REGISTERED NUMBER: 11477531 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Period

28 December 2024 to 26 December 2025

for

Brooge Petroleum and Gas Investment

Company (BPGIC) PLC

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Profit or Loss

9

Statement of Profit or Loss and Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

Directors:

A S D AL-AMERI

M SHAHAJAN

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:

Atul Sharma

Auditors:

The GKP Partnership

139 Viglen House

Alperton Lane

Wembley

London

HA01HD

The directors present their strategic report for the year ended 26 December 2025.

The financial statements have been prepared under the historical cost convention, as modified by the specific accounting policies described below.

The financial statements are presented in US Dollars ($), which is the functional currency of the Company.

Principal Activity and Cessation of Trade

Brooge Petroleum and Gas Investment Company (BPGIC) Plc (registered number 11477531) (the "Company") is incorporated in the United Kingdom (the "UK").

The registered office of the Company is at 13th Floor, One Angel Court, London EC2R 7HJ.

The Company acted historically as a holding company formed to facilitate the raising of capital for the purposes of financing the expansion of Brooge Energy Limited (" Brooge Energy"), a NASDAQ listed company, through its subsidiary BPGIC Holdings Limited. 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 Group was 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. Further information on Brooge Energy Limited is located in its website https://broogeenergy.com/

Review of business and future developments

In the previous financial period the company investment in its wholly owned subsidiary, BPGIC Holdings Limited (Cayman) was held by Joint Liquidators, pending repayment of a $75m debt obligation. During the current year these matters were resolved by restructuring the group investment structure and the Company formally ceased to have any economic interest in its former wholly owned subsidiary.

On 27 August 2025 the company formally agreed via a Share Purchase Agreement in the Cayman Islands to sell the legal and beneficial title to the Shares of BPGIC Holdings (Cayman) Ltd. to BPGIC PLC (Cayman), a company incorporated in the Cayman Islands with the registered number WT-423270. The consideration was an agreement to pay all current liabilities of the Company recognising that the Company had a negative net worth at the date of sale with accumulated losses.

In addition, all shareholder creditors and previous group creditors agreed a waiver on amounts recorded as payable by the company.

Any resulting gain or loss has been recognised in the Statement of Comprehensive Income and in the profit and loss statement,

As a consequence, the Company no longer controls any subsidiary undertakings and no longer operates as the parent of an active group.

With no prospect of any ongoing business the Company is planned to be dissolved upon completion of its remaining statutory obligations.

Principal risks and uncertainties

The principal uncertainty remaining at the balance sheet date relates to the completeness and accuracy of amounts recognised and set-off in respect of debt waivers, intercompany balances, asset realisations, taxation matters and potential contingent liabilities.

On behalf of the board:

A S D AL-AMERI - Director

17 September 2026

The directors present their report and the financial statements for the year ended 26 December 2025.

The directors have prepared the financial statements on a basis other than going concern.

In the previous financial period the company investment in its wholly owned subsidiary, BPGIC Holdings Limited (Cayman) was held by Joint Liquidators, pending repayment of a $75m debt obligation. During the current year these matters were resolved by restructuring the group investment structure and the Company formally ceased to have any economic interest in its former wholly owned subsidiary.

On 27 August 2025 the company formally agreed via a Share Purchase Agreement in the Cayman Islands to sell the legal and beneficial title to the Shares of BPGIC Holdings (Cayman) Ltd. to BPGIC PLC (Cayman), a company incorporated in the Cayman Islands with the registered number WT-423270. The consideration was an agreement to pay all current liabilities of the Company recognising that the Company had a negative net worth at the date of sale with accumulated losses.

In addition, all shareholder creditors and previous group creditors agreed a waiver on amounts recorded as payable by the company.

Any resulting gain or loss has been recognised in the Statement of Comprehensive Income and in the profit and loss statement,

As a consequence, the Company no longer controls any subsidiary undertakings and no longer operates as the parent of an active group.

Following consideration of the Company's financial position, the directors determined that there is no realistic prospect of recommencing trading.

The directors have resolved that with no prospect of any ongoing business that it is the best interests of shareholders for the company to be dissolved upon completion of the Company's remaining statutory obligations.

Accordingly, the directors consider that preparation of the financial statements on the going concern basis is not appropriate.

Assets, Creditors and Related Party balances

Assets are stated at their estimated recoverable amounts and liabilities are stated at the amounts expected to be settled in the course of winding up the affairs of the Company. During the period various creditors, including group undertakings and shareholder lenders, agreed to waive amounts due from the company. The directors have reflected such amounts in the financial statements based upon the information available to them. Owing to limitation in available records, independent documentary evidence supporting certain settlements and waivers is not available.

Dividends

No dividends will be distributed for the period ended 26 December 2025.

Events since the end of the period

The directors do not expect the Company to undertake any future trading activities.

Following approval of these financial statements and completion of all statutory obligations, the directors intend to complete dissolution of the Company.

Directors

A S D AL-AMERI has held office during the whole of the period from 28 December 2024 to the date of this report.

Other changes in directors holding office are as follows:

K M A Abdalla - resigned 8 August 2025

M SHAHAJAN - appointed 8 August 2025

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.

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

17 September 2026

Because of the significance of the matters described in the Basis for Disclaimer of Opinion section of our report, we have not been able to consider whether the other information is materially inconsistent with the financial statements or with the knowledge obtained in the course of the audit.

Accordingly, we do not express any conclusion on the other information.

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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report to you if, in our opinion:

- adequate accounting records have not been kept by the Company; 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.

Because of the significance of the matters described in the Basis for Disclaimer of Opinion section of our report, we are unable to determine whether matters requiring reporting under the Companies Act 2006 exist in relation to the matters referred to above.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 is 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.

Accordingly, we do not express an opinion on the 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.

Atul Sharma (Senior Statutory Auditor)

for and on behalf of The GKP Partnership

139 Viglen House

Alperton Lane

Wembley

London

HA01HD

17 September 2026

Continuing operations

Revenue

-

-

Other operating income

2,543,313

-

Administrative expenses

(132,962

)

(148,566

)

Operating profit/(loss)

2,410,351

(148,566

)

Profit/(loss) before income tax

4

2,410,351

(148,566

)

Income tax

5

-

-

Profit/(loss) for the period

2,410,351

(148,566

)

Profit/(loss) for the period

2,410,351

(148,566

)

Other comprehensive income

-

-

Total comprehensive income for the period

2,410,351

(148,566

)

Assets

Non-current assets

Investments

8

-

49,432

Current assets

Cash and cash equivalents

9

-

149

Liabilities

Current liabilities

Trade and other payables

10

21,511

2,421,443

Net current liabilities

(21,511

)

(2,421,294

)

Non-current liabilities

Trade and other payables

10

-

60,000

Net liabilities

(21,511

)

(2,431,862

)

Shareholders' equity

Called up share capital

11

2,049,046

2,049,046

Retained earnings

12

(2,070,557

)

(4,480,908

)

Total equity

(21,511

)

(2,431,862

)

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

A S D AL-AMERI - Director

Called up

share

Retained

Total

capital

earnings

equity

$

$

$

Balance at 29 December 2023

2,049,046

(4,332,342

)

(2,283,296

)

Changes in equity

Total comprehensive income

-

(148,566

)

(148,566

)

Balance at 27 December 2024

2,049,046

(4,480,908

)

(2,431,862

)

Changes in equity

Total comprehensive income

-

2,410,351

2,410,351

Balance at 26 December 2025

2,049,046

(2,070,557

)

(21,511

)

Cash flows from operating activities

Cash generated from operations

1

2,339,470

1,928,965

Cash movement

(2,033,605

)

(3,978,011

)

Net cash from operating activities

305,865

(2,049,046

)

Cash flows from investing activities

Sale of fixed asset investments

49,432

-

Net cash from investing activities

49,432

-

Cash flows from financing activities

Amount withdrawn by directors

(355,446

)

-

Share issue

-

2,049,046

Net cash from financing activities

(355,446

)

2,049,046

Decrease in cash and cash equivalents

(149

)

-

Cash and cash equivalents at beginning of period

2

149

149

Cash and cash equivalents at end of period

2

-

149

1.	Reconciliation of profit/(loss) before income tax to cash generated from operations

Period

Period

28.12.24

29.12.23

to

to

26.12.25

27.12.24

$

$

Profit/(loss) before income tax

2,410,351

(148,566

)

Decrease in trade and other receivables

-

2,049,046

(Decrease)/increase in trade and other payables

(70,881

)

28,485

Cash generated from operations

2,339,470

1,928,965

2.	Cash and cash equivalents

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 26 December 2025

26.12.25

28.12.24

$

$

Cash and cash equivalents

-

149

Period ended 27 December 2024

27.12.24

29.12.23

$

$

Cash and cash equivalents

149

149

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 of financial statements

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, as modified by the specific accounting policies described below. The financial statements are presented in US Dollars ($), which is the functional currency of the Company.

Basis Other Than Going Concern

The directors have prepared the financial statements on a basis other than going concern.

During the year the Company's principal subsidiary remained under control by Cayman liquidators following litigation-related obligations and were resolved by restructuring the group investment structure with the Company formally ceased to have any economic interest in its former wholly owned subsidiary.

As a consequence, the Company no longer controls any subsidiary undertakings and no longer operates as the parent of an active group.

Following consideration of the Company's financial position, the directors determined that there is no realistic prospect of recommencing trading.

The directors have resolved that with no prospect of any ongoing business that it is the best interests of shareholders for the company to be dissolved upon completion of the Company's remaining statutory obligations.

Accordingly, the directors consider that preparation of the financial statements on the going concern basis is not appropriate

Assets are stated at their estimated recoverable amounts and liabilities are stated at the amounts expected to be settled in the course of winding up the affairs of the Company.

Critical Accounting Judgements and Estimates

The preparation of the financial statements requires the directors to make certain judgements and estimates.

In preparing these financial statements, the directors were required to determine the accounting treatment of various balances affected by the liquidation and restructuring process.

Complete supporting documentation was not available in respect of certain historic transactions. Accordingly, management has used the best information available at the date of approval of these financial statements.

The principal areas of judgement relate to:

- the recognition of creditor releases and debt waivers;

- the completeness of liabilities at the reporting date;

- the existence of contingent liabilities; and

- the taxation consequences arising from historic restructuring transactions

Turnover

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. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

- Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

- Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

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 a 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 period ended 26 December 2025 nor for the period ended 27 December 2024.

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

Period

Period

28.12.24

29.12.23

to

to

26.12.25

27.12.24

$

$

Directors' remuneration

-

-

4.	Profit/(loss) before income tax

The profit before income tax (2024 - loss before income tax) is stated after charging:

Period

Period

28.12.24

29.12.23

to

to

26.12.25

27.12.24

$

$

Auditors' remuneration

18,945

12,019

5.	Income tax

Analysis of tax expense

No liability to UK corporation tax arose for the period ended 26 December 2025 nor for the period ended 27 December 2024.

6.	Other income

During the year the Company ceased to have an economic interest in its former subsidiary investment structure following transactions undertaken during the liquidation process of the Company's wholly owned subsidiary undertaking. As a consequence, the Company no longer controls any subsidiary undertakings and no longer operates as the parent of an active group. Any resulting gain or loss has been recognised in the Statement of Comprehensive Income

7.	Investments in subsidiaries

BPGIC (UK) Plc previously held the following subsidiaries:

BPGIC Holdings Limited (Cayman) 100%

Brooge Energy Limited 85.6%

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

During the year the Company ceased to have an economic interest in its former subsidiary investment structure following transactions undertaken during the liquidation process of the Company's wholly owned subsidiary undertaking. As a consequence, the Company no longer controls any subsidiary undertakings and no longer operates as the parent of an active group. Any resulting gain or loss has been recognised in the Statement of Comprehensive Income.

During the year the Company ceased to have an economic interest in its former subsidiary, BPGIC Holdings (Cayman) Ltd following changes in the group investment structure arising from the during the liquidation process of the Company's wholly owned subsidiary undertaking.

During the financial period a restructuring was completed and agreed with the Liquidator in which the company formally agreed via a Share Purchase Agreement in the Cayman Islands, dated 27 August 2025, to sell the legal and beneficial title to the Shares of BPGIC Holdings (Cayman) Ltd. to BPGIC PLC (Cayman), a company incorporated in the Cayman Islands with the registered number WT-423270. The consideration was an agreement to pay all current liabilities of the Company recognising that the Company had a negative net worth at the date of sale with accumulated losses.

Any resulting gain or loss resulting on disposal has been recognised in the Statement of Comprehensive Income.

8.	Investments

Shares in

group

undertakings

$

Cost

At 28 December 2024

49,432

Disposals

(49,432

)

At 26 December 2025

-

Net book value

At 26 December 2025

-

At 27 December 2024

49,432

9.	Cash and cash equivalents

26.12.25

27.12.24

$

$

Bank accounts

-

149

10.	Trade and other payables

26.12.25

27.12.24

$

$

Current:

Trade creditors

-

16,466

Amounts owed to group undertakings

-

2,033,605

Accrued expenses

21,511

75,926

Directors' current accounts

-

295,446

21,511

2,421,443

Non-current:

Directors' loan accounts

-

60,000

Aggregate amounts

21,511

2,481,443

During the year shareholder loans, intercompany balances and creditor balances were released, waived or otherwise extinguished.

The directors have accounted for these transactions as other income within profit and loss using information available to them at the reporting date. Formal documentary evidence supporting certain waivers was not available at the date of approval of the financial statements.

The aggregate carrying value of liabilities released during the year amounted to $21,511.

The resulting credit recognised within the Statement of Comprehensive Income amounted to $2,543,313.

11.	Called up share capital

Allotted and issued:

Number:

Class:

Nominal

26.12.25

27.12.24

value:

$

$

160,000,000

Share capital 1

0.012

8

2,049,046

2,049,046

12.

Reserves

Retained

earnings

$

At 28 December 2024

(4,480,908

)

Profit for the period

2,410,351

At 26 December 2025

(2,070,557

)

13.	Contingent liabilities

The directors are not aware of any material contingent liabilities existing at the reporting date. However, complete documentation relating to certain historic liquidation and restructuring transactions was unavailable. Accordingly, whilst no liability has been recognised in these financial statements, there remains uncertainty as to whether additional liabilities, contingent liabilities or taxation exposures may exist which are presently unknown to the directors. No provision has been recognised in respect of such matters.

14.	Related party disclosures

During the year certain shareholder loans, intercompany balances and creditor balances were released, waived or otherwise extinguished.

The directors have accounted for these transactions using information available to them at the reporting date.

The aggregate carrying value of liabilities released during the year amounted to $21,511.

15.	Events after the reporting period

Following the reporting date, the directors formally confirmed their intention to dissolve the company following completion of statutory obligations.

No further trading activities are anticipated.