1. The British forces had been reduced to a weak rump, essentially consisting of the under-strength 2nd Armoured Division and the 3rd Indian Brigade.
2. Allied intelligence of Rommel's intentions was not available - in fact his own commanders didn't know what he was up to until it was too late.
3. Rommel was able to form the Axis and Italian units into effective teams, giving local superiority until they eventually brushed upon the Australians who had successfully retreated into a strong position at Tobruk.
In Assault Gun terms, the 2nd armoured division is as follows:
| Unit | Type | Equipment | Ability | Movement | Init | Recce | AT | Arm. | HE | Strength |
| 3 Hussars | Tank | Mk VII | Fast Tank | 3 | 1 | 0 | 1 | 0 | 3 | |
| 5 Bn RTR | Tank | Cruiser | Fast Tank | 5 | 0 | 1 | 1 | 0 | 3 | |
| 6 Bn RTR | Tank | M13/40 | Slow Tank | 5 | 0 | 1 | 1 | 0 | 3 | |
| 1st KDG | A/Car | M-Herrington | A/Car | 3 | 2 | 0 | 0 | 0 | 3 | |
| Tower Hamlets | Infantry | Truck | 1 | 0 | 0 | 0 | 0 | 1 | ||
| 1 RHA | Guns | 25 pdr | Range 12km | Truck | 0/11 | 0 | 2 | 0 | 2 | 2 |
| 104 RHA | Guns | 25 pdr | Range 12km | Truck | 0/11 | 0 | 2 | 0 | 2 | 2 |
Essentially, the tank regiments are weak, with about 45 tanks each - there is a case for this to be even lower. The Tower Hamlets are a battalion, and the artillery is 24 guns in each unit.
The 3rd Indian Mechanised Brigade consists of 3 independent battalions:
| Unit | Type | Equipment | Ability | Movement | Init | Recce | AT | Arm. | HE | Strength |
| 2nd Lancers | Infantry | Truck | 1 | 1 | 0 | 0 | 0 | 2 | ||
| Albert Victor's Cav. | Infantry | Truck | 1 | 1 | 0 | 0 | 0 | 2 | ||
| 18 King Ed's Cav. | Infantry | Truck | 1 | 1 | 0 | 0 | 0 | 2 |
Not great, and the Corps Troops aren't up to much either:
| Unit | Type | Equipment | Ability | Movement | Init | Recce | AT | Arm. | HE | Strength |
| French | Infantry | Truck | 1 | 0 | 0 | 0 | 0 | 1 | ||
| LRDG | Infantry | MG | A/Car | 3 | 3 | 1 | 0 | 2 | 2 | |
| Nthm Fus. | Infantry | MG | Support | Truck | 2 | 0 | 0 | 0 | 0 | 1 |
| Reg | Guns | 18 pdr | Range | Truck | 0/11 | 0 | 2 | 0 | 1 | 2 |
Although the 9th Australian Division is quite good:
| Unit | Type | Equipment | Ability | Movement | Init | Recce | AT | Arm. | HE | Strength |
| 20th Bde | Infantry | Truck | 1 | 0 | 1 | 0 | 1 | 4 | ||
| 24th Bde | Infantry | Leg | 1 | 0 | 1 | 0 | 1 | 4 | ||
| 26th Bde | Infantry | Leg | 1 | 0 | 1 | 0 | 1 | 3 | ||
| Field Reg | Guns | 25 Pdr | Range 12km | Truck | 0/11 | 0 | 2 | 0 | 2 | 2 |
| Sp Gun | 2pdr Portee | AT | Truck | 0/10 | 0 | 1 | 0 | 0 | 2 |
The Commonwealth receive some reinforcements during the battle:
| Unit | Type | Equipment | Ability | Movement | Init | Recce | AT | Arm. | HE | Strength |
| 11 Hussars | A/Car | M-Herrington | A/Car | 3 | 3 | 0 | 0 | 0 | 5 | |
| 1bn KRRC | Infantry | Truck | 1 | 0 | 0 | 0 | 0 | 1 |
Axis Forces consist of 3 divisions: One German and Two Italian.
Ariete is the first Italian Armoured Division in North Africa, and is still low on equipment:
| Unit | Type | Equipment | Ability | Movement | Init | Recce | AT | Arm. | HE | Strength |
| Tank | M13/41 | Slow Tank | 5 | 1 | 1 | 1 | 0 | 3 | ||
| Tank | L3 | Med Tank | 3 | 1 | 0 | 0 | 0 | 2 | ||
| 8th Reg | Infantry | Bersaglieri | Truck | 1 | 0 | 1 | 0 | 1 | 3 | |
| Bers. Bn | Infantry | Motorbikes | A/Car | 2 | 2 | 0 | 0 | 0 | 1 | |
| Guns | 88/90mm | AT | Truck | 0/10 | 0 | 3 | 0 | 1 | 2 | |
| Guns | 75mm | Range 8km | Truck | 0/11 | 0 | 2 | 0 | 1 | 2 |
The 8th Regiment is two Bersaglieri battalions.
The only infantry division is the Italian 27th Brescia, a typical binary division:
| Unit | Type | Equipment | Ability | Movement | Init | Recce | AT | Arm. | HE | Strength |
| 19th Reg | Infantry | Italian | Leg | 1 | 0 | 0 | 0 | 0 | 2 | |
| 20th Reg | Infantry | Italian | Leg | 1 | 0 | 0 | 0 | 0 | 2 | |
| Guns | 75mm(88) | Range 8km | Leg | 0/11 | 0 | 2 | 0 | 1 | 3 |
German presence, at this stage, is limited to the 5th light Division - a powerful, all-round unit:
| Unit | Type | Equipment | Ability | Movement | Init | Recce | AT | Arm. | HE | Strength |
| Bn | Tank | Pz IV F2 | Support | Med. Tank | 5 | 2 | 2 | 1 | 1 | 5 |
| Bn | Tank | Pz III H | Support | Med. Tank | 5 | 2 | 1 | 1 | 0 | 5 |
| Reg | Infantry | MG | Truck | 2 | 1 | 1 | 0 | 1 | 5 | |
| Bn | A/Car | Sdkfz 222 | A/Car | 4 | 3 | 1 | 0 | 0 | 4 | |
| Reg | Guns | 105mm | Range 10km | Truck | 0/11 | 0 | 3 | 0 | 2 | 2 |
| Bn | Guns | 88mm | AT | Truck | 0/10 | 0 | 3 | 0 | 1 | 2 |
| Bn | Guns | 50mm | AT | Truck | 0/10 | 0 | 2 | 0 | 0 | 2 |
Corps troops are also quite useful:
| Unit | Type | Equipment | Ability | Movement | Init | Recce | AT | Arm. | HE | Strength |
| Italian | A/Car | Autoblinda | A/Car | 3 | 3 | 0 | 0 | 0 | 3 | |
| German | SP Gun | PzJg I | AT | Med Tank | 5 | 1 | 1 | 0 | 2 | 2 |
| German | Guns | 88mm | AT | Truck | 0/10 | 0 | 3 | 0 | 2 | 2 |
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