The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Waterloo Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Stourbridge Road, Bridgnorth, Shropshire, United Kingdom, WV15 5BB.

The company is the parent of a small group and is, therefore, exempt from the requirement to prepare the group accounts. The financial statements for the year ended 31 December 2024 present the results of Waterloo Group Limited as a single entity.

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 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As set out in the Directors' Report, due to the current intention to restructure the group and liquidate the company within 12 months of the date of approval of the financial statements, the directors have decided to prepare the accounts on a basis other than that of a going concern. The financial statements have been prepared on a break-up basis at the year end. In adopting the break-up basis at the year end, the following policies and procedures were implemented:

• All assets have been disclosed at values at which they are expected to be realised

• All liabilities reflect the full amount at which they are expected to materialise

The directors have decided to restructure the group, resulting in the company being liquidated, and, as such, these financial statements have been prepared on a break-up basis.true

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Dividends on fixed asset investments are recognised when the company becomes entitled to receive payment.

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 balance sheet 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.

Basic financial assets, which include debtors, 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, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial liabilities are classified according to the substance of the contractual arrangements entered into.

Basic financial liabilities, including creditors and loans from fellow group companies 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.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

One of the company's subsidiaries, Waterloo Air Products Limited, had a net deficit in shareholder's funds of £612,966 at 31 December 2024. In view of the uncertainty of recovering the cost of the investment a provision of £201,000 has been made at the year-end.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Waterloo Air Products Limited is engaged in business as manufacturers and distributors of ventilation products for the construction industry.

Waterloo IPR Limited holds the group’s intellectual property rights and is the licensor of those rights. Since 31 December 2012 it has been inactive.

Aircell Ventilation Limited remained dormant during the year until the company was dissolved on 5 November 2024.

The rights attaching to the four classes of shares are as follows:

a) None of the shares (preference or ordinary) have an automatic entitlement to a distribution of profit, which is at the sole discretion of the directors.

b) The preference shareholders have priority over the ordinary shareholders on a return of assets on liquidation or otherwise. In addition, the company may at its sole discretion, subject to the provisions of the Companies Acts, redeem the whole or part of the preference shares upon giving to the shareholders whose shares are to be redeemed notice as set out in the Articles. No such notice has been given. The holders of the preference shares have no reciprocal right to require the company to redeem their preference shares and have no entitlement to notice or to vote at general meetings of the company.

c) On a return of assets in liquidation or otherwise, the assets of the company remaining after the payment of its liabilities shall be applied as follows:

i) First, to the extent that the preference shares have not already been redeemed in paying to the holders thereof (in priority to any payment to the holders of any other shares in the capital of the company) the nominal amount of each of the shares held by them.

ii) Second, the balance of such assets shall be distributed amongst the holders of the ordinary shares in proportion to the number of ordinary shares held by them respectively.

d) Full voting rights attach to the A, B and C ordinary shares.

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 was unqualified.

Emphasis of matter

We draw attention to note 1.2 of the financial statements, which explains the intention of the directors to liquidate the company following a group restructure within 12 months of the date of approval of these financial statements. As such, it is not considered appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in note 1.2.

Our opinion is not modified in this respect.

After the year-end the directors started the processs to strike off one of the subsidary companies, Waterloo IPR Limited.

Subsequent to the balance sheet date it was agreed with Swegon Limited that a debt for equity swap totalling £4.5m would be undertaken in Waterloo Air Products Limited, a subsidiary company, to strengthen the balance sheet position of that company. Management are engaging a third party to support with this process, as part of which it is intended that Swegon Limited will become the immediate parent of Waterloo Air Products Limited and that Waterloo Group Limited will then be struck off.

The immediate parent undertaking is Swegon Limited.

The ultimate parent undertaking and controlling party is InvestmentaktieBolaget Latour, a company incorporated in Sweden, registered number 5560263237. The consolidated financial statements of InvestmentaktieBolaget Latour are available from:

J A Wettergrens gata 7

Box 336SE-401 25

Gothenburg