All rights and obligations attaching to the Company’s ordinary shares are set out in the Company’s Articles of Association (the “Articles”), copies of which can be obtained from the Companies House website or by writing to the Company Secretary. Unless otherwise provided in the Articles, the terms of issue of any shares, any restrictions from time to time imposed by laws or regulations (for example insider trading laws) or pursuant to the UK Market Abuse Regulation whereby certain Directors, officers and colleagues of the Group require the approval of the Company to deal in ordinary shares of the Company, any shareholder may transfer any or all of their shares. The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities and/or voting rights. The Directors may refuse to register a transfer of shares in certificated form that are not fully paid up or otherwise in accordance with the Articles. Authority to purchase own shares At the AGM held on 28 January 2025, shareholders authorised the Company to make market purchases of up to 31,473,997 ordinary shares representing approximately 10% of the issued share capital. At the 2026 AGM, shareholders will be asked to give a similar authority. During the year, the Employee Benefit Trust purchased 4m shares in connection with the Company’s employee share plans. Directors Biographical details of the Company’s current Directors are set out on pages 62 and 63 together with the names of Directors that have held office during the year. Subject to law and the Company’s Articles of Association, the Directors may exercise all of the powers of the Company and may delegate their power and discretion to Committees. The Company’s Articles of Association give the Directors power to appoint and replace Directors. Under the terms of reference of the Nomination Committee, any appointment to the Board of the Company must be recommended by the Nomination Committee for approval by the Board. The Articles of Association also require one-third of the Directors to retire by rotation each year end and each Director must offer themselves for re-election at least every three years. However, in accordance with previous years and in accordance with best practice, all Directors will submit themselves for re-election at the AGM each year. During the year, no Director had any material interest in any contract of significance in the Group’s business. Offer period On 16 July 2025, the Company confirmed that it is in the early stages of commencing a review of all strategic options for its Cyber business (Cyber Review) and that such Cyber Review includes a range of potential outcomes including potential offers for the entire issued and to be issued share capital of the Company (Announcement). The Company gave notice, in accordance with Rule 2.11 of the City Code on Takeovers and Mergers (Code), that it was in an ‘Offer Period’ pursuant to the Code. At the time of approval of these Accounts, the Company remains in this Offer Period.
Additionally, the Group remains in the early stages of reviewing a number of strategic options for its Cyber business, however no decision has been made on which option will be pursued as of 11 December 2025. Accordingly, no material uncertainties have been identified that would cast significant doubt on the Group’s ability to continue as a going concern in relation to this ongoing process. From a Company perspective, the Company places reliance on other Group trading entities for financial support. The Company controls these Group entities and therefore has the ability to direct the financial activities of the Group. Having reviewed the current trading performance, forecasts, debt servicing requirements, total facilities and risks, the Directors are confident that the Company and the Group will have sufficient funds to continue to meet their liabilities as they fall due for a period of at least 12 months from the date of approval of these consolidated Financial Statements, which is determined 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. There are no post-Balance Sheet events which the Directors believe will negatively impact the going concern assessment. Results and dividends The Group’s and Company’s audited Financial Statements for the financial year ended 30 September 2025 are set out on pages 104 to 158. The Directors propose a final dividend of 3.15p per ordinary share, which, together with the interim dividend of 1.5p per ordinary share paid on 1 August 2025, makes a total dividend of 4.65p for the year ended 30 September 2025. The final dividend will be paid on 10 April 2026, subject to approval at the AGM on 3 March 2026, to shareholders on the register at the close of business on 13 March 2026. The ex-dividend date is 12 March 2026. Share capital and control At the AGM held on 28 January 2025, the Directors were granted authority to allot up to 104,913,324 ordinary shares representing approximately one-third of the Company’s issued share capital. In addition, the Directors were granted authority to allot a further 104,913,324 ordinary shares, again representing approximately one-third of the Company’s issued share capital, solely to be used in connection with a pre-emptive rights issue. As at 30 September 2025, the Company’s issued ordinary share capital comprised 315,006,079 ordinary shares with a nominal value of 1p each. During the financial year ended 30 September 2025, 481,449 shares in the Company were issued further to the exercise of options pursuant to the Company’s share option schemes. The holders of ordinary shares are entitled, among other rights, to receive the Company’s Annual Reports and Accounts, to attend and speak at general meetings of the Company, to appoint proxies and to exercise voting rights. Details of the movements of the called up share capital of the Company are set out in Note 25 to the Financial Statements and the information in this note is incorporated by reference and forms part of this Directors’ Report.
NCC Group plc — Annual report and accounts for the year ended 30 September 2025 95
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