ACCOUNTS - Final Accounts

Turnover represented the amounts derived from provision of goods and services which fell within the Company's ordinary activities, stated net of value added tax.
A geographical analysis of turnover is as follows:

Registered number: 01203356

PIPEX LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

PIPEX LIMITED

COMPANY INFORMATION

Directors	C P O'Neil
	I Broughton


Company secretary	M J Quilter


Registered number	01203356


Registered office	C/O National Oilwell Varco
	Stonedale Road, Unit 10
	Oldends Lane Industrial Estate
	Stonehouse
	Gloucestershire
	GL10 3RQ


Independent auditor	Ernst & Young LLP
	4th Floor
	2 Marischal Square
	Broad Street
	Aberdeen
	AB10 1BL

PIPEX LIMITED

CONTENTS

	Page
Strategic Report	1 - 2
Directors' Report	3 - 4
Directors' Responsibilities Statement	5
Independent Auditor's Report	6 - 8
Profit and Loss Account	9
Statement of Comprehensive Income	10
Balance Sheet	11
Statement of Changes in Equity	12
Notes to the Financial Statements	13 - 23

PIPEX LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The Directors present their Strategic Report for the year ended 31 December 2024.

Business review

Following the sale of trade and assets to the parent undertaking, National Oilwell Varco UK Limited on 1 November 2023, the Company has not traded in the current year.
On 14 November 2024 the Directors passed a special resolution to reduce the Ordinary share capital of the Company from 60,533 Ordinary £1 shares to 1 Ordinary £1 share, and in doing so credited the profit and loss reserve with £60,533.
On the same date, the Directors passed a special resolution to reduce the share premium account from £18,828 to £nil and this amount was credited to the Profit and Loss Account.
On the same date, the Directors passed a special resolution to reduce the capital redemption reserve from £14,949 to £nil and this amount was credited to the Profit and Loss Account.
On the same date, the Directors resolved to treat the Capital Contribution Reserve of £2,526,707 as realised profits by the Company and this amount was credited to the Profit and Loss Account.
On 15 November 2024 the Company declared a dividend of £5,971,000.

Future Developments

Following the sale of trade and assets during 2023 and capital reductions and dividend during 2024, the Company is not expected to have any further activity and the Directors intend to take appropriate actions so that the Company can be struck off the Register of Companies. Prior to this, a due diligence process would be initiated and concluded. The timescale of this process is dependent on the outcome of the due diligence.

Principal risks and uncertainties

Following the transfer of trade and assets during 2023, the Company no longer has any principal risks or uncertainties. In the prior year the Company was exposed to the following risks or uncertainties:

Foreign exchange risk
Prior to the business transfer, the Company was exposed to foreign exchange risk given the Company's reliance on foreign suppliers. In addition, some oilfield sales were denominated in United States dollars and so fluctuations in that currency during the year would directly affect margins when those sales are translated into British pound sterling. The Company managed this risk by recognising when foreign currency exposure is expected and minimises the risk accordingly. Following the business transfer, there is no longer any foreign exchange risk as the note receivable is denominated in British pound sterling.
Legislative risk
When designing a new product, the Company ensures that the legislative requirements of the end user are fully met.
Market risks
The sale of any oilfield equipment or services to the offshore oil and gas industry correlates strongly with the price of oil and drilling activity which is outside the Company's direct control.

Page 1

PIPEX LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

This report was approved by the board on 29 September 2025 and signed on its behalf.

I Broughton

Director

Page 2

PIPEX LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their report and the financial statements for the year ended 31 December 2024.

Results and dividends

The profit for the year, after taxation, amounted to £nil (2023 - £1,377,000).

Dividends of £5,971,000 were distributed in the year (2023 - £nil).

Directors

The Directors who served during the year and to the date of this report were:

C P O'Neil

I Broughton

Financial instruments

Following the transfer of trade and assets during 2023, the Company is no longer exposed to any financial instrument risks. During the prior year the Company was exposed to the following principal risks and uncertainties:
Interest rate risk
Exposure to interest rate risk was limited to movements in the UK and US base rates. However, as the Company had no external debt other than its bank overdraft, its exposure to interest rate risk is considered low.
Liquidity risk
The Company was a participant in a Zero Balancing Arrangement ("ZBA") cash pool facility headed by its parent undertaking, National Oilwell Varco UK Limited. This means the Company was charged no interest on its negative cash position. This ZBA arrangement allowed for cash to be available to the Company to assist with working capital and liquidity needs as and when necessary. As such, the Directors considered the Company’s exposure to liquidity risk to be low.
Credit risk
The Company did have an element of credit risk attributable to its trade receivables, but was rigorous in its financial appraisal of potential customers before entering into sales contracts. The Company had a large and geographically diverse customer base which also mitigated the potential exposure on receivables. The amounts presented in the Balance Sheet were shown net of provisions for doubtful receivables. An allowance for impairment had been made where there is an identifiable loss event, or the likelihood of failure to be able to collect amounts based on previous experience and the current business situation for specific customers.
Price risk
The Directors believed that the Company was well placed to mitigate against this risk due to its diversity of product and flexibility of service.

Going concern

It is the responsibility of the Directors to prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business. During 2023, the Company has ceased all operational existence and in the near future the Directors intend to take appropriate actions so that the Company can be struck off the Register of Companies. Accordingly, they adopt a basis other than going concern in preparing the financial statements.

Page 3

PIPEX LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Post balance sheet events

As the Company is no longer trading, there have been no significant events affecting the Company since the year end.

Auditor

The auditor, Ernst & Young LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006, until such time as the Company becomes dormant.

This report was approved by the board on 29 September 2025 and signed on its behalf.

I Broughton

Director

Page 4

PIPEX LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

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 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 in accordance with Section 10 of FRS 102 and then apply them consistently;

∙make judgements and accounting estimates that are reasonable and prudent;

∙present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

∙provide additional disclosures when compliance with the specific requirements in FRS 102 is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company’s financial position and financial performance;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 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.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report and a

Directors’ Report, that comply with that law and those regulations. The Directors are responsible for the

maintenance and integrity of the corporate and financial information included on the Company’s website.

Page 5

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PIPEX LIMITED

Opinion

We have audited the financial statements of Pipex Limited for the year ended 31 December 2024, which comprise the Profit and Loss Account, the Statement of comprehensive income, the Balance Sheet, the Statement of changes in equity and the related notes 1 to 19, 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 FRS 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 December 2024 and of its result 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 – basis of preparation/financial statements prepared on a basis other than going concern

We draw attention to note 2.1 in the financial statements, which explains that trade has ceased, and the Directors intend to take appropriate actions so that the Company can be struck off the Register of Companies 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 on concern.

Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.

Page 6

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PIPEX LIMITED (CONTINUED)

Other information (continued)

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.

Opinions 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 5, 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

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PIPEX LIMITED (CONTINUED)

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

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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: However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

∙We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the United Kingdom. In addition, the Company has to comply with laws and regulations relating to its operations, including health and safety, employees, GDPR and anti-bribery and corruption.

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 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.

Tom Sanders (Senior statutory auditor)

for and on behalf of

Ernst & Young LLP, Statutory Auditor

Aberdeen

29 September 2025

Page 8

PIPEX LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£000	£000


Turnover	4	-	12,880
Cost of sales		-	(9,623)
Gross profit		-	3,257
Administrative expenses		-	(1,648)
Other operating income		-	157
Operating profit	5	-	1,766
Interest receivable	9	-	30
Profit before tax		-	1,796
Tax on profit	10	-	(419)
Profit for the financial year		-	1,377

The Company has not traded during the year. During this period, the Company received no income and incurred no expenditure.

The notes on pages 13 to 23 form part of these financial statements.

Page 9

PIPEX LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

				2024	2023
				£000	£000

Profit for the financial year	-	1,377
Other comprehensive income	-	-
Total comprehensive income for the year	-	1,377

The notes on pages 13 to 23 form part of these financial statements.

Page 10

PIPEX LIMITED

REGISTERED NUMBER: 01203356

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£000		£000


Current assets
Debtors: amounts falling due within one year	12	-	5,971

Net assets		-	5,971

Capital and reserves
Called up share capital	13	-	61
Share premium account	14	-	19
Capital redemption reserve	14	-	14
Capital contribution reserve	14	-	2,527
Profit and loss account		-	3,350
		-	5,971

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.

I Broughton

Director

The notes on pages 13 to 23 form part of these financial statements.

Page 11


		PIPEX LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Capital redemption reserve	Share based payment reserve	Capital contribut- ion reserve	Profit and loss account	Total equity
	£000	£000	£000	£000	£000	£000	£000
At 1 January 2023	61	19	14	32	2,527	1,964	4,617
Comprehensive income for the year
Profit for the year	-	-	-	-	-	1,377	1,377
Total comprehensive income for the year	-	-	-	-	-	1,377	1,377
Realisation of share based payment reserve (note 14)	-	-	-	(9)	-	9	-
Transferred to parent company	-	-	-	(34)	-	-	(34)
Amounts paid for vested restricted share awards (note 14)	-	-	-	(112)	-	-	(112)
Share based payments (note 15)	-	-	-	123	-	-	123

At 1 January 2024	61	19	14	-	2,527	3,350	5,971
Profit for the year	-	-	-	-	-	-	-
Total comprehensive income for the year	-	-	-	-	-	-	-
Dividends (note 11)	-	-	-	-	-	(5,971)	(5,971)
Capital reductions (note 13 and 14)	(61)	(19)	(14)	-	(2,527)	2,621	-
At 31 December 2024	-	-	-	-	-	-	-

Page 12

PIPEX LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Pipex Limited is a limited liability company incorporated in England and Wales. The registered office is Stonedale Road, Unit 10, Oldends Lane Industrial Estate, Stonehouse, Gloucestershire, GL10 3RQ.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared in accordance with FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ and the Companies Act 2006. It is the responsibility of the Directors to prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business. The Company has ceased all operational existence and in the near future the Directors intend to formally strike off the Company. Accordingly, they adopt a basis other than going concern in preparing the financial statements. No adjustments were necessary to the amounts at which the remaining assets and shareholders' funds are included in these financial statements.

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 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47,
  11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
• the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a),
  12.29(b) and 12.29A;
• the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and
  26.23;
• the requirements of Section 33 Related Party Disclosures paragraph 33.7.
The information required by sections 11, 12 and 26 noted above is included in the consolidated financial statements of NOV Inc. as at 31 December 2024 and these financial statements may be obtained from its principal office at 10353 Richmond Avenue, Houston, Texas, 77042, USA.

Page 13

PIPEX LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency
The Company's functional and presentation currency is British pound sterling (GBP). The Company's financial statements are prepared in GBP and rounded to the nearest £'000.

Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Profit and Loss Account except when deferred in other comprehensive income as qualifying cash flow hedges.
All foreign exchange gains and losses are presented in the Profit and Loss Account within 'Administrative expenses'.

2.4

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 14

PIPEX LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the transaction; and

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

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

Construction contracts
Revenue arising from construction contracts is recognised by reference to the stage of completion. Stage of completion is measured by reference to the proportion that costs incurred for work performed to date bear to the estimated total costs. Costs incurred for work performed to date do not include costs relating to future activity, such as for materials or prepayments.

2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102 and have no specific conditions attached to them. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature, including furlough, are recognised in the Profit and Loss Account in the same period as the related expenditure.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 15

PIPEX LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Pensions

The Company operated a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

2.9

Share-based payments

The Company participated in a group share-based payment plan, in which the ultimate parent grants share options and restricted shares directly to the employees of the Company. These share-based payment transactions are treated as equity-settled in the financial statements of the Company as there is no obligation to provide shares to its employees.
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted and is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. Fair value is determined using an appropriate pricing model. In valuing equity-settled transactions, no account is taken of any vesting conditions, other than conditions linked to the price of the shares of the ultimate parent company (market conditions). No expense is recognised for awards that do not ultimately vest for failure to meet service conditions or non-market vesting conditions.
At each Balance Sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expired and management’s best estimate of the achievement or otherwise of non-market conditions on the number of equity instruments that will ultimately vest as described above. The movement in cumulative expense since the previous Balance Sheet date is recognised in the Profit and Loss Account, with a corresponding entry in equity.
There is a contractual recharge agreement in place requiring the Company to reimburse a fellow group company for the cost of the share-based payments. The cost of these transactions to the Company is measured at fair value, which is established initially at the grant date and at each Balance Sheet date thereafter until the awards are settled. During the vesting period a liability is recognised representing the product of the fair value of the award and the portion of the vesting period expired as at the Balance Sheet date. From the end of the vesting period until settlement, the liability represents the full fair value of the award as at the balance sheet date. The liability recognised during the vesting period and changes in the carrying amount for the liability are recognised in equity as a repayment of capital contribution for the equity-settled awards and anything in excess of that contribution is a distribution.

Page 16

PIPEX LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in Other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:
• The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
• Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.

2.11

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

In the course of preparing the financial statements, no accounting estimates and assumptions or critical judgements have been made in the process of applying the Company’s accounting policies that have had a significant effect on the amounts recognised in the financial statements.

Page 17

PIPEX LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024


Europe	-	9,331
Far East	-	2,621
Americas	-	570
Middle East	-	274
Africa	-	84
	-	12,880

An analysis of turnover by category is as follows:
	2024	2023
	£000	£000


Provision of services and construction contracts	-	6,773
Sale of goods	-	6,107
	-	12,880

Research & development charged as an expense	-	117
Exchange differences	-	9
Operating leases - plant and machinery	-	47
Depreciation of tangible fixed assets	-	241
Government grants	-	(17)
Impairment of stock	-	193
Auditor's remuneration (note 6)	-	38

Page 18

PIPEX LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

6.	Auditor's remuneration
		2024	2023
		£000	£000

	Fees payable to the Company's auditor for the audit of the Company's
	financial statements	10	38

	The 2024 audit fee was borne by the parent undertaking, National Oilwell Varco UK Limited.

Wages and salaries	-	3,556
Social security costs	-	349
Share based payments (note 15)	-	91
Cost of defined contribution pension scheme (note 16)	-	178
	-	4,174

The average monthly number of employees, excluding the Directors, during the prior year was as follows:

	2024	2023
	No.	No.

Administrative and support	-	15
Production	-	71

	0	86

Page 19

PIPEX LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Directors' remuneration
		2024	2023
		£000	£000

Directors' emoluments	443	481
Amounts receivable under long-term incentive schemes	130	134
Company contributions to defined contribution pension schemes	21	22
	594	637

The Directors of the Company are also directors of the immediate holding company and fellow UK group companies.
The two Directors are employed and paid by the immediate holding company. The Directors do not believe it is practicable to apportion their time, and therefore their remuneration, between services as a Director and employee of the immediate holding company and their services as a Director of fellow group companies.
The highest paid Director during the financial year received remuneration of £392,000 (2023 - £471,000). The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £13,000 (2023 - £16,000).
During the year retirement benefits were accruing to 2 Directors (2023 - 2) in respect of defined contribution pension schemes.
During the year 2 Directors (2023 - 2) received shares in respect of qualifying services and no Directors (2023 - nil) exercised share options.

9.	Interest receivable
		2024	2023
		£000	£000

Interest receivable from group company

Corporation tax
Current tax on profits for the year	-	431
Adjustments in respect of previous periods	-	(12)
Total current tax	-	419

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PIPEX LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.Taxation (continued)

Profit before tax

1,796

Profit multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	-	422
Effects of:
Expenses not deductible for tax purposes	-	20
Adjustments in respect of previous periods	-	(12)
Other timing differences (fixed assets and share options)	-	(11)
Total tax charge for the year	-	419

11.	Dividends
		2024	2023
		£000	£000


	Interim dividend (£5,971,000 per share)	5,971	-

12.

Debtors

					2024	2023
					£000	£000


Amounts owed by parent undertakings	-	5,971

Amounts owed by parent undertakings at 31 December 2023 was represented by a loan note receivable in respect of the sale of trade and assets to National Oilwell Varco UK Limited, the immediate parent undertaking, on 1 November 2023. This balance was distributed to the parent undertaking on 15 November 2024.

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PIPEX LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

1 (2023 - 24,073) Ordinary A share of £1	1	24,073
Nil (2023 - 32,208) Ordinary B shares of £1 each	-	32,208
Nil (2023 - 2,985) Ordinary C shares of £1 each	-	2,985
Nil (2023 - 1,267) Ordinary D shares of £1 each	-	1,267

	1	60,533

Ordinary shares class A, B, and C have voting rights, rights to dividends and return of capital parri passu attached to them. Ordinary shares class D provided rights to dividends and return of capital parri passu, however have no voting rights attached to them.
On 14 November 2024 the Directors passed a special resolution to reduce the share capital by cancelling and extinguishing 20,072 A Ordinary shares of £1 each, 32,208 B Ordinary shares of £1 each, 2,985 C Ordinary shares of £1 each, and 1,267 D Ordinary shares of £1 each. In doing so, the profit and loss reserve was credited with £60,532.

14.

Reserves

Share premium account

This reserve recorded the amount above the nominal value received for shares issued, less transaction costs. On 14 November 2024, the Directors passed a special resolution to reduce the share premium account from £18,828 to £nil and this amount was credited to the Profit and Loss Account.

Capital redemption reserve

The capital redemption reserve represented the nominal value of redeemed shares. On 14 November 2024, the Directors passed a special resolution to reduce the capital redemptive reserve from £14,949 to £nil and this amount was credited to the Profit and Loss Account.

Capital contribution reserve

This reserve recorded amounts received from fellow group entities, which were not repayable. On 14 November 2024, the Directors resolved to treat the Capital Contribution Reserve of £2,526,707 as realised profits by the Company and this amount was credited to the Profit and Loss Account.

Share based payments reserve

At each Balance Sheet date, the cumulative cost of equity-settled transactions with employees is calculated. The movement in cumulative expense since the previous Balance Sheet date is recognised in the Profit and Loss Account, with a corresponding entry in equity. During 2020, a recharge agreement was entered into with the parent company. From 2020 onwards, the parent company recharges the Company annually for the equivalent cost for vested restricted share awards and this is recorded as a reduction to the Share based payment reserve, with a corresponding entry in creditors. The realised element of the Share based payment reserve is transferred annually to the Profit and loss reserve.

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PIPEX LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.

Share-based payments

All employees and related Share based payments obligations were transferred to National Oilwell Varco UK Limited on 1 November 2023.
Senior Executive Plan
Share options in the company's ultimate parent undertaking, NOV Inc., were granted to senior executives. The exercise price of the options is equal to the closing market price of NOV Inc. common stock on the date of the grant. The options vest over a three year period starting from one year from the date of the grant and expire ten years from the date of the grant. There are no cash settlement alternatives.
Restricted shares
NOV Inc. issued restricted stock awards with no exercise price to officers and key employees in addition to share options. During the prior year the Company granted restricted shares to key employees at a fair value of £18.11. These shares will vest in three equal amounts annually on the anniversary of the date of grant.

16.	Pension commitments

The Company operated a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the Company to the scheme and amounted to £nil (2023 - £178,000).
Contributions totalling £nil (2023 - £nil) were payable to the scheme at the Balance Sheet date.

17.

Related party transactions

As permitted by FRS 102 the Company has not disclosed transactions entered into between two or more wholly owned members of the NOV, Inc. group. There are no other related party transactions to disclose.
During the prior year, the Company entered into transactions, in the ordinary course of business, with other related parties. These related parties were members of the NOV Inc. group which were not wholly owned by the ultimate parent. Transactions entered into, included sales of £13,000 with NOV Oil and Gas Services Ghana Limited. No balances were outstanding at the prior year end.

18.	Post balance sheet events

As the Company is no longer trading, there have been no significant events affecting the Company since the year end.

19.	Controlling party

The Company's immediate parent company is National Oilwell Varco UK Limited, a company incorporated in England and Wales.
The Company’s ultimate parent undertaking is NOV Inc., a company incorporated in the United States of America. The consolidated accounts of NOV Inc. are those of the smallest and largest group of which the Company is a member and for which group accounts are prepared. Copies of these accounts are available from its principal office at 10353 Richmond Avenue, Houston, Texas 77042, USA.

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