ANNUAL REPORT 2015

www.uetcl.com [email protected] Cover Photo: Namanve GIS 132/33kV substation

2 Electricity Transmission Company Limited | ANNUAL REPORT 2015 Table of contents

Notice of the Annual General Meeting 4-5

Corporate Information 6 -7

Abbreviations & Acronyms 8

Vision 9

Mission` 9

Core Values 9

Company Strategic Focus Areas 9

Financial and Operational Highlights 10

Power Purchase Agreements Executed in the Year 2015 11

Business Performance & Highlights 12-16

Board Members 18-19

Management Team 20

Chairman’s Statement 22-23

Report of the Managing Director/CEO 24-28

UETCL Present & Future Grid Network 29

Health Safety & Environment 30

Corporate Governance 31-34

UETCL Risk Statement for 2015 35-36

Auditor General’s Report 39-44 Financial Statements Directors’ Report 46-47 Statement of Directos’ Responsibilities 48 Report of the Independent Auditor 49-50 Statement of Comprehensive Income 51 Statement of Financial Position 52 Statement of Changes in Equity 53-54 Statement of Cashflows 55 Notes to the financial Statements 56-98

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 3 P. O. Box 7625 Phone: +256 41 423-3433/4 , Uganda Fax: +256 41 434 1789 10 Hannington Rd Email: [email protected]

UGANDA ELECTRICITY TRANSMISSION COMPANY LTD

4 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 5 Corporate Information

Uganda Electricity Transmission Company Limited is incorporated in Uganda under the Uganda Companies Act and the Public Enterprise Reform and Divestiture Act, as a limited liability company, and is domiciled in Uganda.

Its principal business is licensed to operate and maintain high Grid Voltage transmission lines, as a system operator and Bulk Power Purchaser and Seller in the local market. It is also licensed to import and export power into and out of Uganda. Further, it is licensed as a Public Infrastructure Provider to operate and lease out excess capacity of the optic fibre cable.

Plot 10 Hannington Road P. O. Box 7625, Kampala-Uganda Registered Office: Tel: +256 414 233 433/4, +256 417 802 000, +256 314 802 000 Fax: 256-41-4341789 Email: [email protected]

Government of Uganda represented by: Shareholders: Minister of Finance, planning & Economic Development AND Minister of State for Finance In charge of Privatization.

Mr. Peter Ucanda - Chairman Mr. Eriasi. Kiyemba - Executive Director Ms Sarah I. Timarwa - Non Executive Director, Directors: Mr. John Genda Walala - Non Executive Director Eng. Paul Mubiru - Non Executive Director Mr. Nicholas Oluka -Non Executive Director Mr. Christopher Mugisha - Non Executive Director

Ms Kateera & Kagumire Advocates Company Secretary P. O. Box 7026. Kampala

Standard Chartered Bank (U) Limited 5 Speke Road P. O. Box 7111 Kampala Citibank (U) Limited Centre Court 4 Ternan Avenue, Nakasero P. O. Box 7505 Kampala Stanbic Bank (U) Limited Crested Towers Plot 17 Hannington Road Bankers: P. O. Box 7131 Kampala Barclays Bank of Uganda Limited Plot 2/4 Hannington Road P. O. Box 7101 Kampala CitiBank (U) Limited Centre Court 4 Ternan Avenue, Nakasero P. O. Box 7505 Kampala

6 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 The Auditor General External Auditors: Plot 2/4 Kaggwa Road P. O. Box 7083, Kampala

Kateera & Kagumire Advocates Principal Legal Advisers: P. O. Box 7026. Kampala

Price Water House Coopers Limited Principal Tax Advisers: P. O. Box 8053, Kampala

Local Distributors Limited Ferdsult Engineering Services Limited Pader Abim Community Multipurpose Energy Cooperative Society (PACMECS) Bundibugyo Energy Cooperative Society Limited (BECS) Kilembe Investments Limited (KIL) Clientele: Kyegegwa Rural Electricity Cooperative Society Limited (KRECS) Distributors/Exports Uganda Electricity Distribution Company Limited (UEDCL)

Regional Power Trade Partners (Power Exports) Kenya Power & Lighting Co. Limited (KPLC) Tanzania Electricity Supply Co. Limited (TANESCO) Electricity Utility Corporation Limited (EUCL) - Rwanda Société Natianale d’Électricité - DR Congo

Local Independent Power Producers Hydro Power Limited Eco-Power Limited Electro-Maxx ( U) Limited , EMS Africa Mpanga Limited Independent Power Hydromaxx U Limited ( Kabalega Power Station) Producers (IPPs) and Jacobsen Uganda Power Plant Co.Limited Regional Power Partners Kakira Sugar Limited Cobalt Company Limited Kinyara Sugar Works Limited Sugar Allied Industries Limited, Tibet Hima Mining Company Limited ( Formerly Ltd) , Regional Power Trade Partners (Power Imports) Electricity Utility Corporation Limited (EUCL) - Rwanda Kenya Power & Lighting Company Limited

Sub stations: 17 Grid Substations, with capacity of 1,000 MVA

Transmission line Circuit 1,616km (Comprising 150km at 220kV, 1431km at 132kV and 35km at 66kV). Distance: Of the 1,616km, 621km is on wooden structures

Number of employees: 441

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 7 Abbreviations & Acronyms

CBP Corporate Business Plan CoD Commercial Operations Date ERA Electricity Regulatory Authority EUL Eskom Uganda Limited GIS Gas Insulated Substation GWh Giga Watt-hour HFO Heavy Fuel Oil HV High Voltage IPP Independent Power Producer KCCL Kasese Cobalt Company Limited kV Kilovolts kWh Kilo Watt-hour KML Kilembe Mines Limited KPLC Kenya Power and Lighting Company Limited MEMD Ministry of Energy and Mineral Development MFPED Ministry of Finance, Planning and Economic Development MW Mega Watt TANESCO Tanzania Electricity Supply Company UEB Uganda Electricity Board UEDCL Uganda Electricity Distribution Company SNEL Société Natianale d’Électricité

Namanve GIS 132/33kV Substation

8 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 Vision Electricity Transmission for Sustainable Regional Development Mission To Buy, Transmit and Sell Quality Bulk Power Sustainable Corporate Values Respect and Responsibility: Act Reliably, with Loyalty and Integrity Transparency; Strive for Openness and, Compliance; Safety for all and follow decisions that preserve the environment and health and safety for self, all employees, other stakeholders and property. Innovation; (i) Show initiative, self-drive and willingness to continuously learn and improve quality (ii) Be cooperative and show team spirit that enhances results and fosters equality, diversity, harmony and fellowship. Company Strategic Focus Areas

Security of Power Supply and Regional Cooperation

Accelerated Grid Efficient Business Infrastructure Processes Electricty Development Transmission for Sustainable Regional Development

Robust Human Financial Capital Development Sustainability

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 9 Financial and Operational Highlights

Financial Statistics 2015 2014 For the year Ushs million Ushs million Revenue 788,321 750,328 Gross profit (20,768) 79,246 Operating (loss) / profit (125,048) 22,072 (Loss) /Profit before tax (125,807) 19,858 (Loss) / Profit for the year (96,616) 16,596 Non-current assets 1,062,753 797,151 Current assets 546,541 570,452 Equity 371,249 467,927 Non-current liabilities 828,019 544,822 Current liabilities 410,026 354,854

Cash flow data Net cash- flow from operating activities (83,086) 113,543 Net cash flows used in investing activities (281,706) (236,942) Net Cash flow from financing activities 251,454 215,718

Operating and other statistics 2015 2014 Electricity purchase during the year (GWh) 3,333.57 3,202.61 Electricity sales during the year (GWh) 3218.48 3098.70 Energy Losses (%) 3.45% 3.24% Total transmission network length (Km) 1,616 1,616 Total Number of Substations 17 17 Total Transformation Capacity 960.5 885.5 Total number of company employees 441 426

Opuyo 132/33kV substation

10 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 Power Purchase Agreements Executed in the Year 2015

No NAME OF PPA TECHNOLOGY Proposed DURATION TYPE Installed CAPACITY/ MW 1 Karuma Hydro Power Plant Hydro 600 40 Years 2 Isimba Hydro Power Plant Hydro 183 40 Years 3 Elgon SITI (PVT) LTD SITI 2 Hydro 16.5 20 Years 4 Access Uganda Solar LTD Solar 10 20 Years 5 PA Technical Services Limited ( Nkusi lower ) Hydro 9.6 20 Years 6 Africa EMS Nyamwamba Hydro 9.2 20 Years 7 Sugar & Allied Industries Ltd (SAIL) Co-Gen 6.9 20 Years 8 Jelco Nengo Hydro Power Co. LTD Hydro 6.7 20 Years 9 Muvumbe Hydro (U) LTD Hydro 6.5 20 Years 10 Rwimi EP Company Hydro 5.54 20 Years 11 Lubilia Kawembe Hydro Limited Hydro 5.4 20 Years 12 Butama Hydro Electricity Co. Ltd/sindila Hydro 5.25 20 Years 13 Elgon SITI (PVT) LTD SITI 1 Hydro 5 20 Years 14 Hydromax (Nkusi) LTD-WAKI Hydro 4.8 20 Years 15 Mahoma Uganda Limited Hydro 2.7 20 Years 877.09

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 11 Business Performance Highlights

Revenue Up by 4.4%

Cost of Sales Up by 4.0%

Energy Purchase-GWh up by 6%

Thermal dispatch-GWh Up by 98.4%

Non-Current Assets up by 23.9%

Gross Profit Up by 23.9%

Kawanda 400kV substation plant house

12 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 13 14 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 15 16 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 UETCL MD/CEO Mr. Eriasi Kiyemba ( Standing Center in a grey suit) takes a group photo with the company staff after the launch of the company Corporate Business Plan (CBP) 2014-2018 at the Speke Resort Munyonyo in Kampala.

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 17 Board Members

Mr. Peter Ucanda - Chairman Mr. Peter Ucanda holds a Bachelors of Science (Hons) Degree in Geography & Botany and Diploma in Public Administration. He is a member of the International Personal Management Association and the African Association of Public Administration and Management. He has over 34 years of national and international experience in management, administration and leadership. He was a Permanent Secretary/Office of the Prime Minister, Director of National Population and Housing Census, Permanent Secretary/Ministry of Labour, Permanent Secretary Ministry of Defence, Permanent Secretary Office of the President, Head of Public Service and a consultant for CIDA for Botswana, Lesotho and Swaziland.

Mr. Eriasi Kiyemba - MD/CEO Mr. Eriasi Kiyemba holds a Masters of Science Degree in Engineering from Moscow University and a Masters of Science Degree in Electrical Power System Analysis from the University of Manchester Institute of Science and Technology, UK. He is a member of the Institute of Electrical and Electronics Engineers (IEEE). He has a wide experience in electrical engineering and management having risen through the ranks from Trainee Engineer in the unbundled Uganda Electricity Board (UEB) to Senior and Principal Control Engineer. He rose to the position of General Manager Transmission Services in the former UEB and has been the Managing Director of Uganda Electricity Transmission Company Ltd since its inception in 2001

Mr. Nicholas David Oluka - Member Mr. Nicholas Oluka is a former commissioner in the Ministry of Finance, Planning and Economic Development with vast knowledge in policy formulation and implementation. He also has extensive knowledge in Board matters, having been a Board member of the following entities; Uganda Printing and Publishing Corporation, Uganda Cotton Development Authority, Dairy Development Authority and Teso Diocese Development Office (Director)

Mr. Christopher Mugisha - Member Mr. Christopher Mugisha holds a Masters in Business Administration from the University of Ljbjana, Faculty of Economics – ICPE, Slovenia and is completing a Msc (Fin & Acc) from Makerere University. He also holds a Bsc from Makerere University. He is a financial and restructuring expert having participated in the turn-around of several public enterprises in the Country. He is currently the Director of Parastatal Monitoring Unit and the Accounting officer of Parastatal Monitoring/Privatization Unit of Ministry of Finance, Planning and Economic Development where he has risen through the ranks to the helm.

18 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 Eng. Paul Mubiru - Member Eng. Paul Mubiru holds a Bachelors of Science Degree in Mechanical Engineering from Makerere University, a Masters of Science Degree in Development Technologies from the University of Melbourne, Australia. He is a member of Uganda Institute of Professional Engineers. He has a long experience in the energy sector working for the Ministry of Energy and Mineral Development where for a long time he was a Commissioner for the Energy Department. He participated in the formulation of the Electricity Act 1999. He played an important role on behalf of Government in the negotiations of the Power Purchase and Implementation Agreements of the Bujagali Hydropower Project and other projects. Currently he is the Director for Energy and Mineral Development in the Ministry of Energy and Mineral Development.

Ms Sarah I. Timarwa - Member Ms. Sarah Timarwa holds Bachelors of law Degree from Makerere University, and a Diploma in Legal Practice from the Law Development Centre. She has a very wide experience in law and legal practice. She was a Principal State Attorney in the Ministry of Justice and Constitutional Affairs and a Senior Private Secretary to the First Lady of the Republic of Uganda. She was a Corporation Secretary of Uganda Posts and Telecommunication Corporation and a law lecturer, Department of Business Studies, Kenya Polytechnic. She is the Founder and Chief Executive Officer of Holistic Restoration Ministries, a ministry that focuses on the disadvantaged groups, mainly Widows, Orphans and other vulnerable persons. She has been the Eastern Africa Regional leader for Women of Global Action since the year 2000 to date.

Mr John Genda Walala - Member Mr. John Genda Walala holds a Bachelors of Commerce Degree in Accounting (Hons) from Makerere University, a Masters of Business Administration Degree from -Watt University, Edinburgh, UK and is a member of the Institutes of Certified Public Accountant of Uganda and Kenya. He has a wide experience in financial management and administration. He was the Chief Accountant of Uganda Breweries ltd, Manager Finance of Kibo Breweries Ltd and Commissioner Corporate Services, Uganda Revenue Authority. He was a member of Electricity Disputes Tribunal, a tribunal responsible for disputes resolution in the power sector. He is a lecturer of Professional Ethics and Values at Management and Accountancy Training College and is currently the Director of Local Government Inspection at the Ministry of Local Government.

Mr. Dennis Wamala Representing Company Secretary, M/S Kateera & Kagumire Advocates Mr. Wamala holds a Bachelors of Law Degree from Makerere University and a Diploma in Legal Practice from the Law Development Center. He has extensive knowledge in Law and Legal Practice, particularly in the Energy sector and Corporate Governance. He has practiced with Kateera and Kagumire Advocates since 1999 and is a senior partner with the firm.

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 19 Management Team

Eriasi Kiyemba Willy K. Kiryahika Managing Director/CEO Deputy Chief Executive Officer

Valentine Katabira Boneventura Buhanga George Rwabajungu Manager, Operations Manager, Planning & Investment; Manager, Finance, Accounts & Maintenance & Sales

Frederick C. Zesooli Martin Erone Peter Igibolu Manager, Human Resource Manager, Corporate Services Manager, ICT & Administration

Edward Muganyizi William Nkemba Manager, Internal Audit Manager, Projects Implementation

20 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 UETCL Board of Directors Seated is the Board Chairman Mr. Peter Ucanda and Board member Ms Sarah Timarwa. Standing right to left are Board members Mr. John Genda Walala, Mr. Denis Wamala (Representing the company Secretary), MD/CEO Mr. Eriasi Kiyemba, Mr. Paul Mubiru, Mr. Christopher Mugisha and Mr. Nicholas David Oluka.

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 21 Chairman’s Statement

General Overview Our Dear Shareholders, on behalf of the Board it is my honor to present to you an overview of the execution of our strategies and performance during the year 2015.

The year under review was very challenging for the Power Sector, characterized by slow growth in demand and depreciation of the shilling against the dollar that impacted negatively on our financial performance. Notwithstanding this, we continued to engage in activities that ensured the existence of a robust and resilient transmission grid to meet the power needs of the Country and the region at large.

Power Supply Situation: depreciation of the shilling. Overall the company posted During the year 2015, a total of 3,333.6 GWh was a net loss for the year of 96.62bn of which Shs82.9 bn is purchased by the Company from various generation attributable to foreign exchange losses. plants compared to 3,202.6 GWh purchased in 2014, representing a growth of about 4.1%, which was below Policy and regulatory overview: the expected growth of 10%. This was mainly due to the The Company operates in a dynamic business slowdown in economic activity which in turn influenced environment influenced by macroeconomic, socio- energy consumption. In addition, growth in Gross political, and regulatory factors among others. Provision Domestic Product has relatively stagnated at 5.3% since of reliable and affordable electricity remains a top the year 2013. priority for the government with significant funding channeled towards development and refurbishment of The Company continued to enjoy sustainable infrastructure and acceleration of generation expansion. energy supply, with the costly thermal power Plants The increased attention from government has contributing only 2.2% to the generation mix, Large continued to attract development partners including Hydro Plants contributed 82.4%, Mini-hydros 8.9%, co- private investors seeking partnerships and opportunities generation bagasse Plants 5.1% and Imports 1.5%. This is in the sector with focus on a long-run sustainability of a step in the right direction towards achievement of the generation capacity in the country. company’s vision, as well as fostering economic growth in the country. Grid Infrastructure Development: Accelerated grid infrastructure development continues Financial Performance: to be the company’s strategic focus area, with the The financial environment of the Company in 2015 was objective of ensuring timely execution of investments equally very challenging. The financial performance was and promotion of new least cost power production to constrained majorly by the deprecation of the shilling eliminate the socio-economic costs that accrue from load against the United States Dollar by over 20%, from USh shedding and use of non-renewable energy sources due 2,779.7/US$ which was the base rate for the 2015 tariff to to lack of access to the main grid. The many investments USh 3,357.1/US$ at the end of the year 2015. This greatly that are on-going and planned mean that UETCL needs affected the cash flow situation of the company since stronger focus in the project implementation phase to the Company receives its revenue in Uganda shillings meet the expectations of all stakeholders. yet pays most of the power generators in Dollars. Occupational Health and Safety: Total revenue for the year was USh 788.3bn, a 5% increase Our adherence to health and safety principles continues from 2014. However energy purchases cost were USh to be a priority. Staff are continuously advised on the 772.7bn, a 26% increase from 2014 majorly due to importance of safety and are required to perform their

22 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 activities in line with specified rules. I am happy to report Our immediate focus will be on fast-tracking the that during the year, the Company did not register any implementation of ongoing and planned system fatal accident. expansion and network upgrade projects to provide transmission capacity for the expected increase in Funding Partners: generation capacity as well as adopt strategies to We acknowledge the support of our development improve system efficiency. partners who have committed finances to enable UETCL pursue the construction of various transmission line Dividends projects and substations. These projects are required for Due to the need to set the company on a recovery path the efficient transmission of power as well as evacuation from its current and previous operating losses, the Board of power from the upcoming generation plants across of Directors, do not recommend payment of dividends the country. to the Shareholders for the year ended 31st December 2015. We are equally appreciative of Government of Uganda for providing the counterpart funds for the acquisition of Conclusion: the right of Way and Wayleaves through compensations On behalf of the Board, I would like to thank all the and construction of houses for the vulnerable Project Independent Power Producers and Distributors, the Affected Persons. Government of Uganda, Development partners and all stakeholders who have continued to support the sector. Future Outlook: On behalf of the Board, I also express sincere gratitude to We anticipate that electricity demand will grow owing to the Management, Staff, Electricity Regulatory Authority, increased economic activities including implementation Power generators, power distributors, development and of energy intensive projects and through accelerated business partners for their support and contribution customer connections. We recognize that availability towards the Company performance in the financial year of adequate, reliable and affordable electricity is vital in 2015. enhancing the country’s attractiveness to investors.

In this regard, in conjunction with government and our development partners in the sector, we are investing heavily in projects aimed at providing affordable adequate generation, transmission and distribution capacity. ………………………….. Peter Ucanda As we move into the future, we remain focused on Chairman, Board of Director strategies that enable us to take advantage of emerging opportunities for business growth and sustainability.

Upgrade of Masaka West 220/132/33kV Substation

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 23 Report of the Managing Director/ CEO

During theDear past Shareholders year, UETCL ,made great strides toward achieving our vision of Itbeing is my a distinctleading pleasurestrategic tobusiness present partner to you in the the annual transmission report and singlefor thebuyer year business. ended 31stIt is December well known 2015. that I have the thedemand pleasure for electricityto notreport only that in duringUganda, the but year, throughout we continued the toEastern maintain African our region, isfocus outstripping on the deliverysupply. Allof highpower quality utilities service, in the regionby progressively including UETCL havecreating therefore more initiated value for generation the Company and transmission and ultimately projects for the to increase shareholder.capacity to meet the ever increasing demand for electricity.

As we continueIn the year to consolidateunder review, the the company’s demand objectivefor electricity of being was financiallyconsistently sustainable below and theefficient available in generationexecution of capacity the single and buyerhence and transmissionthe country business, continued I am very to pleased enjoy surplus to report generation that our capacity, Company continued to post positive financial results, with a net profit of Shs 16.3bn as compared to a net profit of Shs 25.4bn in the previous year. Financial Performance The Company pursues strategies focused on achieving financial stability and sustainability and giving reasonable return to shareholders for their investment. In order to achieve these objectives, the Company focuses on ensuring that cost-reflective electricity tariffs are approved to meet revenue requirement, as well as enhancing operational efficiency and reducing system losses.

UETCL experienced significant cash-flow challenges during the year, which was mainly attributable to the depreciation of the shilling against the United States Dollar. During the year, the shilling depreciated by over 20%, from a base rate of USh 2,779.7/US$ considered in determination of the 2015 tariff to USh 3,357.1/US$ at the end of the year 2015. This caused liquidity challenges for the Company since the Company receives its revenue in Uganda shillings yet pays most of the Independent Power Producers (IPPs) in foreign currencies. Overall the company posted a net loss for the year of Total revenue during the year increased by 5%, to USh 96.62bn of which Shs82.9 bn is attributable to foreign 788.3bn, however energy purchase costs also increased exchange losses. by over 26% to USh 772.7bn in 2015 mainly due to the depreciation of the shilling.

The highest domestic demand registered was 520.7MW recorded in December 2015, compared to 508.3MW registered in November 2014 representing a 2.4% growth, a lot lower than the expected demand growth of 8-10%.

24 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 During the year, Government continued to fund the capacity charges to the thermal power plants and this amounted to Shs 75.97bn.

Operational Performance Power Supply Situation During the year 2015, optimized available generation capacity consistently remained above power demand with reserve margins for most of the time. The highest registered total system demand including exports to Tanzania and Kenya was 560.1MW compared to 549.8MW in 2014. The highest domestic demand registered was 520.7MW recorded in December 2015, compared to 508.3MW registered in November 2014 representing a 2.4% growth, a lot lower than the expected demand growth of 8-10%. Energy Sales Volume increased by 4% to 3,218.5 GWh For the year 2015 there was no scheduled load shedding from 3,098.71 GWh in the previous year. on account of generation capacity constraints as the available generation outstripped demand all the time. The isolated cases of load shedding in the year were attributed mainly to distribution system constraints.

System Maintenance Currently UETCL network has a total length of 1,616Km consisting of 220kV, 132kV and 66kV transmission lines and 17 Substations with a total capacity of about 1,000 MVA across the country. In 2015, a total of 3,334.6 GWh was purchased from During the year, the network recorded an average the various generators compared to 3,202.6 GWh system availability of 98.66% compared to 99.33% in representing a growth of 4.1%. This was below the 2014. The slight drop in Grid availability for 2015 was expected growth of 10% mainly due to constraints in primarily due to the shutdown of the Bujagali-Kawanda the distribution infrastructure as well as lower than 1 transmission line to create a safe working area for anticipated industrial/manufacturing activity during the contractors undertaking substation extension works at year. the Bujagali switchyard. The gross unsupplied energy due to transmission grid faults was 2.8 GWh compared to 3.5 GWh in 2014, while For the year 2015 there was no the gross unsupplied energy due to transmission grid scheduled load shedding on account shutdowns was 2.1 GWh compared to 8.7 GWh in 2014. of generation capacity constraints as Building a Robust Transmission Infrastructure the available generation outstripped During the year under review, UETCL continued with the demand all the time. implementation of several system improvement projects aimed at expanding the infrastructure and enhancing service delivery.

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 25 In order to attract further private participation in the power sector, UETCL is committed to expanding the grid as demonstrated by the following projects that were at different stages of implementation by end of year 2015.

Expected Date No Transmission Lines Related Substations Works and Capacity Financier of operations Bujagali Switch Yard 1 - 2X250MVA Bujagali Switchyard ad related Sub AfDB 2016 Upgrade 220kV/132kV

- Extension of 20MVA Mbarara North Mbarara-Nkenda 2 - 2X10MVA Nkenda Substations by two 132 kV feeder bays, AfDB 2017 132kV, 160Km - New Fort Portal Substation, 2x15/20MVA,

- Extension of existing Tororo and Lira Substations by 3 Tororo-Lira132kV, 260Km AfDB 2017 two132 kV feeder bays

Bujagali-Lessos (NELSAP) - Extension of Bujagali Switchyard and Extension of JICA & 4 2017 220/kV, 127Km existing Tororo Substation AfDB

Mbarara-Mirama (NELSAP) - New Mbarara 60 MVA & JICA & 5 2017 220/kV, 66Km - New Mirama 60MVA Substations AfDB

- Extension of existing Nkenda Substation, Nkenda-FortPortal-Hoima - New 2X132/33 kV, 40MVA Hoima Substation; AFD & 6 2017 132kV, 234Km - Installation of control, protection and communication NORAD equipment at Fort Portal

- Upgrade of Kawanda Substation to 220kV (2X250MVA), Kawanda-Masaka 7 - Upgrage of Masaka Substation to 220kV (2X125MVA), IDA 2017 220kV, 137Km - Installation of Shunt Reactors at Mbarara

- Upgrade of Kawanda Substation to 400kV (6 x 217 MVA 400/220/33kV) Karuma-Interconnection EXIM Bank 8 - 40MVA Karuma Substation 2018 Project 400kV, 375 Km of China - Lira Substation Expansion, - 2 x 20MVA Olwiyo Substation

Isimba Interconnection - New 132/33 kV S/S Isimba with 132kV line bays and EXIM Bank 9 2018 132kV, 42Km - Extension 132 kV S/S Bujagali with 132kV line bays of China

- 2X32/40MVA Gulu S/S, Lira-Gulu-Agago/ 10 - Lira newly proposed S/S 2X32/40MVA, GoU 2018 Achwa132kV, 120Km - Agago 132kV AIS switchyard extension

Opuyo-Moroto - Extension of 10MVA Opuyo Substation and 11 IDB 2018 132kV, 160Km - New 2X32/40MVA Moroto Substation - New Kabale 2X32/40MVA Substation, Mirama-Kabale 12 - Extension of Mirama Substation with 2 Overhead line IDB 2019 132kV, 85Km Feeders Mutundwe-Entebbe - 2X50MVA Entebbe Substation, 13 KFW 2019 132kV, 35Km - Extension and upgrade of Mutundwe by two line bays Upgrade of 132/33kV - 3X40MVA Substation to improve reliability within the 14 JICA 2017 Queens way substation central Business District of K’la

Improve reliability at the following proposed industrial substations - 2X40MVA at Iganga Substation GOU/ 15 Industrial Parks 2018 - 3X63MVA at Mukono Substation Exim Bank - 3X40MVA at Luzira Substation - 3X63MVA at Namanve Substation

26 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 Regional Grid Interconnection Projects: Future Outlook The Company is also actively involved in various regional The future holds great promise for UETCL, with numerous grid interconnection initiatives aimed at improving opportunities for business growth and expansion. security of supply as well as accessing electricity from This is due to the large untapped hydro potential, the regional markets. The objectives of these initiatives are many transmission lines projects under construction, as optimization of the usage of energy resources available well as enabling policy framework, which will help to in the region, as well as cross border power exchange. move towards a cost reflective tariff and elimination of These projects are summarized below Government subsidy in the medium term.

Project Length (KMs) Expected Commissioning Date Projects Committed for Construction Bujagali-Tororo-Lessos 220 kV Line 127 2017 Mbarara-Mirama-Birembo 220 kV line 66 2017 Projects with Completed Feasibility Studies Masaka-Mutukula-Mwanza 220 kV 85 2020 Projects for Feasibility Studies Nkenda- Beni- Bunia 220 kV 70 2021 Karuma Nimule- Juba 400 kV 190 2021

Occupational Health and Safety In this regard, the Company during the year negotiated The board and management of Uganda Electricity and executed 15 Power Purchase Agreements with Transmission Company Limited is committed to total installed capacity of 877.09 MW to meet the future providing quality and reliable bulk electricity in a manner power supply. that upholds the Health and Safety of its employees, customers, contractors and the public. In order to evacuate the above, the Company plans to add onto the current grid, 4,140 Km of circuit length and Through the Safety, Health and Environmental Policy in a total of 103 Transformers, with a total transformation place, the company put in place measures, procedures capacity of 9,593 MVA in a total of 55 substations from and practices to ensure that a safe working environment the current 17 substations between 2016 and 2021. is created and maintained in line with all the national statutory regulations. Measures have also been put in place to promote environmental protection in all transmission activities.

The employees and stakeholders including the general public are always sensitized and empowered to be able to anticipate, evaluate and respond to Health and Safety risks appropriately to protect their lives, people around them and their assets at all times.

The company maintained a zero fatality work environment in 2015.

Project and System Management Challenges Several challenges have presented themselves in the execution and management of the projects and the existing transmission network. The major challenges arise from the acquisition of the right of way (ROW) corridor with most Project Affected Persons rejecting the Chief ... the company put in place measures, Government Valuer’s valuation, large and increasing procedures and practices to ensure a project portfolio, inadequate staffing, vandalism of the safe working environment is created towers, wayleaves encroachment and delayed release of and maintained in line with all the Government counterpart funds to effect compensations national statutory regulations. to the agreeable Project Affected Persons (PAPs). The above have to a certain extent delayed timely execution and completion of projects on budget and time.

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 27 Resources have been identified through funding by Development, the Board of Directors, the sector Government, Development Partners and the tariff. Regulator, ERA, staff and all our development Partners Strategic and Grid Development plans have been for the goodwill and constructive engagement we have devised to expand the business and also improve quality had from them and their support to UETCL during yet of service. These strategies, and the continued support another challenging year. of the Board of Directors, the Government, Development partners, loyal staff and other stakeholders, will propel the Company to achieve its vision and licensed mandate. Conclusion

On behalf of Management, I express my profound ………………………….. gratitude to the Government of Uganda, Sector Eriasi Kiyemba Ministry, Ministry of Finance Planning and Economic Managing Director/CEO

Kawanda 220kV/132 substation

28 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 UETCL Present & Future Transmission Network With Substations

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 29 Health, Safety & Environment

UETCL is committed to providing a safe and healthy workplace for all our employees. The Board and Management of Uganda Electricity Transmission Company Limited regard the health and safety of its employees, customers, contractors and the general public with utmost importance. The Company strives to ensure that work is carried out by all stakeholders in a safe and proper manner.

KEC engineers constructing the Kawanda Masaka 220kV transmission line.

Accordingly management commits itself to ensure the (vi) That all accidents including near accidents and following at all times: dangerous occurrences are investigated and remedial action taken. (i) The company provides a safe and healthy working environment in which all employees, visitors and (vii) Pollution of the environment resulting from contractors are aware of the need to observe safe Company activities is mitigated. practices to prevent injury to themselves and others. (viii) A Safety Rules and Regulations Manual is maintained and made available to all employees (ii) As a minimum to comply with statutory requirements and company safety, health and (ix) The Company continually improves Safety, Health environmental rules & regulations where these and Environmental programs and performance exceed the statutory requirement. through periodic evaluation and implementation of appropriate corrective and preventive actions. (iii) There exist safe, healthy and environmentally sound working procedures and practices, continually (x) There is an established Health & Safety Committee monitoring their implementation for all workers, that consults in a cooperative spirit to identify and workplaces and public interface points. resolve safety and health problems in support of the Company’s Safety and Health programs and (iv) Employees are adequately trained to efficiently regulations. carry out their work in a safe, healthy and environmentally friendly manner and that they are Management is vested with the full responsibility made aware of any special safety requirements in of ensuring an effective healthy and safe working their work area including emergency situations. environment in the Company. In addition, it is the responsibility of employees, contractors, customers and (v) Harmonious co-operation and communication is the general public to comply with all safety procedures promoted between employees and management, and practices as established by the Company and take ensuring that there is immediate implementation reasonable care at all times not to do anything or create of viable suggestions related to health, safety and any condition that will endanger their lives, communities the environment. around them and the assets of the Company.

30 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 Statement on Corporate Governance

Businesses operate in an increasingly fragile socio-political and economic environment and adoption of good governance practice is core to ensuring the creation, protection and enhancement of shareholder value and for sustainability of the business while taking into account the interest of other stakeholders. Corporate governance entails the process and structures used to direct and manage the business affairs of company, the respective roles of the Board of Directors and management and the framework for internal controls.

It involves balancing the interests of the Company’s many stakeholders, such as shareholders, directors, Business transactions involving Directors or their related managers, customers, financiers, government and the parties are carried out at arm’s length. Directors are community. required to disclose any transaction in which they have interest and which would constitute a conflict of interest The Directors and management of the Company regard and to abstain from voting when such matters are being corporate governance as pivotal to the success of the considered. business and are unreservedly committed to ensuring that good corporate governance is practiced so that the Responsibilities company remains a sustainable and viable business of global stature. This statement sets out the main corporate The chairman is primarily responsible for providing governance practices and structures in the Company. leadership to the Board and ensuring that it is supplied with sufficient information in a timely manner to enable it to discharge its duties. The Managing Director is Board manual, charter and code of conduct responsible for the day to day management of the The Board has in place a Board Charter, which sets out Company. the collective and individual powers, duties, obligation, responsibilities and liabilities of the Directors. The Board The primary responsibilities of the Board include: charter seeks to ensure the effectiveness of each Director’s contribution in the governance of the company by facilitating . Establishment of short and long-term goals of the full and free exercise of independent judgment and professional Company and Strategic plans to achieve those competencies. The Board of Directors of UETCL has the following goals; roles: . Ensuring preparation of the annual financial . Provide entrepreneurial leadership for the statements; company within a framework of prudent and effective risk management. . Approval and review of the annual budgets; . Set the Company’s strategic goals . Setting and periodically reviewing key performance indicators and management performance . Make sure that necessary resources (material, financial & human) are in place for the Company Directors have full access to the advice and services to meet its objectives. of the Company Secretary, who is externally sourced. To function effectively, the Board is given full and . Set the Company’s values and standards timely access to relevant information. Training and . Make sure that the Company’s obligations to its development of Directors and staff is an important shareholders are understood and met part of our corporate strategy. Directors attend training tailored to equip them with skills and knowledge that Constitution of the Board of Directors they require in discharging their responsibilities. The Board consists of seven Directors, including the Managing Director /Chief Executive Officer. Six of the Board Workplan and Meetings Directors are non-executive. Directors possess a broad The Board meets at least once a quarter or more mix of skills, age, qualification, and experience required often in accordance with requirements of the business. to direct the Company to achieve its strategic goals. Adequate notice is given for each Board meeting Their biographies are shown on page 18-19. and Directors receive detailed papers on issues to

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 31 be discussed in good time before the meeting. The Board held a total of 16 full Board meetings, 4 Joint Board & Management meetings, 13 Finance & Administration Committee meetings, 10 Technical Committee meetings and 7 Audit Committee meetings during the year, which were very well attended as shown below:-

MEETINGS ATTENDED IN 2015 MEMBERSHIP (Total No. of Meetings = 16) Mr. Peter Ucanda - Chairman 16 Mr. Eriasi Kiyemba- MD/CEO 15 Mr. John .G. Walala-Member 14 Mr. Nicholas Oluka - Member 16 Eng. Paul Mubiru - Member 14 Mr. Chris Mugisha - Member 11 Ms. Sarah Timarwa - Member 15 Mr. William K Kiryahika –Stand in for MD/CEO 4 Mr. Dennis Wamala - Secretary 16

Joint Board and Management Meetings

QUARTERLY REPORTING MEETINGS ATTENDED IN 2015 MEMBERSHIP (Total No. of Meetings = 4) Mr. P. Ucanda - Chairman 4 Mr. E. Kiyemba- MD/CEO 3 Mr. J.G. Walala-Member 3 Mr. Chris Mugisha- Member 4 Eng. P. Mubiru - Member 4 Mr. Nicholas Oluka - Member 4 Ms. S. Timarwa - Member 4 Mr. D. Wamala - Secretary 4

Board Committees A number of standing committees exist in order to assist the Board and management fulfill their responsibilities. Each committee operates within the ambit of defined terms of reference assigned to it by the Board. During the year, the Board had the following standing committees..

Finance and Administration Committee The committee’s mandate is; a) To consider management proposals concerning staff strength, recruitment, confirmation, promotion, deployment, development, procedures, discipline, and remuneration structure for staff in general, reviewing the structure of the company and reporting relationships from time to time before they are presented to the Board for consideration. b) Supervise the Company’s finance discipline by examining financial plans, commitment performance, review budget as presented by management, as well as the procurement policy and ensuring that final accounts are presented and submitted for audit before they are presented to the Board for consideration. c) Review supply chain for effective and efficient provision of goods, works and services, review the company’s procurement plan, related financing plan cost saving initiatives and sourcing strategies.

32 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 During the year, the committee held a total of 13 meeting

MEETINGS ATTENDED IN 2015 MEMBERSHIP (Total No. of Committee Meetings = 13) Mr. P. Ucanda - Chairman 13 Mr. E. Kiyemba 8 Mr. Chirs Mugisha 8 Mr. J.G. Walala- Co-opted 2 Mr. William K Kiryahika stand in for MD/CEO 6 Mr. Nicholas Oluka – Co-opted 1 Mr. D. Wamala – Company Secretary 13

Technical Committee The committee’s mandate is; a) To oversee and consider proposals projects and monitor all projects and major construction/maintenance work on all the Company’s undertakings before they are presented to the Board for consideration. b) To review terms, capacity and compliance, renew expired power purchase agreements and review new power purchase agreements c) To review and consider proposals relating to the development and implementation of the company’s grid development plan before such proposals are presented to the Board for consideration.

During the year, the committee held a total of 10 meetings

MEMBERSHIP MEETINGS ATTENDED IN 2015 (Total No. of Committee Meetings = 10) Eng. Paul Mubiru- Chairman 10 Mr. E. Kiyemba 8 Ms. S. Timarwa 10 Mr. D. Wamala – Company Secretary 10 Mr. William K Kiryahika stand in for MD/CEO 2

Audit Committee The committee operates within the ambit of defined terms of reference assigned to it by the Board. The terms are contained in the Audit Committee Charter, and contain the following; a) Review the policies and procedures established by Senior Management to assess and monitor implementation of the company’s strategic business plan and the operating goals and objectives b) Review with senior management and the external auditors on completion of the annual audit of the company’s annual financial statements c) Assess the fairness of the preliminary and interim statements and disclosures, and obtain explanations from management and internal audit

During the year, the committee held a total of 7 meetings

MEMBERSHIP MEETINGS ATTENDED IN 2015 (Total No. of Committee Meetings = 7)

Mr. J.G. Walala - Chairman 6 Eng. P. Mubiru 6 Mr. N. Oluka 7 Mr. D. Wamala – Company Secretary 7

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 33 Executive Management Committee true and fair view of the state of affairs of the Company as at the The executive Management Committee is chaired by end of the financial year, and of the statement of comprehensive the Deputy Chief executive Officer and the membership income of the Company for the period. The Directors are includes, in addition to the Managing Director, heads responsible for ensuring that suitable accounting policies are of departments reporting to the Managing Director. consistently applied, supported by reasonable and prudent The Committee meets at least twice a month to review judgments and estimates and those applicable accounting performance, and to consider policy and business issues, standards are followed. including strategic measures, while also reviewing papers before they are presented to the Board for The Directors are responsible for ensuring that the Company consideration and approval keeps proper accounting records, which disclose with reasonable accuracy at any time the financial position of the Company and Directors’ Remuneration enable them to ensure that the financial statements comply with Directors are paid a monthly retainer and sitting the Companies Act. They also have the general responsibility of allowance as set out by the shareholders. Details of safeguarding the assets of the Company and to prevent and Directors’ remuneration are set out in the report on Page detect fraud and other irregularities. 94. The Directors’ fees payable each year are supposed to be within the limits approved by the Shareholders. There Risk Management were no Directors’ loans at any time during the year. The board adopted corporate governance as a strategic response to risk management. In this regard, the Internal Controls Company has documented the processes of identifying The Directors acknowledge their responsibility as set and documenting its risk profile, rank and rate the out on page 48 for the Company’s system of internal risks and set in place mitigation and risk management financial control, including taking reasonable steps to strategies. ensure that the systems are being maintained. Internal control systems are designed to meet the particular needs of the Company, and the risks to which it is exposed with procedures intended to provide effective internal controls. However such a system can only ………………………….. provide reasonable, but not absolute, assurance against Peter Ucanda material misstatement Chairman, Board of Directors Accountability and Audit Directors’ responsibilities in relation to financial statements

In addition to the fiduciary duties and the duty to exercise care, skill and diligence, the Company law requires the Directors to prepare financial statements for each financial year, which give a

Engineering contractor constructing a high voltage transmission tower.

34 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 UETCL RISK STATEMENT FOR 2015

Risk Management and Control Risk Management is a fundamental element of UTECL’s business at all levels and is embedded into business planning and controlling processes of the company. The Company’s risk management framework is managed by an oversight structure involving executive management and the Audit Committee Generally the company recognises risk management as an integral component of good management and governance.

The company has a risk register which is develped by but championed by Internal Audit Department headed rigorous internal processes and consultations with by the Manager who technically reports to the Audit departments,sections and units. The risk register is Committee of the Board and administratively to the discussed by the executive management and then Managing Director/Chief Executive Officer. approved by the Board.The company has put in place a risk reporting mechanism where by all strategic Risk assessment during 2015 risks which may impede the company in achieving its During the year 2015, the company conducted an objectives are reported on a quarterly basis to the Board annual risk assessment exercise that involved internal for action. stakeholders in particular heads of departments, sections and units within the company to brainstorm on The company internal audit function independently the risks that could have an effect on UETCL operations. audits the adequacy and effectiveness of the company’s The outcome was a risk register together with mitigation risk management and control framework. Thereafter measures which were later approved by the Board. the department reports its findings of the audit on a quarterly basis to the Audit Committee of the Board and During the year management continued to implement thereafter to the full Board. risk management strategies to mitigate the risks from likelihood of occurrence and its impact. Overtime due to the emergency of complex, challenging internal and external risks management has had to However despite management efforts the company adopt systematic and embedded risk management continued to be exposed to financial, foreign exchange, framework. regulatory and wayleaves encroachment risks.

Responsibility for Risk Management Need for Continuous Improvement in Risk management The Board of Directors of UETCL is committed to In order to improve decision making UETCL management continually improving risk management framework, is systematically progressing towards making Risk capabilities, and culture across the company so as to management to become completely an integral and ensure the long-term growth and sustainability of the critical part of the total management and decision business. The Company’s Board of Directors have the making processes of the company. The company ultimate responsibility for risk management, which intends to procure software to continuously assist staff includes setting the tone at the top and ensuring that update and monitor the risk register together with the the risk management framework and internal controls mitigation measures. are effectively implemented. It has delegated its risk- related responsibilities primarily to the Audit committee Therefore risk management challenges over next few focusing on all aspects of risk management. years could include developing a more integrated framework and systematic approach for riskk Business Strategy and Risk management management and mitigation which wil require financial During the review of the corporate business plan 2015- investment. 2018 the company identified goals and objectives to be achieved during the period with defined key success We also realise the need for a communication plan for factors and key performance indicators. Therefore in line both internal and external stakeholders ,which plan with good corporate governance, the company linked should address issues relating to both the risk itself and and integrated systematic risk management within the process to manage it. UETCL’s business strategy and operations. Currently risk management is a collective responsibility Theres need for more effective internal and external

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 35 communication which is important to ensure that those to controls and opportunities that are translated into responsible for implementing risk management, and actions. The framework will outline UETCL’s approach those with a vested interest, understand the basis on as to identification, analysis, evaluation, treatment, which decisions are made and why particular actions mitigation and monitoring of risks to achieving our key are required. business objectives.

UETCL in particular intends to improve its Enterprise Therefore we have already begun this more sophisticated wide Risk Management (ERM) framework consistent path and have come up with mid and long range plans with the Committee of Sponsoring Organisations to implement an enterprise wide risk management (COSO), a worldwide recommended Corporate program. Investment in risk management will generally Governance approach. This framework further examines increase substantially in the coming years. the alignment of UETCL’s objectives to risks, and the risks

36 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 Mbarara North 132/33kV substation FINANCIAL STATEMENTS AND THE REPORT OF THE AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2015

Uganda38 Electricity Transmission Company Limited | ANNUAL REPORTUganda 2015 Electricity Transmission Company Limited | ANNUAL REPORT38 2015 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 39 40 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 41 42 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 43 44 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 45 46 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 47 48 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 49 50 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2015

Note 2015 2014 Ushs’Mn Ushs’Mn Restated

Revenue 7 788,321 750,328 Cost of sales 8 (772,743) (611,752) Third party collection charges 9 (36,346) (59,330)

Gross (loss) / profit (20,768) 79,246

Other operating income 10 40,761 54,994 Total income 19,993 134,240

Expenses Grid maintenance expenses 11 (7,222) (5,465) Administrative expenses 12 (54,955) (81,686) Foreign exchange losses (82,864) (25,017)

Operating (loss) / profit (125,048) 22,072

Finance costs 14 (759) (2,214)

(Loss) / profit before tax (125,807) 19,858 Income tax credit /(expense) 15(a) 29,191 (3,262)

(Loss) / profit for the year (96,616) 16,596

Other comprehensive income Other comprehensive income not to be reclassified to profit or loss in subsequent periods: Fair value gain on revaluation of plant and equipment 16 (89) 149,501 Tax on fair value gain 27 (44,850) Total other comprehensive income not to be reclassified to profit or loss in subsequent periods (62) 104,651

Total comprehensive (loss) / income for the year, net of tax (96,678) 121,247

Basic and diluted earnings per share 31 (840) 1,053

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 51 7

UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2015

2015 2014 2013 Note UShs’Mn UShs’Mn UShs’Mn ASSETS Restated Restated

Non-current assets Property, plant & equipment 16 1,042,286 776,001 427,207 Prepaid operating lease rentals 17 19,119 19,671 26 Intangible assets 18 1,348 1,479 1,640 Deferred tax asset - - 7,034 1,062,753 797,151 435,907 Current assets Current income tax recoverable 15(d) 4,069 2,256 - Inventories 20 17,489 11,314 9,789 Trade and other receivables 21 346,696 243,499 284,547 Cash and bank balances 22 178,287 313,383 246,081 546,541 570,452 540,417

TOTAL ASSETS 1,609,294 1,367,603 976,324

EQUITY AND LIABILITIES

Equity Issued capital 23 57,548 57,548 57,548 Capital pending allotment 24 331,059 331,059 - Asset revaluation surplus 104,589 104,651 - Accumulated losses (121,947) (25,331) (41,927) 371,249 467,927 15,621

Non-current liabilities Deferred income tax liability 19 14,149 43,470 - Government of Uganda contributions 25 257,299 209,743 225,449 Capital grants 26 102,868 55,470 68,199 Borrowings 27 453,703 236,139 326,461 828,019 544,822 620,109 Current liabilities Current income tax payable 15(b) - - 2,388 Trade and other payables 28 408,145 352,891 336,346 Employee benefit obligations 29 1,881 1,963 1,860 410,026 354,854 340,594

TOTAL EQUITY AND LIABILITIES 1,609,294 1,367,603 976,324

The financial statements were approved by the Board of Directors on………………...2016 and signed on its behalf by:

………………………….. ……………………… Director Director

52 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 8

) ) (62) 616 678 (778) Total 1,249 25,442 24,664 15,621 15,621 16,596 7 (9,043) 96, 96, 104,651 121,247 331,059 467,927 467,927 3 ( ( Ushs’Mn

------

(62) (62) & 17

4,589 Asset 16 surplus 104,651 104,651 104,651 104,651 10

Ushs’Mn revaluation Note

------4

2

Capital Note 331,059 331,059 331,059 331,059 pending Ushs’Mn allotment

) ) ) ) ) - - - 616 616 947 , (778) 25,442 24,664 16,596 16,596 losses 66,591 25,331 96, 96, ( (41,927) (41,927) ( (25,331) ( ( 121 Ushs’Mn (

Accumulated

------

23

57,548 57,548 57,548 57,548 57,548 57,548 57,548 Issued capital Note

Ushs’Mn 9

5 5

)

34 , net of tax of , net

loss 5

CHANGES IN EQUITY IN CHANGES

3

for the for the year

UGANDA LIMITED COMPANY TRANSMISSION ELECTRICITY UGANDA OFSTATEMENT ENDEDFOR YEAR THE 31 DECEMBER 201 201 January At 1 the year for Profit (Note Prior adjustment year (restated) income Total comprehensive (restated) 2013 December 31 At (restated) 2014 January At 1 Profit for the year stated) previously (as tax of net income comprehensive Other (restated) tax of net income comprehensive Total the year during Contributions (restated) 2014 December 31 At 2015 January At 1 Loss tax of loss, net comprehensive Other comprehensive Total 201 December 31 At

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 53 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2015

Asset revaluation surplus

The asset revaluation surplus arose on revaluation of grid assets and buildings in 2014. The fair value of the fixed assets was determined as at 31 January 2013 by Parsons Brinckerhoff Africa (Pty) Limited, a South African engineering professional services consulting firm. However, the whole exercise was finalised in the last quarter of 2013 and the amounts were incorporated in the Company’s books of account on 01 January 2014 and adjusted at 01 January 2015 after various reconciliations.

Capital pending allotment

During the Annual General Meeting held on 27 November 2014, the Shareholders of the Company passed a resolution and authorised the conversion of loans and Government of Uganda contributions (expended on completed and commissioned projects) into equity and the approved amounts totalled Ushs 331,059 million.

10

54 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2015

2015 2014 Note UShs’Mn UShs’Mn

Cash generated from operations 32 (81,170) 115,796 Income tax paid 15(d) (1,916) (2,253)

Net cash flows generated from operating activities (83,086) 113,543

Investing activities Purchase of property, plant & equipment 16 (281,443) (233,078) Purchase of intangible assets 18 (269) (240) Purchase of leasehold land 17 - (3,763) Proceeds from disposal of property, plant & equipment 6 139

Net cash flows used in investment activities (281,706) (236,942)

Financing activities Government contributions received 25 47,556 25,150 Capital grant received 26(a) 27,367 24,025 Capital grant received 26(b) 11,399 - Loans received 27 165,132 166,543

Net cash flows generated from financing activities 251,454 215,718

Net increase in cash and cash equivalents (113,338) 92,319 Cash and cash equivalents at 1 January 313,383 246,081 Net foreign exchange differences (21,758) (25,017)

Bank balances at 31 December 22 178,287 313,383

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 55

11

UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS

1. COMPANY INFORMATION

Uganda Electricity Transmission Company Limited is incorporated in Uganda under the Companies Act, 2012 of Uganda and the Public Enterprise Reform and Divestiture Act, as a limited liability Company, and is domiciled in Uganda. The address of its registered office is:

Uganda Electricity Transmission Company Limited P.O. Box 7625 Kampala Plot 10, Hannington Road

The Company is wholly owned by the Government of Uganda through the Minister of Finance, Planning & Economic Development and the Minister of State for Privatisation, Ministry of Finance, Planning and Economic Development.

The Company is licensed to operate and maintain high grid voltage transmission lines, as a system operator and bulk power purchaser and seller in the local market. It is also licensed to import and export power into and out of Uganda. Furthermore, it is licensed as a Public Infrastructure Provider.

2. BASIS OF PREPARATION

The financial statements of Uganda Electricity Transmission Company Limited have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB and the Companies Act, 2012 of Uganda.

For purposes of reporting under the Companies Act, 2012 of Uganda, the balance sheet in these financial statements is represented by the statement of financial position and the profit and loss account is represented by the statement of comprehensive income.

The financial statements have been prepared on a historical cost basis, except for certain assets and financial instruments that have been measured at fair value.

The financial statements are presented in Uganda shillings and all values are rounded to the nearest million (Ushs’Mn) except when otherwise indicated.

12 56 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. CHANGES IN ACCOUNTING POLICIES

(a) Changes in accounting policies and disclosures

The accounting policies adopted are consistent with those used in the previous year.

Standards issued but not yet effective

The standards and interpretations that are issued but not yet effective up to the date of issuance of the Company’s financial statements are disclosed below. These are the changes that the Company reasonably expects will have an impact on its disclosures, financial position or performance when applied at a future date. The Company intends to adopt these standards and interpretations, if applicable, when they become effective.

IFRS 9 Financial Instruments In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments which reflects all phases of the financial instruments project and replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early application permitted. Retrospective application is required, but comparative information is not compulsory. Early application of previous versions of IFRS 9 (2009, 2010 and 2013) is permitted if the date of initial application is before 1 February 2015. The adoption of IFRS 9 will have an effect on the classification and measurement of the Company’s financial assets, but no impact on the classification and measurement of the Company’s financial liabilities.

IFRS 15 Revenue from Contracts with Customers IFRS 15 was issued in May 2014 and establishes a new five-step model that will apply to revenue arising from contracts with customers. Under IFRS 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in IFRS 15 provide a more structured approach to measuring and recognising revenue. The new revenue standard is applicable to all entities and will supersede all current revenue recognition requirements under IFRS. Either a full or modified retrospective application is required for annual periods beginning on or after 1 January 2018 with early adoption permitted. The Company is currently assessing the impact of IFRS 15 and plans to adopt the new standard on the required effective date.

IAS 1 Disclosure Initiative – Amendments to IAS 1 - Effective for annual periods beginning on or after 1 January 2016.

The amendments to IAS 1 Presentation of Financial Statements clarify, rather than significantly change, existing IAS 1 requirements. The amendments clarify:

. The materiality requirements in IAS 1 . That specific line items in the statement(s) of profit or loss and OCI and the statement of financial position may be disaggregated . That entities have flexibility as to the order in which they present the notes to financial statements

13

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 57 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. CHANGES IN ACCOUNTING POLICIES

(a) Changes in accounting policies and disclosures (continued)

Standards issued but not yet effective (continued)

. That the share of OCI of associates and joint ventures accounted for using the equity method must be presented in aggregate as a single line item, and classified between those items that will or will not be subsequently reclassified to profit or loss Furthermore, the amendments clarify the requirements that apply when additional subtotals are presented in the statement of financial position and the statement(s) of profit or loss and OCI.

Other amendments and new standards which have been issued but are not yet effective, which the Company does not expect to have an impact on the financial statements, are listed below: . IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture – Amendments to IFRS 10 and IAS 281 . IFRS 11 Accounting for Acquisitions of Interests in Joint Operations – Amendments to IFRS 111 . IFRS 14 Regulatory Deferral Accounts1 . IAS 16 and IAS 41 Agriculture: Bearer Plants – Amendments to IAS 16 and IAS 411 . IAS 27 Equity Method in Separate Financial Statements – Amendments to IAS 271 . Improvements to International Financial Reporting Standards: 2012-2014 cycle (issued in September 2014)1

1Effective for annual periods beginning on or after 1 January 2016.

4. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgements

In the process of applying the Company’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

14 58 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS

4. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (CONTINUED)

Revaluation of property, plant and equipment The Company measures its grid assets and land and buildings at revalued amounts with changes in fair value being recognised in OCI. The grid assets and land and buildings were valued by reference to market-based evidence, using comparable prices adjusted for specific market factors such as nature, location and condition of the assets.

Fair value of financial instruments Where the fair value of the financial assets and financial liabilities recorded in the statement of financial position cannot be determined from active markets, they are determined using valuation techniques including discounted cash flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgments include considerations of inputs such as credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

Impairment losses on receivables The Company reviews its debts at each reporting date to assess whether an allowance for impairment should be recorded in the statement of comprehensive income. In particular, judgment by management is required in the estimation of the amount and timing of future cash flows when determining the level of allowance required. Such estimates are based on assumptions about a number of factors and actual may differ, resulting in future changes to the allowance.

Property, plant and equipment Estimates of residual values are made by management in addition to the estimates of expected useful lives of property and equipment.

The depreciation method reflects the pattern in which economic benefits attributable to the asset flows to the entity. The useful lives of these assets can vary depending on a variety of factors, including but not limited to technological obsolescence, maintenance programs, refurbishments, product life cycles and the intention of management.

Residual values of an asset are determined by estimating the amount that the entity would currently obtain from the disposal of the asset, after deducting the estimated cost of disposal, if the asset were already of age and in a condition expected at the end of its useful life.

The estimation of the useful life and residual values of an asset is a matter of judgment based on the past experience of the entity with similar assets and the intention of management.

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 59 15

UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

5. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is recognised at the fair value of consideration received or receivable taking into account contractually defined terms of payment and excluding taxes or duty. The following specific recognition criteria must be met before revenue is recognised:

 Optical fibre: Income is recognised upon leasing of cores to the customers and represents amounts billed excluding Value Added Tax or any other Government levies.

 Energy sales: Income is recognised upon billing of energy supplied to the distributors and represents amounts billed excluding Value Added Tax (VAT) or any other Government levies. The billing is done for each monthly billing cycle based on the units supplied as read on the boundary metres and at approved Bulk Supply Tariff (BST) rates.

 Government grants and subsidies: Government capital grants are recognised in the Statement of Financial Position and amortized over the periods necessary to match them with the depreciation costs related with the corresponding assets, on a systematic basis.

Government subsidies comprise of reimbursements received from the Government of Uganda towards capacity payments to power suppliers and are recognised as income in the Income Statement under Government of Uganda subsidies.

Revenue grants are presented as a credit in profit or loss under Statnett grant income.

 Grant income

Grant income relates to the amortized value of assets acquired through capital grants. Such assets are depreciated over their useful life and the corresponding amortised amount is credited to the income statement.

 Interest income: Interest income is accrued on a time basis, by reference to the principal outstanding and at the interest rate applicable unless collectability is in doubt.

(b) Accounting for leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

60 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 16

UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

5. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(c) Property, plant and equipment

Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be reliably measured. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Land, buildings and assets are measured at fair value less accumulated depreciation on buildings and grid assets and impairment losses recognised at the date of revaluation. A revaluation surplus is recorded in OCI and credited to the asset revaluation surplus in equity. Upon disposal, any revaluation reserve relating to the particular asset being sold is transferred to retained earnings.

The Company has also elected to transfer the revaluation surplus to retained earnings in full, upon disposal of the assets.

Depreciation is calculated on the straight line basis to write down the cost of each asset, or the revalued amount, toi its res dual value over its estimated useful life using the percentage (%) rates and or useful life:

(%) Transmission line – Wooden 2.2 Transmission lines – Metallic 2.0 Substations and related infrastructure 2.0 Pole plant and related infrastructure 20.0 Office machinery and equipment 20 Furniture & fittings 12.5 Buildings 1.7 Communication equipment 5.0 Computer equipment 33.3 Scada Equipment 6.6 Motor vehicles (Sedan) 20 Motor vehicles (Heavy) 10 Tools and equipment 12.5 Leasehold Over the lease period

The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposal of property, plant and equipment are determined by comparing the proceeds with the carrying amount and are taken into account in determining operating profit/loss.

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UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

5. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(d) Capital work in progress

All assets that are under construction or assembling in a project nature are classified as work in progress. Capital work in progress is included as part of property, plant and equipment and comprises of costs incurred on ongoing capital works relating to transmission lines and internal works. These costs include materials, transport, resettlement action plans, consultancies and labour costs incurred. When the project is completed the related assets are transferred to property, plant and equipment. Capital work in progress is not depreciated.

(e) Intangible assets

Intangible assets with finite useful lives that are acquired separately (software) are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost les s accumulated impairment losses

De-recognition of intangible assets: An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

(f) Impairment of non-financial assets

The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

For impairment of transmission lines and substations, a decline in the value of transmission lines would have ai s gnificant effect on the amounts recognised in the financial statements. Management assesses the impairment of the lines whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that are considered important which could make an impairment review necessary include the following:  Significant decline in the market value beyond that which would be expected from the passage of time and normal use.  Evidence from internal reporting that may indicate that the performance of the asset is or would be worse than expected.  Significant changes with the adverse effect on the Company have taken place during the period, or will take place in the near future, in the technology or market environment in which the Company operates.  The carrying amount of the net assets is more than its market capitalisation.  Evidence is available of the obsolescence or physical damage of an asset.

62 Uganda18 Electricity Transmission Company Limited | ANNUAL REPORT 2015

UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

5. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(f) Impairment of non-financial assets (continued)

 Significant changes with an adverse effect on the Company have taken place during the period or are expected to take place in the near future which will impact the manner or the extent an asset is used. These changes include plans to discontinue or restructure the operation to which an asset belongs or to dispose of an asset before the previously expected date. Management may reinforce, replace or upgrade transmission lines, substations and other installations after assessing evidence of the above key indicators of impairment.

Where an impairment loss subsequently reverses, the carrying amount of the asset 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 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.

(g) Inventories

The Company’s inventories consist mainly of consumables and are valued at the lower of cost and net realisable value. Cost is determined on the weighted average basis and includes transport, taxes and handling costs. Provision is made for obsolescent, slow moving and defective inventories.

Goods-in-transit

These are stated at cost.

(h) Translation in foreign currencies

Assets and liabilities expressed in foreign currencies are translated into Uganda shillings at the rate of exchange ruling at the end of each reporting period. Transactions during the year are converted at the rates ruling at the dates of the transactions. Gains and losses on exchange are dealt with in the income statement.

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 63 19

UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

5. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(i) Taxation

The income tax expense for the year comprises current and deferred income tax. Income tax expense is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income, in which case the income tax expense is also recognised in other comprehensive income.

Current income tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible.

Tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

Income tax relating to items recognized in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss.

Deferred income tax Deferred income tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognized for all taxable temporary differences, except where the deferred income tax liability arises from goodwill amortization or the initial recognition of an asset or liability and, at the time of the transaction, affects neither the accounting profit or the loss and except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income taxes are recognized for all deductible temporary differences, carry forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax assets and unused tax losses can be utilized; except where the deferred income tax asset relating to the deductible temporary differences arises from initial recognition of an asset or liability and at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and deferred tax assets are only recognized to the extent that it is probable that the temporary differences will reverse in the foreseeable future and tax profit will be available against which the temporary differences can be utilized.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled based on tax rates (tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognized in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss.

64 Uganda20 Electricity Transmission Company Limited | ANNUAL REPORT 2015

UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

5. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(j) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

i) Financial assets

Initial recognition and measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the asset.

The Company’s financial instruments include trade and other receivables and cash and bank balances.

Subsequent measurement

The Company’s financial assets are non-derivative financial assets with fixed or determinable payments. After initial measurement, the Company’s financial assets are measured at amortised cost using the EIR, less impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance income in the statement of comprehensive income. The losses arising from impairment are recognised in the statement of comprehensive income.

Trade receivables Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method

An estimate of provision is made against doubtful receivables based on a review of all outstanding amounts at the year end. Bad debts are written off during the year in which they are identified. The mov ement in the provision is recognised in the statement of comprehensive income.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Company’s statement of financial position) when the rights to receive cash flows from the asset have expired or the Company has transferred its rights to receive cash flows from the asset.

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UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

5. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(j) Financial instruments (continued)

Impairment of financial assets

The Company assesses, at each reporting date, whether there is objective evidence that a financial asset or a group of financial assets is impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred ‘loss event’), has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

Financial assets carried at amortised cost For financial assets carried at amortised cost, the Company first assesses whether impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Company determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognised are not included in a collective assessment of impairment.

The amount of any impairment loss identified is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The present value of the estimated future cash flows is discounted at the financial asset’s original effective interest rate.

The carrying amount of the asset is reduced through the use of an allowance account and the loss is recognised in the statement of comprehensive income.

ii) Financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability.

All financial liabilities are recognised initially at fair value and, in the case of borrowings and payables, net of directly attributable transaction costs. The Company’s financial liabilities include trade and other payables and borrowings.

Subsequent measurement

After initial recognition, the Company’s financial liabilities are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of comprehensive income.

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UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

5. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(j) Financial instruments (continued)

ii) Financial liabilities (continued)

Subsequent measurement (continued)

Borrowings After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Amortised cost is calculated by taking into account any issue cost and any discount or premium on settlement. Finance charges including premiums payable on settlement or redemption are accounted for on an accrual basis and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. Loan interest accruing during the construction of a project is capitalised as part of the cost of the project.

Trade payables Trade payables are stated at their nominal value.

Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

iii) Offsetting financial instruments:

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when there is a legally enforceable right to offset the amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously.

(k) Provisions

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and are reliable estimate of the amount can be made. When the Company expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.

(l) National Social Security Fund

The Company contributes to the statutory retirement benefit scheme established under the National Social Security Fund (NSSF) Act. This is a defined contribution scheme under which the Company contributes 10% of the employees’ salaries. The Company's contribution during the year is charged to the statement of comprehensive income.

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UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

5. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(m) Other employee benefits

Employee entitlements to gratuity and leave pay are recognised when these accrue to employees. A provision is made for the estimated liability for such entitlements as a result of service rendered by employees up to the end of each reporting period.

(n) Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at banks and on hand.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents, as defined above.

(o) Share capital and equity

Ordinary shares are classified as equity. An equity instrument is any contract that evidences a residual interest in the assets of any entity after deducting all its liabilities. Incremental costs directly attributable to the issue of equity instruments are shown in equity as a deduction from the proceeds, net of tax.

(p) Dividends

The Company recognises a liability to make cash distributions to shareholders when the distribution is authorised and the distribution is no longer at the secretion of the Company. As per the corporate laws in Uganda, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity and the approved dividends are recognised as liabilities until when paid.

(q) Comparatives

Where necessary, comparative figures have been adjusted to conform to changes in presentation of the financial statements in the current year.

(r) Government of Uganda Contributions

Funds received from the GoU to settle persons affected by the project in the process of the company’s implementing its projects are recognised as a non-current liability until when the related projects are completed. On completion of the projects, the related contributions are converted into equity.

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UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

6. FINANCIAL RISK MANAGEMENT

The main risks arising from the Company’s financial instruments are market risk, credit risk and liquidity risk. Market risk is comprised of foreign exchange risk and interest rate risk.

The Board of Directors reviews and agrees policies for managing each of these risks as summarised below:

The Company’s overall risk management programme focuses on the identification, management of risks and seeks to minimise potential adverse effects on its financial performance, by application of agreed tariff levels with the Electricity Regulatory Authority, purchase/sale agreements with its Independent Power Producers (IPPs), distributors, and Government.

(a) Credit risk

The Company takes on exposure to credit risk, which is the financial exposure generated by the potential default of third parties in fulfilling their obligations. Impairment provisions are made for losses that are anticipated at the statement of financial position date.

Uganda Electricity Transmission Company credit risk is primarily attributable to its trade and other receivables and amounts due from related parties, estimated by management based on prior experience, existing financial and economic factors faced by the debtor and the debtors’ exit options available.

The maximum exposure to credit risk represents a worst case scenario of credit risk exposure to the Company at the comparative end of reporting periods, without taking account of any collateral held or other associated credit enhancements. For assets carried on the statement of financial position, this exposure is based on net carrying amounts as reported. No credit risk exists on cash and bank because counter-parties are banks with high credit ratings.

The following table summarises the Company’s maximum exposure to credit risk before collateral held.

2015 2014 Ushs’Mn Ushs’Mn Trade and other receivables

Trade receivables including related parties (Note 21) 315,031 252,332 Provision for doubtful accounts (26,194) (44,528)

288,837 207,804

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 69

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UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

6 Financial Risk Management

(a) Credit risk (continued)

The table below analyses the Company's financial assets into relevant maturity groupings based on the remaining period at the statement of financial position date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

Total Fully Past Impaired performing due Ushs’Mn Ushs’Mn Ushs’Mn Ushs’Mn

As at 31 December 2015

Financial assets Cash 178,287 178,287 - - Other receivables 57,859 57,859 - - Trade receivables including related parties 315,031 288,837 - 26,194

As at 31 December 2014

Financial assets Cash and cash equivalents 313,383 313,383 - - Other receivables 35,695 35,695 - - Trade receivables including related parties 252,332 207,804 - 44,528

There exist power sales agreements with power distributors that the Company invokes to facilitate collection of debt in case of any default or delay in payment on account of the power distribution companies.

(b) Currency risk

The Company undertakes certain transactions denominated in foreign currencies and holds monetary assets and liabilities in foreign denominated currencies.

A significant portion of the company’s currency risk arises from borrowings and trade payables, which are denominated in foreign currency. Foreign exchange spot rates are negotiated with bankers on a competitive basis. The Company’s exposure to foreign exchange risk is also mitigated through a provision in the tariff methodology that allows for adjustment for foreign exchange rate movements on a quarterly basis.

The Company’s profit after income tax and equity would decrease/increase by Ushs 4,143 million (2014: Ushs 1,251 million) respectively were the Ushs: US$ exchange rate to increase/decrease respectively by 5%.

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UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

6 Financial Risk Management (Continued)

(b) Currency risk ( Continued)

The Company had the following significant foreign currency positions:

USD Euro Other Total Ushs’Mn Ushs’Mn Ushs’Mn Ushs’Mn

At 31 December 2015

Financial assets Cash and bank balances 60,021 3 - 60,024 Trade and other receivables 16,938 - - 16,938

76,959 3 - 76,962 Financial liabilities Trade and other payables 181,010 28,255 - 209,265 Borrowings 453,703 - - 453,703

634,713 28,255 - 662,968

Overall net position (557,754) (28,252) - (586,006)

At 31 December 2014

Total financial assets 83,904 112 - 84,016 Total financial liabilities 357,189 10,169 - 367,358

Overall net position (273,285) (10,057) - (283,342)

(c) Liquidity risk

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an appropriate liquidity risk management framework for the management of the Company's short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk through continuously monitoring forecasts and matching the maturity profiles of financial liabilities and ongoing review of future commitments and credit facilities available to the Company. The Company through Government of Uganda actively solicits for funding facilities to match the demands of its investment (grid expansion) programmes.

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UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

6 Financial Risk Management (Continued)

(c) Liquidity risk (Continued)

The table below analyses assets and liabilities into relevant maturity periods based on the remaining period at the statement of financial position date. Balances equal their carrying balances as the impact of discounting is not significant.

Up to 1 2-3 4-12 1-5 Over 5 Total month months months years years Ushs’Mn Ushs’Mn Ushs’Mn Ushs’Mn Ushs’Mn Ushs’Mn

At 31 December 2015

Financial assets Cash and bank balances 178,287 - - - - 178,287 Trade receivables including 50,758 139,582 63,446 35,052 - 288,837 related parties Other receivables 20,083 16,066 4,017 15,974 - 56,140 249,127 155,648 67,463 51,026 - 523,264 Financial liabilities Trade payables 52,272 78,297 130,495 - - 261,065 Borrowings - - - - 453,703 453,703 Employee benefit obligations 1,316 376 189 - - 1,881 Other payables 29,021 74,527 43,532 - - 147,080 82,609 153,200 174,217 - 453,703 863,729

Net liquidity gap 166,518 2,448 (106,754) 51,026 (453,703) (340,465)

At 31 December 2014

Total financial assets 349,870 92,103 43,153 71,481 - 556,607 Total financial liabilities 71,952 130,838 152,064 - 236,139 590,993

Net liquidity gap 277,918 (38,735) (108,911) 71,481 (236,139) (34,386)

(d) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s short term financial liabilities are interest free. The Company also has interest bearing loans but these do not present a material interest rate risk exposure to the Company given the fact the rates at which interest is charged are fixed.

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72 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

6 Financial Risk Management (Continued)

(e) Fair value measurement

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The fair value of the financial assets and liabilities approximates to their respective carrying amounts as explained below:

The following methods and assumptions were used to estimate the fair values:

 Cash and short-term deposits, trade receivables, trade payables and other current financial assets and liabilities approximate their carrying amounts largely due to the short- term maturities of these instruments.

 Long-term financial instruments: The interest rates charged on or used to value these instruments are based on the prevailing market interest rates. The fair value of the instruments is determined by using the DCF method using discount rates that reflect the observable market interest rates. The non-performance risk as at the reporting date was assessed to be insignificant.

Fair value hierarchy IFRS 13 requires a three tiered disclosure for all financial assets and financial liabilities that are carried in the books of entities at fair value. This fair value disclosure is divided into three levels as follows:

 Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities e.g. quoted equity securities.  Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly (e.g. prices) or indirectly (e.g. derived from prices).  Level 3 – inputs for the asset or liability that are not based on observable market data. These items are not Level 1 products and contain at least one significant input parameter which could not be price tested from any of the methods described for level 2 products. Examples are products where correlation is a significant input parameter and products where there is severe illiquidity in the markets for a prolonged period of time.

The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities that are measured at fair value

Fair value measurement using Date Quoted of prices in Significant Significant valuation active observable unobservable Markets inputs inputs Total (level 1) (level 2) (level 3) Ushs’Mn Ushs’Mn Ushs’Mn Ushs’Mn

Property, plant & equipment 31 Dec 2015 428,333 295,606 132,727 - Prepaid operating lease rentals 31 Dec 2015 20,223 3,763 16,434 -

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Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 73 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

6 Financial Risk Management (Continued)

(e) Fair value measurement (continued)

Fair value measurement using Date Quoted of prices in Significant Significant valuation active observable unobservable Markets inputs inputs Total (level 1) (level 2) (level 3) Ushs’Mn Ushs’Mn Ushs’Mn Ushs’Mn Property, plant & equipment 31 Dec 2014 413,266 280,539 132,727 - Prepaid operating lease rentals 31 Dec 2014 20,223 3,763 16,434 -

Property plant and equipment includes land and buildings, Scada equipment, Communication equipment, Plant and machinery that were revalued.

There are no other nonfinancial assets and liabilities that are measured at fair value.

The Company also did not hold any financial assets or liabilities measured at fair value at the reporting date.

(f) Capital management

The Company’s objectives when managing capital are:

i) To safeguard the Company’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders; and

ii) To maintain a strong capital base to support the development of its business.

The Company monitors capital using a gearing ratio, which is computed as net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing borrowings, employee benefits obligations and trade and other payables, less cash and cash equivalents. Capital includes equity attributable to the equity holders of the Company.

The Company aims to maintain a gearing ratio of 50%. The Company’s gearing ratio as at 31 December 2015 was 70% (2014: 46%) as shown in the table below:

2015 2014 Ushs’Mn Ushs’Mn

Interest bearing borrowings (note 27) 453,703 236,139 Trade and other payables (notes 28, 29) 410,026 354,854 Less: cash and short-term deposits excluding committed fund (note 22) (64,847) (185,785) Net debt 798,882 405,208

Total equity 371,249 467,927

Net debt and capital 1,170,131 873,135

Gearing ratio 68% 46%

30 74 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS

6 Financial Risk Management (Continued)

(f) Capital management (continued)

The Committed funds have been excluded because these are earmarked solely for implementation of projects, and cannot therefore be used in the settlement of the company’s trade and other liabilities and loans.

31 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 75 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2015 2014 UShs’Mn UShs’Mn 7 Revenue

Energy sales: Local Umeme Limited 723,092 654,491 Other local distributors 11,169 7,535 Energy sales: Exports Kenya 35,013 74,408 Tanzania 17,849 12,721 Others 1,198 1,173

788,321 750,328

8 Cost of sales

Energy purchases - Eskom 52,744 35,401 Energy purchases – Kasese Cobalt Company Limited 10,814 9,092 Energy purchases - Kenya Power Lighting Company Limited 27,407 17,867 Energy purchases - Jacobsen 33,933 46,968 Energy purchases - ElectroMax 80,937 71,499 Energy purchases -Tronder Bugoye 21,681 19,192 Energy purchases - Bujagali Energy Limited 516,728 380,407 Energy purchases - Kakira 48,476 47,753 Energy purchases - Hydromaxx Limited 16,022 15,663 Energy purchases - Africa EMS Mpanga 22,681 19,308 Energy purchases - Eco Power Uganda Limited 5,989 6,036 Energy purchases - Other energy generators 11,303 8,727 848,715 677,913 Government of Uganda subsidies (75,972) (66,161)

772,743 611,752

Government of Uganda subsidies relate to reimbursements received or receivable from the Ministry of Finance for payment of available capacity charged by the power suppliers.

2015 2014

9 Third party collection charges Ushs‘Mn Ushs‘Mn

Rural electrification levy 36,618 28,991 Generation levy 162 264 Electricity Regulatory Authority funds: Over recoveries/clawbacks (434) 30,075

Total 36,346 59,330

Rural electrification levy As per the Electricity Act, a charge of 5% of the local energy costs excluding cost of imported power and capacity charges is collected and remitted to Rural Electrification Agency (REA) to fund rural electrification schemes.

Generation levy This relates to a 0.03% charge on exported energy. This is collected and paid to Electricity Regulation Authority (ERA).

32

76 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

9 Third party collection charges (Continued)

Electricity Regulatory Authority funds: Over recoveries /claw backs

These represent amounts enshrined in the tariff structure that are collected and deployed as per Electricity Regulatory Authority (‘ERA’ or ‘the Authority’) instructions. The Company is required deposit these funds on a tariff stabilisation fund account until ERA instructs the Company on how to use the funds.

2015 2014

Ushs‘Mn Ushs‘Mn

10 Other operating income

Line rental 2,471 2,030

Sale of bid documents 28 32

Lease of optic fibre 7,311 6,513

Property rentals 350 381

Bad debts recovered 18,334 - Write back of UEGCL payable 10(a) - 30,987

Bank interest 10(b) 11,554 14,091

Grant income: Statnett funds 10(c) - 838

Grant income: Amortization of capital grants 26(b) 42 - Other incomes 671 122

40,761 54,994

a) Write back of amounts due to Uganda Electricity Generation Company Limited (UEGCL)balance During the year ended 31 December 2014, a resolution was passed at the an Annual General Meeting to write back an amount of Ushs 30,987 million that was previously recognised as a payable to Uganda Electricity Generation Company Limited (UEGCL).

The amount arose in the year 2001 when Government intervened in the tariff much later after billing at the approved ERA rates and the rebate had already been extended to end user power consumers.

Therefore, UETCL was not able to pay UEGCL, following failure to collect from UEDCL who had in turn failed to collect from the end user consumers.

b) Bank interest This relates to interest earned by the Company on bank deposits in the various financial institutions.

c) Grant Income: Statnett funds The Norwegian Government and UETCL came into agreement to fund training activities through Statnett, aimed at improving employee skills and knowledge through research.

d) Amortization of capital grants

The amount relates to the amortized value of the Government of Uganda grant worth Ushs11,399 million in respect to Rugonjo 33/132kv substation. The grant was received during the year and is amortized over the useful life of the substation.

33 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 77 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2015 2014

Ushs ‘Mn Ushs ‘Mn 11 Grid maintenance costs

Substations maintenance 1,152 598

Software system (SCADA) maintenance 837 552

Transmission lines 3,274 3,144

Other grid maintenance costs 1,959 1,171

7,222 5,465

The above costs relate to expenses incurred in the maintenance of the various constituent grid elements.

2015 2014 Ushs ‘Mn Ushs ‘Mn 12 Administrative expenses Staff costs (note 13) 27,631 25,676 Transport costs 1,961 1,879 Maintenance costs 972 623 Licenses 1,291 757 Consultancy 965 740 Audit fees 102 104 Provision for doubtful debts - 26,181 Depreciation and amortization 14,974 15,950 Other administration costs 7,059 9,776

54,955 81,686

13 Staff costs Salaries & wages 12,431 11,331

Staff gratuity 2,077 3,288

National Social Security contributions 3,556 1,963

Other staff related costs 9,567 9,094

27,631 25,676

14 Finance costs Interest expense - 1,312

Bank /guarantee charges 759 902

759 2,214

78 Uganda34 Electricity Transmission Company Limited | ANNUAL REPORT 2015

UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

15 Taxation

2015 2014 (a) Income tax expense Ushs‘Mn Ushs‘Mn

Prior year income tax over provision - (2,391) Current year income tax charge 103 - Deferred income tax charge/(credit) (note 19) (29,294) 5,653

(29,191) 3,262

The income tax charged relates to rental income. No income tax has been charged in respect to the core business of power purchase and sales because the Company had accumulated tax losses of Ushs. 257,069 billion as at 31 December 2015 (2014: Ushs 142.5 billion). The tax losses will be carried forward and utilised against future taxable profits in accordance with the Income Tax Act.

(b) (Loss) /profit before tax

This is arrived at after charging/ (crediting) the following:

2015 2014

Ushs ‘Mn Ushs ‘Mn

Directors fees 507 167

Depreciation and amortisation 14,915 15,950

Auditors’ remuneration 92 92

Unrealised foreign exchange losses 82,863 41,865

Unrealised foreign exchange gains - (16,848)

(c) Reconciliation of the income tax expense

The reconciliation between the income tax expense and the product of accounting profit and the tax rate is as follows: 2015 2014

Ushs ‘Mn Ushs ‘Mn Profit /(Loss) before tax (125,807) 19,586

Tax calculated at a tax rate of 30% (2013: 30%) (37,742) 5,876

Tax effect of: Expenses not deductible for tax purposes 44,669 27 Prior year deferred tax under-provision - (250) Tax effect of capital allowances & non-taxable income (40,096) - Current year deferred tax credit (29,294) - Tax losses 33,272 - Prior year income tax over provision - (2,391)

Income tax expense/(credit) (29,191) 3,262

35 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 79 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS

15 Taxation (Continued) 2015 2014 Ushs ‘Mn Ushs ‘Mn (d) Current income tax recoverable

At 1 January 2,256 (2,388) Withholding tax paid 1,854 2,210 Prior year income tax over provision - 2,391 Tax charge for the year (103) - Tax paid 62 43

At 31 December 4,069 2,256

36 Uganda80 Electricity Transmission Company Limited | ANNUAL REPORTUganda 2015 Electricity Transmission Company Limited | ANNUAL REPORT 201580

) ) - - ) 3 (89) (59) Total (753) 3,191 6,173 5,249 81,44 (3,479) ( ( (2,701) 95,674 13,097 233,078 132,727 807,086 2 584,906 676,348 238,804 249,141 228,894 UShs’Mn ( 1,08

) ------297 61,355 25,488 Capital (4,381 53,585 90,944 Work in in Work 223,688 364,133 2 6 144,529 progress progress UShs’Mn

- - ) ------46 92 155 2 382 221 623 147 770 405 nery i ( 1,495 1, 1,073 1,294 Office Mach Ushs’Mn

) ------4 (8) 2 889 716 526 760 (30) ,6 ment 6,127 5,219 4,750 5,276 2,243 3,003 (1 r Equip r UShs’Mn Compute

) ------2 202 603 ( 3,401 2,414 8,556 2,519 5,962 1,738 7,700 Motor 13,875 16,491 11,075 vehicles UShs’Mn

------23 (3) 770 423 560 (10) ment (449) 6,918 1,1 6,302 equip 6,184 6,597 3,411 3,968 1,739) ( Tools & UShs’Mn

) ------5 & 58 (3) 18 318 118 564 109 673 139 ( 1,272 1, 1,099 1,217 Fittings

UShs’Mn Furniture Furniture 37

- - - - - 686 972 267 053 320 ation (555) 3,498 9,341 3, 1,434 12, (8,537) (3,355) 15,757 16,077 10,458 11,892 UShs’Mn equipment Communic

- -

57 80 108 (41) (56) (291) (743) 4,0 3,204 3,361 9,5 7,150 96,678 (2,204) Plant & 344,809 35 459,503 458,868 208,004 215,098 UShs’Mn (215,098) machinery

- - - - - m- Mn ent 227 182 057 439 705 s’ (746) 1,731 6,093 1,710 7, 9,985 6,945 5,766 3,770 (3,479) (2,992) (2,701) SCADA Equip USh ON COMPANY LIMITEDON COMPANY

------

56 801 824 494 1,773 2,267 30,820 53,023 53, (2,267) 24,414 24,470 Land & UShs’Mn Buildings

4 5

plant equipment and plant ,

Property UGANDA ELECTRICITYUGANDA TRANSMISSI FINANCIALNOTES TO THE STATEMENTS (CONTINUED) 16 Asset or valuation Cost 1 Jan 2013 At Additions adjustment Prior year 34) (Note Disposals 2013 31 December At Additions adjustment Revaluation from CWIP Transfers Reclassifications adjustment Elimination Disposals 201 31 December At (restated) Additions adjustment Revaluation Disposals 201 31 December At Depreciation 2013 1 January At Charge for the year adjustment Prior year 34) (Note Disposals 2013 December 31 At (restated)

Uganda81 Electricity Transmission Company Limited | ANNUAL REPORTUganda 2015 Electricity Transmission Company Limited | ANNUAL REPORT 201581

) - 5 8 286 0 , Total 4,031 0,905 4,211 14,997 31, 1 4 (3,818) ( 776,001 427,207 249,141 UShs’Mn (229,235) 1,042

------Capital Work in in Work 625,488 364,133 144,529 progress progress UShs’Mn

- - ) - - 1 n 5 25 8 192 987 209 801 5 508 524 770 39 inery inery ( Office Mach UShs’M

eration Plant. ) - 2 21 (5) 33 868 (14) quip ment 2,275 5,259 3,998 1,2 2,273 e 3,003 1,593 ( UShs’Mn Computer

- 2 32 770 (456) 8,016 1,452 9,500 6,991 5,859 3,375 7,700 Motor vehicles UShs’Mn

) - - 612 527 042 ment (247) 4,333 3,260 3, 2,585 2,629 equip 3,968 1,600 ( Tools & UShs’Mn

) - - 2 & 8 (2) 113 784 120 766 55 488 544 673 13 ( Fittings

UShs’Mn Furniture Furniture

38

665 212 876 853 427 626 ation (302) 1, 8,465 4,185 10, (8,538) (3,355) 11,892 UShs’Mn ownership by the Uganda Government for Rugonjo 33/132kv substation valued at Ushs

equipment Communic

- 5 52 16 (2) 9,324 9,340 9,467 18,80 Plant & 335,2 335,469 243,770 215,098 UShs’Mn (215,098) machinery

- 6 nt 601 607 636 030 027

(213) 1, 6, 5,486 3,175 3,770 (3,770) SCADA equipme UShs’Mn

- - - 445 883 435 1,318 2,267 52,506 52,140 22,203 (1,829) Land & UShs’Mn Buildings

December 2014 December

Property, plant and equipment (continued) equipment and plant Property,

UGANDA LIMITED COMPANY TRANSMISSION ELECTRICITY UGANDA FINANCIAL THE TO STATEMENTSNOTES 16 On 3 September 2015, the Company was granted instruments of 11.4 billion that was constructed by the Rural Electrification Agency to facilitate evacuationof power from Mpanga Hydro Gen Asset 2013 December 31 At (restated) year the for Charge Reclassifications adjustment Elimination Disposals 2014 31 December At year the for Charge Disposals 2015 31 December At value Net book 2015 31 December At 31 At (restated) 2013 31 December At (restated)

82 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

16 Property, plant and equipment (continued)

Revaluation of assets

The revalued assets consist of land and buildings and grid assets.

The fair value of the assets was determined as at 31 January 2013 by Parsons Brinckerhoff Africa (Pty) Limited, a South African engineering professional services consulting firm. However, the final report was issued in July 2014 and the required adjustments were incorporated into the Company’s books of account effective 01 January 2014. The fair value of grid assets was based on depreciated replacement cost values, having considered long-term trends in world metal prices. The fair value of the rest of the assets was based on prevailing market prices determined among others by assets’ condition, location, and use. Fair value disclosures for the revalued assets are provided in note 6(e).

Revaluation adjustment The revaluation adjustment relates to the revaluation gain that arose as the difference between the carrying amount of the assets before revaluation and the fair value as at the revaluation date.

Elimination adjustment This relates to the accumulated depreciation as at the revaluation date that was eliminated against the gross carrying amounts of the revalued assets.

Depreciation charge for the year

Included in the depreciation charge for the year is Ushs 42 million (2014: NIL) charged on assets acquired through Government of Uganda capital grant. The same amount has been amortised against the capital grant value (Note 26(b)).

Net carrying value of buildings and grid assets at cost:

If the land and buildings and grid assets were measured using the cost model, the carrying amounts would be as follows:

2015 Land & Scada Plant & Communic Total buildings Equipment machinery ation equipment Ushs’Mn Ushs’Mn Ushs’Mn Ushs’Mn Ushs’Mn

Cost 25,271 9,064 472,517 17,647 524,499 Accumulated depreciation (3,511) (5,412) (238,492) (14,942) (262,357)

Net carrying amount 21,760 3,652 234,025 2,705 262,142

2014 Land & Scada Plant & Communic Total buildings Equipment machinery ation equipment Ushs’Mn Ushs’Mn Ushs’Mn Ushs’Mn Ushs’Mn

Cost 24,470 7,354 463,229 14,380 509,433

Accumulated depreciation (2,879) (4,505) (226,679) (11,413) (245,476)

Net carrying amount 21,591 2,849 236,550 2,967 263,957

39 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 83 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

16 Property, plant and equipment (continued)

Capital-work in progress

Capital work in progress represents accumulated costs incurred in the execution of various grid expansion projects.

Capitalised borrowing costs

The Company is in the process of implementing various grid expansion projects. The construction of the assets is financed by borrowings from Government of Uganda .The amount of borrowing costs capitalised during the year ended 31 December 2015 was Ushs 2.83 billion (2014: Ushs 1.46 billion).

2015 2014 Ushs’Mn Ushs’Mn 17 Prepaid operating lease rentals

Cost At 1 January 20,223 33 Additions - 3,763 Revaluation adjustment - 16,434 Elimination adjustment - (7) At 31 December 20,223 20,223

Amortization At 1 January 552 7 Charge for the year 552 552 Elimination adjustment - (7) At 31 December 1,104 552

Net carrying amount At 31 December 19,119 19,671

The operating lease prepayment represents rentals paid by the Company for parcels of leasehold land. The lease rentals are paid in full at the inception of the lease and the Company amortises the amount over the lease period on a straight line basis.

The fair value of the leases was determined as at 31 January 2013 by Parsons Brinckerhoff Africa (Pty) Limited, a South African engineering professional services consulting firm. However, the final report was issued in July 2014 and the required adjustments were incorporated into the Company’s books of account effective 01 January 2014. The fair value values were based on prevailing market prices determined among others by assets’ condition, location and use.

Revaluation adjustment The revaluation adjustment relates to the revaluation gain that arose as the difference between the carrying amount of the leases before revaluation and the fair value as at the revaluation date.

Elimination adjustment This relates to the accumulated amortisation as at the revaluation date that was eliminated against the gross carrying amounts of the revalued leases.

84 Uganda40 Electricity Transmission Company Limited | ANNUAL REPORT 2015 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2015 2014 Ushs’Mn Ushs’Mn 18 Intangible assets

Cost At 1 January 4,220 3,980 Additions 269 240 Disposals (180) - At 31 December 4,309 4,220

Amortization At 1 January 2,741 2,340 Charge for the year 391 401 Disposals (171) - At 31 December 2,961 2,741

Net book value At 31 December 1,348 1,479

The intangible assets comprise of softwares including: SCADA software, Eagle Point software, Printing Traffic software, transmission software, Road base Software, Software Disturbance Recorder Valpro Recpro, among others.

19 Deferred income tax

Deferred tax is calculated, in full, on all temporary timing differences under the liability method using a principal tax rate of 30% (2014: 30%) The movement on the deferred tax account is as follows: 2015 2014 Ushs’Mn Ushs’Mn Deferred income tax liability/(asset) As at 1 January 43,470 (7,034) Increase / (decrease) (29,321) 50,504

As at 31 December 14,149 43,470

Deferred income tax liabilities/(assets) and the deferred income tax expense in the statement of comprehensive income are attributable to the following:

As at Charge/(credit) As at 31 1 January to profit Charge December 2015 or loss To OCI 2015 Ushs’Mn Ushs’Mn Ushs’Mn Ushs’Mn

Accelerated tax depreciation – property, plant & equipment 67,284 316 - 67,600 Bad and doubtful debts provision (13,358) 5,500 - (7,858) Net foreign exchange losses (11,695) (1,838) - (13,533) Fair value gains 44,850 - (27) 44,823 Tax losses carried forward (43,611) (33,272) - (76,883)

Net deferred income tax (asset) / liability 43,470 (29,294) (27) 14,149

Uganda Electricity Transmission Company Limited | ANNUAL REPORT41 2015 85 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

19 Deferred income tax (continued)

As at Charge/(credit) Charge As at 31 1 January to profit to OCI December 2014 or loss 2014 Ushs’Mn Ushs’Mn Ushs’Mn Ushs’Mn

Accelerated tax depreciation – property, plant & equipment 66,994 290 - 67,284 Bad and doubtful debts provision (16,548) 3,190 - (13,358) Net foreign exchange losses (5,411) (6,284) - (11,695) Fair value gains - - 44,850 44,850 Tax losses carried forward (52,069) 8,458 - (43,611)

Net deferred income tax asset (7,034) 5,654 44,850 43,470

2015 2014

20 Inventories Ushs’Mn Ushs’Mn

Stores stock 7,454 5,790 Scrap 3,201 2,303 Spares for plant and machinery 10,720 6,426 21,375 14,519 Less: provision for obsolete inventories (3,886) (3,205)

17,489 11,314 2 1 Trade and other receivables

Trade receivables 215,847 205,489 Provision for doubtful accounts (26,194) (44,528) 189,653 160,961 Due from related parties (note 21(c)) 99,184 46,843 288,837 207,804 Prepayments 1,719 1,369 Sundry receivables 56,140 34,326

346,696 243,499

Trade receivables are generally on 45 day terms interest bearing if they are not settled within 45 days after the invoice date. The provision for bad debts relates to customers with unpaid balances due to unmet terms and conditions of the power sales agreement.

2015 2014 Ushs’Mn Ushs’Mn a) Movement in the provision for bad and doubtful debts At 1 January 44,528 18,347 Impairment loss for the year - 26,194 Recoveries from bad and doubtful debts (18,334) (13)

At 31 December 26,194 44,528

Debtors past 45 days are considered past due but not impaired. Refer to note 6 (a), which explains how the Company manages and measures credit quality of trade receivables that are neither past due nor impaired.

86 Uganda42 Electricity Transmission Company Limited | ANNUAL REPORT 2015 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

21 Trade and other receivables (Continued)

b) As at 31 December , the ageing analysis of trade receivables is as follows: 2015 2014 Ushs’Mn Ushs’Mn

Neither past due nor impaired < 45 days 189,653 160,961 Past due but not impaired > 45 days but less than 120 days - - Over 120 days and impaired 26,194 44,528

215,847 205,489 c) Receivables from related parties

Name Nature of relationship

Uganda Electricity Distribution Company Limited Shareholding Government of Uganda Shareholding

The following were the transactions carried out with related parties and the balances as at 31 December 2015. Transactions with related parties relate to mainly purchase and sale of power.

2015 At 1 Power At 31 January Sales/ Payments December Related Party 2015 purchases /funding 2015 Ushs’Mn Ushs’Mn Ushs’Mn Ushs’Mn Uganda Electricity Distribution Company Limited 503 3,372 (3,300) 575 Government of Uganda 46,340 76,341 (24,072) 98,609

Total 46,843 79,713 (27,372) 99,184

Included in amounts due from Government of Uganda is Ushs 45,340 million which was utilised by UETCL, with consent and commitment of Government, to pay pension arrears of former Employees of Uganda Electricity Board (UEB) and power generators during the power crisis of 2011 .The amounts used to pay power generators ought to have been paid to Rural Electrification Agency since it had been collected as a levy through the tariff . It also includes a subsidy receivable of Ushs 53,269 million for capacity charges due from Government at year end and pension arrears paid to former Employees of Uganda Electricity Board (UEB) which Government had committed to refund.

2014 At 1 Power Write off/ At 31 January Sales/ Payments recoveries December Related Party 2014 purchases /funding 2014 Ushs’Mn Ushs’Mn Ushs’Mn Ushs’Mn Ushs’Mn Uganda Electricity Distribution Company Limited 37,466 1,657 (1,807) (36,813) 503 Government of Uganda 73,271 65,879 (72,013) (20,797) 46,340 Uganda Electricity Generation (36,813) - - 36,813 - Company Limited Total 73,924 67,536 (73,820) (20,797) 46,843

43

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 87 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

21 Trade and other receivables (continued)

c) Receivables from related parties (continued)

In 2014, a resolution was passed at the Company’s Annual General Meeting, authorising the Company to write off Ushs 36,813 million previously receivable from Uganda Electricity Distribution Company Limited (UEDCL). The amount arose in the year 2001 when Government intervened in the tariff much later after billing at approved ERA rates and rebates had already been extended to end user power consumers. Hence UEDCL was not able to pay UETCL, following UEDCL’s failure to collect from the end user consumers. The Ushs 46,340 million due from Government of Uganda represents amounts utilised by UETCL, with consent of Government, to pay power generators during the power crisis of 2011 .The amounts used to pay power generators ought to have been paid to Rural Electrification Agency since it had been collected as a levy through the tariff. It also includes a subsidy receivable of Ushs 1,000 million for capacity charges due from Government at year end and pension arrears paid to former Employees of Uganda Electricity Board (UEB) which Government had committed to refund.

Government of Uganda write off The recovery of Ushs 20,797 million relates to the amount collected through the tariff as debt service but was offset against accrued interest on loans after the shareholders resolved in the Annual General Meeting held on 27 November 2014 to convert debt and Government of Uganda contributions (expended on completed and commissioned projects) into equity and that all accrued net interest relating to completed projects be eliminated from the Company’s books.

2015 2014 Ushs’Mn Ushs’Mn 22 Bank balances Operations Balances: Standard Chartered Bank Uganda Limited 30,037 76,653 Citibank Uganda Limited 3,287 13,960 Stanbic Bank Uganda Limited 2,209 433 Barclays Bank Uganda Limited 29,334 94,739

64,867 185,785 Committed funds: Bank of Uganda Project Accounts Cash balances relating to grants – note 33(a) 38,600 44,709 Cash balances relating to loans – note 33(b) 20,273 12,689 Cash balances relating to Government of Uganda Contributions – note 33(c) 54,547 70,200 113,420 127,598

Total bank balances 178,287 313,383

Committed funds: Bank of Uganda Project Accounts

The above funds relate to loans, contributions and grants received from Government of Uganda by UETCL as an implementing agent, to manage the various ongoing power projects (grid expansion projects). These funds are maintained in Bank of Uganda and the terms of use stipulate that the money can only be used to implement projects activities and not any other activities. Therefore, these funds have been committed to the implementation of specific project activities.

88 Uganda44 Electricity Transmission Company Limited | ANNUAL REPORT 2015 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2015 2014 23 Issued capital Ushs’Mn Ushs’Mn

Authorised, issued and fully paid

115,095,810 ordinary shares of Ushs 500 each 57,548 57,548

24 Capital pending allotment

Contributions during the year 662,118,210 ordinary shares of Ushs 500 each (un-allotted) 331,059 331,059

During the year ended 31 December 2014, the shareholders contributed Ushs 331,059 million as capital pending allotment, following the conversion from debt and Government contributions of balances relating to completed projects. The conversion is represented by 662,118,210 shares at a par value of Ushs 500.The conversion arose out of a shareholders’ resolution to convert debt and Government contributions relating to completed and commissioned projects into equity. The related shares were yet to be allotted as at the reporting date.

The amounts converted to equity are made up as follows:

2015 2014 Ushs‘Mn Ushs‘Mn

Interest on borrowings (note 27) - 32,506 Borrowings - principal (note 27) - 241,740 Capital grants (note 26) - 36,754 Amounts due from Government (note 21) - (20,797) Government contributions (note 25) - 40,856

Total - 331,059

In the Company’s Annual General Meeting held on 27 November 2014, the shareholders of the Company resolved that all funds received from Government as loans, grants and RAP funds for on-going projects shall be converted into equity when the on-going projects for which the funds are remitted to the company are completed and commissioned. Consequently, loans, grants and Government contributions were capitalized as capital pending allotment. The interest component of Ushs 20,797 million was recovered from the amounts due from the Government.

2015 2014 25 Government of Uganda contributions Ushs‘Mn Ushs‘Mn

At 1 January 209,743 225,449 Contributions received during the year 47,556 25,150 Amounts converted to equity during the year - (40,856)

257,299 209,743

The contributions from Government of Uganda relate to funds remitted to the Company for Resettlement Action Plans (RAP) and compensations to Project Affected Persons (PAPs) during the acquisition of wayleaves and construction of Transmission lines and related infrastructure. In 2014, the shareholders resolved to convert Government of Uganda contributions equivalent to Ushs 40,856 million incurred on completed and commissioned projects into equity.

Uganda Electricity Transmission Company Limited | ANNUAL REPORT45 2015 89 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2015 2014 Ushs‘Mn Ushs‘Mn 26 (a) Capital grants

Norwegian Agency for Development (NORAD) 90,178 54,257 Swedish International Development Association 1,333 1,213 Government of Uganda 11,357 -

102,868 55,470

Norwegian Agency for Development (NORAD) On 21 November 2001, an agreement for Norwegian Kroner 60 million was signed between the Government of Uganda and the Government of the Royal Kingdom of Norway through the Norwegian Agency for Development (NORAD), regarding financial assistance for rehabilitation of 133/33/11 KV substations and improvement of reliability of the grid network. The grants which related to completed and commissioned projects were converted into equity.

The Government of Norway through NORAD extended a grant Norwegian Kroner 300 million for the construction of Nkenda-Hoima Transmission line, Norwegian Kroner 7 million for the feasibility study of Hoima-Kafu Transmission line, Norwegian Kroner 14.6 million for the feasibility study for the Karuma Interconnection and Norwegian Kroner 9 million for feasibility study of Mirama-Kikagati -Nshongyenzi transmission line project.

Capital grants worth Ushs 36 million that existed as at 31 December 2013 were converted into equity (note 24).

Capital grant from Government of Uganda On 3 September 2015, the Company was granted instruments of ownership by the Uganda Government for Rugonjo 33/132kv substation valued at Ushs 11,399 million that was constructed by the Rural Electrification Agency to facilitate evacuation of power from Mpanga Hydro Generation Plant.

The overall movement in capital grants during the year was as follows:

2015 2014 Ushs’Mn Ushs’Mn

At 1 January 55,470 68,199 Cash received during the year 27,367 24,025 Capital grant from Government of Uganda - Note 26(b) 11,357 - Foreign exchange losses 8,674 - Amounts converted to equity during the year - (36,754) At 31 December 102,868 55,470

2015 2014 26(b) Capital grant from Government of Uganda Ushs’Mn Ushs’Mn

Assets acquired 11,399 - Amortisation (42) -

11,357 -

90 Uganda46 Electricity Transmission Company Limited | ANNUAL REPORT 2015 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

27 Borrowings

(a) Borrowings comprise of the following as at 31 December 2015: Accrued Principal Interest Total Ushs’Mn Ushs’Mn Ushs’Mn International Development Association 91,764 528 92,292 African Development Bank 220,738 2,684 223,422 Japanese Bank of International Co-operation 126,917 17 126,934 French Development Agency 10,001 1,054 11,055

449,420 4,283 453,703

Accrued 31 December 2014 Principal Interest Total Ushs’Mn Ushs’Mn Ushs’Mn International Development Association 30,851 138 30,989 African Development Bank 137,580 1,037 138,617 Japanese Bank of International Co-operation 57,934 7 57,941 French Development Agency 8,310 282 8,592 234,675 1,464 236,139

The existing loans are all non-current because these have a payment grace period of 20 years from the draw down date and all the loans were first drawdown in 2012. In addition the shareholder/lender has no intention to recover both the principal amounts and accrued interest in the foreseeable future. The movement during the year was as follows:

2015 2014 UShs’Mn UShs’Mn

At 1 January 236,139 326,461 Cash drawdowns and direct contractor payments 165,132 166,543 Additional interest payable 2,819 2,776 Foreign exchange losses 49,613 14,605 Interest converted to equity - (32,506) Principal converted to equity - (241,740)

At 31 December 453,703 236,139

Government of Uganda Loans (Vested Loans)

An amount equivalent to US$ 21,701,000 was transferred from the Government of Uganda as a vested loan to Uganda Electricity Transmission Company Limited on 1st January 2002 and payment was due in full on or before 31 December 2016. The loan was at an interest rate of 7.1% per annum and was not secured. The outstanding principal and accrued interest, equivalent to US$ 27.74 million was converted into equity during the year ended 31 December 2014.

NORDIC Development Fund Loan

A loan agreement of Euro 12.7 million was signed between the Government of Uganda and the Nordic Development Fund on 24 January 2002 to finance the upgrade of the SCADA and telecommunication systems and rehabilitation of Lira, , Masaka West and Mbarara North substations. The loans received were unsecured and interest was charged at a rate of 0.75% per annum. The outstanding loan balance equivalent to US$ 21.94 million was converted into equity in 2014.

47 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 91 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

27 Borrowings (continued)

African Development Bank and Japanese Bank of International Co-operation

A loan agreement was signed on 1 October 2007 between the Government of Uganda, the African Development Bank, Japanese Bank for International Development for the construction of Bujagali - Kawanda, Mutundwe - Kawanda line and Kawanda Substation and upgrade of Bujagali switch to 220KV. Financing of the project amounted to JPY 3,484 million and Ushs 44 billion from JBIC, AFDB and Government of Uganda respectively. The loans received were unsecured loans and the interest rate was 0.75% per annum for African Development Bank and 0.01% per annum for the loans from the Japanese Bank of International Co-operation. Except the loan component for the Bujagali Switch Yard upgrade and some residual compensation on Bujagali-Kawanda Line, a substantial part of the loan, equivalent to Ushs 55 billion was converted into equity during the previous year.

African Development Bank

A loan agreement was signed on 13 May 2009 between the Government of Uganda and African Development Fund to provide financing in various currencies equivalent to Units of Account 7,590,000 for the construction of Mbarara - Mirama / Bujagali – Tororo – Lessos and associated substations.

Another loan agreement was signed on 13 May 2009 between the Government of Uganda and African Development Bank to provide funding in various currencies equivalent to Units of Account 52,510,000 for Mbarara / Nkenda and Tororo / Lira transmission lines. The loans received were unsecured and the interest rate is 0.75% per annum.

French Development Agency

A loan agreement was signed on 13 October 2013 between the French Development Agency and the Government of Uganda to provide funding amounting to US$ 23,000,000 for the Mputa interconnection project. The loan is at an interest rate of 7.13% per annum and was not secured.

The International Development Association/World Bank agreed to extend to the GoU development credit in various currencies equivalent to Special Drawing Rights (SDR) 5,085,432, or an amount equivalent to US$ 6,004,420.59. This amount was on lent to Company by GoU and was to be repaid within 7 years at an interest rate 7.1% per annum.

The outstanding loan and accrued interest was converted into equity in 2014.

International Development Association Loan

A loan agreement was signed between the Government of Uganda and the International Development Association under the Electricity Sector Development project to provide financing in various currencies equivalent to special Drawing Rights 74,100,000 to fund Kawanda – Masaka Transmission line and related sub-stations.

Japanese Bank of International Co-operation

On 26 March 2010 a loan agreement was signed between the Government of Uganda and Japan International Cooperation Agency to provide financing of up to Japanese Yen 5,406,000 for the construction of Mbarara - Mirama / Bujagali – Tororo – Lessos transmission Line and associated substations.

All the loans/grants are on-lent to Uganda Electricity Transmission Company by GoU to implement various projects.

92 Uganda48 Electricity Transmission Company Limited | ANNUAL REPORT 2015 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2015 2014 28 Trade and other payables Ushs’Mn Ushs’Mn

Trade payables 261,065 230,006 Accruals 3,407 4,049 Other payables 143,673 118,836

408,145 352,891

The amount of Ushs 261,065 million includes Ushs 70,000 million in respect of outstanding value added tax to thermal power generators the resolution of which awaits Government / Uganda Revenue Authority pronouncement on the matter.

(a) Due to related parties

Name Nature of relationship

Uganda Electricity Generation Company Limited Common shareholders Uganda Electricity Distribution Company Limited Common shareholders

The following were the transactions carried out with related parties and the balances as at 31 December 2015. Transactions with related parties relate to mainly purchase of power.

At 1 Power Payments At 31 January sales /funding Write-offs December

Ushs’Mn Ushs’Mn Ushs’Mn Ushs’Mn Ushs’Mn 31 December 2015

Uganda Electricity Generation Company Limited - - - - -

31 December 2014

Uganda Electricity Generation Company Limited 31,112 - (125) (30,987) -

29 Employee benefit obligations 2015 2014 Ushs’Mn Ushs’Mn

At 1 January 1,963 1,860 Provision during the year 3,540 3,288 Gratuity paid (3,622) (3,185) At 31 December 1,881 1,963

The Company is obliged to pay service gratuity equivalent to 30% of employee’s annual basic salary every year to all employees on the anniversary of their contractual employment. The related obligation is provided for on a monthly basis. 2015 2014 Ushs’Mn Ushs’Mn 30(a) Key management compensation

Salaries (including Executive Director’s salary) 1,940 1,856 Allowances and benefits 1,265 1,014 National Social Security Fund contributions 315 284 30(a) Key management compensation (continued)

Uganda Electricity Transmission Company Limited | ANNUAL REPORT49 2015 93 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2015 2014 (b) Directors’ emoluments Ushs’Mn Ushs’Mn Executive Director’s salary and benefits (also included in key management compensation) 731 635 Directors’ fees 507 182

31 Basic and diluted earnings per share

Comprehensive income attributable to owners of the Company (96,678) 121,247

Earnings used in the calculation of basic earnings per share (96,678) 121,247

Weighted average number of ordinary shares for the purposes of basic earnings per share - Millions 115.095 115.095

Earnings per share basic and dillute (840) 1,053

Earnings per share are calculated by dividing the profits by the number of shares in issue as at end of the year. 2015 2014 32 Cash generated from operations Note Ushs’Mn Ushs’Mn

Profit before income tax (125,807) 19,858 Adjustments for: Write-off of related party balances 10 - (30,987) Grant income 10 (42) - Impairment loss 12 1,013 26,181 Interest on long-term loans 14 - 1,312 Depreciation 16 14,031 14,997 Amortization of operating lease rentals 17 552 552 Amortization of intangible assets 18 391 401 Stock loss provision - 2,284 Loss on disposal of property, plant & equipment 30 11 Net foreign exchange losses 82,864 25,017 (26,968) 59,626 Changes in working capital Increase in inventories 20 (6,175) (1,525) Decrease in trade and other receivables 21 (103,197) 41,048 Increase in trade and other payables 28 55,253 16,544 Increase in employee benefit obligations 29 (83) 103 Cash generated from operations (81,170) 115,796

33 Projects’ bank accounts

These are accounts in the names of Ministry of Energy and Mineral Development that are opened by the Accountant General in Bank of Uganda. The bank accounts are responsible for holding project funds from both government and donors pending disbursements to defray obligations in respect of Resettlement Action Plans executed by UETCL as the implementing agency. Funds from Government to these project bank accounts are appropriated by Parliament of Uganda under the vote to the Ministry of Energy and Mineral Development and at the end of any one fiscal year, the unutilized balances on those bank accounts may be transferred to the Consolidated Fund at the discretion of the Accountant General. 33 Projects’ bank accounts (continued)

94 Uganda50 Electricity Transmission Company Limited | ANNUAL REPORT 2015 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

These bank accounts and associated projects are audited separately by the Auditor General. The funds held with Bank of Uganda are made up of the following:

2015 2014 UShs’Mn UShs’Mn

Cash balances relating to grants – note 33(a) 38,600 44,709 Cash balances relating to loans – note 33(b) 20,273 12,689 Cash balances relating to Government of Uganda Contributions – note 33(c) 54,547 70,200

Total funds 113,420 127,598

(a) Balances relating to grants received

2015 2014 Account Name Donor Purpose Ushs’Mn Ushs’Mn 1. Feasibility Study Norwegian Grant for Feasibility Study of Hoima-Kafu Agency for Hoima- Kafu Interconnection transmission Line Development Project (NORAD) 480 807 2. Feasibility of Norwegian Handling NORAD Grant Funds Mirama Hills- Agency for for Mirama Hills- Kikagati Kikagati Nsogezi Development Nsogezi Transmission Line Study Transmission Line (NORAD) Project Study Project 3,232 1,078 3. Construction of Norwegian Handling NORAD Grant funds for Nkenda-Hoima Agency for Hoima Fort-Portal-Nkenda Transmission Line Development Transmission Line Construction Project (NORAD) Project 34,888 42,824

Total 38,600 44,709

(b) Cash balances relating to loans

2015 2014 Account Name Donor Purpose Ushs’Mn Ushs’Mn 1. Special account to handle Interconnection of Electric African Equatorial Grid Project Grid of Nile Equatorial Development funded by African Lakes Countries Project Bank Development Bank 37 31 2. World Bank To handle World Bank funded Project costs Masaka-Kawanda 220Kv under Energy Sector Transmission Line Development Program 16,296 4,445 3. Handling AFD funds for the Construction and Construction, installation Commissioning of and Commissioning of Substations at Nkenda, French Substations at Nkenda, Fort portal and Development Fort Portal and Hoima Hoima(Project ) Agency (AFD) (the Project) 3,940 8,213 Total 20,273 12,689

33 Projects’ bank accounts (continued)

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Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 95 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

(c) Balances relating to Government of Uganda Contributions

2015 2014 Account Name Purpose Ushs’Mn Ushs’Mn Resettlement action plan for persons affected by Karuma Interconnection 1. Karuma Interconnection RAP Project 23,076 11,392 Mbarara-Nkenda &Tororo-Lira Handle Resettlement Action Plan funds 2. Transmission Line Escrow 978 15,536 Handle Resettlement Action Plan GOU 3. Mputa Interconnection Project funded plans 25,606 31,082 Government under an Escrow Agreement with Bujagali Energy Bujagali Resettlement Escrow Limited Special account to handle Nile 4. Account Equatorial Grid 871 2,877 Interconnection of Electric Grid of Nile Equatorial Lakes Project financed by Government of 5. Countries Project Uganda 1,096 4,436 Masaka-Kawanda 220Kv Handle Resettlement Action Plan 6. Transmission Line - 1,762 Masaka-Kawanda 220Kv Handle Resettlement Action Plan for 7. Transmission Line Kawanda Masaka Project. 2,915 3,115 Opuyo Moroto Transmission Handle Resettlement Action Plan 8. Line 5 - Total 54,547 70,200

34 Prior year adjustment

In 2014, the Board of Directors of UETCL approved the transfer/handover of the 33/11kV Substation’s SCADA data links and terminal equipment to Uganda Electricity Distribution Company Limited (UEDCL), at its net book value as at 31 December 2013.

Although UETCL had the legal rights over the assets based on the instrument of ownership, these did not qualify to be recognized in UETCL’s books off account as assets because the future economic benefits associated with using these assets will flow to UEDCL.

The prior year adjustments therefore relate to derecognition of the assets.

The 2013 and 2014 balances have been restated as follows;

2013 Note As previously Adjustment As restated stated Ushs’Mn Ushs’Mn Ushs’Mn

Statement of financial position

Property and equipment (a) 427,985 (778) 427,207

Accumulated losses (a) 41,149 778 41,927

a. The adjustment of Ushs 778 million relates to derecognition of the cost of SCADA equipment worth Ushs 3.48 billion and accumulated depreciation of Ushs 2.7 billion.

52

96 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 UGANDA ELECTRICITY TRANSMISSION COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

34 Prior year adjustment (continued)

2014 Note As previously Adjustment As restated

stated Statement of financial position Ushs’Mn Ushs’Mn Ushs’Mn

Non-current assets Property and equipment (a) 777,662 (1,661) 776,001

Liabilities Deferred income tax liability (b) (43,816) 346 (43,470)

Accumulated fund (c) 24,825 506 25,331 Revaluation reserve (d) (105,460) 809 (104,651) (124,451) 1,661 (122,790)

Statement of comprehensive income

Depreciation and amortisation (e) 16,222 (272) 15,950

a. The adjustment of Ushs 1.6 billion relates to derecognition of the revalued assets worth Ushs 1.94 billion and reversal of depreciation charge for the year computed on the equipment.

b. The adjustment of Ushs 346 million relates to derecognition of the deferred income tax liability relating to the revaluation gain on the SCADA equipment.

c. The adjustment of Ushs 506 million relates to derecognition of the asset cost worth Ushs 3.48 billion, accumulated depreciation worth Ushs 2.7 billion and reversal of the depreciation charge worth Ushs 272 million relating to the equipment that were derecognised in 2013 but depreciated in 2014.

d. The adjustment of Ushs 809 million relates to derecognition of the revaluation gain relating to the SCADA equipment.

e. The adjustment of Ushs 272 million relates to derecognition of the depreciation charged in 2014 on the derecognised assets.

35 Employees

The total number of employees as at 31 December 2015 was 441 (2014: 426) of which 303 were mainstream contract staff (2014: 296) and 138 (2013: 130) were deployed on various Projects. The salaries and benefits in respect of Project Staff are capitalized as part of the project costs.

36 Contingent assets and liabilities

The company is a defendant on various legal actions arising in the normal course of business. The company has been advised by its legal counsel that it is only possible, but not probable, that actions estimated at Ushs 73.7 billion (2014: Ushs 33.2 billion) will succeed. Accordingly, no provision for these liabilities has been made in these financial statements. The company is defending itself against these actions and therefore, it is not practical to state the timing of the payments if any.

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36 Contingent assets and liabilities (continued)

In addition, the company has contingent assets amounting to Ushs 1.2 billion. These have not been recognised in the company’s financial statements due to uncertainty surrounding the recoverability of the amount.

The company has a contingent tax liability of Ushs 14,300 million in respect of VAT on imported power relating to the period 2006 to 2009. The Company, on the advice of Ministry of Finance, Planning and Economic Development, lodged an appeal to Uganda Revenue Authority for waiver of the tax liability. As at 31 December 2015, URA had not yet responded to the Company’s appeal to have the tax liability waived.

37 Commitments

Capital commitments As of 31 December 2015 the Company had contracted capital expenditure amounting to Ushs 409,858 million (2014: Ushs 998,000 million) of which Ushs 409,320 million related to grid expansion works and Ushs 538 million was for supply of normal capital assets.

Guarantees As at 31 December 2015, the Company had bank guarantees amounting to USD 13,800,000 held in favour of various Energy Generation companies.

38 Events after the reporting date

There were no events after the reporting date that would affect the operating performance or financial position of the Company as at 31 December 2015.

98 Uganda54 Electricity Transmission Company Limited | ANNUAL REPORT 2015 Notes

Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 99 100 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 101 Rugonjo - Nkenda 132kV wooden transmission line

102 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015 103 104 Uganda Electricity Transmission Company Limited | ANNUAL REPORT 2015