The Directors present their Strategic report on Total Waste Management Alliance Limited (‘the Company’) for the year ended 31 December 2025.

The Company provides drilling waste services to the oil and gas industry both at source and at an onshore fixed processing site.

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) Ltd.

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 provides further details to the context of the Group as a whole.

The Directors consider the key performance indicators of the Company to be revenue, EBITDA and equipment utilisation %. All of these indicators 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.

*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 gains and losses and exceptional credits or charges. See additional information section on page 32.

The Company has seen a decrease in revenues of £7.4m due to RotoMill utilisation and a corresponding decrease in management EBITDA of £3.0m. As at 31 December 2025, the Company had net assets of £49.0m (2024: £47.4m).

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.

Principal activities (continued)

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.

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

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.

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

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 non-sterling denominated balances. The Company manages settlement risk by transacting mainly in Sterling and 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. Refer to Note 2 for further liquidity considerations in the going concern disclosure.

• Interest rate and cash flow risk: Interest rate and cash flow risks are also managed on a Group basis. Details of the Group’s approach to managing these risks are included in the Directors’ report of BP Inv3 Topco Ltd.

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.

The Company's Directors have assessed the Company's financial position for a period of not less than 12 months from the date of approval of the full year results. The Company is dependent on the going concern assessment of its parent company, BP Inv3 Topco Ltd.

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

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

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

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

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

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

As at the end of March 2026, the Group had available liquidity of $7.4 million. At 31 December 2025, the Group had net current liabilities of $6.8 million (2024: net current assets of $8.0 million), while the Company had net current assets of £26.1 million (2024: £25.7 million). The Group’s net current liability position is an accounting outcome driven by the classification of certain liabilities and does not, of itself, represent a short term liquidity shortfall. The Directors manage the business by reference to forecast cash flows, available liquidity and compliance with covenant terms under the Group’s bond and SSRCF facilities which were improved through the recent refinancing. The Group’s budgets and forecasts demonstrate that, notwithstanding the reported net current liability position, the Group is expected to maintain sufficient liquidity headroom and remain in compliance with its covenant obligations for the foreseeable future, based on the assumptions described above.

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

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

This report was 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 £1.5m (2024: £1.2m).

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

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.

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.

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 waste disposal services the Directors are aware of the need to comply with environmental regulations, and the Company is subject to regular visits by Environmental Protection Agencies.

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.

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.

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:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable UK Accounting Standards have been followed, subject to any departures disclosed and explained in the financial statements; and

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

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.

We have audited the financial statements of Total Waste Management Alliance 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:

• give a true and fair view of the state of the company’s affairs as at 31 December 2025 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the 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:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors’ responsibilities statement set out on page 9, 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.

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

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

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

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

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

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the 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.

All of the results from the current and prior year arose from continuing operations.

The Company has not recognised gains and losses for the current and preceding year, other than as included in the results above. Accordingly, no statement of other comprehensive income is presented.

The Company is a private company, limited by shares, incorporated in Scotland. The registered office is Blackwood House, Union Grove Lane, Aberdeen, United Kingdom, AB10 6XU. The Company's principal activities and nature of its operations are disclosed in the Directors' report.

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements are prepared in Pounds sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The functional and presentation currency of the Company is considered to be Pounds sterling because that is the currency of the primary economic environment in which the Company operates.

Where relevant, equivalent disclosures have been given in the Group accounts 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 IFRS in full. The exemptions that the Directors consider to be significant are:

• no detailed disclosures in relation to financial instruments, other than derivatives;

• no cash flow statement and related notes;

• no analysis of property, plant and equipment movements for the prior year;

• no disclosure of related party transactions with other 100% subsidiaries of BP Inv3 Topco Ltd;

• no statement regarding the potential impact of forthcoming changes in financial reporting standards;

• no disclosure of key management compensation other than the Directors;

• no disclosure of new standards in issue but not yet effective;

• no disclosures relating to the Company’s policy on capital management;

• the requirements of paragraph 52, 58, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases; and

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

The Company is not a financial institution and is therefore able to take advantage of exemption from the requirements of IFRS7 ‘Financial Instruments: Disclosures’ and from the disclosure requirements of IFRS 13 ‘Fair Value Measurement’, other than those required by law.

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

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

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

The Company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the Company as an individual entity and not about its Group.

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.

The Company's Directors have assessedtrue the Company's financial position for a period of not less than 12 months from the date of approval of the full year results. The Company is dependent on the going concern assessment of its parent company, BP Inv3 Topco Ltd.

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

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

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

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

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

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

As at the end of March 2026, the Group had available liquidity of $7.4 million. At 31 December 2025, the Group had net current liabilities of $6.8 million (2024: net current assets of $8.0 million), while the Company had net current assets of £26.1 million (2024: £25.7 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.

Revenue comprises amounts, at the fair value of the consideration received or receivable, recognised in respect of goods and services supplied, exclusive of Value Added Tax and trade discounts. Revenue is either generated through contracted day rates for plant & machinery or labour, or a contract rate per tonne based upon the volume of cuttings processed.

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;

• Onshore processing at fixed facility of customers drilling waste, and revenue is generated by tonnage processed; and

• Sale of oil resulting from the above processes.

The nature, timing of satisfaction of performance obligations and significant payment terms of the Company's major sources of revenue are as follows:

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 not due from the customer until the services are complete and therefore an accrued revenue is recognised over the period in which the services are performed representing the entity’s right to consideration for the services performed to date.

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

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

Finance income

Interest is recognised when incurred. Interest is charged on intercompany balances based on signed agreement 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 non-recurring items helps in the understanding of the Company’s underlying performance.

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within ‘Other gains/(losses)’ in the income statement.

Investments held as non-current assets are shown at cost less accumulated impairment losses.

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

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

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 gains/(losses)’ in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognised in the income statement as part of other income when the Company’s right to receive payments is established.

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

When securities classified as available for sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in the income statement as ‘Gains and losses from investment securities’. Interest on available-for-sale securities calculated using the effective interest method is recognised in the income statement as part of finance income. Dividends on available-for-sale equity instruments are recognised in the income statement as part of other income when the Company’s right to receive payments is established.

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.

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.

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.

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.

Financial liabilities

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.

The appropriate treatment of share capital as debt or equity is considered by assessing the rights attached to the shares. Share classification is disclosed in note 19.

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.

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.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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.

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.

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.

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.

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

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.

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 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 4 for further details.

Revenue recognised in the year that was included in the deferred revenue balance at the beginning of the year was £311k (2024: £100k).

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

Their aggregate remuneration comprised:

The Company is part of a Group operated defined contribution pension scheme for eligible employees. Pension costs charged in the year amounted to £487k (2024: £554k). Contributions payable to the fund which were outstanding as at 31 December 2025 were £78k (2024: £95k).

The number of Directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024: 2).

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

Deferred tax assets of £7,449k (2024 - £6,457k) relating to fixed asset timing differences have not been recognised in the period due to insufficient evidence of future profits to recognise this asset.

The rate of UK Corporation tax for the year ended 31 December 2025 was 25.0% (2024: 25.0%).

Investments held as non-current assets are shown at cost less accumulated impairment losses.

The Company holds a 1% ownership stake in a fellow Group entity.

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 £604k (2024: £1,057k) was recognised as an expense during the year.

There are no impairment losses on trade receivables in either year.

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

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

Deferred revenue for the prior year relates to amounts falling due within one year and constitutes a contract liability and there is no associated accrued revenue.

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 Company has one class of ordinary shares, each share has full rights in the Company with respect to voting, dividends and distributions.

The Company has taken advantage of the exemption conferred by FRS 101 from the need to disclose transactions between Group entities that have been eliminated on consolidation in the Group’s consolidated financial statements, copies of which are publicly available.

Transactions with non-Group related parties are as follows:

Buckthorn Partners LLP are the current ultimate owners of the Company. Representatives of Buckthorn Partners LLP attend board meetings on behalf of the Company's ultimate parent company, BP Inv3 Topco Ltd.

The following amounts were outstanding at the reporting end date:

The subsequent events at the Group level are also applicable at the Company level. Details of the Group subsequent events are noted below.

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

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

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

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

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.