Board of Directors’ Report for the Year Ended December 31, 2025

The Directors submit their report and audited consolidated financial statements of Gulf Navigation Holding PJSC (“the Company”) and its subsidiaries (collectively referred to as “the Group”) for the year ended December 31, 2025. These will be laid before the shareholders at the Annual General Meeting of the Company, which is scheduled to be held sometime within the first half of 2026.

Principal activities

The Group is primarily engaged in storage and related services, marine transportation of commodities, chartering vessels, shipping services, marine transport under special passenger and merchant contracts, clearing and forwarding services and container loading, unloading, discharging and packaging services.

Acquisition

On November 27, 2025, the Company successfully completed its acquisition of BPGIC FZE and BPGIC Phase III FZE (together, “BPGIC”).

The acquisition of BPGIC has been accounted for as a reverse acquisition under IFRS. Accordingly, the consolidated financial statements present BPGIC’s financial information, with Gulf Navigation Holding PJSC’s results included only from the acquisition date. Comparative figures reflect BPGIC’s information only.

Results

In 2025, the Group recorded significant growth in its asset base and shareholders’ equity following the successful acquisition of BPGIC and the related share capital issuance, further strengthening the Group’s financial position and expanding its infrastructure platform.

Revenue and gross profit improved during the year, supported by higher asset utilization, the award of new contracts. This reflects continued improvement in the Group’s operating performance and strengthening commercial fundamentals.

Furthermore, part of the Group’s operating cash flows and generated revenues during the year were strategically allocated towards the development of Phase III expansion project, which will add 1.1 million cbm of storage capacity, exceeding the combined capacity of Phases I and II. This expansion is expected to strengthen the Group’s long‑term revenue visibility, operational scale, and future earnings potential.

The reported decrease in Net Profit for the year came primarily as a result of non‑recurring, one‑off transaction‑related legal and advisors’ costs. The impact is non‑operational and reflects the accounting and transaction‑related effects of the Group’s strategic expansion.

The Group remains focused on strengthening both its operational and financial performance, supported by disciplined execution of its growth strategy, continued infrastructure expansion, and commitment to delivering sustainable long‑term value to shareholders.

Directors

The Directors of the Company during the year were as follows:

Name of Directors Board Position Date of Appointment End of Term
H.E. Suhail Suhail Almazrouei Chairman November 7, 2025
Mr. Rasool Salman Dawood Alameri Vice Chairman November 20, 2025
Dr. Khalifa Saif Jumaa Saif Almehairbi Board Member September 11, 2023
Mr. Mohammed Althawadi Board Member April 30, 2025
Eng. Rudina Al Hamzye Board Member November 3, 2025
Mr. Kamal Pharran Board Member December 17, 2025
H.H. Sheikh Theyab Bin Tahnoon Bin Mohammad Al Nahyan Chairman April 28, 2022 November 24, 2025
Dr. Abdul Rahman Al Afifi Vice Chairman April 28, 2022 November 17, 2025
Mr. Abdel Hadi Al Sadi Board Member July 3, 2024 November 4, 2025
Ms. Grace Wong Board Member February 14, 2024 March 19, 2025

Auditors

The consolidated financial statements of the Group have been audited by Grant Thornton.

On behalf of the Board of Directors


H.E. Suhail Almazrouei Chairman of the Board
Saif Alhazaimeh Chief Executive Officer
Tamer Akkad Chief Financial Officer