TIDMBION
RNS Number : 5597C
Bion PLC
12 October 2022
12 October 2022
BiON plc
("BiON" or the "Company" or, together with BiON Ventures Sdn
Bhd, the "Group")
Final Results and Publication of Annual Report
Restoration of Trading
BiON (AIM: BION) announces its final results for the
sixteen-month period ended 30 April 2022.
Financial summary*
-- Revenue was RM1.6m (2020: RM103.7m)
-- Gross loss was RM6.2m (2020: profit of RM6.3m)
-- Operating loss was RM81.9m (2020: RM119.5m)
-- Loss before tax was RM86.0m (2020: RM120.3m)
-- Cash and cash equivalents as at 30 April 2022 were RM6k (31 December 2020: RM2.3m)
-- On 19 April 2022, the operating sub-Group, BiON Ventures Sdn
Bhd and its subsidiaries, were sold for a nominal sum, being GBP1
and accordingly the results in the consolidated statement of profit
and loss and other comprehensive income are from discontinued
activities
-- On 20 April 2022, the Company completed a placing organised
by its broker, Optiva Securities, raising GBP1m (RM5.5m) before
expenses. As at 30 April 2022, the placing proceeds were held by
the Company's custodian and accordingly are presented within trade
and other receivables
* Due to the Company changing its financial year end, as
announced on 5 October 2022, the 2022 results cover 16 months ended
30 April 2022 while the comparative 2020 results cover 12 months
ended 31 December 2020
Operational summary
-- On 19 April 2022, the Company disposed of its operating
entity, BiON Ventures Sdn Bhd ("BVSB"), for a nominal sum, being
GBP1
-- Accordingly, the Company became an AIM Rule 15 cash shell
-- The Company is now focused on making an acquisition that
constitutes a reverse takeover under AIM Rule 14
Publication of Annual Report and Accounts
The Company's annual report and accounts for the sixteen months
ended 30 April 2022 has been published today and is available on
the BiON website in the Investor Relations section under 'Reports
and Accounts': www.bionplc.com
Restoration of trading
With effect from 7.30am on 1 July 2022, trading in the Company's
ordinary shares was suspended due to the Company being unable to
complete and publish the annual report within its financial
reporting deadline of 30 June 2022. Given the annual report is now
published, trading in the Company's ordinary shares will resume as
from 7.30am today, 12 October 2022.
Update on the Company' AIM Rule 15 cash shell status
Although the Company has been actively seeking a suitable
reverse candidate and assessing various business opportunities, it
is highly unlikely it will be able to complete a reverse takeover
within the six-month period from becoming an AIM Rule 15 cash
shell. As a result, trading on AIM in the Company's ordinary shares
is expected to be suspended at 7.30am on 20 October 2022. From the
suspension date, BiON will have six months to complete an
acquisition, or acquisitions, which constitutes a reverse takeover
under AIM Rule 14 otherwise admission to trading on AIM will be
cancelled.
This announcement contains inside information for the purposes
of Article 7 of Regulation 2014/596/EU which is part of domestic UK
law pursuant to the Market Abuse (Amendment) (EU Exit) regulations
(SI 2019/310).
Enquiries:
BiON plc
+44 20 4582
c/o Gracechurch Group 3500
Beaumont Cornish Limited (Nominated Adviser)
+44 20 7628
Roland Cornish, Felicity Geidt 3396
Optiva Securities Limited (Broker)
+44 20 3137
Vishal Balasingham 1903
Gracechurch Group (Financial PR Adviser)
+44 20 4582
Claire Norbury 3500
Chairman's Statement
The period under review, as with that preceding, was challenging
for BiON. The COVID-19 pandemic persisted, and the corresponding
preventative measures in Malaysia were in place, longer than
anticipated. This severely impeded the Group's short and
medium-term activity levels. In particular, the restriction of
movement in Malaysia significantly impacted its ability to continue
with its operations and complete projects. As a result, the
prospects for a sustained recovery in activity were limited.
With regards to the Group's operations, the four existing biogas
power plants were producing only 1MW out of the 7MW capacity to the
electricity grid and the new 3MW plant in Indonesia remained under
construction. Global macroeconomic conditions caused by the
prolonged pandemic restricted the Group's access to financial
support. To upgrade and repair the existing plants would have
required approximately RM12m and completion of the Indonesian plant
another RM10m. BiON was unable to attract this level of
investment.
The Group's indebtedness of some RM80m had hitherto been
guaranteed by the major shareholder, Serba Dinamik. However, they
were no longer in a position to do so. The general financial
difficulties had not only impacted on BiON's ability to conduct its
own business but also affected its customers. In particular, the
historic debtors remained unpaid as did a majority of the debtors
for the more recent contract work the Group had undertaken, in
aggregate approximately RM84.8m.
BiON had engaged with various parties with a view to injecting
new resources into the existing business. However, this was not
achieved. Given the liabilities within the operating business, the
unpaid debtors and the operational issues and need for future
financing to re-establish its business, the Board concluded that
the best that could be achieved would be to sell its operating
business, BiON Ventures Sdn Bhd, which occurred on 19 April
2022.
In accordance with AIM Rule 15, the disposal constituted a
fundamental change of business of the Group. BiON plc ceased to
own, control or conduct all or substantially all, of its existing
trading business, activities or assets. Accordingly, the results in
the consolidated statement of profit or loss and other
comprehensive income are from discontinued operations and continue
to be presented in Ringgit Malaysia ("RM") as trading for the
period was predominantly in RM. The functional currency of BiON
will be considered in the next reporting period.
BiON plc therefore become an AIM Rule 15 cash shell and, as
such, is required to make an acquisition, or acquisitions, which
constitutes a reverse takeover under AIM Rule 14 on or before the
date falling six months from completion of the disposal or be
re-admitted to trading on AIM as an investing company under the AIM
Rules.
In conjunction with the disposal and BiON becoming an AIM Rule
15 cash shell, the Company's broker, Optiva Securities, raised
GBP1m (RM5.5m) before expenses for the Company through a placing of
333,333,333 ordinary shares at a placing price of 0.3 pence per
ordinary share. As at 30 April 2022, the placing proceeds were held
on behalf of the Company by a custodian and as such are shown
within trade and other receivables rather than cash and cash
equivalents.
With effect from 7.30am on 1 July 2022, trading in the Company's
ordinary shares was suspended due to the Company being unable to
complete and publish the annual report within its financial
reporting deadline of 30 June 2022. To reflect BiON becoming a Rule
15 cash shell, the Company extended its accounting reference date
from 31 December 2021 to 30 April 2022 and on publication of this
annual report, it is anticipated that trading in the Company's
ordinary shares will resume as from 7.30am on 12 October 2022.
Although the Company has been actively seeking a suitable
reverse candidate and assessing various business opportunities, it
is highly unlikely it will be able to complete a reverse takeover
within the six-month period from becoming an AIM Rule 15 cash
shell. As a result, trading on AIM in the Company's ordinary shares
is expected to be suspended at 7.30am on 20 October 2022. From the
suspension date, BiON will have six months to complete an
acquisition, or acquisitions, which constitutes a reverse takeover
under AIM Rule 14 otherwise admission to trading on AIM will be
cancelled.
The Directors believe there is an opportunity to generate value,
predominantly through capital appreciation, by providing a route to
market for a new business, which the Board hopes will be to the
advantage and benefit of the existing shareholder base.
I would like to take this opportunity to thank our shareholders
for their patience and hope to report progress in due course.
Aditya Chathli
Interim Non-Executive Chairman
Strategic Report
Overview
The Group faced a difficult year in 2021 as the disruption to
business caused by restrictions on the movement of people and
supplies due to the COVID-19 pandemic continued. In particular, in
Malaysia the restrictions were far more severe than those
experienced in the UK, for example. These challenges were
compounded by the Group's worsening financial position, without
access to external funding, and operating issues such as a severe
fire at the palm oil mill adjoining the Group's Malpom power plant.
Accordingly, the Group was unable to progress its biogas
powerplants as planned or conduct the required upgrade work. In
addition, due to the difficulties experienced in collecting
revenues from the Engineering, Procurement, Construction and
Commissioning ("EPCC") projects that it provided in the prior year,
which impeded its ability to pay its suppliers thereby impacting
its debtor position, management decided to pause its pursuit of
further EPCC contracts.
As a result of the delay in the publication of the audited
accounts for the year ended 31 December 2020 ("the Accounts") and
the unaudited interim results for the period ended 30 June 2021
(the "Interims") while the Company sought a solution to provide a
stable financial operating basis that would support its listing and
therefore enable the Accounts and the Interims to be published, the
Company's ordinary shares were suspended from trading on AIM on 1
October 2021.
The Group's indebtedness had hitherto been guaranteed by the
major shareholder, Serba Dinamik. However, they were no longer in a
position to do so, which required the Company to find a solution to
enable the long-term refinancing of the Group's debt.
Throughout the period from suspension, the Company engaged with
various parties with a view to injecting new resources into the
existing business and was close to securing an outcome in January
2022. However, this was not achieved, and the Board concluded that,
given the liabilities within the operating business, the unpaid
debtors and the operational issues and need for future financing to
re-establish its business, it would be in the best interests of
shareholders to sell the Company's operating business (BVSB, which
holds all of the Group's trading subsidiaries) for a nominal sum
but without any future recourse or liability to BiON plc. On this
basis, the Company's broker advised that it would be able to
facilitate the conditional raising of finance to cover the BiON plc
creditors and provide future working capital whilst the Company
seeks a new business that is capable of sustaining the ongoing
listing. The sale of the existing business rather than placing it
into an insolvency process, was to better preserve the position of
the other stakeholders in the business for whom the Board bear
responsibility.
In accordance with AIM Rule 15, the disposal of BVSB constituted
a fundamental change of business of the Company and therefore
required the passing of an ordinary resolution at a general meeting
of shareholders. Accordingly, as announced on 31 March 2022, the
Board sought approval of shareholders at a general meeting (the
"General Meeting") on 19 April 2022. Approval for the disposal was
granted at the General Meeting and the disposal of BVSB was
completed on 19 April 2022 following which, the Company ceased to
own, control or conduct all or substantially all, of its existing
trading business, activities or assets. The Company therefore
became an AIM Rule 15 cash shell as described below.
In conjunction with the disposal and BiON becoming an AIM Rule
15 cash shell, the Company's broker, Optiva Securities, raised
GBP1m (RM5.5m) before expenses for the Company through a placing of
333,333,333 ordinary shares at a placing price of 0.3 pence per
ordinary share. As at 30 April 2022, the placing proceeds were held
on behalf of the Company by a custodian and as such are shown
within trade and other receivables rather than cash and cash
equivalents.
Following the completion of the disposal, the Company was able
to finalise and publish the accounts to 31 December 2020 and the
interims to 30 June 2021 and trading in its ordinary shares on AIM
was restored on 20 April 2022. However, as the Company was unable
to publish its accounts for the year ended 31 December 2021 by the
regulatory deadline of 30 June 2022, the Company's ordinary shares
were suspended from trading on AIM on 1 July 2022. The Board also
decided to change the Company's accounting reference date from 31
December to 30 April to reflect BiON becoming a new entity. As a
result, this annual report and accounts covers the sixteen-month
period to 30 April 2022.
Outlook and AIM Rule 15
On 19 April 2022, the Company disposed of its operating business
(BVSB) and became an AIM Rule 15 cash shell. The Company's strategy
is to acquire a business that is seeking an AIM quoted platform via
a reverse takeover. The Directors intend to consider opportunities
in a number of sectors and will focus on an acquisition that can
create value for shareholders in the form of capital growth and/or
dividends.
As an AIM Rule 15 cash shell, the Company is required to make an
acquisition, or acquisitions, which constitutes a reverse takeover
under AIM Rule 14 (including seeking re-admission as an investing
company (as defined under the AIM Rules)) on or before the date
falling six months from completion of the disposal of BVSB or be
re-admitted to trading on AIM as an investing company under the AIM
Rules (which requires the raising of at least GBP6 million),
failing which the Company's ordinary shares would then be suspended
from trading on AIM pursuant to AIM Rule 40. As noted above,
although the Company has been actively seeking a suitable reverse
candidate and assessing various business opportunities, it is
highly unlikely it will be able to complete a reverse takeover
within the six-month period from becoming an AIM Rule 15 cash
shell. As a result, trading on AIM in the Company's ordinary shares
is expected to be suspended at 7.30am on 20 October 2022. From the
suspension date, BiON will have six months to complete an
acquisition, or acquisitions, which constitutes a reverse takeover
under AIM Rule 14 otherwise admission to trading on AIM will be
cancelled.
Operational Review
EPCC - discontinued activity following BVSB disposal
The Group did not undertake any EPCC work during the sixteen
months to 30 April 2022. The Group experienced difficulties in
collecting revenue for the EPCC projects that it provided in 2022,
which impeded its ability to pay its suppliers thereby impacting
its debtor position. Accordingly, management decided to pause its
pursuit of further EPCC contracts in order to limit the Group's
risk exposure at a time when the market was suffering from the
prolonged impact of COVID-19 as well as when the Group was unable
to access funding to support new projects.
Power Sales - discontinued activity following BVSB disposal
Biogas Power Plants
As a result of the Malaysian government's stringent COVID-19
restrictions combined with political changes in Malaysia that
impeded the activities of the regulatory bodies while adjusting to
a new regime, progress was delayed across the Group's biogas power
plants. The visits from testers and regulators that are required to
enable commencement of power sales were cancelled or postponed
while some equipment parts and specialist engineers faced delays in
arriving from outside Malaysia. These problems were compounded by
the Group's financial constraints, which prevented investment in
requisite upgrading works.
A summary of the developments with the Group's biogas power
plants during the period is as follows:
-- Seberang Perak (2MW) received its Initial Operation Date
("IOD") date in January 2021, which enabled it to commence
exporting power to Tenaga National Berhad ("TNB") electricity grid
at a reduced Feed-in-Tariff ("FiT") rate. Seberang Perak was
awarded the Commercial Operation Date ("COD") in May 2021, enabling
it to export electricity to TNB at the full FiT rate, and received
the letter of approval from Sustainable Energy Development
Authority ("SEDA") in September 2021, which enabled the Group to
recognise the revenue generated from power sales (including
receiving payment for revenue that had been accrued to date).
Accordingly, from May 2021, Seberang Perak was exporting 1MW to TNB
- with the reduction compared with the plant's 2MW capacity being
due to an insufficient supply of Palm Oil Mill Effluent ("POME")
feedstock.
-- Malpom (2MW) power sales were temporarily ceased early in the
year due to engine downtime and scheduled maintenance while
upgrading works continued. From July 2021, the plant was unable to
generate power as a fire incident at the neighbouring palm oil mill
that supplies the POME feedstock to Malpom forced the plant to shut
down. While the mill resumed operations in March 2022, the Group
was unable to recommence power production as it did not have the
financing available that is required for the process to re-start
the plant after a prolonged period of downtime.
-- Nasaruddin (1MW) continued to await the granting of the IOD,
which was subject to a visit to the site from TNB and, accordingly,
was impacted by the government restrictions on travel. This was
also further delayed by a shutdown at the neighbouring mill for
maintenance work from December 2021 to mid-January 2022.
-- Kahang (2MW) recommenced operations in January 2021, but due
to the prolonged period of shutdown for upgrading works, it was
required to undergo a 'Re-IOD' process to be able to export power
to TNB. This did not occur as a result of the government
restrictions on travel preventing the regulatory visit and then a
visit scheduled for December 2021 needing to be postponed due to an
outbreak of COVID-19 among employees at the site. An initial visit
occurred in March 2022 and BVSB was awaiting a subsequent visit to
complete the re-IOD process as at period end.
In addition, in July 2021, the Group entered into an agreement
regarding a 3MW waste-to-energy biogas power plant in Aceh,
Tamiang, Indonesia whereby it would provide EPCC services and then
receive a shareholding in the plant upon completion. However, due
to the financial constraints of the Group and the other parties
involved, progress was impeded, with RM10m being required to
complete the project. The Group nor the other parties had access to
this funding.
Financial Review
Revenue
Revenue for the sixteen months ended 30 April 2022 was RM1.6m
(2020: RM103.7m), which was generated by the sale of electricity
from the Group's biogas power plant portfolio.
Gross profit
The gross loss for sixteen months ended 30 April 2022 was
RM6.2m, (2020: gross profit of RM6.3m).
Operating loss
There was an operating loss for the sixteen months ended 30
April 2022 of RM81.9m (2020: RM119.5m loss). The loss before tax
was RM86.0m (2020: RM120.3m loss).
Earnings/(loss) per share
On a consolidated level, the Group's basic loss per share for
the sixteen months ended 30 April 2022 was RM0.20 (2020: RM0.29
loss per share) based on the weighted number of ordinary
shares.
Receivables
Trade and other receivables amounted to RM5.5m as of 30 April
2022 (31 December 2020: RM17.2m) and principally comprised the
placing funds.
Cash flow and financing
Cash and cash equivalents at 30 April 2022 were RM6k (31
December 2020: RM2.3m). This follows the Company raising, during
the period, GBP1m (approx. RM5.5m) before expenses through a
placing of new ordinary shares. As at 30 April 2022, these funds
were held on behalf of BiON by a custodian and as such are shown
within trade and other receivables rather than cash and cash
equivalents.
Key Performance Indicators
Following the disposal of its operating business (BVSB), the
Company no longer manages its operational performance using Key
Performance Indicators ("KPIs"). As a result, performance against
KPIs is not presented within these financial statements. The
Company's immediate future performance criteria relate to a
successful future acquisition/reverse takeover.
Auditor's Report
The audit report on the Company's accounts was one of a
disclaimer of opinion on the basis that the Directors were unable
to provide sufficient appropriate audit evidence for the full
sixteen-month period for which the auditor was engaged to audit as
they no longer have access, following the disposal of BVSB, to the
systems containing the financial data and supporting information
necessary for the audit to be carried out. Consequently, the
auditor was unable to determine whether any adjustments might have
been found necessary in the elements making up the consolidated
financial statements. In addition, the auditor was unable to rely
on the work of the previous auditors for the opening balances in
the consolidated financial statements as a disclaimer of opinion
was given in the audit report for the financial statements for the
year ended 31 December 2020.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30.04.2022 31.12.2020
Note RM'000 RM'000
ASSETS
NON-CURRENT ASSETS
Intangible assets 5 - 722
Property, plant and equipment 6 - 88,713
Right-of-use assets 12 (a) - 4,826
Total non-current assets - 94,261
----------- -----------
CURRENT ASSETS
Trade and other receivables 7 5,471 17,148
Amount due from customer contracts 8 - 401
Amounts due from related parties 9 - 1,786
Cash and cash equivalents 10 6 2,287
Total current assets 5,477 21,622
----------- -----------
Total assets 5,477 115,883
=========== ===========
EQUITY
Stated capital 11 74,928 69,458
Foreign translation reserve 26 (234) (2,586)
Retained loss (73,116) (124,685)
Merger reserve 26 - (4,028)
Total shareholders' equity 1,578 (61,841)
Non-controlling interests - 148
Total equity 1,578 (61,693)
----------- -----------
CURRENT LIABILITIES
Trade and other payables 13 3,116 108,280
Lease liabilities 12 (b) - 457
Short-term borrowings 14 - 2,590
Income tax liabilities 22 - 1,429
Total current liabilities 3,116 112,756
----------- -----------
NON-CURRENT LIABILITY
Government grants deferred income 15 - 83
Long-term borrowings 14 - 56,690
Lease liabilities 12 (b) - 5,636
Amounts due to directors 23 783 2,329
Deferred taxation 16 - 82
Total non-current liabilities 783 64,820
----------- -----------
Total liabilities 3,899 177,576
----------- -----------
Total liabilities and equity 5,477 115,883
=========== ===========
The notes to the financial statements form an integral part of
these financial statements.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
PERIODED YEARED
30.04.2022* 31.12.2020
Note RM'000 RM'000
Revenue 17 1,599 103,673
Cost of sales (7,805) (97,408)
Gross (loss)/profit (6,206) 6,265
Other income 18 3,792 6,481
Less: operating expenses
Administrative expenses (81,928) (132,199)
Operating loss (84,342) (119,453)
Finance income 19 2,226 1,982
Finance costs 20 (3,897) (2,783)
Loss before taxation 21 (86,013) (120,254)
Income tax expense 22 - (1,311)
Loss for the year (86,013) (121,565)
--------------- ---------------------
Other comprehensive loss
Exchange difference on translation of foreign
operations 2,353 97
Total comprehensive loss (83,660) (121,468)
=============== =====================
Loss for the year attributable to:
-
- Owners of the company (86,010) (121,550)
- Non-controlling interest (3) (15)
(86,013) (121,565)
=============== =====================
Total comprehensive loss attributable
to: -
- Owners of the company (83,657) (121,453)
- Non-controlling interest (3) (15)
(83,660) (121,468)
=============== =====================
Loss per share:
Basic (RM) 25 (0.20) (0.29)
Diluted (RM) 25 (0.20) (0.29)
=============== =====================
The notes to the financial statements form an integral part of
these financial statements.
*All amounts are derived from discontinued operations.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Foreign Merger Retained Attributable Non- Total
capital translation reserve profit to owners controlling equity
reserve of the Company interest
Note RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
Balance as at 1
January 2020 61,052 (2,683) (4,028) (3,529) 50,812 163 50,975
Loss for the
year - - - (121,550) (121,550) (15) (121,565)
Translation of
foreign
operations - 97 - - 97 - 97
--------- ------------- --------- ---------- --------------- --------------- ----------
Total
comprehensive
loss - 97 - (121,550) (121,453) (15) (121,468)
Transaction
with owners
Issuance of
placing
shares* 8,406 - - - 8,406 - 8,406
Capital
contribution** - - - 394 394 - 394
Balance at 31
December 2020 69,458 (2,586) (4,028) (124,685) (61,841) 148 (61,693)
Balance as at 1
January 2021 69,458 (2,586) (4,028) (124,685) (61,841) 148 (61,693)
Loss for the
period - - - (86,010) (86,010) (3) (86,013)
Effects of
disposal of
subsidiary - - 4,028 137,579 141,607 (145) 141,462
Translation of
foreign
operations - 2,352 - - 2,352 - 2,352
--------- ------------- --------- ---------- --------------- --------------- ----------
Total
comprehensive
loss 69,458 2,352 - 51,569 57,949 - 57,801
--------- ------------- --------- ---------- --------------- --------------- ----------
Transaction
with owners
Issuance of
shares* 11 5,470 - - - 5,470 - 5,470
Balance at 30
April 2022 74,928 (234) - (73,116) 1,578 - 1,578
--------- ------------- --------- ---------- --------------- --------------- ----------
The notes to the financial statements form an integral part of
these financial statements.
* The issue of shares is recognised net of fundraising cost
totaling to RM Nil.
** The capital contribution is recognised for the waiver of
interest on loan from related party whom being a significant
shareholder in BiON plc.
CONSOLIDATED STATEMENT OF CASH FLOWS
PERIODED YEARED
30.04.2022 31.12.2020
Note RM'000 RM'000
CASH FLOW FROM OPERATING ACTIVITIES
(Loss)/profit before taxation (86,013) (120,254)
Adjustments for:
Amortisation of intangible assets 55 54
Depreciation of property, plant and equipment 6 4,017 2,105
Depreciation of right-of-use assets 597 611
Government grant income (13) (13)
Impairment loss/write back 37,416 117,292
Interest expenses: -
- Lease liabilities interest 20 628 645
- Loan interest 20 3,269 2,132
Interest income 19 (2,226) (1,982)
Gain on disposal of right-of-use assets - (53)
Property, plant and equipment written off 3,504 1,631
Intangibles write off 237 -
Trade & other receivables write off 5,000 -
Unrealised gain on foreign exchange 410 (276)
Waived of amount due to related parties (1,028) (3,758)
Cash flow from/ (used in) operating activities
before working capital changes (37,012) (1,866)
Decrease/(increase) in trade and other receivables (13,813) (72,721)
Increase in trade and other payables 106,156 62,417
(Increase)/decrease in amount due from related
parties 3,733 1,003
--------------- -----------
Cash flow from/ (used in) operating activities (59,064) 1,570
Interest paid (3,272) (1,738)
Interest received - -
--------------- -----------
NET CASH FLOW FROM OPERATING ACTIVITIES 55,792 (12,905)
--------------- -----------
CASH FLOW FOR INVESTING ACTIVITIES
Proceeds from disposal of right-of-use assets - 130
Proceeds from issuance of share 5,470 -
Purchase of property, plant and equipment 6 (6,086) (36,441)
Purchase of right-of-use assets - (89)
--------------- -----------
NET CASH FLOW USED IN INVESTING ACTIVITIES (616) (36,400)
--------------- -----------
CASH FLOW FOR FINANCING ACTIVITIES
Drawdown of term loans - 59,280
Repayment of lease liabilities (530) (1,241)
Repayment/reassignment of term loans (59,280) (6,627)
--------------- -----------
NET CASH FLOW FROM FINANCING ACTIVITIES (59,810) 51,412
--------------- -----------
Net increase/(decrease) in cash and cash
equivalents (4,634) 2,108
Effects of foreign exchange translation 2,353 97
Cash and cash equivalents at the beginning
of the year 2,287 83
--------------- -----------
Cash and cash equivalents at the end of
the year 10 6 2,287
--------------- -----------
The notes to the financial statements form an integral part of
these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIODED 30 APRIL 2022
1. GENERAL INFORMATION
BiON plc ("the Company") was incorporated as a public limited
company in Jersey with registration number 119200 on 7 August 2015.
The registered office of the Company is 12 Castle Street, St.
Helier, Jersey JE2 3RT, Channel Islands.
Pursuant to a special resolution ratified at the Extraordinary
General Meeting of the Company held on 30 April 2020, the Company
changed its name to BiON plc. Accordingly the change of name was
taken effective from 1 May 2020, upon receiving the certificate
from the Registrar of Companies in Jersey.
The Company is listed on the AIM market of the London Stock
Exchange. For the majority of the period under review, the
Company's nature of operations was to act as the holding company
for a group of subsidiaries that are involved in research and
development, provision of professional engineering consultancy and
process design services in the areas of industrial biotechnology,
pollution control and renewable energy; and engineering,
procurement and construction of various waste treatment
plants/systems; development, commercialisation, operation and
maintenance of renewable energy plants .
Since the Company disposed of the Group's operating entity, BiON
Ventures Sdn Bhd (which held the Group's trading subsidiaries) on
19 April 2022, the Company became an AIM Rule 15 cash shell focused
on acquiring a business that is seeking an AIM quoted platform via
a reverse takeover.
The consolidated financial statements include the financial
statements of the Company and its controlled subsidiaries (the
"Group") up until the date of disposal as mentioned above,
including:
Place of Registered
Name incorporation address Principal activity Effective interest
30.04.2022 31.12.2020
---------------- ------------ ----------------------- ------------ -----------
BiON Ventures
Sdn Bhd (fka
Green & Smart
Ventures Sdn
Bhd)* Malaysia Note 1 Holding company - 100%
---------------- ------------ ----------------------- ------------ -----------
BiON Sdn Bhd
(fka Green &
Smart Sdn Bhd) Malaysia Note 1 IPP & EPCC contractor - 100%
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BiON Suria Sdn
Bhd Malaysia Note 1 IPP & EPCC contractor - 100%
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Our Energy Group
(M) Sdn Bhd Malaysia Note 2 IPP - 51%
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Note 1 - registered address: B-1-15, Block B, 8 Avenue, Jalan
Sungai Jernih 8/1, Section 8, 46050 Petaling Jaya, Selangor.
Note 2 - registered address: 3-2, 3rd. Mile Square, No. 151,
Jalan Klang Lama, Batu 3 1/2 , 58100 Kuala Lumpur.
*Disposed of on 19 April 2022 by BiON plc and ceased to own,
control or conduct all or substantially all, of its existing
trading business, activities or assets. Therefore, all subsidiaries
are no longer owned or controlled by the Company after this date,
and the period end balance sheet as at 30 April 2022 is for BiON
plc only.
2. BASIS OF PREPARATION
The financial statements have been prepared in accordance with
UK adopted International Accounting Standards, including related
interpretations issued by the International Financial Reporting
Interpretations Committee ("IFRIC").
As permitted by Companies (Jersey) Law 1991 only the
consolidated financial statements are presented.
The financial statements are presented in Ringgit Malaysia
("RM") unless otherwise stated and is the currency of the primary
economic environment in which the Group operates. All values are
rounded to the nearest thousand ringgits ("RM'000") except where
otherwise indicated.
Going Concern
At the reporting date, the Company held cash and cash
equivalents of RM6k (2020: RM2.3m), had current liabilities of
RM3.1m (2020: RM112.8m) and was in a net asset position of RM1.6m
(2020: net liability RM61.7m). Shortly prior to the reporting date,
on 19 April 2022, the Company disposed of its operating entity,
BiON Ventures Sdn Bhd, and became an AIM Rule 15 cash shell company
for the purpose of acquiring a business that is seeking an AIM
quoted platform via a reverse takeover. Subsequent to the reporting
date, the Company received, from its custodian, the proceeds of the
GBP1m (RM5.5m) fundraising (before costs) that it had completed on
20 April 2022 via the placing of new ordinary shares. Following the
settlement of outstanding creditors, as at 4 October 2022, the
Company held cash and cash equivalents of RM2.61m. Having disposed
of its operating business, the Company has minimal ongoing costs,
which reflect the costs of administrating its listing on the London
Stock Exchange's AIM market.
Based on the current cash availability and predicted expenditure
levels, the Directors believe the Company's resources are
sufficient to allow the Company to meet its obligations as they
fall due for the foreseeable future, and as a minimum for a period
of at least 12 months from the date of approval of these financial
statements. Consequently, the Directors will continue to prepare
the financial statements on a going concern basis.
Details of the Disposal
The Company disposed of its main operational subsidiary, BVSB,
which includes its trading group. Under the terms of the Disposal
Agreement, Minnos Ventures Inc, acquired the entire issued capital
of BVSB for a total consideration of GBP1.00.
The disposal represented a fundamental change of business for
the Company.
3. basis of COnSOLIDATION
The consolidated financial statements comprise the financial
information of the Company and its subsidiaries made up to the end
of the reporting period. Control is achieved when the Group is
exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns
through its power over the investee. The consolidated financial
statements present the results of the Company and its subsidiaries
and joint arrangements as if they formed a single entity.
Inter-company transactions and balances between Group companies are
therefore eliminated in full. The financial information of
subsidiaries is included in the Group's financial statements from
the date that control commences until the date that control
ceases.
On 6 May 2016, the Company entered into agreements with all of
the shareholders of BiON Ventures Sdn Bhd ("Green & Smart
Ventures Sdn Bhd") for a share for share exchange regarding the
ordinary shares in BiON plc and ordinary shares in BiON Ventures.
As a result of this transaction, the ultimate shareholders in the
Company received shares in BiON plc in direct proportion to their
original shareholdings in BiON Ventures.
The acquisition of BiON Ventures by the Company was that of a
re-organisation of entities which were under common control. As
such, that combination also falls outside the scope of IFRS 3
'Business Combinations' (Revised 2008). The Directors have,
therefore, decided that it is appropriate to reflect the
combination using the merger basis of accounting in order to give a
true and fair view. No fair value adjustments were made as a result
of that combination.
BiON Ventures Sdn Bhd was disposed of on 19 April 2022 by BiON
plc meaning the Company ceased to own, control or conduct all or
substantially all, of its existing trading business, activities or
assets. Therefore, all subsidiaries are no longer owned or
controlled by the Company after this date, and the period end
balance sheet as at 30 April 2022 is for BiON plc only.
CHANGES IN ACCOUNTING POLICIES
Standards and interpretations adopted during the year
There are several standards, amendments to standards, and
interpretations which have been issued by IASB that became
effective during the accounting period. The most significant of
these are as follows:
o Amendments to IAS 37 Onerous Contracts - Cost of Fulfilling a
Contract (Amendments to IAS 37) (effective for periods commencing
on or after 1 January 2022);
o Amendments to IAS 16 Property, Plant and Equipment: Proceeds
before Intended Use (Amendments to IAS 16) (effective for periods
commencing on or after 1 January 2022);
o Annual Improvements to IFRS Standards 2018-2020 (Amendments
IFRS 1, IFRS 9, IFRS 16 and IAS 41) (effective for periods
commencing on or after 1 January 2022); and
o References to Conceptual Framework (Amendments to IFRS 3)
(effective for periods commencing on or after 1 January 2022).
The standards have no material impact to the Group's financial
statements.
Standards, amendments, and interpretations that are not yet
effective:
In January 2020, the IASB issued amendments to IAS 1, which
clarify the criteria used to determine whether liabilities are
classified as current or non-current. These amendments clarify that
current or non-current classification is based on whether an entity
has a right at the end of the reporting period to defer settlement
of the liability for at least twelve months after the reporting
period. The amendments also clarify that 'settlement' includes the
transfer of cash, goods, services, or equity instruments unless the
obligation to transfer equity instruments arises from a conversion
feature classified as an equity instrument separately from the
liability component of a compound financial instrument. The
amendments were originally effective for annual reporting periods
beginning on or after 1 January 2022. However, in May 2020, the
effective date was deferred to annual reporting periods beginning
on or after 1 January 2023.
The Company is currently assessing the impact of these new
amendments.
4. SIGNIFICANT ACCOUNTING POLICIES
4.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the Group financial statements in conformity
with Financial Report Standard requires the use of judgements,
estimates and assumptions that affect the reported amounts of
assets, liabilities and disclosure made at the date of the
financial statements including the amounts of revenue and expenses
during the financial year. Estimates and judgements are continually
evaluated by the directors and management and are based on
historical experience and other factors, including expectations of
future events that are believed to be reasonable under the
circumstances. Although these estimates are based on directors and
management's best knowledge of current events and actions, actual
result may differ from those estimates.
The estimates and judgements that affect the application of the
Group accounting policies and disclosures, and have a significant
risk of causing a material adjustment to the carrying amounts of
assets, liabilities, revenue and expenses are discussed below:
a) Impairment of assets
When the recoverable amount of an asset is determined based on
the estimate of the value-in-use of the cash-generating unit to
which the asset is allocated, the management is required to make an
estimate of the expected future cash flows from the cash-generating
unit and also to apply a suitable discount rate in order to
determine the present value of those cash flows.
b) Impairment of trade and other receivables
An impairment loss is recognised when there is objective
evidence that a financial asset is impaired. Management
specifically reviews its loans and receivable financial assets and
analyses historical bad debts, customer concentrations, customer
creditworthiness, current economic trends and changes in the
customer payment terms when making a judgement to evaluate the
adequacy of the allowance for impairment losses. Where there is
objective evidence of impairment, the amount and timing of future
cash flows are estimated based on historical loss experience for
assets with similar credit risk characteristics. If the expectation
is different from the estimation, such difference will impact the
carrying value of receivables.
c) Construction contracts
As described in note 4.14, the Group's accounting approach w
here the outcome of a construction contract can be reliably
estimated, contract revenue and contract costs are recognised as
revenue and expenses respectively by using the stage of completion
method. The stage of completion is measured by reference to the
proportion of contract costs incurred for work performed to date to
the estimated total contract costs.
Where the outcome of a construction contract cannot be reliably
estimated, contract revenue is recognised to the extent of contract
costs incurred that are likely to be recoverable. Contract costs
are recognised as expenses in the year in which they are
incurred.
The carrying amounts of the Group's construction contracts due
from/(to) customers at the end of the reporting year are disclosed
in note 8 including any allowance for impairment if there is a
material uncertainty to fully recover costs of each contract.
d) Going Concern
The financial statements are prepared on a basis other than the
going concern basis. As stated in note 2, at the reporting date,
the Company held cash and cash equivalents of RM6k (2020: RM2.3m),
had current liabilities of RM3.1m (2020: RM112.8m) and was in a net
asset position of RM1.6m (2020: net liability RM61.7m). Shortly
prior to the reporting date, on 19 April 2022, the Company disposed
of its operating entity, BiON Ventures Sdn Bhd, and became an AIM
Rule 15 cash shell company for the purpose of acquiring a business
that is seeking an AIM quoted platform via a reverse takeover.
Subsequent to the reporting date, the Company received, from its
custodian, the proceeds of the GBP1m (RM5.5m) fundraising (before
costs) that it had completed on 20 April 2022 via the placing of
new ordinary shares. Following the settlement of outstanding
creditors, as at 4 October 2022, the Company held cash and cash
equivalents of RM2.61m. Having disposed of its operating business,
the Company has minimal ongoing costs, which reflect the costs of
administrating its listing on the London Stock Exchange's AIM
market.
Based on the current cash availability and predicted expenditure
levels, the Directors believe the Company's resources are
sufficient to allow the Company to meet its obligations as they
fall due for the foreseeable future, and as a minimum for a period
of at least 12 months from the date of approval of these financial
statements. Consequently, the Directors will continue to prepare
the financial statements on a going concern basis.
e) Revenue Recognition
Revenue is recognised when the amount of revenue and cost
incurred or to be incurred can be measured reliably and it is
probable that the economic benefits associated with the transaction
will flow to the Group at the point of transaction. Note 4.11
describes the Group's accounting approach when recognising
revenue.
The Directors monitored the outstanding receivable balances
arising from recognising the revenue. The Group establishes an
allowance for impairment that represents its estimate of incurred
losses in respect of the trade and other receivables as
appropriate. The main components of this allowance are a specific
loss component that relates to individually significant exposures,
and a collective loss component established for groups of similar
assets in respect of losses that have been incurred but not yet
identified (where applicable). Impairment is estimated by
management based on prior experience or in light of new information
and the current economic environment.
4.2 FUNCTIONAL AND FOREIGN CURRENCIES
a) Transactions and balances
Transactions in foreign currencies are converted into the
respective functional currencies on initial recognition, using the
exchange rates approximating those ruling at the transaction dates.
Monetary assets and liabilities at the end of the reporting period
are translated at the rates ruling as of that date. Non-monetary
assets and liabilities are translated using exchange rates that
existed when the values were determined. All exchange differences
are recognised in profit or loss.
b) Foreign operations
Assets and liabilities of foreign operations are translated to
RM at the rates of exchange ruling at the end of the reporting
period. Revenues and expenses of foreign operations are translated
at exchange rates approximating those ruling at the dates of the
transactions. All exchange differences arising from translation are
taken directly to other comprehensive income and accumulated in
equity under the foreign exchange translation reserve. On the
disposal of a foreign operation, the cumulative amount recognised
in other comprehensive income relating to that particular foreign
operation is reclassified from equity to profit or loss.
4.3 FINANCIAL INSTRUMENTS
4.3.1 Financial Assets
On initial recognition, financial assets are classified as
either financial assets at fair value through profit or loss
("FPVL"), held-to-maturity investments, loans and receivables
financial assets, or available-for sale financial assets, as
appropriate. The Group currently holds financial assets as:
Loans and receivables
These assets are non-derivative financial assets that have fixed
or determinable payments that are not quoted in an active market.
They arise through the provision of services to customers (trade
receivables). They are initially recognised at fair value plus
transaction costs that are directly attributable to the acquisition
or issue and subsequently carried at amortised cost using the
effective interest method less provision for impairment. The effect
of discounting on these financial instruments is not considered to
be material.
Impairment provisions are recognised when there is objective
evidence (such as significant financial difficulties on the part of
the counterparty or default or significant delay in payment) that
the Group will be unable to collect all the amounts due under the
term's receivable. The amount of such a provision being the
difference between the net carrying amount and the present value of
the future expected cash flows associated with the impaired
receivable. For trade receivables, such provisions are recorded in
a separate allowance account with the loss being recognised within
administrative expenses in the income statement. On confirmation
that the trade receivable will not be collectable, the gross
carrying value of the asset is written off against the associated
provision.
4.3.2 Financial Liabilities
All financial liabilities are initially measured at fair value
plus directly attributable transaction costs and subsequently
measured at amortised cost using the effective interest method.
Financial liabilities are classified as current liabilities
unless the Group has an unconditional right to defer settlement of
the liability for at least 12 months after the reporting date.
4.3.3 Equity Instruments
Instruments classified as equity are measured at cost and are
not remeasured subsequently.
Ordinary shares
Incremental costs directly attributable to the issue of new
ordinary shares or options are shown in equity as a deduction, net
of tax, from proceeds.
4.3.4 Derecognition
A financial asset or part of it is derecognised when, and only
when, the contractual rights to the cash flows from the financial
asset expire or the financial asset is transferred to another party
without retaining control or substantially all risks and rewards of
the asset. On derecognition of a financial asset, the difference
between the carrying amount and the sum of the consideration
received (including any new asset obtained less any new liability
assumed) and any cumulative gain or loss that had been recognised
in equity is recognised in profit or loss.
A financial liability or a part of it is derecognised when, and
only when, the obligation specified in the contract is discharged
or cancelled or expires. On derecognition of a financial liability,
the difference between the carrying amount of the financial
liability extinguished or transferred to another party and the
consideration paid, including any non-cash assets transferred or
liabilities assumed, is recognised in profit or loss.
4.4 PROPERTY, PLANT AND EQUIPMENT
a) Owned Assets
Items of property, plant and equipment are stated at cost less
accumulated depreciation and any accumulated impairment losses, if
any. The cost of an asset comprises its purchase price and any
directly attributable costs of bringing the asset to the location
and condition for its intended use.
b) Assets under construction
Assets under construction are items of property, plant and
equipment that are yet to be completed or ready for use. These are
held at historical cost less any accumulated impairment losses.
Historical cost includes expenditure that is directly attributable
to bringing the asset to the location and condition necessary for
it to be capable of operating in the manner intended by
management.
Depreciation is not provided until such a time that the asset is
capable of operating in the manner intended by management. Upon
completion of the asset, the assets will be carried at fair value
determined annually by the directors.
c) Depreciation
Depreciation is charged to profit or loss (unless it is included
in the carrying amount of another asset) on the straight-line basis
to write off the depreciable amount of the assets net of the
estimated residual values over their estimated useful lives. Assets
under construction are depreciated from the date they are ready for
use. Depreciation of an asset does not cease when the asset becomes
idle or is retired from active use unless the asset is fully
depreciated. The principal annual rates used for this purpose are:
-
Estimated Useful
Lives
Office equipment 5 -10 years
-----------------
Furniture and fittings 5 -10 years
-----------------
Renovation 5 -10 years
-----------------
Industrial building 20 years
-----------------
The depreciation method, useful lives and residual values are
reviewed, and adjusted if appropriate, at the end of each reporting
period to ensure that the amounts, method and periods of
depreciation are consistent with previous estimates and the
expected pattern of consumption of the future economic benefits
embodied in the items of the property, plant and equipment.
d) Subsequent expenditure
Subsequent costs are included in the asset's carrying amount or
recognised as a separate asset, as appropriate, only when the cost
is incurred and it is probable that the future economic benefits
associated with the asset will flow to the Group and the cost of
the asset can be measured reliably. The carrying amount of parts
that are replaced is derecognised. The costs of the day-to-day
servicing of property, plant and equipment are recognised in profit
or loss as incurred. Cost also comprises the initial estimate of
dismantling and removing the asset and restoring the site on which
it is located for which the Group is obligated to incur when the
asset is acquired, if applicable.
An item of property, plant and equipment is derecognised upon
disposal or when no future economic benefits are expected from its
use. Any gain or loss arising from de-recognition of the asset is
recognised in profit or loss.
4.5 INTANGIBLE ASSETS
Intangible assets acquired separately are measured on initial
recognition at cost. Following initial recognition, intangible
assets are carried at cost less accumulated amortisation and any
accumulated impairment losses (Note 5). The useful lives of
intangible assets are assessed to be either finite or
indefinite.
Intangible assets with a finite life are amortised on
straight-line basis over the estimated economic useful life and
assessed for impairment whenever there is an indication that the
intangible asset may be impaired. The amortisation period and the
amortisation method for an intangible asset with a finite useful
life are reviewed at least at each financial year-end.
The amortisation expense on intangible assets with finite useful
lives is recognised in the profit or loss in the expense category
consistent with the function of the intangible asset.
a) Trademark
Trademarks are stated at cost less accumulated amortisation and
any impairment losses (Note 5). Trademarks are tested for
impairment annually or more frequently if the events or changes in
circumstances indicate that the carrying value may be impaired
either individually or at cash generating unit level. Trademarks
are amortised over a period of ten (10) years.
4.6 IMPAIRMENT
a) Impairment of Financial Assets
The recognition of an allowance for expected credit losses
(ECLs) for all debt instruments not held at fair value through
profit and loss ("FVPL"). ECLs are based on the difference between
the contractual cash flows due in accordance with the contract and
all the cash flows expects to receive, discounted at an
approximation of the original effective interest rate. The expected
cash flows will include cash flows from the sale of collateral held
or other credit enhancements that are integral to the contractual
terms.
ECLs are recognised in two stages. For credit exposures for
which there has not been a significant increase in credit risk
since initial recognition, ECLs are provided for credit losses that
result from default events that are possible within the next
12-months (a 12-month ECL). For those credit exposures for which
there has been a significant increase in credit risk since initial
recognition, a loss allowance is recognised for credit losses
expected over the remaining life of the exposure, irrespective of
timing of the default (a lifetime ECL).
For trade receivables, the Group applies a simplified approach
in calculating ECLs. Therefore, the Group does not track changes in
credit risk, but instead recognises a loss allowance based on
lifetime ECLs at each reporting date. The Group has established a
provision matrix that is based on its historical credit loss
experience, adjusted for forward-looking factors specific to the
debtors and the economic environment which could affect debtors'
ability to pay.
The Group considers a financial asset in default when
contractual payments are past due. However, in certain cases, the
Group may also consider a financial asset to be in default when
internal or external information indicates that the Group is
unlikely to receive the outstanding contractual amounts in full
before taking into account any credit enhancements held by the
Group. A financial asset is written off when there is no reasonable
expectation of recovering the contractual cash flows.
b) Impairment of Non-Financial Assets
The carrying values of assets, are reviewed at the end of each
reporting period for impairment when there is an indication that
the assets might be impaired. Impairment is measured by comparing
the carrying values of the assets with their recoverable amounts.
The recoverable amount of the assets is the higher of the assets'
fair value less costs to sell and their value--in--use, which is
measured by reference to discounted future cash flow.
An impairment loss is recognised in profit or loss
immediately.
When there is a change in the estimates used to determine the
recoverable amount, a subsequent increase in the recoverable amount
of an asset is treated as a reversal of the previous impairment
loss and is recognised to the extent of the carrying amount of the
asset that would have been determined net of amortisation and
depreciation, had no impairment loss been recognised. The reversal
is recognised in profit or loss immediately.
4.7 CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash in hand, bank balances,
demand deposits, bank overdrafts and short-term, highly liquid
investments that are readily convertible to known amounts of cash
and which are subject to an insignificant risk of changes in value
with original maturity periods of three months or less.
4.8 LEASES
The Group assesses at contract inception whether a contract is,
or contains, a lease. That is, if the contract conveys the right to
control the use of an identified asset for a period of time in
exchange for consideration.
The Group applies a single recognition and measurement approach
for all leases, except for short-term leases and leases of
low-value assets. The Group recognises lease liabilities
representing the obligations to make lease payments and
right-of-use assets representing the right to use the underlying
leased assets.
a) Right-of-use assets
The Group recognises right-of-use assets at the commencement
date of the lease (i.e. the date the underlying asset is available
for use). Right-of-use assets are measured at cost, less any
accumulated depreciation and impairment losses, and adjusted for
any remeasurement of lease liabilities.
The cost of right-of-use assets includes the amount of lease
liabilities recognised, initial direct costs incurred, and lease
payments made at or before the commencement date less any lease
incentives received. Right-of-use assets are depreciated on a
straight-line basis over the shorter of the lease term and the
estimated useful lives of the assets.
If ownership of the leased asset transfers to the Company at the
end of the lease term or the cost reflects the exercise of a
purchase option, depreciation is calculated using the estimated
useful life of the asset. The right-of-use assets are also subject
to impairment. The accounting policy for impairment is disclosed in
note 4.6 (b).
b) Lease liabilities
At the commencement date of the lease, the Group recognises
lease liabilities measured at the present value of lease payments
to be made over the lease term. The lease payments include fixed
payments (including in-substance fixed payments) less any lease
incentives receivable, variable lease payments that depend on an
index or a rate, and amounts expected to be paid under residual
value guarantees. The lease payments also include the exercise
price of a purchase option reasonably certain to be exercised and
payments of penalties for terminating the lease, if the lease term
reflects the Group exercising the option to terminate. Variable
lease payments that do not depend on an index or a rate are
recognised as expenses (unless they are incurred to produce
inventories) in the period in which the event or condition that
triggers the payment occurs.
In calculating the present value of lease payments, the Group
uses its incremental borrowing rate at the lease commencement date
because the interest rate implicit in the lease is not readily
determinable. After the commencement date, the amount of lease
liabilities is increased to reflect the accretion of interest and
reduced for the lease payments made.
In addition, the carrying amount of lease liabilities is
remeasured if there is a modification, a change in the lease term,
a change in the lease payments (e.g. changes to future payments
resulting from a change in an index or rate used to determine such
lease payments) or a change in the assessment of an option to
purchase the underlying asset.
c) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to
its short-term leases (i.e. those leases that have a lease term of
12 months or less from the commencement date and do not contain a
purchase option). It also applies the lease of low-value assets
recognition exemption to leases that are considered to be low
value. Lease payments on short-term leases and leases of low value
assets are recognised as expense on a straight-line basis over the
lease term.
4.9 TAXES
Income tax for the period comprises current and deferred
tax.
Current tax is the expected amount of income taxes payable in
respect of the taxable profit for the reporting period and is
measured using the tax rates that have been enacted or
substantively enacted at the end of the reporting period, and any
adjustment to tax payable in respect of previous financial
years.
Deferred tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial
statements.
Deferred tax liabilities are recognised for all taxable
temporary differences other than those that arise from the initial
recognition of an asset or liability in a transaction which is not
a business combination and at the time of the transaction, affects
neither accounting profit nor taxable profit.
Deferred tax assets are recognised for all deductible temporary
differences, unused tax losses and unused tax credits to the extent
that it is probable that future taxable profits will be available
against which the deductible temporary differences, unused tax
losses and unused tax credits can be utilised. The carrying amounts
of deferred tax assets are reviewed at the end of each reporting
period/year and reduced to the extent that it is no longer probable
that sufficient future taxable profits will be available to allow
all or part of the deferred tax assets to be utilised.
Deferred tax assets and liabilities are measured at the tax
rates that are expected to apply in the year/period when the asset
is realised or the liability is settled, based on the tax rates
that have been enacted or substantively enacted at the end of the
reporting year/period.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when the deferred income taxes relate
to the same taxation authority.
Deferred tax relating to items recognised outside profit or loss
is recognised outside profit or loss. Deferred tax items are
recognised in correlation to the underlying transactions either in
other comprehensive income or directly in equity. Deferred tax
arising from a business combination is included in the resulting
goodwill or excess of the acquirer's interest in the net fair value
of the acquiree's identifiable assets, liabilities and contingent
liabilities over the business combination costs.
4.10 EMPLOYEE BENEFITS
a) Short-term benefits
Wages, salaries, paid annual leave and sick leave, bonuses and
non-monetary benefits are measured on an undiscounted basis and are
recognised in profit or loss and included in the development costs,
where appropriate, in the period/year in which the associated
services are rendered by employees of the Group.
b) Defined contribution plans
The Group's contribution to defined contribution plans are
recognised in profit or loss in the period/year to which they
relate. Once the contributions have been paid, the Group has no
further liability in respect of the defined contribution plans.
4.11 REVENUE AND OTHER INCOME
Revenue is recognised at an amount that reflects the
consideration to which the entity expects to be entitled in
exchange for transferring goods or services to a customer net of
sales taxes and discounts. A performance obligation may be
satisfied at a point in time or over time. The amount of revenue
recognised is the amount allocated to the satisfied performance
obligation.
(i) Revenue from construction contracts
The Group contracts with its customers for construction
services. Revenue from construction contracts is recognised over
time using the input method, which is based on the actual cost
incurred to date on the construction project as compared to the
total budgeted cost for the respective construction project.
(ii) Government grants
Grants that compensate the Group for expenses incurred are
recognised in profit or loss on a systematic basis over the period
necessary to match them with the related costs which they are
intended to compensate for.
Grants that compensate the Group for the costs of assets are
recognised in profit or loss on a systematic basis over the
expected life of the related asset.
(iii) Revenue from Sale of Electricity
Revenue from the sale of electricity generated from the
renewable energy plant is recognised as and when the electricity is
delivered to the off-taker, based on the invoiced value of sale of
electricity, computed at a predetermined rate. Accrued unbilled
revenues are reversed in the following month when actual billing
occurs.
4.12 BORROWING COSTS
Borrowing costs, directly attributable to the acquisition,
construction or production of a qualifying asset, are capitalised
as part of the cost of those assets, until such time as the assets
are ready for their intended use or sale. Capitalisation of
borrowing costs is suspended during extended periods in which
active development is interrupted.
All other borrowing costs are recognised in the profit or loss
as expenses in the period in which they are incurred. No interest
costs were capitalised during the period.
Investment income earned on the temporary investment of specific
borrowing pending their expenditure on qualifying assets is
deducted from the borrowing costs eligible for capitalisation.
4.13 CONTINGENT LIABILITIES
A contingent liability is a possible obligation that arises from
past events and whose existence will only be confirmed by the
occurrence of one or more uncertain future events not wholly within
the control of the Group. It can also be a present obligation
arising from past events that is not recognised because it is not
probable that an outflow of economic resources will be required, or
the amount of obligation cannot be measured reliably.
A contingent liability is not recognised but is disclosed in the
notes to the financial statements. When a change in the probability
of an outflow occurs so that the outflow is probable, it will then
be recognised as a provision.
4.14 CONSTRUCTION CONTRACTS
(i) Contract revenue
Revenue from construction contracts is recognised as described
in note 4.11 (i).
(ii) Amount due from / (to) customer for contract work
Amount due from / (to) customer for contract work is the net
amount of cost incurred for construction and contract-in-progress
plus profit attributable to contract-in-progress less foreseeable
losses, if any, and progress billings. Contract cost incurred to
date include costs directly related to the contract or attributable
to contract activities in general and costs specifically chargeable
to the customer under the terms of the contract.
When it is probable that total contract costs will exceed total
contract revenue, the expected loss is recognised as an expense
immediately.
5. INTANGIBLE ASSETS
Trademarks Patents Total
RM'000 RM'000 RM'000
Cost
At 31 December 2020 1,319 8 1,327
Write off (237) - (237)
Disposal (1,082) (8) (1,090)
At 30 April 2022 - - -
----------- -------- --------
Trademarks Patents Total
RM'000 RM'000 RM'000
Accumulated amortisation
At 31 December 2020 598 7 605
Charge for the year 54 - 54
Disposal (652) (7) (659)
At 30 April 2022 - - -
----------- -------- --------
Net book value
At 30 April 2022 - - -
----------- -------- --------
At 31 December 2020 721 1 722
----------- -------- --------
(a) Trademark
The trademarks "GRASS", "POME-MAS" and "GREENPAK" are registered
in Malaysia in respect of patented wastewater and bio-waste
treatment technologies. These trademarks have been granted for an
indefinite period, however, they were being amortised over ten (10)
years in line with Management's best estimate of their expected
useful life.
The remaining amortisation period of trademarks is between one
(1) to two (2) years, the remaining amortisation period of patents
is between two (2) to twelve (12) years.
(b) Impairment Test
Balance at period end is RMNil therefore no impairment test
required. All benefits of and rights to the trademarks and patents
held were relinquished by the Company upon disposal of the equity
interest in BVSB on 19 April 2022.
6. PROPERTY, PLANT AND EQUIPMENT
Furniture Office Assets under Industrial Total
& Fittings Equipment Construction Building
RM'000 RM'000 RM'000 RM'000 RM'000
Cost
At 1 January 2021 205 280 53,417 41,310 95,212
Addition - 21 3,119 2,946 6,086
Write off - - (3,504) - (3,504)
Transfer - - (36,528) 36,528 -
Disposal (205) (301) (16,504) (80,784) (97,794)
At 30 April 2022 - - - - -
------------ ----------- -------------- ----------- ---------
Accumulated depreciation
At 1 January 2021 87 157 - 6,255 6,499
Depreciation for the year 20 32 - 3,966 4,018
Disposal (107) (189) - (10,221) (10,517)
------------ ----------- -------------- ----------- ---------
At 30 April 2022 - - - - -
------------ ----------- -------------- ----------- ---------
Net carrying amount
At 30 April 2022 - - - - -
------------ ----------- -------------- ----------- ---------
At 31 December 2020 118 123 53,417 35,055 88,713
------------ ----------- -------------- ----------- ---------
All benefits of and rights to property, plant and equipment were
relinquished by the Company upon disposal of the equity interest in
BVSB on 19 April 2022.
a) Assets under construction represents biogas power plant under
construction. It is subject to depreciation only when completed and
ready for use. No interest was capitalised during the financial
year, but total interest capitalised to date included in the
industrial building amounts to RM0.54m (2020: RM0.54m).
b) Industrial building with carrying amount of approximately
RMNil (2020: RM35.06m) and Assets under construction with carrying
amount of approximately RMNil (2020: RM53.42m) are pledged against
the banking facility (Note 14).
c) Acquisition of property, plant and equipment:
30.04.2022 31.12.2020
RM'000 RM'000
Purchase of property, plant and equipment 6,086 50,430
Finance by fixed loan - (32,000)
----------- -----------
Cash paid to acquire property, plant
and equipment 6,086 18,430
----------- -----------
d) During the year the written off assets were:
30.04.2022 31.12.2020
RM'000 RM'000
Office renovation - 344
Assets under constructions 3,504 3,982
----------- -----------
3,504 4,326
----------- -----------
Disposal of assets under constructions related to assets that
were no longer in progress with no further construction.
7. TRADE AND OTHER RECEIVABLES
30.04.2022 31.12.2020
RM'000 RM'000
Trade receivables - 84,926
Less: allowance for impairment
loss - (71,012)
----------- -----------
- 13,914
----------- -----------
Other receivables & deposits 5,471 9,427
Less: allowance for impairment
loss - (6,193)
----------- -----------
5,471 3,234
----------- -----------
5,471 17,148
-----------
Allowance for impairment losses
Opening balance - Trade receivables (71,012) (1,435)
Allowance written back 71,012 1,435
Allowance for the year - (71,012)
- (71,012)
----------- -----------
Opening balance - Other receivables (6,193) (1,371)
Allowance written back 6,193 -
Allowance for the year - (4,822)
----------- -----------
- (6,193)
----------- -----------
Closing balance - (77,205)
----------- -----------
a) The Group's normal credit terms range from 90 to 120 days
(2020: 90 to 120 days). Other credit terms are assessed and varied
on a case-by-case basis.
b) Trade and other receivables that are individually determined
to be impaired relate to customers that have defaulted on payments
or the amount due from third parties considered irrecoverable.
c) Included in the Trade Receivables is an amount of RM Nil
(2020: RM10.51m from CGE, which was fully repaid in April
2021).
d) The amounts in Trade Receivables are analysed as follows:
30.04.2022 31.12.2020
RM'000 RM'000
Not past due - 24
Past due by less than 3 months - 69,402
Past due by less than 3 - - -
6 months
Past due by 6 months and above - 15,500
- 84,926
------------- -----------
e) Other receivables and deposits relate primarily to balances,
held at period end on behalf of BiON by a custodian, that were
raised during the period from the placing of new ordinary
shares.
8. DUE FROM CUSTOMERS FOR CONSTRUCTION CONTRACTS
30.04.2022 31.12.2020
RM'000 RM'000
Aggregate cost incurred to
date - 143,816
Add: attributable profits - 30,888
- 174,704
Less: progress billings - (174,303)
- 401
------------- -----------
Represented by:
Amounts due from customer
contracts - 401
9. AMOUNTS DUE FROM/(TO) RELATED PARTIES
Party Relationship* Trade Receivables Other Receivables Total
RM'000 RM'000 RM'000
30.04.2022
Megagreen Associate - - -
Energy Sdn
Bhd
Less: Allowance for impairment - - -
loss
------------------ ------------------ ---------
- - -
------------------ ------------------ ---------
K2M Ventures Ultimate holding - - -
Sdn Bhd co.
Less: Allowance
for impairment - - -
loss
------------------ ------------------ ---------
- - -
------------------ ------------------ ---------
- - -
------------------ ------------------ ---------
Party Relationship* Trade Receivables Other Receivables Total
RM'000 RM'000 RM'000
31.12.2020
Megagreen
Energy Sdn
Bhd Associate 32,507 15,924 48,431
Less: Allowance
for impairment
loss (32,507) (14,147) (46,654)
------------------ ------------------ ---------
- 1,777 1,777
------------------ ------------------ ---------
K2M Ventures Ultimate holding
Sdn Bhd co. - 10 10
Less: Allowance
for impairment
loss - (1) (1)
------------------ ------------------ ---------
- 9 9
------------------ ------------------ ---------
- 1,786 1,786
------------------ ------------------ ---------
* Relationship
Up until the date of disposal of 19 April 2022:
a) The Group via its subsidiary, BiON Sdn Bhd, held 15% shares
in Megagreen Energy Sdn Bhd and Datuk Syed Nazim Syed Faisal was
appointed as Director effective 3 July 2020.
b) Mr. Saravanan, who was a director in BiON plc for the year to
31 December 2019 and is a significant shareholder in BiON Plc, is
also one of the appointed Directors in Makmur Hydro Sdn Bhd. He
resigned as a Director of BiON plc on 31 January 2020.
c) K2M Ventures Sdn Bhd, holds 32.52% of the share's capital in BiON plc.
30.04.2022 31.12.2020
RM'000 RM'000
Allowance for impairment losses
Opening balance (46,654) (3,762)
Allowance written back 46,654 -
Allowance for the year - (42,892)
Closing balance - (46,654)
----------- -----------
Amounts due from related parties principally comprise trade
debts due from Megagreen Energy Sdn Bhd ("MGE"). The amounts due
are collectible in cash, have arisen in the ordinary course of the
business of the Group and are subject to credit terms of 30 days.
The amounts owing, before impairment, are analysed as follows:
30.04.2022 31.12.2020
RM'000 RM'000
Not past due -
Past due by less than 3 months - -
Past due by less than 3 - - -
6 months
Past due by 6 months and above - 32,507
- 32,507
------------- -----------
Other than trade debts, the amount due from MGE also arose from
non-trade activities. These amounts due are collectible in cash,
have arisen in the ordinary course of the business of the Group and
are subject to credit terms of 30 days. The amounts owing, before
impairment, are analysed as follows:
30.04.2022 31.12.2020
RM'000 RM'000
Not past due - -
Past due by less than 3 months - -
Past due by less than 3 - - -
6 months
Past due by 6 months and above - 15,924
- 15,924
------------- -----------
During 2020, MGE has made repayment totaling to RM18.99m, partly
by offsetting some of the balance against the acquisition of two
(2) BPPs amounting to RM13.99m and the balance via cash.
The outstanding amount had been fully written-down as the
Company did not expect any recovery of this debt.
10. CASH AND CASH EQUIVALENTS
Cash and cash equivalents included in the cash flow statement
comprise the following amounts:
30.04.2022 31.12.2020
RM'000 RM'000
Cash and bank balances 6 2,287
----------- -----------
During the period, the Company raised GBP1m (RM5.5m) before
expenses through a placing of new ordinary shares. As at 30 April
2022, these funds were held on of behalf of BiON by a custodian and
as such are shown within trade and other receivables.
11. STATED CAPITAL
No. of RM'000
shares
Issued and Fully Paid-Up at
no par value
31 December 2020 431,719,765 69,458
Issuance of shares:
On 25 April 2022 333,333,333 5,470
30 April 2022 765,053,098 74,928
------------ -------
On 19 April 2022, it was announced that conditional to the
passing of the Resolution and Re-trading, the Group raised GBP1m
through the placing of 333,333,333 placing shares at the placing
price of 0.3 pence per placing share. Concurrent with the
resumption of trading in the Group's ordinary shares, the placing
completed and shares were admitted to trading on AIM on 20 April
2022.
12. LEASES
Group as a lessee
The Group has lease contracts for lands. The Group's obligations
under these leases are secured by the lessor's title to the leased
assets. The Group is restricted from assigning and subleasing the
leased assets.
The Group also has certain leases of office equipment with low
value. The Group applies the 'lease of low-value assets'
recognition exemptions for these leases.
a) Right-of-use assets
Motor
Land Vehicles Total
RM'000 RM'000 RM'000
Cost
At 1 January 2021 6,979 781 7,760
Additions 237 - 237
Disposal (7,216) (781) (7,997)
----------
At 30 April 2022 - - -
-------- ---------- --------
Accumulated depreciation
At 1 January 2021 2,672 262 2,934
Depreciation 459 138 597
Disposal (3,131) (400) (3,531)
-------- ------ ---------
At 30 April 2022 - - -
-------- ------ ---------
Net carrying amount at 30 - - -
April 2022
------ ---- ------
Net carrying amount at 31
December 2020 4,307 519 4,826
------ ---- ------
During the financial year, the Group made the following cash
payments to purchase right-of-use assets:
2022 2020
RM'000 RM'000
Purchase of right-of-use assets 237 551
Finance by lease liabilities (237) (462)
Cash payment on purchase of right-of-use
assets - 89
------- -------
The net carrying amount of motor vehicles under hire purchase
are RM Nil (2020: RM0.52m).
b) Lease liabilities
The carrying amount of lease liabilities is as follows: -
2022 2020
RM'000 RM'000
Minimum hire purchase and lease
liabilities
- not later than 1 year - 1,071
- later than one year and not
later than five years - 4,234
- Later than 5 years - 5,248
------- --------
- 9,553
Less: Future interest charges - (3,460)
------- --------
At 30 April/31 December - 6,093
------- --------
Repayable as follows:
Current liabilities
- not later than 1 year - 457
Non-current liabilities
- later than one year and not
later than five years - 2,318
- Later than 5 years - 3,318
------ ------
- 5,636
- 6,093
------ ------
Summarised as follows:
Motor vehicle under hire purchase - 570
Land lease - 5,523
------ ------
- 6,093
------ ------
c) Amounts recognised in profit or loss
2022 2020
RM'000 RM'000
Depreciation of right of use
assets 597 611
Interest expenses on lease liabilities 628 645
Lease expenses not capitalised
in lease liabilities:
- Expenses related to low value
assets 1 12
- Expenses related to short term
lease 852 649
At period end / year end 2,078 1,917
------- -------
d) Total cash outflow
The Group had a total cash outflows for leases of RM0.5m in the
current financial year. (2020: RM1.24m).
13. TRADE AND OTHER PAYABLES
30.04.2022 31.12.2020
RM'000 RM'000
Trade payables - 89,043
Other payables and accruals 3,116 19,237
3,116 108,280
----------- -----------
The normal credit terms granted to the Group by the suppliers
are 30 to 90 days (2020: 30 to 90 days) from invoice date. Other
credit terms are assessed and varied on a case-by-case basis.
14. BORROWINGS
30.04.2022 31.12.2020
RM'000 RM'000
Short-term borrowings
Mezzanine loan (Note 14.1) - -
Term loans (Note 14.2) - -
Term loans (Note 14.3) - 750
Term loans (Note 14.4) - 1,840
- 2,590
------------- -----------
Long-term borrowings
Term loan (Note 14.3) - 48,530
Term loan (Note 14.4) - 8,160
------------- -----------
- 56,690
------------- -----------
Maturity of borrowings:
Not later than 1 year - 2,590
Later than 1 year but not later
than 5 years - 16,369
Later than 5 years - 40,321
------------- -----------
- 59,280
------------- -----------
14.1 Mezzanine loan
a) During 2020, the interest free loan of RM8.40m with Datuk
Syed Nazim Syed Faisal was fully converted into ordinary
shares.
b) During 2020, the 6-month loan of approximately RM0.51m with a UK-based lender at an interest rate of 1.5% per month was fully repaid.
14.2 Term loan
During 2020, term loan with Malaysian Debt Ventures (MDV) has
been fully repaid. Inconsideration of the full settlement, MDV
irrevocably and unconditionally releasees, reassigns and discharges
the Charged Assets and all security created under the Debenture and
all rights, interest, titles and benefits of MDV under the
Debenture shall cease and terminate.
14.3 Term loan
On 24 February 2020, SME Bank Development Malaysia Bhd (SME) has
approved bank borrowing (Islamic bank facilities) of RM55.3m for
the Group via its subsidiary, BiON Sdn Bhd:
Bank Borrowing RM '000 Purpose
Facility 32,000 To part finance the acquisition of
1 2 biogas power plant
-------- ---------------------------------------
Facility 6,200 To redeem existing facility from MDV
2
-------- ---------------------------------------
Facility 12,100 To part finance remaining project cost
3 of biogas power plant
-------- ---------------------------------------
Revolving 5,000 For working capital requirement
credit
-------- ---------------------------------------
During 2020, SME had successfully disbursed the following:
Bank Borrowing RM'000
Facility 1 32,000
Facility 2 6,200
Facility 3 (part) 11,080
-------
49,280
-------
The term loans are secured against:
(i) Fixed and floating charges over the present and future assets;
(ii) Assignment of all rights, interest and benefits and the
proceeds from the sales of the electricity;
(iii) Assignment of all rights, benefits interest and title as
stated under industrial building and assets under construction;
(iv) Joint and severally guaranteed by the Directors/Shareholders of the Company;
(v) Corporate guarantee by the ultimate holding company.
The term loan is repayable over period of 15 years and bear
interest rate of 1.5% above bankers base financing rate per
annum.
14.4 Loan from related company
The loan from related company is unsecured, repayable over
period of 5 years and bear an interest at rate of 5% per annum.
15. DEFERRED GRANT INCOME
The Group received a government grant in financial years 2007
and 2008 which was provided for the project "Greenpak", to develop
a new individual septic tank using Upflow Anaerobic Sludge Blanket
principle. The grant income is amortised on a systematic basis over
the useful life of the related patent.
During the period ended 30 April 2022, an amortised amount of
RM13,000 was recognised (2020: RM13,000) as other income in profit
or loss.
16. DEFERRED TAXATION
30.04.2022 31.12.2020
RM'000 RM'000
At beginning of the year 82 82
Amounts written off (82) -
At end of the period/year - 82
----------- -----------
17. REVENUE
30.4.2022 31.12.2020
RM'000 RM'000
Contract revenue - 103,649
Sale of electricity 1,599 24
1,599 103,673
---------- -----------
18. OTHER INCOME
30.04.2022 31.12.2020
RM'000 RM'000
Deferred grant income 13 13
Insurance claim - 452
Wage subsidy 71 140
Rental income - 10
Gain on disposal of right-of-use
assets - 53
Impairment loss written back 2,663 1,435
Realised gain on foreign exchange 5 39
Unrealised gain on foreign exchange - 580
Waiver of debts 1,029 6,759
Refund of penalty / costs 11 -
3,792 6,481
----------- -----------
19. FINANCE INCOME
The finance income recognised is in relation to the interest
charged for advances given to the related party, at a rate of 18%
per annum (1.5% per month) (see Note 24 for detail).
20. FINANCE COSTS
30.04.2022 31.12.2020
RM'000 RM'000
Bank charges 4 6
Bank interest - -
Mezzanine loan interest - 55
Term loan interest 3,265 2,077
----------- -----------
3,269 2,132
----------- -----------
Interest on lease liabilities 628 645
----------- -----------
3,897 2,783
----------- -----------
21. LOSS BEFORE TAXATION
30.04.2022 31.12.2020
RM'000 RM'000
Loss before taxation is arrived
at after charging/(crediting):
-
Auditors' remuneration
Fees payable to Company's auditor and
its associates
for the audit of the consolidated financial
statements 115 262
Amortisation of intangible assets 54 54
Depreciation of property, plant
and equipment 4,017 2,105
Depreciation of right-of-use assets 597 611
Gain on disposal of right-of-use
assets - (53)
Government grant income (13) (13)
Impairment loss on receivables
and related parties 37,416 118,727
Impairment loss on trade receivables
written back (2,864) (1,435)
Rental of premises 680 224
Rental of equipment 173 12
Rental of motor vehicles - 201
Unrealised gain on foreign exchange
- net trade 410 (276)
Realised gain on foreign exchange (5) (39)
Employees provident fund expense 394 305
22. TAXATION
30.04.2022 31.12.2020
RM'000 RM'000
Loss before taxation (86,013) (120,254)
----------- -----------
Tax at the statutory tax rate of 24% (2020:
24%) (20,643) (28,861)
23. DIRECTORS' EMOLUMENTS
The amount of remuneration received by each director in the
period was as follows:
Approved
Remuneration Fees contribution Total
RM'000 RM'000 RM'000 RM'000
30.04.2022
Datuk Syed Nazim bin Syed
Faisal 901 68 86 1,055
Aditya Chathli - 92 - 92
Dato' Dr. IR. Ts. Mohd
Karim Abdullah - 68 - 68
Habizan Rahman Habeeb
Rahman - 68 - 68
Mohd Sofiyuddin Ahmad
Tabrani - 68 - 68
Datuk Dr. Haji Radzali
Hassan - 16 - 16
Malcom Groat - 6 - 6
901 386 86 1,373
--------------- ------- -------------- -------
Approved
Remuneration Fees contribution Total
RM'000 RM'000 RM'000 RM'000
31.12.2020
Datuk Syed Nazim bin Syed
Faisal 360 65 44 469
Datuk Dr. Haji Radzali
Hassan - 65 - 65
Aditya Chathli - 65 - 65
Dato' Dr. IR. Ts. Mohd
Karim Abdullah - 43 - 43
Habizan Rahman Habeeb
Rahman - 43 - 43
Mohd Sofiyuddin Ahmad
Tabrani - 8 - 8
360 289 44 693
--------------- ------- -------------- -------
24. RELATED PARTY TRANSACTIONS
a) Identities of Related Parties
Parties are considered to be related to the Group if the Group
has the ability, directly or indirectly, to control or jointly
control the party or exercise significant influence over the party
in making financial and operating decisions, or vice versa, or
where the Group and the party are subject to common control.
In addition to the information detailed elsewhere in the
financial statements, the Group has related party relationships
with its directors, key management personnel and entities within
the same group of companies.
Other than those disclosed elsewhere in the financial
statements, the Group also carried out the following significant
transactions with the related parties during the financial period:
-
30.04.2022 31.12.2020
RM'000 RM'000
i) Megagreen Energy Sdn. Bhd.
- Contract revenue -
- Interest income 1,985 1,982
- Allowance for impairment loss - 46,654
- Amount due from (net of impairment) - 1,777
ii) K2M Ventures Sdn Bhd
- Other income (waive of debts) -
- Allowance for impairment loss 1
- Amount due from (net of impairment) 9
iii) Serba Dinamik group of companies
- Contract revenue - 29,367
- Other income (waive of debts) - 3,737
- Services rendered from - 6,379
- Allowance for impairment loss - 480
- Capital contribution (waive of interest
on loan) - 394
- Term loan payable - 10,000
- Amount due to (net trade and non-trade) - 9,332
* Allowance for impairment loss - 1,607
iv) Datuk Syed Nazim Syed Faisal
- Director advance - 1,085
- Director fees due 225 148
- Director fees 68 65
v) Datuk Dr. Hj. Radzali Hassan
- Director fees due 68 367
- Director fees 68 65
vi) Aditya Chathli
- Director fees due 394 313
- Director fees 92 65
vii) Dato' Dr. IR. Ts. Mohd Abdul
Karim Abdullah
- Director fees due - 44
- Director fees 68 43
viii) Habizan Rahman Habeeb Rahman
- Director fees due - 44
- Director fees 68 43
ix) Mohd Sofiyuddin Ahmad Tabrani
- Director fees due - 8
- Director fees 68 8
x) Malcom Groat
- Director fees due 6 -
- Director fees 6 -
Related parties: -
i) The Group, via its subsidiary, BiON Sdn Bhd, held 15% of the
share capital of Megagreen Energy Sdn Bhd.
ii) K2M Ventures Sdn Bhd ("K2M"), holds 14.9% shares in BiON plc.
iii) Serba Dinamik group of companies , one of the significant
shareholders in BiON plc for the period end 30 April 2022 and year
ended 31 December 2020.
iv) Datuk Syed Nazim Syed Faisal , being an Executive Director
in BiON plc for the period end 30 April 2022 and year ended 31
December 2020.
v) Datuk Dr. Hj. Radzali Hassan, who was a Non-Executive
Director in BiON plc, resigned on 16 March 2021.
vi) Mr. Aditya Chathli, being a Non-Executive Director in BiON
plc for the year ended 31 December 2020 and became Interim
Non-Executive Chairman 19 April 2022.
vii) Dato' Dr. IR. Ts. Mohd Karim Abdullah was appointed as a
Non-Executive Director of BiON plc on 30 April 2020 and resigned 19
April 2022.
viii) En. Mohd Habizan Habeeb Rahman was appointed as an
Executive Director in BiON plc on 30 April 2020 and subsequently he
has resigned on 15 March 2022.
ix) En. Mohd Sofiyuddin Ahmad Tabrani, was appointed as a
Non-Executive Director in BiON plc, on 11 November 2020 and
subsequently he has resigned on 15 March 2022.
x) Mr. Saravanan Rasaratnam, appointed director in Makmur Hidro
Sdn Bhd, no longer a related party by virtue of his resignation as
the Executive Director in BiON plc on 31 January 2020.
xi) Mr. Saravanan Rasaratnam, no longer a related party by
virtue of his resignation as an Executive Director on 31 January
2020.
xii) Mr. Navindran Balakrishnan, no longer a related party by
virtue of his resignation as an Executive Director on 31 January
2020.
xiii) Mr. Sivadas Kumar, no longer a related party by virtue of
his resignation on 25 October 2018.
b) Compensation of key management personnel
The remuneration of directors and other members of key
management personnel during the year are as follows: -
30.04.2022 31.12.2020
RM'000 RM'000
Short-term employee benefits 1,570 933
Defined contribution plan (EPF) 120 75
1,690 1,008
----------- -----------
Included in the total key management
personnel
compensation is: -
Directors' remuneration 901 360
Executive Directors Fees 136 108
Non-Executive Directors Fees 250 181
1,287 649
----------- -----------
The key management personnel are those personnel having
authority and responsibility for planning, directing and
controlling the activities within the Group, either directly or
indirectly.
The payment of emoluments to the director is disclosed in the
remuneration report.
25. EARNINGS PER SHARE
The calculation of earnings per share is based on the following
earnings and number of shares:
30.04.2022 31.12.2020
Loss attributable to the owners
of the Company (RM'000) (86,010) (121,550)
------------ ------------
Weighted average number of
shares 431,719,765 424,524,436
Warrant instruments 7,232,013 7,232,013
Diluted number of shares* 438,951,778 431,756,449
------------ ------------
Basic earnings per share (RM) (0.20) (0.29)
Diluted earnings per share
(RM) (0.20) (0.29)
------------ ------------
Earnings per share has been calculated by dividing the profit or
loss for the year attributable to equity holders of the Group by
the weighted average number of ordinary shares in issue during the
year.
* The diluted earnings per share ignores the diluted number of
shares and is therefore the same as the basic earnings per share,
as the Group made a loss in the year.
26. RESERVES
a) Foreign currency translation reserves
The foreign currency translation reserves arose from the
translation of the financial information of foreign subsidiaries
and are not distributable by way of dividends.
b) Merger reserves
The accounting treatment for Group reorganisations is scoped out
of IFRS 3. Accordingly, as required under IAS 8 - Accounting
Policies, Changes in Accounting Estimates and Errors, the Group has
referred to current UK GAAP to assist its judgement in identifying
a suitable accounting policy. The introduction of the holding
company, BiON plc, had been accounted for as a capital
reorganisation using the merger accounting principles prescribed
under current UK GAAP. Therefore, the consolidated financial
statements of BiON plc are presented as if the Company has always
been the holding company for the Group.
The use of merger accounting principles has resulted in a
balance on Group capital and reserves that have been classified as
a merger reserve and included in the Group's shareholders' funds.
The consolidated financial statements include the results of the
Company and all its subsidiary undertakings made up to the same
accounting date.
27 . CONTINGENCIES
No provisions are recognised on the following matters as it is
not probable that a future sacrifice of economic benefits will be
required, or the amount is not capable of reliable measurement:
-
30.04.2022 31.12.2020
RM'000 RM'000
Corporate guarantee given to licensed
banks for
credit facilities granted to a related
party - 10,233
------------- -----------
The Group has provided Megagreen Energy with a corporate
guarantee in support of a loan facility. Credit Guarantee
Corporation Malaysia Berhad has confirmed that repayment of the 60%
of the amount borrowed by Megagreen under the facility is
guaranteed by Credit Guarantee Corporation Malaysia Berhad up to
June 2025 pursuant to the Green Technology Financing Scheme -
established by the Malaysian government. In July 2020, the loan was
partially repaid, and, on that basis, the Directors expect the
exposure of BiON under the guarantee to be limited to approximately
RMNil (2020: RM4.1m). As a result of the disposal on 19 April 2022,
this guarantee is no longer in place.
28. CAPITAL COMMITMENTS
At 30 April/31 December, the Group had the following capital
commitments in respect to plant & equipment:
30.04.2022 31.12.2020
RM'000 RM'000
Approved and contracted for construction
of property, plant and equipment - 5,722
------------- -----------
29. OPERATING SEGMENTS
(a) Operating segments
Operating segments are prepared in a manner consistent with the
internal reporting provided to the management as its chief
operating decision maker in order to allocate resources to segments
and to assess their performance. Currently, the Group operates
under two operating segments providing consulting and contract
services to customers in the renewable energy sector and the supply
of power to National Grid.
Information on geographical segments is not presented as the
Group operates wholly in Malaysia where all of its assets and
liabilities are located.
The information provided to management for the reportable
segments during each year are as follows:
Consulting
Business Segments & contract Power Head office Total
RM'000 RM'000 RM'000 RM'000
30.04.2022
Contract revenues - - - -
Power sold - 1,599 - 1,599
------------ --------- ------------------ ----------
Group revenues - 1,599 - 1,599
Gross profit/(loss) - (6,206) - (6,206)
Net profit/(loss) 1,377 (81,701) (5,689) (86,013)
Segment Assets - - 5,478 5,478
Segment Liabilities - - 3,899 3,899
Capital Expenditure - 6,086 - 6,086
Depreciation and amortisation - 4,615 4,615
Impairment loss on
receivables 2,664 200 - 2,864
Consulting
Business Segments & contract Power Head office Total
RM'000 RM'000 RM'000 RM'000
31.12.2020
Contract revenues 103,649 - - 103,649
Power sold - 24 - 24
------------ --------- ------------------ ----------
Group revenues 103,649 24 - 103,673
Gross profit/(loss) 12,306 (6,041) - 6,265
Net profit/(loss) (101,436) (15,306) (4,823) (121,565)
Segment Assets 15,932 96,674 3,277 115,883
Segment Liabilities 84,699 17,063 75,814 177,576
Capital Expenditure - 36,281 159 36,440
Depreciation and amortisation - 2,051 719 2,770
Impairment loss on
receivables 113,902 2 4,823 118,727
(b) Information about major customers
During the year, there are two (2) major customers from
Indonesia and one (1) from Malaysia whom contributed more than 10%
of the total revenue for the Group (2019: Two (2) from
Malaysia).
30.04.2022 31.12.2020
Consulting Consulting
Business Segments & contract Power & contract Power
RM'000 RM'000 RM'000 RM'000
By country:
Malaysia - 1,599 29,367 -
Indonesia - - 61,938 -
------------- ------- ------------ -------
- 1,599 91,305 -
---------------------------------- ------- ------------ -------
30. WARRANT INSTRUMENTS
30.04.2022 31.12.2020
Average exercise Number Average exercise Number
price per warrants of warrants price per warrants of warrants
At 1 January 0.092p 7,232,013 0.092p 7,232,013
Expired in the
period 0.092p (1,383,333) - -
-------------------- ------------- -------------------- -------------
As at 30 April/31
December 0.092p 5,848,680 0.092p 7,232,013
-------------------- ------------- -------------------- -------------
On 6 May 2016, the Company granted 1,383,333 warrants to S.P.
Angel Corporate Finance LLP, the Company's previous nominated
adviser, at the exercise price of 9 pence each, which were
exercisable immediately upon grant, with an expiring date of 5 May
2021.
On 19 June and 28 June 2017, the Company issued 5,848,680
warrants, at the exercise price of an average closing bid price at
three trading days prior to the day of notice to exercise, to
subscribers of a private placing arranged by Charles Street
Securities Europe LLP ("CSS"), and to CSS as part of the fee
arrangements for arranging the placement. Of the total warrants
issued, 2,777,778 were issued to CSS as fees payable in connection
with that placement. The warrants issued to subscribers are outside
the scope of IFRS 2. In accordance with IFRS 2 the fair value of
the warrants issued as fees for the placement services provided has
been estimated as RM220,000. This has been recognised within the
stated capital component of equity as the costs were directly
incurred in raising the related equity funds.
1,383,33 expired during the period.
31. ULTIMATE CONTROLLING PARTIES
At the reporting date, the Directors consider there is no
ultimate controlling party.
32. FINANCIAL INSTRUMENTS
The Group's activities are exposed to a variety of market risks
(including foreign currency risk, interest rate risk and equity
price risk), credit risks and liquidity risks. The Group's overall
financial risk management policy focuses on the unpredictability of
finance market and seek to minimise potential adverse effects on
the Group's financial performance by having in place adequate
financial resources for the development of the Group's business
whilst managing its market risk, credit risk and liquidity
risk.
The Group holds the following financial instruments:
30.04.2022 31.12.2020
RM'000 RM'000
Financial Assets
Trade receivables - 13,914
Other receivables and deposits 5,477 3,234
Amount due from customer contracts - 401
Amount due from related parties - 1,786
Cash and bank balances - 2,287
5,477 21,622
----------- -----------
Financial Liabilities
Trade payables - 89,043
Other payables and accruals 3,116 19,237
Amount due to directors 783 2,329
Lease liabilities - 6,093
Term loans - 59,280
3,899 175,982
----------- -----------
32.1 Financial Risk Management Policies
The following sections provide details on the Group's exposure
to the abovementioned financial risks and the objectives, policies
and processes for the management of these risks.
32.1.1 Market Risk
(a) Foreign Currency Risk
The Group is exposed to foreign currency risk on transactions
and balances that are denominated in currencies other than
functional currency. The currencies giving rise to this risk are
primarily the United States Dollar ("USD") and Great British Pound
("GBP"). Foreign currency risk is monitored closely on an on-going
basis to ensure that the net exposure is at an acceptable level. At
the end of the reporting period, the Group does not have any
derivative financial instruments used to hedge foreign currency
risk.
The Group exposure to foreign currency risk, based on the
carrying amounts at the reporting date is as follows:
USD GBP IDR RM TOTAL
30.04.2022 RM'000 RM'000 RM'000 RM'000 RM'000
Financial Assets
Trade receivables - - - - -
Other receivables and deposit - 5,477 - - 5,477
Amount due from customers contract - - - - -
Amount due from related parties - - - - -
Cash and bank balance - - - - -
- 5,477 - - 5,477
------------------------------------------------------- ------- ------- ------- -------
Financial Liabilities
Trade payables - - - - -
Other payables and accruals - 3,116 - - 3,116
Amount due to directors - 783 - - 783
Lease liabilities - - - - -
Term loans - - - - -
- 3,899 - - 3,899
------------------------------------------------------- ------- ------- ------- -------
Net financial assets/(liabilities) - 1,578 - - 1,578
Less: Net financial liabilities denominated - - - - -
in the Group's functional currency
Currency exposure - 1,578 - - 1,578
------- ------- ------- ------- -------
USD GBP IDR RM TOTAL
31.12.2020 RM'000 RM'000 RM'000 RM'000 RM'000
Financial Assets
Trade receivables - - 114 13,800 13,914
Other receivables and
deposits - 82 - 3,152 3,234
Amount due from contract customers - - - 401 401
Amount due from related parties - - - 1,786 1,786
Cash and bank balance 1 9 - 2,277 2,287
1 91 114 21,416 21,622
------- -------- --------- --------- ----------
Financial Liabilities
Trade payables - - 60,623 28,420 89,043
Other payables and accruals - 1,157 - 18,080 19,237
Amount due to directors - 924 - 1,405 2,329
Lease liabilities - - - 6,093 6,093
Term loans - - - 59,280 59,280
1 2,081 60,623 113,278 175,982
------- -------- --------- --------- ----------
Net financial assets/(liabilities) 1 (1,990) (60,509) (91,862) (154,360)
Less: Net financial liabilities
denominated - - - 91,862 91,862
in the Group's functional currency
Currency exposure 1 (1,990) (60,509) - (62,498)
------- -------- --------- --------- ----------
(b) 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 Group's exposure to interest
rate risk arises mainly from interest-bearing financial
liabilities. The Group's policy is to obtain the most favourable
interest rates available. Any surplus funds of the Group will be
placed with licensed financial institutions to generate interest
income.
The sensitivity analysis is not presented as the sensitivity
impact is immaterial because the loan has a fixed interest rate
which is subsequently rolled-up into the principal.
(c) Equity Price Risk
The Group does not have any quoted investments and hence is not
exposed to equity price risk.
32.1.2 Credit Risk
The Group's exposure to credit risk, or the risk of
counterparties defaulting, arises mainly from trade and other
receivables. The Group manages its exposure to credit risk by the
application of credit approvals, credit limits and monitoring
procedures on an on-going basis.
The Group uses ageing analysis to monitor the credit quality of
the trade receivables. Any receivables having significant balances
past due, which are deemed to have higher credit risk, are
monitored individually.
The Group establishes an allowance for impairment that
represents its estimate of incurred losses in respect of the trade
and other receivables as appropriate. The main components of this
allowance are a specific loss component that relates to
individually significant exposures, and a collective loss component
established for groups of similar assets in respect of losses that
have been incurred but not yet identified (where applicable).
Impairment is estimated by management based on prior experience and
the current economic environment.
The Group provided a financial guarantee to financial
institutions for credit facilities granted to an associate
undertaking, as disclosed in note 27 to the financial statements.
The Group monitored its exposure to credit risk, or the risk of
counterparties defaulting, arising mainly from trade and other
receivables. The Group managed its exposure to credit risk by the
application of credit approvals, credit limits and monitoring
procedures on an on-going basis.
Credit risk concentration profile
The Group's major concentration of credit risks relates to the
amount owing by Nil (2020: 4) customers which constitutes
approximately 0% (2020: 90%) of its trade & other receivables
at the end of the reporting period.
The ageing analysis of receivables (including amount owing by
associates and amount owing by affiliates) and at the end of the
reporting period is disclosed in note 7 and note 9.
At the end of the reporting period, trade receivables that are
individually impaired were those with significant long outstanding
obligations. These receivables are not secured by any collateral or
credit enhancement but have nevertheless demonstrated that they are
meeting their obligations though payments have been protracted.
32.1.3 Liquidity Risk
Liquidity risk is the risk that the Group will not be able to
meet its financial obligations as they fall due. The Group
maintains a level of cash and cash equivalents and bank facilities
deemed adequate by the management to ensure as far as possible,
that they will have sufficient liquidity to meet its liabilities
when they fall due.
The following table sets out the maturity profile of the
financial liabilities at the reporting date based on contractual
undiscounted cash flows:
30.04.2022 Contractual
Effective Carrying undiscounted Within 1
interest rate amount cashflow year 1-5 years
% RM'000 RM'000 RM'000 RM'000
Trade payables - - - -
Other payables and accruals 3,116 3,116 3,116 -
Amount owing to directors 783 783 - 783
Lease liabilities - - - -
Term loans - - - -
3,899 3,899 3,116 783
--------- -------------- --------- ----------
Contractual
Effective Carrying undiscounted Within 1
interest rate amount cashflow year 1-5 years
% RM'000 RM'000 RM'000 RM'000
31.12.2020
Trade payables 35,780 35,780 35,780 -
Other payables and accruals 17,011 17,011 17,011 -
Amount due to directors 2,311 2,311 - 2,311
Lease liabilities 6,227 6,227 409 5,818
Term loans 5.0-8.0 15,033 15,033 15,033 -
76,362 76,362 68,233 8,129
--------- -------------- --------- ----------
32.1.4 Fair Values Measurements
The fair values of the financial assets and financial
liabilities maturing within the next 12 months approximated their
carrying amounts due to the relatively short-term maturity of the
financial instruments.
Fair Value of Financial Instruments Fair Value of Financial Total Carrying
Instruments
Carried at Fair Value Not Carried at Fair Value Fair Amount
Value
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
30.4.2022
Term loans - - - - - - - -
Lease
liabilities - - - - - - - -
Amount owing
to directors - - - - - 783 783 783
---------- ----------- ------------ ---------- ---------- ---------- ---------- ---------
31.12.2020
Term loans - - - - 59,280 - 59,280 59,280
Lease
liabilities - - - - 570 - 570 570
Amount owing
to directors - - - - - 2,329 2,329 2,329
---------- ----------- ------------ ---------- ---------- ---------- ---------- ---------
- Level 1: Quoted (unadjusted) market prices in active markets
for identical assets or liabilities.
- Level 2: Valuation techniques for which the lowest level input
that is significant to the fair value.
- Level 3: Inputs for the asset or liability that are not based
on observable market data (that is, unobservable inputs).
Fair Value of Financial Instruments Not Carried at Fair
Value
The fair values, which are for disclosure purposes, have been
determined using the following basis: -
(i) The fair value of term loan with fixed interest rate is
determined by discounting the relevant cash flows using current
market interest rate for similar instruments at the end of the
reporting period. The interest rate (per annum) used to discount
the estimated cash flows is as follows: -
30.04.2022 31.12.2020
% %
Term loan (fixed interest
rate) - 5.0-8.0
=========== ===========
(ii) The carrying amount of term loan with variable interest
rate approximates its fair value.
(iii) The fair value of amount owing to directors (non-current)
is determined by discounting the relevant cash flows using current
market interest rates for similar instruments at rates of 4.5% per
annum.
33. CAPITAL RISK MANAGEMENT
The Group manages its capital to ensure that it will be able to
maintain an optimal capital structure so as to support their
businesses and maximize shareholders' value. To achieve this
objective, the Group may make adjustments to the capital structure
in view of changes in economic conditions, such as adjusting the
amount of dividend payment, returning of capital to shareholders or
issuing new shares.
The Group manages its capital based on debt-to-equity ratio that
complies with debt covenants and regulations, if any. The
debt-to-equity ratio is calculated as total borrowings from
financial institutions divided by total equity.
There was no change in the Group's approach to capital
management during the financial year.
The debt-to-equity ratio of the Group at the end of the
reporting period was as follows:
30.04.2022 31.12.2020
RM'000 RM'000
Lease liabilities payables - 570
Term loans - 59,280
Less: Cash and bank balances - (2,287)
Net debt - 57,563
----------- -----------
Total shareholders' equity 1,578 (61,841)
----------- -----------
Debt-to-equity ratio - (0.93)
34. SIGNIFICANT EVENTS OCCURING AFTER THE REPORTING PERIOD
Other than as set out below, there have been no further events
after the reporting date that require adjustment or disclosure in
line with IAS10 events after the reporting period.
Following the completion of the disposal, the Company was able
to finalise and publish the accounts to 31 December 2020 and the
interims to 30 June 2021 and trading in its ordinary shares on AIM
was restored on 20 April 2022. However, as the Company was unable
to publish its accounts for the year ended 31 December 2021 by the
regulatory deadline of 30 June 2022, the Company's ordinary shares
were suspended from trading on AIM on 1 July 2022. The Board also
decided to change the Company's accounting reference date from 31
December to 30 April to reflect BiON becoming a new entity. As a
result, this annual report and accounts covers the sixteen-month
period to 30 April 2022.
Following publication of this annual report and accounts, it is
anticipated that trading in the Company's ordinary shares will
resume as from 7.30am on 12 October 2022.
Although the Company has been actively seeking a suitable
reverse candidate and assessing various business opportunities, it
is highly unlikely it will be able to complete a reverse takeover
within the six-month period from becoming an AIM Rule 15 cash
shell. As a result, trading on AIM in the Company's ordinary shares
is expected to be suspended at 7.30am on 20 October 2022. From the
suspension date, BiON will have six months to complete an
acquisition or acquisitions which constitutes a reverse takeover
under AIM Rule 14 otherwise admission to trading on AIM will be
cancelled.
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