RNS Number : 1253D
Bion PLC
26 October 2020
 

26 October 2020

 

BiON plc

("BiON" or the "Company" or the "Group")

 

Interim Results

 

BiON (AIM: BION), an environmental engineering, wastewater treatment and renewable energy solutions company, announces its interim results for the six months ended 30 June 2020.   

 

Financial Summary

·    Revenue increased to RM27.2m (H1 2019: RM1.9m)

·    Gross profit of RM0.7m (H1 2019: RM0.1m loss)

·    Operating loss reduced to RM2.8m (H1 2019: RM3.7m loss)

·    Loss before tax reduced to RM2.7m (H1 2019: RM4.4m)

·    Cash and cash equivalents at 30 June 2020 were RM0.3m (31 December 2019: RM0.08m)

 

Operational Summary

·   Completed engineering, procurement, construction and commissioning ("EPCC") contracts for wastewater treatment and infrastructure projects despite disruption to operations caused by COVID-19 pandemic

·    Progressed upgrading and engineering works at fully-owned Kahang and Malpom biogas power plants 

·   Post period, conditionally acquired two further biogas power plants with a combined installed capacity of 3.0MW

 

Syed Nazim bin Syed Faisal, Chief Executive Officer, said: "I am pleased that we were able to complete our EPCC projects to ensure a significant increase in revenue over the first half of last year, despite COVID-19 and the public lockdown. We also continued to progress our Kahang and Malpom biogas power plants and, post period, acquired two further plants, bringing our installed capacity to 7.0MW. Our focus is now on commencing commercial operations at our two new plants, which, subject to receiving regulatory approval, we expect to achieve by year end. We look forward to reporting on our progress and delivering sustainable growth."

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the EU Market Abuse Regulation (596/2014).

 

Enquiries:                                                          

BiON plc

 

Syed Nazim bin Syed Faisal, Chief Executive Officer

Fakrizzaki Ghazali, Chief Financial Officer

+603 6413 1085

 

 

Beaumont Cornish (Nominated Adviser)

 

Roland Cornish, Felicity Geidt

+44 20 7628 3396

 

 

Optiva Securities (Broker)

 

Vishal Balasingham

+44 20 3137 1903

 

 

Luther Pendragon (Financial PR Adviser)

 

Claire Norbury

+44 20 7618 9100

 

 

Operational Review

 

The Group is one of Malaysia's leading environmental engineering, renewable energy and green technology solutions providers. Currently, its business focus is to construct, operate and own biogas power generation plants in Malaysia, derived namely from the treatment of palm oil mill effluent (POME) and other wastes produced in the processing of palm oil at palm oil mills. The biogas generated (i.e. methane) is converted into electricity to be sold to the Malaysian national grid under a long-term renewable energy power purchase agreement. Aside from this, the Group provides similar services to third parties through EPCC contracts.

 

During the first half of 2020, the Group continued to source and procure EPCC projects. This included providing hydraulic and water supply-related engineering and technology services at a wastewater treatment plant in Terengganu, Malaysia. The Group also continued with the upgrading works at its fully-owned biogas power plants at Kahang and Malpom to enable full operations to recommence. However, progress was hindered during the period by the onset of the COVID-19 pandemic and associated government restrictions on the movement of goods and people as described below.

 

Post period end, through its subsidiary, BiON Sdn Bhd, the Group conditionally acquired two biogas power plants, at Nasarudin and Seberang Perak, from Megagreen Energy Sdn Bhd ("MGE"), an associate company of the Group. The plants, with a combined installed capacity of 3.0MW, are under the Malaysian FiT programme with 16-year power purchase agreements with Tenaga Nasional Berhad, the country's largest integrated electricity company. The construction of these plants is complete. They are now pending testing by the authorities to enable interconnection with the electricity grid and, following verification, the receipt of regulatory approval to commence commercial operations. The Group expects this to occur by year end, subject to government restrictions related to the COVID-19 pandemic.

 

COVID-19 Update

 

Following the outbreak of COVID-19, on 18 March 2020 the Government of Malaysia implemented a Movement Control Order ("MCO"), which was the lockdown and restriction of movement for all civilians and non-essential businesses, including a ban on interstate travel. This required the Group to cease its construction activities at the various project sites as supplies, materials and equipment were not transportable or obtainable.

 

As of 4 May 2020, the Government of Malaysia transitioned the MCO to a Conditional Movement Control Order ("CMCO"), which allowed certain business sectors and companies to resume operations within continued strict parameters regarding social distancing. Consequently, the Group commenced resuming its operations in a phased manner. However, interstate border control was still in place and so, while employees were permitted to travel to the project sites with a letter of authority from the Group, the movement of resources, materials and equipment to sites or offices progressed slowly. The CMCO subsequently transitioned to a Recovery Movement Control Order ("RMCO") on 10 June 2020, under which interstate travel was allowed and most sectors were permitted to reopen while adhering to the government's pandemic-related Standard Operating Procedures. Post period end, on 14 October, the Malaysian government introduced a new CMCO for much of the country, which is expected to last a minimum of two weeks. While permitting most business sectors to remain open, the CMCO has instated the requirement for employees to have a letter of authority to be able to travel between districts or states. 

 

The Group implemented a number of mitigating measures to support cash flows during this period of reduced trading. This included participating in the Social Security Organisation's Wage Subsidy Programme, which was introduced under the Government of Malaysia's Prihatin Rakyat Economic Stimulus package to help businesses affected by the COVID-19 outbreak by paying towards employees' wages. The Group is working with its creditors or suppliers to revise and renegotiate payment terms, in a manner acceptable to all parties, either through postponing payments, devising a staggered payment plan or revising the existing payment plan. The Group is also engaging with its customers to address any issues regarding payment procedures. The Group has continued financial support from Serba Dinamik Sdn Bhd ("Serba"), which will be called upon if required to continue to meet its liabilities.

 

Financial Review

 

Revenue for the six months ended 30 June 2020 significantly increased to RM27.2m (H1 2019: RM1.9m), which was generated by the provision of EPCC services. Gross profit was RM0.7m compared with a gross loss of RM0.1m for the same period of the prior year, which reflects the higher revenue for the first half of 2020. 

 

Operating loss for the period was reduced to RM2.8m (H1 2019: RM3.7m loss) due to the greater revenue. The Group recognised a net finance income of RM0.08m (H1 2019: net finance costs of RM0.8m). As a result, loss before tax was reduced to RM2.7m (H1 2019: RM4.4m loss). The Group was not subject to tax due to it being lossmaking and, therefore, loss after tax was also RM2.7m (H1 2019: RM4.4m loss).  

 

On a consolidated level, basic loss per share for the six months ended 30 June 2020 was RM0.006 (H1 2019: RM0.012 loss per share) based on the weighted number of ordinary shares.

 

Cash and cash equivalents at 30 June 2020 were RM0.3m (31 December 2019: RM0.08m; 30 June 2019: RM0.06m).

 

On 24 January 2020, the Group converted a loan of approximately RM8.40m into ordinary shares of BiON plc. The loan had been procured during 2019, for working capital purposes, from a director of the Company, Syed Nazim Syed Faisal.  

 

During the period, the Group continued to maintain its repayment arrangements that were structured with MGE and Concord Green Energy Sdn Bhd ("CGE"). However, the amounts outstanding from both accounts have remained long overdue. Discussions are taking place with CGE to re-negotiate the terms of repayment and in the meantime, Serba and one of the executive directors have guaranteed the value of the debt. The amount due from MGE was partly recovered from the Group's purchase of two biogas power plants from the Company as announced on 22 September 2020. The Group's management continue to be in talks with both parties to arrive at an amicable settlement for the remaining amounts.

 

Outlook

 

For the second half of the year, BiON is focused on progressing the two recently acquired biogas power plants, which it expects to commence commercial operations by year end subject to the receipt of the required regulatory approvals and COVID-19 disruption. The Group has completed a further EPCC project during the second half and anticipates delivering another contract before the end of the year. BiON also intends to continue work on its Kahang and Malpom plants, which, following the reinstatement of certain lockdown restrictions, the Group expects to complete early next year.     

 

Looking further ahead, while continuing to develop POME-based biogas power plants, the Board intends to expand its business activities into complementary renewable energy sectors. The Board believes in creating waste-to-value and that there are abundant opportunities in eco-friendly sustainable ventures such as biomass, solar, industrial and wastewater treatment, landfill biogas, livestock waste and more. The Group intends to target these opportunities by leveraging its significant experience and track record in waste-to-energy and environmental engineering as well as by pursuing strategic partnerships, joint ventures and acquisitions, including expanding its EPCC offer to other countries in Southeast Asia.

 

As a result, and with the ongoing financial support from Serba, the Board continues to look to the future with confidence and to delivering sustainable growth.

 

 

BiON plc (Formerly known as Green & Smart Holdings plc)

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

 

 

 

 

 

 

 

 

 

Unaudited

 

Unaudited

 

Audited

30.06.2020

 

30.06.2019

 

31.12.2019

ASSETS

Note

RM'000

 

RM'000

 

RM'000

NON-CURRENT ASSETS

 

 

 

 

 

 

Intangible assets

9

749

 

                   804

 

776

Investment in associates

 

                     -

 

                     -

 

                    - 

Property, plant and equipment

10

44,742

 

             40,713

 

44,781

Right-of-use assets

17 (a)

4,534

 

-

 

4,760

Total non-current assets

 

50,025

 

             41,517

 

50,317

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Trade and other receivables

11

35,016

 

               16,282

 

               17,060

Amount owing by contract customers

12

                   401

 

                   401

 

401

Amount owing by related parties

13

             62,544

 

             31,660

 

59,654

Cash and cash equivalents

14

319

 

                     55

 

83

Total current assets

 

98,280

 

             48,398

 

77,198

 

 

    

 

    

 

    

Total assets

 

148,305

 

           89,915

 

127,515

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

Stated capital

15

69,458

 

             61,052

 

61,052

Foreign translation reserve

 

(2,463)

 

              (2,421)

 

(2,683)

Retained loss

 

(7,146)

 

              (7,754)

 

(4,448)

Merger reserve

 

(4,028)

 

              (4,028)

 

              (4,028)

Total shareholders' equity

 

55,821

 

             46,849

 

49,893

Non-controlling interests

 

                     163

 

                     41

 

163

Total equity

 

55,984

 

             46,890

 

50,056

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

Trade and other payables

16

68,160

 

             21,036

 

53,922

Lease liabilities

17 (b)

334

 

-

 

317

Short-term borrowings

18

5,865

 

             11,949

 

15,125

Income tax liabilities

 

544

 

-

 

544

Total current liabilities

 

74,903

 

             32,985

 

69,908

 

 

 

 

 

 

 

NON-CURRENT LIABILITY

 

 

 

 

 

 

Government grant income

 

89

 

                   102

 

                   96

Amount owing to related parties

13

-

 

                4,199

 

-

Lease liabilities

17 (b)

5,352

 

-

 

5,523

Long-term borrowings

18

10,512

 

341

 

295

Amount owing to directors

27

834

 

                5,398

 

1,006

Deferred taxation

 

631

 

-

 

631

Total non-current liabilities

 

               17,418

 

               10,040

 

7,551

 

 

 

 

 

 

 

Total liabilities

 

92,321

 

             43,025

 

77,459

 

 

 

 

 

 

 

Total liabilities and equity

 

148,305

 

           89,915

 

127,515

 

 

BiON plc (Formerly known as Green & Smart Holdings plc)

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 

 

 

 

 

 

 

 

 

Unaudited

 

Unaudited

 

30.06.2020

 

30.06.2019

 

 

Note

RM'000

 

RM'000

 

 

 

 

 

 

 

Revenue

21

27,212

 

                1,907

 

Cost of sales

 

(26,489)

 

              (2,026)

 

Gross profit/(loss)

 

723

 

                 (119)

 

 

 

 

 

 

 

Other income

22

 580                       

 

6

 

Less: operating expenses

 

 

 

 

 

Administrative expenses

 

(4,076)

 

              (3,560)

 

Other expenses

 

-

 

                     (2)

 

 

 

(4,076)

 

              (3,562)

 

 

 

 

 

 

 

Operating loss

 

(2,773)

 

               (3,675)

 

 

 

 

 

 

 

Finance income

23

928

 

-

 

Finance cost

24

(853)

 

              (729)

 

Loss before taxation

 

(2,698)

 

              (4,404)

 

 

 

 

 

 

 

Income tax expense

 

                      -  

 

                      -  

 

Loss for the period

 

(2,698)

 

              (4,404)

 

 

 

 

 

 

 

Other comprehensive income/(loss)

 

 

 

 

Exchange difference on translation of foreign operations

                   220

 

78

 

Total comprehensive loss

(2,478)

 

              (4,326)

 

 

 

 

 

 

 

Loss for the period attributable to: -

 

 

 

- Owners of the company

 

(2,698)

 

              (4,404)

 

- Non-controlling interest

 

                      -  

 

                      -  

 

 

 

(2,698)

 

              (4,404)

 

 

 

 

 

 

 

Total comprehensive loss attributable to: -

 

 

 

- Owners of the company

 

(2,478)

 

               (4,326)

 

- Non-controlling interest

 

                      -  

 

                      -  

 

 

 

(2,478)

 

              (4,326)

 

Loss per share:

 

 

 

 

 

Basic (RM, cents)

25

(0.006)

 

               (0.012)

 

Diluted (RM, cents)

25

(0.006)

 

               (0.012)

 

 

 

 

 

 

BiON plc (Formerly known as Green & Smart Holdings plc)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

 

 

 

 

 

Share capital

Foreign translation reserve

Merger reserve

Retained profit

Attributable to owners of the company

Non- controlling interest

Total equity

 

Note

RM'000

RM'000

RM'000

RM'000

RM'000

RM'000

RM'000

 

 

 

 

 

 

 

 

 

Balance as at 1 January 2019

             61,502

              (2,499)

              (4,028)

             (3,350)

             51,175

                     41

        51,216

 

 

 

 

 

 

 

 

 

Effects on adoption of IFRS 16

 

-

-

-

(911)

(911)

-

(911)

Loss for the year

 

                      -  

                      -  

                      -  

            (187)

            (187)

                    122

      (65)

Translation of foreign operations

                      -  

                 (184)

                      -  

                      -  

                 (184)

                      -  

           (184)

Total comprehensive loss

                      -  

                 (184)

                      -  

            (1,098)

            (1,282)

                    122

      (1,160)

 

 

 

 

 

 

 

 

Transactions with owners

 

 

 

 

 

 

 

Issuance of placing shares

               -

                      -  

                      -  

                      -  

               -

                      -  

        -

 

 

 

 

 

 

 

 

 

Balance at 31 December 2019

             61,052

              (2,683)

              (4,028)

             (4,448)

             49,893

                    163

      50,056

 

 

 

 

 

 

 

 

 

Loss for the period

 

                      -  

                      -  

                      -  

              (2,698)

              (2,698)

                   

        (2,698)

Translation of foreign operations

                      -  

                  220

                      -  

                      -  

                   220

                      -  

             220

Total comprehensive loss

                      -  

                   220

                      -  

              (2,698)

              (2,478)

                      -  

        (2,478)

 

 

 

 

 

 

 

 

 

Transactions with owners

 

 

 

 

 

 

 

 

Issuance of placing shares

15

8,406

-

-

-

8,406

-

8,406

 

 

 

 

 

 

 

 

 

Balance at 30 June 2020

             69,458

              (2,463)

              (4,028)

              (7,146)

             55,821

                    163

        55,984

 

BiON plc (Formerly known as Green & Smart Holdings plc)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

For the six months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

30.06.2020

 

30.06.2019

 

 

Note

RM'000

 

RM'000

 

CASH FLOW FROM OPERATING

ACTIVITIES

 

 

 

Loss before taxation

 

(2,698)

 

              (4,404)

 

Adjustments for:

 

 

 

 

 

Amortisation of intangible assets

                     27

 

                     27

 

Depreciation of right-of-use assets

 

226

 

-

 

Depreciation of equipment

 

1,144

 

                1,007

 

Government grant income

 

                     (7)

 

                     (6)

 

Gain on disposal of PPE

 

(53)

 

-

 

Interest expenses

 

280 

 

724

 

Interest expenses - lease liabilities

 

313

 

-

 

Interest income

 

(928)

 

-

 

Cash flow from operating activities before

 working capital changes

              (1,696)

 

              (2,652)

 

Decrease/(Increase) in trade and other receivables

(17,956)

 

              5,493

 

(Decrease)/Increase in trade and other payables

14,238

 

              (10,103)

 

(Decrease)/Increase in amount owing by related parties

(3,062)

 

               2,975

 

Cash flow used in operating activities

(8,476)

 

              (4,287)

 

Interest paid

 

(412)

 

                (7)

 

Interest received

 

928

 

 

 

NET CASH FLOW USED IN OPERATING ACTIVITIES

                     (7,960)

 

(4,294)

 

 

 

 

 

 

 

CASH FLOW FROM INVESTING

ACTIVITIES

 

 

 

Proceeds from disposal of property, plant and equipment

130

 

-

 

Purchase of property, plant and equipment

(1,182)

 

              (113)

 

NET CASH FLOW USED IN INVESTING ACTIVITIES

(1,052)

 

              (113)

 

 

 

 

 

 

 

CASH FLOW FROM FINANCING

ACTIVITIES

 

 

 

Issuance of new ordinary shares

8,406 

 

                -

 

Convertible short-term loan to ordinary shares

 

(8,406)

 

-

 

Advances from related parties

 

-

 

227

 

Advances from directors

 

-

 

1,507

 

Repayment of hire purchase obligations

 

(236)

 

                     (43)  

 

Drawdown of hire purchase

 

462

 

-

 

Drawdown of term loans

 

10,000

 

4,800

 

Principal elements of lease liabilities

 

(467)

 

                     -  

 

Repayment of term loans

 

(731)

 

                (2,500)

 

NET CASH FLOW FROM FINANCING ACTIVITIES

9,028

 

                3,991

 

 

 

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

16

 

              (416)

 

Effects on foreign exchange translation

220

 

-

 

Cash and cash equivalents at the beginning of the period  

83

 

471

 

Cash and cash equivalents at the end of the period

14

319

 

55

 

 

 

BiON plc (Formerly known as Green & Smart Holdings plc)

NOTES TO THE FINANCIAL STATEMENT

For the six months ended 30 June

 

1.   GENERAL INFORMATION

 

BiON plc (formerly known as Green & Smart Holdings 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 has 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. The Company's nature of operations is 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.

 

The consolidated financial statements include the financial statements of the Company and its controlled subsidiaries (the "Group") as follows:

 

Name

Place of incorporation

Registered address

Principal activity

Effective interest

 

 

 

 

30.06.2020

31.12.2019

BiON Ventures Sdn Bhd (fka Green & Smart Ventures Sdn Bhd)

Malaysia

Note 1

Holding company

100%

100%

BiON Sdn Bhd (fka Green & Smart Sdn Bhd)

Malaysia

Note 1

IPP & EPCC contractor

100%

100%

Our Energy Group (M) Sdn Bhd

Malaysia

Note 2

IPP

51%

51%

 

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 ½, 58100 Kuala Lumpur.

 

 

2.   basis of preparation

 

The consolidated financial information for the six-month period ended 30 June 2020 has been prepared in accordance with International Financial Reporting Standards as adopted by the EU ("IFRS") issued by the International Accounting Standards Board ("IASB"), including related interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").

 

The consolidated financial information is unaudited and does not constitute statutory financial statements. The interim financial information has been prepared on a historical cost basis, and fair value method will be used if it is relevant.

 

The financial information is presented in Malaysian Ringgit ("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 ringgit ("RM'000") except where otherwise indicated.

 

A copy of the audited consolidated financial statements for the year ended 31 December 2019 is available on the Company's website.

 

The interim financial information for the six months ended 30 June 2020 was approved by the Directors on 23 October 2020.

               

Going Concern

 

The interim financial information has been prepared on the going concern basis unless it is inappropriate to do so.  

 

The Directors, having considered "Going Concern and Liquidity Risk: Guidance for Directors of UK Companies" issued by The Financial Reporting Council in 2016, consider the going concern basis of preparation to be appropriate in preparing the interim financial information. The key conclusions are summarised below.

 

The Group made a loss for the period of RM2.7m (H1 2019: loss of RM4.4m) and recorded a net cash outflow from operating activities of RM7.9m (H1 2019: inflow of RM4.3m). At 30 June 2020, the Group held cash and cash equivalents of RM0.32m (H1 2019: RM0.06m) and had current liabilities of RM75.0m (H1 2019: RM33.0m).

 

As described in note 11, a trade receivable amount of RM10.51m (H1 2019: RM10.51m) was due from Concord Green Energy Sdn Bhd ("CGE") as at 30 June 2020.  Due to the repayment plan not being upheld, subsequent discussions are taking place to re-negotiate the terms of repayment and in the meantime, Serba Dinamik Sdn. Bhd. and one of the executive directors, have guaranteed the value of the debt.

 

As described in note 13, an amount of RM66.30m (H1 2019: RM35.36m) was due from Megagreen Energy Sdn Bhd ("MGE") as at 30 June 2020. During the financial reporting period, the Group via its subsidiary, BiON Sdn Bhd, entered into sale and purchase agreements on 8 April 2020 to acquire three biogas power plant units located in Perak for consideration of RM45,990,000.00. The completion of the sale took place in Q3 2020, where 30% of the sales proceeds have been offset against the amount due and the balance of 70% was paid in cash, financed by bank borrowings. Further negotiations are taking place to acquire an additional three biogas power plants and is expected to be finalised upon satisfactory outcome from the due diligence exercise.

 

The Directors consider the amounts owing to be recoverable in full as a result of negotiations being undertaken.

 

The Group has also received a letter of support from one of its largest shareholders, Serba Dinamik Sdn. Bhd., giving its willingness to continue to fund the Group.

 

COVID-19 has been identified as having a significant impact on the Group in the 2020 financial year due to public lockdown. However, as restrictions have been eased and activity is increasingly resuming, the Directors continue to believe that the Group remains viable for the foreseeable future.

The Directors prepared financial projections and plans for a period of at least 12 months from the date of approval of these financial statements. On assessment of the Group's future cash flows, the new financing arrangements that have been made available from the SME Bank loan as well as the agreed letter of support from Serba Dinamik Sdn. Bhd. and an assessment of their willingness to perform under this, the Directors believe the Group has the ability to continue as a going concern for at least 12 months from the date of approval of these financial statements.

 

 

3.   SEASONAL OR CYCLICAL FACTORS

 

There are no seasonal factors that materially affect the operations of any company in the Group.

 

 

4.   ITEMS OF AN UNUSUAL NATURE

 

There were no other unusual items affecting assets, liabilities, equity, net income or cash flows due to their nature, size or incidence for the financial period ended 30 June 2020.

 

 

5.   MATERIAL CHANGES IN ACCOUNTING ESTIMATES

 

The preparation of unaudited interim financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses for the current and its corresponding financial period under review. Actual results may differ from these estimates.

 

In preparing the unaudited interim financial information, the significant judgements made by the management in applying the Group's accounting policies and the sources of estimation uncertainty were consistent with those applied to the 2019 Audited Financial Statements.

 

There were no changes in estimates of amounts of the Group that may have a material effect on the financial period ended 30 June 2020.

 

 

6.   DIVIDENDS

 

No interim dividend was recommended by the Directors during the financial period under review.

 

 

7.   SEGMENTAL REPORTING

 

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 the 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 six-month period/year are as follows:

 

 

Business Segments

 

 

Consulting & contract

Power

Head office

Total

 

 

 

 

RM'000

RM'000

RM'000

RM'000

 

Six months ended 30 June 2020

 

 

 

 

 

 

 

Contract revenues

 

 

          27,212

            -

            -  

27,212 

 

Power sold

 

 

                  -  

-

           -  

   -

 

Group revenues

 

 

           27,212

   -

            -  

27,212

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit/(loss)

 

 

            2,870

(2,147)

           -  

723

 

Net loss

 

 

           (2,670)

(28)

-  

(2,698)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment assets

 

 

           92,782

51,861

3,662 

148,305

 

Segment liabilities

 

 

34,371 

21,264

36,686

92,321

 

Capital expenditure

 

 

            -

1,182

           -  

1,182

 

Depreciation and amortisation

 

 

            -

1,276

121 

1,397

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Segments

 

 

 Consulting & contract

 Power

 Head office

 Total

 

 

 

 

 RM'000

RM'000

 RM'000

 RM'000

 

Six months ended 30 June 2019

 

 

 

 

 

 

 

Contract revenues

 

 

           -

            -  

            -  

           -

 

Power sold

 

 

                  -

   1,907

           -  

   1,907

 

Group revenues

 

 

           -

   1,907

            -  

   1,907

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross loss

 

 

            -

    (119)

           -  

   (119)

 

Net loss

 

 

         -

  (4,404)

           -  

 (4,404)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment assets

 

 

         34,195

  52,035

    3,685

 89,915

 

Segment liabilities

 

 

         5,431

  12,206

  25,388

  43,025

 

Capital expenditure

 

 

                  -  

113 

           -  

      113

 

Depreciation and amortisation

 

 

                  -  

       885

       149

    1,034

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consulting & contract

Power

Head office

Total

 

Business Segments

 

 

RM'000

RM'000

RM'000

RM'000

 

 

 

 

 

 

 

 

 

Year ended 31 December 2019

 

 

         

                   

                   

 

 

Contract revenues

 

 

21,602

21,602

 

Power sold

 

 

-

2,459

2,459

 

Group revenues

 

 

21,602

2,459

-

24,061

 

 

 

 

 

 

 

 

 

Gross profit/(loss)

 

 

4,511

(1,459)

-

3,052

 

Net profit/(loss)

 

 

1,720

(1,785)

-

(65)

 

 

 

 

 

 

          

 

 

Segment assets

 

 

72,432

52,652

2,431

127,515

 

Segment liabilities

 

 

27,105

19,374

30,980

77,459

 

Capital expenditure

 

 

-

5,434

-

5,434

 

Depreciation and amortisation

 

 

2,553

243

2,796

 

Impairment loss on receivables

 

 

-

-

868

868

 

 

8.   TAXATION

 

The Company is regarded as resident for tax purposes in Jersey and on the basis that the Company is neither a financial service company nor a utility company for the purpose of the Income Tax (Jersey) Law 1961, as amended, the Company is subject to income tax in Jersey at a rate of zero per cent.

 

 

9.   INTANGIBLE ASSETS

 

 

 

Trademarks

 

Patents

 

Total

 

 

 RM'000

 

   RM'000

 

RM'000  

Cost

 

 

 

 

 

 

At 1 January 2019

 

                1,319

 

                       8

 

                1,327

Addition

 

 -

 

 -

 

 -

At 30 June 2019

 

                1,319

 

                       8

 

                1,327

Addition

 

-

 

-

 

-

At 31 December 2019

 

1,319

 

8

 

1,327

Addition

 

 -

 

 -

 

 -

At 30 June 2020

 

                1,319

 

                       8

 

                1,327

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

Patents

 

Total

 

 

 RM'000

 

   RM'000

 

RM'000  

Accumulated depreciation

 

 

 

 

 

 

At 1 January 2019

 

                   490

 

                       6

 

                   496

Charge for the period

 

27

 

                       -

 

27

At 30 June 2019

 

                   517

 

                       6

 

                   523

Charge for the period

 

27

 

1

 

28

At 31 December 2019

 

544

 

7

 

551

Charge for the period

 

27

 

 

27 

At 30 June 2020

 

571

 

7

 

578 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

At 30 June 2019

 

802

 

2

 

804

At 31 December 2019

 

775

 

1

 

776

At 30 June 2020

 

748

 

1

 

749

 

 

 

 

 

 

 

 

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 are being amortised over 10 years in line with management's best estimate of their expected useful life.

 

The remaining amortisation period of trademarks is between one to two years. The remaining amortisation period of patents is between three to 10 years.

10.             PROPERTY, PLANT AND EQUIPMENT

 

 Furniture & Fittings

 Renovation

 Office Equipment

 Capital Work in Progress

 Industrial Building

 Motor Vehicle

 Total

 

 

 RM'000

 RM'000

 RM'000

 RM'000

 RM'000

 RM'000

 RM'000

At Cost

 

 

 

 

 

 

 

At 1 January 2020

                   159

                   344

                   167

             7,542

             40,896

                   807

             49,915

Addition

45

-

8

515

63

551

1,182

Disposal

-

-

-

-

-

(577)

(577)

At 30 June 2020

                   204

                   344

                   175

             8,057

             40,959

                   781

             50,520

 

 

 

 

 

 

 

 

Accumulated Depreciation

 

 

 

 

 

 

 

At 1 January 2020

68

136

122

-

4,204

604

5,134

Charge for the period

17

15

                     -

1,023

80

1,144

Disposal

-

-

-

-

-

(500)

(500)

At 30 June 2020

                     77

                   153

       137

              - 

                5,227

       184

              5,778

 

 

 

 

 

 

 

 

Carrying Amount

 

 

 

 

 

 

 

At 30 June 2020

                   127

                   191

                   38

             8,057

             35,732

                  597

          44,742

 

 

 

 

 

 

 

 

 

 Furniture & Fittings

 Renovation

 Office Equipment

 Capital Work in Progress

 Industrial Building

 Motor Vehicle

 Total

 

 

 RM'000

 RM'000

 RM'000

 RM'000

 RM'000

 RM'000

 RM'000

At Cost

 

 

 

 

 

 

 

At 1 January 2019

                   159

                   344

                   167

             21,418

              21,587  

                   807

             44,482

Addition

                      -

                       -

                     -

                113

                      -

                      -

                113

Adjustment

-

-

-

(29)

-

-

(29)

Reclassification

 

 

 

(13,847)

13,847

-

-

At 30 June 2019

                   159

                   344

               167

             7,655

             35,434

                   807

            44,566

 

 

 

 

 

 

 

 

Accumulated Depreciation

 

 

 

 

 

 

 

At 1 January 2019

53

102

90

-

2,159

442

2,846

Charge for the period

                  8

                     17

                  15

                     -

                   886

                     81

              1,007

At 30 June 2019

                  61

                   119

                   105

                   -

                3,045

                   523

              3,853

 

 

 

 

 

 

 

 

Carrying Amount

 

 

 

 

 

 

 

At 30 June 2019

                   98

 225 

                   62

             7,655

             32,389

                   284

            40,713

 

 

 

 

 

 

 

 

 

 Furniture & Fittings

 Renovation

 Office Equipment

 Capital Work in Progress

 Industrial Building

 Motor Vehicle

 Total

 

 

 RM'000

 RM'000

 RM'000

 RM'000

 RM'000

 RM'000

 RM'000

At Cost

 

 

 

 

 

 

 

At 1 January 2019

                   159

                   344

                   167

             21,418

             21,587 

                   807

             44,482

Addition

                      -  

                     -

                     -

                -

5,434 

                     -

             5,434

Reclassification

-

-

-

(13,876)

13,875

-

(1)

At 31 December 2019

                   159

                   344

                   167

             7,542

             40,896

                   807

             49,915

 

 

 

 

 

 

 

 

Accumulated Depreciation

 

 

 

 

 

 

 

At 1 January 2019

                     53

                  102

                     90

                      -  

               2,159

                  442

                2,846

Charge for the year

                     15

                     34

                     32

                      -  

                2,045

                   162

                2,288

At 31 December 2019

                     68

                  136

                   122

                      -  

                4,204

                   604

                5,134

 

 

 

 

 

 

 

 

Carrying Amount

 

 

 

 

 

 

 

At 31 December 2019

                   91

                   208

                   45

             7,542

             36,692

                   203

             44,781

 

a)    Included in the assets of the Group at the end of the reporting period were motor vehicles with a total net book value of RM0.59m that were acquired under hire purchase terms.

 

b)    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 period.

 

c)     Industrial building with carrying amounts of approximately RM36.7m are pledged against the banking facility (note 20).

d)    Acquisition of plant and equipment: -

 

 

 

Unaudited

 

Unaudited

 

Audited

 

 

 

 

 

30.06.2020

 

30.06.2019

 

31.12.2019

 

 

 

 

 

RM'000

 

RM'000

 

RM'000

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid to acquire property, plant and equipment

1,182

 

113

 

5,434

 

 

 

11. TRADE AND OTHER RECEIVABLES

 

 

 

Unaudited

 

Unaudited

 

Audited

 

 

30.06.2020

 

30.06.2019

 

31.12.2019

 

 

RM'000

 

RM'000

 

RM'000

 

 

 

 

 

 

 

Trade receivables

 

33,173

 

14,652

 

16,130

Less: allowance for impairment loss

(1,435)

 

(1,575)

 

(1,435)

 

31,738

 

13,077

 

14,695

 

 

 

 

 

 

Other receivables and deposits                                                                                            

4,649

 

3,708

 

3,736

Less: allowance for impairment loss

 

(1,371)

 

(503)

 

(1,371)

 

 

3,278

 

3,205

 

2,365

 

 

 

 

 

 

 

 

 

35,016

 

16,282

 

17,060

 

 

 

 

 

 

 

Allowance for impairment losses

 

 

 

 

 

 

Opening balance - trade receivables

 

(1,435)

 

(1,575)

 

(1,575)

Allowance written back

 

-

 

 

 

140

Allowance for the period/year

 

-

 

 

 

 

(1,435)

 

(1,575)

 

(1,435)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening balance - other receivables

 

(1,371)

 

(503)

 

(503)

Allowance for the period/year

 

 

-

 

(868) 

 

 

(1,371)

 

(503)

 

(1,371)

Closing balance

 

(2,806)

 

(2,078)

 

(2,806)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

a)    The Group's normal credit terms range from 90 to 120 days (H1 2019: 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 RM10.51m due from CGE (H1 2019: 10.51m).

 

d)    The amounts in trade receivables are analysed as follows:

 

 

 

 

Unaudited

 

Unaudited

 

Audited

 

 

30.06.2020

 

30.06.2019

 

31.12.2019

 

 

RM'000

 

RM'000

 

RM'000

 

Not past due

 

11,171

 

1,907

 

2

Past due by less than 3 months

6,233

 

-

 

-

Past due by less than 3 - 6 months

-

 

-

 

162

Past due by 6 months and above

15,769

 

12,745

 

15,966

 

33,173

 

14,652

 

16,130

 

 

 

 

 

 

 

12. AMOUNT OWING BY CONTRACT CUSTOMERS

 

 

 

 

 

 

 

 

 

 

Unaudited

 

Unaudited

 

Audited

 

 

30.06.2020

 

30.06.2019

 

31.12.2019

 

 

RM'000

 

RM'000

 

RM'000

 

 

 

 

 

 

 

Aggregate cost incurred to date

 

             52,669

 

             52,669

 

52,669

Add: attributable profits

 

             18,386

 

             18,386

 

18,386

 

 

             71,055

 

             71,055

 

71,055

Less: progress billings

 

       (70,654)

 

       (70,654)

 

     (70,654)

 

 

                   401

 

                   401

 

401

 

 

 

 

 

 

 

Represented by:

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount due from customer contracts

 

401

 

401

 

401

 

 

 

 

 

 

                       

 

 

 

13. AMOUNTS OWING BY/(TO) RELATED PARTIES

 

Party

Relationship*

Trade Receivables

Other Receivables

Other Payables

Total

 

 

RM'000

RM'000

RM'000

RM'000

30.06.2020

 

 

 

 

 

Megagreen Energy Sdn Bhd

Related party

51,497

14,800

66,297

Less: allowance for

impairment loss

(3,762)

-

-

(3,762) 

 

 

47,735

14,800

-

62,535

 

 

 

 

 

 

 

 

 

 

 

 

K2M Ventures

 

 

 

 

 

Sdn Bhd

Related party

-

9

-

9

 

 

47,735

14,809

-

62,544

 

 

 

 

 

 

 

30.06.2019

 

 

 

 

 

Megagreen Energy Sdn Bhd

Related party

31,087

4,269

-

35,356

Less: allowance for impairment loss

 

(3,762)

-

-

(3,762)

 

 

27,325

4,269

31,594

 

 

 

 

 

 

Makmur Hidro Sdn Bhd

Related party

                      -  

                     66

                      -  

                     66

 

 

27,325 

4,335

31,660

 

 

 

 

 

 

K2M Ventures

 

 

 

 

 

Sdn Bhd

Related party

-

-

(4,199)

(4,199)

 

 

 

 

 

 

 

 

27,325

4,335

(4,199)

27,461

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31.12.2019

 

 

 

 

 

Megagreen Energy Sdn Bhd

Related party

51,497

11,853 

63,350

Less: allowance for impairment loss

 

(3,762)

-

-

(3,762)

 

 

47,735

11,853

59,588 

 

 

 

 

 

 

Makmur Hidro Sdn Bhd

Related party

                     -

                    66

                 -

                   66

 

 

47,735

11,919

59,654 

 

 

* Relationship

a)    The Group via its subsidiary, BiON Sdn Bhd, holds 15% shares in Megagreen Energy Sdn Bhd and Syed Nazim Syed Faisal, being the Executive Director of BiON plc, 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 during the period until his resignation on 31 January 2020 and is a significant shareholder in BiON plc, is also one of the appointed Directors in Makmur Hydro Sdn Bhd.

 

c)     K2M Ventures Sdn Bhd holds 26.02% of the share capital in BiON plc at the end of reporting period.

 

 

14. CASH AND CASH EQUIVALENTS

Cash and cash equivalents included in the cash flow statement comprise the following amounts:

 

Unaudited

 

 

 

Unaudited

 

Audited

 

30.06.2020

 

 

 

30.06.2019

 

31.12.2019

 

RM'000

 

 

 

RM'000

 

RM'000

 

 

 

 

 

 

 

 

        Cash and bank balances

319

 

 

 

55

 

83

           

 

 

 

 

 

 

 

 

 

15. STATED CAPITAL

 

 

 

No. of shares

 

RM'000

Issued and Fully Paid-Up

 

 

 

 

1 January 2020

 

   345,375,812

 

             61,052

Issuance of shares

 

86,343,953

 

                8,406

Less: transaction costs

 

                          - 

 

                 -

30 June 2020

 

   431,719,765

 

             69,458

 

 

 

 

 

 

On 24 January 2020, the Group announced that, at the Extraordinary General Meeting ("EGM"), the Resolution placed in respect of the approval of the waiver under Rule 9 of the City Code and taken by Independent Shareholders on a poll was approved in regards to loan conversion to ordinary shares.

 

On 27 January 2020, upon relevant approved application, a loan of RM8.4m from Syed Nazim Syed Faisal, Executive Director, was converted into 86,343,953 new Ordinary Shares representing 20% of the enlarged share capital of the Group at an effective share price of approximately 1.85 pence.

 

 

 

 

 

16. TRADE AND OTHER PAYABLES

 

 

Unaudited

 

Unaudited

 

Audited

 

 

30.06.2020

 

30.06.2019

 

31.12.2019

RM'000

 

RM'000

 

RM'000

 

 

 

 

 

 

 

Trade payable

 

45,232

 

             12,134

 

35,780

Other payable and accruals

 

22,928

 

                8,902

 

              18,142 

 

 

68,160

 

             21,036

 

53,922

 

 

 

 

 

 

 

 

 

 

The normal credit terms granted to the Group by the suppliers are 90 days (H1 2019: 90 days) from invoice date.

 

 

17. 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

 

 

Land

 

Total

RM'000

RM'000

 

 

 

 

 

Cost at 1 January 2019

 

6,979

 

6,979

Additions

 

-

 

-

At 31 December 2019

 

6,979

 

6,979

Additions

 

-

 

-

At 30 June 2020

 

6,979

 

6,979

                                                                                               

Accumulated depreciation at 1 January 2019

 

1,766

 

1,766

Charge for the year

 

453

 

453

At 31 December 2019

 

2,219

 

2,219

Charge for the period

 

226

 

226

At 30 June 2020

 

2,445

 

2,445

 

Net carrying amount at 31 December 2019

 

4,760

 

4,760

Net carrying amount at 30 June 2020

 

4,534

 

4,534

 

 

 

 

b) Lease liabilities

                               

The carrying amount of lease liabilities is as follows: -    

 

 

30.06.2020

 

31.12.2019

RM'000

RM'000

Current liabilities

- Not later than one year 

 

 

334

 

 

317

 

 

 

 

 

Non-current liabilities:

- Later than one year and not later than five years

 

 

1,764

 

 

1,671

- Later than five years

 

3,588

 

3,852

 

 

5,686

 

5,840

 

c) Amounts recognised in profit or loss

               

 

30.06.2020

 

31.12.2019

RM'000

RM'000

 

 

 

 

 

Depreciation of right-of-use assets

 

226

 

453

Interest expenses on lease liabilities

 

313

 

651

Lease expenses not capitalised in lease liabilities:

- Expenses related to low value assets

 

 

2

 

 

11

- Expenses related to short-term lease

 

185

 

486

 

 

726

 

1,601

 

 

d) Total cash outflow

The Group had a total cash outflow for leases of RM0.47m during the period.

 

 

18. BORROWINGS

 

a) Short-term borrowings

 

 

Unaudited

 

Unaudited

 

Audited

 

 

30.06.2020

 

30.06.2019

 

31.12.2019

 

 

RM'000

 

RM'000

 

RM'000

 

Mezzanine loan

 

 

-

 

                6,668

 

                9,269

Hire purchase payables (note 19)

 

101

 

                   89

 

                   92

Term loans (note 20)

 

5,764

 

                5,192

 

              5,764

 

 

             5,865

 

             11,949

 

             15,125

 

 

 

 

 

 

 

 

b) Long-term borrowings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited

 

Unaudited

 

Audited

 

 

30.06.2020

 

30.06.2019

 

31.12.2019

 

 

RM'000

 

RM'000

 

RM'000

 

 

 

 

 

 

 

Hire purchase payables (note 19)

 

512

 

                   341

 

                  295

Term loans (note 20)

 

10,000

 

                -

 

-              

 

 

             10,512

 

             341

 

             295

 

 

19. HIRE PURCHASE PAYABLES

 

 

 

Unaudited

 

Unaudited

 

Audited

 

 

30.06.2020

 

30.06.2019

 

31.12.2019

 

 

RM'000

 

RM'000

 

RM'000

Minimum hire purchase payments:

- Not later than one year

 

 

136

 

110

 

                110

- Later than one year and not later than five years

 

540

 

335

 

                  318

- Later than five years

 

25

 

41

 

              4

 

 

             701

 

486

 

             432

Less: future finance charges

 

(88)

 

(56)

 

(45)

 

 

613

 

430

 

387

 

 

 

 

 

 

 

Current

- Not later than one year

 

101

 

89

 

92

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

- Later than one year and not later than five years

 

488

 

302

 

291

- Later than five years

 

24

 

39

 

4

 

 

512

 

341

 

295

 

 

613

 

430

 

387

 

 

 

 

 

 

 

 

The hire purchase payables of the Group at the end of the reporting period bare effective interest rates ranging from 5.20% to 5.36% (H1 2019: 5.20% - 5.36%).

 

 

20. TERM LOAN

 

 

 

Unaudited

 

Unaudited

 

Audited

 

 

30.06.2020

 

30.06.2019

 

31.12.2019

 

 

RM'000

 

RM'000

 

RM'000

Current (note 18)

Term loan 1

 

 

4,742

 

4,170

 

                4,742

Term loan 2

 

1,022

 

 1,022

 

              1,022

Term loan 3

 

10,000

 

-

 

              -

 

 

15,764

 

5,192

 

5,764

 

 

 

 

 

 

 

                Term loan 1 & 2

 

                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 under industrial building.

(iv)          A guarantee by Credit Guarantee Corporation Berhad (term loan 1 only). 

(v)           Joint and severally guaranteed by the Directors of the Company.

 

Term loan 1 bears an effective interest rate of 8% (H1 2019: 8%) per annum and term loan 2 bears effective interest rate of 5% (H1 2019: 5%) per annum.

 

During the financial period, due to delayed repayment and the lender being in a position to declare the term loan outstanding as immediately due and payable, the entire term loan was reclassified as a current liability. Thereafter, the term loan was fully repaid on 3 July 2020.

 

                Term loan 3

 

On 6 February 2020, the Group via its subsidiary, BiON Sdn Bhd (Borrower), entered in to a facility agreement with Serba Dinamik Sdn Bhd (Lender), to obtain a loan of RM10m for working capital purposes.   

 

The Group unconditionally agreed to pay profit for this facility at the rate of 5% per annum for a term of 54 months commencing from 6 August 2020.

               

 

21. REVENUE

 

      All revenues are derived from Malaysia.

 

 

 

Unaudited

 

Unaudited

 

 

 

30.06.2020

 

30.06.2019

 

 

 

RM'000

 

RM'000

 

Contract revenue

 

27,212

 

 - 

 

Sale of electricity

 

-

 

1,907

 

 

 

27,212

 

1,907

 

 

 

 

 

 

 

 

 

 

22. OTHER INCOME

 

     

 

 

Unaudited

 

Unaudited

 

 

 

30.06.2020

 

30.06.2019

 

 

 

RM'000

 

RM'000

 

Deferred grant income

 

6

 

 6

 

Gain on disposal of plant, property and equipment

 

53

 

-

 

Insurance claim

 

452

 

-

 

Realised gain on foreign exchange

 

-

 

-

 

Unrealised gain on foreign exchange

 

-

 

-

 

Rental income

 

7

 

-

 

Wage subsidy

 

62

 

-

 

 

 

580

 

6

 

 

 

 

 

 

 

23. FINANCE INCOME

 

The finance income recognised is in relation to the interest charged for advances given to a related party, at a rate of 18% per annum (1.5% per month) (see note 27 for detail).

  

 

 

 

 

24. FINANCE COSTS

 

     

 

 

Unaudited

 

Unaudited

 

 

 

30.06.2020

 

30.06.2019

 

 

 

RM'000

 

RM'000

 

Bank charges

 

3

 

 4

 

Factoring charges

 

258

 

-

 

 

 

 

 

 

 

Bank interest

 

-

 

1

 

Hire purchase interest

 

10

 

9

 

Short-term loan interest

 

54

 

715

 

Term loan interest

 

215

 

-

 

 

 

279

 

725

 

 

 

 

 

 

 

Interest on lease liabilities

 

313

 

-

 

 

 

853

 

729

 

 

 

 

 

 

 

25. EARNINGS PER SHARE

               

The calculation of earnings per share is based on the following earnings and number of shares:

 

 

 

 

Unaudited

 

Unaudited

 

Audited

 

 

30.06.2020

 

30.06.2019

 

31.12.2019

 

 

 

 

 

 

 

Loss attributable to the owners of the company (RM'000)

 

(2,698)

 

              (4,404)

 

(187)

 

 

 

 

 

 

 

Weighted average shares in issue for basic earnings per share

 

      345,375,812

 

      345,375,812

 

345,375,812

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment for:

 

 

 

 

 

 

Warrants instruments

 

7,232,013 

 

        7,232,013

 

7,232,013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares in issue for diluted earnings per share

 

352,607,825

 

   352,607,825

 

352,607,825

 

 

 

 

 

 

 

Basic earnings per share (RM, cents)

 

     (0.006)

 

         (0.012)

 

(0.001)

 

Diluted earnings per share (RM, cents)

 

            (0.006)

 

              

 (0.012)

 

              (0.001)

                 

 

 

Earnings per share has been calculated by dividing the profit or loss for the period attributable to equity holders of the Group by the weighted average number of ordinary shares in issue during the period.

 

The diluted number of shares includes those reserved under warrants (note 28).

 

 

 

 

26. 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: -

 

 

 

Unaudited

 

 

Unaudited

 

Audited

 

 

30.06.2020

 

 

30.06.2019

 

31.12.2019

 

 

RM'000

 

 

RM'000

 

RM'000

 

 

 

 

 

 

 

 

Corporate guarantee given to licensed banks for credit facilities granted to a related party

 

10,080

 

 

32,883

 

32,489

 

The Group has provided MGE with a corporate guarantee in support of a loan facility. As the Group has only a 15% interest in MGE, it has no effective control over whether any claim may be made under this guarantee. 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. On that basis, the Directors expect the exposure of the Group under the guarantee to be limited to approximately RM4.0m.

 

 

27. RELATED PARTY TRANSACTIONS

 

In addition to the information detailed in note 13, the Group also carried out the following significant transactions with related parties during the period:

 

               

 

 

Unaudited

 

Unaudited

Audited

 

 

30.06.2020

 

30.06.2019

31.12.2019

 

 

RM'000

 

RM'000

RM'000

 

 

 

 

 

 

Megagreen Energy Sdn. Bhd.

 

 

 

 

 

- Contract revenue

 

-

 

-

20,539

- Interest income

 

928

 

-

2,265

- Amounts owing from

 

62,535

 

31,594

59,588

 

 

 

 

 

 

K2M Ventures Sdn Bhd

 

 

 

 

 

- Other income (waive of debts)

 

-

 

-

1,633

- Amount owing from/(to)

 

9

 

(4,199)

-

 

 

 

 

 

 

Makmur Hidro Sdn Bhd

 

 

 

 

 

- Amount owing from

 

-

 

66

66

 

 

 

 

 

 

Saravanan Rasaratnam

 

 

 

 

 

- Director fees due

 

-

 

(393)

-

- Director advance

 

-

 

(2,691)

-

- Director fees

 

-

 

32

63

- Other income (waive of debts)

 

-

 

-

3,595

 

 

 

 

 

 

Navindran Balakrishnan

 

 

 

 

 

- Director fees due

 

-

 

(393)

-

- Director advance

 

-

 

(976)

-

- Director fees

 

-

 

32

63

- Other income (waive of debts)

 

-

 

-

1,101

 

 

 

 

 

 

Serba Dinamik group of companies

 

 

 

 

 

- Term loan

 

(10,000)

 

-

-

- Amount owing to

 

(15,253)

 

-

(10,078)

- Services rendered (nett)

 

(429)

 

(460)

(8,397)

               

Syed Nazim Syed Faisal

 

 

 

 

 

- Mezzanine loan

 

-

 

(4,800)

(8,406)

- Director advance

 

(1,152)

 

-

(1,305)

- Director fees due

 

(110)

 

(47)

(81)

- Director fees

 

32

 

32

64

 

 

 

 

 

 

Datuk Dr. Hj. Radzali Hassan

 

 

 

 

 

- Director fees due

 

(418)

 

(354)

(242)

- Director fees

 

32

 

32

64

 

 

 

 

 

 

Aditya Chathli

 

 

 

 

 

- Director fees due

 

(268)

 

(204)

(242)

- Director fees

 

32

 

32

63

 

 

 

 

 

 

Sivadas Kumar

 

 

 

 

 

- Director fees due

 

(17)

 

(333)

(228)

 

 

Related parties: -

i)     The Group via its subsidiary, BiON Sdn Bhd, hold 15% shares in Megagreen Energy Sdn Bhd.

ii)    K2M Ventures Sdn Bhd holds 26.02% shares in BiON plc.

iii)   Mr. Saravanan was a Director and shareholder in BiON plc for the year ended 31 December 2019 and during the period until 31 January 2020, and is also one of the appointed Directors in Makmur Hydro Sdn Bhd. 

iv)   Mr. Navindran was a Director and shareholder in BiON plc for the year ended 31 December 2019 and during the period until 31 January 2020.

v)    Serba Dinamik group of companies is one of the significant shareholders in BiON plc for the period ended 30 June 2020.

vi)   Syed Nazim Syed Faisal is an Executive Director in BiON plc for the period ended 30 June 2020.

vii)  Aditya Chathli is a Non-Executive Director in BiON plc for the period ended 30 June 2020.

viii)                Datuk Dr. Hj. Radzali Hassan is a Non-Executive Director in BiON plc for the period ended 30 June 2020.

ix)   Sivadas Kumar was an Executive Director in BiON plc (formerly as Green & Smart Holdings plc) until 25 October 2018.

 

 

28. WARRANT INSTRUMENTS

 

 

 

 

 

 

 

 

Average exercise price per warrants

Number of warrants

 

 

 

 

 

At 1 January

 

 

0.092p

7,232,013

Granted during the period

 

-

Exercised during the period

 

Forfeited during the period

 

As at 30 June

 

 

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 to 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.

 

There was no movement during the period ended 30 June 2020.

 

 

29. SUBSEQUENT EVENTS

 

Management is not aware of any significant events that occurred subsequent to the consolidated balance sheet date but prior to the filing of this report that would have a material impact on the consolidated financial statements.

 

 

 

 

               

 

 

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