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Columbus Energy S.A.

Quarterly Report Oct 31, 2018

6303_rns_2018-10-31_81785905-314c-4574-9107-ee404c1af003.pdf

Quarterly Report

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Unaudited annual accounts

30 June 2018

For the year beginning 1 July 2017 and ending 30 June 2018

Coal Energy S.A.

Société anonyme

205, route d`Arlon, L-1150 Luxembourg Luxembourg: B 154144

Contents

Unaudited annual accounts

Balance Sheet as at 30 June 2018 Profit and Loss Account for the year ended 30 June 2018

Notes to the unaudited annual accounts

  • Note 1 General information
  • Note 2 Summary of significant accounting policies
  • Note 3 Financial fixed assets
  • Note 4 Debtors
  • Note 5 Prepayments and accrued income
  • Note 6 Capital and reserves
  • Note 7 Non subordinated debts
  • Note 8 Other external charges
  • Note 8 Staff costs
  • Note 9 Other operating charges
  • Note 10 Income tax
  • Note 11 Off balance sheet commitments and transactions
  • Note 12 Related party transactions
  • Note 13 Emoluments granted
  • Note 14 Advances and loans granted
  • Note 15 Subsequent events

COAL ENERGY S.A. Société Anonyme 205, roude d`Arlon, L-1150 Luxembourg R.C.S. Luxembourg: B 154.144 Capital social: USD 450.111,20 (the Company)

STATEMENT OF MANAGEMENT RESPONSIBILITY

To the best of our knowledge, the financial statement as of 30 June 2018 of Coal Energy S.A. have been prepared in accordance with LUX GAAP accounting standards give a true and fair view of the assets, liabilities, financial position and result of its operations for the year ended 30 June 2018. The annual management report includes a fair review of the information required under article 3(3) of the Transparency Law.

Luxembourg

On behalf of management

Directors A: Director B:

____________________________ Chairman of the Board of Directors Viktor Vyshnevetskyy

_____________________________ Independent Non-executive Director Diyor Yakubov

____________________________ Chief Operating Director Pavlo Moiseyenko

____________________________ Business Development Director Oleksandr Reznyk

____________________________ Independent Non-executive Director Arthur David Johnson

BALANCE SHEET

As at Notes 30 Jun 2018 30 Jun 2017
(expressed in US Dollar) USD USD
ASSETS
Fixed assets
Financial fixed assets
Shares in affiliated undertakings
3 72 006 905,28 72 006 905,28
Amounts owed by affiliated undertakings 34 957 456,54 34 957 456,54
Total fixed assets 106 964 361,82 106 964 361,82
Current assets
Debtors
Amounts owed by affiliated undertakings
4
becoming due and payable within one year
Other receivables
9 195 348,83 6 846 711,59
becoming due and payable within one year 15 243,95 14 018,39
Cash at bank, cash in postal cheque accounts,
cheques and cash in hand
805,00 732,90
Total current assets 9 211 397,78 6 861 462,88
Prepayments and accrued income 5 - -
TOTAL ASSETS 116 175 759,60 113 825 824,70

BALANCE SHEET

As at Notes 30 Jun 2018 30 Jun 2017
(expressed in US Dollar) USD USD
LIABILITIES
Capital and reserves 6
Subscribed capital 450 111,20 450 111,20
Share premium and similar premiums 80 540 783,11 80 540 783,11
Profit or (loss) brought forward (10 439 001,69) (9 501 103,34)
Profit or (loss) for the financial year (1 006 423,36) (937 898,35)
Total capital and reserves 69 545 469,26 70 551 892,62
Non subordinated debts 7
Amounts owed to credit institutions
becoming due and payable within one year
becoming due and payable after more than
42 571 017,70 32 306 489,23
one year 3 500 000,00 10 500 000,00
Trade creditors
becoming due and payable within one year
335 855,79 299 758,08
Tax and social security debts
Tax debts
56 658,55 47 425,21
Other creditors
becoming due and payable within one year
166 758,30 120 259,56
Total non subordinated debts 46 630 290,34 43 273 932,08
TOTAL LIABILITIES 116 175 759,60 113 825 824,70

Viktor Vyshnevetskyy, Director A Arthur David Johnson, Director A

Pavlo Moiseyenko, Director A Diyor Yakubov, Director B

Oleksandr Reznyk, Director A

PROFIT AND LOSS ACCOUNT
For the period
Notes from 1 Jul 2017
to 30 Jun 2018
from 1 Jul 2016
to 30 Jun 2017
(expressed in US Dollar)
CHARGES
Other external charges 74 353,42 104 903,06
Other operating charges 9 25 000,00 25 000,00
Interest and other financial charges
other interest and similar financial charges
Total interest and other financial charges
3 264 528,47
3 264 528,47
3 347 790,03
3 347 790,03
Income tax 10 - -
Other taxes not included in the previous caption 4 535,21 4 914,51
TOTAL CHARGES 3 368 417,10 3 482 607,60
INCOME
Other operating income
Other interest and other financial income
derived from affiliated undertakings
other interest and similar financial income
Total interest and other financial income
2 348 637,24
13 356,50
2 361 993,74
2 445 115,63
99 593,62
2 544 709,25
TOTAL INCOME 2 361 993,74 2 544 709,25
Loss for the financial year 1 006 423,36 937 898,35
Viktor Vyshnevetskyy, Director A Arthur David Johnson, Director A
Pavlo Moiseyenko, Director A Diyor Yakubov, Director B

Oleksandr Reznyk, Director A

1 General information

Coal Energy S.A. (hereafter the "Company") was incorporated on 17 June 2010 and organised under the laws of Luxembourg as a Société anonyme for an unlimited period.

The registered office of the Company is established in Luxembourg, 205, route d`Arlon L-1150 Luxembourg and the Company number with the Registre de Commerce is B 154144. The financial year of the Company starts on 1 July and ends on 30 June of each year.

The purpose of the Company is the holding of participations, in any form whatsoever, in Luxembourg and foreign companies and any other form of investment, the acquisition by purchase, subscription or in any other manner as well as the transfer by sale, exchange or otherwise of securities of any kind and the administration, control and development of its portfolio.

The Company may further guarantee, grant loans or otherwise assist the companies in which it holds a direct or indirect interest or which form part of the same group of companies as the Company.

The Company also prepares consolidated financial statements, which are published according to the Luxembourg legal requirements.

2 Summary of significant accounting policies

Basis of preparation

The annual accounts of the Company are prepared in accordance with Luxembourg legal and regulatory requirements. Accounting policies and valuation rules follow the historical cost convention and are, besides the ones laid down by the law, determined and applied by the Board of Directors.

Financial fixed assets

Shares in affiliated undertakings and participating interests are valued at purchase price including the expenses incidental thereto.

Loans to affiliated undertakings, participating interests and other loans are valued at nominal value including the expenses incidental thereto.

In case of a durable depreciation in value according to the opinion of the Board of Directors, value adjustments are made in respect of fixed assets, so that they are valued at the lower figure to be attributed to them at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

Debtors

Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

Prepayments and accrued income

This asset item includes expenditures incurred during the financial period but relating to a subsequent financial period.

Provisions

Provisions are intended to cover losses or debts of which the nature is clearly defined and which, at the date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or as to the date on which they will arise.

Provisions may also be created in order to cover charges which have their origin in the financial period under review or in a previous financial period, the nature of which is clearly defined and which at the date of the balance sheet are either likely to be incurred or certain to be incurred but uncertain as to their amount or as to the date on which they will arise.

Accruals and deferred income

This liability item includes income received during the financial period but relating to a subsequent financial period.

Value adjustments

Value adjustments are deducted directly from the related asset.

Foreign currency translation

The Company maintains its accounts in US Dollar ("USD"). Transactions expressed in currencies other than USD are translated into USD at the exchange rate effective at the time of the transaction.

Formation expenses and fixed assets expressed in currencies other than USD are translated into USD at the exchange rate effective at the time of the transaction. At the balance sheet date, these assets remain translated at historical exchange rates.

Cash at bank and all items subject to fair value valuation are translated at the exchange rate effective at the balance sheet date. Exchange losses and gains are recorded in the profit and loss account of the period.

Other assets and liabilities are translated separately respectively at the lower or at the higher of the value converted at the historical exchange rate or the value determined on the basis of the exchange rates effective at the balance sheet date. The unrealised exchange losses are recorded in the profit and loss account. The realised exchange gains are recorded in the profit and loss account at the moment of their realisation. Consequently, only realised exchange gains and losses and unrealised exchange losses are reflected in the profit and loss account.

Where there is an economic link between an asset and a liability, these are valued in total according to the method described above and only the net unrealised loss is recorded in the profit and loss account.

Going concern

The annual accounts are prepared on a going concern basis even though the accumulated losses exceed 75% of the corporate capital of the Company. As a result the Company is depending on the ongoing financial support of the group.

Coal Energy S.A. Notes to the unaudited annual accounts For the year beginning 1 July 2017 and ending 30 June 2018 (expressed in US Dollar)

3 Financial fixed assets

4

5

Financial fixed assets held at cost less impairment - Gross book Additions Disposals Transfers Gross book value -
movements gross book value value - opening closing balance
balance
Shares in affiliated undertakings 72 006 905,28 - - - 72 006 905,28
Amounts owed by affiliated undertakings 34 957 456,54 - - - 34 957 456,54
Total 106 964 361,82 - - - 106 964 361,82
Financial fixed assets held at cost less impairment - Net book value - Additions Disposals Transfers Net book value -
movements net book value opening balance closing balance
Shares in affiliated undertakings 72 006 905,28 - - - 72 006 905,28
Amounts owed by affiliated undertakings 34 957 456,54 - - - 34 957 456,54
Total 106 964 361,82 - - - 106 964 361,82
Undertakings in which the Company holds at least 20% in their share capital or in which it is a general partner are as follows:
Date of last non Net equity in last Net result in last non
Registered approved non approved approved accounts
Name Office
Ownership %
Net Value accounts accounts (loss)
Nertera Investments Limited
Cyprus
100% 72 006 905,28 `31 Dec 2016 66 302 339,00 (2 410 273,00)
Loans to affiliated undertakings Amount Interest
Counterparty Currency Amount USD rate Maturity date
Nertera Investments Limited USD 2 217 083,08 2 217 083,08 4,50% Nov 2021
Nertera Investments Limited USD 32 740 373,46 32 740 373,46 Libor 6m + 5.85% Jun 2020
Total 34 957 456,54
Debtors
Debtors Within one year More than one 30 Jun 2018 30 Jun 2017
year
Amounts owed by affiliated undertakings 9 195 348,83 - 9 195 348,83 6 846 711,59
Other receivables 15 243,95 - 15 243,95 14 018,39
Total 9 210 592,78 - 9 210 592,78 6 860 729,98
Interest Maturity
Accrued interest receivable from affiliated undertakings
Counterparty
Currency Amount
USD
rate date
Accruals loan interest to Nertera Investments Limited USD 452 486,39 4,50% N/A
Accruals loan interest to Nertera Investments Limited USD 8 742 862,44 Libor 6m + 5.85% N/A
Total 9 195 348,83
Prepayments and accrued income
Prepayments and accrued income 30 Jun 2018 30 Jun 2017
- -
Total - -

6 Capital and reserves

Movements in capital and reserves Balance as at 30
June 2017
Allocation of
preceding year
result
Other movements Net result for
current year
Balance as at 30
Jun 2018
Subscribed capital 450 111,20 - - - 450 111,20
Share premium and similar premiums 80 540 783,11 - - - 80 540 783,11
Profit or (loss) brought forward (9 501 103,34) (937 898,35) - - (10 439 001,69)
Profit or (loss) for the financial year (937 898,35) 937 898,35 - (1 006 423,36) (1 006 423,36)
Total 70 551 892,62 - - (1 006 423,36) 69 545 469,26

The subscribed capital amounts to USD 450,111.20 and is divided into 45,011,120 shares with a nominal value of USD 0.01 fully paid up at 30 June 2018.

The Company shares were admitted to trading on Warsaw Stock Exchange on 4 August 2011. The offer price for one share was established at PLN 20.00 and the final number of the offer shares was 11,252,780.00.

Legal reserve

The Company is required to allocate a minimum of 5% of its annual net profit to a legal reserve, after deducting any cumulated losses, until this reserve equals 10% of the nominal value of the subscribed share capital. This reserve may not be distributed in the form of cash dividends, or otherwise, during the life of the Company.

7 Non subordinated debts

Creditors by category Within one year More than one
year 30 Jun 2018 30 Jun 2017
Amounts owed to credit institutions 42 571 017,70 3 500 000,00 46 071 017,70 42 806 489,23
Trade creditors 335 855,79 - 335 855,79 299 758,08
Tax and social security debts 56 658,55 - 56 658,55 47 425,21
Other creditors 166 758,30 - 166 758,30 120 259,56
Total 43 130 290,34 3 500 000,00 46 630 290,34 43 273 932,08
Amounts owed to credit institutions Within one year More than one
year 30 Jun 2018 30 Jun 2017
Accrued interest - European Bank for Reconstruction
and Development 11 071 017,70 - 11 071 017,70 7 806 489,23
Loan - European Bank for Reconstruction and
Development 31 500 000,00 3 500 000,00 35 000 000,00 35 000 000,00
Total 42 571 017,70 3 500 000,00 46 071 017,70 42 806 489,23
Amounts owed to credit institutions
Becoming due and payable after more than one year Currency 30 Jun 2018 Interest rate
Loan - European Bank for Reconstruction and Development USD 3 500 000,00 6m LIBOR + 5.85%
Total 3 500 000,00
Other creditors Wtihin one year More than one
year 30 Jun 2018 30 Jun 2017
A.D. Johnson 100 000,00 - 100 000,00 75 000,00
M.Vishnevetskaya 5 489,20 - 5 489,20 5 367,40
V.Vishnevetskiyy 6 306,21 - 6 306,21 6 166,28
Other creditors 54 962,89 - 54 962,89 33 725,88
Total 166 758,30 - 166 758,30 120 259,56

8 Staff costs

During the year under review, the Company did not employ any staff and, consequently no payments for wages, salaries or social security were made (2017: nil).

9 Other operating charges

Other operating charges 30 Jun 2018 30 Jun 2017
Director's fees 25 000,00 25 000,00
Total 25 000,00 25 000,00

10 Income tax

The Company is subject to normal taxation under Luxembourg tax regulations.

The tax position until 2018 has been assessed by the Luxembourg tax authorities on the basis of a provisional tax assessment and may still be subject to a review by the authorities within five years following the date of the provisional tax assessment. The issuance of a final tax assessment could result in additional tax payable/ receivable.

11 Off balance sheet commitments and transactions

On 14 March 2014 the Company entered into a surety agreement with OTP Bank to act as a guarantor for securing obligations of "Donantratsit" LLC under factoring agreement Nr FT 14-090/100-3 in an amount not exceeding UAH 39,200,000.00.

12 Related party transactions

There were no transactions with related parties (2017: nil).

13 Emoluments granted to the members of the managing and supervisory bodies and commitments in respect of retirement pensions for former members of those bodies

Remuneration granted to the members of the managing and supervisory bodies acting in that capacity and any commitments arising or contracted in respect of retirement pensions for former members of those bodies for the financial year are broken down:

Remuneration members of managing and supervisory
bodies 30 Jun 2018 30 Jun 2017
Managing bodies 25 000,00 25 000,00
Total 25 000,00 25 000,00

14 Advances and loans granted to the members of the managing and supervisory bodies

There are no advances, loans or commitments given on their behalf by way of guarantee of any kind granted to the members of the management and supervisory bodies during the financial year (2017: nil).

15 Subsequent events

Over 2018 FY, due to the escalation of the military unrests in the region of the Company's assets and headquarters, the Company's further development has remained uncertain, as well as the audit procedure for the annual accounts as at 30 June 2018 has been postponed until further notice.

Viktor Vyshnevetskyy, Director A Arthur David Johnson, Director A

Pavlo Moiseyenko, Director A Diyor Yakubov, Director B

Oleksandr Reznyk, Director A

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