NCC Group has agreed to sell its Escode software resilience business to TDR Capital LLP for a total enterprise value of £275 million.
This means that the firm will become a pure-play global cyber security and resilience company.
The Manchester-headquartered group has entered into a sale and purchase agreement with entities controlled by London-based TDR, with completion expected no earlier than 30th April 2026, subject to customary conditions and regulatory approvals.
Escode is the global leader in software escrow and verification services, providing operational resilience and business continuity protection for third-party, business-critical software and data.
The business delivered FY25 revenue of £66.5m and adjusted EBITDA of £30.9m, with gross margins of 71.4%.
It has achieved 13 consecutive quarters of year-on-year revenue growth on a constant currency basis.
NCC said the sale supports its strategy to simplify the group and focus on creating a cyber security resilience proposition with multiple growth drivers, including the expanding threat landscape, growing digital adoption and a shortage of specialist skills.
The board said it intends to return a significant proportion of the net proceeds to shareholders, consulting with investors before confirming the size and structure of any capital return.
The business also confirmed that a previously announced share buyback programme will commence imminently, using existing shareholder authority to repurchase up to 10% of the company’s issued share capital.
“The board believes this agreement represents an excellent outcome for shareholders and will allow us to make a significant return of capital to shareholders while allowing management to focus on the further development of the value inherent in our cyber security and resilience business,” said Chris Stone, chair of NCC.
“Escode is a great business and as announced on 11th December 2025 in our full year results to 30th September, it has consistently delivered profitable growth – 13 consecutive quarters of revenue growth on a constant currency basis.
“I want to thank the Escode management team and colleagues who have driven that success.
“Under the new stewardship of TDR, which has a strong track record of building category-leading business services companies, Escode will be well positioned to accelerate growth and continue to strengthen its leadership in the software escrow and verification market.”
Mike Maddison, CEO of NCC (pictured), added: “The sale of Escode completes the divestment of our non‑core activities and allows NCC to focus fully on accelerating growth in our core cyber security resilience business.
“Over the past year, we have transformed the business and strengthened our strategic sales capability, introduced technology‑led, recurring‑revenue services, and invested in consulting and implementation capabilities that are delivering value.
“Supported by stronger global account management and a unified sales operations function, we are well positioned to deepen client relationships, grow recurring revenue, and advance our cyber‑focused strategy with clarity and momentum.
“I echo Chris’ thanks to the entire Escode team for their consistency and dedication in driving the business to where it is today.
“We’ll work to ensure a smooth transition for colleagues and customers as we work towards completion.”
The disposal was in the wings, with the company mentioning in its December results that it was running a formal review of options for Escode, including a potential sale.
It follows two other non-core exits for NCC – Fox-IT DetACT and Fox-IT Crypto – which completed in April 2024 and March 2025 respectively.
The FTSE 250 company said the combined expected enterprise value from the three disposals totals around £349m, representing a combined adjusted EBITDA multiple of approximately 9.8x.
The business also added that its retained cyber business has maintained momentum from the fourth quarter of FY25, delivering a second consecutive quarter of revenue growth.
FY26 adjusted EBITDA is expected to be in line with board expectations as it continues to improve operational discipline and “transform the cyber engine”.