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Registration number: 01529960

Swegon Limited

Annual Report and Financial Statements

for the Year Ended 31 December 2023

 

Swegon Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4 to 5

Statement of Directors' Responsibilities

6

Independent Auditor's Report

7 to 9

Profit and Loss Account and Statement of Retained Earnings

10

Balance Sheet

11

Notes to the Financial Statements

12 to 22

 

Swegon Limited

Company Information

Directors

Mr A McKay

Mr C Olin

Mr A Ö Wellstam

Mr S Rotgers

Registered office

5 Charter Point Way
Ashby-De-La-Zouch
Leicestershire
LE65 1NF

Auditors

Jordan & Company
Chartered accountants and statutory auditor
Knighton House
62 Hagley Road
Stourbridge
West Midlands
DY8 1QD

 

Swegon Limited

Strategic Report for the Year Ended 31 December 2023

The directors present their strategic report for the year ended 31 December 2023.

Principal activity

The principal activity of the company is the sale, installation and repair of ventilation and cooling systems to the HVAC, industrial and 'end user' market sectors.

Fair review of the business

Market overview

The company continues to expand its UK market share. The service and repair market has expanded in 2023, with growth in engineer headcount. Supply chain issues have improved significantly during the year. The filtration business export markets have developed strongly across both Europe and Middle East. The company acquired Dalair Limited, a manufacturer of modular AHU's in January 2023, further strengthening the groups presence in the UK.

Results

The results for the financial period and the financial position of the company are shown in the accompanying financial statements. Profit/(Loss) before taxation for the financial year ended 31st December 2023 was (£0.4 million) (2022: £5.6 million). Net assets as at 31st December 2023 were £21.4 million (2022: £24.1 million).

Review of business and future developments

The turnover of the company was £30.3 million (2022: £25.1 million). Gross profit was £11.1 million (2022- £9.4 million) at a margin of 36% (2022 - 36% ). The business continued to develop its market share in each of its product sections with new products in certain markets showing significant growth potential.

The company continues to improve processes, products, services and solutions as part of the performance of daily work. It seeks to achieve improvements in the cost, quality and service to customers and to strengthen performance through the evolution of systems, standards and tools.

 

Swegon Limited

Strategic Report for the Year Ended 31 December 2023

Principal risks and uncertainties

Any of the following could materially and adversely impact the results of operations of our business: loss of, or changes in, building automation or facility management supply contracts with our major customers; delays or difficulties in new product development; the introduction of similar or superior technologies; financial instability or market declines of our major or component suppliers; a significant decline in the construction of new commercial buildings requiring interior control systems; changes in energy costs or governmental regulations that would decrease the incentive for customers to update or improve their interior control systems; increased energy efficiency legislation requirements; and a decline in the outsourcing of facility management services.

The company requires risk management and operational policies and procedures to be implemented in all areas of the business. Furthermore, there is a robust supervision structure which allows management to account for the delivery of the company's contracts and to oversee relationships with its key stakeholders.

PROMOTING THE SUCCESS OF THE COMPANY

The directors' overarching duty is to promote the success of the company for the benefit of its shareholders, with consideration of stakeholders' interests, as set out in section 172. The board regards a well governed business as essential for the successful delivery of its principal activity.
The directors are aware of their duty under section 172 to act in the 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 and, in doing so, to have regard (amongst other matters) to:

a) the likely consequences of any decision in the long term;
b) the interests of the company's employees;
c) the need to foster the company's business relationships with suppliers, customers and others;
d) the impact of the company's operations on the community and the environment;
e) the desirability of the company maintaining a reputation for high standards of business conduct;
f) the need to act fairly as between members of the company.

The company is a UK subsidiary of Swegon Group AB, a subsidiary of Investment AB Latour (publ) quoted on the Swedish Stock Exchange. The company forms part of the Swegon division of Investment AB Latour (publ). The board of Swegon Group AB manages the group's operations on a global and countrywide basis. From the perspective of the board, as a result of the group governance structure, the matters that it is responsible for considering under section 172 have been considered to an appropriate extent by the group board in relation both to the group and to this entity. The board has also considered relevant matters where appropriate.

To the extent necessary for an understanding of the development, performance and position of the entity, the company's directors believe that the requirements of section 172 (1) (a) - (f) are discussed in detail in the Investment AB Latour (publ)'s 2023 Annual Report on pages [1] to [88] which does not form part of this report.

Approved by the Board on 11 October 2024 and signed on its behalf by:

.........................................
Mr A McKay
Director

   
     
 

Swegon Limited

Directors' Report for the Year Ended 31 December 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors of the company

The directors who held office during the year were as follows:

Mr A McKay

Mr C Olin

Mr R Vollert (ceased 30 September 2024)

Mr A Ö Wellstam

The following director was appointed after the year end:

Mr S Rotgers (appointed 1 October 2024)

Financial risk management

Credit risk

The company's policy is that the credit-worthiness of any prospective client, contractor, subcontractor, vendor, joint venture partner or any entity engaging in an economic transaction with the company must be evaluated to ascertain whether it has the financial capacity to enter into and perform its obligations under such transactions. This process is undertaken to ensure from a financial standpoint that any third party has the financial stability and strength necessary to fulfil its commitments to the company. The extent of the credit evaluation must be commensurate with the level of risk associated with the inability of the counterparty to perform under the contract.

Exchange rate risk

Potential exposure to currency exchange rate fluctuations is managed internally within the group. Consequently, exchange rate risk is not significant.

Price risk

The business is subject to market forces and will impact the prices for product and project management services.

Engagement with employees

From the perspective of the board, as a result of the group governance structure, the group board has taken the lead in carrying out the duties of a board in respect of the company's employees, including engaging with them, having regard to their interests and the effect of that regard (including on the principal decisions taken by the company during the financial year). The board of the company has also considered relevant matters where appropriate.

The board acknowledges that communication with employees is paramount and carries out regular employee briefings, newsletters, bulletin boards and quarterly town hall meetings with all employees across all the UK sites in the Group.

An explanation of how the group board has carried out these responsibilities (for the group and for the entity) is set out in Investment AB Latour (publ)'s 2023 Annual Report on pages [1] to [88], which does not form part of this report.

 

Swegon Limited

Directors' Report for the Year Ended 31 December 2023

Engagement with suppliers, customers and other relationships

Similarly, from the perspective of the board, as a result of the group governance structure, the group board has taken the lead in carrying out the duties of a board in respect of the company's other stakeholders. The board of the company has also considered relevant matters where appropriate. An explanation of how the directors on the group board have had regard to the need to foster the company's business relationships with suppliers, customers and others, and the effect of that regard, including on the principal decisions taken by the company during the financial year, is set out (for the group and for the entity) in Investment AB Latour (publ)'s 2023 Annual Report on pages [1] to [88], which does not form part of this report.

The company engages with stakeholder groups (customers, suppliers and partners, shareholders and investors, employees and society) in a variety of formal and informal settings. These range from meetings with local, regional, national and international groups to ongoing dialogues with our customers and consumers. The company is active within the regulator governance of its industries to promote improvements and compliance with standards.

The Board believes in the importance of conducting business responsibly. That means behaving ethically, respecting people and respective the environment. The company aims to maintain high standard of business conduct and stakeholder engagement and to ensure a positive impact on the community and environment in which it operates.

Going concern

Based on the internal forecasts and projections that take into account reasonably possible changes in the company' s trading performance, the directors believe that the company has adequate financial resources to continue in operation for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the company's financial statements.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Approved and authorised by the Board on 11 October 2024 and signed on its behalf by:
 

.........................................
Mr A McKay
Director

 

Swegon Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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). 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 apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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 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.

From the perspective of the board, as a result of the group governance structure,the group board has taken the lead in carrying out the duties of a board in respect of the company's employees, including engaging with them, having regard to their interests and the effect of that regard. The board of the company has also considered relevant matters where appropriate. An explanation of how the group board has carried out these responsibilities is set out in Investment AB Latour (publ)'s Annual Report on on pages 1 to 16, which does not form part of this report.

Similarly, from the perspective of the board, as a result of the group governance structure, the group board has taken the lead in carrying out the duties of a board in respect of the company's other stakeholders. The board of the company has also considered relevant matters where appropriate. An explanation of how the directors on the group board have had regard to the need to foster the company's business relationships with suppliers, customers and others, and the effect of that regard, including on on the principal decisions taken by the company during the financial year, is set out in Investment AB Latour (publ)'s Annual Report on pages 1 to 16 , which does not form part of this report.

The company engages with stakeholder groups including customers, suppliers and partners, shareholders and investors, employees and society in a variety of formal and informal settings. These range from meetings with the local, regional, national and international groups to ongoing dialogues with our customers and consumers. The board believes in the importance of conducting business responsibly. That means behaving ethically, respecting people and the respective environment. The company aims to maintain high standards of business conduct and stakeholder engagement and to ensure a positive impact on the community and environment in which it operates.

 

Swegon Limited

Independent Auditor's Report to the Members of Swegon Limited

Opinion

We have audited the financial statements of Swegon Limited (the 'company') for the year ended 31 December 2023, which comprise the Profit and Loss Account and Statement of Retained Earnings, Balance Sheet, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 December 2023 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.

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 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 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 director's 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 original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

Swegon Limited

Independent Auditor's Report to the Members of Swegon Limited

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 6], 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 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

 

Swegon Limited

Independent Auditor's Report to the Members of Swegon Limited

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than one resulting from error, as fraud may involove collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

We obtained an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

We also evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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.

......................................
Mark Jordan FCA (Senior Statutory Auditor)
For and on behalf of Jordan & Company, Statutory Auditor

Knighton House
62 Hagley Road
Stourbridge
West Midlands
DY8 1QD

11 October 2024

 

Swegon Limited

Profit and Loss Account and Statement of Retained Earnings for the Year Ended 31 December 2023

Note

2023
£

2022
£

Turnover

3

30,305,821

25,132,586

Cost of sales

 

(19,251,616)

(15,947,483)

Gross profit

 

11,054,205

9,185,103

Administrative expenses

 

(7,102,959)

(6,116,261)

Operating profit

4

3,951,246

3,068,842

Income from shares in group undertakings

 

4,500,000

3,000,000

Other interest receivable and similar income

71,146

-

Amounts written off investments

 

(6,407,648)

-

Interest payable and similar charges

5

(2,548,090)

(503,879)

 

(4,384,592)

2,496,121

(Loss)/profit before tax

 

(433,346)

5,564,963

Taxation

8

(237,378)

(487,635)

(Loss)/profit for the financial year

 

(670,724)

5,077,328

Retained earnings brought forward

 

23,933,320

18,855,992

Dividends paid

 

(2,000,000)

-

Retained earnings carried forward

 

21,262,596

23,933,320

 

Swegon Limited

(Registration number: 01529960)
Balance Sheet as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Tangible assets

9

76,407

11,624

Investments

10

76,201,201

49,126,956

 

76,277,608

49,138,580

Current assets

 

Stocks

11

413,099

794,714

Debtors

12

4,814,072

7,758,686

Cash at bank and in hand

 

1,565,292

1,473,524

 

6,792,463

10,026,924

Creditors: Amounts falling due within one year

14

(15,906,126)

(13,592,184)

Net current liabilities

 

(9,113,663)

(3,565,260)

Total assets less current liabilities

 

67,163,945

45,573,320

Creditors: Amounts falling due after more than one year

14

(45,701,349)

(21,440,000)

Net assets

 

21,462,596

24,133,320

Capital and reserves

 

Called up share capital

200,000

200,000

Retained earnings

21,262,596

23,933,320

Shareholders' funds

 

21,462,596

24,133,320

Approved and authorised by the Board on 11 October 2024 and signed on its behalf by:
 

.........................................
Mr A McKay
Director

 

Swegon Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
5 Charter Point Way
Ashby-De-La-Zouch
Leicestershire
LE65 1NF

These financial statements were authorised for issue by the Board on 11 October 2024.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Summary of disclosure exemptions

The company is a qualifying entity for the purposes of FRS102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. the company has therefor taken advantage of the exemption under section1.12 and has not prepared a statement of cashflows.

Going concern

The financial statements have been prepared on a going concern basis.
The directors have forecast the company's future performance and considered whether the company could withstand a downturn in activity,
Based on this review, the directors have concluded that under all plausible eventualities, the company has access to sufficient financial resources to enable it to meet its liabilities as they fall due for the foreseeable future.
As a result, the directors consider it appropriate to adopt a going conern basis when preparing these financial statements.

 

Swegon Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Exemption from preparing group accounts

The financial statements contain information about Swegon Limited as an individual company and do not contain consolidated financial information as the parent of a group.
The company is exempt under section 401 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Investment AB Latour, a company incorporated in Sweden.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Long leasehold

20% straight line basis

Fixtures and fittings

25% straight line basis

Impairment of non-financial assets

All non-financial assets are reviewed for impairment if there is an indication that the carrying value of the asset may have been impaired. Where there are indicators of impairment of individual assets, the Company performs impairment tests based on fair value less costs to sell or a value in use calculation. Where an impairment review is required, the carrying value of the assets is measured against their value in use based on future estimated cash flows, discounted by the appropriate cost of capital, resulting from the use of those assets. Assets are grouped at the lowest level for which there is a separately identifiable cash flow (cash generating unit). An impairment loss is recognised for the amount at which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use.

 

Swegon Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.


Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

 

Swegon Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

3

Turnover

The analysis of the company's turnover for the year from continuing operations is as follows:

2023
£

2022
£

Sale of goods

30,305,821

25,132,586

4

Operating profit

Arrived at after charging/(crediting)

2023
£

2022
£

Depreciation expense

11,364

7,161

Operating lease expense - vehicles

563,792

473,485

 

Swegon Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

5

Interest payable and similar expenses

2023
£

2022
£

Interest expense on other finance liabilities

2,548,090

503,879

6

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2023
£

2022
£

Wages and salaries

5,788,052

4,892,387

Social security costs

577,192

493,921

Pension costs, defined contribution scheme

166,863

142,680

Other employee expense

165,976

113,097

6,698,083

5,642,085

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

2023
No.

2022
No.

Administration and support

6

6

Sales, marketing and distribution

106

91

112

97

7

Auditors' remuneration

2023
£

2022
£

Audit of the financial statements

30,000

27,000


 

 

Swegon Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

8

Taxation

Tax charged/(credited) in the profit and loss account

2023
£

2022
£

Current taxation

UK corporation tax

346,424

487,635

UK corporation tax adjustment to prior periods

(109,046)

-

237,378

487,635

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2022 - the same as the standard rate of corporation tax in the UK) of 23.5% (2022 - 19%).

The differences are reconciled below:

2023
£

2022
£

(Loss)/profit before tax

(433,346)

5,564,963

Corporation tax at standard rate

(101,836)

1,057,343

Effect of revenues exempt from taxation

(1,057,500)

(570,000)

Effect of expense not deductible in determining taxable profit (tax loss)

1,513,359

292

Decrease in UK and foreign current tax from adjustment for prior periods

(109,046)

-

Tax decrease from effect of capital allowances and depreciation

(8,735)

-

Tax increase from other short-term timing differences

1,136

-

Total tax charge

237,378

487,635

 

Swegon Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

9

Tangible assets

Long leasehold land and buildings
£

Fixtures and fittings
£

Total
£

Cost or valuation

At 1 January 2023

17,439

138,794

156,233

Additions

58,947

17,200

76,147

Disposals

-

(118,337)

(118,337)

At 31 December 2023

76,386

37,657

114,043

Depreciation

At 1 January 2023

14,804

129,805

144,609

Charge for the year

2,115

9,249

11,364

Eliminated on disposal

-

(118,337)

(118,337)

At 31 December 2023

16,919

20,717

37,636

Carrying amount

At 31 December 2023

59,467

16,940

76,407

At 31 December 2022

2,635

8,989

11,624

Included within the net book value of land and buildings above is £59,467 (2022 - £2,635) in respect of long leasehold land and buildings.
 

10

Investments

2023
£

2022
£

Investments in subsidiaries

76,201,201

49,126,956

 

Swegon Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Subsidiaries

£

Cost or valuation

At 1 January 2023

49,126,956

Additions

33,481,893

At 31 December 2023

82,608,849

Provision

Provision

6,407,648

Carrying amount

At 31 December 2023

76,201,201

At 31 December 2022

49,126,956

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

Swegon Cooling Ltd

Swegon
Stourbridge Road
Bridgnorth
Shropshire
WV15 5BB

England

63,622 £1 ordinary shares

100%

100%

Swegon Service Ltd

Swegon
Stourbridge Road
Bridgnorth
Shropshire
WV15 5BB

England

1 £1 ordinary share

100%

100%

Swegon Air Management Limited

Swegon
Stourbridge Road
Bridgnorth
Shropshire
WV15 5BB

England

11,285,947 £1 ordinary shares

100%

100%

 

Swegon Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

Waterloo Group Limited

Swegon
Stourbridge Road
Bridgnorth
Shropshire
WV15 5BB

England

201,000 £1 ordinary shares 99,000 £1 preference shares

100%
100%

100%
100%

Dalair Limited

Southern Way
Wednesbury
West Midlands
WS10 7BT

England

50 £1 ordinary shares

100%

0%

Subsidiary undertakings

Swegon Cooling Ltd

The principal activity of Swegon Cooling Ltd is that of a dormant company.

Swegon Service Ltd

The principal activity of Swegon Service Ltd is that of a dormant company.

Swegon Air Management Limited

The principal activity of Swegon Air Management Limited is that of designing and manufacturing air distribution products and louvred windows.

Waterloo Group Limited

The principal activity of Waterloo Group Limited is that of holding company duties.

Dalair Limited

The principal activity of Dalair Limited is that of manufacturing of heating and ventilation equipment.

11

Stocks

2023
£

2022
£

Raw materials and consumables

110,977

76,913

Work in progress

52,211

58,909

Finished goods and goods for resale

249,911

658,892

413,099

794,714

 

Swegon Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

12

Debtors

Current

Note

2023
£

2022
£

Trade debtors

 

3,706,832

5,176,814

Amounts owed by related parties

17

756,001

2,061,879

Other debtors

 

4,540

185,916

Prepayments

 

311,320

334,077

Corporation tax asset

8

35,379

-

   

4,814,072

7,758,686

13

Cash and cash equivalents

2023
£

2022
£

Cash at bank

1,565,292

1,473,524

14

Creditors

Note

2023
£

2022
£

Due within one year

 

Trade creditors

 

906,721

1,786,907

Amounts due to related parties

17

12,407,084

10,329,101

Social security and other taxes

 

923,196

662,017

Outstanding defined contribution pension costs

 

35,631

26,941

Other payables

 

1,000,000

-

Accruals

 

633,494

557,896

Corporation tax liability

8

-

229,322

 

15,906,126

13,592,184

Due after one year

 

Other non-current financial liabilities

 

45,701,349

21,440,000

15

Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £166,863 (2022 - £142,680).

Contributions totalling £35,631 (2022 - £26,941) were payable to the scheme at the end of the year and are included in creditors.

 

Swegon Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

16

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary shares of £1 each

200,000

200,000

200,000

200,000

         

17

Related party transactions

Summary of transactions with other related parties

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
 

18

Parent and ultimate parent undertaking

The company's immediate parent is Investment AB Latour, incorporated in Sweden.

  These financial statements are available upon request from J A Wettergrens gata 7, Box 336SE-401 25, Gothenburg, Sweden