Interim report
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Condensed Interim Consolidated Financial Statements prepared in accordance with IAS 34 for the three-month period ended 31 March 2025
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 2 TABLE OF CONTENTS CONDENSED INTERIM CONSOLIDATED STATEMENT OF PROFIT OR LOSS ................................ ................................ ...... 3 CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ................................ ...................... 4 CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION ................................ ................................ 5 CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ................................ ................................ 7 CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS ................................ ................................ ............. 8 1. General information ................................ ................................ ................................ ................................ ............... 9 2. Composition of the Group, joint ventures and associates ................................ ................................ ....................... 9 3. Composition of the Parent Company’s Management Board ................................ ................................ ................. 11 4. Approval of the financial statements ................................ ................................ ................................ ..................... 11 5. Basis for preparation of the financial statements ................................ ................................ ................................ .. 11 6. Material items subject to professional judgment and estimates ................................ ................................ ............ 12 7. Significant accounting policies ................................ ................................ ................................ ............................. 12 8. Explanations regarding the seasonality and cyclicality of operations in the period under review ........................... 12 9. Change in the presentation of comparative data ................................ ................................ ................................ .. 12 NOTES ON BUSINESS LINES (OPERATING SEGMENTS) ................................ ................................ ................................ ..... 14 10. Business lines (Operating segments) ................................ ................................ ................................ ................... 14 NOTES TO CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION ................................ ........... 18 11. Property, plant and equipment, intangible assets and right-of-use assets ................................ ............................ 18 12. Impairment tests for property, plant and equipment, and goodwill ................................ ................................ ........ 18 13. Cash and cash equivalents ................................ ................................ ................................ ................................ .. 18 14. Earnings per share ................................ ................................ ................................ ................................ ............... 18 15. Dividends ................................ ................................ ................................ ................................ ............................. 18 16. Provisions ................................ ................................ ................................ ................................ ............................ 19 NOTES ON FINANCIAL INSTRUMENTS ................................ ................................ ................................ ................................ . 20 17. Financial instruments ................................ ................................ ................................ ................................ ........... 20 OTHER NOTES ................................ ................................ ................................ ................................ ................................ ........ 26 18. Investment commitments ................................ ................................ ................................ ................................ ..... 26 19. Related party disclosures ................................ ................................ ................................ ................................ ..... 27 20. Contingent assets and liabilities ................................ ................................ ................................ ........................... 28 21. Other information significantly affecting the assessment of assets, financial standing and the financial result of the Group ................................ ................................ ................................ ................................ ........................ 28 22. Material subsequent events ................................ ................................ ................................ ................................ . 29
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 3 CONDENSED INTERIM CONSOLIDATED STATEMENT OF PROFIT OR LOSS Three-month period ended 31 March 2025 (unaudited) Three-month period ended 31 March 2024 (unaudited) Sales revenue 5,769 5,373 Revenue from the Price Difference Payout Fund 167 881 Cost of sales (4,799) (5,174) Gross profit on sales 1,137 1,080 Other operating income 61 75 Selling and distribution expenses (196) (159) General and administrative expenses (136) (117) Other operating expenses (37) (74) (Impairment)/reversal of impairment on trade receivables (13) (25) Finance income 13 29 Finance expenses (239) (209) (Impairment)/reversal of impairment on interest on trade receivables (2) (2) Share in profit (loss) of entities accounted for using the equity method (12) (31) Profit/(loss) before tax 576 567 Income tax (92) (136) Net profit/(loss) for the period 484 431 Attributable to: Equity holders of the Parent Company 492 436 Non-controlling interests (8) (5) Earnings/(loss) per share (in PLN) - basic 1.19 1.05 - diluted 1.19 1.05
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 4 CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Three-month period ended 31 March 2025 (unaudited) Three-month period ended 31 March 2024 (unaudited) Net profit or loss for the period 484 431 Items that will never be reclassified to profit or loss (57) (36) Actuarial gains and losses on defined benefit plans (71) (45) Deferred tax 14 9 Items that may subsequently be reclassified to profit or loss (1) 3 Exchange differences arising on the translation of foreign entities (2) (1) Cash flow hedges 2 5 Deferred tax (1) (1) Share in other comprehensive income of entities accounted for using the equity method - 2 Net other comprehensive income (58) (31) Total comprehensive income 426 400 Attributable to: Equity holders of the Parent Company 434 405 Non-controlling interests (8) (5)
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 5 CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 March 2025 (unaudited) As at 31 December 2024 (restated data) ASSETS Non-current assets Property, plant and equipment 25,343 24,962 Intangible assets 743 832 Right-of-use assets 1,344 1,331 Goodwill 444 444 Investments in associates and joint ventures accounted for using the equity method 76 89 Deferred tax assets 327 184 Other non-current financial assets 21 21 Other non-current assets 119 146 Mandatory inventories 57 110 28,474 28,119 Current assets Inventories 164 154 Income tax receivables 54 59 Trade receivables 3,384 4,377 Other current financial assets 926 1,038 Cash and cash equivalents 837 989 Other current assets 918 903 6,283 7,520 TOTAL ASSETS 34,757 35,639
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 6 As at 31 March 2025 (unaudited) As at 31 December 2024 EQUITY AND LIABILITIES Equity Share capital 4,522 4,522 Foreign exchange differences from translation of a foreign entity (5) (3) Reserve capital 1,031 1,031 Supplementary capital 1,748 1,748 Cash flow hedge reserve - (1) Retained earnings 4,931 4,496 Equity attributable to equity holders of the Parent Company 12,227 11,793 Non-controlling interest 883 891 13,110 12,684 Non-current liabilities Credits and loans 9,267 9,070 Debt securities issued 1,743 1,774 Non-current provisions 792 723 Deferred tax liability 1,007 1,018 Non-current deferred income and grants 441 435 Lease liabilities 1,066 1,098 Other non-current financial liabilities 180 162 Contract liabilities 6 6 14,502 14,286 Current liabilities Trade payables 1,273 1,894 Contract liabilities 559 729 Current credits and loans 190 183 Debt securities issued 18 40 Income tax payable 29 24 Deferred income and grants 205 251 Current provisions 729 942 Other financial liabilities 3,790 4,378 Other current liabilities 352 228 7,145 8,669 Total liabilities 21,647 22,955 TOTAL EQUITY AND LIABILITIES 34,757 35,639
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 7 CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Equity attributable to equity holders of the Parent Company Non- controlling interest Total equity Share capital Foreign exchange differences from translation of a foreign entity Reserve capital Supplementar y capital Cash flow hedge reserve Retained earnings Total As at 1 January 2025 4,522 (3) 1,031 1,748 (1) 4,496 11,793 891 12,684 Net other comprehensive income - (2) - - 1 (57) (58) - (58) Net profit for the period - - - - - 492 492 (8) 484 Total comprehensive income for the period - (2) - - 1 435 434 (8) 426 As at 31 March 2025 (unaudited) 4,522 (5) 1,031 1,748 - 4,931 12,227 883 13,110 As at 1 January 2024 4,522 (1) 1,031 1,711 (9) 4,260 11,514 928 12,442 Net other comprehensive income - (1) - - 4 (34) (31) - (31) Net profit for the period - - - - - 436 436 (5) 431 Acquisition of ZCP - - - - - 1 1 - 1 Total comprehensive income for the period - (1) - - 4 403 406 (5) 401 As at 31 March 2024 (unaudited) 4,522 (2) 1,031 1,711 (5) 4,663 11,920 923 12,843
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 8 CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS Three-month period ended 31 March 2025 (unaudited) Three-month period ended 31 March 2024 (unaudited) (restated data) Cash flows from operating activities Profit/(loss) before tax 576 567 Adjustments for: Share in (profit)/loss of entities accounted for using the equity method 12 31 (Profit)/loss on foreign exchange differences 14 7 Amortization and depreciation 348 307 Net interest and dividends 190 149 (Profit)/loss on investing activities 5 4 Change in provisions 231 (178) Change in contract liabilities and consideration refund liabilities (301) (175) Other adjustments 36 85 Changes in working capital: Change in current receivables, current prepaid expenses and accrued income 1,108 (447) Change in inventories (10) (88) Change in current liabilities, excluding credits and loans, current accrued expenses and deferred income (641) (405) 1,568 (143) Income tax (paid) (223) (36) Net cash from operating activities 1,345 (179) Cash flows from investing activities Disposal of property, plant and equipment, intangible assets and investments into investment property 2 1 Purchase of property, plant and equipment and intangible assets (1,519) (1,574) Net cash flow from cash pooling 89 200 Acquisition of a subsidiary, organized part of an enterprise or recognition of a joint operation at initial recognition less cash - (68) Other cash flows from financial assets (9) (29) Acquisition of shares in entities accounted for using the equity method - (1) Interest received 10 18 Other (1) 11 Net cash from investing activities (1,428) (1,442) Cash flows from financing activities Proceeds from debt incurred 284 1,208 Repayment of debt incurred (96) (459) Net cash flow from cash pooling 65 1,066 Repayment of lease liabilities (64) (56) Grants received 15 9 Interest paid (258) (148) Other (8) (33) Net cash from financing activities (62) 1,587 Net increase/(decrease) in cash and cash equivalents (145) (34) Cash and cash equivalents at the beginning of the period 989 521 Change in cash due to foreign exchange differences (7) (10) Cash and cash equivalents at the end of the period 837 477 of which restricted cash 175 178
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 9 ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION 1. General information The Energa SA Group (the “Group”) consists of Energa Spółka Akcyjna (the “Parent Company”, the “Company”) and its subsidiaries (see Note 2). Name of the Parent Company: Energa SA Legal form: joint stock company Country of establishment: Republic of Poland Registered office: Gdańsk Address: Al. Grunwaldzka 472, 80-309 Gdańsk National Court Register number (KRS): 0000271591 Business statistical number (REGON): 220353024 Tax identification number (NIP): 957-095-77-22 The Parent Company has been established for an indefinite time. The condensed interim consolidated financial statements of the Group cover the three -month period ended 31 March 2025 and contain the relevant comparative data. The core business of the Group is: 1. distribution and sale of electricity and heat; 2. production of electricity and heat; 3. trading in electricity. As at 31 March 2025, ORLEN SA is the parent company of the Company and the ultimate controlling party of the Energa Group. 2. Composition of the Group, joint ventures and associates 2.1. Composition of the Group at the end of the reporting period As at 31 March 2025, the Group consists of Energa SA and the following subsidiaries: No. Company name Registered office Line of business % stake held by the Group in share capital as at 31 March 2025 31 December 2024 Distribution 1 Energa-Operator SA Gdańsk distribution of electricity 100.00 100.00 2 Energa Operator Wykonawstwo Elektroenergetyczne Sp. z o.o. Słupsk contracting and design 100.00 100.00 New Energy 3 Energa Wytwarzanie SA Gdańsk production of energy 100.00 100.00 4 Energa MFW 1 Sp. z o.o. Gdańsk production of energy 100.00 100.00 5 Energa MFW 2 Sp. z o.o. Gdańsk production of energy 100.00 100.00 6 Energa Wind Service Sp. z o.o. Gdańsk holdings and management of companies and enterprises 100.00 100.00 7 Wena Projekt 2 Sp. z o.o. Gdańsk contracting and design 100.00 100.00 8 PVE 28 Sp. z o.o. Gdańsk implementation of investment projects 100.00 100.00 9 VRS 14 Sp. z o.o. Gdańsk implementation of investment projects 100.00 100.00 10 E & G Sp. z o.o. Gdańsk implementation of investment projects 100.00 100.00 11 Energa Green Development Sp. z o.o. Gdańsk implementation of investment projects 100.00 100.00
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 10 No. Company name Registered office Line of business % stake held by the Group in share capital as at 31 March 2025 31 December 2024 12 Energa Prowis Sp. z o.o. Gdańsk implementation of investment projects 100.00 100.00 13 Farma Wiatrowa Szybowice Sp. z o.o. Gdańsk implementation of investment projects 100.00 100.00 14 Energa Storage Sp. z o.o. (formerly Aktywa Ostrołęka Sp. z o.o.) Gdańsk implementation of investment projects 100.00 100.00 15 Helios Polska Energia Sp. z o.o. Gdańsk implementation of investment projects 100.00 100.00 Conventional Energy 16 Energa Elektrownie Ostrołęka SA Ostrołęka production of energy 89.64 89.64 17 Energa Serwis Sp. z o.o. Ostrołęka repair and maintenance services 89.64 89.64 18 ECARB Sp. z o.o. Gdańsk financing activity 89.64 89.64 19 CCGT Ostrołęka Sp. z o.o. Ostrołęka production of energy 50.00 50.00 20 CCGT Grudziądz Sp. z o.o. Grudziądz production of energy 100.00 100.00 21 CCGT Gdańsk Sp. z o.o. Gdańsk production of energy 100.00 100.00 Heating 22 Energa Kogeneracja Sp. z o.o. Elbląg production of energy 100.00 100.00 23 Energa Ciepło Ostrołęka Sp. z o.o. Ostrołęka distribution of heat 100.00 100.00 24 Energa Ciepło Kaliskie Sp. z o.o. Kalisz distribution of heat 91.24 91.24 25 Centrum Badawczo-Rozwojowe im. M. Faradaya Sp. z o.o. Gdańsk development activity in engineering 100.00 100.00 Energy Retail 26 Energa-Obrót SA Gdańsk trading in electricity 100.00 100.00 Other 27 Energa Oświetlenie Sp. z o.o. Sopot lighting services 100.00 100.00 28 Enspirion Sp. z o.o. Gdańsk organization and management of development of innovative power projects 100.00 100.00 29 Energa Logistyka Sp. z o.o. Płock logistics and supply 100.00 100.00 30 Energa Informatyka i Technologie Sp. z o.o. Gdańsk information and communication technologies 100.00 100.00 31 Energa Finance AB (publ) Stockholm financing activity 100.00 100.00 Besides, as at 31 March 2025, the Group holds shares in the joint venture Baltic Offshore Service Solution Spółka z o.o. and in the associate Polimex-Mostostal SA (“Polimex”) (see description in Note 2.2).
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 11 2.2. Joint ventures and associates 2.2.1. Polimex-Mostostal On 18 January 2017, the Management Board of Energa SA along with Enea SA, PGE SA, PGNiG Technologie SA (presently ORLEN Technologie SA) (“Investors”) and Polimex -Mostostal SA signed an investment agreement (“Investment Agreement”) under which the Investors undertook to make an equity investment in Polimex. Energa SA holds approx. 40 million shares with nominal value of PLN 2 each, which translates into a 16.33% stake in Polimex. The stake in Polimex was classified as an associate accounted for using the equity method. The Investors’ Committee, established under the Investment Agreement and composed of all Investors, exerts significant influence on the investment through its role in financial and operational policy-making and determining the composition of Polimex governing bodies. Polimex is an engineering and construction company with its registered office in Warsaw, listed on the Warsaw Stock Exchange. As a result of valuation of the shares held by the Group, made in the second half of 2024, an impairment loss of PLN 5 m was recognized for those shares. As at 31 March 2025, the value of investment in the consolidated financial statements amounts to PLN 77 m. 2.2.2. Baltic Offshore Service Solution On 19 February 2024, Energa Wytwarzanie SA and Northland Power International Holdings B.V. established Baltic Offshore Service Solution Spółka z o.o. Baltic Offshore Service Solution Spółka z o.o. is the first consortium in Poland to offer a comprehensive management service for offshore wind farms. The company will also be responsible for the operation of ORLEN Group’s planned 24/7 Offshore Wind Farm Management Center. This unit will control, monitor and coordinate the activities of offshore assets. The investment was classified as a joint venture and is recognized using the equity method. Baltic Offshore Service Solution Spółka z o.o. is a privately held company and, therefore, there are no market quotes for its share prices. As at 31 March 2025, the value of the investment in Baltic Offshore Service Solution Spółka z o.o. in the consolidated financ ial statements is PLN 0.4 m. 3. Composition of the Parent Company’s Management Board In Q1 2025 and in the period until the date of preparation of these financial statements, the Management Board of Energa SA was composed of the following persons: 1) from 1 January 2025 to 3 February 2025: • Sławomir Staszak - President of the Management Board; • Piotr Szymanek - Vice-President of the Management Board; 2) from 4 February 2025 until the issue of these financial statements: • Sławomir Staszak - President of the Management Board; • Magdalena Kamińska - Vice-President of the Management Board, • Piotr Szymanek - Vice-President of the Management Board. 4. Approval of the financial statements These condensed interim consolidated financial statements were approved for publication by the Company's Management Board on 21 May 2025. 5. Basis for preparation of the financial statements These condensed interim consolidated financial statements have been prepared on the historical cost basis except for financia l instruments measured at fair value through profit or loss and hedging derivatives. These condensed interim consolidated financial statements are presented in millions of Polish zloty (“PLN m”) and have been prepared based on the assumption that the Group would continue as a going concern in the foreseeable future. 5.1. Statement of compliance These condensed interim consolidated financial statements of the Energa SA Group have been prepared in accordance with the International Accounting Standard 34, Interim Financial Reporting, as endorsed in the European Union. They do not include all the information required for a complete set of financial statements compliant with the International Financial Reporting Standards (“IFRS”) as approved by the EU (“IFRS EU”). However, selected notes are included to explain events and transactions that are relevant to the understanding of the changes in the Group’s financial position and performance since the last annual consolidated financial statements as at and for the year ended 31 December 2024. 5.2. Functional and presentation currency The functional currency of the parent company and other Polish companies covered by these condensed interim consolidated financial statements and the presentation currency of these condensed interim consolidated financial statements is the Polish zloty. For Energa Finance AB (publ), the functional currency of the separate financial statements is euro. For the purpose of these financial statements, the underlying accounts of the above-mentioned companies have been converted into PLN as follows: data in the statement of financial position, except equity - at the average exchange rate at the reporting date; equity - at the exchange rate at the date of transaction; data in the statement of profit or loss - at the average exchange rate for the reporting period. Exchange differences from conversion are recognized in other comprehensive income.
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 12 6. Material items subject to professional judgment and estimates In the current reporting period, no changes were made to the scope or methods used in making significant estimates. Changes in estimates were attributable to the events occurring during the reporting period. The preparation of the condensed interim consolidated financial statements in accordance with the International Accounting Standard 34, Interim Financial Reporting, as endorsed in the European Union (“EU”) requires the Management Board to adopt certain assumptions and estimates that affect the amounts reported in these condensed interim consolidated financial statements and notes thereto. The assumptions and estimates are based on the Management Board’s best knowledge of current and future activities and events. However, actual results may differ from those anticipated. 7. Significant accounting policies The Group’s accounting policies are applied on a continuous basis and the material accounting policies applied by the Group are the same as those described in the financial statements for the year 202 4, except for the changes arising from amendments to IFRS EU and presentation changes described in Note 9. 7.1. Standards and interpretations applied for the first time in 2024 The following amendments to existing standards issued by the International Accounting Standards Board (IASB) and approved for use in the EU are applicable for the first time to the Group’s 2025 financial statements: • Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates - Lack of Exchangeability, endorsed in the EU on 12 November 2024 (effective for annual periods beginning on or after 1 January 2025). 7.2. Standards and interpretations adopted by the IASB but not yet endorsed in the EU IFRS, as endorsed in the EU, do not differ significantly from the standards issued by the International Accounting Standards Board (IASB) save for the following new standards and amendments to standards that have not yet been endorsed for use in the EU: • Amendments to classification and measurement of financial instruments (amendments to IFRS 9 and IFRS 7) (effective for annual periods beginning on or after 1 January 2026); • IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027); • IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective for annual periods beginning on or after 1 January 2027). • Annual improvements to IFRS standards (vol. 11, effective for annual periods beginning on or after 1 January 2026), including amendments to: IFRS 1 First -time Adoption of International Financial Reporting Standards, IFRS 7 Financial Instruments; Disclosures, IFRS 9 Financial Instruments, IFRS 10 Consolidated Financial Statements and IAS 7 Statement of Cash Flows: Cost Method; • Contracts Referencing Nature -dependent Electricity (Amendments to IFRS 9 and IFRS 7) (effective for annual periods beginning on or after 1 January 2026). In the event of implementation of other above-mentioned standards, the Group does not anticipate the related changes to have a significant impact on its financial statements. 8. Explanations regarding the seasonality and cyclicality of operations in the period under review Sales and distribution of electricity and heat during the year are subject to seasonal fluctuations. The volume of energy sold and distributed and, consequently, sales revenue rise during the winter months and fall in the summer months. This is dependent on the ambient temperature and length of the day. The extent of fluctuations is determined by low temperatures and shorter days in winter and higher temperatures and longer days in summer. The seasonal nature of energy sales and distribution applies to a greater extent to small individual customers than to industrial sector clients. In the generation area, the seasonality of production at the Ostrołęka power plant results from the must -run operation for the Polish Transmission System Operator and is indirectly dependent on the availability of the power generation units and the pursued sales strategy. Hydropower production depends on the prevailing hydrological conditions and tends to decline in summer. The level of wind production results from the weather conditions (windiness), with higher volumes generated in autumn and winter. Photovoltaic generation is based on the insolation of the PV panels, which means that it is correspondingly higher in summer. Energy production in the Group’s CHP is linked to the production of heat, which is mainly dependent on the demand for heat from the Group’s local customers and is therefore chiefly determined by low air temperatures observable in Poland in winter. 9. Change in the presentation of comparative data In the consolidated financial statements for the period ended 31 March 2025, the Group made changes to the presentation in the consolidated statement of profit or loss. The changes concern: - impairment/reversal of impairment on trade receivables, previously presented under other operating income or expenses, and impairment/reversal of impairment on interest on trade receivables, previously presented under finance income or expenses, - measurement and accounting of derivatives not covered by hedge accounting to hedge exchange rate risks to the extent that it is a hedge of exposure to operating risks in operating activities, previously presented in financing activities, - interest income on receivables - presentation in operating activities, previously presented in financing activities, - foreign exchange differences on trade receivables and trade payables - presentation in operating activities, previously presented in financing activities.
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 13 Accordingly, the Group restated the comparative data in the consolidated statement of profit or loss for the period from 1 January 2024 to 31 December 2024: Three-month period ended Change in presentation Three-month period ended 31 March 2024 (as previously reported) 31 March 2024 (restated data) Other operating income 88 (13) 75 Other operating expenses (118) 44 (74) (Impairment)/reversal of impairment on trade receivables - (25) (25) Finance income 76 (47) 29 Finance expenses (252) 43 (209) (Impairment)/reversal of impairment on interest on trade receivables - (2) (2) Loss before tax 567 - 567 Income tax (136) - (136) Net loss 431 - 431 Attributable to: Equity holders of the Parent Company 436 - 436 Non-controlling interests (5) - (5) EBITDA 1,081 6 1,087 The aforementioned changes are intended to align the presentation of data in the consolidated statement of profit or loss with the guidelines applicable at the Orlen Group. The Group changed the presentation of mandatory inventories in the consolidated statement of financial position for the period ended 31 March 2025. “Mandatory inventories” were separated from “Inventories” (presented in the current assets group) and transferred to the non -current assets group under a separate item to separately present the amount of inventories, which the Group is required to maintain in accordance with applicable laws and which are not used in the Group’s normal operating cycle. As at 31 December 2024 (previously reported data) Change in presentation As at 31 December 2024 (restated data) ASSETS Non-current assets Mandatory inventories - 110 110 - 110 110 Current assets - - - Inventories 264 (110) 154 264 (110) 154 With reference to the above-described change in the presentation of mandatory inventories in the consolidated statement of financial position, the Group restated the comparative data in the consolidated statement of profit or loss for the period from 1 January 2024 to 31 December 2024: Three-month period ended 31 March 2024 (as previously reported) Change in presentation Three-month period ended 31 March 2024 (restated data) Cash flows from operating activities Adjustments for: Other adjustments (1) 86 85 Changes in working capital:
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 14 Change in inventories (2) (86) (88) NOTES ON BUSINESS LINES (OPERATING SEGMENTS) 10. Business lines (Operating segments) The Group presents segment information in accordance with IFRS 8 Operating Segments for the current and comparative reporting periods. The Group is organized and managed within segments, which are distinguished according to the type of products offered. Starting from Q1 2025, a new division of Energa Group companies into business lines was adopted, including the creation of new business lines, which until now have been reported under the Generation Business Line. The division into business lines is consistent with the strategy presented by Orlen. The present Group’s reporting is broken down into five main segments and other activity referred to as business lines, according to the Group’s terminology: • Distribution - distribution of electricity by Energa-Operator SA (Distribution System Operator) and activities directly associated with the distribution operations conducted by other Group companies; • New Energy - production of electricity from renewable sources. The New Energy Business Line also includes entities that implement investment projects in the renewable energy generation infrastructure and energy storage area; • Conventional Energy - production of electricity from conventional sources, maintenance and repair activity related directly to the production of energy. The Conventional Energy Business line also includes entities that implement investment projects in the conventional generation infrastructure; • Heating - production and distribution of heat and cogeneration of electricity; • Energy Retail - trade in electricity and gas, as well as servicing end customers and sale of energy -related products and services; • Other - a shared ICT services center, as well as financial activities, real estate management, logistics and procurement. The Other Business Line also includes entities providing energy services, including lighting services. The Parent Company’s operations are also included in the Other Business Line. The key measures used by the Management Board of Energa SA to assess the performance of the business lines are net profit and EBITDA, i.e. operating profit/(loss) (calculated as the profit or loss before tax adjusted by the share in profit /(loss) of entities accounted for using the equity method, (impairment)/reversal of impairment on interest on trade receivables, finance income and finance expenses), plus amortization and depreciation, and impairment losses on non-financial non-current assets. The rules applied to the determination of business line results and measure the business line’s assets and liabilities are consistent with the rules used to prepare the consolidated financial statements. The share in the result of the entities measured usi ng the equity method is recognized in consolidation eliminations and adjustments. Transactions between business lines are accounted for on an arm’s-length basis. The Group does not present information by geographic segment since its operations conducted for international clients and its international assets are not materials for the Group’s business. The tables below show the allocation of revenues and expenses to individual reporting segments for the period from 1 January to 31 March 2025, as well as financial assets and liabilities as at 31 March 2025, together with relevant restated comparative information.
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 15 Three-month period ended 31 March 2025 (unaudited) or as at 31 March 2025 (unaudited) Distribution New Energy Conventional Energy Heating Energy Retail Other Consolidation eliminations and adjustments Total business Revenue Sales to external customers 1,925 175 445 158 2,924 142 - 5,769 Sales between business lines 18 1 27 3 21 145 (215) - Revenue from the Price Difference Payout Fund - - - 11 156 - - 167 Total business line revenue 1,943 176 472 172 3,101 287 (215) 5,936 EBITDA 965 101 92 39 (62) 28 1 1,164 Amortization and depreciation 271 42 4 7 10 18 (4) 348 Impairment losses on non-financial non- current assets - - - - - - - - Operating profit or loss 694 59 88 32 (72) 10 5 816 Net finance income/expenses (226) (Impairment)/reversal of impairment on interest on trade receivables (2) Share in profit/(loss) of the entities measured using the equity method (12) Profit or loss before tax 576 Income tax (92) Net profit or loss 484 Assets and liabilities Cash and cash equivalents 12 70 361 4 8 382 - 837 Total assets 19,770 4,582 5,816 726 3,280 12,535 (11,952) 34,757 Financial liabilities 6,819 3,045 2,558 674 1,467 4,200 (3,139) 15,624 Other business line information Capital expenditures 507 113 86 17 4 19 - 746
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 16 Three-month period ended 31 March 2024 (unaudited) or as at 31 December 2024 Distribution New Energy Conventional Energy Heating Energy Retail Other Consolidation eliminations and adjustments Total business Revenue Sales to external customers 1,719 275 232 134 2,864 149 - 5,373 Sales between business lines 16 1 28 3 40 161 (249) - Revenue from the Price Difference Payout Fund 220 - - 15 646 - - 881 Total business line revenue 1,955 276 260 152 3,550 310 (249) 6,254 EBITDA 951 202 (41) 16 (50) 14 (5) 1,087 Amortization and depreciation 248 29 2 7 8 17 (4) 307 Impairment losses on non-financial non- current assets - - - - - - - - Operating profit or loss 703 173 (43) 9 (58) (3) (1) 780 Net finance income/expenses (180) (Impairment)/reversal of impairment on interest on trade receivables (2) Share in profit/(loss) of the entities measured using the equity method (31) Profit or loss before tax 567 Income tax (136) Net profit or loss 431 Assets and liabilities Cash and cash equivalents 5 90 458 4 17 415 - 989 Total assets 19,652 4,348 6,013 730 4,386 12,886 (12,376) 35,639 Financial liabilities 6,634 2,678 2,548 689 1,799 4,350 (3,263) 15,435 Other business line information Capital expenditures 364 50 293 19 26 11 (4) 759
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 17 Three-month period ended 31 March 2025 (unaudited) Distribution New Energy Conventiona l Energy Heating Energy Retail Other Consolidation eliminations and adjustments Total business Revenue from sales of goods, products and materials, of which: 2 167 472 140 2,922 121 (112) 3,712 Electricity - 146 390 15 2,923 - (20) 3,454 Gas - - - - 8 - - 8 Other goods, products and materials 2 21 82 125 12 121 (92) 271 Excise tax - - - - (21) - - (21) Revenue from sales of services, of which: 1,941 9 - 21 23 166 (103) 2,057 Distribution and transit services 1,908 - - 16 - - (14) 1,910 Customer connection fees 15 - - - - - - 15 Other services 18 9 - 5 23 166 (89) 132 TOTAL 1,943 176 472 161 2,945 287 (215) 5,769 of which: Revenue from goods, products and materials transferred or services provided on a continuous basis 1,908 146 390 31 2,910 - (34) 5,351 Revenue from goods, products and materials transferred or services provided at a specific time 35 30 82 130 35 287 (181) 418 Three-month period ended 31 March 2024 (unaudited) Distribution New Energy Conventiona l Energy Heating Energy Retail Other Consolidation eliminations and adjustments Total business Revenue from sales of goods, products and materials, of which: 2 252 260 126 2,871 147 (140) 3,518 Electricity 1 228 174 7 2,805 - (32) 3,183 Gas - - - - 77 - - 77 Other goods, products and materials 1 24 86 119 11 147 (108) 280 Excise tax - - - - (22) - - (22) Revenue from sales of services, of which: 1,733 24 - 11 33 163 (109) 1,855 Distribution and transit services 1,695 - - 7 7 - (18) 1,691 Customer connection fees 18 - - - - - - 18 Other services 20 24 - 4 26 163 (91) 146 TOTAL 1,735 276 260 137 2,904 310 (249) 5,373 of which: Revenue from goods, products and materials transferred or services provided on a continuous basis 1,696 228 174 14 2,867 - (50) 4,929 Revenue from goods, products and materials transferred or services provided at a specific time 39 48 86 123 37 310 (199) 444
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 18 NOTES TO CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION 11. Property, plant and equipment, intangible assets and right-of-use assets Property, plant and equipment In the current reporting period, the Group: • incurred capital expenditures on property, plant and equipment in the amount of PLN 693 m (PLN 712 m in the corresponding period of 2024). Intangible assets In the current reporting period, the Group: • incurred capital expenditures on intangible assets in the amount of PLN 21 m (and the same amount, PLN 21 m, was incurred by the Group in Q1 2024), • incurred capital expenditures on energy certificates of origin, CO2 emission allowances and energy efficiency certificates in the amount of PLN 356 million (PLN 666 million in the corresponding period of 2024). Right-of-use assets In the current reporting period, the Group increased right-of-use assets by PLN 32 million (PLN 26 million in the corresponding period of 2024) as a result of new agreements or the revision of existing ones. 12. Impairment tests for property, plant and equipment, and goodwill In Q1 2025, based on an assessment whether there were any internal or external indications of impairment of the Energa Group's property, plant and equipment, no indications of significant impairment of those assets were identified. Accordingly, it was decided that no impairment test was necessary. 13. Cash and cash equivalents Cash at bank earns interest at variable interest rates negotiated with the banks, which are driven by the interest rates for overnight deposits. Short -term deposits are made for different periods, from one day to three months, depending on the Group’s current cash needs, and earn interest at interest rates negotiated individually with banks. The Group conducts ongoing monitoring of financial institutions’ ratings, depositing funds only in the banks with an investment level rating. The Group does not recognize an impairment loss on funds kept on fixed-term deposits as the related credit risk is deemed immaterial. The balance of cash and cash equivalents presented in the statement of cash flows comprises the following items: As at 31 March 2025 (unaudited) As at 31 March 2024 (unaudited) Cash at bank and in hand 768 477 Short-term deposits up to 3 months 69 - Total cash and cash equivalents 837 477 of which restricted cash 175 178 Restricted cash presented in the consolidated statement of cash flows constitutes primarily the funds kept in the VAT account (split payment), security for the liability from acquisition of shares in E & G Sp. z o.o. and the security for settlements with the Commodity Clearing House (Izba Rozliczeniowa Giełd Towarowych SA). 14. Earnings per share There were no diluting instruments in the Parent Company, therefore net diluted earnings per share are equal to basic earnings per share. The data used to calculate earnings per share are presented below. Three-month period ended 31 March 2025 (unaudited) Three-month period ended 31 March 2024 (unaudited) Net profit or loss attributable to equity holders of the Parent Company 492 436 Net profit or loss attributable to ordinary equity holders of the Parent Company 492 436 Number of shares used to calculate earnings per share (millions) 414 414 Earnings or loss per share (basic and diluted) (PLN) 1.19 1.05 15. Dividends By the date of approval of these financial statements for publication, no decision had been made as to the distribution of profit.
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 19 16. Provisions 16.1. Provisions for employee benefits The Group recognizes provisions for post -employment benefits and long service bonuses in amounts calculated using actuarial methods. The amount of provisions recognized in these financial statements derives from the projection of provisions as at 31 March 2025, carried out by an independent actuary. The projection was based on the main assumptions used to measure provisions as at 31 December 2024, except the updated discount rate and the expected growth rate of the energy equivalent. The discount rate used to project the provisions as at 31 March 2025 was assumed at 5.8% (as at 31 December 2024: 5.9%). Non-current Current Total 31 March 2025 (unaudited) 31 December 2024 31 March 2025 (unaudited) 31 December 2024 31 March 2025 (unaudited) 31 December 2024 Pension and similar benefits 159 157 18 17 177 174 Energy tariff 199 139 18 15 217 154 Company Social Benefit Fund 35 33 1 1 36 34 Long service bonuses 244 240 34 33 278 273 Death gratuities 3 3 - - 3 3 TOTAL 640 572 71 66 711 638 16.2. Other provisions Non-current Current Total 31 March 2025 (unaudited) 31 December 2024 31 March 2025 (unaudited) 31 December 2024 31 March 2025 (unaudited) 31 December 2024 Legal disputes 46 46 264 264 310 310 Land reclamation and liquidation costs 101 100 - - 101 100 Liabilities for gas emissions - - 193 344 193 344 Obligation relating to property rights - - 169 222 169 222 Other provisions 5 5 32 46 37 51 TOTAL 152 151 658 876 810 1,027
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 20 NOTES ON FINANCIAL INSTRUMENTS 17. Financial instruments 17.1. Book value of financial instrument categories As at 31 March 2025 (unaudited) Measured at fair value through profit or loss for the period Hedging derivatives Measured at amortized cost Financial instruments excluded from the scope of IFRS 9 TOTAL Assets Trade receivables - - 3,384 - 3,384 Cash and cash equivalents - - 837 - 837 Other financial assets 21 3 917 6 947 Financial derivatives 7 3 - - 10 Cash pooling receivables - - 870 - 870 Other 14 - 47 6 67 TOTAL 21 3 5,138 6 5,168 Liabilities Credits and loans - - 9,457 - 9,457 Preferential credits and loans - - 631 - 631 Credits and loans - - 8,826 - 8,826 Debt securities issued - - 1,761 - 1,761 Trade payables - - 1,273 - 1,273 Contract liabilities - - 565 - 565 Other financial liabilities 7 33 3,886 1,110 5,036 Liabilities on purchase of property, plant and equipment and intangible assets - - 355 - 355 Financial derivatives 7 33 - - 40 Dividend liabilities - - - - - Lease liabilities - - - 1,110 1,110 Cash pooling liabilities - - 3,296 - 3,296 Other - - 235 - 235 TOTAL 7 33 16,942 1,110 18,092
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 21 As at 31 December 2024 Measured at fair value through profit or loss for the period Hedging derivatives Measured at amortized cost Financial instruments excluded from the scope of IFRS 9 TOTAL Assets Trade receivables - - 4,377 - 4,377 Cash and cash equivalents - - 989 - 989 Other financial assets 19 24 1,009 7 1,059 Financial derivatives 5 24 - - 29 Cash pooling receivables - - 960 - 960 Other 14 - 49 7 70 TOTAL 19 24 6,375 7 6,425 Liabilities Credits and loans - - 9,253 - 9,253 Preferential credits and loans - - 669 - 669 Credits and loans - - 8,584 - 8,584 Debt securities issued - - 1,814 - 1,814 Trade payables - - 1,894 - 1,894 Contract liabilities - - 735 - 735 Other financial liabilities 2 5 4,486 1,145 5,638 Liabilities on purchase of property, plant and equipment and intangible assets - - 893 - 893 Financial derivatives 2 5 - - 7 Dividend liabilities - - 2 - 2 Lease liabilities - - - 1,145 1,145 Cash pooling liabilities - - 3,223 - 3,223 Other - - 368 - 368 TOTAL 2 5 18,182 1,145 19,334 17.2. Fair value of financial instruments Financial instruments measured at fair value on a continuing basis Some of the Group’s financial assets and liabilities are measured at fair value at the end of each reporting period. The table below presents an analysis of financial instruments measured at fair value, grouped according to a three -level hierarchy: • level 1 – fair value based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date; • level 2 – fair value based on inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly; • level 3 – fair value based on unobservable inputs for the asset or liability. 31 March 2025 (unaudited) 31 December 2024 Level 2 Level 2 Assets Hedging derivatives (CCIRS III) - 10 Hedging derivatives (CCIRS IV) 3 14 Call options 3 2 Other derivatives (IRS) 4 4 Liabilities Hedging derivatives (CCIRS III) 13 5
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 22 31 March 2025 (unaudited) 31 December 2024 Hedging derivatives (CCIRS IV) 20 - Other derivatives (currency forward) 7 1 Cross Currency Interest Rate Swap (“CCIRS”) is measured by discounting future cash flows. The interest rates and the basis spread used in discounting are retrieved from Bloomberg. Call options for shares of Polimex-Mostostal SA were disclosed in the assets. The options were purchased from Towarzystwo Finansowe Silesia Sp. z o.o. under the agreement of 18 January 2017, as amended, and refer to the purchase, in 22 tranches, a total of approx. 7 million shares of Polimex -Mostostal SA, at the nominal price of PLN 2 per share. The options exercise dates were set between 31 August 2021 and 30 November 2026. The fair value measurement of the call options to purchase shares of Polimex-Mostostal SA was carried out using the Black -Scholes model. The measurement considered the current price and historic volatility of the company’s share prices. The risk-free rate was determined on the basis of the yield of treasury bonds with maturities similar to the option expiration date. The above IRSs and currency forwards hedge the implementation of the Ostrołęka CCGT (IRS) and Grudziądz CCGT (currency forward) projects. The note also includes commodity forwards concluded by Energa Elektrownie Ostrołęka SA on PEAK contracts quoted on the TGE commodity exchange relating to purchase and sale of electricity. Fair value of the concluded contracts is determined by setting the contract’s price at the time of its conclusion against the current prices of futures contracts calculated on the basis of market data. Those instruments are recognized as assets when their value is positive and as liabilities when their value is negative. Financial instruments not measured at fair value on a continuing basis Except for the information given in the table below, the carrying amounts of financial assets and liabilities do not material ly depart from their fair values. Eurobonds and hybrid bonds issued Book value Fair value Level 1 Level 2 As at 31 March 2025 (unaudited) 1,761 1,232 579 Eurobonds 1,253 1,232 - hybrid bonds 508 - 579 As at 31 December 2024 1,814 1,258 592 Eurobonds 1,300 1,258 - hybrid bonds 514 - 592 Fair value measurement of liabilities arising from the bonds issued in euro was estimated: for Eurobonds based on quotations from the Bloomberg system as at 31 March 2025, which are determined based on transactions on the Luxembourg stock exchange and over-the-counter trading, while for hybrid bonds based on the analysis of future cash flows discounted using the interest rates in effect as at 31 March 2025. Financial liabilities All of the Group’s financial liabilities are classified as financial liabilities measured at amortized cost, except for derivatives. Under financial liabilities, the Group discloses mainly credits and loans contracted and bonds issued. Credits and loans Credits and loans contracted as at 31 March 2025 and 31 December 2024 are presented in the table below: As at 31 March 2025 (unaudited) As at 31 December 2024 Currency – PLN Reference rate – WIBOR, rediscount rate Credit/loan amount 9,457 9,253 of which maturing in: 1 year (short-term) 190 183 1 year to 3 years 6,286 4,361 3 to 5 years 211 1,515 over 5 years 2,770 3,194
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 23 As at 31 March 2025 and 31 December 2024, the amount of credit limits available to the Group was, respectively, PLN 23,875.5 m (39.9% utilized) and PLN 16,160.8 m (57.8% utilized). Detailed information on contracted credits and loans is presented in Note 17.4. . Bonds issued Liabilities under bonds issued as at 31 March 2025 and 31 December 2024 are presented in the table below: As at 31 March 2025 (unaudited) As at 31 December 2024 Currency – EUR Reference rate – Fixed Value of the issue in a foreign currency 421 425 in PLN 1,761 1,814 of which maturing in: 1 year (short-term) 18 40 1 year to 2 years 6 6 2 to 3 years 1,737 1,768 17.3. Credit risk Below are presented disclosures relating to credit risk broken down by rating category and other categories relating to trade receivables and contract assets: As at 31 March 2025 (unaudited) As at 31 December 2024 Weighted average loss rate Gross value Impairment loss Weighted average loss rate Gross value Impairment loss Highest client rating 0.0% 889 - 0.0% 1,025 - Medium client rating 0.0% 117 - 0.0% 223 - Lowest client rating 3.1% 45 (1) 4.3% 39 (2) As at 31 March 2025 (unaudited) As at 31 December 2024 Weighted average credit loss Gross value Impairment loss Weighted average credit loss Gross value Impairment loss Clients with no rating in Sales Business Line 2.7% 1,067 (29) 2.8% 1,014 (28) Disputed receivables 85.2% 453 (386) 84.6% 442 (374) Other receivables 7.2% 1,325 (96) 4.8% 2,141 (103) 17.4. Available external financing In the current reporting period, as at the end of the reporting period and as at the date of approval of these financial statements for publication, there were no events of default on contractual obligations under the terms and conditions of any external financing obtained. The external financing available as at 31 March 2025 is presented in the table below: Financing institution Type of liability Purpose of financing Date of the agreement Financing limit/ Value of the agreement Available financing amount Nominal debt as at 31 March 2025 Repayment date European Investment Bank Credit facility Energa-Operator SA CapEx Program 16-12-2009 1,050 - 26 15-12-2025
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 24 Financing institution Type of liability Purpose of financing Date of the agreement Financing limit/ Value of the agreement Available financing amount Nominal debt as at 31 March 2025 Repayment date European Investment Bank Credit facility Energa-Operator SA CapEx Program 10-07-2013 1,000 - 392 15-09-2031 European Investment Bank Hybrid bonds Energa-Operator SA CapEx Program 04-09-2017 5231 - 5231 12-09-20372 European Investment Bank Credit facility Energa-Operator SA CapEx Program 16-12-2021 6283 - 571 16-12-2038 Bondholders Eurobonds General corporate purposes 07-03-2017 1,2554 - 1,2554 07-03-2027 Syndicate of banks Credit facility CCGT Ostrołęka Sp. z o.o. CapEx Program 29-06-2023 2,640 2,044 596 15-12-20365 PKO Bank Polski SA Credit limit General corporate purposes 20-09-2012 200 - <16 19-09-2022 NFOŚiGW Loan Energa Elektrownie Ostrołęka SA CapEx Program 30-08-2018 134 - 65 20-12-2028 ORLEN SA Loan Financing of general corporate purposes 09-12-2022 3,000 950 2,050 14-05-2027 ORLEN SA Loan CCGT Ostrołęka Sp. z o.o. CapEx Program 28-06-2023 650 601 49 02-01-2037 ORLEN SA Loan CCGT Ostrołęka Sp. z o.o. CapEx Program 03-10-2023 325 - 224 02-01-2037 ORLEN SA Loan CCGT Grudziądz Sp. z o.o. CapEx Program 29-12-2023 1,746 384 1,362 30-09-2028 ORLEN SA Loan Energa Wytwarzanie SA CapEx Program 29-12-2023 270 26 244 30-09-2038 ORLEN SA Loan Energa Wytwarzanie SA CapEx Program 25-01-2024 1,927 513 1,414 31-12-2039 ORLEN SA Loan Energa Informatyka i Technologie Sp. z o.o. CapEx Program 30-01-2024 22 3 19 31-12-2028 ORLEN SA Loan Energa Informatyka i Technologie Sp. z o.o. CapEx Program 30-01-2024 4 - 3 31-12-2031 ORLEN SA Loan Energa Wytwarzanie SA CapEx Program 08-03-2024 125 - 117 31-12-2038 ORLEN SA Loan Energy Green Development Sp. z o.o. CapEx Program 12-03-2024 100 - 98 28-02-2039 ORLEN SA Loan Wena Projekt 2 Sp. z o.o. CapEx Program 18-06-2024 420 74 346 31-03-2039 ORLEN SA Loan Farma Wiatrowa Szybowice Sp. z o.o. CapEx Program 07-08-2024 284 87 197 29-07-2039 ORLEN SA Loan Energa-Operator SA CapEx Program 23-10-2024 3,500 1,750 1,750 30-09-2039 Bank Gospodarstwa Krajowego Loan Energa-Operator SA CapEx Program 19-02-2025 7,662 0 0 19-02-2050
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 25 Financing institution Type of liability Purpose of financing Date of the agreement Financing limit/ Value of the agreement Available financing amount Nominal debt as at 31 March 2025 Repayment date ORLEN SA Loan Helios Polska Energia CapEx Program 11-03-2025 100 89 11 31-12-2039 TOTAL 27,565 6,521 11,313 1 the hybrid bonds liability of EUR 125 m converted using the average NBP exchange rate of 31 March 2025 2 the bond redemption date is 12 September 2037, with a defined first financing period of 10 years from the issue date 3 the liability of EUR 150 m converted using the average NBP exchange rate of 31 March 2025 4 the liability under Eurobonds in the total amount of EUR 300 m converted using the average NBP exchange rate of 31 March 2025 5 financing under the Project Finance 6 the amount of active guarantee limits granted to Energa Group companies based on the concluded execution agreements (utilizat ion of the global limit during its validity, i.e. until 19 September 2022) 17.5. Cash flow hedge accounting FX risk hedging In 2017, the Group issued Eurobonds in EUR. In order to hedge currency risk under the aforesaid issuance, the Group concluded cross-currency interest rate swaps with the nominal value of EUR 200 m (“CCIRS III”) in April 2017. The nominal value of CIRS III as at 31 March 2025 was EUR 140 m, which was due to the partial exchange of nominal amounts in correspondence to the CIRS III schedule. As a hedged item in the above hedging relationships, the Group designated the foreign exchange risk on the Eurobonds issued by Energa Finance AB. As the hedge, the Group designated a CCIRS transaction under which the Group receives fixed-rate cash flows in EUR and pays fixed-rate cash flows in PLN. Cash flows received by the Group correspond to the cash flows under the Eurobonds. The Group expects that the hedged cash flows on the Eurobonds will continue until February 2027. In September 2017, Energa SA issued hybrid bonds for the total amount of EUR 250 m. In order to hedge the currency risk under these bonds, the Group entered into CCIRS transactions (“CCIRS IV”). In September 2023, due to the redemption of hybrid bonds in the amount of EUR 125 m, some of the transactions concluded under CCIRS IV were settled. As a hedged item in the above hedging relationships, the Group designated the foreign currency risk on the issue of hybrid bonds denominated in EUR. The foreign currency risk is hedged at the level of 100% of the total nominal amount of the issued bonds. As the hedge, the Group designated CCIRS transactions under which the Group receives fixed -rate cash flows in EUR and pays fixed-rate cash flows in PLN. The cash flows received by the Group correspond to the cash flows from the bonds issued. The Group expects that the hedged cash flows will continue until September 2027. Since December 2023, CCGT Ostrołęka Sp. z o.o. has an IRS mechanism to hedge a loan for a plant construction project. The interest rate hedging agreement was concluded between the Company, ORLEN SA and the Bank. The interest rate hedging agreement between the Company and ORLEN SA hedges the risk of changes in interest rates on credits and loans. Under this agreement, ORLEN SA enables the Company to enter into transactions on the terms specified in the agreement, and where a transaction is subject to the provisions of the EMIR Regulation – to fulfil the Company’s obligations arising from that regulation. The aforesaid IRS mechanism is not subject to hedge accounting policy.
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 26 Fair value of the hedges amounted to: Amount (PLN m) Recognition in the statement of financial position Change in the fair value of the hedge used as the basis for recognizing hedge ineffectiveness for the period Nominal amounts of the hedge in millions of EUR PLN As at 31 March 2025 (unaudited) CCIRS III 13 Liabilities – Other financial liabilities None 140 - CCIRS IV 20 Liabilities – Other financial liabilities None 125 - CCIRS IV 3 Assets – Other financial assets None 125 - IRS 4 Assets – Other financial assets None - 515 As at 31 December 2024 CCIRS III 10 Assets – Other financial assets None 140 - CCIRS IV 14 Assets – Other financial assets None 125 - CCIRS IV 5 Liabilities – Other financial liabilities None 125 - IRS 4 Liabilities – Other financial liabilities None - 515 The Group continued hedge accounting under IAS 39. Under cash flow hedge accounting, the cash flow hedge reserve (the effective portion of changes in the value of the hedge, less deferred tax) increased by PLN 1 m in the reporting period and increased by PLN 4 m in the corresponding period. The table below presents the change in the cash flow hedge reserve in the reporting period: Change in cash flow hedge reserve during the reporting period Three-month period ended 31 March 2025 (unaudited) Three-month period ended 31 March 2024 (unaudited) At the beginning of the reporting period (1) (9) Amount recognized in the cash flow hedge reserve in the period, equal to the change in the fair value of hedges (48) (20) Accrued interest, not yet due, transferred from the reserve to finance income/expenses 8 9 Revaluation of hedges transferred from the reserve to finance income/expenses 42 16 Income tax on other comprehensive income (1) (1) At the end of the reporting period - (5) As at 31 March 2025, no inefficiencies were identified resulting from the applied cash flow hedge accounting. 17.6. Security for the repayment of liabilities There were no significant assets pledged as at the end of the reporting period and as at 31 December 2024. OTHER NOTES 18. Investment commitments As at the end of the current reporting period, the Group’s commitments to incur capital expenditures on the purchase of property, plant and equipment and intangible assets, which have not yet been recognized in the statement of financial position, amounted to approx. PLN 3,621 m, of which:
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 27 • Undertakings covered by the development plan of Energa -Operator SA, agreed upon with the President of the Energy Regulatory Office, to satisfy the current and future demand for electricity – approx. PLN 1,822 m, • CCGT Grudziądz Sp. z o.o. – construction of gas-fired power plants – approx. PLN 681 m, • CCGT Ostrołęka Sp. z o.o. – construction of gas-fired power plants – approx. PLN 648 m, • Energa Kogeneracja Sp. z o.o. – construction of a cogeneration system – approx. PLN 304 m. 19. Related party disclosures Related party transactions are made based on arm’s length prices of goods, products or services supplied, resulting from their manufacturing costs. 19.1. Transactions involving parties related to the State Treasury As at 31 March 2025, the Group’s controlling entity was ORLEN SA. The sales revenue generated by the Group on transactions with the controlling entity amounted to PLN 105 m as at 31 March 2025, while trade receivables totaled PLN 43 m. The costs of transactions with that entity reached PLN 40 m, while trade payables amounted to PLN 15 m. The Energa Group had cash pooling settlements with Orlen SA (see Note 17.1). Finance income from Orlen SA amounted to PLN 9 m and related mainly to interest on cash pooling, while finance expenses related mainly to interest on loans and interest on cash pooling, and amounted to PLN 215 m. On 9 December 2022, Energa SA signed a loan agreement with ORLEN SA for PLN 1,000 m. Under an agreement of 29 September 2023, the amount of the loan was increased to PLN 3,000 m. The interest rate on the loan is set on an arm’s length basis. As at 31 March 2025, the outstanding balance was PLN 2,050 m. On 28 June 2023, ORLEN SA and ENERGA SA concluded the Support Loan 1-3 agreement for CCGT Ostrołęka Sp. z o.o. totaling PLN 1,300 m, with each of the Partners having a 50% share in the loan amount, i.e. PLN 650 m. The interest rate on the loan is set on an arm’s length basis. As at 31 March 2025, the outstanding balance was PLN 99 m, of which PLN 49 m was disbursed by ORLEN SA. On 3 October 2023, ORLEN SA and ENERGA SA concluded the Support Loan 4 agreement for CCGT Ostrołęka Sp. z o.o. totaling PLN 650 m, with each of the Partners having a 50% share in the loan amount, i.e. PLN 325 m. The interest rate on the loan is set on an arm’s length basis. As at 31 March 2025, the loan was drawn down in the amount of PLN 447 m jointly by the two Owners, of which PLN 223 m was disbursed by ORLEN SA; in accordance with the terms of the agreement, there are no funds available for use under this loan. On 29 December 2023, ORLEN SA concluded a loan agreement for PLN 1,746 m with CCGT Grudziądz Sp. z o.o. The interest rate on the loan is set on an arm’s length basis. As at 31 March 2025, the outstanding balance was PLN 1,361 m. On 29 December 2023, ORLEN SA concluded a loan agreement for PLN 270 m with Energa Wytwarzanie SA for the Mitra project. The interest rate on the loan is set on an arm’s length basis. As at 31 March 2025, the outstanding balance was PLN 244 m. On 25 January 2024, ORLEN SA concluded a loan agreement for PLN 1,927 m with Energa Wytwarzanie SA for the EVO project. The interest rate on the loan is set on an arm’s length basis. As at 31 March 2025, the outstanding balance was PLN 1,414 m. On 30 January 2024, ORLEN SA made an agreement with PGNiG Serwis Sp. z o.o. and Energa Informatyka i Technologie Sp. z o.o., under which PGNiG Serwis Sp. z o.o. transferred a loan agreement for PLN 22 m to Energa Informatyka i Technologie Sp. z o.o. The in terest rate on the loan is set on an arm’s length basis. As at 31 March 2025, the outstanding balance was PLN 19 m. On 30 January 2024, ORLEN SA entered into an agreement with PGNiG Serwis Sp. z o.o. and Energa Informatyka i Technologie Sp. z o.o., under which PGNiG Serwis Sp. z o.o. transferred a loan agreement for PLN 4 m to Energa Informatyka i Technologie Sp. z o.o. The interest rate on the loan is set on an arm’s length basis. As at 31 March 2025, the outstanding balance was PLN 3 m. On 8 March 2024, ORLEN SA concluded a loan agreement for PLN 125 million with Energa Wytwarzanie SA for the Silver project. The interest rate on the loan is set on an arm’s length basis. As at 31 March 2025, the outstanding balance was PLN 117 m. On 12 March 2024, ORLEN SA concluded a loan agreement for PLN 100 m with Energa Green Development Sp. z o.o. The interest rate on the loan is set on an arm’s length basis. As at 31 March 2025, the outstanding balance was PLN 98 m. On 18 June 2024, ORLEN SA concluded a loan agreement for PLN 420 m with Wena Projekt 2 Sp. z o.o. The interest rate on the loan is set on an arm’s length basis. As at 31 March 2025, the outstanding balance was PLN 346 m. On 7 August 2024, ORLEN SA concluded a loan agreement for PLN 284 m with Farma Wiatrowa Szybowice Sp. z o.o. The interest rate on the loan is set on an arm’s length basis. As at 31 March 2025, the outstanding balance was PLN 197 m. On 23 October 2024, ORLEN SA concluded a loan agreement for PLN 3,500 m with Energa Operator SA. The interest rate on the loan is set on an arm’s length basis. As at 31 March 2025, the outstanding balance was PLN 1,750 m. The Group made transactions also with other parties related to the State Treasury in the ordinary course of business. Transactions involved mainly the purchase and sale of electricity and property rights, sale of electricity distribution servi ces (including transit), settlements with the transmission system operator on the balancing market, for transmission services, system services and intervention work services, and the purchase of fuels (mainly coal). These transactions are concluded on an arm’s length basis and their terms and conditions do not deviate from transactions with other entities. As at 31 March 2025, the Group’s sales revenue amounted to PLN 584 m, while the costs of transactions with such entities reached PLN 2,618 m. There were also transactions of financial nature (credits, guarantees, banking fees and commissions) with Bank PKO BP, Bank Pekao SA and Bank Gospodarstwa Krajowego (banking fees and commissions).
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 28 As regards disclosures relating to transactions with parties related to the State Treasury, the Group uses the exemption defined in paragraph 25 of IAS 24. 19.2. Transactions with a joint venture and an associate As at 31 March 2025, the Group holds shares in the joint venture Baltic Offshore Service Solution Spółka z o.o. and in the associate Polimex-Mostostal SA. In the period ended 31 March 2025 and in the corresponding period of the previous year, transactions (of sale/purchase) of Energa Group companies, as well as of the joint venture and of the associate were immaterial. The situation was similar with regard to the amount of receivables and payables as at 31 March 2025 and 31 December 2024. 19.3. Transactions with the Parent Company’s Management Board members During the reporting period, the Parent Company did not enter into any material transactions with Management Board members. 19.4. Compensation paid or payable to key management and Supervisory Boards of the Group companies Three-month period ended 31 March 2025 (unaudited) Three-month period ended 31 March 2024 (unaudited) Parent Company Short-term employee benefits 2.5 2.2 Termination benefits 0.1 0.8 Subsidiaries Short-term employee benefits 16.4 18.9 Other long-term benefits 0.1 0.2 Termination benefits 0.8 0.1 TOTAL 19.9 22.2 20. Contingent assets and liabilities 20.1. Contingent liabilities As at 31 March 2025, the Group identifies contingent liabilities of PLN 253 m (PLN 251 m as at 31 December 2024), including mainly the contingent liabilities relating to legal claims filed against Energa Group companies likely to be effectively dismissed by the companies or for which no cash outflow can be reliably estimated at this time and no provision has been recognized for those claims. Litigations relating to the power infrastructure of Energa -Operator SA located on private land represent the largest share of contingent liabilities. The Group recognizes provisions for any legal disputes raised. If there is uncertainty as to the validity of a claim amount or legal title to land, the Group recognizes contingent liabilities. As at 31 March 2025, the estimated amount of those claims recognized as contingent liabilities is PLN 233 m, compared with PLN 232 m as at 31 December 2024. Based on the available legal opinions, the risk of the liabilities actually arising is below 50%. 20.2. Contingent assets As at the end of the reporting period, there were no material contingent assets. 21. Other information significantly affecting the assessment of assets, financial standing and the financial result of the Group Impact of statutory caps on electricity and gas prices According to the wording of: • the Act of 7 October 2022 on specific solutions to protect electricity customers in 2023 and in 2024 in connection with the situation in the electricity market, • amendments to the Act of 27 October 2022 on urgent measures to cap electricity prices and support certain consumers in 2023 -2025, with regard to the obligation to give a so -called 10% discount in 2024 to the eligible customers specified in the acts, who demonstrate adequate savings in electricity consumption, Energa-Obrót SA settled PLN 156 m worth of discounts in Q1 2025, compared to PLN 194 m worth of discounts recognized in 2024. The amounts of the above-mentioned discounts are covered by the compensation mechanism for the electricity suppliers. In accordance with the Act of 23 May 2024 on the energy voucher and on amendment of certain acts to reduce the price of electricity, natural gas and system heat and the Act of 27 November 2024 amending the Act on exceptional measures to cap
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) Accounting policies and additional explanatory notes to the condensed interim consolidated financial statements are an integral part thereof (This is translation of the consolidated financial statements originally issued in Polish) 29 electricity prices and support certain customers in 2023 and 2024, and amending certain other acts, in Q1 2025 the electricity cap price of PLN 500/MWh for households and the so-called building tariff customers continued to apply, as well as the cap price of PLN 693/MWh for local governments, public utility units (entities) and entities supplying (re -invoicing) electricity to these units. The Group is entitled to compensation for cap prices. Based on applicable regulations, the Group presented proceeds from compensation due to electricity trading companies, electricity distribution system operators and heat supply companies as a consequence of applying frozen electricity, gas and heat prices to eligible customers, and fees for distribution services under the Revenue from the Price Difference Payout Fund line of the statement of profit or loss, in the amount of PLN 167 m. An analysis of the regulatory impact of the enactment of the Act on energy voucher, the Act of 27 November 2024 and of the approval on 28 June 2024 of a tariff rate by the ERO President for the period from July 2024 to December 2025, at an average of PLN 623/MWh, did not reveal any contracts generating liabilities. On 30 April 2025, the regulations of the Act of 23 April 2025 on amendment of the Act on specific solutions to protect electricity customers in 2023 and in 2024 in connection with the situation in the electricity market, became effective. The main change introduced by the amendment to the act is the postponement of the effective date of the revised electricity tariffs from 1 Jul y 2025 to 1 October 2025 and the postponement of the deadline for energy companies to submit tariff applications from the current deadline of 30 April to 31 July 2025. 22. Material subsequent events Transaction to acquire 100% of shares in VRW11 Sp. z o.o. On 16 April 2025, Energa Wytwarzanie SA acquired from the Greenvolt Group 100% of shares in the special purpose vehicle VRW11 Sp. z o.o., which is the owner of the Sompolno hybrid project combining a 26 MW wind farm, a 10 MW photovoltaic farm and a ready-to-construction 3 MW energy storage facility. The acquired company operates in the production of electricity from renewable sources. The company holds a license to produce electricity. The provisional fair value of the consideration paid for the acquisition of the shares in VRW11 amounted to PLN 162 m and included the purchase of shares, as well as the repayment of a loan granted to the company by the former shareholder as a prerequisite for taking control of the company. The fair value of the consideration paid may change in subsequent periods as a result of the process of determining the final purchase price. Transaction to acquire 100% of shares in Solar Serby Sp. z o.o. On 16 May 2025, Energa Green Development Sp. z o.o. acquired from the ONDE SA of the Erbud Group and SGK Serby sp. z o.o., related with NEO Energy Group 100% of shares in the special purpose vehicle Solar Serby Sp. z o.o., implementing a project to build a photovoltaic power plant with a capacity of 112 MW. The acquired company was granted construction -ready status and a construction commencement order was issued on the date of acquisition. The provisional fair value of the consideration paid to date in the transaction amounted to PLN 43 m and included the purchase of shares, as well as the repayment of a loan granted to the company by the former shareholders as a prerequisite for taking control of the company. The fair value of the consideration paid may change in subsequent periods as a result of the process of determining the final purchase price.
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Condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2025 (PLN m) 30 Signatures of Members of the Management Board of Energa SA: Sławomir Staszak ………………………………………… President of the Management Board Magdalena Kamińska ………………………………………… Vice-President of the Management Board Piotr Szymanek ………………………………………… Vice-President of the Management Board Signature of the persons responsible for the preparation of the financial statements: Łukasz Minuth ………………………………………… Director of the Finance Department Bartłomiej Bieńkowski ………………………………………… Head of the Financial Reporting and Taxes Section Gdańsk, 21 May 2025