The Directors present their Strategic report and financial statements for the year ended 31 December 2025.

Capita Shared Services Limited ('the Company') is a wholly owned subsidiary (directly held) of Capita plc. Capita plc and its subsidiaries are hereafter referred to as 'the Group'.

The principal activity of the Company is the provisions of certain head office and shared services to other companies within the Group. The Company provides Resourcing, Payroll and range of IT and Software services, to deliver products and services to Group’s businesses and clients. 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.

As shown in Company's income statement on page 15, revenue has decreased from £338,653k in 2024 to £297,248k in 2025. The Company's Operating profit has decreased from £5,895k in 2024 to £4,209k in 2025. The movement is on account of impact to the scale of shared services and IT support activity following headcount reductions and project ramp‑downs, which lowered intercompany recharges under the Company’s cost‑recharge model.

A charge of £9,810k (2024: £5,868k) has been recognised in the year ended 31 December 2025 for the costs to deliver the cost reduction programme announced in November 2023 which is expected to deliver annualised efficiencies across the Group. It includes redundancy costs to deliver a reduction in headcount, which are part of administrative expenses. Since the targeted savings were delivered by the end of 2025, no further expense to deliver this cost reduction programme are expected beyond the end of 2025.

In March 2026, the Group agreed to sell its private sector contact centre business. This transaction unlocks a material overhead reduction as further complexity is removed from the Group. Actions are being taken to deliver annualised savings of £40m across the Group, to be delivered across 2026 and 2027 and the anticipated associated cash cost to achieve these savings is £20m. The Company is expected to contribute towards the delivery of these savings and therefore incur an element of the cost to achieve these.

The balance sheet on pages 16 to 17 of the financial statements shows the financial position at the year end. The net assets have decreased from £7,016k in 2024 to £5,503k in 2025 primarily due to losses incurred during the year. Refer to page 18 for more details.

Details of the amounts owed by/to its parent company and fellow subsidiary companies are shown in notes 9, 12 and 19 to the financial statements.

The key financial performance indicators used by the Group, on a consolidated basis, include adjusted revenue, adjusted profit before tax, adjusted basic earnings per share, free cash flow excluding business exits, and gearing ratios. The Group manages its operations on an operating segment basis and consequently, some of these indicators are monitored at an operating segment level. The Group's performance is discussed in the annual report which does not form part of this report.

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.

The principal risks for the Company are:

Contract performance

Deliver services to clients in line with contractual and legal obligations.

AI adoption and governance

Strategic and operational exposure from inadequate AI adoption and governance.

People attraction and retention

Attract, develop, engage and retain the right talent.

Financial stability

Our ability to maintain financial resilience 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.

Safety and Health

Protect the safety, health and duty of care of all Capita’s employees, the people we work with and those affected by our acts and omissions.

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 81-85 of the Group's 2025 Annual Report.

Our People

Why this relationship matters

Our colleagues are central to the delivery of the Group’s strategy, the embedding of a values-based culture, and the provision of high-quality products and services that meet client expectations.

Their key priorities and expectations

Colleagues’ priorities include opportunities for learning, development and career progression; a positive and inclusive workplace culture; fair and transparent pay and reward; support for health and wellbeing; flexible ways of working; and open, two-way communication with leadership, including clear visibility of strategy, change programmes and decision-making.

How we engaged

• Regular all-employee communications, including leadership briefings and global townhalls

• Employee focus groups and colleague network groups

• Workforce engagement on pay at Capita

• Ongoing engagement through management cascades, local action planning and "you said, we did" feedback mechanisms

Topics of engagement

• Creating and sustaining an inclusive workplace

• Culture, values and leadership behaviours

• Health, safety and wellbeing

• Speak Up arrangements and ethical culture

• Directors’ remuneration and pay at Capita

• Career development, internal mobility and the career path framework

• Annual salary review and reward transparency

Outcomes and actions

The 2025 all-colleague survey reported an Employee Net Promoter Score (eNPS) of -22, representing an eleven-point improvement on the 2024 survey. While this indicates improving colleague sentiment, the Board recognises that overall survey indicators show engagement remains an area of focus. Survey insights have informed targeted action planning at Group, divisional and local levels.

During the year, the Group continued to progress its multi-year culture programme, building on foundations established in 2024 to rally, reset and embed Capita’s culture. This included the further mobilisation of more than 250 Culture Accelerators globally, mandated management and leadership development, and the embedding of refreshed Group values and the launch of an employee playbook to support consistent behaviours and ways of working. The Group also introduced Celebrate!, a recognition platform designed to reward and celebrate colleagues and reinforce behaviours aligned to Capita’s values across the organisation. Capita continued to strengthen its focus on inclusion and fair reward. Gender pay gap performance improved compared to the prior year, and the Group continued its voluntary disclosure of ethnicity pay gap data and, for the first time, disability pay gap data. Since reporting commenced in 2017, Capita has reduced its median gender pay gap by more than ten percentage points.

Engagement with colleagues on pay, progression and reward transparency was strengthened through dedicated workforce engagement sessions during the year Promotion of the Speak Up policy continued across the organisation, reinforcing the Group’s commitment to ethical behaviour, openness and psychological safety.

Risks to stakeholder relationship

• The ability to attract, retain and develop colleagues, with potential impacts on service quality and financial performance

• The pace of cultural change and the effectiveness of embedding new behaviours and ways of working during transformation

Key metrics

Voluntary attrition, eNPS, employee engagement index and colleague survey completion level.

Clients and customers

Why this relationship matters

Clients and customers rely on Capita for the consistent and timely delivery of critical services. Capita’s reputation, contract performance and long-term success depend on meeting their service expectations and supporting effective transformation outcomes.

Their key priorities and expectations

High-quality service delivery; delivery of transformation projects within agreed timeframes; and responsible, ethical and sustainable business credentials.

How we engaged

• Regular client meetings, monthly or quarterly business reviews and surveys

• Through our customer advisory boards

• Through our senior client partner programme which provides an experienced single point of contact for key clients and customers

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

• Possible future services, market and client needs

• Co-creation of client value propositions in collaboration with our hyperscaler partners, AWS, Salesforce, Microsoft and ServiceNow such as Databricks and Snowflake

• Ongoing benefits of hybrid working, near and offshore 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

Key metrics

Customer NPS; specific feedback on client engagements.

Suppliers and Partners

Why this relationship matters

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, Salesforce 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.

Their key priorities and expectations

• 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: 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

• Supplier performance monitoring

• Supplier charter commitments

• Partnering opportunities

• Joint development of AI powered customer service tools

Topics of engagement

• New technology and gen AI 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 cyber security standards across partner ecosystems to safeguard stakeholders

Outcomes and actions

Our Supplier Charter, which is available on our website, remains central to Capita’s approach to supplier relationships and sets out the standards and behaviours expected of suppliers, including acting ethically, providing safe working conditions, treating workers with dignity and respect, and operating in an environmentally responsible manner. The Group seeks to work with suppliers and partners that share its values and support delivery of its purpose to create better outcomes.

As part of its responsible business commitments, Capita manages and monitors a range of supply chain-related metrics, including sustainability performance, spend with SMEs, VCSEs and diverse-owned businesses, and modern slavery risk.

During the year, procurement governance and risk management arrangements were strengthened through the introduction of enhanced supplier due diligence and a new supplier risk assessment framework, supported by a centralised supplier relationship management platform. These controls improve visibility across the supplier lifecycle and support the identification, monitoring and mitigation of risks relating to human rights, modern slavery, ethical conduct and regulatory compliance.

During 2025, 97% of Group suppliers were paid within 60 days.

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

Percentage of supplier payments made within agreed terms; SME spend allocation; and supplier diversity profile.

Society

Why this relationship matters

Capita is a provider of key services to government impacting a large proportion of the population.

Their key priorities and expectations

Social value; community engagement; diversity, equity and inclusion; climate change; data privacy and security, AI, business ethics; accreditations and benchmarking; and

cost-of-living pressures.

How we engaged

• Membership of non-governmental organisations

• Charitable and community partnerships

• External accreditations and benchmarking

• Working with our partners, clients and suppliers

Topics of engagement

• Social value

• Workplace inequalities

• Diversity, equity & inclusion

• Data privacy and security

• AI and business ethics

• Climate change

• Community engagement

Section 172 statement (continued)

Outcomes and actions

Community engagement programme such as Social Shifters; Business in the Community’s Opening Doors campaign, a flagship initiative championing inclusive recruitment across UK workplaces. Listed on the Forbes Global list of top employers for women for the third consecutive year; our gender pay gap has improved by 11.10% since we began reporting. We achieved Onvero’s Gold Talent Inclusion and Diversity Evaluation (TIDE) Award, maintained a Disability Confident Employer (level 3) recognition across the Group and Armed Forces Covenant Gold Employer Recognition Award, received Carbon Disclosure Project (CDP) ranking of B, EcoVadis Committed badge and the Charities Trust’s Payroll Giving Platinum Quality Mark Award.

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 2025.

The results for the period are set out on page 15.

No dividend was paid or proposed during the period (2024: £nil).

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

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 provision remains in force as at the date of approving the Directors' report.

The Company made no political donations and incurred no political expenditure during the year (2024: £nil).

It is the Company’s policy to give full consideration to suitable applications for employment of disabled persons. Disabled employees are eligible to participate in all career development opportunities available to staff. Opportunities also exist for employees of the Company who become disabled to continue in their employment or to be retained in other positions within the Company.

The Company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information of matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

Details of number of employees and related costs can be found in note 17 to the financial statements.

KPMG LLP, having indicated its willingness to continue in office, will be deemed to be reappointed as auditor under section 487(2) of the Companies Act 2006.

The Company forms part of the Capita plc group. Capita plc shares have a premium listing on the main market of the London stock exchange and Capita plc is subject to the requirements of the UK Corporate Governance Code 2018 (the 'Code') published by the Financial Reporting Council.

The Company did not apply a corporate governance code during the year because its governance arrangements form part of the wider Group’s governance arrangements and are integrated into the management of the Group as a whole. Further details of the Group’s compliance to the Code are provided on pages 96-103 of Capita plc’s 2025 Annual Report.

Group’s Executive Team ('ExT'), led by the Chief Executive Officer of Capita plc, oversees its governance arrangements. Information about ExT members is available on the Capita plc's website https://www.capita.com/about-us/our-leadership. Decisions made by the Capita plc board and its committees, or by the ExT and its committees, are cascaded through the Group where applicable and the management of each division, led by its Executive Officer, is responsible for their implementation among unregulated businesses in their division. Board of directors of regulated entities within the Group have authority to make decisions autonomously, with risk committee oversight at a Group level. Quarterly performance reviews are conducted by the ExT with divisional management. These enable a two-way conversation to take place about business strategy, developments, and performance. The Directors of the Company remain responsible for all decisions affecting the Company’s operation.

The Company recognises the importance of its environmental responsibilities, monitors its impact on the environment, and designs and implements policies to reduce any damage that might be caused by it’s activities. The Company operates in accordance with Group policies, which are described in the Group’s 2025 Annual Report that does not form part of this report. Initiatives designed to minimise the Company’s impact on the environment include safe disposal of waste, recycling and reducing energy consumption.

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 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 the profit or loss of the Company 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;

•     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.

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.

As far as each person who was a Director at the date of approving this report is aware, there is no relevant audit information, being information needed by the auditor in connection with preparing its report, of which the Company's auditor is unaware. Having made enquiries of fellow directors and the Company's auditor, each director has taken all the steps they might reasonably be expected to take 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.

We have audited the financial statements of Capita Shared Services Limited (“the Company”) for the year ended 31 December 2025 which comprise the Income Statement, Balance Sheet, Statement of changes in equity and related notes, including the accounting policies in note 1.

In our opinion the financial statements:

•     give a true and fair view of the state of the Company’s affairs as at 31st December 2025 and of its loss for the year then ended;

•     have been properly prepared in accordance with UK accounting standards, including ; and

•     have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.

Going concern

The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern from the date of approval of the financial statements to 30 June 2027 (“the going concern period”).

We used our knowledge of the Company, its industry, and the general economic environment to identify the inherent risks to its business model and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period.

The risk that we considered most likely to adversely affect the Company’s available financial resources over this period was the extent to which the Company is reliant on the wider group headed by Capita plc (“the Group”), which is driven by the following factors:

• The Company’s participation in the Group’s notional cash pooling arrangements;

• The significant level of intercompany receivables from fellow Group undertakings;

• The level of administrative support services received from the Group;

• The Company receives revenue from other Group entities or key contracts that may be terminated in the event of default by the Group; and

• The Company forms part of a group of subsidiary companies owned directly or indirectly by Capita plc, each of which guarantee the obligations under certain funding arrangements of Capita plc.

We considered whether this risk could plausibly affect the liquidity in the going concern period. Our procedures included:

• Critically assessing the downside scenarios considered by the Directors against our understanding the Group and the sector in which it operates;

• Examining Capita plc’s financial statements, including the going concern disclosures and details of the Group’s other credit facilities.

We considered whether the going concern disclosure in note 1.1 to the financial statements gives a full and accurate description of the directors’ assessment of going concern, including the identified risks and dependencies.

Our conclusions based on this work:

• we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate;

• we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for the going concern period; and

• we found the going concern disclosure in note 1.1 to be acceptable.

However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation.

Fraud and breaches of laws and regulations – ability to detect

Identifying and responding to risks of material misstatement due to fraud

To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:

• Enquiring of directors Company’s high-level policies and procedures to prevent and detect fraud, as well as whether they have knowledge of any actual, suspected or alleged fraud.

• Reading Board minutes.

• Considering remuneration incentive schemes and performance targets for management and, directors.

• Using analytical procedures to identify any unusual or unexpected relationships.

We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.

As required by auditing standards, and taking into account possible pressures to meet profit targets and our overall knowledge of the control environment, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries and the risk of bias in accounting estimates and judgements.

On this audit we do not believe there is a fraud risk related to revenue recognition because there is limited judgement involved in revenue recognition and limited incentive for management to manipulate revenue recognition, as the majority of the Company’s revenue arises through intragroup transactions.

We did not identify any additional fraud risks.

We performed procedures including:

• Identifying journal entries and other adjustments to test based on risk criteria and comparing the identified entries to supporting documentation. These included those posted by senior finance management and those posted to unusual accounts pairing.

• Assessing whether the judgements made in making accounting estimates are indicative of a potential bias.

Identifying and responding to risks of material misstatement related to compliance with laws and regulations

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and others management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations.

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety, data protection laws, corruption, anti-bribery, employment law social security law, regulatory capital and liquidity and certain aspects of company legislation recognising the nature of the Company’s activities and its legal form. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

Context of the ability of the audit to detect fraud or breaches of law or regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.

In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

Strategic report and directors' report

The directors are responsible for the strategic report and the directors’ report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon.

Our responsibility is to read the strategic report and the directors’ report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:

• we have not identified material misstatements in the strategic report and the directors’ report;

• in our opinion the information given in those reports for the financial year is consistent with the financial statements; and

• in our opinion those reports have been prepared in accordance with the Companies Act 2006.

Under the Companies Act 2006 we are required to report to you if, in our opinion:

•     adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

•     the financial statements are not in agreement with the accounting records and returns; or

•     certain disclosures of directors’ remuneration specified by law are not made; or

•     we have not received all the information and explanations we require for our audit.

We have nothing to report in these respects.

As explained more fully in their statement set out on page 9, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; 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; assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using 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.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.

The purpose of our audit work and to whom we owe our responsibilities

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.

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

The notes and information on pages 19 to 44 form an integral part of these financial statements.

The notes and information on pages 19 to 44 form an integral part of these financial statements.

The balance classified as share capital is the nominal proceeds on issue of the Company's equity share capital, comprising 2 ordinary shares of £1 each.

Net profits/(losses) accumulated in the Company.

The notes and information on pages 19 to 44 form an integral part of these financial statements.

Capita Shared Services Limited is a private company limited by shares incorporated in England and Wales. The registration number is 13497834 and its 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 Directors' report.

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 2025, the Company’s Directors (‘the Directors’) are required to consider whether the Company can continue in operational existence for the foreseeable future. The Directors have concluded that it is appropriate to adopt the going concern basis, having undertaken a rigorous assessment 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. The Directors have considered the period from the date of approval of these financial statements to 30 June 2027 (‘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 2026-2028 for the Company which have been subject to review and challenge by management and the Directors. The Directors have approved the projections.

Inter-dependencies with other entities in the group headed by Capita plc ('the Group')

The Directors’ 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:

• provision of certain services, such as administrative support services and should the Group be unable to deliver these services, the Company would have difficulty in continuing to trade;

• participation in the Group’s notional cash pooling arrangements, of which £58k was held at 31 May 2026. 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;

• recovery of receivables of £23,687k from fellow Group companies as of 31 May 2026. If these receivables are not able to be recovered when forecast by the Company, then the Company may have difficulty in continuing to trade;

• revenue from other Group entities and/or key contracts that may be terminated in the event of a default by the Group;

• the Company forms part of a group of subsidiary companies owned directly or indirectly by Capita plc each of which guarantee the obligations under certain funding arrangements of Capita plc and Capita Holdings Limited (refer to note 21); and

• additional funding that may be required if the Company suffers potential future losses.

Despite the Company being in a net current liability and is loss making the ultimate parent company, Capita plc, has indicated 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 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.

Basis of preparation (continued)true

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 company as disclosed in its most recent consolidated financial statements, being for the year ended 31 December 2025.

Ultimate parent company – 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 consolidated financial statements at 31 December 2025. These consolidated financial statements were approved by the Board on 9 March 2026 and are available on the Group’s website (www.capita.com/investors). Below is a summary of the position at 9 March 2026:

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 consolidated financial statements. The Board has considered the period from the date of approval of the consolidated financial statements to 30 June 2027, 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 2026-2028 business plan as approved by the Board in March 2026.

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 (with no need for future refinancing of these repayments). The most material sensitivities to the base case are the risk of not delivering the planned revenue growth.

The base case projections used for going concern assessment purposes reflect business disposals completed up to the date of approval of the consolidated financial statements. The base case financial forecasts demonstrate liquidity headroom and compliance with all debt covenant measures throughout the going concern period to 30 June 2027.

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;

• •    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 unexpected one-off incidents.

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, substantially reducing (or removing in full) bonus and incentive payments, reducing discretionary spend and reduction or delay in capital investment. 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 30 June 2027.

Adoption of going concern basis in the Group financial statements:

Reflecting the forecasts, coupled with the Board’s ability to implement appropriate mitigations should the severe but plausible downside materialise, the Group continued to adopt the going concern basis in preparing the 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 30 June 2027.

The directors have also made enquiries with the directors of the ultimate parent undertaking to understand the performance of the Group, and to confirm that they are not aware of any events or circumstances since 9 March 2026 that would change their conclusion in regard to the going concern basis for the Group and ultimate parent undertaking.

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 30 June 2027. Consequently, the financial statements have been prepared on the going concern basis.

The Company forms part of a group of subsidiary companies owned directly or indirectly by Capita plc each of which guarantee the obligations under certain funding arrangements of Capita plc and Capita Holdings Limited. These funding arrangements are: Capita plc's principal bank credit facilities, and private placement loan notes issued by both Capita plc and Capita Holdings Limited. These arrangements are subject to ongoing compliance with covenants that include the Group’s maximum ratio of adjusted net debt to adjusted EBITDA and minimum interest cover. The covenant threshold tests are required to be carried out twice a year and the Group was in compliance with all debt covenants.

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 UK-adopted International Accounting Standards ('UK-IFRSs') and the Disclosure and the Transparency Rules of the UK's Financial Conduct Authority. These 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;

•     Disclosures in respect of transactions with wholly owned subsidiaries;

•     Disclosures in respect of capital management;

•     The effects of new but not yet effective IFRSs;

•     Certain disclosures as required by IFRS 15 ;

•     Disclosures in respect of the compensation of key management personnel; and

•     Disclosures as required by IFRS 16 Leases.

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 IFRS 2 in respect of Group settled share based payments;

•     Certain disclosures required by IAS 36 in respect of the impairment of goodwill, indefinite life intangible assets and investment in subsidiaries;

•     Certain disclosures required by IFRS 3 in respect of business combinations undertaken by the Company, including a comparative period reconciliation of goodwill; and

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

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.

Revenue is earned within UK. The revenue and profits recognised in any period are based on the delivery of performance obligations and an assessment of when control is transferred to the customer.

Transactional (Point in time) contracts

The Company delivers a range of goods or services that are transactional services for which revenue is recognised at the point in time when control of the goods or services has transferred to the customer. This may be at the point of physical delivery of goods and acceptance by a customer or when the customer obtains control of an asset or service in a contract with customer-specified acceptance criteria.

Principal versus agent

The Company has arrangements with some of its customers whereby it needs to determine if it acts as a principal or an agent as more than one party is involved in providing the goods and services to the customer. The Company acts as a principal if it controls a promised good or service before transferring that good or service to the customer. The Company is an agent if its role is to arrange for another entity to provide the goods or services. Factors considered in making this assessment are most notably the discretion the Company has in establishing the price for the specified good or service, whether the Company has inventory risk and whether the Company is primarily responsible for fulfilling the promise to deliver the service or good.

This assessment of control requires judgement in particular in relation to certain service contracts. An example is the provision of certain recruitment services where the Company may be assessed to be agent or principal dependent upon the facts and circumstances of the arrangement and the nature of the services being delivered.

Where the Company is acting as a principal, revenue is recorded on a gross basis. Where the Company is acting as an agent, revenue is recorded at a net amount reflecting the margin earned.

Deferred and accrued income

The Company's customer contracts include a diverse range of payment schedules dependent upon the nature and type of goods and services being provided. This can include performance-based payments or progress payments as well as regular monthly or quarterly payments for ongoing service delivery. Payments for transactional goods and services may be at delivery date, in arrears or part payment in advance.

Where payments made to date are greater than the revenue recognised to date at the period end date, the Company recognises a deferred income contract liability for this difference. Where payments made are less than the revenue recognised at the period end date, the Company recognises an accrued income contract asset for this difference.

At each reporting date, the Company assesses whether there is any indication that accrued income assets may be impaired by considering whether the revenue remains highly probable that no revenue reversal will occur. Where an indicator of impairment exists, the Company makes a formal estimate of the asset’s recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

Following initial recognition, goodwill is stated at cost less any accumulated impairment losses. Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.

At the acquisition date, any goodwill acquired is allocated to the cash-generating units ('CGU') which are expected to benefit from the combination’s synergies. Impairment is determined by assessing the recoverable amount of the CGU to which the goodwill relates. Where the recoverable amount of the CGU is less than the carrying amount, an impairment loss is recognised. Where goodwill forms part of a CGU and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in these circumstances is measured on the basis of the relative values of the operation disposed of and the portion of the CGU retained.

Intangible assets are valued at cost less accumulated amortisation and any accumulated impairment losses. The amortisation method used reflects the expected pattern of consumption of future economic benefits and is generally amortised on a straight-line basis over their estimated useful life, which is typically 3 to 10 years. In the case of capitalised software development costs, research expenditure is written off to the income statement in the period in which it is incurred.

Development expenditure is written off in the same way unless and until the Company is satisfied as to the technical, commercial and financial viability of individual projects. In these cases, the development expenditure is capitalised and amortised over the period during which the Company is expected to benefit.

Intangible assets are derecognised upon disposal, or when no future economic benefits are expected to arise from the continued use of the asset (retired). Any gain or loss arising on derecognition of the asset, calculated as the difference between the net disposal proceeds and the carrying value of the asset, is included in the income statement when the asset is derecognised.

The carrying values of intangible assets are reviewed for impairment if events or changes in circumstance indicate that the carrying value may not be recoverable, and are written down immediately to their recoverable amount. Useful lives and residual values are reviewed annually and where adjustments are required these are made prospectively.

Property, plant and equipment other than freehold land are stated at cost less accumulated depreciation and any impairment in value. Freehold land is not depreciated.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

An item of property, plant and equipment is derecognised on disposal, or when no future economic benefits are expected to arise from the continued use of the asset (retired). Any gain or loss arising on derecognition of the asset, calculated as the difference between the net disposal proceeds and the carrying value of the asset, is included in the income statement when the asset is derecognised.

At each balance sheet date, the Company assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Company makes a formal estimate of the asset's recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. The recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs to sell and its value in use is determined by discounting the expected future cash flows at a pre-tax rate that reflects risks specific to the liability.

Investments and other financial assets

Classification

The Company classifies its financial assets in the following measurement categories:

•     those to be measured subsequently at fair value (either through other comprehensive income ('OCI') or through profit or loss); and

•     those to be measured at amortised cost.

The classification depends on the Company’s business model for managing the financial assets and the contractual terms of the cash flows.

Recognition, measurement and derecognition

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss ('FVPL'), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed to the income statement.

Financial instruments with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Purchases and sales of financial instruments are recognised on their trade date (i.e., the date the Company commits to purchase or sell the instrument). Financial instruments are derecognised when the rights to receive/pay cash flows from the financial instrument have expired or have been transferred such that the Company has transferred substantially all risks and rewards of ownership.

Impairment

The Company assesses, on a forward-looking basis, the expected credit losses associated with its financial instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

Derivative financial instruments and hedging

Derivative financial instruments

Derivative financial instruments are recognised at fair value. The gain or loss on remeasurement to fair value is recognised immediately in profit or loss. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged (see next page).

Financial instruments (continued)

Cash flow hedges

Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecast transaction, the effective part of any gain or loss on the derivative financial instrument is recognised directly in the hedging reserve (OCI). Any ineffective portion of the hedge is recognised immediately in the income statement.

When the forecast transaction subsequently results in the recognition of a non-financial item (including a non-financial item that becomes a firm commitment for which fair value hedge accounting is applied – see below), the associated cumulative gain or loss is removed from the hedging reserve and is included in the initial carrying amount of the non-financial asset or liability.

For all other hedged forecast transactions, the associated cumulative gain or loss is reclassified to the income statement in the same period or periods during which the hedged expected future cash flows affects profit or loss.

When the hedging instrument is sold, expires, is terminated or exercised, or the entity revokes designation of the hedge relationship but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in equity and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in equity is recognised in the income statement immediately.

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.

The Company monitors the level of trade receivables on a monthly basis, continually assessing the risk of default by any counterparty. Each customer has an external credit score which determines the level of credit provided.

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.

Cash and cash equivalents

Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with original maturities of three months or less that are readily convertible in to known amounts of cash and which are subject to an insignificant risk of change in value. Bank overdrafts are shown within current financial liabilities.

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 within the Group 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.

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, reductions are reversed when the probability of future taxable profits improves.

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.

Provisions are recognised when the Company has a present legal or constructive obligation arising from past events, it is probable that cash will be paid to settle it, and the amount can be estimated reliably.

If the effect of the time value of money is material, provisions are discounted using the yield on government bonds which have a similar timing and currency of cash flows to the provision being discounted. Where required adjustments are made to the yields to reflect the risks specific to the cash flows being discounted. The unwinding of the discount is recognised as a financing cost in the income statement.

The value of the provision is determined based on assumptions and estimates in relation to the amount, timing and likelihood of actual cash flows, which are dependent on future events. Where no reliable basis of estimation can be made, no provision is recorded. However, contingent liabilities disclosures are given when there is a greater than remote probability of outflow of economic benefits.

On an ongoing basis, management monitor provisions and their accurate estimation when compared to final outcomes.

The Company participates in a number of defined contribution pension schemes where contributions are charged to the profit and loss account in the year in which they are due. The schemes are funded and contributions are paid to separately administered trust funds. The assets of the schemes are held separately from the Company. The Company remits monthly pension contributions to Capita Business Services Ltd, a fellow subsidiary company, which pays the group liability centrally. Any unpaid contributions at the year-end have been accrued in the accounts of Capita Business Services Ltd.

In addition, the Company participates in a number of defined benefit pension schemes which require contributions to be made to separate trustee-administered funds.

Where the Company participates in public sector defined benefit pension schemes, this is for a finite period. In such cases, either there are contractual protections in place to limit the financial risks to the Company of the membership of these schemes by its employees, or due to materiality levels, the pension costs are reported on a defined contribution basis recognising a cost equal to its contribution payable during the period. (See Note 18)

The Company also has employees who are members of the Group’s main defined benefit pension scheme (“HPS”). The Company has current employees who continue to accrue benefits in the HPS.

As there is no contractual agreement or stated group policy for charging the net defined benefit cost of the HPS to participating entities, the net defined benefit cost of the HPS is recognised fully by the Principal Employer (Capita Business Services Ltd). The Company then recognises a cost equal to its contribution payable for the period.

The contributions payable by the participating entities are determined on the following basis:

•     The HPS provides benefits on a defined benefit basis funded from assets held in a separate trustee-administered fund.

•     The HPS is a non-segregated scheme with around 200 different sections in the scheme where each section provides benefits on a particular basis (some based on final salary, some based on career average earnings) to particular groups of employees.

•     At each full actuarial valuation of the HPS (carried out triennially), the contribution rates for those sections containing active members are calculated. These are then rationalised such that sections with similar employer contribution rates (when expressed as a percentage of pensionable pay) are grouped together and an average employer contribution rate for each of the rationalised groups calculated.

•     The Company's contribution is consequently calculated by applying the appropriate average employer contribution rates to the pensionable pay of its employees participating in the HPS.

A full actuarial valuation of the HPS is carried out every three years by an independent qualified actuary for the Trustee of the HPS, with the last full valuation carried out as at 31 March 2023. The next full actuarial valuation is due to be carried out with an effective date of 31 March 2026.

The Company participates in various share option and sharesave schemes operated by Capita plc, the ultimate parent company. Details of these schemes are contained in the Group's annual report.

The fair value of the equity instrument granted is measured at grant date and is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. Fair value is determined using an option pricing model, only taking into account vesting conditions linked to the price of the shares of the Company (market conditions).

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied.

At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expired and management’s best estimate of the achievement or otherwise of non-market conditions, the number of equity instruments that will ultimately vest or, in the case of an instrument subject to a market condition, be treated as vesting as described above. The movement in cumulative expense, attributable to the Company, since the previous balance sheet date is recognised in the income statement and settled with Capita plc, the ultimate parent company.

In accordance with IFRS 2, share option awards of the ultimate parent Company’s equity instruments in respect of settling grants to employees of the Company are disclosed as a charge to the profit and loss account and a credit to equity. The Company’s policy is to reimburse its ultimate parent Company through the intercompany account for charges that are made to it. Hence the credit to equity has been eliminated, rather reflecting a credit to inter-Company which better describes the underlying nature of the transaction.

The Company leases comprise land and buildings.

The determination whether an arrangement is, or contains, a lease is based on whether the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration. At the inception of the lease, the Company recognises a right-of-use asset at cost, which comprises the present value of minimum lease payments determined at the inception of the lease. Right-of-use assets are depreciated using the straight-line method over the shorter of estimated useful life or the lease term.

Depreciation is included within administrative expenses in the income statement. Amendment to lease terms resulting in a change in payments or the length of the lease results in an adjustment to the right-of-use asset and liability. Right-of-use assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be fully recoverable. Right-of-use assets exclude leases with low value and terms of twelve months or less.

Leases (continued)

The Company as a lessee - Right-of-use assets and lease liabilities

The Company recognises lease liabilities where a lease contract exists and right-of-use assets representing the right to use the underlying leased assets. At lease commencement date, the Company recognises lease liabilities measured at the present value of the lease payments to be made over the lease term.

In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, over a similar term and with a similar security, the funds necessary to acquire an asset of a similar value to the right-of-use asset in a similar economic environment. Incremental borrowing rates are determined monthly and depend on the term, currency and start date of the lease. The incremental borrowing rate is determined based on a series of inputs including: the risk-free rate based on swap market data; a credit risk adjustment; and an entity-specific adjustment. The lease liability is subsequently remeasured (with a corresponding adjustment to the related right-of-use asset) when there is a change in future lease payments due to a renegotiation or market rent review, a change of an index or rate or a reassessment of the lease term.

Lease payments are apportioned between a finance charge and a reduction of the lease liability based on the constant interest rate applied to the remaining balance of the liability. Interest expense is included within net finance costs in the income statement. Lease payments comprise fixed payments, including in-substance fixed payments such as service charges and variable lease payments that depend on an index or a rate, initially measured using the minimum index or rate at inception date. The payments also include any lease incentives and any penalty payments for terminating the lease, if it is anticipated that the Company will exercise that option.

The lease term determined comprises the non-cancellable period of the lease contract. Periods covered by an option to extend the lease are included if the Company has reasonable certainty that the option will be exercised, and periods covered by an option to terminate are included if it is reasonably certain that this will not be exercised.

The Company has elected to apply the practical expedient in IFRS 16 paragraph 15 not to separate non-lease components such as service charges from lease rental charges.

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Transactions in foreign currencies are recorded at the rate of exchange ruling at the date of the transaction. All foreign exchanges gains/losses are recognised in the income statement.

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.

The preparation of financial statements in conformity with generally accepted 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 Director's 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 is in relation to recognition and recoverability of deferred taxation. In determining the recognition of deferred tax (refer note 6), management assess the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax assets are recognised to the extent that taxable temporary differences exist, and it is considered probable that future taxable profits will be available against which the assets can be utilised before their expiry. The availability of future profits must be assessed against forecasts and other supporting evidence. This determination of future forecasts is based on management’s judgement. It requires judgement regarding whether future profit forecasts are considered ‘more likely than not' as supporting evidence for deferred tax asset recognition.

The total revenue of the Company for the year has been derived from its principal activity wholly undertaken in the United Kingdom.

Audit fees are borne by the ultimate parent company, Capita plc. The audit fee for the current period was £51.5k (2024: £50k). The Company has taken advantage of the exemption provided by regulations 6(2)(b) of The Companies (Disclosure of Auditor Remuneration and Liability Limitation Agreements) Regulations 2008 not to provide information in respect of fees for other (non-audit) services as this information is required to be given in the Group accounts of the ultimate parent company, which it is required to prepare in accordance with the Companies Act 2006.

Mark to market gain/(loss) on forward contracts pertains to back-to-back arrangement. The Company has entered into internal hedges with its parent, Capita plc, in accordance with the Group’s risk management strategy. The Company does not have a direct relationship with third-party banks and is not party to the external derivatives but hedges its foreign exchange exposure through back-to-back arrangements with Capita plc. As a result of this arrangement Capita plc recognises a financial asset/liability in its balance sheet in respect of the fair value of the external derivative instrument and an equal, separate, and opposing intercompany balance with the Company in respect to the back-to-back arrangement.

The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:

In accordance with the stated accounting policy for taxation in note 1.11 to the financial statements, the utilisation and recognition of a deferred tax asset is dependent on the existence of sufficient future taxable profits. As at 31 December 2025, based on forecast profits, the Company has concluded in line with the stated policy that no deferred tax asset should be recognised in respect of gross fixed asset timing differences of £29,900k (2024: £31,326k).

*Other movements include modifications to the lease

Amounts due from Group companies are repayable on demand and are not chargeable to interest, except for amount due from Capita plc of £nil as at 31 December 2025 (2024: £7,963k), on which interest is charged as per the prevailing Bank of England rates plus a margin.

Amounts due from Group companies includes £nil (2024: £271k) arising from the back to back hedging arrangement undertaken with the Company's parent Capita plc.

The Group undertook a review of the funding structure of its key subsidiaries during the second half of the year. Following this review, £24k of the Company’s receivables due from other Group companies were reclassified from current to non‑current. These balances remain repayable on demand, together with any accrued interest; however, based on the conclusions of the review undertaken, there is no longer the expectation that the Company will realise these amounts within twelve months of the balance sheet date.

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

Amounts due to Group companies includes receivable of £4,263k (2024: £nil) arising from the back to back hedging arrangement undertaken with the Company's parent Capita plc.

Lease liabilities are classified based on the amounts that are expected to be settled within the next twelve months and after more than twelve months from the reporting date, as follows:

The Company is required to perform repairs on leased properties prior to the properties being vacated at the end of their lease term. Dilapidations for such costs are made where legal obligation is identified and the liability can be reasonably quantified.

Cost reduction provision relates to unavoidable running costs of leasehold properties (such as insurance and security) and dilapidation provisions, where properties are exited as a result of the cost reduction programme.

The Company is exposed to claims arising in the ordinary course of business. These matters are reassessed regularly and where obligations are probable and estimable, provisions are made representing the Group’s best estimate of the expenditure to be incurred. Due to the nature of these claims, the Company cannot give an estimate of the period over which this provision will unwind.

In 2024, the Company issued 1 ordinary share of £1 each to Capita plc.

The average monthly number of employees during the year were:

Their aggregate remuneration comprised:

The above includes payroll costs for temporary staff as well as recharges to other Group entities in respect of various services provided by the Company throughout the year.

The Company participates in both defined benefit and defined contribution pension schemes.

The pension charge for the defined contribution pension schemes for the year is £4,473k (2024: £4,689k). The pension charge excludes pension contributions paid by the Company on behalf of employees via a salary sacrifice arrangement.

Public sector defined benefit pension scheme

For the public sector defined benefit pension schemes which the Company participates in, this is for a finite period.

Where there are contractual protections in place, this allows actuarial and investment risk to be passed on to the end customer via recoveries for contributions paid. The nature of these arrangements vary from contract to contract but typically allows for the majority of contributions payable to the schemes in excess of an initial rate agreed at the inception to be recovered from the end customer, as well as exit payments payable to the schemes at the cessation of the contract (where applicable), such that the Company’s net exposure to actuarial and investment risk is immaterial.

Where there are no, or limited, contractual protections in place, on materiality grounds, the Company has not assessed its exposure to actuarial and investment risk. However, to provide context, the latest full actuarial valuation carried out as at 31 March 2025 by the scheme’s actuary showed assets of £780k and funding liabilities of £657k in respect of the three individuals associated with this scheme (where one is still accruing benefits). During 2025, the Company was required to pay 23.3%pa of pensionable pay in respect of its active members. This will decrease to 20.5%pa of pensionable pay with effect from 1 April 2026. It is considered that the net risk to the Company from this defined benefit arrangement is not material.

Therefore, the costs in relation to all of the above schemes are reported on a defined contribution basis recognising a cost equal to its contribution payable during the period. No amounts are recognised on the Company’s balance sheet.

The pension charge for these public sector defined benefit pension schemes is included in the above pension charge for the defined contribution pension schemes.

HPS

The Company has current and former employees who are members of the Group’s main defined benefit pension scheme (“HPS”). The Company has current employees who continue to accrue benefits in the HPS.

The pension charge for the Company in relation to the HPS for the year was £418k (2024: £528k).

A full actuarial valuation of the HPS is carried out every three years by an independent qualified actuary for the Trustee of the HPS, with the last full valuation carried out as at 31 March 2023. Amongst the main purposes of the valuation is to agree a contribution plan such that the pension scheme has sufficient assets available to meet future benefit payments, based on assumptions agreed between the Trustee of the HPS and the Principal Employer (Capita Business Services Ltd, a fellow subsidiary company). The 31 March 2023 valuation showed a funding surplus of £51.4m (31 March 2020: funding deficit of £182.2m). This equates to a funding level of 105% (31 March 2020: 89%).

Given the funding position of the HPS, the Principal Employer and the Trustee of the HPS agreed that no further deficit recovery contributions from the Principal Employer were required other than those already committed1 as part of the 31 March 2020 actuarial valuation. The Principal Employer paid all the outstanding deficit contributions in 2024. There are no further agreed deficit contributions to be paid at this time.

Finally, the Principal Employer agreed an average employer contribution rate of 23.6% of pensionable salary towards the expected cost of benefits accruing.

The next full actuarial valuation is due to be carried out with an effective date of 31 March 2026.

For the purpose of the consolidated accounts of Capita plc, an independent qualified actuary projected the results of the 31 March 2023 full actuarial valuation to 31 December 2025 taking into consideration the relevant accounting requirements.

The principal assumptions for the accounting valuation as at 31 December 2025 were as follows: rate of increase in RPI/CPI price inflation – 2.90% pa/2.40% pa (2024: 3.10% pa/2.55% pa); rate of salary increase – 2.90% pa (2024: 3.10% pa); rate of increase for pensions in payment (where RPI inflation capped at 5% pa applies) – 2.80% pa (2024: 2.95% pa); discount rate – 5.55% pa (2024: 5.50% pa).

The HPS assets at fair value as at 31 December 2025 totalled £1,024.6m (2024: £1,034.4m). The actuarially assessed value of HPS liabilities as at 31 December 2025 was £994.5m (2024: £995.1m) indicating that the HPS had a net asset of £30.1m (2024: £39.3m). These figures are quoted gross of deferred tax. The full disclosure is available in the consolidated accounts of Capita plc.

For the purpose of these accounts, the Company’s interest in the HPS is reported on a defined contribution basis recognising a cost equal to its contributions payable during the period.

1.These include additional, non-statutory, contributions to meet a secondary funding target with the objective of having sufficient assets to invest in a portfolio of low-risk assets with a low dependency covenant that will generate income to pay members’ benefits as they fall due.

During the year the Company entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

Two Directors (2024: One), who provided qualifying services on the Company’s affairs, was paid by another entity within Capita Group, and no remuneration has been allocated to the Company but is disclosed above. In addition, the Director of the Company was reimbursed for the expenses incurred by them whilst performing business responsibilities. The other Director have not provided qualifying services to the Company and is paid by the other Company within the Capita Group. The Company has estimated that allocation of the qualifying services that this Group based Director provided to the Company is inconsequential.

The number of directors for whom retirement benefits are accruing under defined benefit contribution schemes amounted to two (2024: zero). The number of directors who exercised share options during the year was three (2024: zero).

The Company forms part of a group of subsidiary companies to Capita plc which guarantee the obligations of the core funding arrangements of Capita group. These are: Capita plc’s principal bank facilities, issued by Capita plc, and US private placement loan notes issued by Capita Holdings Limited and Capita plc.

At 31 December 2025, the revolving credit facility (RCF) commitment was £250.0m (31 December 2024: £250.0m). The RCF expires on 31 December 2027 and was not drawn upon at 31 December 2025 (31 December 2024: undrawn).

At 31 December 2025, the total exposure under guarantees provided in connection with US private placement notes, undertaken for the benefit Capita plc and other subsidiary undertakings was £266.4m (2024: £269.3m).

At 31 December 2025, the Company has provided, through the normal course of its business, performance bonds and bank guarantees of £nil (2024: £12.4m).

The Company also forms part of a cross-guarantee in respect of the overdrafts of its fellow subsidiary companies under a notional cash-pool bank arrangement.

In February 2026, Capita plc entered into a £75m additional committed financing facility, with a subset of the existing lenders and terms consistent with the existing RCF.

In June 2026, Capita plc refinanced its revolving credit facility, securing a £325m facility with a maturity date of June 2029, including two one-year extension options. Upon entering the revolving credit facility, the subsequent £75m additional committed financing facility was cancelled.  

In March 2026, the Group agreed to sell its private sector contact centre business. This transaction unlocks a material overhead reduction as further complexity is removed from the Group. Actions are being taken to deliver annualised savings of £40m across the Group, to be delivered across 2026 and 2027 and the anticipated associated cash cost to achieve these savings is £20m. The Company is expected to contribute towards the delivery of these savings and therefore incur an element of the cost to achieve these.

There are no other significant adjusting or non adjusting events which have occurred after the reporting period.