Consolidated Financial Statements for the 1st QTR Of 2025

Gulf Navigation Holding PJSC and its Subsidiaries

UNAUDITED TJNTERIMCONDENSED CONSOLIDATED FINANCIAL STATEMENTS

GrantThornton

Grant Thornton Audit and Accounting Lim ited (Dubai Branch)

The Offices S Level 3

Office 302, 303, 308

One Central, DWTC Du bai, UAE

P.O. Box 1620

T +971 4 388 9925

F +971 4 388 9915

w w w pran tth orn Ia n.ae

We have reviewed the accompanying trite&ri condensed consolidated financial statements of Gulf Navigation Holding

P.J.S.C (the "Company") and its subsiAaries (collectively refered to as the "Group's, compnsing the interim consolidated stntrment of financial position as at ñfarcli 31, 2025, and the related interim consolidated statements of comprehensive income, changes in equity, and cash flows for the three months then ended, and explanatoq notes. Management is responsible for the prepamtion and presentation of these interim condensed consolidated financial statements in accordance with US 34 I»/eii z Fiiiaa•ial R porting (IAS 34). Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.

Scope ofReview

We conducted our review in accordance with International Standard on Review Engagements 2410, 'Rerii r »/I leed» F*r/a/âa/ Itiferriiitiaii Pifari»eâ ly' the Iuâ@eudirt Walitur uf the Entity". A review oI trite m financial information consists of making inquiries, p marily of persons responsible £oz financial and accounnng matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance wtth International Standards on Aodinng, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion,

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all mateñal respects, in accordance with IAS 34.

GRANT THORNTON UAE

DUBAI-U.A.E.

May 14, 2025

Oc 2025 Gran t Thornron UAE - All rights rese rved. Grant Tfio rn ton UAE rep rese nos aII leg al licenses u nder which Grant Thorn ton Audit and Acco un ting Limited corpor ation, A British Virgin Islands ("BVC"} registered Bran ch, oper ate in the UAE These liren ses inc lud e the Abu D habi, Oub ai and Sharjah based branche-s Grant Thornt on Audit and Arcoun t ng him ited - register ed with th e Abu Dhabi Giobal Market - Grant Thorn ton Audit an d Accoun cing Limited Corpor arion BVI - regist ered w irh the Dubai Fin ancial Service s Au thorit y.

"Grant Thornton" refers to t he brand und er wh ich th e Gran t Thornton mem ber firms provid e assur ance, tax and a dvisor y servic es to th e ir clien ts and/or re fers to on e or m ore m em ber frrms, as t he con text requires. GTIL and the m em ber firm s are n ol a war ldwide partnersh ip . GB IL and each member firm is a separar e leg al en tity. Service s are de liver ed by the mem ber firm s. GT iL does not provide services t a c lien ts. GUI L and its m ember firms ar e not agents of, and do not obligat e. one anat Iner and are not ItabIe for one ayat her's acts or om issioos.

Gulf Navigation Holding PJSC and its Subsidiaries

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at March 31, 2025

The interim condensed consolidated Enancial statements were approved by the Bonrd of Directors on May 14, 2025 and signed on its behdf by:

Dr. Abdul Rahman AlAfeeG Ahmad "M.F." A. Al Rilani

Ali Abouda

Board Member

Chief Executive Officer

Chief Financial Officer

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the three months ended March 3t, 2025

March 31,

Bxsic and diluted {AED) 21 (0.010)

Navigation Holding PJSC and its Subsidiaries

INTERIM CONSOMDATED STATEMENT OF CHAINGES IN EQUITY

For the three months ended March 31, 2025

The attached notes 1 to 22 form pact of chesc interim condensed consolidated 6nucJaJ statements.

4

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

For the three months ended March 31, 2025

orEwzrvoxcirmzms

Notes

2035 2024

D'000 D'000

(Tfnaudited) (tlii«iidii«d)

Loss for the period before mx

Adjustments for-

Depreciation o£ vessels, property and equipment Provision for employees' end of service benefits Finance costs

Other non-operating income Other non-operating expense Finance income

Change in faic same of financial assets at FVTPL Operating cash flows before changes in working capital

Inveotodes Trade receivables

Advances and other assets Trade and other payables Cash used in operations

Employees' end of service benefits paid Insurance claim received, net

Net cash flows from operating activities

Proceeds from disposal of financial assets at FVTPL

‹7,592)

10,663

52

20 7,369

(343)

19

19 53

9,988

5

1,519

(3,560)

3,816

11,768

343

(11,483)

5552

21

5§74

1 398)

5085

(2,493) 12,93t (2,23t)

(20)

(2,297}

t73 2J9 (4,t5G)

(tGj)

t2,7I3 8,39G

23,t45

The attached notes 1 to 22 form part of these interim condensed consolidated financial statercrents.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

Gulf Navigation holding PJSC (the "Compan/3 is a public joint stock company since October 30, 2006 as pec the Resolution of che Minisay of Economy No. 425 of 2006 and in accordance with the UAE Fedeml Decree-Law No. (32) of 2021. The Company is listed on the Dubai Financial Market. The Company operates from its of£ice on the 39'^ Floor, API Tdo Tower, Al Barsha, Dubai, United Arab Emimtes ("UAE'3.

The Group is primarily engaged in sea tmnsport of oil and petroleum products and similar commodities, ship charter, shipping lincs of freight and passenger transportation, sea freight and passenger charters, shipping services, sea shipping lines agents, clearing and forwarding services, c s loading and unloading services, cargo packaging, sea cargo services

and ship management operations.

These interim condensed consolidated financial smtcmcnts include the assets, liabilities and results of operations of the Company and its subsidiaries and branches as disclosed in the Group's nnnual consolidated financial statements as at December 31, 2024.

1. BASIS OP PREPARATION AJ'9D CHARGES TO xccowziuo roriciEs
   1. Basis of preparation

      These inteñm condensed consolidated financial smtements for the three months p‹ rod ended March 31, 2025 have been prepared in accordance with IAS 34: Jii6ri»z P'san*a/ om»g.

      The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Group's annual consolidated bnznciK staterrients as at December 31, 2024. In addition, the results for the chree months ended Mnrch 51, 2025 may not be indicative of the results that may be expected for the financial year ending December 31, 202S.

      Most of the transactions of the Group are denominated in US Dollars VSD'3 or currencies pegged to the USD, the functional currency of the entities is USD. However, the inteñm condensed consolidated financial statements of the Group are presented in Arab Emirates Dirhams ("AED'3, which is the presentation currency of the Group. Amounts in USD have been translated into AED at the rnte of USD 1 = AED 3.66 as there is a constant peg between USD and AED. All values are rounded to the nearest thousands ('000) except, where noted otherwise.

      The interim condensed consolidated Enancial statements have been prepared on an accnial basis and under the historical cost convention except £or investments in financial assets at fair value through profit or loss which have been measured at fair value.

      When preparing the interim condensed consolidated financial smtcments, management undertakes n number of judgements, estimates, and assumptions about recognition and measurement of assets, liabilities, income end expenses. The actual results may differ from the judgements, estimates and assumptions made by management.

   2. Going concern

      Pot the three months peñod ended March 31, 2025, the Group incurred a loss of AED 6,909 thousand and as of neat date, its current liabiliñes exceeded its current assets by AED 203,365 thousand.

      The management of the Group has taken into consideration that significant portion of the liabilities relate to the balance hdd with the liquidity provider (Note 14) against treasury shares held by the Company at the reporting date as well as prepared a cash flow forecast for a period of not less than twelve monchs from the date of the issuance of these inteñm condensed consolidated financial statements and has a reasonable expectation that the Group will have adequate resources to continue its operational existence in the foreseeable future. Accordingly, the inteñm condensed consolidated financial statements have been prepared on the basis that the Group will continue as a going concern.

   3. New standards, interpretations and amendments adopted by the Group

The accounting policies adopted in the prepuation of these inteñm condensed consolidated financial statements are consistent with those followed ;n the prepamtion of the Group's annual consolidated financial statements for the year ended December 31, 2024 except for the adoption of new standards effective as off anuary t, 2025 as disclosed below. The Group has not early adopted any other standard, interpremtion or amendment that has been issued but is not yet effective.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

1. BASIS OF PREPARATION AND CHANGES TO ACCOUNTING POMCIE S (continued)
   1. New standards, interpretations and amendments adopted by the Group (continued) Lack of exchangeability - Amendments to IAS 21

      The amendments to IAS 2t The Effects of Changes in Foreign Exchange Rates specify how an entity shouid assess whether a currency is exchangeable and how it should determine a spot exchange date when exchangeability is lacking. The amendments also require disclosure of information chat enables users of its financial statements to understand how the currency not being exchangcable into the other currency affects, or is expected to af£ect, the entity's financial performance, Gnancial position and cash flows.

      The amendments are effective for annual reporting periods beginning on or after January 1, 2025. When applying the amendments, an entity cannot restate compantive information.

      The amendments did not have a material impact on the Group's interim condensed consolidated financial statements.

   2. FaLvMuemeasuiement

      All financial assets and liabilities are stated at amortized cost or historical cost except for invesnncnts in financial assets that are measured at fair value. The fair values of other financial assets and the financial liabilities are not materially different from their carrying values at tf+e reporting date.

      
      
      

      Operating segments are reported in a manner consistent with the internal reporting provided to tJne chief operating decision-maker. The chie£ operating decision-maker has been identified as the Group's Executive Committee who make strategic decisions. The Executive Committee reviews the Group's internal repordng in order to assess performance and allocate resources. Management has determined the operating segments based on these reports, which have not changed from December 31 2024.

      The Group comprises the following main business segments:

      • Use / /›eitrrrrg: Chartefig of vessels to customers;

      • Sb'upping ayd technical sen'ices- Providing agency services to ships calling at ports; and providing workshop services Koi

        boats

      • Carfarate: Includes managcrrient of all divisions and administrañve activities.

        Vessel chartering, shipping and technical services and corporate meet the criteria required by IFRS 8: Oprr•ñag sg*e,iii and reported as separate operating segments.

        Geographical segments

        The Group's Executive Committee does not consider the geographical disaibution of the Group's opentions to be relevant for their internal management analysis and therefore no geographical segment information has been disclosed.

        All operating segments' results, for which discrete financial information is available, are reviewed regularly by the Group's Executive Committee to make decisions about resources to be allocated to the segment and assess their performance.

        NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

        March 31, 2025

2. OPERATING SEGMEJ 'ITS (continued)

   7zree-mantb ended MaroIfi 31, 302a - Uzzaudited

   
   
   

   	odwrelg	selces	Colonize	inaooo
   Revenue	22,892	2,960		(44)	25,808
   Direct costs	(19,938)	(1,248)		44	(21,142)
   General and administrative expenses	(225)	(777)	(4,387)		(5,393)
   Other non-operating income	99		244		343
   Other non-operating expenses			(ss)		(53)
   Finance costs	(7,3G2)		(2)		(7,369)
   Finance income			214		214
   Income tax			6B3	-	683
   Segment loss) / profit	(4,s38)	930	(3,301)	-	(6,909)
   At March 31, 2025 - Unaudited Segment assets	712,597	749	72,204	-	785,550
   Segment liabiliées	(177,747)	(1,950)	(244,525)	-	(424,222)
   		mud
   	Vessel c£orteriiig	seruicei	Co@orate	eliiviiratioy	TataJ
   	D'000	D'000	D'000	D'000	NED'000
   Revenue	22,580	1,298		(44}	23,854
   Direct costs	(26,045)	(t,461)		44	(27,4G2}
   General arid administrative expenses	(492)	(1,25t)	(3,552)		(5,295)
   Other non-operating income	86	I,0S3	19,398		20537
   Other non-operating expenses	(6,685)	-	(12,931)		(1S,616)
   Finance costs	(3,094)	(6)	(2,874)	-	(5974)

   level zeTuucW sexes

   
   
   
   
   
   
   
   
   

   Finance income Segment loss

   X/ Man:/v 3 I, 2024 - Uuazidilsd

   Segment assets Segment liabilities

   - 2,493 - 2,453

   (13,650) (367) 2,534 11,483)

   189,060

   259,47

   4S0G4

   
   
   

   105,289 944 93,118 - 92'?,351

   NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

   March 31, 2025

3. VESSELS, PROPERTY EQUIPMENT

   During the three-month peciod ended March 31, 2025, the Group did not purchase any vessels, property and equipment except for capital expenditure towards dry dock and major maintenance for evo of the Group's vessels amounting to AED 18,23B thousand (2024: one of the Group vessels amounting to AED 12,650 thousand).

   Management had performed a detailed impairment assessment of vessels, property and equipment as at December 31, 2024 and had not identified any impairment. The impairment wa8 assessed by comparing the carrying value o£ vessels with their recoverable amounts, which is the higher o£ fair value less cost of disposal and the value in use. At March 31, 202S management did not identify any indications that vessels, property and equipment may be impaired.

   Depreciation expense has been allocated as follows:

   77zree room:heended March 31

   202S 2024

   
   
   

   ID '000 ID t00

   Direct costs* (Note t7)

   20,655

   8,802

   General and administrative capenses (Note 18) 10

   10,663

   * Includes depreciation related ro dry-docking costs of AED 4,508 thousand (2024: AED 3,229 thousand)

4. GOOD LL

   B,802

   Mexch 31		December 3 I
   2025		2024
   AtfD•000		D'000
   	(Uriaudited)	(Audited)
   Gross carrying value	219,912	21PPt2
   Accumulated impairment loss	(76,M9)	(76,449)
   Net carrying value	140,443	t43,4G3

   The goodwill oJ°AED 135,999 thousand and AED 83,913 thousand that arose at the time of the initial public of£er (IPO) and acquisition o£livestock vessels in 20t 8, respectively, have been allocated to the vessel owning and chartering reporting segment.

   Management had performed a demiled impairment assessment of goodwill as at December 3i, 2024. Based on its assessment, no further impairment loss was recognized in be Group's consolidated financial statements for the year ended December 31, 2024. Management did not identify any indications of impairment to goodwll as at March 31, 2025.

5. Il4COMRTAX

   The major components of income tax for the three months pedods ended March 31, 2025 and 2024 ate:

   
   
   

   Related to origination o£ temporary differences

   zzaudited,] (tjnayidjyed)

   2,653 -

   The deferred tax asset on the interim statement of Enancial position is related to losses carried forward by the Company, including current pedod losses, given that such losses are available indefinitely to be offset against tube mnable income in accordance with the provisions of the UAE Corporate Tax.

   NOTES TO THE INTERIM CONDENSED CONSOI2DATED FINANCIAL STATEMENTS

   March 31, 2025

6. mvwcrs ozHER assaTS

   	March 3s	Dermbr9f
   	202S	2024
   	ARD'000	DO00
   	(Z/naudited)	(Audited)
   Advances to suppliers	30,B99	28,8tG
   Prepayments	3,068	1,730
   Other receivables	1,462	1,323

   Accrued interest on fixed deposit 105

   35,634

   31,84P

7. FINANCIAL ASSETS AT PAIR VALUE THROUGH PROFIT OR LOSS

The Group has invested in quoted equity instruments listed in the UAR for trading purposes, and accordingly, these investments have been classified as fioancial assets at fair value through profit or loss (FVTPL). The movement in the investments in financial assets at FVTPL is as follows:

three montfis

ended Year ended

December 3f,

Cash on hand

Cash at hanks - current accounts

Cash at bank - fixed deposit (with initial matudty of less than 3 months)

80 7?

7,648

33,049

Cach and bank balances

1. SHARR CAPITAL

   40,777

   5,195

   jfitaz 3J Dereuzfi'sr II

   202fi 2024

   A 2D'000 D'000

   (tJ'ziaudired) (Audited)

   Authorised, issued and £ully paid-up share capital 837,595,625 shares (2023: 837,695,625) of AED I each

   857,696 837.696

   NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

   March 3t, 2025

2. TREASURY SHARES

   At the Annual General Assembly held on April 28, 2022, the shareholders of the Company approved the recommendation of the Board of Directors to buy back the Company's shares, not exceeding 10% of its total shares, for the purpose of disposing them in accordance with the decision issued by the Secudties & Commodities Authority g'SCA'3.

   Consequently, the Company acquired 11,150,000 of its own shares through market brokers and agents, which were registered under the Company's name as legal and beneficial holder of those shoes, as well as appointed a liquidity provider to provide liquidity for the Company's securities listed on the DFM as the regulated market by entering two-way daily quotes into the Market Trading System, whereby the Company's shares traded under the liquidity provision agreement would be held under the legal name of the liquidity provider on behalf and for the benefit o£ the Company.

   As at March 31, 2025 and December 31, 2024, the Company has disposed of all shares thnt were acquired under its name. The details of the outstanding treasi y shares held under the name of liquidity provider at the reporting date are as follows:

   Number of eharee Acquisition coet of sharee

   Marah 31	Deceiiiber3 f	March 31	Deieyityr 31
   20H	2024	20H	20z4
   shuree	shares	AHD•000	D'000
   tZfriuudited)	(Edited)	tZ/naudited)	(AialiteJ)

   Treasmy shcres

   40,954,590 40,145.454 1,015 243,046

   In accordance with the signed agreement, the liquidity provider has funded the acquisition of the treasury shares (Note 14).

3. OTI-fT-tR MSERVES

Other reserves include reserve o£ AED 170,788 thousand axeing on issuance of 256,t82 thousand shares of the Company at a discount against settlement of AED 85,394 thousand of liabilities. Other reserves also include AED 7,559 thousand equity adjustment on acquisition of non-controlling interest in 2022 representing the excess o£: purchase consideration over the net carrying value of non-controlling interest as at che date of acquisition.

u mmnmsirEmsmGaosxO GS

Interest-bearing borrowings compdse of term loans obtained by the Group. The movement in the term loans was as

Repayrrients during the period/year

At the end of the period/year

(8,921) (26,907)

264,291 93,605

Curent

20,899

Non-crrenl

119,822 72,70G

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

u mzEessT-aE G BOneowmcs (continued)

At December 31, 2024, the Group had a term loan, which was obtained in 2022 part of a refinancing arrangement with a financial institution to resmicture the Group's borrowings. The Group had incurred arrangement fee of AED 4,t72 thousand, which was being amortised over the term of the loan of 5 years. The loan was subject to compliance with certain financial covenants on quarterly basis, which were all met at December 31, 2024.

On October 22, 2024, the Group signed a new loan facility agreement with a financial institution to refinance its existing term loan. On january t0, 202S the Group received the proceeds of the new facility in the amount of AED t75,680 thousand and early settled the existing loan resulting in a easy settlement fee of AED 4,288 thousand (Note 20. The loan is repayable on a quartedy basis over a period o£ 4 years and bears variable interest rate at prevailing matkct rates.

is COMMITS tENTS AiSfD CO GE CIES

At 31 March 2025, the Group did not have any contingent liabilities or capital commitments (2024: None).

2024

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

48 OBE I RAL AND ADMINISTRATIVE EXPENSES

19 OTHER NON-OPERAzmo iucom wDExcesses

Other non-operating income

Insurance claim income*

Odes

March 31

20H 2024

AED'000 D'000

f nuedited) (Uiiaiidited)

343

1,139

Otbec non•opezat zg expenses

Change in fair value of financial assets at FVTPL (Note 8) Vessel repair*

202fi 2024

D'000 D'fJ00

(fifnaudited) (Ltaaxdit»d)

53 t2§31

6685

53

* During the three months ended March 31, 2024, the Group incurred expenses of AED G,685 thousand with regards to the repair of a vessel as a result of a flood in the engine room, for which the Group was able to claim an amount of AED 19,398 thousand under the vessel's insurance contract.

zo rmwcE costs

2024

Finance costs on:

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

1. BASIC AND DILUTED EARNINGS PER SHARE

   The calculation of basic and diluted earnings per share has been based on the loss for the period and weighted average number of ordinary shares outstanding during the period.

   
   
   

   Loss for the period (AED'000)

   Weighted average number of ordinary shares* (Note t0) ('000) Basic and diluted earnings per shace (AED)

   (6,909) (t1,483)

   798,781 t,133,315

   (0.009) (0.010)

   * The weighted average number of ordinary shares takes into account the weighted average effect of changes in treasury shares during the period.

2. BUSINESS ACQUISITION

On September 25, 2024, the Board of Directors approved the acquisition of companies and assets owned by Brooge Energy Limited by way of cash consideration, issuance of mandatory convertible bonds and issuance of new shares of the Company.

On]anuary 23, 2025, the Board of Directors approved submitting recommendations to the Securities and Commodities Authority ("SCA") concerning the Board's opinion on the valuation of the acquisition transaction and calling the general assembly to convene to consider and/or approve the acquisidon, subject to obtaining the necessary approvals from SCO

On March t3, 2025, following the approval of SCO, the general assembly convened and approved the following with relaaon to the acquisition transaction:

• The acquisition of Brooge Petroleum and Gas Investment Company FZE (Fujairah free zone), Brooge Petroleum and Gas Investment Company Phase III FZE (Fujairah free zone), and BPGIC Phase 3 Limited rebel Ali Free Zone) ("Acquired Companies") for a total consideration of AED 3.2 billion comprising in-kind and cash considerations

• Issuing 358,841,476 new shares with a par value of AED 1.25 in favor o£ Brooge Energy Limited with a one-year lock-up peciod from the date o£ issuance of such shares;

• Issuing mandatory convertible bonds in the amount of AED 2.336 billion in favor of Brooge Energy Limited with a one year lock-up period from the date of converting the bonds to shares; and

The shareholders approved authorizing the Company's Board and any person authoñzed by the Board of Directors to take all actions and steps necessary to permit the closing of the acqNsition nansacfion including signing all documents, completing the capital increase, mahng the required amendments to the Aificles of Association of the Company, and dealing with all governmental enñties and authoñties in this regard.