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Registered number: 07428762 HELIX MIDCO LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
HELIX MIDCO LIMITED CONTENTS
| Page
Company Information | 1
Strategic Report | 2 - 4
Directors' Report | 5 - 6
Directors' Responsibilities Statement | 7
Independent Auditor's Report | 8 - 10
Statement of Comprehensive Income | 11
Balance Sheet | 12
Statement of Changes in Equity | 13
Notes to the Financial Statements | 14 - 25
HELIX MIDCO LIMITED COMPANY INFORMATION
Directors | J Curley
| S Jones
| K Ludeman
| A Pitt
| A Leness
| M Osborne
| J Carter
Chairman | K Ludeman
Registered number | 07428762
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
HELIX MIDCO LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2026
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 2026. The Directors, in preparing this strategic report have complied with section 414C of the Companies Act 2006.
Principal activities
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.
Review of the business
The Company made a profit of £nil during the year (2025: profit of £nil). The Company’s net assets have remained £nil in 2026 (2025: £nil). The Company paid or proposed no dividends (2025: £nil) to holders of the A shares or B shares. 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 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 Helix 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
HELIX MIDCO LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2026
Principal risks and uncertainties
The Company has in place a formal 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, economic risk and credit 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.. 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. Economic risk 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. Going Concern The Company has prepared these financial statements on a going concern basis, as discussed in the Directors' Report. 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 Page 3
HELIX MIDCO LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2026 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: This report was approved by the Board and signed on its behalf.
................................................ J Carter Director
Date: 12 June 2026
Page 4
HELIX 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 uncertanties.
Result
The profit for the year, after taxation, amounted to £nil (2025: £nil).
Dividends
The Company paid no dividends during the year to holders of the A or B shares (2025: £nil).
Directors
The directors who served during the year and up to the date of the authorisation of the financial statements were:
J Curley
S Jones
K Ludeman
A Pitt
A Leness
M Osborne
J Carter
Directors indemnities
The Group maintains directors’ and officers’ liability insurance, 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 (31 March 2025: £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 5
HELIX MIDCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2026
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 the financial statements.
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: 12 June 2026
5th Floor, Kings Place
90 York Way
London
N1 9AG
Page 6
HELIX 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 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 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 12 June 2026 5th Floor, Kings Place 90 York Way London N1 9AG Page 7
HELIX MIDCO LIMITED INDEPENDENT AUDITOR'S 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 2026 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; ∙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. Page 8
HELIX MIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HELIX MIDCO LIMITED 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 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 regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements. Page 9
HELIX MIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HELIX MIDCO LIMITED 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: ∙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 12 June 2026 Page 10
HELIX MIDCO LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2026
| 2026 | 2025
Note | £m | £m
Turnover |  | - | -
Operating profit |  | - | -
Interest receivable and similar income | 7 | 157.8 | 151.2
Interest payable and similar expenses | 8 | (157.8) | (151.2)
Profit before taxation |  | - | -
Tax on profit | 9 | - | -
Profit for the financial year |  | - | -
Other comprehensive income: |  |  |
Total comprehensive income for the year |  | - | -
The notes on pages 14 to 25 form part of these financial statements.
All activities of the Company in the current and preceding year relate to continuing operations.
Page 11
HELIX MIDCO LIMITED REGISTERED NUMBER: 07428762 BALANCE SHEET AS AT 31 MARCH 2026
| 2026 | 2025
Note | £m | £m
Fixed assets |  |  |
Investment in subsidiary undertaking | 11 | - | -
Debtors: amounts falling due after more than one year | 12 | 1,651.9 | 1,588.0
|  | 1,651.9 | 1,588.0
Current assets |  |  |
Debtors: amounts falling due within one year | 13 | 44.3 | 42.6
|  | 44.3 | 42.6
Creditors: amounts falling due within one year | 14 | (44.2) | (42.6)
Net current assets |  | 0.1 | -
Total assets less current liabilities |  | 1,652.0 | 1,588.0
Creditors: amounts falling due after more than one year | 15 | (1,652.0) | (1,588.0)
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: 12 June 2026
The notes on pages 14 to 25 form part of these financial statements. Page 12
HELIX MIDCO LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2026
| Called up share capital | Total equity
| £m | £m
At 1 April 2024 | - | -
Total comprehensive loss for the year | - | -
At 1 April 2025 | - | -
Total comprehensive loss for the year | - | -
At 31 March 2026 | - | -
| The notes on pages 14 to 25 form part of these financial statements.
Page 13
HELIX MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
1. | General information
Helix 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 primary 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 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. 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”; 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 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 14
HELIX 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. The Company has intercompany loans that which are repayable with the agreement of both the borrower and lender, and are not expected to be recalled in the 12 months following the authorisation of these financial statements. The Group has prepared a range of forecast scenarios to reflect the impact of 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. Under all the cases the Company can meet its covenants, has sufficient liquidity, and is able to pay its scheduled borrowing repayments 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. 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. Page 15
HELIX MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.3 | 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 16
HELIX 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. 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 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 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 2026 of £0.6m (2025: £0.5m) 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 £2.4m. 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.
| 2.4 | Interest receivable and interest payable
Other 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. Page 17
HELIX MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.5 | 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 if there has been any impairment.
| 2.6 | 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.
| 2.7 | 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 18
HELIX MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
3. | Judgements 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. 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.
4. | Auditor's remuneration
| The fees payable to the Company's auditor for the audit of the Company's financial statements of £4,962 (2025: £4,771) have been borne by another group company. There were no non-audit fees in the current or prior year.
5. | Staff costs
| The Company had no employees in the year (2025: none).
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HELIX MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
6. | Remuneration of directors
|  | 2026 | 2025
|  | £000 | £000
| Directors' remuneration | 180.0 | 176.0
| 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 parent undertaking | 100.4 | 91.3
| Interest receivable from subsidiary undertaking | 57.4 | 59.9
|  | 157.8 | 151.2
8. | Interest payable and similar charges
|  |  |  |  | 2026 | 2025
|  |  |  |  | £m | £m
| Interest payable to parent undertaking | 0.1 | 0.1
| Interest payable to subsidiary undertaking | 100.4 | 91.3
| Interest payable to intermediary parent undertaking | 57.3 | 59.8
|  | 157.8 | 151.2
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HELIX MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
9. | Taxation
| 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 | - | -
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%) | - | -
| 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 (2025: £nil) or B shares (2025: £nil) in the year.
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HELIX MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
11. | Investment in subsidiary undertaking
| 2026 | 2025
| £ | £
Ordinary shares in Helix Bufferco Limited | 994.0 | 994.0
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
| 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 22
HELIX MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
12. | Debtors: amounts falling due after one year
|  | 2026 | 2025
|  | £m | £m
| Amounts owed by parent undertakings | 1,077.1 | 979.4
| Amounts owed by subsidiary undertakings | 574.8 | 608.6
|  | 1,651.9 | 1,588.0
Amounts owed by parent undertaking relate to a 9.75% fixed interest loan to Helix Holdings Limited. The loan is repayable by the agreement of both the borrower and lender. During the year, the Company with the agreement of Helix Holdings Limited capitalised accrued loan interest of £97.8m (2025: £89.2m) in accordance with the terms of the loan agreement. The amount owed by the subsidiary undertakings relates to a 9.75% fixed rate loan to Helix Bufferco Limited repayable by agreement of both the borrower and lender.
13. | Debtors: amounts falling due within one year
|  | 2026 | 2025
|  | £m | £m
| Amounts owed by parent undertakings | 28.5 | 25.9
| Amounts owed by subsidiary undertakings | 15.8 | 16.7
|  | 44.3 | 42.6
The amounts owed by parent and subsidiary undertakings relate to the short term portion of the loans disclosed in note 12.
14. | Creditors: Amounts falling due within one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £m | £m
| Amounts due to subsidiary undertaking | 29.1 | 26.5
| Amounts due to parent undertakings | 15.1 | 16.1
|  | 44.2 | 42.6
| The amounts due to the parent and subsidiary undertaking relate to the short term portion of the loans disclosed in note 15.
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HELIX MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
15. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £m | £m
| Amounts due to parent undertaking | 1.0 | 1.0
| Amounts due to subsidiary undertaking | 1,077.2 | 979.4
| Amounts due to intermediate parent | 573.8 | 607.6
|  | 1,652.0 | 1,588.0
| The amount due to the parent undertaking relates to a 9.75% fixed rate loan to Helix Holdings Limited and is 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% fixed rate loan to Betjeman Holdings Limited and is repayable by agreement of both the borrower and lender. The amount due to the subsidiary undertaking relates to a 9.75% fixed rate loan to Helix Bufferco Limited. 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 £97.8m (2025: £89.2m) in accordance with the terms of the loan agreement.
16. | Share capital
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
|  | Authorised, Allotted, called up and fully paid |  |
|  | 990 (2025 - 990) A shares of £1.00 each | 990 | 990
|  | 10 (2025 - 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.
17. | Reserves
Profit and loss account This contains the balance of retained earnings to carry forward. Page 24
HELIX MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
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 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 25