Company registration number SC748057 (Scotland)
SAWAFI VULCAN NEWCO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
SAWAFI VULCAN NEWCO LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
SAWAFI VULCAN NEWCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
4
6,115,079
6,115,079
Current assets
Debtors
6
1
1
Creditors: amounts falling due within one year
7
(104,221)
(105,026)
Net current liabilities
(104,220)
(105,025)
Net assets
6,010,859
6,010,054
Capital and reserves
Called up share capital
300
300
Share premium account
2,181,564
2,181,564
Capital contribution reserve
1,040,432
966,750
Merger relief reserve
2,886,368
2,886,368
Profit and loss reserves
(97,805)
(24,928)
Total equity
6,010,859
6,010,054

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 11 June 2025 and are signed on its behalf by:
I A Kirk
Director
Company Registration No. SC748057
SAWAFI VULCAN NEWCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Share capital
Share premium account
Capital contribution reserve
Merger relief reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 November 2022
1
-
0
-
0
-
-
0
1
Period ended 31 December 2023:
Loss and total comprehensive income for the period
-
-
-
-
(24,928)
(24,928)
Issue of share capital
299
2,181,564
-
-
-
2,181,863
Capital contribution from parent undertakings
-
0
-
0
966,750
-
-
0
966,750
Merger relief recognition on share for share exchange
-
-
-
2,886,368
-
0
2,886,368
Balance at 31 December 2023
300
2,181,564
966,750
2,886,368
(24,928)
6,010,054
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
-
-
(72,877)
(72,877)
Capital contribution from parent undertakings
-
0
-
0
73,682
-
-
0
73,682
Balance at 31 December 2024
300
2,181,564
1,040,432
2,886,368
(97,805)
6,010,859
SAWAFI VULCAN NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
1
Accounting policies
Company information

Sawafi Vulcan Newco Limited is a private company, limited by shares, incorporated in Scotland. The registered office is 1st Floor, Blenheim House, Fountainhall Road, Aberdeen, Scotland, AB15 4DT.

1.1
Reporting period

The financial statements have been prepared for the year ended 31 December 2024. The prior period comparative results are for an extended period of 14 months from 1 November 2022 to 31 December 2023.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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.

The financial statements are prepared in Pounds Sterling (£) which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The financial statements of the company are consolidated in the financial statements of Khalid Ali Alturki and Sons Holding Company. These consolidated financial statements are available from its registered office.

 

The financial statements contain information about Sawafi Vulcan Newco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as the company and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its ultimate parent, Khalid Ali Alturki and Sons Holding Company, a company based in the Kingdom of Saudi Arabia.

1.3
Going concern

Subsequent to the balance sheet date, the wider Sawafi Group has performed a restructure of aspects of the group lending facilities. As part of this restructure, Sawafi Vulcan Newco Limited has been granted a $10m line of credit facility on 5 February 2025 by ultimate parent company, Khalid Ali Alturki and Sons Holding Company. This facility is due for renewal on 31 October 2025 and at the date of approval of these financial statements there is an amount of $2.6m drawn on the facility. true

The directors are highly confident the facility will be renewed however there is no formal agreement in place at the date of approval of these financial statements. The directors have therefore obtained assurances in writing from ultimate parent, Khalid Ali Alturki and Sons Holding Company of it’s ability and intention to provide full financial support to Sawafi Vulcan Newco Limited, including not seeking repayment of any amounts due at the date of the approval of the financial statements for a period of at least 12 months, should this repayment impact the company's ability to operate as a going concern.

As with any company placing reliance on other group entities for financial support, the directors acknowledge that these written assurances are not legally binding and there can be no certainty this support will continue. However, at the date of approval of these financial statements, they have no reason to believe this will not be the case.

Subsequently, the directors have prepared the company's financial statements on a going concern basis and are confident the company will have sufficient funds to continue to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of financial statements.

SAWAFI VULCAN NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.4
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the statement of profit and loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

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

SAWAFI VULCAN NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax
Current tax is the expected tax payable or receivable on the taxable income or loss for the year using the tax rates and laws that have been enacted or substantively enacted at the balance sheet date.
Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those which they are included in the company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.8
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.9
Foreign exchange
Transactions in foreign currencies are recorded  at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the statement of profit and loss in the period in which they arise.
SAWAFI VULCAN NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

Assessing indicators of impairment

The key estimate in the current period was assessing whether there have been any indicators of impairment of the investment held. This is done annually by the directors. The directors have considered both external and internal sources of information such as market conditions, technological changes, asset performance against forecasts, and evidence of obsolescence.

 

Where an indication of impairment does exist, the directors will carry out an impairment review to determine the recoverable amount, which is the value in use. The value in use calculation requires the directors to estimate the future cash flows expected to arise from the fixed asset investment and a suitable discount rate in order to calculate present value.

 

There have been no indicators of impairment identified during the current financial period.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
-
0
-
0
SAWAFI VULCAN NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
4
Fixed asset investments
2024
2023
£
£
Investment in group undertakings and participating interests
6,115,079
6,115,079
5
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Vulcan Completion Products UK Limited
1st Floor
Blenheim House
Fountainhall Road
Aberdeen
United Kingdom
AB15 4DT
Ordinary
100.00
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1
1

Amounts owed by group undertakings are interest free, unsecured, and repayable on demand.

7
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
600
12,000
Amounts owed to group undertakings
66,523
-
0
Other creditors
-
0
80,096
Accruals and deferred income
37,098
12,930
104,221
105,026
Amounts owed to group undertakings are interest free, unsecured, and repayable on demand.
8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Angus Cowie
Statutory Auditor:
Azets Audit Services
SAWAFI VULCAN NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
9
Parent Company

The immediate parent undertaking is Sawafi Al Jazeera Oilfield Products and Services Co. Limited, a company incorporated in the Kingdom of Saudi Arabia.

 

The ultimate parent undertaking and controlling party is Khalid Ali Alturki and Sons Holding Company, a company incorporated in the Kingdom of Saudi Arabia.

 

Khalid Ali Alturki and Sons Holding Company is the largest group for which consolidated financial statements are prepared which include these results. A copy of the consolidated financial statements may be obtained from the registered office:

 

Alturki Business Park,

12 & 13th Floors,

Prince Faisal Bin Fahad Rd.,

P.O.Box 31775,

Alkhobar,

31952

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