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

Capita Life and Pensions International Limited ('the Company'), is a wholly owned subsidiary (indirectly held) of Capita plc. Capita plc and its subsidiaries are hereafter referred to as 'the Group'. The Company operates within the Regulated Services operating segment of the group.

The principal activity of the Company is that of carrying on the business of a holding and investment company. The subsidiaries contract was terminated by the client in April 2023. Following this, the directors intend to liquidate both the subsidiaries as well as the Company and as a result these financial statements are prepared on the basis that the Company is no longer a going concern.

As shown in the Company's income statement on page 3, the Company's profit before tax has decreased from £40,287,260 in 2024 to profit before tax of £4,304,479 in 2025 mainly due to the receipt of a dividend in 2024.

The balance sheet on pages 4 to 5 of the financial statements shows the financial position at the year end. Net assets have increased from £5,692,066 in 2024 to £9,925,683 in 2025 mainly on account of dividend income earned during the year. Details of amounts owed by its parent company and fellow subsidiary undertakings is shown in note 8 to the financial statements.

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

The results for the year are set out on page 3.

No interim or final dividend was paid or proposed during the year (2024: £43,000,000).

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

The Directors are responsible for preparing 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 the Directors have elected to prepare the financial statements in accordance with United Kingdom 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

• as explained in the note 1.1 of the financial statements, the Directors do not believe the going concern basis to be appropriate and these financial statements are not prepared on that basis.

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.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

The income statement has been prepared on the basis that company has ceased all its operations.

The notes and information on pages 7 to 13 form an integral part of these financial statements.

The notes and information on pages 7 to 13 form an integral part of these financial statements.

For the financial year ended 31 December 2025, the Company was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies.

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

The members have not required the Company to obtain an audit of its financial statements for the year in question in accordance with section 476 of the Companies Act 2006.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The balance classified as share capital are the nominal proceeds on issue of the Company's equity share capital, comprising 477,269 ordinary shares of £1 each. On 16 December 2025, the Company cancelled 477,268 ordinary shares of £1 each. The cancellation was effected without any repayment of capital, with the nominal value of the cancelled shares credited to retained earnings.

Represents the accumulated profits in the Company.

The notes and information on pages 7 to 13 form an integral part of these financial statements.

Capita Life and Pensions International Limited is a company incorporated and domiciled in the United Kingdom.

In determining the appropriate basis of preparation for the annual report and 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, being a period of at least twelve months following the approval of these accounts.

The subsidiaries contract was terminated by the client in April 2023. Following this, the Directors intend to liquidate both the subsidiaries as well as the Company and as a result these financial statements are prepared on the basis that the Company is no longer a going concern.

The financial statements have been prepared on non-going concern basis as at 31 December 2025. As a consequence, the Directors have considered the adjustments required to prepare the financial statement on non-going concern basis. The expected realisable and settlement values for current assets and liabilities are not considered to be materially different from their carrying value at the balance sheet date. Therefore, the Directors have considered that no further adjustments are required as a result of preparing the financial statements on non-going concern basis.

The Company has applied FRS101 – Reduced Disclosure Framework in the preparation of its financial statements.

The Company has prepared and presented these financial statements by applying the recognition, measurement and disclosure requirements of international accounting standards in conformity with the requirements of the Companies Act 2006.

The Company's ultimate parent company, Capita plc, includes the Company in its consolidated 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. They are available to the public and may be obtained from Capita plc’s website on https://www.capita.com/investors.

In these financial statements, the Company has applied the disclosure exemptions available under FRS 101 in respect of the following disclosures:

•     A cash flow statement and related notes;

•     Comparative period reconciliations for share capital, tangible fixed assets and intangible assets;

•     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 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.

New amendments or interpretations                         Effective date

Lack of exchangeability – Amendments to IAS 21                    1 January 2025

Trade and other receivables

The trade and other receivables have been measured and presented at their expected realisable values.

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

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

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

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

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

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

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

The Company has investments in subsidiaries.

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

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

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 reporting period; or

• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

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 reporting period; or

• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

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.

No significant judgements, estimates and assumptions have been used in the preparation of these financial statements.

The Company has received dividends from Capita Dubai Limited (£2,556,673) and Capita Life and Pensions Services (Isle of Man) Limited (£1,464,364) during the year ended 31 December 2025.

The reconciliation between tax charge and the accounting profit multiplied by the UK corporation tax rate for the years ended 31 December 2025 and 2024 is as follows:

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

*placed into liquidation w.e.f 4 February 2026

**dissolved on 17 July 2026

Amounts due from Group companies are repayable on demand. The balance is due from Capita plc, on which interest is charged at the prevailing Bank of England rate.

The Group undertook a review of the funding structure of its key subsidiaries during the second half of the year. Following this review, £10,058,267 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.

There were no employees during the current year (2024: nil)

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's immediate parent undertaking is Capita Life & Pensions Services Limited, a company in incorporated in England and Wales.

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

On 21 April 2026, the Company declared a dividend of £9,969,409 to its parent company, Capita Life and Pensions Services Limited.