2 Principles of consolidation

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).

List of interests

Fully consolidated companies

Joint ventures carried at equity

Associates carried at equity

The stated shareholdings represent the group shares attributable to the parent company Repower AG, Brusio.

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.

Under the contractual arrangements governing the interest in Elettrostudio Energia S.r.l., Grischelectra AG, Resol Ciminna S.r.l. and Terra di Conte S.r.l., all relevant decisions on these companies must be made unanimously by the parties involved. None of the parties involved can control the companies. They therefore constitute joint ventures that Repower values at equity.

Corporate transactions

In 2024, a number of corporate transactions resulted in changes to the scope of consolidation, affecting the consolidated balance sheet and the cash flow statement. Selected matters are summarised below and then explained in more detail.

A total of CHF 10,111 thousand was paid out for the acquisition of additional shares in Erreci S.r.l. and Erreci Impianti S.r.l. and in Kraftwerk Morteratsch AG. CHF 6,058 thousand of this fell to Erreci S.r.l. and Erreci Impianti S.r.l. (where the interest was increased from 30 to 70 per cent in each case) and CHF 4,053 thousand to Kraftwerk Morteratsch AG (where the interest was increased from 10 to 100 per cent). Control over the entities was acquired through these transactions. The payments are recognised in the cash flow statement as investments in group companies (less cash and cash equivalents acquired). Also recognised were additions to goodwill of CHF 15,394 thousand (Erreci companies) and CHF 1,416 thousand (KW Morteratsch AG).

The acquisition of additional shares in Renewable S.p.A. led to the recognition of goodwill of CHF 16,046 thousand and the disposal of minority interests of CHF 44,642 thousand. The associated payments of CHF 60,507 thousand are recognised in the cash flow statement under the sale of minority interests.

The establishment of Madrisa Solar AG resulted in payments of CHF 4,400 thousand which, together with purchase price payments of CHF 1,522 thousand for the interest in Elettrostudio Energia S.r.l., acquired already last year, were recognised as payments for additions of investments in associates and joint ventures.

Establishment of new entities

In 2024, Repower Moesano SA, a Repower subsidiary with its registered office in Grono, was established. Starting in 2027 it will supply electricity to the municipalities of Buseno and Cama, as well as to Media Mesolcina Energia (the electricity company supplying Grono, Lostallo and Soazza). The municipalities have the option of investing in the company. This represents an expansion of Repower’s supply area and reinforces its long-term energy partnership in the Moesa region.

Repower, EKZ and the municipality of Klosters founded Madrisa Solar AG in equal shares. Repower recognises this entity as an associate. Repower made a cash contribution of CHF 4,400 thousand recognised under payments for additions of investments in associates and joint ventures in cash flow from investing activities. From 2025, the alpine solar installation, located over 2,000 metres above sea level, will generate around 17 GWh of power a year and supply more than 3,500 households. It involves total gross investment of around CHF 70 million. The electricity generated will be used by EKZ and the Klosters-Madrisa cableways. The project will contribute to the promotion of renewables and help assure the supply of electricity in winter.

In 2024, Repower established a subsidiary called Resol Brullo S.r.l. to construct a photovoltaic installation in Sicily with a capacity of 10 MW. The project is currently in the approval phase.

Acquisition of control of Erreci S.r.l. and Erreci Impianti S.r.l.

In the first half of 2024, Repower Italia S.p.A. acquired a further 40 per cent of the shares in Erreci S.r.l. and Erreci Impianti S.r.l., as a result of which Repower Italia S.p.A. now holds 70 per cent of the shares and has gained control. Both companies operate in the Market Italy segment and specialise in the development and construction of photovoltaic systems and in energy trading. Previously, they were carried at equity as associates.

The most important components of the balance sheets of the Erreci companies acquired at the time of initial consolidation on 1 January 2024 are shown in the following table:

The acquisition of control gives rise to goodwill of CHF 12,297 thousand, which results from the comparison of the purchase price of CHF 15,945 thousand and the acquired pro rata net assets of 40 per cent or CHF 3,648 thousand. Goodwill is amortised over 5 years from the date of acquisition and reported under intangible assets.

The goodwill resulting from the initial consolidation of the Erreci companies, which was previously recognised as part of the investments in associates and joint ventures, amounts to CHF 3,097 thousand and is now allocated to intangible assets. It is amortised over its remaining useful life based on an original useful life of 5 years.

The portion of the difference between the current values and the carrying amounts attributable to the previously held investment was recognised in retained earnings in the amount of CHF 299 thousand.

Minority interests of CHF 2,736 thousand were recognised with the acquisition.

The purchase price of CHF 15,945 thousand contains an earn-out component of CHF 1,748 thousand that is not due until a later date. The components of the purchase price that were cash-relevant in 2024, minus the cash and cash equivalents acquired, are recognised at a value of CHF 6,058 thousand as investments in group companies (less cash and cash equivalents acquired).

The net sales of Erreci S.r.l. and Erreci Impianti S.r.l. totalled CHF 23,977 thousand in 2024 and were included in full in the consolidated income statement.

Acquisition of control of Kraftwerk Morteratsch AG

On 16 December 2024, Repower acquired the remaining 90 per cent of  shares in Kraftwerk Morteratsch AG from the previous majority shareholder Reichmuth Infrastructure, thereby becoming the sole owner. Kraftwerk Morteratsch AG, which was previously recognised as a joint venture at equity, is fully included in the consolidated financial statements from this date.

Repower acquired the company for a total of CHF 4,966 thousand. This amount consists of CHF 2,699 thousand for the acquisition of the shares and CHF 2,267 for the takeover of the previous loan to Kraftwerk Morteratsch AG owned by the transferring shareholder. The acquisition of the company involves in particular the transfer to Repower of tangible assets with a value of CHF 7,325 thousand and non-current financial liabilities in the amount of CHF 6,874 thousand, including the loan to Kraftwerk Morteratsch AG. The resulting goodwill of CHF 1,416 thousand is subject to scheduled amortisation over a useful life of 12 years.

The components of the purchase price that were cash-relevant in 2024, minus the cash and cash equivalents acquired, are recognised at a value of CHF 4,053 thousand as investments in group companies (less cash and cash equivalents acquired).

The net sales of Kraftwerk Morteratsch AG amounted to CHF 1,239 thousand up to the time of its acquisition and CHF 4 thousand after the acquisition and its inclusion as a fully consolidated company.

Acquisition of an additional 35 per cent in Repower Renewable

On 14 November 2024, the Repower Group acquired the remaining 35 per cent of the shares in Repower Renewable S.p.A. from Omnes Capital; the Repower Group now owns 100 per cent of the company. The Repower Renewable Group operates and develops wind, solar and hydropower assets in Italy.

The costs of acquiring the additional 35 per cent of the shares came to CHF 60,688 thousand, of which CHF 60,507 thousand became cash-relevant in 2024. This was recognised in the cash flow statement under the purchase of minorities in cash flow from investing activities. Goodwill of CHF 16,046 thousand resulting from the transaction represents the difference between the acquisition costs and the outgoing minority interests of CHF 44,642 thousand recognised in the consolidated statement of changes in equity under the purchase / sale of minority interests. This goodwill is subject to scheduled amortisation over a useful life of 15 years.

Increase in the capital of Roma Gas & Power S.r.l.

In both 2023 and 2024, Repower unilaterally increased the capital of Roma Gas & Power S.r.l., thereby acquiring further shares in the company. These measures led to an increase in Repower’s interest in the company, with the result that it now holds 100 per cent of the shares. Apart from a reclassification within equity between the minority and majority shareholders of the Repower Group, the transaction had no effect on Repower’s group balance sheet

Mergers and liquidations

In 2024, Roma Gas & Power S.r.l. and REV S.r.l. were merged into Repower Vendita Italia S.p.A. The merger of Erreci Impianti S.r.l. with Erreci S.r.l. also took place.

In 2024, the winding-up of Alvezza SA was completed successfully.

Acquisition of Tre Rinnovabili S.r.l.

On 5 November 2024, Repower Renewable acquired the entire shares of Tre Rinnovabili S.r.l., a wind farm project in Sicily with a capacity of 29.9 MW. Since the transaction essentially entailed the acquisition of a power generation asset, it is recognised as an asset acquisition. The main things recognised on the consolidated balance sheet were assets under construction of CHF 4,277 thousand and deferred tax liabilities of CHF 1,090 thousand.

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 to profit or loss.

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 net cash and cash equivalents fund forms the basis of the consolidated cash flow statement. In addition to cash and cash equivalents, this fund also includes short-term loans arising from overdrafts that are used as part of an agreed overdraft facility. Cash flow from operating activities is calculated by the indirect method.