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Final Results for the year ended 31 December 2025

21st May 2026 07:00

RNS Number : 1639F
Helios Underwriting Plc
21 May 2026
 

 

21 May 2026

Helios Underwriting plc

 

("Helios" or the "Company")

 

Final results for the year ended 31 December 2025

Strong growth in NAV, operating profits and total shareholder returns

 

Helios Underwriting, the only publicly traded company offering instant access to a diverse portfolio of syndicates at Lloyd's of London, the world's largest insurance market, announces its audited financial results for the year ended 31 December 2025.

 

Key financial and operational highlights

· Net asset value (NAV) total return of 12.3% (including 10p dividend). NAV per share increased to £2.63 (2024: £2.43)

· Dividend and total return of capital of 20 pence per share in 2025 (2024: 12 pence), with further proposed 20p return to during 2026, subject to shareholder approval, comprising a 7p base dividend and 3p special dividend and 10p returned via share buybacks and/or tender offer.

· Profit before tax £20.5m (2024: £20.9m)

· Capacity portfolio for 2025 £467.4m (2024: £495.9m),

· Launched a share repurchase programme in April 2026 to return up to a maximum aggregate amount £2,000,000 to the Company's shareholders

· Simplified the business through the reduction of live go forward corporate members supporting the 2026 underwriting year of account, reducing leverage and financing costs by £3.7m

 

Louis Tucker, Chief Executive Officer, commented:

"I am delighted to announce my first set of full-year results as CEO of Helios. During the period, we delivered material growth in NAV driven by strong operating profits, resulting in another increase in total shareholder returns.

While market conditions remained robust, the period was marked by a moderation in the rating environment. As we enter this next phase of the cycle, we will continue to actively manage the portfolio to reflect changing market conditions.

In addition to our portfolio composition, we are taking measures to simplify the business, reducing both operating costs as well as gearing, and we remain focused on realising further operational efficiencies. With a refreshed team now firmly in place and the refinement of our data-led approach, I am confident that with our truly differentiated proposition we are well positioned to continue outperforming the market over the long term, delivering attractive returns for shareholders."

 

For further information, please contact:

Helios Underwriting plc

Louis Tucker - Chief Executive Officer +44 (0)203 965 6441 

Adhiraj Maitra - Director of Finance and Operations

 

Peel Hunt LLP (Nominated Adviser, Joint Broker and Financial Adviser)

Dan Webster / Andrew Buchanan / Martin Frowde +44 (0)207 418 8900

 

Singer Capital Markets (Joint Broker)

Charles Leigh-Pemberton / Russell Cook / James Todd +44 (0)207 496 3000

 

FTI Consulting

Ed Berry +44 (0)7703 330 199

Christian Harte +44 (0)7974 288 763

 

About Helios

Helios provides a limited liability direct investment into the Lloyd's insurance market and is quoted on the London Stock Exchange's AIM market (ticker: HUW). Helios trades within the Lloyd's insurance market. The portfolio provides a broad spread of business primarily participating in the US and other international wholesale and reinsurance markets. For further information please visit www.huwplc.com

 

Chairman's Statement

Increased cash flow enhancing shareholder returns John Chambers, Non-Executive Chairman

"The portfolio is well-diversified, underpinned by disciplined allocation across strongly-performing syndicates, geographies and classes of business."

In my role as Non-Executive Chair for Helios, I'm happy to report a busy and successful year for Helios, during which it has continued to support a well-diversified, strongly performing portfolio of syndicates, acquired Limited Liability Vehicles, controlled costs and announced a new leadership team.

Helios is the only quoted Lloyd's investment vehicle offering simple, cost-efficient access to the Lloyd's market, which reported an excellent 2025 with a low number of major catastrophe losses - the only significant headwind to performance being the weaker US Dollar.

As a cyclical market, rating levels in most classes of insurance have peaked for the current cycle but remain at adequate levels. Returns have been boosted by good levels of investment income relative to previous years. In addition, the established syndicates in the Helios portfolio are better reserved and well positioned to weather the cycle.

Key Board priorities over 2025

Diversification is the driving force of our portfolio and ultimately Helios' returns. Over 2025, immediate priorities were to complete portfolio remediation and derisk the business. Helios strategically targeted established and profitable syndicates with a higher proportion of freehold capacity to increase long-term sustainability. The portfolio is now well-diversified, underpinned by disciplined allocation across strongly-performing syndicates, geographies and classes of business. No single class dominates exposure, allowing premium income to cover losses from a major event. This has continued to position Helios favourably relative to the Lloyd's market.

Helios has also improved its risk profile through ceding a larger proportion of capacity to a diverse pool of co-investors, thereby reducing gearing. The resulting fee income will help to offset a significant part of its operating costs, as well as increasing value for shareholders by developing a more long-term sustainable structure.

Strengthening the Board and leadership team

Helios has an exceptional leadership team to take it forward in its next stage of growth, operating under the guidance and leadership of Louis Tucker, who joined in October 2025 as CEO. Louis is a huge asset to Helios: through his experience of managing syndicates, he has a deep insight into diverse classes of insurance. Louis will support the Board in engaging with investors on how Helios sits within an investment portfolio - without having to negotiate any of the traditional, complex routes to investing in the Lloyd's market. I was also delighted to announce the promotions of Adhiraj Maitra to Director of Finance and Operations and Jen Tan to Chief Underwriting Officer in 2025.

Louis and Adhiraj have both joined the Board in an executive capacity, together with Joanna Parsons, who joins as a Non-Executive Director. Joanna has over 25 years of experience spanning strategic and equity analysis, M&A, capital raising, ESG and financial oversight within regulated environments and will support Helios in sharpening its message and value proposition to potential investors. Helios now has a strong Executive team that is in control of the day-to-day running of the business and is facing the future with confidence.

Board engagement

We are seeing growing investor interest in Lloyd's as a complementary asset class within a diversified investment strategy. Over 2025, together with the Board, I have enjoyed engaging with existing and potential shareholders. In October, Helios held its first Capital Markets Day, taking the opportunity to give the investors a deeper insight into accessing Lloyd's market, using Helios as a vehicle. I am delighted that Helios has welcomed new co-investors, who have made the most of the opportunity to access an established Lloyd's portfolio with some of the best syndicates in the market that have a consistent track record of profitability.

Shareholder returns

The Board remains focused on maximising long-term shareholder value, rewarding shareholders through dividends and capital returns, while maintaining a strong balance sheet and sufficient working capital to support its LLV acquisition strategy. Helios returned a total dividend of 10.0p and a further 10.0p via a Tender Offer in 2025. A similar level of return is planned for the current year including a total 10p dividend payable in July. Our change of accounting policy last year to that of an investment company, has increased our transparency and brought NAV to forefront as a KPI. Going forward, closing the discount to NAV will be a key target, enabling us to raise new capital more easily.

Future opportunities

The Board remains focused on disciplined capital allocation and maintaining a diversified and resilient portfolio. With a good uplift in NAV, steady improvement in open year profit estimates, focus on driving capital efficiency and substantial projected cash flow, Helios is confident that it will continue to build shareholder returns.

The combination of a highly experienced leadership team and significant opportunities in the Lloyd's market positions Helios well for the next stage of its development. On behalf of the Board, I would like to thank our shareholders for their continued support and my colleagues for their contribution during the year.

We look forward to building on this momentum in the year ahead.

John Chambers

Non-Executive Chairman

 

 

Chief Executive Officer's Statement

Effective governance underpins strategic growth

Louis Tucker, Chief Executive Officer

Helios is effectively a single listed Corporate Member backed by multiple shareholders. Not only can this single large corporate member provide economies of scale and diluted operating costs but it can also be invested in or divested out of by buying or selling shares on AIM via any stockbroker or investment platform."

 

2025 Highlights

Freehold capacity share

46.6%

(2025: 38.5%)

 

Total return to shareholders

20.0p

(2024: 12p)

 

Why did I join Helios?

After 20 years working in Lloyd's market underwriting businesses, I moved to Helios at the end of last year because I am a firm believer in the Lloyd's market as an asset class and I recognised Helios as uniquely positioned to provide simple, efficient access to this asset class.

I feel very fortunate to be working with the strong team we have here at Helios and I am confident that the combination of a highly experienced Board and a data-driven, highly analytical team will mean that Helios will continue to outperform the Lloyd's market in much the same way as it has in the past ten years.

Why is Helios uniquely positioned?

Helios' unique nature isn't just the fact that it is the only publicly quoted investment vehicle investing in Lloyd's but more the fact that its portfolio of syndicates has been carefully curated over the past 15 years. The 2026 portfolio is made up of 37 syndicates and has a capacity of £467.4m, of which 46.6% is freehold capacity. It would be very difficult for an investor to replicate this portfolio in any meaningful way because there is a shortage of freehold capacity available in the auctions and because the better performing syndicates have already filled their quota for third party capital.

This barrier to entry is why Helios is uniquely positioned.

How does Helios provide simple, efficient access to the Lloyd's Market?

The unfortunate reality is that the traditional route for investing in Lloyd's is not straightforward. Typically, investors would have to set up and own an investment vehicle known as a Corporate Member which would then provide regulatory capital to Lloyd's in exchange for a share of the profits or losses of the syndicates it is participating on. The Corporate Member would then be managed by a Members' Agent who would charge fees and profit commission. This structure is complex, time consuming and not without cost. It comes with a minimum investment timespan of 4 years and is really only suited to institutions or ultra-high net worth individuals.

Market Environment

The rating environment has been strong in recent years, and this has translated into a robust profit pipeline with the 2023 and 2024 years of account having performed well, despite 2024 being a catastrophe-prone year. 2025 year of account is currently looking to follow this trend even with potential losses from the Iran war.

Although rating levels have now peaked in most areas, market conditions remain supportive, with pricing adequacy still evident in many classes. As we inevitably enter the next cycle, we are positioning the portfolio more defensively, increasing our exposure to established syndicates with proven track records while reducing allocations to newer or less tested platforms.

The length and breadth of experience we have in the Helios team allows us to recognise those syndicates who perform better in a hard market and conversely those syndicates who outperform in a soft market.

Our priorities are clear: protect and enhance the quality of the underwriting portfolio; maintain disciplined capital allocation; strengthen operational infrastructure and data capability. Together, these actions position Helios to navigate changing market conditions while continuing to deliver attractive shareholder returns.

Outlook

Looking ahead, the insurance cycle is likely to moderate. As markets soften, returns on capital will naturally reduce. Our focus, therefore, is on cycle management: maintaining underwriting quality, reducing the expense ratio, and, where appropriate, lowering leverage.

 

Since joining Helios in October last year, we have been able to simplify the business by reducing the number of active corporate members supporting the 2026 year of account. This restructuring has had immediate operating cost benefits which will become more material by the time we enter the 2028 year of account as the legacy corporate members run off. Capital efficiencies because of the restructure have also enabled the business to de-lever reducing financing costs by £1.4m.

 

I am optimistic about the future. Risk adjusted rates are off but still well above where rates were in financial year 2019 where the market had a 102.1% net combined ratio but still produced an 8.8% return on capital. The strong investment returns we are currently experiencing will play a material part of the next cycle and my sense is that the market is better placed than ever to calibrate the risks and maintain underwriting discipline.

 

We operate a unique business model within Lloyd's, built on expertise, patience and careful selection rather than scale for its own sake. By adhering to these principles and managing the cycle sensibly, I am confident we can continue to outperform the market over the long term and create sustainable value for our shareholders.

Last year we initiated a staff investment vehicle so that the Helios management team get the upside or downside of participating on the Helios portfolio. To maintain underwriting discipline through the cycle and better align ourselves with our shareholders it is important that we "eat our own cooking".

 

I would like to thank our shareholders, partners and colleagues for their support, and I look forward to reporting further progress over the year ahead.

 

Louis Tucker

Chief Executive Officer

 

 

Financial Analysis

Building momentum: 2025 financial performance overview

 

Key financial highlights

· Improvement in NAV

· Reduction in expense and gearing

· Realisation of profits from 2022 YOA and finalisation of 2023 YOA profits

· Streamlined corporate member structure for future efficiencies

 

2025

2024

NAV (£'000)

180,279

173,116

NAV per share

£2.63

£2.43

Profit before tax (£'000)

20,547

20,929

Total cost (£'000)

15,637

22,151

Dividend per share paid

10p

6p

Total shareholder returns (including dividends)

20p

12p

 

2025 was a year of continued growth - NAV per share grew every quarter, our pipeline profits strengthened, and we returned 20p per share to shareholders. The three-year accounting rule at Lloyd's gives us a clear view into future cashflows, and what we see ahead gives us confidence. We have strengthened our balance sheet, reduced gearing, and positioned the business for sustainable future returns."

 

Adhiraj Maitra, Director of Finance and Operations

 

Key financials

 

Total cost reduction

29.4%

 

Profit before tax

£20.5m

(2024: profit of £20.9m)

 

Overview

2025 was an excellent year financially and operationally - delivering strong returns to shareholders, optimisation of the capacity portfolio and better management of risks to the business.

 

The business successfully transitioned to the new accounting principles in financial year 2024, focusing on NAV as a key metric. NAV per share increased every quarter, driven by steadily improving underwriting results.

 

Financial highlights

The 2026 year of accounts ("YOA") portfolio has a capacity of £467.4m for the 2026 YOA and whilst the rating environment has moderated technical pricing remains robust. The recognised pipeline profits for 2024 and 2025 YOA have increased.

 

2025 also saw further reductions to operating expenses and reduced gearing. Some of the key metrics and their drivers are outlined later in this section.

 

A more conservative approach to tax provisioning and pipeline profit recognition was adopted in 2025, with profits before tax of £20.5m reflecting strong underlying underwriting performance.

A 25% tax provision has been applied across all recognised profits.

 

Shareholder returns

During 2025 we returned a total of 20.0p/£14.2m to the shareholders through a combination of dividends, and Tender Offer. Details in the table below.

 

The Board has proposed a 20p return to shareholders during 2026, comprising a 7p base dividend and 3p special dividend. The remaining 10p will be returned through a combination of share buybacks and/or tender offer.

 

The overall distribution to shareholders reflects the growth in underwriting profits received from Lloyd's and the proceeds from the sale of capacity at recent auctions. The Company received £23.7m (net of reinsurance) from the 2022 year of account in May 2025.

 

Profits (net of reinsurance) of approximately £40.0m, from the 2023 year of account, distributed by Lloyd's in May 2026 will be utilised to further reduce gearing and return capital to shareholders.

 

Shareholder returns

2026

2025

£m

pence per

share

£m

pence per

share

Share buyback / tender offer

6.8

10

7.1

10

Base dividend

4.8

7

4.3

6

Special dividend

2.1

3

2.8

4

Total

13.7

20

14.2

20

 

 

Accounting methodology

 

Fair Value ("FV") IFRS 10 approach adopted in 2024

· Transparent and consistent framework for NAV growth

· Aligns reporting for investors in the Lloyd's market

 

Greater transparency for investors

· NAV being reported more frequently and consistently

· The treatment of pipeline profits and capacity values is more transparent

· A clearer view of Helios' underlying portfolio performance

 

Fair value accounting

Syndicate profits net of tax

Capacity values independent valuation of movement in freehold capacity

Expenses

 

Net asset value (NAV)

NAV is a key performance indicator for Helios. NAV per share, after paying a 10p dividend, increased to £2.63 in 2025, from £2.43 in 2024. This was primarily driven by an increase in pipeline profit for the open years, supported by gains from auction activity in October 2025.

 

NAV per share

31 December 2025

31 December 2024

Notes

£'000

£'000

Total net assets (net of dividends)

180,279

173,116

Shares in issue

13

68,486

71,343

NAV per share (£)

2.63

2.43

 

The key drivers of the NAV figure are as follows:

 

· Recognised profits from the 2023, 2024 and 2025 years of account. It should be noted that the profits recognised at year-end 2025 are derived principally from the 2024 year of account, which was affected by a series of significant catastrophe events, including Hurricanes Helene and Milton, the collapse of the Baltimore bridge, and Los Angeles wildfires. Despite a higher-than-average incidence of catastrophe losses, the 2024 year of account is projected to deliver a positive return, reflecting the strong rating adequacy across the market

· Changes to the value of the freehold capacity and realised gains from freehold capacity sales

· Reduced expenses through lower financing and operating costs

 

Strengthening cashflow and corporate restructuring has enabled the business to de-lever in 2025.

 

Recognised profit

Under Lloyd's three-year accounting rule, each year of account realises its profits after three years and closes any unexpired liabilities into the next open year of account.

 

Following changes to Lloyd's reporting requirements, we developed a methodology for quarterly profit recognition over the three-year cycle. We have recognised 100.0% profits for the 2023 YOA, 90.0% of the 2024 YOA and 25.0% of the 2025 YOA. Details of the pipeline profit methodology are set out in the H1 2025 report. The recognition factors are illustrated in the graph below, with the area above the curve representing the proportion of profits yet to be recognised across the open years of account.

 

Capacity value

The Helios portfolio for 2026 year of account includes 46.6% of freehold capacity which gives the right to participate on the syndicate to perpetuity. Many of the established syndicates with a good track record through the underwriting cycle are usually available on freehold capacity.

 

The value of freehold capacity is recognised as an asset on the balance sheet. Valuation is primarily based on the weighted average of prices at the most recent Lloyd's auctions adjusted to reflect our assessment of fair value based on an independent five-year discounted cashflow model.

 

At year-end 2025, the fair value estimate was 8.5% lower than the weighted average auction value ("WAV") vs a fair value estimate of 10.0% lower than WAV at year end 2024 which reflects the drop in the WAV in the period. It should be noted that the fair value estimate can be lower or higher than the WAV as the auction pricing is volatile due to low trading volumes.

 

In line with the risk management framework, stress tests were conducted on the model to assess the impact of this approach on NAV per share. A 10% change in the fair value of freehold capacity produces an impact of between 3.4% and 3.8% on NAV per share. Key results are set out in the scenario analysis table below.

 

Tokio Marine Kiln's offer, which was higher than our estimated fair value, for syndicate 510 was accepted during the year, converting freehold capacity (£15.3m) to £7.7m of cash (net of tax), which was accretive to our NAV. We also bought capacity for the Fidelis and Convex syndicates in the 2025 auctions as the auction price was lower than our estimated fair value.

 

 

31 December 2025

(£m)

31 December 2024

(£m)

Freehold capacity value

70.4

75.8

Fair value of freehold capacity

64.5

68.2

 

Scenarios

 

Capacity value

(£m)

 

NAV per share

(£)

Current value

64.5

2.63

Decrease of 10%

58.0

2.54

Increase of 10%

70.9

2.73

 

Debt financing

The $75m unsecured Loan Note issued in December 2023 was amended in December 2025 to allow early repayment over 3 years instead of a single repayment in 2030. This debt used as Funds at Lloyd's to support underwriting on the 2024, 2025 and 2026 underwriting years. The net annual interest cost, after investment income, is £4.1m.

 

Expenses

Total costs reduced by 29.4% in 2025, with financing costs decreasing by 31.7%, driven primarily by the non-renewal of the stop loss cover and a reduction in excess of loss cover, as set out in the table below.

 

2025

2024

HUW

Syndicate

HUW

Syndicate

PLC

Participations

Total

PLC

Participations

Total

£'000

£'000

£'000

£'000

£'000

£'000

Unsecured Loan Note

6,469

-

6,469

6,063

-

6,063

Portfolio stop loss

-

-

-

-

3,506

3,506

XOL costs

-

1,444

1,444

-

2,014

2,014

Operating costs*

7,452

1,642

9,094

8,501

1,636

10,137

Profit/Loss on exchange

(4,029)

2,659

(1,370)

505

(74)

431

Total costs

9,892

5,745

15,637

15,069

7,082

22,151

 

* Operating costs (2025) £'000: Operating expenses (6,811) + other expenses (641)

Operating costs (2024) £'000: Operating expenses (7,756) + other expenses (1,250)

Operating costs for 2024 was reported as £9,006 , including profit/loss on exchange, represented in the table above.

Refer to Note 7 for details on operating expenses

 

We continue to reduce our gearing. Excess of loss cover was not renewed for the corporate members that entered into run-off in 2025.

 

The 2025 unsecured loan note costs incorporate a one-off amendment payment of $500k. At the PLC level, operating costs decreased by 12%, from £8.5m to £7.5m. The foreign exchange gain or loss reflects the impact of currency movements on the loan note at PLC level and on the FAL at subsidiary level. The total reduction in cost is 29.4%.

 

Further expense reductions are planned in the next two years. A key driver is the streamlining of the corporate member structure leading to a significant reduction in Lloyd's expenses.

 

As part of our ongoing commitment to operational efficiency, we completed a significant consolidation of Helios-managed corporate members at the end of 2025. By reducing the corporate member count by more than 20 and unifying our 2026 year of account underwriting strategy into a single corporate member, we have positioned the business to achieve further cost savings across Lloyd's and related expenses over the next two years.

 

Gearing

Gearing, measured as the ratio of retained capacity to net tangible assets, was elevated in the 2024 year of account, reflecting our strategic decision to grow into the hardening market and retain the majority of that growth. Over the subsequent two years, we have focused deliberately on reducing gearing and de-risking the balance sheet. By year-end 2025, the gearing ratio had decreased by 40.6%, driven by a number of targeted actions. For the 2026 year of account, we reduced our retention to 46.4%, both to lower the gearing ratio directly and to manage our capital position - the impact of the growth in capacity in 2024 and 2025 is feeding through to a higher Economic Capital Assessment ("ECA") as the years of account develop. Reducing retention provided an effective lever to address this.

 

In parallel, we strengthened our net tangible assets, further improving the quality and resilience of our balance sheet. Together, these measures have positioned the business more conservatively ahead of a softening rating environment, ensuring we remain well-capitalised and appropriately leveraged as market conditions evolve.

 

Gearing ratio 2024-2026

 

Definition of gearing

The gearing ratio is calculated as the ratio of retained capacity of the youngest year of account to net tangible assets at the start of the calendar year.

 

Ratio of retained capacity to net tangible assets (net assets excluding capacity value)

 

Statement of Income

Year ended 31 December 2025

 

Note

31 December 2025

£'000

31 December 2024

£'000

Income

Interest income

1,049

1,273

Dividend income

69

-

Net gains on financial assets at FVTPL

6

29,132

34,512

Other income

189

212

Total income

30,439

35,997

Expenses

Operating expenses

7

(6,811)

(7,756)

Interest expense

(6,469)

(6,063)

Other expenses

(641)

(1,249)

Total expenses

(13,921)

(15,068)

Operating profits

16,518

20,929

Foreign exchange movements

7

4,029

-

Net profit before income tax

20,547

20,929

Income tax (charge)/credit

10, 11

-

(2,354)

Net profit for the year after tax

20,547

18,575

Basic EPS

15

29.0

25.6

Diluted EPS

15

27.7

24.5

The notes are an integral part of these Financial Statements.

Statement of Financial Position

At 31 December 2025 - Company number: 05892671

 

 

Note

 

31 December 2025

£'000

 

31 December 2024

£'000

Assets

Equity investments at FVTPL

8

182,244

151,917

Due from related parties

16

37,797

62,048

Other debtors

110

110

Cash and cash equivalents

9

28,990

28,935

Total assets

249,141

243,010

Liabilities

Borrowings

12

54,336

58,457

Due to related parties

10,313

6,881

Other creditors

144

106

Accruals and other payables

4,069

4,450

Total liabilities

68,862

69,894

Equity

Share capital

13

7,522

7,811

Treasury shares

13

(8,265)

(8,265)

Share premium

13

99,240

98,882

Other reserves

14

1,430

786

Retained earnings

80,352

73,902

Total equity

180,279

173,116

Total liabilities and equity

249,141

243,010

The Financial Statements were approved and authorised for issue by the Board of Directors on 20 May 2026, and were signed on its behalf by:

Louis Tucker

Chief Executive Officer

20 May 2026

The notes are an integral part of these Financial Statements.

 

 

Statement of Changes in Equity

Year ended 31 December 2025 - Company number: 05892671

 

Share capital

Treasury shares

Share premium

Other reserves

Retained earnings

Total equity

Note

£'000

£'000

£'000

£'000

£'000

£'000

At 1 January 2025

7,811

(8,265)

98,882

786

73,902

173,116

Company buy back of ordinary shares

-

-

-

-

-

-

Share issue net of transaction costs

 

16

 

-

 

358

 

644

 

-

 

1,018

Reduction of shares

(305)

-

-

-

(6,959)

(7,264)

Net profit/(loss) for the year

-

-

-

-

20,547

20,547

Dividends paid

-

-

-

-

(7,138)

(7,138)

At 31 Dec 2025

7,522

(8,265)

99,240

1,430

80,352

180,279

At 1 January 2024

7,795

(3,736)

98,596

300

59,746

162,701

Company buy back of ordinary shares

 

-

 

(4,529)

 

-

 

-

 

-

 

(4,529)

Share issue net of transaction costs

 

16

 

-

 

286

 

486

 

-

 

788

Net profit/(loss) for the year

-

-

-

-

18,575

18,575

Dividends paid

-

-

-

-

(4,419)

(4,419)

At 31 Dec 2024

7,811

(8,265)

98,882

786

73,902

173,116

The notes are an integral part of these Financial Statements.

Statement of Cash Flows

Year ended 31 December 2025

 

 

 

Note

31 December 2025

£'000

31 December 2024

£'000

Cash flows from operating activities

Profit before tax

20,547

20,929

Adjustments for:

- Net gain on financial assets at FVTPL

8

(29,132)

(34,511)

- Purchase of equity investments

8

(1,195)

(1,520)

Changes in operating assets and liabilities:

- Decrease/(increase) in due from related parties

24,253

8,017

- Decrease/(increase) in due to related parties

3,432

1,349

- Decrease/(increase) in other debtors

-

177

- (Decrease)/increase in accruals and other payables

411

1,883

Net cash (used in)/provided by operating activities

18,316

(3,676)

Cash flows from financing activities

-

-

New shares issued

13

-

-

Reduction of shares

13

(6,959)

(4,529)

Net proceeds from borrowings

-

-

Repayment of borrowings

-

(204)

Foreign exchange on net borrowings

(4,372)

942

Debt raise expense releases

208

226

Dividends paid

13

(7,138)

(4,419)

Net cash (used in)/provided by financing activities

(18,261)

(7,984)

Net increase/(decrease) in cash and cash equivalents

55

(11,660)

Cash and cash equivalents at beginning of year

28,935

40,596

Cash and cash equivalents at end of year

28,990

28,935

 

 

Analysis of changes in net debt

At 1 January 2025

Cashflows

31 December 2025

£'000

£'000

£'000

Cash and cash equivalents

28,935

55

28,990

Borrowings

(59,793)

4,427

(55,366)

Total

(30,858)

4,482

(26,376)

Cash and cash equivalents comprise cash at bank and in hand. The notes are an integral part of these financial statements.

 

Notes to the Financial Statements

Year ended 31 December 2025

 

1. General information

Helios Underwriting plc (the "Company") is an investment company, organised under the laws of the United Kingdom. The Company is quoted on AIM and was incorporated in England, domiciled in the UK. The Company's registered office is 1st Floor, 33 Cornhill, London EC3V 3ND. The principal purpose of the Company

is to provide investors with exposure to the Lloyd's insurance market through an actively managed portfolio of syndicates, who participates in insurance business as an underwriting member of Lloyd's, which are fully owned undertakings of the Company. The Company prepares separate Financial Statements as its only Financial Statements, and its subsidiaries are not consolidated in line with IFRS 10. See Note 3 below.

The Company has aggregated its investments in similar entities in line with IFRS 12.

2. Material accounting policies

The material accounting policies adopted in the preparation of the Financial Statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

2.1  Basis of preparation

The Financial Statements have been prepared in accordance with UK adopted International Accounting Standards ("IAS") and interpretations issued by the IFRS Interpretations Committee ("IFRIC") as adopted by the UK IAS, and those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The Financial Statements have been prepared under the historical cost convention as modified by the revaluation of financial assets and financial liabilities at fair value through profit or loss. They are presented in pounds sterling, the functional currency of the Company, and rounded to the nearest thousand pounds (£'000), except where otherwise indicated.

2.2 Going concern

The Company has net assets at the end of the reporting period of £180.3m. The Company's subsidiaries participate as underwriting members at Lloyd's on the 2023, 2024 and 2025 years of account, as well as any prior run-off years.

The Directors have a reasonable expectation that the Company has adequate resources to meet its underwriting and other operational obligations for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the annual Financial Statements.

2.3 Changes in accounting policies and disclosures

2.3.1 New and amended standards adopted by the group

The following amendments to standards are mandatory for the first time for the financial year beginning 1 January 2025 but do not have any material impact on the Company:

Amendments to IAS 21 'The Effects of Changes in Foreign Exchange Rate: Lack of Exchangeability'.

2.3.2 New standards and interpretations not yet adopted

Certain new accounting standards and amendments to accounting standards have been published that are not mandatory for 31 December 2025 reporting periods and have not been early adopted by the Company. The assessment of the impact of these new standards and amendments is set out below:

2.3.3 Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS7

These amendments:

clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;

clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;

add new disclosures for certain instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the achievement of environment, social and governance targets); and

update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).

 

Helios Underwriting Plc does not expect these amendments to have a material impact on recognition and measurement; however, additional disclosures may be required depending on the nature of investment instruments held.

2.3.4 Annual Improvements to IFRS - Volume 11 (effective 1 January 2026):

Issued in July 2024, Annual improvements are limited to changes that either clarify the wording in an Accounting Standard or correct relatively minor unintended consequences, oversights or conflicts between the requirements in the Accounting Standards. These amendments are to the following standards:

IFRS 1 First-time Adoption of International Financial Reporting Standards.

IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7.

IFRS 9 Financial Instruments.

IFRS 10 Consolidated Financial Statements; and

IAS 7 Statement of Cash Flows.

The Company does not expect these amendments to have a material impact.

IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027)

2.3.5 IFRS 18 will replace IAS 1 Presentation of Financial Statements

Introducing new requirements aimed at improving comparability and transparency of financial information. While IFRS 18 does not change recognition or measurement principles, it is expected to affect the presentation and disclosure of items within the financial statements, particularly in relation to the statement of financial performance and the introduction of management-defined performance measures.

Management of Helios Underwriting plc, as an investment entity, is currently assessing the detailed implications of adopting IFRS 18 on the financial statements. Based on a preliminary assessment, the following impacts have been identified:

Although the adoption of IFRS 18 is not expected to affect the Company's net profit, the revised structure of the statement of profit or loss may affect how performance is presented. As an investment entity, Helios primarily measures and presents its investments at fair value through profit or loss. Consequently, income and fair value gains/losses currently presented within a single line item may require further disaggregation under IFRS 18 categories, which could alter the presentation of operating results without changing the underlying performance.

IFRS 18 introduces specific guidance for classifying income and expenses, including those arising from derivatives and financial instruments. Given Helios Underwriting plc's investment-focused business model, where derivative positions and investment gains form a core component of returns, there may be reclassification of such items within the statement of profit or loss. Management is evaluating whether any changes to current presentation will be required to align with the new operating, investing, and financing categories.

The introduction of enhanced transparency around management-defined performance measures may impact how Helios presents alternative performance metrics used internally to assess investment performance. Additional disclosures and reconciliations will be required for any such measures presented externally.

The Group does not anticipate significant changes to the volume of disclosures overall; however, the structure and granularity of disclosures may change. New requirements will include:

- further disaggregation of operating expenses, where applicable;

- enhanced disclosures around investment income and fair value movements; and

- reconciliations between previously reported line items under IAS 1 and those presented under IFRS 18 on initial adoption.

From a cash flow statement perspective, changes in classification may arise. Interest received on investment assets will likely continue to be presented within investing cash flows, reflecting the nature of the activities as an investment entity. Interest paid, where applicable, will be presented within financing cash flows, in line with IFRS 18 requirements.

Helios Underwriting plc will apply IFRS 18 from its mandatory effective date of 1 January 2027. Comparative information for the year ending 31 December 2026 will be restated in accordance with the new standard.

 

2.4 Foreign currency translation

Functional currency

Items included in the Financial Statements are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The Financial Statements are presented in thousands of pounds sterling, which is the Company's functional and presentational currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.

 

Transactions and balances

Foreign currency transactions are translated into the functional currency using annual average rates of exchange prevailing at the time of the transaction as a proxy for the transactional rates. Monetary items are translated at period-end rates; any exchange differences arising from the change in rates of exchange are recognised in the statement of income of the year.

2.5 Financial assets

Classification

The classification of financial assets on initial recognition depends on both the Company's business model for managing the financial assets and the asset's contractual cash flow characteristics. The Company may irrevocably designate a financial asset as

measured at fair value through profit or loss if doing so eliminates or significantly reduces a measurement or recognition inconsistency (sometimes referred to as an "accounting mismatch") that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases.

 

Initial recognition and measurement

Financial assets are recognised when the Company becomes a party to the contractual provisions of the instruments. Regular purchases and sales of financial assets are recognised on the trade date, being the date on which the Company commits to the purchase or sale of the asset.

 

Equity investments at fair value through profit or loss

The Company measures all equity instruments at fair value with changes in the fair value recognised in the statement of income.

 

Due from related parties

Amounts due from related parties are designated at fair value through profit or loss upon initial recognition because they are managed, and their performance is evaluated, on a fair value basis in accordance with the Company's documented investment strategy.

 

Derecognition

Financial assets are derecognised when the right to receive cash flows from the financial assets has expired or is transferred and the Company has transferred substantially all its risks and rewards of ownership.

 

Fair value estimation

The fair value of financial assets at fair value through profit or loss which are traded in active markets is based on quoted market prices at the end of the reporting period. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regular occurring market transactions on an arm's length basis. The quoted market price used for financial assets at fair value through profit or loss held by the Company is the current bid price.

The fair value of financial assets at fair value through profit or loss that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity-specific estimates, see note 5.

Unrealised gains and losses arising from changes in the fair value of the financial assets at fair value through profit or loss are presented in the statement of income.

 

2.6 Cash and cash equivalents

Cash represents cash deposits held at financial institutions. Cash equivalents include short-term highly liquid investments of sufficient credit quality that are readily convertible to known amounts of cash and have original maturities of three months or less. Cash equivalents are held for meeting short-term liquidity requirements, rather than for investment purposes. Cash and cash equivalents are held at major financial institutions.

2.7 Borrowings

Borrowings are initially recognised at fair value and subsequently measured at amortised cost using the net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the drawdown occurs. To the extent that there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid is recognised in profit or loss as other income or finance costs.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

2.8 Other payables

These present liabilities for services provided to the Company prior to the end of the financial year which are unpaid. These are classified as current liabilities, unless payment is not due within 12 months after the reporting date.

2.9 Interest and dividend income

The investment income of the Company is based on the income earned on the securities, less expenses incurred. Therefore, the Company's investment income may be expected to fluctuate in response to changes in such expenses or income.

Dividends, gross of foreign withholding taxes, where applicable, are included as income when the security is declared ex-dividend. Bank interest is accounted for on an effective yield basis.

2.10 Net gains on financial assets at FVTPL

Realised gains or losses on disposal of investments during the period and unrealised gains and losses on valuation of investments held at the period end are dealt with in the statement of income.

2.11 Operating expenses

All expenses are accounted for on an accruals basis.

2.12 Current and deferred tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the statement of income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case tax is also recognised in other comprehensive income or directly in equity, respectively.

Current tax

The current income tax charge is calculated on the basis of the tax laws of the UK enacted at the balance sheet date. Management establishes provisions when appropriate, on the basis of amounts expected to be paid to the tax authorities.

Deferred tax

Deferred tax is provided in full, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statements. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the

related deferred income tax asset is realised, or the deferred income tax liability is settled. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.

 

2.13 Share capital and share premium

Ordinary shares are classified as equity. The difference between the fair value of the consideration received and the nominal value of the share capital issued is taken to the share premium account. Incremental costs directly attributable to the issue of shares or options are shown in equity as a deduction, net of tax, from proceeds. Where the Company buys back its own

ordinary shares on the market, and these are held in treasury, the purchase is made out of distributable profits and hence shown as a deduction from the Company's retained earnings.

 

Dividend and distribution policy

Dividend distribution to the Company's shareholders is recognised in the Financial Statements in the period in which the dividends are approved by the Company's shareholders.

 

2.14 Share options

The new ordinary shares have been issued into the respective joint beneficial ownership of (i) each of the participating Executive Directors as shown in Note 14 and (ii) the Trustee of JTC Employee Solutions Limited (the "Trust") and are subject to the terms of joint ownership agreements ("JOAs") respectively entered into between the Director, the Company and the Trustee. The nominal value of the new ordinary shares has been paid by the Trust out of funds advanced to it by the Company with the additional consideration of 145p left outstanding until such time as new ordinary shares are sold. The Company has waived its lien on the shares such that there are no restrictions on their transfer.

The terms of the JOAs provide, inter alia, that if jointly owned shares become vested and are sold, the proceeds of sale will be divided between the joint owners so that the participating Director receives an amount equal to the amount initially provided by the participating Director plus any growth in the market value of the jointly owned ordinary shares above a target share price (so that the participating Director will only ever receive value if the share sale price exceeds this).

The percentage of jointly owned shares that vest shall be dependent on the average growth in net tangible asset value per share during the three financial years ending 31 December 2024. The vesting percentage shall be determined on the average growth in net tangible asset value per share. If the average growth in net tangible asset value does not exceed 5%, then no awards vest, and if the average growth in net tangible asset value exceeds 20% or above, then 100% of the awards vest.

The Plan was established and approved by resolution of the Remuneration Committee of the Company on 13 December 2017 and provides for the acquisition by employees, including Executive Directors, of beneficial interests as joint owners (with the Trust) of ordinary shares in the Company upon the terms of a JOA. The terms of the JOA provide that if the jointly owned shares become vested and are sold, the proceeds of sale will be divided between the joint owners on the terms set out above.

2.15 Share based payment

The Company operates an equity settled share-based employee compensation plan. This includes the Long-Term Incentive Plan ("LTIP"). Awards under the LTIP are granted in the form of a nil-cost option (see Note 14).

The awards' performance conditions set threshold (30%) to stretch (60%) targets in respect of the Company's total shareholder return ("TSR") over the three-year period following the grant of the awards. No portion of the awards shall vest unless the Company's TSR at the end of the performance period reaches the threshold target, for which one quarter of the awards would vest, rising on a straight-line basis to full vesting of the awards for the Company's TSR over the performance period being equal to the stretch target or better.

In 2025, the company granted 584,020 awards under the LTIP in the form of nil-cost options. The vesting period for the awards is three years subject to continued service and the achievement of specific performance conditions. If the options remain unexercised after a period of ten years from the date of grant, the options expire. In the case of Executive Directors, any vested shares will be subject to a two-year holding period.

The fair value of the LTIP awards is calculated using a Monte Carlo (Stochastic) model considering the terms and conditions of the awards granted.

No options were exercised during the year.

 

3. Significant accounting judgements, estimates and assumptions

In applying the Company's accounting policies, the Directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. These judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made and are based on historical experience and other factors that are considered to be applicable.

Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

Assessment as an investment entity

Entities that meet the definition of an investment entity within IFRS 10 "Consolidated Financial Statements" ("IFRS 10") are required to account for their investments in controlled entities at fair value through profit or loss. The criteria which define an investment entity are currently as follows:

an entity that obtains funds from one or more investors for the purpose of providing those investors with investment services

an entity that commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both

an entity that measures and evaluates the performance of substantially all of its investments on a fair value basis

Helios provides its investors with investment management services such as syndicate research, advice on syndicate selections and portfolio curations. The Company's core business purpose is to participate in a portfolio of syndicates via its investment

in Limited Liability Vehicles ("LLVs") for the purpose of returns in the form of investment income (dividends) and capital appreciation (increase in the NAV per share resulting in increased share price).

The Company records substantially all of its investments at fair value through profit and loss ("FVTPL").

An investment in a Lloyd's syndicate year of account has a fixed duration of three years, and a new year of account opens every year. As such, the funds invested by Helios in a particular syndicate and year of account are returned after three years, at which point Helios can decide whether to invest in a new year of account in the same syndicate, reinvest elsewhere or distribute the returns to shareholders. The finite life of each investment in a Lloyd's syndicate therefore provides a natural exit strategy.

The Board has also concluded that the Company meets the additional characteristics of an investment entity, in that it has more than one investment; the investments are in the form of equities; it has more than one investor; and the majority of its investors are not related parties.

 

Equity investments at FVTPL

The fair value of equity investments that are not traded in an active market is determined using an internally developed valuations model. Assumptions used in this model are validated and reviewed periodically internally by qualified personnel. Changes in assumptions used can affect the reported fair value of the equity investments. The impact on the profit and loss and equity as a result of changes in key assumptions is disclosed in Note 5.

 

4. Risk management

4.1  Risk management framework

A review of the Company's objectives, policies and processes for managing and monitoring risks is set out in the Risk Management section of the Company's Strategic Report page 24.

Whilst risk is inherent in the Company's operations, it is managed through an integrated risk management framework, including ongoing identification, measurement and monitoring subject to risk limits and other controls. This process of risk identification is critical to the Company's continuing profitability and each individual within the Company is accountable for the risk exposures relating to his or her responsibilities.

The Company is exposed to market risks, liquidity risks, interest rate risks, credit risks, operational risks and concentration risks.

The Board of Directors is responsible for the overall risk management approach and for approving the risk management strategies and principles.

 

4.2 Market risk

Market risk is the risk that the fair values or future cash flows of a financial instrument will fluctuate because of changes in market variables such as interest rates, exchange risks and equity prices.

The Company's assets consist primarily of equity investments, which are a portfolio of syndicates that participate in insurance business as an underwriting member of Lloyd's. The values of the investments are determined by market forces and there is, accordingly, a risk that market prices can change in a way that is adverse to the Company's performance.

4.2.1 Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Longer-term obligations are usually more sensitive to interest rate changes.

The Company's interest-bearing financial assets and liabilities expose it to risks associated with the effects of fluctuations in the prevailing levels of market interest rates on its financial position and cash flows. Any excess cash and cash equivalents are invested at short-term market interest rates. Exposure is managed largely by the use of Economic hedges that arise by matching interest sensitive assets with liabilities of similar nature.

The table in note 4.4 Liquidity risk summarises the Company's exposure to interest rate risks on financial assets and liabilities. The Company's assets and liabilities are included at carrying amount and categorised by the earlier of contractual repricing or maturity dates.

 

Interest rate risk sensitivity

The company has assessed the impact of a 100 bps increase or decrease in interest rates might have on the assets and liabilities of the Company. As the company's borrowings are on a fixed term basis and related party asset are repayable and non-interest bearing. The overall interest rate risk has been assessed as immaterial.

 

4.2.2 Currency risk

Currency risk is the risk which arises due to the assets and liabilities of the Company held in foreign currencies, which will be affected by fluctuations in foreign exchange rates.

The Company holds assets denominated in currencies other than pounds sterling, the functional currency. The table below analyses the Company's exposure to currency risk:

 

 

31 December 2025

GBP

£'000

USD

£'000

Total

£'000

Total assets

239,206

9,935

249,141

Total liabilities

(14,526)

(54,336)

(68,862)

224,680

(44,401)

180,279

 

 

31 December 2024

 

GBP

£'000

 

USD

£'000

 

Total

£'000

Total assets

241,611

1,399

243,010

Total liabilities

(11,437)

(58,457)

(69,894)

230,174

(57,058)

173,116

The analysis below is performed for reasonably possible movements in foreign exchange rates with all other variables held constant, showing the impact on the statement of income and equity at the reporting date.

 

Impact on equity

 

31 December 2025

10% increase

£'000

10% decrease

£'000

Impact on statement of income

4,036

(4,933)

Impact on equity

4,036

(4,933)

 

Impact on equity

 

31 December 2024

10% increase

£'000

10% decrease

£'000

Impact on statement of income

5,187

(6,340)

Impact on equity

5,187

(6,340)

The Company's strategy for dealing with foreign currency risks is to offset, as far as possible, foreign currency liabilities with assets denominated in the same currency.

The analysis is based on a change in assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions might be correlated.

4.2.3 Other price risks

Price risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices (other than those arising from interest rate risk or currency risk), whether caused by factors specific to an individual investment, its Company or all factors affecting all instruments traded in the market.

Other price risks may include risks such as equity price risk, commodity price risk, prepayment risk (i.e. the risk that one party to a financial asset will incur a financial loss because the other party repays earlier or later than expected), and residual value risk.

The Company is not exposed to other price risk as at 31 December 2025 and 31 December 2024.

4.3 Credit risk

Credit risk is the risk that the Company will incur a loss because an individual, counterparty or issuer fails to discharge their contractual obligations. The Company manages and controls credit risk by setting limits on the amount of risk it is willing to accept for individual counterparties and by monitoring exposures in relation to such limits.

Below is an analysis of assets bearing credit risks.

 

Gross exposure

Net carrying amount

2025

£'000

2024

£'000

2025

£'000

2024

£'000

Due from related parties

37,797

62,048

37,797

62,048

Cash and cash equivalents

28,990

28,935

28,990

28,935

66,787

90,983

66,787

90,983

4.3.1 Credit quality of financial assets

The credit quality of financial assets can be assessed by reference to external credit ratings, if available using an approach consistent with that used by Credit reference agency.

 

AAA

An obligation rated "AAA" has the highest rating assigned by Standard and Poor's. The obligor's capacity to meet its financial obligation is extremely strong.

 

AA

An obligation rated "AA" differs from the highest rated obligation only to a small degree. The obligor's capacity to meet its financial obligation is very strong.

 

A

An obligation rated "A" is somewhat more susceptible to the adverse effects of changes in and economic conditions that obligations in higher rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.

 

BBB

An obligation rated "BBB" exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

 

Below BBB

Obligations rated "Below BBB" are regarded as having significant speculative characteristics. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

 

Not rated

This indicates there is insufficient information on which to base a credit rating.

The following table sets out the credit quality for financial assets (excluding equity instruments) measured at fair value through profit and loss.

 

 

As at 31 December 2025

AAA

£'000

AA

£'000

A

£'000

BBB

£'000

Below BBB

£'000

Not rated

£'000

Total

£'000

Due from related parties

-

-

-

-

-

37,797

37,797

Cash and cash equivalents

-

-

28,990

-

-

-

28,990

-

-

28,990

-

-

37,797

66,787

 

AAA

 

AA

 

A

 

BBB

 

Below BBB

 

Not rated

 

Total

As at 31 December 2024

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Due from related parties

-

-

-

-

-

62,048

62,048

Cash and cash equivalents

-

-

28,935

-

-

-

28,935

-

-

28,935

-

-

62,048

90,983

4.4 Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset and, thus, the Company will not be able to meet its financial obligations as they fall due.

To mitigate these risks, Helios maintains a robust liquidity risk management framework, which includes maintaining sufficient cash reserves, diversifying our portfolio, regularly stress testing and maintaining strong relationships with lenders and investors.

The following are the contractual maturities of financial assets and liabilities including undiscounted interest payments and excluding the impact of netting agreements.

 

Analysis of assets and liabilities by remaining contractual maturity

Less than

On demand

3 months

3 to 12 months

1 to 5 years

Over 5 years

Total

As at 31 December 2025

£'000

£'000

£'000

£'000

£'000

£'000

Financial assets

Due from related parties

 

37,797

 

-

 

-

 

-

 

-

 

37,797

Other debtors

-

-

-

110

-

110

Cash and cash equivalents

28,990

-

-

-

-

28,990

Total assets

66,787

-

-

110

-

66,897

Financial liabilities

Borrowings

 

-

 

-

 

-

 

(54,336)

 

-

 

(54,336)

Due to related parties

(10,313)

-

-

-

-

(10,313)

Accruals and other payables

-

-

(4,213)

-

-

(4,213)

Total liabilities

(10,313)

-

(4,213)

(54,336)

-

(68,862)

Net liquidity position

56,474

-

(4,213)

(54,226)

-

(1,965)

 

Analysis of assets and liabilities by remaining contractual maturity

Less than

On demand

3 months

3 to 12 months

1 to 5 years

Over 5 years

Total

As at 31 December 2024

£'000

£'000

£'000

£'000

£'000

£'000

Financial assets

Due from related parties

 

62,048

 

-

 

-

 

-

 

-

 

62,048

Other debtors

-

-

-

110

-

110

Cash and cash equivalents

28,935

-

-

-

-

28,935

Total assets

90,983

-

-

110

-

91,093

Financial liabilities

Borrowings

 

-

 

-

 

-

 

-

 

(58,457)

 

(58,457)

Due to related parties

(6,881)

-

-

-

-

(6,881)

Accruals and other payables

-

-

(4,556)

-

-

(4,556)

Total liabilities

(6,881)

-

(4,556)

-

(58,457)

(69,894)

Net liquidity position

84,102

-

(4,556)

110

(58,457)

21,199

 

The company has access to a sterling revolving loan facility ("RLF") with Barclays Bank Plc to the value of £20m.

On 15 December 2023, the Company secured an A - / stable rating from Kroll Bond Rating Agency LLC, ("KBRA") for up to US$100m seven-year unsecured debt at a fixed coupon of 9.5%. An initial tranche of US$75m of the debt was drawn down on 15 December 2023 and amended in December 2025 to allow early repayment over 3 years instead of a single repayment in 2030.

 

4.5 Operational risks

Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Company's processes, personnel and infrastructure, and from external factors other than credit, market and liquidity risks such as those arising from legal and regulatory requirements and generally accepted standards

of corporate behaviour.

Operational risk arises from all of the Company's operations. The Company was incorporated with the purpose of engaging in those activities outlined in Note 1.

4.6 Concentration risk

Although the Company invests mainly in Limited Liability Vehicles, the Company has a wealth of experience in this specific sector. It seeks to manage concentration risk by in-depth evaluation of each LLV prior to the acquisition, declining opportunities not in line with the strategic direction of the Company, reviewing projected financial performance and ensuring a diversified portfolio of LLVs to limit exposure to specific insurance risks faced by the syndicates.

The following table breaks down the Company's equity investments at FVTPL as categorised by industry sector:

 

2025

£'000

2024

£'000

Equity investments - Limited Liability Vehicles

181,346

151,019

Equity investments - Other

898

898

Total Exposure

182,244

151,917

4.7 Capital management

For the purpose of the Company's capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to maximise the shareholder value.

The Company manages its capital structure and adjusts in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company is not subject to externally imposed capital requirement during the year (2024: none).

5. Fair value measurement

The Company's fair value methodology and the governance over its models includes a number of controls and other procedures to ensure appropriate safeguards are in place to ensure its quality and adequacy. All new valuation methodologies are subject to approvals by the Board. The responsibility of ongoing measurement resides with the finance and risk functions.

Financial instruments recorded at fair value are analysed based on the levels below:

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded securities) is based on quoted market prices (unadjusted) at the end of the reporting period. The quoted market price used for financial assets held by the Company is the current bid price

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data inputs, either directly or indirectly (other than quoted prices included within Level 1), and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. This is the case for unlisted equity securities

The following table analyses within the fair value hierarchy the Company's assets and liabilities measured at fair value at 31 December 2025.

 

Level 1

Level 2

Level 3

Total

As at 31 December 2025

£'000

£'000

£'000

£'000

Assets measured at fair value on a recurring basis

Equity investments at FVTPL

 

-

 

-

 

182,244

 

182,244

Cash and cash equivalents

28,990

-

-

28,990

Total

28,990

-

182,244

211,234

The following table analyses within the fair value hierarchy the Company's assets measured at fair value at 31 December 2024.

 

Level 1

Level 2

Level 3

Total

As at 31 December 2024

£'000

£'000

£'000

£'000

Assets measured at fair value on a recurring basis

Equity investments at FVTPL

 

-

 

-

 

151,917

 

151,917

Cash and cash equivalents

28,935

-

-

28,935

Total

28,935

-

151,917

180,852

There were no transfers between Levels 1 and 2 during the period.

Amounts due from related parties are measured at amortised cost under IFRS 9. The value of the amounts due approximates the fair value as they are due on demand and interest free.

Borrowings are measured at amortised cost under IFRS 9. The value of the amounts due approximates the fair value as they are on a fixed interest rate over the period of the loan.

 

5.1 Valuation techniques

Equity investments at FVTPL

The valuation of the equity investments at FVTPL include several key components which are set out below:

 

Syndicate capacity

The Market Approach is the primary approach in estimating the FV of the right to participate in a syndicate in future years, based on the weighted average price of Lloyd's syndicate capacity auction results. This approach is most appropriate in determining the FV of the syndicate capacity where the auction pricing is reliable, and this approach is widely adopted in practice.

Consideration is also given to observable data from recent market transactions. In addition, the board has applied a 8.5% reduction to the holding value of capacity to reduce the value of capacity held in the balance sheet. This adjustment is to reflect the volatility in auction pricing due to low trading volumes.

This adjustment will be reviewed for report revises in the future.

 

FAL

Each asset included in the FAL is valued at its current market price. FAL can consist of a variety of assets, including cash, bonds, letter of credit ("LoC") and other approved financial instruments. As such, the FV would be based on quoted market prices and face value of the assets held in the FAL. The Market Approach is preferred for determining the FV of FAL because it uses observable values for each component asset.

 

Open year results:

In accordance with Lloyd's requirements, each managing agent prepares syndicate level information and allocates each corporate member's share of their best estimate results based on their capacity participation for each year of account. The QMA, QMB and Schedule 3 returns are submitted to Lloyd's and subject to review.

These results are considered to be a reasonable and supportable proxy in determining the FV of open year results.

 

Pipeline profits

The incremental profits the syndicate managers estimate using the midpoint forecasts/YOA forecasts included in the QMRs submitted to Lloyds at each year end together with Helios' management view of the likely outturn of each year of account form the basis for determining the profits to be recognised. An adjustment is applied to the two years of account to reflect the inherent uncertainty in those forecasts which are subject to material changes in the ultimate outcome.Midpoint forecast from the QMA were used for the profit calculations for 2023 and 2024 years of account. While the best estimate forecasts from the QMB was used for the profit calculations for 2025 year of account.

The proportion of pipeline profits that have been recognised is as follows:

a) For the underwriting year with 12 months to run - 90% of the potential future profits on the mid point ultimates.

b) For the underwriting year with 24 months left, 25% of the potential future profits have been recognised.

 

Cash and cash equivalents

Cash represents cash deposits held at financial institutions. Cash equivalents include short-term highly liquid investments of sufficient credit quality that are readily convertible to known amounts of cash and have original maturities of three months or less. Cash equivalents are held for meeting short-term liquidity requirements, rather than for investment purposes. Cash and cash equivalents are held at major financial institutions.

 

Borrowings

For the majority of the financial assets and liabilities not carried at fair value, the fair values are not materially different from their carrying amounts due to their short-term nature.

For the borrowings, the fair value differs from the carrying amount as set out below:

 

2025

2024

Carrying amount

£'000

Fair value

£'000

Carrying amount

£'000

Fair value

£'000

Borrowings

54,336

53,714

58,457

56,852

The fair values of borrowings are based on discounted cash flows using a current borrowing rate and foreign exchange rates. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.

 

 

5.2 Movements in Level 3 financial instruments

The following table presents the movement in Level 3 instruments for the year ended 31 December:

 

 

Equity investments

31 December 2025

£'000

31 December 2024

£'000

Opening balance

151,917

115,885

Purchases

1,195

1,520

Sales

-

-

Net gains/(losses)

29,132

34,512

Total

182,244

151,917

 

5.3 Impact on the fair value of Level 3 financial instruments to changes in key assumptions

The following table summarises the valuation techniques together with the significant unobservable inputs used to calculate the fair value of the Company's Level 3 assets.

 

As at 31 December 2025

Amount £'000

Valuation technique

Significant unobservable inputs

Equity investments

181,346

Discounted projected cash flows

Projected cash flows of syndicates; Auction prices and syndicate capacity; Discount rate

 

As at 31 December 2024

 

Amount £'000

 

Valuation technique

 

Significant unobservable inputs

Equity investments

151,019

Discounted projected cash flows

Projected cash flows of syndicates; Auction prices and syndicate capacity; Discount rate

5.4 Quantitative analysis of significant unobservable inputs

The significant unobservable inputs are sensitive to assumptions made when ascertaining fair value. Setting the valuation policy is the responsibility of the Board. The policy is to value investments at fair value by applying a consistent approach. The valuations are performed twice a year and the half year valuations are subject to the same level of scrutiny and approach as the audited final year accounts.

As at 31 December 2025 the value of the level three financial instruments was £182 million and were valued using the following criteria:

· Projected cash flows of the syndicates are ascertained using the data supplied by the syndicate managers on a quarterly basis. For each underwriting year the syndicate managers supply information on the likely profits to be distributed to or losses to be collected from capital providers. The incremental profits the syndicate managers estimate using the midpoint forecasts/YOA forecasts included in the QMRs submitted to Lloyds at each year end together with Helios' management view of the likely outturn of each year of account form the basis for determining the profits to be recognised. An adjustment is applied to the two years of account to reflect the inherent uncertainty in those forecasts which are subject to material changes in the ultimate outcome. The Company's fair value methodology reflects 25% of the pipeline profits at the midpoint estimates for the latest year of account, 90% for the middle year and 100% for the oldest year

· Auction prices and syndicate capacity: the market valuation of syndicate capacity is primarily based upon the average prices of the Lloyds capacity auctions that are held in the final quarter of each year. These average prices is the prime source of information to ascertain the value of each syndicate capacity holding. In addition, the The board reviews the recent transactions on the buying and selling of LLVs to establish a trend of pricing comparative to the prime source of auction prices. Also the Board assesses the potential future supply and demand of capacity for sale in the following auction process to assess the likely movement in prices at the auctions. Based on the Company's knowledge and experience of the syndicate capacity market which is further informed by observable market transactions, some of which might be below the auction prices, the fair value methodology reflects approximately a 8.5% haircut on capacity values in consideration of inherent uncertainty in the valuation

· Discount rate: the discount rate applied to the projected syndicate profits from the date of valuation to the date of final determination of the profits to be distributed is based on the coupon negotiated on the unsecured loan note 2030, 9.5% being a proxy for the Helios cost of debt

 

5.5 Sensitivity of fair value measurements to changes in unobservable market data

The table below describes the effect of changing the significant unobservable inputs to reasonably possible alternatives.

 

 

Change in variable

31 December 2025

£'000

31 December 2024

£'000

Pipeline profits - a range of recognised

25%

9,412

9,282

profit of 0%-50% - for the newest UW year

−25%

(9,412)

(9,282)

Auction Prices of syndicate capacity -

10%

7,044

7,575

a twelve month development year

−10%

(7,044)

(7,575)

Discount rate

+100 BPS

(290)

−134

-100 BPS

297

137

 

6. Net gains on financial assets at FVTPL

31 December 2025

31 December 2024

£'000

£'000

Unrealised gains on investments

29,132

34,512

Realised gains on investments and currencies

-

-

Net gains on financial assets at FVTPL

29,132

34,512

 

 

7. Operating expenses

31 December 2025

31 December 2024

£'000

£'000

Staff costs

4,244

3,111

Office expenses

649

1,026

Professional fees

1,686

3,284

Other fees

232

333

Total operating costs

6,811

7,756

The auditors, PKF Littlejohn LLP, charged total fees to the company and its subsidiaries of £198,000 (2024: £183,000) for audit services. Further fees of £28,500 (2024: £27,000) were charged by PKF Littlejohn LLP for audit related assurance services. Additional fee of £59,000 was charged for tax services.

The majority of the profit/loss on exchange is as a result of the borrowingsof $75m being revalued from 1.25 to 1.35 (GBP to USD at year-end 2024 to year-end 2025 rates of exchange).

 

 

8. Equity investments at FVTPL

Equity investments at FVTPL consist of investments in companies and Limited Liability Partnerships which the Company has 100% direct or indirect interest in. All of the subsidiaries are incorporated in England and Wales and their registered office address is at 40 Gracechurch Street, London EC3V 0BT, apart from RBC Trustee Limited, which is incorporated in Jersey and its registered office address is Gaspé House, 66-72 Esplanade, Jersey JE2 3QT, and Gould Scottish Partnership, which is incorporated in Scotland and its registered office is 9 Haymarket Square, Edinburgh EH3 8RY.

 

 

Company or partnership

Direct/indirect

interest

2025

ownership

2024

ownership

 

Principal activity

Nameco (No 917) Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Advantage DCP Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Catbang 926 Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Chanterelle Underwriting Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Chapman Underwriting Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Charmac Underwriting Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Chorlton Underwriting Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Clifton 2011 Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Exalt Underwriting Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Fyshe Underwriting LLP

Indirect

100%

100%

Corporate partner

Gould SLP

Indirect

100%

100%

Corporate partner

GTC Underwriting Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Harris Family UTG Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Hillnameco Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Hyde Park Capital Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Inversanda LLP

Indirect

100%

100%

Corporate partner

Kemah Lime Street Capital Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Kunduz LLP

Indirect

100%

100%

Corporate partner

N J Hanbury Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Nameco (1208) Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Nameco (301) Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Nameco (606) Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Nameco (No 1011) Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Nameco (No 1095) Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Nameco (No 1110) Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Nameco (No 1111) Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Nameco (No 1113) Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Nameco (No 1130) Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Nameco (No 1232) Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Nameco (No 2012) Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Nameco (No 346) Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Nameco (No 389) Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Nameco (No 408) Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Nameco (No 409) Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Nameco (No 510) Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Nameco (No 544) Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

 

Company or partnership

Direct/indirect

interest

2025

ownership

2024

ownership

 

Principal activity

Nameco 1025 Limited

Direct

100%

-

Lloyd's of London corporate vehicle

 

New Filcom Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Nomina No 070 LLP

Indirect

100%

100%

Corporate partner

Nomina No 084 LLP

Indirect

100%

100%

Corporate partner

Nomina No 110 LLP

Indirect

100%

100%

Corporate partner

Nomina No 321 LLP

Indirect

100%

100%

Corporate partner

Nomina No 348 LLP

Indirect

100%

100%

Corporate partner

Nomina No 469 LLP

Indirect

100%

100%

Corporate partner

Nomina No 472 LLP

Indirect

100%

100%

Corporate partner

Nomina No 505 LLP

Indirect

100%

100%

Corporate partner

Nomina No 533 LLP

Indirect

100%

100%

Corporate partner

Nomina No 536 LLP

Indirect

100%

100%

Corporate partner

North Breache Underwriting Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Park Farm Underwriting Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Queensberry Underwriting Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Risk Capital UTG Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Romsey Underwriting Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Salviscount LLP

Indirect

100%

100%

Corporate partner

Shaw Lodge Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Whitehouse Underwriting Limited

Direct

100%

100%

Lloyd's of London corporate vehicle

Whittle Martin Underwriting

Direct

100%

100%

Lloyd's of London corporate vehicle

Helios Underwriting Partners

Direct

100%

100%

Holding company

Helios Corporate Services Limited*

Direct

100%

100%

Corporate services

Helios Management Services Limited*

Direct

100%

100%

Management services

Helios Corporate Member 1 Limited

Direct

100%

-

Lloyd's of London corporate vehicle

Helios Corporate Member 2 Limited

Direct

100%

-

Lloyd's of London corporate vehicle

Helios CM No.1 Limited

Direct

100%

-

Lloyd's of London corporate vehicle

Helios CM No.2 Limited

Direct

100%

-

Lloyd's of London corporate vehicle

Helios CM No.3 Limited

Direct

100%

-

Lloyd's of London corporate vehicle

Helios CM No.4 Limited

Direct

100%

-

Lloyd's of London corporate vehicle

Helios CM No.5 Limited

Direct

100%

-

Lloyd's of London corporate vehicle

Helios LLV One Limited

Direct

-

100%

Lloyd's of London corporate vehicle

Helios LLV Two Limited

Direct

-

100%

Lloyd's of London corporate vehicle

Helios LLV Three Limited

Direct

-

100%

Lloyd's of London corporate vehicle

Helios LLV Four Limited

Direct

-

100%

Lloyd's of London corporate vehicle

Helios LLV Five Limited

Direct

-

100%

Lloyd's of London corporate vehicle

Helios LLV Six Limited

Direct

-

100%

Lloyd's of London corporate vehicle

 

 

 

 

*Subsidiaries were not consolidated and management does not consider this to be a material IFRS departure under IAS 1 although these subsidiaries are required to be consolidated under IFRS 10.

 

 

Company or partnership

Direct/indirect

interest

2025

ownership

2024

ownership

 

Principal activity

Helios LLV Seven Limited

Direct

-

100%

Lloyd's of London corporate vehicle

Helios LLV Eight Limited

Direct

-

100%

Lloyd's of London corporate vehicle

Helios LLV Nine LLP

Indirect

-

100%

Corporate partner

Helios LLV Ten LLP

Indirect

-

100%

Corporate partner

Helios LLV Eleven Ltd

Direct

-

100%

Lloyd's of London corporate vehicle

Helios LLV Twelve Ltd

Direct

-

100%

Lloyd's of London corporate vehicle

Helios LLV Thirteen Ltd

Direct

-

100%

Lloyd's of London corporate vehicle

Helios LLV Fourteen Ltd

Direct

100%

100%

Lloyd's of London corporate vehicle

Helios LLV Fifteen Ltd

Direct

-

100%

Lloyd's of London corporate vehicle

Helios LLV Sixteen Ltd

Direct

-

100%

Lloyd's of London corporate vehicle

Helios LLV Seventeen Ltd

Direct

-

100%

Lloyd's of London corporate vehicle

Helios LLV Eighteen Ltd

Direct

100%

100%

Lloyd's of London corporate vehicle

Helios LLV Nineteen Ltd

Direct

-

100%

Lloyd's of London corporate vehicle

Helios LLV Twenty Ltd

Direct

100%

100%

Lloyd's of London corporate vehicle

Helios LLV Twenty One Ltd

Direct

-

100%

Lloyd's of London corporate vehicle

Starter Home One Limited

Direct

-

100%

Lloyd's of London corporate vehicle

Starter Home Two Limited

Direct

-

100%

Lloyd's of London corporate vehicle

Starter Home Three Limited

Direct

-

100%

Lloyd's of London corporate vehicle

Starter Home Four Limited

Direct

-

100%

Lloyd's of London corporate vehicle

Starter Home Five Limited

Direct

-

100%

Lloyd's of London corporate vehicle

Starter Home Six Limited

Direct

-

100%

Lloyd's of London corporate vehicle

Helios LLV Twenty Eight LLP

Indirect

-

100%

Corporate partner

Helios LLV Twenty Nine LLP

Indirect

-

100%

Corporate partner

Helios LLV Thirty LLP

Indirect

-

100%

Corporate partner

Starter Home Seven Limited

Direct

100%

-

Lloyd's of London corporate vehicle

Starter Home Eight Limited

Direct

100%

-

Lloyd's of London corporate vehicle

Starter Home Nine Limited

Direct

100%

-

Lloyd's of London corporate vehicle

Starter Home Ten Limited

Direct

100%

-

Lloyd's of London corporate vehicle

Starter Home Eleven Limited

Direct

100%

-

Lloyd's of London corporate vehicle

 

 

The movement in the equity portfolio is as follows:

2025

2024

LLVs

£'000

Other

£'000

LLVs

£'000

Other

£'000

At valuation

Opening balance at 1 January

151,019

898

114,987

898

Additions

1,195

-

1,520

-

Disposals

-

-

-

-

Unrealised gains

29,132

-

34,512

-

Closing balance at 31 December

181,346

898

151,019

898

At cost

Opening balance at 1 January

81,525

898

80,005

898

Additions

1,195

-

1,520

-

Total cost

82,720

898

81,525

898

Disposals

-

-

-

-

Unrealised gains

98,626

-

69,494

-

The additions relate to the following transactions in the year:

•  Acquisition of subsidiary Nameco (No.1025) Limited

9. Cash and cash equivalents

31 December 2025

£'000

31 December 2024

£'000

Cash at bank - GBP current account

16,555

7,188

Cash at bank - USD current account

6,232

1,399

Fixed-term deposit

6,203

20,348

Total

28,990

28,935

10. Income tax (charge)/credit

Analysis of tax charge in the year is shown below.

31 December 2025

£'000

31 December 2024

£'000

Current tax:

- current year

-

-

- prior year adjustment

-

(177)

Total current tax

-

(177)

Deferred tax:

- current year

-

-

- prior year adjustment

-

(2,177)

Total deferred tax

-

(2,177)

Income tax charge

-

(2,354)

Factors affecting the tax charge for the year and the differences are explained below. The tax rate for the year is 25% (2024: 25%).

31 December 2025

31 December 2024

£'000

£'000

Profit before tax

20,547

20,929

Tax calculated as profit before tax multiplied by the standard rate of corporation tax in the UK

 

-

 

5,232

Tax effects of:

- prior year adjustments

-

(2,354)

- rate change and other adjustments

-

-

- permanent disallowances

(20,547)

(8,603)

- Group relief

-

3,371

- other

-

-

Tax (charge)/credit for the year

-

(2,354)

11. Deferred tax expense

Deferred tax is calculated in full on temporary differences using a tax rate of 25% (2024: 25%). The movements in the deferred tax liabilities are as follows:

Charged to

Balance at beginning

of year

Statement of income

Other comprehensive

income

Balance at end of year

31 December 2025

£'000

£'000

£'000

£'000

Other

-

-

-

-

 

Charged to

Balance at beginning

of year

Statement of income

Other comprehensive

income

Balance at end of year

31 December 2024

£'000

£'000

£'000

£'000

Other

2,177

(2,177)

-

-

The company has not provided deferred tax on its gains on investments in subsidiaries due to the Substantial Shareholding Exemption ("SSE") rules in Taxation of Chargeable Gains Act 1992 Sch. 7AC which applied to share disposals on or after 1 April 2017. In general terms, the rule changes relaxed the conditions for the Group to qualify for SSE on a share disposal.

The company owns 100% of the share capital in all of its subsidiaries, and all are registered in the United Kingdom. A continual assessment of investments is carried out to test whether the SSE conditions continue to be met based upon information that is available to the Group and that there is no change to the accounting treatment in this regard under UK-adopted international accounting standards.

 

12. Borrowings

31 December 2025

£'000

31 December 2024

£'000

Borrowings

54,336

58,457

Total

54,336

58,457

The company has access to a sterling revolving loan facility ("RLF") with Barclays Bank Plc to the value of £20m. No draw downs on the RLF have been made during 2025.

On 15 December 2023 the Company secured an A - stable rating from Kroll Bond Rating Agency LLC ("KBRA") for up to US$100m seven-year unsecured debt at a fixed coupon of 9.5%.

An initial tranche of US$75m of the debt was drawn down on 15 December 2023.

This borrowing is subject to various covenants and amended in December 2025 to allow early repayment over 3 years instead of a single repayment in 2030.The fair value of borrowings is shown in note 5.1.

 

13. Share capital

In addition to voluntary disposal of shares by the shareholders, the Company may elect to perform share buy-backs from time to time at an agreed upon price. Such share buy-backs are entirely at the discretion of the management of the Company.

The ordinary shares are entitled to all benefits of, and bear all the risk of, the Company's investments in accordance with their terms. Each ordinary share carries the right to one vote on any resolution of the members as to the management of the Company.

The Directors may redeem any share issued by the Company at a premium.

For the year ended 31 December 2025 and 31 December 2024, the number of ordinary shares outstanding which were issued and redeemed were as follows:

 

 

 

Number of

Ordinary share capital

Partly paid ordinary share

capital

Share premium

Ending balance

31 December 2025

shares

£'000

£'000

£'000

£'000

Ordinary shares of 10p each and share premium

 

75,216,173

 

7,522

 

110

 

99,240

 

106,872

 

 

 

Ordinary

 

 

Partly paid ordinary share

 

 

 

Share

 

 

 

Ending

 

31 December 2024

 

Number of shares

share capital

£'000

capital

£'000

premium

£'000

balance

£'000

Ordinary shares of 10p each and share premium

 

78,110,000

 

7,811

 

110

 

98,882

 

106,803

 

 

Number of shares

 

 

2025

 

 

2024

Allotted, called up and fully paid ordinary shares:

- on the market

68,485,918

71,342,967

- Company buy-back of ordinary shares

5,630,255

5,667,335

74,116,173

77,010,302

Uncalled and partly paid ordinary shares under the JSOP scheme

1,100,000

1,100,000

75,216,173

78,110,302

 

 

Dividend paid or proposed

A dividend of £7,137,992 was paid during the year (2024: £4,419,000).

A final dividend of 10p is being proposed in respect of the financial year ended 31 December 2025.

 

Treasury shares

The Company has in previous years bought back some of its own ordinary shares on the market and these are held in treasury. During 2024, the Company has bought back a further 3,007,570 shares for a total consideration of £4,529,000. The average price per share was 151p.

The retained earnings have been reduced by a further £4,529,000, being the consideration paid on the market for these shares, as shown in the statement of changes in equity.

The Company cannot exercise any rights over these bought back and held in treasury shares and has no voting rights. No dividend or other distribution of the Company's assets can be paid to the Company in respect of the treasury shares that it holds.

As at 31 December 2025, the 3,052,013 own shares bought back for a total of £7,263,790 represent 3.9% of the total allotted, called up and fully paid ordinary shares of the Company of 75,216,173, after the completion of the tender offer.

14. Share options

Joint Share Ownership Plan ("JSOP")

500,000 shares have been vested as at 31 December 2021. On 16 August 2021, a further 600,000 shares were issued.

 

Effect of the transaction

The beneficial interests of the Executives are as follows:

 

2025

2024

Interests in jointly owned

 

Interests in jointly

ordinary shares

issued under

Other interests

in ordinary

 

Total

owned ordinary

shares issued

 

Other interests in

JSOP

shares

shareholding

under JSOP

ordinary shares

Total shareholding

Arthur Manners

-

477,500

477,500

477,500

720,009

1,197,509

Nigel Hanbury

-

7,527,680

7,527,680

622,500

8,872,225

9,494,725

The JSOP is to be accounted for as if it were a premium priced option, and, therefore, Black Scholes model has been applied to determine the fair value. As the performance condition will eventually be trued up, a calculation of the fair value based on an algebraic Black Scholes calculation of the value of the "as if" option discounted for the risk of forfeiture or non- vesting

is reasonable. The discount factors are for the risk that an employee leaves and forfeits the award or the failure to meet the performance condition with the result the JSOP awards do not vest in full or at all.

The basic Black Scholes calculation for the new awards is based on the following six basic assumptions:

(a) market value of a share at the date of grant (155p);

(b) expected premium or threshold price of a share (174.8p);

(c) expected life of the JSOP award (three years);

(d) risk-free rate of capital (1%);

(e) expected dividend yield (1.9%); and

(f) expected future volatility of a Helios share (20%).

Share-based payments

Since 2022, the Company operated the Helios Underwriting plc Long-Term Incentive Plan ("LTIP").

On 16 December 2022, the Company granted 571,427 awards under the LTIP in the form of nil-cost options. Under the same plan, the Company granted 491,227 on 30 May 2023, 520,717 on 14 June 2024 and 112,500 on 27 September 2024.

The awards' performance conditions set threshold (30%) to stretch (60%) targets in respect of the Company's total shareholder return ("TSR") over the three-year period following the grant of the awards. No portion of the awards shall vest unless the Company's TSR at the end of the performance period reaches the threshold target, for which one quarter of the awards would vest, rising on a straight-line basis to full vesting of the awards for the Company's TSR over the performance period being equal to the stretch target or better. In the case of Executive Directors, any vested shares will be subject to a two-year holding period.

On 5 April 2023 a further 875,000 awards were made under the Company's LTIP, with the terms set out below. Of these awards, 525,000 have now lapsed, leaving 350,000 options subject to the performance conditions below.

The awards' performance conditions set threshold (50%) to stretch (100%) targets in respect of the Company's total shareholder return ("TSR") over the five-year period following the grant of the awards. No portion of the awards shall vest unless the Company's TSR at the end of the performance period reaches the threshold target, for which one quarter of the awards would vest, rising on a straight-line basis to full vesting of the awards for the Company's TSR over the performance period being equal to the stretch target or better. In the case of Executive Directors, any vested shares will be subject to a two-year holding period.

During 2024 an award of 70,000 LTIP awards were granted on 27 September with no performance conditions attached to facilitate a senior executive buyout. These awards vest on 5 March 2025 subject to continued service.

During 2025, total awards of 584,020 shares were granted. Of these, 468,899 were awarded. The awards' performance conditions set threshold (30%) to stretch (60%) targets in respect of the Company's TSR over the three-year period following the grant of the awards. The remaining 115,121 shares were awarded with no performance conditions. These awards vest through the period October 2026 and March 2028.

The awards for the Executive Directors are set out in the Directors' Remuneration Report.

The fair value of the LTIP awards is calculated using a Monte Carlo (Stochastic) model taking into account the terms and conditions of the awards granted. The inputs into the model were based on specific details at the date of grant and therefore ranged across 2025 valuations as follows:

share price at date of grant: 207.0p - 244.0p

exercise price: 0p

risk-free rate of interest: 3.62%-4.01%

expected dividend yield: 0%

expected volatility: 31.01%-32.89%

expected life: 0.85-3.00 years

The resulting fair value of 56.53p includes the impact of the holding period.

No options were exercised during the year. The expected volatility is based on the movement in the share price over a certain period prior to the grant date.

 

A total fair value amount of £2,580,000 has been/will be charged as an expense over the vesting period in the statement of income as follows:

Total expense £'000

Calendar Year

2025

2024

2022

5

5

2023

274

275

2024

506

506

2025

622

556

2026

650

313

2027

378

177

2028

145

27

Total

2,580

1,859

 

15. Earnings per share

Basic earnings per share is calculated by dividing the net profit attributable to ordinary equity holders of the Company after tax by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share is calculated by dividing the net profit attributable to ordinary equity holders of the 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.

The earnings per share and weighted average number of shares used in the calculation are set out below:

 

31 December 2025

31 December 2024

Profit/(loss) for the year after tax attributable to ordinary equity holders of the Parent (£)

 

20,546,581

 

18,575,000

Basic - weighted average number of ordinary shares

70,950,611

72,672,057

Adjustment for Long-Term Incentive Plan

2,246,524

2,049,969

Adjustment for JSOP scheme

1,100,000

1,100,000

Diluted - weighted average number of ordinary shares

74,297,135

75,822,026

Basic profit/(loss) per share (p)

28.97

25.56

Diluted profit/(loss) per share (p)

27.67

24.50

 

16. Related party transactions

Helios Underwriting plc has inter-company loans with its subsidiaries which are repayable on demand

 provided it does not jeopardise each company's ability to meet its liabilities as they fall due. All inter-company loans are, therefore, classed as falling due within one year. The amounts from/(to) subsidiaries exceeding £1m as at 31 December 2025 are set out below:

The key drivers of movement are profit distribution and Funds at Lloyd's. The profits distributed from 2022 year of account is the main driver for change between 2024 and 2025.

 

 

31 December 2025

£'000

31 December 2024

£'000

Nameco (No. 917) Limited

1,458

5,133

Helios UTG Partner Limited

10,137

14,119

Chapman Underwriting Limited

3,516

7,284

Romsey Underwriting Limited

3,951

3,928

Catbang 926 Limited

3,645

4,623

Queensberry Underwriting Limited

2,749

3,508

Chanterelle Underwriting Limited

2,035

2,485

Clifton 2011 Limited

1,271

2,147

Exalt Underwriting Limited

1,107

2,159

Harris Family UTG Limited

1,335

1,986

Whitehouse Underwriting Limited

1,055

1,018

Risk Capital UTG Limited

2,111

2,577

Nameco (No. 1208) Limited

930

1,258

Subsidiaries balance below £1,000,000

2,497

9,823

Due from related parties

37,797

62,048

 

31 December 2025

£'000

 

31 December 2024

£'000

N J Hanbury Limited

(876)

2,403

Advantage DCP Limited

(2,361)

(2,371)

Park Farm Underwriting Limited

(1,608)

(1,398)

Hyde Park Capital Limited

(194)

5,532

Nameco 1113

(1,352)

(251)

Subsidiaries balance below £1,000,000

(3,922)

(10,796)

Due to related parties

(10,313)

(6,881)

 

During 2025, the following Directors received dividends in line with their shareholding held:

Shareholding at date dividend

declared

 

 

Dividend received

 

Director

30 June 2025

£

14 July 2025

£

Nigel Hanbury (either personally or has an interest in)

9,529,725

952,973

Andrew Christie

34,451

3,445

Arthur Manners (either personally or has an interest in)

1,197,509

72,001

Tom Libassi (has an interest in)

13,413,500

1,341,350

Directors' remuneration

31 December 2025

31 December 2024

Directors

£

£

Arthur Manners

223,375

460,000

Edward William Fitzalan-Howard

-

8,000

Andrew Christie

34,833

33,000

Nigel Hanbury

40,417

135,000

Martin Reith

-

872,000

Tom Libassi

26,667

25,000

Michael Wade

113,500

218,000

John Chambers

506,476

27,000

Katharine Wade

42,083

13,000

Joanna Parsons

8,438

-

Louis Tucker

353,692

-

Adhiraj Maitra

304,937

-

Total

1,654,418

1,791,000

All related party transactions were made on terms equivalent to those that prevail in arm's length transactions.

17. Contingencies

As at 31 December 2025 and 31 December 2024, the Company did not have any contingencies.

18. Subsequent events

In respect of the year ended 31 December 2025, a final dividend of 10p per fully paid ordinary share amounting to a total dividend of £6,958,591 is to be proposed at the Annual General Meeting on 22 June 2026. These Financial Statements do not reflect this dividend payable.

A new share repurchase program was announced on 9 April 2026 to return up to a maximum aggregate amount £2,000,000 to the Company's shareholders. As at 14 May 2026, 161,605 shares have been repurchased at an average price of 211.47p per share.

14 January 2026 Helios acquired 100% of the share capital of Nameco No. 364 Limited for a consideration of £3,450,000.

 

Registered Officers and Advisers

 

Directors

John Chambers (Non Executive Chairman)

Louis Tucker (Chief Executive Officer)

Adhiraj Maitra (Director of Finance and Operations)

Nigel Hanbury (Non-executive Deputy Chairman)

Thomas (Tom) Libassi (Non-executive Director)

Andrew Christie (Non-executive Director)

Katie Wade (Non-executive Director)

Joanna Parsons (Non-executive Director)

 

Company Secretary

Reva Jain

 

Shakespeare Martineau

Level 19, The Shard

32 London Bridge Street

London

SE1 9SG

 

Company number

05892671

 

Registered office

1st Floor, 33 Cornhill

London EC3V 3ND

 

Statutory auditors

 

PKF Littlejohn LLP

30 Churchill Place

London E14 5RE

 

Lloyd's members' agent

 

Argenta Private Capital Limited

70 Gracechurch Street

London EC3V 0HR

 

Hampden Agencies Limited

40 Gracechurch Street

London EC3V 0BT

 

Registrars

 

Neville Registrars Limited

Neville House

Steelpark Road

Halesowen B62 8HD

 

Nominated adviser, joint broker and financial adviser

 

Peel Hunt LLP

100 Liverpool St

London EC2M 2AT

 

Joint broker

 

Singer Capital Markets

1 Bartholomew Lane

London EC2N 2AX

 

Helios Underwriting plc

1st Floor, 33 Cornhill

London, United Kingdom

EC3V 3ND

www.huwplc.com

 

 

 

 

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