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Registered number: 07428762









HELIX MIDCO LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 
HELIX MIDCO LIMITED
 

CONTENTS



Page
Company Information
1
Strategic Report
2 - 6
Directors' Report
7 - 8
Directors' Responsibilities Statement
9
Independent Auditor's Report
10 - 12
Statement of Comprehensive Income
13
Balance Sheet
14
Statement of Changes in Equity
15
Notes to the Financial Statements
16 - 27

 
HELIX MIDCO LIMITED
 
 
COMPANY INFORMATION


Directors
J Curley 
S Jones 
K Ludeman 
A Pitt 
A Leness 
M Osborne 
J Carter (appointed 25 April 2024)




Chairman
K Ludeman



Registered number
07428762



Registered office
5th Floor, Kings Place
90 York Way

London

N1 9AG




Independent auditors
Deloitte LLP
Statutory Auditor

2 New Street Square

London

United Kingdom

EC4A 3BZ




Company Secretary
C Gould




Page 1

 
HELIX MIDCO LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

Introduction
 
The Directors present their Annual Report on the affairs of Helix Midco Limited (the 'Company') together with the audited financial statements for the year ended 31 March 2025.
The Directors, in preparing this strategic report have complied with section 414C of the Companies Act 2006.

The Business Model
 
Helix Midco Limited is a wholly owned subsidiary of Helix Holdings Limited, a company incorporated in the United Kingdom.
The Company’s main purpose is to act as an intermediate holding company within the Betjeman Holdings JvCo Limited group (the “Group”) of companies that invests in HS1 Limited, which holds a contract to operate, maintain and renew the high speed rail system, HS1.
The Directors do not anticipate any changes to the activities of the Company in the foreseeable future.

Page 2

 
HELIX MIDCO LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

A fair review of the business

The Company made a result of £nil during the year (2024: profit of £2.2m). The prior year profit was driven by the reversal of expected credit losses ("ECL") previously recognised on amounts owed by subsidiary undertakings at the balance sheet date. The Company’s net assets have remained £nil in 2025 per the balance sheet (2024: £nil).

The Company paid no dividends (2024: £nil) to holders of the A shares or B shares.

Future Developments

The Directors believe that it is most appropriate to refer to the accounts of HS1 Limited to understand future developments. HS1 Limited is the main trading company of the Group, whereas Helix Midco Limited exists to administer the debt raising strategy for the group.

Section 172 (1) statement

The Directors discharge their duties under section 172(1) (a)-(f) of the Companies Act 2006 to act in good faith and to promote the success of the Group for the benefit of shareholders and stakeholders. 

Through working collaboratively with Management and listening to feedback from the Group’s stakeholders, the Directors believe that the Group is well positioned to use the feedback in delivering its vision. The Group assesses the impact of its activities on its stakeholders, in particular customers, employees, regulators, partners and suppliers and the wider community. 

Relevant matters are reviewed at Board meetings with Management and are assessed against strategic priorities. This collaborative approach helps promote the long-term vision of the Group.

Alongside this system engagement, we also have more structured engagement with a wider range of stakeholders. The directors believe that it is most appropriate to refer to the accounts of HS1 Limited to understand this.

How we engage and foster relationships with some of our key stakeholders:

img2a64.png

Key performance indicators

The performance of the Company is included in the consolidated financial statements of Betjeman Holdings JvCo Limited (‘Group’). The directors of Betjeman Holdings JvCo Limited ('Group') manage the Group on a
Page 3

 
HELIX MIDCO LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

divisional basis and use a number of KPI’s to monitor progress against the Group’s strategy. For this reason, the Company’s directors believe that analysis of KPI’s for the Company is not necessary or appropriate for an understanding of the development, performance and position of the business of the Company. A discussion of the Group KPI’s is included in the Strategic Report of the Group’s Annual Report and financial statements for the year ended 31 March 2025, which does not form part of this report and are available at the address detailed in note 18 of these financial statements.

Page 4

 
HELIX MIDCO LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

Principal risks and uncertainties
 
The Company has a risk management process that enables the organisation to systematically identify, assess, manage, and monitor business and financial risks.
The principal risks and uncertainties faced are interest rate risk, market risk, liquidity risk, credit risk and economic risk. The Board of Directors regularly reviews these risks and approves the use of financial instruments to manage risk.
The Company’s financial instruments comprise solely of loans owed to and from the parent and subsidiary undertakings.
No derivative financial instruments have been entered into nor does the Company undertake speculative treasury transactions. There have been no foreign currency transactions.

Interest rate risk
Interest rate risk is the risk that fluctuations in interest could result in volatility in interest payable and receivable. The Company has no financial assets or financial liabilities with floating rate interest. The interest on the Company’s financial instruments is fixed, which reduces the interest rate risk.
Market risk
Market risk is the risk that future changes in interest rates may impact the value of a financial instrument. The Company has no financial assets or liabilities with floating rate interest. Interest on the Company’s financial instruments is fixed, reducing the market risk.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s liquidity risk is low as:
• The financial obligations relating to the loan advanced to parent undertaking is equally matched by future receipts on the loan advanced from the subsidiary undertaking;
• The amounts owed by the parent undertaking is not repayable without the agreement of both the borrower and lender;
• The financial obligations relating to the loan advanced to the subsidiary undertaking is equally matched by the future receipts on the loan advanced from the parent undertaking; and
• The amounts owed by the subsidiary undertaking is not repayable without the agreement of both the borrower and lender.
Credit risk
Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. Credit risk is low as all loans are to Group undertakings.

Going Concern

The Company has prepared these financial statements on a going concern basis, as discussed in the Directors' Report.

Page 5

 
HELIX MIDCO LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025


This report was approved by the Board and signed on its behalf.



................................................
J Carter
Director

Date: 26 June 2025
Page 6

 
HELIX MIDCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025

The directors present their report and the financial statements for the year ended 31 March 2025.

Matters covered by the strategic report

As permitted under s.414C(2) of the Companies Act 2006, certain matters which are required to be disclosed in the Directors’ Report have been omitted as they are included within the strategic report. These matters relate to future developments.

Result

The result for the year, after taxation, amounted to £nil (2024: profit £2.2m).

Dividends

The Company paid no dividends during the year to holders of the A or B shares (2024: £nil).

Directors

The directors who served during the year were:

J Curley 
S Jones 
K Ludeman 
A Pitt 
A Leness 
M Osborne 
J Carter (appointed 25 April 2024)

Directors indemnities

The Group maintains insurance against Directors and Officers liability as permitted by the Companies Act 2006 for the benefit of the Directors and Officers of the Company. None of the Directors who served during the year had any interest in the shares of the Company or any other Betjeman Holdings JvCo Limited group company.

Political donations

Political donations during the year were £nil (31 March 2024: £nil).

Going concern basis

The Directors have considered the use of the going concern basis in the preparation of these financial statements in the light of the current economic conditions and concluded that this remains appropriate. 
More information is provided in note 2.2 to these financial statements.

Page 7

 
HELIX MIDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Subsequent events

Details of significant events since the balance sheet date are contained in note 19 to the financial statements.

Auditors

A tender process was run for which Deloitte LLP were the successful tendering party and were reappointed for an additional term which was formally approved by the Board in July 2024.

This report was approved by the Board and signed on its behalf.
 





................................................
J Carter
Director

Date: 26 June 2025

5th Floor, Kings Place
90 York Way
London
N1 9AG
Page 8

 
HELIX MIDCO LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.


................................................
J Carter
Director
26 June 2025
5th Floor, Kings Place
90 York Way
London
N1 9AG

Page 9

 
HELIX MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HELIX MIDCO LIMITED
 

Report on the audit of the financial statements

Opinion
In our opinion the financial statements of Helix Midco Limited (the ‘company’):
give a true and fair view of the state of the company’s affairs as at 31 March 2025 and of its result for the year then ended; 
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework”; and
have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:
the statement of comprehensive income;
the balance sheet;
the statement of changes in equity; and
the related notes 1 to 19.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. 

We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial
Page 10

 
HELIX MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HELIX MIDCO LIMITED
 

statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, 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 audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. 

We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector. 

We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that: 
had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act and tax legislation; and
do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team including relevant internal specialists such as tax regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
Page 11

 
HELIX MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HELIX MIDCO LIMITED
 

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; 
enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and 
reading minutes of meetings of those charged with governance. 

Report on other legal and regulatory requirements

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.

Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

We have nothing to report in respect of these matters.

Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’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 members as a body, for our audit work, for this report, or for the opinions we have formed.





Marianne Milnes, FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom

  


26 June 2025

Page 12

 
HELIX MIDCO LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
Note
£m
£m

  

Turnover
  
-
-

Reversal of provision for expected credit losses
  
-
2.2

Operating profit
  
-
2.2

Interest receivable and similar income
 7 
151.2
144.5

Interest payable and similar expenses
 8 
(151.2)
(144.5)

Profit before taxation
  
-
2.2

Tax on profit
 9 
-
-

Profit for the financial year
  
-
2.2

Other comprehensive income:
  

Total comprehensive income for the year
  
-
2.2

The notes on pages 16 to 27 form part of these financial statements.

All activities of the Company in the current and preceding year relate to continuing operations.
Page 13

 
HELIX MIDCO LIMITED
REGISTERED NUMBER: 07428762

BALANCE SHEET
AS AT 31 MARCH 2025

2025
2025
2024
2024
Note
£m
£m
£m
£m

  

Non-current assets
  

Investment in subsidiary undertaking
 11 
-
-

Debtors: amounts falling due after more than one year
 12 
1,588.0
1,508.3

  
1,588.0
1,508.3

Current assets
  

Debtors: amounts falling due within one year
 13 
42.6
40.7

  
42.6
40.7

Creditors: amounts falling due within one year
 14 
(42.6)
(40.7)

Net current assets
  
 
 
-
 
 
-

Total assets less current liabilities
  
1,588.0
1,508.3

  

Creditors: amounts falling due after more than one year
 15 
(1,588.0)
(1,508.3)

  

  

Net assets
  
-
-


Capital and reserves
  

Called up share capital 
 16 
-
-

Shareholders' equity
  
-
-


The financial statements of Helix Midco Limited (registered number: 07428762) were approved and authorised for issue by the Board and were signed on its behalf by: 




................................................
J Carter
Director

Date: 26 June 2025

The notes on pages 16 to 27 form part of these financial statements.
Page 14

 
HELIX MIDCO LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Profit and loss account
Total equity

£m
£m
£m


At 1 April 2023
-
(2.2)
(2.2)


Comprehensive profit for the year

Profit for the year
-
2.2
2.2



At 1 April 2024
-
-
-


At 31 March 2025
-
-
-


The notes on pages 16 to 27 form part of these financial statements.
Page 15

 
HELIX MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

1.


Authorisation of financial statements and statement of compliance with FRS 101

Helix Midco Limited (the “Company”) is a private company limited by shares and incorporated and domiciled in the United Kingdom under Companies Act 2006.
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”) and in accordance with applicable accounting standards.
The Company’s financial statements are presented in Sterling, which is the currency of the primary economic environment in which the Company operates. All values are rounded to the nearest million pounds (£m) except when otherwise indicated. The nature of the Company's operations and principal activities are set out in the strategic report on page 2.
The Company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare group accounts as it is a wholly owned subsidiary of Betjeman Holdings JvCo Limited.
The Company’s intermediate parent undertaking, Betjeman Holdings Limited, includes the Company in its consolidated financial statements. The consolidated financial statements of Betjeman Holdings Limited are available to the public and may be obtained from 5th Floor, Kings Place, 90 York Way, London N1 9AG.
The material accounting policies adopted by the Company are set out in note 2.
 

2.Accounting policies

  
2.1

Basis of preparation

The accounting policies which follow set out those policies which apply in preparing the financial statements for the year ended 31 March 2025.
The Company has taken advantage of the following disclosure exemptions under FRS 101:
a) the requirements of IFRS 7 “Financial Instruments”: Disclosures, this exemption requires that equivalent disclosures are included in the consolidated financial statements of the group in which the entity is consolidated;
b) the requirements of paragraphs 91-99 of IFRS 13 “Fair Value Measurement”, this exemption requires that equivalent disclosures are included in the financial statements of the group in which the entity is consolidated;
c) the requirements of paragraphs 10(d), 10(f), 39(c) and 134-136 of IAS 1 Presentation of Financial Statements;
d) the requirements of IAS 7 “Statement of Cash Flows”;
e) the requirements of paragraphs 30 and 31 of IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”;
f) the requirements of paragraph 17 of IAS 24 “Related Party Disclosures”;
g) the requirements in IAS 24 “Related Party Disclosures” to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member;
h) the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36
Page 16

 
HELIX MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

Impairment of Assets, this exemption requires that equivalent disclosures are included in the consolidated financial statements of the group in which the entity is consolidated.

 
2.2

Going concern

The Company exists to administer the debt raising strategy for the Betjeman Holdings JvCo Limited group. The Company has intercompany loans that are repayable on demand, and are not expected to be recalled in the next 12 months. 

The Group has prepared a range of forecast scenarios to reflect the economic uncertainty. The Directors have reviewed business forecasts against the cashflow, and covenant requirements of the Group and concluded the Group is able to meet its obligations as they fall due. The Directors have also reviewed the plans to protect the Group’s liquidity, including working capital and cost reduction options. These forecasts also benefit from the security of revenue reflecting the UK Government underpinning arrangements. The Group also performed analysis of downside scenarios, with limited growth in train paths, noting that in these scenarios the Group would be able to meet covenant requirements and have sufficient liquidity to operate. Hence, while the company is in a net liability position, the financial statements have accordingly been prepared on a going concern basis.

Having due regard to the performance of HS1 Limited, the availability of working capital and the facilities under the loan agreement with the parent undertaking, the Directors believe that the Company has sufficient resources to meet its liabilities for a minimum period of 12 months. The financial statements have accordingly been prepared on a going concern basis.

  
2.3

Basis of consolidation

The Company has taken the option not to prepare consolidated financial statements in accordance with section 400 of the Companies Act 2006. These financial statements present information about the Company as an individual company and the results of the subsidiaries are reflected in these accounts only to the extent that dividends have been declared.

Page 17

 
HELIX MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

  
2.4

Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
a. Financial assets and financial liabilities
Initial recognition and measurement
The Company recognises financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. Regular way purchases and sales of financial assets are recognised on the trade-date, which is the date on which the Company has committed to purchase or sell the instrument in question.
Classification and measurement of financial assets and financial liabilities
On initial recognition financial assets are classified and measured at amortised cost, fair value through other comprehensive income (“FVOCI”) or fair value through profit or loss (“FVTPL”). The classification depends on both the business model for managing the financial assets and their contractual cash flow characteristics. With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price determined under IFRS 15.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (“SPPI”)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.
The Company’s business model for managing financial assets refers to how it manages its financial assets to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.
On initial recognition, financial liabilities are classified as measured at either amortised cost or FVTPL. The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments.
Subsequent measurement - Financial assets at fair value through profit and loss
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated as hedging instruments in an effective hedge, or financial assets mandatorily required to be measured at fair value. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in the statement of profit or loss except to the extent they are subject to hedge accounting.
Derecognition
A financial asset is primarily derecognised when:
• The rights to receive cash flows from the asset have expired or
• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a
Page 18

 
HELIX MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

‘passthrough’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
Impairment of financial assets
The Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss.
All ECLs within the Company are recognised as stage 1, as there are only credit exposures for
which there has not been a significant increase in credit risk since initial recognition, ECLs are
provided for credit losses that result from default events that are possible within the next 12-months
(a 12-month ECL).

When assessing whether there has been a significant increase in credit risk management have used
qualitative elements such as changes to the economy, late payment of interest, whether interest has
been waived and whether there has been evidence from internal reporting to indicate economic
performance would be worse than expected.

In calculating the ECL the outstanding net exposure was discounted using the effective interest rate.
A recovery rate of 40% is applied to arrive at the ECL.

The ECL calculated for the year ended 31 March 2025 of £0.5m (2024: £0.8m) is not considered material. Therefore it has not been posted to the financial statements and is not reconciled. if the default rate were to increase by 0.2%, then the ECL would increase to £2.3m.

Subsequent measurement - financial liabilities
Financial liabilities at fair value through profit or loss include financial liabilities held for trading. Gains or losses on liabilities held for trading are recognised in the statement of profit or loss. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

  
2.5

Interest receivable and interest payable

Other interest receivable comprises interest receivable from loans to fellow Group undertakings. Interest receivable is recognised in the profit and loss account as it accrues using the effective interest rate method.
Interest payable is recognised in the profit and loss account as it accrues using the effective interest rate method.
Finance charges, including premiums payable on settlement or redemptions and direct issue costs are accounted for on an accruals basis and taken to the profit and loss account using the effective interest rate method and are added to the carrying value of the instrument to the extent that they are not settled in the period in which they arise.

Page 19

 
HELIX MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

  
2.6

Investment in subsidiaries

Investments in subsidiaries are accounted for at cost less impairment. The carrying value of these investments is reviewed annually by the Directors to determine whether there has been any impairment to their carrying values.

  
2.7

Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. The following timing differences are not provided for:
• differences between accumulated depreciation and tax allowances for the cost of a fixed asset if and when all conditions for retaining the tax allowances have been met; and
• differences relating to investments in subsidiaries to the extent that it is not probable that they will reverse in the foreseeable future and the reporting entity is able to control the reversal of the timing difference.
Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense.
Deferred tax is provided in respect of the additional tax that will be paid or avoided on differences between the amount at which an asset (other than goodwill) or liability is recognised in a business combination and the corresponding amount that can be deducted or assessed for tax. Goodwill is adjusted by the amount of such deferred tax.
Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax balances are not discounted.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that is it probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Page 20

 
HELIX MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

  
2.8

Dividends

Dividends payable
Dividends are recorded in the financial statements in the period in which they are approved by the Company’s shareholders.
Dividends receivable
Dividends receivable from subsidiary undertakings are recorded in profit or loss in the period in which they are received.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.
Provision for expected credit losses of trade receivables and contract assets
The Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss.
All ECLs are recognised as stage 1, as they related to credit exposures for which there has not been a
significant increase in credit risk since initial recognition, ECLs are therefore provided for credit losses
that result from default events that are possible within the next 12-months (a 12-month ECL). In the event
that there was a significant increase in credit risk, a loss allowance would be recognised over the
remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL). There are no
ECLs currently held at stage 2 by the Company.
In calculating an ECL on intercompany balances management have determined that the default risk on the loan has not increased significantly since recognition. Please refer to the sensitivity analysis within note 2.
Critical judgements in applying the Company’s accounting policies
The Directors do not consider there to be any critical judgments involved in the application of the accounting policies for the preparation of the financial statements.


See the ultimate parent company accounts, Betjeman Holdings JvCo Limited, for an analysis of the adoption of new and revised standards.


4.


Auditors' remuneration

The fees payable to the Company's auditor for the audit of the Company's financial statements of £4,771 (2024: £4,686) have been borne by another group company. There were no non-audit fees in the current or prior year. 



Page 21

 
HELIX MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

5.


Staff costs

The Company had no employees in the year (2024: none).





6.

Remuneration of directors

2025
2024
      £000
      £000
Directors' remuneration


176.0

160.0
 
Remuneration paid to the highest paid director


119.0

110.0
 

No pension contribution was paid in respect of any Director during the year (2024: £nil). 

The above discloses the total salaries of all Directors borne by HS1 Limited for the services performed across the Group.  No further allocation of salaries to each group company has been performed given HS1 Limited is the main operating company of the Group.


7.


Interest receivable and similar income

2025
2024
£m
£m


Interest receivable from parent undertaking
91.3
83.2

Interest receivable from subsidiary undertaking
59.9
61.3

151.2
144.5


8.


Interest payable and similar charges

2025
2024
£m
£m


Interest payable to parent undertaking
0.1
0.1

Interest payable to subsidiary undertaking
91.3
83.2

Interest payable to intermediary parent undertaking
59.8
61.2

151.2
144.5
Page 22

 
HELIX MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

9.


Taxation



Factors affecting tax charge for the year

The tax assessed for the year is the same as (2024 - the same as) the standard rate of corporation tax in the UK of 25% (2024 - 25%) as set out below:

2025
2024
£m
£m


Profit on ordinary activities before tax
-
2.2


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
-
0.5

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
-
(0.5)

Total tax charge for the year
-
-

The Company is not within the scope of the OECD Pillar Two model rules since the entity has no
overseas subsidiaries or branches, and has not met the threshold that would trigger any UK qualifying
minimum domestic taxes.


10.


Dividends



No dividends were paid respect of A shares (2024: £nil) or B shares (2024: £nil) in the year.
Page 23

 
HELIX MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

11.

Investment in subsidiary undertaking

2025
2024
£
£
Ordinary shares in Helix Bufferco Limited
994.0
994.0

The companies in which the Company’s interest at the year-end is more than 20% are as follows:




Company
Country of incorporation
Principal activity
Class and percentage of shares

Helix Bufferco Limited
UK
Holding Company
100% of A shares

40% of B shares

Helix Acquisition
UK
Holding Company
100% of A shares*

Limited
100% of B shares*

HS1 Limited
UK
Rail infrastructure
100% of A shares*

 operator
100% of B shares*

High Speed Rail
UK
Finance Company
100% of ordinary shares*

Finance (PLC)

High Speed Rail
UK
Finance Company
100% of ordinary shares*

Finance (1) PLC

CTRL (UK) Limited
UK
Dormant
100% of A shares *

100% of B shares *

High Speed One (HS1)
UK
Dormant
100% of ordinary shares*

Limited

* Shares held by a subsidiary undertaking

The registered office and principal place of business of all of the above companies is 5th Floor, Kings Place, 90 York Way, London, N1 9AG. 

The holders of A shares carry all voting rights with the exception of the rights to appoint Directors which are held by holders of the B shares.
In the opinion of the Directors the value of the investment is not less than the amount stated in the balance sheet and there are no indicators of impairment.
Page 24

 
HELIX MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

12.

Debtors: amounts falling due after one year


2025
2024

£m
£m

Amounts owed by parent undertakings
979.4
890.2

Amounts owed by subsidiary undertakings
608.6
618.1


1,588.0
1,508.3

During the year, the Company advanced £nil (2024: £nil) to Helix Holdings Limited, the immediate parent undertaking. This loan is a fixed rate loan and carries interest at 9.75%. It is repayable on demand. During the year, the Company with the agreement of Helix Holdings Limited capitalised accrued loan interest of £89.2m (2024: £80.8m) in accordance with the terms of the loan agreement.
The amount owed by the subsidiary undertaking due after more than one year relates to a 9.75% (2024: 9.75%) fixed rate loan to Helix Bufferco Limited repayable by agreement of both the borrower and lender. The Company expects to receive a repayment of £nil within the next 12 months (2024: £6.7m).



13.
Debtors: amounts falling due within one year


2025
2024

£m
£m

Amounts owed by parent undertakings
25.9
23.7

Amounts owed by subsidiary undertakings
16.7
17.0


42.6
40.7

The amounts owed by parent and subsidiary undertakings relate to accrued interest on the loans disclosed in note 12.



14.


Creditors: Amounts falling due within one year

2025
2024
£m
£m

Amounts due to subsidiary undertaking
26.5
24.2

Amounts due to parent undertakings
16.1
16.5

42.6
40.7


The amounts due to the parent and subsidiary undertaking relate to accrued interest on the loans disclosed in note 15.

Page 25

 
HELIX MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

15.


Creditors: Amounts falling due after more than one year

2025
2024
£m
£m

Amounts due to parent undertaking
1.0
1.0

Amounts due to subsidiary undertaking
979.4
890.2

Amounts due to intermediary undertaking (Loan notes)
607.6
617.1

1,588.0
1,508.3


The amount due to the parent undertaking after more than one year relates to a 9.75% (2024: 9.75%) fixed rate loan to Helix Holdings Limited repayable by agreement of both the borrower and lender. 

The amount due to intermediary undertaking after more than one year relates to a 9.75% (2024: 9.75%) fixed rate loan to Betjeman Holdings Limited repayable by agreement of both the borrower and lender. 
The amount due to the subsidiary undertaking relates to a 9.75% (2024: 9.75%) fixed rate loan to Helix Bufferco Limited repayable on demand. During the year, Helix Bufferco Limited, advanced £nil (2024: £nil) to the Company. This loan is a fixed rate loan and carries interest at 9.75%. It is repayable by the agreement of both the borrower and lender.
During the year the Company with the agreement of the Helix Bufferco Limited capitalised accrued loan interest of £89.2m (2024: £80.8m) in accordance with the terms of the loan agreement.


16.


Share capital

2025
2024
£
£
Authorised, Allotted, called up and fully paid



990 (2024 - 990) A shares of £1.00 each
990
990
10 (2024 - 10) B shares of £1.00 each
10
10

1,000

1,000

Holders of A shares and B shares are entitled to income distributions. The amount of distribution and the right to payment of the distribution need not be the same per each share class. In the event of liquidation, the surplus of assets, after the Company’s liabilities have been met, will be distributed to A shareholders and B shareholders to the sum of £1 in respect of each share held. Any remaining surplus will be distributed to A shareholders only.
The holders of A shares carry all voting rights with the exception of the rights to appoint Directors which are held by holders of the B shares.


Page 26

 
HELIX MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

17.


Reserves

Profit and loss account

This contains the balance of retained earnings to carry forward. Dividends are paid from this reserve


18.


Parent undertaking and controlling party

The Company’s immediate parent undertaking is Helix Holdings Limited, a company incorporated in Jersey.
The Company's intermediate parent is Betjeman Holdings Limited, a company incorporated in the United Kingdom. The Company’s ultimate parent undertaking is Betjeman Holdings JvCo Limited, a company incorporated in the United Kingdom.
The smallest group in which the results of the Company are consolidated is an intermediary parent Betjeman Holdings Limited.
The largest group in which the results of the Company are consolidated is the ultimate parent Betjeman Holdings JvCo Limited.
Copies of the consolidated financial statements of Betjeman Holdings Limited and Betjeman Holdings JvCo Limited are available from their registered office at 5th Floor, Kings Place, 90 York Way, London, N1 9AG.


19.


Subsequent events

There have been no events subsequent to the balance sheet date that require disclosure.

Page 27