Caseware UK (AP4) 2023.0.135 2023.0.135 2024-06-302024-06-302024-06-302023-07-01falsefalse00falsefalse 14158962 2023-07-01 2024-06-30 14158962 2022-06-08 2023-06-30 14158962 2024-06-30 14158962 2023-06-30 14158962 2022-06-08 14158962 c:Director1 2023-07-01 2024-06-30 14158962 c:Director2 2023-07-01 2024-06-30 14158962 c:Director3 2023-07-01 2024-06-30 14158962 c:Director4 2023-07-01 2024-06-30 14158962 c:RegisteredOffice 2023-07-01 2024-06-30 14158962 d:PlantMachinery 2023-07-01 2024-06-30 14158962 d:ComputerEquipment 2023-07-01 2024-06-30 14158962 d:Goodwill 2023-07-01 2024-06-30 14158962 d:CurrentFinancialInstruments 2024-06-30 14158962 d:CurrentFinancialInstruments 2023-06-30 14158962 d:CurrentFinancialInstruments 1 2024-06-30 14158962 d:CurrentFinancialInstruments 1 2023-06-30 14158962 d:CurrentFinancialInstruments 6 2024-06-30 14158962 d:CurrentFinancialInstruments 6 2023-06-30 14158962 d:CurrentFinancialInstruments d:WithinOneYear 2024-06-30 14158962 d:CurrentFinancialInstruments d:WithinOneYear 2023-06-30 14158962 d:ShareCapital 2024-06-30 14158962 d:ShareCapital 2022-06-08 2023-06-30 14158962 d:ShareCapital 2023-06-30 14158962 d:ShareCapital 2022-06-08 14158962 d:RetainedEarningsAccumulatedLosses 2023-07-01 2024-06-30 14158962 d:RetainedEarningsAccumulatedLosses 2024-06-30 14158962 d:RetainedEarningsAccumulatedLosses 2022-06-08 2023-06-30 14158962 d:RetainedEarningsAccumulatedLosses 2023-06-30 14158962 d:RetainedEarningsAccumulatedLosses 2022-06-08 14158962 c:OrdinaryShareClass1 2023-07-01 2024-06-30 14158962 c:OrdinaryShareClass1 2024-06-30 14158962 c:OrdinaryShareClass1 2023-06-30 14158962 c:OrdinaryShareClass2 2023-07-01 2024-06-30 14158962 c:OrdinaryShareClass2 2024-06-30 14158962 c:OrdinaryShareClass2 2023-06-30 14158962 c:OrdinaryShareClass3 2023-07-01 2024-06-30 14158962 c:OrdinaryShareClass3 2024-06-30 14158962 c:OrdinaryShareClass3 2023-06-30 14158962 c:FRS102 2023-07-01 2024-06-30 14158962 c:Audited 2023-07-01 2024-06-30 14158962 c:FullAccounts 2023-07-01 2024-06-30 14158962 c:PrivateLimitedCompanyLtd 2023-07-01 2024-06-30 14158962 d:Subsidiary1 2023-07-01 2024-06-30 14158962 d:Subsidiary1 1 2023-07-01 2024-06-30 14158962 d:Subsidiary2 2023-07-01 2024-06-30 14158962 d:Subsidiary2 1 2023-07-01 2024-06-30 14158962 d:Subsidiary3 2023-07-01 2024-06-30 14158962 d:Subsidiary3 1 2023-07-01 2024-06-30 14158962 d:Subsidiary4 2023-07-01 2024-06-30 14158962 d:Subsidiary4 1 2023-07-01 2024-06-30 14158962 d:Subsidiary5 2023-07-01 2024-06-30 14158962 d:Subsidiary5 1 2023-07-01 2024-06-30 14158962 c:Consolidated 2024-06-30 14158962 c:ConsolidatedGroupCompanyAccounts 2023-07-01 2024-06-30 14158962 2 2023-07-01 2024-06-30 14158962 4 2023-07-01 2024-06-30 14158962 6 2023-07-01 2024-06-30 14158962 f:PoundSterling 2023-07-01 2024-06-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 14158962









THAT NEWCO LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2024

 
THAT NEWCO LIMITED
 
 
COMPANY INFORMATION


Directors
I N Blackman 
R L Green 
R S Kelvin 
V R Smith 




Registered number
14158962



Registered office
32 Hampstead High Street

London

NW3 1JQ




Independent auditors
Harris & Trotter LLP
Chartered Accountants & Statutory Auditors

101 New Cavendish Street

1st Floor South

London

W1W 6XH





 
THAT NEWCO LIMITED
 

CONTENTS



Page
Group Strategic Report
1
Directors' Report
2 - 3
Independent Auditors' Report
4 - 7
Consolidated Statement of Comprehensive Income
8
Consolidated Balance Sheet
9 - 10
Company Balance Sheet
11 - 12
Consolidated Statement of Changes in Equity
13
Company Statement of Changes in Equity
14
Consolidated Statement of Cash Flows
15 - 16
Notes to the Financial Statements
17 - 33


 
THAT NEWCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2024

Introduction
 
The directors present their Group Strategic Report for the period ended 30 June 2024. The Group comprises That Newco Limited and its subsidiaries, Sealskinz Holdings Limited, Sealskinz Limited, Sealskinz Inc., Sealskinz Digital Inc., Sealskinz GmbH and One Pace Ahead Limited. 
That New Co’s statutory results reflect the first full year of consolidated performance, incorporating Sealskinz Limited, Sealskinz GmbH, and Sealskinz Inc. This marks a significant milestone for the group following the prior year, which covered only a 229-day reporting period. 

Business Review
 
Sealskinz Limited is the main trading company under That New Co and the directors report a steady performance for the year ended 30 June 2024. Turnover was £13.1 million, reflecting a slight decrease of 2.5% compared to the prior year (£13.4 million).  Gross profit was 32.1% for the year, an increase of 49bps. This increase was driven by increased sales volume on higher margin channels, improved carriage rates, and reduced light heat and power rates. There was also a one-off benefit of a duty refund of £70k which is offset against freight and duty costs.  

Future Developments
 
The directors remain focused on the following strategic priorities within Sealskinz for the upcoming year:
• Development of new products, including seasonal ranges for spring and summer.
• Continued expansion into new customer markets and geographic regions.
• Investment in new IT and systems to improve efficiency.
• Improved cost controls to enhance gross margins and long-term profitability.


This report was approved by the board and signed on its behalf.



I N Blackman
Director

Date: 11 March 2025

Page 1

 
THAT NEWCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 JUNE 2024

The directors present their report and the financial statements for the period ended 30 June 2024.

Directors

The directors who served during the period were:

I N Blackman 
R L Green 
R S Kelvin 
V R Smith 

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity of the Group during the period was that of the design, manufacture and supply of waterproof and breathable accessories comprising socks, gloves, and hats to retailers, distributors, and consumers.

Results and dividends

The loss for the period, after taxation, amounted to £1,383,456 (2023 - loss £2,062,930).

There were no dividends in the period.

Page 2

 
THAT NEWCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024

Future developments

In the context of the financial results reported in the financial statements for the period ended 30 June 2024 the directors and new shareholders firmly believe focus on the following strategic issues is:
• Development of new products
• Creation of new specific spring and summer products
• Growth of new customers and geographical markets
• Control of costs and improvement of gross margin
The directors look forward to the future with optimism. The directors have given due consideration to several external factors when preparing future trading forecasts such as inflation, interest rates and consumer confidence. Overall, the directors do not consider these factors to have a material impact on future forecasts because of increased pre-orders and anticipated sales volumes across all channels.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the period end.

Auditors

The auditorsHarris & Trotter LLPwill 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.
 





I N Blackman
Director

Date: 11 March 2025

Page 3

 
THAT NEWCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THAT NEWCO LIMITED
 

Opinion


We have audited the financial statements of That Newco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 30 June 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 30 June 2024 and of the Group's loss for the period 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 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 Group's or the parent 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.


Page 4

 
THAT NEWCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THAT NEWCO LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.


Opinion on other matters 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 Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the 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 the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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 Directors' Responsibilities Statement set out on page 2, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
THAT NEWCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THAT NEWCO LIMITED (CONTINUED)


Auditors' 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 Auditors' 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 Group 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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, our procedures included the following:
• We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS 102 and the Companies Act 2006.
• We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making enquiries of management.
• We challenged assumptions and judgments made by management in its significant accounting estimates.
We did not identify any key audit matters relating to irregularities, including fraud.


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 Auditors' Report.


Page 6

 
THAT NEWCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THAT NEWCO LIMITED (CONTINUED)


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 2006Our 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 Auditors' 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.





Daniel Walters (Senior Statutory Auditor)
  
for and on behalf of
Harris & Trotter LLP
 
Chartered Accountants
Statutory Auditors
  
101 New Cavendish Street
1st Floor South
London
W1W 6XH

11 March 2025
Page 7

 
THAT NEWCO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2024

2024
2023
Note
£
£

  

Turnover
 3 
13,913,601
9,064,475

Cost of sales
  
(9,193,966)
(6,009,622)

Gross profit
  
4,719,635
3,054,853

Administrative expenses
  
(4,810,849)
(3,562,332)

Exceptional administrative expenses
  
(100,932)
(957,675)

Other operating income
 4 
78,872
-

Operating loss
 5 
(113,274)
(1,465,154)

Interest receivable and similar income
 9 
73,544
15,016

Interest payable and similar expenses
 10 
(1,343,726)
(793,106)

Loss before taxation
  
(1,383,456)
(2,243,244)

Tax on loss
 11 
-
180,314

Loss for the financial period
  
(1,383,456)
(2,062,930)

  

Currency translation reserve
  
(5,502)
(24,867)

Other comprehensive income for the period
  
(5,502)
(24,867)

Total comprehensive income for the period
  
(1,388,958)
(2,087,797)

(Loss) for the period attributable to:
  

Owners of the parent Company
  
(1,383,456)
(2,062,930)

  
(1,383,456)
(2,062,930)

Total comprehensive income for the period attributable to:
  

Owners of the parent Company
  
(1,388,958)
(2,087,797)

  
(1,388,958)
(2,087,797)

The notes on pages 17 to 33 form part of these financial statements.

Page 8

 
THAT NEWCO LIMITED
REGISTERED NUMBER: 14158962

CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
3,561,865
3,740,537

Tangible assets
 14 
205,130
223,267

  
3,766,995
3,963,804

Current assets
  

Stocks
 16 
5,704,554
4,864,050

Debtors: amounts falling due within one year
 17 
1,130,705
1,375,730

Cash at bank and in hand
 18 
2,337,213
1,973,111

  
9,172,472
8,212,891

Creditors: amounts falling due within one year
 19 
(6,416,175)
(4,264,492)

Net current assets
  
 
 
2,756,297
 
 
3,948,399

Total assets less current liabilities
  
6,523,292
7,912,203

Creditors: amounts falling due after more than one year
 20 
(47)
-

Provisions for liabilities
  

Net assets excluding pension asset
  
6,523,245
7,912,203

Net assets
  
6,523,245
7,912,203


Capital and reserves
  

Called up share capital 
 22 
10,000,000
10,000,000

Foreign exchange reserve
  
(30,369)
(24,867)

Profit and loss account
  
(3,446,386)
(2,062,930)

Equity attributable to owners of the parent Company
  
6,523,245
7,912,203

  
6,523,245
7,912,203


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




I N Blackman
Director

Date: 11 March 2025

Page 9

 
THAT NEWCO LIMITED
REGISTERED NUMBER: 14158962
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 30 JUNE 2024

The notes on pages 17 to 33 form part of these financial statements.

Page 10

 
THAT NEWCO LIMITED
REGISTERED NUMBER: 14158962

COMPANY BALANCE SHEET
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 15 
1
1

  
1
1

Current assets
  

Debtors: amounts falling due within one year
 17 
8,242,772
7,627,772

Cash at bank and in hand
 18 
1,314,237
1,855,695

  
9,557,009
9,483,467

Creditors: amounts falling due within one year
 19 
(1,781,971)
(668,714)

Net current assets
  
 
 
7,775,038
 
 
8,814,753

Total assets less current liabilities
  
7,775,039
8,814,754

  

  

Net assets
  
7,775,039
8,814,754


Capital and reserves
  

Called up share capital 
 22 
10,000,000
10,000,000

Profit and loss account
  
(2,224,961)
(1,185,246)

  
7,775,039
8,814,754


Page 11

 
THAT NEWCO LIMITED
REGISTERED NUMBER: 14158962
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 30 JUNE 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


I N Blackman
Director

Date: 11 March 2025

The notes on pages 17 to 33 form part of these financial statements.

Page 12

 
THAT NEWCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2024


Called up share capital
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£



Loss for the period
-
-
(2,062,930)
(2,062,930)
(2,062,930)

Currency translation differences
-
(24,867)
-
(24,867)
(24,867)

Shares issued during the period
10,000,000
-
-
10,000,000
10,000,000



At 1 July 2023
10,000,000
(24,867)
(2,062,930)
7,912,203
7,912,203



Loss for the period
-
-
(1,383,456)
(1,383,456)
(1,383,456)

Currency translation differences
-
(5,502)
-
(5,502)
(5,502)


At 30 June 2024
10,000,000
(30,369)
(3,446,386)
6,523,245
6,523,245


The notes on pages 17 to 33 form part of these financial statements.

Page 13

 
THAT NEWCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 June 2022
-
(4,402)
(4,402)



Loss for the period
-
(1,180,844)
(1,180,844)

Shares issued during the period
10,000,000
-
10,000,000



At 1 July 2023
10,000,000
(1,185,246)
8,814,754



Loss for the period
-
(1,039,715)
(1,039,715)


At 30 June 2024
10,000,000
(2,224,961)
7,775,039


The notes on pages 17 to 33 form part of these financial statements.

Page 14

 
THAT NEWCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 JUNE 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial period
(1,383,456)
(2,062,928)

Adjustments for:

Amortisation of intangible assets
178,672
250,390

Depreciation of tangible assets
69,601
47,221

Interest paid
1,343,726
(793,106)

Interest received
(73,544)
15,016

Taxation charge
30,850
(180,314)

(Increase) in stocks
(840,505)
(4,864,050)

Decrease in debtors
214,221
5,834,834

Increase in creditors
744,136
3,593,780

Foreign currency movements during the year
(100,023)
-

Foreign exchange reserve
24,867
-

Bad debts written off
85,434
-

Net cash generated from operating activities

293,979
1,840,843


Cash flows from investing activities

Purchase of intangible fixed assets
-
(3,990,927)

Purchase of tangible fixed assets
(55,619)
(65,599)

Sale of tangible fixed assets
3,417
-

Purchase of fixed asset investments
-
(1,138,060)

Interest received
73,544
15,016

Acquisiton of subsidiaries
-
(5,415,844)

Net cash from investing activities

21,342
(10,595,414)

Cash flows from financing activities

Issue of ordinary shares
-
10,000,000

Interest paid
(1,343,726)
(793,106)

Net cash used in financing activities
(1,343,726)
9,206,894
Page 15

 
THAT NEWCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024


2024
2023

£
£



Net (decrease)/increase in cash and cash equivalents
(1,028,405)
452,323

Cash and cash equivalents at beginning of period
452,323
-

Cash and cash equivalents at the end of period
(576,082)
452,323


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
2,337,213
1,973,111

Bank overdrafts
(2,913,295)
(1,520,788)

(576,082)
452,323


The notes on pages 17 to 33 form part of these financial statements.

Page 16

 
THAT NEWCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024

1.


General information

That Newco Limited (the "Company") is a private company incorporated, domiciled and registered in England and Wales in the UK. The registered number is 14158962 and the registered address is 32 Hampstead High Street, London, England, NW3 1JQ.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

As at 30 June 2024, the group had net assets of £6,523,246.
The directors and shareholders of That Newco Limited, have indicated their present intention to provide adequate finance to enable the Company to continue in operational existence should they require, and on this basis the director considers it appropriate to prepare the financial statements on the going concern basis.
The directors have prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements, which indicate that the group will have sufficient funds, through current financing facilities principally comprising funds from investors, asset-based finance secured upon trade debtors, imported stock and bank overdraft.
Based on this, the directors have concluded that they have a reasonable expectation that the Group and Company will have adequate resources to continue in operational existence for the foreseeable future, and at least twelve months from the date of signing these financial statements. They therefore continue to adopt the going concern basis of accounting in preparing these financial statements.

Page 17

 
THAT NEWCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 18

 
THAT NEWCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

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.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

Current and deferred taxation

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 19

 
THAT NEWCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
5 years
Computer equipment
-
3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 20

 
THAT NEWCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is 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.

 
2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.20

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Page 21

 
THAT NEWCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024

2.Accounting policies (continued)


2.20
Financial instruments (continued)

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
 
Page 22

 
THAT NEWCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024

2.Accounting policies (continued)


2.20
Financial instruments (continued)


Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.


3.


Turnover

The turnover is attributable to the principal activity of the Group, being the design, manufacture and supply of waterproof and breathable clothing, which is considered to be a single class of turnover. An analysis of turnover by destination is as given below:

2024
2023
£
£

United Kingdom
10,539,457
5,866,325

Rest of Europe
1,661,769
1,538,613

Rest of the world
1,712,375
1,659,538

13,913,601
9,064,476


Page 23

 
THAT NEWCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024

4.


Other operating income

2024
2023
£
£

Other operating income
78,872
-

78,872
-



5.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Depreciation of tangible assets
69,761
46,947

Amortisation of intangible assets
178,672
274,235

Exchange differences
(100,024)
(27,546)

Operating lease rentals - plant and machinery
119,515
58,911

Operating lease rentals - land and buildings
109,417
42,935


6.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
30,000
30,000

Fees payable to the Company's auditors in respect of:

Taxation compliance services
5,000
5,000

All non-audit services not included above
5,000
5,000

Page 24

 
THAT NEWCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024

7.


Employees

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
3,468,135
2,211,442
-
-

Social security costs
346,476
207,780
-
-

Cost of defined contribution scheme
123,545
80,804
-
-

3,938,156
2,500,026
-
-


The average monthly number of employees, including the directors, during the period was as follows:


        2024
        2023
            No.
            No.







Production
40
55



Administration
52
46

92
101

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL)

8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
279,180
219,795

279,180
219,795


The highest paid director received remuneration of £134,333 (2023 - £127,982).


9.


Interest receivable

2024
2023
£
£


Other interest receivable
73,544
15,016

73,544
15,016

Page 25

 
THAT NEWCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024

10.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
230,467
124,429

Bank and other loan interest payable
-
(35)

Preference share interest payable
1,113,259
668,712

1,343,726
793,106

Preference share interest is accruing at a rate of 12% per annum and will be payable on 14 November 2037.


11.


Taxation


2024
2023
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
-
(180,314)

Total deferred tax
-
(180,314)


Tax on loss
-
(180,314)
Page 26

 
THAT NEWCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
 
11.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is the same as the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(1,383,455)
(2,243,244)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
(345,864)
(560,811)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
44,668
62,598

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
278,517
300,065

Capital allowances for period in excess of depreciation
3,368
-

Utilisation of tax losses
(56,538)
-

Short-term timing difference leading to an increase (decrease) in taxation
-
(180,314)

Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
57,450
-

Non-taxable income
18,386
198,148

Other differences leading to an increase (decrease) in the tax charge
13
-

Total tax charge for the period
-
(180,314)


Factors that may affect future tax charges

The UK government confirmed that the UK Corporation Tax rate will stay at 25% (which was initially increased from 19% on 1st April 2023). In the current year, profits were charged at the same rate of corporation tax (25%) throughout.

Page 27

 
THAT NEWCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024

12.


Exceptional items

Exceptional items predominantly relate to costs incurred in the purchase of Sealskinz Holdings Limited group during the period.

2024
2023
£
£


Professional fees relating to acquisition
-
455,000

Executive bonus
-
493,075

Redundancy costs
100,932
9,600

100,932
957,675


13.


Intangible assets

Group and Company





Goodwill

£



Cost


At 1 July 2023
3,990,927



At 30 June 2024

3,990,927



Amortisation


At 1 July 2023
250,390


Charge for the period on owned assets
178,672



At 30 June 2024

429,062



Net book value



At 30 June 2024
3,561,865



At 30 June 2023
3,740,537



Page 28

 
THAT NEWCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024

14.


Tangible fixed assets

Group






Plant and machinery
Computer equipment
Total

£
£
£



Cost or valuation


At 1 July 2023
795,878
407,782
1,203,660


Additions
1,550
54,069
55,619


Disposals
(3,995)
-
(3,995)



At 30 June 2024

793,433
461,851
1,255,284



Depreciation


At 1 July 2023
647,883
332,510
980,393


Charge for the period on owned assets
42,552
27,209
69,761



At 30 June 2024

690,435
359,719
1,050,154



Net book value



At 30 June 2024
102,998
102,132
205,130



At 30 June 2023
147,994
75,273
223,267


15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 July 2023
1



At 30 June 2024
1




Page 29

 
THAT NEWCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Sealskinz Holdings Limited
36 Oldmedow Road, Kings Lynn, PE30 4PP
Ordinary
100%
Sealskinz Limited
36 Oldmedow Road, Kings Lynn, PE30 4PP
Ordinary
100%
Sealskinz Inc
5023 W 12th Avenue, #334, Broomfield, Colorado, 80020, USA
Ordinary
100%
Sealskinz Digital Inc
5023 W 12th Avenue, #334, Broomfield, Colorado, 80020, USA
Ordinary
100%
Sealskinz GmbH
5023 W 12th Avenue, #334, Broomfield, Colorado, 80020, USA
Ordinary
100%

The aggregate of the share capital and reserves as at 30 June 2024 and the profit or loss for the period ended on that date for the subsidiary undertakings was as follows:

Name
Profit/(Loss)
£

Sealskinz Holdings Limited
(220)

Sealskinz Limited
(48,021)

Sealskinz Inc
(58,372)

Sealskinz Digital Inc
(353)

Sealskinz GmbH
(88,996)


16.


Stocks

Group
Group
2024
2023
£
£

Raw materials and consumables
849,447
949,767

Work in progress (goods to be sold)
99,055
351,532

Finished goods and goods for resale
4,756,052
3,562,751

5,704,554
4,864,050


Page 30

 
THAT NEWCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024

17.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
615,250
778,208
-
-

Amounts owed by group undertakings
-
-
8,124,672
7,509,673

Other debtors
161,123
247,521
118,100
118,099

Prepayments and accrued income
200,677
169,687
-
-

Deferred taxation
149,464
180,314
-
-

Financial instruments
4,191
-
-
-

1,130,705
1,375,730
8,242,772
7,627,772



18.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
2,337,213
1,973,111
1,314,237
1,855,695

Less: bank overdrafts
(2,913,295)
(1,520,788)
-
-

(576,082)
452,323
1,314,237
1,855,695



19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank overdrafts
2,913,295
1,520,788
-
-

Payments received on account
244,276
386,184
-
-

Trade creditors
760,946
834,857
-
-

Other taxation and social security
283,371
499,016
-
-

Other creditors
105,639
100,577
-
-

Accruals and deferred income
2,108,648
894,090
1,781,971
668,714

Financial instruments
-
28,980
-
-

6,416,175
4,264,492
1,781,971
668,714


Page 31

 
THAT NEWCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024

20.


Creditors: Amounts falling due after more than one year

Group
Group
2024
2023
£
£

Other creditors
47
-

47
-





21.


Deferred taxation


Group



2024
2023


£

£






At beginning of year
180,314
-


Charged to profit or loss
(30,850)
180,314



At end of year
149,464
180,314

Company


2024
2023






At end of year
-
-



The deferred tax asset is made up as follows:

Group

Group
2024
2023
£
£

Accelerated capital allowances
(51,026)
54,393

Tax losses carried forward
200,490
125,921

149,464
180,314

Page 32

 
THAT NEWCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024

22.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



800,000 (2023 - 800,000) A Ordinary shares of £1.00 each
800,000
800,000
200,000 (2023 - 200,000) B Ordinary shares of £1.00 each
200,000
200,000
9,000,000 (2023 - 9,000,000) Preference shares of £1.00 each
9,000,000
9,000,000

10,000,000

10,000,000



23.


Share-based payments

During the year, the company established a share option scheme to attract, retain and incentivise key members of staff. On 23/04/2024, options were granted over 63,154 Ordinary C shares valued at £1 per share to key personnel and more options are likely to be granted in the future, however this is unlikely to occur in the immediate future. This represents 6% of the entire share capital. Options will vest immediately upon grant (i.e. there are no vesting hurdles).The share option scheme is an exit only scheme, and thus the earliest date on which an option can be exercised (subject to the other terms of the agreement and the Scheme Rules) unless an earlier event occurs to cause it to lapse or to become exercisable, shall be the date on which an Exit event occurs. The options may not be transferred or assigned or have any charge or other security interest created over it. The board will have discretion to allow any leavers to retain the options. During the year, no options were exercised, the options outstanding on 30 June 2024 had an exercise price of £1, and a remaining contractual life of 9.5 years.


24.


Commitments under operating leases

At 30 June 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
71,279
71,279

Later than 1 year and not later than 5 years
61,636
132,915

132,915
204,194

25.


Controlling party

At the reporting date and date of approval of the financial statements, no individual or corporate entity is an ultimate controlling party.

 
Page 33