OLSAM OPCO LIMITED

• ⚠

  Annual accounts overdue

  Due 2025-12-31.

• ⚠

  Material uncertainty over going concern

  We draw attention to Note 2.3 in the financial statements, which indicates that at the date of approval of the financial statements the Company and the Group were dependent on the support of their existing shareholder and lender to make further funding available to enable the Company and the Group to continue as a going concern and that there is no binding legal agreement in place between the Company and the Group to provide such funding. If the anticipated funding is not available, alternative sources of funding would be required. As stated in Note 2.3, these conditions represent a material uncertainty that may cast significant doubt on the Company and the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

• ◆

  Audit opinion: Qualified

  Latest auditor's report carried a non-clean opinion.

• ◆

  1 PSC ceased in last 24 months

  Significant control changed hands — see the Ownership section.

Values shown as filed in the company's annual accounts. — indicates the figure wasn't present under that line item in that period. About these numbers

• Turnover

  +21.6%

  £20,368,819 → £24,760,618

• Cash

  +196.4%

  £1,617,906 → £4,795,950

  highest in 3 filed years

• Net assets

  -317.5%

  -£15,683,153 → -£65,471,112

  lowest in 3 filed years

• Employees

  -14.9%

  47 → 40

• Operating profit

  -381%

  -£9,282,437 → -£44,644,343

• Profit before tax

  -321.7%

  -£12,067,129 → -£50,881,872

• Wages

  -1.1%

  £2,720,208 → £2,691,192

Each % is (latest − prior) ÷ |prior| for the line item as filed. The comparison is only shown when the latest and prior accounts cover broadly equal-length periods — short or long stubs (typical around incorporation or a year-end change) are suppressed rather than misrepresented. Lines a company doesn't report are omitted. About these numbers

Margins divide P&L lines by turnover. Gearing is liabilities over total assets. Current ratio is current assets over creditors falling due within one year. Interest cover is operating profit over absolute finance costs. Margin ratios are hidden where reported turnover is too small relative to profit to yield a meaningful figure — typical of holding companies whose income is mostly subsidiary dividends rather than trading revenue. Sector-distribution context coming next.

Accounting basis

FRS 102

Reporting scope

Consolidated group

Auditor

S&W Audit

Audit opinion

Qualified

Going concern

Material uncertainty disclosed

“We draw attention to Note 2.3 in the financial statements, which indicates that at the date of approval of the financial statements the Company and the Group were dependent on the support of their existing shareholder and lender to make further funding available to enable the Company and the Group to continue as a going concern and that there is no binding legal agreement in place between the Company and the Group to provide such funding. If the anticipated funding is not available, alternative sources of funding would be required. As stated in Note 2.3, these conditions represent a material uncertainty that may cast significant doubt on the Company and the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.”

Group structure

1. OLSAM OPCO LIMITED · parent
   1. Peak Coffee Limited 100% · UK
   2. Mayan Green Ltd 100% · UK
   3. EN Travel Limited 100% · UK
   4. Powr Limited 100% · UK
   5. Kitzini Limited 100% · UK
   6. Danidean Ltd 100% · UK
   7. Anbow Limited 100% · UK
   8. Personal Grooming Co Ltd 100% · UK
   9. Paw 5 Limited 100% · UK
   10. Vibeside Limited 100% · UK
   11. Shellco 2021 Limited (formerly Bakblade Limited) 100% · UK
   12. Colapz Limited 100% · UK
   13. Wanderlust Products Ltd 100% · UK
   14. UK Innovations GP Ltd 100% · UK
   15. Olsam Acq AA Limited 100% · UK
   16. Olsam Acq AB Limited 100% · UK
   17. Olsam Acq AC Limited 100% · UK
   18. Olsam LLC 100% · US
   19. Olsam E-Commerce (Shenzhen) Co. Ltd 100% · China
   20. Dwarfs B.V. 100% · Netherlands
   21. Marketfleet, Inc 100% · US
   22. Starlight Marketplaces Inc 100% · US
   23. Dwarfs Midco B.V. 100% · Netherlands
   24. Dwarfs Service B.V. 100% · Netherlands
   25. Globetrade24 UG 100% · Germany
   26. Dwarfs Patents & Trademarks B.V. 100% · Netherlands
   27. Hanky B.V. 100% · Netherlands
   28. Dwarfs International B.V. 100% · Netherlands
   29. Dealtraders B.V. 100% · Netherlands
   30. Gadgy 4 B.V. 100% · Netherlands
   31. Amco International B.V. 100% · Netherlands
   32. Gadgy 3 B.V. 100% · Netherlands
   33. Gadgy 2 B.V. 100% · Netherlands
   34. Gadgy 1 B.V. 100% · Netherlands
   35. Gadgy B.V. 100% · Netherlands

Significant events

• “In 2023 Olsam OpCo Limited experienced a good level of revenue growth (+21.6%), primarily driven by the acquisition of several additional brands through the course of 2022.”
• “During 2022 the company had made significant investments in operational capabilities in order to drive growth in the business in 2023 and beyond, however the negative market backdrop and resulting underperformance of many brands within the company's portfolio, together with the increased cost of borrowing, meant the business continued to be significantly loss making.”
• “Against this challenging macro-economic backdrop and the subdued trading performance, discussions with equity investors to inject further capital into the group proved unsuccessful. However, in attempt to shore up the company's financial position, in December 2023 the company was able to acquire a Dutch competitor, Dwarfs B.V., the consideration being shares issued by the company's then parent, Olsam Group Limited. The acquisition of Dwarfs B.V. brought with it cash on the balance sheet, additional brands, additional talent and an expansion of the company's marketplace capabilities to include selling on Bol.com in the Netherlands.”
• “The difficult macro-economic environment, including high interest rates, remained throughout 2024, and despite efforts to extract synergies from the acquisition of Dwarfs B.V., the company struggled to drive sufficient growth from its existing brands and the newly acquired brands in order to become profitable and cash flow positive.”
• “A further injection of capital was needed to support the ongoing operations and after several months of conversations between the major equity holders of the then parent company, Olsam Group Limited, and the company's debt providers, the group underwent a restructuring in August 2024 whereby control of Olsam OpCo Limited and its subsidiaries passed to a new parent company, Fairweather BidCo Limited, which is owned by funds managed by NorthWall Capital, which also manages the company's lender.”
• “After a year of disruption in 2024 from both the integration of the Dwarfs B.V. business and the corporate restructuring, the business has traded confidently into 2025 as it approaches a sustainable level of profitability. The company's balance sheet has improved significantly with a reduction in debt, trading losses have been reduced, and measures are being taken to further improve operational performance and efficiency.”
• “On 13 August 2024, the group underwent a restructuring whereby control of Olsam OpCo Limited and its subsidiaries passed to a new parent company, Fairweather BidCo Limited, a Guernsey company managed by NorthWall Capital. The liabilities owing by the Company and its subsidiaries to Olsam Group Limited were extinguished. As at 31 December 2023, these liabilities amounted to £23.1 million.”
• “On 24 October 2024, administrators were appointed to Shelico 2021 Limited which owned the Group's Bakblade business. The administrators immediately sold the business to another subsidiary company; it is expected that Shellco 2021 Limited will be liquidated in due course. There has been no change to the Group's business activities as a result of this; however the Group has avoided exposure to liabilities of circa US$4 million.”
• “Following the change of ownership, £12.5m of loan capital and £3.9m of interest accrued as at 31 December 2023 were waived by the lender. In addition, the lender provided additional funding by way of a capital contribution of £8.5m for working capital purposes, and further acquisition financing (see below).”
• “The directors are in negotiations with the lender to obtain an additional waiver of loans and accrued interest totalling £31.3 million as at 31 December 2023.”
• “On 31 July 2025, the Group completed the acquisition of the business and assets of an Australian based brand that operates in the personal care category. The consideration was in the form of cash and deferred and contingent consideration, with the cash being funded from additional borrowings. The acquisition is expected to deliver annual EBITDA in excess of AUS$3.0m.”

Auditor, going-concern and subsidiary information is drawn from the narrative of the latest annual accounts. About these numbers

Filings

8

last 12 months

Capital events

0

last 24 months

Officers appointed

0

last 12 months

Officers resigned

0

last 12 months

Direct counts from the register. No score, no rating — see the Filing timeline for the underlying events.