Independent auditors’ report to the members of NCC Group plc
Report on the audit of the financial statements Opinion In our opinion:
Our audit approach Overview Audit scope
• The group is organised into 52 management reporting units. The group financial statements are a consolidation of these reporting units and its centralised consolidation adjustments. • Of the 52 reporting units, we identified one reporting unit which, in our view, required an audit of its complete financial information. We also identified further seven management reporting units that required specific audit procedures to be performed over selected financial statement line items. We also performed audit procedures over the consolidation adjustments. • The entities where we conducted audit work, together with audit work performed at the consolidated level, accounted for approximately 87% (2024: 91%) of the group’s total revenue. • For the remaining 44 management reporting units which were not subject to further audit procedures, we performed analytical procedures over 10 of these reporting units to respond to any potential risks of material misstatement in the group financial statements. The remaining 34 reporting units were considered to be inconsequential for the group’s financial statements. • Included within above are the management reporting units relating to the group’s Escode business, which has been reclassified as held for sale and presented as a discontinued operation. Our audit scope included performing specific audit procedures relating to the presentation of the Escode business, including Escode specific consolidation adjustments. Key audit matters • Recoverability of goodwill in UK and APAC Cyber Security cash generating unit (group) • Recoverability of Investments in subsidiary undertakings (parent) Materiality • Overall group materiality: £3,000,000 (2024: 3,200,000) based on 1% of total revenue (including discontinued operations). • Overall company materiality: £3,200,000 (2024: £3,400,000) based on 1% of total assets. • Performance materiality: £2,250,000 (2024: 2,400,000) (group) and 2,400,0000 (2024: 2,500,000) (company). The scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. Key audit matters Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit. Recoverability of goodwill in UK and APAC Cyber Security cash generating unit is a new key audit matter this year. Recoverability of goodwill in North America Cyber Security cash generating unit, which was a key audit matter last year, is no longer included because of the goodwill relating to the cash generating unit was fully impaired in the previous year. Otherwise, the key audit matters below are consistent with last year.
• NCC Group plc’s group financial statements and company financial statements (the “financial statements”) give a true and fair view of the state of the group’s and of the company’s affairs as at 30 September 2025 and of the group’s profit and the group’s cash flows for the year then ended; • the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance with the provisions of the Companies Act 2006; • the company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements, included within the Annual report and accounts (the “Annual Report”), which comprise: the Consolidated and Company balance sheets as at 30 September 2025; the Consolidated income statement, the Consolidated statement of comprehensive income, the Consolidated cash flow statement and the Consolidated and Company statements of changes in equity for the year then ended; and the notes to the financial statements, comprising material accounting policy information and other explanatory information. Our opinion is consistent with our reporting to the Audit Committee. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided. Other than those disclosed in Audit Committee report, we have provided no non-audit services to the company or its controlled undertakings in the period under audit.
NCC Group plc — Annual report and accounts for the year ended 30 September 2025 99
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