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Registered number: 10851742 BETJEMAN HOLDINGS MIDCO LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
BETJEMAN HOLDINGS MIDCO LIMITED CONTENTS
| Page
Company Information | 1
Strategic Report | 2 - 4
Directors' Report | 5 - 6
Directors' Responsibilities Statement | 7
Independent Auditor's Report | 8 - 13
Statement of Comprehensive Income | 14
Balance Sheet | 15
Statement of Changes in Equity | 16
Notes to the Financial Statements | 17 - 28
BETJEMAN HOLDINGS MIDCO LIMITED COMPANY INFORMATION
Directors | S Jones
| K Ludeman
| A Pitt
| A Leness
| M Osborne
| J Carter
| R Gurney-Read
Chairperson | K Ludeman
Registered number | 10851742
Registered office | 5th Floor Kings Place
| 90 York Way
| London
| N1 9AG
Independent auditor | Deloitte LLP
| Statutory Auditor
| 2 New Street Square
| London
| United Kingdom
| EC4A 3BZ
Company Secretary | C Gould
Page 1
BETJEMAN HOLDINGS MIDCO LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2026 The Directors present their Annual Report on the affairs of Betjeman Holdings Midco Limited (the 'Company') together with the audited financial statements for the year ended 31 March 2026. The Directors, in preparing this strategic report, have complied with section 414C of the Companies Act 2006.
Principal activities
The Company is a wholly owned subsidiary of Betjeman Holdings JvCo 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 Company also exists to administer the Group's debt strategy, and holds the Group's debt with its shareholders, this debt is listed on the International Stock Exchange. The Directors do not anticipate any changes to the activities of the Company in the foreseeable future.
Review of the business
The Company made a profit of £nil during the year (2025: profit of £2.0m). The net assets of the Company are £335.5m (2025: £335.5m). The Company paid dividends of £nil during the year (2025: £1.2m). The Directors believe that an understanding of the company’s performance and financial position is more meaningful when assessed on a group-wide basis. Accordingly, reference should be made to the key performance indicators presented in the Annual Report of Betjeman Holdings JVCo Limited, as referred to in note 18 to these financial statements. Future Developments The Directors consider that reference to the accounts of HS1 Limited provides the most appropriate basis for understanding future developments, as HS1 Limited is the principal trading company of the Group, while Betjeman Holdings Midco Limited exists to administer the Group’s debt-raising strategy. Key performance indicators The performance of the Company is reflected in the consolidated financial statements of Betjeman Holdings JvCo Limited (the “Group”). The Directors of the Group manage the business on a divisional basis and monitor performance against the Group’s strategy using a range of key performance indicators (“KPIs”). Accordingly, the Company’s Directors consider that a separate analysis of KPIs at Company level is neither necessary nor appropriate for an understanding of the development, performance and position of the Company’s business. A discussion of the Group’s KPIs is included in the Group’s Annual Report and Financial Statements for the year ended 31 March 2026, which do not form part of this report. The Group’s Annual Report is available at the address detailed in note 18 to these financial statements. Page 2
BETJEMAN HOLDINGS MIDCO LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2026
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, liquidity risk, credit risk and economic risk. The Board of Directors regularly reviews these risks. More information on the management of risks and uncertainties is provided in the financial statements of the ultimate parent noted above. Interest rate risk Interest rate risk is the risk that fluctuations in interest rates could result in volatility in interest payable and receivable. The Company has no floating interest rate financial assets or financial liabilities. As the interest on all of the Company’s financial instruments is fixed there is no interest rate 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 exposure to liquidity risk is low as: • The Company’s financial obligations relating to the listed bonds are equally matched by the receipts on the loans to the Group undertakings; • The Group continues to provide financial support to the Company; and • The Group has adequate resources to meet its financial obligations as they fall due. Credit risk Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet contractual obligations. All loans are to Group undertakings. Management have assessed the qualitative factors under IFRS 9 and have determined that the credit risk is low. Economy Economic risk could include failure to adapt to structural change. The Group monitors potential long-term shifts in the economy that could impact the business, such as travel, commuting, home working and internet shopping. 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 positions 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, as well as 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 as demonstrated below. How we engage and foster relationships with some of our key stakeholders: Page 3
BETJEMAN HOLDINGS MIDCO LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2026 Going Concern The Directors have prepared these financial statements on a Going Concern basis, as discussed in the Directors Report.
Approval
This report was approved by the board and signed on its behalf.
................................................ J Carter Director
Date: 23 June 2026
Page 4
BETJEMAN HOLDINGS MIDCO LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 MARCH 2026 The directors present their report and the financial statements for the year ended 31 March 2026.
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 and principal risks and uncertainties.
Directors
The directors who served during the period and up to the date of authorisation of the financial statements were as follows:
S Jones
K Ludeman
A Pitt
A Leness
M Osborne
J Carter
R Gurney-Read
Directors indemnities
The Group maintains directors’ and officers’ liability insurance, 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 share capital of the Company or of any other company within the Betjeman Holdings JvCo Limited Group.
Political donations
Political donations during the year were £nil (2025: £nil).
Going concern basis
The Directors have considered the use of the going concern basis in the preparation of these financial statements in light of the current economic conditions and concluded that this remains appropriate. More information is provided in note 2.2 to these financial statements.
Disclosure of information to auditor
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 these financial statements. Page 5
BETJEMAN HOLDINGS MIDCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2026
Auditor
Deloitte have indicated their willingness to be re-appointed for another term and appropriate arrangements have been put in place for them to be deemed reappointed in the absence of an Annual General Meeting. This report was approved by the Board and signed on its behalf.
................................................ J Carter Director
Date: 23 June 2026
5th Floor Kings Place
90 York Way
London
N1 9AG
Page 6
BETJEMAN HOLDINGS MIDCO LIMITED DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 MARCH 2026 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements of the Company 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 judgements 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 2006. They 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 Date: 23 June 2026 5th Floor Kings Place 90 York Way London N1 9AG Page 7
BETJEMAN HOLDINGS MIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BETJEMAN HOLDINGS MIDCO LIMITED Report on the audit of the financial statements 1.Opinion In our opinion the financial statements of Betjeman Holdings Midco Limited (the ‘company’): ∙give a true and fair view of the state of the company’s affairs as at 31 March 2026 and of its profit 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). 2.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 as applied to listed entities, 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. 3.Summary of our audit approach
Key audit matter | The key audit matter that we identified in the current year is: ∙Impairment of debtors (valuation of expected credit loss (‘ECL’)). Within this report, the key audit matter is identified as follows: (< >) Similar level of risk
Materiality | The materiality that we used in the current year was £3.5 million. This was based on 0.5% of total assets.
Scoping | Audit work to respond to the risks of material misstatement was performed directly by the audit engagement team.
Significant changes in our approach | There have been no changes to our audit approach.
4.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. Our evaluation of the directors’ assessment of the company’s ability to continue to adopt the going concern basis of accounting included: ∙obtaining an understanding of relevant controls around the going concern assessment, including management review controls; ∙assessing the key assumptions made by the directors to capture potential downside risks, including the associated macro-economic assumptions, with a particular focus on the headroom available for debt covenants servicing and the wider Betjeman Holdings Limited group’s (“the group”) cash resources, under Page 8
BETJEMAN HOLDINGS MIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BETJEMAN HOLDINGS MIDCO LIMITED severe but plausible stress scenarios; ∙assessing the group’s lending facilities, their availability and compliance with covenants; ∙considering how climate change risks would impact the key assumptions used in the going concern assessment, and ∙evaluating the appropriateness of the financial statement disclosures in respect of going concern. 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. 5.Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 5.1 Impairment of debtors (valuation of expected credit loss (‘ECL’)) (< >)
Key audit matter description | Debtors from group undertakings are stated in the balance sheet at £701.0 million, including £689.1 million in debtors falling due in more than one year (note 12) and £11.9 million in debtors falling due within one year (note 13) (2025: £715.2 million, including £703.1 million in debtors falling due in more than one year (note 12) and £12.1 million in debtors falling due within one year (note 13)) and these represent 68% (2025: 69%) of the total assets of the company. An ECL provision of £0.9m has been recorded against these assets (2025: £0.9m). We consider impairment of debtors a key audit matter due to the material level of intercompany debtors held on the company’s balance sheet and significant judgements used in valuation of ECL. The valuation of an ECL provision depends on a variety of factors including credit default rates and the probability of default, which are the focus of this key audit matter. Further details are included within the accounting policy judgements (note 3) and notes 12 and 13 to the financial statements.
How the scope of our audit responded to the key audit matter | We obtained an understanding of relevant controls related to the valuation of the ECL provision. We challenged management’s valuation of the ECL provision by assessing the key assumptions used in the valuation of the ECL including assessing the credit default rates and the probability of default to external benchmarks. We also evaluated the appropriateness of the financial statement disclosures in respect of ECL.
Key observations | Based on the work performed we concluded that the ECL provision is appropriately stated.
6.Our application of materiality 6.1 Materiality We define materiality as the magnitude of misstatement in the financial statements that makes it probable that Page 9
BETJEMAN HOLDINGS MIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BETJEMAN HOLDINGS MIDCO LIMITED the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Materiality | £3.5 million
Basis for determining materiality | 0.5% of total assets.
Rationale for the benchmark applied | We determined materiality based on total assets as this is the key metric used by management, investors, analysts and lenders, with shareholder value being driven by total asset value.
Performance materiality We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole. Performance materiality was set at 70% of materiality for the 2026 audit. In determining performance materiality, we considered the following factors: our risk assessment, including our assessment of the company's overall control environment, and our past experience of the audit, which has indicated a low number of corrected and uncorrected misstatements in prior periods. Our audit procedures were performed to a lower performance materiality of £1.58 million (equivalent to 45% of company materiality) as a result of the company being a component of the Betjeman Holdings JVCO Limited group audit. 6.2 Error reporting threshold We agreed with the Audit and Finance Committee (“the Committee”) that we would report to the Committee all audit differences in excess of £175,000, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit and Finance Committee on disclosure matters that we identify when assessing the overall presentation of the financial statements. 7.An overview of the scope of our audit 7.1 Scoping Our audit was scoped by obtaining an understanding of the entity and its environment, including internal control, and assessing the risks of material misstatement. Audit work to respond to the risks of material misstatement was performed directly by the audit engagement team. 7.2 Our consideration of the control environment We have obtained an understanding of the relevant controls such as those relating to the financial reporting cycle and those in relation to our key audit matter. We did not rely on controls for the company audit as the control environment is predominantly manual in nature. 7.3 Our consideration of climate-related risks In planning our audit, we made enquiries of management to understand the extent of the potential impact of climate change risk on the company’s financial statements. We considered how climate change risks would impact the assumptions made in the going concern assessment. The directors have assessed that there is currently no material impact arising from climate change on the judgements and estimates. This is disclosed in note 2.2 to the financial statements. 8.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 Page 10
BETJEMAN HOLDINGS MIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BETJEMAN HOLDINGS MIDCO LIMITED 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 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. 9.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. 10.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. 11.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. 11.1 Identifying and assessing potential risks related to irregularities In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: ∙the nature of the industry and sector, control environment and business performance including the design of the company’s remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets; ∙results of our enquiries of management, the directors and the Audit and Finance Committee about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s sector; ∙any matters we identified having obtained and reviewed the company’s documentation of their policies and procedures relating to: ∙identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; ∙detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; ∙the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; ∙the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. As a result of these procedures, we considered the opportunities and incentives that may exist within the Page 11
BETJEMAN HOLDINGS MIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BETJEMAN HOLDINGS MIDCO LIMITED organisation for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation. In addition, we considered provisions of other laws and regulations that 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. 11.2 Audit response to risks identified As a result of performing the above, we did not identify any key audit matters related to the potential risk of fraud or non-compliance with laws and regulations. Our procedures to respond to risks identified included the following: ∙reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; ∙enquiring of management, the Committee and in-house legal counsel concerning actual and potential litigation and claims; ∙performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; ∙reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with HMRC; and ∙in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Report on other legal and regulatory requirements 12. 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. 13. Matters on which we are required to report by exception 13.1 Adequacy of explanations received and accounting records Under the Companies Act 2006 we are required to report to you if, in our opinion: ∙we have not received all the information and explanations we require for our audit; or ∙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. ∙ We have nothing to report in respect of these matters. 13.2 Directors’ remuneration Page 12
BETJEMAN HOLDINGS MIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BETJEMAN HOLDINGS MIDCO LIMITED Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not been made. We have nothing to report in respect of this matter. 14. 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 23 June 2026 Page 13
BETJEMAN HOLDINGS MIDCO LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2026
| 2026 | 2025
Note | £m | £m
Turnover |  | - | -
Reversal of provision for expected credit losses | 12 | - | 0.8
Operating Profit |  | - | 0.8
Interest receivable and similar income | 7 | 48.1 | 49.0
Interest payable and similar expenses | 8 | (48.1) | (49.0)
Dividend income | 10 | - | 1.2
Profit before taxation |  | - | 2.0
Tax on profit | 9 | - | -
Profit for the financial year |  | - | 2.0
Other comprehensive income: |  |  |
Total comprehensive income for the year |  | - | 2.0
The notes on pages 17 to 28 form part of these financial statements.
All activities of the Company in the current and preceding year relate to continuing operations.
Page 14
BETJEMAN HOLDINGS MIDCO LIMITED REGISTERED NUMBER: 10851742 BALANCE SHEET AS AT 31 MARCH 2026
| 2026 | 2025
Note | £m | £m
Non-current assets |  |  |
Investments in subsidiary undertaking | 11 | 336.4 | 336.4
Debtors: amounts falling due after more than one year | 12 | 688.2 | 702.2
|  | 1,024.6 | 1,038.6
Current assets |  |  |
Debtors: amounts falling due within one year | 13 | 11.9 | 12.1
Current liabilities |  |  |
Creditors: amounts falling due within one year | 14 | (11.9) | (12.1)
Net current assets |  | - | -
Total assets less current liabilities |  | 1,024.6 | 1,038.6
Creditors: amounts falling due after more than one year | 15 | (689.1) | (703.1)
Net assets |  | 335.5 | 335.5
Capital and reserves |  |  |
Called up share capital | 16 | 333.0 | 333.0
Profit and Loss Account | 17 | 2.5 | 2.5
Shareholders' funds |  | 335.5 | 335.5
The financial statements of Betjeman Holdings Midco Limited (registered number: 10851742) were approved and authorised for issue by the Board of Directors and were signed on its behalf by:
................................................ J Carter
Director
Date: 23 June 2026
The notes on pages 17 to 28 form part of these financial statements. Page 15
BETJEMAN HOLDINGS MIDCO LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2026
| Called up share capital | Profit and loss account | Total equity
| £m | £m | £m
At 1 April 2024 | 333.0 | 1.7 | 334.7
Comprehensive profit for the year |  |  |
Profit for the year | - | 2.0 | 2.0
Total comprehensive profit for the year | - | 2.0 | 2.0
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (1.2) | (1.2)
At 1 April 2025 | 333.0 | 2.5 | 335.5
Comprehensive profit for the year |  |  |
Profit for the year | - | - | -
Total comprehensive profit for the year | - | - | -
At 31 March 2026 | 333.0 | 2.5 | 335.5
| The notes on pages 17 to 28 form part of these financial statements.
Page 16
BETJEMAN HOLDINGS MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
1. | General information
Betjeman Holdings Midco Limited (the “Company”) is a private company limited by shares, and incorporated and domiciled in the United Kingdom under Companies Act 2006 and registered in England and Wales. The 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 Pound Sterling, which is the currency of the principal economic environment in which the Company operates. All values are rounded to the nearest million pounds except when otherwise indicated. The nature of the Company's operations and its 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 financial statements as it is a wholly owned subsidiary of Betjeman Holdings JvCo Limited. 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 2026. 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”; i. the requirements of paragraphs 30 and 31 of IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”; e) the requirements of paragraph 17 of IAS 24 “Related Party Disclosures”; and f) 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; and g) the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 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. See the ultimate parent company accounts, Betjeman Holdings JvCO Limited, for an analysis of the adoption of new and revised standards. Page 17
BETJEMAN HOLDINGS MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.2 | Going concern
The Company exists to administer the debt raising strategy for the Betjeman Holdings JvCo Limited group, as well as act as an intermediate holding company. The main trading company of the Betjeman Holdings JvCo Limited group is HS1 Limited, a company that holds the concession to operate, maintain and renew the high speed rail line connecting London’s St Pancras International Station to Europe via the Channel Tunnel. At 31 March 2026, the Company has net current assets but is dependent on the performance of HS1 Limited, as the operating company in the Group, to repay its liabilities as they fall due. The Group has prepared a range of forecast scenarios to reflect the impact of 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, managing with working capital interventions if required, and have sufficient liquidity to operate. The financial statements have accordingly been prepared on a going concern basis. The Company also considered climate change in its going concern analysis. The Company does not consider this to be material to the Company, including during the going concern assessment period, i.e. 12 months following the signing of the financial statements. 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. 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 financial statements only to the extent that dividends have been declared. Page 18
BETJEMAN HOLDINGS MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 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 19
BETJEMAN HOLDINGS MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 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. ECLs are recognised in one stage. For credit exposures where there has not been a significant increase in credit risk versus initial recognition, ECLs are provided for credit losses based on probability of default 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 a comparable market average default rate which is provided by a third-party expert. A recovery rate of 40% (2025: 40%) is applied to arrive at the ECL. 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
Interest receivable comprises interest receivable from loans to fellow Group undertakings. Interest receivable and 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.
| 2.6 | Investment in subsidiaries
Investments in subsidiaries are accounted for at historic cost. The carrying value of these investments is reviewed annually by the Directors to determine whether there has been any impairment. Page 20
BETJEMAN HOLDINGS MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 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.
| 2.8 | Dividends
Dividends payable Dividends payable 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. Page 21
BETJEMAN HOLDINGS MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
3. | Critical Accounting Judgements 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 relate 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 Group. In calculating an ECL on intercompany balances management have determined whether the default risk on the loan has not increased significantly since recognition. Please refer to Note 12 for more information. Impairment of investments Investments are tested for impairment where there are financial or non-financial indicators that the carrying value of investments may be greater than the expected recoverable amount (higher of present value of cash flows or fair value less costs of disposal). Judgement is required to determine whether such indicators exist. Director's made significant judgements and estimates when determining the future cash flows, which are the most significant factor in determining the net realisable value of investments. The basis of this calculation was a board reviewed 5-year business plan and longer-term forecasts. Key assumptions in the cash flow forecasts are train paths and the discount rate. A business plan has been prepared by the Directors, reflecting the recovery of future train path forecasts. Judgement is required in selecting a discount rate which reflects the Group's ("Betjeman Holdings Limited Group") risk profile. 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 beyond the judgements described above.
4. | Auditor's remuneration
| The fees payable to the Company's auditor for the audit of the Company's financial statements of £6,654 (2025: £6,398) have been borne by another group company.
Page 22
BETJEMAN HOLDINGS MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
5. | Staff costs
| The Company had no employees in the year (2025: nil).
6. | Remuneration of directors
|  | 2026 | 2025
|  | £000 | £000
| Directors' remuneration | 120.0 | 119.0
| Remuneration paid to the highest paid director | 120.0 | 119.0
| Directors' remuneration consists entirely of salary. 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
|  |  |  |  | 2026 | 2025
|  |  |  |  | £m | £m
| Interest receivable from subsidiary undertaking | 48.1 | 49.0
|  | 48.1 | 49.0
8. | Interest payable and similar charges
|  |  |  |  | 2026 | 2025
|  |  |  |  | £m | £m
| Interest payable on loan notes | 48.1 | 49.0
|  | 48.1 | 49.0
9. | Taxation
Page 23
BETJEMAN HOLDINGS MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 9.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is the same as (2025 - the same as) the standard rate of corporation tax in the UK of 25% (2025 - 25%) as set out below:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £m | £m
| Profit on ordinary activities before tax | - | 2.0
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%) | - | 0.5
| Effects of: |  |
| Income not taxable | - | (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
|  |  |  |  | 2026 | 2025
|  |  |  |  | £m | £m
| Dividends income from subsidiary | - | 1.2
| A dividend of £nil (2025: £1.2m) was paid to the Company's immediate parent, Betjeman Holdings JvCo, in the year.
Page 24
BETJEMAN HOLDINGS MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
11. | Investment in subsidiary undertaking
|  | 2026 | 2025
|  | £m | £m
| Betjeman Holdings Limited | 336.4 | 336.4
|  | 336.4 | 336.4
The companies in which the Company held direct or indirect interest at the year end are:
| Company | Country of incorporation | Principal activity | Class and percentage of shares
| Betjeman Holdings | UK | Holding Company | 100% of ordinary shares
| Limited |  |  |
| Helix Holdings Limited | Jersey | Holding Company | 100% of A shares*
|  |  |  | 100% of B shares
|  |  |  | 100% of C shares*
| Helix Midco Limited | UK | Holding Company | 100% of A shares*
|  |  |  | 60% of B shares
|  |  |  | 40% of B shares*
| Helix Bufferco Limited | UK | Holding Company | 100% of A shares*
|  |  |  | 60% of B shares
|  |  |  | 40% of B shares*
| Helix Acquisition Limited | UK | Holding Company | 100% of A shares*
|  |  |  | 60% of B shares
|  |  |  | 40% of B shares*
| HS1 Limited | UK | Rail infrastructure | 100% of A shares*
|  |  | operator | 60% of B shares
|  |  |  | 40% of B shares*
| High Speed Rail Finance | UK | Finance company | 100% of ordinary shares*
| plc |  |  |
| High Speed Rail Finance | UK | Finance company | 100% of ordinary shares*
| (1) plc |  |  |
| CTRL (UK) Limited | UK | Dormant | 100% of A shares*
|  |  |  | 60% of B shares
|  |  |  | 40% of B shares*
| High Speed One (HS1) | UK | Dormant | 100% of ordinary shares*
| Limited |  |  |
*Shares held by a subsidiary undertaking Page 25
BETJEMAN HOLDINGS MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
| Impairment of investments
The Directors note that the net liabilities of Betjeman Holdings Limited were £26.0m as at 31 March 2026, which is below the carrying amount of the investment of £336.4m therefore it was considered if it is necessary to recognise an impairment. The Directors note that Betjeman Holdings Limited is not a trading entity, and that the value of the Group lies in the concession asset recognised in HS1 Limited, the operating entity. The Directors determined that Group will be able to generate sufficient net cash flows over the remaining life of the concession arrangement and therefore its net realizable value is higher than the carrying value of the company's investment in the group, consequently no impairment has occurred at the year end. The carrying value of the concession assets within Betjeman Holdings Limited as at 31 March 2026 is £3,269.0m (2025: £3,413.9m). This figure represents the intangible licence asset of £1,150.8m (2025: £1,215.1m) and the financial asset of £2,118.2m (2025: £2,198.8m).
12. | Debtors: amounts falling due after one year
|  | 2026 | 2025
|  | £m | £m
| Amounts owed by subsidiary undertakings | 689.1 | 703.1
| Expected credit losses | (0.9) | (0.9)
|  | 688.2 | 702.2
On 5 September 2017, the Company advanced £580.0m to Betjeman Holdings Limited, a subsidiary undertaking. This loan is a fixed rate unsecured loan and carries interest at 7.0%, with interest payments occurring semi-annually. The loan can be redeemed by serving at least 7 days written notice, however no redemption is expected in the next twelve months. As discussed within the accounting policies, ECLs are calculated as Stage 1 ECLs, as there are only credit exposures for the Company which have not seen a significant increase in the credit risk since exposure. ECLs are therefore provided for credit losses that result from default events that are possible within the next 12 months (a 12-month ECL). An increase in the default rate of 0.2% would increase the ECL to £1.6m. Page 26
BETJEMAN HOLDINGS MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
13. | Debtors: amounts falling due within one year
|  | 2026 | 2025
|  | £m | £m
| Amounts owed by subsidiary undertaking | 11.9 | 12.1
|  | 11.9 | 12.1
Amounts due from the subsidiary undertaking, relates to the interest due on the loan included in note 12.
14. | Creditors: amounts falling due within one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £m | £m
| Loan note interest (note 15) | 11.9 | 12.1
|  | 11.9 | 12.1
15. | Creditors: amounts falling due after more than one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £m | £m
| Loan notes | 689.1 | 703.1
|  | 689.1 | 703.1
| On 5 September 2017, the Company subscribed to £580.0m Loan notes. These loan notes were subsequently admitted to the Official List of The International Stock Exchange, headquartered in Guernsey, on 21 December 2017. The Loan notes carry fixed rate interest of 7.0%, with interest payments occurring semi-annually. The loan notes can be redeemed by serving at least 7 days written notice, however no redemption is expected in the next twelve months. The loan notes have a maturity date of 31 December 2040. There was a repayment of £38.6m on the interest on this loan during the year, as well as the settlement of £9.8m of interest via the issue of a payment in kind ("PIK") note. The Company also made a repayment of £23.8m of the principal balance. This resulted in a net decrease in the loan balance of £14.0m.
Page 27
BETJEMAN HOLDINGS MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
16. | Share capital
|  |  |  |  | 2026 | 2025
|  |  |  |  | £m | £m
|  | Authorised, Allotted, called up and fully paid |  |
|  | 33,639,567,140 (2025 - 33,639,567,140) Ordinary shares of £0.0099 each | 333 | 333
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
In the opinion of the Directors, there is no one ultimate controlling party of the Group. The Group is jointly owned by a consortium comprised of HICL Infrastructure Company Limited (the listed infrastructure investment company, advised by InfraRed Capital Partners Limited), funds managed by Equitix Investment Management Limited and third party funds managed by InfraRed Capital Partners Limited. The Company’s parent undertaking is Betjeman Holdings JvCo Limited, a company incorporated in the United Kingdom. The smallest and largest group in which the results of the Company are consolidated is Betjeman Holdings JvCo Limited. Copies of the consolidated financial statements of Betjeman Holdings JvCo Limited are available from 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 28