The Directors present their Strategic report and financial statements for the year ended 31 December 2025.
Ventura (UK) India Limited ('the Company') is a wholly owned subsidiary (indirectly held) of Capita plc. Capita plc, along with all its subsidiaries is hereafter referred to as 'the Group'. The Company operates within the Contact Centre operating segment of the Group.
As shown in Company's income statement on page 10, the Company reported a loss before tax of £54,113,638 in 2025 compared to a profit before tax of £155,983 in 2024 primarily due to impairment of investment during the year.
The balance sheet on pages 11 to 12 of the financial statements shows the Company's financial position at the year end. Net assets have decreased from £39,805,651 in 2024 to a net liability position of £13,692,636 in 2025 on account of loss incurred by the Company during the year which was majorly driven by impairment of its investments.
Details of the amounts owed to its parent company and fellow subsidiary companies are shown in note 10 to the financial statements.
The Company has not identified any key performance indicators due to the nature of its operations as an investment holding company and as described in the principal activities and review of business above.
The Company is exposed to a range of risks that, should they materialise, could have a detrimental impact on financial performance, reputation or operational resilience. The Company’s risk management framework provides a consistent approach to the identification, assessment, monitoring and reporting of risks and opportunities. The risk management process is based on risk registers and risk reporting at the established risk governance committees. Key risks are documented in the risk registers and have assigned risk owners who review them regularly, and report on them on at least a half-yearly basis at divisional and functional risk governance committees, Executive risk and Ethics Committee and Audit and Risk Committee. The effectiveness of existing controls is evaluated to determine whether any further mitigating actions are needed to manage the risk level to within the risk appetite set by the Board.
As a holding company, majority of Company’s assets consists of investments in subsidiary companies, accordingly principal risks of the Company relate to its inability to recover the carrying value of its investments due to adverse conditions in markets where its subsidiaries operate.
The principal risks for the Company are:
Financial stability and resilience
Our ability to maintain financial stability and achieve financial targets.
Cyber security
Protect our systems, networks and programs from unauthorised use and access.
Environment, social and governance
Comply with regulatory and contractual requirements to drive a purpose driven organisation with the right focus on governance.
Data governance and data privacy
Manage our data effectively (both clients and Capita) as a strategic asset across the organisation.
As a subsidiary of Capita plc, the Company is subject to controls and risk governance techniques across all businesses. Details of the specific risk assessments and mitigating actions are outlined on pages 81-85 of the Group's 2025 Annual Report.
Capita plc’s section 172 statement applies to its Divisions and the Company to the extent it relates to the Company’s activities. Common policies and practices are applied across the Group through divisional management teams and a common governance framework. The following disclosure describes how the Directors have regard to the matters set out in section 172(1)(a) to (f) and forms the Directors’ statement as required under section 414CZA of the Companies Act 2006.
Further details of the Group’s approach to each stakeholder are provided in Capita plc’s section 172 statement on pages 59 to 62 of Capita plc’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.
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 our 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 year are set out on page 10.
No dividends were paid or proposed 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 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.
Ventura (UK) India Limited is a private company limited by shares incorporated in England and Wales. The registered office is First Floor, 2 Kingdom Street, Paddington, London, England, W2 6BD. The Company's principal activities and nature of its operations are disclosed in the Strategic report.
Ventura (UK) India Limited is a company incorporated and domiciled in the United Kingdom.
The financial statements are prepared under the historical cost basis except where stated otherwise and in accordance with applicable accounting standards.
In determining the appropriate basis of preparation for the financial statements for the year ended 31 December 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 31 December 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 Director’s assessment of going concern has considered the extent to which the Company’s ability to remain a going concern is inter-dependent with that of the Group. The Company has dependency with the Group in respect of the following:
participation in the Group’s notional cash pooling arrangements, of which £16,635,211 was held at 31 August 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 ;
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 ;
revenue earned by its subsidiaries from other Group entities and key contracts that may be terminated in the event of a default by the Group.
Despite the Company being in a net liability position, 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 period the going concern period. Capita plc has indicated its intention to provide financial support to the Company in order to meet its liabilities as and when they fall due in the going concern assessment period.
As with any company placing reliance on other group entities for financial support, the Directors
acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.
Given the reliance the Company has with the Group, the Directors have considered the financial position of the ultimate parent company as disclosed in its most recent condensed consolidated financial statements, being for the six months ended 30 June 2026.
Basis of preparation (continued)
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 condensed consolidated financial statements at 30 June 2026. These condensed consolidated financial statements were approved by the Board on 3 August 2026 and are available on the Group’s website (www.capita.com/investors). Below is a summary of the position at 3 August 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 condensed consolidated financial statements. The Board has considered the period from the date of approval of these condensed consolidated financial statements to 31 December 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 and subsequently updated for new funding arrangements, the disposal of the private sector contact centre business and trading conditions.
Under the base case scenario, the disposal of the private sector contact centre business and the material overhead reduction it enables as further complexity is removed from the Group, facilitates growth in profit and cash flow over the medium term. The phasing of the overhead reduction in 2026 and 2027, the consideration from the disposal being contingent and receivable from January 2027 onwards, coupled with the operational issues with the Civil Service Pension Scheme contract and the impact this has had on the wider Pension Solutions business, post actions being taken across the wider Group to offset some of the impact (primarily the acceleration of the aforementioned overhead reduction into 2026), has reduced the forecast revenue, profit and cash flow in 2026. When combined with available committed facilities, the Group remains able to manage scheduled debt repayments (with no need for future refinancing of these repayments over the going concern period).
The most material sensitivities to the base case are the risk of not delivering the planned revenue growth, the overhead reduction being delayed or not delivered, progress to resolve the operational issues with the Civil Service Pension Scheme being slower than planned, and the delay or non-delivery of the aforementioned committed actions.
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 (including the disposal of the private sector contact centre disposal which completed on 31 July 2026).
The base case financial forecasts demonstrate liquidity headroom and compliance with all debt covenant measures throughout the going concern period to 31 December 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;
targeted cost savings delayed or not delivered;
progress to resolve the operational issues with the Civil Service Pension Scheme contract being slower than planned;
unforeseen operational issues leading to contract losses and cash outflows;
increased interest rates;
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 at a sufficiently material magnitude is considered by the Board to be low. Nevertheless, there may be scenarios where a combination of the above risks crystallises and the Group would need to take action to ensure there is sufficient headroom when assessing the Group’s future compliance with its debt covenants. 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, further 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, before taking account of any covenant waiver or amendment, demonstrate sufficient liquidity headroom throughout the going concern period to December 2027, but potentially insufficient headroom when assessing compliance with debt covenant measures in the short term. This was not the case when assessing the severe but plausible downside scenario for the purposes of the 31 December 2025 consolidated financial statements due to the combination of events in 2026 detailed further above. The Group’s financial forecasts, in a severe but plausible downside scenario demonstrate sufficient headroom when assessing compliance with debt covenant measures beyond the short term.
The Group maintains regular dialogue with its lenders, and the Board has confidence that any temporary waiver or amendment could be obtained, if required.
Material Uncertainty related to the Group:
The Board recognises that any debt covenant waiver or amendment would require lender approval and is therefore outside the direct control of the Group. Accordingly, this gives rise to a material uncertainty, as defined by accounting standards, relating to events and circumstances which may cast significant doubt about the Group’s ability to continue as a going concern and to realise assets and discharge its liabilities in the normal course of business. These condensed consolidated financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.
Adoption of going concern basis in the Group financial statements:
Notwithstanding the material uncertainty described above, the Board has concluded that it remains appropriate to adopt the going concern basis in preparing these condensed consolidated financial statements. In reaching this conclusion, the Board has considered the Group’s financial forecasts and the mitigating actions available to the Group should the severe but plausible downside scenario materialise, including the potential for a debt covenant waiver or amendment. Accordingly, the Board has concluded that the Group will be able to continue in operation and meet its liabilities as they fall due over the period to 31 December 2027.
Conclusion
Although the Company has a reliance on the Group as detailed above, even in a severe but plausible downside, the Directors are confident the Company will continue to have adequate financial resources to continue in operation and discharge its liabilities as they fall due over the period to 31 December 2027. Consequently, the financial statements have been prepared on the going concern basis.
However, as the Group’s condensed consolidated financial statements have identified a material uncertainty giving rise to significant doubt over the Group’s ability to continue as a going concern, given the Company’s reliance on the Group, as set out above, this gives rise to a material uncertainty which may cast significant doubt about the Company’s ability to continue as a going concern and, therefore, that the Company may be unable to continue in operation and discharge its liabilities in the normal course of business. The financial statements do not include any adjustments which would be required if the going concern basis of preparation were to be deemed inappropriate.
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The Company presents assets and liabilities in the balance sheet based on whether they are current or non-current.
An asset is current when it is:
Expected to be realised or intended to be sold or consumed in the normal operating cycle;
Held primarily for the purpose of trading;
Expected to be realised within twelve months after the balance sheet date; or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the balance sheet date.
All other assets are classified as non-current.
A liability is current when:
It is expected to be settled in the normal operating cycle;
It is held primarily for the purpose of trading;
It is due to be settled within twelve months after the balance sheet date; or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the balance sheet date.
The Company classifies all other liabilities as non-current.
Impairment of investment in subsidiaries: The Company determines whether investments in subsidiaries are impaired based on impairment indicators. If an indicator is identified, an impairment test is performed. This involves estimation of the enterprise value of the investee which is determined based on the greater of discounted future cash flows at a suitable discount rate or through the recoverable value of the investments held by the investee company. The key assumptions underpinning the forecast cash flows of subsidiaries include sales growth and execution of targeted cost savings, including in respect to central Group recharges. Given the level of judgement and estimation involved in assessing future cash flows, it is reasonably possible that outcomes within the next financial year may be different from management's assumptions and require a material adjustment to the carrying value of investments.
During the year, the Company received dividend from its subsidiaries - Ventura India Private Limited amounting to £1,696,414 (2024: £1,116,557) and Capita India Private Limited amounting to £3,470,562 (2024: £3,813,158).
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
The credit for the year can be reconciled to the (loss)/profit per the income statement as follows:
Registered office addresses:
All directors are paid by other companies within the Capita Group. The Company has not paid any fees or other remuneration to the Group based Directors related to the directorship role they provided to the Company as a part of their Group-wide executive management role. The Company has estimated that allocation of the qualifying services that these Group based Directors provided to the Company is inconsequential.