Company registration number 06413394 (England and Wales)
CAPITA HEALTH HOLDINGS LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CAPITA HEALTH HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Capita Corporate Director Limited
G Bate-Williams
(Appointed 14 August 2024)
Secretary
Capita Group Secretary Limited
Company number
06413394
Registered office
First Floor
2 Kingdom Street
Paddington
London
England
W2 6BD
Banker
Barclays Bank PLC
1 Churchill Place
London
United Kingdom
E14 5HP
CAPITA HEALTH HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 7
Directors' report
8 - 9
Income statement
10
Balance sheet
11 - 12
Statement of changes in equity
13
Notes to the financial statements
14 - 24
CAPITA HEALTH HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The Directors present their Strategic report and financial statements for the year ended 31 December 2024.

Capita Health Holdings 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'.

Principal activities

The principal activity of the Company is that of a holding and investment Company. There have not been any significant changes in the Company's principal activities in the year under review. The Directors are not aware, at the date of this report, of any likely major changes in the Company's activities in the next year.

Review of the business

As shown in Company's income statement on page 10, the Company's profit before tax has increased significantly from £3,290,724 in 2023 to £81,660,364 in 2024. This growth was primarily driven by the recognition of a material intercompany loan payable waiver as other income, resulting from a debt restructuring associated with the Group's legal entity reorganisation and dividend income received from its subsidiaries.

The balance sheet on pages 11 to 12 of the financial statements shows the financial position at the year end. Net liabilities have decreased from £75,770,843 in 2023 to net assets of £5,259,483 in 2024 driven by the debt restructuring and dividend income.

Details of the amounts owed by/to its parent company and fellow subsidiary companies are shown in notes 11 and 12 to the financial statements.

Although the Company is in a net current liability position, the ultimate parent company has stated that it will provide continuing financial assistance to the Company for the foreseeable future.

The Company has not identified any key performance indicators due to the nature of its operations as a holding company and as described in the principal activities above.

CAPITA HEALTH HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal risks and uncertainties

The Company is exposed to a wide 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 undertakings, 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 HEALTH HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Section 172 statement

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- terms 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.

CAPITA HEALTH HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Section 172 statement (continued)

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

CAPITA HEALTH HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
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

CAPITA HEALTH HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
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.

CAPITA HEALTH HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -

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

D Howitt on behalf of Capita Corporate Director Limited
Director
17 September 2025
CAPITA HEALTH HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -

The Directors present their Directors' Report and Financial statements for the year ended 31 December 2024.

Results and dividends

The results for the year are set out on page 10.

No dividends were paid out or proposed during the year (2023 : £nil).

Directors

The Directors, who held office during the year and up to the date of signature of the financial statements were as follows:

Capita Corporate Director Limited
E H Brownell
(Resigned 19 August 2024)
G Bate-Williams
(Appointed 14 August 2024)
Political donations

The Company made no political donations and incurred no political expenditure during the year (2023: £nil).

Statement of Directors' responsibilities

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.

CAPITA HEALTH HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
Strategic report

In accordance with s414c(11) of the Companies Act 2006, the Company has set out certain information in its Strategic report that is otherwise required to be disclosed in the Directors' report. This includes information regarding results and activities and a description of the principle risks and uncertainties facing the Company.

Qualifying third party indemnity provisions

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. Such qualifying third-party indemnity provisions remains in force as at the date of approving the directors' report.

On behalf of the board
D Howitt on behalf of Capita Corporate Director Limited
Director
17 September 2025
CAPITA HEALTH HOLDINGS LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
Notes
£
£
Administrative expenses
(44)
(571)
Investment income
4
27,140,282
2,485,623
Other income
5
52,000,013
-
0
Impairments
6
(101)
-
0
Net finance income
7
2,520,214
805,672
Profit before tax
81,660,364
3,290,724
Income tax charge
8
(630,038)
(229,596)
Profit and total comprehensive income for the year
81,030,326
3,061,128

The income statement has been prepared on the basis that all operations are continuing operations.

The notes and information on pages 14 to 24 form an integral part of these financial statements.

CAPITA HEALTH HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
Non-current assets
Investments in subsidiaries
9
5,283,013
5,283,114
5,283,013
5,283,114
Current assets
Trade and other receivables
11
15,111,526
39,030,327
15,111,526
39,030,327
Total assets
20,394,539
44,313,441
Current liabilities
Trade and other payables
12
14,299,366
119,861,175
Financial liabilities
13
-
0
17,457
Income tax payable
835,690
205,652
Total liabilities
15,135,056
120,084,284
Net assets/(liabilities)
5,259,483
(75,770,843)
CAPITA HEALTH HOLDINGS LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
2024
2023
Notes
£
£
- 12 -
Capital and reserves
Issued share capital
14
20,000
20,000
Share premium
1,980,000
1,980,000
Retained earnings/(deficit)
3,259,483
(77,770,843)
Total equity/(deficit)
5,259,483
(75,770,843)

The notes and information on pages 14 to 24 form an integral part of these financial statements.

For the financial year ended 31 December 2024, the company was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies.

The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements were approved by the board of directors and authorised for issue on
17 September 2025
17 September 2025
and are signed on its behalf by:
D Howitt on behalf of Capita Corporate Director Limited
Director
Company registration number 06413394 (England and Wales)
CAPITA HEALTH HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Share premium
Retained earnings
Total equity
£
£
£
£
At 1 January 2023
20,000
1,980,000
(80,831,971)
(78,831,971)
Profit for the year
-
-
3,061,128
3,061,128
At 31 December 2023
20,000
1,980,000
(77,770,843)
(75,770,843)
Profit for the year
-
-
81,030,326
81,030,326
At 31 December 2024
20,000
1,980,000
3,259,483
5,259,483
Share capital

The balance classified as share capital is the nominal proceeds on issue of the Company's equity share capital, comprising 20,000 ordinary shares of £1 each.

Share premium

The amount paid to the Company by shareholders, in cash or other consideration, over and above the nominal value of the shares issued to them less issuance costs.

Retained earnings

Net profits accumulated in the Company after dividends are paid.

The notes and information on pages 14 to 24 form an integral part of these financial statements.

CAPITA HEALTH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
1
Accounting policies
1.1
Basis of preparation

Capita Health Holdings Limited is a Company incorporated, registered 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 annual report and 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 of the financial forecasts, key uncertainties, and sensitivities, 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 3 1 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:

- 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.

- recovery of receivables of £992,627 from fellow Group companies as of 31 August 2025. If these receivables are not able to be recovered when forecast by the Company, then the Company may have difficulty in continuing to trade

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 reliance the Company has on the Group, the Directors have considered the financial position of the ultimate parent undertaking as disclosed in its most rec ent condensed consolidated financial statements, being for the six months ended 3 0 June 202 5.

CAPITA HEALTH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -

Basis of Preparation (continued)

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 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.

CAPITA HEALTH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -

Basis of Preparation (continued)

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 3 1 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 3 1 December 2026. Consequently, the financial statements have been prepared on the going concern basis.

1.2
Compliance with accounting standards

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 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 in respect of the impairment of goodwill, indefinite life intangible assets and investment in subsidiaries; and

- Certain disclosures required by IFRS 7 and certain disclosure exemptions as permitted by IFRS 13 Fair value measurement.

CAPITA HEALTH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.3
Change in accounting policies

The Company has adopted the new amendments to standards detailed below but they do not have a material effect on the Company's financial statements.

New amendments or interpretations | Effective date
Classification of liabilities as current or non-current and non-current liabilities with Covenants - Amendments to IAS 1 | 1 January 2024
Lease Liability in a Sale and Leaseback - Amendments to IFRS 16 | 1 January 2024
Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7 | 1 January 2024

1.4
Investments

The Company has investments in subsidiaries.

Investments in subsidiaries are initially recorded at cost. Subsequently they are reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable.

At each balance sheet date, the Company assesses whether there are indicators to reverse the previously recognised impairment loss. The reversals of impairment are only recognised where there has been a change in the estimates used to determine the investment’s recoverable amount since the last impairment loss was recognised.

CAPITA HEALTH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.5
Financial instruments

Trade and other receivables

Trade receivables are initially recognised at cost (being the same as fair value) and subsequently at amortised cost less any provision for impairment, to ensure the amounts recognised represent their recoverable amount.

For trade receivables, the Company applies the simplified approach permitted by IFRS 9 Financial instruments, resulting in trade receivables recognised and carried at original invoice amount less an allowance for any uncollectible amounts based on expected credit losses. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

Derecognition: A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised (i.e., removed from the Company’s balance sheet) when (i) the rights to receive the cash flows from the asset have expired; or, (ii) the Company has transferred its right to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risk and rewards of the asset; or, (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Trade and other payables

Trade and other payables are recognised initially at cost (being same as fair value). Subsequent to initial recognition they are measured at amortised cost using the effective interest method.

Interest-bearing loans and borrowings

All loans and borrowings are initially recognised at their fair value less any directly attributable transaction costs. After initial recognition, loans and borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the income statement over the period of the borrowings using the effective interest method.

Gains and losses are recognised in the income statement when the liabilities are derecognised, as well as through the amortisation process.

1.6
Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity or other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax assets and unused tax losses can be utilised, except where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

CAPITA HEALTH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -

Taxation (continued)

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

1.7
Group accounts

The financial statements present information about the Company as an individual company and not about its Group. The Company has not prepared Group accounts because it is fully exempt from the requirement to do so by section 400 of the Companies Act 2006 since it is a subsidiary company of Capita plc, a company incorporated in England and Wales, and is included in the consolidated financial statements of that company.

1.8
Current versus non-current classification

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.

2
Significant accounting judgements, estimates and assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires the directors to make judgements and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported income and expense during the reported periods. Although these judgements and assumptions are based on the D irectors' best knowledge of the amount, events or actions, actual results may differ.

The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are the estimation of the recoverable amount of investments 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.

CAPITA HEALTH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
3
Profit for the year
2024
2023
Profit for the year is stated after charging
£
£
Cost of disposal of investments
-
895,688
4
Investment income
2024
2023
£
£
Dividend income from shares in subsidiary companies
27,140,282
2,505,166
Loss on disposal of investment
-
(19,543)
27,140,282
2,485,623

Investment income comprises of dividend in specie declared by its subsidiaries, Clinical Solutions Holdings Limited and Contact Associates Limited settled via amounts due from Capita plc.

5
Other income
2024
2023
£
£
Intercompany loan payable written back
52,000,013
-
52,000,013
-
0

The company entered into a debt restructuring arrangement with its parent company, Capita Holdings Limited, whereby Capita Holdings Limited approved write back of an intercompany on demand loan totalling £52,000,000 as per the terms of the deed.

6
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2024
2023
£
£
Impairment of investments in subsidiaries (refer to note 9)
101
-
0
101
-
CAPITA HEALTH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
7
Net finance income
2024
2023
£
£
Interest income
Interest receivable from Group companies
2,544,991
806,419
2,544,991
806,419
Interest expense
Interest expense on bank overdrafts and loans
(24,777)
(747)
(24,777)
(747)
Total net finance income
2,520,214
805,672
8
Income tax
The major components of income tax charge are:
2024
2023
£
£
Current tax
UK corporation tax
630,042
189,364
Adjustments in respect of prior periods
(4)
40,232
630,038
229,596
CAPITA HEALTH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Income tax
(Continued)
- 22 -

The reconciliation between tax charge and the accounting profit multiplied by the UK corporation tax rate for the years ended 31 December 2024 and 2023 is as follows:

2024
2023
£
£
Profit before taxation
81,660,364
3,290,724
Expected tax charge based on the weighted average Corporation Tax rate of 25.00% (2023: 23.52%)
20,415,091
773,997
Expenses not deductible for tax purpose
-
0
4,596
Non-taxable income
(12,999,978)
(589,229)
Adjustment in respect of current income tax of prior periods
(4)
40,232
Non-taxable dividend income
(6,785,071)
-
Total adjustments
(19,785,053)
(544,401)
Total tax charge reported in the income statement
630,038
229,596

A change to the main UK corporation tax rate was substantively enacted on 24 May 2021. The rate applicable from 1 April 2023 increases from 19% to 25%.

9
Investments
Subsidiaries
£
Cost
At 1 January 2024
23,619,776
Derecognition ◙
(18,336,763)
At 31 December 2024
5,283,013
Impairment
At 1 January 2024
18,336,662
Impairment charges □
101
Derecognition ◙
(18,336,763)
At 31 December 2024
-
0
Net book value
At 31 December 2024
5,283,013
At 31 December 2023
5,283,114
CAPITA HEALTH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Investments
(Continued)
- 23 -

◙ The Company has derecognised its investments of £10,440,012 in Cymbio Limited, £7,896,651 in Capita Health and Wellbeing Limited, and £100 in Clinical Solutions Holdings Limited following their dissolution in accordance with the wider Group restructuring plan. There is no impact on the income statement in the current year or the net book value of the investments as a result of this derecognition.

□ In advance of their dissolution, the Company impaired its investment in Clinical Solutions Holdings Limited by £100 and in Cymbio Limited by £1 (Refer to note 5).

The Company considered whether there was an indicator of impairment in investments in subsidiaries at 31 December 2024. At 31 December 2024, the Company’s ultimate parent company, Capita plc, identified an indicator of impairment existed due to the market capitalisation of the Group being below the carrying value of Capita plc’s net assets. As a holding company for the Group, this indicator of impairment is also considered to be relevant for the Company, and so an impairment test was carried out for the Company, comparing the carrying value of each subsidiary investment held by the Company with its recoverable amount. The recoverable amount has been determined using fair value less costs of disposal. For non-trading subsidiaries this is based on the net asset value of the entity as at 31 December 2024, which is considered to not be materially different to the fair value derived by other means. For all other entities, the recoverable amount is estimated on a discounted cash flow basis. Recoverable amounts will also factor in the recoverable amount of an entity’s direct and indirect subsidiaries.

At 31 December 2024, as a result of the Company’s impairment test, investments in subsidiaries were not impaired as the recoverable value being fair value less cost of disposal of its subsidiaries were higher than the carrying value of the investments (2023: £Nil).

10
List of Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of company
Address
Class of
% Held
shares held
Direct
Contact Associates Limited
1
Ordinary
100.00

Registered office addresses (all UK unless otherwise indicated):

1
First Floor, 2 Kingdom Street, Paddington, London, W26BD
11
Trade and other receivables
Current
2024
2023
£
£
Amounts due from Group companies
15,111,526
39,030,327
15,111,526
39,030,327

Amounts due from Group companies are repayable on demand. These are not chargeable to interest except for the amounts due from Capita Plc, on which interest is charged as per the prevailing Bank of England rates.

CAPITA HEALTH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
12
Trade and other payables
Current
2024
2023
£
£
Amount due to Group companies
14,299,366
119,861,175
14,299,366
119,861,175

Amounts due to Group companies are repayable on demand and are not chargeable to interest.

13
Financial liabilities
Current
2024
2023
£
£
Bank overdrafts
-
0
17,457
-
0
17,457
14
Share capital
2024
2023
2024
2023
Number
Number
£
£
Allotted, called up and fully paid
Ordinary shares of £1 each
At 1 January and 31 December
20,000
20,000
20,000
20,000
15
Employees

There were no employees during the year (2023: None).

16
Directors' remuneration

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.

17
Controlling party

The C ompany's immediate parent undertaking is Capita Holdings Limited, a company incorporated in England and Wales.

The C ompany's ultimate parent undertaking is Capita plc, a company incorporated in England and Wales. The accounts of Capita plc are available from the registered office at First Floor, 2 Kingdom Street, Paddington, London, England, W2 6BD.

18
Post balance sheet date events

There are no significant events which have occurred after the reporting period.

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