The Directors present their Strategic report on BP Inv3 Midco Ltd (‘the Company’) for the year ended 31 December 2025.
The principal risks and uncertainties relating to the Company are managed at the Group level and are discussed in the Group's annual report and financial statements which also provides further details to the context of the Group as a whole.
The Board has delegated day to day management of key risks to the key senior managers of the Company. These managers meet with the Board on a quarterly basis to assess current risks and review mitigating actions.
The principal economic risk to the Group is loss of revenue resulting from lower than planned operator activity levels. The oil and gas sector is a market driven, cyclical industry where activity is closely correlated with the market prices for oil and gas. Changes in these prices may lead to an increase or decrease in our activity levels. The general macroeconomic environment remains challenging due to inflationary pressures, increasing interest rates and a volatile oil price. The TWMA Group does not have operations or trade in any form in either Ukraine or Russia, therefore the war in Ukraine, along with UK and EU sanctions did not directly or significantly impact the Group. The events in Israel and Gaza have led to increased instability across the Middle East but did not directly or significantly impact the Group. We mitigate the impact of these risks through endeavouring to secure longer term contracts with our clients where possible, together with contractual protection for early termination. Many of our client's own oil and gas assets where the lifting costs are at the lower end of the spectrum and hence are still able to make positive returns even at lower energy prices. Most of our activity is in the eastern hemisphere where the economic cycles have historically been less volatile than in the western hemisphere. Where possible we employ a flexible resourcing model so that we are able to change manning levels as activity changes. Each of our business units has different exposure and sensitivity to changes in energy prices. We operate a governance structure which aims to ensure that potential risks on contracts and projects are identified through review and challenge prior to execution. Our internal commercial and legal processes ensure that deviations to standard contracting principles must have the appropriate review and approval prior to commitment. This, together with robust contract assurance programmes and effective record retention, provides us with the ability to rigorously defend commercial claims as and when they arise. With the revenue of the business being largely generated in the UK, Norway and UAE, the changes to the level of tariffs between the US and other countries is not expected to materially impact the Group.
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.
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 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 Strategic report of BP Inv3 Topco Ltd.
The Directors have acted in a way that they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006.
The Company is a non-trading intermediate holding company within the BP Inv3 Topco Ltd group. Its principal activity is to hold investments in subsidiary undertakings. The Company has no employees, no external customers and no external trading suppliers. Accordingly, the Directors consider that the stakeholders most relevant to the Company are its shareholder, its subsidiary undertakings, the wider Group’s lenders and security providers insofar as the Company is party to, or affected by, Group financing and security arrangements, regulatory authorities, auditors and professional advisers.
In discharging their duties during the year, the Directors considered the long-term consequences of decisions for the Company, principally in the context of preserving the value of the Company’s investment in subsidiary undertakings, supporting the wider Group’s strategy and financing arrangements, and ensuring that the Company continues to comply with its statutory and regulatory obligations.
The Company’s activities and principal decisions are closely linked to those of the wider TWMA Group, headed by BP Inv3 Topco Ltd. The Directors therefore had regard to the wider Group’s strategy, financial position, going concern assessment, refinancing activities and principal risks when making decisions relevant to the Company. Further information on the Group’s stakeholder engagement, principal decisions and business review is set out in the strategic report of BP Inv3 Topco Ltd.
During the year and up to the date of approval of these financial statements, the principal matters considered by the Directors in relation to the Company included:
the approval of the Company’s annual report and financial statements;
the assessment of the carrying value of the Company’s investment in subsidiary undertakings;
consideration of the Company’s going concern position, including its dependence on the wider Group’s going concern assessment;
consideration of the impact of the Group refinancing completed subsequent to the year end, including any implications for the Company as an intermediate holding company within the Group structure; and
ensuring that the Company met its legal, regulatory and filing obligations.
The Directors are mindful of the need to maintain a reputation for high standards of business conduct and to act fairly between the Company’s members. Given the Company’s wholly owned status, engagement with the shareholder is undertaken through the common governance processes of the wider Group. The Directors also considered the interests of subsidiary undertakings through their oversight of the Company’s investment and through consideration of the wider Group’s financial position and strategy.
As the Company has no employees and does not itself undertake trading operations, the Directors consider that the direct impact of the Company’s own activities on employees, customers, suppliers, the community and the environment is limited. These matters are, however, considered at Group level by BP Inv3 Topco Ltd, whose annual report includes further detail on the Group’s employees, environmental matters, stakeholder engagement and principal risks. The Directors have had regard to those Group-level matters to the extent that they are relevant to the Company’s position as an intermediate holding company.
The Company'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 the re-financing, as disclosed in the Strategic report of BP Inv3 Topco Ltd, 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 £13.4 million (2024: £14.3 million). The Group’s net current liability position is an accounting outcome driven by the classification of certain liabilities and does not, of itself, represent a short term liquidity shortfall. The Directors manage the business by reference to forecast cash flows, available liquidity and compliance with covenant terms under the Group’s bond and SSRCF facilities which were improved through the recent refinancing. The Group’s budgets and forecasts demonstrate that, notwithstanding the reported net current liability position, the Group is expected to maintain sufficient liquidity headroom and remain in compliance with its covenant obligations for the foreseeable future, based on the assumptions described above.
In assessing the Group’s ability to continue as a going concern, the Directors have considered the Group’s current and forecast trading performance, projected cash flows, available liquidity, working capital requirements, and the potential impact of prevailing economic, operational and geopolitical risks. Notwithstanding the Group’s net current liability position, and as described above, the ongoing conflict involving the United States, Israel and Iran gives rise to a material uncertainty related to going concern, due to the potential impact on the Group’s operations and trading performance, particularly in the UAE, and the consequent risk to forecast EBITDA and covenant compliance. This material uncertainty may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern.
Nevertheless, the Directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future and, accordingly, the financial statements have been prepared on the going concern basis of accounting.
This report was approved by the Board and signed on its behalf by:
The Directors present the Annual report and financial statements for the year ended 31 December 2025.
The Company’s loss for the year ended 31 December 2025 was £0.9m (2024: £0.3m).
No dividends were paid during the year (2024: £nil), and none are proposed to be paid as of the date of this report.
The Directors of the Company who were in office during the year and up to the date of signing of the financial statements were:
The Group purchased and maintained Directors’ and Officers’ liability insurance throughout the financial year in respect of itself and its Directors as well as Directors of its parent company and fellow subsidiaries.
Charitable and political donations
There were no charitable or political donations during the current or prior year.
Financial risk management and policies
A list of the Company’s financial risks and policies can be found within the Strategic 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.
Environment
The Company recognises the importance of its environmental responsibilities. As the principal activities of the Company are as a holding company of the business that perform waste disposal services the Directors are aware of the need to comply with environmental regulations, and are subject to regular visits by Environmental Protection Agencies.
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.
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 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 are required to prepare the Company 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 judgments and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material 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.
The Company has not recognised gains and losses for the current period 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, and is incorporated and registered in England and Wales. The ultimate controlling party is BP Inv3 Topco Limited. The address of the Company’s registered office is International house, 36 - 38 Cornhill, London, United Kingdom, EC3V 3NG.
The principal activities of the Company are set out in the Strategic report.
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.
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 cash flow statement and related notes;
no disclosure of related party transactions with other 100% subsidiaries of BP Inv3 Topco Limited;
no statement regarding the potential impact of forthcoming changes in financial reporting standards;
no disclosure of key management compensation other than the Directors;
no disclosures relating to the Company’s policy on capital management;
no disclosure of new standards in issue but not yet effective.
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 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.
These financial statements are seperate financial statements. The Company is exempt from the preparation and delivery of consolidated financial statements in accordance with section 405 (2) of the Companies Act 2006.
The Company’s business activities, together with the factors likely to affect its future, are set out in the Strategic and Director’s reports. The financial position of the Company is shown in the statement of financial position on page 9.
Investments held as non-current assets are shown at cost less provision for impairment.
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 issued by the Company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
The tax expense represents the sum of the tax currently payable and deferred tax.
Tax losses are surrendered or claimed in the form of Group relief with consideration being received or paid accordingly. The Group relief amount is recorded separately within the receivables and payables amounts in the balance sheet as applicable, and is calculated by applying the tax rate enacted or substantially enacted at the balance sheet date to the income statement amount
Finance income
Interest is charged based on the market rate.
Finance costs
Costs are recognised when incurred. Finance costs include interest on intercompany balances and interest on bank loans.
Critical judgements in applying the Company's accounting policies
The following are the critical judgements, apart from those involving estimations (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.
Going Concern
The Company is heavily dependent on the going concern assessment of the wider TWMA Group due to its involvement within the banking group. Management’s base case assumptions indicates that the Group is expected to be able meet covenants with significant headroom available under existing debt facilities throughout the going concern period. Therefore, under a reasonable possible downside scenario, specifically in the event that EBITDA fell below the level assumed in management’s base case, then the Group is still expected to meet its covenant obligations.
Accordingly the financial statements are prepared on a going concern basis.
Key sources of estimation uncertainty
Impairment of investments
Determining whether investments are impaired requires an estimation of their recoverable amount, which in turn requires the Company to estimate future cash flows and a suitable discounting rate in order to calculate present value. While no impairment has been recognised in the current or previous years, management has identified that reasonably possible changes in key assumptions (such as discount rates or recoverable amount) could result in a material reduction in the recoverable amount of certain investments in future periods.
There have been no other key sources of estimation uncertainty within the Company, during the year.
The Company did not employ any staff during the current or prior year.
The Directors were also Directors of other group undertakings in the United Kingdom. The Directors do not believe that it is practical to apportion this remuneration across other group companies.
The charge for the year can be reconciled to the loss per the income statement as follows:
The rate of UK Corporation tax for the year ended 31 December 2025 was 25.0% (2024: 25.0%).
The net book value as at 31 December 2025 and 31 December 2024 is equal to cost.
The Directors believe that the carrying value of the investments is supported by their underlying net assets.
Details of the Company’s subsidiary undertakings are shown in the table below. The nature of business of trading subsidiaries is waste management and disposal and the Company has invested in Ordinary shares in all cases.
Registered office addresses (all UK unless otherwise indicated):
Subsidiary undertakings have not been consolidated by the Company as permitted by s400 of the Companies Act 2006 as they are consolidated in the financial statements of BP Inv3 Topco Limited, the Company’s ultimate parent company.
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, are payable on demand and attract interest at market rates.
As at 31 December 2025, the number of shares issued and fully paid was 7,712,811,858,543 (2024: 7,712,811,858,543).
The Company has one class of ordinary shares which carry no right for fixed income.
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 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).