Core Viewpoint - Brooge Energy Limited intends to voluntarily delist its ordinary shares from the Nasdaq Capital Market and subsequently deregister with the SEC, citing the lack of an active trading market and the associated costs and regulatory burdens as key reasons for this decision [1][3]. Group 1: Delisting and Deregistration Process - The company plans to file a Form 25 with the SEC and Nasdaq around June 9, 2025, with the last day of quotation expected to be around June 19, 2025 [1]. - Following the delisting, Brooge Energy Limited will file a Form 15 with the SEC on or about June 19, 2025, to suspend its reporting obligations under the Exchange Act [2]. - The formal deregistration of the company's securities is expected to become effective 90 days after the filing of Form 15 [2]. Group 2: Reasons for Delisting - The decision for delisting and deregistration was made by the company's Board of Directors, based on a review of factors including the lack of an active trading market and the significant operating expenses related to compliance with SEC and Nasdaq requirements [3]. Group 3: Company Overview - Brooge Energy Limited is a Cayman Islands-based infrastructure provider engaged in Clean Petroleum Products, Biofuels, and Crude Oil storage services [4]. - The company operates through its subsidiary BPGIC FZE, located strategically outside the Strait of Hormuz at the Port of Fujairah in the UAE, differentiating itself with fast order processing, excellent customer service, and high accuracy blending services [4].

Core Viewpoint - Brooge Energy Limited (BEL) has entered into a conditional sale and purchase agreement to sell 100% of its subsidiaries, Brooge Petroleum and Gas Investments Company FZE and Brooge Petroleum and Gas Investment Company Phase III FZE, to Gulf Navigation Holding PJSC for approximately USD 884 million [1][3][5] Group 1: Acquisition Details - The acquisition is part of GulfNav's strategy to enhance its position in the energy sector by expanding storage and logistics capabilities through BPGIC Group's advanced infrastructure [2] - The total consideration for the transaction is approximately USD 884 million (AED 3,245 million), which includes cash, shares, and mandatory convertible bonds [3][5] - The cash component includes approximately USD 125.3 million, with USD 65 million going into a Completion Escrow Account and USD 60 million for settling certain liabilities [5][6] Group 2: Conditions and Completion - Completion of the transaction is subject to several conditions, including shareholder approval from GulfNav and necessary regulatory approvals [5][6] - The transaction is expected to close within five business days after all conditions are satisfied or waived [7][8] - Both parties will provide customary warranties typical in similar transactions [7] Group 3: Company Backgrounds - Brooge Energy Limited is based in the Cayman Islands and specializes in clean petroleum products, biofuels, and crude oil storage, operating through its subsidiary BPGIC FZE located in Fujairah, UAE [10] - Gulf Navigation Holding PJSC is a prominent maritime and shipping company based in Dubai, UAE, with a diverse fleet and comprehensive services in the maritime industry [11]

Financial Obligations and Costs - BPGIC's obligations under the Bond Financing Facility are secured by substantially all of its assets, and failure to comply with covenants may lead to immediate repayment of indebtedness [137]. - BPGIC's fixed costs for operations are expected to be covered by fixed storage fees, but profit margins may decrease if costs rise without corresponding fee increases [138]. - Increased wage costs in the oil storage industry could negatively impact BPGIC's profit margins if not offset by higher customer utilization of ancillary services [139]. - BPGIC's fixed costs for the Green Hydrogen and Green Ammonia Project will also be covered by fixed storage fees, but profit margins may fluctuate with changing costs [142]. - The Company faces higher costs associated with being a public entity, including legal and compliance expenses, which may impact financial performance [153]. - The Company incurred a civil money penalty of $5,000,000 as part of a settlement with the SEC related to alleged fraudulent accounting practices [159]. - BPGIC is required to pay $130 million to Al Brooge International Advisory, with a 4% annual interest from December 26, 2023, following a final court judgment [160]. Capital Investments and Financing - The Company plans significant capital investments for future expansions, including Phase III and the Green Hydrogen and Green Ammonia Project, which may require substantial funding [147]. - BPGIC may need to utilize a combination of internally generated cash and external borrowings to meet financing requirements for capital investments [149]. Shareholder and Governance Issues - The Company does not expect to pay cash dividends for the foreseeable future, despite previous intentions to do so [155]. - BPGIC Holdings controls approximately 85.6% of the Company's voting equity and is currently in official liquidation, which may impact corporate governance and decision-making [177]. - The Company may issue additional Ordinary Shares or equity securities without shareholder approval, potentially diluting existing shareholders' interests [162]. - The issuance of additional shares could decrease cash available per share and diminish voting strength for existing shareholders [165]. - The concentration of ownership by BPGIC Holdings may discourage changes in control, potentially depriving shareholders of premium opportunities [178]. - The Company's corporate governance practices may provide less protection to shareholders compared to U.S. standards [174]. Regulatory and Legal Risks - A class action complaint has been filed against the Company, alleging revenue recognition issues, which could adversely affect its financial condition and operations [161]. - The enforcement of foreign judgments in the Cayman Islands may be limited, affecting the Company's ability to respond to U.S. court rulings [164]. - The legal and regulatory environment in the UAE is not fully matured, which may create uncertainties affecting the Group's ability to enforce contracts and defend against claims [203]. Economic and Environmental Risks - The Company's operations are entirely based in the UAE, making it susceptible to regional political and economic conditions [179]. - The UAE Corporate Tax Law will impose a standard rate of 9% on taxable income exceeding AED 375,000 starting from June 1, 2023, with the Group's effective implementation date being January 1, 2024 [199]. - The Group's operations are subject to complex environmental laws and regulations, which could result in unexpected costs and liabilities if not complied with [192]. - The Group is exposed to physical risks from climate change, including extreme weather events that could disrupt its facilities and operations [191]. - Political unrest in the MENA region poses risks that could adversely affect the Group's business and financial performance [181]. - Fluctuations in energy prices significantly impact the UAE's economic growth, which could adversely affect the Group's financial condition [180]. - The Group's business operations could be disrupted by terrorist attacks or natural disasters, potentially leading to increased operational costs [186]. - Compliance with future environmental regulations may require significant capital expenditures, impacting the Group's financial condition [194]. - The Group's business could be adversely affected by violations of anti-corruption laws, leading to potential civil and criminal penalties [195]. Currency and Interest Rate Risks - The Group's revenues are entirely based in US dollars, while operating costs are incurred in UAE dirhams, exposing the business to potential adverse effects from currency fluctuations if the fixed exchange rate is adjusted or removed [201]. - The Group's financial condition may be negatively impacted by arbitrary governmental actions, including potential expropriation of property without adequate compensation [202]. - The Group's exposure to interest rate risk primarily relates to its secured loan with floating interest rates, while its bonds are issued at a fixed rate [638]. - The Group does not have significant exposure to currency risk as most contracts and financing arrangements are denominated in US dollars or AED, which is pegged to the US dollar [642]. Risk Management and Insurance - The Group manages liquidity risk through a recurring liquidity planning tool that considers projected financing requirements and cash projections from operations [643]. - The Group's operations are insured under a comprehensive insurance program covering various risks, including property damage and business interruption [646]. - Management believes the insurance coverage is appropriate for the Group's business type and meets statutory requirements [647].

Financial Obligations and Risks - BPGIC's obligations under the Bond Financing Facility are secured by substantially all of its assets, and failure to comply with covenants may lead to foreclosure on these assets [136]. - The Company may face challenges in securing external financing due to market conditions and its financial health, which could hinder growth [152]. - The Group's capital structure is monitored using a gearing ratio, which includes lease liabilities, borrowings, and accrued interest [683]. - The Group's exposure to credit risk is primarily related to bank balances and receivables, with maximum exposure equal to the carrying amount of these instruments [685]. - As of December 31, 2023, the Group is in technical breach of certain covenants under Bond Terms, which could lead to immediate repayment demands from lenders [692]. - The Group has not defaulted on any payments since the Bond issuance, despite being in technical breach of covenants [694]. Operational Costs and Profit Margins - BPGIC's fixed costs for operations are expected to be covered by fixed storage fees, but profit margins may decrease if costs rise without corresponding fee increases [138]. - Increased wage costs in the oil storage industry could negatively impact BPGIC's profit margins if not offset by higher service fees [139]. - BPGIC's fixed costs for future phases are expected to remain stable, but any significant changes in costs could affect profit margins [142]. - The Company is subject to higher costs associated with being a public entity, which may impact its financial performance and operational efficiency [156]. Legal and Regulatory Issues - A class action complaint was filed against Brooge Energy Limited regarding revenue recognition, which could adversely impact the company's business and financial results [165]. - The enforcement of foreign judgments in the Cayman Islands may be limited, affecting the ability to enforce U.S. court judgments against the company [172]. - Changes in the UAE legal and regulatory environment could materially impact the Group's business and financial condition [223]. Corporate Governance and Shareholder Rights - The company's corporate governance practices differ from U.S. standards, potentially providing less protection to shareholders [182]. - The controlling shareholder has substantial influence over the company, and their interests may not align with those of other shareholders [192]. - The concentration of ownership by BPGIC Holdings may discourage changes in control that could benefit other shareholders [194]. - The company's Amended and Restated Memorandum and Articles of Association contain provisions that may inhibit takeovers, potentially limiting shareholder rights [180]. Environmental and Climate Risks - The Group is exposed to physical risks associated with climate change, including extreme weather events that could damage facilities and disrupt operations [209]. - Compliance with environmental, health, and safety regulations may incur significant costs and liabilities for the Group [211]. - The Group has developed strategies to manage transition risks related to climate change, including diversifying its business to support energy transition projects [209]. - The Group's insurance may not be sufficient to cover all potential costs associated with operational disruptions or environmental liabilities [212]. Financial Performance and Future Outlook - The Company plans significant capital investments for future expansions, including Phase III and the Green Hydrogen and Green Ammonia Project, which may require substantial funding [149]. - The UAE Corporate Tax Law will impose a standard rate of 9% on taxable income exceeding AED 375,000 starting from January 1, 2024, which may adversely affect the Group's financial condition [220]. - The Group's operations are currently tied to the US dollar, and any adjustment or removal of the fixed exchange rate with the UAE dirham could materially impact its financial results [221]. - Fluctuations in energy prices are crucial for economic growth in the UAE, and a decline in economic performance could adversely impact the Group's financial condition [196]. - The Group's activities expose it to price risk due to the volatility of Warrants, which are publicly traded on the Nasdaq Capital Market [679]. Internal Controls and Management Changes - As of December 31, 2023, the company concluded that its disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting [695]. - Material weaknesses identified include insufficient controls over the financial reporting process and the absence of an audit committee [698]. - Management has engaged an external adviser to audit internal controls and has established an Audit Committee to address these weaknesses [699]. - The company appointed a new management team in 2023 and 2024 to oversee the upgrading and improvement of internal controls over financial reporting [701]. - The material weaknesses will not be considered remediated until controls operate effectively for a sufficient period and management confirms their effectiveness through testing [700].

Management Changes - On November 10, 2024, Brooge Energy Limited appointed Ines Bezaznia as the Chief Financial Officer and Interim Chief Executive Officer[4] Regulatory Requirements - The company is required to file annual reports under Form 20-F[3]

Core Viewpoint - Brooge Energy Ltd is currently facing compliance issues with Nasdaq due to the failure to file its Form 20-F for the year ended December 31, 2023, but has a timeframe to rectify this situation [1][2][3] Company Overview - Brooge Energy Ltd is a Cayman Islands-based infrastructure provider engaged in Clean Petroleum Products, Biofuels, and Crude Oil storage services [1][4] - The company operates through its subsidiary, Brooge Petroleum and Gas Investment Company FZE (BPGIC), located strategically at the Port of Fujairah in the UAE [1][4] - BPGIC differentiates itself by offering fast order processing, excellent customer service, and high accuracy blending services with low product losses [4] Compliance and Regulatory Issues - The company received a notice from Nasdaq indicating non-compliance with Listing Rule 5250(c)(1) due to the late filing of its Form 20-F [1][2] - Brooge Energy has 60 calendar days to submit a plan to regain compliance, with a potential extension of up to 180 days if the plan is accepted [2] - The delay in filing is attributed to a board restructure and involvement in a proposed acquisition process [3] Proposed Acquisition - Brooge Energy is evaluating a proposal from a company listed on the Dubai Financial Market to acquire all its businesses and assets [3] - If the acquisition is successful, the closing is estimated to occur in the 3rd or 4th quarter of 2024 [3]

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Financial Data and Key Metrics Changes - Revenue for the first six months ending June 30, 2023, totaled $62.9 million, an increase of 122% compared to $28.4 million for the same period in 2022 [10] - Gross profit for the first half of 2023 was $51.8 million, a 191% increase from $17.8 million in the first half of 2022, with a gross profit margin improvement to 82% from 63% [28] - Net profit for the first six months of 2023 was $37.4 million or $0.42 per share, compared to $3.9 million or $0.04 per share for the same period in 2022 [29] - Total equity attributable to shareholders was $142.5 million as of June 30, 2023, up from $105.1 million as of December 31, 2022 [11] Business Line Data and Key Metrics Changes - Revenue primarily consists of fixed storage and handling fees, with variable fees for ancillary services contributing to a lesser extent [10] - The company provided storage capacity of 1,001,388 cubic meters to various oil traders and producers [10] Market Data and Key Metrics Changes - The company is strategically located in a high-demand oil storage geography, which has been key to its growth and profitability [12] Company Strategy and Development Direction - The company plans to expand its storage facilities at the Fujairah terminal, aiming to become one of the largest independent oil storage facilities in the region [13] - The company is developing a Green Ammonia plant to contribute to global decarbonization targets, recognizing the potential of Green Ammonia as a clean carrier of Green Hydrogen [15] - A partnership with Siemens Energy is underway to build a photovoltaic solar farm to supply renewable energy for the Green Ammonia project [16] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism regarding the proposed acquisition by Gulf Navigation Holdings PJSC, which aims to enhance growth and provide integrated logistical services [18] - The proposed acquisition is still in the early stages, with due diligence being conducted [37] Other Important Information - The Board of Directors is searching for a permanent CEO while an office of the CEO has been established to temporarily assume the role [31] - The Green Ammonia project is expected to have a production capacity of up to 1,950 tons per day, with a focus on securing off-take agreements in Europe and Asia [34][35] Q&A Session Summary Question: How will public warrant holders be treated if the Gulf Navigation deal moves forward? - The treatment of public warrant holders will be discussed with advisors before and if a transaction occurs, as the proposal is still in the initial stages of evaluation [39]

Financial Data and Key Metrics Changes - The company reported a revenue growth of 95% year-over-year to USD 81.5 million in 2022, up from USD 41.8 million in 2021 [9][40] - Adjusted EBITDA increased to USD 54 million in 2022, compared to USD 32.4 million in 2021, representing 66% of revenue [58] - Net profit for 2022 was USD 27.2 million, a 6% increase from USD 25.7 million in 2021 [20] Business Line Data and Key Metrics Changes - The company provided storage capacity of 1,001,388 CBM and related services to 14 customers, generating USD 76 million in storage revenue and USD 1.9 million in ancillary revenue [9][17] - Gross profit increased to USD 56.8 million in 2022, up from USD 26.8 million in 2021, primarily due to the availability of Phase II storage [18] Market Data and Key Metrics Changes - The company regained compliance with NASDAQ listing standards, allowing it to continue trading on the exchange [8][13] - The company is in advanced stages of planning a green hydrogen and green ammonia project, aiming to produce up to 700,000 metric tonnes of green ammonia per annum [35] Company Strategy and Development Direction - The company is considering expanding its storage facilities with a feasibility study for Fujairah Phase III, which would position it as one of the largest independent oil storage facilities in the region [34] - The management is focused on innovation and strategic partnerships, including a partnership with Siemens Energy [11] Management Comments on Operating Environment and Future Outlook - Management provided revenue guidance for over USD 125 million for 2023, an increase of at least 53% year-over-year, based on near 100% contracted storage capacity [36] - The company is addressing material weaknesses in internal controls over financial reporting and has implemented a remediation plan [50] Other Important Information - The company ended 2022 with USD 8.3 million in cash and cash equivalents, total assets of USD 473.7 million, and total liabilities of USD 88.5 million [44] - General and administrative expenses increased by 111% to USD 15.7 million in 2022, primarily due to legal and professional fees [42] Q&A Session Summary Question: When shall we expect the 2022 company financials and restated financials to be filed? - The company filed the audited financials for 2021 and 2022 on April 26, 2023, including restatement of prior years [45] Question: How much debt is on your balance sheet at the end of 2022? - The company had USD 280 million in total current liabilities, with USD 171.7 million related to borrowings [60] Question: Have the bondholders called an event of default or exercised their put option? - The bondholders have not called an event of default, and the company is in constant communication with them to seek waivers on certain technical breaches [61] Question: What steps has the company taken to remedy identified material weaknesses? - The company has put in place a remediation plan to address the identified material weaknesses in internal controls [50] Question: What is the status of the proposed go-private transaction? - The company engaged Grant Thornton for a fairness opinion, and any transaction will require approval from the Board and key stakeholders [52]

Financial Obligations and Structure - BPGIC's obligations under the Bond Financing Facility are secured by substantially all of its assets, with a maximum issue size of $250 million and an initial issuance of $200 million [195]. - The Phase II Financing Facility amounts to $95.3 million, aimed at funding capital expenditures for Phase II [259]. - The company has established a liquidity account with a balance of $8,500,000 to cover interest payments due on the first interest payment date [223]. - The company’s capital structure includes shareholders' equity and debt, with borrowings under the Financing Facilities disclosed in the audited financial information for the period ended December 31, 2022 [1161]. - Total borrowings as of December 31, 2022, amounted to $173.52 million, a decrease from $182.78 million in 2021, representing a reduction of approximately 4.5% [1175]. - Lease liabilities increased to $90.87 million in 2022 from $89.78 million in 2021, reflecting a growth of about 1.2% [1175]. - Accounts payable and other payables (excluding accrued interest) rose to $93.90 million in 2022, up from $86.30 million in 2021, indicating an increase of approximately 8.5% [1175]. - Total due from related parties decreased slightly to $358.30 million in 2022 from $358.86 million in 2021, a decline of about 0.2% [1175]. Operational Risks and Challenges - The Company expects a large portion of future expenses related to the operation of the BPGIC Terminal to be relatively fixed, impacting profit margins if costs change [176]. - If the Company is unable to maintain its margins, it could have a material adverse effect on its business and financial condition [179]. - The Company relies on third-party vendors for its information technology systems, which could pose risks if these vendors cease operations or fail to meet the Company's needs [180]. - The Company’s business continuity procedures may not adequately prevent or mitigate network failures or disruptions [180]. - The Company’s profit margins could be affected by wage increases before it can amend its storage and ancillary service fees [177]. Compliance and Reporting - The Company has not filed required Annual Reports on Form 20-F for fiscal years ended December 31, 2021, and December 31, 2022, due to an ongoing investigation by the SEC [189]. - The Company is classified as an emerging growth company and may take advantage of reduced reporting requirements under the JOBS Act until it no longer meets the criteria [193]. - The company’s financial reporting is prepared in accordance with International Financial Reporting Standards [185]. Insurance and Risk Management - The company maintains a comprehensive insurance program covering property damage, business interruption, and various liabilities, ensuring adequate protection for its operations [1176]. - Premiums for the insurance program are allocated based on insured values and claims history, ensuring compliance with statutory requirements [1177]. Strategic Projects - The company is focused on developing a Green Hydrogen and Green Ammonia Project in Abu Dhabi, utilizing solar power for renewable fuel production [221]. - The Phase I of the BPGIC Terminal consists of 14 oil storage tanks with an aggregate capacity of approximately 0.399 million m [227]. Currency and Liquidity Management - The company does not anticipate changes in interest rates affecting its bonds, as they are not linked to fluctuating rates [1163]. - The company’s contracts, cash activities, and financing arrangements are primarily denominated in US dollars or AED, minimizing currency risk [1169]. - The company is managing liquidity risk through a recurring liquidity planning tool that considers projected financing requirements during the construction phase [1170]. Customer and Credit Risk - The company has a low credit risk exposure with only five customers as of December 31, 2022, and the expected credit loss on trade and other receivables is considered insignificant for 2022 [1166]. - The company has entered into multiple commercial storage agreements with various customers, enhancing its operational capacity [262].