B J A Poynter01031 December 202425.0023.5001 January 20240163419900991100100266956207632138600155041138600155041148867753061161114886775306116115807669265119393647602030654302587195635959351849767342310850137232212720714144287116197363679131397467950011696236968741136302810010010010010010010010010010010010010010010010010010010010065563655636556365563173631736371457145102181021827409274094234423423175231759003321783730787010395215657826053017839149594167433123966126173657544388333937761217913061724279632631526315954763061724016488410011841844474970182012625752612556347735693744626405527594522376372242956Critical judgments in applying the Group's accounting policies In the application of the Group’s accounting policies, which are described in note 2, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements. In preparing these financial statements, the Directors have made the following judgments: Going concernAs disclosed in Note 2c Going concern the directors have judged that there is a reasonable expectation that the Company and the Group will be able to continue as a going concern for the foreseeable future. In coming to this conclusion, they judged that the Company and the Group's shareholder and lender will be willing to provide the necessary financial support. However, as there is no legal obligation on the shareholder and the lender to provide this financial support, the directors have had to use judgment to conclude that the Group and the Company are going concerns. This judgement is pervasive to the financial statements. Shellco business transfer During the year, administrators were appointed to Shellco 2021 Limited, and with the approval of Northwall Capital as the main creditor (and owner of Olsam OpCo) the Shellco 2021 Limited business and related assets were transferred to Personal Grooming Co Limited on 24 October 2024. The directors exercised judgement in determining the appropriate accounting treatment for this transaction, as FRS 102 does not prescribe a specific accounting treatment for business transfers between entities under common control. The directors considered whether the transaction should be accounted for as an asset acquisition, a business combination, or a common-control business transfer. In making this assessment, the directors considered the continuity of ultimate ownership, the continuation of the underlying business, the transfer of the related assets and trading operations, and the fact that the consideration was satisfied through the release of guarantee claims rather than cash consideration. The directors concluded that the transaction represented a transfer of a business between entities under common ultimate control. Accordingly, predecessor accounting was applied, with the transferred assets and liabilities recognised at their existing carrying amounts immediately before the transfer. No fair value uplift, new goodwill or bargain purchase gain was recognised. The gain on disposal arises solely from the net obligations that were avoided as a result of the administration. This is disclosed as “Profit arising on the disposal of a subsidiary” on the face of the Consolidated Statement of Comprehensive Income.  Impairment assessmentsDue to the losses incurred and the Group’s continued trading challenges during the year, the directors considered whether there were indicators of impairment in respect of the Group’s goodwill, trademarks, software and investments. The directors identified that the appropriate cash-generating units remained aligned with the trading names and brands used by the Group in its marketplace and direct-to-consumer operations. In undertaking the assessments, the directors considered the carrying value of the relevant assets by cash-generating unit, including the associated goodwill and trademarks, and compared these amounts with the estimated recoverable amount of each cash-generating unit. The recoverable amount was assessed by reference to the expected future cash flows and trading prospects of the relevant brands, taking account of the 2024, 2025 and 2026 trading performance, stock and supply-chain challenges, the macroeconomic environment and the restructuring completed during the year. Following this assessment, the directors recognised an impairment charge of £0.7 million (2023: £38 million) in the year ended 31 December 2024, comprising £0.3 million (2023: £29.7 million) in respect of goodwill and £0.4 million (2023: £8.3 million) in respect of trademarks. No impairment was recognised in respect of software or investments. The impairment charge principally related to the Bro Shaver and Wanderlust Products Limited, trading as D&D cash-generating units, where the directors considered that the carrying value of the related goodwill and trademarks was no longer fully supported by expected future performance. After recognising the impairment charge and amortisation for the year, the Group’s carrying value of goodwill at 31 December 2024 was £3.3 million (2023: £4.1 million) and the carrying value of trademarks was £6.0 million (2023: £7.2 million) (Note 12). The directors consider that the remaining carrying values are supported by the expected future trading performance of the relevant cash-generating units.  Amendments to loan agreementsThe Company entered into a loan agreement in 2021, which was amended in 2022 and 2023, and during 2024 the loan arrangements were further amended and restated. In addition, on 24 October 2024, a Partial Deed of Release was entered into under which part of the outstanding debt was released and discharged.The directors considered whether the 2024 amendments to the loan arrangements represented a substantial modification of the existing financial liabilities and hence whether the existing loans should be derecognised and new financial liabilities recognised. On derecognition of a loan, any loan transaction costs relating to the original loan agreement which have yet to be expensed are written off and any costs associated with the amendment are spread over the amended loan term using the effective interest rate method.The directors assessed that the amendments to the loan arrangements were not substantial modifications and therefore the original loan transaction costs continue to be expensed over the life of the loan. Loan amendment fees were expensed as incurred.The element of the outstanding loan balance released during the year was derecognised when the Company was legally released from its obligation to repay that amount. As the release was made in the lender’s capacity as an owner, the amount released was recognised as a capital contribution directly in equity. Loan extensions The loan agreements include an option for the lender to extend the loan repayment date from 31 December 2025 to 31 December 2026. NorthWall Capital advised during the year that the loans had been extended. This has been documented in the letter of support provided by NorthWall Capital. The directors have prepared these financial statements on the basis that the loans have been extended, based on the statements made by NorthWall Capital, the written confirmation of the extension subsequently received and the fact that repayment of the loans was not demanded on 31 December 2025. Amounts owed to/from Group undertakingsAccounting for amounts receivable and payable from Olsam Group Limited following the liquidation of Olsam Group Limited. All payables relating to this entity were released and hence credited directly to equity in accordance with FRS 102 as this credit was received whilst Olsam Group was an equity participant in Olsam Opco Limited. However, since there was no formal agreement in respect to receivables, and hence no formal right to offset, the £1.3 million impairment of these balances has been charged to profit or loss rather than being offset with the capital contribution arising on the release of the payables which was credited directly to equity.  Waiver of cash interestWaiver of cash interest under the loan agreements interest is due via payments in kind notes, together with a smaller cash element. Immediately following the restructure, Northwall Capital advised that they will not seek to collect the cash element of the interest. As this is contractually due under the loan agreements, which have not been amended in this regard, the directors continue to accrue the interest and then release the accruals as capital contributions. (See note 18). Valuation of investmentsAssets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below. Non-financial assets An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. The recoverable amount of goodwill is derived from an estimate of the present value of the future cash flows of the cash-generating units of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis. Where indicators exist for a decrease in impairment loss previously recognised for assets other than goodwill, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied to the assets of the CGU, except for goodwill, on a pro-rata basis. Impairment of goodwill is never reversed.  Financial assetsFor financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date. Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.Exceptional itemsThe financial statements have been prepared using the going concern basis of accounting.The Company and the Group have historically relied upon external funding to maintain an adequate level of liquidity to support their ongoing operations and growth. During 2024, the Group’s trading performance was affected by the integration of the Dwarfs B.V. business, which was acquired in late December 2023, stock challenges associated with that business and the challenging macroeconomic environment.Following discussions between the major equity holders of the then parent company, Olsam Group Limited, and the Group’s debt providers, the Group underwent a restructuring in August 2024. As part of the restructuring, 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. Following the restructuring, the Group received a significant injection of capital to fund its existing operations and support further brand acquisitions. Certain loans were also waived, significantly reducing the level of debt within the Group.Since the restructuring, further financial support has been provided to the Group, including funding for the acquisition of the Wrinkles Schminkles business in July 2025 and associated acquisition payments during 2026. In line with the plans established at the time of the restructuring, a further reduction in the debt held within the Group is expected to take place during the third quarter of 2026.The Company and the Group remain reliant on continued capital contributions and financial support in the near term, although at a significantly reduced level following the capital injection and loan waivers completed as part of the restructuring. The directors expect this reliance to reduce further as the benefits of the restructuring, the strategic reset of the business and the actions taken to improve trading performance and cash generation are realised.The directors have reviewed the Company’s and the Group’s forecasts and cash flow projections to 31 December 2028. These forecasts reflect expected trading performance, working capital requirements, operating and financing costs, the capital provided following the restructuring, the waiver and anticipated further reduction of certain loans, and the funding provided for the acquisition of the Wrinkles Schminkles business. The projections also presume that the loans, which are currently due for repayment on 31 December 2026, will be extended at least to the end of the forecast period. Furthermore reasonably possible downside scenarios are also considered, including lower revenue and gross margins, delays in cash collection, increased input and operating costs, adverse movements in working capital and continued macroeconomic and tariff-related pressures. Management has identified mitigating actions that could be taken in response to such circumstances, including the continued management of operating costs, inventory purchasing and working capital, the rationalisation of brands and product lines, and further actions to improve the Group’s contribution margins and cash generation.NorthWall Capital has provided a letter of support to the Company. However, there is no legal obligation on NorthWall Capital to provide additional funding or other financial support, including extending the loans beyond 31 December 2026, to the Company or the Group beyond amounts that have been formally committed. The availability, timing and amount of any additional support remain at the discretion of NorthWall Capital. Accordingly, the letter of support, capital contributions, loan waivers and other financial support provided to date do not represent a legally enforceable commitment to provide all further funding that the Company or the Group may require throughout the going concern assessment period. If the anticipated funding is not available, alternative sources of funding would be required.After considering the forecasts and cash flow projections, the significant capital injection received, the waiver and planned further reduction of certain loans, the financial support provided since the restructuring and the mitigating actions available, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. The directors therefore continue to adopt the going concern basis of accounting in preparing these financial statements.However, the Company and the Group remain dependent upon continued capital contributions and financial support including extending the loans beyond 31 December 2026, during the going concern assessment period. The requirement for further financial support, together with the absence of a legally enforceable obligation requiring NorthWall Capital to provide all additional funding that may be required, and to extend the loans, indicates that a material uncertainty exists which may cast significant doubt upon the Company’s and the Group’s ability to continue as going concerns and, therefore, their ability to realise their assets and discharge their liabilities in the normal course of business.The financial statements do not include any adjustments that would be necessary if the Company or the Group were unable to continue as going concerns. 2157903479595021579034795950659475106116179062572100322910515842601061746706872332888226698721608133246461178650429233414588144152396454103252631511258039777109570554543834935512114291635708235301141604918400933498291660642105144035182645731300485243873621435012326241013824862375297075043796871231688569513772323721975151913344964924815191334496492481001548125844725994447259944472599444725994447259944472599416234832162348321623483210043972420100439724204397232027788375277883752778837527788375100161840451618394510016184045161839452 October 2026154811584397232059438313360709930522137470994877147127648403361393863901004612957GuildfordOur 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 auditor’s 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: We obtained a general understanding of the Group’s legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations in the countries in which the group operates, the entity’s policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the group’s industry and regulation. We understand that the group complies with the framework through: Updating operating procedures, manuals and internal controls as legal and regulatory requirements changeClose liaison with suppliers as regards product safety testing and conformity markingInspection of products for quality prior to shipment from the producing countryThe Directors’ close involvement in the day-to-day running of the business, meaning that any litigation or claims would come to their attention directlyTaking necessary action in the event of any regulatory concernsOutsourcing payroll and tax compliance to external experts. In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the group’s ability to conduct its business, and/or where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the group: The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements.Consumer laws relevant to the health, safety and environmental requirements of the group’s products. We performed the following specific procedures to gain evidence about compliance with the significant laws and regulations identified above: Enquiries of management including review of relevant correspondence;Obtaining written management representations regarding the adequacy of procedures in place. The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity’s financial statements to material misstatement, including how fraud might occur. The areas identified in this discussion were: Manipulation of the financial statements through incorrect estimation relating to potential impairments of intangible fixed assetsIncorrect revenue recognition including errors in the assessment of possible returns after the end of the accounting periodThe appropriateness of the going concern assessmentThe accuracy and classification of exceptional gains arising from:The liquidation of the Bakblade trading entityThe Group restructure which resulted in the cancellation of the balance due to the parent company and the change in ownershipThe partial forgiveness of debt by the lenderThe accuracy of stock quantities and stock costThe cost of stock soldThe accuracy of the balance due to the lenderManipulation of the financial statements via fraudulent journal entries These areas were communicated to the other members of the engagement team not present at the discussion. The procedures we carried out to gain evidence in the above areas included: In respect of the estimates identified above:Challenging management regarding the methodology used in making the estimates identified above and their judgements and assumptionsComparisons with market data and post-year-end data as appropriateSubstantive work on revenue, including the assessment of returns provisionsReview of the Group’s forecasts used to support their going concern assessment, including comparisons with post-year-end data and sensitivity analysis; communication with the lenderReview of the legal agreements giving rise to the exceptional gains and the Company’s accounting assessments; agreement of the gains to underlying accounting records and other evidence; assessment of the classification by reference to UK GAAP and best practiceSubstantive work on stock costs and quantities; assessment of the accounting and control systems implemented by the Group over stock purchases, stock holding and stock movementsSubstantive work on cost of stock sold in the year, including assessing the reliability of the supporting evidenceObtaining third party confirmation of the balances due to the lenderTesting of a sample of manual journal entries, selected through applying specific risk assessments based on the Group's processes and controls surrounding manual journal entries. A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.2 October 202631 December 2024Olsam Opco LimitedFinancials UK FRS 1022026.8.2+94963283,243669,73643972320154811581145104732860377916234832 13065587 core:RetainedEarningsAccumulatedLosses core:PreviouslyStatedAmount 2023-12-31 13065587 bus:Director2 2024-12-31 13065587 bus:Director1 2024-12-31 13065587 1 2024-01-01 2024-12-31 13065587 core:ComputerEquipment 2023-12-31 13065587 bus:Director4 2024-12-31 13065587 core:ComputerEquipment 2024-12-31 13065587 bus:Audited 2024-01-01 2024-12-31 13065587 core:Subsidiary7 2024-01-01 2024-12-31 13065587 bus:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 13065587 bus:Director10 2024-01-01 2024-12-31 13065587 core:Subsidiary8 2024-01-01 2024-12-31 13065587 core:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 13065587 core:Subsidiary17 2024-01-01 2024-12-31 13065587 core:Subsidiary16 2024-01-01 2024-12-31 13065587 core:Subsidiary18 2024-01-01 2024-12-31 13065587 core:Subsidiary14 2024-01-01 2024-12-31 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Registered number: 13065587

Olsam Opco Limited

Directors' Report and Financial Statements

For The Year Ended 31 December 2024

Olsam Opco Limited

Contents

Company Information
2
Group Strategic Report
3
Directors' Report
12
Directors' Responsibilities Statement
15
Audit Report
16
Consolidated Statement of Comprehensive Income
25
Consolidated Balance Sheet
26
Company Balance Sheet
28
Consolidated Statement of Changes in Equity
29
Company Statement of Changes in Equity
30
Consolidated Statement of Cash Flows
31
Notes To The Financial Statements
33

Olsam Opco Limited

Company Information

​Directors

A A B Garnier (appointed 13-08-2024)
A A Kontyaev (appointed 13-08-2024)
F C E Niven (appointed 13-08-2024)
B J A Poynter (appointed 04-10-2024)
O W W Horbye (resigned 03-10-2024)
S N J Horbye (resigned 03-10-2024)

Registered number

13065587​

Registered office

60 Tottenham Court Road, Office 835
Fitzrovia

London
Greater London
W1T 2EW

Independent auditors

S&W Audit

Chartered Accountants & Statutory Auditor

Onslow House

Onslow Street

Guildford

GU1 4TL

2

Olsam Opco Limited

Group Strategic Report

For The Year Ended 31 December 2024

Introduction

The directors present their strategic report for the year ended 31 December 2024. This report has been prepared for the Group as a whole and gives emphasis to matters significant to Olsam OpCo Limited and its subsidiaries when viewed as a whole.

Principal Activity

Olsam OpCo Limited (the “Company” or the “Business”) is an owner and operator of multiple brands across the Beauty, Personal Care, Health and Lifestyle categories. The Company sells its products across several channels including e-commerce marketplaces, wholesale partners and directly to consumers through its various owned websites. The Company, together with its subsidiaries, operate in the USA, UK, Europe and from July 2025 Australia.

Business review

Company Performance and Market backdrop

In 2024 the Group experienced strong revenue growth (35%), primarily driven by the acquisition of Dwarfs B.V. which completed in December 2023. The acquisition of Dwarfs B.V. brought with it cash on the balance sheet, additional revenue streams through new brands, additional talent, additional operating costs and an expansion of the company’s marketplace capabilities.

The trading environment in 2024 remained challenging with the ongoing impact of the Ukraine war, the associated energy crisis and high interest rates all impacting consumer confidence, challenging supply chains and input price cost pressures. The Dwarfs business at the time of acquisition had challenges with both significant overstocks in certain brands and also a lack of stock in other brands due to investment restrictions that had been put in place by its backers up to the point of acquisition. Delayed inventory arrival and the challenging market meant the Dwarfs business underperformed significantly relative to the expectations set at the time of acquisition.

3

Olsam Opco Limited

Group Strategic Report

For The Year Ended 31 December 2024

Restructuring

A further injection of capital was needed to support the ongoing operations. 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 the Group’s lender NorthWall Capital.

In addition, on 24 October 2024 administrators were appointed to Shellco 2021 Limited. The business and assets were transferred to Personal Grooming Co Limited, another group entity under common control, with the transferred trade and assets continuing within the existing Olsam OpCo Group.

Post restructuring trading

As part of the restructuring, Ben Poynter was appointed CEO and Olsam OpCo Limited received a significant injection of capital from NorthWall Capital to fund its existing operations and to support further brand acquisitions.

After a year of disruption in 2024 from the integration of the Dwarfs B.V. business, stock challenges and the corporate restructuring, the business traded confidently in the first half of 2025. Although the trading performance remained robust, the macro-economic environment saw new challenges, with the imposition of “Trump Tariffs” by the United States of America which impacted input prices, supply chains and created a significant additional workload for the business which detracted from the strategic turnaround underway following the restructuring. A small number of the Group’s brands could not support the additional cost burden these tariffs imposed and coupled with increased market competition, resulted in a rationalisation of both brands and Stock-Keeping Units ('SKUs') within the portfolio, the impact of which was to reduce revenue but sought to improve contribution margin outlook.

Olsam OpCo strategic reset

The second half of 2025 and into 2026 saw the strategic pivot of the business to a more omni-channel retailer. The acquisition of Wrinkles Schminkles in July 2025 was a meaningful step forward in this strategy, allowing the business to enhance both its D2C and retail capabilities whilst also expanding its geographic reach into the Australian market. The company has further invested in enhancing its team capabilities in the UK culminating in the relaunch of the Olsam OpCo business under the trading name Avenir Collective, executing on a similar acquisition strategy but with a focus on the beauty, personal care and health categories going forward. This shift will allow a greater focus on the brands that are most meaningful in the Group’s portfolio and help accelerate the growth of future acquisitions through greater depth in capabilities and relationships in these focused sectors.

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Olsam Opco Limited

Group Strategic Report

For The Year Ended 31 December 2024

Financial Review

The Group's income statement for the year ended 31 December 2024 represents a full year of trading of the Dwarfs B.V. acquisition under the Company’s ownership. The acquisition completed on 21 December 2023 and therefore the 2023 financial comparators only show 10 days of ownership of the Dwarfs business. The 2023 income statement was also impacted by the impairment of the acquired Dwarfs assets in addition to impairments of Olsam’s existing assets.

The Group saw strong year on year revenue growth (+35%) primarily reflecting the impact of the Dwarfs acquisition with gross profit improving from £5.4m to £6.9m (+29%). Administration expenses grew from £12.0m to £12.9m reflecting the addition of the Dwarfs B.V. operating costs at the start of the year which were then reduced significantly through the year as synergies were extracted. The Operating Loss of the business reduced from £44.6m to £8.0m, although this reflects the significant reduction in the impairment of intangible assets that was a feature of the 2023 financial performance (£38.0m in 2023 vs £0.7m in 2024). The 2024 Operating Loss was impacted by the corporate restructuring, including the associated pre-pack administration of Shellco 2021 Limited that saw the intercompany transfer of that entity’s business and the majority of the assets (including all intellectual property owned by ShellCo 2021) to another subsidiary of the Company, Personal Grooming Co Limited. The Group's Operating Loss before the impairment of trademarks and goodwill,  and the loss on derecognition of intercompany receivable, was £6.0m in 2024 vs £6.7m the prior year.

As a direct consequence of the restructuring, the Group’s liability to its former parent was released, which resulted in a reduction of short-term liabilities of £26.1 million and a write off of £1.3 million of intercompany debts. The reduction in liabilities was initially credited as a capital contribution and then transferred to retained earnings. Following the restructuring, NorthWall Capital waived loans and accumulated interest of £18.8 million and subsequently waived accrued cash interest.

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Olsam Opco Limited

Group Strategic Report

For The Year Ended 31 December 2024

Going Concern
Following discussions between the major equity holders of the then parent company, Olsam Group Limited, and the Group’s debt providers, the Group underwent a restructuring in August 2024. As part of the restructuring, 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. Following the restructuring, the Group received a significant injection of capital to fund its existing operations and support further brand acquisitions. Certain loans were also waived, significantly reducing the level of debt within the Group.

Since the restructuring, further financial support has been provided to the Group, including funding for the acquisition of the Wrinkles Schminkles business in July 2025 and associated acquisition payments during 2026. In line with the plans established at the time of the restructuring, a further reduction in the debt held within the Group is expected to take place during the third quarter of 2026.

The Company and the Group remain reliant on continued capital contributions and financial support in the near term, although at a significantly reduced level following the capital injection and loan waivers completed as part of the restructuring. The directors expect this reliance to reduce further as the benefits of the restructuring, the strategic reset of the business and the actions taken to improve trading performance and cash generation are realised.

The directors have reviewed the Company’s and the Group’s forecasts and cash flow projections to 31 December 2028. These forecasts reflect expected trading performance, working capital requirements, operating and financing costs, the capital provided following the restructuring, the waiver and anticipated further reduction of certain loans, and the funding provided for the acquisition of the Wrinkles Schminkles business. The projections also presume that the loans, which are currently due for repayment on 31 December 2026, will be extended at least to the end of the forecast period. Furthermore reasonably possible downside scenarios are also considered, including lower revenue and gross margins, delays in cash collection, increased input and operating costs, adverse movements in working capital and continued macroeconomic and tariff-related pressures. Management has identified mitigating actions that could be taken in response to such circumstances, including the continued management of operating costs, inventory purchasing and working capital, the rationalisation of brands and product lines, and further actions to improve the Group’s contribution margins and cash generation.

NorthWall Capital has provided a letter of support to the Company. However, there is no legal obligation on NorthWall Capital to provide additional funding or other financial support, including extending the loans beyond 31 December 2026 to the Company or the Group beyond amounts that have been formally committed. The availability, timing and amount of any additional support remain at the discretion of NorthWall Capital. Accordingly, the letter of support, capital contributions, loan waivers and other financial support provided to date do not represent a legally enforceable commitment to provide all further funding that the Company or the Group

6

Olsam Opco Limited

Group Strategic Report

For The Year Ended 31 December 2024

may require throughout the going concern assessment period.

After considering the forecasts and cash flow projections, the significant capital injection received, the waiver and planned further reduction of certain loans, the financial support provided since the restructuring and the mitigating actions available, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. The directors therefore continue to adopt the going concern basis of accounting in preparing these financial statements.

However, the Company and the Group remain dependent upon continued capital contributions and financial support including extending the loans beyond 31 December 2026, during the going concern assessment period. The requirement for further financial support, together with the absence of a legally enforceable obligation requiring NorthWall Capital to provide all additional funding that may be required, and to extend the loans, indicates that a material uncertainty exists which may cast significant doubt upon the Company’s and the Group’s ability to continue as going concerns and, therefore, their ability to realise their assets and discharge their liabilities in the normal course of business.

The financial statements do not include any adjustments that would be necessary if the Company or the Group were unable to continue as going concerns.

7

Olsam Opco Limited

Group Strategic Report

For The Year Ended 31 December 2024

Future Developments

2025 saw continued efforts to reduce operating costs, reduce losses and stabilise the business against the backdrop of the market uncertainty caused by the impact of tariffs in the US and continued competitive pressures.

The acquisition of the Wrinkles Schminkles business marked a turning point for the business, with a renewed focus on investing in future growth. After an initial period of review, the management and control of the business was brought to the UK where we have further invested in our omni-channel capabilities. The investment made will be used to drive the Wrinkles Schminkles business forward and will also be leveraged across the company’s existing brands and future acquisitions. Good progress is being made with the brand, with exciting product development opportunities in the pipeline, retail launches in the UK and other markets lined up, and channel expansion underway.

2025 also saw the negative impact of a legal challenge to the ShellCo 2021 limited administration and asset sale from a creditor of ShellCo 2021 limited. Despite being involved in the administration process and having knowledge of the asset sale and transfer, the creditor in question failed to disclose the sale and transfer to a US court in an effort to take ownership of certain Intellectual Property required to run the business which resulted in a hiatus in trading on the Amazon marketplace from November 2025 to January 2026. Following a court ruling, the company had its sole selling rights on the Amazon platform relating to the Intellectual Property reinstated. There remains a court case ongoing to fully resolve the matter and this continues to weigh on the Company's other minor trading channels in addition to taking up time and resource managing and funding the legal case. It is expected that all issues relating to this matter will be resolved in the Company's favour and it is the Company's intention to seek recompense relating to the trading disruption to the fullest extent available through the appropriate legal channels.

The directors remain in discussions with NorthWall Capital regarding a further reduction in the balance of debt held within the Group structure and an extension of the existing loan facilities beyond 31 December 2026; these arrangements had not been formally agreed at the date of approval of these financial statements.

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Olsam Opco Limited

Group Strategic Report

For The Year Ended 31 December 2024

Financial key performance indicators

The Company reviews KPIs on a daily, weekly and monthly basis across its brands and channel through its Business Intelligence ('BI') tools. The key KPIs that are monitored on this basis are:

-             Gross Sales

-             Net Revenue

-             Gross Profit Margin

In addition, the company monitors the group trading performance and financial position through monthly management reporting and rolling cashflow forecasting.

Principal risks and uncertainties

The Company is an owner and operator of multiple brands that uses third party manufacturers, freight, logistics and warehouse partners and is highly dependent upon sales channels owned and operated by other businesses of significant scale (e.g. Amazon).

Macro-economic risks

The primary macro-economic risk factors the business faces include:

  • Changes in consumer discretionary income
  • Changes in tariffs and duty rates between countries where the Company buys and sells its products (noting the majority of the Company’s products are manufactured in China)
  • Changes in the availability and price of materials used to manufacture its products
  • The impact of international conflicts that can cause shocks to freight rates, freight availability, transport times, or otherwise negatively impacting supply chains
  • Changes in political policies that have a negative impact on the cost structure or the company (e.g. changes to employment tax rates)

The Company’s revenues are spread geographically between the US and UK/Europe and can absorb some element of disruption in either location, however the company will continue to monitor the wider macro-economic environment and remain both vigilant and agile in the face of any disruptions.

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Olsam Opco Limited

Group Strategic Report

For The Year Ended 31 December 2024

Regulatory Environment

The Company’s revenues are generated from products that are subject to stringent laws, regulations and compliance requirements that vary across markets. Consequently, there is a risk that changes in these frameworks could lead to:

-             an inability to continue to sell certain products

-             significant changes needed in product and packaging design

-             increased costs for development, testing and compliance

-             meaningful policy changes by the sale channels which we rely on

To mitigate these risks, the Group continues to implement and enhance its product compliance and testing framework, regulatory testing and product certifications where applicable. However, any failure, or perceived failure to comply with the relevant laws and regulations could have a material impact on the company including through product recalls, fines, litigation, loss of revenue, increased operating costs and reputational damage.

Intellectual Property

The Company’s success is reliant, in part, upon its ability to protect its intellectual property associated with its products, including trademarks, patents and product registrations in the markets in which it operates. Failure of the legal systems that are designed to protect the Company’s Intellectual Property, including as a result of malicious actors manipulating those legal systems, or the Company otherwise failing to adequately protect its intellectual property, may materially impact the Company’s ability to trade certain products and as a result the Company’s financial position.

Borrowings

The company has historically received substantial funding in the form of interest-bearing loans. The Company’s operating performance can be negatively impacted by significant increases in interest rates and the associated costs relating to servicing the Company’s debt facilities. Following the restructuring in August 2024, the company has significantly reduced the size of its debts and maintains a strong relationship with its lenders as 100% owners of the business, thus minimising the impact of fluctuations in interest rates going forward. The Group's loans with NorthWall Capital are currently due for repayment on 31 December 2026. The directors are in discussions with NorthWall Capital regarding a further reduction in the Group's outstanding debt and an extension of the loan facilities beyond this date; as at the date of this report these arrangements have not been formally agreed (see Note 2c).

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Olsam Opco Limited

Group Strategic Report

For The Year Ended 31 December 2024

Currency Fluctuations 

The business receives its funding in Euros, its costs associated with the purchase and transport of inventory is in US dollars, and its principle operating costs are in pounds sterling and euros. The company receives the majority of its trading inflows in dollars and euros, and a reasonable proportion in pounds sterling. While the business is relatively well hedged based on the balance of inflow and outflows, movements in international currencies can negatively impact trading performance.

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

​B J A Poynter ​​
Director ​​​

2 October 2026 

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Olsam Opco Limited

Directors' Report

For The Year Ended 31 December 2024

The Directors present their report and the audited financial statements of Olsam Opco Limited ("the Company") for the year ended 31 December 2024.

Directors

The Directors who served during the year:

A A B Garnier (appointed 13-08-2024)

A A Kontyaev (appointed 13-08-2024)

F C E Niven (appointed 13-08-2024)

B J A Poynter (appointed 04-10-2024)

O W W Horbye (resigned 03-10-2024)

S N J Horbye (resigned 03-10-2024)

Future developments

The Company’s future developments are set out in the company strategy and financial review in accordance with s414C(11) of the Companies Act 2006 as the directors consider this to be of strategic importance to the Group.

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

12

Olsam Opco Limited

Directors' Report

For The Year Ended 31 December 2024

Post Balance Sheet events

On 31 July 2025, the company acquired the business and assets of Wrinkles Schminkles, an Australian based business, with business assets of AUS$11.3m, including goodwill. The business was expected, once fully integrated into the group, to deliver annual EBITDA in excess of AUS$3.0m. The acquisition of the Wrinkles Schminkles business marked a turning point for the business, with a renewed focus on investing in future growth. Following an initial period where the founder of the Wrinkles Schminkles was incentivised to drive the growth and profitability of the Wrinkles Schminkles business forward, in 2026 it became clear that a different approach was needed to be successful and the management and control of the business was brought to the UK where we have further invested in omni-channel capabilities to drive the Wrinkles Schminkles business forward and which will also be leveraged over the company’s other brands and future acquisitions. Good progress is being made with the brand, with exciting product development opportunities in the pipeline, retail launches in the UK and other markets lined up, and channel expansion underway.

Subsequent to the year end, the Group has continued to receive financial support from NorthWall Capital, including £4.9m for the acquisition of the Wrinkles Schminkles business and associated acquisition payments. Cash interest arising under the loan agreements has also been waived since 1 January 2025 and recognised as a capital contribution. The estimated benefit of this for 2025 was £2.5m.

Auditors

The auditors, S&W Audit, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

Under section 487(2) of the Companies Act 2006, S&W Audit will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

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

B J A Poynter  
Director  

13

Olsam Opco Limited

Directors' Report

For The Year Ended 31 December 2024

Date: 2 October 2026 

14

Olsam Opco Limited

Directors' Responsibilities Statement

For The Year Ended 31 December 2024

The Directors are responsible for preparing the Group 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 Director 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 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; state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;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 Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and the Parent Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

B J A Poynter​​​​​ ​​
Director ​​​

Date: 2 October 2026 

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Olsam Opco Limited

 

Independent Auditors' Report To The Members of Olsam Opco Limited

Qualified Opinion

We have audited the financial statements of Olsam Opco Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and the notes to the financial statements, including 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its loss for the year then ended;give a true and fair view of the state of the Group 's and of the parent Company's affairs as at 31 December 2024 and of the Group's for the year then ended;have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; andhave been prepared in accordance with the requirements of the Companies Act 2006.

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Olsam Opco Limited

 

Independent Auditors' Report To The Members of Olsam Opco Limited

Basis for qualified opinion We were not appointed as auditor of the Parent Company until October 2024 and thus did not observe the counting of physical stock as at 31 December 2023. We were unable to satisfy ourselves by alternative means concerning the stock quantities held at 31 December 2023, which were included in the accounting records at £8,391,238 by using other audit procedures. Further, in the year ended 31 December 2023, the Group used a third-party service provider to retain copy stock purchase invoices. However, at the time of undertaking our 2023 audit work, the Group had cancelled the third party service provider contract and had lost access to the stored invoices. Our audit report for the year ended 31 December 2023 was qualified as a result. The Parent Company did not arrange stocktakes as at 31 December 2024 (or any subsequent date) and hence we did not observe the counting of physical stock as at that, or any other, date. Whilst we were able to agree stock quantities to third party warehouse reports, we were unable to establish whether the Parent Company had established appropriate controls over the accuracy of the third party warehouse reports. We assess that the audit evidence available to us is insufficient to satisfy ourselves concerning the stock quantities held at 31 December 2024, which are included in the consolidated balance sheet at £6,525,189. Consequently, we were unable to determine: whether any adjustments to the closing stock as at 31 December 2023 were necessary, and hence whether there was any consequential effect on the cost of sales for the year ended 31 December 2024; andwhether any adjustments to the closing stock as at 31 December 2024 were necessary. In addition, were any adjustments to the purchases or opening or closing stock balance to be required, the strategic report would also need to be amended. 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 Auditor’s 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 UK, including the FRC’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 qualified opinion.

17

Olsam Opco Limited

 

Independent Auditors' Report To The Members of Olsam Opco Limited

Material uncertainty related to going concern We draw attention to Note 2c in the financial statements, which indicates that at the date of approval of the financial statements, the Parent Company and the Group were dependent on the continued capital contributions and financial support of their existing shareholder and lender to make further financial support available to enable the Company and the Group, including extending the current loans beyond 31 December 2026, to continue as a going concern and that there is no legally enforceable obligation in place between the Company and the Group and its existing shareholder and lender to provide all additional funding that may be required. If the anticipated funding is not available, alternative sources of funding would be required.As stated in Note 2c, these conditions represent a material uncertainty that may cast significant doubt on the Company’s and the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. Notwithstanding the above, 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.Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Other information

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Olsam Opco Limited

 

Independent Auditors' Report To The Members of Olsam Opco Limited

The other information comprises the information included in the Directors' report and financial statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Directors' report and financial statements. 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. As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning: the value of the stock held at 31 December 2023,cost of sales for the year ended 31 December 2024, andthe value of the closing stock held at 31 December 2024. We have concluded that where the other information refers to the opening stock balance, the cost of sales or the closing stock balance, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, 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 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

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Olsam Opco Limited

 

Independent Auditors' Report To The Members of Olsam Opco Limited

Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the Group and of the Company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

Arising solely from the limitation on the scope of our work relating to the cost of sales in the year and closing stock referred to above:

  • we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and
  • in our opinion, adequate accounting records have not been kept.
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:returns adequate for our audit have not been received from branches not visited by us; orthe Parent Company financial statements are not in agreement with the accounting records and returns; orcertain disclosures of Directors' remuneration specified by law are not made.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page ####[Directors' responsibilities statement | Start], 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 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 Director either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

20

Olsam Opco Limited

 

Independent Auditors' Report To The Members of Olsam Opco Limited

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 auditor’s 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:

We obtained a general understanding of the Group’s legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations in the countries in which the group operates, the entity’s policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the group’s industry and regulation.

We understand that the group complies with the framework through:

  • Updating operating procedures, manuals and internal controls as legal and regulatory requirements change
  • Close liaison with suppliers as regards product safety testing and conformity marking
  • Inspection of products for quality prior to shipment from the producing country
  • The Directors’ close involvement in the day-to-day running of the business, meaning that any litigation or claims would come to their attention directly
  • Taking necessary action in the event of any regulatory concerns
  • Outsourcing payroll and tax compliance to external experts.

In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the group’s ability to conduct its business, and/or where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the group:

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Olsam Opco Limited

 

Independent Auditors' Report To The Members of Olsam Opco Limited

  • The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements.
  • Consumer laws relevant to the health, safety and environmental requirements of the group’s products.

We performed the following specific procedures to gain evidence about compliance with the significant laws and regulations identified above:

  • Enquiries of management including review of relevant correspondence;
  • Obtaining written management representations regarding the adequacy of procedures in place.

The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity’s financial statements to material misstatement, including how fraud might occur. The areas identified in this discussion were:

  • Manipulation of the financial statements through incorrect estimation relating to potential impairments of intangible fixed assets
  • Incorrect revenue recognition including errors in the assessment of possible returns after the end of the accounting period
  • The appropriateness of the going concern assessment
  • The accuracy and classification of exceptional gains arising from:
    • The liquidation of the Bakblade trading entity
    • The Group restructure which resulted in the cancellation of the balance due to the parent company and the change in ownership
    • The partial forgiveness of debt by the lender
  • The accuracy of stock quantities and stock cost
  • The cost of stock sold
  • The accuracy of the balance due to the lender
  • Manipulation of the financial statements via fraudulent journal entries

These areas were communicated to the other members of the engagement team not present at the discussion.

The procedures we carried out to gain evidence in the above areas included:

22

Olsam Opco Limited

 

Independent Auditors' Report To The Members of Olsam Opco Limited

  • In respect of the estimates identified above:
    • Challenging management regarding the methodology used in making the estimates identified above and their judgements and assumptions
    • Comparisons with market data and post-year-end data as appropriate
  • Substantive work on revenue, including the assessment of returns provisions
  • Review of the Group’s forecasts used to support their going concern assessment, including comparisons with post-year-end data and sensitivity analysis; communication with the lender
  • Review of the legal agreements giving rise to the exceptional gains and the Company’s accounting assessments; agreement of the gains to underlying accounting records and other evidence; assessment of the classification by reference to UK GAAP and best practice
  • Substantive work on stock costs and quantities; assessment of the accounting and control systems implemented by the Group over stock purchases, stock holding and stock movements
  • Substantive work on cost of stock sold in the year, including assessing the reliability of the supporting evidence
  • Obtaining third party confirmation of the balances due to the lender
  • Testing of a sample of manual journal entries, selected through applying specific risk assessments based on the Group's processes and controls surrounding manual journal entries.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the Parent 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 Parent 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 Parent Company and the Parent Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

23

Olsam Opco Limited

 

Independent Auditors' Report To The Members of Olsam Opco Limited

Peter Key​ (Senior statutory auditor)

For and on behalf of
S&W Audit

Chartered Accountants

Statutory Auditor

Onslow House

Onslow Street

Guildford

GU1 4TL

Date:2 October 2026

24

Olsam Opco Limited

Consolidated Statement of Comprehensive Income​
​For The Year Ended 31 December 2024

Note
2024
£
2023
£
Turnover
 4
33,463,548
)
24,760,618
)
Cost of sales
(26,555,809)
(19,405,459)
Gross Profit
6,907,739
)
5,355,159
)
Administrative expenses
(12,933,039)
(12,030,790)
Exceptional administrative expenses
 8
(2,007,989)
(37,968,712)
Operating Loss
(8,033,289)
(44,644,343)
Profit on disposal of subsidiary
 3
2,765,856
)
-
)
Interest payable and similar expenses
 10
(10,138,248)
(6,237,529)
Loss before tax
(15,405,681)
(50,881,872)
Tax on Loss
 11
214,350
)
1,232,624
)
Loss for the financial year
(15,191,331)
(49,649,248)
Other comprehensive income
)
)
Foreign exchange on consolidation
(292,685)
(138,711)
Total comprehensive income for the financial year
(15,484,016)
(49,787,959)

The notes on pages 33 to 70 form part of these financial statements.

25

Olsam Opco Limited

Registered number: 13065587

Consolidated Balance Sheet
As At 31 December 2024

Note
2024
£
2023
£
Fixed assets
)
)
Intangible assets
 12
9,510,303
)
11,568,723
)
Tangible fixed assets
 13
50,543
)
78,901
)
 
9,560,846
)
11,647,624
)
Current assets
)
)
Stocks
 15
6,525,189
)
8,391,238
)
Debtors: amounts falling due within one year
 16
2,266,477
)
4,352,185
)
Cash at bank and in hand
2,157,903
)
4,795,950
)
 
10,949,569
)
17,539,373
)
Creditors: amounts falling due within one year
 17
(1,930,264)
(29,054,815)
Net current assets/(liabilities)
9,019,305
)
(11,515,442)
Total assets less current liabilities
18,580,151
)
132,182
)
Creditors: amounts falling due after more than one year
 18
(47,904,311)
(63,816,965)
 
(29,324,160)
(63,684,783)
Provisions for liabilities
)
)
Deferred taxation
 20
(1,571,979)
(1,786,329)
Net liabilities
(30,896,139)
(65,471,112)
Capital and reserves
)
)
Called up share capital
 21
100
)
100
)
Foreign exchange reserve
(116,158)
176,527
)
Profit and loss account
 22
(30,780,081)
(65,647,739)
Total capital and reserves
(30,896,139)
(65,471,112)

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

B J A Poynter
Director

Date: 2 October 2026

26

Olsam Opco Limited

Registered number: 13065587

Consolidated Balance Sheet
As At 31 December 2024

The notes on pages 33 to 70 form part of these financial statements.

27

Olsam Opco Limited

Registered number: 13065587​

 

Company Balance Sheet​​

As At 31 December 2024

Note
2024
£
2023
£
Fixed assets
)
)
Intangible assets
 12
260,530
)
307,870
)
Tangible fixed assets
 13
10,046
)
12,957
)
Investments
 14
65,563
)
65,563
)
 
336,139
)
386,390
)
Current assets
)
)
Debtors: amounts falling due within one year
 16
4,144,287
)
11,619,736
)
Cash at bank and in hand
732,860
)
1,145,104
)
 
4,877,147
)
12,764,840
)
Creditors: amounts falling due within one year
 17
(5,807,669)
(26,511,939)
Net current (liabilities)
(930,522)
(13,747,099)
Total assets less current liabilities
(594,383)
(13,360,709)
Creditors: amounts falling due after more than one year
 18
(14,886,775)
(30,611,611)
Net liabilities
(15,481,158)
(43,972,320)
Capital and reserves
)
)
Called up share capital
 21
100
)
100
)
Profit and loss account brought forward
 22
(43,972,420)
(16,184,045)
Loss for the year
 22
(16,234,832)
(27,788,375)
Capital contribution
 22
44,725,994
)
-
)
Profit and loss account carried forward
 22
(15,481,258)
(43,972,420)
Total capital and reserves
(15,481,158)
(43,972,320)

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

B J A Poynter
Director

Date: 2 October 2026

The notes on pages 33 to 70 form part of these financial statements.

28

Olsam Opco Limited

Consolidated Statement of Changes in Equity
For The Year Ended 31 December 2024​

Note
Called up share capital
£
Foreign exchange reserve
£
Other reserves
£
Profit and loss account
£
Equity attributable to owners of Parent Company
£
Total
£
At 1 January 2023 as previously stated
100
)
315,238
)
-
)
(15,998,491)
(15,683,153)
(15,683,153)
Loss for the year
-
)
-
)
-
)
(49,649,248)
(49,649,248)
(49,649,248)
Other comprehensive income
-
)
(138,711)
-
)
-
)
(138,711)
(138,711)
Total comprehensive income for the year
-
)
(138,711)
-
)
(49,649,248)
(49,787,959)
(49,787,959)
At 1 January 2024 as previously stated
100
)
176,527
)
-
)
(65,647,739)
(65,471,112)
(65,471,112)
Loss for the year
-
)
-
)
-
)
(15,191,331)
(15,191,331)
(15,191,331)
Other comprehensive income
-
)
(292,685)
-
)
-
)
(292,685)
(292,685)
Total comprehensive income for the year
-
)
(292,685)
-
)
(15,191,331)
(15,484,016)
(15,484,016)
Capital contribution
-
)
-
)
50,058,989
)
-
)
50,058,989
)
50,058,989
)
Transfer between reserves
-
)
-
)
(50,058,989)
50,058,989
)
 
)
-
)
Total transactions with owners
-
)
-
)
-
)
50,058,989
)
50,058,989
)
50,058,989
)
At 31 December 2024
100
)
(116,158)
-
)
(30,780,081)
(30,896,139)
(30,896,139)

The notes on pages 33 to 70 form part of these financial statements.

29

Olsam Opco Limited

Company Statement of Changes in Equity
For The Year Ended 31 December 2024​

Note
Called up share capital
£
Other reserves
£
Profit and loss account
£
Total
£
At 1 January 2023
100
)
-
)
(16,184,045)
(16,183,945)
Loss for the year
-
)
-
)
(27,788,375)
(27,788,375)
At 1 January 2024
100
)
-
)
(43,972,420)
(43,972,320)
Loss for the year
-
)
-
)
(16,234,832)
(16,234,832)
Capital Contribution
-
)
44,725,994
)
-
)
44,725,994
)
Transfer between reserves
-
)
(44,725,994)
44,725,994
)
-
)
Total transactions with owners
-
)
-
)
44,725,994
)
44,725,994
)
At 31 December 2024
100
)
-
)
(15,481,258)
(15,481,158)

The notes on pages 33 to 70 form part of these financial statements.

30

Olsam Opco Limited

Consolidated Statement of Cash Flows

For The Year Ended 31 December 2024​

2024
£
2023
£
Operating activities
)
)
Loss for the year from continuing operations
(15,191,334)
(49,649,248)
Adjustments to reconcile profit before tax to net cash flows:
)
)
Amortisation of intangible assets
1,377,232
)
3,721,975
)
Depreciation of tangible assets
31,688
)
5,695
)
Impairments of fixed assets
707,504
)
37,968,712
)
Interest charge
10,138,248
)
6,237,529
)
Taxation charge/(credit)
(214,350)
(1,232,624)
Gain on business transfer (non-cash)
(2,438,736)
-
)
Write off of group receivable
1,300,485
)
-
)
Share based payments
403,518
)
264,573
)
Gain on renegotiation of deferred consideration
-
)
(210,514)
Foreign currency movements
349,829
)
166,064
)
Working capital changes:
)
)
Decrease/(increase) in stocks
1,416,049
)
1,840,093
)
Decrease/(increase) in debtors
1,635,708
)
(235,301)
(Decrease)/increase in creditors
(3,493,551)
211,429
)
Corporation tax (paid)/received
-
)
(45,438)
Net cash generated from/used in operating activities
(3,977,710)
(957,055)
Investing activities
)
)
Purchase of intangible assets
(26,315)
(112,580)
Purchase of tangible fixed assets
(6,454)
(10,325)
On business combinations
(145,881)
4,415,239
)
Net cash generated from/used in investing activities
(178,650)
4,292,334
)
Financing activities
)
)
Capital Contribution
3,246,461
)
-
)
Loans made from group companies
-
)
2,160,813
)
Interest paid
(2,332,888)
(2,266,987)
New loan from parent
670,687
)
-
)
Net cash generated from/used in financing activities
1,584,260
)
(106,174)
Net increase/decrease in cash and cash equivalents
(2,572,100)
3,229,105
)
Cash and cash equivalents at start of year
4,795,950
)
1,617,906
)
Foreign exchange gains/losses on cash and cash equivalents
(65,947)
(51,061)
Cash and cash equivalents at end of year
2,157,903
)
4,795,950
)
Cash and cash equivalents at the end of the year comprise:
)
)

31

Olsam Opco Limited

Consolidated Statement of Cash Flows

For The Year Ended 31 December 2024​

2024
£
2023
£
Cash
2,157,903
)
4,795,950
)

Significant non-cash transactions

Significant non-cash transactions during the year arose principally from the restructuring of the Group and comprised the waiver of loan principal and accrued interest of £18.8 million, the waiver of cash interest and the release of £26.1 million due to the former parent undertaking. The restructuring also resulted in the non-cash release of the contingent consideration liability relating to the ShellCo 2021 Limited business of £3.7 million which is reflected within the movement in deferred and contingent consideration in the consolidated statement of cash flows.

The notes on pages 33 to 70 form part of these financial statements.

32

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

1.

General information

Olsam Opco Limited (the Company) is a private company limited by shares and is incorporated in England & Wales under the Companies Act 2006. The Company's registered number is 13065587 and the address of its registered office is 60 Tottenham Court Road, Office 835, Fitzrovia, London, Greater London, W1T 2EW.

2.

Accounting policies

The principal accounting policies applied in the preparation of these consolidated and separate financial statements are set out below. These policies have been applied consistently to all periods presented, unless otherwise stated.

a.

Basis of preparation of financial statements

The financial statements have been prepared under the historic 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' (FRS 102) 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 Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.

The functional currency of the Group is Pound Sterling because that is the currency of the primary economic environment in which the Company operates. The consolidated financial statements are also presented in Pounds Sterling.

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.

Olsam OpCo Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements, which are presented alongside the consolidated financial statements. Exemption has been taken from presenting a Company cash flow statement. 

33

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

2.

Accounting policies

continued
b.

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 Consolidated Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair value at the acquisition date. The results of acquired operations are included in the Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Common control transactions are accounted for on the merger basis of accounting. Under this basis carrying values of the trade and assets acquired are not required to be adjusted to fair value and instead are recognised at their previous carrying value.

34

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

2.

Accounting policies

continued
c.

Going concern

The financial statements have been prepared using the going concern basis of accounting.

The Company and the Group have historically relied upon external funding to maintain an adequate level of liquidity to support their ongoing operations and growth. During 2024, the Group’s trading performance was affected by the integration of the Dwarfs B.V. business, which was acquired in late December 2023, stock challenges associated with that business and the challenging macroeconomic environment.

35

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

2.

Accounting policies

continued
c.

Going concern

continued


Following discussions between the major equity holders of the then parent company, Olsam Group Limited, and the Group’s debt providers, the Group underwent a restructuring in August 2024. As part of the restructuring, 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. Following the restructuring, the Group received a significant injection of capital to fund its existing operations and support further brand acquisitions. Certain loans were also waived, significantly reducing the level of debt within the Group.

Since the restructuring, further financial support has been provided to the Group, including funding for the acquisition of the Wrinkles Schminkles business in July 2025 and associated acquisition payments during 2026. In line with the plans established at the time of the restructuring, a further reduction in the debt held within the Group is expected to take place during the third quarter of 2026.

The Company and the Group remain reliant on continued capital contributions and financial support in the near term, although at a significantly reduced level following the capital injection and loan waivers completed as part of the restructuring. The directors expect this reliance to reduce further as the benefits of the restructuring, the strategic reset of the business and the actions taken to improve trading performance and cash generation are realised.

The directors have reviewed the Company’s and the Group’s forecasts and cash flow projections to 31 December 2028. These forecasts reflect expected trading performance, working capital requirements, operating and financing costs, the capital provided following the restructuring, the waiver and anticipated further reduction of certain loans, and the funding provided for the acquisition of the Wrinkles Schminkles business. The projections also presume that the loans, which are currently due for repayment on 31 December 2026, will be extended at least to the end of the forecast period. Furthermore reasonably possible downside scenarios are also considered, including lower revenue and gross margins, delays in cash collection, increased input and operating costs, adverse movements in working capital and continued macroeconomic and tariff-related pressures. Management has identified mitigating actions that could be taken in response to such circumstances, including the continued management of operating costs, inventory purchasing and working capital, the rationalisation of brands and product lines, and further actions to improve the Group’s contribution margins and cash generation.

36

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

2.

Accounting policies

continued
c.

Going concern

continued


NorthWall Capital has provided a letter of support to the Company. However, there is no legal obligation on NorthWall Capital to provide additional funding or other financial support, including extending the loans beyond 31 December 2026, to the Company or the Group beyond amounts that have been formally committed. The availability, timing and amount of any additional support remain at the discretion of NorthWall Capital. Accordingly, the letter of support, capital contributions, loan waivers and other financial support provided to date do not represent a legally enforceable commitment to provide all further funding that the Company or the Group may require throughout the going concern assessment period. If the anticipated funding is not available, alternative sources of funding would be required.

After considering the forecasts and cash flow projections, the significant capital injection received, the waiver and planned further reduction of certain loans, the financial support provided since the restructuring and the mitigating actions available, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. The directors therefore continue to adopt the going concern basis of accounting in preparing these financial statements.

However, the Company and the Group remain dependent upon continued capital contributions and financial support including extending the loans beyond 31 December 2026, during the going concern assessment period. The requirement for further financial support, together with the absence of a legally enforceable obligation requiring NorthWall Capital to provide all additional funding that may be required, and to extend the loans, indicates that a material uncertainty exists which may cast significant doubt upon the Company’s and the Group’s ability to continue as going concerns and, therefore, their ability to realise their assets and discharge their liabilities in the normal course of business.

The financial statements do not include any adjustments that would be necessary if the Company or the Group were unable to continue as going concerns. 

37

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

2.

Accounting policies

continued
d.

Foreign currency translation

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 on a historical cost basis are translated using the exchange rate at the date of the transaction, and non-monetary items measured at fair value in a foreign currency are translated using the rate at the date when the fair value was determined.

Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition are recognised in profit or loss for the year.

On consolidation, the results of overseas operations are translated into Pound 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 balance sheet date. Exchange differences arising on translating the opening net assets at the opening rate and the results of overseas operations at the actual rate are recognised in other comprehensive income.

e.

Revenue recognition

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; andthe costs incurred or to be incurred in respect of the transaction can be measured reliably.

In practice, revenue is recognised when the goods are delivered to the customer

38

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

2.

Accounting policies

continued
f.

Leases

Operating leases

Payments under operating leases are recognised as expenses in profit or loss over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern of the lessee's benefit, even if the payments are not on that basis.
g.

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. For defined contribution schemes, the amount charged to profit or loss in respect of pension costs and other retirement benefits is the contributions payable in the year by the Group. Once the contributions have been paid the Group has no further payment obligations. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the Consolidated Balance Sheet. The assets of the schemes are held separately from those of the Group in independently administered funds.
h.

Share-based payments

The share based payments charge represents recharges from the parent company relating to the cost of options and warrants issued to the Company's staff and suppliers to acquire shares in the parent company.

39

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

2.

Accounting policies

continued
i.

Taxation

The tax expense for the year, including UK corporation tax and foreign tax, is provided at amounts expected to be paid or recovered using tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Group and the Company operate and generate income. Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it is more likely than not that suitable taxable profits will be available against which the future reversal of the underlying timing differences can be deducted. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply when the timing differences reverse. Current and deferred tax relating to items recognised in other comprehensive income or equity is recognised in the same component as the underlying transaction.

As an exception to the recognition and disclosure requirements for deferred tax, the Group does not recognise or disclose information about deferred tax assets and liabilities related to Pillar Two income taxes.

j.

Exceptional items

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

Goodwill

Goodwill arising on the acquisition by the Group of subsidiary undertakings and businesses, representing any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, is capitalised and written off on a straight-line basis over its useful economic life of 10 years. Provision is made for any impairment.

40

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

2.

Accounting policies

continued
l.

Other intangible assets

Intangible assets are initially recognised at cost. Subsequently, they are measured using the cost model . 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 life must not exceed 10 years.

If factors such as a change in how an intangible asset is used, technological advancement, or changes in market prices indicate that the residual value or useful life of an asset has changed since the most recent balance sheet date, the Group reviews its previous estimates and, if current expectations differ, amends the residual value, amortisation method or useful life, accounting for this as a change in an accounting estimate.

The useful lives are:

Trademarks - 10 years

Computer Software - 3 years

m.

Tangible fixed assets​​

Tangible fixed assets are initially recognised at cost. Cost includes the purchase price and any costs 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.

Subsequently, tangible fixed assets are measured using the cost model . Under the cost model, tangible assets are measured at cost less any accumulated depreciation and any accumulated impairment losses.

All tangible fixed assets are considered to have a finite useful life.

41

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

2.

Accounting policies

continued
m.

Tangible fixed assets​​

continued

Depreciation is calculated to allocate the depreciable amount of tangible fixed assets to their residual values over their estimated useful lives on the following basis:

Fixtures and fittings - 3 years on a straight line basis
Office equipment - 3 years on a straight line basis
Computer equipment - 3 years on a straight line basis

If factors such as a change in how an asset is used, technological advancement, or changes in market prices indicate that the residual value or useful life of an asset has changed since the most recent balance sheet date, the Group reviews its previous estimates and, if current expectations differ, amends the residual value, amortisation method or useful life, accounting for this as a change in an accounting estimate.

42

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

2.

Accounting policies

continued
n.

Impairment of fixed assets and goodwill

Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

Non-financial assets

An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from an estimate of the present value of the future cash flows of the cash-generating units of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss previously recognised for assets other than goodwill, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied to the assets of the CGU, except for goodwill, on a pro-rata basis. Impairment of goodwill is never reversed.

Financial assets

43

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

2.

Accounting policies

continued
n.

Impairment of fixed assets and goodwill

continued

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date. Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

o.

Valuation of investments

In the Company balance sheet, investments in subsidiaries and associates are measured at cost less impairment.
p.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost is based on the cost of purchase on a weighted average basis. Finished goods cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Provision is made for obsolete, slow moving or defective items where appropriate

At each balance sheet date, stocks are assessed for impairment. If an item of 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.

q.

Cash and cash equivalents

Cash equivalents are short-term (generally with original maturity of three months or less), highly liquid investments that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value. Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes. Cash equivalents are included in current asset investments in the balance sheet.

44

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

2.

Accounting policies

continued
r.

Financial assets and liabilities

All financial assets and liabilities are initially measured at transaction price (including transaction costs). If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financial assets are subsequently recognised at amortised cost.

Financial assets and liabilities are only offset in the balance sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

The Group's debt instruments are classified as basic and are measured subsequently at amortised cost using the effective interest method.

Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the Group transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Group, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

s.

Share capital

Equity shares issued are recognised at the proceeds received. Incremental costs directly attributable to the issue of new equity shares or options are shown in equity as a deduction, net of tax, from the proceeds.

t.

Finance costs

The Group incurs finance costs on its borrowings and on deferred and contingent consideration which is payable after more than one year. Finance costs are recognised using the effective interest method.

45

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

2.

Accounting policies

continued
u.

Contingent consideration

The Group has made certain acquisitions which have consideration contingent on the future results of the relevant acquisitions. The contingent consideration recognised at acquisition is the net present value of the consideration which is expected to be paid, estimated using forecast results. The contingent consideration is subsequently measured using the effective interest method. At each reporting date, the contingent consideration due is re-estimated. Changes in the capital element of the estimate are reflected as part of the cost of goodwill in the consolidated balance sheet or the cost of investments in subsidiaries in the Parent Company balance sheet. Any interest accrued on contingent consideration which is written back is credited to the profit and loss account.

3.

Judgments and critical estimates

Judgments in applying accounting policies and key sources of estimation uncertainty

46

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

3.

Judgments and critical estimates

continued

Critical judgments in applying the Group's accounting policies

In the application of the Group’s accounting policies, which are described in note 2, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

In preparing these financial statements, the Directors have made the following judgments:

  • Going concern
    As disclosed in Note 2c Going concern the directors have judged that there is a reasonable expectation that the Company and the Group will be able to continue as a going concern for the foreseeable future. In coming to this conclusion, they judged that the Company and the Group's shareholder and lender will be willing to provide the necessary financial support. However, as there is no legal obligation on the shareholder and the lender to provide this financial support, the directors have had to use judgment to conclude that the Group and the Company are going concerns.

    This judgement is pervasive to the financial statements.
     

47

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

3.

Judgments and critical estimates

continued
  • Shellco business transfer 
    During the year, administrators were appointed to Shellco 2021 Limited, and with the approval of Northwall Capital as the main creditor (and owner of Olsam OpCo) the Shellco 2021 Limited business and related assets were transferred to Personal Grooming Co Limited on 24 October 2024. The directors exercised judgement in determining the appropriate accounting treatment for this transaction, as FRS 102 does not prescribe a specific accounting treatment for business transfers between entities under common control.
     
    The directors considered whether the transaction should be accounted for as an asset acquisition, a business combination, or a common-control business transfer. In making this assessment, the directors considered the continuity of ultimate ownership, the continuation of the underlying business, the transfer of the related assets and trading operations, and the fact that the consideration was satisfied through the release of guarantee claims rather than cash consideration.
     
    The directors concluded that the transaction represented a transfer of a business between entities under common ultimate control. Accordingly, predecessor accounting was applied, with the transferred assets and liabilities recognised at their existing carrying amounts immediately before the transfer. No fair value uplift, new goodwill or bargain purchase gain was recognised. The gain on disposal arises solely from the net obligations that were avoided as a result of the administration. This is disclosed as “Profit arising on the disposal of a subsidiary” on the face of the Consolidated Statement of Comprehensive Income.     

48

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

3.

Judgments and critical estimates

continued
  • Impairment assessments
    Due to the losses incurred and the Group’s continued trading challenges during the year, the directors considered whether there were indicators of impairment in respect of the Group’s goodwill, trademarks, software and investments. The directors identified that the appropriate cash-generating units remained aligned with the trading names and brands used by the Group in its marketplace and direct-to-consumer operations.
     
    In undertaking the assessments, the directors considered the carrying value of the relevant assets by cash-generating unit, including the associated goodwill and trademarks, and compared these amounts with the estimated recoverable amount of each cash-generating unit. The recoverable amount was assessed by reference to the expected future cash flows and trading prospects of the relevant brands, taking account of the 2024, 2025 and 2026 trading performance, stock and supply-chain challenges, the macroeconomic environment and the restructuring completed during the year.
     
    Following this assessment, the directors recognised an impairment charge of £0.7 million (2023: £38 million) in the year ended 31 December 2024, comprising £0.3 million (2023: £29.7 million) in respect of goodwill and £0.4 million (2023: £8.3 million) in respect of trademarks. No impairment was recognised in respect of software or investments. The impairment charge principally related to the Bro Shaver and Wanderlust Products Limited, trading as D&D cash-generating units, where the directors considered that the carrying value of the related goodwill and trademarks was no longer fully supported by expected future performance.
     
    After recognising the impairment charge and amortisation for the year, the Group’s carrying value of goodwill at 31 December 2024 was £3.3 million (2023: £4.1 million) and the carrying value of trademarks was £6.0 million (2023: £7.2 million) (Note 12). The directors consider that the remaining carrying values are supported by the expected future trading performance of the relevant cash-generating units.     

49

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

3.

Judgments and critical estimates

continued

  • Amendments to loan agreements
    The Company entered into a loan agreement in 2021, which was amended in 2022 and 2023, and during 2024 the loan arrangements were further amended and restated. In addition, on 24 October 2024, a Partial Deed of Release was entered into under which part of the outstanding debt was released and discharged.

    The directors considered whether the 2024 amendments to the loan arrangements represented a substantial modification of the existing financial liabilities and hence whether the existing loans should be derecognised and new financial liabilities recognised. On derecognition of a loan, any loan transaction costs relating to the original loan agreement which have yet to be expensed are written off and any costs associated with the amendment are spread over the amended loan term using the effective interest rate method.

    The directors assessed that the amendments to the loan arrangements were not substantial modifications and therefore the original loan transaction costs continue to be expensed over the life of the loan. Loan amendment fees were expensed as incurred.

    The element of the outstanding loan balance released during the year was derecognised when the Company was legally released from its obligation to repay that amount. As the release was made in the lender’s capacity as an owner, the amount released was recognised as a capital contribution directly in equity.

     

  • Loan extensions

    The loan agreements include an option for the lender to extend the loan repayment date from 31 December 2025 to 31 December 2026. NorthWall Capital advised during the year that the loans had been extended. This has been documented in the letter of support provided by NorthWall Capital. The directors have prepared these financial statements on the basis that the loans have been extended, based on the statements made by NorthWall Capital, the written confirmation of the extension subsequently received and the fact that repayment of the loans was not demanded on 31 December 2025.

  • Amounts owed to/from Group undertakings

50

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

3.

Judgments and critical estimates

continued

Accounting for amounts receivable and payable from Olsam Group Limited following the liquidation of Olsam Group Limited. All payables relating to this entity were released and hence credited directly to equity in accordance with FRS 102 as this credit was received whilst Olsam Group was an equity participant in Olsam Opco Limited. However, since there was no formal agreement in respect to receivables, and hence no formal right to offset, the £1.3 million impairment of these balances has been charged to profit or loss rather than being offset with the capital contribution arising on the release of the payables which was credited directly to equity. 

  • Waiver of cash interest

    Waiver of cash interest under the loan agreements interest is due via payments in kind notes, together with a smaller cash element. Immediately following the restructure, Northwall Capital advised that they will not seek to collect the cash element of the interest. As this is contractually due under the loan agreements, which have not been amended in this regard, the directors continue to accrue the interest and then release the accruals as capital contributions. (See note 18). 

Key accounting estimates and assumptions

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, rarely equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

Impairment of goodwill and trademarks 

  • The impairment assessments of goodwill and trademarks is based on the forecast results for the relevant cash generating units. If the actual results are less than forecast, then the relevant assets may be impaired value. If the actual results exceed the forecasts, then the impairments of trademarks may need to be written back in full or in part. 

51

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

3.

Judgments and critical estimates

continued

Contingent Consideration

The Group has acquired businesses for which part of the consideration is contingent on future performance. A financial liability for contingent consideration is recognised where management concludes, based on the forecast performance of the relevant acquired business, that payment is probable and the amount can be estimated reliably. In accordance with the Group’s accounting policy, contingent consideration is initially measured at the present value of the estimated future payments using a discount rate that reflects conditions at the acquisition date. Forecasts of the financial performance of the relevant businesses over their respective earn-out periods are prepared as part of the acquisition process and are subsequently reviewed and updated by reference to actual and expected performance.

At 31 December 2024, the carrying amount of deferred and contingent consideration was £0.3 million (2023: £1.9 million). The reduction during the year principally resulted from the administration of Shellco 2021 Limited, and the related transfer of its business and assets in October 2024. As a consequence of those events, which represented a change in circumstances arising during 2024, the contingent consideration liability relating to that business was released. The remaining liability at 31 December 2024 relates to contingent consideration payable in respect of other acquired businesses.

4.

Turnover

The whole of the turnover is attributable to its business activities.

An analysis of turnover by class of business is as follows:

2024
£
2023
£
Retail Sales
32,094,426
)
23,770,193
)
Wholesale and other revenue
1,369,122
)
990,425
)
 
33,463,548
)
24,760,618
)

An analysis of turnover by geographical market is as follows:

2024
£
2023
£

52

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

4.

Turnover

continued
2024
£
2023
£
United Kingdom
3,654,635
)
3,095,836
)
Rest of Europe
15,305,034
)
5,385,722
)
Rest of World
14,503,879
)
16,279,060
)
 
33,463,548
)
24,760,618
)
5.

Auditors'​​ remuneration

During the year, the Group obtained the following services from the Company's auditor:

2024
£
2023
£
Fees payable to the Group's auditor for the audit of the Group's annual financial statements
199,674
)
281,715
)
6.

Employees

Staff costs were as follows:

Group
2024
£
Group
2023
£
Company
2024
£
Company
2023
£
Wages and salaries
3,241,087
)
2,710,866
)
2,237,637
)
2,242,956
)
Social security costs
443,849
)
356,932
)
264,055
)
275,945
)
Other pension costs
163,419
)
90,099
)
73,569
)
37,446
)
 
3,848,355
)
3,157,897
)
2,575,261
)
2,556,347
)

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

Group 2024
Group 2023
Company 2024
Company 2023
Directors
3
)
2
)
3
)
2
)
Employees
95
)
40
)
76
)
35
)
 
98
)
42
)
79
)
37
)

53

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

7.

Directors' remuneration

Description
2024
£
2023
£
Director's emoluments
677,167
)
-
)
Contributions to defined contribution pension schemes
1,981
)
-
)
 
679,148
)
-
)

In 2023, the directors were remunerated by the former parent undertaking in respect of their services to the Group.

Included within Director's emoluments is £354,948 (2023: £nil) paid to the previous directors for compensation of loss of office.

Post-employment benefits were accruing for 3 directors (2023: none) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £265,599 (2023: £nil). The aggregate of the contributions paid to a defined contribution pension scheme in their respect amounted to £1,321 (2023: £nil).

8.

Exceptional items

2024
£
2023
£
Administrative expenses
)
)
Impairment of trademarks
395,756
)
8,309,554
)
Impairment of goodwill
311,748
)
29,659,158
)
Loss on derecognition of intercompany receivable
1,300,485
)
-
)
Total exceptional administrative costs
2,007,989
)
37,968,712
)

The Company's former parent company, Olsam Group Limited is now in liquidation and the balances due are irrecoverable and have been derecognised.

54

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

9.

Operating loss

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

2024
£
2023
£
Amortisation of goodwill
474,970
)
1,820,126
)
Amortisation of trademarks
841,001
)
1,841,844
)
Exceptional items
2,007,989
)
37,968,712
)
3,323,960
)
41,630,682
)
10.

Interest payable and similar expenses​​​

2024
£
2023
£
Interest payable to Group undertakings
9,512,053
)
6,128,553
)
Other interest payable
626,195
)
108,976
)
 
10,138,248
)
6,237,529
)
11.

Taxation

Factors affecting tax credit for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25.00% (2023 - 23.50%). The differences are explained below:

Reconciliation of tax credit
2024
£
2023
£
Profit/loss before tax
(15,405,681)
(50,881,872)
Profit/loss multiplied by the standard rate of corporation tax in the UK of 25.00% (2023 - 23.50%)
(3,851,420)
(11,957,240)
Effects of:
)
)
Non-tax deductible amortisation of goodwill and impairment
196,679
)
7,402,106
)
Movement in deferred tax not recognised
3,030,747
)
2,016,956
)
Impact of overseas tax rates
(33,588)
474,673
)
Increase in rate of UK tax
-
)
693,999
)

55

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

11.

Taxation

continued
Reconciliation of tax credit
2024
£
2023
£
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
443,232
)
136,882
)
Total tax credit for the year
(214,350)
(1,232,624)

Factors that may affect future tax charges

The Group has substantial accumulated tax losses, which are currently unrecognised. Future tax charges may be reduced by the recognition of these losses. 

12.

Intangible assets

Group

Goodwill
£
Trademarks
£
Computer software
£
Total
£
At 1 January 2024
39,404,903
)
18,219,316
)
306,171
)
57,930,390
)
Additions
-
)
26,315
)
-
)
26,315
)
At 31 December 2024
39,404,903
)
18,245,631
)
306,171
)
57,956,705
)
Amortisation and impairment
)
)
)
)
At 1 January 2024
(35,291,755)
(10,981,578)
(88,333)
(46,361,666)
Charge for the year on owned assets
(474,970)
(841,001)
(61,261)
(1,377,232)
Impairment
(311,748)
(395,756)
-
)
(707,504)
At 31 December 2024
(36,078,473)
(12,218,335)
(149,594)
(48,446,402)
Net book value
)
)
)
)
At 31 December 2024
3,326,430
)
6,027,296
)
156,577
)
9,510,303
)
At 31 December 2023
4,113,148
)
7,237,738
)
217,837
)
11,568,723
)

56

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

12.

Intangible assets

continued

The impairment charges detailed above have been recognised within administrative expenses.

The Group assesses goodwill and trademarks for impairment by allocating the assets to the cash generating units to which they relate and comparing the carrying amount of each cash generating unit with its recoverable amount. Recoverable amounts were determined by reference to value in use calculations based on management’s forecasts of the future cash flows expected to be generated by the relevant brands.

During 2024, the Group continued to incur losses and certain brands performed below management’s previous expectations. In assessing the recoverable amounts of the relevant cash generating units, the directors considered the trading performance and future prospects of the underlying brands, together with the continued integration of the Dwarfs B.V. business, stock and supply-chain challenges, the wider macroeconomic environment and the restructuring completed during the year.
As a result of the assessment, an impairment charge of £707,504 was recognised, comprising £311,748 in respect of goodwill and £395,756 in respect of trademarks. The impairment principally related to cash generating units where the forecast future cash flows were not sufficient to support the full carrying amounts of the associated goodwill and trademarks. No impairment was recognised in respect of computer software.
 

Company

Trademarks
£
Computer software
£
Total
£
Cost
)
)
)
At 1 January 2024
95,476
)
306,172
)
401,648
)
Additions
26,315
)
-
)
26,315
)
At 31 December 2024
121,791
)
306,172
)
427,963
)
Amortisation and impairment
)
)
)
At 1 January 2024
(5,443)
(88,333)
(93,776)
Charge for the year on owned assets
(12,396)
(61,261)
(73,657)
At 31 December 2024
(17,839)
(149,594)
(167,433)
Net book value
)
)
)
At 31 December 2024
103,952
)
156,578
)
260,530
)

57

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

12.

Intangible assets

continued
Trademarks
£
Computer software
£
Total
£
At 31 December 2023
90,033
)
217,837
)
307,870
)
13.

Tangible fixed assets

Group

Fixtures and fittings
£
Office equipment
£
Computer equipment
£
Total
£
Cost
)
)
)
)
At 1 January 2024
30,651
)
35,294
)
23,174
)
89,119
)
Additions
-
)
2,220
)
4,234
)
6,454
)
Foreign exchange movements
(1,452)
(1,672)
-
)
(3,124)
At 31 December 2024
29,199
)
35,842
)
27,408
)
92,449
)
Depreciation and impairment
)
)
)
)
At 1 January 2024
-
)
-
)
(10,218)
(10,218)
Charge for the year on owned assets
(12,333)
(12,210)
(7,145)
(31,688)
At 31 December 2024
(12,333)
(12,210)
(17,363)
(41,906)
Net book value
)
)
)
)
At 31 December 2024
16,866
)
23,632
)
10,045
)
50,543
)
At 31 December 2023
30,651
)
35,294
)
12,956
)
78,901
)

 

 

Company

58

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

13.

Tangible fixed assets

continued
Computer equipment
£
Total
£
Cost
)
)
At 1 January 2024
23,175
)
23,175
)
Additions
4,234
)
4,234
)
At 31 December 2024
27,409
)
27,409
)
Depreciation and impairment
)
)
At 1 January 2024
(10,218)
(10,218)
Charge for the year on owned assets
(7,145)
(7,145)
At 31 December 2024
(17,363)
(17,363)
Net book value
)
)
At 31 December 2024
10,046
)
10,046
)
At 31 December 2023
12,957
)
12,957
)
14.

Fixed asset investments

Company

Invest- ments in subsidia- ries
£
Total
£
Cost or valuation
)
)
At 1 January 2024 and 31 December 2024
16,686,166
)
16,686,166
)
Impairment
)
)
At 1 January 2024 and 31 December 2024
(16,620,603)
(16,620,603)
Net book value
)
)
At 31 December 2024
65,563
)
65,563
)
At 31 December 2023
65,563
)
65,563
)

59

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

14.

Fixed asset investments

continued

Direct subsidiary associated undertaking

The following were subsidiary undertakings of the Company:

Name
Registered office
Holding
%
Peak Coffee Ltd*
60 Tottenham Court Road, London, W1T 2EW
100.00
)
Mayan Green Ltd*
60 Tottenham Court Road, London, W1T 2EW
100.00
)
EN Travel Limited*
60 Tottenham Court Road, London, W1T 2EW
100.00
)
Powr Limited*
60 Tottenham Court Road, London, W1T 2EW
100.00
)
Kitzini Limited*
60 Tottenham Court Road, London, W1T 2EW
100.00
)
Danidean Ltd*
60 Tottenham Court Road, London, W1T 2EW
100.00
)
Anbow Limited*
60 Tottenham Court Road, London, W1T 2EW
100.00
)
Personal Grooming Co Limited*
60 Tottenham Court Road, London, W1T 2EW
100.00
)
Paw 5 Limited*
60 Tottenham Court Road, London, W1T 2EW
100.00
)

60

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

14.

Fixed asset investments

continued
Name
Registered office
Holding
%
Vibeside Limited*
60 Tottenham Court Road, London, W1T 2EW
100.00
)
Colapz Limited*
60 Tottenham Court Road, London, W1T 2EW
100.00
)
Wanderlust Products Limited*
60 Tottenham Court Road, London, W1T 2EW
100.00
)
UK Innovations GP Ltd*
60 Tottenham Court Road, London, W1T 2EW
100.00
)
Olsam Acq AA Limited
60 Tottenham Court Road, London, W1T 2EW
100.00
)
Olsam Acq AB Limited
60 Tottenham Court Road, London, W1T 2EW
100.00
)
Olsam Acq AC Limited
60 Tottenham Court Road, London, W1T 2EW
100.00
)
Elvire Ltd*
60 Tottenham Court Road, London, W1T 2EW
100.00
)
Olsam LLC
251 Little Falls Drive. Wilmington, DE 19808, USA
100.00
)

61

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

14.

Fixed asset investments

continued
Name
Registered office
Holding
%
Olsam E-Commerce (Shenzhen) Co. Ltd
Room 2003T7, Block A. Galaxy Century, Caitian Road 3069, Gangxia Community, Futian Street. Futian District. Shenzhen, Guangdong Province, China
100.00
)
Dwarfs B.V.
Europalaan 101, 3526 KR in Utrecht, The Netherlands
100.00
)

*For the year ended 31 December 2024 these entities have taken advantage of the exemption from audit as conferred by s479 of the Companies Act 2006 (parent company guarantee).

Indirect subsidiary associate undertakings

The following were indirect subsidiary undertakings of the Company:

Name
Registered office
Holding
%
Marketfleet, Inc
16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex
100.00
)
Starlight Marketplaces Inc
600 N Broad Street, Suite 5, #483, Middletown, DE 19709
100.00
)
Dwarfs Midco B.V 
Atoomweg 50, 3542 AB Utrecht
100.00
)

62

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

14.

Fixed asset investments

continued
Name
Registered office
Holding
%
Dwarfs Service B.V.
Atoomweg 50, 3542 AB Utrecht 
100.00
)
Globetrade24 UG
Königsallee 92a, 40212 Düsseldorf
100.00
)
Dwarfs Patents & Trademarks B.V.
Atoomweg 50, 3542 AB Utrecht
100.00
)
Hanky B.V.
Atoomweg 50, 3542 AB Utrecht
100.00
)
Dwarfs International B.V.
Atoomweg 50, 3542 AB Utrecht
100.00
)
Dealtraders B.V. 
Atoomweg 50, 3542 AB Utrecht
100.00
)
Gadgy 4 B.V. 
Atoomweg 50, 3542 AB Utrecht
100.00
)
Amco International B.V.
Atoomweg 50, 3542 AB Utrecht
100.00
)
Gadgy 3 B.V. 
Atoomweg 50, 3542 AB Utrecht
100.00
)
Gadgy 2 B.V. 
Atoomweg 50, 3542 AB Utrecht
100.00
)
Gadgy 1 B.V.
Atoomweg 50, 3542 AB Utrecht
100.00
)
Gadgy B.V.
Atoomweg 50, 3542 AB Utrecht
100.00
)
15.

Stocks

Group
2024
£
Group
2023
£
Company
2024
£
Company
2023
£
Finished goods and goods for resale
6,525,189
)
8,391,238
)
-
)
-
)

63

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

15.

Stocks

continued

The difference between purchase price or production cost of stocks and their replacement cost is not material.

16.

Debtors​​​

Group
2024
£
Group
2023
£
Company
2024
£
Company
2023
£
Due within one year
)
)
)
)
Trade debtors
912,032
)
2,244,153
)
-
)
-
)
Amounts owed by Group undertakings
-
)
-
)
3,696,874
)
11,363,028
)
Other debtors
878,089
)
1,110,330
)
79,500
)
116,962
)
Prepayments and accrued income
476,356
)
997,702
)
367,913
)
139,746
)
 
2,266,477
)
4,352,185
)
4,144,287
)
11,619,736
)

Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

17.

Creditors​: amounts falling due within one year

Group
2024
£
Group
2023
£
Company
2024
£
Company
2023
£
Trade creditors
538,632
)
2,341,552
)
372,322
)
1,272,071
)
Amounts owed to Group undertakings
-
)
23,130,409
)
4,976,734
)
23,108,501
)
Other taxation and social security
236,030
)
678,167
)
63,595
)
93,518
)
Other creditors
649,200
)
402,313
)
30,258
)
7,195
)
Accruals and deferred income
506,402
)
2,502,374
)
364,760
)
2,030,654
)
 
1,930,264
)
29,054,815
)
5,807,669
)
26,511,939
)

Amounts owed to group undertakings are due to the Company's parent undertaking. The balance is unsecured, interest free, has no fixed date of repayment and is repayable on demand.

64

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

18.

Creditors​: amounts falling due after more than one year

Group
2024
£
Group
2023
£
Company
2024
£
Company
2023
£
Loans due to Group undertakings
47,901,506
)
61,869,258
)
14,886,775
)
30,611,611
)
Other creditors
2,805
)
1,947,707
)
-
)
-
)
 
47,904,311
)
63,816,965
)
14,886,775
)
30,611,611
)

Loans

The Group’s external borrowing arrangements comprise facilities held by the Company and Dwarfs B.V., a subsidiary undertaking.

The Company has a financing arrangement with Denali European Opportunities DAC comprising a sterling term loan facility, Facility A, with a total commitment of £27.5 million, and a euro term loan facility, Facility B, with a total commitment of €9.0 million. Facility B was available for drawdown until 31 December 2024. Facility A is denominated in sterling, although cash and payment-in-kind interest arising on the facility is payable in euros. Payment-in-kind interest is capitalised and added to the outstanding principal balance in accordance with the terms of the facility agreement. A monitoring fee of 2% per annum is also payable on the loans.

Dwarfs B.V. has a separate financing arrangement with Denali European Opportunities DAC comprising two euro-denominated term loan facilities, Facility A and Facility B, each with a total commitment of €15.0 million. Both facilities had been fully drawn at 31 December 2024. Interest on the facilities may be payable in cash or capitalised and added to the outstanding principal balance in accordance with the relevant facility agreement. A monitoring fee of 2% per annum is also payable on the loans.

During the year, the Company’s lender became its owner as a result of the wider financial restructuring of the Group. Accordingly, the related loans are now disclosed as amounts due to a group undertaking. As part of the restructuring, the borrowing arrangements were amended and restated, including changes to the repayment terms of the facilities. The amendments were not considered to represent a substantial modification of the existing borrowing arrangements and, accordingly, the existing financial liabilities continued to be recognised. The security and guarantees provided under the financing arrangements remained in place.

65

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

18.

Creditors​: amounts falling due after more than one year

continued

On 24 October 2024, the Company was legally released from its obligation to repay £18,849,551 of the outstanding Facility A loan balance. The amount released was derecognised and, as the release was made by the lender in its capacity as an owner, was recognised directly in equity as a capital contribution. In addition, the obligation to repay accrued cash interest of £4,727,764 by the Company (Group: £9,357,212) was also released and recognised directly to equity as a capital contribution. The remaining amounts drawn under the facilities, together with capitalised and accrued interest, continued to be payable in accordance with the amended facility agreement.

The facilities were contractually due for repayment on 31 December 2025, with an option to extend the maturity date to 31 December 2026. During 2024, the lender confirmed that the maturity date had been extended to 31 December 2026.

Security 

The Company's borrowings from Denali are secured by fixed and floating charges over substantially all of the Company's assets together with charges over its investments in Olsam LLC and Dwarfs B.V.

Other creditors

The other creditors relate to deferred and contingent consideration due on business acquisitions.

19.

Leases

Group as a lessee - operating leases

At 31 December 2024, the Group and the Company ​had future minimum payments falling due under non-cancellable operating leases for each of the following periods:

Group
2024
£
Group
2023
£
Company
2024
£
Company
2023
£
Not later than one year
179,978
)
263,194
)
138,600
)
155,041
)

66

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

19.

Leases

continued
Group
2024
£
Group
2023
£
Company
2024
£
Company
2023
£
Later than one year and not later than five years
-
)
12,165
)
-
)
-
)
 
179,978
)
275,359
)
138,600
)
155,041
)

The following payments under operating leases have been recognised as an expense in profit or loss:

2024
£
2023
£
Operating lease expenses
(266,956)
(207,632)
20.

Deferred taxation

Group

2024
£
2023
£
At beginning of year
(1,786,329)
(3,059,484)
Charged to profit or loss
214,350
)
1,232,624
)
Charged to other comprehensive income
-
)
40,531
)
 
(1,571,979)
(1,786,329)

 

The provision for deferred taxation is made up as follows:

2024
£
2023
£
Arising on fair value adjustments on assets recognised on acquisition
(1,571,979)
(1,786,329)

The deferred tax is expected to reverse over the next seven years (2023 - eight years). 

67

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

21.

Share capital

Group and Company
2024 Par Value
£
2024 Number
2024
£
2023 Number
2023
£
)
)
)
)
)
Ordinary shares
of
1
)
100
)
100
)
100
)
100
)
22.

Reserves

Other reserves

This reserve represents equity contributed by shareholders or other group entities for which no shares were issued in return. 

Foreign exchange translation reserve

The foreign exchange reserve relates to foreign exchange differences arising on the consolidation of subsidiaries with functional currencies other than Sterling.

Profit and loss account

The profit and loss account represents the accumulated losses and capital contributions arising since inception.
23.

Pension commitments

Defined contribution pension plan
The Group​ provides a defined contribution pension plan for employees.
The amount recognised as an expense in profit or loss for the defined contribution plan was:

2024
£
2023
£
Defined contribution pension plan contributions
163,419
)
90,099
)

68

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

24.

Related party transactions

The Company has taken advantage of the exemptions from disclosing transactions with wholly owned related companies under the provisions of Section 33 of FRS 102.

Key management remuneration was £669,736 (2023: £283,243).

25.

Contingent liabilities

The Parent Company has guaranteed the borrowing of its subsidiary Dwarfs B.V. amounting to £33 million (2023 - £31.3 million) as at the year end.  As disclosed in note 14, the Company has issued a statutory guarantee to certain subsidiaries resulting in their exemption from audit under s479a of the Companies Act 2006. The Company has therefore guaranteed all outstanding to which the relevant subsidiaries are subject to at the balance sheet date until they are satisfied in full and this guarantee is enforceable against the Company by any person to whom the subsidiary is liable in respect of those liabilities.
26.

Events after the end of the reporting period

Acquisition of business and assets

On 31 July 2025, the Group acquired the business and assets of Wrinkles Schminkles, an Australian-based beauty business, with net business assets of AUS$11.3m, including goodwill. The acquisition formed part of the Group's strategy to invest in future growth and expand its omni-channel retail capabilities. The consideration was in the form of cash and deferred and contingent consideration, with the cash being funded from additional borrowings. The acquisition was expected, once fully integrated into the Group, to deliver annual EBITDA in excess of AUS$3.0m.

Ongoing shareholder support

Subsequent to the year end, the Group has continued to receive financial support from NorthWall Capital, including £4.9m for the acquisition of the Wrinkles Schminkles business and associated acquisition payments. Cash interest arising under the loan agreements has also been waived since 1 January 2025 and recognised as a capital contribution. The estimated benefit of this for 2025 was £2.5m.

69

Olsam Opco Limited

Notes To The Financial Statements 

For The Year Ended 31 December 2024

 

27.

Parent undertaking and ultimate controlling party

On 13 August 2024, Fairweather Bidco Limited, a company registered in Guernsey, became the Company’s immediate parent undertaking, replacing Olsam Group Limited.

Fairweather Bidco Limited is ultimately owned by investment funds managed by North Wall Capital LLP (“NorthWall Capital”). NorthWall Capital also controls Denali European Opportunities DAC, the Group’s lender. Accordingly, NorthWall Capital controls the Company through the investment funds’ ownership of Fairweather Bidco Limited and also controls the entity that provides the Group’s loan financing. The directors therefore consider NorthWall Capital to be the Company’s ultimate controlling party at 31 December 2024.

28.

Analysis of net debt

Group

At 1 January 2024
£
Cash flows
£
Other non-cash changes
£
At 31 December 2024
£
Cash at bank and in hand
4,795,950
)
(2,572,096)
(65,951)
2,157,903
)
Short-term deposits
-
)
-
)
-
)
-
)
Bank overdrafts
-
)
-
)
-
)
-
)
Debt due after more than one year
(61,869,258)
-
)
13,967,752
)
(47,901,506)
Debt due to parent company within one year
(23,130,409)
-
)
23,130,409
)
-
)
 
(80,203,717)
(2,572,096)
37,032,210
)
(45,743,603)

Other non-cash changes relate to foreign exchange adjustments, the capitalisation of loan interest, the waiver of debt and interest through capital contributions, and the write off of parent company loans.

70