ACCOUNTS - Final Accounts

Operating (loss)/profit

The operating (loss)/profit is stated after charging:

Registered number: 04925632

SEALSKINZ LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

SEALSKINZ LIMITED

COMPANY INFORMATION

Directors	I N Blackman
	R S Kelvin
	R L Green


Registered number	04925632


Registered office	Nelson House 9-10
	Nelson Business Park, Bergen Way, North Lynn Industrial Estate
	Norfolk
	PE30 2DE


Independent auditors	Harris & Trotter LLP
	Chartered Accountants & Statutory Auditors
	101 New Cavendish Street
	1st Floor South
	London
	W1W 6XH

SEALSKINZ LIMITED

CONTENTS

	Page
Strategic Report	1 - 3
Directors' Report	4 - 5
Independent Auditors' Report	6 - 9
Statement of Comprehensive Income	10
Balance Sheet	11 - 12
Statement of Changes in Equity	13
Notes to the Financial Statements	14 - 28

SEALSKINZ LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2025

Introduction

The directors present their Strategic Report for the year ended 30 June 2025.

Business review

The directors report steady performance for the year ended 30 June 2025. Turnover was £14.5 million, reflecting an increase of 10.2% compared to the prior year (£13.1 million). Gross profit was 29.9% for the year, a decrease of 227bps, 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.

The reported loss before tax was £1,247,725 (2024: loss before tax of £17,172).

Financial Risk Management Policies and Objectives

Overview

The Company’s principal financial risks and mitigation strategies include:

1. Currency Risk: Exposure to foreign exchange risk is managed by utilizing forward exchange contracts and matching currency-denominated liabilities with corresponding assets.

2. Credit Risk: The Company actively monitors trade debtor balances and enforces credit limits informed by payment history, market insights, and third-party references.

Page 1

SEALSKINZ LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2025

Key Performance Indicators

The Company tracks various performance metrics, including both financial, operational, and commercial indicators. Operational and commercial statistics include sales orders, despatches, returns, yields, productivity, stock, and debtors.

For the year ended 30 June 2025, key metrics included:

• Turnover: £14.4 million (2024: £13.1 million)
• Operating Loss: £786,843 (2024: £212,629 (excluding exceptional benefits from sale)
• Shareholders’ Deficit: £1.9 million (2024: £1.9 million)
• Turnover per Employee: £217k (2024: £155k)

Future Developments

The directors remain focused on the following strategic priorities for the upcoming year:

• Development of new products, including seasonal ranges for spring and summer and hiking clothing to enable consumers to ‘stay outdoors longer’.
• 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.

Principal Risks and Uncertainties

The directors have identified key risks that could impact the business:

• Inflation and Cost Pressures: The rising cost of raw materials, utilities, and freight poses challenges.

• Currency Volatility: Exposure to currency fluctuations is actively managed through hedging strategies.

• Economic Environment: While inflation, interest rates, and consumer confidence are monitored closely, pre-orders provide a buffer against adverse impacts. USA/China trade negotiations represent risk to trading competitively in USA with China manufactured product.

• Legacy Systems: The company relies on an outdated and unsupported ERP system and localised servers which represents a security risk and lack of data.

Outlook:

The directors are excited about the future as the Company strategically invests in new product development and investment in modernisation to systems and infrastructure. With these strong foundations, alongside the potential of opening of a new permanent store, the Company is poised for growth across all markets and channels in 2025/26. While short-term profitability will reflect these investments, the directors are confident in the medium- and long-term gains they will deliver.

Post Balance Sheet Events:

Following the balance sheet date, the company implemented a new ERP system as part of a strategic initiative to strengthen competitive positioning. The system enhances business-wide visibility, drives efficiency across existing processes, and enables teams to remain agile in responding to orders and customer requests.

Page 2

SEALSKINZ LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2025

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

I N Blackman

Director

Date: 10 April 2026

Page 3

SEALSKINZ LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 JUNE 2025

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

Directors

The directors who served during the year were:

I N Blackman

R S Kelvin

R L Green

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.

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

∙select suitable accounting policies for the Company'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 Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity of the Company during the year 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 year, after taxation, amounted to £957,522 (2024 - loss £48,021).

No dividends were paid during the year (2024: £nil).

Political and charitable contributions

The Company made no political contributions or charitable donations during the year (2024: £Nil).

Page 4

SEALSKINZ LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR 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'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'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: 10 April 2026

Page 5

SEALSKINZ LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SEALSKINZ LIMITED

Opinion

We have audited the financial statements of Sealskinz Limited (the 'Company') for the year ended 30 June 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the 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 Company's affairs as at 30 June 2025 and of its loss for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

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 Company 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 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 6

SEALSKINZ LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SEALSKINZ 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 7

SEALSKINZ LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SEALSKINZ 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 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:

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 non compliance with laws and regulations, our procedures included the following:

• We obtained an understanding of the legal and regulatory frameworks applicable to the Group 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 Group 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 8

SEALSKINZ LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SEALSKINZ 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

10 April 2026

Page 9

SEALSKINZ LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2025

	2025	2024
Note	£	£


Turnover	3	14,470,741	13,133,308
Cost of sales		(10,151,012)	(8,871,491)
Gross profit		4,319,729	4,261,817
Administrative expenses		(5,056,240)	(4,056,863)
Exceptional administrative expenses		(196,331)	(71,196)
Other operating income	4	6,567	78,872
Operating (loss)/profit	5	(926,275)	212,630
Interest payable and similar expenses	9	(321,450)	(229,801)
Loss before tax		(1,247,725)	(17,171)
Tax on loss	10	290,203	(30,850)
Loss for the financial year		(957,522)	(48,021)

Other comprehensive income for the year
Total comprehensive income for the year		(957,522)	(48,021)

The notes on pages 14 to 28 form part of these financial statements.

Page 10

SEALSKINZ LIMITED

REGISTERED NUMBER: 04925632

BALANCE SHEET

AS AT 30 JUNE 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	12		516,902		204,735
Investments	13		22,398		22,398
			539,300		227,133
Current assets
Stocks	14	4,863,246		5,690,932
Debtors: amounts falling due within one year	15	3,669,968		1,491,252
Cash at bank and in hand	16	1,778,981		983,305
		10,312,195		8,165,489
Creditors: amounts falling due within one year	17	(13,476,884)		(10,346,482)
Net current liabilities			(3,164,689)		(2,180,993)
Total assets less current liabilities			(2,625,389)		(1,953,860)
Creditors: amounts falling due after more than one year	18		(285,993)		-

Net liabilities			(2,911,382)		(1,953,860)

Capital and reserves
Called up share capital	1,200,000	1,200,000
Profit and loss account	(4,111,382)	(3,153,860)
	(2,911,382)	(1,953,860)

Page 11

SEALSKINZ LIMITED

REGISTERED NUMBER: 04925632

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: 10 April 2026

The notes on pages 14 to 28 form part of these financial statements.

Page 12

SEALSKINZ LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 July 2023	1,200,000	(3,105,839)	(1,905,839)

Loss for the year	-	(48,021)	(48,021)

At 1 July 2024	1,200,000	(3,153,860)	(1,953,860)

Loss for the year	-	(957,522)	(957,522)
At 30 June 2025	1,200,000	(4,111,382)	(2,911,382)

The notes on pages 14 to 28 form part of these financial statements.

Page 13

SEALSKINZ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

1.	General information

Sealskinz Limited (the "Company") is a private Company incorporated and registered in England and Wales in The UK. The registered number is 04925632 and the registered address is Nelson House 9-10 Nelson Business Park, Bergen Way, North Lynn Industrial Estate, King's Lynn, Norfolk, England, PE30 2DE

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 management to exercise judgment in applying the Company's accounting policies.

The Company is exempt from the requirement to prepare Group accounts in accordance with section 400 of the Companies Act 2006 by virtue of the fact it is a wholly owned subsidiary of its immediate parent undertaking, Sealskinz Holdings Limited, a Company incorporated in England. The Company's ultimate parent undertaking, That NewCo Limited includes the Company in its consolidated financial statements. The consolidated financial statements of That NewCo Limited are available to the public and may be obtained from 32 Hampstead High Street, London, England, NW3 1JQ.

In these statemens, the Company is considered to be a qualifying entity (for the purposes of this FRS) and has applied the exemptions available under FRS 102 in respect of the following disclosures:

• Reconciliation of the number of shares outstanding from the beginning to end of the period;

• Cash Flow Statement and related notes; and

• Key Management Personnel compensation.

As the consolidated financial statements of That NewCo Limited include the disclosures equivalent to those required by FRS 102, the Company has also taken exemptions available in respect of the following disclosures:

• Certain disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial Instrument Issues in respect of financial instruments not falling within the fair value accounting rules of Paragaph 36(4) of Schedule 1.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.

The following principal accounting policies have been applied:

Page 14

SEALSKINZ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.2

Going concern

Notwithstanding net current liabilities, the directors have prepared the financial statements on a going concern basis which they consider to be appropriate.

The directors have considered the factors that impact the Group's future development, performance, cash flows and financial position along with the Group's current liquidity in forming their conclusion on the applicability of the going concern basis.The parent company of the Group has also confirmed that they will provide funding to support the operations of the Group should this be needed, and that they will not demand repayment of any of the amounts which they have borrowed to the group.

Consequently, the directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and have prepared the financial statements on a going concern basis.

2.3

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 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'.

Page 15

SEALSKINZ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company 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 Company 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.

2.5

Leased assets: the Company 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 company 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.

2.6

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.

2.7

Borrowing costs

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

Page 16

SEALSKINZ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.

2.9

Invoice discounting facility

There debts are invoice discounted the presentation of the gross debt is included within trade debtors with the advances received from invoice discounting being shown as a liability.

2.10

Current and deferred taxation

The tax expense for the year 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 operates and generates 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.

2.11

Exceptional items

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

Page 17

SEALSKINZ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.12

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
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.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.14

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.

Cost is based on the weighted average principle and includes expenditure incurred in acquiring the stocks, production or conversion costs and other costs in bringing them to their existing location and condition. In the case of manufactured stocks and work in progress, cost includes an appropriate share of overheads based on normal operating capacity.

2.15

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 18

SEALSKINZ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.16

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.

2.17

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.

2.18

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.

Turnover

The turnover is attributable to the principal activities of the Company, being the design manufacture and supply of waterproof and breathable clothing, which is considered to be single class of turnover.

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	12,550,741	9,759,164
Rest of Europe	570,000	1,661,769
Rest of the world	1,350,000	1,712,375
	14,470,741	13,133,308

4.	Other operating income
		2025	2024
		£	£

Other Income	6,567	78,872
	6,567	78,872

Page 19

SEALSKINZ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

Depreciation of tangible fixed assets - owned by the company	62,425	69,224
Exchange differences	-	(31,737)
Other operating lease rentals - vehicle	72,932	74,639
Operating lease rentals - land and buildings	128,946	109,417

Fees payable to the Company's auditors for the audit of the Company's financial statements

30,000

25,000

Wages and salaries	2,469,011	3,008,168
Social security costs	266,213	297,123
Cost of defined contribution scheme	105,694	123,545
	2,840,918	3,428,836

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

	2025	2024
	No.	No.

Production	22	40
Administration	45	45

	67	85

Page 20

SEALSKINZ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

8.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	264,713	275,583
	264,713	275,583

	The highest paid director received remuneration of £136,500 (2024 - £134,333).
	The value of the Company's contributions paid to a defined benefit pension scheme in respect of the highest paid director amounted to £NIL (2024 - £NIL).

9.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	296,863	229,801
Other interest payable	24,587	-
	321,450	229,801

Page 21

SEALSKINZ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

Deferred tax
Origination and reversal of timing differences	(290,203)	30,850
Total deferred tax	(290,203)	30,850


	Tax on loss	(290,203)	30,850

Loss on ordinary activities before tax

(1,247,725)

(17,171)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(311,931)	(4,293)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	3,142	-
Capital allowances for year in excess of depreciation	34,081	3,368
Utilisation of tax losses	-	(56,538)
Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment	80,362	57,450
Current year trading loss carried forward	194,346	-
Other differences leading to an increase (decrease) in the tax charge	-	13
Deferred tax	(290,203)	30,850
Total tax charge for the year	(290,203)	30,850

Page 22

SEALSKINZ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

11.	Exceptional items
		2025	2024
		£	£

	Exceptional items	196,331	71,196
		196,331	71,196

12.	Tangible fixed assets

	Plant and machinery	Computer equipment	Right-of-use Assets	Total
	£	£	£	£
Cost or valuation
At 1 July 2024	793,433	456,477	-	1,249,910
Additions	27,560	9,032	443,816	480,408
Disposals	(125,524)	(27,989)	-	(153,513)
At 30 June 2025	695,469	437,520	443,816	1,576,805
Depreciation
At 1 July 2024	690,435	354,739	-	1,045,174
Charge for the year on owned assets	25,773	14,031	-	39,804
Charge for the year on financed assets	-	-	73,027	73,027
Disposals	(93,635)	(4,467)	-	(98,102)
At 30 June 2025	622,573	364,303	73,027	1,059,903
Net book value
At 30 June 2025	72,896	73,217	370,789	516,902
At 30 June 2024	102,997	101,738	-	204,735

Finance leases

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

Page 23

SEALSKINZ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

13.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 July 2024	22,398
	At 30 June 2025	22,398


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

Sealskinz Inc*	United States	Supply of waterproof and breathable clothing	Ordinary $1 shares	100%
Sealskinz Digital Inc*	United States	Supply of waterproof and breathable clothing	Ordinary $1 shares	100%
Sealskinz GMBH*	Germany	Supply of waterproof and breathable clothing	Ordinary €1 shares	100%

* These subsidiaries were 100% owned subsidiaries of Sealskinz Limited.

The address of Sealskinz Inc and Sealskinz Digital Inc is 5023 W 12TH Avenue, #334, Broomfield, Colorado, 80020, USA. The address of Sealskinz GmbH is Rublandener Str. 3A, 91242 Ottensoos, Germany.

14.	Stocks
		2025	2024
		£	£

Raw materials and consumables	344,289	849,447
Work in progress	-	99,055
Finished goods	4,518,957	4,742,430
	4,863,246	5,690,932

Raw materials, consumables and changes in finished goods and work in progress recognised as cost of sales in the year amounted to £10,151,0120 (2024: £8,871,491).

Page 24

SEALSKINZ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

15.

Debtors

					2025	2024
					£	£


Trade debtors	1,868,009	482,235
Amounts owed by group undertakings	854,428	640,171
Other debtors	80,130	17,503
Prepayments and accrued income	427,734	197,688
Deferred taxation	439,667	149,464
Financial instruments	-	4,191
	3,669,968	1,491,252

16.	Cash and cash equivalents
		2025	2024
		£	£

Cash at bank and in hand	1,778,981	983,305
Less: bank overdrafts	(2,950,878)	(2,913,295)
	(1,171,897)	(1,929,990)

Page 25

SEALSKINZ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

17.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Bank loans and overdrafts	2,950,878	2,913,295
Payments received on account	436,411	244,276
Trade creditors	2,065,156	817,035
Amounts owed to group undertakings	6,757,409	5,759,549
Other taxation and social security	375,997	271,597
Lease Liabilities	137,002	-
Other creditors	195,058	60,074
Accruals and deferred income	411,825	280,656
Financial instruments	147,148	-
	13,476,884	10,346,482

The amounts owed to goup undertakings relate to a combination of funding and trading balances held with other Group Companies. These are interest free and repayable on demand. No collateral is secured against these balances.

The Company has an invoice discounting agreement with HSBC Invoice Finance (UK) Limited who hold a first charge over the debtors ledger. Bank loans and overdraft facilities are with HSBC Bank Plc, who hold a debenture over all other assets of the Company.

The Company provided a cross guarantee to the secured loan note holders in Sealskinz Holdings Limited, the holding Company.

The holding Company, Sealskinz Holdings Limited, also provide cross guarantees relating to the Company's banking facilities.

The company have a net overdraft facility available across the 3 bank accounts it holds totalling £1,608,308. During the year, the net overdraft drawn down amounted to £322,586 (2024: £549,674).

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

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

Page 26

SEALSKINZ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

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

Page 27

SEALSKINZ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

20.	Deferred taxation

	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

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

Tax losses carried forward	475,213	200,490
Origination and reversal of timing differences	(35,546)	(51,026)
	439,667	149,464

21.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £105,694 (2024 - £123,545) . Contributions totalling £12,366 (2024 - £17,431) were payable to the fund at the balance sheet date and are included in creditors.

22.	Related party transactions
	The Company has taken advantage of the exemption given within FRS 102 from disclosing transactions with other wholly owned members of the Group. As such there are no related related party transactions that require disclosure.

23.	Ultimate parent Company and parent Company of larger Group

The Company is a subsidiary undertaking of Sealskinz Holdings Limited.

The largest Group in which the results of the Company are consolidated is that headed by That Newco Limited, 32 Hampstead High Street, London, England, NW3 1JQ. No other Group financial statements include the results of the Company. The consolidated financial statements of this group is available to the public and may be obtained from 32 Hampstead High Street, London, England, NW3 1JQ.

Page 28