Annual Report & Accounts 2026
30
REPORT OF THE AUDIT COMMITTEE
OVERVIEW
The Audit Committee is charged with the oversight of the internal financial controls and risk management systems, making recommendations to the Board on the appointment of its auditor and the audit fee, monitoring and reviewing the conduct and control of the audit work, as well as monitoring the integrity of all formal reports and announcements relating to the Group’s financial performance. The Committee has unrestricted access to the Group’s auditor.
The Audit Committee considers all proposals for non-audit services and ensures that these do not impact on the objectivity and independence of the auditor. The Audit Committee, in its meetings with the external auditor, reviews the safeguards and procedures developed by the auditor to counter threats, or perceived threats, to their objectivity and independence and assesses the effectiveness of the external audit. The Group’s policy on non-
audit services performed by the external auditor is to address any issues on a case-by-case basis.
COMPOSITION AND MEETINGS
The Audit Committee has three members, all of whom are independent Non-executive Directors, with one having recent and relevant financial experience with competence in accounting or auditing. The Finance Director attends the committee meetings by invitation. The members of the Audit Committee are:
Salar Farzad (Chair), Isabel Napper and Robin Williams.
The Audit Committee has met once during the year, following the annual audit of last year’s accounts. All members of the Committee attended the meeting as did the Finance Director by invitation for part of each meeting. The auditor attended the meeting to provide feedback on their work.
INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT FRAMEWORK
The Audit Committee is charged with oversight of the internal financial control and risk management framework in the business. This framework is intended to provide reasonable, but not absolute, assurance against material financial misstatement or loss. The Audit Committee has concluded that sound risk management and internal controls have been in operation throughout the period.
FINANCIAL MANAGEMENT AND REPORTING
The Committee is satisfied that the Annual Report and Financial Statements, taken as a whole, provide a fair, balanced and understandable assessment of the Group’s performance, its strategy and business model, as well as its financial position as at the end of the period, and has advised the Board accordingly. In reaching these conclusions, the Committee has considered the information provided by management and discussions held with the external auditor. INTERNAL AUDIT FUNCTION
Given the Group’s straightforward structure and business model, the Board does not consider it necessary to have an internal audit function at this time. This position will be reviewed annually. EXTERNAL AUDIT
The Committee has reviewed and agreed the scope and methodology of the work undertaken by the Group’s external auditor RSM. It has considered their independence and objectivity and has agreed the terms of their engagement and their fees.
RSM has been the Group’s auditor since the Group’s shares were admitted to AIM. A review of their independence and audit process effectiveness is performed each year before a recommendation is made to the Board to propose their reappointment at the AGM.
SALAR FARZAD
Chair, Audit Committee
SALAR FARZAD
Chair, Audit Committee
REPORT OF THE AUDIT COMMITTEE
OVERVIEW
The Audit Committee is charged with the oversight of the internal financial controls and risk management systems, making recommendations to the Board on the appointment of its auditor and the audit fee, monitoring and reviewing the conduct and control of the audit work, as well as monitoring the integrity of all formal reports and announcements relating to the Group’s financial performance. The Committee has unrestricted access to the Group’s auditor.
The Audit Committee considers all proposals for non-audit services and ensures that these do not impact on the objectivity and independence of the auditor. The Audit Committee, in its meetings with the external auditor, reviews the safeguards and procedures developed by the auditor to counter threats, or perceived threats, to their objectivity and independence and assesses the effectiveness of the external audit. The Group’s policy on non-
audit services performed by the external auditor is to address any issues on a case-by-case basis.
COMPOSITION AND MEETINGS
The Audit Committee has three members, all of whom are independent Non-executive Directors, with one having recent and relevant financial experience with competence in accounting or auditing. The Finance Director attends the committee meetings by invitation. The members of the Audit Committee are:
Salar Farzad (Chair), Isabel Napper and Robin Williams.
The Audit Committee has met once during the year, following the annual audit of last year’s accounts. All members of the Committee attended the meeting as did the Finance Director by invitation for part of each meeting. The auditor attended the meeting to provide feedback on their work.
INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT FRAMEWORK
The Audit Committee is charged with oversight of the internal financial control and risk management framework in the business. This framework is intended to provide reasonable, but not absolute, assurance against material financial misstatement or loss. The Audit Committee has concluded that sound risk management and internal controls have been in operation throughout the period.
FINANCIAL MANAGEMENT AND REPORTING
The Committee is satisfied that the Annual Report and Financial Statements, taken as a whole, provide a fair, balanced and understandable assessment of the Group’s performance, its strategy and business model, as well as its financial position as at the end of the period, and has advised the Board accordingly. In reaching these conclusions, the Committee has considered the information provided by management and discussions held with the external auditor. INTERNAL AUDIT FUNCTION
Given the Group’s straightforward structure and business model, the Board does not consider it necessary to have an internal audit function at this time. This position will be reviewed annually. EXTERNAL AUDIT
The Committee has reviewed and agreed the scope and methodology of the work undertaken by the Group’s external auditor RSM. It has considered their independence and objectivity and has agreed the terms of their engagement and their fees.
RSM has been the Group’s auditor since the Group’s shares were admitted to AIM. A review of their independence and audit process effectiveness is performed each year before a recommendation is made to the Board to propose their reappointment at the AGM.
SALAR FARZAD
Chair, Audit Committee
SALAR FARZAD
Chair, Audit Committee