Directors’ report continued
Directors’ and Officers’ insurance and indemnities The Company maintains Directors’ and Officers’ liability insurance, which provides appropriate cover for any legal action brought against its Directors (including those who served as Directors or Officers during 2024/25). This cover was in place throughout the financial year ended 30 September 2025 and up to the date of this Directors’ Report. The Directors of the Company have also entered into individual deeds of indemnity with the Company which constitute as qualifying third‑party indemnity provisions for the purposes of section 234 of the Companies Act 2006. The deeds were in effect during the course of the financial year ended 30 September 2025 for the benefit of the Directors and, at the date of this report, are in force for the benefit of the Directors in relation to certain losses and liabilities which they may incur (or have incurred) in connection with their duties, powers or office. Colleagues The Group uses a number of ways to engage with its colleagues on matters that impact them and the performance of the Group. These include briefings by members of the Executive Committee, regular team meetings, the Group’s intranet site, global communications and update emails which together provide, among other information, an awareness of the financial and economic factors affecting the Company’s performance. Further information on how the Directors engage with colleagues along with how colleague interests are taken into account during decision making can be found within the Corporate Governance Report on pages 58 to 70. We also conduct colleague engagement surveys to ensure all colleagues are given a voice in the organisation. We offer colleagues the opportunity to purchase ordinary shares in the Company through participation in either the Company’s Save As You Earn (SAYE) scheme or Employee Stock Purchase Plan (ESPP). Colleagues in the UK also have the opportunity to purchases shares through a Share Incentive Plan (SIP). All these schemes help to encourage colleague interest in the performance of the Group. Business relationships with suppliers, customers and others The Directors have summarised how they have fostered the Company’s business relationships with suppliers, customers and others on pages 14 and 15. In addition, on page 65 the Directors have included the principal decisions taken by the Company during the financial year. Equal opportunities The Group is committed to providing equality of opportunity to all colleagues without discrimination and applies fair and equitable employment policies which seek to promote entry into and progression within the Group. Appointments are determined solely by application of job criteria, personal ability, behaviour and competency. In the opinion of the Directors, all colleague policies are deemed to be effective and in accordance with their intended aims. Disabled persons Disabled persons have equal opportunities when applying for vacancies, with due regard to their aptitudes and abilities. Procedures ensure that disabled colleagues are fairly treated in respect of training and career development. For those colleagues becoming disabled during the course of their employment, the Group is supportive so as to provide an opportunity for them to remain with the Group, wherever reasonably practicable.
Political donations and expenditure NCC Group believes in the rights of individuals to engage in the democratic process; however, it is NCC Group’s policy not to make political donations. There were no political donations made or political expenditure incurred during the financial year ended 30 September 2025. To be clear, it is not the Company’s policy to make political donations, the Company has not made a political donation in the past, and the Company has no intention either now or in the future of changing its policy or making any political donation or incurring any political expenditure in respect of any political party, political organisation or independent election candidate. The resolution is put forward to allow the Company to support the community and put forward its views to wider business and government entities without running the risk of being in inadvertent breach of the law. Sustainability Report The Company’s Sustainability Report provides an update on the Group’s policies and activities in respect of its wider stakeholders, including colleagues; community, environmental, ethical and health and safety issues; and modern slavery. Overseas branches As at 30 September 2025, the Group had no overseas branches. Research and development We are committed to using innovative, cost effective and practical solutions for providing high quality services and we recognise the importance of ensuring that we focus our investment on the development of technology. The Group’s research and development expenditure is predominantly associated with computer and software systems. Change of control In the event of a change of control of the Company, the Group and each of its lenders shall enter into negotiation for a period to determine how the Group’s loan facilities may continue and if after negotiation there is no agreement the lender has the right to cancel the commitment. There are no agreements between the Company and its Directors or colleagues providing for compensation for loss of office or employment (whether through resignation, purported redundancy or otherwise) that occurs because of a takeover bid. Disclosure of information to the auditor The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware; and each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. Reappointment of auditor In accordance with section 489 of the Companies Act 2006, a resolution for the reappointment of PricewaterhouseCoopers LLP (PwC) as auditor of the Company is to be proposed at the forthcoming AGM.
NCC Group plc — Annual report and accounts for the year ended 30 September 2025 96
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