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

Capita Holdings Limited ('the Company') is a wholly owned subsidiary of Capita plc. Capita plc, along with all its subsidiaries' is hereafter referred as 'the Group'.

The principal activity of the Company is that of an investment holding company. The Company holds the majority of the Group’s Private Placement Loan Notes and manages finance risk for the general corporate purposes of the Group. To manage interest rate and currency risk, the Company, via its parent Capita plc, has entered into financial derivatives contracts with banks which comprise interest rate swaps, cross-currency interest rate swaps, and forward foreign currency contracts. During the year, there have been no significant changes in the principal activities of the Company. Further, 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 14, the Company's loss before tax increased from £331,314,000 in 2024 to £465,653,000 in 2025 primarily due to decrease in investment income partially offset by reduction in impairment charge and net finance cost.

The balance sheet on pages 16 to 17 of the financial statements shows the financial position at the year end. Net assets of £27,737,000 in 2024 have moved to a net liability position of £161,718,000 in 2025 primarily due to the loss incurred during the year. This was partially offset by a capital contribution received from its parent Company as part of a debt restructuring arrangement entered into during the year.

On 26 March 2026, the Group agreed to sell its private sector contact centre business to Inspirit Capital for £1 with £6.5m cash retained in the business upon completion for normal working capital purposes. In addition, there is potential contingent consideration payable to the Group up to a cap of £61.5m, expected to be paid in 2027 and 2028; with £50.0m based on future financial performance of the disposed business and £11.5m based on cash availability. The sale is expected to be completed in June 2026, subject to regulatory approvals.

The Company’s direct investments in Capita Customer Management Limited and Capita Customer Services AG forms part of the sale perimeter, and the Company will receive £1, with potential contingent consideration payable to the Company of up to £52.0m expected to be paid in 2027 and 2028 of which £40.5m is based on future financial performance of the disposed investment and £11.5m based on cash availability. Accordingly, the investments in Capita Customer Management Limited and Capita Customer Services AG were impaired in full by £229,186,000 and £77,486,000 as at 31 December 2025 in advance of their planned disposal.

Details of the amounts owed by/to its parent company and fellow subsidiary companies are shown in notes 10 and 13 to the financial statements.

The Company has not identified any key performance indicators due to the nature of its operations as an investment holding company and as described in the business review above.

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, and loans to subsidiary companies, accordingly principal risks of the Company relate to its inability to recover the carrying value of its investments and loans due to adverse conditions in markets where its subsidiaries operate.

The principal risks for the Company are: 

AI adoption and governance

Strategic and operational exposure from inadequate AI adoption and governance.

Financial stability and resilience

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.

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.

Section 172 Statement (Continued)

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

• 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

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.

Section 172 Statement (Continued)

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.

Section 172 Statement (Continued)

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, suppliers and the Cabinet Office

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 year are set out on page 14.

The Company has not paid or proposed any interim or final dividend during the year (2024: £nil).

The Directors who held office during the year 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. This qualifying third party indemnity 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).

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 Directors are responsible for preparing the Strategic report, the Directors’ report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with United Kingdom ('UK') accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of its profit or loss for that period. In preparing these financial statements, the Directors are required to:

•     select suitable accounting policies and then apply them consistently;

•     make judgements and estimates that are reasonable and prudent;

•     state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

•     assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information.

So 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 he/she might reasonably be expected to take as a director to make himself/herself 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 Holdings Limited (“the Company”) for the year ended 31 December 2025 which comprise the Income Statement, Statement of Comprehensive Income, 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 31 December 2025 and of its loss for the year then ended;

•     have been properly prepared in accordance with UK accounting standards, including FRS 101 ; 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”).

In our evaluation of the directors’ conclusions, we considered the inherent risks to the Company’s business model and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period.

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.

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 and inspection of policy documentation as to the Capita plc’s policies and procedures to prevent and detect fraud that apply to this group company as well as enquiring whether the directors have knowledge of any actual, suspected or alleged fraud.

As required by auditing standards, 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 such as investment impairment assumptions. On this audit we do not believe there is a fraud risk related to revenue recognition because income for the year is related to a small number of intercompany dividends, taking into consideration the nature of the Company as an intermediate holding company with no trading relationships outside of the Capita group.

We did not identify any additional fraud risks.

In determining the audit procedures we took into account the results of our evaluation and testing of the operating effectiveness of the Company-wide fraud risk management controls. 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 postings with keywords indicating frauds, posting of round numbers for estimation at period end, journal posted by leavers after their leaving dates, those posted by senior finance management, those posted and approved by the same user and those posted to unusual accounts.

• Assessing significant accounting estimates for 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 through discussion with the directors (as required by auditing standards), and discussed with the directors the policies and procedures regarding compliance with laws and regulations.

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.

This company, as a holding company, is not subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements.

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 40 form an integral part of these financial statements.

The notes and information on pages 19 to 40 form an integral part of these financial statements.

The notes and information on pages 19 to 40 form an integral part of these financial statements.

The nominal proceeds on issue of the Company's equity share capital, comprising one ordinary share of £1.

Cash flow hedging reserve

This reserve records the portion of the gain or loss on a hedging instrument in a cash flow that is determined to be an effective hedge.

Net profits/(losses) accumulated in the Company after dividends are paid. During the year, the Company received a capital contribution of £250,000,000 from its parent Company, on account of a debt restructuring arrangement.

The notes and information on pages 19 to 40 form an integral part of these financial statements.

Capita Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is First Floor, 2 Kingdom Street, Paddington, London, England, W2 6BD. The Company's principal activities and nature of its operations are disclosed in the Strategic report.

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 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. 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-dependency 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 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 £67,000 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 £15,763,000 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;

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

• 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; 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 and the Company (refer to note 1.2 and 20).

Despite the Company being in a net liability position and loss making, 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 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)

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 the year 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 the Company. These funding arrangements are: Capita plc's principal bank credit facilities, and private placement loan notes issued by both Capita plc and the Company. These arrangements are subject to ongoing compliance with covenants that include the Group’s maximum ratio of adjusted net debt to adjusted Earnings Before Interest, Tax, Depreciation and Amortisation (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 financial statements. The consolidated financial statements are prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and with UK-adopted International Financial Reporting Standards ('UK-IFRSs') and the Disclosure and 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;

• Comparative period reconciliations for share capital;

• Disclosures in respect of transactions with wholly owned subsidiaries;

• Disclosures in respect of capital management;

• The effects of new but not yet effective IFRSs; and

• Disclosures in respect of the compensation of key management personnel.

Since the consolidated financial statements of Capita plc include equivalent disclosures, the Company has also taken the disclosure exemptions under FRS 101 available in respect of the following disclosure:

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

• Certain disclosures required by IFRS 7 Financial Instrument Disclosures 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.

New amendments or interpretations                         Effective date

Lack of exchangeability – Amendments to IAS 21                    1 January 2025

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

At each reporting period, 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 asset’s recoverable amount since the last impairment loss was recognised.

Investments and other financial assets

Classification

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

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

Debt instruments

Debt instruments are initially recognised at fair value less directly attributable transaction costs and are subsequently remeasured depending on the Company’s business model for managing the instrument and the cash flow characteristics of the instrument. There are three measurement categories into which the Company classifies its debt instruments:

•     Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method.

•     FVOCI: instruments that are held for collection/payment of contractual cash flows and for selling the financial instrument are measured at FVOCI where the instrument’s cash flows represent solely payments of principal and interest. Movements in the carrying amount are taken through Other Comprehensive Income (OCI), except for the recognition of impairment gains or losses, interest income and foreign exchange gains/losses, which are recognised in the income statement. When the financial instrument is derecognised, the cumulative gain/loss previously recognised in OCI is reclassified to the income statement and recognised in other gains/(losses).

•     FVPL: instruments that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain/loss on a debt instrument that is measured at FVPL is recognised in the income statement and presented within net finance costs.

The Company reclassifies debt instruments when, and only when, its business model for managing those instruments changes.

Financial instruments (continued)

Equity instruments

Investments in equity instruments are initially recognised at fair value and are subsequently remeasured at fair value with the movement recognised through the income statement, except where an election has been made for the movement to be recognised through OCI. An election can be made on initial recognition of equity instruments that are neither held-for-trading or instruments acquired as part of a business combination. Once an election has been made all movements in fair value, with the exception of dividends, are presented through OCI and there is no subsequent reclassification of fair value gains/losses to the income statement following the derecognition of the investment. Dividends from such investments continue to be recognised in the income statement as other income when the Company’s right to receive payment is established.

Derivatives

Derivative financial instruments are initially recognised at fair value and are subsequently remeasured at fair value at the end of each reporting period with the movement recognised through the income statement, except where derivatives qualify for cash flow hedge accounting. The effective proportion of cash flow hedges is recognised in OCI and presented in the hedging reserve within equity. The cumulative gain/loss is subsequently reclassified to the income statement in the same period that the relevant hedged transaction is realised.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs incurred in connection with the borrowing of funds.

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.

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.

Financial instruments (continued)

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.

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.

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, the carry-forward of unused tax assets and unused tax losses of the Company 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.

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to the income statement.

The financial statements present information about the Company as an individual entity 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.

Where the Company enters into financial guarantee contracts, the Company recognises the financial guarantee as an asset or liability at fair value. The fair value is the present value of the quantified benefit of the financial guarantee contract over the term of the financial guarantee contract plus or minus transaction costs directly attributable to the issue of the financial guarantee contract. The amount initially recognised is amortised to profit and loss in accordance with the underlying time period of the asset or liability, resulting in the fair value of the financial guarantee contract being zero at the point the underlying exposure is zero. In the event of a renewal or extension of the financial guarantee contract, the fair value at the point of renewal or extension is determined as at initial recognition and the resulting asset or liability is amortised to the profit and loss in accordance with the renewed or extended underlying time period of the asset or liability. Where the Company enters into financial guarantee contract in respect of a subsidiary, the Company recognises a corresponding increase or decrease in its investment in the subsidiary.

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 accordance 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 presented periods. Although these judgements and assumptions are based on the Directors’ 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 within the next financial year is the impairment of investment in subsidiaries. The Company determines whether investments in subsidiaries are impaired based on impairment indicators or if there are any indicators of reversing previously recognised impairment loss. 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.

In determining the recognition of deferred tax (refer note 5), management assesses the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the 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.

Audit fees are borne by the ultimate parent company, Capita plc. The audit fee for the current period was £22,500 (2024: £22,000). 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 because this information is required to be given in the financial statements of the ultimate parent company, which it is required to prepare in accordance with the Companies Act 2006.

During the year, investment income comprised of dividend in specie declared by the Company's subsidiaries, Capita Customer Services AG (£5,470,000), Debt Solutions (Holdings) Limited (£16,068,000) and Capita Property and Infrastructure Holdings Limited (£6,746,000) settled via amounts due from Capita plc.

The credit for the year can be reconciled to the loss per the income statement as follows:

In accordance with the stated accounting policy for taxation in note 1.7 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 tax losses of £231,327,000 (2024: £129,496,000) and other timing differences of £nil (2024: £26,094,000).

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in the income statement:

The Company’s fixed rate USD and GBP private placement loan notes are hedged through a combination of fixed interest rate swaps and cross currency interest rate swaps. The cross-currency interest rate swaps hedge the exposure to changes in the fair value of US dollar denominated loan notes. The loan notes and their corresponding swaps have the same critical terms including nominal values and maturity dates.

The total loss in the year on the fair value hedges of £522,000 (2024: £852,000 loss) was equal to the loss/gain on the hedged items resulting in no net gain or loss in the income statement apart from hedge ineffectiveness from credit risk and currency basis risk. This effect of hedge ineffectiveness resulted in a £141,000 debit (2024: £26,000 credit) to the income statement.

Investments held directly and indirectly by the Company are disclosed in note 16 of the financial statements.

▼ During the year, the Company undertook a capital injection of £55,000,000 into its subsidiary Capita Customer Management Limited.

□ The Company has derecognised its investments of £11,180,000 in Euristix (Holdings) Limited following its dissolution. 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.

◙ During the year, the Company recognised an impairment loss of £6,765,000 against its investments in Capita Property and Infrastructure Holdings Limited and an impairment loss of £16,071,000 against its investments in Debt Solutions (Holdings) Limited, due to the return of capital from the subsidiaries in advance of their liquidations, with impairment recognised being offset against dividend income received from the subsidiaries.

The Company considered whether there was an indicator of impairment in investments in subsidiaries at 31 December 2025. At 31 December 2025, 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 key 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.

The enterprise value of each investment is calculated based on the present value of estimated future cash flows discounted at the current market rate of return. For non-trading subsidiaries this is based on the net asset value of the entity as at 31 December 2025, which is considered to not be materially different to the value derived by other means. For all other entities, recoverable amount is estimated on a discounted cash flow basis. Recoverable amounts also factor in the recoverable amount of an entity’s direct and indirect subsidiaries.

For discounted cash flow calculations, the cash flow projections used for the impairment test are derived from the 2026-2028 business plan approved by the Board of Directors. Key assumptions in the business plan include the delivery of planned revenue growth. The enterprise value is then calculated based on the present value of estimated future cash flows discounted at the current market rate of return.

The long-term growth rate is based on economic growth forecasts by recognised bodies and this has been applied to the forecast cash flows for the terminal period. The 2025 long-term growth rate is 1.5% (2024: 1.6%).

Management estimates discount rates using nominal post-tax rates of comparator companies. The discount rates reflect the latest market assumptions for the risk-free rate, the equity risk premium and the cost of debt, which are all based on publicly available external sources.

The table below presents the pre-tax discount rates applied to the cash flows for 2025 and 2024.

No further risk adjustment has been made to discount rates applied to outer years for the purpose of the impairment test.

As a result of the Company's impairment test at 31 December 2025, the impairment test resulted in the charge of £1,100,000 against its investment in Capita IT Services Holdings Limited and £1,166,000 against its investment in Capita Insurance Services Holdings Limited.

On 26 March 2026, the Group agreed to sell its private sector contact centre business to Inspirit Capital. The Company’s direct investments in Capita Customer Management Limited and Capita Customer Services AG forms part of the sale perimeter, and the Company will receive £1, with potential contingent consideration payable to the Company of up to £52.0m expected to be paid in 2027 and 2028 of which £40.5m is based on future financial performance of the disposed investment and £11.5m based on cash availability.

For these investments, recoverable value has been determined on a fair value less cost of disposal basis. As per management, expected net proceeds upon disposal provide best estimate of recoverable value for these investments. However, potential contingent consideration depends on the future financial performance of the disposed investments and remain uncertain. Hence the estimated sale proceeds net of expected cost of disposal is assessed to be nil. Accordingly, the investments in Capita Customer Management Limited and Capita Customer Services AG were impaired by £229,186,000 and £77,486,000 as at 31 December 2025 in advance of their planned disposal.

♦ The Company has reversed the impairment charge of £131,000 against its investment in Capita Health Holdings Limited due to improvement in the recoverable value of this investment.

These equity instruments comprise investment in fund assets and these are recorded at fair value as at 31 December 2025 as the market value is available for these investments.

The Group undertook a review of the funding structure of its key subsidiaries during the second half of the year. Following this review, £64,861,000 of the Company’s receivables due from other Group companies were reclassified from current to non‑current. These balances remain repayable on demand; 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.

The bonds are unsecured and rank pari passu in all respects. The major terms and maturity profile of the bonds are as follows:

Amounts due to Group companies are repayable on demand and are not chargeable to interest, except for the amount due to Capita plc of £1,632,499,000 (2024: £1,908,342,000) and the amount due to Capita Business Services Ltd of £305,376,000 (2024: £nil) on which interest is charged as per the prevailing Bank of England base rate plus a margin.

The provision relates to the costs of exiting businesses through disposal or closure including professional fees related to business exits and the costs of separating the businesses being disposed.

Share capital

The nominal proceeds on issue of the Company's equity share capital, comprising £1 ordinary share.

Details of the company's subsidiaries at 31 December 2025 are as follows:

Registered office addresses:

There were no employees during the year apart from the Directors (2024: nil).

For the year ended 2025, 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.

The Company is a wholly owned subsidiary company of Capita plc, a company incorporated in England and Wales. The financial statements of Capita plc are available from the registered office at First Floor, 2 Kingdom Street, Paddington, London, England, W2 6BD.

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

At 31 December 2025, the revolving credit facility (RCF) commitment was £250,000,000 (31 December 2024: £250,000,000). 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 the guarantees provided in connection with US private placement notes, undertaken for the benefit of Capita plc and other Group companies was £189,909,000 (2024: £101,998,000).

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.

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

2. 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.

3. In February 2026, as part of an internal reorganisation of certain Capita plc subsidiaries, businesses and arrangements, the Company acquired from its subsidiary, Capita Customer Management Limited its holdings in all of the Scaling Partner investments. The following FVPL investments were transferred to the Company:

•     4,884,005 Class C shares in WithYouWithMe Limited;

•     231,216 A Ordinary shares in Dragonfly Technology Solutions Ltd

•     14,242 shares of Degreed Inc.

•     30,266 Ordinary shares in London Dynamics B.V.

•     383,666 ordinary shares in Obrizum Group Ltd.

•     1,052 B Ordinary shares & 2,00,000 B Preferred shares in Duke 2021 Topco Limited

•     16,641 Ordinary shares in Filtered Technologies Limited; and

•     123 Non-voting Ordinary shares in Market Mortgage Limited.

Above transactions were executed at book value and settled through intercompany.

4. Further, it was proposed to streamline and rationalise the Capita group structure by placing Capita Customer Management Limited's direct shareholding in Ventura (UK) India Limited and Ventura (India) Private Limited, into the direct ownership of the Company.

Accordingly, Capita Customer Management Limited transferred to the Company, by way of a distribution in specie, the following interests:

•     The entire issued share capital of Ventura (UK) Limited, comprising 1,000 ordinary shares of £1 each; and

•     The direct shareholding in Ventura (India) Private Limited, comprising 41,500 equity shares of INR 10 each.

5. On 26 March 2026, the Group agreed to sell its private sector contact centre business to Inspirit Capital for £1 with £6.5m cash retained in the business upon completion for normal working capital purposes. In addition, there is potential contingent consideration payable to the Group up to a cap of £61.5m, expected to be paid in 2027 and 2028; with £50.0m based on future financial performance of the disposed business and £11.5m based on cash availability. The sale is expected to be completed in June 2026, subject to regulatory approvals.

The Company’s direct investments in Capita Customer Management Limited and Capita Customer Services AG forms part of the sale perimeter, and the Company will receive £1, with potential contingent consideration payable to the Company of up to £52.0m expected to be paid in 2027 and 2028 of which £40.5m is based on future financial performance of the disposed investment and £11.5m based on cash availability.

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