Registration number: 02306519 (England and Wales)

Samoa Limited

Contents

Samoa Limited

Strategic Report for the Year Ended 31 December 2025

The directors present their strategic report for the year ended 31 December 2025.

Fair review of the business

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and nature of our business and is written in the context of the risks and uncertainties we face.

The principal activities of the company are distributors, system designers and installers of lubrication and associated equipment for the automotive trade and general industry.

Financial performance indicators have been selected that reflect the strength of the company as a whole including turnover, gross profit margin and operating profit.

Sales have decreased by 6.35% (2024: increased by 20.05%). Gross profit margin has increased to 30.09% compared to the previous year of 29.87%. Operating profits amounts to £183,800 compared to profit last year of £303,356. Profit after tax was £135,581 (2024: profit of £227,847).

At the year end the shareholders funds were £2,748,039 (2024: £2,612,458).

The business environment in which we operate continues to be challenging. We face competition from companies both inside and outside the UK. We are also affected by consumer spending patterns and choices.

Results
The results for the year are set out on page 9.

Principal risks and uncertainties

All businesses face a range of risks and uncertainties, being subject to hazards from internal and external sources. The company undertakes regular risk assessments and the likelihood and significance of risk factors are considered to ensure risk mitigation.

UK economic performance
The UK economy continues to suffer from reduced consumer spending. The operational leverage is such that any deterioration in sales performance may have a disproportionate reduction in profitability. The company mitigates this by continuous monitoring of costs. In addition, the company is aggressively pursuing work and orders from new and existing customers.

Brexit risk
Along with many UK businesses, uncertainty continues about Brexit together with associated risks, which are being monitored by the company. The company has developed change plans to ensure that it is well placed to operate effectively on a range of potential scenarios.

Availability of credit
The availability of credit for consumers and businesses has fallen considerably. Thus there is possibility of bad debts. However, this risk is mitigated by the maintenance of cash reserves and through agreements with customers regarding payment terms and credit facilities. Extended credit terms are agreed with suppliers where possible.

Exchange rate fluctuations
Exchange rate fluctuations could have a material impact on the company's operating results. The global financial crisis has led to increased volatility in exchange rates which makes it harder to predict exchange rate and thus perform financial planning. Thus the company only monitors closely the foreign exchange market to try and mitigate this risk.

Samoa Limited

Strategic Report for the Year Ended 31 December 2025 (continued)

Section 172(1) statement

The board of directors of consider, both individually and together, that they have acted in the way they consider, 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 to the stakeholders and matters set out in s172(1)(a-f) of the Companies Act 2006) in the decisions taken throughout the year ended 31 December 2025.

Section 172 of the Companies Act 2006 requires directors to act in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of shareholders as a whole. In doing so, the directors must regard (among other matters) to:

• The likely consequences of any decision in the long term.
• The interests of the company's employees.
• The need to foster business relationships with suppliers, clients and others.
• The impact of the company's operations on the community and the environment.
• The desirability of the company maintaining a reputation for high standards of business conduct.
• The need to act fairly towards all shareholders of the company.

The board of directors determines the strategic objectives and policies of the company to best support the delivery of long-term value, providing overall strategic direction within an appropriate framework of rewards, incentives and controls. It is also responsible for recommending dividends. The board is collectively responsible for the success of the company. Shareholders interests and the matters listed above are factored into all board discussions and decisions.

The company's strategy and business plans are approved annually by the board. On-going performance is discussed and monitored by the board on a monthly basis. The directors also review the principal risks and uncertainties faced by the company.

All directors have access to all information as and when required. They also receive monthly management reports. Training is provided by fellow directors as and when required.

All relevant factors are addressed by the board collectively. Any key policies are reviewed on an annual basis to assist the long-term success of the company and to assist the board with their responsibilities.

Building and maintaining the company's reputation and its high standards of business are essential to the future success of the company. The staff are trained and informed what is expected from them. This is annually reviewed with each staff member.

We are committed to building positive relations with the communities in which we operate. In addition, we monitor and manage our environmental impact by striving to reduce the levels of waste. At the moment the company has no initiatives in respect of these areas.

Samoa Limited

Strategic Report for the Year Ended 31 December 2025 (continued)

Engagement with employees

Our employees are fundamental to achieve our objectives. We aim to be a responsible employer in our approach to the pay and benefits our employees receive. The health, safety and well-being of our employees is one of our primary considerations in the way we do business. This ensures we can retain and develop the best talent.

The board principally engages with its workforce by way of one to one meetings. All parties also use email communications when people are out of the office. Engagement with our staff allows us to assess the extent to which they are motivated. Such motivation contributes to the success of the company. Engagement also identifies areas we need to focus on to continue develop staff motivation. This way of engagement have a positive impact on our business performance and employee retention. This ultimately benefits all stakeholders.

Every year the board, or a member of the board, discusses performance with every staff member. Pay reviews are also discussed and both parties make suggestions, if any.

Our staff costs for the year amounted to £858,838 compared to £804,591 from the previous year. The breakdown of these costs are shown in note 8 to the financial statements which also shows that the average number of employees were 21 (2024: 19).

Engagement with suppliers, customers and other relationships

The board recognises the importance of engaging with its broader stakeholder base. We believe the other key stakeholders are our customers, suppliers and shareholders.

Focusing on the needs of our customers is critical to the success of our business. We maintain a high degree of customer intimacy in order to anticipate and understand the needs of our customers, building on our years of experience. We collaborate and try to resolve any matters with our customers to improve product performance and value. Our turnover for the year has decreased to £4,019,382 compared to £4,292,013 for the previous year.

Our external supply chain and our suppliers are also vital to our performance. We engage with them to build trusting relationships from which we can mutually benefit and to ensure they are perfoming to our standards and conducting business to our expectations. No specific actions were undertaken in these areas during the year.

The company is 100% owned by Samoa Industrial SA which is incorporated in Spain. Representatives from Samoa Industrial SA receive monthly management accounts and from time to time come to the company for meetings to discuss and review business operations, results and plans. This engagement helps to ensure that strategy of the company is aligned to and supported by the shareholder. Such engagement also presents opportunities for collaboration with other members of the international group. The interim dividend paid during the year was £nil compared to £nil that was paid in the previous year.

Approved and authorised by the Board on 4 September 2026 and signed on its behalf by:
 

Samoa Limited

Directors' Report for the Year Ended 31 December 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors of the company

The directors who held office during the year were as follows:

Mr John Fletcher - Company secretary and director

Mr Alberto Gonzalez - Moratiel Alvarez

Mrs Wendy Fletcher

Mr Nigel O'Dell

Ms Seema Patel

Review of business, future developments principal risks and uncertainties
A review of the business, future developments, principal risks and uncertainties, engagement with employees and engagement with suppliers, customers and other relationships are detailed on pages 2 to 5 of the Strategic Report.

Dividends
No interim dividend was paid for the year and last year. The directors do not recommend the payment of a final dividend for the year and none was paid for last year.

Employee involvement

Going concern

The company’s review of business, together with the factors likely to affect its future development and the principal risks and uncertainties are described in the Strategic Report on pages 2 to 5. The company has the financial resources and as a consequence, the directors believe that the company is well placed to manage its business risks successfully despite the current uncertain economic outlook. After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

Small companies provision statement

Approved and authorised by the Board on 4 September 2026 and signed on its behalf by:
 

Samoa Limited

Statement of Directors' Responsibilities

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:

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.

Chartered Accountants' Report to the Board of Directors on the Preparation of the Unaudited Statutory Accounts of
Samoa Limited
for the Year Ended 31 December 2025

Independent chartered accountants’ review report to the directors of Samoa Limited

We have reviewed the financial statements of Samoa Limited for the year ended 31 December 2025, which comprise the profit and loss account, balance sheet, cash flow statement and the related notes including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

Directors’ responsibility for the financial statements

As explained more fully in the Directors’ Responsibilities Statement [set out on pages 6), the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

Accountants’ responsibility

Our responsibility is to express a conclusion based on our review of the financial statements. We conducted our review in accordance with International Standard on Review Engagements (ISRE) 2400 (Revised),Engagements to review historical financial statementsand ICAEW Technical Release TECH 09/13AAF (Revised)Assurance review engagements on historical financial statements (2019). ISRE 2400 (Revised) requires us to conclude whether anything has come to our attention that causes us to believe that the financial statements, taken as a whole, are not prepared, in all material respects, in accordance with the [applicable financial reporting framework]. ISRE 2400 (Revised) also requires us to comply with the ICAEW Code of Ethics [and the FRC’s Ethical Standard, as applicable].

Scope of the assurance review

A review of financial statements in accordance with ISRE 2400 (Revised) is a limited assurance engagement. We have performed procedures, primarily consisting of making enquiries of management and others within the entity, as appropriate, applying analytical procedures, and evaluating the evidence obtained.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the financial statements have not been prepared:

So as to give a true and fair view of the state of the company’s affairs as at 31 December 2025 and of its profit for the year then ended;

in accordance with applicable accounting standards; and

in accordance with the requirements of the Companies Act 2006.

Chartered Accountants' Report to the Board of Directors on the Preparation of the Unaudited Statutory Accounts of
Samoa Limited
for the Year Ended 31 December 2025 (continued)

Use of our report

This report is made solely to the company’s directors, as a body, in accordance with the terms of our engagement letter dated 15 July 2024. Our review has been undertaken so that we may state to the company’s directors those matters we have agreed to state to them in a reviewer’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 directors as a body, for our review work, for this report, or for the conclusions we have formed.

Howard Gross

Gross Klein

Chartered Accountants

5 St John’s Lane

London EC1M 4BH

Date: 4 September 2026

Samoa Limited

Profit and Loss Account for the Year Ended 31 December 2025

The above results were derived from continuing operations.

Samoa Limited

Statement of Comprehensive Income for the Year Ended 31 December 2025

Samoa Limited

(Registration number: 02306519)
Balance Sheet as at 31 December 2025

Directors' responsibilities:

Approved and authorised by the Board on 4 September 2026 and signed on its behalf by:
 

Samoa Limited

Statement of Changes in Equity for the Year Ended 31 December 2025

Samoa Limited

Statement of Cash Flows for the Year Ended 31 December 2025

Samoa Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

These financial statements were authorised for issue by the Board on 4 September 2026.

Samoa Limited is a limited liability company incorporated in England. The Registered Office is C/O Gross Klein, 5 St. John's Lane, London EC1M 4BH.

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (FRS 102) and the Companies Act 2006.

Summary of significant accounting policies and key accounting estimates

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

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

Turnover

Grants are accounted for under the accruals model as permitted by FRS102. Grants relating to expenditure on tangible fixed assets are cedited to the profit and loss account at the same rate as the depreciation on the assets to which the grants relates. The deferred element of grants is included in creditors as deferred income.

Foreign currency transactions and balances

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are recognised in the income statement.

Samoa Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

Tax

Tangible fixed assets

Freehold land is not depreciated as it has unlimited useful life. This departure from the Companies Act 2006 provisions is required in order to give a true and fair view.

The part of the annual depreciation charge on revalued assets which relates to the revaluation surplus is transferred from the revaluation reserve to the retained earnings account.

The assets' residual values, useful lives and depreciation methods are reviewed annually, and adjusted if appropriate, at each balance sheet date. The effect of any change is accounted for prospectively.

On disposal, the difference between the net disposal proceeds and the carrying amount of the item sold is recognised in profit or loss.

Property, plant and equipment are reviewed for impairment whenever there are events that indicate that an impairment may have occurred. An impairment loss is recognised if an asset’s carrying amount exceeds the greater of its value in use and fair value less costs to sell. Impairment losses are recognised in profit or loss.

Goodwill

Samoa Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

Cash and cash equivalents

Debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business. These and all other debtors receivable within one year are recorded at transaction price. A provision for the impairment of these debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables. Any losses arising from impairment are recognised in the profit and loss account in administrative expenses.

Stocks

Creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors and all other creditors payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors and all other creditors due within one year are recorded at the transaction price.

Leases

Share capital

Dividends

Defined contribution pension obligation

Samoa Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

Financial instruments - classification
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all of its financial instruments. The company only enters into basic financial instrument transactions. Financial assets and liabilities are offset, with the net amount presented in the financial statement, when there is a legally enforceable right to set off the recognised amounts and there is an intenetion to settle on a net basis or to realise the asset and settle the liability simultaneously.

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.

Financial instruments - recognition and measurement
Basic financial assets, which include trade debtors, amounts owed by related parties, other debtors, accrued income and cash at bank and in hand, are intially measured at transaction price including transaction costs and are subsequently carried at amortised cost using effective interest method unless the arrangement constitues 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.

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 ownsership 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.

Basic financial liabilities, including trade creditors, amounts due to related parties and accruals that are classified as debt, are intially recognised at transaction price unless the arrangement consitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Financial liabilities classsified as payable within one year are not amortised. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

Financial instruments - impairment
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Samoa Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

The turnover and profit before taxation are attributable to the one principal activity of the company.

The analysis of the company's turnover for the year by geographical market is as follows:

The analysis of the company's other operating income for the year is as follows:

Arrived at after charging/(crediting)

Samoa Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

The aggregate payroll costs (including directors' remuneration) were as follows:

The average monthly number of employees during the year, included in the above payroll costs, were as follows:
 

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

Samoa Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

The directors' remuneration for the year was as follows:

During the year the number of directors who were receiving benefits and share incentives was as follows:

In respect of the highest paid director:

Tax charged/(credited) in the profit and loss account

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2024 - the same as the standard rate of corporation tax in the UK) of 25% (2024 - 25%).

The differences are reconciled below:

Samoa Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

Samoa Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

	Land and buildings £	Furniture, fittings and equipment  £	Motor vehicles  £	Total £
Cost or valuation
At 1 January 2025	1,673,466	352,493	72,870	2,098,829
Additions	-	6,479	26,981	33,460
At 31 December 2025	1,673,466	358,972	99,851	2,132,289
Depreciation
At 1 January 2025	473,738	286,259	53,005	813,002
Charge for the year	23,050	21,819	13,003	57,872
At 31 December 2025	496,788	308,078	66,008	870,874
Carrying amount
At 31 December 2025	1,176,678	50,894	33,843	1,261,415
At 31 December 2024	1,199,728	66,234	19,865	1,285,827

The freehold land and buildings were valued by an independent firm Lamb & Swift Commercial Chartered Surveyors on 11 June 2007 on an open market basis. The directors have elected to use this previous revaluation at the date of transition to FRS 102 as its deemed cost.

Included above is land of £520,931 (2022: £520,931) which has not been depreciated.

Revaluation

Samoa Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

Samoa Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £39,116 (2024 - £33,943).

Contributions totalling £4.992 (2024 - £4,191) were payable to the scheme at the end of the year and are included in creditors.

Samoa Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

Allotted, called up and fully paid shares

Finance leases

The total of future minimum lease payments is as follows:

Operating leases

The total of future minimum lease payments is as follows:

The amount of non-cancellable operating lease payments recognised as an expense during the year was £35,501 (2024 - £29,742).

Interim dividends paid

Samoa Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

The transactions with the related parties of the company are as follows:

 

Alentec Orion Ltd
This is a related party by virtue of common control. During the year the following have been charged or invoiced to Alentec Orion Ltd:
Management and accountancy services charged were £25,500 (2024: £25,500), service of premises were £18,000 (2024: £18,000) and other rechargeable expenses were £58,980 (2024: £54,780).
Sales £9,087 (2024: £6,287). Purchases £11,186 (2024: £14,261)
At the Balance Sheet date, the amount receivable from Alentec Orion Ltd was £26,006 (2024: £23,358). Payable was £237 (2024: £nil).
 

Hydrair Ltd
This is a related party by virtue of common control. Accountancy services charged were £7,200 (2024: £7,200).
Sales from Hydrair Ltd were £10,014 (2024: £3,970). Purchases were £6,806 (2024: £9,169)
At the Balance Sheet date, the amount receivable from Hydrair Ltd was £6,739 (2024: £5,253). Payable was £270 (2024: £2,532).

Samoa-Hallbauer GmbH
This is a related party by virtue of common control. The sales to Samoa-Hallbauer GmbH were £nil (2024: £nil) and the purchases were £5,442 (2024: £2,890).
At the Balance Sheet date, the amount payable to Samoa-Hallbauer GmbH was £nil (2024: £nil).

Larius
This is a related party by virtue of common control. Purchases were £16,000 (2024: £nil). Amoint payable at the year end was £16,000 (2024: £nil).


Lub- Rite SL
This is a related party by virtue of common control. Sales were £69 (2024: £nil). Amount receivable at the year end was £nil (2024: £nil)..

Samoa Industrial SA
This is the ultimate parent company. The sales to Samoa Industrial SA were £27,341 (2024: £11,054) and the purchases were £2,074,260 (2024: £2,146,120). .
At the Balance Sheet date, the balances with Samoa Industrial SA were as follows:
Amount receivable of £4,696 (2024: £4,933);
Amount payable of £538,732 (2024: £536,343).

Samoa Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

The company's immediate parent is Samoa Industrial SA, incorporated in Spain.

 The ultimate controlling party is Gonzalez-Moratiel family.