The Directors present their Strategic report and financial statements for the year ended 31 December 2024.
Ventura (UK) India Limited ('the Company') is a wholly owned subsidiary (indirectly held) of Capita plc. Capita plc, along with all its subsidiaries' is hereafter referred to as 'the Group'. The Company operates within the Contact Centre operating segment of the Group.
As shown in Company's income statement on page 10, profit before tax has decreased from £2,117,048 in 2023 to profit before tax of £155,983 in 2024 on account of reduction of investment income in current year and higher finance costs.
The balance sheet on pages 11 to 12 of the financial statements shows the Company's financial position at the year end. Net assets have increased from £38,940,473 in 2023 to £39,805,651 in 2024 on account of profit earned by the Company during the year.
Details of the amounts owed to its parent company and fellow subsidiary companies are shown in note 9 to the financial statements.
The Company has not identified any key performance indicators due to the nature of its operations as an investment holding company and as described in the principal activities and review of business above.
The Company is exposed to a range of risks that, should they materialise, could have a detrimental impact on financial performance, reputation or operational resilience. The Company’s risk management framework provides a consistent approach to the identification, assessment, monitoring and reporting of risks and opportunities. The risk management process is based on risk registers and risk reporting at the established risk governance committees. Key risks are documented in the risk registers and have assigned risk owners who review them regularly, and report on them on at least a half-yearly basis at divisional and functional risk governance committees, Executive risk and Ethics Committee and Audit and Risk Committee. The effectiveness of existing controls is evaluated to determine whether any further mitigating actions are needed to manage the risk level to within the risk appetite set by the Board.
As a holding company, majority of Company’s assets consists of investments in subsidiary companies, accordingly principal risks of the Company relate to its inability to recover the carrying value of its investments due to adverse conditions in markets where its subsidiaries operate.
The principal risks for the Company are:
Financial stability and resilience
Our ability to maintain financial stability and achieve financial targets.
Cyber security
Protect our systems, networks and programs from unauthorised use and access.
Environment, social and governance
Comply with regulatory and contractual requirements to drive a purpose driven organisation with the right focus on governance.
Data governance and data privacy
Manage our data effectively (both clients and Capita) as a strategic asset across the organisation.
As a subsidiary of Capita plc, the Company is subject to controls and risk governance techniques across all businesses. Details of the specific risk assessments and mitigating actions are outlined on pages 70-74 of the Group's 2024 Annual Report.
Capita plc’s section 172 statement applies to its Divisions and the Company to the extent it relates to the Company’s activities. Common policies and practices are applied across the Group through divisional management teams and a common governance framework. The following disclosure describes how the Directors have regard to the matters set out in section 172(1)(a) to (f) and forms the Directors’ statement as required under section 414CZA of the Companies Act 2006.
Further details of the Group’s approach to each stakeholder are provided in Capita plc’s section 172 statement on pages 48 to 52 of Capita plc’s 2024 Annual Report.
Our people
Why they are important
They deliver our business strategy; they support the organisation to build a values-based culture; and they deliver our products and services ensuring client satisfaction.
What matters to them
Flexible working; learning and development opportunities leading to career progression; fair pay and benefits as a reward for performance; and two-way communication and feedback.
How we engaged
People surveys
Regular all-employee communications
Via Nneka Abulokwe, our designated non-executive director for colleague engagement who has visited businesses in the UK and South Africa
Employee focus groups and network groups
Workforce engagement on remuneration
Topics of engagement
Creating an inclusive workplace
Health and wellbeing
Speak Up policy
Directors’ remuneration and pay at Capita
Acting on survey feedback
The career path framework
Our cultural programme
Annual salary review
Outcomes and actions
The 2024 employee survey showed a decrease in the eNPS compared with 2023. Although disappointing, we recognise that this reflected the difficult decisions that the Company had to make during the year to ensure the long-term sustainability and success of the Company, including the decision not to remain as a real living wage employer. Survey feedback was positive in relation to manager support and belonging with 80% of respondents stating that their manager helps them to succeed while 60% of respondents feel a sense of belonging at Capita.
We are developing and delivering a range of action plans, including ensuring our leaders feel confidence in, and ownership of Capita’s strategy, plans and successes, developing inclusive opportunities for internal career mobility.
We have mobilised a multi-year programme to rally, reset and embed our culture engaging over 250 Culture Accelerators globally to drive the change. Focused on bringing together our senior leadership team through the launch of our Leadership Playbook, mandating Management & Leadership development, refreshing our values to launch in Q2 2025 and creation of an employee playbook.
In October 2024, Capita was recognised by Forbes, as being one of the top companies for women for the second consecutive year, ranking at number 36 out of 400 global companies on the prestigious list.
Our 2024 gender pay gap figures showed improvement compared to 2023, resulting in a median of 14.91% (0.49% down from 15.40%) and a mean of 18.40% (0.39% down from 18.79%). Since we started reporting in 2017, we have reduced our gender pay gap by 10.39%, from 25.30% to 14.91%.
Moving Ahead, Capita’s mentoring programme, offers cross-company mentoring which aims to build a pipeline for talented individuals from under-represented backgrounds within the workplace. Capita was awarded ‘Most Dynamic Mentoring Organisation’ in 2023 and 2024 at the Inspired by Mentoring Awards in recognition of our commitment to mentoring.
We continued to promote our Speak Up policy throughout the organisation.
Risks to stakeholder relationship
Our ability to retain and develop people, impacting our quality of service and our financial performance
Our ability to evolve our culture and practices in line with our responsible business agenda
Key metrics
Voluntary attrition, eNPS, employee engagement Index and people survey completion level.
Clients and customers
Why they are important
They are recipients of Capita’s services; and Capita’s reputation depends on consistent and timely delivery of the services they need from us.
What matters to them
High-quality service delivery; delivery of transformation projects within agreed timeframes; and responsible and sustainable business credentials.
How we engaged
Regular client meetings, monthly or quarterly business reviews and surveys
Regular meetings with government stakeholders and annual review with the Cabinet Office
Through our customer advisory boards
Through our senior client partner programme which provides an experienced single point of contact for key clients and customers
Introductory meetings and correspondence with the new CEO, and ongoing meetings with Divisional CEOs, Public Service and Experience
Topics of engagement
Current service delivery, continuous improvement initiatives and operational excellence
Transition and mobilisation of services
Capita’s digital and gen AI transformation capabilities, such as agent suite and Capita contact
Possible future services, market and client needs
Co-creation of client value propositions in collaboration with our hyperscaler partners, AWS, Salesforce, Microsoft and Service Now
Ongoing benefits of hybrid working, near and off-shore capabilities on client services
Outcomes and actions
Feedback provided to business units to address any issues raised; client value proposition teams supporting divisions with co-creation ideas; direct customer and sector feedback; and senior client partner programme undertaking client-focused growth sprints and account plans to build understanding of client issues and ideas to help address them.
Risks to stakeholder relationship
Loss of business by not providing the services that our clients and customers want
Damage to reputation by not delivering to the requirements of our clients and customers
Loss of customers for our clients
Section 172 statement (continued)
Key metrics
Customer NPS; specific feedback on client engagements.
Suppliers and partners
Why they are important
At Capita, our suppliers and partners including leading hyperscalers, play a pivotal role in delivering our purpose. By collaborating with organisations that share our values, we maintain high standards, ensure operational excellence, and achieve outcomes aligned with our social, economic, and environmental commitments. Our partnerships, particularly with hyperscalers including AWS, Microsoft, and ServiceNow, enhance our ability to innovate and deliver cutting-edge digital solutions.
We will continually review our supply base to ensure it delivers better outcomes for customers while addressing the need to reduce supply chain complexity and improve service quality.
What matters to them
Transparent and fair procurement processes
Collaboration on joint initiatives that drive innovation and foster long-term partnerships
Reliable and timely payment terms
Shared commitment to sustainability, resilience, and compliance with Science-Based Targets (SBTs) backed approach to net zero
Provision of a safe working environment for anyone affected by Capita businesses while upholding the highest standards of ethical conduct in all endeavours
Partnering with diverse suppliers that bring innovation, disruptive technologies and positively impact local communities
Maintaining availability, integrity and confidentiality of our business relationships and the systems that support them, remaining resilient through periods of disruption
How we engaged
Strategic collaboration with hyperscalers: including regular engagement with AWS, Microsoft and ServiceNow focused on co-creating solutions for Capita’s clients, integrating advanced AI and cloud capabilities into our offerings
Innovation forums: by conducting joint workshops with hyperscalers to align on product roadmaps and explore new technologies that enhance the customer experience
Performance reviews: by ongoing performance assessments to ensure value delivery and alignment with Capita’s strategic goals
Sustainability partnerships: collaborating with hyperscalers to assess and mitigate the environmental impact of cloud-based operations, contributing to the reduction of Capita’s Scope 3 carbon footprint
Engagement reviews: regular supplier meetings, ensuring openness throughout the source to procure process complete with in-life feedback questionnaires and risk assessments
Topics of engagement
New technology and GenAI offerings suitable for both Capita and Capita-customer use
Supplier payments
Sourcing requirements and bid opportunities
Supplier performance monitoring
Supplier charter commitments
Partnering opportunities
Joint development of AI powered customer service tools
Deployment of cloud-native platforms to modernise public and private sector operations
Commitment to sustainability, including carbon footprint transparency and initiatives to meet net zero goals
Enhancing cybersecurity standards across partner ecosystems to safeguard stakeholders
Section 172 statement (continued)
Outcomes and actions
Our supplier charter, which is available on our website, remains at the core of strengthening our commitments and sets out how we conduct business in an open, honest and transparent manner, and what we expect of our suppliers. We want to work with suppliers and supply chain partners that share our values and help us deliver our purpose, to create better outcomes. This includes the provision of safe working conditions, treating workers with dignity and respect, acting ethically and being environmentally responsible.
As part of our commitments as a responsible business, Capita manages and monitors a variety of supply chain related metrics including sustainability, spend with SMEs, VCSE’s and diverse-owned businesses and modern slavery risk.
To understand Capita’s Scope 3 carbon footprint, a supplier engagement programme was also undertaken with suppliers accounting for £1bn annual spend (over 50% of the supply chain by spend) to ask them to disclose their carbon emissions to CDP.
Risks to stakeholder relationship
Evolving regulatory and environmental requirements
Maintaining shared commitments to transparency and sustainability
Maintaining resilience in the supply chain and partner ecosystems
Key metrics
90% of supplier payments within agreed terms; SME spend allocation; and supplier diversity profile.
Society
Why they are important
Capita is a provider of key services to government impacting a large proportion of the population.
What matters to them
Social mobility; youth skills and jobs; community engagement; diversity and inclusion; climate change; business ethics; accreditations and benchmarking; and cost of living crisis.
How we engaged
Membership of non-governmental organisations
Charitable and community partnerships
External accreditations and benchmarking
Working with clients, suppliers, and the Cabinet Office
Topics of engagement
Youth employment
Workplace inequalities
Diversity & inclusion
Climate change
Community engagement
Outcomes and actions
Youth and employability programme such as Social Shifters; ranked 36 on the Forbes Global list of top employers for women; our pay gap has improved by 10.39% since we began reporting, awarded Employer’s Network for Equality and Inclusion, achieved a silver Tidemark, Armed Forces Covenant Gold Employer Recognition Award and an A CDP (Carbon Disclosure Project) score as a bronze medal by EcoVadis for Capita plc.
Section 172 statement (continued)
Risks to stakeholder relationship
Lack of understanding of the issues important to them
Insufficient communication or involvement in shaping and influencing strategies and plans
Key metrics
Community investment, workforce diversity and ethnicity data, including pay gaps, external indices performance such as EcoVadis.
On behalf of the Board
The Directors present their Directors' Report and Financial statements for the year ended 31 December 2024.
The results for the year are set out on page 10.
No dividends were paid or proposed during the year (2023: £nil).
The Directors who held office during the year and up to the date of signature of the financial statements were as follows:
The Directors are responsible for preparing the Strategic report, the Directors’ report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with United Kingdom ('UK') accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of its profit or loss for that period. In preparing these financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The Company has granted an indemnity to the Directors of the Company against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. This qualifying third-party indemnity provisions remains in force as at the date of approving the Directors' report.
Ventura (UK) India Limited is a private company limited by shares incorporated in England and Wales. The registered office is First Floor, 2 Kingdom Street, Paddington, London, England, W2 6BD. The Company's principal activities and nature of its operations are disclosed in the Strategic report.
Ventura (UK) India Limited is a company incorporated and domiciled in the United Kingdom.
The financial statements are prepared under the historical cost basis except where stated otherwise and in accordance with applicable accounting standards.
In determining the appropriate basis of preparation for the financial statements for the year ended 31 December 2024, the Company’s Directors (‘the Directors’) are required to consider whether the Company can continue in operational existence for the foreseeable future, being a period of at least twelve months following the approval of these financial statements. The Directors have concluded that it is appropriate to adopt the going concern basis, having undertaken a rigorous assessment, as set out below.
Accounting standards require that ‘the foreseeable future’ for going concern assessment covers a period of at least twelve months from the date of approval of these financial statements, although those standards do not specify how far beyond twelve months the Directors should consider. In their going concern assessment, the Directors have considered the period from the date of approval of these financial statements to 31 December 2026 (‘the going concern period’) and which aligns to the period considered by the Directors of the ultimate parent company, Capita plc.
Directors’ assessment
The financial forecasts used for the going concern assessment are derived from financial projections for 2025-2026 for the Company which have been subject to review and challenge by management and the Directors. The Directors have approved the projections.
Inter-dependency with other entities in the group headed by Capita plc (‘the Group’)
The Director’s assessment of going concern has considered the extent to which the Company’s ability to remain a going concern is inter-dependent with that of the Group. The Company has dependency with the Group in respect of the following:
participation in the Group’s notional cash pooling arrangements, of which £16,009,053 was held at 31 August 2025. In the event of the cash being required elsewhere in the Group, the Company may not be able to access its cash balance within the pooling arrangement; and
revenue earned by its subsidiaries from other Group entities and key contracts that may be terminated in the event of a default by the Group.
Despite the Company being in a net current liability position, the ultimate parent company, Capita plc, has stated that it will provide continuing financial support as necessary and to the extent it is able to do so during the going concern assessment period.
The Company’s financial projections are dependent on the Group providing additional financial support over the period the going concern period. Capita plc has indicated its intention to provide financial support to the Company in order to meet its liabilities as and when they fall due in the going concern assessment period.
As with any company placing reliance on other group entities for financial support, the Directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.
Given the inter-dependency the Company has on the Group, the Directors have considered the financial position of the ultimate parent undertaking as disclosed in its most recent condensed consolidated financial statements, being for the six months ended 30 June 2025.
Ultimate parent undertaking – Capita plc
The Capita plc Board (‘the Board’) concluded that it was appropriate to adopt the going concern basis, having undertaken a rigorous assessment of the financial forecasts, key uncertainties, sensitivities, and mitigations when preparing the Group’s condensed consolidated financial statements at 30 June 2025. These condensed consolidated financial statements were approved by the Board on 4 August 2025 and are available on the Group’s website (www.capita.com/investors). Below is a summary of the position at 4 August 2025:
Accounting standards require that ‘the foreseeable future’ for going concern assessment covers a period of at least twelve months from the date of approval of the condensed consolidated financial statements, although those standards do not specify how far beyond twelve months a Board should consider. In its going concern assessment, the Board has considered the period from the date of approval of the condensed consolidated financial statements to 31 December 2026, which aligns with a period end and covenant test date for the Group.
The base case financial forecasts used in the Group going concern assessment are derived from the 2025-2026 business plan as approved by the Board in June 2025.
Under the base case scenario, the Group forecasts growth in revenue, profit and cash flow over the medium term. When combined with available committed facilities, this allows the Group to manage scheduled debt repayments. The most material sensitivities to the base case are the risk of not delivering the planned revenue growth and further efficiency savings being delayed or not delivered in accordance with the Group's previously announced cost reduction programme.
The base case projections used for going concern assessment purposes reflect business disposals completed up to the date of approval of the condensed consolidated financial statements. The liquidity headroom assessment in the base case projections reflects the Group’s existing committed financing facilities and debt redemptions and does not reflect any potential future refinancing. The base case financial forecasts demonstrate liquidity headroom and compliance with all debt covenant measures throughout the going concern period to 31 December 2026.
In considering severe but plausible downside scenarios, the Board has taken account of the potential adverse financial impacts resulting from the following risks:
revenue growth falling materially short of plan;
operating margin expansion not being achieved;
targeted cost savings delayed or not delivered;
unforeseen operational issues leading to contract losses and cash outflows;
sustained interest rates at current levels;
non-availability of the Group’s non-recourse trade receivables financing facility; and
unexpected financial costs linked to incidents such as data breaches and/or cyber-attacks.
The likelihood of simultaneous crystallisation of the above risks is considered by the Board to be low. Nevertheless, in the event that simultaneous crystallisation were to occur, the Group would need to take action to ensure there is sufficient liquidity. In its assessment of going concern, the Board has considered the mitigations, under the direct control of the Group, that could be implemented including, but not limited to, reductions or delays in capital investment, and substantially reducing (or removing in full) bonus and incentive payments. Taking these considerations into account, the Group’s financial forecasts, in a severe but plausible downside scenario, demonstrate sufficient liquidity headroom and compliance with all debt covenant measures throughout the going concern period to 31 December 2026.
Adoption of going concern basis by the Group:
Reflecting the levels of liquidity and covenant headroom in the base case and severe but plausible downside scenario, the Group continues to adopt the going concern basis in preparing these condensed consolidated financial statements. The Board has concluded that the Group will be able to continue in operation and meet its liabilities as they fall due over the period to 31 December 2026.
Conclusion
Although the Company has a reliance on the Group as detailed above, based on their enquiries with the Group’s Directors and the Company’s forecasts, even in a severe but plausible downside, the Directors are confident the Company will continue to have adequate financial resources to continue in operation and discharge its liabilities as they fall due over the period to 31 December 2026. Consequently, the financial statements have been prepared on the going concern basis.
The Company has applied FRS101 – Reduced Disclosure Framework in the preparation of its financial statements.
The Company has prepared and presented these financial statements by applying the recognition, measurement and disclosure requirements of international accounting standards in conformity with the requirements of the Companies Act 2006.
The Company's ultimate parent company, Capita plc, includes the Company in its consolidated financial statements. The consolidated financial statements are prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and with UK-adopted International Financial Reporting Standards ('UK-IFRSs') and the Disclosure and the Transparency Rules of the UK's Financial Conduct Authority. They are available to the public and may be obtained from Capita plc’s website on https://www.capita.com/investors.
In these financial statements, the Company has applied the disclosure exemptions available under FRS 101 in respect of the following disclosures:
A cash flow statement and related notes;
Comparative period reconciliations for share capital;
Disclosures in respect of transactions with wholly owned subsidiaries;
Disclosures in respect of capital management;
The effects of new but not yet effective IFRSs; and
Disclosures in respect of the compensation of key management personnel.
Since the consolidated financial statements of Capita plc include equivalent disclosures, the Company has also taken the disclosure exemptions under FRS 101 available in respect of the following disclosure:
Certain disclosures required by IAS 36 Impairment of Assets in respect of the impairment of goodwill, indefinite life intangible assets and investment in subsidiaries;
Certain disclosures required by IFRS 7 Financial Instrument Disclosures and certain disclosure exemptions as permitted by IFRS 13 Fair value measurement.
The Company presents assets and liabilities in the balance sheet based on whether they are current or non-current.
An asset is current when it is:
Expected to be realised or intended to be sold or consumed in the normal operating cycle;
Held primarily for the purpose of trading;
Expected to be realised within twelve months after the balance sheet date; or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the balance sheet date.
All other assets are classified as non-current.
A liability is current when:
It is expected to be settled in the normal operating cycle;
It is held primarily for the purpose of trading;
It is due to be settled within twelve months after the balance sheet date; or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the balance sheet date.
The Company classifies all other liabilities as non-current.
Impairment of investment in subsidiaries: The Company determines whether investments in subsidiaries are impaired based on impairment indicators. If an indicator is identified, an impairment test is performed. This involves estimation of the enterprise value of the investee which is determined based on the greater of discounted future cash flows at a suitable discount rate or through the recoverable value of the investments held by the investee company. The key assumptions underpinning the forecast cash flows of subsidiaries include sales growth and execution of targeted cost savings, including in respect to central Group recharges.
During the year, the Company received dividend from its subsidiaries Ventura India Private Limited and Capita India Private Limited amounting to £1,116,557 and £3,813,158 respectively.
The credit for the year can be reconciled to the profit per the income statement as follows:
Sensitivity analysis
The impairment testing as described is reliant on the accuracy of management’s forecasts and the assumptions that underlie them; and on the selection of the discount and growth rates to be applied. To gauge the sensitivity of the result to a change in any one, or combination of the assumptions that underlie the model, a number of scenarios were developed to identify the range of reasonably possible alternatives and measure which investments are the most susceptible to an impairment should the assumptions used be varied. This sensitivity analysis is only applicable to those investments which have not already been fully impaired.
Sensitivity scenarios applied estimate the additional impairment required (with all other variables being equal) by: an increase in discount rate of 1%, or a decrease of 1% in the long-term growth rate (for the terminal period) for each of the investments; or by the severe but plausible downsides applied to the base-case projections for assessing going concern and viability, without mitigations; and from all scenarios together. The below table discloses the investment that triggers impairment in any of the sensitivity scenarios –
Subsidiary | 1% increase in discount rate (A) £ | 1% decrease in long-term growth rate (B) £ | Severe but plausible downside (C) £ | Combination Sensitivity (A+B+C) £ |
Capita India Private Limited |
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3,145,955 |
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Registered office addresses:
All directors are paid by other companies within the Capita Group. The Company has not paid any fees or other remuneration to the Group based Directors related to the directorship role they provided to the Company as a part of their Group-wide executive management role. The Company has estimated that allocation of the qualifying services that these Group based Directors provided to the Company is inconsequential.