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
Tel: +44 (0)203 965 6441
Adhiraj Maitra - Director of Finance and Operations
Email: 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 pershare
£m
Penceper 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 30th June 2025(7.6% as at 31st 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 (30th 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 £m
31 Dec 2024 £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 reserves
Retained earnings
Total 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 £'000
Fair value £'000
Carrying amount £'000
Fair Value £'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 parent
4,413,500
(967,020)
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 30th 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
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
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 Beazley Furlonge Limited
-
1,727
5,000
-
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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