REG - NCC Group PLC - Preliminary audited results for the year 30/09/25
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RNS Number : 1088L NCC Group PLC 11 December 2025
11 December 2025
Information within this announcement is deemed by the Company to constitute
inside information under the Market Abuse Regulations (EU) No. 596/2014
NCC Group plc
Preliminary audited results for the year ended 30 September 2025
Strategic progress positions the Group for return to profitable growth
NCC Group plc (LSE: NCC, "NCC Group" or "the Group"), a people-powered,
tech-enabled global cyber security and software escrow business, reports its
year ended 30 September 2025 ("2025", "the year ended")
Highlights
· Group revenue on a constant currency basis(1) (excluding non-core
disposals(2)) has declined by 2.6% to £293.9m with Escode experiencing growth
of 2.2% to £66.5m, offset by a Cyber Security decline of 4.0% to £227.4m.
· Revenue performance in H2 2025 on a constant currency basis(1) (excluding
non-core disposals(2)) for both Escode and Cyber Security improved from the
position in H1 2025, with Escode H2 2025 growth of 2.5% vs H2 2024 compared to
H1 2025 growth of 1.8% vs H1 2024, and Cyber Security H2 2025 decline of 1.6%
vs H2 2024 compared to H1 2025 6.3% decline vs H1 2024. Escode has now
delivered 12 consecutive quarters of year-on-year revenue growth and Cyber
Security has returned to growth in Q4 FY25 providing momentum into FY26.
· Gross margins (excluding non-core disposals(2)) year on year have improved to
44.5% from 43.9% as the Group maintained operational discipline, with Escode
gross margin improving by 2.6% pts at 71.4% and Cyber Security declining
slightly by 0.4% pts to 36.6%.
· The Group reported Adjusted EBITDA(1) (excluding non-core disposals(2)) of
£40.6m, down from £42.1m in the 12 months to 30 September 2024, in line with
Board's expectations (down from £51.6m for the 16 month period ending 30
September 2024 (including non-core disposals (2))).
· Profit before taxation grew to £20.6m from a loss of £17.8m in the year
ended 30 September 2024, as a result of a reduction in non-core disposals(2)
trading (£4.7m), underlying reduction in Adjusted EBITDA(1) trading
performance (£1.5m), a one-off profit (£11.4m in H1 2025) from the sale of
our Fox Crypto business for a total consideration of £65.6m completed in
March 2025, a reduction in other Individually Significant Items (£29.5m),
excluding the £11.4m profit on disposal of Fox Crypto, reduction in
depreciation and amortisation (£2.2m) and finance costs (£1.3m).
· The disposal of Fox Crypto in March 2025 was part of the strategic plan to
simplify our business and focus on creating a pure play cyber service
proposition for clients. It has also helped us transform our balance sheet to
eliminate Group borrowings, with net cash of £13.1m at 30 September 2025
compared to net debt of £45.3m on 30 September 2024. In conjunction with our
successful refinancing in April 2025 to a new four year, £120m multi-currency
revolving credit facility (RCF) and an uncommitted £50m accordion option,
this supports strategic options for a recently announced share buy-back
programme and value enhancing M&A opportunities.
· As announced on 28 April 2025, the Group confirmed that it was investigating
several options for its Escode business, including a potential sale ('Escode
review'). If a transaction were to be successfully concluded, it would enable
the Group to consider a significant return of capital to shareholders over and
above the recently announced share buy-back programme. The Board will provide
updates as and when appropriate.
· Further to the announcement on 16 July 2025, the Board confirms the process to
review all options for the Group's Cyber Security business also continues and
is independent from both the process and outcome of the Escode review. Our
focus remains on operational excellence and continuing our transformation
journey as we ensure the operating model is aligned to support our clients and
the underlying Cyber Security strategy.
· The Board is proposing an unchanged final dividend of 3.15p per ordinary
share, marking 20 consecutive years of dividend payments for shareholders.
· The Board anticipates that revenue (including recent non-core disposals(2))
for the year ended 30 September 2026 is expected to grow marginally, with
Escode and Cyber Security experiencing low single-digit growth as pipeline
continues to build. FY26 Group Adjusted EBITDA(1) (after the adjustment for
non-core disposals(2)) is expected to be in line with Board expectations -
growing faster than revenue and the Board remains confident in delivering the
Group's medium-term financial goals as it continues to improve operational
discipline and transform our cyber security engine.
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 this Financial Review for an explanation of APMs
and adjusting items, including a reconciliation to statutory information.
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.
Year end results
16 months to 30 September 2024 Change at actual Change at constant currency (1)
Year ended 30 September 2025 rates
Revenue (£m) (1) 305.4 429.5 (28.9%) (28.0%)
Cyber Security - (£m) 238.9 342.1 (30.2%) (29.3%)
Escode (discontinued operations) - (£m) 66.5 87.4 (23.9%) (22.8%)
Gross margin (%) 44.5% 41.6% 2.9% pts
Cyber Security - (%) 37.0% 34.5% 2.5% pts
Escode (discontinued operations) - (%) 71.4% 69.5% 1.9% pts
Adjusted EBITDA (£m) (1, 2 ) 43.7 51.6 (15.3%)
Operating profit/(loss) (£m) 25.6 (19.2) 233.3%
Profit before taxation (£m) 20.6 (27.5) 174.9%
Net cash/(debt) excluding lease liabilities (£m) (1) 13.1 (45.3) 128.9%
Final dividend (pence) 3.15 1.50 -
Results for the year ended 30 September 2025 and 12 months ended 30 September
2024
Year ended 30 September 2024 Change at actual Change at constant currency (1)
Year ended 30 September 2025 rates
Revenue (£m) (1) 305.4 329.2 (7.2%) (6.2%)
Cyber Security (excl. Crypto and DetACT) - (£m) 227.4 239.2 (4.9%) (4.0%)
Crypto and DetACT - (£m) 11.5 24.0 (52.1%) (51.5%)
Escode (discontinued operations) - (£m) 66.5 66.0 0.8% 2.2%
Gross margin (%) 44.5% 43.4% 1.1%pts
Cyber Security (excl. Crypto and DetACT) - (%) 36.6% 37.0% (0.4% pts)
Crypto and DetACT - (%) 44.3% 37.5% 6.8% pts
Escode (discontinued operations) - (%) 71.4% 68.8% 2.6% pts
Adjusted EBITDA (£m) (1, 2 ) 43.7 49.7 (12.1%)
Operating profit/(loss) (£m) 25.6 (11.5) 322.6%
Profit before taxation (£m) 20.6 (17.8) 215.7%
Net cash/(debt) excluding lease liabilities (£m) (1) 13.1 (45.3) 128.9%
Final dividend (pence) 3.15 1.50 -
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 this Financial Review for an explanation of APMs
and adjusting items, including a reconciliation to statutory information.
2 The Group reports only one adjusted item: Individually Significant Items
(which includes the £11.4m profit on disposal of Fox Crypto and £9.5m of
fundamental re-organisation, strategic review of Escode and strategic review
of the Cyber business costs). For further details, please refer to unaudited
Appendix 1 and the Financial Review, which include an explanation of APMs and
adjusting items, along with a reconciliation to statutory information.
Mike Maddison, Chief Executive Officer, commented:
"FY25 has been a year of disciplined execution and strategic progress. We have
significantly simplified the Group, eliminated net debt and strengthened our
balance sheet through the successful sale of Fox-IT Crypto. These actions give
us the flexibility to invest in growth, focused on our core capabilities.
Our Cyber Security business continues to evolve towards higher-value,
recurring revenue streams, supported by global delivery and strategic
partnerships. Our expanding Manila hub and the application of technology are
enabling us to scale our operations, deliver growth and serve clients more
efficiently across our business.
Escode continues to deliver consistent growth and profitability, and as
announced, we are reviewing strategic options for the business, including a
potential sale. If a sale is concluded, this would allow NCC Group to become
solely a pure-play Cyber Security service company and consider a significant
return of capital to shareholders.
While the macro environment remains challenging, demand for cyber security,
resilience and regulatory assurance continues to grow. We are confident in our
strategy to deliver sustainable growth and long-term success.
I want to thank our NCC Group colleagues for their continued commitment and
focus during this period. We are now seeing the impact of that ongoing
collective effort."
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)20 379 5151
Sam Cartwright/Neil Bennett Email: NCCGroup-maitland@h-advisors.global
(mailto:NCCGroup-maitland@h-advisors.global)
The person responsible for release of this announcement on behalf of NCC Group
is Guy Ellis, CFO.
Presentation of results - audio webcast and conference call details:
A video presentation from Mike Maddison, CEO and Guy Ellis, CFO will be
available from 07:30am on our Investor website:
www.nccgroupplc.com/investor-relations/results-media
(http://www.nccgroupplc.com/investor-relations/results-media) .
The pre-recorded presentation will play at 09:00 until 09:25 and will be
followed by a live Q&A with Mike and Guy. Please register for the webcast
at https://brrmedia.news/NCC_FY25 (https://brrmedia.news/NCC_FY25)
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
CEO review
Strategic progress and transformation
FY25 has been a year of disciplined execution against the strategy we
originally established back in 2023 to transform and reshape the Group. We
have made significant progress to simply the Group and built our two distinct
businesses - Cyber Security, with Managed Services at the centre, and Escode,
our software escrow service.
We have improved profitability, materially reduced and eliminated net debt,
and repositioned the Group's portfolio around core, scalable activities. More
timely and granular financial and operational information has strengthened
decision making, however there is more work to do.
A major event this year was the successful sale of our Fox-IT Crypto business
in March 2025 that strengthened our Balance Sheet, providing us with the
financial flexibility to invest in growth, while removing the management
distraction of a non-core business.
In April 2025, the Group confirmed that it was investigating several options
for its Escode business, including a potential sale. The Board will provide
updates as and when it is practicable and appropriate to do so.
If a sale of Escode were to be successfully concluded, the Group would become
a focused, people-powered, tech-enabled global Cyber Security business. It
would also enable the Board to consider a significant return of capital to
shareholders over and above the recently announced initial share buy-back
programme.
Our investments in new capabilities such as Operational Technology and Digital
Identity have allowed us to win further strategic projects during the year.
Our global operating model, including our expanding office in Manila with
exceptional cyber and operational talent, has enabled us to scale, win more
opportunities and serve clients more efficiently. We will continue to invest
in our people, technology and strategic partnerships - underpinned by our
leading intelligence, innovation and insight, we remain at the forefront of an
evolving cyber threat landscape.
Market environment and client needs
As a B2B service provider, demand for many of our services reflects the
macro-economic cycle and the confidence of our clients to invest. During the
year this cycle and the geopolitical environment remained complex,
particularly in the first half. We saw this reflected in cautious client
behaviour, which naturally lengthen sales cycles. Despite these headwinds,
demand for cyber resilience and regulatory assurance continues to grow,
particularly in highly regulated sectors such as financial services,
healthcare and businesses running critical infrastructure.
Our clients are increasingly seeking expert-led, end-to-end solutions that
address the full spectrum of cyber risk - from Identity and Access Management
to Operational Technology security and Managed Detection and Response. Our
differentiated capabilities, global delivery and strategic alliances with
leading technology partners position us strongly to meet these needs.
Financial performance
As expected, we saw Group revenue for FY25 decline by 2.6% on a constant
currency basis (excluding non-core disposals), with Escode delivering growth
on a constant currency basis of 2.2% and Cyber Security declining on a
constant currency basis by 4.0% when compared to the previous 12 months.
Importantly, as I reflect on all of this, half-to-half performance was
markedly stronger with revenue performance improving in the second half, a
reflection of the positive impact of our strategic focus and operational
discipline together with the strong order book we indicated in our December
2024 results.
Gross margins (excluding non-core disposals) overall strengthened to 44.5%
with Escode margin reaching 71.4% and Cyber Security broadly flat at 36.6%.
Adjusted EBITDA (excluding non-core disposals) was in line with Board
expectations and amounted to £40.6m when compared to the previous 12 months.
Our Balance Sheet remains robust, with net cash of approximately £13m at year
end, a marked improvement from the net debt of £79.6m as at 31 May 2023 and
now providing a strong foundation for future investment and capital returns.
Sales and commercial execution
We continued to strengthen our business in FY25 with management action focused
on strategic change to build the necessary technical capability in cyber and
to strengthen our commercial organisation in both the Escode and Cyber
Security businesses.
In Escode, we:
· Reorganised our sales structure by industry verticals to deliver deeper sector
expertise and create greater value for customers in finance, critical
infrastructure, and commercial markets
· Established a dedicated new customer acquisition team focused on ideal
customer profiles within our priority growth sectors in the UK and US
· Expanded our software verification offering to include fully independent
builds of cloud-hosted solutions, ensuring greater reliability and trust
· Broadened our regional presence with an extended market focus into the Middle
East
In Cyber Security, we:
· Invested in strategic sales capability
· Enhanced client propositions with embedded technology
· Put foundations in place for global account management to deepen relationships
and unlock revenue opportunities
· Have improved Management Information with our global sales operation
· Have fully implemented global scheduling, timesheets and pricing tools
· Have fully separated Fox DetACT and Fox Crypto
These actions are already delivering results, an improved sales pipeline
visibility, deeper client engagement and a positive shift in revenue mix
towards higher value, recurring contracts. We remain focused on further
evolving our sales model to ensure stronger linkage between sales execution
and service delivery, and to drive deeper penetration in our priority sectors
globally: financial services, insurance, healthcare, industrials, and the
public sector.
Operational highlights
Transformation Continued progress in repositioning the Cyber Security business towards higher
value, recurring revenue streams, supported by a single technology stack and
scalable global delivery
Strategic partnerships Recognition from key partners, including Splunk and Microsoft, underscores our
reputation as a trusted advisor and innovator
Talent: Our ability to attract and develop top cyber
talent remains a competitive advantage, supported by our academy and training
programmes
Escode The business continues to deliver consistent growth and profitability, with
discussions regarding its future strategic direction ongoing
Public Research Our leading technical expertise including
Cryptography, Hardware and AI/ML Security was engaged by leading companies
including Meta, WhatsApp and Google, to review and publish public reports into
their emerging technology
Market trends and regulatory landscape
The environment in which NCC Group operates is shaped by a complex interplay
of macro-economic, geopolitical and technological forces. Regulatory momentum
has intensified across all our core territories and key customer verticals.
The EU Cyber Resilience Act, which came into force in December 2024 and the
UK's AI Cyber Security Code of Practice will embed secure-by-design
requirements up through the software supply chain, while NIS2, DORA and
sector-specific requirements in energy and transport expand the range of
organisations that must evidence robust cyber controls and incident-reporting
disciplines. These developments are complemented by similar requirements 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 shortage in qualified cyber security professionals is both
widening and coming more acute. This structural gap is most evident in highly
specialised skills, including advanced testing, Operational Technology, and
Identity and Access Management disciplines. This is expected to drive
outsourcing to third party Cyber Security services. Clients need
around-the-clock expert coverage without inflating their cost base as a cost
of employment and our global delivery hubs meet this need. Additionally, the
strong reputation that we have among cyber professionals positions us to
attract the best talent using our academy/training ability to further expand
and strengthen this talent base.
The combination of hybrid working and using personal devices at work has
shifted the security perimeter from the edge of the Enterprise network to the
individual user and their devices. Identity and 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, the EU's updated cyber security directive
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 and becoming more complex, with cloud
migrations accelerating, SaaS solution proliferation and AI adoption
continuing, as well as early discussions ongoing regarding the potential
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 Managed Extended Detection
and Response (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.
Outlook
Looking ahead, we remain confident in our strategy and the medium-term growth
prospects for both businesses. While we expect the current challenging
economic conditions to endure in the near term, our pipeline is building, and
we anticipate a return to Cyber Security revenue growth in FY26 as our
continued transformation delivers further benefits to both our competitive
positioning and stakeholders.
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.
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. Our focus remains on operational
excellence, innovation and supporting existing and new clients as they
navigate an increasingly complex digital threat landscape.
In closing, I would like to thank our colleagues, clients and partners for
their continued trust and support. Together, we are building a stronger, more
resilient NCC Group, well positioned for sustainable growth and long-term
success.
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. The Group reports only one adjusted item: Individually
Significant Items (which includes the £11.4m profit on disposal of Fox Crypto
and £9.5m of fundamental re-organisation, strategic review of Escode and
strategic review of Cyber costs). For further details, please refer to
unaudited Appendix 1 and this Financial Review, which include an explanation
of APMs and adjusting items, along with a reconciliation to statutory
information.
2 Non-core disposals refer to the disposals of Fox Crypto
and Fox DetACT. The disposal of Fox Crypto and Fox DetACT completed on 28
March 2025 and 30 April 2024 respectively.
Financial review
Highlights - financial framework
As we assess our performance against the FY25 financial framework published in
December 2024, it is encouraging to see that we have continued to deliver
throughout the year against most of the framework. The key points to note are
as follows:
Sustainable revenue growth
· Delivering underlying growth in Cyber Security (excluding non-core disposals)
- 2025 Cyber Security revenue declined compared to the year ended 30 September
2024 on both constant currency (1) (-4.0%) and at actual rates (-4.9%).
However, H2 2025 demonstrated positive momentum versus H1 2025, delivering
growth of +3.0%.
· Increase Managed Services revenue as a proportion of total Cyber Security
(excluding Crypto and DetACT) - 2025 MS revenue proportion increased by
+2.2%pts at constant currency (actual rates: +2.5%pts), compared to the year
ended 30 September 2024.
· Maintaining momentum in Escode - achieved 12 consecutive quarters of revenue
growth (on a constant currency basis) and increased year on year by +2.2% on a
constant currency basis (+0.8% actual rates).
Improved gross margin
· Improved utilisation - the Group's average utilisation rate for the year
across TAS and C&I (all locations) amounts to 70.4%, with the Manila team
average increasing as more activity is onboarded into its delivery model
· 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 with further benefits to be
realised.
· 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. We continue
to monitor our transformation journey as we ensure the operating model is
market aligned, and delivery is focused to support the underlying Cyber
Security business strategy.
· Drive towards consistent profit conversion in every market - improvement in
North American GM% by 6.3% pts to 28.4% year on year, despite a revenue
decline of 12.9% at constant currency, 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 28 March 2025. In October 2025, the simplified Fox-IT
Cyber Security operations further separated from the Fox-IT Crypto business by
moving into its own offices, following the opening of the new Rijswijk office
(the "Den"). We continue to review Group wide for any stranded costs from all
non-core disposals (including the potential disposal of Escode).
Capital deployment supporting growth
· Strong cash conversion - FY25 cash conversion of 91.3%, reflecting an
improvement from H1 2025 cash conversion of 62.3%, with H2 2025 cash
conversion being 119.4%.
· Ensure appropriate liquidity and debt facilities - net cash effectively
managed at 30 September 2025 to £13.1m, with non-core disposal of Fox-IT
Crypto generating £65.6m gross cash consideration. Agreed a new four year
£120m multi-currency revolving credit facility in April 2025.
· Maintaining dividend - final FY25 dividend maintained at 3.15p, as the Board
prioritises investment in the strategy
· Expected commencement of initial share buy-back programme in December
2025/January 2026
· Accretive acquisition opportunities - continue to scan the market for
accretive cyber opportunities with a clear strategic and operational fit.
Overview of financial performance
Throughout this Financial Review, references are made to a number of reporting
periods. Any references to the year ended 30 September 2025 or the 16 month
period ended 30 September 2024 relate to audited figures (unless stated
otherwise). References to the year ended 30 September 2024, the six months
("H1") to 31 March 2025 (and comparative six months to 31 March 2024), and the
six months ("H2") to 30 September 2025 (and comparative six months to 30
September 2024) relate to unaudited figures. This approach continues to
support comparability of the Group's new year end performance (following the
year end change in FY24) and, importantly, provides visibility on the current
trajectory.
Year ended 30 September 2025 compared to the 16 month period ended 30
September 2024
The following table summarises the Group's performance for the year ended 30
September 2025, following the results for the 16 month period ended 30
September 2024, which reflected the Group's change in financial year end to 30
September in the prior period. The results for the year (and the prior period)
present the Group's Escode business as discontinued operations. Therefore, the
table below shows the Group's continuing operations results, with Escode added
back to ensure full comparability of the Group's performance.
During the year ended 30 September 2025, the Group explored a number of
options for its Escode business, including a potential sale, eventually
initiating an active programme to locate a potential buyer. As at 30 September
2025, the sale was considered highly probable, so the related assets and
liabilities were reclassified as held for sale. Since Escode is a separate
major line of business and classified as held for sale, it is presented also
presented as a discontinued operation.
Year ended 30 September 2025 16-month period ended 30 September 2024
Cyber Central Continuing operations(3) Discontinued operations(3): Escode Group Cyber Central Continuing operations(3) Discontinued operations(3): Escode Group
Security and head office Sub-total £m £m Security and head office Sub-total £m £m
£m £m £m £m £m £m
Revenue 238.9 - 238.9 66.5 305.4 342.1 - 342.1 87.4 429.5
Cost of sales (150.5) - (150.5) (19.0) (169.5) (224.1) - (224.1) (26.7) (250.8)
Gross profit 88.4 - 88.4 47.5 135.9 118.0 - 118.0 60.7 178.7
Gross margin % 37.0% - 37.0% 71.4% 44.5% 34.5% - 34.5% 69.5% 41.6%
Administrative expenses (3) (68.4) (4.4) (72.8) (16.4) (89.2) (97.3) (3.4) (100.7) (24.1) (124.8)
Share-based payments (0.2) (2.6) (2.8) (0.2) (3.0) (0.1) (2.0) (2.1) (0.2) (2.3)
Adjusted EBITDA (1,2) 19.8 (7.0) 12.8 30.9 43.7 20.6 (5.4) 15.2 36.4 51.6
Depreciation and amortisation (7.8) (3.1) (10.9) (1.0) (11.9) (10.9) (5.3) (16.2) (0.6) (16.8)
Amortisation of acquired intangibles (1.0) (2.1) (3.1) (5.0) (8.1) (1.4) (4.0) (5.4) (7.1) (12.5)
Adjusted operating profit/(loss) (1,2) 11.0 (12.2) (1.2) 24.9 23.7 8.3 (14.7) (6.4) 28.7 22.3
Individually Significant Items (3.9) 5.8 1.9 - 1.9 (41.4) - (41.4) (0.1) (41.5)
Operating profit/(loss) 7.1 (6.4) 0.7 24.9 25.6 (33.1) (14.7) (47.8) 28.6 (19.2)
Operating margin % 3.0% n/a 0.3% 37.4% 8.4% (9.7%) n/a (14.0%) 32.7% (4.5%)
Finance costs (5.0) (8.3)
Profit/(loss) before taxation 20.6 (27.5)
Taxation (3.5) (5.0)
Profit/(loss) after taxation 17.1 (32.5)
EPS
Basic EPS 5.6p (10.4p)
Adjusted basic EPS (1,2) 4.7p 3.4p
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 this Financial Review for an explanation of APMs
and adjusting items, including a reconciliation to statutory information.
2 The Group reports only one adjusted item: Individually Significant Items
(which includes the £11.4m profit on disposal of Fox Crypto and £9.5m of
fundamental re-organisation, strategic review of Escode and strategic review
of the Cyber business costs). For further details, please refer to unaudited
Appendix 1 and this Financial Review, which include an explanation of APMs and
adjusting items, along with a reconciliation to statutory information.
3 Management have allocated £6.8m of these costs to Escode which have been
included within the administrative expenses above. To reconcile to Escode's
statutory operating profit, these costs are reallocated to central and head
office administrative expenses in accordance with the requirements of IFRS 5
on discontinued operations. This is due to the fact that if an operation is
disposed of, the relevant central overheads may not decrease in the short
term.
On the basis we are comparing a 12 month period to a 16 month period, revenue
decreased by 28.0% on a constant currency basis (actual rates: 28.9%), with
total Cyber Security revenue decreasing 29.3% on a constant currency basis
(actual rates: 30.2%) and Escode decreasing by 22.8% on a constant currency
basis (actual rates: 23.9%).
Encouragingly, when you directly compare our overall gross margins, we have
improved since the 16 month period ended 30 September 2024 with gross margin
percentage increasing to 44.5% (2024: 41.6%). This +2.9% pts in gross margin
is driven by improved utilisation and operational efficiencies within Cyber
Security, together with a continued shift in the service mix, as Managed
Services accounts for a growing proportion of overall revenue at a higher
margin. This has also been boosted by an improvement in Escode gross profit
margin, increasing to 71.4% from 69.5% due to the continued benefits arising
from previous investments within Escode. Administrative expenses (excluding
share-based payments, depreciation and amortisation, and amortisation of
acquired intangibles) have decreased from £124.8m in the 16 month period
ended 30 September 2024 to £89.2m. This is predominantly driven by lower
payroll related costs on the basis we are comparing a 12 month period to a 16
month period.
A profit before taxation of £20.6m (inclusive of Escode) for the year was
recognised after incurring £1.9m (credit) of Individually Significant Items
(including the profit on disposal of Fox Crypto, fundamental re-organisation
costs and the strategic review of both the Escode and Cyber businesses). This
profit before taxation was driven in part by the £11.4m gain on disposal of
Fox Crypto, following completion during the year. This gave rise to a basic
EPS of 5.6p and diluted EPS of 5.5p (2024: basic and diluted (10.4p)).
Adjusted basic EPS (1) amounted to 4.7p and 4.6p (2024: basic and diluted
3.4p).
Net cash excluding lease liabilities(1) amounts to £13.1m (2024: net debt
excluding lease liabilities (1) of £45.3m), reflecting the repayment of the
Group's borrowings following the successful completion of the Fox Crypto
disposal.
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 four
banks and including an uncommitted £50m accordion option. This new unsecured
facility replaces the previous £162.5m RCF due to expire in December 2026.
Year ended 30 September 2025 compared to pro forma 12 months to 30 September
2024 (unaudited)
The following table summarises the results for the year ended 30 September
2025 compared to the unaudited 12 month pro forma period ended 30 September
2024.
Year ended 30 September 2025 (audited) 12-month period ended 30 September 2024 (unaudited)
Cyber Central Sub-total Discontinued operations(3): Escode Group Cyber Central Sub-total Discontinued operations(3): Escode Group
Security and head office £m Crypto and DetACT £m £m Security and head office £m Crypto and DetACT £m £m
£m £m £m £m £m £m
Sub-total Sub-total
£m £m
Revenue 227.4 - 227.4 11.5 238.9 66.5 305.4 239.2 - 239.2 24.0 263.2 66.0 329.2
Cost of sales (144.1) - (144.1) (6.4) (150.5) (19.0) (169.5) (150.7) - (150.7) (15.0) (165.7) (20.6) (186.3)
Gross profit 83.3 - 83.3 5.1 88.4 47.5 135.9 88.5 - 88.5 9.0 97.5 45.4 142.9
Gross margin % 36.6% - 36.6% 44.3% 37.0% 71.4% 44.5% 37.0% - 37.0% 37.5% 37.0% 68.8% 43.4%
Administrative expenses (3) (66.4) (4.4) (70.8) (2.0) (72.8) (16.4) (89.2) (69.9) (3.2) (73.1) (1.4) (74.5) (16.9) (91.4)
Share-based payments (0.2) (2.6) (2.8) - (2.8) (0.2) (3.0) (0.1) (1.6) (1.7) - (1.7) (0.1) (1.8)
Adjusted EBITDA (1,2) 16.7 (7.0) 9.7 3.1 12.8 30.9 43.7 18.5 (4.8) 13.7 7.6 21.3 28.4 49.7
Depreciation and amortisation (7.6) (3.1) (10.7) (0.2) (10.9) (1.0) (11.9) (8.5) (3.7) (12.2) (0.1) (12.3) (0.5) (12.8)
Amortisation of acquired intangibles (0.9) (2.1) (3.0) (0.1) (3.1) (5.0) (8.1) (1.1) (3.0) (4.1) - (4.1) (5.3) (9.4)
Adjusted operating profit/(loss) (1,2) 8.2 (12.2) (4.0) 2.8 (1.2) 24.9 23.7 8.9 (11.5) (2.6) 7.5 4.9 22.6 27.5
Individually Significant Items (3.9) 5.8 1.9 - 1.9 - 1.9 (38.9) - (38.9) - (38.9) (0.1) (39.0)
Operating profit/(loss) 4.3 (6.4) (2.1) 2.8 0.7 24.9 25.6 (30.0) (11.5) (41.5) 7.5 (34.0) 22.5 (11.5)
Operating margin % 1.9% N/A (0.9%) 24.3% 0.3% 37.4% 8.4% (12.5%) N/A (17.3%) 31.3% (12.9%) 34.1% (3.5%)
Finance costs (5.0) (6.3)
Profit/(loss) before taxation 20.6 (17.8)
Taxation (3.5) (7.3)
Profit/(loss) after taxation 17.1 (25.1)
EPS
Basic EPS 5.6p (8.1p)
Adjusted basic EPS (1.2) 4.7p 5.2p
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 this Financial Review for an explanation of APMs
and adjusting items, including a reconciliation to statutory information.
2 The Group reports only one adjusted item: Individually Significant Items
(which includes the £11.4m profit on disposal of Fox Crypto and £9.5m of
fundamental re-organisation, strategic review of Escode and strategic review
of Cyber costs). For further details, please refer to unaudited Appendix 1 and
this Financial Review, which include an explanation of APMs and adjusting
items, along with a reconciliation to statutory information.
3 Management have allocated £6.8m of these costs to Escode which have been
included within the administrative expenses above. To reconcile to Escode's
statutory operating profit, these costs are reallocated to central and head
office administrative expenses in accordance with the requirements of IFRS 5
on discontinued operations. This is due to the fact that if an operation is
disposed of, the relevant central overheads may not decrease in the short
term.
Total revenue has decreased by 6.2% on a constant currency basis (actual
rates: (7.2%)), with Cyber Security revenue (excluding non-core disposals)
decreasing by 4.0% on a constant currency basis (actual rates: (4.9%)) and
Escode growing by 2.2% on a constant currency basis (actual rates: 0.8%). The
Escode revenue increase has predominantly been driven by favourable price
increases and volume during the year within verification services.
Turning to Cyber Security revenue trajectory during the year, the UK and APAC
declined by 0.6% at constant currency (actual rates: (0.8%)), and North
America declined by 12.9% (actual rates: (15.4%)). These reductions have been
driven primarily by declines in their respective TAS markets, as demand has
recovered more slowly than expected year on year. Encouragingly, the UK and
APAC improved by 5.5% at actual rates when comparing H2 2025 with H1 2025,
driven primarily by improvements within the UK's C&I business.
Year on year we have experienced continued growth in our Managed Services
performance by 2.8% at constant currency (actual rates: 2.6%) which has mainly
been driven by our European MS business, with this growth continuing when
comparing H2 2025 with H1 2025. Additionally, we have seen year-on-year growth
in our C&I business of 16.6% at constant currency (actual rates: 14.9%)
which has been driven by increased demand within our UK markets. Similarly to
our MS business from a trajectory perspective we have seen continued growth
within our UK C&I business when comparing H2 2025 to H1 2025.
Year-on-year gross profit has decreased by 4.9% to £135.9m; however, gross
profit margin has favourably increased to 44.5% (reflecting an increase of
1.1% pts) mainly driven by an improvement in Escode of 2.6% pts (noting Cyber
Security excluding non-core disposals has remained broadly flat at c.37%).
Encouragingly, comparing H2 2025 with H1 2025 Cyber Security gross margin has
increased by 2.0% pts to 38.0% reflecting the increased shift in mix towards
the higher margin Managed Services business.
Administrative expenses (excluding share-based payments, depreciation and
amortisation, and amortisation of acquired intangibles) have decreased by 2.4%
from £91.4m to £89.2m, after considering inflationary wage increases. This
movement was primarily driven by lower payroll costs (following the
globalisation of certain back office functions to Manila) and savings in rent
and rates during the year, offset by unfavourable exchange rate movements.
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 £11.4m profit on
disposal of Fox Crypto and £9.5m of fundamental reorganisation, strategic
review of Escode costs and strategic review of the Cyber business costs). As
the £11.4m profit on disposal of Crypto represents a material gain, it has
been disclosed separately on the face of the statutory income statement within
the Group's consolidated Income Statement. The Group has the following
APMs/non-statutory measures:
· Adjusted EBITDA (reconciled below)
· Adjusted operating profit (reconciled below)
· Adjusted profit for the year (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 APMs are consistent with those reported for the 16 month 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.
The following tables reconciles how these changes have affected the historical
measures of Adjusted EBITDA, Adjusted operating profit, Adjusted profit for
the period, Adjusted basic EPS and cash conversion, which includes Adjusted
EBITDA:
Adjusted EBITDA and Adjusted operating profit(1)
Adjusted EBITDA(1) and Adjusted operating profit(1,2) are reconciled to
statutory measures below:
Year ended 30 September 2025 16 month period ended 30 September 2024
£m £m
Operating profit/(loss) from continuing operations(3) 0.7 (47.8)
Operating profit from discontinuing operations(3) 24.9 28.6
Operating profit/(loss) 25.6 (19.2)
Depreciation and amortisation 11.9 16.8
Amortisation of acquired intangibles 8.1 12.5
Individually Significant Items (1.9) 41.5
Adjusted EBITDA(1,2) 43.7 51.6
Depreciation, amortisation and amortisation charge on acquired intangibles (20.0) (29.3)
Adjusted operating profit(1,2) 23.7 22.3
Year ended 12 month %
30 September period ended change
2025 30 September 2024
£m £m
Cyber Security (excluding Crypto and DetACT) 16.7 18.5 (9.7%)
Central and head office (7.0) (4.8) (45.8%)
Escode (discontinued operations) 30.9 28.4 8.8%
Total Adjusted EBITDA(1,2) (excluding Crypto and DetACT) 40.6 42.1 (3.6%)
Crypto and DetACT 3.1 7.6 (59.2%)
Total Adjusted EBITDA(1,2) 43.7 49.7 (12.1%)
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 this Financial Review for an explanation of APMs
and adjusting items, including a reconciliation to statutory information.
2 The Group reports only one adjusted item: Individually Significant Items
(includes the £11.4m profit on disposal of Fox Crypto and £9.5m of
re-organisation, strategic review of Escode costs and strategic review of the
Cyber business 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.
3 During the year, Escode incurred £6.8m (2024: £9.6m) of allocated head
office overheads, which have been included within Escode's administrative
expenses. To reconcile to Escode's statutory operating profit, these costs are
reallocated to central and head office administrative expenses in accordance
with the requirements of IFRS 5 on discontinued operations.
Revenue summary
Comparing the year ended 30 September 2025 with the prior 16 month period
ended 30 September 2024, overall revenue is analysed as follows:
% change at actual rates Constant % change at constant currency (1)
currency(1)
Year ended 16 month Year ended 16 month period ended
30 September 2025 period ended 30 September 2025 30 September 2024
£m 30 September £m £m
2024
£m
Cyber Security revenue 238.9 342.1 (30.2%) 238.9 338.0 (29.3%)
Escode (discontinued operation) 66.5 87.4 (23.9%) 66.5 86.1 (22.8%)
Total revenue 305.4 429.5 (28.9%) 305.4 424.1 (28.0%)
Comparing year on year, overall revenue is analysed as follows:
% change at actual rates Constant % change at constant currency (1)
currency(1)
Year ended Year ended Year ended 12 month period ended
30 September 2025 30 September 30 September 2025 30 September 2024
£m 2024 £m £m
£m
Cyber Security revenue (excluding Crypto and DetACT) 227.4 239.2 (4.9%) 227.4 236.8 (4.0%)
Crypto and DetACT 11.5 24.0 (52.1%) 11.5 23.7 (51.5%)
Total Cyber Security revenue 238.9 263.2 (9.2%) 238.9 260.5 (8.3%)
Escode (discontinued operation) 66.5 66.0 0.8% 66.5 65.1 2.2%
Total revenue 305.4 329.2 (7.2%) 305.4 325.6 (6.2%)
% change at actual rates Constant % change at constant currency (1)
currency(1)
Year ended Year ended Year ended 12 month period ended
30 September 2025 30 September 30 September 2025 30 September 2024
£m 2024 £m £m
£m
Cyber Security revenue (excluding Crypto and DetACT) 227.4 239.2 (4.9%) 227.4 236.8 (4.0%)
Escode (discontinued operations) 66.5 66.0 0.8% 66.5 65.1 2.2%
Total revenue (excluding Crypto and DetACT) 293.9 305.2 (3.7%) 293.9 301.9 (2.6%)
Crypto and DetACT 11.5 24.0 (52.1%) 11.5 23.7 (51.5%)
Total revenue 305.4 329.2 (7.2%) 305.4 325.6 (6.2%)
Comparing the two halves of the year against their respective prior period
comparatives is as follows:
% change at actual rates Constant % change at constant currency (1)
currency(1)
6 month period ended 31 March 2025 6 month period ended 31 March 2024 6 month period ended 31 March 2025 6 month period ended
£m £m £m 31 March 2024
£m
Cyber Security revenue (excluding Crypto and DetACT) 112.0 120.8 (7.3%) 112.0 119.5 (6.3%)
Crypto and DetACT 11.5 13.1 (12.2%) 11.5 12.7 (9.4%)
Total Cyber Security revenue 123.5 133.9 (7.8%) 123.5 132.2 (6.6%)
Escode (discontinued operations) 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%)
% change at actual rates Constant % change at constant currency (1)
currency(1)
6 month period ended 30 September 2025 6 month period ended 30 September 2024 6 month period ended 30 September 2025 6 month period ended
£m £m £m 30 September 2024
£m
Cyber Security revenue (excluding Crypto and DetACT) 115.4 118.4 (2.5%) 115.4 117.3 (1.6%)
Crypto and DetACT - 10.9 (100.0%) - 11.0 (100.0%)
Total Cyber Security revenue 115.4 129.3 (10.8%) 115.4 128.3 (10.1%)
Escode (discontinued operations) 33.2 33.1 0.3% 33.2 32.4 2.5%
Total revenue 148.6 162.4 (8.5%) 148.6 160.7 (7.5%)
From an overall revenue trajectory perspective by originating region, the
following tables compare H2 2025 performance with H1 2025:
% change
at actual rates
6 month period ended 30 September 2025 6 month period ended 31 March 2025
£m £m
Cyber Security revenue (excluding Crypto and DetACT) 115.4 112.0 3.0%
Crypto and DetACT - 11.5 (100.0%)
Total Cyber Security revenue 115.4 123.5 (6.6%)
Escode (discontinued operations) 33.2 33.3 (0.3%)
Total revenue 148.6 156.8 (5.2%)
1 Revenue at constant currency is an unaudited Alternative Performance
Measures (APMs) and not an IFRS measure. See unaudited Appendix 1 for an
explanation of APMs and adjusting items, including a reconciliation to
statutory information.
Gross profit summary
% pts change
Year ended Year ended 12 month 12 month
30 September 2025 30 September period ended period ended
£m 2025 30 September 2024 30 September
% margin £m 2024
% margin
Cyber Security gross profit (excluding Crypto and DetACT) 83.3 36.6% 88.5 37.0% (0.4%)
Escode (discontinued operations) 47.5 71.4% 45.4 68.8% 2.6%
Total gross profit (excluding Crypto and DetACT) 130.8 44.5% 133.9 43.9% 0.6%
Crypto and DetACT 5.1 44.3% 9.0 37.5% 6.8%
Total gross profit and % margin 135.9 44.5% 142.9 43.4% 1.1%
Divisional performance
The following sections summarise the Group's divisional performance for the
year ended 30 September 2025, following the 16 month period ended 30 September
2024. It also compares the results for the year ended 30 September 2025 with
the unaudited 12 months to 30 September 2024, including an analysis of each
year's composition by reviewing the first and second halves and their
respective comparative periods (unaudited).
Cyber Security
The Cyber Security division accounts for 78.2% of Group revenue (16 month
period ended 30 September 2024: 79.7%) and 65.0% of Group gross profit (16
month period ended 30 September 2024: 66.0%).
Cyber Security revenue analysis - by originating region:
% change at actual rates Constant Currency (1) % change at constant currency (1)
16 month period ended 30 September 2024
Year ended 16 month period ended 30 September 2024 Year ended £m
30 September £m 30 September
£m £m
UK & APAC 134.4 173.3 (22.4%) 134.4 172.8 (22.2%)
North America 56.7 90.7 (37.5%) 56.7 88.0 (35.6%)
Europe 47.8 78.1 (38.8%) 47.8 77.2 (38.1%)
Total Cyber Security revenue 238.9 342.1 (30.2%) 238.9 338.0 (29.3%)
Cyber Security revenue, analysed year on year by originating region, is as
follows:
% change at actual rates Constant Currency (1) % change at constant currency (1)
12 month period ended 30 September 2024
Year ended 12 month period ended 30 September 2024 Year ended £m
30 September £m 30 September
£m £m
UK & APAC 134.4 135.5 (0.8%) 134.4 135.2 (0.6%)
North America 56.7 67.0 (15.4%) 56.7 65.1 (12.9%)
Europe 36.3 36.7 (1.1%) 36.3 36.5 (0.5%)
Cyber Security revenue (excluding Crypto and DetACT) 227.4 239.2 (4.9%) 227.4 236.8 (4.0%)
Crypto and DetACT 11.5 24.0 (52.1%) 11.5 23.7 (51.5%)
Total Cyber Security revenue 238.9 263.2 (9.2%) 238.9 260.5 (8.3%)
Comparing the two halves of the year against their respective prior period
comparatives, Cyber Security revenue by originating region is analysed as
follows:
% change at actual rates Constant Currency (1) % change at constant currency (1)
6 month period ended 31 March 2024
6 month period ended 31 March 2025 6 month period ended 31 March 2024 6 month period ended 31 March 2025 £m
£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 18.0 18.3 (1.6%) 18.0 17.6 2.3%
Cyber Security revenue (excluding Crypto and DetACT) 112.0 120.8 (7.3%) 112.0 119.5 (6.3%)
Crypto and DetACT 11.5 13.1 (12.2%) 11.5 12.7 (9.4%)
Total Cyber Security revenue 123.5 133.9 (7.8%) 123.5 132.2 (6.6%)
% change at actual rates Constant Currency (1) % change at constant currency (1)
6 month period ended 30 September 2024
6 month period ended 30 September 2025 6 month period ended 30 September 2024 6 month period ended 30 September 2025 £m
£m £m
UK & APAC 69.0 66.4 3.9% 69.0 66.2 4.2%
North America 28.1 33.6 (16.4%) 28.1 32.2 (12.7%)
Europe 18.3 18.4 (0.5%) 18.3 18.9 (3.2%)
Cyber Security revenue (excluding Crypto and DetACT) 115.4 118.4 (2.5%) 115.4 117.3 (1.6%)
Crypto and DetACT - 10.9 (100.0%) - 11.0 (100.0%)
Total Cyber Security revenue 115.4 129.3 (10.8%) 115.4 128.3 (10.1%)
From a Cyber Security revenue trajectory perspective by originating region,
the following tables compare H2 2025 performance with H1 2025:
% change at actual rates
6 month 6 month period ended 31 March 2025
period ended 30 September 2025 £m
£m
UK & APAC 69.0 65.4 5.5%
North America 28.1 28.6 (1.7%)
Europe 18.3 18.0 1.7%
Cyber Security revenue (excluding Crypto and DetACT) 115.4 112.0 3.0%
Crypto and DetACT - 11.5 (100.0%)
Total Cyber Security revenue 115.4 123.5 (6.6%)
Cyber Security revenue analysis - by type of service and capability:
% change Constant % change at constant currency (1)
at actual rates
currency1
Year ended 12 month Year ended 12 month period ended
30 September period ended 30 September 30 September 2024
2025 30 September 2024 2025 £m
£m £m £m
Technical Assurance Services (TAS) 88.4 105.6 (16.3%) 88.4 104.0 (15.0%)
Consulting and Implementation (C&I) 48.5 42.2 14.9% 48.5 41.6 16.6%
Managed Services (MS) 76.4 74.5 2.6% 76.4 74.3 2.8%
Digital Forensics and Incident Response (DFIR) 13.1 15.1 (13.2%) 13.1 15.0 (12.7%)
Other services 1.0 1.8 (44.4%) 1.0 1.9 (47.4%)
Cyber Security revenue (excluding Crypto and DetACT) 227.4 239.2 (4.9%) 227.4 236.8 (4.0%)
Crypto and DetACT 11.5 24.0 (52.1%) 11.5 23.7 (51.5%)
Total Cyber Security revenue 238.9 263.2 (9.2%) 238.9 260.5 (8.3%)
Comparing the two halves of the year against their respective prior period
comparatives, Cyber Security revenue by service and capability is analysed as
follows:
% change Constant % change at constant currency (1)
at actual rates
Currency (1)
6 month 6 month 6 month 6 month period ended
period ended period ended period ended 31 March 2024
31 March 2025 31 March 2024 31 March £m
£m £m 2025
£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 0.5 0.5 - 0.5 0.6 (16.7%)
Cyber Security revenue (excluding Crypto and DetACT) 112.0 120.7 (7.2%) 112.0 119.5 (6.3%)
Crypto and DetACT 11.5 13.2 (12.9%) 11.5 12.7 (9.4%)
Total Cyber Security revenue 123.5 133.9 (7.8%) 123.5 132.2 (6.6%)
% change Constant % change at constant currency (1)
at actual rates
currency(1)
6 month 6 month 6 month 6 month period ended
period ended period ended period ended 30 September 2024
30 September 2025 30 September 30 September 2025 £m
£m 2024 £m
£m
Technical Assurance Services (TAS) 42.8 52.8 (18.9%) 42.8 51.8 (17.4%)
Consulting and Implementation (C&I) 26.6 19.5 36.4% 26.6 19.1 39.3%
Managed Services (MS) 38.7 37.5 3.2% 38.7 37.7 2.7%
Digital Forensics and Incident Response (DFIR) 6.8 7.4 (8.1%) 6.8 7.4 (8.1%)
Other services 0.5 1.4 (64.3%) 0.5 1.3 (61.5%)
Cyber Security revenue (excluding Crypto and DetACT) 115.4 118.6 (2.7%) 115.4 117.3 (1.6%)
Crypto and DetACT - 10.7 (100.0%) - 11.0 (100.0%)
Total Cyber Security revenue 115.4 129.3 (10.8%) 115.4 128.3 (10.1%)
From a Cyber Security revenue trajectory perspective by service and
capability, the following tables compare H2 2025 performance with H1 2025:
% change
at actual rates
6 month 6 month
period ended period ended
30 September 2025 31 March
£m 2025
£m
Technical Assurance Services (TAS) 42.8 45.6 (6.1%)
Consulting and Implementation (C&I) 26.6 21.9 21.5%
Managed Services (MS) 38.7 37.7 2.7%
Digital Forensics and Incident Response (DFIR) 6.8 6.3 7.9%
Other services 0.5 0.5 -
Cyber Security revenue (excluding Crypto and DetACT) 115.4 112.0 3.0%
Crypto and DetACT - 11.5 (100.0%)
Total Cyber Security revenue 115.4 123.5 (6.6%)
1 Revenue at constant currency is an unaudited Alternative Performance
Measures (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 gross profit is analysed as follows:
Year ended Year ended 16 month 16 month
30 September 30 September period ended period ended % pts change
2025 2025 30 September 30 September
£m % margin 2024 2024
£m % margin
UK & APAC 54.2 40.3% 72.5 41.8% (1.5%)
North America 16.1 28.4% 18.4 20.3% 8.1%
Europe 18.1 37.9% 27.1 34.7% 3.2%
Cyber Security gross profit and % margin 88.4 37.0% 118.0 34.5% 2.5%
Cyber Security gross margins increased overall by +2.5 percentage points,
driven by improvements in North American and European margins, which reflect
ongoing benefits from headcount reduction cost savings/improved utilisation in
these markets.
Year ended Year ended 12 month 12 month
30 September 30 September period ended period ended % pts change
2025 2025 30 September 30 September
£m % margin 2024 2024
£m % margin
UK & APAC 54.2 40.3% 61.3 45.2% (4.9%)
North America 16.1 28.4% 14.8 22.1% 6.3%
Europe 13.0 35.8% 12.4 33.8% 2.0%
Cyber Security gross profit (excluding Crypto and DetACT) 83.3 36.6% 88.5 37.0% (0.4%)
Crypto and DetACT 5.1 44.3% 9.0 37.5% 6.8%
Cyber Security gross profit and % margin 88.4 37.0% 97.5 37.0% -
6 month 6 month 6 month 6 month
period ended period ended period ended period ended % pts change
31 March 31 March 31 March 31 March 2024
2025 2025 2024 % margin
£m % margin £m
UK & APAC 26.6 40.7% 31.4 45.4% (4.7%)
North America 6.4 22.4% 7.4 22.2% 0.2%
Europe 6.4 35.6% 6.4 35.0% 0.6%
Cyber Security gross profit (excluding Crypto and DetACT) 39.4 35.2% 45.2 37.4% (2.2%)
Crypto and DetACT 5.1 44.3% 3.8 29.0% 15.3%
Cyber Security gross profit and % margin 44.5 36.0% 49.0 36.6% (0.6%)
6 month 6 month 6 month 6 month
period ended period ended period ended period ended % pts change
30 September 2025 30 September 2025 30 September 2024 30 September
£m % margin £m 2024
% margin
UK & APAC 27.6 40.0% 29.9 45.0% (5.0%)
North America 9.7 34.5% 7.4 22.0% 12.5%
Europe 6.6 36.1% 6.0 32.6% 3.5%
Cyber Security gross profit (excluding Crypto and DetACT) 43.9 38.0% 43.3 36.6% 1.4%
Crypto and DetACT - - 5.2 47.7% (47.7%)
Cyber Security gross profit and % margin 43.9 38.0% 48.5 37.5% 0.5%
6 month 6 month 6 month 6 month
period ended period ended period ended period ended % pts change
30 September 2025 30 September 2025 31 March 31 March
£m % margin 2025 2025
£m % margin
UK & APAC 27.6 40.0% 26.6 40.7% (0.7%)
North America 9.7 34.5% 6.4 22.4% 12.1%
Europe 6.6 36.1% 6.4 35.6% 0.5%
Cyber Security gross profit (excluding Crypto and DetACT) 43.9 38.0% 39.4 35.2% 2.8%
Crypto and DetACT - - 5.1 44.3% (44.3%)
Cyber Security gross profit and % margin 43.9 38.0% 44.5 36.0% 2.0%
Escode (discontinued operations)
During the year, the Escode division accounted for 21.8% of Group revenue (16
month period ended 30 September 2024: 20.3%) and 35.0% of Group gross profit
(16 month period ended 30 September 2024: 34.0%).
Escode revenue analysis - by originating region:
%
change at actual rates Constant currency(1) %
16 month period ended 30 September 2024 change at constant currency (1)
Year ended 16 month Year ended £m
30 September period ended 30 September 2025
2025 30 September £m
£m 2024
£m
UK 29.4 36.5 (19.5%) 29.4 36.5 (19.5%)
North America 32.9 45.5 (27.7%) 32.9 44.3 (25.7%)
Europe 4.2 5.4 (22.2%) 4.2 5.3 (20.8%)
Total Escode revenue 66.5 87.4 (23.9%) 66.5 86.1 (22.8%)
Escode revenue, analysed year on year by originating region, is as follows:
%
change at actual rates Constant currency(1) %
Year ended 30 September 2024 change at constant currency (1)
Year ended Year ended Year ended £m
30 September 30 September 2024 30 September 2025
2025 £m £m
£m
UK 29.4 28.0 5.0% 29.4 28.0 5.0%
North America 32.9 33.9 (2.9%) 32.9 33.1 (0.6%)
Europe 4.2 4.1 2.4% 4.2 4.0 5.0%
Total Escode revenue 66.5 66.0 0.8% 66.5 65.1 2.2%
Escode revenue has increased by 2.2% at constant currency (0.8% at actual
rates), which has predominantly been driven by favourable price increases and
volume during the year within verification services.
Escode has seen consistent growth for the same reasons when comparing each
half of the year, as reflected in the tables below. The following analysis
compares the two halves of the year against their respective prior period
comparatives, showing Escode revenue by originating region:
%
change at actual rates Constant currency(1) %
6 month period ended 31 March 2024 change at constant currency(1)
6 month 6 month 6 month £m
period ended period ended period ended
31 March 31 March 31 March
2025 2024 2025
£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%
%
change at actual rates Constant %
currency(1) change at constant currency(1)
6 month 6 month 6 month 6 month period ended
period ended 30 September period ended period ended 30 September 2025 30 September 2024
2025 30 September £m £m
£m 2024
£m
UK 14.5 14.0 3.6% 14.5 13.9 4.3%
North America 16.5 17.1 (3.5%) 16.5 16.5 -
Europe 2.2 2.0 10.0% 2.2 2.0 10.0%
Total Escode revenue 33.2 33.1 0.3% 33.2 32.4 2.5%
From an Escode revenue trajectory perspective by originating region, the
following tables compare H2 2025 performance with H1 2025:
%
change at actual rates Constant %
currency(1) change at constant currency(1)
6 month 6 month 6 month 6 month period ended
period ended period ended period ended 30 September 2025 31 March 2025
30 September 31 March £m £m
2025 2025
£m £m
UK 14.5 14.9 (2.7%) 14.5 14.9 (2.7%)
North America 16.5 16.4 0.6% 16.5 15.5 6.5%
Europe 2.2 2.0 10.0% 2.2 2.1 4.8%
Total Escode revenue 33.2 33.3 (0.3%) 33.2 32.5 2.2%
Escode revenues analysed by service line:
(1)
(1)
% Constant %
change at actual rates currency(1) change at constant currency(1)
Year ended 16 month Year ended 16 month period ended
30 September period ended 30 September 30 September 2024
2025 30 September 2024 2025 £m
£m £m £m
Escrow contracts 43.0 57.2 (24.8%) 43.0 56.5 (23.9%)
Verification services 23.5 30.2 (22.2%) 23.5 29.6 (20.6%)
Total Escode revenue 66.5 87.4 (23.9%) 66.5 86.1 (22.8%)
Escode revenue, analysed year on year by service line, is as follows:
(1)
(1)
% Constant %
change at actual rates currency(1) change at constant currency(1)
Year ended 12 month Year ended 12 month period ended
30 September period ended 30 September 30 September 2024
2025 30 September 2024 2025 £m
£m £m £m
Escrow contracts 43.0 43.0 - 43.0 42.5 1.2%
Verification services 23.5 23.0 2.2% 23.5 22.6 4.0%
Total Escode revenue 66.5 66.0 0.8% 66.5 65.1 2.2%
Comparing the two halves of the year against their respective prior period
comparatives, Escode revenue by service line is analysed as follows:
(1)
(1)
% Constant %
change at actual rates currency(1) change at constant currency(1)
6 month 6 month 6 month 6 month period ended
period ended period ended period ended 31 March 2024
31 March 31 March 31 March £m
2025 2024 2025
£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)
(1)
% Constant %
change at actual rates currency(1) change at constant currency(1)
6 month 6 month 6 month 6 month period ended
period ended period ended period ended 30 September 2024
30 September 30 September 30 September £m
2025 2024 2025
£m £m £m
Escrow contracts 21.0 21.0 - 21.0 20.7 1.4%
Verification services 12.2 12.1 0.8% 12.2 11.7 4.3%
Total Escode revenue 33.2 33.1 0.3% 33.2 32.4 2.5%
From an Escode service line revenue trajectory perspective the following
tables compare H2 2025 against H1 2025 performance:
(1)
(1)
% Constant %
change at actual rates currency(1) change at constant currency(1)
6 month 6 month 6 month 6 month period ended
period ended period ended period ended 31 March 2025
30 September 31 March 30 September £m
2025 2025 2025
£m £m £m
Escrow contracts 21.0 22.0 (4.5%) 21.0 21.4 (1.9%)
Verification services 12.2 11.3 8.0% 12.2 11.1 9.9%
Total Escode revenue 33.2 33.3 (0.3%) 33.2 32.5 2.2%
1 Revenue at constant currency is an unaudited Alternative Performance
Measures (APMs) and not an IFRS measure. See unaudited Appendix 1 for an
explanation of APMs and adjusting items, including a reconciliation to
statutory information.
Escode gross margin, by originating region, is analysed as follows:
Year ended Year ended 16 month 16 month
30 September 30 September period ended period ended % pts change
2025 £m 2025 30 September 30 September
% margin 2024 2024
£m % margin
UK 20.6 70.1% 24.8 67.9% 2.2%
North America 23.9 72.6% 32.6 71.6% 1.0%
Europe 3.0 71.4% 3.3 61.1% 10.3%
Escode gross profit and % margin 47.5 71.4% 60.7 69.5% 1.9%
Escode gross margin, analysed year on year by originating region, is as
follows:
Year ended Year ended 12 month 26 month
30 September 30 September period ended period ended % pts change
2025 £m 2025 30 September 30 September
% margin 2024 2024
£m % margin
UK 20.6 70.1% 19.0 67.9% 2.2%
North America 23.9 72.6% 24.1 71.1% 1.5%
Europe 3.0 71.4% 2.3 56.1% 15.3%
Escode gross profit and % margin 47.5 71.4% 45.4 68.8% 2.6%
Escode gross margin has increased by +2.6% pts, with UK and North America
increasing by +2.2% pts and +1.5% pts respectively and Europe increasing by
+15.3%. This is due to the continued 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.
Comparing the two halves of the year against their respective prior period
comparatives, Escode gross profit by originating region is analysed as
follows:
6 month 6 month 6 month 6 month
period ended period ended period ended period ended % pts
31 March 31 March 31 March 31 March change
2025 2025 2024 2024
£m % margin £m % margin
UK 10.2 68.5% 9.5 67.9% 0.6%
North America 11.7 71.3% 11.7 69.6% 1.7%
Europe 1.4 70.0% 1.2 57.1% 12.9%
Escode gross profit and % margin 23.3 70.0% 22.4 68.1% 1.9%
6 month 6 month 6 month 6 month
period ended period ended period ended period ended % pts
30 September 30 September 30 September 2024 30 September 2024 change
2025 2025 £m % margin
£m % margin
UK 10.4 71.7% 9.5 67.9% 3.8%
North America 12.2 73.9% 12.4 72.5% 1.4%
Europe 1.6 72.7% 1.1 55.0% 17.7%
Escode gross profit and % margin 24.2 72.9% 23.0 69.5% 3.4%
When comparing H2 2025 performance to H1 2025, the following table summarises
the gross margin trajectory:
6 month 6 month 6 month 6 month
period ended period ended period ended period ended % pts
30 September 30 September 31 March 31 March change
2025 2025 2025 2025
£m % margin £m % margin
UK 10.4 71.7% 10.2 68.5% 3.2%
North America 12.2 73.9% 11.7 71.3% 2.6%
Europe 1.6 72.7% 1.4 70.0% 2.7%
Escode gross profit and % margin 24.2 72.9% 23.3 70.0% 2.9%
Overall Escode gross margin has increased by 2.6% in H2 2025 compared to H1
2025. This is predominantly driven by an improvement in UK and North America
Escode which have increased by 3.2% and 2.6% respectively. These improvements
continue to reflect an increased shift towards a more global operating model
for Escode, following the change in sales team structure during the year.
Individually Significant Items
During the year, the Group has incurred a £1.9m credit in individually
Significant Items (ISIs) (2024: £41.5m) as follows:
2025 2024
£m £m
Fundamental re-organisation costs 3.9 9.4
Costs associated with strategic review of Escode business 3.8 0.1
Costs associated with strategic review of Cyber business 1.8 -
Profit on disposal of DetACT/DDI - (1.5)
North America Cyber Security goodwill impairment - 31.9
Transaction costs of Fox Crypto - 1.6
Total ISIs (excluding profit on disposal of Fox Crypto) 9.5 41.5
Profit on disposal of Fox Crypto (11.4) -
Total ISIs (1.9) 41.5
The £11.4m gain on disposal of Fox Crypto recognised in the year ended 30
September 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
year. The difference between the £11.4m gain recorded in the year and the
£9.8m overall gain (see Note 11) reflects £1.5m of transaction costs
incurred in the 16 month period ended 30 September 2024, which are not
included in the current year. In addition, £0.1m of TSA income has been
accrued during the year. As this represents a material gain on disposal, it
has been separately disclosed on the face of the Groups statutory consolidated
Income Statement.
ISIs also include £3.9m (2024: £9.4m) of fundamental re-organisation costs
as we continue to reshape the Group in line with its strategy, with the
current intention to complete the final phase 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 is focused to
support the underlying Cyber Security business strategy.
£3.8m (2024: £0.1m) of professional fees in relation to the ongoing
strategic review of Escode have also been incurred during the year.
Regarding the strategic review of Cyber (the "Cyber Review"), professional
fees of £1.8m (2024: £nil) have been incurred during the year.
Finance costs
The Group's finance costs (including discontinued operations of £0.1m) for
the year ended 30 September 2025 were £5.0m (2024: £8.3m). This annualised
reduction in finance costs resulted from the Group's repayment of external
borrowings part way through the year, following the receipt of gross cash
proceeds of £65.6m from the completion of the Fox Crypto disposal in March
2025.
Finance costs include lease financing costs of £1.1m (2024: £1.7m), with a
reduction due to property rationalisation.
FY26 finance costs are expected to amount to c.£1.8m, following the Group's
expected net cash position.
Taxation
The Group's effective statutory tax rate is 17.0% (2024: 18.2%), with the
Group's adjusted tax rate is 22.5% (2024: 24.3%).
Earnings/(loss) per share (EPS)
Year ended 16 month
30 September period ended
2025 30 September
2024
Statutory
Statutory profit/(loss) for the year/period from continuing operations 17.1 (32.5)
Basic earnings/(loss) per share 5.6p (10.4p)
Diluted earnings/(loss) per share 5.5p (10.4p)
Adjusted(1)
Adjusted profit for the year/period 14.5 10.6
Basic EPS 4.7p 3.4p
Diluted EPS 4.6p 3.4p
Weighted average number of shares (million)
Basic 307.1 311.7
Diluted 312.3 313.2
1 See Note 3 of the Consolidated Financial Statements within the Group's 2025
Annual Report and Accounts for the composition of how the Group's statutory
profit/(loss) for the year/period is comprised between continuing operations
and discontinued operations.
Adjusted basic EPS(1) is reconciled as follows:
Year ended 16 month
30 September 2025 period ended
£m 30 September
2024
£m
Statutory profit/(loss) for the year/period 17.1 (32.5)
Individually Significant Items (Note 4)(2) 9.5 39.9
(Profit on disposal)/transaction costs of Fox Crypto (Note 4)(2) (11.4) 1.6
Tax effect of Individually Significant Items (0.7) (5.8)
North America deferred tax Asset derecognition (adjusting item) - 7.4
Adjusted profit for the period 14.5 10.6
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 The Group reports only one adjusted item: Individual Significant Items
(which includes the £11.4m profit on disposal of Fox Crypto and £9.5m of
fundamental re-organisation, strategic review of Escode and strategic review
of Cyber costs). For further details, please refer to unaudited Appendix 1 and
this Financial Review, which includes an explanation of APMs and adjusting
items, along with a reconciliation to statutory information. The gain on
disposal of Fox Crypto was non-taxable.
Reconciliation of net debt(1)
The table below summarises the Group's cash flow and net debt (1)(including
discontinued operations):
Year ended Year ended 30 September 16 month
30 September 2024 period ended
2025 £m 30 September
£m 2024
£m
Operating cash inflow before movements in working capital 38.7 50.6 48.5
Movement in working capital and non-payables 1.2 (2.6) (10.1)
Cash generated from operating activities before interest and taxation 39.9 48.0 38.4
Interest element of lease payments (1.1) (1.6) (1.7)
Finance interest paid (3.3) (5.9) (6.0)
Taxation paid (2.0) (2.1) (4.3)
Net cash generated from operating activities 33.5 38.4 26.4
Purchase of property, plant and equipment (4.7) (4.3) (6.2)
Software, development expenditure (0.4) (1.3) (2.6)
Acquisition of trade and assets as part of a business combination - - (1.0)
Sale proceeds from business disposals 61.4 10.4 12.4
Equity dividends paid (19.0) (14.5) (14.5)
Repayment of lease liabilities (principal amount) (6.8) (7.9) (10.2)
Acquisition of treasury shares (5.8) (5.8) (5.8)
Proceeds from the issue of ordinary share capital 0.3 0.3 0.3
Net movement 58.5 15.3 (1.2)
Opening net debt (excluding lease liabilities)(1) (45.3) (67.5) (49.6)
Non-cash movements (release of deferred issue costs) (0.5) (0.5) (0.6)
Foreign exchange movement 0.4 7.4 6.1
Closing net cash/(debt) excluding lease liabilities(1) 13.1 (45.3) (45.3)
Lease liabilities (19.5) (27.6) (27.6)
Closing net debt(1) (6.4) (72.9) (72.9)
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 this Financial Review for an explanation of APMs
and adjusting items, including a reconciliation to statutory information.
2 The Group reports only one adjusted item: Individually Significant Items
(which includes the £11.4m profit on disposal of Fox Crypto and £9.5m of
fundamental re-organisation, strategic review of Escode and strategic review
of Cyber costs). For further details, please refer to unaudited Appendix 1 and
this Financial Review, which includes an explanation of APMs and adjusting
items, along with a reconciliation to statutory information. The gain on
disposal of Fox Crypto was non-taxable.
Year ended 16 month
30 September period ended
2025 30 September
£m 2024
£m
Cash and cash equivalents 16.4 29.8
Bank overdraft - (13.6)
Borrowings (net of deferred issue costs) - continuing operations (3.3) (61.5)
Net cash/(debt) excluding lease liabilities (1) 13.1 (45.3)
Lease liabilities (19.5) (27.6)
Net debt (1) (6.4) (72.9)
Net cash/(debt), excluding lease liabilities, for discontinued and continuing
operations is presented below:
Year ended 30 September 16 month period ended
2025 30 September 2024
£m £m
Net cash/(debt) excluding lease liabilities(1) - continuing operations 9.2 (47.3)
Net cash excluding lease liabilities (1) - discontinuing operations 3.9 2.0
Net cash/(debt) excluding lease liabilities (1) 13.1 (45.3)
Net debt 1 can be reconciled as follows:
Reconciliation of net change in cash and cash equivalents to movement in net
debt1:
Year ended 16 month
30 September period ended
2025 30 September
£m 2024
£m
Net decrease in cash and cash equivalents (inc. bank overdraft) (1.0) (18.4)
Change in net debt (1) resulting from cash flows (net of deferred issue costs) 59.2 17.2
Release of deferred issue costs (0.5) (0.6)
Issue costs related to borrowings (non-cash) 0.3 -
Effect of foreign currency on cash flows 1.2 2.3
Foreign currency translation differences on borrowings (0.8) 3.8
Change in net debt (1) during the year/period 58.4 4.3
Net debt(1) at start of period excluding lease liabilities (45.3) (49.6)
Net cash/(debt) (1) at end of period excluding lease liabilities 13.1 (45.3)
Lease liabilities (19.5) (27.6)
Net debt(1) at end of year/period (6.4) (72.9)
1 Net cash/(debt) and Net cash/(debt) excluding lease liabilities are
Alternative Performance Measures (APMs) and not IFRS measures. See unaudited
Appendix 1 and this Financial Review for an explanation of APMs and adjusting
items, including a reconciliation to statutory information.
The reduction in net debt is predominantly driven by the completion of the Fox
Crypto disposal in March 2025, where the Group received sale proceeds (net of
cash disposed of) of £61.4m. This amount has been utilised to reduce the
Group's borrowings during the year.
The calculation of the cash conversion ratio 1 is set out below:
Year ended Year ended 16 month
30 September 30 September period ended
2025 2024 30 September
£m £m 2024
£m
Operating cash flow before interest and taxation 39.9 48.0 38.4
Adjusted EBITDA(1, 2) 43.7 49.7 51.6
Cash conversion ratio(1, 2) (%) 91.3% 96.6% 74.4%
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 this Financial Review for an explanation of APMs
and adjusting items, including a reconciliation to statutory information.
2 The Group reports only one adjusted item: Individually Significant Items
(which includes the £11.4m profit on disposal of Fox Crypto and £9.5m of
fundamental re-organisation, strategic review of Escode and strategic review
of Cyber costs). For further details, please refer to unaudited Appendix 1 and
this Financial Review, which includes an explanation of APMs and adjusting
items, along with a reconciliation to statutory information. The gain on
disposal of Fox Crypto was non-taxable.
Cash conversion has improved by 16.9% pts to 91.3% as at 30 September 2025
(when compared to the previous audited period), primarily driven by stronger
performance in the second half of the year and favourable movements in the
Group's working capital, reflecting improved collectability. For reference,
cash conversion was 62.3% in H1 2025 and 119.4% in H2 2025.
Cash capital expenditure during the period was £5.1m (2024: £8.8m), which
includes tangible asset expenditure of £4.7m (2024: £6.2m) and capitalised
software and development costs of £0.4m (2024: £2.6m). Following the opening
of our new Fox-IT office in October 2025, the Group incurred £1.6m of
tangible capital expenditure during the year to fit out the premises and make
the office operational.
During the year, the Company acquired treasury shares (4,000,000 ordinary
shares) for £5.8m, this follows shares (4,000,000 ordinary shares) purchased
in the prior period 2024 for £5.8m. The shares are held in the EBT, which is
a discretionary trust for the benefit of the Group's colleagues. The shares
will be used to satisfy the future vesting requirements of share plans the
Company operates under the Long Term Incentive Plan, the Restricted Share Plan
and other discretionary share plans. Following this purchase, and as at 30
September 2025, the EBT holds a total of 8,485,195 ordinary shares (2024:
5,158,090), equating to 2.69% of the Company's issued share capital.
As announced on 21 October 2025, the Board will commence an initial share
buy-back programme in December 2025/January 2026. This will be carried out
under our existing shareholder authority and in line with our capital
allocation policy, as well as all relevant legal and regulatory requirements.
Our current dividend policy will remain unchanged by the share buy-back
programme.
Dividends
During the year, total dividends of £9.2m were recognised and paid (2024:
£14.5m). In addition, the interim dividend of £9.8m for the period ended 30
September 2024 (3.15p per share) was recognised in the prior period and paid
during the year on 1 October 2024.
The Board is proposing a final dividend of 3.15p per ordinary share for the
year ended 30 September 2025, 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 final dividend of 3.15p per ordinary share, which, together with the
interim dividends of 1.50p and 1.50p per ordinary share paid on 4 April 2025
and 1 August 2025 respectively, makes a total dividend of 6.15p for the year
ended 30 September 2025.
The final dividend will be paid on 10 April 2026, subject to approval at the
AGM on 3 March 2026, to shareholders on the register at the close of business
on 13 March 2026. The ex-dividend date is 12 March 2026. The dividend has not
been included as a liability as at 30 September 2025. The payment of this
dividend will not have any tax consequences for the Group.
Our FY26 framework
Looking forward to FY26, we will measure ourselves against the following
goals:
• Sustainable revenue growth
• Deliver underlying growth in Cyber Security
• Deliver return on sales investment in Cyber Security
• Drive C&I and MS as a proportion of revenue
• Maintain momentum in Escode
• Improved gross margin
• Increase Cyber utilisation from 70% to 75%
• Data driven pricing and margin investment decision making
• Drive enhanced benefits from globalised technical resource footprint
• Efficiency for growth
• Simplify operating model in Cyber and Escode to generate efficiencies
• Drive consistent profit conversion in every market
• Capital deployment supporting growth
• Strong cash conversion
• Sustain appropriate liquidity and debt facilities
• Execute share buy-back programme
• Dividend policy
Guy Ellis
Chief Financial Officer
11 December 2025
Condensed consolidated income statement
For the year ended 30 September 2025
Continuing operations Note Year ended 16-month
30 September period ended
2025 30 September
£m 2024
Restated*
£m
Revenue 3 238.9 342.1
Cost of sales 3 (150.5) (224.1)
Gross profit 3 88.4 118.0
Administrative expenses
Individually Significant Items 4 (9.5) (41.4)
Depreciation and amortisation (14.0) (21.6)
Other administrative expenses (82.4) (112.4)
Total administrative expenses (105.9) (175.4)
Profit on disposal of Fox Crypto 4 11.4 -
Operating loss (6.1) (57.4)
Finance costs (4.9) (8.2)
Loss before taxation (11.0) (65.6)
Taxation 5 1.9 (1.6)
Loss from continuing operations (9.1) (67.2)
Profit from discontinued operations 26.2 34.7
Profit for the period attributable to the owners of the Company 17.1 (32.5)
Loss per ordinary share from continuing operations 7
Basic EPS (3.0p) (21.6p)
Diluted EPS (3.0p) (21.6p)
( )
( )
( )
Condensed consolidated statement of comprehensive income
For the year ended 30 September 2025
Year ended 16-month
30 September period ended
2025 30 September
£m 2024
Restated*
£m
Profit for the period attributable to the owners of the Company 17.1 (32.5)
Other comprehensive loss
Items that may be reclassified subsequently to profit or loss (net of tax)
Reclassification of currency translation reserve on disposal of foreign (7.9) -
operations
Foreign exchange translation differences from continuing operations 4.9 (2.8)
Exchange differences on translation of discontinued operations (Note 9) (0.1) (10.2)
Total other comprehensive loss (3.1) (13.0)
Total comprehensive income for the period (net of tax) attributable to the 14.0 (45.5)
owners of the Company
Total comprehensive income/(loss) for the year/period attributable to owners
of the Company arises from:
Continuing operations (12.1) (70.0)
Discontinued operations 26.1 24.5
14.0 (45.5)
( ) *Comparatives have been restated to present Escode as a discontinued
operation. See Note 9 for further details.
The accompanying notes 1 to 11 are an integral part of these condensed
consolidated financial statements.
Condensed consolidated balance sheet
As at 30 September 2025
Note
30 September 30 September
2025 2024
£m £m
Non-current assets
Goodwill 8 46.3 156.5
Intangible assets 8 3.6 89.2
Property, plant and equipment 10.5 11.6
Right-of-use assets 13.8 15.7
Deferred tax asset 1.0 0.6
Total non-current assets 75.2 273.6
Current assets
Trade and other receivables 31.8 32.2
Contract assets 19.4 20.1
Current tax receivable 5.5 2.9
Cash and cash equivalents 12.5 29.8
Derivative financial instruments 0.9 -
Assets classified as held for sale 9 198.0 61.5
Total current assets 268.1 146.5
Total assets 343.3 420.1
Current liabilities
Trade and other payables 43.1 46.8
Bank overdraft - 13.6
Lease liabilities 4.1 5.7
Current tax payable 0.8 1.6
Derivative financial instruments - 0.8
Provisions 0.3 1.4
Contract liabilities - deferred revenue 25.7 50.7
Liabilities associated with assets classified as held for sale 9 39.8 5.7
Total current liabilities 113.8 126.3
Non-current liabilities
Borrowings 10 3.3 61.5
Lease liabilities 15.4 21.9
Deferred tax liabilities 0.2 0.5
Provisions 1.9 1.9
Contract liabilities - deferred revenue 2.2 2.8
Total non-current liabilities 23.0 88.6
Total liabilities 136.8 214.9
Net assets 206.5 205.2
Equity
Share capital 3.1 3.1
Share premium 224.7 224.4
Merger reserve 42.3 42.3
Currency translation reserve 21.4 24.5
Retained earnings (85.0) (89.1)
Total equity attributable to equity holders of the parent 206.5 205.2
The accompanying notes 1 to 11 are an integral part of these condensed
consolidated financial statements.
These financial statements were approved and authorised for issue by the Board
of Directors on 11 December 2025 and were signed on its behalf by:
Mike Maddison Guy Ellis
Chief Executive
Officer
Chief Financial Officer
11 December
2025
11 December 2025
Condensed consolidated cash flow statement
For the year ended 30 September 2025
Note Year ended 16 month
30 September period ended
2025 30 September
£m 2024
£m
Cash flow from operating activities
Loss for the year/period of continuing operations (9.1) (67.2)
Profit for the year/period from discontinued operations1 26.2 34.7
Profit for the period 17.1 (32.5)
Adjustments for:
Depreciation of property, plant and equipment 4.3 5.4
Depreciation of right-of-use assets 5.5 8.1
Amortisation of customer contracts and relationships 8 8.1 12.5
Amortisation of software and development costs 8 2.1 3.3
Impairment of goodwill - 31.9
Impairment of non-current assets included in ISIs 0.3 3.9
Disposals of non-current assets included in administrative costs 1.2 -
Impairment reversal of non-current assets included in administrative - 0.9
costs
Impairment reversal of non-current assets included in ISIs (0.2) (0.8)
Share-based payments 2.1 2.3
Lease financing costs 1.1 1.7
Other financing costs 3.8 6.6
Foreign exchange loss 2.7 1.9
Gain on disposal of derecognised lease liabilities (1.9) -
Profit on disposal of Right-of-use-assets - (0.1)
Profit on disposal of businesses 11 (11.3) (1.6)
Profit on disposal of investment - (0.1)
Loss on disposal of fixed assets - 0.1
Loss on disposal of intangible assets 0.3 -
Income tax expense 3.5 5.0
Cash inflow for the period before changes in working capital 38.7 48.5
(Increase)/decrease in trade and other receivables (5.4) 1.3
Decrease/(increase) in contract assets 0.4 (5.9)
Decrease in inventories - 0.2
Increase/(decrease) in trade and other payables 10.3 (11.9)
(Decrease)/increase in contract liabilities (1.1) 5.5
(Decrease)/increase in provisions (3.0) 0.7
Cash generated from operating activities before interest and taxation 39.9 38.4
Interest element of lease payments (1.1) (1.7)
Other interest paid (3.3) (6.0)
Taxation paid (2.0) (4.3)
Net cash generated from operating activities 33.5 26.4
Cash flows from investing activities
Acquisition of trade and assets as part of business combinations - (1.0)
Purchase of property, plant and equipment (4.7) (6.2)
Software, development and customer contracts expenditure 8 (0.4) (2.6)
Sales proceeds of business disposals (net of cash disposed of) 11 61.4 12.4
Net cash generated from investing activities 56.3 2.6
Cash flows from financing activities
Proceeds from the issue of ordinary share capital 0.3 0.3
Acquisition of treasury shares (5.8) (5.8)
Principal element of lease payments (6.8) (10.2)
Drawdown of borrowings (net of deferred issue costs) 21.1 57.8
Issue costs related to borrowings (0.3) -
Repayment of borrowings (80.3) (75.0)
Equity dividends paid 6 (19.0) (14.5)
Net cash generated used in in financing activities (90.8) (47.4)
Net decrease in cash and cash equivalents (inc. bank overdraft) (1.0) (18.4)
Cash and cash equivalents (inc. bank overdraft) at beginning of year/period 16.2 32.3
Effect of foreign currency exchange rate changes 1.2 2.3
Cash and cash equivalents(2) (inc. bank overdraft) at end of the year/period 16.4 16.2
1 See Note 9 for the operational, financing and investing cash flows of
discontinued operations.
2 Inclusive of £3.9m of cash and cash equivalents classified as asset held
for sale - see Note 9.
The accompanying notes 1 to 11 are an integral part of these condensed
consolidated financial statements.
Condensed consolidated statement of changes in equity
For the year ended 30 September 2025
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 (Note 6) - - - - (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
Profit for the year - - - - 17.1 17.1
Reclassification of currency translation reserve on disposal of foreign - - - (7.9) - (7.9)
operations (Note 11)
Foreign currency translation differences - - - 4.8 - 4.8
Total comprehensive (loss)/income for the year - - - (3.1) 17.1 14.0
Transactions with owners recorded directly in equity
Dividends to equity shareholders (Note 6) - - - - (9.2) (9.2)
Share-based payments - - - - 2.1 2.1
Current and deferred tax on share-based payments - - - - (0.1) (0.1)
Acquisition of treasury shares - - - - (5.8) (5.8)
Shares issued - 0.3 - - - 0.3
Total contributions by and distributions to owners - 0.3 - - (13.0) (12.7)
Balance at 30 September 2025 3.1 224.7 42.3 21.4 (85.0) 206.5
The accompanying notes 1 to 11 are an integral part of these condensed
consolidated financial statements.
Notes to the condensed consolidated financial statements
1 Material 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 Group Financial Statements consolidate 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 customers
through the supply of Cyber Security and Escode services.
The condensed financial statements have been prepared on the historical cost
basis. The condensed financial statements are presented in Sterling (£m)
because that is the currency of the principal economic environment in which
the Company operates. The financial information is derived from the Group's
consolidated financial statements for the year ended 30 September 2025, which
have been prepared on the going concern basis in accordance with UK-adopted
international accounting standards ("UK-adopted IFRS"). The financial
information set out above does not constitute the Company's statutory accounts
for the year ended 30 September 2025.
The statutory accounts for the year ended 30 September 2025 and comparative 16
month period ended 30 September 2024 have been reported on by the Company's
auditors, PricewaterhouseCoopers LLP., and will be delivered to the registrar
of companies in due course. The auditors have reported on those statutory
accounts; their report was (i) unqualified, (ii) did not include a reference
to any matters to which the auditors 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.
As required by the Disclosure Guidance and Transparency Rules of the Financial
Conduct Authority the condensed set of financial statements has been prepared
applying the accounting policies and presentation that were applied in the
company's published consolidated financial statements for the year ended 30
September 2025 which were prepared in accordance with IFRS as adopted for use
in the UK. They do not contain all the information required for full financial
statements.
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 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 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 its 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 current
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 30 September
2024), 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 Financial Statements.
As of 30 September 2025, net cash (excluding lease liabilities) was £13.1m,
comprising cash and cash equivalents of £16.4 m, a bank overdraft of £nil,
and a drawn revolving credit facility of £5.2m (excluding £1.9 m of
unamortised borrowing fees). The Group also had £114.8 m of undrawn
committed facilities, excluding an uncommitted accordion facility of
£50.0 m. 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 EBITDA1 to interest charge) that are tested bi-annually on 31
March and 30 September each year.
As of 30 September 2025, leverage amounted to 0.0x and net interest cover
amounted to 8.1x 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
similar to amounts noted in these Financial Statements with the exceptions
being net debt which excludes IFRS 16 lease liabilities and Adjusted
EBITDA( )1. The Group was in compliance with the terms of all its facilities
during the year, including the financial covenants on 30 September 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 performed base case modelling using the FY26 Board-approved
budget and forecasts beyond this budgeted period, reflecting scenarios both
with and without the potential disposal of its Escode business (including any
associated impact on the Group's banking facilities and expected net cash
position). In addition, management has prepared forecasts reflecting severe
but plausible downside scenarios, considering the principal risks faced by the
Group, such as the loss of key customers and further reductions in the Group's
Technical Assurance Services ('TAS') Cyber business. These forecasts,
including all scenarios modelled, have been reviewed by the Directors, support
their expectation that the Group will operate within its available committed
banking facilities and meet its liabilities as they fall due throughout the
assessment period. The assumptions underpinning these forecasts (and severe
yet plausible downside scenarios) are set out in more detail in the Viability
Statement of the Group's 2025 Annual Report.
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 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 Financial Statements for the year ended 30
September 2025.
Additionally, the Group remains in the early stages of reviewing a number of
strategic options for its Cyber business, however no decision has been made on
which option will be pursued as of 11 December 2025. Accordingly, no material
uncertainties have been identified that would cast significant doubt on the
Group's ability to continue as a going concern in relation to this ongoing
process.
From a Company perspective, the Company places reliance on other Group trading
entities for financial support. The Company controls these Group entities and
therefore has the ability to direct the financial activities of the Group.
Having reviewed the current trading performance, forecasts, debt servicing
requirements, total facilities and risks, the Directors are confident that the
Company and the Group will have sufficient funds to continue to meet their
liabilities as they fall due for a period of at least 12 months from the date
of approval of these consolidated Financial Statements, which is determined as
the going concern period. Accordingly, the Directors continue to adopt the
going concern basis of accounting in preparing the Group's Financial
Statements for the year ended 30 September 2025.
There are no post-Balance Sheet events which the Directors believe will
negatively impact the going concern assessment.
1 Revenue at constant currency, Adjusted EBITDA and net debt excluding lease
liabilities are Alternative Performance Measures (APMs) and not IFRS measures.
See Appendix 1 for an explanation of APMs and adjusting items, including a
reconciliation to statutory information.
Assets held for sale
Assets are classified as held for sale if their carrying amount is to be
recovered principally through a sale transaction rather than through
continuing use. This condition is regarded as met only when the sale is highly
probable within one year from the date of classification and the assets are
available for sale in their present condition. Assets held for sale are stated
at the lower of the carrying amount and fair value less costs to dispose.
Discontinued operations
A discontinued operation is a component of the Group that has been disposed of
or is classified as held for sale and represents a separate major line of
business or geographical area of operation.
In accordance with IFRS 5, the post-tax results of discontinued operations and
any post-tax gain or loss on disposal or remeasurement to fair value less
costs to sell are presented as a single amount in the Consolidated Income
Statement.
When classified as held for sale, the assets and liabilities of discontinued
operations are presented separately in the Consolidated Balance Sheet. Cash
flows relating to discontinued operations are disclosed separately in Note 9,
including operating, investing and financing activities. Further disclosures,
including a breakdown of the Income Statement components and earnings per
share from discontinued operations, are provided in the Notes to the Financial
Statements.
Individually Significant Items
ISIs 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 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 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
the 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 year ended 30 September 2025. These primarily
relate to the carrying value of goodwill.
Carrying value of goodwill
The Group has significant goodwill balances as at 30 September 2025, arising
from acquisitions in previous years. The carrying value of goodwill at 30
September 2025 is £46.3m (30 September 2024: £156.5m). Goodwill is tested
for impairment annually on 30 September. The Group allocates goodwill to cash
generating units (CGUs), representing the lowest level of asset groupings that
generate independent cash inflows.
For the year ended 30 September 2025, tests for impairment are based on the
calculation of a fair value less costs to sell (FVLCTS) which has been used to
establish the recoverable amount of each CGU. The FVLCTS valuation of each
standalone CGU has been calculated by determining sustainable earnings, which
are based on the Adjusted EBITDA(1), and applying a reasonable market multiple
on the calculated sustainable earnings. The sustainable earnings figures used
in this calculation include a key assumption regarding achievable forecast
revenue. Reasonable changes in the key assumptions used to determine the
sustainable earnings can materially impact the outcomes of the impairment
reviews and the impairment charges recognised. An analysis of the Group's
goodwill, the methodology used to test for impairment and sensitivity analysis
relating to the sustainable earnings are set out in Note 8.
Regarding the prior period, 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
· 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. No impact was noted
in the current year, given the full goodwill balance was impaired in the prior
period.
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 8).
No further impairments or changes to goodwill allocations have occurred in the
year ended 30 September 2025. For further information on the Group's
impairment methodology and sensitivity analyses, refer to Note 8.
1 Revenue at constant currency, Adjusted EBITDA, and net debt excluding lease
liabilities are Alternative Performance Measures (APMs) rather than IFRS
measures. For an explanation of APMs and adjusting items, including a
reference to the reconciliation with statutory information, please see
Appendix 1.
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.
During the year, the Group's Escode business has been classified as a
discontinued operation as described in Note 9. As the CODM continues to assess
the performance of this operation, its results are included in the segmental
information presented below.
Continuing operations Discontinued operations
Segmental analysis for the year ended 30 September 2025 Central and head office Cyber Sub-total Escode Group
£m Security £m £m £m
£m
Revenue - 238.9 238.9 66.5 305.4
Cost of sales - (150.5) (150.5) (19.0) (169.5)
Gross profit - 88.4 88.4 47.5 135.9
Gross margin % - 37.0% 37.0% 71.4% 44.5%
Administrative expenses* (11.2) (68.4) (79.6) (9.6) (89.2)
Share-based payments (2.6) (0.2) (2.8) (0.2) (3.0)
Depreciation (2.5) (6.6) (9.1) (0.7) (9.8)
Amortisation of software and development costs (0.6) (1.2) (1.8) (0.3) (2.1)
Amortisation of acquired intangibles (2.1) (1.0) (3.1) (5.0) (8.1)
Individually Significant Items (Note 4) (5.6) (3.9) (9.5) - (9.5)
Total administrative expenses (24.6) (81.3) (105.9) (15.8) (121.7)
Profit on disposal of Fox Crypto 11.4 - 11.4 - 11.4
Operating (loss)/profit (13.2) 7.1 (6.1) 31.7 25.6
Finance costs (5.0)
Profit before taxation 20.6
Taxation (3.5)
Profit for the year attributable to owners of the Company 17.1
* In accordance with IFRS 5, £6.8m of head office overheads incurred by the
discontinued Escode division during the year have been reallocated to central
and head office within continuing operations. This is due to the fact that if
an operation is disposed of, the relevant central overheads may not decrease
in the short term.
Continuing operations Discontinued operations
Segmental analysis for the period ended 30 September 2024 (restated) Central and head office Cyber Sub-total Escode Group
£m Security £m £m £m
£m
Revenue - 342.1 342.1 87.4 429.5
Cost of sales - (224.1) (224.1) (26.7) (250.8)
Gross profit - 118.0 118.0 60.7 178.7
Gross margin % - 34.5% 34.5% 69.5% 41.6%
Administrative expenses* (13.0) (97.3) (110.3) (14.5) (124.8)
Share-based payments (2.0) (0.1) (2.1) (0.2) (2.3)
Depreciation (3.5) (9.4) (12.9) (0.6) (13.5)
Amortisation of software and development costs (1.8) (1.5) (3.3) - (3.3)
Amortisation of acquired intangibles (4.0) (1.4) (5.4) (7.1) (12.5)
Individually Significant Items (Note 4) - (41.4) (41.4) (0.1) (41.5)
Total administrative expenses (24.3) (151.1) (175.4) (22.5) (197.9)
Operating (loss)/profit (24.3) (33.1) (57.4) 38.2 (19.2)
Finance costs (8.3)
Loss before taxation (27.5)
Taxation (5.0)
Loss for the period attributable to owners of the Company (32.5)
*In accordance with IFRS 5, £9.6m of head office overheads incurred by the
discontinued Escode division during the prior period have been reallocated to
central and head office within continuing operations, restating the prior
period Escode and central and head office administrative expenses. This is due
to the fact that if an operation is disposed of, the relevant central
overheads may not decrease in the short term. See note 9 for further details.
Revenue is disaggregated by primary geographical market, by category and
timing of revenue recognition as follows:
Continuing operations Discontinued operations
Cyber Security Cyber Escode Escode 2025 2024
2025 Security 2025 2024 Total Total
2024
Revenue by originating country £m £m £m £m £m £m
UK 125.8 158.9 29.3 36.5 155.1 195.4
APAC 8.6 14.4 0.1 - 8.7 14.4
North America 56.7 90.7 32.9 45.5 89.6 136.2
Europe 47.8 78.1 4.2 5.4 52.0 83.5
Total revenue 238.9 342.1 66.5 87.4 305.4 429.5
Continuing operations Discontinued operations
Cyber Security Cyber Escode Escode 2025 2024
2025 Security 2025 2024 Total Total
2024
Revenue by category £m £m £m £m £m £m
Services 236.0 337.5 66.5 87.4 302.5 424.9
Products 2.9 4.6 - - 2.9 4.6
Total revenue 238.9 342.1 66.5 87.4 305.4 429.5
Continuing operations Discontinued operations
Cyber Security Cyber Escode Escode 2025 2024
2025 Security 2025 2024 Total Total
2024
Timing of revenue recognition £m £m £m £m £m £m
Services and products transferred over time 219.6 322.1 42.9 57.9 262.5 380.0
Services and products transferred at a point in time 19.3 20.0 23.6 29.5 42.9 49.5
Total revenue 238.9 342.1 66.5 87.4 305.4 429.5
As part of the Group's ongoing transformation and the implementation of its
new strategy, Cyber Security revenue continues to be analysed in greater
detail by service type and capability. This change in analysis enables the
Group to better focus on existing customers, as well as on simplifying
operations and the core services provided. The analysis is as follows:
Continuing operations 2025 2024
£m £m
Technical Assurance Services (TAS) 88.4 141.4
Consulting and Implementation (C&I) 48.5 55.2
Managed Services (MS) 76.4 91.8
Digital Forensics and Incident Response (DFIR) 13.1 20.6
Other services 12.5 33.1
Total Cyber Security revenue 238.9 342.1
Revenues from the Escode business, classified as a discontinued operation for
the year ended 30 September 2025, have been analysed by service line:
2025 2024
£m £m
Discontinued operations
Escrow contracts 43.0 57.2
Verification services 23.5 30.2
Total Escode revenue 66.5 87.4
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 Appendix 1).
Reference 2025 2024
£m £m
Fundamental reorganisation costs a 3.9 9.4
Costs associated with strategic review of Escode business b 3.8 0.1
Costs associated with strategic review of Cyber business c 1.8 -
Profit on disposal of DetACT/DDI d - (1.5)
North America Cyber Security goodwill impairment e - 31.9
Transaction costs of Fox Crypto f - 1.6
Total ISIs (excluding profit on disposal of Fox Crypto) 9.5 41.5
Profit on disposal of Fox Crypto f (11.4) -
Total ISIs (1.9) 41.5
(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 included three planned
phases (with phase 3 remaining in progress as at 30 September 2025) as
follows:
· Phase 1 (March-April 2023) - initial reduction in global delivery and
operational headcount, and c.7% reduction of the Group's global headcount.
· Phase 2 (June-September 2023) - a further reduction in the 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 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 is focused to
support the underlying Cyber Security business strategy.
Costs of £3.9m (2024: £9.4m) and a cash outflow of £3.8m (2024: £6.0m)
have been incurred in relation to the implementation of this reorganisation.
These costs primarily consist of severance payments, associated taxes, and
professional fees for advisory and legal services.
The reorganisation costs include £0.3m (2024: £3.4m) related to property
rationalisation. This comprises £0.1m (2024: £3.5m) in property closure
impairment charges and £nil (2024: £0.4m) in fixed asset impairment charges,
both relating to non-current assets. Additionally, £nil (2024: £0.7m)
relates to non-rental provision costs.
Offsetting these costs are £0.2m (2024: £0.8m) in non-current asset
impairment reversals and £nil (2024: £0.4m) in provision reversals. These
costs and reversals reflect the impact of a reduction in the Group's global
headcount, leading to decreased office utilisation and a re-evaluation of the
global property portfolio.
It is expected that costs will continue to be incurred 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) 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 and Accounts. However, during the year
ended 30 September 2025, the Group confirmed that it was exploring a number of
options for its Escode business, including a potential sale. This was
subsequently reinforced by the Group's trading update issued on 21 October
2025.
Professional fees of £3.8m (2024: £0.1m) have been incurred during the year,
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. Costs of
£3.8m (2024: £0.1m) and a cash outflow of £1.8m (2024: £0.1m) have been
incurred.
(C) Costs associated with strategic review of Cyber business
On 28 April 2025, the Group confirmed that it was investigating a number of
options for its Escode business including a potential sale. On 16 July 2025
the Company confirmed that it was in the early stages of commencing a review
of all strategic options for its Cyber business in the event the sale of the
Escode business is agreed (the "Cyber Review"). This was subsequently
reinforced by the Group's trading update issued on 21 October 2025. This
process remains at a very early stage, and as at 30 September 2025, no
decisions had been made regarding which option will be pursued.
During the year the Group has incurred professional fees of £1.8m (2024:
£nil) in relation to the Cyber review, primarily relating to advisory support
services. Costs of £1.8m (2024: £nil) and a cash outflow of £0.9m (2024:
£nil) have been incurred.
(D) Profit on disposal of DetACT/DDI
In the prior period, on 30 April 2024, the Group disposed of its DetACT
business for cash consideration of £8.2m. A profit of £1.6m was recognised
in relation to this disposal. There has been no impact in the current year.
On 31 December 2022, the Group disposed of its DDI business for a total
consideration of £5.8m, consisting of a cash payment of £2.0m and contingent
consideration of £3.8m. This disposal resulted in a profit of £nil (2024:
£nil) directly attributable to the DDI business sale. Further details are
available in the 2024 Annual Report. The Group classified these proceeds under
ISIs due to the material profit on disposal. During the period ended 30
September 2024 the £3.8m contingent consideration identified in 2023 was
received, and a £0.1m reclassification related to the final tranche payment
was recorded. No additional contingent consideration payments were received in
the year ended 30 September 2025.
(E) North America Cyber Security goodwill impairment
Following the impairment review of goodwill as at 31 May 2024, an impairment
of £31.9m was recognised in North America Cyber Security for the period ended
30 September 2024.
No further impairment has been recognised in the year ended 30 September 2025.
For further details, please refer to Note 8.
(F) Profit on disposal/transaction costs of Fox Crypto B.V.
On 28 March 2025, the Group completed the disposal of Fox Crypto B.V. to CR
Group Nordic AB for a gross cash consideration of £65.6m.
A gain on disposal of £11.3m has been recognised within ISIs in the year
ended 30 September 2025, calculated as cash consideration of £65.6m, less net
assets disposed of £52.3m and transaction costs of £2.0m incurred in the
year.
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 11 for further
details, including a reconciliation of the gain on disposal. A further £0.1m
of other transaction costs was included in the prior period that did not
relate to Fox Crypto.
As this represents a material gain on disposal, this has been classified as a
separate line item within the Income Statement.
Since completion of the deal, £0.1m (2024: £nil) of income has been earned
under a six-month transactional services agreement (TSA), bringing the overall
impact relating to Fox Crypto to £11.4m.
5. Taxation
Reconciliation of taxation:
2025 2024
£m Restated*
£m
Loss before taxation from continuing operations (11.0) (65.6)
Profit before taxation from discontinued operations 31.6 38.1
20.6 (27.5)
Current tax using the UK effective corporation tax rate of 25% (2024: 25%) 5.2 (6.9)
Effects of:
Items not deductible for tax purposes 1.7 5.0
Adjustment to tax charge in respect of prior periods 0.9 0.6
Impact of prior period US R&D tax credits (0.7) (2.0)
Impact of current year/period US R&D tax credits (0.1) 0.3
Differences between overseas tax rates 0.2 (0.6)
Movements in temporary differences not recognised (0.9) 8.6
Profit on disposal of Fox Crypto (2.8) -
Total tax expense 3.5 5.0
*Comparatives have been restated to present Escode as a discontinued
operation. See Note 9 for further details.
The UK government introduced legislation in the Finance Bill 2021 to increase
the main rate of UK corporation tax from 19% to 25% with effect from 1 April
2023. The legislation was substantively enacted on 24 May 2021 and therefore
UK deferred tax balances as at the Balance Sheet date are generally measured
at a rate of 25%.
6. Dividends
2025 2024
£m £m
Dividends paid and recognised in the year/period 9.2 14.5
Dividends recognised but not paid in the year/period - 9.8
Dividends per share paid and recognised in the year/period 3.0p 4.65p
Dividends per share recognised but not paid in the year/period - 3.15p
Dividends per share proposed but not recognised in the year/period 3.15p 1.50p
An interim dividend of £9.8m for the period ended 30 September 2024 of 3.15p
per ordinary share was paid on 1 October 2024. It was recognised in the prior
period but not paid until the current financial year and was therefore
included within non-trade payables as at 30 September 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.
The interim dividend of £4.6m for the year ended 30 September 2025 of 1.50p
per ordinary share was recommended by the Board on 19 June 2025 and was
subsequently paid on 1 August 2025.
The proposed final dividend for the year ended 30 September 2025 of 3.15p per
ordinary share was recommended by the Board on 8 December 2025 and will be
paid on 10 April 2026 to shareholders on the register at the close of business
on 13 March 2026. The ex-dividend date is 12 March 2026. The dividend will be
recommended to shareholders at the AGM on 3 March 2026. The dividend has not
been included as a liability as at 30 September 2025.
7. (Loss)/earnings per ordinary share (EPS)
2025 2024
£m £m
Loss for the year/period from continuing operations (9.1) (67.2)
Profit for the year/period from discontinued operations 26.2 34.7
Profit/(loss) for the year/period attributable to owners of the Company 17.1 (32.5)
Number Number
of shares of shares
2025 2024
m m
Weighted average number of shares in issue 314.8 313.3
Less: weighted average holdings by Group ESOT (7.7) (1.6)
Basic weighted average number of shares in issue 307.1 311.7
Dilutive effect of share options 5.2 1.5
Diluted weighted average shares in issue 312.3 313.2
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. Where losses have been reported in the
current year or prior period, the diluted EPS does not include the dilutive
effect of share options.
2025 2024
pence pence
Basic (loss)/earnings per ordinary share
From continuing operations attributable to the ordinary equity holders of the (3.0) (21.6)
Company
From discontinued operations attributable to the ordinary equity holders of 8.5 11.1
the Company
2025 2024
pence pence
Diluted (loss)/earnings per ordinary share
From continuing operations attributable to the ordinary equity holders of the (3.0) (21.6)
Company
From discontinued operations attributable to the ordinary equity holders of 8.4 11.1
the Company
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 June 2023 324.6 21.2 13.8 179.2 214.2 538.8
Additions - 1.4 1.0 0.2 2.6 2.6
Disposals (see Note 11) (5.9) (0.6) (9.9) - (10.5) (16.4)
Assets classified as held for sale (Note 9) (52.1) - (2.5) - (2.5) (54.6)
Effects of movements in exchange rates (9.4) (0.2) (0.1) (9.4) (9.7) (19.1)
At 30 September 2024 257.2 21.8 2.3 170.0 194.1 451.3
Additions - 0.4 - - 0.4 0.4
Reclassification - (0.8) 0.2 0.6 - -
Assets classified as held for sale (Note 9) (110.2) (3.8) - (95.1) (98.9) (209.1)
Effects of movements in exchange rates - - 0.6 1.0 1.6 1.6
At 30 September 2025 147.0 17.6 3.1 76.5 97.2 244.2
Accumulated amortisation and impairment
At 1 June 2023 (68.8) (14.5) (11.1) (77.7) (103.3) (172.1)
Charge for period - (2.0) (1.3) (12.5) (15.8) (15.8)
Impairment (31.9) - - - - (31.9)
Disposals - - 8.8 - 8.8 8.8
Assets classified as held for sale (Note 9) - - 2.4 - 2.4 2.4
Effects of movements in exchange rates - - 0.1 2.9 3.0 3.0
At 30 September 2024 (100.7) (16.5) (1.1) (87.3) (104.9) (205.6)
Charge for year - (1.4) (0.7) (8.1) (10.2) (10.2)
Assets classified as held for sale (Note 9) - 1.8 - 21.0 22.8 22.8
Effects of movements in exchange rates - - (0.4) (0.9) (1.3) (1.3)
At 30 September 2025 (100.7) (16.1) (2.2) (75.3) (93.6) (194.3)
Net book value
At 30 September 2024 156.5 5.3 1.2 82.7 89.2 245.7
At 30 September 2025 46.3 1.5 0.9 1.2 3.6 49.9
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 presented are consistent with the year ended 30 September 2024, with
the exception of the Fox Crypto CGU, which was disposed of during the year
(with associated goodwill of £52.1m classified as held for sale as at 30
September 2024).
The CGUs and the allocation of goodwill to those CGUs are shown below:
Cash generating units - continuing operations Goodwill Goodwill
2025 2024
£m £m
UK and APAC Cyber Security 44.3 44.3
North America Cyber Security - -
Europe Cyber Security 2.0 2.2
Total Cyber Security 46.3 46.5
The Escode division, which was classified as a discontinued operation during
the year, includes the following CGUs and associated allocated goodwill:
Cash generating units - discontinued operations Goodwill Goodwill
2025 2024
£m £m
UK Escode 22.8 22.8
North America Escode 80.0 80.1
Europe Escode 7.4 7.1
Total Escode 110.2 110.0
Impairment review
Goodwill is tested for impairment annually at the level of the CGU to which it
is allocated. An impairment review was carried out at 30 September 2025. The
recoverable amount of all CGUs was measured on a fair value less costs to sell
basis.
Capitalised development and software costs are included in the CGU asset bases
when performing the impairment review. Capitalised development projects and
software intangible assets are also considered, on an asset-by-asset basis,
for impairment where there are indicators of impairment.
Fair value less costs to sell
The methodology described below has been applied consistently for the
impairment reviews carried out as at 30 September 2024 and 30 September 2025.
The recoverable amount of all CGUs has been determined on a fair value less
costs to sell basis for the purposes of the impairment review.
The valuation under FVLCTS is expected to exceed the valuation under VIU
because uncommitted restructurings and resulting operating efficiencies are
not considered within a VIU valuation in line with the requirements of IAS 36.
The FVLCTS valuation of each standalone CGU has been calculated by determining
sustainable earnings, which are based on the Adjusted EBITDA (1), and applying
a reasonable market multiple on the calculated sustainable earnings. Estimated
sustainable earnings have been determined considering a Board-approved
forecast which considers past performance. The sustainable earnings used
include expectations based on a market participant view of sustainable
performance of the business based on market volatility and uncertainty as at
the Balance Sheet date. The sustainable earnings input is a level 3
measurement; level 3 measurements are inputs which are normally unobservable
to market participants.
The Group incurs certain overhead costs in respect of support services
provided centrally to the CGUs. Such support services include Finance, Human
Resources, Legal, Information Technology and additional central management
support in respect of stewardship and governance. In calculating sustainable
earnings these overhead costs have been allocated to the CGUs based on the
extent to which each CGU has benefited from the services provided. Commonly
this is driven by time spent by the relevant central department in supporting
the CGU, informed by headcount or where possible specific cost allocations
have been made.
The Adjusted EBITDA( )1 multiple used in the calculations is based on an
independent assessment of the implied enterprise value of each CGU based on a
population of comparable companies as at the Balance Sheet date. The estimated
cost to sell was based on other recent transactions that the Group has
undertaken.
Current year impairment
The Board assessed the recoverable amount of each CGU using fair value less
costs to sell as at 30 September 2025, applying the methodology described
above. In all cases, the recoverable amount exceeded the carrying amount, and
no impairment losses have been recognised for the year ended 30 September
2025.
Current year sensitivity analysis - impairment
The FVLCTS valuation of each standalone CGU has been calculated by determining
sustainable earnings, based on Adjusted EBITDA¹, and applying a reasonable
market multiple. The sustainable earnings figures include a key assumption
regarding achieving forecast revenue within each CGU assessment.
The Board has reviewed sensitivity analysis on the FVLCTS calculations for
each CGU, considering reasonably possible changes in the key assumption of
revenue. Assuming a 10% shortfall in forecast revenue (after factoring in
controllable variable cost reductions and maintaining margins), no material
impairment would arise.
Prior period impairment
In the prior period the Board assessed the recoverable amount of the North
America Cyber Security CGU based on its FVLCTS as at 31 May 2024 as described
above. Based on that assessment, the carrying amount of this CGU exceeded its
recoverable amount and therefore an impairment loss of £31.9m was recognised,
reducing the value of goodwill allocated to this CGU to £nil.
This impairment relates to our North America Cyber Security business, as the
recovery in demand was less consistent than expected.
This amount was recognised as an Individually Significant Item (see Note 4).
The impairment charge recognised resulted in a reduction in the carrying value
of goodwill only.
Prior period sensitivity analysis - impairment
The FVLCTS valuation of each standalone CGU has been calculated by determining
sustainable earnings, which are based on the Adjusted EBITDA( )1, and
applying a reasonable market multiple on the calculated sustainable earnings.
The sustainable earnings figures used in this calculation include a key
assumption regarding a sustainable gross margin percentage for the business.
The table below shows the sensitivity of headroom to reasonably possible
changes in the key assumptions, by reflecting the additional impairment that
would have been required from a decrease in gross margin of 0.5 percentage
points. This additional impairment would have been after the £31.9m
impairment in the North America Cyber Security CGU during May 2024. As
goodwill has been impaired to £nil, any further impairment would be applied
to other assets allocated to the CGU.
CGU Decrease in gross margin
of 0.5 percentage points
£m
North America Cyber Security 2.9
As the goodwill in the North America Cyber Security CGU was fully impaired as
at 31 May 2024, no further sensitivity analysis was provided as at 30
September 2024.
With the exception of the North America Cyber Security CGU, the Board did not
identify any reasonably possible changes in the key assumptions that would
cause the carrying values of the other CGUs to exceed their respective
recoverable amounts at 30 September 2024.
Prior period goodwill reallocation
During June 2024, as part of the expected disposal of the Fox Crypto B.V.
entity, the Group reorganised its reporting structure to separate out the Fox
Crypto entity from the Europe Cyber Security CGU. On this basis the Europe
Cyber Security goodwill was reallocated between the newly created Fox Crypto
CGU and the remaining Europe Cyber Security CGU.
Goodwill was reallocated based on relative values of the two CGUs, but having
made adjustment to reflect that the Fox Crypto CGU is less asset intensive
than the remaining Europe Cyber Security CGU.
The value of each CGU was based on FVLCTS. For the Fox Crypto CGU, the FVLCTS
was based on the expected consideration to be received on disposal (see Note
18 of the 2024 Annual Report and Accounts) of this business less estimated
selling costs. For the remaining Europe Cyber Security CGU the fair value was
calculated using a methodology consistent with that used in the goodwill
impairment review and described above.
Based on this assessment, goodwill of £51.9m was reallocated to the Fox
Crypto CGU, leaving £2.2m as reallocated to the EU Cyber Security CGU.
Goodwill reallocated to the Fox Crypto CGU was reclassified to assets held for
sale (see Note 16). There was no change in the allocated goodwill following
completion of the disposal in the current year.
Prior period sensitivity analysis - goodwill reallocation
The FVLCTS valuation of each standalone CGU was calculated by determining
sustainable earnings, which were based on the Adjusted EBITDA( )1, and
applying a reasonable market multiple on the calculated sustainable earnings.
The sustainable earnings figures used in this calculation included a key
assumption regarding forecast revenue for the business.
The table below shows the sensitivity of the goodwill reallocation to
reasonably possible changes in the key assumptions, by reflecting the
additional goodwill that would have been allocated to the Europe Cyber
Security CGU from an increase in revenue of 5% with no increased costs. This
additional goodwill would be after the allocation of £2.2m of goodwill to the
Europe Cyber Security CGU.
CGU 5% increase
in revenue
£m
Europe Cyber Security 13.3
1 Adjusted EBITDA is an Alternative Performance Measure (APM) and not an IFRS
measure. See Appendix 1 for an explanation of APMs and adjusting items,
including a reconciliation to statutory information.
9. Discontinued operations and assets and liabilities held for sale
Current year - Escode
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. During the year ended
30 September 2025, the Group confirmed that it was exploring a number of
options for its Escode business, including a potential sale. The Group
initiated an active programme to locate a buyer for Escode during the year.
On this basis, as at 30 September 2025, the sale of Escode was considered
highly probable and therefore the associated assets and liabilities were
reclassified as held for sale as at 30 September 2025.
As the conditions for classification as "held for sale" were met, and given
that Escode represents a separate major line of business within the Group, it
is presented as a discontinued operation.
The financial performance and cash flow information relating to discontinued
operations for the year ended 30 September 2025, including comparative
figures, is presented below.
Discontinued operations Year ended 16 month
30 September period ended
2025 30 September
£m 2024
£m
Revenue (Note 3) 66.5 87.4
Cost of sales (19.0) (26.7)
Gross profit 47.5 60.7
Administrative expenses
Individually Significant Items - (0.1)
Depreciation and amortisation (6.0) (7.7)
Other administrative expenses (9.8) (14.7)
Total administrative expenses (15.8) (22.5)
Operating profit 31.7 38.2
Finance costs (0.1) (0.1)
Profit before taxation 31.6 38.1
Tax expense (Note 5) (5.4) (3.4)
Profit for the year/period from discontinued operations 26.2 34.7
Exchange differences on translation of discontinued operations (0.1) (10.2)
Other comprehensive income from discontinued operations 26.1 24.5
Net cash inflow from operating activities 39.6 37.0
Net cash outflow from investing activities (0.3) (1.6)
Net cash outflow from financing activities (37.4) (37.0)
Net increase/(decrease) in cash generated by the discontinued operations 1.9 (1.6)
The following assets and liabilities were reclassified as held for sale in
relation to discontinued operations as at 30 September 2025:
30 September
2025
£m
Assets classified as held for sale:
Goodwill 110.2
Intangible fixed assets 76.1
Tangible fixed assets 0.2
Right-of-use assets 2.0
Trade and other receivables 5.1
Cash and cash equivalents 3.9
Contract assets 0.5
Total assets classified as held for sale 198.0
Liabilities associated with assets classified as held for sale:
Lease liabilities (3.0)
Trade and other payables (6.2)
Provisions (0.3)
Deferred revenue (24.7)
Current tax liability (5.6)
Total liabilities associated with assets classified as held for sale (39.8)
Prior period - Fox Crypto B.V.
On 1 August 2024, the Group announced the disposal of Fox Crypto B.V. for an
initial expected gross consideration of €77.3m to CR Group Nordic AB. As at
30 September 2024, the disposal was yet to be finalised; however, the sale of
this business was considered highly probable and, accordingly, Fox Crypto's
assets and liabilities were reclassified as held for sale as at 30 September
2024. Fox Crypto B.V. did not meet the definition of discontinued operations.
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, all assets and liabilities held for sale were
derecognised. The Group did not retain any interest in Fox Crypto, and no
contingent consideration was recognised.
The table below sets out the assets held for sale balances as at 30 September
2024:
30 September
2024
£m
Assets classified as held for sale:
Goodwill 51.9
Intangible fixed assets 0.1
Right-of-use assets 0.4
Property, plant and equipment 1.1
Inventories 0.6
Trade and other receivables 4.3
Contract assets 3.1
Total assets classified as held for sale 61.5
Liabilities associated with assets classified as held for sale:
Trade and other payables (1.4)
Deferred revenue (3.1)
Lease liabilities (0.4)
Provisions (0.8)
Total liabilities associated with assets classified as held for sale (5.7)
10. Loans and borrowings
Loans and borrowings
Group Group Company Company
2025 2024 2025 2024
£m £m £m £m
Non-current
Variable rate:
Revolving credit facility (3.3) (61.5) - -
Total loans and borrowings (excluding lease liabilities) (3.3) (61.5) - -
Current
Cash 12.5 29.8 - 9.8
Bank overdraft - (13.6) - -
Net cash/(debt) (excluding lease liabilities)(1) 9.2 (45.3) - 9.8
Non-current
Lease liabilities (15.4) (21.9) - -
Current
Lease liabilities (4.1) (5.7) - -
Net (debt)/cash(1) (10.3) (72.9) - 9.8
Lease liabilities of £3.0m classified as held for sale in Note 9 have been
excluded from the net debt calculation.
In April 2025, the Group entered into a four year £120m multi-currency
revolving credit facility replacing the previous £162.5m multi-currency
revolving credit facility. Key terms of the facility are:
• A £120m multi-currency revolving credit facility maturing in
April 2029.
• An additional £50m uncommitted accordion option, subject to
bank approval.
• In line with the previous facility, a net leverage covenant of
3.0x with an additional acquisition spike to 3.5x for up to 12 months of the
date of any acquisition.
• The bank margin is payable on a ratchet mechanism, with a
margin payable above SONIA and SOFR in the range of 1.35% to 2.35% (previously
1.00% to 2.25%) depending on the level of the Group's leverage. The weighted
average interest rate is 6.16% for the year ended 30 September 2025 (2024:
6.21%).
• At the date of refinancing, unamortised arrangement fees
relating to the previous RCF remained outstanding as the facility was
refinanced before the end of its original term. The refinancing did not result
in a substantial modification under IFRS 9. Accordingly, arrangement fees from
the previous refinancing in December 2022 have been carried forward and are
being amortised over the life of the new RCF term (four years to April 2029),
together with new arrangement fees of £1.1m incurred directly with the
lenders on refinancing.
• Certain subsidiaries of the Group act as guarantors to the new
facility to provide coverage based on aggregate Adjusted EBITDA 1 and gross
assets.
As at 30 September 2025, the Group had committed bank facilities of £120m
(2024: £162.5m), of which £5.2m (2024: £62.4m) had been drawn, leaving
£114.8m (2024: £100.1m) of undrawn facilities. Unamortised arrangement fees
of £1.9m (2024: £0.9m) have been offset against the amounts drawn down,
resulting in a carrying value of borrowings at 30 September 2025 of £3.3m
(2024: £61.5m). The fair value of borrowings is not materially different to
its amortised cost.
1 Adjusted EBITDA is an Alternative Performance Measure (APM) and not an IFRS
measure. See Appendix 1 for an explanation of APMs and adjusting items,
including a reconciliation to statutory information.
11. Disposals
Current year disposal of Fox Crypto business
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 9).
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 payables 2.7
Deferred revenue 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 in the year ended 30 September 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)
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, £7.9m of foreign currency translation reserve
relating to Fox Crypto was reclassified 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.
A gain on disposal of £11.3m has been recognised within ISIs in the year
ended 30 September 2025. An additional £1.5m of related transaction costs
were recognised in ISIs in the 16 month period ended 30 September 2024,
bringing the total gain on disposal to £9.8m. Overall, total transaction
costs total £3.5m, including the £2.0m incurred in the year ended 30
September 2025.
Since completion of the deal, £0.1m of income has been earned under a six
month transactional services agreement (TSA); this brings the overall gain on
disposal recognised in relation to the disposal of Fox Crypto within FY25's
ISIs to £11.4m. Please refer to Note 4.
Prior period disposal of DetACT business
On 30 April 2024, the Group completed the disposal of its DetACT business for
a total cash consideration of £8.2m.
The assets and liabilities included as part of the disposal were as follows:
2024
£m
Attributable goodwill (5.9)
Intangible fixed assets (1.4)
Trade and other receivables (1.5)
Trade and other payables 0.1
Deferred revenue 2.8
Deferred tax liability 0.3
Net assets disposed of (5.6)
Consideration 8.2
Transaction costs (1.0)
Gain on disposal - recognised as an Individually Significant Item (Note 4) 1.6
Satisfied by:
Cash and cash equivalents 8.2
Total consideration 8.2
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.
Appendix 2
FY26 NCC Profit Forecast
The FY25 audited preliminary results (the "FY25 Preliminary Results") includes
the following statement:
The Board anticipates that revenue (including recent non-core disposals) for
the year ended 30 September 2026 is expected to grow marginally, with Escode
and Cyber Security experiencing low single-digit growth as pipeline continues
to build. FY26 Group Adjusted EBITDA (after the adjustment for non-core
disposals) is expected to be in line with Board expectations - growing faster
than revenue and the Board remains confident in delivering the Group's
medium-term financial goals as it continues to improve operational discipline
and transform our cyber security engine (the "FY26 NCC Profit Forecast").
Directors' confirmation
The NCC Directors confirm that, as at the date of the FY25 Preliminary
Results, the FY26 NCC Profit Forecast remains valid and that it has been
properly compiled on the basis of the assumptions set out below and that the
basis of accounting used is consistent with NCC's accounting policies which
are in accordance with UK-adopted International Accounting Standards and those
that NCC applied in preparing its financial statements for the 16 months ended
30 September 2024.
Basis of preparation and principal assumptions
The FY26 NCC Profit Forecast is based upon internal NCC forecasts.
In confirming the FY26 NCC Profit Forecast, the NCC Directors have made the
following assumptions in respect of the forecast period to 30 September 2026:
Factors outside the influence or control of the NCC Directors:
1. no material changes in market conditions over the period to 30 September 2026
in relation to either customer demand or competitive environment;
2. no significant one-off events or litigation that would have a material impact
on the operating results or financial position of NCC;
3. no material adverse change to NCC's commercial relationships
4. no material changes to inflation, interest or tax rates in NCC's principal
markets compared with NCC's budgeted estimates;
5. no material changes to foreign exchange rates that will have a significant
impact on NCC's revenue or cost base;
6. no material adverse events which will have a significant impact on the
operating results or financial position of NCC;
7. no material adverse outcome from any ongoing or future disputes with any
customer, competitor, regulator or tax authority; and
8. no change in legislation, taxation, regulatory requirements, applicable
standards or the position of any regulatory bodies that would have a material
impact on NCC's operations or accounting policies.
Factors within the influence or control of the NCC Directors:
1. no additional significant acquisitions, disposals, developments, partnership
or joint venture agreements being entered into by NCC which would have
materially dilutive effect on NCC's earnings;
2. no material change in dividend or capital policies of NCC;
3. no material changes to the senior leadership team of NCC that are not already
announced;
4. no material change in NCC's strategy; and
5. NCC's accounting policies will be consistently applied in the period to 30
September 2026
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