The directors present the strategic report for the year ended 31 January 2026.
The company had a challenging but successful year seeing an increase in turnover of 6% to £46,090,650 (2025: £43,541,197) and an increase in profit before tax to £2,856,683 (2025: £2,827,381). The directors expect the trading environment to remain challenging in the year ahead. Currency volatility and uncertainty in international markets continue to affect the business, and global shipping routes remain subject to ongoing disruption. The conflict in the Middle East has restricted the movement of goods and resulted in higher fuel and freight costs. The directors also continue to monitor developments in packaging and recycling legislation closely to ensure ongoing compliance. Notwithstanding these factors, the directors consider the company to be well positioned and are confident of delivering another year of strong performance.
Responsible business practice is central to the company’s operations, and Odysea continues to focus on reducing its environmental impact. In addition to reducing plastic usage across its product range, the company has extended its initiatives to lower carbon emissions, supported by regular measurement and review of its carbon footprint. These measures underpin the company’s long-term objective of achieving carbon neutrality. The company continues to invest in data accuracy and in improving the effectiveness of its supply chain, and maintains its support for producers’ environmental initiatives.
The company continues to explore the use of artificial intelligence to improve operational efficiency and develop its technological capabilities. In parallel, the company has continued to invest in cyber security, and this commitment was recognised with Cyber Essentials certification in May 2026.
There are a number of risks affecting the business
Market risk - Competition in the market place, including the current economic outlook and strength of the market, has a direct correlation to the company's performance.
Credit risk - The company's credit risk is primarily attributable to its trade debtors. The amounts presented in the financial statements are net of provisions for bad debts, based on management's prior experience and the current economic losses.
Liquidity risk - The company maintains a level of cash deposits and bank facilities deemed adequate by management to finance its operations and to mitigate the effects of fluctuations in cash flows, and also provide sufficient funds to meet the growth strategy.
Environmental risk - The company is exposed to environmental risk, primarily attributable to the changing climate and extreme weather events throughout southern Europe and the Mediterranean.
The two key performance indicators of the company are the gross profits that it achieves on trading and the net assets of the company. At the balance sheet date the company had made a gross profit for the financial year of £10,814,664 (2025: £9,915,070) the company had net assets of £15,170,913 (2025: £13,567,997). This is in line with the directors' expectations for the year.
In accordance with section 414CZA of the Companies Act 2006, the directors present this statement describing how they have had regard to the matters set out in section 172(1)(a) to (f) of the Act in performing their duty to promote the success of the company for the benefit of its members as a whole during the year ended 31 January 2026.
Section 172 requires a director to act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, having regard, amongst other matters. The following sets out, by key stakeholder group, how the directors have had regard to these matters during the year.
Employees
The company employed an average of 41 people during the year (2025: 40), across warehouse, technical, administration, sales and marketing functions. The directors had regard to employee interests by providing training to staff during the year and by holding annual workshops to engage and involve the teams. The company is also recruiting additional people to support its continued growth, and the directors factored employee wellbeing and retention into decisions on staffing levels, remuneration and working conditions.
The company's business is the import and wholesale distribution of food products, with long-term relationships with producers and customers central to its operations. During the year, the company continued to support producers' environmental initiatives and invested in data accuracy systems to enhance supply chain transparency. The directors agreed to broaden the company's strategic focus to include new retail and foodservice customers, approving a dedicated New Business Developer role to drive growth while allowing the commercial team to focus on existing relationships. The board also approved an external marketing consultancy to assess current capabilities and inform a structured, long-term marketing strategy. Customers' interests are further considered through the company's credit risk management, with bad debt provisions reflecting management's experience and prevailing economic conditions, balancing support for customers with the protection of the company's liquidity. The Board actively manages the Company’s environmental and community impact. During the year, Directors prioritised energy efficiency, waste reduction, and local employment, embedding sustainability and community interests into strategic decisions.
The board takes a long-term approach to decision-making, balancing short-term trading performance with the sustainability and resilience of the business. During the year, the directors identified the need to formalise core processes, governance and accountabilities to support continued growth. The board approved an external consultancy to review Odysea’s operating model, value chain and key business processes, with recommendations to strengthen governance, operational effectiveness and organisational capability.
The company continued to explore the use of artificial intelligence to improve operational efficiency and technological capability. Since the year end, it also achieved Cyber Essentials certification in May 2026, strengthening its information security standards. The company maintains long-standing supplier relationships and prioritises food safety in its operations. The board also maintained continuity in its oversight following Panaghiotis Manuelides’ resignation as a director and the appointment of Antonios Alexandros Manuelides with effect from 27 March 2025.
The directors maintain regular communication with the company's shareholders and have regard to their interest when considering the strategy, financial performance and future development of the business. In doing so, the directors seek to act fairly between the members of the company.
Approval This statement forms part of the Strategic Report and was approved by the board of directors.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 January 2026.
The results for the year are set out on page 11.
Ordinary dividends were paid amounting to £570,000. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial risk management objectives and policies of the company. Future developments and disclosures regarding engagement with suppliers, customers and other in a business relationship with the group and company are also covered in the strategic report.
Streamlined Energy and Carbon Reporting (SECR) Disclosure
This is Odysea Limited's first disclosure under the Streamlined Energy and Carbon Reporting (SECR) framework. The Company qualifies as a large unquoted company under the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, and reports below on its UK energy use, associated greenhouse gas emissions, and energy efficiency actions for the period 1 February 2025 to 31 January 2026.
As this is the Company's first year of reporting, no prior-year comparative figures are presented, in line with the transitional provision for first-time reporters. Comparative data will be included in next year's disclosure.
Reporting boundary and methodology
Organisational boundary: Odysea Limited reports on an operational control basis, covering all UK sites and activities over which the Company has the authority to introduce and implement its own operating policies. This includes the Company's office and warehouse premises at Unit 2. Dorma Trading Park, Staffa Road, London, E10 7QX, together with the Company's owned/leased vehicle fleet. Emissions arising from overseas freight and third-party logistics providers used to import goods fall outside the Company's operational control and are not included in this disclosure.
Sites included: Head Office and Warehousing premises
Emissions have been calculated in accordance with the GHG Protocol Corporate Accounting and Reporting Standard.
We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.
Methodology Statement
Energy figure calculated using 18,200 business miles multiplied by the 1.74073 kWh/mile factor (Class II Diesel Van, Net CV) from the DESNZ Greenhouse Gas Reporting Conversion Factors 2025.
To allow comparison of emissions performance over time, the Company has selected tCO2e per £1,000 turnover as its intensity metric, on the basis that this best reflects the scale of the Company's operations.
Background: on-site renewable generation
The Company's leasehold premises were fitted with solar panels during the prior accounting period, ahead of SECR becoming applicable to the Company. This installation continues to reduce the Company's purchased grid electricity and is reflected in the energy consumption figures reported above. As this installation was completed in a prior period, it is not listed among the energy efficiency actions taken during the current reporting period below.
Energy efficiency actions
During the reporting period, the Company implemented and maintained a number of measures aimed at improving energy efficiency and reducing energy consumption:
Energy monitoring: Electricity and fuel consumption was monitored using utility invoices, meter readings and available consumption data. This enabled the Company to track energy use, identify changes in consumption and support the identification of energy-saving opportunities.
Servicing and maintenance: Planned and routine servicing of relevant equipment and building systems was undertaken to maintain efficient operation and minimise avoidable energy consumption.
Employee awareness: Energy efficiency awareness was promoted across the workforce, with employees encouraged to reduce unnecessary energy use through measures such as switching off lighting, computers and other equipment when not required.
These measures form part of the Company’s ongoing approach to managing energy consumption and identifying opportunities for further energy and carbon reductions.
Planned actions for the next reporting period include:
Continuing to monitor and review electricity and fuel consumption to identify trends and opportunities for improved energy efficiency.
Reviewing areas of higher or unusual energy consumption and investigating potential reduction measures where appropriate.
Continuing the planned servicing and maintenance of equipment and building systems to support efficient operation.
Increasing employee awareness of energy efficiency, including practical actions to reduce unnecessary energy use.
Reviewing opportunities to introduce more energy-efficient equipment and technology when existing equipment requires replacement.
Considering opportunities to improve lighting, heating and operational controls to reduce avoidable energy consumption.
Reviewing progress against energy and carbon performance to support the Company’s ongoing emissions reduction activities
Scope 1 and Scope 2 greenhouse gas emissions have been calculated in accordance with the GHG Protocol Corporate Accounting and Reporting Standard and the requirements of the Streamlined Energy and Carbon Reporting (SECR) framework.
Scope 1 includes direct emissions from sources owned or controlled by the organisation, including the combustion of fuels in company-controlled operations and vehicles, where applicable.
Scope 2 includes indirect emissions associated with purchased electricity consumed within the organisation’s operational boundary.
Activity data, including fuel consumption and electricity usage, has been converted into tonnes of carbon dioxide equivalent (tCO₂e) using the relevant UK Government GHG Conversion Factors for Company Reporting for the reporting period.
The organisational boundary has been applied consistently across the emissions inventory and associated energy consumption data.
The emissions intensity ratio has been calculated using total Scope 1 and Scope 2 emissions relative to turnover:
Intensity ratio = Total Scope 1 & 2 emissions (tCO₂e) ÷ Turnover (£000)
For the reporting period, total Scope 1 and Scope 2 emissions were 55.57 tCO₂e against turnover of £46,090,650, resulting in an emissions intensity of 0.00121 tCO₂e per £1,000 of turnover
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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements 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; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Odysea Limited (the 'company') for the year ended 31 January 2026 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and 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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
As part of our planning process:
We enquired of management the systems and controls the company has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The company did not inform us of any known, suspected or alleged fraud.
We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006, BRC Global Standard for Food Safety, The Organic Food Federation and GDPR.
We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.
Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.
The key procedures we undertook to detect irregularities including fraud during the course of the audit included:
Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.
Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.
Assessing the extent of compliance, or lack of, with the relevant laws and regulations.
Testing key revenue lines, in particular cut-off, for evidence of management bias.
Performing a physical verification of key assets and stock items, including testing of the stock system.
Obtaining third-party confirmation of material bank balances.
Documenting and verifying all significant related party balances and transactions.
Reviewing documentation such as the company board minutes for discussions of irregularities including fraud.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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 company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
Odysea Limited is a private company limited by shares incorporated in England and Wales. The registered office is Sovereign House Unit 2, Dorma Trading Park, Staffa Road, London, E10 7QX.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
The company enters into foreign exchange forward contracts in order to manage its exposure to foreign exchange risk.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The directors do not consider there to be any significant judgements or estimation uncertainty in the preparation of the
accounts.
An analysis of the company's turnover is as follows:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted 2 (2025 - 2).
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 January 2026 are as follows:
The following are the major deferred tax liabilities and assets recognised by the company:
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
Included within other debtors is an interest-free loan due from the directors. The opening balance of £33,200 (2025: £36,000) was interest-free and unsecured. Repayments of £33,200 (2025: £2,800) were made during the year, resulting in a closing balance of £nil (2025: £33,200).
Also included within other debtors is an interest-bearing loan. The opening balance of £72,400 (2025: £nil) is unsecured, bears interest at 2.25% payable per annum. Advances during the year were £nil (2025: £72,400). Repayments of £41,800 (2025: £nil) were made in the year, leaving a closing balance of £30,600 (2025: 72,400).