REG - NCC Group PLC - Unaudited interim results
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RNS Number : 8464H NCC Group PLC 11 June 2026
11 June 2026
NCC Group plc
Unaudited interim results for the period ended 31 March 2026
Strong Adjusted EBITDA growth in line with expectations, driven by revenue
growth
and margin improvement as NCC Group focuses on becoming a pure-play Cyber
business
NCC Group plc (LSE: NCC, "NCC Group", "the Group", "the Company"), reports its
unaudited interim results for the six-months to 31 March 2026 ("the half
year", "HY", "H1 2026", "the period").
Highlights
· Escode sale completed on 29 May 2026, and NCC is now a pure-play
Cyber business.
· Strategic review of the Cyber business is now complete.
· The Board intends to commence a £170m tender offer followed by a
new £15m share buy-back subject to due process to create sufficient
distributable reserves through a capital reduction.
· Improving momentum in Cyber with three quarters of consecutive
growth including double-digit organic growth in the UK in H1 2026.
· Record H1 Cyber gross margin of 38.4%.
· All capabilities grew in the half. The mix is changing with
combined Consulting and Managed Services revenue now 55% of our cyber revenue.
· Managed Services continued to grow, increasing by 4.7% to £40.0m
on a constant currency basis versus H1 2025, and by 2.8% compared with H2
2025.
Trading
· Group Revenue (excluding Fox Crypto) on a constant currency basis
(1,2) increased by 5.0% to £151.3m, with:
o Cyber Security revenue (2) increased by 5.9% to £118.4m driven by 12.5 %
growth in UK and APAC.
o Escode revenue increased by 1.9% to £32.9m.
· Group Adjusted EBITDA (1,2) increased by 27.7% to £23.5m
compared with £18.4m in H1 2025 (the six months to 31 March 2025), with Group
and divisional adjusted EBITDA all in line with the Board's expectations as
the Group continues to strengthen operational discipline and transform the
Cyber business:
o Cyber (including Central and Head Office costs) Adjusted EBITDA (2)
increased by 130.6% to £8.3m.
o Escode Adjusted EBITDA increased by 2.7% to £15.2m.
· Strengthened Group gross margins (2) by 2.7% pts to 45.9%
o Cyber Security margins (2) improved by 3.2% pts to 38.4% as we continue to
drive operational improvement and focus on higher margin capabilities.
o Escode margins (2) improved by 2.9% pts to 72.9% driven primarily by cost
of sales savings due to the continued benefits arising from previous
investment.
· Adjusted basic EPS (1,2) increased by 200.0% to 4.5p (H1 2025:
1.5p).
· Net debt (excluding lease liabilities) of £10.2m (3) at 31 March
2026 improved significantly post period end to a strong net cash position
(c.£230m at 1 June 2026) following the completion of the Escode disposal on
29 May 2026, net of the £40m share buyback programme and the payment of the
final FY25 dividend of £9.1m.
Strategic disposals
· Completion of the sale of Escode after the period end, on 29 May
2026 for net cash proceeds of £262.8m (pre‑transaction costs and completion
adjustment items) supports the continued transformation of the business and
accelerates the transition to a pure‑play Cyber Security proposition, while
significantly strengthening the Group's balance sheet and working capital. The
gain on disposal will be finalised and recognised in the Group's year end
results.
· NCC will provide certain services to Escode pursuant to a
Transitional Services Agreement for a 12-month period to May 2027, with the
option of a six-month extension for IT services. The Transitional Services
Agreement includes finance, HR, IT support, and governance matters. The level
of income NCC will receive for the 12-month period is £4.9m and will be
included within overheads.
· The Escode disposal follows two other disposals, (i) Fox-IT DetACT
and (ii) Fox-IT Crypto, which completed on 30 April 2024 and 28 March 2025
respectively, deriving a total enterprise value from the three disposals of
c.£349m at a combined Adjusted EBITDA multiple of c.9.8x.
Capital allocation and shareholder returns
· Successful execution of the Company's share buyback programme on
17 April 2026, which was announced on 21 January 2026, returned c.£40m to
shareholders, of which c.£33m had been paid by 31 March 2026.
· Following the Escode disposal, the Board intends to commence a
£170m tender offer followed by a new £15m share buy-back using its general
authority as granted by shareholders at the last AGM, resulting in a total
shareholder return of £185m (subject to due process to create sufficient
distributable reserves through a capital reduction). Further details will be
provided to shareholders in due course, with pricing set and publication of
the circular.
· The Board intends to continue with a dividend commensurate to the
Group's profitability following the Escode disposal and will confirm their
approach to dividends following the conclusion of the intended tender offer.
Conclusion of Cyber strategic review
· The Board has concluded its strategic review of the Cyber business,
which considered all options including a potential sale of the Company, and
has determined that remaining a listed company is in the best interests of
shareholders at this time.
· The Company confirms it is not in receipt of any approaches or in
discussions with any party in relation to a sale of the Company.
· Accordingly, the Company is no longer in an offer period for the
purposes of the City Code on Takeovers and Mergers and the disclosure
requirements under Rule 8 of the Takeover Code have therefore ceased.
Outlook
· The Board anticipates mid to low single-digit Cyber Security revenue
growth (1,2) for the full year ending 30 September 2026 as pipeline continues
to build.
· FY26 Group Adjusted EBITDA (1, 2) is expected to be in line with the
Board's expectations and is anticipated to grow faster than revenue, resulting
in Cyber (including Central and Head Office costs) adjusted EBITDA (1, 2
)margin of c.5.5%-7.5%.
· Today, the Board announces the Company's mid-term financial goals. The
Board remains confident in delivering these medium-term financial targets:
· Cyber Security revenue growth of mid-single digit in FY27 and
FY28.
· Reducing costs in gross margin and overheads to generate savings
compared to FY25 of c.£25m in FY28. £7m will be realised in FY26 and the
remainder spread evenly in FY27 and FY28.
· Generating, mid-teens Adjusted EBITDA margins for Cyber (including
Central and Head Office costs) by the end of FY28.
Footnotes:
1 Revenue at constant currency, Adjusted EBITDA, Adjusted operating profit,
Adjusted basic EPS, net cash/(debt) excluding lease liabilities and cash
conversion are Alternative Performance Measures (APMs) and not IFRS measures.
See unaudited Appendix 1 and this Financial Review for an explanation of APMs
and adjusting items, including a reconciliation to statutory information.
2 Excluding non-core disposals which refers to the prior period disposal of
Fox-IT Crypto. The disposal of Fox-IT Crypto completed on 28 March 2025.
3 Including £21.1m of Escode (discontinued operations) cash balances.
Financial highlights:
Period ended 31 March Change at actual Change at constant currency (1)
Unaudited Unaudited rates
H1 2026
H1 2025
Group Revenue (£m) (1) 151.3 156.8 (3.5%) (3.1%)
Group revenue (excl. Fox Crypto) - (£m) 151.3 145.3 4.1% 5.0%
Cyber Security (excl. Fox Crypto) - (£m) 118.4 112.0 5.7% 5.9%
Escode (discontinued operations) - (£m) 32.9 33.3 (1.2%) 1.9%
Gross margin (%) 45.9% 43.2% 2.7%pts
Group gross margin (excl. Fox Crypto) - (%) 45.9% 43.2% 2.7%pts
Cyber Security (excl. Fox Crypto) - (%) 38.4% 35.2% 3.2%pts
Escode (discontinued operations) - (%) 72.9% 70.0% 2.9%pts
Adjusted EBITDA (£m) (1, 2 ) 23.5 21.5 9.3%
Group Adjusted EBITDA (excl. Fox Crypto) - (£m) 23.5 18.4 27.7%
Cyber Security (excl. Fox Crypto) (4) - (£m) 8.3 3.6 130.6%
Escode (discontinued operations) - (£m) 15.2 14.8 2.7%
Operating profit (£m) 11.9 20.0 (40.5%)
Group Operating profit (excl. Fox Crypto) - (£m) 11.9 17.2 (30.8%)
Profit before taxation (£m) 10.7 16.6 (35.5%)
Adjusted basic EPS (1, 2 ) (pence) 4.50 2.10 114.3%
Adjusted basic EPS (1, 2 ) (excl. Fox Crypto)( ) (pence) 4.50 1.50 200.0%
Net (debt)/cash excluding lease liabilities (£m) (1,3) (10.2) 0.3 n/a
Interim dividend (pence) 1.50 1.50 -
Footnotes:
1: Revenue at constant currency, Adjusted EBITDA, Adjusted operating profit,
Adjusted basic EPS, net cash/(debt) excluding lease liabilities and cash
conversion are Alternative Performance Measures (APMs) and not IFRS measures.
See unaudited Appendix 1 and 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: Individual Significant Items of
£6.0m at H1 2026 (H1 2025 includes the £11.3m profit on disposal of Fox
Crypto and £1.9m of re-organisation & strategic review of Escode costs).
For further details, please refer to unaudited appendix 1 and the Financial
Review, which includes an explanation of APMs and adjusting items, along with
a reconciliation to statutory information.
3 Including £21.1m of Escode (discontinued operations) cash balances.
4 Excluding non-core disposals which refers to the disposal of Fox-IT Crypto.
The disposal of Fox-IT Crypto completed on 28 March 2025. Including Central
and head office costs of £3.5m (2025: £4.3m).
Mike Maddison, Chief Executive Officer, commented:
"This has been a solid first half, with very clear progress made against our
strategy and a trading performance in line with the Board's expectations. The
steps we have taken to simplify and refocus the Group are now translating into
improved operational execution and financial performance.
"We've had many people across the business involved in the successful sale of
Escode to its new owners, while maintaining high quality delivery for our
clients. I would like to recognise the commitment and effort of our teams in
navigating this complexity while progressing our strategic priorities.
"I'm pleased that we're seeing a clear shift in the quality of our growth,
with more predictable revenues and increasing traction in larger, higher-value
engagements. This is reflected in strong performance in the UK, our largest
and most diversified market, where we are seeing good momentum in higher-value
work. Progression to longer-term, multi-capability relationships is central to
our strategy.
"The second half has also started well, and we remain confident in the
structural growth drivers of the cyber security market and in our positioning
as a focused, scalable business."
Presentation of results - audio webcast and conference call details:
A live webcast of the presentation from Mike Maddison, CEO and Guy Ellis, CFO
and a Q&A will be held at 9.00am BST on Thursday 11 June 2026 for
investors and analysts. Please register for the webcast
at https://brrmedia.news/NCC_HY26
(https://gbr01.safelinks.protection.outlook.com/?url=https%3A%2F%2Fbrrmedia.news%2FNCC_HY26&data=05%7C02%7Cchris.lington%40nccgroup.com%7C00085a9537b84abd8a6c08deb029a9ea%7Ca41111be486b45f68bd0ee01a62f368e%7C0%7C0%7C639141890142020463%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=ME5cDqkkTPlhrUEXLqsH5Ri0SVESTDVVd0OV7UpPKfE%3D&reserved=0)
.
A recording of the webcast will be made available on NCC's Plc website
(https://www.nccgroupplc.com/ (https://www.nccgroupplc.com/) ) as soon as
possible following the presentation.
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 Tel: +44(0)20 379 5151
Genevieve Ryan/Sam Cartwright Email: N (mailto:NCCGroup-maitland@h-advisors.global)
CCGroup-maitland@h-advisors.global
(mailto:NCCGroup-maitland@h-advisors.global)
About NCC Group plc
NCC Group is a people-powered, tech-enabled global cyber security and
resilience business. Driven by a collective purpose to create a more secure
digital future, c. 1,800 Cyber colleagues across Europe, North America, and
Asia Pacific harness their collective insight, intelligence, and innovation to
deliver cyber resilience solutions for both public and private sector clients
globally. With decades of experience and a rich heritage, NCC Group is
committed to developing sustainable solutions that continue to meet client's
current and future cyber security challenges.
Cautionary note regarding forward-looking statement
This announcement includes statements that are forward-looking in nature.
Forward-looking statements involve known and unknown risks, assumptions,
uncertainties, and other factors, which may cause the actual results,
performance, or achievements of the Group to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Except as required by the Listing Rules,
Disclosure and Transparency Rules and applicable law, the Group undertakes no
obligation to update, revise or change any forward-looking statements to
reflect events or developments occurring on or after the date such statements
are published.
Chief Executive Officer's business review
Strategic progress and performance
The Group has delivered a solid first half, with a performance in line with
the Board's expectations and reflecting continued progress against our
strategy to simplify, strengthen and refocus the business.
Over the past two years, we have worked hard to reshape NCC into a focused,
scalable cyber security business. The actions taken are now translating into
improved financial performance, with revenue growth, margin expansion and a
material increase in adjusted EBITDA in the period.
This progress reflects not only improved trading, but a shift in how the
business operates from a fragmented model towards a more consistent, globally
aligned way of working, supported by improved colleague engagement.
Delivering through complexity
The Group has continued to manage a period of significant structural change.
This includes the separation and sale of the Escode business and the strategic
review of our Cyber business, which has now concluded.
These are complex processes, which place additional demands on the business. I
would like to recognise the focus and commitment of our teams, who continue to
deliver for our clients while progressing these strategic priorities at pace.
The sale of Escode at the end of May represented an important step in
simplifying the Group and sharpening our focus on Cyber Security, which we
shared at our Capital Markets Event
(https://stream.brrmedia.co.uk/broadcast/699c7db91f8056001368ef9e) in March
this year.
Quality of growth and client momentum
Alongside the revenue growth we are delivering, we are seeing a clear
improvement in the quality of our revenues and size of our pipeline. Demand
for cyber security services remains structurally strong, but the more
meaningful change is within our own execution.
We are building a more predictable, higher-value pipeline, with increased
weighting towards later-stage, larger opportunities and a growing contribution
from upsell and cross-sell activity.
This is increasingly translating into larger, more strategic client
engagements, including a number of recent contract wins across regulated
industries and complex environments where depth of expertise and independence
are critical. These engagements reflect a shift towards higher-value,
multi-capability relationships with the combined revenues from Consulting
& Implementation and Managed Services amounting to 55.8% of total H1 2026
Cyber revenues, as compared to 37.5% in the year ended May 2023 (excluding
Crypto and DetACT).
This progression from transactional work towards longer-term, outcome-based
partnerships is central to our strategy and remains an important driver of
improving revenue quality over time.
Operational discipline and transformation
We have continued to deliver on our transformation programme through the first
half. This includes strengthening sales discipline, improving pipeline
governance and introducing a more consistent approach to pricing and margin
management.
These changes are supported by a more standardised global operating model with
improved management information, enabling better decision-making and stronger
linkage with commercial activity.
Taken together, this provides a more robust platform for execution and
increases confidence in the scalability of the business.
Market position and relevance in a changing landscape
The cyber security market continues to evolve rapidly, including the
increasing use of AI technologies. While AI is expected to reshape aspects of
cyber services, our view remains that it reinforces, rather than undermines,
the need for independent, expert-led assurance.
Automation will continue to improve delivery efficiency in areas such as
testing, analysis, and reporting. However, automation changes the nature of
the challenge rather than removing it. In practice, the limiting factor is no
longer what can be detected, but how effectively and quickly organisations can
triage, prioritise, and remediate risk across complex environments. These
changes to operational process require human led change programmes built on
deep expertise.
In this context, the need for human judgement remains critical. Interpreting
findings in real-world systems, understanding context and making risk-based
decisions require expertise that cannot be fully automated. This is
particularly important in complex, legacy, or highly connected environments,
where risk often arises from the interaction between systems rather than from
individual vulnerabilities.
As cyber risk has become more visible at board level, organisations must be
more prepared and must demonstrate defensible decision-making and independent
assurance, areas where human expertise and professional judgement remain
central.
As highlighted at our Capital Markets Event in March, these dynamics outlined
above supports our positioning as a people-powered, tech-enabled cyber
security partner, combining AI-driven productivity with deep technical
expertise and trusted judgement.
This combination is central to our ability to compete in higher-value segments
of the market where outcomes, credibility and independence are prioritised
over commoditised delivery.
Capital allocation
The Board has previously consulted with shareholders representing
approximately 70% of the Company's issued share capital on a potential return
of excess capital. Today, the Board announces its intention (subject to the
below proposed capital reduction process) to commence a £170m Tender offer
and a new £15m share buy-back, making a total shareholder return of £185m.
To effect such a return, the Company proposes (subject to shareholder
approval) to undertake a reduction of capital (the "Capital Reduction"),
which, subject to shareholder approval and confirmation by the High Court of
Justice in England and Wales (the "Court"), will create additional
distributable reserves.
The Capital Reduction will become effective upon the registration of the Court
order and the related statement of capital at Companies House.
The creation of distributable reserves is a necessary step in enabling the
Company to implement the return of capital to shareholders, which the Board
intends to effect following successful completion of the Capital Reduction.
The Board has determined that £185m is the appropriate level of capital
return, balancing shareholder distributions with the need to reimburse costs
already incurred, maintain a resilient, debt-free balance sheet for the
standalone Cyber business, and right-size the cost base, with phased cost
rationalisation and associated cash costs following the Escode disposal and
transitional arrangements. No proceeds are being retained specifically for
M&A. While this may change with time, the Board has no current plans to
embark on any M&A activity, and the focus is on organic growth and profit
improvement of the retained Cyber business.
Alongside this, we successfully executed the share buyback programme announced
in January, returning c.£40.0m capital to shareholders in line with our
disciplined capital allocation framework.
Conclusion of Cyber strategic review
As set out at the Capital Markets Event held on 13 March 2026, the business
has completed a period of significant strategic and operational change and now
operates as a focused, pure-play cyber security and resilience business. While
the Board remains mindful of the prevailing macro-economic environment, it
believes the business is appropriately positioned for its next phase of
development.
The Board has concluded that pursuing a sale of the Company is not in the
interests of shareholders at this time. The Company is not in discussions with
any party in relation to a potential sale and is not aware of any other
approaches. The Board's focus remains on executing the Group's strategy and
maximising value for shareholders.
Accordingly, the Company is no longer in an offer period for the purposes of
the City Code on Takeovers and Mergers and the disclosure requirements under
Rule 8 of the Takeover Code have therefore ceased.
People and culture
Our people remain central to our success. Engagement scores have improved
further in the period reaching the highest levels since September 2023,
reflecting continued progress in building a more aligned business.
Outlook
While macroeconomic conditions remain mixed, the underlying demand drivers for
cyber security services continue to be structural and increasing in
importance.
The progress we have made in strengthening execution, improving revenue
quality, and simplifying the business provides confidence in our ability to
deliver against the Board's expectations and to continue improving the quality
and predictability of performance over time.
Financial review
Highlights - FY26 Cyber financial framework
As announced at our Capital Markets Event in March 2026, we will measure
performance against the following key points under our new FY26 financial
framework:
Scale
· Growth in key accounts - Strong acceleration in strategic and
focused key accounts (+137% year-on-year pipeline growth), with NCC Select
(strategic programme targeting high-value accounts to drive growth through
focused investment and senior engagement) now established to drive
multi‑year, high-value expansion.
· Like for like growth in established markets every quarter -
Consistent performance in core markets supported by improved pipeline coverage
(~2x) and stronger late-stage conversion, driving quarter-on-quarter
stability.
· Expanding in developing markets - Early traction in priority
regions (notably North America) supported by overlays and targeted
go-to-market alignment.
· Develop and launch new propositions - 8 global propositions
launched; global training in motion and an expanding pipeline demonstrating
early adoption and repeatable sales momentum.
Strengthen
· Increase % of recurring and reoccurring revenue - Managed service
revenue increased by 4.7% at constant currency to £40.0m
· Improved net promoter score - +32‑point improvement, rising
from +68 to +100 comparing FY25 to H1 2026.
· Maintain leading share of voice - We maintained a leading media
share of voice on cyber security topics across our core markets, ranking #1 or
#2 among our defined peer set in the last six months in priority, audience
relevant publications, and channels.
· Improve colleague engagement score - Colleague engagement score
increased to 66 (+2 points vs last survey), with a response rate of 74% (+2
points). Both metrics represent the strongest results achieved to date.
Simplify
· Leverage global delivery model and AI to drive utilisation and
revenue per earner - The Group's average utilisation rate across TAS and
C&I (all locations) increased to 76.0% in H1 2026, compared with 70.4% in
FY25, reflecting continued leverage of our Manila global delivery centre.
· Overhead and costs of sale reductions through process efficiency
and elimination of Escode stranded costs - In H2 2026 we will continue to
focus on reducing costs through improved process efficiency and the
elimination of Escode stranded costs, to generate a targeted annualised run
rate saving as part of our ongoing transformation journey against FY25 of
£25m in FY28.
Creating value
· Cyber Security (including central and head office) EBITDA margin
consistent to peers - Grown Adjusted EBITDA (1,2) margin to 7.0%, an increase
of 3.8% compared from 3.2% in H1 2025, somewhat closer to wider market
averages.
· Strong cash conversion - H1 2026 amounted to 79.1%, an increase
from 62.3% in H1 2025 driven by improved financial performance half-on-half.
· Sustain appropriate liquidity and debt facilities - Net debt(1)
£10.2m (net cash H1 2025 £0.3m) improving to a net cash position of
c.£230m at 1 June 2026 achieved post‑Escode disposal, supported by resized
debt facilities of £30.0m that will be refinanced within six months.
· Disciplined capital allocation - A c£40m share buyback programme
was successfully completed in April 2026. Following the Escode disposal, today
the Board announces its intention to commence a £170m Tender offer and a new
£15m share buy-back, making a total shareholder return of £185m (subject to
a proposed capital reduction process within the Company, to create sufficient
distributable reserves).
Overview of financial performance
The following table summarises the Group's performance for the six‑month
period ended 31 March 2026 compared with the prior six‑month period ended 31
March 2025.
During the year ended 30 September 2025, the Group explored a number of
strategic options for its Escode business, including a potential sale, and
ultimately initiated an active programme to identify a buyer. As of 30
September 2025, a sale was considered highly probable and, accordingly, the
related assets and liabilities were reclassified as held for sale, with Escode
presented as a discontinued operation given it represented a separate major
line of business. Following the signing of a share purchase agreement on 21
January 2026, and as the transaction had not completed by 31 March 2026,
Escode continues to be classified as held for sale and disclosed as a
discontinued operation at that date. The results for both the current and
prior periods therefore present Escode as discontinued operations. To ensure
full comparability of the Group's underlying performance, the table below
shows the results of the Group's continuing operations, with Escode added
back.
Unaudited H1 2026 Unaudited H1 2025
Cyber Security Central Sub- Fox Crypto Sub- Discontinued Group Cyber Security Central Sub- Fox Crypto Sub- Discontinued Group
£m
and
£m
£m
£m
and
£m
£m
head office total total operations:
head office total total operations(3):
£m
£m
£m
£m
£m
£m
Escode Escode
£m
£m
Revenue 118.4 - 118.4 - 118.4 32.9 151.3 112.0 - 112.0 11.5 123.5 33.3 156.8
Cost of sales (72.9) - (72.9) - (72.9) (8.9) (81.8) (72.6) - (72.6) (6.4) (79.0) (10.0) (89.0)
Gross profit 45.5 - 45.5 - 45.5 24.0 69.5 39.4 - 39.4 5.1 44.5 23.3 67.8
Gross margin % 38.4% - 38.4% - 38.4% 72.9% 45.9% 35.2% - 35.2% 44.3% 36.0% 70.0% 43.2%
(33.5) (2.8) (36.3) - (36.3) (8.6) (44.9) (31.2) (3.4) (34.6) (2.0) (36.6) (8.2) (44.8)
Administrative
Expenses (3)
Share-based payments (0.2) (0.7) (0.9) - (0.9) (0.2) (1.1) (0.3) (0.9) (1.2) - (1.2) (0.3) (1.5)
Adjusted EBITDA (1,2) 11.8 (3.5) 8.3 - 8.3 15.2 23.5 7.9 (4.3) 3.6 3.1 6.7 14.8 21.5
(3.0) (2.0) (5.0) - (5.0) - (5.0) (3.3) (1.9) (5.2) (0.2) (5.4) (0.9) (6.3)
Depreciation and amortisation (4)
(0.4) (0.2) (0.6) - (0.6) - (0.6) (0.5) (1.5) (2.0) (0.1) (2.1) (2.5) (4.6)
Amortisation of acquired
intangibles (4)
Adjusted operating profit/(loss) (1,2) 8.4 (5.7) 2.7 - 2.7 15.2 17.9 4.1 (7.7) (3.6) 2.8 (0.8) 11.4 10.6
0.4 (4.3) (3.9) - (3.9) (2.1) (6.0) (1.7) 11.1 9.4 - 9.4 - 9.4
Individually
Significant Items
Operating profit/(loss) 8.8 (10.0) (1.2) - (1.2) 13.1 11.9 2.4 3.4 5.8 2.8 8.6 11.4 20.0
Operating 7.4% n/a (1.0%) - (1.0%) 39.8% 7.9% 2.1% n/a 5.2% 24.3% 7.0% 34.2% 12.8%
margin %
Finance costs (1.2) (3.4)
Profit/(loss) before taxation 10.7 16.6
Taxation (2.7) (0.6)
Profit/(loss) after taxation 8.0 16.0
EPS
Basic EPS 2.6p 5.2p
Adjusted basic EPS( )(1,2) 4.5p 2.1p
Footnotes:
1: Revenue at constant currency, Adjusted EBITDA, Adjusted Operating profit,
Adjusted basic EPS, Net cash/(debt) excluding lease liabilities and cash
conversion are Alternative Performance Measures (APMs) and not IFRS measures.
See unaudited appendix 1 and the Financial Review for an explanation of APMs
and adjusting items, including a reconciliation to statutory information.
2: The Group reports only one adjusted item: Individual Significant Items of
£6.0m at H1 2026 (H1 2025 includes the £11.3m profit on disposal of Fox
Crypto and £1.9m of re-organisation & strategic review of Escode costs).
For further details, please refer to unaudited appendix 1 and the Financial
Review, which includes an explanation of APMs and adjusting items, along with
a reconciliation to statutory information.
3: Management have allocated £4.0m (H1 2025: £3.4m) 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.
4: No depreciation or amortisation has been charged in respect of Escode for
the six‑month period ended 31 March 2026, as the business was classified as
held for sale on 30 September 2025 and, in accordance with IFRS 5,
depreciation and amortisation ceased from that date.
On a half‑on‑half basis, adjusted EBITDA¹(,)² (excluding Fox Crypto)
increased by 27.7% to £23.5m in H1 2026, compared with £18.4m in H1 2025.
The increase was primarily driven by improved performance in the Cyber
Security business (excluding Fox Crypto), with growth largely delivered at the
revenue and gross margin level.
Adjusted EBITDA from Cyber Security increased by 49.4% to £11.8m in H1 2026
(H1 2025: £7.9m), reflecting stronger revenue demand, particularly within the
UK and APAC regions. Revenue in this geography grew by 12.5% on a constant
currency basis¹ to £73.9m in H1 2026, compared with £65.7m in H1 2025.
Escode has also seen revenue growth when comparing H1 2026 with H1 2025 of
1.9% on a constant currency basis, driven by increased demand for verification
services during the period.
Gross profit margin has increased overall by 2.7% pts to 45.9% in H1 2026,
compared with 43.2% in H1 2025. This improvement was driven by higher margins
across both Escode and the Cyber Security business. Escode gross margins
improved half‑on‑half by 2.9% pts to 72.9%, while Cyber Security gross
margins (excluding Fox Crypto) increased by 3.2% pts to 38.4%. The improvement
in Cyber Security gross margin reflects a strong half‑on‑half performance,
particularly within our C&I markets, alongside a continued shift towards
higher‑margin Managed Services activity across Europe. While North America
experienced a revenue decline half‑on‑half, gross margins in the region
also improved as a result of continued cost control. These improvements
reflect our continued focus on aligning the operating model with market demand
and the ongoing execution of the Group's pure‑play Cyber Security strategy.
Overall gross profit (excluding Fox Crypto) has increased by 10.8% to £69.5m
in H1 2026, compared with £62.7m in H1 2025, driven by the reasons outlined
above.
Administrative expenses (excluding Fox Crypto, share‑based payments,
depreciation and amortisation, and amortisation of acquired intangibles)
increased by 4.9% to £44.9m (H1 2025: £42.8m). This increase was
predominantly driven by unfavourable FX movements, property costs, and wider
macroeconomic inflationary pressures.
Central and head‑office administrative expenses (excluding share‑based
payments, depreciation, and amortisation of acquired intangibles) decreased by
17.6% to £2.8m in H1 2026, compared to £3.4m in H1 2025. The reduction
primarily reflects a higher allocation of corporate overheads to the Escode
business in the period leading up to its separation. The decrease was also
partly driven by the Group's ongoing reorganisation programme, including
associated reductions in central operational headcount.
Statutory profit (excluding Fox Crypto performance and the profit on disposal
of Fox Crypto) increased to £8.0m in H1 2026, compared with a profit of
£2.6m in H1 2025.
Statutory profit for the period resulted in basic and diluted earnings per
share of 2.6p and 2.6p respectively (H1 2025: basic 5.2p; diluted 5.1p).
Adjusted basic EPS¹ amounted to 4.5p (H1 2025: 2.1p). Excluding Fox Crypto,
adjusted basic EPS increased by 200.0% from 1.5p in H1 2025 to 4.5p in H1
2026, following the strong half-on-half performance.
Cash conversion¹ for H1 2026 improved by 16.8%pts to 79.1%, compared with
62.3% in H1 2025. Net debt (excluding lease liabilities)¹ amounted to
£10.2m, reflecting the significant advancement of the Group's share buyback
programme (c.£33m cash paid at 31 March 2026), which completed subsequent to
the period end on 17 April 2026. Cash conversion increased to 79.1%, primarily
due to improved half‑on‑half profitability and favourable movements in
working capital during the period.
The Group's balance sheet remains strong, underpinned by the refinancing
completed in FY25. Following completion of the Escode disposal on 29 May 2026
(which has provided significant improvements to net cash following gross
proceeds of £309.1m on completion - excluding transaction costs and any
completion accounts adjustments), committed facilities have been reduced to
£30.0m, reflecting the Group's lower ongoing funding requirements. The Group
expects to refinance these facilities within the next six months.
The Board recognises the importance of dividends to shareholders and has
maintained a continuous dividend record since the Company's IPO. However,
following the disposal of Escode, the overall level of dividend distributions
requires adjustment.
For the final dividend for the year ending 30 September 2026, and the interim
and final dividends for the year ending 30 September 2027. The Board intends
to continue with a dividend commensurate to the Group's profitability
following the Escode disposal and will confirm their approach to dividends
following the conclusion of the intended tender offer.
Separately the Board has declared a maintained interim dividend of 1.50 pence
per share for the six-month period ended 31 March 2026, reflecting its focus
on balancing shareholder returns with continued investment in the Group's
strategy and the ongoing repositioning of the Cyber Security business.
Alternative Performance Measures (APMs)
Throughout this Financial Review, certain APMs are presented. The APMs used by
the Group are not defined terms under IFRS and therefore may not be comparable
with similarly titled measures reported by other companies. They are not
intended to be a substitute for, or superior to, IFRS measures. This
presentation is also consistent with the way that financial performance is
measured by management and reported to the Board, and the basis of financial
measures for senior management's compensation scheme and provides
supplementary information that assists the user in understanding the financial
performance, position, and trends of the Group.
We believe these APMs provide readers with important additional information on
our business, and this information is relevant for use by investors,
securities analysts, and other interested parties as supplemental measures of
future potential performance. However, since statutory measures can differ
significantly from the APMs and may be assessed differently by the reader, we
encourage you to consider these figures together with statutory reporting
measures noted. Specifically, we would note that APMs may not be comparable
across different companies and that certain profit related APMs may exclude
recurring business transactions (e.g. acquisition related costs) that impact
financial performance and cash flows.
As previously reported, the Group only discloses one adjusted item:
'Individually Significant Items' (noting H1 2025 included the £11.3m profit
on disposal of Fox Crypto and £1.9m of fundamental re-organisation &
strategic review of Escode costs). The Group has the following
APMs/non-statutory measures:
• Adjusted EBITDA (reconciled below)
• Adjusted operating profit (reconciled below)
• Adjusted profit for the period (reconciled below)
• Adjusted basic & diluted 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 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) is reconciled to
statutory measures below:
Adjusted operating profit H1 2026
£m H1 2025
£m
Operating (loss)/profit from continuing operations (3) (5.2) 5.2
Operating profit from discontinuing operations (3) 17.1 14.8
Operating profit 11.9 20.0
Depreciation and amortisation 5.0 6.3
Amortisation of acquired intangibles 0.6 4.6
Individually Significant Items 6.0 (9.4)
Adjusted EBITDA(1,2) 23.5 21.5
Depreciation, amortisation and amortisation charge on acquired intangibles (5.6) (10.9)
Adjusted operating profit(1,2) 17.9 10.6
Adjusted EBITDA
H1 2025 %
H1 2026 £m change
£m
Cyber Security (excluding Fox Crypto) 11.8 7.9 49.4%
Central and head office (3.5) (4.3) (18.6%)
Cyber Security (excluding Fox Crypto) including Central and Head Office costs 8.3 3.6 130.6%
Escode (discontinued operations) 15.2 14.8 2.7%
Total Adjusted EBITDA (1,2) (excluding Fox Crypto) 23.5 18.4 27.7%
Fox Crypto - 3.1 n/a
Total Adjusted EBITDA (1,2) 23.5 21.5 9.3%
1: Revenue at constant currency, Adjusted EBITDA, Adjusted Operating profit,
Adjusted basic EPS, Net cash/(debt) excluding lease liabilities and cash
conversion are Alternative Performance Measures (APMs) and not IFRS measures.
See unaudited appendix 1 and the Financial Review for an explanation of APMs
and adjusting items, including a reconciliation to statutory information.
2: The Group reports only one adjusted item: Individual Significant Items of
£6.0m at H1 2026 (H1 2025 includes the £11.3m profit on disposal of Fox
Crypto and £1.9m of re-organisation & strategic review of Escode costs).
For further details, please refer to unaudited appendix 1 and the Financial
Review, which includes an explanation of APMs and adjusting items, along with
a reconciliation to statutory information.
3: Management have allocated £4.0m (H1 2025: £3.4m) 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.
Revenue summary:
Comparing H1 of the 6 month period ended 31 March 2026 with H1 of the 6 month
period ended 31 March 2025, overall revenue is analysed as follows:
% change Constant currency (1) H1 2025 % change
at actual rates £m at constant currency (1)
H1 2026 H1 2025 H1 2026
£m £m £m
Cyber Security revenue 118.4 123.5 (4.1%) 118.4 123.9 (4.4%)
Escode (discontinued operations) 32.9 33.3 (1.2%) 32.9 32.3 1.9%
Total revenue 151.3 156.8 (3.5%) 151.3 156.2 (3.1%)
H1 2026 H1 2025 % change H1 2026 Constant % change
£m £m at actual rates £m Currency 1 at constant
H1 2025 currency 1
£m
Cyber Security revenue (excluding Fox Crypto) 118.4 112.0 5.7% 118.4 111.8 5.9%
Fox Crypto - 11.5 n/a - 12.1 n/a
Total Cyber Security revenue 118.4 123.5 (4.1%) 118.4 123.9 (4.4%)
Escode (discontinued operations) 32.9 33.3 (1.2%) 32.9 32.3 1.9%
Total revenue 151.3 156.8 (3.5%) 151.3 156.2 (3.1%)
H1 2026 H1 2025 % change H1 2026 Constant % change
£m £m at actual rates £m Currency 1 at constant
H1 2025 currency 1
£m
Cyber Security revenue (excluding Fox Crypto) 118.4 112.0 5.7% 118.4 111.8 5.9%
Escode (discontinued operations) 32.9 33.3 (1.2%) 32.9 32.3 1.9%
Total revenue (excluding Fox Crypto) 151.3 145.3 4.1% 151.3 144.1 5.0%
Fox Crypto - 11.5 n/a - 12.1 n/a
Total revenue 151.3 156.8 (3.5%) 151.3 156.2 (3.1%)
1: Revenue at constant currency is an Alternative Performance Measure (APMs)
and not an IFRS measure. See unaudited appendix 1 for an explanation of APMs
and adjusting items, Including a reconciliation to statutory information.
Divisional performance
Cyber Security
The Cyber Security division (excluding Fox Crypto) accounts for 78.3% of Group
revenue (H1 2025: 77.1%) and 65.5% of Group gross profit (H1 2025: 62.8%).
Cyber Security revenue analysis - by originating country:
% change at actual rates Constant Currency (1) H1 2025 % change
£m at constant currency (1)
H1 2026 H1 2025 H1 2026
£m £m £m
UK & APAC 73.9 65.4 13.0% 73.9 65.7 12.5%
North America 25.0 28.6 (12.6%) 25.0 27.2 (8.1%)
Europe (excluding Fox Crypto) 19.5 18.0 8.3% 19.5 18.9 3.2%
Cyber Security revenue (Fox Crypto) 118.4 112.0 5.7% 118.4 111.8 5.9%
Fox Crypto - 11.5 n/a - 12.1 n/a
Total Cyber Security revenue 118.4 123.5 (4.1%) 118.4 123.9 (4.4%)
1: Revenue at constant currency is an Alternative Performance Measure (APMs)
and not an IFRS measure. See unaudited appendix 1 for an explanation of APMs
and adjusting items, including a reconciliation to statutory information.
Cyber Security revenue (excluding Fox Crypto) increased by 5.9% on a constant
currency basis¹ and by 5.7% at actual rates. This half‑on‑half increase
was predominantly driven by growth in the UK and APAC markets, representing a
12.5% increase on a constant currency basis and 13.0% at actual rates. Growth
was primarily within our UK TAS and C&I capabilities, reflecting increased
demand when comparing H1 2026 with H1 2025 and a strong start to the financial
year.
From a Cyber Security geographical revenue trajectory perspective, the
following tables compare H1 2026 against H2 2025 performance:
% Constant Currency (1) H2 2025 %
change at actual rates £m change at constant currency (1)
H1 2026 H2 2025 H1 2026
£m £m £m
UK & APAC 73.9 69.0 7.1% 73.9 69.0 7.1%
North America 25.0 28.1 (11.0%) 25.0 28.2 (11.3%)
Europe 19.5 18.3 6.6% 19.5 18.6 4.8%
Cyber Security revenue (excluding Fox Crypto) 118.4 115.4 2.6% 118.4 115.8 2.2%
Fox Crypto - - - - - -
Total Cyber Security revenue 118.4 115.4 2.6% 118.4 115.8 2.2%
1: Revenue at constant currency is an Alternative Performance Measure (APMs)
and not an IFRS measure. See unaudited appendix 1 for an explanation of APMs
and adjusting items, including a reconciliation to statutory information.
Comparing H1 2026 with H1 2025, Cyber Security revenue continued its growth
trajectory, increasing by 2.2% on a constant currency basis¹ (+2.6% at actual
rates). Performance was supported by strong momentum in the Group's UK and
APAC geographies, most notably within our TAS and C&I capabilities.
North America has experienced a decline of 11.3% on a constant currency basis,
driven by a reduction in Technical Assurance Services revenue from large
technology clients. Excluding this proportion of the TAS capability,
performance across core TAS, Consulting & Integration, Managed Services
and DFIR was solid.
During the period, we have continued to reduce client concentration risk in
our North America business, with revenue exposure to large technology clients
expected to reduce to c.23% in FY26, approximately to prior half levels. This
repositioning is expected to support a more balanced and sustainable growth
profile over the medium term.
Cyber Security revenue analysed by type of service and capability:
% Constant Currency(1) %
change H1 2025 change at constant currency (1)
at actual rates
H1 2026 H1 2025 H1 2026 £m
£m £m £m
Technical Assurance Services (TAS) 45.0 45.6 (1.3%) 45.0 44.9 0.2%
Consulting and Implementation (C&I) 26.1 21.9 19.2% 26.1 21.8 19.7%
Managed Services (MS) 40.0 37.7 6.1% 40.0 38.2 4.7%
Digital Forensics and Incident Response (DFIR) 6.9 6.3 9.5% 6.9 6.4 7.8%
Other services 0.4 0.5 (20.0%) 0.4 0.5 (20.0%)
Cyber Security revenue (excluding Fox Crypto) 118.4 112.0 5.7% 118.4 111.8 5.9%
Fox Crypto - 11.5 n/a - 12.1 n/a
Total Cyber Security 118.4 123.5 (4.1%) 118.4 123.9 (4.4%)
Encouragingly, our Managed Services business continued to grow, increasing by
4.7% on a constant currency basis¹ (+6.1% at actual rates). Our capability
mix continues to pivot in favour of Managed Services, which remains the
fastest‑growing segment of the wider Cyber market. This is reflected in
Managed Services representing 33.8% of total Cyber Security revenue (excluding
Fox Crypto), compared with 33.7% in H1 2025.
As noted above, we have also seen increased demand within our C&I
business, which grew by 19.7% on a constant currency basis, particularly
within the UK market. Growth in our UK TAS business on a half‑on‑half
basis was partially offset by reduced demand across our North American TAS
markets during the period.
From a Cyber Security revenue trajectory perspective, the following tables
compare H1 2026 against H2 2025 performance:
% Constant Currency(1) %
change H2 2025 change at constant currency (1)
at actual rates
H1 2026 H2 2025 H1 2026 £m
£m £m £m
Technical Assurance Services (TAS) 45.0 42.8 5.1% 45.0 42.8 5.1%
Consulting and Implementation (C&I) 26.1 26.6 (1.9%) 26.1 26.7 (2.2%)
Managed Services (MS) 40.0 38.7 3.4% 40.0 38.9 2.8%
Digital Forensics and Incident Response (DFIR) 6.9 6.8 1.5% 6.9 6.9 -
Other services 0.4 0.5 (20.0%) 0.4 0.5 (20.0%)
Cyber Security revenue (excluding Fox Crypto) 118.4 115.4 2.6% 118.4 115.8 2.2%
Fox Crypto - - - - - -
Total Cyber Security 118.4 115.4 2.6% 118.4 115.8 2.2%
1: Revenue at constant currency is an Alternative Performance Measure (APMs)
and not an IFRS measure. See unaudited appendix 1 and the Financial Review for
an explanation of APMs and adjusting items, including a reconciliation to
statutory information.
We continue to see fluctuations when comparing H1 2026 with H1 2025 and H2
2025 across our TAS and C&I markets, with TAS delivering constant
currency¹ revenue growth of 5.1% and C&I experiencing a constant
currency¹ revenue decline of 2.2%. These movements were driven by changes in
client spending priorities, influenced by ongoing broader macroeconomic
uncertainty across key markets. Despite this, the Group's average utilisation
rate across both TAS and C&I, across all locations, has improved to c.76%
in H1 2026.
Managed Services represents 33.8% of total Cyber Security revenue, compared
with 33.5% in H2 2025, demonstrating a continued shift in service mix towards
higher levels of annual recurring revenue. This follows constant currency
revenue growth of 2.8% (+3.4% at actual rates).
Cyber Security gross profit is analysed as follows:
H1 2026 H1 2026 H1 2025 H1 2025
£m
£m % margin % margin % pts change
UK & APAC 30.4 41.1% 26.6 40.7% 0.4%
North America 6.9 27.6% 6.4 22.4% 5.2%
Europe 8.2 42.1% 6.4 35.6% 6.5%
Cyber Security gross profit (excluding Fox Crypto) 45.5 38.4% 39.4 35.2% 3.2%
Fox Crypto - - 5.1 44.3% n/a
Cyber Security gross profit and % margin 45.5 38.4% 44.5 36.0% 2.4%
Encouragingly, gross margins (excluding Fox Crypto) have improved overall by
3.2% pts, driven by the strong half‑on‑half performance noted above,
particularly within our TAS and C&I markets. European gross margin has
also improved notably, increasing by 6.5%, reflecting a continued shift
towards growing higher‑margin MS European revenues and a growing MS
contribution within the EU sales mix.
While North America experienced a revenue decline (half-on-half), gross margin
improved by 5.2% pts, driven by continued cost control in the region,
predominantly through headcount reductions. These measures reflect our
continued focus on aligning the operating model to market demand and
supporting the underlying 'pure‑play' Cyber Security strategy.
When comparing H1 2026 performance to H2 2025, the following table summarises
the gross margin trajectory by geography:
H1 2026 H1 2026 H2 2025 H2 2025
£m
£m % margin % margin % pts change
UK & APAC 30.4 41.1% 27.6 40.0% 1.1%
North America 6.9 27.6% 9.7 34.5% (6.9%)
Europe 8.2 42.1% 6.6 36.1% 6.0%
Cyber Security gross profit (excluding Fox Crypto) 45.5 38.4% 43.9 38.0% 0.4%
Fox Crypto - - - - -
Cyber Security gross profit and % margin 45.5 38.4% 43.9 38.0% 0.4%
Following an improved recovery in gross margin in H2 2025 compared with H1
2025, it is encouraging to see continued improvement as we progress towards H2
2026, with overall gross margin improving by 0.4% pts. This improvement
remains in line with the factors outlined above, albeit to a lesser extent.
Escode
The Escode division accounts for 21.7% of Group (excluding Fox Crypto)
revenues (H1 2025: 22.9%) and 34.5% of Group gross profit (H1 2025: 37.2%).
Escode revenue analysis - by originating country:
%
change at actual rates Constant Currency (1) %
H1 2025 change at constant currency (1)
H1 2026 H1 2025 H1 2026 £m
£m £m £m
UK 14.9 14.9 - 14.9 14.9 -
North America 15.8 16.4 (3.7%) 15.8 15.3 3.3%
Europe 2.2 2.0 10.0% 2.2 2.1 4.8%
Total Escode revenue 32.9 33.3 (1.2%) 32.9 32.3 1.9%
Escode revenue increased by 1.9% on a constant currency basis, driven
primarily by growth in verification services revenue, supported by annual
price increases and a more favourable product mix compared with the prior
period. At actual exchange rates, revenue declined by 1.2%, reflecting the
impact of unfavourable foreign exchange movements.
% Constant Currency(1) %
change at actual rates H1 2025 change at constant currency(1)
H1 2026 H1 2025 H1 2026 £m
£m £m £m
UK 14.9 14.5 2.8% 14.9 14.5 2.8%
North America 15.8 16.5 (4.2%) 15.8 16.5 (4.2%)
Europe 2.2 2.2 - 2.2 2.4 (8.3%)
Total Escode revenue 32.9 33.2 (1.2%) 32.9 33.4 (1.5%)
Escode revenues analysed by service line:
% Constant Currency (1) %
change at actual rates H1 2025 change at constant currency (1)
H1 2026 H1 2025 H1 2026 £m
£m £m £m
Escrow contracts 20.9 22.0 (5.0%) 20.9 21.2 (1.4%)
Verification services 12.0 11.3 6.2% 12.0 11.1 8.1%
Total Escode revenue 32.9 33.3 (1.2%) 32.9 32.3 1.9%
Escrow contract revenue decreased by 1.4% half on half on a constant currency
basis, with ongoing movements in the renewal base partly mitigated by annual
price increases and new customer wins. By contrast, verification services
revenue grew by 8.1% on a constant currency basis, driven by a combination of
pricing increases and a more favourable product mix.
From an Escode service line revenue trajectory perspective the following
tables compare H1 2026 against H2 2025 performance:
% Constant Currency (1) %
change at actual rates H2 2025 change at constant currency (1)
H1 2026 H2 2025 H1 2026 £m
£m £m £m
Escrow contracts 20.9 21.0 (0.5%) 20.9 21.3 (1.9%)
Verification services 12.0 12.2 (1.6%) 12.0 12.2 (1.6%)
Total Escode revenue 32.9 33.2 (0.9%) 32.9 33.5 (1.8%)
Gross margin is analysed as follows:
H1 2026 H1 2026 H1 2025 H1 2025
£m % margin £m % margin % pts change
UK 11.0 73.8% 10.2 68.5% 5.3%
North America 11.7 74.1% 11.7 71.3% 2.8%
Europe 1.3 59.1% 1.4 70.0% (10.9%)
Escode gross profit and % margin 24.0 72.9% 23.3 70.0% 2.9%
Escode's gross margin improved by 2.9% in H1 2026 compared to H1 2025, driven
primarily by cost of sales savings. This is due to the continued benefits
arising from previous investments enabling Escode to achieve sustainable gross
margin improvements.
When comparing H1 2026 performance to H2 2025, the following table summarises
the gross margin trajectory:
H1 2026 H1 2026 H2 2025 H2 2025
£m % margin £m % margin % pts change
UK 11.0 73.8% 10.4 71.7% 2.1%
North America 11.7 74.1% 12.2 73.9% 0.2%
Europe 1.3 59.1% 1.6 72.7% (13.6%)
Escode gross profit and % margin 24.0 72.9% 24.2 72.9% -
Overall, Escode gross margin remained flat in H1 2026 compared with H1 2025.
UK and North America Escode gross margins improved, consistent with the
drivers outlined above, offset by a reduction in EU Escode gross margin.
Individually Significant Items
During the period, the Group recognised Individually Significant Items (ISIs)
of a £6.0m expense (H1 2025: £9.4m credit), as follows:
H1 2026 H1 2025
£m £m
Fundamental reorganisation costs 1.1 1.7
Costs associated with strategic review of Cyber business 1.3 -
Costs associated with strategic review of Escode business 1.5 0.2
Total ISIs (excluding profit on disposal of Fox Crypto) 3.9 1.9
Profit on disposal of Fox Crypto - (11.3)
Total ISIs (continuing operations) 3.9 (9.4)
Transaction costs on disposal of Escode (discontinued operations) 2.1 -
Total ISIs 6.0 (9.4)
Group Individually Significant Items for the period amounted to a £6.0m debit
(H1 2025: £9.4m credit). This comprised £1.3m (H1 2025: £nil) of
professional fees and advisory costs associated with the strategic review of
the Group's Cyber business (the 'Cyber Review' which was stopped subsequent to
the period end), and £1.5m (H1 2025: £0.2m) of the Group's strategic review
of its Escode business (predominantly comprised of internal contractor costs).
In addition, fundamental reorganisation costs of £1.1m (H1 2025: £1.7m) were
incurred during the period, predominantly relating to severance costs, as the
Group continues to execute its transformation strategy. These costs reflect
ongoing actions to align the operating model with market requirements and to
focus delivery on the underlying Cyber Security strategy, following the
successful completion of the Escode sale in May 2026. Optimisation costs will
continue to be monitored as the transformation journey progresses (as outlined
at the March 2026 Capital Markets Event), with further costs expected during
FY26-FY28.
Additionally, £2.1m of professional advisory fees and legal transaction costs
directly attributable to the disposal of the Group's Escode business have been
recognised in discontinued operations, with the Escode disposal completing
subsequent to the period end on 29 May 2026. As the transaction completed in
H2 2026, further transaction costs will be recognised in the year ended 30
September 2026 Annual Report and Accounts and netted against the gain on
disposal.
Finance costs
Finance costs for the six months to 31 March 2026 were £1.2m, compared with
£3.4m for the six months to 31 March 2025. The reduction in finance costs
resulted from the Group's repayment of external borrowings, 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
£0.5m (six months to 31 March 2025: £0.6m).
Following the disposal of Escode on 29 May 2026, the Group's finance costs
will primarily comprise non‑utilisation fees on the Group's revolving credit
facility (RCF). The Group will also generate finance income from cash on
deposit until the Escode proceeds are partially returned to shareholders.
Following the period end, the successful disposal of Escode and the repayment
of the Group's external debt, the Group held net cash balances of c.£230m as
at 1 June 2026.
Taxation
The Group's effective statutory tax rate increased to 25.2% (H1 2025: 3.6%),
primarily reflecting the non‑taxable gain on disposal of Fox Crypto in the
prior period, which reduced the H1 2025 rate. The adjusted tax rate rose to
17.4% (H1 2025: 9.1%). The tax impact of ISIs remained broadly consistent, as
these items are predominantly non‑deductible for tax purposes.
Earnings per share (EPS)
H1 2026 H1 2025
Statutory
Basic EPS 2.6p 5.2p
Diluted EPS 2.6p 5.1p
Adjusted (1)
Basic EPS 4.5p 2.1p
Diluted EPS 4.5p 2.1p
Adjusted (excluding Fox Crypto) (1,3)
Basic EPS 4.5p 1.5p
Diluted EPS 4.5p 1.4p
Weighted average number of shares (million)
Basic 303.5 307.8
Diluted 307.1 312.9
Adjusted profit for the period is reconciled as follows:
H1 2026 H1 2025
£m £m
Statutory profit for the period 8.0 16.0
Individually Significant items (Note 4) 6.0 1.9
Profit on disposal of Fox Crypto (Note 4) - (11.3)
Tax effect of above items (2) (0.2) -
Adjusted profit for the period 13.8 6.6
Fox Crypto adjusted profit for the period - (2.1)
Adjusted profit for the period (excluding Fox Crypto) 13.8 4.5
1: Adjusted EPS is an Alternative Performance Measures (APMs) and not an IFRS
measure. See unaudited appendix 1 and the Financial Review for an explanation
of APMs and adjusting items, including a reconciliation to statutory
information.
2: There is no tax impact on the Group's H1 2025 adjusting items, they
predominantly relate to the non-taxable gain on the disposal of Fox Crypto,
which is included within ISIs
(see Note 4).
3: Excluding non-core disposals which refers to the prior period disposal of
Fox-IT Crypto. The disposal of Fox-IT Crypto completed on 28 March 2025.
Reconciliation of net debt (1)
The table below summarises the Group's cash flow and net cash/(debt) (1):
H1 2026 H1 2025
£m £m
Operating cash inflow before movements in working capital 20.3 20.4
Movement in working capital (1.7) (7.0)
Cash generated from operating activities before interest and taxation 18.6 13.4
Interest element of lease payments (0.4) (0.6)
Finance interest paid (0.5) (2.6)
Taxation paid (2.1) (2.3)
Net cash generated from operating activities 15.6 7.9
Purchase of property, plant, and equipment (1.0) (1.3)
Software, development, and customer contracts expenditure (0.4) (0.3)
Sale proceeds from business disposals (net of cash disposed) - 61.4
Equity dividends paid - (9.8)
Share buyback (including transaction costs) (33.0) -
Repayment of lease liabilities (principal amount) (2.9) (3.9)
Acquisition of treasury shares - (5.8)
Proceeds from the issue of ordinary share capital 0.1 -
Net movement (21.6) 48.2
Opening net cash/(debt) (excluding lease liabilities) (1) 13.1 (45.3)
Non-cash movements (release of deferred issue costs) (0.3) (0.2)
Foreign exchange movement (1.4) (2.4)
Closing net (debt)/cash excluding lease liabilities (1) (10.2) 0.3
Lease liabilities (20.7) (25.4)
Closing net debt (1) (30.9) (25.1)
Net cash/(debt) (1) (including discontinued operations) can be reconciled as
follows:
H1 2026 H1 2025
£m £m
Cash and cash equivalents (3) 30.7 95.2
Bank overdraft (17.5) (12.2)
Borrowings (net of deferred issue costs) (23.4) (82.7)
Net (debt)/cash excluding lease liabilities (1) (10.2) 0.3
Lease liabilities (20.7) (25.4)
Net debt (1) (30.9) (25.1)
Net cash/(debt), excluding lease liabilities, for discontinued and continuing
operations is presented below:
H1 2026 H1 2025
£m £m
Net debt excluding lease liabilities1 - continuing operations (31.3) (2.9)
Net cash excluding lease liabilities 1 - discontinuing operations 21.1 3.2
Net (debt)/cash excluding lease liabilities 1 (10.2) 0.3
Subsequent to the period end, following completion of the disposal of Escode
on 29 May 2026, the Group received net proceeds of £262.8m (pre-transaction
costs and any completion accounts adjustments), which were partially used in
June 2026 to reduce the Group's borrowings in full.
Reconciliation of net change in cash and cash equivalents (including
discontinued operations) to movement in net debt (1)
H1 2026 H1 2025
£m
£m
Net (decrease)/increase in cash and cash equivalents (inc. bank overdraft) (1.8) 67.7
Change in net debt (1) resulting from cash flows (net of deferred issue costs) (19.8) (19.5)
Interest incurred on borrowings 0.5 2.6
Interest paid on borrowings (0.5) (2.6)
Non-cash movements (release of deferred issue costs) (0.3) (0.2)
Effect of foreign currency on cash flows (1.4) (0.9)
Foreign currency translation differences on borrowings - (1.5)
Change in net debt (1) during the period (23.3) 45.6
Net cash/(debt) (1) at start of period excluding lease liabilities 13.1 (45.3)
Net (debt)/cash (1) at end of period excluding lease liabilities (10.2) 0.3
Lease liabilities (20.7) (25.4)
Net debt (1) at end of period (30.9) (25.1)
1: Net debt is an Alternative Performance Measures (APMs) and not an IFRS
measure. See unaudited appendix 1 and the Financial Review for an explanation
of APMs and adjusting items, including a reconciliation to statutory
information.
The calculation of the cash conversion ratio (1) is set out below:
H1 2026 H1 2025 % change/
£m £m % pts
Operating cash flow before interest and taxation 18.6 13.4 38.8%
Adjusted EBITDA (1, 2) 23.5 21.5 9.3%
Cash conversion ratio (1, 2) (%) 79.1% 62.3% 16.8% pts
1: Revenue at constant currency, Adjusted EBITDA, Adjusted Operating profit,
Adjusted basic EPS, Net cash/(debt) excluding lease liabilities and cash
conversion are Alternative Performance Measures (APMs) and not IFRS measures.
See unaudited appendix 1 and the Financial Review for an explanation of APMs
and adjusting items, including a reconciliation to statutory information.
2: The Group reports only one adjusted item: Individual Significant Items of
£6.0m at H1 2026 (H1 2025 includes the £11.3m profit on disposal of Fox
Crypto and £1.9m of re-organisation & strategic review of Escode costs).
For further details, please refer to unaudited appendix 1 and the Financial
Review, which includes an explanation of APMs and adjusting items, along with
a reconciliation to statutory information.
3 Including £21.1m of Escode (discontinued operations) cash balances.
Cash conversion has increased by 16.8% pts to 62.3%, predominantly driven by
the improvement in performance half-on-half (as described within this
financial review).
Cash capital expenditure remained broadly stable and consistent
period‑on‑period at £1.4m (H1 2025: £1.6m). This comprised tangible
asset expenditure of £1.0m (H1 2025: £1.3m) and capitalised software and
development costs of £0.4m (H1 2025: £0.3m).
During the period, following the commencement of the Company's share buyback
programme on 21 January 2026, the Company repurchased and cancelled 25,143,446
ordinary shares at an average price of £1.30 per share (price range: £1.16
to £1.40). Total consideration paid amounted to £32.7m, with directly
attributable transaction costs of £0.3m, both of which have been recognised
as deductions from equity as at 31 March 2026.
Subsequent to the period end, the programme completed on 17 April 2026, when a
further 5,856,554 ordinary shares were repurchased and cancelled for
consideration of £7.0m. In total, 31,000,000 ordinary shares were repurchased
and cancelled under the programme, resulting in an aggregate return of
approximately £40m to shareholders. As these additional shares related to
contractually committed share purchases under the terms of the buyback
agreement with the Group's brokers, a financial liability of £6.7m was
recognised at 31 March 2026, with a corresponding deduction from equity
(giving a total deduction from retained earnings of £39.7m).
Dividends
The final dividend of £9.1m in respect of the year ended 30 September 2025,
amounting to 3.15p per ordinary share, was recommended by the Board on 8
December 2025 and approved by shareholders at the AGM on 3 March 2026. The
dividend was subsequently paid on 10 April 2026 and is therefore recognised as
a dividend payable within non‑trade payables at 31 March 2026.
The Board is declaring an interim dividend of 1.50p per share for the 6-month
period ended 31 March 2026 (H1 2025: 1.50p), as it continues to recognise the
importance of dividends to shareholders and has maintained a continuous
dividend record since the Company's IPO.
The proposed interim dividend was recommended by the Board on 10 June 2026 and
will be paid on 9 October 2026, to shareholders on the register at the close
of business on 11 September 2026. The ex-dividend date is 10 September 2025.
The dividend has not been included as a liability as at 31 March 2026.
The payment date for the FY26 interim dividend reflects the timing required to
complete the proposed capital reduction process (subject to shareholder
approval) within the Company following the successful completion of the Escode
transaction on 29 May 2026. This process is necessary to provide sufficient
distributable reserves for the intended tender offer and additional share
buyback programme.
The Board intends to continue with a dividend commensurate to the Group's
profitability following the Escode disposal and will confirm their approach to
dividends following the conclusion of the intended tender offer.
The payment of this dividend will not have any tax consequences for the Group.
Principal risks and uncertainties
During FY25, the Board completed a robust assessment of the Company's emerging
and principal risks. The overall number of principal risks was reduced from 24
in FY24 to 14 in FY25 primarily due to risks being combined where the
operating risks overlapped or where they were considered sub-risks. The
following risks and uncertainties are those that the Directors believe could
have the most significant impact on the Group's business and remain unchanged
from the year end:
· Strategy - overarching strategic risk
o Inability to execute the Group's strategy including the diversification of
market sector, region, product/service or client
o Inability of the Group to absorb the people, process, and technological
transformation change
o Commercial models (contractual and pricing) do not reflect the flexibility
required by clients or drive the optimal commercial outcome for NCC Group
· Cyber and information security
o Cyber attack
o Significant business systems failure
o Loss of client/colleague data
o Insufficient quality, integrity, and availability of management
information
· Innovation and service development
o Technology changes render services obsolete/technology disruption impacts
pace of change
· People
o Insufficient strategic workforce planning, including technological
development and training of colleagues
· Market and competition
o Global socio-political risk
· Brand and reputation
o Adverse publicity in news and social media
· Quality and delivery
o Inability to effectively compete in the market
· Legal, regulatory compliance and governance
o Criminal and civil legal action resulting in fines and incarceration
o Inability to identify and adopt emerging regulations in a timely manner
Directors' responsibility statement
The directors confirm that these condensed interim financial statements have
been prepared in accordance with UK adopted International Accounting Standard
34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency
Rules sourcebook of the United Kingdom's Financial Conduct Authority and that
the interim management report includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8, namely:
· an indication of important events that have occurred during the
first six months and their impact on the condensed interim financial
statements, and a description of the principal risks and uncertainties for the
remaining six months of the financial year; and
· material related-party transactions in the first six months and
any material changes in the related-party transactions described in the last
annual report.
The Half Year Report was approved and authorised on 10 June 2026, for issue on
behalf of the Board on 11 June 2026 by:
Mike Maddison Guy Ellis
Chief Executive Officer Chief Financial Officer
Condensed consolidated income statement
For the period ended 31 March 2026
Continuing operations Notes Unaudited Unaudited
H1 2026 H1 2025
£m Restated*
£m
Revenue 3 118.4 123.5
Cost of sales 3 (72.9) (79.0)
Gross profit 3 45.5 44.5
Administrative expenses
Individually Significant Items 4 (3.9) (1.9)
Depreciation and amortisation (5.6) (7.5)
Other administrative expenses (41.2) (41.2)
Total administrative expenses (50.7) (50.6)
Profit on disposal of Fox Crypto 4 - 11.3
Operating (loss)/profit (5.2) 5.2
Finance cost (1.2) (3.3)
(Loss)/Profit before taxation (6.4) 1.9
Taxation 6 (0.1) 2.5
(Loss)/Profit from continuing operations (6.5) 4.4
Profit from discontinued operations 10 14.5 11.6
Profit for the period attributable to the owners of the Company 8.0 16.0
Earnings per ordinary share from continuing operations 7
Basic EPS (2.1p) 1.4p
Diluted EPS (2.1p) 1.4p
The accompanying notes 1 to 12 are an integral part of these unaudited
condensed consolidated financial statements.
Condensed consolidated statement of comprehensive income
For the period ended 31 March 2026
Unaudited Unaudited
H1 2026 H1 2025
Restated*
£m £m
Note
Profit for the period attributable to the owners of the Company 8.0 16.0
Other comprehensive income/(loss)
Items that may be reclassified subsequently to profit or loss (net of tax)
Cumulative translation - (7.9)
adjustment
9
Foreign exchange translation differences from continuing operations (0.6) (0.5)
Foreign exchange translation differences from discontinued 2.8 4.1
operations 10
Total other comprehensive income/(loss) 2.2 (4.3)
Total comprehensive income for the period (net of tax) attributable 10.2 11.7
to the owners of the Company:
Total comprehensive (loss)/income for the period attributable to owners of the
Company arises from:
Continuing operations (7.1) (4.0)
Discontinued operations 17.3 15.7
10.2 11.7
*Comparatives have been restated to present Escode as a discontinued
operation. See Note 10 for further details.
The accompanying notes 1 to 12 are an integral part of these unaudited
condensed consolidated financial statements.
Condensed consolidated balance sheet
as at 31 March 2026
Notes
Audited
Unaudited Unaudited 30 September
31 March 31 March 2025
2026 2025 £m
£m £m
Non-current assets
Goodwill 8 46.3 159.3 46.3
Intangible assets 8 2.8 86.9 3.6
Property, plant and equipment 9.5 11.0 10.5
Right-of-use assets 12.7 15.8 13.8
Deferred tax asset 1.3 1.0 1.0
Total non-current assets 72.6 274.0 75.2
Current assets
Trade and other receivables 37.5 40.6 31.8
Contract assets 20.8 24.8 19.4
Current tax receivable 7.4 3.6 5.5
Cash and cash equivalents 9.6 95.2 12.5
Derivative financial instruments - - 0.9
Assets classified as held for sale 10 218.2 - 198.0
Total current assets 293.5 164.2 268.1
Total assets 366.1 438.2 343.3
Current liabilities
Trade and other payables 59.3 48.2 43.1
Bank overdraft 17.5 12.2 -
Lease liabilities 4.4 5.8 4.1
Current tax payable 0.5 0.9 0.8
Derivative financial instruments 0.7 0.1 -
Provisions 0.1 2.0 0.3
Contract liabilities - deferred revenue 28.8 52.5 25.7
Liabilities directly associated with assets classified as held for sale 10 42.9 - 39.8
Total current liabilities 154.2 121.7 113.8
Non-current liabilities
Borrowings 23.4 82.7 3.3
Lease liabilities 13.6 19.6 15.4
Deferred tax liabilities 0.2 0.4 0.2
Provisions 2.3 2.4 1.9
Contract liabilities - deferred revenue 3.3 4.6 2.2
Total non-current liabilities 42.8 109.7 23.0
Total liabilities 197.0 231.4 136.8
Net assets 169.1 206.8 206.5
Equity
Share capital 2.8 3.1 3.1
Share premium 224.8 224.4 224.7
Capital redemption reserve 0.3 - -
Merger reserve 42.3 42.3 42.3
Currency translation reserve 23.6 20.2 21.4
Retained earnings (124.7) (83.2) (85.0)
Total equity attributable to equity holders of the parent 169.1 206.8 206.5
The accompanying notes 1 to 12 are an integral part of these unaudited
condensed consolidated financial statements.
These condensed unaudited interim financial statements were approved and
authorised on 10 June 2026, for issue on behalf of the Board on 11 June 2026
by:
Mike Maddison Guy Ellis
Chief Executive Officer Chief Financial Officer
Condensed consolidated cash flow statement
For the period ended 31 March 2026
Notes Unaudited Unaudited
H1 2026 H1 2025
£m £m
Cash flow from operating activities
(Loss)/profit for the period of continuing operations (6.5) 4.4
Profit for the period from discontinued operations 14.5 11.6
Profit for the period 8.0 16.0
Adjustments for:
Depreciation of property, plant and equipment 2.0 2.3
Depreciation of right of use assets 2.4 2.8
Amortisation of customer contracts and relationships 8 0.6 4.6
Amortisation of software and development costs 8 0.6 1.2
Impairment of non-current assets included in ISIs - 0.1
Share-based payments 1.2 0.7
Lease financing costs 0.4 0.6
Other financing costs 0.8 2.8
Foreign exchange loss 1.4 -
Profit on disposal of right of use assets 0.2 -
Profit on disposal of Fox Crypto 4 - (11.3)
Income tax expense 2.7 0.6
Cash inflow for the period before changes in working capital 20.3 20.4
Increase in trade and other receivables (5.1) (9.2)
Increase in contract assets (1.4) (4.6)
(Decrease)/increase in trade and other payables (0.9) 4.3
Increase in contract liabilities 5.4 2.9
Increase/(decrease) in provisions 0.3 (0.4)
Cash generated from operating activities before interest and taxation 18.6 13.4
Interest element of lease payments (0.4) (0.6)
Other interest paid (0.5) (2.6)
Taxation paid (2.1) (2.3)
Net cash generated from operating activities 15.6 7.9
Cash flows from investing activities
Purchase of property, plant and equipment (1.0) (1.3)
Software, development and customer contracts expenditure 8 (0.4) (0.3)
Sales proceeds of business disposals (net of cash disposed of) 9 - 61.4
Net cash (used in)/generated from investing activities (1.4) 59.8
Cash flows from financing activities
Proceeds from the issue of ordinary share capital 0.1 -
Acquisition of treasury shares` - (5.8)
Principal element of lease payments (2.9) (3.9)
Drawdown of borrowings (net of deferred issue costs) 28.5 21.1
Repayment of borrowings (8.7) (1.6)
Share buyback (including transaction costs) 11 (33.0) -
Equity dividends paid 5 - (9.8)
Net cash (used in)/generated from financing activities (16.0) -
Net (decrease)/increase in cash and cash equivalents (inc. bank overdraft) (1.8) 67.7
Cash and cash equivalents (inc. bank overdraft) at beginning of period 16.4 16.2
Effect of foreign currency exchange rate changes (1.4) (0.9)
Cash and cash equivalents (inc. bank overdraft) at end of the period 13.2 83.0
The accompanying notes 1 to 12 are an integral part of these unaudited
condensed consolidated financial statements.
Condensed consolidated statement of changes in equity
For the period ended 31 March 2026
Capital redemption reserve Currency Translation Reserve
Share Share Premium Merger Reserve Retained Earnings
Capital Total
£m £m £m £m £m £m £m
Balance at 1 October 2025 3.1 224.7 - 42.3 21.4 (85.0) 206.5
Profit for the period - - - - - 8.0 8.0
Foreign currency translation differences - - - - 2.2 - 2.2
Total comprehensive income for the period - - - - 2.2 8.0 10.2
Transactions with owners recorded directly in equity
Dividends to equity shareholders - - - - - (9.1) (9.1)
Share-based payments - - - - - 1.2 1.2
Current and deferred tax on share-based payments - - - - - (0.1) (0.1)
Shares issued - 0.1 - - - - 0.1
Purchase and cancellation of own shares (note 11) (0.3) - 0.3 - - (39.7) (39.7)
Total contributions by and distributions to owners (0.3) 0.1 0.3 - - (47.7) (47.6)
Balance at 31 March 2026 2.8 224.8 0.3 42.3 23.6 (124.7) 169.1
Currency Translation Reserve
Share Share Premium Merger Reserve Retained Earnings
Capital Total
£m £m £m £m £m £m
Balance at 1 October 2024 3.1 224.4 42.3 24.5 (89.1) 205.2
Profit for the period - - - - 16.0 16.0
Cumulative translation adjustment (note 9) - - - (7.9) - (7.9)
Foreign currency translation differences - - - 3.6 - 3.6
Total comprehensive income for the period - - - (4.3) 16.0 11.7
Transactions with owners recorded directly in equity
Dividends to equity shareholders - - - - (4.6) (4.6)
Share-based payments - - - - 0.7 0.7
Current and deferred tax on share-based payments - - - - (0.4) (0.4)
Acquisition of treasury shares - - - - (5.8) (5.8)
Total contributions by and distributions to owners - - - - (10.1) (10.1)
Balance at 31 March 2025 3.1 224.4 42.3 20.2 (83.2) 206.8
Currency Translation Reserve
Share Share Premium Merger Reserve Retained Earnings
Capital Total
£m £m £m £m £m £m
Balance at 1 October 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
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 - - - - (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 12 are an integral part of these unaudited
condensed consolidated financial statements.
Notes to the unaudited condensed interim consolidated financial statements
1 Accounting policies
Basis of preparation
NCC Group plc (the Company) is a public company incorporated in the UK, with
its registered office at XYZ Building, 2 Hardman Boulevard, Manchester, M3
3AQ. The Groups' unaudited condensed interim financial statements consolidated
those of the Company and its subsidiaries (together referred to as the Group).
The principal activity of the Group is the provision of independent advice and
services to clients through the supply of Cyber Security and Escode services.
The Groups' unaudited condensed interim consolidated financial statements for
the six months ended 31 March 2026 (H1 2026), have been prepared on the going
concern basis in accordance with IAS 34 'Interim Financial Reporting' as
adopted for use in the UK. The unaudited condensed interim consolidated
financial statements have been prepared on the historical cost basis. The
unaudited condensed interim consolidated financial statements are presented in
Pound Sterling (£m) because that is the currency of the principal economic
environment in which the Company operates. These condensed unaudited interim
financial statements were approved and authorised on 10 June 2026 and issued
on behalf of the Board on 11 June 2026, and were independently reviewed by the
Group's auditors.
The consolidated financial statements of the Group for the year ended 30
September 2026 will be prepared in accordance with International Financial
Reporting Standards (IFRSs) as adopted for use in the UK and in accordance
with international accounting standards in conformity with the requirements of
the Companies Act 2006.
As required by the Disclosure Guidance and Transparency Rules of the Financial
Conduct Authority the unaudited condensed set of interim financial statements
has been prepared applying the accounting policies and presentation that were
applied in the company's published consolidated financial statements for the
year ended 30 September 2025, which were prepared in accordance with IFRSs as
adopted for use in the UK. They do not contain all the information required
for full financial statements and should be read in conjunction with the
annual financial statements for the year ended 30 September 2025.
The financial statements of the Group for the year ended 30 September 2025 are
available from the Company's registered office, or from the website
www.nccgroup.com (http://www.nccgroup.com) .
The comparative figures for the financial year ended 30 September 2025 within
these unaudited condensed interim financial statements are not the company's
full statutory accounts for that financial period but are an extract derived
from those accounts. Those accounts have been reported on by the company's
auditor and delivered to the registrar of companies. The report of the auditor
was (i) unqualified, (ii) did not include a reference to any matters to which
the auditor drew attention by way of emphasis without qualifying their report,
and (iii) did not contain a statement under section 498 (2) or (3) of the
Companies Act 2006.
The unaudited condensed interim financial statements for the 6-month period
ended 31 March 2026 have been prepared in accordance with IAS 34 Interim
Financial Reporting. The condensed consolidated balance sheet is presented as
at 31 March 2026 (unaudited), with comparatives as at 30 September 2025
(audited) and 31 March 2025 (unaudited). The unaudited condensed consolidated
income statement and unaudited condensed consolidated statement of
comprehensive income are presented for the 6-month period ended 31 March 2026,
with comparatives for the corresponding six-month period ended 31 March 2025.
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 unaudited condensed interim 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.
These unaudited condensed interim consolidated Financial Statements have been
prepared on a going concern basis which the Directors consider to be
appropriate for the following reasons.
The Directors have prepared cash flow and covenant compliance forecasts for 12
months from the date of approval of the unaudited interim consolidated
Financial Statements which indicate that, taking account of severe but
plausible downsides on the operations of the Group and its financial
resources, the Group will have sufficient funds to meet their liabilities as
they fall due for that period.
The going concern period is required to cover a period of at least 12 months
from the date of approval of the Financial Statements and the Directors still
consider this 12-month period to be an appropriate assessment period due to
the Group's financial position and trading performance and that its borrowing
facilities do not expire until April 2029 (following the Group successfully
refinancing in April 2025). 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 anticipation of the sale of the Group's Escode business, the Group engaged
in discussions with its external banking syndicate regarding the size of the
Group's revolving credit facility ("RCF"). As a result of these discussions,
the existing multicurrency RCF was reduced from £120.0m to £60.0m on 16
December 2025.
Following the signing of a sale and purchase agreement for 100% of the Group's
Escode business, the facility was subsequently renegotiated to £80.0m on 31
March 2026, to facilitate the Group's share buyback programme which was
announced on 21 January 2026.
Following completion of the Escode transaction on 29 May 2026, the facility
was reduced to £30.0m, including the removal of the previously available
uncommitted £75.0m accordion option, and will be refinanced within six months
from completion.
As of 31 March 2026, net debt (excluding lease liabilities)(1) amounted to
£10.2m net debt which comprised cash and cash equivalents of £30.7m
(including Escode cash and cash equivalents of £21.1m), a bank overdraft of
£17.5m, and a drawn revolving credit facility of £23.4m, leaving £56.6m of
undrawn facilities.
On 1 June 2026, following receipt of £309.1m in gross cash proceeds from the
sale of the Escode business and the repayment of its external debt facilities,
the Group's net cash balance was c£230m. The Group's day-to-day working
capital requirements are met through existing cash resources, the revolving
credit facility, and receipts from continuing business activities.
The Group is required to comply with financial covenants for leverage (net
debt to Adjusted EBITDA(1)) and interest cover (Adjusted EBITDA(1) to interest
charge) that are tested bi-annually on 30 September and 31 March each year. As
of 31 March 2026, leverage(1) amounted to 0.3x and net interest cover (1)
amounted to 51.0x compared to a maximum of 3.0x and a minimum of 3.5x
respectively. The terms and ratios are specifically defined in the Group's
banking documents (in line with normal commercial practice) and are materially
consistent with the amounts disclosed in these interim Financial Statements,
except that net debt excludes IFRS 16 lease liabilities and Adjusted
EBITDA (1) . The Group was in compliance with the terms of all its
facilities during the period, including the financial covenants on 31 March
2026, 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 FY26 Board-approved budget,
together with forecasts beyond this period. In addition, management has
prepared forecasts reflecting severe but plausible downside scenarios, taking
into account the principal risks faced by the Group, including the loss of key
clients, reductions in the Group's 'TAS' business, and the impact of
under-delivery of the Group's ongoing cost optimisation plan. These forecasts,
which have been reviewed by the Directors, indicate that the Group is able to
operate within its available committed banking facilities and meet its
liabilities as they fall due over the period.
Having reviewed the current trading performance, forecasts, debt servicing
requirements, total facilities and risks, the Directors are confident that the
Group will have sufficient funds to meet its liabilities as they fall due for
a period of at least 12 months from the date of approval of these unaudited
interim consolidated Financial Statements. This period is referred to as the
going concern period. Accordingly, the Directors continue to adopt the going
concern basis of accounting in preparing the Group's interim consolidated
Financial Statements for the period ended 31 March 2026.
Following the previously announced strategic review of the Group's Cyber
business, as disclosed in the Group's 2025 Annual Report and Accounts, the
board has decided to stop the review subsequent to the period end.
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 matter.
There are no post-Balance Sheet events which the Directors believe will
negatively impact the going concern assessment.
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 unaudited interim consolidated
Balance Sheet. Cash flows relating to discontinued operations are disclosed
separately in note 10, including operating, investing and financing
activities. Further disclosures, including a breakdown of the Income Statement
components and earnings per share from discontinued operations, are also
provided in note 10.
Individually Significant Items
Individually Significant Items are identified as those items or projects that
based on their size and nature and/or incidence are assessed to warrant
separate disclosure to provide supplementary information to support the
understanding of the Group's financial performance. Where a project spans a
reporting period(s) the total project size and nature are considered in
totality. ISIs typically comprise costs/profits/losses on material
acquisitions/disposals/business exits, fundamental
reorganisation/restructuring programmes and other significant one-off events
(including material impairments). ISIs are considered to require separate
presentation in the Notes to the unaudited interim consolidated Financial
Statements in order to fairly present the financial performance of the Group.
See Note 4 for further information.
2. Critical accounting judgements and key sources of estimation uncertainty
The preparation of interim consolidated Financial Statements requires
management to exercise judgement in applying the Group's accounting policies.
Different judgements would have the potential to change the reported outcome
of an accounting transaction or Balance Sheet. It also requires the use of
estimates that affect the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates. Estimates and
underlying assumptions are reviewed on an ongoing basis, with changes
recognised in the period in which the estimates are revised and in any future
periods affected. The table below shows the area of critical accounting
judgement and estimation that the Directors consider material and that could
reasonable change significantly in the next year.
Accounting judgement? Accounting estimate?
Accounting area
Carrying value of Goodwill No Yes
2.1 Critical accounting judgements
No critical accounting judgements have been made in applying accounting
policies that have the most significant effects on the amounts recognised in
these unaudited interim consolidated Financial Statements.
2.2 Key sources of estimation uncertainty
Information about estimation uncertainties that have a significant risk of
resulting in a material adjustment to the carrying values of assets and
liabilities within the next financial year is addressed below.
While every effort is made to ensure that such estimates and assumptions are
reasonable, by their nature they are uncertain, and as such changes in
estimates and assumptions may have a material impact. Estimates and
assumptions used in the preparation of the unaudited interim consolidated
Financial Statements are continually reviewed and revised as necessary at each
reporting date.
The Directors have considered the impact of climate change on the following
estimation uncertainties. Due to the nature of climate change impacts on the
Group, no material impact has been identified.
The key sources of estimation uncertainty disclosed in the Group's
consolidated financial statements for the year ended 30 September 2025 remain
applicable for the interim period ended 31 March 2026. These primarily relate
to the carrying value of goodwill.
Carrying value of goodwill
The Group has significant goodwill balances arising from acquisitions in prior
years. The carrying value of goodwill as at 31 March 2026 was £46.3m (31
March 2025: £159.3m).
Goodwill is tested for impairment annually as at 30 September, and whenever
indicators of impairment arise. The most recent annual impairment test was
performed for the year ended 30 September 2025.
For the year ended 30 September 2025, the recoverable amount of each
cash‑generating unit (CGU) was determined using a fair value less costs to
sell ("FVLCTS") approach. The FVLCTS for each standalone CGU was calculated by
determining sustainable earnings based on Adjusted EBITDA and applying an
appropriate market multiple. The sustainable earnings calculation included key
assumptions relating to achievable forecast revenue.
The impairment assessment of goodwill remains a principal source of estimation
uncertainty. Reasonably possible changes in the assumptions used to determine
sustainable earnings, including forecast revenue and applied multiples, could
result in a material adjustment to the carrying value of goodwill within the
next financial year.
However, no impairments of goodwill, or material changes to goodwill
allocations, were recognised in the six months ended 31 March 2026. Further
information on the Group's goodwill, impairment methodology and sensitivity
analyses is provided in the Group's annual report and accounts for the year
ended 30 September 2025.
3. Segmental information
The Group is organised into the following two (2025: 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 FY25, the Group's Escode business was classified
as a discontinued operation as described in Note 10. Escode continues to meet
the definition of a discontinued operation during the 6-month period ended 31
March 2026. As the CODM continues to assess the performance of this operation,
its results are included in the segmental information presented below.
The central and head office cost centre is not considered to be a separate
operating segment nor part of any other operating segment as it does not
generate any revenues.
Continuing operations Discontinued Operations
Segmental analysis H1 2026 Cyber Security Central and Escode Total Group
£m head office Sub-total £m £m
£m £m
Revenue 118.4 - 118.4 32.9 151.3
Cost of sales (72.9) - (72.9) (8.9) (81.8)
Gross profit 45.5 - 45.5 24.0 69.5
Gross margin % 38.4% - 38.4% 72.9% 45.9%
Other administrative expenses* (33.5) (6.8) (40.3) (4.6) (44.9)
Share-based payments (0.2) (0.7) (0.9) (0.2) (1.1)
Depreciation (2.7) (1.7) (4.4) - (4.4)
Amortisation of software and development costs (0.3) (0.3) (0.6) - (0.6)
Amortisation of acquired intangibles (0.4) (0.2) (0.6) - (0.6)
Individually Significant Items (Note 4) 0.4 (4.3) (3.9) (2.1) (6.0)
Operating profit/(loss) 8.8 (14.0) (5.2) 17.1 11.9
Finance costs (1.2)
Profit before taxation 10.7
Taxation (2.7)
Profit for the period 8.0
Continuing operations Discontinued operations
Segmental analysis H1 2025 Cyber Security Central and
£m head office Sub-total Escode Total Group
£m £m £m £m
Revenue 123.5 - 123.5 33.3 156.8
Cost of sales (79.0) - (79.0) (10.0) (89.0)
Gross profit 44.5 - 44.5 23.3 67.8
Gross margin % 36.0% - 36.0% 70.0% 43.2%
Other administrative expenses* (33.2) (6.8) (40.0) (4.8) (44.8)
Share-based payments (0.3) (0.9) (1.2) (0.3) (1.5)
Depreciation (3.1) (1.4) (4.5) (0.6) (5.1)
Amortisation of software and development costs (0.4) (0.5) (0.9) (0.3) (1.2)
Amortisation of acquired intangibles (0.6) (1.5) (2.1) (2.5) (4.6)
Individually Significant Items (Note 4) (1.7) 11.1 9.4 - 9.4
Operating profit 5.2 - 5.2 14.8 20.0
Finance costs (3.4)
Profit before taxation 16.6
Taxation (0.6)
Profit for the period 16.0
* In accordance with IFRS 5, £4.0m (H1 2025: £3.4m) of head office overheads
incurred by the discontinued Escode division during the period (and prior
period) 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.
Revenue is disaggregated by primary geographical market, by category and
timing of revenue recognition as follows:
Discontinued Operations
Continuing operations
Revenue by originating country Cyber Security Cyber Escode Escode Total Total
H1 2026 Security H1 2026 H1 2025 H1 2026 H1 2025
H1 2025
£m £m £m £m £m £m
UK & APAC 73.9 65.4 14.9 14.9 88.8 80.3
North America 25.0 28.6 15.8 16.4 40.8 45.0
Europe 19.5 29.5 2.2 2.0 21.7 31.5
Total revenue 118.4 123.5 32.9 33.3 151.3 156.8
Continuing Operations Discontinued Operations
Revenue by category Cyber Security Cyber Escode Escode Total Total
H1 2026 Security H1 2026 H1 2025 H1 2026 H1 2025
H1 2025
£m £m £m £m £m £m
Services 118.3 120.7 32.9 33.3 151.2 154.0
Products 0.1 2.8 - - 0.1 2.8
Total revenue 118.4 123.5 32.9 33.3 151.3 156.8
Continuing Operations Discontinued Operations
Timing of revenue recognition Cyber Security Cyber Escode Escode Total Total
H1 2026 Security H1 2026 H1 2025 H1 2026 H1 2025
H1 2025
£m £m £m £m £m £m
Services and products transferred over time 117.8 113.6 20.9 22.0 138.7 135.6
Services and products transferred at a point in time 0.6 9.9 12.0 11.3 12.6 21.2
Total revenue 118.4 123.5 32.9 33.3 151.3 156.8
Cyber Security revenue analysed by type of service and capability:
% Constant Currency (1) %
change H1 2025 £m change at constant currency (1)
at actual rates
H1 2026 H1 2025 H1 2026
£m £m £m
Technical Assurance Services (TAS) 45.0 45.6 (1.3%) 45.0 44.9 0.2%
Consulting and Implementation (C&I) 26.1 21.9 19.2% 26.1 21.8 19.7%
Managed Services (MS) 40.0 37.7 6.1% 40.0 38.2 4.7%
Digital Forensics and Incident Response (DFIR) 6.9 6.3 9.5% 6.9 6.4 7.8%
Other services 0.4 12.0 (96.7%) 0.4 12.6 (96.8%)
Total Cyber Security 118.4 123.5 (4.1%) 118.4 123.9 (4.4%)
Escode revenues (discontinued operations) analysed by service line:
% Constant Currency (1) %
change at actual rates H1 2025 change at constant currency (1)
H1 2026 H1 2025 H1 2026 £m
£m £m £m
Escrow contracts 20.9 22.0 (5.0%) 20.9 21.2 (1.4%)
Verification services 12.0 11.3 6.2% 12.0 11.1 8.1%
Total Escode revenue 32.9 33.3 (1.2%) 32.9 32.3 1.9%
1: Revenue at constant currency is an Alternative Performance Measures (APMs)
and not an IFRS measure. See unaudited appendix 1 and the Financial Review for
an explanation of APMs and adjusting items, including a reconciliation to
statutory information.
4. Individually Significant Items
The Group separately identifies items as Individually Significant Items. Each
of these is considered by the Directors to be sufficiently unusual in terms of
nature or scale so as not to form part of the underlying performance of the
business. They are therefore separately identified and excluded from adjusted
results (as explained in unaudited appendix 1 and within the financial
review).
Reference H1 2026 H1 2025
£m £m
Fundamental reorganisation costs A 1.1 1.7
Costs associated with strategic review of Cyber business B 1.3 -
Costs associated with strategic review of Escode business C 1.5 0.2
Total ISIs (excluding profit on disposal of Fox Crypto) 3.9 1.9
Profit on disposal of Fox Crypto D - (11.3)
Total ISIs (continuing operations) 3.9 (9.4)
Transaction costs on disposal of Escode (discontinued operations) E 2.1 -
Total ISIs 6.0 (9.4)
(A) Fundamental re-organisation costs
In order to implement the next chapter of the Group's strategy to enhance
future growth, certain strategic actions are required including reshaping the
Group's global delivery and operational model. This reshaping is considered a
fundamental reorganisation and restructuring programme that will span several
reporting periods, and the total project size and nature are considered in
totality. The programme commencement was accelerated following the Group
experiencing specific market conditions that validated the rationale of the
next chapter of the Group's strategy. The programme has three planned phases
as follows:
· Phase 1 (March-April 2023) - initial reduction in global delivery
and operational headcount; c.7% reduction of the Group's global headcount.
· Phase 2 (June-September 2023) - a further reduction in global
delivery, operational and corporate functions headcount prior to opening our
offshore operations and delivery centre in Manila.
· Phase 3 (October 2023-May 2026). The Group originally intended
Phase 3 of the reorganisation to be completed by December 2025; however,
re-organisation costs continued to be incurred until May 2026 (as expected and
in line with the 2025 Annual Report and Accounts). This phase was completed
following the sale of the Escode business on 29 May 2026.
· Phase 4 (June 2026-September 2028) - Following the completion of
the Escode transaction on 29 May 2026, the Group will continue to focus on
cost reduction through improved process efficiency and the elimination of
Escode stranded costs. This forms part of the Group's ongoing transformation
journey (as announced at the capital markets event in March 2026), which is
expected to continue through to FY28.
Costs of £1.1m (H1 2025: £1.7m) and a cash outflow of £1.4m (H1 2025:
£1.6m) were incurred in relation to the implementation of this
re‑organisation. These costs comprise £1.6m (H1 2025: £1.6m) of gross
re‑organisation costs, primarily relating to severance payments, associated
taxes, and professional fees for advisory and legal services, partially offset
by a rent receivable credit of £0.5m (H1 2025: £nil) relating to a
previously closed property as part of the Group's prior property
rationalisation programme, recognised within ISIs.
It is expected that costs will continue to be incurred in the second half of
FY26. The Group will continue 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 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 30 April 2026. At 31 March
2026, no decisions had been made regarding which option will be pursued.
However, subsequent to the period end, the board decided to stop the review.
During the period, the Group has incurred professional fees of £1.3m (H1
2025: £nil) in relation to the Cyber review, primarily relating to advisory
support services. Costs of £1.3m (H1 2025: £nil) and a cash outflow of
£0.4m (H1 2025: £nil) have been incurred.
(C) 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.
During the period, the Group has incurred £1.5m (H1 2025: £0.2m) of costs
relating to the wider strategic review of its Escode business which have been
recognised within continuing operations. These predominantly relate to
internal contractor costs, which are not directly attributable to the
transaction (see note E below). 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.
(D) Profit on disposal of Fox Crypto
During the prior period 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 was recognised within ISIs in the period ended
31 March 2025, calculated as cash consideration of £65.6m, less net assets
disposed of £52.3m and transaction costs of £2.0m incurred in the prior
period.
An additional £1.5m of related transaction costs were recognised in ISIs in
the 16-month period ended 30 September 2024. After accounting for these, the
total gain on disposal amounted to £9.8m. Refer to Note 9 for further
details, including a reconciliation of the gain on disposal. As this
represented a material gain on disposal, this has been classified as a
separate line item within the unaudited condensed income statement.
(E) Transaction costs on disposal of Escode
During the period ended 31 March 2026, the Group entered into a sale and
purchase agreement to sell 100% of the ordinary shares of its Escode business
(see note 10), which subsequently completed on 29 May 2026 (see note 12).
£2.1m of incremental and directly attributable transaction costs
(predominantly relating to professional advisory and legal fees) have been
recognised during the period, and included within discontinued operations (see
note E below).
As the transaction has completed in H2 2026, further transaction costs will be
included in the year ended 30 September 2026 annual report and accounts as
part of the gain on disposal.
5. Dividends
H1 2026 H1 2025
Dividends recognised but not paid in the period (£m) 9.1 4.6
Dividends recognised in prior periods but paid in the period (£m) - 9.8
Dividends per share recognised but not paid in the period (pence) 3.15p 1.50p
Dividends per share proposed but not recognised in the period (pence) 1.50p 1.50p
The final dividend of £9.1m in respect of the year ended 30 September 2025,
amounting to 3.15p per ordinary share, was recommended by the Board on 8
December 2025 and approved by shareholders at the AGM on 3 March 2026. The
dividend was subsequently paid on 10 April 2026 and is therefore recognised as
a dividend payable within non‑trade payables at 31 March 2026.
The prior period interim dividend of 3.15p which was declared and recognised
during the 16 month period ended 30 September 2024 of £9.8m was paid on 1
October 2024.
The final dividend of £4.6m for the 16-month period ended 30 September 2024
of 1.50p per ordinary share was recommended by the Board on 5 December 2024
and was subsequently paid on 4 April 2025 and therefore included within
non-trade payables at 31 March 2025.
The Board has declared an interim dividend of 1.50p per ordinary share (H1
2025: 1.50p) for the period ended 31 March 2026. This represents a dividend
equal to that recognised in the prior period. The proposed interim dividend
was recommended by the Board on 10 June 2026 and will be paid on 9 October
2026, to shareholders on the register at the close of business on 11 September
2026. The ex-dividend date is 10 September 2026. The dividend has not been
included as a liability as at 31 March 2026. The payment of this dividend will
not have any tax consequences for the Group.
6. Taxation
The tax charge for the six months ended 31 March 2026 is £2.7m (H1 2025:
£0.6m), comprising a continuing operations tax charge of £0.1m (H1 2025: tax
credit of £2.5m) and a discontinued operations tax charge of £2.6m (H1 2025:
£3.1m). The Group's effective tax rate for the period is 25.2% (H1 2025:
3.6%). The increase in the effective tax rate from H1 2025 to H1 2026 is
primarily due to the gain on disposal of Fox Crypto in the prior period, which
was non-taxable.
7. Earnings per ordinary share (EPS)
Earnings per ordinary share are shown below:
H1 2026 H1 2025
£m £m
(Loss)/profit for the period from continuing operations (6.5) 4.4
Profit for the period from discontinued operations 14.5 11.6
Profit for the period attributable to owners of the Company 8.0 16.0
H1 2026 H1 2025
Number Number
of shares of shares
m m
Weighted average number of shares in issue 311.6 314.7
Less: Weighted Average Holdings by Group ESOT (8.1) (6.9)
Basic weighted average number of shares in issue 303.5 307.8
Dilutive effect of share options 3.6 5.1
Diluted weighted average shares in issue 307.1 312.9
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.
H1 2026 H1 2025
pence pence
Basic (loss)/earnings per ordinary share
From continuing operations attributable to the ordinary equity holders of the (2.1p) 1.4p
Company
From discontinued operations attributable to the ordinary equity holders of 4.7p 3.8p
the Company
H1 2026 H1 2025
pence pence
Diluted (loss)/earnings per ordinary share
From continuing operations attributable to the ordinary equity holders of the (2.1p) 1.4p
Company
From discontinued operations attributable to the ordinary equity holders of 4.7p 3.7p
the Company
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. Given the Group's continuing operations
reported a statutory loss for the period ended 31 March 2026, the diluted EPS
does not include the dilutive effect of share options.
8. Goodwill and intangible assets
Customer contracts and relationships
Development costs Intangibles sub-total
Goodwill Software Total
£m £m £m £m £m £m
Cost:
At 1 October 2025 147.0 17.6 3.1 76.5 97.2 244.2
Additions - 0.4 - - 0.4 0.4
Disposals - (0.2) - - (0.2) (0.2)
At 31 March 2026 147.0 17.8 3.1 76.5 97.4 244.4
Accumulated amortisation and impairment:
At 1 October 2025 (100.7) (16.1) (2.2) (75.3) (93.6) (194.3)
Charge for period - (0.3) (0.3) (0.6) (1.2) (1.2)
On disposals - 0.1 - - 0.1 0.1
Effects of movements in exchange rates - - - 0.1 0.1 0.1
At 31 March 2026 (100.7) (16.3) (2.5) (75.8) (94.6) (195.3)
Net book value:
At 30 September 2025 46.3 1.5 0.9 1.2 3.6 49.9
At 31 March 2026 46.3 1.5 0.6 0.7 2.8 49.1
Customer contracts and relationships
Development costs Intangibles sub-total
Goodwill Software Total
£m £m £m £m £m £m
Cost:
At 1 October 2024 257.2 21.8 2.3 170.0 194.1 451.3
Additions - 0.2 0.1 - 0.3 0.3
Effects of movements in exchange rates 2.8 (0.1) - 3.8 3.7 6.5
At 31 March 2025 260.0 21.9 2.4 173.8 198.1 458.1
Accumulated amortisation and impairment:
At 1 October 2024 (100.7) (16.5) (1.1) (87.3) (104.9) (205.6)
Charge for period - (0.6) (0.6) (4.6) (5.8) (5.8)
Effects of movements in exchange rates - - (0.1) (0.4) (0.5) (0.5)
At 31 March 2025 (100.7) (17.1) (1.8) (92.3) (111.2) (211.9)
Net book value:
At 30 September 2024 156.5 5.3 1.2 82.7 89.2 245.7
At 31 March 2025 159.3 4.8 0.6 81.5 86.9 246.2
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. No goodwill impairment has been
noted at 31 March 2026.
The CGUs and the allocation of goodwill to those CGUs are shown below:
Cash generating units - continuing operations
31 31 30
March March September
2026 2025 2025
£m £m £m
UK and APAC Cyber Security 44.3 44.3 44.3
North America Cyber Security - - -
Europe Cyber Security 2.0 2.2 2.0
Total Cyber Security 46.3 46.5 46.3
The Escode division, which continues to be classified as a discontinued
operation during the current period, includes the following CGUs and
associated allocated goodwill:
Cash generating units - discontinued operations 31 31 30
March March September
2026 2025 2025
£m £m £m
UK Escode 22.8 22.8 22.8
North America Escode 81.5 82.9 80.0
Europe Escode 7.4 7.1 7.4
Total Escode 111.7 112.8 110.2
9. Disposal
Prior period 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 18 of the 2024 Group Annual Report and Accounts).
During the prior period 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:
H1 2025
£m
Attributable goodwill (52.1)
Intangible fixed assets (0.1)
Tangible fixed assets (1.0)
Right-of-use-assets (0.6)
Inventories (0.5)
Trade and other receivables (6.2)
Contract assets (2.2)
Cash and cash equivalents (4.2)
Trade and other payable 2.7
Deferred income 2.8
Lease liabilities 0.6
Provisions 0.6
Cumulative currency translation adjustment 7.9
Net assets disposed of (52.3)
Total consideration 65.6
Transaction costs incurred during the 6-month period ended 31 March 2025 (2.0)
Gain on disposal - recognised as an individually significant item (note 4) 11.3
Transaction costs incurred during the 16-month period ended 30 September 2024 (1.5)
Total transaction costs (3.5)
Overall gain on disposal (note 4) 9.8
Satisfied by:
Cash and cash equivalents 65.6
Total consideration 65.6
As part of the disposal, a cumulative currency translation adjustment of
£7.9m was recycled from equity to the income statement and recognised within
the gain on disposal. The net cash inflow on disposal was £61.4m, comprising
gross consideration of £65.6m less £4.2m of cash disposed of on completion.
10. Discontinued operations and assets and liabilities held for sale
In February 2023, the Group announced the commencement of a strategic review
of its Escode business. Although this review was paused in June 2023, during
the year ended 30 September 2025 the Group resumed exploring a number of
strategic options for Escode, including a potential sale, and initiated an
active programme to locate a buyer.
As a result, as at 30 September 2025 the sale of Escode was considered highly
probable and its associated assets and liabilities were reclassified as held
for sale. As Escode represents a separate major line of business, it was also
classified and presented as a discontinued operation from that date.
During the six‑month period ended 31 March 2026, the Group entered into a
sale and purchase agreement to sell 100% of the ordinary shares of its Escode
business to Herringbone Acquisitions Limited and Herringbone Acquisitions
Inc., entities controlled by investment funds managed by TDR Capital LLP. As
the transaction had not completed as at 31 March 2026, Escode's assets and
liabilities continue to be classified as held for sale and Escode continues to
be presented as a discontinued operation. Subsequent to the period end, the
transaction completed on 29 May 2026 - see note 12 for further details.
The results and cash flows of the discontinued operation for the period ended
31 March 2026, including comparative information, are presented below.
Discontinued operations H1 2026 H1 2025
£m £m
Revenue (Note 3) 32.9 33.3
Cost of sales (8.9) (10.0)
Gross profit 24.0 23.3
Administrative expenses
Individually Significant Items (2.1) -
Depreciation and amortisation - (3.4)
Other administrative expenses (4.8) (5.1)
Total administrative expenses (6.9) (8.5)
Operating profit 17.1 14.8
Finance costs - (0.1)
Profit before taxation 17.1 14.7
Tax expense (2.6) (3.1)
Profit for the period from discontinued operations 14.5 11.6
Exchange differences on translation of discontinued operations 2.8 4.1
Total other comprehensive income from discontinued operations 17.3 15.7
Net cash inflow from operating activities 18.1 21.8
Net cash outflow from investing activities (0.1) (0.1)
Net cash outflow from financing activities (0.3) (20.6)
Net increase in cash generated by the discontinued operations 17.7 1.1
The net increase in cash generated by discontinued operations of £17.7m (H1
2025: £1.3m), together with an adverse foreign exchange movement of £0.5m
(favourable H1 2025: £0.1m), results in an increase in cash and cash
equivalents from £3.9m at 30 September 2025 (£2.0m at 30 September 2024) to
£21.1m at 31 March 2026 (£3.2m at 31 March 2025).
The following assets and liabilities were classified as held for sale in
relation to discontinued operations as at 31 March 2026 and 30 September 2025:
Audited
30
Unaudited September
31 March 2025 2025
£m £m
Assets classified as held for sale:
Goodwill 111.7 110.2
Intangible fixed assets 77.5 76.1
Tangible fixed assets 0.3 0.2
Right-of-use assets 2.1 2.0
Trade and other receivables 4.8 5.1
Cash and cash equivalents 21.1 3.9
Contract assets 0.7 0.5
Total assets classified as held for sale 218.2 198.0
Liabilities associated with assets classified as held for sale:
Lease liabilities (2.7) (3.0)
Trade and other payables (5.9) (6.2)
Provisions (0.4) (0.3)
Deferred revenue (26.2) (24.7)
Current tax liability (7.7) (5.6)
Total liabilities associated with assets classified as held for sale (42.9) (39.8)
As the prior period sale of Fox Crypto (which did not meet the definition of
discontinued operations) completed on 28 March 2026, no balances relating to
Fox Crypto were classified as held for sale in the comparable period ended 31
March 2025.
11. Share buyback
During the period ended 31 March 2026, NCC Group Plc repurchased and cancelled
25,143,446 of its ordinary shares as part of the share buy‑back programme
announced on 31 January 2026. The shares were acquired at an average price of
£1.30 per share (range £1.16 to £1.40). The total cash consideration paid
to shareholders amounted to £32.7m, with directly attributable transaction
costs of £0.3m (settled in cash by the Company), both of which have been
recognised as deductions from equity.
On cancellation, the nominal value of the shares cancelled (£0.3m) was
transferred from retained earnings to the capital redemption reserve.
Additionally at 31 March 2026, a financial liability of £6.7m has been
recognised in respect of contractually committed share purchases under the
terms of the buy‑back agreement with the Group's brokers. As these shares
had not been cancelled or cash settled by the Company at the reporting date,
no transfer to the capital redemption reserve has been recognised.
12. Post balance sheet event
Completion of the Escode disposal
On 29 May 2026, the Group completed the sale of its Escode business to TDR
Capital LLP, following the announcement on 21 January 2026 that a sale and
purchase agreement had been entered into.
The disposal completed for a gross cash consideration of £309.1m, subject to
completion accounts adjustments which are expected to be finalised in the year
ending 30 September 2026. Estimated net proceeds from the transaction were
£253m, after transaction costs and net cash disposed of.
As the transaction completed after 31 March 2026, no amounts relating to the
disposal have been recognised in these unaudited condensed interim financial
statements. The gain on disposal will be disclosed in the Group's financial
statements for the year ending 30 September 2026.
Following completion of the transaction on 29 May 2026, the Group's revolving
credit facility has been reduced from £80.0m to £30.0m, alongside the
removal of the previously available uncommitted £75.0m accordion option. The
facility will then be refinanced within the six-month period following
completion.
Completion of the Company's share buyback
Subsequent to the reporting date, the Group completed the repurchase and
cancellation of 5,856,554 shares for cash consideration of £7.0m (including
directly attributable transaction costs of £0.1m), in settlement of the
obligation recognised at 31 March 2026 (see Note 11).
The share buyback programme was completed on 17 April 2026, with a total of
31,000,000 shares repurchased and cancelled.
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 Profit for the period Profit for the period before Individually Significant Items and associated tax Represents loss for the period before Individually Significant Items and their
effects. associated tax effect.
This measure is to allow the user to calculate the Group's adjusted earnings
per share.
Adjusted earnings Operating profit or loss Operating profit or loss, before adjusting item, depreciation and Represents operating profit before adjusting item, depreciation and
before interest, tax, depreciation and amortisation (Adjusted EBITDA) amortisation. amortisation to assist in the understanding of the Group's performance.
Adjusted EBITDA is disclosed as this is a measure widely used by various
stakeholders and used by the Group to measure the cash conversion ratio.
Adjusted Statutory basic EPS Statutory basic EPS before Individually Significant Items and the tax effect Represents basic EPS before Individually Significant Items and their
basic EPS thereon associated tax effect.
This measure is to allow the user to understand the Group's underlying
financial performance as measured by management, reported to the Board and
used as a financial measure in senior management's compensation schemes.
Balance Sheet measures:
APM Closest equivalent IFRS measure Adjustments to reconcile to IFRS measure Definition, purpose and considerations
made by the Directors
Net debt excluding lease Total borrowings (excluding lease liabilities) offset by cash and cash Represents total borrowings (excluding lease liabilities) offset by cash and
liabilities equivalents cash equivalents. It is a useful measure of the progress in generating cash,
strengthening of the Group Balance Sheet position, overall net indebtedness
and gearing on a like-for-like basis.
Net debt, when compared to available borrowing facilities, also gives an
indication of available financial resources to fund potential future business
investment decisions and/or potential acquisitions.
Net debt Total borrowings (including lease liabilities) offset by cash and cash Represents total borrowings (including lease liabilities) offset by cash and
equivalents cash equivalents. It is a useful measure of the progress in generating cash,
strengthening of the Group Balance Sheet position, overall net indebtedness
and gearing including lease liabilities.
Net debt, when compared to available borrowing facilities, also gives an
indication of available financial resources to fund potential future business
investment decisions and/or potential acquisitions.
Cash flow measures:
APM Closest equivalent IFRS measure Adjustments to reconcile to IFRS measure Definition, purpose and considerations
made by the Directors
Cash conversion ratio Ratio % of net cash flow from operating activities before interest and tax Ratio % of net cash flow from operating activities before interest and tax The cash conversion ratio is a measure of how effectively operating profit is
divided by operating profit divided by Adjusted EBITDA converted into cash and effectively highlights both non-cash accounting items
within operating profit and also movements in working capital.
It is calculated as net cash flow from operating activities before interest
and taxation (as disclosed on the face of the Cash Flow Statement) divided by
adjusted EBITDA for continued and discontinued activities.
The cash conversion ratio is a measure widely used by various stakeholders and
hence is disclosed to show the quality of cash generation and also to allow
comparison to other similar companies.
Please see Financial Review for full reconciliations.
Independent review report to NCC Group plc
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed NCC Group plc's condensed consolidated interim financial
statements (the "interim financial statements") in the Unaudited interim
results of NCC Group plc for the 6 month period ended 31 March 2026 (the
"period").
Based on our review, nothing has come to our attention that causes us to
believe that the interim financial statements are not prepared, in all
material respects, in accordance with UK adopted International Accounting
Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial Conduct
Authority.
The interim financial statements comprise:
● the Condensed consolidated balance sheet as at 31 March 2026;
● the Condensed consolidated income statement for the period then
ended;
● the Condensed consolidated statement of comprehensive income for the
period then ended;
● the Condensed consolidated cash flow statement for the period then
ended;
● the Condensed consolidated statement of changes in equity for the
period then ended; and
● the explanatory notes to the interim financial statements.
The interim financial statements included in the Unaudited interim results of
NCC Group plc have been prepared in accordance with UK adopted International
Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
Basis for conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410, 'Review of Interim Financial Information Performed by
the Independent Auditor of the Entity' issued by the Financial Reporting
Council for use in the United Kingdom ("ISRE (UK) 2410"). A review of interim
financial information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures.
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and, consequently, does not
enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express
an audit opinion.
We have read the other information contained in the Unaudited interim results
and considered whether it contains any apparent misstatements or material
inconsistencies with the information in the interim financial statements.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on the review
procedures performed in accordance with ISRE (UK) 2410. However, future events
or conditions may cause the group to cease to continue as a going concern.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The Unaudited interim results, including the interim financial statements, is
the responsibility of, and has been approved by the directors. The directors
are responsible for preparing the Unaudited interim results in accordance with
the Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority. In preparing the Unaudited interim
results, including the interim financial statements, the directors are
responsible for assessing the group's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to
liquidate the group or to cease operations, or have no realistic alternative
but to do so.
Our responsibility is to express a conclusion on the interim financial
statements in the Unaudited interim results based on our review. Our
conclusion, including our Conclusions relating to going concern, is based on
procedures that are less extensive than audit procedures, as described in the
Basis for conclusion paragraph of this report.
Use of this report
This report, including the conclusion, has been prepared for and only for the
company for the purpose of complying with the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial Conduct
Authority and for no other purpose. We do not, in giving this conclusion,
accept or assume responsibility for any other purpose or to any other person
to whom this report is shown or into whose hands it may come save where
expressly agreed by our prior consent in writing.
PricewaterhouseCoopers LLP
Chartered Accountants
Manchester
10 June 2026
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