Company registration number 04934917 (England and Wales)
WATERLOO GROUP LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
WATERLOO GROUP LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
WATERLOO GROUP LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
3
-
0
3
Current assets
Debtors
5
1
119,348
Creditors: amounts falling due within one year
6
-
0
(20,350)
Net current assets
1
98,998
Net assets
1
99,001
Capital and reserves
Called up share capital
7
300,000
300,000
Profit and loss reserves
(299,999)
(200,999)
Total equity
1
99,001

The director of the company has 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.

The financial statements were approved by the board of directors and authorised for issue on 13 August 2026 and are signed on its behalf by:
A McKay
Director
Company Registration No. 04934917
WATERLOO GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information

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.

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 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 a mounts 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.

This company is a qualifying entity for the purposes of FRS 102, 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. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Investment AB Latour, a company incorporated in Sweden. These consolidated financial statements are available from its registered office, J A Wettergrens gata 7, Box 336SE-401 25, Gothenburg, Sweden.

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

1.2
Going concern

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

WATERLOO GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 3 -
1.3
Fixed asset investments

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.

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 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

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.

Impairment of financial assets

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.

Classification of financial liabilities

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

Basic financial liabilities

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 paymen ts discounted at a market rate of interest.

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

WATERLOO GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
1.5
Equity instruments

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.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is 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.

WATERLOO GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
3
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
-
0
3
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025
3
Disposals
(1)
At 31 December 2025
2
Impairment
At 1 January 2025
-
Impairment losses
2
At 31 December 2025
2
Carrying amount
At 31 December 2025
-
At 31 December 2024
3
4
Subsidiaries

The shares in Waterloo Air Products Limited held by Waterloo Group Limited were transferred to Swegon Limited on 11 December 2025 for consideration of £1.

Waterloo IPR Limited held the group’s intellectual property rights and was the licensor of those rights. Since 31 December 2012 it has been inactive and the company was dissolved on 27 January 2026.

5
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1
119,348
6
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
-
0
20,350
WATERLOO GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
7
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of £1 each
284
284
284
284
B Ordinary shares of £1 each
10,854
10,854
10,854
10,854
C Ordinary shares of £1 each
189,862
189,862
189,862
189,862
201,000
201,000
201,000
201,000
2025
2024
2025
2024
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of £1 each
99,000
99,000
99,000
99,000
Preference shares classified as equity
99,000
99,000
Total equity share capital
300,000
300,000

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.

8
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:

WATERLOO GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
8
Audit report information
(Continued)
- 7 -
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.

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.

Senior Statutory Auditor:
Daniel Graves BA(Hons) FCA
Statutory Auditor:
Azets Audit Services
Date of audit report:
13 August 2026
9
Parent company and ultimate controlling party

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

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