The Directors present their Directors' Report and Financial statements for the year ended 31 December 2025.

The principal activity of the Company is that of carrying on the business of a holding and investment company. There have not been any significant changes in the Company's principal activities in the year under review. The Directors plan to liquidate the Company and therefore the financial statements as at 31 December 2025 have been prepared on the basis that the Company is no longer a going concern.

During the year, the Company received no income and incurred no expenditure and therefore, made neither profit nor loss. The profit reported in 2024 was primarily driven by dividend income of £1 received from a subsidiary ahead of its liquidation.

The balance sheet on page 4 of the financial statements shows the financial position at the year end. Net assets have decreased from £49,270,767 in 2024 to £11,270,767 in 2025 primarily due to dividend declared during the year. Details of the amounts owed by/to its parent company and fellow subsidiary companies are shown in note 7 and 8 to the financial statements.

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

In December 2025, the Company declared a dividend of £38,000,000 to its holding company, Capita plc (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 provision remains in force as at the date of approving the directors' report.

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

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

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 Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

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

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting 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 controls as they determine are necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have a 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 the Company has ceased all its operations.

The notes and information on pages 6 to 11 form an integral part of these financial statements.

The notes and information on pages 6 to 11 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.

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

Represents the accumulated profits in the Company. In December 2025, the Company declared a dividend of £38,000,000 to its holding company, Capita plc.

The notes and information on pages 6 to 11 form an integral part of these financial statements.

Capita Employee Benefits 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 Directors' report.

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, being a period of at least 12 months following the approval of these accounts.

The principal activity of the Company is that of carrying on the business of a holding and investment company. However, the Directors plan to liquidate the Company and therefore have prepared the financial statements on the basis that the Company is no longer a going concern as at 31 December 2025. 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 a 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;

•     Disclosures in respect of transactions with wholly owned subsidiaries;

•     Disclosures in respect of capital management;

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

•     The effects of new but not yet effective IFRSs.

The Company has investments in subsidiaries which are shown at cost, less provisions for impairment. Investments in subsidiaries are reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.

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 calculated based on the discounted present value of estimated future cash flows, including the recoverable value of any subsidiaries held by the direct investment. The enterprise value of each investment is also adjusted for cash and other debt like items, including intercompany balances. The Company also assesses whether there are indicators to reverse previously recognised impairment losses. 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.

Trade and other receivables

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

Trade and other payables

Trade and other payables have been measured and presented at their expected settlement 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.

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 presents assets and liabilities in the balance sheet based on whether they are current or non-current.

An asset is current when it is:

• Expected to be realised or intended to be sold or consumed in the normal operating cycle;

• Held primarily for the purpose of trading;

• Expected to be realised within twelve months after the balance sheet date; or

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

All other assets are classified as non-current.

A liability is current when:

• It is expected to be settled in the normal operating cycle;

• It is held primarily for the purpose of trading;

• It is due to be settled within twelve months after the balance sheet date; or

• There is no unconditional right to defer the settlement of the liability for at least twelve months after the balance sheet date.

The Company classifies all other liabilities as non-current.

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

In 2024, the Company’s subsidiary Capita Employee Benefits (Consulting) Limited declared a dividend of £1 settled by way of amounts receivable from Capita plc, in advance of its dissolution.

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

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

*In liquidation.

Amounts due from the parent company are interest free and repayable on demand and not chargeable to interest.

The Group undertook a review of the funding structure of its key subsidiaries during the second half of the year. Following this review, £11,270,768 of the Company’s receivables due from other Group companies were classified 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.

Amounts due to Group companies are non-interest bearing and payable on demand.

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 ultimate parent company is Capita plc, a company registered 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.

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