The directors of the company have elected not to include a copy of the income statement within the financial statements.

For the financial year ended 31 December 2025 the Company was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies.

The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the Company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

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

The Company meets the definition of a qualifying entity under FRS 100 ‘Application of Financial Reporting Requirements’ issued by the Financial Reporting Council (the "FRC"). Accordingly, these financial statements were prepared in accordance with the Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (FRS101).

Where relevant, equivalent disclosures have been given in the group accounts of BP Inv3 Topco Ltd. Note 11 gives details of the Company’s ultimate parent company and from where consolidated financial statements prepared in accordance with IFRS may be obtained.

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 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 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.

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 Inv 3 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 liabilities of £0.1 million (2024: £0.1 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.

Investments held as non-current assets are shown at cost less provision for impairment.

Financial liabilities, made up of amounts owed to fellow group undertakings, are initially measured at fair value, net of transaction costs.    

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.

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 do not perform any qualifying services to the Company, therefore their emoluments are £nil (2024: £nil).

The investment balance relates to a 1% holding in TWMA Egypt for Oil Services S.A.E, Building A, The Portal, A-3-10, SODIC - WEST, Km.38 Cairo/Alexandria Desert Road, Beverly Hills, Sheikh Zayed City, Giza, Egypt, Postal Code 12588 in the form of ordinary shares, a Group company incorporated in Egypt. The nature of its business is waste management and disposal services to the oil and gas industry.

The Directors believe that the carrying value of the investment is supported by the underlying net assets.

Amounts owed to fellow group undertakings are unsecured, are repayable on demand and attract interest at market rates where the Company is able to fund such interest. In the case of a net liability position, no interest has been charged.

The Company has one class of ordinary shares which have full voting, dividend and capital distribution rights.

The accumulated losses represent cumulative profits or losses net of dividends paid and other adjustments.

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

Subsequent to the year-end, the Group completed a re-financing of its existing facilities through the issue of a new 3 year $72m Nordic Bond (NB). 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 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 from Companies House.

In the prior year, the Company, together with other material Group companies, has guaranteed for the liabilities under the Facilities Agreement and the Bond Terms in favour of Nordic Trustee AS. A floating charge was created over the Company's assets. The potential Group liability under this agreement was $62.6m (2024: $62.5m).

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.