DTEK RENEWABLES UKRAINE B.V. (former DTEK RENEWABLES B.V.) Annual .

Transcription

seCoopers.V.onDTEK RENEWABLES UKRAINE B.V.(former DTEK RENEWABLES B.V.)Annual Report31 December 2021Pending:- GC and sub events finalizationPricewaterhouseCoopersAccountants N.V.For identificationpurposes only

seCoopers.V.onCONTENTSDIRECTORS’ REPORT . 2Consolidated Financial statementsConsolidated Balance Sheet. 10Consolidated Income Statement . 11Consolidated Statement of Comprehensive Income . 11Consolidated Statement of Changes in Equity . 12Consolidated Statement of Cash Flows . 13Notes to the Consolidated Financial StatementsThe Organisation and its Operations . 1412Operating Environment of the Group . 153Significant Accounting Policies . 164Critical Accounting Estimates and Judgements . 245Adoption of New or Revised Standards and Interpretations . 256Segment information. 257Balances and Transactions with Related Parties . 278Property, Plant and Equipment . 299Intangible assets . 3010Other non-current assets . 3111Financial investments . 3112Loans receivable. 3213Trade and Other Receivables . 3314Cash and Cash Equivalents . 3415Share capital and Dividends payable. 3516Borrowings . 3517Trade and Other Payables. 3718Revenue . 3819Cost of Sales . 3820General and Administrative Expenses . 3821Finance Income and Costs . 3922Income Taxes . 3923Contingencies, Commitments and Operating Risks. 4024Financial Risk Management . 4125Management of Capital. 4326Fair Value of Assets and Liabilities . 4327Subsequent events . 44Company Only Financial StatementsCompany Only Balance Sheet . 47Company Only Income Statement . 48Notes to the Company Only Financial StatementsThe Organisation and its Operations . 4812Accounting policies . 483Investments in subsidiaries . 504Loans receivable. 515Trade and other receivables . 526Dividends receivable. 537Cash and cash equivalents. 538Equity. 539Payables under financial guarantee. 5410Independent Auditor’s Remuneration . 5411General and administrative expenses and other operating costs . 5412Non-current other financial liabilities and current trade and other payables . 5413Average number of employees . 5514Directors’ remuneration . 5515Commitments and contingencies not included in the balance sheet. 5516Subsequent events . 56Other information .58Independent auditor’s reportPricewaterhouseCoopersAccountants N.V.For identificationpurposes only

seCoopers.V.onDirectors’ report31 December 20211PricewaterhouseCoopersAccountants N.V.For identificationpurposes only

seCoopers.V.onDTEK RENEWABLES UKRAINE B.V.Directors’ report for the year ended 31 December 2021DIRECTORS’ REPORTIntroductionThe Management Board of DTEK RENEWABLES UKRAINE B.V. (former DTEK RENEWABLES B.V.) (the “Company”)presents its report in order to disclose the results of the activity of the Company for the year ended 31 December 2021and likely future development of the Company.Principal activitiesDTEK RENEWABLES UKRAINE B.V. is a private limited liability company incorporated on 9 September 2013 under thelaws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands.In May 2021 the Company was transferred under control of DTEK RENEWABLES B.V. (former DTEK RENEWABLESHOLDINGS B.V.) which was incorporated on 10 May 2021, under the laws of the Netherlands, with its corporate seat inAmsterdam, the Netherlands and is fully owned by DTEK B.V., the holding company of a vertically integrated powergenerating and distribution and gas production business of Joint Stock Company “System Capital Management Limited”(“SCM”). SCM and DTEK RENEWABLES B.V. are ultimately controlled by Mr. Rinat Akhmetov who has a number ofother business interests outside of the Company.The Company’s and its subsidiaries’ (together referred to as “the Group” or “DTEK Renewables”) principal activity is theproduction and sale of electricity generated at wind and solar power plants in Ukraine. Currently DTEK Renewables andits subsidiaries are producing and selling the electricity generated at wind and solar power plants in Ukraine and aredeveloping further projects for construction of wind and solar farms in Ukraine.DTEK Renewables is focused on achieving high quality of the work and on adherence to corporate standards, meetingits obligations, efficient use of natural resources and on protecting the environment.The Company does not meet the legal criteria of a structure corporation as defined in Book 2 of the Dutch Civil Code.Ownership of the Company, as well as legal structure of the Group and significant accounting policies are disclosed inthe Note 1 and Note 3 of the Consolidated Financial Statements.The Group’s business model, its most important categories of customers and suppliersThe Group develops and operates utility scale wind and solar energy projects in Ukraine and sells electricity producedby these power plants to the Guaranteed Buyer SE, a state-owned entity functioning as the sole off-taker of electricityunder the feed-in tariffs (FiT).The Group purchases major components such as turbines, solar modules, inverters, cables, trackers, transformers andsupervisory control and data collection systems by contracting with a diverse group of top-tier suppliers, which are highlyrecognised in the renewable energy industry. The Group selects suppliers based on a number of factors includingexpected cost, reliability, warranty coverage, availability and performance guarantees, ease of installation and otherancillary costs. The Group engages engineering services to control the construction process from reputable internationaltechnical advisors. The Group typically enters into master contractual arrangements with its major suppliers that definethe general terms and conditions of its purchases, including warranties, product specifications, indemnities, delivery andother customary terms. The Group normally purchases solar module panels and the certain plant components on an asneeded basis from its suppliers at the then prevailing prices pursuant to purchase orders issued under its mastercontractual arrangements.Business overviewFinancial position, financial performance and solvencyRevenue of DTEK Renewables for the year ended 31 December 2021 was UAH 7,741 million and net profit wasUAH 4,458 million. Revenue of DTEK Renewables for the year ended 31 December 2020 was UAH 8,148 million andnet profit was UAH 324 million. In 2021 revenue decreased comparing to 2020 mainly due to weather conditions, netprofit increased mainly due to foreign exchange gains on financing and investing activities relates to gain on revaluationof the Group’ borrowings denominated in euro. As of 31 December 2021 the total assets of the DTEK Renewables wereUAH 45,043 million (as of 31 December 2020: UAH 42,732 million) and the equity attributable to the Company’s ownersUAH 20,120 million (as of 31 December 2020: UAH 15,791 million). For the year ended 31 December 2021, the Groupreceived positive net cash generated from operating activities in the amount of UAH 4,644 million (for the year ended 31December 2020: UAH 2,148 million). On 31 December 2021 current liabilities of DTEK Renewables exceeded its currentassets by UAH 401 million (as of 31 December 2020: current assets exceeded current liabilities by UAH 7,361 million).The Group’s debt to equity attributable to the Company’s owners’ ratio as of 31 December 2021 reached 45/55 (31December 2020: 57/43). The Group’s total liabilities to total assets ratio as of 31 December 2021 has reached 55.0% (31December 2020: 62.9%).PricewaterhouseCoopersAccountants N.V.For identificationpurposes only2

seCoopers.V.onDTEK RENEWABLES UKRAINE B.V.Directors’ report for the year ended 31 December 2021As of 31 December 2021 net current liability occurred due to using of current financial assets and attraction of financingfrom related parties to make prepayments for property, plant and equipment and capital expenditures on construction ofDTEK TILIGULSKA WEP LLC, while Guaranteed Buyer SE experienced problem with liquidity to settle its debt forelectricity (Note 4, 13). Management expects that the existing net current liquidity gap shall be covered by the positiveoperating cash flows during 2022 and settlement of the trade receivable by Guaranteed Buyer SE for electricity producedin 2020 and partially in 2021 (Note 4).Liquidity and capital resourcesThe Group expects that capital expenditures, repayment of outstanding debt and working capital requirements willpresent the most significant uses of funds for the next several years. In the period under review, the Group met its liquidityneeds out of cash generated from operating activities and cash accumulated at the beginning of the reporting period.As of 31 December 2021, the Group s current liquidity ratio stood at 0.94 (31 December 2020: 2.45), quick liquidity ratio– 0.33 (31 December 2020: 1.18). As of 31 December 2021 net current liability occurred due to using of current financialassets and attraction of financing from related parties to make prepayments for property, plant and equipment and capitalexpenditures on construction of DTEK TILIGULSKA WEP LLC, while Guaranteed Buyer SE experienced problem withliquidity to settle its debt for electricity (Note 4, 13). Management expects that the existing net current liquidity gap shallbe covered by the positive operating cash flows during 2022. The additional funding to finance finalisation of constructionof DTEK TILIGULSKA WEP LLC in 2022 (Note 23) shall be obtained from the DTEK companies under common control forthe amounts in excess of cash flows from operations in 2022.Issued Capital and Capital DistributionsThe authorised share capital of DTEK RENEWABLES UKRAINE B.V. equals to fully paid share capital and comprises101 ordinary shares with a par value of Euro 10.0 per share in the total amount of Euro 1,010.The Group declared UAH 27 million and paid UAH 68 million of dividends in 2021 (2020: UAH 1 million declared). Thereis no capital distribution scheduled in the near future and the result for the current period is retained within the Group.Distribution processThe Group works under long-term power purchase agreements (PPAs) concluded with the Guaranteed Buyer SE. As of31 December 2021, the Group had PPAs for all its currently operating subsidiaries until 1 January 2030, which is thesame duration as the Ukrainian fixed feed-in tariffs (FiT) regime. Pursuant to the Group’s PPAs, tariff rates for wind andsolar energy projects are determined under a fixed FiT denominated in Euro for each project. For the Group’s windprojects, the FiT ranges from 94 per MWh to 113 per MWh and for all of the Group’s solar energy projects, the FiT is 128 per MWh. The National Energy and Utilities Regulatory Commission adjusts the effective FiT on a quarterly basisto track the UAH/Euro exchange rate.Financing activityFinancing activity of the Group is managed by the Finance department together with the Treasury department. DTEKGroup’s overall risk management policies are also applicable to the DTEK Renewables. These seek to minimise thepotential adverse effects on Group’s financial performance for those risks that are manageable, or noncore to the powergenerating business.Financial risk management is carried out by Group’s Treasury Department according to approved policies. The TreasuryDepartment identifies, evaluates and proposes risk management techniques to minimise these exposures. Additionally,the DTEK Group has developed a compliance function to monitor and analyse financial, reputation or legal risksconnected with business activities.Financial reporting, internal and external provision of informationGroup’s Economics and Finance department is responsible for preparation of the Group’s financial statements andvarious management reports. The financial statements of the Group are audited by an independent auditor. Key externalstakeholders of Group’s financial statements are Group’s lenders, bondholders and rating agencies. Management reportsare produced on a regular basis and include various financial and non-financial information to assist Management Boardin decision making process. The financial statements are submitted to Dutch Chamber of Commerce and published onthe official site of the Group.Financial risk managementExposure of the DTEK Renewables to different financial risks is disclosed in Note 24 to the accompanying ConsolidatedFinancial Statements.PricewaterhouseCoopersAccountants N.V.For identificationpurposes only3

seCoopers.V.onDTEK RENEWABLES UKRAINE B.V.Directors’ report for the year ended 31 December 2021Principal Risks and UncertaintiesIn 2021, Ukraine faced significant public debt repayments, which required mobilizing substantial domestic and externalfinancing in an increasingly challenging financing environment for emerging markets.The events which led to the annexation of Crimea by the Russian Federation in February 2014 and the conflict in theEast of Ukraine which started in spring 2014 have not been resolved to date. On 24 February 2022 Russian Federationcommenced its military invasion of Ukraine. Consequently, the government introduced martial law across the countryand correspondinly the related temporary restrictions that impact the economic environment and business operations,including moratorium on cross-border payments. On 28 February 2022, the Chamber of Commerce and Industry ofUkraine confirmed that the ongoing hostilities had resulted in the occurrence of a force majeure situation in Ukraine.As of the date of these financial statements the Russian army has presence in territories in the east and south of Ukraine,including the majority of Kherson, Zaporizzhya, Luhansk, Donetsk regions. Refer to details of location of the Group'sassets and their conditions in Note 3.The invasion caused significant turbulences in the social and economic environment in Ukraine causing a significantnumber of people displaced internally and abroad and many businesses suspending the operations. According toprojection published by the World Bank in April 2022, the Ukrainian GDP may fall by 45% in 2022.The Ukrainian government is taking actions to limit the negative effects of the war on the economic environment duringthe martial law, including that:1.the NBU has introduced temporary restrictions on foreign currency trades and limiting the ability to perform across-border payments for non-critical imports and repayment of debt to foreign creditors apart from internationalinstitutions. The hryvnia exchange rate was effectively fixed at the levels around those observed on for 24February 2022.2.Parliament of Ukraine has adopted the easing temporary changes to the tax regime till the end of the martiallaw, including that they allowed to not pay a land rentals in areas where fighting is taking place or temporarilynon-controlled territories and cancelled penalties for violating the tax law;3.Several measures are taken to limit the prices for energy resources, including prohibiting export of gas, settinga level of electricity price on transactions in a day ahead and intraday markets.These measures aim to ensure the reliable and stable operation of Ukraine's financial system and business environment,as well as the smooth operation of critical infrastructure. Before 24 February 2022 inflation rate increased in annual termsup to 10.7% and likely shall be increasing further, following the disrupted logistical chains and higher production costs,stronger demand from the population and a further increase in global energy prices. It is currently expected that inflationrate may reach 20% in 2022.From international financial support, a number of additional financing was approved for Ukraine by a number ofinternational institutions, including from the International Monetary Fund and the European Bank for Reconstruction andDevelopment ('EBRD') to support the economy and the population. Such financing support is critical for Ukraine tocontinue to serve its debts in the foreseeable future, including the repayment of record high state debt repayments in2022.Despite certain improvements in 2021, the ongoing political and economic uncertainties are difficult to predict due toRussia military invasion of Ukrainian territory in February 2022 and they significantly affect the Ukrainian economy andthe Group's business.Industry-related developmentsThe Group works under long-term power purchase agreements (PPAs) with the Guaranteed Buyer SE, a state enterprise,at feed-in tariffs (FiT). As of 31 December 2021, the Group had PPAs for all its currently operating subsidiaries until 1January 2030, which is the same duration of the Ukrainian fixed FiT regime. Pursuant to the Group’s PPAs, tariff ratesfor wind and solar energy projects are determined under a fixed FiT denominated in Euro for each project. For the Group’swind projects, the FiT ranges from 94 per MWh to 113 per MWh (2020: from 94 per MWh to 113 per MWh) and forall of the Group’s solar energy projects, the FiT is 128 per MWh (2020: 128 per MWh). The National Energy andUtilities Regulatory Commission adjusts the effective FiT on a quarterly basis to track the UAH/Euro exchange rate.During 2019, according to State Agency on Energy Efficiency and Energy Saving of Ukraine, renewable energy producerscommissioned a record total of 4,505 MW of installed capacity of renewable energy generating facilities in Ukraine. Sucha rapid increase in capacity led to liquidity problems of the general Energy Market and Guaranteed Buyer SE in particular,so that the latter was not able to timely settle its payables to renewable electricity producers. On 10 June 2020, theCabinet of Ministers of Ukraine, European-Ukrainian Energy Agency, Ukrainian Wind Energy Association and UkrainianAssociation of Renewable Energy signed a Memorandum of Understanding on the Settlement of Problematic Issues inthe Renewable Energy Sector (further referred as “the Memorandum”) with the agreed repayment schedule of the debt,and conditions for the voluntary reduction of the feed-in tariffs and the terms of limiting the commissioning of new facilitiesat the feed-in tariffs were accepted. On 31 July 2020, the President of Ukraine signed the Law No 810-ІХ “On theAmendments to Certain Laws of Ukraine on Improving the Conditions of Support for Electricity Production fromAlternative Energy Sources” (hereinafter ‘the Law 810-iX’ or ‘the Law’) based on this Memorandum.The Law No 810-ІХ assumes a reduction from the previously set levels of the feed-in tariff (FiT) for wind and solar plantsdepending on the year of commissioning to operations, determines renewable electricity producers’ liability forPricewaterhouseCoopersAccountants N.V.For identificationpurposes only4

seCoopers.V.onDTEK RENEWABLES UKRAINE B.V.Directors’ report for the year ended 31 December 2021imbalances and introduces the “green” auctions. Thus, starting from 1 August 2020, for all of the Group's wind powerplants (except DTEK BOTIEVSKA WIND FARM LLC) the feed-in tariff was reduced by 7.5% and all solar power plantsthe feed-in tariff was reduced by 15%.From 1 January 2021 the renewable electricity producers – members of the balancing group of Guaranteed Buyer SEbear the financial liability for imbalances between the projected/submitted to the regulator and actual generation ofelectricity at the rate of 50%. Starting from 1 January 2022 this rate increased to 100%.Despite the above changes the liquidity of energy market of Ukraine is still not in optimum. On 9 November 2021 theState Enterprise "National Energy Company "Ukrenergo" issued sustainability-linked green bonds of USD 825 milliondue 2026 for the stated purpose of enabling it to repay indebtedness owed to the Guaranteed Buyer SE, in order that theGuaranteed Buyer SE could, in turn, satisfy its payment obligations owed to Ukrainian renewable energy producers forelectricity purchased. Despite of this and contrary to the Memorandum signed earlier, as of 31 December 2021Guaranteed Buyer SE did not repay its outstanding payables to the Group for the electricity sold prior to the 1 August2020.At the end of January 2022 the Group received from the Guaranteed Buyer SE the overdue debt in the amount ofUAH 2.7 billion for electricity produced in 2020 and partially in 2021.In the martial law regime the Guaranteed Buyer SE reduced the level of payments to the renewable energy generatorswith actual level of payments for the March being 15% from the month production while cumulatively year to 30 April2022 it is 78%. Also Ukrenergo, as an operator of the energy system of Ukraine from time to time restricts/curtailselectricity generation to balance the energy market in Ukraine. No compensation for such curtailments is allowed in themartial law regime and unlikely to be compensated in the future.In March the Ukrainian electricity network was technologically synchronised with the ENTSO-E. No commercialsynchronisation yet happened and it is unlikely to have a principal impact on the Group’s operations in the currentregulatory regime.Assessment of the risk associated with military invasion of UkraineOn 24 February 2022 Russia initiated a full-scale military invasion of Ukraine. This was followed up by the immediateenactment of martial law by the Ukrainian President’s Decree approved by the Parliament of Ukraine and correspondingintroduction of the related temporary restrictions that impact the economic environment and business operations.There is a significant uncertainty over the future development of the military invasion, its duration and short and longterm impact on the Group, its people, operations, liquidity, and assets. There could be multiple scenarios of furtherdevelopments of the current situation with unknown likelihood and the magnitude of the impact on the Group might varyfrom significant to severe.As of the date of these financial statements no material damage to the production equipment was brought to the Group’sassets, the Group’s employees have access to the plants, and also there is enhanced security at the plants. All windpower plants, located in the south-east of Ukraine which is temporary not controlled by the Ukrainian government, had acarrying value of UAH 13,309 million as of 31 December 2021 (and generated 65% of Group’s revenues in 2021).Currently the damage to the electricity transmitting grids connecting these wind power plants to the main electricity gridconnectors, as well as close proximity to the Russian troops does not allow the local grids operator to perform repairworks over the transmission grids. Consequently, the Group has temporarily suspended electricity generation on its windpower plants.By the date of these financial statements the Group encountered certain non-compliance with the covenants, and otherevents of default on EUR 159 million (or equivalent of UAH 4,914 million at UAH/EUR exchange rate effective on 31December 2021) of its borrowings related to three wind power plants and these debts have become due on demand. Theobligations of each project company are secured by the assets of the corresponding companies, including the cash onthe Debt Service Reserve Accounts (DSRA) which was used for due payments under respective credit lines andguaranteed by the DTEK Renewables Ukraine B.V. As of the date of these financial statements the creditors did not usetheir right to demand from the Group the accelerated repayment of these debts and management commenceddiscussions with creditors to waive the defaults. The creditor owning rights to claim EUR 26 million (or equivalent of UAH789 million at UAH/EUR exchange rate effective on 31 December 2021), which included to the amount above, waivedits rights to claim the accelerated repayment until 30 June 2022 and allowed to use the DSRA funds to settle the interestpayments due by this date. The creditors on other defaulted facilities issued a reservation of rights letter to the Group.With respect to other debts, there has been no default event as of date of the financial statements. The Group is currentlynegotiating with the creditor on non-bank borrowings to defer the next payment on the nominal of the loan in the amountof EUR 7 million (or equivalent of UAH 230 million at UAH/EUR exchange rate effective on 31 December 2021) millionfor the next 3-6 months.Management is now applying measures to ensure security of assets and their operations, minimise the operating coststhrough suspending all developmental projects and related costs including payroll. Also management agreed with thecreditors utilization of DSRA for June payment and commenced the discussion of more sustainable solution by the endof 2022.On 17 May 2022 Group transferred all of the s

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