REG - Helios Underwriting - Final Results for the year ended 31 December 2025
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RNS Number : 1639F Helios Underwriting Plc 21 May 2026
21 May 2026
Helios Underwriting plc
("Helios" or the "Company")
Final results for the year ended 31 December 2025
Strong growth in NAV, operating profits and total shareholder returns
Helios Underwriting, the only publicly traded company offering instant access
to a diverse portfolio of syndicates at Lloyd's of London, the world's largest
insurance market, announces its audited financial results for the year ended
31 December 2025.
Key financial and operational highlights
· Net asset value (NAV) total return of 12.3% (including 10p
dividend). NAV per share increased to £2.63 (2024: £2.43)
· Dividend and total return of capital of 20 pence per share in
2025 (2024: 12 pence), with further proposed 20p return to during 2026,
subject to shareholder approval, comprising a 7p base dividend and 3p special
dividend and 10p returned via share buybacks and/or tender offer.
· Profit before tax £20.5m (2024: £20.9m)
· Capacity portfolio for 2025 £467.4m (2024: £495.9m),
· Launched a share repurchase programme in April 2026 to return
up to a maximum aggregate amount £2,000,000 to the Company's shareholders
· Simplified the business through the reduction of live go
forward corporate members supporting the 2026 underwriting year of account,
reducing leverage and financing costs by £3.7m
Louis Tucker, Chief Executive Officer, commented:
"I am delighted to announce my first set of full-year results as CEO of
Helios. During the period, we delivered material growth in NAV driven by
strong operating profits, resulting in another increase in total shareholder
returns.
While market conditions remained robust, the period was marked by a moderation
in the rating environment. As we enter this next phase of the cycle, we will
continue to actively manage the portfolio to reflect changing market
conditions.
In addition to our portfolio composition, we are taking measures to simplify
the business, reducing both operating costs as well as gearing, and we remain
focused on realising further operational efficiencies. With a refreshed team
now firmly in place and the refinement of our data-led approach, I am
confident that with our truly differentiated proposition we are well
positioned to continue outperforming the market over the long term, delivering
attractive returns for shareholders."
For further information, please contact:
Helios Underwriting plc
Louis Tucker - Chief Executive Officer
+44 (0)203 965 6441
Adhiraj Maitra - Director of Finance and Operations
Peel Hunt LLP (Nominated Adviser, Joint Broker and Financial Adviser)
Dan Webster / Andrew Buchanan / Martin Frowde
+44 (0)207 418 8900
Singer Capital Markets (Joint Broker)
Charles Leigh-Pemberton / Russell Cook / James Todd
+44 (0)207 496
3000
FTI Consulting
Ed
Berry +44
(0)7703 330 199
Christian Harte
+44
(0)7974 288 763
About Helios
Helios provides a limited liability direct investment into the Lloyd's
insurance market and is quoted on the London Stock Exchange's AIM market
(ticker: HUW). Helios trades within the Lloyd's insurance market. The
portfolio provides a broad spread of business primarily participating in the
US and other international wholesale and reinsurance markets. For further
information please visit www.huwplc.com (http://www.huwplc.com/)
Chairman's Statement
Increased cash flow enhancing shareholder returns
John Chambers, Non-Executive Chairman
"The portfolio is well-diversified, underpinned by disciplined allocation
across strongly-performing syndicates, geographies and classes of business."
In my role as Non-Executive Chair for Helios, I'm happy to report a busy and
successful year for Helios, during which it has continued to support a
well-diversified, strongly performing portfolio of syndicates, acquired
Limited Liability Vehicles, controlled costs and announced a new leadership
team.
Helios is the only quoted Lloyd's investment vehicle offering simple,
cost-efficient access to the Lloyd's market, which reported an excellent 2025
with a low number of major catastrophe losses - the only significant headwind
to performance being the weaker US Dollar.
As a cyclical market, rating levels in most classes of insurance have peaked
for the current cycle but remain at adequate levels. Returns have been boosted
by good levels of investment income relative to previous years. In addition,
the established syndicates in the Helios portfolio are better reserved and
well positioned to weather the cycle.
Key Board priorities over 2025
Diversification is the driving force of our portfolio and ultimately Helios'
returns. Over 2025, immediate priorities were to complete portfolio
remediation and derisk the business. Helios strategically targeted established
and profitable syndicates with a higher proportion of freehold capacity to
increase long-term sustainability. The portfolio is now well-diversified,
underpinned by disciplined allocation across strongly-performing syndicates,
geographies and classes of business. No single class dominates exposure,
allowing premium income to cover losses from a major event. This has continued
to position Helios favourably relative to the Lloyd's market.
Helios has also improved its risk profile through ceding a larger proportion
of capacity to a diverse pool of co-investors, thereby reducing gearing. The
resulting fee income will help to offset a significant part of its operating
costs, as well as increasing value for shareholders by developing a more
long-term sustainable structure.
Strengthening the Board and leadership team
Helios has an exceptional leadership team to take it forward in its next stage
of growth, operating under the guidance and leadership of Louis Tucker, who
joined in October 2025 as CEO. Louis is a huge asset to Helios: through his
experience of managing syndicates, he has a deep insight into diverse classes
of insurance. Louis will support the Board in engaging with investors on how
Helios sits within an investment portfolio - without having to negotiate any
of the traditional, complex routes to investing in the Lloyd's market. I was
also delighted to announce the promotions of Adhiraj Maitra to Director of
Finance and Operations and Jen Tan to Chief Underwriting Officer in 2025.
Louis and Adhiraj have both joined the Board in an executive capacity,
together with Joanna Parsons, who joins as a Non-Executive Director. Joanna
has over 25 years of experience spanning strategic and equity analysis,
M&A, capital raising, ESG and financial oversight within regulated
environments and will support Helios in sharpening its message and value
proposition to potential investors. Helios now has a strong Executive team
that is in control of the day-to-day running of the business and is facing the
future with confidence.
Board engagement
We are seeing growing investor interest in Lloyd's as a complementary asset
class within a diversified investment strategy. Over 2025, together with the
Board, I have enjoyed engaging with existing and potential shareholders. In
October, Helios held its first Capital Markets Day, taking the opportunity to
give the investors a deeper insight into accessing Lloyd's market, using
Helios as a vehicle. I am delighted that Helios has welcomed new co-investors,
who have made the most of the opportunity to access an established Lloyd's
portfolio with some of the best syndicates in the market that have a
consistent track record of profitability.
Shareholder returns
The Board remains focused on maximising long-term shareholder value, rewarding
shareholders through dividends and capital returns, while maintaining a strong
balance sheet and sufficient working capital to support its LLV acquisition
strategy. Helios returned a total dividend of 10.0p and a further 10.0p via a
Tender Offer in 2025. A similar level of return is planned for the current
year including a total 10p dividend payable in July. Our change of accounting
policy last year to that of an investment company, has increased our
transparency and brought NAV to forefront as a KPI. Going forward, closing the
discount to NAV will be a key target, enabling us to raise new capital more
easily.
Future opportunities
The Board remains focused on disciplined capital allocation and maintaining a
diversified and resilient portfolio. With a good uplift in NAV, steady
improvement in open year profit estimates, focus on driving capital efficiency
and substantial projected cash flow, Helios is confident that it will continue
to build shareholder returns.
The combination of a highly experienced leadership team and significant
opportunities in the Lloyd's market positions Helios well for the next stage
of its development. On behalf of the Board, I would like to thank our
shareholders for their continued support and my colleagues for their
contribution during the year.
We look forward to building on this momentum in the year ahead.
John Chambers
Non-Executive Chairman
Chief Executive Officer's Statement
Effective governance underpins strategic growth
Louis Tucker, Chief Executive Officer
Helios is effectively a single listed Corporate Member backed by multiple
shareholders. Not only can this single large corporate member provide
economies of scale and diluted operating costs but it can also be invested in
or divested out of by buying or selling shares on AIM via any stockbroker or
investment platform."
2025 Highlights
Freehold capacity share
46.6%
(2025: 38.5%)
Total return to shareholders
20.0p
(2024: 12p)
Why did I join Helios?
After 20 years working in Lloyd's market underwriting businesses, I moved to
Helios at the end of last year because I am a firm believer in the Lloyd's
market as an asset class and I recognised Helios as uniquely positioned to
provide simple, efficient access to this asset class.
I feel very fortunate to be working with the strong team we have here at
Helios and I am confident that the combination of a highly experienced Board
and a data-driven, highly analytical team will mean that Helios will continue
to outperform the Lloyd's market in much the same way as it has in the past
ten years.
Why is Helios uniquely positioned?
Helios' unique nature isn't just the fact that it is the only publicly quoted
investment vehicle investing in Lloyd's but more the fact that its portfolio
of syndicates has been carefully curated over the past 15 years. The 2026
portfolio is made up of 37 syndicates and has a capacity of £467.4m, of which
46.6% is freehold capacity. It would be very difficult for an investor to
replicate this portfolio in any meaningful way because there is a shortage of
freehold capacity available in the auctions and because the better performing
syndicates have already filled their quota for third party capital.
This barrier to entry is why Helios is uniquely positioned.
How does Helios provide simple, efficient access to the Lloyd's Market?
The unfortunate reality is that the traditional route for investing in Lloyd's
is not straightforward. Typically, investors would have to set up and own an
investment vehicle known as a Corporate Member which would then provide
regulatory capital to Lloyd's in exchange for a share of the profits or losses
of the syndicates it is participating on. The Corporate Member would then be
managed by a Members' Agent who would charge fees and profit commission. This
structure is complex, time consuming and not without cost. It comes with a
minimum investment timespan of 4 years and is really only suited to
institutions or ultra-high net worth individuals.
Market Environment
The rating environment has been strong in recent years, and this has
translated into a robust profit pipeline with the 2023 and 2024 years of
account having performed well, despite 2024 being a catastrophe-prone year.
2025 year of account is currently looking to follow this trend even with
potential losses from the Iran war.
Although rating levels have now peaked in most areas, market conditions remain
supportive, with pricing adequacy still evident in many classes. As we
inevitably enter the next cycle, we are positioning the portfolio more
defensively, increasing our exposure to established syndicates with proven
track records while reducing allocations to newer or less tested platforms.
The length and breadth of experience we have in the Helios team allows us to
recognise those syndicates who perform better in a hard market and conversely
those syndicates who outperform in a soft market.
Our priorities are clear: protect and enhance the quality of the underwriting
portfolio; maintain disciplined capital allocation; strengthen operational
infrastructure and data capability. Together, these actions position Helios to
navigate changing market conditions while continuing to deliver attractive
shareholder returns.
Outlook
Looking ahead, the insurance cycle is likely to moderate. As markets soften,
returns on capital will naturally reduce. Our focus, therefore, is on cycle
management: maintaining underwriting quality, reducing the expense ratio, and,
where appropriate, lowering leverage.
Since joining Helios in October last year, we have been able to simplify the
business by reducing the number of active corporate members supporting the
2026 year of account. This restructuring has had immediate operating cost
benefits which will become more material by the time we enter the 2028 year of
account as the legacy corporate members run off. Capital efficiencies because
of the restructure have also enabled the business to de-lever reducing
financing costs by £1.4m.
I am optimistic about the future. Risk adjusted rates are off but still well
above where rates were in financial year 2019 where the market had a 102.1%
net combined ratio but still produced an 8.8% return on capital. The strong
investment returns we are currently experiencing will play a material part of
the next cycle and my sense is that the market is better placed than ever to
calibrate the risks and maintain underwriting discipline.
We operate a unique business model within Lloyd's, built on expertise,
patience and careful selection rather than scale for its own sake. By adhering
to these principles and managing the cycle sensibly, I am confident we can
continue to outperform the market over the long term and create sustainable
value for our shareholders.
Last year we initiated a staff investment vehicle so that the Helios
management team get the upside or downside of participating on the Helios
portfolio. To maintain underwriting discipline through the cycle and better
align ourselves with our shareholders it is important that we "eat our own
cooking".
I would like to thank our shareholders, partners and colleagues for their
support, and I look forward to reporting further progress over the year ahead.
Louis Tucker
Chief Executive Officer
Financial Analysis
Building momentum: 2025 financial performance overview
Key financial highlights
· Improvement in NAV
· Reduction in expense and gearing
· Realisation of profits from 2022 YOA and finalisation of 2023 YOA
profits
· Streamlined corporate member structure for future efficiencies
2025 2024
NAV (£'000) 180,279 173,116
NAV per share £2.63 £2.43
Profit before tax (£'000) 20,547 20,929
Total cost (£'000) 15,637 22,151
Dividend per share paid 10p 6p
Total shareholder returns (including dividends) 20p 12p
2025 was a year of continued growth - NAV per share grew every quarter, our
pipeline profits strengthened, and we returned 20p per share to shareholders.
The three-year accounting rule at Lloyd's gives us a clear view into future
cashflows, and what we see ahead gives us confidence. We have strengthened our
balance sheet, reduced gearing, and positioned the business for sustainable
future returns."
Adhiraj Maitra, Director of Finance and Operations
Key financials
Total cost reduction
29.4%
Profit before tax
£20.5m
(2024: profit of £20.9m)
Overview
2025 was an excellent year financially and operationally - delivering strong
returns to shareholders, optimisation of the capacity portfolio and better
management of risks to the business.
The business successfully transitioned to the new accounting principles in
financial year 2024, focusing on NAV as a key metric. NAV per share increased
every quarter, driven by steadily improving underwriting results.
Financial highlights
The 2026 year of accounts ("YOA") portfolio has a capacity of £467.4m for the
2026 YOA and whilst the rating environment has moderated technical pricing
remains robust. The recognised pipeline profits for 2024 and 2025 YOA have
increased.
2025 also saw further reductions to operating expenses and reduced gearing.
Some of the key metrics and their drivers are outlined later in this section.
A more conservative approach to tax provisioning and pipeline profit
recognition was adopted in 2025, with profits before tax of £20.5m reflecting
strong underlying underwriting performance.
A 25% tax provision has been applied across all recognised profits.
Shareholder returns
During 2025 we returned a total of 20.0p/£14.2m to the shareholders through a
combination of dividends, and Tender Offer. Details in the table below.
The Board has proposed a 20p return to shareholders during 2026, comprising a
7p base dividend and 3p special dividend. The remaining 10p will be returned
through a combination of share buybacks and/or tender offer.
The overall distribution to shareholders reflects the growth in underwriting
profits received from Lloyd's and the proceeds from the sale of capacity at
recent auctions. The Company received £23.7m (net of reinsurance) from the
2022 year of account in May 2025.
Profits (net of reinsurance) of approximately £40.0m, from the 2023 year of
account, distributed by Lloyd's in May 2026 will be utilised to further reduce
gearing and return capital to shareholders.
Shareholder returns 2026 2025
£m pence per £m pence per
share share
Share buyback / tender offer 6.8 10 7.1 10
Base dividend 4.8 7 4.3 6
Special dividend 2.1 3 2.8 4
Total 13.7 20 14.2 20
Accounting methodology
Fair Value ("FV") IFRS 10 approach adopted in 2024
· Transparent and consistent framework for NAV growth
· Aligns reporting for investors in the Lloyd's market
Greater transparency for investors
· NAV being reported more frequently and consistently
· The treatment of pipeline profits and capacity values is more
transparent
· A clearer view of Helios' underlying portfolio performance
Fair value accounting
Syndicate profits net of tax
Capacity values independent valuation of movement in freehold capacity
Expenses
Net asset value (NAV)
NAV is a key performance indicator for Helios. NAV per share, after paying a
10p dividend, increased to £2.63 in 2025, from £2.43 in 2024. This was
primarily driven by an increase in pipeline profit for the open years,
supported by gains from auction activity in October 2025.
NAV per share 31 December 2025 31 December 2024
Notes £'000 £'000
Total net assets (net of dividends) 180,279 173,116
Shares in issue 13 68,486 71,343
NAV per share (£) 2.63 2.43
The key drivers of the NAV figure are as follows:
· Recognised profits from the 2023, 2024 and 2025 years of account. It
should be noted that the profits recognised at year-end 2025 are derived
principally from the 2024 year of account, which was affected by a series of
significant catastrophe events, including Hurricanes Helene and Milton, the
collapse of the Baltimore bridge, and Los Angeles wildfires. Despite a
higher-than-average incidence of catastrophe losses, the 2024 year of account
is projected to deliver a positive return, reflecting the strong rating
adequacy across the market
· Changes to the value of the freehold capacity and realised gains from
freehold capacity sales
· Reduced expenses through lower financing and operating costs
Strengthening cashflow and corporate restructuring has enabled the business to
de-lever in 2025.
Recognised profit
Under Lloyd's three-year accounting rule, each year of account realises its
profits after three years and closes any unexpired liabilities into the next
open year of account.
Following changes to Lloyd's reporting requirements, we developed a
methodology for quarterly profit recognition over the three-year cycle. We
have recognised 100.0% profits for the 2023 YOA, 90.0% of the 2024 YOA and
25.0% of the 2025 YOA. Details of the pipeline profit methodology are set out
in the H1 2025 report. The recognition factors are illustrated in the graph
below, with the area above the curve representing the proportion of profits
yet to be recognised across the open years of account.
Capacity value
The Helios portfolio for 2026 year of account includes 46.6% of freehold
capacity which gives the right to participate on the syndicate to perpetuity.
Many of the established syndicates with a good track record through the
underwriting cycle are usually available on freehold capacity.
The value of freehold capacity is recognised as an asset on the balance sheet.
Valuation is primarily based on the weighted average of prices at the most
recent Lloyd's auctions adjusted to reflect our assessment of fair value based
on an independent five-year discounted cashflow model.
At year-end 2025, the fair value estimate was 8.5% lower than the weighted
average auction value ("WAV") vs a fair value estimate of 10.0% lower than WAV
at year end 2024 which reflects the drop in the WAV in the period. It should
be noted that the fair value estimate can be lower or higher than the WAV as
the auction pricing is volatile due to low trading volumes.
In line with the risk management framework, stress tests were conducted on the
model to assess the impact of this approach on NAV per share. A 10% change in
the fair value of freehold capacity produces an impact of between 3.4% and
3.8% on NAV per share. Key results are set out in the scenario analysis table
below.
Tokio Marine Kiln's offer, which was higher than our estimated fair value, for
syndicate 510 was accepted during the year, converting freehold capacity
(£15.3m) to £7.7m of cash (net of tax), which was accretive to our NAV. We
also bought capacity for the Fidelis and Convex syndicates in the 2025
auctions as the auction price was lower than our estimated fair value.
31 December 2025 31 December 2024
(£m) (£m)
Freehold capacity value 70.4 75.8
Fair value of freehold capacity 64.5 68.2
Scenarios Capacity value NAV per share
(£m) (£)
Current value 64.5 2.63
Decrease of 10% 58.0 2.54
Increase of 10% 70.9 2.73
Debt financing
The $75m unsecured Loan Note issued in December 2023 was amended in December
2025 to allow early repayment over 3 years instead of a single repayment in
2030. This debt used as Funds at Lloyd's to support underwriting on the 2024,
2025 and 2026 underwriting years. The net annual interest cost, after
investment income, is £4.1m.
Expenses
Total costs reduced by 29.4% in 2025, with financing costs decreasing by
31.7%, driven primarily by the non-renewal of the stop loss cover and a
reduction in excess of loss cover, as set out in the table below.
2025 2024
HUW Syndicate HUW Syndicate
PLC Participations Total PLC Participations Total
£'000 £'000 £'000 £'000 £'000 £'000
Unsecured Loan Note 6,469 - 6,469 6,063 - 6,063
Portfolio stop loss - - - - 3,506 3,506
XOL costs - 1,444 1,444 - 2,014 2,014
Operating costs* 7,452 1,642 9,094 8,501 1,636 10,137
Profit/Loss on exchange (4,029) 2,659 (1,370) 505 (74) 431
Total costs 9,892 5,745 15,637 15,069 7,082 22,151
* Operating costs (2025) £'000: Operating expenses (6,811) + other
expenses (641)
Operating costs (2024) £'000: Operating expenses (7,756) + other expenses
(1,250)
Operating costs for 2024 was reported as £9,006 , including profit/loss on
exchange, represented in the table above.
Refer to Note 7 for details on operating expenses
We continue to reduce our gearing. Excess of loss cover was not renewed for
the corporate members that entered into run-off in 2025.
The 2025 unsecured loan note costs incorporate a one-off amendment payment of
$500k. At the PLC level, operating costs decreased by 12%, from £8.5m to
£7.5m. The foreign exchange gain or loss reflects the impact of currency
movements on the loan note at PLC level and on the FAL at subsidiary level.
The total reduction in cost is 29.4%.
Further expense reductions are planned in the next two years. A key driver is
the streamlining of the corporate member structure leading to a significant
reduction in Lloyd's expenses.
As part of our ongoing commitment to operational efficiency, we completed a
significant consolidation of Helios-managed corporate members at the end of
2025. By reducing the corporate member count by more than 20 and unifying our
2026 year of account underwriting strategy into a single corporate member, we
have positioned the business to achieve further cost savings across Lloyd's
and related expenses over the next two years.
Gearing
Gearing, measured as the ratio of retained capacity to net tangible assets,
was elevated in the 2024 year of account, reflecting our strategic decision to
grow into the hardening market and retain the majority of that growth. Over
the subsequent two years, we have focused deliberately on reducing gearing and
de-risking the balance sheet. By year-end 2025, the gearing ratio had
decreased by 40.6%, driven by a number of targeted actions. For the 2026 year
of account, we reduced our retention to 46.4%, both to lower the gearing ratio
directly and to manage our capital position - the impact of the growth in
capacity in 2024 and 2025 is feeding through to a higher Economic Capital
Assessment ("ECA") as the years of account develop. Reducing retention
provided an effective lever to address this.
In parallel, we strengthened our net tangible assets, further improving the
quality and resilience of our balance sheet. Together, these measures have
positioned the business more conservatively ahead of a softening rating
environment, ensuring we remain well-capitalised and appropriately leveraged
as market conditions evolve.
Gearing ratio 2024-2026
Definition of gearing
The gearing ratio is calculated as the ratio of retained capacity of the
youngest year of account to net tangible assets at the start of the calendar
year.
Ratio of retained capacity to net tangible assets (net assets excluding
capacity value)
Statement of Income
Year ended 31 December 2025
31 December 2025 31 December 2024
Note £'000 £'000
Income
Interest income 1,049 1,273
Dividend income 69 -
Net gains on financial assets at FVTPL 6 29,132 34,512
Other income 189 212
Total income 30,439 35,997
Expenses
Operating expenses 7 (6,811) (7,756)
Interest expense (6,469) (6,063)
Other expenses (641) (1,249)
Total expenses (13,921) (15,068)
Operating profits 16,518 20,929
Foreign exchange movements 7 4,029 -
Net profit before income tax 20,547 20,929
Income tax (charge)/credit 10, 11 - (2,354)
Net profit for the year after tax 20,547 18,575
Basic EPS 15 29.0 25.6
Diluted EPS 15 27.7 24.5
The notes are an integral part of these Financial Statements.
Statement of Financial Position
At 31 December 2025 - Company number: 05892671
31 December 2025 31 December 2024
Note £'000 £'000
Assets
Equity investments at FVTPL 8 182,244 151,917
Due from related parties 16 37,797 62,048
Other debtors 110 110
Cash and cash equivalents 9 28,990 28,935
Total assets 249,141 243,010
Liabilities
Borrowings 12 54,336 58,457
Due to related parties 10,313 6,881
Other creditors 144 106
Accruals and other payables 4,069 4,450
Total liabilities 68,862 69,894
Equity
Share capital 13 7,522 7,811
Treasury shares 13 (8,265) (8,265)
Share premium 13 99,240 98,882
Other reserves 14 1,430 786
Retained earnings 80,352 73,902
Total equity 180,279 173,116
Total liabilities and equity 249,141 243,010
The Financial Statements were approved and authorised for issue by the Board
of Directors on 20 May 2026, and were signed on its behalf by:
Louis Tucker
Chief Executive Officer
20 May 2026
The notes are an integral part of these Financial Statements.
Statement of Changes in Equity
Year ended 31 December 2025 - Company number: 05892671
Share capital Treasury shares Share premium Other reserves Retained earnings Total equity
Note £'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2025 7,811 (8,265) 98,882 786 73,902 173,116
Company buy back of ordinary shares - - - - - -
Share issue net of transaction costs
16 - 358 644 - 1,018
Reduction of shares (305) - - - (6,959) (7,264)
Net profit/(loss) for the year - - - - 20,547 20,547
Dividends paid - - - - (7,138) (7,138)
At 31 Dec 2025 7,522 (8,265) 99,240 1,430 80,352 180,279
At 1 January 2024 7,795 (3,736) 98,596 300 59,746 162,701
Company buy back of ordinary shares
- (4,529) - - - (4,529)
Share issue net of transaction costs
16 - 286 486 - 788
Net profit/(loss) for the year - - - - 18,575 18,575
Dividends paid - - - - (4,419) (4,419)
At 31 Dec 2024 7,811 (8,265) 98,882 786 73,902 173,116
The notes are an integral part of these Financial Statements.
Statement of Cash Flows
Year ended 31 December 2025
31 December 2025 31 December 2024
Note £'000 £'000
Cash flows from operating activities
Profit before tax 20,547 20,929
Adjustments for:
- Net gain on financial assets at FVTPL 8 (29,132) (34,511)
- Purchase of equity investments 8 (1,195) (1,520)
Changes in operating assets and liabilities:
- Decrease/(increase) in due from related parties 24,253 8,017
- Decrease/(increase) in due to related parties 3,432 1,349
- Decrease/(increase) in other debtors - 177
- (Decrease)/increase in accruals and other payables 411 1,883
Net cash (used in)/provided by operating activities 18,316 (3,676)
Cash flows from financing activities - -
New shares issued 13 - -
Reduction of shares 13 (6,959) (4,529)
Net proceeds from borrowings - -
Repayment of borrowings - (204)
Foreign exchange on net borrowings (4,372) 942
Debt raise expense releases 208 226
Dividends paid 13 (7,138) (4,419)
Net cash (used in)/provided by financing activities (18,261) (7,984)
Net increase/(decrease) in cash and cash equivalents 55 (11,660)
Cash and cash equivalents at beginning of year 28,935 40,596
Cash and cash equivalents at end of year 28,990 28,935
Analysis of changes in net debt At 1 January 2025 Cashflows 31 December 2025
£'000 £'000 £'000
Cash and cash equivalents 28,935 55 28,990
Borrowings (59,793) 4,427 (55,366)
Total (30,858) 4,482 (26,376)
Cash and cash equivalents comprise cash at bank and in hand. The notes are an
integral part of these financial statements.
Notes to the Financial Statements
Year ended 31 December 2025
1. General information
Helios Underwriting plc (the "Company") is an investment company, organised
under the laws of the United Kingdom. The Company is quoted on AIM and was
incorporated in England, domiciled in the UK. The Company's registered office
is 1st Floor, 33 Cornhill, London EC3V 3ND. The principal purpose of the
Company
is to provide investors with exposure to the Lloyd's insurance market through
an actively managed portfolio of syndicates, who participates in insurance
business as an underwriting member of Lloyd's, which are fully owned
undertakings of the Company. The Company prepares separate Financial
Statements as its only Financial Statements, and its subsidiaries are not
consolidated in line with IFRS 10. See Note 3 below.
The Company has aggregated its investments in similar entities in line with
IFRS 12.
2. Material accounting policies
The material accounting policies adopted in the preparation of the Financial
Statements are set out below. These policies have been consistently applied to
all the years presented, unless otherwise stated.
2.1 Basis of preparation
The Financial Statements have been prepared in accordance with UK adopted
International Accounting Standards ("IAS") and interpretations issued by the
IFRS Interpretations Committee ("IFRIC") as adopted by the UK IAS, and those
parts of the Companies Act 2006 applicable to companies reporting under IFRS.
The Financial Statements have been prepared under the historical cost
convention as modified by the revaluation of financial assets and financial
liabilities at fair value through profit or loss. They are presented in pounds
sterling, the functional currency of the Company, and rounded to the nearest
thousand pounds (£'000), except where otherwise indicated.
2.2 Going concern
The Company has net assets at the end of the reporting period of £180.3m. The
Company's subsidiaries participate as underwriting members at Lloyd's on the
2023, 2024 and 2025 years of account, as well as any prior run-off years.
The Directors have a reasonable expectation that the Company has adequate
resources to meet its underwriting and other operational obligations for the
foreseeable future. Accordingly, they continue to adopt the going concern
basis of accounting in preparing the annual Financial Statements.
2.3 Changes in accounting policies and disclosures
2.3.1 New and amended standards adopted by the group
The following amendments to standards are mandatory for the first time for the
financial year beginning 1 January 2025 but do not have any material impact on
the Company:
• Amendments to IAS 21 'The Effects of Changes in Foreign Exchange Rate:
Lack of Exchangeability'.
2.3.2 New standards and interpretations not yet adopted
Certain new accounting standards and amendments to accounting standards have
been published that are not mandatory for 31 December 2025 reporting periods
and have not been early adopted by the Company. The assessment of the impact
of these new standards and amendments is set out below:
2.3.3 Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS7
These amendments:
• clarify the date of recognition and derecognition of some financial
assets and liabilities, with a new exception for some financial liabilities
settled through an electronic cash transfer system;
• clarify and add further guidance for assessing whether a financial
asset meets the solely payments of principal and interest (SPPI) criterion;
• add new disclosures for certain instruments with contractual terms
that can change cash flows (such as some financial instruments with features
linked to the achievement of environment, social and governance targets); and
• update the disclosures for equity instruments designated at fair value
through other comprehensive income (FVOCI).
Helios Underwriting Plc does not expect these amendments to have a material
impact on recognition and measurement; however, additional disclosures may be
required depending on the nature of investment instruments held.
2.3.4 Annual Improvements to IFRS - Volume 11 (effective 1 January 2026):
Issued in July 2024, Annual improvements are limited to changes that either
clarify the wording in an Accounting Standard or correct relatively minor
unintended consequences, oversights or conflicts between the requirements in
the Accounting Standards. These amendments are to the following standards:
• IFRS 1 First-time Adoption of International Financial Reporting
Standards.
• IFRS 7 Financial Instruments: Disclosures and its accompanying
Guidance on implementing IFRS 7.
• IFRS 9 Financial Instruments.
• IFRS 10 Consolidated Financial Statements; and
• IAS 7 Statement of Cash Flows.
The Company does not expect these amendments to have a material impact.
IFRS 18 Presentation and Disclosure in Financial Statements (effective for
annual periods beginning on or after 1 January 2027)
2.3.5 IFRS 18 will replace IAS 1 Presentation of Financial Statements
Introducing new requirements aimed at improving comparability and transparency
of financial information. While IFRS 18 does not change recognition or
measurement principles, it is expected to affect the presentation and
disclosure of items within the financial statements, particularly in relation
to the statement of financial performance and the introduction of
management-defined performance measures.
Management of Helios Underwriting plc, as an investment entity, is currently
assessing the detailed implications of adopting IFRS 18 on the financial
statements. Based on a preliminary assessment, the following impacts have been
identified:
• Although the adoption of IFRS 18 is not expected to affect the
Company's net profit, the revised structure of the statement of profit or loss
may affect how performance is presented. As an investment entity, Helios
primarily measures and presents its investments at fair value through profit
or loss. Consequently, income and fair value gains/losses currently presented
within a single line item may require further disaggregation under IFRS 18
categories, which could alter the presentation of operating results without
changing the underlying performance.
• IFRS 18 introduces specific guidance for classifying income and
expenses, including those arising from derivatives and financial instruments.
Given Helios Underwriting plc's investment-focused business model, where
derivative positions and investment gains form a core component of returns,
there may be reclassification of such items within the statement of profit or
loss. Management is evaluating whether any changes to current presentation
will be required to align with the new operating, investing, and financing
categories.
• The introduction of enhanced transparency around management-defined
performance measures may impact how Helios presents alternative performance
metrics used internally to assess investment performance. Additional
disclosures and reconciliations will be required for any such measures
presented externally.
• The Group does not anticipate significant changes to the volume of
disclosures overall; however, the structure and granularity of disclosures may
change. New requirements will include:
- further disaggregation of operating expenses, where applicable;
- enhanced disclosures around investment income and fair value movements; and
- reconciliations between previously reported line items under IAS 1 and those
presented under IFRS 18 on initial adoption.
• From a cash flow statement perspective, changes in classification may
arise. Interest received on investment assets will likely continue to be
presented within investing cash flows, reflecting the nature of the activities
as an investment entity. Interest paid, where applicable, will be presented
within financing cash flows, in line with IFRS 18 requirements.
Helios Underwriting plc will apply IFRS 18 from its mandatory effective date
of 1 January 2027. Comparative information for the year ending 31 December
2026 will be restated in accordance with the new standard.
2.4 Foreign currency translation
Functional currency
Items included in the Financial Statements are measured using the currency of
the primary economic environment in which the entity operates (the "functional
currency"). The Financial Statements are presented in thousands of pounds
sterling, which is the Company's functional and presentational currency. All
amounts have been rounded to the nearest thousand, unless otherwise indicated.
Transactions and balances
Foreign currency transactions are translated into the functional currency
using annual average rates of exchange prevailing at the time of the
transaction as a proxy for the transactional rates. Monetary items are
translated at period-end rates; any exchange differences arising from the
change in rates of exchange are recognised in the statement of income of the
year.
2.5 Financial assets
Classification
The classification of financial assets on initial recognition depends on both
the Company's business model for managing the financial assets and the asset's
contractual cash flow characteristics. The Company may irrevocably designate a
financial asset as
measured at fair value through profit or loss if doing so eliminates or
significantly reduces a measurement or recognition inconsistency (sometimes
referred to as an "accounting mismatch") that would otherwise arise from
measuring assets or liabilities or recognising the gains and losses on them on
different bases.
Initial recognition and measurement
Financial assets are recognised when the Company becomes a party to the
contractual provisions of the instruments. Regular purchases and sales of
financial assets are recognised on the trade date, being the date on which the
Company commits to the purchase or sale of the asset.
Equity investments at fair value through profit or loss
The Company measures all equity instruments at fair value with changes in the
fair value recognised in the statement of income.
Due from related parties
Amounts due from related parties are designated at fair value through profit
or loss upon initial recognition because they are managed, and their
performance is evaluated, on a fair value basis in accordance with the
Company's documented investment strategy.
Derecognition
Financial assets are derecognised when the right to receive cash flows from
the financial assets has expired or is transferred and the Company has
transferred substantially all its risks and rewards of ownership.
Fair value estimation
The fair value of financial assets at fair value through profit or loss which
are traded in active markets is based on quoted market prices at the end of
the reporting period. A market is regarded as active if quoted prices are
readily and regularly available from an exchange, dealer, broker, industry
group, pricing service or regulatory agency and those prices represent actual
and regular occurring market transactions on an arm's length basis. The quoted
market price used for financial assets at fair value through profit or loss
held by the Company is the current bid price.
The fair value of financial assets at fair value through profit or loss that
are not traded in an active market is determined by using valuation
techniques. These valuation techniques maximise the use of observable market
data where it is available and rely as little as possible on entity-specific
estimates, see note 5.
Unrealised gains and losses arising from changes in the fair value of the
financial assets at fair value through profit or loss are presented in the
statement of income.
2.6 Cash and cash equivalents
Cash represents cash deposits held at financial institutions. Cash equivalents
include short-term highly liquid investments of sufficient credit quality that
are readily convertible to known amounts of cash and have original maturities
of three months or less. Cash equivalents are held for meeting short-term
liquidity requirements, rather than for investment purposes. Cash and cash
equivalents are held at major financial institutions.
2.7 Borrowings
Borrowings are initially recognised at fair value and subsequently measured at
amortised cost using the net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any difference between the proceeds
(net of transaction costs) and the redemption amount is recognised in profit
or loss over the period of the borrowings using the effective interest method.
Fees paid on the establishment of loan facilities are recognised as
transaction costs of the loan to the extent that it is probable that some or
all of the facility will be drawn down. In this case, the fee is deferred
until the drawdown occurs. To the extent that there is no evidence that it is
probable that some or all of the facility will be drawn down, the fee is
capitalised as a prepayment for liquidity services and amortised over the
period of the facility to which it relates.
Borrowings are removed from the balance sheet when the obligation specified in
the contract is discharged, cancelled or expired. The difference between the
carrying amount of a financial liability that has been extinguished or
transferred to another party and the consideration paid is recognised in
profit or loss as other income or finance costs.
Borrowings are classified as current liabilities unless the group has an
unconditional right to defer settlement of the liability for at least 12
months after the reporting period.
2.8 Other payables
These present liabilities for services provided to the Company prior to the
end of the financial year which are unpaid. These are classified as current
liabilities, unless payment is not due within 12 months after the reporting
date.
2.9 Interest and dividend income
The investment income of the Company is based on the income earned on the
securities, less expenses incurred. Therefore, the Company's investment income
may be expected to fluctuate in response to changes in such expenses or
income.
Dividends, gross of foreign withholding taxes, where applicable, are included
as income when the security is declared ex-dividend. Bank interest is
accounted for on an effective yield basis.
2.10 Net gains on financial assets at FVTPL
Realised gains or losses on disposal of investments during the period and
unrealised gains and losses on valuation of investments held at the period end
are dealt with in the statement of income.
2.11 Operating expenses
All expenses are accounted for on an accruals basis.
2.12 Current and deferred tax
The tax expense for the period comprises current and deferred tax. Tax is
recognised in the statement of income, except to the extent that it relates to
items recognised in other comprehensive income or directly in equity, in which
case tax is also recognised in other comprehensive income or directly in
equity, respectively.
Current tax
The current income tax charge is calculated on the basis of the tax laws of
the UK enacted at the balance sheet date. Management establishes provisions
when appropriate, on the basis of amounts expected to be paid to the tax
authorities.
Deferred tax
Deferred tax is provided in full, using the balance sheet liability method, on
temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the Financial Statements. Deferred tax is
determined using tax rates (and laws) that have been enacted or substantively
enacted by the end of the reporting period and are expected to apply when the
related deferred income tax asset is realised, or the deferred income tax
liability is settled. Deferred tax assets are recognised to the extent that it
is probable that future taxable profits will be available against which the
temporary differences can be utilised.
2.13 Share capital and share premium
Ordinary shares are classified as equity. The difference between the fair
value of the consideration received and the nominal value of the share capital
issued is taken to the share premium account. Incremental costs directly
attributable to the issue of shares or options are shown in equity as a
deduction, net of tax, from proceeds. Where the Company buys back its own
ordinary shares on the market, and these are held in treasury, the purchase is
made out of distributable profits and hence shown as a deduction from the
Company's retained earnings.
Dividend and distribution policy
Dividend distribution to the Company's shareholders is recognised in the
Financial Statements in the period in which the dividends are approved by the
Company's shareholders.
2.14 Share options
The new ordinary shares have been issued into the respective joint beneficial
ownership of (i) each of the participating Executive Directors as shown in
Note 14 and (ii) the Trustee of JTC Employee Solutions Limited (the "Trust")
and are subject to the terms of joint ownership agreements ("JOAs")
respectively entered into between the Director, the Company and the Trustee.
The nominal value of the new ordinary shares has been paid by the Trust out of
funds advanced to it by the Company with the additional consideration of 145p
left outstanding until such time as new ordinary shares are sold. The Company
has waived its lien on the shares such that there are no restrictions on their
transfer.
The terms of the JOAs provide, inter alia, that if jointly owned shares become
vested and are sold, the proceeds of sale will be divided between the joint
owners so that the participating Director receives an amount equal to the
amount initially provided by the participating Director plus any growth in the
market value of the jointly owned ordinary shares above a target share price
(so that the participating Director will only ever receive value if the share
sale price exceeds this).
The percentage of jointly owned shares that vest shall be dependent on the
average growth in net tangible asset value per share during the three
financial years ending 31 December 2024. The vesting percentage shall be
determined on the average growth in net tangible asset value per share. If the
average growth in net tangible asset value does not exceed 5%, then no awards
vest, and if the average growth in net tangible asset value exceeds 20% or
above, then 100% of the awards vest.
The Plan was established and approved by resolution of the Remuneration
Committee of the Company on 13 December 2017 and provides for the acquisition
by employees, including Executive Directors, of beneficial interests as joint
owners (with the Trust) of ordinary shares in the Company upon the terms of a
JOA. The terms of the JOA provide that if the jointly owned shares become
vested and are sold, the proceeds of sale will be divided between the joint
owners on the terms set out above.
2.15 Share based payment
The Company operates an equity settled share-based employee compensation plan.
This includes the Long-Term Incentive Plan ("LTIP"). Awards under the LTIP are
granted in the form of a nil-cost option (see Note 14).
The awards' performance conditions set threshold (30%) to stretch (60%)
targets in respect of the Company's total shareholder return ("TSR") over the
three-year period following the grant of the awards. No portion of the awards
shall vest unless the Company's TSR at the end of the performance period
reaches the threshold target, for which one quarter of the awards would vest,
rising on a straight-line basis to full vesting of the awards for the
Company's TSR over the performance period being equal to the stretch target or
better.
In 2025, the company granted 584,020 awards under the LTIP in the form of
nil-cost options. The vesting period for the awards is three years subject to
continued service and the achievement of specific performance conditions. If
the options remain unexercised after a period of ten years from the date of
grant, the options expire. In the case of Executive Directors, any vested
shares will be subject to a two-year holding period.
The fair value of the LTIP awards is calculated using a Monte Carlo
(Stochastic) model considering the terms and conditions of the awards granted.
No options were exercised during the year.
3. Significant accounting judgements, estimates and assumptions
In applying the Company's accounting policies, the Directors are required to
make judgements, estimates and assumptions in determining the carrying amounts
of assets and liabilities. These judgements, estimates and assumptions are
based on the best and most reliable evidence available at the time when the
decisions are made and are based on historical experience and other factors
that are considered to be applicable.
Due to the inherent subjectivity involved in making such judgements, estimates
and assumptions, the actual results and outcomes may differ. The estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is
revised, if the revision affects only that period, or in the period of the
revision and future periods, if the revision affects both current and future
periods.
Assessment as an investment entity
Entities that meet the definition of an investment entity within IFRS 10
"Consolidated Financial Statements" ("IFRS 10") are required to account for
their investments in controlled entities at fair value through profit or loss.
The criteria which define an investment entity are currently as follows:
• an entity that obtains funds from one or more investors for the
purpose of providing those investors with investment services
• an entity that commits to its investors that its business
purpose is to invest funds solely for returns from capital appreciation,
investment income or both
• an entity that measures and evaluates the performance of
substantially all of its investments on a fair value basis
Helios provides its investors with investment management services such as
syndicate research, advice on syndicate selections and portfolio curations.
The Company's core business purpose is to participate in a portfolio of
syndicates via its investment
in Limited Liability Vehicles ("LLVs") for the purpose of returns in the form
of investment income (dividends) and capital appreciation (increase in the NAV
per share resulting in increased share price).
The Company records substantially all of its investments at fair value through
profit and loss ("FVTPL").
An investment in a Lloyd's syndicate year of account has a fixed duration of
three years, and a new year of account opens every year. As such, the funds
invested by Helios in a particular syndicate and year of account are returned
after three years, at which point Helios can decide whether to invest in a new
year of account in the same syndicate, reinvest elsewhere or distribute the
returns to shareholders. The finite life of each investment in a Lloyd's
syndicate therefore provides a natural exit strategy.
The Board has also concluded that the Company meets the additional
characteristics of an investment entity, in that it has more than one
investment; the investments are in the form of equities; it has more than one
investor; and the majority of its investors are not related parties.
Equity investments at FVTPL
The fair value of equity investments that are not traded in an active market
is determined using an internally developed valuations model. Assumptions used
in this model are validated and reviewed periodically internally by qualified
personnel. Changes in assumptions used can affect the reported fair value of
the equity investments. The impact on the profit and loss and equity as a
result of changes in key assumptions is disclosed in Note 5.
4. Risk management
4.1 Risk management framework
A review of the Company's objectives, policies and processes for managing and
monitoring risks is set out in the Risk Management section of the Company's
Strategic Report page 24.
Whilst risk is inherent in the Company's operations, it is managed through an
integrated risk management framework, including ongoing identification,
measurement and monitoring subject to risk limits and other controls. This
process of risk identification is critical to the Company's continuing
profitability and each individual within the Company is accountable for the
risk exposures relating to his or her responsibilities.
The Company is exposed to market risks, liquidity risks, interest rate risks,
credit risks, operational risks and concentration risks.
The Board of Directors is responsible for the overall risk management approach
and for approving the risk management strategies and principles.
4.2 Market risk
Market risk is the risk that the fair values or future cash flows of a
financial instrument will fluctuate because of changes in market variables
such as interest rates, exchange risks and equity prices.
The Company's assets consist primarily of equity investments, which are a
portfolio of syndicates that participate in insurance business as an
underwriting member of Lloyd's. The values of the investments are determined
by market forces and there is, accordingly, a risk that market prices can
change in a way that is adverse to the Company's performance.
4.2.1 Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a
financial instrument will fluctuate because of changes in market interest
rates. Longer-term obligations are usually more sensitive to interest rate
changes.
The Company's interest-bearing financial assets and liabilities expose it to
risks associated with the effects of fluctuations in the prevailing levels of
market interest rates on its financial position and cash flows. Any excess
cash and cash equivalents are invested at short-term market interest rates.
Exposure is managed largely by the use of Economic hedges that arise by
matching interest sensitive assets with liabilities of similar nature.
The table in note 4.4 Liquidity risk summarises the Company's exposure to
interest rate risks on financial assets and liabilities. The Company's assets
and liabilities are included at carrying amount and categorised by the earlier
of contractual repricing or maturity dates.
Interest rate risk sensitivity
The company has assessed the impact of a 100 bps increase or decrease in
interest rates might have on the assets and liabilities of the Company. As the
company's borrowings are on a fixed term basis and related party asset are
repayable and non-interest bearing. The overall interest rate risk has been
assessed as immaterial.
4.2.2 Currency risk
Currency risk is the risk which arises due to the assets and liabilities of
the Company held in foreign currencies, which will be affected by fluctuations
in foreign exchange rates.
The Company holds assets denominated in currencies other than pounds sterling,
the functional currency. The table below analyses the Company's exposure to
currency risk:
GBP USD Total
31 December 2025 £'000 £'000 £'000
Total assets 239,206 9,935 249,141
Total liabilities (14,526) (54,336) (68,862)
224,680 (44,401) 180,279
GBP USD Total
31 December 2024 £'000 £'000 £'000
Total assets 241,611 1,399 243,010
Total liabilities (11,437) (58,457) (69,894)
230,174 (57,058) 173,116
The analysis below is performed for reasonably possible movements in foreign
exchange rates with all other variables held constant, showing the impact on
the statement of income and equity at the reporting date.
Impact on equity
10% increase 10% decrease
31 December 2025 £'000 £'000
Impact on statement of income 4,036 (4,933)
Impact on equity 4,036 (4,933)
Impact on equity
10% increase 10% decrease
31 December 2024 £'000 £'000
Impact on statement of income 5,187 (6,340)
Impact on equity 5,187 (6,340)
The Company's strategy for dealing with foreign currency risks is to offset,
as far as possible, foreign currency liabilities with assets denominated in
the same currency.
The analysis is based on a change in assumption while holding all other
assumptions constant. In practice, this is unlikely to occur, and changes in
some of the assumptions might be correlated.
4.2.3 Other price risks
Price risk is the risk that the value of financial instruments will fluctuate
as a result of changes in market prices (other than those arising from
interest rate risk or currency risk), whether caused by factors specific to an
individual investment, its Company or all factors affecting all instruments
traded in the market.
Other price risks may include risks such as equity price risk, commodity price
risk, prepayment risk (i.e. the risk that one party to a financial asset will
incur a financial loss because the other party repays earlier or later than
expected), and residual value risk.
The Company is not exposed to other price risk as at 31 December 2025 and 31
December 2024.
4.3 Credit risk
Credit risk is the risk that the Company will incur a loss because an
individual, counterparty or issuer fails to discharge their contractual
obligations. The Company manages and controls credit risk by setting limits on
the amount of risk it is willing to accept for individual counterparties and
by monitoring exposures in relation to such limits.
Below is an analysis of assets bearing credit risks.
Gross exposure Net carrying amount
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Due from related parties 37,797 62,048 37,797 62,048
Cash and cash equivalents 28,990 28,935 28,990 28,935
66,787 90,983 66,787 90,983
4.3.1 Credit quality of financial assets
The credit quality of financial assets can be assessed by reference to
external credit ratings, if available using an approach consistent with that
used by Credit reference agency.
AAA
An obligation rated "AAA" has the highest rating assigned by Standard and
Poor's. The obligor's capacity to meet its financial obligation is extremely
strong.
AA
An obligation rated "AA" differs from the highest rated obligation only to a
small degree. The obligor's capacity to meet its financial obligation is very
strong.
A
An obligation rated "A" is somewhat more susceptible to the adverse effects of
changes in and economic conditions that obligations in higher rated
categories. However, the obligor's capacity to meet its financial commitment
on the obligation is still strong.
BBB
An obligation rated "BBB" exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity of the obligor to meet its financial commitment on the
obligation.
Below BBB
Obligations rated "Below BBB" are regarded as having significant speculative
characteristics. While such obligations will likely have some quality and
protective characteristics, these may be outweighed by large uncertainties or
major exposures to adverse conditions.
Not rated
This indicates there is insufficient information on which to base a credit
rating.
The following table sets out the credit quality for financial assets
(excluding equity instruments) measured at fair value through profit and loss.
AAA AA A BBB Below BBB Not rated Total
As at 31 December 2025 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Due from related parties - - - - - 37,797 37,797
Cash and cash equivalents - - 28,990 - - - 28,990
- - 28,990 - - 37,797 66,787
AAA AA A BBB Below BBB Not rated Total
As at 31 December 2024 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Due from related parties - - - - - 62,048 62,048
Cash and cash equivalents - - 28,935 - - - 28,935
- - 28,935 - - 62,048 90,983
4.4 Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in
meeting the obligations associated with its financial liabilities that are
settled by delivering cash or another financial asset and, thus, the Company
will not be able to meet its financial obligations as they fall due.
To mitigate these risks, Helios maintains a robust liquidity risk management
framework, which includes maintaining sufficient cash reserves, diversifying
our portfolio, regularly stress testing and maintaining strong relationships
with lenders and investors.
The following are the contractual maturities of financial assets and
liabilities including undiscounted interest payments and excluding the impact
of netting agreements.
Analysis of assets and liabilities by remaining contractual maturity
Less than
On demand 3 months 3 to 12 months 1 to 5 years Over 5 years Total
As at 31 December 2025 £'000 £'000 £'000 £'000 £'000 £'000
Financial assets
Due from related parties 37,797 - - - - 37,797
Other debtors - - - 110 - 110
Cash and cash equivalents 28,990 - - - - 28,990
Total assets 66,787 - - 110 - 66,897
Financial liabilities
Borrowings - - - (54,336) - (54,336)
Due to related parties (10,313) - - - - (10,313)
Accruals and other payables - - (4,213) - - (4,213)
Total liabilities (10,313) - (4,213) (54,336) - (68,862)
Net liquidity position 56,474 - (4,213) (54,226) - (1,965)
Analysis of assets and liabilities by remaining contractual maturity
Less than
On demand 3 months 3 to 12 months 1 to 5 years Over 5 years Total
As at 31 December 2024 £'000 £'000 £'000 £'000 £'000 £'000
Financial assets
Due from related parties 62,048 - - - - 62,048
Other debtors - - - 110 - 110
Cash and cash equivalents 28,935 - - - - 28,935
Total assets 90,983 - - 110 - 91,093
Financial liabilities
Borrowings - - - - (58,457) (58,457)
Due to related parties (6,881) - - - - (6,881)
Accruals and other payables - - (4,556) - - (4,556)
Total liabilities (6,881) - (4,556) - (58,457) (69,894)
Net liquidity position 84,102 - (4,556) 110 (58,457) 21,199
The company has access to a sterling revolving loan facility ("RLF") with
Barclays Bank Plc to the value of £20m.
On 15 December 2023, the Company secured an A - / stable rating from Kroll
Bond Rating Agency LLC, ("KBRA") for up to US$100m seven-year unsecured debt
at a fixed coupon of 9.5%. An initial tranche of US$75m of the debt was drawn
down on 15 December 2023 and amended in December 2025 to allow early repayment
over 3 years instead of a single repayment in 2030.
4.5 Operational risks
Operational risk is the risk of direct or indirect loss arising from a wide
variety of causes associated with the Company's processes, personnel and
infrastructure, and from external factors other than credit, market and
liquidity risks such as those arising from legal and regulatory requirements
and generally accepted standards
of corporate behaviour.
Operational risk arises from all of the Company's operations. The Company was
incorporated with the purpose of engaging in those activities outlined in Note
1.
4.6 Concentration risk
Although the Company invests mainly in Limited Liability Vehicles, the Company
has a wealth of experience in this specific sector. It seeks to manage
concentration risk by in-depth evaluation of each LLV prior to the
acquisition, declining opportunities not in line with the strategic direction
of the Company, reviewing projected financial performance and ensuring a
diversified portfolio of LLVs to limit exposure to specific insurance risks
faced by the syndicates.
The following table breaks down the Company's equity investments at FVTPL as
categorised by industry sector:
2025 2024
£'000 £'000
Equity investments - Limited Liability Vehicles 181,346 151,019
Equity investments - Other 898 898
Total Exposure 182,244 151,917
4.7 Capital management
For the purpose of the Company's capital management, capital includes issued
capital, share premium and all other equity reserves attributable to the
equity holders of the Company. The primary objective of the Company's capital
management is to maximise the shareholder value.
The Company manages its capital structure and adjusts in light of changes in
economic conditions. To maintain or adjust the capital structure, the Company
may adjust the dividend payment to shareholders, return capital to
shareholders or issue new shares. The Company is not subject to externally
imposed capital requirement during the year (2024: none).
5. Fair value measurement
The Company's fair value methodology and the governance over its models
includes a number of controls and other procedures to ensure appropriate
safeguards are in place to ensure its quality and adequacy. All new valuation
methodologies are subject to approvals by the Board. The responsibility of
ongoing measurement resides with the finance and risk functions.
Financial instruments recorded at fair value are analysed based on the levels
below:
• Level 1: The fair value of financial instruments traded in active
markets (such as publicly traded securities) is based on quoted market prices
(unadjusted) at the end of the reporting period. The quoted market price used
for financial assets held by the Company is the current bid price
• Level 2: The fair value of financial instruments that are not traded
in an active market is determined using valuation techniques which maximise
the use of observable market data inputs, either directly or indirectly (other
than quoted prices included within Level 1), and rely as little as possible on
entity-specific estimates. If all significant inputs required to fair value an
instrument are observable
• Level 3: If one or more of the significant inputs is not based on
observable market data, the instrument is included in Level 3. This is the
case for unlisted equity securities
The following table analyses within the fair value hierarchy the Company's
assets and liabilities measured at fair value at 31 December 2025.
Level 1 Level 2 Level 3 Total
As at 31 December 2025 £'000 £'000 £'000 £'000
Assets measured at fair value on a recurring basis
Equity investments at FVTPL - - 182,244 182,244
Cash and cash equivalents 28,990 - - 28,990
Total 28,990 - 182,244 211,234
The following table analyses within the fair value hierarchy the Company's
assets measured at fair value at 31 December 2024.
Level 1 Level 2 Level 3 Total
As at 31 December 2024 £'000 £'000 £'000 £'000
Assets measured at fair value on a recurring basis
Equity investments at FVTPL - - 151,917 151,917
Cash and cash equivalents 28,935 - - 28,935
Total 28,935 - 151,917 180,852
There were no transfers between Levels 1 and 2 during the period.
Amounts due from related parties are measured at amortised cost under IFRS 9.
The value of the amounts due approximates the fair value as they are due on
demand and interest free.
Borrowings are measured at amortised cost under IFRS 9. The value of the
amounts due approximates the fair value as they are on a fixed interest rate
over the period of the loan.
5.1 Valuation techniques
Equity investments at FVTPL
The valuation of the equity investments at FVTPL include several key
components which are set out below:
Syndicate capacity
The Market Approach is the primary approach in estimating the FV of the right
to participate in a syndicate in future years, based on the weighted average
price of Lloyd's syndicate capacity auction results. This approach is most
appropriate in determining the FV of the syndicate capacity where the auction
pricing is reliable, and this approach is widely adopted in practice.
Consideration is also given to observable data from recent market
transactions. In addition, the board has applied a 8.5% reduction to the
holding value of capacity to reduce the value of capacity held in the balance
sheet. This adjustment is to reflect the volatility in auction pricing due to
low trading volumes.
This adjustment will be reviewed for report revises in the future.
FAL
Each asset included in the FAL is valued at its current market price. FAL can
consist of a variety of assets, including cash, bonds, letter of credit
("LoC") and other approved financial instruments. As such, the FV would be
based on quoted market prices and face value of the assets held in the FAL.
The Market Approach is preferred for determining the FV of FAL because it uses
observable values for each component asset.
Open year results:
In accordance with Lloyd's requirements, each managing agent prepares
syndicate level information and allocates each corporate member's share of
their best estimate results based on their capacity participation for each
year of account. The QMA, QMB and Schedule 3 returns are submitted to Lloyd's
and subject to review.
These results are considered to be a reasonable and supportable proxy in
determining the FV of open year results.
Pipeline profits
The incremental profits the syndicate managers estimate using the midpoint
forecasts/YOA forecasts included in the QMRs submitted to Lloyds at each year
end together with Helios' management view of the likely outturn of each year
of account form the basis for determining the profits to be recognised. An
adjustment is applied to the two years of account to reflect the inherent
uncertainty in those forecasts which are subject to material changes in the
ultimate outcome.Midpoint forecast from the QMA were used for the profit
calculations for 2023 and 2024 years of account. While the best estimate
forecasts from the QMB was used for the profit calculations for 2025 year of
account.
The proportion of pipeline profits that have been recognised is as follows:
a) For the underwriting year with 12 months to run - 90% of the potential
future profits on the mid point ultimates.
b) For the underwriting year with 24 months left, 25% of the potential
future profits have been recognised.
Cash and cash equivalents
Cash represents cash deposits held at financial institutions. Cash equivalents
include short-term highly liquid investments of sufficient credit quality that
are readily convertible to known amounts of cash and have original maturities
of three months or less. Cash equivalents are held for meeting short-term
liquidity requirements, rather than for investment purposes. Cash and cash
equivalents are held at major financial institutions.
Borrowings
For the majority of the financial assets and liabilities not carried at fair
value, the fair values are not materially different from their carrying
amounts due to their short-term nature.
For the borrowings, the fair value differs from the carrying amount as set out
below:
2025 2024
Carrying amount Fair value Carrying amount Fair value
£'000 £'000 £'000 £'000
Borrowings 54,336 53,714 58,457 56,852
The fair values of borrowings are based on discounted cash flows using a
current borrowing rate and foreign exchange rates. They are classified as
level 3 fair values in the fair value hierarchy due to the use of unobservable
inputs, including own credit risk.
5.2 Movements in Level 3 financial instruments
The following table presents the movement in Level 3 instruments for the year
ended 31 December:
31 December 2025 31 December 2024
Equity investments £'000 £'000
Opening balance 151,917 115,885
Purchases 1,195 1,520
Sales - -
Net gains/(losses) 29,132 34,512
Total 182,244 151,917
5.3 Impact on the fair value of Level 3 financial instruments to changes in key assumptions
The following table summarises the valuation techniques together with the
significant unobservable inputs used to calculate the fair value of the
Company's Level 3 assets.
As at 31 December 2025 Amount £'000 Valuation technique Significant unobservable inputs
Equity investments 181,346 Discounted projected cash flows Projected cash flows of syndicates; Auction prices and syndicate capacity;
Discount rate
As at 31 December 2024 Amount £'000 Valuation technique Significant unobservable inputs
Equity investments 151,019 Discounted projected cash flows Projected cash flows of syndicates; Auction prices and syndicate capacity;
Discount rate
5.4 Quantitative analysis of significant unobservable inputs
The significant unobservable inputs are sensitive to assumptions made when
ascertaining fair value. Setting the valuation policy is the responsibility of
the Board. The policy is to value investments at fair value by applying a
consistent approach. The valuations are performed twice a year and the half
year valuations are subject to the same level of scrutiny and approach as the
audited final year accounts.
As at 31 December 2025 the value of the level three financial instruments was
£182 million and were valued using the following criteria:
· Projected cash flows of the syndicates are ascertained using the
data supplied by the syndicate managers on a quarterly basis. For each
underwriting year the syndicate managers supply information on the likely
profits to be distributed to or losses to be collected from capital providers.
The incremental profits the syndicate managers estimate using the midpoint
forecasts/YOA forecasts included in the QMRs submitted to Lloyds at each year
end together with Helios' management view of the likely outturn of each year
of account form the basis for determining the profits to be recognised. An
adjustment is applied to the two years of account to reflect the inherent
uncertainty in those forecasts which are subject to material changes in the
ultimate outcome. The Company's fair value methodology reflects 25% of the
pipeline profits at the midpoint estimates for the latest year of account, 90%
for the middle year and 100% for the oldest year
· Auction prices and syndicate capacity: the market valuation of
syndicate capacity is primarily based upon the average prices of the Lloyds
capacity auctions that are held in the final quarter of each year. These
average prices is the prime source of information to ascertain the value of
each syndicate capacity holding. In addition, the The board reviews the recent
transactions on the buying and selling of LLVs to establish a trend of pricing
comparative to the prime source of auction prices. Also the Board assesses the
potential future supply and demand of capacity for sale in the following
auction process to assess the likely movement in prices at the auctions. Based
on the Company's knowledge and experience of the syndicate capacity market
which is further informed by observable market transactions, some of which
might be below the auction prices, the fair value methodology reflects
approximately a 8.5% haircut on capacity values in consideration of inherent
uncertainty in the valuation
· Discount rate: the discount rate applied to the projected
syndicate profits from the date of valuation to the date of final
determination of the profits to be distributed is based on the coupon
negotiated on the unsecured loan note 2030, 9.5% being a proxy for the Helios
cost of debt
5.5 Sensitivity of fair value measurements to changes in unobservable market data
The table below describes the effect of changing the significant unobservable
inputs to reasonably possible alternatives.
31 December 2025 31 December 2024
Change in variable £'000 £'000
Pipeline profits - a range of recognised 25% 9,412 9,282
profit of 0%-50% - for the newest UW year −25% (9,412) (9,282)
Auction Prices of syndicate capacity - 10% 7,044 7,575
a twelve month development year −10% (7,044) (7,575)
Discount rate +100 BPS (290) −134
-100 BPS 297 137
6. Net gains on financial assets at FVTPL
31 December 2025 31 December 2024
£'000 £'000
Unrealised gains on investments 29,132 34,512
Realised gains on investments and currencies - -
Net gains on financial assets at FVTPL 29,132 34,512
7. Operating expenses
31 December 2025 31 December 2024
£'000 £'000
Staff costs 4,244 3,111
Office expenses 649 1,026
Professional fees 1,686 3,284
Other fees 232 333
Total operating costs 6,811 7,756
The auditors, PKF Littlejohn LLP, charged total fees to the company and its
subsidiaries of £198,000 (2024: £183,000) for audit services. Further fees
of £28,500 (2024: £27,000) were charged by PKF Littlejohn LLP for audit
related assurance services. Additional fee of £59,000 was charged for tax
services.
The majority of the profit/loss on exchange is as a result of the borrowingsof
$75m being revalued from 1.25 to 1.35 (GBP to USD at year-end 2024 to year-end
2025 rates of exchange).
8. Equity investments at FVTPL
Equity investments at FVTPL consist of investments in companies and Limited
Liability Partnerships which the Company has 100% direct or indirect interest
in. All of the subsidiaries are incorporated in England and Wales and their
registered office address is at 40 Gracechurch Street, London EC3V 0BT, apart
from RBC Trustee Limited, which is incorporated in Jersey and its registered
office address is Gaspé House, 66-72 Esplanade, Jersey JE2 3QT, and Gould
Scottish Partnership, which is incorporated in Scotland and its registered
office is 9 Haymarket Square, Edinburgh EH3 8RY.
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
Advantage DCP Limited Direct 100% 100% Lloyd's of London corporate vehicle
Catbang 926 Limited Direct 100% 100% Lloyd's of London corporate vehicle
Chanterelle Underwriting Limited Direct 100% 100% Lloyd's of London corporate vehicle
Chapman Underwriting Limited Direct 100% 100% Lloyd's of London corporate vehicle
Charmac Underwriting Limited Direct 100% 100% Lloyd's of London corporate vehicle
Chorlton Underwriting Limited Direct 100% 100% Lloyd's of London corporate vehicle
Clifton 2011 Limited Direct 100% 100% Lloyd's of London corporate vehicle
Exalt Underwriting Limited Direct 100% 100% Lloyd's of London corporate vehicle
Fyshe Underwriting LLP Indirect 100% 100% Corporate partner
Gould SLP Indirect 100% 100% Corporate partner
GTC Underwriting Limited Direct 100% 100% Lloyd's of London corporate vehicle
Harris Family UTG Limited Direct 100% 100% Lloyd's of London corporate vehicle
Hillnameco Limited Direct 100% 100% Lloyd's of London corporate vehicle
Hyde Park Capital Limited Direct 100% 100% Lloyd's of London corporate vehicle
Inversanda LLP Indirect 100% 100% Corporate partner
Kemah Lime Street Capital Limited Direct 100% 100% Lloyd's of London corporate vehicle
Kunduz LLP Indirect 100% 100% Corporate partner
N J Hanbury Limited Direct 100% 100% Lloyd's of London corporate vehicle
Nameco (1208) Limited Direct 100% 100% Lloyd's of London corporate vehicle
Nameco (301) Limited Direct 100% 100% Lloyd's of London corporate vehicle
Nameco (606) Limited Direct 100% 100% Lloyd's of London corporate vehicle
Nameco (No 1011) Limited Direct 100% 100% Lloyd's of London corporate vehicle
Nameco (No 1095) Limited Direct 100% 100% Lloyd's of London corporate vehicle
Nameco (No 1110) Limited Direct 100% 100% Lloyd's of London corporate vehicle
Nameco (No 1111) Limited Direct 100% 100% Lloyd's of London corporate vehicle
Nameco (No 1113) Limited Direct 100% 100% Lloyd's of London corporate vehicle
Nameco (No 1130) Limited Direct 100% 100% Lloyd's of London corporate vehicle
Nameco (No 1232) Limited Direct 100% 100% Lloyd's of London corporate vehicle
Nameco (No 2012) Limited Direct 100% 100% Lloyd's of London corporate vehicle
Nameco (No 346) Limited Direct 100% 100% Lloyd's of London corporate vehicle
Nameco (No 389) Limited Direct 100% 100% Lloyd's of London corporate vehicle
Nameco (No 408) Limited Direct 100% 100% Lloyd's of London corporate vehicle
Nameco (No 409) Limited Direct 100% 100% Lloyd's of London corporate vehicle
Nameco (No 510) Limited Direct 100% 100% Lloyd's of London corporate vehicle
Nameco (No 544) Limited Direct 100% 100% Lloyd's of London corporate vehicle
Direct/indirect 2025 2024
Company or partnership interest ownership ownership Principal activity
Nameco 1025 Limited Direct 100% - Lloyd's of London corporate vehicle
New Filcom Limited Direct 100% 100% Lloyd's of London corporate vehicle
Nomina No 070 LLP Indirect 100% 100% Corporate partner
Nomina No 084 LLP Indirect 100% 100% Corporate partner
Nomina No 110 LLP Indirect 100% 100% Corporate partner
Nomina No 321 LLP Indirect 100% 100% Corporate partner
Nomina No 348 LLP Indirect 100% 100% Corporate partner
Nomina No 469 LLP Indirect 100% 100% Corporate partner
Nomina No 472 LLP Indirect 100% 100% Corporate partner
Nomina No 505 LLP Indirect 100% 100% Corporate partner
Nomina No 533 LLP Indirect 100% 100% Corporate partner
Nomina No 536 LLP Indirect 100% 100% Corporate partner
North Breache Underwriting Limited Direct 100% 100% Lloyd's of London corporate vehicle
Park Farm Underwriting Limited Direct 100% 100% Lloyd's of London corporate vehicle
Queensberry Underwriting Limited Direct 100% 100% Lloyd's of London corporate vehicle
Risk Capital UTG Limited Direct 100% 100% Lloyd's of London corporate vehicle
Romsey Underwriting Limited Direct 100% 100% Lloyd's of London corporate vehicle
Salviscount LLP Indirect 100% 100% Corporate partner
Shaw Lodge Limited Direct 100% 100% Lloyd's of London corporate vehicle
Whitehouse Underwriting Limited Direct 100% 100% Lloyd's of London corporate vehicle
Whittle Martin Underwriting Direct 100% 100% Lloyd's of London corporate vehicle
Helios Underwriting Partners Direct 100% 100% Holding company
Helios Corporate Services Limited* Direct 100% 100% Corporate services
Helios Management Services Limited* Direct 100% 100% Management services
Helios Corporate Member 1 Limited Direct 100% - Lloyd's of London corporate vehicle
Helios Corporate Member 2 Limited Direct 100% - Lloyd's of London corporate vehicle
Helios CM No.1 Limited Direct 100% - Lloyd's of London corporate vehicle
Helios CM No.2 Limited Direct 100% - Lloyd's of London corporate vehicle
Helios CM No.3 Limited Direct 100% - Lloyd's of London corporate vehicle
Helios CM No.4 Limited Direct 100% - Lloyd's of London corporate vehicle
Helios CM No.5 Limited Direct 100% - Lloyd's of London corporate vehicle
Helios LLV One Limited Direct - 100% Lloyd's of London corporate vehicle
Helios LLV Two Limited Direct - 100% Lloyd's of London corporate vehicle
Helios LLV Three Limited Direct - 100% Lloyd's of London corporate vehicle
Helios LLV Four Limited Direct - 100% Lloyd's of London corporate vehicle
Helios LLV Five Limited Direct - 100% Lloyd's of London corporate vehicle
Helios LLV Six Limited Direct - 100% Lloyd's of London corporate vehicle
*Subsidiaries were not consolidated and management does not consider this to
be a material IFRS departure under IAS 1 although these subsidiaries are
required to be consolidated under IFRS 10.
Direct/indirect 2025 2024
Company or partnership interest ownership ownership Principal activity
Helios LLV Seven Limited Direct - 100% Lloyd's of London corporate vehicle
Helios LLV Eight Limited Direct - 100% Lloyd's of London corporate vehicle
Helios LLV Nine LLP Indirect - 100% Corporate partner
Helios LLV Ten LLP Indirect - 100% Corporate partner
Helios LLV Eleven Ltd Direct - 100% Lloyd's of London corporate vehicle
Helios LLV Twelve Ltd Direct - 100% Lloyd's of London corporate vehicle
Helios LLV Thirteen Ltd Direct - 100% Lloyd's of London corporate vehicle
Helios LLV Fourteen Ltd Direct 100% 100% Lloyd's of London corporate vehicle
Helios LLV Fifteen Ltd Direct - 100% Lloyd's of London corporate vehicle
Helios LLV Sixteen Ltd Direct - 100% Lloyd's of London corporate vehicle
Helios LLV Seventeen Ltd Direct - 100% Lloyd's of London corporate vehicle
Helios LLV Eighteen Ltd Direct 100% 100% Lloyd's of London corporate vehicle
Helios LLV Nineteen Ltd Direct - 100% Lloyd's of London corporate vehicle
Helios LLV Twenty Ltd Direct 100% 100% Lloyd's of London corporate vehicle
Helios LLV Twenty One Ltd Direct - 100% Lloyd's of London corporate vehicle
Starter Home One Limited Direct - 100% Lloyd's of London corporate vehicle
Starter Home Two Limited Direct - 100% Lloyd's of London corporate vehicle
Starter Home Three Limited Direct - 100% Lloyd's of London corporate vehicle
Starter Home Four Limited Direct - 100% Lloyd's of London corporate vehicle
Starter Home Five Limited Direct - 100% Lloyd's of London corporate vehicle
Starter Home Six Limited Direct - 100% Lloyd's of London corporate vehicle
Helios LLV Twenty Eight LLP Indirect - 100% Corporate partner
Helios LLV Twenty Nine LLP Indirect - 100% Corporate partner
Helios LLV Thirty LLP Indirect - 100% Corporate partner
Starter Home Seven Limited Direct 100% - Lloyd's of London corporate vehicle
Starter Home Eight Limited Direct 100% - Lloyd's of London corporate vehicle
Starter Home Nine Limited Direct 100% - Lloyd's of London corporate vehicle
Starter Home Ten Limited Direct 100% - Lloyd's of London corporate vehicle
Starter Home Eleven Limited Direct 100% - Lloyd's of London corporate vehicle
The movement in the equity portfolio is as follows:
2025 2024
LLVs Other LLVs Other
£'000 £'000 £'000 £'000
At valuation
Opening balance at 1 January 151,019 898 114,987 898
Additions 1,195 - 1,520 -
Disposals - - - -
Unrealised gains 29,132 - 34,512 -
Closing balance at 31 December 181,346 898 151,019 898
At cost
Opening balance at 1 January 81,525 898 80,005 898
Additions 1,195 - 1,520 -
Total cost 82,720 898 81,525 898
Disposals - - - -
Unrealised gains 98,626 - 69,494 -
The additions relate to the following transactions in the year:
• Acquisition of subsidiary Nameco (No.1025) Limited
9. Cash and cash equivalents
31 December 2025 31 December 2024
£'000 £'000
Cash at bank - GBP current account 16,555 7,188
Cash at bank - USD current account 6,232 1,399
Fixed-term deposit 6,203 20,348
Total 28,990 28,935
10. Income tax (charge)/credit
Analysis of tax charge in the year is shown below.
31 December 2025 31 December 2024
£'000 £'000
Current tax:
- current year - -
- prior year adjustment - (177)
Total current tax - (177)
Deferred tax:
- current year - -
- prior year adjustment - (2,177)
Total deferred tax - (2,177)
Income tax charge - (2,354)
Factors affecting the tax charge for the year and the differences are
explained below. The tax rate for the year is 25% (2024: 25%).
31 December 2025 31 December 2024
£'000 £'000
Profit before tax 20,547 20,929
Tax calculated as profit before tax multiplied by the standard rate of
corporation tax in the UK
- 5,232
Tax effects of:
- prior year adjustments - (2,354)
- rate change and other adjustments - -
- permanent disallowances (20,547) (8,603)
- Group relief - 3,371
- other - -
Tax (charge)/credit for the year - (2,354)
11. Deferred tax expense
Deferred tax is calculated in full on temporary differences using a tax rate
of 25% (2024: 25%). The movements in the deferred tax liabilities are as
follows:
Charged to
Balance at beginning Statement of income Other comprehensive Balance at end of year
of year income
31 December 2025 £'000 £'000 £'000 £'000
Other - - - -
Charged to
Balance at beginning Statement of income Other comprehensive Balance at end of year
of year income
31 December 2024 £'000 £'000 £'000 £'000
Other 2,177 (2,177) - -
The company has not provided deferred tax on its gains on investments in
subsidiaries due to the Substantial Shareholding Exemption ("SSE") rules in
Taxation of Chargeable Gains Act 1992 Sch. 7AC which applied to share
disposals on or after 1 April 2017. In general terms, the rule changes relaxed
the conditions for the Group to qualify for SSE on a share disposal.
The company owns 100% of the share capital in all of its subsidiaries, and all
are registered in the United Kingdom. A continual assessment of investments is
carried out to test whether the SSE conditions continue to be met based upon
information that is available to the Group and that there is no change to the
accounting treatment in this regard under UK-adopted international accounting
standards.
12. Borrowings
31 December 2025 31 December 2024
£'000 £'000
Borrowings 54,336 58,457
Total 54,336 58,457
The company has access to a sterling revolving loan facility ("RLF") with
Barclays Bank Plc to the value of £20m. No draw downs on the RLF have been
made during 2025.
On 15 December 2023 the Company secured an A - stable rating from Kroll Bond
Rating Agency LLC ("KBRA") for up to US$100m seven-year unsecured debt at a
fixed coupon of 9.5%.
An initial tranche of US$75m of the debt was drawn down on 15 December 2023.
This borrowing is subject to various covenants and amended in December 2025 to
allow early repayment over 3 years instead of a single repayment in 2030.The
fair value of borrowings is shown in note 5.1.
13. Share capital
In addition to voluntary disposal of shares by the shareholders, the Company
may elect to perform share buy-backs from time to time at an agreed upon
price. Such share buy-backs are entirely at the discretion of the management
of the Company.
The ordinary shares are entitled to all benefits of, and bear all the risk of,
the Company's investments in accordance with their terms. Each ordinary share
carries the right to one vote on any resolution of the members as to the
management of the Company.
The Directors may redeem any share issued by the Company at a premium.
For the year ended 31 December 2025 and 31 December 2024, the number of
ordinary shares outstanding which were issued and redeemed were as follows:
Ordinary share capital Partly paid ordinary share Share premium Ending balance
capital
Number of
31 December 2025 shares £'000 £'000 £'000 £'000
Ordinary shares of 10p each and share premium
75,216,173 7,522 110 99,240 106,872
Partly paid ordinary share
Ordinary Share Ending
share capital capital premium balance
31 December 2024 Number of shares £'000 £'000 £'000 £'000
Ordinary shares of 10p each and share premium
78,110,000 7,811 110 98,882 106,803
Number of shares 2025 2024
Allotted, called up and fully paid ordinary shares:
- on the market 68,485,918 71,342,967
- Company buy-back of ordinary shares 5,630,255 5,667,335
74,116,173 77,010,302
Uncalled and partly paid ordinary shares under the JSOP scheme 1,100,000 1,100,000
75,216,173 78,110,302
Dividend paid or proposed
A dividend of £7,137,992 was paid during the year (2024: £4,419,000).
A final dividend of 10p is being proposed in respect of the financial year
ended 31 December 2025.
Treasury shares
The Company has in previous years bought back some of its own ordinary shares
on the market and these are held in treasury. During 2024, the Company has
bought back a further 3,007,570 shares for a total consideration of
£4,529,000. The average price per share was 151p.
The retained earnings have been reduced by a further £4,529,000, being the
consideration paid on the market for these shares, as shown in the statement
of changes in equity.
The Company cannot exercise any rights over these bought back and held in
treasury shares and has no voting rights. No dividend or other distribution of
the Company's assets can be paid to the Company in respect of the treasury
shares that it holds.
As at 31 December 2025, the 3,052,013 own shares bought back for a total of
£7,263,790 represent 3.9% of the total allotted, called up and fully paid
ordinary shares of the Company of 75,216,173, after the completion of the
tender offer.
14. Share options
Joint Share Ownership Plan ("JSOP")
500,000 shares have been vested as at 31 December 2021. On 16 August 2021, a
further 600,000 shares were issued.
Effect of the transaction
The beneficial interests of the Executives are as follows:
2025 2024
Interests in jointly owned
Interests in jointly
ordinary shares Other interests owned ordinary
issued under in ordinary Total shares issued Other interests in
JSOP shares shareholding under JSOP ordinary shares Total shareholding
Arthur Manners - 477,500 477,500 477,500 720,009 1,197,509
Nigel Hanbury - 7,527,680 7,527,680 622,500 8,872,225 9,494,725
The JSOP is to be accounted for as if it were a premium priced option, and,
therefore, Black Scholes model has been applied to determine the fair value.
As the performance condition will eventually be trued up, a calculation of the
fair value based on an algebraic Black Scholes calculation of the value of the
"as if" option discounted for the risk of forfeiture or non- vesting
is reasonable. The discount factors are for the risk that an employee leaves
and forfeits the award or the failure to meet the performance condition with
the result the JSOP awards do not vest in full or at all.
The basic Black Scholes calculation for the new awards is based on the
following six basic assumptions:
(a) market value of a share at the date of grant (155p);
(b) expected premium or threshold price of a share (174.8p);
(c) expected life of the JSOP award (three years);
(d) risk-free rate of capital (1%);
(e) expected dividend yield (1.9%); and
(f) expected future volatility of a Helios share (20%).
Share-based payments
Since 2022, the Company operated the Helios Underwriting plc Long-Term
Incentive Plan ("LTIP").
On 16 December 2022, the Company granted 571,427 awards under the LTIP in the
form of nil-cost options. Under the same plan, the Company granted 491,227 on
30 May 2023, 520,717 on 14 June 2024 and 112,500 on 27 September 2024.
The awards' performance conditions set threshold (30%) to stretch (60%)
targets in respect of the Company's total shareholder return ("TSR") over the
three-year period following the grant of the awards. No portion of the awards
shall vest unless the Company's TSR at the end of the performance period
reaches the threshold target, for which one quarter of the awards would vest,
rising on a straight-line basis to full vesting of the awards for the
Company's TSR over the performance period being equal to the stretch target or
better. In the case of Executive Directors, any vested shares will be subject
to a two-year holding period.
On 5 April 2023 a further 875,000 awards were made under the Company's LTIP,
with the terms set out below. Of these awards, 525,000 have now lapsed,
leaving 350,000 options subject to the performance conditions below.
The awards' performance conditions set threshold (50%) to stretch (100%)
targets in respect of the Company's total shareholder return ("TSR") over the
five-year period following the grant of the awards. No portion of the awards
shall vest unless the Company's TSR at the end of the performance period
reaches the threshold target, for which one quarter of the awards would vest,
rising on a straight-line basis to full vesting of the awards for the
Company's TSR over the performance period being equal to the stretch target or
better. In the case of Executive Directors, any vested shares will be subject
to a two-year holding period.
During 2024 an award of 70,000 LTIP awards were granted on 27 September with
no performance conditions attached to facilitate a senior executive buyout.
These awards vest on 5 March 2025 subject to continued service.
During 2025, total awards of 584,020 shares were granted. Of these, 468,899
were awarded. The awards' performance conditions set threshold (30%) to
stretch (60%) targets in respect of the Company's TSR over the three-year
period following the grant of the awards. The remaining 115,121 shares were
awarded with no performance conditions. These awards vest through the period
October 2026 and March 2028.
The awards for the Executive Directors are set out in the Directors'
Remuneration Report.
The fair value of the LTIP awards is calculated using a Monte Carlo
(Stochastic) model taking into account the terms and conditions of the awards
granted. The inputs into the model were based on specific details at the date
of grant and therefore ranged across 2025 valuations as follows:
• share price at date of grant: 207.0p - 244.0p
• exercise price: 0p
• risk-free rate of interest: 3.62%-4.01%
• expected dividend yield: 0%
• expected volatility: 31.01%-32.89%
• expected life: 0.85-3.00 years
The resulting fair value of 56.53p includes the impact of the holding period.
No options were exercised during the year. The expected volatility is based on
the movement in the share price over a certain period prior to the grant date.
A total fair value amount of £2,580,000 has been/will be charged as an
expense over the vesting period in the statement of income as follows:
Total expense £'000
Calendar Year 2025 2024
2022 5 5
2023 274 275
2024 506 506
2025 622 556
2026 650 313
2027 378 177
2028 145 27
Total 2,580 1,859
15. Earnings per share
Basic earnings per share is calculated by dividing the net profit attributable
to ordinary equity holders of the Company after tax by the weighted average
number of ordinary shares outstanding during the period.
Diluted earnings per share is calculated by dividing the net profit
attributable to ordinary equity holders of the Company by the weighted average
number of ordinary shares outstanding during the year, plus the weighted
average number of ordinary shares that would be issued on the conversion of
all the dilutive potential ordinary shares into ordinary shares.
The earnings per share and weighted average number of shares used in the
calculation are set out below:
31 December 2025 31 December 2024
Profit/(loss) for the year after tax attributable to ordinary equity holders
of the Parent (£)
20,546,581 18,575,000
Basic - weighted average number of ordinary shares 70,950,611 72,672,057
Adjustment for Long-Term Incentive Plan 2,246,524 2,049,969
Adjustment for JSOP scheme 1,100,000 1,100,000
Diluted - weighted average number of ordinary shares 74,297,135 75,822,026
Basic profit/(loss) per share (p) 28.97 25.56
Diluted profit/(loss) per share (p) 27.67 24.50
16. Related party transactions
Helios Underwriting plc has inter-company loans with its subsidiaries which
are repayable on demand
provided it does not jeopardise each company's ability to meet its
liabilities as they fall due. All inter-company loans are, therefore, classed
as falling due within one year. The amounts from/(to) subsidiaries exceeding
£1m as at 31 December 2025 are set out below:
The key drivers of movement are profit distribution and Funds at Lloyd's. The
profits distributed from 2022 year of account is the main driver for change
between 2024 and 2025.
31 December 2025 31 December 2024
£'000 £'000
Nameco (No. 917) Limited 1,458 5,133
Helios UTG Partner Limited 10,137 14,119
Chapman Underwriting Limited 3,516 7,284
Romsey Underwriting Limited 3,951 3,928
Catbang 926 Limited 3,645 4,623
Queensberry Underwriting Limited 2,749 3,508
Chanterelle Underwriting Limited 2,035 2,485
Clifton 2011 Limited 1,271 2,147
Exalt Underwriting Limited 1,107 2,159
Harris Family UTG Limited 1,335 1,986
Whitehouse Underwriting Limited 1,055 1,018
Risk Capital UTG Limited 2,111 2,577
Nameco (No. 1208) Limited 930 1,258
Subsidiaries balance below £1,000,000 2,497 9,823
Due from related parties 37,797 62,048
31 December 2025 31 December 2024
£'000 £'000
N J Hanbury Limited (876) 2,403
Advantage DCP Limited (2,361) (2,371)
Park Farm Underwriting Limited (1,608) (1,398)
Hyde Park Capital Limited (194) 5,532
Nameco 1113 (1,352) (251)
Subsidiaries balance below £1,000,000 (3,922) (10,796)
Due to related parties (10,313) (6,881)
During 2025, the following Directors received dividends in line with their
shareholding held:
Shareholding at date dividend
declared
Dividend received
30 June 2025 14 July 2025
Director £ £
Nigel Hanbury (either personally or has an interest in) 9,529,725 952,973
Andrew Christie 34,451 3,445
Arthur Manners (either personally or has an interest in) 1,197,509 72,001
Tom Libassi (has an interest in) 13,413,500 1,341,350
Directors' remuneration
31 December 2025 31 December 2024
Directors £ £
Arthur Manners 223,375 460,000
Edward William Fitzalan-Howard - 8,000
Andrew Christie 34,833 33,000
Nigel Hanbury 40,417 135,000
Martin Reith - 872,000
Tom Libassi 26,667 25,000
Michael Wade 113,500 218,000
John Chambers 506,476 27,000
Katharine Wade 42,083 13,000
Joanna Parsons 8,438 -
Louis Tucker 353,692 -
Adhiraj Maitra 304,937 -
Total 1,654,418 1,791,000
All related party transactions were made on terms equivalent to those that
prevail in arm's length transactions.
17. Contingencies
As at 31 December 2025 and 31 December 2024, the Company did not have any
contingencies.
18. Subsequent events
In respect of the year ended 31 December 2025, a final dividend of 10p per
fully paid ordinary share amounting to a total dividend of £6,958,591 is to
be proposed at the Annual General Meeting on 22 June 2026. These Financial
Statements do not reflect this dividend payable.
A new share repurchase program was announced on 9 April 2026 to return up to a
maximum aggregate amount £2,000,000 to the Company's shareholders. As at 14
May 2026, 161,605 shares have been repurchased at an average price of 211.47p
per share.
14 January 2026 Helios acquired 100% of the share capital of Nameco No. 364
Limited for a consideration of £3,450,000.
Registered Officers and Advisers
Directors
John Chambers (Non Executive Chairman)
Louis Tucker (Chief Executive Officer)
Adhiraj Maitra (Director of Finance and Operations)
Nigel Hanbury (Non-executive Deputy Chairman)
Thomas (Tom) Libassi (Non-executive Director)
Andrew Christie (Non-executive Director)
Katie Wade (Non-executive Director)
Joanna Parsons (Non-executive Director)
Company Secretary
Reva Jain
Shakespeare Martineau
Level 19, The Shard
32 London Bridge Street
London
SE1 9SG
Company number
05892671
Registered office
1st Floor, 33 Cornhill
London EC3V 3ND
Statutory auditors
PKF Littlejohn LLP
30 Churchill Place
London E14 5RE
Lloyd's members' agent
Argenta Private Capital Limited
70 Gracechurch Street
London EC3V 0HR
Hampden Agencies Limited
40 Gracechurch Street
London EC3V 0BT
Registrars
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen B62 8HD
Nominated adviser, joint broker and financial adviser
Peel Hunt LLP
100 Liverpool St
London EC2M 2AT
Joint broker
Singer Capital Markets
1 Bartholomew Lane
London EC2N 2AX
Helios Underwriting plc
1st Floor, 33 Cornhill
London, United Kingdom
EC3V 3ND
www.huwplc.com
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