UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2023
Commission File Number 001-39171
BROOGE ENERGY LIMITED
(Translation of registrant’s name into English)
c/o Brooge Petroleum and Gas Investment Company
FZE
P.O. Box 50170
Fujairah, United Arab Emirates
+971 9 201 6666
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
On September 29, 2023, Brooge Energy Limited
(the “Company”) issued a press release announcing unaudited financial results for the six months ended June 30, 2023.
The Company’s management will host a conference call on Monday, October 9, 2023 at 10 a.m. ET and requests that all questions be
submitted to BROG@KCSA.com by Wednesday, October 4, 2023 at 8 p.m. ET.
The full text of the
press release is furnished as Exhibit 99.1 hereto.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
BROOGE ENERGY LIMITED |
|
|
|
Date: September 29, 2023 |
By: |
/s/ Paul Ditchburn |
|
|
Name: Paul Ditchburn
Title: Chief Financial Officer |
Exhibit
99.1
Brooge Energy Reports 2023 First Six
Months Revenue of USD 62.9 Million, an Increase of 122% as Compared to 2022 First Six Months
Total comprehensive income for the
period totaled USD 37.4 million or USD 0.42 per basic and diluted earnings per share
Global demand for oil storage drives
higher fixed storage rates
Management will host a conference
call on Monday, October 9th at 10 a.m. ET
NEW
YORK, Sept. 29, 2023 (GLOBE NEWSWIRE) -- Brooge Energy Ltd, (“Brooge Energy” or the “Company”) (NASDAQ: BROG),
a Cayman Islands-based infrastructure provider, which is currently engaged in clean petroleum products and biofuels and crude oil storage
and related services, announced today its financial results for the first six months ending June 30, 2023. Management will host a conference
call on Monday, October 9, 2023 at 10 a.m. ET and requests that all questions be submitted to BROG@KCSA.com by Wednesday, October 4,
2023 at 8 p.m. ET.
“Demand for oil storage remains
very strong given the current global economic environment and we are benefiting not only from our strategic location, but also from our
high-quality infrastructure and automated technology. For the first half of 2023, we are pleased to report revenue growth of 122% when
compared to the previous year’s period. Our business benefited from higher fixed storage rates resulting in a net profit of USD
37.4 million or USD 0.42 per basic and diluted share, which is 8.6 times higher than the previous corresponding period. These positive
results have been achieved while maintaining our exceptional health, safety and environment record, an achievement the Company is very
proud of,” said Paul Ditchburn, Chief Financial Officer and Chair to the Office of the Chief Executive Officer of Brooge Energy.
Financial Results for the First Six
Months Ending June 30, 2023
Gross profit for the first six months
of 2023 totaled USD 51.8 million, an increase of 191%, as compared to USD 17.8 million for the first six months of 2022. Gross profit
margin improved to 82% for the first six months of 2023 as compared to 63% for the first six months of 2022.
This gross profit increase was mainly
attributable to revenue growth, which was driven by obtaining higher storage rates. Revenue for the first six months ending June 30, 2023
totaled USD 62.9 million as compared to USD 28.4 million for the first six months ending June 30, 2022, an increase of 122% over the previous
corresponding period. Revenue primarily consists of fixed storage and handling fees, and to a less extent variable fees for ancillary
services provided under a contract with its customers. Brooge Energy provided storage capacity of 1,001,388 cbm and related services to
numerous oil traders and producers.
For the first six months ending June
30, 2023 the Company reported net profit for the period of USD 37.4 million or USD 0.42 per basic and diluted share as compared to USD
3.9 million or USD 0.04 per basic and diluted earnings per share for the first six months ending June 30, 2022.
As of June 30, 2023 the Company had
cash and cash equivalents of USD 3.7 million and a restricted bank balance of USD 15.7 million. Total equity attributable to the shareholders
totaled USD 142.5 million as of June 30, 2023 as compared to USD 105.1 million as of December 31, 2022.
Project Update and Highlights:
The Company announced it has successfully
completed the Feasibility Study conducted by EY for its Green Ammonia Project in Abu Dhabi, United Arab Emirates, which aims to
produce up to 700,000 MT of green ammonia per annum once fully completed. Green ammonia has gained widespread recognition as an efficient
and clean carrier of green hydrogen, poised to play a crucial role in meeting global decarbonization targets by 2050. The Green Ammonia
Project is led by Brooge Energy Limited’s 100% owned subsidiary Brooge Renewable Energy, which aims to produce renewable, carbon-free
fuel using solar power. The Company recently announced that the technical study of its plant conducted by Thyssenkrupp Uhde has been completed
and delivered.
In
March 2023, Brooge Energy was awarded “Best Specialist Liquid Bulk Terminal of the
Year 2023” and
“Safe and Secure Terminal of the Year” at The Global Ports Forum Awards, a highly respected
ceremony within the global ports and terminal industry, in Dubai, UAE.
Conference Call Details
Date: Monday, October 9, 2023
Time: 10:00 a.m. Eastern Time
Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1636497&tp_key=d7de7d3bfa
Dial-In Number: 1-877-425-9470 or 1-201-389-0878
UAE Toll Free: 800 035 703 290
Conference ID: 13741507
Deadline to Submit Questions: Wednesday,
October 4, 2023 at 8 p.m. ET
Email to Submit Questions: BROG@KCSA.com
Replay: 1-844-512-2921 or 1-412-317-6671
(Access ID: 13741507)
About Brooge Energy Limited
Brooge
Energy Ltd, is a Cayman Islands-based infrastructure provider now intending to focus on renewable energy infrastructures and biofuels,
next to clean petroleum products, crude oil storage and related services. The company conducts its business and operations through its
subsidiaries Brooge Renewable Energy (BRE), Brooge Petroleum and Gas Investment Company FZE (BPGIC), and Brooge Petroleum and Gas Investment
Company Phase 3 FZE. BPGIC, the Company’s primary operating subsidiary that focuses on midstream oil storage and other services,
is strategically located outside the Strait of Hormuz at the Port of Fujairah in the Emirate of Fujairah in the UAE. The Company differentiates
itself from competitors by providing customers with fast order processing times, excellent customer service and high accuracy blending
services with low product losses. For more information, please visit at www.broogeenergy.com.
Forward-Looking
Statements
This press release contains statements
that are not historical facts, including the Company’s anticipated shift towards green energy and targeted production at BRE’s
planned Green Hydrogen and Green Ammonia plant and constitute “forward-looking statements” within the meaning of the safe
harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such statements reflect management’s current views
based on certain assumptions, and they involve risks and uncertainties. Actual results, events or performance may differ materially from
the forward-looking statements due to a number of important factors, and will be dependent upon a variety of factors, including availability
of labor and other resources needed to for completion of the new plant, timing of obtaining regulatory approvals needed with respect to
the new facility, the Company’s ability to complete construction and initiate operations of the new facility on the anticipated
timeline or at all, the Company’s ability to maintain the lease for the new facility, and other risks described in public reports
filed by Brooge Energy with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Brooge Energy does not undertake any obligation to update or revise the forward-looking
statements, whether as a result of new information, future events or otherwise.
Investor Contact
KCSA Strategic Communications
Valter Pinto, Managing Director
+1 212-896-1254
BROG@kcsa.com
Brooge Energy Limited
Unaudited Interim Condensed Consolidated Statement of Comprehensive
Income
Period Ended June 30, 2023
(Figures in USD)
| |
June 30,
2023 | | |
June 30,
2022 | |
| |
(6 Months) | | |
(6 Months) | |
Revenue | |
| 62,912,327 | | |
| 28,399,372 | |
Direct costs | |
| (11,142,519 | ) | |
| (10,634,706 | ) |
Gross profit | |
| 51,769,808 | | |
| 17,764,666 | |
| |
| | | |
| | |
Other income | |
| 122,516 | | |
| 23,154 | |
General and administration expenses | |
| (11,984,485 | ) | |
| (5,690,986 | ) |
Finance costs | |
| (10,604,446 | ) | |
| (14,577,131 | ) |
Changes in fair value of derivative financial instruments | |
| 4,236,668 | | |
| 1,916,269 | |
Change in estimated fair value of derivative warrant liability | |
| 3,827,570 | | |
| 4,458,069 | |
Profit for the period | |
| 37,367,631 | | |
| 3,894,041 | |
Other comprehensive income | |
| Nil
| | |
| Nil | |
Total comprehensive income for the period | |
| 37,367,631 | | |
| 3,894,041 | |
Basic and diluted earnings per share | |
| 0.42 | | |
| 0.04 | |
Brooge Energy Limited
Unaudited Interim Condensed Consolidated Statement of Financial
Position
As at June 30, 2023
(Figures in USD)
| |
June 30,
2023 | | |
December 31,
2022 | |
ASSETS | |
| | |
| |
| |
| | |
| |
Current Assets | |
| | |
| |
Cash and cash equivalents | |
| 3,702,332 | | |
| 940,925 | |
Restricted bank balance | |
| 7,166,795 | | |
| 7,319,056 | |
Trade accounts receivable | |
| 17,299,953 | | |
| 5,275,047 | |
Inventories | |
| 340,271 | | |
| 315,576 | |
Other receivable and prepayments | |
| 1,791,122 | | |
| 724,093 | |
Total Current Assets | |
| 30,300,473 | | |
| 14,574,697 | |
| |
| | | |
| | |
Non-Current Assets | |
| | | |
| | |
Restricted bank balance | |
| 8,500,000 | | |
| 8,500,000 | |
Property, plant and equipment | |
| 439,379,303 | | |
| 426,040,639 | |
Derivative financial instrument | |
| 13,499,964 | | |
| 9,263,296 | |
Advances to contractor | |
| 15,006,262 | | |
| 15,223,215 | |
Total Non-Current Assets | |
| 476,385,529 | | |
| 459,027,150 | |
Total Assets | |
| 506,686,002 | | |
| 473,601,847 | |
| |
| | | |
| | |
LIABILITIES AND EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Trade and accounts payable | |
| 19,293,465 | | |
| 17,242,748 | |
Contract liabilities | |
| 6,494,933 | | |
| 6,222,055 | |
Other payable | |
| 74,253,965 | | |
| 74,253,965 | |
Derivative warrant liability | |
| 418,210 | | |
| 4,245,780 | |
Borrowings | |
| 166,096,134 | | |
| 171,696,134 | |
Lease liabilities | |
| 6,696,445 | | |
| 6,316,342 | |
Total Current Liabilities | |
| 273,253,152 | | |
| 279,977,024 | |
| |
| | | |
| | |
Non-Current Liabilities | |
| | | |
| | |
Borrowings | |
| 1,584,536 | | |
| 1,782,603 | |
Lease liabilities | |
| 87,011,275 | | |
| 84,557,069 | |
Employees’ end of service benefits | |
| 284,438 | | |
| 134,200 | |
Asset retirement obligation | |
| 2,090,278 | | |
| 2,056,259 | |
Total Non-Current Liabilities | |
| 90,970,527 | | |
| 88,530,131 | |
| |
| | | |
| | |
Equity | |
| | | |
| | |
Share capital | |
| 8,804 | | |
| 8,804 | |
Share premium | |
| 101,777,058 | | |
| 101,777,058 | |
Statutory reserve | |
| 680,643 | | |
| 680,643 | |
Retained earnings | |
| (30,395,969 | ) | |
| (67,763,600 | ) |
Shareholder’s account | |
| 70,391,787 | | |
| 70,391,787 | |
Total Equity Attributable to the Shareholders | |
| 142,462,323 | | |
| 105,094,692 | |
Total Liabilities and Equity | |
| 506,686,002 | | |
| 473,601,847 | |
Brooge Energy Limited
Unaudited Interim Condensed
Consolidated Statement of Cash Flows
Period Ended June 30, 2023
(Figures in USD)
| |
June 30,
2023 | | |
June 30,
2022 | |
| |
(6 Months) | | |
(6 Months) | |
Cash Flow from Operating Activities | |
| | |
| |
| |
| | |
| |
Profit for the period | |
| 37,367,631 | | |
| 3,894,041 | |
| |
| | | |
| | |
Adjustments for: | |
| | | |
| | |
Depreciation of property, plant and equipment | |
| 6,325,285 | | |
| 6,244,880 | |
Interest on borrowings | |
| 8,952,688 | | |
| 9,225,972 | |
Interest on lease liabilities | |
| 1,543,341 | | |
| 1,515,936 | |
Provision for employees’ end of services benefits | |
| 180,867 | | |
| 108,179 | |
Change in estimated fair value of derivative warrant liability | |
| (3,827,570 | ) | |
| (4,458,069 | ) |
Changes in fair value of derivative financial instruments | |
| (4,236,668 | ) | |
| (1,916,269 | ) |
Asset retirement obligation - accretion expense | |
| 34,019 | | |
| 32,930 | |
Expected credit losses of trade accounts receivables | |
| 3,313,538 | | |
| Nil | |
Write-off of trade accounts receivables | |
| 927,519 | | |
| Nil | |
| |
| | | |
| | |
Changes in operating assets and liabilities | |
| | | |
| | |
Increase in trade accounts and other receivable and prepayments | |
| (17,332,992 | ) | |
| (5,640,482 | ) |
Increase in inventories | |
| (24,695 | ) | |
| (27,006 | ) |
(Decrease) / Increase in trade accounts and other payable | |
| (5,920,283 | ) | |
| 17,004,529 | |
Increase in contract liabilities | |
| 272,878 | | |
| 2,458,296 | |
Payment of employees’ end of services benefits | |
| (30,629 | ) | |
| Nil
| |
Net cash flows generated from operating activities | |
| 27,544,929 | | |
| 28,442,937 | |
| |
| | | |
| | |
Cash Flow from Investing Activities | |
| | | |
| | |
| |
| | | |
| | |
Amount withdrawn from restricted bank account | |
| 152,261 | | |
| 3,106,502 | |
Purchase and capitalization of property, plant and equipment | |
| (7,530,827 | ) | |
| (15,489,367 | ) |
Net cash flows used in investing activities | |
| (7,378,566 | ) | |
| (12,382,865 | ) |
| |
| | | |
| | |
Cash Flow from Financing Activities | |
| | | |
| | |
| |
| | | |
| | |
Proceeds from borrowings | |
| Nil | | |
| 3,105,092 | |
Repayment of borrowings | |
| (7,198,067 | ) | |
| (7,728,288 | ) |
Payment of lease liabilities | |
| (2,503,822 | ) | |
| (3,056,444 | ) |
Interest paid on borrowings | |
| (7,703,067 | ) | |
| (8,241,981 | ) |
Movement in shareholder’s account | |
| Nil
| | |
| (574,868 | ) |
Net cash flows used in financing activities | |
| (17,404,956 | ) | |
| (16,496,489 | ) |
| |
| | | |
| | |
Net change in cash and cash equivalents | |
| 2,761,407 | | |
| (436,417 | ) |
Cash and cash equivalents at beginning of the period | |
| 940,925 | | |
| 1,452,316 | |
Cash and cash equivalents at end of the period | |
| 3,702,332 | | |
| 1,015,899 | |
5
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