The Directors present their Strategic report on TWMA Middle East Limited ("the Company") for the year ended 31 December 2025.
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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.
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.
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.
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.
Foreign currency risk: the Company is exposed to foreign currency risk on the settlement of US dollar denominated balances. The Company manages settlement risk by transacting mainly in US dollars and matching foreign currency receipts and payments whenever possible.
Credit risk: the Company’s policies require appropriate credit checks on potential customers before sales are made. The amount of exposure to an individual counterparty is subject to a limit, which is reassessed on a regular basis.
Liquidity risk: Liquidity risk is managed on a Group basis through a mixture of long-term and short-term debt finance. Cash is allocated around Group companies as necessary to meet the needs of the business to ensure that each Company has sufficient available funds for current and planned operations.
Interest rate and cash flow risk: Interest rate and cash flow risk is also managed on a Group basis; details of the Group’s approach to managing this risk are included in the Directors’ report of BP Inv3 Topco Ltd.
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.
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.
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 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).
The Directors who held office during the year and up to the date of signature of the financial statements were as follows:
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.
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.
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.
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.
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.
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.
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.
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 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.
The income statement has been prepared on the basis that all operations are continuing operations.
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.
Finance income
Finance income is recognised when incurred. Interest is charged on intercompany balances based on market rates.
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.
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:
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.
(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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
The average monthly number of persons (including Directors) employed by the Company during the year was:
Their aggregate remuneration comprised:
The charge for the year can be reconciled to the profit per the income statement as follows:
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.
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.
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.
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
Amounts owed to fellow group undertakings are unsecured, repayable on demand and attract interest at market rates.
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:
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.
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).