|
|
Company PJSC (Masdar)
Review report and
interim financial information
For the six-months period ended 30 June 2024
Report on Review of INTERIM CONDENSED CONSOLIDATED Financial STATEMENTS
TO the BOARD OF DIRECTORS OF ABU DHABI FUTURE ENERGY COMPANY PJSC (MASDAR)
Introduction
We have reviewed the accompanying interim condensed consolidated financial statements of Abu Dhabi Future Energy Company PJSC (the "Company") and its subsidiaries (together referred to as the "Group" or collectively as "Masdar") as at 30 June 2024, comprising of the interim consolidated statement of financial position as at 30 June 2024, and the related interim consolidated statements of comprehensive income, changes in equity and cash flows for the six months period then ended and material accounting policy information. Management is responsible for the preparation and fair presentation of these interim condensed consolidated financial statements in accordance with International Accounting Standard 34 Interim Financial Reporting ("IAS 34"). Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.
Scope of review
We conducted our review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Other matter
The accompanying interim condensed consolidated financial statements represent the first interim condensed consolidated financial statements prepared by the Group for six month period ended 30 June. Accordingly, the interim condensed consolidated statements of comprehensive income, change in equity and cash flows for the six-month period ended 30 June 2023, were neither audited nor reviewed by an auditor and are presented for comparison purposes only.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects in accordance with IAS 34, "Interim Financial Reporting".
For Ernst & Young
Walid J Nakfour
Registration No 5479
18 December 2024
Abu Dhabi, United Arab Emirates
Abu Dhabi Future Energy Company PJSC (Masdar)
INTERIM consolidated statement of financial position
As at 30 June 2024
(Unaudited) (Audited)
30 June 31 December
2024 2023
Notes AED'000 AED'000
ASSETS
Non-current assets
Property, plant and equipment 5 1,802,412 1,781,770
Right-of-use assets 268,427 265,428
Intangible assets and goodwill 223,496 226,416
Investments in associates and joint ventures 6 10,310,999 7,581,930
Other non-current financial assets 54,572 35,642
Finance lease receivables 45,069 47,033
Loans to related parties 7 1,769,112 573,020
Derivative financial assets 8 283,184 194,123
Contract assets 10 4,061,272 3,109,069
18,818,543 13,814,431
Current assets
Finance lease receivables 8,057 9,821
Loans to related parties 7 286,496 350,023
Due from related parties 7 231,718 151,991
Trade and other receivables 9 1,679,790 1,366,907
Contract assets 10 27,151 27,184
Cash and cash equivalents 11 4,434,289 2,479,634
6,667,501 4,385,560
TOTAL ASSETS 25,486,044 18,199,991
EQUITY AND LIABILITIES
Equity
Share capital 12 8,000,000 8,000,000
Additional capital contribution 13 6,964,488 4,393,038
Reserves 14 373,682 474,212
Accumulated losses (2,948,465) (3,059,912)
Equity attributable to equity holders of the parent 12,389,705 9,807,338
Non-controlling interest (2,511) (2,015)
Total equity 12,387,194 9,805,323
Non-current liabilities
Loans and borrowings 15 6,211,485 5,226,403
Lease liabilities 289,495 282,605
Other non-current liabilities 16 697,694 207,951
Deferred tax liabilities 24 191,523 177,411
7,390,197 5,894,370
Current liabilities
Due to related parties 7 23,922 65,812
Loans and borrowings 15 3,688,395 1,160,272
Lease liabilities 8,283 8,608
Trade and other payables 17 1,988,053 1,265,606
5,708,653 2,500,298
Total liabilities 13,098,850 8,394,668
TOTAL EQUITY AND LIABILITIES 25,486,044 18,199,991
|
Chief Executive Officer | |
Chief Financial Officer |
The attached notes 1 to 28 form part of these interim condensed consolidated financial statements.
Abu Dhabi Future Energy Company PJSC
INTERIM consolidated statement of COMPREHENSIVE INCOME
For the six months period ended 30 June 2024
(Unaudited) (Unaudited)
30 June 30 June
2024 2023
Notes AED'000 AED'000
Revenue 18 1,262,447 781,344
Direct costs 19 (975,797) (513,832)
Gross profit 286,650 267,512
Income from government grants 37,978 48,908
Other income 20 266,934 23,291
General and administrative expenses 21 (292,605) (261,245)
Project expenses (65,777) (56,413)
Share of results of equity-accounted investees, net 6 59,131 144,998
Change in fair value of derivatives 8 28,652 (22,060)
Other operating expenses 22 (35,709) (48,097)
Finance income 23 145,154 26,372
Finance expense 23 (261,344) (78,440)
Profit before tax 169,064 44,826
Income tax 24 (58,113) (19,480)
Profit for the period 110,951 25,346
Attributable to:
Equity holders of the parent 111,447 25,907
Non-controlling interest (496) (561)
110,951 25,346
Profit for the period 110,951 25,346
Other comprehensive (loss) income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation differences for foreign operations (133,074) 8,435
Share of movement in hedging reserves of equity-accounted investees 6 (76,362) (18,598)
Other movement in hedging reserve, net 8 98,628 40,585
Share of other comprehensive income from equity-accounted investees 10,278 -
Other comprehensive (loss) income for the period, net of income tax (100,530) 30,422
Total comprehensive income for the period 10,421 55,768
Attributable to:
Equity holders of the parent 10,917 56,329
Non-controlling interest (496) (561)
10,421 55,768
he attached notes 1 to 28 form part of these interim condensed consolidated financial statements.
Abu Dhabi Future Energy Company PJSC
INTERIM condensed consolidated statement of changes in equity
For the six months period ended 30 June 2024
Additional Non-
Share capital Investment Statutory Other Total Accumulated controlling Total
capital contribution reserve reserve reserve reserve losses Total interest equity
AED'000 AED'000 AED'000 AED'000 AED'000 AED'000 AED'000 AED'000 AED'000 AED'000
Balance on 1 January 2023 8,000,000 1,083,683 246,321 242,325 (36,210) 452,436 (3,016,830) 6,519,289 (383) 6,518,906
Profit for the period - - - - - - 25,907 25,907 (561) 25,346
Other comprehensive income for the period - - - - 30,422 30,422 - 30,422 - 30,422
Total comprehensive income for the period - - - - 30,422 30,422 25,907 56,329 (561) 55,768
Transactions with shareholder (note 13) - 1,597,973 - - - - - 1,597,973 - 1,597,973
Balance at 30 June 2023 (unaudited) 8,000,000 2,681,656 246,321 242,325 (5,788) 482,858 (2,990,923) 8,173,591 (944) 8,172,647
Balance on 1 January 2024 8,000,000 4,393,038 246,321 242,325 (14,434) 474,212 (3,059,912) 9,807,338 (2,015) 9,805,323
Profit for the period - - - - - - 111,447 111,447 (496) 110,951
Other comprehensive loss for the period - - - - (100,530) (100,530) - (100,530) - (100,530)
Total comprehensive loss for the period - - - - (100,530) (100,530) 111,447 10,917 (496) 10,421
Transactions with shareholders (note 13) - 2,571,450 - - - - - 2,571,450 - 2,571,450
Balance at 30 June 2024 (unaudited) 8,000,000 6,964,488 246,321 242,325 (114,964) 373,682 (2,948,465) 12,389,705 (2,511) 12,387,194
The attached notes 1 to 28 form part of these interim condensed consolidated financial statements.
Abu Dhabi Future Energy Company PJSC
INTERIM consolidated statement of cash flows
For the six months period ended 30 June 2024
(Unaudited) (Unaudited)
30 June 30 June
2024 2023
Notes AED '000 AED '000
OPERATING ACTIVITIES
Profit before tax 169,064 44,826
Adjustments for:
Depreciation of property, plant and
equipment and right-of-use assets 19 & 21 74,239 57,989
Interest on lease liabilities 23 6,888 4,556
Amortisation of intangible assets 21 1,585 1,471
Share of results of equity-accounted investees, net 6 (59,131) (144,998)
Change in fair value of financial assets carried
at fair value through profit or loss 22 338 (1,544)
Finance lease income (2,165) (2,188)
Provision for expected credit losses on
trade and contract receivables 18 8,886 8,536
Provision for expected credit losses on
loans to related parties, net 22 23,295 48,025
Change in fair value of derivatives 8 (28,652) 22,060
Dividend income 20 (97,535) -
Finance income 23 (145,154) (26,372)
Finance expense 23 261,344 78,440
Operating cash flows before changes in working capital 213,002 90,801
Working capital adjustments:
Trade and other receivables (312,883) (151,087)
Due from related parties (79,727) 54,720
Due to related parties (41,890) (36,704)
Contract assets (952,170) (515,928)
Trade and other payables 702,304 843,702
(471,364) 285,504
Income tax paid (16,684) (11,086)
Employees' end of service benefit paid (4,948) (292)
Net cash (used in) generated from operating activities (492,996) 274,126
Abu Dhabi Future Energy Company PJSC
INTERIM consolidated statement of cash flows continued
For the six months period ended 30 June 2024
(Unaudited) (Unaudited)
30 June 30 June
2024 2023
Notes AED '000 AED '000
INVESTING ACTIVITIES
Purchase of property, plant and equipment 5 (90,812) (575,244)
Investment in associates and joint ventures (2,445,576) (2,539,682)
Investment in financial assets carried at
fair value through profit or loss (19,851) (7,601)
Acquisition of subsidiary net of cash acquired - (29,413)
Dividends from investments in
associates and join ventures 141,597 110,658
Loans provided to related parties 7 (1,257,505) (334,474)
Proceeds from loan to related parties 7 116,244 7,011
Finance income received 99,586 12,793
Net cash used in investing activities (3,456,317) (3,355,952)
FINANCING ACTIVITIES
Disbursements from loans and borrowings 15 3,591,362 1,897,125
Repayment of loans and borrowings 15 (69,978) (385,223)
Shareholder's contribution 13 2,571,450 1,597,973
Finance expense paid (170,270) (72,152)
Repayment of lease liabilities (16,455) (9,413)
Net cash generated from financing activities 5,906,109 3,028,310
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 1,956,796 (53,516)
Cash and cash equivalents on 1 January 2,479,634 3,150,649
Net foreign exchange difference (2,141) (9,603)
CASH AND CASH EQUIVALENTS AT 30 JUNE 11 4,434,289 3,087,530
The attached notes 1 to 28 form part of these interim condensed consolidated financial statements.
1 General information
Abu Dhabi Future Energy Company PJSC (Masdar) (the "Company") is registered as a public joint stock company in the Emirate of Abu Dhabi. The Company was incorporated on 9 December 2007.
The ownership structure of the Company is as follows:
30 June 31 December
Name of the shareholder 2024 2023
Abu Dhabi National Energy Company PJSC (TAQA) 43% 43%
Mamoura Diversified Global Holding PJSC (MUBADALA) 33% 33%
Abu Dhabi National Oil Company PJSC (ADNOC) 24% 24%
These consolidated interim condensed financial statements include the financial performance and position of the Company and its subsidiaries (together, the "Group") and the Group's interest in its equity-accounted investees.
The principal activities of the Company and its subsidiaries (the "Group") are to invest in or acquire participations in entities within UAE or abroad in the renewable energy, energy efficiency, carbon reduction, carbon capture and storage and other forms of sustainability related technologies and provision of services for the reduction of carbon emissions. The Company was formed for the purpose of implementing Masdar initiative.
The Masdar initiative has four primary objectives:
· to reduce the carbon footprint of Abu Dhabi;
· to enhance the Abu Dhabi brand in the new energy and sustainability markets;
· to foster the development of a knowledge-based economy in Abu Dhabi; and
· to be profitable.
The registered office of the Company is P.O. Box 54115, Abu Dhabi, United Arab Emirates. The Government of Abu Dhabi is the Ultimate Parent of the Company.
The Group has not made any social contributions during the period ended 30 June 2024.
The interim condensed consolidated financial statements were approved by the Board of Directors and authorised for issue on 16 December 2024.
2 BASIS OF PREPARATION
2.1 Statement of compliance
These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting.
The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements prepared in accordance with International Financial Reporting Standards, and should be read in conjunction with the Group's annual consolidated financial statements as at 31 December 2023. In addition, results for the six months period ended 30 June 2024 are not necessarily indicative of the results for the year ending 31 December 2024.
These interim condensed consolidated financial statements have been prepared on historical cost basis, except for investments in financial assets and derivative financial instruments which are stated at fair value.
The interim condensed consolidated financial statements are presented in United Arab Emirates Dirham (AED), which is the presentation currency of the Group and the functional currency of the Company. All the values are rounded to the nearest thousand (AED '000) except when otherwise indicated.
2 BASIS OF PREPARATION continued
2.2 Basis for consolidation
The interim condensed consolidated financial statements of the Group comprise the financial information of the Company and its subsidiaries.
Control is achieved when the Group:
· has power over the investee;
· is exposed, or has rights, to variable returns from its involvement with the investee; and
· has the ability to use its power to affect its returns.
The Group reassesses 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 listed above.
When the Group has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally.
The Group considers all relevant facts and circumstances in assessing whether or not the Group's voting rights in an investee are sufficient to give it power, including:
· the size of the Group's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
· potential voting rights held by the Group, other vote holders or other parties;
· rights arising from other contractual arrangements; and
· any additional facts and circumstances that indicate that the Group has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders' meetings.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the period are included in the interim condensed consolidated statement of profit or loss from the date the Group gains control until the date when the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group's accounting policies.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
3 MATERIAL ACCOUNTING POLICY INFORMATION
3.1 New standards, interpretations and amendments adopted by the Group
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2023, except for the adoption of new standards effective as of 1 January 2024. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
· Amendments to IFRS 16: Lease Liability in a Sale and Leaseback
· Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7
· Amendments to IAS 1: Classification of liabilities as Current or Non-current
The amendments had no impact on the Group's interim condensed consolidated financial statements.
3.2 Standards issued but not yet effective
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group's interim condensed consolidated financial statements are disclosed below. The Group intends to adopt these new and amended standards and interpretations, if applicable, when they become effective.
· Lack of Exchangeability (Amendments to IAS 21)
· Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28)
· IFRS 18 - Presentation and Disclosure in Financial Statements
· IFRS 19 - Subsidiaries without Public Accountability: Disclosures
· Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7
The Group does not expect that the adoption of these new and amended standards and interpretations will have a material impact on its interim condensed consolidated financial statements.
3.3 Significant accounting estimates and judgements
The preparation of the interim condensed consolidated financial statements in conformity with the International Financial Reporting Standards requires management to make judgment, estimates and assumptions that affect the application of accounting policies and reported amounts of financial assets and liabilities and the disclosure of contingent liabilities. These judgments, estimates and assumptions also affect the revenue, expenses and provisions as well as fair value changes. Actual results may differ from these estimates.
These judgments, estimates and assumptions may affect the reported amounts in subsequent financial years. Estimates and judgments are currently evaluated and are based on historical experience and other factors.
In preparing these interim condensed consolidated financial statements, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty are the same as those applied to the consolidated financial statements as at and for the year ended 31 December 2023.
4 SUBSIDIARIES, EQUITY-ACCOUNTED INVESTEES AND JOINT OPERATIONS
Details of the Group's subsidiaries, equity-accounted investees and joint operations at the end of the reporting period are as follows:
Ownership interest
30 June 31 December
Subsidiaries Domicile Principal activities 2024 2023
Masdar Energy Limited UAE Holding company 100% 100%
Noor One Solar Power Company L.L.C.
(formerly Masdar Photovoltaic L.L.C.) UAE Holding company 100% 100%
Masdar Holding L.L.C. UAE Holding company 100% 100%
Masdar Energy Holding L.L.C. UAE Holding company 100% 100%
Masdar PV GmbH Germany Manufacturing 100% 100%
Masdar Solar &Wind Cooperatief U.A. Netherlands Investment in renewable energy 100% 100%
Masdar Energy BV Netherlands Investment in renewable energy 100% 100%
Masdar Energy UK Limited UK Renewable energy 100% 100%
Masdar Finance BV Netherlands Services 100% 100%
Masdar Offshore Wind UK Limited UK Investment in renewable energy 100% 100%
Masdar Egypt Investment 1 Limited UAE Holding company 100% 100%
Masdar Egypt Investment 2 Limited UAE Holding company 100% 100%
Masdar Egypt Investment 3 Limited UAE Holding company 100% 100%
Masdar Egypt Investment 4 Limited UAE Holding company 100% 100%
Ras Ghareb Investment Holding Limited UAE Holding company 100% 100%
Yas Energy Company SAE Egypt Renewable energy 100% 100%
Masdar Oman Holding Limited Oman Renewable energy 100% 100%
Masdar Offshore Wind Scotland Limited UK Renewable energy 100% 100%
Masdar Specialised Technial Services LLC UAE Services 100% 100%
Masdar UK charging
infrastructure SPV Restricted Limited UAE Investment 100% 100%
Masdar Egypt BV Netherlands Renewable energy 100% 100%
Nur Navoi Solar Holding RSc Limited UAE Renewable energy 100% 100%
Masdar Moroc RSC Limited UAE Renewable energy 100% 100%
Source Trading Company Limited UAE Services 100% 100%
Madar Indonesia Solar Holdings RSC Limited UAE Renewable energy 100% 100%
Masdar Cirata Solar RSC Limited UAE Renewable energy 100% 100%
Masdar CIS Holdings RSC Limited UAE Renewable energy 100% 100%
Masdar Energy UK II Limited UK Renewable energy 100% 100%
Masdar Offshore Wind UK II Limited UK Renewable energy 100% 100%
Abu Dhabi Future Energy Holding Company LLC KSA Renewable energy 100% 100%
Shamol Zarafshan Enegy FE LLC Uzbekistan Renewable energy 100% 100%
Masdar Al-Dhafra Holding RSC Limited UAE Renewable energy 100% 100%
Masdar Power Services Uzbekistan Renewable energy 100% 100%
Masdar Israel Holding RSC Limited UAE Renewable energy 100% 100%
Shamol Zarafshan Energy Holding RSC Limited UAE Renewable energy 100% 100%
Jizzak Holding RSC Limited UAE Renewable energy 100% 100%
Nur Sherabad Holding RSC Limited UAE Renewable energy 100% 100%
Area 60 Holding RSC Limited UAE Renewable energy 100% 100%
Nur Samarkand Holding RSC Limited UAE Renewable energy 100% 100%
AYG-1 Holding RSC Limited UAE Renewable energy 100% 100%
Masdar Azerbaijan LLC Azerbaijan Renewable energy 100% 100%
Masdar Azerbaijan Energy LLC Azerbaijan Renewable energy 100% 100%
Nur Navoi Solar LLC Uzbekistan Renewable energy 100% 100%
Al Dhafra Wind Energy Company UAE Renewable energy 100% 100%
ADFEC Morocco SARLAU Morocco Renewable energy 100% 100%
Shamol Zarafshan LLC Uzbekistan Renewable energy 100% 100%
Nur Jizzak Solar PV Foreign
Enterprise Limited Liabilty Company Uzbekistan Renewable energy 100% 100%
Nur Sherabad Solar PV
Foreign Enterprise Limited liability Company Uzbekistan Renewable energy 100% 100%
Nur Samakand Solar PV Foreign
Enterprise Limited liability Company Uzbekistan Renewable energy 100% 100%
ADV 003 Limited UK Renewable energy 90% 90%
ADV 004 Limited UK Renewable energy 90% 90%
ADV 005 Limited UK Renewable energy 90% 90%
ADV 006 Limited UK Renewable energy 90% 90%
ARL 016 Limited UK Renewable energy 90% 90%
ARL Energy Development Limited UK Renewable energy 90% 90%
4 SUBSIDIARIES, EQUITY-ACCOUNTED INVESTEES AND JOINT OPERATIONS continued
Ownership interest
30 June 31 December
Subsidiaries Domicile Principal activities 2024 2023
AVE 002 Limited UK Renewable energy 90% 90%
Masdar Americas LLC USA Renewable energy 100% 100%
Ninety Sixth Investment Company LLC UAE Renewable energy 100% 100%
Masdar APAC Pte Ltd Singapre Renewable energy 100% 100%
Masdar Arlington Energy Storage UK Holdco Ltd UK Renewable energy 100% 100%
Masdar Big Beau Holding LLC USA Renewable energy 100% 100%
Masdar Blue Palm Holding LLC USA Renewable energy 100% 100%
Masdar CES Europe B.V. Netherlands Renewable energy 100% 100%
Masdar Energy Storage Development UK Ltd UK Renewable energy 100% 100%
Masdar Global Offshore
Wind Holding RSC Limited UAE Renewable energy 100% 100%
Masdar Miligan Holding LLC USA Renewable energy 100% 100%
ESL 001 Limited UK Renewable energy 90% 90%
ESL 002 Limited UK Renewable energy 90% 90%
Masdar Rocksprings Holding Inc USA Renewable energy 100% 100%
Masdar Rocksprings Wind Holdco Corp USA Renewable energy 100% 100%
Masdar Sterling Holding Inc USA Renewable energy 100% 100%
Masdar Sterling Wind Holdco Corp USA Renewable energy 100% 100%
Masdar UK Development Company Limited UK Renewable energy 100% 100%
Masdar USA One Holding RSC Ltd UAE Renewable energy 100% 100%
Masdar USA Two Holding RSC Ltd UAE Renewable energy 100% 100%
Masdar Uzbekistan LLC Foreign Enterprise Uzbekistan Renewable energy 100% 100%
Noor One Solar Power Company LLC UAE Renewable energy 100% 100%
Rocksprings Wind Masdar Opco LLC USA Renewable energy 100% 100%
Sterling Wind Masdar Opco LLC USA Renewable energy 100% 100%
Arlington Group Services Ltd UK Renewable energy 90% 90%
Technical Service LLC Abu Dhabi Branch UAE Renewable energy 100% 100%
Masdar Europe SLU Spain Renewable energy 100% 100%-
MAS 001 Limited UK Renewable energy 99% 99%
MAS 002 Limited UK Renewable energy 99% 99%
MAS 003 Limited UK Renewable energy 99% 99%
MAS 004 Limited UK Renewable energy 99% 99%
MAS 005 Limited UK Renewable energy 99% 99%
MAS 007 Limited UK Renewable energy 99% 99%
MAS 008 Limited UK Renewable energy 99% 99%
Masdar DBS East Limited UK Renewable energy 100% 100%
Masdar DBS West Limited UK Renewable energy 100% 100%
Masdar Holdco DBS East Limited UK Renewable energy 100% 100%
Masdar Holdco DBS West Limited UK Renewable energy 100% 100%
PT Masdar Clean Energy Indonesia LLC Indonesia Renewable energy 100% 100%
Almenara Power SLU Spain Renewable energy 100% 100%
Masdar Power Services Azerbaijan LLC (MPSA) Azerbaijan Renewable energy 100% 100%
Masdar Power Services LLC Uzbekistan Renewable energy 100% 100%
Masdar Renewable Power Services d.o.o. (MRPS) Serbia Renewable energy 100% 100%
Nur Guzar Holding RSC Limited UAE Renewable energy 100% 100%
Nur Kashkadarya Solar PV Foreign Enterprise Uzbekistan Renewable energy 100% 100%
Invest Company 1 Limited UAE Renewable energy 100% 100%
Masdar Europe Holding RSC Limited UAE Renewable energy 100% 100%
Masdar Baltic Eagle Germany GmbH Germany Renewable energy 100% 100%
Esnad Masdar for Energy LLC KSA Renewable energy 100% 100%
Masdar UK Ofshore Wind Holding Limited UK Renewable energy 100% 100%
Masdar TG Holding LLC USA Holding company 100% 100%
Masdar TG Merger Corporation USA Renewable energy 100% 100%
Masdar Trident Holding RSC Limited UAE Holding company 100% 100%
Subsidiaries incorporated during the period
Banka Solar Holdco RSC limited UAE Renewable energy 100% -
Gobustan Wind Holdco RSC Limited UAE Renewable energy 100% -
Bilasuvar Solar Holdco RSC Limted UAE Renewable energy 100% -
Amaala Sustainable Company for Energy KSA Renewable energy 50% -
Masdar Espana Holding 1 RSC Limited UAE Renewable energy 100% -
Al Ajban PV3 Energy LLC UAE Renewable energy 60% -
4 SUBSIDIARIES, EQUITY-ACCOUNTED INVESTEES AND JOINT OPERATIONS continued
Ownership interest
30 June 31 December
Associates Domicile Principal activities 2024 2023
London Array Limited UK Services 20% 20%
PT Pertamina Geothermal Indonesia Renewable energy 15% 15%
Joint ventures
Dudgeon Holding Limited
(Dudgeon Offshore Wind Limited) ("Dudgeon") UK Renewable energy 35% 35%
Shams Power Company PJSC UAE Renewable energy 51% 51%
Jordan Wind Power Company PSC Jordan Renewable energy 50% 50%
Tesla Wind B.V. Netherlands Renewable energy 50% 50%
Blue Palm Class B Solar Holdco USA Renewable energy 50% 50%
Blue Palm Calss B Wind Holdco USA Renewable energy 50% 50%
Val Verde Wind Holdco LLC USA Renewable energy 50% 50%
Verde Wind Holdco II LLC USA Renewable energy 50% 50%
East Rockingham RRF Holdco Trust Australia Renewable energy 37% 37%
Masdar Taaleri Generation d.o.o Serbia Renewable energy 50% 50%
Hywind Scotland Limited ("Hywind") UK Renewable energy 25% 25%
Emirates Solar Power Company LLC * UAE Renewable energy 60% 60%
Sharjah Waste to Energy
Company LLC ("Sharjah W2E") UAE Renewable energy 50% 50%
Emirates waste to energy company LLC UAE Renewable energy 50% 50%
Krnovo HoldCo D.o.o ("Krnovo") Montenegro Renewable energy 49% 49%
Baynounah Holdings B.V. ("Baynounah")* Netherlands Holding company 70% 70%
Baynouna Solar Energy PSC* Jordan Renewable energy 70% 70%
Dumat Al Jandal Wnd Energy Company LLC Saudi Arabia Renewable energy 34.3% 34.3%
Dumat Wind Contracting Company LLC Saudi Arabia Renewable energy 34.3% 34.3%
Masdar Tribe Energy Holdings RSC Limited* UAE Holding company 90% 90%
Masdar Tribe Energy
Western Australia RSC Limited UAE Renewable energy 17% 17%
East Rockingham RRF Holdco Trust 2 Australia Renewable energy 37% 37%
East Rockingham Project Trust Australia Renewable energy 37% 37%
East Rockingham RRF Finance Co PTY Ltd Australia Renewable energy 37% 37%
East Rockingham RRF Holdco 2 PTY Ltd Australia Renewable energy 37% 37%
East Rockingham RRF Holdco PTY Ltd Australia Renewable energy 37% 37%
Elecion Rockingham RRF Project Co PTY Ltd Australia Renewable energy 37% 37%
South Jeddah Noor PV Energy Company LLC Saudi Arabia Renewable energy 36% 36%
PV Energy Maintenance Company LLC Saudi Arabia Renewable energy 36% 36%
Noor Midelt Solar Hybrid 1 Company Morocco Renewable energy 30% 30%
Noor Midelt O&M1 Company Morocco Renewable energy 37% 37%
PT Pembangkitan Jawa Bali Masdar Solar Energi Indonesia Renewable energy 49% 49%
Fonnes SP. Z.O.O Poland Renewable energy 50% 50%
Sharjah Waste to Energy Plant Maintenance LLC UAE Renewable energy 25% 25%
Masdar Green Hydrogen LLC* UAE Renewable energy 55.8% 55.8%
Infinity Power Holding BV Netherlands Renewable energy 49% 49%
Emerge Limited* UAE Renewable energy 51% 51%
Noor Midelt 1 Procurement Company DMCC* UAE Renewable energy 54% 54%
Noor Jeddah Energy Service Company LLC Saudi Arabia Renewable energy 35.70% 35.70%
Energize O&M Company LLC* UAE Renewable energy 60% 60%
Dhafrah Solar Energy Holding Company LLC UAE Renewable energy 33.34% 33.34%
Dhafrah PV2 Energy Company LLC UAE Renewable energy 20% 20%
Dimona Solar Park Ltd Israel Renewable energy 49% 49%
Dimona Sun Ltd Israel Renewable energy 49% 49%
PT Masdar Mitra Solar Radiance Indonesia Renewable energy 47.5% 47.5%
Masdar Tribe Australia Holdings Ltd UAE Renewable energy 50% 50%
Masdar Tribe Australia PTY Ltd Australia Renewable energy 50% 50%
Masdar Armenia 1 CJSC* Armenia Renewable energy 85% 85%
Shuaa Energy 2 PSC UAE Renewable energy 24% 24%
Dudgeon Extension Limited UK Renewable energy 35% 35%
Blue Palm Holdings* USA Renewable energy 100% class B 100% class B
Sterling Wind Phase 1 Holdings LLC* USA Renewable energy 100% class A 100% class A
Rocksprings Val Verde Wind LLC* USA Renewable energy 100% class B 100% class B
Cibuk 2 HoldCo d.o.o Beograd Serbia Renewable energy 50% 50%
Cibuk 2 Wind Energy d.o.o Beograd Serbia Renewable energy 50% 50%
4 SUBSIDIARIES, EQUITY-ACCOUNTED INVESTEES AND JOINT OPERATIONS continued
Ownership interest
30 June 31 December
Joint Ventures Domicile Principal activities 2024 2023
Ekoenergia Solar 4 Sp.z.o.o Poland Renewable energy 50% 50%
Karif Investment Sp z.o.o Poland Renewable energy 50% 50%
Masdar Georgia Energy LLC* Georgia Renewable energy 90% 90%
P. Wind sp. z.o.o Poland Renewable energy 50% 50%
Rebat sp. z.o.o Poland Renewable energy 50% 50%
Sana Taibah for Renewable Energy KSA Renewable energy 40% 40%
Szamal Investment sp. z.o.o Poland Renewable energy 50% 50%
Ajban Holding RSC Limited* UAE Renewable energy 60% 60%
Virazon Sp. Z.o.o Poland Poland Renewable energy 50% 50%
Al Shorouq Sustainable Energy Company KSA Renewable energy 50% 50%
B. Wind Sp. Z.O.O Poland Renewable energy 50% 50%
Surazo Sp. Z.O.O Poland Renewable energy 50% 50%
Wind Energy Balkan Group Beograd* Serbia Renewable energy 60% 60%
Big Beau Power Purchaser LLC USA Renewable energy 50% 50%
Big Beau Solar LLC USA Renewable energy 50% class B 50% class B
Joint Ventures aquired during the period
RWE Renewables UK Dogger Bank South (East) Ltd UK Renewable energy 49% -
RWE Renewables UK Dogger Bank South (West Ltd UK Renewable energy 49% -
Joint operations
London Array Project (unincorporated) UK Renewable energy 20% 20%
The Group does not have any material partly owned subsidiaries.
The Group's investments in associates and joint ventures are accounted for using the equity method of accounting.
* The entities where the Group has equal to or more than 50% shareholding are classified as equity accounted investees due to the absence of control and voting rights.
5 Property, plant and equipment
(Unaudited) (Audited)
30 June 31 December
2024 2023
AED'000 AED'000
At 1 January 1,781,770 1,415,001
Addition 90,812 883,503
Transfers - (478,674)
Depreciation (62,963) (95,816)
Effect of movement in exchange rates (7,207) 57,756
At 30 June / 31 December 1,802,412 1,781,770
During the six months ended 30 June 2024, the Group incurred AED 24.26 million of capital work in progress on Masdar Azerbajan 230 MW PV plant and AED 54.80 million of capital work in progress on Arlington Group Services battery energy storage facilities.
6 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
The Group's investments in associates and joint ventures as at 30 June 2024 are as follows:
(Unaudited) (Audited)
30 June 31 December
2024 2023
AED'000 AED'000
At 1 January 7,581,930 3,691,838
Investments during the period (i) 2,932,067 4,237,778
Share of results of equity accounted investees 59,131 (48,256)
Dividends received (ii) (108,867) (241,296)
Share of movement in hedge reserves (76,362) (20,835)
Share of movement in foreign exchange reserves (45,673) 88,990
Fair value and other reserve movement (38,592) 23,975
Impairment (iii) - (183,444)
Reclassification 7,365 33,180
At 30 June / 31 December 10,310,999 7,581,930
(i) During the period, the Group has made the following significant investments:
· Additional contribution in Baltic Eagle GMBH, a joint venture, for a consideration of EUR 100.3 million (AED 395.0 million equivalent) (31 December 2023: Acquisition of 49% ownership interest in Baltic Eagle GMBH for EUR 387.1 million (AED 1,499.3 million equivalent))
· Acquisition of 49% ownership interest in RWE Renewables UK Dogger Bank South (East) Limited, for a consideration of GBP 231.9 million (AED 1,073.8 million equivalent). In addition, the Group also recognised a deferred consideration of GBP 51 million (AED 243 million equivalent) with respect to the acquisition.
· Acquisition of 49% ownership interest in RWE Renewables UK Dogger Bank South (West) Limited, for a consideration of GBP 211.1 million (AED 977.6 million equivalent). In addition, the Group also recognised a deferred consideration of GBP 51 million (AED 243 million equivalent) with respect to the acquisition.
(ii) During the period, the Group received dividends from the following investments:
(Unaudited) (Audited)
30 June 31 December
2024 2023
AED'000 AED'000
PT Pertamina Geothermal Energy TBK 53,159 12,345
Shams Power Company PJSC 29,976 49,460
Big Beau Holdco LLC 13,496 19,529
Jordan Wind Power Company PJSC 7,347 20,471
Blue Palm Holdings 3,372 4,001
Sterling Wind Phase 1 Holdings LLC 1,517 4,738
Sharjah Waste to Energy Company LLC - 50,000
Tesla Wind Doo - 45,001
Hywind Scotland Limited - 22,268
Emirates Solar Power Company LLC - 11,190
MSTS Energize O&M - 2,293
108,867 241,296
(iii) No impairment losses were recognised during the period. During the year ended 31 December 2023, the Group recognised net impairment losses of AED 183.4 million with respect to following investments.
7 RELATED PARTY TRANSACTIONS AND BALANCES
Related parties represent the Government of Abu Dhabi and related departments and institutions, associated companies, joint ventures, shareholders, directors and key management personnel of the Group, management entities engaged by the Group, and entities controlled, jointly controlled, or significantly influenced by such parties. Pricing policies and terms of these transactions are approved by the Group's management and mutually agreed with the related parties.
7.1 Loans to related parties
Loans to related parties are classified as follows:
(Unaudited) (Audited)
30 June 31 December
2024 2023
AED '000 AED '000
Gross receivables 2,124,717 969,194
Less: provision for expected credit losses (69,109) (46,151)
2,055,608 923,043
Non-current 1,769,112 573,020
Current 286,496 350,023
2,055,608 923,043
During the period, the Group recognized expected credit loss provision of AED 23.29 million (June 2023: AED 48.03 million) with respect to related parties.
(Unaudited) (Audited)
30 June 31 December
2024 2023
AED '000 AED '000
At 1 January 969,194 603,718
Additions 1,257,505 364,431
Repayments (116,244) (39,335)
Interest 27,989 68,240
Reclassifications (9,277) (33,180)
Effect of movement in exchange rates (4,450) 5,320
At 30 June / 31 December 2,124,717 969,194
During the period, the Group has made the following significant disbursements of loans to related parties:
· AED 730 million of mid-term loan with maturity of 3-5 years (six months period ended 30 June 2023: Nil) to Shuaa Energy 4 Holding RSC limited in connection with the DEWA VI project.
· AED 165 million loan with a maturity of 5 years (six months period ended 30 June 2023: Nil) to Sana Taibah for Sustainable Energy Limited.
· AED 330 million loan with a maturity of 26 years (six months period ended 30 June 2023: Nil) to Amaala Sustainable Company for Energy LLC.
· AED 32.5 million short-term loans (six months period ended 30 June 2023: 9.94 million) to MW Energy Limited, Dumat Al Jundal Wind Energy Company LLC, Surazo Sp. z.o.o and Cibuk 2 Wind Energy d.o.o.
7 RELATED PARTY TRANSACTIONS AND BALANCES continued
7.2 Due from related parties
(Unaudited) (Audited)
30 June 31 December
2024 2023
AED '000 AED '000
Shareholder
Abu Dhabi National Oil Company ("ADNOC") - 6,431
Other related parties
Ministry of Foreign Affairs 22 22
Abu Dhabi Crown Prince Court 20,199 20,214
Department of Finance Government of Abu Dhabi 248 248
Abu Dhabi Ports Company 2,062 4,125
Abu Dhabi Fund for Development - 7,018
Sub-total 22,531 38,058
Equity-accounted investees
Masdar Green Hydrogen LLC 117,089 50,246
Dudgeon Offshore Wind UK Limited 32,512 32,730
Amaala Sustainable Company for Energy 16,883 -
Al Dhafra PV 2 10,043 -
Baynouna Holdings B.V. 6,339 2,304
East Rockingham RRF Co PTY Ltd 5,830 -
Dumat Wind Contracting Company LLC. 3,599 3,728
Hijaunesia Floating PV Indonesia 2,973 -
Emirates Solar Power Company LLC 2,476 1,987
Georgia 100MW Solar PV 2,303 -
Almenera Power S.L. 1,954 -
DEWA VI Solar PV 1800MW 1,923 -
Masdar City Service LLC 1,746 13,924
Shuaa Energy 2 PSC 1,682 1,032
Masdar Tribe Energy Western Australia Holding RSC Limited - 2,157
Others 1,835 5,825
Sub-total 209,187 113,933
Total 231,718 151,991
7 RELATED PARTY TRANSACTIONS AND BALANCES continued
7.3 Due to related parties
(Unaudited) (Audited)
30 June 31 December
2024 2023
AED '000 AED '000
Other related parties
Mubadala Development Company 352 882
Department of Finance of the
Government of Abu Dhabi (the "Government")* 20,305 55,446
MDC Business Management Services L.L.C. 3,265 2,161
MDC General Services Holding Company L.L.C. - 5,848
Emirates Telecommunications Corporation - Etisalat - 1,200
Abu Dhabi National Hotel Company - 275
23,922 65,812
7.4 Other related party balances
(Unaudited) (Audited)
30 June 31 December
2024 2023
AED '000 AED '000
Cash and bank balances 3,452,866 1,407,659
Deferred income 384 7,046
Project advances* 855,873 711,144
Cash and bank balances and restricted cash comprise call, current, and deposit accounts and term deposits with entity under common control.
* These represent funds received from entities under common control of the Government of Abu Dhabi for future energy services project developments, to be undertaken for the substantive benefit and title of these common control entities, in exchange for a fee.
7.5 Transactions with related parties
Significant transactions with related parties during the period were as follows:
(Unaudited) (Unaudited)
Six months Six months
period ended period ended
30 June 30 June
2024 2023
AED'000 AED'000
Funds received from Shareholders
Mamoura Diversified Global Holding PJSC (MDGH) (848,579) (527,331)
Abu Dhabi National Energy Company PJSC (TAQA) (1,105,724) (687,128)
Abu Dhabi National Oil Company PJSC (ADNOC) (617,148) (383,513)
7 RELATED PARTY TRANSACTIONS AND BALANCES continued
7.5 Transactions with related parties continued
(Unaudited) (Unaudited)
Six months Six months
period ended period ended
30 June 2024 30 June 2023
AED'000 AED'000
Equity-accounted investees
Interest charged to related parties 27,989 20,424
Entities under common control
Recharge of costs from MDC General Services Holding Company 5,969 1,572
Recharge of costs from MDC Business Management Services L.L.C. 2,659 3,789
Key management personnel compensation is as follows:
(Unaudited) (Unaudited)
Six months Six months
period ended period ended
30 June 2024 30 June 2023
AED'000 AED'000
Salaries 14,158 8,086
Other benefits - direct allowances 10,430 6,016
Other long-term benefits - pension 953 511
Post-employment end of service benefits 1,925 1,278
27,466 15,891
UAE is a market dominated by entities directly or indirectly controlled by the Government of Abu Dhabi through its government authorities, agencies, affiliations and other organizations, collectively referred to as government-related entities. The Group, in the ordinary course of its business, carries out transactions with several government-related entities.
Terms and condition of transactions with related parties
The Company has issued guarantees for and on behalf of its related parties. These guarantees are disclosed under commitments and contingencies in note 25.
During the six months period ended 30 June 2024, the Group has not recorded any impairment of amounts owed by related parties. This assessment is undertaken each financial period through examining the financial position of the related parties and the market which the related parties operate.
8 DERIVATIVE FINANCIAL INSTRUMENTS
In order to reduce the Group's exposure to interest rate fluctuations on variable interest-bearing borrowings, the Group has entered into interest rate swap arrangements with counter-party banks, generally for amounts matching to those particular borrowings.
Derivatives designated as hedging instruments:
Notional
amount Assets
AED'000 AED'000
30 June 2024 (unaudited)
- Interest rate swaps 3,580,694 283,184
31 December 2023 (audited)
- Interest rate swaps 3,661,256 181,980
Derivatives not designated as hedging instruments:
Notional
amount Assets
AED'000 AED'000
30 June 2024 (unaudited)
- Interest rate swaps - -
31 December 2023 (audited)
- Interest rate swaps 193,341 12,143
Derivatives Derivates not
designated as designated as
hedging hedging
instruments instruments Total
AED '000 AED '000 AED '000
At 1 January 2023 (audited) 252,868 150,344 403,212
Amount recognised in the statement of profit or loss 29,444 (24,367) 5,077
Amount recognised in other comprehensive income (112,871) - (112,871)
Cash settlements on derivatives - (113,834) (113,834)
Foreign currency translation 12,539 - 12,539
31 December 2023 (audited) 181,980 12,143 194,123
At 1 January 2024 181,980 12,143 194,123
Amount recognised in the statement of profit or loss - 28,652 28,652
Amount recognised in other comprehensive income (i) 102,162 - 102,162
Cash settlements on derivatives - (40,795) (40,795)
Foreign currency translation (958) - (958)
30 June 2024 (unaudited) 283,184 - 283,184
(i) Amount recognised in other comprehensive income of AED 98.7 million is net of deferred tax arising on the gain from effective hedges and the related foreign currency translation differences.
9 TRADE AND OTHER RECEIVABLES
(Unaudited) (Audited)
30 June 31 December
2024 2023
AED'000 AED'000
Trade receivables 441,731 182,648
Accrued income 135,461 163,242
Term deposits 429,834 210,486
Short term advances 281,595 567,888
Staff receivables 21,038 18,212
Tax receivables 89,150 99,327
Other receivables 212,243 103,219
Prepayments 68,738 21,885
1,679,790 1,366,907
10 CONTRACT ASSETS
Service concession receivable related with the Group's operations in Uzbekistan are as follows:
(Unaudited) (Audited)
30 June 31 December
2024 2023
AED'000 AED'000
Gross receivables 4,129,552 3,168,441
Provision for expected credit losses (41,129) (32,188)
4,088,423 3,136,253
Non-current 4,061,272 3,109,069
Current 27,151 27,184
4,088,423 3,136,253
Contract assets represent the financial assets arising from Group's service concession arrangements. The Group recognizes contract assets from its service concession arrangements on the basis that it has unconditional contractual right to receive cash from or at the direction of the grantor for the construction services provided, and the right to receive cash depends only on the passage of time. Contract assets are measured at fair value on initial recognition and subsequently, at amortised cost as at 30 June 2024.
During the period, the Group recognized expected credit loss provision of AED 8.89 million with respect to contract assets (Six months period ended 30 June 2023: AED 8.54 million).
11 CASH AND CASH EQUIVALENTS
(Unaudited) (Audited)
30 June 31 December
2024 2023
AED'000 AED'000
Bank balances 4,247,456 2,479,594
Deposits 186,735 -
Cash in hand 98 40
4,434,289 2,479,634
11 CASH AND CASH EQUIVALENTS continued
Deposit and call accounts are placed with commercial banks and are short-term in nature. Deposit and call accounts earn interest at prevailing market rates.
Geographical concentration of cash and term deposits is as follows:
(Unaudited) (Audited)
30 June 31 December
2024 2023
AED'000 AED'000
Within UAE 3,450,805 1,266,112
Outside UAE 983,484 1,213,522
4,434,289 2,479,634
12 SHARE CAPITAL
Share capital comprises 8,000,000,000 (2023: 8,000,000,000) authorised, issued and fully paid-up ordinary shares with a par value of AED 1 each.
13 ADDITIONAL CAPITAL CONTRIBUTION
Additional capital contribution
Additional capital contribution represents additional capital contributions received from the shareholders of the Group to fund the Group's acquisition transactions. This balance is interest free and there are no contractual obligations to settle the balance in the additional capital contribution. This balance is more akin to equity instruments rather than liabilities, and accordingly, has been presented within equity. During the period, the Company received AED 2,571.45 million (Six months ended 30 June 2023: AED 1,597.97 million) of additional capital contribution from Shareholders for financing of investments.
14 RESERVES
Investment reserve
Investment reserve reflects funds received by the Group from Mubadala, the initial Shareholder and disbursed to Masdar Clean Tech Fund for investment purposes. This reserve is in the nature of a non-distributable capital reserve which is funded by the Government of Abu Dhabi.
Statutory reserve
In accordance with UAE Federal Law No. (32) of 2021 and the Company's Articles of Association, the Company has established a statutory reserve by appropriation of 10% of profit for each year until the reserve equals 50% of the share capital. This reserve is not available for distribution except as stipulated by the law.
Other reserves
(Unaudited) (Audited)
30 June 31 December
2024 2023
AED'000 AED'000
Hedging reserve 400,338 507,571
Exchange rate fluctuation reserve (549,556) (513,359)
Fair value reserve 1,882 -
Other reserve 32,372 -
(114,964) (5,788)
15 LOANS AND BORROWINGS
(Unaudited) (Audited)
30 June 31 December
2024 2023
AED'000 AED'000
At amortised cost
Current 3,688,395 1,160,272
Non-current: 6,264,266 5,280,824
Less: deferred financing costs (52,781) (54,421)
6,211,485 5,226,403
9,899,880 6,386,675
Movement in loans and borrowings is as follows:
(Unaudited) (Audited)
30 June 31 December
2024 2023
AED'000 AED'000
As at 1 January 6,386,675 2,468,616
Repayments during the period/year (69,978) (2,055,607)
Drawdowns during the period/year 3,591,362 5,891,868
Amortisation of deferred financing costs 1,206 4,605
Foreign exchange fluctuations (9,385) 77,193
At 30 June / 31 December 9,899,880 6,386,675
(Unaudited) (Audited)
30 June 31 December
2024 2023
Currency Interest rate Security AED'000 AED'000
Loan 1 GBP SONIA + margin Secured 1,335,276 1,404,993
Loan 2 USD LIBOR + margin Unsecured 220,338 220,338
Loan 3 USD LIBOR + margin Senior Secured 170,208 173,710
Loan 4 USD SOFR + margin Senior Secured 752,405 611,206
Loan 5 USD SOFR + margin Senior Secured 331,396 226,655
Loan 6 USD SOFR + margin Senior Secured 278,195 281,292
Loan 7 USD SOFR + margin Senior Secured 269,551 272,618
Loan 8 USD LIBOR + margin Senior Secured 473,640 470,444
Loan 9 EUR EURIBOR + margin Secured 1,725,906 -
Loan 10 AED EIBOR + margin Unsecure 1,616,340 -
Green bonds USD Coupon rate Unsecured 2,726,625 2,725,419
9,899,880 6,386,675
During the period, and in 2023, there has been a technical breach related to loan covenants associated with non-recourse project finance loans secured from a consortium of lenders. The breach of covenants is associated with non-financial covenant requirements related to projects in Uzbekistan. Total loan balance associated with the respective projects were reclassified from non-current to current at 30 June 2024.
16 OTHER NON-CURRENT LIABILITIES
(Unaudited) (Audited)
30 June 31 December
2024 2023
AED'000 AED'000
Decommissioning liability (i) 68,477 68,939
Provision for employees' end of service benefits 43,009 44,080
Deferred consideration (ii) 586,208 94,932
697,694 207,951
(i) A provision has been recognised for the decommissioning costs related to the London Array project. The costs are expected to be incurred from 2037. However, there is a possibility that the decommissioning will not take place until after that date.
(ii) Deferred consideration includes consideration associated with acquisition of RWE Renewables UK Dogger Bank South (East) Limited, RWE Renewables UK Dogger Bank South (West) Limited and Masdar Arlington Energy Storage UK Holdco.
The Group recognized deferred consideration of GBP 51 million (AED 243 million equivalent) each during the period with respect to the acquisition of 49% ownership interest in RWE Renewables UK Dogger Bank South (East) Limited and RWE Renewables UK Dogger Bank South (West) Limited respectively (31 December 2023: Nil).
In addition, the Group also recognised deferred consideration relating to the acquisition of Masdar Arlington Energy Storage UK Holdco amounting to GBP 20.1 million (AED 99.78 million equivalent) at 30 June 2024 (31 December 2023: GBP 19.1 million (AED 94.93 million equivalent)).
17 TRADE AND OTHER PAYABLES
(Unaudited) (Audited)
30 June 31 December
2024 2023
AED'000 AED'000
Trade payables 71,419 54,722
Project advances 855,873 711,144
Deferred income 98,171 7,046
Accrued expenses 470,815 373,390
Other payables 491,775 119,304
1,988,053 1,265,606
18 REVENUES
(Unaudited) (Unaudited)
Six months Six months
period ended period ended
30 June 30 June
2024 2023
AED'000 AED'000
Revenue from contracts with customers 1,260,282 779,156
Finance lease and rental income 2,165 2,188
1,262,447 781,344
18 REVENUES continued
(Unaudited) (Unaudited)
Six months Six months
period ended period ended
30 June 30 June
2024 2023
AED'000 AED'000
Disaggregation of revenue from contracts with customers:
Renewable power generation 204,530 228,458
Concession revenue (i) 940,398 528,989
Special projects 36,940 16,001
Trading income 71,321 4,021
Development fee income 7,093 1,687
1,260,282 779,156
Geographical markets
United Kingdom 204,141 228,428
United Arab Emirates 88,736 18,992
Uzbekistan 941,314 530,415
Serbia (1,611) 1,321
Azerbaijan 27,702 -
1,260,282 779,156
Timing of revenue recognition:
Over time 937,891 521,948
At a point in time 322,391 257,208
1,260,282 779,156
(i) Concession revenue
Revenue from construction 937,891 521,948
Revenue from operation 2,507 7,041
940,398 528,989
(ii) Contract assets
(Unaudited) (Audited)
30 June 31 December
2024 2023
AED'000 AED'000
As at 1 January 3,136,253 324,272
Concession revenue 940,398 2,842,211
Interest income 96,619 51,015
Transfer to receivable (75,525) (26,949)
Provision for expected credit losses (8,886) (32,188)
Effect of movement in exchange rates (436) (22,108)
4,088,423 3,136,253
19 DIRECT COSTS
(Unaudited) (Unaudited)
Six months Six months
period ended period ended
30 June 30 June
2024 2023
AED'000 AED'000
Service concession cost of sale - construction 867,718 423,126
Service concession cost of sale - operation 2,469 3,329
Depreciation of property, plant and equipment 54,289 42,676
Operation and maintenance 40,029 38,002
Depreciation of right-of-use assets 11,276 6,699
Others 16 -
975,797 513,832
20 Other income
(Unaudited) (Unaudited)
Six months Six months
period ended period ended
30 June 30 June
2024 2023
AED'000 AED'000
Dividend income from a joint venture (i) 97,535 -
Others (ii) 169,399 23,291
266,934 23,291
(i) During the period, the Group recognized dividend income amounting to AED 97.53 million (2023: Nil) from a joint venture, Dudgeon Offshore Wind UK Limited. The amount of dividend, being in excess of the carrying amount of the investment in joint venture, has been recognised in the consolidated statement of comprehensive income.
(ii) Others include development fee income of AED 139 million from Dewa VI project, sale of Urban Emission Reduction (UER) credits of AED 7 million, sponsorship income of AED 5 million, Digital Technology and other miscellaneous income AED 18 million.
21 GENERAl and administrative expenses
(Unaudited) (Unaudited)
Six months Six months
period ended period ended
30 June 30 June
2024 2023
AED'000 AED'000
Staff cost 190,828 123,635
Advertising, publicity and events 53,585 80,641
Depreciation 8,674 8,614
Amortization of intangible assets 1,585 1,471
Others 37,933 46,884
292,605 261,245
22 Other operating expenses
(Unaudited) (Unaudited)
Six months Six months
period ended period ended
30 June 30 June
2024 2023
Note AED'000 AED'000
Research and development expenses (3,190) (1,616)
Changes in fair value of financial assets
carried at fair value through profit or loss (338) 1,544
Expected credit losses on loans to related parties, net (23,295) (39,489)
Provision for expected credit losses on contract assets 18 (8,886) (8,536)
(35,709) (48,097)
23 Finance income and expenses
23.1 Finance income
(Unaudited) (Unaudited)
Six months Six months
period ended period ended
30 June 30 June
2024 2023
AED'000 AED'000
Interest income from service concession arrangements 96,619 -
Interest income from fixed deposits 20,546 5,948
Interest income from related party loans 27,989 20,424
145,154 26,372
23.2 Finance expenses
(Unaudited) (Unaudited)
Six months Six months
period ended period ended
30 June 30 June
2024 2023
AED'000 AED'000
Interest expense on borrowings 225,645 65,581
Bank charges 18,171 4,204
Interest on lease liabilities 6,888 4,556
Interest expenses resulting from
unwinding of deferred consideration 15,433 -
Net foreign exchange loss (4,793) 4,099
261,344 78,440
24 TAXATION
UAE Corporate Income Tax Law
On 9 December 2022, the UAE Ministry of Finance released Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses (Corporate Tax Law or the Law) to enact a Federal corporate tax (CT) regime in the UAE. The CT regime is effective for accounting periods beginning on or after 1 June 2023. The Group is subject to the provisions of the UAE CT Law with effect from 1 January 2024, and current taxes are accounted for as appropriate in the consolidated financial statements.
The Group calculates the period income tax expense using the tax rate that would be applicable to the expected total annual earnings. The major components of income tax expense for the period are as follows:
24.1 Income taxes
(Unaudited) (Unaudited)
Six months Six months
period ended period ended
30 June 30 June
2024 2023
AED'000 AED'000
Current income tax expense (45,676) (18,545)
Deferred income tax expense relating to temporary differences (12,437) (935)
Income tax expense recognised in statement of profit or loss (58,113) (19,480)
Deferred income tax expense recognised in other comprehensive income (1,675) (26,697)
24.2 Deferred tax balances
The following is the analysis of deferred tax assets (liabilities) presented in the consolidated statement of financial position:
(Unaudited) (Audited)
30 June 31 December
2024 2023
AED'000 AED'000
Property, plant and equipment (291,803) (240,872)
Tax losses 170,990 136,360
Other liabilities (70,710) (72,899)
Deferred tax liabilities - net (191,523) (177,411)
25 COMMITMENTS AND CONTINGENCIES
Capital commitments
1 year
or less
AED '000
30 June 2024 (unaudited)
Capital commitments 2,261,599
Group's share in the commitments of its equity-accounted investees 84,835
Commitments towards financials investments 84,558
Group's share in the commitments of its joint operations 2,060
31 December 2023 (audited)
Capital commitments 1,709,931
Group's share in the commitments of its equity-accounted investees 78,996
Commitments towards Financials Investment FVTP&L 104,935
Group's share in the commitments of its joint operations 2,078
Operating commitments
As at 30 June 2024, the Group has operating lease commitments amounting to AED 8.1 million (31 December 2023: AED 9.36 million) repayable within one year from the end of the reporting period.
Guarantees
As at 30 June 2024, the Group had issued corporate guarantees which benefit lenders in respect of USD-denominated equity bridge loan facilities amounting to AED 531 million (31 December 2023: AED 531 million) for the purposes of funding its equity commitments on the Dumat Al Jandal Wind Energy Company LLC, Dhafra PV2 Energy Company LLC and Noor Jeddah Energy. In addition, the Company has issued a corporate guarantee for the benefit of lender in respect of an equity bridge loan in its subsidiary Nur Navoi Solar Holding RSC limited for the amount of AED 312 million (31 December 2023: AED 312 million).
The Group has issued performance guarantees amounting to AED 5,469 million against various projects as at 30 June 2024 (31 December 2023: AED 4,626 million).
As at 30 June 2024, the banks have issued guarantees and letters of credit for the Group under various uncommitted trade finance facilities with banks amounting to AED 3,651 million (31 December 2023: AED 2,317 million).
26 FAIR VALUE DISCLOSURES
Some of the Group's financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s) and inputs used).
Fair value as at
(unaudited) (audited)
30 June 31 December
2024 2023 Fair value
AED'000 AED'000 hierarchy Valuation technique(s) and key input(s)
Financial assets
Derivative financial assets 283,184 194,123 Level 2 Future cash flows are estimated based on
forward interest rates (from observable
yield curves at the end of reporting period)
Financial assets carried at fair value through profit or loss
Equity investment - Zouk 54,572 35,642 Level 3 Net asset value
27 Geographical information and segment reporting
Group is mainly in the business of renewable power generation across offshore and onshore project and different geographies and accordingly, the Chief Operating Decision Maker (CODM) reviews the results of operating activities of the Group as a single business segment.
The following tables present revenue and certain asset information relating to the Group based on geographical location as at and for the six months period ended 30 June 2024:
United United
Arab Central States of
Offshore Emirates Europe Asia Indonesia America Egypt Other Total
AED 000 AED 000 AED 000 AED 000 AED 000 AED 000 AED 000 AED 000 AED 000
30 June 2024
Revenues 204,141 90,901 - 969,017 - - - (1,612) 1,262,447
Non-current assets 1,419,398 1,514,824 5,494,865 4,838,650 1,491,035 2,155,577 1,237,598 666,596 18,818,543
Non-current liabilities 1,692,634 2,994,053 2,352,911 348,123 - - - 2,476 7,390,197
30 June 2023
Revenues 228,428 21,180 - 530,415 - - - 1,321 781,344
31 December 2023
Non-current assets 1,504,120 807,269 2,545,934 3,767,890 1,488,336 2,082,675 1,449,618 168,589 13,814,431
Non-current liabilities 1,787,560 3,008,112 94,885 1,003,764 - - - 49 5,894,370
28 Events after reporting date
In July 2024 the Company completed the issuance of its second Green bond, under its Green Finance Framework, raising USD 1 billion. The issuance comprises dual tranches of US$500 million each, with tenors of 5 and 10 years.
In July 2024 the Company signed an agreement to acquire a 49.99% interest in Endesa S.A. ("Endesa") for EUR 817 million, A Spanish listed entity that has approximately 2.5 GW of solar and battery energy storage systems hybridization capacity in Spain. The transaction is expected to complete later in the year subject to the fulfilment of certain conditions precedent.
In September 2024 the Company signed an agreement to acquire Saeta Yield ("Saeta") for USD 1.4 billion. A Spanish entity that has approximately 745 MW of predominately wind assets, and a 1.6GW pipeline in Spain and Portugal. The transaction is expected to complete later in the year subject to the fulfilment of certain conditions precedent.
28 Events after reporting date continued
In October 2024 the Company completed the purchase of a 50% interest in Terra-Gen, a US entity that has a gross operating portfolio of 3.8 GW of wind, solar and battery storage projects. The acquisition was funded by additional shareholder contributions.
In November 2024 the Company completed a 70% interest in Terna Energy. A Greek listed entity that has growth plans as it targets 6 GW of renewable energy operational capacity by 2029. The deal, agreed at a price of 20 euros per share, valued Terna Energy at an enterprise value of 3.2 billion Euros. Following the closing of the transaction, Masdar will seek regulatory approvals from the Hellenic Capital Markets Commission (HCNC), for the launch of an all-cash mandatory tender offer ("MTO") to acquire the outstanding shares of TERNA ENERGY. The acquisition was funded by additional shareholder contributions and EUR 600 million of bank borrowings.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
