Registered number: 10851742
FOR THE YEAR ENDED 31 MARCH 2026
BETJEMAN HOLDINGS MIDCO LIMITED
CONTENTS
BETJEMAN HOLDINGS MIDCO LIMITED
COMPANY INFORMATION
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.
The Directors, in preparing this strategic report, have complied with section 414C of the Companies Act 2006.
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.
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.
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.
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BETJEMAN HOLDINGS MIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
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.
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.
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:
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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.
This report was approved by the board and signed on its behalf.
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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.
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.
The directors who served during the period and up to the date of authorisation of the financial statements were as follows:
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.
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.
More information is provided in note 2.2 to these financial statements.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
Details of significant events since the balance sheet date are contained in note 19 to these financial statements.
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BETJEMAN HOLDINGS MIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
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.
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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
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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’):
∙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
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
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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’)) (< >)
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
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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:
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
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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
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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
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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)
Statutory Auditor
London, United Kingdom
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BETJEMAN HOLDINGS MIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
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BETJEMAN HOLDINGS MIDCO LIMITED
REGISTERED NUMBER: 10851742
BALANCE SHEET
AS AT 31 MARCH 2026
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:
The notes on pages 17 to 28 form part of these financial statements.
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BETJEMAN HOLDINGS MIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
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BETJEMAN HOLDINGS MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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.
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
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.
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.
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BETJEMAN HOLDINGS MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
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.
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.
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.
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BETJEMAN HOLDINGS MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
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
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.
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.
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.
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.
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.
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)
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.
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.
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.
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BETJEMAN HOLDINGS MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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.
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.
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.
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BETJEMAN HOLDINGS MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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BETJEMAN HOLDINGS MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
9.Taxation (continued)
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BETJEMAN HOLDINGS MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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The companies in which the Company held direct or indirect interest at the year end are:
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*Shares held by a subsidiary undertaking
Page 25
BETJEMAN HOLDINGS MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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).
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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.
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
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Amounts due from the subsidiary undertaking, relates to the interest due on the loan included in note 12.
Page 27
BETJEMAN HOLDINGS MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
Profit and loss account
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.
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.
Page 28