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Company registration number: 01241058







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 MARCH 2023


EDGEN MURRAY EUROPE LIMITED






































img04c2.png                        

 
EDGEN MURRAY EUROPE LIMITED
 
 
COMPANY INFORMATION


Directors
M Nakagaki (appointed 20 December 2022)
A A Brown (resigned 30 June 2022)
O P Rebello (resigned 20 December 2022)
P R J Richards (resigned 20 December 2022)




Company secretary
Y Sugai



Registered number
01241058



Registered office
Vintners Place
Upper Thames Street

London

EC4V 3BJ




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Lynton House

7-12 Tavistock Square

London

WC1H 9LT




Bankers
HSBC
8 Canada Square

London

E14 5HQ




Solicitors
Brodies LLP
15 Atholl Crescent

Edinburgh

EH3 8HA





 
EDGEN MURRAY EUROPE LIMITED
 

CONTENTS



Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditors' report
6 - 9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Notes to the financial statements
13 - 25


 
EDGEN MURRAY EUROPE LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2023

Introduction

The directors present their Strategic Report for the year ended 31 March 2023.

Business review

As previously reported, as of 24 March 2021, the decision was made by the ultimate parent company, Sumitomo Corporation to implement a detailed and formal plan to wind down the Edgen Murray Europe operations. As a result of the implementation of the wind down plan, all lines of business have ceased and the company no longer has any employees. Consequently, the financial statements have been prepared on a basis other than that of going concern. Further details  
regarding the adoption of the going concern basis can be found within note 2.3 to the financial statements.

Financial key performance indicators

For the year ended 31 March 2023, the company generated turnover of £502,000 (2022: £22,363,000). This resulted in a gross profit of £534,000 or 106.37% (2022: £6,473,000 or 28.95%) and profit before taxation of £1,437,000 (2022: £3,316,000).
The company recorded a profit after tax of £1,260,000 (2022: £7,676,000).
The Company’s trading activity reflected wind-down of the few remaining contracting activities as at 1 April 2022 and thus were little impacted by external events.  The main impact on profitability was the re-assessment of provisions for wind down costs as a result of lower than anticipated costs.
The company's key financial and other performance indicators during the year were as follows:


Year ended 31 March 2023
Year ended 31 March 2022

£'000
£'000

Turnover
502
22,363

Operating profit
1,908
7,334

Profit after tax
1,260
7,676

Ratio of current assets to current liabilities (quick ratio)
6.24
0.79

Average number of employees
7
27

Principal risks and uncertainties
 
The principal risks and uncertainties outlined below are based on operations during the year to 31 March 2023.  The majority of operations had ceased prior to commencement of this period.
Driven by Sumitomo's decision to wind down Edgen Murray Europe's operations, principal risks faced by Edgen Murray Europe could be categorised under the following two sections:

1.Risks associated with finalising contract backlog & remaining activities: 

Edgen Murray Europe operated a complex supply chain relying on third party performance and global trade flows. However, given the low level of trading activities in the period, previously identified risks relating to supply chain, Brexit and shifting global trade barriers were not significant for this period. 
We continued to monitor the impact of Covid-19 with our main priority is the health and safety of our colleagues.  However, the impact of the global pandemic to our operations has not been significant. 
The current conflict between Ukraine and Russia has not had a direct impact on operations in the year to 31 March 2023, due to the activities in the year not operating within that region of the world.  In other indirect areas, the impact to oil and gas prices, energy prices or the shortage of material has also not had a material impact due to the wind down operations as well as the exit from the office and warehouse facility. 
 
Page 1

 
EDGEN MURRAY EUROPE LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023


The current economic climate and primarily inflation has not had a material impact on the activities in the year to 31 March 2023 and due to the wind down operation, management do not believe it will have a material impact on the period after the reporting date but will closely monitor the situation.
Given that trading activities have ceased, we have assessed that previously identified risks relating to business backlog are no longer relevant to the business.

2.Risks associated with wind down activities: 
 
Since the wind down decision on 24 March 2021, Edgen Murray Europe management have been working closely with Sumitomo Corporation representatives to plan, organise and execute a successful wind down process. This process carried a number of inherent risks identified by management, including:
 
Execution of project backlog: Edgen Murray Europe relies on internal and external resources to continue to cooperate smoothly and in a timely fashion in order to deliver on its projects. With the wind down decision, our supply chain and internal resources could deprioritise Edgen Murray Europe projects given limited future business prospects.
Human Resources: Edgen Murray Europe depends on continued commitment from its employees in undertaking wind down activities. Given limited future employment prospects at Edgen Murray Europe its employees could find alternative employment opportunities before wind down activities are concluded. 
Working Capital: Edgen Murray Europe's customers could slow down payments and suppliers concerned about wind down could ask for advance payments in order to continue operations.

Edgen Murray Europe management as well as Sumitomo Corporation representatives undertook a detailed planning exercise to ensure all of the above mentioned risks were mitigated and progress of the wind down was frequently monitored.   
 
As noted above, all trading activities have now ceased and the impact on the business of the identified risks has been minimal.

Treasury policy
 
The company's principal financial risks are its exposures to changes in currency exchange rates and fluctuations in working capital requirements, and to a lesser extent changes in interest rates. These risks are closely monitored and evaluated by the director and Sumitomo Corporation representatives.
Interest rate risk
Interest rate risk arises from changes in interest rates on floating rate debt. During the year the credit facility was restructured and the company no longer has any group or external borrowing.
Currency exchange rate risk
The company assesses its currency exchange exposure on certain monetary assets and liabilities and enters into forward contract financial instruments, as it believes necessary, to manage this risk. The stated policy on foreign exchange rate hedging requires that only known firm commitments are hedged and that no trading in financial instruments is undertaken.
Credit and liquidity risk
The company's principal financial assets are bank balances, intercompany balances and trade and other debtors. The company has no significant concentration of credit risk with a single counterparty as exposure is spread over a number of counterparties.



Page 2

 
EDGEN MURRAY EUROPE LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023


This report was approved by the board on 22 December 2023 and signed on its behalf.



M Nakagaki
Director

Page 3

 
EDGEN MURRAY EUROPE LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2023

The directors present their report and the financial statements for the year ended 31 March 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

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


select suitable accounting policies for the company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Future developments

Following the decision to initiate an orderly wind down of the company's subsidiary activities and as the directors do not intend to conduct a replacement trade, the financial statements have been prepared on a basis other than that of going concern. Further details regarding the adoption of the going concern basis can be found within note 2.3 to the financial statements.

Results and dividends

The profit for the year, after taxation, amounted to £1,260k (2022 - £7,676k).

No dividends were paid in the year (2022 - £NIL).

Directors

The directors who served during the year were:

M Nakagaki (appointed 20 December 2022)
A A Brown (resigned 30 June 2022)
O P Rebello (resigned 20 December 2022)
P R J Richards (resigned 20 December 2022)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Page 4

 
EDGEN MURRAY EUROPE LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023

Post balance sheet events

There have been no significant events affecting the company since the year end.

Auditors

The auditorsMenzies LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 22 December 2023 and signed on its behalf.
 





M Nakagaki
Director

Page 5

 
EDGEN MURRAY EUROPE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EDGEN MURRAY EUROPE LIMITED
 

Opinion


We have audited the financial statements of Edgen Murray Europe Limited (the 'company') for the year ended 31 March 2023, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the company's affairs as at 31 March 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Emphasis of matter - financial statements prepared on a basis other than going concern


We draw attention to Note 2.3 to the financial statements which explains that the directors intend to wind down the company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements.


Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 2.3.


Our opinion is not modified in respect of this matter.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 6

 
EDGEN MURRAY EUROPE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EDGEN MURRAY EUROPE LIMITED (CONTINUED)


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

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


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


Page 7

 
EDGEN MURRAY EUROPE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EDGEN MURRAY EUROPE LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The company is subject to laws and regulations that directly affect the financial statements including financial reporting  legislation. We determined that the following laws and regulations were most significant including:
The Companies Act 2006
Financial Reporting Standard 102
UK tax legislation
UK employment legislation

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

We understood how the company is complying with those legal and regulatory frameworks by, making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of relevant documentation.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. No issues were identified in this area.
We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur. We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
Posting of unusual journals and complex transactions; or
The use of management override of controls to manipulate results, or to cause the company to enter into transactions
not in its best interest.

As a result of the above, the audit procedures performed by the engagement team included:
Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
Understanding how those charged with governance considered and addressed the potential for override of controls or
other inappropriate influence over the financial reporting process;
Challenging assumptions and judgements made by management in its significant accounting estimates; and
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Page 8

 
EDGEN MURRAY EUROPE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EDGEN MURRAY EUROPE LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Andrew Wooding FCA (Senior statutory auditor)
for and on behalf of
Menzies LLP
Chartered Accountants
Statutory Auditor
Lynton House
7-12 Tavistock Square
London
WC1H 9LT

22 December 2023
Page 9

 
EDGEN MURRAY EUROPE LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2023

2023
2022
Note
£000
£000

  

Turnover
  
502
22,363

Cost of sales
 3 
32
(15,890)

Gross profit
  
534
6,473

Distribution costs
  
-
(603)

Administrative expenses
  
1,374
1,464

Operating profit
 4 
1,908
7,334

Dividends received
  
1,945
-

Impairment loss
  
(2,447)
(4,158)

Other interest receivable and similar income
 9 
14
807

Interest payable and similar expenses
 10 
17
(667)

Profit before tax
  
1,437
3,316

Tax on profit
 11 
(177)
4,360

Profit for the financial year
  
1,260
7,676

Other comprehensive income for the year
  

Total comprehensive income for the year
  
1,260
7,676

The notes on pages 13 to 25 form part of these financial statements.

Page 10

 
EDGEN MURRAY EUROPE LIMITED
REGISTERED NUMBER: 01241058

STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2023

2023
2022
Note
£000
£000

  

Current assets
  

Stocks
  
-
343

Debtors: amounts falling due within one year
 14 
726
22,783

Current asset investments
 12 
2,819
3,151

Cash at bank and in hand
 15 
1,094
4,034

  
4,639
30,311

Creditors: amounts falling due within one year
 16 
(744)
(38,244)

Net current assets/(liabilities)
  
 
 
3,895
 
 
(7,933)

Total assets less current liabilities
  
3,895
(7,933)

Provisions for liabilities
  

Other provisions
 17 
(3,346)
(5,424)

  
 
 
(3,346)
 
 
(5,424)

Net assets/(liabilities)
  
549
(13,357)


Capital and reserves
  

Called up share capital 
 18 
12,757
111

Share premium account
 19 
13,632
13,632

Profit and loss account
 19 
(25,840)
(27,100)

  
549
(13,357)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 December 2023.




M Nakagaki
Director

The notes on pages 13 to 25 form part of these financial statements.

Page 11

 
EDGEN MURRAY EUROPE LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£000
£000
£000
£000


At 1 April 2021
111
13,632
(34,776)
(21,033)


Comprehensive income for the year

Profit for the year
-
-
7,676
7,676
Total comprehensive income for the year
-
-
7,676
7,676



At 1 April 2022
111
13,632
(27,100)
(13,357)


Comprehensive income for the year

Profit for the year
-
-
1,260
1,260
Total comprehensive income for the year
-
-
1,260
1,260


Contributions by and distributions to owners

Shares issued during the year
12,646
-
-
12,646


Total transactions with owners
12,646
-
-
12,646


At 31 March 2023
12,757
13,632
(25,840)
549


The notes on pages 13 to 25 form part of these financial statements.

Page 12

 
EDGEN MURRAY EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

1.


General information

Edgen Murray Europe Limited is a private company incorporated on 20 January 1976 and domiciled in the UK, with registered address of Vintners' Place, Upper Thames Street, London, EC4V 3BJ. 
The company is exempt by virtue of s.401 of the Companies Act 2006 from the requirement to prepare group financial statements. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

Information on the impact of first-time adoption of FRS 102 is given in note 22.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Sumitomo Corporation as at 31 March 2023 and these financial statements may be obtained from www.sumitomocorp.co.jp/english.

 
2.3

Going concern

As of 24 March 2021, the strategic decision was made by Sumitomo Corporation to move forward with a detailed and formal plan to wind down Edgen Murray Europe operations. The wind-down decision entailed an immediate cessation of new business origination and commencing of consultation procedures to terminate employees whose roles have been made redundant. Under the wind-down plan Edgen Murray Europe will continue to execute existing backlog of contracts on a business as usual basis and as these are wound down reduce its fixed cost base accordingly.
As the directors do not intend to conduct a replacement trade, the financial statements have been prepared on a basis other than that of going concern.
The company exited all leases in the year to 31 March 2022 and disposed or scrapped the fixed assets and on hand inventory except for the inventory acquired during the sale of HSP Valves Group Limited. The effect on the financial statements is that all assets and liabilities have been classified as current and that the assets have be recorded at their estimated realisable value.

Page 13

 
EDGEN MURRAY EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

  
2.4

Foreign currencies

Transactions in foreign currencies are translated to the functional currency of the company at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the profit and loss account. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign cun-encies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined.

  
2.5

Recognition, classification, initial and subsequent measurement of financial instruments issued by the company

Financial instruments issued by the company are treated as equity (i.e. forming part of shareholder funds) only to the extent that they meet the following two conditions:
a) they include no contractual obligations upon the company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the company; and
b) where the instrument will or may be settled in the company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the company's own equity instruments or is a derivative that will be settled by the company's exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the company's own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.
Finance payments associated with financial liabilities are dealt with as part of interest payable and similar expenses. Finance payments associated with financial instruments that are classified as part of shareholder funds (see dividends policy), are dealt with as appropriations in the reconciliation of movements in shareholder funds.
Non-derivative financial instruments
Non-derivative financial instruments comprise investments in equity, trade and other debtors, cash and cash equivalents, loans and borrowings, and trade and other creditors.
Trade and other debtors
Trade and other debtors are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses.
Trade and other creditors
Trade and other creditors are recognised initially at fair value plus attributable transition costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value plus attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.
 
Page 14

 
EDGEN MURRAY EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

Investments
Investments are stated at cost less any provision for impairment. 
Derivative financial instruments
Derivative financial instruments are recognised at fair value. The gain or loss on re-measurement to fair value is recognised immediately in profit or loss. The company does not use hedge accounting.

  
2.6

Stocks

Stocks are stated at the lower of cost and net realisable value. Cost is based on the weighted average cost principle and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs in bringing them to their existing location and condition.

  
2.7

Employee benefits

A defined contribution plan is a post-employment benefit under which the company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contributions pension plans are recognised as an expense in the profit and loss account in the periods during which services are rendered by employees.

  
2.8

Provisions

A provision is recognised in the balance sheet when the company has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects risks specific to the liability.

  
2.9

Revenue

Revenue comprises the value of goods and services supplied in the normal course of business, net of discounts, rebates, VAT and similar taxes. Revenue from the sale of goods and services is recognised when the company has transferred control of the goods and services to the customer, the amount of revenue can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the company. The directors have reviewed the markets for which the company operates, and have determined that the company operates primarily in Europe and the Rest of the World.
The company's renewable agreements with customers may contain complex terms or separately identifiable
performance obligations outside delivering product to customers. Revenue is recognised when the performance obligation is met.
Revenue was earned in the year from agent commission earned on conductor orders. The conductor business was transferred to Sumitomo Corporation in October 2021 as part of the wind down process but the established conductor customers did not transfer the open orders to Sumitomo and the order obligations were fulfilled by Edgen Murray Europe, earning a commission as a result. All new conductor orders are channelled through Sumitomo and therefore the commission earned is not a continuing revenue stream.
The warranties offered in the contracts are protective warranties given to the customer, also these warranties provided to customers are back-to-back with the warranty that Edgen Murray obtains from its suppliers. These warranties protect the customer against non-functional product. These are the standard warranties offered in the industry. No additional revenue was recognised against this standard warranty offered.

Page 15

 
EDGEN MURRAY EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

  
2.10

Interest receivable and interest payable

Financing expenses comprises interest payable and finance leases recognised in profit or loss using the effective interest method, unwinding of the discount on provisions, and net foreign exchange losses that are recognised in the profit and loss account (see foreign currency accounting policy). Borrowing costs that are directly attributable to the acquisition, construction or production of an asset that takes a substantial time to be prepared for use, are capitalised as part of the cost of that asset. Financing income comprises interest receivable on funds invested, dividend income, and net foreign exchange gains.
Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. Dividend income is recognised in the profit and loss account on the date the entity's right to receive payments is established. Foreign currency gains and losses are reported on a net basis.

  
2.11

Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised or where it is probable that the company will be paid to surrender its losses by a fellow group undertaking.

Page 16

 
EDGEN MURRAY EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

  
2.12

Accounting estimates and judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. Due to the nature of estimation, the actual outcomes may well differ from these estimates.
Management has made the following judgements in applying the company's accounting policies:
Fair value estimation
The carrying values of investments, trade creditors, trade debtors and stocks less impairment provisions are assumed to approximate their fair values.
Recoverability of debtors
Trade debtors are assessed for recoverability and appropriate provisions are put in place where necessary after management have considered all available sources of information.
Provisions
During the year to 31 March 2021, Sumitomo Corporation announced the wind down of the Edgen Murray Europe operations. Provisions relate to the directors best estimate of the wind down costs. 


3.


Turnover

The whole of the turnover is attributable to the the principal activity of the company.

Analysis of turnover by country of destination:

2023
2022
£000
£000

Europe
502
20,251

Rest of the world
-
2,112

502
22,363



4.


Operating profit

The operating profit is stated after charging:

2023
2022
£000
£000

Depreciation
-
267

Exchange differences
(93)
327

Page 17

 
EDGEN MURRAY EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

5.


Auditors' remuneration

2023
2022
£000
£000

Fees payable to the company's auditors for the audit of the company's financial statements
16
184


6.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
£000
£000

Wages and salaries
317
1,073

Social security costs
(17)
47

Cost of defined contribution scheme
34
44

334
1,164


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


        2023
        2022
            No.
            No.







Production and sales
7
26



Administration
-
1

7
27


7.


Directors remuneration

Directors emoluments for the year were £836k (2022 - £523k) and company contributions to defined contribution pension schemes were £17k (2022 - £30k). 
Total directors remuneration was £853k (
2022 - £553k).
During the year retirement benefits were accruing to 3 directors (
2022 - 3) in respect of defined contribution pension schemes.
The highest paid director received remuneration of £388k (
2022 - £260k). 
The value of the company's contributions paid to a defined benefit pension scheme in respect of the highest paid director amounted to £4k (
2022 - £16k).

Page 18

 
EDGEN MURRAY EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

8.


Income from investments

2023
2022
£000
£000





Dividends received from unlisted investments
1,945
-

1,945
-



9.


Interest receivable

2023
2022
£000
£000


Interest receivable from group companies
14
807

14
807


10.


Interest payable and similar expenses

2023
2022
£000
£000


Other interest payable
(17)
667

(17)
667

Page 19

 
EDGEN MURRAY EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

11.


Taxation


2023
2022
£000
£000

Corporation tax


Current tax on profits for the year - payments for group relief to fellow group company
41
415

Adjustments in respect of previous periods
136
(6,684)


Total current tax
177
(6,269)

Deferred tax


Adjustment in respect of previous periods
-
1,909

Total deferred tax
-
1,909


Tax on profit
177
(4,360)

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 -lower than) the standard rate of corporation tax in the UK of 19% (2022 -19%). The differences are explained below:

2023
2022
£000
£000


Profit on ordinary activities before tax
1,437
3,316


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 -19%)
273
630

Effects of:


Non-tax deductible amortisation of goodwill and impairment
465
-

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
-
437

Non-taxable income
(697)
-

Use of losses brought forward not recognised in deferred tax
-
(652)

Adjustments to tax in respect of previous periods - current tax
136
(6,684)

Adjustments to tax in respect of previous periods - deferred tax
-
1,909

Total tax charge/(credit) for the year
177
(4,360)

Page 20

 
EDGEN MURRAY EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

12.

Current asset investments


Investment in subsidiary companies
Total

£000
£000

Cost and net book value

At 1 April 2022
3,151
3,151

Additions
2,115
2,115

Amounts written off
(2,447)
(2,447)

At 31 March 2023
2,819
2,819



Subsidiary undertakings
The following were subsidiary undertakings of the company:


Name
Country of incorporation
Principal activity
Holding

Edgen Murray Pte Limited
Singapore
Steel stockholding and trading
100%

Edgen Murray France SAS
France
Steel stockholding and trading
100%

Edgen Murray GmbH
Austria
Steel trading
100%

Edgen Murray Australia Pty Limited*
Austrailia
Steel trading
100%

*Indirectly held via Edgen Murray Pte Limited holding 99.999% and Edgen Murray Europe Limited holding 0.001%. The company went into liquidation in December 2023.



13.


Stocks

2023
2022
£000
£000

Finished goods
-
343

-
343


Page 21

 


 
EDGEN MURRAY EUROPE LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

14.


Debtors

2023
2022
£000
£000


Trade debtors
200
4,365

Amounts owed by group undertakings
-
15,709

Other debtors
526
2,709

726
22,783



15.


Cash and cash equivalents

2023
2022
£000
£000

Cash at bank and in hand
1,094
4,034

1,094
4,034



16.


Creditors: Amounts falling due within one year

2023
2022
£000
£000

Trade creditors
163
8,160

Amounts owed to group undertakings
462
29,178

Other taxation and social security
-
35

Other creditors
1
784

Accruals and deferred income
118
87

744
38,244



17.


Provisions





Winding down provision
Customs duty and penalty provision
Total

£000
£000
£000





At 1 April 2022
3,702
1,722
5,424


Utilised in year
(2,078)
-
(2,078)



At 31 March 2023
1,624
1,722
3,346

Page 22

 
EDGEN MURRAY EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

           17.Provisions (continued)

During the year to 31 March 2021, Sumitomo Corporation announced the wind down of the Edgen Murray Europe operations. A provision totalling £8,587,000 in the year to 31 March 2021 was reduced to £5,424,000 in the year to
31 March 2022 and was recognised in accordance with IAS 3 7 and IAS 19. At 31 March 2023 the provision was reduced to £3,346,000 under FRS 102 and no changes from applying FRS 102 have been made.  The provision is calculated as the best estimate as at each reporting date. Under the wind down plan, all of the company's previously ongoing lines of business were to cease by the middle of 2021, with activity beyond that point largely focused on delivery of remaining long term contracts, all of which were determined to be onerous. It also included unrelated activities associated with the wind down of the business. Management performed a detailed exercise to budget for the remaining costs of the business, from the balance sheet date through to the expected cessation of operations. Under FRS 102, costs that were determined to be incremental to the decision to cease trading have been provided for.
Wind down trading costs provision (including restructuring costs and redundancy provision)
The wind down trading costs provision relates to the cost to undertake activities until the final liquidation. These costs include the negotiation of exit, cancellation or wind down of supplier agreements, property leases, warranties and guarantees to customers and operational expenditures at each site; the fulfilment of liquidator document retention obligations; the early settlement or novation of any outstanding claims or liabilities; close down of IT systems; preparation of legal entities for formal handover to liquidators; and disposal of fixed assets. Management projected the total staff costs and direct and indirect costs associated with the ongoing conductor business. Overheads associated with onerous contracts and overheads associated with ongoing activities were all removed. The remaining projected costs have been provided for as the resource will be focused exclusively on wind down. They include retention bonuses to be paid to key personnel for their services during wind down. These remaining costs are therefore incremental to the company's normal operations.
The winding down provisions also include a restructuring costs provision which represents an estimate of the costs of wind down services needed, primarily those costs related to the appointment of an authorised liquidator. In assessing its strategic exit options, Sumitomo engaged Deloitte (now Teneo) to analyse exit options which included potential M&A strategies and wind-down/ termination. For Teneo to prepare their reports, the Company provided detailed schedules, contracts, and access to key employees. The Teneo report was refreshed for 31 March 2021 data as appropriate and supporting documentation served as the basis for our accounting for the restructuring costs, which are primarily professional fees associated with liquidation. During the year to 31 March 2022 further discussions were had with Teneo to consider any changes to the initial estimates and these were then reflected in updating the provision for restructuring costs.
The key uncertainties in determining the amount of the provision include:
• the extent to which legal advice is needed in respect of the liquidation process and contract issues;
• the extent to which liquidator fees are impacted due to unforeseen issues arising with the liquidation such as known creditors not settled prior to liquidation; additional creditor claims; warranty issues; resolution of any employee matters; balance sheets not tidied up prior to elimination processes; and liquidation processes not concluded by the assumed date of liquidation.
The provision is expected to be utilised over the period of dormancy.
The winding down provisions also included a redundancy provision which related to committed restructuring plans within the business, which were recognised upon communication of the plans to the affected employees. This amount has been utilised in the period and amounts to £1,368k of the utilisation of the provisions shown above.
Customs duty and penalty provision
Customs duty and penalty provision relates to the cost payable to Jebel Ali Free Zone Authority in Dubai, U.A.E. payable on behalf of Edgen Murray FZE, a subsidiary of the company until February 2022, once a tax audit is completed. The tax audit was still in progress at the date of signing off the accounts.

Page 23

 
EDGEN MURRAY EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

18.


Share capital

2023
2022
£000
£000
Allotted, called up and fully paid



111,111 (2022 -111,111) Ordinary shares of £1.00 each
111
111
12,646,196 (2022 -1) Preference shares of £1.00 each
12,646
-

12,757

111


The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per share at meetings of the company.
On 30 August 2022, the company allotted 12,646,195 preference shares of £1.00 each in the capital of the company to Sumitomo Corporation of Americas ("SCOA"). SCOA is a subsidiary wholly owned by Sumitomo Corporation, the ultimate parent company of Edgen Murray Europe Limited. On 29 September 2022, SCOA sold its entire preference share holding in the company to Sumitomo Corporation.


19.


Reserves

Share premium account

The share premium account represents premium paid on Company shares. 

Profit and loss account

The profit & loss account represents cumulative profits and losses, net of dividends paid and other adjustments.


20.


Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company  in an independently administered fund. The pension cost charge represents contributions payable by the company  to the fund and amounted to £34k (2022 - £44k) . Contributions totalling £NIL (2022 - £12k) were payable to the fund at the reporting date.


21.


Parent undertaking

At the balance sheet date, the company was wholly owned by Pipe Acquisition Limited (immediate parent company).
The directors consider Sumitomo Corporation, a Japanese listed company, to be the ultimate parent undertaking at the balance sheet date. The largest group in which the results of the company are consolidated is that headed by that ultimate parent undertaking whose principal place of business is at Harumi Island Triton Square Office Tower Y 8-11, Harumi 1-chome, Chuo-ku, Tokyo, 104-8610. Copies of the consolidated financial statements of Sumitomo Corporation can be obtained from www.sumitomocorp.co.jp/english. 

Page 24

 
EDGEN MURRAY EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

22.


First time adoption of FRS 102

The policies applied under the entity's previous accounting framework are not materially different to FRS 102 and have not impacted on equity or profit or loss.
The previous accounting framework was FRS 101.

Page 25