Audit Committee report
In April 2025, the role of the Director of Global Governance was extended to include Procurement and Estates. As a result, to ensure independence from operational functions, the role of Chief Audit Executive (CAE) transferred to the Head of Risk and Assurance. Attendance during the year of individual Audit Committee members is shown in the table on page 65. Significant accounting areas and areas of significant management judgement or estimation uncertainty The table below summarises the significant accounting issues, judgements and estimates considered by the Committee during the year in relation to the Financial Statements. These are categorised as either recurring items the Committee regularly reviews or current year focus areas. The table also indicates the level of judgement or estimation applied to each item. Items with a “low” judgement level typically have extensive independent third party evidence, while those requiring “high” judgement rely more on management estimates and historical trends than third party evidence.
Lynn Fordham Chair, Audit Committee
I am pleased to present the Audit Committee Report for the year ended 30 September 2025 to explain how we have discharged our responsibilities with an overview of our principal activities and their outcomes.
Accounting judgement?
Estimation required?
Review items
Goodwill carrying value
N/A
High
Discontinued operations and held-for-sale classification
Committee membership, attendees’ access and objectives
Low
N/A
I have been Chair of the Audit Committee since 1 September 2022 and I am a Chartered Accountant with diverse sector experience across listed companies, private equity and financial services in several disciplines including risk management, internal control and financial reporting. I am also currently Chair of NewRiver REIT plc and Pollen Street Group and Non-Executive Director of Enfinium Group. From 17 September 2025, I became a Special Adviser to the Board of Domino’s Pizza Group, having stepped down from the Board as the Senior Independent Director at the same date. The Board therefore considers that I have the recent and relevant financial experience required by the Code. Mike Ettling, Julie Chakraverty and I all served on the Committee throughout the period. All members of the Committee are considered to be independent, and the Committee as a whole continues to have competence in the technology sector. Summary biographies of each member of the Committee are included on pages 62 and 63. The purpose of the Audit Committee is to provide oversight of an organisation’s financial reporting, internal controls and compliance with laws and regulations, ensuring transparency and accountability in financial operations on behalf of the Board. The Committee also provides a forum for reporting by the external auditor. Cyber risk and controls are considered by the Cyber Security Committee. A full copy of the Committee’s terms of reference can be found in the Investor Relations section of the Group’s website. Meeting frequency and attendance The terms of reference for the Committee require at least three meetings per year. During this financial year, the Committee met four times. As well as the members of the Committee, standing invitations are given to the Company Chair, the other Independent Non-Executive Directors, the Chief Executive Officer, the Chief Financial Officer, the SVP, Group Finance and the SVP, Global Governance, Procurement and Estates, with other attendees also attending by invitation. The external auditor also attends each meeting. During the year, the Committee held meetings with the external auditor and the SVP, Global Governance, Procurement and Estates and the Head of Risk and Assurance without the Executive Directors and management being present.
Significant issues considered during the year in relation to the Financial Statements During the year, the Committee reviewed and considered the following areas in respect of financial reporting and the preparation of the interim and annual Financial Statements: • The appropriateness of the accounting policies used • Compliance with external and internal financial reporting standards and policies • Significant areas of management judgement or estimation • Assumptions and models used to determine fair value of all key business units for the Group’s annual impairment review • Assessed the quality of earnings by reviewing one-off, out of period or non-trading items arising over the year • Continued focus on the adherence to the Individually Significant Items (ISIs) accounting policy and presentation of ISIs • Accounting for the disposal of non-core operations (Fox Crypto) during the year • Accounting for the Group’s Escode business as discontinued operations and asset held for sale • Disclosure and presentation of GAAP and Alternative Performance Measures (APMs) • The effectiveness and changes to the financial control environment • Whether the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary to assess the Group’s financial position, performance, business model and strategy • Revenue recognition on material contracts to the Group • Going Concern and Viability Statement considering the potential implications of the Group’s Escode Business as Discontinued operations and Held-for-Sale Classification and the ongoing Strategic Review of the Cyber Business In carrying out this review the Committee challenged the significant estimates and judgements made by the Group’s finance team and considered the external auditor’s reports setting out its views on the accounting treatments and judgements included in the Financial Statements.
NCC Group plc — Annual report and accounts for the year ended 30 September 2025 71
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