ACCOUNTS - Final Accounts

Operating loss

The operating loss is stated after charging:

Registered number: 14158962

THAT NEWCO LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2025

THAT NEWCO LIMITED

COMPANY INFORMATION

Directors	I N Blackman
	R L Green
	R S Kelvin
	V R Smith
	D Howe (resigned 10 June 2025)


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 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Consolidated Statement of Comprehensive Income	9
Consolidated Balance Sheet	10 - 11
Company Balance Sheet	12 - 13
Consolidated Statement of Changes in Equity	14
Company Statement of Changes in Equity	15
Consolidated Statement of Cash Flows	16 - 17
Notes to the Financial Statements	18 - 36

THAT NEWCO LIMITED

GROUP STRATEGIC REPORT

FOR THE PERIOD ENDED 30 JUNE 2025

Introduction

The directors present their Group Strategic Report for the year ended 30 June 2025. 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 second full year of consolidated performance, incorporating Sealskinz Limited, Sealskinz GmbH, and Sealskinz Inc.

Business Review

The directors report steady performance for the year ended 30 June 2025. Turnover was £15.4 million, reflecting an increase of 10.5% compared to the prior year (£13.9 million). Gross profit was 31.4% for the year, a decrease of 285bps, driven by increased sales volume through lower margin channels.

The key highlights for the year were as follows:

• Revenue through Sealskinz.com represented a +32% increase vs. the previous year.

• In November 2024, we opened our first permanent retail location in Marylebone, London. The store serves as an experiential space where customers can engage with our products and brand. It also supports customer engagement and community through our monthly run club. For the initial 7.5-month trading period, the store exceeded budget. Customer feedback has been highly positive, indicating strong alignment with our brand strategy and local engagement objectives.

• In December 2024, we closed our Kings Lynn production facility and transitioned the manufacturing of our waterproof socks to an existing partner in Bulgaria. As part of this restructuring, 38 roles were made redundant at a total cost of £132.5k. The move is expected to deliver a year-on-year improvement in gross margin, supporting our long-term efficiency and profitability objectives.

• During the year, we relocated both offices to optimise operational efficiency and cost management. The London studio and showroom moved from Hampstead to Camden in October 2025, whilst the King’s Lynn office transitioned from the factory facility to a dedicated office space in February 2025. Both leases were negotiated with six-month rent-free periods to minimize costs during the initial term. Each location includes showroom space, enabling us to leverage the office environment for product presentations and enhanced the perception of the brand in line with the London Store. Customers and distributors have reacted well to the new facilities.

• We undertook a comprehensive review and restructuring of our wholesale customer base, which subsequently led to changes within the wholesale team. New customer selection criteria were introduced to ensure focus on accounts that deliver both revenue growth and brand value. The revised operating model, saw two team members being made redundant in June 2025 at a cost of £46k. Additionally, one agent retired in May 2025, with a final payment of £26k reflecting his last three years’ earnings.

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.

Page 1

THAT NEWCO LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 30 JUNE 2025

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

I N Blackman

Director

Date: 14 April 2026

Page 2

THAT NEWCO LIMITED

DIRECTORS' REPORT

FOR THE PERIOD ENDED 30 JUNE 2025

The directors present their report and the financial statements for the period ended 30 June 2025.

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 2006. They 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 £2,615,324 (2024 - loss £1,383,456).

There were no dividends in the period.

Directors

The directors who served during the period were:

I N Blackman

R L Green

R S Kelvin

V R Smith

D Howe (resigned 10 June 2025)

Page 3

THAT NEWCO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE PERIOD ENDED 30 JUNE 2025

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.

Auditors

The auditors, Harris & Trotter LLP, will 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: 14 April 2026

Page 4

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 2025, 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 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 Group's and of the Parent Company's affairs as at 30 June 2025 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 5

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 Report. 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. 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 3, 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 6

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 7

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 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 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

14 April 2026

Page 8

THAT NEWCO LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 30 JUNE 2025

	2025	2024
Note	£	£


Turnover	3	15,373,789	13,913,601
Cost of sales		(10,548,645)	(9,150,426)
Gross profit		4,825,144	4,763,175
Administrative expenses		(5,727,713)	(4,854,389)
Exceptional administrative expenses		(271,515)	(100,932)
Other operating income	4	6,567	78,872
Operating loss	5	(1,167,517)	(113,274)
Interest receivable and similar income	9	30,601	73,544
Interest payable and similar expenses	10	(1,478,408)	(1,343,726)
Loss before taxation		(2,615,324)	(1,383,456)
Loss for the financial period		(2,615,324)	(1,383,456)


Other comprehensive income 1	(1,587)	(5,502)
Other comprehensive income for the period	(1,587)	(5,502)
Total comprehensive income for the period	(2,616,911)	(1,388,958)

(Loss) for the period attributable to:
Owners of the Parent Company	(2,615,324)	(1,383,456)
	(2,615,324)	(1,383,456)

Total comprehensive income for the period attributable to:
Owners of the Parent Company	(2,616,911)	(1,388,958)
	(2,616,911)	(1,388,958)

The notes on pages 18 to 36 form part of these financial statements.

Page 9

THAT NEWCO LIMITED

REGISTERED NUMBER: 14158962

CONSOLIDATED BALANCE SHEET

AS AT 30 JUNE 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	12		3,162,772		3,561,865
Tangible assets	13		516,933		205,130
			3,679,705		3,766,995
Current assets
Stocks	15	4,880,514		5,704,554
Debtors: amounts falling due within one year	16	3,017,638		1,130,705
Cash at bank and in hand	17	2,228,759		2,337,213
		10,126,911		9,172,472
Creditors: amounts falling due within one year	18	(9,614,289)		(6,416,222)
Net current assets			512,622		2,756,250
Total assets less current liabilities			4,192,327		6,523,245
Creditors: amounts falling due after more than one year	19		(285,993)		-
Provisions for liabilities
Net assets excluding pension asset			3,906,334		6,523,245
Net assets			3,906,334		6,523,245

Capital and reserves
Called up share capital	22	10,000,000	10,000,000
Foreign exchange reserve		(31,956)	(30,369)
Profit and loss account		(6,061,710)	(3,446,386)
Equity attributable to owners of the Parent Company		3,906,334	6,523,245
		3,906,334	6,523,245

Page 10

THAT NEWCO LIMITED

REGISTERED NUMBER: 14158962

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 30 JUNE 2025

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

I N Blackman

Director

Date: 14 April 2026

The notes on pages 18 to 36 form part of these financial statements.

Page 11

THAT NEWCO LIMITED

REGISTERED NUMBER: 14158962

COMPANY BALANCE SHEET

AS AT 30 JUNE 2025

		2025		2024
Note		£		£

Fixed assets
Investments	14		1		1
			1		1
Current assets
Debtors: amounts falling due within one year	16	9,177,772		8,242,772
Cash at bank and in hand	17	409,837		1,314,237
		9,587,609		9,557,009
Creditors: amounts falling due within one year	18	(2,934,198)		(1,781,971)
Net current assets			6,653,411		7,775,038
Total assets less current liabilities			6,653,412		7,775,039


Net assets			6,653,412		7,775,039

Capital and reserves
Called up share capital	22	10,000,000	10,000,000
Profit and loss account		(3,346,588)	(2,224,961)
		6,653,412	7,775,039

Page 12

THAT NEWCO LIMITED

REGISTERED NUMBER: 14158962

COMPANY BALANCE SHEET (CONTINUED)

AS AT 30 JUNE 2025

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

I N Blackman

Director

Date: 14 April 2026

The notes on pages 18 to 36 form part of these financial statements.

Page 13

THAT NEWCO LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 30 JUNE 2025

	Called up share capital	Foreign exchange reserve	Profit and loss account	Equity attributable to owners of Parent Company	Total equity
	£	£	£	£	£
At 1 July 2023	10,000,000	(24,867)	(2,062,930)	7,912,203	7,912,203

Loss for the year	-	-	(1,383,456)	(1,383,456)	(1,383,456)
Currency translation differences	-	(5,502)	-	(5,502)	(5,502)

At 1 July 2024	10,000,000	(30,369)	(3,446,386)	6,523,245	6,523,245

Loss for the period	-	-	(2,615,324)	(2,615,324)	(2,615,324)
Currency translation differences	-	(1,587)	-	(1,587)	(1,587)
At 30 June 2025	10,000,000	(31,956)	(6,061,710)	3,906,334	3,906,334

The notes on pages 18 to 36 form part of these financial statements.

Page 14

THAT NEWCO LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 30 JUNE 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 July 2023	10,000,000	(1,185,246)	8,814,754

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

At 1 July 2024	10,000,000	(2,224,961)	7,775,039

Loss for the period	-	(1,121,627)	(1,121,627)
At 30 June 2025	10,000,000	(3,346,588)	6,653,412

The notes on pages 18 to 36 form part of these financial statements.

Page 15

THAT NEWCO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 30 JUNE 2025

			2025	2024
			£	£

Cash flows from operating activities
Loss for the financial period	(2,615,324)	(1,383,456)
Adjustments for:
Amortisation of intangible assets	399,093	178,672
Depreciation of tangible assets	113,195	69,601
Loss on disposal of tangible assets	35,314	-
Interest paid	1,478,408	1,343,726
Interest received	(30,601)	(73,544)
Taxation charge	(290,203)	30,850
Decrease/(increase) in stocks	824,040	(840,505)
(Increase)/decrease in debtors	(1,600,925)	214,221
Increase in creditors	3,446,481	744,136
Net fair value losses/(gains) recognised in P&L	-	(100,023)
Right of Use Assets	(443,816)	-
FX	2,602	24,867
Bad debts written off	-	85,434
Net cash generated from operating activities	1,318,264	293,979

Cash flows from investing activities
Purchase of tangible fixed assets	(36,592)	(55,619)
Sale of tangible fixed assets	20,098	3,417
Interest received	30,601	73,544
Net cash from investing activities	14,107	21,342
Cash flows from financing activities
Interest paid	(1,478,408)	(1,343,726)
Net cash used in financing activities	(1,478,408)	(1,343,726)
Net (decrease) in cash and cash equivalents	(146,037)	(1,028,405)
Cash and cash equivalents at beginning of period	(576,082)	452,323
Cash and cash equivalents at the end of period	(722,119)	(576,082)

Cash and cash equivalents at the end of period comprise:
Cash at bank and in hand	2,228,759	2,337,213
Bank overdrafts	(2,950,878)	(2,913,295)
	(722,119)	(576,082)

Page 16

THAT NEWCO LIMITED

The notes on pages 18 to 36 form part of these financial statements.

Page 17

THAT NEWCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2025

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 2025, the group had net assets of £3,906,334.

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 18

THAT NEWCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2025

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 19

THAT NEWCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.6

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

The Group has early adopted the amendments to FRS 102 in respect of lease accounting. As a
result, leases are recognised on the balance sheet as right-of-use assets with corresponding lease
liabilities.

2.7

Interest income

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

2.8

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.

2.9

Borrowing costs

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

2.10

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.

Page 20

THAT NEWCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.11

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.

2.12

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.

2.13

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.

Page 21

THAT NEWCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.14

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.

Thegroup has early adopted the amendments to FRS 102 in respect of lease accounting. As a result, leases are recognised on the balance sheet as right-of-use assets with corresponding lease liabilities.

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
Other fixed assets	-

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.

2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.16

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.

2.17

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.

Page 22

THAT NEWCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.18

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.

2.19

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.

2.20

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.

2.21

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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for

Page 23

THAT NEWCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.21

Financial instruments (continued)

objective evidence of impairment. 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.

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.

Basic financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.

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

Page 24

THAT NEWCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.21

Financial instruments (continued)

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.

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:

					2025	2024
					£	£

United Kingdom	11,796,821	8,956,879
Rest of Europe	1,621,720	2,358,895
Rest of the world	1,955,248	2,597,827
	15,373,789	13,913,601

4.	Other operating income
		2025	2024
		£	£

Other operating income	6,567	78,872
	6,567	78,872

Page 25

THAT NEWCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2025

Depreciation of tangible assets	51,955	69,761
Exchange differences	399,093	178,672
Exchange differences	(226,195)	(100,024)
Other operating lease rentals	108,933	119,515
Share-based payment	74,576	109,417

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 26

THAT NEWCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2025

Employees

		Group	Group
		2025	2024
		£	£


Wages and salaries	2,694,168	3,468,135
Social security costs	292,952	346,476
Cost of defined contribution scheme	105,694	123,545
	3,092,814	3,938,156

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

	2025	2024
	No.	No.

Production	22	40
Administration	49	52

	71	92

The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)

8.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	299,573	309,691
	299,573	309,691

The highest paid director received remuneration of £136,500 (2024 - £134,333).

9.	Interest receivable
		2025	2024
		£	£

	Other interest receivable	30,601	73,544
		30,601	73,544

Page 27

THAT NEWCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2025

10.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	301,593	230,467
Bank and other loan interest payable	24,587	-
Preference share interest payable	1,152,228	1,113,259
	1,478,408	1,343,726

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

Fees in relation to Store Opening	16,814	-
Exceptional Professional and Consulting fees	27,570	-
VAT adjustment	(105,657)	-
Cost in relation to Off-Shoring Production	35,308	-
Redundancy costs	297,480	100,932
	271,515	100,932

Page 28

THAT NEWCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2025

12.	Intangible assets
	Group and Company

		Goodwill
		£
	Cost
	At 1 July 2024	3,990,927
	At 30 June 2025	3,990,927
	Amortisation
	At 1 July 2024	429,062
	Charge for the period on owned assets	399,093
	At 30 June 2025	828,155
	Net book value
	At 30 June 2025	3,162,772
	At 30 June 2024	3,561,865

Page 29

THAT NEWCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2025

13.	Tangible fixed assets
	Group

	Plant and machinery	Computer equipment	Right-of-use Assets	Total
	£	£	£	£
Cost or valuation
At 1 July 2024	793,433	459,877	-	1,253,310
Additions	27,560	9,032	443,816	480,408
Disposals	(125,524)	(27,989)	-	(153,513)
At 30 June 2025	695,469	440,920	443,816	1,580,205
Depreciation
At 1 July 2024	690,435	357,744	-	1,048,179
Charge for the period on owned assets	25,773	14,395	-	40,168
Charge for the period on financed assets	-	-	73,027	73,027
Disposals	(93,635)	(4,467)	-	(98,102)
At 30 June 2025	622,573	367,672	73,027	1,063,272
Net book value
At 30 June 2025	72,896	73,248	370,789	516,933
At 30 June 2024	102,997	102,133	-	205,130

Finance leases

The company has early adopted the amendments to FRS 102 in respect of lease accounting. The right-of-use asset relates to the property finance leases held by the company.

Page 30

THAT NEWCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2025

14.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 July 2024	1
	At 30 June 2025	1

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Sealskinz Holdings Limited	Nelson House 9 -10, Kings Lynn, PE30 2DE	Ordinary	100%
Sealskinz Limited	Nelson House 9 -10, Kings Lynn, PE30 2DE	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%
One Pace Ahead Limited	32 Hampstead High Street, London, England, NW3 1JQ	Ordinary	100%

Page 31

THAT NEWCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2025

Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 30 June 2025 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

Sealskinz Holdings Limited	601,563	(180)
Sealskinz Limited	(2,911,382)	(957,523)
Sealskinz Inc	(147,019)	175,484
Sealskinz Digital Inc	(142,386)	(313)
Sealskinz GmbH	741,661	76,077
One Pace Ahead Limited	(97,946)	(97,946)

15.	Stocks
		Group	Group
		2025	2024
		£	£

Raw materials and consumables	344,289	849,447
Work in progress (goods to be sold)	-	99,055
Finished goods and goods for resale	4,536,225	4,756,052
	4,880,514	5,704,554

Page 32

THAT NEWCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2025

16.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	1,902,873	615,250	-	-
Amounts owed by group undertakings	-	-	9,059,672	8,124,672
Other debtors	246,327	161,123	118,100	118,100
Prepayments and accrued income	428,771	200,677	-	-
Deferred taxation	439,667	149,464	-	-
Financial instruments	-	4,191	-	-
	3,017,638	1,130,705	9,177,772	8,242,772

17.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	2,228,759	2,337,213	409,837	1,314,237
Less: bank overdrafts	(2,950,878)	(2,913,295)	-	-
	(722,119)	(576,082)	409,837	1,314,237

18.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank overdrafts	2,950,878	2,913,295	-	-
Payments received on account	436,411	244,276	-	-
Trade creditors	1,977,476	760,946	-	-
Other taxation and social security	387,397	283,371	-	-
Obligations under finance lease and hire purchase contracts	137,002	-	-	-
Other creditors	198,287	105,686	-	-
Accruals and deferred income	3,379,690	2,108,648	2,934,198	1,781,971
Financial instruments	147,148	-	-	-
	9,614,289	6,416,222	2,934,198	1,781,971

Page 33

THAT NEWCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2025

19.	Creditors: Amounts falling due after more than one year
		Group	Group
		2025	2024
		£	£

Net obligations under finance leases and hire purchase contracts	285,993	-
	285,993	-

The company has early adopted the amendments to FRS 102 in respect of lease accounting. The Lease Liabilities relates to the property leases held by the company.

20.	Maturity Analysis of Finance Lease Payments
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2025	2024
		£	£

Within one year	137,002	-
Between 1-5 years	344,697	-
	481,699	-

21.	Deferred taxation
	Group

	2025	2024
	£	£

At beginning of year	149,464	180,314
Charged to profit or loss	290,203	(30,850)
At end of year	439,667	149,464

Page 34

THAT NEWCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2025

21.Deferred taxation (continued)

Company



At end of year	-	-


The deferred tax asset is made up as follows:
	Group	Group
	2025	2024
	£	£

Accelerated capital allowances	(35,546)	(51,026)
Tax losses carried forward	475,213	200,490
	439,667	149,464

Page 35

THAT NEWCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2025

22.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

800,000 (2024 - 800,000) A Ordinary shares of £1.00 each	800,000	800,000
200,000 (2024 - 200,000) B Ordinary shares of £1.00 each	200,000	200,000
9,000,000 (2024 - 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 prior 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 2025 had an exercise price of £1, and a remaining contractual life of 8.5 years.

24.	Contingent liabilities

The Company has provided a guarantee under sections 479A–479C of the Companies Act 2006 in respect of One Pace Ahead Limited, enabling them to claim exemption from audit. The Company guarantees the liabilities of the company existing at the balance sheet date.

No liability has been recognised in respect of this guarantee as the directors consider that the likelihood of a payment under the guarantee is remote.The Company will continue to honour this guarantee for as long as the related subsidiary makes use of the audit exemption.

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 36