Capita plc Annual Report and Accounts
A BETTER CAPITA

Delivering
We are a modern outsourcer. Capita supports clients
across the public and private sectors run complex
business processes more efficiently. We provide
people-based services underpinned by market-leading
technology, creating better end-user experiences.
A BETTER CAPITA
Improved
operating margin
Adjusted operating profit
1
£95.9m
(2023: £90.9m)
Clarity on
our value proposition
Customer net
promoter score
+28pts
(2023: +16pts)
Workforce
equipped for
change
Delivering value
to customers,
employees and
shareholders
Reduction in
carbon footprint
(location-based)
35%
(2023: 37%)
BETTER
TECHNOLOGY
BETTER
DELIVERY
BETTER
COMPANY
BETTER
EFFICIENCY
We have a Capita-wide transformation programme which is building a leaner
organisation and improving our cost to serve, making us more competitive and
allowing investment capacity.
We have re-energised our relationship with hyperscaler technology partners
to co-create and launch bespoke AI and generative AI solutions which deliver
repeatable and scalable offerings to our customers.
We are becoming a more focused and data-driven organisation, looking to deploy
more standardised methodologies on a consistent basis which will result in an agile,
consistent and higher-quality delivery.
People are at the heart of our customer-centric operating model. We aim to be a
company with a growing and satisfied customer base, where our people are proud to
work, delivering cash-backed profits and a positive and growing return to shareholders.
1. Capita reports results on an adjusted basis to aid understanding of business performance. Refer to alternative
performance measures (APMs) on pages 234 to 237.
Included in this report are photographs from Board and management visits to Capita operations
in 2024 and employee engagement events.
Financial statementsCorporate governanceStrategic report

CEO’s review Responsible business
Strategic report Corporate governance Financial statements
78 Chairman’s report
80 Governance at a glance
82 Board of Directors
84 Corporate governance report
90 Nomination Committee report
95 Responsible Business Committee report
99 Audit and Risk Committee report
108 Directors’ remuneration report
127 Directors’ report
132 Independent Auditor’s Report
155 Consolidated financial statements
160 Notes to the consolidated financial statements
226 Company financial statements
228 Notes to the Company financial statements
233 Additional information
234 Alternative performance measures (APMs)
Cautionary statement
The directors present the Annual Report for the year
ended 31 December 2024, which includes the strategic
report, corporate governance reports and audited
accounts for the year. Pages 1 to 130 of this Annual
Report comprise a report of the directors which has
been drawn up and presented in accordance with
English company law, and the liabilities of the directors
in connection with that report shall be subject to the
limitations and restrictions provided by such law. Where
the directors’ report refers to other reports or material
such as a website address, this has been done to direct
the reader to other sources of Capita plc information
which may be of interest. Such additional materials
do not form part of this report.
2 Financial and non-financial highlights
4 Chairman’s statement
6 Chief Executive Officer’s review
11 Investment case
12 Business model
13 A Better Capita
17 Market trend in focus
18 Strategic framework
19 Operating review
19 Public Service
22 Experience
27 Chief Financial Officer’s review
34 Responsible business
35 Performance in 2024
37 Materiality matrix
38 Strategy
39 Our people
46 Our communities and Our business
48 Engaging with our stakeholders
53 NFSIS
54 Our planet and TCFD
68 Risk management and internal control
75 Viability statement
Contents
Read our CEO review on pages 6 to 10
This Annual Report, other corporate publications, our
latest news and announcements, and more information
about us is available on our website, www.capita.com
Read more about our approach to being a responsible
business on pages 34 to 67
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Reported operating loss margin
(0.4)%
(2023: (1.8)%)
Highlights >> Financial
Delivering
solid returns
Reported basic earnings/
(loss) per share
2
4.54p
(2023:(10.60)p)
Adjusted basic earnings/(loss) per share
2
2.11p
(2023: (0.20)p)
2024 financial highlights and leading indicators
Reported revenue
£2,421.6m
(2023: £2,814.6m)
Free cash flow before the impact
of business exits
3
£(122.3)m
(2023: £(123.6)m)
Adjusted revenue
1
£2,369.1m
(2023: £2,575.8m)
Net cash flow from operating activities
£(25.2)m
(2023: £(40.3)m)
2024 was a transitional year and we have demonstrated good momentum
against our strategic priorities. Our ongoing cost-reduction programme
has improved the Group’s margin performance and the Capita One
disposal strengthened the Group’s balance sheet and help fund the
transformation programme.
Adjusted operating margin
1
4.0%
(2023: 3.5%)
1. Refer to APMs on pages 234 to 237.
2. Refer to note 2.7 to the consolidated financial statements.
3. Refer to note 2.9 to the consolidated financial statements.
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Diversity: gender F/M/other and did not disclose
51/48/1%
(2023: 50/49/1)
Highlights >> Non-financial
Creating positive outcomes
Reduction in carbon
footprint (market-based)
7
37%
(2023: 58%)
CO
2
emissions (location-based) Scope 1, 2
and 3 (tCO
2
e)
26,315
(2023: 40,456)
2024 non-financial highlights and leading indicators
Suppliers paid within
60 days
4
92%
(2023: 99%)
We are developing a culture of empowered decision making with
accountability and authority. We aim to unlock the significant social
value that we create in our services to create a sustainable business
that generates cash-backed profits and delivers to all stakeholders.
Customer net promoter
score
+28pts
(2023: +16pts)
Employee engagement
index
64%
(2023: 67%)
Employee net promoter
score
-33pts
(2023: -4pts)
Total shareholder
return (TSR)
(36.3)%
(2023: (9.3)%)
Voluntary employee turnover
21.7%
(2023: 25.3%)
Diversity: ethnicity
5
38/19%
(2023: 37/22%)
Reduction in carbon footprint (location-based)
6
35%
(2023: 37%)
4. Data includes invoices paid through Capita UK companies.
5. White/ethnic minorities in the total workforce. 42% of people chose not to respond or specify.
6. Reduction in carbon footprint based on emissions per headcount from 2019 baseline. See pages 54 to 58 for more information.
7. Scope 3 for business travel only. See pages 57 and 58 for more information.
Read more in the responsible business section on pages 34 to 67.
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Chairman’s statement
“We remain committed to delivering
long-term value creation for all
our stakeholders”
David Lowden, Chairman
Total shareholder return
(36.3)%
(2023: (9.3)%)
Overview
As expected, this has been a transitional year
under our new CEO, who joined the Group in
January 2024. Adolfo laid out his strategic plan
and priorities for the future success of the Group
in June at our first Capital Markets Day for a
number of years.
We acknowledge that the Group’s financial
performance has not been where it needs to
be and, at the event, he and the wider Executive
Team unveiled forward-looking strategic priorities
to improve both operational delivery and financial
performance, alongside introducing the strategic
themes of Better Technology, Better Delivery,
Better Efficiencies and Better Company.
The Group also outlined its medium-term
financial targets: an adjusted operating margin
1
of 6 – 8%, up from 3.5% in 2023; positive
businesses and is supporting Adolfo in the next
chapter for Capita.
During 2024, we further strengthened our
Executive Team with specific appointments
tailored to Capita’s transformational needs with
Xenia Walters appointed as Chief Strategy and
Transformation Officer and Sameer Vuyyuru
appointed as Chief AI and Product Officer.
We now have the right team in place to
deliver our forward looking strategic priorities.
The Board and I appreciate the continued
patience and support of our shareholders who,
we are aware, have not seen positive returns
through their investments. We, together with
the Executive Team, are committed to delivering
the Group’s medium-term targets and creating
long-term value for all stakeholders.
I’d like to personally thank colleagues across the
organisation for their continued dedication and
professionalism and I look forward to working
with the team across 2025.
2024 achievements
During 2024, our Executive Team worked to deliver
our strategic plan against a background of political
and economic instability globally with a continuing
higher inflationary environment in many of the
geographies in which the Group operates.
Working with best-in-class technology leaders,
welaunched a number of exciting products as
aresult of the Group’s increased focus on
AI andgen AI including AgentSuite and
CapitaContact, which are operational for a
number of clients across the Contact Centre
and Public Service businesses. We have also
launched a number ofinternal transformation
projects, which will improve the Group’s process
efficiency internally. These new ways of working
and delivering to customers with a higher
technology underpin are a critical part of its
ongoing transformation and improvement journey.
We are seeing positive early signs with customer
net promoter scores improving across both Public
Service and Experience and the Group’s KPI
performance remaining robust.
In the UK, despite changes to the geopolitical
backdrop, we have maintained our consistent
delivery, and the Group is well aligned to the UK
Government’s priorities, for example delivering
more efficient and effective customer service.
A key focus for the Group in 2024 was improving
cost and delivery efficiency with actions taken
over the course of the year which will result
in £140m of annualised cost savings being
delivered. These actions will be pivotal to the
Group’s margin improvement to its 6 – 8%
medium-term adjusted operating margin
1
sustainable free cash flow
1
from2025; and low to
mid-single digit revenue growth in the medium
term, alongside a number of non-financial KPIs
which will be tracked over the course of this
journey to monitor ongoingprogress.
In May 2024, Tim Weller announced his intention
to retire from Capita having joined in May 2021
andI would like to extend my heartfelt gratitude
to him for his dedicated service and leadership
asChief Financial Officer during his three years
ofservice.
In August, Pablo Andres was appointed as Chief
Financial Officer of the Group and to the Board,
subsequent to Pablo joining Capita as a director
in July. Pablo has extensive experience including
operating as a senior finance executive at
Ventient Energy S.à r.l and G4S plc. Pablo is
highly experienced in driving change in complex
1. Refer to APMs on pages 234 to 237.
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target and ultimately to delivering sustainable
positive free cash flow
1
.
In December, based on the success seen in
the cost reduction programme and efficiency
opportunities identified from AI and gen AI products
both internally and externally, theGroup’s cost
saving target of £160m was increased to up to
£250m, to be delivered by December 2025. These
additional savings provide the Board with further
confidence of achieving the Group’s medium-term
margin targets, and will help offset wider cost
pressures, for example the increase in National
Insurance in the UK which we expect to have a
c.£20m gross annual cost impact to the Group
when enacted from April 2025.
We recognise that 2024 was a difficult year for our
colleagues, with a number of difficult decisions,
such as our decision not to recommit to the UK’s
real living wage in early 2024. This was reflected in
the decline in the Group’s employee net promoter
score, although our employee engagement was
at 64%, representing only a small reduction of
three points on the prior year. We have specific
programmes in place across 2025, including our
Group culture change programme, to seek to
address the issues identified.
In September 2024, we completed the disposal
of Capita One which generated c.£180m net
proceeds and helped strengthen the Group’s
financial position while providing funding for
the ongoing transformation journey.
In March 2025, the Group issued £94.2m
equivalent of US private placement loan notes
across three tranches maturing between 2028
and 2030 with an average interest rate across
the maturities of 7.4%. The proceeds will be
used to refinance the H1 2025 private placement
maturities valued at £75.9m and it will also
enhance the future maturity profile of the Group’s
debt and will offer medium term funding to
underpin the Group’s transformation strategy.
The Board and Governance
2024 was my second full year in role as Capita’s
Chairman in what is an exciting time for the Group.
Maintaining strong governance and overseeing the
Group’s risk management is a key priority for the
Board, including preparing for disclosure changes
such as the Corporate Sustainability Reporting
Directive in 2026 and forthe disclosures of the
effectiveness of the risk management and internal
control framework in2027.
In October this year we welcomed Jack Clarke
tothe Board as an Independent Non-Executive
Director, succeeding Brian McArthur-Muscroft as
Chair of the Group’s Audit and Risk Committee.
Brian McArthur-Muscroft continues in his
role asIndependent Non-Executive Director
and member of the Group’s Audit and Risk,
Remuneration and Nomination Committees,
andI’d like to thank Brian for chairing the Audit
and Risk Committee with such skill and diligence
across his tenure.
Nneka Abulokwe continues to take a lead role
in employee engagement through chairing our
Board Responsible Business (RB) Committee
and acting as our designated non-executive
director for colleague engagement. This role is
key in what we appreciate has been a difficult
transitional year for our people. During 2024 the
RB Committee focused on the Group’s cultural
change programme, diversity and inclusion,
matters related to the health, safety and
wellbeing of our colleagues and achieving our
net zero targets. The report of the RB Committee
is provided on pages 95 to 98 of this report.
In 2025, as part of the Group’s ongoing
simplification, the Board is tabling two additional
resolutions to the shareholders at the April
Annual General Meeting, which if approved, will
cancel the entire amount standing to the credit
of the Company’s share premium account and
consolidate the existing ordinary shares at a ratio
of 15 for 1. The first resolution is being proposed
to optimise the structure of the balance sheet
and increase the Company’s distributable
reserves. The Board believe that consolidation
of the Company’s ordinary shares will improve
marketability of its shares to investors.
Looking ahead
We continue to build upon the foundations
in place to help Capita improve its operational
delivery and financial performance inthe medium
term. In 2025, we will maintain our focus on
identifying opportunities to improve efficiencies
and delivery with AI and gen AI for our clients.
Our Company-wide culture change programme is
a key focus for 2025 as we look to build a culture
where colleagues enjoy their work, build fulfilling
careers through all levels of the organisation and
are proud to be part of Capita.
As a Board and wider executive and
management team, we are committed to
delivering to all stakeholders throughout this
transformation, in particular generating returns
toour shareholders who have been extremely
patient over the past few years.
David Lowden, Chairman
12 month voluntary employee attrition
21.7%
(2023: 25.3%)
“The Board
are committed
to delivering
on the Group’s
priorities, and
ensuring our
progress
generates
returns”
Employee engagement index
64%
(2023: 67%)
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Chief Executive Officer’s review
“We have developed our
strategy which will enable
us to win and grow in
the future”
Adolfo Hernandez, Chief Executive Officer
What are your reflections
on 2024?
It’s been a really busy and transformative
year for Capita with the launch of our
new strategy in June. Colleagues across
all geographies have worked effectively
and swiftly to put in place the foundations
to improve our financial performance.
I’m personally very proud of the speed
of change within the Group, particularly
the re-establishing of our relationships
with hyperscaler partners and solutions
we’ve launched this year.
What are the Group’s strategic
priorities for 2025?
We’ll be driving forward progress
to deliver a Better Capita through
improvements in our sales effectiveness;
increasing the differentiation of our
services, products and value
propositions through innovation
and further automation.
What are you most excited
about in 2025?
I am most excited about our AI
initiatives and the potential they hold
for transforming both the services we
deliver to our clients but also to our
internal processes. The adoption of AI
will enable us to deliver faster, smarter,
and more efficient solutions, benefiting
both our clients and our employees.
Q&A
on Group strategy
business exits
1
, and adjusted revenue
1
growth
to follow. I am therefore very pleased to report
that we improved our adjusted operating margin
1
from 3.5% in 2023 to 4.0% in 2024. We expect
this to increase further in 2025 as we see
the positive impact from our cost reduction
programme which continues to progress well.
In June we set out other medium-term financial
targets to deliver: getting smaller to get stronger
to then be able to deliver low to mid-single digit
adjusted revenue
1
growth per annum; positive
free cash flow, excluding the impact of business
exits
1
, from the end of 2025, with operating cash
conversion of 65% to 75%; maintaining net
financial debt to adjusted EBITDA (pre IFRS 16)
leverage of ≤1x; and, importantly, a continued
reduction in lease liabilities from the Group’s
ongoing property rationalisation.
There is still a lot to be done in 2025, but I am
pleased to say that many of the changes made
during 2024 are now beginning to bear fruit.
We are making good progress in taking actions
which will deliver our medium-term targets, but
we recognise there is more to do to improve
the Group’s financial performance.
One of the achievements I am most proud of
in 2024 is the improvement that we saw in our
customer net promoter score across all areas of
the business, with the Group score improving to
+28 points, up from +16 points in 2023, one of
Overview
Since joining Capita as CEO at the start of 2024,
I have spent significant time engaging with key
stakeholders of the Group, including customers
and colleagues across all Capita geographies.
I have seen the high value that we deliver
consistently to customers, the criticality of
our services, and the skills and passion of
our teams when it comes to delivering better
outcomes on behalf of our customers.
This is a great foundation to work from.
2024 has been a very busy year learning about
the business, actioning many initiatives which
will be key for Capita’s business and financial
improvement journey, and building new, strong
partnerships with technology hyperscalers. This
culminated in June with the launch of our new
strategy, which redefines our focus to deliver
a Better Capita underpinned by our strategic
themes of Better Technology, Better Delivery,
Better Efficiency and Better Company.
In short, our value proposition needs to be more
competitive and differentiated, through a lower
cost base, automation and innovation. We are
removing unnecessary costs to put us in a
position to fund our profitable growth. Better
Capita means becoming more efficient and
spending less, digitising our offerings by having
more standardised and repeatable propositions,
strongly leveraging technology partnerships,
being more precise in our delivery, and
evolving governance and our culture.
Our first medium-term financial target is to
improve the adjusted operating margin
1
of the
Group to between 6% and 8%, with sustainable
positive free cash flow, excluding the impact of
1. Refer to APMs on pages 234 to 237.
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the highest scores the Group has seen in a
number of years. This is a critical achievement for
us given the nature of our business.
A key priority for me is to support and accelerate
Capita’s transformation by embedding artificial
intelligence and generative (gen) AI into both
our internal operations and teams and into our
offerings and customer delivery processes on
behalf of our customers. We are not a technology
company, but we are building and leveraging our
deep partnerships and solutions with technology
hyperscalers such as Microsoft, AWS, ServiceNow
and Salesforce to co-create solutions built
around specific client needs, that we both
know well and have strong leadership in, to
fully leverage and complement Capita’s reach,
domain and sector knowledge. I’m pleased with
the progress in this area to date, for example, in
2024 we developed and launched a number of
products at speed that are already delivering for
initial clients, and these will be rolled out to a
number of clients in 2025 and will be embedded
in our contract tenders moving forward.
As we look forward to 2025 and beyond, we
will continue with the same areas and themes
unveiled at the Capital Markets Day in 2024,
such as: finding additional efficiencies; improving
our sales effectiveness; increasing differentiation
of our services, products and value propositions
through innovation, further automation and higher
quality of delivery; and continuing to build a
better Capita, with and for our colleagues,
after a challenging year of changes and
difficult decisions.
I am increasingly confident in the progress and
potential of our business improvement journey
and the feedback we are receiving from
our customers.
Our key strategic pillars
Better technology – partnering
with hyperscalers
With gen AI driving a significant technological
revolution globally, a critical part of our strategy
moving forward is to enable our customers
to take advantage of its possibilities, deploy
it in their business processes and do it safely,
ethically and supported by a national trusted
partner like Capita. This will transform how we
deliver complex processes at scale and will
enable us to leverage our deep understanding
of our customers’ business processes. To
accelerate this and leverage their wealth of
capabilities and deep investments in AI, we
are partnering with hyperscalers to extend their
basic solutions with our expertise and data to
deliver solutions that will improve productivity
and reduce delivery costs. For example, AI is
providing greater choice in servicing methods,
reducing average handling times for customer
calls and increasing first time resolutions in our
contact centres. Partnering with hyperscalers
while leveraging our process and sector
knowledge is enabling us to offer best in class
technology, both cost effectively and swiftly,
ensuring we remain competitive in a rapidly
changing market.
The adoption of AI across the Group will be the
cornerstone of our operational evolution and in
November we welcomed Sameer Vuyyuru to the
Executive Team as Chief AI and Product Officer.
Sameer’s role will focus on driving product
innovation and delivering scalable and repeatable
products and AI solutions that deliver better
outcomes for clients and Capita.
The key principle for our AI solutions is to augment
and amplify humans. We are enhancing roles
by removing repetitive tasks and streamlining
workflows, allowing our people more time for
human-centric tasks that require human empathy
and judgement. We are already delivering a range
of solutions across the contract portfolio, with
Customer net promoter score
+28pts
(2023: +16pts)
a number of further solutions being designed in
collaboration with our hyperscaler partners. Our
new technology platforms are already creating a
better employment experience and greater job
satisfaction as delivery teams provide a more
productive and personalised experience to clients
and their customers.
For example, earlier this year, following a
successful design and pilot we launched the
CapitaContact platform with the London Borough
of Barnet in the Local Public Service part of
Capita Public Service. This gen AI-powered
contact centre solution leverages Amazon
Connect to provide a simplified customer
experience for a wide range of queries. Overall,
our progress in technological and AI enablement
positions Capita very well to meet our customers’
evolving requirements. For example, the UK
Government’s priorities, as outlined in the recent
budget and subsequent Blueprint for Modern
Digital Government, are clearly focused on
making people’s lives easier, establishing firmer
foundations, achieving smarter delivery and
driving higher productivity and efficiency.
Examples this year of our innovations in our
Public Service business include the Capita
Accelerate tool embedded in the Recruiting
Partnering Project for the British Army, for which
we have a number of potential other use cases,
and our virtual wards capacity which reduces the
strain on hospital beds and in-person treatment
and therefore has the potential to reduce NHS
waiting lists.
In the Contact Centre business, we have
developed AgentSuite: a cutting-edge gen
AI customer experience solution comprising
two components, Agent Assist and Call Sight.
These provide real-time sentiment analysis,
AI generated prompts to aid call handlers
and reduce post-call administration time with
automatically populated call notes. In the Contact
Centre business, around 50% of agents are
now utilising AI and gen AI technology in
their day-to-day roles.
“We maintain
our focus on
operational
delivery for
clients by
striving to
deliver well for
our clients and
getting it right
the first time.”
Adjusted operating margin
1
4.0%
(2023: 3.5%)
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Within our Pension Solutions business we are
transforming user experience with the creation of
our new digital pensions platform. Incorporating
technology from Microsoft Dynamics and
Amazon Connect it will provide an improved
and fully personalised experience for the pension
member. This product will become part of our
core offering for all future pension administration
contract tenders.
We are also standardising and centralising
high-volume, low-complexity sales processing
across the Group through an enabling optimised
sales (EOS) project. This will result in a scalable
platform, integrated with Salesforce, to drive
business value and aid growth in the long term.
In addition, I am very pleased with our recent
announcement in January 2025, that the Group
would be one of the first companies in Europe
to use Salesforce’s Agentforce AI for complex
business tasks. Agentforce is a sophisticated
AI system that creates ‘Agents’ capable of
performing automated tasks and engaging
in user conversations. Our initial release will
met during the year, we implemented specific
remediation actions to ensure we meet the
high standards our customers expect.
As mentioned earlier, we saw our customer net
promoter score improve across all areas of the
business with the Group score improving to +28
points, up from +16 points in 2023. There was a
particularly strong performance in the Experience
businesses which saw a 19-point improvement.
Areas where clients suggested improvement
included further understanding of the Group’s
approach to AI and digital offerings, as well as
some improvements to systems and processes,
which was somewhat expected and our existing
plans will address. Operational highlights in
2024 included:
• In Public Service, as part of the division’s
contract to deliver Royal Navy training, we
partnered with Metaverse VR to deliver eleven
new Warship Bridge Simulators across three
Royal Navy locations in the UK, more than
doubling the Navy’s simulator capacity;
• Also in Public Service, on the Standards
and Testing Agency contract, we printed
and delivered 11 million test papers to schools
for SATs week, hitting every milestone on time,
including the marking and delivery of 99.9%
of scripts;
• In Pension Solutions, we saw the number of
members engaging with pensions via digital
channels increase by more than 200%,
allowing more efficient communication,
while reducing our costs to deliver;
• In our Contact Centre business, across
our delivery centres we handled more
than 32 million calls for clients in the UK,
Ireland, Germany and Switzerland; and
• To support future delivery and growth in the
Contact Centre business, we opened two new
global delivery centres in Bulgaria and South
Africa. This expansion will enable the division
to meet the increasing demand for multilingual
services to broaden our market opportunities.
While our contract delivery has been largely
consistent across 2024, there were two specific
historic contracts where we encountered delays
from our original planned mobilisation dates.
They both had significant impacts on 2024
revenue and profit performance but will
benefit 2025.
In the Contact Centre business, certain delivery
issues have led to the reduction of volumes
on one particular contract. Action was taken
to remediate this swiftly and we have the
opportunity to regain volumes in the future.
We have made good progress with the business
areas we identified within our manage for value
category at our Capital Markets Day in June
2024. In September 2024 we completed the
disposal of Capita One, realising net proceeds of
c.£180m and in December 2024 we announced
the disposal of the Group’s mortgage servicing
business assets, a transaction which we expect
to complete in Q2 2025.
In 2024, we agreed a number of transition
agreements for contracts in the closed book Life
& Pensions business unit, within the Regulated
Services subdivision, where we’ve seen
continued volume reductions as expected. There
is now one client remaining and we are actively
engaged in discussions to resolve the challenges
in this business. The subdivision continues to
have a cash cost to the Group of around £20m
per annum.
Better efficiencies – moving at pace
At the start of the transformation, the Group
established a programme management office
to deliver the company-wide transformation
and associated cost efficiency savings with
the transformation split into three waves:
funding the journey; back to basics; and
building for the future.
In March 2024 we announced targeted cost
savings of £160m to be delivered by June 2025,
to help deliver a medium-term adjusted operating
Chief Executive Officer’s review continued
introduce the Capita Career Assistant, an AI bot
to aid our recruitment process, helping potential
applicants find suitable jobs, and automating
parts of the hiring process like matching skills,
screening applications, scheduling interviews, and
updating records. Through 2025, this solution will
expand upstream to address additional steps in
high-volume recruitment. For an organisation like
Capita that hires around 10,000 colleagues each
year this offers significant quality, speed, cost
and candidate experience benefits. It is our
intention to deliver this managed platform to
customers who face similar challenges with
high-volume recruitment.
We know our customers entrust us to hold,
manage and process some of their most
valuable and sensitive data and we are taking a
responsible approach to AI to deliver leading and
safe AI solutions working with trusted partners
with appropriate governance as we continue
to invest in our cyber security across the year.
All AI adopted by Capita must adhere to our
AI principles (inclusive, trustworthy, transparent,
accountable, secure, governed and adaptive),
which govern the secure, fair and ethical use
of AI. Our principles reflect our values and
incorporate worldwide recognised guidelines as
well as compliance with the EU AI Act. We have
further launched a gen AI oversight committee,
ensuring human oversight of all critical decisions
and appropriate ethics review at Executive level.
We are committed to providing continuous
training to colleagues across the organisation
on the responsible use of AI.
Better delivery – a consistent approach
Delivering consistently and effectively for
our customers is a key part of making a Better
Capita. Delivering the right service the first time
means a better service to the customer and
reduced excess cost to us.
Across 2024, the Group maintained its KPI
performance with an average performance above
90%. In areas where KPI performance was not
“Delivering
consistently
and effectively
for our
customers
is a key part
of making a
Better Capita”
Financial statementsCorporate governanceStrategic report
Capita plc Annual Report and Accounts
8

margin
1
of 6 – 8%. So far, we have taken actions
which will deliver annualised cost savings of
£140m. The majority of these savings have been
achieved through efficiencies and synergies in
our processes and technology, property
rationalisation, and organisational changes that
align with the business we need to become.
During 2024, based on the positive results from
the increasing use of AI and gen AI at the heart
of this transformation, we continued to identify
significant cost opportunities within the Group.
As announced in December 2024, this enabled
us to increase our cost reduction target from
£160m to up to £250m to be delivered by
December 2025, with a further £55m cash cost
to achieve these savings to be incurred in 2025.
A proportion of the additional targeted savings
will be delivered via natural employee attrition
as we further simplify the business, particularly
within the Contact Centre business where, in
line with peers, employee attrition has historically
been higher. For example, in December 2024
attrition was 29% on a 12-month rolling basis,
compared to 16% for the rest of the Group.
The additional savings will be achieved though
further simplification and centralisation of internal
processes and are expected to help offset the
gross £16m of in-year incremental employers’
National Insurance Contribution (£20m on an
annualised basis) in 2025.
These savings provide further confidence in the
delivery of our medium-term margin target and
we expect to generate positive free cash flow
1
from the end of 2025. We continue to expect
a reinvestment of c.£50m of the savings across
2025, which will drive growth through technology
and ensure the Group’s ongoing price
competitiveness moving forwards.
Better company – launching our
culture change programme
This year I have spent a significant amount of
time meeting colleagues across the geographies
in which we operate, and I have seen first-hand
the passion our colleagues have for the work
they do. I am very impressed by that passion,
and the skills and experience that our team bring
to bear. Our colleagues, and the skills and talent
they have, are a key enabler of our transformation
and business improvement journey and they are
highly valued by our customers.
With a major ongoing transformation programme,
and many difficult decisions around pay
reductions and reorganisation, this year was
understandably difficult for our people. This was
reflected in the Group’s eNPS score which
reduced by 29 points to -33 points (in particular
recommending Capita as an employer to friends
and family). More pleasingly we saw employee
engagement, a more reflective measure during a
transformation, of 64%, just a 3-point reduction
on the prior year and 81% of employees feel they
can be themselves at work. I am also pleased to
see that the Group’s rolling 12-month voluntary
attrition at the end of December has reduced to
21.7% compared with 25.3% in the prior
12 months which, as previously outlined, will help
deliver a proportion of our recently announced
cost savings target.
Following completion of, and feedback from,
our Group-wide culture survey in 2024, we have
embarked on a multi-year culture improvement
journey across all levels within the organisation
aiming to build a culture in which everyone is
united in achieving Capita’s goals, while nurturing
their individual career aspirations. As part of
this journey, during the year we launched
our leadership playbook and development
programme which will help us nurture and develop
talent through all levels of the organisation. This
journey will be based on both local and Group
led initiatives to ensure a personalised and
tailored experience for all colleagues.
In 2025, our people agenda is a key priority and
we have a plan to further improve the employee
value proposition.
Total contract value and growth
Across 2024, we focused on both improving the
Group’s cost competitiveness and on maintaining
rigour around bidding processes to ensure that
contracts were bid at an acceptable margin.
We expected revenue reductions while we
strengthened capabilities and improved margins
to enable profitable growth in the future.
As a result, we saw a lower level of contract
bidding activity and the Group saw its total
contract value (TCV) won reduce to £1,513m
from £2,952m in 2023. With the lower TCV, the
Group’s book to bill reduced to 0.6x from 1.1x in
the prior year, with 0.7x in Public Service, 0.7x
in the Contact Centre business and 0.8x in
Pension Solutions.
As a first step for future growth, the Group’s
renewal rate across 2024 improved strongly
to 92%, up from 51% in 2023, following some
material losses in 2023 which were lost on price.
Public Service delivered an 87% renewal rate,
up from 40% in the prior year, with Experience
(across its three sub-divisions) at 95%, up from
61% in 2023. The Group’s high renewal rate
underlines our strong client relationships and
consistent delivery of high-quality solutions.
Maintaining a high renewal rate, while ensuring our
margin target is met, is a priority looking forward.
There is a major opportunity to increase the
Group’s win rate on new and expanded scopes
of work, which in 2024 reduced to 18% from
69% in 2023. In addition to greater focus on
rebuilding the sales pipeline and a rejuvenated
suite of AI/digital solutions, as we continue to
improve efficiencies as part of the Group’s cost
reduction programme, we will become more
price competitive which together will improve
the Group’s win rate on new and expanded
scopes of work. Across all opportunities the
win rate by value was 32% (2023: 62%), 23%
in Public Service and 62% in Experience.
Significant contract wins in the year included
the renewal of two European telecoms clients,
one with an expanded scope, with a TCV of more
than £250m TCV, a further extension on the Data
Communications Company Licence with a TCV
of £135m and a renewal with the Royal Mail in
Pension Solutions with a TCV of more than £50m
following a competitive tender. There were
expansions of scope with contracts with the
Royal Navy and in Local Public Service.
The total unweighted pipeline across all years,
as of 31 December 2024 was £11,121m,
an increase from £10,329m at 31 December
2023, despite the unsuccessful outcome on the
material opportunity to deliver the Armed Forces
Recruitment Programme with the Ministry of
Defence in 2024, which was lost on price and
a bid we priced to deliver the highest quality,
without risk to our Armed Forces. We will
continue to deliver the Recruiting Partnering
Programme for the British Army to the
contract transition date in 2027.
Capita plc Annual Report and Accounts
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Financial statementsCorporate governanceStrategic report

Chief Executive Officer’s review continued
Within the Group, there are material opportunities
across 2025 with the Department for Work and
Pensions, framework opportunities with the
Crown Commercial Service and a number
of UK-based utility companies.
Of the total unweighted pipeline of £11,121m,
more than £5bn relates to opportunities with
a significantly higher technology and AI/gen AI
underpin including material opportunities with the
Home Office, HMRC and Transport for London.
We have seen a number of early successes so far
in 2025, with the renewal of the Gas Safe Register
contract with a TCV of £89m and further expansion
of scope with the Royal Navy in Public Service.
The Group’s order book, as measured by
IFRS 15, was £4,241m at 31 December 2024,
a reduction of £1,642m from £5,883m at
31 December 2023. This reduction reflected
£809m order book additions, indexation and
scope changes, offset by £1,838m revenue
recognised and a £225m reduction from
business disposals and contract terminations.
In 2024, we won a number of material contracts
which are framework agreements which do not
meet the accounting criteria for order book
recognition, and these contracts resulted in
£388m being derecognised from the order book.
Financial results – free cash flow
1
and net debt
Free cash flow
1
excluding business exits, was
an outflow of £122.3m (2023 outflow: £123.6m),
reflecting the reduction in cash generated by
operations and the cash cost to deliver the
ongoing cost reduction programme which
was partially offset by a reduction in cash flows
related to the 2023 cyber incident and pension
deficit contributions.
Free cash outflow for the Group was £122.7m,
(2023 outflow: £154.9m) including the inflow from
businesses exited, or being exited, of £14.1m in
year offset by £14.5m pension deficit contributions
triggered by disposals.
Net financial debt (pre-IFRS 16) was £66.5m
(2023: £182.1m) benefiting from net proceeds
realised on the disposal of Capita One and Fera
of £223.9m which more than offset the Group’s
free cash outflow across the year.
Net debt, including the impact of property leases
accounted for under IFRS 16 was £415.2m
(2023: £545.5m). Our IFRS 16 lease liability was
£348.7m (2023: £363.4m) reducing with property
rationalisation programme and monthly lease
payments. The lease asset receivable related
to the lease liability was £95.7m (2023: £70.3m),
reflecting the successful sub-letting of property
the Group is not utilising.
Outlook
As we look forward to 2025 and beyond, we will
continue to focus on the same areas and themes
unveiled in June’s Capital Markets Day. The
continued growth of AI and what it can do for
organisations and the UK Government’s AI plans
align well with our strategy. As we continue to
transform, we expect to see adjusted revenue
1
in
2025 to be broadly in line with that of 2024, with
growth in Public Service and Pension Solutions,
offset by revenue reductions in Contact Centre
and Regulated Services, as we continue to
actively exit contracts in this business.
I am increasingly confident in the progress and
potential of our business improvement journey,
the capabilities and engagement with our
hyperscaler partners, the feedback we are
receiving from our customers, all of which
creates a strong foundation for 2025. Similarly,
we are also focused on building a better Capita
with, and for, our colleagues.
As we continue to see the benefit from our cost
reduction programme we expect to see a small
increase in the Group adjusted operating margin
1
overall, with good margin improvement in Public
Service and Contact Centre, maintaining double
digit margins in Pension Solutions, offset by a
reduction in margin in Regulated Services as
we exit contracts.
With the costs to achieve material cost savings
heavily weighted to H1, we expect a free cash
outflow before the impact of business exits
1
of between £45m – £65m, including a £55m
outflow to deliver the cost reduction programme,
with an improved cash conversion
1
of 55% to
65%. We expect the Group to be free cash flow
positive, before the impact of business exits
1
from the end of 2025.
Reflecting the free cash outflow
1
, we expect net
financial debt to increase. We expect to see a
reduction in the Group’s IFRS 16 lease liability
as we continue our property rationalisation
programme and make cash lease payments.
Financial results – revenue and
operating profit
Adjusted revenue
1
declined 8.0% to £2,369.1m
(2023: £2,575.8m). The decline reflected the
continued impact of prior year losses including
Electronic Monitoring Services and our focus
on exiting lower margin services, the non-repeat
of the one-off benefits from the Virgin Media O2
contract transition, and a commercial settlement
within the Regulated Services subdivision in
2023. The telecommunications vertical of the
Contact Centre business also saw lower volumes
in 2024. This was partially offset by volume
improvements in Public Service contracts including
with Transport for London and the benefit from
indexation.
Reported revenue declined 14.0% to £2,421.6m
(2023: £2,814.6m), reflecting the above contract
movements and impact of business exits
including the Capita One disposal.
Adjusted operating profit
1
increased by 5.5% to
£95.9m (2023: £90.9m), as the c.£90m positive
impact of the cost reduction programme more
than offset the revenue reduction seen across the
Group, including the non-repeat of one-offs from
the prior year. The Group adjusted operating
margin
1
improved to 4.0% from 3.5% in 2023.
Reported operating loss was £9.9m (2023 loss:
£52.0m), largely reflecting £27.9m of costs to
deliver the Group’s successful cost reduction
programme and a £75.1m goodwill impairment
recognised within the Contact Centre business.
Financial statementsCorporate governanceStrategic report
Capita plc Annual Report and Accounts
10

Investment case
Reasons to invest in Capita
We are at a defining moment in the evolution of technology and with our
strong foundations, an impressive client list, and a talented and passionate
workforce – Capita is well placed to take advantage of the opportunities
that technology offers us.
Delivering on our commitments to stakeholders
Strong foundations to build on
– customer base, knowledge
and expertise of our people
A BETTER CAPITA
More consistent and strategic,
go-to-market approach to
double down on ‘star positions’,
improve those with potential and
manage for value any others
Self-sufficient strategy funded
by efficiency improvements, cash
generation and exiting less
attractive markets
Use of next-generation
technology innovation provides
an opportunity for productivity
improvements, better service
and to unlock growth
Significant cost reduction,
efficiencies and margin
improvement opportunity
across all businesses and
especially in contact centres
We are better leveraging
partnerships with hyperscalers
to accelerate digital, data and
technology transformation
Medium-term
targets:
Adjusted
operating margin
1
6 – 8%
Free cash flow, excluding
the impact of business exits
1
to become positive from the end
of 2025 onwards.
Operating cash conversion of 65% – 75%
Adjusted revenue
1
low to mid-single digit %
revenue growth p.a.
Our focus is to deliver long-term value driven through the expertise of our leadership team
For more information about leading indicators on the journey to reaching our medium-term targets, please see pages 2 to 3.
1. Refer to APMs on pages 234 to 237.
Capita plc Annual Report and Accounts
11
Financial statementsCorporate governanceStrategic report

Business model
Understanding a
better Capita
Our vision is simple: to be the trusted partner for our customers, across
both the public and private sector; and to run complex business processes
more efficiently, creating better consumer experiences.
Our key inputs
Relationship with hyperscalers
Deep sector process knowledge
Disciplined approach to corporate governance
and risk management
We have reset our relationships with technology hyperscalers
including Microsoft, AWS, Salesforce and ServiceNow to
co-create AI and gen AI offerings for customers which are
unlocking productivity while transforming the customer and
citizen experience.
Group governance, support services
and risk management
Public Service
provides digital
transformation and
business process
services to the
UK Government
to enhance
productivity and
citizen experience.
Our key sectors
are Local Public
Service, Central
Government and
Defence & National
Preparedness.
Experience
designs,
transforms, and
delivers customer
experiences
Contact Centre
operates in the UK,
Ireland, Germany
and Switzerland
Pension Solutions
and Regulated
Services
businesses
operate in the UK.
How our business works
The Group is taking a measured approach to corporate governance
and risk management across its dedicated committees.
We have a deep rooted understanding of our clients and
government processes. This knowledge means we can drive
efficiency and improve efficiency of delivery as we co-create
bespoke solutions with technology hyperscalers.
Capita Public Service
Capita
Experience
Value created for our stakeholders
Our people
by providing an environment
in which they can thrive
and develop.
Investors
by delivering sustainable
positive free cash flow
and improving returns.
Clients and customers
by delivering efficient
and effective solutions,
transforming businesses
and services through
expertise and technology.
Suppliers and partners
by treating them fairly and
working in partnership
to deliver.
Society
by acting as a
responsible business.
eNPS
-33pts
(2023: -4pts)
Reduction in
carbon footprint
(market-based)
37%
(2023: 58%)
cNPS
+28pts
(2023: +16pts)
Supplier
payment
compliance 2024
92%
(2023: 99%)
Individual structural growth markets
Read more on page 19 Read more on page 22
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Capita plc Annual Report and Accounts
12

A BETTER CAPITA
Technology
Read more online
www.capita.com
Our new Chief AI and
Product Officer
In December 2024 we welcomed
our first Chief AI and Product
Officer – Sameer Vuyyuru.
The creation of this new role
underscores Capita’s
commitment to its technology
and digital strategy which is a key
driver of the Group’s strategic
transformation and vision. Sameer
will focus on driving product
innovation and delivering scalable
and repeatable AI solutions that
drive better outcomes for clients
and the Group. This will include
product strategies, creating
comprehensive end-to-end
solutions and cultivating
hyperscaler and other key
partner relationships.
Our relationship
with hyperscalers
During 2024 we re-established
our relationships with the
hyperscalers, who will play a
vital role in helping to leverage
our AI and business improvement
journey. We are now partnering
with the likes of Microsoft,
ServiceNow, Salesforce and
AWS to co-create solutions.
Around half of the £11bn
opportunities we see in our sales
pipeline now have a higher
element of technology/gen AI
underpin.
As well as understanding our own
clients and their processes, a vital
part of the Group’s transformation
will also come from embedding AI
and gen AI into our own methods
and processes to improve the
precision of delivery and efficiency.
We have also developed and
launched products such as
AgentSuite where we see
growing client interest and
adoption, held workshops with
hyperscalers which delivered
partnership ideas we are now
implementing and launched the AI
Catalyst Lab whereby colleagues
can share their knowledge and
ideas where AI would best
benefit the business. In addition,
Salesforce are completing a
comprehensive Group wide
review identifying where AI
can help customers.
Contract pipeline with higher
technology/gen AI underpin
£5bn
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13
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A BETTER CAPITA continued
Delivery
Read more online
www.capita.com
Creating global delivery
centres of excellence
This year the Group opened
two new sites, a second office in
Sofia, Bulgaria and a new delivery
centre in Mutual Park, Cape
Town. These expansions enable
Capita to meet increased
demand for multilingual customer
experience services from clients
across Europe and broaden its
reach in the region by providing
a diverse range of services and
expertise. These expansions
signify both our commitment
to global growth and our pursuit
of excellence in customer
experience solutions and delivery.
Primary Care
Support England
All NHS pension scheme
members are required to declare
their own pensionable income
and ensure the correct pension
contributions have been paid.
Capita helps them do that by
administering the forms they
complete. In all, Capita receives
up to 2,500 of these forms every
month, so even small reductions
in handling time result in
savings overall.
Our new automation tool was
launched in November 2024
and has resulted in a reduction
of manual effort equivalent to four
full time employees. In the longer
term, we expect this small piece
of automation to save 15 minutes
handling time for each case that
is matched.
Trusted public sector
partner with longstanding
relationships and
satisfied clients
Deep sector and business
process knowledge, built
up over 40 years
Supporting clients to deliver
efficient, high-performing,
user-friendly services
Ability to deliver at scale
in complex environments
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Capita plc Annual Report and Accounts
14

Efficiency
Read more online
www.capita.com
Capita Data &
AI training academy
The Data & AI academy is part
of Capita’s drive to grow client
satisfaction and develop a team
of AI-literate specialists who can
provide ethical counsel in the
area. 100 colleagues from across
Public Service and Experience
will be able to take part in the
13-month ‘AI for Business Value’
apprenticeship programme
delivered by Multiverse
2
.
The partnership is the latest in a
series of new initiatives by Capita
to enhance its AI capability,
improve its offering in the market,
and upskill colleagues in the use
of AI technology.
We also have a successful cost
reduction programme underway
which will improve the Group’s
operating margin in the medium
term.
Adjusted operating
margin performance
1
4.0%
(2023: 3.5%)
Annualised savings
now actioned
across a number
of areas
£140m
Capita Public Service
Capita Experience
Capita plc
Organisational simplification
Offshoring
Procurement
Real estate rationalisation
107
7
15
11
We have a successful cost
reduction programme underway
which will improve the Group’s
margin in the medium term
1. Refer to APMs on pages 234-237.
2. Multiverse is a tech company that has
trained more than 16,000 apprentices
in data and digital skills since 2016
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A BETTER CAPITA continued
Company
Read more online
www.capita.com
Rallying and resetting
company culture & launch
of our leadership playbook
We are developing a winning
culture to focus on our people
and connect our strategy,
purpose and vision. This year we
engaged with our people, at all
levels across the organisation, to
design our future culture blueprint.
We also launched our leadership
playbook which outlines the
principles, practices, expectations,
and behaviours that define
effective leadership within
the Company. It is designed
around four cornerstones:
being accountable, building
trusted relationships, learning
and curiosity, and driving a
winning mindset. The playbook
encourages leaders to engage in
thought leadership conversations,
reflect on their actions, and align
individual efforts with
organisational goals. It serves as
a roadmap to help leaders lead
with heart, head, and hands,
contributing to a culture of
trust and continuous learning.
Internal mobility
21%
(2023: 8%)
Leadership
Capita’s leadership cornerstones:
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Capita plc Annual Report and Accounts
16

Market trend in focus
Accelerated transformation The adoption of AI
We believe that:
– Governments and businesses will need more
support to leverage these technologies in
their business processes and with expertise
to run those processes. They want to
take advantage of these technology
advancements, but they don’t have
the skills, capacity or time to do that.
– We can enable faster services for our
customers around information analysis,
retrieval and customer service. Historically,
these services were delivered on top of
complex organisations, were very costly and
took a lot of time. This is now semi-
immediate.
– As in the McKinsey study, our customers are
starting to experiment in individual processes
to validate and then deploy at scale.
– There is opportunity for Capita to capture
value of human expertise and deploy it
everywhere to assist colleagues.
– These technologies will change the
economics beyond ‘just labour arbitrage’
to ‘people and productivity’ and be
more efficient.
These challenges represent a huge
opportunity that technology can
offer to companies like Capita.
The market
Across Capita Public Service and our core Contact
Centre and Pension Solutions businesses within
Capita Experience, we operate in substantial
markets. There is more than £50bn of
addressable market opportunity annually.
This market is likely going to grow as, increasingly,
more of our clients will need help as they seek
to solve their complex challenges through the
application of technology. This ranges from more
basic automation, better analytics and insights
all the way to the deployment of gen AI.
According to a McKinsey survey, c.70% of
companies have already launched at least one
at-scale gen AI powered solution
1
.
Market size
>£50bn
(2023: £40bn)
c.70%
of companies have already launched at least
one at-scale gen AI powered solution
1
1. McKinsey Enterprise CXO Survey: Impact of GenAI for Technology Services Providers
BPS market evolution 2024-2026
1
Empowering clients through
responsible applied AI – leverage
deep industry expertise and decades
of trust to apply AI responsibly
2
Driving operational excellence
at scale – transform traditional
BPO model by integrating AI-driven
automation, delivering measurable
value to clients
3
Partnering for innovation
– leverage leading hyperscalers
and technology partners, ensuring
Capita remains an agile leader
4
Leading the shift to ‘service-as-
software’ – redefine service delivery
by applying AI to streamline ops
and creating scalable and
intelligent solutions
5
Becoming the best implementor
of human-in-the-loop AI
– balance AI with human expertise
to maximise impact, ensuring trust
and accountability
6
Building a scalable AI-driven
future – develop a seamless
AI onboarding platform and drive
long-term, scalable transformation
CAPITA MOVING AT SPEED
Capita plc Annual Report and Accounts
17
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Strategic framework
Creating positive outcomes
We are prioritising the business sectors in our Public Service, Contact
Centre and Pension Solutions divisions where we have strong expertise
and see material opportunities in the future.
A BETTER CAPITA
Our purpose to create better outcomes
Delivered through
our two divisions
Delivering on our
medium-term ambitions
Underpinned by Group governance, support services and risk management
+
For more see page 15
+
For more see page 13
+
For more see page 14
+
For more see page 16
Capita Public Service
Capita Experience
Contact Centre Pension Solutions Regulated Services
+
For more see page 19
+
For more see page 22
Scale and leadership position
in key markets
Talented and passionate colleagues
Human + AI-automation:
data analytics and gen AI
Strong credential dealing with
complex solutions
Hyperscalers and
technology partnerships
Strong culture and
transformation governance
Better efficiencies
Improving
adjusted
operating
margin
1
to 6 – 8%
Improve free cash flow
1
65 – 70%
operating
cash
conversion
1
Grow the business
Low to
mid-single
digit % sustainable
adjusted revenue
1
growth
Built on our
foundational enablers
Our strategic
priorities
Better EfficiencyBetter Technology Better Delivery Better Company
1. Refer to APMs on pages 234 to 237.
Financial statementsCorporate governanceStrategic report
Capita plc Annual Report and Accounts
18

Operating review >> Public Service
Capita Public
Service
Public Service is the number one
2
strategic supplier of Software
and IT Services (SITS) and business process services (BPS) to
the UK Government.
Financial performance
Divisional financial summary 2024 2023 Change %
Adjusted revenue
1
(£m) 1.387.2 1,399.9 (0.9)
Adjusted operating profit
1
(£m) 89.1 69.6 28.0
Adjusted operating margin
1
(%) 6.4 5.0
Adjusted EBITDA
1
(£m) 125.6 111.4 12.7
Operating cash flow excluding business exits
1
(£m) 92.1 88.5 4.1
Order book (£m) 2,923.4 3,546.0 (17.6)
Total contract value secured (£m) 928.7 1,840.1 (49.5)
1. Refer to APMs on pages 234 to 237.
Business units
• Local Public Service
• Central Government
• Defence & National Preparedness
(including Learning)
Employees
• 10,400
Client distribution
• UK
Competitors
• Atos
• G4S
• Sopra Steria
• CGI
• Tata Consultancy
Services (TCS)
• Cognizant
• Accenture
• Serco
• Maximus
Major contract wins and renewals
• A two-year extension to the Data
Communications Company (DCC)
Licence with a TCV value up to £135m
• Further expansion worth £80m over
three years on our contract delivering
Royal Navy training
• A three-year extension worth £20m
to deliver council tax, revenues and
benefits and business rates customer
management for Westminster City
Council building on a 29-year partnership
2024 overview
Adjusted operating profit
1
£89.1m
(2023: £69.6m)
Adjusted revenue
1
£1,387.2m
(2023: £1,399.9m)
1. Long-term contractual
2. Short-term contractual
3. Transactional
83%
12%
5%
Adjusted revenue by type
1
1. Local Public Service
2. Central Government
3. Defence &
National Preparedness
(including Learning)
24%
38%
38%
Revenue by market
1
2
3
1
2
3
Capita plc Annual Report and Accounts
19
Financial statementsCorporate governanceStrategic report

Operating review >> Public Service continued
Markets and growth drivers
Public Service is the number one strategic
supplier of Software and IT Services
2
(SITS)
and business process services
2
(BPS) to the
UK Government.
The division is structured around three market
verticals: Local Public Service; Defence &
National Preparedness (including Learning);
and Central Government, delivering to their
respective client groups.
Following a review of the industries served by
Public Service, the division’s core addressable
market size is c.£25bn
2
, growing at approximately
4%
2
per annum. Digital BPS continues to be an
area of fast growth, with traditional business
process outsourcing currently shrinking. This
trend is expected to continue, reflecting the UK
Government’s recent announcement on the use
of AI in government processes to ensure delivery
of high-quality, cost-effective services to
its citizens.
Public Service operates in highly fragmented
markets with a variety of services offered.
Competitors within the market include but are
not limited to: Atos, G4S, Sopra Steria, CGI,
Tata Consulting Services, Serco, Accenture
and Maximus.
Strategy and better technology
The division has identified four key propositions
that offer substantial sales potential across the
2. TechMarketView.
public sector client groups in the UK, through
enhanced repeatability and cost-efficient delivery,
particularly in the areas of modern, technology-
enabled business process outsourcing and
National Preparedness. These are Digital
Business Services; Citizen Experience;
Workforce Development; and Place.
Looking ahead, there is a significant opportunity
to drive productivity and efficiency in line with the
UK Government’s strategy of integrating AI into
public services. We are working with technology
hyperscalers to co-create solutions based on
our public sector process knowledge, blending
together offerings which are both technology
and people driven.
The division is focused on building standardised
repeatable propositions, leveraging the scale of
our hyperscaler partners while using our sector
specific domain knowledge and expertise. This
will in turn reduce cost to serve and improve
market impact. We have a number of AI and
gen AI products embedded in clients across the
division, including the use of CapitaContact and
Capita Accelerate, a natural language processing
tool that we are using to analyse candidates’
medical records to allow a faster processing time.
Our two client advisory boards, covering all
sectors in which the division operates, continue
to help us enhance customer centricity, improve
strategic decision making, aid innovation and
strengthen client relationships. We will continue
to build on their use in 2025.
“We are focused on
working with trusted
technology partners”
Better delivery Delivering four of
the five UK Government missions
We believe that our unique ability to bring people, processes, and technology together will be a
key enabler in helping the new administration deliver its milestones that align to the missions on
the screen.
– Royal Navy training*
– Local Public Service transformation
– Work Capability assessment
Government mission Capita capability
Kickstart
economic growth
– Managing the delivery
of the UK’s smart meter
communications platform*
– Local Public Service decarbonisation
– Delivery of London’s ultra
low emission zone*
Clean energy
– Delivery of Entrust
– Flexible learning
– Disabled Students Allowance*
Break down barriers
to opportunity
– Delivery of Primary Care
Support England
– Virtual care capability*
– Procurement Transformation
with NHS England*
Building an NHS
fit for purpose
* Higher technology and AI underpin
Financial statementsCorporate governanceStrategic report
Capita plc Annual Report and Accounts
20

Operational performance and
better delivery
Across the year, the division’s average
KPI performance was consistent at 94%.
The division’s standalone cNPS (customer
satisfaction) performance was +28 points
with specific positive feedback around account
management and sector experience. An area
of improvement was digital innovation and
transformation, which will be a key area of focus
for 2025 as we look to embed technology more
consistently across the division.
The division saw a £15m cash overspend
associated with the delayed mobilisation of two
contracts over the year, which also impacted
revenue growth. One of these contracts went
live at the end of 2024.
Operational highlights across the year included:
• On the Standards and Testing Agency
contract, we printed and delivered 11 million
test papers to schools for SATs week hitting
every milestone on time, including the marking
and delivery of 99.9% of scripts;
• On the division’s contract to deliver Royal Navy
training, we partnered with Metaverse VR, to
deliver eleven new Warship Bridge Simulators
across three Royal Navy locations in the UK,
more than doubling the Navy’s simulator
capacity; and
• Our British Army Recruitment Site won best
‘Recruiting Website’ at the RAD Awards with
the site generating a 100% increase in
registration conversion.
Our consistent delivery has been a key factor
in expanding existing scopes with clients such
as Transport for London and the Royal Navy.
Looking to our long-term growth ambitions, we are
exploring expansion into international markets using
our existing infrastructure. We believe we can
increase the division’s addressable market and
accelerate growth, particularly in the Defence &
National Preparedness (including learning) vertical.
Growth performance
In 2024, Public Service won TCV of £928.7m
down 49.5% from that won in 2023. The decline
was in part driven by lower levels of contract
activity during a year of political transition, and
the benefit in 2023 from contract award dates
moving from 2022 into 2023.
We saw a further extension on the Data
Communications Company Licence with a TCV
of £135m and expansions with the Royal Navy
and in Local Public Service. The division’s book
to bill ratio was 0.7x.
The total unweighted pipeline for Public Service
at 31 December 2024 was £8,149m, an increase
from £7,474m despite our unsuccessful armed
forces recruitment bid, which we lost on price.
The year end weighted pipeline stood at £1,206m,
broadly similar to that in 2023 of £1,247m.
The divisional order book at 31 December 2024
was £2,923.4m, a decrease from £3,546.0m in
the prior year, reflecting the revenue recognised
in the period which more than offset wins in
the period.
Financial performance
Adjusted revenue
1
decreased by 0.9% to
£1,387.2m reflecting the cessation in previous
years of contracts in Local Public Service and
Central Government. Revenue growth was
impacted by a more disciplined approach to
bidding and the delayed mobilisation of two
contracts in the division. These offset additional
volumes in our Transport for London contract
and the benefit from indexation.
Adjusted operating profit
1
increased 28.0% to
£89.1m, delivering an adjusted operating margin
1
of 6.4%, as the division saw the positive benefit
of the Group’s cost-reduction programme which
offset the impact of contract losses and the
£15m profit impact from the conclusion of project
work in 2023 and the impact of Ofgem’s price
control determination on the Smart DCC contract.
Operating cash flow excluding business exits
1
increased 4.1% to £92.1m with operating cash
conversion of 73.3% (2023: 79.4%) impacted by
the delayed contract mobilisation and more
sustainable approach to working capital
management.
Outlook
For 2025, we expect the division to deliver low
to mid-single digit revenue growth driven by the
annualised benefit of new contracts, with growth
expected across all Public Service verticals
in 2025.
We expect a modest improvement in adjusted
operating margin
1
driven by revenue growth
and continued benefit from the cost
reduction programme.
“Our consistent
delivery has
been a key
factor in
expanding
existing
scopes with
clients such
as Transport
for London
and the
Royal Navy”
Customer net promoter score
+28pts
(2023: +27pts)
Total contract value secured
£928.7m
(2023: £1,840.1m)
Order book
£2,923.4m
(2023: £3,546.0m)
Capita plc Annual Report and Accounts
21
Financial statementsCorporate governanceStrategic report

Financial performance:
1. Contact Centre
Divisional financial summary 2024 2023 Change %
Adjusted revenue
1
(£m) 650.9 797.6 (18.4)
Adjusted operating profit
1
(£m) (5.9) (4.0) (47.5)
Adjusted operating margin
1
(%) (0.9) (0.5)
Adjusted EBITDA
1
(£m) 34.3 44.0 (22.0)
Operating cash flow excluding business exits
1
(£m) 0.1 20.9 (99.5)
2. Pension Solutions
Divisional financial summary 2024 2023 Change %
Adjusted revenue
1
(£m) 179.0 170.3 5.1
Adjusted operating profit
1
(£m) 28.1 25.9 8.5
Adjusted operating margin
1
(%) 15.7 15.2
Adjusted EBITDA
1
(£m) 34.1 31.2 9.3
Operating cash flow excluding business exits
1
(£m) 33.3 21.9 52.1
3. Regulated Services
Divisional financial summary 2024 2023 Change %
Adjusted revenue
1
(£m) 152.0 208.0 (26.9)
Adjusted operating profit
1
(£m) 12.6 33.1 (61.9)
Adjusted operating margin
1
(%) 8.3 15.9
Adjusted EBITDA
1
(£m) 18.4 39.9 (53.9)
Operating cash flow excluding business exits
1
(£m) (13.7) (5.7) (140.4)
1. Refer to APMs on pages 234 to 237.
Operating review >> Experience
Capita Experience
Following a review of the Group’s offerings, Experience will now report under three
segments, reflecting the different market sectors and end product offerings of its
component parts: 1. Contact Centre; 2. Pension Solutions; and 3. Regulated
Services, which includes closed book Life & Pensions.
Business units
• Contact Centre: Financial Services;
Telecoms, Media & Technology; Energy &
Utilities; and Retail (including charities)
• Pension Solutions
• Regulated Services
Employees
• 20,000
2024 overview
Adjusted operating profit
1
£34.8m
(2023: £55.0m)
Adjusted revenue
1
£981.9m
(2023: £1,175.9m)
1
2
3
2
3
1
Major contract wins and renewals
• A deal worth up to £220m with a
European telecoms provider in the
Contact Centre business, with £55m
of additional scope and a £165m
renewal from 2027 to 2030
• Within Pension Solutions a contract
worth £53m from 2026, with Royal Mail
Statutory Pension Scheme, with an
option to extend for a further two years
• A contract renewal with Tesco Mobile
worth £30m running to 2027, building
on our eight year partnership
Client Distribution
• UK
• Ireland
• Germany
• Switzerland
• Atento
• Teleperformance
• Accenture
• Concentrix &
Webhelp
• Foundever
• TTEC
• Tech Mahindra
• Firstsource
• Tata Consultancy
Services
• In-sourced
Competitors
Adjusted revenue by type
1
Revenue by market
1. Long-term contractual
2. Short-term contractual
3. Transactional
70%
28%
2%
1. Contact Centre
2. Pension Solutions
3. Regulated Services
66%
18%
16%
Financial statementsCorporate governanceStrategic report
Capita plc Annual Report and Accounts
22

Operating review >> Experience >> Contact Centre
Following a review of the Group’s offerings,
Capita Experience will now report under three
segments, reflecting the different market sectors
and end product offerings of its component
parts: 1. Contact Centre; 2. Pension Solutions;
and 3. Regulated Services, which includes
closed book Life & Pensions.
1. Contact Centre
Markets and growth drivers
Contact Centre is one of Europe’s leading
customer experience businesses with a top three
market share across EMEA, managing millions
of interactions, with customers in the UK, Ireland,
Germany and Switzerland and services delivered
across these geographies and also in India,
South Africa, Poland and Bulgaria.
The division is structured around the market
sectors it serves: Financial Services; Telecoms,
Media & Technology; Energy & Utilities; and
Retail. The European customer experience
market is worth £33bn
2
with the market
expected to grow at 4%
2
per annum.
Our competitors are mostly global and include
entities such as Teleperformance, Concentrix &
Webhelp, Tata Consulting Services and Foundever.
The customer experience landscape is evolving
at pace driven by changing technology and
shifting consumer expectations. Customers
demand an omnichannel experience, multilingual
support, and a flexible service model spanning
onshore, nearshore, and offshore operations.
2. NelsonHall.
Strategy and better technology
Contact Centre is a customer experience business
driven by data and technology powered by
people, operating as a leading regional player
with global quality standards.
This year, it launched nine customer service
bundles including areas such as retail and
collections, offering repeatable, modular and
scalable solutions that can be easily tailored to
markets needs and requirements, while providing
quicker market entry. Since the launch, we have
seen an increase in demand, particularly in the
retail market, which has driven an increase in
pipeline origination since the launch.
A key tool launched for the Contact Centre
business in 2024 was AgentSuite, combining two
elements of Agent Assist and Call Sight which
provide real time sentiment analysis, AI generated
prompts to aid call handlers and reduce post call
administration time with call notes automatically
populated. This tool will be used for the majority
of our clients in the future, and we have seen
significant productivity benefits from the early
adopters of this technology.
We also launched Sanas, a noise cancellation
and harmonisation technology which allows
for clearer communication during traditional
voice calls, improving agent confidence and
customer satisfaction.
At the end of the year, around 50% of agents
within the Contact Centre business were using
our AI and gen AI solutions with significant
further rollout to clients underway for 2025.
At the start of 2025, the Contact Centre business
announced a partnership with GetVocal AI to drive
further improvements in customer experience for
clients. GetVocal AI provides virtual agents that
will handle a range of customer interactions, with
the oversight of experienced Capita agents who
are ready to step in for complex queries,
vulnerable customers or escalation.
With a 2024 operating loss of £5.9m, there is
a significant opportunity for Contact Centre to
improve its margins to be in line with those of its
peers. The division is implementing a significant
reorganisation, including delayering internal
management structures and a digitisation
plan to reduce costs.
A key element of the division’s reorganisation
is increasing the use of offshore and nearshore
service delivery to meet client needs. In 2024
we opened two new global delivery centres
in Bulgaria and South Africa. This expansion
enabled the division to meet the increasing
demand for multilingual services and will
broaden our market opportunities going forward.
The Contact Centre business also increased
its offshoring use from 45% to 60% in the
operational support function, which is
closely aligned to peer benchmarks.
“Contact
Centre, is one
of Europe’s
leading
customer
experience
businesses,
managing
millions of
interactions”
Customer net promoter score – Contact Centre
+38pts
(2023: +19pts)
Total contract value secured – Contact Centre
£432.1m
(2023: £746.5m)
Order book – Contact Centre
£644.6m
(2023: £1,399.6m)
Capita plc Annual Report and Accounts
23
Financial statementsCorporate governanceStrategic report

Operating review >> Experience >> Contact Centre continued
Operational performance and
better delivery
Across the year, the division’s average in-month
KPI performance was consistent with 2023 at 93%.
The division’s standalone cNPS performance
was +38 points an improvement of 19 points
from the prior year, with positive client feedback
received on the division’s account management
and transparency of teams communication.
Whilst delivery and client sentiment has remained
strong across the majority of the portfolio, certain
delivery issues have led to the reduction of
volumes on one particular contract. Action was
taken to remediate this swiftly and we have the
opportunity to regain volumes in the future.
Operational highlights for the year include:
• To support future delivery, we opened two
new global delivery centres in Bulgaria and
South Africa;
• We were awarded Best Network Customer
Service for our work with Tesco Mobile;
• We handled more than 32 million calls
for clients in the UK, Ireland, Germany
and Switzerland;
• During peak season in South Africa our teams
managed 3.2 million customer contacts; and
• Our teams won a number of awards across
2024 including Accomplished Leader and
Emerging Leader at the CGA Global Women
in Leadership Awards. We have also been
nominated for awards such as Employee
Engagement at the UK Customer
Satisfaction Awards.
These achievements underscore our focus
on operational excellence, scalability, and the
delivery of quality customer experiences. As
we continue to expand our global footprint and
enhance our capabilities, we are well positioned
to drive even greater value for our clients and
their customers.
Growth performance
In 2024, Contact Centre won contracts with
a value of £432.1m down from £746.5m in the
prior year, as we saw a reduction in bid activity
across the year. Material wins included two
renewals with major European telecoms clients,
one with an expanded scope, with a combined
TCV of more than £250m and with Tesco Mobile
in the UK. The division’s book to bill was 0.7x.
There has been a strong start to 2025 with
renewals across all geographies we operate in.
At 31 December 2024, the division’s unweighted
pipeline was £2,243m, a decrease from £2,538m
at the same point in 2023. The weighted pipeline
was £295m, down from £429m in 2023.
Increasing the divisional pipeline is a key
area of focus in the medium term.
The order book at 31 December 2024 was
£644.6m, a decrease from £1,399.6m from
31 December 2023 reflecting the revenue
recognised in 2024 and the fact that the material
contracts secured in 2024 are framework
agreements that do not meet the IFRS 15
accounting criteria for order book recognition.
Financial performance
Adjusted revenue
1
decreased 18.4% to £650.9m
reflecting a number of prior year losses and
the non-repeat of the one-off benefit from the
Virgin Media O2 contract transition in 2023.
The division also saw lower volumes in the
Telecommunications vertical which are
expected to remain subdued in 2025.
Adjusted operating loss
1
increased 47.5%
to £5.9m as the successful cost savings and
reduced overheads did not offset the prior
year impact of the one-off benefit from the
Virgin Media O2 contract transition and lower
volumes in the Telecommunications vertical.
Operating cash flow excluding business exits
1
decreased 99.5% to £0.1m reflecting the decline
in EBITDA and the benefit from payment phasing
on the Virgin Media O2 contract in 2023.
Outlook
We expect a high single-digit revenue reduction
in the Contact Centre business in 2025, reflecting
previously announced contract losses and subdued
volumes within the telecommunications vertical.
We expect a full year margin improvement as
the division benefits from continued cost savings.
“we are well
positioned
to drive even
greater value
for our clients
and their
customers”
Financial statementsCorporate governanceStrategic report
Capita plc Annual Report and Accounts
24

2. Pension Solutions
Markets and growth drivers
Pension Solutions is our pension administration
and consulting business, with a focus on defined
benefit schemes. It administers over 400 public
and private pension schemes based in the UK
in a market worth £3.6bn
2
and with a projected
£1bn of total contract value expected to come
to market in the next three years.
A key pensions industry trend is the increased
member demand for a seamless user experience
with tailored offerings from increased automation
and self-service options around customer needs
for a 24/7 service offering and Pension Solutions
is well positioned to benefit from this.
Pension Solutions also provides consulting,
actuarial and data services to its clients via its
500 expert pension consultants, which accounts
for around a third of its revenue.
Strategy and better technology
Pension Solutions has a roadmap to further improve
and digitise operations with the launch of Capita
Digital Pension Solutions which we expect to go live
later in 2025. This tool, which utilises Capita
Pension’s existing infrastructure and Microsoft
Dynamics, uses data to provide a hyper-personalised
member experience. We are also piloting a number
of AI based solutions to provide efficiencies and
speed up member experience.
This is a step change in our service offering
and will help the division to expand into adjacent
segments. Changes in legislation will provide
future opportunities to expand our share in the
UK market.
Operational performance and
better delivery
The KPI performance for Pension Solutions was
94% (2023: 86%). We saw further improvements
in the division’s cNPS with a 25 point improvement
to -3 points.
This year Pension Solutions continued to increase
its reach, completing 4.5 million transactions
for members and 39 successful scheme
implementations onto the Pension Solutions
Hartlink digital platform and infrastructure.
Our digital pensions tool is already modernising
how pensions are managed. In 2024 we saw the
number of members engaging with pensions via
digital channels increase by more than 200%,
and in 2025 we will be transitioning all clients to
paperless communications which we expect to
allow for more efficient communication, while
reducing our costs to deliver.
Growth performance
In 2024, Pension Solutions secured contracts
with a TCV of £144.9m, down 55.8% from 2023,
reflecting the material Civil Service Pension
Scheme win in 2023. The book to bill for the
division was 0.8x. In 2024, we saw contract
success with the renewal of the Royal Mail
Pension Scheme with a TCV of £53m.
The total unweighted pipeline for the Pension
Solutions business at 31 December 2024
was £689m an increase from £231m in 2023,
reflecting our focus on pipeline replenishment
and increased tender opportunities.
The order book at 31December 2024 was
£441.3m, a small decrease from £461.8m
at 31December 2023, reflecting the revenue
recognised in 2024 which was not offset by
wins in 2024.
Financial performance
Adjusted revenue
1
increased 5.1% to £179.0m
reflecting volume increases across a number of
clients including the Pension Insurance Corporation
(PIC) contract and the benefit from indexation.
Adjusted operating profit
1
increased by 8.5% to
£28.1m reflecting revenue growth and benefit
from the cost reduction programme. The division
delivered an adjusted operating margin
1
of 15.7%
(2023: 15.2%).
Operating cash flow excluding business exits
1
increased 52.1% to £33.3m, driven by improved
billing cycles.
Outlook
In 2025, we expect to see mid-single digit
revenue growth across Pension Solutions driven
by growth with existing clients, and the margin
for the division stable.
3. Regulated Services
Regulated Services includes a number of
‘manage for value’ businesses where we are
exploring exits. The largest of these, is the closed
book Life & Pensions business, for which we are
making good progress exiting this business, with
one client remaining and transition agreements
for all other clients.
As expected, we have seen continued volume
attrition within the closed book Life & Pensions
business, although our delivery remains strong
with KPI performance across 2024 of 98%.
This year we agreed the hand back conditions
for a number of clients, which will be transitioned
over the coming years, and we expect to see a
reduction in revenue as these are transitioned.
We now have one remaining client and are
actively engaged in discussion to resolve the
challenges in this area. The division is forecast to
have a cash cost to the Group of around £20m
per annum in future years.
Financial performance
Adjusted revenue
1
decreased 26.9% to £152.0m
reflecting the non-repeat of the commercial
settlement in the prior year, the impact of contract
exits, and volume reductions as expected.
“Our digital
pensions tool
is already
modernising
how pensions
are managed”
Adjusted operating profit
1
decreased 61.9% to
£12.6m reflecting the non-repeat of the £24m
commercial settlement in the prior year.
Operating cash outflow excluding business exits
1
increased 140.4% to an outflow of £13.7m driven
by the non-repeat of one-offs in the prior year,
including a receipt on a contract termination.
Outlook
As noted, this is an area where we are actively
exploring exits, therefore we expect to see a
continued revenue and profit decline as we
hand back and transition contracts in this area.
2. External market research including ONS, House of
Commons Library and Pensions Policy Institute.
Capita plc Annual Report and Accounts
25
Financial statementsCorporate governanceStrategic report

Operating review >> Achievements
11 new warship bridge simulations
delivered, providing
highly realistic
training
to the Royal Navy
Delivery achievements
in 2024
Gathered and
operationalised
customer
feedback
Met investors and
advisors to
understand
market
sentiment and
expectations
Printed and delivered
11 million
test papers and
associated material to
schools for SATs week
Answered more than
325k
calls for the RSPCA
helping to protect
animals in need
Capita supports customers across the public and private sector to run a
wide variety of complex business processes more efficiently.
Helped facilitate
£1.2bn
London underground journeys
Recorded, indexed
and stored
450k
medical records
Collected more than
£3.8bn
in licence fees
Created a
transformation
plan, team and
appointed advisor
Collected
£5bn
revenue for local councils
and processed £1bn
housing benefit and
council tax relief
Capita Experience
recognised as a
thought
leader
with Everest
Expanded
operations
in Bulgaria and
Poland improving our
multilingual capabilities
Handled more than
32 million
calls for customers in
Capita Experience
Accelerated
development
of automation and gen
AI solutions
Financial statementsCorporate governanceStrategic report
Capita plc Annual Report and Accounts
26

Chief Financial Officer’s review
“In December, reflecting
on the progress made
ahead of schedule
with £140m annualised
savings already
delivered, and the
opportunity to use
AI and gen AI, we
increased the cost
reduction target
further to £250m.”
Pablo Andres, Chief Financial Officer
determination on the Smart DCC contract,
and a more focused approach to bidding which
impacted current year revenue and profit. These
factors offset additional volumes in our contract
with Transport for London, and the benefit
from indexation.
In Experience, the revenue reduction in
the Contact Centre business reflects the
one-off benefit from the Virgin Media O2
contract transition in 2023, the impact of prior
year contract losses, and lower volumes in the
telecommunications vertical. The revenue growth
in the Pension Solutions business reflects volume
increases across a number of clients, including
the Pension Insurance Corporation contract,
and the benefit from indexation. The revenue
reduction in the Regulated Services business
reflects the one-off benefit from the prior year
commercial settlement, and progress being
made on contract exits as we resolve legacy
issues and look to exit the closed book Life &
Pensions business.
The 5.5% step-up in adjusted operating profit
1
reflected the benefit from the ongoing cost
reduction programme, more than offsetting the
impact of the revenue trends noted above and
the non repeat of one-offs from the prior year.
Adjusted basic earnings per share
1
increased to
2.11p (2023: loss per share 0.20p) reflecting the
increase in adjusted operating profit
1
, reduction
in the net finance costs excluded from adjusted
profit, and the adjusted current tax charge of
£10.3m compared to the adjusted tax charge of
£47.4m in the prior year. The adjusted tax charge
in 2024 reflects the changes in the accounting
estimate of recognised deferred tax assets, and
Overview
Adjusted revenue
1
decline of 8.0% reflects
the impact of contract losses in prior years,
the cessation of lower margin service lines,
and the reduction in volumes in the Contact
Centre telecommunications vertical.
Public Service revenue reduction reflects the
continued impact of previously announced
contract losses, delayed mobilisations of two
contracts won in 2023, the double digit profit
impact from the conclusion of project work in
2023 and the impact of Ofgem’s price control
Adjusted operating margin
4.0%
(2023: 3.5%)
Driving efficiency and innovation
1. Refer to APMs on pages 234 to 237.
Financial highlights
Reported results Adjusted
1
results
31 December
2024
31 December
2023
Reported
YoY change
31 December
2024
31 December
2023
Adjusted
1
YoY change
Revenue £2,421.6m £2,814.6m (14.0)% £2,369.1m £2,575.8m (8.0)%
Operating (loss)/profit £(9.9)m £(52.0)m 81.0% £95.9m £90.9m 5.5%
Operating margin (0.4)% (1.8)% 140bps 4.0% 3.5% 50bps
EBITDA £166.2m £144.5m 15.0% £186.1m £196.5m (5.3)%
Profit/(loss) before tax £116.6m £(106.6)m n/a £50.0m £40.9m 22.2%
Basic earnings/(loss) per share 4.54p (10.60)p n/a 2.11p (0.20)p n/a
Operating cash flow* £86.3m £81.2m 6.3% £72.0m £82.7m (12.9)%
Free cash flow* £(122.7)m £(154.9)m 20.8% £(122.3)m £(123.6)m 1.1%
Net debt £(415.2)m £(545.5)m £130.3m £(415.2)m £(545.5)m £130.3m
Net financial debt (pre-IFRS 16) £(66.5)m £(182.1)m £115.6m £(66.5)m £(182.1)m £115.6m
* Adjusted operating cash flow and free cash flow exclude the impact of business exits (refer to note 2.9).
Capita plc Annual Report and Accounts
27
Financial statementsCorporate governanceStrategic report

Chief Financial Officer’s review continued
a lower current income tax charge reflecting
fewer current year losses carried forward.
The decline in reported revenue of 14.0% reflects
the reduction in adjusted revenue
1
noted above,
and the impact of businesses exited during 2024
and 2023.
The reported operating loss of £9.9m (2023: loss
£52.0m), reflects the improvement in adjusted
operating profit
1
detailed above, and lower costs
incurred in resolving the March 2023 cyber
incident (2024: £1.0m; 2023: £25.3m) and to
deliver the significant cost reduction programme
that commenced in the second half of 2023
(2024: £27.9m; 2023: £54.4m), offset by
the increased goodwill impairment charge
(2024: £75.1m; 2023: £42.2m).
The reported profit before tax of £116.6m
(2023: loss £106.6m), reflects the improvement
in reported operating profit detailed above, the
gain from business exits in the year of £170.9m
(2023: loss £23.2m) and reduced net finance
costs of £46.3m (2023: £52.2m).
The increase from a reported basic loss per
share to a reported basic earnings per share
reflects the swing to a reported profit before tax
noted above, compounded by the reduction in
the reported income tax charge. The reduction
in the reported income tax charge reflects the
reduction in the adjusted tax charge noted
above, and a smaller change in the accounting
estimate of recognised deferred tax assets.
Cash generated from operations excluding
business exits
1
decreased, as expected, from
£26.5m to £16.2m, driven by the impact of
mobilisation delays, a more sustainable approach
to working capital, and an increase in cash costs
to deliver the cost reduction programme, partly
offset by a reduction in the direct cash cost
of the 2023 cyber incident and pension
deficit contributions.
Free cash flow excluding business exits
1
in the
year ended 31 December 2024 was an outflow of
£122.3m (2023: outflow £123.6m). This reflects
the reduction in cash generated from operations,
partly offset by lower net capital lease payments,
following the rationalisation of our property
estate, and lower tax outflows.
The improvement in free cash flow
1
reflects the
above reduction in free cash outflow excluding
business exits, and a reduction in pension deficit
contributions triggered by disposals, partly offset
by the inflow from those businesses being exited.
In January 2024, we completed the disposal
of the of the Group’s 75% shareholding in Fera
Science Limited (Fera), realising gross proceeds
of £62m. The Group received net cash proceeds
of c.£50m reflecting the total proceeds less cash
held in the entity when the disposal completed
on 17 January 2024, and disposal costs. This
was the final disposal of the c.£500m Board-
approved Portfolio programme which was
launched in 2021.
In June 2024, we held a Capital Markets Day
outlining the Group’s strategic themes and
prioritised business sectors going forward.
During the event, some areas of the Group were
identified as being “managed for value”, and we
outlined the options being pursued, including
exploring potential exits. Standalone software
activities were identified as part of the Group’s
activities that are being “managed for value”, and
on 9 July 2024, we announced we had agreed
the sale of Capita One, a standalone software
business. The Group received net cash proceeds
of c.£180m reflecting total proceeds less cash
held in the entity when the disposal completed
on 4 September 2024. The net cash proceeds
provide the Group with additional resources
to strengthen its financial position and further
reduce indebtedness, as well as funding for
its transformation journey.
In November 2023, we announced the
implementation of a cost reduction programme
expected to deliver annualised efficiencies
of £60m from Q1 2024. In March 2024, we
announced that we had identified additional
cost saving opportunities expected to deliver
an additional £100m of annualised cost savings
by mid-2025. In December 2024, reflecting
on the progress made ahead of schedule with
£140m annualised savings already delivered, and
increased confidence in the level of efficiencies
that can be delivered, the cost reduction target
increased from £160m to up to £250m by the
end of 2025. We anticipate reinvesting around
£50m of the total savings back into the business
to enhance the Group’s technology, service
delivery and pricing proposition.
Liquidity as at 31 December 2024 was £397.2m,
made up of £250.0m of undrawn revolving credit
facility (RCF) and £147.2m of unrestricted cash
and cash equivalents net of overdrafts. In June
2023, we extended the maturity of the RCF to
31 December 2026 and the RCF of £250.0m
was not drawn upon at 31 December 2024
(2023: undrawn).
Net financial debt (pre-IFRS 16) decreased
by £115.6m to £66.5m at 31 December 2024,
resulting in a net financial debt to adjusted
EBITDA
1
(both pre-IFRS 16) ratio of 0.5x, as a
result of the benefit from the disposal proceeds
from Capita One and Fera. This is in line with
the Group’s medium term target ratio of ≤1.0x.
In March 2025, the Group issued £94.2m
equivalent of US private placement loan notes
across three tranches maturing between 2028
and 2030 with an average interest rate across
the maturities of 7.4%. The proceeds will be
used to refinance the H1 2025 private placement
maturities valued at £75.9m and it will also
enhance the future maturity profile of the Group’s
debt and will offer medium term funding to
underpin the Group’s transformation strategy.
1. Refer to APMs on pages 234 to 237.
Financial statementsCorporate governanceStrategic report
Capita plc Annual Report and Accounts
28

Summary of financial performance
Adjusted results
Capita reports results on an adjusted basis
to aid understanding of business performance.
The Board has adopted a policy of disclosing
separately those items that it considers are
outside the underlying operating results for the
particular period under review and against which
the Group’s performance is assessed internally.
In the directors’ judgement, these items need to
be disclosed separately by virtue of their nature,
size and/or incidence for users of the financial
statements to obtain an understanding of the
financial information and the underlying in-period
performance of the business. In general, the
Board believes that alternative performance
measures (APMs) are useful for investors
because they provide further clarity and
transparency of the Group’s financial
performance and are closely monitored by
management to evaluate the Group’s operating
performance to facilitate financial, strategic and
operating decisions.
In accordance with the above policy, the trading
results of business exits, along with the non-trading
expenses (including the income statement
charges in respect of major cost reduction
programmes) and gain or loss on disposals, have
been excluded from adjusted results. To enable
a like-for-like comparison of adjusted results, the
2023 comparatives have been re-presented to
exclude 2024 business exits. As at 31 December
2024, the following businesses met this threshold
and were classified as business exits and
therefore excluded from adjusted results in both
2024 and 2023: Fera, Capita One, Mortgage
Services, Capita Scaling Partner, and a further
business from Capita Public Service.
Reconciliations between adjusted and reported
operating profit, profit before tax and free cash
flow excluding business exits are provided on
the following pages and in the notes to the
financial statements.
Adjusted revenue
Adjusted revenue
1
reduced 8.0% year-on-year.
The adjusted revenue
1
was impacted by
the following:
• Public Service (0.9% reduction): the
continued impact of previously announced
contract losses, such as Scottish Wide Area
Network and Electronic Monitoring, the
delayed mobilisations of two contracts won
in 2023, the double digit impact from
the conclusion of project work in 2023 and the
impact of Ofgem’s price control determination
on the Smart DCC contract, and a more
focused approach to bidding impacted the
current year. These factors are partly offset by
additional volumes in the division’s contract
with Transport for London, and the benefit
from indexation;
• Experience:
– Contact Centre (18.4% reduction):
reflecting the one-off benefit from the
Virgin Media O2 contract transition in
the prior year, the impact of prior year
contract losses, and lower volumes in
the telecommunications vertical which
we expect to remain subdued in 2025;
– Pension Solutions (5.1% growth):
reflecting volume increases across a number
of clients, including the Pension Insurance
Corporation contract, and the benefit from
indexation; and
– Regulated Services (26.9% reduction):
reflecting the one-off benefit from the
prior year commercial settlement, and the
progress being made on contract exits as
we resolve legacy issues and look to exit
the closed book Life & Pension business.
Order book
The Group’s consolidated order book
was £4,240.7m at 31December 2024
(2023: £5,882.6m). During 2024 two European
telecommunications contracts were extended
in the year with the contracts being recognised
as framework contracts, which resulted in
£388.1m being derecognised from the order
book. Additions from contract wins, scope
changes and indexation in 2024 totalled
£808.8m, including expanded scope on the
Royal Navy Training contract within Public
Service and extension of the Royal Mail Statutory
Pension Scheme contract in Pension Solutions ,
were offset by the reduction from revenue
recognised in the year (£1,837.8m), contract
terminations (£74.6m) and business disposals
(£150.2m). Terminations primarily represent
a contract exit within our closed book Life &
Pensions business in Regulated Services.
Adjusted operating profit
1
Adjusted operating profit
1
increased in 2024
driven by the following:
• Public Service: strong improvement reflects
the successful implementation of the cost
reduction programme, offset by the flow
through of previously announced contract
losses, and the double digit profit impact
from the conclusion of project work in 2023
and the impact of Ofgem’s price control
determination on the Smart DCC contract;
• Experience:
– Contact Centre: non-repeat of the
2023 one-off noted above (£10m), the flow
through of revenue decline, lower volumes
in the telecommunications vertical and
continued investment in technology; partially
offset by an underlying margin improvement
from lower overheads, including reduced
property footprint, from delivery of the cost
reduction programme;
– Pension Solutions: improved profit driven
by savings from the cost reduction
programme and volume growth;
– Regulated Services: the one-off benefit
from the prior year (£24m), the agreed exit
of three clients resulting in reduced profit
in 2024, and the 2023 and 2024 benefit
from accelerated deferred income
recognition; and
• Capita plc: reflects benefits from the cost
reduction programme.
1. Refer to APMs on pages 234 to 237.
Adjusted revenue
1
bridge by division
Experience
Public
Service
£m
Contact
Centre
£m
Pension
Solutions
£m
Regulated
Services
£m
Total
£m
Year ended 31 December 2023 1,399.9 797.6 170.3 208.0 2,575.8
Net (reduction)/growth (12.7) (146.7) 8.7 (56.0) (206.7)
Year ended 31 December 2024 1,387.2 650.9 179.0 152.0 2,369.1
Adjusted operating profit
1
bridge by division
Experience
Public
Service
£m
Contact
Centre
£m
Pension
Solutions
£m
Regulated
Services
£m
Capita plc
£m
Total
£m
Year ended 31 December 2023 69.6 (4.0) 25.9 33.1 (33.7) 90.9
Net growth/(reduction) 19.5 (1.9) 2.2 (20.5) 5.7 5.0
Year ended 31 December 2024 89.1 (5.9) 28.1 12.6 (28.0) 95.9
Capita plc Annual Report and Accounts
29
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Chief Financial Officer’s review continued
Adjusted profit before tax
1
Adjusted profit before tax
1
increased year-on-year
to £50.0m (2023: £40.9m) reflecting the above
improvements in adjusted operating profit
1
and
reduced net finance costs excluded from adjusted
profit of £45.9m (2023: £50.0m). Lower net
finance costs reflect reduced debt levels following
proceeds received for business exits in the year
and as a result of cost reduction initiatives.
Adjusted tax charge
The adjusted income tax charge for the year was
£10.3m (2023: charge £47.4m). The reduction
is mainly as a result of the changes in the
accounting estimate of recognised deferred
tax assets which had less of an impact in 2024
compared to 2023, and a lower current income
tax charge as a result of fewer current year
losses to be carried forward.
Operating cash flow excluding business exits
1
Operating cash flow excluding business exits
1
and operating cash conversion
1
reduced in 2024
driven by the following:
• Public Service: operating cash conversion
1
was impacted by delayed contract mobilisation
and a more sustainable approach to working
capital management;
• Experience:
– Contact Centre: operating cash flow
excluding business exits
1
reduced reflecting
the decline in EBITDA. 2023 also included
a benefit of payment phasing on the new
Virgin Media O2 contract which did not
recur in 2024;
– Pension Solutions: improvement in
operating cash conversion
1
driven by
improved billing cycles;
– Regulated Services: decline in operating
cash conversion
1
reflects the decline in
operating cash flow excluding business
exits
1
due to the one-offs in the prior year,
including receipt on a contract termination;
and
• Capita plc: the movement in the usage of
the Group’s non-recourse trade receivables
financing facility.
Cash generated from operations and free
cash flow
Operating cash flow excluding business exits
1
reflect the impact of mobilisation delays and a
more sustainable approach to working capital.
Cash generated from operations excluding
business exits
1
reflects the above operating
cash flow excluding business exits
1
, the direct
cash flow impact of the cyber incident (£5.0m),
the cash cost of delivering the cost reduction
programme (£44.5m) and final pension deficit
contributions in respect of the Group’s main
defined benefit pension scheme (HPS) (£6.3m).
The pension deficit contributions are in line
with the deficit funding contribution schedule
previously agreed with the HPS Trustees as part
of the 2020 triennial valuation. In aggregate,
including accelerated pension deficit contributions
resulting from business disposals, the Group has
made pension deficit contributions of £20.8m
in the year. Given the healthy funding position
of HPS in its latest funding valuation (as at
31 March 2023), and the Group having paid all
outstanding deficit contributions in 2024, there
are no further agreed deficit contributions to be
paid at this time.
Free cash flow excluding business exits
1
for the
year ended 31 December 2024 was an outflow
of £122.3m (2023: outflow £123.6m) reflecting
the reduction in cash generated from operations,
partly offset by lower net capital lease payments,
following the rationalisation of our property
estate, and lower tax outflows.
1. Refer to APMs on pages 234 to 237.
Operating cash flow excluding business exits
1
by division
Capita Experience
Public
Service
£m
Contact
Centre
£m
Pension
Solutions
£m
Regulated
Services
£m
Capita
plc
£m
Total
£m
Year ended 31December 2023 88.5 20.9 21.9 (5.7) (42.9) 82.7
Net growth/(reduction) 3.6 (20.8) 11.4 (8.0) 3.1 (10.7)
Year ended 31December 2024 92.1 0.1 33.3 (13.7) (39.8) 72.0
Operating cash conversion
1
year
ended 31 December 2023 79.4% 47.5% 70.2% (14.3)% (143.0)% 42.1%
Operating cash conversion
1
year ended 31 December 2024 73.3% 0.3% 97.7% (74.5)% (151.3)% 38.7%
Adjusted operating profit
1
to free cash flow excluding business exits
1
2024
£m
2023
£m
Adjusted operating profit
1
95.9 90.9
Add: depreciation/amortisation and impairment of property, plant and
equipment, right-of-use assets and intangible assets 90.2 105.6
Adjusted EBITDA
1
186.1 196.5
Working capital (105.6) (107.7)
Non-cash and other adjustments (8.5) (6.1)
Operating cash flow excluding business exits
1
72.0 82.7
Operating cash conversion
1
39% 42%
Pension deficit contributions (6.3) (30.0)
Cyber incident (5.0) (20.1)
Cost reduction programme (44.5) (6.1)
Cash generated from operations excluding business exits
1
16.2 26.5
Net capital expenditure (49.5) (52.6)
Interest/tax paid (41.3) (45.1)
Net capital lease payments (47.7) (52.4)
Free cash flow excluding business exits
1
(122.3) (123.6)
Financial statementsCorporate governanceStrategic report
Capita plc Annual Report and Accounts
30

Reported results
Adjusted to reported profit
As noted above, to aid understanding of our
underlying performance, adjusted operating
profit
1
and adjusted profit before tax
1
exclude
a number of specific items, including the
amortisation and impairment of acquired
intangibles and goodwill, the impact of business
exits, and the impact of the cyber incident and
cost reduction programme.
Impairment of goodwill
In preparing the consolidated financial statements
at 31December 2024, the Group undertook a
detailed impairment review, following which a
goodwill impairment of £75.1m was recognised
in respect of the Contact Centre cash generating
unit (CGU). As noted above the Contact Centre
business has seen a reduction in adjusted
revenue
1
, increase in adjusted operating loss
1
,
and reduction in operating cash flow excluding
business exits
1
. These trends reflect the one-off
benefit from the Virgin Media O2 contract
transition in the prior year and the impact
of prior year contract losses, both of which
were reflected in the financial projections used
for impairment testing purposes previously,
and lower than expected volumes in the
telecommunications vertical in the second half of
the year, which are expected to remain subdued
during 2025. The profit and cash flow impact of
these items was partially offset by an underlying
margin improvement from lower overheads from
delivery of the cost reduction programme.
The Contact Centre business also saw a
reduction in bid activity across 2024, and
although there has been a strong start to 2025,
the business is expecting high single-digit
revenue reduction in 2025. In addition, the
material contracts secured in 2024 are
framework agreements, which enable the
customer to both ramp up and ramp down
volume, providing both an opportunity but
also a risk to the business’s forecast.
Whilst delivery and client sentiment has remained
strong across the majority of the portfolio, certain
delivery issues have led to the reduction of
volumes on one particular contract.
As detailed earlier in the strategic review, there is
a significant opportunity for the Contact Centre
business to improve its margins, to be in line
with those of its peers. It is implementing a
significant reorganisation, including delayering
internal management structures and a digitisation
plan to reduce costs. A key element of its
reorganisation is increasing the use of offshore
and nearshore service delivery to meet client
needs. In terms of its digitisation plan, the
forecast for the business assumes an increase in
the use of its new AI and gen AI solutions, such
as AgentSuite, with significant rollout to clients
underway in 2025. There is a risk with the
assumed rollout of these new technology
solutions, such as the pace of technological
change which brings increased uncertainty
in delivery, and therefore a risk to the
business’s forecast.
To reflect these risks, for the purposes of
the impairment test, the business plan cash
flow projections have been risk adjusted in
the Contact Centre CGU from 2025 onwards.
This has resulted in the impairment noted above.
Business exits
Business exits include the effects of businesses
that have been disposed of or exited during the
period and the results of businesses held-for-sale
at the balance sheet date.
In accordance with our policy, the trading results
of these businesses, along with the non-trading
expenses and gains/(losses) recognised on
business disposals, were classified as business
exits and therefore excluded from adjusted
results. To enable a like-for-like comparison
of adjusted results, the 2023 comparatives
have been re-presented to exclude the
2024 business exits.
1. Refer to APMs on pages 234 to 237.
Adjusted
1
to reported results bridge
Operating profit/(loss) Profit/Loss before tax
2024
£m
2023
£m
2024
£m
2023
£m
Adjusted
1
95.9 90.0 50.0 40.9
Amortisation of acquired intangibles (0.2) (0.2) (0.2) (0.2)
Impairment of goodwill (75.1) (42.2) (75.1) (42.2)
Net finance costs – – (0.1) (2.2)
Business exits (1.6) (20.8) 170.9 (23.2)
Cyber incident (1.0) (25.3) (1.0) (25.3)
Cost reduction programme (27.9) (54.4) (27.9) (54.4)
Reported (9.9) (52.0) 116.6 (106.6)
At 31 December 2024 business exits primarily
comprised of the disposal of:
• the Group’s 75% shareholding in Fera Science
Limited which completed on 17 January 2024,
and which completed the Board-approved
Portfolio business disposal programme; and
• the Capita One standalone business which
was identified as a “managed for value” activity
and which completed on 5 September 2024.
In addition to the above disposals, the Group
intends to exit its corporate venture business,
Capita Scaling Partner, in Capita Experience, and
the trading results and non-trading expenses of
this business has been excluded from adjusted
results. The Capita Scaling Partner business
manages the Group’s investments in start-up
and scale-up companies. Four of these
investments were sold during the year, realising
a net loss of £7.1m. Following the decision to
exit this business and the losses realised on
disposals during 2024, the Group has evolved
its approach to valuing the remaining investments
to take into account recent experiences, and to
better reflect expected disposal proceeds. This
has crystallised a net impairment loss of £4.6m.
The Group will seek to maximise value from the
remaining Capita Scaling Partner investments,
which at 31 December 2024 had an aggregate
carrying value of £4.8m, including loans
receivable by Capita of £0.7m.
Cyber incident
The Group incurred residual exceptional costs
associated with the March 2023 cyber incident.
These costs comprise specialist professional
fees, recovery and remediation costs, and
investment to reinforce Capita’s cyber security
environment. A charge of £1.0m has been
recognised in the year ended 31 December
2024, which is net of insurance receipts. The
cumulative total net costs incurred in respect of
the cyber incident are £26.3m. Further insurance
receipts are anticipated but did not meet the
criteria for recognition at 31 December 2024.
No provision has been made for any costs in
respect of potential claims or regulatory penalties
in respect of the incident as it is not possible,
at this stage, to reliably estimate their value.
Cost reduction programme
The Group implemented a multi-year cost
reduction programme in November 2023 to
deliver savings of £60m by Q1 2024. The
programme was extended in March 2024, to
deliver further savings of £100m by mid-2025.
In December 2024, reflecting on the progress
made ahead of schedule with £140m annualised
savings already delivered, and increased
Capita plc Annual Report and Accounts
31
Financial statementsCorporate governanceStrategic report

Chief Financial Officer’s review continued
confidence in the level of efficiencies that can
be delivered, the cost reduction target increased
from £160m to up to £250m by the end of 2025.
A charge of £27.9m has been recognised in
the year ended 31 December 2024 for the costs
to deliver the cost reduction programme. This
includes redundancy and other costs of £30.5m
(2023: £23.3m) to deliver a significant reduction
in headcount, partly offset by a credit of £2.6m
reflecting the successful exit of a number of
properties which had been provided for in the
prior year (2023: charge of £31.1m arising from
the rationalisation of the Group’s property estate
with impairment of right-of-use assets and
property, plant & equipment, and provisions
in respect of onerous property costs). The
cumulative cost recognised since the
commencement of the cost reduction
programme is £82.3m (2023: £54.4m), which
is included within administrative expenses.
The cash outflow in 2024 in respect of the cost
reduction programme was £44.5m (2023: £6.1m),
which is included within free cash flow and cash
generated from operations excluding business
exits
1
. The cumulative cash outflow since the
commencement of the cost reduction programme
in the second half of 2023 is £50.6m. The
additional cost reduction initiatives announced
in December 2024, along with those already
announced, are expected to result in cash
costs during 2025 totalling an estimated £55m.
Further detail of the specific items charged in
arriving at reported operating profit and profit
before tax for 2024 is provided in note 2.4 to
the consolidated financial statements.
Net finance costs
Net finance costs decreased by £5.9m to
£46.3m (2023: £52.2m), primarily attributable to
reduced debt levels following proceeds received
for business exits in the year and as a result of
cost reduction initiatives.
Reported tax charge
The reported income tax charge for the year
of £36.2m comprises a current tax charge of
£17.8m, reflecting non-deductible goodwill
impairments and non-taxable gains on business
exits, plus a deferred tax charge of £18.4m
arising from changes in the accounting estimate
of recognised deferred tax assets and business
exits. The prior period charge of £74.0m
comprised a current tax charge of £30.2m,
reflecting non-deductible goodwill impairments
and unrecognised current year tax losses, plus
a deferred tax charge of £43.8m, reflecting
the changes in the accounting estimate of
recognised deferred tax assets. The reduction
in the reported income tax charge reflects the
reduction in the adjusted tax charge noted
above, and a smaller change in the accounting
estimate of recognised deferred tax assets.
Free cash flow
1
to free cash flow excluding
business exits
1
Free cash flow
1
was slightly higher than free cash
flow excluding business exits
1
reflecting free cash
flows generated by business exits, offset by
pension deficit contributions triggered by
the disposal of certain businesses.
Movements in net debt
Net debt at 31 December 2024 was £415.2m
(2023: £545.5m). The decrease in net debt over
the year ended 31 December 2024 reflects the
free cash outflow noted above offset by the net
cash proceeds from the disposal of Fera and
Capita One in the year, and the continued
reduction in the Group’s leased property estate.
Net debt does not include finance lease
receivables, which at 31December 2024 were
£95.7m (2023: £70.3m) reflecting the successful
sub-letting of property the Group is not utilising.
Net financial debt (pre-IFRS 16) decreased by
£115.6m to £66.5m at 31 December 2024,
resulting in a net financial debt to adjusted
EBITDA
1
(both pre-IFRS 16) ratio of 0.5x as
1. Refer to APMs on pages 234 to 237.
Free cash flow
1
to free cash flow excluding business exits
1
2024
£m
2023
£m
Free cash flow
1
(122.7) (154.9)
Business exits (14.1) 15.0
Pension deficit contributions triggered by disposals 14.5 16.3
Free cash flow excluding business exits
1
(122.3) (123.6)
Net debt
2024
£m
2023
£m
Opening net debt (545.5) (482.4)
Cash movement in net debt 197.4 (9.0)
Non-cash movements (67.1) (54.1)
Closing net debt (415.2) (545.5)
Remove closing IFRS 16 impact 348.7 363.4
Net financial debt (pre-IFRS 16) (66.5) (182.1)
Cash and cash equivalents net of overdrafts 191.4 67.6
Financial debt net of swaps (257.9) (249.7)
Net financial debt/adjusted EBITDA
1
(both pre-IFRS 16) 0.5x 1.2x
Net debt (post-IFRS 16)/adjusted EBITDA
1
2.3x 2.4x
a result of the benefit from the disposal proceeds
from Capita One and Fera. Over the medium
term, the Group is targeting a net financial debt
to adjusted EBITDA
1
(both pre-IFRS 16) ratio
of ≤1.0x.
The Group was compliant with all debt covenants
at 31 December 2024.
Capital and financial risk management
Liquidity remains an area of focus for the Group.
Financial instruments used to fund operations
and to manage liquidity comprise US private
placement loan notes, revolving credit facility
(RCF) and overdrafts.
In June 2023, the Group extended its RCF to
31 December 2026. The RCF is for £250.0m
and was undrawn at 31 December 2024
(2023: undrawn).
In addition, the Group has in place non-recourse
trade receivable financing, utilisation of which
has become economically more favourable than
drawing under the RCF as prevailing interest
rates have increased. The value of invoices sold
under this arrangement at 31 December 2024
was £23.4m (2023: £35.2m). Also in 2024, the
Group implemented a new credit card facility,
the outstanding balance of which was £5.2m
at 31 December 2024 (2023 £nil).
At 31 December 2024, the Group had £191.4m
(2023: £67.6m) of cash and cash equivalents net
of overdrafts, and £269.3m (2023: £262.5m) of
private placement loan notes.
In March 2025, the Group issued £94.2m
equivalent of US private placement loan notes
across three tranches: £50m maturing 24 April
2028, USD13m maturing 24 April 2028 and
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Capita plc Annual Report and Accounts
32

Available liquidity
1
2024
£m
2023
£m
Revolving credit facility (RCF) 250.0 260.7
Less: drawing on committed facilities – –
Undrawn committed facilities 250.0 260.7
Cash and cash equivalents net of overdrafts 191.4 67.6
Less: restricted cash (44.2) (46.0)
Available liquidity
1
397.2 282.3
Parent company balance sheet
The company’s market capitalisation continues
to be significantly less than the net assets of the
parent company at 31 December 2024 and the
directors gave consideration as to why this might
be the case and whether assets on the parent
company balance sheet might be impaired. The
factors considered included: the differing basis of
valuations (including that third parties value the
services sector on income statement multiples
versus long-term view using a discounted cash
flow for the basis of impairment testing under
accounting standards), sum-of-the parts view
and the multiples achieved on recent disposals,
general market assumptions of the sector which
can ignore the liquidity profile and specific risks
of an entity, and other specific items impacting
the market’s view of the Group at the moment.
Management’s estimate of the fair value less
costs to sell of the Group used in the testing of
goodwill for impairment at 31 December 2024
gave a value for the Group that exceeded the
market capitalisation at that date, and supported
the parent company net assets.
An impairment test was performed at
31 December 2024 in respect of the parent
company’s investments in subsidiaries and
amounts owed by subsidiary undertakings.
A total impairment charge of £27.8m was
recognised in respect of the parent company’s
investments in subsidiaries, of which £19.8m
was due to the return of capital from a subsidiary
in advance of its liquidation, with impairment
recognised being offset by dividend income
received from the subsidiary, and £8.0m was
as a result of the impairment test performed at
31 December 2024. A net impairment charge
of £26.0m was identified in respect of amounts
owed by subsidiaries.
The Board is tabling two additional resolutions
to the shareholders at the April 2025 Annual
General Meeting, which if approved, will cancel
the entire amount standing to the credit of
the Company’s share premium account and
consolidate the existing ordinary shares at a ratio
of 15 for 1, which would involve every 15 ordinary
shares of 2 1/15 pence held by a shareholder
being consolidated into one ordinary share of 31
pence. The first resolution is being proposed to
optimise the structure of the balance sheet and
increase the Company’s distributable reserves.
The Board believe that consolidation of the
Company’s ordinary shares will improve
marketability of its shares to investors.
USD43m maturing 24 April 2030, with an
average interest rate of 7.4%. The notes rank
pari passu with the existing indebtedness of the
Group and include financial covenants at the
same level as those under the revolving credit
facility and existing US private placement loan
notes. Additionally, the placement requires
the Group to refinance or extend the Group’s
revolving credit facility, which matures on
31 December 2026, by 31 December 2025.
Going concern
The Board closely monitors the Group’s
funding position throughout the year, including
compliance with covenants and available facilities
to ensure it has sufficient headroom to fund
operations. In addition, to support the going
concern assumption, the Board conducts a robust
assessment of the projections, considering also
the committed facilities available to the Group.
The Group and Parent Company continue to
adopt the going concern basis in preparing these
consolidated financial statements as set out in
Section 1 to the consolidated financial statements.
Viability assessment
The Board’s assessment of viability over the
Group’s three-year business planning time
horizon is summarised in the viability statement
on pages 75 and 76.
Pensions
The latest formal valuation for the Group’s main
defined benefit pension scheme (HPS), was
carried out as at 31 March 2023. This identified
a statutory funding surplus of £51.4m. Given the
funding position, the Group and the HPS
Trustees agreed that no further deficit
contributions from the Group would be required
other than those already committed as part of
the 31 March 2020 actuarial valuation. In
accordance with the schedule of contributions
put in place following the 31 March 2020
actuarial valuation, the Group has paid £6.3m of
regular deficit funding contributions in 2024 and
£14.5m of accelerated deficit reduction
contributions triggered by the disposal of
Trustmarque in 2022.
The valuation of the HPS liabilities (and
assumptions used) for funding purposes
(the actuarial valuation) is specific to the
circumstances of the HPS. It differs from the
valuation and assumptions used for accounting
purposes, which are set out in IAS19 and shown
in these consolidated financial statements. The
main difference is in assumption principles being
used which are a result of the different regulatory
requirements of the valuations. Management
estimates that at 31December 2024 the net
asset of the HPS on a funding basis (ie the
funding assumption principles adopted for the
full actuarial valuation at 31 March 2023 updated
for market conditions at 31December 2024) was
approximately £80.0m (2023: net asset £81.0m)
on a technical provisions basis. The HPS
Trustees have also agreed a secondary more
prudent funding target to enable it to reduce the
reliance the HPS has on the covenant of the
Group. On this basis, at 31December 2024, the
funding level was around 100%.
The net defined benefit pension position of all
reported defined benefit schemes for accounting
purposes increased from a surplus of £26.8m at
31December 2023 to a surplus of £37.9m at
31December 2024. The main reason for this
movement is the payment of the above deficit
funding contributions.
Consolidated balance sheet
At 31 December 2024 the Group’s consolidated
net assets were £195.7m (2023: net assets
£114.9m).
The movement is predominantly driven by the
reported profit before tax for the year as explained
above, partially offset by the actuarial loss on the
Group’s defined benefit pension schemes.
1. Refer to APMs on pages 234 to 237.
Capita plc Annual Report and Accounts
33
Financial statementsCorporate governanceStrategic report

Being a better Company
Responsible business
Being a responsible organisation
remains a priority for Capita
The commitment to being a responsible
organisation is an ongoing priority for Capita;
it means a constant Group-wide focus on
how we operate for all of our stakeholders.
In October 2024, the ESG Committee changed
its name to the Responsible Business (RB)
Committee to align with Capita’s refreshed
responsible business strategy. During the year
they continued their work to provide strategic
oversight, accountability and guidance around
our responsible business challenges.
We remain focused on supporting the United
Nations Sustainable Development Goals (UNSDGs)
as described in our 2023 Annual Report.
begun a multi-year programme with a set of
detailed guiding principles and an action plan
to ensure we can create and embed a culture
that will enable the achievement of this goal and
have set out details of this later in the section.
The new values we will launch in 2025 will
represent how we behave, the common bond
that links us and makes a shared culture.
Together, we can create a better and
more inclusive culture at Capita.
I am particularly proud of the development
of our first leadership playbook. The playbook
guides our managers and leaders by outlining
the principles, practices, expectations, and
behaviours we expect them to demonstrate
and to hold others to account for.
In September 2024 we made the difficult decision
not to implement any increases from our global
annual salary review (ASR) in 2024. This decision
did not impact any of our colleagues on the UK
Capita minimum wage who received an increase
in April 2024 or any other colleagues working
in other countries who are subject to local
legislative increases. The 2025 ASR was
brought forward with increases effective
from 1 January 2025.
This year we saw employee engagement of
64%, a three-point reduction on the prior year,
however more promisingly 81% of our employees
feel they can be themselves at work. Our eNPS
score reduced by 29 points to -33, with a
marked decline in the number who would
recommend Capita as an employer to friends
and family. This was expected, given our major
ongoing transformation programme, difficult
decisions around pay, and our reorganisation.
Our rolling 12-month voluntary attrition at the end
of December 2024 had reduced to 21.7%, in line
with our target, compared with 25.3% in the
prior 12 months.
We successfully completed and rolled out
our career path framework, which is designed
to empower everyone at Capita to grow their
careers and take advantage of the scale and
breadth of opportunities that exist within the
Group. The framework gives visibility around
career levels, pay principles and pay ranges
as well as competency frameworks and has
provided transparency and consistency
across the Group.
As outlined in our 2023 Annual Report, this year
we have refreshed our responsible business
principles to ensure they prioritise the areas
of greatest concern for our organisation. Our
responsible business strategy was developed
in collaboration with our leaders, colleagues,
clients, investors and community groups and
we have set ambitious targets for 2026 for each
of the four pillars: people; communities; planet;
and business.
The Corporate Sustainability Reporting Directive
(CSRD) is applicable to our Capita EU Entities
in Ireland, Germany, and Poland from 1 January
2025, with first local reporting in 2026. We are
taking action to prepare for this new legislation.
CSRD aims to provide investors and other
stakeholders with access to more decision-useful
information about companies’ sustainability risks,
opportunities, and impacts. This has also been
considered by our RB and Audit and Risk
Committees, who have approved our approach.
Scott Hill, Chief People Officer
As part of our transformation, we are on a
journey to rally and reset our culture. Our goal
is that Capita’s workplace culture will create an
environment where trust, collaboration, growth,
and respect are at the forefront. Our colleagues
will feel valued, heard and know that their
contributions make a difference to our customers
and society. Leadership is transparent,
accountable, and approachable and we will
create a cycle of continuous improvement and
job satisfaction. We encourage open and honest
conversations to understand where our culture
needs to evolve to support Capita’s goals.
Ultimately, Capita’s culture will be one where
everyone is united in achieving the organisation’s
goals of being a better company, while also
nurturing their individual aspirations. We have
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Capita plc Annual Report and Accounts
34

2024 performance in key areas
Responsible business >> Performance in 2024
Colleagues who feel they can be
themselves at work
81%
(2023: 84%)
Colleagues feel work gives
them a sense of personal
accomplishment*
64%
* new measure for 2024
Colleagues supported through
SafetyNet processes
166
(2023: 246)
Ranked 36 out
of 400 on the
Forbes Best
Place for Women
to Work list
% of all managers
who are women
48
(2023: 51)
Women on the Board
3
(2023: 5)
Ethnic minority
% of all managers
12
(2023: 14)
Ethnic minority %
representation on the Board
25
(2023: 22)
Payroll giving
almost
£161,000
(2023: £141,000)
Community investment with
apprenticeship levy donation
c.£1.9m
(2023: c.£1.4m)
Customer net promoter score
+28pts
(2023: (+16pts)
Voluntary attrition
21.7%
(2023: 25.3%)
Cabinet office compliance in the
modern slavery assessment tool
96%
(2023: 96%)
Disability
Confident
Leader (Level 3)
achieved
Silver Talent
Inclusion and
Diversity
Evaluation
(TIDE) Award
Reduction in carbon
intensity ratio
59%
(2023: 37%)
EcoVadis
bronze award
Payroll Giving
Gold Quality
Mark award
CDP ranking of
A-
Listed on
FTSE4Good
Index
Capita plc Annual Report and Accounts
35
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Responsible business >> ESG ranking and external recognition
ESG ranking and
external recognition
Financial statementsCorporate governanceStrategic report
Capita plc Annual Report and Accounts
36

Responsible business >> Materiality matrix
Materiality matrix
Capita’s materiality assessment followed a
double materiality process aligned with the
Global Reporting Initiative (GRI), an independent
international organisation that provides the
most widely used framework for sustainability
reporting. The purpose of this assessment was
to identify Capita’s material sustainability risks
and opportunities, over the next three years.
Our strategy focuses on these challenges,
prioritising them in the order in which we can
have the greatest impact:
Our people: prioritising the wellbeing, safety,
and health of our workforce; striving to create
a positive in-work experience for all our people;
and committing to represent at all levels of the
business the diversity of the communities in
which we live and work.
Our communities: creating positive social
impact through our supply chains; helping
our employees to be active members of their
communities; delivering programmes that grow
skills and reduce economic inequality in the
communities in which we work; and supporting
and protecting vulnerable customers through
our contract delivery.
Our planet: reducing our environmental impact;
being a net zero organisation by 2045; and using
natural resources responsibly.
Our business: operating as a consistently
purpose-led, responsible and ethical business,
being honest and fair with customers and
suppliers; taking continuous action to protect
individual data privacy and guard against
data and cyber breaches; and innovating
with integrity, particularly as we explore
the opportunities of artificial intelligence.
Materiality matrix
Importance to securing a sustainable planet and people
Importance to Capita’s success in 2027
Social Technology Environmental Economic Political
Climate change, energy and waste management
Employee health, safety, wellbeing and inclusion
Customer welfare
Human rights and labour rights
Community impact
Cyber and data security
Sustainable, transparent and resilient supply chains
Public policy and regulation
Business ethics
Biodiversity
Capita plc Annual Report and Accounts
37
Financial statementsCorporate governanceStrategic report

Our responsible
business strategy
Our responsible business strategy was developed in collaboration with our
leaders, colleagues, clients, investors and community groups to identify the
most important issues that Capita should address as a modern outsourcer.
* Our alignment to United Nations sustainability goals.
Responsible business >> Our responsible business strategy
To create better outcomes for all our stakeholders
Open | Ingenious | Collaborative | Effective
Delivered through
UNSDGs*
Support a healthy, safe, diverse
and inclusive workforce
Have a positive impact on
our customers and communities
Reduce our environmental impact
Operate ethically,
responsibly
and securely
Strong Leadership | Effective Governance | Responsible Contract Delivery | Measurable Action Plans
Innovation and Digitisation | Ongoing Development | Effective Supply Chain Management | Partnerships
Strategy themes
Culture & values
Purpose
Our people Our communities Our planet Our business
Financial statementsCorporate governanceStrategic report
Capita plc Annual Report and Accounts
38

Capita’s ambition is to support a healthy, safe,
diverse and inclusive workforce. To uphold these
principles, we have set the following ambitious
2026 targets:
• Increase gender and ethnic representation
at management level
• Achieve Gold TIDE Award
• Maintain Disability Confident Scheme
Level 3 accreditation
HR operations
During 2024 our Shared Services team continued
to simplify how we provide services to the
business and make information easily accessible
to colleagues while maintaining our response
rates to queries from across the business.
We have renewed our partnership with the HR
management system Workday and are excited to
be working more closely with them on
opportunities to enhance our use of Workday
and increase automation to improve user
experience.
We have simplified how colleagues access
information using technology to make it easier
and more intuitive to understand people data
based on their roles.
We continued to focus on the quality of the data
we hold in our systems to enable higher quality
reporting and better insight. Workday remains
our one true source of people data and in 2024
we aligned other systems with this approach.
Our Data Insights team has been instrumental
in identifying trends and opportunities leading
to more informed decision making. With this
information we are also able to effectively monitor
key performance indicators for the function.
Our PeopleHub team, which provides direct
support to all employees, continued to deliver
excellent results, with 99% of calls being
answered within 8 seconds. Our internal
chatbot, Herbot, can now manage high-volume,
multifunctional transactional queries from
employees, on demand and across time zones.
We have strengthened the partnership between
our Employee Relations (ER) team, Human
Resources Business Partners (HRBPs) and
Divisional People Directors (DPDs) to help drive
quality of service through the ERhub. The team
have provided a consistent level of service across
the business with c.7,800 cases received and
c.8,000 cases closed.
At the beginning of 2024, we moved our support
roles to our shared service facility in India. As the
team became more established, we transferred
further transactional activities. In total this has
generated cost savings of almost £550,000.
Our continuous focus on efficiency and
enhancing customer experience has included
the launch of an employee absence guide, a
self-help automated resource that provides
advice to people managers on absence issues.
In addition, we started to develop automated
responses to common questions and queries
through the use of technology.
Representing the diversity of the
communities in which we live
and work
At Capita, we believe that fostering an inclusive
environment where everyone feels valued and
respected is not just the right thing to do, but
it also drives innovation and success.
Diversity, Equity and Inclusion (DEI) are integral to
our culture and operations. We strive to create a
workplace where every individual, regardless of
their background, can thrive and contribute their
unique perspectives. This commitment extends
beyond our internal practices to our interactions
with clients, partners, and the communities
we serve. Our journey towards greater DEI
is ongoing, and we are continually looking
for ways to improve.
Among the significant range of activities delivered
in 2024, we are most proud of:
• Capita being ranked for the second
consecutive year on the Forbes Global list
of top employers for women, an assessment
that cannot be nominated for but is determined
following anonymous interviews with
thousands of employees across the globe.
• being recognised as a Disability Confident
Employer (level 3) across the Group. While
we had already achieved this status locally in
some parts of the business, this Group level
accreditation demonstrates our unwavering
commitment to DEI and ensuring that any
colleague with a disability has the opportunity
to succeed.
Responsible business >> Our people
Our people
• undertaking the Employers Network for
Equality and Inclusion’s industry-recognised
TIDE benchmarking and being granted a Silver
Tidemark for the second consecutive year.
This is a testament to our ongoing diversity
and inclusion commitments and practices.
• showing a 10.39% reduction in our gender
pay gap and 30% gap decrease between
men’s and women’s bonus payments since
we began reporting.
• our virtual-first, hybrid working model that
remains an important pillar in providing flexible
working solutions for our colleagues and
continues to receive a positive response.
• winning the Vercida People’s Choice Race
Equality Advocate Award. Vercida Group is
an independent job board that focuses on
championing employers who care about
ensuring inclusion and diversity in their
business. They promote these employers’
opportunities to their wide audience, which
cover every strand of diversity. The award was
won due to the hard work of our employee
network group EmbRACE, which champions
all races and ethnicities and helps them to
thrive at Capita.
Workforce
c34,500
people employed in
11 countries
Capita plc Annual Report and Accounts
39
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Our global employee network groups, which had
nearly 9,000 members at the end of 2024, are
very important to us. The networks cover faith,
ability, gender, sexual orientation, family, and
ethnicity. Each group is sponsored by a member
of our Executive Team and has the opportunity
to influence key organisational policies and
practices. Throughout the year, we ran regular
virtual ‘get involved’ sessions to build awareness
and understanding of our similarities and
differences. We celebrate events such as Pride,
International Women’s Day, International Men’s
Day and Black History Month on an annual basis.
Capita was recognised as a Proven Provider
in the latest Everest Group Service Provider
Compass™ report for our credible delivery
presence in Poland. The report highlights not
only our excellence in customer experience
management, IT and finance services, but also
exceptional employer brand, high employee
satisfaction and impressive diversity ratings.
This recognition reflects our commitment to
fostering inclusion, celebrating diversity, and
making a positive community impact through
initiatives led by our team in Dobro.
As part of our ongoing commitment to building
and supporting a gender-balanced workforce
across the Capita defence sector, we have
signed the Women in Defence Charter. The
Charter brings together organisations from
across the UK’s defence sector that are
committed to being the very best at driving
inclusion and diversity while providing fair
opportunities for women to succeed at all levels.
We continued our partnership with The Employers
Network for Equality & Inclusion (ENEI) and
Purple Future.
At the 2024 Customer Contact Association
Global Leadership Awards, we were delighted
that Suzanne Edmondson won the Accomplished
Leader Award for her exceptional leadership
and unwavering commitment to delivering
Responsible business >> Our people continued
outstanding customer service and Priya
Mendonsa received the Emerging Leader Award,
recognising her innovative thinking, strategic
vision, and dedication to shaping the future
of our industry.
In 2024 we continued with our three diversity
focus areas: women in senior management;
ethnic diversity in middle and senior management;
and supporting colleagues with a disability. At
31 December 2024 our overall workforce was
51% female, 35% of our senior management
roles were female and in our leadership roles
31% were female. In addition, our Board was
38% female and our Executive Team was 40%
female. At 31 December 2024, our workforce
was 19% ethnically diverse, including 6% Black,
and our senior management was 10% ethnically
diverse (in the UK) and 2% Black. Our middle
management was 12% ethnically diverse,
including 3% Black. In addition, our Board
and our Executive Team were 25% and 20%
ethnically diverse respectively. Details of
our reporting criteria are listed on our
website www.capita.com.
In 2024, we were delighted to be recognised as
a Disability Confident Leader (level 3), two years
ahead of target. This Group level accreditation
demonstrates our commitment to DEI and
ensuring that any colleague with a disability has
the opportunity to succeed. Our responsible
business strategy set out our commitment to
becoming a Disability Confident Leader and
we worked hard to achieve this. We continue to
work with the Capita ability network to strengthen
understanding as well as support our colleagues
with a disability. We also increased our disability
declaration level by 2%.
The Disability Confident scheme has provided us
with a valuable framework to identify what we
were already doing well, take a more joined up
approach and find ways to improve how we recruit,
retain and develop colleagues with disabilities.
Financial statementsCorporate governanceStrategic report
Capita plc Annual Report and Accounts
40

Reporting tables on gender and ethnicity representation at Board, Executive
Team and management levels at 31 December 2024
Gender balance tables
Gender
Number of
Board members % of Board
Number
of senior board
positions*
Number
in executive
management
% of executive
management
Male 5 62 3 6 60
Female 3 38 1 4 40
¥
Other categories 0 0 0 0 0
Not specified/prefer not to disclose 0 0 0 0 0
Reporting table on ethnicity representation
Ethnicity Group
Number of
Board members % of Board
Number of
senior positions
on the Board
Number
in executive
management
% of executive
management
White British or other White
(including minority white groups) 6 75 4 8 80
Mixed/multiple ethnic groups 0 0 0 0 0
Asian/Asian British 1 12.5 0 1 10
Black/African/Caribbean/Black
British 1 12.5 0 0 0
Other ethnic group, including Arab 0 0 0 0 0
Not specified/prefer not to disclose 0 0 0 0 0
Not asked in country 1 10
Gender balance of senior management (leadership)
Gender %
Male 71 70
Female 31 30
¥
Gender balance of junior management
Gender %
Male 2,990 47
Female 3,397 53
Not specified/prefer not to disclose 2 0
Gender balance of all management
Gender %
Male 4,523 52
Female 4,226 48
Not specified/prefer not to disclose 3 0
Gender balance of total workforce
Gender %
Male 16,734 48
Female 17,809 51
Other categories 5 0.01
Not specified/prefer not to disclose 36 0.1
As at 31 December 2024 (being the reference date selected by the Board for the purposes of this
disclosure) the Company’s compliance statement with the Financial Conduct Authority’s regulatory
targets relating to diversity, set out in UK Listing Rule 6.6.6(R) is detailed below:
• The Board was 38% female;
• The Senior Independent Director (Georgina Harvey) is female; and
• The Board had two Directors from a ethnic minority background.
The Board’s target remains to have at least 40% female representation on the Board and the Board
will seek to return to greater than 40% representation on the Board when the opportunity arises.
Capita collects the data used for the purpose of making the gender and ethnicity representations
from Board members, senior management (leadership) and the Executive Team on a voluntary basis.
The data for senior management (leadership) and the Executive Team is extracted from the HR
management system, Workday.
The data for Board members is obtained via email from each member in which they are asked to
declare which of the gender and ethnicity categories they are. Capita defines senior Board positions
as: Chairman, Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Senior Independent
Director (SID); and senior management (leadership), as those in career level F within the Group in
line with our career path framework, plus subsidiary legal entity directors within the Group, as per
the requirements of the Companies Act section 414C(8)(c)(ii) and 414c(10)(b).
The Executive Team is considered to be the Company’s executive management as defined by
the Listing Rules.
¥ KPMG, our independent assurance provider, has provided limited assurance over the selected information in this
table denoted by the symbol (¥) using the assurance standard ISAE (UK) 3000. The assurance report as well as the
reporting criteria and full methodology can be found in full on our website: https://www.capita.com/about-capita/
resources-and-reports.
Capita plc Annual Report and Accounts
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Responsible business >> Our people continued
Culture
As part of our transformation, we are on a
journey to rally and reset our culture. Our goal
is that Capita’s workplace culture will create an
environment where trust, collaboration, growth,
and respect are at the forefront. Our colleagues
will feel valued, heard and know that their
contributions make a difference to our
customers and society.
In June 2024, more than 10,000 global
colleagues participated in a culture capture survey.
Additionally, 136 colleagues from across the
Group joined eight culture focus groups which
have informed our next phase of the programme.
Our focus will be on mandating of management
& leadership development, refreshing our values,
and the creation of an employee playbook,
in addition to rolling out a global approach to
recognition. Colleague engagement is key to the
success of this programme, and we are proud
of our 250 Culture Accelerators globally driving
the change.
Performance and development
It has been a very successful year for performance
and development activities. We continue with
our annual appraisal process which includes a
discussion based on the colleague’s achievement
against their objectives, values, strengths, areas
for development, feedback, future targets as
well as learning needs, and plan for career
progression. Reviews are multidimensional with a
focus on both the ‘what’ in terms of performance
against objectives and the ‘how’ performance
against our Capita values. Employees are
encouraged to seek 360-degree feedback and
focus on their development areas. We achieved
a 97% completion score for our end of year
review for 2024 (2023: 97%), followed by 82%
completion of mid-year reviews. In 2024, we
focused on leveraging management information
dashboards to drive targeted efforts and ensure a
strong emphasis on diversity, equity and inclusion.
These dashboards have been instrumental in
achieving high completion scores and promoting
fairness and consistency across the organisation.
Supporting future leaders
In 2024, we reinforced our commitment to
internal mobility through our strategic approach
to talent and succession planning. This integral
process helps us identify and nurture potential,
ensuring we develop future talent to drive
organisational effectiveness and success.
We conducted comprehensive activities to
assess potential and held succession discussions
with senior leadership team (SLT) members and
the Executive Team. These efforts have been
instrumental in recognising and fostering the
growth of our future leaders, demonstrating
our dedication to building a robust and dynamic
workforce. We continue to focus on diversity in
our succession plans and female representation
in our succession plans for SLT roles has risen
to 52%.
Talent acquisition and turnover
Capita continues to attract large volumes of
applicants, with nearly 9,600 new starters in
the year. Our voluntary turnover in the year
was 21.7% down from 24.9% in 2023.
We also believe that our virtual-first working
approach, where flexible and remote work are
offered wherever client and business needs
allow, is helping us to retain high-quality and
increasingly diverse talent.
Despite, some improvement in the external
economic backdrop, our focus in 2024 has
remained on employee retention initiatives
with 21% of roles filled internally as part of
our Capita-first policy.
Moving Ahead mentoring programme
Our Moving Ahead 2023-24 mentoring programme
concluded successfully in July 2024, with 80
participants (40 mentors and 40 mentees) from
around the globe. We received two prestigious
awards: the Most Dynamic Mentoring Organisation
of the Year 2023-2024, recognising our DEI
efforts, and Rajiv Patel was honoured as the
Most Inspiring Mentor of the Year 2023-2024.
The programme has supported colleagues with
their career progression, internal mobility through
promotion and ongoing professional development.
The 2024-2025 programme started in
November 2024 with 20 mentors and
20 mentees. This continues to be a key part
of our strategy and ongoing focus on increasing
diverse representation at senior levels across
the organisation globally.
591 learners
have completed leadership and
management programmes at levels 3, 5
and 7 since October 2019
Leadership and management
development programme
100%
of line managers observed improvements in
their team members’ work performance as
a result of them completing this programme
83%
distinction rate (43% national average)
8.9 out of 10
learners’ satisfaction rating of their
experience and quality of teaching
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Capita plc Annual Report and Accounts
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“As a mentee,
the launch of the
self-service Group
mentoring functionality
in Workday has been
a game-changer for
me, empowering
me to take control
of my professional
development by
enabling me to
select and connect
with a mentor who
understood my
career aspiration
and challenges”
Zia Aftab, Head of Performance
and Development,
People Function
Group mentoring
In June 2024, we launched our new self-service
Group mentoring functionality in Workday, the
HR and Finance platform. This innovative tool
is available to all colleagues globally, offering
access to a broad and diverse mentoring
database. It helps to build mentoring
relationships across locations, business areas,
and career levels, providing complete autonomy
to mentors and mentees in their search and
decisions. Localised mentoring programmes can
now register via the Group mentoring tool too,
enhancing tracking and providing meaningful
data. Currently, we have 153 mentors registered
and 115 active mentoring relationships.
Career path framework (CPF)
We successfully completed and rolled out our
CPF, which comprises 23 frameworks launched
to 36,000 colleagues across eight geographies.
CPF has been designed to empower everyone at
Capita to grow their careers and take advantage
of the scale and breadth of opportunities that
exist within the Group. The framework has
introduced career levels, pay principles and
pay ranges as well as competency frameworks
so that colleagues have visibility of where they
sit within the organisation as well as a view
of vertical and lateral job role opportunities.
The framework has provided transparency
and consistency across the Group.
In 2025, we will concentrate on the next phase
of the CPF, which involves reviewing our people
practices, policies, and systems to fully integrate
CPF into our daily operations.
Career tool
In 2024, we also launched career tool, an exciting
addition to CPF. It empowers colleagues to
complete their behavioural, leadership, or career
development needs analysis, enabling them
to plan and advance their careers effectively.
This skills assessment helps identify competency
gaps against Capita’s benchmarks. Since launch,
a total of 499 profiles have been created where
colleagues have completed assessments against
behavioural and leadership competencies.
In November 2024, we launched phase 2,
introducing the career development needs
analysis. This enables colleagues to explore
various career paths at Capita, including
development in their current roles, upward
moves, and transitions into new areas using
bespoke technical competencies. This has
been received very well by the business, helping
colleagues build focused plans to achieve their
individual goals and career aspirations.
Capita Academy
Management and leadership
Our management and leadership academies
thrived in 2024, becoming the go-to resource for
the development of our aspiring and experienced
managers and leaders. New managers are fully
supported from induction through to their first
12 months, supporting their ongoing development
and enabling skills/opportunities to become a
strong leader.
As part of our culture programme, we focused
initially on the development of our senior
leadership team (SLT), launching a leadership
enablement programme, which includes our first
leadership playbook. The playbook guides our
managers and leaders by outlining the principles,
practices, expectations, and behaviours we
expect them to demonstrate and to hold
others to account for. We have identified
four cornerstones of leadership as key drivers
in shaping our organisational culture: being
accountable; building trusted relationships;
learning and curiosity; and driving a winning
mindset. To bring these to life, we facilitated
webinars and group coaching sessions,
helping SLT to understand and embody
these cornerstones.
Additionally, we held briefing sessions for
the wider leadership population to support the
embedding of our playbook. We are committed
to continually reviewing the playbook to ensure it
meets the needs of our managers, leaders, and
the wider organisation.
Data & AI academy
Launched in July 2024, our data & AI academy
has made significant strides in enhancing data
and digital literacy across our global organisation,
with 1,580 employees undertaking elearning.
With a keen focus on AI and the ethical and
responsible use of data and artificial intelligence,
the academy has played a positive role in
reducing administrative tasks, empowering
colleagues to be more strategic and creative, and
helped improve use of our internal technology to
support our clients and customers more effectively.
Additionally, the development of individual data
and digital literacy has also encouraged further
personal development, supporting colleagues
with workload and work-life integration, as well
as supporting marginalised groups, particularly
neurodiverse colleagues, through technology
and improved accessibility to data for all. This
has also complemented our new neurodiversity
learning resource.
The trial of an AI coaching platform with 90
colleagues has supported positive outcomes,
with participants reporting marked benefits
in career development, resilience and overall
well-being. These advancements highlight
our commitment to leveraging technology
for professional growth and personal support.
Average learning hours completed per
employee excluding local technical training
c.16
(2023: c.11)
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Apprenticeships
We continued to evolve our apprenticeship
offering in 2024 with the introduction of a new
business analyst apprenticeship programme
focusing on building knowledge and expertise
in AI to increase business value for both Capita
and our clients. A total of 95 colleagues started
in June 2024 and a further 35 have applied for
the next intake.
Our data academy apprenticeships continued to
grow with a total of 91 starts across two intakes
in 2024. Our third intake started in January 2025,
with a further 86 colleagues applying for a place
on one of the four apprenticeships Discover
(Level 3 Data Literacy) Empower (Level 4 Data
Analyst) Enable (Level 6 Digital and Tech Data
pathway) Innovate (Level 7 AI Data Scientist).
2024 saw a slight evolution of our existing
management & leadership apprenticeship
suite with the addition of AI modules in our
Accelerate (Level 3 Team Leader), Advance
(Level 5 Operations Manager) and Ascent
(Level 7 Senior Leader) programmes and the
new addition of the Chartered Manager Degree
apprenticeship. These apprenticeships continue
to engage the varying levels of manager across
our population with a total of 164 starts in 2024.
Sales and growth
We started collaboration with our hyperscaler
partners to develop foundational learning
programmes to support our growth teams.
This initiative aims to improve the knowledge
and confidence of our colleagues, helping
them to source optimal outcomes and product
solutions for our customers. The CPF family
has been launched and is working with the
growth teams to continue building learning
frameworks across soft skills to support growth
plans, foster a collaborative mindset, and build a
strong reputation with our customers.
RISE programmes
The RISE (reduce inequality strive for equality)
for Women and Ethnicity programmes continued
to be embedded in 2024. The RISE for Women
programme began with 16 participants and
concluded in December 2024. The RISE Ethnicity
programme started in January 2024 with 21
participants, finishing successfully by April 2024.
From 2025, both programmes will be part of
our management and leadership academy.
Learning operations
Our focus for all learning solutions remains global
and multi-channel to ensure consistency and
accessibility. In 2024, our virtual global induction
programme welcomed more than 2,700 new
colleagues, fostering a culture of One Capita
and making new starters feel valued from the
beginning of their journey with us.
To equip our colleagues with the necessary skills
for today’s world, we introduced new technology
for bite-size learning opportunities, piloting
gamification in our management academy
and harnessing AI and video creation tools to
develop modern, self-directed learning resources.
Upskilling our Performance and Development
team with the latest tools and skills has been
crucial in ensuring we continue to respond
to business needs and provide effective
learning solutions.
New mandatory framework
In 2024, we analysed current processes
and industry best practices to improve our
operations and learning impact. Adopting the
new framework will provide several benefits:
• Reduced employee training time with
engaging, video-based material. Reducing
learning time per colleague by 50%
• A new calendar system to streamline and
standardise training across the company
Responsible business >> Our people continued
“Although we are only a
couple of months into
the apprenticeship,
I feel much more
equipped to take
on and lead projects
utilising the benefits
of AI”
Adam Hayden, Digital Delivery Manager
• Efficient scheduling and updates of
training resources
• Annual content refreshes and campaigns
to enhance engagement and compliance
This project has revamped our mandatory
training approach from January 2025.
Focus for 2025
• In 2025, we will integrate multimedia resources
to reduce learning time and improve access.
The new calendar system for mandatory
modules will standardise compliance globally,
ensuring timely updates and efficient
scheduling. Annual content refreshes and
targeted campaigns will boost engagement
and compliance, reflecting our commitment
to continuous improvement and
operational excellence.
• We must continue to explore the integration of
artificial intelligence and advanced technology
to sustain and enhance our journey toward
operational excellence. By leveraging AI, we
can streamline processes, personalise learning
experiences, and provide real-time feedback
and analytics to foster continuous improvement.
• We need to continue being curious reviewing
how technology will not only optimise
training efficiency but also ensure that all
our colleagues are equipped with the most
relevant and up-to-date skills. Embracing
these innovations will enable us to remain
agile, responsive, and ahead of industry trends,
reinforcing our commitment to growth and
excellence in every aspect of our operations.
As we transform our business we enter a new
era of human-machine collaboration, where
AI and automation amplify human capabilities,
foster creativity and tackle complex challenges,
our focus will be on equipping our colleagues
with the skills to excel in this new environment.
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Reward
Since 2021, our reward strategy has
been dedicated to establishing, developing,
communicating, and embedding a global
reward framework for Capita. This framework is
underpinned by the CPF with market-informed
job pay ranges by country, pay principles, pay
guidelines, and education on their usage. This
approach helps our employees understand how
pay decisions are made and ensures fairness
and consistency, while also considering careful
cost management.
In 2024, we completed our CPF, which
encompasses all our colleagues globally.
We assist our managers in reviewing salaries
worldwide each year, following these consistent
principles and guidelines, and have enhanced
all our training materials.
We implemented tools to govern pay decisions
and check for unconscious bias, ensuring
that we recognise the contributions of all our
colleagues and support fair compensation for
their work.
Additionally, our colleagues can choose from
a variety of benefits, such as workplace savings
products, a salary sacrifice car lease scheme for
electric and ultra-low emission vehicles, private
medical insurance, cycle-to-work schemes, will
writing services, and access to discounts from
major brands through our Extras platform.
Since 2021, the Group has increased the
salaries of our lowest earners by 38.4%.
We publish our gender and ethnicity pay gap
report annually on our website.
Health, wellbeing and safety
Focusing on the health, wellbeing and safety
of all Capita colleagues is a priority for Capita.
We continued with our mandatory safeguarding
training with 97% completion for level 1 and
98% for level 2. Our safeguarding framework
is embedded within our divisions and Group
functions. In 2024, 307 safeguarding reports
were made with 154 needing further external
referral support from local authorities or the
emergency services.
Our SafetyNet initiative, which provides
expert guidance to HR representatives and line
managers supporting colleagues with complex
issues related to wellbeing, safeguarding or
vulnerability, supported 166 colleagues.
We also have employee assistance programmes,
or similar support services, available to all
colleagues globally. They provide access
to counselling and online resources.
Disability reverse
mentorship
In November 2024, we launched a
pilot Disability Reverse Mentorship
Programme sponsored by our Chief
People Officer. Underpinned by best
practice, the programme has been
co-created by colleagues on our Health
Assessment Advisory Service and
Disabled Students Allowance contracts,
in collaboration with the Capita ability
network and our diversity partner, ENEI.
It is an innovative programme, in which
colleagues with disabilities, long-term
health conditions and neurodivergence
mentor more senior colleagues.
% of employees represented by an
independent trade union or covered
by collective bargaining agreements
17%
(2023: 15%)
Inclusive
recruitment
initiative
Our Capita Intelligent Communications
Team in Mansfield, won the ‘Inclusive
Recruitment Initiative’ award at the ENEI
Inclusivity Excellence Awards 2024.
Our partnership with Vision West
Nottinghamshire College has helped
to provide internships for local,
neurodiverse young people, and we
are incredibly proud of our passionate
team members who are dedicated to
creating an accessible workplace
where everyone can thrive.
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Our communities
Capita’s ambition is to have a positive impact
on our customers and communities. To uphold
these principles, we have set the following
ambitious 2026 targets:
• Increase the total volunteering hours
collectively to 44,000 annually
• Maintain 96% compliance in Modern
Slavery Government Assessment Tool
Progress against our targets
In 2024, our partnership with Business in
the Community (BiTC) continued to focus on
supporting our communities to flourish. Scott Hill,
Capita’s Chief People Officer, worked with other
senior leaders as part of BiTC’s Education,
Employment, and Skills Leadership Team,
shaping solutions for social mobility. BiTC’s
flagship inclusive recruitment campaign, Opening
Doors, aims to make more than two million jobs
accessible to diverse talent. In 2024, it produced
a What Works report, which unpacks employer
actions that are making the most impact on
improving social mobility by supporting young
people and job seekers into good work.
Capita also committed to working with BiTC to
reduce the number of 16-24-year-old ethnically
diverse NEETs across the UK as part of BiTC’s
partnership with the Youth Futures Foundation.
In 2024, we gifted more than £780,000 of our
apprenticeship levy to charities and SMEs to
support their investment in skills development.
In partnership with Hands On Payroll Giving, we
were able to significantly increase our charitable
impact. Our collaboration enables Capita
employees to support their chosen charities
and communities. In 2024, we raised almost
£161,000 through payroll giving activities. As
a result of our continued commitment, Capita
received the Payroll Giving Gold Quality Mark
Award issued by Charities Trust. The Gold Award
is a symbol of excellence and is awarded to
employers that have succeeded in generating
sustainable income sources for UK charities
through Payroll Giving.
Since we partnered with Hands On Payroll Giving
UK in 2019, Capita colleagues have donated
more than £3 million to their favourite charities
through payroll giving.
The majority of our employees globally are
granted one day per year for volunteering
activities and more than 16,000 hours of
volunteering were recorded in 2024.
For the second year Capita supported the Social
Shifters Global Innovation project, over 500
volunteers acting as judges took part in the 2023
and 2024 programmes. Social Shifters is a social
innovation challenge designed to accelerate
young (18 – 30 years) social innovators, to
explore, start and grow their ideas to tackle
the social or environmental issues that matter
to them most. To enter the Social Shifters Global
Innovation Challenge, young people must present
an idea that is unique and contributes towards at
least one of the United Nation’s 17 Sustainable
Development Goals.
In 2024 we continued with our commitment
to upholding the Armed Forces Covenant and
creating a culture that honours and empowers
those in the armed forces community.
Responsible business >> Our communities and Our business
Working with
the Engineering
Development
Trust (EDT)
Capita has worked with EDT for
more than 10 years, helping to
raise enthusiasm for STEM (science,
technology, engineering and maths)
subjects in young people. In 2024,
we donated mentoring hours, real
life project examples and financial
sponsorship for a number of
programmes that were run in
partnership with schools in
North Tyneside.
Challenge Day – designed to inspire
and engage 9 to 15-year olds and
encourage a positive attitude towards
STEM subjects. Workshops bring STEM
subjects to life with hands-on activities
focusing on themes like the environment,
sustainability, aerospace, digital
innovation, and the built environment.
Gold Project – this allows students
the opportunity to collaborate on a
real-world STEM project helping them
to develop essential work-ready and
technical skills. Upon completing the
programme and 50 hours of work,
students graduate as Gold-level
Industrial Cadets, a nationally
recognised award. The team
sponsored by Capita won the
Business Pitch Award which is a
similar format to Dragon’s Den.
Our business
Capita’s ambition is to operate ethically,
responsibly and securely. To uphold these
principles, we have set the following ambitious
2026 targets:
• EcoVadis Silver Medal
• Mandatory data security & cyber protection
training – 96% plus annual compliance.
Progress against our targets
In 2024, Capita was included in the FTSE4Good
Index Series. The Series, by global index and
data provider FTSE Russell, is designed to
measure the performance of companies
demonstrating strong environmental,
social and governance (ESG) practices.
We achieved a score of 64 in our EcoVadis
assessment, earning a good status, which
is equivalent to a Bronze Medal. Additionally,
our scores in the Sustainalytics assessment
improved, with our risk rating score decreasing
from 18.9 last year to 15.5 this year.
We have been reaccredited with the Fair Tax
Mark by the Fair Tax Foundation, reaffirming
our commitment to transparency and ethical
tax practices.
Client relations
We actively seek the views of our clients through
an annual customer net promoter score (cNPS)
survey. We ask for feedback on our current
performance, key drivers and encourage
comments on areas that they would like us
to focus on in future. We feed this information
back to our teams who then take the time to
understand any root causes of issues raised
and set actions, which are monitored via our
customer relationship management platform,
Salesforce. We are proud of the improvement
achieved across all areas of the business, but
particularly in Experience; the Group cNPS score
improved to +28 points (favourable) (2023: +16
points), our highest score since we began to
record results in 2018.
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As part of Capita’s commitment to reach net zero
by 2045, we recognise that our suppliers and
subsequent supply chain Scope 3 emissions
are significant contributors. As such, we capture
emissions metrics from our suppliers including
Science Based Targets (SBTs) covering their
scope 1, 2 and 3 emissions. In line with our
responsible business Board commitments, our
goals are that by 2030 55% of our suppliers by
spend will have committed to having SBTs in
place and, by 2035, 85% of our suppliers by
spend will have committed to having SBTs in
place. In 2024, 58% of our spend was with
suppliers that have SBTs.
In addition, we ask our suppliers to share
their EcoVadis sustainability assessment
scorecards, where available, and we are
working to continuously increase the volume
of suppliers that use the EcoVadis portal.
EcoVadis scorecards provide suppliers with
valuable insights into their own company’s
strengths and areas of improvement across
environmental and social factors. In 2024, we
monitored 359 EcoVadis scorecards. As a result,
43% of our spend was with suppliers that have
scorecards in place.
Targeting bribery and corruption
We do not tolerate bribery or corruption in any
form. Our anti-bribery and corruption standards
apply to all Capita businesses, employees and
suppliers. The Financial Crime Prevention team
monitors compliance, with a view to ensuring
all parts of the business are aware of their
responsibilities in terms of charitable donations,
sponsorships, and gifts and hospitality.
All employees must complete financial
crime training annually.
Upholding human rights
We are committed to playing our role in society
by ensuring that we have the systems, policies
and processes in place to identify any potential
instances of exploitation and, if found, eradicate
modern slavery in all its forms from our business
and supply chain.
Our updated human rights policy details our
commitments to upholding the principles of
human rights, as set out in the UN Declaration
of Human Rights and the International Labour
Organization core labour principles. We comply
with all relevant legislation, including the UK
Modern Slavery Act and our compliance
statement can be found on our website:
https://www.capita.com/modern-slavery-
statement. We outline expectations and
compliance to the standards we set out for
suppliers, working with them to ensure they
operate in accordance with this policy, and
upholding the principles of human rights in
their operations and supply chains.
We take appropriate steps to ensure everyone
who works for Capita has their fundamental
human rights respected and anyone we
do business with upholds these principles.
Our modern slavery statement details policies,
processes and actions we have taken to ensure
that modern slavery and human trafficking do not
take place in our supply chains or our business.
We actively monitor our supply chains against the
Walk Free foundation Global Slavery Index (GSI)
who provide national prevalence and vulnerability
estimates of modern slavery for 160 countries
worldwide. In 2024, we worked with four
suppliers based within three countries
classified at high risk.
There were no material breaches of modern
slavery in 2024.
We achieved 96% compliance in the Modern
Slavery assessment Tool.
Protecting privacy
Capita handles significant quantities of
information about our operations, clients,
colleagues, and service users. Much of this
information comprises personal data. We take
data privacy very seriously and are committed
to ensuring that personal data is kept secure,
handled with care, and processed in compliance
with applicable data protection laws. Our
approach is guided by our comprehensive
policies, procedures, and guidance that outline
our data protection standards and practices.
We continuously review and enhance our
data privacy practices to adapt to evolving
regulatory requirements and emerging threats.
Colleague mandatory data privacy training
is a key mitigant to data privacy risk and
comprises mandatory modules that cover a
range of areas, including identifying personal
data, responsibilities when dealing with personal
data, and how to identify and respond to data
privacy issues. All Capita colleagues, including
contractors, must complete mandatory data
privacy training. We actively monitor completion
rates of our training to ensure that they achieve
a minimum completion threshold of 95%.
This year, our data privacy programme focused
on data retention and minimisation, handling
data subject requests, undertaking data privacy
awareness, implementing privacy by design,
strengthening transparency, and improving
our understanding of how personal data will be
processed in the context of new technologies
(including AI) we are adopting as part of our
organisational strategy. Our policies, procedures,
and guidance provide a framework to support
these initiatives and ensure that we maintain
the highest standards of data protection.
Supplier engagement
Our aim is to encourage and work with suppliers
in order to achieve the highest standards within
our supply chain. Our supplier charter, which is
available on our website, remains at the core
of strengthening our commitments to support
more SMEs, increasing the diversity of our supply
chain, promoting supply chain resilience and
encouraging ambitious carbon reduction targets.
99% of new and renewing suppliers adhere
to our Supplier Charter. We want to work with
suppliers and supply chain partners that share
our values and help us deliver our purpose,
to create better outcomes. This includes the
provision of safe working conditions, treating
workers with dignity and respect, acting ethically
and being environmentally responsible.
We value the business relationships we have
with our suppliers and seek to build lasting
relationships, treating our suppliers and partners
fairly and paying promptly. We want to work with
suppliers who share our values and support us in
delivering our purpose. Across the Capita Group
we spent more than £1.64 billion in 2024 with
13,651 direct suppliers in 42 countries.
Around 91% of our total supply chain are
small and medium-sized enterprises (SMEs),
including sole traders and micro-businesses.
We continue to recognise the impact that the
current economic situation is having on many
of these suppliers, with varying demand for
products and services often severely affecting
their cash flow. Consequently, we strive as a
business to prioritise and ensure payment to
terms with our suppliers at all times where
possible. In 2024, 92% of our suppliers were
paid within 60 days or less and 76% of
SMEs were paid within 30 days or less.
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Responsible business >> Engaging with our stakeholders
Engaging with
our stakeholders
Section 172 statement
Capita’s directors are fully aware of and understand their statutory duties
under Section 172 of the Companies Act 2006 (the Act), which requires the
Board to consider the views of all its stakeholders when making decisions.
The Board has a clear framework for determining the matters within its
remit and has approved Terms of Reference for the matters delegated
to its Committees. When making decisions, each director ensures that
they act in the way they consider, in good faith, would most likely promote
the Company’s success for the benefit of its members as a whole, and in
doing so have regard (among other matters) to section 172(1)(a) to (f)
as detailed below.
a. The likely consequences of any decision in the long term.
b. The interests of the Company’s employees.
c. The need to foster business relationships with suppliers, clients and others.
d. The impact of the Company’s operations on the community and the environment.
e. The desirability of the Company maintaining a reputation for high standards
of business conduct.
f. The need to act fairly towards all members of the Company.
This section 172 statement forms the directors’ statement required under
section 414CZA of the Act and describes how the directors have taken into
account wider stakeholders in their decision making and also the principal
decisions taken during the year.
Why they are important
They deliver our business strategy;
they support the organisation to build
a values-based culture; and they deliver
our products and services ensuring
client satisfaction.
What matters to them
Flexible working; learning and
development opportunities leading to
career progression; fair pay and benefits
as a reward for performance; and two-way
communication and feedback.
How we engaged
• People surveys
• Regular all-employee communication
• Via Nneka Abulokwe, our designated
non-executive director for colleague
engagement who has visited businesses
in the UK and South Africa
• Employee focus groups and
network groups
• Workforce engagement on pay at Capita
Topics of engagement
• Creating an inclusive workplace
• Health and wellbeing
• Speak Up policy
• Directors’ remuneration and pay
at Capita
• Acting on survey feedback
• The career path framework
• Our culture programme
• Annual salary review
Outcomes and actions
The 2024 employee survey showed
a decrease in the eNPS compared
with 2023. Although disappointing, we
recognise that this reflected the difficult
decisions that the Company had to make
during the year to ensure the long-terms
sustainability and success of the
Company, including the decision not
to remain as a real living wage employer.
Survey feedback was positive in relation to
manager support and belonging with 80%
of respondents stating that their manager
helps them to succeed while 60% of
respondents feel a sense of belonging
at Capita.
We are developing and delivering a range
of action plans, including ensuring our
leaders feel confidence in, and ownership
of Capita’s strategy, plans and successes,
developing inclusive opportunities for
internal career mobility.
We have mobilised a multi-year
programme to rally, reset and embed
our culture engaging over 250 Culture
Accelerators globally to drive the change.
Focused on bringing together our senior
leadership team through the launch
of our Leadership Playbook, mandating
Management & Leadership development,
refreshing our values to launch in Q2 2025
and creation of an employee playbook.
In October 2024, Capita was recognised
by Forbes, as being one of the top
companies for women for the second
consecutive year, ranking at number
36 out of 400 global companies on
the prestigious list.
Our 2024 gender pay gap figures showed
improvement compared to 2023, resulting
in a median of 14.91% (0.49% down from
15.40%) and a mean of 18.40% (0.39%
down from 18.79%). Since we started
reporting in 2017, we have reduced our
gender pay gap by 10.39%, from 25.30%
to 14.91%.
Moving Ahead, Capita’s mentoring
programme, offers cross-company
mentoring which aims to build a pipeline
for talented individuals from under-
represented backgrounds within the
workplace. Capita was awarded ‘Most
Dynamic Mentoring Organisation’ in 2023
and 2024 at the Inspired by Mentoring
Awards in recognition of our commitment
to mentoring.
We continued to promote our Speak Up
policy throughout the organisation.
Risks to stakeholder relationship
• Our ability to retain and develop people,
impacting our quality of service and our
financial performance
• Our ability to evolve our culture and
practices in line with our responsible
business agenda
Key metrics
Voluntary attrition, eNPS, employee
engagement index and people survey
completion level.
Further details
Responsible business section on pages 34
to 67. Directors’ remuneration report on
pages 108 to 126.
Clients and
customers
Our people
Suppliers and
partners
Investors
Society
Creating better
outcomes
Our people
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Why they are important
They are recipients of Capita’s services; and
Capita’s reputation depends on consistent
and timely delivery of the services they
need from us.
What matters to them
High-quality service delivery; delivery of
transformation projects within agreed
timeframes; and responsible 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
• Introductory meetings and correspondence
with the new CEO, and ongoing meetings
with Divisional CEOs, Public Service
and Experience
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, such as AgentSuite and
CapitaContact
• Possible future services, market and
client needs
• Co-creation of client value propositions in
collaboration with our hyperscaler partners,
AWS, Salesforce, Microsoft and ServiceNow
• Ongoing benefits of hybrid working, near
and off-shore 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.
Further details
• Chief Executive Officer’s review on
pages 6-10. Responsible business section
on pages 34 to 67.
Clients and customers Suppliers and partners
Why they are important
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.
What matters to them
• 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 in 2024
• Strategic collaboration with hyperscalers:
including regular engagement with AWS,
Microsoft, Salesforce and ServiceNow
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
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Why they are important
They own the business and provide essential
capital; and their input and feedback is
considered when making tactical and
strategic decisions.
What matters to them
Reporting on strategic, operational and
responsible business factors; financial
performance; directors’ remuneration,
access to the Board and senior management;
and regular communication.
How we engaged
• Financial and other reports and
trading updates
• Capital Markets Day held in June 2024
• Investor meetings with CEO, CFO and
Investor Relations
• Dedicated webinars for retail shareholders
• Regular investor programme with the Board,
including meetings with the Chairman and
Remuneration Committee and Audit and Risk
Committee chairs and feedback throughout
the year
• At the Company’s AGM
• Discussions around AGM on resolutions
and governance topics
• Dedicated Investor Relations contacts and
email inbox
Topics of engagement
• Medium-term targets and strategic priorities
• Financial performance and outlook
• Digital transformation, gen AI and
relationship with hyper-scalers
• Cultural transformation and attrition
• Balance sheet, liquidity and the ongoing
cost-savings programme
• Disposal of Capita One
• Appointment of the new CFO
• Governance: remuneration and
remuneration policy approved by
shareholders at the 2024 AGM
• Environmental: net zero target
Outcomes and actions
Frequent market communication and
active engagement with largest shareholders
including with the Chairman and Remuneration
Committee and Audit and Risk Committee
chairs, including shareholder consultation
on the remuneration policy proposed to
shareholders at the 2024 AGM which received
more than 99% of votes cast in favour.
Risks to stakeholder relationship
• Delivery of strategic and financial objectives
• Key aspects of governance eg remuneration
Key metrics
Revenue; profit; free cash flow; net debt and
gearing; valuation; and AGM voting.
Further details
Principal decisions table on page 52.
Topics of engagement
• New technology and gen AI offerings suitable
for both Capita and Capita-customer use
• Supplier payments
• Sourcing requirements and bid opportunities
• Supplier performance monitoring
• Supplier charter commitments
• Partnering opportunities
• Joint development of AI powered customer
service tools
• Deployment of cloud-native platforms to
modernise public and private sector operations
• Commitment to sustainability, including
carbon footprint transparency and
initiatives to meet net zero goals
• Enhancing cyber security standards
across partner ecosystems to
safeguard stakeholders
Outcomes and actions
Our supplier charter, which is available on our
website, remains at the core of strengthening
our commitments and sets out how we conduct
business in an open, honest and transparent
manner, and what we expect of our suppliers.
We want to work with suppliers and supply
chain partners that share our values and
help us deliver our purpose, to create better
outcomes. This includes the provision of safe
working conditions, treating workers with
dignity and respect, acting ethically and
being environmentally responsible.
As part of our commitments as a responsible
business, Capita manages and monitors a
variety of supply chain related metrics including
sustainability, spend with SMEs, VCSE’s and
diverse-owned businesses and modern
slavery risk.
To understand Capita’s Scope 3 carbon
footprint, a supplier engagement programme
was also undertaken with suppliers accounting
for £1bn annual spend (over 50% of the supply
chain by spend) to ask them to disclose their
carbon emissions to CDP.
During 2024, 92% of our 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
90% of supplier payments within agreed terms;
SME spend allocation; and supplier
diversity profile.
Further details
Supplier engagement section on page 47.
Investors
Responsible business >> Engaging with our stakeholders continued
Suppliers and partners continued
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Society
Why it is important
Capita is a provider of key services to
government impacting a large proportion
of the population.
What matters to it
Social mobility; youth skills and jobs;
community engagement; diversity and inclusion;
climate change; business ethics; accreditations
and benchmarking; and cost of living crisis.
How we engaged
• Membership of non-governmental
organisations
• Charitable and community partnerships
• External accreditations and benchmarking
• Working with clients, suppliers, and the
Cabinet Office
Topics of engagement
• Youth employment
• Workplace inequalities
• Diversity & inclusion
• Climate change
• Community engagement
Outcomes and actions
Youth and employability programme such as
Social Shifters; ranked 36 on the Forbes Global
list of top employers for women; our pay gap
has improved by 10.39% since we began
reporting, awarded Employer’s Network for
Equality and Inclusion, achieved a silver
Tidemark, Armed Forces Covenant Gold
Employer Recognition Award and an A CDP
(Carbon Disclosure Project) score as a
bronze medal by EcoVadis for Capita plc.
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.
Further details
Responsible business: Our people section on
pages 39 to 45.
Responsible business: Our communities section
on page 46.
Responsible business: Our planet section on
pages 54 to 58.
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Principal decisions: consideration of stakeholders and outcomes
Examples of some of the principal decisions that the Board has taken during 2024 and how s172 considerations have been factored into the Board’s decision making are set out below:
Principal decisions considered by the Board Impact on long-term sustainable success Stakeholder considerations Further details
Finance:
• In December 2024, the Board approved an
increase in the Group’s cost reduction target
from £160m to up to £250m.
Further cost reductions together with the increasing use of AI
and gen AI form the basis of the Group’s transformation and
will improve the Group’s operating model and its operating profit
margins and will enable the delivery of positive sustainable cash
flows, improving the financial position of the Company.
Colleagues: the Board recognises the impact on colleagues whose
roles were at risk of redundancy. However, the Board recognises that
annual voluntary employee attrition of around 22% will contribute to these
savings, reducing the need for redundancies and the Group can ensure
that it can rebalance new hires, provide incremental training of our
colleagues and invest in key growth areas.
All our stakeholders: The improved financial position of the Group,
and the delivery of positive sustainable cash flow following these savings
and efficiencies is of benefit to all stakeholders.
The use of gen AI will provide better opportunities for our colleagues.
Strategic report
on pages 2 to 76.
Chief Financial Officer’s
report on pages 27 to 33.
Disposals:
• In July 2024, the Board approved the
disposal of the Group’s standalone software
business Capita One. The sale to MRI Software
completed on 5 September 2024, raising net
cash proceeds of approximately £180m.
The sale of Capita One has strengthened the Group’s financial
position while providing funding and optionality for the
transformation journey.
All our stakeholders: the strengthening of the Group’s financial position
has made Capita a more sustainable business which is in the interests of
all stakeholders.
Chief Executive Officer’s
review on pages 6 to 10.
Chief Financial Officer’s
report on pages 27 to 33.
AI and gen AI
As announced at the Capital Markets Day the
Board approved a revised strategy which includes:
• Partnerships with technology hyperscalers to
address industry trends and client demands
• Introduction of targeted, standardised,
repeatable product propositions to
capitalise on shifting demand
The joint go-to-market solutions with technology partners such as
Microsoft, AWS, Salesforce and ServiceNow are driving market
differentiation, ensuing a larger proportion of higher-margin
repeatable deals with improved cost predictability, as
demonstrated by Capita’s collaboration with AWS on
CapitaContact. These actions are creating a better Company that
supports improved profitability and sustainable cash generation.
Our clients and customers: Our new AI solutions – CapitaContact,
AgentSuite and Capita Accelerate are helping to streamline processes
and create efficiencies for clients, as well as improving the experience
of customers and end users of services.
Our people: we are deploying AI to empower employees by
supplementing and enhancing their human abilities and skills and
enabling them to take on more creative, human-centred responsibilities,
creating a better employment experience and greater job satisfaction.
Our shareholders: a better company, improved profitability and
sustainable cash generation will provide better returns to our shareholders.
A Better Capita: Better
Technology on page 13.
Governance – Board changes:
• In May 2024, the Board approved the
appointment of Pablo Andres as Chief Financial
Officer. Pablo joined the Board on 15 July 2024
and was appointed as CFO on 9 August 2024.
The chief financial officer is a critical role in driving the change
required in Capita’s complex businesses, delivering the required
cost savings and enhancing the Group’s processes and systems
and supporting the CEO to deliver the Group’s strategy.
All our stakeholders: all our stakeholders have an interest in the
successful delivery of our strategy and the way it is delivered. Pablo
Andres, CFO has a critical role in supporting the CEO to deliver the
Group’s strategy, including delivery of the required cost savings.
Nomination Committee
report on pages 90 to 94.
Responsible business >> Engaging with our stakeholders continued
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Responsible business >> NFSIS
NFSIS
The table below, and information it refers to, is intended to help stakeholders understand our position on key non-financial and sustainability matters. This builds on reporting that we do under the following
frameworks: CDP, Dow Jones Sustainability Index and the EcoVadis Assessment.
Reporting requirement Policies and standards which govern our approach Where is this referenced in this report?
Environmental matters • Health, safety and environmental policy (E)
• Environmental standard (I)
• Supplier Charter (E)
• Procurement policy (E)
• Procurement standard (I)
• Travel and expenses policy (I)
• Risk management policy (E)
• Responsible business: our planet pages 54 to 58
• Task Force on Climate-related Financial Disclosures (TCFD), pages 59 to 67
• Streamlined Energy and Carbon Reporting Regulation (SECR), page 57
• Responsible business: our business – supplier engagement page 47
Employees • Code of conduct (E)
• Health, safety and environmental policy (E)
• Health, safety and environmental standard (I)
• Diversity and inclusion policy (E)
• Wellbeing policy (E)
• Employee handbook (I)
• Our people section pages 39 to 45
• Responsible business: representing the diversity of the communities in which we live
and work 39
• Responsible business: diversity data page 41
Human rights • Human rights policy (E)
• Supplier charter (E)
• Modern slavery statement (E)
• Information and cyber security policy (E)
• Privacy policy (E)
• Employment screening policy (I)
• Procurement policy (E)
• Speak Up policy (E)
• Safeguarding policy (E)
• Responsible business: our business– supplier engagement page 47
• Responsible business: our communities page 46
• Responsible business: our business – upholding human rights page 47
Social matters • Charity and community policy (E)
• Charity and community standard (I)
• Volunteering Toolkit (I)
• Payroll giving and matched funding Toolkit (I) • Responsible business: our communities page 46
Anti-corruption and anti-
bribery
• Code of Conduct (E)
• Gifts and hospitality standard (I)
• Financial crime policy (E)
• Conflict of interest policy (E)
• Responsible business: targeting bribery and corruption page 47
Due diligence and outcome • Risk management framework
• Annual internal audit plan (I)
• Risk register (I)
• Audit and Risk Committee report
• Risk management framework pages 68 and 69
• Audit and Risk Committee report pages 99 to 107
Business model • Business model page 12
Non-financial KPIs • Non-financial KPIs page 3
• Responsible business pages 34 to 67
Risk management • Risk management and internal control pages 68 to 74
I – Group policies, guidance and standards published internally; E – Group policies, statement and reports published externally.
This section of the report constitutes Capita’s non-financial and
sustainability information statement (NFSIS), produced to comply
with sections 414CA and 414CB of the Companies Act 2006.
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Fighting climate change
Capita’s ambition is to reach net zero
greenhouse gas emissions across the value chain
by 2045. To help accelerate our pace we have a
three-phased approach which aims to reach
operational net zero by 2030; operational and
business travel net zero by 2035; and full net
zero by 2045.
We have established near term and long-term
science-based targets and are working to
validate them with the Science Based Target
initiative (SBTi).
We are committed to these challenging
targets at every level of our organisation, setting
decarbonisation as our overarching objective.
Our goal is for all residual emissions from 2045
to be neutralised in line with SBTi criteria to
reach net zero emissions. The challenges we
believe will be most difficult to address are
the decarbonisation of our heating systems
and collecting, monitoring and managing
the reduction of emissions from nearly 14,000
suppliers. Work has begun on Capita’s first low
carbon transition plan which will set out how we
plan to address these challenges.
Responsible business >> Planet
Our planet
2030 target
46% reduction
2024 performance
81% reduction
0%
100%
2025 target 50%
2024 actual 58%
0%
100%
2024 actual
43% reduction
2045 target
90% reduction
0%
100%
Near-term targets
Capita has committed to reduce absolute Scope
1 and 2 greenhouse gas (GHG) emissions and
absolute Scope 3 GHG emissions covering
business travel by 46% by 2030 from a
2019 base year.
We have already significantly exceeded this
target by reducing these emissions by 81% in
2024, when compared to our 2019 baseline.
Capita has also committed to 50% of its
suppliers by spend – covering purchased
goods and services, and capital goods –
having science-based targets by 2025.
We have exceeded this target in 2024 and 58%
of our suppliers by spend (covering purchased
goods and services and capita goods) have
science based targets.
Long-term targets
Capita has committed to reducing absolute
Scope 1 and 2 GHG emissions, and absolute
Scope 3 GHG emissions by 90% by 2045 from
a 2019 base year.
In 2024, we have reduced our total emissions by
43% from a 2019 base year across all relevant
categories in Scope 1, Scope 2 and Scope 3.
GHG emissions
Scopes 1, 2
and Scope 3 (business travel)
Near-term
supplier SBTi targets
GHG emissions
Scopes 1, 2 and 3
(absolute)
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Scope 1 Direct emissions and operations
Scope 1 emissions primarily arise from the
combustion of gas for our heating systems
and the use of fuel for our vehicle fleet.
This year our Scope 1 emissions were
5,150 tCO
2
e, down from 12,247 in 2023.
This decrease was due to our focus on making
sure our property estate is the right size for our
business, by reducing the number of buildings
we have. We have also made changes to
our fleet and diesel is no longer an option for
colleagues who renew their company cars.
In total our Scope 1 emissions have reduced
by 73% from our 2019 baseline year.
Scope 2 Indirect emissions from
purchased electricity
Our Scope 2 emissions are from electricity used
to power Capita’s buildings, data centres and
offices, and to charge electric vehicles at
our premises.
This year our Scope 2 (market-based) emissions
were 4,076 tCO
2
e, which is a slight increase from
3,553 in 2023. This increase was due to energy
use in buildings at which we are unable to source
renewable electricity. In total our Scope 2 (market
based) emissions have reduced by 85% from our
2019 baseline year.
Scope 3 Business travel emissions
Business travel emissions primarily arise from
meetings with our clients or essential visits to our
sites. Internally we have a digital first policy which
helps to reduce the amount of travelling we do.
This year our Scope 3 (business travel) emissions
were 5,154 tCO
2
e down from 6,844 in 2023. This
decrease was due to our direct focus on
reducing business travel. In total our Scope 3
(business travel) emissions have reduced by
83% from our 2019 baseline year.
Steps to 2045 – Low Carbon Transition Planning
Capita have appointed representatives
throughout key parts of the business as Net Zero
Champions and work has begun on our first Low
Carbon Transition Plan. The plan is expected to
be published in Q4 2025 and will outline the
actions we will take to reach net zero by 2045
across our value chain.
Supplier engagement
Our most significant decarbonisation challenge
lies within our supply chain, where we have
calculated that 56% of our total emissions exist.
We have asked our suppliers to set Science
Based Targets as part of the onboarding process
and in 2024 58% of suppliers have done so, up
from 54% in 2023.
Renewable energy generation
We currently have a solar energy generation
project at our Fire Service College premises.
This project has generated over 17,000kWh
of energy in 2024. We have used this energy
on our site to provide power.
Improving energy efficiency
We invested in energy-efficiency measures across
our estate in 2024 to deliver savings below.
Building plant upgrades and initiatives
(tCO
2
e reduction
per annum)
Replacement LED lighting 83
Updated building management controls 290
Installation of electric timers 3
Increasing awareness of energy waste 108
Updated boiler controls 8
Installation of pipework insulation 3
Installation of variable speed drive 9
Total 504
In 2024, 21 projects were delivered to upgrade
lighting to LED and a further 39 initiatives from
the 2023 ESOS surveys were implemented.
We also delivered two major projects at the Fire
Service College which included a full passive
infrared lighting system and additional energy
monitoring onto key infrastructure, which
is providing more insights into the system
operation. We plan to roll this out across
more sites during 2025 and to introduce a new
training cabin at the Fire Service College with
solar panelling to reduce energy consumption.
Building energy monitoring programme
Our highly successful building energy monitoring
programme continues to identify energy savings.
Our Facilities Management team review half
hourly energy data for our larger properties
quarterly, leading to efficiency action and plant
and controls upgrades. We also use this process
to monitor the success of plant replacement
programmes and refurbishments, checking
that expected energy efficiency and emissions
reduction are achieved. In 2024 we saved an
estimated 700,000 kWh of energy from
electricity efficiencies (across 10 larger
properties) and 340,000 kWh of energy from
gas efficiencies (across 6 larger properties).
Energy Savings Opportunity Scheme (ESOS)
This year Capita made a submission under ESOS
which included a new Energy Saving Action Plan.
This plan outlines a series of targeted measures
designed to enhance energy efficiency across
our operations. By focusing on reducing energy
consumption and optimizing our resource use,
we are not only meeting regulatory requirements
but also reinforcing our commitment to reducing
carbon emissions.
Key highlights of the plan include:
• 36 energy-saving actions added
• 2 million kWh of additional energy savings
projected over the period from 2023
to 2027
Progress on the Energy Saving Action Plan will
be updated annually, and we will continue to
invest in further energy-saving opportunities,
ensuring ongoing improvements in our energy
efficiency and sustainability efforts.
Electrifying our fleet
We are making good progress in switching our
fleet to electric vehicles. In 2024, we removed
375 diesel vehicles. Now, 88% of our fleet
is electrified to some extent (up from 56%
in 2023), and 23% are fully electric (up from 4%
in 2023). This increase is mainly because we
changed our policy to no longer allow diesel
cars for fleet renewals.
We are creating the infrastructure needed to
support our goal of having 100% EV fleet by
2030 and have so far installed 31 EV chargers
at seven sites.
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Circular economy
At Capita, the principle of the circular economy
is integral to our sustainability strategy. We are
committed to reducing waste and maximising
the use of the planet’s resources, both within our
operations and beyond. In collaboration with our
third-party partner, Restore Technology, we have
made significant strides in resource efficiency
this year.
Technology waste processing:
Process used Number of items
Recycling 19,542
Remarketing for sale 10,729
Redeploying or donating 1,685
By reducing the demand for new resources, we
have achieved substantial environmental savings,
equivalent to:
• 47 million kWh of energy
• 132,000 barrels of crude oil
• 925 cubic meters of landfill space
These savings could power 8,601 homes or
1,448 cars for a year.
Responsible business >> Our planet continued
Furniture waste processing
• 1,215 items of furniture reused across
the Capita estate from property closures
• 1,997 items of furniture donated to schools
and charities
Increasing our portfolio of net zero services
Net zero is a unique emerging sector of verticals
and companies ranging from low carbon energy
generation all the way to green finance that
presents a big opportunity for future economic
growth. This evolving market represents an
attractive growth opportunity with an estimated
addressable market of £150 – £250m per
annum, and an opportunity for Capita to
support our clients in reaching their sustainability
goals. To do this we have established a new
Sustainability and Net Zero team to support
public service clients on climate, energy, waste,
and biodiversity, and are exploring a partnership
to provide net zero products and virtual power
networks. We plan to target 1 million social
housing properties in the next five years, aiming
to reduce energy bills for vulnerable communities,
support ambitious net zero targets, and enhance
the resilience of the national grid. This proposition
spans all Capita markets and represents a
sizeable opportunity for the company to
strengthen its position in the evolving
net zero sector.
CDP disclosure
In our ongoing commitment to transparency
and sustainability, Capita has disclosed its
environmental impact through the Carbon
Disclosure Project (CDP). This disclosure
underscores our dedication to reducing
our carbon footprint and enhancing our
environmental performance. By participating
in the CDP, we provide stakeholders with
comprehensive data on our greenhouse
gas emissions, climate-related risks, and
opportunities. Capita received an A- score from
the CDP for 2024, reflecting our significant efforts
and progress in environmental sustainability. This
initiative aligns with our broader strategy to foster
sustainable business practices and contribute to
global efforts in combating climate change.
Taskforce on Climate-related Financial
Disclosures (TCFD)
In 2024 we published our fourth disclosure
statement against the TCFD recommendations,
see pages 59 to 67. Details on climate
governance can be found in our TCFD
statement on page 61.
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Capita plc Annual Report and Accounts
56

Reporting
GHG emissions (tCO
2
e) and energy use (kWh) for period 1 January 2024 to 31 December 2024
Data source current reporting year 2024 Comparison reporting year 2023 Comparison reporting year 2022
UK and
offshore
Global
excluding UK
and offshore Total
UK and
offshore
Global excluding
UK and offshore Total
UK and
offshore
Global excluding
UK and offshore Total
Gas and fuel
Energy Bureau, UK est energy,
FSC burn, int. est energy,
Capita Europe 20,775,221 1,485,153 22,260,374 58,451,965 1,276,761 59,728,726 58,561,431 2,443,394 61,004,825
Electricity and district heat 32,339,905 14,350,367 46,690,272 61,520,201 15,030,765 76,550,966 65,813,485 15,405,065 81,218,550
Business travel – cars SAP expenses 4,310,261 1,361,135 5,671,396 7,208,314 2,276,310 9,484,624 12,211,032 3,836,579 16,047,610
Total energy used 57,425,387 17,196,655 74,622,042 127,180,480 18,583,836 145,764,316 136,585,947 21,685,038 158,270,986
% of total energy used 77% 23% 100% 87% 13% 100% 86% 14% 100%
Emissions from combustion of gas and fuel for heating tCO
2
e
(Scope 1) Energy Bureau, Capita Europe 3,766 324 4,090 10,373 246 10,619 9,281 405 9,686
Emissions from combustion of fuel in company vehicles
tCO
2
e (Scope 1)
Fleet, FSC, fleet Germany,
India, South Africa 163 15 178 1,224 63 1,287 1,851 67 1,918
Emissions from fugitive refrigerant gas tCO
2
e (Scope 1) Fugitive refrigerant gas 107 0 107 339 2 341 445 0 445
Emissions from purchased district heat tCO
2
e (Scope 2) Energy Bureau, Capita Europe 34 230 264 30 68 98 34 264 298
Emissions from purchased electricity (location based) tCO
2
e
(Scope 2)
Energy Bureau, UK est energy,
int. est energy, Capita Europe,
South Africa, India 6,657 9,036 15,693 12,553 8,714 21,267 12,827 8,012 20,839
Emissions from purchased electricity (market based) tCO
2
e
(Scope 2) Energy Bureau 542 3,270 3,812 1,044 2,411 3,455 2,247 1,836 4,083
Emissions from business mileage, air, rail, tube tram and light
rail, taxi, bus, coach, ferry, hotel, waste tCO
2
e (Scope 3) SAP, Agiito 3,759 1,395 5,154 5,475 1,369 6,844 4,857 1,244 6,101
Total gross tCO
2
e Scope 1 and Scope 2 (location based) 11,141 10,019 21,160 24,519 9,091 33,611 24,438 8,748 33,186
Total gross tCO
2
e emissions (location based – Scope 1,2 and
business travel) 14,954 11,360 26,314 29,995 10,461 40,456 29,294 9,992 39,287
Total gross tCO
2
e emissions (market based – Scope 1,2 and
business travel) 8,847 5,533 14,380 18,486 4,158 22,644 18,680 3,552 22,233
Intensity ratio: gross Scope 1 and 2 tCO
2
e (location based)
per £1m turnover 5.2 7.2 9.8 8.1 3.0 11.2 8.1 2.9 11.0
Intensity ratio: gross Scope 1 and 2 tCO
2
e (location based)
per headcount 0.50 0.73 0.59 0.56 0.21 0.77 0.77 0.48 0.66
Methodology: carbon emissions have been calculated following the GHG protocol using the operational control approach. Estimated energy figures have been used for buildings where direct meter data is not available, using Cibse guide F benchmarks
(or previous years’ consumption outside UK if available). Any fuel figures provided in litres have been converted into kWh or tCO
2
e using gov.uk and Defra conversion tables. Mileage provided has been converted into tCO
2
e using Defra conversions for
the relevant engine size and fuel type. kWh figures for air, rail, taxi and other public transport have been omitted as not practical to convert from passenger km or passenger fares but CO
2
e emissions have been calculated using Defra conversion factors.
Scope 1, Scope 2 and Scope 3 business travel are verified to ISAE 3000 by SLR Consulting in each year.
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Annual GHG emissions
2024 2023 2022 2021
Scope 1 (tCO
2
e) 5,150* 12,247* 12,049* 15,021*
Scope 2 (tCO
2
e) (location-based) 16,010* 21,365* 21,137* 24,088*
Scope 2 (tCO
2
e) (market-based) 4,076* 3,553* 4,083* 10,328*
Scope 3 (tCO
2
e) (business travel and waste) 5,163* 6,844* 6,101* 4,500*
Total gross tonnes of CO
2
e (location-based) 26,323 40,456 39,287 43,609
Total gross tonnes of CO
2
e (market-based) 14,389 22,644 22,233 29,848
Total gross tonnes of CO
2
e/£1m revenue (location-based) 10.9 13.5 13.03 13.70
Total gross tonnes of CO
2
e/headcount (location-based) 0.76 0.92 0.79 0.73
Methodology
We measure our environmental performance by reporting our global carbon footprint annually in terms
of tonnes CO
2
equivalent (tCO
2
e), an absolute measure, tonnes CO
2
equivalent per £1m revenue and
per person (intensity measures). The data relates to Capita’s owned and leased facilities and business
travel under its operational control across all geographies. We report separately on our direct
emissions from Capita controlled and owned sources (Scope 1), indirect emissions from consumption
of electricity, heat or steam (Scope 2), and emissions from third parties (Scope 3). This ensures
our compliance with Part 7 of The Companies Act 2006 (Strategic Report and Director’s Report)
Regulations 2013 which requires certain disclosures in respect of GHG emissions (the Strategic
Report GHG Emission disclosures).
We engaged an external agency, SLR Consulting Ltd, to provide independent limited assurance over
the selected GHG emissions data (highlighted in the table opposite with an *) using the assurance
standards ISAE 3000 and 3410. SLR Consulting Ltd has issued an unqualified opinion over the
selected data; its full assurance statement is available at www.capita.com/responsible-business/
resources-and-reports.
Our disclosures cover sources of our GHG emissions from our operations in the UK, Ireland, Central
Europe (Germany, Switzerland, Poland and Bulgaria), India and South Africa. Capita converts the
consumption data into a carbon footprint with consideration for the World Business Council for
Sustainable Development and World Resources Institute’s Greenhouse Gas Protocol, together
with the latest emissions factors from the UK Department for Environment, Food and Rural Affairs,
Association of Issuing Bodies and International Energy Agency.
Table of progress against SBTi verified short-term targets
2024 actual 2024 target
2030 SBTi
short-term
target
Scope 1 (tCO
2
e) 5,150 11,206 10,201
Scope 2 (tCO
2
e) (market-based) 4,076 16,341 14,876
Scope 3 (tCO
2
e) (business travel and waste) 5,163 22,153 16,540
Progress against SBTi verified short-term engagement target
2024
actual
2024
target
2025
target
Scope 3 supply chain spend covered by science-based targets % 58% 42% 50%
Other metrics 2024 2023 2022
100% renewable power progress (as % of total power) 89% 90% 85%
Transition from internal combustion to low emission vehicles:
Diesel 12% 43% 47%
Hybrid electric 65% 52% 48%
Pure electric 23% 4% 4%
Average CO
2
e
Fleet vehicle energy source 69g/km 96g/km 96g/km
Notes:
Total gross tonnes of CO
2
e/£1m revenue (location-based) has been calculated using reported revenue.
Scope 1: emissions from Capita sources that are controlled by us, including the combustion of fuel, company-owned
vehicles and the operation of our facilities.
Scope 2: emissions from the consumption of purchased electricity, heat or steam.
Scope 3: emissions from non-owned sources related to Capita’s activities, including business travel and waste.
Emissions data above covered by limited external assurance to ISAE 3000
Responsible business >> Our planet continued
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Responsible business >> TCFD
TCFD
TCFD statement of compliance
Capita has been disclosing against the TCFD recommendations since 2021. Our 2024 TCFD
statement provides our approach to climate related risks and opportunities, the potential
impact on our business and the actions we are taking to respond.
How our approach to TCFD has evolved:
2021
We worked with climate experts SLR Consulting to identify and assess a range of climate
risk and opportunities and their potential impacts. Our internal team scored the risk and
opportunities across climate scenarios and time horizons.
2022
We selected five key risks for quantification and identified a range of associated risks,
opportunities and impact, including potential future financial impacts. These were:
1. Water stress vulnerability (see case study 1 on page 64)
2. Carbon pricing costs exposure
3. Supply chain pass through costs exposure
4. Energy pricing exposure
5. Carbon credit pricing vulnerability
2023
We took a deep dive into a key transitional risk with a specific focus on increasing climate
requirements in bids (see case study 2 on page 64)
2024
We took a deep dive into a key physical risk, focusing on the risk of flooding due to extreme
weather conditions (see case study 3 on page 65)
Plans for 2025
In 2025 we plan to become more mature in our understanding of the financial impacts of the
risks and opportunities we have identified and will work with third party expertise to do this.
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Assessment of Capita’s disclosure against the TCFD recommendations
TCFD recommendations
Governance Capita’s progress Page number
a. Describe the Board’s oversight of climate related risks and
opportunities
Consistent
61
b. Describe management’s role in assessing and managing
climate related risks and opportunities
Consistent
61
Strategy Capita’s progress Page number
a. Describe the climate related risks and opportunities the
organisation has identified over the short, medium and long term
Consistent 63
b. Describe the impact of climate related risks and opportunities
on the organisation’s business, strategy and financial planning
Partially Consistent
Over the past few years Capita has completed qualitative and quantitative climate scenario analysis, and integrated
climate change across risk management processes as part of ESG principal risk. However, the analysis has not yet
been embedded into financial and strategic planning. We will identify how this will be done as part of our low carbon
transition plan, which is expected to be published in 2025. The plan will outline our strategic approach to achieving
net zero, aligning with global efforts to combat climate change.
63
c. Describe the resilience of the organisation’s strategy, taking into
consideration different climate related scenarios, including a
2 degrees C scenario or lower
Consistent 65
Risk management Capita’s progress Page number
a. Describe the organisation’s processes for identifying and
assessing climate related risk
Consistent 66
b. Describe the organisation’s processes for managing climate
related risks
Consistent 66
c. Describe how processes for identifying, assessing and managing
climate related risks are integrated into the organisation’s overall
risk management
Consistent 66
Metrics and targets Capita’s progress Page number
a. Describe the metrics used by the organisation to assess climate
related risks and opportunities in line with its strategy and risk
management process
Partially Consistent
As Capita is in the early stages of disclosing climate related financial information, we are working on our internal
processes to determine potential financial impacts and the amount and extent of assets or business activities that
are vulnerable to transition risks.
67
b. Disclose Scope 1, Scope 2 and if appropriate Scope 3
Greenhouse Gas (GHG) emissions, and the related risks
Consistent 67
c. Describe the targets used by the organisation to manage climate
related risks and opportunities and performance against targets
Consistent 67
Responsible business >> TCFD continued
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Responsibility: promoting long-term sustainable success, generating value for shareholders and contributing to wider society. The Board provides direction to the Executive Team by setting
the organisation’s risk appetite and overseeing the principal risks facing the organisation, including responsible business risk which incorporates climate change.
2024 actions: climate issues are raised to the Board on an ad-hoc basis as they arise resulting in multiple discussions throughout the year. Examples include the sign-off scope of work to
develop a climate transition plan at Capita in response to guidance from the UK Transition Plan Taskforce.
Responsibility: accountable for implementing and operating effective governance, risk management and internal controls. This includes monitoring performance in line with climate change
targets and objectives.
2024 actions: The Executive Team meet monthly, and actions have included nomination of key roles throughout the business to form a Net Zero Representative working group with the objective
of developing Capita’s first low carbon transition plan.
Responsibility: sets remuneration policy and principles
for remuneration of the Executive Directors and members
of the Executive Team. Met four times in 2024. Responsible
business targets, including climate change, may be included
as a metric in incentive plans if appropriate.
Capita Board
Responsibility: assists in overseeing risk systems.
2024 actions: review and approve the 2024 TCFD
disclosure on an annual basis. Half-yearly review of risks
and controls.
Audit and Risk Committee Remuneration Committee
Responsibility: strategic oversight and accountability
for climate-related issues, chaired by Nneka Abulokwe,
Independent Non-Executive Director.
2024 actions: the RB Committee meet four times during
the year. Actions included the approval of a revision to
Capita’s net zero targets.
RB Committee
BoardBoard CommitteesExecutive
Capita recognises that climate change and wider environmental emergencies present significant risks to society and the planet. Therefore, dedicated roles and
responsibilities have been defined in line with Capita’s risk management process.
The Board has ultimate accountability for these risks and their management, with delegated responsibilities to both Board committees and the Executive Team,
cascading to management for day-to-day oversight.
Climate-related responsibilities and decision making governance structure
Governance
• Chief Executive Officer: overall executive accountability for climate related risks and
opportunities and ensuring that climate issues are appropriately considered at Board
and Executive Team level.
• Business Leaders: adopt Group-wide risk policies, identify climate-related risks for their
division. Accountable for risk management, governance and control, quarterly reporting
to the Executive Team.
• Chief General Counsel and Company Secretary: reporting directly to the CEO, accountable
for development of Capita’s net zero strategy and ultimate reporting line for Group
Environmental Team.
• Chief People Officer: ownership of the responsible business principal risk, who
includes Climate Change, working closely with the Group’s Risk and Compliance
and Environmental functions.
• Net Zero Representatives: roles nominated by the Executive Team which are responsible
for the creation of Capita’s first low carbon transition plan.
• Management positions are responsible for providing regular updates to the Executive Team.
• Procurement supports the review and measurement of emissions and engagement with
key suppliers.
• Finance supports the quantification and reporting of risks and opportunities as part of
Capita’s climate risk and opportunity assessment.
2024 actions:
• Identification of key stakeholders and planning for Capita’s first low carbon transition plan.
• Responsible business monthly update meetings commenced and have identified areas where
business representatives can work together to tackle climate change risks and opportunities.
• Disclosure made through CDP.
Management positions with key responsibilities
Divisional & Group
management
Executive Team
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Strategy
Both climate related risks and responsibilities
have the potential to impact our business.
By using the steps recommended by TCFD
we aim to maximise the positive impacts
and minimise the negative impacts.
Capita worked with third party experts SLR
Consulting to use climate scenario analysis to
identify, assess, and prioritise climate risks and
opportunities, through a series of workshops.
This forward-looking assessment strengthens the
Group’s understanding of the possible impacts
across different climate scenario outcomes to
inform the overall business strategy, build
resilience and mitigate climate risk impacts.
Capita is continually evolving its approach to
climate risk and opportunity assessment to
increase depth and coverage over time, and
better align with the business’ strategic priorities.
Time horizons
Our climate assessment considers potential
impacts across short-term (0 – 3 years), medium-
term (4 – 9 years), and long-term (10+ years) time
horizons to reflect the longer-term impacts of
climate change. The time frames that have
been selected align with those used in our
risk management processes.
Climate scenarios
Across the phases of climate scenario analysis, Capita has referenced a range of different climate scenario sources dependent on the suitability for
analysing selected risks (scenario sources/are referenced in the table below). Broadly the Group has referenced scenarios under three categories shown
in the following table: orderly transition, disorderly transition, and hot house world. These scenarios were selected to explore the potential worst-case
impacts of transition and physical risks.
Scenario category Orderly transition Disorderly transition Hot house world
Storyline
Ambitious early action increases risks
associated with low carbon transition
but limits the effects of global warming.
Delayed, or late and sudden action
resulting in transition related shocks to
society alongside higher impacts from
physical risks.
Limited action results in significant
warming, and more severe impacts
from physical risks.
Temperature
outcome
1.4 – 1.6°C 1.4 – 1.6°C 2.6 – 4°C+
Scenario
source/model
NGFS’s Orderly Transition including
net zero 2050 & Below 2°C.
IEA Net-Zero 2050
NGFS’s Disorderly Transition including
Delayed Transition & Divergent Net Zero
NGFS’s Hot House World scenario
including Current Policies & NDCs.
RCP 8.5
Climate risks and opportunities
The identification and assessment methodologies for each phase of analysis are described in more detail in the risk management section on page 66.
The consolidated list of risks and opportunities relevant to our business is disclosed on the following page. Over the years our continued assessments
have broadened our perspectives on the risks and opportunities that could impact Capita. To simplify the list of risks and opportunities identified, we have
categorised the risks and opportunities into four groups. The following table lists the categories and associated risks, providing more detail on the drivers
and potential impacts to the business, including how we are or plan to respond. The four categories include:
• Market shift for low-carbon solutions: increase in demand for low-carbon solutions which could take a larger market share.
• Net zero transition: investment required to align with the transition and mitigate risk across the value chain.
• Stakeholder expectation for climate action: mandates and requests for climate action and disclosure to align with ambitious goals.
• Physical risk: increasing impact from extreme weather events across the value chain.
Responsible business >> TCFD continued
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Climate risks and opportunities table
Transition risks and opportunities
Potential financial business implications Possible impacts
Summary of climate scenario
analysis and expected time
horizons Mitigation actions
Market shift for low-carbon solutions and lack of
skills required to respond.
• Increasing requests and demands for
low-carbon products and services which are
beyond typical services currently provided
by Capita.
• Loss of revenue and market share if Capita is
not able to capture low-carbon opportunities.
• Investment required to develop strategic
capabilities and upskilling of workforce.
• Loss of profit margins if Capita must outsource
elements of service delivery for low-carbon
solutions where we do not have capabilities.
Capita is already seeing an
increased demand for low-
carbon solutions. We expect this
trend to increase in an orderly
scenario in the short-term as
solutions are required to meet
transition goals.
• Build strategic focus on growing service offerings of consulting and technical
low-carbon solutions.
• Raise awareness and capabilities across Capita to respond more quickly and
easily to increasing demand. Opportunity: to grow our low-carbon offerings
and access new markets to raise revenues.
Net zero transition increases capex requirements
for decarbonisation as well as higher opex related
to carbon generating activities.
• Major investment may be required to
decarbonise business operations, eg through
upgrading boilers.
• Internal resources required to manage and
mitigate climate impacts.
• Introduction and expansion of carbon pricing
mechanisms to increase the cost of carbon and
incentivise the shift to low-carbon operations.
• High upfront investment costs required to
decarbonise operations across the value chain.
• Resource required to support value chain
engagement to drive climate action across
the value chain.
• Increased direct costs associated with
carbon taxation.
• Increased indirect costs associated with energy
procurement or passed through from suppliers.
Capita is committed to
achieving net zero by 2045,
which minimises its exposure to
transition risks. Without effective
controls, this risk would be most
prevalent in an orderly and
disorderly scenario where
climate policy is most advanced
and would be expected to
increase over time.
• Assess viability and prioritisation of decarbonisation measures eg energy
efficiency, fuel switching, and renewable energy to reduce emissions which
can offer cost savings and minimise exposure to higher transition costs.
• Continue use of Capita’s sustainability procurement plan to work with
suppliers which are less carbon-intensive and aligned with the Group’s
decarbonisation goals.
• Increase flexibility of property portfolio to enable more agile response to changing
energy and transition demands. Opportunity: Capita is planning to minimise its
exposure to transition risks through continued action against its net zero target eg
energy efficiency measures, and by developing a comprehensive transition plan to
consolidate these actions.
Stakeholder expectations for climate action
could result in reputational damage and financial
implications if seen to be insufficiently responding
to climate action or reporting requirements.
• Increasing customer demand to meet
climate-related requirements in bids.
• Legislation and compliance requirements
covering a range of environmental issues.
• Increasing stakeholder concern around the
sufficiency of sustainability action.
Increased exposure to financial penalties, additional
costs, or exclusion from business activity if not
meeting customer or jurisdictional requirements.
• Potential loss of opportunities if unable to
respond effectively to climate-related
bid requirements.
• Loss of market share if competitors gain
competitive advantage from more ambitious
climate action.
• Risk of losing top talent and investment if
not seen to be taking sufficient action.
Capita is already responding
to mandatory and voluntary
climate reporting frameworks
to promote transparency
for interested stakeholders.
Stakeholders are already
expressing high expectations,
which are expected to increase
significantly in an orderly
scenario over time.
• Raise awareness and continue to strengthen environmental credentials to
better respond to customer requests and align with the best practice of
reporting mandates.
• Continual monitoring, with defined accountability for net zero achievement
cascaded through the business.
Opportunity: to differentiate its technical solutions by better embedding climate
(and other ESG issues) into bid responses.
Physical risk
Physical climate risk results in disruption across
the value chain.
• Operational disruption of owned, leased and
supplier assets if impacted by climate events,
which are likely to increase in frequency
and severity.
• Increased frequency and cost of building
repairs, and/or adaptation measures.
• Increased cost of cooling data centres, due
to warmer temperatures and water scarcity.
• Increased response costs to respond to
issues like power outages, water sanitation
etc, which are affected by climate impacts
on local infrastructure.
Capita has not experienced
significant disruption to date.
This risk is expected to manifest
over long-term time horizons
and will be most significant in
a hot house world scenario
where the temperature rise
will be much higher.
• Capita’s flexible property and delivery strategy means we are agile and can
minimise overall disruption if a site is temporarily impacted. These response
options are outlined as part of our business continuity plans.
• Conduct in-depth risk assessments to understand the vulnerability to different
climate variables so controls are effective.
• Assess multiple physical climate hazards at key sites to strengthen understanding
and response to physical risks.
Opportunity: by carrying out an expanded assessment of physical hazards, Capita
can limit its exposure to potential future costs linked with physical climate events.
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Climate risks and opportunities table continued
In the process of our climate risk and opportunity assessment and scenario analysis, where we identified a need to understand the potential impact on the business, we conducted analysis to explore this in
more depth. The following case studies provide examples of our analysis focused on exploring the impacts from water stress, climate-related criteria in bids and flooding.
Responsible business >> TCFD continued
Case study 1: key physical risk (2022) Case study 2: key transition risk (2023)
Water stress at key operational sites causes disruption to operations and higher costs for water
supply and treatment.
What is the risk and the potential impacts?
• Capita recognises that with continued global warming, increasing water stress (where supply
does not meet demand) is expected to drive competition for available supply among
consumers and higher prices.
• We assessed the potential impact of water stress across 10 regions including 20 key sites
(office, residential, data centres and call centres). The two regions that scored the highest
impact rating were South Africa and India, covering several of Capita’s critical operational
sites. Moderate impact was identified across Germany, USA, UAE and Poland.
• The main impacts identified include power outages from water stress causing disruption
to business activities, as well as increased costs for water sanitation and hygiene facility
maintenance driven by increased cost and volatility of water supply.
What is the business doing to address the identified risk?
Capita is exploring possible mitigation actions in South Africa and India that include short-term
lease agreements and employing work-from-home contracts to allow flexibility to maintain
business activities.
Future-facing ability to respond effectively to climate-related bid requirements.
What is the risk and the potential impacts?
• Capita’s bid process for new service contracts is increasingly subject to environmental and
specifically, climate-related requirements as part of the scoring process determining bid
success. This applies both to public and private sector bids.
• In future, given the fast-changing nature of these requirements and anticipated increases in
score weighting for these across both the public and private sector, Capita is at risk of falling
behind and losing future business opportunities if it does not adequately prepare to respond.
What is the business doing to address the identified risk?
Capita is engaging across the business to raise awareness of the potential for losing bids if
climate related criteria are not sufficiently addressed. In doing so it has identified measures to
mitigate the risk and instead transform this into an opportunity for Capita to differentiate itself
among competitors and contribute to positive climate impacts through its services.
The focus areas for risk mitigation include continuing action on environmental performance,
strengthening bid governance including the contract review process, and building climate
related capabilities and skills for those involved in the contract delivery lifecycle.
Overall
water stress
vulnerability
scores per
each region
Significant impact
Major impact
Moderate impact
Minor impact
No immediate impact
Factors used to quantify scale of potential financial impact from risk
Proportion of
bids subject to
climate-related
requirements
Proportion of
climate-related
criteria
ineffectively
responded to
Likelihood that
bid is won/lost
based on
climate-related
criteria
Scale of future
opportunities
at risk of loss
if Capita does
not effectively
mitigate
this risk
1 2 3
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Case study 3: key physical risk (2024)
Adverse weather conditions causing flooding at operational sites.
What is the risk and the potential impacts?
• Climate change is leading to more frequent and severe flooding events. Rising sea levels and
extreme weather patterns contribute to this increased risk.
• We assessed the risk of flooding across our property portfolio. We identified 11 sites at risk of
flooding across different climate scenarios.
• All sites were UK based, and this is likely to be a longer-term risk.
• Impacts of flooding at our properties could include physical damage to buildings
and equipment.
• Flooding can disrupt business operations by damaging infrastructure, causing power
outages, and making transportation routes impassable. This can lead to downtime and
loss of productivity. Costs are associated with physical damage, operational disruption,
and supply chain interruptions. Additionally, Capita may face increased insurance premiums
and difficulty obtaining coverage.
What is the business doing to address the identified risk?
Capita has business continuity planning that includes short-term lease agreements and
employing work-from-home contracts to allow flexibility to maintain business activities.
Resilience and transition plan
In the near term, transition risks are deemed to
be more material to the business than physical
risks. While our decarbonisation action plan
reduces our exposure to transition risks
associated with energy and carbon costs, we are
still sensitive to changes in customer behaviour
and markets. As such, our engagement strategy
with stakeholders across the value chain is
important in ensuring we are proactive in
minimising the risk and seizing opportunities
that align with a net zero transition.
Our climate scenario analysis using hot house
world-related scenarios demonstrates how the
impacts on our business from physical climate
change could increase over time. As such, we
plan to conduct further analysis of the impacts
from a wider range of physical climate variables
across our portfolio and supply chain in
the future.
Capita has updated its target to become fully
net zero by 2045 and is working to validate
this target with the SBTi. Further details on our
targets can be found on our climate change hub
webpage: https://www.capita.com/about-capita/
climate-change-hub.
Risk management
Understanding the physical and transitional
climate-related risks and opportunities relevant
to our business means we are better able to
identify and respond to the most exposed
areas of our business.
Climate change is fully integrated into our risk
management system and has been categorised
as part of Capita’s responsible business principal
risk. As part of the responsible business principal
risk, climate change risk is subject to oversight
and half yearly review by the Board’s Audit and
Risk Committee, and ownership is assigned to
the Chief People Officer (see page 61 for full
climate risk and opportunity governance structure).
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Responsible business >> TCFD continued
Risk identification and assessment process
In 2021, to ensure the nuances of climate
issues are accounted for and understood by the
business, Capita held several internal interviews
to understand how risks and opportunities
manifest for different divisions and functions.
Teams engaged included: Procurement;
Business Growth & Continuity; Risk
Management; Responsible Business; and
Financial Planning. Each team has identified
relevant climate-related risks and opportunities
for their function. A longlist of risks and
opportunities relevant to the Group was
developed, cross-referenced against a peer
review and TCFD resources, and was qualitatively
analysed in 2021. The analysis provided Capita
with an understanding of which climate issues
were most significant to the business.
In 2022, we selected five climate risks to model
quantitative potential future financial impact.
These risks were selected based on their
perceived significance, as well as the feasibility
of quantification given data or methodology
limitations. The financial implications were derived
by extracting financial indicators from climate
scenario sources and overlaying this with our
business data eg applying a carbon price to
our emissions profile. The risks quantitatively
assessed included water stress under the
physical climate risk category, and net zero
transition carbon pricing under the category
supply chain pass-through cost and carbon
credit pricing. The assessment results specific
to these risk drivers can be found on pages 51
and 52 of the 2022 Annual Report.
In 2023, we prioritised one key transition risk
associated with growing stakeholder pressure for
climate action, specifically exploring the potential
financial impacts of insufficient responses to
fast-changing climate requirements in bids. The
purpose of this was to develop understanding of
the potential future implications and to engage
the business on the matter, the outcomes are
disclosed on page 54 of the 2023 Annual Report.
We developed an internal quantification tool
which models the potential financial impacts of
lost opportunities under hypothetical scenarios,
which is being used to engage relevant divisional
teams around our response to this risk and
associated opportunity. Capita will adopt a
similar approach for the continued analysis of
risks and opportunities where it is recognised
that there is a lack of business awareness or
a significant opportunity.
In 2024 we focused on a key physical risk and
used Climate Central’s sea level rise and coastal
flood maps as a screening tool to identify places
that may require deeper investigation of risk.
We mapped the risk of flooding using the
previously mentioned climate scenarios for
our whole property portfolio and reflected threat
from permanent future sea level rise. Results,
implications and mitigation actions can be
found on page 65.
Risk controls
As with all Group-wide risks, the scoring process
applied to climate change within the responsible
business principal risk identifies key controls to
reduce the risk level from inherent to residual.
Risk reduction actions are developed to achieve
the risk target, which is set using the risk appetite
defined by the Board.
Current climate risk controls include adopting
science-based emission reduction targets;
monitoring supply chain emissions; climate
factors integrated into due diligence when
onboarding new suppliers; business continuity
planning to ensure climate resilience; a travel
policy to reduce business travel; and ongoing
monitoring of environment legislation.
These controls and their effectiveness
are reviewed regularly.
Risk integration approach
The results of the risk identification and
assessment process are integrated into Capita’s
Group-wide risk management framework.
More information can be found on page 68.
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Metrics and targets
Climate-related metrics
The business is committed to developing
cross-industry, climate-related metrics in
accordance with the 2021 TCFD implementation
guidance update. Capita’s metrics link to risks
and opportunities categorised as market shift to
low carbon solutions and net zero in the climate
risks and opportunities table above. See the
annual GHG emissions table in the Planet
section for the movement in metrics and
progress against targets.
• Scope 1 to 3 emissions: we measure and
disclose our operational (Scope 1 and 2)
and business travel (Scope 3) GHG emissions
annually, see page 58, and our full value chain
emissions via CDP’s climate questionnaire
in accordance with the GHG Protocol’s
methodology.
• Exposure to climate-related risks: the climate
scenario analysis conducted under strategy
informs the significance of potential exposure
to climate impacts over time and different
climate scenarios.
Other climate-related indicators monitored:
• % of supply chain spend with suppliers who
have science-based GHG reduction targets,
helping track supply chain emissions and
attainment of SBTs.
• Proportion of renewable electricity, tracking
our fossil fuels phase-out and adoption of
new energy sources.
• Emissions associated with business travel,
contributing to the attainment of climate
targets.
• Carbon intensity of business by turnover and
headcount.
Climate-related targets:
Capita has set a range of ambitious targets to
reduce the company’s impact on global warming,
and its exposure to climate-related risks. Capita
has updated its target to reach net zero by 2045
and is working with the SBTi to have this verified.
A description of our performance over the past
three years can be found on page 54.
• Near-term targets: Capita commits to reduce
absolute Scope 1 and 2 GHG emissions and
absolute Scope 3 GHG emissions covering
business travel 46% by 2030 from a 2019
base year. Capita also commits that 50% of
its suppliers by spend covering purchased
goods and services and capital goods will
have science-based targets by 2025.
• Long-term net zero target: Capita commits
to reduce absolute Scope 1 and 2 GHG
emissions, and absolute Scope 3 GHG
emissions covering purchased goods and
services, capital goods, business travel and
employee commuting by 90% by 2045 from
the base year of 2019, and neutralise any
remaining hard-to-abate emissions using
robust carbon removals.
• Capita’s plan to achieve these targets across
our global operation is addressed under ‘Steps
to 2045 – Low Carbon Transition Planning’,
see page 55.
“Capita is committed to
achieving net zero by 2045,
demonstrating our dedication
to sustainability and climate
action. Our proactive approach
to climate-related risks and
opportunities ensures
we remain resilient and
forward-thinking, aligning
with global efforts to combat
climate change.”
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We manage risks proactively
Capita faces various risks which, if they were to
materialise, could adversely affect our financial
performance, reputation, or operational resilience.
Effective risk management and internal controls
are essential to safeguarding shareholder value,
serving our clients and customers effectively, and
achieving our strategic objectives, including our
preparedness to explore potential growth
opportunities.
Risk governance and oversight
The Board is ultimately accountable for providing
strategic governance and stewardship of the
company and is committed to the continuous
improvement of our governance frameworks
and risk management processes.
The Audit and Risk Committee (the ARC), which
holds delegated responsibility from the Board for
reviewing and assessing the risk management
and internal control systems, is tasked with
overseeing Capita’s principal risk profile and
ensuring that management has developed
effective risk response strategies. Throughout
2024, the ARC continued to review and brief the
Board on the Group’s system of risk management
and internal controls, as well as the effectiveness
of procedures for internal control over financial
reporting, compliance, and operational matters.
The executive risk and ethics committee (the
EREC) is responsible for identifying, assessing,
overseeing and challenging principal risks across
all Capita’s unregulated businesses and providing
regular updates to the ARC. Capita recognises
the importance of its financial services businesses
and the need for specific oversight, to manage
and mitigate regulatory risks associated within
those businesses. This oversight is provided by
the financial regulated entities oversight committee
(the FREOC). The FREOC is chaired by an
independent non-executive director, supported
by specialist risk and compliance professionals,
providing regular updates to the ARC.
Our Group risk management policy and standard
set out Capita’s commitment to risk management
and is mandated to all parts of Capita. The
standard describes the five-stage approach for
the management of risks on a day-to-day basis,
providing business leaders with a consistent
process for the risks that they are accountable
for. On a day-to-day basis, divisional and
functional leaders, senior leadership and
business unit teams identify, manage and
monitor risks that they are accountable for in
adherence with the group risk management
policy. We continuously seek opportunities to
enhance our risk management and internal
control environment and introduce greater
rigour and standardisation in our risk
processes and controls.
Capita recognises that risk cannot be fully
eliminated and that there are certain risks
the Board and/or business leaders will accept
when pursuing strategic business opportunities.
However, these risk acceptance decisions are
made at an appropriate authority level and
reflect the organisation’s defined risk appetite.
Internal controls
In 2023 Capita initiated an internal controls
improvement programme to document
key business processes and controls. This
improvement programme continued throughout
2024 under the oversight of the ARC. This
programme will continue through 2025 and
2026 to enhance and standardise the
company’s internal control framework and ensure
compliance with new UK Corporate Governance
Code and the disclosure requirements issued
by the Financial Reporting Council. The Group
Internal Audit function will provide assurance
over control design and operating effectiveness
as part of its 2025 and 2026 annual audit plans.
The Board and the ARC acknowledge the work
required to fully embed robust internal control
and risk assessment frameworks.
Minimum control standards
Minimum control standards are the self-
assessment of financial controls undertaken
by the finance function to identify areas where
control improvements are required. Any material
issues are dealt with through mitigating activities
to ensure the effectiveness of the existing
controls over financial reporting. During 2024,
the finance function continued to enhance the
self-assessment process across the whole
organisation to obtain assurance over the
operation of key financial controls. Specific
improvements included ensuring the scope of
the minimum control standards aligns with the
latest documentation of key risks and controls
over financial reporting and incorporating more
robust evidencing of control activity into the
self-assessment process. The results from
the self-assessment exercise are reported
to the ARC.
Key control questionnaire
Capita runs a key control questionnaire (KCQ)
process. The KCQ is an annual management
attestation process where business leaders
testify to the effectiveness of key controls
and adherence with group policies linked with
principal risks within their functions, divisions
or business units. The KCQ reinforces
accountability and increases business leaders’
awareness of their responsibilities in maintaining
an effective control environment. The results from
the KCQ process are used to develop control
improvement actions for the subsequent year
and reported to ARC by the CEO, in his letter
of attestation detailing control effectiveness.
The status of KCQ control improvement actions
is monitored by EREC throughout the year.
Risk management process
Our risk management framework (RMF)
consists of the risk management policy,
standard, guidance material and tools, and
mandates our approach for the management
of risks across Capita, with implementation and
execution owned by business leaders within each
of our functions, divisions and business units.
The RMF provides a consistent approach to the
identification, response, assessment, monitoring
and reporting of risks and opportunities. The RMF
also ensures that ownership and responsibilities
for managing risks and operating risk governance
committees are clearly understood across
the Group.
The risk management process is based on
risk registers and reporting at the established
risk governance committees. Key risks are
documented in registers with assigned owners,
who regularly review their risks and report on risk
status on at least a half-yearly basis at divisional
and functional risk governance committees,
EREC and ARC. The effectiveness of existing
controls is evaluated to determine whether
any further risk response actions are needed to
manage risks within the appetite levels set by the
Board. Business leaders work in collaboration
with each other to undertake a ‘top down,
Risk management and internal control
Risk management and internal control
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bottom up’ risk management approach,
supporting the flow of risk information across
all levels of Capita. A centrally coordinated risk
and assurance committee timetable ensures
the timely flow of risk information from business
units to EREC, and from EREC to the ARC.
Emerging risks
The identification of emerging risks is carried out
by functions, divisions and business units using
a bottom-up approach, and the executive from
a top-down perspective. Having been identified,
business leaders follow the five-stage approach
to ensure compliance with the risk management
framework and an effective risk response is
prepared. Regular reviews of risks, including
emerging risks, are included within Capita’s
risk governance committees. During the year,
no emerging principal risks were identified.
Our principal risk profile
Principal risks are defined as those risks that
we determine to be the most material which
can affect the performance, reputation and
operational resilience of our business. These
risks are owned and managed by a member
of the Executive Team who has accountability
for ensuring that the risk is effectively managed.
Assigning risk ownership at executive level also
ensures that an appropriate level of attention and
focus is applied in managing the principal risks.
We review our principal risk profile half-yearly
at our risk governance committees to ensure
that it remains relevant and in line with our
strategic objectives.
In 2024, an individual risk appetite was
developed for each newly defined principal risk.
The risk appetite outlines the amount of risk
Capita is willing to take for each individual risk
which must not be exceeded. The risk appetite
has a scale of averse, low, moderate and high,
which risk owners use to guide their risk
response strategies. The EREC and ARC agreed
the risk appetite which will be reviewed annually
to ensure it continues to reflect the Group’s
attitude to risk.
The Board remains confident that our existing
governance frameworks and risk management
processes will ensure that risks, including any
emerging risks, continue to be identified and
managed effectively. The Board acknowledges
the work required to fully embed a robust internal
control and risk assessment framework.
At Capita, principal risks are considered over the
same three-year period as the viability statement.
They are listed below, and for each risk we
disclose key risk drivers, mitigating actions, and
intended future mitigations to manage the risk
and improve internal controls. The risk appetite
level for each principal risk is also disclosed.
Risk governance structure and assurance lines
Independent
assurance
Board
Executive Team and
risk committees
Divisional and business
unit management
Audit and Risk
Committee (ARC)
Risk, compliance
and governance
Local risk committees
Risk
oversight
Ownership and
management
of risk
Bottom
up
Top
down
3
Third line of defence
• Internal Audit reports directly
to the Board and ARC on the
effectiveness of governance,
internal control and risk
management, through an
independent risk-based
assurance programme
• Helps safeguard the first two lines
and recommend improvements as
the risk profile adapts and changes
2
Second line of defence
• Provides the policies, framework,
tools, techniques and support to
empower risk and internal control
to be managed by the first line
• Establishes monitoring controls,
provides oversight and regularly
evaluates the effectiveness of
the first line
• Promotes consistency of the key
objectives and management of
risk across the Group
1
First line of defence
• Includes senior leadership and
employees who, as part of their
core roles, identify and manage
keyrisks
• Equipped with the necessary
skills, knowledge and tools to
operate effectively and have the
relevant authority levels to embed
the policies and procedures
across the internal controls and
risk management frameworks
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Risk
Executive
risk owner
Risk
appetite
2024
risk trend Risk trend
1. Deliver
profitable
growth
Divisional
Chief
Executive
Officers
Moderate Stable
residual
risk level
We continue to bid for new contracts and have
renewed a number of existing contracts on
appropriate commercial terms
2. Contract
performance
Divisional
Chief
Executive
Officers
Low Stable
residual
risk level
We continue to deliver services that are vital
to the success of our clients in line with
contractual commitments
3. Innovation
Chief AI &
Product
Officer
Moderate Stable
residual
risk level
We have made progress during the year
appointing a Chief AI & Product Officer, managing
existing propositions and identifying opportunities
which will create new propositions for our clients
4. People
attraction
and retention
Chief People
Officer
Low Reducing
residual
risk level
We continue to be successful in attracting the
talented people we need to succeed and have
seen a reduction in voluntary attrition (reducing
from 24.4% in December 2023 to 21.7% at the
end of December 2024)
5. Financial
stability
Chief
Financial
Officer
Low Stable
residual
risk level
Actions are being taken to improve the financial
performance of the group including the up to
£250m cost reduction programme, to exit the
closed book life and pensions business and the
application of technology to deliver overall
operating and efficiency improvement
6. Cyber
security
Chief
Technology
Officer
Averse Reducing
residual
risk level
We continue delivering on our Cyber
Transformation programme which has led to an
improvement of our cyber security posture, to
protect our systems from unauthorised access
and use
7. Environment,
social and
governance
Chief People
Officer
Low Reducing
residual
risk level
We are working towards the delivery of our net
zero transition plans to reduce our environmental
impact and supporting our clients and suppliers
to do the same. Good progress has been made
on activity relating to this risk
8. Safety and
health
Divisional
Chief
Executive
Officers
Averse Stable
residual
risk level
We continue to protect the safety and health of
all Capita’s employees, and manage our duty of
care to them, the people we work with and those
affected by our acts and omissions
9. Data
governance
and data
privacy
Chief General
Counsel
Averse Stable
residual
risk level
We continue to prioritise and invest in our
strategic Data Management programme
supervised by the Board. We have seen an
improvement in our Data Maturity Association
(DAMA) maturity score and continue to improve
our data protection practices
• Ineffective client
engagement
and/or relationship
management
• Reducing market
size due to new
technologies
• Non-competitive
cost proposition
and solutions
• Inappropriate
commercial terms
• Lack of investment in
technology solutions
to innovate and deliver
in new customer
value propositions
• Misalignment to
market requirements
Integral to our growth strategy, this risk considers
the potential impact of failure to win new bids or
renew existing contracts on appropriate commercial
terms. There is enhanced focus on leveraging
digital platforms and technology enabled solutions
to meet and enhance our value proposition.
Mitigating actions
• Market sector strategies and account plans
• Sales governance process
• Market intelligence and horizon scanning
• Transformation programmes
Future mitigation
• Acceleration of technology strategy through our
new Chief AI & Product Officer in collaboration
with hyperscalers
• Continue to strengthen customer focus
• Renewed focus on a broader range of
target deals
• Implementation of client group
engagement governance
Principal risk Key risk drivers How we manage the risk
1. Profitable growth
Attract new
clients and retain
existing clients
on appropriate
commercial terms
Executive owner:
Divisional Chief
Executive Officers
Risk management and internal control continued
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• Ineffective contract
framework/oversight
• Ineffective supplier
management and/or
due diligence
• Not having the
capacity (e.g. not
delivering at pace)
or capability to
deliver contractual
expectations
• Ineffective/slow
service mobilisation
• Absence of or poor
MI/performance data
• Aged, unstable
or unreliable
infrastructure
Clients and customers are at the heart of what we
do. Ensuring that we not only deliver services to
clients in line with contractual and legal obligations
but going above and beyond is fundamental to
our strategy in ensuring that we remain as trusted
partners to our clients. There is constant focus on
enhancing customer engagement and improved
governance of contract lifecycle management.
Mitigating actions
• Contract performance reviews
• Workforce management
• Service mobilisation
• Operational business resilience and
recovery plans
Future mitigation
• Contract monitoring and assurance
• Renegotiate selected onerous terms, service
level agreements and transformation plans
Principal risk Key risk drivers How we manage the risk
2. Contract
performance
Deliver services to
clients in line with
contractual and
legal obligations
Executive owner:
Divisional Chief
Executive Officers
• Lack of clear strategy
and ownership for
innovation-based
change
• Lack of investment
in new technology
and capability
• Non-alignment with
technology trends
and developments
• Lack of capacity
and/or skill sets to
develop, scale and sell
innovative solutions
Innovation, the pursuit of new and ground breaking
ideas, technologies and/or strategies inherently
involves venturing into uncharted territory which
may expose Capita to various risks such as the
possibility of failure, financial losses and negative
impacts on reputation and market position.
Timeliness of embracing appropriate technology
and aligning it to enhanced customer experience
and value proposition is of the essence. The advent
of AI brings challenges as well as opportunities for
greater innovation.
Capita appointed a Chief AI and Product Officer
in December 2024. This new role underscores
Capita’s commitment to its technology and digital
strategy which is a key driver of the Group’s AI
and product strategy.
Mitigating actions
• Divisional and client group strategy reviews
• Digital steering group and investment committees
• Analysis of market data and government policy
Future mitigations
• Digital transformation strategy
• Adopt a partner first approach with hyper-
scalers and relevant technology partners to
develop innovative products and services for
clients and their business.
• Architectural conformance for in-life change
• Aligning with technology trends and
client expectations
Principal risk Key risk drivers How we manage the risk
3. Innovation
Innovate and
develop new
customer value
propositions with
speed and agility
Executive owner:
Chief AI &
Product Officer
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Risk management and internal control continued
• Development
opportunities and
career progression
that do not meet
the expectations
of colleagues
• Uncompetitive
pay and benefits
• Lack of confidence
in management and
inadequate working
relationships between
managers and
employees
• External market
factors effecting the
availability of labour
• Impact of cost-out
and associated
reward/pay decisions
Following the announcements on reward and
the business’ cost-out programs we have seen
a significant planned reduction in headcount.
Through our mitigating actions, we have been
working to engage with our people and retain our
talent and have seen a reduction in voluntary
attrition across 2024.
Our people remain our business’ key asset,
and we will continue to focus on our engagement,
development and retention activity moving forward
into 2025.
During 2024, the residual risk level has reduced in
acknowledgement of progress made.
Mitigating actions
• Career path framework and succession process
• Global reward framework
• Global management and leadership academy,
performance and development process
• Monitor external labour market and trends
• Colleague performance reviews
• Employee engagement survey
Future mitigations
• Continue to roll out pay and reward framework
across all countries to ensure that they are
competitive and more transparent
• Deliver interventions from the culture programme
• Mandatory leadership and management training
• Embedding the career path framework globally
across the business
Principal risk Key risk drivers How we manage the risk
4. People attraction
and retention
Attract, develop,
engage and retain
the right talent
Executive owner:
Chief People Officer
• Inaccurate (long and
short term) forecasting,
business planning and
connected cash
flow volatility
• Unexpected breach
of debt covenants
resulting in inability to
drawdown facilities/
refinance as required
• Insufficient cash-back
profits resulting from
revenue shortfalls or
excess cost
• Inefficient cost base
• Significant unexpected
cash-consumptive
event(s)
The trading performance of the Group is outlined
in the Chief Financial Officer’s review. The Group’s
low levels of net debt, pension surplus, prudent
balance sheet management and focus on
improving free cash flow before business exits
all serve to mitigate the risk of financial instability.
Mitigating actions
• Deal approval board approves key contracts,
monitoring of major contract risks
• Internal review and challenge of business plan
and reforecasting during the year
• Scenario modelling during business planning
• Prospective monitoring of direct cash flow and
covenant compliance
• Maintenance of appropriate insurance to mitigate
some events
• Ongoing reviews of business performance and
efficiency programme
• Positive/proactive engagement (debt investors
& relationship banks)
Future mitigations
• Improve cash generation increasing the
efficiencies target from £160m of annualised
cost savings by mid-2025 to £250m by the
end of 2025
• Proactive focus of managed for value businesses
including taking further action to exit closed
book Life & Pensions where we have just one
remaining client
• Enhance the Group’s cash forecasting and
reporting processes
Principal risk Key risk drivers How we manage the risk
5. Financial stability
and resilience
Our ability to
maintain financial
resilience and
achieve financial
targets
Executive owner:
Chief Financial
Officer
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• Sub-optimal identify,
protect, detect,
respond, and recover
capability (cyber
security’s five
functions as defined
by the National
Institute of Science
and Technology)
• External threat (tech
change, legal and
regulatory including
international,
geopolitical landscape)
• People (insider
threat, capacity and
capability, training
and awareness)
• Insufficient funding to
improve and maintain
security posture
• Third party and
partners’ inadequate
cyber and information
security posture
Cyber security is a key focus for Capita and we
continuously monitor and improve our cyber
posture to ensure our systems, networks and
programs are protected from unauthorised use
and access.
During 2024, the residual risk level has reduced in
acknowledgement of progress made, supported
by our regular cyber maturity assessment scores
measured by the National Institute of Science and
Technology (NIST) assessment framework and
reviewed by an independent third party.
Mitigating actions
• Cyber security strategy and maturity
assessment framework
• Security tooling strategy is delivering an
enhanced posture to plan.
• Enhanced data loss prevention capability
and improved end-point detection and
response capabilities
• Cyber training and awareness
Future mitigations
• Deliver cyber security programme
• Deliver against our National Institute of
Standards and Technology (NIST)
improvement plan
• Continued Security Operation
Centre improvements
• Continued focus of training and awareness
Principal risk Key risk drivers How we manage the risk
6. Cyber security
Protect our
systems, networks
and programs from
unauthorised use
and access
Executive owner:
Chief Technology
Officer
• Non-compliance with
applicable regulations
and Capita policies
and standards
including but not
limited to: supplier
charter; Code of
Conduct; human
rights; environment;
anti-bribery and
corruption;
procurement; conflict
of interest; financial
crime; diversity and
inclusion; business
resilience; and incident
management
• Inadequate monitoring,
reporting and inability
to fully understand all
contractual obligations
• Changing regulatory
environment – e.g.
new ESG reporting
legislation
Capita is dedicated to being a responsible
organisation, maintaining a continuous, Group-
wide emphasis on governance to enhance
outcomes for all our stakeholders, including
employees, shareholders, clients, end-users
and communities. We are committed to achieving
net-zero emissions by 2045, minimizing our
environmental footprint, and assisting our
clients and suppliers in doing the same.
During 2024, the residual risk level has reduced
in acknowledgement of progress made.
Mitigating actions
• Annual external index ratings with EcoVadis,
Dow Jones Sustainability Index and Sustainalytics
• ESG and net zero governance process
• Supply chain onboarding and in-life management
including due diligence
• Human rights policies and procedures
Future mitigations
• Develop net zero transition plans
• Ensure compliance with non-UK
legislative requirements
• Implement responsible business principles
• Embed the onboarding supplier
charter adherence
• Develop and implement in-life supplier
compliance monitoring and management
Principal risk Key risk drivers How we manage the risk
7. Environment,
social and
governance
Comply with
regulatory and
contractual
requirements to
drive a purpose
driven organisation
with the right focus
on governance
Executive owners:
Chief People Officer
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• Immature practical
approach and lack
of ownership and
accountability
• Inadequate HSE
capability, capacity
and structure
• Inadequate incident
and near miss
reporting and analysis
• Lack of standardised
and reliable
health data
As a responsible employer we are committed to
the health, safety and wellbeing of our employees
and the people we work with.
Mitigating actions
• Framework of safety and health policies,
standards and processes including
mandatory training
• Health data collection and analysis
• Safety and Health champions across business
units alongside strategy in place across the UK
• Incident management in line with Group policies,
standards and procedures
Future mitigations
• Reconfigure reporting lines and structure of HSE
• Embed a HSE strategy aligned to the
geographical approach across our company
Principal risk Key risk drivers How we manage the risk
8. Safety and health
Protect the safety
and health of all
Capita’s employees
and manage our
duty of care to
them, the people
we work with and
those affected by
our acts and
omissions
Executive owners:
Divisional Chief
Executive Officers
• Poorly defined
data governance
framework, practices
or technology to
manage data
• Lack of awareness
within the business of
regulatory (especially
data privacy)
obligations
• Obsolete and/or
non-compliant
IT systems
• Inadequate
people training
• Ineffective data
inventory mapping
Data is the lifeblood of Capita and a strategic
asset that we will manage to improve client value
and citizens’ lives, allow risk to be managed more
effectively, elevate trust with stakeholders, increase
growth, enable business efficiency, and enable
technological innovation and digital transformation.
Mitigating actions
• Ongoing strategic maturity enhancement
programme (based on Data Maturity Association
(DAMA) framework)
• Internal governance including standards, policies
and detailed guidance
• Technology design and implementation
underpinned by clearly defined data directives
• Management information and
compliance reporting
• Data management and data privacy training
and awareness
Future mitigations
• Continued focus on embedding and improving
data privacy and data management processes,
controls and practice
Principal risk Key risk drivers How we manage the risk
9. Data governance
and data privacy
Manage our data
effectively (both
clients and Capita)
as a strategic
asset across the
organisation.
Executive owners:
Chief General
Counsel and Chief
Technology Officer
Risk management and internal control continued
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Capita plc Annual Report and Accounts
74

Viability statement
In accordance with provision 31 of the UK
Corporate Governance Code published by the
Financial Reporting Council (FRC) in July 2018,
and the FRC Guidance on Risk Management and
Business Reporting, the Board has assessed the
viability of the Group over the three-year period
to 31 December 2027.
Period of assessment
Assessing the Group’s viability over a three-year
period is aligned with the period of the Group’s
business planning process. The Board believes
that a three-year period provides sufficient clarity
to consider the Group’s prospects and facilitates
the development of a robust base case set of
financial projections against which the Group’s
viability can be assessed.
Capita’s strategic plan and priorities
As noted earlier in the strategic report, the
Group’s financial performance has not been
where it needs to be. At the Group’s Capital
Markets Day in June 2024, the Executive Team
announced forward-looking strategic priorities to
improve both operational delivery and financial
performance, alongside introducing the strategic
themes of Better Technology, Better Delivery,
Better Efficiencies and Better Company.
The Group’s value proposition needs to be
more competitive and differentiated, through
a lower cost base, automation and innovation.
Unnecessary costs are being removed to put the
Group in a position to fund its profitable growth.
In short, Better Capita means becoming more
efficient and spending less, digitising the Group’s
offerings by having more standardised and
repeatable propositions, strongly leveraging
technology partnerships, being more precise in
delivery, and evolving governance and culture.
The Group is prioritising business sectors where
Capita has strong expertise and sees material
opportunities in the future. They are Public
Service, Contact Centre and Pension Solutions.
Some areas of the Group are being managed
for value, including Regulated Services, which
primarily comprises the closed book Life &
Pensions business.
The Group’s medium-term targets, set at the
Capital Markets Day in June 2024, are as follows:
• Grow adjusted revenue at low to mid-single
digit per annum.
• Improve adjusted operating margin to between
6% and 8%.
• Deliver positive free cash flow, excluding the
impact of business exits, from the end of 2025,
with operating cash conversion of 65% to 75%.
• Maintaining net financial debt to adjusted
EBITDA (post IFRS 16) leverage ≤ 1x.
• Continued reduction in lease liabilities from
the Group’s ongoing property rationalisation.
The base case financial projections
In its assessment of the Group’s viability, the
Board has considered the following:
• Adjusted revenue reduction in 2024 of 8.0%.
• Adjusted operating margin improvement from
3.5% to 4.0% in 2024.
• Free cash outflow, before the impact of
business exits, of £122.3m, and operating
cash conversion of 38.7% in 2024
(2023: £123.6m and 42.1% respectively).
• The £140m of annualised cost savings
delivered, ahead of schedule, by 31 December
2024 from the cost reduction programme, and
the announced increase in total annualised
savings of up to £250m by the end of 2025.
• The revolving credit facility committed until
31 December 2026 (and assumed to be
renewed and/or extended as required under
the March 2025 private placement loan notes
(refer to note 6.3 of the consolidated financial
statements) for the duration of the viability
period) and the US private placement debt
with maturities over the period to 2030.
Viability statement
• Agreement with the Trustees of the Group’s
main defined benefit pension scheme that
no further deficit recovery contributions are
required from the Group in 2025 and beyond.
The foregoing elements provide the backdrop to
the Group’s three-year business plan approved
by the Board in February 2025. The main
assumptions underpinning the base case
financial projections in the business plan
are set out below:
• Adjusted revenue growth beyond 2025 broadly
in line with market trends in each of the two
core divisions.
• Operating margin expansion over the
business plan period reflecting the benefit
of operating leverage coupled with ongoing
efficiency delivery.
• Delivery of further cost savings.
• A transition to positive free cash flow from the
end of 2025.
• The cessation of pension deficit contributions
with effect from 2024.
The most material assumptions, from a viability
assessment perspective, relate to the delivery of
adjusted revenue growth, operating profit margin
expansion, and delivery of cost savings.
Capita plc Annual Report and Accounts
75
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Viability statement continued
Principal risks
The Board and the Audit and Risk Committee
monitor the principal risks facing the Group,
including those that would threaten the execution
of its strategy, financial performance, liquidity and
compliance with debt covenants. The potential
financial impacts of the principal risks crystallising
have been taken into account when modelling
sensitivities to assess the viability of the Group.
The Group’s risk review is set out on pages 69
to 74 and outlines the Group’s principal risks,
including mitigating actions and future
mitigations.
Viability scenarios
The three-year base case financial projections
were used to assess debt covenant compliance
and liquidity headroom under different scenarios.
This analysis included assessing the financial
impact of potential adverse financial impacts
from the crystallisation of the principal risks
and in line with those considered in the severe
but plausible downside case for the going
concern assessment (refer to section 1
of the consolidated financial statements).
The risks applied have not been probability
weighted but rather consider the impact should
each risk materialise by applying a ‘more likely
than not’ test.
Mitigations
These wide-ranging risks are unlikely to crystallise
simultaneously and there are mitigations under
the direct control of the Group, including
reductions or delays in capital investment, and
substantially reducing (or removing in full) bonus
and incentive payments, that can be actioned to
address a combination of risk crystallisations that
may occur under a stressed scenario. The Board
has considered these mitigations in its viability
assessment, however it acknowledges that a
sustained use of the mitigations identified above
could have an adverse impact on the Group
being able to achieve its strategic priorities.
Conclusion
Reflecting the Board’s expectations of improving
financial performance, as set out above, and its
confidence in the Group’s ability to extend its
revolving credit facility beyond its December
2026 maturity, the Board has a reasonable
expectation that the Group will be able to
continue in operation and meet its liabilities
as they fall due over the period of the
viability assessment.
The strategic report was approved by the
Board and signed on behalf of the Board:
Claire Denton, Chief General Counsel
and Company Secretary
4 March 2024
Capita plc
Registered in England and Wales
No.2081330
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76

Corporate governance
Corporate governance
78 Chairman’s report
80 Governance at a glance
82 Board members
84 Corporate governance report
90 Nomination Committee report
95 Responsible Business Committee report
99 Audit and Risk Committee report
108 Directors’ remuneration report
127 Directors’ report
Capita plc Annual Report and Accounts
77
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Chairman’s report
During the year, principal issues for the Board’s
focus included: the Company’s operational
and financial performance; the strategic review
undertaken by Adolfo Hernandez following his
appointment as CEO in January 2024, the
conclusions of which were announced at our
Capital Markets Day on 13 June 2024 together
with our related financial targets; and CFO
succession planning.
The Board has focused on the financial,
operational and organisational transformation
of the Group and implementation of its strategic
priorities to deliver sustainable free cash flow.
The Group’s technology strategy announced at
our Capital Markets Day will be organic, with low
capital intensity and principally funded through
partial investment of our cost-savings programme
and refocusing of the business towards more
profitable customer solutions. This includes
the development and adoption of our gen
AI products by clients, often partnering with
technology hyperscalers, and the monitoring
of associated risks to ensure that there is
appropriate rigour and governance.
In July 2024, and in line with the strategy
announced at the Capital Markets Day, the Board
approved the disposal of the Group’s standalone
software business, Capita One. The disposal
realised net cash proceeds of c.£180m received
in September 2024 and has strengthened the
Group’s financial position while providing funding
and optionality for our transformation journey.
The Board spent considerable time during the
year monitoring the cost reduction programme
announced in November 2023. In December
2024, based on the success of the programme
and positive results from early client adoption of
the newly launched AI and gen AI products, the
Board approved an increase in the Group’s cost
saving target from £160m to up to £250m to be
delivered by December 2025, recognising that
the Group’s 12 month voluntary attrition rate of
c.22% will contribute to these savings, reducing
the need for further redundancies.
Dear Shareholder,
On behalf of the Board, I am pleased to introduce
the Company’s corporate governance report for
the year ended 31 December 2024.
Corporate governance
This corporate governance report sets out how
the Company has complied with the 2018 UK
Corporate Governance Code. It also aims to
explain the work and activities of the Board,
and the work of its committees.
Company purpose and culture, and
Board decision making
We recognise that the Board has ultimate
responsibility for ensuring an appropriate culture
is in place across Capita to underpin how the
business behaves towards all its stakeholders.
During 2024, management engaged with our
people, at all levels across the organisation, to
design Capita’s future culture blueprint. Our goal
is to create a better Capita for all stakeholders
with the use of better technology, providing
better delivery and better efficiencies and
becoming a better company. Further actions are
being taken during 2025 to reset our company
culture, which is critical to delivering a better
Capita, with the Board and its Responsible
Business Committee receiving regular reports
and feedback on how this is being embedded
within the organisation.
We fully understand our obligations to consider
the interest of all our stakeholders when making
decisions, but we recognise that in certain
instances, including the delivery of our efficiency
savings during 2024, the interests of our differing
stakeholders may conflict, presenting challenging
decisions for the Board and senior management.
“The Board has focused on the financial,
operational and organisational transformation
of the Group and implementation of its strategic
priorities to deliver sustainable free cash flow.”
David Lowden, Chair
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Capita plc Annual Report and Accounts
78

The Board and its committees have also spent
considerable time focusing on actions being
taken by management to improve the Group’s
diversity and inclusion.
Our s172 statement, which details how the
Board considers the views of its stakeholders
and principal Board decisions during 2024, is
on pages 48 to 52.
Board succession planning and
composition
2024 has been a year of considerable change
for the Board, with the appointment of Adolfo
Hernandez as CEO on 17 January 2024,
following the decision of Jon Lewis to retire in
2023. In addition, and as detailed in my
Chairman’s statement, in May, Tim Weller
announced his intention to retire as CFO having
joined the Board in May 2021. Pablo Andres was
appointed as a director on 15 July 2024 and as
CFO on 9 August 2024 following an extensive
search led by the Nomination Committee. Pablo
has the right skillset and drive to support Adolfo
in leading the next chapter of Capita.
In October 2024, we welcomed Jack Clarke
to the Board as independent non-executive
director and chair of the Group’s Audit and Risk
Committee, succeeding Brian McArthur-Muscroft
in this position. I am pleased that Brian continues
in his role as independent non-executive director
bringing his valuable and extensive experience.
Given the above significant changes to the
Board’s composition, including a change of
both CEO and CFO, it was agreed that the
Board and its committees should undertake
an internal review during 2024 rather than a
review facilitated by a third party which had been
proposed. The Board intends to appoint a third
party during 2025 to facilitate the annual review
of the Board and its committees, details of
which will be included in the Company’s
2025 corporate governance report.
Further details of these changes are provided
in the Nomination Committee report on pages
90 to 94.
Stakeholder engagement
The Board values engagement with stakeholders.
Following her appointment in February 2024 as
the designated non-executive director for
colleague engagement, Nneka Abulokwe has
spent time visiting our colleagues in South Africa
and meeting with the chairs of the Group’s
employee network groups. In addition, she
attended the Group’s Black Employees’ Network
(BEN) Awards, together with Adolfo and Pablo
and members of our executive team and
presented the award for BEN Star which
recognises members who have lived the Capita
values.
Georgina Harvey, Remuneration Committee
chair, continues to lead two sessions per
year with colleagues to discuss pay at
Capita including executive remuneration.
In addition, as shown in a number of photos
throughout this report, the Board met with
various colleagues in Capita’s Transport for
London offices in Coventry and with members
of Transport for London management.
During the year, we had to make difficult
decisions to remain competitive in a challenging
economic climate and to continue to strengthen
and grow the business, including our decision
not to continue as a real living wage employer
in 2024. These decisions are reflected in the
Group’s employee net promoter score, which
showed a decline in the number of colleagues
who would recommend Capita as an employer
to friends and family. However, employee
engagement was at 64%, representing only a
small reduction of three-points on the prior year,
with 81% of employees stating that they can be
themselves at work.
The Board considers that engagement with
colleagues is critical to understanding issues and
embedding our culture, and further engagement
and site visits are planned by the Board and our
non-executive directors during 2025. The Board
will also closely monitor the implementation of
our company-wide culture change programme
which is a key focus for both the Board and
senior management during 2025. Our aim is to
ensure that colleagues can build fulfilling careers
at all levels of the organisation and are proud to
be part of Capita.
Details of how the Board has oversight of
stakeholders’ interests, together with examples
of how decisions taken by the Board have
impacted stakeholders during the year, are
on page 52.
Governance reforms
In January 2024, the Financial Reporting Council
(FRC) published the UK Corporate Governance
Code (2024 Code). The main changes in the
2024 Code focus on internal controls and require
boards to monitor and review all material controls
and to make a declaration on their effectiveness
in the annual report. The 2024 Code will apply
to Capita for the financial year commencing
1 January 2025 (except for provision 29 in
relation to risk management and internal controls
which is effective from 1 January 2026). The
Board and its Audit and Risk committee are
updated on the forthcoming requirements and
plans to ensure the Company is compliant with
the provisions and principles of the 2024 Code
at the appropriate time. Further information on
the Company’s actions to ensure compliance
with provision 29 are included in the report of the
Audit and Risk Committee on pages 99 to 107.
On behalf of the Board, the Responsible
Business and Audit and Risk Committees are
also monitoring the Group’s progress to comply
with the new Corporate Sustainability Reporting
Directive in 2026.
The year ahead
The Board is committed to doing things in the
right way, and during 2024 we strengthened our
governance processes to ensure that we were
prepared for the introduction of the 2024 Code
and that our approach to disclosure remains
understandable and transparent.
2025 AGM
Our AGM will be held on 28 April 2025. This
provides an opportunity for our shareholders to
meet with our directors and I hope you will be
able to attend.
Corporate governance and committee
reports
The following pages in this section consist of our
corporate governance and committee reports.
I hope that you will find these and the entire
Annual Report informative. The Board will be
pleased to receive any feedback you may have.
David Lowden, Chairman
4 March 2025
Capita plc Annual Report and Accounts
79
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Governance at a glance
Governance at a glance
The Board is collectively responsible for promoting
Capita’s long-term sustainable success, generating value
for shareholders, and contributing to wider society. To assist
in providing effective oversight and leadership, the Board has
established the following committees:
Governance highlights
During 2024 our governance framework supported our strategic delivery in a number
of ways, including:
Board approval of the strategy
announced at the Capital
Markets Day on 13 June 2024
Overseeing the Group’s
cost reduction programme,
announced in November 2023,
and, in December 2024,
approving an increase in the
Group’s cost saving target from
£160m to up to £250m to be
delivered by December 2025
Search and identification of new CFO,
Pablo Andres, to succeed Tim Weller upon
his retirement and appointment of an
Independent Non-Executive Director
Approving the remuneration policy
for executive directors proposed
to shareholders at the
2024 annual general meeting
Board focus on strategic partnerships
with hyperscalers
Board approval of the disposal of the
Group’s standalone software business,
Capita One, raising net cash proceeds
of c.£180m
Reviewing and
approving the
Supplier Charter
Reviewing and
approving
Capita’s Modern
Slavery Statement
2024
Conducting
an internal Board
and Committee
evaluation
Reviewing and
approving
Capita’s Gender
and Ethnicity Pay
Gap Report 2024
Capita Board
Group Audit and
Risk Committee
(ARC)
Nomination
Committee
(NomCo)
Remuneration
Committee
(RemCo)
Responsible
Business
Committee
(RBC)
Executive Team
The Group has an Executive Team to manage Capita’s business day to day. Further information
on our governance structure is available throughout this corporate governance report.
17 January 2024
Jon Lewis stepped
down as CEO
and a Director,
succeeded by
Adolfo Hernandez
15 July 2024
Pablo Andres was
appointed as
a Director and
CFO designate
9 August 2024
Tim Weller stepped
down as CFO and a
Director, with Pablo
Andres succeeding
him as CFO
9 October 2024
Jack Clarke was
appointed as a
Non-Executive
Director and Chair
of the Audit and
Risk Committee
Board changes during 2024
There have been no changes to Board membership from 1 January 2025 to the date of this report.
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Board skills and experience
Director
Government
contracting
Regulated
businesses
Business
process
outsourcing Consulting
Account
management
Technology and/
or digital AI/gen AI
Transformation
and strategy Cyber security Finance International Sustainability
P&L experience/
responsibility
Corporate
governance
stakeholder in
FTSE listed
environment
(exc. Capita)
David Lowden • • • • •
Adolfo Hernandez • • • • • • • • • • • •
Pablo Andres • • • • • • • •
Nneka Abulokwe • • • • • • • • • • • •
Jack Clarke • • • • • • •
Neelam Dhawan • • • • • • • • • •
Georgina Harvey • • • • • •
Brian McArthur-Muscroft • • • • • • • • • •
Board tenure
Appointed during: 2019 2020 2021 2022 2023 2024 2025
David Lowden
Georgina Harvey
Nneka Abulokwe
Jack Clarke
Neelam Dhawan
Brian McArthur-Muscroft
Board composition at 31 December 2024
There have been no changes in the composition of the Board from 31 December 2024 to 4 March 2025
2
6
3
5
Gender diversityGender representation
in senior Board positions
Ethnic diversity
1
3
Male – Chairman/CEO/CFO
Female – SID
Male (62.5%)
Female (37.5%)
White
Persons of colour
Length of tenure
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Board of Directors
David Lowden
Chairman
Appointed: January 2021 (Independent
Non-Executive Director); March 2021
(Senior Independent Director);
May 2022 (Chairman)
Independent at appointment: Yes
Key skills and experience: David is a
highly experienced non-executive director,
senior independent director and chair of UK
listed companies. He was formerly Chair of
PageGroup plc and Huntsworth plc, Senior
Independent Director at Berendsen, Chair of
the Audit and Risk Committee at William Hill,
Chair of the Audit Committee at Cable &
Wireless Worldwide plc and Chief Executive
of Taylor Nelson Sofres plc.
Other current appointments: Chairman of
Diploma plc; and Senior Independent Director
of Morgan Sindall plc.
Adolfo Hernandez
Chief Executive Officer
Appointed: January 2024
Key skills and experience: Adolfo has
c.30 years’ experience in the technology
sector, achieving an excellent record in
accelerating revenue growth driven by
digital services. Prior to joining Capita, Adolfo
was Vice President of Amazon Web Services
Global Telecommunications which is focused
on enabling digital transformation to the cloud
for customers across the globe. Former
positions include: CEO of SDL plc (now part
of RWS Group); and CEO of Acision (now
part of Mavenir) and various global leadership
roles at Alcatel-Lucent, Sun Microsystems
and IBM. In 2020, Adolfo was named Tech
CEO of the Year at the UK Tech Awards.
Board responsibilities: Managing and
developing Capita’s business to achieve
the Company’s strategic objectives.
External appointments: None.
Pablo Andres
Chief Financial Officer
Appointed: Appointed as a Director on
15 July 2024, and as Chief Financial Officer
on 9 August 2024.
Key skills and experience: Before joining
Capita, Pablo was Group CFO of Ventient
Energy, a pan-European renewable energy
company. Prior to Ventient, Pablo was Group
Financial Controller of G4S plc from 2013-2020
and CFO of London Stansted Airport from 2011
to 2013. He has also held senior finance roles at
BAA airports and Ferrovial Group. He trained at
Arthur Andersen/Deloitte in Spain between 1996
and 2005.
Board responsibilities: Overall control and
responsibility for all financial aspects of the
business’s strategy.
External appointments: Pablo is currently
a Non-Executive Director, Chair of the Audit
and Risk Committee and Chair of the Treasury
Committee of the GreenSquareAccord Group.
Georgina Harvey
Senior Independent Director
Appointed: October 2019
(Non-Executive Director); July 2022
(Senior Independent Director)
Key skills and experience: Georgina
has significant experience across highly
competitive consumer-facing markets and of
delivering successful transformational change.
Prior to her non-executive roles, Georgina
was Managing Director of Regionals and a
member of the Executive Committee of Trinity
Mirror plc from 2005 to 2012. Georgina has
previously served as a Non-Executive Director
on the Boards of Superdry plc, McColl’s
Retail Group plc, Big Yellow Group plc, and
William Hill – all as Chair of the Remuneration
Committee. Georgina was a Non-Executive
Director and Chair of the Remuneration
Committee of Britvic plc from January 2024
until 16 January 2025, when she resigned
following the completion of the takeover of
Britvic by Calsberg A/S.
Other current appointments: Georgina
is currently a non-Executive Director of
M&C Saatchi Plc.
Key to committees
Audit and Risk
A
Nomination
N
Remuneration
R
Committee chairResponsible Business
RB
N NR RB R RBN
Chairman Executive Directors
Independent Non-Executive Directors
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Jack Clarke
Appointed: October 2024
Key skills and experience: Jack has
extensive experience of contracting businesses.
Jack retired as a director and Chief Financial
Officer of Essentra plc, a FTSE-250 global
manufacturer and provider of essential
components and solutions on 31 December
2024. Prior to this he was the Group Finance
and Executive Director of Marshalls plc from
October 2014 to April 2021. Jack served as the
Strategy Director and then CFO of AMEC (E&I)
between January 2010 and September 2014.
Jack is a qualified accountant, having qualified
with KPMG and has a diploma in treasury
management. He has a Bachelor in Economics
and Management Studies (Honours) and
Master of Science (Civil Engineering) from
Leeds University.
Other current appointments: None.
Neelam Dhawan
Appointed: March 2021
Key skills and experience: Neelam has c.40
years’ leadership experience in the IT industry,
where she held senior positions in Hewlett-
Packard, Microsoft, Compaq and IBM with
responsibility for a wide range of areas including
strategy, corporate development, software
engineering and offshoring. She now advises
multinationals on business and technology
transformation and, was formerly an advisor to
IBM, helping them navigate through a business
and talent transformation in India. Until 2023
Neelam was a director of Skylo Technologies
Inc. and a member of the Koninklijke Philips NV
Supervisory Board. Neelam stepped down as a
Non-Executive Director of Yatra Online Inc. in
January 2025.
Other current appointments: Non-Executive
Director of ICICI Bank Limited, Hindustan
Unilever Limited and Tech Mahindra Limited.
Brian McArthur-Muscroft
Appointed: June 2022
Key skills and experience: Brian was
formerly Chief Financial Officer for Qontigo,
a financial intelligence and investment
management business. Prior to this he was
the Group Chief Financial Officer for Micro
Focus International plc, a FTSE100 global
infrastructure software company. Former roles
include CFO at Paysafe Group plc leading the
business to a FTSE 250 listing in 2016 and
Brian was Group FD at Telecity Group plc. Prior
to joining Capita, Brian was a Non-Executive
Director at Robert Walters plc. Brian holds
a law degree and qualified as a chartered
accountant with PricewaterhouseCoopers
in London.
Other current appointments: Brian is
the Group CFO at IQ-EQ, a Global Investor
Services company.
Nneka Abulokwe OBE
Appointed: February 2022, and as
designated director for employee
engagement in February 2024.
Key skills and experience: Nneka has
extensive experience of delivering IT and
outsourcing services for governments and
private institutions globally. Over her c.25
years’ corporate career, she held senior
positions with Logica (now CGI), Atos and
Sopra Steria, before founding MicroMax
Consulting. She holds a Bachelor’s and
Master’s in History and an Executive
Doctoral/PhD degree in Business
Administration, specialising in the
outsourcing of tech services. Nneka
was awarded Officer of the Order of the
British Empire (OBE) in 2019 for services
to business.
Other current appointments: Non-
Executive Director and Chair, RB Committee
at Davies Group; Director of MicroMax
Consulting; Board of Visitors Ashmolean
Museum, University of Oxford; International
Advisory Board member, Cranfield School
of Management.
RN N NRB RA ANA RB A
Independent Non-Executive Directors
Directors who served during 2024
Jon Lewis retired from his position as Chief Executive Officer on 17 January 2024. Tim Weller retired from his position as Chief Financial Officer on 9 August 2024.
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Corporate governance report
Corporate governance report
Compliance with the UK Corporate
Governance Code 2018
Our commitment to corporate governance
Capita plc and its subsidiaries (the Group) are
committed to maintaining high standards of
corporate governance. The UK Corporate
Governance Code 2018 (the Code) applies
to accounting periods beginning on or after
1 January 2019 and is available from the
Financial Reporting Council’s website,
www.frc.org.uk. The Code sets out the
framework of governance for premium
listed companies such as Capita plc.
Compliance statement
It is the Board’s views that for the financial year
ended 31 December 2024, the Company was
compliant with all the principles and provisions
set out in section 1 to 5 of the Code.
In Capita’s 2023 Corporate governance report
we noted that the 2024 annual evaluation would
be externally facilitated. However, due to the
appointment of Adolfo Hernandez as our new
CEO in January 2024 and the appointment
of Pablo Andres as CFO in August 2024, it
was agreed during the year that an externally
facilitated evaluation was not appropriate and
was unlikely to provide any material benefit
given these recent changes in the composition
of the Board.
Consequently, it was agreed that it was
appropriate to defer the external evaluation until
2025 when the new Board was fully established
with our new directors integrated. Given that
Capita is not currently a constitute of the FTSE
350 the Code does not require us to have an
externally facilitated board evaluation at least
every three years, however the Board has agreed
that an externally facilitated board review should
be undertaken during the second half of 2025,
details of which will be included in our 2025
Corporate governance report.
Together with the Directors’ remuneration report
on pages 108 to 126, this report sets out the
Board’s approach to governance and the work
undertaken over the year.
Further information about how the Company has
applied the principles of the Code is set out in
this corporate governance report. Key highlights
of the Company’s compliance with the Code
together with cross references to other sections
of the Annual Report are detailed in the
table opposite.
Pages
Section 1: Board leadership and Company purpose
Chairman’s introduction 78 to 79
Strategic report 2 to 76
The role of the Board 85
Purpose and culture 5, 6 to 9
Stakeholder and colleague engagement 48 to 52
Section 2: Division of responsibilities
Board composition 87
Role of the Chairman, Senior Independent Director, Non-Executive Directors, and
Company Secretary
86
Time commitment, external appointments, independence and tenure 81, 82, 87, 90
Section 3: Composition, succession and evaluation
Appointment to the Board and succession planning 90 to 94
Skills, experience, and knowledge of the Board 81
Board diversity 81
Board evaluation 87 to 88
Section 4: Audit risk and internal control
Auditor independence and effectiveness of the audit 104
Principal and emerging risks 70 to 74
Risk management activities 68 to 70
Fair, balanced, and understandable assessment 101
Viability statement 75 to 76
Section 5: Remuneration
Directors’ remuneration report 108 to 126
Directors’ remuneration policy 113 to 117
Engagement with stakeholders on remuneration 111 to 112
How we apply the principles of the Code
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Capita plc Annual Report and Accounts
84

Governance structure and
division of responsibilities
The Board
Role of the Board
The Board is responsible for promoting Capita’s long-term success. This is achieved through
effective governance and keeping the interests of stakeholders at the fore in decision making.
The Board establishes the Group’s purpose and values and sets the Group’s strategy, ensuring
alignment with our culture, and overseeing its implementation by management. The Board is
responsible for oversight of the Group’s governance, financial reporting, internal controls,
and risk management, including the Group’s risk appetite.
A full schedule of matters reserved for the Board’s decision is available in the Corporate
Governance section of the Company’s website at www.capita.com.
Board composition and election
Our Board currently comprises eight members: the Chairman, the Chief Executive Officer (CEO),
the Chief Financial Officer (CFO) and five independent Non-Executive Directors who are
experienced individuals, drawn from a wide range of industries and backgrounds with the skills
to promote the long-term sustainable success of the Group.
Board composition is a deliberate balance of newer and longer-standing members and reflects
the ongoing review and refreshment of Board membership to ensure a balance of skills and
experience appropriate for the broad nature of Capita’s businesses. The experience and breadth
of tenure of the non-executive directors means the Board is well positioned to advise, challenge,
and support executive management to deliver against our strategic priorities as the Group
continues its transformation journey.
All non-executive directors are appointed to the Board for an initial fixed three-year term, subject
to annual re-election by shareholders at the Company’s AGM. In accordance with the Code, all
directors will retire and offer themselves for election or re-election at the 2025 AGM tobe held
on 28 April 2025.
Board independence
Non-executive directors are required to be independent in character and judgement.
All relationships that may interfere materially with this judgement are disclosed as required
under the conflicts of interest policy, see page 128. The Board believes that each of the
non-executive directors has retained independence of character and judgement and has not
formed associations with management or others that may compromise their ability to exercise
independent judgement or act in the best interest of the Group.
The Code does not consider a chairman to be independent due to the unique position the
role holds in corporate governance. David Lowden met the independence criteria outlined in
the Code when he was appointed as the Group’s chairman in 2022. The Board is satisfied
that no conflict of interest for any director requires disclosure, see page 128.
Directors’ biographies, tenures, key skills and experience, and external appointments are set out
on pages 82 to 83.
* The ESG Committee changed its name to the Responsible Business Committee on 1 October 2024, to align with
Capita’s refreshed responsible business strategy.
The Board delegates certain matters to its four principal committees:
Nomination
Committee
Chair: David Lowden
Membership: 7
Chairman, 5 Independent
Non-Executive Directors
+ CEO
• Reviews composition
of the Board.
• Recommends
appointments of
new directors.
• Ensures plans are
in place for orderly
succession to both
the Board and senior
management positions.
• Overseas development
of diverse pipeline for
succession.
The Nomination
Committee report can be
found on pages 90 to 94.
Executive Team Chair: Adolfo Hernandez
The Executive Team is responsible for the execution of the
Company’s strategy and the day-to day management of
the business.
Disclosure Committee
The Disclosure Committee identifies and controls inside
information or information which could become inside
information and determines how and when that information
is disclosed in accordance with applicable legal and
regulatory requirements.
Committee terms of reference are available on the Company’s website at
www.capita.com/about-capita/corporate-governance.
Supporting committees
The Executive Team operates a number of supporting committees that provide oversight on key business activities and risk.
These include the executive ethics and risk committee and the Capita investment review committee.
Audit and Risk
Committee
Chair: Jack Clarke
Membership: 4
4 Independent
Non-Executive Directors
• Reviews accounting
policies and contents
of financial reports.
• Monitors internal
control environment.
• Considers adequacy,
effectiveness, and
scope of external
and internal audit
programme.
• Overseas relationship
with external auditor.
• Monitors risk profile
and obtains assurance
that principal risks have
been properly identified
and appropriately
managed.
The Audit and Risk
Committee report can be
found on pages 99 to 107.
Remuneration
Committee
Chair: Georgina Harvey
Membership: 4
3 Independent
Non-Executive Directors
and Chairman
• Sets remuneration policy
and principles for Board
and senior management
remuneration.
• Approves incentive
design and setting
of targets.
• Approves executive
directors and senior
management
remuneration
The Directors’ remuneration
report can be found on
pages 108 to 126.
Responsible Business
(RB) Committee*
Chair: Nneka Abulokwe
Membership: 4
3 Independent
Non-Executive Directors
and Chairman
• Oversees the
development of
the Group’s RB
strategy, monitoring
its performance in
relation to RB matters.
• Considers the adequacy
of the Group’s RB
policies and processes.
• Oversees and monitors
the Group’s progress
against its net zero
emissions strategy.
• Oversees and supports
stakeholder engagement
on RB matters.
The RB Committee report
can be found on pages
95 to 98.
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(Pablo Andres)
The responsibility of this role includes:
• Supporting the CEO in developing the Group’s strategy and
its implementation;
• Representing the Group to external stakeholders;
• Ensuing that the Group has the appropriate financing structure
and internal controls over financial reporting; and
• Oversight of the following key functions: Finance, Investor
Relations, Internal Audit and Risk Management, Tax, Treasury,
Insurance and Commercial.
(David Lowden)
Leadership of the Board and ensuring its effectiveness on all
aspects of its roles. This includes:
• Ensuring there is effective communication between the
Board, management, shareholders, and the Group’s wider
stakeholders, while promoting a culture of openness and
constructive debate;
• Ensuring that the views of all stakeholders are taken into
consideration in the Board’s decisions;
• Promoting the highest standards of corporate governance;
• Setting the Board’s agenda and ensuring that adequate time
is available for discussion of all agenda items, in particular
strategic issues;
• Ensuring that directors receive accurate, timely and clear
information; and
• Overseeing the annual Board performance review and
addressing any actions.
(Georgina Harvey)
The responsibility of this role includes:
• Acting as a sounding board for the Chairman on
Board-related matters;
• Chairing meetings in the absence of the chairman;
• Acting as an intermediary for other directors when necessary;
• Leading the review of the Chairman’s performance;
• Being available to shareholders who wish to discuss matters
which cannot be resolved otherwise; and
• Leading the search for a new Chairman, when necessary.
(Georgina Harvey, Nneka Abulokwe, Jack Clarke,
Neelam Dhawan and Brian McArthur-Muscroft)
The responsibility of this role includes:
• Providing effective and constructive challenge to the Board;
• Scrutinising the performance of management in meeting
agreed goals and objectives and monitoring the reporting
of performance;
• Reviewing Group financial information and ensuring there are
effective systems of governance, risk management and internal
controls in place;
• Determining appropriate levels of remuneration of executive
directors; and
• Having a prime role in appointing executive directors, and in
succession planning.
• Nneka Abulokwe has been appointed as the designated
non-executive director for colleague engagement.
Board leadership and roles
To ensure the Board performs effectively, there is a clear division of responsibilities between the leadership of the Board and the executive leadership:
(Adolfo Hernandez)
The role of CEO is separate from that of Chairman to ensure
that no one individual has unfettered powers of decision making.
The CEO has responsibility for:
• The day-to-day running of all aspects of the Group’s business;
• Developing and implementing the Group’s strategy;
• Ensuring the effective implementation of Board decisions;
• Leading the Group’s executive team; and
• Representing the Group to external stakeholders.
Independent advice: All Board members have access to independent advice on any matters relating to their responsibilities as directors and as members of the various committees of the Board at the Group’sexpense.
Corporate governance report continued
Chairman
Chief Executive Officer
Senior Independent Director
Chief Financial Officer
Independent Non-Executive Directors
Chief General Counsel and Company Secretary
(Claire Denton)
The responsibilities of this role include:
• Available to all directors and is responsible for ensuring that all
Board procedures are complied with. Has direct access and
responsibility to the chairs of the standing committees and open
access to all directors, and is secretary to the Board and all its
committees.
• And/or the Deputy Company Secretary meets regularly with the
Chairman and committee chairs and briefs them on areas of
governance and committee requirements.
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Board composition at:
1 January 2024 31 December 2024
Chairman David Lowden
1
David Lowden
Chief Executive Officer Jon Lewis
2
Adolfo Hernandez
2
Chief Financial Officer Tim Weller
3
Pablo Andres
3
Senior Independent Director Georgina Harvey Georgina Harvey
Independent Non-Executive Director Nneka Abulokwe Nneka Abulokwe
Neelam Dhawan Neelam Dhawan
Brian McArthur-Muscroft Brian McArthur-Muscroft
– Jack Clarke
4
1. David Lowden was independent on appointment as chairman in accordance with the Code.
2. Jon Lewis retired as CEO and a director on 17 January 2024, with Adolfo Hernandez appointed as CEO and a director
on that date.
3. Tim Weller retired as CFO on 9 August 2024. Pablo Andres was appointed as a director on 15 July 2024 and as CFO
on 9 August 2024 upon Tim’s retirement.
4. Jack Clarke was appointed as Independent Non-Executive Director and as chair of the Audit and Risk Committee
on 9 October 2024.
5. Further information on these changes is provided in the Nomination Committee report on pages 90 to 94. There have
been no changes to the Board from 1 January 2025 to the date of this report.
Directors’ interests
The interests of directors and their immediate families, who served during the year in the shares of the
Company, together with details of executive directors’ share options, are contained in the Directors’
remuneration report set out on pages 108 to 126.
At no time during the year did any of the directors have a material interest in any significant contract
with the Company or any of its subsidiaries.
Board meetings and attendance.
During 2024, the Board held six scheduled meetings. The Board also held an in-depth strategy
session and attended a site visit in Coventry to meet with management and colleagues managing and
servicing the contract with Transport for London. Additional ad hoc meetings were held as required. In
2024, these included meetings in relation to the disposal of Capita One, Capita’s standalone software
solutions business. Meetings held outside the normal schedule need to be flexible and are principally
held by video conference.
Attendance of the directors at scheduled Board and committee meetings is shown in the following
table; the maximum number of meetings a director could attend is in brackets.
The chairman and non-executive directors held a closed session without management present at the
end of several scheduled 2024 Board meetings. Throughout the year, directors also devoted time to
interviewing candidates for both executive and non-executive roles. The Chairman also held one-to-
one individual review sessions with each executive director and each non-executive director.
Board
Audit and Risk
Committee
Remuneration
Committee
Nomination
Committee RB Committee
David Lowden
1
6/(6) N/A 4/(4) 3/(3) 4/(4)
Adolfo Hernandez 6/(6) N/A N/A 3/(3) N/A
Pablo Andres
2
3/(3) N/A N/A N/A N/A
Tim Weller
2
4/(4) N/A N/A N/A N/A)
Georgina Harvey 6/(6) 5/(5) 5/(5) 3/(3) 4/(4)
Brian McArthur-Muscroft
3
6/(6) 5/(5) 4/(5) 3/(3) N/A
Nneka Abulokwe
4
6/(6) 4/(4) 1/(1) 3/(3) 4/(4)
Neelam Dhawan 6/(6) 5/(5) 5/(5) 3/(3) N/A
Jack Clarke
5
1/(1) 1/(1) N/A 1/(1) N/A
1. David Lowden was appointed as a member of the Remuneration Committee on 6 March 2024. David was independent
upon appointment as Chairman and does not participate in any Remuneration Committee discussions that consider
his remuneration.
2. Pablo Andres was appointed as a director on 15 July 2024 and as CFO on 9 August 2024 upon the retirement of
Tim Weller.
3. Brian McArthur-Muscroft was unable to attend one Remuneration Committee meeting due to a late change in the
Remuneration Committee meeting schedule which coincided with a prior business engagement. However, he was able
to review the Remuneration Committee papers prior to the meeting and provide feedback to the Committee chair, who
ensured that Brian’s comments were discussed and taken into consideration by the Committee.
4. Nneka Abulokwe was appointed as a member of the Audit and Risk Committee on 27 February 2024 and stood down
as a member of the Remuneration Committee on 6 March 2024.
5. Jack Clarke was appointed as a director, chair of the Audit and Risk Committee and a member of the Nomination
Committee on 9 October 2024.
6. Jon Lewis retired as CEO and a director on 17 January 2024. No Board or committee meetings were held from
1 January 2024 to 17 January 2024.
Georgina Harvey, Senior Independent Director met with the Non-Executive Directors and
Executive Directors without the Chairman being present to undertake the annual review of the
Chairman’s performance.
Board effectiveness
The Board carries out effectiveness reviews annually.
The last external evaluation was undertaken by Independent Evaluation in 2021. Internal evaluations
were performed during 2022, 2023 and 2024. As noted in the 2023 Corporate governance report,
the 2024 evaluation was due to be facilitated externally. However, due to the change in CEO and
CFO, the Board agreed that an externally facilitated review was unlikely to deliver value and that it
would be appropriate to defer the external review until the new Board was fully established. It is the
intention that the 2025 review will be conducted externally in H2 2025, with details of the process
and outcome included in the 2025 Corporate governance report.
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Key findings of the evaluation performed in 2023 are set out below together with actions taken
during 2024:
Finding from 2023 evaluation Actions taken in 2024
Stakeholders –
The Board requested:
• additional focus on
client feedback.
• greater exposure of key
supplier relationships.
• increased interaction with
colleagues (see below)
The Board receives additional information on client feedback and key supplier
relationships, including the Company’s relationship with its technology
partners. The Divisional CEOs presented to the RB Committee on the
results of the 2023 customer net promoter score (cNPS) and proposed
actions. A further presentation was made in February 2025 on the results of
the 2024 cNPS, noting the improvement from +16 in 2023 to +28 in 2024. In
October 2024, the Board visited Capita’s offices in Coventry and met with
representatives of Capita’s client, Transport for London.
Wider engagement with
colleagues
• The Board agreed that
following the streamlining
of the Group, the Board
should have broader
engagement with
colleagues to include
site visits by individual
directors.
During the visit to Coventry the Board met with colleagues who manage
and deliver our contract with Transport for London. During the year, Nneka
Abulokwe visited Capita’s offices in South Africa and met with some chairs of
the Group’s Employee Network Groups during her visit. Nneka also met with
the chairs of the Group’s Employee Network Groups later in the year in the
UK and attended and presented at Capita’s Black Network Group Awards
event. Georgina Harvey, chair of the Remuneration Committee hosted two
events for a broad range of colleagues which discussed pay at Capita and
executive director remuneration. The Chairman encourages all directors to
meet with colleagues and further visits by individual directors are being
arranged for 2025.
Board meeting support
• The Board requested
further improvement in the
quality of Board papers and
formalisation of the process
to review previous key
decisions made by the Board.
The Chairman discussed these matters with the Chief General Counsel and
Company Secretary and appropriate actions have been taken to improve
Board meeting support and quality of papers.
• The Board requested that
the Company focused on
certain strategic matters
for the future to achieve its
strategic priorities and
improved financial
performance.
Adolfo Hernandez, CEO presented the outcome of his strategic review to the
Board in May, details of which were announced at our Capital Markets Day in
June 2024. The Board receives regular presentations from Adolfo, members of
the Executive Team and other senior management relating to the Company’s
strategic priorities including progress on Capita’s joint transformation initiatives
with its hyperscaler partners. The Chairman, the CEO and the Chief General
Counsel and Company Secretary discuss the Board agenda in detail ensuring
that the Board has the appropriate time to fully discuss and consider the
Group’s strategic priorities.
The 2024 Board evaluation, and the evaluation of its committees, was undertaken internally by the
completion of a questionnaire by each director, followed by a one-to-one meeting with the Chairman.
The Board received a report from the Chairman on the outcome of the evaluation, including formal
recommendations which were discussed and approved by the Board. Committee feedback was
presented to the relevant committee chair. The Chairman was assisted in this process by Claire
Denton, Chief General Counsel and Company Secretary.
Corporate governance report continued
Principal areas identified for action
in the 2024 Board evaluation Proposed action in 2025
Stakeholders –
Although noting that interaction with colleagues had
increased, particularly for Nneka Abulokwe, designated
director for colleague engagement, the Board was
seeking more engagement with the business for
the NEDs.
A further site visit will be arranged for the
Board in 2025. In addition, further interactions
with the business will be considered.
This will include further exposure to new
products being developed together with
our trusted hyperscaler partners.
Board support –
The Board requested that additional information
regarding client contracts be included in Business
Updates, with further improvement on the length and
focus of Board and committee papers and presentations
requested, including increased focus in the Board
meeting on key issues.
The Chairman, the Chief General Counsel
and Company Secretary will work with the
executive directors and members of the
Executive Team to provide the required
information and additional governance
on processes.
An update on the 2025 actions will be provided in the Company’s 2025 Annual Report.
Overall, the performance of the Board and its committees was viewed positively, with effective
handling of the CEO transition and a good understanding of the risks inherent in the Group’s business
activities. Relationships within the Board, including between the non-executive directors and the
executive directors, were rated highly with relationships with the new CEO and CFO and the NEDs
continuing to develop positively.
The following principal areas were identified for actions:
Governance and strategy
The Group recognises the contribution made by good governance to the Company’s success, and
changes made at both Board and Executive Team level demonstrate the importance of embedding
the right structures with the right people to deliver the Group’s strategy. The connection between
governance and delivery of strategy is reflected throughout this Annual Report.
In addition to their statutory duties, the directors must ensure that the Board focuses effectively
on all its accountabilities. The Board determines the strategic objectives and policies of the Group to
best support the delivery of long-term value, providing overall strategic direction within an appropriate
framework of rewards, incentives, and controls. The Board is collectively responsible for the success
of the Company and directors’ roles are set out above. Following presentations by executive and
divisional management, and a disciplined process of review and challenge by the Board, clear
decisions on policy or strategy are adopted, and the executive management are fully empowered
to implement those decisions.
Section 172 of the Companies Act 2006 requires directors to act in a way they consider, in good faith,
would be most likely to promote the success of the Company for the benefit of shareholders as a
whole. The Company’s s172 statement together with principal decisions of the Board during 2024
is on pages 48 to 52.
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Stakeholder engagement
As highlighted by the Code, the Board recognises the importance of identifying its key stakeholders
and understanding their perspectives and values. Through regular dialogue and communication,
the Board is mindful of all of Capita’s stakeholders when planning or making decisions of
strategic significance.
In February 2024, the Board appointed Nneka Abulokwe as designated non-executive director
for colleague engagement. Information on Nneka’s engagement with colleagues during 2024 is
provided on pages 48 and 98. In addition, all directors are encouraged to visit Capita’s businesses to
meet with colleagues. In October 2024, the Board met with colleagues in Coventry who service and
deliver our contract with Transport for London. The Board also had an opportunity to meet with the
client. Photographs from this visit are included in this report.
There is an active engagement programme with the Company’s investors. The executive directors
meet regularly with institutional shareholders to discuss and obtain feedback on the business,
performance, strategy, capital structure and allocation and corporate governance, and address any
issues of concern. This is undertaken through a combination of roadshows, group or one-to-one
meetings and attendance at investor conferences. This engagement included presentations to
institutional and retail shareholders and analysts following the release of the Group’s half and full-year
results (available on the Group’s website www.capita.com). Our Chairman, David Lowden, Georgina
Harvey, Senior Independent Director, and Brian McArthur-Muscroft, former chair of the Audit and Risk
Committee, also met with a number of institutional shareholders during the year.
Topics discussed in investor meetings included free cash flow generation, remuneration structure,
operating margin improvement and the nomination committee’s process for appointment of the new CEO.
The investor relations team has day-to-day responsibility for managing investor communications
and always acts in close consultation with the Board. The Director of Investor Relations and
representatives from the Company’s brokers, Deutsche Numis and Barclays are invited to attend
Board meetings during the year to provide investor feedback. The Investor Relations team also
arranged specific responsible business engagements with investors. All members of the Board,
including the non-executive directors, receive a report on any significant discussions with
shareholders and anonymous feedback that follows the annual and half-yearly presentations to
investment analysts and institutional investors. Analysts reports concerning Capita are circulated
to the directors and the Board is kept informed of changes in the share register.
At the 2024 AGM, all resolutions were passed, with every resolution receiving more than 96% of
votes cast in favour. The Board is grateful to shareholders for their continued support.
Further information on how the Board has engaged with its key stakeholder groups can be found on pages 48 to 51.
Annual general meeting
Shareholders are encouraged to attend the AGM. The 2025 AGM of the Company will be held at
The Storey Club, 4 Kingdom Street, Paddington, London W2 6BD on 28 April 2025. Details of the
meeting format and the resolutions to be proposed are set out in the Notice of Meeting, which will
besent to shareholders separately and includes notes explaining the business to be transacted.
TheNotice of Meeting will also be available on the Company’s website at www.capita.com.
The directors consider that each of the resolutions to be proposed to shareholders is in the best
interests of the Company and the shareholders as a whole and recommend that shareholders vote
in favour of all the resolutions.
The Chairman, Senior Independent Director and Committee chairs are expected to attend the 2025
AGM and will be available to answer any questions from shareholders.
Shareholder communications
In addition to the AGM, shareholders can access up-to-date information through the Group’s website
at www.capita.com. Shareholders can also view their holdings by using the Signal shares shareholder
portal, a service offered by MUFG Corporate Markets (MUFG), the Group’s registrar, at www.
capitashares.co.uk. The Signal shares portal is an online service enabling shareholders to easily
access and maintain their shareholding online. Shareholders can also contact MUFG by email at
shareholderenquiries@cm.mpms.mufg.com. MUFG also provides a telephone helpline, 0371 664
0300, calls are charged at the standard geographic rate and will vary by provider. Calls outside the
UK will be charged at the applicable international rate. Lines are open between 9.00am and 5.30pm,
Monday to Friday, excluding public holidays in England and Wales.
Business relationships
Details regarding relationships with suppliers, clients and others, together with further cross
references, are provided in the engaging with our stakeholders section on pages 48 to 51.
Remuneration Committee
Details of the Remuneration Committee and its activities are given in the Directors’ remuneration
report on pages 108 to 126.
Risk management and internal control
The Board monitors the Company’s risk management and internal control systems and carries out an
annual review of their effectiveness. The monitoring and review includes all material controls, including
financial, operational and compliance controls. This process is regularly reviewed by the Board. The
Group’s key internal control procedures are fully documented within the strategic report on pages 68
to 70.
Furthermore, through the operation of the risk governance process, the directors confirm, for the
purposes of provision 28 of the Code, that they have carried out a robust assessment of the emerging
and principal risks facing the Group, including those that would threaten its business model, future
performance, solvency or liquidity. A description of those principal risks, what procedures are in place
to identify emerging risks, and an explanation of how these are being managed or mitigated, is set out
on pages 70 to 74.
The ARC report contains information on actions taken by the Group during 2024 to ensure its
compliance with provision 29 of the 2024 Code which will apply to Capita for the financial year
commencing 1 January 2026. This provision will require boards to monitor and review all material
controls and to make a declaration on their effectiveness in the annual report.
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Nomination Committee report
Principal role and responsibilities
As set out in the terms of reference, which
are available on the Company’s website,
www.capita.com, the Nomination Committee
is responsible for a number of key matters,
including to:
• Identify and nominate appropriate candidates
for appointment to the Board, having due
regard to the provisions of the Code and, in
particular, the balance of skills, knowledge and
experience on the Board and the diversity of
its composition.
• Keep the structure and size of the Board, its
committees and the leadership requirements
of the Group under review and ensure that
plans are in place for orderly succession
and appointment to the Board.
• Consider the independence, time
commitment and performance of the
Non-Executive Directors.
• Oversee development of a diverse pipeline
for succession to the Executive Team.
• Succession planning for the Chief
Financial Officer.
• Recruitment and appointment of an
independent non-executive director.
• Review of diversity and inclusion
activities and measures.
• Review of senior management talent and
Executive Team succession planning.
• Consideration of the contributions and
effectiveness of the Non-Executive
Directors seeking re-election at the
2024 AGM.
• Reviewing the constitution of the Board
and its Committees.
• Reviewing the skills and experience of
the directors and their other commitments.
1
2
3
4
Nomination Committee time allocation
1. Board appointments 25%
2. Succession planning 50%
3. Diversity 10%
4. Governance 15%
The time allocation chart is provided for guidance only and
other matters were also considered by the committee.
“Succession planning is a key focus for
the Committee from both a leadership
and governance perspective.”
David Lowden, Chair, Nomination Committee
Areas of focus in 2024
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Dear Shareholder,
On behalf of the Nomination Committee, I am pleased to present this report, which outlines our
activities and achievements in ensuring effective governance and leadership succession
throughout 2024.
Board and Executive appointments in 2024
Board succession planning continued to be an important area of focus for the Committee during
the year.
As announced during 2023, Jon Lewis retired as a Director and Chief Executive Officer on 17 January
2024, succeeded by Adolfo Hernandez. Details of the process undertaken by the Committee which
led to Adolfo’s appointment were included in the Committee’s 2023 Report.
In addition, during the past 12 months the Committee has managed the appointment of two other
new Directors to the Board: Chief Financial Officer (CFO) and additional Non-Executive Director.
In August 2023, Tim Weller, CFO, had surgery following the diagnosis of a relatively severe form of
prostate cancer and, whilst he was expected to make a full recovery, he indicated to the Board that
he was considering drawing to a close his career as a CFO. As Chair of the Committee, and with the
support of our Chief People Officer and my fellow Committee members I led a thorough recruitment
process for a new CFO, assisted by search firm Odgers Berndtson. On 2 May 2024, we announced
that Tim had advised the Board of his intention to retire in August 2024, and I was pleased to
announce the appointment of Pablo Andres as a Director and CFO designate effective from 15 July
2024. Pablo was appointed as CFO on 9 August 2024 upon Tim’s retirement. Further information
on the appointment process is provided on page 93.
Prior to joining Capita, Pablo was the CFO of Ventient Energy S.à r.l., a position he had held for the
previous three years. Pablo has extensive experience operating as a senior finance executive across
a range of sectors with companies directly comparable with Capita. Pablo is highly experienced
in driving change in complex businesses and has delivered significant cost savings, streamlined
organisation structures and enhanced processes and systems. He has the right skillset and drive
to support Adolfo in leading this next chapter of Capita.
I would like to extend my gratitude to Tim for his dedicated service and leadership during his three
years as Capita’s CFO and in facilitating the smooth transition to Pablo as CFO.
During the year, and as part of our Board and Board Committee succession planning process, the
Committee concluded that a further independent non-executive director should be appointed with
contracting business experience. Brian McArthur-Muscroft, chair of the Audit and Risk Committee
also advised that due to additional responsibilities connected with his executive role as CFO at IQ-EQ
he did not consider that he would have the capacity, going forward, to commit to the additional
significant work involved with acting as chair of this committee. It was therefore agreed that the new
independent non-executive director should also have the appropriate financial expertise to succeed
Brian as chair of this committee. I led this process with the support of our Chief People Officer and
assisted by search firm Spencer Stuart. Further information on the appointment process is provided
on page 93.
As a result of this process, on 9 October 2024, we announced that Jack Clarke had been appointed
as independent non-executive director and Chair of the Audit and Risk Committee. Jack was CFO of
Essentra plc, a FTSE-250 global manufacturer and provider of essential components and solutions
from May 2022 until his retirement on 31 December 2024. Prior to this Jack was the CFO of Marshall’s
plc from 2014 until 2021. Jack brings extensive and relevant experience from these roles. Jack is a
qualified chartered accountant, having qualified with KPMG and has a diploma in treasury management.
Jack succeeded Brian McArthur-Muscroft as Chair of Capita’s Audit and Risk Committee, with Brian
remaining as a member of the Committee and assisting in the handover of the chair role to Jack. Both
Jack and Brian bring strong financial experience and expertise to this committee. I would like to thank
Brian for having chaired the Audit and Risk Committee with such skill and diligence. The Board is
pleased that Brian has been able to remain as a director and member of the Audit and Risk Committee.
Diversity
The Committee believes that a Board and management team which has a range of diverse skills,
background and experience is best equipped to make the decisions which will deliver sustainable
value to shareholders and other stakeholders. We are therefore committed to fostering diversity in its
broadest sense, and we continue to ensure that our Board membership draws from a wide range of
backgrounds and cultures. However, the Committee will continue to appoint Board members on
merit, valuing the unique contribution that they will bring to the Board, regardless of gender or
diversity. During 2024, the Board has continued to benefit from the diversity of experience,
background and global and regional expertise of its members.
Our Board has two Directors of an ethnic minority background, meeting the target set by the Parker
Review. The Company has also approved an ethnic diversity target for its leadership team levels by
31 December 2027, demonstrating our commitment to improve diversity within Capita. We consider
that this is an ambitious target, and specific programmes are in place including our RISE (Reduce
Inequality Strive for Equality) programme which is a leadership programme for ethnic minority
background employees, as well as female employees, which aims to reduce the representation gap
across the business. In addition, our mutual mentoring scheme pairs junior colleagues from an ethnic
minority background with senior leaders to enable them to learn from one another. Further information
on these and other relevant initiatives are included in the responsible business section of this report
on page 44. Both this committee and the RB Committee receive regular updates on these and other
initiatives in place to improve the Group’s diversity.
The Board includes three experienced female directors. Georgina Harvey is the Company’s Senior
Independent Director and chair of the Remuneration Committee, and is the longest serving director
on the Board, having served for five years.
However, the Committee is cognisant that, following the appointment of Jack Clarke as a non-
executive director on 9 October 2024, the Board comprises 37.5% of female directors (three female
and five male directors), compared with the UK Listing Rules diversity benchmark target of 40% of
women on boards. The Board’s target remains to have at least 40% of women on the board and
we will seek to return to greater than 40% female representation within the Board as and when the
opportunity arises.
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Board and Executive succession planning
Succession planning is a key focus for the Committee from both a leadership and governance
perspective. The Committee reviewed the Board Skills Composition Matrix (please see table on page
81 which sets out the tenure, skills, competencies and diversity of the Board. Priorities for recruiting
and succession planning include the ability to respond to evolving strategic imperatives for the Group,
adding and enhancing Board skills including in the areas of operational, finance, gen AI, government
contracting, cyber experience and responsible business and enhancing diversity in the boardroom.
The Committee recognises that, except for Adolfo and Nneka, no director has detailed experience
of AI or gen AI. The Committee is taking steps to ensure that directors are provided with requisite
training and knowledge in this respect in order that they can provide the appropriate level of challenge
and oversight to management and to up-skill the Board in line with our strategy and this matter will be
taken into consideration in any future appointment process.
The Committee discusses succession plans with management for senior executives and in December
2024, received a detailed presentation from the Chief Executive Officer, the Chief People Officer and
the Group Director of People & Development on succession planning for the Executive Directors,
members of the Executive Team and their direct reports. This will receive enhanced focus in 2025,
with a biannual Board review of talent pipeline planned. These plans include consideration and
monitoring of diversity in the executive pipeline. Page 41 gives details of the members of the
ExecutiveTeam as at 31 December 2024, 40% of whom are female, and 10% are of Asian ethnicity.
Following the leadership changes at executive level this year, the Committee is aware that management
is focused on ensuring that there are development plans in place to enable a broader range of
candidates to be considered within the internal succession pipeline for senior management roles.
Further details of the Committee’s responsibilities and work undertaken by the Committee during
2024 are included in the Nomination Committee report. I hope you will find this informative.
David Lowden, Chair
Nomination Committee
4 March 2025
Nomination Committee members
Member Member since
Date of retirement from
the Committee (if applicable)
David Lowden (Chair) 1 January 2021
Jon Lewis 1 July 2022 17 January 2024
Adolfo Hernandez 17 January 2024
Georgina Harvey 1 October 2019
Nneka Abulokwe 1 February 2022
Neelam Dhawan 1 March 2021
Brian McArthur-Muscroft 1 June 2022
Jack Clarke 9 October 2024
Board changes
The appointment of our new CFO, Pablo Andres, was a key area of focus for the Committee
during H1 2024. In addition, we continued to focus on the evolution of the Board and, as part
of our succession planning identified a need for an additional non-executive director who had a strong
financial and operational background with recent executive role experience. Jack Clarke was
appointed as an independent non-executive director and as Chair of the Audit and Risk Committee
on 9 October 2024. Board appointments are made on merit, taking account of the specific skills,
experience, knowledge and independence needed to ensure a rounded board. We seek to ensure a
minimum of 40% female representation on recruitment shortlists and, where appropriate, to include
candidates who may not have listed company experience but who possess suitable skills and
qualities. We only engage executive search firms that have signed up to the voluntary code of
conduct on gender diversity and best practice.
Nomination Committee report continued
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Non-Executive Director appointment
To assist with the recruitment of a new Non-Executive Director, the Committee appointed search firm
Spencer Stuart, which has no connection to the Company or individual Directors. The Committee
reviewed the skills matrix of the directors which is updated annually, and a candidate profile was
developed to address any identified gaps and to complement the needs of the business and the
Board as a whole. Spencer Stuart was not engaged by the Company for any other purpose during
the year. Having considered the shortlist, the Chair and fellow committee members interviewed the
preferred candidates and recommended the appointment of Jack Clarke as a director and as Chair
of the Audit and Risk Committee to the Board for approval.
The appointment of both Pablo and Jack involved a formal, rigorous, and transparent appointment
process based on merit and objective criteria, with due consideration being given to a broad range of
factors such as social and ethnic backgrounds, cognitive and personal strengths, diversity of gender
and the Group’s future strategic direction.
Board of directors’ induction and training
All new directors are provided with a robust induction, tailored to suit their individual needs. This is
an invaluable step to not only support directors in meeting their statutory duties, but also gives them
a comprehensive introduction to the business and its strategic priorities.
Ongoing training and briefings are also given to all directors, including external courses as required.
In addition, all directors are required to undertake online training on the Company’s Code of Conduct
and cyber and information security awareness, which are also mandatory for all Group employees.
All new directors receive training on the Company’s obligations as a public listed company, including
its obligations under the UK Listing Rules and the Market Abuse Regulation.
Development of a
candidate profile.
Selection and engagement
of an independent search
firm carried out via a tender
process, following which
Odgers was appointed.
A Nomination Committee
meeting was convened to
consider and recommend
the appointment of the
preferred candidate, Pablo
Andres, to the Board.
A Board meeting was
convened to approve the
appointment and offer
to Pablo Andres.
The appointment of Pablo
Andres was announced
on 2 May 2024, following
approval by the Board.
Pablo joined Capita as a
Director and CFO designate
on 15 July 2024 and was
appointed as CFO on
9 August 2024.
A long-list of potential
candidates, identified by
Odgers, was reviewed by
the Chairman, and Chief
People Officer.
A Remuneration Committee
meeting was convened to
approve the remuneration
package subject to Board
approval of the appointment.
A short list of candidates was
reviewed, with candidates
interviewed by the Chairman,
Chief Executive Officer and
Chief People Officer.
The preferred two candidates
met with other members
of the Committee and were
interviewed by the Chair of
the Audit and Risk Committee.
A detailed induction plan was created for Pablo focusing on building his understanding of the business.
First stage
Final stage
Second stage
Fifth stage
Third stage
Fourth stage
Recruitment of the CFO
The Committee was assisted in the search for a new CFO, which was led by the Chair, by the search
firm, Odgers Berndsten (Odgers) which has no connection to the Company or individual Directors.
Odgers was not engaged by the Company for any other purpose during 2024. The search process
was conducted as follows:
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Board and executive management diversity data disclosures
As required by FCA UK Listing Rule 6.6.6R(9), below is the Company’s compliance statement
regarding Board diversity targets as at 31 December 2024, being the selected reference date used
for the purposes of FCA UK Listing Rule 6.6.6R(9)(a).
Target Position as at 31 December 2024
At least 40% of the individuals on the Board
are women
37.5% of the Board are women
At least one of the senior Board positions is held
by a woman
The Senior Independent Director position is held
by a woman
At least one individual on the Board of Directors
is from an ethnic minority background
The Board had two Directors from on ethnic
minority background
Upon the appointment of Jack Clarke as a director on 9 October 2024, the percentage of females
on the Board reduced from 43% to 37.5%. However, based on the Committee’s recommendation,
following a thorough search and appointment process, the Board concluded that Jack Clarke was the
right candidate for this position given his skills and experience. The Board’s target remains to have at
least 40% female representation on the Board and we will seek to return to greater than 40% female
representation on the Board when the opportunity arises.
Information on actions taken by the Group to address diversity, inclusion and wellbeing across the
workforce is in the responsible business section on pages 39 to 45.
Further details of the Company’s compliance with LR6.6.6(9) at 31 December 2024 and 4 March
2025 are provided on page 41.
At 31 December 2024, female representation on the Capita plc Board was 56% and on the Executive
Team was 40%. At 31 December 2024, ethnically diverse representation on the Board and on the
Executive Team was 25% and 10% respectively. Further disclosures on our gender and ethnicity
diversity and how percentages are calculated and information collated is provided on page 41.
Succession planning and Board composition
A formal succession framework is in place for the Executive Team and the two management layers
beneath. The purpose of the framework is to apply a fair, objective and consistent methodology to
identify future potential career paths for individuals within the Group.
Structured development plans are implemented to support individuals in improving their skills and
experience. The depth of the framework means talent can be identified and nurtured at an early
stage, and combined with the approach to Board appointments, means the pool of possible future
candidates for Board roles is sufficiently wide and diverse.
Board evaluation
Details of the annual Board evaluation process are provided in the Chairman’s report on page 88.
Nomination Committee report continued
Jack Clarke was appointed to the Board on 9 October 2024. The Company Secretary assisted
the Chairman with the preparation and delivery of a tailored and comprehensive induction
programme, designed to give Jack a thorough overview and understanding of our business with
a focus on the Group’s strategy, and wider business objectives. The induction programme gave
specific focus to Jack’s appointment as chair of the Audit and Risk Committee with meetings
arranged with the Group’s Director Internal Audit and Risk, Group Director Financial Control,
Group Chief Accountant and a number of meetings with KPMG, the Group’s external auditor.
The induction sessions provided Jack with an opportunity to meet with members of the
Executive Team, and other members of senior management and advisers and build an
understanding of the key areas of focus for the Board, its committees, and the Group.
After 9 October 2024 (the date of the announcement of Jack’s appointment)
Jack was provided with a comprehensive pre read, including previous Board and relevant
Committee papers
9 October
Jack was formally appointed to the Board and as chair of the Audit and Risk Committee
October/November/December
Jack met with all members of the Executive Team, senior management and functional heads
(principally on a one-to-one basis) to provide him with an understanding of the Group’s
operations, culture, and values.
Jack also had a session with the Company’s external legal counsel regarding the Company’s
obligations under the UK Listing Rules, the Market Abuse Regulation and the Disclosure
Guidance and Transparency Rules.
2025
A number of site visits are being arranged for Jack to meet with management and colleagues
and obtain a greater understanding of Capita’s business.
Induction case study – Jack Clarke
Diversity and inclusion
Capita’s diversity and inclusion policy is based on a commitment to creating an environment where
diversity is valued and respected. We believe that business success is a direct result of the experience
and quality of its people. Inherent within this approach is an acceptance and embracing of diversity in
all its forms and an endorsement that the entire workforce, including the Board, be representative of
the communities in which Capita operates.
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Responsible Business Committee report
1
2
3
4
5
6
“In September, our Group Director of Performance & Development
presented to the Committee on the multi-year programme to rally,
reset and embed our culture, which was mobilised in 2024.”
Dr Nneka Abulokwe,
OBE, Chair
Responsible
Business
Committee
1. Governance/regulatory 10%
2. Employee-related issues including diversity
and inclusion
37%
3. Net zero 13%
4. Strategy 14%
5. HSEW 15%
6. Stakeholders excluding colleagues 10%
The time allocation chart is provided for guidance only and
other matters were also considered by the Committee.
Responsibilities and activities
Key responsibilities
• Oversee the development of the Group’s
responsible business strategy and monitor
its performance in respect of responsible
business-related matters on behalf of
the Board.
• Oversee and monitor the Group’s progress
against its net zero strategy.
• Review diversity and inclusivity data and
approve the Group’s Gender and Ethnicity
2024 Pay Gap Report.
• Review and approve the Group’s Modern
Slavery Statement.
Overview
The Responsible Business Committee
(the Committee) met four times during 2024.
Nneka Abulokwe succeeded David Lowden as
Committee chair on 6 March 2024, with David
remaining as a member of this committee.
Georgina Harvey, Senior Independent Director,
was also a member of the Committee during
2024. Neelam Dhawan, Independent Non-
Executive Director was appointed as a member
of the Committee on 1 January 2025, following
the Nomination Committee’s review of Board
committee membership.
The Committee changed its name from the ESG
Committee to the Responsible Business (RB)
Committee on 1 October 2024 to align with
Capita’s refreshed responsible business strategy.
Responsible Business Committee
time allocation
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Dear Shareholders,
I am pleased to present this report, my first report as chair of the Committee.
Role of the Committee
The Committee oversees Capita’s conduct as a responsible business. During the year, the Committee
focused on responsible business challenges, and providing additional strategic alignment and
oversight, accountability, and guidance.
Focus of the Committee
This Committee provides a forum within which all components of Capita’s responsible business
strategy can be considered on a regular basis.
Responsible business strategy
During 2024, the Committee considered and approved a new responsible business strategy which
has the following four key theme areas:
Our people
• support a safe, healthy, diverse, and inclusive workforce.
Our communities
• have a positive impact on our customers and communities.
Our planet
• reduce our environmental impact.
Our business
• operate ethically, responsibly and securely.
For each theme, the Company identified commitments, KPIs and has existing and planned initiatives
to ensure that we continue to deliver as a responsible business. The Committee monitors progress
of these commitments. For more information about our responsible business strategy visit:
www.capita.com/about-capita/ensuring-sustainable-future-through-responsible-business.
Our people: support a safe, healthy, diverse and inclusive workforce
Culture
In September, our Group People Director of Performance & Development presented to the Committee
on the multi-year programme to rally, reset and embed our culture, which was mobilised in 2024.
This focused on bringing together our senior leadership team through the launch of our Leadership
Playbook, mandating management and leadership development, refreshing our values to launch in
Q2 2025 and the creation of an employee playbook. The Board and this Committee will receive
regular updates and presentations on the progress of our programme to reset and embed our
culture at Capita.
Responsible Business Committee report continued
Strategy:
• Review and approved Capita’s refreshed
responsible business strategy.
• Considered stakeholder feedback from
shareholders, clients, employees,
colleagues and regulators, including review
of the 2023 customer net promoter score.
Net zero:
• Approved an update to Capita’s net zero
targets in February 2024, reviewed progress
against these targets in December 2024.
• Reviewed proposed timeline for Capita’s
low carbon transition planning.
Approval of external RB communications:
• Reviewed and approved the responsible
business section of the 2023 Annual
Report for publication.
Our people:
• Reviewed progress against Capita’s
ethnicity and gender targets.
• Received a presentation from the
Chief People Officer and Group Director
of Performance & Development
on Capita’s people strategy and culture
refresh programme.
• Reviewed the outcome and feedback of the
2023 colleague survey and the employee
net promoter score;
• Reviewed the Board’s engagement
with colleagues.
Health, safety, environmental and wellbeing:
• Received presentations from the Divisional
CEOs on health, safety, environmental
and wellbeing in Capita’s UK and
global businesses.
Policies and procedures:
• Reviewed and approved the Company’s
Modern Slavery Statement on behalf of
the Board.
• Reviewed and approved Capita’s Gender
and Ethnicity Pay Gap Report 2024
Governance
• Discussed the outcome of the annual
evaluation of the Committee.
• Reviewed the terms of reference of
the Committee.
• Considered forthcoming responsible
business legislation, with specific reference
to the Corporate Sustainability Reporting
Directive (CSRD).
Activity in 2024
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Diversity & inclusion
Capita is committed to representation, at all levels of the business, of the diversity of the communities
in which we live.
During 2024, our Executive Team approved challenging targets to improve our ethnic diversity and
female representation in our leadership team levels. The Committee received information on and
discussed Capita’s initiatives to support this commitment, including our RISE (reduce inequality
strive for equality) programme which is a leadership programme for Black, Asian and minority ethnic
employees, as well as female employees, which aims to reduce the representation gap across the
business. In addition, our mutual mentoring scheme pairs junior colleagues from a Black, Asian or
minority ethnic background with senior leaders to enable them to learn from one another.
During the year, the Committee reviewed and approved the Group’s 2024 UK gender and ethnicity
pay gap report. 2024 was the fourth consecutive year that Capita voluntarily published its ethnicity
pay gap. We believe that analysing diversity data and being transparent about the diversity of our
workforce is an important step in moving towards a fairer, more equitable and inclusive workplace.
The 2024 pay gap report showed continued improvement in our gender pay gap, although the
year-on-year improvement was marginal, with the median gender pay gap decreasing by c.0.5%.
Since we started reporting in 2018, our gender pay gap has closed by 10.3%, evidencing
considerable progress over this period. Our focus remains on enhancing female representation
in higher-paid roles and at leadership levels. Our year-on-year succession pipeline is showing
stronger female talent, we recognise that more positive affirmative action is required to further
enhance this progress.
Capita continues to receive accreditations as an equal opportunities’ employer and the Committee
is proud that Capita was once again ranked by Forbes magazine as a top employer for women.
Our ethnicity declaration rate was at 77% at the end of 2024, which is a positive trend. The median
ethnicity pay gap decreased by c.2% during 2024 compared with 2023, with a notable 4% decrease
for Capita’s Black colleagues.
The Group has introduced further diversity, ethnicity, and inclusivity reporting, and is developing
its employee network groups (ENGs) to support the above. During the year, we spent time as
a committee, discussing the Group’s initiatives on how we can improve disability and sexuality
disclosure by our colleagues. We recognise an individual’s right to retain their privacy, however
without this disclosure it is difficult to monitor how successful our initiatives are in improving our
representation across different minority groups.
The Committee recognises the important part the ENGs play in informing our ambition to improve
both female and ethnic representation at senior levels and to increase representation from other
minorities. As Committee chair, I have asked that chairs of the various ENGs attend Committee
meetings when matters of specific relevance to them are being discussed.
Wellbeing of our colleagues
The health, safety, and wellbeing of all our colleagues is a priority for the Committee and the
Company. The Committee received presentations during the year on the health, safety, and wellbeing
of our colleagues both in the UK business and globally. These were based on our new geographically
dispersed operating model, with Public Service being responsible for health, safety, wellbeing and
environmental matters for the UK businesses and Experience being responsible for Capita’s
non-UK businesses.
The Committee was pleased to note that the new operating model is functioning effectively,
with well-defined roles and responsibilities.
Our communities: have a positive impact on our customers and communities
Supplier charter
The Committee received further information from senior management, including via discussion with
the Group Procurement Director on Capita’s supplier charter, particularly to assist our understanding
of how the Company monitors the obligations of its suppliers to adhere to Capita’s Human Rights
Statement and net zero targets. We also discussed changes introduced by the Government to the
UK’s Prompt Payment Code.
Our planet: reduce our environmental impact
Net zero and low carbon transition plan
As detailed in our 2023 report, in early 2024, the Committee considered and approved a proposal
from management to update our targets to become fully net zero by 2045. This recognised that a
significant amount of our carbon emissions originates from our supply chain and that by extending
our target by ten years we have additional time to engage with our suppliers and work with them
to reduce their environmental impact. Our revised targets also reflect and are aligned with the UK
Government’s revised timeline. Our new targets are being validated by Science Based Target
initiative (SBTi), the globally recognised body for climate-related target setting.
In late 2024, the Committee received a presentation from our Group Environmental Manager, on our
plans to develop a low carbon transition plan, which will be a key focus for Capita during 2025. This
is not only an important issue for Capita, it is of increasing importance to our clients, colleagues, and
other key stakeholders. Although not a legislative requirement, our aim is to approve and publish our
low carbon transition plan by the end of 2025.
Capita continues to collaborate with clients to identify new sustainability propositions.
Our business: operate ethically, responsibly and securely
The Committee reviewed and approved Capita’s 2024 Modern Slavery Statement and discussed
changes to the UK’s Prompt Payment Code. Our Board and Audit & Risk Committee received
presentations during the year on cyber security and our data governance programme, which
also includes data privacy.
Colleague engagement
During the year, I was appointed as the designated director for Colleague Engagement. Since
my appointment:
• I have visited Capita’s offices in Cape Town, South Africa, home to our multi-award-winning contact
centre services business. During my visit I met with colleagues for an informal discussion, including
with some of our centre agents who support our Marks & Spencer and Virgin Media O2 contracts.
During my visit I joined the Global Town Hall meeting hosted by Adolfo Hernandez, Capita CEO.
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I also had the pleasure to visit the SOS Children’s Villages, a home and safe environment for children.
This is one of several non-governmental organisations supported by our South Africa team. We recruit
individuals from the Cape Town townships for our internship programme, helping with social mobility
in the area and bringing prosperity. I also visited the township where more than 80% of our
employees live.
• I met with the chairs of four of the Group’s ENGs for an informal discussion.
• On 30 October, I attended and spoke at the Black ENG awards and had the pleasure of
presenting the BEN Star Award, which recognises members who have lived the Capita values.
• I also attended one of the Capita sessions on Pay at Capita, hosted by Georgina Harvey, chair
of the Remuneration Committee.
• I provide a full report to both the Committee and the Board following my discussions with
colleagues, acting as facilitator, ensuring that actions can be taken as appropriate to address
issues raised by our colleagues and that the Board is aware of the views of these colleagues.
I have found these discussions with colleagues rewarding and I thank those colleagues who I have
met for their transparency, honesty, and openness. I look forward to meeting more colleagues during
2025 and visiting further Capita businesses in different geographies. One or more of my fellow
directors will be invited to join me on these visits.
Other matters
During the year, the Committee considered both the CSRD and the UK Sustainability Disclosure
Requirements, noting the actions being undertaken by management to ensure the Group’s
compliance with this new legislation. CSRD aims to provide investors and other stakeholders with
access to more decision-useful information about companies’ sustainability risks, opportunities,
and impacts. CSRD is applicable to our Capita EU Entities in Ireland, Germany, and Poland from
1 January 2025, with first local reporting in 2026.
This will be a continued focus for the Committee during 2025.
The Committee looks forward to reporting more on the above matters and the progress made in our
2025 report.
Dr Nneka Abulokwe, OBE, Chair
Responsible Business Committee
4 March 2025
Responsible Business Committee report continued
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Audit and Risk Committee report
Overview
The Audit and Risk Committee’s (the Committee’s)
terms of reference set out in full the role,
responsibilities and authority of the Committee
and can be found on the Company’s website
at www.capita.com/about-capita/corporate
governance. The terms of reference are
reviewed annually and updated as required.
Role and responsibilities
The Committee is responsible for carrying out
the audit functions as required by DTR 7.1.3R
and assists the Board in fulfilling its oversight
responsibilities in respect of the Company
and the Group. The Committee’s key
responsibilities are:
Financial reporting
To review the reporting of financial and other
information to the Company’s shareholders and
to monitor the integrity of financial statements,
including the application of key judgements in
determining reported outcomes, to ensure they
are fair, balanced and understandable.
Risk management, internal control
and compliance
To review and assess the adequacy of systems
of internal control and risk management and
monitor the risk profile of the business.
Internal audit
To approve the annual internal audit plan, review
the effectiveness of the internal audit function
and review all significant recommendations, and
ensure they are addressed in a timely manner.
External audit
To review the effectiveness and objectivity of the
external audit process, assess the independence
of the external auditor and ensure appropriate
policies and procedures are in place to protect
such independence.
Effectiveness
To report to the Board on how it has discharged
its responsibilities.
1
2
3
4
Audit and Risk Committee
time allocation
“The Committee has a robust plan to evolve
Capita’s internal control framework such that we
will be ready for the introduction of Provision 29
of the 2024 UK Corporate Governance Code.”
Jack Clarke, Chair, Audit and Risk Committee
1. Risk management, internal
control & compliance
30%
2. Financial reporting (incl. external audit) 57%
3. Private meetings with auditors 9%
4. Governance 4%
The time allocation chart is provided for guidance
only and other matters were also considered by
the Committee.
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Dear Shareholders
I was delighted to be appointed as a Director and Chair of the Audit and Risk Committee in October
2024, during a transitional year for the Group, with the Company continuing to demonstrate good
progress against our strategic priorities. I would like to thank Brian McArthur-Muscroft, who chaired
the Committee from July 2022 until my appointment, for his help during my onboarding to the
business and for the full handover of the Committee chair role, ensuring that this transition was
undertaken smoothly.
I would like to give you an overview of the operation and scope of the Audit and Risk Committee
and report on the Committee’s work over the past year.
Risk and control framework
The Committee continued to fulfil its role of supporting the Board in its review of the integrity of the
Group’s financial reporting, monitoring the effectiveness of the Group’s system of risk management
and internal controls, and overseeing the activities of the Group’s internal audit function and its
external auditor.
As detailed below, the Committee continued to monitor the progress of projects to strengthen the
Group’s controls. This included the Group’s project to optimise its existing finance reporting systems.
The Committee also reviewed and approved a plan for evolving Capita’s internal control framework
(ICF). This framework provides a strong blueprint in preparation for compliance with Provision 29 of
the 2024 UK Corporate Governance Code (the 2024 Code), which comes into effect for the Company
on 1 January 2026. Provision 29 of the 2024 Code has strengthened board accountability for the
effectiveness of the Group’s risk and internal control framework and will require the Board to make
an explicit declaration on the effectiveness of the Group’s material controls at the balance sheet date,
including a description of any material controls which have not operated effectively, and the action
taken or proposed to approve them, as appropriate. The Committee acknowledges the work required
to fully embed robust internal control and risk assessment framework. These two projects were a
considerable area of focus for the Committee during the year and will remain a priority for focus
during 2025 and 2026.
In addition, as in prior years, a key control questionnaire process was completed, through which
the Executive Team and their direct reports attest to the operation of a set of specific controls
and activities and their effectiveness in each of their respective areas. This enables management to
develop actions and focus on control areas. The outcome of this process including details of specific
identified actions was presented to the committee. Following completion of this process, the CEO
and CFO confirmed to the committee that an adequate system of internal control operated across
the Group during 2024.
Further detail on the risk management and internal control environment is set out later in this report on
pages 105 and 106.
Controls improvement
The Board and the Committee continue to monitor the progress of the Group’s programmes to
optimise the existing finance reporting systems and improve the Group risk and control framework
and financial controls. These programmes have continued to focus on the simplification of finance
activities and controls, continuing to embed the enterprise risk management framework, and further
rationalisation of our Group legal structure. Key improvements in 2024 include: improving controls
governing access rights to SAP, including privileged access and access conflicts; documenting the
key risks and controls over financial reporting including independent testing by Group Internal Audit
of the design and operating effectiveness of those key financial controls.
In addition, the legal entity rationalisation programme continued to progress well during the year
with the number of legal entities in the Group being reduced by a further 38. On 1 January 2025,
the Group had 92 legal entities compared with 369 in July 2018. The rationalisation programme
is ongoing, with a target of less than 50 Group legal entities by mid-2026.
The Group’s controls activity continued to be supported by a Speak Up policy which facilitates
whistleblowing across the Group with a function dedicated to identifying, preventing and investigating
where inter alia fraud and other concerns have been raised. Further detail is provided on page 107 of
this report.
We also reviewed and discussed the evolving corporate governance reporting requirements,
particularly relating to non-financial reporting and the EU Corporate Sustainability Reporting Directive
(CSRD). Our Responsible Business Committee is also focussing on this matter and monitoring
management’s actions to ensure that our relevant Group legal entities, within the EU will comply
with this new legislation, and further information is contained in their report on page 98.
Committee membership and attendance
During the year, until my appointment as Committee chair in October 2024, the Committee comprised
Brian McArthur-Muscroft as Committee chair, Georgina Harvey, Senior Independent Director and
Chair of the Remuneration Committee and Neelam Dhawan independent non-executive director.
Nneka Abulokwe, independent non-executive director, was appointed as a member of the Committee
on 27 February 2024. From 1 January 2024, the Committee has comprised solely of independent
non-executive directors.
Following a review of Board Committee membership by the Nomination Committee, Georgina Harvey
stepped down as a member of the Audit and Risk Committee on 1 January 2025.
During the year, Brian McArthur-Muscroft advised the Chair that due to additional responsibilities
connected with his executive role as CFO at IQ-EQ he did not consider that he would have the
capacity, going forward, to commit to the additional significant work involved with acting as chair
of this committee. It was therefore agreed that the new independent non-executive director, being
considered for appointment by the Nomination Committee, should have the appropriate financial
expertise to succeed Brian as chair of this committee. Following the Nomination Committee search
I was appointed as independent non-executive director and Committee chair on 9 October 2024.
I am extremely grateful to Brian that, given his wealth of experience in audit committee chair roles at
Capita and prior to that at Robert Walters plc, where he acted as committee chair from 2013 to 2022,
he agreed to remain as a member of this committee.
Audit and Risk Committee report continued
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The Committee is required to include at least one financially qualified member. Both Brian and I are
chartered accountants, with recent and relevant experience. As stated above, Brian is currently
CFO of IQ-EQ, a global investor services company operating in 25 locations worldwide and until
31 December 2024, I was CFO of Essentra plc a FTSE-250 global manufacturer and provider
of essential components and solutions. Prior to this I acted as CFO at Marshall’s plc from 2014
until 2021 and as Strategy Director and then CFO of AMEC (E&I) between January 2010 and
September 2014.
As part of my induction programme, I met with Ian Griffiths, Audit Partner, KPMG, our external auditor,
Capita’s Group Director Financial Control, Group Chief Accountant and Director Internal Audit and
Risk. Further information on my induction programme is provided in the Nomination Committee report
on page 94.
All other Committee members are considered financially literate given their qualifications and
experience. Neelam has held senior positions in Hewlett-Packard, Microsoft, Compaq and IBM with
responsibility for areas including strategy and corporate development. Nneka has previously held P&L
and senior governance and risk responsibilities in the tech industries and was formerly an external
member of the audit and risk committee of the University of Cambridge. Georgina Harvey who
stepped down from the Committee on 1 January 2025 has significant experience across highly
competitive consumer-facing markets. During 2024, Georgina was a non-executive director of
Superdry plc and a member of its audit committee until July 2024, when she resigned as a director.
She is currently a non-executive director of M&C Saatchi Group plc and a member of its audit
committee. Biographies of the directors, including their skills and experience are on page 82 to 83.
To encourage effective communication, in addition to the above members, the Chairman, CEO, CFO,
Chief General Counsel and Company Secretary, Group Director Financial Control and Group Chief
Accountant are invited to attend Committee meetings along with certain members of the senior
management team, the Director Internal Audit and Risk and representatives from KPMG, the Group’s
external auditor. The Director Business Integrity and Financial Crime provides a report at each meeting
to update the Committee on cases reported under the Group’s Speak Up policy and related issues.
Opportunity exists at the end of each Committee meeting for the representatives of the internal and
external audit teams to meet with the Committee in the absence of management and both have
access to the Committee should they wish to voice any concerns outside formal meetings.
Committee performance was assessed as part of the annual Board evaluation, see pages 87 to 88
for more information. The Board is satisfied that the combined knowledge and experience of its
members, both during the year and currently is such that the Committee discharges its responsibilities
in an effective, informed and challenging manner and that, the Committee has competence relevant
to the sector in which the Company operates. The Chief General Counsel and Company Secretary,
or their nominee, acts as Secretary to the Committee and is available to assist the members of the
Committee as required, ensuring that timely and accurate information is distributed accordingly.
How the Committee operates
The Committee has an annual forward agenda to cover the key events in the financial reporting cycle,
specific risk matters identified by the Committee and standing items that the Committee is required
to consider in accordance with its terms of reference. The annual agenda is supported by planning
meetings held in advance of the principal Committee meetings, led by me with the CFO, members of
the Group Finance team and the external auditor. I also meet on a regular basis and separately with
the CFO and Director Internal Audit and Risk. The purpose of these meetings is to identify key issues
impacting the business that may require consideration by the Committee. Reports are received from
Group functions, including risk and internal audit, as appropriate. The Group’s Chief Technology
Officer and/or the Chief Information Security Officer regularly attend Committee meetings to provide
an update on the Group’s cyber and IT resilience. Additional reports are provided as may be required.
I report to the Board the key matters of discussion and make any significant recommendations
as necessary.
How the Committee discharged its roles and responsibilities in 2024
The Committee held five scheduled meetings during the year and attendance at each meeting is
shown on page 87. Meetings are planned around the Company’s financial calendar.
Financial reporting
Accounting judgements and significant accounting matters
As part of the process of monitoring the integrity of the financial information presented in the half-year
results and the Annual Report and Accounts, the Committee reviewed the key accounting policies and
judgements adopted by management to ensure that they were appropriate. The significant areas of
judgement identified by the Committee, in conjunction with management and the external auditor,
together with a number of areas that the Committee deemed significant in the context of the
financial statements, are set out on pages 102 to 104.
Fair, balanced and understandable
At the Board’s request, the Committee considered whether the half-year results and the Annual
Report and Accounts were fair, balanced and understandable, and whether the information provided
was sufficient for a reader of the statements to understand the Group’s position and performance,
business model and strategy. The Committee reviewed both the narrative and financial sections of
the reports to ensure they were consistent and gave a balanced view of the performance of the
business in the year and that appropriate weight was given to both positive and negative aspects.
The Committee also considered the use of alternative performance measures (APMs) and whether
the APMs are appropriate, including any changes to their definition in the period. The Committee
also considered whether the full year announcement was presented clearly.
The Committee considered whether the Annual Report and Accounts enables readers to understand
the Company’s financial position and prospects, as well as assess its going concern status and
longer-term viability.
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Audit and Risk Committee report continued
Significant issues in relation to the financial statements considered by the
Audit and Risk Committee
Going concern and viability assessment
Matter considered
Consideration of the going concern assumption and viability of the Group and Parent Company is
the responsibility of the Board. The Committee conducted an assessment as part of its support role,
given the inherent judgements required to assist the Board in evaluating the resilience of the Group.
Action
The Committee considered the projections within the business plan, agreed by the Board in February
2025, and the key assumptions underpinning the future cash flow and profit forecasts. The Committee
received reports from executive management and KPMG (as part of their standard reporting to the
Committee in the course of performing their duty as statutory auditor) concerning the going concern
and viability assessments, including the key risks identified. These included details on the key
assumptions, in particular the ability of the Group to grow revenues and the ongoing cost reduction
programme, the forecasting process,the committed facilities available, and the mitigations within
direct control of the Group. The Committee also considered the current financing structure of the
Group and forthcoming debt repayments, and therefore the ability of the Group to refinance. The
Committee also considered the risks identified and appraised the severity and plausibility of these
in setting the downside scenario (see section 1 to the consolidated financial statements for details).
The Committee reviewed the disclosures presented in section 1 of the consolidated financial
statements together with the viability statement on page 75 to ensure there was sufficient detail
provided to explain the basis of preparation and the Board’s conclusion.
Outcome
The Committee is satisfied that the analysis presented by executive management and KPMG
provides enough detail to allow a robust assessment of relevant risks and mitigations to be
undertaken. This supported full discussion of the severe but plausible downsides and allowed the
Committee to recommend to the Board that the going concern assumption be applied and the
viability statement be approved.
The Committee is satisfied that section 1 to the consolidated financial statements and the viability
statement on page 75 include proportionate disclosures to inform users of the assessments
undertaken by the Board.
Revenue and profit recognition
Matter considered
There is significant risk on long-term contracts related to revenue recognised from variations or scope
changes, where significant judgement is required to be exercised by management. There is a risk that
revenue may be recognised even though it is not probable that consideration will be collected, which
could be due to uncertainties over contractual terms and ongoing negotiations with clients.
Judgement is also required when customers request scope changes to determine if there is a
contract modification or a contract termination followed by a new contract. Contract terminations can
lead to the immediate recognition of any deferred income being held for recognition in future periods.
Action
The Committee received regular updates on major contracts during the year and specifically reviewed
the material judgements as part of the half-year and year-end close process. The Committee has also
considered the recognition of onerous contract provisions, where appropriate, and the lifetime
profitability of contracts.
To aid the reader, the Company has included a detailed explanation of the Group’s accounting for
long-term contracts (see note 2.1 to the consolidated financial statements).
Outcome
The revenue recognition policy includes disclosure of the significant judgements and estimates in
relation to its application and the Committee is satisfied that these have been properly disclosed.
The Committee is satisfied that the disclosures given within the accounts are sufficient to gain a
proper understanding of the methodology of accounting for revenue across the Group, including
the recognition of deferred income at the balance sheet date. The Committee reviewed the disclosure
and concluded that these provide information that is helpful to allow a fuller understanding of the
application of IFRS 15 to the Group’s contracts.
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Contract fulfilment assets
Matter considered
Costs incurred to deliver a customer contract may be capitalised as contract fulfilment assets (CFAs)
in accordance with IFRS15. Judgements are involved in assessing whether the costs incurred on
a contract or an anticipated contract meet the capitalisation criteria as set out under the standard.
In addition, the amortisation of these assets involves estimation of the expected life of the contract,
and when a contract is in the early years post-inception and undergoing major transformation
activities, the CFAs are at heightened risk of impairment. Judgements are involved in assessing
whether the costs incurred on a contract or an anticipated contract meet the capitalisation criteria
as set out under the standard.
Action
The Committee has considered and challenged the significant judgements and estimates involved
in determining the carrying value of CFAs.
As part of the review of all major contracts, the Committee has also considered the recoverability
of CFAs.
Outcome
The Committee is satisfied that appropriate judgements and estimates have been made in determining
the carrying value of CFAs in these statements is appropriate. The Committee is satisfied that the
accounting policy note provides sufficient clarity as to the policy adopted and that the disclosures
provide information to allow a reader to understand the risks associated with different stages of a
typical long-term Capita contract.
Impairment of goodwill and Parent Company’s investment in subsidiaries, and recoverability of
receivables from subsidiary undertakings in the Parent Company
Matter considered
The Group carries significant asset balances in respect of goodwill related to its acquisition activity.
In addition, the Parent Company carries a material balance of investment in, and receivables from,
subsidiaries in its financial statements. The impairment and recoverability assessments require the
application of judgement concerning future prospects and forecasts. There is heightened judgement
in the determination of future cash flows for the Contact Centre cash generating unit (CGU), mostly as
a consequence of the lower volumes seen in the Telecommunications vertical during the second half
of 2024, which are expected to remain subdued in 2025.
Action
The Committee has challenged the appropriateness of assumptions used to calculate and determine
the existence of impairment. The Committee gave particular consideration to the revenue growth and
cost saving assumptions within the Contact Centre cash flow forecasts.
The Committee has also reviewed the robustness of the assessment of recoverability of receivables
from subsidiary undertakings in the parent company and challenged the appropriateness of
assumptions used to calculate and determine any provisions required.
Outcome
The Committee is satisfied that the impairment of goodwill recognised at 31 December 2024 in
respect of the Contact Centre CGU is as expected given performance of the business.
The Committee is also satisfied that the assumptions, methodology and disclosure in note 3.4 to
the consolidated financial statements are sufficient to give the reader an understanding of the action
taken and the sensitivities within the goodwill balance to a risk of impairment.
Of particular importance to the Committee was the inclusion of sufficient disclosures to set out the
events and circumstances that have led to the impairment charge recorded in the year.
The Committee considered that any impairment of investment in subsidiaries, or any provision against
amounts receivable from subsidiaries, at the Parent Company level were appropriate and properly
accounted for.
The Committee acknowledged the gap between the net assets of the Parent Company and its
market capitalisation. The Committee gave consideration as to why this might be the case and
whether goodwill or assets on the Parent Company balance sheet may be impaired. The factors
considered included: the differing basis of valuations (including that third parties value the services
sector on income statement multiples versus long-term view using a discounted cash flow for the
basis of impairment testing under accounting standards), sum-of-the parts view and the multiples
achieved on recent disposals, general market assumptions of the sector which can ignore the liquidity
profile and specific risks of an entity, and other specific items which impact the market’s view of the
Group at the moment. Taking these points into consideration the Committee is comfortable that there
is no impairment in respect of goodwill or the net assets of the Parent Company to be recognised at
31 December 2024, despite the continuing low market capitalisation of the Company.
Pensions
Matter considered
The measurement of the defined benefit liabilities in respect of defined benefit pension schemes
operated within the Group requires assumptions to be taken on inflation, mortality, corporate bond
yields, expectations of returns on assets and several other key inputs. There is a risk that any one
of these could lead to misstatement of the Group’s liabilities in respect of pension obligations
and the pension charge or movement recognised in the income statement or statement of
comprehensive income.
Action
The Committee reviewed the disclosure as presented in the accounts. The Committee also challenged
the key assumptions and reviewed the sensitivity to changes in some of the key assumptions on a
standalone basis as well as in the context of defined benefit schemes across other external benchmarks.
Outcome
The Committee is satisfied that the estimation of the Group’s pension liabilities and the narrative that
accompanies them gives the required level of information for a reader of the accounts to determine
the impact on the Group of its pension obligations.
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Audit and Risk Committee report continued
Deferred tax assets
Matter considered
The Group carries significant deferred tax assets. The recoverability assessment requires the
application of judgement concerning future prospects and forecasts.
Action
The Committee reviewed the disclosure as presented in the accounts. The Committee also
considered the recognition model adopted, challenged the key assumptions and reviewed the
sensitivity to changes in some of the key assumptions on a standalone basis as well as in the
context of defined benefit schemes across other external benchmarks.
Outcome
The Committee is satisfied with the amount of deferred tax recognised in these financial statements.
The Committee is also satisfied that the assumptions, methodology and disclosure in note 2.6 to the
consolidated financial statements are sufficient to give the reader an understanding of the approach
taken and the sensitivities within the assumptions that could reasonably give rise to a material
derecognition of deferred tax.
Other issues considered in relation to the financial statements
Materiality
Materiality is important in determining the risk attached to any judgement. The Committee considers
the audit materiality set by the external auditor to ensure that the Committee is informed of individual
items above a certain threshold that are most likely to have an impact on the financial statements.
The Committee reviews the external auditor’s report and the individual items that breach the
materiality thresholds and assesses their relative impact on the reported statements. These are:
income statement, statement of comprehensive income; balance sheet; statement of changes
in equity and cash flow; as well as the notes to the accounts.
The Committee requests further clarification from the external auditor, the CFO and Director of
Financial Control as to the nature of these items and also their relative importance in the
financial statements.
After having made such enquiries, the Committee is satisfied that materiality has been applied
correctly in the accounts.
Disclosure of information to the auditor
The directors who held office at the date of the approval of this directors’ report confirm that, so far as
they are each aware, there is no relevant audit information of which the Company’s external auditor is
unaware; and each director has taken all steps that they ought to have taken as a director to make
themselves aware of any relevant audit information required for the audit and to establish that the
Company’s external auditor is aware of that information.
External auditor
The Committee provides a forum for reporting by the Group’s external auditor (KPMG) and it advises
the Board on the appointment, independence and objectivity of the external auditor and on fees
earned for both audit and permitted non-audit work. The Committee discusses the nature, scope and
timing of the audit with the auditor and, in making a recommendation to the Board on external auditor
reappointment, performs an annual, independent assessment of the external auditor’s suitability,
performance and independence.
The external auditor attends meetings of the Committee and provides updates on statutory reporting,
non-audit services and fees, and ongoing audit items.
The external auditor has the opportunity to raise concerns in private session with the Committee
and separately with the chair. Specifically, the Committee asks the external auditor if discussion
of business performance in the strategic report is consistent with the external auditor’s overall
impression of Capita. Any material discrepancies are discussed (refer to the independent auditor’s
report on pages 132 to 153).
Auditor independence
The Committee has a responsibility to put in place safeguards to external auditor objectivity and
independence and the key measures are:
• The CFO monitors the independence of the external auditor as part of the Group’s assessment
of external auditor effectiveness and reports to the Committee accordingly.
• The CFO must approve all non-audit engagements above £5,000 (below this level the Group
Director of Financial Control must approve) – further details are set out in the section below
on non-audit services. The Committee reviews non-audit fees twice a year and considers
the implications for external auditor objectivity and independence.
• The external auditor must confirm its independence to the Committee every six months.
Ensuring conflicts of interest are avoided is a fundamental criterion in the selection of any external
auditor. Such conflicts may arise across public and private sector clients, and in key supplier
relationships. They are a key factor in the award process for an external audit assignment.
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Non-audit services and fees
The Company’s policy on auditor independence describes the non-audit services that may
be procured from the auditor. Permitted non-audit services include those required by laws and
regulations, or where it is more practical for the external auditor to perform the service (eg review of
interim results, reporting accountant role related to certain public company transactions, and audit
and other assurance services related to public reporting on other information issued by Capita, such
as reports on information in the front of the annual reports not covered by the auditor’s report on the
financial statements).
Under the policy, which is reviewed annually, executive management has discretion to engage the
auditor for non-audit services but the nature of such assignments and associated fees must be
reported regularly to the Committee. All assignments require approval from the CFO where the fee
exceeds £5,000 (below this level the Group Director of Financial Control must approve). Where the
fee exceeds £150,000, the Committee Chair is also required to approve the assignment, and above
£350,000 the Committee’s approval is required. Where executive management has any concern
that a proposed assignment might threaten the auditor’s independence, this is discussed with the
Committee chair.
Total non-audit fees during the year were £1.3m and related to the review of interim results, ISAE
3402 assurance reporting on controls operating by a subsidiary, ISAE 3000 assurance reporting
over non-financial metrics reported within the Annual Report and Accounts, and services as reporting
accountant for the disposal of Capita One Limited. The Committee was satisfied that the services
provided were in accordance with the Company’s policy on auditor independence. Further details
are provided in note 2.3.2 to the consolidated financial statements.
External auditor performance
The Committee discussed regularly the performance of KPMG during the year, which included a review
of the effectiveness and quality of the audit process, audit planning and a formal post-audit evaluation.
The formal evaluation comprises separate assessments by both management and the Committee
of the auditor’s role, activity and performance including:
• Calibre and risk profile of the audit firm;
• Audit governance, independence and objectivity;
• Audit scope and strategy;
• Audit team and relations with management and business; and
• Audit communications and resolution of audit issues.
The Committee concluded that KPMG demonstrated professional integrity and objectivity, was
effective, and that there was adequate scepticism and challenge on the key judgements adopted by
management, in particular those relating to the going concern assumption. The Committee was also
satisfied that KPMG remained independent of the Group.
Financial Reporting Council: audit quality inspections
Each year, the Audit Quality Review team (AQR) of the FRC issues a report that sets out the principal
findings arising from the audit quality inspections conducted in the previous calendar year across a
sample of audits for all major audit firms. The AQR’s objective is to monitor and promote improvements
in the quality of auditing. The report highlights improvements required to promote audit quality, and
areas of good practice. The FRC publishes separate reports on the individual firms, including KPMG.
The Committee received a presentation from the KPMG lead audit partner on the findings from the
FRC Audit Quality Inspection Report for KPMG.
External auditor reappointment
Following a robust and rigorous audit tender process in 2018, the Committee and Board
recommended the reappointment of KPMG LLP as the Group’s auditor and this was approved
by shareholders at the 2019 AGM. KPMG was first appointed in 2010, initially as KPMG Audit plc.
The lead audit partner is rotated on a five-yearly basis. The current lead audit partner rotated onto the
audit following the completion of the 2021 audit in March 2022.There are no contractual obligations
which restrict the Committee’s choice of auditor.
Under the requirements of the Statutory Audit Services Order and the EU Audit Directive and Audit
Regulation, the provision of audit services should be retendered every 10 years. The complex nature
of the Group requires that a knowledge base is built up year on year by the incumbent to ensure that
the external audit is conducted with a proper understanding of the Group’s operations and the nature
of the risks that it faces. This is an important factor in ensuring audit quality. The Group has complied
with the provisions of the Statutory Audit Services Order.
A resolution to reappoint KPMG as the external auditor of the Company will be put forward at the
forthcoming annual general meeting. If approved, KPMG will hold office from the conclusion of this
meeting until the conclusion of the next general meeting at which accounts are laid before the
Company, and its remuneration will be determined by the Committee.
Review of risk management and internal control
Responsibility for reviewing the effectiveness of the Group’s risk management and internal control
systems is delegated to the Committee by the Board.
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Audit and Risk Committee report continued
Effectiveness and efficiency of risk management
During the year, the Committee considered the Group’s principal risks and reviewed the Group’s risk
appetite. The Group’s risk appetite statement is set over a three-year horizon to align with the Group’s
business planning and viability reporting processes. However, it is reviewed annually to ensure it
remains fit-for-purpose and aligned with our strategic objectives. The principal risk assessment also
considered any emerging risks that would threaten Capita’s business model, future performance,
solvency, or liquidity. The assessment process included regular engagement with the Executive
Team members accountable for the management of risk falling under their remit.
The Committee received reports on the following themes during the year:
• Finance transformation.
• Internal controls framework.
• Cyber and information security.
• IT resilience.
• Data governance:
• Code of conduct matters, including fraud and other matters raised under the Group’s Speak Up
policy; and
• Legal, regulatory and litigation matters
In addition, the Committee receives regular updates from the Group’s executive risk and ethics
committee (EREC). EREC supports the Committee and is responsible for identifying, assessing,
overseeing and challenging principal risks across all Capita’s unregulated businesses. EREC is
comprised of the Executive Team and the Director Internal Audit and Risk.
The Committee recognises the importance of the Group’s financial services businesses and the need
for specific oversight, to manage and mitigate regulatory risks associated within those businesses.
This oversight is provided by the financial regulated entities oversight committee (the FREOC).
The FREOC is chaired by an independent non-executive director, supported by specialist risk
and compliance professionals, who provides regular updates to the Committee
The Committee continued its increased scrutiny of the Group’s cyber security given the cyber incident
in late March 2023, receiving regular presentations from the Chief Technology Officer (CTO) and
the Chief Information Security Officer (CISO) on the Group’s cyber transformation programme and
challenging management on their assessments. In addition, given the importance of this issue to the
Company the CTO and CISO also presented to the Board. The Committee was pleased to note the
improvement in the Group’s National Institute of Standards and Technology (NIST) cyber maturity
score, following assessment from an independent third party. This remains a principal focus for the
Committee and the CTO and CISO will continue to attend committee meetings on a regular basis to
present to the Committee. In addition, the Chief Data Governance Officer, who also presented to the
Board during the year, provided a paper to the Committee on the Group’s data maturity and actions
being taken to further improve the Group’s capabilities. Capita has adopted the Data Management
Association (DAMA) model which is a comprehensive framework for data governance standards
and practices. The DAMA framework is being used within Capita to continuously improve our
data management competence, processes, technology, and skills.
In December, Claire Denton, Chief General Counsel provided an annual update to the Committee
on regulatory, employment and litigation matters. Claire is also the Company Secretary and attends all
Committee meetings and is available to answer questions from the Committee on any of these matters.
Effectiveness and efficiency of financial controls
Detail on the status of internal financial controls is in the risk management and internal control section
of this report and can be found on pages 68 to 74. As detailed on page 100 further improvements to
the Group risk and control framework, including financial controls were delivered during the year.
The Committee concluded that the Group risk and control framework, including financial controls
could be relied upon to be materially effective, noting that further improvements to the Group risk and
control framework are planned for 2025 to ensure that financial controls are appropriately efficient for
a Group of the scale and complexity of Capita.
Further information on the Group’s risk management and internal control process is set out on
pages 68 to 74.
Internal audit
The Group internal audit function has an administrative reporting line to the CFO and an independent
reporting line to the Chair of the Committee. The function has in place a co-sourcing arrangement
which adds expertise and breadth to the work of the inhouse audit team. The function is led by the
Director Internal Audit and Risk who is also responsible for the Group’s non-regulated business risk
function. Regulated business risk is the responsibility of the CEO, Capita.
The 2025 internal audit plan was approved by the Committee in February 2025. The plan
focuses on the following four categories (i) risk-based audits recommended for processes,
projects or programmes that have known issues with the aim of understanding their cause and
impact; (ii) advisory reviews used to evaluate the risk and control framework for processes, project or
programmes that are not yet mature and therefore do not meet the criteria for an audit; (iii) thematic
audits performed over core organisational processes that require regular checks to gain assurance
that they continue to operate effectively and (iv) progress assurance with the objective to provide
real-time assessment and advice regarding risks and controls for in-flight or emerging initiatives to
enable issues to be addressed as activities progress. Key areas identified for audit during 2025
included contract delivery and sales pipeline management.
In addition to planned audits and reviews, internal audit will continue to drive Phase One of our
Internal Controls Framework project. This will include ten ICF reviews which will cover all nine of
the Company’s principal risks and financial disclosure, fraud and entity level controls.
Conducting cyclical audits over these risks and processes provides better insight into how risk is
being managed and provides comparison across business units. The plan is structured to be flexible;
to provide assurance over core ‘business as usual’ activities aligned to our principal risks; and, to offer
continued support for ongoing change activities.
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Throughout the year, the Group internal audit function provides written reports to the Committee
on the work carried out to date and the in-flight work to be completed, together with oral updates.
An annual report is provided each year summarising the key matters arising. Reports set out controls
and process weaknesses identified during the work, together with any recommendations for action.
In all cases, management responded with appropriate actions to mitigate the associated risks.
The Committee reviews management’s response to the matters raised and ensures that any action
is commensurate with the level of risk identified. The Committee receives regular status updates
on identified actions and provides robust challenge. Key actions taken following the conclusion of
specific audits, included improvement in training of personnel, additional review sessions to ensure
compliance with certain processes and procedures and improvement of governance and oversight
in specific areas.
Through regular interaction between the Committee and the Director Internal Audit and Risk, as well
as reports received from the function, the Committee can assess and satisfy itself that the Group’s
provision of internal audit is effective.
Anti-bribery and corruption
Capita has a Group-wide anti-bribery and corruption policy, which complies with the Bribery Act
2010. Procedures are reviewed periodically to ensure continued effective compliance in Group
businesses around the world.
The Internal Control Framework (ICF) Project
As detailed in my introduction the ICF project is a significant initiative within Capita to comply with
Provision 29 of the 2024 Code. The project, which is being executed in two phases, aims to ensure
the effectiveness of the Group’s risk management and our internal control framework. Phase One is
focussing on identifying and mapping material business processes and documenting material controls
to meet the 2024 Code’s requirements. The Committee receives regular updates on the progress of
the ICF project from the Director Internal Audit and Risk and remains a key focus for the Committee.
Economic Crime and Corporate Transparency Act
The Committee also focused on the Economic Crime and Corporate Transparency Act (ECCTA)
which comes into effect in the UK on 1 September 2025. The Committee received regular updates
on actions being taken by the Company to ensure compliance with ECCTA which requires businesses
to implement fraud prevention controls to defend against corporate liability. The key controls include
top-level commitment, risk assessment, proportionate risk-based prevention procedures, due
diligence, communication, including training, and monitoring and review. The Committee will continue
to focus on this matter and the progress of this project which aims to ensure that all key controls are
in place by the required timeline. The project to implement the ECCTA will support our ICF project and
will also strengthen Capita’s bribery controls. We will provide an update on this matter in our 2025
Committee report.
Code of Conduct and Speak Up
The Code of Conduct sets the standard of how Capita operates. Our Code of Conduct training is
mandatory for all Group employees including Capita plc directors. The Speak Up policy provides a
framework for concerns to be raised in a responsible and effective manner. Capita uses a third party
Speak Up platform to facilitate individuals raising concerns. Where concerns are raised, they are
escalated to the Business Integrity team within Capita for further assessment and investigation.
This ensures that concerns are addressed in a manner independent of a colleague’s business area.
The Group Director Business Integrity and Financial Crime attends meetings of the Committee
and provides regular updates on matters under his remit, including on issues reported under the
Company’s Speak Up policy, including an update on the current level of reported cases. The number
of cases reported under the Company’s Speak Up policy slightly reduced in 2024 compared to 2023.
Engagement with colleagues will continue into 2025 to raise awareness of the available reporting
channels, with a focus on improving reporting numbers and addressing local issues in specific
jurisdictions. This includes focused communication and town hall sessions in India, Ireland,
Switzerland, and Bulgaria to enhance awareness and engagement of our colleagues within these
jurisdictions. In addition, focused videos will be made available globally to emphasise the importance
of our Speak Up policy, and regular communication and training sessions are planned to build
awareness of the Speak Up process and its importance within the Group.
During the year, the Chief General Counsel and Company Secretary and the Group Director Business
Integrity and Financial Crime, met with the chairs of our employee network groups to discuss the use
of Speak Up throughout the Group and what further actions could be taken to raise the profile of
Speak Up to ensure that it is being used effectively.
This is an area of continued focus for the Committee. Oversight of these arrangements is a matter
reserved to the Board, and during the year Brian, in his capacity as committee chair, provided regular
updates on the operation of the policy to the Board, a practice which I will continue.
I look forward to updating shareholders on matters detailed above in the 2025 committee report.
Jack Clarke, Chair
Audit and Risk Committee
4 March 2025
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Directors’ remuneration report
Remuneration Committee
membership and attendance
From 1 January 2025, the committee comprises
three independent non-executive directors
and the Chairman (considered independent on
appointment). The number of formal meetings
held and theattendance by each member is
shown inthetable on page 87.
The committee also held informal discussions
asrequired. The Chief General Counsel and
Company Secretary acts as secretary to
the committee and is available to assist
the membersof the committee as required,
ensuringthat timelyand accurate information
isdistributed accordingly.
The committee’s terms of reference set out
therole, responsibilities and authority of the
committee and can be found on the Company’s
website at www.capita.com/investors.
Thesearenormally reviewed, and updated
whereappropriate, on an annual basis.
• The annual statement summarises
howthe committee discharged its roles
and responsibilities in respect of 2024
and the proposed implementation
ofthedirectors’ remuneration policy
(thepolicy) for 2025.
• A summary of the policy which
wasapproved by shareholders
atthe2024 AGM. No changes
areproposed for 2025.
• The annual report on remuneration
setsout how the remuneration policy
was implemented in respect of the year
under review and explains how the policy
will be operated for 2025.
The directors’ remuneration report
(excluding the policy) will be subject
toanadvisory shareholder vote
atthe2025AGM.
1
2
3
4
5
6
7
Remuneration Committee approximated time allocation
1. Governance 6%
2. Executive directors & executive team remuneration 13%
3. Annual bonus plan 33%
4. Long term incentives 19%
5. Wider workforce 13%
6. Policy review & shareholder views 10%
7. Committee time only 6%
“Following the renewal of our remuneration policy
at the 2024 AGM and noting the recently appointed
CEO and CFO, no changes are proposed for 2025
as the new leadership team focuses on delivering
our financial targets and creating sustainable
value for stakeholders.”
Georgina Harvey, Chair,
Remuneration Committee
This report is split into three sections:
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Dear shareholder,
I am pleased to present the directors’ remuneration report for the year ended 31 December 2024.
In 2024, Capita unveiled its forward-looking medium-term targets and demonstrated momentum
against its strategic priorities to deliver a Better Capita, with new leadership at the helm, which
this year delivered a 50 bps improvement in operating margin, significantly improving the Group’s
customer net promoter score and launching a number of AI products which are already delivering
to clients.
The committee’s focus in2024 has been centred on:
• Operating our remuneration policy as approved by shareholders at the 2024 AGM;
• Agreeing the remuneration arrangements in respect of senior joiners and leavers; and
• Colleague development and workforce strategy: completing the multi-year rollout of our
careerpathframework incorporating job sizing and market-informed job pay ranges
todelivertransparency onpay throughout the Group.
Details of the committee’s approach to remuneration in 2024, and the proposed implementation
ofthe policy for 2025, are set out below.
How the committee operates
The committee has an annual agenda covering the key planning and decision events in the annual
remuneration cycle. Each meeting is supported by an agenda setting discussion held in advance
withthe committee Chair, Chief People Officer and Group Reward Director, to identify issues affecting
remuneration that may require consideration by the committee. Regular reports, including updates
oncorporate governance and regulatory developments, are received from the committee’s advisor.
Ateach committee meeting the members may receive other reports and presentations covering
widerworkforce arrangements which include the annual pay review, wider workforce strategy,
incentive scheme arrangements, gender pay and ethnicity reporting, engagement on how executive
remuneration aligns with wider company pay policy, salary proposals for members of the senior
teamand approval of remuneration packages for new members of the executive team.
Committee activities
The key workstreams of the committee during the year included:
• Assessing the performance underpin in respect of the Restricted Share Awards (RSAs)
heldbyexecutive directors which were granted in 2021 with a 2024 vesting date;
• Agreeing the annual bonus outturn for the year ended 31 December 2023;
• Agreeing 2024 RSA levels;
• Agreeing the design and targets for the 2024 annual bonus;
• Determining the remuneration arrangements for senior management leavers/joiners,
includingtheremuneration arrangements in respect of Tim Weller’s retirement as CFO
andtheappointment of Pablo Andres as his successor;
• Consideration of executive pay arrangements and alignment with those for the wider workforce;
• Ongoing workforce engagement in respect of executive remuneration; and
• Receiving progress updates in respect of the implementation of wider workforce strategy
onpayand progression (career path framework).
In addition, the committee has ensured that the remuneration policy and practices are consistent
withthe six factors set out in Provision 40 of the 2018 UK Corporate Governance Code (the Code):
Clarity – our policy is well understood by our senior management team and has been clearly
articulated to our major shareholders and representative bodies (both on an ongoing basis
andduringthe detailed consultation exercise in respect of the last policy review).
Simplicity – the committee is mindful of the need to avoid overly complex remuneration structures,
which can be misunderstood and deliver unintended outcomes. A key objective of the committee
istoensure our executive remuneration policies and practices are straightforward to communicate
and operate.
Risk – our policy has been designed to ensure that inappropriate risk taking is discouraged and will
not be rewarded via: (i) the balanced use of both short-term incentives and long-term share awards;
(ii) the significant role played by equity in our incentive plans (together with in employment and post
cessation shareholding guidelines); and (iii) malus/clawback provisions and the committee’s ability
touse discretion to adjust vesting levels.
Predictability – our incentive plans are subject to annual individual limits, with our share plans
alsosubject to a share dilution limit.
Proportionality – there is a clear link between individual awards, delivery of strategy and our
long-term performance through performance conditions or underpins applied to the annual
bonusplan and RSAs. In addition, the significant role played by incentive/at-risk pay, together
withthestructure oftheexecutive directors’ service contracts, ensures that poor performance
isnotrewarded.
Alignment to culture – our executive pay policies are fully aligned to Capita’s culture, including
elements of fixed pay (executive director pension provision is aligned with the workforce) and through
the use of performance metrics that measure how we perform against our financial and non-financial
KPIs. RSAs further increase alignment to Capita’s responsible business strategy by offering
anarrower range of value outcomes.
Annual statement
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Remuneration for 2024
A summary of the approach to remuneration in 2024 is as follows:
Fixed remuneration
• The CEO and CFO were appointed on base salaries of £700,000 and £450,000 respectively,
inboth cases lower than those of their predecessors (£748,000 and £545,000 respectively).
• No changes were made to benefit provision and executive directors continued to receive
aworkforce-aligned pension allowance (5% of salary) in line with other employees.
Annual bonus for 2024
• Annual bonus continued to be capped at 200% of salary for the CEO and 175% of salary
fortheCFO (pro-rated from their respective joining dates). In addition, the previous CFO was
eligiblefor a pro-rated 2024 annual bonus up to the date he stepped down from the Board.
• Following the appointment of the new CEO, the committee agreed to defer the finalisation
oftheannual bonus targets by a number of months until the CEO had carried out a review
ofthebusiness and the Capital Markets Day (CMD) had been completed. Following the CMD
andreflecting the importance of improving profitability and delivering sustainable cash generation,
the committee agreed that the 2024 annual bonus would be based on profit before tax (PBT), free
cash flow and revenue weighted 40%, 50% and 10% respectively (totalling 80% of maximum
bonus) anda key customer-based strategic objective (totalling 20% of maximum bonus).
• Following a review of performance against the annual bonus targets, annual bonuses of 29.28%
of the maximum wereawarded to the new CEO, the new CFO and the outgoing CFO (pro-rata to
appointment/stepping down) in respect of the year ended 31 December 2024. While free cash flow
and revenue performance were below threshold, PBT performance was between threshold and
target and the customer based strategic objective was met in full.
• Further details in respect of the annual bonus performance assessment are set out on page120.
Restricted Share Awards
• RSAs granted to Jon Lewis and Tim Weller in April 2022, which were due to vest in April 2025,
lapsed in full post year end following the application of the total shareholder return (TSR) underpin.
• RSAs were granted under the Capita Executive Plan in May 2024 at 125% of salary for the new CEO.
This reflects a reduction compared to the former CEO’s RSA level given the new CEO’s lower salary
(£700,000 versus £748,000 paid to the former CEO) and lower award as a percentage of salary
(i.e. 125% of salary versus 150% of salary). RSAs were granted in September 2024 at 50% of salary
for the new CFO which was a pro-rated from the normal 100% ofsalary award level to reflect his
mid-year appointment. The former CEO and CFO were not eligible to receive 2024 RSAs. Further
details of the 2024 RSAs are set out in the annual report onremuneration.
Total remuneration
• The committee is satisfied that total remuneration paid to the executive directors in respect of 2024
was appropriate in the context of the shareholder and broader stakeholder experience.
Use of discretion
The committee retains the right to exercise discretion to override formulaic outcomes and ensure that
the level of bonus and/or share award payable is appropriate. It may also use its judgement to adjust
outcomes to ensure that any payments made reflect overall Company performance and stakeholder
experiences more generally. Where discretion is exercised, the rationale for this discretion will be fully
disclosed to shareholders in the relevant annual report. A summary of the discretion exercised by the
committee over the last five years, is set out below:
2020 2021 2022 2023 2024
Annual bonus In light of the impact of Covid-19, the
annual bonus plan was withdrawn
for 2020 for the executive directors
(plus the executive committee and
selected senior managers) before
the targets were agreed.
No committee
discretion exercised.
Annual bonus awards for the
CEO and CFO for the year ended
31 December 2022 were reduced
from 69% to 60% of the maximum,
see page 115 of the 2022
annual report.
No committee discretion
exercised (albeit it should be
noted that the committee accepted
management’s proposal not to pay
an annual bonus for 2023).
No committee discretion exercised.
Share awards 2020 LTIP award levels were
reduced by around 70% compared
with normal grant levels. In addition,
and to reflect underlying financial
and operational performance, the
committee applied downward
discretion when assessing
thevesting of the 2018 LTIP.
2021 RSA levels were reduced
from the normal policy grant level
by around 17%.
The 2022 RSA level for the CEO
was reduced from the normal
award level of 150% of salary to
100% of salary, see page 116
of the 2022 annual report.
No committee discretion exercised. No committee discretion exercised.
Directors’ remuneration report continued
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Board changes in 2024
Adolfo Hernandez replaced Jon Lewis as CEO and executive director on 17 January 2024.
Theremuneration arrangements relating to Jon Lewis’s retirement and the appointment of
AdolfoHernandez are presented on page 114 of last year’s Annual Report and Accounts.
As per the announcement on 2 May 2024 in respect of Tim Weller’s retirement, Tim stepped down as
CFO and an executive director on 9 August 2024. Pablo Andres was appointed CFO designate and
an executive director on 15 July 2024 and was appointed CFO on 9 August 2024. The remuneration
arrangements relating to Tim Weller’s retirement and the appointment of Pablo Andres are set out
on page 123.
Jack Clarke was appointed as a non-executive director on 9 October 2024. Jack was also
appointed chair of the audit and risk committee succeeding Brian McArthur-Muscroft who remains
an independent non-executive director. Nneka Abulokwe was appointed chair of the responsible
business (RB) committee in March 2024.
Remuneration for 2025
The committee’s intended approach to the implementation of the policy for 2025 is set out below.
Fixed remuneration
• No base salary increases will be awarded to the executive directors during 2025.
• No significant changes will be made to benefit provision and executive directors will continue
to receive a workforce-aligned pension allowance (5% of salary) in line with other employees.
Annual bonus for 2025
• Maximum annual bonus potential will continue to operate at 200% (CEO) and 150% (CFO) of salary.
• The financial performance metrics will continue to be based on profit before tax, free cash flow and
revenue targets (weighted 40%, 50% and 10% respectively) and totalling 80% of bonus potential.
The remaining 20% will be based on strategic/individual objectives incorporating customer,
colleague, AI growth and leadership targets.
Restricted Share Awards
The 2025 RSAs to be granted to executive directors in 2025 will:
• be set at a maximum of 125% of salary for the CEO and 100% of salary for the CFO;
• vest after three years from the grant date, subject to continued employment, satisfactory individual
performance and a positive assessment of performance against the underpins (including three-year
TSR to be positive). No shares can normally be sold until at least six years from grant, other than
those required to settle any taxes.
The actual number of shares under award will be determined just prior to the date of grant and those
details and the underpins that will apply to the awards will be set out in the RNS issued immediately
following grant.
Shareholder views
The committee engaged with Capita’s major shareholders and the main representative bodies
inadvance of the 2024 AGM in respect of the renewal of the remuneration policy and our major
shareholders confirmed that they were supportive. As such, no changes were made to the proposals
following consideration of the feedback received and the committee was pleased with the high level
ofshareholder support in respect of the remuneration-related resolutions at the 2024 AGM.
Employee engagement and workforce strategy
In 2024, our new CEO Adolfo Hernandez placed significant emphasis on engaging with our colleagues
globally. Through regular site visits, which included colleague/CEO forums and more regular use
ofViva Engage, all colleagues got an improved opportunity to feedback to the CEO and executive
team directly. Adolfo and the executive team regularly communicated with all employees through
newsletters, emails, Viva Engage and our first ever global townhalls (held virtually). Also included were
the announcement of our 2023 financial results, our CMD and mid-year trading update – all of which
our colleagues were invited to join. Employees are able to submit any questions about the company,
including in relation to the directors’ remuneration policy and report, pay and benefits, both online
andduring live employee briefings.
The committee has an established process of engaging with the workforce on how executive
remuneration aligns with wider company pay policy, in compliance with the Code. The purpose
andcontent of the sessions are clearly articulated and publicised to encourage a wide range of
attendees and questions. A session was held with the chairs and co-chairs of the Capita employee
network groups and members of the leadership council in 2024. In addition, a further session was
held with a cross-section of employees from different levels, divisions and territories within the Capita
Group. Both sessions were chaired by Georgina Harvey and covered: the work of the committee;
executive pay in the UK and at Capita; how executive remuneration is linked to performance; wider
workforce pay policy and how this is linked to Capita executive pay policy including how each
element of the remuneration package cascades down the business; transparency on pay within
Capita andfuture pay strategy. These sessions provide an opportunity for questions and answers
and theprovision of feedback is encouraged. Further workforce engagement sessions will take
place during 2025 following a similar structure although it is proposed that sessions will be held face
tofacewhere possible and a separate further session with the senior leadership team is also planned.
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Following the decision to change the constitution of the Board from January 2024, there is no longer
an employee non-executive director. The Board agreed that it would be appropriate to consider a
wider level of engagement with colleagues including site visits to meet with local management and
colleagues at Capita’s businesses. Nneka Abulokwe was appointed as the designated non-executive
director to engage with our colleagues in February 2024. Details of the work she has undertaken in
this role during 2024 is set out in the Responsible Business section of the Annual Report on page 48.
The committee takes a keen interest in wider workforce strategy on pay and development.
During2024, the committee has received presentations on progress in establishing a global reward
framework for Capita. This has been a multi-year project and the Capita career path framework
forallglobal colleagues was completed during the year. Further detail is included in the Responsible
Business section of the Annual Report on page 43. The committee acknowledges the significant
improvements made in the wider workforce pay environment at Capita in recent years and will
continue to monitor the ongoing strategy as part of the annual committee agenda.
The committee considers that our remuneration policy approved by shareholders at the 2024
AGMcontinues to remain appropriate and was pleased with the level of support it received
atthe2024 AGM.
I hope you find this report to be clear and helpful in understanding our remuneration practices
andthat you will be supportive of the advisory vote to approve the annual report on remuneration.
Finally, I would like to thank our shareholders for their ongoing support.
Georgina Harvey, Chair
Remuneration Committee
4 March 2025
Directors’ remuneration report continued
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Capita plc Annual Report and Accounts
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This part of the remuneration report sets out a summary of our remuneration policy which was
approved by shareholders at the 2024 AGM. The full policy approved by shareholders at the 2024
AGM is presented in the Annual Report and Accounts 2023. No changes to the policy are proposed
for 2025. The information provided in this section of the remuneration report is not subject to audit.
Responsibilities and activities of the Remuneration Committee
The committee is responsible for determining and agreeing with the Board the remuneration policy
forthe executive directors, executive team members, and the Chief General Counsel and Company
Secretary role, including setting the overarching principles, parameters and governance framework
and determining each remuneration package. In addition, the committee reviews remuneration
forthewider workforce and related policies and the alignment of incentives and rewards with culture.
The committee also sets the Chairman’s fee.
In setting the remuneration policy for the executive directors, executive team members and the
ChiefGeneral Counsel and Company Secretary role, the committee ensures that the arrangements
are inthe best interest of both the Group and its shareholders, by taking into account the following
general principles:
• To ensure total remuneration packages are simple and fair in design so that they are valued
byparticipants;
• To ensure that total remuneration strongly reflects performance;
Directors’ remuneration policy
• To balance performance-related pay between: the achievement of financial performance objectives
and delivering sustainable performance; creating a clear connection between performance and
reward; and providing a focus on sustained improvements in profitability and returns; and
• To provide a material proportion of remuneration in shares, allowing senior management to build
asignificant shareholding in the business and, therefore, aligning management with shareholders’
interests and the Group’s performance, without encouraging excessive risk taking.
Consideration of shareholder views
The Company is committed to maintaining good communications with shareholders. It considers
theAGM to be an opportunity to communicate with shareholders, giving them the opportunity
toraiseany issues or concerns they may have. In addition, the committee seeks to engage
directlywith major shareholders and the main representative bodies, should any material changes
beproposed to the policy.
Consideration of our people
When determining executive director remuneration policy and practices, the committee reviews
workforce remuneration and related policies and the alignment of incentives and rewards with culture
to ensure that workforce pay and conditions are taken into account when setting the pay of executive
directors and senior management.
Remuneration policy table
The following table sets out the key aspects of the policy.
Base salary
Purpose and link tostrategy Operation Maximum opportunity Performance framework
To attract and retain talent byensuring base
salaries aresufficiently competitive
Normally reviewed annually. Thecommittee may award
salaryincreases at other times of the year if it considers
ittobeappropriate. The review takes into account:
• Salaries in similar companies and
comparably-sized companies
• Remuneration policy
• Economic climate
• Market conditions
• Group performance
• The role and responsibility ofthe individual director
• Employee remuneration across the broader workforce.
There is no prescribed maximum monetary annual
increase to base salaries. Anyannual increase in salaries
isat the discretion ofthe committee, taking intoaccount
the factors stated inthis table and thefollowing principles:
• Salaries would typically beincreased at a rate consistent
with the average salary increase (inpercentage of salary
terms) for the broader workforce.
• Larger increases may beconsidered appropriate
incertain circumstances (including, but not limited to,
achange in an individual’s responsibilities or in the scale
of their role orin the size and complexity of the Group).
• Larger increases may also beconsidered appropriate
ifadirector has been initially appointed to the Board
atalower than typical salary.
Individual and business performance are
considerations in setting basesalaries.
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Benefits
Purpose and link tostrategy Operation Maximum opportunity Performance framework
Designed to be consistent with benefits
available to employees in the Group.
Benefits may include car allowance, private medical
insurance, travel and property hire. Executive directors
canalso participate in all-employee share plans.
The committee has discretion to add additional benefitswhich
are not currently provided, such asrelocationexpenses.
Benefit provision varies between different executive
directors. While there is no maximum level set by the
committee, benefits provision will be set at a level the
committee considers appropriate and be based on
individual circumstances.
Participation in the Company’s HMRC-approved
all-employee share plan will be limited by the maximum
level prescribed by HMRC.
Not performance-related.
Pension
Purpose and link tostrategy Operation Maximum opportunity Performance framework
Consistent with benefits available to
employees in the Group.
Pension contributions are paid into the Group’s defined
contribution scheme and/or as a cash allowance.
5% of salary. Not performance-related.
Annual bonus
Purpose and link tostrategy Operation Maximum opportunity Performance framework
Performance measures are selected to
focus executives on delivery of the Group’s
business plan for the financial year.
The bonus measures and targets are reviewed annually to
ensure that bonus opportunity and performance measures
are appropriately stretching and continue to support the
business plan.
Performance against targets is reviewed following
completionof the final accounts for the period under review.
50% of any bonus earned (net of tax) is normally delivered
inshares deferred for three years, with the remainder delivered
in cash or deferred shares at the executive director’s discretion.
An additional payment may be made at the time of vesting
inrespect of dividends that would have accrued on deferred
shares during the deferral period.
Malus and clawback provisions apply to all annual bonus
anddeferred bonus share awards for a period of up
tothreeyears after the determination of the annual bonus.
200% of salary. Performance is normally measured over a one-year
period relative to challenging targets for selected
measures ofGroup financial, strategic and/or
individual performance.
The majority of the bonus will be determined
bymeasure(s) of Group financial performance.
A sliding scale is set for each Group financial measure:
50% of the bonus will be paid attargetperformance,
increasing to 100% formaximum performance.
Any bonus payout is ultimately at the discretion
ofthecommittee, and the amount ofany bonus
thatwould be determined based on performance
maybe reduced ifthe committee believes this better
reflects the underlying performance of Capita over
therelevant period.
Restricted share awards
Purpose and link tostrategy Operation Maximum opportunity Performance framework
Designed to reward and retain executives
overthe longer term, while aligning their
interests with those ofshareholders.
To link reward tolonger-term performance.
To encourage share ownership.
Awards normally vest after three years from grant and,
oncevested, shares may not normally be sold until at least six
years from the grant date (other than to pay relevant taxes).
Dividends or dividend equivalents may accrue over
thevestingperiod and any holding period but only
totheextentawards vest.
Malus and clawback provisions apply to awards
foraperiodup to the fifth anniversary of grant.
125% of salary. Vesting will be subject to: (i) continued employment;
(ii)satisfactory personal performance during the
relevant vesting periods; and (iii) a positive assessment
of performance against one ormore underpins.
In addition, the committee may reduce the extent
towhich an award vests if it believes this better
reflects the underlying performance of Capita
overtherelevant period.
Directors’ remuneration report continued
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Capita plc Annual Report and Accounts
114

Shareholding guidelines
Purpose and link tostrategy Operation Maximum opportunity Performance framework
To align interests of management and
shareholders and promote a long-term
approach to performance and
risk management.
Shareholding guidelines require executive directors to reach
aspecified shareholding. Executive directors are required
toretain 100% of any shares from deferred bonus awards,
RSAs (or LTIPs as granted under the previous policy) on
vesting (net of tax) until the guideline level is achieved.
Post-cessation guidelines apply to share awards granted
following the 2020 AGM. Indetermining the relevant number
of shares to be retained post cessation, shares acquired from
own purchases, any buyout awards and share awards
granted prior to the 2020 AGM will not be counted.
In employment: 300% ofsalary (CEO); 200%
ofsalary(CFO).
Post cessation: 100% of the relevant guideline
between cessation and the second anniversary
ofcessation (ortheactual shareholding
iftheguideline hasnot been metat cessation).
Not performance-related.
Non-executive director (NED) fees
Purpose and link tostrategy Operation Maximum opportunity Performance framework
Market competitive fees are set to attract
and retain non-executive directors with the
required skills, experience and knowledge
so that the Board can effectively carry out
its responsibilities.
Reviewed periodically by the Board. Fee levels set by
reference to market rates, taking into account the individual’s
experience, responsibilities, time commitment and pay
decisions for the broader workforce. NED fees comprise
payment of an annual basic fee and additional fees for
further Board responsibilities such as:
• Senior independent director
• Audit and Risk Committee chair
• Remuneration Committee chair
• The Chairman of the Board receives an all-inclusive fee.
Additional fees/allowances may also be paid for
intercontinental travel for business purposes where
appropriate. No NED participates in the Group’s incentive
arrangements or pension plan or receives any other benefits
other than where travel to the Company’s registered office is
recognised as a taxable benefit in which case a NED may
receive grossed-up costs of travel as a benefit.
As per the executive directors, there is no prescribed
maximum monetary annual increase. Fees are limited
toanaggregate annual sum of £1m increased only to
takeaccount of the effect of inflation as measured by
the retail price index or such index as the directors
consider appropriate or such other amount as the
Company may byordinary resolution decide.
Not performance-related.
Capita plc Annual Report and Accounts
115
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The annual bonus performance measures are Group financial, strategic or individual measures which
are selected annually to be consistent with key priorities for the Group.
Targets are normally set on sliding scales that take account of internal strategic planning and external
market expectations for the Company.
Only modest rewards are available for achieving threshold performance with maximum rewards
requiring substantial outperformance of challenging strategic plans approved at the start of each year.
The committee operates share-based arrangements for the executive directors in accordance with
their respective scheme rules, the Listing Rules and the HMRC rules where relevant. The committee,
consistent with market practice and the scheme rules, retains discretion over a number of areas
relating to the operation and administration of the plans. These include (but are not limited to)
thefollowing:
• Who participates
• The form in which the award is granted and settled (eg shares, nil cost options, cash)
• The timing of the grant of award and/or payment
• The size of an award (up to individual and plan limits) and/or a payment
• Discretion relating to the measurement of any performance target/underpin and pro-rating
ofawards in the event of a ‘good leaver’ scenario or a change of control or restructuring
oftheCompany
• Determination of whether or not a person is characterised as a good leaver (in addition to any
specified categories) for incentive plan purposes
• Adjustments required in certain circumstances (eg share capital variation, rights issues, demerger,
corporate restructuring, special dividends)
• The ability to vary or substitute any performance condition(s)/underpins if circumstances occur
which cause it to determine that the original condition(s) have ceased to be appropriate, provided
that any such variation or waiver is fair, reasonable and not materially less difficult to satisfy than
theoriginal condition (in its opinion). In the event that the committee were to make an adjustment
ofthissort, a full explanation would be provided in the next remuneration report.
In all cases, the committee retains absolute discretion to override formulaic outcomes in the bonus,
RSA and any other remuneration arrangements (eg to ensure that any payouts reflect underlying
Company performance and the broader stakeholder experience).
The committee reserves the right to make any remuneration payments and/or payments for
loss ofoffice (including exercising any discretions available to it in connection with such payments)
notwithstanding that they are not in line with the policy set out above where the terms of the payment
were agreed: (i) before the policy set out above came into effect, provided that the terms of the
payment were consistent with the shareholder-approved directors’ remuneration policy in force
atthetime they were agreed; or (ii) at a time when the relevant individual was not a director of the
Company and, in the opinion of the committee, the payment was not in consideration for the individual
becoming a director of the Company. For these purposes payments includes the committee satisfying
awards of variable remuneration and, in relation to an award over shares, the terms of the payment
are ‘agreed’ at the time the award is granted. The committee retains discretion to make minor
amendments to the policy set out in this policy report (for regulatory, exchange control, tax or
administrative purposes or to take account of a change in legislation) without obtaining shareholder
approval for that amendment.
Malus and clawback
Malus and clawback provisions apply to all incentive awards granted to executive directors.
Theseprovisions permit the committee to reduce or recover bonus awards (including deferred
shares)for up to three years after the determination of the annual bonus and to reduce or recover
RSA awards (and LTIP awards granted under the previous policy) up to the fifth anniversary of grant.
The potential circumstances in which malus or clawback provisions can be applied include:
• material misstatement of a Group company’s financial results
• a participant deliberately misleads relevant parties regarding financial performance
• serious misconduct or conduct which causes significant financial loss
• overpayments due to material abnormal write-offs of an exceptional basis
• an error was made, or inaccurate or misleading information was used to determine
thevalueofanaward
• reputational damage
• material failure of risk management
• corporate failure or the occurrence of an insolvency event.
Application of our remuneration policy
When determining executive director remuneration policy and practices, the committee reviews
workforce remuneration and related policies, and the alignment of incentives and rewards with culture.
Share awards are granted to senior management in order to encourage a high level of employee share
ownership, albeit remuneration is more heavily weighted towards long-term variable pay for executive
directors than other employees. This is to ensure that there is a clear link between the value created
for shareholders and the remuneration received by the executive directors. The committee did
notconsult with employees formally in respect of the design of the policy, although the employee
non-executive director who attended the committee by invitation during 2023 was involved in the
committee’s discussions.
Directors’ recruitment and promotions
The committee takes into account the need to attract, retain and motivate the best person for each
position, while at the same time ensuring a close alignment between the interests of shareholders
andmanagement.
If a new executive director were to be appointed on a permanent basis, the committee would
seek toalign their remuneration package with other executive directors in line with the policy table.
However, flexibility would be retained to make buyout awards or payments in respect of remuneration
arrangements and contractual terms forfeited on leaving a previous employer. In such circumstances,
the committee would look to replicate the arrangements being forfeited as closely as possible and,
indoing so, would take account of relevant factors including the nature of the remuneration
andcontractual terms, performance conditions and the time over which they would have
vested orbeen paid.
Directors’ remuneration report continued
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Capita plc Annual Report and Accounts
116

If appropriate, a new appointee’s incentives in their year of joining may be subject to different targets
than for other executive directors. The committee may also agree that the Company will meet certain
relocation and incidental expenses, as it considers appropriate.
The maximum level of variable remuneration which may be granted (excluding awards to compensate
for remuneration arrangements and contractual terms forfeited on leaving the previous employer)
tonew executive directors in the year of recruitment shall be limited to 325% of salary (the maximum
limit permitted within the policy table).
The initial notice period for a service contract may be up to 24 months, which is longer than that
stated in the policy of a 12-month notice period, provided it reduces to 12 months within a short
space of time.
For an internal appointment or an appointment following the Company’s acquisition of or merger
withanother company, any incentive amount awarded in respect of a prior role may be allowed to
vest onits original terms, or adjusted as relevant to take into account the appointment. Any other
ongoing remuneration obligations or terms and conditions existing prior to appointment may continue.
The committee retains discretion to make appropriate remuneration decisions outside the standard
policy to meet the individual circumstances of recruitment when:
• An interim appointment is made to fill an executive director role on a short-term basis.
• Exceptional circumstances require that the Chairman or a non-executive director takes
onanexecutive function on a short-term basis.
In the event of the appointment of a new non-executive director, remuneration arrangements
willnormally be in line with the structure set out in the policy table for non-executive directors.
However, the committee (or the Board as appropriate) may include any element listed in the
policytable or any other element which the committee considers is appropriate given the particular
circumstances excluding any variable elements, with due regard to the best interests of shareholders.
Directors’ service agreements and payments for loss of office
The committee regularly reviews the contractual terms of the service agreement to ensure these
reflect best practice.
The service contracts for executive directors are for an indefinite period and provide for a 12-month
notice period. They do not include provisions for predetermined compensation on termination that
exceed 12-months’ salary, pension and benefits. There are no arrangements in place between the
Company and its directors that provide for compensation for loss of office following a takeover bid.
Alldirectors are appointed subject to annual re-election at the annual general meeting.
In circumstances of termination on notice, the committee will determine an equitable compensation
package, having regard to the particular circumstances of the case. The committee reserves the
rightto make payments in connection with a director’s cessation of office or employment where
thepayments are made in good faith in discharge of an existing legal obligation (or by way of
damages forbreach of such an obligation) or by way of a compromise or settlement of any claim
arising in connection with the cessation of a director’s office or employment. Any such payments
mayinclude, but are not limited to, paying any fees for outplacement assistance and/or the director’s
legal and/or professional advice fees in connection with his cessation of office or employment.
Thecommittee has discretion to require notice to be worked or to make payment in lieu of notice or
to place the director on garden leave for some or all of the notice period. Any payment in lieu of notice
will be reduced for any period of time worked post notice being given or received.
The annual bonus may be payable for a good leaver (as defined in the plan rules) in respect of the
period of the bonus plan year worked by the director; there is no provision for an amount in lieu of
bonus to be payable for any part of the notice period not worked. Bonus payments would normally
bepaid at the normal payment date.
On cessation, an executive director’s share plan entitlements will be determined in accordance
withthe rules of the relevant plan.
Unvested deferred share awards will normally lapse on the earlier of notice being given/received and
cessation. However, the committee has discretion to allow awards to instead continue to vest in full
on the normal vesting date (or earlier at the discretion of the committee) for a good leaver (as defined
in the relevant plan rules).
In respect of RSAs/LTIPs, unvested awards will normally lapse on the earlier of notice being given/
received and cessation. However, the committee has discretion to allow awards to instead continue
to vest on the normal vesting date (or earlier at the discretion of the committee) to the extent any
performance conditions/underpins attached to the relevant award are satisfied at vesting. In such
cases awards will, other than in exceptional circumstances, be scaled back on a time pro-rated
basis and post-vesting holding periods would normally apply.
In the event of a change of control, all unvested LTIP awards/RSAs would (unless rolled over)
vest, tothe extent that any performance conditions/underpins attached to the relevant awards
have been achieved. Awards would normally be subject to time pro-rating (unless the committee
determines otherwise).
Unvested deferred share awards would vest in the event of a change of control (unless rolled over).
Shares held within the share ownership plan will be removed from the plan or exchanged for
replacement shares in accordance with the scheme rules and HMRC guidelines.
Non-executive directors’ terms of engagement
Non-executive directors are appointed by letter of appointment for an initial period of three years.
Each appointment is terminable by three months’ notice on either side. At the end of the initial period,
the appointment may be renewed by mutual consent, subject to annual re-election at the AGM.
Inspection of service agreements/letters of appointment
The service agreements and non-executive directors’ letters of appointment are available
forinspection during normal business hours at the Company’s registered office, and available
forinspection at the AGM.
Capita plc Annual Report and Accounts
117
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This part of the remuneration report has been prepared in accordance with The Large and
Mediumsized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended)
andparagraphs 9.8.6R and 9.8.8 of the Listing Rules. The annual report on remuneration will
beputtoanadvisory shareholder vote at the 2025 AGM. The information on pages 118 to 126
hasbeen audited as indicated.
FIT Remuneration LLP (FIT) was appointed by the committee during 2020 to provide independent
advice on executive remuneration matters. During the year, the committee received independent
andobjective advice from FIT primarily on market practice, governance updates, the operation of the
remuneration policy, shareholder/proxy feedback, remuneration-related disclosure within the accounts
and the retirement of Tim Weller and appointment of Pablo Andres as CFO. FIT’s fees were £55,741
(excluding VAT) during 2024 for its services (charged on a time plus expenses basis). The fees were
considered appropriate for the work undertaken. No other services were provided to the Group by FIT.
FIT is a founding member of the Remuneration Consultants Group and, as such, operates voluntarily
under the code of conduct in relation to executive remuneration consulting in the UK. The committee
considers FIT’s advice on remuneration to be independent and objective, and there is no connection
with the Company or individual directors.
The committee also consulted with the CEO, CFO, the Chief People Officer and the Group Reward
Director to provide further information to the committee on the performance and proposed
remuneration for the executive directors and other senior management, but not in relation
totheirownremuneration.
The work of the committee is detailed in the annual statement.
Annual report on remuneration
Shareholder voting at the AGM
At the 2024 AGM, shareholder voting in respect of the resolution to approve the remuneration report
for the year ended 31 December 2023 and the 2024 remuneration policy is presented below.
Votes cast for Votes cast against Abstentions
1
Directors’ remuneration report, excluding the directors’
remuneration policy, for the year ended 31 December 2023
986,401,044 38,263,345 1,591,360
96.27% 3.73%
Directors’ remuneration policy (2024 AGM)
1,016,454,099 8,251,055 1,550,595
99.19% 0.81%
1. A vote abstained is not a vote in law and is not counted in the calculation of the proportion of votes ‘for’ and ‘against’
aresolution.
Policy implementation for 2025
Details of the committee’s intended approach to the implementation of the policy for 2025 is set out
inthe annual statement.
Fees for the Chairman, senior independent director and non-executive directors
A summary of the fees for 2025 are set out in the table below. Fee levels are unchanged other than
for Nneka Abulokwe who was appointed responsible business (RB) committee chair and designated
non-executive director for colleague engagement during 2024 with an associated fee increase for the
additional duties, and Brian McArthur-Muscroft who stepped down as audit committee chair during
2024.
Annual fee from
1 January 2025
David Lowden, Chairman £290,000
Georgina Harvey, Senior Independent Director and Remuneration Committee Chair £85,500
Jack Clarke, Audit and Risk Committee Chair £75,000
Nneka Abulokwe, Responsible Business Committee Chair and designated
non-executive director for colleague engagement £80,000
Neelam Dhawan £64,500
Brian McArthur-Muscroft £64,500
Directors’ remuneration report continued
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Capita plc Annual Report and Accounts
118

Directors’ remuneration earned in 2024 – single-figure table (audited)
The table below summarises directors’ remuneration received in 2024 (with prior year comparators).
Base salary and fees £ Benefits
1
£ Pension £ Annual bonus £ RSA £ Buy-out Awards £ Total remuneration £
Total fixed
remuneration £
Total variable
remuneration £
David Lowden 2024 290,000 1,046 – – – – 291,046 291,046 –
2023 290,000 1,876 – – – – 291,876 291,876 –
Adolfo Hernandez
2,4
2024 669,565 20,033 33,478 392,000 – 1,611,836 2,726,912 723,076 2,003,836
2023 – – – – – – – –
Pablo Andres
3,4
2024 208,696 929 7,500 91,800 – – 308,925 217,125 91,800
2023 – – – – – – – – –
Georgina Harvey 2024 85,500 132 – – – – 85,632 85,632 –
2023 85,500 567 – – – – 86,067 86,067 –
Jack Clarke
5
2024 17,120 0 – – – – 17,120 17,120 –
2023 – – – – – – – – –
Nneka Abulokwe
6
2024 73,375 483 – – – – 73,858 73,858 –
2023 64,500 567 – – – – 65,067 65,067 –
Neelam Dhawan
7
2024 64,500 16,000 – – – – 80,500 80,500 –
2023 64,500 8,520 – – – – 73,020 73,020 –
Brian McArthur-Muscroft
8
2024 75,000 104 – – – – 75,104 75,104 –
2023 75,000 567 – – – – 75,567 75,567 –
Former Directors –
Jon Lewis
9,11
2024 33,244 878 1,622 – 0 – 35,784 35,784 0
2023 748,000 19,475 37,400 0 0 – 804,875 804,875 0
Tim Weller
10,11
2024 330,028 12,146 16,501 169,386 0 – 528,061 358,675 169,386
2023 545,000 17,703 27,250 0 0 – 589,953 589,953 0
John Cresswell
12
2024 – – – – – – – – –
2023 16,125 1,325 – – – – 17,450 17,450 –
Claire Miles
13
2024 1,251 – – – – – 1,251 1,251 –
2023 40,897 311 – – – – 41,208 41,208 –
Janine Goodchild
14
2024 – – – – – – – – –
2023 64,500 1,021 – – – – 65,521 65,521 –
1. Benefits include all taxable benefits as defined by paragraph 11(1) of the regulations. This includes private medical insurance,
companycarallowance, work travel and the value of matching share awards under the UK all-employee share scheme.
2. Adolfo Hernandez was appointed CEO on 17 January 2024. Base salary, benefits, pension and bonus for 2024 areshown from the date
ofappointment. The Buy-out Awards granted to Adolfo in March 2024 are presented atfacevalue as at the grant date given that the vesting
of each tranche is contingent on continued service only. Furtherdetails of the buy-out awards are presented on page 121.
3. Pablo Andres was appointed as a director and CFO designate on 15 July 2024. Base salary, benefits, pension andbonus for 2024 are shown
from the date of appointment as a director. He succeeded Tim Weller as CFO on9 August 2024. Pablo does not receive a car allowance in line
with Capita’s policy for new hires.
4. The value of the RSAs granted to the executive directors, the vesting of which are subject to both continued serviceandperformance underpins,
will be disclosed in the year ending just prior to the normal vesting date.
5. Jack Clarke was appointed as a non-executive director and Chair of the Audit and Risk Committee (replacing BrianMcArther-Muscroft) on
9 October 2024. Fees for 2024 are shown from 9 October 2024 and reflect his appointment asachair of a committee from his appointment date.
6. Nneka Abulokwe was appointed Chair of the RB committee and designated non-executive director for workforce engagement in early 2024.
Feesfor 2024 reflect her appointment as a chair of a committee from 27 February 2024.
7. Neelam Dhawan is based outside the UK and receives an allowance for physical attendance at a Board meeting. Thisisshown
inthebenefitscolumn.
8. Brian McArthur-Muscroft stepped down from the role of Chair of the Audit and Risk Committee on 9 October 2024 andwas replaced
byJackClarke. He retained the chair fee until the end of 2024 reflecting a handover period.
9. Jon Lewis stepped down as a director and CEO on 17 January 2024 and was replaced by Adolfo Hernandez. Basesalary, benefits andpension
for 2024 are shown up to the date of stepping down. Jon Lewis was not eligible foran annual bonus under the Group annualbonus plan for 2024.
10. Tim Weller stepped down as a director and CFO on 9 August 2024 and was replaced by Pablo Andres. Basesalary,benefits and pension for 2024
are shown up to the date of stepping down with annual bonus calculatedona pro-rata basis.
11. Details of the performance assessment and vesting of the 2022 RSA awards held by Jon Lewis and Tim Weller are set out on page 120.
RSAs granted to the former executive directors in March 2023 with performance underpins, will be disclosed in the year ending just prior
tothe normalvesting date.
12. John Cresswell stepped down as a non-executive director on 31 March 2023. Fees for 2023 are shown from 1 January 2023 to31 March2023.
13. Claire Miles was appointed as a non-executive director on 12 May 2023. Fees for 2023 are shown from 12 May 2023 to 31 December 2023.
Claire stepped down from the Board on 31 December 2023 following her appointment as CEO of Stagecoach. She was paid upto6 January
2024 in line with the terms of the notice period in her service contract. These fees are included in the table above and include a small amount
inrespect of accrued annual leave.
14. Janine Goodchild stepped down as employee non-executive director on 31 December 2023.
Capita plc Annual Report and Accounts
119
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Annual bonus for 2024 (audited)
The annual bonus for 2024 was based on a combination of profit before tax (PBT), free cash flow
andrevenue targets, weighted 40%, 50% and 10% respectively (totalling 80% of maximum bonus)
and a customer objective (20% of maximum bonus).
For each performance measure, 25% of bonus was payable for achieving the threshold target,
50%was payable for achieving target performance, with 100% of the bonus payable for achieving
thestretch target. Based on performance against the targets set, 9.28% of the maximum
80%available for the financial measures was earned as follows:
Financial targets (80% of the bonus)
Weighting (% of
maximum bonus)
Threshold target
(25% vests)
Target
(50% vests)
Stretch
(100% vests)
Actual
performance
Achievement
against financial
performance
weighting
Adjusted PBT
32% (40% of
potential) £48m £60m £72m £50m 29%
Free cash flow
excluding
business exits
40% (50% of
potential) £(110)m £(100)m £(90)m £(122)m 0%
Adjusted
Revenue
8% (10% of
potential) £2,582m £2,605m £2,736m £2,369m 0%
Financial
measures
80%
of maximum
total award
9.28%
of maximum
total award
1. The Adjusted PBT outturn above excludes costs that have complied with the criteria to be treated as exceptional costs.
Strategic objective (20% of the bonus)
The strategic objective for 2024 was focused on improvement in the cNPS and represented 20% of
the total bonus opportunity for each director.
Objective and weighting
(% of maximum bonus) Threshold Target Maximum Actual
Achievement
against strategic
performance
weighting
Customer (20%) – cNPS
Deliver improvement in
customer net promoter
score (cNPS) for Capita
Group by the end
of2024
Maintain score
at 2023 level
(+16)
+4 point
improvement
+8 point
improvement
+12 point
improvement
100% of max
Summary of total 2024 bonus awards
Adolfo Hernandez Pablo Andres Tim Weller
% of maximum % of salary % of maximum % of salary % of maximum % of salary
Total financial 9.28% 18.56% 9.28% 13.92% 9.28% 16.24%
Strategic 20% 40% 20% 30% 20% 35%
Total (%) 29.28% 58.56% 29.28% 43.92% 29.28% 51.24%
Total bonus (£) 392,000 91,800 169,386
Following a review of performance by the committee post year end, annual bonuses of 58.56%
of salary for the CEO, 43.92% of salary for the CFO and 51.24% of salary for the former CFO were
awarded (on a pro-rata basis according to date of appointment/stepping down). The total bonus in
£ shown above is the actual amount awarded calculated pro-rata. Consistent with the shareholder
approved remuneration policy, 50% of the bonus awards will be deferred into Capita plc shares for
three years.
Restricted Share Awards due to vest in 2025 (audited)
RSAs were granted under the Capita Executive Plan in April 2022 as follows:
Name of director
Number of shares
awarded
Jon Lewis 3,481,985
Tim Weller 2,537,008
Vesting of the 2022 RSAs in April 2025 was subject to: (i) continued employment; (ii) satisfactory
personal performance during the relevant vesting periods; and (iii) a positive assessment
ofperformance against the following underpins:
underpin 1: Capita’s TSR over the three years ended 31 December 2024 must be positive
foranyRSAs granted to executive directors to vest; and
underpin 2: the committee must be satisfied with the underlying performance of Capita and that there
have been no environmental, social or governance issues resulting in material reputational damage.
If this is not deemed to be met, the committee will consider a reduction to the final vesting level of
the RSAs (including to nil).
Given that Capita’s share price has fallen over the three years ended 31 December 2024
(ieTSRhasbeen negative), the 2022 RSAs lapsed in full post year end.
Directors’ remuneration report continued
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Capita plc Annual Report and Accounts
120

RSAs granted in 2024 (audited)
RSAs were granted under the Capita Executive Plan in May 2024 and September 2024 respectively
as follows:
Name of director
Number of
shares awarded
Face value
of RSA
Percentage
of salary
Adolfo Hernandez 6,433,823 £875,000 125%
Pablo Andres 1,241,721 £225,000 50%
1
1. Pro-rated from the normal 100% of salary award to 50% of salary reflecting the CFO’s mid-year appointment in
July 2024.
Tim Weller was not eligible to receive an RSA in 2024 given his impending retirement.
Award levels reflect the continued operation of a TSR underpin. RSAs will normally vest after three
years from grant subject to: (i) continued employment; (ii) satisfactory personal performance during
the relevant vesting periods; and (iii) a positive assessment of performance against the following
two underpins:
• underpin 1: Capita’s TSR over the three years ending 31 December 2026 must be positive for any
RSAs granted to executive directors to vest; and
• underpin 2: the committee must be satisfied with the underlying performance of Capita and that
there have been no environmental, social or governance issues resulting in material reputational
damage. If this is not deemed to be met, the committee will consider a reduction to the final
vesting level of the RSAs (including to nil).
Once vested, shares received may not normally be sold until at least six years from the grant date
(other than to pay relevant taxes).
Buy-out awards granted in 2024 (audited)
On 19 March 2024, Adolfo Hernandez was granted a buy-out award (Buy-Out Award) to compensate
for the forfeiture of incentive arrangements held with his previous employer. Details of the Buy-Out
Award, which is comprised of five tranches with vesting subject to continuous service, is set out below:
Tranche Shares under award Face value at date of grant
1
Normal vesting date
2
1 2,509,709 £335,799 Vested August 2024
2 2,497,467 £334,161
The dealing day immediately following the
date on which the Company announces
its results for FY 2024
3 1,897,585 £253,897
The dealing day immediately following the
date on which the Company announces
its results for H1 2025
4 1,885,343 £252,259
The dealing day immediately following the
date on which the Company announces
its results for FY 2025
5 3,256,501 £435,720
The dealing day immediately following the
date on which the Company announces
its results for H1 2026
Total 12,046,605 £1,611,836
1. Based on the closing share price on the date of grant.
2. Following grant, the committee extended the vesting periods for each tranche of the Buy-Out awards by linking the
vesting dates to the relevant interim/final results announcement to avoid tranches vesting during closed periods.
Capita plc Annual Report and Accounts
121
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Directors’ interests and shareholding guidelines (audited)
The CEO and CFO are expected to build and hold 300% and 200% of salary in shares in the Company respectively. The guidelines include shares held beneficially and also shares, on a net of tax basis
inrespect of: deferred annual bonus (DAB) awards deferred over the three-year period; RSAs which are not subject to performance conditions/performance underpins; and share awards which have vested
but not yet been exercised. Share awards subject to performance conditions/underpins are excluded.
Beneficially held
interests at
31 December 2024
Beneficially held
interests at
31 December 2023
Interests in share
incentive schemes,
awarded without
performance
conditions
at 31 December 2024
Interests in share
incentive schemes,
awarded without
performance
conditions at
31 December 2023
Interests in share
incentive schemes,
awarded subject
to performance
conditions/underpins
at 31 December 2024
Interests in share
incentive schemes,
awarded subject to
performance
conditions at
31 December 2023
Interests in share
option schemes where
performance/vesting
conditions have been
met but not exercised
at 31 December 2024
Interests in share
option schemes
where performance/
vesting conditions
have been met but
not exercised at
31 December 2023
Percentage of
shareholding target
requirement at
31 December 2024
1
David Lowden 500,000 250,000 – – – – – – –
Adolfo Hernandez 3,159,709 – 9,536,896 – 6,433,823 – – – 54.8%
Pablo Andres 1,850,000 – – – 1,241,721 – – – 28.8%
Georgina Harvey 6,000 6,000 – – – – – – –
Jack Clarke 0 – – – – – – – –
Nneka Abulokwe 74,324 – – – – – – – –
Neelam Dhawan 0 – – – – – – – –
Brian McArthur-Muscroft 0 – – – – – – – –
Jon Lewis
2
2,731,025 2,730,255 2,069,612 2,069,612 8,395,971
3
8,395,971 265,500 265,500 –
Tim Weller
2
826,728 818,240 1,093,053 1,093,053 3,870,308 4,953,003 – – –
1. Calculated using the closing share price on 31 December 2024 (14.02p).
2. Beneficially held interests and interests in share awards are shown at the date of their resignation from the Board (on 17 January 2024 for Jon Lewis and 9 August for Tim Weller). Outstanding RSAs are subject to time pro-rating at the time of vesting.
3. This figure includes 2,169,100 shares in respect of the RSA 2021 which did not formally lapse until the end of the three year performance period in May 2024, ie after Jon’s resignation date.
Although Capita does not have a formal policy on hedging shares, executive and non-executive directors attest annually they have not pledged any shares held in the Company.
Unvested Share awards (audited)
DAB
1
RSA
2
Buy-out Award
3
Year of grant: 2023 2024 2022 2023 2024 2024
Adolfo Hernandez – – – – 6,433,823 9,536,896
Pablo Andres – – – – 1,241,721
Jon Lewis
4
868,456 1,201,156 3,481,985 2,744,886 – –
Tim Weller
4
327,276 765,777 2,537,008 1,333,300 – –
1. Deferred Annual Bonus awards relate to the deferred element of an individual’s annual bonus. Awards normally vest over 3 years subject to continued service.
2. There are no performance targets attached to the RSAs. However, vesting is subject to: (i) continued employment; (ii) satisfactory personal performance during the relevant vesting periods; and (iii) a positive assessment of performance against
thefollowing two underpins: (i) Capita’s TSR over the three financial years ending prior to the relevant vesting date must be positive for any RSAs granted to executive directors to vest; and (ii) the committee must be satisfied with the underlying
performance of Capita and that there have been no environmental, social or governance issues resulting in material reputational damage. If this is not deemed to be met, the committee will consider a reduction to the final vesting level of the RSAs
(including to nil).
3. Buy-out Awards vest in tranches based on continued service. Further details of the award and normal vesting dates are set out on page 121.
4. As detailed in the Restricted Share Awards due to vest in 2025 section above, the RSAs granted in 2022 to the former CEO and CFO lapsed in full post year end following the failure to meet the TSR underpin. The RSAs granted in 2023 tothe former
CEO and CFO will vest on the normal vesting date subject to time pro-rating and the committee’s assessment of the relevant underpins.
Directors’ remuneration report continued
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Capita plc Annual Report and Accounts
122

Satisfaction of options
When satisfying awards made under its share plans, the Company uses newly issued, treasury
ormarket purchased shares as appropriate. The Buy-Out Award may only be satisfied by market
purchased shares.
Dilution
All awards are made under plans that incorporate the overall dilution limit of 10% in 10 years.
Theestimated dilution from existing awards, including executive and all-employee share awards,
wasapproximately 5.6% of the Company’s share capital at 31 December 2024.
Executive directors’ service agreements
Executive directors
Date of joining
the Company Notice period
Adolfo Hernandez 17 January 2024 12 months
Pablo Andres 15 July 2024 12 months
Executive directors’ service agreements
Non-executive directors
Date of joining
the Board
Expiry date of
current appointment
David Lowden 1 January 2021 9 May 2025
Georgina Harvey 1 October 2019 1 July 2025
Jack Clarke 9 October 2024 8 October 2027
Nneka Abulokwe 1 February 2022 31 January 2028
Neelam Dhawan 1 March 2021 28 February 2027
Brian McArthur-Muscroft 1 June 2022 31 May 2025
Board changes
Retirement of Jon Lewis
Jon Lewis retired as CEO of Capita and stepped down from the Board on 17 January 2024 although
he remained an employee until July 2024 to ensure an orderly transition. Details of his remuneration
arrangements on stepping down from the Board are set out of page 114 of last years’ report.
Appointment of Adolfo Hernandez
Adolfo Hernandez was appointed CEO and executive director on 17 January 2024. Details of his
remuneration arrangements on appointment to the Board are set out on page 114 of last years’
annual report and accounts.
Retirement of Tim Weller
Tim Weller retired as CFO of Capita plc and stepped down from the Board on 9 August 2024.
Timreceived his base salary, pension and benefits up to stepping down from the Board and was
eligible to receive a pro-rated annual bonus in respect of the year ended 31 December 2024 subject
to the performance targets and payable at the normal payment date, with 50% of any award deferred
into shares as per the normal deferral policy.
Post stepping down from the Board, Tim continues to receive his base salary, pension and benefits
up to the end of his notice period in May 2025. Tim will not be eligible to participate in the Group
annual bonus plan for 2025, nor will he be entitled to future RSAs. In respect of Tim’s share awards:
• Deferred Annual Bonus (DAB): 327,276 shares granted in 2022 in respect of the 2021 annual bonus,
765,777 shares granted in 2023 in respect of the 2022 annual bonus and shares granted in2025
in respect of any annual bonus award for 2024 will continue to vest at the normal vestingdates.
• Restricted Share Awards (RSAs): 1,333,300 shares granted under the 2023 RSA will continue
to vest on the normal vesting dates, subject totherelevant underpins being met and reduced for
time pro-rating. To the extent that any RSAs vest in the future, the net of tax shares will need to be
retained for three years post vesting.
For 24 months following cessation, Tim will be required to retain the lower of Capita plc shares equal
to 200% of base salary and actual shares held (excluding shares acquired from own purchases).
Tim was reimbursed for legal fees in connection with his retirement amounting to £7,500 plus VAT.
Capita will make no payment to Tim by way of compensation for loss of office on retirement from
theBoard.
Appointment of Pablo Andres
Pablo Andres was appointed as an executive director and CFO designate on 15 July 2024 and
became CFO on 9 August 2024. He was appointed on a base salary of £450,000 which is lower
thanthat of his predecessor (£545,000). Pablo’s annual bonus maximum is 150% of salary (pro-rated
for 2024), which is also lower than that of his predecessor (175% of salary) and which is subject
toperformance targets and deferral requirements in line with policy. He is normally entitled to an
annual RSA of up to a maximum of 100% albeit he received a 50% of salary RSA in 2024 to reflect
hismid-year appointment. Benefits and pension are in line with the shareholder approved policy.
Other Board changes
Jack Clarke was appointed as a non-executive director on 9 October 2024. Jack was also appointed
chair of the audit and risk committee succeeding Brian McArthur-Muscroft who remains anindependent
non-executive director. Nneka Abulokwe was appointed chair of the RB committee inMarch 2024.
Payments to former directors (audited)
No payments were made to former directors in respect of loss of office.
External appointments for executive directors
Pablo Andres is a non-executive director, chair of the audit and risk committee and chair ofthetreasury
committee at GreenSquareAccord Group. He received and retained fees of£6,464fortheperiod from
15 July 2024 to 31 December 2024 (a fee of £14,000 per annum). Thecommitteeconsiders that such
roles can benefit Capita through broadening knowledge andexperience.
Capita plc Annual Report and Accounts
123
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Percentage change in remuneration levels
The table below shows the change in base compensation, benefits and annual bonus for the Board directors in the 2020 to 2024 financial years (excluding directors who left Capita before 2023, details
forwhich are set out in previous remuneration reports), compared with the average for all employees of the Company (Capita plc):
2024 2023 2022 2021 2020
Base salary
and fees
Taxable
benefits
15
Annual bonus
Base salary/
fees
Taxable
benefits
15
Annual bonus
Base salary/
fees
Taxable
benefits
15
Annual bonus
Base salary/
fees
Taxable
benefits
15
Annual bonus
Base salary/
fees
Taxable
benefits
15
Annual bonus
Executive directors
1
Adolfo Hernandez
2
– – – – – – – – – – – – – – –
Pablo Andres
3
– – – – – – – – – – – – – – –
Jon Lewis
4
0% -2.94% – 0% 8.3% -100% 3.2% -45% 150% 14.3% 5.1% 100% -12.5% -36.9% –
Tim Weller
5
0% 13.1% 100% 0% -3.8% -100% 0% 23% 132% – – – – – –
Non-executive directors
1
David Lowden
6
0% -44.2% – 0% 123.6% – 286.7% 100% – – – – – – –
Georgina Harvey
7
0% -76.7% – 0% 100% – 14% – – 14.3% – – -12.5% – –
Jack Clarke
8
– – – – – – – – – – – – – – –
Nneka Abulokwe
9
13.8% -14.8% – 0% 194% – – – – – – – – – –
Neelam Dhawan
10
0% 87.8% – 0% -66.7% – 0% 540% – – – – – – –
Brian McArthur-Muscroft
9
0% -81.7% – 0% 100% – – – – – – – – – –
John Cresswell
11
– – – 0% 100% – 0% – - 14.3% – – -12.5% – –
Claire Miles
12
0% – – – – – – – – – – – – – –
Janine Goodchild
9,13
– – – 0% 100% – – – – – – – – – –
Employee population
14
8.5% -3.5% 100% 5.6% 0.1% -100% 5% 7.4% 38.1% 2.8% 4.4% 123. 2% 5.5% 20.6% -35.2%
1. The percentage change shown for the directors is based on the single figure information disclosed on page 119.
Theincrease in salary/fees shown as the comparative for 2021 is due to the voluntary reduction taken by executive
andnon-executive directors in 2020 in response to Covid-19.
2. Adolfo Hernandez was appointed to the Board on 17 January 2024. Comparative figures for 2024 are
therefore unavailable.
3. Pablo Andres was appointed to the Board on 15 July 2024. Comparative figures for 2024 are therefore unavailable.
4. Jon Lewis stepped down from the Board on 17 January 2024. For comparative purposes, his 2024 base salary and
benefits have been annualised to show an approximate percentage change since 2023. He was not eligible for an
annual bonus in 2024. As no bonus was awarded in respect of the year ended 31 December 2023 the decrease is
shown as -100%. Jon Lewis did not receive a bonus in 2020 as the bonus plan was cancelled in response to Covid-19.
The increase in 2021 is therefore shown as 100%.
5. Tim Weller stepped down from the Board on 9 August 2024. For comparative purposes, his base salary and benefits
have been annualised to show an approximate percentage change since 2023. As no bonus was awarded in respect
of the year ended 31 December 2023 the decrease between 2022 and 2023 is shown as -100% and the increase
between 2023 and 2024 is therefore shown as 100%. Tim Weller was appointed to the Board on 12 May 2021.
Comparative figures for 2021 are therefore unavailable. His salary, benefits and annual bonus for 2021 have been
annualised to show an approximate percentage change between 2021 and 2022. The increase in benefits in 2022
is due to a backdated payment for car allowance (£1,342) which was underpaid in 2021.
6. David Lowden was appointed Chairman in May 2022. His fee for 2022 has been annualised to show the percentage
change between 2021 and 2022 following his change in role which has a significantly increased time commitment
and associated fee. His fee for 2023 reflects that there has been no change in his annual fee for the Chairmanship
since 2022. David was appointed to the Board during 2021, comparative figures for 2021 are therefore unavailable.
7. Georgina Harvey was appointed Senior Independent Director in July 2022. Her fee for 2022 has been annualised to
show the percentage change between 2021 and 2022 following her change in role. Her fee for 2023 reflects that there
has been no change in her annual fee for being a non-executive director, chair of the remuneration committee and
Senior Independent Director since 2022.
8. Jack Clarke was appointed to the Board during 2024. Comparative figures for 2023 are therefore unavailable.
9. Nneka Abulokwe, Brian McArthur-Muscroft and Janine Goodchild were appointed to the Board during 2022.
Comparative figures for 2021 are therefore unavailable. Fees for 2022 have been annualised to show that there has
been no increase in their annual fee in 2023. The increase for Nneka Abulokwe relates to her appointment as chair
ofthe RB committee.
10. Neelam Dhawan was appointed to the Board during 2021. Comparative figures for 2021 are therefore unavailable.
Herfee for 2021 has been annualised to show the percentage change since 2021.The increase in benefits in 2022
isdue to additional fees payable for physical attendance at board meetings as Neelam is based outside the UK.
Thereduction in benefits in 2023 is due to fewer meetings attended in person. The increase in benefits in 2024
isduetoa greater number of meetings attended in person.
11. John Cresswell stepped down from the Board during 2023. Comparative figures for 2024 are therefore unavailable.
12. Claire Miles was appointed to the Board during 2023 and stepped down on 31 December 2023 although was paid until
the end of her notice period 6 January 2024. Comparative figures for 2023 are therefore unavailable. Her fee for 2024
has been annualised to show the percentage change since 2023.
13. Janine Goodchild stepped down from the Board on 31 December 2023. Comparative figures for 2024 are therefore
notavailable.
14. The employee population information shown is for UK employees employed in the Capita plc entity. Changes in
annual bonus are calculated by reference to the MBP population. As no bonus was paid in respect of the year ended
31 December 2023 the decrease between 2022 and 2023 is shown as -100% and the increase between 2023 and
2024 is therefore shown as 100%.
15. Taxable benefits were £0 in 2021 but £839 for David Lowden in 2022. The increases are
therefore shown as 100%. Taxable benefits were £0 in 2022 but £567, £567 and £1,021 for Georgina Harvey,
BrianMcArthur-Muscroft and Janine Goodchild in 2023 respectively. The increases are therefore shown as 100%.
Directors’ remuneration report continued
Financial statementsCorporate governanceStrategic report
Capita plc Annual Report and Accounts
124

CEO pay ratio
The table below compares the single total figure of remuneration for the CEO
1
with that of the
Group’s employees who are paid at the 25
th
percentile (lower quartile), 50
th
percentile (median) and
75
th
percentile (upper quartile) of its UK employee population.
Year
Method
25
th
percentile
pay ratio
50
th
percentile
pay ratio
75
th
percentile
pay ratio
2024 Option B 49:1 40:1 27:1
2023 Option B 33:1 23:1 17:1
2022
2
Option B 78:1 57:1 37:1
2021
2
Option B 49:1 38:1 24:1
2020
2
Option B 61:1 44:1 29:1
2019 Option B 41:1 25:1 14:1
1. The single figure for the CEO excludes the value of the buy-out awards due to the one-off nature in 2024.
2. In accordance with the relevant disclosure regulations, the 2020, 2021 and 2022 CEO single figures and associated
pay ratios have been updated to reflect LTIP values based on the share prices at the relevant vesting dates.
The 2024 remuneration figures for the employee at each quartile were determined with reference
tothe financial year ending 31 December 2024. Due to the complexity of Capita’s corporate and
workforce structure, Option B was used to calculate these figures. The committee believes that
thisapproach provides a fair representation of the CEO to employee pay ratios and is appropriate
incomparison to alternative methods, balancing the need for statistical accuracy with internal
operational constraints.
A full-time and full-year equivalent total pay and benefits figure for 2024 was calculated for each
quartile point employee using the single figure methodology. This was also sense checked against
asample of employees with hourly pay rates either side of the identified individuals to ensure that
theappropriate representative employee was selected. No adjustments were made to the total pay
and benefits figures (other than the approximate up-rating of pay elements where appropriate to
achieve full-time and full-year equivalent values) and no components of pay have been omitted.
The table below sets out the 2024 full-time equivalent salary and total pay and benefits for the three
identified quartile point employees:
2024
25
th
percentile
(P25) Median (P50)
75
th
percentile
(P75)
Salary £23,731 £29,000 £34,465
Total pay and benefits £23,957 £29,000 £45,154
The committee recognises that the 2024 ratios are higher than last year (c.59% increase). This is
primarily because the 2024 single figure includes an annual bonus of £392,000 (annualised) (29.28%
of maximum) whereas no annual bonus was awarded in 2023. This outweighs the lower salary
awarded to the new CEO.
The pay ratios have fluctuated since reporting commenced in 2019, primarily as a result of variability
in incentive outcomes for the CEO.
Capita is committed to offering its employees a competitive remuneration package. Base salaries
foremployees, including our executive directors, are determined with reference to a range of factors
including market practice, experience and performance in role. Due to the nature of his role, the
CEO’s remuneration package has higher weighting on performance-related pay (including the annual
bonus and RSAs) compared to the majority of the workforce. This means the pay ratios are likely to
fluctuate depending on the outcomes of incentive plans in each year. The committee also recognises
that, due to the nature of the Company’s business and the flexibility permitted within the regulations
for identifying and calculating the total pay and benefits for employees, the ratios reported above
may not be comparable to those reported by other companies. For these reasons, the committee
considers that the median CEO pay ratio is representative of the UK employee base.
Gender pay gap reporting
The Company’s 2024 gender pay gap data is available on the Company website.
Relative importance of the spend on pay
The table below shows the spend on employee costs in the 2024 and 2023 financial years,
comparedwith dividends:
2024 £m 2023 £m % change
Employee costs
1
1,399.6 1,636.5 -17%
Dividends – – –
1. The reduction in employee benefit expense reflects the reduction in the average number of employees during the year.
Capita plc Annual Report and Accounts
125
Financial statementsCorporate governanceStrategic report

Performance graph and CEO pay
The following chart compares the value of an investment of £100 in the Company’s shares with
aninvestment of the same amount in the FTSE All-Share Index and the FTSE 350 Support Services
Index over the past 10 years, assuming that all dividend income is reinvested. The FTSE 350 Support
Services has been chosen as the appropriate comparator as Capita has been a constituent of this
index for the majority of the 10 year period.
Total shareholder return rebased at 100
Source: Datastream (a LSEG product)
0
50
100
150
200
250
31 Dec
2024
31 Dec
2023
31 Dec
2022
31 Dec
2021
31 Dec
2020
31 Dec
2019
31 Dec
2018
31 Dec
2017
31 Dec
2016
31 Dec
2015
31 Dec
2014
FTSE 350 Support Services IndexCapita Group FTSE All Share Index
The total remuneration figures for the CEO for 2024 and the previous nine years are shown in the
table below based on the single-figure methodology. The CEO single figure of remuneration for 2024
includes £1,611,836 in respect of buy-out awards granted to Adolfo Hernandez.
The annual bonus payout and LTIP/RSA vesting percentage (in respect of the estimated/actual value
at vesting in respect of the year ending just prior to the vest date) are also shown for this year.
Year
CEO – single figure
of total remuneration
Annual bonus
(vs max opportunity)
Long-term incentive
(vs max opportunity)
2024 £2,762,696 29.98% 0%
2023 £804,875 0% 0%
2022 £1,799,964 60% 15%
2021 £1,185,415 24.8% 12.5%
2020 £1,196,582 0% 60%
2019 £789,678 0% 0%
2018 £2,014,209 85% 0%
2017 £741,376 0% 0%
2016 £682,958 0% 0%
2015 £2,520,428 50% 71.4%
Note: the vesting percentages for the long-term incentives are averaged between the LTIP and the DAB vesting rates
for2015. Figures for 2015–2016 are based on remuneration for Andy Parker. Figures for 2017 are based on remuneration
paid to Andy Parker as CEO until 15 September 2017, to Nick Greatorex as interim CEO from 16 September 2017 to
30 November 2017, and to Jon Lewis as CEO from 1 December 2017. The single figure of remuneration for 2024 reflects
amounts paid to Jon Lewis to 17 January 2024 and Adolfo Hernandez from 17 January 2024 (including £1,611,836 in
respect of buyout awards). The annual bonus potential for 2024 reflects Adolfo’s annual bonus award while the long-term
incentive reflects the fact that the 2022 RSA will lapse post year end as a result of the TSR underpin not being met. Where
relevant, the CEO single figures have been updated to reflect the value of the LTIPs based on the share price at the vesting
date (rather than an estimate of the share price at vesting).
Approval of the directors’ remuneration report
The directors’ remuneration report was approved by the Board on 4 March 2025.
Georgina Harvey, Chair
Remuneration Committee
4 March 2025
Directors’ remuneration report continued
Financial statementsCorporate governanceStrategic report
Capita plc Annual Report and Accounts
126

Directors’ report
Directors’ report
The Directors present their report, together with the audited accounts for the 52 weeks ended 31 December 2024.
Group activities
Capita is a modern outsourcer that supports
clients across the public and private sectors to
run complex business process more efficiently.
Capita provides people-based services
underpinned by market-leading technology to
create better consumer experiences. A review of
the development of the Group and its business
activities during the year is contained in the
strategic report on pages 2 to 76. The operational
and financial performance of its divisions are
detailed on pages 19 to 25.
Results and dividends
The Group’s reported profit before tax amounted
to £116.6m from continued operations (2023 loss
before tax: £106.6m). As previously announced,
the directors do not recommend the payment of
a final dividend (2023: nil). The total dividend for
the year was nil (2023: nil). The employee benefit
trust, which holds shares for the purpose of
satisfying employee share scheme awards, has
waived its right to receive future dividends on
shares held within the trust.
Share capital
At 3 March 2025, the number of ordinary shares
of 2 1/15 p each (the Ordinary Shares) in issue,
fully paid up and quoted on the London Stock
Exchange is detailed in the following table:
Number of shares
% of issued
share capital
Issued shares 1,701,273,523 100%
Treasury shares 0 0%
Total voting rights 1,701,273,523 100%
Employee Benefit
Trust (EBT) shares
1
7,174,484 0.4%
1. Shares held in the EBT are used for satisfying employee
share options.
During the year ended 31 December 2024, no
new ordinary shares were issued and options
exercised pursuant to the Company’s share
schemes were satisfied by the transfer of
9,476,429 shares from the EBT. No new ordinary
shares have been allotted under the Company’s
share option schemes since the end of the
financial year to the date of this report. 152,999
shares have been transferred from the EBT to
satisfy the exercise of options during the period
1 January 2025 to the date of this report.
The share price at close on 31 December 2024
was 14.02p. The highest share price in the year
was 23.00p and the lowest was 12.40p.
The Company was authorised by shareholders
at the 2024 AGM to replace the existing authority
(as granted by shareholders at the Annual
General Meeting held on 11 May 2023) for
Directors to allot new shares that represent not
more than one third of the issued share capital of
the Company. No shares were allotted under that
authority during the financial year. The Company
is seeking to renew this authority at the
forthcoming AGM, within the limits set out in the
notice of that meeting. The Company is seeking
to renew the authority at the forthcoming AGM,
within the limits set out in the notice of that
meeting and in line with the recommendations
of the Pre-Emption Group.
On 21 May 2024, shareholders granted authority
for the Company to purchase up to 170,120,000
ordinary shares. This authority will expire at the
conclusion of the 2025 AGM and the Board will
seek approval to renew this authority at the 2025
AGM. No shares were purchased during 2024.
2025 AGM – Special Business
In addition to the ordinary business to be
conducted at the Company’s 2025 annual
general meeting to be held on 28 April 2025,
(the 2025 AGM) the following resolutions will
be proposed:
An ordinary resolution will be proposed to
consolidate the Ordinary Shares in a ratio of
15 to 1.
A special resolution will be proposed to cancel
the entire amount standing to the credit of the
Company’s share premium account (the Share
Premium Reduction). The Share Premium
Reduction is conditional upon the passing
of the special resolution by shareholders, the
confirmation of the Court, the registration of
the Court order by the Registrar of Companies:
and the Share Premium Reduction not being
prohibited under applicable law or regulation.
Further details of the Special Business to be
conducted at the 2025 AGM, including the
reasons why these resolutions are considered
in the best interest of shareholders, are included
in the 2025 AGM Notice.
Rights and restrictions attaching
to shares
Under the Company’s Articles, holders of
ordinary shares are entitled to participate in the
receipt of dividends pro rata to their holding. The
Board may propose and pay an interim dividend
and recommend a final dividend in respect of any
accounting period out of the profits available for
distribution under English law. A final dividend
may be declared by the shareholders in general
meeting by ordinary resolution, but no dividend
may be declared in excess of the amount
recommended by the Board.
At any general meeting, a resolution put to vote
shall be decided on a poll, and every member
who is present in person or by proxy shall have
one vote for every share of which they are
the holder.
No person holds securities in the Company
carrying special rights with regard to control of
the Company. The Company is not aware of any
agreements between holders of securities that
may result in restrictions on the transfer of
securities or on voting rights.
Restrictions on transfer of shares
The Company’s Articles allow directors, in their
absolute discretion, to refuse to register the
transfer of a share in certificated form unless the
instrument of transfer is lodged, duly stamped, at
the registered office of the Company, or at such
other place as the directors may appoint and
(except in the case of a transfer by a recognised
person where a certificate has not been issued
in respect of the share) is accompanied by the
certificate for the share to which it relates and
such other evidence as the directors may
reasonably require to show the right of the
transferor to make the transfer. They may also
refuse to register any such transfer where it is in
favour of more than four transferees or in respect
of more than one class of shares.
The directors may refuse to register a transfer of
a share in uncertificated form in any case where
the Company is entitled to refuse (or is exempted
from the requirement) under the Uncertificated
Securities Regulations to register the transfer.
Capita plc Annual Report and Accounts
127
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Major shareholders
Information provided to the Company by major shareholders pursuant to the FCA’s Disclosure
Guidance and Transparency Rules (DTR) are published via a Regulatory Information Service.
At 31 December 2024, the Company had received notification of the following interests in voting
rights pursuant to Chapter 5 of the DTR.
Shareholder Number of shares
% of voting rights at
31 December 2024
1
Number of shares
direct
Number of shares
indirect
Schroders plc 341,205,681 20.06 – 341,205,681
RWC Asset Management LLP 238,112,879 13.99 238,112,879 –
Lombard Odier Asset Management
(Europe) Limited 90,267,266 5.31 – 90,267,266
1. Percentages are shown as a percentage of the Company’s total voting rights as at the date the Company was notified of
the change in holding.
On 3 February 2025, notification in accordance with the DTRs was received from RWC Asset
Management LLP that it held indirectly 220,813,701 shares, being 12.97% of voting rights and
on3 March 2025 from Schroders plc that it held indirectly 339,946,970 shares being 19.98% of
voting rights.
At 3 March 2025, no further notifications had been received under the DTRs in relation to interests
in the Company’s shares.
Powers of directors
The business of the Company is managed by the directors who are subject to the provisions of the
Companies Act 2006, the Articles of the Company and any directions given by special resolution,
including the Company’s power to repurchase its own shares.
The Company’s Articles may only be amended by a special resolution of the Company’s shareholders.
Change of control
All the Company’s share schemes contain provisions in relation to a change of control. Outstanding
options and awards would normally vest and become exercisable on a change of control, subject to
the satisfaction of any performance conditions at that time.
Capita has borrowing facilities provided by banks and has issued loan notes to financial investors.
The borrowing facilities contain change of control provisions under which the banks may require
immediate repayment in full on a change of control of Capita plc. The loan notes issued by Capita
contain similar change of control provisions which are likely to require the Group to offer to prepay
the notes in full if there is a change in control of Capita plc.
There are a number of significant client agreements which contain provisions relating to change of
control, which in some cases could present a right of termination of the contract.
Appointment, reappointment, and
retirement of directors
Directors are appointed and may be removed
in accordance with the Articles of Association
(Articles) of the Company and the provisions
of the Companies Act 2006. All directors are
subject to election at the first AGM after their
appointment and, in accordance with Provision
18 of the Code, to annual re-election thereafter.
A resolution to elect or re-elect each director
will therefore be proposed at the AGM on
28 April 2025.
No person, other than a director retiring at the
meeting, shall be appointed or reappointed a
director of the Company at any general meeting
unless they are recommended by the directors.
No person, other than a director retiring at
a general meeting as set out above, shall be
appointed or reappointed unless between seven
and 35 days’ notice, executed by a member
qualified to vote on the appointment or
reappointment, has been given to the Company
of the intention to propose that person for
appointment or reappointment, together with
notice executed by that person of his/her
willingness to be appointed or reappointed.
Directors’ indemnities
As permitted by its Articles, the Company
has indemnified each director in respect of
certain liabilities and costs they might incur in the
execution of their duties as a director. Qualifying
third party indemnity provisions (as defined in
section 234 of the Companies Act 2006) were in
force during the year and continue to remain in
force. The directors’ indemnities will be available
for inspection at the AGM together with directors’
service contracts.
Directors’ report continued
Conflicts of interests
Under the Companies Act 2006, directors are
under an obligation to avoid situations in which
their interests can or do conflict, or may possibly
conflict, with those of the Company. A policy and
procedures are in place for identifying, disclosing,
evaluating and managing conflicts so that Board
decisions are not compromised by a conflicted
director. The Company’s Articles give the Board
power to authorise matters that give rise to actual
or potential conflicts. Procedures are reviewed
annually to ensure they are operating effectively.
All conflicts of interest are reviewed annually by
the Board and included in year-end attestations
by the directors. None of the directors of the
Company has a material interest in any contract
with the Company or its subsidiary undertakings,
other than their contracts of employment.
Employment policies, employee development
and engagement
Information on the Group’s employment policies,
including for disabled persons, and information
on employee development, consultation and
engagement is included in the responsible
business sections on pages 34 to 47 and
the engaging with our stakeholders section
on pages 48 to 52.
Political donations
The Group did not make any political donations
or incur any political expenditure during the year
(2023: nil).
Greenhouse gas emissions
Details of the Group’s greenhouse gas (GHG)
emissions, including metrics and methodology,
are set out on pages 56 to 60 of the
strategic report.
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Capita plc Annual Report and Accounts
128

Going concern and viability statement
The viability statement is detailed in full on pages
75 and 76. The directors have assessed the
viability of the Group over the three-year period
to 31 December 2027, taking into account the
Group’s current position and the potential impact
of the principal risks set out in the strategic
report. Based on this assessment, the directors
have a reasonable expectation that the Group
and Parent Company will be able to continue
in operation and meet their liabilities as they fall
due over the period of the viability assessment.
The Group’s business activities, together with
the factors likely to affect its future development,
performance and position are set out in the
strategic report on pages 2 to 76. The financial
position of the Group, its cash flows, liquidity
position and borrowing facilities are described
on pages 27 to 33. In addition, section 4 in the
financial statements on pages 199 to 212
includes the Group’s objectives, policies and
processes for managing its capital, its financial
risk management objectives, details of its
financial instruments and hedging activities,
and its exposures to credit risk and liquidity risk.
In determining the appropriate basis of
preparation of the financial statements for the
year ending 31 December 2024, the directors
are required to consider whether the Group
can continue in operational existence for the
foreseeable future, being a period of at least
12 months from the date of approval of the
financial statements.
The Board monitors closely the Group’s funding
position throughout the year, including monitoring
compliance with covenants and available facilities
to ensure it has sufficient headroom to fund
operations. In addition, to support the going
concern assumption, the Board conducts a
robust assessment of the Group’s financial
projections for the foreseeable future, considering
also the committed facilities available to the
Group. The Board has considered risks to
the projections under a severe but plausible
downside. This includes the potential adverse
financial impacts resulting from the following
risks: revenue growth falling materially short of
plan; operating margin expansion not being
achieved; targeted cost savings delayed and/or
not delivered; 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 incidents
such as data breaches and/or cyber attacks.
The Board has considered the mitigations, under
the direct control of the Group, that could be
implemented to address the financial impact
should these risks materialise. These mitigations
include, but are not limited to, reductions or
delays in capital investment, and substantially
reducing (or removing in full) bonus and incentive
payments. The Board has also assumed that the
intended renewal or extension of the Group’s
revolving credit facility by 31 December 2025 to
meet the requirements of the March 2025 private
placement loan notes is successful.
The Board has concluded that the Group and
Parent Company will continue in operation and
meet their liabilities as they fall due over the
period to 30 June 2026.
Accordingly, the directors have formed the
judgement that it is appropriate to prepare the
consolidated financial statements on the going
concern basis. The Board’s assessment is set
out in more detail in Section 1 of the consolidated
financial statements.
Directors’ statement of disclosure of
information to the auditor
Each of the persons who is a director at the date
of approval of this Annual Report confirms that:
• so far as the Director is aware, there is no
relevant audit information of which the
Company’s auditor is unaware: and
• the Director has taken all the steps that he/she
ought to have taken as a Director in order to
make himself/herself aware of any relevant audit
information and to establish that the Company’s
auditor is aware of that information.
This confirmation is given and should be
interpreted in accordance with the provisions
of section 418 of the Companies Act 2006.
Anti-bribery and corruption
Capita has a Group-wide anti-bribery and
corruption policy, which complies with the
Bribery Act 2010. Procedures are reviewed
periodically to ensure continued effective
compliance in Group businesses around
the world.
Election to apply FRS 101 –
reduced disclosure framework
The Parent Company continues to apply UK
GAAP in the preparation of its individual financial
statements in accordance with FRS 101 and
these are contained in section 1 of the financial
statements on pages 160 to 162. FRS 101
applies IFRS as adopted by the UK with certain
disclosure exemptions. No objections have
been received from shareholders.
Management report
For the purposes of Rule 4.1.5R(2) and Rule
4.1.8R of the DTRs, this directors’ report and the
strategic report on pages 2 to 74 comprise the
management report.
Strategic report
The Company is required to prepare a fair review
of the business of the Group during the financial
year ended 31 December 2024 and of the
position of the Group at the end of the financial
year, and a description of the principal risks
and uncertainties facing the Group (known
as a strategic report).
The purpose of the strategic report is to enable
shareholders to assess how the directors have
performed their duty under section 172 of the
Companies Act 2006 (duty to promote the
success of the Company). The Company has
chosen, in accordance with section 414C (11)
of the Companies Act 2006, and as noted in this
Directors’ report, to include certain matters in its
strategic report that would otherwise be required
to be disclosed in this Directors’ report.
The information that fulfils the requirements
of the strategic report can be found on pages
2 to 74 and includes an indication of future
likely developments in the Company, details of
important events and the Company’s business
goals, strategy and business model.
Capita plc Annual Report and Accounts
129
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Directors’ report continued
Additional disclosures
Other information that is relevant to the Directors’ report, and which is incorporated by reference into
this report, can be located as follows:
Pages
Events after the balance sheet date 222
Future developments 8 to 18
Research and development 27 to 33
Financial instruments and financial risk management 199 to 212
Greenhouse gas emissions 54 to 58
Corporate governance report, including the corporate governance statement as required by
Rule 7.2.1 of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules. 84 to 89
Colleague engagement 48
Stakeholder engagement 48 to 51
Section 172 statement 48 to 52
For the purposes of LR 6.6.1R, and 6.6.6R the following information is located as set out below:
Listing Rule Subject Pages
6.6.1 (1) Capitalisation of interest 207
6.6.1 (11–12) Shareholder waiver of dividends 127
6.6.6 (8) Climate-related financial disclosures consistent with TCFD 59 to 67
Statement of Directors’ responsibilities in respect of the annual report and the financial statements
The directors are responsible for preparing the Annual Report and Accounts and the Group and
Parent Company financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare Group and Parent Company financial statements
for each financial year. Under that law they are required to prepare the Group financial statements in
accordance with UK-adopted international accounting standards and applicable law and have elected
to prepare the Parent Company financial statements in accordance with UK accounting standards
and applicable law, 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 Group and Parent Company and of the
Group’s profit or loss for that period. In preparing each of the Group and Parent Company financial
statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable, relevant and reliable and, in respect of
the Parent Company financial statements only, prudent;
• for the Group financial statements, state whether they have been prepared in accordance with
UK-adopted international accounting standards;
• for the Parent Company financial statements, state whether applicable UK accounting standards
have been followed, subject to any material departures disclosed and explained in the Parent
Company financial statements;
• assess the Group and Parent 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 Group
or the Parent 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 Parent Company’s
transactions and disclose with reasonable
accuracy at any time the financial position of
the Parent Company and enable them to ensure
that its 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 Group and to prevent and detect
fraud and other irregularities.
Under applicable law and regulations, the
directors are also responsible for preparing a
strategic report, Directors’ report, Directors’
remuneration report and corporate governance
statement that complies with that law and
those regulations.
The directors are responsible for the maintenance
and integrity of the corporate and financial
information included on the company’s website.
Legislation in the UK governing the preparation
and dissemination of financial statements may
differ from legislation in other jurisdictions.
In accordance with Disclosure Guidance and
Transparency Rule (DTR) 4.1.16R, the financial
statements will form part of the annual financial
report prepared under DTR 4.1.17R and 4.1.18R.
The auditor’s report on these financial statements
provides no assurance over whether the annual
financial report has been prepared in accordance
with those requirements.
Responsibility statement of the directors in
respect of the annual financial report
We confirm that to the best of our knowledge:
• the financial statements, prepared in
accordance with the applicable set of
accounting standards, give a true and fair
view of the assets, liabilities, financial position
and profit or loss of the company and the
undertakings included in the consolidation
taken as a whole; and
• the strategic report includes a fair review
of the development and performance of the
business and the position of the issuer and
the undertakings included in the consolidation
taken as a whole, together with a description
of the principal risks and uncertainties that
they face.
We consider the annual report and accounts,
taken as a whole, is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the
Group’s position and performance, business
model and strategy.
By order of the Board
Claire Denton,
Chief General Counsel and
Company Secretary
4 March 2025
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130

Financial statements
Financial statements
132 Independent Auditor’s Report
155 Consolidated financial statements
160 Notes to the consolidated
financial statements
226 Company financial statements
228 Notes to the Company financial statements
233 Additional information
233 Shareholder information
234 Alternative performance measures (APMs)
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KPMG LLP’s Independent Auditor’s Report
KPMG LLP’s Independent Auditor’s Report
To the members of Capita plc
What our opinion covers
We have audited the Group and Parent Company financial statements of Capita plc (“the Company”) for the year ended 31 December 2024 (FY24) included in the Annual Report and Accounts, which comprise:
Group Parent Company (Capita plc)
The consolidated income statement, consolidated statement of comprehensive income, consolidated
balance sheet, consolidated statement of changes in equity, consolidated cash flow statement and
related notes, including the accounting policies in section 1 to 6 of the Group financial statements.
The company balance sheet, company statement of changes in equity and the related notes, including
the accounting policies in section 7 to the Parent Company financial statements.
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 believe that the audit evidence we have
obtained is a sufficient and appropriate basis for our opinion. Our audit opinion and matters included in this report are consistent with those discussed and included in our reporting to the Audit and Risk
Committee (“ARC”).
We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public
interest entities.
1. Our opinion is unmodified
In our opinion:
• the financial statements of Capita plc give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2024, and of the Group’s profit for the year
then ended;
• the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
• the Parent Company financial statements have been properly prepared in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework; and
• the Group and Parent Company financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
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2. Overview of our audit
Factors driving our
view of risks
Going concern remains a Key Audit Matter. The Group completed its Portfolio disposal programme
and disposal of Capita One in the year, and has issued £94.2m equivalent of US private placement
loan notes post year-end. However, the Group generated a significant cash outflow in FY24, and
budgeted performance in FY25 continues to be underpinned by the ongoing major restructuring
programme to reduce costs and to make the Group more efficient. The key risk factor for the
Group is the ability to generate cash backed profit, which is currently accentuated by a low win
rate of new and expanded scope contracts. Consistent with FY23, the risk is focused on the
judgement taken in reaching the conclusion of no material uncertainty, and the adequacy of
the accompanying disclosures.
There continues to be a significant difference between the Group’s market capitalisation (based
upon the share price at the reporting date, and adjusted for the fair value of net debt and surplus
assets), and the sum-of-the-parts recoverable amount of the cash generating units (‘CGUs’) of the
Group, determined using the Fair Value Less Costs of Disposal (‘FVLCOD’) method. In FY23, the
significant risk associated with goodwill impairment was specific to the Experience group of CGUs.
However, during FY24, the Group has reassessed the composition of its cash generating units, and
reallocated the goodwill previously assigned to the Experience group of CGUs to two new groups
of CGUs, being Contact Centre and Pension Solutions. Following this reassessment, in FY24, the
focus of our procedures was the Contact Centre group of CGUs. There has been a £75.1m
impairment of goodwill allocated to the Contact Centre group of CGUs, and this remains sensitive
to changes in the underlying assumptions, such as planned revenue growth and the benefits of the
cost reduction programme not being achieved.
The risks associated with recoverability of contract fulfilment assets (‘CFAs’) and recognition
and measurement of onerous contract provisions both remain stable. We continue to perform
procedures over capitalisation of CFAs. We continue to identify this as a significant risk, however
due to the fact that there are limited CFAs that have been recognised on new major contracts
in the financial year, there has been less audit effort spent on this in our current year audit and,
therefore, it is not separately identified in our report this year.
For the Parent Company, recoverability of investments in, and amounts due from, its subsidiaries
remains a Key Audit Matter, owing to the materiality of these balances and the estimation
uncertainty of the underlying cash flow forecasts used to determine recoverable amount
and expected credit losses.
The revenue recognition Key Audit Matter from previous periods has been removed. We continue
to identify this as a significant risk and perform procedures over revenue recognition. However,
less audit effort has been spent on this, as a result of a reduced volume of new contract wins
and contract modifications in the year, and therefore is no longer identified as a Key Audit Matter.
In the prior year, we had introduced a new Key Audit Matter related to the March 2023 cyber
incident, to reflect the considerable audit effort for assessing the identification, measurement and
disclosure of actual and potential costs. We continue to perform procedures in respect of this,
however, the relative audit effort has reduced as a result of a lack of substantial developments
in the current year, and therefore we have not assessed this to be a Key Audit Matter for FY24.
Key Audit Matters Vs FY23 Item
Going Concern
4.1
Goodwill impairment for the Contact Centre cash
generating unit
Not
applicable 4.2
Recoverability of contract fulfilment assets and recognition
and measurement of onerous contract provisions
4.3
Recoverability of the Parent Company’s investments in,
and amounts due from, its subsidiaries
4.4
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KPMG LLP’s Independent Auditor’s Report continued
Audit and risk
committee
interaction
During the year, the ARC met 5 times. KPMG are invited to attend all ARC meetings and are provided with an opportunity to meet with the ARC in private sessions without the
Executive Directors being present. For each Key Audit Matter, we have set out communications with the ARC in section 6, including matters that required particular judgement for each.
The matters included in the Audit and Risk Committee Chair’s report on page 99 are materially consistent with our observations of those meetings.
Our independence
We have fulfilled our ethical responsibilities under, and we remain independent of the Group in
accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed
public interest entities.
We have not performed any non-audit services during FY24 or subsequently which are prohibited
by the FRC Ethical Standard.
We were first appointed as auditor by the shareholders for the year ended 31 December 2010.
The period of total uninterrupted engagement is for the 15 financial years ended 31 December 2024.
The Group engagement partner is required to rotate every 5 years. As these are the third set of
the Group’s financial statements signed by Ian Griffiths, he will be required to rotate following the
FY26 audit.
The average tenure of component engagement partners is 3 years, with the shortest being 1 and
the longest being 5.
Total audit fee £5.3m
Audit related fees (including interim review) £300k
Other services £1.0m
Non-audit fee as a % of total audit and audit related fee % 18%
Date first appointed 18 August 2010
Uninterrupted audit tenure 15 years
Next financial period which requires a tender 2030
Tenure of Group engagement partner 3 years
Average tenure of component engagement partners 3 years
Materiality
(Item 6 below)
The scope of our work is influenced by our view of materiality and our assessed risk of
material misstatement.
We have determined overall materiality for the Group financial statements as a whole at £6.0m
(FY23: £6.0m) and for the Parent Company financial statements as a whole at £5.5m
(FY23: £5.5m).
Consistent with FY23, we determined that Group revenue of £2,421.6m, normalised by excluding
revenue in relation to business exits of £52.5m as disclosed in note 2.8, remains the benchmark for
the Group, of which our materiality represents 0.25% (FY23: 0.21%). This reflects the continuing
volatility in profit before tax from continuing operations, with revenue providing a more stable
measure year on year. Revenue is also a significant focus for management and external
stakeholders.
Materiality for the Parent Company financial statements was determined by reference to Company
total assets and represents 0.18% of the Company’s total assets (FY23: 0.17%).
Materiality levels used in our audit
Materiality levels used in our audit
FY24 £m FY23 £m
Group
GPM
HCM
PLC
LCM
AMPT
5.0
4.8
6.0
6.0
3.9
3.9
0.4
0.2
0.3
0.3
5.5
5.5
Group Group Materiality
GPM Group Performance Materiality
HCM Highest Component Materiality
PLC Parent Company Materiality
LCM Lowest Component Materiality
AMPT Audit Misstatement Posting Threshold
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134

Group scope
(Item 7 below)
We have performed risk assessment procedures to determine which of the Group’s components
are likely to include risks of material misstatement to the Group financial statements, what audit
procedures to perform at these components and the extent of involvement required from our
overseas component auditors around the world.
In total, we identified 123 components, having considered our evaluation of Key Audit Matters, the
existence of common risk profile across entities, the Group’s operational structure and our ability
to perform audit procedures centrally. We performed audit procedures on 15 components.
In addition, for the remaining components for which we performed no audit procedures, we
performed analysis at an aggregated Group level to re-examine our assessment that there was
not a reasonable possibility of a material misstatement in these components.
We consider the scope of our audit, as communicated to the Audit and Risk Committee, to be
an appropriate basis for our audit opinion.
As noted by the Audit and Risk Committee on page 99, the Group’s internal system of controls is
undergoing a programme of improvement. The developing nature of the control environment
outlined by the ARC is consistent with our own audit findings in previous and the current year.
Therefore, given these findings, we planned to not rely on either manual or automated controls and
performed a predominately substantive audit for relevant processes. We used data and analytics
to support our audit of areas such as revenue and purchases. Given that we do not rely on IT
controls, a direct testing approach was used over the completeness and reliability of data used
in these routines.
Coverage of Group financial statements
Group Revenue: Our audit procedures covered 89.9% of Group revenue:
10.1%
89.9%
Group
Revenue
We performed audit procedures in relation to components and consolidation
adjustments that overall accounted for the following percentages:
18%
82%
Total profits and
losses that make up
Group profit
before tax
4%
96%
Total debits and
credits that make up
Group assets
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KPMG LLP’s Independent Auditor’s Report continued
The impact of
climate change
on our audit
We have considered the potential impacts of climate change on the financial statements as part of planning our audit. This included the business sectors the Group operates in, the
assets and liabilities the Group holds on its balance sheet, and the ways in which the Group maintains and develops its client relations and supplier engagement and manages its people.
As part of our audit, we have made enquiries of management to understand the extent of the potential impact of climate change risk on the Group’s financial statements. We have
performed a risk assessment of how the impact of climate change may affect the financial statements and our audit. Taking into account the nature of the Group’s operations, our
assessment is that the climate related risks to the Group’s business, strategy and future results did not have a significant impact on our Key Audit Matters.
We have also read the Board’s Task Force on Climate-related Financial Disclosure (TCFD) statement in the front half of the annual report and accounts and considered consistency
with the financial statements and our audit knowledge.
3. Going concern, viability and principal risks and uncertainties
The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Parent Company or to cease their operations, and as they have concluded
that the Group’s and the Parent 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 their
ability to continue as a going concern from the date of approval of the financial statements to 30 June 2026 (“the going concern period”).
Going concern
An explanation of how we evaluated management’s assessment of going concern is set out in the related Key Audit Matter in section 4.1 of this report.
Our conclusions
Our conclusions based on those procedures described in section 4.1 of this report are:
• 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 Group’s or Parent Company’s ability to continue as a going concern for the going concern period;
• we have nothing material to add or draw attention to in relation to the Directors’ statement in section 1 to the financial statements on the use of the going concern
basis of accounting with no material uncertainties that may cast significant doubt over the Group and Parent Company’s use of that basis for the going concern
period; and
• The related statement under the UK Listing Rules set out on page 75 is materially consistent with the financial statements and our audit knowledge.
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 Group or the Parent Company will continue in operation.
Summary of our conclusions
We found the Directors’ use of the going
concern basis of accounting without any
material uncertainty for the Group and
Parent Company to be acceptable.
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Disclosures of emerging and principal risks and longer-term viability
Our responsibility
We are required to perform procedures to identify whether there is a material inconsistency between the Directors’ disclosures in respect of emerging and principal
risks and the viability statement, and the financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in relation to:
• the Directors’ confirmation within the Corporate governance report on page 84 that they have carried out a robust assessment of the emerging and principal
risks facing the Group, including those that would threaten its business model, future performance, solvency and liquidity;
• the risk management and internal control disclosures describing these risks and how emerging risks are identified and explaining how they are being managed
and mitigated; and
• the Directors’ explanation in the viability statement of how they have assessed the prospects of the Group, over what period they have done so and why they
considered that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able to continue in
operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary
qualifications or assumptions.
We are also required to review the viability statement set out on page 75 under the UK Listing Rules.
Our work is limited to assessing these matters in the context of only the knowledge acquired during our financial statements audit. 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 absence of anything to report on these statements is not a guarantee as to the Group’s and Parent Company’s longer-term viability.
Our reporting
We have nothing material to add or draw
attention to in relation to these disclosures.
We have concluded that these
disclosures are materially consistent
with the financial statements and our
audit knowledge.
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KPMG LLP’s Independent Auditor’s Report continued
4. Key Audit Matters
What we mean
Key Audit Matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and include the most significant assessed risks of material
misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on:
• the overall audit strategy;
• the allocation of resources in the audit; and
• directing the efforts of the engagement team.
We include below the Key Audit Matters, in decreasing order of audit significance, together with our key audit procedures to address those matters and our findings from those procedures in order that the
Company’s members, as a body, may better understand the process by which we arrived at our audit opinion. These matters were addressed, and our findings are based on procedures undertaken for the
purpose of our audit of the financial statements as a whole. We do not provide a separate opinion on these matters.
4.1 Going concern (group and parent company)
Financial Statement Elements Our assessment of risk vs FY23 Our findings
Going concern disclosures with no material
uncertainties – section 1 to the Group
financial statements
Our assessment is that the risk is similar
to FY23. The risk continues to be focused
on the judgement taken in reaching the
conclusion of no material uncertainty, and
adequacy of the accompanying disclosures.
FY24: We found the Group’s judgement that there was no material uncertainty to be disclosed,
to be balanced (FY23: balanced). We found the going concern disclosure in section 1 without
any material uncertainty to be proportionate. (FY23: proportionate).
Description of the Key Audit Matter Our response to the risk
Subjective Judgement
The Group completed its Portfolio disposal programme
during FY24, with the final disposal in January 2024, to
generate cash proceeds. The Group also completed a
subsequent disposal of Capita One in September 2024 and
has issued £94.2m equivalent of US private placement loan
notes post year-end. Despite this, the Group generated a
significant cash outflow in FY24. Performance in the going
concern assessment period is underpinned by forecast
revenue growth, as well as the continued delivery of a major
restructuring programme to reduce costs and to make the
Group more efficient. Consistent with FY23, the risk is
focused on the judgement taken in reaching the conclusion
of no material uncertainty.
We considered whether these risks could plausibly affect the liquidity or covenant compliance in the going concern period by assessing the
Directors’ sensitivities over the level of available financial resources and covenant thresholds indicated by the Group’s financial forecasts taking
account of severe, but plausible, adverse effects that could arise from these risks individually and collectively.
Our procedures to address the risk included:
Our sector experience: We assessed the projections and assumptions by reference to our knowledge of the business and general market
conditions, including the UK political environment, and taking account of the potential risk for management bias. We critically assessed whether the
risks and uncertainties associated with the Group’s customers, suppliers and workforce have been sufficiently factored in the forecast cash flows.
We considered the risk factors as set out by the Board in the Principal Risks section of the annual report and accounts, and where relevant,
assessed whether these were sufficiently taken into consideration in the projections prepared to support the base case and the downside
risks applied.
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4.1 Going concern (group and parent company) continued
Description of the Key Audit Matter Our response to the risk
Disclosure quality
The financial statements explain how the Board has
formed a judgement that it is appropriate to adopt
the going concern basis of preparation for the
Group and Parent Company.
That judgement is based on an evaluation of
the inherent risks to the Group’s and Parent
Company’s business model and how those risks
might affect the Group’s and Parent Company’s
financial resources or ability to continue operations
from the date of approval of these financial
statements through to 30 June 2026
(the ‘going concern period’).
The risks most likely to adversely affect the Group’s
and Parent Company’s available financial resources
and compliance with covenants over this period
include, but are not limited to, the following:
• An inability to achieve the revenue and
operating profit growth targets in the
Group’s business plan.
• The inability to achieve, or delays related to,
cost savings under the Group’s
restructuring programme.
• Adverse impact from inflationary pressures,
such as interest rates.
• Refinancing risk in relation to the requirements
of the 2025 Loan Notes.
The risk for our audit was whether or not those
risks were such that they amounted to a material
uncertainty that may have cast significant doubt
about the ability to continue as a going concern.
Had they been such, then that fact would have
been required to have been disclosed.
Test of detail: We critically assessed the cash flow forecasts by considering the appropriateness of key assumptions used in preparing those
projections, with a specific focus on the revenue growth and assumptions of cost savings derived from the Group’s restructuring programme.
We evaluated these via enquiries with each of the divisional Finance Directors, the Chief Executive Officer, and Chief Financial Officer, and inspected
the Board’s plans and associated papers. We benchmarked the key assumptions behind the cashflow forecasts against third party evidence, including
forecasts of inflation, interest rate, and wage growth.
Historical comparisons: We assessed the ability of the Group to accurately forecast by comparing historical results to past forecasts for key
assumptions, such as revenue growth and cost reduction. We assessed the most recent years’ performance against budget, including sales growth
and cost reductions and challenged the assumptions over the going concern period based on historical performances.
Funding assessment: We read the loan notes and revolving credit facility (RCF) agreements to understand the terms including covenant requirement
and any restrictions of use of funds. We re-performed the key financial covenants calculations for 30 June 2025 and 2026 and 31 December 2025.
We considered the adjustments made by the Group in the adjusted EBITDA for the covenant calculations, considering the appropriateness compared to
the loan agreements and historical accepted practice with the current lenders. In addition, we inspected the loan agreements that set out the proposed
items to be excluded in the adjusted EBITDA definition and compared these against the items included in the covenant calculations.
We evaluated the refinancing risk, including a renewal or extension of the RCF within the going concern assessment period. This included consideration
of the previous RCF extensions secured and potential factors which remain outside of the Group’s control, including debt market conditions at the time
of the fund raising.
Sensitivity analysis: We critically challenged the downside sensitivities to ensure that these represented severe but plausible scenarios based on
our knowledge of the business, the associated risk exposure and we considered the most recent trading results to form a holistic view of the Group.
Evaluating Directors’ intent: We evaluated the achievability of the actions the Directors consider they would take to improve the position should the
risks in the severe but plausible scenario materialise, which included reductions in bonus and incentive payments, and capex investment, taking into
account the extent to which the Directors can control the timing and outcome of these. This included consideration of the nature and quantum of
historical cost savings delivered and the feasibility of implementing these over the going concern period.
Stress scenario: We also developed a more stressed scenario than the severe but plausible scenario prepared by the Directors based upon our
knowledge of the business and the identified risks. In response, the Directors identified additional mitigations that they would take to maintain covenant
compliance throughout the going concern period. We assessed the plausibility of these additional mitigations, including consideration of whether these
mitigations were within the control of the Directors and could be implemented in the timeframe required.
Assessing transparency: We assessed whether the matters included in the going concern disclosure give a full and accurate description of the
Directors’ assessment, including the judgements made, identified risks and mitigating actions.
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KPMG LLP’s Independent Auditor’s Report continued
4.1 Going concern (group and parent company) continued
Communications with Capita plc’s Audit and Risk Committee
Our discussions with and reporting to the Audit and Risk Committee included:
• Our evaluation of whether the Going Concern period of assessment is appropriate
• Our assessment of the risk and potential mitigations included in the Group’s downside case, including the Directors’ intent and the extent to which mitigating actions are within their control, should
risks materialise
• Our assessment of the Group’s historical forecasting accuracy and current performance
Areas of particular auditor judgement
We identified the following as the area of particular auditor judgement:
• The level of severity in the downside assumptions and the quantum of the proposed mitigations. This included whether the proposed mitigations are executable based on intent of the Directors, and could
be implemented in the timeframe required.
Our findings
We found the Group’s judgement that there was no material uncertainty to be disclosed, to be balanced (FY23: balanced).
We found the going concern disclosure in section 1 without any material uncertainty to be proportionate (FY23: proportionate).
Further information in the Annual Report and Accounts: See the ARC Report on page 99 for details on how the ARC considered Going Concern as an area of significant attention and page 160 for the
accounting policy on Going Concern.
4.2 Goodwill impairment for the Contact Centres cash generating unit
Financial Statement Elements Our findings
FY24 FY23
Impairment charge in Contact
Centre CGU £75.1m n/a
Carrying amount of goodwill in
the Contact Centre CGU £72.3m n/a
FY24: Mildly Cautious
Description of the Key Audit Matter Our response to the risk
Forecast-based impairment assessment
We consider the carrying value of goodwill and goodwill impairment allocated
to the Contact Centre group of cash generating units (‘Contact Centre CGU’)
to be a significant audit risk of error. We also identified a fraud risk related
to the estimation of the recoverable amount of the Contact Centre CGU
goodwill because of the inherent uncertainty involved in forecasting and
discounting future cash flows, which creates a potential for management
bias given previous market guidance communications. This reflects the
inherent uncertainty involved in forecasting future cash flows, which are
the basis of the assessment of recoverability.
We performed the tests below rather than seeking to rely on any of the Group’s controls because the nature of the balance is
such that we would expect to obtain audit evidence primarily through the detailed procedures described.
Our procedures to address the risk included:
Tests of detail: We tested the principles and integrity of the Group’s discounted cash flow model. We compared the cash
flows used in the impairment model to the output of the Group’s budgeting process. We evaluated whether the additional risk
adjustments made to the forecast cash flows were reasonable from the perspective of a market participant, taking into account
the understanding we obtained about the Contact Centre business area through our audit.
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4.2 Goodwill impairment for the Contact Centres cash generating unit continued
Description of the Key Audit Matter Our response to the risk
In FY23, the focus of our key audit matter was in respect of
the Experience CGU. However, during FY24, the Directors
have reassessed the composition of its cash generating units,
and determined that the lowest level at which goodwill is
now monitored is at a sub-divisional level for Experience.
Accordingly, the goodwill has been reallocated to the 2 new
CGU’s, being Contact Centre and Pension Solutions. Following
this reassessment, in FY24, we have identified that the Contact
Centre CGU (post impairment goodwill carrying value of £72.3m)
is most sensitive to changes in the underlying assumptions,
such as planned revenue growth and the benefits of the cost
reduction programme not being achieved
In the current year the Group recognised an impairment charge
to the Contact Centre CGU goodwill of £75.1m, reflecting the
uncertainty in relation to the Contact Centre CGU’s ability to
achieve revenue targets, given its recent performance. There
is also execution and delivery risk associated with the forecast
cost savings from the ongoing cost restructuring programme.
These may further impact the Contact Centre CGU’s activities
and performance, and renders forecasting of the underlying
cashflows used in determining the fair value less costs of
disposal challenging. There also continues to be a significant
difference between the Group’s market capitalisation (based
upon the share price at the reporting date, and adjusted for the
fair value of net debt and surplus assets), and the sum-of-the-
parts recoverable amount of the CGUs of the Group, determined
using the fair value less costs of disposal (FVLCD) method.
The recoverable amount of the CGU, and consequently the
impairment charge, is therefore subject to a high degree of
estimation uncertainty with a range of possible outcomes in
excess of our materiality for the financial statements as whole.
Our entity experience: We critically assessed the Group’s assumptions of forecast revenue and forecast cash savings from the ongoing
cost restructuring programme, taking account of strategic plans approved by the Board.
Historical comparison: We assessed the historical accuracy of the forecasts used in the Group’s impairment model by considering
actual performance against prior year budgets. This included comparing forecast cash flows savings from the ongoing cost restructuring
programme to actuals. We also assessed the forecast revenue growth with reference to the most recent results for 2023 and 2024.
Sensitivity analysis: We performed sensitivity and break-even analyses for the key inputs and assumptions.
Comparing valuations: As an overall stand-back test we compared the sum of the discounted cash flows to the Group’s market
capitalisation and assessed the rationale for the differences. We also compared the implied share price derived from the recoverable
amount at the year end to the Company’s share price and assessed the reasonableness of the factors identified by the Board to explain
the differences. In addition, we considered the valuation of comparable companies.
Assessing transparency: We evaluated the adequacy of the disclosures related to the estimation uncertainty, and assumptions in
determining the recoverable amount of the Contact Centre CGU.
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KPMG LLP’s Independent Auditor’s Report continued
4.2 Goodwill impairment for the Contact Centres cash generating unit continued
Description of the Key Audit Matter Our response to the risk
Disclosure quality
The financial statements (note 3.4) disclose the key assumptions
underlying the goodwill impairment calculation and the sensitivity
of the calculation to changes in these assumptions for the
Contact Centre CGU.
There is a risk that the disclosures presented are not sufficient
to explain the key assumptions that drive the valuation, and the
key sensitivities that the Board has considered.
Communications with Capita plc’s Audit and Risk Committee
Our discussions with and reporting to the Audit and Risk Committee included:
• Our determination of where the significant risk is in 2024, and our conclusions on the appropriateness of the assumptions in the valuation model.
• Our views on the disclosures included in the financial statements and the sensitivity of the Contact Centre impairment conclusion to reasonably possible changes in assumptions.
Areas of particular auditor judgement
We identified the following as the areas of particular auditor judgement:
• Whether the Group’s cash flow forecasts for Contact Centre CGU, in particular those in respect of revenue growth and the quantum and timing of the cost savings expected from the delivery of the
restructuring programme, fell within an acceptable range.
• Adequacy of sensitivity disclosures and the assessment as to what would constitute a reasonably possible downside scenario for the CGU.
Our findings
We found the Group’s estimated recoverable amount of goodwill for the Contact Centre CGU and the related impairment charge to be mildly cautious, resulting in an impairment charge at the higher end of
our acceptable range. We found the Group’s disclosures of the related assumptions and sensitivities to be proportionate.
Further information in the Annual Report and Accounts: See the ARC Report on page 99 for details on how the ARC considered the Carrying amount of goodwill for the Contact Centre CGU as an area of
significant attention, page 193 for the accounting policy on goodwill impairment for the Contact Centre CGU and note 3.4 for the financial disclosures.
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4.3 Recoverability of contract fulfilment assets and recognition and measurement of onerous contract provisions
Financial Statement Elements Our assessment of risk vs FY23 Our findings
FY24 FY23
Non-Current Contract Fulfilment
Assets (‘CFA’) £257.5m £257.0m
Onerous Contract Provisions
(‘OCP’) £46.2m £43.3m
Risk remains stable vs FY23 FY24: balanced
FY23: balanced
Description of the Key Audit Matter Our response to the risk Our response to the risk
Subjective Judgement
A contract fulfilment asset is recorded for costs incurred on
a contract or an anticipated contract that generate or enhance the
resources of the Group that will be used in satisfying future obligations
under the contract.
Where a contract is not performing as expected, in line with key milestones
or not started in line with contractual timelines, the costs capitalised may not
be recoverable and an impairment of the asset may need to be recorded.
Where no CFA has been recorded, or the CFA has already been fully
impaired, there is also a risk that the contract may be onerous, and
an onerous contract provision should be recorded.
We have identified a risk of fraud in response to potential pressures and
incentives on management to not recognise or manipulate impairments of
CFAs, or manipulate OCPs, to achieve bonus targets or market consensus.
There is inherent uncertainty in forecasting contract profitability over the
contract lifetime, which gives rise to estimation uncertainty, and therefore
judgement may be required in determining the amounts of CFAs that need
to be impaired or OCPs recorded, particularly for contracts in the
pre-inflection phase of transformation.
We performed the tests below rather than seeking to rely on any of the Group’s controls because the nature of the balance is
such that we would expect to obtain audit evidence primarily through the detailed procedures described.
Our procedures to address the risk included:
Our sector and entity experience: We considered the assumptions within the business plans and contract lifetime
assessments and whether conditions that could lead to a CFA impairment or OCP have been identified appropriately, particularly
on contracts that have had a poor performance in the current year or that are in a pre-inflection phase of transformation.
For a selection of contracts, including those identified by the Board as being high risk, we challenged the Group’s assessment
of whether the associated CFAs should be impaired or OCPs should be recorded. We assessed contract profitability forecasts
by analysing historic performance relative to contractual commitments over its full term. This included critically assessing the
assumptions over future costs, including projected savings and the actions required to achieve these by comparison to
historical cost savings achieved on similar projects.
We assessed forecast contract profitability by considering any contract specific key performance indicators that could trigger
service credits, together with any contract modifications agreed with the customer in response to the economic environment,
or more widely as part of commercial discussions.
Benchmarking: We assessed any ongoing impact of inflation and the UK Autumn Budget (in particular changes to employers’
National Insurance contributions) on the key assumptions.
Our assessment considered the levels of uncertainty contained in the forecasts, the extent to which Company actions alone
could mitigate risks, and any dependencies on the customer or other third parties.
Assessing transparency: We considered the disclosures in the financial statements to assess whether these provided sufficient
detail on judgements taken in respect of recoverability of CFAs, and recognition and measurement of OCPs.
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KPMG LLP’s Independent Auditor’s Report continued
4.3 Recoverability of contract fulfilment assets and recognition and measurement of onerous contract provisions continued
Description of the Key Audit Matter Our response to the risk
The effect of these matters is that, as part of our risk assessment,
we determined that there is a risk of error in respect of the recoverable
amount of non-current contract fulfilment assets and completeness and
accuracy of the onerous contract provision, as a result of a high degree
of estimation uncertainty, with a potential range of possible outcomes
greater than our materiality for the financial statements as a whole.
We continue to perform procedures over capitalisation of CFAs. However,
due to the fact that there are limited CFAs that have been recognised on
new major contracts in the financial year, we have not assessed this as
one of the most significant risks in our current year audit and, therefore,
it is not separately identified in our report this year.
Disclosure quality
There is a risk that the disclosures presented are not adequate in
explaining the key assumptions and sensitivity of these assumptions
applied in assessment of recoverability of CFAs and any onerous contract
provisions required.
Benchmarking: We assessed any ongoing impact of inflation and the UK Autumn Budget (in particular changes to employers’
National Insurance contributions) on the key assumptions.
Our assessment considered the levels of uncertainty contained in the forecasts, the extent to which Company actions alone could
mitigate risks, and any dependencies on the customer or other third parties.
Assessing transparency: We considered the disclosures in the financial statements to assess whether these provided sufficient
detail on judgements taken in respect of recoverability of CFAs, and recognition and measurement of OCPs.
Communications with Capita plc’s Audit and Risk Committee
Our discussions with and reporting to the Audit and Risk Committee included:
• Our assessment of the Group’s judgements linked to contracts potentially at risk of becoming onerous, or where an OCP is already held. This included consideration of recoverability of any CFA recognised
related to those contracts.
• Adequacy of accompanying disclosures in respect to CFAs and OCPs in notes 2.1 and 3.1.3 to the financial statements.
Areas of particular auditor judgement
We identified the following as the area of particular auditor judgement:
• Assessment of the need for OCPs and/or CFA impairment for contracts potentially at risk, for which profitability is sensitive to forecast assumptions made in respect to remaining expected contract life.
Our findings
We found the Group’s estimated recoverable amount and the related impairment charge for CFAs, and the recognised OCPs to be balanced (FY23: balanced).
We found that the Group’s disclosures in note 2.1 and 3.1.3 to be proportionate (FY23: proportionate).
Further information in the Annual Report and Accounts: See the ARC Report on page 99 for details on how the ARC considered Recoverability of CFAs and Recognition and Measurement of OCPs as an area
of significant attention, page 166 for the accounting policy on assessing recoverability of CFAs and Recognition and Measurement of OCPs and note 2.1 and 3.1.3 for the financial disclosures.
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4.4 Recoverability of the parent company’s investment in, and amounts due from, its subsidiaries
Financial Statement Elements Our assessment of risk vs FY23 Our findings
FY24 FY23
Investments carrying value
after impairment £978.2m £996.0m
Impairment charge in Capita Life
and Pension Regulated Services £5.9m n/a
Amounts receivable from
subsidiary companies £2,025.3m £2,270.3m
Risk remains stable vs FY23 FY24: Balanced
FY23: Balanced
Description of the Key Audit Matter Our response to the risk
Forecast-based assessment
The carrying amount of the Parent Company’s investment in, and amounts
due from, its subsidiaries represent 31.6 % and 65.3% (FY23: 30.2% and
68.8%) of its total assets respectively.
The estimated recoverable amount of these balances is subjective due to
the inherent uncertainty involved in forecasting future cash flows, especially
forecast revenue growth.
An impairment of £5.9m has been recognised on the investment
in subsidiary in Capita Life and Pension Regulated Services (CLPRS).
Uncertainty in relation to the current macro-economic environment and
the execution risk associated with delivery of cost savings from the ongoing
cost restructuring programme may further impact the Group’s activities and
performance and renders precise forecasting of the underlying cashflows
for all the Group’s subsidiaries challenging.
The effect of these matters is that, as part of our risk assessment for audit
planning purposes, we determined that the recoverable amount of the Parent
Company’s investment in, and amounts due from, its subsidiaries had a
high degree of estimation uncertainty, with a potential range of reasonable
outcomes greater than our materiality for the financial statements as a whole.
In conducting our final audit work, we concluded that, except for the
investment in subsidiary in CLPRS, reasonably possible changes to the
recoverable amounts would not be expected to result in material impairment
or expected credit losses.
We performed the tests below rather than seeking to rely on the Parent Company’s controls because the nature of the balance
is such that we would expect to obtain audit evidence primarily through the detailed procedures described.
Our procedures included:
Tests of detail: For amounts due from subsidiaries, we first assessed the likely risk of default by the counterparty with reference
to the Parent Company’s definition of default, being a net liability position. This was based upon the subsidiary’s draft balance
sheet as utilised within the Group consolidation. For investments, we assessed if there was an indicator of impairment by
comparing the carrying amount of the investment with the subsidiary’s draft net assets within the Group consolidation, being
an approximation of its minimum recoverable amount. Where required, we then proceeded to assess the probability of recovery
based upon the entity level discounted cashflow forecasts and the recoverable amount of any indirect subsidiaries. We assessed
consistency with the cashflows utilised in the goodwill impairment (where applicable), deferred tax and going concern models.
For CLPRS, we also assessed consistency with the assumptions used in determining the related OCPs.
Historical comparison: For the balances identified as at greatest risk of irrecoverability, we assessed the historical accuracy
of the forecasts used by considering actual performance against prior year budgets, recognising the impacts of the current
macro-economic environment. We assessed the forecast revenue growth with reference to the most recent results for 2022
and 2023. This included comparing forecast cash flows savings from the ongoing cost restructuring programme to actuals.
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4.4 Recoverability of the parent company’s investment in, and amounts due from, its subsidiaries continued
Description of the Key Audit Matter Our response to the risk
Disclosure quality
The financial statements (note 7.3.3) disclose the key assumptions
underlying the investment impairment calculations and the sensitivity
of the calculations to changes in these assumptions.
There is a risk that the disclosures presented are not sufficient to explain
the key assumptions that drive the valuations, and the key sensitivities that
the Board has considered. This is particularly important given the current
uncertainty surrounding the macro-economic environment.
Evaluating Directors’ intent: We assessed the Directors’ intention in respect of the recovery of intercompany debt and
assessed whether the cash flows used to assess recoverability were consistent with this intention.
Sensitivity analysis: We performed sensitivity analyses for the key inputs and assumptions used in the estimates of the
recoverable amounts of certain investments, which included forecast revenue growth. We considered the likelihood of
such scenarios materialising and the impact this would have upon the recoverable amount.
Assessing transparency: We evaluated the adequacy of the disclosures related to the estimation uncertainty, judgements
made and assumptions over the recoverability of the Parent Company’s investment in, and amounts due from, its subsidiaries,
and the associated sensitivities, with a particular focus on disclosures related to the investment in subsidiary in CLPRS.
Communications with the Capita plc’s Audit and Risk Committee
Our discussions with and reporting to the Audit and Risk Committee included:
• Our conclusions on the appropriateness of the Group’s assumptions taken in respect to cash flow forecasts, included the forecast revenue growth assumption for certain investments.
• Our assessment of the Group’s judgement taken in respect to recoverability of intercompany receivables.
Areas of particular auditor judgement
We identified the following as the areas of particular auditor judgement:
• For investments identified as at greatest risk of irrecoverability, whether the Group’s revenue growth and forecast impact of ongoing cost restructuring programme within the cash flow forecasts fell within
an acceptable range.
Our findings
We found the Parent Company’s assessment of the recoverability of the investments in, and amounts due from, subsidiaries to be balanced (FY23: balanced). We found the Parent Company’s disclosures of
the recoverability of investments held by the Parent Company in, and amounts due from, subsidiaries to be proportionate (FY23: proportionate).
Further information in the Annual Report and Accounts: See the ARC Report on page 99 for details on how the ARC considered the Recoverability of the Parent Company’s investment in, and amounts due
from its subsidiaries as an area of significant attention, page 230 for the accounting policy on assessing recoverability of the Parent Company’s investment in, and amounts due from its subsidiaries, and note
7.3.3 for the financial disclosures.
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5. Our ability to detect irregularities, and our response
Fraud – identifying and responding to risks of material misstatement due to fraud
Fraud risk
assessment
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, the Audit and Risk Committee, internal audit and inspection of the Group’s documented high-level policies and procedures to prevent and detect fraud,
including the Group’s channel for “whistleblowing”, as well as whether they have knowledge of any actual, suspected or alleged fraud;
• Reading Board and Audit and Risk Committee meeting minutes;
• Considering remuneration incentive schemes and performance targets for management and Directors including the short and long-term incentive plans for management remuneration;
• Using analytical procedures to identify any unusual or unexpected relationships; and
• Using our own forensic specialists to assist us in identifying fraud risks. This included attending the Risk Assessment and Planning Discussion, with the engagement partner and
engagement key team members, and assisting with designing relevant audit procedures to respond to the identified fraud risks.
Risk communications
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit. This included communication from the Group
auditor to component auditors of relevant fraud risks identified at the Group level and requests to component auditors to report to the Group auditor any instances of fraud that could
give rise to a material misstatement at Group level.
Fraud risks
As required by auditing standards, taking into account possible pressures to meet profit targets and market consensus and continued ongoing economic uncertainty, and using
our overall knowledge of the control environment, we perform procedures to address the risk of management override of controls and the risk of fraudulent revenue recognition,
in particular:
• The risk that Group and component management may be in a position to make inappropriate accounting entries for long-term contracts; and
• The risk of bias in accounting estimates and judgements such as contract modifications and terminations
• The risk of bias in accounting judgements related to contract liabilities for certain revenue streams in the Pensions Administration business
We have identified a fraud risk in response to potential pressures and incentives on management to not recognise or manipulate impairments of CFAs, or manipulate OCPs, to achieve
bonus targets or market consensus.
We also identified a fraud risk related to the estimation of the recoverable amount of the Contact Centre CGU goodwill because of the inherent uncertainty involved in forecasting and
discounting future cash flows, which creates a potential for management bias given previous market guidance communications.
Link to KAMs
Further details in respect of the recoverable amount of goodwill associated with the Contact Centre CGU, and the recoverability of CFAs and recognition and measurement of OCPs
are set out in section 4 of this report.
Procedures to
address fraud risks
We performed procedures including:
• Identifying journal entries and other adjustments to test at the Group level and for selected components, based on risk criteria, and comparing the identified entries to supporting
documentation. These included, where relevant, those posted by senior finance personnel and those posted to unusual accounts, including unexpected account combinations of
entries to revenue, expenses, cash and borrowings.
• Assessing whether the judgement made in accounting estimates are indicative of a potential bias, including those over revenue recognition, recognition of contract liabilities for
certain revenue streams in the Pensions Administration business, recoverability of contract assets, going concern and impairment of goodwill.
Actual or suspected
fraud discussed
with AC
We discussed with the Audit and Risk Committee matters related to actual or suspected fraud, for which disclosure is not necessary, and considered any implications for our audit.
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5. Our ability to detect irregularities, and our response continued
Laws and regulations – identifying and responding to risks of material misstatement relating to compliance with laws and regulations
Laws and regulations
risk assessment
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,
through discussion with the Directors and other management (as required by auditing standards), and from inspection of the Group’s regulatory and legal correspondence; and
discussed with the Directors and other management the policies and procedures regarding compliance with laws and regulations.
As some of the Group’s subsidiaries are regulated, our assessment of risks involved gaining an understanding of the control environment including these entities’ procedures for
complying with regulatory requirements.
Risk communications
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. This included communication
from the Group auditor to component auditors of relevant laws and regulations identified at the Group level, and a request for component auditors to report to the Group auditor any
instances of non-compliance with laws and regulations that could give rise to a material misstatement at Group level.
Direct laws context
and link to audit
The potential effect of these laws and regulations on the financial statements varies considerably. The Group is subject to laws and regulations that directly affect the financial
statements including financial reporting legislation (including related company 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.
Most significant
indirect law/regulation
areas
The Group is subject to many laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements,
for instance through the imposition of fines or litigation or the loss of some of the Group’s subsidiaries’ license to operate. We identified the following areas as those most likely to have
such an effect: health and safety, anti-bribery, data protection, employment law, regulatory capital and liquidity (in relation to the financial and regulated nature of certain of the Group’s
activities in the Life & Pensions and Pension Administration sectors). Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations
to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us
or evident from relevant correspondence, an audit will not detect that breach.
Known actual
or suspected
matters/legislation of
particular relevance
In relation to the claim received in relation to the cyber incident in 2023 described in section 6.2 of the financial statements, we have assessed the disclosures against our understanding
from inquiries performed with external legal counsel as well as inquiries with the in-house legal team and Chief General Counsel and inspection of relevant documentation.
Context
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.
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6. Our determination of materiality
The scope of our audit was influenced by our application of materiality. We set quantitative thresholds and overlay qualitative considerations to help us determine the scope of our audit and the nature, timing
and extent of our procedures, and in evaluating the effect of misstatements, both individually and in the aggregate, on the financial statements as a whole.
£6.0m
(FY23: £6.0m)
Materiality for the
Group financial
statements as
a whole
What we mean
A quantitative reference for the purpose of planning and performing our audit.
Basis for determining materiality and judgements applied
Materiality for the Group financial statements as a whole was set at £6.0m (FY23: £6.0m). Consistent with FY23, this was determined with reference to a benchmark of normalised
Group revenue of £2,369.1m (FY23: £2,642.1m). We normalised Group revenue of £2,421.6m by excluding revenue in relation to business exits disclosed in note 2.8. Use of revenue
as the benchmark reflects the continuing volatility in profit before tax from continuing operations, with revenues providing a more stable measure year on year. Revenue is also
a significant focus for management and external stakeholders.
Our Group materiality of £6.0m was determined by applying a percentage to normalised Group revenue. When using this benchmark, KPMG’s approach for listed entities considers
a guideline range 0.5% – 1% of the measure. In setting overall Group materiality, we applied a percentage of 0.25% (FY23: 0.23%) to the benchmark which is below the lower end
of the expected range. This acknowledges the low historic margin of the Group.
Materiality for the Parent Company financial statements as a whole was set at £5.5m (FY23: £5.5m), determined by reference to total Company assets and represents 0.18% of the
Company’s total assets (FY23: 0.17%).
£3.9m
(FY23: £3.9m)
Performance
materiality
What we mean
Our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that
individually immaterial misstatements in individual account balances add up to a material amount across the financial statements as a whole.
Basis for determining performance materiality and judgements applied
Performance materiality for the Group and the Parent Company was set at 65% (FY23: 65%) of materiality for the financial statements as a whole, which equates to £3.9m
(FY23: £3.9m) for the Group and £3.6m (FY23: £3.6m) for the Parent Company. We applied this percentage in our determination of performance materiality based on the number
and level of identified misstatements and control deficiencies during the prior period.
£0.3m
(FY23: £0.3m)
Audit misstatement
posting threshold
What we mean
This is the amount below which identified misstatements are considered to be clearly trivial from a quantitative point of view. We may become aware of misstatements below this
threshold which could alter the nature, timing and scope of our audit procedures, for example if we identify smaller misstatements which are indicators of fraud.
This is also the amount above which all misstatements identified are communicated to Capita’s Audit and Risk Committee.
Basis for determining the audit misstatement posting threshold and judgements applied
We set our audit misstatement posting threshold at 5% (FY23: 5%) of our materiality for the Group financial statements. We also report to the ARC other identified misstatements that
warrant reporting on qualitative grounds.
The overall materiality for the Group financial statements of £6.0m (FY23: £6.0m) compares as follows to the main financial statement caption amounts:
Group Revenue Group Profit Before Tax Total Group Assets
FY24 FY23 FY24 FY23 FY24 FY23
Financial statement caption £2,421.6m £2,814.6m £116.6m £(106.6)m £1,839.0m £1,997.8m
Group materiality as % of caption 0.25% 0.21% 5.15% 5.63% 0.33% 0.30%
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7. The scope of our audit
Group
scope
What we mean
How the Group auditor determined the procedures to be performed across the Group.
This year, we applied the revised group auditing standard in our audit of the consolidated financial statements. The revised standard changes how an auditor approaches the identification
of components, and how the audit procedures are planned and executed across components.
In particular, the definition of a component has changed, shifting the focus from how the entity prepares financial information to how we, as the Group auditor, plan to perform audit
procedures to address Group risks of material misstatement (“RMMs”). Similarly, the Group auditor has an increased role in designing the audit procedures as well as making decisions
on where these procedures are performed (centrally and/or at component level) and how these procedures are executed and supervised. As a result, we assess scoping and coverage in
a different way and comparisons to prior period coverage figures are not meaningful. In this report we provide an indication of scope coverage on the new basis.
We performed risk assessment procedures to determine which of the Group’s components are likely to include risks of material misstatement to the Group financial statements and which
procedures to perform at these components to address those risks.
In total, we identified 123 components, having considered our evaluation of Key Audit Matters, existence of common risk profile across entities, Group’s operational structure and our ability
to perform audit procedures centrally.
Of those, we identified 1 quantitatively significant component which contained the largest percentage of either total revenue or total assets of the Group, for which we performed audit procedures.
We also identified 3 components that required special audit consideration, owing to Group risks relating to revenue, contract fulfilment assets and onerous contract provisions present in
these components.
In addition, having considered qualitative and quantitative factors, we selected an additional 11 components with accounts contributing to the specific RMMs of the Group financial statements.
The below summarises where we performed audit procedures:
Component type
Number of components where
we performed audit procedures Range of materiality applied
Quantitatively significant components 1 £5m
Components requiring special audit consideration 3 £1.6m – £2.5m
Other components where we performed procedures 11 £0.2m – £3.6m
Total 15
We involved component auditors in performing the audit work on 11 components. We approved the component materialities having regard to the mix of size and risk profile of the Group
across the components. We also performed the audit of the Parent Company.
Our audit procedures covered 89.9% of Group revenue.
We performed audit procedures in relation to components and consolidation adjustments that overall accounted for 82% of total profits and losses that make up Group profit before tax,
and 96% of total debits and credits that make up Group total assets.
For the remaining components for which we performed no audit procedures, no component represented more than 1% of Group revenue, Group profit before tax or Group total assets.
We performed analysis at an aggregated Group level to re-examine our assessment that there is not a reasonable possibility of a material misstatement in these components.
Impact of controls on our Group audit
As noted by the Audit and Risk Committee (‘ARC’) on page 99, the Group’s internal system of controls is undergoing a programme of improvement. The developing nature of the control
environment outlined by the ARC is consistent with our own audit findings in previous and the current year.
Therefore, given these findings, we planned to not rely on either manual or automated controls and performed a predominately substantive audit for relevant processes. We used data and
analytics to support our audit of areas such as revenue and purchases. Given that we do not rely on IT controls, a direct testing approach was used over the completeness and reliability of
data used in these routines.
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7. The scope of our audit continued
Group
audit team
oversight
What we mean
The extent of the Group auditor’s involvement in work performed by component auditors.
In working with component auditors, we:
• Held planning calls with component auditors to discuss the significant areas of the audit relevant to the components, including the Key Audit Matters of recoverability of contract fulfilment
assets and recognition and measurement of onerous contract provisions
• Issued Group audit instructions to component auditors on the scope of their work, including specifying the procedures to perform in their audit of journals and long-term contracts
• Communicated with the UK component auditors in-person as the audit progressed to understand and evaluate their work and organised frequent video conferences with the partners and
Directors of the Group and component auditors, including those based overseas. At these meetings the findings reported to us were discussed in more detail, and any further work required
by us was then performed by the component auditors.
We inspected the work performed by the component auditors for the purpose of the Group audit and evaluated the appropriateness of conclusions drawn from the audit evidence obtained
and consistencies between communicated findings and work performed (with a particular focus on audit work performed to address significant risks of fraud related to revenue recognition
and management override of controls).
8. Other information in the annual report
The Directors are responsible for the other information presented in the Annual Report and Accounts together with the financial statements. Our opinion on the financial statements does not cover the other
information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.
All other information
Our responsibility
Our responsibility is to read the other information 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.
Our reporting
Based solely on that work we have not identified material misstatements or inconsistencies in the
other information.
Strategic report and Directors’ report
Our responsibility and reporting
Based solely on our work on the other information described above we report to you as follows:
• 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.
Directors’ Remuneration Report
Our responsibility
We are required to form an opinion as to whether the part of the Directors’ Remuneration Report to be
audited has been properly prepared in accordance with the Companies Act 2006.
Our reporting
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly
prepared in accordance with the Companies Act 2006.
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KPMG LLP’s Independent Auditor’s Report continued
8. Other information in the annual report continued
Corporate Governance disclosures
Our responsibility
We are required to perform procedures to identify whether there is a material inconsistency between
the financial statements and our audit knowledge, and:
• the Directors’ statement that they consider that the annual report and accounts and financial
statements taken as a whole is fair, balanced and understandable, and provides the information
necessary for shareholders to assess the Group’s position and performance, business model
and strategy;
• the section of the annual report and accounts describing the work of the Audit and Risk Committee,
including the significant issues that the Audit and Risk Committee considered in relation to the
financial statements, and how these issues were addressed; and
• the section of the annual report and accounts that describes the review of the effectiveness of
the Group’s risk management and internal control systems.
Our reporting
Based on those procedures, we have concluded that each of these disclosures is materially consistent
with the financial statements and our audit knowledge.
We are also required to review the part of the Corporate Governance Statement relating to the
Group’s compliance with the provisions of the UK Corporate Governance Code specified by the
UK Listing Rules for our review.
We have nothing to report in this respect.
Other matters on which we are required to report by exception
Our responsibility
Under the Companies Act 2006, we are required to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate
for our audit have not been received from branches not visited by us; or
• the Parent Company financial statements and the part of the Directors’ Remuneration Report to
be audited 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.
Our reporting
We have nothing to report in these respects.
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9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set
out on page 130, the Directors are responsible
for: the preparation of the financial statements
including 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 Group and Parent 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 Group or
the Parent Company or to cease operations, or
have no realistic alternative but to do so.
Auditor’s responsibilities
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 Company is required to include these
financial statements in an annual financial
report prepared under Disclosure Guidance
and Transparency Rule 4.1.17R and 4.1.18R.
This auditor’s report provides no assurance
over whether the annual financial report has been
prepared in accordance with those requirements.
10. 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 and
the terms of our engagement by the Company.
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 the further matters we are
required to state to them in accordance with the
terms agreed with the Company, 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.
Ian Griffiths
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London
E14 5GL
4 March 2025
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Structure of the financial statements
Consolidated income statement
Consolidated statement of comprehensive income
Consolidated balance sheet
Consolidated statement of changes in equity
Consolidated cash flow statement
Notes to the consolidated financial statements
Section 1
Basis of preparation
Section 2
Results for the year
2.1 Contract accounting
2.2 Revenue including segmental revenue
2.3 Operating profit
2.4 Adjusted operating profit and adjusted profit before tax
2.5 Segmental information
2.6 Taxation
2.7 Earnings/(loss) per share
2.8 Business exits and assets held-for-sale
2.9 Cash flow information
Section 3
Operating assets and liabilities
3.1 Working capital
3.1.1 Trade and other receivables
3.1.2 Trade and other payables
3.1.3 Contract fulfilment assets
3.2 Property, plant and equipment
3.3 Intangible assets
3.4 Goodwill
3.5 Right-of-use assets
3.6 Provisions
Section 4
Capital structure and finance costs
4.1 Net debt, capital and capital management
4.2 Financial risk
4.3 Net finance costs
4.4 Leases
4.5 Financial instruments and the fair value hierarchy
4.6 Issued share capital
4.7 Group composition and non-controlling interests
Section 5
Employee benefits
5.1 Share-based payment plans
5.2 Pensions
5.3 Employee benefit expense
Section 6
Other supporting notes
6.1 Related-party transactions
6.2 Contingent liabilities
6.3 Post balance sheet events
Company financial statements
Section 7
7.1 Company balance sheet
7.2 Company statement of changes in equity
7.3 Notes to the Company financial statements
Additional information
Section 8
8.1 Shareholder information
8.2 Alternative performance measures
8.3 Covenants
Financial statements
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Financial statements

Revenue
2.2
2,421.6
2,814.6
Cost of sales
(1,905.1)
(2,222.5)
Gross profit
516.5
592.1
Administrative expenses (including goodwill impairment of £75.1m (2023: £42.2m))
2.3, 2.4, 2.8
(526.4)
(644.1)
Operating loss
2.3, 2.4, 2.8
(9.9)
(52.0)
Share of results in associates and losses on financial assets
2.8
(11.8)
—
Finance income
1
4.3
10.0
8.7
Finance costs
1
4.3
(56.3)
(60.9)
Gain/(loss) on disposal of businesses
2.8
184.6
(2.4)
Profit/(loss) before tax
2.4
116.6
(106.6)
Income tax charge
2.6
(36.2)
(74.0)
Total profit/(loss) for the year
80.4
(180.6)
Owners of the Company
76.7
(178.1)
Non-controlling interests
4.7
3.7
(2.5)
80.4
(180.6)
Earnings/(loss) per share
2.7
– basic
4.54p
(10.60) p
– diluted
4.41p
(10.60) p
Adjusted operating profit
2.4
95.9
90.9
Adjusted profit before tax
2.4
50.0
40.9
Adjusted basic earnings/(loss) per share
2.7
2.11p
(0.20) p
Adjusted diluted earnings/(loss) per share
2.7
2.05p
(0.20) p
1. Finance income and finance costs have been separately disclosed for the current year, with the prior year re-presented on the same basis. Previously these were presented as net finance expenses.
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated income statement
for the year ended 31December 2024
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Consolidated financial statements

Total profit/(loss) for the year
80.4
(180.6)
Actuarial loss on defined benefit pension schemes
5.2
(11.8)
(68.2)
Tax effect on defined benefit pension schemes
2.6
2.8
15.9
Loss on fair value of investments
—
(0.1)
Exchange differences on translation of foreign operations
0.2
(2.9)
Exchange differences realised on business disposals
2.8.1
—
0.2
Gain/(loss) on cash flow hedges
4.2.4
9.9
(8.5)
Cash flow hedges recycled to the income statement
4.2.4
(2.8)
(2.0)
Tax effect on cash flow hedges
2.6
(1.8)
2.6
Other comprehensive expense for the year net of tax
(3.5)
(63.0)
Total comprehensive income/(expense) for the year net of tax
76.9
(243.6)
Owners of the Company
73.2
(241.0)
3.7
(2.6)
76.9
(243.6)
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated statement of comprehensive income
for the year ended 31December 2024
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Consolidated financial statements continued

Property, plant and equipment
3.2
68.5
80.0
Intangible assets
3.3
79.8
90. 0
Goodwill
3.4
372.4
495.7
Right-of-use assets
3.5
180.7
208.5
Investments in associates
—
0.2
Contract fulfilment assets
3.1.3
257.5
257.0
Financial assets
4.5
99.0
97.2
Deferred tax assets
2.6
111.6
140.3
Employee benefits
5.2
42.9
32.7
Trade and other receivables
3.1.1
10.0
12.3
1,222.4
1,413.9
Financial assets
4.5
20.6
28.1
Income tax receivable
7.0
11.6
Disposal group assets held-for-sale
2.8.2
0.1
38.1
Trade and other receivables
3.1.1
335.3
350.7
Cash
4.5.4
253.6
155.4
616.6
583.9
Total assets
1,839. 0
1,997.8
Overdrafts
4.5.4
62.2
95.0
Trade and other payables
3.1.2
353.2
425.9
Disposal group liabilities held-for-sale
2.8.2
0.1
9.7
Income tax payable
3.8
1.3
Deferred income
2.2.3
435.4
501.3
Lease liabilities
4.4,4.5
42.9
51.1
Financial liabilities
4.5
88.2
10.8
Provisions
3.6
81.4
101.6
1,067.2
1,196.7
Trade and other payables
3.1.2
6.7
8.5
Deferred income
2.2.3
30.5
36.2
Lease liabilities
4.4,4.5
305.8
312.3
Financial liabilities
4.5
183.2
267.5
Deferred tax liabilities
2.6
7.0
7.2
Provisions
3.6
37.9
48.6
Employee benefits
5.2
5.0
5.9
576.1
686.2
Total liabilities
1,643.3
1,882.9
Net assets
195.7
114.9
Share capital
4.6
35.2
35.2
Share premium
4.6
1,145.5
1,145.5
Employee benefit trust shares
4.6
(0.3)
(0.7)
Capital redemption reserve
1.8
1.8
Other reserves
(9.5)
(15.0)
Retained deficit
(972.8)
(1,053.8)
Equity attributable to owners of the Company
199.9
113.0
Non-controlling interests
4.7
(4.2)
1.9
Total equity
195.7
114.9
The accompanying notes are an integral part of these consolidated financial statements.
These consolidated financial statements were approved by the Board of directors on 4March 2025 and
signed on its behalf by:
Adolfo Hernandez Pablo Andres
Chief Executive Officer Chief Financial Officer
Consolidated balance sheet
At 31December 2024
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At 31December 2022
34.8
1,145.5
(4.2)
1.8
(843.2)
(4.5)
330.2
22.5
352.7
Loss for the year
—
—
—
—
(178.1)
—
(178.1)
(2.5)
(180.6)
Other comprehensive expense
—
—
—
—
(52.4)
(10.5)
(62.9)
(0.1)
(63.0)
Total comprehensive expense for the year
—
—
—
—
(230.5)
(10.5)
(241.0)
(2.6)
(243.6)
Share-based payment (note2.6; note5.1)
—
—
—
—
5.5
—
5. 5
—
5.5
Tax effect of share based payment
—
—
—
—
0.3
—
0.3
—
0.3
Reclassification
2
—
—
—
—
15.9
—
15.9
(15.9)
—
Purchase of non-controlling interest
—
—
—
—
1.4
—
1.4
(1.4)
—
Exercise of share options under employee long-term incentive plans (note4.6; note5.1)
—
—
3.9
—
(3.9)
—
—
—
—
Shares issued (note4.6)
0.4
—
(0.4)
—
—
—
—
—
—
Dividends paid
1
—
—
—
—
—
—
—
(0.7)
(0.7)
Changes in put-options held by non-controlling interests
—
—
—
—
0.7
—
0.7
—
0.7
At 31December 2023
35.2
1,145.5
(0.7)
1.8
(1,053.8)
(15.0)
113.0
1.9
114.9
Profit for the year
—
—
—
—
76.7
—
76.7
3.7
80.4
Other comprehensive (expense)/income
—
—
—
—
(9.0)
5.5
(3.5)
—
(3.5)
Total comprehensive income for the year
—
—
—
—
67.7
5.5
73.2
3.7
76.9
Share-based payment (note2.6; note5.1)
—
—
—
—
6.0
—
6. 0
—
6.0
Tax effect of share based payment
—
—
—
—
(0.2)
—
(0.2)
—
(0.2)
Elimination of non-controlling interest on disposal of businesses (note2.8.1)
—
—
—
—
—
—
—
(9.1)
(9.1)
Exercise of share options under employee long-term incentive plans (note4.6; note5.1)
—
—
1.0
—
(1.0)
—
—
—
—
Parent Company shares purchased (note4.6)
—
—
(0.6)
—
—
—
(0.6)
—
(0.6)
Dividends paid
1
—
—
—
—
—
—
—
(0.7)
(0.7)
De-recognition of put-options held by non-controlling interests (note 4.5.2)
—
—
—
—
8.5
—
8.5
—
8.5
At 31December 2024
35.2
1,145.5
(0.3)
1.8
(972.8)
(9.5)
199.9
(4.2)
195.7
1. No dividends were declared, paid or proposed in 2024 or 2023 on the Parent Company’s ordinary shares.
2. During the prior year it was identified that the non-controlling interest (NCI) proportion of a goodwill impairment charge, which was recognised in the year ended 31December 2018, had not been previously allocated within the result for that year attributable to NCI. The NCI proportion of the
impairment has been reclassified to the NCI reserve in the prior year.
Share capital – The balance classified as share capital is the nominal proceeds on issue of the Parent
Company’s equity share capital, comprising 21/15 pence ordinary shares.
Share premium – The amount paid to the Parent Company by shareholders, in cash or other
consideration, over and above the nominal value of shares issued to them less issuance costs.
Employee benefit trust shares – Shares held in the employee benefit trust have no voting rights and no
entitlement to a dividend.
Capital redemption reserve – The Parent Company can redeem shares by repaying the market value to
shareholders, whereupon the shares are cancelled. Redemption must be from distributable profits. The
Capital redemption reserve represents the nominal value of the shares redeemed.
Retained deficit – Net profits/(losses) accumulated in the Group after dividends are paid.
Other reserves – This consists of the foreign currency translation reserve deficit of £11.0m (2023: £11.2m
deficit) and the cash flow hedging reserve surplus of £1.5m (2023: £3.8m deficit).
Non-controlling interests (NCI) – This represents equity in subsidiaries not attributable directly or
indirectly to the Parent Company.
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated statement of changes in equity
for the year ended 31December 2024
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Consolidated financial statements continued

Cash generated from operations
2.9
16.0
8.7
Income tax paid
1
(4.0)
(8.1)
Income tax received
1
5.1
0.6
Interest received
8.0
6.2
Interest paid
(50.3)
(47.7)
Net cash outflow from operating activities
(25.2)
(40.3)
Purchase of property, plant and equipment
3.2
(16.6)
(28.8)
Purchase of intangible assets
3.3
(33.5)
(32.8)
Proceeds from sale of property, plant and equipment and
intangible assets
2.3, 3.2, 3.3
0.3
0.1
Proceeds from disposal of associates and joint ventures
0.3
—
Additions to originated loans receivable
(0.5)
—
Changes to investments at fair value through other
comprehensive income
—
(0.1)
Proceeds from sale of investments held at fair value through
profit and loss
1.4
—
Capital element of lease rental receipts
5.9
6.0
20.0
1.9
Total proceeds received from disposal of businesses, net of
disposal costs
2.8.1
249.1
96.8
2.8.1
(25.2)
(33.4)
Net cash inflow from investing activities
201.2
9.7
Dividends paid to non-controlling interests
(0.7)
(0.7)
Benefit Trust
4.6
(0.6)
—
Capital element of lease rental payments
2.9.3
(53.6)
(59.1)
Proceeds on issue of private placement loan notes
2.9.3
—
103.5
Cost of cross-currency swaps
2.9.3
—
(1.6)
Repayment of private placement loan notes
2.9.3
—
(121.0)
Proceeds from cross-currency interest rate swaps
2.9.3
3.4
8.5
Repayment of other finance
2.9.3
—
(0.5)
Debt financing arrangement costs
2.9.3
—
(5.4)
Net cash outflow from financing activities
(51.5)
(76.3)
Increase/(decrease) in cash and cash equivalents
124.5
(106.9)
Cash and cash equivalents at the beginning of the year
67.6
177.2
Effect of exchange rates on cash and cash equivalents
(0.7)
(2.7)
Cash and cash equivalents at 31 December
191.4
67.6
Cash
4.5.4
253.6
155.4
Overdrafts
4.5.4
(62.2)
(95.0)
and liabilities held-for-sale
2.8.2
—
7.2
Total
191.4
67.6
16.2
26.5
(122.3)
(123.6)
1. Income tax paid and income tax received have been separately disclosed for the current year, with the prior year re-presented on the same
basis. Previously these were presented as net income tax paid.
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated cash flow statement
for the year ended 31December 2024
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This section sets out the Group’s accounting policies relating to these consolidated financial
statements as a whole. Where an accounting policy is specific to one note, the policy is
described in the note to which it relates.
This section also includes details of new accounting standards, amendments and
interpretations including their effective dates and explanation on the expected impact to the
financial position and performance of the Group.
For ease of reference, this symbol has been used to denote any accounting policies included
within the notes to these consolidated financial statements:
Denotes accounting policies
These financial statements consolidate those of Capita plc (the Company or the Parent Company) and all of
its subsidiaries (the Group). Capita plc is a public limited company incorporated in England and Wales
whose shares are publicly traded. The principal activities of the Group are given in the strategic report on
pages 19 to 25.
These consolidated financial statements of Capita plc for the year ended 31 December 2024 were
authorised for issue in accordance with a resolution of the directors on 4 March 2025.
These consolidated financial statements are presented in British pounds sterling and all values are rounded
to the nearest tenth of a million (£m) except where otherwise indicated.
Statement of compliance
These consolidated financial statements have been prepared in accordance with UK-adopted International
Accounting Standards (UK-IFRS) and the Disclosure and Transparency Rules of the UK's Financial
Conduct Authority.
Basis of consolidation
These consolidated financial statements comprise the financial statements of the Group at 31 December
each year. Subsidiaries are consolidated from the date on which control is transferred to the Group until
control is transferred out of the Group. Where there is a loss of control of a subsidiary, these consolidated
financial statements include the results for that part of the reporting year during which Capita plc had control
and the profit or loss on disposal is calculated as the difference between the fair value of the consideration
received and the carrying amount of the net assets (including goodwill) disposed of. Losses applicable to
the non-controlling interests in subsidiaries are attributed to the non-controlling interests even if that results
in the non-controlling interests having a deficit balance.
Investments in associates are accounted for using the equity method. Under the equity method, the
investment in the entity is stated as a one line item at cost plus the investor’s share of retained post-
acquisition profits or losses and other changes in net assets less any impairment.
Going concern
In determining the appropriate basis of preparation of the financial statements for the year ended
31 December 2024, the Board is required to consider whether the Group and Parent Company can continue
in operational existence for the foreseeable future. The Board has concluded that it is appropriate to adopt
the going concern basis, having undertaken a rigorous assessment of the financial forecasts, key
uncertainties, sensitivities, and mitigations 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, although those standards do
not specify how far beyond twelve months a Board should consider. In its going concern assessment, the
Board has considered the period from the date of approval of these financial statements to 30 June 2026
(‘the going concern period’), which aligns with a period end and covenant test date for the Group.
The base case financial forecasts used in the going concern assessment are derived from the 2025-2027
business plan as approved by the Board in February 2025.
The going concern assessment considers the Group’s sources and uses of liquidity and covenant
compliance throughout the period under review. The value of the Group’s committed revolving credit facility
(RCF) wa
s £250.0m at 31 December 2024.
Financial position at 31 December 2024
As detailed further in the Chief Financial Officer’s review in the strategic report, at 31 December 2024 the
Group had net debt of £415.2m (2023: £545.5m), net financial debt (pre-IFRS 16)
1
of £66.5m (2023:
£182.1m), available liquidity
1
of £397.2m (2023: £282.3m) and was in compliance with all debt covenants
(refer to note 4.1.2 to the consolidated financial statements).
Board assessment
Base case scenario
Under the base case scenario, the Group’s transformation programme and completion of the Portfolio non-
core business disposal programme in January 2024 together with the disposal of Capita One in September
2024, has simplified and strengthened the business and facilitates further efficiency savings enabling
sustainable growth in revenue, profit and cash flow over the medium term, whilst acknowledging the
expected free cash outflow for 2025. When combined with available committed facilities, this allows the
Group to manage scheduled debt repayments. The most material sensitivities to the base case are the risk
of not delivering the planned revenue growth and further efficiency savings being delayed or not delivered
from the Group's previously announced cost reduction programme.
The base case projections used for going concern assessment purposes reflect business disposals
completed up to the date of approval of these financial statements. The liquidity headroom assessment in
the base case projections reflects the Group’s existing committed financing facilities, including the £94.2m
of US private placement loan notes issued in March 2025 (refer to note 6.3), debt redemptions, and the
intended renewal or extension of the Group’s RCF by 31 December 2025 to meet the requirements of the
2025 US private placement loan notes. The base case financial forecasts demonstrate liquidity headroom
and compliance with all debt covenant measures throughout the going concern period to 30 June 2026.
1.Refer to alternative performance measures in section 8.2 to the financial statements.
Section 1: Basis of preparation
Capita plc Annual Report and Accounts
160
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Notes to the consolidated financial statements

Severe but plausible downside scenario
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;
• operating margin expansion not being achieved;
• targeted cost savings delayed or not delivered;
• 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 incidents such as data breaches and/or cyber-attacks.
The likelihood of simultaneous crystallisation of the above risks is considered by the directors 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 headroom for debt covenant purposes. 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, reductions or delays in capital investment, and substantially
reducing (or removing in full) bonus and incentive payments. The Board has also assumed that the intended
renewal or extension of the Group’s RCF by 31 December 2025 to meet the requirements of the March
2025 private placement loan notes is successful. 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 2026.
Adoption of going concern basis
Reflecting the forecasts, coupled with the Board’s ability to implement appropriate mitigations should the
severe but plausible downside materialise, the Group and Parent Company continues to adopt the going
concern basis in preparing these consolidated financial statements. The Board has concluded that the
Group and Parent Company will be able to continue in operation and meet their liabilities as they fall due
over the period to 30 June 2026.
Foreign currency translation
The functional and presentation currency of Capita plc and its UK subsidiaries is the British pound sterling
(£). Transactions in foreign currencies are initially recorded at the functional currency exchange rate ruling
at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
retranslated at the functional currency exchange rate ruling at the balance sheet date. All differences are
taken to the consolidated income statement with the exception of differences on foreign currency
borrowings that provide a hedge against a net investment in a foreign operation. These are taken directly to
equity until the disposal of the net investment, at which time they are recognised in the consolidated income
statement.
Tax charges and credits attributable to exchange differences on those borrowings are also taken directly to
equity. Non-monetary items that are measured at historical cost in a foreign currency are translated using
the exchange rate at the date of initial transaction. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value was determined.
The functional currencies of overseas operations include the euro, Indian rupee, South African rand, Polish
zloty and the US dollar. At the balance sheet date, the assets and liabilities of the overseas operations are
retranslated into the presentation currency of Capita plc at the exchange rate ruling on the balance sheet
date and their income statements are translated using the weighted average exchange rate for the year.
The exchange differences arising on the retranslation are taken directly to a separate component of equity.
On disposal of a foreign operation, the deferred cumulative foreign currency translation difference
recognised in equity relating to that particular foreign operation is recognised in the consolidated income
statement.
Current versus non-current classification
The Group 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
• Does not have the right at the end of the reporting period to defer settlement of the liability for at least
twelve months after the reporting period.
All other liabilities are classified as non-current.
Recoverable amount of non-current assets
At each balance sheet date, the Group assesses whether there is any indication that a non-current asset
may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of the
asset’s recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount, the
asset is considered impaired and is written down to its recoverable amount. The recoverable amount is the
higher of an asset’s, or cash-generating unit’s, fair value less costs to sell and its value in use, and is
determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets.
Consideration of climate change
The impact of climate change has been considered in the preparation of these consolidated financial
statements across a number of areas, including our evaluation of the critical accounting estimates and
assumptions which are detailed below, consistent with the risks and opportunities set out in the strategic
report on pages 59 to 67. None of these risks had a material effect on the critical accounting estimates and
assumptions or on the consolidated financial statements of the Group.
The following areas were considered during the preparation of these consolidated financial statements:
• contract judgements made on the Group’s major contracts including contract fulfilment assets;
• going concern and viability of the Group over the relevant respective period;
• cash flow forecasts used in the impairment assessments of non-current assets including the Group’s
intangible assets such as customer contracts and goodwill;
• carrying value and useful economic lives of property, plant and equipment;
• deferred tax asset recognition; and
• the valuation of assets held within the Group’s pension schemes.
Section 1: Basis of preparation continued
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As current legislation stands, there is currently no material short or medium-term
1
impact expected from
climate change on the Group. The Group will continue to monitor it’s climate strategy and the impact that
policies or changes in legislation may have on the estimates the Group makes, and any subsequent impact
on assets and liabilities recognised and presented in its consolidated financial statements.
1. As defined in the Task Force on Climate-related Financial Disclosures section of the Strategic Report
Significant accounting judgements, estimates and assumptions
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.
As described in note 2.1, given the level of judgement and estimation involved in assessing the future
profitability of contracts, it is reasonably possible that outcomes within the next financial year may be
different from management’s assumptions which could require a material adjustment to the carrying
amounts of contract fulfilment assets and onerous contract provisions.
Judgements
The key areas where significant accounting judgements have been made and which have the most
significant effect on the amounts recognised in the consolidated financial statements, are summarised
below and set out in more detail in the related note(s):
• Contract accounting (note 2.1):
– Revenue recognition;
• Capitalisation of contract fulfilment assets (note 3.1.3); and
• Adoption of the going concern basis of preparation (section 1).
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the balance
sheet date, which have a significant risk of causing material adjustment to the carrying amounts of assets
and liabilities within the next financial year, are summarised below and set out in more detail in the related
note. The Group based its assumptions and estimates on parameters available when the consolidated
financial statements were prepared.
Existing circumstances and assumptions about future developments, however, may change due to market
changes or circumstances arising that are beyond the control of the Group. Such changes are incorporated
into the assumptions when they occur:
• Contract accounting (note 2.1):
– Impairment of contract fulfilment assets;
– Carrying value of onerous contract provisions;
• Deferred tax asset recognition (note 2.6);
• Impairment of goodwill in respect of the Contact Centre group of cash generating units (note 3.4); and
• Measurement of defined benefit pension obligations (note 5.2).
For ease of reference, the symbols below have been used to denote significant accounting judgements and/
or significant accounting estimates and assumptions where they occur within the notes to these
consolidated financial statements:
Denotes significant accounting judgements
Denotes significant accounting estimates and assumptions
New standards and interpretations adopted
The accounting policies adopted are consistent with those of the previous financial year. In addition, the
Group has adopted the new, and amendments to, standards listed below. These amendments were either
not applicable or not material to the Group or Parent Company.
International Accounting Standards (IAS/IFRS)
Effective date
New standards and interpretations not yet adopted
The International Accounting Standards Board (IASB) has issued the following standards, amendments and
interpretations with an effective date after the date of these consolidated financial statements. These are
effective for annual reporting periods beginning on or after the date indicated:
International Accounting Standards (IAS/IFRS)
Effective date
Lack of Exchangeability - Amendments to IAS 21
1 January 2025
and IFRS 7
1
Annual Improvements to IFRS Accounting Standards - Volume 11 - Amendments to
IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7
1
Contracts Referencing Nature-dependent Electricity - Amendments to IFRS 9 and
IFRS 7
1
Presentation and Disclosure of Financial Statements - IFRS 18
1
Subsidiaries without Public Accountability: Disclosures - IFRS 19
1
1. The effective date is based on the standard or amendment issued by the IASB and are still subject to adoption by the UK Endorsement
Board.
The Group is assessing the impact of these new standards and the Group’s financial reporting will be
presented in accordance with these standards from their effective dates.
Section 1: Basis of preparation continued
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Notes to the consolidated financial statements continued

This section contains notes related to the financial
performance of the Group. These include:
2.1 Contract accounting
2.2 Revenue including segmental revenue
2.3 Operating profit
2.4 Adjusted operating profit and adjusted profit before tax
2.5 Segmental information
2.6 Taxation
2.7 Earnings/(loss) per share
2.8 Business exits and assets held-for-sale
2.9 Cash flow information
Denotes accounting policies
Denotes significant accounting judgements
Denotes significant accounting estimates and
assumptions
Key highlights
Reported revenue
£2,421.6m
(2023: £2,814.6m)
Reported operating loss / margin
£(9.9)m / (0.4)%
(2023: loss £52.0m) (2023: (1.8)% )
Net cash flow from operating activities
£(25.2)m
(2023: £(40.3)m)
Reported basic earnings/(loss) per share (EPS)
4.54p
(2023: (10.60)p)
Adjusted revenue
1
Aim: Achieve low to mid-digit revenue growth per annum
in the medium-term
£2,369.1m
(2023: £2,575.8m)
Adjusted operating profit / margin
1
Aim: Achieve adjusted operating profit margin of between
6% and 8% in the medium-term
£95.9m / 4.0%
(2023: profit £90.9m) (2023: 3.5% )
Free cash flow excluding business exits
1
Aim: Achieve sustainable, long-term positive
free cash flow growth generation
£(122.3)m
(2023: £(123.6)m)
Adjusted basic earnings/(loss) per share (EPS)
1
Aim: Achieve long-term growth in EPS
2.11p
(2023: (0.20)p)
1. Definitions of the alternative performance measures and related key performance
indicators (KPIs) can be found in section 8.2.
Section 2: Results for the year
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In 2024 the decline in the Group’s adjusted revenue
1
year-on-year reflected the impact of losses in prior
years, the cessation of lower margin service lines, and the reduction in volumes in the Contact Centre
telecommunications vertical.
Public Service revenue reduction reflects the continued impact of previously announced contract losses,
delayed mobilisations of two contracts won in 2023, the double digit profit impact from the conclusion of
project work in 2023 and the impact of Ofgem’s price control determination on the Smart DCC contract, and
a more focused approach to bidding which impacted current year revenue and profit. These factors offset
additional volumes in our contract with Transport for London and the benefit from indexation.
In Experience, the revenue reduction in the Contact Centre business reflects the one-off benefit from the
Virgin Media O2 contract transition in 2023, the impact of prior year contract losses, and lower volumes in
the Telecommunications vertical. The revenue growth in the Pensions Solutions business reflects volume
increases across a number of clients, including the Pension Insurance Corporation contract, and the benefit
from indexation. The revenue reduction in the Regulated Services business reflects the one-off benefit from
the prior year commercial settlement and the progress being made on contract exits as we resolve legacy
issues and look to exit the closed book Life & Pensions business.
Adjusted operating profit
1
improved year-on-year reflecting the benefit from the ongoing cost reduction
programme, more than offsetting the impact of the revenue trends noted above and the non repeat of one-
offs from the prior year.
Cash generated from operations excluding business exits
1
decreased, as expected, driven by the impact of
mobilisation delays, a more sustainable approach to working capital management, and an increase in cash
costs to deliver the cost reduction programme, partly offset by a reduction in the direct cash cost of the 2023
cyber incident and pension deficit contributions.
Free cash flow excluding business exits
1
in 2024 was a marginally lower outflow than in the prior year. This
reflects the reduction in cash generated from operations noted above, partly offset by lower net capital lease
payments, following the rationalisation of our property estate, and lower tax outflows.
The Group had a cash inflow of £14.1m (2023:£15.0m outflow) arising from those businesses sold in the
year, offset by an additional outflow from pension deficit payments triggered as a result of these disposals
totalling £14.5m (2023: £16.3m outflow).
Revenue
Adjusted revenue
1
reduced by 8.0% year-on-year as a result of the following:
• Capita Public Service: revenue reduction driven by the continued impact of previously announced
contract losses, such as Scottish Wide Area Network and Electronic Monitoring, the delayed
mobilisations of two contracts won in 2023, the double digit profit impact from the conclusion of project
work in 2023 and the impact of Ofgem’s price control determination on the Smart DCC contract, and a
more focused approach to bidding impacted the current year. These factors are partly offset by additional
volumes in the division’s contract with Transport for London, and the benefit from indexation;
• Capita Experience:
– Contact Centre: revenue reduction reflecting the one-off benefit from the Virgin Media O2 contract
transition in the prior year, the impact of prior year contract losses, and lower volumes in the
Telecommunications vertical which we expect to remain subdued in 2025;
– Pension Solutions: revenue growth reflecting volume increases across a number of clients, including
Pension Insurance Corporation contract, and the benefit from indexation; and
– Regulated Services: revenue reduction reflecting the one-off benefit from the prior year commercial
settlement, and the progress being made on contract exits as we resolve legacy issues and look to exit
the closed book Life & Pension business.
For additional information, which does not form part of these consolidated financial statements, the Chief
Financial Officer’s review in the strategic report includes information in respect of the changes.
Operating profit
Adjusted operating profit
1
improved by £5.0m year-on-year to a profit of £95.9m. This is driven by the
following:
• Capita Public Service: strong improvement reflects the successful implementation of the cost reduction
programme, offset by the flow through of previously announced contract losses, and the double digit profit
impact from the conclusion of project work in 2023 and the impact of Ofgem’s price control determination
on the Smart DCC contract;
• Capita Experience:
– Contact Centre: non-repeat of the 2023 one-off noted above, the flow through of revenue decline,
lower volumes with our telecommunications vertical, and continued investment in technology; partially
offset by an underlying margin improvement from lower overheads, including reduced property
footprint, from delivery of the cost reduction programme;
– Pension Solutions: improved profit driven by savings from the cost reduction programme and volume
growth;
– Regulated Services: the one-off benefit from the prior year, the agreed exit of three clients resulting in
reduced profit in 2024, and the 2023 and 2024 benefit from accelerated deferred income recognition;
and
• Capita plc: reflects benefits from the cost reduction programme.
Profit before tax
Adjusted profit before tax
1
increased year-on-year to £50.0m (2023: £40.9m) reflecting the above
improvements in adjusted operating profit
1
and reduced net finance costs excluded from adjusted profit of
£45.9m (2023: £50.0m). Lower net finance costs reflect reduced debt levels following proceeds received for
business exits in the year and as a result of cost reduction initiatives.
Reported results
Adjusted profit before tax
1
excludes a number of specific items so users of these consolidated financial
statements can more clearly understand the financial performance of the Group. Reported profit before tax
was £116.6m (2023: loss £106.6m). The year-on-year improvement has arisen from: a gain on business
disposals in 2024 compared with a loss in 2023; and a reduction in costs related to the cyber incident in
2023 and the costs to deliver the cost reduction programme; partially offset by an increase in goodwill
impairment. A reconciliation of the adjusted profit before tax
1
to reported profit before tax is detailed in
note2.4.
Reported operating loss for the year was £9.9m (2023: loss £52.0m). Details of items charged/credited in
arriving at the reported operating loss can be found in note2.3.
For additional information, which does not form part of these consolidated financial statements, the Chief
Financial Officer’s review in the strategic report includes information in respect of the changes.
1. Definitions of the alternative performance measures and related key performance indicators (KPIs) can be found in section 8.2.
Section 2: Results for the year continued
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Notes to the consolidated financial statements continued

Taxation
The adjusted income tax charge for the year was £10.3m (2023: charge £47.4m). The reduction is mainly
as a result of the changes in the accounting estimate of recognised deferred tax assets which had less of an
impact in 2024 compared to 2023, and a lower current income tax charge as a result of fewer current year
losses to be carried forward.
The reported income tax charge for the year of £36.2m comprises a current tax charge of £17.8m, reflecting
non-deductible goodwill impairments and non-taxable gains on business exits, plus a deferred tax charge of
£18.4m arising from changes in the accounting estimate of recognised deferred tax assets and business
exits. The prior period charge of £74.0m reflected the changes in the accounting estimate of recognised
deferred tax assets, unrecognised current year tax losses and non-deductible goodwill impairment. The
reduction in the reported income tax charge reflects the reduction in the adjusted tax charge noted above,
and a smaller change in the accounting estimate of recognised deferred tax assets.
Earnings per share
Adjusted basic earnings per share
1
increased to 2.11p (2023: loss per share 0.20p) reflecting the increase
in adjusted operating profit
1
, reduction in the net finance costs excluded from adjusted profit, and the
adjusted current tax charge of £10.3m compared to the adjusted tax charge of £47.4m in the prior year.
The increase from a reported basic loss per share to a reported basic earnings per share reflects the swing
to a reported profit before tax, compounded by the reduction in the reported income tax charge.
Dividend
The Board is not recommending the payment of a final dividend (2023: £nil). The prioritised order the Board
applies in respect of capital allocation is to:
1. make the operating and capital investment needed to deliver its strategy;
2. ensure the Group is optimally financed from a debt and leverage perspective in line with its medium-term
target;
3. recommence dividend payments once the Group is sustainably generating positive free cash flow; and
4. at a point in the future, when the Group either organically or inorganically generates sufficient surplus
funds, contemplate alternative investor returns above a traditional dividend stream.
Cash flow
Operating cash flow excluding business exits
1
and operating cash flow conversion
1
reduced in 2024 driven
by the following:
• Public Service: operating cash conversion
1
impact by the delayed mobilisation and more sustainable
approach to working capital management;
• Experience:
– Contact Centre: operating cash flow excluding business exits
1
reduced reflecting the decline in
EBITDA. 2023 also included a benefit of payment phasing on the new Virgin Media O2 contract which
did not recur in 2024;
– Pension Solutions: improvement in operating cash conversion
1
driven by improved billing cycles;
– Regulated Services: decline in operating cash conversion
1
reflects the decline in operating cash flow
excluding business exits
1
due to the one-offs in the prior year, including receipt on a contract
termination; and
• Capita plc: the movement in the usage of the Group’s non-recourse trade receivables financing facility,
and a more sustainable approach to working capital management.
Adjusted operating profit
1
to free cash flow excluding business exits
1
Adjusted operating profit
1
2.4
95.9
90.9
Add: depreciation/amortisation and impairment of property,
plant and equipment, right-of-use assets and intangible assets
2.5
90.2
105.6
Adjusted EBITDA
186.1
196.5
Working capital
2.9
(105.6)
(107.7)
Non-cash and other adjustments
2.9
(8.5)
(6.1)
Operating cash flow excluding business exits
1
72.0
82.7
Adjusted operating cash conversion
1
39 %
42 %
Pension deficit contributions
2.9
(6.3)
(30.0)
Cyber incident
2.9
(5.0)
(20.1)
Cost reduction programme
2.9
(44.5)
(6.1)
Cash generated from operations excluding business exits
1
16.2
26.5
Net capital expenditure
2.9
(49.5)
(52.6)
Interest/tax paid
2.9
(41.3)
(45.1)
Net capital lease payments
2.9
(47.7)
(52.4)
Free cash flow excluding business exits
1
(122.3)
(123.6)
Operating cash flow excluding business exits
1
reflects the impact of mobilisation delays and a more
sustainable approach to working capital.
Cash generated from operations excluding business exits
1
reflects the above operating cash flow excluding
business exits
1
, the direct cash flow impact of the cyber incident (£5.0m), and the cash cost of delivering the
cost reduction programme (£44.5m). The £6.3m of pension deficit contributions are in accordance with the
deficit funding contribution schedule previously agreed with the scheme trustees as part of the 2020
triennial valuation. In aggregate, including accelerated pension deficit contributions resulting from business
disposals, the Group has made pension deficit contributions of £20.8m in the year. Given the healthy
funding position of HPS in its latest funding valuation (as at 31 March 2023), and the Group having paid all
outstanding deficit contributions in 2024, there are no further agreed deficit contributions to be paid at this
time.
Free cash flow excluding business exits
1
for the year ended 31December 2024 was an outflow of £122.3m
(2023: outflow £123.6m)) reflecting the reduction in cash generated from operations, partly offset by lower
net capital lease payments, following the rationalisation of our property estate, and lower tax outflows.
For additional information, which does not form part of these consolidated financial statements, the Chief
Financial Officer’s review in the strategic report includes information in respect of the changes.
1. Definitions of the alternative performance measures and related key performance indicators (KPIs) can be found in section 8.2.
Section 2: Results for the year continued
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2.1 Contract accounting
At 31 December 2024, the Group had the following results and balance sheet items related to long-term
contracts:
Long-term contractual revenue
2.2
1,871.7
Contract fulfilment assets (non-current)
3.1.3
257.5
257.0
Accrued income
3.1.1
132.7
138.3
Deferred income
465.9
537.5
Onerous contract provisions
46.2
43.3
Background
The Group operates diverse businesses. The majority of the Group’s revenue is from contracts greater than
two years in duration (long-term contractual), representing 77% of Group revenue in 2024 (2023: 75%).
These long-term contracts can be complex in nature given the breadth of solutions the Group offers and the
transformational activities involved. Typically, Capita takes a customer’s process and transforms it into a
more efficient and effective solution which is then operated for the customer. The outcome is a high quality
solution that addresses a customer’s needs and is delivered consistently over the life of the contract.
The Group recognises revenue on long-term contracts as the value is delivered to the customer, which is
generally evenly over the contract term, regardless of any restructuring and transformation activity required
to deliver the services to the customer. Capita will often incur greater costs during contract transformation
phases with costs diminishing over time as the target operating model is implemented and efficiencies
realised. This results in lower profits or losses in the early years of contracts and potentially higher profits in
later years as the transformation activities are successfully completed and the target operating model fully
implemented (the business as usual (BAU) phase). The inflection point is when the contract becomes
profitable.
Non-current contract fulfilment assets are recognised for those costs qualifying for capitalisation. The
utilisation of these assets is recognised over the contract term. The timing of cash receipts from customers
typically matches when the costs are incurred to transform, restructure and run the service. This results in
income being deferred and released when the Group delivers against its obligations to provide services and
solutions to its customers.
An example, showing the revenue, cost, profit and cash flow of a typical long-term contract lifecycle is as
follows:
Significant accounting estimates and assumptions
Due to the size and complexity of some of the Group’s contracts, there are significant judgements to be
applied, specifically in assessing: (i) the recoverability of non-current contract fulfilment assets; and (ii) the
completeness of onerous contract provisions. These judgements are dependent on assessing the contract’s
future profitability and give rise to a key source of estimation uncertainty. It is possible that outcomes within
the next financial year may be different from management’s assumptions and could require a material
adjustment to the carrying amounts of contract fulfilment assets and onerous provisions.
Significant accounting judgements
Significant judgement is exercised by management regarding when to recognise revenue from variations or
scope changes on long-term contracts. There is a risk that revenue may be recognised whilst uncertainties
exist over contractual terms and ongoing negotiations with clients. These uncertainties could impact the
timing and/or transaction price and therefore the overall amount of revenue to be recognised. Judgement is
also required when customers request scope changes to determine if there is a contract modification or a
contract termination followed by a new contract. Contract terminations can lead to the immediate
recognition of any deferred income being held for recognition in future periods. Refer to note 2.2 for the
Group’s accounting policies.
Section 2: Results for the year continued
Fixed asset
depreciation and
contract
fulfillment assets
utilisation
Contract
lifetime profit
IFRS 14
revenue
Cash
recieved
Operating model
at service
commencement pa
Target
operating
model
Operating costs
BAU phaseTransformation phase
Defered
income
Initial loss
Restructuring
Value
Inflection point
Higher level of uncertainty in lifetime profitability Reduced level of uncertainty in lifetime profitability
Time
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Notes to the consolidated financial statements continued

2.1 Contract accounting continued
Assessing contract profitability
In assessing a contract’s future lifetime profitability, management must estimate forecast revenue and costs
to both transform and run the service over the remaining contract term. The ability to accurately forecast the
outcomes involves estimates in respect of: costs to be incurred; cost savings to be achieved; future
performance against any contract-specific key performance indicators (KPIs) that could trigger variable
consideration or service credits; outcome of any commercial negotiations; and impact of inflation on the cost
base and the indexation of revenue.
The level of uncertainty in the estimated future profitability of a contract is directly related to the stage in the
life-cycle of the contract and the complexity of the performance obligations. Contracts in the transformation
stage are considered to have a higher level of uncertainty because of:
• the ability to accurately estimate the costs to deliver the transformed process;
• the dependency on the customer to agree to the specifics of the transformation: for example, where they
are involved in certifying that the new process or, the new technical solution, designed by Capita meets
their specific requirements;
• the requirement to deliver the key transformation milestones in accordance with timelines agreed with the
customer; and
• the assumptions made to forecast expected savings in the target operating model.
Those contracts which are in BAU tend to have a much lower level of uncertainty in estimating future
profitability.
Recoverability of non-current contract fulfilment assets and completeness of onerous contract provisions
Management first assesses whether contract assets are impaired and then further considers whether an
onerous contract exists. For half and full year reporting, the Audit and Risk Committee specifically reviews
the material judgements and estimates, and the overall approach to this assessment in respect of the
Group’s major contracts, including comparison against previous forecasts.
The major contracts are rated by management according to their financial risk profile, which is linked to the
level of uncertainty over future assumptions. During 2024 the process to determine which major contracts
the Audit and Risk Committee review was updated to provide better focus, and at half year, the Audit and
Risk Committee review those in the high or medium risk categories, and at full year those material by virtue
of their size relative to the Group are also reviewed if not already identified.
An assessment of which contracts are major contracts is performed twice a year. Other contracts are
reported to the Audit and Risk Committee as deemed appropriate. These contracts are collectively referred
to as ‘major contracts’ in the remainder of this note.
In the following paragraphs, the amounts disclosed for the current period are only in respect of those major
contracts that the Audit and Risk Committee have reviewed (ie those major contracts which are in the high
or medium risk categories or material by virtue of their size relative to the Group). The prior year amounts in
relation to major contracts are as previously presented, and as such reflect the major contracts reviewed by
the Audit and Risk Committee for that year end. The prior period amounts are therefore not directly
comparable to those disclosed for the current year.
The major contracts contributed £1.0 billion (2023: £1.1 billion) or 42% (2023: 42%) of Group adjusted
revenue. Non-current contract fulfilment assets at 31 December 2024 were £257.5m (2023: £257.0m), of
which £119.3m (2023: £125.1m) relates to major contracts with ongoing transformational activities. The
remainder relates to contracts post transformation and includes non-major contracts.
As noted above, the major contracts, both pre- and post-transformation, are rated according to their
financial risk profile. For those that are in the high and medium rated risk categories the associated non-
current contract fulfilment assets were, in aggregate, £67.8m at 31 December 2024 (2023: £52.8m). The
recoverability of these assets is dependent on no significant adverse change in the key contract
assumptions arising. The balance of deferred income associated with these contracts was £95.9m at
31 December 2024 (2023: £109.5m) and is forecast to be recognised as performance obligations continue
to be delivered over the life of the respective contracts. Onerous contract provisions associated with these
contracts were £35.3m at 31 December 2024 (2023: £37.3m).
Following these reviews, and reviews of smaller contracts across the business, as outlined in note 3.1.3,
non-current contract fulfilment asset impairments of £0.7m (2023: £3.4m) were identified and recognised
within adjusted cost of sales, of which £nil (2023: £nil) relates to non-current contract fulfilment assets
added during the period. Additionally, net onerous contract provisions of £18.0m (2023: £9.4m), were
identified and recognised in adjusted cost of sales with a further £4.1m (2023: £nil) excluded from adjusted
cost of sales as part of business exits.
Given the quantum of the relevant contract assets and liabilities, and the nature of the estimates noted
above, management has concluded it is reasonably possible, that outcomes within the next financial year
may be different from management’s current assumptions and could require a material adjustment to the
carrying amounts of contract fulfilment assets and onerous contract provisions. However, as noted above,
£119.3m (2023: £125.1m) of non-current contract fulfilment assets relates to major contracts with ongoing
transformational activities; and, £67.8m (2023: £52.8m) of non-current contract fulfilment assets and
£35.3m (2023: £37.3m) of onerous contract provisions relate to the highest and medium rated risk category.
Due to the level of uncertainty, combination of variables and timing across numerous contracts, it is not
practical to provide a quantitative analysis of the aggregated judgements that are applied, and management
do not believe that disclosing a potential range of outcomes on a consolidated basis would provide
meaningful information to a user of the financial statements. Due to commercial sensitivities, the Group
does not specifically disclose the amounts involved in any individual contract.
Certain major transformation contracts have key milestones during the next twelve months and an inability
to meet these key milestones could lead to reduced profitability and a risk of impairment of the associated
contract fulfilment assets. These include contracts with the City of London Police, BBC, Transport for
London, Health Assessment Advisory Services and the Civil Service Pension Scheme.
Additional information, which does not form part of these consolidated financial statements, on the results
and performance of the underlying divisions including the outlook on certain contracts is set out in the
divisional performance review in the strategic report.
Section 2: Results for the year continued
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2.2 Revenue including segmental revenue
Accounting policies
Revenue
The Group operates a diverse range of businesses and accordingly applies a variety of methods for
revenue recognition, based on the principles set out in IFRS 15 Revenue from Contracts with Customers.
The revenue and profits recognised in any period are based on the delivery of performance obligations and
an assessment of when control is transferred to the customer.
Revenue is recognised either when the performance obligation in the contract has been performed (‘point-
in-time’ recognition) or ‘over-time’ as control of the performance obligation is transferred to the customer.
For all contracts, the Group determines if the arrangement with a customer creates enforceable rights and
obligations. This assessment results in certain Master Service Agreements (MSA) or Frameworks not
meeting the definition of a contract under IFRS 15 and as such the individual call-off agreements, linked to
the MSA, are treated as individual contracts.
The Group enters into contracts which contain extension periods, where either the customer or both parties
can choose to extend the contract or there is an automatic annual renewal, and/or termination clauses that
could impact the actual duration of the contract. Judgement is applied to assess the impact that these
clauses have when determining the appropriate contract term. The term of the contract impacts both the
period over which revenue from performance obligations may be recognised and the period over which non-
current contract fulfilment assets are expensed.
For contracts with multiple components to be delivered such as transformation, transitions and the delivery
of outsourced services, management applies judgement to consider whether those promised goods and
services are:
(i) distinct – to be accounted for as separate performance obligations;
(ii) not distinct – to be combined with other promised goods or services until a bundle is identified that is
distinct; or,
(iii) part of a series of distinct goods and services that are substantially the same and have the same
pattern of transfer to the customer.
At a contract’s inception the total transaction price is estimated, being the amount to which the Group
expects to be entitled and has rights to under the contract. This includes an assessment of any variable
consideration where the Group’s performance may result in additional revenues based on the achievement
of agreed key performance indicators (KPIs). Such amounts are only included based on the expected value,
or the most likely outcome method, and only to the extent that it is highly probable that no revenue reversal
will occur.
The transaction price does not include estimates of consideration resulting from change orders for
additional goods and services unless these are already agreed.
After the total transaction price is determined, the Group allocates this to the identified performance
obligations in proportion to their relative standalone selling prices and recognises revenue when (or while)
those performance obligations are satisfied.
The Group infrequently sells standard products with observable standalone prices due to the specialised
services required by customers, consequently the Group applies judgement to determine an appropriate
standalone selling price. More frequently, the Group sells customers bespoke solutions, and in these cases
the Group typically uses the expected cost-plus margin or a contractually stated price approach to estimate
the standalone selling price of each performance obligation.
The Group may offer price step downs during the life of a contract, but with no change to the underlying
scope of services to be delivered. In general, any such variable consideration, price step down or discount
is included in the total transaction price to be allocated across all performance obligations unless it relates
to only one performance obligation in a contract.
For each performance obligation to be recognised over-time, the Group applies a revenue recognition
method that faithfully depicts the Group’s performance in transferring control of the goods or services to the
customer. This decision requires assessment of the real nature of the goods or services that the Group has
promised to transfer to the customer. The Group applies the relevant output or input method consistently to
similar performance obligations in other contracts.
When using the output method, the Group recognises revenue on the basis of direct measurements of the
value to the customer of the goods and services transferred to date relative to the remaining goods and
services under the contract. This is a faithful depiction of the transfer of services since the service delivered
to the customer is unchanged. Where the output method is used, in particular for long-term service
contracts where the series guidance is applied, the Group often uses a method of time elapsed which
requires minimal estimation. Certain long-term contracts use output methods based upon estimations of:
user numbers; service activity levels; or fees collected.
When transfer of control is most closely aligned to Group efforts in delivering the service, the input method
is used to measure progress and revenue is recognised in direct proportion to costs incurred. This is a
faithful depiction of the transfer of services because costs (or other inputs) most accurately reflect the
incremental benefits received by the customer from efforts to date.
If performance obligations in a contract do not meet the over-time criteria, the Group recognises revenue at
a point-in-time when the service or good is delivered.
Contract modifications
The Group’s contracts are often amended for changes in contract specifications and requirements. Contract
modifications exist when the amendment either creates new, or changes existing, enforceable rights and
obligations. The effect of a contract modification on the transaction price and the Group’s measure of
progress for the performance obligation to which it relates, is recognised as an adjustment to revenue in
one of the following ways:
a) prospectively as an additional performance obligation (this is typically when new distinct goods or
services are provided on an existing contact);
b) prospectively as a termination of the existing contract and creation of a new contract;
c) as part of the original contract using a cumulative catch up (this is typically where the modification
changes the services provided to date); or,
d) as a combination of (b) and (c).
In respect of contracts for which the Group has decided there is a series of distinct goods and services that
are substantially the same and have the same pattern of transfer where revenue is recognised over-time,
the modification will always be treated under either (a) or (b); (d) may arise when a contract has a part-
termination and a modification of the remaining performance obligations.
Section 2: Results for the year continued
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Notes to the consolidated financial statements continued

2.2 Revenue including segmental revenue continued
Judgement is applied in relation to the accounting for such modifications where the final terms or legal
contracts have not been agreed prior to the period end because management needs to determine if a
modification has been approved and if it either creates new, or changes existing, enforceable rights and
obligations of the parties. Depending upon the outcome of such negotiations, the timing and amount of
revenue recognised may be different in the relevant accounting periods. Modification and amendments to
contracts are undertaken through an agreed formal process. For example, if a change in scope has been
approved but the corresponding change in price is still being negotiated, management uses judgement to
estimate the change in total transaction price. Importantly, any variable consideration is only recognised to
the extent that it is highly probable that no revenue reversal will occur. For example, if pricing is subject to
indexation based on an external metric (such as the Consumer Price Index (CPI) or the Retail Price Index
(RPI)) then the revenue related to the indexation will only be recognised once the relevant indexation is
confirmed. Future indexation will not be recognised because it is not highly probable that a significant
reversal of an indexation adjustment will not occur.
Principal versus agent
The Group has arrangements with some of its customers whereby it needs to determine if it acts as a
principal or an agent because more than one party is involved in providing the goods and services to the
customer. The Group is a principal if it controls a promised good or service before transferring that good or
service to the customer. The Group is an agent if its role is to arrange for another entity to provide the
goods or services. Factors considered in making this assessment are most notably: the discretion the
Group has in establishing the price for the specified good or service; whether the Group has inventory risk;
and whether or not the Group is primarily responsible for fulfilling the promise to deliver the service or good.
This assessment of control requires judgement particularly in relation to certain service contracts. An
example is the provision of certain recruitment and learning services where the Group may be assessed to
be agent or principal dependent upon the facts and circumstances of the arrangement and the nature of the
services being delivered.
Where the Group is acting as a principal, revenue is recorded on a gross basis. Where the Group is acting
as an agent, revenue is recorded on a net basis, recognising only the commission or fee earned as
revenue.
Licences
Software licences delivered by the Group can either be right to access (active) or right to use (passive)
licences, which determines the timing of revenue recognition. The assessment of whether a licence is active
or passive involves judgement.
The key determinant of an active licence is whether or not the Group is required to undertake continuing
activities that significantly affect the licensed intellectual property (or the customer has a reasonable
expectation that it will do so) and the customer is, therefore, exposed to positive (or negative) impacts
resulting from those changes. Where the Group is responsible for any maintenance, continuing support,
updates and upgrades, then the sale of the initial software is not distinct. All other licences which have
significant standalone functionality are treated as passive licences.
When software upgrades are sold as part of the software licence agreement (ie software upgrades are
promised to the customer), the Group applies judgement to assess whether the software upgrades are
distinct from the licence (ie a separate performance obligation). If the upgrades are considered fundamental
to the ongoing use of the software by the customer, the upgrades are not considered distinct and not
accounted for as a separate performance obligation.
For each contract that includes a separate licence performance obligation, the Group considers all the facts
and circumstances in determining whether the licence revenue is recognised over-time (active) or at a point-
in-time (passive) from the go-live date of the licence.
Deferred and accrued income
The Group’s customer contracts include a diverse range of payment schedules dependent upon the nature
and type of goods and/or services being provided. This can include performance-based payments or
progress payments as well as regular monthly or quarterly payments for ongoing service delivery. Payments
for transactional goods and services may be at delivery date, in arrears or part payment in advance. The
long-term service contracts tend to have higher cash flows early in the contract to cover transformational
activities.
Where payments received are greater than the revenue recognised up to the balance sheet date, the Group
recognises a deferred income contract liability for this difference. Where payments received are less than
the revenue recognised up to the balance sheet date, the Group recognises an accrued contract income
asset for this difference.
At each balance sheet date the Group assesses whether accrued income may be impaired by applying the
simplified approach permitted by IFRS 9 (as with trade receivables). Where applicable, accrued income is
reduced by appropriate allowances for expected credit losses calculated using this approach.
Financing component
If the timing of payments agreed with the customer provides the Group or the customer with a significant
benefit of financing the transfer of good or services, the amount of consideration is adjusted for the effects
of the time value of money. The Group does not make an adjustment for the time value of money in the
following circumstances:
(i) when the Group expects, at contract inception, that the period between the entity transferring the good
or service and the customer paying for it will be one year or less; or
(ii) when the Group receives consideration upfront as part of a transformation phase, this receipt is for
reasons other than for financing and the overall consideration that the customer pays is no different as a
result of paying this consideration upfront.
There were no contracts with significant financing components in 2024 (2023: none).
Contract types
The Group disaggregates revenue from contracts with customers by contract type, because management
believe this best depicts how the nature, amount, timing, and uncertainty of the Group’s revenue and cash
flows are affected by economic factors. Categories are: long-term contractual – greater than two years;
short-term contractual – less than two years; and transactional. The years being measured from the service
commencement date.
Long-term contractual – greater than two years
The Group provides a range of services under contracts with a duration of more than two years. The nature
of contracts or performance obligations within this revenue type includes:
(i) long-term outsourced service arrangements in the public and private sectors; and
(ii) active software licence arrangements.
The majority of long-term contractual agreements form part of a series of distinct goods and services
because they are substantially the same service; and have the same pattern of transfer, since the series
constitutes services provided in distinct time increments (eg daily, monthly, quarterly or annually), and
therefore treats the series as one performance obligation.
Section 2: Results for the year continued
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2.2 Revenue including segmental revenue continued
Short-term contractual – less than two years
The nature of contracts or performance obligations within this revenue type includes:
(i) short-term outsourced service arrangements in the public and private sectors; and
(ii) software maintenance contracts.
The Group has assessed that maintenance and support (ie on-call support, remote support) for software
licences is a performance obligation that can be considered capable of being distinct and separately
identifiable in a contract if the customer has a passive licence. These recurring services are substantially
the same because the nature of the promise is for the Group to ‘stand ready’ to perform maintenance and
support when required by the customer. Each day of ‘standing ready’ is distinct from each subsequent day
and is transferred in the same pattern to the customer.
Transactional (point-in-time) contracts
The Group delivers a range of goods or services in all reportable segments that are transactional services
for which revenue is recognised at the point-in-time when control of the goods or services has transferred to
the customer. This may be at the point of physical delivery of goods or services and acceptance by the
customer or when the customer obtains control of an asset or service in a contract with customer-specified
acceptance criteria. The nature of contracts or performance obligations within this revenue type includes:
(i) provision of computing hardware goods;
(ii) passive software licence agreements;
(iii) commission received as agent from the sale of third-party software; and
(iv) fees received in relation to the delivery of professional services.
Master service arrangements (MSA) or Frameworks
MSA or individual call-off agreements are classified as short-term contractual if they include a notice period
with committed volumes, otherwise they are classified as transactional (point-in-time) contracts.
2.2.1 Segmental revenue
The Group’s operations are managed separately according to the nature of the services provided, with each
segment representing a strategic business offering a different package of client services across the markets
the Group serves. Capita plc is a reconciling item and not an operating segment. A description of the
service provision for each segment can be found in the strategic report on pages 19 to 25. Inter-segmental
pricing is based on set criteria and is either charged on an arm's length basis or at cost.
The tables opposite present revenue for the Group’s operating segments as reported to the Chief Operating
Decision Maker (‘CODM’). The Group comprises two trading divisions – Capita Public Service and Capita
Experience – and in prior periods the CODM viewed these as two operating segments because the CODM
reviewed operating results to assess their performance and make decisions about allocation of resources at
this level. Capita Public Service goes to market through three subdivisions – Local Public Service; Defence,
Learning, Fire and Security; and Central Government – however, the CODM views these subdivisions as
one operating segment. Capita Experience also comprises three subdivisions – Contact Centre; Pension
Solutions; and Regulated Services. Following the completion of the exit of the non-core businesses in the
Portfolio division, and the review of the Group’s strategy conducted in 2024, the CODM now reviews the
operating results for each of these three subdivisions in this division separately, and therefore each
subdivision is now an operating segment. Comparative information has also been re-presented to reflect the
change in operating segments and to reflect businesses exited during 2024.
Adjusted revenue, excluding results from businesses exited in both years (adjusting items), was £2,369.1m
(2023: £2,575.8m), a decline of 8.0% (2023: increase 1.1%).
31 December 2024
Notes
Long-term contractual
1,148.4
408.4
127.9
148.7
1,833.4
38.3
1,871.7
Short-term contractual
162.0
220.3
51.1
—
433.4
9.5
442.9
Transactional (point-in-
time)
76.8
22.2
—
3.3
102.3
4.7
107.0
Total segment revenue
1,387.2
650.9
179.0
152.0
2,369.1
52.5
2,421.6
Trading revenue
1,409.9
676.7
179.8
153.8
2,420.2
51.8
2,472.0
Inter-segment revenue
(22.7)
(25.8)
(0.8)
(1.8)
(51.1)
0.7
(50.4)
revenue
1,387.2
650.9
179.0
152.0
2,369.1
—
2,369.1
Business exits – trading
2.8
—
—
—
—
—
52.5
52.5
Total segment revenue
1,387.2
650.9
179.0
152.0
2,369.1
52.5
2,421.6
Long-term contractual
1,148.0
550.2
120.5
203.3
2,022.0
82.0
2,104.0
Short-term contractual
195.9
231.2
49.8
1.6
478.5
24.9
503.4
Transactional (point-in-
time)
56.0
16.2
—
3.1
75.3
131.9
207.2
Total segment revenue
1,399.9
797.6
170.3
208.0
2,575.8
238.8
2,814.6
Trading revenue
1,422.2
830.8
170.7
209.4
2,633.1
267.1
2,900.2
Inter-segment revenue
(22.3)
(33.2)
(0.4)
(1.4)
(57.3)
(28.3)
(85.6)
revenue
1,399.9
797.6
170.3
208.0
2,575.8
—
2,575.8
Business exits – trading
2.8
—
—
—
—
—
238.8
238.8
Total segment revenue
1,399.9
797.6
170.3
208.0
2,575.8
238.8
2,814.6
Section 2: Results for the year continued
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Notes to the consolidated financial statements continued

2.2 Revenue including segmental revenue continued
Geographical location
The Group generates revenue largely in the UK and Europe. The table below presents revenue by
geographical location.
2024
2023
Revenue
2,150.3
271.3
—
2,421.6
2,526.0
282.5
6.1
2,814.6
2.2.2 Order book
The tables below show the order book for each division, categorised into long-term contractual (contracts
with length greater than two years) and short-term contractual (contracts with length less than two years).
The length of the contract is calculated from the service commencement date. The figures represent the
aggregate amount of currently contracted transaction price allocated to the performance obligations that are
unsatisfied or partially unsatisfied. Revenue expected to be recognised upon satisfaction of these
performance obligations is as follows:
Long-term contractual
2,843.1
426.1
431.2
226.1
3,926.5
Short-term contractual
80.3
218.5
10.1
5.3
314.2
Total
2,923.4
644.6
441.3
231.4
4,240.7
Long-term contractual
—
3,381.1
1,236.3
444.3
430.6
5,492.3
37.2
164.9
163.3
17.5
7.4
Total
37.2
3,546.0
1,399.6
461.8
438.0
5,882.6
The table below shows the expected timing of revenue to be recognised from long-term contractual orders
at 31 December 2024:
< 1 year
807.6
182.9
84.3
95.0
1,169.8
1–5 years
1,545.3
225.0
168.2
120.1
2,058.6
> 5 years
490.2
18.2
178.7
11.0
698.1
Total
2,843.1
426.1
431.2
226.1
3,926.5
The Contact Centre order book reduction reflects two European telecommunications contracts that were
extended in the period with the contracts being recognised as framework contracts. This resulted in
£388.1m being derecognised from the order book.
Prior year comparative information is not presented for the expected timing of revenue recognition because
it is a forward looking disclosure and therefore management does not believe that such disclosure provides
meaningful information to a user of the consolidated financial statements.
The order book represents the consideration that the Group will be entitled to receive from customers when
the Group satisfies its remaining performance obligations under the contracts. However, the total revenue
that will be earned by the Group will also include non-contracted volumetric revenue, future indexation
linked to an external metric, new wins, scope changes, and anticipated contract extensions. These
elements have been excluded from the above tables because they are not contracted. Additionally, revenue
from contract extensions is excluded from the order book unless they are pre-priced extensions whereby
the Group has a legally binding obligation to deliver the performance obligations during the extension
period. The total revenue related to pre-priced extensions for major contracts included in the tables above
amounted to £309.0m (2023: £513.8m
1
). The amounts presented do not include orders for which neither
party has performed, and each party has the unilateral right to terminate a wholly unperformed contract
without compensating the other party.
Of the £3.9 billion (2023: £5.5 billion) revenue to be earned on long-term contracts, £3.1 billion (2023: £3.4
billion
1
) relates to major contracts. This amount excludes revenue that will be derived from frameworks,
non-contracted volumetric revenue, non-contracted scope changes and future unforeseen volume changes
from these major contracts, which together are anticipated to contribute an additional £0.8-£1.0 billion
(2023: £0.5-£0.7 billion
1
) of revenue to the Group over the life of these contracts.
The Group performs various services for a number of UK Government ministerial departments and
considers these individual ministerial departments to be separate customers due to the limited economic
integration between each ministerial department. Revenues of £325.8m from one customer in Capita Public
Service represented more than 10% of the Group’s total revenues (2023: £317.6m from one customer from
the Capita Public Service division represented more than 10% of the Group’s total revenues).
1. The prior year amounts in relation to major contracts are as previously presented, and as such reflect the major contracts reviewed by the
Audit and Risk Committee for that year end (refer to note 2.1). Consequently, the prior year amounts are not directly comparable to those
disclosed for the current period.
2.2.3 Deferred income
The Group’s deferred income balances solely relate to revenue from contracts with customers. Revenue
recognised in the reporting period that was included in the deferred income balance at the beginning of the
period was £492.2m (2023: £599.0m).
Movements in the deferred income balances were driven by transactions entered into by the Group in the
normal course of business during the current and prior year, other than accelerated revenue recognised of
£9.2m (2023: £9.9m), which primarily related to an early termination of contracts in the Regulated Services
business in Capita Experience.
Section 2: Results for the year continued
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2.3 Operating profit
2.3.1 Items charged/(credited) to reported operating profit
Depreciation of property, plant and equipment
3.2
24.2
31.2
Depreciation of right-of-use assets
3.5
42.3
48.3
Impairment of property, plant and equipment
3.2
1.8
10.8
Impairment of right-of-use assets
3.5
0.2
15.7
Amortisation of intangible assets
3.3
23.4
29.3
Impairment of intangible assets
3.3
9.1
0.9
Impairment of goodwill
3.4
75.1
42.2
Impairment of disposal group assets held-for-sale
2.8
—
18.1
Loss on sale of property, plant and equipment and intangibles
2.9.1
1.7
0.7
Income from foreign exchange differences
0.1
5.1
Contract fulfilment asset utilisation, impairment and derecognition
3.1.3
68.3
84.5
Contract termination gains
—
6.0
fulfilment asset utilisation
9.0
9.8
Onerous contract provisions (net of additions, releases and
unwinding of discount and changes in the discount rate)
22.1
9.4
Contract termination gains: customer contracts usually contain provisions to compensate the Group for
exit costs and future profits in the event of early termination. During 2024 there were no contract termination
gains recognised and recorded as income during the year (2023: £6.0m in the Regulated Services business
in Capita Experience).
The net of: accelerated deferred income unwind and contract fulfilment asset utilisation: during 2024
the Group recognised a gain of £9.0m related to the net of accelerated deferred income unwinds and non-
current contract fulfilment asset utilisation on contract exits. This primarily related to closed book Life &
Pensions contracts within the Regulated Services business in Capita Experience, where the early exit of
two contracts were agreed (2023: £9.8m gain primarily related to the Regulated Services business in Capita
Experience where a contract was terminated earlier than planned).
Onerous contract provisions: during 2024 the Group recognised a net loss of £22.1m related primarily to
onerous contract provisions (refer to note 3.6) in the Regulated Services business in Capita Experience
(2023: £9.4m net loss related to contracts in the Regulated Services business in Capita Experience).
2.3.2 Fees payable to auditors
The amounts included in the table below relate to fees payable to KPMG LLP and its associates:
statements
4.6
4.5
The audit of the financial statements of the Group’s subsidiary companies
0.7
0.9
Total audit and audit-related services
5.3
5.4
Other assurance services
1.0
0.2
Audit-related assurance services
0.3
0.3
Total non-audit services
1.3
0.5
Total audit and non-audit services
6.6
5.9
The non-audit fees in respect of 2024 related to the review of interim results, ISAE 3402 assurance
reporting on controls operated by a subsidiary, ISAE 3000 assurance reporting over non-financial metrics
reported within the Annual Report and Accounts, and services as reporting accountant for the disposal of
Capita One Limited.
In respect of 2023, the non-audit fees related to the review of interim results, ISAE 3402 assurance
reporting on controls operated by a subsidiary, and ISAE 3000 assurance reporting over non-financial
metrics reported within the Annual Report and Accounts.
Section 2: Results for the year continued
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Notes to the consolidated financial statements continued

2.4 Adjusted operating profit and adjusted profit before tax
Accounting policies
IAS 1 Presentation of Financial Statements permits an entity to present additional information for specific
items to enable users to better assess the entity’s financial performance.
The Board has adopted a policy to disclose separately those items that it considers are outside the
underlying operating results for the particular year under review and against which the Group’s performance
is assessed internally. In the Board’s judgement, these need to be disclosed separately by virtue of their
nature, size and/or incidence, for users of the consolidated financial statements to obtain an understanding
of the financial information and the underlying performance of the Group. In general, the Board believes that
alternative performance measures (APMs) are useful for investors because they provide further clarity and
transparency of the Group’s financial performance and are closely monitored by management to evaluate
the Group’s operating performance to facilitate financial, strategic and operating decisions. Accordingly,
these items are also excluded from the discussion of divisional performance in the strategic report. This
policy is kept under review by the Board and the Audit and Risk Committee. Refer to Section 8.2 for further
details of the Group’s APMs.
The Board considers APMs to be helpful to the reader, but notes that APMs have certain limitations,
including the exclusion of significant recurring and non-recurring items, and may not be directly comparable
with similarly titled measures presented by other companies.
Those items excluded from the adjusted income statement are: business exits; amortisation and impairment
of acquired intangibles; impairment of goodwill; certain mark-to-market valuation changes that impact net
finance costs/income; the costs associated with the cyber incident in March 2023, and the costs associated
with the cost reduction programme.
The items below are excluded from the adjusted results:
Operating profit/(loss)
Profit/(loss) before tax
Reported
(9.9)
(52.0)
116.6
(106.6)
Amortisation and impairment of acquired intangibles
3.3
0.2
0.2
0.2
0.2
Impairment of goodwill
3.4
75.1
42.2
75.1
42.2
Net finance costs
4.3
—
—
0.1
2.2
Business exits
2.8
1.6
20.8
(170.9)
23.2
Cyber incident
1.0
Cost reduction programme
27.9
Adjusted
95.9
90.9
50.0
40.9
1. Adjusted operating profit increased by 5.5% (2023: increased 36.5%) and adjusted profit before tax increased by 22.2% (2023: increased
13.5%). Adjusted operating profit of £95.9m (2023: profit £90.9m) was generated on adjusted revenue of £2,369.1m (2023: £2,575.8m)
resulting in an adjusted operating margin of 4.0% (2023: 3.5%).
2. The tax charge on adjusted profit before tax is £10.3m (2023: £47.4m charge) resulting in adjusted profit after tax of £39.7m (2023: £6.5m
loss).
3. The adjusted operating profit and adjusted profit before tax for 2023 has been re-presented for the impact of business exits during 2024 and
the change in adjusting items. This has resulted in adjusted operating profit decreasing from £106.5m to £90.9m and adjusted profit before
tax decreasing from £56.5m to £40.9m.
Amortisation and impairment of acquired intangible assets: the Group recognised acquired intangible
amortisation of £0.2m (2023: £0.2m). These charges are excluded from the adjusted results of the Group
because they are non-cash items generated from historical acquisition related activity. The charge is
included within administrative expenses.
Impairment of goodwill: the Group carries on its balance sheet significant amounts of goodwill which are
subject to annual impairment testing and when any indicators of impairment are identified. Any impairment
changes are reported separately because they are non-cash items generated from historical acquisition
related activity. The charge is included within administrative expenses.
Net finance costs: net finance costs excluded from adjusted profits relate to movements in the mark-to-
market value of forward foreign exchange contracts to cover anticipated future costs and therefore have no
equivalent offsetting transaction in the accounting records, also refer to note 4.2.2.
Business exits: the trading result of businesses exited, or in the process of being exited, and the gain or
loss on disposals are excluded from the Group's adjusted results. Note 2.8 provides further detail regarding
which income statement line items are impacted by business exits.
Cyber incident: The Group has incurred exceptional costs associated with the March 2023 cyber incident.
These costs comprise specialist professional fees, recovery and remediation costs and investment to
reinforce Capita’s cyber security environment. A charge of £1.0m, net of insurance receipts, has been
recognised in the year ended 31 December 2024 (2023: charge of £25.3m). Cumulatively the net costs
incurred total £26.3m and are included within administrative expenses. Further insurance receipts are
anticipated but did not meet the criteria for recognition at 31 December 2024. Refer to note 6.2 contingent
liabilities.
Cost reduction programme: The Group implemented a multi-year cost reduction programme in November
2023 to deliver savings of £60m by Q1 2024. The programme was extended in March 2024, to deliver
further savings of £100m by mid-2025. In December 2024, reflecting on the progress made ahead of
schedule with £140m annualised savings already delivered, and increased confidence in the level of
efficiencies that can be delivered, the cost reduction target increased from £160m up to £250m by the end
of 2025.
The Group exercises judgement in assessing whether the actions being taken to deliver these savings are
exceptional as opposed to business as usual, and therefore whether or not the costs to deliver the savings
should be excluded from the Group's adjusted results. The assessment considers the nature of the activity
being undertaken, in particular, whether it was anticipated in the original bid to win a customer contract.
Investment in new technology that supports the delivery of customer contracts are considered business as
usual and are not excluded from the Group’s adjusted results.
A charge of £27.9m (2023: £54.4m) has been recognised in the year ended 31 December 2024 for the
costs to deliver the cost reduction programme. This includes redundancy and other costs of £30.5m (2023:
£23.3m) to deliver a significant reduction in headcount, partly offset by a credit of £2.6m reflecting the
successful exit of a number of properties which had been provided for in the previous year (2023: charge of
£31.1m arising from the rationalisation of the Group’s property estate with impairment of right-of-use assets
and property, plant & equipment, and provisions in respect of onerous property costs). The cumulative cost
recognised since the commencement of the cost reduction programme is £82.3m (2023: £54.4m), which is
included within administrative expenses.
Refer to note 2.9.1 for the cash flow impact of the above.
Section 2: Results for the year continued
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2.5 Segmental information
The Group’s operations are managed separately according to the nature of the services provided, with each segment representing a strategic business offering a different package of client outcomes across the markets the Group serves.
Capita plc is a reconciling item and not an operating segment. A description of the services provided by each segment can be found in the strategic report on pages 19 to 25. The tables below present profit for the Group’s operating
segments as reported to the Chief Operating Decision Maker as detailed in note 2.2.1. For segmental reporting, the costs of the central functions have been allocated to the segments using appropriate drivers such as adjusted revenue,
adjusted profit or headcount. Comparative information has been re-presented to reflect the change in operating segments and to reflect businesses exited during 2024. Information on segmental revenue can be found in note 2.2.
Year ended 31 December 2024
Year ended 31 December 2023
Notes
Contact
£m
£m
£m
£m
£m
£m
£m
£m
£m
£m
£m
£m
89.1
(5.9)
28.1
12.6
(28.0)
95.9
—
95.9
69.6
(4.0)
25.9
33.1
(33.7)
90.9
—
90.9
(11.3)
(5.3)
(0.8)
(0.5)
(10.0)
—
(27.9)
(27.9)
(7.0)
(35.9)
(0.5)
(0.9)
(10.1)
—
(54.4)
(54.4)
6.4
6.4
12.2
12.2
Total trading result
77.8
(11.2)
27.3
12.1
(38.0)
95.9
(21.5)
74.4
62.6
(39.9)
25.4
32.2
(43.8)
90.9
(42.2)
48.7
—
(8.0)
(8.0)
—
(33.0)
(33.0)
—
(76.3)
(76.3)
—
(67.7)
(67.7)
Operating profit/(loss)
95.9
(105.8)
(9.9)
90.9
(142.9)
(52.0)
Interest income
4.3
10.0
8.7
Interest expense
4.3
(56.3)
(60.9)
Share of results in associates and losses on financial assets
2.8
(11.8)
—
Gain/(loss) on business disposal
2.8
184.6
(2.4)
Profit/(loss) before tax
116.6
(106.6)
3.2
35.8
39.3
6.0
5.2
1.7
88.0
1.9
89.9
40.3
45.5
5.3
6.7
3.6
101.4
7.4
108.8
Impairment of property, plant and equipment, intangible, right-of-use assets and goodwill
3.5
0.7
0.9
—
0.6
—
2.2
84.0
86.2
1.5
2.5
—
0.1
0.1
4.2
65.4
69.6
57.2
5.1
3.9
0.8
—
67.0
1.3
68.3
57.8
6.1
4.3
5.6
—
73.8
10.7
84.5
Net onerous contract provisions
2.3
—
0.3
—
17.7
—
18.0
4.1
22.1
—
1.6
—
7.8
—
9.4
—
9.4
Geographical location
The table below presents the carrying amount of non-current assets (excluding deferred tax, financial assets and employee benefits) by the geographical location of those assets.
United
2024
United
2023
Non-current assets
922.6
25.0
21.3
968.9
1,112.6
14.1
17.0
1,143.7
Section 2: Results for the year continued
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Notes to the consolidated financial statements continued

2.6 Taxation
Accounting policies
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 liabilities are recognised for all taxable temporary differences:
• except where the deferred tax liability arises from the initial recognition of goodwill;
• except where the deferred tax liability 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; and
• in respect of taxable temporary differences associated with investments in subsidiaries, associates and
interests in joint ventures, except where the timing of the reversal of the temporary differences can be
controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
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.
Significant accounting judgements and assumptions
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. This
involves an assessment of when those assets are likely to reverse, and a judgement as to whether or not
there will be sufficient taxable profits available to offset the assets when they do reverse. This requires
assumptions regarding future profitability and is therefore inherently uncertain. To the extent assumptions
regarding future profitability change, there may be an increase or decrease in the amounts recognised in
respect of deferred tax assets as well as in the amounts recognised during the year in which the change
occurs.
Sensitivities and additional information relating to deferred tax assets/liabilities are provided in note 2.6.2.
Section 2: Results for the year continued
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2.6 Taxation continued
2.6.1 Income tax charge
The reported income tax charge for the period is £36.2m on reported profit before tax of £116.6m (2023:
reported income tax charge of £74.0m on reported loss of £106.6m), and an adjusted income tax charge for
the period of £10.3m on adjusted profit before tax of £50.0m (2023: adjusted tax charge of £47.4m on
adjusted profit of £40.9m). This includes £0.2m (2023: £nil) relating to Pillar Two current income taxes. The
most significant reconciling items, explaining the difference from the standard UK corporation tax rate of
25.0% for the period (2023: 23.5%) are non-taxable profits on disposal of businesses, non-deductible
impairments, changes in the accounting estimate of recognised deferred tax assets and unrecognised
losses, and other temporary differences carried forward.
The forecast future adjusted effective tax rate, before and assuming no material changes to tax laws in the
jurisdictions in which Capita operates, is expected to be broadly similar to the UK corporation tax rate, with
an increase for taxable profits in higher tax rate jurisdictions.
The major components of the income tax charge are set out below:
2024
2023
Not
profit
1
profit
1
Current income tax charge/(credit)
15.3
13.6
1.7
26.2
26.4
(0.2)
Adjustment in respect of prior years
2.5
2.5
—
4.0
4.0
—
differences
19.5
(4.7)
24.2
43.9
17.1
26.8
balances
—
—
—
(0.4)
(0.4)
—
Adjustment in respect of prior years
(1.1)
(1.1)
—
0.3
0.3
—
Total charge
36.2
10.3
25.9
74.0
47.4
26.6
1. To enable a like-for-like comparison of adjusted results, the 2023 comparatives have been re-presented to exclude the businesses classified
as business exits during 2024 from adjusted profit. Refer to note 2.8.
Deferred tax movement on cash flow hedges
1.8
(2.6)
pension schemes
7.0
3.3
Current income tax movement on defined benefit pension scheme contributions
(9.8)
(19.2)
Deferred tax movement in relation to share-based payments
0.2
(0.1)
Current income tax deduction on the exercise of share options
—
(0.2)
Total credit
(0.8)
(18.8)
The reconciliation between the total tax charge and the accounting profit multiplied by the UK weighted
average corporation tax rate is as follows:
Total tax
Current tax
Profit/(loss) before tax
116.6
(106.6)
116.6
(106.6)
(2023: 23.5%)
29.2
(25.1)
29.2
(25.1)
Adjustments in respect of current income tax of prior years
a
2.5
4.0
2.5
4.0
Adjustments in respect of deferred tax of prior years
b
(1.1)
0.3
—
—
Non-deductible expenses/(non-taxable income) – adjusted
5.0
0.2
5.0
0.2
Non-deductible expenses – business exit
c*
2.7
4.9
2.7
4.9
Non-deductible expenses – specific items
—
1.7
—
1.7
(Profit)/loss on disposal of businesses
d*
(46.1)
0.6
(46.1)
0.6
Pillar Two income taxes
2.6.4
0.2
—
0.2
—
Non-deductible goodwill impairment
e*
18.7
9.9
18.7
9.9
Difference in rate recognition of temporary differences
—
(0.4)
—
—
Tax provided on unremitted earnings
f
(0.5)
0.2
—
—
Attributable to different tax rates in overseas jurisdictions
g
(0.5)
(4.3)
(0.1)
(2.9)
2.6.2
26.1
82.0
—
—
Fixed asset temporary differences
—
—
4.2
5.7
Current tax impact on other temporary differences
—
—
(3.5)
(0.4)
Carry forward of losses in current period
h
—
—
5.0
31.6
At the effective total tax rate of 31.0% (2023: (69.4)%) and
the effective current tax rate of 15.3% (2023: (28.3)%)
i
36.2
74.0
17.8
30.2
Tax charge reported in the income statement
36.2
74.0
17.8
30.2
* These £(24.7)m (2023: £15.4m) of reconciling items relate to the reported tax charge only, with no impact on the adjusted tax charge.
Further details are given below.
a The £2.5m prior year charge adjustment includes: (i) £1.1m charge which has a corresponding impact within deferred tax of prior years;
and, (ii) a £1.4m charge to adjust for finalisation of submitted tax returns and withholding tax claims in Ireland for which there is no
opposite deferred tax credit in relation to the temporary difference true-up because these are unrecognised.
b Adjustments in respect of deferred tax of prior years mainly relate to £1.1m of charges which have a corresponding impact within current
income tax of prior years.
c* Business exit: relates to non-deductible closure costs associated with the sale of entities. Refer to note 2.8 for further details.
d* Relates to the gain/loss on disposal of entities in the current year. Refer to note 2.8.1 for further details.
e* Relates to the goodwill impairments as detailed further in note 3.4.
f Movement on the deferred tax liability recognised on the unremitted earnings of those subsidiaries affected by withholding taxes.
g Mainly relates to withholding tax and tax payable at rates which are lower than the UK such as Switzerland and Ireland.
h Relates to the carry forward of losses and non-deductible interest in the period.
i The current tax charge of £17.8m (2023: £30.2m) results in an effective current tax rate of 15.3%, which is different from the UK statutory
rate of tax of 25% predominantly due to a non-taxable gain on the profit on disposal of businesses during the year, non-deductible goodwill
impairment, unrecognised losses and interest disallowance carried forward, and expenses not deductible for tax purposes, including non-
qualifying depreciation and capital related costs. The impact of differing overseas tax rates is covered in footnote g.
Section 2: Results for the year continued
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Notes to the consolidated financial statements continued

2.6 Taxation continued
2.6.2 Deferred tax
Deferred tax relates to the following:
movements
2
Fixed assets which qualify for tax relief
87.2
(8.5)
—
(0.9)
77.8
differences
11.3
(1.3)
(1.8)
—
8.2
Pension schemes
1.8
(3.4)
(7.0)
—
(8.6)
Share-based payments
1.5
—
(0.2)
—
1.3
Tax losses
1
36.7
(6.0)
—
—
30.7
138.5
(19.2)
(9.0)
(0.9)
109.4
Jurisdictional netting
1.8
2.2
Net deferred tax assets
140.3
(19.2)
(9.0)
(0.9)
111.6
Acquired intangibles
(0.1)
—
—
—
(0.1)
Contract fulfilment assets
(0.2)
0.1
—
—
(0.1)
Unremitted earnings
(5.1)
0.7
—
(0.2)
(4.6)
(5.4)
0.8
—
(0.2)
(4.8)
Jurisdictional netting
(1.8)
(2.2)
Net deferred tax liabilities
(7.2)
0.8
—
(0.2)
(7.0)
Net deferred tax
133.1
(18.4)
(9.0)
(1.1)
104.6
1. Mainly trading losses available to shelter future profits and deferred interest.
2. Other movements includes business disposals.
The main movement in the net deferred tax asset is the income statement tax charge arising on the change
in the accounting estimate of deferred tax.
On 6 April 2024, it was announced that the free-standing tax charge that applies to authorised surplus
payments to sponsoring employers of a registered defined benefit pension scheme will reduce from 35% to
25%. This was substantively enacted retrospectively from 11 March 2024. Therefore, for the purpose of
recognising deferred tax on the pension scheme surplus, withholding tax at 25% (2023: 35%) would apply
for any surplus being refunded to the Group at the end of the life of the scheme. Corporation tax at 25%
would apply for any surplus expected to unwind over the life of the scheme. Management have concluded
that the corporation tax rate should apply to the recognition of deferred tax on the pension scheme surplus,
reflecting the Group’s intention regarding the manner of recovery of the asset.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be
available against which the assets can be utilised. The recoverability of deferred tax assets is supported by
the deferred tax liabilities against which the reversal can be offset and the expected level of future taxable
profits available to offset the assets when they reverse.
The recognition of deferred tax assets at 31 December 2024 has been based on the forecast accounting
profits in the 2025-2027 business plan approved by the Board. This is the same plan used to derive forecast
cash flows for the goodwill impairment test (refer to note 3.4). A long-term growth rate of 1.6%, as used for
impairment test purposes, has been applied to the years beyond 2027. A reducing probability factor has
also been applied to future profits for the potential decrease in reliability of forecasts extrapolated for later
years, such that profits beyond seven years of the balance sheet date have not been considered probable
for the purpose of assessing deferred tax asset recognition.
Unused tax losses make up a significant proportion of the temporary differences available to be utilised in
future periods. These losses mainly arose due to the historic adoption of IFRS 15, previous Covid-19
related downward pressures on profits and tax deductible restructuring costs, cyber costs and pension
contributions. Based on the forecast accounting profits, management have concluded that some of the
deductible temporary differences and unused tax losses are not recognisable due to uncertainty in their
recoverability. There is a decrease in the amounts previously recognised in respect of deferred tax assets
and an increase in unrecognised temporary differences arising during the year. The impact of this is a debit
to the income statement of £18.4m, and a debit to OCI and changes in equity of £9.0m. This is included in
the movement in unrecognised temporary differences of £26.1m in the tax reconciliation table in
section 2.6.1 above, which also includes unrecognised current year temporary differences (mainly losses) of
£5.7m. The reported income statement charge includes £26.0m change in the deferred tax asset estimate
due to the reduction in future taxable profits on disposal of taxable subsidiaries, reflected in the tax arising
on business exits (see note 2.8).
Deferred tax asset recognition depends on the reliability of management’s forecasts and the assumptions
that underlie them. Management have considered the severe but plausible downsides applied to the base-
case projections for assessing going concern and viability, to gauge sensitivity and identify a reasonable
possible alternative result. This scenario identified a further potential reduction in recognised deferred tax
assets of approximately £7.6m .
Section 2: Results for the year continued
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2.6 Taxation continued
2.6.2 Deferred tax continued
The Group has unrecognised tax losses and other temporary differences that are available for offset against
future taxable profits of the companies in which the losses or other temporary differences arose but have
not been recognised because their recoverability is uncertain. The table below shows the amounts split
between UK and non-UK jurisdictions.
Tax losses
667.6
628.7
Other temporary timing differences
239.2
140.2
906.8
768.9
Tax losses
64.0
67.4
Other temporary timing differences
12.4
11.2
76.4
78.6
Total
983.2
847.5
The £135.7m increase in unrecognised tax losses and other temporary differences reflects the decrease in
amounts previously recognised in respect of deferred tax assets, and unrecognised temporary differences
arising during the year due to: deferred interest; tax deductible cost reduction programme expenses; and
pension contributions.
Assets have no time expiry, but some losses are subject to specific loss restriction rules. £41.8m (2023:
£28.8m) of the losses were incurred by companies acquired by the Group and are not a result of the
Group’s trading performance.
Dividends received from subsidiaries are largely exempt from UK tax but may be subject to dividend
withholding taxes levied by the overseas tax jurisdictions in which the subsidiaries operate. The gross
temporary differences of those subsidiaries affected by such potential taxes is £45.6m (2023: £48.4m). A
deferred tax liability of £4.5m (2023: £5.1m) has been recognised on the unremitted earnings of those
subsidiaries affected by such potential taxes because the Group is able to control the timing of reversal and
it is anticipating dividends to be distributed. The earnings remitted during the year have resulted in a
reduction in the closing deferred tax liability.
2.6.3 Uncertain tax positions
The Group files income tax returns in several jurisdictions and some of these returns are open to, or subject
to, tax authority audits or examinations. Tax returns contain matters that could be subject to differing
interpretations of applicable tax laws and regulations; and the resolution of tax positions, through
negotiations with relevant tax authorities or litigation, can take several years. Tax uncertainties are
assessed throughout the year and specifically at the year-end with any associated provisions recognised
considering the specific circumstances of each risk, including the merits of technical aspects, previous
experience with tax authorities, recent tax law and if relevant, external specialist advice. The Group applies
judgement in quantifying uncertainties over income tax treatments in accordance with this criteria.
At 31 December 2024 the net income tax receivable of £3.2m is net of a £3.0m (2023: £3.1m) liability in
relation to uncertain tax positions. During 2024 the Group reassessed the uncertain tax provision and
adjusted the risk downwards by £0.1m (2023: £0.2m upwards).
Expiry under the statute of limitations, or conclusion of tax audits could result in a release of the provision in
the next financial year. While it is difficult to predict the ultimate outcome in some cases, and there are a
range of different outcomes, the Group does not currently anticipate that there will be any material impact
on the Group’s financial position in the next financial year.
2.6.4 Global minimum tax
The Group is within the scope of the Pillar Two top-up tax that applies in the UK. The first period for which a
Pillar Two return will be required is the accounting period ending on 31 December 2024.
The Group has applied the mandatory exception to recognising and disclosing information about deferred
tax assets and liabilities related to Pillar Two income taxes.
It is expected that the Group will pay Pillar Two top-up taxes of £0.2m for the period ended 31 December
2024 in relation to operations in Poland and Switzerland. This is included in the current income tax
expenses as shown in note 2.6.1.
Since the stated jurisdictions either have a low tax rate and no material profits are expected; or, an
expected effective tax rate close to 15%; it is expected that the Pillar Two top-up tax will continue to have an
immaterial impact on the Group tax liability.
2.6.5 Capita’s responsible approach to taxation
Capita has an open and positive working relationship with HMRC, has a designated customer compliance
manager, and is committed to prompt disclosure and transparency in all dealings with HMRC and overseas
tax authorities. The Group does not have a complex tax structure, nor does it pursue aggressive tax
avoidance activities. The Group continues to progress well with its legal entity rationalisation programme.
The Group has a low-risk rating from HMRC, and has been awarded the Fair Tax Mark for its tax
disclosures from 2018 to 2023. The Group has operations in a number of countries outside the UK. All such
operations outside the UK are trading operations and pay the appropriate local taxes on these activities.
Further detail, regarding Capita's tax strategy can be found on the Policies & Principles area of the Capita
website (https://www.capita.com/our-company/about-capita/policies-and-principles).
Section 2: Results for the year continued
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Notes to the consolidated financial statements continued

2.7 Earnings/(loss) per share
Accounting policies
Basic earnings/(loss) per share are calculated by dividing net profit/(loss) for the period attributable to
ordinary equity holders of the Parent Company by the weighted average number of ordinary shares
outstanding during the year.
Diluted earnings/(loss) per share are calculated by dividing the net profit/(loss) for the period attributable to
ordinary equity holders of the Parent Company by the weighted average number of ordinary shares
outstanding during the year plus the weighted average number of ordinary shares that would be issued on
the conversion of all the dilutive potential ordinary shares into ordinary shares.
2024
2023
pence
pence
– reported
4.54
(10.60)
– adjusted
2.11
(0.20)
– reported
4.41
(10.60)
– adjusted
2.05
(0.20)
The following tables show the earnings and share data used in the basic and diluted earnings/(loss) per
share calculations:
2024
2023
£m
£m
Reported profit/(loss) before tax for the period
116.6
(106.6)
(36.2)
(74.0)
Reported profit/(loss) for the period
80.4
(180.6)
Less: Non-controlling interest
(3.7)
2.5
Total profit/(loss) attributable to shareholders
76.7
(178.1)
Adjusted profit before tax
1
for the period
50.0
40.9
(10.3)
(47.4)
Adjusted profit/(loss) for the period
39.7
(6.5)
Less: Non-controlling interest
(4.1)
3.1
Adjusted profit/(loss) attributable to shareholders
35.6
(3.4)
1. Definitions of the alternative performance measures and related key performance indicators (KPIs) can be found in section 8.2.
Trust shares) for basic earnings per share
1,690.4
1,680.9
Employee share options
50.1
—
Trust shares) adjusted for the effect of dilution
1,740.5
1,680.9
At 31 December 2024 no (2023: 35,795,731) options were excluded from the diluted weighted average
number of ordinary shares calculation because their effect would have been anti-dilutive. Under IAS 33
Earnings per Share, potential ordinary shares are treated as dilutive when, and only when, their conversion
to ordinary shares would decrease earnings per share or increase loss per share from continuing
operations.
The earnings per share figures are calculated based on earnings attributable to ordinary equity holders of
the Parent Company and therefore exclude non-controlling interest. The earnings per share is calculated on
a total reported and an adjusted basis. The earnings per share for business exits and specific items are
reconciling items between total reported and adjusted basic earnings per share.
There have been no other transactions involving ordinary shares or potential ordinary shares between the
balance sheet date and the date on which these consolidated financial statements were authorised for
issue.
Section 2: Results for the year continued
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2.8 Business exits and assets held-for-sale
Accounting policies
Business exits
Business exits are businesses that have been sold, exited during the period, or are in the process of being
sold or exited in accordance with the Group's strategy. None of these business exits meets the definition of
‘discontinued operations’ as stipulated by IFRS 5 Non-current assets held-for-sale and discontinued
operations, which requires comparative financial information to be restated where the relative size of a
disposal or business closure is significant, which is normally understood to mean a reported segment.
However, the trading result of these businesses, non-trading expenses, and any gain/loss on disposal, have
been excluded from adjusted results. To enable a like-for-like comparison of adjusted results, the 2023
comparatives have been re-presented to exclude the businesses classified as business exits during 2024.
Assets held-for-sale
The Group classifies a non-current asset (or disposal group) as held-for-sale if its carrying amount will be
recovered principally through a sale transaction instead of continued use. For this to be the case, the asset
(or disposal group) must be available for immediate sale in its present condition subject only to terms that
are usual and customary for sales of such assets (or disposal groups) and its sale must be highly probable.
For the sale to be highly probable, the appropriate level of management must be committed to a plan to sell
the asset (or disposal group), and an active programme to locate a buyer and complete the plan must have
been initiated. Further, the asset (or disposal group) must be actively marketed for sale at a price that is
reasonable in relation to its current fair value, and the sale should be expected to be completed within one
year from the date of classification.
Based on the above requirements, individual businesses will only reach the criteria to be treated as held-for-
sale where the disposal is seen to be highly probable and expected to complete within the following twelve
months. At 31 December 2024 one business (the Group’s mortgage servicing business) was deemed to
have met this threshold. At 31 December 2023 one business (the Group’s 75% shareholding in Fera
Science Limited (Fera)) was deemed to have met this threshold.
2024 business exits
Business exits at 31 December 2024 primarily comprised the following business disposals:
Business
Disposal completed on
Fera
17 January 2024
Capita One
5 September 2024
In addition to the above disposals, as disclosed in the 2023 Annual Report, the Group decided to exit a
business in Capita Public Service during 2023. During 2024, the Group decided to exit its corporate venture
business (Capita Scaling Partner) in Capita Experience, and a further business from Capita Public Service.
The trading results and non-trading expenses of these businesses have also been excluded from adjusted
results.
The Capita Scaling Partner business manages the Group’s investments in start-up and scale-up
companies. Of these investments, during the year, two associates were sold realising a net gain of £0.3m
and two other investments were sold realising a loss of £7.4m which are included within ‘share of results in
associates and losses on financial assets’ in the table below. Also included is a net loss of £4.6m in relation
to the revaluation of the remaining Capita Scaling Partner investments and a loss of £0.1m being the share
of the results of the associates before they were sold. As set out in note 4.5, following the decision to exit
the Capita Scaling Partner business in the first half of the year and the losses realised on disposals in the
second half of 2024, the Group has evolved its approach to valuing the remaining investments to take into
account recent experiences, and to better reflect expected disposal proceeds. The Group will seek to
maximise value from the remaining Capita Scaling Partner investments, which at 31 December 2024 had an
aggregate carrying value of £4.8m (2023: £17.8m), including loans receivable by Capita of £0.7m
(2023: £0.7m).
2024
2023 (Re-presented)
1
Revenue
52.5
—
52.5
238.8
—
238.8
Cost of sales
(44.5)
—
(44.5)
(160.0)
—
(160.0)
Gross profit
8.0
—
8.0
78.8
—
78.8
Administrative expenses
(1.6)
(8.0)
(9.6)
(66.6)
(33.0)
(99.6)
Operating profit/(loss)
6.4
(8.0)
(1.6)
12.2
(33.0)
(20.8)
Share of results in associates and
losses on financial assets
—
(11.8)
(11.8)
—
—
—
Finance costs
(0.3)
—
(0.3)
—
—
—
Gain/(loss) on disposal of
businesses
—
184.6
184.6
—
(2.4)
(2.4)
Profit/(loss) before tax
6.1
164.8
170.9
12.2
(35.4)
(23.2)
Taxation
(1.7)
(24.3)
(26.0)
0.3
(27.6)
(27.3)
Profit/(loss) after tax
4.4
140.5
144.9
12.5
(63.0)
(50.5)
1. To enable a like-for-like comparison of adjusted results, the 2023 comparatives have been re-presented to include the businesses classified
as business exits during 2024.
Trading revenue and costs represent the trading performance of the above businesses up to the point of
being disposed or exited, and in the comparative period also those businesses disposed of during 2023
(being: Resourcing, Security Watchdog, PageOne, Software, Enforcement, and Travel).
Trading expenses primarily comprise payroll costs of £29.4m (2023: £152.4m) and information technology
costs of £15.8m (2023: £39.2m), and in the comparative period, the de-recognition of non-current contract
fulfilment assets of £8.2m on the early termination of a customer contract for a business in Capita Public
Service that was first treated as a business exit in 2023.
Non-trading administrative expenses include: asset impairments of £8.7m (2023: £25.4m); disposal project
costs of £1.1m (2023: £5.6m); other costs including staff and redundancy costs of £nil (2023: £2.6m); and,
other income of £1.8m (2023: £0.6m). The asset impairments include goodwill within assets held-for-sale of
£nil (2023: £18.1m); property, plant and equipment of £0.2m (2023: £7.1m) (refer to note 3.2); intangible
assets of £8.5m (2023: £nil) (refer to note 3.3); and, right-of-use-assets of £nil (2023: £0.2m) (refer to
note 3.5).
Section 2: Results for the year continued
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Notes to the consolidated financial statements continued

2.8 Business exits and assets held-for-sale continued
2.8.1 Disposals
During 2024 the Group disposed of two businesses: the Group's 75% shareholding in Fera, and Capita
One. During 2023 the Group disposed of six businesses: Resourcing, Security Watchdog, PageOne,
Software, Enforcement and Travel.
The gain/(loss) arising was determined as follows:
Property, plant and equipment
—
0.3
Intangible assets
—
8.6
Goodwill
—
3.2
Right-of-use assets
—
0.2
Income tax recoverable and deferred tax assets
—
0.8
Trade and other receivables
—
78.6
Cash and cash equivalents
—
14.6
Disposal group assets held-for-sale
1
157.8
78.2
Trade and other payables
—
(36.6)
Deferred income
—
(3.9)
Lease liabilities
—
(0.2)
Capita group loan balances
—
(42.7)
Income tax payable and deferred tax liabilities
—
(1.1)
Disposal group liabilities held-for-sale
1
(82.9)
(33.5)
Net identifiable assets sold
74.9
66.5
Non-controlling interests
(9.1)
—
65.8
66.5
received in cash
269.8
68.4
deferred receivable
—
11.4
Less: disposal costs
(19.4)
(15.5)
Net sales price
250.4
64.3
Realisation of cumulative currency translation difference
—
(0.2)
Gain/(loss) on disposal of businesses
184.6
(2.4)
The net cash inflow was determined as follows:
Proceeds received
269.8
68.4
income statement charge
(19.4)
(15.5)
change in accrued disposal costs during the year
(1.3)
(8.1)
disposal of businesses in the period
—
42.7
disposal of businesses classified as held-for-sale
—
9.3
Total proceeds received net of disposal costs paid
249.1
96.8
Cash held by businesses when sold
—
(14.6)
Cash held by businesses classified as held-for-sale
(25.2)
(18.8)
Total cash held by businesses when sold
(25.2)
(33.4)
Net cash inflow
223.9
63.4
1. 2024 balances in respect of disposal group assets and liabilities held-for-sale relate to Fera and Capita One which were transferred to held-
for-sale on 31 December 2023 and 30 June 2024 respectively, prior to their disposals in 2024. The 2023 balances relate to three businesses
(PageOne, Software and Enforcement) that were transferred to held-for-sale on 30 June 2023, and were subsequently sold on 31 July 2023.
Disposal costs of £3.5m, relating to businesses disposed of in the year, were recognised in prior years and
are excluded from the above gain on disposal of businesses.
Section 2: Results for the year continued
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2.8 Business exits and assets held-for-sale continued
2.8.2 Disposal group assets and liabilities held-for-sale
At 31 December 2024, the mortgage servicing business was deemed to have met the threshold to be
treated as held-for-sale (2023: the Fera business was deemed to have met the held-for-sale threshold).
Property, plant and equipment
0.1
5.1
Goodwill
—
15.0
Trade and other receivables
—
3.3
Accrued income
—
6.1
Prepayments
—
1.4
Cash and cash equivalents
—
7.2
Disposal group assets held-for-sale
0.1
38.1
Trade and other payables
—
2.1
Other taxes and social security
—
1.6
Accruals
0.1
1.8
Deferred income
—
3.6
Income tax payable and deferred tax liabilities
—
0.6
Disposal group liabilities held-for-sale
0.1
9.7
2.8.3 Business exit cash flows
Businesses exited and being exited had a cash generated from operations inflow of £14.3m up to the date
of exit (2023: cash outflow of £1.5m). A reconciliation of cash generated from/(used) by operations
excluding business exits, is included within note 2.9.2.
Section 2: Results for the year continued
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Notes to the consolidated financial statements continued

2.9 Cash flow information
Accounting policies
Cash and short-term deposits in the balance sheet comprise cash at bank and in-hand and short-term deposits with an original maturity of three months or less. In the consolidated cash flow statement, cash and cash
equivalents consist of cash and short-term deposits net of outstanding bank overdrafts and include cash and overdrafts within disposal group assets and liabilities held-for-sale. Cash at bank earns interest at fixed and
floating rates based on prevailing bank deposit rates.
2.9.1 Additional cash flow information
2024
2023
Reported
exits
1
exits
1
Reported operating loss
2.4
(9.9)
(9.9)
(52.0)
(52.0)
Less: business exit operating loss
2.8
—
1.6
—
20.8
Total operating loss
(9.9)
(8.3)
(52.0)
(31.2)
66.5
66.4
79.5
77.9
Amortisation of intangible assets
3.3
23.4
21.8
29.3
23.7
Share-based payment expense
5.1
6.0
6.0
5.5
5.5
Employee benefits
5.2
8.5
8.5
7.7
7.7
Loss on sale of property, plant and equipment and
intangible assets
2.3
1.7
1.7
0.7
0.7
Amendments and early terminations of leases
(6.8)
(6.8)
3.0
3.0
Impairment of assets held-for-sale
—
—
18.1
—
Impairment of non-current assets
86.2
77.5
69.6
62.3
Movement in provisions
2
(31.2)
(29.9)
23.0
15.7
Pension deficit contributions
5.2
(20.8)
(6.3)
(46.3)
(30.0)
Other contributions into pension schemes
(8.4)
(8.4)
(9.2)
(9.2)
Movements in working capital
2
:
Trade and other receivables
16.4
18.3
(30.1)
(4.1)
Non-recourse trade receivables financing
3.1.1
(11.8)
(11.8)
(9.2)
(9.2)
Trade and other payables
(65.2)
(60.6)
(8.5)
(5.5)
Deferred income
(33.2)
(46.4)
(77.4)
(80.5)
Contract fulfilment assets (non-current)
(5.4)
(5.5)
5.0
(0.3)
Cash generated from operations
16.0
16.2
8.7
26.5
2024
2023
Reported
exits
1
exits
1
Income tax paid
3
(4.0)
(4.0)
(8.1)
(4.2)
Income tax received
3
5.1
5.1
0.6
0.6
Interest received
8.0
7.9
6.2
6.2
Interest paid
(50.3)
(50.3)
(47.7)
(47.7)
Net cash outflow from operating activities
(25.2)
(25.1)
(40.3)
(18.6)
Purchase of property, plant and equipment
3.2
(16.6)
(16.3)
(28.8)
(26.4)
Purchase of intangible assets
3.3
(33.5)
(33.5)
(32.8)
(26.3)
0.3
0.3
0.1
0.1
5.9
5.9
6.0
6.0
(53.6)
(53.6)
(59.1)
(58.4)
Free cash flow
1
(122.7)
(122.3)
(154.9)
(123.6)
1. Definitions of the alternative performance measures and related key performance indicators (KPIs) can be found in section 8.2.
2. These movements exclude items that have been adjusted for elsewhere within the cash flow statement. For example, balances transferred
to held-for-sale or relate to a business disposal. As such these movements may not directly agree to the year-on-year movements within the
balance sheet.
3. Income tax paid and income tax received have been separately disclosed for the current year, with the prior year re-presented on the same
basis. Previously these were presented as net income tax paid.
Cyber incident: In relation to the exceptional cyber incident costs referred to in note 2.4, the net cash
outflow during the year ended 31 December 2024 was £5.0m (2023: £20.1m) and is included within free
cash flow excluding business exits, and cash generated from operations excluding business exits. The
cumulative net cash outflow since the incident in the first half of 2023 is £25.1m.
Cost reduction programme: In relation to the implementation of the cost reduction programme detailed in
note 2.4, the cash outflow during the year ended 31 December 2024 was £44.5m (2023: £6.1m), and is
included within free cash flow excluding business exits, and cash generated from operations excluding
business exits. The outflow in the current year was less than the expected outflow included in the 2023
Annual Report of £50m due to a delay in the timing of some payments. The cumulative cash outflow since
the commencement of the cost reduction programme in the second half of 2023 is £50.6m. The cost
reduction initiatives are expected to result in cash costs during 2025 totalling an estimated £55m.
Section 2: Results for the year continued
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2.9 Cash flow information continued
2.9.2 Free cash flow and cash generated from operations (alternative performance measures - refer
to section 8.2)
The Board considers free cash flow, and cash generated from operations excluding business exits, to be
alternative performance measures because these metrics provide a more representative measure of the
sustainable cash flow of the Group. Comparative amounts have been re-presented.
These measures are analysed below:
Reported (including business exits)
(122.7)
(154.9)
16.0
8.7
Business exits
(14.1)
15.0
(14.3)
1.5
Pension deficit contributions triggered by
disposals
14.5
16.3
14.5
16.3
Excluding business exits
(122.3)
(123.6)
16.2
26.5
A reconciliation of net cash flow to movement in net debt is included in note 2.9.3.
Business exits: the cash flows of businesses exited, or in the process of being exited, and the proceeds
from disposals, are disclosed outside the adjusted results. The 2023 results have been re-presented for
those businesses exited, or in the process of being exited, during 2024 to enable comparability of the
adjusted results.
Pension deficit contributions triggered by disposals: the Trustees of the Group’s main defined benefit
pension scheme (HPS) has an agreement with the Group that if there is a future deficit in the scheme, the
Group will accelerate the payment of future agreed deficit contributions on a pound for pound basis in the
event of disposal proceeds being used to fund mandatory prepayments of debt. The Trustmarque disposal
in March 2022 resulted in an accelerated deficit contribution of £14.5m being paid during 2024. The
disposal of Pay360 and Capita Translation and Interpreting in the second half of 2022 and Resourcing in
2023 resulted in accelerated deficit contributions of £16.3m being paid during 2023. Given the healthy
funding position of HPS in its latest funding valuation, the Group has paid all outstanding deficit
contributions at this time.
Section 2: Results for the year continued
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Notes to the consolidated financial statements continued

2.9 Cash flow information continued
2.9.3 Reconciliation of net cash flow to movement in net debt
Cash flow
movements
Cash, cash equivalents and overdrafts
4.5.4
67.6
124.5
—
—
—
—
—
—
(0.7)
(0.7)
191.4
Private placement loan notes
(267.0)
—
—
0.9
—
—
—
—
(5.8)
(4.9)
(271.9)
Unamortised transaction costs on debt issuance
4.5
—
(1.9)
—
—
—
—
—
—
(1.9)
2.6
Carrying value of private placement loan notes
4.5
(262.5)
—
(1.9)
0.9
—
—
—
—
(5.8)
(6.8)
(269.3)
Cross-currency interest rate swaps
4.5
13.6
(3.4)
—
2.0
—
—
—
—
—
2.0
12.2
Fair value of private placement loan notes
(248.9)
(3.4)
(1.9)
2.9
—
—
—
—
(5.8)
(4.8)
(257.1)
Other finance
4.5
(0.1)
—
—
—
—
—
—
—
—
—
(0.1)
Lease liabilities
4.4
(363.4)
76.3
—
—
(22.7)
(34.6)
9.3
(14.3)
0.7
(61.6)
(348.7)
Total net liabilities from financing activities
(612.4)
72.9
(1.9)
2.9
(22.7)
(34.6)
9.3
(14.3)
(5.1)
(66.4)
(605.9)
Deferred consideration payable
4.5
(0.7)
—
—
—
—
—
—
—
—
—
(0.7)
Net debt
4.1.1
(545.5)
197.4
(1.9)
2.9
(22.7)
(34.6)
9.3
(14.3)
(5.8)
(67.1)
(415.2)
Cash, cash equivalents and overdrafts
4.5.4
177.2
(106.9)
—
—
—
—
—
—
(2.7)
(2.7)
67.6
Private placement loan notes
(289.5)
17.5
—
3.7
—
—
—
—
1.3
5.0
(267.0)
Unamortised transaction costs on debt issuance
4.0
5.4
(4.9)
—
—
—
—
—
—
(4.9)
4.5
Carrying value of private placement loan notes
4.5
(285.5)
22.9
(4.9)
3.7
—
—
—
—
1.3
0.1
(262.5)
Cross-currency interest rate swaps
4.5
24.8
(6.9)
—
(4.3)
—
—
—
—
—
(4.3)
13.6
Fair value of private placement loan notes
(260.7)
16.0
(4.9)
(0.6)
—
—
—
—
1.3
(4.2)
(248.9)
Other finance
4.5
(0.7)
0.5
—
—
—
—
—
—
0.1
0.1
(0.1)
Lease liabilities
4.4
(397.5)
81.4
—
—
(22.3)
(17.2)
2.6
(11.9)
1.5
(47.3)
(363.4)
Total net liabilities from financing activities
(658.9)
97.9
(4.9)
(0.6)
(22.3)
(17.2)
2.6
(11.9)
2.9
(51.4)
(612.4)
Deferred consideration payable
4.5
(0.7)
—
—
—
—
—
—
—
—
—
(0.7)
Net debt
4.1.1
(482.4)
(9.0)
(4.9)
(0.6)
(22.3)
(17.2)
2.6
(11.9)
0.2
(54.1)
(545.5)
Overdrafts comprise the aggregate value of overdrawn bank account balances within the Group’s notional interest pooling arrangements. These aggregate overdrawn amounts are fully offset by surplus balances within
the same notional pooling arrangements.
At 31 December 2024, the Group’s £250.0m committed revolving credit facility was undrawn (31 December 2023: undrawn).
Section 2: Results for the year continued
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This section shows the operating assets and liabilities used
to generate the Group’s trading performance. Liabilities
relating to the Group’s financing activities are contained in
Section4. Current tax and deferred tax assets and liabilities
are shown in note2.6. Deferred income is shown in note2.1.
3.1 Working capital
3.1.1 Trade and other receivables
3.1.2 Trade and other payables
3.1.3 Contract fulfilment assets (non-current)
3.2 Property, plant and equipment
3.3 Intangible assets
3.4 Goodwill
3.5 Right-of-use assets
3.6 Provisions
Denotes accounting policies
Denotes significant accounting judgements
Denotes significant accounting estimates and
assumptions
Key highlights
Working capital (current and
non-current):
3.1
(223.0)
(351.9)
128.9
Trade and other receivables
3.1.1
345.3
363.0
(17.7)
Trade and other payables
3.1.2
(359.9)
(434.4)
74.5
Deferred income
2.1
(465.9)
(537.5)
71.6
Contract fulfilment assets
3.1.3
257.5
257.0
0.5
Property, plant and equipment
3.2
68.5
80.0
(11.5)
Intangible assets
3.3
79.8
90.0
(10.2)
Goodwill
3.4
372.4
495.7
(123.3)
Right-of-use assets
3.5
180.7
208.5
(27.8)
Provisions
3.6
(119.3)
(150.2)
30.9
The decrease in trade and other receivables is primarily driven by a
reduction in prepayments (£8.0m), other receivables (£5.1m), current
contract fulfilment assets (£4.9m) and accrued income (£5.6m), offset
by an increase in trade receivables (£6.5m). The aforementioned
reductions are largely due to the disposal of Capita One during the
year, and normal operational fluctuations in working capital. The
increase in trade receivables is net of the non-recourse trade
receivables financing as detailed below.
The Group uses non-recourse trade receivables financing, with
£23.4m of outstanding invoices sold under these facilities at
31December 2024 (2023: £35.2m).
The decrease in trade and other payables was primarily driven by a
£66.1m reduction in trade payables resulting from the disposal of
Capita One during the year and the intended reduction in purchasing.
Other movements relate to a reduction in other taxes and social
security costs (£9.1m) and accruals (£2.3m) offset by an increase in
other payables (£3.0m).
The decrease in deferred income reflects the recognition of revenue as
performance obligations are delivered on customer contracts, including
an acceleration of revenue recognised of £9.2m, primarily due to the
early termination of contracts in the Regulated Services business in
Capita Experience, as well as a reduction following the disposal of
Capita One. This was partially offset by contracts in transformation
such as City of London Police, BBC TV Licencing and Transport for
London.
Non-current contract fulfilment assets increased marginally as a result
of £73.6m of additions on contracts in transformation, including TfL
Road User Charging, BBC TV Licencing, Health Assessment Advisory
Services, Civil Service Pension Scheme and City of London Police,
being offset by utilisations of £65.6m, mainly within Capita Public
Service, £4.7m relating to the disposal of Capita One during the year,
derecognition of £1.9m, mainly within Capita Public Service, and
impairments of £0.8m within Capita Experience.
Property, plant and equipment decreased due to depreciation and
impairment of £26.0m, being partially offset by £16.6m of additions,
including investment in technology across the Group.
Intangible assets decreased due to amortisation and impairment of
£32.5m and transfer to assets held-for-sale of £10.4m, partly offset by
£33.5m of additions relating primarily to investment in capitalised and
purchased software. This includes investment in contract delivery and
cyber capabilities.
Goodwill decreased as a result of the disposal of Capita One during
the year (£47.0m) and the impairment of the Contact Centre CGU
(£75.1m).
Right-of-use assets decreased due to depreciation of £42.3m, and the
transfer of £31.3m to lease receivables on the disposal of Fera. This
has been partially offset by additions of £34.6m including the new
delivery centre at Mutual Park in Cape Town and the Group’s new
head office in London.
The decrease in provisions of £30.9m during the year was
predominantly due to the utilisation of provisions in respect of the cost
reduction programme (£34.9m) and customer contracts (£19.0m), as
well as the release of provisions relating to claims and litigations
(£11.4m) and customer contract provisions (£6.4m). This was partially
offset by additions totalling £72.7m, with the largest additions being in
relation to the continuing cost reduction programme (£19.7m), and
increases in customer contract provisions (£28.4m), in particular in
respect of contracts in the closed book Life & Pensions business in
Capita Experience.
Section 3: Operating assets and liabilities
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Notes to the consolidated financial statements continued

3.1 Working capital
3.1.1 Trade and other receivables
Accounting policies
Trade 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.
Impairment: For trade receivables, the Group applies the simplified approach permitted by IFRS 9
Financial Instruments, resulting in trade receivables recognised and carried at original invoice amount less
an allowance for any uncollectible amounts based on expected credit losses. Where the carrying amount of
an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount.
The Group monitors the level of trade receivables on a monthly basis, continually assessing the risk of
default by any counterparty. Each customer has an external credit score which determines the level of credit
provided.
Derecognition: A financial asset (or, where applicable, a part of a financial asset or part of a group of
similar financial assets) is derecognised (ie removed from the Group’s consolidated balance sheet) when (i)
the rights to receive the cash flows from the asset have expired; or, (ii) the Group 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 Group has
transferred substantially all the risk and rewards of the asset; or, (b) the Group has neither transferred nor
retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
Trade receivables that are sold without recourse are derecognised at the point of sale when the risks and
rewards of the receivables have been fully transferred.
Accrued income: Accrued income is recognised when the revenue recognised on a customer contract
exceeds the amount billed to the customer as at the balance sheet date.
Current
Non-current
Trade receivables
133.3
126.8
—
—
Other receivables
1
10.8
15.5
3.7
4.1
Other taxes and social security
1.2
2.3
1.5
1.0
Current contract fulfilment assets
2
8.4
13.3
—
—
Accrued income
132.7
138.3
—
—
Prepayments
48.9
54.5
4.8
7.2
335.3
350.7
10.0
12.3
1. Other receivables includes £nil (2023: £0.3m) of accrued interest on cross-currency interest rate swaps.
2. Refer to note 3.1.3 for non-current contract fulfilment assets.
Trade receivables are non-interest bearing and generally on 30-day terms.
The Group’s accrued income balances solely relate to revenue from contracts with customers. Movements
in the accrued income balances were driven by transactions entered into by the Group in the normal course
of business during the year. There were no material loss allowances in respect of accrued income as at the
balance sheet date.
Movements in the loss allowance made against receivables were as follows:
At 1 January
5.5
29.7
Amounts written off
—
(1.2)
Net remeasurement of loss allowance
1
0.8
(20.8)
Business disposal
—
(1.1)
Transfer to disposal group assets held-for-sale
—
(1.1)
At 31 December
6.3
5.5
1. In 2023, a release of £25.6m relates to a commercial settlement in the closed book Life & Pensions business which will not be received until
a future date.
Not due
85.7
79.4
Overdue by less than three months
14.4
19.3
Overdue between three and six months
5.0
4.9
Overdue between six and twelve months
2.4
5.4
Overdue more than twelve months
1
32.1
23.3
Allowance for doubtful debts
(6.3)
(5.5)
133.3
126.8
1. In both 2024 and 2023, the increase in amounts overdue by more than twelve months primarily relates to a commercial settlement in the
closed book Life & Pensions business which will not be received until a future date.
Under the simplified approach permitted by IFRS 9, all invoices six months or more past due are fully
provided for unless there is a specific confirmation from the customer that the invoice will be settled during
the following month, or there are specific circumstances such that recognition of a provision is not
appropriate. Additionally, any other invoices where the customer relationship manager has identified
significant financial problems which mean that customer is unlikely to pay the invoice in the near future are
also provided for. No material amounts receivable were renegotiated such that they were not past due at
the balance sheet date.
The Group trades only with third parties that are expected to be creditworthy. It is the Group’s policy that all
customers who wish to trade on credit terms are subject to credit verification procedures. The Group
manages its operations to avoid any excessive concentration of counterparty risk and the Group takes all
reasonable steps to seek assurance from the counterparties that they can fulfil their obligations. In addition,
receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to credit
loss remains low.
Section 3: Operating assets and liabilities continued
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3.1 Working capital continued
3.1.1 Trade and other receivables continued
Non-recourse trade receivable financing
The value of invoices sold under the UK non-recourse trade receivables financing at 31 December 2024
was £14.5m (2023: £23.7m). Further, in Germany the Group uses a non-recourse trade receivable financing
arrangement for a specific customer contract, and the value of invoices sold under that arrangement at
31 December 2024 was £8.9m (2023: £11.5m).
The cost of selling such invoices totalled £3.4m (2023: £3.7m) and was included in net finance costs (see
note 4.3) in the consolidated income statement.
3.1.2 Trade and other payables
Current
Non-current
Trade payables
98.2
164.2
—
0.1
Other payables
31.4
27.9
5.5
6.0
Other taxes and social security
65.3
74.4
—
—
Accruals
158.3
159.4
1.2
2.4
353.2
425.9
6.7
8.5
The Group implemented a new credit card facility in 2024, the outstanding balance of which was £5.2m at
31 December 2024.
3.1.3 Contract fulfilment assets (non-current)
Accounting policies
The Group regularly incurs costs to deliver its outsourcing services in a more efficient way (often referred to
as ‘transformation’ costs). These costs may include process mapping and design, system development,
project management, hardware (generally within the scope of the Group’s accounting policy for property,
plant and equipment), software licence costs (generally within the scope of the Group’s accounting policy
for intangible assets), recruitment costs and training.
Contract fulfilment costs are divided into: (i) costs that give rise to an asset; and (ii) costs that are expensed
as incurred.
When determining the appropriate accounting treatment for such costs, the Group firstly considers any
other applicable standards. If those other standards preclude capitalisation of a particular cost, then an
asset is not recognised under IFRS 15 Revenue from Contracts with Customers.
If other standards are not applicable to contract fulfilment costs, the Group applies the following criteria
which, if met, result in capitalisation of costs that: (i) directly relate to a contract or to a specifically
identifiable anticipated contract; (ii) generate or enhance resources that will be used in satisfying (or in
continuing to satisfy) performance obligations in the future; and (iii) are expected to be recovered.
The Group has determined that, where the relevant specific criteria are met, the costs for (i) process
mapping and design; (ii) system development; and (iii) project management; are likely to qualify to be
capitalised as contract fulfilment assets.
The incremental costs of obtaining a contract with a customer are recognised as a contract fulfilment asset
if the Group expects to recover them. The Group incurs costs such as bid costs, legal fees to draft a
contract and sales commissions when it enters into a new contract.
The Group has determined that the following costs may be capitalised as contract fulfilment assets: (i) legal
fees to draft a contract after the Group has been selected as preferred supplier; and (ii) sales commissions
directly related to winning a specific contract.
Costs incurred prior to selection as preferred supplier are not capitalised but expensed when incurred.
The Group also considers the nature of any software as a service utilised on delivering the Group’s revenue
generating contracts and whether associated costs incurred meet the criteria for capitalisation as contract
fulfilment assets. In particular the Group assesses whether the work conducted includes any configuration
or customisation of the suppliers software and then considers the relevant accounting treatment.
Utilisation: The utilisation charge is included within cost of sales. The Group utilises non-current contract
fulfilment assets over the expected contract period on a systematic basis that mirrors the pattern in which
the Group transfers control of the service to the customer.
Derecognition: A non-current contract fulfilment asset is derecognised either when it is disposed of or
when no further economic benefits are expected to flow from its use or disposal.
Impairment: At each balance sheet date, the Group determines whether or not the non-current contract
fulfilment assets are impaired by comparing the carrying amount of the asset with the remaining amount of
consideration that the Group expects to receive less the costs that relate to providing services under the
relevant contract. In determining the estimated amount of consideration, the Group uses the same
principles as it does to determine the contract transaction price, except that any constraints used to reduce
the transaction price are removed for the impairment test.
Significant accounting judgements
Judgement is applied by the Group when determining what costs qualify to be capitalised, in particular when
considering whether these costs are incremental and when considering if costs generate or enhance
resources to be used to satisfy future performance obligations and whether costs are expected to be
recoverable. For example, the Group considers which type of sales commissions are incremental to the cost
of obtaining specific contracts and the point in time when the costs will be capitalised. See note 2.1 for
further information.
Section 3: Operating assets and liabilities continued
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Notes to the consolidated financial statements continued

3.1 Working capital continued
3.1.3 Contract fulfilment assets (non-current) continued
Movements in non-current contract fulfilment assets were as follows
1
:
At 1 January
257.0
263.0
Additions
73.6
79.5
Transfer to disposal group assets held-for-sale
2
(4.7)
(0.9)
Impairment - included in adjusted profit
(0.7)
(3.3)
Impairment - included in business exits
(0.1)
(0.1)
Derecognition - included in adjusted profit
(1.9)
(4.1)
Derecognition - included in business exits
—
(8.2)
Utilisation - included in adjusted profit
(64.4)
(66.4)
Utilisation - included in business exits
(1.2)
(2.4)
Exchange movement
(0.1)
(0.1)
At 31 December
257.5
257.0
1. Refer to note 3.1.1 for current contract fulfilment assets.
2. Transfer to disposal group assets held-for-sale in the year ended 31 December 2024 is in respect of Capita One which was transferred at
30 June 2024 and subsequently sold during the second half of the year. In the year ended 31 December 2023 this includes £0.9m that was
transferred at 30 June 2023 and subsequently sold during the second half of 2023.
As at 31 December 2024, the majority of the balance relates to transformation and set-up costs. This is
consistent with the prior year.
Impairment: In 2024, the Group recognised an impairment of £0.8m (2023: £3.4m) in cost of sales, of
which, £nil (2023: £nil) relates to contract fulfilment assets added during the year.
Derecognition: In 2024, £1.9m (2023: £12.3m) was derecognised. In 2023, the derecognition primarily
related to a contract in Capita Public Service following the termination of a customer contract and the Group
having no further use for the assets (£8.2m). Subsequently the Group exited the business this contract was
in and therefore the derecognition of the contract fulfilment assets was included within business exits.
3.2 Property, plant and equipment
Accounting policies
Property, plant and equipment is stated at cost less accumulated depreciation and any impairment in value.
Depreciation: Depreciation is calculated on a straight-line basis over the estimated useful life of the asset,
as follows:
• Freehold buildings and long leasehold property – up to 50 years.
• Leasehold improvements – period of the lease.
• Plant and machinery – 3 to 10 years.
Impairment: The carrying values of property, plant and equipment are reviewed for impairment when
events or changes in circumstances indicate that the carrying value may not be recoverable. If any such
indication exists and where the carrying values exceed the estimated recoverable amount, the assets are
written down to their recoverable amount. The recoverable amount of property, plant and equipment is the
greater of net selling price and value-in-use. In assessing value-in-use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset. For an asset that does not generate largely
independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the
asset belongs. Impairment losses are disclosed as administrative expenses in the consolidated income
statement.
Derecognition: An item of property, plant and equipment is derecognised on disposal, or when no future
economic benefits are expected to arise from the continued use of the asset (retired). Any gain or loss
arising on derecognition of the asset, calculated as the difference between the net disposal proceeds and
the carrying value of the asset, is included in the consolidated income statement when the asset is
derecognised.
Section 3: Operating assets and liabilities continued
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3.2 Property, plant and equipment continued
2024
2023
At 1 January
81.0
108.9
189.9
96.0
146.5
242.5
Additions
7.3
9.3
16.6
10.4
18.4
28.8
Disposal of businesses
—
—
—
(0.4)
(0.6)
(1.0)
Disposals – included in adjusted profit
(1.7)
(2.2)
(3.9)
(1.0)
(4.7)
(5.7)
Transfer to disposal group assets held-for-sale
1
—
(0.2)
(0.2)
(0.7)
(9.8)
(10.5)
Reclassifications to intangible assets
0.1
(0.8)
(0.7)
—
(1.2)
(1.2)
Asset retirements
(8.1)
(34.1)
(42.2)
(22.9)
(38.1)
(61.0)
Exchange movement
(0.3)
(1.4)
(1.7)
(0.4)
(1.6)
(2.0)
At 31 December
78.3
79.5
157.8
81.0
108.9
189.9
At 1 January
36.4
73.5
109.9
42.5
98.9
141.4
Depreciation charged - included in adjusted profit
7.6
16.6
24.2
9.0
20.8
29.8
Depreciation charged - included in business exits
—
—
—
0.1
1.3
1.4
Disposal of businesses
—
—
—
(0.3)
(0.4)
(0.7)
Disposals – included in adjusted profit
(1.6)
(2.0)
(3.6)
(1.0)
(4.4)
(5.4)
Impairment – included in adjusted profit
1.3
0.3
1.6
—
0.9
0.9
Impairment – excluded from adjusted profit
—
—
—
2.8
—
2.8
Impairment – included in business exits
0.2
—
0.2
7.1
—
7.1
Transfer to disposal group assets held-for-sale
1
—
(0.2)
(0.2)
(0.4)
(3.8)
(4.2)
Reclassifications to intangible assets
—
0.6
0.6
—
(0.6)
(0.6)
Asset retirements
(8.1)
(34.1)
(42.2)
(22.9)
(38.1)
(61.0)
Exchange movement
(0.1)
(1.1)
(1.2)
(0.5)
(1.1)
(1.6)
At 31 December
35.7
53.6
89.3
36.4
73.5
109.9
At 1 January
44.6
35.4
80.0
53.5
47.6
101.1
At 31 December
42.6
25.9
68.5
44.6
35.4
80.0
1. Transfers to disposal group assets held-for-sale In the year ended 31 December 2023 includes £1.2m that was transferred at 30 June 2023 and subsequently sold during the second half of 2023.
At 31 December 2024, amounts contracted for but not provided in the financial statements for the acquisition of property, plant and equipment amounted to £1.4m (2023: £1.4m), relating to building improvements on
leased property.
The 2023 balance included £2.8m for impairment of leasehold improvements which were recognised as part of the cost reduction programme (refer to note 2.4). These costs have been excluded from adjusted profit.
During 2023 following the classification of a business as held-for-sale, a property leased by the Group and part occupied by the business being sold is no longer used by the Group. Following an impairment test, the
property’s leasehold improvements were impaired by £7.1m, along with an impairment of £0.2m of the right-of-use asset for this property (refer to note 3.5). Since the impairment was triggered by the disposal of a
business, the charge was excluded from adjusted profit and included in business exits (refer to note 2.8).
Section 3: Operating assets and liabilities continued
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Notes to the consolidated financial statements continued

3.3 Intangible assets
Accounting policies
Intangible assets acquired separately are capitalised at cost and those identified in a business acquisition
are capitalised at fair value at the date of acquisition. In the case of capitalised software development costs,
research expenditure is written off to the consolidated income statement when it is incurred. Development
expenditure is similarly written off until the Group is satisfied as to the technical, commercial and financial
viability of individual projects. Where this condition is satisfied, the development expenditure is capitalised
and amortised over the period during which the Group is expected to benefit.
The Group considers the nature of any software as a service utilised by the Group and whether associated
costs incurred meet the criteria for capitalisation as intangible assets. In particular the Group assesses
whether the work conducted includes any configuration or customisation of the suppliers software and then
considers the relevant accounting treatment.
Following initial recognition, the carrying amount of an intangible asset is its cost less accumulated
amortisation and impairment losses. The useful lives of intangible assets are assessed to be either finite or
indefinite. There were no indefinite-lived assets in 2024 or 2023.
Amortisation: Amortisation is charged on assets with finite lives. The amortisation method used reflects the
expected pattern of consumption of future economic benefits and generally amortised on a straight-line
basis, the amortisation periods used are as follows:
• Intangible assets acquired in business combinations – 1.5 to 20 years.
• Intangible assets purchased or internally capitalised – 3 to 20 years.
Impairment: Intangible assets with finite lives are only tested for impairment, either individually or at the
cash-generating unit level, when there is an indicator of impairment.
Derecognition: Intangible assets are derecognised upon disposal, or when no future economic benefits are
expected to arise from the continued use of the asset (retired). Any gain or loss arising on derecognition of
the asset, calculated as the difference between the net disposal proceeds and the carrying value of the
asset, is included in the consolidated income statement when the asset is derecognised.
The measurement of intangible assets other than goodwill in a business combination: on the
acquisition of a business, the identifiable intangible assets may include licences, customer lists and brands.
The fair value of these assets is determined by discounting estimated future net cash flows generated by
the asset because in most cases no active market for the assets exists and therefore no observable value
exists. The use of different assumptions for the expectations of future cash flows and the discount rate
would change the valuation of the intangible assets.
The assessment of costs capitalised as intangible assets to generate future economic benefits:
judgement is applied in assessing whether costs incurred, both internal and external, will generate future
economic benefits. Judgements and estimates are applied in determining the carrying value of the assets,
including assumptions made in respect of the status of the programme each asset relates to. 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 an
adjustment to the carrying value of intangible assets, however any adjustment is not expected to be
material.
Section 3: Operating assets and liabilities continued
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3.3 Intangible assets continued
2024
2023
At 1 January
3.0
175.0
178.0
3.0
194.6
197.6
Additions
1
—
33.5
33.5
—
32.8
32.8
Disposal of businesses
—
—
—
—
(15.7)
(15.7)
Disposals – included in adjusted profit
—
(2.0)
(2.0)
—
(2.0)
(2.0)
Transfer to disposal group assets held-for-sale
2
—
(14.6)
(14.6)
—
(15.3)
(15.3)
Reclassifications to property, plant and equipment
—
0.7
0.7
—
1.2
1.2
Asset retirements
—
(46.2)
(46.2)
—
(20.4)
(20.4)
Exchange movement
0.1
(0.7)
(0.6)
—
(0.2)
(0.2)
At 31 December
3.1
145.7
148.8
3.0
175.0
178.0
At 1 January
2.5
85.5
88.0
2.3
89.3
91.6
Amortisation charged in the year - included in adjusted profit
—
21.6
21.6
—
23.5
23.5
Amortisation charged in the year - excluded from adjusted profit
0.2
—
0.2
0.2
—
0.2
Amortisation charged in the year - included in business exits
—
1.6
1.6
—
5.6
5.6
Impairment – included in adjusted profit
—
0.6
0.6
—
0.9
0.9
Impairment – included in business exits
—
8.5
8.5
—
—
—
Disposal of businesses
—
—
—
—
(7.1)
(7.1)
Disposals – included in adjusted profit
—
(0.3)
(0.3)
—
(1.6)
(1.6)
Transfer to disposal group assets held-for-sale
2
—
(4.2)
(4.2)
—
(5.3)
(5.3)
Reclassifications to property, plant and equipment
—
(0.6)
(0.6)
—
0.6
0.6
Asset retirements
—
(46.2)
(46.2)
—
(20.4)
(20.4)
Exchange movement
0.1
(0.3)
(0.2)
—
—
—
At 31 December
2.8
66.2
69.0
2.5
85.5
88.0
At 1 January
0.5
89.5
90.0
0.7
105.3
106.0
At 31 December
0.3
79.5
79.8
0.5
89.5
90.0
1. Additions comprise £32.3m (2023: £27.6m) of capitalised software development and £1.2m (2023: £5.2m) of purchased software.
2. Transfers to disposal group assets held-for-sale in the year ended 31 December 2024 is in respect of Capita One that was transferred at 30 June 2024 and subsequently sold during the second half of the year. In the year ended 31 December 2023, this includes £9.9m that was transferred
at 30 June 2023 and subsequently sold during the second half of 2023.
Intangible assets capitalised or purchased include capitalised software development (net book value 2024: £74.2m; 2023: £75.6m) and purchased software (net book value 2024: £5.3m; 2023: £13.9m). ‘Impairment -
included in business exits’ of £8.5m arose following the decision taken to exit the mortgage servicing business.
Section 3: Operating assets and liabilities continued
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Notes to the consolidated financial statements continued

3.4 Goodwill
Accounting policies
Following initial recognition, goodwill is stated at cost less any accumulated impairment losses. Goodwill is
reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the
carrying value may be impaired. Goodwill arising on acquisitions prior to 31 December 1997 remains set off
directly against reserves and does not get recycled through the consolidated income statement.
At the acquisition date, any goodwill acquired is allocated to the cash-generating units (CGU) which are
expected to benefit from the combination’s synergies. Impairment is determined by assessing the
recoverable amount of the CGU to which the goodwill relates. Where the recoverable amount of the CGU is
less than the carrying amount, an impairment loss is recognised. Where goodwill forms part of a CGU and
part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is
included in the carrying amount of the operation when determining the gain or loss on disposal of the
operation. Goodwill disposed of in these circumstances is measured on the basis of the relative values of
the operation disposed of and the portion of the CGU retained.
Acquisitions and disposals of non-controlling interests that do not result in a change of control are
accounted for as transactions with owners in their capacity as owners and therefore no goodwill is
recognised as a result of such transactions. The adjustments to non-controlling interests are based on a
proportionate amount of the net assets of the subsidiary. Any difference between the price paid or received
and the amount by which non-controlling interests are adjusted is recognised directly in equity and
attributed to the owners of the Parent company.
Significant accounting estimates and assumptions
Impairment of Contact Centre goodwill: the Group determines whether goodwill is impaired on an annual
basis, or more frequently if required, and this requires an estimation of the recoverable amount of the CGU
to which the intangible assets are allocated utilising an estimation of future cash flows and choosing a
suitable discount rate.
At 1 January
1,074.2
1,423.3
Disposal of businesses
—
(199.6)
Transfer to disposal group assets held-for-sale
1
(72.5)
(149.0)
Adjustment to gross goodwill balances
2
(154.9)
—
Exchange movement
(1.2)
(0.5)
At 31 December
845.6
1,074.2
At 1 January
578.5
817.4
Disposal of businesses
—
(196.4)
Transfer to disposal group assets held-for-sale
1
(25.5)
(84.7)
Impairment – excluded from adjusted profit
75.1
42.2
Adjustment to gross goodwill balances
2
(154.9)
—
At 31 December
473.2
578.5
At 1 January
495.7
605.9
At 31 December
372.4
495.7
1. Transfers to disposal group assets held-for-sale in the year ended 31 December 2024 is in respect of Capita One that was transferred at
30 June 2024 and subsequently sold during the second half of the year. In the year ended 31 December 2023 this includes £49.3m that was
transferred at 30 June 2023 and subsequently sold during the second half of 2023.
2. Adjustment to remove gross cost and accumulated impairment in respect of goodwill that had been fully impaired and subsequently disposed
of in previous years. This has resulted in an adjustment to each balance of £154.9m, with no change to the overall net book value.
Section 3: Operating assets and liabilities continued
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3.4 Goodwill continued
Cash-generating units
In line with the determination in the second half of the year that the Capita Experience division comprises
three operating segments: Contact Centre, Pension Solutions and Regulated Services (refer to notes 2.2
and 2.5), the Group has reviewed the historical assessment of CGUs and the allocation of goodwill.
Reflecting the way management now exercises oversight and monitors the Group’s performance, the Board
concluded that the lowest level at which goodwill is monitored is at the divisional level for Capita Public
Service, and at a sub-divisional level for Capita Experience in line with the aforementioned operating
segments, and goodwill has been reallocated to these groups of CGUs (hereafter referred to as CGU)
accordingly.
Where possible, goodwill was reallocated to the new CGUs by transferring the goodwill balance created on
acquisition of the business to the CGU in which the business now primarily resides under the new
organisational structure. In some cases, it was not possible to clearly determine a single CGU in which the
acquired business now primarily resides, and in these instances the relevant goodwill was allocated to the
CGU that best reflected the original balance. The opening goodwill balance as at 1 January 2024 has been
reallocated to these CGUs for comparable purposes.
Carrying amount of goodwill allocated to CGUs:
286.4
148.6
60.7
—
495.7
Transfer to assets held-for-sale
1
(47.0)
—
—
—
(47.0)
Impairment – excluded from adjusted profit
—
(75.1)
—
—
(75.1)
Exchange movement
—
(1.2)
—
—
(1.2)
At 31 December
239.4
72.3
60.7
—
372.4
1. Transfers to disposal group assets held-for-sale in the year ended 31 December 2024 is in respect of Capita One that was transferred at
30 June 2024 and subsequently sold during the second half of the year.
Business exits
As set out in note 2.8, two businesses, Fera and Capita One, were fully disposed of during the year.
Goodwill balances relating to these businesses were transferred to disposal group assets held-for-sale at
31 December 2023 (Fera) and 30 June 2024 (Capita One), and subsequently derecognised in the year as
part of the relevant business disposal.
Two additional businesses within the Capita Experience division (one within the Contact Centre CGU and
one within the Regulated Services CGU) met the criteria to be treated as business exits at 31 December
2024, however there is no goodwill attributable to either business.
The impairment test
In undertaking the annual impairment review, the directors considered both internal and external sources of
information, and any observable indications that may suggest that the carrying value of goodwill may be
impaired. This included a comparison with the Group’s share price and market capitalisation.
The Group’s impairment test compares the carrying value of each CGU with its recoverable amount. The
recoverable amount of a CGU is the higher of fair value less cost of disposal, and its value in use. As the
Group continues to implement the Group-wide cost reduction programme first announced in November
2023 and referred to in the strategic report and note 2.4, and continues to be committed to evaluating
additional cost savings opportunities, it has been determined that at 31 December 2024, fair value less
costs of disposal will generate the higher recoverable amount.
The valuation of CGUs under fair value less costs of disposal assumes that a third-party acquirer will
undertake a similar plan to derive similar benefits in the business going forward. The enterprise value of
each CGU is dependent on the successful implementation of the cost reduction programme.
Fair value less costs of disposal for each CGU has been estimated using discounted cash flows. The fair
value measurement was categorised as a Level-3 fair value based on the inputs in the valuation technique
used. The costs of disposal have been estimated based on the Groups’ significant disposals in recent
years.
In 2024, the Contact Centre business has seen a reduction in its adjusted revenue
1
, increase in its adjusted
operating loss
1
and reduction in its operating cash flow excluding business exits
1
. These trends reflect the
one-off benefit from the Virgin Media O2 contract transition in the prior year and the impact of prior year
contract losses, both of which were reflected in the financial projections used for impairment testing
purposes previously, and lower than expected volumes in the telecommunications vertical in the second half
of 2024, which are expected to remain subdued during 2025. The profit and cash flow impact of these items
was partially offset by an underlying margin improvement from lower overheads from delivery of the cost
reduction programme.
The Contact Centre business also saw a reduction in bid activity across 2024, and although there has been
a strong start to 2025, the business is expecting a high single-digit revenue reduction in 2025. In addition,
the material contracts secured in 2024 are framework agreements, which enable the customer to both
ramp-up and ramp-down volume, providing both an opportunity but also a risk to the business’s forecast.
Whilst delivery and client sentiment has remained strong across the majority of the portfolio, certain delivery
issues have led to the reduction of volumes on one particular contract.
As detailed in the strategic review, there is a significant opportunity for the Contact Centre business to
improve its margins to be in line with those of its peers, and it is implementing a significant reorganisation,
including delayering internal management structures and a digitisation plan to reduce costs. A key element
of its reorganisation is increasing the use of offshore and nearshore service delivery to meet client needs. In
terms of its digitisation plan, the forecast for the business assumes an increase in the use of its new AI and
generative AI solutions, such as AgentSuite, with significant rollout to clients underway for 2025. There is a
risk with the assumed rollout of these new technology solutions, such as the pace of technological change,
which brings increased uncertainty in delivery, and therefore a risk to the business’s forecast.
To reflect these risks from the perspective of a market participant perspective, and taking account of the
historical performance of the business and inherent uncertainty in forecasting, for the purposes of the
impairment test, the business plan cash flow projections have been risk adjusted in the Contact Centre
CGU from 2025 onwards. At 31 December 2024, a goodwill impairment of £75.1m was recognised in
respect of the Contact Centre CGU.
At 31 December 2024, the estimated recoverable amount of the Contact Centre CGU (calculated net of
lease liabilities attributable to the CGU) was £25.3m. The estimated recoverable amount of the other CGUs
exceeded their respective carrying value. The key inputs to the calculations are described below, including
changes in market conditions.
1. Refer to alternative performance measures in section 8.2 to the financial statements.
Section 3: Operating assets and liabilities continued
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Notes to the consolidated financial statements continued

3.4 Goodwill continued
Forecast cash flows
The cash flow projections prepared for the impairment test are derived from the 2025-2027 business plan
approved by the Board, which are prepared on a nominal basis. Key assumptions in the business plan
include the delivery of planned revenue growth and the benefits that the cost reduction programme is
anticipated to deliver. As noted above, for the purposes of the impairment test, the business plan cash flow
projections have been risk adjusted in the Contact Centre CGU from 2025 onwards.
The going concern severe but plausible downside scenarios have taken account of the potential adverse
financial impacts resulting from the following risks, which include the key assumptions noted above:
• revenue growth falling materially short of plan;
• operating margin expansion not being achieved;
• targeted cost savings delayed or not delivered;
• unforeseen operational issues leading to contract losses and cash outflows; and
• unexpected financial costs linked to incidents such as data breaches and/or cyber-attacks.
As such, the below sensitivity analysis includes assessing the impact of these crystallising on the
impairment test performed.
Forecast cash flows have been adjusted for movements in deferred income and contract fulfilment assets.
An adjustment has also been made to the 2025 cash flows to reflect the assumed build-up in working
capital to reach a normalised working capital position for each CGU.
Allocation of central function costs
The Board has considered an appropriate methodology to apply when allocating central function costs. The
methodology applied for the 2024 impairment test was aligned to that applied in reporting segmental
performance (refer to note 2.5). The remaining Group related costs of Capita plc, which have not been
allocated as part of segmental reporting, are allocated to CGUs for impairment testing purposes based on
2025 forecast earnings before interest, tax, depreciation and amortisation (EBITDA).
Long-term growth rate
The long-term growth rate is based on economic growth forecasts by recognised bodies and this has been
applied to forecast cash flows for years four and five (2028 and 2029) and for the terminal period. The 2024
long-term growth rate is 1.6% (2023: 1.7%).
Discount rates
Management estimates discount rates using nominal pre-tax rates of comparator companies for each CGU.
The discount rates reflect the latest market assumptions for the risk-free rate, the equity risk premium and
the net cost of debt, and which are all based on publicly available external sources.
The table below presents the pre-tax discount rates applied to the cash flows for 2024 and 2023. The 2023
rates for the new Capita Experience CGUs are those that were used for the aggregated Capita Experience
group of CGUs at 31 December 2023, and have not been re-estimated for the disaggregated CGUs.
2024
10.5 %
11.2 %
10.6 %
2023
11.0 %
9 . 2 %
9 . 2 %
Sensitivity analysis
The impairment testing as described is reliant on the reliability of management’s forecasts and the
assumptions that underlie them; and on the selection of the discount and growth rates to be applied. To
gauge the sensitivity of the result to a change in any one, or combination of the assumptions that underlie
the model, a number of scenarios were developed to identify the range of reasonably possible alternatives
and measure which CGUs are the most susceptible to an impairment should the assumptions used be
varied. The most material sensitivities to the cash flow forecasts are the risk of not delivering the planned
revenue growth and efficiency savings from the Group's cost reduction programme.
The table below shows the additional impairment required (with all other variables being equal) through: an
increase in discount rate of 1%, or a decrease of 1% in the long-term growth rate (for the terminal period)
for the Group in total and each of the CGUs; or, through the severe but plausible downsides applied to the
base-case projections for assessing going concern and viability, without mitigations, for 2025 to 2027, and
the long-term growth rate (1.6%) applied to the 2027 downside cash flows to generate projected cash flows
for 2028, 2029, and the terminal period. We have also considered the impact of all the scenarios together,
which is also a reasonable possible alternative.
£m
£m
£m
£m
—
—
—
Contact Centre
(23.2)
(17.4)
(18.1)
(55.1)
Pension Solutions
—
—
—
—
Total
(23.2)
(17.4)
(18.1)
(55.1)
Comparison to share price and market capitalisation
The company’s market capitalisation indicates an enterprise value that continues to be significantly less
than the Group’s sum-of-the-parts CGU valuation based upon the model prepared for impairment testing
purposes at 31 December 2024. The directors gave consideration as to why this might be the case and the
reasonableness of the assumptions used in the impairment model, and whether these points could indicate
additional indicators of impairment in respect of the Group’s goodwill balances.
The factors considered included: the differing basis of valuations (including that third parties value the
services sector on income statement multiples versus long-term view using a discounted cash flow for the
basis of impairment testing under accounting standards), sum-of-the-parts view and the multiples achieved
on recent disposals, general market assumptions of the sector which can ignore the liquidity profile and
specific risks of an entity, and other specific items impacting the market’s view of the Group at the moment,
including the on-going cost reduction programme.
Taking these points into consideration, the Board is comfortable that there is no further impairment in
respect of goodwill to be recognised at 31 December 2024, despite the continuing low market capitalisation
of the Group.
Section 3: Operating assets and liabilities continued
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3.5 Right-of-use assets
Accounting policies
At the inception of the lease, the Group recognises a right-of-use asset at cost, which comprises the present
value of minimum future lease payments determined at the inception of the lease. Right-of-use assets are
depreciated using the straight-line method over the shorter of estimated life or the lease term. Amendments
to lease terms resulting in a change in payments or the length of the lease results in an adjustment to the
right-of-use asset and corresponding lease liability. Right-of-use assets are reviewed for impairment when
events or changes in circumstances indicate the carrying value may not be fully recoverable.
Right-of-use assets exclude leases with low values and terms of twelve months or less. These leases are
expensed to the consolidated income statement when incurred.
As detailed in note 2.4, during 2024 a charge of £27.9m (2023: £54.4m) was recognised for the costs to
deliver the cost reduction programme. This includes a property related credit of £2.6m reflecting the
successful exit of a number of properties which had been provided for in the previous year. The 2023
property related charge was £31.1m including impairments of £13.1m. These amounts have been excluded
from adjusted profit.
Other movements include amendments to existing leases.
At 1 January 2023
237.0
10.6
1.9
249.5
Addition of new leases
12.9
1.8
2.5
17.2
Depreciation charged - included in adjusted profit
(40.3)
(5.9)
(1.9)
(48.1)
Depreciation charged - included in business exits
(0.2)
—
—
(0.2)
Impairment - included in adjusted profit
(2.4)
—
—
(2.4)
Impairment - excluded from adjusted profit
(13.1)
—
—
(13.1)
Impairment - included in business exit
(0.2)
—
—
(0.2)
Transfer to disposal group assets held-for-sale
(1.0)
—
—
(1.0)
Disposal of businesses
(0.2)
—
—
(0.2)
Disposals - included in adjusted profit
(0.2)
(0.7)
(0.7)
(1.6)
Exchange movement
(1.9)
—
—
(1.9)
Other movements
9.7
0.1
0.7
10.5
At 31 December 2023
200.1
5.9
2.5
208.5
Addition of new leases
27.6
5.8
1.2
34.6
Depreciation charged - included in adjusted profit
(36.4)
(4.2)
(1.6)
(42.2)
Depreciation charged - included in business exits
(0.1)
—
—
(0.1)
Impairment - excluded from adjusted profit
(0.2)
—
—
(0.2)
Transfer to lease receivable
1
(31.3)
—
—
(31.3)
Disposals - included in adjusted profit
(5.5)
(0.7)
—
(6.2)
Exchange movement
(0.6)
—
—
(0.6)
Other movements
18.2
0.1
(0.1)
18.2
At 31 December 2024
171.8
6.9
2.0
180.7
1. Transfers to lease receivable in the year ended 31 December 2024 comprises £31.3m that was transferred at 17 January 2024 on the
disposal of Fera.
Section 3: Operating assets and liabilities continued
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Notes to the consolidated financial statements continued

3.6 Provisions
Accounting policies
Provisions are recognised when the Group 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 consolidated 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. See note 6.2.
On an ongoing basis, management monitor provisions and their accurate estimation when compared to final
outcomes.
Denotes significant accounting estimates and assumptions
As detailed in note 2.1, in respect of onerous customer contract provisions, due to the level of uncertainty,
combination of variables and timing across numerous contracts, it is not practical to provide a quantitative
analysis of the aggregated estimates and assumptions that are applied, and management do not believe
that disclosing a potential range of outcomes on a consolidated basis would provide meaningful information
to a user of the financial statements. Due to commercial sensitivities, the Group does not specifically
disclose the amounts involved in any individual contract.
Provisions
The movements in provisions during the year are as follows:
At 1 January
29.5
7.8
41.4
7.8
58.5
5.2
150.2
Reclassification between
categories
—
—
—
—
0.2
(0.2)
—
Provisions in the year
19.7
7.0
5.6
7.4
28.4
4.6
72.7
Releases in the year
(5.0)
(1.8)
(11.4)
(1.9)
(6.4)
(2.9)
(29.4)
Utilisation
(34.9)
(6.6)
(5.4)
(6.9)
(19.0)
(1.7)
(74.5)
Unwinding of discount and
changes in the discount rate
—
—
—
—
0.4
—
0.4
Exchange movement
(0.2)
—
—
—
0.1
—
(0.1)
At 31 December
9.1
6.4
30.2
6.4
62.2
5.0
119.3
Current
81.4
101.6
Non-current
37.9
48.6
Cost reduction provision: The provision represents the cost of reducing headcount where communication
to affected employees has crystallised a valid expectation that roles are at risk and it is likely to unwind over
the next twelve months. Additionally, it relates to unavoidable running costs of leasehold properties (such as
insurance and security) and dilapidation provisions, where properties are exited as a result of the cost
reduction programme. These provisions are likely to unwind over periods of up to four years. Refer to note
2.4 for further details on the cost reduction programme.
Business exit provision: The provision relates to the cost of exiting businesses through disposal or
closure and the costs of separating the businesses being disposed. These are likely to unwind over a period
of one to four years.
Claims and litigation provision: The Group is exposed to claims and litigation proceedings arising in the
ordinary course of business. These matters are reassessed regularly and where obligations are probable
and estimable, provisions are made representing the Group’s best estimate of the expenditure to be
incurred. Due to the nature of these claims, the Group cannot give an estimate of the period over which this
provision will unwind.
Section 3: Operating assets and liabilities continued
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3.6 Provisions continued
Property provision: The provision relates to unavoidable running costs, such as insurance and security, of
leasehold property where the space is vacant or currently not planned to be used, and dilapidation costs, for
ongoing operations, and not the cost reduction programme detailed in note 2.4 (where such costs are
included in the cost reduction provision). The expectation is that this expenditure will be incurred over the
remaining periods of the leases which vary up to 22 years.
Customer contract provision: The provision includes onerous contract provisions in respect of customer
contracts where the costs of fulfilling a contract (both incremental and costs directly related to contract
activities) exceeds the economic benefits expected to be received under the contract, claims/obligations
associated with missed milestones in contractual obligations, and other potential exposures related to
contracts with customers. Customer contract life-time reviews are used to determine the value of an
onerous contract provision. The life-time contract review reflects the forecast of the best estimate of external
revenues and costs over the remaining contract term. These provisions are forecast to unwind over periods
of up to five years.
The customer contract provision includes £43.9m (2023: £40.5m) in respect of contracts in the closed book
Life & Pensions business, which the Group is seeking to exit, in the Regulated Services business in Capita
Experience. The closed books and contractual dynamics have led to onerous conditions to service certain
of these contracts. Management has been required to assess the likely length of these contracts, given the
pattern and experience of contract terminations while also recognising the evergreen clauses (which
potentially allow the customer to extend the contracts indefinitely until the run-off of the underlying life and
pension books is complete). Accordingly, the Group has, as in prior years, provided for the onerous contract
conditions based on the best estimate of the remaining contract terms and the period until the final
handover of services. At 31 December 2024, £35.4m of the provision, which is in respect of contracts with
the one remaining customer where an earlier exit is not yet highly probable, was increased to provide cover
for the contracts to extend out to December 2029 (ie a five year rolling period), reflecting the current best
estimate of the remaining term and likely costs to continue service delivery. The remaining £8.5m of the
provision relates to a contract where the earlier exit is highly probable at 31 December 2024, and comprises
an onerous contract provision for the remaining term and likely costs to continue service delivery, and a
provision to cover the cost to exit the contract and handover these services.
Other provisions: Relates to provisions in respect of other exposures arising as a result of the nature of
some of the operations that the Group provides, including supplier audit and regulatory provisions, and for
which an outflow of economic benefits is deemed probable. These are likely to unwind over periods of up to
five years.
Section 3: Operating assets and liabilities continued
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Notes to the consolidated financial statements continued

This section outlines the Group’s capital structure and
financing costs. The Group defines its capital structure as
its cash and cash equivalents, interest bearing loans and
borrowings and equity. The Group aims to manage its
capital structure to safeguard the Group’s ability to
continue as a going concern, so that it can continue to
provide returns to shareholders and benefits for other
stakeholders. The Group manages its capital structure to
maintain a sustainable mix of debt and equity that ensures
that the Group can pursue its strategy. The Group makes
adjustments to its capital structure in light of changes in
economic conditions and strategic operational
requirements. To maintain or adjust the capital structure,
the Group may return capital to shareholders through
dividends and share buy backs, sell assets, raise additional
equity, or arrange additional debt facilities.
4.1 Net debt, capital and capital management
4.2 Financial risk
4.3 Net finance costs
4.4 Leases
4.5 Financial instruments and the fair value hierarchy
4.6 Issued share capital
4.7 Group composition and non-controlling interests
Denotes accounting policies
Denotes significant accounting judgements
Denotes significant accounting estimates and
assumptions
Key highlights
Net financial debt to adjusted EBITDA
1
(both pre-IFRS 16)
Aim: Maintain the ratio of net financial debt to adjusted EBITDA
1
(both pre-IFRS16) at ≤1.0x times over the medium term
0.5x
(2023: 1.2x)
Available liquidity
1
£397.2m
(2023: £282.3m)
1. Details of all alternative performance measures and related key performance indicators
(KPIs) can be found in section 8.2.
Capital strategy
The Group’s capital strategy is to build a strong and flexible balance
sheet, which supports the Group’s strategic objectives and the
investment needed to support the business.
The Board aims to maintain the ratio of net financial debt to adjusted
EBITDA, on a pre-IFRS16 basis at ≤1.0x times over the medium term.
Liquidity
Available liquidity
1
at 31December 2024 was £397.2m (2023:
£282.3m) and during 2024 net financial debt (pre-IFRS 16) reduced by
£115.6m from £182.1m to £66.5m.
The Group has a £250m revolving credit facility (RCF) maturing 31
December 2026. The RCF was undrawn as at 31December 2024.
The RCF includes a sustainability component that can adjust the
margin by up to five basis points conditional upon achieving agreed
Environmental, Social and Governance (ESG) key performance
indicators (KPIs). These KPIs are:
1. Scope1, Scope2 (market based), and Scope3 (business travel)
absolute emissions reduction.
2. Employee engagement index.
3. Gender diversity at senior management level.
Additionally, US dollar and British pound sterling private placement
loan notes of USD74.3m and £7.4m respectively were repaid at
maturity on 22January 2025, as per their contractual values. Net of
swaps the repayments were £53.6m.
In March 2025, the Group issued £94.2m equivalent of US private
placement loan notes across three tranches: £50m maturing 24 April
2028, USD13m maturing 24 April 2028 and USD43m maturing 24 April
2030, with an average interest rate of 7.4%. The notes rank pari passu
with the existing indebtedness of the Group and include financial
covenants at the same level as those under the revolving credit facility
and existing US private placement loan notes. Additionally, the
placement requires the Group to refinance or extend the Group’s
revolving credit facility, which matures on 31 December 2026, by 31
December 2025.
Net finance costs
Net finance costs decreased by £5.9m to £46.3m (2023: £52.2m)
primarily attributable to reduced debt levels following proceeds
received for business exits in the year.
Section 4: Capital structure and financing costs
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4.1 Net debt, capital and capital management
4.1.1 Net debt and capital
The components of the Group’s net debt and undrawn available liquidity are summarised below.
Cash and cash equivalents
4.5.4
(253.6)
(162.6)
(91.0)
Overdraft
4.5.4
62.2
95.0
(32.8)
Lease liabilities
4.4.1
348.7
363.4
(14.7)
Private placement loan notes
1
4.5.2
269.3
262.5
6.8
Other finance
4.5.2
0.1
0.1
—
Cross currency interest rate swaps
4.5.2
(12.2)
(13.6)
1.4
Deferred consideration
4.5.2
0.7
0.7
—
Net debt
415.2
545.5
(130.3)
Undrawn available financing facilities
4.5.2b
250.0
260.7
(10.7)
Capital
665.2
806.2
(141.0)
1. Private loan notes include US dollar and British pound sterling private placement loan notes.
A reconciliation of net debt shown above to cash flow can be found in note 2.9.3.
The overdrafts are part of a notional cash pooling arrangements in which the balances are fully offset by
cash balances within the same arrangements.
4.1.2 Capital management
Capital management forms an important component of Board meetings, including reviews of forecast
gearing, key covenant tests, and the mix of funding sources, thereby ensuring sustainability and flexibility.
Shareholder returns are reviewed in accordance with the Group’s generation of sustainable free cash flow.
The Group’s capital management process ensures that it meets the financial covenants of its borrowing
arrangements. There are two separate sets of covenant tests underlying the Group’s financial instruments
with the key difference being the treatment of IFRS 16. Under the test for the bank facilities and US private
placement loan notes these covenants are based on maintaining minimum ratios associated with adjusted
net debt to adjusted EBITDA and annualised interest cover. There have been no breaches in the financial
covenants of any loans or borrowings during the reporting period.
The committed RCF provides the liquidity needed to cover the cash fluctuations of the business cycle,
allowing a buffer for contingencies.
Capita plc supports the obligations of its various regulated financial services businesses. The board of each
regulated firm is responsible for ensuring it has embedded capital management frameworks that ensure the
availability of adequate financial resources at all times, and all of them complied with all externally imposed
financial services regulatory capital requirements applicable to them.
In the UK, to provide working capital funding at an economically favourable rate versus the RCF, the Group
uses a non-recourse trade receivables financing facility. The value of invoices sold under this arrangement
at 31 December 2024 was £14.5m (2023: £23.7m). Further, in Germany the Group uses a non-recourse
trade receivable financing arrangement for a specific customer contract, and the value of invoices sold
under that arrangement at 31 December 2024 was £8.9m (2023: £11.5m). In addition, the Group
implemented a new credit card facility in 2024, the outstanding balance of which was £5.2m at
31 December 2024.
4.2 Financial risk
Financial risk management objectives and policies
The Group’s Board of directors has overall responsibility for the establishment and oversight of the Group’s
risk management framework, which is outlined on pages 68 to 74 of the strategic report. The Group’s
principal financial instruments comprise cash, bank loans, private placement loan notes, lease assets and
liabilities, and derivatives. The purpose of these is to fund and provide liquidity for the Group’s operations
and to manage its financial risks. The Group has various other financial instruments including trade
receivables and trade payables arising from its operations.
Derivatives comprise cross-currency interest rate swaps, and forward foreign currency contracts executed
with its relationship banks, all of which have investment grade credit ratings. The derivatives’ purpose is to
manage interest rate and currency risks arising from the Group’s operations and its sources of finance. It is
the Group’s policy that no speculative trading in financial instruments is undertaken.
The main risks arising from the Group’s financial instruments are liquidity risk, foreign currency risk, interest
rate risk, and credit risk. The Board periodically reviews and agrees policies for managing these risks, which
are summarised below.
Section 4: Capital structure and financing costs continued
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Notes to the consolidated financial statements continued

4.2 Financial risk continued
4.2.1 Liquidity risk
The Group monitors the risk of a liquidity shortage through its business plan and liquidity cycle forecasts
and analysis, taking into consideration the maturity of the Group’s financial instruments, projected cash
flows from operations and an allowance for contingencies.
The Group’s policy is to hold cash and undrawn committed facilities at a level sufficient to fund the Group’s
operations and its medium-term plans. Multiple sources of funding are used to maintain a balance between
continuity of funding and flexibility without placing reliance on sources that are not contractually committed.
The Group’s committed bank facilities provide liquidity for the cash fluctuations of the business cycle and an
allowance for contingencies. The Group has a £250m revolving credit facility (RCF) maturing 31 December
2026.
The RCF was undrawn at 31 December 2024 (2023: undrawn).
The Group’s core funding is provided by private placement loan notes, and to mitigate the risk of needing to
refinance in challenging conditions, these have been arranged with a spread of maturities to July 2028.
The bank facilities and private placement loan notes all include provisions that would require repayment in
the event of a change of control, and also contain cross default provisions, which are typical of these
arrangements.
The tables below summarise the maturity profile of the Group’s financial liabilities based on contractual
undiscounted cash flows. All balances are stated based on the prevailing foreign exchange rates and the
contractual interest rates at the balance sheet date.
Overdraft*
62.2
—
—
—
—
—
62.2
notes
89.0
119.9
45.7
18.4
—
—
273.0
Interest on loan notes
13.4
11.8
2.4
4.5
—
—
32.1
Lease liabilities
63.3
52.5
45.9
40.6
35.1
249.1
486.5
Deferred consideration
—
0.7
—
—
—
—
0.7
interest rate swaps
1.1
1.1
—
—
—
—
2.2
currency swaps
5.0
5.0
1.7
1.7
—
—
13.4
Interest rate swaps
1.7
—
—
—
—
—
1.7
instruments
0.1
—
—
—
—
—
0.1
235.8
191.0
95.7
65.2
35.1
249.1
871.9
* The Group has a notional cash pool under which the bank may net cash balances with overdrafts held by other Group companies in the
arrangements. The overdraft balances shown are fully offset by credit balances in the same arrangement.
Overdraft*
95.0
—
—
—
—
—
95.0
notes
—
88.0
119.1
45.3
18.1
—
270.5
Interest on loan notes
15.0
13.3
11.7
2.3
1.5
—
43.8
Lease liabilities
71.3
55.0
42.9
35.8
30.9
276.1
512.0
Deferred consideration
—
—
0.7
—
—
—
0.7
Put options of non-
controlling interests
8.5
—
—
—
—
—
8.5
interest rate swaps
1.2
1.2
1.2
—
—
—
3.6
currency swaps
5.0
5.0
5.0
1.7
1.7
—
18.4
Interest rate swaps
1.7
1.7
—
—
—
—
3.4
instruments
0.1
—
—
—
—
—
0.1
197.8
164.2
180.6
85.1
52.2
276.1
956.0
Section 4: Capital structure and financing costs continued
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4.2 Financial risk continued
4.2.2 Foreign currency risk
The Group is not generally exposed to significant foreign currency transaction risk with two exceptions.
Firstly, services are provided by the Group’s operations in India, South Africa and Poland and incurred in
Indian rupee (INR), South African rand (ZAR) and Polish zloty (PLN), respectively. The Group seeks to
mitigate the short term effect of this exposure by entering into forward foreign exchange contracts to fix the
British pounds sterling (GBP) cost of highly probable transactions.
At 31 December 2024, the Group held forward foreign exchange contracts against forecast internal monthly
INR, ZAR and PLN costs expected in the periods up to and including June 2025, August 2028, and
December 2026 respectively. These forecast costs have been determined on the basis of the underlying
cash flows associated with the delivery of services under executed customer contracts.
Secondly, the Group holds foreign exchange forwards against committed costs relating to the purchase of
cloud software services in US dollars (USD) in the periods up to and including October 2028.
To maximise hedge effectiveness, forward foreign exchange contracts are executed with terms matching
the underlying cash flows.
The following table demonstrates the sensitivity of the Group’s profit before tax and equity to a 5%
strengthening/(weakening) in INR, ZAR, PLN, and USD exchange rates, assuming all other variables are
unchanged, that would arise from the resulting changes in the fair value of the Group’s forward exchange
contracts.
2024
2023
USD
1.3
0.6
0.6
4.8
INR
—
1.3
—
3.4
ZAR
—
1.3
0.5
3.8
PLN
—
0.3
—
0.2
4.2.3 Interest rate risk
The Group manages its interest rate exposure, which arises from the Group’s private placement loan notes,
cash, deposits and RCF drawings at variable interest rates through cross-currency interest rate swaps and
interest rate swaps. The cross currency interest rate swaps are designated in a mix of fair value and cash
flow hedges against the fair value changes of the private placement loan notes and variability in future cash
flows.
The net level of floating rate interest exposure is managed to arrive at an acceptable overall interest rate
risk profile. The interest rate profile of the Group’s interest-bearing financial instruments was as follows:
loan notes
75.9
118.4
40.9
17.5
—
—
252.7
Cash in hand
(253.6)
—
—
—
—
—
(253.6)
Overdraft
62.2
—
—
—
—
—
62.2
loan notes
—
75.9
119.4
40.9
18.1
—
254.3
Cash in hand
(162.6)
—
—
—
—
—
(162.6)
Overdraft
95.0
—
—
—
—
—
95.0
A sensitivity analysis to changes in interest rates shows that a 0.5% increase or decrease in interest rates,
assuming all other variables are held constant, results in a £nil (2023: £nil) increase or decrease to profit
before tax, and no impact on the Group’s equity.
Section 4: Capital structure and financing costs continued
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Notes to the consolidated financial statements continued

4.2 Financial risk continued
4.2.4 Hedges
Fair value hedges
The Group’s fixed rate USD and GBP private placement loan notes are hedged through a combination of
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 £1.4m (2023: £11.1m loss) was equal to the 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 £0.5m debit (2023:
£1.0m credit) to the consolidated income statement, shown in net finance costs, note 4.3.
The impact of the hedged item and the related financial derivatives on the consolidated balance sheet at
31 December 2024 is as follows:
46.2
15.5
13.0
(0.8)
Private placement loan notes
269.3
12.2
Financial liabilities
1.4
Cash flow hedges
The Group holds the following foreign exchange contracts to manage various exposures across its business
operations:
• non-deliverable forward foreign exchange contracts (NDFs), that are designated as hedges of the highly
probable transactions in INR of the Group’s Indian operations. The terms of the NDFs match the terms of
these commitments.
• foreign exchange forward contracts against committed costs relating to the purchase of cloud software
services in USD for the periods up to and including October 2028.
• foreign exchange forward contracts against committed costs to manage foreign exchange exposure on
services provided by the operations in South Africa, incurred in ZAR, and Poland incurred in PLN.
Additionally, during 2024 the Group executed currency and interest rate swaps to mitigate its foreign
exchange and interest rate exposure on the private placement loan notes.
risk
102.3
28.8
1.8
—
liabilities
6.8
rate risk
32.6
46.2
0.2
(0.3)
liabilities
0.6
risk
51.9
—
2.7
—
liabilities
3.9
186.8
75.0
4.7
(0.3)
11.3
The fair value of cash flow hedging instruments held at 31 December 2024 is shown in note 4.5.2.
Section 4: Capital structure and financing costs continued
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4.2 Financial risk continued
4.2.4 Hedges continued
The cash flow hedges have been assessed to be highly effective. The cash flow hedging reserve comprises
the effective portion of the cumulative net change in the fair value of the hedging instruments. The following
table provides an analysis of components of equity resulting from cash flow hedge accounting:
(3.8)
4.1
Change in fair value recognised in the consolidated statement of other
comprehensive income
9.9
(8.5)
4.2.5 Credit risk
The carrying values of the Group’s financial assets and contract assets represent its maximum credit
exposure.
The mark-to-market movement on derivatives includes the extent to which the fair value of these
instruments has been affected by the perceived change in the creditworthiness of the counterparties (ie the
expected credit losses) to those instruments and that of the Group itself (own credit risk). The Group is
comfortable that the risk attached to those counterparties is not significant and believes that the swaps
continue to act as an effective hedge against the movements in the fair value of the Group’s private
placement loan notes.
4.3 Net finance costs
The table below shows the composition of net finance costs, including those excluded from adjusted profit:
Interest on finance lease assets
(5.6)
(4.1)
Net interest income on defined benefit pension schemes
5.2
(2.1)
(2.7)
Total finance income
(10.0)
Private placement loan notes
1
20.0
16.3
Bank loans and overdrafts
8.5
14.1
Cost of non-recourse trade receivables financing
3.1.1
3.4
3.7
Interest on finance lease liabilities
22.4
22.3
Discount unwind on provisions
1.6
2.3
Total interest expense
55.9
Interest on finance lease liabilities
0.3
in mark-to-market value
(0.4)
3.2
Fair value hedge ineffectiveness
2
4.2.4
0.5
(1.0)
Total finance costs excluded from adjusted profit
0.4
Total finance costs
56.3
60.9
Net finance costs included in adjusted profit
45.9
50.0
Total net finance costs
46.3
52.2
1. Private placement loan notes comprise US dollar and British pound sterling private placement loan notes, and the euro fixed rate bearer
notes which were repaid during 2023.
2. Fair value hedge ineffectiveness arises from changes in currency basis, and the movement in a provision for counterparty risk associated
with the swaps.
Section 4: Capital structure and financing costs continued
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Notes to the consolidated financial statements continued

4.4 Leases
Accounting policies
The Group leases various assets, comprising land and buildings, equipment and motor vehicles.
The determination whether an arrangement is, or contains, a lease is based on whether the contract
conveys a right to control the use of an identified asset for a period of time in exchange for consideration.
The following sets out the Group’s lease accounting policy for all leases with the exception of leases with
low value and term of twelve months or less which are expensed to the consolidated income statement.
The Group as a lessee – Right-of-use assets and lease liabilities
The accounting policy for right-of-use assets is included in note 3.5.
The Group recognises lease liabilities where a lease contract exists and right-of-use assets representing the
right to use the underlying leased assets.
At the commencement of a lease, the Group recognises the lease liability measured at the present value of
the lease payments to be made over the lease term.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the
lease commencement date because the interest rate implicit in the lease is not readily determinable. After
the commencement date, the amount of the lease liability is increased to reflect the accretion of interest and
reduced for the lease payments made. The incremental borrowing rate is the rate of interest that the Group
would have to pay to borrow, over a similar term and with a similar security, the funds necessary to obtain
an asset of a similar value to the right-of-use asset in a similar economic environment. Incremental
borrowing rates are determined monthly and depend on the term, country, currency and commencement
date of the lease. The incremental borrowing rate is determined based on a series of inputs including: the
risk-free rate based on swap market data; a country-specific risk adjustment; a credit risk adjustment; and
an entity-specific adjustment where the entity risk profile is different to that of the Group.
The lease liability is subsequently remeasured (with a corresponding adjustment to the related right-of-use
asset) when there is a change in future lease payments due to a renegotiation or market rent review, a
change of an index or rate or a reassessment of the lease term.
Lease payments are apportioned between a finance charge and a reduction of the lease liability based on
the constant interest rate applied to the remaining balance of the liability. Interest expense is included within
net finance costs in the consolidated income statement.
Lease payments comprise fixed payments, including in-substance fixed payments such as service charges
and variable lease payments that depend on an index or a rate, initially measured using the minimum index
or rate at inception date. The payments also include any lease incentives and any penalty payments for
terminating the lease, if the lease term reflects the lessee exercising that option.
The lease term determined comprises the non-cancellable period of the lease contract. Periods covered by
an option to extend the lease are included if the Group has reasonable certainty that the option will be
exercised, and periods covered by an option to terminate are included if it is reasonably certain that this will
not be exercised.
The Group has elected to apply the practical expedient in IFRS 16 Leases paragraph 15 not to separate
non-lease components such as service charges from lease rental charges.
The Group as a lessor
When the Group acts as a lessor, it determines at lease commencement whether the lease is a finance
lease or an operating lease.
To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee
all of the risks and rewards of ownership in relation to the underlying asset. If this is the case, then the lease
is a finance lease. If not, then it is an operating lease.
The Group acts as an intermediate lessor of property assets and equipment. When the Group is an
intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses
whether the sub-lease is a finance or operating lease in the context of the right-of-use asset arising from the
head lease.
In instances where the Group is the intermediate lessor and the sub-lease is classified as a finance lease,
the Group recognises a net investment in sub-leases for amounts recoverable from the sub-lessees while
derecognising the respective portion of the right-of-use asset. The lease liability is retained on the balance
sheet. The net investment in sub-leases is classified as current or non-current finance assets in the
consolidated balance sheet according to whether or not the amounts will be recovered within twelve months
of the balance sheet date. Finance income recognised in respect of net investment in sub-leases is
presented within net finance costs in the consolidated income statement and the capital element of lease
rental received is presented within investing activities in the consolidated cash flow statement.
The Group recognises lease payments received under operating leases as income on a straight-line basis
over the lease term. The Group accounts for finance leases as finance lease receivables, using an
incremental borrowing rate where the interest rate implicit in sub-lease is not easily determinable.
Section 4: Capital structure and financing costs continued
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4.4 Leases continued
4.4.1 The Group as a lessee
Lease liabilities
348.7
363.4
The lease liability includes £12.0m (2023: £7.3m) of future lease payments (undiscounted) for leases with
termination options that could be exercised but are recognised at full term. The potential future cash
outflows of £7.2m (2023: £10.5m) (undiscounted) have not been included in the lease liability because the
Group is reasonably certain that the leases will not be extended. The total cash outflow for leases was
£76.3m (2023: £81.4m) consisting of interest paid of £22.7m (2023: £22.3m) and capital element of £53.6m
(2023: £59.1m).
Right-of-use assets are disclosed in note 3.5, the maturity analysis of lease liabilities is included in
note 4.2.1 and interest expense in note 4.3.
4.4.2 The Group as a lessor
Lease receivables
95.7
70.3
The maturity analysis of lease receivables, including the undiscounted lease payments to be received, is as
follows:
Within 1 year
9.5
9.9
Between 1-2 years
10.0
8.2
Between 2-3 years
6.4
7.7
Between 3-4 years
6.4
4.0
Between 4-5 years
10.1
4.0
More than 5 years
107.5
65.5
Total undiscounted lease payments receivable
149.9
99.3
Unearned finance income
(54.2)
(29.0)
Net investment in lease receivables
95.7
70.3
At 1 January
70.3
76.3
Payments received
(11.5)
(10.1)
Interest accrued (see note 4.3)
5.6
4.1
Transfers from right-of-use assets
1
(see note 3.5)
31.3
—
At 31 December
95.7
70.3
1. Transfers from right-of-use assets in the year ended 31 December 2024 comprises £31.3m that was transferred at 17 January 2024 on the
disposal of Fera.
The expenses related to short-term leases, leases of low-value assets and income from sub-leases are
immaterial and therefore there is no separate disclosure.
During 2020, the Group sublet a leased property. The sub-lease includes an option for the lessee to
terminate the lease earlier than the Group’s lease with its landlord. Management assessed it was
reasonably certain that the break clause will not be exercised and, accordingly, determined that the sub-
lease is a finance lease. This resulted in the recognition of a finance lease receivable. This judgement was
based on a number of factors as prescribed within IFRS 16 such as incentive to lessee, importance of the
location to the lessee’s operations, shorter non-cancellable period of the lease, and the lessee’s
modifications to, and customisation of, the property. At 31 December 2024, the lease receivable was
£62.7m and is included in the balance above.
Section 4: Capital structure and financing costs continued
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Notes to the consolidated financial statements continued

4.5 Financial instruments and the fair value hierarchy
Accounting policies
Financial instruments – classification of financial instruments
The Group 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 Group’s business model for managing the financial assets and the
contractual terms of the cash flows.
Financial instruments – initial recognition
At initial recognition, the Group measures a financial instrument at its fair value plus, in the case of a
financial instrument not at FVPL, transaction costs that are directly attributable to the acquisition of the
financial instrument. Transaction costs of financial instruments carried at FVPL are expensed in the
consolidated 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 (ie the date the Group
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
Group 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 Group’s business model for managing the instrument and the
cash flow characteristics of the debt instrument. There are three measurement categories into which the
Group classifies its debt instruments:
• Amortised cost: instruments that are held for collection/payment of contractual cash flows are measured
at amortised cost where those cash flows represent solely payments of principal and interest. Interest
income/expense from these financial instruments is included in net finance costs 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 consolidated
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 consolidated income statement.
When the financial instrument is derecognised, the cumulative gain/loss previously recognised in OCI is
reclassified to the consolidated 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 consolidated income
statement and presented within net finance costs.
The Group reclassifies debt instruments when, and only when, its business model for managing those
instruments changes.
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 consolidated 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 consolidated income statement following the derecognition of the investment. Dividends from such
investments continue to be recognised in the consolidated income statement as other income when the
Group’s right to receive payment is established.
Impairment
The Group 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.
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 consolidated 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 consolidated 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.
4.5.1 Fair value hierarchy
The Group’s financial assets and liabilities are classified based on the following fair value hierarchy:
• Level-1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
• Level-2: other techniques for which inputs that have a significant effect on the recorded fair value are
based on observable (directly or indirectly) market data. With the exception of current financial
instruments (which have a short maturity), the fair value of the Group’s level-2 financial instruments were
calculated by discounting the expected future cash flows at prevailing interest rates. The valuation
models incorporate various inputs including foreign exchange spot and forward rates and interest rate
curves. In the case of floating rate borrowings the nominal value approximates to fair value because
interest is set at floating rates where payments are reset to market values at intervals of less than one
year.
• Level-3: other techniques for which inputs that have a significant effect on the recorded fair value are not
based on observable market data.
Other financial instruments, where observable market data is not available, are carried at either amortised
cost or cost (undiscounted cash flows) as a reasonable approximation of fair value.
During the year ended 31 December 2024, there were no transfers between fair value levels.
Section 4: Capital structure and financing costs continued
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4.5 Financial instruments and the fair value hierarchy continued
4.5.2 Financial instruments and their fair value hierarchy classification
The following table analyses, by classification and category, the carrying value of the Group’s financial instruments and identifies the level of the fair value hierarchy for the instruments carried at fair value:
At 31 December 2024
Note
Lease receivables
4.4.2
n/a
—
—
—
95.7
95.7
4.2
91.5
Cash flow hedges – foreign exchange contracts
4.2.4
Level-2
—
—
1.8
—
1.8
0.4
1.4
Cash flow hedges – currency swaps
4.2.4
Level-2
—
—
2.7
—
2.7
1.8
0.9
Cash flow hedges – Interest rate swaps
4.2.4
Level-2
—
—
0.2
—
0.2
0.2
—
Non-designated foreign exchange forwards and swaps
Level-2
0.7
—
—
—
0.7
0.6
0.1
Cross-currency interest rate swaps
a
Level-2
—
—
13.0
—
13.0
13.0
—
Originated loans receivable
n/a
—
—
—
0.7
0.7
—
0.7
Financial assets at fair value through P&L
Level-3
4.1
—
—
—
4.1
0.4
3.7
Financial assets at fair value through OCI
Level-3
—
0.7
—
—
0.7
—
0.7
4.8
0.7
17.7
96.4
119.6
20.6
99.0
n/a
—
—
—
253.6
253.6
253.6
—
Total financial assets
4.8
0.7
17.7
350.0
373.2
274.2
99.0
Private placement loan notes
a
n/a
—
—
—
269.3
269.3
87.6
181.7
Other finance
n/a
—
—
—
0.1
0.1
0.1
—
Cash flow hedges – interest rate swaps
4.2.4
Level-2
—
—
0.3
—
0.3
0.3
—
Non-designated foreign exchange forwards and swaps
Level-2
0.2
—
—
—
0.2
0.2
—
Cross-currency interest rate swaps
a
Level-2
—
—
0.8
—
0.8
—
0.8
Deferred consideration payable
n/a
—
—
—
0.7
0.7
—
0.7
0.2
—
1.1
270.1
271.4
88.2
183.2
Overdrafts
4.5.4
n/a
—
—
—
62.2
62.2
62.2
—
Lease liabilities
4.4.1
n/a
—
—
—
348.7
348.7
42.9
305.8
Total financial liabilities
0.2
—
1.1
681.0
682.3
193.3
489.0
Section 4: Capital structure and financing costs continued
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Notes to the consolidated financial statements continued

4.5 Financial instruments and the fair value hierarchy continued
4.5.2 Financial instruments and their fair value hierarchy classification continued
Financial assets measured at amortised cost consist of cash, lease receivables, originated loans and
deferred consideration receivable. The carrying value of cash is a reasonable approximation of its fair value
due to the short-term nature of the instruments. Lease receivables, originated loans and deferred
consideration receivable are measured at amortised cost using the effective interest rate method. Included
in other investments are £0.7m (2023: £0.7m) of strategic investments in unlisted equity securities which
are not held-for-trading and the Group elected to recognise at Fair Value through Other Comprehensive
Income (FVOCI). During the period no dividends were received from, and no disposals were made of,
strategic investments.
The financial assets at Fair Value through Profit and Loss (FVPL) relate to the Group’s minority
shareholding in companies as part of the Capita Scaling Partner business. As disclosed in note 2.8, during
the first half of 2024 the Group decided to exit the Capita Scaling Partner business as a whole, while
seeking to maximise value from the remaining Capita Scaling Partner investments. These assets have
typically been revalued when reliable information on fair value becomes available, which is normally at each
funding round. Following the decision to exit the Capita Scaling Partner business in the first half of the year
and the losses realised on disposals in the second half of 2024, the Group has evolved its approach to take
into account recent experiences, and to better reflect expected disposal proceeds.
Financial liabilities measured at amortised cost consist of loan notes, overdrafts, lease liabilities, credit
facilities and deferred consideration payable. With the exception of certain series within the fixed rate
private placement loan notes, the carrying value of financial liabilities are a reasonable approximation of
their fair value. This is because either the interest payable is close to market rates or the liability is short-
term in nature. The private placement loan note series, for which this approximation does not apply, are
those that are subject to longer term fixed rate of interest – these have an underlying carrying value of
£175.0m (2023: £173.9m) and a fair value of £168.8m (2023: £166.3m). Lease liabilities and deferred
consideration payable are measured at amortised cost using the effective interest rate method.
The Group’s key financial liabilities are set out below:
a. Private placement loan notes
The private placement loan notes were issued in USD and GBP. The Group manages its exposure to
foreign exchange and interest rate movements through cross-currency interest rate swaps, interest rate
swaps, and forward foreign exchange contracts.
b. Bank facilities
Details of the Group’s bank facilities are provided in the liquidity section above. At 31 December 2024, the
total value of committed facilities was £250.0m, of which none was drawn (2023: total facilities of £260.7m
of which none was drawn).
c. Put options of non-controlling interests
The liability at 31 December 2023 represented the present value of the cost to acquire the non-controlling
interest in Fera Science Limited. The put option expired without being exercised on completion of the sale of
the Group’s shareholding in Fera Science Limited on 17 January 2024, and the related liability was de-
recognised. Upon inception of the option agreements, management determined that changes in the carrying
amount would be recognised within equity. This was applied consistently.
Section 4: Capital structure and financing costs continued
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4.5 Financial instruments and the fair value hierarchy continued
4.5.2 Financial instruments and their fair value hierarchy classification continued
At 31 December 2023
Note
Lease receivables
4.4.2
n/a
—
—
—
70.3
70.3
6.3
64.0
Cash flow hedges – foreign exchange contracts
4.2.4
Level-2
—
—
1.8
—
1.8
1.4
0.4
Cash flow hedges – interest rate swaps
4.2.4
Level-2
—
—
0.1
—
0.1
0.1
—
Non-designated foreign exchange forwards and swaps
Level-2
0.3
—
—
—
0.3
0.3
—
Cross-currency interest rate swaps
a
Level-2
—
—
14.5
—
14.5
—
14.5
Originated loans receivable
n/a
—
—
—
0.7
0.7
—
0.7
Financial assets at fair value through P&L
Level-3
16.9
—
—
—
16.9
—
16.9
Financial assets at fair value through OCI
Level-3
—
0.7
—
—
0.7
—
0.7
Deferred consideration receivable
n/a
—
—
—
20.0
20.0
20.0
—
17.2
0.7
16.4
91.0
125.3
28.1
97.2
Cash
4.5.4
n/a
—
—
—
155.4
155.4
155.4
—
Cash included within disposal group assets held-for-sale
2.8
n/a
—
—
—
7.2
7.2
7.2
—
Total financial assets
17.2
0.7
16.4
253.6
287.9
190.7
97.2
Private placement loan notes
a
n/a
—
—
—
262.5
262.5
—
262.5
Other finance
n/a
—
—
—
0.1
0.1
0.1
—
Cash flow hedges – foreign exchange contracts
4.2.4
Level-2
—
—
3.6
—
3.6
1.5
2.1
Cash flow hedges – currency swaps
4.2.4
Level-2
—
—
1.2
—
1.2
—
1.2
Cash flow hedges – interest rate swaps
4.2.4
Level-2
—
—
0.6
—
0.6
0.6
—
Non-designated foreign exchange forwards and swaps
Level-2
0.2
—
—
—
0.2
0.1
0.1
Cross-currency interest rate swaps
a
Level-2
—
—
0.9
—
0.9
—
0.9
Deferred consideration payable
n/a
—
—
—
0.7
0.7
—
0.7
Put options of non-controlling interests
c
Level-3
—
8.5
—
—
8.5
8.5
—
0.2
8.5
6.3
263.3
278.3
10.8
267.5
Overdrafts
4.5.4
n/a
—
—
—
95.0
95.0
95.0
—
Lease liabilities
4.4.1
n/a
—
—
—
363.4
363.4
51.1
312.3
Total financial liabilities
0.2
8.5
6.3
721.7
736.7
156.9
579.8
Section 4: Capital structure and financing costs continued
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Notes to the consolidated financial statements continued

4.5 Financial instruments and the fair value hierarchy continued
4.5.2 Financial instruments and their fair value hierarchy classification continued
The following table shows the movement from the opening balances to the closing balances for Level-3 fair
values.
At 1 January 2023
9.2
18.0
Change in put-options recognised in other comprehensive income
(0.7)
—
Disposals
—
(0.3)
Loss in fair value recognised in other comprehensive income
—
(0.1)
At 31 December 2023
8.5
17.6
Change in put-options recognised in other comprehensive income
(8.5)
—
Additions
—
—
Disposals
—
(8.2)
Loss in fair value recognised in income statement
—
(4.6)
At 31 December 2024
—
4.8
4.5.3 Borrowings
Details of the Group’s current RCF facility are shown in the above liquidity section (see note 4.5.2b).
Borrowing costs of £nil were capitalised in the year (2023: £5.4m). At 31 December 2024, the Group’s
private placement loan note series had a GBP equivalent underlying carrying value of £257.1m (2023:
£250.2m) (see note 4.5.2a) analysed as follows:
Maturity
Denomination
22 January 2025
GBP
3.540
7.4
22 April 2025
GBP
3.670
22.3
25 July 2026
GBP
9.350
50.0
27 October 2026
GBP
2.770
18.6
22 January 2027
GBP
3.580
23.8
Total GBP denominated
GBP
122.1
22 January 2025
USD
3.650
74.3
25 July 2026
USD
8.000
45.0
27 October 2026
USD
3.590
19.3
22 January 2027
USD
3.800
27.5
25 July 2028
USD
8.210
23.0
Total USD denominated
1
USD
189.1
1. USD denominated loan notes have a GBP equivalent underlying carrying value of £136.6m. The Group has entered into a combination of
cross currency and interest rate swaps to achieve a GBP fixed rate of interest. Further disclosure on the Group’s use of hedges is included in
note 4.2.
4.5.4 Cash, cash equivalents and overdrafts
The Group has a notional cash pool with its bank under which the bank is able to net overdrafts against
cash balances held by other Group companies within the same notional pool. The overdraft balances shown
below are fully offset by cash balances within the same notional pool. Since the pool is notional, the Group’s
gross cash and overdraft position is presented below:
Cash and cash equivalents
253.6
155.4
Overdrafts
(62.2)
(95.0)
191.4
60.4
held-for-sale (note 2.8.2)
—
7.2
Total cash, cash equivalents and overdrafts
191.4
67.6
Of total cash, cash equivalents and overdrafts, £44.2m (2023: £46.0m) is restricted cash, which includes
cash required to be held under FCA regulations, cash held in foreign bank accounts, and cash represented
by non-controlling interests.
Section 4: Capital structure and financing costs continued
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4.6 Issued share capital
Ordinary shares of 2 1/15p each
At 1 January
1,701.1
1,684.1
35.2
34.8
Issue of share capital
—
At 31 December
1,701.1
1,701.1
35.2
35.2
Ordinary shares of 2 1/15p each
At 1 January
1,145.5
1,145.5
At 31 December
1,145.5
1,145.5
At 1 January
16.8
9.3
(0.7)
(4.2)
Shares purchased
2.5
17.0
(0.6)
(0.4)
Issued on exercise of share options
(12.0)
(9.5)
1.0
3.9
At 31 December
7.3
16.8
(0.3)
(0.7)
The Group will use shares held in the Employee Benefit Trust (EBT) shares to satisfy future requirements
for shares under the Group’s share option and long-term incentive plans. On 2 June 2023, 17m ordinary
2 1/15 pence shares (2023: nil) were allotted to the EBT for an aggregate nominal value of £351,332 to
satisfy exercises under the Group’s share plans. The total consideration received in respect of these shares
was £351,332. On 15 July 2024 the EBT purchased 2.5m ordinary shares in the open market for £550,000
to satisfy exercises under the Group’s share plans. During the year, 11,986,138 (2023: 9,496,440) shares
with a value of £1.0m (2023: £3.9m) were transferred out of the EBT to satisfy exercises under the Group's
share option and long-term incentive plans. The total consideration received in respect of these shares was
£nil (2023: £nil).
The Group has an unexpired authority to repurchase up to 10.0% of its issued share capital.
4.7 Group composition and non-controlling interests
The Group’s subsidiaries are listed in note 6.4 on pages 223 to 225.
The Group holds a majority of the voting rights in all of its subsidiaries and the directors have determined
that, other than the entity commented on below, in each case the Group exercises de facto control.
On 23 September 2014, the Secretary of State for the Department for Energy and Climate Change granted
Smart DCC Limited (DCC), a wholly-owned subsidiary of the Group, a licence to establish and manage the
smart metering communications infrastructure, governed by the Smart Energy Code. Each year the Group
reassesses whether it has control over DCC as required under IFRS 10 Consolidated Financial Statements.
The Group’s ability to control the relevant activities of DCC is restricted by DCC’s operating licence. The
power that the Group has over DCC’s relevant activities by virtue of owning it is limited (given the
restrictions in the licence). That power is held by the board of DCC where the Group has minority
representation in compliance with the licence. Consequently, the Group has not consolidated DCC in its
Group financial statements. The disclosure of related party transactions with DCC is included in note 6.1.
Section 4: Capital structure and financing costs continued
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Notes to the consolidated financial statements continued

This section details employee related items that are not
explained elsewhere in the financial statements.
5.1 Share-based payment plans
5.2 Pensions
5.3 Employee benefit expense
Denotes accounting policies
Denotes significant accounting judgements
Denotes significant accounting estimates and
assumptions
Key highlights
Additional funding into
Group’s main defined benefit scheme
£20.8m
(2023: £46.3m)
Outstanding deficit contributions to Group’s main defined
benefit scheme
£nil
(2023: £20.8m)
Net defined benefit pension accounting surplus
£37.9m
(2023: surplus £26.8m)
Employee benefit expense
£1,399.6m
(2023: £1,636.5m)
Defined benefit obligation
(1,048.2)
(1,178.3)
130.1
Fair value of plan assets
1,086.1
1,205.1
(119.0)
Net defined pension asset after
effect of asset ceiling limit
37.9
26.8
11.1
The net defined benefit pension asset increased to £37.9m at
31December 2024 (2023: £26.8m).
The main reasons for the movement in the net defined benefit pension
position are (i) are the deficit funding contributions (£20.8m) paid into
the Group’s main defined benefit pension scheme (HPS); and (ii) being
partly offset by the value of the assets falling slightly faster than the
value of the pension obligations (mainly driven by the increase in the
yields available on corporate bonds). The schemes are highly sensitive
to the change in discount rates (with a 0.5% pa change resulting in an
approximate £71.8m impact) and change in future inflation
expectations (with a 0.5% pa change resulting in an approximate
£34.9m impact).
The valuation of liabilities for funding purposes differs from the
valuation for accounting purposes due to the different requirements.
Management estimate that at 31December 2024 the surplus of the
HPS was around £80m on a funding basis (ie the funding assumption
principles adopted for the full actuarial valuation at 31March 2023),
compared to a surplus of £39m on an accounting basis.
In accordance with the schedule of contributions put in place following
HPS’s 31 March 2023 actuarial valuation (which reaffirmed the
Group’s commitment following the 31 March 2020 actuarial valuation),
the Group has paid £6.3m of regular deficit contributions during 2024
and £14.5m of accelerated deficit funding contributions and other
contributions triggered by the disposal of certain businesses in prior
years. Given the healthy funding position of HPS as at 31 March 2023,
and the Group having paid all outstanding deficit contributions in 2024,
there are no further agreed deficit contributions to be paid at this time.
The reduction in the Employee benefit expense reflects the reduction
in the average number of employees during the year.
Section 5: Employee benefits
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5.1 Share-based payment plans
The Group operates a number of executive and employee equity-settled share schemes.
Accounting policies
The fair value of the equity instrument granted under these schemes is measured at grant date and is
recognised as an expense over the vesting period, which ends on the date on which the relevant employees
become fully entitled to the award. Fair value is determined using an option pricing model, only taking into
account vesting conditions linked to the price of the shares of the Company (market conditions).
No expense is recognised for awards that do not ultimately vest as a result of not meeting performance or
service conditions. Where all service and performance vesting conditions have been met, the awards are
treated as vesting, irrespective of whether or not the market condition is satisfied, since market conditions
were reflected in the fair value of the equity instruments.
At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to
which the vesting period has expired and management’s best estimate of the achievement or otherwise of
non-market conditions, the number of equity instruments that will ultimately vest or, in the case of an
instrument subject to a market condition, be treated as vesting as described above. The movement in
cumulative expense since the previous balance sheet date is recognised in the consolidated income
statement, with a corresponding adjustment to equity.
Where the terms of an award are modified or a new award is designated as replacing a cancelled or settled
award, the cost based on the original award terms continues to be recognised over the original vesting
period adjusted for the incremental fair value of any modification ie the difference between the fair value of
the original award and the fair value of the modified award, both as measured on the date of the
modification. No reduction is recognised if this difference is negative.
Where an award is cancelled, it is treated as if it had vested on the date of cancellation, and any cost not
yet recognised in the consolidated income statement for the award is expensed immediately. Any
compensation paid up to the fair value of the award at the cancellation or settlement date is deducted from
equity, with any excess over the fair value being treated as an expense in the consolidated income
statement.
The expense recognised for share-based payments (before tax) in respect of employee services received
during the year to 31 December 2024 was £6.0m (2023: £5.5m), all of which arises from equity-settled
share based payment transactions. Details of the schemes are as follows:
Deferred annual bonus plan
This scheme is applicable to executive directors. Under this scheme, awards are made annually consisting
of only deferred shares, which are linked to the payout under the annual bonus scheme (details of which are
contained in the directors’ remuneration report on page 96 to 118).
The value of deferred shares is determined by the pay-out under the annual bonus scheme: half of the
annual bonus is paid in cash and the remainder is deferred into shares under the deferred annual bonus
plan or the Capita executive plan. Directors have the option to defer up to 100% of their annual bonus into
deferred shares or net bonus into a restricted share award. The deferred/restricted shares are held for a
period of three years from the date of award, during which they are not forfeitable, except in the case of
dismissal for gross misconduct.
The weighted average share price of options at the date of exercise in 2024 was £0.12 (2023: £0.33). The
weighted average share price during the year was £0.17 (2023: £0.26).
The total cash value of the deferred shares awarded during the year was £nil (2023: £0.7m).
Long-term incentive plans (LTIPs)
The structure of the Group’s LTIP schemes was approved at the Company’s Annual General Meeting
(AGM) in 2017. From 2021, no new awards will be granted under the LTIP with the final awards under the
scheme (the 2020 grant) having vested in April 2023.
All of the above awards are subject to a performance underpin assessment of the underlying financial and
operational performance of Capita over the performance period.
Capita Executive Plan 2021
The Capita Executive Plan was approved by shareholders at the 2021 AGM. Under this plan, restricted
share awards (RSAs) are granted to executives.
With the exception of the executive directors, RSAs granted in 2022, 2023 and 2024 are split into three
equal tranches that vest on the first, second and third anniversary of the grant date. The awards are not
subject to specific performance conditions, however there is a general underpin regarding Remuneration
Committee satisfaction with underlying financial and operational performance of Capita over the
performance period.
Details of the Capita Executive Plan RSAs made to executive directors and the associated underpins are
set out in the directors’ remuneration report, on page 120.
Outstanding at 1 January
41.2
41.7
Awarded during the year
50.0
16.6
Exercised
(12.0)
(9.5)
Lapses
(8.9)
(7.6)
Outstanding at 31 December
70.3
41.2
Exercisable at 31 December
—
—
The weighted average remaining contractual life of the above shares outstanding at 31 December 2024 was
1.2 years (2023: 1.1 years).
All schemes
The fair value of the options granted/awarded during the year was £0.15 per share (2023: £0.38 per share).
None of the existing option schemes have exercise prices.
The fair value for current share scheme issues is effectively the market price of a Capita share at the date of
grant. Accordingly, no assumptions have been disclosed.
The expected life of the options is based on historical data and is not necessarily indicative of exercise
patterns that may occur. The expected volatility reflects the assumption that the historical volatility is
indicative of future trends, which may also not necessarily be the actual outcome.
Section 5: Employee benefits continued
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Notes to the consolidated financial statements continued

5.2 Pensions
Accounting policies
Defined contribution pension schemes
The Group maintains a number of defined contribution pension schemes and for these schemes the Group
has no further payment obligations once the contributions have been paid. The contributions are recognised
as an employee benefit expense in the consolidated income statement when the related service is provided
and as they fall due.
Defined benefit pension schemes
In addition, the Group operates two defined benefit pension schemes and participates in a number of other
defined benefit pension schemes, all of which require contributions to be made to separate trustee-
administered funds. The costs of providing benefits under these schemes are determined separately for
each scheme using the projected unit credit method, which attributes entitlement to benefits to the current
period (to determine current service cost) and to the current and prior periods (to determine the present
value of the defined benefit obligation) and is based on actuarial advice. Past service costs are recognised
immediately in the consolidated income statement.
When a settlement (eliminating all obligations for benefits already accrued) or a curtailment (reducing future
obligations as a result of a material reduction in the scheme membership or a reduction in future
entitlement) occurs, the obligation and related plan assets are remeasured using current actuarial
assumptions and the resultant gain/loss recognised in the consolidated income statement during the period
in which the settlement or curtailment occurs.
Remeasurements of the net defined benefit asset/liability, which comprise actuarial gains and losses, the
return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are
recognised immediately in other comprehensive income and will not be reclassified to the consolidated
income statement. The Group generally determines the net interest expense/income on the net defined
benefit asset/liability for the year by applying the discount rate used to measure the defined benefit
obligation at the beginning of the year to the then net defined benefit asset/liability, taking into account any
changes in the net defined benefit asset/liability during the year as a result of contributions and benefit
payments. However, due consideration is given to events which require the net interest expense/income on
the net defined benefit asset/liability to be remeasured over the course of the year.
Current and past service costs are charged to operating profit while the net interest cost is included within
net finance costs.
The net asset/(liability) in the consolidated balance sheet with respect to the defined benefit pension
schemes comprises the total for each scheme, or group of schemes, of the present value of the defined
benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of assets
out of which the obligations are to be settled directly. The policy to determine fair value of assets is detailed
in the note below. Where applicable the value of a net pension benefit asset is restricted to the present
value of any amount the Group expects to recover by way of refunds or reductions in the future
contributions.
Significant accounting estimates and assumptions
Measurement of defined benefit obligations – the accounting cost of these benefits and the present value of
pension liabilities involve judgements about uncertain events including such factors as the life expectancy of
members, the salary progression of current employees, price inflation and the discount rate used to
calculate the net present value of the future pension payments. The Group uses estimates for all of these
factors in determining the pension costs and liabilities incorporated in the consolidated financial statements.
The assumptions reflect historical experience and judgement regarding future expectations.
The Group continued to set Retail Price Inflation (RPI) in accordance with the market break-even
expectations less an inflation risk premium (IRP). Market trends for the IRP have slightly increased recently
and consequently a slightly higher rate of 0.30% pa has been adopted this year (2023: 0.25% pa). For
Consumer Price Inflation (CPI), the Group reduced the assumed difference between RPI and CPI to an
average of 0.55% per annum (2023: 0.60% per annum).
The Group continues to use the Black-Scholes pricing model to derive the pension increase assumption in
the context of the floors and caps. Given the recent volatility experienced by inflationary indices in the UK,
the volatility parameter has increased this year to 2% pa in line with market expectations (2023: 1.5% pa).
The longer-term implications of the Covid-19 pandemic on future life expectancy remain uncertain. In April
2024, the Continuous Mortality Investigation (CMI) published a new model (CMI 2023) that includes
population experience up to 2023. This latest version of the model could be heavily impacted by Covid-19
with the core version of the model placing a 15% weighting on both 2022 and 2023 experienced data and a
0% weighting on both 2020 and 2021 experienced data. The core version of the model reflects that,
following negative excess mortality in the second half of the year, 2023 population mortality was
comparable to that seen during 2015-2018, reflecting a slight improvement from that seen in 2022.
The Group is aware of the 2023 high court case (and subsequent appeal in 2024) that considered the
validity of deeds where no Section 37 certificate (confirming that the minimum level of benefits had not been
breached) was attached to the deed. The HPS Trustee Board continues to receive legal advice regarding
this matter and, subject to any Government intervention that may arise, are assessing any potential impact
as part of its multi-year project of reviewing and simplifying the scheme documentation and member data.
The Group considers this approach reasonable and appropriate. At this stage it is not possible to quantify
any potential impact on the liabilities of HPS and the defined benefit obligation has been calculated on the
basis of the pension benefits currently being administered.
Section 5: Employee benefits continued
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5.2 Pensions continued
Pension expense included in the consolidated income statement
Defined contribution scheme
45.6
51.7
Current service cost
2.7
2.5
Administration costs
5.7
4.4
Past service cost
—
0.6
Termination benefits
0.1
0.2
Interest cost
(2.1)
(2.7)
Total defined benefit schemes
6.4
5.0
statement
52.0
56.7
At 31 December 2024, retirement obligations were disclosed in relation to eight (2023: eight) defined benefit
pension schemes.
The Group’s main defined benefit scheme (HPS)
The Group’s main defined benefit scheme closed to future accrual for most members in 2017 (with less than
150 members continuing to accrue benefits – out of a total membership of around 16,500 members). Details
of the HPS and other schemes net surplus/(deficit) position are given at the bottom of the table below which
shows the movements from the opening to the closing balance of the net defined benefit asset/(liability).
Responsibility for the operation and governance of the HPS lies with a corporate Trustee which is
independent of the Group. The Trustee Board is required by law to act in the interest of the HPS’s
beneficiaries in accordance with the rules of the HPS and relevant legislation (which includes the Pension
Schemes Act 1993, the Pensions Act 1995 and the Pensions Act 2004). The nature of the relationship
between the Group and the Trustee Board is also governed by the rules of the HPS and relevant legislation.
The Trustee Board is chaired by an independent Trustee.
The assets of the HPS are held in a separate fund (administered by the Trustee Board) to meet long-term
pension liabilities to beneficiaries. The Trustee Board invest the assets in accordance with its Statement of
Investment Principles, which is regularly reviewed. The Trustee Board has delegated its investment strategy
decisions to a fiduciary manager, however, the Trustee Board maintains overall oversight of the investment
strategy.
A full actuarial valuation of the scheme is carried out every three years by an independent actuary for the
Trustee Board, with the last full actuarial valuation carried out at 31 March 2023. The purpose of that
valuation is to design a funding plan to ensure that the HPS has sufficient assets available to meet future
benefit payments, based on assumptions agreed between the Trustee Board and the Group. The 31 March
2023 actuarial valuation showed a funding surplus of £51.4m (31 March 2020: £182.2m deficit). This
equates to a funding level of 105% (31 March 2020: 89%).
Given the funding position of the HPS, the Group and the Trustee Board agreed that no further deficit
recovery contributions from the Group are required other than those already committed
1
as part of the
31 March 2020 actuarial valuation. In accordance with the schedule of contributions put in place following
the 31 March 2023 actuarial valuation, the Group has paid £6.3m of regular deficit contributions during 2024
and £14.5m of accelerated deficit funding contributions and other contributions triggered by the disposal of
certain businesses in prior years. Since the Group has paid all outstanding deficit contributions in 2024,
there are no further agreed deficit contributions to be paid at this time.
The next full actuarial valuation is due to be carried out with an effective date of 31 March 2026 and as part
of that valuation the contribution requirements will be reviewed, and if necessary, amended. For the
purpose of these accounts, an independent qualified actuary projected the results of the 31 March 2023
actuarial valuation to 31 December 2024 taking account of the relevant accounting requirements.
Approximate funding updates are produced at each scheme anniversary when a full actuarial valuation is
not being undertaken. The most recent funding update as at 31 March 2024 showed a funding surplus of
£88.9m (equating to a funding level of 109%). The next funding update is scheduled to be as at 31 March
2025.
The valuation of liabilities for funding purposes (the actuarial valuation) differs from the valuation for
accounting purposes (which is shown in these financial statements) due to different assumptions used and
different market conditions at the different valuation dates (the effective date for the actuarial valuation of
the HPS is 31 March). The assumptions used for funding purposes are scheme specific and allow for an
appropriate amount of prudence, with the discount rate being based on the actual assets of the pension
scheme. While for accounting purposes the assumptions are determined on a best estimate basis in
accordance with IAS 19 Employee Benefits, with the discount rate being based on the yields available on
high quality corporate bonds of appropriate currencies and terms. Management estimate that at
31 December 2024 the net assets of the HPS were around £40m higher on a funding basis (ie the funding
assumption principles adopted for the full actuarial valuation at 31 March 2023) than on an accounting
basis.
The Group contributed £26.0m to the HPS during 2024. This includes the ongoing cost of benefit accrual,
contributions towards running the pension scheme, deficit contribution (including those accelerated on a
pound for pound basis due to disposal proceeds being used to fund mandatory prepayments of debt) and
other contributions as a result of disposal activities.
1. These include additional, non-statutory, contributions to meet a secondary funding target with the objective of having sufficient assets to
invest in a portfolio of low-risk assets with a low dependency covenant that will generate income to pay members’ benefits as they fall due.
Section 5: Employee benefits continued
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Notes to the consolidated financial statements continued

5.2 Pensions continued
Other defined benefit schemes
The total employer contributions to the ‘Other’ schemes during 2024 were £3.2m.
Other UK schemes
• Three segregated sections in an industry-wide scheme under which defined benefits are not continuing to
accrue. The latest full actuarial valuations (at 31 December 2021) showed that one of these sections was
in surplus and therefore no deficit contributions were required. One section showed a small deficit
resulting in the Group being required to pay £28,000 during 2025. The third section showed a deficit of
£3.45m resulting in the Group being required to pay £0.8m pa until 2026. The next actuarial valuations
are due as at 31 December 2024 and as part of those valuations the contribution requirements will be
reviewed, and if necessary, amended. There is no cross subsidy with other employer sections.
• Participation in a non-associated multi-employer scheme under which defined benefits are not continuing
to accrue. The latest full actuarial valuation (at 30 September 2023) resulted in the Group being required
to pay deficit contributions of initially £0.54m pa with effect from 1 April 2025 (which increase by 2% pa)
until 2028. The next full actuarial valuation is due to be carried out with an effective date of 30 September
2026 and as part of that valuation the contribution requirements will be reviewed, and if necessary,
amended. If the Group were to cease to be a participating employer in this scheme there would be an exit
debt payable. At 30 September 2023, this was estimated at £4.5m.
Overseas defined benefit schemes
The Group is responsible for an Irish defined benefit scheme which is classed as a cross-border scheme
where the beneficiaries of the scheme have their liabilities, and the trustees hold assets, denominated in
euro. The scheme is governed under UK regulations and subject to further requirements applying to cross-
border schemes. There are two segregated sections in the scheme. The latest full actuarial valuation (at
31 March 2024) showed a funding surplus for both the main section and the other section, and
consequently, no deficit contributions are required for either section. There are no members left accruing
benefits.
The Group is also responsible for two Swiss schemes that provide defined contribution benefits but with
certain guarantees (and are therefore reported as defined benefit schemes under IAS 19). They are
administered and governed through collective foundations which are separate legal entities. Benefits are
continuing to accrue in these schemes.
Additional defined benefit schemes
There are a further 32 (2023: 36) defined benefit pension arrangements in which various Capita businesses
participated during 2024. Of these arrangements 28 (2023: 32) relate to participation in funded and
unfunded public sector schemes (referred to as Admitted Body Arrangements), however, contractual
protections are in place allowing actuarial and investment risk to be passed to the end customer via
recoveries for contributions paid. The nature of these arrangements vary from contract to contract but
typically allow for the majority of contributions payable to the schemes in excess of an initial rate agreed at
the inception to be recovered from the end customer, as well as exit payments (for funded schemes)
payable to the schemes at the cessation of the contract, such that the Group’s net exposure to actuarial and
investment risk is immaterial.
During the year, approximately £8m (2023: £10m) of employer contributions were paid into these 32
(2023: 36) schemes.
Risks associated with the Group’s pension schemes
The defined benefit pension schemes expose the Group to various risks, with the key risks set out below:
Investment risk: the schemes invest in a wide range of assets with a view to provide long-term investment
returns at particular levels. There is a risk that investment returns are lower than expected which, in
isolation, could result in a worsening of the funding position of the schemes.
Interest rate risk: the IAS 19 discount rate is derived based on the yields available on good quality
corporate bonds of suitable duration. If these yields decrease then, in isolation, this would increase the
value placed on the IAS 19 obligation and result in a worsening of the funding position of the schemes.
Inflation risk: the liabilities of the schemes are linked to future levels of inflation. If future inflation is higher
than expected then this would result in the cost of providing the benefits increasing and thereby worsening
the funding position of the schemes.
Longevity risk: if members live longer than expected, then pensions will be paid for a longer time which will
increase the value placed on the liabilities and therefore worsen the funding position of the schemes.
Environmental, Social and Governance (ESG) risk: ESG risk relates to these issues having a detrimental
impact on financial returns. The fiduciary manager has policies in place to reduce this risk, although there is
a higher risk in older externally held assets.
To manage these risks, the Group and the trustees carry out regular assessments of them. For HPS, the
main defined benefit scheme, the following actions have been taken:
• The HPS Trustee Board has entered into two bulk annuity contracts with an insurer in respect of a small
number of high individual liability pensioner members with total value included in the assets at
31 December 2024 of £41.8m (2023: £47.0m).
• The HPS Trustee Board has entered into a Liability Driven Investment programme. The level of risk that
is managed by this programme is set by various market-related and funding trigger points.
Together, these actions have led to the HPS Trustee Board hedging (interest rate and inflation) a high
proportion of the HPS’s liabilities. At 31 December 2024 HPS’s liabilities measured on the HPS Trustee
Board’s long-term funding basis were broadly fully hedged.
The hedging aims to match the value of the assets to the movement in liabilities (on a funding basis) arising
from changes in market expectations of future inflation rates and future gilt yields. This is to help protect and
reduce volatility in funding valuations which are used to determine the cash contribution requirements to the
scheme. Since these accounting disclosures use the yields available on corporate bonds to determine the
accounting liabilities, the hedging may not have the same impact for accounting purposes as they do for a
funding valuation. Credit spreads (the difference between the yields available on long-dated corporate
bonds and long-dated government bonds) remained broadly the same during the year meaning that the
hedge had a broadly similar impact on the funding position of the scheme and the accounting disclosures at
the year-end.
Section 5: Employee benefits continued
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5.2 Pensions continued
To illustrate how sensitive the value of the defined benefit obligations is to different market conditions, the
table below shows what the resulting defined benefit obligation would be if the assumptions were changed
as shown (assuming all other assumptions remain constant):
Base defined benefit obligation
1,048.2
0.5% pa decrease in discount rate
1,120.0
0.5% pa increase in salary increases
1,049.3
0.5% pa increase in inflation (and related assumption, eg salary and pension increases)
1,083.1
1 year increase in life expectancy
1,079.0
Assets and liabilities
Under IAS 19, pension scheme assets must be valued at their fair value at the balance sheet date. The
scheme assets are made up of quoted and unquoted investments, and asset valuations have been sourced
from the respective scheme’s investment managers and custodians, based on their pricing sources and
methodologies. Unquoted investments require more judgement because their values are not directly
observable. The assumptions used in valuing unquoted investments are affected by current market
conditions which could result in changes in fair value after the measurement date.
For the main asset categories:
• Equities listed on recognised stock exchanges are valued at closing bid prices.
• Bonds are measured using a combination of broker quotes and pricing models making assumptions for
credit and market risks and market yield curves.
• Properties are valued on the basis of an open market value or are valued using models based on
discounted cash flow techniques.
• Assets in investment funds are valued at fair value which is typically the net asset value provided by the
investment manager.
• Certain unlisted investments are valued using a model based valuation such as discounted cash flow.
• The value of bulk annuity contracts has been assessed by discounting the projected cash flows payable
under the contracts (projected by an actuary, consistent with the terms of the contract) and is equal to the
corresponding liability calculated by reference to the IAS 19 assumptions.
The assets and liabilities of all of the defined benefit pension schemes (excluding additional voluntary
contributions) at 31 December are:
2024
2023
Unquoted
*
Unquoted
*
– UK
0.1
0.7
0.8
0.1
3.0
3.1
– Overseas
2.0
44.3
46.3
1.5
34.3
35.8
– Private
0.1
—
0.1
0.1
—
0.1
2.2
45.0
47.2
1.7
37.3
39.0
– UK Government
432.6
7.2
439.8
538.5
1.2
539.7
– UK Corporate
0.1
36.2
36.3
0.1
45.7
45.8
– Overseas Government
8.3
13.6
21.9
9.8
11.9
21.7
– Overseas Corporate
0.3
213.0
213.3
0.3
211.7
212.0
– Emerging Markets
0.5
2.6
3.1
0.4
2.7
3.1
– Private Debt
—
79.3
79.3
—
110.5
110.5
441.8
351.9
793.7
549.1
383.7
932.8
Property
2.1
33.4
35.5
2.2
45.8
48.0
Infrastructure
1.1
—
1.1
1.0
—
1.0
Credit Funds
2.2
—
2.2
1.6
—
1.6
Hedge Funds
—
0.4
0.4
—
1.1
1.1
Absolute Return Funds
—
—
—
0.2
—
0.2
Insurance Contracts
—
66.5
66.5
—
69.7
69.7
Cash
110.8
24.3
135.1
81.3
20.4
101.7
Other
—
4.4
4.4
4.4
5.6
10.0
116.2
129.0
245.2
90.7
142.6
233.3
Total
560.2
525.9
1,086.1
641.5
563.6
(before effect of asset ceiling limit)
(1,047.9)
(1,178.3)
(before effect of asset ceiling limit)
38.2
26.8
Effect of asset ceiling limit
(0.3)
—
(after effect of asset ceiling limit)
(1,048.2)
(1,178.3)
(after effect of asset ceiling limit)
37.9
26.8
* Some investments are in funds which are in themselves not traded in active markets.
Section 5: Employee benefits continued
Capita plc Annual Report and Accounts
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Financial statementsCorporate governanceStrategic report
Notes to the consolidated financial statements continued

5.2 Pensions continued
The HPS Trustee Board invests in Liability Driven Investments (LDIs) as part of a risk hedging strategy. The
aim of the strategy is to match the value of the assets to the movement in liabilities (on a funding basis)
arising from changes in market expectations of future inflation rates and future gilt yields. To achieve this,
LDIs invest in a variety of instruments including gilts, synthetic gilts (combination of repurchase agreement,
reverse repurchase agreements and total return swaps) and cash. In the table above, the LDI at
31 December 2024 (approximately £439.3m) has been mapped as 95.1% Quoted UK Government Bonds,
1.6% Quoted Overseas Government Bonds and 3.3% Quoted Cash.
The assets do not include any directly owned financial instruments issued by the Group.
Within the Private Debt allocation above, approximately £60.0m relates to adjusted lagged valuations at
31 December 2024. In arriving at this figure, allowance has been made for broad market movements and
distributions between 30 September 2024 (the most recent valuation of these assets) and 31 December
2024.
In accordance with the HPS Trustee Board’s focus on financially material considerations, it is acknowledged
that Environment, Social and Governance (ESG) factors can impact security prices. The HPS Trustee
Board has discussed their views on ESG factors, and considered the Group’s perspective, and developed
responsible investment beliefs. These can be found in the HPS’s Statement of Investment Principles (on its
website at https://www.horizonpensionscheme.com/library).
IFRIC 14
The Group has considered the impact of IFRIC 14 IAS 19 - The Limit on a Defined Benefit Asset, Minimum
Funding Requirements and their Interaction on the various schemes (in relation to either recognising a
surplus or allowing for the impact of any funding commitments made) and has concluded, based on its
interpretation of the rules for each of the schemes, that IFRIC 14 would marginally increase the deficit
shown at this balance sheet date for only one scheme, which is reflected in the balance sheet position. For
clarity the HPS, the Group’s main defined benefit scheme, IFRIC 14 would not limit the surplus or increase
the deficits shown at the reporting date because the Group has an unconditional right to a refund assuming
the gradual settlement of the scheme liabilities over time until all members have left the scheme.
Reconciliation of retirement benefits
Explanation of constituents of the consolidated income statement.
The cost of providing the retirement benefits during the year is broken down as follows, with due
consideration being made for events which require the income statement to be re-measured over the
course of the year:
• Service cost is the cost to the Group of future benefits earned by contributing members over the current
financial period.
• Past service cost represents the change in the present value of scheme liabilities in the current period in
relation to prior years’ service.
• Administration costs are those entailed by the pension schemes over the current period.
• Interest expense/(income) is made up of the interest on pension liabilities and assets over the current
period generally based on the discount rate adopted at the start of the period. An allowance for interest
on the asset ceiling is recognised where applicable.
• Termination benefits are employee benefits payable as a result of either: (a) the Group’s decision to
terminate an employee’s employment before the normal retirement date; or (b) an employee’s decision to
accept an offer of benefits in exchange for the termination of employment.
All schemes are partly or wholly funded, and the following table shows the components of the movements
from the opening to the closing balances for the net defined benefit asset:
Defined benefit obligation
Fair value of plan assets
Net defined benefit asset
At 1 January
(1,178.3)
(1,136.1)
1,205.1
1,175.7
26.8
39.6
Current service cost
(2.7)
(2.5)
—
—
(2.7)
(2.5)
Administration costs
(5.7)
(4.4)
—
—
(5.7)
(4.4)
Past service cost
—
(0.6)
—
—
—
(0.6)
Termination benefits
(0.1)
(0.2)
—
—
(0.1)
(0.2)
Interest (expense)/income*
(51.8)
(53.4)
53.9
56.1
2.1
2.7
income statement
(60.3)
(61.1)
53.9
56.1
(6.4)
(5.0)
Included in other comprehensive
income:
– demographic assumptions
2.1
6.9
—
—
2.1
6.9
– financial assumptions
141.2
(28.5)
—
—
141.2
(28.5)
– experience adjustments
(2.5)
(6.9)
—
—
(2.5)
(6.9)
minimum liability
(0.3)
—
—
—
(0.3)
—
interest
—
—
(152.3)
(39.7)
(152.3)
(39.7)
Sub-total in other
comprehensive income
140.5
(28.5)
(152.3)
(39.7)
(11.8)
(68.2)
Employer contributions
—
—
29.2
60.5
29.2
60.5
Contributions by employees
(2.0)
(2.1)
2.0
2.1
—
—
Benefits paid
50.4
50.4
(50.4)
(50.4)
—
—
in other comprehensive income
1.5
(0.9)
(1.4)
0.8
0.1
(0.1)
At 31 December
(1,048.2)
(1,178.3)
1,086.1
1,205.1
37.9
26.8
Section 5: Employee benefits continued
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5.2 Pensions continued
Defined benefit obligation
Fair value of plan assets
Net defined benefit asset
HPS
(995.1)
(1,125.0)
1,034.4
1,154.4
39.3
29.4
Other schemes
(13.9)
(15.8)
17.5
19.1
3.6
3.3
(1,009.0)
(1,140.8)
1,051.9
1,173.5
42.9
32.7
Other schemes
(39.2)
(37.5)
34.2
31.6
(5.0)
(5.9)
(39.2)
(37.5)
34.2
31.6
(5.0)
(5.9)
At 31 December
(1,048.2)
(1,178.3)
1,086.1
1,205.1
37.9
26.8
* Includes impact of asset ceiling on net interest of £0.3m in 2024 (2023: £nil).
Of the total pension cost of £6.4m (2023: £5.0m), £2.8m (2023: £3.3m) was included in cost of sales, £5.7m
(2023: £4.4m) was included in administrative expenses, and £2.1m of net interest income (2023: £2.7m of
net interest income) was included in net finance costs.
Breakdown of liabilities for the HPS
Information about the defined benefit obligation for the HPS:
%
Duration (years)
%
Duration (years)
2024
2024
2023
2023
Active members
5
15.5
5
17.1
Deferred members
53
16.5
54
18.3
Pensioners
42
9.9
41
10.8
Total percentage / average duration
100
13.7
100
15.1
Duration is a weighted average of when benefits are expected to be paid from a pension scheme. It is
sensitive to the interest rate used to calculate it. The increase in yields in recent years has acted to reduce
the duration of the HPS (because less weight is placed on the pension cash flows stretching far out into the
future).
Financial and demographic assumptions
Main assumptions
1
:
Rate of price inflation – RPI
3.10
3.05
Rate of price inflation – CPI
2.55
2.45
Rate of salary increase
3.10
3.05
Rate of increase of pensions in payment
2
:
– RPI inflation capped at 5% per annum
2.95
3.00
– RPI inflation capped at 2.5% per annum
2.00
2.15
– CPI inflation capped at 5% per annum
2.55
2.45
Discount rate
5.50
4.55
Expected take up maximum available tax free cash
85.00
85.00
1. Different assumptions apply to non-UK schemes, for example: the discount rate for the Irish Schemes is 3.6% pa, and for the Swiss
schemes it is 1.0% pa in 2024.
2. There are other levels of pension increase which apply to particular periods of membership.
The average future life expectancy from age 65 (in years) for mortality tables used to determine scheme
liabilities for the various different schemes at 31 December 2024 and 31 December 2023 are as follows:
Male
Female
2024
2023
2024
2023
HPS
1
21.9
21.9
24.0
23.9
Other Schemes
20.5 to 23.0
21.0 to 22.9
23.0 to 24.7
23.4 to 24.6
Male
Female
2024
2023
2024
2023
HPS
1
22.6
22.6
25.3
25.2
Other Schemes
21.8 to 25.2
22.2 to 25.1
24.4 to 26.7
24.9 to 26.6
1. The assumptions used for the HPS are tailored for each member. The assumptions adopted make allowance for an increase in the longevity
in the future (CMI 2023 core model Sk=7.0) with a long-term rate of improvement of 1.25% pa, an ‘A’ parameter of 0.25% for both males and
females and no weighting applied to 2020 and 2021 data, 15% weighting on 2022 and 2023 data). The rate for members currently aged 65 is
derived from the pensioner membership and the rate for members reaching age 65 in 20 years' time is derived from non-pensioner
membership.
Section 5: Employee benefits continued
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Notes to the consolidated financial statements continued

5.3 Employee benefit expense
Wages and salaries
1,216.9
1,431.0
Social security costs
122.6
140.6
Pension costs
54.1
59.4
Share-based payments
5.1
6.0
5.5
1,399.6
1,636.5
The aggregate amount of directors’ remuneration (salary, bonus and benefits) is shown on page 109 of the
directors’ remuneration report.
Sales
218
380
Administration
1,962
2,405
Operations
36,328
45,104
38,508
47,889
Section 5: Employee benefits continued
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This section includes disclosures of those items that are not explained elsewhere in the
financial statements.
6.1 Related-party transactions
6.2 Contingent liabilities
6.3 Post balance sheet events
6.4 Related companies
Denotes accounting policies
6.1 Related-party transactions
Compensation of key management personnel
Short-term employment benefits
8.2
7.6
Pension
—
0.1
Share-based payments
3.9
1.7
12.1
9.4
Gains on share options exercised in the year by Capita plc executive directors were £20,193 (2023: £nil)
and by key management personnel £109,647 (2023: £252,312), totalling £129,840 (2023: £252,312).
During the year, the Group rendered administrative services to Smart DCC Limited (DCC), a wholly-owned
subsidiary which is not consolidated (refer to note 4.7). The Group received £112.1m (2023: £119.2m) of
revenue for these services and at the balance sheet date had receivables of £9.0m (2023: £9.0m) from
DCC. The services are procured by DCC on an arm’s length basis under the DCC licence. The services are
subject to review by Ofgem to ensure that all costs are economically and efficiently incurred by DCC.
HPS (Capita’s main defined benefit pension scheme) is a related party of the Group. Transactions with the
Scheme are disclosed in note 5.2.
6.2 Contingent liabilities
Contingent liabilities represent potential future cash outflows which are either not probable or cannot be
measured reliably.
The Group has provided, through the normal course of its business, performance bonds and bank
guarantees of £24.7m (2023: £22.5m). On adoption of IFRS 17 the Group had the option to apply either
IFRS 17 or IFRS 9 for external debt guarantees, of which the Group elected to apply IFRS 9. The Group
accounts for performance guarantees under IAS 37 as they do not meet the criteria to be recognised as an
insurance contract.
The Group is reviewing its position in respect of the contracts with the remaining last customer for its closed
book Life & Pensions contracts. The outcomes and timing of this review, which are uncertain, could result in
no change to the current position, the co
ntinuation of contracts with amended terms or the termination of
contracts. If an operation is terminated, the Group may incur associated costs, accelerate the recognition of
deferred income or the impairment of contract fulfilment assets.
At the date of approval of these consolidated financial statements, we remain in dialogue with the
Information Commissioner’s Office (ICO) and are responding to the ICO's information requests following the
cyber incident in March 2023. No formal action has been taken by the ICO in connection with the cyber
incident and there have been no preliminary findings regarding fault that could lead to any potential
regulatory penalty. The Group has received notification of potential claims for damages by or on behalf of
individuals whose data may have been exfiltrated as part of the incident. The Group has received only one
substantive claim in relation to the cyber incident, which was issued by Barings Law on 4 April 2024. The
Group continues to vigorously defend itself against this and any other claims which may be issued. At the
date of these financial statements, the Group do not consider future cash outflows in relation to the one
substantive claim issued by Barings Law to be probable, and consequently no provision has been recorded.
At the date of approval of these financial statements, it is not possible to reliably estimate the value of any
existing, potential or future claim or penalty against the Group.
The Group’s entities are parties to legal actions and claims which arise in the normal course of business.
The Group needs to apply judgement in determining the merit of litigation against it and the chances of a
claim successfully being made. It needs to determine the likelihood of an outflow of economic benefits
occurring and whether there is a need to disclose a contingent liability or whether a provision might be
required due to the probability assessment.
At any time there are a number of claims or notifications that need to be assessed across the Group. The
disparate nature of the Group’s entities heightens the risk that not all potential claims are known at any point
in time.
6.3 Post balance sheet events
The following events occurred after 31 December 2024, and before the approval of these consolidated
financial statements, but have not resulted in adjustment to the 2024 financial results:
Repayment of private placement loan notes
US dollar and British pound sterling private placement loan notes of USD74.3m and £7.4m respectively
were repaid at maturity on 22 January 2025, as per their contractual values. Net of swaps the repayments
were £53.6m.
Issue of private placement loan notes
In March 2025, the Group issued £94.2m equivalent of US private placement loan notes across three
tranches: £50m maturing 24 April 2028, USD13m maturing 24 April 2028 and USD43m maturing 24 April
2030, with an average interest rate of 7.4%. The notes rank pari passu with the existing indebtedness of the
Group and include financial covenants at the same level as those under the revolving credit facility and
existing US private placement loan notes. Additionally, the placement requires the Group to refinance or
extend the Group’s revolving credit facility, which matures on 31 December 2026, by 31 December 2025.
Section 6: Other supporting notes
Capita plc Annual Report and Accounts
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Financial statementsCorporate governanceStrategic report
Notes to the consolidated financial statements continued

6.4 Related companies
The stated address relates to the place of incorporation of the entity, which is the same as its tax residence in all cases other than Capita Group Insurance PCC Limited which is incorporated in Guernsey, but which is tax
resident in the UK.
Unless otherwise indicated, all shareholdings are owned indirectly by the company and represent 100% of the issued share capital of the subsidiary. Dormant companies are marked (D).
Company name
Share class
Akinika Debt Recovery Limited (in liquidation)
1
Akinika Limited (in liquidation)
1
Capita (210568) Limited (in liquidation)
25
€0.0012
Ordinary
Capita (Polska) Spółka z ograniczoną odpowiedzialnością
8
Capita (South Africa) (Pty) Limited
14
Capita (USA) Holdings Inc.
7
Capita Business Services Ltd
9
Capita Business Support Services Ireland Limited
22
Capita Corporate Director Limited (D)
9
Capita Customer Management Limited
9
Capita Customer Services (Germany) GmbH
20
Capita Customer Services AG
13
Capita Customer Solutions (UK) Limited (in liquidation)
1
Capita Customer Solutions Limited
22
Capita Cyprus Holdings Limited (in liquidation)
5
Capita Dubai Limited
9
Capita Employee Benefits Holdings Limited
9
*
£1.00 Ordinary
Capita Energie Services GmbH
15
►
€1.00 Ordinary
Capita Financial Services Holdings Limited
9
*
£1.00 Ordinary
Capita Gas Registration and Ancillary Services Limited (in liquidation)
1
Capita GMPS Trustees Limited (D)
9
Capita Group Insurance PCC Limited
17
*
£1.00 CG1
Capita Group Secretary Limited (D)
9
Capita HCH Limited
9
Capita Health Holdings Limited
9
Capita Holdings Limited
9
*
£1.00 Ordinary
Capita India Private Limited
19
Capita Insurance Services Holdings Limited
9
Capita Insurance Services Limited
9
Capita International Limited
9
*
£1.00 Ordinary
Capita International Retirement Benefit Scheme Trustees Limited (D)
9
*
£1.00 Ordinary
Company name
Share class
Capita Ireland Limited
22
*
€1.00 Ordinary
Capita IT Services Holdings Limited
9
Capita IT Services Limited
18
Capita Justice & Secure Services Holdings Limited (in liquidation)
1
Capita Life & Pensions Regulated Services Limited
9
*
£1.00 Ordinary
Capita Life & Pensions Services Limited
9
*
£1.00 Ordinary
Capita Life and Pensions International Limited
9
Capita Life and Pensions Services (Isle of Man) Limited (D)
16
Capita Managed IT Solutions Limited
1!
Capita Mortgage Administration Limited
9
Capita Mortgage Software Solutions Limited (in liquidation)
1
Capita Norman + Dawbarn Limited (in liquidation)
3
□
NGN1.00 Ordinary
Capita Offshore Services Private Limited (in liquidation)
19
Capita Pension Solutions Limited
9
*
£1.00 Ordinary
Capita Property and Infrastructure (Structures) Limited (D)
9
Capita Property and Infrastructure Consultants LLC (in liquidation)
2 ♦
Capita Property and Infrastructure Holdings Limited
9
Capita Property and Infrastructure International Holdings Limited (D)
9
Capita Property and Infrastructure International Limited (D)
9
Capita Property and Infrastructure Limited
9
Capita Retail Financial Services Limited (in liquidation)
1
Capita Secure Information Solutions Limited
9
Capita Shared Services Limited
9
*
£1.00 Ordinary
Capita Symonds Saudi Arabia Limited (D)
12
▲
N/A
Capita West GmbH
20
Computerland UK Limited
9
Contact Associates Limited
9
CPLAS Trustees Limited (D)
9
Daisy Updata Communications Limited
24
▲
£1.00 Ordinary B
Debt Solutions (Holdings) Limited
9
Dragonfly Technology Solutions Ltd
9
○
£0.000001
Ordinary
£0.000001
A Ordinary
Section 6: Other supporting notes continued
Capita plc Annual Report and Accounts
223
Financial statementsCorporate governanceStrategic report

6.4 Related companies continued
Company name
Share class
Duke 2021
Topco Limited
4
>
£1.00 B Ordinary
E.B. Consultants Limited (D)
9
Electra-Net (UK) Limited
9
Entrust Support Services Limited
21
▼
£1.00 Ordinary
(in liquidation)
1
(in liquidation)
1
Fire Service College Limited
9
Full Circle Contact Centre Services (Proprietary) Limited
!4
Grosvenor Career Services Limited (D)
9
RE (Regional Enterprise) Limited
9
Retain International (Holdings) Limited
9
Retain International Limited
9
SBJ Benefit Consultants Limited (D)
9
SBJ Professional Trustees Limited (D) (in liquidation)
1
Smart DCC Limited
9
Tascor E & D Services Limited (in liquidation)
1
Tascor Services Limited
9
TELAG AG
10
ThirtyThree APAC Limited (D)
6
Updata Infrastructure (UK) Limited (in liquidation)
1
Urban Vision Partnership Limited
9
►
£1.00 Ordinary B
Ventura (India) Private Limited
23
Ventura (UK) India Limited
9
Western Mortgage Services Limited
9
Woolf Limited
9
Footnotes
* Companies directly held by Capita plc.
> Shareholdings owned indirectly by the company and represent 0.49% of the issued share capital of subsidiary.
○ Shareholdings owned indirectly by the company and represent 7.46% of the issued share capital of subsidiary.
♦ Shareholdings owned indirectly by the company and represent 49% of the issued share capital of subsidiary.
▲ Shareholdings owned indirectly by the company and represent 50% of the issued share capital of subsidiary.
► Shareholdings owned indirectly by the company and represent 50.1% of the issued share capital of subsidiary.
▼ Shareholdings owned indirectly by the company and represent 51% of the issued share capital of subsidiary.
□ Shareholdings owned indirectly by the company and represent 97.3% of the issued share capital of subsidiary.
Registered office address
1. 1 More London Place, London, SE1 2AF, England
2. 1004 Bin Hamoodah Building, Khalifa St., PO Box 113 740, Abu Dhabi, United Arab Emirates
3. 10th Floor, UBA House, No 57, Marina Street, Lagos Island, Lagos, Nigeria
4. 22 Grenville Street, St. Helier, JE4 8PX, Jersey
5. 46, Kyriakou Matsi, Office 101, 1082 Nicosia, Cyprus
6. 803 Manning House, 38 Queen's Road Central, Hong Kong
7. 850 New Burton Road, Suite 201, Dover, DE, 19904, United States
8. Centrum Biurowe Lubicz ul. Lubicz 23, 31-503 Krakow, Polska
9. First Floor, 2 Kingdom Street, Paddington, London, England, W2 6BD
10.Hardturmstrasse 101, Zürich, 8005, Switzerland
11.Hillview House, 61 Church Road, Newtownabbey, Co Antrim, BT36 7LQ, Northern Ireland
12.King Abdul Aziz Street, PO Box 7052, Dammam, Saudi Arabia
13.Konstanzerstrasse 17, Tägerwilen, 8274, Switzerland
14.Mutual Park, Jan Smuts Drive, Pinelands, Cape Town, Western Cape, 7405, South Africa
15.Nassauer Ring 39-41, Krefeld, 47803, Germany
16.PO Box 227, Peveril Buildings, Peveril Square, Douglas, Isle of Man, IM99 1RZ
17.P O Box 33, Dorey Court, Admiral Park, St. Peter Port, GY1 4AT, Guernsey
18.Pavilion Building Ellismuir Way, Tannochside Park, Uddingston, Glasgow, G71 5PW, United Kingdom
19.Plant 6, Gate No. 2, Godrej and Boyce Complex, LBS Marg, Pirojshahnagar, Vikhroli (West), Mumbai, 400079, India
20.Rudower Chaussee 4, Berlin, 12489, Germany
21.The Riverway Centre, Riverway, Stafford, ST16 3TH, United Kingdom
22.Unit B, West Cork Business & Technology Park, Clonakilty, Co. Cork, P85 YH98
23.Upper Ground Level, Level 1, Level 2, & Level 3, Tower B1, Margapatta City SEZ, Margapatta City, Hadapsar, Pune, 411013, India
24.Wavenet Group, Second Floor One Central Boulevard Central Boulevard, Blythe Valley Park, Shirley, Solihull, B90 8BG, England
25.EY, Harcourt Centre, Harcourt Street, Dublin, DUBLIN, Ireland
Section 6: Other supporting notes continued
Capita plc Annual Report and Accounts
224
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Notes to the consolidated financial statements continued

6.4 Related companies continued
Listed below are subsidiaries controlled and consolidated by the Group, where the directors have taken the exemption from having an audit of its financial statements for the year ended 31 December 2024.
This exemption is taken in accordance with Section 479A of the Companies Act 2006.
Company name
Company registration
Capita Dubai Limited
10908066
Capita Employee Benefits Holdings Limited
06722404
Capita Financial Services Holdings Limited
10016286
Capita HCH Limited
02384029
Capita Health Holdings Limited
06413394
Capita Insurance Services Holdings Limited
06041965
Capita Insurance Services Limited
01396443
Capita International Limited
02683437
Capita IT Services Holdings Limited
06002593
Capita IT Services Limited
SC045439
Capita Life and Pensions International Limited
05952054
Capita Life and Pensions Services Limited
04359665
Capita Life and Pensions Services (Isle of Man) Limited
006702V
Capita Managed IT Solutions Limited
NI032979
Capita Mortgage Administration Limited
02042968
Capita Property and Infrastructure (Structures) Limited
02082106
Capita Property and Infrastructure Holdings Limited
03840627
Capita Property and Infrastructure Limited
02018542
Capita Secure Information Solutions Limited
01593831
Computerland UK Limited
02275625
Contact Associates Limited
05601393
Debt Solutions (Holdings) Limited
03673307
Electra-Net (UK) Limited
03419833
Fire Service College Limited
08102633
RE (Regional Enterprise) Limited
08615172
Tascor Services Limited
02057887
Urban Vision Partnership Limited
05292634
Ventura (UK) India Limited
05131185
Woolf Limited
01564535
Section 6: Other supporting notes continued
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This section presents the company only financial statements for Capita plc (the Company).
7.1 Company balance sheet
7.2 Company statement of changes in equity
7.3 Notes to the Company financial statements
Denotes accounting policies
Denotes significant accounting judgements
Denotes significant accounting estimates and assumptions
7.1 Company balance sheet
Non-current assets
Property, plant and equipment 7.3.2 0.5 0.6
Investments 7.3.3 978.2 996.0
Financial assets 7.3.4 2.3 14.9
Deferred tax assets 7.3.5 10.0 11.8
Amounts receivable from subsidiary companies 7.3.6 98.3 56.4
1,089.3 1,079.7
Current assets
Financial assets 7.3.4 16.1 1.2
Trade and other receivables 7.3.7 2.7 2.1
Amounts receivable from subsidiary companies 7.3.6 1,927.0 2,213.9
Cash 62.9 —
2,008.7 2,217.2
Total assets 3,098.0 3,296.9
Notes
2024
£m
2023
£m
Current liabilities
Overdrafts 7.8 53.2
Trade and other payables 7.3.8 4.0 10.0
Amounts payable to subsidiary companies 7.3.6 1,628.9 1,810.4
Accruals and deferred income 9.6 15.6
Financial liabilities 7.3.4 0.5 1.6
Income tax payable 40.5 16.1
Provisions 7.3.9 4.1 4.2
1,695.4 1,911.1
Non-current liabilities
Trade and other payables 7.3.8 0.2 0.3
Borrowings 7.3.10 102.0 99.5
Financial liabilities 7.3.4 0.8 4.3
103.0 104.1
Total liabilities 1,798.4 2,015.2
Net assets 1,299.6 1,281.7
Capital and reserves
Issued share capital 7.3.11 35.2 35.2
Employee benefit trust shares 7.3.11 (0.3) (0.7)
Share premium 7.3.11 1,145.5 1,145.5
Capital redemption reserve 1.8 1.8
Merger reserve — 44.6
Cash flow hedging reserve 0.3 (2.0)
Retained earnings 117.1 57.3
Total equity 1,299.6 1,281.7
Notes
2024
£m
2023
£m
The Company’s profit after taxation was £10.2m (2023: £34.3m profit).
The accompanying notes form part of these financial statements.
These financial statements were approved by the Board of directors on 4March 2025 and signed on its
behalf by:
Adolfo Hernandez Pablo Andres
Chief Executive Officer
Chief Financial Officer
Company registered number: 02081330
Section 7: Company financial statements
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Company financial statements

7.2 Company statement of changes in equity
Share
capital
£m
Employee
benefit trust
shares
£m
Share
premium
£m
Capital
redemption
reserve
£m
Merger
reserve
£m
Cash flow
hedging
reserve
£m
Retained
earnings
£m
Total
£m
At 1 January 2023 34.8 (4.2) 1,145.5 1.8 44.6 — 21.1 1,243.6
Profit for the year — — — — — — 34.3 34.3
Other comprehensive expense — — — — — (2.0) — (2.0)
Total comprehensive income for the year — — — — — (2.0) 34.3 32.3
Shares issued (note4.6) 0.4 (0.4) — — — — — —
Exercise of share options under employee long-term incentive plans — 3.9 — — — — (3.9) —
Share-based payment net of tax effects — — — — — — 5.8 5.8
At 1January 2024 35.2 (0.7) 1,145.5 1.8 44.6 (2.0) 57.3 1,281.7
Profit for the year — — — — — — 10.2 10.2
Other comprehensive income — — — — — 2.3 — 2.3
Total comprehensive income for the year — — — — — 2.3 10.2 12.5
Transfer of merger reserve — — — — (44.6) — 44.6 —
Shares issued (note4.6) — (0.6) — — — — — (0.6)
Exercise of share options under employee long-term incentive plans (note4.6; note5.1) — 1.0 — — — — (1.0) —
Share-based payment net of tax effects (note2.6; note5.1) — — — — — — 6.0 6.0
At 31December 2024 35.2 (0.3) 1,145.5 1.8 — 0.3 117.1 1,299.6
No dividends were declared, paid or proposed in 2024 or 2023 on the Company’s ordinary shares.
Share capital – The balance classified as share capital is the nominal proceeds on issue of the Company’s equity share capital, comprising 21/15 pence ordinary shares.
Employee benefit trust shares – Shares held in the employee benefit trust have no voting rights and no entitlement to a dividend.
Share premium – The amount paid to the Company by shareholders, in cash or other consideration, over and above the nominal value of shares issued tothem less issuance costs.
Capital redemption reserve – The Company can redeem shares by repaying the market value to shareholders, whereupon the shares are cancelled. Redemption must be from distributable profits. The Capital
redemption reserve represents the nominal value of the shares redeemed.
Merger reserve – The merger reserve arose from the adoption of the exemption under section131 of the Companies Act1985 not to set up a share premium account in respect of shares issued for the acquisition of
entities. The amounts attributed to the shares issued for these acquisitions that exceeded their nominal value was transferred to the merger reserve. Following a review undertaken in the year, it was assessed that the
underlying businesses acquired between 1989 and 2003 which resulted in the creation of this merger reserve have since been exited by the Group either by way of disposal or closure. As such it is no longer deemed
necessary to present the merger reserve as a separate component of equity, and it has been transferred in full to the Company’s retained earnings reserve.
Cash flow hedging reserves – This reserve records the portion of the gain or loss on hedging instruments that are determined to be an effective cash flow hedge.
Retained earnings – Net profits/(losses) accumulated in the Company after dividends are paid.
The accompanying notes are an integral part of these financial statements.
Section 7: Company financial statements continued
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7.3 Notes to the Company financial statements
7.3.1 Accounting policies
Accounting policies
Basis of preparation
In preparing these financial statements, the Company applies the recognition, measurement and disclosure
requirements of UK-adopted International Accounting Standards (UK-IFRS), but makes amendments where
necessary to comply with the Companies Act2006 and has set out below where advantage of the FRS101
disclosure exemptions has been taken.
The financial statements have been prepared in accordance with Financial Reporting Standard 101
Reduced Disclosure Framework (FRS101) as issued by the Financial Reporting Council. The Company
has not presented its own income statement as permitted by Section408 of the Companies Act2006.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available in
relation to share based payments, financial instruments, capital management, the presentation of
comparative information in respect of certain assets, the presentation of a cash-flow statement, standards
not yet effective, impairment of assets and related party transactions.
The financial statements have been prepared on the historical cost basis and on the going concern basis,
except for the revaluation of certain financial instruments. Historical cost is generally based on the fair value
of the consideration given in exchange for the goods and services. The principal accounting policies
adopted are the same as those set out in Sections1 to 6 of the consolidated financial statements, except as
noted below.
(a) Investments in subsidiaries
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 working
capital and 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.
(b) Pension schemes
The Company participates in a defined contribution pension scheme where contributions are charged to the
income statement in the year in which they are due. The scheme is funded and the payment of contributions
is made to a separately administered trust fund. The assets of the scheme are held separately from the
Company. The Company remits monthly pension contributions to Capita Business Services Ltd, a
subsidiary company, which pays the Group liability centrally. Any unpaid contributions at the year-end are
accrued in the accounts of that company.
Note5.2 of the Group’s consolidated financial statements sets out more detail about the Group’s pension
obligations.
(c) Share-based payments
Subsidiary companies of the Company reimburse the Company through the intercompany account for
charges attributable to their employees participating in the Company’s share option schemes.
(d) Amounts receivable from and/or payable to subsidiary companies
The amounts receivable from and/or payable to subsidiary companies are shown at cost plus accrued
interest less any provision for impairment. Amounts receivable from subsidiary companies 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 amounts receivable from subsidiary companies
are impaired by considering if there is an indicator of increased credit risk. The key assumption considered
is the probability of a subsidiary company going into default at the balance sheet date.
The definition of default used by the Company is that the counterparty is in a net liability position. In this
case credit risk at the balance sheet date is captured by the definition of default and the probability of
default occurring on the next day (reflecting the contractual period of an on-demand loan). The policy is to
assess the net asset/liability position of each investee and then to conclude on the probability of default, and
quantum of any impairment, by reference to the future discounted cash flows. The key assumptions
underpinning these cash flows are set out in note 7.3.3. With the contractual arrangements based on
repayment on-demand the future credit risk had a very limited impact on the calculation of expected credit
losses at the balance sheet date.
The cash shortfalls arising when an amount receivable from a subsidiary company is in default are
assessed by discounting the expected future cash flows at the original effective interest rate of the
instrument. Where it is expected that the principal and all associated interest can be recovered at some
point in the future, no material expected credit loss is recognised.
Section 7: Company financial statements continued
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Company financial statements continued

7.3.2 Property, plant and equipment
Short-term
leasehold
improvements
£m
Cost
At 1January 2024 1.3
Asset retirements (0.2)
At 31December 2024 1.1
Depreciation
At 1January 2024 0.7
Charge for the year 0.1
Asset retirements (0.2)
At 31December 2024 0.6
Net book value:
At 1 January 2024 0.6
At 31December 2024 0.5
7.3.3 Investments
Shares in
subsidiary
undertakings
£m
Net book value
At 1January 2024 996.0
Additions
1
10.0
Net impairment
2
(27.8)
At 31December 2024 978.2
1. During the year the Company undertook a capital injection into its subsidiary Capita Shared Services Limited.
2. During the year, the Company recognised an impairment loss of £19.8m, against its investment in Capita Financial Services Limited, due to
the return of capital from its subsidiary in advance of its liquidation, with impairment recognised being offset by dividend income received
from the subsidiary. The Company also recognised impairment loss of £2.1m against its investment in Capita Life & Pensions Service
Limited and £5.9m against its investment in Capita Life & Pensions Regulated Services Limited due to a decline in recoverable value.
Direct investments Registered office
Proportion of
nominal value
of issued
shares held
by the
Company
Capita Pension Solutions Limited
2
First Floor, 2 Kingdom Street, Paddington,
London, England, W2 6BD
100 %
Capita Employee Benefits Holdings
Limited
1
First Floor, 2 Kingdom Street, Paddington,
London, England, W2 6BD
100 %
Capita Financial Services Holdings
Limited
1
First Floor, 2 Kingdom Street, Paddington,
London, England, W2 6BD
100 %
Capita Group Insurance PCC Limited
3
Dorey Court, Admiral Park, St. Peter Port,
Guernsey, GY1 4AT, Guernsey
100 %
Capita Holdings Limited
1
First Floor, 2 Kingdom Street, Paddington,
London, England, W2 6BD
100 %
Capita International Limited
2
First Floor, 2 Kingdom Street, Paddington,
London, England, W2 6BD
100 %
Capita Life & Pensions Regulated
Services Limited
2
First Floor, 2 Kingdom Street, Paddington,
London, England, W2 6BD
100 %
Capita International Retirement Benefit
Scheme Trustees Limited (D)
4
First Floor, 2 Kingdom Street, Paddington,
London, England, W2 6BD
100 %
Capita Ireland Limited
2
Unit B, West Cork Business & Technology Park,
Clonakilty, Co. Cork, Republic of Ireland, P85
YH98
100 %
Capita Life & Pensions Services
Limited
2
First Floor, 2 Kingdom Street, Paddington,
London, England, W2 6BD
100 %
Capita Shared Services Limited
5
First Floor, 2 Kingdom Street, Paddington,
London, England, W2 6BD
100 %
1. Investing holding company
2. Outsourcing services company
3. Insurance captive
4. Trustee company for the pension schemes
5. Internal services company
Section 7: Company financial statements continued
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7.3.3 Investments continued
Certain subsidiaries of the Group have opted to take advantage of a statutory exemption from having an
audit in respect of their individual statutory accounts. Strict criteria must be met for this exemption to be
taken and the exemption has been agreed to by the directors of those subsidiary entities.
Listed in note 6.4 to the Company’s consolidated financial statements are subsidiaries controlled and
consolidated by the Group, where the directors have taken advantage of the exemption from having an
audit of the entities’ individual statutory accounts for the year ended 31December 2024 in accordance with
Section479A of the Companies Act2006.
To facilitate the adoption of this exemption, Capita plc, the parent company of the subsidiaries concerned,
undertakes to provide a guarantee under Section 479C of the Companies Act 2006 in respect of those
subsidiaries. Details of all indirect subsidiaries, as required under Section409 of the Companies Act2006,
are reported in note6.4 to the Company’s consolidated financial statements.
The Company considered whether there was an indicator of impairment in investments in subsidiaries at
31December 2024, and due to the Company’s market capitalisation being below the carrying value of the
Company’s net assets, concluded a trigger existed and performed an impairment test.
The impairment test
The recoverable amount has been determined using fair value less costs of disposal. For non-trading
subsidiaries this is based on the net asset value of the entity as at 31December 2024, which is considered
to not be materially different to the fair value derived by other means. For all other entities, recoverable
amount is estimated on a discounted cash flow basis. Recoverable amounts will 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 2025-2027 business plan approved by the Board of Directors. Key assumptions in the business
plan include the delivery of planned revenue growth and the benefits that the cost reduction programme is
anticipated to deliver. In line with goodwill impairment testing for the Group (refer to note 3.4 of the
consolidated financial statements), for the purposes of the impairment test the business plan cash flow
projections for the Contact Centre business have been risk adjusted from 2025 onwards to reflect future
risks from the perspective of a market participant, and to take into account the historical performance of the
segment and inherent uncertainty in forecasting. These risk adjustments have been allocated to the relevant
legal entity cash flow projections. 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 2024 long-term growth rate is 1.6%
(2023:1.7%).
Management estimates discount rates using pre-tax rates that 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 2024.
Capita Public
Service
Capita Experience
Contact Centre Pension Solutions Regulated Services
2024 10.5 % 11.2 % 10.6 % 12.4 %
The Company recognised an impairment loss of £19.8m against its investments Capita Financial Services
Holdings Limited, due to the return of capital from the subsidiaries in advance of its liquidations, with
impairment recognised being offset against dividend income received from the subsidiary. The Company
also recognised an impairment loss of £2.1m against its investment in Capita Life & Pensions Services
Limited due to a decline in recoverable value.
As of 31 December 2024, the Company held an investment in Capita Life & Pensions Regulated Services
Limited (CLPRS) with a recoverable amount of £314.7m, against which it recognised an impairment loss of
£5.9m. The impairment loss was due to a reduction in the recoverable amount of a subsidiary of CLPRS
which operates in the Contact Centre business of the Group. Note 3.4 of the consolidated financial
statements provides further detail on the financial performance of the Contact Centre business in the period
which has resulted in the aforementioned impairment.
A key factor in the recoverable amount of CLPRS is the assumption in respect of the subsidiary’s remaining
closed book Life & Pensions business contracts and which are onerous. The onerous contract assumptions
result in a significant source of estimation uncertainty, and it is reasonably possible that outcomes within the
next financial year may be different from management’s current assumptions and could consequentially
require a material adjustment to the carrying amount of this investment. Refer to note 3.6 of the
consolidated financial statements for more information on these contracts and assumptions, including the
rationale for why management do not believe it is practical to provide a sensitivity analysis.
Sensitivity analysis
The impairment testing as described is reliant on the accuracy of management’s forecasts and the
assumptions that underlie them; and on the selection of the discount and growth rates to be applied. To
gauge the sensitivity of the result to a change in any one, or combination of the assumptions that underlie
the model, a number of scenarios were developed to identify the range of reasonably possible alternatives
and measure which investments are the most susceptible to an impairment should the assumptions used be
varied. This sensitivity analysis is only applicable to those investments which have not already been fully
impaired.
The sensitivity scenarios applied estimate potential additional impairments required (with all other variables
being equal) through: an increase in discount rate of 1%, or a decrease of 1% in the long-term growth rate
(for the terminal period) for each of the investments; or, through the severe but plausible downsides applied
to the base-case projections for assessing going concern and viability, without mitigations, for 2025 to 2027,
and the long-term growth rate (1.6%) applied to the 2027 downside cash flows to generate projected cash
flows for 2028, 2029, and the terminal period. The impact of all of the scenarios together has also been
considered, which is also a reasonable possible alternative.
No additional impairments have been identified under any of the sensitivity scenarios, including the
combination sensitivity scenario.
Management continues to monitor closely the performance of all investments in subsidiaries and consider
the impact of any changes to the key assumptions.
Section 7: Company financial statements continued
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Company financial statements continued

7.3.4 Financial instruments
Financial assets
2024
£m
Financial liabilities
2024
£m
Financial assets
2023
£m
Financial liabilities
2023
£m
Cash flow hedges 2.7 — — 1.2
Non-designated foreign exchange forwards
and swaps 2.7 0.5 1.6 3.8
Cross-currency interest rate swaps 13.0 0.8 14.5 0.9
18.4 1.3 16.1 5.9
Analysed as:
Current 16.1 0.5 1.2 1.6
Non-current 2.3 0.8 14.9 4.3
18.4 1.3 16.1 5.9
7.3.5 Deferred tax
2024
£m
2023
£m
Deferred tax included in the balance sheet is as follows:
Accelerated capital allowances 2.8 3.8
Tax losses 7.3 1.0
Other short-term timing differences (0.1) 7.0
10.0 11.8
7.3.6 Amounts receivable from and/or payable to subsidiary companies
Current Non-current
2024
£m
2023
£m
2024
£m
2023
£m
Amounts receivable from subsidiary
companies 1,927.0 2,213.9 98.3 56.4
Amounts due within one year are repayable on demand along with any accrued interest. Amounts due after
more than one year includes a subordinated loan given to its subsidiary company Capita Life & Pensions
Regulated Services Limited and other amounts not expected to be realised within the next 12 months.
Current Non-current
2024
£m
2023
£m
2024
£m
2023
£m
Amounts payable to subsidiary companies
1,628.9 1,810.4 — —
Amounts payable to subsidiary companies are repayable on demand together with any accrued interest.
7.3.7 Trade and other receivables
Current Non-current
2024
£m
2023
£m
2024
£m
2023
£m
Other debtors 0.4 0.3 — —
Other taxes and social security 1.9 1.3 — —
Prepayments 0.4 0.5 — —
2.7 2.1 — —
7.3.8 Trade and other payables
Current Non-current
2024
£m
2023
£m
2024
£m
2023
£m
Trade creditors 3.5 9.6 — —
Other creditors 0.5 0.4 0.2 0.3
4.0 10.0 0.2 0.3
7.3.9 Provisions
2024
£m
2023
£m
At 1January 4.2 4.8
Provisions in the year — —
Releases in the year — (0.6)
Utilisation (0.1) —
At 31December 4.1 4.2
The majority of the provisions relate to the claims and litigation provisions of £4.0m. Further detail on these
provisions can be found in note3.6 to the Group’s consolidated financial statements.
Section 7: Company financial statements continued
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7.3.10 Borrowings
2024
£m
2023
£m
Private placement loan notes - principal 104.3 103.4
Unamortised discount on debt issuance — —
Unamortised transaction costs on debt issuance (2.3) (3.9)
Total borrowings 102.0 99.5
Maturity analysis is as follows:
In more than 1 years but not more than 5 years 102.0 99.5
Falling due after more than 5 years — —
Total borrowings 102.0 99.5
The Company has guaranteed unsecured private placement loan notes as follows:
Interest rate
(%)
Principal
amounts
(m) Maturity
Private placement loan notes 8.000 USD 45.0 25 July 2026
Private placement loan notes 9.350 GBP 50.0 25 July 2026
Private placement loan notes 8.210 USD 23.0 25 July 2028
In June 2023, the Company extended the RCF to 31 December 2026 at £284m, reducing to £250m by
1January 2025 as a consequence of specified transactions. This was subsequently reduced to £250.0m on
23 January 2024 following receipt of proceeds from the Fera disposal. The RCF was not drawn upon at
31December 2024 (2023: undrawn).
Further detail on these facilities can be found in note4.2 to the Group’s consolidated financial statements.
7.3.11 Share capital
Disclosures about the share capital, share premium, and employee benefit trust shares of the Company
have been included in note4.6 to the Group’s consolidated financial statements.
7.3.12 Contingent liabilities
The Group has provided, through the normal course of its business, performance bonds and bank
guarantees totalling £24.7m of which the Parent Company has provided £8.1m (2023: £22.5m; Parent
Company £3.3m). On adoption of IFRS 17 the Group had the option to apply either IFRS 17 or IFRS 9 for
external debt guarantees, of which the Group elected to apply IFRS 9 for both the Group and the Parent
Company. The Group and the Parent Company accounts for performance guarantees under IAS 37 as they
do not meet the criteria to be recognised as an insurance contract.
7.3.13 Related-party transactions
In the following, amounts for purchases and sales are for transactions invoiced during the year inclusive of
VAT where applicable. All transactions are undertaken at arm’s length prices.
During the year, the Company sold goods/services in the normal course of business to Entrust Support
Services Limited (‘Entrust’) for £0.1m (2023: £0.1m), and purchased goods/services in the normal course of
business from Entrust for £nil (2023: £1.2m). At the balance sheet date, the net amount receivable from
Entrust was £nil (2023: £nil).
Fera Science Limited (‘Fera’) was sold on 17 January 2024. From 1 January 2024 to 17 January 2024, the
Company sold goods/services in the normal course of business to Fera for £0.6m (2023: £0.3m), and
purchased goods/services in the normal course of business from Fera for £nil (2023: £nil).
7.3.14 Pension costs
The Company operates a defined contribution pension scheme. The pension charge for this scheme for the
year was £0.6m (2023: £0.6m).
7.3.15 Share-based payments
The Company operates several share-based payment plans and details of the schemes are disclosed in
note5.1 of the Group’s consolidated financial statements.
The Group consolidated income statement recognised an expense for share-based payments in respect of
employee services received during the year to 31 December 2024 of £6.0m (2023: £5.5m), all of which
arose from equity-settled share-based payment transactions. After recharging subsidiary companies for
their participation in these transactions, the total Company expense in its income statement in respect of
share-based payments was £4.3m (2023: £3.1m).
Section 7: Company financial statements continued
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Company financial statements continued

Additional information
Section 8: Additional information
8.1 Shareholder information
In this section we have provided you with some key information to
manage your shareholding in Capita plc.
Useful websites
Capita (www.capita.com/investors)
Our corporate site is our main external communication channel
where we showcase our services, solutions and innovations from
across the Group. It also contains an investor section, where
institutional and private shareholders can access the latest
announcements, financial and statutory information and reports.
Contact us (www.capita.com/about-capita/contact-us)
Shareholder portal (www.capitashares.co.uk)
Capita’s register of shareholders is maintained by MUFG
Corporate Markets. Our shareholder portal is a secure online site
where you can manage your shareholding quickly and easily. You
can manage many aspects, such as viewing your holding,
updating contact details, managing dividend payments, requesting
to receive shareholder communications by email and registering.
To register you will need your investor code, which can be found
on your share certificate or dividend confirmation.
e-communications
Help us communicate with you in a greener, more efficient and
cost- effective way by switching from postal to email
communications, which means that we will notify you by email
every time a new shareholder communication has been placed on
the Capita website.
Registering for e-communications is straightforward. Go to our
shareholder portal www.capitashares.co.uk.
Managing your shareholding
We aim to communicate effectively with our shareholders, via our
website www.capita.com/investors. Shareholders who have
questions relating to the Group’s business or wish to receive
further hard copies of annual reports should contact Capita’s
investor relations team on +44 (0)772 016 9269 or email:
IRTeam@capita.com.
If you have any queries about your shareholding or dividend
payments please contact the Company’s registrar, MUFG
Corporate Markets:
MUFG Corporate Markets
10
th
Floor Central Square
29 Wellington Street Leeds
LS1 4DL
Email: shareholderenquiries@cm.mpms.mufg.com
Tel: +44 (0)371 664 0300 (Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom are charged at the applicable international rate.)
Lines are open 9.00am to 5.30pm, Monday to Friday excluding
public holidays in England and Wales.
Company contact details
Registered office
Capita plc
First Floor,
2 Kingdom Street,
Paddington, London, W2 6BD
Registered in England and Wales with registration number:
02081330
Investor Relations
IRTeam@capita.com
Director of Investor Relations – Helen Parris
Company Secretariat
secretariat@capita.com
Chief General Counsel and Group Company Secretary – Claire
Denton
Company advisers
Independent auditor KPMG LLP
Corporate brokers
Barclays Bank plc
Numis Securities Limited
Bankers
Barclays Bank plc Lloyds Bank plc
National Westminster Bank plc Citibank, N.A., London Branch
Standard Chartered Bank
Bank of China Limited, London Branch
ING Bank N.V., London Branch
Goldman Sachs International Bank
Corporate communications Brunswick
Registrars
MUFG Corporate Markets
In this section
8.1 Shareholder information
8.2 Alternative performance measures
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8.2 Alternative performance measures
The Group presents various alternative performance measures (APMs) because internally the performance of the Group is reported and measured on this basis. This includes key performance indicators (KPIs) such as
adjusted revenue, adjusted profit before tax, adjusted basic/diluted earnings per share, free cash flow excluding business exits, and gearing ratios. In general, the Board believes that the APMs are useful for investors
because they provide further clarity and transparency of the Group’s financial performance and are closely monitored by management to evaluate the Group’s operating performance to facilitate financial, strategic and
operating decisions.
These APMs should not be viewed as a complete picture of the Group’s financial performance which is presented in the reported results. The exclusion of certain items may result in a more favourable view when costs
such as acquired intangible amortisation, costs relating to the cyber incident in March 2023, expenses associated with the cost reduction programme and impairments of goodwill are excluded. These measures may not
be comparable when reviewing similar measures reported by other companies.
APM Closest equivalent IFRS measure Definition, Purpose and Reconciliation
Income statement
Adjusted revenue Revenue Calculated as revenue less any revenue relating to businesses that have been sold, or exited during the year or prior year; or, are in the process of being sold, or exited.
This measure of revenue is used internally in respect of the Group’s continuing business (being the Group’s continuing activities, which exclude business exits) and the Board
believes it is a good indication of ongoing performance.
The table below shows a reconciliation between reported and adjusted revenue, as well as adjusted revenue reduction:
2024 2023
Reported revenue per the income statement
£2,421.6m £2,814.6m
Deduct: business exits (note 2.2.1)
£(52.5)m £(238.8)m
Adjusted revenue
£2,369.1m £2,575.8m
Adjusted revenue (reduction)/growth
(8.0) % 1.1 %
Adjusted operating profit
Operating profit Calculated as reported operating profit excluding items determined by the Board to be outside underlying operations. These items are detailed in note 2.4.
A reconciliation of reported to adjusted operating profit is provided in note 2.4.
Adjusted operating margin
Operating margin Calculated as the adjusted operating profit divided by adjusted revenue.
This measure is an indicator of the Group’s operating efficiency.
The table below shows the components, and calculation, of adjusted operating margin:
2024 2023
Adjusted revenue
a
£2,369.1m £2,575.8m
Adjusted operating profit (note 2.4)
b
£95.9m £90.9m
Adjusted operating margin
b/a
4.0 % 3.5 %
Adjusted EBITDA No direct equivalent Calculated as adjusted operating profit for the last twelve months before: depreciation, amortisation and impairment of property, plant and equipment, intangible assets and right-
of-use assets; net finance costs; and the share of results in associates and losses on financial assets (other than those already excluded from adjusted operating profit).
The directors believe that adjusted Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) is a useful measure for investors because it is closely monitored by
management to evaluate Group and divisional operating performance.
This measure has been calculated pre and post the impact of IFRS16 to enable investors to understand the impact of the Group’s lease portfolio on adjusted EBITDA.
The table below shows the calculation of adjusted EBITDA:
Post IFRS16 Pre IFRS16
2024 2023 2024 2023
Adjusted profit before tax
£50.0m £40.9m £58.0m £41.4m
Add back: adjusted net finance costs (note 4.3)
£45.9m £50.0m £29.1m £31.8m
Add back: adjusted depreciation and impairment of property, plant and equipment (note 3.2)
£25.8m £30.7m £25.8m £30.7m
Add back: depreciation and impairment of right-of-use assets (note 3.5)
£42.2m £50.5m £—m £—m
Add back: adjusted amortisation and impairment of intangibles (note 3.3)
£22.2m £24.4m £22.2m £24.4m
Adjusted EBITDA
£186.1m £196.5m £135.1m £128.3m
Adjusted EBITDA margin
7.9 % 7.6 % 5.7 % 5.0 %
Section 8: Additional information continued
New APM in the year Definition updated in the year Comparatives re-presented
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Additional information continued

8.2 Alternative performance measures continued
APM Closest equivalent IFRS measure Definition, Purpose and Reconciliation
Income statement continued
Adjusted profit/(loss) before tax Profit/(loss) before tax Calculated as profit or loss before tax excluding the items detailed in note2.4, which include: business exits (trading results, non-trading expenses, and any gain/(loss) on
business disposal); acquired intangible amortisation; impairment of goodwill and acquired intangibles; costs of the cyber incident in March 2023; and expenses associated with
the cost reduction programme.
A reconciliation of reported to adjusted profit before tax is provided in note 2.4.
Adjusted profit/(loss) after tax
Profit/(loss) after tax Calculated as the above adjusted profit or loss before tax, less the tax expense on adjusted profit or loss.
The table below shows a reconciliation:
2024 2023
Adjusted profit before tax (note 2.4)
£50.0m
£40.9m
Tax on adjusted profit (note 2.6.1)
£(10.3)m
£(47.4)m
Adjusted profit/(loss) after tax
£39.7m £(6.5)m
Adjusted basic earnings per share Basic earnings per share Calculated as the adjusted profit or loss for the year after tax less non-controlling interests divided by the weighted average number of ordinary shares outstanding during the
year.
The Board believes that this provides an indication of basic earnings per share of the Group on adjusted profit after tax.
For the calculation of adjusted basic earnings per share refer to note 2.7.
Adjusted diluted earnings per
share
Diluted earnings per share Calculated as the adjusted profit or loss for the year after tax less non-controlling interests divided by the weighted average number of ordinary shares outstanding during the
year plus the weighted average number of ordinary shares that would have been issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.
The Board believes that this provides an indication of diluted earnings per share of the Group on adjusted profit after tax.
For the calculation of adjusted diluted earnings per share refer to note 2.7.
Cash flows and net debt
Cash flows generated/(used) by
operations excluding business
exits
Cash generated/(used) by
operations
Calculated as the cash flows generated from operations excluding the items detailed in note2.9.2 which includes: business exits (trading results, non-trading expenses) and
pension deficit contributions which have been triggered by disposals.
A reconciliation of reported to cash generated/(used) by operations excluding business exits is provided in note2.9.2.
Free cash flow and free cash flow
excluding business exits
Net cash flows from
operating activities
Free cash flow is calculated as cash generated from operations after: capital expenditure; income tax and interest; and the proceeds from the sale of property, plant and
equipment and intangible assets; and the capital element of lease payments and receipts. Free cash flow excluding business exits has the same calculation but is excluding the
impact of business exits.
Free cash flow and free cash flow excluding business exits are measures used to show how effective the Group is at generating cash and the Board believes they are useful for
investors and management to measure whether the Group is generating sufficient cash flow to fund operations, capital expenditure, non-lease debt obligations, and dividends.
A reconciliation of net cash flows from operating activities to free cash flow and free cash flow excluding business exits and a reconciliation of free cash flow to free cash flow
excluding business exits are provided in note 2.9.2.
Section 8: Additional information continued
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8.2 Alternative performance measures continued
APM Closest equivalent IFRS measure Definition, Purpose and Reconciliation
Cash flows and net debt continued
Operating cash flow and
operating cash conversion
No direct equivalent Operating cash flow calculated as reported/adjusted EBITDA less working capital and non-cash and other adjustments excluding business exits, pension deficit contributions, cyber
incident and cost reduction programme.
Operating cash conversion calculated as operating cash flow divided by adjusted EBITDA.
The Board believes that this measure is useful for investors because it is closely monitored by management to evaluate the Group’s operating performance and to make financial,
strategic and operating decisions.
Reported Excluding business exits
2024 2023 2024 2023
Operating (loss)/profit
£(9.9)m £(52.0)m £95.9m £90.9m
Depreciation (note 2.9)
£66.5m £79.5m £66.4m £77.9m
Amortisation of intangible assets
£23.4m £29.3m £21.6m £23.5m
Impairment of assets held-for-sale (note 2.9)
£0.0m £18.1m £0.0m £0.0m
Impairment of non-current assets
£86.2m £69.6m £2.2m £4.2m
EBITDA
a
£166.2m £144.5m £186.1m £196.5m
Add back: EBITDA element of cyber incident and cost reduction programme
£28.7m £63.8m £0.0m £0.0m
Trade and other receivables (note 2.9)
£16.4m £(30.1)m £18.3m £(4.1)m
Non-recourse trade receivables financing (note 2.9)
£(11.8)m £(9.2)m £(11.8)m £(9.2)m
Trade and other payables (note 2.9)
£(65.2)m £(8.5)m £(60.6)m £(5.5)m
Deferred income (note 2.9)
£(33.2)m £(77.4)m £(46.4)m £(80.5)m
Contract fulfilment assets (non-current) (note 2.9)
£(5.4)m £5.0m £(5.5)m £(0.3)m
Add back: Working capital element of cyber incident and cost reduction programme
£0.4m £(8.1)m £0.4m £(8.1)m
Working capital
£(70.1)m £(64.5)m £(105.6)m £(107.7)m
Share-based payment expense (note 2.9)
£6.0m £5.5m £6.0m £5.5m
Employee benefits (note 2.9)
£8.5m £7.7m £8.5m £7.7m
Loss on sale of property, plant and equipment and intangible assets (note 2.9)
£1.7m £0.7m £1.7m £0.7m
Amendments and early terminations of leases (note 2.9)
£(6.8)m £3.0m £(6.8)m £3.0m
Movement in provisions (note 2.9)
£(31.2)m £23.0m £(29.9)m £15.7m
Other contributions into pension schemes (note 2.9)
£(8.4)m £(9.2)m £(8.4)m £(9.2)m
Non-cash element of cyber incident and cost reduction programme
£20.4m £(29.5)m £20.4m £(29.5)m
Non-cash and other adjustments
£(9.8)m £1.2m £(8.5)m £(6.1)m
Operating cash flow b
£86.3m £81.2m £72.0m £82.7m
Operating cash conversion
b/a
51.9 % 56.2 % 38.7 % 42.1 %
Section 8: Additional information continued
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Additional information continued

8.2 Alternative performance measures continued
APM Closest equivalent IFRS measure Definition, Purpose and Reconciliation
Cash flows and net debt continued
Available liquidity No direct equivalent Calculated as the sum of any undrawn committed facilities and the net cash, cash equivalents net of overdrafts, less any restricted cash. Restricted cash is defined as any cash held
that is not capable of being applied against consolidated total borrowings (inclusive of cash required to be held under FCA regulations and cash represented by non-controlling
interests).
2024 2023
Revolving credit facility (RCF) (note 4.5.2b)
£250.0m £260.7m
Less: drawing on committed facilities (note 4.5.2b)
— —
Undrawn committed facilities
£250.0m
£260.7m
Cash and cash equivalents net of overdrafts (note 4.5.4)
£191.4m
£67.6m
Less: restricted cash (note 4.5.4)
£(44.2)m £(46.0)m
Available liquidity
£397.2m £282.3m
Net debt Borrowings, cash, derivatives,
lease liabilities and deferred
consideration
Calculated as the net of the Group’s: cash, cash equivalents and overdrafts; private placement loan notes; other finance; currency and interest rate swaps; lease liabilities; and
deferred consideration.
The Board believes that net debt enables investors to see the economic effect of debt, related hedges and cash and cash equivalents in total and shows the indebtedness of the Group.
The calculation of net debt is provided in notes 2.9.3 and 4.1.1
Net financial debt (pre-
IFRS 16)
No direct equivalent Calculated as the sum of the Group’s: cash, cash equivalents and overdrafts; the fair value of the Group’s private placement loan notes; other loan notes; and deferred consideration.
The Board believes that this measure of net debt allows investors to see the Group's net debt position excluding its IFRS 16 lease liabilities.
2024 2023
Net debt (note 4.1.1)
£415.2m £545.5m
Remove: IFRS16 impact (note 4.4)
£(348.7)m £(363.4)m
Net financial debt (pre-IFRS 16)
£66.5m £182.1m
Gearing: net debt to
adjusted EBITDA ratio
No direct equivalent This ratio is calculated as net debt divided by adjusted EBITDA over a rolling twelve month period including business exits not yet completed at the balance sheet date.
The Board believes that this ratio is useful because it shows how significant net debt is relative to adjusted EBITDA.
This measure has been calculated including and excluding the impact of IFRS16 leases on EBITDA and net debt because the Board believes this provides useful information to
enable investors to understand the impact of the Group’s lease portfolio on its gearing ratio.
The table below shows the components, and calculation, of the net debt / net financial debt (post and pre IFRS 16) to adjusted EBITDA ratio:
Post IFRS 16 Pre IFRS 16
2024 2023
1
2024 2023
1
Adjusted EBITDA
£186.1m £214.6m £135.1m £146.2m
EBITDA in respect of business exits not yet completed
£(7.7)m £8.2m £(7.7)m £8.2m
Adjusted EBITDA (including business exits not yet completed)
£178.4m £222.8m £127.4m £154.4m
Net debt/net financial debt
£415.2m £545.5m £66.5m £182.1m
Net debt/net financial debt to adjusted EBITDA ratio
2.3x 2.4x 0.5x 1.2x
1. To ensure consistent presentation of the ratios between years, the 2023 comparatives have not been restated.
Section 8: Additional information continued
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8.3 Covenants
The below measures are submitted to the Group’s lenders and the directors believe these measures provide a useful insight to investors. The 31December 2023 comparatives have not been re-presented because they
are not required to be re-presented for covenant purposes.
2024 2023 Source
Covenants
Adjusted operating profit
1
£95.9m £106.5m Line information in note 2.4
Add back: covenant adjustments
2
and amortisation £54.1m £64.1m
Adjusted EBITA a1 £150.0m £170.6m
Less: IFRS16 impact £(8.8)m £(17.7)m
Adjusted EBITA (excluding IFRS16) a2 £141.2m £152.9m
Adjusted EBITA £150.0m £170.6m Line item above
Add back: covenant adjustments
3
and depreciation £55.8m £70.9m
Covenant calculation – adjusted EBITDA b1 £205.8m £241.5m
Less: IFRS 16 impact £(51.1)m £(68.4)m
Covenant calculation – adjusted EBITDA (excluding IFRS16) b2 £154.7m £173.1m
Adjusted EBITA (US PP covenants) a3 £150.0m £162.4m Adjusted for difference in exceptional items treatment
Adjusted EBITDA (US PP covenants) b3 £205.8m £233.3m Adjusted for difference in exceptional items treatment
Adjusted interest charge £(45.9)m £(50.0)m Line information in note 4.3
Add back: covenant adjustments
4
£2.0m £3.8m
Borrowing costs c1 £(43.9)m £(46.2)m
Less: IFRS 16 impact £16.8m £18.2m
Borrowing costs (excluding IFRS16) c2 £(27.1)m £(28.0)m
5.1 Interest cover (US PP covenant) a3/c2 5.5x 5.8x Adjusted EBITA/Borrowing costs with adjusted EBITA including the impact of IFRS 16 and the borrowing costs
excluding the impact of IFRS 16. Minimum permitted value of 4.0
5.2 Interest cover (other financing agreements) a2/c2 5.2x 5.5x Adjusted EBITA/Borrowing costs with both variables excluding IFRS 16. Minimum permitted value of 4.0
Net debt £415.2m £545.5m Line information in note 2.9.3
Add back: covenant adjustments
5
£44.2m £53.2m
Less: IFRS 16 impact £(348.7)m £(363.4)m
Covenant calculation - adjusted net debt (excluding IFRS16) d1 £110.7m £235.3m
6.1 Adjusted net debt to post IFRS 16 adjusted EBITDA
ratio (US PP covenant)
d1/b3 0.5x 1.0x
Adjusted net debt/adjusted EBITDA with adjusted net debt excluding the impact of IFRS 16 and adjusted EBITDA
including the impact of IFRS 16. Maximum permitted value of 3.0
6.2 Adjusted net debt to adjusted EBITDA ratio (other
financing agreements)
d1/b2 0.7x 1.4x Adjusted net debt/adjusted EBITDA with both variables excluding IFRS 16. Maximum permitted value of 3.0
1. Adjusted operating profit excludes items that are separately disclosed and considered to be outside the underlying operating results for the particular period under review and against which the Group’s performance is assessed.
2. Covenant adjustments include adjustments for business exits, exceptional costs, share-based payment and pension adjustments, and removal of profits owned by minority interests.
3. Covenant adjustments include adjustments for depreciation and earnings related to disposed entities.
4. Covenant adjustments include adjustments for interest income and interest expense.
5. Covenant adjustments include adjustments relating to restricted cash and cash in businesses held-for-sale.
Section 8: Additional information continued
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Additional information continued

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Capita plc Annual Report and Accounts 2024
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