Notes to the Financial Statements continued for the year ended 30 September 2025
25 Called up share capital and reserves
2025 Number of shares
2024 Number of shares
2025 £m
2024 £m
Allotted, called up and fully paid
314,524,630
3.1
Ordinary shares of 1p each at the beginning of the year/period Ordinary shares of 1p each issued in the year/period
312,128,892
3.1
481,449
—
2,395,738
—
315,006,079
3.1
Ordinary shares of 1p each at the end of the year/period
314,524,630
3.1
During the year, 481,449 (2024: 2,395,738) new ordinary shares of 1p were issued as a result of the exercise of share options. The proceeds of £0.3m (2024: £0.3m) were credited to the share premium account. As at 30 September 2025, 8,485,195 shares were held in treasury (2024: 5,158,090). Share premium The share premium account records the difference between the nominal amount of shares issued and the fair value of the consideration received. The share premium account may be used for certain purposes specified by UK law, including to write off expenses incurred on any issue of shares and to pay fully paid bonus shares. The share premium account is not distributable but may be reduced by special resolution of the Company’s ordinary shareholders and with court approval. Merger reserve The merger reserve arose in 2015 from the acquisition of Accumuli plc through a share-for-share exchange in part consideration for the business. Currency translation reserve The results of overseas operations are translated at the average foreign exchange rates for the year, and their balance sheets are translated at the rates prevailing at the Balance Sheet date. Exchange differences arising on the translation of opening net assets and results of overseas operations are recognised in the currency translation reserve. All other exchange differences are included in the Income Statement. On disposal of a foreign operation, the cumulative amount of exchange differences previously recognised in other comprehensive income and accumulated in equity is reclassified to the Income Statement. See Note 31 for further details. Retained earnings
Retained earnings for the Group are made up of accumulated reserves. For the Company, retained earnings are made up of accumulated reserves.
26 Other financial commitments At the end of the reporting year, the Group had no other financial commitments (2024: £nil).
27 Contingencies There are no contingent liabilities not provided for at the end of the financial year (2024: £nil). Similarly, there are no contingent assets (2024: £nil). The Company and its subsidiaries are party to cross guarantees securing certain bank loans. At 30 September 2025, there was no material impact that could arise for the Company from these cross guarantees. 28 Pension scheme The Group operates a defined contribution pension scheme that is open to all eligible colleagues. The pension cost charge for the year represents contributions payable by the Group to the fund and amounted to £7.4m (2024: £8.0m). For the Company, the pension cost charge for the year represents contributions payable by the Company to the fund and amounted to £nil (2024: £nil).
29 Related party transactions Management has defined related party transactions as those involving key management personnel only.
Key management personnel have been assessed to be the Group’s Board of Directors. During the year ended 30 September 2025 there were seven (2024: nine) key management personnel. Disclosures relating to remuneration of Directors are set out in the Remuneration Report on pages 81 to 93. The remuneration of the key management personnel is set out below:
Group 2025 £m
Company 2025 £m
Group 2024 £m
Company 2024 £m
2.2 0.3
— — —
Salary costs (including bonus)
2.7 0.4 0.3
— — —
Social security costs Share-based payments
—
Total
2.5
—
3.4
—
There were no other related party transactions identified during the year. The amount of gains made by Directors on the exercise of share options is disclosed in the Remuneration Report on page 87.
NCC Group plc — Annual report and accounts for the year ended 30 September 2025 152
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