Company registration number SC067091 (Scotland)
TWMA MIDDLE EAST LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
TWMA MIDDLE EAST LIMITED
COMPANY INFORMATION
Directors
H Aslaksen
J A Connolly
M J Walker
Secretary
S M J Mackie
Company number
SC067091
Registered office
Blackwood House
Union Grove Lane
Aberdeen
United Kingdom
AB10 6XU
Independent Auditor
RSM UK Audit LLP
4th Floor, The Capitol
431 Union Street
Aberdeen
AB11 6DA
Solicitors
Blackwood Partners LLP
Blackwood House
Union Grove Lane
Aberdeen
United Kingdom
AB10 6XU
TWMA MIDDLE EAST LIMITED
CONTENTS
Page
Strategic report
1 - 6
Directors' report
7 - 9
Directors' responsibilities statement
10
Independent auditor's report
11 - 13
Statement of comprehensive income
14
Statement of financial position
15
Statement of changes in equity
16
Notes to the financial statements
17 - 32
TWMA MIDDLE EAST LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The Directors present their Strategic report on TWMA Middle East Limited ("the Company") for the year ended 31 December 2025.

Principal activities

The Company provides drilling waste management services to the oil and gas industry.

 

The Company’s immediate parent entity, TWMA Group Limited and all of its subsidiaries are owned by BP Inv3 Topco Ltd (together with its subsidiaries “the Group” or "TWMA Group") which is owned by Buckthorn Partners LLP, and in turn controlled by its general partner Buckthorn Jersey (GP) Limited.

 

The Directors consider the key performance indicators of the Company to be revenue and EBITDA, which are significantly influenced by the level of oil and gas drilling activity which, in turn, is influenced by oil and gas prices. As the majority of the Company’s customers are those involved in the oil and gas industry, levels of activity within the sector impact the prospects for the Company.

 

 

 

 

 

 

 

 

2025

 

2024

 

 

 

 

 

 

 

 

 

 

Revenue ($'000)

 

 

 

 

 

42,149

 

31,297

 

 

 

 

 

 

 

 

 

 

EBITDA ($'000) *

 

 

 

 

 

13,930

 

12,560

 

*EBITDA (as used throughout the Strategic and Directors’ reports) is a non-IFRS measure and is defined as Earnings before interest, tax, depreciation, amortisation, unrealised exchange losses and exceptional credits or charges. See additional information section on page 32.

 

The Company has seen an increase in revenues of $10.85m. As at 31 December 2025, the Company had net assets of $32.36m (2024: $22.0m).

 

The Company’s principal activities are carried out as part of the wider TWMA Group and are managed at Group level. These are set out below.

 

The global macroeconomic environment from 2025 through to July 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.

TWMA MIDDLE EAST LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

Principal activities (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.

TWMA MIDDLE EAST LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Principal activities (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.

Principal risks and uncertainties

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 Company 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.

TWMA MIDDLE EAST LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Financial risk management

The Company’s operations expose it to a variety of financial risks that include the effects of foreign currency risk, credit risk, liquidity risk and interest rate and cash flow risk. These risks are typical across the Group.

 

 

 

 

Key Performance Indicators (KPIs)

The Company’s performance is monitored using key performance indicators that are defined and managed at Group level. These KPIs are consistent with those used across the TWMA Group and are set out below.

 

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.

TWMA MIDDLE EAST LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
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

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.

 

Employee involvement

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.

TWMA MIDDLE EAST LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -

This report was authorised for issue by the Board of Directors and was signed on its behalf.

M J Walker
Director
17 September 2026
TWMA MIDDLE EAST LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -

The Directors present their Annual report and financial statements for the year ended 31 December 2025.

Results

The Company’s profit for the financial year ended 31 December 2025 was $10.2m (2024: $10.5m). Please refer to the Strategic report for further information on current year results.

 

Dividends

No dividends were paid or proposed during the year (2024: $nil).

Directors

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

H Aslaksen
J A Connolly
M J Walker
Directors' insurance

The Company 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.

Political donations

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

 

Financial risk management and policies

Financial risk management and policies are disclosed in the Strategic report.

Employees

The Company is committed to employment policies, which follow best practice, based on equal opportunities for all employees, irrespective of sex, race, colour, disability or marital status. The Company gives full and fair consideration to applications for employment for disabled persons, having regard to their particular aptitudes and abilities. Appropriate arrangements are made for the continued employment and training, career development and promotion of disabled persons employed by the Company. If members of staff become disabled the Company continues employment, either in the same or an alternative position, with appropriate retraining being given if necessary.

 

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

Environment

The Company recognises the importance of its environmental responsibilities. As the principal activities of the Company are to 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.

TWMA MIDDLE EAST LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
Branches outside of the UK

The Company has a branch that operates in Abu Dhabi. It exists to service RotoMill waste contracts for drilling operations on islands within the UAE.

 

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.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the Company continues and that the appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Subsequent events

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). Details of this re-finance are disclosed in the Strategic report on page 2 of the consolidated financial statements of BP Inv3 Topco Ltd.

 

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.

Future developments

The future developments at the Group level are applicable at the Company level. Details of the Group future developments are as follows.

 

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.

TWMA MIDDLE EAST LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
Statement of disclosure to auditor

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.

 

The auditor, RSM UK Audit LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

This report was authorised for issue by the Board of Directors and was signed on its behalf.
M J Walker
Director
17 September 2026
TWMA MIDDLE EAST LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -

The Directors are responsible for preparing the Annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 101 “Reduced Disclosure Framework'. 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 Company and of the profit or loss of the Company for that period.

 

In preparing these financial statements, the Directors are required to:

 

 

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

TWMA MIDDLE EAST LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TWMA MIDDLE EAST LIMITED
- 11 -
Opinion

We have audited the financial statements of TWMA Middle East Limited (the ‘company’) for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, 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).

 

In our opinion, the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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.

TWMA MIDDLE EAST LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TWMA MIDDLE EAST LIMITED
- 12 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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:

Responsibilities of Directors

As explained more fully in the directors’ responsibilities statement set out on page 10, 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

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.

TWMA MIDDLE EAST LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TWMA MIDDLE EAST LIMITED
- 13 -

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

 

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.

The 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.

 

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.

Robbie Simpson (Senior Statutory Auditor)
For and on the behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants
4th Floor, The Capitol
431 Union Street
Aberdeen
AB11 6DA
17 September 2026
TWMA MIDDLE EAST LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
2025
2024
Notes
$'000
$'000
Revenue
3
42,149
31,297
Cost of sales
(21,749)
(14,277)
Gross profit
20,400
17,020
Administrative expenses
(9,253)
(5,887)
Exceptional items
5
(264)
(26)
Operating profit
6
10,883
11,107
Finance income
9
2,371
1,277
Finance costs
10
(2,033)
(877)
Profit before taxation
11,221
11,507
Tax on profit
11
(1,044)
(1,041)
Profit for the financial year
10,177
10,466
Other comprehensive income/ (expense):
Items that may be reclassified to profit or loss
Foreign exchange movements
186
(113)
Total other comprehensive income/ (expense) for the year
186
(113)
Total comprehensive income for the year
10,363
10,353

The income statement has been prepared on the basis that all operations are continuing operations.

TWMA MIDDLE EAST LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 15 -
2025
2024
Notes
$'000
$'000
Non-current assets
Property, plant and equipment
12
23,100
11,957
Right-of-use assets
13
96
448
23,196
12,405
Current assets
Inventories
14
2,311
1,421
Trade and other receivables
15
28,795
22,665
Cash and cash equivalents
1,701
494
32,807
24,580
Current liabilities
Borrowings
16
914
-
0
Trade and other payables
17
22,032
14,616
Lease liabilities
18
16
376
22,962
14,992
Net current assets
9,845
9,588
Non-current liabilities
Borrowings
16
685
-
0
Net assets
32,356
21,993
Equity
Called up share capital
19
46
46
Translation reserve
20
157
(29)
Retained earnings
20
32,153
21,976
Total equity
32,356
21,993
The financial statements were approved by the Board of Directors and authorised for issue on 17 September 2026 and are signed on its behalf by:
M J Walker
Director
Company registration number SC067091
TWMA MIDDLE EAST LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
Share capital
Translation reserve
Retained earnings
Total
$'000
$'000
$'000
$'000
Balance at 1 January 2024
46
84
11,510
11,640
Year ended 31 December 2024:
Profit for the year
-
-
10,466
10,466
Other comprehensive expense:
Currency translation differences
-
(113)
-
0
(113)
Total comprehensive income for the year
-
(113)
10,466
10,353
Balance at 31 December 2024
46
(29)
21,976
21,993
Year ended 31 December 2025:
Profit for the year
-
-
10,177
10,177
Other comprehensive expense:
Currency translation differences
-
186
-
0
186
Total comprehensive income for the year
-
186
10,177
10,363
Balance at 31 December 2025
46
157
32,153
32,356
TWMA MIDDLE EAST LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
1
Accounting policies
Company information

The Company is a private company, limited by shares, incorporated in the United Kingdom under Companies Act 2006 and registered in Scotland. The ultimate controlling party is BP Inv3 Topco Ltd. The address of the Company’s registered office is Blackwood House, Union Grove Lane, Aberdeen, United Kingdom, AB10 6XU.

 

The principal activities of the Company and the nature of the Group’s operations are set out in the Strategic report.

 

These financial statements are presented in US Dollars ($) and are rounded to the nearest $‘000. The functional currency of the Abu Dhabi branch is US Dollars.

1.1
Accounting convention

The financial statements have been prepared under the historical cost convention, and the accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.

 

The Company meets the definition of a qualifying entity under FRS 100 ‘Application of Financial Reporting Requirements’ issued by the Financial Reporting Council. Accordingly, these financial statements were prepared in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (FRS 101).

 

Where relevant, equivalent disclosures have been given in the Group financial statements of BP Inv3 Topco Ltd. Note 23 gives details of the Company’s ultimate parent company and from where consolidated financial statements prepared in accordance with IFRS may be obtained.

 

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 International Financial Reporting Standards in full. The exemptions that the Directors consider to be significant are:

 

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.

 

TWMA Middle East Limited is not a financial institution and is therefore able to take advantage of exemption from the requirements of IFRS 7 ‘Financial Instruments: Disclosures’ and from the disclosure requirements of IFRS 13 ‘Fair Value Measurement’, other than those required by law.

 

The Company and BP Inv3 Topco Limited are not within the scope of Pillar Two Model rules and there are no impacts on the financial statements for 2025.

 

The Company’s business activities, together with the factors likely to affect its future, are set out in the Directors’ report. The financial position of the Company is shown in the statement of financial position.

TWMA MIDDLE EAST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -

Amendments to IFRSs and the new Interpretation that are mandatorily effective for the current year

There are amendments to IFRS Accounting Standards issued by the International Accounting Standards Board (IASB) which are mandatorily effective for the accounting period that begins on or after 1 January 2025, however, none of the amendments have impact on the financial statements for the year.

1.2
Going concern

The Company's Directors have assessed the Company's financial position for a period oftrue 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 Inv 3 Topco Ltd.

 

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

 

 

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 assets of $6.8 million (2024: net current assets of $8.0 million), while the Company had net current assets of $9.8 million (2024: $9.6 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.

TWMA MIDDLE EAST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.3
Revenue

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

The Company recognises revenue from the following major sources:

Processing at source, typically offshore on a customer’s rig, platform or drillship, and revenue generated from rental of people and equipment

The Company 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 due from the customer when the services are completed. 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.

1.4

Finance income

Finance income is recognised when incurred. Interest is charged on intercompany balances based on market rates.

1.5

Exceptional and non-recurring 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 Company. 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 the non-recurring items helps in the understanding of the Company’s underlying performance.

1.6
Finance costs

Costs are recognised when incurred. Finance costs include interest on intercompany balances and interest on lease liabilities.

1.7
Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Depreciation is provided to write off cost less the estimated residual value of property, plant and equipment over their estimated useful economic lives as follows:

Buildings
50 years straight line
Fixtures and fittings
15% on reducing balance
Plant and equipment
7 - 10 years straight line
Motor vehicles
7 years straight line

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 ‘Other gains/(losses)’ in the income statement.

TWMA MIDDLE EAST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -
1.8
Inventories

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.

1.9
Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held at call with banks.

1.10
Financial assets

The Company 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

(a) Financial assets at fair value through profit or loss

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.

(b) Loans and receivables

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 Company’s loans and receivables comprise ‘trade and other receivables excluding prepayment’ and ‘cash and cash equivalents’ in the balance sheet.

 

Recognition and measurement

Regular purchases and sales of financial assets are recognised on the trade-date – the date on which the Company 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 Company has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets and 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 ‘Other (losses)/gains – net’ in the period in which they arise.

 

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 Company’s right to receive payments is established.

TWMA MIDDLE EAST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 21 -
Impairment of financial assets

In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model as opposed to an incurred credit loss model under IAS 39. The expected credit loss model requires the Company 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 Company 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 Company 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.

1.11
Financial liabilities

Classification as debt or equity

Debt and equity instruments issued by the Company 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.

 

Financial liabilities (other than financial guarantee), including trade and other payables, are initially measured at fair value, net of transaction costs. Financial liabilities are subsequently measured at amortised cost using the effective interest method. Trade and other payables are accrued when the counterparty performs its obligations under the contract and are carried at amortised cost using the effective interest method.

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 Company are recognised at the proceeds received, net of direct issue costs.

1.12
Taxation

Current and deferred income 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 operates and generates 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.

 

Tax losses surrendered or claimed in the form of group relief give rise to 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 loss amount.

TWMA MIDDLE EAST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 22 -
1.12
Taxation (continued)
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

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

1.13
Leases

Lease identification

At inception of a contract the Company shall assess whether a contract is, or contains, a lease. A contract is, or contains, a lease 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 assets

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 Company 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.

TWMA MIDDLE EAST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 23 -
1.13
Leases (continued)

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 rate, and amounts expected to be paid by the Company under residual value guarantees. The lease payments also include the exercise price of a purchase option if the Company is reasonably certain to exercise that option. Payments of penalties for terminating a lease, if the lease term reflects the Company 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 Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension, or termination option.

Short-term leases and leases of low-value assets

The Company 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. On the balance sheet, right of use assets have been included in property, plant and equipment and lease liabilities have been included in borrowings.

1.14
Foreign currencies

Monetary assets and liabilities denominated in foreign currencies are translated into dollars at rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into dollars at the rate ruling on the date of the transaction. Exchange gains and losses are recognised in the income statement.

1.15

Invoice factoring facility

The Company enters into factoring arrangements under which trade receivables are sold to a third party, the factor.

 

Where the terms of the arrangement result in the transfer of substantially all risks and rewards of ownership of the receivables to the factor, the receivables are derecognised at the date of transfer in accordance with IFRS 9. Cash proceeds received are recognised as cash and cash equivalents, and any difference between the carrying amount of the receivables and the consideration received, together with related fees, is recognised as a finance cost in profit or loss.

 

Where substantial risks and rewards are retained, the receivables are not derecognised and amounts received are recognised as a financial liability.

TWMA MIDDLE EAST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
2
Critical accounting estimates and judgements

In the application of the Company’s accounting policies the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities 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.

Critical judgements and key sources of estimation uncertainty in applying the Company's accounting policies

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 Company's accounting policies and that have the most significant effect on the amounts recognised in financial statements.

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 Company. 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 5 for further details.

Non-recourse invoice financing facility

The Company 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 Company retains control or any continuing involvement in the receivables. The facility is non recourse and the Company 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 Company continues to administer collections on the receivables in exchange for a standard servicing fee, this does not expose the Company to variability in cash flows beyond normal servicing arrangements. Management therefore concluded that substantially all risks and rewards have been transferred and that the Company 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.

3
Revenue

The Company’s revenue primarily arises from of the provision of drilling waste management services to the oil and gas industry. Geographically, all revenue was generated from the United Arab Emirates.

TWMA MIDDLE EAST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
4
Directors' remuneration

The Directors did not receive any emoluments from the Company in the financial year for their directorship of the Company and Directors do not consider it possible to determine the proportion of their remuneration that specifically relates to their services as Directors of the TWMA Middle East Limited.

5
Exceptional items
2025
2024
$'000
$'000
Expenditure
Reorganisation costs (a)
264
26
a) Reorganisation costs - costs incurred relating to reorganising the Company, including severance and redundancy costs.
6
Operating profit
Note
2025
2024
Operating profit for the year is stated after charging:
$'000
$'000
Employee benefit expense
6,607
5,014
Depreciation of property, plant and equipment
12
2,337
1,001
Depreciation of right of use assets
13
352
341
Cost of inventories recognised as an expense
1,213
718
Exceptional items
264
26
Exchange losses
97
84
(Profit)/loss on disposal of property, plant and equipment
(3)
1
7
Auditor's remuneration
2025
2024
Fees payable to the Company's auditor and associates:
$'000
$'000
For audit services
Audit of the financial statements of the Company
38
45

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 statement of the parent company are required to disclose these fees on a consolidated basis.

TWMA MIDDLE EAST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
8
Employees

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

2025
2024
Number
Number
Office and administration
56
46
Operations
369
312
Total
425
358

Their aggregate remuneration comprised:

2025
2024
$'000
$'000
Wages and salaries
6,607
5,014
6,607
5,014
9
Finance income
2025
2024
$'000
$'000
Interest income
Interest on bank deposits
2
2
Interest receivable from group undertakings
2,369
1,275
Total income
2,371
1,277
10
Finance costs
2025
2024
$'000
$'000
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
552
-
Financing fees
40
-
Interest payable to group undertakings
1,293
739
Interest on lease liabilities
100
138
Late payment interest
48
-
0
2,033
877
TWMA MIDDLE EAST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
11
Tax on profit
2025
2024
$'000
$'000
Current tax
Foreign taxes and reliefs
1,044
1,041
1,044
1,041

The charge for the year can be reconciled to the profit per the income statement as follows:

2025
2024
$'000
$'000
Profit before taxation
11,221
11,507
Expected tax charge based on a corporation tax rate of 25.00% (2024: 25.00%)
2,805
2,877
Effect of expenses not deductible in determining taxable profit
10
1
Group relief
(484)
(219)
Foreign tax credits
1,062
1,041
Difference in overseas tax rates/regimes
-
(2,411)
Movement in deferred tax not recognised
(355)
(248)
Foreign permanent establishment exemption
(1,986)
-
Prior year adjustments
(8)
-
Taxation charge for the year
1,044
1,041

Deferred tax liabilities of $828k (2024 - $327kk) relating to fixed asset timing differences have not been recognised in the period as there is no UK tax payable.

TWMA MIDDLE EAST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
12
Property, plant and equipment
Buildings
Plant and equipment
Fixtures and fittings
Motor vehicles
Assets under construction
Total
$'000
$'000
$'000
$'000
$'000
$'000
Cost
At 1 January 2025
113
21,109
434
5
2,271
23,932
Additions
-
-
0
-
-
0
13,480
13,480
Transfers
-
15,117
70
-
0
(15,187)
-
At 31 December 2025
113
36,226
504
5
564
37,412
Accumulated depreciation and impairment
At 1 January 2025
13
11,747
210
5
-
0
11,975
Charge for the year
2
2,260
75
-
0
-
0
2,337
At 31 December 2025
15
14,007
285
5
-
0
14,312
Carrying amount
At 31 December 2025
98
22,219
219
-
0
564
23,100
At 31 December 2024
100
9,362
224
-
0
2,271
11,957
TWMA MIDDLE EAST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 29 -
13
Right-of-use assets
Plant and equipment
$'000
Cost
At 1 January 2025
789
Additions
-
0
Disposals
-
0
At 31 December 2025
789
Accumulated depreciation and impairment
At 1 January 2025
341
Charge for the year
352
Eliminated on disposal
-
0
At 31 December 2025
693
Carrying amount
At 31 December 2025
96
At 31 December 2024
448
2025
2024
Amounts recognised in profit and loss
$'000
$'000
Depreciation expense on right of use assets
352
341
Interest expense on lease liabilities (note 18)
100
138
The Company leases various items of plant and equipment under non-cancellable finance lease agreements. The lease terms are between 1 and 5 years, and the Company has ownership of the assets.
At 31 December 2025, the Company is committed to $nil for short-term leases (2024: $nil).
The total cash outflow for leases amount to 401k (2024: $364k).
All leases relate to rental properties, and there is no potential exposure not reflected in the above.
14
Inventories
2025
2024
$'000
$'000
Spares and consumables
2,311
1,421

Inventories consist of consumables and spares parts used in the operation of the Company’s equipment and for the provision of services. Inventories are not held for re-sale. Inventory of $1,213k (2024: $718k) was recognised as an expense during the year.

TWMA MIDDLE EAST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 30 -
15
Trade and other receivables
2025
2024
$'000
$'000
Trade receivables
6,627
8,812
Amounts owed by fellow group undertakings
19,596
11,498
Prepayments and accrued income
2,572
2,355
28,795
22,665

Amounts owed by fellow group undertakings are unsecured, are repayable on demand and attract interest at market rates.

 

There are no impairment losses on trade or other receivables.

16
Borrowings
Current
Non-current
2025
2024
2025
2024
$'000
$'000
$'000
$'000
Borrowings:
Asset finance
914
-
685
-

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

17
Trade and other payables
2025
2024
$'000
$'000
Trade payables
7,404
2,635
Amounts owed to fellow group undertakings
6,730
7,260
Accruals and deferred income
5,724
3,531
Current tax liabilities
2,085
1,041
Social security and other taxation
89
149
22,032
14,616

Amounts owed to fellow group undertakings are unsecured, repayable on demand and attract interest at market rates.

 

TWMA MIDDLE EAST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 31 -
18
Lease liabilities

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2025
2024
$'000
$'000
Current liabilities
16
376
2025
2024
Amounts recognised in profit or loss include the following:
$'000
$'000
Interest on lease liabilities
100
138
19
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
$'000
$'000
Authorised
Ordinary shares of £1 each
100,000
100,000
127
127
Issued and fully paid
Ordinary shares of £1 each
31,000
31,000
46
46
The Company has one class of ordinary shares, each share has full rights in the Company with respect to voting, dividends and distributions.
20
Equity elements
Translation reserve
This reserve relates to the revaluation of non-cash statement of financial position transactions. These are stated net of tax effects.
Retained earnings
Retained earnings reserve represents cumulative profits or losses net of dividends paid and other adjustments.
21
Subsequent events

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). Details of this re-finance are disclosed in the Strategic report on page 2 of the consolidated financial statements of BP Inv3 Topco Ltd.

 

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.

TWMA MIDDLE EAST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 32 -
22
Related party transactions

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.

In the prior year, the Company, together with other material Group companies, has guaranteed for the liabilities under the Facilities Agreement and the Bond Terms in favour of Nordic Trustee AS. A floating charge was created over the Company's assets. The potential Group liability under this agreement was $62.5m (2024: $62.5m).

23
Controlling party

As at 31 December 2025, the immediate parent company was TWMA Group Limited, a company registered in Scotland. The ultimate parent company is BP Inv3 Topco Ltd, a company registered in England, with the registered address of International House, 36-38 Cornhill, London, England, EC3V 3NG. BP Inv3 Topco Ltd is owned by Buckthorn Partners LLP, which in turn is controlled by its general partner Buckthorn Jersey (GP) Ltd. The smallest group which consolidates the results of the Company is TWMA Finance AS and largest group is BP Inv3 Topco Ltd. BP Inv3 Topco Ltd financial statements are publicly available from Companies House, Crown Way, Cardiff, CF14 3UZ.

Additional Information (unaudited)
Earnings before interest, taxation, depreciation and amortisation (EBITDA) is a non-IFRS measure (unaudited) that is disclosed in the Strategic and Directors' report and is calculated as follows:
2025
2024
$'000
$'000
Operating profit
10,883
11,107
Gain/(loss) on disposal of property, plant and equipment
(3)
1
Depreciation
2,689
1,342
Unrealised exchange losses
97
84
Exceptional items
264
26
EBITDA
13,930
12,560
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