Directors’ report
up to £75m. The uncommitted accordion option has not been included in the Group’s going concern assessment as it remains subject to lender approval and is therefore not guaranteed at the date of approval of these Financial Statements. As of 30 September 2025, net cash (excluding lease liabilities) was £13.1m, comprising cash and cash equivalents of £16.4 m, a bank overdraft of £nil, and a drawn revolving credit facility of £5.2m (excluding £1.9 m of unamortised borrowing fees). The Group also had £114.8 m of undrawn committed facilities, excluding an uncommitted accordion facility of £50.0 m. The Group’s day-to-day working capital requirements are met through existing cash resources, the revolving credit facility and receipts from its continuing business activities. The Group is required to comply with financial covenants for leverage (net debt to Adjusted EBITDA) 1 and interest cover (Adjusted EBITDA 1 to interest charge) that are tested biannually on 31 March and 30 September each year. As of 30 September 2025, leverage amounted to 0.0x and net interest cover amounted to 8.1x compared to a maximum of 3.0x and a minimum of 3.5x respectively. The terms and ratios are specifically defined in the Group’s banking documents (in line with normal commercial practice) and are materially similar to amounts noted in these Financial Statements with the exceptions being net debt which excludes IFRS 16 lease liabilities and Adjusted EBITDA 1 . The Group was in compliance with the terms of all its facilities during the year, including the financial covenants on 30 September 2025, and, based on forecasts, expects to remain in compliance over the going concern period. In addition, the Group has not sought or is not planning to seek any waivers to its financial covenants noted above. Management has performed base case modelling derived from the FY26 Board-approved budget and forecasts beyond this budgeted period, reflecting scenarios both with and without the potential disposal of its Escode business (incorporating any associated impact on the Group’s banking facilities and expected net cash position). In addition, management has prepared forecasts reflecting severe but plausible downside scenarios, considering the principal risks faced by the Group, such as the loss of key customers and further reductions in the Group’s Technical Assurance Services (‘TAS’) Cyber business. These forecasts, including all scenarios modelled, have been reviewed by the Directors, support their expectation that the Group will operate within its available committed banking facilities and meet its liabilities as they fall due throughout the assessment period. The assumptions underpinning these forecasts (and severe yet plausible downside scenarios) are set out in more detail in the Viability Statement on pages 38 and 39. Having reviewed the current trading performance, forecasts, debt servicing requirements, total facilities and risks, the Directors are confident that the Group will have sufficient funds to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of Financial Statements. This period is referred to as the going concern period. Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing the Group’s Financial Statements for the year ended 30 September 2025.
The Directors present their report and the audited Group and Company Financial Statements of NCC Group plc (the “Company”) and its subsidiaries (together, the “Group”) for the financial year ended 30 September 2025. Principal activities The Company is a public limited company incorporated in England, registered number 4627044, with its registered office at XYZ Building, 2 Hardman Boulevard, Spinningfields, Manchester M3 3AQ. The principal activity of the Group is the provision of independent advice and services to customers through the provision of software resilience and Cyber Security services. The principal activity of the Company is that of a holding company. Going concern At the time of approving the Financial Statements, the Board of Directors is required to formally assess that the business has adequate resources to continue in operational existence and as such can continue to adopt the “going concern” basis of accounting. To support this assessment, the Board is required to consider the Group’s current financial position, its strategy, the market outlook, and its principal risks. The Group’s business activities, together with the factors likely to affect its future development, performance and position, are set out in the Business Review and Financial Review. The Group’s financial position, cash and borrowing facilities are also described within these sections. The Financial Statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons. The Directors have prepared cash flow and covenant compliance forecasts for 12 months from the date of approval of the Financial Statements which indicate that, taking account of severe but plausible downsides on the operations of the Group and its financial resources, the Group will have sufficient funds to meet its liabilities as they fall due for that period. The going concern period is required to cover a period of at least 12 months from the date of approval of the Financial Statements and the Directors still consider this 12 month period to be an appropriate assessment period due to the Group’s financial position and trading performance and that its current borrowing facilities do not expire until April 2029 (following the Group successfully refinancing in April 2025 – see below and Note 22). The Directors have considered whether there are any significant events beyond the 12 month period which would suggest this period should be longer but have not identified any such conditions or events. In April 2025, the Group refinanced its borrowing arrangements by entering into a new four year £120m multi-currency revolving credit facility (RCF), with an uncommitted £50m accordion option. This new unsecured facility replaces the previous £162.5m RCF (which was in existence as at 30 September 2024), which was due to expire in December 2026 and included an uncommitted accordion option of
1 R evenue at constant currency, Adjusted EBITDA and net debt excluding lease liabilities are Alternative Performance Measures (APMs) and not IFRS measures. See Appendix 1 for an explanation of APMs and adjusting items, including a reconciliation to statutory information.
NCC Group plc — Annual report and accounts for the year ended 30 September 2025 94
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