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Company registration number: 05501083







DIRECTOR'S REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 MARCH 2026


PIPE ACQUISITION LIMITED





































 


PIPE ACQUISITION LIMITED
 


 
COMPANY INFORMATION


Director
T Hattori 




Company secretary
S Aikawa



Registered number
05501083



Registered office
Vintners' Place
Upper Thames Street

London

EC4V 3BJ




Independent auditor
Menzies LLP
Chartered Accountants & Statutory Auditor

4th Floor

95 Gresham Street

London

EC2V 7AB




Bankers
HSBC
8 Canada Square

London

E14 5HQ




Solicitors
Brodies LLP
15 Atholl Crescent

Edinburgh

EH3 8HA





 


PIPE ACQUISITION LIMITED
 



CONTENTS



Page
Director's report
1 - 2
Independent auditor's report
3 - 6
Statement of comprehensive income
7
Statement of financial position
8
Notes to the financial statements
9 - 11


 


PIPE ACQUISITION LIMITED
 


 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 MARCH 2026

The director presents his report and the financial statements for the year ended 31 March 2026.

Director's responsibilities statement

The director is responsible for preparing the Director's report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

Director

The director who served during the year was:

T Hattori 

Disclosure of information to auditor

The director at the time when this Director's report is approved has confirmed that:
 
∙so far as  is aware, there is no relevant audit information of which the company's auditor is unaware, and

∙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.

Auditor

The auditor, Menzies LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

Page 1

 


PIPE ACQUISITION LIMITED
 


 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026

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





T Hattori
Director

Date: 29 October 2026

Page 2

 


PIPE ACQUISITION LIMITED
 

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PIPE ACQUISITION LIMITED

Opinion


We have audited the financial statements of Pipe Acquisition Limited (the 'company') for the year ended 31 March 2026, which comprise the Statement of comprehensive income, the Statement of financial position and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, 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 2026 and of its loss 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 - financial statements prepared on a basis other than going concern


We draw attention to Note 2.2 to the financial statements which explains that the director 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.


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 Auditor's report thereon. The director is 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 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 3

 


PIPE ACQUISITION LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PIPE ACQUISITION 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 Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Director's report has 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 Director's 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 director's remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit; or
∙the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Director's report and from the requirement to prepare a Strategic report.


Responsibilities of director
 

As explained more fully in the Director's responsibilities statement set out on page 1, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.


Page 4

 


PIPE ACQUISITION LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PIPE ACQUISITION 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.


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:
 
∙The Companies Act 2006
∙Financial Reporting Standard 102; and
∙UK tax legislation

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

We obtained an understanding of how the Company is complying with its legal and regulatory framework by making enquiries of management and those responsible for legal and compliance matters and reviewing 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. Our audit procedures in response to this assessment included:

∙Identifying and assessing the design and implementation of controls management has established to prevent and detect fraud;
∙Making enquiries of management regarding actual and suspected fraud;
∙Considering the potential for management override of controls or the inappropriate influence over the financial reporting process;
∙Challenging assumptions and judgements made by management in significant accounting estimates; and
∙Identifying and testing journal entries, with particular focus on entries displaying characteristics that we consider unusual.

 


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 Auditor's report.


Page 5

 


PIPE ACQUISITION LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PIPE ACQUISITION 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 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.





Andrew Wooding FCA (Senior statutory auditor)
for and on behalf of
Menzies LLP
Chartered Accountants
Statutory Auditor
4th Floor
95 Gresham Street
London
EC2V 7AB

29 October 2026
Page 6

 


PIPE ACQUISITION LIMITED
 


 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026

2026
2025
£
£


Administrative expenses
(3,402)
(1,080)

Operating loss
(3,402)
(1,080)

Loss for the financial year
(3,402)
(1,080)

There was no other comprehensive income for 2026 (2025:£NIL).

The notes on pages 9 to 11 form part of these financial statements.

Page 7

 


PIPE ACQUISITION LIMITED
REGISTERED NUMBER:05501083



STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026

2026
2025
Note
£
£

  

Current assets
  

Current asset investments
 4 
-
-

Bank and cash balances
  
101,081
117,911

  
101,081
117,911

Creditors: amounts falling due within one year
 5 
(46,793)
(60,221)

Net current assets
  
 
 
54,288
 
 
57,690

Total assets less current liabilities
  
54,288
57,690

  

Net assets
  
54,288
57,690


Capital and reserves
  

Called up share capital 
  
77,349,521
77,349,521

Share premium account
  
8,450,000
8,450,000

Profit and loss account
  
(85,745,233)
(85,741,831)

  
54,288
57,690


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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




T Hattori
Director

Date: 29 October 2026

The notes on pages 9 to 11 form part of these financial statements.

Page 8

 


PIPE ACQUISITION LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

1.


General information

Pipe Acquisition Limited is a private company, limited by shares, registered in England and Wales. The address of the registered office is Vintners' Place, Upper Thames Street, London, EC4V 3BJ. 

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. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

  
2.2

Going concern

On 24 March 2021 the ultimate parent company announced the decision to discontinue trading in the Eastern Hemisphere tubular business. The group are proceeding with the aim of liquidating the relevant companies as soon as possible. As such the director has not prepared the financial statements on a going concern basis.  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.

  
2.3

Foreign currency

Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction or, if hedged forward, at the rate of exchange under the related forward currency contract. Monetary assets and liabilities denominated in foreign currencies are translated using the contracted rate or the rate of exchange ruling at the balance sheet date and the gains or losses on translation are included in the profit and loss account.

  
2.4

Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case it is recognized directly in equity or other comprehensive income.

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 adjustments 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 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 recognized only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.

  
2.5

Non derivative financial instruments

Non derivative financial instruments comprise investments in equity, cash and cash equivalents, and trade and other creditors

Trade and other creditors

Trade and other creditors are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method.

Page 9

 


PIPE ACQUISITION LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

  
2.6

Investment

Investments are stated at cost less any provision for any impairment.


3.


Employees

The average monthly number of employees, including director, during the year was 0 (2025 - 0).


4.


Current asset investments

Investments in subsidiaries were fully impaired and valued at £NIL at the year end (2025 - £NIL).

The company has a 100% shareholding in the following subsidiary companies:
 
∙Edgen Murray Europe Limited - Incorporated in the United Kingdom with principal activity of steel stockholding and trading

∙Edgen Murray Pte Limited* - Incorporated in Singapore with principal activity of steel stockholding and trading

∙Edgen Murray GmbH* - Incorporated in Austria with principal activity of steel trading

∙Edgen Murray Australia Pty Limited** - Incorporated in Australia with principal activity of steel trading

*Indirectly held via Edgen Murray Europe Limited. The companies entered into liquidation subsequent to the year end. Further details are provided in Note 6, Post Balance Sheet Events.
**Indirectly held via Edgen Murray Pte Limited. The company completed liquidation and deregistered in September 2025.
 


5.


Creditors: Amounts falling due within one year

2026
2025
£
£

Trade creditors
792
-

Accruals and deferred income
46,001
60,221

46,793
60,221


Page 10

 


PIPE ACQUISITION LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

6.


Post balance sheet events

Subsequent to the year end, two indirect wholly owned subsidiaries of the Company entered into liquidation as part of the Group’s restructuring activities. The Company owns 100% of Edgen Murray Europe Limited, which in turn owns 100% of Edgen Murray GmbH and Edgen Murray Pte. Ltd.

Edgen Murray GmbH, incorporated in Austria, entered into liquidation with effect from 1 June 2026.

Edgen Murray Pte. Ltd., incorporated in Singapore, subsequently entered into a members’ voluntary liquidation on 3 July 2026. 

These events are considered to be non-adjusting events after the reporting period and, accordingly, no adjustments have been made to the amounts recognised in these financial statements.


7.


Parent undertaking

Sumitomo Corporation, a Japanese listed company, is  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 11