HELIOS UNDERWRITING PLC

National Storage Mechanism | Additional information

RNS Number : 9051K

Helios Underwriting Plc

02 June 2025

2 June 2025

Helios Underwriting plc

("Helios" or the "Company")

Final results for the year ended 31 December 2024

Increased cash flow enhancing 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 2024.

As announced on 20 May, for the financial year ended 31st December 2024 Helios has changed accounting framework from an insurance group under UK GAAP to an investment entity under IFRS 10, with retrospective application.

Key financial highlights

· 11% increase in net asset value (NAV) to £2.43 per share (2023: £2.19*)

· Dividend and total expected return of capital of 20 pence per share in 2025 (2024: 12p per share)

· A total cash dividend of 10 pence per share recommended for shareholder approval (2023:6p)

· Total shareholder return on opening shareholder funds of 16.8% (2023: 34%*)

· Profit before tax of £20.9m (2023: £36.3m*), driven by material revaluations of investments held at fair value, previously described as capacity value revaluation

· Retained underwriting profit of £31.4m (2023: £31.6m)

· Capacity portfolio for 2025 £491m (2024: £519m)

· Retained capacity for 2025 £332.8m (2024: £403.5m)

· Sale of £16m of capacity during the year reducing the risk of capacity value fluctuation

· Reduction in net debt by 11% to 46% (2023: 52%) as part of ongoing deleveraging

· £40m of underwriting profits expected to be received in 2026 from the 2023 year of account.

John Chamber's, Interim Executive Chairman, commented:

"The excellent 2024 financial performance of Helios reflects the strength of our unique proposition, our continued strategic delivery and favourable underwriting conditions. As a result, we have been able to continue to unlock shareholder returns, highlighted by an 11% increase in NAV and a recommended dividend of 10 pence per share.

"Whilst our profit before tax was impacted by an expected rise in costs resulting from unsecured loan notes and stop-loss protection, as well as one-off operating costs incurred in 2024, we're delighted to be reporting our results as an investment entity under IFRS, to better reflect the Company's business activities and its true performance."

"The period has been characterised by an increasingly disciplined approach to the allocation of capital - prioritising established syndicates with profitable track records over new syndicates - while making headway in bringing our operational leverage down to a more sustainable level going forward.

"We believe that the best years of this insurance cycle remain ahead of us from a returns perspective with the work done by the portfolio team in increasing the quality of the syndicate portfolio expected to show through in future years while the Lloyd's three-year accounting structure provides the Company with good visibility for the next two years, where we expect to see a similar level of capital returned to Shareholders."

For further information, please contact:


Helios Underwriting plc
John Chambers - Interim Executive Chairman Arthur Manners - Chief Financial Officer	+44 (0)203 965 6441

Deutsche Numis (Nomad and Broker)
Giles Rolls / Charles Farquhar	+44 (0)20 7260 1000

FTI Consulting Ed Berry / Nathan Hambrook-Skinner / Christian Harte	+44 (0)7703 330 199 +44 (0)7977 817 092 +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

Interim Executive Chairman's report 2024

I am delighted to announce another strong full year performance for Helios (or the "Company") for my first set of results since becoming Interim Executive Chairman. The significant improvement in underwriting conditions in the insurance market over recent years continues to feed through to the profitability of the Company and is reflected in our accelerated net asset value ("NAV") growth. This robust underlying performance means we are very well positioned going forward, with a continued strong pipeline and good visibility of future cash flows, enabling us to increase our return of capital to shareholders through the payment of a higher total dividend and a tender offer which will take place later this year.

The increase in overall distributions to shareholders reflects the increase in underwriting profits distributed from Lloyd's and from the sale of capacity in the recent auctions. Furthermore, we have good visibility over the likely underwriting profits that will be received from Lloyd's over the next two years due to the Lloyd's three-year accounting methodology. These cash returns will be generated from the 2023 & 2024 years of account. We therefore expect, barring exceptional circumstances, to be able to maintain a similar level of capital returned to shareholders for at least the next two years.

Review of performance

As a recent joiner to the Board and given my appointment as your interim executive chairman after a period of change in the Company's leadership, this has been a good opportunity for the Board to review the recent performance of the company and reflect not only on what has gone well but what could have been done differently.

The decision to grow the premium capacity deployed by the Company from 2021 to 2024 was a good one. During this period, insurance pricing improved rapidly, and we were right to take advantage of these positive market dynamics. It was also reasonable to utilise leverage in anticipation of the future strong profits and cash flows that we are now seeing. Going forward, we are reducing leverage to position ourselves more defensively. We outline later how and as previously announced, our operational leverage will be maintained at a lower level going forward while we will take a more disciplined approach to the allocation of capacity into new syndicates.

Helios is not a venture capital business. We have therefore reduced the proportion of the portfolio in new syndicates in 2025 and this will likely reduce further for 2026. Some of the new syndicates have exciting prospects and might become leading syndicates in the future; others have struggled or have failed. In the future Helios will only consider new syndicates where there is minimal execution risk and where we have a guarantee of being able to maintain our share in the future, for example from a freehold capacity arrangement. We will continue to allocate more of Helios' capital to established syndicates with a profitable track record - fulfilling our mission of delivering diversified uncorrelated returns with a high shareholder return.

Focus on costs

The growing scale of the business has helped to reduce the Company's operating costs as a proportion of premium revenues. However, in absolute terms, the cost of running the Company was too high in 2024. Operating costs will be reduced in 2025 and maintained at a more sustainable level in future. In 2024 operating costs included the impact of previous plans to establish a new Helios follow syndicate; this is no longer part of the Company's strategy. Higher finance costs, reflecting the impact of increased leverage, have been reduced in 2025 and will reduce further in future years as we replace these arrangements with retained cash flow.

LLV and auction trading

Approximately 10% of the capacity of the Lloyd's market is backed by private individuals ("Names") mostly through some 1,500 Limited Liability Vehicles ("LLVs"). Many of these individuals are mature in years and there is a steady stream of LLVs that are available to purchase as Names seek to exit the market or are sold by the estates of deceased Names. Helios is an active purchaser of these LLVs as they come with freehold capacity on established syndicates and have embedded pipeline profits from the open years of account. We use our portfolio analytics to identify those LLVs with the best fit with our existing portfolio and where we can purchase these LLVs at attractive terms that are accretive to our own valuation.

Helios also creates and sells new LLVs to new investors through our Starter Home initiative with Argenta Members Agency. This enables investors to rent our capacity, for a fee, through their own new LLV. They can continue to do this indefinitely or supplement our portfolio over time with their own additional syndicate participations.

Helios, therefore, operates at all stages of the LLV cycle and works closely with the Members' Agents.

There is an annual process for buying and selling freehold capacity in syndicates through a Lloyd's managed series of auctions. Helios is often an active participant in these auctions and, once again, made a good return from these trades. This trading in both LLVs and auction capacity consistently generates profits which supplement the core returns from our syndicate portfolio.

Shareholder relations

Since joining the Board, I have had the pleasure of meeting many of our shareholders. In my discussions with them there have been some common themes. There is a desire for more regular communication on the progress of the Company and a desire to see greater liquidity for our shares in the market and a more stable share price reflecting our strong prospects.

We are refreshing our website to make it more accessible and with more timely information. We encourage shareholders to register their email addresses on the website to receive regular updates from the Company including financial reports, announcements and quarterly factsheets.

We will also hold our first ever Capital Markets Event for shareholders and other investors on 21 October. It will be an opportunity for shareholders to meet Helios' full senior team and to learn more about our Company and the capacity portfolio.

The volume of trading in Helios shares has increased significantly over the past year but it remains difficult to trade in meaningful volumes. To improve liquidity the Company plans to hold annual tender offers for a proportion of the outstanding shares at close to net asset value. We expect to offer to return £7m of capital in the current year and expect to return similar amounts of capital for a further two years utilising the strong expected cash flows from the 2022 and subsequent years of account profits. Equally, when the shares are trading at a premium, we may issue new shares to the market when there is demand and suitable opportunities to deploy the capital, such as for LLV acquisitions.

Board changes

I would like to thank Michael Wade, my predecessor, for his careful stewardship of the Company during a period of change in terms of strategy and senior management. His wisdom and thoughtfulness were much appreciated by the Board. The Board is undertaking a search for a new non-executive director to help replace some of Michael's knowledge and skills and to rebalance the mix independent non-executive and executive directors. Separately, the Board is making good progress with our search for a Chief Executive Officer, and we will update the market in due course. We will also bid a fond farewell to Arthur Manners as Finance Director after our Annual General Meeting in June as he retires after ten years, in which he has been a careful custodian of Helios' financial health. I am delighted to announce that the Board has, subject to regulatory due diligence, agreed to appoint Adhiraj Maitra as Finance and Operations Director following the Annual General Meeting. Adhiraj has been with Helios since 2024 and has a wealth of experience of the Lloyd's market.

Future strategy and prospects

The work done by the portfolio team in increasing the quality of the syndicate portfolio will show through in future years. We have one opportunity each year to reshape our syndicate portfolio for the next year of account and we will continue to focus on more established syndicates with profitable track records. We aim to supplement the portfolio with acquisitions of LLVs as they come onto the market at attractive prices. These LLVs generally have exposure to some of the best quality syndicates in Lloyd's. We are fortunate in having a highly experienced and well-connected Board which we can leverage to obtain capacity on some syndicates that are not normally available to private capital.

Where we can find opportunities to construct a strong portfolio that is larger than Helios can support with its own balance sheet, we are able to share some of that capacity with third party investors at attractive terms. These fees and profit commissions generate revenues for the Company and help to defray a significant proportion of our operating costs. Our capital partners include traditional Lloyd's Names and other high net worth individuals, major reinsurers and institutional funds. Helios provides an attractive opportunity for such investors to deploy capital quickly and efficiently into the market across a ready-made portfolio of many of the best syndicates. Given our scale and flexible capital structure we are able to facilitate mid-year deployment of capital and so investors are not tied into a fixed annual date to enter the market.

We have a strong pipeline of results that will flow through from the 2023 and subsequent years of account at Lloyd's in the coming years. Premium rates have peaked but remain at good levels, sufficient to produce strong results in the absence of abnormal loss events. The recent tragic wildfires in California have produced manageable losses for the Company but these, along with the major windstorm losses in 2024, will likely strengthen the resolve of underwriters to maintain price adequacy.

Approximately half of the profits of the Lloyd's market come from the investment returns on the syndicates' reserves, and the current bond yield curve implies that these returns will be strong for some time to come despite the recent volatility in the financial markets. Syndicates have taken advantage of the recent profitable returns to strengthen their own reserving margins and are well placed to weather any future turbulence from catastrophes or adverse claims trends.

Overall, the Company remains very optimistic about the future and sees some exciting opportunities ahead. We believe that, in terms of returns, the best years of this insurance cycle remain ahead of us.

Financial Analysis

Highlights / summary

· Profit after tax of £18.5m (2023 - £38.6m restated)

· Net Asset value increases to 2.43p (2023 - 2.19p)

· Total capital returned to shareholders - in 2025 expected - 20p per share (2024 - 12p per share)

· Proposed dividend - base dividend of 6p per share and special dividend of 4p per share (2023 - 6p per share)

· Total shareholder return on opening shareholder funds - 16.8% (2023 - 34.0%)

· Gross written premium increased by 40% to £431m (2023 - £308m)

· £40m of underwriting profit expected in June 2026

The following analysis provides information on the net gains/loss on financial investment and provides continuity in the information that has been included in previous commentary of financial statements.

Portfolio underwriting result


	2024 £000's	2023 (restated) £000's
Profit on ordinary activities before tax	20,850	36,256
Total comprehensive income	18,575	38,543
Earnings per share - undiluted	25.56	50.57
Net Asset Value	173,116	162,701
Net Asset Value per share	2.43	2.19
Dividend per share	10p	6p
Total capital returned to shareholders per share	20p	12p
Total shareholder return on opening shareholder funds	12%	30%
Gross Written Premium	431,072	307,770
Portfolio Combined Ratio	92.3%	85.8%

The introduction of investment entity accounting will change the reporting of the financial statements and introduce three changes to the preparation of the results:

- Capacity revaluations - amounts included will now appear as part of the pre-tax profits and the 2023 revaluation of £17m will increase the restated 2023 pre-tax profits.

- Provision for deferred taxation on capacity value - no provision on the increase on capacity value will now be required, as the value will be included in 2023 in the UK GAAP recognised profits for the open £20m.

-pipeline profits - a proportion of the profits based on the mid-point estimates provided by the syndicate managers in excess of the GAAP recognised profits for the open years of account are to be included.

These changes used in the valuation methodology for investment entity accounting are more in line with the valuation methodology generally used in the Lloyds' market.

The portfolio achieved a net combined ratio of 92% in comparison with the combined ratio for the Lloyd's market of 87%. The portfolio's combined ratio is affected by the early earning development of new syndicates and their inherently cautious loss ratios. The growth of the capacity portfolio of 63% to £519m in 2024 and the delay in the recognition of earned premiums in the first 12 months has impacted the overall net combined ratio. In addition, the new syndicates that are still in a stage of early development have created a drag on the combined ratio. Over time, as these new syndicates mature and their earnings grow, we expect the associated combined ratios to improve.


	2024			2023
2024 Helios calendar year net combined ratio analysis	Total	Freehold	Tenancy	Total	Freehold	Tenancy
Capacity contribution to underwriting profits %	-	32.7%	67.3%	-	62.3%	37.7%
Net claims ratio	53.9%	52.8%	54.8%	49.4%	48.1%	51.4%
Acquisition cost ratio	25.4%	25.9%	24.9%	25.8%	26.6%	24.6%
Expenses ratio	13.0%	14.4%	11.8%	10.6%	11.2%	9.7%
Net combined ratio ("NCOR")	92.3%	93.2%	91.5%	85.8%	85.9%	85.6%
Result £m*	40.0	20.1	19.9	42.7	28.2	14.5

The contribution from the 2022, 2023 and 2024 years of account to the underwriting result for the capacity portfolio in 2024 is as follows:


	2022	2023	2024	2024 Total	2023 Total
Portfolio capacity by underwriting year £m	251.6	318.0	518.7
Gross underwriting result £m	0.5	30.3	(4.8)	26.1	32.1
Investment income £m	6.6	4.8	2.6	13.9	10.6
Portfolio result by underwriting year £m	7.1	35.1	(2.2)	40.0	42.7
Gross result as % of capacity	2.8%	11.0%	(0.4)%	-	-
2023 gross result as % of capacity	10.4%	2.3%	-	-	-
Retained capacity £m	190.8	251.7	403.5	-	-
Helios retained %	76%	79%	78%	-	-
Helios share of the portfolio result £m	5.3	27.7	(1.6)	31.4	31.6

The strategy to take advantage of the excellent underwriting conditions, to grow the capacity portfolio over the last three years and to increase retained Helios share of the capacity portfolio by 111% from £191m to £403m has returned another excellent underwriting result to £40.0m (2023: £42.7m).

The development of the earned profits by year of account is shown below.


	Year of account
As a % of capacity	2022	2023	2024
Portfolio profits earned in prior periods	6.5%	2.7%	0.0%
Portfolio profits earned in 2024	2.7%	11.0%	(0.4)%
Final result/cumulative profits earned to date	9.2%	13.7%	(0.4)%
Final result/mid-point estimates as at 31 December 2024	9.2%	14.3%	-

During 2024, the improvement of the 2022 underwriting year result was lower than expected as it increased by 2.7% (5.9% improvement for the development last year) from profits brought forward as at 31 December 2023 of 6.5% to a final result of 9.2%. The portfolio result was impacted in 2024 by the additional reserves required for aviation losses in Ukraine and from general reserve increases in the last 12 months of the year of account. There remains uncertainty over the reserves required for the aviation losses incurred in Ukraine. Syndicate 609 - Atrium - has kept the 2021 year of account open, pending the ongoing discussions regarding the potential liability for the aviation losses.

The 2023 year of account is the major contributor to the result in 2024 - generating a result of 11% of capacity in the year. The underwriting year was not materially impacted by catastrophe events. The cumulative profits earned to date of 13.7% indicate that the underwriting year will be the most profitable for a considerable time. The current mid-point result of 15% for 2023 and these future profits have now been recognised as part of the pipeline profits. Distributable profits in excess of £40m are expected in relation to 2023 year of account.

Helios retained capacity for the 2024 underwriting year increased to £403m. The underwriting year was impacted by two hurricanes and the Baltimore Bridge loss. The year made a small loss in 2024 of £2.2m (2023: profit of £5.8m). Distributable profits in excess of £40M are expected in relation to 2023 year of account.

Pipeline profits

In addition to the profits recognised by the syndicates under UK GAAP, the Board considers that the potential syndicate profits that the syndicate managers are forecasting in addition to that recognised under GAAP can be fairly recognised.. The incremental profits the syndicate management estimate using the midpoint forecasts / YOA forecasts included in the QMRs submitted to Lloyd's at each year end together with Helios's Management View of the likely outturn of each year of account will be the basis for reviewing the additional profits to be recognised.

A range of incremental profits for each of the two open years (as 31 Dec 24 - the 2023 and 2024 YOAs) are assessed. The net present value of the net profits due to Helios based on the retained capacity, net of corporation tax are calculated.

The Board will use its judgement to include a proportion of the additional profits to be recognised over that of the GAAP profits. The range currently used is between 20% - 30% of the incremental profits for the most recent underwriting year and 100% of the net discounted future profits for the most developed year.


	Gross Capacity £m	Ult UW Results	Ultimate % of capacity £m	Future Profits £m	% Recognised £m	Gross Future Profits £m	Net Discounted Profits £m	Increase in Fair Value £m
2021	150.8	3.6	2.4%	1.1	100%	1.1	0.8
2022	232.9	14.1	6.0%	17.8	25%	4.4	3.0
Total at 31st December 2022						5.5	3.8	3.8

2022	245.2	21.0	8.6%	4.2	100%	4.2	2.9
2023	310.8	37.8	12.1%	23.8	25%	5.9	4.0
Total at 31st December 2023						10.2	6.9	3.1

2023	318.7	49.2	15.4%	4.3	100%	4.3	2.9
2024	518.7	48.0	9.3%	41.0	25%	10.2	6.9
Total at 31st December 2024						14.5	9.8	2.9

Other income

Overall the Helios Group generates additional income from the following:


	2024			2023
	Trading LLVs £'000	HUW PLC £'000	Total £'000	Trading LLV's £'000	HUW PLC £'000	Total £'000
FV on capacity and pipeline profits	(2,398)	-	(2,398)	8,805	-	8,805
Fees from reinsurers	2,624	-	2,624	1,408	-	1,408
Other & investment income	3,876	1,485	5,361	2,038	65	2,103
Capacity sales and revaluation	16,088	-	16,088	17,987	-	17,987
Total Other income	20,190	1,485	21,676	30,238	-	30,303

Helios generates fees and profit commissions from Third Party capital providers. These fees have increased as the capacity provided by third parties has increased and as profit commission is accrued on the recognition of profits by the syndicates.

The investment income is earned from the financial assets held in HUW PLC and from the underwriting capital that is lodged at Lloyd's by the trading LLVs. The overall return generated on group assets was 4.2% as the assets were invested in short duration bonds and cash.

Helios took advantage of the buoyant demand in the capacity auctions in 2024 and realised value on certain higher value syndicates.

The investment returns on the assets managed by the supported syndicates are included in the overall portfolio underwriting result.


Financial investments	£'000	Investment return £'000	Yield
Syndicate investment assets	341,036	13,911	4.08%
Group investment assets	96,002	4,502	4.69%
Total financial investments	437,038	18,414	4.21%

Helios' share of the syndicate investments has generated an investment return of 4.1% (2023: 4.7%) and the yields on our investment funds have also improved. These investment funds are now fully invested in a short duration bond portfolio. The share of the syndicate investments has increased by 57% in the year and this is expected to continue to increase, reflecting the growth of the capacity portfolio.

Total costs

The total costs comprise the cost of the Unsecured Loan Note issued in December 2023, the stop loss protection bought to mitigate the downside from large underwriting losses, the cost of providing recourse and non-recourse debt to assist in the financing of the capital requirements of the retained capacity and the operating expenses.


		2024			2023
	2025 Estimate	Syndicate Participations	HUW PLC	Total £'000	Syndicate Participations	HUW PLC	Total £'000
Unsecured Loan Note	5,892	-	6,063	6,063	-	1,720	494
Portfolio stop loss	-	3,506	-	3,506	2,561	-	2,561
Portfolio funds at Lloyd's Financing	1,510	2,014	-	2,014	3,112	-	3,112
Operating costs	5,500	1,562	9,006	10,568	-	6,366	6,818
Total costs	12,902	7,082	15,068	22,151	5,673	8,086	12,985

The issue of $75m Unsecured Loan Note in December 2023 now incurs an additional interest cost of £5.9m. This cash was used to re-finance an existing bank facility of £15m with the balance of the proceeds used to assist in the financing of the underwriting capital in 2024 and 2025. These funds have also supplemented the cash resources prior to the release of profits from the expected profitable underwriting years.

The stop loss reinsurance policy has not been renewed for 2025. The currently surplus FAL arising from the recognised but undistributed syndicate profits has reduced the requirement for the additional finance if a large event occurs.

The net cost of this debt, having deducted the investment income earned on the funds invested, was £4.2m.

The portfolio financing costs have reduced as the excess of loss reinsurance arrangements were reduced in 2025 and are expected to be reduced again in 2026.

There is continued focus to manage the operating costs particularly as the senior management team is in the process of being refreshed. An overall reduction in costs in excess of 30% are expected during 2025.

Net asset value per share

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


	2024 £'000	2023 £'000
Net assets	104,728	88,541
Fair value on capacity ("WAV")	68,310	74,160
	173,038	162,701
Shares in issue (Note **)	71,343	74,186
Net asset value per share (£)	2.43	2.19

Return of capital to shareholders

The Company returns capital to shareholders by way of dividends and share buy-backs. The Board is committed to returning the surplus of the underwriting profits to shareholders as they are received from Lloyd's and is proposing a combination of buying back shares from shareholder either by way of a tender offer or through market purchases and a dividend.


	2025 (proposed)		2024
	£m	Pence per share	£m	Pence per share
Tender offer/share buy-back: - proposed	7.1	10.0	4.3	6.0
Dividend: - actual	-	-	4.5	6.0
- proposed base dividend	4.3	6.0	-	-
- proposed special dividend	2.8	4.0	-	-
Total	14.2	20.0	8.8	12.0

In 2024 a total of £8.8m was returned to shareholders comprising a base dividend of 6p per share and the buying back of shares totalling a value of £4.3m at a discount to net asset enhancing shareholder value.

For 2025 it is proposed to increase the capital returned to shareholders by 60% to £14m (2024: £8.8m). A base and special dividend of 10p per share (£7.1m) is proposed.

It is proposed to make a Tender Offer to shareholders pro-rata to their shareholdings in due course to potentially return a further £7.1m (10p per share). This increase in overall distributions to shareholders reflects the increase in underwriting profits distributed from Lloyd's and from the sale of capacity in the recent auctions. Furthermore, we have good visibility over the likely underwriting profits received from Lloyd's over the next two years due to the Lloyd's three-year accounting methodology. We therefore expect, barring exceptional circumstances, to be able to maintain a similar level of shareholder returns for at least the next two years.

The aggregate capital returned to shareholders, subject to shareholder approval in 2025 will be £14.2m - 20p per share.

Capacity value

The value of the portfolio of the syndicate capacity remains the major asset of Helios and an important factor in delivering overall returns to shareholders. The growth in the net asset value ("NAV"), being the value of the net tangible assets of the Company, together with the current value of the portfolio capacity, is a key management metric in determining growth in value to shareholders.

The Directors' approach to the valuation of capacity continues to rely on the "market approach" whereby the average prices from the previous capacity auctions are the primary basis for establishing the appropriate value. In addition, a provision has been made to reflect the potential reduction in overall capacity values in the 2025 capacity auctions in light of the capacity available on new freehold syndicates which could reduce demand for the longer established syndicates.


	Freehold capacity £m	Value of capacity £m	Value per £ of capacity
Capacity value at 31 Dec 2023	175.9	82.4	47p
Opening capacity value provision	-	(8.24)	-
Capacity acquired with LLVs in 2024	4.2	0.7	-
Mid Year start	7.0	-	-
Value of pre-emption capacity	16	3.0	-
Net Disposal of capacity in the capacity auction	(32.1)	(13.8)	-
Increase in portfolio value	-	3.3	-
Movement in Capacity Value Provision	-	0.6	-
Capacity value as at 31 Dec 2024	170.6	68.3	40.0

The value of the capacity fund has reduced reflecting the disposal of freehold capacity on higher priced. The disposal of capacity generated net proceeds of £16m which will bolster the tangible net assets of the Company. A combination of a small increase in the average prices and the pre-emptions offered offset by the capacity value provision has not impacted the overall value to shareholders.

The Board recognises that the average prices derived from the annual capacity auctions managed by the Corporation of Lloyd's could be subject to material change if the level of demand for syndicate capacity reduces or if the supply of capacity for sale should increase.

A sensitivity analysis of the potential change to the NAV per share from changes to the value of the capacity portfolio is set out below:


	Capacity value £m	Revised NTAV per share
Current value - £m	68.3	2.43
Decrease of 10%	61.5	2.33
Increase of 10%	75.1	2.52

Each 10% reduction in the capacity values at the 2025 auctions will reduce the NAV by approximately 10p per share (2023: 8p per share). The removal of the provision of deferred tax on capacity value has marginally increased the impact on NAV per share from changes in capacity value. Any reduction in the value will be mitigated by any pre-emption capacity on syndicates that have a value at auction.

Acquisition strategy

Helios acquired a single LLV in 2024 (2023: four), which reflected the increased interest in the small numbers of LLVs for sale. We continue to communicate with the owners of LLVs, which has the advantage of:

• raising the profile of Helios;

• allowing owners of LLVs who were potentially considering ceasing underwriting at Lloyd's to have the opportunity to realise the value of their investment quickly; and

• allowing vendors a tax-efficient exit if they wish to cease underwriting.

Below is a summary of acquisitions made since 2022:


	Summary of acquisitions
	Total consideration £m	Capacity £m	Humphrey value £m	Discount to Humphrey	HUW Fair value in excess of consideration £'000
2024	7.1	6.6	8.6	18%	1,378
2023	7.1	8.2	8.0	12%	364
2022	5.7	5.7	6.3	10%	(374)

The single acquisition in 2024 was purchased for a total consideration of £7.1m (2023: £7.1m), of which £6.2m was attributed to the Funds at Lloyd's ("FaL"). We continue to acquire LLVs at discount to Humphrey's, although the availability of LLVs at reasonable value has diminished. As the prospect for profitable underwriting has increased, there is greater interest in the LLVs that are available for sale.

The excess of fair value over the consideration paid is recognised in the Financial Statements in the year of acquisition. Previously amortised recognised goodwill on acquisition has been adjusted in the IFRS statements.

Portfolio underwriting capital

Helios' share of the capacity portfolio has reduced to 68% (down from 77%), underwriting £332m of capacity for the 2025 year of account. Helios took advantage of the lower capital requirements and excellent market conditions in 2024 to underwrite a retained capacity of £403m. The reduction reflects the evolution of the market cycle and the higher capital requirements in 2025.

The underwriting capital provided by third parties and quota share reinsurers has increased to £158m (2024 £115.2m) an increase of 37%. Helios has used quota share reinsurance for a number of years to provide access to the Lloyd's underwriting exposures for reinsurers and for the 2025 year of account third party members increased the support of the capacity portfolio by over 50%.


Year of account capacity - £m	2025	2024	2023
QS reinsurers	77.5	63.5	66.3
Third party capital	80.6	51.7	-
Total third party capital	158.2	115.2	66.3
Helios capacity fund - total capacity	490.9	518.7	318.0
Helios retained capacity	333.0	404.0	251.0
Helios' share of capacity fund	68%	78%	79%

Third party capital has successfully reduced the exposure of Helios shareholders and assists in the financing of the underwriting capital of the capacity fund. Helios has increased the third party capacity support for the capacity portfolio in 2025 by £42m. It is expected that the support from third party capital will further increase for the 2026 year of account.

For the 2024 year of account, a new and innovative structure of participation was offered to existing private capital participants. In conjunction with Argenta Private Capital Limited, their clients were offered the opportunity to participate on the Helios Capacity Portfolio Members' Agent Pooling Arrangement ("MAPA"), including participations on freehold syndicates without having to fund the upfront cost of the freehold capacity rights. Helios is renting the freehold capacity rights to these capital providers with the intention of improving the return on capital for these investors. All ten LLVs established in 2024 with capacity of £25m have now been sold and the Funds at Lloyd's provided by Helios have been returned to Helios.

This concept of offering private capital participations on the Helios capacity portfolio has been continued for the 2025 year of account and a further 15 new LLVs have been set up with an allocation on the Helios capacity portfolio that has been, again, initially funded by Helios. These new LLVs are being offered for sale by Argenta Private Capital Limited.

Capital position

The underwriting capital required by Lloyd's to support the Helios portfolio are as follows:


Underwriting year capital	2025 £m	2024 £m	2023 £m
Third party capital	35.1	32.8	27.8
Excess of loss Funds at Lloyd's	23.2	25.8	41.2
Helios' own funds	72.2	69.9	60.4
Solvency credits	82.5	47.0	0.7
Total	213.0	175.5	130.1
Capacity as at	490.9	518.7	319.0
Economic capital assessment (ECA)	183.9	172.0	127.8
Surplus FAL	29.0	3.5	2.3
Capital ratio	37%	33%	40%

Balance Sheet Analysis

The analysis of the composition of the equity investments at fair value and amounts due from related parties is as follows:


	2024 £m	2023 £m
Equity investments at FVTPL	151.0	114.1
Due from related parties	55.2	64.5
Total	206.2	178.6
Funds at Lloyd's	72.2	69.9
Capacity value	68.3	74.2
Recognised subsidiary profits	64.8	34.9
	206.2	178.6

The subsidiary recognised profits include the profits from underwriting, the gains on capacity value less expenses and tax attributable to each subsidiary.

Reduction in Operational Gearing

Helios has taken advantage of the insurance cycle and grew the capacity portfolio and retained capacity. This required the gearing of the company to be increased. The measures identified by the Board where action needed to be taken to reduce the risk are set out below:


	2024	2023	Reduction
Ratio of capacity value to net tangible assets	65%	85%	23%
Ratio of retained capacity to net tangible assets	3.18	4.60	31%
Ratio of total debt to net assets	46%	52%	11%

• The risk of the capacity value fluctuating had been identified and the sale of £16m of capacity during the year has reduced this risk.

• The level of retained capacity in relation to net tangible assets (excluding capacity value) was increased for 2024 year of account and now has been reduced with the reduction in retained capacity for 2025 year of account.

• The total debt - including the Unsecured Loan Notes and the Excess of Loss financing arrangements has assisted Helios prior to the distribution of the profits form the increased retained capacity. It is expected that the total debt will reduce during 2025.

Change in Accounting Framework

The Board, in collaboration with its professional advisor, reviews its accounting framework and concludes that it is more appropriate for Helios to report as an investment entity under IFRS rather than as an insurance group under UK GAAP. This approach more accurately reflects the Company's business activities, complies with the AIM Rule reporting requirements, and will also support investment in Helios from international investors.

For the financial year ended 31st December 2023 the Company reported under UK GAAP, including FRS 102 and FRS 103. For the financial year ended 31st December 2024 Helios will be reporting as an investment entity under IFRS 10, with retrospective application. This determination by the Directors of reporting its financial statements as an investment entity required significant judgement to be exercised.

IFRS 10 describes an investment entity as an entity that:

• Obtains funds from one or more investors for the purpose of providing those investors with investment management services.

• Commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and

• Measures and evaluates the performance of substantially all its investments on a fair value basis.

The Board believes Helios should be classified as an investment entity for accounting under IFRS because it obtains funds from one or more investors for the purpose of providing them with investment management services, such as syndicate research, advice on syndicate selections and portfolio curations.

The funds are invested solely for capital appreciation and investment income, and the Company measures and evaluates the performance of substantially all its investments at fair value.

Consequently, the financial statements for the year to 31st December 2024 together with the comparative year 2023 have been prepared presenting Helios as an investment entity rather than an insurance group. The business model of the Company itself has not changed.

The approach taken using the new accounting treatment of investment entity accounting will be to value the underwriting subsidiaries of Helios whose assets / liabilities mainly comprise capacity value, funds at Lloyd's, recognised but undistributed underwriting profits less expenses of those companies. The value of the subsidiaries will be disclosed as an aggregate value as "Equity Investments at Fair Value"

The revised Net Assets (unaudited) as at 31 December 2023 reflecting the proposed change of accounting together with Fair Value adjustments are:


	£m	Pence per share
Net Assets as previously reported at 31/12/ 2023 under UK GAAP	140.1	1.89
Fair Value adjustments	-	-
Capacity Value	(8.2)	-
Pipeline Underwriting profits	7.6	-
Deferred tax on capacity value	20.1	-
Other movements	3.1	-
	22.6	0.30
Revised Net Assets - Fair Value 31/12/2023	162.7	2.19

The Fair Value adjustments comprise the following:

Capacity Value - The Directors' approach to the valuation of capacity continues to rely on the "market approach" whereby the average prices from the previous capacity auctions are the primary basis for establishing the appropriate value. In addition, a provision has been made to reflect the potential future reductions in overall capacity values considering the capacity available on new freehold syndicates which could reduce demand for the longer established syndicates.

Pipeline Underwriting profits - the Board considers that the potential syndicate profits that the syndicate managers are forecasting in addition to that recognised under GAAP should be reflected in the fair value estimates as a market participant would. The incremental profits the syndicate managers estimate using the midpoint forecasts / YOA forecasts included in the quarterly returns submitted to Lloyd's together with Helios's Management View of the likely outturn of each year of account will be the basis for reviewing the additional profits to be reflected in the fair value estimates.

Deferred tax on capacity value - under Fair Value accounting there is no requirement to provide for deferred tax on the capacity owned by Helios' trading LLV's. The Directors have been advised Helios is eligible for Substantial Shareholding Exemption on its investments, hence no deferred tax provision on the uplift fair value of investments is required.

Other movements include adjustments to revaluations on subsidiaries not held at fair value at prior year ends.

The Directors have been advised that this change will not change the trading business of underwriting at Lloyd's nor will it change the legal structure of the business.

The Directors have also been advised that the ordinary shares of Helios will remain eligible for Business Relief for Inheritance Tax.

Portfolio Management Report

Smart Alignment, Strategic Selection: How Helios Builds a Better Lloyd's Portfolio

Financial and Portfolio Performance

Helios has consistently delivered superior returns on capital compared to the broader Lloyd's market. Since 2013, it has significantly outperformed Lloyd's through efficient capital deployment across a diversified portfolio. For the 2023 year of account, Helios is estimated to achieve a return on capital of 33.5%, compared to 26.5% estimated for the Lloyd's market. On average, Helios has outperformed the Lloyd's market by 8.4% annually between 2013 and 2022.

Helios vs Lloyd's Market Return on Capital

YOA Helios ROC Lloyd's ROC

2013 25.5% 14.6%

2014 24.5% 18.9%

2015 19.7% 10.3%

2016 12.3% (4.8)%

2017 (5.8)% (11.1)%

2018 (0.5)% (7.8)%

2019 4.5% (3.6)%

2020 5.9% 1.1%

2021 11.0% 9.0%

2022 24.0% 15.8%

2023E 33.5% 24.3%

Return on capital is calculated as:

• Helios: The underwriting year's return (including prior-year movements) on opening capacity, expressed as a percentage of the previous calendar year's closing Funds at Lloyd's, including reinsurance and solvency credit.

• Lloyd's: The underwriting year's return (including prior-year movements), expressed as a percentage of calendar year closing Members' Funds at Lloyd's (FAL).

Note: Calendar year-end FAL has been used as a proxy for the capital supporting each underwriting year.

The Return for Lloyd's 2023 underwriting year has been estimated using Lloyd's published mid-point as Q4 2024.

Return on Capital is the most meaningful measure of performance for the Helios portfolio, as the aggregate capital (Funds at Lloyd's) benefits from diversification benefit achieved through portfolio optimisation.

Net Combined Ratio

Calendar Year Helios NCR Lloyd's NCR

2015 83% 90%

2016 95% 98%

2017 107% 114%

2018 99% 105%

2019 96% 102%

2020 103% 110%

2021 94% 94%

2022 93% 92%

2023 86% 84%

2024 92% 87%

Helios outperformed the Lloyd's market in calendar year net combined ratios ("NCORs") from 2015 to 2020 and was in line with the market in 2021. In 2022 and 2023, Helios' NCORs were 1% and 2% higher than the market respectively. The 2022 result was impacted by the significant expansion in underwriting capacity for that year, which temporarily distorted performance. The relatively higher NCOR in 2023 was primarily driven by increased exposure to newly established syndicates and a strategic decision to reduce natural catastrophe risk. While Helios delivered a strong NCOR of 86% in 2023, the market benefited from a benign catastrophe environment, and our underweight position in Property Catastrophe business resulted in a slight relative underperformance.

In 2024, Helios increased its underwriting capacity from £318m to £519m, resulting in a significantly larger and more diversified portfolio. The calendar year profit has been largely contributed to the 2022 and 2023 years of account, while the 2024 year of account has a limited contribution, due to premium earning patterns. The increased exposure to new syndicates still in early development and the income drag from the larger 2024 portfolio have contributed to a higher NCOR compared to the Lloyd's market. As the portfolio matures, Helios expects improved earned premium and a stronger contribution from the 2024 year of account in the next financial year.

In the 2024 year of account, our portfolio was impacted by several notable industry losses, including Hurricane Milton (2.0% loss per capacity), Hurricane Helene (1.8% loss per capacity), and the Baltimore Bridge incident (0.8% loss per capacity). Our reported net exposure to Russia's invasion of Ukraine stands at 4.3% of capacity, covering both direct and indirect impacts. For the 2025 California wildfires, Lloyd's has estimated market-wide net losses of $2.3bn. Although we have yet to receive loss estimates from all our syndicates for this event, the anticipated impact on Helios remains within budgeted levels.

Despite these events, the 2024 and 2025 years of account are currently projecting healthy profits, demonstrating the resilience of our portfolio, the benefits of proactive portfolio management, and the continued strength of market conditions.

2025 Portfolio

With a gross capacity of £491m for the 2025 underwriting year (down from £519m in 2024), we have taken meaningful steps to rebalance our 2025 portfolio's exposure and optimise capital deployment. This reflects our activity in the 2024 auctions, where we sold £37.8m and purchased £5.8m of capacity, exited nine syndicates and added two top-quartile syndicates. We continue to maintain a highly diversified portfolio - across classes of business, syndicate types, and geographic exposures - to enhance resilience and optimise returns.

New vs Established Syndicates by YOA

Capacity %

YOA Established New (No closed year of account)

2021 100%

2022 93% 7%

2023 80% 20%

2024 63% 37%

2025 81% 19%

Whilst we expect some of the new syndicates to be star performers of the future, these syndicates typically incur start-up costs from day one, but premiums take significant time to earn through, resulting in a drag on reported profitability. Furthermore, there is minimal investment return in the early years as it takes time to build up a reserve float.

As illustrated in the chart above, our approach to new syndicates has evolved considerably over the past five years. For the 2025 year of account, we recalibrated our position, reducing exposure to new syndicates (those with no closed year of account) significantly from 37% to 19%, and we expect to reduce this further in 2026. This adjustment reflects our focus on improving near-term earnings quality.

Planning for 2026 is already underway, with a sharper focus on supporting established syndicates and selectively backing new entrants with minimal execution risk. For example, we have taken a modest line on Convex, a new Lloyd's syndicate launched in 2025. Convex is a highly credible platform, having grown from its inception in 2019 to $5.2bn in gross written premium by 2024, with a reported net combined ratio of 87.6%. Unlike a typical start-up, Convex enters the Lloyd's market with significant scale, mature operations, and an experienced team, enabling a lower-risk transition.

Looking ahead, we will continue to shape our portfolio around syndicates with a proven track record and leadership, low execution risk, and the ability to deliver both stability and long-term value.

The 2025 portfolio also represents a class-of-business rebalancing, aligning more closely with Lloyd's market benchmarks. We have, however, modestly increased our allocation to Property Treaty, where favourable market conditions, compounded rate rises and improved terms justify the incremental risk. Conversely, we have slightly reduced our exposure to Cyber closer to market neutral, reducing aggregation risk in this class. We have also scaled back on US Casualty which has faced reserve deterioration due to increased court awards.

2025 Portfolio by Class of Business

Property (D&F), 18%

Casualty Other, 18%

Casualty FinPro, 16%

Property Treaty, 14%

Marine, 9%

Accident & Health, 6%

Specialty Other, 8%

Energy, 5%

Aviation, 4%

Casualty Treaty, 1%

2025 Portfolio by Syndicate

Blenhiem 5886, 37.5m

Beazley 623, 28.9m

Beazley 5623, 26.8m

Dale 1729, 25.1m

Nephila 2358, 25.0m

Apollo 1971, 25.0m

Arch 1955, 24.6m

Mosaic 1609, 20.0m

Ariel Re 1910, 20.0m

ERS 218, 19.4m

Atrium 609, 18.8m

Beat 4242, 16.5m

MAPL 2791, 16.2m

TMK 510, 15.3m

Hiscox 33, 15.1m

Fidelis 3123, 14.1m

Flux 1985, 12.7m

MCI 1902, 12.6m

Agile 2427, 15.0m

MCI 2 1966, 12.6m

NormanMax 3939, 12.0m

Envelop 1925, 7.5m

HRP 2689, 14.8m

Hiscox 6104, 12.0m

Other syndicates totalling 53.4m

Portfolio management process

Following our strong growth trajectory, Helios further enhanced its portfolio management capabilities in 2024. Our analytical tools and sophisticated syndicate selection framework position us to optimise the portfolio and maximise returns within our defined risk appetite.

Our objective is to build a portfolio that delivers superior risk-adjusted returns while remaining aligned with Lloyd's overall portfolio mix.

Central to this is a whole-of-market approach grounded in deep research and analysis, qualitative judgement, and robust cycle management.

1. Whole-of-market evaluation

2. Syndicate evaluation

3. Strategic partnership

4. Portfolio optimisation

5. Continuous monitoring

1. Whole-of-Market Evaluation

We begin by evaluating the entire Lloyd's market.

Our first screen involves analysing the historical underwriting performance of every Lloyd's syndicate across multiple market cycles.

This ensures we identify syndicates with a long-term track record of underwriting profitability, particularly those that have performed well during soft or stressed market environments.

This step serves as a quantitative triage, allowing us to focus only on syndicates with proven underwriting capability.

2. Syndicate Evaluation

Quantitative review

Each syndicate undergoes a comprehensive evaluation, encompassing business plan review, historical and projected performance analysis, and assessment of its impact on the overall portfolio.

Our analytical toolkit, including stochastic modelling and scenario analysis, enables us to make informed, risk-adjusted decisions within the context of evolving market dynamics.

Qualitative review

In addition to quantitative evaluation, we conduct in-depth qualitative assessments.

We evaluate underwriting leadership, strategic direction and corporate governance standards.

Qualitative insight is used to refine and validate the selections identified through our data-driven triage.

Syndicate scoring

Each syndicate is assessed through a comprehensive, multi-factor scoring framework that includes:

• historical profitability;

• capital efficiency;

• volatility and peak peril exposure;

• portfolio diversification benefits;

• quality and stability of underwriting leadership;

• operational efficiency; and

• future outlook.

Syndicates are graded, and only those in the top quartiles are considered for inclusion.

This system provides an objective basis for ranking performance and guides our capital allocation decisions.

3. Strategic partnerships

We actively seek to partner with high-performing syndicates, including those that typically do not offer capacity to third party capital providers.

Our goal is to secure exclusive access for Helios and to position ourselves as a long-term, value-adding partner of choice.

By aligning ourselves with leading underwriting talent, we enhance our ability to deliver superior returns sustainably.

4. Portfolio optimisation

We optimise our portfolio by selecting high quality Lloyd's syndicates with strong track records, with an objective to build a balanced, diversified portfolio that enhances return on capital while maintaining disciplined exposure to risks. As part of our portfolio construction, we apply an allocation framework that sets maximum capacity limits by the age of each syndicate, avoiding overexposure to any syndicate.

Our portfolio is designed to broadly mirror Lloyd's class of business mix, ensuring diversification and mitigating systemic or class-specific risk.

However, we selectively overweight outperforming segments and underweight areas facing challenges, creating a smart, risk-aware tilt that enhances performance potential.

We are developing an efficient frontier model, a data-driven framework to model the trade-off between risk and return across our syndicates. This approach allows us to construct a portfolio that maximises expected return for Helios' defined risk appetite and tolerance, forming our strategic allocation baseline.

5. Continuous monitoring and cycle management

Selected syndicates are subject to ongoing oversight.

We conduct:

• quarterly underwriting and claims reviews against business plans; and

• regular engagement with managing agents and active underwriters.

Resilience through the cycle is fundamental to our strategy.

We favour syndicates that demonstrate:

• tactical pre-emptions in hardening market conditions; and

• strong rate adequacy discipline in challenging market conditions.

We monitor rate momentum and pricing adequacy at the risk code level to ensure our portfolio remains dynamically aligned with evolving market conditions.

6. Risk management

Risk management is integral to how we select, build and monitor our Lloyd's portfolio.

Our risk management framework encompasses:

• diversification across classes of business, geographies and perils;

• stress and scenario testing of portfolio resilience to adverse events;

• ongoing capital adequacy review relative to projected exposures; and

• monitoring of syndicate-specific developments and Lloyd's market-wide trends.

Our focus is on ensuring that our portfolio remains resilient through market volatility while concentrating capital in the most compelling underwriting opportunities.

Risk Management

At Helios, the effective management of risk is central to our business. We are committed to maintaining a robust risk management framework, which includes comprehensive strategies, policies and procedures to manage risk across all levels of our operations.

Our team has regular communication with syndicates to understand how they manage a wide range of risks, including underwriting, operational, market, credit and liquidity risks. We also understand the importance of stress testing and scenario analysis in managing risk. We regularly conduct these exercises to assess the resilience of the Helios capacity portfolio under different conditions. The risk framework for portfolio curation is integral to our portfolio management process. More details can be found in the Portfolio Management section.

Designing and implementing an effective risk management framework is a continuous process, and we are committed to its ongoing development to ensure that it remains fit for purpose as our business evolves. We are confident that our approach to risk management positions us well to mitigate potential risks and capitalise on opportunities as they arise.

Liquidity risk

Liquidity risk is the risk that a company may not be able to meet short-term financial demands. Liquidity risk for an insurance capital provider like Helios can arise from numerous factors. Large claim payouts following a significant loss event which requires further funding of funds at Lloyd's to cover expected syndicate losses can strain cash reserves. Helios financial demands might necessitate asset liquidation, potentially leading to losses in unfavourable market conditions. Large losses could cause breaches of loan covenants, triggering further liquidity pressure. An inability to promptly payout claims could harm reputation and potentially lead to future business losses.

To mitigate these risks, Helios maintains a robust liquidity risk management framework, which includes maintaining sufficient cash reserves, diversifying our portfolio, implementing a comprehensive reinsurance programme, regularly stress testing for large loss scenarios and maintaining strong relationships with reinsurers, lenders and investors.

Underwriting risk

Underwriting risk can arise from inaccurate risk assessment by our syndicates leading to insufficient premiums, more frequent or severe claims than expected, inadequate pricing due to outdated models or market pressure and changes in claim trends post-underwriting due to legal, societal or economic shifts. These can cause a mismatch between premiums charged and claims made.

When assessing a syndicate, it is essential for us that they have effective risk management in place to mitigate underwriting risks. This includes setting appropriate underwriting guidelines, using updated and accurate pricing models and diversifying the risks underwritten to avoid concentration in high-risk areas. Furthermore, syndicates will need to prove to us that prudent underwriting practices and rigorous claims management are in place to control underwriting risk. Helios will also need to be satisfied that adequate reinsurance has been arranged by the syndicates.

At Helios, we are proactive in monitoring the rating environment for each class of our business. We understand that in the dynamic market conditions of today, pricing adequacy can vary significantly across different business classes. Therefore, we use advanced analytical tools and techniques to keep a close eye on the pricing environment across all our business classes. If we identify a class with low pricing adequacy, we are quick to respond, reducing our participation in that class to manage risk and protect our portfolio. This approach allows us to ensure that we maintain a healthy balance in our portfolio, optimising our returns while managing risk effectively. Helios continues to ensure that the portfolio is well diversified across classes of businesses and managing agents at Lloyd's.

The biggest single risk faced by insurers arises from the possibility of mispricing insurance on a large scale. The recent correction in terms and conditions and the actions of Lloyd's to force syndicates to remediate underperforming areas of their books demonstrate the mispricing that has prevailed over the past few years. The results of this remediation work by Lloyd's are starting to be reflected in the results announced by the syndicates supported.

These management teams have weathered multiple market cycles and the risk management skills employed should reduce the possibility of substantial under-reserving of previous year underwriting. There is acceptance that catastrophe exposures were generally under-priced and hence the syndicate managers have been reducing their catastrophe exposures. The broad reinsurance market correction is a fundamental shift in risk versus return metrics presenting opportunities to pivot the portfolio in the future.

We assess the downside risk in the event of a major loss through the monitoring of the aggregate net losses estimated by managing agents to the realistic disaster scenarios ("RDS") prescribed by Lloyd's.

The individual syndicate net exposures will depend on the business underwritten during the year and the reinsurance protections purchased at syndicate level.

The aggregate exceedance probability ("AEP") assesses the potential impact on the balance sheet across the portfolio from either single or multiple large losses with a probability of occurring greater than once in a 30-year period.

In 2025 the stop loss policy was not renewed as the surplus funds at Lloyd's of £29m will provide an alternative source of short term financing.The impact on the net asset value of Helios from the disclosed large loss scenarios is as follows:

It should be noted the Helios estimate for these losses is conservative as it is a weighted average of the individual syndicate estimates without allowing for any diversification.

The assessment of the impact of the specified events is net of all applicable quota share and corporation tax but before the likely profits to be generated from the balance of the portfolio in any year.

Environmental, Social and Governance ("ESG") responsibility

Strategy

Helios offers investors exposure to a diversified portfolio of syndicates at Lloyd's of London. As a consequence, Helios is inexorably aligned to the approach Lloyd's takes with regard to the society as a whole in addition to those adopted by the various managing agencies.

Helios currently does not underwrite any risk. We participate in risks written by the syndicates operating in the market, providing private capital support. However, we recognise our responsibility to all our stakeholders and the wider communities in which we do business, and we choose to hold ourselves to high standards of humanity, respect, honesty, individuality and empowerment.

As a key principle, we aim to take a balanced and reasonable approach to assessing ESG risks as the legal and regulatory frameworks evolve globally. Complying with its regulatory obligations in the UK is of utmost importance, while also recognising its fiduciary duty to its investors to provide investment management services within this evolving framework.

Other areas to highlight are:

Governance practices

The Board is committed to a high standard of corporate governance and is compliant with the principles of the Quoted Companies Alliance's Corporate Governance Code (the "QCA Code"). The Directors have complied with their responsibilities under Section 172 of the Companies Act 2006 which requires them to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. Further information is provided on page 21 in this report and accounts.

Social responsibility initiatives

• Community engagement activities and philanthropic endeavours form a key area of focus for Helios. A new charity policy was developed in 2023 and we have sponsored several projects that ranged from supporting local communities to collaborating on projects aimed at addressing societal and local issues.

• Diversity and inclusion initiatives are essential for fostering an environment where everyone feels valued, respected and empowered. This is a key metric for our success. While Helios' workforce is small and growing, we aim to organically promote and provide equitable opportunities for growth and success to not only employees but also external partners, where possible.

To summarise, as an organisation that is evolving, we recognise responsibility to our stakeholders and the wider community and are committed to taking a balanced and sustainable approach to developing and implementing our ESG strategy that is aligned with the regulatory expectations in the jurisdictions we operate in.

Summary Financial Information

The information set out below is a summary of the key items that the Board assesses in estimating the financial position of the Group. Given the Board has no active role in the management of the syndicates within the portfolio and presents the financial position reporting as an investment entity, the following approach has been taken:

a) The contribution to the Net Gains / Losses on the Financial Investments has been assessed from the gains and losses incurred by the trading subsidiaries of Helios. These gains and losses include the underwriting profits, the gains on capacity, the pipeline profits recognised as well as direct costs of the LLV's.

b) The increase in Fair Value of the Investments is the aggregate of the net profits of the LLV's having deducted the charge for corporation tax.

c) The direct income and costs of HUW are separately disclosed and aggregated with the Increase in the Fair Value of the Investments.


	Year to 31st December 2024			Year to 31st December 2023
	LLVs	HUW	Total	LLVs	HUW	Total
FV on capacity and pipeline profits	(2,398)		(2,398)	8,805		8,805
Fees from reinsurers	2,624		2,624	1,408		1,408
Other & Investment income	3,876	1,485	5,361	2,038	65	2,103
Capacity sales and revaluation	16,088		16,088	17,987		17,987
Total Other Income	20,190	1,485	21,676	30,238	65	30,303
Costs
Stop loss costs	(5,520)			(5,718)
Loan Note Interest		(6,063)	(6,063)
Operating costs	(1,562)	(9,005)	(9,005)	(4,292)	(8,098)	(8,098)
Total Costs	(7,082)	(15,068)	(15,068)	(10,010)	(8,086)	(8,098)
Profit for the year	44,509	(13,583)		51,787	(8,021)
Tax at LLV level	(9,997)			(7,498)
Pre tax Profits attributable to HUW	34,512	(13,583)	20,929	44,287	(8,021)	36,256
Tax attributable to HUW		(2,354)	(2,354)		2,287	2,287
Total Comprehensive Income		(18,315)	18,575		21,046	38,543

Underwriting results by year of account


	2022 and prior	2023	2024	Total	Corporate Reinsurance	Other corporate	Total
Gross premium written	2,265	46,964	381,843	431,072	-	-	431,072
Reinsurance ceded	(986)	(5,961)	(84,135)	(91,082)	(8,687)	(5,520)	(105,290)
Net premiums written	1,279	41,003	297,708	339,989	(8,687)	(5,520)	325,781
Net earned premium	13,145	131,795	147,763	292,702	(8,797)	(5,520)	278,385
Other income	8,304	4,547	2,667	15,518	2,624	21,883	40,025
Net insurance claims & loss adjustment expenses	(6,054)	(57,262)	(92,552)	(155,868)	-	-	(155,868)
Operating expenses	(8,321)	(43,992)	(60,061)	(112,374)	-	(16,807)	(129,181)
Taxation in subsidiaries					-	(9,997)	(9,997)
Movement in FV on capacity and pipeline profits					-	(2,398)	(2,398)
Operating profits/(loss) before goodwill and amortisation	7,074	35,088	(2,184)	39,978	(6,173)	(12,840)	20,966
QS (profit share only - excludes PC and overider)	(1,980)	(7,399)	581	(8,797)	8,797
Total	5,094	27,689	(1,603)	31,181	2,624	(12,840)	20,966

Summary balance sheet (excluding assets and liabilities held by syndicates)

See Note 28 for further information.


	2024	2023
Assets
Financial investments	898	898
Equity investments at FVTPL	151,019	114,987
Due from related parties	55,167	64,533
Deferred tax assets	-	2,177
Other assets	110	287
Cash and cash equivalents	28,935	40,596
Total assets	236,128	223,478
Liabilities
Deferred tax	-	-
Borrowings	58,457	57,461
Other Liabilities	4,555	3,317
Total liabilities	63,012	60,777
Total Equity	173,116	162,701

Cash flow


Analysis of free working capital	2024 £'000	2023 £'000
Opening Balance	40,913	10,254
Distribution of profits (net of tax retentions & QS Payments )	8,808	2,530
Transfers from Funds at Lloyd's	38,391	9,984
Other income	4,263	2,727
Sale / Purchase of capacity	15,328	(500)
Operating costs (inc Hampden / Nomina fees)	(10,085)	(7,716)
Reinsurance costs	(8,044)	(3,520)
Tax	0	(236)
Return of capital to shareholders	(8,845)	(5,181)
Transfers to Funds at Lloyd's	(44,182)	(4,331)
Free cash Flow	(4,367)	(6,243)
Senior debt principal	0	59,055
Repayment of Borrowings	0	(15,000)
Proceeds from issue of shares	0	0
Acquisitions	(7,009)	(7,153)
Net cash flow in the year	(11,377)	30,659
Balance carried forward	29,536	40,913


Asset value calculation	2024	2023
Net Assets	173,116	140,101
Add Total Debt	58,457	59,055
Add Deferred Tax on Intangible Asset	-	20,136
Asset Value	231,573	219,292
Debt ratio	23%	27%

Financial Statements

Statement of income - Year ended 31 December 2024


	Note	31 Dec'24 £'000	31 Dec'23 £'000 (Restated)
Income
Interest income		1,273	87
Dividend income		-	21
Net gains on financial assets at FVTPL	6	34,512	44,387
Other income		212	(143)
Total income		35,997	44,352
Expenses
Operating expenses	7	(7,756)	(4,933)
Interest expense		(6,063)	(1,720)
Other expenses		(1,249)	(1,443)
Total expenses		(15,068)	(8,096)
Net profit before income tax		20,929	36,256
Income tax (charge)/credit	12,13	(2,354)	2,287
Net profit for the year after tax		18,575	38,543
Basic EPS	15	25.6	50.8
Diluted EPS	15	24.5	49.1

The notes are an integral part of these Financial Statements.

Statement of financial position - At 31 December 2024

Company number: 05892671


	Note	31 Dec'24 £'000	31 Dec'23 £'000 (Restated)	1 January 2023 £'000 (Restated)
Assets
Equity investments at FVTPL	8	151,917	115,885	65,036
Due from related parties	16	62,048	70,065	73,506
Deferred tax		-	2,177	-
Other debtors		110	287	1,277
Cash and cash equivalents	9	28,935	40,596	9,348
Total assets		243,010	229,010	149,167
Liabilities
Borrowings	12	58,457	57,461	15,000
Due to related parties		6,881	5,532	3,128
Other creditors		106	94	-
Accruals and other payables		4,450	3,222	2,000
Total liabilities		69,894	66,309	20,128
Equity
Share capital	13	7,811	7,795	7,774
Treasury shares	13	(8,265)	(3,736)	(526)
Share premium	13	98,882	98,596	98,268
Other reserves	14	786	300	-
Retained earnings		73,902	59,746	23,523
Total equity		173,116	162,701	129,039
Total liabilities and equity		243,010	229,010	149,167

The notes are an integral part of these Financial Statements.

Statement of changes in equity - Year ended 31 December 2024

Company number: 05892671


	Note	Share capital £'000	Treasury shares £'000	Share premium £'000	Other reserves £'000	Retained earnings £'000	Total equity £'000
At 1 January 2024 - restated		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 December 2024		7,811	(8,265)	98,882	786	73,902	173,116
At 1 January 2023		7,774	(526)	98,268	-	24,762	130,278
Restatement of prior period error	18	-	-	-	-	(1,239)	(1,239)
At 1 January 2023 - restated		7,774	(526)	98,268		23,523	129,039
Company buy back of ordinary shares		-	(3,210)	-	-	-	(3,210)
Share issue net of transaction costs		21	-	328	300	-	649
Net profit/(loss) for the year		-	-	-	-	38,543	38,543
Dividends paid		-	-	-	-	(2,320)	(2,320)
At 31 December 2023 - restated		7,795	(3,736)	98,596	300	59,746	162,701

The notes are an integral part of these Financial Statements.

Statement of cash flows - Year ended 31 December 2024


		Note	31 Dec'24 £'000		31 Dec'23 £'000 (Restated)
Cash flows from operating activities
Profit before tax			20,929		36,256
Adjustments for:
- Net gain on financial assets at FVTPL		8	(34,511)		(44,388)
- Purchase of equity investments		8	(1,520)		(6,395)
Changes in operating assets and liabilities:
- Decrease in due from related parties			8,017		3,442
	- Increase in due to related parties			1,349		2,404
- Decrease in other debtors			176		990
- (Decrease)/increase in accruals and other payables			1,883		63
- Proceeds from sale of equity/debt investments		8	-		-
Net cash used in operating activities			(3,677)		(7,628)
Cash flows from financing activities
New shares issued		13	-		349
Share buy-back		13	(4,529)		(3,209)
Net proceeds from borrowings			-		59,055
Repayment of borrowings			(203)		(15,000)
Foreign exchange on net borrowings			942		-
Debt raise expense releases			225		-
Dividends paid		13	(4,419)		(2,319)
Net cash (used in)/provided by financing activities			(7,984)		38,876
Net (decrease)/increase in cash and cash equivalents			(11,661)		31,248
Cash and cash equivalents at beginning of year			40,596		9,348
Cash and cash equivalents at end of year			28,935		40,596


Analysis of changes in net debt	At 1 January 2024 £'000	Cashflows £'000	31 December 2024 £'000
Cash and cash equivalents	40,596	(11,661)	28,935
Unsecured debt	(59,055)	(738)	(59,793)
Total	(18,459)	(12,399)	(30,858)

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 2024

1. General information

Helios Underwriting plc (the "Company") is an investment company with variable capital incorporated on 1 September 2007, 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 IFRS12.

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 31 December 2023 Financial Statements were prepared in accordance with United Kingdom Accounting Standards ("UK GAAP"), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and FRS 103 "Insurance Contracts". The prior year comparative amounts were amended to reflect the change in the reporting framework from UK GAAP to IFRS (see Note 18).

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 £173m. The Company's subsidiaries participate as underwriting members at Lloyd's on the 2022, 2023 and 2024 years of account, as well as any prior run-off years.

This underwriting is supported by Funds at Lloyd's totalling £184m (2023: £174m), letters of credit provided through reinsurance agreements totalling £27m (2023: £31m) and solvency credits issued by Lloyd's totalling £52m (2023: £47m).

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 Restatement

The Financial Statements provide comparative information in respect of the previous period. In addition, the Company presents an additional statement of financial position at the beginning of the preceding period when there is a retrospective application of an accounting policy, a retrospective restatement, or a reclassification of items in financial statements.

An additional statement of financial position as at 1 January 2023 is presented in these Financial Statements due to the retrospective correction of a prior period error. See Note 18.

2.4 Changes in accounting policies and disclosures

2.4.1 New accounting standards, interpretations and amendments to published standards

The following amendments to existing IFRS accounting standards became effective for annual periods beginning on 1 January 2024:

• Classification of liabilities as current or non-current and non-current liabilities with covenants - Amendments to IAS 1.

• Lease Liability in a Sale and Leaseback - Amendments to IFRS 16.

• Disclosures: Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7.

None of the amendments will have an impact on the Financial Statements at 31 December 2024.

2.4.2 Standards issued but not effective

New and amended standards and interpretations that are issued but not yet effective are being assessed by the Company to determine the impact on the Financial Statements. As explained above, this would include standards and amendments that would already be effective based on the new standard or amendment, but the UK endorsement is still in progress or has resulted in a later effective date.

2.4.3 Amendments to the classification and measurement of financial instruments - Amendments to IFRS 9 and IFRS 7

On 30 May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7 (the "Amendments"). The Amendments include:

• a clarification that a financial liability is derecognised on the "settlement date" and introduce an accounting policy choice (if specific conditions are met) to derecognise financial liabilities settled using an electronic payment system before the settlement date;

• additional guidance on how the contractual cash flows for financial assets with environmental, social and corporate governance ("ESG") and similar features should be assessed;

• clarifications on what constitute "non-recourse features" and what are the characteristics of contractually linked instruments; and

• the introduction of disclosures for financial instruments with contingent features and additional disclosure requirements for equity instruments classified at fair value through other comprehensive income ("OCI").

The Amendments are effective for annual periods starting on or after 1 January 2026. Early adoption is permitted, with an option to early adopt the Amendments for classification of financial assets and related disclosures only. The Company is currently not intending to early adopt the Amendments.

2.4.4 IFRS 18 "Presentation and Disclosure in Financial Statements"

In April 2024, the IASB issued IFRS 18 "Presentation and Disclosure in Financial Statements", which replaces IAS 1 "Presentation of Financial Statements". IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals.

Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new. There are specific presentation requirements and options for entities that have specified main business activities (either providing finance to customers or investing in specific type of assets, or both).

It also requires disclosure of newly defined management-defined performance measures, which are subtotals of income and expenses, and includes new requirements for aggregation and disaggregation of financial information based on the identified "roles" of the primary Financial Statements and the notes.

Narrow-scope amendments have been made to IAS 7 "Statement of Cash Flows", which include changing the starting point for determining cash flows from operations under the indirect method, from "profit or loss" to "operating profit or loss", and removing the optionality around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards.

IFRS 18, and the amendments to the other standards, are effective for reporting periods beginning on or after 1 January 2027, but earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively.

The Company is currently working to identify all impacts IFRS 18 will have on the primary Financial Statements and the notes to the Financial Statements and will adopt IFRS 18 when it becomes effective.

2.4.5 IFRS 19 "Subsidiaries without Public Accountability: Disclosures"

Issued in May 2024, IFRS 19 allows for certain eligible subsidiaries of parent entities that report under IFRS accounting standards to apply reduced disclosure requirements. The Company does not expect this standard to have an impact on its operations or Financial Statements.

2.5 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.

2.6 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.

2.7 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.

2.8 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.

2.9 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.

2.10 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.

2.11 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.

2.12 Operating expenses

All expenses are accounted for on an accruals basis.

2.13 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.

2.14 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.

2.15 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.

2.16 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 2024, the Company granted 703,217 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; and

• 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 4 of the Annual Report.

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 natural 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 accessed the impact of a 25 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 on demand and non-interest bearing. The overall interest rate risk has been accessed as immaterial.

4.2.2 Currency risk

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

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


31 December 2024	GBP £'000	USD £'000	Total £'000
Total assets	241,611	1,399	243,010
Total liabilities	(11,437)	(58,457)	(69,894)
	230,174	(57,058)	173,116


31 December 2023	GBP £'000	USD £'000	Total £'000
Total assets	228,412	598	229,010
Total liabilities	(8,848)	(57,461)	(66,309)
	219,564	(56,863)	162,701

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


	Impact on equity
31 December 2024	10% increase £'000	10% decrease £'000
Impact on statement of income	5,187	(6,340)
Impact on equity	5,187	(6,340)
Impact on statement of income	5,169	(6,318)
Impact on equity	5,169	(6,318)

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 2024 and 31 December 2023.

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
	2024 £'000	2023 £'000	2024 £'000	2023 £'000
Due from related parties	62,048	70,065	62,048	70,065
Cash and cash equivalents	28,935	40,596	28,935	40,596
	90,983	110,661	90,983	110,661

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.

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.

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

BBB

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

Below BBB

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

Not rated

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

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


As at 31 December 2024	AAA £'000	AA £'000	A £'000	BBB £'000	Below BBB £'000	Not rated £'000	Total £'000
Due from related parties	-	-	-	-	-	62,048	62,048
Cash and cash equivalents	28,935	-	-	-	-	-	28,935
	28,935	-	-	-	-	62,048	90,983


As at 31 December 2023	AAA £'000	AA £'000	A £'000	BBB £'000	Below BBB £'000	Not rated £'000	Total £'000
Due from related parties	-	-	-	-	-	70,065	70,065
Cash and cash equivalents	40,596	-	-	-	-	-	40,596
	40,596	-	-	-	-	70,065	110,661

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


As at 31 December 2024	On demand £'000	Less than 3 months £'000	3 to 12 months £'000	1 to 5 years £'000	Over 5 years £'000	Total £'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

Analysis of assets and liabilities by remaining contractual maturity


As at 31 December 2023	On demand £'000	Less than 3 months £'000	3 to 12 months £'000	1 to 5 years £'000	Over 5 years £'000	Total £'000
Financial assets
Due from related parties	70,065	-	-	-	-	70,065
Other debtors	-	-	-	2,464	-	2,464
Cash and cash equivalents	40,596	-	-	-	-	40,596
Total assets	110,661	-	-	2,464	-	113,125
Financial liabilities
Borrowings	-	-	-	-	(57,461)	(57,461)
Due to related parties	(5,532)	-	-	-	-	(5,532)
Accruals and other payables	-	-	(3,316)	-	-	(3,316)
Total liabilities	(5,532)	-	(3,316)	-	(57,461)	(66,309)
Net liquidity position	105,129	-	(3,316)	2,464	(57,461)	48,816

The company has access to a sterling revolving loan facility ("RLF") with Barclays Bank Plc to the value of £10m.

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 US75m of the debt was drawn down on 15 December 2023.

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 Lloyd's of London Vehicles ("LLVs"), 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:


	2024 £'000	2023 £'000
Equity investments - Lloyd's of London Vehicles	151,019	114,987
Equity investments - other	898	898
Total exposure	151,917	115,885

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 (2023: 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 2024.


As at 31 December 2024	Level 1 £'000	Level 2 £'000	Level3 £'000	Total £'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

The following table analyses within the fair value hierarchy the Company's assets measured at fair value at 31 December 2023.


As at 31 December 2023	Level 1 £'000	Level 2 £'000	Level3 £'000	Total £'000
Assets measured at fair value on a recurring basis
Equity investments at FVTPL	-	-	115,885	115,885
Cash and cash equivalents	40,596	-	-	40,596
Total	40,596	-	180,418	156,481

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

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 on 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 10% reduction to the holding value of capacity to reduce the value of capacity held in the balance sheet. This provision will be reviewed for report revises in the future.

Funds at Lloyd's

Each asset included in the FAL is valued at its current market price. FAL can consist of a variety of assets, including cash, bonds, letter of credit ("LoC") and other approved financial instruments. As such, the 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 YoA. The Schedule 3 returns are submitted to Lloyd's and subject to review.

Schedule 3 UK GAAP results are considered to be a reasonable and supportable proxy in determining the FV of open year results.

Pipeline Profits

In addition to the profits recognised under Schedule 3 UK GAAP, the Board considers the potential syndicate profits that the syndicate management are forecasting in addition to those recognised under GAAP. The incremental profits the syndicate managers estimate using the midpoint forecasts / YOA forecasts included in the QMRs submitted to Lloyd's at each year end together with Helios's management view of the likely outturn of each year of account form the basis for determining the additional profits to be recognised. A haircut is applied to the latest year of account to reflect the inherent uncertainty in those forecasts which are subject to material changes in the ultimate outcome.

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

a) For the oldest underwriting year with 12 months to run - 100% 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 recognized.

Cash and cash equivalents

Borrowings

For borrowings a discounted cash flow model is used based on current interest rate yield curve appropriate for the

remaining term to maturity adjusted for market liquidity and credit spreads based on observable inputs. There were no

material adjustments made to the net borrowing figures at the year end.

5.2 Movements in Level 3 financial instruments

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


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

The following table presents the movement in Level 3 instruments for the year ended 31 December 2023:


As at 31 December 2023	Equity investments £'000
Opening balance	65,036
Purchases	6,462
Sales	-
Net gains/(losses)	44,387
Total	115,885

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 2023	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 2024 the value of the level three financial instruments was £152 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 aggregate result from the underwriting year of the capacity portfolio is used to estimate future profits/losses to be recognised. In addition to the underwriting profits recognised and recorded in the quarterly reports, the Board assesses the extent that the ultimate profits, that is the excess expected profits over that currently recognised under GAAP, can be recognised as pipeline profits. The syndicate manages estimates of future profits and losses are subject to uncertainty and reserving risk. The Company's fair value methodology reflects 25% of the pipeline profits at the midpoint estimates for the latest year of account and 100% for earlier years of accounts.

• 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 LLV's 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 10% 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 1/2% being a proxy for the Helios cost of debt.

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

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


	Change in variable	31 December 2024 £'000	31 December 2023 £'000
*Pipeline profits - a range of recognised profit of 0% - 50% - For the newest UW year	+25% -25%	9.282 (9,282)	6,275 (6,275)
*Auction Prices of syndicate capacity - a 12 month development year	+10% -10%	7,575 (7,575)	8,243 (8,243)
*Discount rate	+100 Bps -100 BPS	(134) 137	(101) 103

6. Net gains on financial assets at FVTPL


	31 December 2024 £'000	31 December 2023 £'000
Unrealised gains on investments	34,512	44,387
Realised gains on investments and currencies	-	-
Net gains on financial assets at FVTPL	34,512	44,387

7. Operating expenses


	31 December 2024 £'000	31 December 2023 £'000
Staff costs	3,111	2,732
Office expenses	1,026	417
Professional fees	3,284	1,734
Other fees	334	50
Total operating costs	7,756	4,933

The auditors, PKF Littlejohn LLP, charged total fees to the company and its subsidiaries of £183,000 (2023: £137,000) for audit services. Further fees of £27,000 (2023: £25,000) were charged by PKF Littlejohn LLP for audit related assurance services.

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 CEES Trustee Limited, which is incorporated in Jersey and its registered office address is Gaspé House, 66-72 Esplanade, Jersey JE2 3QT, and Gould Scottish Partnership, which is incorporated in Scotland and its registered office is 9 Haymarket Square, Edinburgh EH3 8RY.

Company or partnership	Direct/indirect interest	2024 ownership	2023 ownership	Principal activity
Nameco (No. 917) Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Nameco (No. 346) Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Charmac Underwriting Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
RBC CEES Trustee Limited	Direct	100%	100%	Joint Share Ownership Plan
Chapman Underwriting Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Advantage DCP Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Romsey Underwriting Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Helios UTG Partner Limited(i)	Direct	100%	100%	Corporate partner
Salviscount LLP	Indirect	100%	100%	Lloyd's of London corporate vehicle
Inversanda LLP	Indirect	100%	100%	Lloyd's of London corporate vehicle
Fyshe Underwriting LLP	Indirect	100%	100%	Lloyd's of London corporate vehicle
Nomina No 505 LLP	Indirect	100%	100%	Lloyd's of London corporate vehicle
Nomina No 321 LLP	Indirect	100%	100%	Lloyd's of London corporate vehicle
Nameco (No. 409) Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Nameco (No. 1113) Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Catbang 926 Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Whittle Martin Underwriting	Direct	100%	100%	Lloyd's of London corporate vehicle
Nameco (No. 408) Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Nomina No 084 LLP	Indirect	100%	100%	Lloyd's of London corporate vehicle
Nameco (No. 510) Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Nameco (No. 544) Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
N J Hanbury Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Nameco (No. 1011) Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Nameco (No. 1111) Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Nomina No 533 LLP	Indirect	100%	100%	Corporate partner
NorthBreache Underwriting Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
G T C Underwriting Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Hillnameco Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Nameco (No. 2012) Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Nameco (No. 1095) Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
New Filcom Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Kemah Lime Street Capital	Direct	100%	100%	Lloyd's of London corporate vehicle
Nameco (No. 1130) Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Nomina No 070 LLP	Indirect	100%	100%	Corporate partner
Nameco (No. 389) Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Nomina No. 469 LLP	Indirect	100%	100%	Corporate partner
Nomina No. 536 LLP	Indirect	100%	100%	Corporate partner
Nameco (No. 301) Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Nameco (No. 1232) Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Shaw Lodge Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Queensberry Underwriting	Direct	100%	100%	Lloyd's of London corporate vehicle
Nomina No 472 LLP	Indirect	100%	100%	Corporate partner
Nomina No 110 LLP	Indirect	100%	100%	Corporate partner
Chanterelle Underwriting Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Kunduz LLP	Indirect	100%	100%	Corporate partner
Exalt Underwriting Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Nameco (No. 1110) Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Clifton 2011 Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Nomina No 378 LLP	Indirect	100%	100%	Corporate partner
Gould Scottish Limited Partnership	Indirect	100%	100%	Corporate partner
Harris Family UTG Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Whitehouse Underwriting Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Risk Capital UTG Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Nameco (No. 606) Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Nameco (No. 1208) Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Chorlton Underwriting Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Park Farm Underwriting Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Hyde Park Capital Limited	Direct	100%	-	Lloyd's of London corporate vehicle
Helios LLV One Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Helios LLV Two Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Helios LLV Three Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Helios LLV Four Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Helios LLV Five Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Helios LLV Six Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Helios LLV Seven Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Helios LLV Eight Limited	Direct	100%	100%	Lloyd's of London corporate vehicle
Helios LLV Nine LLP	Indirect	100%	100%	Corporate partner
Helios LLV Ten LLP	Indirect	100%	100%	Corporate partner
Helios LLV Eleven Ltd	Direct	100%	100%	Lloyd's of London corporate vehicle
Helios LLV Twelve Ltd	Direct	100%	100%	Lloyd's of London corporate vehicle
Helios LLV Thirteen Ltd	Direct	100%	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%	100%	Lloyd's of London corporate vehicle
Helios LLV Sixteen Ltd	Direct	100%	100%	Lloyd's of London corporate vehicle
Helios LLV Seventeen Ltd	Direct	100%	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%	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%	100%	Lloyd's of London corporate vehicle
Helios LLV Twenty Two Ltd	Direct	100%	100%	Lloyd's of London corporate vehicle
Helios LLV Twenty Three Ltd	Direct	100%	100%	Lloyd's of London corporate vehicle
Helios LLV Twenty Four Ltd	Direct	100%	100%	Lloyd's of London corporate vehicle
Helios LLV Twenty Five Ltd	Direct	100%	100%	Lloyd's of London corporate vehicle
Helios LLV Twenty Six Ltd	Direct	100%	100%	Lloyd's of London corporate vehicle
Helios LLV Twenty Seven Ltd	Direct	100%	100%	Lloyd's of London corporate vehicle
Helios LLV Twenty Eight LLP	Indirect	100%	100%	Corporate partner
Helios LLV Twenty Nine LLP	Indirect	100%	100%	Corporate partner
Helios LLV Thirty LLP	Indirect	100%	100%	Corporate partner

The movement in the equity portfolio is as follows:


	2024		2023
	LLVs £'000	Other £'000	LLVs £'000	Other £'000
At valuation
Opening balance at 1 January 2024	114,987	898	64,305	731
Additions	1,520	-	6,395	67
Disposals	-	-	-	-
Unrealised gains	34,512	-	44,287	100
Closing balance at 31 December 2024	151,019	898	114,987	898
At costs
Opening balance at 1 January 2024	80,005	898	73,610	661
Additions	1,520	-	6,395	67
Disposals	-	-	-	-
Unrealised gains	69,494	-	34,982	170
Closing balance at 31 December 2024	151,019	898	114,987	898

The additions relate to the following transactions in the year:

• Acquisition of subsidiary Hyde Park Capital Limited

9. Cash and cash equivalents


	31 December 2024 £'000	31 December 2023 £'000
Cash at bank - GBP current account	7,188	630
Cash at bank - USD current account	1,399	598
Fixed-term deposit	20,348	39,369
Total	28,935	40,597

10. Income tax (charge)/credit

Analysis of tax charge in the year is shown below.


	31 December 2024 £'000	31 December 2023 £'000
Current tax:	-	-
- current year	-	177
- prior year adjustment	(177)	(67)
Total current tax	(177)	110
Deferred tax:
- current year	-	2,177
- prior year adjustment	(2,177)	-
Total deferred tax	(2,177)	2,177
Income tax charge	(2,354)	2,287

Factors affecting the tax charge for the year and the differences are explained below. The tax rate for the year is 25% (2023: 25%).


	31 December 2024 £'000	31 December 2023 £'000
Profit before tax	20,929	36,256
Tax calculated as profit before tax multiplied by the standard rate of corporation tax in the UK	5,232	9,064
Tax effects of:
- prior year adjustments	(2,354)	110
- rate change and other adjustments	-	-
- permanent disallowances	(8,603)	(11,072)
- Group relief	3,371	2,008
- other	-	2,177
Tax (charge)/credit for the year	(2,354)	2,287

11. Deferred tax expense

Deferred tax is calculated in full on temporary differences using a tax rate of 25% (2023: 25%).

The following amounts are shown in the statement of financial position:


	2024 £'000	2023 £'000
Deferred tax liabilities
Crystallising after more than 12 months	-	-
Crystallising within 12 months	-	2,177
	-	2,177

The movements in the deferred tax liabilities are as follows:


	Charged to
31 December 2024	Balance at beginning of year £'000	Statement of income £'000	Other comprehensive income £'000	Balance at end of year £'000
Other	2,177	(2,177)	-	-
	2,177	(2,177)	-	-


	Charged to
31 December 2023	Balance at beginning of year £'000	Statement of income £'000	Other comprehensive income £'000	Balance at end of year £'000
Equity investments at FVTPL
Other	-	2,177	-	2,177
	-	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 2024 £'000	31 December 2023 £'000
Secured borrowings	58,457	57,461
Total	57,447	57,461

The company has access to a sterling revolving loan facility ("RLF") with Barclays Bank Plc to the value of £15m. The interest is 4.2% per annum. On 21 March 2022, the full £15m was drawn down and on the 18 December 2023 the loan was repaid in full. No further draw downs on the RLF have been made during 2024.

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%.

This borrowing is subject to various covenants. During the year, as a result of share buy-backs there was a penalty payment made.

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 2024 and 31 December 2023, the number of ordinary shares outstanding which were issued and redeemed were as follows:


31 December 2024	Number of shares	Ordinary share capital £'000	Partly paid ordinary share capital £'000	Share premium £'000	Ending balance £'000
Ordinary shares of 10p each and share premium	78,110	7,701	110	98,882	106,693


31 December 2023	Number of shares	Ordinary share capital £'000	Partly paid ordinary share capital £'000	Share premium £'000	Ending Balance £'000
Ordinary shares of 10p each and share premium	77,946	7,685	110	98,596	106,391


Number of shares	2024	2023
Allotted, called up and fully paid ordinary shares:
- on the market	71,342,967	74,186,068
- Company buy-back of ordinary shares	5,667,335	2,659,765
	77,010,302	76,845,833
Uncalled and partly paid ordinary shares under the JSOP scheme	1,100,000	1,100,000
	78,110,302	77,945,833

Dividend paid or proposed

A dividend of £4,419,000 was paid during the year (2023: £2,319,000).

A final dividend of 10p is being proposed in respect of the financial year ended 31 December 2024.

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 2024, the 5,667,335 own shares bought back for a total of £8,265,000 represent 7.36% of the total allotted, called up and fully paid ordinary shares of the Company of 77,010,302.

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:


	2024			2023
	Interests in jointly owned ordinary shares issued under JSOP	Other interests in ordinary shares	Total shareholding	Interests in jointly owned ordinary shares issued under JSOP	Other interests in ordinary shares	Total shareholding
Arthur Manners	477,500	720,009	1,197,509	477,500	720,009	1,197,509
Nigel Hanbury	622,500	8,872,225	9,494,725	622,500	8,939,858	9,562,358

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);

(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

In 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.

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.

Finally and 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.

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 2024 valuations as follows:

• share price at date of grant: 172.5p - 183.0p;

• exercise price: 0p;

• risk-free rate of interest: 3.88% - 4.32%;

• expected dividend yield: 0%;

• expected volatility: 27.39% - 27.48%; and

• expected life: 0.44 -3.00 years.

The resulting fair value of 65.44p includes the impact of the holding period.

No options were exercised during the year. The weighted average remaining life of the options is 9.96 years.

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 £1,859,000 has been/will be charged as an expense over the vesting period in the statement of income as follows:


	Total expense £'000
2022	5
2023	275
2024	506
2025	556
2026	313
2027	177
2028	27
Total	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 2024	31 December 2023
Profit/(loss) for the year after tax attributable to ordinary equity holders of the Parent	£18,75,000	£38,543,000
Basic - weighted average number of ordinary shares	72,672,057	75,933,065
Adjustment for Long Term Incentive Plan	2,049,969	1,500,554
Adjustment for JSOP scheme	1,100,100	1,100,000
Diluted - weighted average number of ordinary shares	75,822,026	78,533,619
Basic profit/(loss) per share	25.56p	50.76p
Diluted profit/(loss) per share	24.50p	49.08p

16. Related party transactions

Helios Underwriting plc has inter-company loans with its subsidiaries which are repayable on three months' notice 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 2024 are set out below:


	31 December 2024 £'000	31 December 2023 £'000
Nameco (No. 917) Limited	5,133	9,355
Helios UTG Partner Limited	14,119	13,618
Chapman Underwriting Limited	7,284	9,663
Romsey Underwriting Limited	3,928	7,001
Advantage DCP Limited	(2,371)	(1,699)
Catbang 926 Limited	4,623	6,378
N J Hanbury Limited	2,403	2,759
Queensberry Underwriting Limited	3,508	3,164
Chanterelle Underwriting Limited	2,485	1,892
Clifton 2011 Limited	2,147	2,089
Exalt Underwriting Limited	2,159	2,132
Harris Family UTG Limited	1,986	1,479
Whitehouse Underwriting Limited	1,018	-
Risk Capital UTG Limited	2,577	2,282
Nameco (No. 1208) Limited	1,258	1,261
Park Farm Underwriting Limited	(1,398)	(1,578)
Hyde Park Capital Limited	5,532	-
Subsidiaries below £1,000,000	1,184	4,737
Due from related parties	55,167	64,533

During 2024, the following Directors received dividends in line with their shareholding held:


Director	Shareholding at date dividend declared 29 June 2024 £	Dividend received 19 July 2024 £
Nigel Hanbury (either personally or has an interest in)	9,386,032	563,162
Andrew Christie	34,451	2,067
Arthur Manners (either personally or has an interest in)	1,197,509	71,850
Tom Libassi (has an interest in)	13,413,500	804,810
Michael Wade	116,470	6,988
Edward Fitzalan-Howard	382,864	22,972
Martin Reith	257,727	15,464

Directors' remuneration


Director	31 December 2024 £	31 December 2023 £
Arthur Manners	460,000	490,000
Edward William Fitzalan-Howard (resigned 19 April 2024)	8,000	30,000
Michael Cunningham (resigned 29 June 2023)	-	20,000
Andrew Christie	33,000	33,000
Nigel Hanbury	135,000	450,000
Martin Reith (resigned June 2024)	872,000	840,000
Tom Libassi	25,000	25,000
Michael Wade (resigned 28 February 2025)	218,000	50,000
John Chambers (appointed 28 June 2024)	27,000	-
Katherine Wade (appointed 29 August 2024)	13,000	-
	1,791,000	1,938,000

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

17. Conversion from UK GAAP to IFRS

The 31 December 2022 Financial Statements and prior were prepared in accordance with International Financial Reporting Standards ("IFRSs").

The reason for the change in accounting framework in 2023 is that it was not possible for the Directors to obtain financial information in respect of the underlying syndicate participations that would be required to comply with IFRS 17 "Insurance Contracts", which took effect for accounting periods beginning on or after 1 January 2023. Helios received a special exemption from AIM to report under UK GAAP.

In order to align to the accounting framework applied by its peers and to allow for greater comparability of financial results in the market, the Company converted back to IFRS for the financial year ended 31 December 2024. The change was applied retrospectively in accordance with IAS 8.

The comparative figures have been adjusted to reflect the changes in the accounting framework below:


	£'000
Value reported under UK GAAP	80,005
Impact of conversion from UK GAAP to IFRS	34,982
Value reported under IFRS	114,987

18. Restatement

The prior year Financial Statements were restated for the correction of a prior period error as follows:


Statement of financial position	As previously reported 31 December 2023 £'000	Restatement (Note 1) £'000	Restated balances 31 December 2023 £'000
Assets
Investment in subsidiaries	80,005	(80,005)	-
Equity investments at FVTPL	-	115,885	115,885
Financial assets at FVTPL	898	(898)	-
Other debtors	1,878	(71,656)	287
Due from related parties	70,065	-	70,065
Deferred tax assets	2,177	-	2,177
Cash and cash equivalents	40,596	-	40,596
Total assets	195,619	27,859	229,010
Liabilities
Deferred tax liabilities	-	-	-
Borrowings	59,055	(1,594)	57,461
Due to related parties	5,532	-	5,532
Other creditors	-	94	94
Accruals and other payables	3,315		3,222
Total liabilities	67,902	(7,125)	66,309
Equity
Share capital	7,795	-	7,795
Treasury shares	-	(3,736)	(3,736)
Share premium	98,596	-	98,596
Retained earnings	21,026	38,720	59,746
Other reserves	300	-	300
Total equity	127,717	34,984	162,701
Total liabilities and equity	195,619	27,859	229,010


Statement of financial position	As previously reported 1 January 2023 £'000	Restatement (Note 1) £'000	Restated balances 1 January 2023 £'000
Assets
Investment in subsidiaries	65,546	(65,546)	-
Equity investments at FVTPL	-	65,036	65,036
Financial assets at FVTPL	731	(731)	-
Due from related parties	73,506	-	73,506
Other debtors	1,277	(73,506)	1,277
Cash and cash equivalents	9,348	-	9,348
Total assets	150,408	(1,241)	149,167
Liabilities
Deferred tax liabilities	-	-	-
Borrowings	15,000	-	15,000
Due to related parties	3,128	-	3,128
Accruals and other payables	2,002	(2)	2,000
Total liabilities	20,130	(2)	20,128
Equity	7,774	-	7,774
Share capital	-	(526)	(526)
Share premium	98,268	-	98,268
Retained earnings	24,236	(713)	23,523
Other reserves	-	-	-
Total equity	130,278	(1,239)	129,039
Total liabilities and equity	150,408	(1,241)	149,167

Amounts due from related parties under UKGAAP were included within other debtors and other payables. Under IFRS and the change in accounting framework they are disclosed separately under 'Due from/to related parties'.

Treasury shares under UKGAAP were held within retained earnings. Under IFRS and the change in accounting framework they are now shown separately under 'Treasury Shares'.

Note 1: Investment in subsidiaries

In 2022 and prior the requirements of IFRS 10 were not appropriately applied to the Company and as such the investment in subsidiaries was recorded at cost less impairment in the Financial Statements.

In the current financial year ended 31 December 2024, the requirements of IFRS 10 - paragraph 27 were reassessed in consideration of Helios' business purpose and model. Based on the requirements of IFRS, Helios meets the definition of an investment entity under IFRS 10 - paragraph 27. The incorrect application of IFRS 10 in the 2022 and prior Financial Statements in relation to the definition of an investment entity represents a prior period error.

As an investment entity, the investment in subsidiaries will be measured at FVTPL. The error in the prior period Financial Statements was corrected in the current year and the opening balance sheet restated accordingly.

On application of investment entity accounting the fair value of the subsidiaries was £64.3m. There was a gain of £44.3m and this was recognised in the statement of income within net gains on financial assets at FVTPL.


Statement of income	As previously reported 31 December 2023 £'000	Restatement £'000	Restated balances 31 December 2023 £'000
Income
Interest income	87	-	87
Dividend income	21	-	21
Net gains on financial assets at FVTPL	-	44,387	44,387
Other income	(44)	(100)	(143)
Total income	64	44,288	44,352
Expenses
Professional fees	(4,933)	-	(4,933)
Interest expense	(1,720)	-	(1,720)
Other expenses	(1,443)	-	(1,443)
Impairment of subsidiaries	8,063	(8,063)	-
Total expenses	(33)	(8,063)	(8,096)
Net profit before income tax	31	36,225	36,256
Income tax expense	2,287	-	2,287
Net profit for the year after tax	2,318	36,225	38,543
Basic EPS	3.05	47.71	50.76
Diluted EPS	2.95	6.13	49.08


Statement of cash flow	As previously reported 31 December 2023 £'000	Restatement Note 2 £'000	Restated balances 31 December 2023 £'000
Cash flows from operating activities
Profit before tax	2,318	33,938	36,256
Adjustments for:
- investment income	65	(65)	-
- interest paid on borrowings	1,622	(1,622)	-
- impairment of investment in subsidiaries	(8,063)	8,063	-
- net gains on financial asset at FVTPL	-	(44,388)	(44,388)
Changes in working capital:
- decrease in due from related parties	-	5,846	5,846
- decrease in other debtors	-	990	990
- decrease in accruals and other payables	-	63	63
- increase in financial assets at fair value through profit or loss	(167)	167	-
- decrease in other receivables	(5,184)	5,184	-
- increase in other payables	4,041	(4,041)	-
- purchase of financial assets	-	(6,395)	(6,395)
Net cash used in operating activities	(5,368)	(2,260)	(7,628)
Cash flows from investing activities
Investment income	(65)	65	-
Acquisition of subsidiaries	(7,268)	7,268	-
Amounts owed by subsidiaries	6,695	(6,695)	-
Net cash used in investing activities	(638)	638	-
Cash flows from financing activities
Net proceeds from the issue of ordinary share capital	349	-	349
Payment for Company buy-back of shares	(3,209)	-	(3,209)
Proceeds from borrowings	59,055	-	59,055
Repayment of borrowings	(15,000)	-	(15,000)
Interest paid on borrowings	(1,622)	1,622	-
Dividends paid to owners of the Parent	(2,319)	-	(2,319)
Net cash from financing activities	37,254	1,622	38,876
Net increase in cash and cash equivalents	31,248	-	31,248
Cash and cash equivalents at beginning of year	9,348	-	9,348
Cash and cash equivalents at end of year	40,596	-	40,596

Note 2: Impairment of subsidiaries

Due to the fair valuation of the investments in subsidiaries in accordance with IFRS 9, the impairment of subsidiaries expense in the prior year cash flow has been adjusted for as it is no longer required to be calculated.


Earnings per share	As previously reported 31 December 2023 £'000	Restatement £'000	Restated balances 31 December 2023 £'000
Basic	21.56	29.20	50.76
Diluted	20.85	28.23	49.08

19. Reconciliation to US GAAP

The below disclosures reconcile to those that would have been reported under US GAAP.


	31 December 2024	31 December 2023
Earnings per share	21.56	50.76
Book value per share	2.43	2.19

20. Contingencies

As at 31 December 2024 and 31 December 2023, the Company did not have any contingencies.

21. Subsequent events

In respect of the year ended 31 December 2024, a final dividend of 10p per fully paid ordinary share amounting to a total dividend of £7,244,000 is to be proposed at the Annual General Meeting on 27 June 2025. These Financial Statements do not reflect this dividend payable.

22. Syndicate participations

The syndicates in which the Company's subsidiaries participate as corporate members of Lloyd's either directly or through MAPAs are as follows:


		Allocated capacity per year of account
Syndicate number	Syndicate	2025	2024	2023	2022
33	Hiscox Syndicates Limited	15,108	15,358	15,358	15,357
218	ERS Syndicate Management Limited	19,399	18,438	18,438	8,246
318	Cincinnati Global Underwriting Agency Limited	1,082	1,082	862	993
386	QBE Underwriting Limited	2,889	3,139	3,139	3,067
510	Tokio Marine Kiln Syndicates Limited	15,307	31,807	29,591	35,379
557	Tokio Marine Kiln Syndicates Limited	-	-	-	3,509
609	Atrium Underwriters Limited	18,794	19,527	18,421	13,714
623	Beazley Furlonge Limited	28,866	32,686	28,909	23,293
727	S A Meacock & Company Limited	2,956	2,956	2,956	2,423
1176	Chaucer Syndicates Limited	2,575	2,875	2,875	2,875
1200	Argo Managing Agency Limited	-	-	55	10,050
1609	Mosaic Insurance	20,000	-	-	-
1699	Volante Global	-	5,000	-	-
1729	Dale Partners (Asta)	25,117	25,117	21,694	11,690
1796	Parsyl	-	7,000	-	-
1902	Medical & Commercial Insurance	12,635	12,635	10,688	10,000
1910	Ariel Re	20,000	-	-	-
1925	Envelop Risk	7,500	12,500	-	-
1955	Arch Managing Agency Limited	24,640	20,000	12,500	-
1966	Medical & Commercial Insurance	12,600	15,000	-	-
1969	Apollo Syndicate Management Limited	-	25,498	12,171	5,675
1971	Apollo Syndicate Management Limited	25,000	25,000	10,000	6,467
1984	Convex Insurance	6,980	-	-	-
1985	Flux Syndicate	12,693	20,108	16,946	-
1988	CFC Syndicate	-	15,125	15,000	-
1996	Wildfire Defense Syndicate	-	9,523	5,988	-
2010	Lancashire Syndicates Limited	-	7,338	7,338	10,642
2024	AdA Special Purpose Arrangement	6,712	8,522	-	-
2121	Argenta Syndicate Management Limited	5,206	5,206	272	10,267
2358	Nephila Follow syndicate	25,000	20,000	-	-
2427	Agile Underwriting Services	15,000	15,000	-	-
2454	Africa Specialty Risks	7,500	5,800	-	-
2525	Secure Liability Solutions (Asta)	2,412	2,612	2,311	1,856
2689	Hampden Risk Partners (HRP)	14,755	6,428	3,359	10,771
2791	Managing Agency Partners Limited	16,172	16,422	12,001	10,123
3123	Fidelis Insurance Group	14,060	5,239	-	-
3939	NormanMax Insurance Solutions	12,000	12,000	-	-
4242	Beat Capital	16,523	16,662	12,607	14,747
4444	Canopius Syndicate	-	24	21	20
5183	Micro Insurance Digital Solutions	-	1,727	5,000	-
5623	Beazley Furlonge Limited	26,843	27,877	18,422	7,100
5886	Blenheim Underwriting Limited	37,478	30,840	27,132	23,165
6103	Managing Agency Partners Limited	4,615	4,150	3,301	3,480
6104	Hiscox Syndicates Limited	12,008	10,000	32	1,774
6107	Beazley Furlonge Limited	-	1,550	164	1,682
6117	Ariel Re Managing Agency Limited	570	947	491	3,189
Total		490,995	518,718	318,042	251,554

* Including the new acquisitions in 2024.

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