2Consolidation

Scope of consolidation

The present consolidated financial statements encompass the financial statements of Repower AG and all investments where Repower holds, directly or indirectly, more than 50 per cent of the votes or can exercise control in some other way. These investments are fully consolidated. Associates and joint ventures are included in the financial statements in accordance with the equity method (share of equity).

Overview of subsidiaries, associates and joint ventures

All subsidiaries, associates and joint ventures with the exception of Grischelectra AG, which closes its accounts on 30 September, close their accounts at the end of the calendar year.

Ovra electrica Ferrera SA, Trun, is a power plant company in which the local municipality holds a 51 per cent stake. The Repower Group bears full operating responsibility for this company via Repower AG, and sells 100 per cent of the energy generated on the market. The Repower Group thus exercises overall control and Ovra electrica Ferrera SA is fully consolidated.

Repower holds a 20 per cent interest in Roma Gas & Power S.r.l. However, given that the remaining shares have been assigned as security, Repower can exercise 100 per cent of the voting rights, as well as having the contractually assured majority in the company’s board of directors. For this reason, Roma Gas & Power is fully consolidated.

The direct shareholding in ESE Nurra S.r.l., a company held by the subsidiary Repower Renewable S.p.A., comes to 67.0 per cent. ESE Nurra S.r.l. is fully consolidated.

In contrast to the share capital held, Repower exercises 30 per cent of the votes in Grischelectra AG and on the basis of contractual arrangements controls Grischelectra AG in conjunction with Canton Graubünden.

Under the contractual arrangements governing the interests in Kraftwerk Morteratsch AG and Terra di Conte S.r.l., all relevant decisions on the companies must be made unanimously by the parties holding interests. None of the parties holding interests have the possibility of controlling the companies. Kraftwerk Morteratsch AG and Terra di Conte S.r.l. are therefore joint ventures recognised by Repower in accordance with the equity method.

Additions to the scope of consolidation

In 2022, Repower established REF S.r.l. and Rebel S.r.l. The Repower Group holds a 100 per cent interest in these fully consolidated companies.

In 2021, Repower Renewable established Repower Wind Offshore S.r.l. The Repower Group’s interest in the fully consolidated company is 65 per cent.

On 4 November 2021 Repower Italia S.p.A. acquired Roma Gas & Power S.r.l., a company involved in the sale of electricity to retail consumers in the Market Italy segment. The table below summarises the material recognised amounts of assets acquired and liabilities assumed as well as the purchase price:

Changes in the ownership interests without loss of control

In 2022, Repower Renewable S.p.A. acquired the remaining shares in Impianto Eolico Pian dei Corsi S.r.l. A net cash outflow of CHF 290 thousand is offset by non-controlling interests of CHF 230 thousand. The difference was allocated to the majority shareholder’s capital. The group share now comes to 65.00 per cent.

Acquisition of associates

On 16 May 2022, Repower Italia S.p.A. acquired interests of 27.77 per cent and 29.52 per cent respectively in Erreci S.r.l. and Erreci Impianti S.r.l. These two companies are predominantly involved in developing solar installations, from procuring the requisite materials and services to building the installation itself, and in reselling energy. In addition to a cash component of CHF 5,337 thousand, the purchase price consists of deferred purchase price components in the amount of CHF 1,646 thousand disclosed under other current and non-current liabilities. Repower recognises the two acquired companies as associates according to the share of equity in the Market Italy segment. Goodwill of CHF 5,153 thousand arising from the transaction is shown as a component of the carrying amount of the investment. The goodwill is amortised on a straight-line basis and thus flows directly into the Repower Group’s consolidated income statement via earnings from associates and joint ventures. The purchase price allocation is provisional.

Disposal of associates

In the 2021 financial year all interests in the associates EL.IT.E. S.p.A. and Aerochetto S.r.l. were sold. The resulting profit of CHF 1,830 thousand and cash flow of CHF 9,733 thousand are recognised under other operating income and cash flow from investing activities respectively.

Consolidation method

Capital consolidation is done in accordance with the purchase method. When an entity is purchased its assets and liabilities as of the date of acquisition are revalued in accordance with uniform group principles. Any remaining goodwill (the difference between the purchase price and the share of equity) is capitalised and amortised over five years or a maximum of 20 years. Assets and liabilities and income and expenses at fully consolidated entities are integrated in their entirety in the consolidated financial statements. Minority interests in the equity and minority interests in the profits of fully consolidated entities are stated separately.

Intragroup receivables and liabilities, income and expenses and investments are netted out and interim gains eliminated. Investments in associates and joint ventures are accounted for using the equity method.

Conversion of foreign currencies

Each group company determines the functional currency in which it draws up its individual financial statements. Company financial statements in foreign currencies are converted as follows: assets and liabilities at the closing rate on the balance sheet date, equity at historical rates. The income and cash flow statements are converted at the average rate for the year. The resulting translation differences are recognised directly in equity. On the disposal of entities the translation differences attributable to them are reclassified in the consolidated statement of changes in equity from accumulated translation differences to retained earnings.

Foreign currency transactions contained in the individual financial statements of consolidated entities are converted at the relevant daily rate, and foreign currency balances are converted on the closing date at the closing rate on the balance sheet date. The resulting differences in rates are recognised in profit or loss.

The following exchange rates were used for the most important foreign currency:

Cash flow statement

The cash and cash equivalents fund forms the basis of the consolidated cash flow statement. Cash flow from operating activities is calculated by the indirect method.