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Consolidated financial statements For the year ended 31 December 2017

Open stock holding power company Barki tojik

Consolidated financial statements

For the year ended December 31, 2017

A statement of management's responsibility for the preparation and approval of the consolidated financial statements for the year ending 31 December 2017 of

The following statement, which should be read in conjunction with the independent auditors’ responsibilities stated in the independent auditors’ report, is made with a view to distinguishing the respective responsibilities of management and those of the independent auditors in relation to the consolidated financial statements of the Open Joint Stock Holding Company “Barqi Tojik” (the “Company”) and its subsidiaries (the “Group”).

Management is responsible for the preparation of the consolidated financial statements that present fairly the financial position of the Group as at December 31, 2017, the results of its operations, cash flows and changes in capital for the year then ended, in accordance with International Financial Reporting Standards (the “IFRS”).

In preparing the consolidated financial statements, management is responsible for:

  • selecting suitable accounting policies and applying them consistently;

  • making judgments and estimates that are reasonable and prudent;

  • stating whether IFRS have been followed, subject to any material departures disclosed and explained in the consolidated financial statements; and

  • preparing the consolidated financial statements on a going concern basis, unless it is inappropriate to presume that the Group will continue in business for the foreseeable future.

    Management is also responsible for:

  • designing, implementing and maintaining an effective and sound system of internal control, throughout the Group;

  • maintaining proper accounting records that disclose, with reasonable accuracy at any time, the financial position of the Group, and which enable them to ensure that the consolidated financial statements of the Group comply with IFRS;

  • maintaining statutory accounting records in compliance with legislation, accounting standards of the Republic of Tajikistan and IFRS;

  • taking such steps as are reasonably available to them to safeguard the assets of the Group; and

  • detecting and preventing fraud and other irregularities.

    The consolidated financial statements for the year ended December 31, 2017 were approved and authorized for issue on July 20, 2018 by the Management of the Group.

On behalf of the Management:

Ismoilzoda M. Dustmukhamedov A.

Chairman Chief Accountant

July 20, 2018 July 20, 2018

Dushanbe, Dushanbe,

Republic of Tajikistan Republic of Tajikistan

Independent auditors' report

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF OPEN JOINT STOCK HOLDING COMPANY

“BARQI TOJIK”

Qualified opinion

  1. We have audited the accompanying consolidated financial statements of OPEN JOINT STOCK HOLDING COMPANY “BARQI TOJIK” (the “Company”) and its subsidiary companies (the “Group”),

which comprise the consolidated statement of financial position as at December 31, 2017, and the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

  1. In our opinion, except for the effect of such adjustments, if any, as might have been determined to be necessary

    had we been able to satisfy ourselves as to the issues mentioned in paragraphs [3] and [4] the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at December 31, 2017, and of its financial performance and its cash flows for the year then ended in accordance with the International Financial Reporting Standards as issued by the IASB.

Basis for qualified opinion

  1. The Group has not adopted appropriate internal control procedures related to the recognition of the revenue and related receivables from its customers to assess the completeness of income and whether the revenue and receivables are recorded when the services have been provided. We were not able to perform alternative procedures in order to satisfy ourselves regarding the completeness and occurrence of revenue and the completeness of the receivables from clients. The effect of this departure from the international Financial Reporting Standards on the Group's financial position has not been determined.

  2. We have been appointed as auditors of the Group subsequent to 31 December 2017 and, therefore we have not attended the stocktaking procedure for year end. Alternative procedures could not be performed to confirm the inventory quantities that are reflected in the balance sheet as at 31 December 2017 in amount of TJS ‘000 593,426 (2016: TJS ‘000 544,052). Consequently, we were not able to obtain sufficient and appropriate audit evidence to ensure the existence, accuracy and completeness of the Group’s reported balance sheet position at year end, and determine whether adjustments are required to affect the reported result and the balance stocks at the end of the year.

  3. We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Material Uncertainly Related to Going Concern

  1. We draw attention to Note 3 “Going Concern” in the financial statements, which indicates that the Group incurred a net loss of 3,406,156 thousand somoni during the year ended December 31, 2017 and, as of that date, the Group's current liabilities exceeded its current assets by 8,560,048 thousand somoni. As stated in Note 3 these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Unless the Group continues to receive financial support from its shareholder and other related parties as well as from financial institutions, it may be unable to continue operating in foreseeable future. A letter of financial support on behalf of the shareholder signed by State Committee on Investment and Property Management of the Republic of Tajikistan dated on June 25, 2018 stated that continuous financial support will be granted to the Group to continue operating under going concern and meet its obligations as they become due. Our opinion is not modified in respect of this matter.

Emphasis of matters

  1. Without further qualifying our opinion we draw attention to the following matters:

  1. We draw attention to Note 2 par. “Changes in energy sector” to the consolidated financial statements which describes the uncertainties in the industry. The whole energy system of the Republic of Tajikistan is experiencing significant restructuring and reform. Such reforms may cause material influence to the consolidated financial statements which cannot be estimated reliably.

  2. We draw attention to Notes 20 and 25 to the consolidated financial statements. During 2017 the Group recognized tax fines and penalties in amount of 24,718 thousand somoni, and liabilities for fines and penalties as at December 31,2017 equaled to 95,271 thousand somoni. The main reason of tax fines is overdue payments. As at the date of issue of the consolidated financial statements, we are unable to assess the effect of possible delays in tax payments and consequent recalculation of future fines and penalties related to the year ended December 31, 2017.

  3. We draw attention to Notes 6 to the consolidated financial statements. The Group was granted temporary permission to operate the new thermal electric power plant Dushanbe-2 (the “TPP Dushanbe-2”). The Group recognizes all income and expenses related to the use and operations of TPP Dushanbe-2.

  4. We draw attention to Notes 5 and 6 to the consolidated financial statements which describes that the impairment test of property, plant and equipment was conducted considering several assumptions and limiting conditions. In the event that any of these assumptions used will not be materialized or the limiting conditions will be realized then impairment loss might be necessary to be recorded in the financial statements to reflect the revised assumptions.

  5. We draw attention to Notes 6 and 16 to the consolidated financial statements. The Group’s trade and other accounts payable include a liability towards the supplier HPP “Sangtuda 2”. The Group had differences with the data of HPP “Sangtuda-2” starting from 2014. The deviation is the result of different interpretation of contract provisions regarding the purchase of electricity concluded between the Group and company “Sangob”, Islamic Republic of Iran, which owns controlling stake of HPP “Sangtuda-2”. In 2016 the Group recognized the remaining accounts payable and made all necessary adjustments to bring the Group’s data in line with the balances of the HPP “Sangtuda-2”. We also draw attention to Note 29 to the consolidated financial statements. The amount of the liability towards HPP “Sangtuda-2” does not include the amount of penalties for overdue payment of liability.

    Our opinion is not modified in respect of these matters.

Key Audit Matters

  1. Key audit matters are those matters that, in our professional judgment of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Basis for Qualified Opinion section, Emphasis of matters section and Material Uncertainly Related to Going Concern section, we have not determined other key audit matters to be communicated in our report.

Other matter

  1. This report, including the opinion, has been prepared for and only for the Group’s members as a body. To the fullest extent, permitted by the Law, our audit work has been undertaken so that we might report those matters that we are required to report in an Auditor’s Report and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purposes or to any other person to whose knowledge this report may come to.

Responsibilities of management and those charged with governance for the consolidated financial
statements

  1. Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

  1. Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

  2. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

    • identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control,

    • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

    • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

    • conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

    • evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  1. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

  2. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

MOORE STEPHENS KSC 'ASSURANCE SRL

Bucharest, Romania

July 20,2018

Consolidated statement of financial position

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT DECEMBER 31, 2017

(in thousands Tajik somoni)

Notes

December 31, 2017

December 31, 2016

ASSETS:

NON-CURRENT ASSETS:

Property, plant and equipment

6

12,491,055

11,152,309

Intangible assets

510

581

Non-current advances paid

7

695,546

523,902

Non-current investments

8

182,401

182,399

Other non-current assets

109

15

TOTAL NON-CURRENT ASSETS

13,369,621

11,859,206

CURRENT ASSETS:

Inventories

9

593,426

544,052

Trade and other accounts receivable

10

544,053

420,277

Current advances paid

11

109,740

50,888

Taxes paid in advance

59

1,254

Cash and cash equivalents

12

61,469

76,778

TOTAL CURRENT ASSETS

1,308,747

1,093,249

TOTAL ASSETS

14,678,368

12,952,455

EQUITY AND LIABILITIES:

EQUITY:

Share capital

13

505,216

410,101

Foreign exchange differences from translation of foreign

subsidiaries operations

-

(11)

Revaluation reserve on property, plant and equipment

6

4,218,496

4,472,284

Reserve capital

24,302

24,302

Accumulated deficit

(10,732,338)

(7,514,603)

TOTAL EQUITY

(5,984,324)

(2,607,927)

NON-CURRENT LIABILITIES:

Non-current borrowed funds

14

9,370,565

6,662,505

Non-current portion of deferred income

15

511,183

478,404

Non-current trade and other accounts payable

16

912,149

15,408

TOTAL NON-CURRENT LIABILITIES

10,793,897

7,156,317

CURRENT LIABILITIES:

Current borrowed funds

14

4,762,596

4,646,346

Current portion of deferred income

15

6,503

5,207

Trade and other accounts payable

17

2,138,724

1,666,276

Advances received

18

106,649

81,763

Taxes payable

19

65,674

146,299

Other payables and accrued expenses

20

2,788,649

1,858,174

TOTAL CURRENT LIABILITIES

9,868,795

8,404,065

20,662,692

15,560,382

TOTAL EQUITY AND LIABILITIES

14,678,368

12,952,455

On behalf of the Management:

Ismoilzoda M. Dustmukhamedov A.

Chairman Chief Accountant

July 20, 2018 July 20, 2018

Dushanbe, Dushanbe,

Republic of Tajikistan Republic of Tajikistan

The notes on pages 12-62 form an integral part of the consolidated financial statements.

The Independent Auditors’ Report is on pages 3-5.

Consolidated statement of comprehensive income

CONSOILDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2017

(in thousands Tajik somoni)

Notes

Year ended

December 31,

2017

Year ended

December 31,

2016

Revenue

22

2,113,647

1,688,621

Cost of sales

23

(1,514,288)

(1,218,902)

GROSS PROFIT

599,359

469,719

Selling expenses

24

(590,383)

(578,784)

General and administrative expenses

25

(120,488)

(119,989)

Net loss on foreign exchange operations

(1,958,820)

(1,147,843)

Financial gain

26

10,439

26,405

Financial loss

26

(1,319,885)

(983,385)

Other non-operating (loss)/gain, net

27

(1,303)

16,232

LOSS BEFORE INCOME TAX

(3,381,081)

(2,317,645)

Income tax expenses

21

(25,086)

(21,643)

NET OPERATING LOSS

(3,406,167)

(2,339,288)

Other comprehensive income/(loss)

11

70

TOTAL COMPREHENSIVE LOSS

(3,406,156)

(2,339,218)

On behalf of the Management:

Ismoilzoda M. Dustmukhamedov A.

Chairman Chief Accountant

July 20, 2018 July 20, 2018

Dushanbe, Dushanbe,

Republic of Tajikistan Republic of Tajikistan

The notes on pages 12-62 form an integral part of the consolidated financial statements.

The Independent Auditors’ Report is on pages 3-5.

Consolidated statement of changes in equity

CONSOILDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2017

(in thousands Tajik somoni)

Notes

Share

capital

Reserve

capital

Revaluation

reserve on

property,

plant and

equipment

Accumulated

deficit

Foreign

exchange

differences from

translation of

foreign

subsidiaries

operations

Total

equity

Balance at December 31, 2015

13

410,101

24,302

4,803,071

(5,506,102)

(81)

(268,709)

Amortization of revaluation of property, plant and equipment

-

-

(330,787)

330,787

-

.

Effect of foreign exchange differences from translation of foreign subsidiaries

-

-

-

-

70

70

Increase of share capital

-

-

-

(2,339,288)

-

(2,339,288)

Loss for the year

Balance at December 31, 2016

13

410,101

24,302

4,472,284

(7,514,603)

(11)

(2,607,927)

Amortization of revaluation of property, plant and equipment

-

-

(253,788)

253,788

-

-

Correction of errors

65,356

-

-

(65,356)

-

-

Effect of foreign exchange differences from translation of foreign subsidiaries

-

-

-

-

11

11

Increase of charter capital

29,759

-

-

-

.

29,759

Loss for the year

-

-

-

(3,406,167)

-

(3,406,167)

Balance at December 31, 2017

13

505,216

24,302

4,218,496

(10,732,338)

-

(5,984,324)

Ismoilzoda M. Dustmukhamedov A.

Chairman Chief Accountant

July 20, 2018 July 20, 2018

Dushanbe, Dushanbe,

Republic of Tajikistan Republic of Tajikistan

The notes on pages 12-62 form an integral part of the consolidated financial statements. The Independent Auditors’ Report is on pages 3-5.

CONSOILDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2017

(in thousands Tajik somoni)

Notes

Year ended

December 31,

2017

Year ended December 31,

2016

CASH FLOWS FROM OPERATING ACTIVITIES:

Proceeds from energy sales

2,107,238

1,797,765

Other income from operations

7,210

8,555

Total cash inflow from operating activity

2,114,448

1,806,320

Inventory purchase

(497,169)

(539,307)

Electricity purchase

(420,983)

(320,272)

Payroll and social tax

(293,349)

(233,541)

Payment for services

(81,315)

(56,204)

Interest payment

(450,005)

(229,222)

Income tax payment

(19,834)

(31,300)

Other taxes payment

(360,757)

(282,417)

Other operating payments

(27,312)

(23,643)

Total cash outflow from operating activity

(2,150,724)

(1,715,906)

Net cash (outflow)/inflow from operating activities

(36,276)

90,414

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property, plant and equipment

(225,806)

(39,420)

Net cash outflow from investing activities

(225,806)

(39,420)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from borrowings

1,730,360

217,985

Grants received

-

1,612

Principal payments of loans received

(1,487,009)

(257,883)

Front-end commission paid

(2,821)

-

Net cash inflow/(outflow) from financing activities

240,530

(38,286)

NET (DECREASE)/INCREASE IN CASH AND CASH

(21,552)

12,708

Effect of exchange rate changes on the balance of cash held in foreign

currencies

6,243

2,409

CASH EQUIVALENTS,

at the beginning of the year

12

76,778

61,661

CASH AND CASH EQUIVALENTS,

at the end of the year

12

61,469

76,778

For the years ended December 31, 2017 and 2016, the Group has acquired and constructed fixed assets which were financed by loans and grants to the amount of 774,675 thousand somoni and 1,484,623 thousand somoni, respectively. Payments for these fixed assets were settled directly to suppliers and contractors of the Group without the cash flows on the Group’s accounts.

The Group has a current account with the Ministry of Finance of the Republic of Tajikistan which is used for payments for electricity made by budget companies. These funds are used for the repayment of loans received from the Ministiy of Finance of the Republic of Tajikistan and liabilities for taxes payment to budget. The consolidated statement of cash flows does not include movement of cash in this account. For the years ended December 31, 2017 and 2016 the Group repaid borrowings for the amount of 68,558 thousand somoni and 58,374 thousand somoni, respectively, via the current account in the Ministry of Finance of the Republic of Tajikistan. Also in 2017 year was offset trade accounts receivable of Group and liabilities of taxes for the amount 108,261 thousand somoni.

In 2017 share capital of the Group was increased by 29,759 thousand somoni in accordance with the Decrees of the Government of the Republic of Tajikistan # 42 dated January 25, 2017 (12,495 thousand somoni) and #500 dated October 26, 2017 (17,264 thousand somoni). The increase was made through offsetting accounts payable for electricity of the Group to OJSC “Sangtuda HPP-1” and tax liabilities of the OJSC “Sangtuda HPP-1” to the state budget of the Republic of Tajikistan.

On behalf of the Management:

Ismoilzoda M. Dustmukhamedov A.

Chairman Chief Accountant

July 20, 2018 July 20, 2018

Dushanbe, Dushanbe,

Republic of Tajikistan Republic of Tajikistan

The notes on pages 12-62 form an integral part of the consolidated financial statements.

The Independent Auditors’ Report is on pages 3-5.

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2017

(in thousand Tajik somoni, unless otherwise stated)

1. GENERAL INFORMATION

Open Joint Stock Holding Company “Barqi Tojik” (the “Company”) was registered in the Ministry of Justice of the Republic of Tajikistan on June 3, 1999. The Company and its subsidiaries (the “Group”) carry out its activity in the Republic of Tajikistan. The Group is a joint stock company and was established in accordance with the legislation of the Republic of Tajikistan.

The Group’s principal activity is generation, transmission and distribution of electricity and thermal energy in the Republic of Tajikistan. The Group also sells electricity to neighboring countries due to its operational needs. Electricity is generated on five hydropower stations, which are the structural units of the Group. Operating activity of the Group is regulated by the Law of the Republic of Tajikistan “On natural monopolies” (the “Law”), as the Group is the dominant in the generation and supply of electricity in the Republic of Tajikistan. In accordance with the Law tariffs of the Group must be coordinated and agreed with the Agency for regulation of natural monopolies of the Republic of Tajikistan (the “Agency”). The main customers are SUE “Tajik Aluminum Company”, OJSC “Rogun HPS”, OJSC “Tojikcement”, OJSC “Tojikhimprom”, OJSC “Pamir Energy Company”, «Da Afghanistan Breshna Sherkat», LLC and the population of the Republic of Tajikistan.

The Group’s Head office is located in the Republic of Tajikistan, Dushanbe, I. Somoni ave, 64.

As at December 31, 2017 and 2016, the sole shareholder of the Group was the Government of the Republic of Tajikistan. Ultimate control of the Group is carried out by the Government of the Republic of Tajikistan.

Property of the Group was formed from the assets which were on the books of Open Joint Stock Holding Company “Barqi Tojik”. The Group owns the property transferred by its founder, except the property of legal entities listed as joint stock companies, state enterprises, organizations and institutions which are under the management of the Group.

Open Joint Stock Holding Company “Barqi Tojik” is the holder of shares of joint stock companies, granted by the Government of the Republic of Tajikistan, operating in the energy sector and performs the right of possession, use and disposition of property, businesses and institutions were provided for management in accordance with the article 232 of the Civil Code of the Republic of Tajikistan.

The property of the Group includes the following branches and representative offices:

Nurek branch Nurek hydropower station

Baipaza branch Baipaza hydropower station

Varzob branch Cascade of Varzob hydropower stations

Vakhsh branch Cascade of Vakhsh hydropower stations

Kairakkum branch Kairakkum hydropower station

Dushanbe branch Central electric networks

Sogd branch Sogd electric networks

Khujand branch Khujand electric networks

Rasht branch Rasht electric networks

Kurgan Tube branch Kurgan Tube city electric networks

Chkalovsk branch Chkalovsk city electric networks

The following organizations are under control of the Group:

OJSC “Shabakahoi Barqii Istaravshan”

OJSC “Shabakahoi Barqii Panjakent”

OJSC ‘Shabakahoi Barqii Shahri Dushanbe”

OJSC “Shabakahoi Barqii Shahri Kulob”

OJSC “Shabakahoi Barqii Kulob”

OJSC “Shabakahoi Barqii Tursunzoda”

OJSC “Shabakahoi Barqii Janubi”

OJSC “Dushanbinskaya Heat Station”

OJSC “Shabakahoi Barqii Yavon”

OJSC “Remontno-Mekhanicheskiy Zavod”

OJSC “Shabakahoi Barqii Dangara”

OJSC “Shabakahoi Barqii Isfara”

OJSC “Shabakahoi Barqii Norak”

OJSC “Yavanskaya Heat Station”

DPMTO “Tajikenergosnab”

OJSHC “Barqi Tojik” has a subsidiary – Limited Liability Company “Barq – Servis”. The main activity of the subsidiary is providing electrical equipment repair and maintenance services. The share of OJSHC “Barqi Tojik” in the authorized capital of the subsidiary is 100%..

As at December 31, 2017 and 2016 the Group had 11,178 and 12,208 employees, respectively.

The consolidated financial statements were authorized for issue by the Group’s management on July 20, 2018.

2. OPERATING ENVIRONMENT

In contrast to the more developed markets emerging markets, such as the Republic of Tajikistan, are exposed to various risks, including economic, political and social, and legal and legislative risks. As has happened in the past, actual or perceived financial problems or an increase in the perceived risks associated with investing in emerging economies could adversely affect the investment climate in countries and the countries’ economy in general.

Laws and regulations affecting businesses in the Republic of Tajikistan continue to change rapidly. Tax, currency and customs legislation within the country are subject to varying interpretations, and other legal and fiscal difficulties leading to the challenges faced by the Group. The future economic direction of the Republic of Tajikistan is largely dependent on economic, fiscal and monetary measures undertaken by the government, together with legal, regulatory developments.

These consolidated financial statements do not include any adjustments that would have been required due resolution of the uncertainty in the future. Possible adjustments may be made to the consolidated statements in that period in which necessity of their reflection will become evident, and it will be possible to estimate their numerical values.

Changes in the energy sector

Industry as well as the other systems of the Republic of Tajikistan is experiencing significant restructuring and reform (the process of transformation of the country with a planned economy into a state with a market economy), and the future direction of reforms and results are unknown at this time. Potential reforms in tariff policy, repayment of debt by state enterprises, reorganization of the market of gross sale and implementation of measures to promote competition in gross sale market, can have a significant impact on companies in this industry.

According to the Decree of the Government of the Republic of Tajikistan # 234 of April 28, 2018 "On the reorganization of joint-stock companies" the following organizations will be merged into OJSC

"Transmission electrical grids" and OJSC "Distribution electric grids ":

#

Name of the organizations on the basis of whichnew companies are created

1

OJSC “Shabakahoi Barqii Istaravshan”

2

OJSC “Shabakahoi Barqii Panjakent”

3

OJSC “Shabakahoi Barqii Kulob”

4

OJSC ‘Shabakahoi Barqii Shahri Dushanbe”

5

OJSC “Shabakahoi Barqii Tursunzoda”

6

OJSC “Shabakahoi Barqii Shahri Kulob”

7

OJSC “Shabakahoi Barqii Janubi”

8

OJSC “Shabakahoi Barqii Yavon”

9

OJSC “Shabakahoi Barqii Dangara”

10

OJSC “Shabakahoi Barqii Isfara”

Due to uncertainty regarding the ongoing changes in the industry, management is unable to assess the impact of reforms on the present and future financial position of the Group. However, Management believes that these uncertainties will not have a significant impact on operational activity compared to other companies operating in the Republic of Tajikistan.

3. PRESENTATION OF FINANCIAL STATEMENTS Report on compliance

These financial statements have been prepared in accordance with the International Financial Reporting Standards (the “IFRS”) issued by the International Accounting Standards Board (the “IASB”) and Interpretations issued by the International Financial Reporting Interpretations Committee (the “IFRIC”).

Use of estimates and assumptions

The preparation of the financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Due to the inherent uncertainty in making those estimates, actual results reported in future periods could differ from such estimates.

Basis of presentation

The consolidated financial statements have been prepared on the historical cost basis except for revaluation of property, plant and equipment and certain financial instruments. The principal accounting policies applied in preparation of the consolidated financial statements are set out below. These accounting policies were consistently applied in all periods covered in this consolidated financial statements, unless otherwise stated.

These consolidated financial statements have been prepared on the historical cost basis except for the following lines:

Non-current financial liabilities at amortized cost;

Fixed assets and construction in progress are stated at revalued cost based on revaluation carried by an independent consulting company LLC “BDO Consulting” as at December 31, 2013.

Going concern

These consolidated financial statements have been prepared on the assumption that the Group is a going concern and will continue its operation for the foreseeable future. Despite the fact that the Group incurred

a loss of 3,406,157 and 2,339,218 thousand somoni for the years ended December 31, 2017 and 2016, and, as at that date its current liabilities exceeded its current assets by 8,560,048 thousand somoni, the management and shareholder have the intention to further develop the Group’s activities in the Republic of Tajikistan. The Group is owned by the Government of the Republic of Tajikistan and generates, distributes and sells the major share of electricity consumed in the Republic of Tajikistan. Electric power generated by the Group remains the key element for the economy of the Republic of Tajikistan, as well as fundamental for the Government’s social and economic objectives.

Based on above, the Management believes that the going concern assumption is appropriate for the Group due to continuing financing from the sole shareholder of the Group.

Functional and presentation currency

The functional currency of each of the Group’s consolidated entities is the currency of the primary economic environment in which the entity operates. The functional currency of the Group and the Group’s presentation currency is national currency of the Republic of Tajikistan Tajik somoni (the “somoni”).

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries), which are recorded as branches for the purpose of the consolidated financial statements as at December 31, 2017 and 2016.

The subsidiary is consolidated from the date of acquisition, which is the date when control is obtained over the subsidiary, and discontinued from consolidation when the control is lost. The consolidated financial statements of the subsidiaries are prepared for the same period as for the Company, based on consistently applied accounting policy for all branches of the Company.

Changes in ownership of subsidiaries without loss of control are treated as transactions equity. If the Group loses control over the subsidiary the following is reflected:

· discontinues recognition of assets and liabilities of the subsidiary;

· records the fair value of proceeds received in exchange;

· records fair value of outstanding portion of the investment;

· records gains or losses in statement of comprehensive income;

· reclassifies interest of the Company in subsidiaries, recognised in other comprehensive income before to statement of comprehensive income or retained earnings in accordance with particular requirements.

The consolidated financial statements of the subsidiaries are prepared for the same period as the Group, based on consistently applied accounting policy for all branches of the Group.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

4. SIGNIFICANT ACCOUNTING POLICIES

Foreign currency transactions

The functional currency of the Group and the Group’s presentation currency is national currency of the Republic of Tajikistan Tajik somoni (the “somoni”). The Group applies direct method of consolidation, and upon disposal of foreign investment performs the reclassification of gains and losses from translation differences to the consolidated statement of profit or loss and other comprehensive income.

December 31,

2017

December 31,

2016

Somoni / USD

8.819

7.8762

Somoni / EUR

10.5766

8.3070

Somoni / Russian rouble

0.1524

0.1261

Somoni / XDR

12.5292

10.5548

Transactions in foreign currency are initially recognised by the companies of the Group in functional currency at exchange rate at the date of transaction.

Monetary assets and liabilities denominated in foreign currency are revalued at spot rate of functional currency effective at the reporting date.

All foreign currency differences are transferred to the consolidated statement of profit or loss and other comprehensive income.

Non-monetary lines at historical cost in foreign currency are recognised at exchange rate effective at the date of initial transaction. Non-monetary lines at revalued method in foreign currency are recognised at the exchange rate effective at the date of consideration of fair value. Gains and losses arising from non-monetary items are treated same as gains and losses from foreign currency transactions.

Assets and liabilities in foreign investments are translated to somoni at the exchange rate effective at the reporting date, and statement of comprehensive income of such subsidiaries, are recorded at the rate effective on the date of transaction. Translation differences arising from such treatment are recorded in other comprehensive income. Upon disposal of foreign investment the component of other comprehensive income, related to this foreign investment are transferred to the consolidated statement of profit or loss and other comprehensive income.

Until 1 January 2010, the date of transition to IFRS, the Group considered adjustments to the carrying value of assets and liabilities to fair value arising on the acquisition, as assets and liabilities of the Group. Therefore, these assets and liabilities are non-monetary items that are already expressed in the functional currency of the Group and, therefore, the additional exchange rate differences do not occur.

Revenue recognition

Revenue is recognized only if inflow of economic benefits to the Group is probable, and if revenue can be reliably measured, despite of the timing of cash proceeds. The revenue is measured at fair value of the consideration received or receivable, in accordance with contractual terms of payments.

Electricity sales

Revenue from sale of electricity is recognised when customers on post-paid metering are billed for the power consumed. The billing is done for each monthly billing cycle based on the units consumed as read on the customers’ electricity meters and the approved customer tariffs. Revenue from sale of electricity is recognised in the consolidated financial statements net of valued added tax (VAT).

Interest income

Interest income and expense on financial instruments held at amortised cost, and interest bearing financial assets, classified as held-for-sale are recognised based on effective interest rate method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition. The interest income is added to finance income in the consolidated statement of profit or loss and other comprehensive income.

Taxes

Current income tax

Current tax assets and liabilities for the current period as measured at recoverable from or payable to taxation authorities. The tax rates and tax legislation applied for calculations are the rates and legislation accepted or factually adopted as at reporting date in the countries, where the Group performs its activities and has taxable income.

Deferred taxes

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are recognised for all taxable temporary differences, except for cases when:

Deferred tax liabilities arising at initial recording of goodwill, asset or liability as a result of transaction other than business combination, and at transaction date does not impact accounting profit nor taxable profit or loss;

Taxable temporary differences in respect of investments in subsidiaries, associates, as well as interest in joint ventures, and if possible to control distribution by periods related to recoverability of temporary differences, and there is high probability of recovery of temporary difference in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, unused tax incentives and unused tax losses, to the extent of highly probable upcoming profits, against which the recovery of deductible temporary differences, unused tax incentives and unused tax losses will take place, except for:

Deferred tax asset, related to temporary difference as a result of initial recognition of asset or liability arising from business combinations, which at the date of transaction does not impact accounting nor tax profit or losses;

Deductible temporary differences as a result of investments in subsidiaries, associated companies, as well as interest in joint venture where the deferred tax assets are recognised to the extend of highly probable upcoming profits, against which the recovery of deductible temporary differences, unused tax incentives and unused tax losses will take place.

The book value of deferred tax assets is reviewed at each reporting date and decreased to the extent of sufficient profits, which will allow to use all or part of the deferred tax assets, are assessed as unlikely. Deferred tax assets not recognised in the statements are reviewed at each reporting date and are recognised to the extent, when there is high probability of upcoming profits, allowing to recover such tax assets.

Deferred tax assets and liabilities are valued at tax rates, which are expected to be applied in the period, when such asset will be recovered or liability settled at tax rates (tax regulation), which were accepted or factually adopted at the reporting date.

Deferred tax, related to the components other than statement of comprehensive income, as also not recorded in statement of comprehensive income. The deferred taxes are recognised in accordance with underlying transactions or in as a component of other comprehensive income, or directly on equity.

Deferred tax assets and liabilities are offset only if there are legal right for offset of current income tax assets and liabilities, and deferred taxes are related to the same company and tax authority.

Property, plant and equipment

After initial recognition as an asset, property, plant and equipment are carried at revalued cost, being the fair value of the object on the date of revaluation less any subsequent accumulated depreciation and impairment losses.

The equipment is held at revalued amount less accumulated depreciation and/or accumulated loss from impairment, if any. This cost includes cost of replaced spare parts, as well as borrowing costs, in case of non-current construction projects, when certain criteria are met. When there is a need for significant component replacement within defined period the Group disposes the replaced component and recognizes new components in accordance with useful life and depreciation. Expenses related to major technical check are included to the cost of the asset, as replaced equipment, when related criteria are met. All other expenses for maintenance are included in the consolidated statement of profit or loss and other comprehensive income as incurred.

The buildings are held at revalued amount less accumulated depreciation and impairment losses.

Depreciation is charged on the carrying value of property, plant and equipment to write off assets over their useful life. Depreciation is charged at straight line method at the following rates:

Property, plant and equipment group

Useful life

(years)

1, Buildings

3-98

2.Constructions

- Transmission equipment

2-90

3.Machinery and equipment

- Hydro turbines

5-50

- Electronic equipment

4-50

- Production equipment

3-75

4.Other fixed assets

- Vehicles

3-25

- Office equipment

3-20

- Furniture and appliances

3-50

- Leasehold improvements

6-55

- Land improvements

6-50

In 2015, the useful life of property, plant and equipment were reconsidered and increased. Changes in depreciation accruals were made on perspective basis.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss, and presented in the consolidated statement of comprehensive income for the period, when derecognition took place.

The useful life term and depreciation method are annually reassessed, and adjusted if needed. Intangible assets

Intangible assets with finite useful lives that are acquired separately are carried at cost. Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date. Subsequent to initial recognition, intangible assets acquired are recorded at cost less accumulated amortisation and accumulated impairment losses (if any). Internally generated intangible assets, except for development costs included to the cost of an asset are not capitalized, and related expenses included in the consolidated statement of comprehensive income in the period, when incurred.

The useful life of intangible assets can be definite or indefinite.

Intangible assets with definite useful life are amortised during the period of this period and subject for impairment assessment if such indicators exist. The period and amortisation method for all intangible asset with definite useful life are reassessed at least at each reporting date. Changes in estimated useful life or structure of inflow of future benefits inherent to the asset are added to the consolidated financial statements as changes in period and method of amortisation, depending on situation, and disclosed as changes in estimates. The amortisation expenses for intangible assets with definite useful life recognised in the consolidated statement of comprehensive income in the category, which relates to the function of the intangible asset.

Intangible assets with indefinite useful life are not amortised, rather tested separately for impairment on an annual basis. The useful life term of intangible assets with indefinite useful life is reviewed on an annual basis in order to determine whether it is reasonable to continue classify the asset as intangible asset with indefinite useful life. If it is not acceptable, the change in useful life of an asset is prospectively changed from indefinite to definite.

Gains and losses from disposal of intangible assets are measured as difference from proceeds and book value of the asset and recognised in the consolidated statement of comprehensive income at the date of disposal of use asset.

Patents and licenses

Patents are issued for the period of 10 years by the relevant state body with a right to prolong. License on right for intellectual property issued from 5-10 years, depending on type of license.

Licenses can be prolonged in the end of the term, if the Group will comply with preset conditions. Prolongation can be made for notional fee or free of charge. Therefore the useful life of these licenses is treated as indefinite.

Impairment of tangible and intangible assets

At the end of each reporting period, the Group assesses whether there is any indication that fixed and intangible assets may be impaired. If any such indication exists evaluation is carried out for a possible reduction in the recoverable amount of assets (if any). If it is impossible to estimate the recoverable amount of an individual asset, the Group determines the recoverable amount of the cash-generating unit to which the asset belongs.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately as an expense, except where the relevant asset (land, buildings, or equipment) carried at a revalued amount. In this case the impairment loss is recognized as a reduction of revaluation of the respective fund.

If an impairment loss subsequently reverses, the carrying amount of an asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined if the asset was not recognized an impairment loss (cash-generating unit) in prior years. Reversal of an impairment loss is recognized immediately in the statement of profit or loss and other comprehensive income, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

During write-off of a revalued property, plant and equipment, the amounts included in the revaluation reserve are transferred to retained earnings.

Government grants

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.

Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognised as deferred revenue in the consolidated statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable.

The benefit of a government loan at a below-market rate of interest is treated as a government grant, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognized as expenses, in the period when such expenses incurred. Borrowing costs include the payment for interest and other expenses, incurred by the Group in respect of borrowings.

Financial instruments – initial recognition and subsequent measurement

(а) Financial assets

Initial recognition and measurement

Financial assets within the scope of IAS 39 are classified into the following specified categories: financial assets ‘at fair value through profit or loss' (FVTPL), financial assets and ‘loans and receivables', ‘held-to-maturity' investments, ‘available-for-sale' (AFS). The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Financial assets initially recognised at fair value plus, in case of investments not at fair value through profit or loss, the transaction costs.

Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. Financial assets of the Group includes the cash and current deposits, trade and other receivables, loans and other amounts receivables and unquoted financial instruments.

Subsequent measurement

Subsequent measurement of financial assets is subject of its classification in a following way:

Accounts receivable

Accounts receivable are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition, such financial assets are measured at amortized cost using effective interest rate method, less any impairment losses. Amortized cost is calculated considering any discount or premium on acquisition and fee or costs that are an integral part of the effective interest rate. Amortization based on the use of the effective interest rate is included in finance income in the consolidated statement of profit or loss and other comprehensive income. The losses arising from impairment are recognized in the consolidated statement of profit or loss and other comprehensive income.

Current trade accounts receivable recognizes at cost less allowance on doubtful debts.

Available-for-sale financial assets

Available-for sale financial assets include equity and promissory notes. Equity investments classified as available-for-sale are the investments, are those not classified as held for trading, nor at fair value through profit or loss. Promissory notes within this category are instruments without defined term of sale and can be sold for liquidity purposes as a result of changing market conditions.

Subsequent to initial recognition the financial investments available-for-sale are measured at fair value, and resulting gains and losses are recorded as component of other comprehensive income as reserve for available-for-sale instruments. The instrument is held within this classification until derecognition or impairment adjustment, upon which the accumulated gains and losses from reserve on available-for-sale investments are reclassified to other operating gains and losses of statement of comprehensive income. Interest income on promissory notes available-for-sale are recorded at effective interest rate method and added to the statement of comprehensive income.

The Group has assessed its financial assets, available-for-sale for assumption of ability an intention to sell in the foreseeable future.

Derecognition

Derecognition of financial asset (or if applicable –part of the financial asset or part of the group of financial assets) performed if:

The rights for cash proceeds and asset matured;

The Group has transferred its rights for cash proceeds from the asset, or has accepted the liability to perform the payment to the third party in full and without any delays; or if (a) the Group has transferred substantially all risks and rewards from such asset, or (b) Group did not transfer, but also did not retain risks and rewards from such asset, therefore transferred the control over such asset.

If the Group has transferred all rights for cash proceeds from asset, or has concluded an agent agreement, but did not retain all risks and rewards from such asset, as well as did not transfer control over such asset, the new asset is recognised to the extend the Group continues its participation in the asset.

In this case the Group also recognizes related liabilities. The transferred asset and related liabilities are valued based rights and liabilities retained by the Group.

The continuous participation in form of guarantee on asset transferred is recognised at lower of initial book value and maximum possible amount to be claimed from the Group.

Impairment of financial assets

At each reporting date the Group performs the assessment of indicators of impairment of financial asset or group of financial assets. Financial asset or group of financial assets can be impaired if, and only if, when there is a reliable evidence of impairment as a result of one of number of events taking place subsequent to initial recognition (the “event resulting the loss”), which resulted the impact, which can be reliably measured, on expected future cash flows of the financial asset or group of financial assets. The indicators of impairment can include the fact that debtor or group of debtors are experiencing insolvency issues, and cannot repay the debt or has delays is repayment of interest or principal amount of debt, as well as probability of insolvency and upcoming liquidation process or financial restructuring. Moreover, such indicators include observable evidence, indicating existence of reliably measured decrease in expected cash flows of the financial instrument, in particular, the changes in overdue debts or economic environment, which has certain dependencies with defaults in repayments of debt.

Financial assets recorded at amortized cost

The Group performs the assessment of indicators of impairment financial assets recorded at amortised cost if individually significant or if individually insignificant, than by groups. If the Group identifies the reliable evidence of absence of impairment, despite of the significance, such asset is included in the group of financial assets with similar characteristic of credit risk, and subsequently reviews this group for impairment indicators in aggregate. Assets, individually assessed as impaired are not included in aggregate assessment of the group for impairment.

When there is reliable evidence of incurred losses from impairment, the amount of loss is recognised as a difference of book value and discounted expected future cash flows (without expected future credit losses not yet incurred).

Present value of expected future cash flows are discounted at initial effective interest rate of the financial asset. If the interest rate of borrowing is a floating rate, the discount rate for impairment loss calculation is current effective interest rate.

The book value of the asset decreases through reserve account, and amount of loss added to the consolidated statement of comprehensive income. Accrual of interest income on decreased book value continued based on rate, used for discounting future cash flows for the purpose of assessing losses from impairment. Interest income is included in financial income in the consolidated statement of profit or loss and other comprehensive income. Loans along with related provisions are not included in the consolidated statement of financial position if there is no evidence of recoverability of such and all available security was sold or transferred to the Group. If during the subsequent period the amount of calculated losses from impairment increases or decreases as a result of an event taking place after recognition of impairment, the amount of losses recognised increase or decrease by means of reserve account adjustment. If the subsequently the write-off of value of financial asset recovers, the amount of recovery recognised as decrease of finance costs in the consolidated statement of profit or loss and other comprehensive income.

Financial investments, available-for-sale

The Group performs the annual assessment for impairment indicators for the investments held-for-sale.

If the investments in equity instruments, classified as available-for-sale, the reliable evidence of impairment would be significant and continuous decrease in fair value of the investment below its initial acquisition cost. The significance is measured in comparison to initial acquisition cost, continuous means the comparison to the period, when decrease below initial acquisition cost took place. When reliable evidence of impairment is identified the amount of comprehensive loss, calculated as difference of book value and current fair value, less any other impairment loss recognised in the statement of comprehensive income, the loss is reclassified from other comprehensive income to the consolidated statement of comprehensive income.

The promissory notes classified as available-for-sale are subject of same impairment criteria applied to financial assets recorded at amortised cost. However, the amount of impairment loss recognised is the difference of amortised cost and current fair value, less accumulated impairment loss for this investment, recognised previously in the consolidated statement of comprehensive income.

Accrual of interest income on decreased book value continued based on rate, used for discounting future cash flows for the purpose of assessing losses from impairment. Interest income is included in financial income in the consolidated statement of comprehensive income. If during the subsequent period the fair value of the promissory note will increase and this increase can be reliably tied with event taking place after initial loss recognition in the consolidated statement of comprehensive income, the impairment losses are recovered in profit and loss.

(b) Financial liabilities

Initial recognition and measurement

Financial liabilities within the scope of IAS 39 are classified as financial liabilities at fair value through profit and loss and borrowings. Group classifies the financial liabilities at initial recognition.

Financial liabilities initially recorded at fair value and in case of borrowings and loans, which are recorded at amortised costs its initial recognition includes the transaction costs directly related to issue and acquisition.

Financial liabilities of the Group include the trade and other accounts payable, loans and borrowings.

Subsequent measurement

Subsequent measurement of financial liabilities depends on classification as follows:

Loans and borrowings

Subsequent to initial recognition interest bearing loans and borrowings are measured at amortized cost based on effective interest rate method. Gains and losses resulting from these instruments included in consolidated statement of profit or loss and other comprehensive income at derecognition, as well as amortizing at effective interest rate.

Amortized cost includes the discounts and premiums at acquisition, as well as commissions or other fees, which are integral part of the effective interest rate. Amortization based on effective interest rate method is included in finance income in the consolidated statement of profit or loss and other comprehensive income.

Derecognition

The financial liabilities in consolidated statement of financial position is derecognised when liability is settled, cancelled or the matured.

If the existing financial liability is substituted by another liability with the same counterparty with substantially different terms, or if existing liability terms are substantially changed, than such change is treated as derecognition of initial instrument and recognition of the instrument, and difference of book value are recorded in consolidated statement of profit or loss and other comprehensive income.

(c) Offset of financial instruments

Financial assets and financial liabilities are offset and net amount is presented in the consolidated statement of financial position if, and only if there is existing contractual and legal right to offset these instruments, as well as intention to recognize as net amount, or dispose assets simultaneously with liabilities.

(d) Fair value of financial instruments

Fair value of financial instruments, which are quoted on active marketplace at each reporting date, determined based on market quotes or dealer quotes (quotes for bid for long position and quotes for ask for short position), without transaction costs consideration.

Financial instruments which are not quoted on an active marketplace the fair value is determined based on application of valuation methods. These methods include use of prices recently performed transactions based on market conditions, use of current fair value of similar instruments, analysis of discounted cash flows and other valuation models.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost of inventories is determined using the FIFO method.

Impairment of non-financial assets

The Group performs the assessment of impairment indicators of the assets at each reporting date. If such indicators exist or if there is a requirement to perform impairment test, than Group perform the assessment of recoverability of asset. The recoverable amount of the asset or component, generating cash flows (the “CGCF”) is higher of fair value of the asset less cost to sell and value in use of the asset. Recoverable amount is determined for separate asset, except for cases, when such asset does not generate cash flows, which dependent on cash flows generated by other assets or group of assets. If the book value of the asset or CGCF exceeds its recoverable amount, the asset is impaired and written off to recoverable amount. When estimated value in use future cash flows are discounted at the discount rate before taxation, which reflects the current market estimate of time value of money and risks related to the asset. When determining fair value of the asset less cost to sell recent market deals (if any) are taken into account. If no such information is available, appropriate valuation model is used. These calculations are supported by valuation coefficients, market prices of freely convertible shares of the subsidiaries or other available indicators of the fair value.

If the book value of the asset or CGCF exceeds its recoverable amount, the asset is considered as impaired and written down to recoverable amount. Under assessment of value in use the future cash flows are discounted at the rate net of tax, which reflects the present market value of cash flows and risks inherent to the asset. Under assessment of the fair value less cost to sell, the recent market transactions (if were existent) are taken into consideration. If no such transaction took place the relevant valuation model is applied. These computations are supported by estimated coefficients, active market quotes of subsidiaries shares and other available indicators of fair value.

Impairment losses from ongoing activities (including inventory impairment) are included in the consolidated statement of comprehensive income as a component of those expenses, which are related to the function of the asset, except for previously revalued real estate if revaluation was recognised in other comprehensive income. In such cases the impairment loss is deducted from other comprehensive income to the extent the revaluation gain was recognised.

The Group performs assessment of indicators whether indicators of impairment loss still exist or decreased on each reporting dates. If such indicator exists the Group assesses the recoverable amount of the asset or cash generating component. Previously recorded impairment losses recovered only if the changes in applied estimate of the recoverability of the asset, since most recent impairment loss recorded. The recovery is limited to the book have not exceeding its recoverable amount, as well as not exceeding book value less depreciation, which would be charged if such impairment loss would not be recorded. This recovery of loss is included in the consolidated statement of profit or loss and other comprehensive income.

Cash and current deposits

Cash and current deposits in the consolidated statement of financial position include the cash in banks and cash on hands.

Provisions

Provision are recorded if the Group has current liabilities (legal or constructive), as a result of the past events, with a probable outflow economic benefits required to settle liability, and such liability can be reliably measured. If the Group expects to recover all or part of the provisions, e.g. under insurance

contracts, the recovery is recorded as a separate asset, but only when such recovery inflow is not doubted. Expenses, related to the provision, are added to the consolidated statement of comprehensive income less recovery.

Pensions and another employee benefits post-employment benefits

The Group performs payments to social fund in accordance with pension scheme of the Republic of Tajikistan. The payments to social fund are fixed. The Group will not have any further legal or constructive liabilities to the Fund in relation to the retirement benefits if Fund will not have sufficient resources to perform payments to employees for services performed in current and previous years.

The Group performs fixed payments to the State social fund amounting to 25% of salaries of the employees and recorded in the period as incurred. The Group does not have any other pension or other schemes or liabilities to perform pension payments to its employees.

Application of new and revised international financial reporting standards

A number of new Standards and Interpretations has been issued and not yet adopted as at December 31, 2017 and had not been applied in preparation of these consolidated financial statements. Following Standards and Interpretations are relevant to operations of the Group. The Group intends to adopt these Standards and Interpretations from their effective dates. The Group has not analyzed potential effect of adoption of these standards on its consolidated financial statements.

The Group has adopted the following new or revised standards and interpretations issued by International Accounting Standards Board and the International Financial Reporting Interpretations Committee (the “IFRIC”) which became effective for the Group’s consolidated financial statements for the year ended December 31, 2017:

Amendments to IAS 7 “Statement of cash flows” the amendments require an entity to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes.

Amendments to IAS 12 “Income tax” the amendment clarifies the accounting for deferred tax assets for unrealised losses on debt instruments should be clarified by a separate narrow-scope project.

Amendments to IFRS 12 “Disclosure of interests in other entities” states that an entity need not provide summarised financial information for interests in subsidiaries, associates or joint ventures that are classified as held for sale.

The adoption of the new or revised standards did not have significant effect on the financial position or performance of the Group.

New and revised IFRSs in issue but not yet effective

At the date of authorization of this financial information, the following new standards and interpretations were in issue, but not mandatorily yet effective, and which the Group has not early adopted:

IFRS 15 “Revenue from contracts with customers” provides a single model of Revenue accounting. It will replace all actual standards on Revenue recognition including IAS 18 “Revenue” and IAS 11 “Construction contracts” and corresponding interpretations.

IFRS 16 “Leases” provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessees and lessors.

Amendments to IFRS 2 “Share-based payment” clarify the following: the accounting for cash-settled share-based payment transactions that include a performance condition; the classification of share-based payment transactions with net settlement features; the accounting for modifications of share-based payment transactions from cash-settled to equity-settled.

Amendments to IFRS 10 “Consolidated financial statements” and IAS 28 “Investments in associates and joint ventures” - the amendments deal with situations where a sale or contribution of assets between an investor and its associate or joint venture is in place.

Amendments to IAS 40 “Investment property” clarify transfers of property assets to, or from, investment property.

IFRIC 22 “Foreign currency transactions and advance consideration” addresses how to determine the ‘date of transaction’ for the purpose of determining the exchange rate to use on initial recognition of an asset, expenses or income.

In 2014 the International Accounting Standards Board replaced IAS 39 "Financial Instruments: Recognition and Measurement" by issuing a new standard IFRS 9 "Financial Instruments" which contains updated requirements for the recognition and measurement of financial instruments and requirements for hedge accounting. The new standard is effective starting from January 1, 2018.

Classification and measurement

Significant changes were introduced to classification and measurement of financial assets. IFRS 9 introduces new requirements for classification and measurement of financial instruments based on the results of SPPI tests and selected business model.

SPPI test (Solely payments of principal and interest) is the verification of the contractual terms of the loan for compliance with the basic terms of the loan agreement. Cash flows represent solely repayment of principal and payment of interest on the outstanding principal amount.

Business model is determined at a level that reflects how groups of financial instruments are managed together to achieve a particular business objective. Business model used by the Company describes the way how the Company manages its financial assets in order to generate cash flows.

Expected credit losses definition

IFRS 9 introduces new impairment estimation approach that is based on expected losses (rather than incurred losses model in accordance with IAS 39) and provides for wider scope of application in comparison with IAS 39. General approach implies that expected credit losses to be recognized for losses equal to the expected credit losses within 12 months after the reporting date and expected credit losses throughout the lifetime period of the financial instrument in case of significant increase of default risk since initial recognition.

IFRS 9 establishes new model for recognition and measurement of impairment based on expected credit losses considering probability of default and its change over the period of the financial instruments. The expected loss model uses a dual measurement approach:

Stage 1: 12-month expected credit losses - expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date;

Stage 2: full lifetime expected credit losses - expected credit losses that result from all possible default events over the life of the financial instrument;

Stage 3: same as Stage 2 where interest income is calculated based on the gross carrying amount of the financial asset (using effective interest rate) less impairment allowance.

The amount of credit losses is the present value of all cash shortfalls over the expected life of financial instrument. Estimated expected credit losses are calculated using probability-weight over expected life of the financial instrument.

Financial reporting disclosures

IFRS 9 introduces new requirements for classification, accounting and disclosure of financial instruments. The carrying amount of the following categories of financial assets and financial liabilities is obligatory for disclosure either in the statement of financial position or in the notes to the financial statements:

Financial assets measured at FVTPL, showing separately:

designated into the category at initial recognition or subsequently; and mandatorily measured at FVTPL.

Financial assets measured at amortised cost.

Financial assets measured at FVOCI, showing separately: measured at FVOCI - debt instruments;

investments in equity instruments designated as such on initial recognition.

Financial liabilities measured at FVTPL, showing separately:

designated into the category at initial recognition or subsequently; and

financial liabilities that are correspond to the definition "held-for-trading". Financial liabilities measured at amortised cost.

As at the date of issue of these financial statements the Company was in the process of implementation of IFRS 9 and the Company’s Management at the time of issue of financial statements is not able to fully evaluate the effect and impact of new standard on all types of financial instruments.

The Group intends to adopt these new standards and amendments, if applicable, when they become effective.

5. CRITICAL ACCOUNTING ESTIMATES AND PROFESSIONAL JUDGEMENTS IN APPLYING ACCOUNTING POLICY

The Group makes estimates and assumptions that affect within the next financial period the amounts of assets and liabilities recognized in consolidated financial statements. Estimates and judgments are continually evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Management also makes certain judgments, apart from those involving estimations, in the process of applying the accounting policies. Judgments that have the most significant impact on the figures recorded in the consolidated financial statements and estimates that can cause a significant adjustment to the carrying amounts of assets and liabilities within the next financial period include:

Significant accounting judgments, estimates and assumptions

The preparation of the consolidated financial statements requires management to make judgments, estimates and assumptions at the end of the reporting period that affect the amounts of revenue, costs, assets and liabilities, presented in statements. However, uncertainty of these assumptions and estimates could result outcomes, that could require in future material adjustments of book value of asset or liability in respect of which such assumptions and estimates are made.

Judgments

In the process of applying the Group’s accounting policy, management has used the following judgments, which have the most significant effect on the amounts recognized in the consolidated financial statements:

Estimates and assumptions

The key assumptions about the future and other key sources of estimation of uncertainty at the reporting date, which may cause significant adjustments of the carrying value of assets and liabilities during the next financial year, are discussed below. Assumptions and estimates are based on the Group’s source data, which it had at the time of preparation of the consolidated financial statements. However, current circumstances and assumptions regarding the future are subject to change due to market changes or circumstances beyond the control of the Group. Such changes are reflected in the assumptions as they occur.

Impairment of non-financial assets

Impairment occurs when the carrying amount of an asset or the cash-generating unit, exceeds its recoverable amount, which is the higher of fair value less costs to sell and value in use. The fair value less costs to sell is based on available information on commercial deals of sales of similar assets or observable market prices less incremental costs incurred in connection with the disposal of an asset. The calculation of value in use is based on a discounted cash flow model. Cash flows are taken from the budget for the next five years and do not include restructuring activity, in conducting of which the Group does not have obligations or significant investment in future, which will improve the asset tested for impairment of cash generating unit. The recoverable amount is most sensitive to the discount rate used in the discounted cash flow model, and also to the expected cash inflows and the growth rate, used for extrapolation. More information about the key assumptions used to determine the recoverable amount of the various units, generating cash, including sensitivity analysis, is provided in below.

Revaluation and impairment of property, plant and equipment

The following assumptions were used by the Management of the Group during the impairment test of property, plant and equipment:

Assumptions

Forecast

After-

forecast

period

2018

2019

2020

2021

a) Tariffs increase (internal sales)

26%

17%

13%

17%

13%

b)Tariff increase (export)

2%

50%

2%

72%

0%

c)Production volume increase

2%

3%

1%

11%

0%

d) Volume of export increase

2%

50%

2%

72%

0%

e) Cost of sales increase

10%

10%

10%

10%

10%

f) General and administrative expenses

h)increase

10%

10%

10%

10%

10%

Selling expenses increase

10%

10%

10%

10%

10%

i)EBITDA*

1,432,333

1,945,999

2,339,434

3,395,783

3,620,926

j)WACC

12.91%

12.91%

12.91%

12.91%

12.91%

EBITDA* - EBITDA is not including operational results from HPP “Sangtuda-1” and HPP “Sangtuda-2”.

Group doesn’t own property, plant and equipment related to the CGU Sangtuda 1 and 2.

Useful lives of property, plant and equipment

The Group estimates the useful lives of fixed assets at each reporting date. The estimation of the useful lives of fixed assets depends on factors such as economical use, repair and customer service programs, technological progress and other business conditions. Management’s assessment of the useful lives of fixed assets reflects the relevant information available to management as at the date the consolidated financial statements.

The fair value of financial instruments

In cases when the fair value of financial instruments and financial liabilities recorded in the consolidated statement of financial position cannot be derived from active markets, they are determined using valuation techniques, including discounted cash flow model. As a source data for these models is used information from observable markets, but in those cases where this is not feasible, a certain proportion of judgment is required to determine fair value. The judgments include considerations of such data as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the fair value of financial instruments, recognised in the consolidated financial statements.

Market rate of borrowings received

The Group uses valuation techniques that include inputs that are not based on observable market date to estimate the fair value of non-current borrowings. Borrowings are discounted at a rate of 4.19% per annum as at December 31, 2017 (4.12% as at December 31, 2016), which the Management of the Group has defined as the market rates on non-current borrowings.

Allowance for doubtful debts, advances paid, investments and allowance for cost decrease to net realizable value and obsolete inventories

Determining the direction of allowance for doubtful debts, advances paid, investments and allowance for cost decrease to net realizable value and obsolete inventories requires management to make assumptions based on the best estimates of the Group’s ability to realize these assets. As a result of the general changes in the economy or other similar circumstances after the reporting date, management may draw conclusions that may differ from the finding made in the preparation of these consolidated financial statements.

6. PROPERTY, PLANT AND EQUIPMENT

As at December 31, 2017 and 2016 property, plant and equipment of the Group are presented as follows:

Buildings and

Machinery

Other

Construction

Total

constructions

and

in progress

equipment

and

equipment

for

Cost

installation

December 31,

2015

5,801,502

4,420,282

130,498

1,886,723

12,239,005

Additions

30,982

28,035

38,724

2,054,823

2,152,564

Transfer from

inventory

(2,334)

20,981

174

54,901

73,722

Internal

movement

27,656

582,946

632

(611,234)

-

Disposals

(2,960)

(2,815)

(311)

(1,674)

(7,760)

December 31,

2016

5,854,846

5,049,429

169,717

3,383,539

14,457,531

Additions

2,798

921,464

3,058

807,489

1,734,809

Transfer from

inventory

3,598

24,253

589

76,749

105,189

Internal

movement

68,578

2,609,389

2,658

(2,680,625)

-

Disposals

(3,714)

(3,002)

(186)

(1,164)

(8,066)

December 31,

2017

5,926,106

8,601,533

175,836

1,585,988

16,289,463

Accumulated

depreciation

December 31,

2015

1,030,108

1,697,972

49,952

109,639

2,887,671

Charge for the

period

158,225

252,060

11,216

-

421,501

Disposals

(2,152)

(1,508)

(290)

-

(3,950)

Internal

movement

(164)

(26)

190

-

-

December 31,

2016

1,186,017

1,948,498

61,068

109,639

3,305,222

Charge for the

period

164,378

310,854

13,245

3,381

491,858

Disposals

(979)

(1,242)

(354)

-

(2,575)

Impairment for

equipment for

installation

-

765

-

3,138

3,903

Internal

movement

(1,067)

678

389

-

-

December 31,

2017

1,348,349

2,259,553

74,348

116,158

3,798,408

Net book value

at December 31,

2016

4,668,829

3,100,931

108,649

3,273,900

11,152,309

at December 31,

2017

4,577,757

6,341,980

101,488

1,469,830

12,491,055

As at December 31, 2017 and 2016 fixed assets and construction in progress were not insured.

The Group monitors the use of its assets, but because the Group’s sole shareholder is the Government of the Republic of Tajikistan, it is not able to write-off fixed assets without the permission of the State Committee on Investments and Property Management of the Republic of Tajikistan.

Fixed assets received as grant mostly consist of electrical equipment and power transmission devices transferred under the control of the Group by the Government of the Republic of Tajikistan and by electricity consumers - legal entities and individuals of the Republic of Tajikistan. These grants were recognized as deferred income in accordance with IAS 20 “Accounting for government grants and disclosure of government assistance” which is amortized over the useful life of the associated granted assets. As at December 31, 2017 and 2016 amount of deferred income equaled to 86,377 thousand somoni and 84,077 thousand somoni, respectively (Note 15).

The Group borrows funds to acquire assets and capitalizes the interest on assets that meets certain requirements prescribed in IAS 23 “Borrowing costs”. In 2017 and 2016 the Group capitalized 113,552 thousand somoni and 128,838 thousand somoni, respectively, on the cost of construction in progress.

As at December 31, 2017 and 2016 Group’s assets were pledged as collateral on borrowings comprised of buildings and constructions, machinery and equipment, other fixed assets, construction in progress and equipment for installation of subsidiary of the Group - Baipaza hydropower station. As at December 31, 2017 and 2016 net book value of Baipaza hydropower station fixed assets equaled to 440,653 thousand somoni and 449,452 thousand somoni, respectively.

As at December 31, 2017 and 2016 amount of fully depreciated property, plant and equipment equaled to 419,162 thousand somoni and 257,131 thousand somoni, respectively.

The Group adopted revaluation model for property, plant and equipment accounting in accordance with IAS 16 Property, plant and equipment. In 2014 the Group performed and recognized revaluation of property, plant and equipment as at December 31, 2013. Before recognition of revaluation results the carrying value of fixed assets as at December 31, 2013 equaled to 6,883,777 thousand somoni, accumulated depreciation equaled to 1,806,854 thousand somoni.

The Company performs the impairment test and estimates the recoverable value of the assets on annually basis. As ar December 31, 2017 carried impairment test were based on assumptions disclosed in Note 5.

The Group was granted temporary permission to operate the new thermal electric power plant Dushanbe-2 (the “TPP Dushanbe-2”). Since Dushanbe-2 TPP was not adopted by the State Acceptance Commission, the cost of this facility has not been officially indicated to the Group. However, the Group received a letter from the Ministry of Energy and Water Resources of the Republic of Tajikistan about the approximate cost of the Dushanbe-2 TPP in the amount of 905,479 thousand somoni and recognized the Dushanbe-2 TPP as fixed assets of Group ans also recognized long-term liabilities from Government of Republic of Tajikistan. The Group recognized all income and expenses related to the use and operations of TPP Dushanbe-2.

7. NON-CURRENT ADVANCES PAID

As at December 31, 2017 and 2016 the Group’s non-current advances paid are as follows:

December 31,

December 31,

2017

2016

Non-current advances paid

695,546

523,902

695,546

523,902

As at December 31, 2017 and 2016 non-current advances paid include advances for the construction of production facilities and supply of equipment.

8. NON-CURRENT INVESTMENTS

As at December 31, 2017 and 2016 the Group’s non-current investments are as follows:

December 31,

December 31,

2017

2016

Shares in HPP “Sangtuda - 2”

150,796

150,796

OJSC “Rogun HPP”

31,603

31,603

Other

114

113

Allowance on impairment of non-current investments

(112)

(113)

182,401

182,399

In 2006 the Group has signed agreement with OJSC “Sangob” on financing of the construction of HPP Sangtuda-2 in the amount of 40,000 thousand US dollars. In accordance with the agreement after 12 years of use the Hydropower Plant would be transferred to the Group. As at December 31, 2012 the Group has fully paid obligations under the agreement. In accordance with terms of the agreement on purchase of electricity the Group has to purchase electricity from HPP Sangtuda-2 at fixed price which should be increased by 5% annualy starting from 2015.

In 2010 the Group acquired the shares of OJSC “Rogun HPP” amounting to 23,700 thousand somoni. The obligations of OJSC “Roghun HPS” to the Group in the amount of 7,933 thousand somoni were converted into shares at the agreement of both parties and the Ministry of Finance of the Republic of Tajikistan.

The movement in allowance for impairment of non-current investments for the years ended December 31, 2017 and 2016 is presented as follows:

2017

2016

at January 1

113

113

Recovery of allowance

(1)

-

at December 31

112

113

9. INVENTORIES

As at December 31, 2017 and 2016 inventories of the Group are as follows:

December 31,

December 31,

2017

2016

Materials

484,090

486,291

Fuel and lubricants

174,646

104,973

Spare parts

91,947

134,032

Low valuable items

22,142

23,705

Construction materials

2,064

3,982

Supplies and others

54,167

13,688

Allowance for cost decrease to net realizable value and obsolete

inventories

(235,630)

(222,619)

593,426

544,052

The movement in allowance for cost decrease to net realizable value and obsolete inventories for the years ended December 31, 2017 and 2016 is presented as follows:

2017

2016

at January 1

222,619

226,317

(Recovery)/accrual of allowance

13,011

(3,698)

at December 31

235,630

222,619

10. TRADE AND OTHER ACCOUNTS RECEIVABLE

As at December 31, 2017 and 2016 trade and other accounts receivable of the Group are as follows:

December 31,

December 31,

2017

2016

Accounts receivable for electricity

1,163,286

974,402

Accounts receivable for heat

16,230

11,224

Accounts receivable for goods and services

2,038

3,418

Other receivables

387

324

Allowance for doubtful debts

(637,888)

(569,091)

544,053

420,277

The movement in the allowance for doubtful debts for the years ended December 31, 2017 and 2016 is presented as follows:

2017

2016

at January 1

569,091

464,677

Accrual of allowance

68,797

104,414

at December 31

637,888

569,091

The most significant debtors of the Group are as follows:

December 31,

December 31,

2017

2016

SUE “Tajik Aluminum Company”

398,978

391,290

The State Department of Land Resources and Irrigation

71,010

68,403

OJSC “Rogun HPP”

25,518

15,236

DA Afghanistan Breshna Sherkat

21,245

22,925

OJSC “Tojikhimprom”

20,785

17,993

Dushanbe heating network enterprise

14,982

11,132

SUE “Dushanbevodokanal”

8,905

4,442

NES Kirgizstan

37

206

11. CURRENT ADVANCES PAID

As at December 31, 2017 and 2016 current advances paid of the Group are as follows:

December 31,

December 31,

2017

2016

Advances paid for goods and services

123,680

69,494

Advances to employees

685

309

Other advance prepayments

49

50

Allowance for doubtful advances paid

(14,674)

(18,965)

109,740

50,888

The movement in allowance for doubtful advances paid for the years ended December 31, 2017 and 2016 is presented as follows:

2017

2016

at January 1

18,965

27,169

Accrual of allowance

(4,366)

(8,204)

Write-off

-

-

at December 31

14,674

18,965

12. CASH AND CASH EQUIVALENTS

As at December 31, 2017 and 2016 cash and cash equivalents of the Group are as follows:

December 31,

December 31,

2017

2016

Cash in bank account

60,925

76,048

Cash on hand

544

679

Cash in foreign bank account

-

51

61,469

76,778

13. SHARE CAPITAL

As at December 31, 2017 and 2016 announced, issued and paid share capital of the Group amounted to 505,216 and 410,101 thousand somoni respectively.

In 2017 share capital of the Group was increased by 29,759 thousand somoni in accordance with the Decrees of the Government of the Republic of Tajikistan # 42 dated January 25, 2017 (12,495 thousand somoni) and #500 dated October 26, 2017 (17,264 thousand somoni). The increase was made through offsetting accounts payable for electricity of the Group to OJSC “Sangtuda HPP-1” and tax liabilities of the OJSC “Sangtuda HPP-1” to the state budget of the Republic of Tajikistan.

In 2017 and 2016 the Group did not announce any dividends.

14. BORROWED FUNDS

As at December 31, 2017 and 2016 non-current borrowed funds of the Group are as follows:

December 31,

December 31,

2017

2016

Loan from the Ministry of finance of Republic of Tajikistan

7,884,798

6,624,765

Loans from OJSC “Orienbank”

1,618,287

183,515

Loan from the European Bank for Reconstruction and Development

67,749

49,475

Unamortized portion of discount

(190,732)

(187,679)

Unamortized portion of front-end fee

(9,537)

(7,571)

9,370,565

6,662,505

The Group uses valuation techniques that include inputs that are not based on observable market date to estimate the fair value of non-current borrowings. Borrowings are discounted at a rate of 4.19% per annum as at December 31, 2017 (4.12% as at December 31, 2016), which the Management of the Group has defined as the market rates on non-current borrowings.

Movement of discount on non-current borrowed funds for the years ended December 31, 2017 and 2016 is presented as follows:

2017

2016

at January 1

187,679

162,478

Discount recognition

4,579

1,275

Amortization

(36,133)

(22,011)

Effect of change in discount rate

10,439

26,405

Forex effect

24,168

19,532

at December 31

190,732

187,679

As at December 31, 2017 and 2016 current borrowed funds of the Group are as follows:

December 31,

December 31,

2017

2016

Loan from the Ministry of finance of Republic of Tajikistan

2,543,760

1,910,592

Loan from the European Bank for Reconstruction and Development

8,839

5,008

Loans from OJSC “Orienbank”

-

1,056,025

Interest payable

2,197,004

1,663,116

Front-end fee payable

13,727

12,087

Unamortized portion of front-end fee

(734)

(482)

4,762,596

4,646,346

As at December 31, 2017 and 2016 weighted average interest rate on borrowed funds was 6.7% and 6.5%, respectively.

Current portion of non-current borrowings is allocated in accordance with the repayment schedule of principal on loans.

As at December 31, 2017 and 2016 outstanding amount on loans received from Ministry of finance of the Republic of Tajikistan and European Bank for Reconstruction and Development is presented in the following table:

Loan #

Creditor

Loan purpose

Agreement

date

Maturity

date

Loan amount

Interest

rate

December 31,

2017

December 31,

2016

№ 2010 (024)TOTAL

131- 029БТ

The Export-Import Bank of China

Construction of high power electric grid 220 kV “Khujand- Ayni”

December 15,

2010

September 21,

2031

35,055

thousand USD

3%

309,150

276,100

1141Р

OPEC

Expansion of energy cooperation between Tajikistan and Afghanistan

June 28, 2011

August 15,

2026

8,500

thousand USD

3%

69,729

62,274

ТАД 030-032 БТ

Islamic Development bank

Expansion of energy cooperation between Tajikistan and Afghanistan

June 28, 2011

November 30,

2031

14,067

thousand USD

3%

123,288

110,108

0124- TAJ (SF)

Asian Development Bank

Funding of the Project for reconstruction of ORU-500 Kw on Nurek HPP

December 20,

2011

October 15,

2033

54,770

thousand USD

5%

482,887

429,148

Taj 021 БТ

KfW

Replacement of the 220 kV switchgear at Nurek HPP

February 3,

2009

November 01,

2033

18,000

thousand EUR

8%

190,372

149,521

Grant №566TJ

International Development Association

Emergency assistance in the restoration project of the energy sector

July 16, 2010

September 15,

2030

15,000

thousand USD

6%

135,402

120,927

Grant № H372 TJ)

International Development Association

Immediate increase in volume and increasing the reliability of energy supply in the country, especially in the winter season.

October 30,

2008

September 15,

2028

4,342

thousand USD

6%

35,304

31,530

Credit № 4093 TJ

International Development Association

Funding of the project to reduce power losses

December 6,

2005

September 15,

2026

11,446

thousand USD

6%

98,627

88,083

6016

The Export-Import Bank of China

Construction of power lines 220 kV “Lolazor-Khatlon”

December 16,

2006

June 21, 2026

55,228

thousand USD

3%

487,052

434,984

6015

The Export-Import Bank of China

Construction of power lines 500 kV “South-North”

December 21,

2006

June 21, 2026

267,219

thousand USD

3%

2,356,608

2,104,674

665

The Kuwait Fund for Arab Economic Development

Funding of the project for reconstruction of electric grids in Dushanbe

September

20, 2003

October 1,

2029

3,600

thousand

KWD

5%

103,436

91,210

IDB -0022

Islamic Development bank

Construction of small HPPs

March 18,

2005

December 30,

2029

7,623

thousand IDB

3.50%

90,518

76,254

IDB -011-029-031

Islamic Development bank

Reliable power supply in rural areas of Tajikistan

November

26, 2004

December 31,

2020

10,400

thousand IDB

5%

132,350

111,493

Switzerland Confederation

Switzerland Confederation

Funding of the Swiss Subproject for rehabilitation of the power system

December 1,

2003

June 30, 2029

8,862

thousand USD

1.50%

78,155

69,800

2303

Asian Development Bank

Construction of intersystem electric grids

May 21, 2007

December 1,

2031

14,475

thousand XDR

Libor +

0,5%

154,280

129,968

1817

Asian Development Bank

Funding of the Power System Rehabilitation Project

August 20,

2001

December 15,

2025

26,576

thousand XDR

5.00%

254,751

263,789

06015-06016

The Export-Import Bank of China

Additional construction of high-voltage power lines 500/220 kV South-North, Lolazor-Khatlon

May 29, 2007

December 21,

2028

51.000

thousand USD

3%

449,769

401,686

1912-TAJ (SF)

Asian Development Bank

Funding of the Emergency project to stabilize landslides Baipaza HPP

October 20,

2003

December 1,

2033

4,001

thousand XDR

1.50%

38,365

32,319

0213-TAJ-28 BT

Asian Development Bank

Funding of the regional project for the transfer of electricity

November

23, 2010

September 15,

2036

112,500

thousand USD

5%

923,276

770,143

KFW-034ВТ

KfW

Construction of 220 kV switchgear at Nurek

June 2, 2011

May 30,

2032

7,000

thousand EUR

3%

74,034

58,147

2011 (19) TOTAL № (170)-030 БТ

The Export-Import Bank of China

Construction of unified energetic system in north region of Republic of Tajikistan

July 20, 2011

March 21,

2031

26,464

thousand USD

3%

233,384

208,434

Government of Switzerland confederation

International Development Association

Funding of “Energy loss reduction project”

June 29,

2007

June 15,

2032

2,582

thousand USD

6%

20,490

18,300

Grant №TF096573- 035 BT

Switzerland Trust Fund

Funding of “Energy loss reduction project”

December 21,

2011

September 15,

2031

3,468

thousand USD

6%

30,034

26,823

266-025

The Export-Import Bank of China

Reconstruction of Regar substation

July 31, 2013

November 21,

2033

35,043

thousand USD

6%

309,047

276,008

№TAJ 2015-10(БТ)

International Development Association

Funding of the project “Providing electricity in winter period”

September 21,

2015

April 15, 2035

5,000

thousand USD

3%

40,845

22,361

TАJ 2014-028-1

The Export-Import Bank of China

Funding of the project “Construction of the second phase of the HES Dushanbe– 2”

December 18,

2014

June 21,

2034

178 969

thousand USD

5%

1,343,913

808,004

TАJ 2014-028-2

The Export-Import Bank of China

Funding of the project “Construction of the second phase of the HES Dushanbe– 2”

December 18,

2014

August 21,

2039

929,977

thousand CNY

5%

1,259,654

1,054,408

TAJ 2014-006 (БТ-026)

Asian Development Bank

Funding of the project “Rehabilitation Head HPP 240 MW”

December 25,

2014

September 15,

2039

136,000

thousand USD

5%

302,296

198,808

TAJ 2014-007(БТ-027

Islamic Development bank

Funding of the project “Reconstruction of substation Ravshan”

May 5,

2015

October 15,

2038

13,070

thousand USD

3%

28,379

3,140

2015-009(БТ-027)

Asian Development Bank

Implementation of accounting system of wholesale supply of electricity and improving power system design

November 15,

2015

April 15,

2040

54,000

thousand USD

5%

204,610

67,182

41553

European Bank for Reconstruction and Development

Reconstruction of Kairakkum HPP

June 25, 2014

December 8,

2029

50,000

thousand USD

Libor +1%

4,226

3,938

41538

European Bank for Reconstruction and Development

Reduction of electricity losses in the Sughd region

June 15,

2011

April 5,

2016

10,150

thousand USD

Libor +1%

72,363

50,545

EIB Serapis № 2009

0675 - 031BT

Renovation of the energy sector

of the Republic of Tajikistan

October 12,

2011

September 15,

2030

10,141

thousand USD

3%

67,354

38,532

Funding for the project construction of small hydropower plant “Kulob” and “Vose’

State committee on investment and state property management of the Republic of Tajikistan

Funding of the project “Construction of small hydropower plant “Kulob” and “Vose” to provide electricity to the rural population”

January 1,

2008

June 30,

2018

1,200

thousand TJS

1%

1,200

1,200

10,505,148

8,589,841

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2017 (in thousand Tajik somoni, unless otherwise stated)

15. DEFERRED INCOME

As at December 31, 2017 and 2016 deferred income of the Group comprises of current and non-current portions.

Non-current portion of deferred income:

December 31,

December 31,

2017

2016

Deferred income on grants received from Government of

the Republic of Tajikistan

341,749

311,441

Deferred income on discounting of non-current borrowed

funds at the rate lower than market rate

86,921

86,504

Deferred income on fixed assets received as grant

82,513

80,459

511,183

478,404

Current portion of deferred income:

December 31,

December 31,

2017

2016

Deferred income on fixed assets received as grant

3,864

3,618

Deferred income on grants received from the Government of

the Republic of Tajikistan

2,639

1,589

6,503

5,207

Deferred income on grants received is presented in the form of targeted funding for the construction of fixed assets and granted assets from the state bodies, which include mainly electrical equipment and facilities for power transfer devices transferred to the control of the Group by the Government of the Republic of Tajikistan.

Deferred income on fixed assets received as grant represents fixed assets transferred under the control of the Group by the electricity consumers - legal entities and individuals of the Republic of Tajikistan. These grants were recognized as deferred income in accordance with IAS 20, which is amortized equally over the useful life of the granted assets. As at December 31, 2017 and 2016 amount of deferred income equaled to 86,377 thousand somoni and 84,077 thousand somoni, respectively.

Movement of deferred income on discounting of non-current borrowed funds at the rate lower than market rate for the years ended December 31, 2017 and 2016 was as follows:

2017

2016

at January 1

86,504

89,206

Deferred income recognition

4,579

1,276

Amortization of deferred income

(4,162)

(3,978)

at December 31

86,921

86,504

Movement of deferred income on grants received from Government of the Republic of Tajikistan for the years ended December 31, 2017 and 2016 is presented as follows:

2017

2016

Long-term portion

at January 1

311,441

269,299

Grants received during a year

35,874

43,957

Transferred to short-term portion

(5,566)

(1,815)

at December 31

341,749

311,441

2017

2016

Short-term portion

at January 1

1,589

1,138

Transferred from long-term portion

5,566

1,815

Amortized during a year

(4,516)

(1,364)

at December 31

2,639

1,589

Movement of deferred income on fixed assets received as grant for the years ended December 31, 2017 and 2016 is presented as follows:

2017

2016

Long-term portion

Balance as at January 1

80,459

31,701

Grants received during a year

5,987

52,690

Transferred to short-term portion

(3,933)

(3,932)

Balance as at December 31

82,513

80,459

2017

2016

Short-term portion

At January 1

3,618

1,370

Transferred from long-term portion

3,933

3,932

Amortized during a year

(3,687)

(1,684)

At December 31

3,864

3,618

16. NON-CURRENT TRADE AND OTHER ACCOUNTS PAYABLE

As at December 31, 2017 and 2016 non-current trade and other accounts payable of the Group are as follows:

December 31,

December 31,

2017

2016

Accounts payable for Dushanbe HPS-2 to Government of Republic of

Tajikistan

905,479

-

Accounts payable for fixed assets to TBEA

6,670

15,408

912,149

15,408

The Group was granted temporary permission to operate the new thermal electric power plant Dushanbe-2 (the “TPP Dushanbe-2”). Since Dushanbe-2 TPP was not adopted by the State Acceptance Commission, the cost of this facility has not been officially indicated to the Group. However, the Group received a letter from the Ministry of Energy and Water Resources of the Republic of Tajikistan about the approximate cost of the Dushanbe-2 TPP in the amount of 905,479 thousand somoni and recognized the Dushanbe-2 TPP as fixed assets of Group ans also recognized long-term liabilities from Government of Republic of Tajikistan.

17. TRADE AND OTHER ACCOUNTS PAYABLE

As at December 31, 2017 and 2016 trade and other accounts payable of the Group are as follows:

December 31,

December 31,

2017

2016

Accounts payable for electricity

1,856,151

1,437,279

Accounts payable for goods and services

187,795

175,363

Accounts payable for equipment

84,735

43,559

Accounts payable for construction works

6,131

6,228

Other accounts payable

3,912

3,847

2,138,724

1,666,276

Below is information on the largest creditors:

December 31,

December 31,

2017

2016

Islamic Republic of Iran Company “Sangob” (HPP “Sangtuda-2”)

1,060,921

769,646

OJSC “HPP Sangtuda-1”

794,546

654,285

KF Shahtai Fon-Yagnob

59,232

37,227

TBEA (China)

47,382

24,860

OJSC “Tojikgidroelectromontaj”

32,419

-

LLC Kombinati metal Tojik

14,183

-

Consortium Alstom & Gencer

12,401

22,745

Uzbekenergo

9,200

8,216

LLC “Amorat O”

100

10,000

18. ADVANCES RECEIVED

As at December 31, 2017 and 2016 advances received by the Group are as follows:

December 31,

December 31,

2017

2016

Prepayments received for electricity

106,610

81,612

Advances received for thermal energy

20

92

Other advances received

19

59

106,649

81,763

19. TAXES PAYABLE

As at December 31, 2017 and 2016 taxes payable of the Group are as follows:

December 31,

December 31,

2017

2016

Value added tax payable

40,596

124,280

Road tax payable

9,698

11,503

Social tax payable

6,356

5,060

Personal income tax payable

3,249

2,582

Income tax payable

3,244

104

Royalty tax payable

2,169

2,349

Other taxes

362

421

65,674

146,299

20. OTHER PAYABLES AND ACCRUED EXPENSES

As at December 31, 2017 and 2016 other payables and accrued expenses of the Group are as follows:

December 31,

December 31,

2017

2016

Fines and penalties on overdue borrowed funds

2,657,483

1,744,377

Fines and penalties on taxes

95,271

71,901

Unused vacation provision

13,854

21,184

Salary payable

20,064

15,781

Other liabilities

1,977

4,931

2,788,649

1,858,174

The movement in provision for unused vacation for the years ended December 31, 2017 and 2016 is presented as follows:

2017

2016

at January 1

21,184

15,139

(Recovery)/accrual of provision

(7,330)

6,045

at December 31

13,854

21,184

21. INCOME TAX

The Group measures and records its current income tax payable and its tax bases in its assets and liabilities in accordance with the tax regulations of the Republic of Tajikistan where the Group operates, which may differ from IFRS. For the years ended December 31, 2017 and 2016 on the territory of the Republic of Tajikistan, the income tax rate for production legal entities was 13% and 14% respectively, but not less than 1% from gross revenue according to the tax law of the Republic of Tajikistan.

The Group is subject to certain permanent tax differences due to the non-tax deductibility of certain expenses and certain income being treated as non-taxable for tax purposes.

Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. Temporary differences as at December 31, 2017 and 2016 relate mostly to different methods of income and expense recognition as well as to temporary differences generated by tax – book bases’ differences for certain assets and liabilities.

Year ended

Year ended

December 31,

December 31,

2017

2016

Current income tax expenses

25,086

21,643

Changes in deferred income tax

-

-

Income tax expenses

25,086

21,643

Temporary differences as at December 31, 2017 and 2016, comprise:

December 31,

December 31,

2017

2016

Deferred income tax assets:

Tax loss carry forward

4,678,514

5,458,747

Allowance for doubtful debts

637,888

569,091

Deferred income

430,766

397,107

Allowance for cost decrease to net realizable value and obsolete

inventories

235,630

222,619

Allowance for doubtful advances paid

14,674

18,965

Unused vacation provision

13,854

21,184

Impairment allowance on long-term investments

112

113

Impairment of property, plant and equipment

3,903

Total deferred income tax assets

6,015,341

6,687,826

Deferred income tax liabilities:

Discount on borrowed funds

103,811

101,175

Total deferred income tax liabilities

103,811

101,175

Net deferred income tax assets

5,911,530

6,586,651

Net deferred income tax assets at statutory tax rate (13%)

768,499

856,265

Allowance on net deferred income tax assets

(768,499)

(856,265)

Net deferred income tax assets less allowance

-

-

Temporary differences between tax accounting and current financial statement as well as tax losses lead to deferred tax liabilities as at December 31, 2017 and 2016 as a result of the following:

December 31,

Recognized in the

Recognized

December 31,

2016

consolidated

in equity

2017

statement of profit

or loss and other

comprehensive

income

Temporary differences:

Tax loss carry forward

709,638

(101,432)

-

608,206

Allowance for doubtful debts

73,982

8,943

-

82,925

Deferred income

51,624

4,376

-

56,000

Allowance for cost decrease to net

realizable value and obsolete inventories

28,940

1,692

-

30,632

Allowance for doubtful advances paid

2,465

(557)

-

1,908

Unused vacation provision

2,754

(953)

-

1,801

Impairment allowance on long-term

investments

15

-

-

15

Impairment of property, plant and

equipment

-

507

-

507

Discount on borrowed funds

(13,153)

(342)

-

(13,495)

856,265

(87,766)

-

768,499

December 31,

Recognized in the

Recognized

December 31,

2015

consolidated

in equity

2016

statement of

profit or loss and

other

comprehensive

income

Temporary differences:

Tax losses to be offset

464,591

245,047

-

709,638

Allowance on doubtful debts

65,055

8,927

-

73,982

Deferred income

42,491

9,133

-

51,624

Allowance for cost decrease to net

realizable value and obsolete inventories

31,684

(2,744)

-

28,940

Allowance on doubtful amount of

advances

3,804

(1,339)

-

2,465

Unused vacation provision

2,119

635

-

2,754

Allowance for impairment of non-current

investments

16

(1)

-

15

Discount on borrowed funds

(10,258)

(2,895)

-

(13,153)

599,502

256,763

-

856,265

22. REVENUE

The Group’s revenues from sales of electricity and thermal energy for the years ended December 31, 2017 and 2016 are as follows:

Year ended

Year ended

December 31,

December 31,

2017

2016

Revenue from sale of electricity

2,107,280

1,683,446

Revenue from sale of thermal energy

6,367

5,175

2,113,647

1,688,621

23. COST OF SALES

The cost of electricity and thermal energy produced for the years ended December 31, 2017 and 2016 were as follows:

Year ended

Year ended

December 31,

December 31,

2017

2016

Cost of electricity

1,081,437

955,269

Technical losses on transmission of electricity

183,760

152,093

Cost of thermal energy

249,091

111,540

1,514,288

1,218,902

Cost of sales includes the following articles:

Year ended

Year ended

December 31,

December 31,

2017

2016

Cost of purchased electricity

700,877

621,485

Depreciation of fixed assets

291,513

227,479

Materials

275,387

214,790

Salary and related taxes

102,068

74,510

Transportation cost

71,803

16,965

Taxes other than income tax

44,000

33,741

Other

28,640

29,932

1,514,288

1,218,902

24. SELLING EXPENSES

The selling expenses of the Group for the years ended December 31, 2017 and 2016 are as follows:

Year ended

Year ended

December 31,

December 31,

2017

2016

Depreciation

192,079

191,258

Salary and related taxes

174,837

138,450

Inventories

78,239

70,102

Accrual of allowance for doubtful accounts receivable

68,797

104,414

Services

31,639

21,954

Fixed assets maintenance

12,433

11,568

Fuel

8,058

9,387

Business trip

2,658

2,640

Recovery of allowance for doubtful advances paid

(4,366)

(8,204)

Other

26,009

37,215

590,383

578,784

Distribution costs include expenses of the branches - power grids, which engaged in the transmission and sale of electricity.

25. GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the years ended December 31, 2017 and 2016 are as follows:

Year ended

Year ended

December 31,

December 31,

2017

2016

Taxes other than income tax

48,992

42,862

Fines and penalties on taxes

24,718

37,807

Salary and related taxes

19,097

17,681

Depreciation

8,266

2,764

Professional services

4,451

2,723

Fuel

4,098

2,511

Fixed assets maintenance

1,074

1,208

Business trip

1,006

1,142

Rent

657

708

Utility

559

498

Representation expenses

368

923

Communication

365

545

Bank fees

200

201

Other

6,637

8,416

120,488

119,989

General and administrative expenses include the expenses of the HQ, the Center of projects implementation, DPMTO representative offices in the Russian Federation, subsidiary – Limited Liability Company “Barq – Servis”.

Annually as a result of tax audit carried out by tax authorities the Group accrues fines and penalties for different taxes.

26. FINANCIAL GAIN AND LOSS

Financial gain and loss for the years ended December 31, 2017 and 2016 are as follows:

Year ended

Year ended

December 31,

December 31,

2017

2016

Financial gain

Effect of change in discount rate of borrowings

10,439

26,405

10,439

26,405

Financial loss

Penalties on borrowed funds

659,057

486,378

Interest expenses

624,093

474,573

Amortization of discount on borrowed funds

36,133

22,011

Amortization of front-end fee

602

423

1,319,885

983,385

27. OTHER NON-OPERATING (LOSS)/GAIN, NET

Other non-operating gain/(loss), net for the years ended December 31, 2017 and 2016 are as follows:

Year ended

Year ended

December 31,

December 31,

2017

2016

Amortization of deferred income

12,365

7,026

Inventory sales, net

2,957

3,342

Income from dividends

92

-

(Accrual)/recoveryof allowance for cost decrease to net realizable value

and obsolete inventories

(13,011)

3,698

Loss from disposal of property, plant and equipment

(5,491)

(3,810)

Impairment expenses for equipment of installation

(3,903)

-

Other income

5,688

5,976

(1,303)

16,232

28. FAIR VALUE OF FINANCIAL INSTRUMENTS

IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions As no readily available market exists for large part of the Group’s financial instruments, judgment is necessary in arriving at fair value, based on current economic conditions and specific risks attributable to the instrument.

As at December 31, 2017 and 2016 the following methods and assumptions were used by the Group to estimate the fair value of each class of financial instrument for which it is practicable to estimate such value:

Cash and cash equivalents - The carrying amount represents their fair value.

Trade and other receivables - The carrying amount is considered a reasonable estimate of their fair value as the allowance for estimated doubtful amounts is considered a reasonable estimate of the discount required to reflect the impact of credit risk.

Trade and other payables - The carrying amount is a reasonable estimate of their fair value due to their current nature.

Non-current borrowing - The carrying amount is considered a reasonable estimate of their fair value as applied interest rate on non-current borrowings is considered to be a reasonable approximation of the market rate with reference to loans with similar credit risk level and maturity period at the reporting date.

Fair values are primarily determined using quoted market prices or standard pricing models using observable market inputs where available and are presented to reflect the expected gross future cash in/outflows. The Group classifies the fair values of its financial instruments into a three level hierarchy based on the degree of the source and observability of the inputs that are used to derive the fair value of the financial asset or liability as follows:

Level 1 Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can assess at the measurement date; or

Level 2 Inputs other than quoted inputs included in Level 1 that are observable for the assets or liabilities, either directly or indirectly; or

Level 3 Unobservable inputs for the assets or liabilities, requiring the Group to make market based assumptions.

Level 1 classifications primarily include financial assets and financial liabilities that are exchange traded, whereas Level 2 classifications primarily include financial assets and financial liabilities which derive their fair value primarily from exchange quotes and readily observable quotes. Level 3 classifications primarily include financial assets and financial liabilities which derive their fair value predominately from models that use applicable market based estimates surrounding location, quality and credit differentials. In circumstances where the Group cannot verify fair value with observable market inputs (Level 3 fair values), it is possible that a different valuation model could produce a materially different estimate of fair value.

It is the Group’s policy that transactions and activities in trade related financial instruments be concluded under master netting agreements or long form confirmations to enable balances due to/from a common counterparty to be offset in the event of default, insolvency or bankruptcy by the counterparty.

The following tables show the fair values of financial assets and financial liabilities as at December 31, 2017 and 2016. Other assets and liabilities which are measured at fair value on a recurring basis are cash and cash equivalents. There are no nonrecurring fair value measurements.

Level 1

Level 2

Level 3

December 31,

2017

Total

FINANCIAL ASSETS:

Cash and cash equivalents

61,469

-

-

61,469

Trade and other accounts receivable

-

-

544,053

544,053

Non-current investments

-

-

182,401

182,401

TOTAL FINANCIAL ASSETS

61,469

-

726,454

787,923

FINANCIAL LIABILITIES:

Current trade and other accounts

Payable

-

-

2,138,724

2,138,724

Non-current trade and other

accounts payable

-

-

912,149

912,149

Current borrowed funds

-

4,762,596

-

4,762,596

Non-current borrowed funds

-

9,370,565

-

9,370,565

Other payables and

accrued expenses

-

-

2774795

2,774,795

TOTAL FINANCIAL LIABILITIES

-

14,133,161

5,825,668

19,958,829

Level 1

Level 2

Level 3

December 31,

2016

Total

FINANCIAL ASSETS:

Cash and cash equivalents

76,778

-

-

76,778

Trade and other accounts receivable

-

-

420,277

420,277

Non-current investments

-

-

182,399

182,399

TOTAL FINANCIAL ASSETS

76,778

-

602,676

679,454

FINANCIAL LIABILITIES:

Current trade and other accounts

Payable

-

-

1,666,276

1,666,276

Non-current trade and other

accounts payable

-

-

15,408

15,408

Current borrowed funds

-

4,646,346

-

4,646,346

Non-current borrowed funds

-

6,662,505

-

6,662,505

Other short-term payables and

accrued expenses

-

-

1,786,273

1,786,273

TOTAL FINANCIAL LIABILITIES

-

11,308,851

3,467,957

14,776,808

29. CONTINGENT LIABILITIES AND CONTINGENT ASSETS

(a) Social commitments and pensions and retirement plans

The Group incurs expenses on development and maintenance of social objects and welfare of its employees and other social needs.

Employees of the Group receive pension benefits in accordance with the laws and regulations of the Republic of Tajikistan.

As at December 31, 2017 and 2016 the Group was not liable for any supplementary pensions, post-retirement health care, insurance benefits, or retirement indemnities to its current or former employees.

(b) Insurance

As at December 31, 2017 and 2016 the Group had no insurance coverage in respect of its assets, activities and its public obligations and other risks, to be insured. Since the absence of insurance does not mean reducing the cost of the assets or incurrence of liabilities, provisions were not considered in the consolidated financial statements for uncertain losses.

(c) Environment protection issues

Official laws of the Republic of Tajikistan #58 “On environment protection” dated June 15, 2004, and #228 “On air protection” dated February 1, 1996, are aimed to protect atmosphere from pollution and established maximum permissible level of emission of harmful substances.

Integrated control and permits for allowable emissions of pollutants are conducted in accordance with the article 11 “Basic requirements for the valuation of atmosphere air quality” and article 13 “Measurement and control of emissions into the atmosphere”.

The Republic of Tajikistan has acceded to the Kyoto Protocol and ratified it on November 22, 2008. After the ratification of Kyoto Protocol coordination is assigned to Committee for environmental protection under the Government of the Republic of Tajikistan.

Legislation for environmental protection in the Republic of Tajikistan is in the process of development and government agencies continuously revise standards for the application of such legislation. The Group periodically evaluates its obligations under environmental regulations. As obligations are defined, they are recognized immediately in the consolidated statements. Potential liabilities that may arise as a result of changes in existing regulations, litigation in civil cases or legislation cannot be estimated with any certainty, but could be significant. Under the existing system of control and penalties for non-compliance with the existing legislation, Management believes that at the moment there are no significant liabilities related to environmental damage.

(d) Litigation

In Management’s opinion at present time there are no any pending legal proceedings or other claims, which could have a material adverse effect on the financial results and financial position of the Group, or which would not be accrued or disclosed in these consolidated financial statements.

(e) Technical risks

Reconstruction of the electric power industry is dictated by the current situation in the energy sector due to the rapid deterioration of the technical condition of the fixed assets of the Group. Implementation of current and capital repairs is not enough; new construction, rehabilitation, reconstruction and technical re-equipment are required in accordance with technical progress. Thus, technical risk of impairment is high.

(f) Capital commitments

As at December 31, 2017 and 2016 the Group’s capital commitments to continue financing the constructions and maintenance of infrastructure for generation, transmission and distribution of the electricity in the Republic of Tajikistan amounted to 669,851 thousand somoni and 1,363,717 thousand somoni respectively.

(g) Liabilities with counterparties

The Group’s trade and other accounts payable include a liability towards the supplier HPP “Sangtuda 2”. HPP “Sangtuda-2” charged penalties for the Group's accounts payable due to overdue payment for electricity. The Management of the Group believes that the amount of penalties will not be claimed by the HPP “Sangtuda-2” and probability of payment of penalties is remote.

30. TRANSACTIONS WITH RELATED PARTIES

In considering each possible related party relationship, attention is directed to the substance of the relationship, and not merely the legal form.

Transactions with state companies

The Group applies the exemption from the application of IAS 24, disclosures in respect of related party transactions and balances and transactions, including commitments, because it is associated with the state organization. Accordingly, the Group discloses the nature of their relationship with the Government, the description and the amount of each operation that is significant, individually or in the aggregate.

The following amounts in the consolidated statement of financial position as at December 31, 2017 and 2016 arose from transactions with related parties:

December 31, 2017

December 31, 2016

Related party

Total category

Related

Total category

transactions

as per the

party

as per the

consolidated

transactions

consolidated

financial

financial

statements

statements

caption

caption

Non-current investments

31,603

182,401

31,603

182,399

Trade and other accounts receivable

257,864

544,053

221,827

420,277

Cash and cash equivalents

55,770

61,469

74,990

76,778

Current borrowed funds

2,543,760

4,762,596

3,469,843

4,646,346

Non-current borrowed funds

7,884,799

9,370,565

6,445,909

6,662,505

Other payables and accrued expenses

2,753,645

2,788,649

1,743,787

1,858,174

The following amounts were included in the consolidated statement of profit or loss and other comprehensive income for the years ended December 31, 2017 and 2016 which arose due to transactions with related parties:

2017

2016

Related party

Total category

Related party

Total category

transactions

as per the

transactions

as per the

consolidated

consolidated

financial

financial

statements

statements

caption

caption

Revenue

478,649

2,113,647

394,644

1,688,621

Cost of sales

507,800

1,514,288

462,963

1,218,902

Selling expenses

70,568

590,383

39,059

578,784

Net loss on foreign exchange

operations

1,725,752

1,958,820

883,042

1,147,843

Financial loss

317,244

1,319,885

700,286

983,385

For the years ended December 31, 2017 and 2016 the remuneration of key management was as follows:

December 31,

December 31,

2017

2016

Salary and bonuses

287

237

Contributions to social fund

72

59

359

296

31. FINANCIAL RISKS MANAGEMENT

Main financial liabilities of the Group include loans, trade and other payables and agreements of financial guarantee. Main purpose of these financial liabilities is financing Group’s operations and support of its activity.

Group has trade and other receivables, cash and cash equivalents and current deposits, which directly arise in the course of Group’s operational activity. The Group also keeps investment held for sale.

The Group is subject to market risk, credit risk and liquidity risk.

Management of the Group controls risk management process. Management reviews and approves risk management policy.

Prior to placement of Group’s shares, duties of Superior Body are performed by the Government of the Republic of Tajikistan. Exclusive powers of Superior Body are:

Determination of main directions of Group’s activity, approval of annual reports and financial statements,

Amending of Group’s charter, including change of its share capital,

Election of members of auditing committee (inspector) of the Group and their dismissal, Approval of Audit committee reports,

Taking decision on acquisition of shares, issued by the Group,

Taking decision on reorganisation and liquidation of the Group, assignment of liquidation committee and approval of liquidation balance sheet,

Election of Group’s Chairman and his termination,

Exercise of other powers, prescribed by laws of the Republic of Tajikistan and charter of the Group.

Geographical concentration

The geographical concentration of assets and liabilities are disclosed below:

Republic of

OECD

Other

2017

Tajikistan

countries

Total

FINANCIAL ASSETS:

Cash and cash equivalents

61,469

-

-

61,469

Trade and other accounts receivable

527,232

-

16,821

544,053

Non-current investments

182,401

-

-

182,401

TOTAL FINANCIAL ASSETS

771,102

-

16,821

787,923

FINANCIAL LIABILITIES:

Current trade and other accounts payable

2,066,060

36,987

35,677

2,138,724

Non-current trade and other accounts

Payable

905,479

-

6,670

912,149

Current borrowed funds

4,721,717

40,879

-

4,762,596

Non-current borrowed funds

9,306,882

63,683

-

9,370,565

Other current payables and accrued

Expenses

2,774,795

-

-

2,774,795

TOTAL FINANCIAL LIABILITIES

19,774,933

141,549

42,347

19,958,829

Republic of

OECD

Other

2016

Tajikistan

countries

Total

FINANCIAL ASSETS:

Cash and cash equivalents

76,727

-

51

76,778

Trade and other accounts receivable

401,724

-

18,553

420,277

Non-current investments

182,399

-

-

182,399

TOTAL FINANCIAL ASSETS

660,850

-

18,604

679,454

FINANCIAL LIABILITIES:

Current trade and other accounts payable

1,604,649

38,824

22,803

1,666,276

Non-current trade and other accounts

payable

15,408

-

-

15,408

Current borrowed funds

4,612,525

33,821

-

4,646,346

Non-current borrowed funds

6,618,355

44,150

-

6,662,505

Other current payables and accrued

expenses

1,786,273

-

-

1,786,273

TOTAL FINANCIAL LIABILITIES

14,637,210

116,795

22,803

14,776,808

Market risk

Market risk is a risk of possible fluctuations of the fair value of future cash flows as a result of changes in market prices. Market prices include four types of risks: interest rate risk, currency risk, risk of price change and other price risks. Financial instruments, which are subject to market risk, include loans, deposits, investments held for sale.

Sensitivity analysis as at December 31, 2017 and 2016 is presented below.

Sensitivity analysis was prepared on the basis of assumption that amount of net debt and part of financial instruments in foreign currency is constant.

Analysis does not include effect of changes of market variables on book value of pensions and other liabilities on employee’s termination, provisions and also nonfinancial assets and liabilities of subdivisions.

In preparing sensitivity analysis the following assumptions were made:

Sensitivity of consolidated statement of financial position is associated with debt instruments held for sale.

Sensitivity of relevant account of consolidated statement of profit or loss and other comprehensive income is the effect of proposed changes of relevant market risks.

The analysis was made on the basis of financial assets and financial liabilities existing as at December 31, 2017 and 2016.

Risk of price changes

Risk of price changes is the risk or uncertainty arising from possible changes in market prices and their impact on future performance and results of operational activity of the Group.

Price decrease can lead to decrease of net income and cash flows. Maintaining low prices for an extended period of time can lead to a reduction in activity and may ultimately have an impact on the Group’s ability to fulfill its obligations under the contracts. Management estimates the decline as hardly probable and Group does not use derivative instruments to reduce its exposure to this risk.

The Group enters into non- current contracts for products supply on standard commercial terms; thereby the Group is not exposed to the risk of loss of revenue due to price increase on the market.

Currency risk

Currency risk is a risk that the fair value of future cash flows of financial instruments will fluctuate due to changes in exchange rates. The Group’s exposure to foreign currency exchange rates is stipulated primarily due to Group’s operating activity (when sales or expenses are denominated in currencies, other than the functional currency of the Group), as well as the Group’s net investment in foreign subsidiaries.

The Group exports its production to Afghanistan and countries of Central Asia, acquires equipment and materials from overseas suppliers and attracts a substantial amount of non -current loans in foreign currency. Significant concentration of currency risk lies in loans denominated in various foreign currencies (mainly in US dollars). In accordance with the Group’s accounting policy, these loans were translated to somoni using exchange rates prevailed at the reporting date. However, future changes in exchange rate of somoni to US dollar are unpredictable. Future changes in exchange rates may affect the carrying value of liabilities denominated in foreign currencies.

There are strict restrictions and controls in respect of Somoni conversion into other currencies. Currently Somoni is not convertible currency outside the Republic of Tajikistan.

TJS

USD

EUR

XDR

KWD

Other

2017

Total

FINANCIAL ASSETS:

Cash and cash equivalents

21,801

37,969

77

-

-

1,622

61,469

Trade and other accounts receivable

527,232

16,821

-

-

-

-

544,053

Non-current investments

182,401

-

-

-

-

-

182,401

TOTAL FINANCIAL ASSETS

731,434

54,790

77

-

-

1,622

787,923

Current trade and other accounts payable

969,224

1,144,675

24,825

-

-

-

2,138,724

Non-current trade and other accounts payable

905,479

6,670

-

-

-

-

912,149

Current borrowed funds

1,320

3,726,893

172,014

627,478

97,096

137,795

4,762,596

Non-current borrowed funds

(19)

7,561,418

188,727

305,441

56,890

1,258,108

9,370,565

Other current payables and accrued expenses

116,445

1,928,081

73,360

561,278

73,703

21,928

2,774,795

TOTAL FINANCIAL LIABILITIES

1,992,449

14,367,737

458,926

1,494,197

227,689

1,417,831

19,958,829

Open currency position

(1,261,015)

(14,312,947)

(458,849)

(1,494,197)

(227,689)

(1,416,209)

(19,170,906)

TJS

USD

EUR

XDR

KWD

Other

2016

Total

FINANCIAL ASSETS:

Cash and cash equivalents

25,226

51,501

-

-

-

51

76,778

Trade and other accounts receivable

401,724

18,553

-

-

-

-

420,277

Non-current investments

182,399

-

-

-

-

-

182,399

TOTAL FINANCIAL ASSETS

609,349

70,054

-

-

-

51

679,454

Current trade and other accounts payable

835,084

816,796

14,396

-

-

-

1,666,276

Non-current trade and other accounts payable

-

15,408

-

-

-

-

15,408

Current borrowed funds

14,686

3,858,453

110,990

523,842

76,499

61,876

4,646,346

Non-current borrowed funds

96

5,100,429

158,437

296,025

54,726

1,052,792

6,662,505

Other current payables and accrued expenses

42,510

1,264,889

37,873

385,154

51,235

4,612

1,786,273

TOTAL FINANCIAL LIABILITIES

892,376

11,055,975

321,696

1,205,021

182,460

1,119,280

14,776,808

Open currency position

(283,027)

(10,985,921)

(321,696)

(1,205,021)

(182,460)

(1,119,229)

(14,097,354)

Currency risk sensitivity

The following table details the Group’s sensitivity to a 10% increase and decrease in the USD and XDR against the TJS for 2017 and 2016, respectively. These rates are the sensitivity rates used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the possible change in foreign currency exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the end of the period for a 10% change in foreign currency rates. The sensitivity analysis includes external loans as well as loans to foreign operations within the Group where the denomination of the loan is in a currency other than the currency of the lender or the borrower.

2017

2016

Official USD

Official USD

Official USD

Official USD

exchange rate,

exchange rate,

exchange rate,

exchange rate,

+10%

-10%

+10%

-10%

Impact on profit and loss

(1,431,295)

1,431,295

(1,098,592)

1,098,592

2017

2016

Official XDR

Official XDR

Official XDR

Official XDR

exchange rate,

exchange rate,

exchange rate,

exchange rate,

+10%

-10%

+10%

-10%

Impact on profit and loss

(149,420)

149,420

(120,502)

120,502

The Group is not exposed to interest rate risk as the amount of the Group’s borrowings raised with floating rate is insignificant.

Credit risk

Credit risk is a risk that the Group will incur financial loss because the counterparties fail to meet their obligations under financial instrument or client contract. The Group is exposed to credit risk related to its operating activity (primarily, trade receivables).

Trade accounts receivable

Credit risk management associated with customers is performed by each subsidiary in accordance with the policies, procedures and control system established by the Group in respect of credit risk management associated with customers. Regular monitoring of outstanding accounts receivable is carried out.

Financial assets of the Group, which are potentially subject to credit risk, compose primarily of trade receivables.

In 2017 the percentage of money collection for the sold energy in the whole group was 86% (accrued – 2,450,318 thousand somoni VAT inclusive, paid – 2,107,238 thousand somoni), including Tajik Aluminium Plant 96.8% (accrued – 241,294 thousand somoni VAT inclusive, paid – 233,606 thousand somoni).

In 2016 the percentage of money collection for the sold energy in the whole group was 92.2% (accrued – 1,949,750 thousand somoni VAT inclusive, paid – 1,797,765 thousand somoni), including Tajik Aluminium Plant 107% (accrued – 280,770 thousand somoni VAT inclusive, paid – 301,177 thousand somoni).

Approximately 10% of all sales in 2017 (14% in 2016) were supplied to the largest industrial consumer Tajik Aluminum Plant (TADAZ), which is currently controlled by the Government of the Republic of Tajikistan.

The carrying value of accounts receivable, net of allowance for doubtful debt, represents the maximum amount exposed to credit risk.

Need for impairment recognition is reviewed at each reporting date, individually for each large entity. In addition, the amounts due from a large number of individuals are grouped into homogeneous groups and assessed for impairment on a collective basis. The calculations are based on the information on actual losses incurred in the past. The maximum exposure to credit risk at the reporting date is presented by the book value of each class of financial assets. The Group does not have the property received as security for the debt owed to it.

Although collection of receivables could be influenced by economic factors, Management believes that there is no substantial risk of loss beyond the provision for impairment of receivables.

Liquidity risk

Group exercises control over the risk of shortage of funds using a recurring liquidity planning tool.

The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans and payment by installments contracts.

The Group has access to financing in sufficient amounts and terms of loans to be paid within 12 months may be postponed to a later date by agreement with current creditors.

The following table summarizes the contractual undiscounted payments on financial liabilities of the Group by maturity.


Less than

1 – 3

3 months -

1-5 years

More than

Undefined

2017

1 month

months

1 year

5 years

Total

FINANCIAL ASSETS:

Cash and cash equivalents

61,469

-

-

-

-

-

61,469

Trade and other accounts receivable

544,053

-

-

-

-

-

544,053

Non-current investments

-

-

-

-

-

182,401

182,401

TOTAL FINANCIAL ASSETS

605,522

-

-

-

-

182,401

787,923

FINANCIAL LIABILITIES:

Current trade and other accounts payable

969,224

1,144,675

24,825

-

-

-

2,138,724

Non-current trade and other accounts payable

-

-

-

6,670

-

905,479

912,149

Current borrowed funds

4,316,027

50,046

396,523

-

-

-

4,762,596

Non-current borrowed funds

-

-

-

3,922,422

5,448,143

-

9,370,565

Other current payables and accrued expenses

2,774,795

-

-

-

-

-

2,774,795

TOTAL FINANCIAL LIABILITIES

8,060,046

1,194,721

421,348

3,929,092

5,448,143

905,479

19,958,829

Difference between financial assets and liabilities

(7,454,524)

(1,194,721)

(421,348)

(3,929,092)

(5,448,143)

(723,078)

(19,170,906)

Less than

1 – 3

3 months -

1-5 years

More than

Undefined

2016

1 month

months

1 year

5 years

Total

FINANCIAL ASSETS:

Cash and cash equivalents

76,778

-

-

-

-

-

76,778

Trade and other accounts receivable

420,277

-

-

-

-

-

420,277

Non-current investments

-

-

-

-

-

182,399

182,399

TOTAL FINANCIAL ASSETS

497,055

-

-

-

-

182,399

679,454

FINANCIAL LIABILITIES:

Current trade and other accounts payable

1,666,276

-

-

-

-

-

1,666,276

Non-current trade and other accounts payable

-

-

-

15,408

-

-

15,408

Current borrowed funds

4,253,697

42,343

350,306

-

-

-

4,646,346

Non-current borrowed funds

-

-

-

1,993,994

4,668,511

-

6,662,505

Other current payables and accrued expenses

1,766,854

3,531

15,888

-

-

-

1,786,273

TOTAL FINANCIAL LIABILITIES

7,686,827

45,874

366,194

2,009,402

4,668,511

-

14,776,808

Difference between financial assets and liabilities

(7,189,772)

(45,874)

(366,194)

(2,009,402)

(4,668,511)

182,399

(14,097,354)

Analysis of undiscounted financial liabilities

The table below shows the distribution of the Group's obligations as at December 31, 2017 and 2016 based on contractual undiscounted cash flows.

Less than 1

1 – 3 months

3 months - 1

1-5 years

More than 5

Undefined

2017

FINANCIAL LIABILITIES:

month

year

years

Total

Current trade and other

accounts payable

969,224

1,144,675

24,825

-

-

-

2,138,724

Non-current trade and other

accounts payable

-

-

-

6,670

-

905,479

912,149

Current borrowed funds

4,316,027

132,538

397,257

-

-

-

4,845,822

Non-current borrowed

Funds

-

-

-

3,977,367

5,593,468

-

9,570,835

Other current payables and

accrued expenses

2,774,795

-

-

-

-

-

2,774,795

TOTAL FINANCIAL LIABILITIES

8,060,046

1,277,213

422,082

3,984,037

5,593,468

905,479

20,242,325

Less than 1

1 – 3 months

3 months - 1

1-5 years

More than 5

Undefined

2016

month

year

years

Total

FINANCIAL LIABILITIES:

Current trade and other

accounts payable

1,666,276

-

-

-

-

-

1,666,276

Non-current trade and other accounts

payable

-

-

-

15,408

-

-

15,408

Current borrowed funds

3,202,681

145,346

1,759,782

-

-

-

5,107,809

Non-current borrowed

Funds

-

-

-

3,115,884

6,224,416

-

9,340,300

Other current payables and

accrued expenses

1,766,854

3,531

15,888

-

-

-

1,786,273

TOTAL FINANCIAL LIABILITIES

6,635,811

148,877

1,775,670

3,131,292

6,224,416

-

17,916,066


Capital management

Capital includes capital owned by the Government of the Republic of Tajikistan.

The main objective of the Group’s capital management is to ensure strong credit worthiness and an adequate level of capital to conduct its operations and maximize shareholder value.

The Group manages its capital structure and its changes in response to changes of economic conditions.

For the year ended December 31, 2017 and 2016 no changes were made in the objectives, policies and processes for managing capital.

The Group monitors capital using gearing ratio, which is calculated by dividing net debt by total capital and net debt.

  1. SUBSEQUENT EVENTS

    According to the Decree of the Government of the Republic of Tajikistan # 234 of April 28, 2018 "On the reorganization of joint-stock companies", OJSC "Transmission Electric Grids" and OJSC "Distribution Electric Grids" will be established on the basis of 10 power grids that deal with the transmission and sale of electricity.

    At the date of the issue of the consolidated financial statements of the Group there were no events, except described above that must be disclosed in the consolidated financial statements in accordance with IAS 10 “Events after the reporting period”.

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