Strategy and Trading Update Year End 30/09/2025

Adjusted EBITDA1 expected to be in line with the Board's expectations, net cash ahead

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

Trading update

The Board expects Group revenue on a constant currency basis (excluding non-core disposals2) to have declined by c.2.5% to c.£294m with Escode experiencing growth of c.2% to c.£66.5m offset by a Cyber Security decline of c.4% to c.£227m.

Revenue performance in H2 on a constant currency basis (excluding non-core disposals2) for both Escode and Cyber Security has steadily improved from the position at H1 2025, with Escode H2 2025 HoH growth of c.2.5% compared to H1 2025 HoH growth of 1.8%, and Cyber Security H2 2025 HoH decline of c.1.5% compared to H1 2025 6.3% HoH decline.

Gross margins (excluding non-core disposals2) are expected to be c.44.5% (2024: 43.9%, H1 2025: 43.2%) as the Group maintained operational discipline, with Escode Gross margin at c.71% (2024: 68.8%, H1 2025: 70.0%) and Cyber Security Gross margin at c.36.5% (2024: 37.0%, H1 2025: 35.0%).

The Board is pleased with the Group's overall profitability for the year, with Adjusted EBITDA1 expected to be c.£43.5m, in line with the Board's expectations.

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

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

Strategy update

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

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

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

The UK Panel on Takeover and Mergers has confirmed that the foregoing statement in relation to FY25 Adjusted EBITDA1 (the "Profit Estimate") constitutes an ordinary course profit forecast for the purposes of Note 2(b) to Rule 28.1 of the City Code on Takeovers and Mergers (the "Takeover Code"), to which the requirements of Rule 28.1(c)(i) of the Takeover Code apply. The additional disclosures required by the Takeover Code are set out in the Appendix to this announcement.

Footnotes:

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

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

APPENDIX: RULE 28 OF THE TAKEOVER CODE

Directors' confirmation

Basis of preparation

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