REGISTERED NUMBER: 03442494 (England and Wales)

Midgulf Services Limited

Report of the Directors and

Audited Financial Statements for the Year Ended 31 December 2025

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

6

Balance Sheet

7

Statement of Changes in Equity

8

Notes to the Financial Statements

9

DIRECTORS:

Dr M Z Dajani

Mr A Badr

SECRETARY:

Ms R Valiukevic

REGISTERED OFFICE:

Suite 162

Catalyst House

720 Centennial Court

Elstree

Borehamwood

WD6 3SY

REGISTERED NUMBER:

03442494 (England and Wales)

AUDITORS:

Rawi & Co Associates Ltd

128 Ebury Street

London

SW1W 9QQ

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of worldwide trading in fertilisers and related raw materials.

EVENTS SINCE THE END OF THE YEAR

Due to the current situation in the Middle East, there is uncertainty in the shipping industry. The company has not entered into any new contracts since the beginning of the year. However, the company has adequate resources to meet the day to day expenses.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

Dr M Z Dajani

Mr A Badr

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Report of the Directors 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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;

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Rawi & Co Associates Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Dr M Z Dajani - Director

17 April 2026

Opinion

We have audited the financial statements of Midgulf Services Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (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; and

-	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 Auditors' 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.

Conclusions relating to going concern

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.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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 Report of the Directors.

We have nothing to report in respect of the following matters where 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page two, 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 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.

Auditors' responsibilities for the audit of the financial statements

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 a Report of the Auditors 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or misrepresentations, or through collusion.

We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Radwan Rawi (Senior Statutory Auditor)

for and on behalf of Rawi & Co Associates Ltd

128 Ebury Street

London

SW1W 9QQ

22 April 2026

TURNOVER

8,630,857

29,957,018

Cost of sales

(8,287,893

)

(28,892,187

)

GROSS PROFIT

342,964

1,064,831

Administrative expenses

(282,011

)

(414,557

)

OPERATING PROFIT

4

60,953

650,274

Interest payable and similar expenses

5

(28,477

)

(592,739

)

PROFIT BEFORE TAXATION

32,476

57,535

Tax on profit

(8,053

)

(14,384

)

PROFIT FOR THE FINANCIAL YEAR

24,423

43,151

FIXED ASSETS

Tangible assets

6

478

957

CURRENT ASSETS

Debtors

7

2,563,550

3,932,191

Cash at bank

82,461

96,748

2,646,011

4,028,939

CREDITORS

Amounts falling due within one year

8

(729,999

)

(2,137,709

)

NET CURRENT ASSETS

1,916,012

1,891,230

TOTAL ASSETS LESS CURRENT LIABILITIES

1,916,490

1,892,187

PROVISIONS FOR LIABILITIES

(120

)

(240

)

NET ASSETS

1,916,370

1,891,947

CAPITAL AND RESERVES

Called up share capital

450,000

450,000

Retained earnings

9

1,466,370

1,441,947

SHAREHOLDERS' FUNDS

1,916,370

1,891,947

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

The financial statements were approved by the Board of Directors and authorised for issue on 17 April 2026 and were signed on its behalf by:

Dr M Z Dajani - Director

Called up

share

Retained

Total

capital

earnings

equity

$

$

$

Balance at 1 January 2024

450,000

1,398,796

1,848,796

Changes in equity

Total comprehensive income

-

43,151

43,151

Balance at 31 December 2024

450,000

1,441,947

1,891,947

Changes in equity

Total comprehensive income

-

24,423

24,423

Balance at 31 December 2025

450,000

1,466,370

1,916,370

1.	STATUTORY INFORMATION

Midgulf Services Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the US Dollar ($).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Turnover recognition

Recognition and measurement

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services.

Sales are recognised at the point in time when the company satisfies its performance obligation by transferring control over the promised goods to the customer, which is usually when the goods are delivered to the customer, risk of obsolescence and loss have been transferred to the customer and the customer has accepted the goods.

Interest income

Interest income is accrued on a time basis by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.

Tangible fixed assets

Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses.

Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows.

Plant and machinery 20% p.a

Taxation

A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period.

Current and deferred tax assets and liabilities are not discounted.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Transactions in foreign currencies are initially recorded in the entity's functional currency by applying the spot exchange rate ruling at the date of the transaction.

At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

Debtors

Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts.

Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.

Creditors

Short term creditors are measured at transaction price (which is usually the invoice price).

Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.

Provisions

Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

4.	OPERATING PROFIT

The operating profit is stated after charging:

31.12.25

31.12.24

$

$

Depreciation - owned assets

479

1,225

Operating lease rentals - land and buildings

84,449

74,714

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.25

31.12.24

$

$

Bank interest

28,477

592,739

6.	TANGIBLE FIXED ASSETS

Plant and

machinery

$

COST

At 1 January 2025

and 31 December 2025

25,781

DEPRECIATION

At 1 January 2025

24,824

Charge for year

479

At 31 December 2025

25,303

NET BOOK VALUE

At 31 December 2025

478

At 31 December 2024

957

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

$

$

Trade debtors

2,541,688

2,722,761

Other debtors

21,862

40,018

Amounts owed by group undertakings

-

1,169,412

2,563,550

3,932,191

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

$

$

Trade creditors

-

1,845,895

Other creditors

53,149

277,124

Amounts owed to group undertakings

668,676

-

Corporation tax

8,174

14,690

729,999

2,137,709

9.

RESERVES

Retained

earnings

$

At 1 January 2025

1,441,947

Profit for the year

24,423

At 31 December 2025

1,466,370

10.	RELATED PARTY DISCLOSURES

Midgulf International Limited -Parent company

31.12.2025

31.12.2024

$

$

Management fee charged

129,906

232,323

Amount due from related party

-

1,169,412

Amount due to related party

668,676

Midgulf International Limited prepares consolidated financial statements which include the results of Midgulf Services Limited. Copies of consolidated financial statements of Midgulf International Limited are available from the company's registered in Cyprus.

11.	POST BALANCE SHEET EVENTS

There have been no events after the balance sheet date which require adjustment to, or disclosure in, the financial statements.

12.	ULTIMATE CONTROLLING PARTY

In the opinion of the directors the ultimate parent company is Cesaria Investments Limited, a company incorporated in Cyprus.

There is no ultimate controlling party.

13.	PRESENTATION CURRENCY

The company maintains its accounting records in US dollars and therefore the financial statements have been prepared in US dollars. The Bank of England rate of exchange as at 31 December 2025 was £1=US$1.3451 (31 December 2024 £1 = US$ 1.2529)

14.	PRINCIPAL PLACE OF BUSINESS

The address of the company's principal place of business and registered office is:

Suite 162

Catalyst House

720 Centennial Court

Elstree

Borehamwood

WD6 3SY

England