The Directors present their Strategic report on BP Inv3 Holdco Ltd (‘the Company’) for the year ended 31 December 2025.
The principal risks and uncertainties relating to the Company are managed at the Group level and are discussed in the Group's annual report and financial statements which also provides further details to the context of the Group as a whole.
The Board has delegated day to day management of key risks to the key senior managers of the Company. These managers meet with the Board on a quarterly basis to assess current risks and review mitigating actions.
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 Group operates in an overseas market and is therefore exposed to exchange rate fluctuations. The revenues and costs of the Company are largely denominated in its own or common currencies, therefore there is an element of natural hedge on the foreign exchange risks.
Further disclosure in the context of the Group as a whole, is provided within the Directors’ report of the Group’s annual report, which does not form part of this report.
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 of BP Inv3 Topco Ltd.
The Company is a holding company and does not carry on trading activities. As such, the directors do not consider that these Group KPIs are directly applicable to the assessment of the Company’s performance.
The Directors have acted in a way that they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006.
The Company is a non-trading intermediate holding company within the BP Inv3 Topco Ltd group. Its principal activity is to hold investments in subsidiary undertakings. The Company has no employees, no external customers and no external trading suppliers. Accordingly, the Directors consider that the stakeholders most relevant to the Company are its shareholder, its subsidiary undertakings, the wider Group’s lenders and security providers insofar as the Company is party to, or affected by, Group financing and security arrangements, regulatory authorities, auditors and professional advisers.
In discharging their duties during the year, the Directors considered the long-term consequences of decisions for the Company, principally in the context of preserving the value of the Company’s investment in subsidiary undertakings, supporting the wider Group’s strategy and financing arrangements, and ensuring that the Company continues to comply with its statutory and regulatory obligations.
The Company’s activities and principal decisions are closely linked to those of the wider TWMA Group, headed by BP Inv3 Topco Ltd. The Directors therefore had regard to the wider Group’s strategy, financial position, going concern assessment, refinancing activities and principal risks when making decisions relevant to the Company. Further information on the Group’s stakeholder engagement, principal decisions and business review is set out in the strategic report of BP Inv3 Topco Ltd.
During the year and up to the date of approval of these financial statements, the principal matters considered by the Directors in relation to the Company included:
the approval of the Company’s annual report and financial statements;
the assessment of the carrying value of the Company’s investment in subsidiary undertakings;
consideration of the Company’s going concern position, including its dependence on the wider Group’s going concern assessment;
consideration of the impact of the Group refinancing completed subsequent to the year end, including any implications for the Company as an intermediate holding company within the Group structure; and
ensuring that the Company met its legal, regulatory and filing obligations.
The Directors are mindful of the need to maintain a reputation for high standards of business conduct and to act fairly between the Company’s members. Given the Company’s wholly owned status, engagement with the shareholder is undertaken through the common governance processes of the wider Group. The Directors also considered the interests of subsidiary undertakings through their oversight of the Company’s investment and through consideration of the wider Group’s financial position and strategy.
As the Company has no employees and does not itself undertake trading operations, the Directors consider that the direct impact of the Company’s own activities on employees, customers, suppliers, the community and the environment is limited. These matters are, however, considered at Group level by BP Inv3 Topco Ltd, whose annual report includes further detail on the Group’s employees, environmental matters, stakeholder engagement and principal risks. The Directors have had regard to those Group-level matters to the extent that they are relevant to the Company’s position as an intermediate holding company.
The Company is a non-trading intermediate holding company within the BP Inv3 Topco Ltd group. Its principal asset is its investment in subsidiary undertakings and it has no external trading activities, no external customers and no external borrowings recognised in its statement of financial position at 31 December 2025. The financial risks directly relevant to the Company therefore principally relate to the carrying value of its investment, its dependence on the wider Group’s financing and liquidity position, and any obligations or exposures arising from Group financing and security arrangements.
The Directors assess these risks by reference to the financial performance, forecast cash flows, liquidity, covenant compliance and going concern assessment of the wider Group. The Company’s exposure to liquidity, interest rate, credit and foreign currency risk is principally indirect and arises through its investment in subsidiary undertakings and its position within the Group. These risks are managed centrally by Group management and the Board.
Further information on the Group’s financial risk management framework, including its management of foreign currency risk, credit risk, liquidity risk and interest rate risk, is set out in the annual report and financial statements of BP Inv3 Topco Ltd. Further details of the share pledge granted by the Company as part of the Group’s financing arrangements are included in note 8 to these financial statements.
The Company's Directors have assessed the Company's financial position for a period of not less than 12 months from the date of approval of the full year results. The Company is dependent on the going concern assessment of its parent company, BP Inv3 Topco Ltd.
Following re-financing, 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 assets of £nil (2024: £nil ). 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 authorised for issue by the Board of Directors and was signed on its behalf.
The Directors present their annual report and financial statements for the year ended 31 December 2025.
The Company’s profit after tax for the year ended 31 December 2025 was £nil (2024: £nil).
No dividends were paid during the current & the prior year, and none are proposed to be paid (2024: £nil).
The Directors of the Company who were in office during the year and up to the date of signing of the financial statements were:
The Group purchased and maintained Directors’ and Officers’ liability insurance throughout the financial year in respect of itself and its Directors as well as Directors of its parent company and fellow subsidiaries.
The subsequent events at the Group level are also applicable at the Company level. Details of the Group subsequent events are noted below.
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.
The future developments at the Group level are the same at the Company level. Details of the Group future developments are set out below.
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 Company recognises the importance of its environmental responsibilities. As the principal activities of the Company are as a holding company of the business that perform waste disposal services the Directors are aware of the need to comply with environmental regulations, and are subject to regular visits by Environmental Protection Agencies.
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 auditor, RSM UK Audit LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
A list of the Company’s financial risks and policies can be found within the Strategic report.
We have audited the financial statements of BP Inv3 Holdco Ltd (the 'company') for the year ended 31 December 2025 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Material uncertainty related to going concern
We draw attention to note 1.2 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 1.2, these events or conditions, along with the other matters as set forth in note 1.2 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.
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 audit engagement team:
obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;
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 audit engagement team identified the risk of management override of controls as the area 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.
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 Company has not traded during the year to 31 December 2025 or 31 December 2024. The Company received no income and incurred no expenditure and therefore made neither a profit nor a loss.
The Company is a private company, limited by shares, and is incorporated and registered in England and Wales. The Company's immediate and ultimate parent company is BP Inv3 Topco Ltd. The address of the Company’s registered office is International House, 36-38 Cornhill, London, England, EC3V 3NG.
The principal activities of the Company are set out in the Strategic report.
These financial statements are presented in Pounds sterling (£) and are rounded to the nearest £‘000.
The Company is exempt by virtue of s400 of the Companies Act 2006 from the requirement to prepare group financial statements as it is a wholly owned subsidiary. The results of the Company are included in the consolidated financial statements of the ultimate parent company (Note 12) which are publicly available from Companies House, Crown Way, Cardiff, CF14 3UZ.
Investments held as non-current assets are shown at cost less provision for impairment.
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.
There have been no other key sources of estimation uncertainty within the Company, during the year.
The Company did not employ any staff during the current or prior year.
The Directors do not perform any qualifying services to the Company, therefore their emoluments are £nil (2024: £nil).
Audit fees for the Company for the period were £4.1k (2024: £4k). These have been paid by another group company and relates to the audit of the financial statements. Fees payable to RSM UK Audit LLP and their associates for non-audit services to the Company are not required to be disclosed because the consolidated financial statements of the parent company are required to disclose these fees on a consolidated basis.
The net book value as at 31 December 2025 and 31 December 2024 is equal to cost. The Directors believe that the carrying value of the investments is supported by their underlying net assets.
Details of the Company’s subsidiary undertakings are shown in the table below. The nature of business of trading subsidiaries is waste management and disposal and the Company has invested in Ordinary shares in all cases. TWMA Group Limited, BP Inv3 Midco Limited, BP Inv3 Bidco Limited and BP Inv3 US Bidco LLC are intermediate holding companies.
Registered office addresses (all UK unless otherwise indicated):
Subsidiary undertakings have not been consolidated by the Company as permitted by s400 of the Companies Act 2006 as they are consolidated in the financial statements of BP Inv3 Topco Ltd, the Company’s ultimate parent entity. The consolidated financial statements are publicly available from Companies House, Crown Way, Cardiff, CF14 3UZ.
The Company has one class of ordinary shares, each share has full rights in the Company with respect to voting, dividends and distributions.
As part of the Group's re-financing through the issue of a Sustainability Linked Nordic Bond, on 9 February 2024 the Company entered into a Share Pledge Agreement with Nordic Trustee AS and granted to them a first priority pledge over all the existing shares, including the right to receive all dividends.
The retained earnings represent cumulative profits or losses net of dividends paid and other adjustments.
The subsequent events at the Group level are also applicable at the Company level. Details of the Group subsequent events are noted below.
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.
The Company is using the exemption under FRS 101 (paragraph 8K) to not disclose the related party transactions between member companies within the Group. There are no material related party transactions, except those with member companies within the Group.