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Registered Number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their Strategic Report for the year ended 31 December 2025.
Net profit for the year of £2,093,000 compared to the prior year loss of £1,698,000.
During the year, the investments in Helix Offshore Services Limited and Helix Offshore International Holdings S.a.r.l were impaired to their recoverable amounts. No dividends have been paid and shareholder’s funds have increased by £2,093,000 (2024 - decreased £1,698,000). The key financial and other performance indicators during the year are presented below:
The Company undertakes an annual management review of its performance and identifies those risks and issues that require to be mitigated and resolved to meet or exceed its year end qualitative and quantitative targets. The review sets performance indicators and objectives for the following year to mitigate risks that have threatened or have affected the Company's performance across previous years.
Areas of risk can be diversified into four main categories being commercial, contractual, financial and technical. There are no apparent commercial, contractual, financial or technical risks as the Company is non-trading and has no employees.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors recognise their duty to act in a way which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole in accordance with section 172 of the UK Companies Act 2006. The Directors’ section 172 duties are part of Board discussions. The Directors continue to have regard to the interest of the Company’s key stakeholders and, throughout the year, the Board and management engage with key stakeholders on items relevant to them. We set out below our key stakeholder groups, their material issues and how the Company engages with and considers the interest of each stakeholder group.
Investors and lenders The key areas of focus with regards to this stakeholder group is financial performance, strategy and capital allocation. Helix Energy Solutions (U.K.) Limited commits to maximising long-term shareholder value through clearly identifying risks, thorough planning and having effective internal controls in place. It is imperative that risks are understood and effectively managed to ensure that objectives are achieved. Although the Company has no external shareholders, the financial results are consolidated in the group results of the ultimate parent Company, Helix Energy Solutions Group, Inc. The group results are disclosed quarterly to the wider investor market, followed by a conference call with representatives from institutional shareholders to discuss group financial performance and strategy. Changes to the Company’s capital structure in order to optimise group liquidity or capital is ratified by the Company’s board of directors. Employees The Company has no employees. The Company directors' monitor the success of its subsidiaries and views having a diverse, skilled and positive employee group is for the benefit for the Company. Suppliers The Company does not trade thus has no suppliers aside from professional firms. The Company is reliant that subsidiaries adhere to the group anti corruption policy and conducting business only by lawful and ethical means. Compliance with contracts is key to enable long term supplier relationships being built by suppliers. Effective supplier management ensures that services to clients are provided in accordance with contracts, thus not compromising the Company investment in subsidiaries.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Customers Although the Company does not trade, the director's monitor the success of the Company by subsidiaries having effective and positive customer relationships. Subsidiaries only conduct business with clients that demonstrate their ability to pay for services through careful and regular financial analysis. Subsidiaries are committed to fulfilling contractual obligations by providing high quality services meeting customer requirements. The creation and evolution of customer relationships is key to the directors preserving their investment in these subsidiaries.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The profit for the year, after taxation, amounted to £2,093,000 (2024 - loss £1,698,000).
The profit for the year has been transferred to the profit and loss reserve. No dividends were paid or received during the year (2024 - £NIL).
The directors who served during the year were:
The auditor, AAB Audit & Accountancy Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HELIX ENERGY SOLUTIONS (UK) LIMITED
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.
We have nothing to report in this regard.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HELIX ENERGY SOLUTIONS (UK) LIMITED (CONTINUED)
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 material misstatements in the Strategic Report or the Directors' Report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HELIX ENERGY SOLUTIONS (UK) LIMITED (CONTINUED)
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.
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 opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
∙compliance with relevant laws and regulations which may impact on the financial statements and those that the company needs to comply with for the purpose of trading;
∙management judgements applied in calculating impairment charges;
∙management override of controls to manipulate the Company's key performance indicators to meet targets.
We discussed these risks with client management, designed audit procedures to address these risk including:
∙reviewed internal documentation and correspondence with regulator for evidence or irregularities;
∙consideration of the assumptions applied whether the judgements applied in calculation of provisions were appropriate;
∙reviewed areas of judgements and tested a sample of journal entries for indicators of management bias;
∙performed analytical procedures to identify any unusual or unexpected relationships which may be an indication of material misstatement due to fraud.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HELIX ENERGY SOLUTIONS (UK) LIMITED (CONTINUED)
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.
for and on behalf of
Statutory Auditor
Kingshill View
Prime Four Business Park
Kingswells
AB15 8PU
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 23 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Helix Energy Solutions (U.K.) Limited (the “Company”) is a private company incorporated, domiciled and registered in Scotland in the UK. The registered number is SC292262 and the registered address is 13 Queen's Road, Aberdeen, AB15 4YL.
The financial statements are presented in Sterling, which is the functional currency, and are rounded to the nearest thousand pounds (£'000).
2.Accounting policies
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment
∙the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held For Sale and Discontinued Operations
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of IAS 7 Statement of Cash Flows
∙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
∙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 information is included in the consolidated financial statements of Helix Energy Solutions Group, Inc. as at 31 December 2025 and these financial statements may be obtained from 400 N. Sam Houston Parkway E., Suite 400, Houston Texas, 77060 3500.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
At 31 December 2025, the Company has net current assets of £113,794,000 and a profit for the year of £2,093,000 (2024 - loss £1,698,000) following investments being revalued to their recoverable amounts by £2,099,000. The Company maintains net assets of £690,529,000 with no external borrowings, therefore the financial statements have been prepared on a going concern basis.
The directors have considered the position of the Company for a period not less than twelve months from the date of approval of these financial statements, and they are not aware of any circumstances that would alter the position of this Company as an intermediary holding company for the Group. The directors have considered the financial position of the group and parent company, and they have considered that the parent company has the ability to continue with this support. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so. Conclusively, the directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The carrying amounts of the Company’s non financial assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
The recoverable amount of an asset or cash generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash generating unit”). An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value. Financial assets All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets. Financial liabilities and equity Financial instruments issued by the Company are treated as equity only to the extent that they meet the following two conditions: (a) they include no contractual obligations upon the Company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company; and (b) where the instrument will or may be settled in the Company’s own equity instruments, it is either a non derivative that includes no obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments. To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Company’s own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The following estimate has had the most significant effect on amounts recognised in the financial statements: Impairment of investments The Company includes investments within the financial statements at cost less provision for impairment. The carrying value is reviewed for impairment if events or changes in circumstances indicate that the carrying value may not be recoverable, and is written down immediately to its recoverable amount. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
There were no factors that may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Subject to shareholder approval, Hornbeck and Helix shareholders will own 55% and 45% of the company respectively. The transaction is expected to close later in 2026. The strategic combination will create a recognised leader in offshore operations through a diversified and expanded high specification fleet of specialised vessels, supported by subsea robotics, well intervention and technical service capabilities across several sectors.
The Company’s immediate parent company is Helix International Group Holdings (UK) Limited, a company registered in United Kingdom. The Company's ultimate parent company is Helix Energy Solutions Group, Inc., a company incorporated in the United States.
The largest and smallest group in which the results of the Company are consolidated is that headed by Helix Energy Solutions Group, Inc. The consolidated accounts of this company are available to the public and may be obtained from 400 N. Sam Houston Parkway E., Suite 400, Houston Texas, 77060-3500.
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