Company registration number 11426022 (England and Wales)
HELIOS MIDCO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
HELIOS MIDCO LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 7
HELIOS MIDCO LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Non-current assets
Investments
4
5,121,070
5,121,070
Current assets
Trade and other receivables
6
2,000,000
2,000,000
Current liabilities
7
(2,052,544)
(3,645,736)
Net current liabilities
(52,544)
(1,645,736)
Total assets less current liabilities
5,068,526
3,475,334
Non-current liabilities
8
(1,972,224)
Net assets
3,096,302
3,475,334
Equity
Called up share capital
10
5,121,070
5,121,070
Retained earnings
(2,024,768)
(1,645,736)
Total equity
3,096,302
3,475,334
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 22 July 2026 and are signed on its behalf by:
R Brown
Director
Company registration number 11426022 (England and Wales)
HELIOS MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information
The principal activity of Helios Midco Limited ('the Company') is that of a holding company.
The Company is a private Company limited by shares and is incorporated in England and Wales.
The address of its registered office is Parbrook House, Natts Lane, Billingshurst, RH14 9EZ.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group headed by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
The following principal accounting policies have been applied:
1.2
Going concern
The directors have conducted a review and consider the business to be a going concern.true
The business has continued to invest in people, marketing and new products to drive growth, and we continue
to see the benefits of this investment in 2026. Further growth is expected for the rest of the year.
The directors have prepared forecasts which indicate that company will remain in a net asset position for the
foreseeable future.
Based on this, the directors believe at the time of signing these financial statements, that they should be
prepared on a going concern basis.
1.3
Non-current investments
Investments in subsidiaries are measured at cost less accumulated impairment.
1.4
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
HELIOS MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 3 -
Basic financial assets
Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.5
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
HELIOS MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
1.6
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Directors
7
6
3
Finance costs
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
379,032
343,016
4
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
5
5,121,070
5,121,070
HELIOS MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2025 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Helios Bidco Limited
Parbrook House, Natts Lane, Billingshurst, RH14 9EZ
Ordinary
100.00
Prime Light Electrical Limited
Parbrook House, Natts Lane, Billingshurst, RH14 9EZ
Ordinary
100.00
Emergency Lighting Products Limited
Parbrook House, Natts Lane, Billingshurst, RH14 9EZ
Ordinary
100.00
The investments in Prime Light Electrical Limited and Emergency Lighting Products Limited are held indirectly by virtue of the company's holding in Helios Bidco Limited.
6
Trade and other receivables
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
2,000,000
2,000,000
7
Current liabilities
2025
2024
Notes
£
£
Other loans
9
1,972,224
Amounts owed to group undertakings
34,159
34,159
Accruals and deferred income
2,018,385
1,639,353
2,052,544
3,645,736
8
Non-current liabilities
2025
2024
Notes
£
£
Other loans
9
1,972,224
The loan notes are unsecured and are repayable in full on the 11 December 2028. The loan notes accrue interest of 10.5% per annum.
HELIOS MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
9
Borrowings
2025
2024
£
£
Other loans
1,972,224
1,972,224
Payable within one year
1,972,224
Payable after one year
1,972,224
10
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1.00 each of 0p each
5,121,070
5,121,070
5,121,070
5,121,070
11
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Senior Statutory Auditor:
Michael Wedge FCA
Statutory Auditor:
BKL Audit LLP
Date of audit report:
22 July 2026
12
Financial commitments, guarantees and contingent liabilities
The company together with its group companies, Helios Topco Limited, Helios Bidco Limited, Prime Light Electrical Limited and Emergency Lighting Products Limited have provided a multilateral guarantee to its lenders to secure the lending in Prime Light Electrical Limited.
The company's lenders have a fixed and floating charge over the assets of the company.
13
Related party transactions
Where possible the company has taken advantage of the exemption conferred by section 33.1A of FRS 102 from the requirement to disclose transactions with other wholly owned group undertakings.
HELIOS MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
14
Ultimate controlling party
The ultimate parent undertaking is Helios Topco Limited, Copies of the group financial statements are available from its trading address, Parbrook House, Natts Lane, Billingshurst, RH14 9EZ.