20-F/A: Brooge Energy Limited Files Amendment to 20-F Annual Report

Brooge Energy Limited files an amendment to its 20-F annual report to include iXBRL data files omitted from the original submission.

Summary

• Brooge Energy Limited is filing an amendment to its Annual Report on Form 20-F for the year ended December 31, 2024.
• The amendment is solely to furnish the iXBRL data files that were omitted from the initial submission.
• The original Form 20-F was filed on May 1, 2025.
• The company had 109,587,853 ordinary shares outstanding as of the close of the period, with 20,000,000 held in Escrow.
• The company is evaluating a potential sale of its operating subsidiaries in the UAE (the GulfNav Transaction) that could significantly impact our operations, financial condition, and strategic direction.
• On December 27, 2023, BPGIC was served with a court order from a court in the UAE under which the court appointed a Judicial Guardian (JG) over BPGIC.
• On March 5, 2024, the Federal Supreme Court in the United Arab Emirates rejected the appeals filed by representatives of BPGIC FZE relating to the claim and demand for payment from BIA, resulting in an order for BPGIC FZE to pay $130 million, plus four percent interest per annum from December 26, 2023 until the date of payment to BIA.
• On December 22, 2023, the Company reached a settlement with the SEC related to alleged fraudulent accounting and offering conduct by the Company and two of its former officers, and paid a civil money penalty in the amount of $5,000,000.
• On February 5, 2024, a class action complaint was filed in the United States District Court for the Central District of California containing allegations concerning the recognition of revenue similar to those addressed in the Order Instituting Cease and Desist Proceedings, Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing Cease-And-Desist Orders entered by the United States Securities and Exchange Commission on December 22, 2023 In The Matter of Brooge Energy Limited, Nicolaas Lammert Paardenkooper and Lina Saheb.
• For the year ended December 31, 2024, the Company generated revenue from operations of $76.5 million, a profit and total comprehensive income of $4.5 million and an Adjusted EBITDA of $54.3 million.
• As at December 31, 2024, the Company had total assets of $485.7 million.

Sentiment

Score: 4

Explanation: The document presents a mixed picture. While the company achieved a net profit, there are significant legal and financial challenges, including a major judgment against BPGIC and ongoing class action litigation. The decrease in revenue and gross profit also contributes to a negative outlook.

Positives

• The company generated a profit of $4.5 million for the year ended December 31, 2024.
• The company generated Adjusted EBITDA of $54.3 million for the year ended December 31, 2024.

Negatives

• BPGIC is subject to a court order to pay $130 million plus interest to BIA.
• The Company settled with the SEC for $5 million related to alleged fraudulent accounting.
• A class action complaint has been filed against the Company.
• The company is evaluating a potential sale of its operating subsidiaries in the UAE (the GulfNav Transaction) that could significantly impact our operations, financial condition, and strategic direction.
• BPGIC is under Judicial Guardianship in the UAE.

Risks

• The potential sale of operating subsidiaries (GulfNav Transaction) carries integration and regulatory risks.
• BPGIC's Judicial Guardianship could lead to decisions harmful to the Company and its shareholders.
• BPGIC's limited operating history makes it difficult to evaluate financial performance.
• The company is reliant on storage customers for the majority of its revenues.
• The company is subject to restrictive covenants in the Bond Financing Facility that may limit its operating flexibility.
• The company has material weaknesses in its internal control over financial reporting.

Future Outlook

The company is in the early stages of Phase III, a major expansion in the Port of Fujairah and has commenced early preparation works. The Company is also in the advanced stages of planning the Green Hydrogen and Green Ammonia Project, which aims to produce up to 700,000 MT of green ammonia per annum once fully completed.

Industry Context

The Port of Fujairah is a key bunkering location in the MENA region and the second largest bunkering hub in the world, making BPGIC strategically positioned.

Management Changes

Corporate Governance

Legal Proceedings

• BPGIC is currently subject to a judgment in respect of amounts purportedly owed by BPGIC to Al Brooge International Advisory Sole Proprietorship LLC (BIA).
• On February 5, 2024, a class action complaint was filed in the United States District Court for the Central District of California encaptioned Eric White v. Brooge Energy Limited F/K/A Brooge Holdings Limited F/K/A Twelve Seas Investment Company, Nicolaas L. Paardenkooper, Saleh Yammout, Syed Masood Ali, Burgese Viraf Parekh, Lina Saheb, Dimitri Elkin, Neil Richardson, Stephen N. Cannon, and Paul Ditchburn.

Related Party Transactions

• The Committee has decided to be conservative on the BIA relationship and hence has considered BIA to be a related party throughout the years until further supporting documentation is obtained to prove otherwise.

Stakeholder Impact

• Shareholders face risks related to the potential sale of operating subsidiaries and the Judicial Guardianship of BPGIC.
• Creditors face risks related to the company's technical breach of covenants under the Bond Terms.
• Customers may be impacted by the company's legal and financial challenges.

Next Steps

• The company is in the early stages of Phase III, a major expansion in the Port of Fujairah and has commenced early preparation works.
• The Company is also in the advanced stages of planning the Green Hydrogen and Green Ammonia Project, which aims to produce up to 700,000 MT of green ammonia per annum once fully completed.
• Management and respective advisors are engaged in discussions with its bondholders and prospective lenders to restructure or reschedule the upcoming bullet payment.
• The Group is also in advanced discussions regarding a potential settlement arrangement for BIA that would further strengthen its financial position.

Key Dates

Keywords

Brooge Energy, 20-F, iXBRL, Judicial Guardianship, BPGIC, GulfNav Transaction, Financial Results, SEC Settlement, Class Action, Oil Storage, Fujairah