Share Capital, Share Premium and Statutory Reserve

12 Months Ended

Dec. 31, 2023

Share Capital, Share Premium and Statutory Reserve [Abstract]

Share Capital, Share Premium and Statutory Reserve

20 Share Capital, Share Premium and Statutory Reserve

	No. of Shares		USD
Authorized
Ordinary shares		450,000,000		450,000,000
Share Capital
As at December 31, 2023		88,035,353		8,804
As at December 31, 2022		88,035,353		8,804

Ordinary shares held in escrow (20,000,000 shares held by BPGIC PLC and 1,552,500 shares held by the original founders of Twelve Seas) have been excluded from the share capital in the table above. These shares will be released upon the satisfaction of certain financial milestones and share price targets below the release or forfeiture of these shares in the future will not have an effect on the equity of the Group.

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 Limited ordinary shares equals or exceeds USD 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 USD 250,000,000 or (b) at any time during the Escrow Period, the closing price of the Brooge Energy Limited ordinary shares equals or exceeds USD 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.

Share Premium	2023		2022
As at January 1		101,777,058		101,777,058
As at December 31		101,777,058		101,777,058

As required by the Articles of Association of BPGIC FZE, 10% of the profit for the year must be transferred to the statutory reserve. As at December 31, 2023, the statutory reserve equals to USD 680,643 (2022: USD 680,643).