2. Group composition and consolidation rules

As at 31 December 2021, ENEA Group consisted of the parent – ENEA S.A., 16 subsidiaries, 9 indirect subsidiaries, 2 jointly controlled entities and 1 associate. 

ENEA Group’s principal business activities are as follows: 

• production of electric and thermal energy (ENEA Wytwarzanie Sp. z o.o., ENEA Elektrownia Połaniec S.A., Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. w Obornikach, Miejska Energetyka Cieplna Piła Sp. z o.o., ENEA Ciepło Sp. z o.o., ENEA Nowa Energia Sp. z o.o.);
• trade of electricity (ENEA S.A., ENEA Trading Sp. z o.o.);
• distribution of electricity (ENEA Operator Sp. z o.o.);
• distribution of heat (Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. w Obornikach, Miejska Energetyka Cieplna Piła Sp. z o.o., ENEA Ciepło Sp. z o.o.);
• mining and enriching of hard coal (LW Bogdanka S.A.) 

Subsidiaries

A subsidiary is a company under the control of another company. The definition of control results directly from IFRS 10. An investor controls a company in which it has invested if and only if the investor has all of the following elements:

1. power over the investee,
2. exposure, or rights, to variable returns from its involvement with the investee,
3. the ability to use its power over the investee to affect the amount of the investor’s returns.

Subsidiaries are fully consolidated from the date on which control over them is obtained by the Group. They are deconsolidated on the date control ceases.

As regards acquisitions of companies that are not under joint control, the cost of the acquisition is determined as the fair value of acquired assets, issued equity instruments and liabilities incurred or assumed as at the exchange date. Identifiable acquired assets and liabilities and conditional liabilities from a merger are initially measured at fair value as of the acquisition date, regardless of the size of non-controlling interests.

The Group measures non-controlling interests proportionately to its share of the fair value of acquired net assets. In subsequent periods, the value of non-controlling interests covers the initially recognised value adjusted by changes in the subsidiary’s equity in proportion to the stake held. Comprehensive income is allocated to non-controlling interests even if this creates a negative value for these interests. Goodwill is determined in accordance with the accounting policy (note 15).

In the case of a negative value, the Group reviews the fair values of each component of acquired net assets. If as a result of such a review the value continues to be negative, it is immediately recognised in the present period profit or loss.

Transactions, settlements and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also subject to elimination unless the transaction provides evidence for impairment of the given asset. The accounting rules applied by subsidiaries were adjusted wherever necessary to ensure compliance with the Group’s accounting rules.

Associates and jointly controlled entities 

Associates are all entities in respect of which the Group exerts significant influence but does not have control, which typically means holding 20-50% of voting rights. Investments in associates are accounted for using the equity method and initially recognised at cost. The excess of purchase price over fair value of an associate’s identifiable net assets as at the acquisition date is recognised as goodwill. Goodwill is included in the investment’s balance sheet value, while goodwill impairment is measured for the entire value of the investment. Any excess of the Group’s stake in the fair value of identifiable net assets, liabilities and conditional liabilities over the acquisition cost after revaluation is immediately recognised in current-period profit or loss.

Jointly controlled entities are all entities in respect of which the Group exercises, through contractual arrangements, control jointly with other entities. Investments in jointly controlled entities are accounted for using the equity method identically as investments in associates.

The Group’s share of the financial results of associates and/or jointly controlled entities from the acquisition date is recognised in current-period profit or loss, while its share in changes in other comprehensive income generated from the acquisition date – in other comprehensive income. The balance sheet value of an investment is adjusted by total changes in equity from the acquisition date. If the Group’s share of the losses of an associate or a jointly controlled entity is equal to or greater than the Group’s stake in this associate or jointly controlled entity, including any potential unsecured receivables, the Group ceases to recognise further losses, unless it assumed the given associate’s or jointly controlled entity’s obligations or made a payment on its behalf. The Group analyses impairment of investments in associates and jointly controlled entities, and impairment losses are recognised in the financial result of the present year.

Unrealised gains on transactions between the Group and its associates or jointly controlled entities are eliminated proportionately to the Group’s stake in associates or jointly controlled entities. Unrealised losses are also eliminated unless the transaction provides evidence of impairment for the given asset. The accounting rules applied by associates or jointly controlled entities are adjusted as necessary to ensure consistency with the Group’s accounting rules.

Mergers and acquisitions 

Mergers and acquisitions of entities that are not under joint control are accounted for using the equity method.

Purchase of associates and jointly controlled entities 

Based on agreements concerning a given investment, the Company judges whether there is joint control or significant influence.

^1. indirect subsidiary through stake in ENEA Elektrownia Połaniec S.A.
^2. indirect subsidiary through stake in Lubelski Węgiel BOGDANKA S.A.
^3. indirect subsidiary through stake in ENEA Innowacje Sp. z o.o.
^4. indirect subsidiary through stake in ENEA Operator Sp. z o.o.
^5. on 30 March 2015 the company’s extraordinary general meeting adopted a resolution on the dissolution of the company following a liquidation proceeding; the resolution entered into force on 1 April 2015. An application for the company to be removed from the National Court Register was filed on 5 November 2015. At the date on which these consolidated financial statements were prepared, procedural activities connected with removing the entity from the National Court Register were in progress.
^6. on 7 May 2021 an Extraordinary General Meeting of ENEA Innowacje Sp. z o.o. adopted a resolution regarding an increase of the company’s share capital by PLN 4 500 thousand, i.e. from PLN 26 360 thousand to PLN 30 860 thousand, by issuing 45 000 new shares with a nominal value of PLN 100.00 each. All of the new-issue shares were acquired by ENEA S.A. and were paid for with a cash contribution. The share capital increase was registered at the National Court Register on 1 July 2021.
^7. on 12 April 2021 an Extraordinary General Meeting of ENEA Badania i Rozwój Sp. z o.o. adopted a resolution on a merger with ENEA Innowacje Sp. z o.o. through the acquisition of ENEA Badania i Rozwój Sp. z o.o. by ENEA Innowacje Sp. z o.o.
The merger of ENEA Innowacje Sp. z o.o. and ENEA Badania i Rozwój Sp. z o.o. was entered in the National Court Register on 1 June 2021.
^8. on 19 August 2021, an Extraordinary General Meeting of ElectroMobility Poland S.A. adopted a resolution to reduce share capital by PLN 17 700 thousand, by decreasing the nominal value of all shares, from the existing amount of PLN 7 000.00 each to a new nominal value of PLN 5 230.05 each. The aim of this share capital reduction was to transfer funds from share capital to supplementary capital. The general meeting also adopted a resolution to increase share capital by PLN 249 996 thousand, to PLN 302 297 thousand, for a total issue price of PLN 250 000 thousand, which was paid for by the State Treasury with a monetary contribution. The new share issue was carried out as a private subscription. All of the new shares are ordinary registered shares. The share premium was transferred to supplementary capital. The new shares were taken up and paid for by the State Treasury. The share capital increase was registered by the register court on 30 September 2021. ENEA S.A. currently holds a 4.325% stake in share capital. ElectroMobility Poland S.A. shares are presented in the consolidated statement of financial position in the item: Financial assets measured at fair value.
^9. in September 2021 the sale of 187 500 Polimex – Mostostal S.A. shares previously held by ENEA S.A. was finalised, thus decreasing ENEA S.A.’s stake in that company’s share capital from 16.48% to 16.40%. On 30 August 2021, the Company submitted a demand to exercise its call option and made a bank transfer for 187 500 Polimex – Mostostal S.A. shares. In November 2021, ENEA S.A. submitted a demand to exercise its call option and (in December 2021) made a bank transfer for 125 500 Polimex – Mostostal S.A. shares. An increase in Polimex – Mostostal’s share capital by PLN 2 500 thousand was registered on 16 February 2022. ENEA S.A. currently holds a 16.45% stake in that company’s share capital.
¹⁰. on 16 December 2021 ENEA S.A. executed an agreement to purchase form ENEA Wytwarzanie Sp. z o.o. 13 156 shares in Przedsiębiorstwo Energetyki Cieplnej sp. z o.o., based in Oborniki, with a nominal value of PLN 500.00 each and total nominal value of PLN 6 578 thousand, constituting 99.93% of its share capital, for a total of PLN 2 303 thousand (PLN 175.05 per share).
¹¹. on 16 December 2021 ENEA S.A. executed an agreement to purchase form ENEA Wytwarzanie Sp. z o.o. 24 695 shares in Miejska Energetyka Cieplna Piła sp. z o.o., based in Piła, with a nominal value of PLN 1 000.00 each and total nominal value of PLN 24 695 thousand, constituting 71.11% of its share capital, for a total of PLN 28 357 thousand (PLN 1 148.29 per share).
¹². on 14 December 2021 ENEA Nowa Energia Sp. z o.o. executed an agreement to purchase 100 shares in SUN ENERGY 7 Sp. z o.o., based in Główczyce, with a nominal value of PLN 50.00 each and total nominal value of PLN 5 thousand, constituting 100% of share capital, for the total price of PLN 2 921 thousand (PLN 29 209.24 per share), along with an agreement to purchase 100 shares in GPK energia Sp. z o.o., based in Krzęcin, with a nominal value of PLN 50.00 each and total nominal value of 5 thousand, constituting 100% of share capital, for the total price of PLN 487 thousand (PLN 4 865.44 per share). Due to their immateriality, these companies are not included in these consolidated financial statements.