Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2020shares | |
Document Information Line Items | |
Entity Registrant Name | Brooge Energy Ltd |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 109,587,754 |
Amendment Flag | false |
Entity Central Index Key | 0001774983 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2020 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-39171 |
Entity Incorporation, State or Country Code | E9 |
Entity Interactive Data Current | Yes |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Profit or loss [abstract] | |||
Revenue | $ 41,831,537 | $ 44,085,374 | $ 35,839,268 |
Direct costs | (12,944,760) | (10,202,465) | (9,607,360) |
GROSS PROFIT | 28,886,777 | 33,882,909 | 26,231,908 |
Listing expenses | (101,773,877) | ||
General and administrative expenses | (6,456,884) | (2,608,984) | (2,029,260) |
Finance costs | (8,306,150) | (5,730,535) | (6,951,923) |
Other income | 828,332 | ||
Change in fair value of derivative warrant liability | 2,547,542 | 1,273,740 | |
Change in fair value of derivative financial instruments | (340,504) | (328,176) | (1,190,073) |
NET PROFIT/(LOSS) | 17,159,113 | (75,284,923) | 16,060,652 |
Other comprehensive income | |||
PROFIT/(LOSS) AND TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR | $ 17,159,113 | $ (75,284,923) | $ 16,060,652 |
Earnings per share attributable to ordinary shareholders of the Group | |||
Basic and diluted earnings per share (cents) (in Dollars per share) | $ 0.19 | $ (0.94) | $ 0.20 |
Consolidated Statement of Finan
Consolidated Statement of Financial Position - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Non-current assets | ||
Property, plant and equipment | $ 367,303,525 | $ 263,228,588 |
Capital advances | 16,418,065 | 21,664,764 |
Restricted bank balance | 8,500,000 | |
Non-current assets | 392,221,590 | 284,893,352 |
Current assets | ||
Inventories | 321,789 | 179,644 |
Trade and other receivables | 690,232 | 2,348,693 |
Bank balances and cash | 39,389,935 | 19,830,771 |
Current assets | 40,401,956 | 22,359,108 |
TOTAL ASSETS | 432,623,546 | 307,252,460 |
Equity | ||
Share capital | 8,801 | 8,804 |
Share premium | 101,777,058 | 101,775,834 |
Shareholders’ account | 73,059,743 | 71,017,815 |
General reserve | 680,643 | 680,643 |
Accumulated losses | (46,907,568) | (64,066,681) |
Total equity | 128,618,677 | 109,416,415 |
Non-current liabilities | ||
Borrowings | 180,014,715 | 74,160,950 |
Lease liability | 79,289,507 | 28,624,259 |
Provisions | 913,848 | 13,941 |
Non-current liabilities | 260,218,070 | 102,799,150 |
Current liabilities | ||
Derivative warrant liability | 13,161,844 | 15,709,460 |
Borrowings | 7,000,000 | 14,539,187 |
Accounts payable, accruals and other payables | 13,829,897 | 61,115,121 |
Derivative financial instruments | 1,518,249 | |
Lease liability | 9,795,058 | 2,154,878 |
Current liabilities | 43,786,799 | 95,036,895 |
Total liabilities | 304,004,869 | 197,836,045 |
TOTAL EQUITY AND LIABILITIES | $ 432,623,546 | $ 307,252,460 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - USD ($) | Share capital | Share premium | Shareholders' account | General reserves | Accumulated (losses)/ retained earnings | Total |
Balance at Dec. 31, 2017 | $ 8,000 | $ 1,353,285 | $ 70,421,436 | $ (4,161,767) | $ 67,620,954 | |
Transfer to general reserve | 680,643 | (680,643) | ||||
Net distribution to the shareholders (note 21) | (22,703,673) | (22,703,673) | ||||
Profit (loss) for the year | 16,060,652 | 16,060,652 | ||||
Balance at Dec. 31, 2018 | 8,000 | 1,353,285 | 47,717,763 | 680,643 | 11,218,242 | 60,977,933 |
Share issuance in connection with a merger | 932 | 114,022,421 | 114,023,353 | |||
Cash election in lieu of shares (note 26) | (128) | (13,599,872) | (13,600,000) | |||
Net contribution by the shareholders (note 21) | 23,300,052 | 23,300,052 | ||||
Profit (loss) for the year | (75,284,923) | (75,284,923) | ||||
Balance at Dec. 31, 2019 | 8,804 | 101,775,834 | 71,017,815 | 680,643 | (64,066,681) | 109,416,415 |
Share issuance in connection with a merger | (3) | (3) | ||||
Exercise of 100 warrants in 100 ordinary shares | 0.01 | 1,224 | 1,224 | |||
Net contribution by the shareholders (note 21) | 2,041,928 | 2,041,928 | ||||
Profit (loss) for the year | 17,159,113 | 17,159,113 | ||||
Balance at Dec. 31, 2020 | $ 8,801 | $ 101,777,058 | $ 73,059,743 | $ 680,643 | $ (46,907,568) | $ 128,618,677 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
OPERATING ACTIVITIES | |||
(Loss)/profit for the year | $ 17,159,113 | $ (75,284,923) | $ 16,060,652 |
Adjustments to reconcile net (loss)/profit to net cash provided by (used in) operating activities: | |||
Listing expenses | 100,122,019 | ||
Depreciation charge | 5,799,023 | 5,785,745 | 5,716,063 |
Finance costs | 8,226,595 | 5,730,535 | 6,951,923 |
Write back of accrued interest not settled | (754,929) | ||
Change in estimated fair value of derivative warrant liability | (2,547,542) | (1,273,740) | |
Asset retirement obligation - accretion expense | 79,555 | ||
Net changes in fair value of derivative financial instruments | 340,504 | 328,176 | 1,190,073 |
Total | 28,302,319 | 35,407,812 | 29,918,711 |
Working capital changes: | |||
(Increase) decrease in inventories | (142,145) | (32,554) | 29,561 |
Decrease (increase) in trade and other receivables | 1,658,461 | (225,616) | (2,123,077) |
Increase in provisions | 26,573 | 7,674 | 5,616 |
(Decrease) increase in accounts payable, accruals and other payables | 7,004,957 | 18,257,036 | 65,910 |
Net cash flows (used in) from operating activities | 36,850,165 | 53,414,352 | 27,896,721 |
INVESTING ACTIVITIES | |||
Advances paid to contractors | (21,664,764) | ||
Amount deposited in restricted bank account | (26,899,965) | ||
Payments for additions in property, plant and equipment | (97,215,489) | (38,690,498) | (271,403) |
Net cash used in investing activities | (124,115,454) | (60,355,262) | (271,403) |
FINANCING ACTIVITIES | |||
Proceeds from borrowings | 186,000,000 | 4,038,024 | |
Repayment of term borrowings | (89,257,873) | (8,435,416) | (3,487,876) |
Interest paid on term loans | (7,715,548) | (1,536,503) | (7,195,581) |
Proceeds from exercise of warrants | 1,150 | ||
Proceeds from issuance of ordinary shares | 33,064,568 | ||
Cash election by shareholders | (13,600,000) | ||
Payment of lease liability | (786,416) | (2,313,323) | |
Payment of derivative financial instrument | (1,858,753) | ||
Net contribution from (distributions to) the shareholders | 2,041,928 | 23,300,052 | (24,971,637) |
Net cash flows from (used in) financing activities | 88,424,488 | 30,479,378 | (31,617,070) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,159,199 | 23,538,468 | (3,991,752) |
Cash and cash equivalents at 1 January | 19,830,771 | (3,707,697) | 284,055 |
CASH AND CASH EQUIVALENTS AT 31 DECEMBER | $ 20,989,970 | $ 19,830,771 | $ (3,707,697) |
Activities
Activities | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Activities Explanatory [Abstract] | |
ACTIVITIES | 1 ACTIVITIES Brooge Energy Limited (the “Company” and together with its subsidiaries the “Group”) formerly known as Brooge Holdings Limited, 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. The Company’s principal executive office is located at P.O Box 50170, Al-Sodah, Khorr Fakkan Road, Fujairah, United Arab Emirates (“UAE”). On 07 April 2020, the Company changed its name from Brooge Holdings Limited to Brooge Energy Limited. The Group provides oil storage and related services at the Port of Fujairah in the Emirate of Fujairah in the UAE. The Group currently operates phase 1, comprising 14 tanks of total capacity of 399,324 cubic meters (“cbm”), fully operational for storage and other ancillary processes of clean oil. The Group’s phase 2 is under construction, which will comprise 8 tanks of total capacity of 600,000 cbm for storage and other ancillary services of crude oil. The Group’s has commenced preconstruction work for its phase 3. The Group intends to construct additional storage and refinery facility as part of the phase 3. Brooge Energy Limited was incorporated on 12 April 2019 for the sole purpose of consummating the reverse acquisition transaction described further below. On 15 April 2019, Brooge Petroleum and Gas Investment Company FZE (“BPGIC FZE”), now a subsidiary, entered into a Business Combination Agreement with Twelve Seas Investment Company (“Twelve Seas”), a company listed on National Association of Securities Dealers Automated Quotations (“NASDAQ”), the Company and BPGIC FZE’s shareholders. On 10 May 2019, BPGIC PLC became party to the Business Combination Agreement by execution of a joinder thereto. The transaction was accounted for as a reverse acquisition in accordance with the International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board (“IASB”) as disclosed in note 26. Under this method of accounting, Brooge Energy and Twelve Seas are treated as the “acquired” companies. This determination was primarily based on BPGIC FZE comprising the ongoing operations of the combined company, BPGIC FZE’s senior management comprising the senior management of the combined company, and BPGIC FZE’s stockholders having a majority of the voting power of the combined company. For accounting purposes, BPGIC FZE is deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of BPGIC FZE. Accordingly, the consolidated assets, liabilities and results of operations of BPGIC FZE are the historical financial statements of the combined company, and Brooge Energy and Twelve Sea’s assets, liabilities and results of operations are consolidated with BPGIC FZE beginning on the acquisition date. As a result of the above transaction, the Company became the ultimate parent of BPGIC FZE and Twelve Seas on 20 December 2019, being the acquisition date. The Company’s common stock and warrants are traded on the NASDAQ Capital Market under the ticker symbols BROG and BROGW, respectively. Upon the closing of the transaction, Twelve seas changed its name to ‘BPGIC International’. The consolidated financial statements of the Group for the year ended 31 December 2019 were prepared as a continuation of the financial statements of BPGIC FZE, the acquirer, and retroactively adjusted to reflect the legal capital of the legal parent/acquiree (Brooge Energy Limited). The consolidated financial statements of the Group for the year ended 31 December 2020 were authorised for issue by the Board of Directors on 5 April, 2021. |
Restatement of Prior Period Com
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of basis of consolidation [text block] [Abstract] | |
RESTATEMENT OF PRIOR PERIOD COMPARATIVES FOR CORRECTION OF ACCOUNTING FOR WARRANTS | 2.1 RESTATEMENT OF PRIOR PERIOD COMPARATIVES FOR CORRECTION OF ACCOUNTING FOR WARRANTS As described in Note 26, the reverse acquisition transaction completed on 20 December 2019 resulted in the issuance of warrants, exercisable for a period of five years from the date of the transaction at an exercise price of USD 11.5 per warrant. The warrant holders may elect, in lieu of exercising the warrants for cash, a cashless exercise option to receive common shares if there is no effective registration statement registering the warrant shares on the 90th day after the completion of the Group’s initial reverse acquisition transaction, and during any other period when the Group shall fail to have maintained an effective registration statement covering the ordinary shares issuable upon exercise of the warrants. The Group shall issue to the warrant holders the number of warrant shares determined as follows: X = Y [(A-B)/A] where: X = the number of warrant shares to be issued to the Holder. Y = the number of warrant shares with respect to which this warrant is being exercised. A = the fair market value of one ordinary share. B = the warrant price. If the warrant holders exercise this option, there will be variability in the number of shares issued per warrant. Subsequent to the issuance of the Group’s 2019 consolidated financial statements, management have reassessed the accounting treatment of the issued warrants. Previously, these warrants were accounted for as equity in the consolidated statement of financial position. The Group has reassessed that the maintenance of an effective registration statement is a matter not wholly within the control of the Group and therefore the warrants contain a feature that may lead to the issuance of a variable number of shares. In accordance with IAS 32, a contract to issue a variable number of shares fails to meet the definition of equity and must instead be classified as a derivative liability and measured at fair value with changes in fair value recognised in the consolidated statement of comprehensive income at each reporting date. The derivative liability will ultimately be converted in the Group’s equity (ordinary shares) when the warrants are exercised or will be extinguished upon the expiry of the outstanding warrants and will not result in the outlay of any cash by the Group. In the original accounting determination, the estimated fair value of the warrants was recorded in equity at USD 16,983,200. At initial recognition, the Group should have recorded the estimated fair value of the warrants as a derivative warrant liability at the same amount. In addition, at 31 December 2019, based on the trading price of the warrants at that time, the Group should have adjusted the estimated fair value of the derivative warrant liability to USD 15,709,460, resulting in a gain on revaluation of derivative warrant liability in “Changes in fair value of derivative warrant liability” of USD 1,273,740. The above reassessment has resulted in a revision of prior period comparatives for restatement of our previous accounting for warrants. The warrants have been reclassified from equity to liabilities. The correction of this error resulted in a decrease in equity by USD 16,983,200 and increase in liabilities with the same amount. On 31 December 2019, a fair value gain of USD 1,273,740 was also recognised in the consolidated statement of comprehensive income in the restated consolidated financial statements with a consequent decrease in the amount of the accumulated losses in equity. Basic and diluted earnings per share for the prior year were also restated. The amount of the correction for basic and diluted earnings per share was a decrease of USD 0.01 per share respectively. There was no impact on cash from operating, financing or investing activities in the consolidated statement of cashflows for the year ended 31 December 2019 and 31 December 2020. As previously Restatement Restated CONSOLIDATED STATEMENT OF FINANCIAL POSITION Warrants 16,983,20 0 (16,983,200 ) - Accumulated losses (65,340,421 ) 1,273,740 (64,066,681 ) Total equity 125,125,875 (15,709,460 ) 109,416,415 Derivative warrant liability - 15,709,460 15,709,460 Current liabilities 79,327,435 15,709,460 95,036,895 Total liabilities 182,126,585 15,709,460 197,836,045 2.2 BASIS OF PREPARATION The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board “IASB”. These consolidated financial statements are presented in United States dollars (“USD”) which is the functional and presentation currency of the Group. All financial information presented in USD has been rounded to the nearest thousand, unless otherwise stated. The consolidated financial statements are prepared under the historical cost convention, except for re-measurement at fair value of derivative financial instruments and warrant liability. 2.3 GOING CONCERN During the year ended 31 December 2020, the Group earned a profit of USD 17.1 million and generated positive cash flows of USD 36.8 million. Further, as at that date, the Group had cash and bank balances of USD 47.9 million. In September 2020, BPGIC FZE issued bonds of USD 200 million to private investors with a face value of USD 1 with an issue price of USD 0.95. The bonds bear interest at 8.5% per annum to be paid along with the installments. The Group settled its outstanding term loans using the proceeds of the bonds and will utilize the balance of the proceeds to fund phase II construction and working capital requirements. Management forecasts that the existing cash balances as well as cash generated from ongoing operations provide sufficient liquidity to the Group to continue in operations for the foreseeable future. Management is currently evaluating various options regarding funding of its phase III construction. In view of the above, management has prepared the consolidated financial statements assuming that the Group will continue as a going concern. Accordingly, the consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, the amounts and classification of liabilities, or any other adjustments that might result in the event the Group is unable to continue as a going concern. 2.4 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES New and amended standards and interpretations adopted by the Group The Group has applied certain standards, interpretations and amendments for the first time, that are effective for annual periods beginning on or after 1 January 2020. ● Amendments to IFRS 3: Definition of a Business; ● Amendments to IFRS 7, IFRS 9 and IAS 39 Interest Rate Benchmark Reform; ● Amendments to IAS 1 and IAS 8 Definition of Material; ● Revised Conceptual Framework for Financial Reporting; and ● Amendments to IFRS 16 Covid-19 Related Rent Concessions. The adoption of the above standards and amendments did not have any significant impact on the consolidated financial statements of the Group. 2.5 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future. Estimation and assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: Useful lives of property, plant and equipment The Group’s management determines the estimated useful lives of its property, plant and equipment for calculating depreciation. This estimate is determined after considering the expected usage of the asset or physical wear and tear and the impact of expected residual value. Management reviews the useful lives annually and the future depreciation charge would be adjusted where management believes that the useful lives differ from previous estimates. The depreciation period of the right-of-use asset has been determined to be over the lease term on the basis that the land is expected to be used for the whole period of the lease considering the existing assets and future expansion on the land. Asset retirement obligation As part of the land lease agreement between Fujairah Municipality and the Group, the Group has a legal obligation to remove the plant at the end of its lease term. The Group initially records a provision for asset retirement obligations at the best estimate of the present value of the expenditure required to settle the obligation at the time a legal (or constructive) obligation is incurred, if the liability can be reliably estimated. When the provision is initially recorded, the carrying amount of the related asset is increased by the amount of the liability. Provisions are adjusted at each balance sheet date to reflect the current best estimate. The unwinding of the discount is recognized as finance cost. The Group’s operating assets generally consist of storage tanks and related facilities. These assets can be used for an extended period of time as long as they are properly maintained and/or upgraded. It is the Group’s current intent to maintain its assets and continue making improvements to those assets based on technological advances. The calculation of provision related to asset retirement obligation is most sensitive to following judgements and assumptions: ● Discount rate of 3.24% based on inflation-adjusted long-term risk-free rate; and ● Inflation rate of 0.8% used to extrapolate cash flows. Impairment of trade receivables The Group uses the simplified approach under IFRS 9 to assess impairment of its trade receivables and calculates expected credit losses (ECLs) based on lifetime expected credit losses. The Group calculates the ECL based on Group historical credit loss experience, adjusted for forward-looking factors specific to the customer and the economic environment. Judgements In the process of applying the Group’s accounting policies, management has made the following judgements which have the most significant effect on the amounts recognized in the consolidated financial statements: Operating lease commitments – Group as a lessee The Group has entered into a land lease agreement (the “Phase III Land Lease Agreement”), dated as of 2 February 2020 (the “lease inception date”), by and between the Group and the Fujairah Oil Industry Zone (“FOIZ”) to lease an additional plot of land that has a total area of approximately 450,000 square meters (the “Phase III Land”) for a rent of UAE Dirhams 50 (USD 13.61) per square meter per annum with an escalation of 2% per annum. Rental payments commence from the beginning of the eighteenth month of the lease inception date. The Group intends to use the Phase III Land to expand its crude oil storage and service and refinery capacity (“Phase III”). Management has exercised judgment in assessing the lease commencement date in the initial cancellable period of the lease and recognized the lease on the consolidated statement of financial position from 1 December 2020. Classification of warrants In connection with the completion of the reverse acquisition transaction in 2019 as described in note 1, note 2.5, note 14 and note 26 the Group issued warrants. The warrants agreement requires the Group to issue a fixed number of shares for a fixed amount of cash, however it contains a clause that allows for cashless exercise (in the event that no effective registration is maintained), which may lead to the issuance of a variable number of shares. Management assessed that the maintenance of an effective registration statement is a matter not wholly within the control of the Group and as such classified the warrants as a financial liability at fair value through profit or loss. Business combination (reverse acquisition) As the reverse acquisition of the Company concluded in the prior year did not constitute a business combination, the transaction was accounted for as an asset acquisition by the issuance of shares of the Company, for the net assets of Twelve Seas and its public listing. Accordingly, the transaction was accounted for at the fair value of the equity instruments granted to the shareholders and warrant holders of Twelve Seas. Management applied the following primary judgments in accounting for the reverse acquisition: 1. BPGIC was assessed as the accounting acquirer due to majority shareholding and representatives on the board of directors. 2. The accounting acquiree was not a business and not in scope of IFRS 3. 3. The acquisition was accounted for in terms of IFRS 2 which is aligned to guidance issued by the IFRIC. The difference between the fair value of the consideration paid and the fair value of the net assets acquired. was recognized in profit and loss. Refer to note 2.6 (iii). 4. Fair value of ordinary shares issued: Refer to note 26 5. The fair value of the shares in escrow was not materially different from that of the shares which were not in escrow as the rights of these shares are similar to those of “normal ordinary shares”. Fair value of the shares in escrow: Refer to note 26 6. Fair value of warrants issued: Refer to note 14 7. Deemed share issue were presented in the financing activities in the Consolidated Statement of Cash Flows. 2.6 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of consolidation (i) Subsidiaries The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 December 2020. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has: ● power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); ● exposure, or rights, to variable returns from its involvement with the investee; and ● the ability to use its power over the investee to affect its returns. When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: ● The contractual arrangement with the other vote holders of the investee; ● Rights arising from other contractual arrangements; and ● The Group’s voting rights and potential voting rights. The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: ● derecognizes the assets (including goodwill) and liabilities of the subsidiary ● derecognizes the carrying amount of any non-controlling interests ● derecognizes the cumulative translation differences recorded in equity ● recognizes the fair value of the consideration received ● recognizes the fair value of any investment retained ● recognizes any surplus or deficit in profit or loss ● reclassifies the parent’s share of components previously recognized in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities Details of subsidiaries as at 31 December 2020 and 31 December 2019 were as follows: Legal name Country of incorporation Percentage of ownership 2020 2019 Brooge Petroleum and Gas Investment Company FZE United Arab Emirates 100% 100% Brooge Petroleum and Gas Investment Company Phase III FZE United Arab Emirates 100% - BPGIC International (formerly known as Twelve Seas) Cayman Islands 100% 100% Brooge Petroleum and Gas Management Company Ltd United Arab Emirates 100% - BPGIC Phase 3 Limited (Jebel Ali Free Zone Authority - Dubai) United Arab Emirates 100% - The financial statements of the subsidiaries are prepared for the same reporting year as the Group. Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. The carrying amount of the Company’s investment in the subsidiaries and the equity of the subsidiaries are eliminated on consolidation. All significant intra-group balances, and income and expenses arising from intra-group transactions are also eliminated on consolidation. (ii) Non-controlling interests (“NCI”) NCI are measured at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. (iii) Business combinations Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date fair value and any resulting gain or loss is recognized in profit or loss. It is then considered in the determination of goodwill. Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 Financial Instruments, is measured at fair value with changes in fair value recognized either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured and subsequent settlement is accounted for within equity. A ‘reverse acquisition’ is a business combination in which the legal acquirer - i.e. the entity that issues the securities (i.e. listed entity) becomes the acquiree for accounting purposes and the legal acquiree becomes the acquirer for accounting purposes. It is the application in accordance with IFRS 3 Business Combinations on identifying the acquirer, which results in the identification of the legal acquiree as the accounting acquirer in a reverse acquisition. Application in accordance with IFRS 3 Business Combinations on identifying the acquirer may result in identifying the listed entity as the accounting acquiree and the unlisted entity as the accounting acquirer. In this case, if the listed entity is: ● a business, IFRS 3 Business Combinations applies; ● not a business, IFRS 2 Share-based Payment applies to the transaction once the acquirer has been identified following the principles in accordance with IFRS 3 Business Combinations. Under this approach, the difference between the fair value of the consideration paid less the fair value of the net assets acquired, is recognized as a listing expense in profit or loss. Revenue recognition Revenue from contracts with customers is recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those services or goods. Revenues excludes amounts collected on behalf of third parties and are net of discounts and value added taxes. Monthly storage rates and prices for other services are contractually agreed before the services are rendered and do not contain material variable components. When it is probable that the future economic benefits will flow to the Group, the recognition in the consolidated statement of income is in proportion to the stage of the rendered performance as at the end of the reporting period. The Group has a right to a consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s services completed to date. Tank storage rentals, including minimum guaranteed throughputs, are recognized on a straight-line basis over the contractual period during which the services are rendered. Revenues from excess throughputs, heating/cooling, homogenization, product movements and other services are recognized when these services are rendered. Customers simultaneously consume and benefit from the services at the moment that these are rendered, resulting in a situation where revenue is recognized over time. Where substantially the entire storage capacity is leased to a single customer, the contract contains a lease and the entire storage revenue is presented as lease revenue. Storage fees are mostly invoiced upfront in the month preceding the month to which the storage fees relate. Handling and other services are generally invoiced afterwards, based on the actual usage. Invoices are generally paid by customers at relatively short notice in agreement with the payment terms of the contracts. Borrowing costs General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization. All other borrowing costs are recognized in the consolidated statement of comprehensive income (within profit and loss) in the period during which they are incurred. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Capital work under progress is stated at cost and subsequently transferred to assets when it is available for use. Cost of an item of property, plant and equipment comprises its acquisition cost including borrowing cost and all directly attributable costs of bringing the asset to working condition for its intended use. Such cost includes the cost of replacing part of the plant and equipment when that cost is incurred, if the recognition criteria are met. Likewise, when a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in the consolidated statement of comprehensive income (within profit and loss) as incurred. Depreciation is computed using the straight-line method based on the estimated useful lives of assets as follows: Buildings 25 years Tanks 50 years Installations (pipeline, pumps and other equipment) 20 - 25 years Other equipment 5 years Right-of-use asset - Land 60 years The assets’ residual values and useful lives are reviewed and adjusted if appropriate, at each financial year end to determine whether there is an indication of impairment. If any such indication exists, an impairment loss is recognized in the consolidated statement of comprehensive income (within profit and loss). For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). The carrying amounts are reviewed at each reporting date to assess whether they are recorded in excess of their recoverable amounts, and where carrying values exceed this estimated recoverable amount, assets are written down to their recoverable amount, being the higher of their fair value less costs to sell and their value in use. An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of comprehensive income (within profit and loss) in the year the asset is derecognized. Capital work in progress Capital work in progress is stated at cost, which represents costs for the design, development, procurement, construction and commissioning of the asset under development. Cost includes borrowing cost capitalized and depreciation of the right-of-use asset during the construction phase. When the asset is in the location and condition necessary to operate in the manner intended by management, capital work in progress is transferred to the appropriate property, plant and equipment category and depreciated in accordance with the Group’s policies. Impairment of non-financial assets At each reporting date, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest cash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in the consolidated statement of comprehensive income (within profit and loss). Where an impairment loss subsequently reverses, the carrying amount of the asset (cash- generating unit) is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (cash-generating unit) in prior years. Cash and cash equivalents For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash in hand, bank balances and short-term deposits with original maturity of three months or less, net of bank overdraft. Inventories Inventories are valued at the lower of cost, determined on the basis of weighted average cost, and net realizable value. Costs are those expenses incurred in bringing each item to its present location and condition. Net realisable value is valued at selling prices net of selling costs. Leasing At inception of a contract, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. For a contract that is, or contains, a lease, the Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract. The Group determines the lease term as the non-cancellable period of a lease, together with both: a) periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and b) periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option. In assessing whether a lessee is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, the Group considers all relevant facts and circumstances that create an economic incentive for the lessee to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Group revises the lease term if there is a change in the non-cancellable period of a lease. Group as a lessor Leases where the Group does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same bases as rental income. Contingent rents are recognized as revenue in the period in which they are earned. Group as a lessee For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The relative stand-alone price of lease and non-lease components is determined on the basis of the price the lessor, or a similar supplier, would charge an entity for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Group estimates the stand-alone price, maximising the use of observable information. For determination of the lease term, the Group reassesses whether it is reasonably certain to exercise an extension option, or not to exercise a termination option, upon the occurrence of either a significant event or a significant change in circumstances that: a) is within the control of the Group; and b) affects whether the Group is reasonably certain to exercise an option not previously included in its determination of the lease term, or not to exercise an option previously included in its determination of the lease term. At the commencement date, the Group recognizes a right-of-use asset classified within property, plant and equipment and a lease liability presented separately on the consolidated statement of financial position. Short-term leases and leases of low-value assets The Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease of 12 months or less and leases of low-value assets when new. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term. Right-of-use assets The right-of-use asset is initially recognized at cost comprising of: a) the amount of the initial measurement of the lease liability; b) any lease payments made at or before the commencement date, less any lease incentives received; c) any initial direct costs incurred by the Group; and d) an estimate of costs to be incurred by the Group in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease. These costs are recognized as part of the cost of the right-of-use asset when the Group incurs |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue Abstract | |
REVENUE | 3 REVENUE 2020 2019 2018 USD USD USD Revenue recognized under IFRS 16 Fixed consideration – leasing component 5,614,495 16,846,481 14,586,315 Revenue recognized under IFRS 15 Fixed consideration – service component 19,716,671 7,112,959 6,158,667 Ancillary services 16,500,371 20,125,934 15,094,286 36,217,042 27,238,893 21,252,953 Total revenue 41,831,537 44,085,374 35,839,268 The Group has only one segment at the reporting date. Revenue generation from leasing of storage capacity of tanks and other ancillary services started in December 2017. The Group had only one customer, Al Brooge International Advisory LLC (“BIA”), since the inception of the operations in 2017 and as such all revenues had been derived from BIA till April 2020. In May 2020, BIA agreed to release 129,000 m 3 3 3 3 The commercial contracts with customers related to the Phase 1 and Phase 2 have been assigned as security against the borrowing obtained in 2020 (note 16). Ancillary services revenue includes port charges of USD 1,558,887 that are paid by the Group to the port authority and recharged to the customers. Cyclicality of operations The revenues of the Group mainly comprise of fixed fees for storage and related services and variable fees for ancillary services provided under a contract with its customers. Accordingly, there is no cyclicality in the Group’s operations. |
Direct Costs
Direct Costs | 12 Months Ended |
Dec. 31, 2020 | |
Description Of Direct Costs Explanatory [Abstract] | |
DIRECT COSTS | 4 DIRECT COSTS 2020 2019 2018 USD USD USD Employee costs and related benefits 3,482,431 3,074,727 2,808,702 Depreciation (note 8) 5,799,023 5,785,745 5,716,063 Reimbursable port charges 1,558,887 - - Spare parts and consumables used (note 9) 657,916 788,792 592,471 Insurance 397,976 323,702 377,053 Others 1,048,527 229,499 113,071 12,944,760 10,202,465 9,607,360 |
Listing Expenses
Listing Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Listing Expenses [Abstract] | |
LISTING EXPENSES | 5 LISTING EXPENSES 2020 2019 2018 USD USD USD IFRS 2 listing expenses (note 27) - 98,622,019 - Other listing expenses* - 3,151,858 - 101,773,877 - * Other listing expenses represents promissory note of USD 1.5 million, fees paid to legal advisors, consultants, and other necessary expenses incurred in relation to the Group’s listing on the NASDAQ. |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of general and administrative expense [text block] [Abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSES | 6 GENERAL AND ADMINISTRATIVE EXPENSES 2020 2019 2018 USD USD USD Employee costs and related benefits 2,001,934 1,471,974 1,178,919 Consultancy expenses 2,501,525 535,275 337,491 Professional liability insurance 639,345 - - Board fees and expenses 354,169 - - Rent on low value and short-term leases 177,850 10,346 22,325 Advertisement and subscriptions 211,704 131,494 116,495 Travel and related expenses 154,336 52,506 11,515 License costs 89,552 18,502 19,249 Communication expenses 49,105 35,465 19,773 Recruitment expenses 12,924 1,360 33,362 Printing and stationery 21,367 25,954 22,713 Other expenses 243,073 326,108 267,418 6,456,884 2,608,984 2,029,260 |
Finance Costs
Finance Costs | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of finance cost [text block] [Abstract] | |
FINANCE COSTS | 7 FINANCE COSTS 2020 2019 2018 USD USD USD Interest on lease liability (note 17) 2,041,006 1,412,796 1,387,612 Finance costs on borrowings 5,467,250 4,002,772 5,564,311 Early settlement charges 706,643 - - Asset retirement obligation - accretion expense (note 18) 79,555 - - Bank charges 11,696 314,967 - 8,306,150 5,730,535 6,951,923 |
Other Income
Other Income | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of other operating income (expense) [text block] [Abstract] | |
OTHER INCOME | 8 OTHER INCOME 2020 2019 2018 USD USD USD Write-back of accrued interest not settled 754,929 - - Gain on sale of scrap 73,403 - - 828,332 - - |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 9 PROPERTY, PLANT AND EQUIPMENT Capital Other Right-of-use work in Buildings Tanks Installations equipment asset (land) progress Total USD USD USD USD USD USD USD 2020 Cost: At 1 January 2020 28,037,886 76,100,795 65,878,129 218,827 27,540,969 79,948,312 277,724,918 Additions - 118,203 24,997 49,916 56,359,642 53,631,490 110,184,248 At 31 December 2020 28,037,886 76,218,998 65,903,126 268,743 83,900,611 133,579,802 387,909,166 Depreciation: At 1 January 2020 2,372,081 3,312,144 5,978,336 79,673 2,754,096 - 14,496,330 Charge for the year 1,121,515 1,568,648 2,789,951 50,482 578,715 - 6,109,311 At 31 December 2020 3,493,596 4,880,792 8,768,287 130,155 3,332,811 - 20,605,641 Net carrying amount: At 31 December 2020 24,544,290 71,338,206 57,134,839 138,588 80,567,800 133,579,802 367,303,525 2019 Cost: At 1 January 2019 28,037,886 76,100,795 65,868,246 213,843 27,540,969 8,344,847 206,106,586 Additions - - 9,883 4,984 - 71,603,465 71,618,332 At 31 December 2019 28,037,886 76,100,795 65,878,129 218,827 27,540,969 79,948,312 277,724,918 Depreciation: At 1 January 2019 1,250,566 1,746,725 3,148,665 36,436 2,295,080 - 8,477,472 Charge for the year 1,121,515 1,565,419 2,829,671 43,237 459,016 - 6,018,858 At 31 December 2019 2,372,081 3,312,144 5,978,336 79,673 2,754,096 - 14,496,330 Net carrying amount: At 31 December 2019 25,665,805 72,788,651 59,899,793 139,154 24,786,873 79,948,312 263,228,588 Capital work in progress at 31 December 2020 includes total amount of USD 133,255,464 capitalized relating to the construction of phase 2 and USD 324,340 of phase 3 and includes an amount of USD 1,484,977 (2019: USD 1,458,069) related to finance charge on lease liability for phase 2 and an amount of USD 233,113 (2019: USD 233,113) for phase 2 and USD 77,175 (2019: nil) for phase 3 related to depreciation charge on right-of-use asset capitalised. The capitalized borrowing costs of phase 2 amounting to USD 4,719,888 (2019: USD 1,546,108) have been included in “additions” in the table above. These include general borrowing cost of USD 2,274,051 (2019: USD 1,546,108) and specific borrowing cost of USD 2,445,837 (2019: nil). The capitalization rates used to determine the general borrowing costs were 7.35% (2019: 6.1%) in respect of term loans and 10.1% (2019: nil) in respect of bonds per annum. Land lease agreement and the moveable assets of BPGIC FZE are pledged as security against borrowing obtained in 2020 (note 16). The depreciation charge for the year is allocated to the consolidated statement of comprehensive income (within profit and loss) and capital work in progress as follows: 2020 2019 USD USD Direct costs (note 4) 5,799,023 5,785,745 Property, plant and equipment 310,288 233,113 6,109,311 6,018,858 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of inventories [text block] [Abstract] | |
INVENTORIES | 10 INVENTORIES 2020 2019 USD USD Spare parts and consumables 321,789 179,644 Cost of inventories recognized as expense during the year amounted to USD 657,916 (2019: USD 788,792). No provision is required for inventories at 31 December 2020 (2019: nil). |
Trade and Other Receivables
Trade and Other Receivables | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of trade and other receivables [text block] [Abstract] | |
TRADE AND OTHER RECEIVABLES | 11 TRADE AND OTHER RECEIVABLES 2020 2019 USD USD Trade receivables - 1,507,660 Prepayments and other receivables 313,215 783,483 Advances to suppliers 40,186 Due from related parties (note 21) 336,831 57,550 690,232 2,348,693 At 31 December 2019, trade receivables were neither past due nor impaired. Receivables are due within 14 days of invoicing. Unimpaired trade receivables are expected to be fully recoverable. It is not the practice of the Group Furthermore, included in non-current assets in statement of financial position are capital advances of USD 16,418,065 (2019: USD 21,664,764). This includes USD 15,655,981 (2019: USD 21,664,764) of advances paid to a contractor (Audex) for future services in relation to construction of phase 2 and USD 762,000 (2019: nil) paid as an advance for the purchase of new office space. |
Bank Balances and Cash
Bank Balances and Cash | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of cash and bank balances at central banks [text block] [Abstract] | |
BANK BALANCES AND CASH | 12 BANK BALANCES AND CASH 2020 2019 USD USD Bank balances and cash 47,889,935 19,830,771 Less: restricted bank balance (non-current) (8,500,000 ) - Less: restricted bank balance (current) (18,399,965 ) - Cash and cash equivalents 20,989,970 19,830,771 The cash and bank balances disclosed above and in the consolidated statement of cash flows include USD 41,899,965 which are held in restricted bank accounts under the Bond terms (note 1). These include USD 8,500,000 held in the Liquidity account, USD 24,999,963 is held in the Construction Funding account, and USD 8,400,000 held in the Debt Service Retention account. The amount in the Construction Funding account can be withdrawn up to a limit of USD 5,000,000 per month. Accordingly, USD 15,000,000 out of the balance in the Construction Funding account is considered as cash and cash equivalent. A first priority pledge over the balances in the Earnings account, Liquidity account, Construction Funding account and Debt Service Retention account is held as security under the Bond terms (note 16). |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of cash and cash equivalents [text block] [Abstract] | |
Schedule of cash and cash equivalents | 12 CASH AND CASH EQUIVALENTS Significant non-cash transactions, which have been excluded from the consolidated statement of cash flows, are as follows: 2020 2019 USD USD Capital accruals 4,453,830 31,469,596 Purchase of property, plant and equipment financed through advances paid to contractors 14,457,767 8,335,236 Listing expenses (note 5) - 100,122,019 Short term rent payments made by shareholders 154,279 - Asset retirement obligation 793,779 - |
Issued Capital and Reserves
Issued Capital and Reserves | 12 Months Ended |
Dec. 31, 2020 | |
Issued Capital And Reserves [Abstract] | |
ISSUED CAPITAL AND RESERVES | 13 ISSUED CAPITAL AND RESERVES 2020 2019 No. of shares No. of shares Authorized Ordinary shares 450,000,000 450,000,000 At BPGIC FZE No. of shares USD At 1 January 2019 100 1,361,285 At Brooge Energy At inception 1 n.m. * Conversion of 100 BPGIZ FZE ordinary shares at 1 for 1 million to the legal acquirer, Brooge Energy (note 26) 80,000,000 ** 8,000 Cash election (1,281,965 ) (128 ) Changes in share capital due to reverse acquisition transaction (note 26) 9,347,219 ** 932 At 31 December 2019 88,065,254 8,804 Changes in share capital due to reverse acquisition transaction (30,000 ) (3 ) Conversion of 100 warrants into ordinary shares at 1 for 1 100 0.01 At 31 December 2020 88,035,354 8,801 * not meaningful **Ordinary shares held in escrow (20,000,000 shares held by BPGIC and 1,552,500 shares held by the original founders of Twelve Seas) have been excluded from the share capital in the table above. Additional information on escrow shares are included in note 26. Share premium USD At 1 January 2019 - Reverse acquisition transaction adjustment 1,353,285 Ordinary shares issued on merger with Twelve Seas 114,022,421 Cash election (13,599,872 ) At 31 December 2019 101,775,834 Conversion of 100 warrants in ordinary shares at 1 for 1 1,224 At 31 December 2020 101,777,058 |
Derivative Warrant Liability
Derivative Warrant Liability | 12 Months Ended |
Dec. 31, 2020 | |
Description of accounting policy for warrants [text block] [Abstract] | |
DERIVATIVE WARRANT LIABILITY | 14 DERIVATIVE WARRANT LIABILITY In accordance with IAS 32, a contract to issue a variable number of shares fails to meet the definition of equity and must instead be classified as a derivative liability and measured at fair value with changes in fair value recognized in the consolidated statement of comprehensive income at each reporting date. The derivative liabilities will ultimately be converted into the Group’s equity (ordinary shares) when the warrants are exercised, or will be extinguished on the expiry of the outstanding warrants, and will not result in the outlay of any cash by the Group in any case. No. of warrants USD At 1 January 2020 21,229,000 15,709,460 Conversion to equity (ordinary shares) upon exercise of warrants (100 ) (74 ) Revaluation of derivative warrant liability - (2,547,542 ) At 31 December 2020 21,228,900 13,161,844 In connection with the completion of the reverse acquisition transaction on 20 December 2019, each of Twelve Sea’s 21,229,000 outstanding warrants were converted into the Group’s warrants at 1:1 ratio. The warrants allow the holder to subscribe for the ordinary shares of the Company at 1:1 basis at an exercise price of USD 11.50. The warrants shall lapse and expire after five years from the closing of the transaction. The holders of the warrants issued pursuant to the transaction may elect, if the Group does not have an effective registration statement or the prospectus contained therein is not available for the issuance of the warrant shares to the holder, in lieu of exercising the warrants for cash, a cashless exercise option to receive a variable number of common shares. On 14 May 2020, holders of 100 warrants have exercised their rights through cash exercise and converted the warrants into ordinary shares. At 31 December 2020, the Group recorded a derivative warrant liability of USD 13,161,844 (31 December 2019: USD 15,709,460) which resulted in a gain on revaluation of derivative warrant liability for the year ended 31 December 2020 of USD 2,547,542 (31 December 2019: USD 1,273,740). |
General Reserve
General Reserve | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of General Reserve Explanatory [Abstract] | |
GENERAL RESERVE | 15 GENERAL RESERVE As required by the Articles of Association of BPGIC FZE, 10% of the profit for the year must be transferred to the general reserve. The subsidiary has resolved to discontinue such annual transfers as the reserve has reached 50% of the subsidiary’s issued share capital. The general reserve is not available for distribution to the shareholders. |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of borrowings [text block] [Abstract] | |
BORROWINGS | 16 BORROWINGS 2020 2019 Interest rate Maturity USD USD Non-current Bonds 8.5% 2025 180,014,715 - Term loan (1) 6 month EIBOR + 4% margin [minimum 5%] - 68,271,743 Term loan (2) 3 month EIBOR + 4% margin [minimum 5%] - 5,889,207 180,014,715 74,160,950 Current Bonds 8.5% 7,000,000 - Term loan (1) 6 month EIBOR + 4% margin [minimum 5%] - 10,135,939 Term loan (2) 3 month EIBOR + 4% margin [minimum 5%] - 2,138,248 Promissory notes - 2,265,000 7,000,000 14,539,187 Bonds Coupon Effective rate interest rate Maturity 2020 2019 % % date USD USD USD 200,000,000 bond net of transaction costs 8.5% 10.57% September 2025 187,014,715 - On 24 September 2020, the Group issued long term fixed interest rate senior secured bonds of USD 200,000,000 to private investors with a face value of USD 1 at an issue price of USD 0.95. The Group can issue further bonds of up to USD 50,000,000 under identical terms except issue price that can be above or below the nominal amount, subject to certain conditions. The proceeds of the bonds of USD 186,000,000 net of USD 4,000,000 of transaction costs were drawn down during November 2020. In accordance with the terms of the bonds, the proceeds were used to settle the existing term loans and promissory notes. An amount of USD 85,000,000 were transferred to a Construction account to be used solely to fund the remaining phase 2 construction costs. The balance proceeds were used for general corporate purposes. The bonds will be repaid in semi-annual payments of USD 7,000,000 starting September 2021 until March 2025, and one bullet repayment of USD 144,000,000 in September 2025. Interest will accrue at a coupon rate of 8.5% and will be payable semi-annually in March and September each year. The Group has the option to redeem the bonds in full or in part any time after 24 September 2023 (the “call option”). The call option represents an embedded derivative that has been separated from the host contract and separately valued. At 31 December 2020, management has assessed the value of the call option to be immaterial. The bonds are secured by: (i) pledge over all the existing and future shares of BPGIC FZE; (ii) assignment of rights and pledge over the balance in the Earnings account; (iii) pledge over the balance in the Liquidity account, the Debt Service Retention account and the Construction Funding account; (iv) pledge over moveable assets of BPGIC FZE and its subsidiaries;\ (v) security assignment of commercial contracts related to phase I and phase II, land lease agreement, port facilities agreement and EPC construction contract; (vi) security assignment over insurance contracts for phase I terminal, phase II terminal and admin building; (vii) security assignment over group and intercompany loans; and (viii) corporate guarantee from Brooge Energy Limited. The bond agreement also restricts BPGIC FZE from making any distributions other than in the form of an inter-company loan for phase III construction. Under the bond agreement, BPGIC FZE is subject to the following financial covenants during the term of the bonds: (i) Minimum Liquidity: BPGIC to maintain $8.5 million in the Liquidity account; (ii) Leverage Ratio: BPGIC and its subsidiaries’ leverage ratio not to exceed: (A) 5.5x at 31 December 2020; (B) 3.5x at 31 December 2021; and (C) 3.0x anytime thereafter; and (iii) Working Capital: BPGIC and its subsidiaries to maintain a positive working capital. The bond agreement requires the Group to comply with the following financial covenant: (i) Brooge Energy Limited to maintain a minimum equity ratio of 25%. As of 31 December 2020, BPGIC FZE and the Group was in compliance with its commitments under the bond agreement. Term loan 1 In 2014, the Group obtained term loan facility (1) amounting to USD 84,595,154 (AED 310,718,000) from a commercial bank in the UAE to partially finance the construction of phase 1 (14 oil storage tanks in Fujairah). The loan was repayable in 48 quarterly instalments, commencing 27 months after the start of the construction with final maturity not exceeding 31 March 2028 and was stated net of prepaid finance cost of USD 499,158. The interest was due on a quarterly basis from the loan drawdown date. The loan was drawn down in AED. In 2018, the Group entered into an agreement to amend term loan facility (1). As a result of this amendment the loan was repayable in 48 quarterly instalments starting October 2018 with final maturity in July 2030. The loan carried interest at 3 month EIBOR + 3% as compared to interest at 6 month EIBOR + 3.5% previously. As of 31 December 2018, the Group had not paid USD 3.7 million of principal and accrued interest that was due under the Phase I Financing Facilities. Also, as of 31 December 2018, the Group was not in compliance with its debt covenants, including the debt service coverage ratio contained in the Phase I Financing Facilities. Even though the lender did not declare an event of default under the loan agreements, these breaches constituted events of default and could have resulted in the lender requiring immediate repayment of the loans. Accordingly, as of 31 December 2018, the Group classified its debt balance of $94.8 million as a current liability. On 10 September 2019, the Group entered into an agreement with the bank to again amend term loan facility (1). The loan was payable in 45 instalments starting 31 October 2019 with final maturity on 30 July 2030. One of the instalments included a one-time lump sum repayment of USD 5,729,418 which represented the cumulative instalments including interest outstanding from periods prior to this amended agreement of USD 5,494,063 and an amendment fee of USD 235,355. On 30 December 2019, the Group entered into an amendment for term loan facility (1). The loan was payable in 44 instalments starting 31 January 2020 with final maturity on 30 July 2030. One of the instalments included a one-time lump sum repayment of USD 6,612,194, which represented the cumulative instalments including interest outstanding from periods prior to this amended agreement of USD 6,520,130 and an amendment fee of USD 92,064. At 31 December 2019, the Group’s current liabilities exceeded its current assets by USD 72.7 million. Subsequent to the year end, the Group defaulted on its commitments under its term loans and the Group was not in compliance with its debt covenants, including the debt service coverage ratio contained in the Group’s loan agreements. Even though the lender did not declare an event of default under the loan agreements, these breaches constituted events of default and could have resulted in the lender requiring immediate repayment of the loans. On 15 June 2020, the Group entered into another amendment for term loan facility (1). The new payment terms comprised of 46 instalments starting 30 June 2020 with final maturity on 31 July 2030. The loan carried interest at 6 month EIBOR + 4% [minimum 5%] per annum to be further enhanced to 6 month EIBOR + 4.5% [minimum 5%] per annum starting from January 2021, compared to interest at 3 month EIBOR + 3% per annum previously. An amendment fee of USD 136,128 was paid. In November 2020, the Group fully settled the term loan facility (1) using the proceeds of the Bond issue. The Group paid USD 74,082,548 in final settlement in addition to repayments of USD 4,824,291 during the year. The final settlement amount included USD USD 559,637 as a prepayment penalty. Term loan 2 During 2017, the Group obtained an additional term loan facility (2) of USD 11,108,086 (AED 40,800,000) from a commercial bank in the UAE for the construction of an administrative building in Fujairah. The loan was repayable in 20 quarterly instalments starting after a six months grace period commencing in April 2017 and was stated net of prepaid finance cost of USD 58,578. The interest was due on a quarterly basis from the loan drawdown date. The loan was drawn down in AED. During the year 2018, the Group entered into an agreement to amend term loan facility (2). The loan was repayable in 20 quarterly instalments starting October 2018 with final maturity in July 2023. The loan carried interest at 3 month EIBOR + 3% as compared to interest at 3 month EIBOR + 3.5% previously. Term loan (2) was not amended as part of the 10 September 2019 and 30 December 2019 agreements to amend loan (1). In 2019, the Group repaid all instalments due in accordance with the repayment schedule. On 15 June 2020, the Group entered into another amendment by revoking the previous amendment for term loan facility (2). The loan was payable in 16 instalments starting 30 June 2020 with final maturity on 31 July 2030. The loan carried interest at 3 month EIBOR + 4% [minimum 5%] per annum to be further enhanced to 3 month EIBOR + 4.5% [minimum 5%] per annum starting from January 2021 as compared to interest at 3 month EIBOR + 3% per annum previously. In November 2020, the Group fully settled the term loan facility (2) using the proceeds of the Bond issue. The Group paid USD 7,546,964 in final settlement in addition to repayments of USD 539,069 during the year. The final settlement amount included USD 147,006 as a prepayment penalty. The term loans 1 and 2 were secured by a mortgage on the tanks and the office/administration building, step-in right to the leased land and assignment of insurance policies. The security was released upon the settlement of loans. Term loan 4 In 2018, the Group The Group did not make any drawdowns on the term loan facility (4). In 2020, the Group has cancelled the facility subsequent to the issuance of the bonds. The borrowings are repayable as follows: 2020 2019 USD USD Payable within 1 year 7,000,000 14,541,774 Payable within 1 and 2 years 14,000,000 9,216,973 Payable within 2 and 5 years 179,000,000 24,948,779 Payable after 5 years - 40,550,347 200,000,000 89,257,873 Promissory notes Pursuant to the Business Combination Agreement, in 2019, Twelve Seas, Early Bird Capital (EBC), and the Company entered into the Business Combination Marketing Agreement Fee Amendment (the “BCMA Fee Amendment”) whereby the Company became party to the Business Combination Marketing Agreement solely with respect to the provision relating to EBC’s fees and EBC’s fees were amended. Pursuant to the Business Combination Marketing Agreement, as amended by the BCMA Fee Amendment, EBC received as full payment for any and all fees under the Business Combination Marketing Agreement, a cash fee equal to USD 3,000,000 and a USD 1,500,000 million non-interest bearing promissory note of the Company due and payable on the earlier of (i) the first anniversary of the Closing and (ii) the consummation by the Company of a follow-on securities offering. In case of default, the promissory note would bear interest at the rate of 10% per annum. There was an additional promissory note of USD 765,000 that was issued by Twelve Seas prior to the transaction payable to Twelve Seas sponsors which was included in the net assets contributed by Twelve Seas as part of the transaction, further details disclosed in note 25. The Group has fully settled the promissory notes during the year. Changes in liabilities arising from borrowings and leases are as follows: 1 January Cash flows Other* 31 December USD USD USD USD 2020 Lease liability Current 2,154,878 (786,416 ) 8,426,596 9,795,058 Non-current 28,624,259 - 50,665,248 79,289,507 Total 30,779,137 (786,416 ) 59,091,844 89,084,565 Borrowings Current 14,539,187 (14,539,187 ) 7,000,000 7,000,000 Non-current 74,160,950 111,839,050 (5,985,285 ) 180,014,715 Total 88,700,137 97,299,863 1,014,715 187,014,715 2019 Lease liability Current 2,112,624 (2,313,323 ) 2,355,577 2,154,878 Non-current 28,108,801 - 515,458 28,624,259 Total 30,221,425 (2,313,323 ) 2,871,035 30,779,137 Borrowings Current 94,792,088 (8,435,416 ) (71,817,485 ) 14,539,187 Non-current - - 74,160,950 74,160,950 Total 94,792,088 (8,435,416 ) 2,343,465 88,700,137 *The ‘Other’ column includes the effect of amortization of prepaid finance costs on borrowings, promissory notes and reclassification between current and non-current portion. In respect of leases, the ‘Other’ column includes unwinding of interest and reclassification between current and non-current portion. |
Lease Liability
Lease Liability | 12 Months Ended |
Dec. 31, 2020 | |
Lease liabilities [Abstract] | |
LEASE LIABILITY | 17 LEASE LIABILITY During 2013, the Group entered into a land lease agreement with the Municipality of Fujairah for a period of 30 years, extendable for another 30 years at the option of the Group. The Group has concluded that they have the right-to-use of the asset and accordingly, recorded a lease liability as per the requirements of IFRS 16. Given the use of the land, it is reasonably certain that the Group will continue to lease the land till the end of the lease period (i.e. 60 years) and accordingly the below lease rentals cover a period up to 60 years discounted at the rate of 9.5% (2019: 9.5%) as an incremental borrowing rate for the Group. Annual lease rental is increased by 2% on an annual basis as per the agreement. During the year, the Group entered into another land lease agreement in respect of its phase 3 project with the Fujairah Oil Industry Zone for a period of 30 years, extendable for another 30 years. Given the use of the land, it is reasonably certain that the Group will continue to lease the land till the end of the lease period (i.e. 60 years) and accordingly the below lease rentals cover a period up to 60 years discounted at the rate of 13% (2019:nil) as an incremental borrowing rate for the Group. Annual lease rental is increased by 2% on an annual basis and there is an initial rent free period of 18 months from the contract date. Changes in the lease liability are as follows: 2020 2019 USD USD At 1 January 30,779,137 30,221,425 Additions 55,565,863 Interest charge 3,525,981 2,871,035 Amount paid during the year (786,416 ) (2,313,323 ) At 31 December 89,084,565 30,779,137 The lease liability is classified in the consolidated statement of financial position as follows: 2020 2019 USD USD Current 9,795,058 2,154,878 Non-current 79,289,507 28,624,259 89,084,565 30,779,137 The maturity of the lease liability is as follows: Lease payments Present value of 2020 2019 2020 2019 USD USD USD USD Not later than one year 10,708,720 2,359,590 9,795,058 2,154,877 Later than one year and not later than five years 35,875,520 9,919,810 24,285,120 7,241,240 Later than five years 858,043,425 213,469,800 55,004,387 21,383,020 904,627,665 225,749,200 89,084,565 30,779,137 Finance costs (815,543,100 ) (194,970,063 ) - - Present value of minimum lease payments 89,084,565 30,779,137 89,084,565 30,779,137 Additional information relating to the right-of-use asset and Group’s lease is provided in note 9 to the consolidated financial statements. Please refer to note 2.5 that explains significant management judgment exercised with respect to a new lease agreement entered into during the year. |
Provisions
Provisions | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of provisions [text block] [Abstract] | |
PROVISIONS | 18 PROVISIONS 2020 2019 USD USD Provision for employees’ end of service benefits 40,514 13,941 Asset retirement obligation 873,334 - 913,848 13,941 As part of the land lease agreement between the Fujairah Oil Industry Zone (“FOIZ”) and the Group, the Group has a legal obligation to remove the plant at the end of its useful life, or earlier, if the Group is unable to continue its operations, and restore the land. The Group has employed professional valuers to estimate the amount of liability. Refer (note 2.5) for significant assumptions made in the estimate. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of derivative financial instruments [text block] [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | 19 DERIVATIVE FINANCIAL INSTRUMENTS 2020 2019 USD USD Interest rate swaps - 1,518,249 In 2018, the Group entered into an interest rate swap with a commercial bank exchanging variable interest for fixed interest at specified dates on its term loan 1 (note 16). The interest rate swap’s maturity was in June 2023. The Company was exposed to variability in future interest cash flows on terms loan and Islamic ijara loan which were subject to interest at a variable rate. During the year, the Group fully settled the term loans as well as the interest rate swaps. The Group have repaid USD 1,858,753 in settlement. The details of these derivative financial instruments are as follows : Notional Fair value Fair value amount asset liability USD USD USD 31 December 2020 Designated at FVTPL Interest rate swaps - - - 31 December 2019 Designated at FVTPL Interest rate swaps 79,253,015 - 1,518,249 |
Accounts Payable, Accruals and
Accounts Payable, Accruals and Other Payables | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of accrued expenses and other liabilities [text block] [Abstract] | |
ACCOUNTS PAYABLE, ACCRUALS AND OTHER PAYABLES | 20 ACCOUNTS PAYABLE, ACCRUALS AND OTHER PAYABLES 2020 2019 USD USD Accounts payable 3,727,768 25,989,961 Accrued interest on borrowings 4,250,000 3,387,446 Capital accruals 4,453,830 31,469,596 Advances from customer 1,015,313 Accrued expenses 382,986 268,118 13,829,897 61,115,121 |
Related Party Transactions and
Related Party Transactions and Balances | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of related party [text block] [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | 21 RELATED PARTY TRANSACTIONS AND BALANCES Related parties include the shareholders of the Group and companies controlled, directly or indirectly, by the shareholders or directors or associates of the Group and key management personnel. The audit committee is responsible for reviewing and approving related party transactions to the extent the Group contemplates engaging in such a transaction. Transactions with related parties Movements in shareholders’ account are as follows: 2020 2019 USD USD Contributions by the shareholders 2,041,928 77,090,648 Amounts paid on behalf of the Group by the shareholders* - 1,135,484 Amounts paid by the Group on behalf of the shareholders - (1,647,064 ) Distributions to shareholders - (53,279,016 ) 2,041,928 23,300,052 These amounts are repayable at the discretion of the Board of Directors of the Group and are interest free, therefore classified as part of equity. * These include expenses paid on behalf of the Group Changes in shareholders’ account is as follows: 2020 2019 USD USD At 1 January 71,017,815 47,717,763 Net contributions (distributions) during the year 2,041,928 23,300,052 At 31 December 73,059,743 71,017,815 No distributions were made during the year. Movements in other balances with shareholders are as follows: 2020 2019 USD USD Expenses paid on behalf of shareholders* 433,560 57,550 Expenses paid on behalf of the Group by a shareholder** (154,279 ) - 279,281 57,550 * These include legal and corporate expenses paid on behalf of the shareholders. ** These include office rent paid by a shareholder on behalf of the Group. In addition to the above, funds amounting to USD 2,425,904 were received and repaid to shareholders during the year. Due from related parties: BPGIC Holdings (shareholder) 255,818 - HBS Investments LP (shareholder) 17,479 13,388 H Capital International LP (shareholder) 16,975 11,056 O2 Investments Limited as GP (shareholder) 9,303 6,181 SBD International LP (shareholder) 17,851 13,760 SD Holding Limited as GP (shareholder) 9,850 6,984 Gyan Investments Ltd (shareholder) 9,555 6,181 336,831 57,550 Key management remuneration for the year ended 31 December 2020 amounted to USD 1,417,266 (2019: USD 1,160,293), charged to consolidated statement of comprehensive income (within profit and loss). The full amount of the key management remuneration relates to short term employment benefits. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of earnings per share [text block] [Abstract] | |
EARNINGS PER SHARE | 22 EARNINGS PER SHARE Basic EPS is calculated by dividing the profit/(loss) for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is calculated by dividing the profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. The following table reflects the income and share data used in the basic and diluted EPS calculations: (Restated) 2020 2019 2018 USD USD USD Profit/(loss) attributable to ordinary equity holders of the parent 17,159,113 (75,284,923 ) 16,060,652 2020 2019 2018 No of shares No of shares No of shares Weighted average number of ordinary shares 88,035,321 80,264,186 80,000,000 As part of the reverse acquisition transaction (note 26) warrants and ordinary shares subjected to escrow has been issued. In the calculation of diluted earnings per shares, the warrants have been excluded as the average market price of ordinary shares during the period exceeded the exercise price of the warrants i.e they are not in the money. The number of contingently issuable shares (21,552,000 escrow shares) to be included in the diluted earnings per shares calculation is based on the number of shares that would be issuable if the end of the period were the end of the Escrow Period (note 26). No ordinary shares would have been issuable on 31 December 2020 as the conditions attached to the escrow shares have not been met at reporting date. As a result, the escrow shares have been excluded from the calculation of diluted earnings per share for 31 December 2020 and the weighted average number of ordinary shares for basic earnings per share and diluted earnings per shares are the same. On 14 May 2020, holders of 100 (2019: nil) warrants have exercised their rights through cash exercise and converted the warrants into ordinary shares. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of commitments [text block] [Abstract] | |
COMMITMENTS | 23 COMMITMENTS 2020 2019 USD USD Capital commitments: Within one year 33,125,477 79,334,742 Capital commitments relate to construction of phase 2 which is expected to be completed by the end of third quarter of 2021 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of fair value of financial instruments [text block] [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 24 FAIR VALUE OF FINANCIAL INSTRUMENTS Management considers that the fair value of financial assets and financial liabilities in the consolidated financial statements approximate their carrying amounts at the reporting date except the borrowings issued by the Group. Fair value hierarchy The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable. Total Level 1 Level 2 Level 3 fair value USD USD USD USD Liabilities measured at fair value: Derivative financial instruments 31 December 2020 13,161,844 - - 13,161,844 31 December 2019 (Restated) 15,709,460 1,518,249 - 17,227,709 Borrowings 31 December 2020 - 195,640,464 - 195,640,464 31 December 2019 - - - - The fair values of the financial liabilities measured at fair value included in the Level 1 and Level 2 category above, have been determined in accordance with quoted price and generally accepted pricing models based on a discounted cash flow analysis, respectively. The models incorporate various inputs including interest rate curves and forward rate curves of the underlying instruments. During the years ended 31 December 2020 and 2019, there were no transfers between Level 1 and Level 2 fair value measurements. |
Financial Risk Management and P
Financial Risk Management and Policies | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of financial risk management [text block] [Abstract] | |
FINANCIAL RISK MANAGEMENT AND POLICIES | 25 FINANCIAL RISK MANAGEMENT AND POLICIES The main risks arising from the Group’s financial instruments are interest rate risk, credit risk, currency risk and liquidity risk. Management reviews and agrees policies for managing each of these risks which are summarized below. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group Market risk The Group’s activities expose it to the financial risks of changes in interest rates and price risk of the warrants. As the warrants are recognized at fair value on the consolidated statement of financial position of the Group, the Group’s exposure to market risks results from the volatility of the warrants price. The warrants are publicly traded at the NASDAQ Stock Exchange. Market risk At the reporting date, the exposure to derivative warrant liability at fair value listed on the NASDAQ was USD 13,161,844 (2019: 15,709,460). The Group has determined that an increase/(decrease) of 10% on the NASDAQ could have an impact of approximately USD 1,316,184 (2019: USD 1,570,946) increase/(decrease) on the income and equity attributable to the Group. Currency risk The Group does not have any significant exposure to currency risk as most of its assets and liabilities are denominated in USD or UAE Dirhams, which are pegged to the USD. Credit risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Group is exposed to credit risk on bank balances and receivables as reflected in the consolidated statement of financial position, with a maximum exposure equal to the carrying amount of these instruments. The expected credit loss on trade and other receivables are considered insignificant for 2020 and 2019. The Group has a low credit risk exposure on its trade receivables based on established policy, procedures and controls relating to customer credit risk management. Credit quality of the customer is assessed as part of contract negotiations. Outstanding receivables are regularly monitored. Liquidity risk The Group monitors its risk to a shortage of funds using a recurring liquidity planning tool. This tool considers projected financing requirements of the Group during the construction phase and cash projections from operations with outstanding bank facilities and outstanding bank commitments as defined under the finance documents. The Group The table below summarizes the maturity profile of the Group’s financial liabilities at 31 December 2020 and 31 December 2019 based on contractual undiscounted payments. On Less than 3 months 1 to 5 demand 3 months to 1 year years > 5 years Total USD USD USD USD USD USD 31 December 2020 Borrowings (including accrued interest) - 8,500,000 15,500,000 250,290,000 - 274,290,000 Lease liability - 3,979,956 6,728,765 35,875,519 858,043,425 904,627,665 Derivative financial instruments - - - - - - Accounts payable, accruals and other payables (excluding accrued interest and advance from customers) - 4,110,754 4,453,830 - - 8,564,584 Total - 16,590,710 26,682,595 286,165,519 858,043,425 1,187,482,249 31 December 2019 Borrowings (including accrued interest) - 8,101,006 9,178,414 34,165,752 40,550,347 91,995,519 Lease liability - 2,359,590 - 9,919,810 213,469,799 225,749,199 Derivative financial instruments - - 1,518,249 - - 1,518,249 Accounts payable, accruals and other payables (excluding accrued interest) - 26,350,143 31,469,596 - - 57,819,739 Total (restated) - 36,810,739 42,166,259 44,085,562 254,020,146 377,082,706 The derivative warrant liabilities have not been included in the table above as there is no requirement to settle the warrants in cash. Capital management The primary objective of the Group’s capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximize shareholders’ value and to meet its borrowings covenants. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust future distribution policy to shareholders, issue new shares or shareholders’ contributions. The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group includes within net debt, the lease liability, borrowings, and trade and other payables, less cash and cash equivalents. Capital includes share capital, shareholders’ accounts, general reserve and (accumulated losses) retained earnings. Refer to note 15 for discussion on Group’s debt covenants. 2020 2019 USD USD Borrowings 187,014,715 88,700,137 Lease liability 89,084,565 30,779,137 Less: cash and cash equivalents (20,989,970 ) (19,830,771 ) Net debt 255,109,310 99,648,503 Total capital 128,618,677 109,416,415 Capital and net debt 383,727,987 209,064,918 Gearing ratio 66 % 48 % |
Reverse Acquisition Transaction
Reverse Acquisition Transaction | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of transactions recognised separately from acquisition of assets and assumption of liabilities in business combination [text block] [Abstract] | |
REVERSE ACQUISITION TRANSACTION | 26 REVERSE ACQUISITION TRANSACTION In connection with the reverse acquisition transaction as described in note 1, the following occurred in 2019: Twelve Seas: ● Each outstanding ordinary share of Twelve Seas was exchanged for one (1) ordinary share of Brooge Energy. ● Each outstanding warrant of Twelve Seas was exchanged for one warrant of Brooge Energy. ● As part of the reverse acquisition, 10,869,719 shares were issued to Twelve Seas which included 1.5 million Escrow shares subject to meeting certain financial milestones stated in this note below. Further, 21,229,000 warrants were issued to Twelve Seas in exchange ratio stated above. ● In connection with the closing of the reverse acquisition transaction, holders of 16,997,181 ordinary shares of Twelve Seas sold in Twelve Seas’s Initial Public Offering (“IPO”) exercised their right to redeem such shares at a price of $10.31 per share, for an aggregate redemption amount of approximately USD 175.36 million. Brooge Petroleum and Gas Investment Company FZE: ● Twelve Seas issued a total of 100 million shares (inclusive of 20 million of escrowed shares) to BPGIC in exchange for 100 ordinary shares of BPGIC. All 100 million shares were simultaneously replaced with Brooge Energy shares at the ratio of 1:1. The fair value of the shares that were swapped between the parties above was based on the closing share price of Brooge Energy’s as traded on NASDAQ on 20 December 2019 which was USD 10.49 per share. The fair value of the warrants that were swapped between the parties above was based on the closing price of Brooge Energy’s warrant as traded on NASDAQ on 20 December 2019 which was USD 0.80 per warrant. As part of the above-mentioned reverse acquisition transaction, Twelve Seas’ net assets of USD 32.4 million (see below) were assumed by the Company and the issuance of ordinary shares and warrants by the Company was recognized at fair value of USD 131.0 million, with the resulting difference amounting to USD 98.6 million representing the listing expense recognized on the transaction. In addition, the Group incurred other listing expenses such as lawyers and consultants fees of USD 3.1 million, resulting in a total listing expense of USD 101.9 million as reflected in the consolidated statement of comprehensive income for the year ended 31 December 2019. The net assets of USD 32,383,588 were assumed on 20 December 2019 comprised of: USD Cash and cash equivalent 33,064,568 Current assets 84,000 Accounts payable (765,000 ) Shares issued to Twelve Seas as part of the reverse acquisition transaction included escrow shares of 1,552,000 being 30% of the founder shares which are subject to meeting certain financial milestones as mentioned below. The fair value of the shares in escrow is not materially different from that of the shares which are not in escrow as the rights of these shares are similar to those of “normal ordinary shares” since, management has a reasonable expectation that the subject financial milestones will be met. The total shares issued by Brooge Energy to BGPIC were 98,718,035 (inclusive of the 20 million shares in escrow) after reduction of 1,281,965 shares due to the 40% cash election exercised by BPGIC. 20,000,000 of the Exchange Shares (“Escrow Property”) otherwise issuable to BPGIC is set aside in escrow until released upon the satisfaction of certain financial milestones and share price targets below: One-half (½) of the Escrow Property shall become vested and no longer subject to forfeiture, and be released to the seller, in the event that either: (a) the Annualized EBITDA (as defined in the Escrow Agreement) for any full fiscal quarter during the Escrow Period (beginning with the first full fiscal quarter beginning after the Closing) (an “Escrow Quarter”) equals or exceeds USD 175,000,000 or (b) at any time during the Escrow Period, the closing price of the Brooge Energy ordinary shares equals or exceeds $12.50 per share (subject to equitable adjustment) for any ten (10) Trading Days (as defined in the Escrow Agreement) within any twenty (20) Trading Day period during the Escrow Period. All Escrow Property remaining in the Escrow Account shall become vested and no longer subject to forfeiture, and be released to the seller, in the event that either: (a) the Annualized EBITDA for any Escrow Quarter equals or exceeds $250,000,000 or (b) at any time during the Escrow Period, the closing price of the Brooge Energy ordinary shares equals or exceeds $14.00 per share (subject to equitable adjustment) for any ten (10) Trading Days within any twenty (20) Trading Day period during the Escrow Period. The Escrow Period represents the period commencing from the closing until the end of the twentieth (20th) fiscal quarter after the commencement date of the first full fiscal quarter beginning after the Closing:. The same conditions mentioned above applied for the escrow founder shares. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of events after reporting period [text block] [Abstract] | |
SUBSEQUENT EVENTS | 27 SUBSEQUENT EVENTS In January 2021, BIA agreed to release 41,563 m 3 3 In February 2021, BIA agreed to release further 41,563 m 3 3 In March 2021, BIA agreed to release further 83,126 m 3 In March 2021, the Group with the mutual agreement of the customer novated an agreement entered in March with the new customer for the same quantity of 83,126 m 3 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of consolidation | Basis of consolidation (i) Subsidiaries The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 December 2020. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has: ● power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); ● exposure, or rights, to variable returns from its involvement with the investee; and ● the ability to use its power over the investee to affect its returns. When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: ● The contractual arrangement with the other vote holders of the investee; ● Rights arising from other contractual arrangements; and ● The Group’s voting rights and potential voting rights. The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: ● derecognizes the assets (including goodwill) and liabilities of the subsidiary ● derecognizes the carrying amount of any non-controlling interests ● derecognizes the cumulative translation differences recorded in equity ● recognizes the fair value of the consideration received ● recognizes the fair value of any investment retained ● recognizes any surplus or deficit in profit or loss ● reclassifies the parent’s share of components previously recognized in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities Details of subsidiaries as at 31 December 2020 and 31 December 2019 were as follows: Legal name Country of incorporation Percentage of ownership 2020 2019 Brooge Petroleum and Gas Investment Company FZE United Arab Emirates 100% 100% Brooge Petroleum and Gas Investment Company Phase III FZE United Arab Emirates 100% - BPGIC International (formerly known as Twelve Seas) Cayman Islands 100% 100% Brooge Petroleum and Gas Management Company Ltd United Arab Emirates 100% - BPGIC Phase 3 Limited (Jebel Ali Free Zone Authority - Dubai) United Arab Emirates 100% - The financial statements of the subsidiaries are prepared for the same reporting year as the Group. Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. The carrying amount of the Company’s investment in the subsidiaries and the equity of the subsidiaries are eliminated on consolidation. All significant intra-group balances, and income and expenses arising from intra-group transactions are also eliminated on consolidation. (ii) Non-controlling interests (“NCI”) NCI are measured at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. (iii) Business combinations Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date fair value and any resulting gain or loss is recognized in profit or loss. It is then considered in the determination of goodwill. Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 Financial Instruments, is measured at fair value with changes in fair value recognized either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured and subsequent settlement is accounted for within equity. A ‘reverse acquisition’ is a business combination in which the legal acquirer - i.e. the entity that issues the securities (i.e. listed entity) becomes the acquiree for accounting purposes and the legal acquiree becomes the acquirer for accounting purposes. It is the application in accordance with IFRS 3 Business Combinations on identifying the acquirer, which results in the identification of the legal acquiree as the accounting acquirer in a reverse acquisition. Application in accordance with IFRS 3 Business Combinations on identifying the acquirer may result in identifying the listed entity as the accounting acquiree and the unlisted entity as the accounting acquirer. In this case, if the listed entity is: ● a business, IFRS 3 Business Combinations applies; ● not a business, IFRS 2 Share-based Payment applies to the transaction once the acquirer has been identified following the principles in accordance with IFRS 3 Business Combinations. Under this approach, the difference between the fair value of the consideration paid less the fair value of the net assets acquired, is recognized as a listing expense in profit or loss. |
Revenue recognition | Revenue recognition Revenue from contracts with customers is recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those services or goods. Revenues excludes amounts collected on behalf of third parties and are net of discounts and value added taxes. Monthly storage rates and prices for other services are contractually agreed before the services are rendered and do not contain material variable components. When it is probable that the future economic benefits will flow to the Group, the recognition in the consolidated statement of income is in proportion to the stage of the rendered performance as at the end of the reporting period. The Group has a right to a consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s services completed to date. Tank storage rentals, including minimum guaranteed throughputs, are recognized on a straight-line basis over the contractual period during which the services are rendered. Revenues from excess throughputs, heating/cooling, homogenization, product movements and other services are recognized when these services are rendered. Customers simultaneously consume and benefit from the services at the moment that these are rendered, resulting in a situation where revenue is recognized over time. Where substantially the entire storage capacity is leased to a single customer, the contract contains a lease and the entire storage revenue is presented as lease revenue. Storage fees are mostly invoiced upfront in the month preceding the month to which the storage fees relate. Handling and other services are generally invoiced afterwards, based on the actual usage. Invoices are generally paid by customers at relatively short notice in agreement with the payment terms of the contracts. |
Borrowing costs | Borrowing costs General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization. All other borrowing costs are recognized in the consolidated statement of comprehensive income (within profit and loss) in the period during which they are incurred. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Capital work under progress is stated at cost and subsequently transferred to assets when it is available for use. Cost of an item of property, plant and equipment comprises its acquisition cost including borrowing cost and all directly attributable costs of bringing the asset to working condition for its intended use. Such cost includes the cost of replacing part of the plant and equipment when that cost is incurred, if the recognition criteria are met. Likewise, when a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in the consolidated statement of comprehensive income (within profit and loss) as incurred. Depreciation is computed using the straight-line method based on the estimated useful lives of assets as follows: Buildings 25 years Tanks 50 years Installations (pipeline, pumps and other equipment) 20 - 25 years Other equipment 5 years Right-of-use asset - Land 60 years The assets’ residual values and useful lives are reviewed and adjusted if appropriate, at each financial year end to determine whether there is an indication of impairment. If any such indication exists, an impairment loss is recognized in the consolidated statement of comprehensive income (within profit and loss). For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). The carrying amounts are reviewed at each reporting date to assess whether they are recorded in excess of their recoverable amounts, and where carrying values exceed this estimated recoverable amount, assets are written down to their recoverable amount, being the higher of their fair value less costs to sell and their value in use. An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of comprehensive income (within profit and loss) in the year the asset is derecognized. |
Capital work in progress | Capital work in progress Capital work in progress is stated at cost, which represents costs for the design, development, procurement, construction and commissioning of the asset under development. Cost includes borrowing cost capitalized and depreciation of the right-of-use asset during the construction phase. When the asset is in the location and condition necessary to operate in the manner intended by management, capital work in progress is transferred to the appropriate property, plant and equipment category and depreciated in accordance with the Group’s policies. |
Impairment of non-financial assets | Impairment of non-financial assets At each reporting date, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest cash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in the consolidated statement of comprehensive income (within profit and loss). Where an impairment loss subsequently reverses, the carrying amount of the asset (cash- generating unit) is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (cash-generating unit) in prior years. |
Cash and cash equivalents | Cash and cash equivalents For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash in hand, bank balances and short-term deposits with original maturity of three months or less, net of bank overdraft. |
Inventories | Inventories Inventories are valued at the lower of cost, determined on the basis of weighted average cost, and net realizable value. Costs are those expenses incurred in bringing each item to its present location and condition. Net realisable value is valued at selling prices net of selling costs. |
Leasing | Lease liability The lease liability is initially recognized at the present value of the lease payments that are not paid at the commencement date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses its incremental borrowing rate. After initial recognition, the lease liability is measured by (a) increasing the carrying amount to reflect interest on the lease liability; (b) reducing the carrying amount to reflect the lease payments made; and (c) remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. Where, (a) there is a change in the lease term as a result of the reassessment of certainty to exercise an option, or not to exercise a termination option as discussed above; or (b) there is a change in the assessment of an option to purchase the underlying asset, assessed considering the events and circumstances in the context of a purchase option, the Group remeasures the lease liabilities to reflect changes to lease payments by discounting the revised lease payments using a revised discount rate. The Group determines the revised discount rate as the interest rate implicit in the lease for the remainder of the lease term, if that rate can be readily determined, or its incremental borrowing rate at the date of reassessment, if the interest rate implicit in the lease cannot be readily determined. Where, (a) there is a change in the amounts expected to be payable under a residual value guarantee; or (b) there is a change in future lease payments resulting from a change in an index or a rate used to determine those payments, including a change to reflect changes in market rental rates following a market rent review, the Group remeasures the lease liabilities by discounting the revised lease payments using an unchanged discount rate, unless the change in lease payments results from a change in floating interest rates. In such case, the Group uses a revised discount rate that reflects changes in the interest rate. The Group recognizes the amount of the re-measurement of the lease liability as an adjustment to the right-of-use asset. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Group recognizes any remaining amount of the re-measurement in the consolidated statement of comprehensive income (within profit and loss). The Group accounts for a lease modification as a separate lease if both: a) the modification increases the scope of the lease by adding the right to use one or more underlying assets; and b) the consideration for the lease increases by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the circumstances of the particular contract. |
Financial assets | Financial assets Classification and measurement The Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Under IFRS 9, debt financial instruments are subsequently measured at fair value through profit or loss (FVPL), amortized cost, or fair value through other comprehensive income (FVOCI). The classification is based on two criteria: the Group’s business model for managing the assets; and whether the instruments’ contractual cash flows represent ‘solely payments of principal and interest’ on the principal amount outstanding (the ‘SPPI criterion’). The classification and measurement of the Group’s debt financial assets are, as follows: ● Debt instruments at amortized cost for financial assets that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the SPPI criterion. This category includes the Group’s trade and other receivables. ● Debt instruments at FVOCI, with gains or losses recycled to profit or loss on derecognition. Financial assets in this category that meet the SPPI criterion and are held within a business model both to collect cash flows and to sell. Financial assets at amortized cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognized in the consolidated statement of comprehensive income when the asset is derecognized, modified or impaired. Other financial assets including derivative financial instruments are measured at FVPL. Derecognition A financial asset (or, where applicable a part of a financial asset or part of a Group of similar financial assets) is derecognized when: - The rights to receive cash flows from the asset have expired, or - The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the Group’s continuing involvement in the asset. In that case, the Group also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained. Continuing involvement that takes the form of a guarantee over the transferred asset, is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay. Impairment of financial assets Under IFRS 9, the Group records an allowance for Expected Credit Loss (ECL) for all loans and debt financial assets not held at FVPL. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive. The shortfall is then discounted at an approximation to the asset’s original effective interest rate. For trade and other receivables, the Group has applied the standard’s simplified approach and has calculated ECLs based on lifetime expected credit losses. The Group calculates the ECL based on the Group’s historical credit loss experience, adjusted for forward-looking factors specific to the customer and the economic environment. The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. |
Equity instruments | Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group comprising of share capital, share premium and shareholders’ accounts are recorded at the proceeds received, net of direct issue costs. Escrow shares issued as part of the reverse acquisition are subject to meeting certain financial milestones during the vesting period as disclosed in note 26 The fair value of the shares in escrow is not materially different from that of the shares which are not in escrow as the rights of these shares are similar to those of “normal ordinary shares”. |
Financial liabilities | Financial liabilities Initial recognition Financial liabilities within the scope of IFRS 9 are classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Group determines the classification of its financial liabilities at initial recognition. Financial liabilities are recognized initially at fair value and in the case of loans and borrowings fair value of the consideration received less directly attributable transaction costs. The Group’s financial liabilities include trade and other payables, lease liability, warrants and borrowings. Subsequent measurement The measurement of financial liabilities depends on their classification as follows: Accounts payable Liabilities are recognized for amounts to be paid in the future for goods and services received, whether billed by the supplier or not. Loans and borrowings All loans and borrowings are initially recognized at the fair values less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortized cost using the effective interest method. Gains and losses are recognized in the consolidated statement of comprehensive income (within profit and loss) when liabilities are derecognized. Derecognition A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in the consolidated statement of comprehensive income (within profit and loss). A non-substantial modification to a financial liability is not treated as a derecognition of the original liability. The difference between the carrying amount and the net present value of the modified terms discounted using the original effective interest rate is recognized in the consolidated statement of comprehensive income (within profit and loss) |
Offsetting of financial instruments | Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount reported in the consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously. |
Amortized cost of financial instruments | Amortized cost of financial instruments Amortized cost is computed using the effective interest method less any allowance for impairment and principal repayment or reduction. The calculation takes into account any premium or discount on acquisition and includes transaction costs and fees that are an integral part of the effective interest rate. |
Derivative financial instruments | Derivative financial instruments The Group uses derivative financial instruments, interest rate swaps, to hedge its interest risks. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Warrants are accounted for as derivative financial instruments (a financial liability) as they give the holder the right to obtain a variable number of common (ordinary) shares in case an effective registration statement is not maintained, which is not fully within the control of the Group. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value through profit or loss. The warrants shall lapse and expire after five years from the closing of the reverse acquisition transaction (note 26). A derivative embedded in a hybrid contract, with a financial liability or non-financial host, is separated from the host and accounted for as a separate derivative if: the economic characteristics and risks are not closely related to the host; a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and the hybrid contract is not measured at fair value through profit or loss. Embedded derivatives are measured at fair value with changes in fair value recognized in profit or loss. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss category. Any gains or losses arising from changes in the fair value of derivatives are taken directly to the consolidated statement of comprehensive income (within profit and loss) as the Group has not designated derivative financial instruments under hedging arrangements. |
Provisions | Provisions Provisions are recognized when the Group has a legal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation at the end of the reporting period, using a rate that reflects current market assessments of the time value of money and the risks specific to the obligation. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that a reimbursement will be received and the amount of the receivable can be measured reliably |
Decommissioning liabilities | Decommissioning liabilities As part of the land lease agreement between Fujairah Municipality and the Group, the Group has a legal obligation to remove the plant at the end of its lease term. The Group initially records a provision for asset retirement obligations at the best estimate of the present value of the expenditure required to settle the obligation at the time a legal (or constructive) obligation is incurred, if the liability can be reliably estimated. When the provision is initially recorded, the carrying amount of the related asset is increased by the amount of the liability. Provisions are adjusted at each balance sheet date to reflect the current best estimate. The unwinding of the discount is recognized as finance cost. The Group’s operating assets generally consist of storage tanks and related facilities. |
Value added tax | Value added tax Expenses and assets are recognized net of the amount of value added tax, except: ● when the value added tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the value added tax is recognized as part of the cost of acquisition of the asset or as part of the expense item, as applicable ● when receivables and payables are stated with the amount of value added tax included The net amount of value added tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the consolidated statement of financial position. |
Foreign currencies | Foreign currencies Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date. All differences are taken to the consolidated statement of comprehensive income (within profit and loss). Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. |
Employees’ end of service benefits | Employees’ end of service benefits The Group provides end of service benefits to its employees. The entitlement to these benefits is based upon the employees’ final salary and length of service, subject to the completion of a minimum service period. The expected costs of these benefits are accrued over the period of employment. |
Fair value | Fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: ● in the principal market for the asset or liability, or ● in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; ● Level 2 inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and ● Level 3 inputs are unobservable inputs for the asset or liability. |
Current versus non-current classification | Current versus non-current classification The Group presents assets and liabilities in consolidated statement of financial position based on current/non-current classification. An asset is current when it is: ● expected to be realized or intended to be sold or consumed in a normal operating cycle ● held primarily for the purpose of trading ● expected to be realized within twelve months after the reporting period, or ● cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period All other assets are classified as non-current. A liability is current when it is: ● expected to be settled in normal operating cycle ● held primarily for the purpose of trading ● due to be settled within twelve months after the reporting period, or ● there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period The Group classifies all other liabilities as non-current. |
Restatement of Prior Period C_2
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of basis of consolidation [text block] [Abstract] | |
Schedule of financial statements restated | As previously Restatement Restated CONSOLIDATED STATEMENT OF FINANCIAL POSITION Warrants 16,983,20 0 (16,983,200 ) - Accumulated losses (65,340,421 ) 1,273,740 (64,066,681 ) Total equity 125,125,875 (15,709,460 ) 109,416,415 Derivative warrant liability - 15,709,460 15,709,460 Current liabilities 79,327,435 15,709,460 95,036,895 Total liabilities 182,126,585 15,709,460 197,836,045 |
Schedule of subsidiaries percentage of ownership | Legal name Country of incorporation Percentage of ownership 2020 2019 Brooge Petroleum and Gas Investment Company FZE United Arab Emirates 100% 100% Brooge Petroleum and Gas Investment Company Phase III FZE United Arab Emirates 100% - BPGIC International (formerly known as Twelve Seas) Cayman Islands 100% 100% Brooge Petroleum and Gas Management Company Ltd United Arab Emirates 100% - BPGIC Phase 3 Limited (Jebel Ali Free Zone Authority - Dubai) United Arab Emirates 100% - |
Schedule of useful life of the assets | Buildings 25 years Tanks 50 years Installations (pipeline, pumps and other equipment) 20 - 25 years Other equipment 5 years Right-of-use asset - Land 60 years |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of revenue [text block] [Abstract] | |
Schedule of revenue | 2020 2019 2018 USD USD USD Revenue recognized under IFRS 16 Fixed consideration – leasing component 5,614,495 16,846,481 14,586,315 Revenue recognized under IFRS 15 Fixed consideration – service component 19,716,671 7,112,959 6,158,667 Ancillary services 16,500,371 20,125,934 15,094,286 36,217,042 27,238,893 21,252,953 Total revenue 41,831,537 44,085,374 35,839,268 |
Direct Costs (Tables)
Direct Costs (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Description Of Direct Costs Explanatory [Abstract] | |
Schedule of direct costs | 2020 2019 2018 USD USD USD Employee costs and related benefits 3,482,431 3,074,727 2,808,702 Depreciation (note 8) 5,799,023 5,785,745 5,716,063 Reimbursable port charges 1,558,887 - - Spare parts and consumables used (note 9) 657,916 788,792 592,471 Insurance 397,976 323,702 377,053 Others 1,048,527 229,499 113,071 12,944,760 10,202,465 9,607,360 |
Listing Expenses (Tables)
Listing Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Listing Expenses [Abstract] | |
Schedule of listing expenses | 2020 2019 2018 USD USD USD IFRS 2 listing expenses (note 27) - 98,622,019 - Other listing expenses* - 3,151,858 - 101,773,877 - * Other listing expenses represents promissory note of USD 1.5 million, fees paid to legal advisors, consultants, and other necessary expenses incurred in relation to the Group’s listing on the NASDAQ. |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of general and administrative expense [text block] [Abstract] | |
Schedule of general and administrative expenses | 2020 2019 2018 USD USD USD Employee costs and related benefits 2,001,934 1,471,974 1,178,919 Consultancy expenses 2,501,525 535,275 337,491 Professional liability insurance 639,345 - - Board fees and expenses 354,169 - - Rent on low value and short-term leases 177,850 10,346 22,325 Advertisement and subscriptions 211,704 131,494 116,495 Travel and related expenses 154,336 52,506 11,515 License costs 89,552 18,502 19,249 Communication expenses 49,105 35,465 19,773 Recruitment expenses 12,924 1,360 33,362 Printing and stationery 21,367 25,954 22,713 Other expenses 243,073 326,108 267,418 6,456,884 2,608,984 2,029,260 |
Finance Costs (Tables)
Finance Costs (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of finance cost [text block] [Abstract] | |
Schedule of finance costs | 2020 2019 2018 USD USD USD Interest on lease liability (note 17) 2,041,006 1,412,796 1,387,612 Finance costs on borrowings 5,467,250 4,002,772 5,564,311 Early settlement charges 706,643 - - Asset retirement obligation - accretion expense (note 18) 79,555 - - Bank charges 11,696 314,967 - 8,306,150 5,730,535 6,951,923 |
Other Income (Tables)
Other Income (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of other operating income (expense) [text block] [Abstract] | |
Schedule of other income | 2020 2019 2018 USD USD USD Write-back of accrued interest not settled 754,929 - - Gain on sale of scrap 73,403 - - 828,332 - - |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Disclosure of detailed information about property, plant and equipment [text block] | Capital Other Right-of-use work in Buildings Tanks Installations equipment asset (land) progress Total USD USD USD USD USD USD USD 2020 Cost: At 1 January 2020 28,037,886 76,100,795 65,878,129 218,827 27,540,969 79,948,312 277,724,918 Additions - 118,203 24,997 49,916 56,359,642 53,631,490 110,184,248 At 31 December 2020 28,037,886 76,218,998 65,903,126 268,743 83,900,611 133,579,802 387,909,166 Depreciation: At 1 January 2020 2,372,081 3,312,144 5,978,336 79,673 2,754,096 - 14,496,330 Charge for the year 1,121,515 1,568,648 2,789,951 50,482 578,715 - 6,109,311 At 31 December 2020 3,493,596 4,880,792 8,768,287 130,155 3,332,811 - 20,605,641 Net carrying amount: At 31 December 2020 24,544,290 71,338,206 57,134,839 138,588 80,567,800 133,579,802 367,303,525 2019 Cost: At 1 January 2019 28,037,886 76,100,795 65,868,246 213,843 27,540,969 8,344,847 206,106,586 Additions - - 9,883 4,984 - 71,603,465 71,618,332 At 31 December 2019 28,037,886 76,100,795 65,878,129 218,827 27,540,969 79,948,312 277,724,918 Depreciation: At 1 January 2019 1,250,566 1,746,725 3,148,665 36,436 2,295,080 - 8,477,472 Charge for the year 1,121,515 1,565,419 2,829,671 43,237 459,016 - 6,018,858 At 31 December 2019 2,372,081 3,312,144 5,978,336 79,673 2,754,096 - 14,496,330 Net carrying amount: At 31 December 2019 25,665,805 72,788,651 59,899,793 139,154 24,786,873 79,948,312 263,228,588 |
Schedule of comprehensive income (within profit and loss) and capital work in progress | 2020 2019 USD USD Direct costs (note 4) 5,799,023 5,785,745 Property, plant and equipment 310,288 233,113 6,109,311 6,018,858 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of inventories [text block] [Abstract] | |
Schedule of Inventories | 2020 2019 USD USD Spare parts and consumables 321,789 179,644 |
Trade and Other Receivables (Ta
Trade and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of trade and other receivables [text block] [Abstract] | |
Schedule of trade and other receivables | 2020 2019 USD USD Trade receivables - 1,507,660 Prepayments and other receivables 313,215 783,483 Advances to suppliers 40,186 Due from related parties (note 21) 336,831 57,550 690,232 2,348,693 |
Bank Balances and Cash (Tables)
Bank Balances and Cash (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of cash and bank balances at central banks [text block] [Abstract] | |
Schedule of bank balances and cash | 2020 2019 USD USD Bank balances and cash 47,889,935 19,830,771 Less: restricted bank balance (non-current) (8,500,000 ) - Less: restricted bank balance (current) (18,399,965 ) - Cash and cash equivalents 20,989,970 19,830,771 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of cash and cash equivalents [text block] [Abstract] | |
Schedule of non-cash transactions | 2020 2019 USD USD Capital accruals 4,453,830 31,469,596 Purchase of property, plant and equipment financed through advances paid to contractors 14,457,767 8,335,236 Listing expenses (note 5) - 100,122,019 Short term rent payments made by shareholders 154,279 - Asset retirement obligation 793,779 - |
Issued Capital and Reserves (Ta
Issued Capital and Reserves (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Issued Capital And Reserves [Abstract] | |
Schedule of number of ordinary shares authorized | 2020 2019 No. of shares No. of shares Authorized Ordinary shares 450,000,000 450,000,000 |
Schedule of ordinary shares acquirer | At BPGIC FZE No. of shares USD At 1 January 2019 100 1,361,285 At Brooge Energy At inception 1 n.m. * Conversion of 100 BPGIZ FZE ordinary shares at 1 for 1 million to the legal acquirer, Brooge Energy (note 26) 80,000,000 ** 8,000 Cash election (1,281,965 ) (128 ) Changes in share capital due to reverse acquisition transaction (note 26) 9,347,219 ** 932 At 31 December 2019 88,065,254 8,804 Changes in share capital due to reverse acquisition transaction (30,000 ) (3 ) Conversion of 100 warrants into ordinary shares at 1 for 1 100 0.01 At 31 December 2020 88,035,354 8,801 |
Schedule of share premium | USD At 1 January 2019 - Reverse acquisition transaction adjustment 1,353,285 Ordinary shares issued on merger with Twelve Seas 114,022,421 Cash election (13,599,872 ) At 31 December 2019 101,775,834 Conversion of 100 warrants in ordinary shares at 1 for 1 1,224 At 31 December 2020 101,777,058 |
Derivative Warrant Liability (T
Derivative Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Description of accounting policy for warrants [text block] [Abstract] | |
Schedule of extinguished on the expiry of the outstanding warrants | No. of warrants USD At 1 January 2020 21,229,000 15,709,460 Conversion to equity (ordinary shares) upon exercise of warrants (100 ) (74 ) Revaluation of derivative warrant liability - (2,547,542 ) At 31 December 2020 21,228,900 13,161,844 |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of borrowings [text block] [Abstract] | |
Schedule of borrowings | 2020 2019 Interest rate Maturity USD USD Non-current Bonds 8.5% 2025 180,014,715 - Term loan (1) 6 month EIBOR + 4% margin [minimum 5%] - 68,271,743 Term loan (2) 3 month EIBOR + 4% margin [minimum 5%] - 5,889,207 180,014,715 74,160,950 Current Bonds 8.5% 7,000,000 - Term loan (1) 6 month EIBOR + 4% margin [minimum 5%] - 10,135,939 Term loan (2) 3 month EIBOR + 4% margin [minimum 5%] - 2,138,248 Promissory notes - 2,265,000 7,000,000 14,539,187 |
Schedule of Bonds | Coupon Effective rate interest rate Maturity 2020 2019 % % date USD USD USD 200,000,000 bond net of transaction costs 8.5% 10.57% September 2025 187,014,715 - |
Schedule of borrowings repayable | 2020 2019 USD USD Payable within 1 year 7,000,000 14,541,774 Payable within 1 and 2 years 14,000,000 9,216,973 Payable within 2 and 5 years 179,000,000 24,948,779 Payable after 5 years - 40,550,347 200,000,000 89,257,873 |
Schedule of changes in liabilities arising from borrowings and leases | 1 January Cash flows Other* 31 December USD USD USD USD 2020 Lease liability Current 2,154,878 (786,416 ) 8,426,596 9,795,058 Non-current 28,624,259 - 50,665,248 79,289,507 Total 30,779,137 (786,416 ) 59,091,844 89,084,565 Borrowings Current 14,539,187 (14,539,187 ) 7,000,000 7,000,000 Non-current 74,160,950 111,839,050 (5,985,285 ) 180,014,715 Total 88,700,137 97,299,863 1,014,715 187,014,715 2019 Lease liability Current 2,112,624 (2,313,323 ) 2,355,577 2,154,878 Non-current 28,108,801 - 515,458 28,624,259 Total 30,221,425 (2,313,323 ) 2,871,035 30,779,137 Borrowings Current 94,792,088 (8,435,416 ) (71,817,485 ) 14,539,187 Non-current - - 74,160,950 74,160,950 Total 94,792,088 (8,435,416 ) 2,343,465 88,700,137 |
Lease Liability (Tables)
Lease Liability (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of leases [text block] [Abstract] | |
Schedule of changes in the lease liability | 2020 2019 USD USD At 1 January 30,779,137 30,221,425 Additions 55,565,863 Interest charge 3,525,981 2,871,035 Amount paid during the year (786,416 ) (2,313,323 ) At 31 December 89,084,565 30,779,137 |
Schedule of lease liability is classified in the consolidated statement | 2020 2019 USD USD Current 9,795,058 2,154,878 Non-current 79,289,507 28,624,259 89,084,565 30,779,137 |
Schedule of maturity of the lease liability | Lease payments Present value of 2020 2019 2020 2019 USD USD USD USD Not later than one year 10,708,720 2,359,590 9,795,058 2,154,877 Later than one year and not later than five years 35,875,520 9,919,810 24,285,120 7,241,240 Later than five years 858,043,425 213,469,800 55,004,387 21,383,020 904,627,665 225,749,200 89,084,565 30,779,137 Finance costs (815,543,100 ) (194,970,063 ) - - Present value of minimum lease payments 89,084,565 30,779,137 89,084,565 30,779,137 |
Provisions (Tables)
Provisions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of provisions [text block] [Abstract] | |
Schedule of provisions | 2020 2019 USD USD Provision for employees’ end of service benefits 40,514 13,941 Asset retirement obligation 873,334 - 913,848 13,941 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of derivative financial instruments [text block] [Abstract] | |
Schedule of derivative financial instruments | 2020 2019 USD USD Interest rate swaps - 1,518,249 |
Schedule of derivative financial instruments at FVTPL | Notional Fair value Fair value amount asset liability USD USD USD 31 December 2020 Designated at FVTPL Interest rate swaps - - - 31 December 2019 Designated at FVTPL Interest rate swaps 79,253,015 - 1,518,249 |
Accounts Payable, Accruals an_2
Accounts Payable, Accruals and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of accrued expenses and other liabilities [text block] [Abstract] | |
Schedule of accounts payable, accruals and other payables | 2020 2019 USD USD Accounts payable 3,727,768 25,989,961 Accrued interest on borrowings 4,250,000 3,387,446 Capital accruals 4,453,830 31,469,596 Advances from customer 1,015,313 Accrued expenses 382,986 268,118 13,829,897 61,115,121 |
Related Party Transactions an_2
Related Party Transactions and Balances (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of related party [text block] [Abstract] | |
Schedule of other related party balances | 2020 2019 USD USD Contributions by the shareholders 2,041,928 77,090,648 Amounts paid on behalf of the Group by the shareholders* - 1,135,484 Amounts paid by the Group on behalf of the shareholders - (1,647,064 ) Distributions to shareholders - (53,279,016 ) 2,041,928 23,300,052 * These include expenses paid on behalf of the Group |
Schedule of changes in shareholders' account | 2020 2019 USD USD At 1 January 71,017,815 47,717,763 Net contributions (distributions) during the year 2,041,928 23,300,052 At 31 December 73,059,743 71,017,815 |
Schedule of other related party balances | 2020 2019 USD USD Expenses paid on behalf of shareholders* 433,560 57,550 Expenses paid on behalf of the Group by a shareholder** (154,279 ) - 279,281 57,550 Due from related parties: BPGIC Holdings (shareholder) 255,818 - HBS Investments LP (shareholder) 17,479 13,388 H Capital International LP (shareholder) 16,975 11,056 O2 Investments Limited as GP (shareholder) 9,303 6,181 SBD International LP (shareholder) 17,851 13,760 SD Holding Limited as GP (shareholder) 9,850 6,984 Gyan Investments Ltd (shareholder) 9,555 6,181 336,831 57,550 * These include legal and corporate expenses paid on behalf of the shareholders. ** These include office rent paid by a shareholder on behalf of the Group. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of earnings per share [text block] [Abstract] | |
Schedule of income and share data used in the basic and diluted EPS | (Restated) 2020 2019 2018 USD USD USD Profit/(loss) attributable to ordinary equity holders of the parent 17,159,113 (75,284,923 ) 16,060,652 2020 2019 2018 No of shares No of shares No of shares Weighted average number of ordinary shares 88,035,321 80,264,186 80,000,000 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of commitments [text block] [Abstract] | |
Schedule of capital commitments | 2020 2019 USD USD Capital commitments: Within one year 33,125,477 79,334,742 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of fair value of financial instruments [text block] [Abstract] | |
Schedule of analysis of financial instruments | Total Level 1 Level 2 Level 3 fair value USD USD USD USD Liabilities measured at fair value: Derivative financial instruments 31 December 2020 13,161,844 - - 13,161,844 31 December 2019 (Restated) 15,709,460 1,518,249 - 17,227,709 Borrowings 31 December 2020 - 195,640,464 - 195,640,464 31 December 2019 - - - - |
Financial Risk Management and_2
Financial Risk Management and Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of financial risk management [text block] [Abstract] | |
Schedule of maturity profile of Group's financial liabilities | On Less than 3 months 1 to 5 demand 3 months to 1 year years > 5 years Total USD USD USD USD USD USD 31 December 2020 Borrowings (including accrued interest) - 8,500,000 15,500,000 250,290,000 - 274,290,000 Lease liability - 3,979,956 6,728,765 35,875,519 858,043,425 904,627,665 Derivative financial instruments - - - - - - Accounts payable, accruals and other payables (excluding accrued interest and advance from customers) - 4,110,754 4,453,830 - - 8,564,584 Total - 16,590,710 26,682,595 286,165,519 858,043,425 1,187,482,249 31 December 2019 Borrowings (including accrued interest) - 8,101,006 9,178,414 34,165,752 40,550,347 91,995,519 Lease liability - 2,359,590 - 9,919,810 213,469,799 225,749,199 Derivative financial instruments - - 1,518,249 - - 1,518,249 Accounts payable, accruals and other payables (excluding accrued interest) - 26,350,143 31,469,596 - - 57,819,739 Total (restated) - 36,810,739 42,166,259 44,085,562 254,020,146 377,082,706 |
Schedule of capital management | 2020 2019 USD USD Borrowings 187,014,715 88,700,137 Lease liability 89,084,565 30,779,137 Less: cash and cash equivalents (20,989,970 ) (19,830,771 ) Net debt 255,109,310 99,648,503 Total capital 128,618,677 109,416,415 Capital and net debt 383,727,987 209,064,918 Gearing ratio 66 % 48 % |
Reverse Acquisition Transacti_2
Reverse Acquisition Transaction (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of transactions recognised separately from acquisition of assets and assumption of liabilities in business combination [text block] [Abstract] | |
Schedule of net assets | USD Cash and cash equivalent 33,064,568 Current assets 84,000 Accounts payable (765,000 ) |
Activities (Details)
Activities (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Activities Explanatory [Abstract] | |
Description of activities | The Group provides oil storage and related services at the Port of Fujairah in the Emirate of Fujairah in the UAE. The Group currently operates phase 1, comprising 14 tanks of total capacity of 399,324 cubic meters (“cbm”), fully operational for storage and other ancillary processes of clean oil. The Group’s phase 2 is under construction, which will comprise 8 tanks of total capacity of 600,000 cbm for storage and other ancillary services of crude oil. |
Restatement of Prior Period C_3
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 21, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | |
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) [Line Items] | |||||
Warrant exercisable term | 5 years | ||||
Exercise price per warrant (in Dollars per share) | $ 0.008 | $ 11.5 | |||
Estimated fair value of warrants | $ 16,983,200 | ||||
Estimated fair value of the derivative warrant liability | $ 15,709,460 | ||||
Changes in fair value of the derivative warrant liability | 1,273,740 | ||||
Fair value gain | $ 1,273,740 | ||||
Basic and diluted earnings per share (in Dollars per share) | $ 0.01 | ||||
Profit (loss) | 17,159,113 | $ (75,284,923) | $ 16,060,652 | ||
Generated positive cash flows | 36,800,000 | ||||
Cash and bank balances | $ 47,900,000 | ||||
Boands bearing interest percentage | 8.50% | ||||
Discount rate inflation long-term risk-free rate percentage | 3.24% | ||||
Operating lease commitments, description | The Group has entered into a land lease agreement (the “Phase III Land Lease Agreement”), dated as of 2 February 2020 (the “lease inception date”), by and between the Group and the Fujairah Oil Industry Zone (“FOIZ”) to lease an additional plot of land that has a total area of approximately 450,000 square meters (the “Phase III Land”) for a rent of UAE Dirhams 50 (USD 13.61) per square meter per annum with an escalation of 2% per annum. Rental payments commence from the beginning of the eighteenth month of the lease inception date. | ||||
Going Concern [Member] | |||||
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) [Line Items] | |||||
Profit (loss) | $ 17,100,000 | ||||
BPGIC FZE [Member] | |||||
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) [Line Items] | |||||
Bonds issued | $ 200,000,000 | ||||
Private investors with a face value | $ 1 | ||||
Issue price per share (in Dollars per share) | $ 0.95 |
Restatement of Prior Period C_4
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) - Schedule of financial statements restated - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) - Schedule of financial statements restated [Line Items] | ||
Warrants | ||
Accumulated losses | $ (46,907,568) | (64,066,681) |
Total equity | 109,416,415 | |
Derivative warrant liability | 13,161,844 | 15,709,460 |
Current liabilities | 43,786,799 | 95,036,895 |
Total liabilities | $ 304,004,869 | 197,836,045 |
As Previously Reported [Member] | ||
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) - Schedule of financial statements restated [Line Items] | ||
Warrants | 16,983,200 | |
Accumulated losses | (65,340,421) | |
Total equity | 125,125,875 | |
Derivative warrant liability | ||
Current liabilities | 79,327,435 | |
Total liabilities | 182,126,585 | |
Restatement adjustments [Member] | ||
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) - Schedule of financial statements restated [Line Items] | ||
Warrants | (16,983,200) | |
Accumulated losses | 1,273,740 | |
Total equity | (15,709,460) | |
Derivative warrant liability | 15,709,460 | |
Current liabilities | 15,709,460 | |
Total liabilities | $ 15,709,460 |
Restatement of Prior Period C_5
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) - Schedule of subsidiaries percentage of ownership | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Brooge Petroleum and Gas Investment Company FZE (Member) | ||
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) - Schedule of subsidiaries percentage of ownership [Line Items] | ||
Country of incorporation | United Arab Emirates | |
Percentage of ownership | 100.00% | 100.00% |
Brooge Petroleum and Gas Investment Company Phase III FZE [Member] | ||
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) - Schedule of subsidiaries percentage of ownership [Line Items] | ||
Country of incorporation | United Arab Emirates | |
Percentage of ownership | 100.00% | |
BPGIC International (formerly known as Twelve Seas) [Member] | ||
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) - Schedule of subsidiaries percentage of ownership [Line Items] | ||
Country of incorporation | Cayman Islands | |
Percentage of ownership | 100.00% | 100.00% |
Brooge Petroleum and Gas Management Company Ltd [Member] | ||
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) - Schedule of subsidiaries percentage of ownership [Line Items] | ||
Country of incorporation | United Arab Emirates | |
Percentage of ownership | 100.00% | |
BPGIC Phase 3 Limited (Jebel Ali Free Zone Authority - Dubai) [Member] | ||
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) - Schedule of subsidiaries percentage of ownership [Line Items] | ||
Country of incorporation | United Arab Emirates | |
Percentage of ownership | 100.00% |
Restatement of Prior Period C_6
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) - Schedule of useful life of the assets | 12 Months Ended |
Dec. 31, 2020 | |
Buildings [Member] | |
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) - Schedule of useful life of the assets [Line Items] | |
Estimated useful lives of assets | 25 years |
Tanks [Member] | |
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) - Schedule of useful life of the assets [Line Items] | |
Estimated useful lives of assets | 50 years |
Installations (pipeline, pumps and other equipment) [Member] | Minimum [Member] | |
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) - Schedule of useful life of the assets [Line Items] | |
Estimated useful lives of assets | 20 years |
Installations (pipeline, pumps and other equipment) [Member] | Maximum [Member] | |
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) - Schedule of useful life of the assets [Line Items] | |
Estimated useful lives of assets | 25 years |
Other equipment [Member] | |
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) - Schedule of useful life of the assets [Line Items] | |
Estimated useful lives of assets | 5 years |
Right-of-use asset - Land [Member] | |
Restatement of Prior Period Comparatives for Correction of Accounting for Warrants (Details) - Schedule of useful life of the assets [Line Items] | |
Estimated useful lives of assets | 60 years |
Revenue (Details)
Revenue (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Disclosure of revenue [text block] [Abstract] | |
Description of lease agreement | Revenue generation from leasing of storage capacity of tanks and other ancillary services started in December 2017. The Group had only one customer, Al Brooge International Advisory LLC (“BIA”), since the inception of the operations in 2017 and as such all revenues had been derived from BIA till April 2020. In May 2020, BIA agreed to release 129,000 m3 out of the Phase I capacity of 399,324 m3, amounting to approximately one third of the total Phase I capacity, back to BPGIC. BPGIC leased this capacity to Totsa Total Oil Trading SA (the “Super Major”), for a six-month period (the “Super Major Agreement”) subject to renewal for an additional six-month period with the mutual agreement of the parties. The Super Major Agreement was not renewed and BPGIC leased this capacity to new customers. In November and December 2020, BIA agreed to further release 145,635 m3 of the phase I capacity back to BPGIC which is leased to new customers for a six-month period subject to renewal for an additional six-month period with the mutual agreement of the parties. On expiration of the agreement, BPGIC has to return back 274,635 m3 to BIA. |
Services revenue | $ 1,558,887 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of revenue - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue recognized under IFRS 16 | |||
Fixed consideration – leasing component | $ 5,614,495 | $ 16,846,481 | $ 14,586,315 |
Revenue recognized under IFRS 15 | |||
Fixed consideration – service component | 19,716,671 | 7,112,959 | 6,158,667 |
Ancillary services | 16,500,371 | 20,125,934 | 15,094,286 |
Revenue recognised | 36,217,042 | 27,238,893 | 21,252,953 |
Total revenue | $ 41,831,537 | $ 44,085,374 | $ 35,839,268 |
Direct Costs (Details) - Schedu
Direct Costs (Details) - Schedule of direct costs - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of direct costs [Abstract] | |||
Employee costs and related benefits | $ 3,482,431 | $ 3,074,727 | $ 2,808,702 |
Depreciation (note 8) | 5,799,023 | 5,785,745 | 5,716,063 |
Reimbursable port charges | 1,558,887 | ||
Spare parts and consumables used (note 9) | 657,916 | 788,792 | 592,471 |
Insurance | 397,976 | 323,702 | 377,053 |
Others | 1,048,527 | 229,499 | 113,071 |
Direct Costs | $ 12,944,760 | $ 10,202,465 | $ 9,607,360 |
Listing Expenses (Details)
Listing Expenses (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Listing Expenses [Abstract] | |
Other listing expenses represents promissory note | $ 1.5 |
Listing Expenses (Details) - Sc
Listing Expenses (Details) - Schedule of listing expenses - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Schedule of listing expenses [Abstract] | ||||
IFRS 2 listing expenses (note 27) | $ 98,622,019 | |||
Other listing expenses | [1] | 3,151,858 | ||
Listing expenses | $ 101,773,877 | |||
[1] | Other listing expenses represents promissory note of USD 1.5 million, fees paid to legal advisors, consultants, and other necessary expenses incurred in relation to the Group’s listing on the NASDAQ. |
General and Administrative Ex_3
General and Administrative Expenses (Details) - Schedule of general and administrative expenses - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of general and administrative expenses [Abstract] | |||
Employee costs and related benefits | $ 2,001,934 | $ 1,471,974 | $ 1,178,919 |
Consultancy expenses | 2,501,525 | 535,275 | 337,491 |
Professional liability insurance | 639,345 | ||
Board fees and expenses | 354,169 | ||
Rent on low value and short-term leases | 177,850 | 10,346 | 22,325 |
Advertisement and subscriptions | 211,704 | 131,494 | 116,495 |
Travel and related expenses | 154,336 | 52,506 | 11,515 |
License costs | 89,552 | 18,502 | 19,249 |
Communication expenses | 49,105 | 35,465 | 19,773 |
Recruitment expenses | 12,924 | 1,360 | 33,362 |
Printing and stationery | 21,367 | 25,954 | 22,713 |
Other expenses | 243,073 | 326,108 | 267,418 |
Total | $ 6,456,884 | $ 2,608,984 | $ 2,029,260 |
Finance Costs (Details) - Sched
Finance Costs (Details) - Schedule of finance costs - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of finance costs [Abstract] | |||
Interest on lease liability (note 17) | $ 2,041,006 | $ 1,412,796 | $ 1,387,612 |
Finance costs on borrowings | 5,467,250 | 4,002,772 | 5,564,311 |
Early settlement charges | 706,643 | ||
Asset retirement obligation - accretion expense (note 18) | 79,555 | ||
Bank charges | 11,696 | 314,967 | |
Total | $ 8,306,150 | $ 5,730,535 | $ 6,951,923 |
Other Income (Details) - Schedu
Other Income (Details) - Schedule of other income - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of other income [Abstract] | |||
Write-back of accrued interest not settled | $ 754,929 | ||
Gain on sale of scrap | 73,403 | ||
Other Income | $ 828,332 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Capital work in progress | $ 133,255,464 | |
Property plant and equipment, description | capitalized relating to the construction of phase 2 and USD 324,340 of phase 3 and includes an amount of USD 1,484,977 (2019: USD 1,458,069) related to finance charge on lease liability for phase 2 and an amount of USD 233,113 (2019: USD 233,113) for phase 2 and USD 77,175 (2019: nil) for phase 3 related to depreciation charge on right-of-use asset capitalised. | |
Capitalized borrowing costs | $ 4,719,888 | $ 1,546,108 |
General borrowing cost | 2,274,051 | 1,546,108 |
Specific borrowing cost | $ 2,445,837 | |
General borrowing costs, percentage | 7.35% | 6.10% |
Term loan, percentage | 10.10% |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of property plant and equipment - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cost: | ||
Beginning balance | $ 277,724,918 | $ 206,106,586 |
Additions | 110,184,248 | 71,618,332 |
Ending balance | 387,909,166 | 277,724,918 |
Depreciation: | ||
Beginning balance | 14,496,330 | 8,477,472 |
Charge for the year | 6,109,311 | 6,018,858 |
Ending balance | 20,605,641 | 14,496,330 |
Net carrying amount: | ||
Net carrying amount closing balance | 367,303,525 | 263,228,588 |
Buildings [Member] | ||
Cost: | ||
Beginning balance | 28,037,886 | 28,037,886 |
Additions | ||
Ending balance | 28,037,886 | 28,037,886 |
Depreciation: | ||
Beginning balance | 2,372,081 | 1,250,566 |
Charge for the year | 1,121,515 | 1,121,515 |
Ending balance | 3,493,596 | 2,372,081 |
Net carrying amount: | ||
Net carrying amount closing balance | 24,544,290 | 25,665,805 |
Tanks [Member] | ||
Cost: | ||
Beginning balance | 76,100,795 | 76,100,795 |
Additions | 118,203 | |
Ending balance | 76,218,998 | 76,100,795 |
Depreciation: | ||
Beginning balance | 3,312,144 | 1,746,725 |
Charge for the year | 1,568,648 | 1,565,419 |
Ending balance | 4,880,792 | 3,312,144 |
Net carrying amount: | ||
Net carrying amount closing balance | 71,338,206 | 72,788,651 |
Installations [Member] | ||
Cost: | ||
Beginning balance | 65,878,129 | 65,868,246 |
Additions | 24,997 | 9,883 |
Ending balance | 65,903,126 | 65,878,129 |
Depreciation: | ||
Beginning balance | 5,978,336 | 3,148,665 |
Charge for the year | 2,789,951 | 2,829,671 |
Ending balance | 8,768,287 | 5,978,336 |
Net carrying amount: | ||
Net carrying amount closing balance | 57,134,839 | 59,899,793 |
Other equipment [Member] | ||
Cost: | ||
Beginning balance | 218,827 | 213,843 |
Additions | 49,916 | 4,984 |
Ending balance | 268,743 | 218,827 |
Depreciation: | ||
Beginning balance | 79,673 | 36,436 |
Charge for the year | 50,482 | 43,237 |
Ending balance | 130,155 | 79,673 |
Net carrying amount: | ||
Net carrying amount closing balance | 138,588 | 139,154 |
Right-of-use asset (land) [Member] | ||
Cost: | ||
Beginning balance | 27,540,969 | 27,540,969 |
Additions | 56,359,642 | |
Ending balance | 83,900,611 | 27,540,969 |
Depreciation: | ||
Beginning balance | 2,754,096 | 2,295,080 |
Charge for the year | 578,715 | 459,016 |
Ending balance | 3,332,811 | 2,754,096 |
Net carrying amount: | ||
Net carrying amount closing balance | 80,567,800 | 24,786,873 |
Capital work in progress [Member] | ||
Cost: | ||
Beginning balance | 79,948,312 | 8,344,847 |
Additions | 53,631,490 | 71,603,465 |
Ending balance | 133,579,802 | 79,948,312 |
Depreciation: | ||
Beginning balance | ||
Charge for the year | ||
Ending balance | ||
Net carrying amount: | ||
Net carrying amount closing balance | $ 133,579,802 | $ 79,948,312 |
Property, Plant and Equipment_4
Property, Plant and Equipment (Details) - Schedule of comprehensive income (within profit and loss) and capital work in progress - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of comprehensive income (within profit and loss) and capital work in progress [Abstract] | ||
Direct costs (note 4) | $ 5,799,023 | $ 5,785,745 |
Property, plant and equipment | 310,288 | 233,113 |
Total | $ 6,109,311 | $ 6,018,858 |
Inventories (Details)
Inventories (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure of inventories [text block] [Abstract] | ||
Cost of inventories | $ 657,916 | $ 788,792 |
Provision for Inventory |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Inventories [Abstract] | ||
Spare parts and consumables | $ 321,789 | $ 179,644 |
Trade and Other Receivables (De
Trade and Other Receivables (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure of trade and other receivables [text block] [Abstract] | ||
Capital advances | $ 16,418,065 | $ 21,664,764 |
Advances paid to a contractor | 15,655,981 | 21,664,764 |
Advance relation to construction | $ 762,000 |
Trade and Other Receivables (_2
Trade and Other Receivables (Details) - Schedule of trade and other receivables - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of trade and other receivables [Abstract] | ||
Trade receivables | $ 1,507,660 | |
Prepayments and other receivables | 313,215 | 783,483 |
Advances to suppliers | 40,186 | |
Due from related parties (note 21) | 336,831 | 57,550 |
Trade and other receivables | $ 690,232 | $ 2,348,693 |
Bank Balances and Cash (Details
Bank Balances and Cash (Details) | Dec. 31, 2020USD ($) |
Disclosure of cash and bank balances at central banks [text block] [Abstract] | |
Restricted bank accounts | $ 41,899,965 |
Liquidity account | 8,500,000 |
Construction funding account | 24,999,963 |
Debt service retention account | 8,400,000 |
Funding account withdrawn limit | 5,000,000 |
Cash and cash equivalent | $ 15,000,000 |
Bank Balances and Cash (Detai_2
Bank Balances and Cash (Details) - Schedule of bank balances and cash - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of bank balances and cash [Abstract] | ||||
Bank balances and cash | $ 47,889,935 | $ 19,830,771 | ||
Less: restricted bank balance (non-current) | (8,500,000) | |||
Less: restricted bank balance (current) | (18,399,965) | |||
Cash and cash equivalents | $ 20,989,970 | $ 19,830,771 | $ (3,707,697) | $ 284,055 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - Schedule of non-cash transactions - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of non-cash transactions [Abstract] | ||
Capital accruals | $ 4,453,830 | $ 31,469,596 |
Purchase of property, plant and equipment financed through advances paid to contractors | 14,457,767 | 8,335,236 |
Listing expenses (note 5) | 100,122,019 | |
Short term rent payments made by shareholders | 154,279 | |
Asset retirement obligation | $ 793,779 |
Issued Capital and Reserves (De
Issued Capital and Reserves (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
Issued Capital And Reserves [Abstract] | |
Ordinary shares held in escrow | 20,000,000 |
Shares held by the original founders | 1,552,500 |
Issued Capital and Reserves (_2
Issued Capital and Reserves (Details) - Schedule of number of ordinary shares authorized - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of number of ordinary shares authorized [Abstract] | ||
Number of shares, Ordinary shares | 450,000,000 | 450,000,000 |
Issued Capital and Reserves (_3
Issued Capital and Reserves (Details) - Schedule of ordinary shares acquirer - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | |||
Schedule of ordinary shares acquirer [Abstract] | ||||
Number of shares, Beginning balance | 88,065,254 | 100 | ||
Value of shares, Beginning balance (in Dollars) | $ 8,804 | $ 1,361,285 | ||
At Brooge Energy | ||||
At inception | 1 | |||
At inception, value (in Dollars) | [1] | |||
Conversion of 100 BPGIZ FZE ordinary shares at 1 for 1 million to the legal acquirer, Brooge Energy (note 26) | [2] | 80,000,000 | ||
Conversion of 100 BPGIZ FZE ordinary shares at 1 for 1 million to the legal acquirer, Brooge Energy (note 26) (in Dollars) | $ 8,000 | |||
Cash election | (1,281,965) | |||
Cash election (in Dollars) | $ (128) | |||
Changes in share capital due to reverse acquisition transaction | (30,000) | 9,347,219 | [2] | |
Changes in share capital due to reverse acquisition transaction (in Dollars) | $ (3) | $ 932 | ||
Conversion of 100 warrants into ordinary shares at 1 for 1 | 100 | |||
Conversion of 100 warrants into ordinary shares at 1 for 1, Per Share (in Dollars per share) | $ 0.01 | |||
Number of shares, Ending balance | 88,035,354 | 88,065,254 | ||
Value of shares, Ending balance (in Dollars) | $ 8,801 | $ 8,804 | ||
[1] | not meaningful | |||
[2] | Ordinary shares held in escrow (20,000,000 shares held by BPGIC and 1,552,500 shares held by the original founders of Twelve Seas) have been excluded from the share capital in the table above. Additional information on escrow shares are included in note 26. |
Issued Capital and Reserves (_4
Issued Capital and Reserves (Details) - Schedule of share premium - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of share premium [Abstract] | ||
Share premium, Beginning Balance | $ 101,775,834 | |
Reverse acquisition transaction adjustment | 1,353,285 | |
Ordinary shares issued on merger with Twelve Seas | 114,022,421 | |
Cash election | (13,599,872) | |
Share premium, Ending Balance | 101,777,058 | $ 101,775,834 |
Conversion of 100 warrants in ordinary shares at 1 for 1 | $ 1,224 |
Derivative Warrant Liability (D
Derivative Warrant Liability (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | May 14, 2020 | Dec. 20, 2019 | |
Derivative Warrant Liability (Details) [Line Items] | |||
Outstanding warrants were converted shares | 21,229,000 | ||
Exercise price (in Dollars per share) | $ 11.50 | ||
Derivative warrant liability | the Group recorded a derivative warrant liability of USD 13,161,844 (31 December 2019: USD 15,709,460) which resulted in a gain on revaluation of derivative warrant liability for the year ended 31 December 2020 of USD 2,547,542 (31 December 2019: USD 1,273,740). | ||
14 May 2020 [Member] | |||
Derivative Warrant Liability (Details) [Line Items] | |||
Number Of warrants exercised | 100 |
Derivative Warrant Liability _2
Derivative Warrant Liability (Details) - Schedule of extinguished on the expiry of the outstanding warrants | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Schedule of extinguished on the expiry of the outstanding warrants [Abstract] | |
Warrants, Beginning balance | shares | 21,229,000 |
Beginning balance | $ | $ 15,709,460 |
Conversion to equity (ordinary shares) upon exercise of warrants | shares | (100) |
Conversion to equity (ordinary shares) upon exercise of warrants, Value | $ | $ (74) |
Revaluation of derivative warrant liability | shares | |
Revaluation of derivative warrant liability, Value | $ | $ (2,547,542) |
Warrants, Ending balance | shares | 21,228,900 |
Ending balance | $ | $ 13,161,844,000,000 |
General Reserve (Details)
General Reserve (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of General Reserve Explanatory [Abstract] | |
Percentage of profit transferred to general reserve | 10.00% |
Percentage of subsidiary issued share capital | 50.00% |
Borrowings (Details)
Borrowings (Details) | Sep. 24, 2020USD ($)$ / shares | Dec. 30, 2019 | Sep. 10, 2019 | Nov. 30, 2020USD ($) | Jun. 15, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018AED (د.إ) | Dec. 31, 2017USD ($) | Dec. 31, 2017AED (د.إ) | Dec. 31, 2014AED (د.إ) |
Borrowings (Details) [Line Items] | |||||||||||||
Total secured bonds | $ 200,000,000 | ||||||||||||
Face value | $ 1 | ||||||||||||
Issued price per share (in Dollars per share) | $ / shares | $ 0.95 | ||||||||||||
Additional bonds value | $ 50,000,000 | ||||||||||||
Proceeds of bonds | $ 186,000,000 | ||||||||||||
Transaction costs | $ 4,000,000 | ||||||||||||
Construction cost | $ 85,000,000 | ||||||||||||
Description of bonds payable | The bonds will be repaid in semi-annual payments of USD 7,000,000 starting September 2021 until March 2025, and one bullet repayment of USD 144,000,000 in September 2025. | ||||||||||||
Percentage of interest payable | 8.50% | ||||||||||||
Liquidity amount | $ 8,500,000 | ||||||||||||
Leverage ratio, description | (ii)Leverage Ratio: BPGIC and its subsidiaries’ leverage ratio not to exceed: (A) 5.5x at 31 December 2020; (B) 3.5x at 31 December 2021; and (C) 3.0x anytime thereafter; and | ||||||||||||
Equity ratio percentage | 25.00% | ||||||||||||
Construction loan repayment lease term related, description | The new payment terms comprised of 46 instalments starting 30 June 2020 with final maturity on 31 July 2030. | ||||||||||||
Debt balance | $ 94,800,000 | ||||||||||||
Net assets liabilities | $ 72,700,000 | ||||||||||||
Amendment fee | $ 136,128 | ||||||||||||
Settlement of term loan facility, description | The Group paid USD 74,082,548 in final settlement in addition to repayments of USD 4,824,291 during the year. The final settlement amount included USD USD 559,637 as a prepayment penalty. | ||||||||||||
Agreement cash fee | 3,000,000 | ||||||||||||
Non-interest bearing promissory note | $ 1,500,000,000,000 | ||||||||||||
Interest rate | 10.00% | ||||||||||||
Additional promissory note issued | $ 765,000 | ||||||||||||
Term loan 4 [Member] | |||||||||||||
Borrowings (Details) [Line Items] | |||||||||||||
Loan carrying interest percentage, description | The facility carried interest at 3 month EIBOR + 3% margin and was repayable in 17 bi-annual instalments commencing 6 months after the date of completion of phase 2. | ||||||||||||
Phase I Construction Facility [Member] | |||||||||||||
Borrowings (Details) [Line Items] | |||||||||||||
Number of oil storage tanks | $ 14 | ||||||||||||
Construction loan repayment lease term related, description | As a result of this amendment the loan was repayable in 48 quarterly instalments starting October 2018 with final maturity in July 2030. | The loan was repayable in 48 quarterly instalments, commencing 27 months after the start of the construction with final maturity not exceeding 31 March 2028 and was stated net of prepaid finance cost of USD 499,158. | |||||||||||
Prepaid finance cost | $ 499,158 | ||||||||||||
Phase I Construction Facility [Member] | Term loan 2 [Member] | |||||||||||||
Borrowings (Details) [Line Items] | |||||||||||||
Construction loan repayment lease term related, description | The loan was repayable in 20 quarterly instalments starting October 2018 with final maturity in July 2023. | ||||||||||||
Settlement of term loan facility, description | The Group paid USD 7,546,964 in final settlement in addition to repayments of USD 539,069 during the year. The final settlement amount included USD 147,006 as a prepayment penalty. | ||||||||||||
Commercial Bank [Member] | Phase I Construction Facility [Member] | |||||||||||||
Borrowings (Details) [Line Items] | |||||||||||||
Loan received | $ 84,595,154 | $ 11,108,086 | |||||||||||
Prepaid finance cost | $ 58,578 | ||||||||||||
Commercial Bank [Member] | Phase I Construction Facility [Member] | AED [Member] | |||||||||||||
Borrowings (Details) [Line Items] | |||||||||||||
Loan received | د.إ | د.إ 40,800,000 | د.إ 310,718,000 | |||||||||||
Commercial Bank [Member] | Phase II Construction Facility [Member] | Term loan 4 [Member] | |||||||||||||
Borrowings (Details) [Line Items] | |||||||||||||
Loan received | $ 95,290,000 | د.إ 350,000,000 | |||||||||||
Phase I Financing Facilities [Member] | |||||||||||||
Borrowings (Details) [Line Items] | |||||||||||||
Principal amount | $ 3,700,000 | ||||||||||||
Phase I Construction Facility [Member] | |||||||||||||
Borrowings (Details) [Line Items] | |||||||||||||
Construction loan repayment lease term related, description | The loan was payable in 44 instalments starting 31 January 2020 with final maturity on 30 July 2030. One of the instalments included a one-time lump sum repayment of USD 6,612,194, which represented the cumulative instalments including interest outstanding from periods prior to this amended agreement of USD 6,520,130 and an amendment fee of USD 92,064. | The loan was payable in 45 instalments starting 31 October 2019 with final maturity on 30 July 2030. One of the instalments included a one-time lump sum repayment of USD 5,729,418 which represented the cumulative instalments including interest outstanding from periods prior to this amended agreement of USD 5,494,063 and an amendment fee of USD 235,355. |
Borrowings (Details) - Schedule
Borrowings (Details) - Schedule of borrowings - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | |
Non-current | ||
Non-current Bonds Interest rate | 8.50% | |
Maturity Date | 2025 | |
Non-current Bonds | $ 180,014,715 | |
Non-current Term loan Interest rate, description (1) | 6 month EIBOR + 4% margin [minimum 5%] | |
Non-current Term loan(1) | $ 68,271,743 | |
Non-current Term loan Interest rate, description (2) | 3 month EIBOR + 4% margin [minimum 5%] | |
Non-current Term loan (2) | $ 5,889,207 | |
Non-current liabilities Borrowings | $ 74,160,950 | 180,014,715 |
Current | ||
Current Bonds Interest rate | 8.50% | |
Current Bonds | 7,000,000 | |
Current Term loan Interest rate, description (1) | 6 month EIBOR + 4% margin [minimum 5%] | |
Current Term loan (1) | $ 10,135,939 | |
Current Term loan Interest rate, description (2) | 3 month EIBOR + 4% margin [minimum 5%] | |
Current Term loan (2) | $ 2,138,248 | |
Current Promissory notes | 2,265,000 | |
Current liabilities Borrowings | $ 14,539,187 | $ 7,000,000 |
Borrowings (Details) - Schedu_2
Borrowings (Details) - Schedule of Bonds | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of Bonds [Abstract] | |
Coupon rate | 8.50% |
Effective interest rate | 10.57% |
Maturity date | September 2025 |
Bond net of transaction costs (in Dollars) | $ 187,014,715 |
Borrowings (Details) - Schedu_3
Borrowings (Details) - Schedule of borrowings repayable - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of borrowings repayable [Abstract] | ||
Payable within 1 year | $ 7,000,000 | $ 14,541,774 |
Payable within 1 and 2 years | 14,000,000 | 9,216,973 |
Payable within 2 and 5 years | 179,000,000 | 24,948,779 |
Payable after 5 years | 40,550,347 | |
Borrowings repayable | $ 200,000,000 | $ 89,257,873 |
Borrowings (Details) - Schedu_4
Borrowings (Details) - Schedule of changes in liabilities arising from borrowings and leases - Borrowings [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Lease liability | |||
Lease liability Current, Beginning | $ 2,154,878 | $ 2,112,624 | |
Lease liability Current, Cash flows | (786,416) | (2,313,323) | |
Lease liability Current, Other | [1] | 8,426,596 | 2,355,577 |
Lease liability Current, Ending | 9,795,058 | 2,154,878 | |
Lease liability Non-current, Beginning | 28,624,259 | 28,108,801 | |
Lease liability Non-current, Cash flows | |||
Lease liability Non-current, Other | [1] | 50,665,248 | 515,458 |
Lease liability Non-current, Ending | 79,289,507 | 28,624,259 | |
Lease liability Total, Beginning | 30,779,137 | 30,221,425 | |
Lease liability Total, Cash flows | (786,416) | (2,313,323) | |
Lease liability Total, Other | [1] | 59,091,844 | 2,871,035 |
Lease liability Total, Ending | 89,084,565 | 30,779,137 | |
Borrowings | |||
Borrowings Current, Beginning | 14,539,187 | 94,792,088 | |
Borrowings Current, Cash flows | (14,539,187) | (8,435,416) | |
Borrowings Current, Other | [1] | 7,000,000 | (71,817,485) |
Borrowings Current, Ending | 7,000,000 | 14,539,187 | |
Borrowings Non-current, Beginning | 74,160,950 | ||
Borrowings Non-current, Cash flows | 111,839,050 | ||
Borrowings Non-current, Other | [1] | (5,985,285) | 74,160,950 |
Borrowings Non-current, Ending | 180,014,715 | 74,160,950 | |
Borrowings Total, Beginning | 88,700,137 | 94,792,088 | |
Borrowings Total, Cash flows | 97,299,863 | (8,435,416) | |
Borrowings Total, Other | [1] | 1,014,715 | 2,343,465 |
Borrowings Total, Ending | $ 187,014,715 | $ 88,700,137 | |
[1] | The ‘Other’ column includes the effect of amortization of prepaid finance costs on borrowings, promissory notes and reclassification between current and non-current portion. In respect of leases, the ‘Other’ column includes unwinding of interest and reclassification between current and non-current portion. |
Lease Liability (Details)
Lease Liability (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Disclosure of leases [text block] [Abstract] | |
Description of land lease agreement | the Group entered into a land lease agreement with the Municipality of Fujairah for a period of 30 years, extendable for another 30 years at the option of the Group. The Group has concluded that they have the right-to-use of the asset and accordingly, recorded a lease liability as per the requirements of IFRS 16. Given the use of the land, it is reasonably certain that the Group will continue to lease the land till the end of the lease period (i.e. 60 years) and accordingly the below lease rentals cover a period up to 60 years discounted at the rate of 9.5% (2019: 9.5%) as an incremental borrowing rate for the Group. Annual lease rental is increased by 2% on an annual basis as per the agreement. During the year, the Group entered into another land lease agreement in respect of its phase 3 project with the Fujairah Oil Industry Zone for a period of 30 years, extendable for another 30 years. Given the use of the land, it is reasonably certain that the Group will continue to lease the land till the end of the lease period (i.e. 60 years) and accordingly the below lease rentals cover a period up to 60 years discounted at the rate of 13% (2019:nil) as an incremental borrowing rate for the Group. Annual lease rental is increased by 2% on an annual basis and there is an initial rent free period of 18 months from the contract date. |
Lease Liability (Details) - Sch
Lease Liability (Details) - Schedule of changes in the lease liability - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of changes in the lease liability [Abstract] | ||
Beginning balance | $ 30,779,137 | $ 30,221,425 |
Additions | 55,565,863 | |
Interest charge | 3,525,981 | 2,871,035 |
Amount paid during the year | (786,416) | (2,313,323) |
Ending balance | $ 89,084,565 | $ 30,779,137 |
Lease Liability (Details) - S_2
Lease Liability (Details) - Schedule of lease liability is classified in the consolidated statement - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of lease liability is classified in the consolidated statement [Abstract] | ||
Current | $ 9,795,058 | $ 2,154,878 |
Non-current | 79,289,507 | 28,624,259 |
Total lease liability | $ 89,084,565 | $ 30,779,137 |
Lease Liability (Details) - S_3
Lease Liability (Details) - Schedule of maturity of the lease liability - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Lease payments [Member] | ||
Lease Liability (Details) - Schedule of maturity of the lease liability [Line Items] | ||
Total maturity lease liability | $ 904,627,665 | $ 225,749,200 |
Finance costs | (815,543,100) | (194,970,063) |
Present value of minimum lease payments | 89,084,565 | 30,779,137 |
Present value of minimum lease payments [Member] | ||
Lease Liability (Details) - Schedule of maturity of the lease liability [Line Items] | ||
Total maturity lease liability | 89,084,565 | 30,779,137 |
Finance costs | ||
Present value of minimum lease payments | 89,084,565 | 30,779,137 |
Not later than one year [member] | Lease payments [Member] | ||
Lease Liability (Details) - Schedule of maturity of the lease liability [Line Items] | ||
Total maturity lease liability | 10,708,720 | 2,359,590 |
Not later than one year [member] | Present value of minimum lease payments [Member] | ||
Lease Liability (Details) - Schedule of maturity of the lease liability [Line Items] | ||
Total maturity lease liability | 9,795,058 | 2,154,877 |
Later than one year and not later than five years [member] | Lease payments [Member] | ||
Lease Liability (Details) - Schedule of maturity of the lease liability [Line Items] | ||
Total maturity lease liability | 35,875,520 | 9,919,810 |
Later than one year and not later than five years [member] | Present value of minimum lease payments [Member] | ||
Lease Liability (Details) - Schedule of maturity of the lease liability [Line Items] | ||
Total maturity lease liability | 24,285,120 | 7,241,240 |
Later than five years [member] | Lease payments [Member] | ||
Lease Liability (Details) - Schedule of maturity of the lease liability [Line Items] | ||
Total maturity lease liability | 858,043,425 | 213,469,800 |
Later than five years [member] | Present value of minimum lease payments [Member] | ||
Lease Liability (Details) - Schedule of maturity of the lease liability [Line Items] | ||
Total maturity lease liability | $ 55,004,387 | $ 21,383,020 |
Provisions (Details) - Schedule
Provisions (Details) - Schedule of provisions - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of provisions [Abstract] | ||
Provision for employees' end of service benefits | $ 40,514 | $ 13,941 |
Asset retirement obligation | 873,334 | |
Total | $ 913,848 | $ 13,941 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Disclosure of derivative financial instruments [text block] [Abstract] | |
Term loan maturity period | June 2023 |
Repayment of term loan | $ 1,858,753 |
Derivative Financial Instrume_4
Derivative Financial Instruments (Details) - Schedule of derivative financial instruments - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Interest rate swaps [Member] | ||
Derivative Financial Instruments (Details) - Schedule of derivative financial instruments [Line Items] | ||
Derivative financial instruments | $ 1,518,249 |
Derivative Financial Instrume_5
Derivative Financial Instruments (Details) - Schedule of derivative financial instruments at FVTPL - Interest rate swaps [Member] - Fair Value Through Profit or Loss [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative Financial Instruments (Details) - Schedule of derivative financial instruments at FVTPL [Line Items] | ||
Notional amount | $ 79,253,015 | |
Fair value asset | ||
Fair value liability | $ 1,518,249 |
Accounts Payable, Accruals an_3
Accounts Payable, Accruals and Other Payables (Details) - Schedule of accounts payable, accruals and other payables - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of accounts payable, accruals and other payables [Abstract] | ||
Accounts payable | $ 3,727,768 | $ 25,989,961 |
Accrued interest on borrowings | 4,250,000 | 3,387,446 |
Capital accruals | 4,453,830 | 31,469,596 |
Advances from customer | 1,015,313 | |
Accrued expenses | 382,986 | 268,118 |
Accounts payable, accruals and other payables | $ 13,829,897 | $ 61,115,121 |
Related Party Transactions an_3
Related Party Transactions and Balances (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of related party [text block] [Abstract] | ||
Rent amount received and repayment to shareholders | $ 2,425,904 | |
Key management remuneration | $ 1,417,266 | $ 1,160,293 |
Related Party Transactions an_4
Related Party Transactions and Balances (Details) - Schedule of transactions with related parties - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of transactions with related parties [Abstract] | |||
Contributions by the shareholders | $ 2,041,928 | $ 77,090,648 | |
Amounts paid on behalf of the Group by the shareholders* | [1] | 1,135,484 | |
Amounts paid by the Group on behalf of the shareholders | (1,647,064) | ||
Distributions to shareholders | (53,279,016) | ||
Total | $ 2,041,928 | $ 23,300,052 | |
[1] | These include expenses paid on behalf of the Group which includes other operational expenses paid by the shareholders on behalf of the Group. |
Related Party Transactions an_5
Related Party Transactions and Balances (Details) - Schedule of changes in shareholders' account - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of changes in shareholders' account [Abstract] | ||
At 1 January | $ 71,017,815 | $ 47,717,763 |
Net contributions (distributions) during the year | 2,041,928 | 23,300,052 |
At 31 December | $ 73,059,743 | $ 71,017,815 |
Related Party Transactions an_6
Related Party Transactions and Balances (Details) - Schedule of other related party balances - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions and Balances (Details) - Schedule of other related party balances [Line Items] | |||
Expenses paid on behalf of shareholders | [1] | $ 433,560 | $ 57,550 |
Expenses paid on behalf of the Group by a shareholder | [2] | (154,279) | |
Total | 279,281 | 57,550 | |
Due from related parties: | |||
Due from related parties | 336,831 | 57,550 | |
BPGIC Holdings (shareholder) [Member] | |||
Due from related parties: | |||
Due from related parties | 255,818 | ||
HBS Investments LP (shareholder) [Member] | |||
Due from related parties: | |||
Due from related parties | 17,479 | 13,388 | |
H Capital International LP (shareholder) [Member] | |||
Due from related parties: | |||
Due from related parties | 16,975 | 11,056 | |
O2 Investments Limited as GP (shareholder) [Member] | |||
Due from related parties: | |||
Due from related parties | 9,303 | 6,181 | |
SBD International LP (shareholder) [Member] | |||
Due from related parties: | |||
Due from related parties | 17,851 | 13,760 | |
SD Holding Limited as GP (shareholder) [Member] | |||
Due from related parties: | |||
Due from related parties | 9,850 | 6,984 | |
Gyan Investments Ltd (shareholder) [Member] | |||
Due from related parties: | |||
Due from related parties | $ 9,555 | $ 6,181 | |
[1] | These include legal and corporate expenses paid on behalf of the shareholders. | ||
[2] | These include office rent paid by a shareholder on behalf of the Group. |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | May 14, 2020 | |
Disclosure of earnings per share [text block] [Abstract] | |||
Escrow shares | 21,552,000 | ||
Number of warrants exercised | 100 | ||
Dilutive effect of convertible instruments on number of ordinary shares |
Earnings Per Share (Details) -
Earnings Per Share (Details) - Schedule of income and share data used in the basic and diluted EPS - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of income and share data used in the basic and diluted EPS [Abstract] | |||
Profit/(loss) attributable to ordinary equity holders of the parent | $ 17,159,113 | $ (75,284,923) | $ 16,060,652 |
Weighted average number of ordinary shares | 88,035,321 | 80,264,186 | 80,000,000 |
Commitments (Details) - Schedul
Commitments (Details) - Schedule of capital commitments - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Within one year [Member] | ||
Capital commitments: | ||
Capital commitments | $ 33,125,477 | $ 79,334,742 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Schedule of analysis of financial instruments - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative financial instruments | ||
Derivative financial instruments | $ 13,161,844 | $ 17,227,709 |
Borrowings | ||
Borrowings | 195,640,464 | |
Level 1 [Member] | ||
Derivative financial instruments | ||
Derivative financial instruments | 13,161,844 | 15,709,460 |
Borrowings | ||
Borrowings | ||
Level 2 [Member] | ||
Derivative financial instruments | ||
Derivative financial instruments | 1,518,249 | |
Borrowings | ||
Borrowings | 195,640,464 | |
Level 3 [Member] | ||
Derivative financial instruments | ||
Derivative financial instruments | ||
Borrowings | ||
Borrowings |
Financial Risk Management and_3
Financial Risk Management and Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Financial Risk Management and Policies (Details) [Line Items] | |||
Derivative warrant liability | $ 13,161,844 | $ 15,709,460 | |
Increase decrease in derivative warrant liability | 340,504 | 328,176 | $ 1,190,073 |
NASDAQ [Member] | |||
Financial Risk Management and Policies (Details) [Line Items] | |||
Increase decrease in derivative warrant liability | $ 1,316,184 | $ 1,570,946 |
Financial Risk Management and_4
Financial Risk Management and Policies (Details) - Schedule of maturity profile of Group's financial liabilities - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Financial Risk Management and Policies (Details) - Schedule of maturity profile of Group's financial liabilities [Line Items] | ||
Borrowings (including accrued interest) | $ 274,290,000 | $ 91,995,519 |
Lease liability | 904,627,665 | 225,749,199 |
Derivative financial instruments | 1,518,249 | |
Accounts payable, accruals and other payables (excluding accrued interest and advance from customers) | 8,564,584 | 57,819,739 |
Total | 1,187,482,249 | 377,082,706 |
On demand [Member] | ||
Financial Risk Management and Policies (Details) - Schedule of maturity profile of Group's financial liabilities [Line Items] | ||
Borrowings (including accrued interest) | ||
Lease liability | ||
Derivative financial instruments | ||
Accounts payable, accruals and other payables (excluding accrued interest and advance from customers) | ||
Total | ||
Less than 3 months [Member] | ||
Financial Risk Management and Policies (Details) - Schedule of maturity profile of Group's financial liabilities [Line Items] | ||
Borrowings (including accrued interest) | 8,500,000 | 8,101,006 |
Lease liability | 3,979,956 | 2,359,590 |
Derivative financial instruments | ||
Accounts payable, accruals and other payables (excluding accrued interest and advance from customers) | 4,110,754 | 26,350,143 |
Total | 16,590,710 | 36,810,739 |
3 months to 1 year [Member] | ||
Financial Risk Management and Policies (Details) - Schedule of maturity profile of Group's financial liabilities [Line Items] | ||
Borrowings (including accrued interest) | 15,500,000 | 9,178,414 |
Lease liability | 6,728,765 | |
Derivative financial instruments | 1,518,249 | |
Accounts payable, accruals and other payables (excluding accrued interest and advance from customers) | 4,453,830 | 31,469,596 |
Total | 26,682,595 | 42,166,259 |
1 to 5 years [Member] | ||
Financial Risk Management and Policies (Details) - Schedule of maturity profile of Group's financial liabilities [Line Items] | ||
Borrowings (including accrued interest) | 250,290,000 | 34,165,752 |
Lease liability | 35,875,519 | 9,919,810 |
Derivative financial instruments | ||
Accounts payable, accruals and other payables (excluding accrued interest and advance from customers) | ||
Total | 286,165,519 | 44,085,562 |
Later than 5 years [Member] | ||
Financial Risk Management and Policies (Details) - Schedule of maturity profile of Group's financial liabilities [Line Items] | ||
Borrowings (including accrued interest) | 40,550,347 | |
Lease liability | 858,043,425 | 213,469,799 |
Derivative financial instruments | ||
Accounts payable, accruals and other payables (excluding accrued interest and advance from customers) | ||
Total | $ 858,043,425 | $ 254,020,146 |
Financial Risk Management and_5
Financial Risk Management and Policies (Details) - Schedule of capital management - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of capital management [Abstract] | ||||
Borrowings | $ 187,014,715 | $ 88,700,137 | ||
Lease liability | 89,084,565 | 30,779,137 | ||
Less: cash and cash equivalents | (20,989,970) | (19,830,771) | ||
Net debt | 255,109,310 | 99,648,503 | ||
Total capital | 128,618,677 | 109,416,415 | $ 60,977,933 | $ 67,620,954 |
Capital and net debt | $ 383,727,987 | $ 209,064,918 | ||
Gearing ratio | 66.00% | 48.00% |
Reverse Acquisition Transacti_3
Reverse Acquisition Transaction (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 20, 2019 | |
Reverse Acquisition Transaction (Details) [Line Items] | ||||
Ordinary shares, description | ●Each outstanding ordinary share of Twelve Seas was exchanged for one (1) ordinary share of Brooge Energy. | |||
Exchanged warrant, description | ●Each outstanding warrant of Twelve Seas was exchanged for one warrant of Brooge Energy. | |||
Redemption amount of ordinay shares (in Dollars) | $ 33,064,568 | |||
Net assets (in Dollars) | $ 32,383,588 | |||
Recognized expense (in Dollars) | $ 101,900,000 | |||
Business combination, description | Shares issued to Twelve Seas as part of the reverse acquisition transaction included escrow shares of 1,552,000 being 30% of the founder shares which are subject to meeting certain financial milestones as mentioned below. | |||
Total shares issued | 98,718,035 | |||
Reduction of ordinary shares | 1,281,965 | |||
Cash election, percentage | 40.00% | |||
BPGIC International (formerly known as Twelve Seas) [Member] | ||||
Reverse Acquisition Transaction (Details) [Line Items] | ||||
Ordinary shares, description | Twelve Seas issued a total of 100 million shares (inclusive of 20 million of escrowed shares) to BPGIC in exchange for 100 ordinary shares of BPGIC. All 100 million shares were simultaneously replaced with Brooge Energy shares at the ratio of 1:1. | |||
Ordinary shares issued | 10,869,719 | |||
Warrants issued | 21,229,000 | |||
Sale of ordinary shares | 16,997,181 | |||
Sale of ordinary shares price, per share (in Dollars per share) | $ 10.31 | |||
Redemption amount of ordinay shares (in Dollars) | $ 175,360,000 | |||
Net assets (in Dollars) | 32,400,000 | |||
Business administration expenses (in Dollars) | 131,000,000 | |||
Recognized expense (in Dollars) | 98,600,000 | |||
Recognized fair value (in Dollars) | $ 3,100,000 | |||
Escrow [Member] | ||||
Reverse Acquisition Transaction (Details) [Line Items] | ||||
Ordinary shares issued | 1,500,000 | |||
Total shares issued | 20,000,000 | |||
Exchange shares | 20,000,000 | |||
NASDAQ [Member] | ||||
Reverse Acquisition Transaction (Details) [Line Items] | ||||
Fair value, per share (in Dollars per share) | $ 10.49 | |||
Fair value, per warrant (in Dollars per share) | $ 0.80 | |||
One-half Escrow [Member] | ||||
Reverse Acquisition Transaction (Details) [Line Items] | ||||
Escrow property, description | (a) the Annualized EBITDA (as defined in the Escrow Agreement) for any full fiscal quarter during the Escrow Period (beginning with the first full fiscal quarter beginning after the Closing) (an “Escrow Quarter”) equals or exceeds USD 175,000,000 or (b) at any time during the Escrow Period, the closing price of the Brooge Energy ordinary shares equals or exceeds $12.50 per share (subject to equitable adjustment) for any ten (10) Trading Days (as defined in the Escrow Agreement) within any twenty (20) Trading Day period during the Escrow Period. | |||
All Escrow Property [Member] | ||||
Reverse Acquisition Transaction (Details) [Line Items] | ||||
Escrow property, description | (a) the Annualized EBITDA for any Escrow Quarter equals or exceeds $250,000,000 or (b) at any time during the Escrow Period, the closing price of the Brooge Energy ordinary shares equals or exceeds $14.00 per share (subject to equitable adjustment) for any ten (10) Trading Days within any twenty (20) Trading Day period during the Escrow Period. |
Reverse Acquisition Transacti_4
Reverse Acquisition Transaction (Details) - Schedule of net assets | Dec. 31, 2020USD ($) |
Schedule of net assets [Abstract] | |
Cash and cash equivalent | $ 33,064,568 |
Current assets | 84,000 |
Accounts payable | $ (765,000) |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | ||
Mar. 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | |
Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Land lease agreement, description | the Group with the mutual agreement of the customer novated an agreement entered in March with the new customer for the same quantity of 83,126 m3 of the Phase I capacity, for a five month period subject to renewal for an additional three month period with the mutual agreement of the parties. | ||
BPGIC Allocated [Member] | Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Land lease agreement, description | BIA agreed to release further 41,563 m3 of the Phase I capacity, amounting to approximately one tenth of the total Phase I capacity, back to BPGIC. BPGIC allocated this capacity to the new customer for a two month period subject to renewal for an additional two month period with the mutual agreement of the parties. On expiration of the agreement, BPGIC has to return back 41,536 m3 to BIA. | BIA agreed to release 41,563 m3 of the Phase I capacity, amounting to approximately one tenth of the total Phase I capacity, back to BPGIC. BPGIC allocated this capacity to the new customer for a three month period subject to renewal for an additional three month period with the mutual agreement of the parties. On expiration of the agreement, BPGIC has to return back 41,536 m3 to BIA. | |
BPGIC Allocated [Member] | Subsequent Events [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Land lease agreement, description | BIA agreed to release further 83,126 m3 of the Phase I capacity, amounting to approximately 20% of the total Phase I capacity, back to BPGIC. BPGIC allocated this capacity to the new customer for a six month period subject to renewal for an additional three month period with the mutual agreement of the parties. Subsequent to this release of capacity, BIA does not have any capacity of phase 1, although, on expiration of these agreements, BPGIC has to return back the same capacity to BIA. |