Notes to the Financial Statements continued for the year ended 30 September 2025
24 Share-based payments The Company has a number of share option schemes under which options to subscribe for the Company’s shares have been granted to Directors and colleagues, details of which are illustrated in the tables below. Expected term of options represents the period over which the fair value calculations are based. The share-based payment charge for the year was £2.1m (2024: £2.3m), of which £2.1m (2024: £2.3m) related to equity settled payments and £nil (2024: £nil) to cash settled payments. Company Share Option (CSOP) scheme – equity settled Under the CSOP scheme, options will vest if the average EPS growth for the three years following their grant is greater than 10% per annum. Options granted in September 2019 do not have any performance criteria.
2025 Number outstanding
Expected term of options
Exercisable between
Exercise price £2.20 £1.79
Date of grant
—
August 2018
7 years 7 years
August 2021–August 2028
106,136
September 2019
September 2022–September 2029
Sharesave schemes – equity settled The Company operates Sharesave schemes, which are available to all colleagues based in the UK, the Netherlands, Denmark, the Philippines, Spain and Australia, and full-time Executive Directors of the Group and its subsidiaries who have worked for a qualifying period.
2025 Number outstanding
Expected term of options
Exercisable between
Exercise price £2.15 £2.15 £1.52 £1.52 £1.26 £1.26 £0.99 £0.99
Date of grant
— —
May 2021 May 2021 May 2022 May 2022 May 2023 May 2023 May 2024 May 2024 July 2025 July 2025
3 years 3 years 3 years 3 years 3 years 3 years 3 years 3 years 3 years 3 years
May 2024–October 2024 May 2024–October 2024 May 2025–October 2025 May 2025–October 2025 June 2026–November 2026 June 2026–November 2026 June 2027–November 2027 June 2027–November 2027 August 2028–January 2029 August 2028–January 2029
98,445 227,288 99,093 273,269 264,400 1,306,128
168,854 623,723
£1.14 £1.14
Colleague stock (ESPP) purchase plan – equity settled The Company operates a stock purchase plan, which is available to all North American-based colleagues who have worked for a qualifying period. All options are to be settled by equity. Under the scheme the following options have been granted and are outstanding at the year end.
2025 Number outstanding
Expected term of options
Exercise price
Date of grant
Exercisable in
—
May 2024 July 2025
1 year 1 year
May 2025 July 2026
£1.09 £1.23
61,478
Incentive Stock Option (ISO) scheme – equity settled Under the ISO scheme, options granted will be subject to performance criteria. Options will vest if the average EPS growth for the three years following their grant is greater than 10% per annum. Options granted in September 2019 do not have any performance criteria.
2025 Number outstanding
Expected term of options
Exercisable between
Exercise price
Date of grant
16,482
September 2019
7 years
September 2022–September 2029
£1.82
Long Term Incentive Plan (LTIP) schemes – equity settled Options granted between November 2017 and May 2021 have three separate vesting conditions as set out below:
• 60% will vest based on achieving an average increase in Group EPS of 20% or more over a three year period. If growth is equal to an average of 9% (threshold), then 12% of the award will vest. If, however, growth is less than 9%, none of the award element will vest. Between these two points, vesting is determined on a straight-line basis. • 30% will vest based on achieving a cash conversion ratio 1 expressed as a percentage over the measurement period of greater than 70% per annum on average. If cash conversion 1 is greater than or equal to 80% per annum, then 100% of the award element will vest. If, however, cash conversion is less than 70% per annum, none of the award element will vest. Between these two points, vesting is determined on a straight-line basis. • 10% will vest based on the Group’s total shareholder return (TSR) ranking when measured against the FTSE 250 (excluding investment trusts). If the Group’s TSR is consistent with the median group, 20% of the award will vest; below this level, none of the award element will vest. If the TSR is within the upper quartile or above, 100% of the award element will vest; between the median and upper quartile, vesting is determined on a straight-line basis.
NCC Group plc — Annual report and accounts for the year ended 30 September 2025 148
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