Notes to the condensed financial information

Six months ended 30 June 2025

1.     General information

Helios Underwriting plc ("Helios" or the "Company") is an investment company with variable capital incorporated on 1 September 2007, organised under the laws of the United Kingdom. It is quoted on AIM and was incorporated in England, domiciled in the UK. Our registered office is 1st Floor, 33 Cornhill, London EC3V 3ND. The principal purpose of Helios is to provide investors with exposure to the Lloyd's insurance market through an actively managed portfolio of syndicates, who participates in insurance business as an underwriting member of Lloyd's, which are fully owned undertakings of Helios. We prepare separate financial information as its only financial information, and its subsidiaries are not consolidated in line with IFRS 10.

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

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

2.     Accounting policies

Basis of preparation

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

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

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

Going concern

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

Our subsidiaries participate as underwriting members at Lloyd's on the 2023, 2024 and 2025 years of account, as well as any prior run-off years, and they intend to continue this participation in the 2025 year of account.

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

Material accounting policy information

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

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

3.     Fair value measurement

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

Syndicate capacity

The Market Approach is the primary approach in estimating the fair value of the right to participate in a syndicate in future years, based on the weighted average price of Lloyd's syndicate capacity auction results. This approach is most appropriate in determining the fair value of the syndicate capacity where the auction pricing is reliable, and this approach is widely adopted in practice.  Consideration is also given to observable data from recent market transactions.  In addition, the board has made a provision of 10% on capacity to reduce the value of capacity held on the balance sheet.  An independent model that takes into consideration various uncertainties around auction trading has been developed to validate the 10% reduction in capacity value assumed since Q4 2024 reporting. It should be noted that there are no Lloyd's auctions in the first half of the year, resulting in no changes to the capacity values estimated since Q4 2024.

Funds at Lloyd's

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

Open year results

In accordance with Lloyd's requirements, each managing agent prepares syndicate level information and allocates each corporate member's share of their best estimate results based on their capacity participation for each YOA.

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

Profits recognition

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

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

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

Cash and cash equivalents

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

3.1 Borrowings

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

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

Borrowings

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

3.2 Movements in Level 3 financial instruments

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

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

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

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

3.4 Quantitative analysis of significant unobservable inputs

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

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

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

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

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

4.     Net gains on financial assets at FVTPL

5.     Income tax charge

Analysis of tax charge in the period

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

6.     Earnings per share

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

Diluted earnings per share is calculated by dividing the net profit attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the period, plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.

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

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

7.     Foreign exchange movements

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

8.     Dividends paid or proposed

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

9.     Investments in Subsidiaries

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

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

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

10.  Share capital and share premium

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

11.  Related party transactions

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

Refer to note 9 for details on investments in subsidiaries.

12.  Ultimate controlling party

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

13.  Syndicate participations

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

14.  Event after the financial reporting period

JSOP update:

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

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

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

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

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

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

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

Distribution to shareholders:

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

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

Directors, Registered office and advisers

Directors

John Chambers (Interim Executive Chairman)

Nigel Hanbury (Non-Executive Deputy Chairman)

Andrew Christie (Non-Executive Director)

Thomas Libassi (Non-Executive Director)

Katie Wade (Non-Executive Director)

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

Arthur Manners (Finance Director) resigned 30 June 2025

Company Secretary

Reva Jain

Shakespeare Martineau No 1 Colmore Square Birmingham

B4 6AA

Company number

05892671

Registered office

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

Statutory auditors

PKF Littlejohn LLP 15 Westferry Circus Canary Wharf

London E14 4HD

Lloyd's members' agent

Hampden Agencies Limited

40 Gracechurch Street London EC3V 0BT

Argenta Private Capital Limited

70 Gracechurch Street London EC3V 0HR

Registrars

Neville Registrars Limited

Neville House Steelpark Road Halesowen B62 8HD

Nominated adviser and broker

Deutsche Numis 45 Gresham Street London EC2V 7BF

INDEPENDENT REVIEW REPORT TO HELIOS UNDERWRITING PLC

Conclusion

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

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

Basis for conclusion

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

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

Conclusions relating to going concern

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

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

Responsibilities of directors

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

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

Auditor's responsibilities for the review of financial information

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

Use of our report

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

PKF Littlejohn LLP                                                                                                                                                                    15 Westferry Circus

Statutory Auditor                                                                                                                                                                       Canary Wharf

26 September 2025                                                                                                                                                                       London E14 4HD