IRIS Accounts Productionv24.2.0.38311477531Board of DirectorsBoard of Directors29.12.2228.12.2328.12.23The company was formed to facilitate the rising of capital for the purposes of financing the expansion of the Group.00truefalsetruetruefalsefalsefalsefalseAuditors Opinion00Ordinary0.01280 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh114775312022-12-28114775312023-12-28114775312022-12-292023-12-28114775312021-12-28114775312021-12-292022-12-28114775312022-12-2811477531ns15:EnglandWales2022-12-292023-12-2811477531ns14:USDollar2022-12-292023-12-2811477531ns10:Director12022-12-292023-12-2811477531ns10:Director22022-12-292023-12-2811477531ns10:PublicLimitedCompanyPLC2022-12-292023-12-2811477531ns10:FullIFRS2022-12-292023-12-2811477531ns10:Audited2022-12-292023-12-2811477531ns10:ResidualCompaniesActDisclosuresWithIFRS2022-12-292023-12-2811477531ns10:FullAccounts2022-12-292023-12-2811477531ns10:OrdinaryShareClass12022-12-292023-12-2811477531ns10:CompanySecretary12022-12-292023-12-2811477531ns10:RegisteredOffice2022-12-292023-12-2811477531ns10:Director32022-12-292023-12-2811477531ns10:Director42022-12-292023-12-2811477531ns10:Director52022-12-292023-12-2811477531ns5:CurrentFinancialInstruments2023-12-2811477531ns5:CurrentFinancialInstruments2022-12-2811477531ns5:Non-currentFinancialInstruments2023-12-2811477531ns5:Non-currentFinancialInstruments2022-12-2811477531ns5:ShareCapital2023-12-2811477531ns5:ShareCapital2022-12-2811477531ns5:RetainedEarningsAccumulatedLosses2023-12-2811477531ns5:RetainedEarningsAccumulatedLosses2022-12-2811477531ns5:ShareCapital2021-12-2811477531ns5:RetainedEarningsAccumulatedLosses2021-12-2811477531ns5:RetainedEarningsAccumulatedLosses2021-12-292022-12-2811477531ns5:RetainedEarningsAccumulatedLosses2022-12-292023-12-2811477531ns10:OrdinaryShareClass12023-12-2811477531ns5:RetainedEarningsAccumulatedLosses2022-12-281147753112022-12-292023-12-28

REGISTERED NUMBER: 11477531 (England and Wales)













Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 28 December 2023


for



Brooge Petroleum and Gas Investment
Company (bpgic) plc


Brooge Petroleum and Gas Investment

Company (bpgic) plc (Registered number: 11477531)







Contents of the Financial Statements

for the Year Ended 28 December 2023





Page



Company Information  

1



Strategic Report  

2



Report of the Directors  

4



Report of the Independent Auditors  

6



Statement of Profit or Loss  

8



Statement of Profit or Loss and Other

Comprehensive Income

9



Statement of Financial Position  

10



Statement of Changes in Equity  

11



Notes to the Financial Statements

12




Brooge Petroleum and Gas Investment

Company (bpgic) plc


Company Information

for the Year Ended 28 December 2023









Directors:

K M A Abdalla


A S D AL-AMERI





Secretary:

A S D AL-AMERI





Registered office:

C/O Tmf Group


13th Floor


One Angel Court


London


EC2R 7HJ





Registered number:

11477531 (England and Wales)





Senior statutory auditor:

Mr Atul K Sharma





Auditors:

The GKP Partnership


Ground Floor


Chiswick Gate,


598 -608 Chiswick High Road


London


W4 5RT


Brooge Petroleum and Gas Investment

Company (bpgic) plc (Registered number: 11477531)


Strategic Report

for the Year Ended 28 December 2023


Principal Activity, General Information and Tax Status


Brooge Petroleum and Gas Investment Company (BPGIC) Plc (registered number 11477531) (the "Company") is incorporated in the United Kingdom (the "UK"). The Company and its subsidiaries are collectively referred to as the "Group". The registered office of the Company is at 13th Floor, One Angel Court, London EC2R 7HJ.


The Company was formed to facilitate the raising of capital for the purposes of financing the expansion of the Group.  The Company owns 85.6% (2022: 85.6 %) of Brooge Energy Limited (" Brooge Energy"), a NASDAQ listed company, through its subsidiary BPGIC Holdings Limited.


The Group is focused on providing oil storage and related services at the Port of Fujairah in the Emirate of Fujairah in the United Arab Emirates ("UAE") via Brooge Energy's subsidiary Brooge Petroleum and Gas Investment Company FZE ("BPGIC FZE"). BPGIC FZE is a free zone company registered and incorporated on 10 February 2013 in Fujairah, UAE.


BPGIC Holdings Limited, Cayman Islands was incorporated on 9 October 2019 as a Company Limited by Shares under incorporation no. MC-356203. The registered office of this entity is at P.O Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.


Brooge Energy Limited ("Brooge Energy"), is a company with limited liability registered as an exempted company in the Cayman Islands. The registered office of the Company is at P.O Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Brooge Energy's principal executive office is located at P.O Box 50170, Al-Sodah, Khorr Fakkan Road, Fujairah, UAE.


The common stock and warrants of Brooge Energy Limited are traded on the NASDAQ Capital Markets under the ticker symbols BROG and BROGW. Further information on Brooge Energy Limited is located in its website https://broogeenergy.com/.


Key Performance Indicators (KPI's)

The following KPI's are reviewed by management in group indicators:


Debt/Equity ratio


KPI


2022


Debt/Equity ratio


Less than 5 times


Over ten times


Net Current Assets


Greater than $0


Net Current Liabilities over $2m



The taxable income of the company is subject to the general tax rate applicable in the UK however, there is no tax charge or deferred tax asset/liability recorded in these financial statements.


Review of business

The directors recognise that the company has net current liabilities at the year end and that it made  an operating loss  in the year. On the basis of the net liabilities situation, they do not recommend the payment of a dividend. The directors' assessment of going concern is included in the Report of the Directors.


Future developments


Subject to further restructuring, disposal of assets or subsidiaries for resolution of group debt obligations as per Notes 6 and 14 the directors do not expect any significant changes to the activity of the company or Group in the forthcoming year.



Brooge Petroleum and Gas Investment

Company (bpgic) plc (Registered number: 11477531)


Strategic Report

for the Year Ended 28 December 2023


Principal risks and uncertainties

As the company & Group develops, the principal risk that is constantly monitored by management is its liquidity risk. The repayment of its bond liability is dependent on the ability of the Brooge Petroleum and Gas Investment Company FZE group to generate sufficient cash flows from its future operations. As described in Note 14, the group is currently restructuring in order to satisfy past debts. Further details on how the group manages risk is detailed in the notes to the financial statements for Brooge Energy Limited.


On behalf of the board:






A S D AL-AMERI - Director



29 August 2024


Brooge Petroleum and Gas Investment

Company (bpgic) plc (Registered number: 11477531)


Report of the Directors

for the Year Ended 28 December 2023


The directors present their report with the financial statements of the company for the year ended 28 December 2023.


Going Concern


Whilst there is a material uncertainty regarding Going Concern, as outlined by Notes 6 and 14 in these financial statements, the Directors believe, after due and careful enquiry, that the Company has sufficient resources to continue in operational existence for the foreseeable future, and therefore consider it appropriate to adopt the going concern basis in preparing the financial statements.


Reporting Date


The Group subsidiaries and the main operating companies have a 31 December year-end, three days after the year-end of Brooge Petroleum and Gas Investment Company (BPGIC) Plc.  Given that this difference of three days and the transactions were not material, the holding company reporting date of 28th December is adopted as the reporting date for the Financial statements of the group.


Dividends

No dividends will be distributed for the period ended 28 December 2023.


Events since the end of the year

year

Information relating to events since the end of the period is given in the notes to the financial statements.

Furthermore, as described in the notes, the company's investment in BPGIC Holdings Limited (Cayman) is not currently under the control of BPGIC (UK) Plc since they are now held by Joint Liquidators, pending repayment of a USD75m debt obligation. As the PLC holds 85.6% of shares in Brooge Energy Limited (NASDAQ) via the investment in BPGIC Holdings Limited (Cayman) the assets and liabilities ultimately to be retained by the PLC remain uncertain until such matters are resolved. Accordingly, these financial statements have been prepared on a standalone basis.


Directors

The directors who have held office during the period from 29 December 2022 to the date of this report are as follows:


Dr K B A Handawi - resigned 31 May 2023

Dr I Ismail - resigned 29 August 2023

Ms L Saheb - resigned 28 August 2023

K M A Abdalla - appointed 28 August 2023

A S D AL-AMERI - appointed 31 May 2023


Statement of directors' responsibilities

The directors are responsible for preparing the Strategic Report, 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 UK-adopted international accounting standards. 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;
-state that the financial statements comply with IFRS;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.


Brooge Petroleum and Gas Investment

Company (bpgic) plc (Registered number: 11477531)


Report of the Directors

for the Year Ended 28 December 2023


Statement of directors' responsibilities - continued

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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Auditors

The auditors,  The GKP Partnership, will be proposed for re-appointment at the forthcoming Annual General Meeting.


On behalf of the board:






A S D AL-AMERI - Director



29 August 2024


Report of the Independent Auditors to the Members of

Brooge Petroleum and Gas Investment

Company (bpgic) plc


Disclaimer of Opinion


We were engaged to audit the financial statements of Brooge Petroleum and Gas Investment Company ( BPGIC) PLC (the 'company') for the year ended 28 December 2023 which comprise the Statement of Profit or Loss, Other Comprehensive Income, the Balance Sheet, and the Statement of Changes in Equity, 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 International Financial Reporting Standards (IFRSs) as adopted by the UK.

We do not express an opinion on the accompanying financial statements of the company. Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

Basis for disclaimer of opinion

As described in Notes 6 and 14 the company investment in BPGIC Holdings Limited (Cayman) is not currently under the control of BPGIC (UK) Plc since they are now held by Joint Liquidators, pending repayment of a $75m debt obligation.  As the PLC holds 85.6% of shares in Brooge Energy Limited (NASDAQ) and the rest of the group entities via the investment in BPGIC Holdings Limited (Cayman) the assets and liabilities ultimately to be sold, disposed, or retained by the PLC remain uncertain until such matters are resolved. As a result of these pervasive and material matters, we are unable to determine the value of the investment in subsidiary or the balances ultimately receivable or payable to group undertakings.in order to determine possible adjustments that may be required in these financial statements


Opinions on other matters prescribed by the Companies Act 2006

Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit:


- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception


Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the strategic report or the directors' report.


Arising from the limitation of our work referred to above:

- we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

- we were unable to determine whether adequate accounting records have been kept.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- 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.


Report of the Independent Auditors to the Members of

Brooge Petroleum and Gas Investment

Company (bpgic) plc



Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on pages four and five, 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. Our responsibility is to conduct an audit of the company's financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor's report.


However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.


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.


Irregularities due to fraud are inherently more difficult to detect, therefore our procedures may be unable to detect all such irregularities.


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.





Mr Atul K Sharma (Senior Statutory Auditor)

for and on behalf of The GKP Partnership

Ground Floor

Chiswick Gate,

598 -608 Chiswick High Road

London

W4 5RT


29 August 2024


Brooge Petroleum and Gas Investment

Company (bpgic) plc (Registered number: 11477531)


Statement of Profit or Loss

for the Year Ended 28 December 2023



28.12.23


28.12.22


Notes

$   

$   



Continuing operations

Revenue

-


-




Other operating income

-


64,932



Administrative expenses

(235,201

)

(39,996

)


Operating (loss)/profit

(235,201

)

24,936



(Loss)/profit before income tax

4

(235,201

)

24,936




Income tax

5

-


-



(Loss)/profit for the year

(235,201

)

24,936




Brooge Petroleum and Gas Investment

Company (bpgic) plc (Registered number: 11477531)


Statement of Profit or Loss and Other Comprehensive Income

for the Year Ended 28 December 2023



28.12.23


28.12.22

$   

$   



(Loss)/profit for the year

(235,201

)

24,936




Other comprehensive income

-


-



Total comprehensive income for the

year

(235,201

)

24,936




Brooge Petroleum and Gas Investment

Company (bpgic) plc (Registered number: 11477531)


Statement of Financial Position

28 December 2023



28.12.23


28.12.22


Notes

$   

$   


Assets

Non-current assets

Investments

7

49,432


49,432



Current assets

Trade and other receivables

8

2,049,046


1,803,641



Cash and cash equivalents

9

149


4,527



2,049,195


1,808,168




Liabilities

Current liabilities

Trade and other payables

10

4,321,923


3,905,695



Net current liabilities

(2,272,728

)

(2,097,527

)


Non-current liabilities

Trade and other payables

10

60,000


-



Net liabilities

(2,283,296

)

(2,048,095

)


Shareholders' equity

Called up share capital

11

2,049,046


2,049,046



Retained earnings

12

(4,332,342

)

(4,097,141

)


Total equity

(2,283,296

)

(2,048,095

)



The financial statements were approved by the Board of Directors and authorised for issue on 29 August 2024 and were signed on its behalf by:





K M A Abdalla - Director




A S D AL-AMERI - Director



Brooge Petroleum and Gas Investment

Company (bpgic) plc (Registered number: 11477531)


Statement of Changes in Equity

for the Year Ended 28 December 2023



Called up



share


Retained


Total


capital


earnings


equity

$   

$   

$   


Balance at 29 December 2021

2,049,046


(4,122,077

)

(2,073,031

)



Changes in equity

Total comprehensive income

-


24,936


24,936



Balance at 28 December 2022

2,049,046


(4,097,141

)

(2,048,095

)



Changes in equity

Total comprehensive income

-


(235,201

)

(235,201

)


Balance at 28 December 2023

2,049,046


(4,332,342

)

(2,283,296

)



Brooge Petroleum and Gas Investment

Company (bpgic) plc (Registered number: 11477531)


Notes to the Financial Statements

for the Year Ended 28 December 2023



1.

Statutory information



Brooge Petroleum and Gas Investment Company (BPGIC) PLC is a public limited company, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.


2.

Accounting policies



Basis of preparation


These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.    



Cash and cash equivalents.


Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly liquid investments with original maturities of three months or less (as at their date of acquisition).  Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.



Cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position.



Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

3.

Employees and directors



There were no staff costs for the year ended 28 December 2023 nor for the year ended 28 December 2022.



The average number of employees during the year was NIL (2022 - NIL).



28.12.23


28.12.22

$   

$   



Directors' remuneration

-


-




4.

(Loss)/profit before income tax



The loss before income tax (2022 - profit before income tax) is stated after charging:


28.12.23


28.12.22

$   

$   



Auditors' remuneration

12,807


12,167




5.

Income tax



Analysis of tax expense


No liability to UK corporation tax arose for the year ended 28 December 2023 nor for the year ended 28 December 2022.


Brooge Petroleum and Gas Investment

Company (bpgic) plc (Registered number: 11477531)


Notes to the Financial Statements - continued

for the Year Ended 28 December 2023


6.

Investments in subsidiaries



BPGIC (UK) Plc has the following subsidiaries:



BPGIC Holdings Limited (Cayman) 100%


Brooge Energy Limited (NASDAQ) 85.6%


The link to the accounts and public information of the Nasdaq listed company is as follows: https://broogeenergy.com/.



As described in Note 14 these investments are not currently under the control of BPGIC (UK) Plc


7.

Investments


Shares in


group


undertakings

$   



Cost


At 29 December 2022


and 28 December 2023

49,432




Net book value


At 28 December 2023

49,432




At 28 December 2022

49,432




8.

Trade and other receivables



28.12.23


28.12.22

$   

$   



Current:


Called up share capital not paid

2,049,046


1,803,641




9.

Cash and cash equivalents



28.12.23


28.12.22

$   

$   



Bank accounts

149


4,527




10.

Trade and other payables



28.12.23


28.12.22

$   

$   



Current:


Trade creditors

-


13,624




Amounts owed to group undertakings

3,962,570


3,892,071




Accrued expenses

63,907


-




Directors' current accounts

295,446


-



4,321,923


3,905,695




Brooge Petroleum and Gas Investment

Company (bpgic) plc (Registered number: 11477531)


Notes to the Financial Statements - continued

for the Year Ended 28 December 2023


10.

Trade and other payables - continued



28.12.23


28.12.22

$   

$   



Non-current:


Directors' loan accounts

60,000


-





Aggregate amounts

4,381,923


3,905,695




11.

Called up share capital



Allotted and issued:


Number:

Class:

Nominal

28.12.23


28.12.22


value:

$   

$   



160,000,000

Share capital 1

0.012

8

2,049,046


2,049,046




12.

Reserves


Retained


earnings

$   




At 29 December 2022

(4,097,141

)



Deficit for the year

(235,201

)



At 28 December 2023

(4,332,342

)




13.

Related party disclosures



Directors'current and loan accounts in note 10 are due to SBD International LP, a company wholly owned by the Directors.


14.

Events after the reporting period


On March 5, 2024, the Federal Supreme Court in United Arab Emirates confirmed a further debt obligation that BPGIC FZE pay Al Brooge International Advisory - (BIA) $130 million, plus four percent interest per annum from December 26, 2023, until the date of payment and that BIA may proceed to enforce the judgment against BPGIC FZE's assets.

The Directors and shareholders continue to progress discussion with the various parties for concluding an amicable resolution of these debt obligations and for the UAE based operating entities, are considering multiple options including bank financing and possible mergers.