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REG - Helios Underwriting - Half Year Results

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RNS Number : 1017B  Helios Underwriting Plc  29 September 2025

Helios Underwriting Interim Results

Six months ended 20 June 2025

Our portfolio continues to benefit from outstanding Lloyd's market conditions

Helios Underwriting ('Helios'), 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, is pleased to announce its interim financial
results for the half year ended 30 June 2025.

 

The Lloyd's Market continues to report strong performance and the outlook for
2026 remains positive. Consequently, Helios has and will benefit from its
outstanding pipeline profits generated from its broad Lloyd's syndicate
portfolio for an extended period.

 

Key highlights

·      6p increase in net asset value (NAV) to £2.39 per share (2024
year-end, post 10 pence dividend payment: £2.33)

·      NAV is expected to increase further in H2 as a greater proportion
of pipeline profits are recognised

·      Operating expense (over six months) relative to capacity has
reduced by 53.4% Q2 2024

·      £21m of net underwriting profits from 2022 year of account was
received in May 2025; £14.3m is being returned to the shareholders

·      A total cash dividend of 10 pence per share paid to shareholders
(2024: 6p)

·      Dividend and total expected return of capital of 20p per share in
2025 (2024: 12p per share), which includes our forthcoming tender offer

·      Profit before tax of £4.4m (H2 2024: £1.2m restated) driven by
reduced expenses and impact of foreign exchange (FX) change on debt
revaluation

·      £40m of Net underwriting profits expected to be received in 2026
from the 2023 year of account. We expect 2024 year of account to produce
another strong return

·      Continued focus on reducing operational gearing in 2025

·      Louis Tucker appointed as the Chief Executive Officer

·      Hosting our first Capital Markets Day on 21 October, 2025 for
shareholders and existing / new investors

 

Interim Executive Chairman, John Chambers, commented:

 

"The strong pricing environment in the insurance market continues to show
through in our pipeline profits. The 2023 profit forecast continues to improve
in line with expectations. Historic development patterns indicate that further
improvement is likely in the final half year. The 2023 underwriting profit
will be received by us next year and will be the largest made by Helios by
some margin.

 

The 2024 calendar year experienced above average losses with hurricanes Helene
and Milton resulting in market wide insured losses of $20 billion each and the
Baltimore Bridge Collapse one of the costliest losses ever to have hit the
marine insurance market. Whilst the significant California wildfires occurred
in early 2025 much of the estimated $40 billion in losses will fall to the
2024 year policies. In spite of this the mid-point forecast of 8.0% profit on
capacity has improved in the half year and is tracking towards a strong
ultimate result. This demonstrates the underlying strength of pricing
adequacy.

 

Whilst the 2025 year of account is at a very early stage of development, we
are hopeful that the current strong rating environment will ultimately result
in good returns for this year and beyond despite the modest headwind of a
softening US Dollar The ongoing strong financial performance of Helios
reflects the strength of our unique proposition, our continued strategic
delivery and favourable underwriting conditions. As a result, we have been
able to continue to unlock shareholder returns, including a dividend payment
of 10 pence per share in 2025."

 

"Operationally, we are very pleased with the progress made in the first half
of the year. The appointment of Louis Tucker as Chief Executive Officer marks
a significant milestone for the business. Louis brings over two decades of
experience, including deep expertise in third-party capital, and will be
instrumental in driving forward Helios's long-term strategy.

 

"We've also invested in the future of the business by adding three talented
graduates to our team and accelerating our focus on digitalisation and
portfolio management - key areas that will enhance our operational
capabilities.

 

"Helios remains a unique proposition for investors seeking access to this
favourable market, and we remain confident that, from a returns perspective,
the most attractive years of this insurance cycle are still to come and are
excited about the opportunities that lie ahead."

 

 

For more information, please contact:

 

Helios Underwriting plc

 

John Chambers - Interim Executive Chairman

Email: John.Chambers@huwplc.com (mailto:John.Chambers@huwplc.com)

Tel: +44 (0)203 965 6441 

 

 

Adhiraj Maitra - Director of Finance and Operations

Email: Adhiraj.maitra@huwplc.com (mailto:Adhiraj.maitra@huwplc.com)

Tel: +44 (0) 203 743 2114

 

 

Deutsche Numis (Nomad and Broker)

 

Giles Rolls / Charles Farquhar

Tel: +44 (0)20 7601 6100

 

FTI Consulting

 

Ed Berry
Tel: +44 (0)7703 330 199

 

Christian Harte

Tel: +44 (0)7974 288 763

 

 

 

Interim Results

Six months ended 30 June 2025

 

The improvement in underwriting conditions in the insurance market over recent
years continues to feed through to the profitability of Helios and is
reflected in our net asset value ("NAV") growth.

 

Following the transition to a Fair Value (FV) accounting methodology, we
intend to provide Net Asset Value (NAV) reporting on a more frequent basis,
subject to the timely availability of data from Lloyd's. This change is
intended to improve the consistency and transparency of financial reporting
for stakeholders.

The introduction of investment entity accounting under IFRS 10, for year-end
2024, has changed the reporting of the financial information. The areas with
significant impacts to the interim results as part of the movement in the fair
value of investments are:

 

·    Capacity revaluations as an input to fair value of investments -
amounts included will now appear as part of the pre-tax profits. No changes to
the year-end 2024 reported value, as there are no Lloyd's auctions in the
first half of the year to have an impact on the capacity values.

 

·    Profits recognition - a proportion of the profits based on the
syndicate profit estimates submitted to Lloyd's, using quarterly recognition
factors. These changes used in the valuation methodology for investment entity
accounting are more in line with the valuation methodology generally used in
the Lloyd's market and recognises the changes in reporting introduced by
Lloyd's.

 

This refinement of our profit recognition methodology results in the Q2
estimates being initially constrained to allow for potential future
volatility, but we would typically expect the profit estimates to grow
steadily to a higher value in Q4 as the inherent uncertainty reduces over
time.

 

Summary Financial Information
Net asset value

-       Year-end NAV per share was £2.43, reduced to £2.33 post
payment of 10 pence dividend

-       Movement in H1 NAV per share is a 6p increase to £2.39

This increase is mainly driven by the recognition of underwriting profit in Q2
2025. The increase in cumulative profit relative to Q4 2024 was used in
calculating the NAV.

The growth in the net asset value per share remains a key management metric
for determining growth in value to shareholders.

Net Asset value per share

                                      30-Jun-25                    31-Dec-24                              Notes
                                      £'000                        £'000
 Total net assets (net of dividends)       170,391                           165,982                      (less £7.1m dividend)
 Shares in issue                              71,380                            71,343
 Net asset value per share (£)                    2.39                              2.33

 

Following changes to the profit recognition methodology, we have taken a more
conservative approach and now recognise a higher proportion of the profit in
the second half of the year. This reflects the seasonality of claims activity
in a typical year due to the timing of the hurricane season in the North
Atlantic. In normal circumstances we would expect an uplift in the NAV in the
second half.

 

 

Total shareholder return

Helios is committed to returning capital to shareholders. In 2025 capital of
10p per share has been returned to shareholders through payment of an
increased dividend, along with a 10p per share proposed tender offer (a 66%
increase to the 12p per share returned in 2024). Note, the tender offer will
not have an impact on the NAV per share value.

Distribution to shareholders

                                        2025                   2024
                                        £m    Pence per share  £m   Pence per share
 Share buyback/tender offer (proposed)  7.2   10               4.5  6
 Base Dividend                          7.1   10               4.4  6
 Total                                  14.3  20               8.9  12

 

Helios expense analysis

The continued scale of the business has helped to reduce our operating costs
as a proportion of syndicate capacity portfolio. Operating costs were reduced
in 2025 and expected to be maintained at a more sustainable level in future.
In 2024 operating costs included the impact of previous plans to establish a
new Helios follow syndicate; this is no longer part of our strategy. Higher
finance costs, reflecting the impact of increased leverage, have been reduced
in 2025 and will be reduced further in future years as we replace these
arrangements with retained cash flow. A comparison at a group level and
details included below:

Expense analysis

                                      2025 H1 Actual  2024 H1 Actual
                                      £'000           £'000
 Operating costs                      2,364           5,076
 Unsecured Loan Note                  2,783           ,821
 Portfolio stop loss                  -               1,750
 Portfolio funds at Lloyds Financing  722             1,166
 Total costs                          5,869           10,813

Operating costs

The operating ratio, i.e. operating expense relative to gross capacity, over
six months has decreased from 0.98% for H1 2024 to 0.48% in H1 2025. We expect
a similar reduction in the second half of the year.

There is a marginal increase in the estimate for 2025, mainly due to allowing
for Director's bonus, that was not considered in the estimate for 2025
reported previously at year end 2024. Operating cost ratio will continue to be
a key performance metric for Helios.

 

Subsidiary costs include Lloyd's fees, brokerage associated with syndicate
participation, and any other charges specific to corporate members; these are
accounted for individually and are part of the net asset value calculation.

 

 

Financing costs

There have been no further changes to the financing strategy outlined in the
annual report published in May 2025. The financing costs include the debt
interest payment and the excess of loss facility costs.  The excess of loss
financing costs are considered within the subsidiary expenses.

 

Helios portfolio information

The returns generated from underwriting results remain strong as the
underlying profitability of the portfolio continues to be recognised. The
improved rates achieved in the last few years have contributed to the
profitability of the portfolio.

 

There are no changes to the portfolio in the first half of the year. The
Convex syndicate started underwriting in April 2025, but was already included
in the year-end estimate of total capacity of £491m.

 

The table below shows the split of established and new syndicates in the gross
portfolio over the last four years. The comparison between 2024 and 2025 years
of account demonstrates the remediation action carried out last year to
improve the quality of the portfolio.

 

Portfolio Information

                  As at 30th June 2025               As at 30th June 2025
                  New      Established  Total        New      Established  Total
 Year of account  £m       £m           £m           %        %            %
 2022             16.5     235.1        251.6        7%       93%          100%
 2023             63.6     254.4        318.0        20%      80%          100%
 2024             190.2    328.5        518.7        37%      63%          100%
 2025             95.1     395.9        491.0        19%      81%          100%

At this stage of the year, we expect the 2026 YOA portfolio to be broadly
similar in size with a higher proportion of freehold capacity. We also expect
to exit from a small number of underperforming syndicates and where possible,
replace with new opportunities.

 

Current performance
As mentioned previously, the syndicate forecast for 2023 and 2024 YOA profits
include the impact of a few large loss events as well as the impact of FX
change. Despite these factors, the 2024 syndicate profit forecast of 8.0% as a
percentage of capacity at 30(th) June 2025(7.6% as at 31(st) March 2025), has
improved and the year is tracking towards a strong ultimate result. This
further demonstrates the advantages of the portfolio management strategy of
Helios and the strength of pricing adequacy within the market. Whilst at a
very early stage of development the 2025 year of account is developing in line
with expectations.

 

Portfolio performance

 Year of Account                     2025   2024   2023

                                     £m     £m     £m
 Capacity
 Retained                            322.6  403.5  251.7
 Reinsured / third party supported   158.3  115.2  66.3
 Total capacity                      490.9  518.7  318.0
 Profit forecast at 31st March 2025         7.6%   15.2%
 Profit forecast (30(th) June 2025)         8.0%   15.6%
 Improvement in profit forecast             0.4%   0.4%

 

Capital Position as at 30th June 2025 supporting 2025 YOA and prior portfolio

Our capital position remains broadly unchanged from the year-end. There is a
reduction in Helios own funds and the excess of loss funds due to the movement
in FX and our decision to scale back this form of gearing.

 

Capital Position

 Underwriting capital              30 June 2025   31 Dec 2024

                                  £m              £m
 Third Party Capital              32.9            31.6
 Excess of loss funds at Lloyd's  20.8            26.1
 Helios own funds                 67.9            72.2
 Solvency credits                 105.7           102.7
 Total                            227.3           232.6

 

The improvement in the solvency position of the portfolio, increasing
available solvency credits to £105.7m, reflects profits recognised by the
syndicates in the portfolio.

 

Condensed statement of Income

Six months ended 30 June 2025

 

                                               30-Jun-25                               30-Jun-24
                                               £'000                                   £'000
                                         Note                                          (Restated)
 Income
 Interest income                                             491                                         716
 Dividend income                                                -                                           -
 Net gains on financial assets at FVTPL  4                4,728                                       7,805
 Other income                                                100                                         746
 Total income                                             5,319                                       9,266
 Expenses
 Operating expenses                                     (2,148)                                     (5,202)
 Interest expense                                       (2,783)                                     (3,106)
 Other expenses                                            (991)                                       (217)
 Total expenses                                         (5,922)                                     (8,525)
 Operating profits                                         (604)                                         741
 Foreign exchange movements              7                5,017                                          469
 Net profit before income tax                             4,414                                       1,210
 Income tax (charge)/credit              5                        -                                 (2,177)
 Net profit for the year after tax                        4,414                                        (967)
 Basic EPS                               6                  6.19                       (1.31)
 Diluted EPS                             6                  5.92                       (1.31)

 

 

Condensed statement of Financial Position

As at 30 June 2025

                                      30 June 2025                              31 December 2024
                                      £'000                                     £'000
                               Note
 Assets
 Equity investments at FVTPL   3.2           156,644                                 151,916
 Due from related parties      9               37,053                                  62,048
 Deferred tax                                          -                                       -
 Other debtors                                      110                                     110
 Cash and cash equivalents                     49,551                                  28,935
 Total assets                                243,358                                 243,009
 Liabilities                                           -                                       -
 Borrowings                    3.1             53,543                                  58,457
 Due to related parties                          7,987                                   6,881
 Other creditors                                    380                                     106
 Accruals and other payables                   11,057                                    4,449
 Total liabilities                             72,966                                  69,893
 Equity                                                -                                       -
 Share capital                 10                7,811                                   7,811
 Treasury shares               10    (8,211)                                   (8,265)
 Share premium                 10              98,882                                  98,882
 Other reserves                10                   718                                     786
 Retained earnings                             71,192                                  73,902
 Total equity                                170,392                                 173,116
 Total liabilities and equity                243,358                                 243,009

 

 

Condensed statement of changes in equity

Six months ended 30 June 2025

 

 

                                        Share capital                                                 Treasury shares  Share premium  Other                                                             Retained                                                                      Total

reserves
earnings
equity
                                        £'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                                          -                      54               -                                                     (68)                                                                        14                           -
 Net profit/(loss) for the year        -                                                              -                -              -                                                                 4,414                                                                         4,414
 Dividends paid/ payable               -                                                              -                -              -                                                                 (7,138)                                                                       (7,138)
 At 30 June 2025                       7,811                                                          (8,211)          98,882         718                                                               71,192                                                                        170,392

 At 1 January 2024                     7,795                                                          (3,736)          98,597         190                                                               37,256                                                                        140,102
 Restatement of prior period           -                                                              -                -              110                                                               17,533                                                                        17,643
 At 1 January 2024 - restated          7,795                                                          (3,736)          98,597         300                                                               54,789                                                                        157,745
 Company buy back of ordinary shares   -                                                               (811)           -              -                                                                 -                                                                             (811)
 Share issue net of transaction costs  -                                                              -                -              -                                                                 -                                                                             -
 Net profit/(loss) for the year        -                                                              -                -              -                                                                 (967)                                                                         (967)
 Dividends paid/payable                -                                                              -                -              -                                                                 (4,418)                                                                       (4,418)
 At 30 June 2024 - restated            7,795                                                          (4,547)          98,597         300                                                               49,404                                                                        151,549

 

 

Condensed statement of cash flows

Six months ended 30 June 2025

 

                                                              30 June 2025                                      30 June 2024
                                                              £'000                                             £'000
                                                       Note                                                     (Restated)
 Cash flows from operating activities
 Profit before tax                                                           4,414                                            1,210
 Adjustments for:
  - Net gain on financial assets at FVTPL              4                    (4,728)                                          (7,805)
  - Purchase of equity investments                     8                             -                                                -
 Foreign exchange on net borrowings                                         (5,017)                                              469
 Changes in operating assets and liabilities:                                      -                                                -
  - Decrease/(increase) in due from related parties                        24,997                                            (1,214)
 -  Increase in due to related parties                                       1,106                                              (531)
  - Decrease/(increase) in other debtors                                        299                                          (1,241)
  - Increase in accruals and other payables                                    (454)                                          3,588
 Net cash used in operating activities                                     20,616                                            (5,524)
 Cash flows from financing activities
 New shares issued                                     10                          -                                                -
 Share buy-back                                        10                          -                                            (811)
 Net proceeds from borrowings                                                        -                                                -
 Repayment of borrowings                                                             -                                                -
 Net cash (used in)/provided by financing activities                               -                                            (811)
 Net (decrease)/increase in cash and cash equivalents                      20,616                                            (6,335)
 Cash and cash equivalents at beginning of year                            28,935                                           40,596
 Cash and cash equivalents at end of year                                  49,551                                           34,261

 

Analysis of changes in net debt

 

                                  At 1 Jan 2025                       Cashflows                       Currency translation                   30 Jun 2025
                                  £'000                               £'000                            £'000                                 £'000

  Cash and cash equivalents                     28,935                            20,616              -                                                49,551
  Unsecured debt                  (59,793)                           -                                               (5,017)                (54,775)
 Total                            (30,858)                                        20,616                            (5,017)                 (5,225)

 

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

Notes to the condensed financial information

Six months ended 30 June 2025

 
1.     General information

 

Helios Underwriting plc ("Helios" or the "Company") is an investment company
with variable capital incorporated on 1 September 2007, organised under the
laws of the United Kingdom. It is quoted on AIM and was incorporated in
England, domiciled in the UK. Our registered office is 1st Floor, 33 Cornhill,
London EC3V 3ND. The principal purpose of Helios 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 Helios. We prepare
separate financial information as its only financial information, and its
subsidiaries are not consolidated in line with IFRS 10.

 

We have aggregated our investments in similar entities in line with IFRS12.

These condensed financial information do not comprise statutory accounts
within the meaning of section 434 of the Companies Act 2006. Statutory
accounts for the year ended 31 December 2024 were approved by the board of
directors on 29 May 2025 and delivered to the Registrar of Companies. The
report of the auditors on those accounts was unqualified, did not contain an
emphasis of matter paragraph and did not contain any statement under section
498 of the Companies Act 2006.

 

2.     Accounting policies

Basis of preparation

These condensed interim financial information have been prepared in accordance
with IAS 34 'Interim Financial Reporting' and the AIM rules. They do not
include all of the information required for full IFRS annual financial
information and should be read in conjunction with the financial information
of the Company for the year ended 31 December 2024.

 

The condensed interim financial information is prepared for the six months
ending 30 June 2025. The condensed interim financial information for the six
months ending 30 June 2025 and June 2024 are unaudited, but have been subject
to review by our auditors.

 

The accounting policies adopted by us in these interim condensed financial
statements are consistent with those applied by us in its financial statements
for the year ended 31 December 2024.

 

Going concern

Helios has net assets at the end of the reporting period of £170.4m (31
December 2024: £173.1m).

Our 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, and they
intend to continue this participation in the 2025 year of account.

The Directors have a reasonable expectation that we have adequate resources to
meet their underwriting and other operational obligations for the foreseeable
future. Accordingly, they continue to adopt the going concern accounting basis
in preparing the Financial Information.

 

Material accounting policy information

The accounting policies adopted by us in these interim condensed financial
information are consistent with those applied by us in our financial
statements for the year ended 31 December 2024.

 

There were no new UK-adopted IAS or amendments to UK-adopted IAS applicable to
the current period which had any significant impact on our Financial
Information.

 

3.     Fair value measurement

 

The valuation of the equity investments at Fair value through P&L (FVTPL)
include several key components which are set out below:

 

Syndicate capacity

The Market Approach is the primary approach in estimating the fair value 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 fair value 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 made a provision of 10% on capacity
to reduce the value of capacity held on the balance sheet.  An independent
model that takes into consideration various uncertainties around auction
trading has been developed to validate the 10% reduction in capacity value
assumed since Q4 2024 reporting. It should be noted that there are no Lloyd's
auctions in the first half of the year, resulting in no changes to the
capacity values estimated since Q4 2024.

 

Funds at Lloyd's

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 fair value
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 fair value 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
YOA.

 

Quarterly Monitoring Returns A and B are considered to be a reasonable and
supportable proxy in determining the fair value of open year results.

 

Profits recognition

The Board considers the potential syndicate profits that the syndicate
management are forecasting. The ultimate YOA profits forecasted by syndicates
are included in the QMRs submitted to Lloyd's in each quarter. A quarterly
recognition pattern is applied to reflect the inherent uncertainty in those
forecasts which are subject to changes in the ultimate outcome.

 

Following changes to the profit recognition methodology, we have taken a more
conservative approach and now recognise a higher proportion of the profit in
the second half of the year. This reflects the seasonality of claims activity
in a typical year due to the timing of the hurricane season in the North
Atlantic. In normal circumstances we would expect an uplift in the NAV in the
second half.

 

The profit recognition methodology has been further refined to assume a
gradual increase in recognition over twelve quarters. This approach has been
reviewed and approved by the Board.

 

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.

 

3.1 Borrowings

For most 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:

Borrowings

             2025                         2024
             Carrying amount  Fair value  Carrying amount  Fair Value

             £'000            £'000       £'000            £'000
 Borrowings  53,543           58,148      58,457           62,802

 

 The fair values of borrowings are based on discounted cash flows using a
current borrowing rate and FX 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.

3.2 Movements in Level 3 financial instruments

The following table presents the movement in Level 3 instruments for the half
year ended 30 June 2025:

 As at 30 June 2025  Equity investments
                     £'000
 Opening balance     151,917
 Purchases           -
 Sales               -
 Net gains/(losses)  4,728
 Total               156,645

 

The following table presents the movement in Level 3 instruments for the year
ended 31 December 2024:

 As at 31 December 2024  Equity investments
                         £'000
 Opening balance         115,885
 Purchases               1,520
 Sales                   -
 Net gains/(losses)      34,512
 Total                   151,917

 

 

3.3 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 our Level
3 assets.

                             Amount      Valuation technique                 Significant unobservable inputs
 As at 30 June 2025          £'000
 Equity investments          155,746     Discounted projected cash flows     *Projected cash flows of syndicates

*Auction prices and syndicate capacity

*Discount rate

 As at 31 December 2024
 Equity investments          151,019     Discounted projected cash flows     *Projected cash flows of syndicates

*Auction prices and syndicate capacity

*Discount rate

 

3.4 Quantitative analysis of significant unobservable inputs

See section "Equity investments at FVTPL" for details on the unobservable
inputs, notably the pipeline profit calculation and capacity valuation. The
following should also be noted:

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.

3.5 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                                          30 June 2025
                                                              £'000
 *Pipeline profits - a range of extreme recognition patterns  Faster and unrealistic recognition: 0% Q2, 100% Q6 and Q10  +£15,933
                                                              Slower recognition: 25% Q2, 39% Q6 and 85% Q10              -£9,352

 

The sensitivity shows that lower recognition in more mature quarters has a
bigger impact on the net result than in the first few quarters. The selected
pattern sits somewhere between the faster pattern/higher profit and slower
pattern/lower profit.

 

4.     Net gains on financial assets at FVTPL

 

                                                30 June 2025   30 June 2024

                                                £'000           £'000
 Unrealised gains on investments               4,728           7,805
 Realised gains on investments and currencies  -               -
 Net gains on financial assets at FVTPL        4,728           7,805

 

 

 

5.     Income tax charge

 

Analysis of tax charge in the period

 

                           30 June 2025   30 June 2024

                           £'000           £'000
 - current year           -               -
 - prior year adjustment  -               (2,177)
 Total current tax        _               (2,177)

The income tax expense is recognised based on management's best estimate of
the current annual income tax rate expected for the full financial year. The
annual tax rate used is 25% (2024: 25%).

 

6.     Earnings per share

 

Basic earnings per share is calculated by dividing the profit attributable to
ordinary shareholders 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 by the weighted average number of
ordinary shares outstanding during the period, 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.

Earnings per share has been calculated in accordance with IAS 33 "Earnings per
share".

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

 

                                                                                 30 June 2025 Unaudited  At 30 June 2024

                                                                                                         Restated
 Profit for the period after tax attributable to ordinary equity holders of the  4,413,500               (967,020)
 parent
 Basic - weighted average number of ordinary shares                              71,342,947              73,727,064
 Weighted average number of ordinary shares for diluted earnings per share       74,579,624              76,285,215
 Basic earnings/(loss) per share                                                 6.19p                   (1.31)p
 Diluted earnings/(loss) per share*                                              5.92p                   (1.31)p
 * Diluted loss per share is not permitted to be reduced from the basic loss
 per share.

 

7.     Foreign exchange movements

 

The exchange movements are a result of the exchange rate moving from year end
to 30(th) June and its impact on the revaluation of the loan.

 

8.     Dividends paid or proposed

 

It was proposed and agreed at the AGM on 30 June 2025 that a dividend of 10p
would be payable. The Dividend was paid post period end on 17 July 2025
totalling £7,138,000 and has been accrued in the period ended 30 June 2025.

 

9.     Investments in Subsidiaries

 

 

                                     Direct/indirect  2025        2024

 Company or partnership              interest         ownership   ownership   Principal activity
 Nameco (No. 917) Limited            Direct           100%        100%        Lloyd's of London corporate vehicle
 Nameco (No. 346) Limited            Direct           100%        100%        Lloyd's of London corporate vehicle
 Charmac Underwriting Limited        Direct           100%        100%        Lloyd's of London corporate vehicle
 RBC CEES Trustee Limited((ii))      Direct           100%        100%        Joint Share Ownership Plan
 Chapman Underwriting Limited        Direct           100%        100%        Lloyd's of London corporate vehicle
 Advantage DCP Limited               Direct           100%        100%        Lloyd's of London corporate vehicle
 Romsey Underwriting Limited         Direct           100%        100%        Lloyd's of London corporate vehicle
 Helios UTG Partner Limited((i))     Direct           100%        100%        Corporate partner
 Salviscount LLP                     Indirect         100%        100%        Lloyd's of London corporate vehicle
 Inversanda LLP                      Indirect         100%        100%        Lloyd's of London corporate vehicle
 Fyshe Underwriting LLP              Indirect         100%        100%        Lloyd's of London corporate vehicle
 Nomina No 505 LLP                   Indirect         100%        100%        Lloyd's of London corporate vehicle
 Nomina No 321 LLP                   Indirect         100%        100%        Lloyd's of London corporate vehicle
 Nameco (No. 409) Limited            Direct           100%        100%        Lloyd's of London corporate vehicle
 Nameco (No. 1113) Limited           Direct           100%        100%        Lloyd's of London corporate vehicle
 Catbang 926 Limited                 Direct           100%        100%        Lloyd's of London corporate vehicle
 Whittle Martin Underwriting         Direct           100%        100%        Lloyd's of London corporate vehicle
 Nameco (No. 408) Limited            Direct           100%        100%        Lloyd's of London corporate vehicle
 Nomina No 084 LLP                   Indirect         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
 N J Hanbury 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. 1111) Limited           Direct           100%        100%        Lloyd's of London corporate vehicle
 Nomina No 533 LLP                   Indirect         100%        100%        Corporate partner
 North Breache Underwriting Limited  Direct           100%        100%        Lloyd's of London corporate vehicle
 G T C Underwriting Limited          Direct           100%        100%        Lloyd's of London corporate vehicle
 Hillnameco 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. 1095) Limited           Direct           100%        100%        Lloyd's of London corporate vehicle
 New Filcom Limited                  Direct           100%        100%        Lloyd's of London corporate vehicle
 Kemah Lime Street Capital           Direct           100%        100%        Lloyd's of London corporate vehicle
 Nameco (No. 1130) Limited           Direct           100%        100%        Lloyd's of London corporate vehicle
 Nomina No 070 LLP                   Indirect         100%        100%        Corporate partner
 Nameco (No. 389) Limited            Direct           100%        100%        Lloyd's of London corporate vehicle
 Nomina No. 469 LLP                  Indirect         100%        100%        Corporate partner
 Nomina No. 536 LLP                  Indirect         100%        100%        Corporate partner
 Nameco (No. 301) Limited            Direct           100%        100%        Lloyd's of London corporate vehicle
 Nameco (No. 1232) Limited           Direct           100%        100%        Lloyd's of London corporate vehicle
 Shaw Lodge Limited                  Direct           100%        100%        Lloyd's of London corporate vehicle
 Queensberry Underwriting            Direct           100%        100%        Lloyd's of London corporate vehicle
 Nomina No 472 LLP                   Indirect         100%        100%        Corporate partner
 Nomina No 110 LLP                   Indirect         100%        100%        Corporate partner
 Chanterelle Underwriting Limited    Direct           100%        100%        Lloyd's of London corporate vehicle
 Kunduz LLP                          Indirect         100%        100%        Corporate partner
 Exalt Underwriting Limited          Direct           100%        100%        Lloyd's of London corporate vehicle
 Nameco (No. 1110) Limited           Direct           100%        100%        Lloyd's of London corporate vehicle
 Clifton 2011 Limited                Direct           100%        100%        Lloyd's of London corporate vehicle
 Nomina No 378 LLP                   Indirect         100%        100%        Corporate partner
 Gould Scottish Limited Partnership  Indirect         100%        100%        Corporate partner
 Harris Family UTG Limited           Direct           100%        100%        Lloyd's of London corporate vehicle
 Whitehouse Underwriting Limited     Direct           100%        100%        Lloyd's of London corporate vehicle
 Risk Capital UTG Limited            Direct           100%        100%        Lloyd's of London corporate vehicle
 Nameco (No. 606) Limited            Direct           100%        100%        Lloyd's of London corporate vehicle
 Nameco (No. 1208) Limited           Direct           100%        100%        Lloyd's of London corporate vehicle
 Chorlton Underwriting Limited       Direct           100%        100%        Lloyd's of London corporate vehicle
 Park Farm Underwriting Limited      Direct           100%        100%        Lloyd's of London corporate vehicle
 Hyde Park Capital 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
 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 Limited           Direct           -           100%        Lloyd's of London corporate vehicle
 Helios LLV Twelve Limited           Direct           -           100%        Lloyd's of London corporate vehicle
 Helios LLV Thirteen Limited         Direct           100%        100%        Lloyd's of London corporate vehicle
 Helios LLV Fourteen Limited         Direct           100%        100%        Lloyd's of London corporate vehicle
 Helios LLV Fifteen Limited          Direct           -           100%        Lloyd's of London corporate vehicle
 Helios LLV Sixteen Limited          Direct           -           100%        Lloyd's of London corporate vehicle
 Helios LLV Seventeen Limited        Direct           100%        100%        Lloyd's of London corporate vehicle
 Helios LLV Eighteen Limited         Direct           100%        100%        Lloyd's of London corporate vehicle
 Helios LLV Nineteen Limited         Direct           100%        100%        Lloyd's of London corporate vehicle
 Helios LLV Twenty Limited           Direct           100%        100%        Lloyd's of London corporate vehicle
 Helios LLV Twenty One Limited       Direct           100%        100%        Lloyd's of London corporate vehicle
 Helios LLV Twenty Two Limited       Direct           100%        100%        Lloyd's of London corporate vehicle
 Helios LLV Twenty Three Limited     Direct           100%        100%        Lloyd's of London corporate vehicle
 Helios LLV Twenty Four Limited      Direct           100%        100%        Lloyd's of London corporate vehicle
 Helios LLV Twenty Five Limited      Direct           100%        100%        Lloyd's of London corporate vehicle
 Helios LLV Twenty Six Limited       Direct           100%        100%        Lloyd's of London corporate vehicle
 Helios LLV Twenty Seven Limited     Direct           100%        100%        Lloyd's of London corporate vehicle
 Helios LLV Twenty Eight LLP         Indirect         100%        100%        Corporate partner
 Helios LLV Twenty Nine LLP          Indirect         100%        100%        Corporate partner
 Helios LLV Thirty LLP               Indirect         100%        100%        Corporate partner

 

(i)   Helios UTG Partner Limited, a subsidiary, owns 100% of Salviscount
LLP, Inversanda LLP, Fyshe Underwriting LLP, Nomina No 505 LLP, Nomina No 321
LLP Nomina No 084 LLP, Nomina No 533 LLP, Nomina No 070 LLP, Nomina No 469
LLP, Nomina No 536 LLP, Nomina No 472 LLP, Nomina No 110 LLP, Kunduz LLP.
Nomina No 348 LLP and Gould Scottish Limited Partnership. The cost of
acquisition of these LLPs is accounted for by Helios UTG Partner Limited,
their immediate parent company.

(ii)  RBC CEES Trustee Limited was an incorporated entity in 2017 to satisfy
the requirements of the Joint Share Ownership Plan.

(iii) During the period, we sold 100% of the shares in Helios LLV Eleven
Limited, Helios LLV Twelve Limited and Helios LLV Fifteen Limited and Helios
LLV sixteen LLV

 

10.  Share capital and share premium

 

No changes to the share capital from Q4 2024. Please see note 12 for details
on events after the financial reporting period.

 

11.  Related party transactions

 

Other than those related parties transactions and balances noted within the
rest of the report, there are no material changes in Director shareholding
from Q4 2024. Please see note 14 for details on events after the financial
reporting period.

Refer to note 9 for details on investments in subsidiaries.

 

12.  Ultimate controlling party

 

The Directors consider that the Group has no ultimate controlling party.

 

13.  Syndicate participations

The syndicates in which our subsidiaries participate as corporate members of
Lloyd's are as follows:

 

 Syndicate number  Syndicate                             2025     2024     2023     2022
                   £'000                                          £'000    £'000    £'000
 33                Hiscox Syndicates Limited             15,108   15,358   15,358   15,357
 218               ERS Syndicate Management Limited      19,399   18,438   18,438   8,246
 318               Cincinnati Global                     1,082    1,082    862      993
 386               QBE Underwriting Limited              2,889    3,139    3,139    3,067
 510               Tokio Marine Kiln Syndicates Limited  15,307   31,807   29,591   35,379
 557               Tokio Marine Kiln Syndicates Limited  -        -        -        3,509
 609               Atrium Underwriters Limited           18,794   19,527   18,421   13,714
 623               Beazley Furlonge Limited              28,866   32,686   28,909   23,293
 727               S.A. Meacock & Company Limited        2,956    2,956    2,956    2,423
 1176              Chaucer Syndicates Limited            2,575    2,875    2,875    2,875
 1200              Argo Managing Agency Limited          -        -        55       10,050
 1609              Mosaic Insurance                      20,000   -        -        -
 1699              Volante Global                        -        5,000    -        -
 1729              Dale Partners (Asta)                  25,117   25,117   21,694   11,690
 1796              Parsyl                                -        7,000    -        -
 1902              Medical & Commercial Insurance        12,635   12,635   10,688   10,000
 1910              Ariel Re                              20,000   -        -        -
 1925              Envelop Risk                          7,500    12,500   -        -
 1955              Arch Managing Agency Limited          24,640   20,000   12,500   -
 1966              Medical & Commercial Insurance        12,600   15,000   -        -
 1969              Apollo Syndicate Management Limited   -        25,498   12,171   5,675
 1971              Apollo Syndicate Management Limited   25,000   25,000   10,000   6,467
 1984              Convex Insurance                      6,980    -        -        -
 1985              Flux Syndicate                        12,693   20,108   16,946   -
 1988              CFC Syndicate                         -        15,125   15,000   -
 1996              Wildfire Defense Syndicate            -        9,523    5,988    -
 2010              Lancashire Syndicates Limited         -        7,338    7,338    10,642
 2024              AdA Special Purpose Arrangement       6,712    8,522    -        -
 2121              Argenta Syndicate Management Limited  5,206    5,206    272      10,267
 2358              Nephila: Follow syndicate             25,000   20,000   -        -
 2427              Agile Underwriting Services           15,000   15,000   -        -
 2454              Africa Specialty Risks                7,500    5,800    -        -
 2525              Secure Liability Solutions (Asta)     2,412    2,612    2,311    1,856
 2689              Hampden Risk Partners (HRP)           14,755   6,428    3,359    10,771
 2791              Managing Agency Partners Limited      16,172   16,422   12,001   10,123
 3123              Fidelis Insurance Group               14,060   5,239    -        -
 3939              NormanMax Insurance Solutions         12,000   12,000   -        -
 4242              Beat Capital                          16,523   16,662   12,607   14,747
 4444              Canopius                              -        24       21       20
 5183              Micro Insurance Digital Solutions     -        1,727    5,000    -

                    Beazley Furlonge Limited
 5623                                                    26,843   27,877   18,422   7,100
 5886              Blenheim Underwriting Limited         37,478   30,840   27,132   23,165
 6103              Managing Agency Partners Limited      4,615    4,150    3,301    3,480
 6104              Hiscox Syndicates Limited             12,008   10,000   32       1,774
 6107              Beazley Furlonge Limited              -        1,550    164      1,682
 6117              Argo Managing Agency Limited          570      947      491      3,189
 Total             Syndicate capacity                    490,995  518,718  318,042  251,554

 

14.  Event after the financial reporting period

 

JSOP update:

The JSOP Shares were jointly held with JTC Employer Solutions Trustee Limited
(as trustee of the Helios Underwriting Plc Employees' Share Trust (the
"Trust") as co-owner ("JSOP Co-Owner") of JSOP Shares pursuant to the terms of
the JSOP.

 

The JSOP Shares were sold to JTC Employer Solutions Trustee Limited as
trustee of the Trust. The Trust is a market standard discretionary employee
benefit trust.

 

The Trust purchased the JSOP Shares (together with an additional 315,778
Ordinary Shares sold at the same time by a former PDMR JSOP participant) with
loan funding provided by Helios and the resulting Ordinary Shares are now held
in the Trust.

 

The Ordinary Shares now held in the Trust (remaining at 1,100,000 Ordinary
Shares further to the purchases made by the Trust and it exercises a call
option over the unvested JSOP shares) are available to the Trust for trust
purposes (including therefore for use in connection with future maturities
under our Long-Term Incentive Plan).

 

The loan funding by Helios to the Trust in relation to the sales noted above
in connection with JSOP (including in respect of sales made at the same time
by a former PDMR JSOP participant) was £ 1,515,667. Additional loan funding
of £305,320.97 was also provided by Helios to the Trust at the same time.

 

A sum of £1,182,213 was immediately credited back to Helios by the Trust
equating to the proceeds accrued to the JSOP Co-Owner under the JSOP and was
applied by Helios towards payment of the outstanding subscription price in
relation to the Ordinary Shares that had been held under the JSOP.

 

The loan to the Trust constituted a related party transaction for the purposes
of AIM Rule 13. The independent directors being John Chambers, Adhiraj Maitra,
Andrew Christie, Tom Libassi and Katie Wade, having consulted with our
nominated adviser Deutsche Numis, confirm that they consider that the terms of
the loan are fair and reasonable insofar as the shareholders are concerned.

 

Distribution to shareholders:

In July 2025 a base and special dividend of 10p per share (£6.8m + shares)
was returned to shareholders. This has been allowed for in the interim result.

 

It is proposed to make a Tender Offer to shareholders pro-rata to their
shareholdings in due course to potentially return a further £7.1m (10p per
share). This increase in overall distributions to shareholders reflects the
increase in underwriting profits distributed from Lloyd's and from the sale of
capacity in the recent auctions.

 

 

 

Directors, Registered office and advisers

 

Directors

John Chambers (Interim Executive Chairman)

Nigel Hanbury (Non-Executive Deputy Chairman)

Andrew Christie (Non-Executive Director)

Thomas Libassi (Non-Executive Director)

Katie Wade (Non-Executive Director)

Adhiraj Maitra (Director of Finance and Operations) appointed 1 July 2025

Arthur Manners (Finance Director) resigned 30 June 2025

 

Company Secretary

 

Reva Jain

Shakespeare Martineau No 1 Colmore Square Birmingham

B4 6AA

Company number

05892671

Registered office

1st Floor, 33 Cornhill, London, EC3V 3ND

 

Statutory auditors

 

PKF Littlejohn LLP 15 Westferry Circus Canary Wharf

London E14 4HD

 

Lloyd's members' agent

 

Hampden Agencies Limited

40 Gracechurch Street London EC3V 0BT

Argenta Private Capital Limited

70 Gracechurch Street London EC3V 0HR

 

Registrars

 

Neville Registrars Limited

Neville House Steelpark Road Halesowen B62 8HD

Nominated adviser and broker

Deutsche Numis 45 Gresham Street London EC2V 7BF

 
INDEPENDENT REVIEW REPORT TO HELIOS UNDERWRITING PLC

 

Conclusion

We have been engaged by the Helios Underwriting Plc (the "company") to review
the condensed set of financial information in the half-yearly financial report
for the six months ended 30 June 2025 which comprise the Condensed Statement
of Income, the Condensed Statement of Financial Position, the Condensed
Statement of Changes in Equity, the Condensed Statement of Cash Flows and
related notes. We have read the other information contained in the half-yearly
financial report and considered whether it contains any apparent misstatements
or material inconsistencies with the information in the condensed set of
financial information.

 

Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial information in the half-yearly
financial report for the six months ended 30 June 2025 is not prepared, in all
material respects, in accordance with UK-adopted International Accounting
Standard 34 and the AIM Rules for Companies.

Basis for conclusion

We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410, "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity", issued for use in the United Kingdom.
A review of interim financial information consists of making enquiries,
primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with International
Standards on Auditing (UK) and consequently does not enable us to obtain
assurance that we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit opinion.

 

As disclosed in note 2, the annual financial statements of the company are
prepared in accordance with UK-adopted IASs. The condensed set of financial
information included in this half-yearly financial report has been prepared in
accordance with UK-adopted International Accounting Standard 34, "Interim
Financial Reporting".

Conclusions relating to going concern

Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that management have
inappropriately adopted the going concern basis of accounting or that
management have identified material uncertainties relating to going concern
that are not appropriately disclosed.

 

This conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410, however future events or conditions may cause the company to
cease to continue as a going concern.

Responsibilities of directors

The directors are responsible for preparing the half-yearly financial report
in accordance with the AIM Rules for Companies.

In preparing the half-yearly financial report, the directors are responsible
for assessing the company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to
liquidate the company or to cease operations, or have no realistic alternative
but to do so.

 

Auditor's responsibilities for the review of financial information

In reviewing the half-yearly report, we are responsible for expressing to the
company a conclusion on the condensed set of financial information in the
half-yearly financial report. Our conclusion, including our conclusions
relating to going concern, are based on procedures that are less extensive
than audit procedures, as described in the 'Basis for conclusion' paragraph of
this report.

Use of our report

This report is made solely to the company's directors, as a body, in
accordance with the terms of our engagement letter dated 10 September 2025.
Our review has been undertaken so that we might state to the company's
directors those matters we have agreed to state to them in a reviewer's report
and for no other purpose.  To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone, other than the company and the
company's directors as a body, for our work, for this report, or for the
conclusions we have formed.

 

 

 

PKF Littlejohn LLP
 
 
                    15 Westferry Circus

Statutory
Auditor
Canary Wharf

26 September
2025
       London E14 4HD

 

 

 

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