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.