Company registration number SC748057 (Scotland)
SAWAFI VULCAN NEWCO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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 - 9
SAWAFI VULCAN NEWCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
4
6,115,079
6,115,079
Current assets
Debtors
6
2,910,074
1
Cash at bank and in hand
2,648
2,912,722
1
Creditors: amounts falling due within one year
7
(3,098,819)
(104,221)
Net current liabilities
(186,097)
(104,220)
Net assets
5,928,982
6,010,859
Capital and reserves
Called up share capital
300
300
Share premium account
2,181,564
2,181,564
Capital contribution reserve
1,040,432
1,040,432
Merger relief reserve
2,886,368
2,886,368
Profit and loss reserves
(179,682)
(97,805)
Total equity
5,928,982
6,010,859
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 29 July 2026 and are signed on its behalf by:
I A Kirk
Director
Company registration number SC748057 (Scotland)
SAWAFI VULCAN NEWCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Share capital
Share premium account
Capital contribution reserve
Merger relief reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2024
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
73,682
-
73,682
Balance at 31 December 2024
300
2,181,564
1,040,432
2,886,368
(97,805)
6,010,859
Year ended 31 December 2025:
Loss and total comprehensive income for the year
-
-
-
-
(81,877)
(81,877)
Balance at 31 December 2025
300
2,181,564
1,040,432
2,886,368
(179,682)
5,928,982
SAWAFI VULCAN NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 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
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, as disclosed in Note 9 of these financial statements.
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.
SAWAFI VULCAN NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
1.2
Going concern
During the year, the wider Sawafi Group restructured aspects of its financing arrangements. As part of this restructure, Sawafi Vulcan Newco Limited was granted access to a $1true5m (USD) revolving line of credit facility as part of a wider group facility entered into by the ultimate parent company, Khalid Ali Alturki and Sons Holding Company.
The original facility ran to 31 October 2025 and has subsequently been extended under the same initially agreed terms to 28 February 2027. At the date of approval of these financial statements, an amount of $4.11m has been drawn under the facility. This amount is consistent with the amounts drawn down at the balance sheet date.
The facility operates through a series of short-term drawdowns, typically with maturities ranging up to six months. These drawdowns are repaid and renewed on an ongoing basis, resulting in the facility operating as a revolving source of liquidity.
The directors expect that the facility will continue to be renewed in line with past practice. However, there is no legally binding agreement in place at the date of approval of these financial statements confirming renewal beyond 28 February 2027.
The directors have obtained written confirmation from the ultimate parent undertaking of its ability and intention to provide financial support to the company for a period of at least 12 months from the date of approval of these financial statements, including in the event that the facility is not renewed.
While this support is not legally binding, the directors have no reason to believe that it will not be provided. Based on the above, the directors are satisfied that the company will have sufficient funds to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements.
Accordingly, the financial statements have been prepared on a going concern basis.
1.3
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.
At each reporting period end date, the company reviews the carrying amounts of its investment to determine whether there is any indication that the investment has suffered an impairment loss. If any such indication exists, the recoverable amount of the investment is estimated in order to determine the extent of the impairment loss (if any).
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the investment for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of the investment is estimated to be less than its carrying amount, the carrying amount of the investment is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the investment is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the investment in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.
SAWAFI VULCAN NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
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.
1.4
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. At the end of each reporting period, assets are assessed for objective evidence of impairment. If objective evidence is found, an impairment loss is recognised in the profit and loss account.
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, 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.
The company participates in a short-term revolving Murabaha facility with Kuwait Finance House B.S.C. Although the facility is legally structured as a commodity purchase and resale arrangement, the directors have concluded that the economic substance of the arrangement is that of a financing transaction.
Accordingly, amounts drawn under the facility are recognised as financial liabilities. The associated profit margin is recognised as finance costs over the term of the borrowing using the effective interest method.
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.
1.5
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.
1.6
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
SAWAFI VULCAN NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -
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.
1.7
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.
1.8
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 2025
- 7 -
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 judgement 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 year.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Total
0
0
SAWAFI VULCAN NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
4
Fixed asset investments
2025
2024
£
£
Investment in group subsidiaries
6,115,079
6,115,079
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2025 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
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by subsidiary undertakings
2,910,074
1
Amounts owed by subsidiary undertakings are interest free, unsecured, and repayable on demand.
7
Creditors: amounts falling due within one year
2025
2024
£
£
Borrowings
3,024,823
Trade creditors
600
600
Amounts owed to group undertakings
66,523
Accruals and deferred income
73,396
37,098
3,098,819
104,221
The borrowings relate to amounts drawn under a group banking facility with Kuwait Finance House B.S.C, structured as a short-term revolving commodity Murabaha arrangement.
Individual drawdowns under the facility are short-term in nature, with contractual maturities of up to six months. The facility operates on a revolving basis, with drawdowns repaid and redrawn as required. The profit rate applicable to each USD ($) drawdown is determined at inception and is based on Term SOFR plus a margin of 1.35% per annum. The amount drawn at the balance sheet date in USD was $4.11m.
Subsequent to the year end, on 17 March 2026, the facility was renewed and extended to 28 February 2027.
No assets of the company have been pledged as security in respect of the facility. The facility is supported by guarantees provided at a wider group level.
SAWAFI VULCAN NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
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 is unqualified and includes the following:
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2025 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.
Senior Statutory Auditor:
Fraser Stark
Statutory Auditor:
Azets Audit Services
Date of audit report:
29 July 2026
9
Financial commitments, guarantees and contingent liabilities
At 31 December 2025, the company had a bank guarantee outstanding of £14,868 ($20,000) issued by its bank on behalf of the company. The guarantee is not included in the balance sheet. No provision has been recognised in respect of the guarantee as the directors do not consider that an outflow of economic benefits is probable. The company would be liable to reimburse the bank in the event that the guarantee is called.
10
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
Kingdom of Saudi Arabia
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