Note 1 General information and accounting policies
Corporate information
Magnora ASA (“the Company”) is incorporated and domiciled in Norway. The address of its registered office is Karenslyst Allé 6, 0278 Oslo. The Company is listed on the Oslo Stock Exchange main list with the ticker MGN.
Magnora ASA and its subsidiaries and investments in associated companies (the ”Group”) is a renewable energy group developing medium-to-large battery, solar PV, and wind projects from early-phase greenfield to ready-to-build.
The Group evaluates numerous opportunities before taking on projects, then developing the projects over a few years, and eventually exiting when projects are ready-to-build or near that stage. The Group portfolio is primarily built organically, with a pragmatic approach to growth with the objective of generating further shareholder value.
Basis of preparation
These condensed interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU under the International Accounting Standard for Interim Financial Reporting (IAS 34). As the interim financial statements do not include the full information and disclosures required for a complete set of consolidated financial statements, they should be read in conjunction with the Group’s annual consolidated financial statements. The accounting policies adopted in the preparation of the condensed interim consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for 2024.
The European Securities and Markets Authority (ESMA) issued guidelines on Alternative Performance Measures (“APMs”) that came into effect on 3 July 2016. Magnora has defined and explained the purpose of the following APM:
EBITDA: EBITDA, as defined by Magnora, includes operating revenue and other income and excludes profit/loss from associated companies, depreciation, amortisation, and impairment loss.
Accounting policies, judgements and estimates
In preparing these condensed interim financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty are consistent with those followed in the preparation of the Annual Financial Statements for 2024.
Due to rounding adjustments, the figures in certain columns may not sum to the total of those columns.
Note 2 Material accounting judgements and estimates
Deferred tax asset recognition
Deferred tax assets are recognised for unused tax losses only to the extent it is probable a taxable profit will be available to be offset by the tax credit carry forward from previous losses. Significant management judgement is required to determine the amount of deferred tax assets to be recognised, based upon the likely timing and level of future taxable profits. The recognised deferred tax asset is most sensitive to expected future taxable profits.
The deferred tax asset recognised is expected to be utilised within the next 5 years based on the company’s contract portfolio and cost base as of today. The book value of the deferred tax asset represents a minor part of the total accumulated tax losses of over NOK 3 billion.
Consolidation of portfolio companies
The Group has a portfolio of companies invested in and performs a quarterly evaluation of whether it has control in accordance with IFRS 10.
The Group invested in Kustvind AB in March 2020 through a share issue and holds a 48 percent ownership at the reporting date. Magnora holds the right to increase its ownership to 50 percent subject to a budget and milestone plan. The option to increase ownership is not currently exercisable, as any ownership increase must be initiated by the Kustvind board through a capital call, driven by the project’s capital needs. The remaining shares are equally owned by Kustvind’s three founders. Magnora has three out of five board members, and the founders have the remaining two members. The other shareholders have the right to elect a third board member at any time, and it is expected that they will do so. Magnora is a minority owner alongside three other owners and has significant influence of the company. As a result, its ownership is accounted for using the equity method, classifying Kustvind as an associated company.
The Group established Hafslund Magnora Sol AS together with Hafslund Vekst AS and Helios Nordic Energy AB in October 2022 and holds 40 percent ownership at the balance sheet date. Magnora has two out of six board members, and the other two owners have the remaining four members. Hafslund owns 40 percent and Helios owns 20 percent, thus Magnora has no operational influence on the company beyond its participation in board decisions. Hence its ownership is accounted for using the equity method, classifying Hafslund Magnora Sol as an associated company.
Divestments
For transactions resulting in the loss of control of a subsidiary or associate, IFRS 10 requires that the fair value of the consideration received be determined to calculate the net gain or loss to be recognised. Given the nature of the Group's investments, a significant portion of the consideration may be contingent upon future events, requiring considerable judgment in estimation. The Group follows a conservative approach in valuing its portfolio, including when estimating the fair value of future payments such as earnouts and milestone payments from divestments. The probability of these payments is assessed for each transaction, with contingent consideration included in the net gain or loss. At each reporting date, the Group evaluates changes in the fair value of these future payments, with any adjustments recognised as Other Income in the profit or loss statement. As of the balance sheet date, the total unrecognised value of potential earnouts and milestone payments from divestments is NOK 594 million, which is subject to the achievement of relevant technical and/or commercial milestones, project risks, timing, currency fluctuations, auction results, CfD (Contract for Difference) rates and other factors.
Note 3 Operating revenue
The Group’s operating revenue primarily stems from management service agreements with its subsidiaries and associated companies. These agreements are structured at predetermined hourly rates and ensure transparent, consistent delivery of management, technical, and administrative support across the Group.
While the Group’s overall financial returns are largely driven by project divestments, with gains recognised under other income, these are non-recurring by nature. As a result, operating revenue remains relatively modest but reflects ongoing, recurring intercompany services.
In the second quarter, revenue from intercompany services amounted to NOK 2.3 million, demonstrating the continued value of Magnora ASA’s central expertise in supporting its affiliated entities.
NOK million
Q2 2025
Q1 2025
YTD 2025
Q2 2024
YTD 2024
2024
Licence revenue
-
48,4
48,4
-
-
-
Management services revenue
2,3
1,3
3,6
2,8
3,1
2,3
Total operating revenue
2,3
49,7
52,0
2,8
3,1
2,3
Note 4 Other income
Other income for the quarter totalled NOK 6.7 million compared to NOK 58.9 million in the same quarter last year. This primarily relates to a net gain of NOK 8.67 million from the sale of the Group’s 30% ownership interest in Hermana Holding ASA, which had previously been accounted for as an investment in an associate under the equity method. The gain reflects the difference between the proceeds received and the carrying value of the investment, net of transaction costs.
In addition, the Group received NOK 3.57 million in structured funding awarded in support of its renewable energy development activities in emerging markets The funding was recognised in line with the requirements of IAS 20, as the relevant conditions for recognition had been met during the period.
The total other income figure also reflects a negative adjustment of NOK 5.5 million related to revised fair value estimates of contingent consideration recognised in prior periods.
Note 5 Investment overview
Name of entity
Registered office
Accounting principle
Ownership
Magnora Renewable Holding AS
Norway
Consolidated
100 %
Magnora Offshore Wind Holding AS
Norway
Consolidated
100 %
Magnora Holding AS
Norway
Consolidated
100 %
Magnora Utvikling AS
Norway
Consolidated
100 %
Magnora Offshore Wind AS
Norway
Consolidated
80 %
Magnora South Africa Projects AS
Norway
Consolidated
100 %
Magnora South Africa Development AS
Norway
Consolidated
100 %
Magnora UK PV Holding AS
Norway
Consolidated
100 %
Project Luminara 1 AS
Norway
Consolidated
100 %
Project Luminara 2 AS
Norway
Consolidated
100 %
Magnora Offshore Wind Holding Ltd
United Kingdom
Consolidated
80 %
Magnora Offshore Wind N3 Ltd
United Kingdom
Consolidated
80 %
Magnora Germany GmbH
Germany
Consolidated
100 %
Magnora Italy S.r.l.
Italy
Consolidated
100 %
African Green Ventures (Pty) Ltd
South Africa
Consolidated
100 %
Hafslund Magnora Sol AS
Norway
Equity method
40 %
Kustvind AB
Sweden
Equity method
48 %
Gamcap Magnora Development Company Ltd
United Kingdom
Equity method
50 %
Note 6 Investments in associates
Kustvind AB
The Group invested in Kustvind AB (Kustvind), a shallow-water offshore wind project located off the southern coast of Sweden, in March 2020. As of 30 June 2025, Magnora has a 48 percent ownership in Kustvind AB and has the option to increase its ownership to 50 percent. As Magnora is a minority owner with three other owners of the project and does not have control, it accounts for this investment using the equity method, adjusting the investment’s value based on its proportional share of Kustvind’s net results for the period.
Hafslund Magnora Sol AS
The Group invested in Hafslund Magnora Sol AS (HMS), together with Hafslund Vekst AS and Helios Nordic Energy AB, to develop large-scale solar PV farms in Norway, in October 2022. As of 30 June 2025, Magnora owns 40 percent of HMS and does not have control. The Group therefore applies the equity method to account for its investment in HMS, adjusting the investment’s value based on its share of HMS’ net results.
Note 7 Other current financial assets
As of the end of the second quarter, the Group’s other current financial assets totalled NOK 23.2 million. This amount includes NOK 11.6 million in receivables held by the Group’s subsidiary, Magnora Offshore Wind, related to a subscription contribution agreed at the time of the subsidiary’s establishment and payable by the project partner. The balance also consists of earn-out income assets of NOK 4.5 million, accrued interest income of NOK 4.3 million, and prepayments amounting to NOK 2.7 million.
Note 8 Share options
Share options have been awarded regularly in accordance with the Group’s share incentive scheme as approved by Annual General Meetings since 2019. Throughout this period, both board members and members of management have been granted share options. The cost of these options is expensed monthly over a 36-month period from the grant date, in line with IFRS 2.
No new share options were granted or exercised during the quarter, resulting in a total of 1,453,000 outstanding share options as of quarter-end. Share-based payment expenses for the quarter amounted to NOK 0.7 million.
Note 9 Capital distribution
On 24 April 2025, Magnora’s Board of Directors approved a capital return of NOK 0.187 per share. The payout took place on 5 May 2025, amounting to a total capital return of NOK 11.9 million. This cash distribution represents a capital repayment exceeding the par value of the Magnora share.
Note 10 Share buyback programme
The Group’s share buyback programme is conducted under an authorisation granted by the Annual General Meeting (AGM) on 29 April 2025, which replaced the prior authorisation from the AGM held on 23 April 2024. Both authorisations permit the repurchase of up to 10% of the Group’s share capital. Under the current programme, the Group is authorised to repurchase shares at a price of up to NOK 35 per share, with a total limit of NOK 100 million. The maximum number of shares that may be acquired under this authorisation is 6,578,182.
During the second quarter, the Group repurchased 72,000 of its own shares under the ongoing share buyback programme at a weighted average price of NOK 22.4084 per share, for a total consideration of NOK 1.6 million. As of the reporting date, total share repurchases under the current programme amount to NOK 1.6 million.
The Group holds 1,915,030 treasury shares as of 30 June 2025, representing 2.9% of total outstanding shares.
Note 11 Other current liabilities
As of 30 June 2025, the Group's total other current liabilities amounted to NOK 95.2 million. This includes NOK 43.5 million in remaining payables related to the Hermana demerger agreement (the "Shell contract"), NOK 47.2 million representing the Group’s liability for TFMC’s 20 percent share of the ScotWind licence fee, and NOK 4.4 million in other miscellaneous current liabilities.
Note 12 Liquidity
The Group has undrawn overdraft facilities of NOK 150 million. For long-term liquidity planning, the Group utilises a combination of overdraft facilities and equity financing, particularly for capital intensive investments exceeding the scope of existing facilities. As certain projects progress into phases requiring increased funding, the Group will consider loan arrangements intended to be held through to project exit. Current liquidity remains strong, in line with anticipated transactions and capital requirements across the Group’s portfolio companies.
Foreign exchange gains or losses may arise from foreign currency denominated balances, however, these are non-cash in nature, as the balances are expected to be settled upon receipt of corresponding currency revenues.
Note 13 Subsequent events
In South Africa, the 153 MW / 612 MWh Red Sands BESS project reached financial close in July, which will trigger a final milestone payment to Magnora when all conditions in the Share Purchase Agreement (SPA) have been met. Developed by Magnora and sold to Globeleq in 2023, the project is now ready for construction. Red Sands is the largest standalone BESS project in Africa to reach financial close to date.
On 17 July 2025, the Board of Directors decided a dividend of NOK 0.187 per share, to be distributed as a return of paid-in capital to shareholders. As this decision occurred after the reporting period, it is not recognised as a liability as of 30 June 2025. The total dividend amount is expected to be NOK 11.9 million based on the number of shares outstanding at the date of declaration.