FY26 H1 Trading update

The information contained within this announcement is deemed by the Company Group to constitute inside information as stipulated by the Market Abuse Regulation (EU) No.596/2014, as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain.

30 April 2026

NCC Group plc

FY26 H1 Trading update

H1 Trading in line with the Board's expectations

NCC Group plc (LSE: 'NCC', 'NCC Group' or 'the Group') provides the following update on the H1 unaudited trading for the six month period ended 31 March 2026.

FY26 H1 Trading update (unaudited)

·    The Board expects Group revenue on a constant currency basis¹ to have increased by c. 5.0% compared to H1 2025 to c.£151.3m

o Cyber revenue increased by c.5.9% to c.£118.4m

o Escode revenue increased by c.1.9% c.£32.9m

·    Group gross margins (excluding non-core disposals) are expected to have increased by c.2.7% pts to c.45.9%, with Cyber gross margins¹ increasing by c.3.2% pts to c.38.4% and Escode gross margins increasing by c.2.9% pts to 72.9%.

·    Group adjusted EBITDA¹ is expected to have increased by c.27.7% to c.£23.5m, with Group and divisional adjusted EBITDA all in line with the Board's expectations

o Cyber² adjusted EBITDA increased by c.130.6% to c.£8.3m

o Escode adjusted EBITDA increased by c.2.7% to c.£15.2m

·    Net debt³ is expected to be c.£10.2m as at 31 March 2026, ahead of completion of the sale of our Escode business.

·    On 17 April 2026, the Company completed the share buyback programme that was announced on 21 January 2026 returning approximately £40m, of which c.£33m was paid by 31 March 2026.

·    The sale of our Escode business, announced on 21 January 2026, remains on track to complete shortly, pending receipt of the remaining regulatory approvals. Net proceeds (pre-transaction costs) to be received by the Group, after deduction of any completion adjustment items, is expected to be £262.4m. 

·    FY26 Group Adjusted EBITDA¹ is expected to be in line with the Board's expectations and the Board remains confident in delivering the Group's medium-term financial goals as it continues to improve operational discipline and transform the Cyber business.

·    The Group will publish its unaudited interim results for the six month period ended 31 March 2026 on 11 June 2026.

¹ Excluding non-core disposals and for EBITDA after share based payments

² Including Central and Head Office costs of c.£3.5m (H1 2025: £4.3m).

³ Including c.£21m of Escode cash balances.

Cyber security review

On 13 March 2026, the Group hosted a Capital Markets Event at its headquarters in Manchester focused on the Cyber Security business with a recording and presentation materials available at: www.nccgroup.com/investors/

The previously disclosed review of the Cyber business remains ongoing. As the Cyber review includes the possibility of a potential sale of the entire issued and to be issued share capital of the Company, NCC remains in an offer period under the Takeover Code. There can be no certainty that the review will result in any transaction, nor as to the terms or timing of any such transaction.

The person responsible for the release of this announcement is Guy Ellis, Chief Financial Officer of NCC Group plc.

About NCC

NCC Group is a people-powered, tech-enabled global cyber security and software escrow business. Driven by a collective purpose to create a more secure digital future, c. 2,000 colleagues across Europe, North America, and Asia Pacific harness their collective insight, intelligence, and innovation to deliver cyber resilience solutions for both public and private sector clients globally. With decades of experience and a rich heritage, NCC Group is committed to developing sustainable solutions that continue to meet client's current and future cyber security challenges.

RULE 28 OF THE TAKEOVER CODE

Profit Estimate

The UK Panel on Takeovers and Mergers has confirmed that the foregoing statements in relation to the Group adjusted EBITDA, Cyber Security EBTIDA and Escode EBITDA (the 'Profit Estimates') constitute ordinary course profit forecasts for the purposes of Note 2(b) to Rule 28.1 of the Takeover Code, to which the requirements of Rule 28.1(c)(i) of the Takeover Code apply.

Directors' confirmation

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

Basis of preparation

The Profit Estimates are based on the Group's current internal unaudited consolidated accounts for the six month period ended 31 March 2026. The Profit Estimates are not based on any assumptions. The basis of the accounting policies used in the Profit Estimates are consistent with the existing accounting policies of the Group, which uses 'Alternative Performance Measures' or other non-International Financial Reporting Standards measures and then reconciles such measures to International Financial Reporting Standards as approved by the International Accounting Standards Board and adopted by the European Union.

Profit Forecast

This announcement also includes the following statement:

FY26 Group Adjusted EBITDA is expected to be in line with the Board expectations and the Board remains confident in delivering the Group's medium-term financial goals as it continues to improve operational discipline and transform the cyber engine (the "FY26 NCC Profit Forecast").

Directors' confirmation

The directors confirm that, as at the date of the Announcement, the FY26 NCC Profit Forecast remains valid and that it has been properly compiled on the basis of the assumptions set out below and that the basis of accounting used is consistent with NCC's accounting policies which are in accordance with UK-adopted International Accounting Standards and those that NCC applied in preparing its financial statements for the 12 months ended 30 September 2025.

Basis of preparation and principal assumptions

The FY26 NCC Profit Forecast is based upon internal NCC forecasts.

In confirming the FY26 NCC Profit Forecast, the NCC Board of Directors have made the following assumptions in respect of the forecast period to 30 September 2026:

Factors outside the influence or control of the NCC Board of Directors:

1.   No material change in the political, economic and/or market environment that would materially affect NCC;

2.   No material changes in market conditions over the period to 30 September 2026 in relation to either customer demand or competitive environment;

3.   No significant one-off events or litigation that would have a material impact on the operating results or financial position of NCC;

4.   No material adverse change to NCC's commercial relationships;

5.   No material changes to inflation, interest or tax rates in NCC's principal markets compared with NCC's budgeted estimates;

6.   No material changes to foreign exchange rates that will have a significant impact on NCC's revenue or cost base;

7.   No material adverse events which will have a significant impact on the operating results or financial position of NCC;

8.   No material adverse outcome from any ongoing or future disputes with any customer, competitor, regulator or tax authority; and

9.   No change in legislation, taxation, regulatory requirements, applicable standards or the position of any regulatory bodies that would have a material impact on NCC's operations or accounting policies.

Factors within the influence or control of the NCC Board of Directors:

1.   No additional significant acquisitions, disposals, developments, partnership or joint venture agreements being entered into by NCC which would have materially dilutive effect on NCC's earnings;

2.   No material change in dividend or capital policies of NCC;

3.   No material changes to the senior leadership team of NCC that are not already announced;

4.   No material change in NCC's strategy; and

5.   NCC's accounting policies will be consistently applied in the period to 30 September 2026.