Management Reports • Sep 30, 2024
Management Reports
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Condensed Consolidated Financial Statements

| 1.1 Our Numbers | 5 | |
|---|---|---|
| 1.2 Highlights | 6 | |
| 1.3 Financial performance | 7 | |
| 1.4 Green DNA | 11 | |
| 1.5 Our People | 12 | |
| 1.6 Governance Structure | 14 | |
| 1.7 Shareholder Structure | 19 | |
| 1.8 Outlook | 19 | |
| 1.9 Appendices | 20 |


| 1H23 | ||||
|---|---|---|---|---|
| Thousand Euros 1) | 1H24 | (Restated) 2) | Δ % | Δ Abs. |
| Total operating income | 188,027 | 132,189 | 42% | 55,838 |
| Total operating costs | (158,102) | (103,071) | 53% | (55,031) |
| Results related to investments | (3,410) | 14,820 | n.a. | (18,230) |
| Adjusted EBITDA | 28,519 | 45,067 | (37)% | (16,548) |
| EBITDA | 26,515 | 43,938 | (40)% | (17,423) |
| EBIT | 1,957 | 14,871 | (87)% | (12,914) |
| Consolidated net profit for the period | (25,503) | (12,083) | 111% | (13,420) |
| Attributable to: | ||||
| Equity holders of the parent | (18,980) | (7,799) | 143% | (11,181) |
| Continued operations | (16,751) | (4,856) | 245% | (11,895) |
| Discontinued operations | (2,229) | (2,943) | (24)% | 714 |
| Non-controlling interests | (6,523) | (4,284) | 52% | (2,239) |
| Continued operations | (4,984) | (2,353) | 112% | (2,631) |
| Discontinued operations | (1,539) | (1,931) | (20)% | 392 |
1) There might be differences due to rounding.
2) Please refer to Notes 6 and 7 of the Condensed Consolidated Financial Statements for further details on the restatement made with reference to 30 June 2023.
In the first half of 2024, the total operating income reached 188.0 million Euros, representing a 42% increase when compared to the same period in 2023, driven by the growth in the Utility-Scale segment (as a result of the increase in parks in operation and, to a lesser extent, of the recognition of income from the sale of developed assets) and in the Distributed Generation segment (mainly as a result of the acquisition of Enerpower in Ireland, which only took place in the last quarter of 2023).
Total operating costs reached 158.1 million Euros, reflecting an increase of 55.0 million Euros, mainly explained by the rising prices of goods, raw materials and external services acquired by the Group, due to the growth in Greenvolt's operational activity and the expansion into new geographies, which also explains the increase in structure costs, in terms of payroll expenses, which grew 105% compared to the first half of 2023. Additionally, it should be noted the increase in the cost of sales in the Utility-Scale segment (+11.6 million Euros compared to the same period last year), as a result of the cost recognition associated with asset sales operations (which in the first half of 2023 were reflected in the '"Results related to investments" line).
The results related to investments include the results of joint ventures and associates, related to the application of the equity method, which were negative by 3.4 million Euros during the six-month period ended 30 June 2024. The decrease compared to the same period last year (totalling 14.8 million Euros) is essentially explained by the results of the joint ventures of the subsidiary Greenvolt Power Group (reflecting the recognition of the margin associated with assets' sales projects as well as the impact of the operating assets), of whom the Group acquired control at the end of June 2023. As at 30 June 2024, these entities are being fully consolidated by the Group.
EBITDA decreased by approximately 17.4 million Euros compared to the same period last year (-40%), totalling 26.5 million Euros, mainly reflecting the impact of the absence of new asset rotation operations in the first half of 2024.
On the other hand, EBIT decreased approximately 87% compared to the same period last year, as detailed above.
The Consolidated net profit attributable to Greenvolt, excluding the effect of discontinued operations, was negative by 16.8 million Euros, and the overall consolidated net profit attributable to Greenvolt was negative by 19.0 million Euros.
Greenvolt's net financial debt at the end of June 2024 totalled 1,025.5 million Euros, with cash and cash equivalents amounting to 326.6 million Euros.
The increase in Greenvolt's net financial debt is essentially due to investments in ongoing projects, namely in Poland, Greece and Hungary. These investment activities had an impact on the Group's cash flow of more than 400 million Euros.
In June 2024, Greenvolt's share capital was increased through the issuance of 24,065,362 new ordinary, book-entry, nominative shares with no nominal value, as a result of the conversion of all the convertible bonds issued on 8 February 2023, in the amount of 200.0 million Euros, fully subscribed by KKR. The conversion of the bonds resulted in a reduction in the Group's gross debt of around 163.3 million Euros.
As of 30 June 2024, the average cost of debt was 4.5%, 51% of the debt had a fixed rate, the liquidity (measured in cash and undrawn credit lines) totalled 377.7 million Euros and the structure of debt maturity and its breakdown by type was as follows:

Greenvolt's stock market price closed the first half of 2024 at 8.32 Euros per share, which compares with the stock market entry price of 4.25 Euros per share in July 2021, and implies a growth of 96%.
During the first half of 2024, Greenvolt shares were traded at a high of 8.35 Euros per share and a low of 8.03 Euros per share. In total, 60,695,123 shares were traded during the year.
It should also be noted that, during the month of September 2024, the reference price of the Takeover Bid, which is currently underway, was set at 8.3107 Euros per share (corresponding to the conversion ratio applied to the 200,000,000 euros convertible bonds).
Greenvolt focuses on electricity production exclusively through residual biomass and currently operates in two countries: Portugal and the United Kingdom. In Portugal, the company owns five biomass power plants that use residual forestry materials, with a total installed capacity of approximately 100 MW. In the UK, Greenvolt holds a 51% majority share in the Tilbury plant, which has around 42 MW of capacity and runs solely on urban waste wood. This segment also encompasses the costs associated with Greenvolt's holding structure. At the end of June, Greenvolt agreed on the acquisition of a 100% stake in Kent Renewable Energy, a biomass power plant located in Kent, a southeastern county in the UK, consolidating its position as a reference market player in sustainable biomass in the United Kingdom.
During the first half of 2024, the Biomass and Structure segment generated revenues of 83.4 million Euros, marking a 5% increase compared to the same period the previous year. EBITDA amounted to 20.7 million Euros, representing a 15% drop from the same timeframe in the prior year.
The segment's performance was influenced by the decline in electricity prices in the UK, with prices dropping year-on-year, combined with a decrease in the net calorific value of the biomass used in Portuguese power stations.
The TGP power plant reached a 92.5% availability and 89.1% load factor in the first half, representing a 20 percentage points increase in both metrics, since the same period last year.
In Portugal and compared to 1H23, the load factor and availability of the power plants remained roughly unchanged at 82.6% and 95.4% respectively, even though and as previously mentioned, in 1Q24 the Mortágua power plant faced an outage and the Ródão power plant had an 11-day planned stoppage.
In this segment, Greenvolt is active specifically in solar photovoltaic, wind power and energy storage solutions, through its subsidiaries Greenvolt International Power, Greenvolt Power Group, Sustainable Energy One (SEO), and its joint ventures, such as MaxSolar (in which it holds a 45% stake).
Greenvolt's strategic focus is primarily on the early stages of the value chain, particularly the development and promotion of projects until they are ready to begin construction (RtB), where it holds a significant competitive edge. Nevertheless, the company may extend its involvement in projects until they reach commissioning (COD) and enter into operation, allowing it to maximize the value created during the development phase.
From the current development pipeline, the majority of the projects are expected to be sold, while Greenvolt aims to retain 20% to 30% of the total assets on its balance sheet. Therefore, in addition to development-related activities, the large-scale electricity generation from solar and wind power that is retained on the balance sheet is also consolidated within this segment.
In 1H24, the total operating income of this segment amounted to 60.5 million Euros, of which (i) 26 million Euros from operating assets, (ii) 10 million Euros resulting from the revenue from the asset rotation operations in Poland, and (iii) 10 million Euros related to the positive evolution of the vPPAs. The EBITDA totaled 10.6 million Euros, a decrease of 49% compared to 1H23 - the impact from the margin of the asset rotations decreased around 10 million Euros versus the same period of last year, considering that there were no new operations signed during 1H24.
On the positive side, EBITDA was mainly driven by the performance of assets in operation (+5.9 million Euros compared with 1H23), namely, the generation of electricity in Hungary, Poland, Portugal and Romania, as well as the sale of green certificates and revenue from asset management contracts.
As of June 2024, Greenvolt had 27 solar and wind parks in operation in Poland, Romania, Portugal and Hungary with a total capacity of 305 MW, which altogether injected an aggregated total of 153 GWh of electricity into the grid during the period (compared with 70.9 GWh in 1H23). This increase was driven by the impact of Kira plant in Hungary, which began injecting electricity in the second quarter of 2024, generating an EBITDA of more than 2 million Euros, along with other wind and PV projects in Poland, which became operational in late 2023 and collectively contributed to EBITDA with 1.4 million Euros.
The total pipeline probability-weighted capacity has been expanded by 904 MW since the end of 2023, for a total of 9.3 GW compared to 1Q24, of which 2.1 GW are RtB, 782 MW are under construction and 305 MW are in operation.
Greenvolt currently has five additional portfolios in sales processes in Europe, three of which should be completed this year, which hints at the robustness of the Group's pipeline. Greenvolt is confident that at least 500 MWp will be sold by the end of 2024, which compares with slightly more than 200 MWp in 2023.
During this period, the Group has also positioned itself as a key player in the energy storage market, with preliminary works on the first battery energy storage projects (BESS) in the Group's portfolio in Poland, Hungary and the UK, which are expected to start construction this year.
MaxSolar had a negative impact on Greenvolt's EBITDA for the first half of 2024 of 3.4 million Euros, with 2Q24 already showing an improvement compared to 1Q24, and operationally, the company continues to be on track. The delays experienced in 1Q24, primarily due to unfavorable weather conditions, have diminished as the year progressed. The company anticipates that this improving trend will continue, with EBITDA expected to fully recover by the end of the year.
Looking ahead, MaxSolar targets the development, installation, and commissioning of over 200 MWp of new projects by 2025, while also delivering more than 700 MWp in EPC projects for third-party clients. This strategy will reinforce its position as a key player in Germany's renewable energy market.
In the Distributed Generation segment, Greenvolt operates across 11 European countries and 1 in Asia (Indonesia), distinguishing itself by a unique strategy within the renewable energy landscape. This strategy focuses on cooperation between different companies and broad geographical coverage. In this segment, Greenvolt follows three distinct business models, managed through its subsidiaries Greenvolt Next, Greenvolt Comunidades (only in Portugal), Enerpower (in Ireland and in the UK), and Solarelit (Italy). These models include individual self-consumption, achieved either through (1) the implementation of turnkey projects or (2) long-term energy contracts (PPA), where Greenvolt finances the investment, and (3) collective self-consumption.
In the first half of 2024, self-consumption installations totalled 42.5 MWp in Portugal, Spain, Poland, Greece, Italy, and Ireland, which corresponds to a growth of 52% compared to 1H23, with installations through PPAs accounting for 26% of the total. At the end of the first half of 2024, Greenvolt had a total backlog of 311.4 MWp to install, which represents a growth of 88% compared to 1H23, from which 79.5 MWp will be through PPAs.
In turn, total operating income for this segment reached 46.5 million Euros, an increase of c. 40% compared to 1H23. EBITDA totalled -5.7 million Euros, a decrease of 4.7 million Euros compared to 1H23. The negative EBITDA of the segment reflects the delays in the execution of EPC projects due to operational constraints, namely related to the start of construction linked to permitting lags on the customer side (larger installations), but also the fact that several geographies are still in the ramp-up phase, namely Poland, Greece, Romania, Bulgaria, France and Indonesia.
With a robust backlog of 311.4 MWp and more than 400 projects already under construction, the Group is confident that the segment will be EBITDA positive in 2024.
Sustainability is at the heart of everything we do. With this in mind, and in order to promote a fairer and more democratic energy transition, based on solutions that reduce the effect of rising energy costs and boost renewable energies in favour of energy independence, we assume sustainability one of the main pillars of the Greenvolt Group's strategy.
The commitment to sustainable development is based on four main areas of action:
In the first half of 2024, we continued to develop a set of key initiatives for the execution of the commitments and targets assumed in the 2022-2025 Sustainability Strategy. At the strategic level, the update of the Sustainability Policy stands out, with reinforcement of topics such as the management of waste, effluents and water resources in the environmental dimension, topics of promotion of well-being, fair remuneration and involvement with the community in the social dimension, and topics related to the value chain in the governance dimension. In addition, the mechanisms for monitoring, accountability and followup of the principles listed in the Policy were also formalized.
In terms of sustainability reporting, the development of the double materiality exercise, in line with the Corporate Sustainability Reporting Directive (CSRD), as well as the preparation of the annual report in line with the Sustainability Reporting Standards (ESRS), are worthwhile mentioning.
With regard to environmental performance, Greenvolt continued to see the reduction in the carbon intensity of its own operations, which brings us closer to the strategic goal of reducing the carbon intensity of our own operations (vs. 2021) of 45% by 2026. This reduction is boosted by investment in growing renewable energy production. In the first half of 2024, Greenvolt added 90 MW of assets in operation or COD (Commercial Operation Date), contributing to the objective of consolidating by 2026 the operational capacity in the portfolio of around 2 GW (vs. 143 MW in 2021). Greenvolt remains aligned with the goal of developing its 9.3 GW pipeline. Currently, we have more than 2.3 GW of projects in RtB (Ready to Build) or COD status.
In the biomass segment, we rolled out the process of implementation and certification according to the standards of the SBP - Sustainable Biomass Program, which ensures that the raw material used is responsibly sourced and effectively traced throughout the supply chain. We aim to obtain the certification by the end of this year, to ensure that the renewable electricity produced by Greenvolt from biomass is certified in accordance with the applicable requirements of the EU Directive 2018/2001 (REDII).
Biodiversity, which is one of Greenvolt's priorities in the area of the planet, continued to be consolidated in the Group's strategy, with the definition and publication of the Biodiversity Policy, which reinforces the Group's commitments in this area by defining the fundamental principles to be applied to all its activities and businesses. In this context, we also promoted a set of awareness-raising initiatives with our employees, namely the celebration of the International Day of Biodiversity, global information sessions (Meet & Learn) and volunteering on the subject.
Throughout the first half of the year, we continued to prioritize a positive employee experience and listening to their concerns. It was in this context that we launched the second organizational climate study. The climate study once again focused on topics such as Compensation, Benefits, Conciliation, Collaboration, Workspaces, among others.
In the field of diversity and inclusion, we started the Diversity and Inclusion Program (IDEA – Inclusion, Diversity, Equity and Accessibility), with the objective to raise awareness among employees about these topics, giving visibility to critical matters in the construction of an inclusive environment through moments of sharing – IDEA Talks; and also equip the employees with tools to a positive and empathic integration of all – IDEA Trainings. It is a multi-level approach that involves the active engagement of employees and top management.
With regard to promoting the well-being of our employees, at the beginning of the year we launched the "Green Friday" benefit, a benefit that allows each employee to enjoy one free Friday afternoon per month. We also extended the hybrid work model to new geographies, establishing the remote work period at 80 working days per year (vs. 75 days).
Safety and health also deserved particular attention in the first half of 2024, with the continuation of the certification of Greenvolt Group companies in accordance with ISO 45001 (along with certifications 9001 and 14001). Given the importance of raising awareness on this subject, we celebrated Health and Safety Day in the several geographies where we are present, by strengthening our employees' knowledge on this theme (namely on the main safety protocols implemented) in an initiative entitled H&S Charades, which had 5 winners from different geographies and areas of work.
Our commitment to the community continued to be accelerated through the S.T.O.P. (Share, Talk, Offer, Protect) Program. During the first half of 2024, we awarded 12 school merit scholarships to high school students and a total of 38 since we launched the initiative. In addition, we continued to promote volunteering initiatives in the various geographies where we are present, both with awareness-raising actions for young people and with actions in favour of the environment.
In the field of governance and given the increasingly constant exposure of companies to technology, Greenvolt launched an internal cybersecurity program aimed at protecting its devices and services against malicious attacks. The program, which has seven pillars (Policy Updates and Compliance; Threat Alerts and Warnings; Security Surveys and Feedback; Security Updates and Patch Management; Security Incidents; Best Practices and Tips; Cybersecurity Awareness Training), has as its main objective to raise awareness among all employees to the importance of preventively identifying possible digital threats and knowing how to act in their resolution, in a commitment that the protection of information is a joint mission.
With regard to participation in sectoral associations, Greenvolt's participation in the Solar Stewardship Initiative stands out. This initiative aims to monitor the social impact, namely in terms of Human Rights, and environmental impact along the solar supply chain.
Finally, the first half of 2024 was marked by two important recognitions. In terms of sustainability, Ecovadis, a globally recognized platform specialized in the evaluation of sustainability practices and corporate responsibility, awarded Greenvolt with a gold medal. Greenvolt's score of 76 out of 100 also ensured that the Group was highlighted among the top 5% of companies evaluated by Ecovadis in the last year. In terms of investor relations, Ana Fernandes, Director of Investor Relations at Greenvolt, was distinguished for her good performance in investor relations and the capital market, in the 36th edition of Deloitte's Investor Relations & Governance Awards (IRGAwards).
At the end of the first half of 2024, the Greenvolt Group had a total of 860 people, a growth of 54% compared to the same period in 2023, in 19 countries (Portugal, Spain, France, Poland, Germany, Hungary, Bulgaria, United Kingdom, Ireland, Italy, Greece, Romania, Croatia, Serbia, Denmark, Iceland, United States of America, Japan and Indonesia). Our presence in several countries results in the employment of employees of numerous nationalities. We believe in the importance of implementing policies and practices that guarantee the same opportunities to people of different genders, races, colours, sexual orientation, religion, and policies. Also, in the first half of the year we had employees of 43 nationalities.
12 1. MANAGEMENT REPORT
Most of our employees (375) are in the Distributed Generation segment, followed by the Utility-Scale segment (324) and, finally, Biomass and Structure (161).

Regarding the distribution of employees by gender, the majority of employees are male, which reflects the trend in the sector. Greenvolt is committed to reaching 40% of women in the Group by 2025, and currently has 35%.

In terms of age group, most of our employees are under 40 years old (62%).


Regarding the level of education, 74% of our employees have at least a university degree.
Greenvolt - Energias Renováveis, S.A. (hereinafter referred to as "Greenvolt" or the "Company") adopts a single-tier governance model, with the management structure being attributed to the Board of Directors and the supervisory structure, with a reinforced nature, composed by the Statutory Audit Board, as provided for in Article 278(1)(a) of the Portuguese Companies Code (PCC) and by a Statutory External Auditor, in compliance with the provisions of Article 413(2)(a) of the PCC, by reference to Article 278(3) of the PCC.
The adopted model of governance is suitable for the performance of the responsibilities of each of the company's management bodies, ensuring a governance balance between the supervision functions and the management functions, through the composition of the Board of Directors with independent members who also form part of specialized committees that support its decision-making process, and the existence of procedures for dialectical action between the Board of Directors, the CEO, the Statutory Audit Board and the Statutory External Auditor.
On May 6, 2024, the Shareholders' General Meeting of Greenvolt – Energias Renováveis, S.A. convened, both in person and via telematic means. The Shareholders' General Meeting was chaired, regarding Item 1 of the Agenda, by the Chairman of the Statutory Audit Board, Mr. Pedro João Reis de Matos Silva, due to the resignations submitted on March 14, 2024, by the Chairman and the Secretary of the General Meeting in accordance with Article 374, number 3 of the Commercial Companies Code. Following the approval of Item 1 of the Agenda, the remaining items were chaired by Mr. Pedro Canastra de Azevedo Maia and secretarial duties were performed by Mrs. Catarina Luísa Gomes Santos and Calha Sequeira. Shareholders holding 113,526,342 shares, corresponding to 81.574% of the voting rights, were present or represented.
On June 12, 2024, the Shareholders' General Meeting of Greenvolt – Energias Renováveis, S.A. convened, both in person and via telematic means, with the Chairman of the Shareholders' General Meeting being Mr. Pedro Canastra de Azevedo Maia, and the Secretary being Mrs. Catarina Luísa Gomes Santos and Calha Sequeira. Shareholders holding 122,933,064 shares, corresponding to 75.31% of the voting rights, were present or represented.
Following changes to the shareholder structure of Greenvolt, a Shareholders' General Meeting was held on June 12, 2024, during which, among other matters, amendments to the company's Articles of Association were approved (including the number of members of the Board of Directors and the Remuneration Committee), and the appointment of new Board members for the 2024 term: Mr. Vincent Olivier Policard,

Mr. Bernardo Maria de Sousa e Holstein Salgado Nogueira, Mr. João Manuel Manso Neto, Mrs. Cristina González Rodríguez, Mr. Sérgio Paulo Lopes da Silva Monteiro, and Mrs. Joana Dantas Vaz Pais.
By resolution of the Board of Directors on June 14, 2024, Mr. João Manso Neto was appointed Chief Executive Officer (CEO) for the 2024 term. In the same meeting, the Board of Directors also resolved to create two specialized committees: the ESG Committee and the Audit, Risk, and Related Parties Committee.
Up to the date of this report, Greenvolt's Governing Bodies are composed as follows:

In June 2024, Greenvolt's share capital increased, involving the issuance of 24,065,362 new ordinary shares with no nominal value, as a result of the conversion of all the convertible bonds issued by Greenvolt on February 8, 2023, amounting to €200,000,000 and subscribed by GV Investor Bidco S.à.r.l. (GV Investor).
The new shares are fungible with the existing shares and, from the date of issuance, granted GV Investor the same rights as those held by the pre-existing shares. As a result, Greenvolt's share capital increased from €367,094,274.92 to €567,094,274.62, now represented by 163,234,408 ordinary, book-entry, and registered shares with no nominal value.
On June 30, 20241 , according to information received from the Company, the entities and/or individuals to whom a qualified holding was attributable, pursuant to the provisions of Articles 16 and 20 of the Securities Code, are those resulting from the following announcements:
A. Qualified holding announcement from GV Investor disclosed on June 6, 20242
As per announcement released in the context of the Company's share capital increase resulting from the conversion of Convertible Bonds subscribed by GV Investor, referring to the attribution of a total of 14.74% of Greenvolt's voting rights to GV Investor, which includes the following information regarding the control chain and attribution:
| Name | No. of shares |
||
|---|---|---|---|
| KKR & Co. Inc. | 66.63% | 16.99% | 83.62 % |
| Kohlberg Kravis Roberts & Co. L.P. | 66.63% | 16.99% | 83.62 % |
| KKR Global Infrastructure Investors IV (USD) SCSp |
66.63% | 16.99% | 83.62 % |
| K-INFRA Gamma Aggregator GP Limited | 66.63% | 16.99% | 83.62 % |
| KKR GV Investor Aggregator GP LLC | 66.63% | 16.99% | 83.62 % |
| KKR GV Investor Aggregator L.P. | 66.63% | 16.99% | 83.62 % |
| Gamma Lux Aggregator S.à r.l. | 66.63% | 16.99% | 83.62 % |
| GV Investor Holdco S.à r.l. | 14.74% | - | 14.74 % |
| GV Investor | 14.74% | - | 14.74 % |
| KKR &Co. Inc. | 66.63% | 16.99% | 83.62 % |
| Kohlberg Kravis Roberts & Co. L.P. | 66.63% | 16.99% | 83.62 % |
| KKR Global Infrastructure Investors IV (USD) SCSp |
66.63% | 16.99% | 83.62 % |
| K-INFRA Gamma Aggregator GP Limited | 66.63% | 16.99% | 83.62 % |
| KKR GV Investor Aggregator GP LLC | 66.63% | 16.99% | 83.62 % |
| KKR GV Investor Aggregator L.P. | 66.63% | 16.99% | 83.62 % |
| Gamma Lux Aggregator S.à r.l. | 66.63% | 16.99% | 83.62 % |
| Gamma Lux TopCo S.à. r.l. | 51.89% | 16.99% | 68.88 % |
| Gamma Lux Holdco S.à. r.l | 51.89% | 16.99% | 68.88 % |
| GVK Omega, S.G.P.S., Unipessoal, Lda. ("GVK") |
51.89% | - | 51.89 % |
| MedioBanca -Banca di Credito Finanziario S.p.A. |
- | - | 18.04 %3 |
1 This information has since been amended (see the new version of the Preliminary Announcement of the Tender Offer published on September 16, 2024, available for consultation at Greenvolt's Announcement)
2 Available for reference at: Greenvolt's Announcement.
3 Available for reference at: Greenvolt's Announcement.
According to the above, as of June 30, 2024, the shares corresponding to 83.62% of the shares of Greenvolt Energias Renováveis, S.A. were deemed attributable to KKR & Co. Inc.
Announcement regarding the change in the holding attributable to MedioBanca to a total of 15.55% of voting rights in Greenvolt. As provided therein, the acquisition of shares and the issuance of the announcement were carried out in the context of the total return equity swap (the "Swap") entered into with Gamma Lux Holdco S.à.r.l. and disclosed to the market on April 5, 20244 , with the voting rights inherent to the shares acquired by MedioBanca attributable to Gamma Lux Holdco S.à.r.l.
According to the information presented in the preliminary announcement of the takeover bid disclosed on May 31, 2024, as of that date, 18.04% of the voting rights in Greenvolt were attributable to MedioBanca.
It is additionally noted that, as implicitly stated in the qualified holding announcement from GV Investor on June 6, 2024, the aforementioned qualified holding of MedioBanca - Banca di Credito Finanziario S.p.A. would have undergone changes by June 30, particularly due to the capital increase resulting from the conversion of the Convertible Bonds.
The information disclosed regarding the qualified holdings is available for consultation on the Company's website and on the CMVM website.
Disclosure of the number of shares and other securities issued by the Company held by members of the management and supervisory bodies, as well as all acquisitions, encumbrances, or cessations of ownership made during the first half of 2024.
| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 31/dez/2023 | - | - | - | - | 15,311,847 |
| 31/mai/2024 | transfer | (15 311 847) | 8.300000 | over-the-counter | - |
| 30/jun/2024 | - | - | - | - | - |
Paulo Jorge dos Santos Fernandes (attributable through ACTIUM CAPITAL, S.A.)5
João Manuel Matos Borges de Oliveira (attributable through CADERNO AZUL, S.A.)6
| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 31/dez/2023 | - | - | - | - | 15,600,610 |
| 31/mai/2024 | transfer | (15 600 610) | 8.300000 | over-the-counter | - |
| 30/jun/2024 | - | - | - | - | - |
4 Available for reference at Greenvolt's Announcement.
5 Company of which he is both a director and majority shareholder.
6 Company of which he is both a director and majority shareholder.
Domingos José Vieira de Matos (attributable through LIVREFLUXO, S.A.)7
| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 31/dez/2023 | - | - | - | - | 14,675,541 |
| 31/mai/2024 | transfer | (14 675 541) | 8.300000 | over-the-counter | - |
| 30/jun/2024 | - | - | - | - | - |
Ana Rebelo Menéres de Mendonça (attributable through PROMENDO INVESTIMENTOS, S.A.)8
| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 31/dez/2023 | - | - | - | - | 17,515,056 |
| 31/mai/2024 | transfer | (17 515 056) | 8.300000 | over-the-counter | - |
| 30/jun/2024 | - | - | - | - | - |
Pedro Miguel Matos Borges de Oliveira (attributable through 1 THING, INVESTMENTS, S.A.)9
| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 31/dez/2023 | - | - | - | - | 9,848,239 |
| 12/jan/2024 | purchase | 4 175 650 | 8.300000 | Euronext Lisbon | 14,023,239 |
| 31/mai/2024 | transfer | (14 023 239) | 8.300000 | over-the-counter | - |
| 30/jun/2024 | - | - | - | - | - |
Vincent Olivier Policard (attributable through GVK)10
| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 31/mai/2024 | purchase | 84 699 101 | 8,300000 | over-the-counter | 84,699,101 |
Bernardo Maria de Sousa e Holstein Salgado Nogueira (attributable through GVK)11
| Date | Type | Volume | Price (€) | Place | No. of shares |
|---|---|---|---|---|---|
| 31/mai/2024 | purchase | 84 699 101 | 8,300000 | over-the-counter | 84,699,101 |
7 Company of which he is both a director and majority shareholder. 8
Company of which she is both a director and majority shareholder. 9
Company of which he is both a director and majority shareholder. 10 Company in which he holds management functions..
11 Company in which he holds management functions.
1.7. SHAREHOLDER STRUCTURE
The shareholder structure of Greenvolt is split between qualified investors (with a holding of more than 5%), institutional investors and small investors (retail).

As of June, KKR & Co. Inc. concluded the share purchase agreements from Greenvolt's majority shareholders, converted its Greenvolt Convertible Bonds 2030 into equity, and acquired shares in the market, becoming Greenvolt's largest shareholder with 83.62%12 of share capital. This change in the capital structure has strengthened the Company's financial position and will further enhance its strategic capabilities, providing vigorous support and investment opportunities.
In June, KKR became Greenvolt's largest shareholder, a development that is already influencing the Company's strategic direction by strengthening both its growth potential and the resilience of its balance sheet. KKR's involvement provides strong support and opens new investment opportunities.
Greenvolt remains confident in its strategic vision and expects an improvement in its 2024 results compared to 2023. The Company continues to prioritize the expansion of its renewable energy portfolio, the enhancement of its market position, and the delivery of long-term value to its stakeholders.
12 Participation attributable under article 20 of the Portuguese Securities Code.
For the purpose of the provisions of Article 29-J(1)(c) of the Securities Code, the members of the Board of Directors of Greenvolt – Energias Renováveis, S.A., hereby declare that, to the best of their knowledge, the management report and the condensed consolidated financial statements (i) were prepared in accordance with the applicable accounting standards for interim reporting purposes, giving a true and fair view of the assets and liabilities, the financial position and the results of Greenvolt – Energias Renováveis, S.A. and the companies included in its consolidation perimeter, and (ii) present fairly, in all material aspects, the evolution of the business, the performance and the position of Greenvolt – Energias Renováveis, S.A. and the companies included in its consolidation perimeter, and (iii) contain a description of the main risks that Greenvolt – Energias Renováveis, S.A. faces in the following six months.

| Condensed Consolidated Statements of Financial Position as at 30 June 2024 and 31 December 2023 |
24 | |
|---|---|---|
| Condensed Consolidated Income Statements for the six-month periods ended 30 June 2024 and 2023 |
||
| Condensed Consolidated Statements of Comprehensive Income for the six month periods ended 30 June 2024 and 2023 |
26 | |
| Condensed Consolidated Statements of Changes in Equity for the six-month periods ended 30 June 2024 and 2023 |
27 | |
| Condensed Consolidated Statements of Cash Flows for the six-month periods ended 30 June 2024 and 2023 |
28 | |
| Notes to the Condensed Consolidated Financial Statements | 29 | |
| 1) General Information | 29 | |
| 2) Regulatory Environment | 29 | |
| 3) Main Accounting Policies and Basis of Presentation | 39 | |
| 4) Consolidation Perimeter | 41 | |
| 5) Changes in the Consolidation Perimeter | 42 | |
| 6) Restatement of the Consolidated Financial Statements | 46 | |
| 7) Discontinued Operations | 50 | |
| 8) Investments in Joint Ventures and Associates | 53 | |
| 9) Goodwill | 56 | |
| 10) Property, Plant and Equipment | 57 | |
| 11) Intangible Assets | 59 | |
| 12) Current and Deferred Taxes | 60 | |
| 13) Trade receivables and Assets associated with contracts with customers | 60 | |
| 14) Other receivables | 61 | |
| 15) Cash and Cash Equivalents | 61 | |
| 16) Share Capital and Reserves | 62 | |
| 17) Loans | 64 | |
| 18) Derivative Financial Instruments | 66 | |
| 19) Financial Instruments Measured at Fair Value | 69 | |
| 20) Other Payables | 70 | |
| 21) Guarantees | 70 | |
|---|---|---|
| 22) Contingent Liabilities | 71 | |
| 23) Related Parties | 72 | |
| 24) Earnings per Share | 74 | |
| 25) Information by Segments | 74 | |
| 26) Financial Results | 77 | |
| 27) Tender Offer | 77 | |
| 28) Subsequent Events | 78 | |
| 29) Translation Note | 78 | |
| 30) Approval of Condensed Consolidated Financial Statements | 79 | |
| Appendix I. List of Subsidiaries Included In The Consolidation Perimeter | 80 |
(Translation of financial statements originally issued in Portuguese - Note 29) (amounts expressed in Euros)
| Notes | 30.06.2024 | 31.12.2023 Restated (Note 6) |
|
|---|---|---|---|
| ASSETS | |||
| NON-CURRENT ASSETS: | |||
| Property, plant and equipment | 10 | 918,946,045 | 719,098,735 |
| Right-of-use assets | 94,025,208 | 86,429,661 | |
| Goodwill | 9 | 190,751,078 | 178,492,866 |
| Intangible assets | 11 | 428,587,315 | 330,608,977 |
| Investments in joint ventures and associates Other investments |
8 | 45,547,409 352,226 |
38,831,368 91,024 |
| Other non-current assets | 132,831 | 81,318 | |
| Other debts from third parties | 79,577,549 | 79,286,491 | |
| Derivative financial instruments | 18 | 43,980,621 | 32,613,931 |
| Deferred tax assets | 12 | 27,803,109 | 30,861,938 |
| Total non-current assets | 1,829,703,391 | 1,496,396,309 | |
| CURRENT ASSETS: | |||
| Inventories | 32,356,599 | 35,810,067 | |
| Trade receivables | 13 | 44,885,496 | 30,900,529 |
| Assets associated with contracts with customers | 13 | 114,009,539 | 109,178,689 |
| Other receivables Income tax receivable |
14 12 |
84,385,574 9,519,609 |
57,410,277 9,182,538 |
| State and other public entities | 58,174,394 | 42,622,777 | |
| Other current assets | 18,362,104 | 10,296,714 | |
| Derivative financial instruments | 18 | 5,791,671 | 5,274,975 |
| Cash and cash equivalents | 15 | 326,509,675 | 463,516,634 |
| Total current assets | 693,994,661 | 764,193,200 | |
| Group of assets classified as held for sale | 7 | 30,389,706 | 26,268,945 |
| Total assets | 2,554,087,758 | 2,286,858,454 | |
| EQUITY AND LIABILITIES | |||
| EQUITY: | |||
| Share capital | 16 | 567,094,275 | 367,094,275 |
| Issuance premiums deducted from costs with the issue of shares | 16 | (1,514,705) | (3,490,429) |
| Other equity instruments | 16 | — | 35,966,542 |
| Legal reserve | 16 | 308,228 | 308,228 |
| Other reserves and retained earnings | 16 | (18,064,489) | 60,379,892 |
| Amounts recognized in other comprehensive income and accumulated in equity related to group of assets classified as held for sale |
7 | (14,701) | 136,521 |
| Consolidated net profit for the year attributable to Equity holders of the parent | 16 | (18,979,426) | 1,032,691 |
| Total equity attributable to Equity holders of the parent | 528,829,182 | 461,427,720 | |
| Non-controlling interests | 16 | 103,280,975 | 111,434,065 |
| Total equity | 632,110,157 | 572,861,785 | |
| LIABILITIES: | |||
| NON-CURRENT LIABILITIES: Bank loans |
17 | 308,779,140 | 223,239,498 |
| Bond loans | 17 | 529,864,628 | 570,894,788 |
| Other loans | 17 | 114,771,337 | 84,721,771 |
| Shareholder loans | 23 | 40,525,532 | 39,468,384 |
| Lease liabilities | 96,089,074 | 87,960,033 | |
| Other payables | 20 | 73,713,114 | 32,639,163 |
| Other non-current liabilities | 5,557,759 | 5,207,894 | |
| Deferred tax liabilities | 12 | 49,304,141 | 50,639,108 |
| Provisions Derivative financial instruments |
18 | 18,344,045 58,405,723 |
17,911,576 57,590,514 |
| Total non-current liabilities | 1,295,354,493 | 1,170,272,729 | |
| CURRENT LIABILITIES: Bank loans |
17 | 52,736,378 | 44,324,269 |
| Bond loans | 17 | 50,267,051 | 66,007,372 |
| Other loans | 17 | 282,376,205 | 203,046,807 |
| Shareholders loans | 23 | 27,835,017 | 27,126,884 |
| Lease liabilities | 3,674,025 | 2,685,363 | |
| Trade payables | 37,849,784 | 34,978,580 | |
| Liabilities associated with contracts with customers | 14,912,489 | 10,125,982 | |
| Other payables | 20 | 114,383,096 | 114,161,111 |
| Income tax payable | 12 | 2,866,399 | 3,340,840 |
| State and other public entities | 8,172,974 | 5,726,971 | |
| Other current liabilities Derivative financial instruments |
18 | 17,645,517 4,705,923 |
18,961,767 4,995,076 |
| Total current liabilities | 617,424,858 | 535,481,022 | |
| Liabilities directly associated with the group of assets classified as held for sale | 7 | 9,198,250 | 8,242,918 |
| Total liabilities | 1,921,977,601 | 1,713,996,669 | |
| Total equity and liabilities | 2,554,087,758 | 2,286,858,454 |
(Translation of financial statements originally issued in Portuguese - Note 29) (amounts expressed in Euros)
| Notes | 30.06.2024 | 30.06.2023 Restated (Notes 6 and 7) |
|
|---|---|---|---|
| Sales | 25 | 101,353,761 | 86,910,989 |
| Services rendered | 25 | 58,344,087 | 32,240,330 |
| Other income | 25 | 28,329,185 | 13,038,103 |
| Costs of sales | (61,711,285) | (48,934,588) | |
| External supplies and services | (61,435,351) | (37,683,236) | |
| Payroll expenses | (31,053,573) | (15,148,501) | |
| Provisions and impairment reversals /(losses) in current assets | (176,816) | 44,750 | |
| Results related to investments in joint ventures and associates | 8 | (3,409,880) | 14,819,689 |
| Other expenses | (3,725,104) | (1,349,291) | |
| Earnings before interest, taxes, depreciation, amortisation and Impairment reversals / (losses) in non current assets |
26,515,024 | 43,938,245 | |
| Amortisation and depreciation | 10; 11 | (26,166,124) | (24,259,443) |
| Impairment reversals / (losses) in non-current assets | (4,140,669) | — | |
| Other results related to investments | 5,749,151 | (4,807,434) | |
| Earnings before interest and taxes | 1,957,382 | 14,871,368 | |
| Financial expenses | 26 | (84,917,722) | (44,531,883) |
| Financial income | 26 | 63,810,412 | 16,589,390 |
| Profit before income tax and other contributions on the energy sector |
(19,149,928) | (13,071,125) | |
| Income tax | (1,708,141) | 7,317,409 | |
| Other contributions on the energy sector | (877,293) | (1,455,692) | |
| Consolidated net profit from continuing operations | (21,735,362) | (7,209,408) | |
| Profit/(Loss) after tax from discontinued operations | 7 | (3,767,606) | (4,873,703) |
| Consolidated net profit for the period | (25,502,968) | (12,083,111) | |
| Attributable to: | |||
| Equity holders of the parent | 24 | (18,979,426) | (7,798,801) |
| Continued operations | (16,750,881) | (4,856,189) | |
| Discontinued operations | (2,228,545) | (2,942,612) | |
| Non-controlling interests | 16 | (6,523,542) | (4,284,310) |
| Continued operations | (4,984,481) | (2,353,219) | |
| Discontinued operations | (1,539,061) | (1,931,091) | |
| Earnings per share | |||
| From continuing operations | |||
| Basic | 24 | (0.12) | (0.03) |
| Diluted | 24 | (0.12) | (0.03) |
| From discontinued operations | |||
| Basic | 24 | (0.02) | (0.02) |
| Diluted | 24 | (0.02) | (0.02) |
(Translation of financial statements originally issued in Portuguese - Note 29) (amounts expressed in Euros)
| Notes | 30.06.2024 | 30.06.2023 Restated (Notes 6 and 7) |
|
|---|---|---|---|
| Consolidated net profit for the period | (25,502,968) | (12,083,111) | |
| Other comprehensive income from continuing operations: | |||
| Items that will not be reclassified to profit or loss | — | — | |
| Items that may be reclassified to profit or loss in the future | — | — | |
| Changes in fair value of cash flow hedging derivatives | 18 | 2,156,923 | 7,162,781 |
| Changes in fair value of cash flow hedging derivatives - deferred tax | (420,126) | (1,358,776) | |
| Change in exchange rate reserve | (9,133,247) | 19,901,643 | |
| Change in comprehensive income from joint ventures and associates, net of deferred taxes |
8 | — | (361,564) |
| (7,396,450) | 25,344,084 | ||
| Other comprehensive income from discontinued operations: | |||
| Items that will not be reclassified to profit or loss | — | — | |
| — | — | ||
| Items that may be reclassified to profit or loss in the future | |||
| Changes in fair value of cash flow hedging derivatives | — | — | |
| Changes in fair value of cash flow hedging derivatives - deferred tax | — | — | |
| Change in exchange rate reserve | (151,222) | 747,438 | |
| Change in comprehensive income from joint ventures and associates, net of deferred taxes |
— | — | |
| (151,222) | 747,438 | ||
| Other comprehensive income for the period | (7,547,672) | 26,091,522 | |
| Total consolidated comprehensive income for the period | (33,050,640) | 14,008,411 | |
| Attributable to: | |||
| Equity holders of the parent | (28,481,195) | 18,664,410 | |
| Continued operations | (28,329,973) | 17,916,972 | |
| Discontinued operations | (151,222) | 747,438 | |
| Non-controlling interests | (4,569,445) | (4,655,999) | |
| Continued operations | (4,569,445) | (4,655,999) | |
| Discontinued operations | — | — |
(Translation of financial statements originally issued in Portuguese - Note 29) (amounts expressed in Euros)
| Attributable to Equity holders of the parent | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Share capital |
Issuance premiums deducted from costs with the issue of shares |
Other equity instruments |
Legal reserve |
Other reserves and retained earnings |
Amounts recognized in other comprehensive income and accumulated in equity related to group of assets classified as held for sale |
Net profit / (loss) |
Total equity attributable to Equity holders of the parent |
Non controlling interests |
Total equity | |
| Balance as at 1 January 2023 | 16 | 367,094,275 | (3,490,429) | — | 131,963 38,095,316 | — | 16,609,421 | 418,440,546 | 47,335,144 | 465,775,690 | |
| Appropriation of the consolidated net profit from 2022 |
— | — | — | 176,265 | 16,433,156 | — (16,609,421) | — | — | — | ||
| Acquisition of subsidiaries | — | — | — | — | — | — | — | — | 23,125,790 | 23,125,790 | |
| Capital contributions by non controlling interests |
— | — | — | — | — | — | — | — | 1,826,297 | 1,826,297 | |
| Convertible bond loan | 17 | — | — | — | — | 35,966,542 | — | — | 35,966,542 | — | 35,966,542 |
| Dividends distributed | — | — | — | — | — | — | — | — | (2,835,648) | (2,835,648) | |
| Acquisition of control achieved in stages - Restated |
— | — | — | — | — | — | — | — | 32,941,587 | 32,941,587 | |
| Acquisition of non-controlling interests by the Group |
— | — | — | — | (3,885,433) | — | — | (3,885,433) | (344,190) | (4,229,623) | |
| Others | — | — | — | — | (254,757) | — | — | (254,757) | 11,886 | (242,871) | |
| Total consolidated comprehensive income for the period - Restated |
— | — | — | — | 26,463,211 | — | (7,798,801) | 18,664,410 | (4,655,999) | 14,008,411 | |
| Balance as at 30 June 2023 - Restated |
16 | 367,094,275 (3,490,429) | — | 308,228 112,818,035 | — | (7,798,801) 468,931,308 | 97,404,867 | 566,336,175 | |||
| Balance as at 1 January 2024 - Published |
16 | 367,094,275 | (3,490,429) | 35,966,542 | 308,228 60,386,955 | 136,521 | 1,182,433 | 461,584,525 | 110,761,212 | 572,345,737 | |
| Restatement IFRS 3 | 6 | — | — | — | — | (7,063) | — | (149,742) | (156,805) | 672,853 | 516,048 |
| Balance as at 1 January 2024 - Restated |
16 | 367,094,275 | (3,490,429) | 35,966,542 | 308,228 60,379,892 | 136,521 | 1,032,691 | 461,427,720 | 111,434,065 | 572,861,785 | |
| Appropriation of the consolidated net profit from 2023 |
— | — | — | — | 1,032,691 | — | (1,032,691) | — | — | — | |
| Acquisition of subsidiaries | — | — | — | — | — | — | — | — | 522,702 | 522,702 | |
| Capital contributions by non controlling interests |
— | — | — | — | — | — | — | — | 16,078 | 16,078 | |
| Conversion of convertible bond loan into share capital |
200,000,000 | 5,219,325 | (36,669,454) | — | — | — | — | 168,549,871 | 168,549,871 | ||
| Charges with issuance of new shares |
— | (3,243,601) | 702,912 | — | — | — | — | (2,540,689) | (2,540,689) | ||
| Dividends distributed | — | — | — | — | — | — | — | — | (4,342,021) | (4,342,021) | |
| Acquisition of non-controlling interests by the Group |
— | — | — | — (70,489,960) | — | — | (70,489,960) | (108,504) | (70,598,464) | ||
| Others | — | — | — | — | 363,435 | — | — | 363,435 | 328,100 | 691,535 | |
| Total consolidated comprehensive income for the period |
— | — | — | — | (9,350,547) | (151,222) (18,979,426) | (28,481,195) | (4,569,445) | (33,050,640) | ||
| Balance as at 30 June 2024 | 16 | 567,094,275 (1,514,705) | — | 308,228 (18,064,489) | (14,701) (18,979,426) | 528,829,182 | 103,280,975 | 632,110,157 |
(Translation of financial statements originally issued in Portuguese - Note 29) (amounts expressed in Euros)
| Notes 30.06.2024 |
30.06.2023 | ||||
|---|---|---|---|---|---|
| Operating activities: | |||||
| Receipts from customers | 172,720,875 | 134,244,994 | |||
| Payments to suppliers | (159,343,062) | (130,240,999) | |||
| Payments to personnel | (25,928,448) | (13,953,083) | |||
| Other receipts/(payments) relating to operating activities | (3,544,768) | 1,364,640 | |||
| Income tax (paid)/received | (682,764) | (16,778,167) | (1,646,016) | (10,230,464) | |
| Cash flows generated by operating activities (1) | (16,778,167) | (10,230,464) | |||
| Investing activities: | |||||
| Receipts arising from: | |||||
| Investments in subsidiaries | 20,000 | — | |||
| Investments in joint ventures and associates | 32,663,148 | — | |||
| Property, plant and equipment | 4,404,533 | 2,783,320 | |||
| Other financial assets | 26,080 | 37,113,761 | — | 2,783,320 | |
| Payments relating to: | |||||
| Investments in subsidiaries net of acquired cash and equivalents | 5;15 | (15,158,939) | (12,125,918) | ||
| Investments in joint ventures and associates | 8 | (86,118,646) | (50,836,235) | ||
| Loans granted | — | (21,467,293) | |||
| Property, plant and equipment | (183,090,109) | (77,774,202) | |||
| Intangible assets | (51,774,743) | (52,870,726) | |||
| Other financial assets | (5,021,241) | (236,322) | |||
| Other payments related to the investment activities | (14,333,413) | (355,497,091) | — | (215,310,696) | |
| Cash flows generated by investing activities (2) | (318,383,330) | (212,527,376) | |||
| Financing activities: | |||||
| Receipts arising from: | |||||
| Interest and similar income | 5,845,110 | 4,754,567 | |||
| Loans obtained | 1,236,236,085 | 755,690,282 | |||
| Capital contributions by non-controlling interests | 16,078 | 1,091,297 | |||
| Other financing transactions | 100,000 | 1,242,197,273 | — | 761,536,146 | |
| Payments relating to: | |||||
| Interest and similar expenses | (40,704,063) | (16,323,787) | |||
| Charges with issuance of new shares | (7,223,700) | ||||
| Loans obtained | (915,327,004) | (478,506,899) | |||
| Shareholders loans | (1,400,240) | (1,358,258) | |||
| Lease liabilities | (3,425,564) | (2,898,183) | |||
| Dividends distributed | (4,298,224) | (2,794,928) | |||
| Acquisition of non-controlling interests by the Group | (70,952,713) | (3,089,875) | |||
| Other financing transactions | (1,747,897) | (1,045,079,405) | (6,357,351) | (511,329,281) | |
| Cash flows generated by financing activities (3) | 197,117,868 | 250,206,865 | |||
| Cash and cash equivalents at the beginning of the period | 15 | 463,314,392 | 380,992,703 | ||
| Changes in the consolidation perimeter | — | 7,207,538 | |||
| Effect of the reclassification to group of assets classified as held for sale |
7 | (655,745) | — | ||
| Effect of exchange rate differences | 1,894,657 | 6,369,865 | |||
| Net increase/(decrease) in cash and cash equivalents: (1)+(2)+(3) | (138,043,629) | 27,449,025 | |||
| Cash and cash equivalents at the end of the period | 15 | 326,509,675 | 422,019,131 |
Greenvolt – Energias Renováveis, S.A. (hereinafter referred to as "Greenvolt" or "the Company", and, together with its subsidiaries, referred to as "Group" or "Greenvolt Group") is a private limited company incorporated in 2002, under the laws of Portugal, having its registered office in Rua Manuel Pinto de Azevedo, Porto, and registered with the Portuguese trade register under number 506 042 715.
All the shares representing Greenvolt's share capital were admitted to trading on Euronext Lisbon on 15 July 2021. Until this moment, the Company's activities were focused on the management of power plants and other facilities for the production and sale of energy, through sources of waste and biomass in Portugal.
The following years were extremely important for Greenvolt Group, in which the Group began a strategy of mostly inorganic growth, based not only on biomass, acquiring a biomass plant in the United Kingdom, but also dedicated to the development of wind and photovoltaic energy projects ("Utility-Scale") and distributed energy generation.
In the Utility-Scale segment, the Group is present, mainly through the subsidiaries Greenvolt Power Group and Greenvolt International Power, in Spain, Poland, France, United States of America, Denmark, United Kingdom, Iceland, Serbia, Romania, Croatia, Italy, Greece, Bulgaria, Hungary, Germany, Ireland and Japan.
With regard to Distributed Generation, the Group is already present in 12 markets - Portugal, Spain, Poland, Greece, Italy, Romania, Germany, France, Ireland, Indonesia, United Kingdom and Bulgaria, with the operational activity, in the latter geography, being initiated during the third quarter of 2024.
On 21 December 2023, Gamma Holdco S.à r.l. ("Gamma Lux"), managed by Kohlberg Kravis Roberts & Co. L.P, announced a general and public tender offer for 100% of Greenvolt's shares, which was subsequently taken over by the company GVK Omega, SGPS, Unipessoal, Lda ("GVK Omega"). On 31 May 2024, GVK Omega, an affiliate company of KKR, concluded the Share Purchase Agreements with shareholders representing 60.86% of Greenvolt's share capital, thus holding the majority of the share capital and voting rights, and launching a general and mandatory tender offer for all of Greenvolt's shares (Note 27).
Greenvolt is also dedicated to managing shareholdings primarily in the energy sector, as the parent company of the group of companies shown in the Appendix I.
Greenvolt Group's condensed consolidated financial statements have been prepared in Euros, in amounts rounded off to the nearest Euro. This is the currency used by the Group in its transactions and, as such, is deemed to be the functional currency.
During the first semester of 2024, we highlight the following regulatory changes:
29 2. CONSOLIDATED F. S. AND NOTES
Assessment and urban planning procedures (whenever it is a question of carrying out an urban planning operation subject to an environmental impact assessment ("EIA") procedure, the submission of a prior communication may now be made prior to the EIA application); 5) Elimination of the building and use permit. As far as the construction phase of production plants is concerned, it should be highlighted the new procedural deadlines for deliberation by the competent bodies and the possibility of extending the construction deadlines. Lastly, the procedure for authorizing use is eliminated, which is no longer subject to authorization when there has been an urban planning operation subject to prior control, and this authorization is replaced by the submission of documents, with no possibility of rejection.
• ERSE launched a Public Consultation, on 23 January 2024, with the aim of gathering comments from the various players in the electricity sector, companies and consumers on a proposal for distributing the financing of Social Tariff costs in 2024.
The new model, under Decree-Law 104/2023 of November 17, expands the scope and number of entities that will participate in the social electricity tariff, covering Producers, Electricity suppliers and other market actors in the consumption function.
Two Directives have been published as a result:
The application of the clawback mechanism was suspended by order of the Portuguese government, in line with the suspension in Spain of tax measures with an impact on the formation of electricity prices. At the end of 2023, the Portuguese government decided to end the suspension of this tax regime and set the following payment on account amounts to be applied in 2024, which follow the phased evolution defined in Spain:
The Decree-Law no. 22/2024, of March 19, establishes the extension of Exceptional Measures to Simplify Procedures for Producing Energy from Renewable Sources. This diploma extends the
In March 2024, through Council of Ministers Resolution 50/2024, the Portuguese Government created the Mission Structure for the Licensing of Renewable Energy Projects 2030 (EMER 2030) with the mission of ensuring compliance with the objectives of the National Energy and Climate Plan 2030 (PNEC 2030) and speeding up the realization of renewable energy projects. Within this framework, on 14 June 2024, the Government opened a public consultation promoted by EMER 2030, aimed at identifying constraints in renewable energy licensing procedures and collecting contributions to solve them, while ensuring transparency, independence, and respect for natural resources. The consultation ended on 13 July 2024.
It should be recalled that the Court has been taking a stance on the (in)constitutionality of the CESE's legal regime, and has already issued numerous rulings in this regard, including Decision no. 7/2019 - in which it concluded that the CESE is an exceptional financial contribution -, Decision no. 436/2021, in which it reiterated this orientation, and Decision no. 101/2023, in which it ruled unconstitutional, for violation of the principle of equality, the rules of the CESE's legal regime for 2018 which determined that the tax would be levied on concessionaires of natural gas transmission, distribution or underground storage activities.
• Law of Amendment and Supplement of the Energy Act - Pursuant to the amendment at stake, a new provision was included in the Agricultural Land Protection Act in accordance with which, in case of need of construction of sites for production of energy from renewable sources to achieve the national target, the agricultural lands shall be considered with a changed designation after the entry into force of a detailed development plan, providing for the construction of a site for the production of energy from renewable sources and issuance of a certificate. Said amendment implies that there is now a necessity to acquire a positive statement by the Minister of Energy or his/her authorised officials that there is a need for such change and for the specific investment plan to be implemented for Bulgaria to achieve the green national objectives.
• Opening of the energy storage system (BESS) tender for grants under the "National infrastructure for storage of electricity from renewable sources" (RESTORE). The Procedure aims to provide funding for the construction and implementation of at least 3,000 MWh stand-alone battery storage facility. The total amount of the grant that can be provided under the entire procedure is 590 million Euros (approximately 1.154 billion BGN). Each undertaking can bid for up to 76 million Euros (148.6 million BGN) in grant support. The maximum grant intensity obtainable by each bidder is 50% of allowed costs (i.e. capital expenditures) but not more than 190,000 Euros (371,000 BGN) per 1 MWh of capacity.
32 2. CONSOLIDATED F. S. AND NOTES
by the expansion of ground-mounted solar installations also strengthening the compatibility with agricultural and nature conservation interests. The package also aims for the stronger expansion of solar installations on buildings (subsidies for larger installations on roofs of commercial buildings will be increased). Colocation of BESS with the RES under subsidy scheme (EEG) is no longer prohibited.
• The act of the federal government of 14 May 2024 published in the Bundesegesetzblatt on 16 May 2024 (BGBl. 2024 I Nr. 161) established that the obligation for distribution grid operators to submit a grid expansion plan for their respective electricity distribution grids has been postponed by 1.5 years. This is relevant for plant operators and future energy projects, as these plans are supposed to accelerate the expansion of the grid. This capacity is required so that the grid will be able to take up the electricity that is to be generated by the future renewable energy generation capacities. These are to be extended in the next years due to the expansion plan prescribed by the Renewable Energies Act (Erneuerbare Energien Gesetz, EEG - "Ausbauhorizont, § 4 EEG").
In addition, Government Decree no. 650/2023 (XII. 28.) amended the Implementation Decree to include the criteria for the designation of the so-called 'facilitated areas' defined in Electricity Act and further stipulates that the administrative deadline for the procedure for obtaining an environmental and building permit for weather-dependent renewable power plants in the facilitated area shall not exceed 50 days.
• Decree-Law No. 181, of 9 December 2023 (DL 181/2023), converted with amendments, into Law No. 11 of 2 February 2024 (the Law No. 11/2024, together with DL 181/2023, the 'Energy Decree') establishes novelties in the renewable energy regulatory framework. The Energy Decree was published in the Official Gazette No. 31 of 7 February 2024 and entered into force on the day following its publication. The main goal of the Energy Decree is to reduce Italy energy dependence, by accelerating the decarbonisation process through the implementation of structural and simplification measures in the energy field. The most important new provisions are: (i) the rise of Screening, Environmental Impact Assessment (EIA) and Simplified Approval Procedures (PAS) thresholds; (ii) the extension of start and end of works deadlines relating to renewable energy sources (RES) building and environmental permits; and (iii) abrogation of the National Single Price (PUN) from 1 January 2025 onwards.
• Draft Order approving the Methodology for the allocation of electricity network capacity for the connection of electricity generation sites, as well as amending and supplementing some orders of the President of the National Energy Regulatory Authority (ANRE) in the field of connection of users to the public electricity network. The access to the power grid in Romania might change to an auction-based mechanism, following a new order put into public consultation in February by the ANRE. The draft order aims to replace the current concept of obligation for connection applicants to participate in the work of general reinforcement in electricity networks upstream of the connection point with a mechanism for allocating electricity grid capacity based on auction. Through the proposed auction-based capacity allocation mechanism, the amounts collected for additional electricity grid reinforcement works necessary for cover applicants' requests for capacity allocation, shall be used by the grid operators for the development of electricity networks. According to the draft order, the auctions will be held annually for tendering a 10 year period. If approved, the new
36 2. CONSOLIDATED F. S. AND NOTES
financed storage installation absorbs annually at least 75% of its energy from the renewable energy installation to which it is directly connected.
• Royal Decree-Law 8/2023, of December 27, adopted measures to address the economic and social consequences of the conflicts in Ukraine and the Middle East, as well as to mitigate the effects of the drought. It includes a wide-ranging set of regulatory measures, including (i) the extension of the deadline for compliance with the administrative milestones consisting of obtaining certain administrative authorizations for electricity generation facilities; (ii) measures regarding selfconsumption; (iii) energy and electricity taxation measures; (iv) measures on the energy use of water; and (v) measures regarding access and connection to the electricity grid with special focus on the access conditions of demand facilities.
the permitted development regime of solar within Scottish conservation areas. Further, up to 12 square meters of free-standing solar panels is permitted within the grounds of non-domestic buildings without the need for planning consent.
• In June, the Electricity System Operator has confirmed its intention to enhance the Demand Flexibility Service (DFS) so it can be used across the year as a normal commercial service, instead of as a winter contingency service only. The DFS was developed to balance electricity supply and demand to stabilize the grid. Currently at the initial design stage, the revised DFS is subject to an industry consultation before being submitted to Ofgem for approval ahead of a planned winter golive.
Several adjustments were also made to "the Green Pool Scheme". These include raising the rates for the amount that installers of renewable energy plants must pay into the Green Pool. Another adjustment is that, under certain circumstances, installers will be allowed to pay into the Green Pool in annual instalments for up to 7 years.
• Act of 23 May 2024 on the energy voucher and on the amendment of certain acts to reduce the price of electricity, natural gas and system heat. The aim of the act is 1) to create a new cash benefit
38 2. CONSOLIDATED F. S. AND NOTES
in the form of an energy voucher, available to households on a one-off basis based on certain income criteria, 2) introduction of a maximum price for electricity in the period from July to the end of December 2024 at the level of PLN 500/MWh for households and at the level of PLN 693/MWh for local government units and public utilities, as well as for small and medium-sized enterprises, for which energy companies will receive compensation, and 3) also makes regulatory changes in connection with the entry into force of the Central Energy Market Information System.
The condensed consolidated financial statements for the six-month period ended 30 June 2024, have been prepared in accordance with IAS 34 – Interim Financial Reporting, and include the condensed consolidated statement of financial position, condensed consolidated income statement, condensed consolidated statement of comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows, as well as the selected explanatory notes. These condensed consolidated financial statements do not include all the information required to be published on the annual financial statements. Therefore, these condensed consolidated financial statements should be read together with the Group's consolidated financial statements for the last published financial year, ended 31 December 2023.
The accounting policies adopted in the preparation of the accompanying condensed consolidated financial statements are consistent, in all material aspects, when comparing to the accounting policies used in the preparation of the financial statements presented for the comparative periods.
The preparation of the condensed consolidated financial statements requires the use of estimates, assumptions, and critical judgements in the process of determining accounting policies to be adopted by the Group, with significant impact on the book value of assets and liabilities, as well as on income and expenses for the period. Although these estimates are based on the best experience of the Board of Directors and on its best expectations regarding current and future events and actions, current and future results may differ from these estimates. Areas involving a higher degree of judgement or complexity, or areas with significant assumptions and estimates are disclosed in Note 4 of the notes to the financial statements for the financial year ended 31 December 2023.
During the period, there were no voluntary changes in the accounting policies and no errors were recognised related to prior years.
Up to the date of approval of these financial statements, the European Union endorsed the following accounting standards, interpretations, amendments, and revisions, mandatorily applied to the financial year beginning on 1 January 2024:
| Standard / Interpretation | Applicable in the European Union for financial years beginning on or after |
|
|---|---|---|
| Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements |
1-Jan-24 | This amendment published by the IASB adds disclosure requirements that ask entities to provide qualitative and quantitative information about supplier finance arrangements. |
| Amendments to IAS 1 Presentation of Financial Statements - Classification of liabilities as current or non-current and disclosure of non-current liabilities subject to covenants |
1-Jan-24 | This amendment published by IASB clarifies the classification of liabilities as current and non-current, as well as the disclosure criteria for non-current liabilities subject to covenants, analysing the contractual conditions existing at the reporting date. |
| Amendments to IFRS 16 Leases – Lease Liability in a sale and leaseback |
1-Jan-24 | This amendment published by the IASB adds requirements that clarify how sale and leaseback transactions should be accounted for under this standard. |
The adoption of these standards and interpretations had no relevant impact on the Group's condensed consolidated financial statements.
As at the date of approval of these condensed consolidated financial statements, no new accounting standards and interpretations with mandatory application in future years have been endorsed by the European Union.
The following standards, interpretations, amendments and revisions have not yet been endorsed by the European Union at the date of the approval of these condensed consolidated financial statements:
| Standard / Interpretation | Applicable in the European Union for financial years beginning on or after |
|
|---|---|---|
| Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability. |
1-Jan-25 | This amendment published by the IASB will require companies to apply a consistent approach to assess whether a currency is exchangeable into another currency and, when it is not, to determine the exchange rate to use and the disclosures to be provided. |
| Standard / Interpretation | Applicable in the European Union for financial years beginning on or after |
|
|---|---|---|
| Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) |
1-Jan-26 | This amendment published by the IASB will: (a) clarify the date of recognition and derecognition of some financial assets and liabilities; (b) clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion; (c) add new disclosures for certain financial instruments with contractual terms that can change cash flows; and (d) update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI). |
| IFRS 18 Presentation and Disclosure in Financial Statements |
1-Jan-27 | This new standard aims to improve information on companies' financial performance, encouraging the disclosure of more transparent and comparable information to investors. |
| IFRS 19 Subsidiaries without Public Accountability: Disclosures |
1-Jan-27 | This new standard was developed to allow subsidiaries whose parent company applies IFRS in its consolidated financial statements to apply IFRS accounting standards with reduced disclosure requirements. |
These standards have not yet been endorsed by the European Union and, as such, the Group did not proceed with the early adoption of any of these standards in the condensed consolidated financial statements for the six-month period ended 30 June 2024, as their application is not mandatory, and is in the process of examining the expected effects of these standards.
During the six-month period ended 30 June 2024, the following acquisitions, considering the substance of the transactions and the type of assets acquired, were carried out:
| Company | Location | Company | Location |
|---|---|---|---|
| Astley Gorse Solar Limited | Cheshire | ARNG Solar VIII S.r.l. | Pescara |
| Høegholm Energipark ApS | Risskov | Greenvolt Power BESS Puglia 5 S.R.L. | Rome |
| Agro-Sunce d. o.o. | Zagreb | Greenvolt Venus EOOD ¹) | Stara Zagora |
| Tandarei Solar s.r.l | Bucharest | Casimir Solar Farm, LLC | Florida |
| Glensol Capital Investors Ike | Attica | Energía Eólica Barranco Del Agua, S.L. | Granada |
| Global Trade Wind, S.L. | Granada |
1) Formerly known as AES Solar Galabovo EOOD.
Additionally, during the six-month period ended 30 June 2024, the following companies were incorporated:
| Company | Location | Company | Location |
|---|---|---|---|
| Greenvolt Next Greece Invest, S.A. | Attica | Greenvolt Wind 3 Sp. z o.o. | Warsaw |
| Bioenergy Power Systems (UK) Limited | London | Greenvolt Wind 4 Sp. z o.o. | Warsaw |
| Sustainable Power Purchase Solutions (UK) Limited |
London | Greenvolt Wind 5 Sp. z o.o. | Warsaw |
| Hamlet Bidco Limited | Norwich | Greenvolt Wind 6 Sp. z o.o. | Warsaw |
| Hamlet Topco Limited | Norwich | Greenvolt Next Polska Invest Sp. z o.o. | Warsaw |
| Greenvolt Invest España, S.L. | Madrid | Greenvolt Next France Invest, S.A. | Lyon |
| GVSJ01 LLC | Tokyo | GVSJ06 LLC | Tokyo |
| GVSJ02 LLC | Tokyo | GVSJ07 LLC | Tokyo |
| GVSJ03 LLC | Tokyo | GVSJ08 LLC | Tokyo |
| GVSJ04 LLC | Tokyo | GVSJ09 LLC | Tokyo |
| GVSJ05 LLC | Tokyo | GVSJ10 LLC | Tokyo |
| GV Windpark 1 Verwaltungs GmbH | Munich | Greenvolt Libra, Sociedade Unipessoal, Lda. | Lisbon |
| Company | Location | Company | Location |
|---|---|---|---|
| Greenvolt Power Bess Toscana 2 S.R.L. | Rome | Greenvolt Power Bess Sicilia 10 S.R.L. | Rome |
| Emerald EP LLC | Delaware | Greenvolt Power Korea, Sociedade Unipessoal, Lda. |
Lisbon |
These subsidiaries were included in Greenvolt Group's condensed consolidated financial statements using the full consolidation method.
During the first quarter of 2024, Greenvolt acquired the remaining 49% of the share capital of Krajowy System Magazynów Energii sp. z o.o. (KSME), becoming the holder of the entire share capital of this subsidiary. The acquisition price amounted to circa 69 million Euros, with no contingent amounts to be added to the acquisition price, which was paid in full in January 2024. This transaction had an impact on the Group's equity of 70.568.548 Euros.
These companies have been included in the Greenvolt Group's consolidated financial statements using the full consolidation method.
Refer to Appendix I for more information on the list of companies included in the consolidation perimeter.
During the six-month period ended 30 June 2024, the most relevant acquisitions were as follows:
On 2 April 2024, Greenvolt acquired control of the companies Tertúlia Notável III, Lda., Tertúlia Notável VI, Lda. and Trivial Decimal II, Lda. (which own 5 photovoltaic solar farms in Portugal, with an installed capacity of 40 MW), through the purchase of the remaining 50% of the financial investment previously held under a joint-venture regime.
Since these operations are classified as business combinations achieved in stages, the accounting treatment foreseen in IFRS 3 considers that the investment in these subsidiaries, held prior to the acquisition of control, should be valued at fair value and subsequently included in the price of the business combination, with the resulting amounts being recognised in the income statement.
As permitted by under IFRS 3, Greenvolt shall, within 12 months from the date of acquisition of control, remeasure the equity interest previously held in Tertúlia Notável III, Tertúlia Notável VI and Trivial Decimal II at fair value as at the acquisition date, recognising the resulting gain or loss, if applicable, in the results for the period, as well as remeasuring the net assets and liabilities acquired at fair value and recalculate the value of Goodwill resulting from the operation.
The effects of the control acquisition of these companies in the condensed consolidated financial statements are detailed as follows (it should be noted that these are preliminary figures, given that the fair value process is still ongoing, namely the acquired assets):
| Book values in Euros | At acquisition date |
|---|---|
| Net assets acquired | |
| Property, plant and equipment | 7,170,438 |
| Right-of-use assets | 637,146 |
| Deferred tax assets | 10,639 |
| Trade receivables | 133,303 |
| Other receivables | 108,464 |
| Cash and cash equivalents | 440,881 |
| Lease liabilities | (640,223) |
| Income tax | (169,473) |
| Other assets and liabilities | 34,663 |
| Total net assets acquired (i) | 7,725,838 |
| Fair value of previously held interest (ii) | 5,643,642 |
| Non-controlling interests (iii) | — |
| Acquisition cost (iv): | |
| Payment of shares | 5,643,642 |
| Goodwill (ii) + (iii) + (iv) - (i) | 3,561,446 |
| Net Cash flow from acquisition (Note 15): | |
| Payments performed | (5,643,642) |
| Cash and cash equivalents acquired | 440,881 |
| (5,202,761) |
| Book values in Euros | At acquisition date |
|---|---|
| Net assets acquired | |
| Property, plant and equipment | 9,200,986 |
| Right-of-use assets | 850,838 |
| Deferred tax assets | 16,074 |
| Trade receivables | 98,232 |
| State and other public entities | 433,118 |
| Cash and cash equivalents | 1,858,984 |
| Lease liabilities | (854,916) |
| Other payables - non-current | (1,000,000) |
| Other payables - current | (1,065,466) |
| Other assets and liabilities | 81,949 |
| Total net assets acquired (i) | 9,619,799 |
| Fair value of previously held interest (ii) | 7,191,697 |
| Non-controlling interests (iii) | — |
| Acquisition cost (iv): | |
| Payment of shares | 7,191,697 |
| Goodwill (ii) + (iii) + (iv) - (i) | 4,763,595 |
| Net Cash flow from acquisition (Note 15): | |
| Payments performed | (7,191,697) |
| Cash and cash equivalents acquired | 1,858,984 |
| (5,332,713) |
| Book values in Euros | At acquisition date |
|---|---|
| Net assets acquired | |
| Property, plant and equipment | 9,039,727 |
| Right-of-use assets | 523,008 |
| Deferred tax assets | 33,181 |
| Trade receivables | 38,239 |
| State and other public entities | 126,683 |
| Cash and cash equivalents | 1,054,911 |
| Lease liabilities | (525,508) |
| Other payables - non-current | (900,000) |
| Other payables - current | (299,260) |
| Other assets and liabilities | 48,467 |
| Total net assets acquired (i) | 9,139,448 |
| Fair value of previously held interest (ii) | 5,367,423 |
| Non-controlling interests (iii) | — |
| Acquisition cost (iv): | |
| Payment of shares | 5,367,423 |
| Goodwill (ii) + (iii) + (iv) - (i) | 1,595,398 |
| Net Cash flow from acquisition (Note 15): | |
| Payments performed | (5,367,423) |
| Cash and cash equivalents acquired | 1,054,911 |
| (4,312,512) |
Additionally, following the control acquisition of these three entities, a positive impact of 4.0 million Euros was recorded on Greenvolt Group's results for the six-month period ended 30 June 2024 (resulting from the remeasurement of the equity interest previously held in Tertúlia Notável III, Tertúlia Notável VI and Trivial Decimal II at its fair value at acquisition date), which was recognized under the line item "Other results related to investments".
| Tertúlia Notável III |
Tertúlia Notável VI |
Trivial Decimal II |
|
|---|---|---|---|
| Fair value of the acquired assets (+) | 5,643,642 | 7,191,697 | 5,367,423 |
| Book value of the interest previously held (-) | 4,157,883 | 5,205,974 | 4,868,723 |
| Loss in the re-measurement of the interest previously held (=) |
1,485,759 | 1,985,723 | 498,700 |
The impacts resulting from these acquisitions in the six-month period ended 30 June 2024 are as follows:
| Tertúlia Notável III |
Tertúlia Notável VI |
Trivial Decimal II |
Total | |
|---|---|---|---|---|
| Goodwill | 3,561,446 | 4,763,595 | 1,595,398 | 9,920,439 |
| Investments in subsidiaries, net of cash and cash equivalents acquired (Note 15) |
(5,202,761) | (5,332,713) | (4,312,512) | (14,847,986) |
| Cash and cash equivalents acquired | 440,881 | 1,858,984 | 1,054,911 | 3,354,776 |
On 3 April 2024, the Group acquired control of the companies VRW 6 ŻółkiewkaSp. z o.o., VRW 7 KluczborkSp. z o.o., CGE 25 Sp. z o.o. and CGE 36 Sp. z o.o., that until then were 50% owned (booked using the equity method) and that are developing wind projects totalling 248 MW, thus holding 100% of their share capital.
These projects, acquired for a total amount of 3.5 million Euros, are in an early stage, with three of these projects already ensuring grid connection. The fair value of the projects was estimated according with their current stage of development, in a total amount of 7.0 million Euros. The difference between the payment made and the book value of the acquired investment (1.8 million Euros), was recorded under the line item "Other results related with investments", and the difference between the fair value of the assets acquired and their book value, amounting 6.5 million Euros, was booked under the line item "Property, plant and equipment", given that the transaction was considered an asset acquisition.
During the six-month period ended 30 June 2024, and as required by IFRS-EU, the Group restated the business combination process resulting from the acquisition of control of Augusta Energy, as a result of having more accurately ascertained information on the acquired assets and having concluded the valuation processes that were pending.
The effects of the acquisition of control of Augusta Energy on the consolidated financial statements are detailed as follows:
| Book values in Euros | At acquisition date |
Fair value adjustments |
Net assets (fair value) |
|---|---|---|---|
| Net assets acquired | |||
| Property, plant and equipment | 33,997,221 | (9,167,039) | 24,830,182 |
| Right-of-use assets | 5,074,949 | — | 5,074,949 |
| Intangible assets | — | 26,186,781 | 26,186,781 |
| Derivative financial instruments | 23,964,771 | (48,656,728) | (24,691,957) |
| Trade receivables | 904,925 | — | 904,925 |
| Assets associated with contracts with customers | 102,617,632 | 14,508,647 | 117,126,279 |
| Other receivables - current | 885,832 | — | 885,832 |
| Corporate income tax | 909,249 | — | 909,249 |
| State and other public entities | 382,416 | — | 382,416 |
| Cash and cash equivalents | 7,207,538 | — | 7,207,538 |
| Bank loans | (15,831,922) | 172,536 | (15,659,386) |
| Shareholder loans | (90,209,573) | — | (90,209,573) |
| Lease liabilities | (4,913,308) | 1,259,189 | (3,654,119) |
| Provisions | (1,965,491) | — | (1,965,491) |
| Deferred taxes | (4,383,093) | 5,426,689 | 1,043,596 |
| Trade payables | (765,297) | — | (765,297) |
| Other payables - current | (551,781) | — | (551,781) |
| Other assets and liabilities | (2,254,214) | — | (2,254,214) |
| Total net assets acquired (+) | 55,069,854 | (10,269,925) | 44,799,929 |
| Non-controlling interests (-) | 22,399,965 | ||
| Book value of the interest previously held (-) | 27,400,012 | ||
| Effect of exchange rate variation (-) | (192,614) | ||
| Loss in the re-measurement of the interest previously held (=) | (4,807,434) |
The fair value was determined using a combination of methodologies that include the valuation made by an independent expert ("income approach") and the median of external and internal transaction multiples that were considered comparable to the assets in question. The main conclusions of the Purchase Price Allocation exercise, which was booked on a definitive basis, are detailed as follows:
Augusta Energy. In this sense, a negative fair value adjustment of 48,657 thousand Euros was recorded, and the associated deferred taxes were also adjusted;
The restatement of the consolidated financial statements was carried out with reference to 30 June 2023 (considering that the acquisition of Augusta Energy took place at the end of June 2023), and therefore, in addition to the changes mentioned above, the following figures were also restated:
In addition, it should be noted that, with this restatement, the loss calculated on the re-measurement of the participation previously held (arising from the acquisition of control of Augusta Energy), resulting from the comparison between the fair value of the investment held in Augusta Energy as at the acquisition date and the respective net book value, in the amount of 4,807,434 Euros, was reflected in the Condensed Consolidated Income Statement (restated) as at 30 June 2023, under "Other results related to investments".
The impacts of the restatement in the Consolidated statement of financial position as at 31 December 2023 is as follows:
| Before restatement |
PPA Augusta | After restatement | |
|---|---|---|---|
| ASSETS | |||
| NON-CURRENT ASSETS: | |||
| Property, plant and equipment | 726,406,348 | (7,307,613) | 719,098,735 |
| Right-of-use assets | 86,429,661 | — | 86,429,661 |
| Goodwill | 178,492,866 | — | 178,492,866 330,608,977 |
| Intangible assets Investments in joint ventures and associates |
324,613,090 38,831,368 |
5,995,887 — |
38,831,368 |
| Other investments | 91,024 | — | 91,024 |
| Other non-current assets | 81,318 | — | 81,318 |
| Other debts from third parties | 79,286,491 | — | 79,286,491 |
| Derivative financial instruments | 32,613,931 | — | 32,613,931 |
| Deferred tax assets | 30,075,383 | 786,555 | 30,861,938 |
| Total non-current assets | 1,496,921,480 | (525,171) | 1,496,396,309 |
| CURRENT ASSETS: | |||
| Inventories | 35,810,067 | — | 35,810,067 |
| Trade receivables | 30,900,529 | — | 30,900,529 |
| Assets associated with contracts with customers | 109,178,689 | — | 109,178,689 |
| Other receivables | 57,410,277 | — | 57,410,277 |
| Income tax receivable | 9,182,538 | — | 9,182,538 |
| State and other public entities | 42,622,777 | — | 42,622,777 |
| Other current assets | 10,296,714 | — | 10,296,714 |
| Derivative financial instruments | 5,274,975 | — | 5,274,975 |
| Cash and cash equivalents | 463,516,634 | — | 463,516,634 |
| Total current assets | 764,193,200 | — | 764,193,200 |
| Group of assets classified as held for sale | 26,268,945 | — | 26,268,945 |
| Total assets | 2,287,383,625 | (525,171) | 2,286,858,454 |
| EQUITY AND LIABILITIES | |||
| EQUITY: | |||
| Share capital | 367,094,275 | — | 367,094,275 |
| Issuance premiums deducted from costs with the issue of shares | (3,490,429) | — | (3,490,429) |
| Other equity instruments | 35,966,542 | — | 35,966,542 |
| Legal reserve | 308,228 | — | 308,228 |
| Other reserves and retained earnings | 60,386,955 | (7,063) | 60,379,892 |
| Amounts recognized in other comprehensive income and accumulated in equity related to group of assets classified as held for sale |
136,521 | — | 136,521 |
| Consolidated net profit for the year attributable to Equity holders of the parent Total equity attributable to Equity holders of the parent |
1,182,433 461,584,525 |
(149,742) (156,805) |
1,032,691 461,427,720 |
| Non-controlling interests | 110,761,212 | 672,853 | 111,434,065 |
| Total equity | 572,345,737 | 516,048 | 572,861,785 |
| LIABILITIES: | |||
| NON-CURRENT LIABILITIES: Bank loans |
223,239,498 | — | 223,239,498 |
| Bond loans | 570,894,788 | — | 570,894,788 |
| Other loans | 84,721,771 | — | 84,721,771 |
| Shareholder loans | 39,468,384 | — | 39,468,384 |
| Lease liabilities | 89,247,124 | (1,287,091) | 87,960,033 |
| Other payables | 32,639,163 | — | 32,639,163 |
| Other non-current liabilities | 5,207,894 | — | 5,207,894 |
| Deferred tax liabilities | 50,217,693 | 421,415 | 50,639,108 |
| Provisions | 17,911,576 | — | 17,911,576 |
| Derivative financial instruments | 57,590,514 | — | 57,590,514 |
| Total non-current liabilities | 1,171,138,405 | (865,676) | 1,170,272,729 |
| CURRENT LIABILITIES: | |||
| Bank loans | 44,496,086 | (171,817) | 44,324,269 |
| Bond loans | 66,007,372 | — | 66,007,372 |
| Other loans | 203,046,807 | — | 203,046,807 |
| Shareholders loans | 27,126,884 | — | 27,126,884 |
| Lease liabilities | 2,689,089 | (3,726) | 2,685,363 |
| Trade payables | 34,978,580 | — | 34,978,580 |
| Liabilities associated with contracts with customers | 10,125,982 | — | 10,125,982 |
| Other payables | 114,161,111 | — | 114,161,111 |
| Income tax payable | 3,340,840 | — | 3,340,840 |
| State and other public entities | 5,726,971 | — | 5,726,971 |
| Other current liabilities | 18,961,767 | — | 18,961,767 |
| Derivative financial instruments | 4,995,076 | — | 4,995,076 |
| Total current liabilities | 535,656,565 | (175,543) | 535,481,022 |
| Liabilities directly associated with the group of assets classified as held for sale | 8,242,918 | — | 8,242,918 |
| Total liabilities | 1,715,037,888 | (1,041,219) | 1,713,996,669 |
| Total equity and liabilities | 2,287,383,625 | (525,171) | 2,286,858,454 |
In turn, the impacts of the restatement in the Consolidated income statement for the year ended 31 December 2023 are as follows:
| Before restatement |
PPA Augusta | After restatement |
|
|---|---|---|---|
| Sales | 183,945,351 | — | 183,945,351 |
| Services rendered | 161,888,440 | — | 161,888,440 |
| Other income | 39,658,896 | — | 39,658,896 |
| Costs of sales | (155,428,977) | 600,517 | (154,828,460) |
| External supplies and services | (93,567,988) | — | (93,567,988) |
| Payroll expenses | (40,060,594) | — | (40,060,594) |
| Provisions and impairment reversals /(losses) in current assets | 88,100 | — | 88,100 |
| Results related to investments in joint ventures and associates | 10,703,229 | — | 10,703,229 |
| Other expenses | (4,116,197) | — | (4,116,197) |
| Earnings before interest, taxes, depreciation, amortisation and Impairment reversals / (losses) in non-current assets |
103,110,260 | 600,517 | 103,710,777 |
| Amortisation and depreciation | (53,623,448) | (955,937) | (54,579,385) |
| Impairment reversals / (losses) in non-current assets | (416,285) | — | (416,285) |
| Other results related to investments | (4,894,744) | — | (4,894,744) |
| Earnings before interest and taxes | 44,175,783 | (355,420) | 43,820,363 |
| Financial expenses | (108,452,503) | (4,826) | (108,457,329) |
| Financial income | 69,956,952 | — | 69,956,952 |
| Profit before income tax and other contributions on the energy sector |
5,680,232 | (360,246) | 5,319,986 |
| Income tax | 3,427,443 | 60,762 | 3,488,205 |
| Other contributions on the energy sector | (906,016) | — | (906,016) |
| Consolidated net profit from continuing operations | 8,201,659 | (299,484) | 7,902,175 |
| Profit/(Loss) after tax from discontinued operations | (11,677,163) | — | (11,677,163) |
| Consolidated net profit for the period | (3,475,504) | (299,484) | (3,774,988) |
| Attributable to: | |||
| Equity holders of the parent | 1,182,433 | (149,742) | 1,032,691 |
| Continued operations | 7,525,916 | (149,742) | 7,376,174 |
| Discontinued operations | (6,343,483) | — | (6,343,483) |
| Non-controlling interests | (4,657,937) | (149,742) | (4,807,679) |
| Continued operations | 675,743 | (149,742) | 526,001 |
| Discontinued operations | (5,333,680) | — | (5,333,680) |
| Earnings per share | |||
| From continuing operations | |||
| Basic | 0.05 | 0.05 | |
| Diluted | 0.05 | 0.05 | |
| From discontinued operations | |||
| Basic | (0.05) | (0.05) | |
| Diluted | (0.05) | (0.05) |
In addition, it should be noted that this restatement had no impact on the consolidated statement of cash flows for the six-month period ended 30 June 2023.
The following subsidiaries are presented as discontinued operations in the condensed consolidated income statements for the six-month periods ended 30 June 2024 and 2023:
These operations are available for immediate sale in their present condition, their sale is considered highly probable, and have the Management's commitment to the asset sale plan, which began during the third (Perfecta Energía) and forth (Greenvolt Power France) quarter of 2023, respectively.
In addition, the sale of Oak Creek, a group of companies in which Greenvolt held 80%, within the Utility-Scale segment in the United States, was completed during the fourth quarter of 2023 (for comparative purposes, the impact of Oak Creek is presented as discontinued operation in the six-month period ended 30 June 2023, with a nil impact as at 30 June 2024).
Due to the reclassification to discontinued operations, the Group made a comparison between the fair value less costs to sell and the net book value of the net assets allocated to the Perfecta's and Greenvolt Power France's Groups, in line with IFRS 5, and an impairment was recorded for Perfecta's Group in the year ended 31 December 2023. As at 30 June 2024, there are no additional impairments to be recorded.
The impact, by discontinued operating unit, on the condensed consolidated income statement for the sixmonth periods ended at 30 June 2024 and 2023, is recorded under the line item "Profit/(Loss) after tax from discontinued operations" and can be analysed as follows:
| 30.06.2024 | 30.06.2023 | |
|---|---|---|
| Operating income 1) | 4,290,135 | 5,233,558 |
| Cost of sales | (1,976,280) | (2,221,523) |
| External supplies and services | (3,296,834) | (3,881,960) |
| Payroll expenses | (1,894,650) | (1,787,831) |
| Results related to investments | 287,720 | 35,665 |
| Other expenses | (9,508) | (36,120) |
| Earnings before interest, taxes, depreciation and amortisation |
(2,599,417) | (2,658,211) |
| Amortisation and depreciation | — | (24,331) |
| Earnings before interest and taxes | (2,599,417) | (2,682,542) |
| Financial results | (79,902) | (79,812) |
| Profit before income tax | (2,679,319) | (2,762,354) |
| Income tax | (2,386) | (25,759) |
| Profit/(Loss) after tax from discontinued operations |
(2,681,705) | (2,788,113) |
1) Includes the sum of the amounts booked in the line items "Sales", Services rendered" and "Other income".
| 30.06.2024 | 30.06.2023 | |
|---|---|---|
| Operating income 1) | 61,587 | — |
| Cost of sales | — | — |
| External supplies and services | (593,553) | (468,643) |
| Payroll expenses | (910,461) | (580,975) |
| Results related to investments | — | — |
| Other expenses | (42,541) | (13,086) |
| Earnings before interest, taxes, depreciation and amortisation |
(1,484,968) | (1,062,704) |
| Amortisation and depreciation | (16,591) | (99,244) |
| Earnings before interest and taxes | (1,501,559) | (1,161,948) |
| Financial results | (2,459) | (4,687) |
| Profit before income tax | (1,504,018) | (1,166,635) |
| Income tax | 418,117 | 716,792 |
| Profit/(Loss) after tax from discontinued operations |
(1,085,901) | (449,843) |
1) Includes the sum of the amounts booked in the line items "Sales", Services rendered" and "Other income".
| 30.06.2024 | 30.06.2023 |
|---|---|
| — | 1,634,879 |
| — | — |
| — | (1,635,435) |
| — | (1,675,569) |
| — | — |
| — | (270,175) |
| — | (1,946,300) |
| — | (220,635) |
| — | (2,166,935) |
| — | (107,346) |
| — | (2,274,281) |
| — | 638,534 |
| — | (1,635,747) |
1) Includes the sum of the amounts booked in the line items "Sales", Services rendered" and "Other income".
Additionally, the assets and liabilities as at 30 June 2024 regarding discontinued operations are reflected under the headings "Group of assets classified as held for sale" and "Liabilities directly associated with the group of assets classified as held for sale", as detailed in the table below:
| 30.06.2024 | ||||
|---|---|---|---|---|
| Perfecta Energía |
Oak Creek Group 1) |
Greenvolt Power France |
Total | |
| Group of assets classified as held for sale | 19,996,014 | n.a. | 10,393,692 | 30,389,706 |
| Liabilities directly associated with the group of assets classified as held for sale |
7,939,589 | n.a. | 1,258,661 | 9,198,250 |
1) The process of sale of the Oak Greek's Group was finalised in the fourth quarter of 2023.
Lastly, it should be noted that as at 30 June 2024, the total "Cash and cash equivalents" relating to the group of companies classified as discontinued operations, which is reflected in the line item "Group of assets classified as held for sale", amounts to 1,300,084 Euros (643,430 Euros as at 31 December 2023), as detailed in the table below:
| 30.06.2024 | ||||
|---|---|---|---|---|
| Perfecta Energía |
Oak Creek Group 1) |
Greenvolt Power France |
Total | |
| Cash flows generated by operating activities | (2,484,799) | n.a. | (1,631,872) | (4,116,671) |
| Cash flows generated by investing activities | (232,977) | n.a. | (2,717,776) | (2,950,753) |
| Cash flows generated by financing activities | 2,707,227 | n.a. | 5,015,942 | 7,723,169 |
| Total cash flows generated by the discontinued operations |
(10,549) | n.a. | 666,294 | 655,745 |
| Cash and cash equivalents at the beginning of the period |
402,696 | n.a. | 240,734 | 643,430 |
| Effect of exchange rate differences | — | n.a. | 909 | 909 |
| Net increase/(decrease) in cash and cash equivalents |
(10,549) | n.a. | 666,294 | 655,745 |
| Cash and cash equivalents at the end of the period |
392,147 | n.a. | 907,937 | 1,300,084 |
1) The process of sale of the Oak Greek's Group was finalised in the fourth quarter of 2023.
The joint ventures and associates, their registered offices, proportion of capital held, main activity and financial position as at 30 June 2024 and 31 December 2023 were as follows:
| Effective held percentage | Statement of financial position |
|||||
|---|---|---|---|---|---|---|
| Company | Registered office |
June 2024 |
December 2023 |
June 2024 |
December 2023 |
Main activity |
| VRW 6 Żółkiewka Sp. z o.o. (a) | Poland | 100% | 50% | — | 1,475,600 Wind project | |
| VRW 7 Kluczbork Sp. z o.o. (a) | Poland | 100% | 50% | — | 108,871 Wind project | |
| CGE 25 Sp. z o.o. (a) | Poland | 100% | 50% | — | 14,291 Wind project | |
| CGE 36 Sp. z o.o. (a) | Poland | 100% | 50% | — | 116,639 Wind project | |
| Tarnawa Solar Park Sp. z o.o. | Poland | 51% | 51% | 12,895 | 21,649 PV project | |
| Ideias Férteis II, Lda | Portugal | 50% | 50% | 497,137 | 498,115 PV project | |
| Ideias Férteis III, Lda | Portugal | 50% | 50% | 4,335,624 | 4,341,901 PV project | |
| Trivial Decimal II, Lda (a) | Portugal | 100% | 50% | — | 4,890,516 PV project | |
| Trivial Decimal III, Lda | Portugal | 50% | 50% | 632,263 | 633,241 PV project | |
| Trivial Decimal IV, Lda | Portugal | 50% | 50% | 163,401 | 167,608 PV project | |
| Tertúlia Notável II, Lda | Portugal | 50% | 50% | 151,311 | 152,289 PV project | |
| Tertúlia Notável III, Lda (a) | Portugal | 100% | 50% | — | 4,176,678 PV project | |
| Tertúlia Notável IV, Lda | Portugal | 50% | 50% | 195,935 | 196,913 PV project | |
| Tertúlia Notável V, Lda | Portugal | 50% | 50% | 407,825 | 410,547 PV project | |
| Tertúlia Notável VI, Lda (a) | Portugal | 100% | 50% | — | 5,230,323 PV project | |
| Reflexos Carmim II, Lda | Portugal | 50% | 50% | 303,336 | 304,313 PV project | |
| Reflexos Carmim III, Lda | Portugal | 50% | 50% | 120,949 | 121,926 PV project | |
| Reflexos Carmim IV, Lda | Portugal | 50% | 50% | 2,527,907 | 2,536,408 PV project | |
| Cortesia Versátil II, Lda | Portugal | 50% | 50% | 594,807 | 595,784 PV project | |
| Cortesia Versátil III, Lda | Portugal | 50% | 50% | 5,066,202 | 5,073,761 PV project | |
| Cortesia Versátil IV, Lda | Portugal | 50% | 50% | 282,036 | 283,013 PV project | |
| Léguas Amarelas, Lda | Portugal | 50% | 50% | 414,021 | 414,998 PV project | |
| Goshen Solar LLC | USA | 50% | 50% | 932,397 | 593,675 Holding and project development | |
| SCUR-Mikro 465 UG | Germany | 50% | 50% | 1,250 | 1,250 Holding | |
| Erimia Energeia IKE | Greece | 70% | 70% | 1,558,760 | 1,158,738 Development of wind projects | |
| AGE Solar Ltd. | United Kingdom |
50% | 50% | 73,840 | 80,176 PV project | |
| Terravis Studio S.r.l. | Romania | 50% | 50% | 2,820,069 | 2,952,178 PV project | |
| Renew Pro Holding S.r.l. | Italy | 60% | 60% | 124,557 | 185,981 Development of PV and wind projects | |
| Eolenerg Project S.r.l. | Romania | 50% | 50% | 176,686 | 194,623 Development of PV and wind projects | |
| ECN Greenvolt Power | Denmark | 50% | 50% | 44 | 67 PV project | |
| ECN Greenvolt Power Komplementary ApS. | Denmark | 50% | 50% | 2,707 | 2,688 PV project | |
| Green Home Finance, S.L. (b) | Spain | 21% | 21% | — | — | Development and financing of PV projects |
| JAS - Powered by Greenvolt LLC | USA | 60% | — | 488,568 | — Development of solar projects | |
| MaxSolar Bidco GmbH (c) | Germany | 45,1% | 31% | 23,639,153 | 1,872,879 | Development, implementation and management of solar and energy storage projects |
| Joint ventures | 45,523,680 | 38,807,639 | ||||
| MaxSolar Co-Invest UG & Co KG | Germany | 4.5% | 4.5% | 23,729 | 23,729 Holding | |
| Associates | 23,729 | 23,729 | ||||
| 45,547,409 | 38,831,368 |
(a) These subsidiaries were included in the consolidation perimeter of Greenvolt Group by the full consolidation method (Note 5), following the acquisition of control by the Group during the second quarter of 2024.
(b) As at 30 June 2024 and 31 December 2023, this financial investment is classified as an asset held for sale, following the classification of the Perfecta Energía Group as discontinued activities of Greenvolt Group (Note 7).
(c) In April 2024, the partial acquisition of the share capital of Maxsolar BidCo GmbH was completed, and a capital increase was also carried out. With this operation, Greenvolt's effective stake and voting rights in Maxsolar increased from 31.2% to 45.1%, strengthening its position as Maxsolar's reference shareholder.
Regarding the joint ventures presented, the resolutions at the General Meeting are taken unanimously, and at the Board of Directors the number of members is equal or the resolutions are taken unanimously, with the parties having joint control.
The movements in the balance of this line item in the six-month period ended 30 June 2024 and in the financial year ended 31 December 2023 are detailed as follows:
| 30.06.2024 | 31.12.2023 | |
|---|---|---|
| Balance as at 1 January | 38,831,368 | 46,006,269 |
| Acquisitions of joint ventures and associates | 10,751,140 | 4,928,491 |
| Disposal of joint ventures and associates | — | (91,264) |
| Capital increases and other equity instruments | 15,162,799 | 13,149,550 |
| Capital decreases and other equity instruments | — | (900,000) |
| Effects in results related to investments in joint ventures and associate companies (continued operations) |
(3,409,880) | 10,703,229 |
| Effects in results related to investments in joint ventures and associate companies (discontinued operations) |
— | 109,809 |
| Effects in results related to investments in joint ventures and associated companies allocated to loans granted to joint ventures |
— | 330,260 |
| Effect of exchange rate variation | 57,592 | 1,225,188 |
| Effect of acquisition of control (Actualize) | — | (3,656,184) |
| Effect of acquisition of control (Augusta Energy) | — | (27,405,813) |
| Effect of acquisition of control (Infraventus) | (14,232,580) | — |
| Effect of acquisition of control (CGE 25, CGE 36, VRW 6, VRW 7) |
(1,703,987) | — |
| Reclassification to assets held for sale | — | (5,218,858) |
| Change in comprehensive income from joint ventures and associates, net of deferred taxes |
— | (349,309) |
| Other effects | 90,957 | — |
| 45,547,409 | 38,831,368 |
As at 30 June 2024, the line "Acquisitions of joint ventures and associates" essentially reflects the acquisition of part of the share capital of Maxsolar BidCo GmbH from NIC Solar Acquisition (Cyprus) Ltd, in the amount of 10.1 million Euros. As previously mentioned, following this transaction, the effective stake and the voting rights in Maxsolar increased from 31.2% to 45.1%, with Greenvolt now holding joint control over this entity.
Additionally, the line "Capital increases and other equity instruments" essentially includes the capital increase in Maxsolar BidCo GmbH totalling 15.0 million Euros, in the second quarter of 2024. As at 31 December 2023, the line "Capital increases and other equity instruments" includes the supplementary capital contributions granted to joint ventures covered by the partnership with Infraventus (12,331,550 Euros), as well as the capital contributions made to Green Home Finance in the year ended 31 December 2023 (818,000 Euros).
During the six-month period ended 30 June 2024, as a result of the equity method application, the negative amount of 3,409,880 Euros (10,703,229 Euros in 2023) was recognised in the income statement). This amount is reflected in the line "Effects in results related to investments in joint ventures and associate companies (continued operations)" in the table above and is essentially explained by the negative contribution of 2.6 million Euros from Maxsolar Bidco.
In addition, as at 30 June 2024, the line "Effect of acquisition of control (Infraventus)" reflects the impact of the acquisition of control of three companies of Infraventus' Group (which own 3 photovoltaic solar parks in operation in Portugal), through the purchase of the remaining 50% of the financial investment previously held under the joint-venture regime.
In addition, the line "Effect of acquisition of control (Augusta Energy)" reflects the impact of the acquisition of control of Augusta Energy and its subsidiaries, in the amount of 27.4 million Euros, corresponding to 50% of the equity of these subsidiaries (previously accounted for as joint ventures of Greenvolt Group).
54 2. CONSOLIDATED F. S. AND NOTES
During the six-month periods ended 30 June 2024 and 2023, the payments related to investments in joint ventures and associates are detailed as follows:
| 30.06.2024 | 30.06.2023 | |
|---|---|---|
| Infraventus entities: | ||
| Supplementary capital contributions granted after acquisition |
— | (11,431,550) |
| Shareholder loans | (10,514,417) | (17,845,000) |
| Payment of contingent payments | (257,225) | (268,750) |
| (10,771,642) | (29,545,300) | |
| MaxSolar: | ||
| Short-term loans granted | (24,500,000) | (19,425,000) |
| Repayment of loans granted | 31,500,000 | — |
| Interest received | 882,347 | — |
| Acquisition cost - Reinforcement of stake | (9,295,288) | — |
| Capital increase carried out after acquisition | (13,935,960) | — |
| Shareholder loans | (13,387,305) | — |
| Shareholder loans and interests aquired to NIC | (9,559,293) | — |
| Other receipts | 37,548 | — |
| (38,257,951) | (19,425,000) | |
| SCUR-Mikro 465 UG: | ||
| Acquisition cost | — | (1,250) |
| — | (1,250) | |
| Greenvolt Power Actualize Solar: | ||
| Loans granted | — | (1,864,685) |
| — | (1,864,685) | |
| Green Home Finance | ||
| Loans granted | (1,150,000) | — |
| (1,150,000) | — | |
| Joint ventures (Greenvolt Power Group): | ||
| Renew Pro Holding - Loans granted | (2,688,739) | — |
| CGE 36 - Loans granted | (34,750) | — |
| Tarnawa Solar - Loans granted | (40,039) | — |
| Tarnawa Solar - Repayment of loans granted | 243,253 | — |
| Goshen Solar - Capital increase carried out after acquisition |
(149,212) | — |
| JAS - Acquisition cost | (606,418) | — |
| (3,275,905) | — | |
| (53,455,498) | (50,836,235) | |
| Receipts arising from investments in joint ventures and associates |
32,663,148 | — |
| Payments relating to investments in joint ventures and associates |
(86,118,646) | (50,836,235) |
As at 30 June 2024 and 31 December 2023, the amount recognised under "Goodwill" can be detailed as follows:
| 30.06.2024 | 31.12.2023 | |
|---|---|---|
| Greenvolt Power Group 1) | 65,120,586 | 64,681,073 |
| Tilbury Green Power | 42,301,296 | 41,197,826 |
| Enerpower | 27,572,533 | 27,572,533 |
| Solarelit | 23,990,875 | 23,157,219 |
| Greenvolt Next España 2) | 8,006,331 | 8,006,331 |
| Tertúlia Notável VI | 4,763,595 | — |
| Greenvolt Next Greece | 4,428,722 | 4,428,722 |
| Ibérica | 3,761,103 | 3,761,103 |
| Tertúlia Notável III | 3,561,446 | — |
| Greenvolt Next Portugal | 3,272,744 | 3,272,744 |
| Renovatio (Indonesia) | 1,714,575 | 1,705,410 |
| Trivial Decimal II | 1,595,398 | — |
| GV Solar Japan KK | 481,020 | 529,051 |
| Saturn Caravel | 180,854 | 180,854 |
| 190,751,078 | 178,492,866 |
1) Includes Goodwill arising from the acquisition of V-Ridium in 2021, in the amount of 270,325,472 PLN, corresponding to 62,735,083 Euros as at 30 June 2024, as well as Goodwill calculated in the sub-consolidation group.
2) Includes Goodwill calculated in the sub-consolidated (related to Vipresol, acquired at the end of 2022).
The movements in the balance of this line item in the six-month period ended 30 June 2024 and in the financial period ended 31 December 2023 are detailed as follows:
| 30.06.2024 | 31.12.2023 | |
|---|---|---|
| Balance as at 1 January | 178,492,866 | 122,041,022 |
| Goodwill calculation | 10,754,095 | 61,863,695 |
| Reclassification to assets held for sale | — | (10,796,747) |
| Effect of exchange rate variation | 1,504,117 | 5,384,896 |
| Balance as at 31 December | — | 178,492,866 |
| Balance as at 30 June | 190,751,078 | — |
In the year ended 31 December 2023, the Goodwill generated in previous years with the acquisition of Perfecta Energía (8,880,565 Euros), Oak Creek Group (1,950,639 Euros) and Greenvolt Power France (immaterial amount), was reclassified to assets held for sale, following the classification of these groups of companies as assets held for sale (Note 7). Regarding the Goodwill generated with the acquisition of Oak Creek Group, it was derecognised from Greenvolt's consolidated accounts with reference to 31 December 2023, following the sale process of this group of companies, which was completed during the last quarter of 2023.
The recoverability of Goodwill in subsidiaries is assessed on an annual basis, regardless of the existence of evidence of impairment. The recoverable amount is determined based on the value in use of the assets, calculated using valuation methodologies supported by discounted cash flow techniques, considering market conditions, the time value of money and the business risks. Any eventual impairment losses are recognised in the income statement of the period.
During the year ended 31 December 2023, the Group carried out an impairment analysis of goodwill. As a result of the analysis carried out, an impairment loss was determined in relation to the stake in the Perfecta Group, and no additional impairments were determined.
During the six-month period ended 30 June 2024 and the financial year ended 31 December 2023, the movements occurred in the value of property, plant and equipment, as well as in the corresponding amortisation and accumulated impairment losses, was as follows:
| Land and buildings |
Basic equipment |
Transport equipment |
Administrative equipment |
Other tangible assets |
Property, plant and equipment in progress |
Total | |
|---|---|---|---|---|---|---|---|
| Asset gross value | |||||||
| Balance as at 1 January 2023 |
3,145,065 | 501,513,707 | 582,205 | 935,168 | 387,331 | 136,004,248 | 642,567,724 |
| Additions - Restated | 2,403,863 | 2,800,763 | 183,895 | 796,267 | 247,050 | 212,385,786 | 218,817,624 |
| Changes in the consolidation perimeter - Restated |
2,084,583 | 30,731,678 | 145,360 | 70,897 | 218,638 | 15,937,963 | 49,189,119 |
| Disposals and write-offs | (51,901) | (1,530,016) | (175,339) | (294,022) | (99,496) | (23,267,598) | (25,418,372) |
| Dismantling costs | — | 2,422,603 | — | — | — | — | 2,422,603 |
| Effect of exchange rate variation - Restated |
33,972 | 4,573,438 | (11,914) | 47,380 | 29,609 | 13,434,915 | 18,107,400 |
| Transfers | 177,981 | 34,370,165 | 153,131 | 264,734 | 7,592,211 | (41,896,447) | 661,775 |
| Reclassification to assets held for sale |
— | (201,308) | (67,251) | (184,030) | — | (4,171,870) | (4,624,459) |
| Balance as at 31 December 2023 - Restatement |
7,793,563 | 574,681,030 | 810,087 | 1,636,394 | 8,375,343 | 308,426,997 | 901,723,414 |
| Additions | 2,679,529 | 579,252 | 171,237 | 288,372 | 246,126 | 182,031,017 | 185,995,533 |
| Changes in the consolidation perimeter (Note 7) |
— | 23,574,570 | — | — | — | 10,465,797 | 34,040,367 |
| Disposals and write-offs | — | (284,000) | (134,622) | (2,417) | (11,026) | (10,057,447) | (10,489,512) |
| Effect of exchange rate variation |
8,543 | 6,187,541 | (364) | 2,070 | 5,724 | 2,006,632 | 8,210,146 |
| Transfers | 464,188 | 42,719,175 | — | 64,767 | 4,111,778 | (45,786,188) | 1,573,720 |
| Balance as at 30 June 2024 |
10,945,823 | 647,457,568 | 846,338 | 1,989,186 | 12,727,945 | 447,086,808 | 1,121,053,668 |
| Accumulated depreciation and impairment losses | |||||||
| Balance as at 1 January 2023 |
206,741 | 151,635,058 | 253,824 | 278,155 | 171,187 | — | 152,544,965 |
| Additions - Restated | 154,863 | 29,493,110 | 131,163 | 274,521 | 506,553 | — | 30,560,210 |
| Disposals and write-offs | — | (953,945) | (132,917) | (208,725) | (553) | — | (1,296,140) |
| Impairment (reversals) / losses |
— | 500,000 | — | — | — | — | 500,000 |
| Effect of exchange rate variation - Restated |
— | 383,848 | (14,126) | 3,716 | 12,565 | — | 386,003 |
| Reclassification to assets held for sale |
— | — | (6,059) | (64,300) | — | — | (70,359) |
| Balance as at 31 December 2023 - Restated |
361,604 | 181,058,071 | 231,885 | 283,367 | 689,752 | — | 182,624,679 |
| Additions | 536,007 | 16,501,597 | 116,857 | 203,198 | 566,135 | — | 17,923,794 |
| Disposals and write-offs | — | (274,232) | (134,622) | — | — | — | (408,854) |
| Impairment (reversals) / losses |
— | — | — | — | — | 535,084 | 535,084 |
| Effect of exchange rate variation |
— | 1,432,816 | (494) | (332) | — | 930 | 1,432,920 |
| Transfers | — | 3,674 | (3,776) | 102 | — | — | |
| Balance as at 30 June 2024 |
897,611 | 198,721,926 | 213,626 | 482,457 | 1,255,989 | 536,014 | 202,107,623 |
| Carrying amount | |||||||
| At 31 December 2023 - Restated |
7,431,959 | 393,622,959 | 578,202 | 1,353,027 | 7,685,591 | 308,426,997 | 719,098,735 |
| At 30 June 2024 | 10,048,212 | 448,735,642 | 632,712 | 1,506,729 | 11,471,956 | 446,550,794 | 918,946,045 |
During the six-month period ended 30 June 2024, the depreciation for the period amounted to 17,923,794 Euros, and was recorded in the condensed consolidated income statement line item "Amortisation and depreciation".
As at 30 June 2024, the changes in the consolidation perimeter refer to the Property, plant and equipment resulting from the acquisition of control of the three subsidiaries of Infraventus Group (Tertúlia Notável III, Tertúlia Notável VI and Trivial Decimal II) and of four joint ventures of Greenvolt Power Group (VRW 6, VRW 7, CGE 25 and CGE 36), in the total amount of 25,411,151 Euros and 8,629,216 Euros, respectively (Note 5).
In turn, as at 31 December 2023, the changes in the consolidation perimeter essentially refer to the Property, plant and equipment resulting from the acquisition of control of the subsidiary Augusta Energy (and its subsidiaries) and of the subsidiary Actualize, in the total amount of 24,830,182 Euros (restated value) and 9,373,604 Euros, respectively, as well as the acquisition of Enerpower, in Ireland (10,157,135 Euros) and of the photovoltaic solar parks Sun Records and Sun Terminal, in Romania (3,962,727 Euros).
The additions of the six-month period ended 30 June 2024, mostly related to "Property, plant and equipment in progress", mainly resulting from additions made in the development and/or construction of several wind and solar parks by Greenvolt Power Group's subsidiaries, totalling around 130.2 million Euros, mainly related to projects located in Poland, Bulgaria, United States of America and Greece (namely, although not exhaustively, the acquisitions related to the subsidiaries Pelplin, Greenvolt Venus , subsidiaries of Greenvolt Power USA and Made). This line also includes additions relating to "Property, plant and equipment in progress" relating to the construction of Mortágua 2 power plant, which in ongoing at Greenvolt (15.9 million Euros), as well as the ongoing construction projects by the subsidiaries of SEO Group (13.9 million Euros), and of Greenvolt International Power group (7.4 million Euros).
As at 30 June 2024 and 31 December 2023, the line item "Property, plant and equipment in progress" refers to the following projects:
| 30.06.2024 | 31.12.2023 | |
|---|---|---|
| Ongoing projects (Greenvolt Power Group) | 350,433,445 | 257,786,213 |
| Mortágua 2 power plant (Greenvolt) | 27,265,293 | 11,327,738 |
| Projects under construction (SEO) | 16,597,203 | 2,684,691 |
| UPACs | 15,235,185 | 11,612,175 |
| UPPs (Greenvolt) | 12,784,287 | 11,372,900 |
| Projects under construction (GIP) | 9,745,151 | 2,295,376 |
| Águeda power plant (Paraimo) | 7,525,753 | 6,679,754 |
| Other projects | 6,964,477 | 4,668,150 |
| 446,550,794 | 308,426,997 |
The ongoing projects in Greenvolt Power Group include wind and solar parks under construction in Poland, in the amount of 148.5 million Euros, solar parks under construction in the United States of America, in the amount of 26.9 million Euros, a solar park and wind park under construction in Greece in the amount of 26.8 million Euros and a solar park in construction in Bulgaria in the amount of 9.1 million Euros. Additionally, the ongoing projects also include values referring to the development of several solar and wind parks in Greece, Croatia, Iceland, Italy, Bulgaria, United States of America, among others.
During the six-month period ended 30 June 2024, financial expenses amounting to approximately 9,660 thousand Euros were capitalised (6,047 thousand Euros during the financial year ended 31 December 2023), mainly related to the development and/or construction of assets by Greenvolt Power Group's subsidiaries.
During the six-month period ended 30 June 2024 and the financial year ended 31 December 2023, the movements that occurred in the value of intangible assets, as well as in the corresponding amortisation and accumulated impairment losses, were as follows:
| Licenses | Other intangible assets |
Intangible assets in progress |
Total | |
|---|---|---|---|---|
| Asset gross value | ||||
| Balance as at 1 January 2023 | 20,998,533 | 127,043,246 | 45,828,381 | 193,870,160 |
| Changes in the consolidation perimeter - Restated | — | 32,437,908 | 463,216 | 32,901,124 |
| Additions | — | 10,750,318 | 135,013,829 | 145,764,147 |
| Disposals and write-offs - Restated | — | (595,382) | — | (595,382) |
| Effect of exchange rate variation - Restated | — | 2,200,488 | 1,278,397 | 3,478,885 |
| Transfers | — | 4,007,427 | (4,669,202) | (661,775) |
| Reclassification to assets held for sale | — | (762,389) | — | (762,389) |
| Balance as at 31 December 2023 - Restated | 20,998,533 | 175,081,616 | 177,914,621 | 373,994,770 |
| Additions | — | 97,930,763 | 8,110,121 | 106,040,884 |
| Disposals and write-offs | — | (116,445) | (40,880) | (157,325) |
| Effect of exchange rate variation | — | 2,293,531 | 683,846 | 2,977,377 |
| Transfers | 2,260,119 | 66,030,640 | (69,864,479) | (1,573,720) |
| Balance as at 30 June 2024 | 23,258,652 | 341,220,105 | 116,803,229 | 481,281,986 |
| Accumulated amortisation and impairment losses | ||||
| Balance as at 1 January 2023 | 12,780,912 | 11,606,084 | — | 24,386,996 |
| Additions - Restated | 920,863 | 18,622,895 | — | 19,543,758 |
| Disposals and write-offs | — | (257,597) | — | (257,597) |
| Effect of exchange rate variation - Restated | — | 226,217 | — | 226,217 |
| Reclassification to assets held for sale | — | (513,581) | — | (513,581) |
| Balance as at 31 December 2023 - Restated | 13,701,775 | 29,684,018 | — | 43,385,793 |
| Additions | 483,785 | 5,349,711 | — | 5,833,496 |
| Disposals and write-offs | — | (5,073) | — | (5,073) |
| Effect of exchange rate variation | — | 357,387 | — | 357,387 |
| Balance as at 30 June 2024 | 14,185,560 | 38,509,111 | — | 52,694,671 |
| Carrying amount | ||||
| At 31 December 2023 - Restated | 7,296,758 | 145,397,598 | 177,914,621 | 330,608,977 |
| At 30 June 2024 | 9,073,092 | 302,710,994 | 116,803,229 | 428,587,315 |
During the six-month period ended 30 June 2024, the amortisation of intangible assets amounted to 5,833,496 Euros, and were recorded in the condensed consolidated income statement line item "Amortisation and depreciation".
The increase in the caption "Other Intangible assets" in the six-month period ended 30 June 2024 essentially refers to the acquisitions of groups of assets made by Greenvolt International Power, mainly relating to Tandarei Solar (47.0 million Euros), Agro-Sunce (29.6 million Euros) and Hoegholm Energiepark (6.9 million Euros), as well as the acquisitions of groups of assets made by SEO (12.5 million Euros). It should be noted that these acquisitions correspond to the acquisition of companies that the Group considered to be acquisitions of assets and not business combinations (under IFRS 3).
In the six-month period ended 30 June 2024, in accordance with the existing business plan for the Group's business units, the Board of Directors understands that there are no evidences of impairment in the Group.
According to current Portuguese legislation, tax returns are subject to review and correction by the Portuguese tax authorities during a period of four years (five years for Social Security), except when there have been tax losses, tax benefits granted, or when inspections, complaints or challenges are in progress, in which cases, depending on the circumstances, the deadlines are extended or suspended. Therefore, the Group's tax returns since 2020 may still be subject to review.
With reference to the fiscal year 2024, Greenvolt is taxed under the special group taxation regime ("RETGS"), being the parent company of the tax group that also comprises the following companies:
In accordance with tax legislation in Poland, Romania, Italy, Greece, Bulgaria, Serbia, Hungary and Japan, tax returns are subject to review and correction by the tax authorities for a period of five years. In France, United States of America and Denmark, legislation provides a three year period for reviewing and correcting tax returns, and, in Iceland and Croatia, such period is six years.
Under English, Spanish, German, Irish and Singaporean law, tax returns are subject to review and correction by the tax authorities for a period of four years.
The Group's Board of Directors considers that any corrections resulting from reviews/inspections by the tax authorities to those tax returns will not have a material effect on the condensed consolidated financial statements for the six-month period ended 30 June 2024.
As at 30 June 2024 and 31 December 2023, the line items "Trade receivables" and "Assets associated with contracts with customers" can be detailed as follows:
| 30.06.2024 | 31.12.2023 | |
|---|---|---|
| Trade receivables | 44,885,496 | 30,900,529 |
| Assets associated with contracts with customers | 114,009,539 | 109,178,689 |
| 158,895,035 | 140,079,218 |
As at 30 June 2024, the variation in the line item " Trade receivables" (when compared to 31 December 2023) is, essentially, explained by the change in:
Regarding the line item "Assets associated with contracts with customers", the variation, when compared to 31 December 2023, is essentially explained by the change in the amounts to be receivable from Energa, associated with the agreement for the sale of assets in Poland (58.6 MW), in the amount of 9.5 million Euros.
As at 30 June 2024, the variation in the line item "Other receivables - current" (compared to 31 December 2023) is essentially explained by the reclassification to current assets of the loans granted to entities covered by the partnership with Infraventus (joint-ventures of Greenvolt's Group), in the amount of 29.3 million Euros, as well as by new loans granted during the first half of 2024 in the amount of 11.3 million Euros.
Additionally, it should be noted that the loans previously granted to Maxsolar Bidco (and correspondent interest) were repaid, in the total amount of 32.4 million Euros, as well as converted into equity and shareholders loans, in the amount of 5.6 million Euros. On the other hand, new loans were granted to this entity during the first half of 2024, amounting to 24.5 million Euros, of which only 12.5 million Euros are still outstanding as at 30 June 2024.
As at 30 June 2024 and 31 December 2023, the detail of "Cash and cash equivalents" was as follows:
| 30.06.2024 | 31.12.2023 | |
|---|---|---|
| Bank deposits | 250,675,808 | 220,787,682 |
| Term deposits | 75,833,867 | 242,728,952 |
| Cash and cash equivalents balances on the statement of financial position |
326,509,675 | 463,516,634 |
| Bank overdrafts | — | (202,242) |
| Cash and cash equivalents balances in the statement of cash flows |
326,509,675 | 463,314,392 |
As at 30 June 2024, the line item "Bank deposits" includes term deposits in the amount of 148,181,320 Polish Zlotys (34,388,796 Euros), at the level of the multiple subsidiaries of Greenvolt Power Group (549,816,950 Polish Zlotys as at 31 December 2023, corresponding to 126,700,530 Euros), as well as a term deposit related to the British subsidiary Tilbury Green Power Limited, in the amount of 30,000,000 Pounds Sterling (35,445,072 Euros; 5,239,000 Pounds Sterling as at 31 December 2023 corresponding to 6,028,422 Euros), and term deposits deposits from the Italian subsidiary Solarelit, totalling 6,000,000 Euros (5,000,000 Euros as at 31 December 2023).
Additionally, this caption also includes the following debt service reserve accounts:
It should be noted that the amount reflected in bank overdrafts includes credit balances on current accounts with financial institutions, which are included in the Condensed Consolidated Statement of Financial Position as at 31 December 2023 (nil balance as at 30 June 2024) under the line "Bank loans"(Note 17).
During the six-month periods ended 30 June 2024 and 2023, the payments related to financial investments are detailed as follows:
| 30.06.2024 | 30.06.2023 | |
|---|---|---|
| Acquisitions in the six-month period ended 30 June 2023: |
||
| Sun Records | — | (3,122,041) |
| Sun Terminal | — | (3,134,025) |
| Greenvolt Next Greece | — | (2,200,000) |
| Solarelit | — | (3,669,852) |
| — | (12,125,918) | |
| Acquisitions in the six-month period ended 30 June 2024: |
||
| Tertúlia Notável III | (5,202,761) | — |
| Tertúlia Notável VI | (5,332,713) | — |
| Trivial Decimal II | (4,312,512) | — |
| Solarelit (price adjustment) | (310,953) | — |
| (15,158,939) | — | |
| (15,158,939) | (12,125,918) |
As at 31 December 2023, the share capital of Greenvolt was fully subscribed and realised, and was composed of 139,169,046 ordinary, book-entry, nominative shares, without nominal value.
In June 2024, an increase in Greenvolt's share capital took place, which included the issue of 24,065,362 new ordinary, book-entry and nominative shares, without nominal value, as a result of the conversion of all the convertible bonds issued by Greenvolt on 8 February 2023, in the amount of 200,000,000 Euros, and subscribed by GV Investor Bidco S.à.r.l. (GV Investor, of KKR Group). The new shares are fungible with the other existing shares and, from the issue's date, giving GV Investor the same rights as those of the existing shares before the increase. As a result, Greenvolt's share capital increased from 367,094,274.92 Euros to 567,094,274.62 Euros, and is now represented by 163,234,408 ordinary, book-entry, nominative shares, without nominal value.
On 14 July 2021, V-Ridium Europe Sp. z.o.o. subscribed 11,200,000 shares of Greenvolt, with an issuance premium in the amount of 8,400,000 Euros.
Additionally, as provided by IAS 32, the transaction costs associated with the issue of new shares, in the amount of 11,890,429 Euros (7,627,388 Euros related to the total costs with the capital increase occurred in 2021 and 4,263,041 Euros related to the capital increase occurred in 2022), were accounted for as a deduction from equity, in caption "Issuance premium", as they represent incremental costs, directly attributable to the issue of new shares.
Subsequently, in June 2024, with the conversion of all the convertible bonds issued by Greenvolt into capital, the issuance premium for the new shares, amounting to 5,219,325 Euros, was recognised under this heading. In addition, the transaction costs associated with the issue of the convertible bonds, totalling 3,243,601 Euros, previously recorded under "Bond loans" (2,540,688 Euros, regarding the Liabilities component) and "Other equity instruments" (702,913 Euros, related to the Equity component) were reclassified to this line item.
As at 31 December 2023, "Other equity instruments" (35,966,542 Euros) reflects the option premium component which is embedded into the convertible bonds (Note 17). Currently, the reserve amount corresponds to the initial valuation of the portion of the compound instruments that meets the definition of an equity instrument (36,669,455 Euros) net of transaction costs allocated proportionally to the equity component (702,913 Euros).
As mentioned above, in June 2024, all the convertible bonds issued by Greenvolt were converted into equity. As a result of this operation, the amount recorded under "Other equity instruments" was reclassified to "Share capital" (positive impact of 36,669,455 Euros) and "Issuance premiums deducted from costs with the issue of shares" (negative impact of 702,913 Euros).
The Portuguese commercial legislation establishes that at least 5% of the annual net profit must be allocated to the "Legal reserve" until it represents at least 20% of the share capital.
As at 30 June 2024 and 31 December 2023, the Group's condensed consolidated financial statements showed the amount of 308,228 Euros related to the legal reserve, which may not be distributed to the shareholders. except in the event of closing of the Group, but can be used to absorb losses after the other reserves have been exhausted, or incorporated into capital.
As at 30 June 2024 and 31 December 2023, the detail of "Other reserves and retained earnings" was as follows:
| 30.06.2024 | 31.12.2023 Restated (Note 6) |
|
|---|---|---|
| Retained earnings | 49,391,662 | 48,198,953 |
| Other reserves | (56,094,158) | 14,192,382 |
| Currency translation reserves | 4,004,781 | 14,153,153 |
| Fair-value of derivative financial instruments | (15,366,774) | (16,164,596) |
| (18,064,489) | 60,379,892 |
The change in the line item "Other reserves" in the six-month period ended 30 June 2024 is essentially explained by the acquisition of the remaining share capital of KSME (Note 4). Greenvolt now holds 100% of the share capital of this subsidiary. This transaction had a negative impact on "Other reserves" of 70,072,560 Euros.
The line item "Currency translation reserves" corresponds to the amount resulting from the variation in national currency of the net assets of the companies included in the consolidation perimeter, denominated in foreign currency as a result of a change in the respective exchange rate.
The exchange rates used for the conversion of balances and transactions in foreign currencies to Euros were as follows:
| 30.06.2024 | ||||
|---|---|---|---|---|
| End of the period |
Average of the period |
|||
| Pound Sterling (GBP) | 0.8464 | 0.8550 | ||
| Polish Zloty (PLN) | 4.3090 | 4.3165 |
The subsidiary Lakeside Bidco Limited (Lakeside Bidco) has derivative financial instrument contracts associated with hedging interest rate and inflation rates changes. These instruments are recorded at fair value. As at 30 June 2024 and 31 December 2023, changes in the fair value of cash flow hedging derivatives were booked in equity, partially in the Group and partially in the component that affects non-controlling interests according to the percentage of interests.
Additionally, during the financial year ended 31 December 2022, derivative financial instruments were contracted to hedge interest rate fluctuations, by Greenvolt and Greenvolt Power Group (through the subsidiaries LJG Green Source Energy Alpha and Augusta Energy), and exchange rate fluctuations, by
Greenvolt Next Portugal. As at 30 June 2024 and 31 December 2023, changes in the fair value of cash flow hedging derivatives were recorded in equity attributable to the Group.
Subsequently, during the first half of 2024, derivative financial instruments were contracted to hedge interest rate and exchange rate fluctuations, by Greenvolt Power Group (through the subsidiary Lite Power Rába 2016 Kft and V-Ridium Amvrakia Eregeiaki Anonimi Etaireia) and by Greenvolt - Energias Renováveis, respectively. As at 30 June 2024, changes in the fair value of cash flow hedging derivatives were recorded in equity attributable to the Group.
As at 30 June 2024, the subsidiaries with non-controlling interests are the following:
As at 30 June 2024 and 31 December 2023, the detail of "Bank loans", "Bond loans" and "Other loans" is as follows:
| Nominal value | Book value | |||||||
|---|---|---|---|---|---|---|---|---|
| 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 Restated (Note 6) |
|||||
| Current | Non current |
Current | Non current |
Current | Non current |
Current | Non current |
|
| Bank Loans ¹ | 52,205,366 311,430,297 | 44,980,434 224,990,583 | 52,736,378 308,779,140 | 44,324,269 223,239,498 | ||||
| Bond loans | 48,000,000 542,000,000 | 61,500,000 574,330,545 | 50,267,051 529,864,628 | 66,007,372 570,894,788 | ||||
| Commercial paper | 283,400,000 115,000,000 | 203,300,000 | 85,000,000 | 282,376,205 114,771,337 | 203,046,807 | 84,721,771 | ||
| 383,605,366 968,430,297 309,780,434 884,321,128 385,379,634 953,415,105 313,378,448 878,856,057 |
1) The nominal value referring to the project finance of the companies LJG Green Source Energy Alpha, Lite Power Rába 2016 e V-Ridium Amvrakia Energeiaki refers to the original nominal value of the loan, denominated in Euros, deducted from the amortizations made during 2023 (amounting 8,399,978 Euros) and from the amortizations made during the first six month of 2024 (amounting 6,154,669 Euros). The same applies to the nominal value of the revolving credit facilities in use, by the subsidiaries VRW11, VRS 14 and PVE 28. In this sense, the nominal value presented does not reflect the EUR-PLN exchange rate effect, in the total amount of 386,954 Euros (113,287 Euros as at 31 December 2023).
The book value includes accrued interest and set-up costs. These expenses were deducted from the nominal value of the respective loans, and are being recognised as interest expenses during the period of the loans to which they refer to.
As at 30 June 2024, the amount recorded under "Bank loans" mainly refers to loans contracted (i) in Pounds, by Lakeside Bidco, (ii) in Euros through the subsidiaries LJG Green Source Energy Alpha, Lite Power Rába 2016 Kft, and V-Ridium Amvrakia Energeiaki Single Member S.A., by Greenvolt – Energias Renováveis, S.A., and by Golditábua, S.A., as well as (iii) in Polish Zlotys by Augusta Energy's subsidiaries.
Regarding the bank loans granted to Augusta Energy's subsidiaries (namely VRS 2, VRS 4 and VRS 5), whose nominal value amounted to 62,432,068 Polish zlotys (14,488,760 Euros) as at 30 June 2024, it should be noted that they are fully recorded as current debt, given that, at the reporting date, the covenants associated with the contracts with the financing entity were not fully complied with. In accordance with IAS 1, this loan was recorded as current debt. Nevertheless, the Group expects this situation to be resolved in the short term.
In December 2023, the subsidiary Lite Power Rába 2016 Kft. contracted a Construction Facility, in the maximum amount of 36,000,000 Euros, to finance a Utility-Scale project in Hungary. This line expires in 2028 and, as at 30 June 2024, 30,972,096 Euros had been used.
Also in December 2023, the subsidiary V-Ridium Amvrakia Energeiaki Single Member S.A. contracted a Bond Loan in the maximum amount of 14,243,697 Euros to finance a Utility-Scale in Greece. This line has a maturity date of 2038 and, as at 30 June 2024, 11,009,733 Euros had been used.
The loans mentioned above, with the exception of the one related to Greenvolt, were contracted under a "Project Finance" regime, whose terms include financial covenants customary in this type of financing, negotiated in accordance with the applicable market practices.
Furthermore, in 2023, Greenvolt, through its subsidiary Greenvolt Power Group, contracted a Revolving Credit Facility in the amount of 90,000,000 Euros to finance the construction of Utility-Scale projects in Poland. This line expires in 2027 and, as at 30 June 2024, 53,356,668 Euros had been used.
Lastly, in the first quarter of 2024, Greenvolt, through its subsidiary Paraimo Green, contracted a bank overdraft in the amount of 9,500,000 Euros, which was still fully unused as at 30 June 2024. In addition to this amount, there is available a revolving credit facility of 300,000 Euros at Greenvolt Next Portugal.
During the six-month period ended 30 June 2024, Greenvolt issued the following bond loans:
As at 30 June 2024, the bond loans include, in nominal terms, an amount of 390,000,000 Euros related to the Issuance of Green Bonds (40,000,000 Euros related to the Green Bond of Sociedade Bioelétrica do Mondego and 350,000,000 Euros related to the three Green Bonds of Greenvolt, issued in 2021, 2022 and 2024, respectively).
The aforementioned bond issuance is part of Greenvolt's financial strategy of strengthening its capital structure, extending the debt maturity profile and diversifying the sources and types of funding. This issuance was made in accordance with the Green Bond Framework and supported by a Second-Party Opinion issued by an independent company specialised in research, ratings and ESG information, confirming that the Green Bond Framework is in line with the Green Bond Principles (2021 version) published by the International Capital Market Association (ICMA).
Finally, it is also important to mention the issuance of conditionally convertible bonds during the year ended 31 December 2023, in the amount of 200,000,000 Euros, which were fully subscribed by the global infrastructure fund managed by Kohlberg Kravis Roberts & Co. L.P. (KKR). These bonds bear an annual interest rate of 4.75%, have a maturity of seven years and provide the possibility of conversion into Greenvolt's ordinary shares (which took place in June 2024, as detailed below). At the initial recognition, the fair value of the Liability component amounted to 163,330,545 Euros. The calculation has been made based on the fair value of identical liabilities without the conversion option, and considering a market rate to discount the accounting flows of the liability. The Equity component, in the amount of 36,669,455 Euros, was calculated by difference (Note 16).
In June 2024, the legal right to convert the conditionally convertible bonds into Greenvolt's ordinary shares was exercised by KKR (Notes 16 and 27). As at the conversion date (i.e. 4 June 2024), the fair value of the Liabilities component, net of the transaction costs allocated proportionally to the Liabilities, amount to 169,070,293 Euros (167,813,728 Euros as at 30 December 2023). From this amount, 3,061,111 Euros were related to interest accrued until the conversion date, which were paid to KKR upon conversion. The remaining amount (166,009,182 Euros) was reclassified from the caption "Bond loans" to the following equity captions:
As at 30 June 2024, Greenvolt Group has contracted renewable commercial paper programs without placement guarantee in the maximum amount of 150,000,000 Euros and renewable commercial paper programs with placement guarantee in the maximum amount of 289,000,000 Euros (150,000,000 Euros of commercial paper without placement guarantee and 253,500,000 Euros of commercial paper with placement guarantee as at 31 December 2023), subscribed by various subsidiaries of the Greenvolt Group, which bear interest at a rate corresponding to the Euribor of the respective issuance period (between 7 and 364 days) plus spread. As at 30 June 2024, the total amount available for use amounts to 40,600,000 Euros, of which 39,700,000 Euros without placement guarantee and 900,000 Euros with placement guarantee (115,200,000 euros of which 67,200,000 Euros without placement guarantee and 48,000,000 Euros with placement guarantee as at 31 December 2023).
Those issues include a tranche in the amount of 115,000,000 Euros classified as non-current debt, relating to programmes that do not allow early termination by the counterparty, and where there is firm underwriting of the issues by the financial institution. In this sense, the Board of Directors classified this debt based on the term without waiver of these commercial papers, assuming their maintenance in refinancing for periods longer than 12 months.
The book value of the loans is not expected to differ significantly from their fair value. The fair value of the loans is determined based on the discounted cash flow methodology.
As at 30 June 2024, the companies of Greenvolt Group had in force derivative financial instrument contracts associated with hedging interest rate, inflation rate changes and exchange rate. These instruments are recorded at fair value, based on assessments carried out by specialized external entities, which were subject to internal validation. In addition, the companies also had in place Virtual Power Purchase Agreements (vPPAs), which are classified as derivative financial instruments, in accordance with IFRS 9, and are valued at fair value using valuation techniques by an independent expert, with variations being recognized as a profit or loss.
Greenvolt Group's companies only use derivatives to hedge cash flows associated with operations generated by their activity. The Group conducts operations with counterparties that have a high national and international prestige and recognition, considering their respective risk ratings.
| 30.06.2024 | 31.12.2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Asset | Liability | Asset | Liability | |||||
| Current | Non current |
Current | Non current |
Current | Non current |
Current | Non current |
|
| Interest rate derivatives |
5,401,639 | 16,609,263 | — | 741,582 | 5,273,656 | 13,773,875 | — | 876,639 |
| Inflation rate derivatives (RPI) |
— | — | 4,380,783 | 57,573,595 | — | — | 3,762,847 | 56,216,492 |
| Exchange rate derivatives |
98,889 | — | 163,585 | — | 1,319 | — | 13,519 | — |
| Virtual PPAs | 291,143 | 27,371,358 | 161,555 | 90,546 | — | 18,840,056 | 1,218,710 | 497,383 |
| 5,791,671 | 43,980,621 | 4,705,923 | 58,405,723 | 5,274,975 | 32,613,931 | 4,995,076 | 57,590,514 |
As at 30 June 2024 and 31 December 2023, the fair value of derivative financial instruments is as follows:
Following the acquisition of Tilbury, an interest rate derivative contract was established, with the objective of mitigating the volatility risk regarding the evolution of the interest rate of the new loan contracted in 2021, with a nominal value of approximately 120 million Pounds. In this case, the variable interest rate (indexing) "SONIA" was exchanged for a fixed interest rate of 0.8658%.
Additionally, it should be noted that, in March 2022, the companies VRS 2, VRS 4 and VRS 5 entered into derivative derivative financial instruments contracts associated with the hedging of interest rate variations, with an open accumulated notional value of 48,467,689 Polish zlotys , which aim to mitigate the volatility regarding the evolution of the interest rate in Poland. In this case, the variable interest rate (index) "WIBOR 3 Months" was exchanged for a fixed rate of 5.15% in Polish zlotys, with the operation maturing in February 2032. These derivative financial instruments became part of Greenvolt Group's consolidated balance sheet following the acquisition of control over these entities by the Group at the end of June 2023, which, until then, were classified as joint ventures.
Additionally, during the third quarter of 2022, Greenvolt contracted interest rate derivatives in order to mitigate the volatility risk concerning the interest rate evolution of the bond loan issued in June 2022, with a nominal value of 50,000,000 Euros. These derivatives matured during the second quarter of 2024. Following the new bond issuance, with a nominal value of 50,000,000 Euros, in June 2024, new interest rate derivatives were contracted with the same amount.
At the end of the fourth quarter of 2022, interest rate derivative contracts were signed with the objective of mitigating the risk of volatility regarding the evolution of the interest rate on the bank loan, under a project finance regime, obtained by the Romanian subsidiary LJG Green Source Energy Alpha. These interest rate derivative contracts have a nominal value of 23,785,500 Euros, with reference to 30 June 2024 (27,069,000 Euros as at 31 December 2023).
During the first quarter of 2024, an interest rate derivative contract was signed for the mitigation of the risk of volatility regarding the evolution of the interest rate on the bank loan, under a project finance regime, obtained by the Hungarian subsidiary Lite Power Rába 2016. This interest rate derivative contract has a nominal value of 23,400,000 Euros as at 30 June 2024.
Subsequently, during the second quarter of 2024, it was signed an interest rate derivative with the aim to mitigate the volatility regarding the evolution of the interest rate of the bank loan, under a project finance regime, obtained by the Greek subsidiary V-Ridium Amvrakia Eregeiaki Anonimi Etaireia. This interest rate derivative contract has a nominal value of 1,068,277 Euros as of 30 June 2024.
These contracts were valued according to their fair value as at 30 June 2024, with the corresponding amount being recognised under the line item "Derivative financial instruments".
The growth of the ROC (Renewable Obligation Certificates) component of Tilbury's revenue is determined by the variation in the Retail Price Index (RPI) in the United Kingdom. With the aim of hedging the uncertainty associated with the evolution of the RPI, an inflation derivative contract was established, which fixed the annual growth of this index at 3.4532% until 2037.
Greenvolt Group uses exchange rate derivatives, mainly, in order to hedge future cash flows.
In this context, exchange rate derivative contracts were signed, with the objective of mitigating the exchange rate risk associated with fluctuations in the EUR/USD exchange rate, namely in the importation of photovoltaic panels by the Company, whose purchase price is denominated in USD.
The value of the exchange rate derivative contracts amounted to 3,628,320 US Dollars (3,298,524 Euros) as at 30 June 2024 (8,278,110 US Dollars (7,471,679 Euros) as at 31 December 2023), which will mature in August 2024.
During the six-month period ended 30 June 2024, Greenvolt – Energias Renováveis, S.A. contracted exchange rate derivatives to cover the exchange risk EUR-USD associated with purchases of equipment denominated in USD for some Group companies. The total forward purchases in USD was 3,980,864 US Dollars (3,664,841 Euros). All these operations had maturities of less than one year at the end of the six-month period ended 30 June 2024.
Still during the six-month period ended 30 June 2024, Greenvolt – Energias Renováveis, S.A. contracted exchange rate derivatives to cover the exchange risk EUR-GBP, as part of an ongoing acquisition process of a biomass plant in the United Kingdom. This operation has a maturity of less than one year and has a nominal value of 87,843,882 Euros as at 30 June 2024.
In accordance with the accounting policies adopted, these derivatives comply with the requirements to be classified as hedging instruments. The fair value assessment of the derivatives contracted by the Group was performed by the respective counterparties (financial institutions with whom such contracts were entered into).
During the second quarter of 2022, Greenvolt, through its existing partnership with KGAL, has entered into five bilateral long-term renewable energy supply agreements (vPPA – Virtual Power Purchase Agreement) with T-Mobile Polska, one of the largest Polish telecommunications operators. These agreements have a duration of 15 years, foreseeing the allocation of installed production capacity of 98 MW.
Two of these agreements were associated with the wind assets sold to Iberdrola Renewables Polska Sp. z o.o., having the sale process of these assets been completed in July 2023.
Regarding the other three contracts, associated with the solar assets (48 MW), these are being valued at fair value through profit or loss, in accordance with IFRS 9.
As at 30 June 2024, the fair value of these derivative financial instruments corresponding related to solar assets, amounts to 4,319,842 Euros (2,411,652 Euros as at 31 December 2023). It should be noted that these derivative financial instruments became part of Greenvolt Group's consolidated balance sheet since 30 June 2023, following the Group's acquisition of control of Augusta Energy.
As at 30 June 2024, the change in fair value of these derivative financial instruments, in the amount of 1,908,190 Euros, was recognised under "Other expenses" in the condensed consolidated income statement.
During the first half of 2023, the subsidiaries VRS 7 and Gemmi executed two vPPA contracts with BA Glass Poland, totalling 14.5 MW, which are being valued at fair value through profit or loss, in accordance with IFRS 9, being its fair value 417,097 Euros as at 30 June 2024 (negative fair value of 395,083 Euros as at 31 December 2023). It should be noted that, in the case of Gemmi, this derivative financial instrument became part of Greenvolt Group's consolidated balance sheet since 30 June 2023, following the Group's acquisition of control of Augusta Energy.
As at 30 June 2024, the change in fair value of these derivative financial instrument, in the amount of 812,180 Euros, was recognised under "Other income" in the condensed consolidated income statement.
In the second quarter of 2023, Greenvolt Group, through its subsidiary Golditábua, entered into a 10-year bilateral agreement for the long-term supply of renewable energy (vPPA) with Celbi, in Portugal (48 MW), in the form contract for differences (CfD). This instrument is being recorded at fair value through profit or loss, in accordance with IFRS 9, being its fair value 16,567,618 Euros as at 30 June 2024 (13,998,422 Euros as at 31 December 2023).
As at 30 June 2024, the change in fair value (net of amortisation of the fair value at the start date of the vPPA) in the amount of 2,569,196 Euros, was recognised under "Other income" in the condensed consolidated income statement.
During the third quarter of 2023, the subsidiary V-Ridium Amvrakia executed a vPPA contract in Greece totalling 24 MW, which is valued at fair value through profit or loss, in accordance with IFRS 9, amounting to 6,105,843 Euros as at 30 June 2024 (1,108,972 Euros as at 31 December 2023).
As at 30 June 2024, the change in fair value, in the amount of 4,996,871 Euros, was recognised under "Other income" in the condensed consolidated income statement.
In accordance with the requirements of IFRS 13, the vPPA contracts mentioned above, valued in accordance with IFRS 9, were classified as level 3 financial instruments. Hence, their fair value was calculated by an independent expert, based on valuation models whose main inputs are not observable in the market.
The movement in the fair value of the derivative financial instruments during the six-month period ended 30 June 2024 can be detailed as follows:
| Interest rate derivatives |
Inflation rate derivatives (RPI) |
Exchange rate derivatives |
Virtual PPAs | Total | |
|---|---|---|---|---|---|
| Opening balance | 18,170,892 | (59,979,339) | (12,200) | 17,123,963 | (24,696,684) |
| Changes in the consolidation perimeter |
— | — | — | — | — |
| Change in fair value | |||||
| Effects on equity | 2,587,407 | (364,796) | (65,688) | — | 2,156,923 |
| Effects on exchange rate translation |
511,021 | (1,610,243) | — | 20,947 | (1,078,275) |
| Effects on the income statement | 3,335,883 | (1,858,013) | 13,192 | 10,265,490 | 11,756,552 |
| Effects on the statement of financial position |
(3,335,883) | 1,858,013 | — | — | (1,477,870) |
| Closing balance | 21,269,320 | (61,954,378) | (64,696) | 27,410,400 | (13,339,354) |
The fair value of financial instruments is based, whenever possible, on market valuations. If there are restrictions, the fair value is determined through generally accepted valuation models, based on discounted future cash flow techniques and valuation models based on market data such as yield curves, energy price curves or exchange rates.
The following table shows the financial instruments that are measured at fair value after initial recognition, grouped into three levels according to the possibility of observing their fair value in the market:
| 30.06.2024 | |||
|---|---|---|---|
| Level 1 | Level 2 | Level 3 | |
| Financial assets recorded at fair value: | |||
| Derivative financial instruments (Note 18) | — | 22,109,791 | 27,662,501 |
| Financial liabilities recorded at fair value: | |||
| Other payables | — | — | 159,887,082 |
| Derivative financial instruments (Note 18) | — | 62,859,545 | 252,101 |
| 31.12.2023 | |||
| Level 1 | Level 2 | Level 3 | |
| Financial assets recorded at fair value: | |||
| Derivative financial instruments (Note 18) | — | 19,048,850 | 18,840,056 |
| Financial liabilities recorded at fair value: | |||
| Other payables | — | — | 114,719,301 |
| Derivative financial instruments (Note 18) | — | 60,869,497 | 1,716,093 |
As at 30 June 2024 and 31 December 2023, there are no financial assets whose terms have been renegotiated and which, if not, would fall due or impaired.
As at 30 June 2024, the change in the item "Other payables - non-current" compared to 31 December 2023 is essentially explained by the recognition of the estimated value of success fees and deferred payments (around 42.6 million Euros), arising from asset acquisitions made in the first half of 2024 by the subsidiaries Greenvolt International Power and Greenvolt Power Group.
On the other hand, the change in "Other payables - current" (compared to 31 December 2023) is, essentially explained by the following effects:
As at 30 June 2024 and 31 December 2023, the guarantees provided are detailed as follows:
| 30.06.2024 | 31.12.2023 | |
|---|---|---|
| Operational guarantees - Utility-Scale | 189,514,504 | 148,709,347 |
| Operational guarantees - Distributed Generation | 17,403,672 | 9,582,095 |
| Operational guarantees - Biomass | 147,200 | 147,200 |
| 207,065,376 | 158,438,642 |
As at 30 June 2024, the increase verified in operational guarantees of the Utility-Scale segment (compared to 31 December 2023) is essentially explained by:
The aforementioned increase is partially offset by the termination of the operational guarantees provided by Augusta Energy's subsidiaries, in particular PT Wólka Dobryńska and Monsoon Energy, amounting to 11.4 million Euros, as part of the completion of the sale process for these two assets.
Additionally, the increase verified in operational guarantees of the Distributed Generation segment (compared to 31 December 2023) is essentially explained by:
The remaining financial and operational guarantees provided by the Group are associated with liabilities that are already reflected in the Condensed Consolidated Statement of Financial Position and/or disclosed in the Notes.
During the third quarter of 2023, Iberdrola Renewables Polska sp. z o.o. (Iberdrola Polska) submitted a request for arbitration in which it presented a claim of 12.6 million Euros (which was reduced to 8.5 million Euros during the first quarter of 2024), corresponding to alleged losses arising from a difference between the actual wind data and those made available by the Group and KGAL during the due diligence process for the Pon-Therm Farma Wólka Dobrynska and Monsoon Energy (Podlasek Wind Farm) plants.
Based on the analysis carried out internally and the technical opinions received, as well as the opinions of legal advisors, Greenvolt considered that there is no solid ground for the claims presented in relation to the arguments and the nature of the claim presented by Iberdrola Polska, therefore the Group considers that the risk associated with this matter is reduced.
The subsidiaries of Greenvolt Group have relationships with related parties, which were carried out at market prices.
In the consolidation procedures, transactions between companies included in the consolidation using the full consolidation method are eliminated, since the consolidated financial statements present information on the holder and its subsidiaries as if they were a single company, and so such transactions are not disclosed under this note.
The transactions with related entities during the six-month periods ended 30 June 2024 and 2023 can be summarized as follows:
| Purchases and acquired Sales and services services rendered |
Interest income / (expenses) |
|||||
|---|---|---|---|---|---|---|
| Transactions | 30.06.2024 | 30.06.2023 | 30.06.2024 | 30.06.2023 | 30.06.2024 | 30.06.2023 |
| Joint ventures and associates (a): | ||||||
| MaxSolar Bidco GmbH | — | — | — | — | 1,362,934 | 1,029,530 |
| Infraventus (SPV's) | — | — | — | — | 373,122 | 75,291 |
| Other joint ventures and associates | — | — | 30,045 | 13,584 | 888,096 | 61,672 |
| (12,125,918) — | — | 30,045 | 13,584 | 2,624,152 | 1,166,493 | |
| Other related parties: | ||||||
| Equitix Fund 6 Healthcare Sector Holdco Limited |
— | 175,562 | — | — | (1,400,240) | (1,358,258) |
| KGAL ESPF 4 Holding S.a r.l. | — | — | — | — | (703,970) | — |
| NIC Solar Limited | — | — | — | — | 362,500 | 374,583 |
| Other related parties | 5,754 | 21,512 | 166,328 | 44,090 | — | — |
| (12,125,918) 5,754 | 197,074 | 166,328 | 44,090 | (1,741,710) | (983,675) | |
| 5,754 | 197,074 | 196,373 | 57,674 | 882,442 | 182,818 |
(a) Companies consolidated by the equity method (Note 8).
As at 30 June 2024 and 31 December 2023, the balances with related parties can be summarized as follows:
| Trade payables and Other payables |
Trade receivables and Other receivables |
Shareholders loans | ||||
|---|---|---|---|---|---|---|
| Balances | 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 |
| Joint ventures and associates (a): | ||||||
| MaxSolar Bidco GmbH | — | — | 5,695,933 | 2,795,552 | — | — |
| Infraventus (SPV's) | — | — | 730,649 | 392,255 | — | — |
| Other joint ventures and associates |
— | — | 337,104 | 277,984 | — | — |
| (12,125,918) — | — | 6,763,686 | 3,465,791 | — | — | |
| Other related parties: | ||||||
| Equitix Fund 6 Healthcare Sector Holdco Limited |
— | (413,681) | — | — | (40,525,532) | (39,468,384) |
| KGAL ESPF 4 Holding S.a r.l. | — | — | — | — | (27,835,017) | (27,126,884) |
| NIC Solar Limited | — | — | 1,631,250 | 1,268,750 | — | — |
| Other related parties | (82,185) | (82,087) | 73,841 | 128,239 | — | — |
| (82,185) | (495,768) | 1,705,091 | 1,396,989 | (68,360,549) | (66,595,268) | |
| (82,185) | (495,768) | 8,468,777 | 4,862,780 | (68,360,549) (66,595,268) |
| sreenvolt | |||
|---|---|---|---|
| Loans granted | |||
|---|---|---|---|
| Balances | 30.06.2024 | 31.12.2023 | |
| Joint ventures and associates (a): | |||
| MaxSolar Bidco GmbH | 61,465,146 | 48,297,891 | |
| Infraventus (SPV's) | 39,859,417 | 31,235,004 | |
| Other joint ventures and associates |
18,161,157 | 16,288,136 | |
| (12,125,918) 119,485,720 |
95,821,031 | ||
| Other related parties: | |||
| Equitix Fund 6 Healthcare Sector Holdco Limited |
— | — | |
| KGAL ESPF 4 Holding S.a r.l. | — | — | |
| NIC Solar Limited | 10,000,000 | 10,000,000 | |
| Other related parties | — | — | |
| (12,125,918) 10,000,000 | 10,000,000 | ||
| 129,485,720 | 105,821,031 |
(a) Companies consolidated by the equity method (Note 8).
The balances and transactions with joint ventures and associates correspond mainly to values with MaxSolar (Germany) and with companies covered by the partnership with Infraventus group (Portugal).
The caption "Shareholders loans" includes a loan obtained from a shareholder of one of Greenvolt's subsidiaries, Lakeside Topco Limited. This loan bears interest at a rate of 7% and the payment date of the loan is due on 31 March 2054. Thus, the entire nominal value of the loan was classified as non-current.
This caption also includes a loan obtained from a shareholder of one of Greenvolt Power Group's subsidiaries, Augusta Energy. These loans were granted within the scope of Augusta Energy's operational activity (i.e. the development and construction of solar and wind projects) and are expected to be repaid during 2024, therefore, the entire nominal value of the loans were recognized as current liabilities.
The book value of the shareholders loans is not expected to differ significantly from their fair value. The fair value of the shareholders loan is determined based on the discounted cash flow methodology.
As at 30 June 2024 and 2023, the reconciliation of the variation in "Shareholders loans" to cash flows is as follows:
| 30.06.2024 | 30.06.2023 | |
|---|---|---|
| Balance as at 1 January | 66,595,268 | 38,660,084 |
| Payments of shareholders loans obtained | (1,400,240) | (1,358,258) |
| Receipts of shareholders loans obtained | — | — |
| Change in the interest incurred | 2,135,820 | 1,358,258 |
| Effect of exchange rate variation | 1,029,701 | 1,038,990 |
| Change in debt | 1,765,281 | 27,392,899 |
| Balance as at 30 June | 68,360,549 | 66,052,983 |
During the six-month periods ended 30 June 2024 and 2023, there were no transactions with the Board of Directors, nor were they granted loans.
Earnings per share for the six-month periods ended 30 June 2024 and 2023 were calculated based on the following amounts:
| 30.06.2024 | 30.06.2023 Restated (Notes 6 and 7) |
|
|---|---|---|
| Number of shares for basic and diluted earning calculation | 142,474,728 | 139,169,046 |
| Earnings of continued operations for the purpose of calculating earnings per share |
(16,750,881) | (4,856,189) |
| Earnings of discontinued operations for the purpose of calculating earnings per share |
(2,228,545) | (2,942,612) |
| Earnings per share | ||
| From continuing operations | ||
| Basic | (0.12) | (0.03) |
| Diluted | (0.12) | (0.03) |
| From discontinued operations | ||
| Basic | (0.02) | (0.02) |
| Diluted | (0.02) | (0.02) |
As at 30 June 2024 and 2023, there were no dilution effects on the number of circulating shares.
The effect of the convertible bond loan was not included in the calculation of the diluted earnings per share since it was considered antidilutive for the six-month periods ended 30 June 2024 and 2023.
The Group has the following business segments:
These segments were identified taking into account the following criteria/conditions: the fact that they are Group units that carry out activities where revenues and expenses can be identified separately, for which separate financial information is developed, their operating results are regularly reviewed by management and on which it makes decisions about, for example, allocation of resources, the fact that they have similar products/services and also taking into account the quantitative threshold (as provided for in IFRS 8).
As mentioned in Note 7, Perfecta Energía (Distributed Generation segment) and Greenvolt Power France, subsidiary of the Greenvolt Power sub-group (Utility-Scale segment), are now reported as discontinued operations, which contribution to results is reflected in the condensed consolidated income statement in the line "Profit/(Loss) after tax from discontinued operations".
The Board of Directors will continue to assess the identification of operating segments in accordance with IFRS 8, through which they monitor operations and include them in the decision making process, considering the evolution of the Group's operations considering its current expansion strategy.
The contribution of the business segments to the condensed consolidated income statement for the sixmonth periods ended 30 June 2024 and 2023 is as follows:
| 30 June 2024 | Biomass and structure |
Utility-Scale | Distributed Generation |
Total | Eliminations | Consolidated |
|---|---|---|---|---|---|---|
| Operating income: | ||||||
| Sales | 80,404,873 | 20,786,058 | 162,830 | 101,353,761 | — | 101,353,761 |
| Sales - intersegmental | — | — | — | — | — | — |
| Services rendered | 8,204 | 13,593,491 | 44,742,392 | 58,344,087 | — | 58,344,087 |
| Services rendered - intersegmental | 1,252,851 | 413,480 | 565,228 | 2,231,559 | (2,231,559) | — |
| Other income | 1,553,554 | 25,634,222 | 1,141,409 | 28,329,185 | — | 28,329,185 |
| Other income - intersegmental | 180,611 | 67,928 | (85,787) | 162,752 | (162,752) | — |
| Total operating income | 83,400,093 | 60,495,179 | 46,526,072 | 190,421,344 | (2,394,311) | 188,027,033 |
| Operating expenses: | ||||||
| Cost of sales | (35,230,644) | (12,232,037) | (14,487,704) | (61,950,385) | 239,100 | (61,711,285) |
| External supplies and services | (20,625,319) | (16,626,118) | (27,172,908) | (64,424,345) | 2,988,994 | (61,435,351) |
| Payroll expenses | (6,643,061) | (14,475,171) | (9,935,341) | (31,053,573) | — | (31,053,573) |
| Provisions and impairment losses | — | 2,338 | (275,855) | (273,517) | 96,701 | (176,816) |
| Other expenses | (219,725) | (3,181,246) | (324,133) | (3,725,104) | — | (3,725,104) |
| Total operating expenses | (62,718,749) | (46,512,234) | (52,195,941) (161,426,924) | 3,324,795 | (158,102,129) | |
| Results related to investments in joint ventures and associates |
— | (3,409,880) | — | (3,409,880) | — | (3,409,880) |
| Earnings before interest, taxes, depreciation, amortisation |
20,681,344 | 10,573,065 | (5,669,869) | 25,584,540 | 930,484 | 26,515,024 |
| Amortisation and depreciation | (26,166,124) | |||||
| Impairment reversals / (losses) in non current assets |
(4,140,669) | |||||
| Other results related to investments | 5,749,151 | |||||
| Financial results | (21,107,310) | |||||
| Profit/(loss) before income tax and other contributions on the energy sector |
(19,149,928) | |||||
| Income tax | (1,708,141) | |||||
| Other contributions on the energy sector |
(877,293) | |||||
| Consolidated net profit from continuing operations |
(21,735,362) | |||||
| Profit/(Loss) after tax from discontinued operations |
(3,767,606) | |||||
| Consolidated net profit/(loss) for the period |
(25,502,968) | |||||
| Attributable to: | ||||||
| Equity holders of the parent | (18,979,426) | |||||
| Continued Operations | (16,750,881) | |||||
| Discontinued Operations | (2,228,545) | |||||
| Non-controlling interests | (6,523,542) | |||||
| Continued Operations | (4,984,481) | |||||
| Discontinued Operations | (1,539,061) | |||||
| Attributable to: | ||||||
| Equity holders of the parent | (18,979,426) | |||||
| Non-controlling interests | (6,523,542) | |||||
| (25,502,968) |
| 30 June 2023 Restated (Notes 6 and 7) |
Biomass and structure |
Utility-Scale | Distributed Generation |
Total | Eliminations | Consolidated |
|---|---|---|---|---|---|---|
| Operating income: | ||||||
| Sales | 77,362,013 | 9,520,463 | 28,513 | 86,910,989 | — | 86,910,989 |
| Sales - intersegmental | — | — | — | — | — | — |
| Services rendered | — | 1,161,836 | 31,078,494 | 32,240,330 | — | 32,240,330 |
| Services rendered - intersegmental | 763,150 | 457,372 | 1,857,514 | 3,078,036 | (3,078,036) | — |
| Other income | 1,430,995 | 11,275,331 | 331,777 | 13,038,103 | — | 13,038,103 |
| Other income - intersegmental | 155,987 | — | — | 155,987 | (155,987) | — |
| Total operating income | 79,712,145 | 22,415,002 | 33,296,298 | 135,423,445 | (3,234,023) | 132,189,422 |
| Operating expenses: | ||||||
| Cost of sales | (30,127,813) | (628,558) | (18,202,782) | (48,959,153) | 24,565 | (48,934,588) |
| External supplies and services | (19,989,160) | (8,904,394) | (11,954,885) | (40,848,439) | 3,165,203 | (37,683,236) |
| Payroll expenses | (4,827,595) | (6,420,242) | (3,900,664) | (15,148,501) | — | (15,148,501) |
| Provisions and impairment losses | — | 69,204 | (24,454) | 44,750 | — | 44,750 |
| Other expenses | (347,951) | (839,956) | (161,384) | (1,349,291) | — | (1,349,291) |
| Total operating expenses | (55,292,519) | (16,723,946) | (34,244,169) (106,260,634) | 3,189,768 | (103,070,866) | |
| Results related to investments in joint ventures and associates |
— | 14,819,689 | — | 14,819,689 | — | 14,819,689 |
| Earnings before interest, taxes, depreciation, amortisation |
24,419,626 | 20,510,745 | (947,871) | 43,982,500 | (44,255) | 43,938,245 |
| Amortisation and depreciation | (24,259,443) | |||||
| Impairment reversals / (losses) in non current assets |
— | |||||
| Other results related to investments | (4,807,434) | |||||
| Financial results | (27,942,493) | |||||
| Profit/(loss) before income tax and other contributions on the energy sector |
(13,071,125) | |||||
| Income tax | 7,317,409 | |||||
| Other contributions on the energy sector |
(1,455,692) | |||||
| Consolidated net profit from continuing operations |
(7,209,408) | |||||
| Profit/(Loss) after tax from discontinued operations |
(4,873,703) | |||||
| Consolidated net profit/(loss) for the financial year |
(12,083,111) | |||||
| Attributable to: | ||||||
| Equity holders of the parent | (7,798,801) | |||||
| Continued Operations | (4,856,189) | |||||
| Discontinued Operations | (2,942,612) | |||||
| Non-controlling interests | (4,284,310) | |||||
| Continued Operations | (2,353,219) | |||||
| Discontinued Operations | (1,931,091) | |||||
| Attributable to: | ||||||
| Equity holders of the parent | (7,798,801) | |||||
| Non-controlling interests | (4,284,310) | |||||
| (12,083,111) |
During the six-month periods ended 30 June 2024 and 2023, total revenues (sales and services rendered) by market are detailed as follows:
| 30.06.2024 | 30.06.2023 Restated (Note 7) |
|
|---|---|---|
| Portugal | 71,411,950 | 68,365,411 |
| United Kingdom | 30,964,729 | 28,479,395 |
| Poland | 20,071,142 | 10,626,882 |
| Ireland | 14,506,223 | — |
| Romania | 11,106,950 | 2,715,459 |
| Italy | 4,839,711 | 5,223,905 |
| Hungary | 2,993,360 | — |
| Spain | 2,113,392 | 3,607,636 |
| Other countries | 1,690,391 | 132,631 |
| 159,697,848 | 119,151,319 |
The financial results during the six-month periods ended 30 June 2024 and 2023 can be detailed as follows:
| 30.06.2024 | 30.06.2023 Restated (Note 7) |
|
|---|---|---|
| Financial expenses: | ||
| Interest expenses | 41,575,316 | 22,921,091 |
| Losses in derivative instruments | 1,724,036 | 619,604 |
| Exchange rate losses | 38,437,410 | 18,779,041 |
| Other financial expenses | 3,180,960 | 2,212,147 |
| 84,917,722 | 44,531,883 | |
| Financial income: | ||
| Interest income | 9,410,424 | 5,463,828 |
| Exchange rate gains | 50,946,044 | 8,804,781 |
| Gains in derivative instruments | 3,335,883 | 2,314,190 |
| Other financial income | 118,061 | 6,591 |
| 63,810,412 | 16,589,390 |
On 21 December 2023, Gamma Holdco S.à r.l. ("Gamma Lux") announced the signing of a share purchase agreement with each of the selling shareholders (i.e. Actium Capital, S.A.; Caderno Azul, S.A.; Livrefluxo, S.A.; Promendo Investimentos, S.A.; V-Ridium Holding Limited; KWE Partners Ltd.; and 1 Thing Investments, S.A.) with reference to the acquisition of a total of shares representing 60.86% of Greenvolt's share capital and voting rights ("Share Purchase Agreements") and, in such context, the decision to launch a general and voluntary public der offer for the acquisition of all shares representing Greenvolt's share capital and voting rights that are not subject of the Share Purchase Agreements ("Tender Offer").
Subsequently, Gamma Lux assigned to GVK Omega, S.G.P.S., Unipessoal, Lda. ("GVK Omega" or "Offeror"), its contractual position as purchaser under each of the Share Purchase Agreements and appointed GVK Omega as offeror in the context of the Offer, being both entities affiliates of affiliated investment funds advised by Kohlberg Kravis Roberts & Co. L.P. or its affiliates.
As disclosed on 5 April 2024, Gamma Lux has entered into a total return equity swap with Mediobanca – Banca di Credito Finanziario S.p.A. ("Mediobanca") under which the voting rights attaching to the shares acquired by Mediobanca under the swap are attributable to Gamma Lux.
The transactions contemplated in the Share Purchase Agreements have been completed on 31 May 2024 and, as a consequence of the attribution to the Offeror of more than 50% of the voting rights attached to Greenvolt's shares, the Tender Offer has been converted into a general and mandatory tender offer.
On 3 June 2024, GV Investor Bidco, S.à r.l. communicated the exercise of the conversion right pertaining to the convertible bonds issued by Greenvolt named "€200,000,000 4.75 per cent. Senior Unsecured Conditionally Convertible Bonds due 2030", leading to the subscription of 24,065,362 new ordinary shares. As a result of the aforementioned events, 83.62% of Greenvolt's share capital has become attributable to KKR & Co. Inc..
Following the change in the shareholding structure of Greenvolt, a Shareholders' General Meeting was held on 12 June 2024, having, among others, approved the amendment of the Company's Articles of Association (including the number of the members of the Board of Directors, Supervisory Board and Remuneration Committee) and the new members of the Board of Directors for the 2024 term of office: Vincent Olivier Policard, Bernardo Maria de Sousa e Holstein Salgado Nogueira, João Manuel Manso Neto, Cristina González Rodríguez, Sérgio Paulo Lopes da Silva Monteiro and Maria Joana Dantas Vaz Pais. By resolution of the Board of Directors on June 14, 2024, Mr. João Manso Neto has been appointed as Chief Executive Officer (CEO) for the 2024 term.
With reference to 16 September 2024, the Offeror increased the offer price from 8.30 Euros per share to 8.3107 Euros per share (corresponding to the conversion ratio applied to convertible bonds of 200,000,000 Euros). At that date, KKR & Co. Inc held a total of 84.87% of Greenvolt's share capital and voting rights.
Greenvolt Group, through Greenvolt Power, has reached an agreement with Nuveen Infrastructure for the sale of a solar photovoltaic portfolio distributed across various regions of Italy for 18.7 million Euros. A total of 19 projects, expected to reach Ready-to-Build between 2024 and 2025, will be sold in phases, collectively providing 153 MWp of clean solar energy.
Greenvolt Group has launched a green commercial paper program on the Mercado Alternativo de Renta Fija (MARF) of Bolsas y Mercados Españoles (BME). The aim is to obtain up to 75 million Euros to strengthen the range of financing sources and accelerate the development of renewable energy projects in the portfolio.
By the end of July, Mortágua I ppwer plant definitely ceased the production, due to the end of the regulatory useful life of 25 years, allowing the start of works on Mortágua II power plant.
These condensed consolidated financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU), some of which may not conform or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
João Manuel Manso Neto
The accompanying condensed consolidated financial statements were approved by the Board of Directors and authorized for issue on 30 September 2024.
The Board of Directors Vincent Olivier Policard Bernardo Maria de Sousa e Holstein Salgado Nogueira Cristina González Rodríguez Maria Joana Dantas Vaz Pais Sérgio Paulo Lopes da Silva Monteiro
| Company | Registered office |
Effective held percentage | Main activity | ||
|---|---|---|---|---|---|
| June 2024 |
December 2023 |
||||
| Parent company: | |||||
| Greenvolt – Energias Renováveis, S.A. | Porto | Electricity generation and holding company | |||
| Subsidiaries: | |||||
| Ródão Power – Energia e Biomassa do Ródão, S.A. | Vila Velha de Ródão |
100% | 100% | Electricity generation using waste and biomass sources | |
| Sociedade Bioelétrica do Mondego, S.A. | Figueira da Foz | 100% | 100% | Electricity generation using waste and biomass sources | |
| Golditábua, S.A. | Figueira da Foz | 100% | 100% | Electricity generation | |
| Sociedade de Energia Solar do Alto Tejo (SESAT), Lda. | Nisa | 80% | 80% | Renewable energies | |
| Paraimo Green, Lda. | Lisbon | 100% | 100% | Electricity generation | |
| Greenvolt Energias Renovaveis Holdco Limited | Norwich | 100% | 100% | Holding | |
| Lakeside Topco Limited | Norwich | 51% | 51% | Holding | |
| Lakeside Bidco Limited | Norwich | 51% | 51% | Holding | |
| Tilbury Green Power Holdings Limited | Essex | 51% | 51% | Holding | |
| Tilbury Green Power Limited | Essex | 51% | 51% | Electricity generation using biomass from urban waste wood |
|
| Hamlet Topco Limited | Norwich | 100% | — | Holding | |
| Hamlet Bidco Limited | Norwich | 100% | — | Holding | |
| Greenvolt Next Holding, S.A. | Lisbon | 100% | 100% | Holding | |
| Greenvolt Comunidades, S.A. | Figueira da Foz | 100% | 100% | Promotion, development and management of self consumption installations |
|
| Greenvolt Comunidades II, S.A. | Figueira da Foz | 100% | 100% | Promotion, development and management of self consumption installations |
|
| Saturn Caravel, Lda. | Aveiro | 100% | 100% | Installation of distributed solar energy production units | |
| Greenvolt Next Portugal, Lda. | Mafra | 70% | 70% | Installation of distributed solar energy production units (B2B) |
|
| Greenvolt Next Portugal II Invest, Unipessoal, Lda. | Mafra | 70% | 70% | Development and financing of projects to improve energy efficiency through solar energy |
|
| Greenvolt Next Polska Sp. z.o.o | Warsaw | 70% | 70% | Development and financing of projects to improve energy efficiency through solar energy |
|
| Greenvolt Next Polska Invest Sp. z.o.o | Warsaw | 69% | — | Development and financing of projects to improve energy efficiency through solar energy |
|
| Ibérica Renovables, S.L. | Seville | 53% | 53% | Installation of distributed solar energy production units | |
| IRFV - Ibérica Renovables, Lda | Lisbon | 53% | 53% | Installation of distributed solar energy production units | |
| Trigenio General Servicios Empresariales, S.L. | Seville | 52% | 52% | No activity | |
| Greenvolt Next España, S.L. | Madrid | 50% | 50% | Installation of distributed solar energy production units | |
| Vipresol, S.L. | Albacete | 45% | 45% | Installation of distributed solar energy production units | |
| Greenvolt Invest España, S.L. | Madrid | 50% | — | Installation of distributed solar energy production units | |
| Greenvolt Next Greece, S.A. | Attica | 51% | 51% | Installation of distributed solar energy production units | |
| Greenvolt Next Greece Invest, S.A. | Attica | 51% | — | Installation of distributed solar energy production units | |
| Glensol Capital Investors Ike | Attica | 51% | — | Installation of distributed solar energy production units | |
| Solarelit, S.p.A. | Milan | 37% | 37% | Installation of distributed solar energy production units | |
| Greenvolt Next Italia Invest S.R.L | Milan | 37% | 37% | Installation of distributed solar energy production units | |
| Greenvolt Next Romania, S.A. | Bucharest | 60% | 99% | Installation of distributed solar energy production units | |
| Greenvolt Next Romania II Invest, S.A. | Bucharest | 99% | 99% | Installation of distributed solar energy production units | |
| Greenvolt Next France, S.A. | Lyon | 100% | 100% | Installation of distributed solar energy production units | |
| Greenvolt Next France Invest, S.A. | Lyon | 100% | — | Installation of distributed solar energy production units | |
| Renovatio South Asia Pte. Ltd. | Singapore | 50% | 50% | Installation of distributed solar energy production units | |
| PT Emerging Solar Indonesia | Bali | 50% | 50% | Installation of distributed solar energy production units | |
| Bioenergy Power Systems Limited | Waterford | 50% | 50% | Installation of distributed solar energy production units | |
| Bioenergy Power Systems (UK) Limited | London | 50% | — | Installation of distributed solar energy production units | |
| Sustainable Power Purchase Solutions Limited | Waterford | 50% | 50% | Installation of distributed solar energy production units | |
| Sustainable Power Purchase Solutions (UK) Limited |
London | 50% | — | Installation of distributed solar energy production units | |
| Greenvolt Biomass Mortágua, S.A. | Lisbon | 100% | 100% | Rendering of services and electricity generation using waste and biomass sources. |
|
| Dream Message Unipessoal, Lda. | Praia da Vitória |
100% | 100% | Development of solar and photovoltaic projects | |
| Tertulia Notável III, Lda (g) | Lisbon | 100% | 50% | Development of solar PV projects | |
| Tertulia Notável VI, Lda (g) | Lisbon | 100% | 50% | Development of solar PV projects |

| Registered Company Effective held percentage office |
Main activity | ||||
|---|---|---|---|---|---|
| June 2024 |
December 2023 |
||||
| Trivial Decimal II, Lda (g) | Lisbon | 100% | 50% | Development of solar PV projects | |
| Greenvolt International Power, S.A. | Lisbon | 100% | 100% | Holding | |
| S2Energy d.o.o | Zagreb | 100% | 100% | Installation of distributed solar energy production units | |
| Relay Standingfauld Limited | Warrington | 100% | 100% | Development and electricity generation using water sources |
|
| Relay Slimbridge Limited | Warrington | 100% | 100% | Development and electricity generation using water sources |
|
| Suttieside Energy Limited | Warrington | 100% | 100% | Development and electricity generation using water sources |
|
| Suttieside Battery Limited | Warrington | 100% | 100% | Storage systems distributor | |
| Ekosel Luka d.o.o. | Zagreb | 100% | 100% | Electricity generation | |
| Greenvolt Zagreb Energy Developments d.o.o. | Zagreb | 100% | 100% | Holding and project development | |
| Greenvolt International Power UK Holdco Limited | Norwich | 100% | 100% | Holding and project development | |
| Astley Gorse Solar Limited | Cheshire | 100% | — | Development of solar PV projects | |
| Greenvolt Power Japan, Lda. | Lisbon | 60% | 60% | Holding and project development | |
| Greenvolt Solar Japan KK | Tokyo | 60% | 60% | Holding and project development | |
| GVSJ01 LLC | Tokyo | 60% | — | Development of solar PV projects | |
| GVSJ02 LLC | Tokyo | 60% | — | Development of solar PV projects | |
| GVSJ03 LLC | Tokyo | 60% | — | Development of solar PV projects | |
| GVSJ04 LLC | Tokyo | 60% | — | Development of solar PV projects | |
| GVSJ05 LLC | Tokyo | 60% | — | Development of solar PV projects | |
| GVSJ06 LLC | Tokyo | 60% | — | Development of solar PV projects | |
| GVSJ07 LLC | Tokyo | 60% | — | Development of solar PV projects | |
| GVSJ08 LLC | Tokyo | 60% | — | Development of solar PV projects | |
| GVSJ09 LLC | Tokyo | 60% | — | Development of solar PV projects | |
| GVSJ10 LLC | Tokyo | 60% | — | Development of solar PV projects | |
| Luzada Renovables SL | Madrid | 100% | 100% | Electricity's production, transport and distribution | |
| Greenvolt Energy Developments Kft. | Budapest | 100% | 100% | Holding and project development | |
| Dilofo 1 S.M.P.C. | Attica | 100% | 100% | Development of solar PV projects | |
| Dilofo 2 S.M.P.C. | Attica | 100% | 100% | Development of solar PV projects | |
| Dilofo 3 S.M.P.C. | Attica | 100% | 100% | Development of solar PV projects | |
| Dilofo 4 S.M.P.C. | Attica | 100% | 100% | Development of solar PV projects | |
| Dilofo 5 S.M.P.C. | Attica | 100% | 100% | Development of solar PV projects | |
| Elzet Solar S.A. | Attica | 100% | 100% | Development of solar PV projects | |
| Høegholm Energipark ApS | Risskov | 100% | — | Development of solar PV projects | |
| Agro-Sunce d. o.o. | Zagreb | 100% | — | Development of solar PV projects | |
| Tandarei Solar s.r.l | Bucharest | 100% | — | Electricity generation | |
| Greenvolt Power Korea, Sociedade Unipessoal, Lda. | Lisbon | 100% | — | Holding and project development | |
| Greenvolt Libra, Sociedade Unipessoal, Lda. | Lisbon | 100% | — | Holding and project development | |
| GV Windpark 1 Verwaltungs GmbH | Munich | 100% | — | Development of wind projects | |
| Greenvolt Power Bess Sicilia 10 S.R.L. | Rome | 100% | — | Design, development and management of energy storage solutions |
|
| Greenvolt Power Bess Toscana 2 S.R.L. | Rome | 100% | — | Design, development and management of energy storage solutions |
|
| Tresa Energía, S.L. (f) | Madrid | 42% | 42% | Installation of distributed solar energy production units (B2C) |
|
| Perfecta Gestion, S.L. (f) | Madrid | 42% | 42% | Management and administrative processing services of projects and installations |
|
| Garuda Solar, S.L. (f) | Madrid | 25% | 25% | Installation of distributed solar energy production units | |
| Tresa Energía Industrial, S.L. (f) | Madrid | 42% | 42% | Installation of distributed solar energy production units (B2B) |
|
| Perfecta Industrial Finance, S.L. (f) | Madrid | 42% | 42% | Development and financing of projects to improve energy efficiency through solar energy |
|
| Henbury Asset Management, S.L. (f) | Madrid | 42% | 42% | Development and financing of projects to improve energy efficiency through solar energy |
|
| Greenvolt Power Group Sp. z o.o. | Warsaw | 100% | 100% | Holding | |
| Greenvolt Power Poland Sp. z o.o. | Warsaw | 100% | 100% | Project development | |
| Greenvolt Power Wind Poland Sp. z o.o. | Warsaw | 100% | 100% | Project development – wind energy | |
| VRW 1 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project | |
| VRW 2 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project | |
| VRW 3 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project | |
| VRW 4 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project | |
| VRW 5 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |

| Company | Registered office |
Effective held percentage | Main activity | |
|---|---|---|---|---|
| June 2024 |
December 2023 |
|||
| VRW 8 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 9 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 10 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 11 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 12 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 13 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 14 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 15 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 16 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 17 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 18 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 19 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 20 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 21 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 22 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 23 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 24 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 25 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 26 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 27 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 28 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 29 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 30 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 31 Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| EKO-EN Skibno 2 sp. z o.o. | Varsóvia | 100% | 100% | Wind energy project |
| FW Lubieszewo Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| V-Ridium Zaklików Sp z o.o. | Warsaw | 100% | 100% | Wind energy project |
| Radan NordWind Sp. z o.o. | Gliwice | 100% | 90% | Wind energy project |
| WPP FOREST WIND DOO | Belgrade | 100% | 100% | Wind energy project |
| WPP GREENWATT DOO | Belgrade | 100% | 100% | Wind energy project |
| WPP WEST WIND DOO | Belgrade | 100% | 100% | Wind energy project |
| WPP BLACK MUD DOO | Belgrade | 100% | 100% | Wind energy project |
| WPP EAST WIND ONE DOO | Belgrade | 100% | 100% | Wind energy project |
| WINDNET Sp. Z o.o. | Warsaw | 100% | 100% | Holding |
| Agat Energia Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| Ametyst Energia Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| Bursztyn Energia Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| Szafir Energia Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| Diament Energia Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| Koral Energia Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| Perła Energia Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| Rubin Energia Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| Szmaragd Energia Sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| Topaz Energia Sp. Z o.o. | Warsaw | 100% | 100% | Wind energy project |
| WINDNET 2 Sp. Z o.o. | Warsaw | 100% | 100% | Holding |
| Jowisz Energia Sp. Z o.o. | Warsaw | 100% | 100% | Wind energy project |
| Uran Energia Sp. Z o.o. | Warsaw | 100% | 100% | Wind energy project |
| V-Ridium Galicia Wind, S.L.U. | Madrid | 100% | 100% | Wind energy project |
| V-Ridium Wind Abruzzo 1 S.r.l. | Rome | 100% | 100% | Wind energy project |
| V-Ridium Wind Molise 1 S.r.l. | Rome | 100% | 100% | Wind energy project |
| V-Ridium Wind Molise 2 S.r.l. | Rome | 100% | 100% | Wind energy project |
| V-Ridium Wind Molise 3 S.r.l. | Rome | 100% | 100% | Wind energy project |
| V-Ridium Wind Molise 4 S.r.l. | Rome | 100% | 100% | Wind energy project |
| Greenvolt Power Iceland Ehf | Reykjavik | 70% | 100% | Wind energy project |
| Garpsdalorka Ehf. | Reykjavik | 100% | 100% | Wind energy project |
| V-Ridium Atlas Ltd | Sofia | 76% | 76% | Wind energy project |
| V-Ridium Mars EOOD | Sofia | 100% | 100% | Wind energy project |

| Company | Registered office |
Effective held percentage | Main activity | |
|---|---|---|---|---|
| June 2024 |
December 2023 |
|||
| Greenvolt Power Mercury Ltd | Sofia | 100% | 100% | Wind energy project |
| Greenvolt Wind 1 sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| Greenvolt Wind 2 sp. z o.o. | Warsaw | 100% | 100% | Wind energy project |
| Greenvolt Wind 3 Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| Greenvolt Wind 4 Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| Greenvolt Wind 5 Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| Greenvolt Wind 6 Sp. z o.o. | Warsaw | 100% | — | Wind energy project |
| FW Lubień 1 Sp. z o .o. | Warsaw | 100% | 100% | Wind energy project |
| VRW 6 Żółkiewka Sp. z o.o. (h) | Warsaw | 100% | 50% | Wind energy project |
| VRW 7 Kluczbork Sp. z o.o. (h) | Warsaw | 100% | 50% | Wind energy project |
| CGE 25 Sp. z o.o. (h) | Warsaw | 100% | 50% | Wind energy project |
| CGE 36 Sp. z o.o. (h) | Warsaw | 100% | 50% | Wind energy project |
| Greenvolt Power Solar Poland sp. z o.o. | Warsaw | 100% | 100% | Project development – Solar PV |
| VRS 1 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 3 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 6 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 7 Sp. z o.o. | Warsaw | 100% | 100% | Electricity generation using solar sources |
| VRS 8 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 9 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 10 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 11 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 12 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 13 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 14 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 15 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 16 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 18 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 19 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 22 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 23 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 24 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 25 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 26 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 27 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 28 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 29 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| VRS 30 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| Greenvolt Solar 8 Sp. z o.o. (a) | Warsaw | 100% | 100% | PV project |
| Merak Energia Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| Mizar Energia Sp. z o.o. | Warsaw | 51% | 51% | PV project |
| PVE 3 Sp. z o.o. | Warsaw | 100% | 100% | PV project |
| PVE 38 | Warsaw | 100% | 100% | PV project |
| PVE 270 | Warsaw | 100% | 100% | PV project |
| PVE 283 | Warsaw | 100% | 100% | PV project |
| Greenvolt Solar 1 sp. z o.o. | Warsaw | 100% | 100% | PV project |
| Greenvolt Solar 2 sp. z o.o. Greenvolt Solar 3 sp. z o.o. |
Warsaw Warsaw |
100% 100% |
100% 100% |
PV project PV project |
| Greenvolt Solar 4 sp. z o.o. | Warsaw | 100% | 100% | PV project |
| Greenvolt Solar 5 sp. z o.o. | Warsaw | 100% | 100% | PV project |
| Greenvolt Solar 6 sp. z o.o. | Warsaw | 100% | 100% | PV project |
| Greenvolt Solar 7 sp. z o.o. | Warsaw | 100% | 100% | PV project |
| Warlubie Solar sp. z o.o. | Warsaw | 100% | 100% | PV project |
| Green Venture Rotello S.r.l. | Pescara | 100% | 100% | PV project |
| V-Ridium Solar Marche 1 S.r.l. | Rome | 100% | 100% | PV project |
| V-Ridium Solar Abruzzo 1 S.r.l. | Rome | 100% | 100% | PV project |
| V-Ridium Solar Abruzzo 2 S.r.l. | Rome | 100% | 100% | PV project |
| V-Ridium Solar Abruzzo 3 S.r.l. | Rome | 100% | 100% | PV project |


| office | December | |
|---|---|---|
| June 2024 |
2023 | |
| Green Venturo Montenero S.r.l. Pescara 100% |
100% | PV project |
| Green Venturo Montorio S.r.l. Pescara 100% |
100% | PV project |
| Greenvolt Power BESS Sicilia 9 (b) Rome 100% |
100% | PV project |
| V-Ridium Solar Puglia 2 S.r.l. Rome 100% |
100% | PV project |
| V-Ridium Solar Puglia 3 S.r.l. Rome 100% |
100% | PV project |
| V-Ridium Solar Puglia 4 S.r.l. Rome 100% |
100% | PV project |
| V-Ridium Hybrid Puglia 2 S.R.L. Rome 100% |
100% | PV project |
| V-Ridium Hybrid Sicilia 1 S.R.L. Rome 100% |
100% | PV project |
| V-Ridium Hybrid Abruzzo 1 S.R.L. Rome 100% |
100% | PV project |
| V-Ridium Hybrid Molise 1 S.R.L. Rome 100% |
100% | PV project |
| V-Ridium Solar Calabria 1 S.r.l. Rome 100% |
100% | PV project |
| V-Ridium Solar Calabria 2 S.r.l. Rome 100% |
100% | PV project |
| V-Ridium Solar Calabria 3 S.r.l. Rome 100% |
100% | PV project |
| V-Ridium Solar Calabria 4 S.r.l. Rome 100% |
100% | PV project |
| V-Ridium Solar Calabria 5 S.r.l. Rome 100% |
100% | PV project |
| V-Ridium Solar Calabria 6 S.r.l. Rome 100% |
100% | PV project |
| V-Ridium Solar Calabria 7 S.r.l. Rome 100% |
100% | PV project |
| V-Ridium Hybrid Sicilia 2 S.r.l. Rome 100% |
100% | PV project |
| V-Ridium Solar Sicilia 1 S.r.l. Rome 100% |
100% | PV project |
| V-Ridium Solar Sicilia 2 S.r.l. Rome 100% |
100% | PV project |
| V-Ridium Solar Sicilia 3 S.r.l. Rome 100% |
100% | PV project |
| V-Ridium Solar Sicilia 5 S.r.l. Rome 100% |
100% | PV project |
| V-Ridium Solar Sicilia 6 S.r.l. Rome 100% |
100% | PV project |
| V-Ridium Solar Sicilia 7 S.r.l. Rome 100% |
100% | PV project |
| V-Ridium Solar ER 1 S.r.l. Rome 100% |
100% | PV project |
| V-Ridium Solar ER 2 S.r.l. Rome 100% |
100% | PV project |
| ARNG Solar I S.R.L. Pescara 100% |
100% | PV project |
| ARNG Solar III S.R.L. Rome 100% |
100% | PV project |
| ARNG Solar VI S.R.L. Rome 100% |
100% | PV project |
| ARNG Solar VII S.r.l Rome 100% |
100% | PV project |
| ARNG Solar VIII S.r.l. Pescara 100% |
— | PV project |
| V-Ridium Solar Sardegna 1 S.r.l. Rome 100% |
100% | PV project |
| V-Ridium Solar Lombardia 2 S.r.l. Rome 100% |
100% | PV project |
| V-Ridium Solar Campania 1 S.r.l. Rome 100% |
100% | PV project |
| VRS Toscana 1 Srl Rome 100% |
100% | PV project |
| VRS Lombardia 1 Srl Rome 100% |
100% | PV project |
| VRS Campania 2 Srl Rome 100% |
100% | PV project |
| VRS Calabria 8 Srl Rome 100% |
100% | PV project |
| VRS Abruzzo 4 Srl Rome 100% |
100% | PV project |
| VRH Campania 1 Srl Rome 100% |
100% | PV project |
| VRS Sardegna 2 Srl Rome 100% |
100% | PV project |
| Greenvolt Power Hybrid Puglia 1 S.r.l Rome 100% |
100% | PV project |
| Solar Green Venture S.r.l Rome 100% |
100% | PV project |
| Greenvolt Power Solar Lazio 1 S.r.l. Rome 100% |
100% | PV project |
| Greenvolt Power Solar Umbria 1 S.r.l. Rome 100% |
100% | PV project |
| Greenvolt Power Solar Sicilia 8 S.r.l. Rome 100% |
100% | PV project |
| SF ELE S.r.l. Viterbo 100% |
100% | PV project |
| Greenvolt Power BESS Puglia 5 S.R.L. Rome 100% |
— | PV project |
| Greenvolt Power Solar Lombardia 3, S.r.l. Rome 100% |
100% | PV project |
| Krcevine d o.o. Zagreb 100% |
100% | PV project |
| Volt Verts 1 (f) Lyon 100% |
100% | PV project |
| Volt Verts 2 (f) Lyon 100% |
100% | PV project |
| Agrivoltaique 23 (f) Lyon 100% |
100% | PV project |
| Vipperow I Solar Farm GmbH (c) Hamburg 100% Lite Power Rába 2016 Megújuló Energetikai Szolgáltató és Kereskedelmi Korlátolt Felelősségű Budapest 100% |
100% 100% |
PV project PV project |
| Társaság (KIRA) LJG Green Source Energy Alpha S.A (Lions) Bucharest 100% |
100% | Electricity generation using solar sources |

| Company | Registered office |
Effective held percentage | Main activity | |
|---|---|---|---|---|
| June 2024 |
December 2023 |
|||
| V-Ridium PV Greece I.K.E. | Attica | 100% | 100% | PV project |
| V-Ridium PV1 Greece Single Member P.C. | Attica | 100% | 100% | PV project |
| V-Ridium PV2 Greece Single Member P.C. | Attica | 100% | 100% | PV project |
| V-Ridium PV3 Greece Single Member P.C. | Attica | 100% | 100% | PV project |
| V-Ridium PV4 Greece Single Member P.C. | Attica | 100% | 100% | PV project |
| V-Ridium PV5 Greece Single Member P.C. | Attica | 100% | 100% | PV project |
| V-Ridium PV6 Greece Single Member P.C. | Attica | 100% | 100% | PV project |
| V-Ridium PV7 Greece Single Member P.C. | Attica | 100% | 100% | PV project |
| V-Ridium Solar Sun 6 S.r.l. | Bucharest | 100% | 100% | Electricity generation |
| SUN Records s.r.l. | Bucharest | 100% | 100% | Electricity generation using solar sources |
| SUN Terminal s.r.l. | Bucharest | 100% | 100% | Electricity generation using solar sources |
| V-Ridium Amvrakia Energeiaki Single Member S.A. (MADE) |
Athens | 100% | 100% | Electricity generation |
| Μenelou Single Member P.C. | Attica | 100% | 100% | Wind energy project |
| Balkany Solar KFt | Budapest | 100% | 100% | PV project |
| Greenvolt Venus EOOD (i) | Stara Zagora | 100% | — | PV project |
| Greenvolt Power Bulgaria Ltd | Sofia | 100% | 100% | Holding and project development |
| Greenvolt Power Balkan d o.o | Belgrade | 100% | 100% | Holding and project development |
| Greenvolt Power Greece P.C. | Attica | 100% | 100% | Holding and project development |
| Greenvolt Power France SAS (f) | Lyon | 100% | 100% | Holding and project development |
| Greenvolt Power Italy S.r.l. | Rome | 100% | 100% | Holding and project development |
| Krajowy System Magazynów Energii sp. z o.o. (KSME) | Warsaw | 100% | 51% | Project development |
| Greenvolt Power Romania S.R.L | Bucharest | 100% | 100% | Holding and project development |
| Greenvolt Power Spain, S.L.U. | Madrid | 100% | 100% | Holding and project development |
| Greenvolt Power OSD sp. z o.o. | Warsaw | 100% | 100% | Electricity distribution |
| Magazyn EE Turośń Kościelna Sp. Z o.o. | Warsaw | 100% | 100% | Electricity generation |
| Magazyn EE Kozienice Sp. Z o.o. | Warsaw | 100% | 100% | Electricity generation |
| Magazyn EE Ełk Sp. Z o.o. | Warsaw | 100% | 100% | Electricity generation |
| Magazyn EE Mieczysławów Sp. Z o.o. | Warsaw | 100% | 100% | Electricity generation |
| Magazyn EE Kamionka Sp. Z o.o. | Warsaw | 100% | 100% | Electricity generation |
| Magazyn EE Siedlce Sp. Z.o.o. | Warsaw | 100% | 100% | Electricity generation |
| Green Repower Photovoltaic Single Member P.C. | Attica | 100% | 100% | Electricity generation |
| Greenvolt Power USA Inc. | Delaware | 100% | 100% | Holding and project development |
| Herkimer Solar LLC | New York | 100% | 100% | Electricity generation |
| HCCC Solar LLC | New York | 100% | 100% | Electricity generation |
| Grand Levee Solar, LLC | California | 100% | 100% | Development of solar PV projects |
| Lafayette Wind, LLC | California | 100% | 100% | PV project |
| Greenvolt Power Actualize Solar LLC | Delaware | 51% | 51% | Development of solar PV projects |
| Flowers LLC | Delaware | 51% | 51% | Development of solar PV projects |
| Optimistic LLC | Delaware | 51% | 51% | Development of solar PV projects |
| Potts LLC | Delaware | 51% | 51% | Development of solar PV projects |
| Windfield LLC | Delaware | 51% | 51% | Development of solar PV projects |
| Balwanz Solar LLC | Delaware | 51% | 51% | Development of solar PV projects |
| Prince Solar LLC | Delaware | 51% | 51% | Development of solar PV projects |
| Poth Solar LLC | Delaware | 51% | 51% | Development of solar PV projects |
| Doyles Lake Solar LLC | Delaware | 51% | 51% | Development of solar PV projects |
| Whitby Solar LLC | Delaware | 51% | 51% | Development of solar PV projects |
| Greenvolt Power Alamogordo Holdings LLC | New Mexico | 100% | 100% | Holding and project development |
| Alamogordo Solar LLC | New Mexico | 100% | 100% | Electricity generation |
| Dakota Flyway Solar LLC | South Dakota | 100% | 100% | Development of solar PV projects |
| Yoakum Solar LLC | Texas | 100% | 100% | Development of solar PV projects |
| Emerald EP LLC | Delaware | 51% | — | Development of wind projects |
| Casimir Solar Farm, LLC | Florida | 55% | — | Development of solar PV projects |
| Greenvolt Power Trading sp. z o.o. | Warsaw | 100% | 100% | Holding and project development |
| Greenvolt Power Danmark ApS | Risskov | 100% | 100% | Electricity generation |
| Greenvolt Power Germany GmbH | Berlin | 100% | 100% | Electricity generation |
| Greenvolt Power Development GmbH | Hamburg | 100% | 100% | Electricity generation |

| Company | Registered office |
Effective held percentage | Main activity | |
|---|---|---|---|---|
| June 2024 |
December 2023 |
|||
| Vipperow II Solar Farm GmbH & Co. KG (d) | Hamburg | 100% | 100% | Development of solar PV projects |
| Kirchwaldsede Solar Farm GmbH & Co. KG (e) | Hamburg | 100% | 100% | Development of solar PV projects |
| Greenvolt Power Hungary Kft. | Budapest | 100% | 100% | Electricity generation |
| Greenvolt Power UK Limited | Cheshire | 100% | 100% | Holding |
| GV 1 Limited | Cheshire | 100% | 100% | Electricity generation |
| GV 2 Limited | Cheshire | 100% | 100% | Electricity generation |
| Greenvolt Power Ireland Limited | Dublin | 100% | 100% | Holding and project development |
| Greenvolt Power Zagreb društvo s ograničenom odgovornošću za savjetovanje |
Zagreb | 100% | 100% | Holding and project development |
| Greenvolt Power Construction sp. z o.o, | Warsaw | 70% | 70% | Rendering of construction services and installation of distributed solar energy production units |
| Augusta Energy Sp. z o.o. | Warsaw | 50% | 50% | Holding and project development |
| PVE 28 sp. z o.o. | Warsaw | 50% | 50% | PV project |
| VRS 2 Sp. z o.o. | Warsaw | 50% | 50% | PV project |
| VRS 4 Sp. z o.o. | Warsaw | 50% | 50% | PV project |
| VRS 5 Sp. z o.o. | Warsaw | 50% | 50% | PV project |
| Gemmi Sp. z o.o. | Warsaw | 50% | 50% | PV project |
| Greenvolt Power Advisory sp. z o.o. | Warsaw | 100% | 100% | Holding, development of solar PV projects |
| Buj Energy Storage Kft | Budapest | 100% | 100% | PV project |
| Buj Battery Kft. | Budapest | 100% | 100% | PV project |
| Sustainable Energy One, S.L. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Silvano ITG, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Fanfi ITG, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Pitiu ITG, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Perseo ITG, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Tora ITG, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Atenea ITG, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Schraemli Project Management, S.L. | Murcia | 98.75% | 98.75% | Development of solar PV projects |
| Operating Business 5, S.L. | Murcia | 98.75% | 98.75% | Development of solar PV projects |
| Operating Business 3, S.L. | Murcia | 98.75% | 98.75% | Development of solar PV projects |
| FV Cueva Del Duque Lorca, S.L.U. | Murcia | 98.75% | 98.75% | Development of solar PV projects |
| FV Casa Colorada Lorca, S.L.U. | Murcia | 98.75% | 98.75% | Development of solar PV projects |
| Sustainable PV 1, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Sustainable PV 7, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Sustainable PV 8, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Sustainable PV 9, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Sustainable PV 10, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Sustainable PV 11, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Sustainable PV 12, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Sustainable PV 13, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Sustainable PV 14, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Sustainable PV 15, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Sustainable PV 26, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Sustainable PV 27, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Sustainable PV 28, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Sustainable PV 29, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Sustainable PV 30, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Sustainable PV 31, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| El Lobatón Solar, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| La Gloria Solar PV, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| La Nave PV, S.L. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Moratalla PV, S.L. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Palacio Quemado Solar II, S.L.U. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Doña Catalina Solar, S.L. | Madrid | 98.75% | 98.75% | Development of solar PV projects |
| Energía Eólica Barranco Del Agua, S.L. | Granada | 98.75% | — | Development of wind projects |
| Global Trade Wind, S.L. | Granada | 98.75% | — | Development of wind projects |
| Greenvolt España, S.L. | Madrid | 100% | 100% | Holding, back-office services |

greenvolt.com
Greenvolt – Energias Renováveis, S.A Public Company
PORTUGAL Rua Manuel Pinto de Azevedo, 818 4100-320 Porto | Portugal
Share capital fully subscribed and paid-up €567 094 274.62 Registered in the Commercial Registry Office of Lisbon under the single registration and taxpayer number 506 042 715
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