The Directors present their Strategic report on the Group and the Company for the year ended 31 December 2025.

The principal activity of BP Inv3 Topco Ltd (the “Company”) is to act as a holding company for its subsidiary undertakings. The Company and its subsidiary undertakings (collectively the “Group”) provide drilling waste management services to the oil and gas industry globally, both at source and at onshore fixed processing sites.

As part of our commitment to focusing on our core strengths and driving long-term growth, the Group decided in 2024 to exit the operations of our Solids Control business in the US. Following a strategic review, it was concluded that exiting this business would allow us to reallocate resources to areas with greater potential for growth and profitability. As a result, the business was classified as held for sale and treated as a discontinued operation in the financial statements at 31 December 2024. The Group sold the Solids Control business to the local management team on 31 January 2025.

For the continuing operations, the Group delivered revenue of $67.4m and EBITDA before exceptionals of $18.7m for the year compared to $64.4m and $18.6m respectively in 2024. In 2025, the Group saw a small increase in the utilisation of its RotoMill assets from 66% to 68%. The Group had net assets at 31 December 2025 of $4.9m (2024: $8.4m).

Subsequent to the year-end, the Group completed a refinancing of its existing facilities through the issue of a new three-year $72m Nordic Bond (NB), completed on 10 February 2026. The proceeds from the NB were used to repay the existing Nordic Bond of $62.5m, fund the call option of $2.5m, and cover fees associated with the bond process of $2.7m. In addition, the Group has successfully agreed and entered into a new Super Senior Revolving Credit Facility (SSRCF) for $12m, available for working capital purposes and guarantee facilities. As at 10th February 2026, $8.6m was available for working capital purposes and $3.4m was utilised for guarantee facilities.

The Nordic Bond is not repayable until 10th February 2029 and has an interest rate of 12.25%. The Nordic Bond and SSRCF contain certain covenants relating to leverage and liquidity that are required to be met at each quarterly test date, being 31 March, 30 June, 30 September and 31 December. The Bond was listed on the Nordic ABM on the 5 March 2026.

The global macroeconomic environment from 2025 through to April 2026 has remained uncertain, shaped by a combination of easing inflationary pressures in several major economies, ongoing monetary policy tightening, and periods of heightened geopolitical instability. In 2026, geopolitical tensions in the Middle East intensified, including the conflict between the US/Israel and Iran. These developments contributed to volatility in global energy markets and increased uncertainty surrounding security conditions across the wider region. Periods of heightened tension were accompanied by concerns regarding the potential for disruption to critical maritime routes, particularly the Strait of Hormuz, a key corridor for global oil, LNG flows and supply chain shipments. While no sustained or severe disruption materialised, elevated security risks contributed to fluctuations in commodity prices, higher insurance and freight costs, and increased short‑term market volatility.

Subsequent to these periods of heightened tension, diplomatic engagement and temporary de‑escalation measures have provided short‑term reductions in active hostilities. However, the geopolitical environment remains fluid, and there is ongoing uncertainty regarding the durability of such measures and the potential for renewed escalation. As a result, geopolitical risk remains a key near‑term consideration for global economic conditions.

Despite this challenging backdrop, the Group has continued to experience satisfactory trading conditions and strong activity levels across its core markets, particularly in the UAE and Norway. The Group’s operations in the UAE have not been materially affected by recent regional developments, and management continues to monitor geopolitical risks closely while maintaining operational resilience and flexibility.

The Group does not have operations or trade in Ukraine or Russia, and accordingly the ongoing conflict in Ukraine and related sanctions regimes have continued to have no direct or material impact on the Group’s business.

Review of the business (continued)

In the UAE, drilling operations were carried out on all four islands (at 100% of contract value) on the ‘Upper Zakum’ contract. Following the award of the new 1+1 year contract for Upper Zakum in 2024, the client exercised the extension in June 2025 until June 2026. As previously advised, this contract covers our existing operations on ‘Upper Zakum’, as well as the provision of equipment and personnel for skip and ship services for up to ten jack-up operations. During the year we performed operations on an average of 3 jack-up rigs per month. The contract also included the construction and operation of a major onshore facility requiring two RotoMills. We are pleased to advise that the new site was completed in late 2025 and received first cuttings under a trial period on 15 December 2025. The site was fully commissioned and accepted by the client on 3 February 2026. The new onshore facility is designed to process and treat up to 300 metric tonnes of drill cuttings per day and is the largest self-sustaining facility of its kind.

In addition to the existing ‘Upper Zakum’ contract, the Group was awarded in December 2022, a new 5-year contract with an existing client in the UAE valued at over $100m to support the Ghasha Mega Project, the world’s largest offshore sour gas development. As a result, the Group has now deployed four of our RotoMills across four artificial island drilling units to promote efficiency whilst minimising the project’s carbon footprint. Following the successful startup of the previous three islands in December 2022, April 2023 and December 2024, the final island began operations in July 2025.

As a result of the increase in activity in the UAE and the increased importance of the region to the Group, it was decided that the Corporate Headquarters should relocate to Abu Dhabi in 2025.

In Egypt, the RotoMill at our Alexandria site operated for the full year and delivered a satisfactory set of results. The Group was successful in retaining and winning new work in the country and we expect our operations to deliver positive EBITDA in 2026 and beyond. The region continues to deliver returns in line with expectations.

In the annual report for 2024, the Group had previously recognised that, while the UK Offshore market remains an important part of the portfolio, it is no longer the primary focus of TWMA’s growth strategy, and in line with our forward plan, we continue to deploy a great number of our RotoMill fleet in other markets to maximise utilisation. Following on from the decrease in activity towards the end of 2024, this decline in activity continued into 2025 resulting in the Group only operating on 2 skip and ship operations by the end of the year. This decrease in activity is due to operators postponing, cancelling or delaying drilling activity as a direct result of the UK Government’s fiscal policies. As a result of this reduction in activity, the Group has had to reduce our cost base in the UK with a reduction in force and the closure of one site in the UK being implemented. We do not expect any significant changes in 2026. There are signs that there may be an increase in drilling activity in 2027 and the Group is monitoring closely any new drilling work with clients.

The onshore site in Peterhead continues to perform satisfactorily and has made progress in ensuring that a greater proportion of the drilling waste does not go to landfill. The Group has recently reached an agreement with a third party who will reuse the powder residue extracted from the treatment of the drilling waste by the RotoMill technology. This will reduce the amount sent to landfill by at least 25%. The Group continues to explore further opportunities to reduce the percentage of powder sent to landfill.

In Norway, the Group continued as the incumbent for the cutting’s containment for a significant operator. After restarting in Q3 2024, the operation ran for the full year in 2025. Towards the end of 2025, the Group was successful in adding a second client to the operation. Norway continues to be a key strategic market for the Group’s core technology and moving into 2026 the pipeline of opportunities continue to grow both onshore and offshore.

The Group’s vision is to turn drilling waste into a valuable resource for our clients. The Group provides sustainable solutions which contribute to a good circular economy and a cleaner environment. This is achieved through a variety of at source or centralised treatment options with our market leading RotoMill technology, designed to maximise reuse and recovery of valuable base fluids and significantly reduce or eliminate logistics, lowering emissions of greenhouse gases.

Review of the business (continued)

With an increased focus on climate change, authorities around the world are introducing stricter regulations regarding sustainability and CO2 emissions in order to achieve Net Zero. This will include the impact of the oil and gas industry. The Group introduces technologies and decades of knowledge, which help operators reduce their drilling related emissions. Over the coming years we expect the drilling waste management market will grow, as a result of the world becoming more environmentally conscious.

The Group’s goal is to continue to grow over the coming years, by defending dominant markets and existing contracts in the UAE, in parallel with increased focus on winning new work in Norway, the wider Middle East and North Africa region as described previously and in new emerging markets where regulations are tightening with regards to discharge levels. Product development through automation and remote operations, for example TWMA’s XLink cloud-based real-time monitoring technology, along with the use of ‘big data’ will be key to secure such expansions.

Key Performance Indicators (KPIs)

The Group's activities are managed by teams of dedicated people whose performance is monitored by a series of key performance indicators. At the highest level these are based on profitability, including EBITDA, cash, debt and liquidity management. These are commented on in further detail within the Financial Review.

Operationally, the number one priority is the safety of all our people and anyone who may be affected by our work activities. Key performance indicators include lost time injury frequency (LTIF) and are generated and reported against both targets and prior years, both monitoring performance and highlighting to staff the emphasis the Group places on safety. For the year to 31 December 2025, the LTIF was recorded as 0 (2024: 0). The LTIF is stated at a rate per 200,000 person hours worked. The Group is very satisfied that it continues to operate at a high standard of safety and that our employees have been free from an injury which would have resulted in them being unable to work for the last 2 years. The health & safety of our employees is paramount. We have continued to invest in our systems and processes and undertaken additional management training to further develop our safety leadership.

The other operational KPI that the Group closely monitors is the utilisation of its RotoMill assets. For the year to 31 December 2025, the utilisation of these key assets was 68% compared to 66% the previous year. This increase in utilisation reflects stronger activity levels outside the UK market, offsetting the decline in UK drilling activity.

Principal risks and uncertainties

The Board has delegated day to day management of key risks to the key senior managers of the Group. These managers meet with the Board on a quarterly basis to assess current risks and review mitigating actions.

Loss of revenue

The principal economic risk to the Group is loss of revenue resulting from lower than planned operator activity levels. The Group remains exposed to the cyclical nature of global oil and gas markets. In 2025, oil price volatility persisted due to ongoing Middle East instability, uncertainty in global shipping routes, and mixed global economic indicators. While overall activity levels in our core Middle Eastern markets remained resilient, the North Sea experienced continued cost pressures and postponed operator expenditure in 2025. A material portion of the Group’s UAE operations relies on stable regional logistics, including the free movement of vessels and critical supply chain routes through the Strait of Hormuz. The escalation of geopolitical tensions in the region in early 2026, involving the United States, Israel and Iran, has increased the risk of disruption to the oil sector as well as all maritime transport in the Middle East region. The situation remains uncertain and renewed instability could lead to delays in the delivery of equipment, spare parts and consumables; increased shipping and insurance costs; and constraints on the movement of personnel to critical operating sites. Disruption to client supply chains could result in revised drilling schedules or deferral of planned campaigns, which may negatively impact asset utilisation, revenue timing and operational efficiency. These factors could negatively impact utilisation of our assets, revenue timing and operational efficiency. The Group mitigates this risk through maintaining higher inventory levels of critical spares in the UAE; diversifying supply routes where practical, including sourcing from alternative regional partners; close coordination with clients to monitor operational planning changes; robust business continuity and contingency planning for logistics disruption. While the Group has not experienced any material disruption to date, the risk remains elevated given continued regional volatility.

The TWMA Group does not have operations or trade in any form in either Ukraine or Russia, therefore the war in Ukraine, along with UK and EU sanctions did not directly or significantly impact the Group. The events in Israel and Gaza have led to increased instability across the Middle East but did not directly or significantly impact the Group.

Principal risks and uncertainties (continued)

We mitigate the impact of these risks through endeavouring to secure longer term contracts with our clients where possible, together with contractual protection for early termination. Many of our clients’ own oil and gas assets where the lifting costs are at the lower end of the spectrum and hence are still able to make positive returns even at lower energy prices. Most of our activity is in the eastern hemisphere where the economic cycles have historically been less volatile than in the western hemisphere. Where possible we employ a flexible resourcing model so that we are able to adjust manning levels as activity changes. Each of our business units has different exposure and sensitivity to changes in energy prices. We operate a governance structure which aims to ensure that potential risks on contracts and projects are identified through review and challenge prior to execution. Our internal commercial and legal processes ensure that deviations to standard contracting principles must have the appropriate review and approval prior to commitment. This, together with robust contract assurance programmes and effective record retention, provides us with the ability to rigorously defend commercial claims as and when they arise. With the revenue of the business being largely generated in the UAE, Norway and UK, the changes to the level of tariffs between the US and other countries has not and is not expected to materially impact the Group.

Sustainability Reporting and Regulatory Developments

The Group continues to strengthen its sustainability governance and reporting framework in response to evolving stakeholder expectations; investor focus and regulatory developments. During 2025, the Group completed a Double Materiality Assessment (DMA) and a Climate Risk Assessment (CRA) with support from independent external advisers. These assessments have informed the Group’s ESG strategy, risk management processes and reporting priorities.

The Group’s reporting approach reflects alignment with internationally recognised sustainability reporting standards, including the Global Reporting Initiative (GRI), where relevant to the Group’s operations. These frameworks address environmental, social and governance topics including:

1. Environmental:

• Climate change mitigation and adaptation

• Emissions management and resource efficiency

• Pollution prevention and waste management

• Circular economy practices

2. Social:

• Workforce development and employee well-being

• Health and safety performance

• Human rights and community engagement

3. Governance:

• Ethical business conduct

• Anti-corruption and anti-bribery controls

• Board oversight and governance structures

The principle of double materiality has been incorporated into the Group’s ESG governance approach, considering both the impact of the Group’s activities on the environment and society and the potential impact of sustainability-related risks and opportunities on the Group’s financial performance and is embedded within the Group’s risk management and strategic planning processes.

Principal risks and uncertainties (continued)

The Group continues to monitor regulatory developments, including the EU Corporate Sustainability Reporting Directive (CSRD) and related standards, and will align future sustainability disclosures where applicable based on jurisdictional implementation, size thresholds, geographic revenue profile and regulated market status.

Health, Safety, Environment and Quality

The Group develops solutions for the safe and efficient transfer, storage and processing of drilling waste, slops and other associated materials generated from drilling operations. Our specialist teams ensure clients domestically and internationally meet and exceed the demands of local legislation whilst generating significant commercial, environmental and safety benefits. The Group maintains integrated management system certified to internationally recognised standards including ISO 9001 (Quality), ISO 14001 (Environment) and ISO 45001 (Occupational Health and Safety) and these systems are subject to periodic internal and external audit. These certifications support the Group’s structured approach to operational risk management, regulatory compliance and continuous improvement across all operating regions. The Group continually strives for exceptional execution which, to us, means setting the highest bar for safe and ethical delivery. We believe that maintaining an uncompromising focus on Health, Safety, Environment and Quality is imperative to sustainable success and that there is nothing so important that we cannot do this in a safe and ethical way. The Group will never compromise our efforts to protect our people, the environment, and the communities in which we live and work. The Group has a detailed checklist of issues and considerations that are reviewed before entry into new territories or business arrangements. This is used to assess the overall risk considering the economic benefits.

Competition

Competition remains a threat, both in terms of alternative methods of processing and directly competing technology. With regard to the former, thermal processing appears to be the primary solution of choice with regard to offshore processing and there does not appear to be any alternative gaining notable market share. Emerging trends in this area are constantly monitored in each of our key markets.

Employees

All of the services and operations which we perform require a diverse, highly skilled and well-trained work force to provide the front-line services, as well as to support the fundamental business processes and control mechanisms. Across the oil and gas industry generally there has been an aging of the workforce which has been compounded in recent years by the negative view of the oil and gas industry and a large reduction in the number of new recruits entering the sector. Continued access to a diverse pipeline of talent to be able to provide skilled staff and future management resources for the Group are critical.

Over the past few years, the Group has invested significantly in enhancing our processes and systems around human resources. We seek to provide our staff with a dynamic and supportive work environment and to remunerate them fairly in each of the markets in which we operate. Where employees have the appropriate skills, ability and desire to progress we have put in place the necessary management tools to help them pursue their career ambitions with TWMA Group. We have succession planning tools to assist in identifying and developing a diverse future talent pool and to help to ensure that we have the appropriate management resources to lead the Group in the future.

The safety of our employees and other people involved with or near our operations is the Group’s key priority. Focus on safe systems of work is an ongoing requirement for every employee which is emphasised by the maintenance and monitoring of training and competency matrices across all businesses.

Political, legal and cultural risks

As the Group increasingly works in new foreign territories political, legal and cultural risks will increase and vary. The Group has a detailed checklist of issues and considerations that are reviewed before entry into new territories. This is used to assess the overall risk in light of the potential economic benefits. Violation of anti-corruption laws may result in criminal and civil sanctions and could subject us to other liabilities in the UK, the US and elsewhere. Legislation in the areas of ethics, bribery and tax evasion continue to evolve and place increasing responsibility on businesses to behave to a very high standard supported by the appropriate processes, controls and other safeguards.

Principal risks and uncertainties (continued)

We have developed an ethics and compliance programme which is supported by policies and procedures designed to assist our compliance with applicable laws and regulations and have trained our employees to comply with such laws and regulations. We have enshrined business integrity as one of our Core Values and foster a compliance culture within our operations. We have put in place appropriate assurance processes to monitor compliance and seek to continuously improve our systems of internal controls and to remedy any weaknesses.

Customers/Contracts

Although many of our customers have historically been blue chip international oil companies, we also work for National Oil Companies, as well as independent operators. Because of the significant capital expenditure requirements for our clients to develop oil and gas assets, and the cyclical nature of commodity prices, some of our clients can become financially distressed. In some markets, particularly those where we may have a low level of activity or only a single operating unit, it can be difficult to consistently make acceptable levels of return. The Group continually monitors the performance of each contract and where necessary will seek to increase rates, reduce costs or to exit a country/contract if possible to minimise any potential financial exposure.

Financing

The Group had borrowings amounting to $68.5m at the year-end (2024 (as restated): $60.8m). The principal borrowing relates to a Nordic Bond amounting to $62.5m at fixed rate of 13% repayable on 8 February 2027. The Nordic Bond is subject to certain covenants within the bond agreement which the Group had to adhere to. These are measured each quarter. The Group regularly updates its forecasts and monitors it's cashflow carefully ensuring that it has significant visibility of being able to meet these covenants.

Subsequent to the year-end, the Group completed a re-financing of its existing facilities through the issue of a new 3 year $72m Nordic Bond (NB). Details of this re-finance are disclosed in the Strategic report on page 2.

The Group has entered into an Asset Financing Agreement for $2m to support the build of the Onshore Processing Facility in the UAE. This is repayable over 24 months, carries an interest rate of SOFR + 2.5% and is secured against those assets that have been financed. The Group also has in place a Nonrecourse Invoice Financing Facility for $10m at SOFR +2.5%. As at 31 December 2025,  $7.6m of this facility was being utilised.

Cyber security

Cyber security risk has been increasing over recent years due to the increasing prevalence of cyber-attacks around the world. The Group continues to implement and enhance our environment to minimise the potential of such an attack occurring. We engage with third parties to strengthen our IT environment both from a security point of view as well as business recovery planning. Additional security software was purchased and implemented as well as rolling out training to staff in this area. Our operations continue to be increasingly dependent upon various IT systems, especially with an increased number of employees working from home. Threats to IT systems associated with cyber security risks continue to grow and evolve including targeted attacks through viruses, malware, phishing as well as potentially by employees within our network.

An increased area of interest and risk is the requirement to make key rig control systems remotely accessible and therefore a potentially bigger target for malicious activities with larger impacts (e.g. financial, reputational, environmental and safety). The risks associated with cyber security include the loss of revenue, key back office systems, penalties for loss of sensitive personnel and customer data, as well as a potential loss or misappropriation of funds, damage to our reputation and potential for litigation.

No material cyber incident occurred during 2025, but the threat landscape remains dynamic and high-risk.

Section 172(1) statement

During the financial year, the Directors have complied with their duty to have regard to the matters in section 172 (1) (a)-(f) of the Companies Act 2006. The Directors believe they have acted in a way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole.

Stakeholder engagement

The Directors consider that the key stakeholders of the Group are those impacted by the inputs and outputs of the Group, specifically these are (in no particular order): customers, suppliers, employees, banks and financial institutions, government organisations and regulators. The Group, through the Directors, engages with each stakeholder at an appropriate level of detail and frequency, depending on their requirements and level of influence. The Directors use a variety of methods to do this, as described below.

Principal decisions are those that are material to the Group and also to the above stakeholder groups. During the financial year, the Group has taken a number of operational and strategic decisions which the Directors consider are for the benefit of the Group, with a view to promoting its long-term success and sustainability. Examples include the review and approval of capital investment decisions, the refinancing of the Group, entry into new markets for our RotoMill technology (including Norway and the US), and the preparation and review of the annual budget that underpins the Group’s long‑term strategy.

In order to consider the interests of employees in key decisions, regular contact and exchanges of information between Directors, managers and staff are maintained through a variety of channels. These mainly take the form of departmental meetings, the formation of project teams, internal and external training, workshops, seminars and performance appraisals.

The Group seeks to employ the best staff in each of its departments, from trading and operations through to finance and IT. Employees are integral to the success of the Company and performance is recognised accordingly.

See the employee section below in the Directors' report for further employee engagement details.

Engaging with suppliers, customers and others

During the financial year, the Directors have endeavoured to foster the Group’s mutually beneficial business relationships with suppliers, customers and others in a business relationship with the Group. This was achieved through positive interactions during meetings, written communication, telephone communications and site visits where necessary.

The Directors look to act fairly, taking into account the interests of all members at all times. The Group’s suppliers and customers are predominantly international oil and gas companies, financial institutions and other trading companies.

The Directors ensure that the Group acts responsibly, and in compliance with rules, when sourcing commodities from third-party suppliers.

The Group’s supply chains include multinational, regional, national and local suppliers. Suppliers are critical partners to the Group’s commitment to deliver value and to operate in a manner that is responsible, transparent and respects the human rights of all.

The Group has set out expectations for ethical business practices, safety and health, human rights and environment in supplier standards, which apply to all of the Group’s suppliers and which the Directors expect to incorporate into the Group’s supplier contracts. The Group undertakes due diligence of current and potential suppliers to understand their business practices. Please refer to the principal risks and uncertainties section of the Strategic report for further assessment of our impact on the community and environment.

The Group is committed to upholding high standards of business conduct, acting with integrity, transparency and respect in all interactions. These principles guide our engagement with stakeholders and underpin our governance and decision making processes.

The key assumptions used by the Group in calculating its base case forecast model were as follows:

• To date the Group’s operations in the UAE have not been significantly impacted by the US-Israel-Iran conflict and the forecast assumes no change to this assumption;

• Forecast RotoMill utilisation of 78% for H2 2026 and 83% for H1 2027 based on anticipated activity levels;

• Forecast Gross Margins for customers based on current contractual terms and future expectations;

• Increase to administrative expenses of 2.0% in line with business growth and inflationary pressures.

As at the end of March 2026, the Group had available liquidity of $7.4 million. At 31 December 2025, the Group had net current liabilities of $6.8 million (2024: net current assets of $8.0 million), while the Company had net current liabilities of $0.7 million (2024: $0.6 million). The Group’s net current liability position is an accounting outcome driven by the classification of certain liabilities and does not, of itself, represent a short term liquidity shortfall. The Directors manage the business by reference to forecast cash flows, available liquidity and compliance with covenant terms under the Group’s bond and SSRCF facilities which were improved through the recent refinancing. The Group’s budgets and forecasts demonstrate that, notwithstanding the reported net current liability position, the Group is expected to maintain sufficient liquidity headroom and remain in compliance with its covenant obligations for the foreseeable future, based on the assumptions described above.

In assessing the Group’s ability to continue as a going concern, the Directors have considered the Group’s current and forecast trading performance, projected cash flows, available liquidity, working capital requirements, and the potential impact of prevailing economic, operational and geopolitical risks. Notwithstanding the Group’s net current liability position, and as described above, the ongoing conflict involving the United States, Israel and Iran gives rise to a material uncertainty related to going concern, due to the potential impact on the Group’s operations and trading performance, particularly in the UAE, and the consequent risk to forecast EBITDA and covenant compliance. This material uncertainty may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern.

Nevertheless, the Directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future and, accordingly, the financial statements have been prepared on the going concern basis of accounting

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

The Directors present their Annual report and the audited Group and Company financial statements for the year ended 31 December 2025. The Group financial statements are prepared in accordance with United Kingdom adopted international accounting standards. The Company financial statements have been prepared under Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101).

The Directors of the Company who were in office during the year and up to the date of signature of the financial statements were as follows:

The Group operates in various geographical locations and as a result operates in a number of different currencies. Management monitor the mix of currencies and in 2025, assessed that the appropriate reporting currency for the Group should be USD as this is the predominant currency for the Group.

Group EBITDA for continuing operations for the year ended 31 December 2025 was $18.7m (2024: $18.6m) (see note 35). The consolidated loss for the financial year, after exceptional items and taxation, amounted to $4.8m (2024: $19.8m). Further details of the Group's performance for the year is detailed under the Strategic report.

The Board has established an ongoing process for identifying, evaluating and managing the principal financial risks faced by the Group. These have been disclosed on pages 4-​8 in the Strategic report.

No dividends were paid during the year (2024: $nil), and none are proposed to be paid as of the date of this report.

As part of our commitment to focusing on our core strengths and driving long-​term growth, the Group made the decision to exit the operations of our Solids Control business in the US. The Solids Control business has not met our performance expectations and has faced ongoing challenges in the market and following a Strategic review it was decided that exiting this business would allow us to reallocate resources to areas with greater potential for growth and profitability. As a result, the business has been classified as held for sale in 2024 and treated as a discontinued operation in the financial statements at 31 December 2024.

On 31 January 2025, the Group sold its entire shareholding in Dynamics Oilfield Services LLC ("Dynamics") to a company owned by a related party being the local Operations Manager of Dynamics who, at the date of disposal, held a position with responsibility for planning, directing and controlling the operations of Dynamics. The consideration paid by the Group to the buyer was $200k which was deemed to be a fair value for the net assets and liabilities of the disposed entity.

On 6 February 2025, the Company purchased 1,512 of its "C" Ordinary shares back from the same related party at a cost of $1.

(See “Employees” below). The board reaffirms its policy to recruit, develop and promote disabled persons on the basis of merit and ability. Where employees become disabled, the Group makes reasonable adjustments and provides retraining where appropriate.

Engagement with suppliers, customers and others

The Board recognises the importance of fostering business relationships with suppliers, customers and others. The Group maintains structured engagement through regular business reviews, contract performance meetings and supplier assessments. The impact of these relationships on the Group’s principal decisions is described in the Strategic Report, with linkage to the s172(1) statement.

During 2026, the Group will continue to focus on delivering strong operational and financial performance following the increased level of activity in the UAE and the relocation of the Group’s headquarters to the UAE. With activity in the UK North Sea reducing, the Group’s priority is the successful execution of its UAE contracts and the enhancement of EBITDA and cash generation. With only four RotoMills remaining to be deployed, the Group is actively pursuing global sales opportunities to redeploy its fleet and further increase utilisation. The Group remains focused on retaining key contracts, managing its cost base, and securing new work where commercially appropriate.

The broader market continues to be influenced not only by oil price movements but also by the increasing focus on climate change and the transition towards net zero carbon targets. The Group believes it is well positioned to support these objectives through the application of its RotoMill Thermal Technology, which enables both higher levels of waste recycling and a material reduction in carbon dioxide emissions in the treatment of drilling waste. The Group is progressing a number of business development opportunities in Norway, the UK, the UAE and other international markets. With its specialist expertise in drilling waste and its leading technology, the Group considers itself well placed to deliver profitable growth as global demand for environmentally responsible waste treatment solutions continues to increase.

The Group is committed to employment policies, which based on equal opportunities for all employees, irrespective of sex, race, colour, disability, marital status or other characteristics protected by law. The Group gives full and fair consideration to applications for employment for disabled persons, bearing in mind the aptitudes of the applicant concerned. Appropriate arrangements are made for the continued employment and training, career development and promotion of disabled persons employed by the Group. If members of staff become disabled, the Group continues employment, either in the same or an alternative position, with appropriate retraining being given if necessary. Training, career development and promotion of disabled persons are, as far as possible, identical to those of other employees.

The Group systematically provides employees with information on matters of concern to them, consulting them or their representatives regularly, so that their views can be taken into account when making decisions that are likely to affect their interests. This includes quarterly global Business Updates at which senior management present current issues affecting the business and employees are given the opportunity to ask questions during and after the meeting, including via an online Q&A forum. Employee involvement in the Group is encouraged, as achieving a common awareness on the part of all employees of the financial and economic factors affecting the Group plays a major role in achieving its objectives.

Streamlined Energy and Carbon Reporting

For the financial year, the Company has assessed its obligations under The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, including the position of the group headed by the Company. In considering the SECR requirements, the Company has assessed which group undertakings would otherwise fall within scope of the reporting requirements. For large unquoted companies and groups, SECR applies to energy consumed in the United Kingdom and the associated greenhouse gas emissions, and accordingly operations outside the United Kingdom are excluded from the relevant reporting boundary. On that basis, no SECR disclosures are required for the year, as group undertakings that would otherwise be relevant to the assessment either do not meet the size criteria for mandatory disclosure or qualify for the low energy user exemption on the basis that their energy consumption in the United Kingdom was 40,000 kWh or less during the reporting period. Accordingly, the SECR information otherwise required has not been disclosed in the Directors’ Report.

The Group is continuously looking at developing new and improved products with the aim of remaining competitive in the marketplace and providing clients with a high level of service. Our dedicated team is currently developing a product which will allow the processing of sludges offshore, thus reducing the amount to be brought back onshore for treatment and disposal.

Charitable and political donations

There were no charitable or political donations paid during the current or prior year.

Subsequent to the year-end, the Group completed a re-financing of its existing facilities through the issue of a new 3 year $72m Nordic Bond (NB). Details of this re-finance are disclosed in the Strategic report on page 2.

In addition to the above, it should be noted that over two thirds of the Group’s revenue and EBITDA is generated in the Middle East, predominantly in the UAE. During early 2026, geopolitical tensions involving the United States, Israel and Iran increased regional uncertainty. To date, these events have not materially impacted the Group’s operations or trading in the UAE. The situation continues to be monitored closely by management, given the potential for rapid change.

Corporate governance

The Group strives to maintain the highest standards in corporate governance and bases its actions on the principles of openness, integrity and accountability. See the 'Engagement with suppliers, customers and others' section of the Strategic report for further details.

Financial risk management

A list of the Group's financial risks and policies can be found within the Strategic report.

Director's insurance

The Group purchased and maintained Directors' and Officers' liability insurance throughout the financial year in respect of itself and its Directors.

Branches outside of the UK

The Group has a branch that operates in UAE under the subsidiary of TWMA Middle East Limited.

Certain information required to be disclosed in Directors' report is instead disclosed in the Strategic report, as permitted by Companies Act 2006; specifically in relation to financial instrument disclosures.true

Following a decision by the Board, Deloitte LLP ceased to hold office as auditor of the Company during the year. The Directors have appointed RSM UK Audit LLP (“RSM UK”) as auditor to the Company to audit the financial statements for the year ended 31 December 2025, in accordance with section 485 of the Companies Act 2006.

Each of the Directors has confirmed that, so far as they are aware, there is no relevant audit information of which RSM UK is unaware, and that they have taken all steps that ought to have been taken as Directors to make themselves aware of any relevant audit information and to ensure that RSM UK is aware of that information. This confirmation is given in accordance with section 418 of the Companies Act 2006.

A resolution to confirm the appointment of RSM UK Audit LLP as auditor will be proposed at the next Annual General Meeting in accordance with section 489 of the Companies Act 2006.

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

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 Group and Company financial statements for each financial year.  The Directors have elected under company law to prepare group financial statements in accordance with UK-adopted International Accounting Standards. The Directors have elected under company law to prepare the company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

The Group financial statements are required by law and UK-adopted International Accounting Standards to present fairly the financial position and performance of the group. The Companies Act 2006 provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation.

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 Group and the Company and of the profit or loss of the Group for that period. 

In preparing each of the Group and Company financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• for the Group financial statements, state whether they have been prepared in accordance with UK-adopted International Accounting Standards;

• for the Company financial statements state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the company financial statements; and

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

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006.  They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

We have audited the financial statements of BP Inv3 Topco Limited (the ‘parent company’) and its subsidiaries (the ‘Group’) for the year ended 31 December 2025 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK-adopted International Accounting Standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).

In our opinion:

• the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2025 and of the Group’s loss for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK-adopted International Accounting Standards;

• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• the financial statements 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 Group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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.

Material uncertainty related to going concern

We draw attention to note 2.2 in the financial statements, which indicates that the ongoing conflict involving the United States, Israel and Iran gives rise to a material uncertainty related to going concern, due to the potential impact on the Group’s operations and trading performance, particularly in the UAE, and the consequent risk to forecast EBITDA and covenant compliance. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2 indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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 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.

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.

In the light of the knowledge and understanding of the Group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company 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.

As explained more fully in the directors’ responsibilities statement set out on page 18, 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 Group’s and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

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.

The extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the Group audit engagement team and component auditors:

• obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the Group and parent company operates in and how the Group and parent company are complying with the legal and regulatory frameworks;

• inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

• discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are UK-adopted IAS / FRS101, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, and evaluating advice received from internal/external tax advisors.

The most significant laws and regulations that have an indirect impact on the financial statements are those in relation to Health & Safety, GDPR and employment law. We performed audit procedures to inquire of management and those charged with governance whether the Group is in compliance with these law and regulations.

Independent auditor’s report to the members of BP INV3 Topco Ltd (Continued)

The extent to which the audit was considered capable of detecting irregularities, including fraud (continued)
The Group audit engagement team identified the risk of management override of controls and risk of fraud in revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business.

All relevant laws and regulations identified at a Group level and areas susceptible to fraud that could have a material effect on the consolidated financial statements were communicated to component auditors. Any instances of non-compliance with laws and regulations identified and communicated by a component auditor were considered in our group audit approach.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://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.

The notes on pages 31 to 78 form an integral part of these financial statements.

The notes on pages 31 to 78 form an integral part of these financial statements.

As permitted by s408 Companies Act 2006, the Company has not presented its own income statement and related notes. The Company’s loss for the year was $79k (2024: $73k).

Non-current assets and disposal groups are classified as held for sale when:

• They are available for immediate sale;

• Management is committed to a plan to sell;

• It is unlikely that significant changes to the plan will be made or that the plan will be withdrawn;

• An active programme to locate a buyer has been initiated;

• The asset or disposal group is being marketed at a reasonable price in relation to its fair value; and

• A sale is expected to complete within 12 months from the date of classification.

Non-current assets and disposal groups classified as held for sale are measured at the lower of:

• Their carrying amount immediately prior to being classified as held for sale in accordance with the Group’s accounting policy; and

• Fair value less costs of disposal.

Following their classification as held for sale, non-current assets (including those in a disposal group) are not depreciated.

The results of operations disposed during the year are included in the consolidated statement of comprehensive income up to the date of disposal. A discontinued operation is a component of the Group’s business that represents a separate major line of business or geographical area of operations or is a subsidiary acquired exclusively with a view to resale, that has been disposed of, has been abandoned or that meets the criteria to be classified as held for sale.

Discontinued operations are presented in the consolidated statement of comprehensive income as a single line which comprises the post-tax profit or loss of the discontinued operation along with the post-tax gain or loss recognised on the re-measurement to fair value less costs to sell or on disposal of assets or disposal groups constituting discontinued operations.

The accounting policies set out below have, unless otherwise stated, been applied consistently to the current year and prior period presented in these financial statements.

The Company financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" (FRS 101). The financial statements have been prepared under the historical cost convention and in accordance with the Companies Act 2006.

The Company is a qualifying entity for the purpose of FRS 101 which sets out a reduced framework for a qualifying entity, as described in the Standard. The Standard addressed the financial reporting requirements and disclosure exemption in the individual financial statements of qualifying entities that otherwise apply the recognition, measurement and disclosure requirements of International Financial Reporting Standards (IFRS) as adopted in the United Kingdom.

The application of FRS 101 has enabled the Company to take advantage of certain disclosure exemptions that would have been required had the Company adopted IFRS in full. In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures:

• a cash flow statement and related notes;

• disclosures in respect of transactions with wholly owned subsidiaries;

• the effects of new but not yet effective IFRS's;

• disclosures in respect of the compensation of key management personnel;

• the disclosures required by IFRS 7 Financial Instrument disclosures; and

• the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers.

The Company has notified its shareholders in writing about, and they do not object to, the use of the disclosure exemptions used by the Company in these financial statements.

The financial statements of the Group and the Company are presented in United States Dollars (USD), except where otherwise indicated. The functional currency of the Company is sterling (GBP).

The Company's Directors have assessed the Group's and the Company's financial position for a period of 12 months from the date of approval of the financial statements.

Following the re-financing, as disclosed in the Strategic report, the forecast base case model prepared by the Group suggests that it will have sufficient headroom in respect of the leverage and liquidity covenant through the next 12 months. Whilst the Group is forecasting an increase in EBITDA and to pass all relevant covenants, the conflict between US/Israel and Iran has created a material uncertainty in respect of future trading in the UAE where over two thirds of the Group’s revenue and EBITDA is generated. To date the US/Israel and Iran conflict has not significantly impacted the Group’s operations or trading in the UAE. Any renewed instability could lead to delays in the delivery of equipment, spare parts and consumables; increased shipping and insurance costs; and constraints on the movement of personnel to critical operating sites. Disruption to client supply chains could result in revised drilling schedules or deferral of planned campaigns, which may negatively impact asset utilisation, revenue timing and operational efficiency. If a significant change in the forecast activity occurs, as a result of this conflict which impacts the forecasted EBITDA, then a covenant breach is possible which could result in the bond holders taking action to recall their debt.

The key assumptions used by the Group in calculating its base case forecast model were as follows:

• To date the Group’s operations in the UAE have not been significantly impacted by the US-Israel-Iran conflict and the forecast assumes no change to this assumption

• Forecast RotoMill utilisation of 78% for H2 2026 and 83% for H1 2027 based on anticipated activity levels

• Forecast Gross Margins for customers based on current contractual terms and future expectations

• Increase to administrative expenses of 2.0% in line with business growth and inflationary pressures

As at the end of March 2026, the Group had available liquidity of $7.4 million. At 31 December 2025, the Group had net current liabilities of $6.8 million (2024: net current assets of $8.0 million), while the Company had net current liabilities of $0.7 million (2024: $0.6 million). The Group’s net current liability position is an accounting outcome driven by the classification of certain liabilities and does not, of itself, represent a short‑term liquidity shortfall. The Directors manage the business by reference to forecast cash flows, available liquidity and compliance with covenant terms under the Group’s bond and SSRCF facilities which were improved through the recent refinancing. The Group’s budgets and forecasts demonstrate that, notwithstanding the reported net current liability position, the Group is expected to maintain sufficient liquidity headroom and remain in compliance with its covenant obligations for the foreseeable future, based on the assumptions described above.

In assessing the Group’s ability to continue as a going concern, the Directors have considered the Group’s current and forecast trading performance, projected cash flows, available liquidity, working capital requirements, and the potential impact of prevailing economic, operational and geopolitical risks. Notwithstanding the Group’s net current liability position, and as described above, the ongoing conflict involving the United States, Israel and Iran gives rise to a material uncertainty related to going concern, due to the potential impact on the Group’s operations and trading performance, particularly in the UAE, and the consequent risk to forecast EBITDA and covenant compliance. This material uncertainty may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern.

Nevertheless, the Directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future and, accordingly, the financial statements have been prepared on the going concern basis of accounting

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within 'administrative expenses'.

The results and financial position of all Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

1. assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

2. income and expenses for each income statement are translated at average exchange rates; and

3. all resulting exchange differences are recognised in other comprehensive income.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.

Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or service to a customer.

The Group recognises revenue from the following major sources:

Processing of source, typically offshore on a customer's rig, platform or drillship, and revenue generated from rental of people and equipment: The Group provides a service of processing of drilling waste, slops and other associated materials generated from drilling operations by providing people and equipment to the customer at a pre-determined rate for a number of days. Such services are recognised as a performance obligation satisfied over time. Revenue is recognised for these services based on the number of days on hire. Payment for these services is not due from the customer until the services are complete and therefore accrued revenue is recognised over the period in which the services are performed representing the entity's right to consideration for the services performed to date.

Onshore processing at fixed facility of customers drilling waste, and revenue is generated by tonnage processed: Drilling waste is filled into the drill cuttings bins using various equipment configurations depending on project-specific requirements. The bins are then transferred via boat from drilling rigs to a specialist onshore processing facility. Such services are recognised as a performance obligation satisfied over time. The transaction price allocated to these services is recognised as deferred revenue at the time of the initial sales transaction and is released based on the tonnage processed.

Sale of oil resulting from the above processes: For sales of oil from the above processes, revenue is recognised when control of the goods has transferred, being at the point the customer purchases the goods at the processing facility. At this point in time, the revenue is recognised by the Group as the right to consideration becomes unconditional, as only the passage of time is required before payment is due.

The Group enters into revenue contracts when there is a legally enforceable agreement that outlines the rights and obligations of both parties. Contracts must have commercial substance and be approved by all parties involved.

The transaction price is determined based on the amount of consideration the Group expects to be entitled to in exchange for transferring promised goods or services to the customer. This includes fixed and variable consideration, adjusted for any significant financing component.

Variable consideration includes rates based on utilisation of assets and personnel who directly operate on the project or contract for the customer. The estimated amount of variable consideration is included in the transaction price only to the extent that is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

Interest is recognised when incurred. It includes bank interest received as well as an interest recognised by the Parent Company, which relates to inter-company balances and is based on signed agreement rates.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired. If the total of consideration transferred, non-controlling interest recognised and previously held interest measured at fair value is less than the fair value of the net assets of the subsidiary acquired, in the case of a bargain purchase, the difference is recognised directly in the income statement.

Goodwill is initially recognised and measured as set out above. Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. On disposal of a cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

Intangible assets that have an indefinite useful life or intangible assets not ready to use are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). Prior impairments of non- financial assets (other than goodwill) are reviewed for possible reversal at each reporting date.

The Group classifies its financial assets in the following categories: at amortised cost, fair value through other comprehensive income, or fair value through profit or loss. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if expected to be settled within 12 months, otherwise they are classified as non-current.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Group's loans and receivables comprise 'trade and other receivables excluding prepayment’ and 'cash and cash equivalents’ in the statement of financial position.

Regular purchases and sales of financial assets are recognised on the trade-date: the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in the income statement. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective interest method.

Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss’ category are presented in the income statement within "Fair value (losses)/gains’ in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognised in the income statement as part of other income when the Group's right to receive payments is established.

Changes in the fair value of monetary and non-monetary securities classified as available for sale are recognised in other comprehensive income.

When securities classified as available for sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in the income statement as 'Gains and losses from investment securities’. Interest on available-for-sale securities calculated using the effective interest method is recognised in the income statement as part of finance income.

Dividends on available-for-sale equity instruments are recognised in the income statement as part of other income when the Group's right to receive payments is established.

In relation to the impairment of financial assets, IFRS 9 prescribes that an expected credit loss model should be used to measure the impairment of financial assets. The expected credit loss model requires the Group to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial assets recognised.

In particular, IFRS 9 requires the Group to measure the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses (ECL) if the credit risk on that financial instrument has increased significantly since initial recognition, or if the financial instrument is a purchased or originated credit-impaired financial asset. However, if the credit risk on a financial instrument has not increased significantly since initial recognition (except for a purchased or originated credit-impaired financial asset), the Group is required to measure the loss allowance for that financial instrument at an amount equal to 12-months ECL. IFRS 9 also requires a simplified approach for measuring the loss allowance at an amount equal to lifetime ECL for trade debtors and contract assets in certain circumstances.

The Group regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due.

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:

(a) significant financial difficulty of the issuer or the borrower;

(b) a breach of contract, such as a default or past due event;

(c) the lender(s) of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;

(d) it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or

(e) the disappearance of an active market for that financial asset because of financial difficulties.

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. Depreciation is provided to write off cost less the estimated residual value of property, plant and equipment by equal annual instalments over their estimated useful economic lives as follows:

Freehold land is not depreciated. Assets under construction are not depreciated until the asset is ready for use, and transferred to the appropriate asset category.

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset's carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within 'Administrative expenses' in the income statement.

Inventories are valued at the lower of cost and net realisable value. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads. Cost is calculated using the weighted average method. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

Development costs are initially capitalised within assets under construction upon determination that such costs will enhance the economic benefits of the Group's asset base in one or more of the following areas:

• Increasing the capacity, capability or marketability of an asset,

• Extending the useful economic life of an asset,

• Improving the quality of the asset's output, or

• Significantly reducing the operating costs of an asset.

Development costs include internally generated costs, such as labour, where this cost can be directly attributed to a project which enhances the economic benefits of an asset as described above. Development costs are transferred to depreciating assets when the assets to which the costs relate become available for use.

Research costs are expensed to the income statement as they are incurred.

Lease identification

At inception of a contract, the Group shall assess whether a contract is, or contains, a lease. A contract is, or contains, a Iease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Right of use asset (ROUA)

At the commencement date, the right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, less any incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the Group to dismantle and remove the underlying asset or restore the underlying asset or the site on which it is located.

The right of use asset is depreciated on a straight line basis over the shorter of the estimated useful life of the asset or the lease term. In addition, the right of use asset is periodically reduced by impairment losses, if applicable, and adjusted for certain remeasurements of the lease liability.

Lease liability

At the commencement date of the lease, the lease liability is initially measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid by the Group under residual value guarantees. The lease payments also include the exercise price of a purchase option if the Group is reasonably certain to exercise that option. Payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate the lease, are also included.

The lease liability is measured by increasing the carrying amount to reflect the interest on the lease liability and reducing the carrying amount to reflect the lease payments made. The carrying value is re-measured when there is a change in future lease payments arising from the effective date of a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option.

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to selected leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option and where it is not reasonably certain that the lease term will be extended. It also applies the low-value assets recognition exemption to leases of assets of low value based on the value of the asset when it is new, regardless of the age of the asset being leased. Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term.

Classification as debt or equity

Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.

Financial liabilities

Financial liabilities are classified as measured at amortised cost or fair value through profit or loss (FVPL). A financial liability is classified as at FVPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss.

The Group’s Sustainability Linked Nordic Bond (SLB) is accounted for as a hybrid instrument with a non-derivative host contract and an embedded derivative. The embedded derivative relates to the early repayment option within the bond, therefore potentially causing some of the cashflows of the instrument to vary according to interest rates. At inception, the host debt contract was measured at the issue price adjusted for a proportion of the transaction costs and the inception fair value of the embedded derivative. The host debt contract is subsequently measured at amortised cost. The embedded derivative is measured at fair value using a Monte Carlo simulation to estimate the risk free rate at potential exercise dates, to which a credit spread is then applied to determine expected future interest rates. This is then applied to future potential cash flows which would occur on a refinancing due to early repayment and compared to the present value of the future cash flows of the SNB. A probability weighting is then applied to various scenarios to determine the fair value of the derivative. This is a Level 3 fair value measurement. Gains or losses on the remeasurement of the fair value of the embedded derivative are recognised through the profit or loss.

Further details on the SLB are discussed in note 24.

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

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

The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Tax losses are surrendered or claimed in the form of Group relief with consideration being received or paid accordingly. The Group relief amount is recorded separately within the receivables and payables amounts in the balance sheet as applicable, and is calculated by applying the tax rate enacted or substantially enacted at the balance sheet date to the income statement amount.

The Company operates a defined contribution pension scheme and the pension charge represents the amounts payable by the Company to the funds in respect of the year. Assets are held in a separately administered scheme.

The appropriate treatment of share capital as debt or equity is considered by assessing the rights attached to the shares. Where dividends are paid on equity shares, the amounts are transferred directly from reserves and disclosed only in the note to the financial statements.

Provisions are recognised where the Directors consider a legal or constructive obligation exists, it is probable that a transfer of economic benefits will be required to settle the obligations and a reliable estimate of the obligation can be made. Where amounts provided are payable after more than one year, the estimated liability is discounted using an appropriate discount rate. Where the outcome is less than probable, but more than remote, no provision is recorded but a contingent liability is disclosed in the financial statements, if material. The recording of provisions is an area which requires the exercise of management judgement relating to the nature, timing and probability of the liability and typically the Group's balance sheet includes provisions for doubtful debts, warranty provisions, contract provisions (including onerous contracts) and pending legal issues.

Exceptional items

Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the underlying financial performance of the Group. They are material items of income or expense that have been shown separately due to the significance of their nature or amount. Items that are material either because of their size or nature, are presented as non-recurring items, within their relevant income statements category and disclosed separately in the notes to the financial statements. The separate reporting of non-recurring items helps in the understanding of the Group's underlying performance.

Fair value measurement

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. The fair value measurement of the Group’s financial and non-financial assets and liabilities utilises market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the ‘fair value hierarchy’):

Level 1: Quoted prices in active markets for identical items (unadjusted)

Level 2: Observable direct or indirect inputs other than Level 1 inputs

Level 3: Unobservable inputs (i.e. not derived from market data)

The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. The Group measures the following financial instruments at fair value, all considered to be Level 3 measurements: Derivative element of the Sustainability Linked Nordic Bond (note 24).

A description of the valuation technique and a reconciliation of the opening and closing values is provided in the respective notes listed above.

New and amended standards adopted by the Group

The following standards and amendments became effective for annual periods beginning on or after 1 January 2025.

• Lack of exchangeability - Amendments to IAS 21.

The amendment listed above did not have any impact on the amounts recognised in prior or current year.

New standards, amendments and interpretations not yet adopted

A number of new standards are effective for annual periods beginning after 1 January 2026 and earlier application is permitted, however, the Group has not early adopted the new or amended standards in preparing these consolidated financial statements.

The following new and amended standards are not expected to have a significant impact on the Group's financial statements.

• Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7

• Contract Referencing Nature-dependent Electricity - Amendments to IFRS 9 and IFRS 7

• Translation to a Hyperinflationary Presentation Currency - Amendment to IAS 21

• Presentation and Disclosure in Financial Statements - Amendment to IFRS 18; and

• Subsidiaries without Public Accountability Disclosures - Amendment to IFRS 19.

In the application of the Group’s accounting policies, described in note 2, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities and recognised amounts of income and expenses 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.

The following are the critical judgements, apart from those involving estimates, (which are dealt with separately below), that the Directors have made in the process of applying the Group and Company's accounting policies and that have the most significant effect on the amounts recognised in financial statements.

Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the underlying financial performance of the Group. They are material items of income or expense that have been shown separately due to the significance of their nature or amount. Items that are material either because of their size or nature, are presented as non-recurring items, within their relevant income statements category or disclosed separately in the notes to the financial statements. There is a level of judgment involved as to whether the expenses are classified as non- recurring due to their size or nature. See note 13 for further details.

Exceptional items are Group related and the Company did not incur any exceptional costs during the period.

The Group has entered into a non recourse invoice financing facility under which certain trade receivables are sold to a third party finance provider. Determining whether the transfer of these receivables qualifies for derecognition under IFRS 9 requires significant judgement.

In making this assessment, management considered whether substantially all of the risks and rewards of ownership of the receivables had been transferred, including exposure to debtor credit risk, late payment and dilution risks, as well as whether the Group retains control or any continuing involvement in the receivables. The facility is non recourse and the Group is not required to compensate the finance provider for customer default, disputes or non payment, nor does it retain rights to reclaim or substitute the receivables sold.

Although the Group continues to administer collections on the receivables in exchange for a standard servicing fee, this does not expose the Group to variability in cash flows beyond normal servicing arrangements. Management therefore concluded that substantially all risks and rewards have been transferred and that the Group does not retain control over the receivables.

Accordingly, receivables sold under the facility are derecognised from the balance sheet and the proceeds received are not recognised as borrowings.

Goodwill is tested annually for impairment as part of a cash-generating unit (“CGU”). The test considers future cash flow projections of the CGU, the value in use assessment is based on future cashflow forecasts that are estimate and are subjected to higher estimation uncertainty.

Where the discounted cash flows are less than the carrying value of the CGU, an impairment charge is recognised for the difference. Further analysis of the estimates, judgements and sensitivities in the estimates are disclosed in note 15.

Management has exercised judgement in identifying and accounting for the embedded derivative arising from the early repayment options in the sustainability linked bond. The prepayment features were assessed as not being closely related to the host debt contract and have therefore been separated and measured at fair value through profit or loss.

The embedded derivative is classified as a Level 3 fair value measurement due to the use of unobservable inputs. Fair value is determined using a probability weighted present value model, incorporating assumptions about future refinancing rates, credit spreads and risk free rate drift. These assumptions require significant estimation, and changes in them could materially impact the valuation of the derivative. For further details see note 24. At the year end the fair value of exercising the call option was $2.0m compared with a cash payment of $2.5m above face value of the bonds.

The Group makes provision for anticipated tax consequences based on the likelihood of whether additional taxes may arise. The Group recognises deferred tax assets to the extent to which it expects to be able to utilise the balances against future taxable profits. A deferred tax asset amounting to $16.3m (2024: $21.6m) in respect of fixed asset timing differences, non-trade losses and overseas losses, which were incurred in loss making countries, have not been recognised due to uncertainty over the extent and timing of future profits in the jurisdictions where the losses arose as at 31 December 2025.

During the year ended 31 December 2025, the Group identified a prior period classification error relating to accrued loan note interest within TWMA Group Limited. Following the acquisition of TWMA Group Limited by BP Inv3 Bidco Limited in May 2017, accrued loan note interest that had previously been owed to external lenders should thereafter have been reflected as an intragroup balance. However, while the related interest expense continued to be correctly recognised in profit or loss, the corresponding balance continued to be presented as third-party borrowings rather than as an intercompany balance. In addition, the corresponding intercompany receivable and related investment adjustment were not reflected at the relevant entity level.

The matter is a prior period error within the scope of IAS 8 because the comparative financial statements did not reflect the correct balance sheet presentation of these amounts. The error has therefore been corrected by restating the comparative information retrospectively. The correction does not represent a change in accounting policy or estimate.

The correction affects balance sheet classification only and has no impact on profit or loss, cash flows, or total equity / net assets in any period.

Impact of restatement on the comparative statement of financial position as at 31 December 2024

Impact on the comparative notes

The prior period restatement is reflected in the comparative information presented in the following notes, each of which is marked “As Restated” where applicable:

• Note 15 – Goodwill

• Note 24 – Borrowings

• Note 34 – Financial risk management

• Note 36 – Changes in liabilities

The impact on the opening position in the comparative period is as described above.

No impact on profit, cash flows or equity

The prior period restatement has no effect on:

• profit or loss in any period;

• basic or diluted earnings per share, if presented;

• cash flows;

• total Group equity / net assets; or

• parent entity only financial statements.

The Group's revenue primarily arises from the provision of drilling waste management and disposal services to the oil and gas industry. Revenue is mainly recognised from the provision of services. Geographical analysis of the Group's revenue is shown below. The geographical analysis is based on revenue by destination.

Revenue recognised in the year that was included in the deferred revenue balance at the beginning of the year was $1,882k (2024: $128k).

The Company did not incur any employee staff costs for the year ended 31 December 2025 (2024: $nil). There were no employees employed by the Company during either year.

The Group operates defined contribution pension schemes for eligible employees. Pension costs charged in the year amounted to $1.4m (2024: $1.1m). Contributions payable to the fund which were outstanding as at 31 December 2025 were £0.1m (2024: $0.1m).

The average monthly number of persons (including Directors) employed by the Group during the year was as follows:

During the year, retirement benefits were accruing to one (2024: one) Director in respect of defined contribution pension schemes.

The remuneration of the highest paid Director was $612k (2024: $503k). Pension contributions of $15k (2024: $34k) were paid in respect of the highest paid Director.

a) Reorganisational costs - incurred in relation to employee settlement payments due to a reorganisation of the UK head office.

b) Licence termination fees - during the prior year, the Group entered into an agreement to terminate two licences relating to a master user licence and master manufacturing licence that had previously been classified as Intangible assets.

c) Financing termination fees - following the re-financing and repayment of the existing debt a termination payment was payable to a previous lender.

d) All other exceptional costs.

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

A deferred tax asset of $20.6m (2024: $21.6m), relating to excess interest restriction capacity, non-trade losses and oversee losses, which were incurred in loss making countries, have not been recognised at current or prior year. This asset has not been recognised in the prior year due to uncertainty of future profits.

The rate of UK Corporation tax for the year ended 31 December 2025 was 25% (2024: 25%). The Finance Act 2021 included an increase in the UK corporation tax rate to 25% with effect from 1 April 2023.

The Group is not in scope of Pillar 2 framework requirements.

The rate of Corporation tax for the United Arab Emirates Branch is 9% (2024: 9%).

The Group tests goodwill annually for impairment or more frequently if there are indications that it might be impaired. The current year’s annual assessment concluded that no impairment charge is required for 2025. An $8.1m impairment charge was booked in 2024 in respect of goodwill in CGU 2 - Dynamic Oilfield Services LLC, as a result of the lower land rig count in the US and subsequent downturn in the Solids Control market. Dynamic Oilfield Services LLC was sold on 31 January 2025.

The recoverable amounts are determined from value in use calculations. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected future cash flows.

The Directors believe that the carrying value of the investments is supported by their underlying net assets.

Details of the subsidiary undertakings at 31 December 2025 are as follows:

All shares are held by subsidiary undertakings other than BP Inv3 Holdco Limited. The nature of the business of all subsidiaries is waste management and disposal and the Company has invested in Ordinary shares in all cases. TWMA Group Limited, BP Inv3 Holdco Limited, BP Inv3 Midco Limited, BP Inv3 Bidco Limited and BP Inv3 US Bidco LLC are intermediate holding companies. All the above subsidiaries are consolidated in these financial statements.

TWMA Group Limited (SC205718), Total Waste Management International Limited (SC212585), BP Inv3 Bidco Limited (10705096) and BP Inv3 Midco Limited (10704670) are exempt from the audit requirement of the UK Companies Act 2006 by virtue of s479A of that act.

In the prior year, TWMA Finance AS acquired 100% of issued share capital of BP Inv3 Midco Ltd via share-for-share exchange. Prior to transaction both, BP Inv3 Midco Ltd and TWMA Finance AS, were fully owned by BP Inv3 Holdco Ltd, a direct subsidiary of the Company. The reorganisation was undertaken to secure financing from Norwegian lenders and investors. The transaction qualifies for merger accounting under the Companies Act 2006 because it involves entities under common control. The transaction had nil impact on the consolidated financial statements - the assets and liabilities were transferred at their carrying amounts.

Inventories consist of consumables and spares parts used in the operation of the Group's equipment and for the provision of services. Inventories are not held for re-sale. Inventory of $2.1m (2024: $2.1m) was recognised as an expense during the year.

The Company had no inventories at 31 December 2025 or 31 December 2024.

The Company had no trade and other receivables at 31 December 2025 or 31 December 2024.

Trade and other receivables that are neither past due nor impaired are expected to be fully recovered as there is no recent history of default or any indications that the debtors will not meet their payment obligations.

Trade and other receivables that are past due and not impaired are expected to be settled with no material financial risk.

The Group also has in place a Nonrecourse Invoice Financing Facility for $10m with an interest rate of SOFR +2.5%. As at 31st December 2025, $7.6m was utilised.

Receivables are considered past due when they become older than 30 days or longer in cases where specific credit terms have been agreed. The ageing of those trade receivables past due is as follows:

The fair values of trade and other receivables are as per the analysis in the table above.

All of these balances relate to customers for whom there is no recent history of default.

The average credit period on sales of goods is 73 days (2024: 83 days). No interest is charged on outstanding trade receivables.

The Group always measures the loss allowance for trade receivables at an amount equal to lifetime ECL. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor's current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

There has been no change in the estimation techniques or significant assumptions made during the current reporting period.

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or when the trade receivables are over two years past due, whichever occurs earlier. None of the trade receivables that have been written off is subject to enforcement activities.

The following table details the risk profile of trade receivables based on the Group's provision matrix. As the Group's historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished between the Group's different customer segments.

The expected credit loss allowance has decreased from $42k in 2024 to $nil for the year ended 31 December 2025. The following table shows the movement in lifetime ECL that has been recognised for trade receivables in accordance with the simplified approach set out in IFRS 9. ECLs are based on forward looking assumptions.

Foreign withholding tax represents tax payable on intercompany services between Total Waste Management Alliance Limited and TWMA Egypt for Oilfield Services.

Trade payables represent amounts payable for the supply of goods and provision of services. The average creditors days turnover for payment for services and supplies delivered is 60 days (2024: 60 days). No Interest is charged on outstanding balances.

Amounts owed to related parties are repayable on demand and attract interest at market rates.

The Group's exposure to foreign risk and liquidity risks is disclosed in note 34 (Financial risk management).

Bank loans

The lender of the revolving credit facility is HSBC Bank Plc. The revolving credit facility is for $10m, of which $4m is allocated for trade guarantee purposes and $3m remains undrawn. The Group pays interest at SOFR +4.5%.

Asset finance

The Group has entered into an Asset Financing Agreement for $2m to support the Onshore Processing Facility in the UAE. This is repayable over 24 months, carries an interest rate of SONIA + 2.5% and is secured against those assets that have been financed

Bonds

On 8 February 2024, TWMA Finance AS, a subsidiary of the Company issued a senior secured callable $90m sustainability-linked bond (SLB), with an initial bond issue of $62.5m. The bond carries a fixed coupon rate of 13% and matures on 8 February 2027. Interest on the bond is payable semi-annually on 8th February and 8th August each year.

The SLB is linked to specific sustainability performance targets, which require meeting of 3 KPI’s over the 3 year period. If the Group fails to meet the agreed sustainability targets, the Sustainability-Linked Redemption Premium will be payable, which, at most, can amount to 0.5% of the nominal amount under the Bonds. At the inception of the loan and at the year end, it is anticipated that the performance targets will be met.

The SLB has early repayment options which can be exercised by the Group. As the value of this early repayment option varies with interest rates it is considered an embedded derivative and has been separately valued. The early repayment options include a makewhole payment before August 2025 and after that are based on a percentage uplift to the nominal value which reduces over time and interest due up to the repayment date.

Bonds are carried at amortised cost. Transaction costs of $3.4m were incurred in the prior year as a result of issuing the bond, they were deducted from the debt and included in the effective interest rate.

The embedded derivative element of the SLB has been valued using a probability-weighted present value of the anticipated cash flows arising on a future exercise of the prepayment option compared to the present value of the future cash flows of the SLB. The future borrowing rates on a potential refinancing have been estimated using a Monte Carlo simulation to calculate risk free rates at different potential exercise points, to this a credit spread has been added giving the future borrowing rate. This falls under level 3 of the fair value hierarchy.

Significant assumptions used in the fair value analysis include the credit spread, and risk free rate drift factor. The credit spread used at the year end was 9.05% (2024: 5.4%) and risk free rate drift of (19.88)% (2024: 6.14%). An increase to the credit spread of 1.5% would result in the fair value of the derivative being $(4.1)m (2024: $nil). A corresponding decrease to the credit spread of 1.5% would result in the fair value of the derivative increasing to $90k (2024: $2.4m). An increase to the drift factor of 50% would result in the fair value of the derivative decreasing to $(2.3)m (2024: $0.2m). A corresponding decrease to the drift factor would result in the fair value of the derivative increasing to $(1.8)m (2024: $1.6m).

Transaction costs of $3,435k have been apportioned between the derivative asset and debt liability according to the relative inception values. This has resulted in $38k of transaction costs being recognised as an expense in the prior year, with $3,397k being allocated against the carrying value of the debt liability at inception. Of the $3,397k a balance of $1,248k (2024: $2,381k) remains allocated against the carrying value of the debt.

Comparative information has been restated. See Note 5 – Prior period restatement.

During the year, the Group corrected a prior period classification error relating to historic accrued loan note interest. As part of the retrospective restatement of comparative information, amounts previously presented within borrowings have been reclassified to reflect their correct presentation following the acquisition of TWMA Group Limited by BP Inv3 Bidco Limited. The restatement affects classification only and has no impact on profit or loss, cash flows or total equity. Comparative amounts are therefore presented as restated.

As a lessee, the Group leases several assets including land and buildings and plant and machinery. The information about leases for which the Group is a lessee is presented below.

The Group does not face a significant liquidity risk with regard to its lease liabilities. Lease liabilities are monitored within the Group's treasury function.

A deferred tax asset of $20.6m (2024: $21.6m), relating to fixed asset timing differences, non-trade losses and overseas losses, has not been recognised at current or prior year. This asset has not been recognised in the prior year due to uncertainty of future profits.

On 6 February 2025, the Company purchased 1,512 of its "C" Ordinary shares back at a cost of $1, following the sale of Dynamic Oilfield Services LLC.

The movement in foreign currency translation reserve relates to the revaluation of non-cash balance sheet transactions. These are stated net of tax effects.

The share premium reserve contains the premium arising on issue of equity shares, net of issue expenses.

The accumulated losses represent cumulative profits or losses net of dividends paid and other adjustments.

The Company has taken advantage of the exemption contained within section 408 of the Companies Act 2006 not to present its own income statement. The profit/loss for the year dealt with in the financial statements of the Company was $79k loss (2024: $73k loss).

Subsequent to the year-end, the Group completed a re-financing of its existing facilities through the issue of a new 3 year $72m Nordic Bond (NB). This process was completed on 10 February 2026. The proceeds from the NB were used to repay the existing Nordic Bond amounting to $62.5m, to fund the call option of $2.5m and fees associated with the bond process of $2.7m. In addition, the Group has successfully agreed and entered into a new Super Senior Revolving Credit Facility (SSRCF) for $12m, which is available for working capital purposes and guarantee facilities. As at 10 February 2026, $8.6m was available for working capital purposes and $3.4m was utilised for guarantee facilities.

The Nordic Bond is not repayable until 10 February 2029 and has an interest rate of 12.25%. The Nordic Bond and SSRCF contain certain covenants relating to leverage and liquidity that are required to be met at each quarterly test date, being 31 March, 30 June, 30 September and 31 December. The Bond was listed on the Nordic ABM on the 5 March 2026.

In addition to the above, it should be noted that over two thirds of the Group’s revenue and EBITDA is generated in the Middle East, predominantly in the UAE. During early 2026, geopolitical tensions involving the United States, Israel and Iran increased regional uncertainty. To date, these events have not materially impacted the Group’s operations or trading in the UAE. The situation continues to be monitored closely by management, given the potential for rapid change.

There are no other material events that have occurred subsequently to the balance sheet date to the date of approval of these financial statements that affect the reported financial position at 31 December 2025.

Buckthorn Partners LLP are the current owners of the Group. Representatives of Buckthorn Partners LLP attend Board meetings on behalf of the Group's ultimate controlling party, BP Inv3 LP. Transactions with related parties do not accrue any interest and are repayable on demand.

Key management compensation

Key management is defined as attendees of the Group's Board meetings, including Directors of the Company. The compensation paid to key management for employee services is shown below:

At the year end the ultimate parent undertaking and controlling party of BP Inv3 Topco Ltd was BP Inv3 LP, a partnership incorporated in Jersey, with a registered address of 26 New Street, St Helier, Jersey, JE2 3RA. The majority of BP Inv3 LP is owned by Buckthorn Partners LLP, which in turn is controlled by its general partner Buckthorn Jersey (GP) Limited. BP Inv3 Topco Ltd is the only Parent Company to prepare consolidated Group accounts.

The consolidated financial statements of the BP Inv3 Topco Ltd are available for public viewing on the Companies House website.