NCC Group reports adjusted EBITDA growth as cyber focus advances

NCC Group plc (LON:NCC) has reported its unaudited interim results for the six-months to 31 March 2026.

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.

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.

·     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

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.

A recording of the webcast will be made available on NCC’s Plc website (https://www.nccgroupplc.com/) as soon as possible following the presentation.

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.