Company registration number 11317999 (England and Wales)
COMPANY PETROMARUZ LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
COMPANY PETROMARUZ LIMITED
COMPANY INFORMATION
Director
Mr JM Gawrysiak
Company number
11317999
Registered office
3rd Floor
114A Cromwell Road
London
UK
SW7 4AG
Auditor
Bright Grahame Murray
Emperor's Gate
114a Cromwell Road
Kensington
London
UK
SW7 4AG
COMPANY PETROMARUZ LIMITED
CONTENTS
Page
Strategic report
1 - 7
Director's report
8 - 9
Independent auditor's report
10 - 12
Group statement of comprehensive income
13
Group statement of financial position
14 - 15
Parent company statement of financial position
16
Group statement of changes in equity
17
Parent company statement of changes in equity
18
Group statement of cash flows
19
Parent company statement of cash flows
20
Notes to the group financial statements
21 - 59
COMPANY PETROMARUZ LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The director presents the strategic report for the year ended 31 December 2024.
Business Model
The Group operates a diversified industrial platform in Uzbekistan with activities across oil and gas production and refining, agricultural cultivation and processing, textile manufacturing, and construction materials.
The Group’s business model is based on vertically integrated operations, combining raw material production (oil, gas and agricultural commodities) with downstream processing activities such as textile manufacturing, food processing and cement production. This integrated structure enables the Group to capture value across multiple stages of the supply chain
Key performance indicator
The company comprises 8 product divisions, and the directors believe that the primary financial performance indicators are those that assess the performance of each of these divisions. The revenue breakdown by divisions is as follows. Revenue declined during the year primarily due to reduced cotton production volumes and lower cement sales resulting from temporary supply chain disruptions and project delays. Oil and gas revenues remained broadly stable compared with the prior year.
Revenue analysed by class of business | | |
Sale of cotton and other agricultural products | | |
| | |
Sale of yarn, knitted products and apparel | | |
| | |
Sale of works and services | | |
| | |
| | |
Review of the business
During the year, the Group reported total revenue of UZS 1,115,426 million with the main revenue stream arising from cotton production and the sale of oil and gas of UZS 734,634 million. The group reported gross loss of UZS 1,367,433 million, whilst operating loss was UZS 871,705 million resulting in an operating margin of (78)%.
Planned EBITDA growth
The Group's trading subsidiaries, Petromaruz Uzbekistan LLC, Surxon Cotton Textile Cluster, Surkhancementinvest LLC, Granite Mining LLC, Bukhara Cotton Textile LLC, Bukhara Cotton Textile Cluster LLC, Tashkent Cotton Textile Cluster LLC, use EBITDA to measure performance. Planned EBITDA growth is expressed in average annual growth rates, calculated by compound interest method, for the first five years of the business plans used for impairment testing and has been calculated on the basis of past experience, taking into account the following assumptions:
According to the business plan, the sales volume projected for the first year was calculated using the growth rate that was observed in 2021. The expected annual sales growth rate taken into account in the cash flow forecast for 2025-2033 was calculated based on the average growth rates for the three years preceding 2024, that reflected expectations of a recovery in the economy by the end of 2027.
COMPANY PETROMARUZ LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Fair Review of the Business
PETROMARUZ UZBEKISTAN LLC
The Company is an enterprise implementing the project "Increase of oil production in the fields of Surkhandarya oil and gas bearing region and organization of cluster production of products with high added value based on deep processing of hydrocarbon raw materials".
The activity of this enterprise is focused on crude oil extraction, its primary processing and production of refined products.
SURXON COTTON TEXTILE CLUSTER LLC
The Foreign Enterprise, operating as a Limited Liability Company under the name "Surxon Cotton Textile Cluster" was founded in December 2020. The establishment and registration were completed on December 2, 2020, through the Center for Public Services in the Kizirik district of Surkhandarya province, with registration number No. 920244.
The main activities of the subsidiary include the cultivation, harvesting, and processing of cotton, wheat, rice, and other agricultural products.
SURHANCEMENTINVEST LLC
Surhancementinvest initiated the production of high-quality cement with the commencement of the first stage of the plant at the end of 2019, boasting a production capacity of 1,000 tons of clinker per day.
The company specializes in the production of high-quality cement, specifically under categories M400, M500, and M600, utilizing the 'dry' production method. The production process relies on the company's proprietary raw material base, encompassing three mining quarries:
Shurob Quarry: Specializing in limestone mining.
Derbent Quarry: Specializing in gypsum mining and located in the Baysun region.
Khaulag Quarry: Specializing in clay mining and situated in the Jarkurgan district of the Surkhandarya region.
GRANITE MINING LLC
The company maintained its focus on the production of crushed granite rocks derived from crushing granite screenings, granite washed with fractions, and a mixture of crushed stone and sand from granite. Additionally, the company rented out its specialized equipment for short durations. The operational activities have remained consistent since the company's inception in 2017. With the implementation of the ISO 9001:2015 international quality management system, the company consistently meets the increasing local demand for high-quality granite chips in Uzbekistan.
BUKHARA COTTON TEXTILE LLC
The initial stage of the project was commenced in 2019, leading to the production of cotton yarn. This initiative is an essential component of a comprehensive pilot investment program endorsed by a presidential decree in the Republic of Uzbekistan. The program outlines the establishment of an agro-industrial cluster focused on the extensive processing of cotton with minimal waste.
The subsidiary is a fully integrated textile company producing top quality products and maintaining a consistent reputation. Main activities involve processing of cotton fiber and production of cotton yarn, production of denim fabric and ready to wear jeans garments. The aim of the entity is the utilization of natural dyes (indigo fera) and the processing of organic cotton.
The cluster has secured international certifications, including OEKO TEX, GOTS (Global Organic Textile Standard), ISO 9001, 14001, 45001, and participation in the Better Cotton Initiative (BCI). The company has a proficient team of expatriates with global expertise working full-time in Bukhara.
Projected production capacity of the company is estimated at 8 thousand tons of yarns cotton fiber processing, 15 million meters of denim fabrics, 12 million ready-to-wear garments made of denim. The projections of expected sales indicate USD 178.3m when the full capacity is reached in the company’s production line.
COMPANY PETROMARUZ LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
BCT CLUSTER LLC
After the company's establishment and a fruitful initial harvest of raw cotton in 2018, the cotton processing plant was inaugurated in 2019. The entire output of cotton fiber was sold to Bukhara Cotton Textile LLC, while the cotton seed found buyers in cooking oil refinery factories.
The main activity of the enterprise is sowing and harvesting of cotton, wheat, rice, mung beans and vegetables. Company utilizes latest technologies and farming methods in order to maximize the output in a sustainable manner. The entity also has its own seed growing business.
The land area for cultivation and processing of agricultural products entails 8,000 hectares.
TASHKENT COTTON TEXTILE CLUSTER LLC
TCT Cluster is the largest inter-industry complex that unites several sectors of the economy aimed at the production and processing of agricultural raw materials, animal husbandry, fish farming, and obtaining finished products from these raw materials that are brought to the end consumer. As part of the above decree of the Government of the Republic of Uzbekistan, 35.4 thousand hectares of irrigated lands were allocated to agro-industrial enterprises that are part of Tashkent cotton textile cluster LLC in the Kuyichirchik district on the right of permanent possession and use.
In 2022, TCT Cluster LLC completed the construction of the 1st stage of another new large project – Tashkent Cotton Textile LLC - under The Group's structure worth 123.9 million US dollars in the Tashkent region. The project involves a fully integrated plant focused on the production of cotton yarn and textiles using its own raw materials of The Group’s other agricultural enterprises. Production capacity of the project:
yarns cotton fiber processing 33.2 thousand tons (Stage 1);
production 20 6 thousand tons knitted fabric (Stage 2);
production 34.6 thousand tons dyeing cotton fiber yarns and fabric (Stage 3);
production of ready to wear garments 65.0 million pieces (Stage 4).
The projections of total expected sales indicate USD 210 million, and the proportion of planned export sales accounted for USD 147 million out of the total sales.
Market Overview
In 2024, the economy of Uzbekistan continued to demonstrate stable growth supported by structural reforms, expanding domestic demand and increasing investment activity. According to international financial institutions, Uzbekistan’s GDP growth in 2024 was estimated at around 5.7–6.2%, placing the country among the fastest-growing economies in Central Asia.
The country’s gross domestic product exceeded USD 121 billion in 2024, reflecting the ongoing expansion of industry, services, construction and agriculture.
The national economy continues to exhibit features typical of emerging markets, with sectors such as agriculture, food processing, textiles and construction materials demonstrating strong development potential. At the same time, the energy sector remains an important component of the national economy and contributes significantly to economic activity and export revenues.
The Group is proud to contribute to Uzbekistan’s economic development through its core operations, including the sale of oil and gas products as well as the preparation and processing of agricultural products.
Despite strong growth dynamics, the business environment in Uzbekistan continues to be shaped by evolving economic, regulatory and institutional frameworks typical of developing economies. Tax, currency and customs regulations remain subject to periodic amendments and interpretation changes.
In recent years, the country has implemented a series of structural reforms aimed at liberalizing the economy, improving the investment climate and enhancing private sector participation. These reforms have included the removal of several foreign exchange restrictions, improvements in business regulation and ongoing efforts to integrate the country into global trade systems.
These initiatives are expected to support continued economic growth, attract foreign investment and promote sustainable development across key industries.
COMPANY PETROMARUZ LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Impact of Legislation and Economic Conditions
The Group’s operations are influenced by the legislative and macroeconomic environment in which it operates. Compliance with local regulations and international standards remains a fundamental component of the Group’s operational framework.
The ongoing economic reforms in Uzbekistan, together with improvements in regulatory transparency and business conditions, have created additional opportunities for business development and investment. Continuous communication with regulatory authorities allows the Group to maintain compliance and effectively manage potential regulatory changes.
Strategic Objectives
The Group’s long-term strategy focuses on sustainable growth and operational efficiency across its key business segments.
Diversification: The Group continues to explore opportunities to expand value-added production within the oil and gas, agriculture, food processing, textile and construction materials sectors. Expanding the product portfolio and strengthening vertically integrated operations will allow the Group to contribute to Uzbekistan’s broader economic diversification strategy.
Operational Excellence: Improving operational efficiency remains a core strategic priority. The Group aims to optimize production processes, enhance cost efficiency and increase productivity across its business segments including energy, agricultural processing and manufacturing activities.
Sustainability: The Group is committed to implementing environmentally responsible practices across its operations. Sustainable initiatives include improvements in energy efficiency, responsible use of natural resources and environmentally friendly agricultural practices such as greenhouse development and tree planting initiatives.
Significant Risks and Factors of Uncertainty
The Group acknowledges and actively manages several significant risks and factors of uncertainty, including but not limited to:
Geopolitical Risks: Regional geopolitical developments may affect trade flows, energy markets and economic stability. Water scarcity and climate conditions may also pose challenges to agricultural production.
Commodity Price Volatility: Fluctuations in international oil and gas prices may affect revenue and profitability.
Technological Disruptions: Rapid technological developments may require continuous investment in modern production technologies and operational systems.
Environmental Regulations: Increasing environmental requirements may require additional investments to ensure compliance.
Global Economic Conditions: Changes in global economic activity may influence energy demand, commodity markets and investment flows.
Risk Management
The Group is vigilant in managing various risks to ensure sustainable growth and protect shareholder value. Three key areas of focus are:
Credit Risk: The Group evaluates credit exposure in relation to counterparties and trade receivables. Creditworthiness assessments and monitoring procedures are implemented to minimize potential losses from default.
Liquidity Risk: Liquidity management policies are designed to ensure that sufficient financial resources are available to meet operational and financial obligations.
Market Risk: The Group is exposed to market risks including fluctuations in commodity prices and interest rates. Risk mitigation strategies are implemented to reduce the potential impact of adverse market movements.
COMPANY PETROMARUZ LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
Corporate Social Responsibility (CSR)
The Group actively contributes to the social and economic development of local communities. CSR initiatives include support for educational programs, environmental projects and cooperation with government initiatives aimed at sustainable economic development.
Environmental activities within the Group’s agricultural operations include greenhouse development projects and large-scale tree planting initiatives, supporting environmental sustainability and climate resilience.
Innovation and Technology
The Group continues to invest in modern technologies aimed at improving productivity and operational efficiency across its business activities.
Technological solutions such as digital process management, automation and modern agricultural equipment are being implemented to optimize production processes. For example, the introduction of drip irrigation systems and modern agricultural machinery contributes to increased agricultural productivity and resource efficiency.
In manufacturing and processing industries, the adoption of advanced technologies enhances product quality and strengthens the Group’s competitiveness in both domestic and international markets.
Governance
The Group operates in accordance with internationally recognized corporate governance principles while complying with the regulatory framework of Uzbekistan. Governance practices are designed to ensure transparency, accountability and effective management oversight.
Outlook and Future Plans
The Group remains committed to contributing to the long-term development of Uzbekistan’s key economic sectors. The primary focus will remain on the sale of oil and gas products and the development of agricultural processing activities.
As Uzbekistan’s textile and manufacturing sectors continue to expand, the Group intends to strengthen its supply of raw materials and processed products in order to support industry growth and establish long-term partnerships.
In the coming years, the Group will continue aligning its strategy with national economic priorities, focusing on increasing operational efficiency, expanding production capacity and strengthening cooperation with domestic and international partners.
Development
Uzbekistan’s growing population and rising consumer demand create favorable conditions for further expansion in agriculture, food processing and related industries.
In response to these market opportunities, the Group plans to increase capital investments aimed at expanding production capacity and improving operational efficiency.
Strategic investments will focus on increasing refining and distribution capacity within the energy sector, expanding agricultural processing capabilities and modernizing production facilities across food processing and manufacturing segments.
Through these initiatives, the Group aims to strengthen its market position while contributing to the continued economic development and diversification of Uzbekistan.
COMPANY PETROMARUZ LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
Statement by the Director in performance of their statutory duties in accordance with s 172(1) Companies Act 2006
The Directors of Company Petromaruz Limited consider that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s 1 72 (1) (a-f) of the Companies Act 2006) in the decisions taken during the year ended 31st December 2024.
Our People
The Directors acknowledge that our employees are fundamental to the success of Group. We are committed to fostering a supportive and inclusive work environment that promotes personal development, well-being, and engagement. Throughout the year, we have introduced various training programs aimed at improving employees' skills and preparing them for future leadership roles within the company. We also ensure fair pay, benefits, and a commitment to diversity and inclusion in all areas of our operations.
We take a proactive approach to ensuring that employees' voices are heard, with regular feedback sessions and open communication channels, and the Directors have considered these factors when making key decisions regarding employee welfare, retention, and development.
Business Relationships
The Directors recognize the importance of nurturing long-term relationships with our business partners, suppliers, and customers. In the past year, we have taken steps to strengthen our supply chain by ensuring ethical sourcing practices, fair working conditions, and transparent business dealings. The Directors have also focused on developing strong partnerships with key suppliers to ensure mutual growth and stability.
In line with our strategic objectives, we have prioritized customer satisfaction and loyalty by investing in new product lines, enhancing our customer service capabilities, and maintaining transparent communication with all stakeholders. Our decision-making is guided by the long-term benefits of maintaining these strong, mutually beneficial relationships.
Community, Environment and Reputation
The Directors are deeply committed to corporate responsibility and have considered the impact of the company's operations on the community and the environment. Throughout the year, we have worked to strengthen our presence within the communities where we operate by supporting local initiatives, such as education programs, charitable contributions, and community development projects.
Environmentally, we have made substantial progress in reducing our carbon footprint by embracing renewable energy, optimizing resource usage, and improving waste management practices. We continue to explore new avenues for sustainability, focusing on minimizing environmental impact while improving operational efficiency.
Our reputation for ethical business conduct remains a key priority. The Directors are committed to maintaining high standards of transparency, integrity, and accountability in every aspect of our operations. We believe that by acting responsibly towards the environment and the community, we can build a reputation that reflects our values and enhances the long-term success of the company.
Capital Allocation and Long-Term Decisions
Quarterly the director reviews the financial budgets, resource plans and investment decisions. In making decisions concerning the business plan and future strategy, the director has regard to a variety of matters including the interests of stakeholders, long term consequences of our capital allocation (such expenditure needed to ensure our long- term viability whilst maintaining adequate liquidity), and reputation.
Decisions on the level of dividend take into account the general profitability, liquidity and funding needs of the company.
COMPANY PETROMARUZ LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
1 May 2026
COMPANY PETROMARUZ LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
The director presents his annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the group is oil refining and production of petroleum products, harvesting and processing agricultural products, food processing, textiles and construction materials.
Results and dividends
The results for the year are set out on page 13
No ordinary dividends were paid. The directors do not recommend payment of a further dividend
Director
The director who held office during the year and up to the date of signature of the financial statements was as follows:
Mr JM Gawrysiak
Mr M Rakhmatov
(Resigned 5 September 2024)
Supplier payment policy
The group's current policy concerning the payment of trade creditors is to:
settle the terms of payment with suppliers when agreeing the terms of each transaction;
ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and
pay in accordance with the group's contractual and other legal obligations.
Disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company's continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Employee involvement
The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information of matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the group's performance.
Business relationships
We value our relationships with our suppliers and customers and many of our relationships span years. We employ robust "know your customer" and "know your supplier" processes across our operations, and we are typically cautious when entering into new relationships.
Auditor
Bright Grahame Murray were appointed as auditor and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
COMPANY PETROMARUZ LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
Energy and carbon report
As the elements of the group operating in the UK have not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
Statement of director's responsibilities
The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, International Accounting Standard 1 requires that directors:
properly select and apply accounting policies;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and
make an assessment of the company's ability to continue as a going concern.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
Each director in office at the date of approval of this annual report confirms that:
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and
the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
On behalf of the board
1 May 2026
COMPANY PETROMARUZ LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COMPANY PETROMARUZ LIMITED
- 10 -
We were engaged to audit the financial statements of Company Petromaruz Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group and parent company statement of financial position, the group and parent company statement of changes in equity, the group and parent company statement of cash flows and the group and parent company notes to the financial statements, including significant accounting policies.
The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and UK adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and UK adopted international accounting standards
We do not express an opinion on the accompanying financial statements of the Group. Because of the significance of the matters described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
Basis for disclaimer of opinion
1. During the audit of Tashkent Cotton Textile Cluster and Surxon Cotton Textile Cluster, a component auditor was not provided with access to source documents, contract and other information necessary to obtain sufficient appropriate audit evidence to support the amounts disclosed in the financial statements
Because they did not obtain sufficient appropriate audit evidence of most financial statements area, they were unable to determine whether any adjustment to the 2024 financial statements are required. The components represent 38% of the groups revenue and 37% of net assets. As a result, we are unable to confirm the amounts included in these consolidated financial statements.
2. The component auditors were appointed as auditors of the components after December 31, 2024 and thus did not observe the process of physical inventories and property, plant and equipment verification at the end of the year. We were unable to satisfy ourselves by alternative procedures concerning the inventory and property, plant and equipment stocks held as at December 31, 2024 which are stated in the statement of financial position at the amount of 370,530,951 thousand UZS and 2,188,298,016 thousand UZS. As a result, we were unable to determine whether there is a need to make adjustments to recorded or unrecorded assets.
Opinions on other matters prescribed by the Companies Act 2006
Because of the significance of the matter described in the Basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of our audit:
the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the director's report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the strategic report or the director's report.
Arsing from the limitation of our work referred to above:
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of director's remuneration specified by law are not made.
COMPANY PETROMARUZ LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COMPANY PETROMARUZ LIMITED
- 11 -
Responsibilities of director
As explained more fully in the director's responsibilities statement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the director is responsible for assessing the parent company'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 the director either intends to liquidate the parent company or to cease operations, or has no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our responsibility is to conduct an audit of the group's financial statements in accordance with International Standard on Auditing (UK) and to issue an auditors report.
However, because of the matter described in the basis for disclaimer of opinion section, we have not be able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the financial statements;
We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Extent to which the audit was considered capable of detecting irregularities, including fraud
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
In identifying and addressing risks of material misstatement in respect of irregularities, including fraud and non- compliance with laws and regulations, our procedures included the following:
- We obtained an understanding of laws and regulations that affect the company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws and regulations that we identified included the UK Companies Act, tax legislation, employment legislation and health and safety.
- We enquired of the directors, reviewed correspondence with HMRC and reviewed directors meeting minutes for evidence of non-compliance with relevant laws and regulations. We also reviewed controls the directors have in place to ensure compliance.
- We gained an understanding of the controls that the directors have in place to prevent and detect fraud. We enquired of the directors about any incidences of fraud that had taken place during the accounting period.
- The risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit team and tests were planned and performed to address these risks. We identified the potential for fraud in the following areas: revenue recognition, related parties outside normal course of business and management override.
- We reviewed financial statements disclosures and tested to supporting documentation to assess compliance with relevant laws and regulations discussed above.
- We enquired of the directors about actual and potential litigation and claims.
- We performed analytical procedures to identify any unusual or unexpected relationships that might indicate risks of material misstatement due to fraud.
- In addressing the risk of fraud due to management override of internal controls, we tested the appropriateness of journal entries and assessed whether the judgements made in making accounting estimates were indicative of a potential bias.
Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non- detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations.
COMPANY PETROMARUZ LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COMPANY PETROMARUZ LIMITED
- 12 -
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to him in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Ahsan Miraj (Senior Statutory Auditor)
For and on behalf of Bright Grahame Murray
11 May 2026
Chartered Accountants
Statutory Auditor
Emperor's Gate
114a Cromwell Road
Kensington
London
UK
SW7 4AG
COMPANY PETROMARUZ LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
2024
2023
Notes
UZS'000
USZ'000
Revenue
4
1,115,425,373
1,445,800,949
Cost of sales
(1,438,376,357)
(1,336,735,274)
Gross (loss)/profit
(322,950,984)
109,065,675
Other operating income
1,313,242
354,187,343
Distribution costs
(236,926,199)
(15,390,173)
Administrative expenses
(314,541,362)
(494,995,135)
Operating loss
5
(873,105,303)
(47,132,290)
Investment revenues
8
963,140
66,318,964
Finance costs
9
(514,130,621)
(579,656,394)
Other gains and losses
10
18,839,821
Loss before taxation
(1,367,432,963)
(560,469,720)
Income tax expense
11
(2,013,573)
(45,239,646)
Loss and total comprehensive income for the year
(1,369,446,536)
(605,709,366)
Loss for the financial year is attributable to:
- Owners of the parent company
(1,363,251,705)
(597,586,186)
- Non-controlling interests
(6,194,831)
(8,123,180)
(1,369,446,536)
(605,709,366)
Total comprehensive loss for the year is attributable to:
- Owners of the parent company
(1,363,251,705)
(597,586,186)
- Non-controlling interests
(6,194,831)
(8,123,180)
(1,369,446,536)
(605,709,366)
COMPANY PETROMARUZ LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 14 -
2024
2023
Notes
UZS'000
USZ'000
Non-current assets
Goodwill
12
17,756,737
17,756,737
Intangible assets
12
7,864
Property, plant and equipment
13
2,188,298,016
2,464,316,625
Investment property
14
87,995
91,303
Investments
15
13,849
Other receivables
20
409,678
2,353,650
Deferred tax asset
31
20,106,985
5,273,533
2,226,673,260
2,489,799,712
Current assets
Inventories
18
370,530,951
679,316,838
Investments
15
8,435,457
9,765,194
Biological assets
19
173,232,985
92,423,744
Trade and other receivables
20
338,165,941
110,671,760
Current tax recoverable
17,893,463
Cash and cash equivalents
11,339,696
4,732,945
919,598,493
896,910,481
Current liabilities
Trade and other payables
28
2,097,807,599
441,137,971
Current tax liabilities
4,892,292
157,650,012
Borrowings
23
3,125,366,104
1,720,697,964
Lease liabilities
30
17,044,864
10,118,885
Deferred revenue
32
89,829,274
89,659,754
5,334,940,133
2,419,264,586
Net current liabilities
(4,415,341,640)
(1,522,354,105)
Non-current liabilities
Trade and other payables
28
61,674,509
Borrowings
23
1,685,182,996
3,415,574,170
Deferred tax liabilities
31
17,340,510
7,634,194
1,702,523,506
3,484,882,873
Net liabilities
(3,891,191,886)
(2,517,437,266)
COMPANY PETROMARUZ LIMITED
GROUP STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
2024
2023
Notes
UZS'000
USZ'000
- 15 -
Equity
Called up share capital
33
945
945
Other reserve
34
28,017
28,017
Merger reserve
35
949
949
Retained earnings
(3,854,548,523)
(2,486,988,734)
Equity attributable to owners of the parent company
(3,854,518,612)
(2,486,958,823)
Non-controlling interests
(36,673,274)
(30,478,443)
Total equity
(3,891,191,886)
(2,517,437,266)
The financial statements were approved by the board of directors and authorised for issue on 1 May 2026 and are signed on its behalf by:
Director
Company registration number 11317999 (England and Wales)
COMPANY PETROMARUZ LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 2024
- 16 -
2024
2023
Notes
UZS '000
UZS '000
Non-current assets
Investments
16
401,469,482
370,246,243
Current assets
Trade and other receivables
22
5,437,096
22,235,659
Current liabilities
Trade and other payables
29
5,177,112
4,708,294
Borrowings
24
20,226,436
19,243,905
25,403,548
23,952,199
Net current liabilities
(19,966,452)
(1,716,540)
Net assets
381,503,030
368,529,703
Equity
Called up share capital
945
945
Retained earnings
381,502,085
368,528,758
Total equity
381,503,030
368,529,703
As permitted by trues408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the year was UZS 12,973,327 thousand (2023 - UZS 190,643,199 thousand profit).
The financial statements were approved by the board of directors and authorised for issue on 1 May 2026 and are signed on its behalf by:
Director
Company registration number 11317999 (England and Wales)
COMPANY PETROMARUZ LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
Share capital
Other reserve
Merger reserve
Retained earnings
Total
Non-controlling interest
Total
UZS'000
UZS'000
UZS'000
UZS'000
UZS'000
UZS'000
UZS'000
Balance at 1 January 2023
(945)
(28,017)
(949)
1,424,512,871
1,424,482,960
211,547,170
1,636,030,130
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
-
597,586,186
597,586,186
8,123,180
605,709,366
Transactions with owners:
Acquisition of subsidiary
-
-
-
-
-
(189,191,907)
(189,191,907)
Other movements
-
-
-
464,889,677
464,889,677
-
464,889,677
Balance at 31 December 2023
(945)
(28,017)
(949)
2,486,988,734
2,486,958,823
30,478,443
2,517,437,266
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
1,363,251,705
1,363,251,705
6,194,831
1,369,446,536
Transactions with owners:
Acquisition of subsidiary
-
-
-
4,308,084
4,308,084
-
4,308,084
Balance at 31 December 2024
(945)
(28,017)
(949)
3,854,548,523
3,854,518,612
36,673,274
3,891,191,886
COMPANY PETROMARUZ LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
Share capital
Retained earnings
Total
UZS '000
UZS '000
UZS '000
Balance at 1 January 2023
945
177,885,559
177,886,504
Year ended 31 December 2023:
Profit and total comprehensive income
-
190,643,199
190,643,199
Balance at 31 December 2023
945
368,528,758
368,529,703
Year ended 31 December 2024:
Profit and total comprehensive income
-
12,973,327
12,973,327
Balance at 31 December 2024
945
381,502,085
381,503,030
COMPANY PETROMARUZ LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
2024
2023
Notes
UZS'000
UZS'000
USZ'000
USZ'000
Cash flows from operating activities
Cash generated from/(absorbed by) operations
40
1,054,955,431
(416,088,384)
Interest paid
(514,130,621)
(579,656,394)
Income taxes (paid)/refunded
(175,778,319)
83,768,931
Net cash inflow/(outflow) from operating activities
365,046,491
(911,975,847)
Investing activities
Purchase of property, plant and equipment
(1,267,165,647)
(481,213,715)
Proceeds from disposal of property, plant and equipment
1,226,570,363
98,223,610
Proceeds from disposal of investment property
3,308
3,308
Purchase of unincorporated business
(13,849)
-
Interest received
963,140
66,318,964
Net cash used in investing activities
(39,642,685)
(316,667,833)
Financing activities
Issue of bank loans
(325,723,034)
1,218,688,306
Payment of lease liabilities
6,925,979
(1,074,292)
Net cash (used in)/generated from financing activities
(318,797,055)
1,217,614,014
Net increase/(decrease) in cash and cash equivalents
6,606,751
(11,029,666)
Cash and cash equivalents at beginning of year
4,732,945
15,762,611
Cash and cash equivalents at end of year
11,339,696
4,732,945
COMPANY PETROMARUZ LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
2024
2023
Notes
UZS '000
UZS '000
UZS '000
UZS '000
Cash flows from operating activities
Net cash inflow from operating activities
-
-
Net increase in cash and cash equivalents
-
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
During the year, there were material non-cash transactions. The Company had a dividend receivable of UZS 306,000,000 thousand which was in turn partly waived as part of a intra group debt restructuring of UZS 275,271,243 thousand. The company also incurred WHT of UZS 30,600,000 thousand on these dividends which has been settled by the subsidiary. Overall the company received no cash in the year and the company spent no cash.
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
1
Accounting policies
Company information
Company Petromaruz Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, 114a Cromwell Road, London, SW7 4AG. The company's principal activities and nature of its operations are disclosed in the director's report.
The group consists of Company Petromaruz Limited and all of its subsidiaries.
Impact of the Russian-Ukrainian military conflict
The Russian-Ukrainian armed conflict and sanctions imposed by the United States and the European Union
against the Russian Federation (RF) affect the Group's activities in terms of foreign exchange payments,
additional information is required as part of the application of sanctions imposed against the Russian
Federation, which leads to a delay in payments and delivery of goods.
1.1
Accounting convention
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
The financial statements are prepared in Uzbekistani som (UZS), which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest UZS'000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Business combinations
The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.
The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.
Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Company Petromaruz Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
Merger Accounting
The Group financial statements consolidate the financial statements of Company Petromaruz Limited and its subsidiary undertakings. The Company acquired the trade, assets and liabilities of Paraglide Limited and it's subsidiaries for £1 on 31 December 2023 via a hive up.
The Directors note that transactions under common control are outside the scope of IFRS 3 and that there is no guidance elsewhere in IFRS covering such transactions. IFRS contain specific guidance to be followed where a transaction falls outside the scope of IFRS. This guidance is included at paragraphs 10 to 12 of IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”. This requires, inter alia, that where IFRS does not include guidance for a particular issue, the Directors may also consider the most recent pronouncements of other standard-setting bodies that use a similar conceptual framework to develop accounting standards.
In this regard, the acquisition was accounted for using the merger accounting principles under FRS102 as the director believes that this was not a business combination under the scope of IFRS 3 and there was no international standard dealing with business combinations under IFRS 3. Under this method there is no requirement to fair value assets and liabilities of the acquired entities and hence no goodwill is created as the balances remain at book value. Consolidated financial statements in the year of acquisition included the profit and loss and cash flows for the entire year (pre and post merger) as if the subsidiary had always been part of the group. The aim was to show the combination as if it had always been combined.
1.4
Going concern
These financial statements are prepared on the going concern basis. The director has a reasonabletrue expectation that the group will continue in operational existence for the foreseeable future. However, the director is aware of certain material uncertainties which may cause doubt on the group's ability to continue as a going concern. The directors recognise that the group has net liabilities as at 31st December 2024, however this is due to the start up phase of the businesses and the forecasts show the companies should be profitable in the future. The group has also renegotiated its borrowing commitments on more favourable terms. These borrowing commitments have previously resulted in significant losses. In the foreseeable future the group intends to significantly increase its available production capacity followed by increased output and turnover and thus, improve the debt-equity ratio resulting in operational profits. On this basis along with the fact the group has access to shareholder support if required the director continues to adopt the going concern basis of accounting in preparing the financial statements.
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 23 -
1.5
Revenue
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The group recognises revenue when it transfers control of a product or service to a customer.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
The group recognises revenue from the following major sources:
The nature, timing of satisfaction of performance obligations and significant payment terms of the group's major sources of revenue are as follows:
1.6
Goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.
The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not subsequently reversed.
1.7
Intangible assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives.
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 24 -
1.8
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Oil and Gas assets
50 years straight line
Buildings and improvements
10-20 years straight line
Plant and equipment
10-20 years straight line
IT Equipment
10-20 years straight line
Motor vehicles
10 years straight line
Other assets
5 years straight line
Capital investments
None
Right of use assets
Straight line over life of lease
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.9
Investment property
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. The surplus or deficit on revaluation is recognised in profit or loss.
1.10
Non-current investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.11
Impairment of tangible and intangible assets
At each reporting end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 25 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
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 recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or 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 had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, 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.
1.12
Inventories
Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.
Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
1.13
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.14
Financial assets
Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 26 -
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Financial assets at fair value through other comprehensive income
Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the group’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.
The parent company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.
Impairment of financial assets
Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
Detail of impairment approach adopted for other specific asset groups.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.15
Financial liabilities
The group recognises financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 27 -
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.
1.16
Equity instruments
Equity instruments issued by the parent company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the company.
1.17
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 28 -
1.18
Provisions
Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event and it is probable that the group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
1.19
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.20
Leases
At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 29 -
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
When the group acts as a lessor, leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees, over the major part of the economic life of the asset. All other leases are classified as operating leases. If an arrangement contains lease and non-lease components, the group applies IFRS 15 to allocate the consideration in the contract. When the group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately, classifying the sub-lease with reference to the right-of-use asset arising from the head lease instead of the underlying asset.
1.21
Grants
Government grants are recognised when there is reasonable assurance that the grant conditions will be met and the grants will be received.
1.22
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
2
Adoption of new and revised standards and changes in accounting policies
In the current year, the Group has applied the following amendments to IFRS Accounting Standards issued by the International Accounting Standards Board (IASB) that are mandatorily effective for annual periods beginning on or after 1 January 2024. The adoption of these amendments has not had a material impact on the Group’s results, financial position or disclosures.
Classification of Liabilities as Current or Non‑current (Amendments to IAS 1)
Non‑current Liabilities with Covenants (Amendments to IAS 1)
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
In addition, the Group continues to apply the amendments to IAS 12 – International Tax Reform (Pillar Two Model Rules), which became effective for annual periods beginning on or after 1 January 2023 and remain applicable to the current year.
Amendments to IAS 1 – Classification of Liabilities as Current or Non‑current and Non‑current Liabilities with Covenants
The amendments clarify that the classification of liabilities as current or non‑current is determined by whether the Group has a right to defer settlement for at least twelve months after the reporting date, which must exist and have substance at that date.
The amendments relating to non‑current liabilities with covenants further clarify that only covenants which an entity is required to comply with on or before the reporting date affect the classification of a liability. Covenants to be tested after the reporting date do not affect classification but require additional disclosures.
The application of these amendments has not resulted in any reclassification of the Group’s liabilities.
Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback
The amendments specify how lease liabilities arising from sale and leaseback transactions are subsequently measured. The seller‑lessee is required to determine lease payments, or revised lease payments, so that no gain or loss is recognised in relation to the right of use retained.
The Group did not enter into any sale and leaseback transactions during the year. Accordingly, these amendments had no impact on the consolidated financial statements.
Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements
The amendments introduce additional disclosure requirements to improve transparency over supplier finance arrangements, including information about their nature, terms and effects on liabilities, cash flows and liquidity risk.
The Group does not have any material supplier finance arrangements in place during the year, and therefore these amendments did not have a material impact on the disclosures in these financial statements.
Amendments to IAS 12 – International Tax Reform (Pillar Two Model Rules)
The amendments introduce a mandatory temporary exception from recognising and disclosing deferred tax assets and liabilities arising from the implementation of the OECD Pillar Two model rules, together with specific disclosure requirements.
The Group has assessed the impact of the Pillar Two legislation and does not expect it to give rise to a material current or deferred tax charge in the year. Accordingly, the application of these amendments has not had a material impact on the consolidated financial statements.
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Adoption of new and revised standards and changes in accounting policies
(Continued)
- 31 -
Standards issued but not yet effective
The following standards and amendments were issued by the IASB but are not yet effective for the year ended 31 December 2024 and have not been early adopted by the Group:
Lack of Exchangeability (Amendments to IAS 21) (effective 1 January 2025)
Contracts Referencing Nature‑dependent Electricity (Amendments to IFRS 9 and IFRS 7) (effective 1 January 2026)
Annual Improvements to IFRS Accounting Standards — Volume 11 (effective 1 January 2026)
IFRS 18 – Presentation and Disclosure in Financial Statements (effective 1 January 2027)
IFRS 19 – Subsidiaries without Public Accountability: Disclosures (effective 1 January 2027)
The Directors do not expect that the adoption of these standards and amendments will have a material impact on the Group’s consolidated financial statements, based on the Group’s current operations and information available at the reporting date.
3
Critical accounting estimates and judgements
In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Critical judgements
Revenue recognition
Revenue is estimated on the basis of the reimbursement specified in the contract with the buyer. The company recognises revenue as control over the goods passes to the buyer.
Impairment of intangible and tangible fixed assets
Determining whether there are indicators of impairment of the Group's intangible and tangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.
Key sources of estimation uncertainty
Goodwill impairment
Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. The carrying value of the goodwill at 31st December 2024 is UZS 17,756,737 thousand.
Depreciation of tangible fixed assets
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on the number of factors. In re-assessing asset lives, factors such as technical innovation, product life cycles and maintenance programmes are taken into account.
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Critical accounting estimates and judgements
(Continued)
- 32 -
ECL measurement
Measurement of ECLs for all financial instruments at AC is a significant estimate that involves determination methodology, models and data inputs. The following components have a major impact on credit loss allowance: definition of default, SICR, probability of default (“PD”), exposure at default (“EAD”), and loss given default (“LGD”), as well as models of macro-economic scenarios. The Group regularly reviews and validates the models and inputs to the models to reduce any differences between expected credit loss estimates and actual credit loss experience.
The credit loss allowance for trade receivables is determined according to provision matrix based on the number of days that an asset is past due. The effect of adjustments for forward looking information from the models of macro-economic scenarios do not have significant impact on ECL estimation because performance obligations are generally short-term in nature.
4
Revenue
2024
2023
UZS'000
UZS'000
Revenue analysed by class of business
Sale of yarn, knitted products and apparel
547,980,492
136,209,257
Cotton production
62,498,447
732,611,365
Sale of wheat
11,516,916
11,661,165
Sale of cotton seeds
13,856,410
22,049,047
Sale of cement
86,465,365
158,397,285
Sale of other goods
34,675,822
25,461,803
Sale of gas and oil
309,471,546
325,955,311
Sale of works and services
48,960,375
33,455,716
1,115,425,373
1,445,800,949
2024
2023
UZS'000
UZS'000
Revenue analysed by geographical market
Uzbekistan
886,714,527
1,348,219,022
Turkey
27,043,832
16,134,651
Germany
11,660,397
4,305,691
Other
16,967,043
26,628,291
Russia
54,754,095
50,513,294
China
61,163,936
-
Poland
35,965,065
-
Egypt
10,486,247
-
United States of America
5,555,939
-
United Kingdom
5,114,292
-
1,115,425,373
1,445,800,949
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
4
Revenue
(Continued)
- 33 -
2024
2023
UZS'000
UZS'000
Other income
Grants received
1,235,130
-
5
Operating (loss)/profit
2024
2023
Operating loss for the year is stated after charging/(crediting):
UZS'000
UZS'000
Exchange losses
62,986,502
127,297,968
Research and development costs
2,229,323
-
Government grants
(1,235,130)
-
Fees payable to the company's auditor for the audit of the company's financial statements
2,763,471
6,192,662
Depreciation of property, plant and equipment
358,064,237
213,461,821
Loss on disposal of property, plant and equipment
27,572,915
-
Amortisation of intangible assets (included within administrative expenses)
7,864
6,740
Cost of inventories recognised as an expense
346,363,037
956,170,198
Write downs of inventories recognised as an expense
21,154,334
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
UZS'000
UZS'000
For audit services
Audit of the financial statements of the group and company
1,165,471
1,030,204
Audit of the financial statements of the company's subsidiaries
1,598,000
5,162,458
2,763,471
6,192,662
7
Employees
The average monthly number of persons (including directors) employed by the group during the year was:
2024
2023
Number
Number
Management staff
272
282
Technical staff
297
629
Administrative staff
643
810
Production staff
5,861
8,476
Total
7,073
10,197
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Employees
(Continued)
- 34 -
Their aggregate remuneration comprised:
2024
2023
UZS'000
UZS'000
Wages and salaries
444,236,344
325,661,126
8
Investment income
2024
2023
UZS'000
UZS'000
Interest income
Financial instruments measured at amortised cost:
Other interest income on financial assets
963,140
66,318,964
9
Finance costs
2024
2023
UZS'000
UZS'000
Interest on bank overdrafts and loans
512,495,922
579,656,394
Interest on lease liabilities
1,634,699
-
Total interest expense
514,130,621
579,656,394
10
Other gains and losses
2024
2023
UZS'000
UZS'000
Gains (Losses) on initial recognition of financial assets at the effective interest rate
18,839,821
-
11
Income tax expense
2024
2023
UZS'000
UZS'000
Current tax
Foreign taxes and reliefs
7,140,709
49,244,843
7,140,709
49,244,843
Deferred tax
Origination and reversal of temporary differences
(5,127,136)
(4,005,197)
Total tax charge
2,013,573
45,239,646
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Income tax expense
(Continued)
- 35 -
The charge for the year can be reconciled to the loss per the income statement as follows:
2024
2023
UZS'000
UZS'000
Loss before taxation
(1,367,432,963)
(560,469,720)
Expected tax credit based on a corporation tax rate of 25.00% (2023: 21.50%)
(341,858,241)
(120,500,990)
Effect of expenses not deductible in determining taxable profit
(1,906,564)
-
Income not taxable
3,452,308
1,077,921,839
Unutilised tax losses carried forward
348,949,151
(18,372,562)
Effect of overseas tax rates
(5,921,024)
36,786,658
Under/(over) provided in prior years
2,064,457
-
Deferred tax adjustments in respect of prior years
(220,323)
-
Losses not involved in the formation of taxable profit
(2,546,191)
(930,595,299)
Taxation charge for the year
2,013,573
45,239,646
12
Intangible assets
Goodwill
Software
Total
UZS'000
UZS'000
UZS'000
Cost
At 1 January 2023
162,281,034
33,702
162,314,736
At 31 December 2023
162,281,034
33,702
162,314,736
At 31 December 2024
162,281,034
33,702
162,314,736
Amortisation and impairment
At 1 January 2023
144,524,297
19,098
144,543,395
Charge for the year
6,740
6,740
At 31 December 2023
144,524,297
25,838
144,550,135
Charge for the year
7,864
7,864
At 31 December 2024
144,524,297
33,702
144,557,999
Carrying amount
At 31 December 2024
17,756,737
-
17,756,737
At 31 December 2023
17,756,737
7,864
17,764,601
At 31 December 2022
17,756,737
14,604
17,771,341
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Intangible assets
(Continued)
- 36 -
The group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired.
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 37 -
13
Property, plant and equipment
Oil and Gas assets
Assets under construction
Plant and equipment
Buildings and improvements
IT Equipment
Motor vehicles
Other assets
Capital investments
Right of use assets
Total
UZS'000
UZS'000
UZS'000
UZS'000
UZS'000
UZS'000
UZS'000
UZS'000
UZS'000
UZS'000
Cost
At 1 January 2023
539,094,762
905,493,270
1,333,406,380
48,728,518
4,775,361
57,330,108
12,383,761
7,640,812
11,193,177
2,920,046,149
Additions
26,374,237
376,327,694
38,148,271
9,436,230
207,914
555,031
1,190,354
28,973,984
-
481,213,715
Disposals
(734,860)
(50,026,526)
(27,608,178)
(1,641,964)
(481,364)
(383,696)
(418,007)
(18,703,173)
-
(99,997,768)
At 31 December 2023
564,734,139
1,231,794,438
1,343,946,473
56,522,784
4,501,911
57,501,443
13,156,108
17,911,623
11,193,177
3,301,262,096
Additions
83,429,071
216,524
-
83,645,595
Disposals
(281,919)
(477,886)
(44,052,034)
(1,081,121)
(1,541,217)
(1,305,310)
(38,565,276)
(87,304,763)
Reclassification
(463,518,657)
29,104,800
(53,219,734)
468,560,347
(4,501,911)
(101,165)
6,791,524
(17,911,623)
84,372,964
49,576,545
Transfers
4,254,657
(1,182,613,020)
845,501,455
289,869,223
374,108
43,511,729
-
898,152
At 31 December 2024
105,188,220
161,237,403
2,092,176,160
813,871,233
56,449,693
62,154,051
57,000,865
3,348,077,625
Accumulated depreciation and impairment
At 1 January 2023
78,722,649
499,938,601
11,153,352
1,701,440
27,845,002
5,896,764
-
625,257,808
Charge for the year
25,096,394
177,314,877
3,906,787
720,630
4,909,302
1,513,831
-
213,461,821
Eliminated on disposal
(32,886)
(1,024,129)
(149,765)
(203,566)
(236,471)
(127,341)
-
(1,774,158)
At 31 December 2023
103,786,157
676,229,349
14,910,374
2,218,504
32,517,833
7,283,254
-
836,945,471
Charge for the year
6,438,139
292,100,067
39,106,154
3,827,478
7,680,764
8,911,635
358,064,237
Eliminated on disposal
(13,912)
(22,035,994)
(246,406)
(570,110)
(235,292)
(20,245,706)
(43,347,420)
Reclassification
(75,909,344)
(27,367,172)
76,634,356
(2,218,504)
(123,650)
2,877,531
34,224,104
8,117,321
At 31 December 2024
34,301,040
918,926,250
130,404,478
35,651,551
17,606,257
22,890,033
1,159,779,609
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Property, plant and equipment
Oil and Gas assets
Assets under construction
Plant and equipment
Buildings and improvements
IT Equipment
Motor vehicles
Other assets
Capital investments
Right of use assets
Total
UZS'000
UZS'000
UZS'000
UZS'000
UZS'000
UZS'000
UZS'000
UZS'000
UZS'000
UZS'000
(Continued)
- 38 -
Carrying amount
At 31 December 2024
70,887,180
161,237,403
1,173,249,910
683,466,755
-
20,798,142
44,547,794
-
34,110,832
2,188,298,016
At 31 December 2023
460,947,982
1,231,794,438
667,717,124
41,612,410
2,283,407
24,983,610
5,872,854
17,911,623
11,193,177
2,464,316,625
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 39 -
14
Investment property
2024
2023
UZS'000
UZS'000
Cost
At 1 January 2024
91,303
94,611
Disposals
(3,308)
(3,308)
At 31 December 2024
87,995
91,303
15
Investments
Current
Non-current
2024
2023
2024
2023
UZS'000
UZS'000
UZS'000
UZS'000
Loans and receivables at amortised cost
8,435,457
9,765,194
Investments in subsidiaries
13,849
8,435,457
9,765,194
13,849
Fair value of financial assets carried at amortised cost
The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial
statements approximate to their fair values.
The Group's management evaluates the allowance for expected credit losses on loans issued at the end of
each reporting period. All outstanding loans issued have been restructured as at 31 December 2024. Taking
into account the historical experience of defaults and the future prospects of the industries in which the
borrowers operate, the Management of the Group believes that the loans issued until December 31, 2024 are
not impaired.
16
Investments
Current
Non-current
2024
2023
2024
2023
UZS '000
UZS '000
UZS '000
UZS '000
Investments in subsidiaries
401,469,482
370,246,243
Fair value of financial assets carried at amortised cost
Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.
Investment in subsidiary undertakings
Details of the company's principal operating subsidiaries are included in note 16.
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
16
Investments
(Continued)
- 40 -
Movements in non-current investments
Shares in subsidiaries
UZS'000
Cost or valuation
At 1 January 2024
370,246,243
Additions
716,371
Valuation changes
30,506,868
At 31 December 2024
401,469,482
Carrying amount
At 31 December 2024
401,469,482
At 31 December 2023
370,246,243
17
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
17
Subsidiaries
(Continued)
- 41 -
Name of undertaking
Address
Principal activities
Class of
% Held
shares held
Direct
Indirect
1. Petromaruz Uzbekistan LLC
Below
Production and refining of oil and gas
Ordinary
100.00
-
2. Qiziriq Zarbdor Parranda LLC
Below
Production and refining of oil and gas
Ordinary
0
100.00
3. Surxon Cotton Textile Cluster LLC
Below
Agriculture
Ordinary
100.00
-
4. Paraglide Limited
Below
None
Ordinary
100.00
-
5. Surhancementinvest LLC
Below
Cement production
Ordinary
100.00
-
6. Granite Mining LLC
Below
Sand production
Ordinary
55.00
-
7. Bukhara Cotton Textile Cluster LLC
Below
Cotton production
Ordinary
100.00
-
8. Bukhara Cotton Textile LLC
Below
Cotton processing/Apparel production
Ordinary
100.00
-
9. Tashkent Cotton Textile Cluster LLC
Below
Agricultural production
Ordinary
100.00
-
10. BCT Cluster Agrokompleks
Below
Production and processing of raw cotton
Ordinary
0
100.00
11. BCT Cluster Fat and Oil LLC
Below
Oil and fat production
Ordinary
0
100.00
12. TCT Rice LLC
Below
Sale of rice
Ordinary
0
100.00
13. TCT Fish Cluster LLC
Below
Sale of fish products
Ordinary
0
100.00
14. TCT Cluster Milk and Meat LLC
Below
Sale of meat and milk
Ordinary
0
100.00
15. TCT Cluster Ohangaron Meat LLC
Below
Sale of meat
Ordinary
0
100.00
16. TCT Agro Cluster LLC
Below
Agricultural production
Ordinary
0
100.00
17. TCT Gidro Servis LLC
Below
Maintenance of agricultural equipment
Ordinary
0
100.00
18. TCT Silk LLC
Below
Sale of silk
Ordinary
0
100.00
19. TCT Towers LLC
Below
Construction
Ordinary
0
100.00
20. SCT Cluster Sholi LLC
Below
Sale of rice
Ordinary
0
100.00
21. SCT Cluster Greenhouse LLC
Below
Agricultural production
Ordinary
0
100.00
22. PM Development
Below
Services
Ordinary
100.00
-
Registered office addresses (all UK unless otherwise indicated):
29 Durmon Yuli Street, Mirzo Ulugbek District, Tashkent, Republic of Uzbekistan
1, 2, 22
Mahallya Zarbdor, Kizirik District, Surkhandarya province, 190800, Republic of Uzbekistan
3, 20, 21
3rd Floor, 114a Cromwell Road, London, United Kingdom, SW7 4AG
4
Yangiabad Mahalla, Jarkurghan Town, Jarkurghan District, Surkhandarya Region, Uzbekistan
5
28, Mirzo Ulughbek Street, Ziyovuddin Town, Pakhtachinskiy District, Samarkand Region, Uzbekistan
6
7/1, Xalqlar Dustligi Street, Bukhara City, Bukhara Region, Uzbekistan
7, 8, 10, 11
Tashkent Region, Kuyichichik District, Uzbekistan
9, 12-19
18
Inventories
2024
2023
UZS'000
UZS'000
Raw materials
130,153,934
277,028,722
Work in progress
156,026,140
298,538,487
Finished goods
84,350,877
103,749,629
370,530,951
679,316,838
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 42 -
19
Biological assets
2024
2023
UZS'000
UZS'000
Biological Assets (Fish)
60,886,136
56,932,548
Biological Asset (Wheat plants and other agriculural crops)
112,346,849
35,491,196
173,232,985
92,423,744
20
Trade and other receivables
Current
Non-current
2024
2023
2024
2023
UZS'000
UZS'000
UZS'000
UZS'000
Trade receivables
207,298,796
65,141,700
-
-
Provision for bad and doubtful debts
(57,439,666)
(10,569,576)
-
-
149,859,130
54,572,124
-
-
Other receivables
79,729,208
1,485,469
409,678
2,353,650
Prepayments
108,577,603
54,614,167
-
-
338,165,941
110,671,760
409,678
2,353,650
The Group recognises accounts receivable when the rights to compensation become unconditional. This usually happens when the Group issues an invoice to the buyer.
Obligations under the contract refer initially to prepaid indemnity received from buyers for products for which revenue is recognised over time. This amount will be recognised as revenue, as control over the product or service passes to the buyer.
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 43 -
21
Trade receivables - credit risk
Fair value of trade receivables
The director considers that the carrying amount of trade and other receivables is approximately equal to their fair value.
Expected credit loss assessment
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets.
To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. For purposes of measuring probability of default, the Group defines default as a situation when the exposure meets one or more of the following criteria:
the customer is more than 90 days past due on its contractual payments;
international rating agencies have classified the customer in the default rating class
the customer meets the unlikeliness-to-pay criteria listed below:
- the customer is insolvent;
- it is becoming likely that the customer will enter bankruptcy
The assessment whether or not there has been a significant increase in credit risk ("SICR") since initial recognition is performed on an individual basis. The criteria used to identify a SICR are monitored and reviewed periodically for appropriateness by the Group's management. The presumption, being that there have been significant increases in credit risk since initial recognition when financial assets are more than 30 days past due, has not been rebutted.
The Group considers a financial instrument to have experienced a SICR when one or more of the following quantitative, qualitative or backstop criteria have been met. For trade and other receivables:
30 days past due;
commencement of legal proceedings with the counterparty in respect of the existing debt;
Relative threshold: the Group regularly monitors debtors with increased credit risk and, depending on the assessment of macroeconomic, industry and other relevant factors, considers if such debtors have a SICR.
The allowance for credit losses on trade receivables is determined in accordance with the allowance matrix.
The allowance matrix is based on the number of days an asset is past due.
Expected credit loss assessment
2024
Balance
Rate
Loss allowance
Trade receivables
UZS'000
%
UZS'000
Short term debt
149,859,130
-
-
Overdue by 61-90 days
-
5
-
Overdue by 91-180 days
-
10
-
Overdue by 181-360 days
-
25
-
Overdue over 360 days
57,439,666
100
57,439,666
207,298,796
57,439,666
Impaired trade receivables
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
21
Trade receivables - credit risk
(Continued)
- 44 -
Movement in the allowances for doubtful debts
2024
2023
UZS'000
UZS'000
Balance at 1 January 2024 and at 31 December 2024
57,439,666
10,569,576
22
Trade and other receivables - company
2024
2023
UZS '000
UZS '000
Amounts owed by subsidiary undertakings
5,436,152
22,234,714
Other receivables
944
945
5,437,096
22,235,659
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 45 -
23
Borrowings
Current
Non-current
2024
2023
2024
2023
UZS'000
UZS'000
UZS'000
UZS'000
Borrowings held at amortised cost:
Bank loans
3,105,139,668
1,248,174,455
1,685,182,996
3,415,574,170
Directors' loans
20,226,436
27,322,706
-
-
Other loans
-
445,200,803
-
-
Total
3,125,366,104
1,720,697,964
1,685,182,996
3,415,574,170
Petromaruz Uzbekistan
Principal
Long-Term Portion
Short-Term Portion
Interest Payable
Agreement
Currency
Rate
2024
2023
2024
2023
2024
2023
2024
2023
Mirzo Ulugbek branch of JSCB Halkbank
No.12 dated 30.10.2019
UZS
26%
43,333,333
63,333,333
-
20,000,000
43,333,333
63,333,333
22,718,291
12,907,635
Mirabad branch of JSCB Halkbank
No.9 dated 03.04.2020
UZS
26%
39,000,000
39,000,000
-
18,000,000
39,000,000
39,000,000
21,427,443
11,052,224
Total bank borrowings
82,333,333
102,333,333
-
38,000,000
82,333,333
102,333,333
44,145,734
23,959,859
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
23
Borrowings
(Continued)
- 46 -
Surhancementinvest
Principal
Long-Term Portion
Short-Term Portion
Interest Payable
Agreement
Currency
Rate
2024
2023
2024
2023
2024
2023
2024
2023
Tashkent City branch of JSCB Halkbank
No. 150/1/2019 dated 27.06.2019
UZS
20%
8,482,879
8,482,879
-
8,482,879
8,482,879
-
6,247,440
5,685,013
No. 150/2/2019 dated 27.06.2019
UZS
20%
9,999,992
9,999,992
-
9,999,992
9,999,992
-
7,429,669
6,766,656
No. 154/1 dated 29.06.2019
UZS
15%
2,772,084
2,772,084
-
2,772,084
2,772,084
-
1,165,872
1,028,027
No. 154/2 dated 29.06.2019
UZS
24%
6,215,309
6,215,309
-
6,215,309
6,215,309
-
3,862,174
3,367,673
No. 157/2019 dated 03.07.2019
UZS
24%
44,750,787
44,750,787
-
44,750,787
44,750,787
-
34,613,834
31,053,388
No. 158/2019 dated 03.07.2019
UZS
20%
9,750,000
9,750,000
-
9,750,000
9,750,000
-
7,284,182
6,637,744
No. 199/2019 dated 17.07.2019
UZS
23%
9,166,667
9,166,667
-
9,166,667
9,166,667
-
6,163,922
5,467,410
No. 200/01/2019 dated 17.07.2019
UZS
24%
19,985,709
19,985,709
-
19,985,709
19,985,709
-
15,273,963
13,683,867
No. 200/2019 dated 17.07.2019
UZS
23%
9,105,872
9,105,872
-
9,105,872
9,105,872
-
8,160,645
7,461,563
No. 212 dated 28.06.2019
UZS
12%
3,804,328
3,804,328
-
3,804,328
3,804,328
-
1,408,602
1,257,262
No. 160 dated 01.07.2019
USD
12%
53,199,831
50,774,039
-
50,774,039
53,199,831
-
27,377,808
24,081,555
No. 210 dated 06.08.2019
USD
11.6%
40,219,848
38,385,913
-
38,385,913
40,219,848
-
19,938,702
17,532,918
No. 211 dated 06.08.2019
USD
12%
86,781,409
82,824,372
-
82,824,372
86,781,409
-
43,604,532
38,275,680
Head office of JSCB Halkbank
No. 1-2019 dated 27.05.2019
UZS
26%
6,750,000
6,750,000
-
6,750,000
6,750,000
-
7,063,986
6,482,192
No. 1-2019 dated 27.05.2019
UZS
26%
10,985,333
10,985,333
-
10,985,333
10,985,333
-
11,107,729
10,160,884
No. 2-2019 dated 13.09.2019
UZS
26%
10,000,000
10,000,000
-
10,000,000
10,000,000
-
9,894,637
9,032,719
No. 2-2019 dated 13.09.2019
UZS
26%
9,999,885
9,999,885
-
9,999,885
9,999,885
-
10,788,058
9,926,150
Chilanzar branch of JSCB Halkbank
27/yu/19 dated 28.11.2019
UZS
26%
10,000,000
10,000,000
-
10,000,000
10,000,000
-
6,676,032
5,814,114
No. 28/yu/19 dated 28.11.2019
UZS
26%
10,000,000
10,000,000
-
10,000,000
10,000,000
-
9,265,054
8,403,136
Total bank borrowings
361,969,933
353,753,169
-
353,753,169
361,969,933
-
237,326,841
212,117,951
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
23
Borrowings
(Continued)
- 47 -
TCT Cluster
Principal
Long-Term Portion
Short-Term Portion
Interest Payable
Agreement
Currency
Rate
2024
2023
2024
2023
2024
2023
2024
2023
JSCB Agrobank
n/a
EUR
n/a
1,019,044,720
n/a
n/a
n/a
n/a
n/a
59,554,283
n/a
n/a
USD
n/a
253,208,250
n/a
n/a
n/a
n/a
n/a
3,295,164
n/a
n/a
UZS
n/a
402,323,328
n/a
n/a
n/a
n/a
n/a
41,491,482
n/a
n/a
UZS
n/a
59,329,543
n/a
n/a
n/a
n/a
n/a
349,701
n/a
JSCB Halkbank
n/a
UZS
n/a
171,290,052
n/a
n/a
n/a
n/a
n/a
63,127,371
n/a
n/a
EUR
n/a
26,086,165
n/a
n/a
n/a
n/a
n/a
2,960,701
n/a
JSCB Ipotekabank
n/a
UZS
n/a
13,220,788
n/a
n/a
n/a
n/a
n/a
2,741,953
n/a
JSCB Turonbank
n/a
UZS
n/a
131,400,000
n/a
n/a
n/a
n/a
n/a
57,232,307
n/a
JSCB Uzsanoatqurilishbank
n/a
EUR
n/a
131,799,314
n/a
n/a
n/a
n/a
n/a
24,793,136
n/a
n/a
USD
n/a
63,731,823
n/a
n/a
n/a
n/a
n/a
23,694,282
n/a
n/a
UZS
n/a
31,814,570
n/a
n/a
n/a
n/a
n/a
17,632,202
n/a
Total bank borrowings
2,303,248,553
2,276,564,446
1,233,989,994
2,026,405,240
1,072,237,214
250,159,206
296,872,582
173,684,015
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
23
Borrowings
(Continued)
- 48 -
SCT Cluster
Principal
Long-Term Portion
Short-Term Portion
Interest Payable
Agreement
Currency
Rate
2024
2023
2024
2023
2024
2023
2024
2023
JSCB Agrobank
No. 27353 dated 03.12.2021
UZS
n/a
-
17,042,000
-
-
-
17,042,000
31,186,592
10,640,317
No. 27511 dated 03.02.2022
UZS
n/a
3,244,824
685,019
-
3,244,824
685,019
891,243
3,224,209
No. 31343 dated 23.12.2022
UZS
n/a
72,912,000
72,912,000
-
72,912,000
72,912,000
16,189,714
5,534,532
No. 32849 dated 15.05.2023
UZS
n/a
15,300,000
15,300,000
-
11,727,083
15,300,000
3,572,917
3,487,998
704,747
No. 35 dated 09.01.2024
UZS
n/a
1,235,000
-
-
-
1,235,000
-
110,981
-
No. 35313 dated 15.01.2024
UZS
n/a
16,999,970
-
-
16,999,970
-
1,575,701
-
No. 34041 dated 05.09.2023
UZS
n/a
18,666,667
-
-
-
18,666,667
14,138,682
2,847,021
No. 34120 dated 11.09.2023
UZS
n/a
40,300,795
43,362,304
-
-
40,300,795
43,362,304
2,464,421
806,210
No. 34132 dated 18.09.2023
UZS
n/a
-
7,955,000
-
-
7,955,000
9,261,616
1,215,366
No. 25095 dated 27.07.2021
EUR
n/a
35,988,242
32,724,352
26,179,482
35,988,242
6,544,870
1,705,353
4,397,972
No. 27096 dated 27.07.2021
EUR
n/a
11,201,007
8,187,400
4,093,700
11,201,007
4,093,700
925,519
3,390,558
No. 26343 dated 25.02.2021
USC
n/a
3,862,660
3,688,754
-
2,231,261
3,862,660
1,457,493
344,767
90,286
No. 26534 dated 17.03.2021
USD
n/a
6,616,390
6,318,505
-
-
6,616,390
6,318,505
690,315
150,439
No. 26535 dated 17.03.2021
USD
n/a
2,658,787
808,241
-
2,658,787
808,241
284,519
1,762,919
No. 27038 dated 07.06.2021
USD
n/a
1,615,061
719,763
-
-
1,615,061
719,763
172,722
847,481
JSCB Turonbank
No. 81012820 dated 26.08.2022
UZS
n/a
5,449,741
5,449,741
-
5,449,741
5,449,741
-
1,089,351
548,259
No. 26 dated 06.04.2023
UZS
n/a
106,544,130
100,817,665
30,000,000
40,000,000
76,544,130
60,817,665
-
-
No. 01 dated 14.01.2022
UZS
n/a
6,500,000
6,500,000
6,500,000
6,500,000
-
-
-
JSCB Uzpromstroybank
No. 46 dated 28.08.2019
n/a
n/a
1,226,782
1,226,782
-
-
1,226,782
1,226,782
38,714
38,714
Total bank borrowings
331,655,389
342,364,193
36,500,000
96,181,267
295,155,389
246,182,926
84,558,208
36,199,030
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
23
Borrowings
(Continued)
- 49 -
BCT Cluster
Principal
Long-Term Portion
Short-Term Portion
Interest Payable
Agreement
Currency
Rate
2024
2023
2024
2023
2024
2023
2024
2023
JSCB Agrobank
No.4 dated 13.01.2021
USD
8%
70,277,706
67,113,641
-
61,012,271
70,277,706
6,101,370
5,555,351
-
No.11 dated 01.02.2021
USD
8%
19,507,588
20,153,308
-
11,139,298
19,507,588
9,014,009
1,200,952
-
No.1142 dated 28.09.2020
USD
8%
17,037,316
16,270,256
-
14,230,025
17,037,316
2,040,231
1,347,270
-
No.14 dated 03.02.2021
USD
10%
14,134,581
13,498,209
-
-
14,134,581
13,498,209
1,401,504
-
No.81 dated 05.03.2021
USD
10%
14,932,543
14,260,246
-
-
14,932,543
14,260,246
1,492,508
-
No.1180 dated 10.12.2020
UZS
20%
6,648,623
6,648,889
-
4,772,978
6,648,623
1,875,911
1,152,709
-
No.500 dated 29.03.2021
UZS
10%
45,835,727
45,835,727
-
34,234,790
45,835,727
11,600,937
11,152,233
-
No.23940 dated 03.12.2021
UZS
10%
53,830,000
53,830,000
-
-
53,830,000
53,830,000
10,999,855
-
No.1 dated 12.09.2022
UZS
10%
22,454,911
23,086,279
-
-
22,454,911
23,086,279
2,623,704
-
No.29937 dated 11.01.2023
UZS
10%
59,472,523
59,472,523
-
-
59,472,523
59,472,523
10,102,471
-
No.1 dated 30.05.2023
UZS
24%
9,546,437
9,552,334
5,767,636
7,703,896
3,778,801
1,848,438
882,039
-
No.690 dated 06.09.2023
UZS
24%
11,215,995
25,000,000
-
-
11,215,995
25,000,000
2,008,547
-
No.33772 dated 07.09.2023
UZS
12%
953,288
-
953,288
-
-
-
43,146
-
No. 607 dated 06.09.2023
UZS
n/a
-
4,915,000
-
-
-
4,915,000
-
-
No. 360 dated 06.07.2022
UZS
n/a
-
1,734,885
-
-
-
1,734,885
-
-
JSCB Halkbank
No.63 dated 23.09.2019
EUR
10%
21,105,721
21,570,389
-
18,778,882
21,105,721
2,791,507
9,057,306
-
No.27 dated 07.09.2019
UZS
26%
45,463,537
45,463,537
-
18,185,415
45,463,537
27,278,122
27,806,011
-
No.771 dated 23.09.2019
UZS
26%
40,000,000
40,000,000
-
-
40,000,000
40,000,000
36,376,831
-
No.653 dated 15.07.2019
UZS
20%
36,166,667
36,166,667
-
-
36,166,667
36,166,667
28,402,402
-
No.654 dated 15.07.2019
UZS
20%
8,683,696
8,683,696
-
-
8,683,696
8,683,696
6,058,662
-
No.1 dated 17.01.2020
UZS
26%
70,000,000
70,000,000
-
-
70,000,000
70,000,000
66,434,013
-
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
23
Borrowings
(Continued)
- 50 -
JSCB Asakabank
No.26 dated 02.03.2018
EUR
11%
49,757,714
50,853,190
-
-
49,757,714
50,853,190
19,401,663
-
No.2022-6 dated 02.02.2022
USD
11%
10,336,384
9,871,016
3,876,144
6,169,385
6,460,240
3,701,631
5,642,489
-
No.2021-67 dated 25.05.2021
USD
14%, 17,5%
60,523,551
57,798,640
3,110,313
16,818,698
57,413,238
40,979,942
9,041,215
-
Total bank borrowings
687,884,508
701,778,432
13,707,381
193,045,638
674,177,127
508,732,793
258,182,881
-
BCT
Principal
Long-Term Portion
Short-Term Portion
Interest Payable
Agreement
Currency
Rate
2024
2023
2024
2023
2024
2023
2024
2023
NBU
n/a
USD
n/a
588,013,892
n/a
n/a
n/a
n/a
n/a
78,543,125
n/a
n/a
UZS
n/a
17,367,324
n/a
n/a
n/a
n/a
n/a
5,599,509
n/a
JSCB Mikrokreditbank
n/a
UZS
n/a
-
n/a
n/a
n/a
n/a
n/a
873,427
n/a
JSCB Halkbank
n/a
UZS
n/a
54,485,714
n/a
n/a
n/a
n/a
n/a
45,519,919
n/a
n/a
EUR
n/a
67,142,000
n/a
n/a
n/a
n/a
n/a
27,469,350
n/a
JSCB Uzsanoatqurilishbank
n/a
UZS
n/a
32,738,095
n/a
n/a
n/a
n/a
n/a
18,333,744
n/a
Total bank borrowings
759,747,025
748,442,248
400,985,621
688,681,243
535,108,214
59,761,005
176,339,074
115,291,575
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
23
Borrowings
(Continued)
- 51 -
Granite Mining
Principal
Long-Term Portion
Short-Term Portion
Interest Payable
Agreement
Currency
Rate
2024
2023
2024
2023
2024
2023
2024
2023
Tashkent City branch of JSCB Halkbank
No 164 dated 05.07.2019
UZS
20%
5,226,635
n/a
-
n/a
5,226,635
n/a
-
n/a
No 165 dated 05.07.2019
UZS
20%
4,571,237
n/a
-
n/a
4,571,237
n/a
-
n/a
No 166 dated 05.07.2019
USD
10.5%
16,764,242
n/a
-
n/a
16,764,242
n/a
-
n/a
No 202 dated 25.07.2019
USD
10.5%
57,596,344
n/a
-
n/a
57,596,344
n/a
-
n/a
Total bank borrowings
84,158,458
57,567,511
-
21,363,510
84,158,458
36,204,001
-
19,495,065
Total bank borrowings (group)
4,610,997,199
4,582,803,332
1,685,182,996
3,417,430,067
3,105,139,668
1,203,373,264
1,097,425,320
580,747,495
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 52 -
24
Borrowings - company
2024
2023
UZS '000
UZS '000
Borrowings held at amortised cost:
Directors' loans
20,226,436
19,243,905
25
Fair value of financial liabilities
The director considers that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.
26
Liquidity risk
Liquidity risk is the risk of mismatching of requirement term for active transactions with the maturity of obligations.
Liquidity assessment is carried out:
depending on the number of assets available to the Group and the possible timing of their sale without significant losses for the Group;
depending on existing liabilities, maturity dates and the dynamics of changes in the number of liabilities over time.
The position is considered risky if the Group's liquid assets and the projected receipt of financial resources are insufficient to fulfill obligations in a certain period of time.
The liquidity analysis system is based on a method for assessing the gap in the maturity of the Group's asset and liability claims, for which indicators and ratios of excess (deficit) liquidity are calculated.
The group's liquidity risk management includes the following procedures:
forecasting payment flows in the context of the main types of currencies and determining the required volume of liquid assets;
monitoring of liquidity ratios and their forecast;
maintaining diversified sources of resources;
planning of actions to restore the necessary level of liquidity in adverse and crisis conditions;
reallocation of assets by maturity.
27
Market risk
Market risk management
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and stock prices, will have a negative impact on the Group's profit or on the value of its financial instruments. The purpose of market risk management is to control exposure to market risk and keep it within acceptable limits, while optimizing the return on investment.
In order to manage market risks, the Group assumes financial obligations. All such transactions are carried out in accordance with the guidelines established by the Risk Management Committee. The Group does not apply hedging accounting in order to regulate the variability of the profit or loss indicator for the period.
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
27
Market risk
(Continued)
- 53 -
Foreign exchange risk
The carrying amounts of the group's foreign currency denominated monetary assets and liabilities at the reporting date are as follows:
The Group is exposed to currency risk to the extent that there is a discrepancy between the currencies in which sales, purchases and loans are expressed and the corresponding functional currencies of the Group's enterprises. The functional currencies of the Group's enterprises are, first of all, Uzbek soums, but also Euros, US dollars and Russian rubles. These operations are expressed mainly in Euros and in US dollars.
With respect to other monetary assets and liabilities denominated in foreign currencies, the Group's policy is aimed at maintaining a net position exposed to risk within acceptable limits by buying or selling foreign currency at spot rates, when necessary, in order to eliminate short-term imbalances.
Interest rate risk
The carrying amounts of financial liabilities which expose the group to cash flow interest rate risk are as follows:
Changes in interest rates have an impact mainly on attracted loans and borrowings, changing either their fair value (fixed-rate debt obligations) or future cash flows on them (variable interest rate debt). The Group's management does not have formalized policy in terms of the ratio in which the Group's exposure should be distributed between fixed and variable interest rates. However, when attracting new loans or borrowings, the management decides on the basis of its own professional judgment the question which interest rate - fixed or variable - will be more profitable for the Group during the expected period before the maturity date.
The Group has a long-term loan received in Uzbekistan Soums for the acquisition of assets on the basis of a government decree, received at 26% per annum.
28
Trade and other payables
Current
Non-current
2024
2023
2024
2023
UZS'000
UZS'000
UZS'000
UZS'000
Trade payables
414,252,386
281,122,645
Accruals
28,520,621
18,759,021
Social security and other taxation
204,173,087
Other payables
1,450,861,505
141,256,305
61,674,509
2,097,807,599
441,137,971
-
61,674,509
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
28
Trade and other payables
(Continued)
- 54 -
Long-term and current trade payables include debt to JSC Dzharkurganneft in the amount of 79,119,090 thousand UZS (as of December 31, 2023 – 71,119,090 thousand UZS), in accordance with agreement No. 034 dated September 25, 2020 for the acquisition of all assets of the Company except for cash and receivables. According to the Decree of the Cabinet of Ministers of the Republic of Uzbekistan No. 66 dated February 7, 2020, the assets of the Company were acquired at market value by a certain appraisal company Ernst & Young LLP, Republic of Kazakhstan. The debt is repayable in five equal annual instalments by October 1, 2025. The current part of the debt is 79,119,090 thousand UZS as of December 31, 2023 (as of December 31, 2023 – 54,459,400 thousand UZS).
Dividends payable as of December 31, 2024 and 2023 include debt to the current and previous shareholders of the Company:
2024
2023
UZS'000
UZS'000
Taresevich Sergey Leonidovich
725,578
725,578
Total dividends payable
725,578
725,578
29
Trade and other payable - company
2024
2023
UZS '000
UZS '000
Amounts owed to subsidiary undertakings
1,830,000
1,830,000
Accruals
3,237,112
2,878,294
Other payables
110,000
5,177,112
4,708,294
30
Lease liabilities
2024
2023
Maturity analysis
UZS'000
UZS'000
Within one year
17,044,864
10,091,238
In two to five years
-
23,606,713
Total undiscounted liabilities
17,044,864
33,697,951
All lease liabilties are expected to be settled within 12 months from the reporting date.
2024
2023
Amounts recognised in profit or loss include the following:
UZS'000
UZS'000
Interest on lease liabilities
1,634,699
-
Other leasing information is included in note .
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 55 -
31
Deferred taxation
2024
2023
UZS'000
UZS'000
Deferred tax liabilities
17,340,510
7,634,194
Deferred tax assets
(20,106,985)
(5,273,533)
(2,766,475)
2,360,661
Deferred tax assets are expected to be recovered after more than one year
The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.
ACAs
UZS'000
Liability at 1 January 2023
12,230,395
Deferred tax movements in prior year
Charge/(credit) to profit or loss
(2,294,788)
Liability at 1 January 2024
7,634,194
Asset at 1 January 2024
(5,273,533)
Deferred tax movements in current year
Charge/(credit) to profit or loss
(5,127,136)
Liability at 31 December 2024
17,340,510
Asset at 31 December 2024
(20,106,985)
32
Deferred revenue
2024
2023
UZS'000
UZS'000
Arising from
89,829,274
89,659,754
All deferred revenues are expected to be settled within 12 months from the reporting date.
33
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
UZS '000
UZS '000
Issued and fully paid
of 1 UZS each
945,942
945,942
945
945
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 56 -
34
Other reserve
2024
2023
UZS'000
UZS'000
At the beginning and end of the year
28,017
28,017
35
Merger reserve
2024
2023
UZS'000
UZS'000
At the beginning and end of the year
949
949
36
Contingent liabilities
Contingent liabilities relating to tax in the Republic of Uzbekistan
Uzbekistan Republic tax legislation which was enacted or substantively enacted at the end of the reporting period, is subject to varying interpretations when being applied to the transactions and activities of the Group. Consequently, tax positions taken by management and the formal documentation supporting the tax positions may be challenged by tax authorities. Uzbekistan Republic tax administration is gradually strengthening, including the fact that there is a higher risk of review of tax transactions without a clear business purpose or with tax incompliant counterparties. Fiscal periods remain open to review by the
authorities in respect of taxes for three calendar years preceding the year when decisions about the review was made. Under certain circumstances reviews may cover longer periods.
As Uzbekistan Republic tax legislation does not provide definitive guidance in certain areas, the Group adopts, from time to time, interpretations of such uncertain areas that reduce the overall tax rate of the Group. While management currently estimates that it is probable that the tax positions and interpretations that it has taken will be sustained, there is a possible risk that an outflow of resources will be required should such tax positions and interpretations be challenged by the tax authorities. The impact of any such challenge cannot be reliably estimated; however, it may be significant to the financial position and/or the overall operations of the Group.
37
Capital risk management
The main task of financial risk management is to determine the risk limits and further ensure compliance with the established limits. Accepted risk assessment also serves as a basis for optimal risk-based capital allocation, transaction pricing and performance evaluation. Risk management should ensure proper compliance with internal regulations and procedures in order to minimize operational and legal risks.
The risks of the Group are managed in relation to the following financial risks:
a) Risk of loss of liquidity; b) Foreign exchange risk; c) Interest rate risk.
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
37
Capital risk management
(Continued)
- 57 -
a) Liquidity Loss Risk
Liquidity risk is the risk of mismatching of requirement term for active transactions with the maturity of obligations.
Liquidity assessment is carried out:
- depending on the number of assets available to the Group and the possible timing of their sale without significant losses for the Group;
- depending on existing liabilities, maturity dates and the dynamics of changes in the number of liabilities over time.
The position is considered risky if the Group's liquid assets and the projected receipt of financial resources are insufficient to fulfill obligations in a certain period of time.
The liquidity analysis system is based on a method for assessing the gap in the maturity of the Group's asset and liability claims, for which indicators and ratios of excess (deficit) liquidity are calculated.
b) Foreign currency risk
The Group's exposure to foreign currency risk is limited; the majority of business is in its functional currency and where this is not possible the Group identify and manage the risk using adequate hedging mechanisms. The company does not enter into foreign currency forward contracts for speculative purposes.
Analysis of sensitivity of financial instruments to foreign currency exchange rate risk
Currency risk is assessed using sensitivity analysis and maintained within parameters approved in accordance with the Group's policy. At the reporting date, the effect of the USD's growth/(depreciation) against other currencies in the Group's profit/(loss) before tax is not significant.
c) Interest rate risk
The Group is exposed to interest rate risk through the impact of rate changes on their Finance costs. The Group’s policy is to obtain the most favorable interest rates available for all liabilities. The Group uses the business margins and adequate interest rate hedging mechanisms to reduce its economic exposure to changes in interest rates.
The group is not subject to any externally imposed capital requirements.
38
Directors' transactions
As at 31 December 2024, UZS Nil was due from the directors to the parent company, Company Petromaruz Limited.
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 58 -
39
Key management compensation
Key Management Officers of the Group are entitled to the Short-Term Benefits including Salary, Bonuses, Paid Vacation and Paid Sick Leave and other Benefits. Key management includes 2 members (in 2023: 2 members). Information on payments to key management personnel of the Group is presented below:
2024
2023
UZS'000
UZS'000
Short-term employee benefits
11,869,779
1,566,408
Total
11,869,779
1,566,408
39
Related party transactions
Other transactions with related parties
During the year the group entered into the following transactions with related parties:
2024
2023
UZS'000
UZS'000
Provision of services to connected companies
-
158,793,713
Purchases from connected companies
-
69,631,572
Amounts due to connected companies
-
401,000
Amounts due from connected companies
-
871,513
-
229,697,798
Other information
As at 31 December 2024, a balance of UZS 5,436,152 thousand (2023: UZS 22,234,713 thousand) was due to Company Petromaruz Limited in relation to total dividends receivable.
The group's ultimate controlling party is Mr J M Gawrysiak
COMPANY PETROMARUZ LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 59 -
40
Cash generated from/(absorbed by) operations
2024
2023
UZS'000
USZ'000
Loss for the year before income tax
(1,367,432,963)
(560,469,720)
Adjustments for:
Tax charge
(2,013,573)
(45,239,646)
Finance costs
514,130,621
579,656,394
Investment income
(963,140)
(66,318,964)
Write off of debts
(4,308,084)
(275,697,770)
Amortisation and impairment of intangible assets
7,864
6,740
Depreciation and impairment of property, plant and equipment
358,064,237
213,461,821
Reclassification of property, plant and equipment
(41,450,344)
-
Movements in working capital:
Decrease/(increase) in inventories
227,976,646
(84,442,862)
(Increase)/decrease in trade and other receivables
(224,220,472)
358,370,975
Increase/(decrease) in trade and other payables
1,595,164,639
(535,415,352)
Cash generated from/(absorbed by) operations
1,054,955,431
(416,088,384)
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