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 £1 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 £1m (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 £1

·    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


c/o Gracechurch Group

+44 20 4582 3500

 


Beaumont Cornish Limited (Nominated Adviser)


Roland Cornish, Felicity Geidt    

+44 20 7628 3396



Optiva Securities Limited (Broker)


Vishal Balasingham

+44 20 3137 1903



Gracechurch Group (Financial PR Adviser)


Claire Norbury

+44 20 4582 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 £1m (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 £1m (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 £6 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, £1m (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



 

 

PERIOD ENDED

 

 

 

YEAR

ENDED

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 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 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

 



 

PERIOD ENDED

 

 

 YEAR

ENDED

 

 

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 PERIOD ENDED 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:

Name

Place of incorporation

Registered 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%

BiON Suria Sdn Bhd

Malaysia

Note 1

IPP & EPCC contractor

-

100%

Our Energy Group (M) Sdn Bhd

Malaysia

Note 2

IPP

-

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.

*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 £1m (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 £1.00.

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:

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);

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);

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

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 where 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 £1m (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 & Fittings

Office Equipment

Assets under Construction

Industrial Building

Total

 



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 Energy Sdn Bhd

Associate

-

-

-

Less:  Allowance for impairment loss

-

-

-



-

-

-






K2M Ventures Sdn Bhd

Ultimate holding 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 Sdn Bhd

Ultimate holding 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 £1m (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 shares

 

RM'000

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 £1m 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


 

Land

 

Motor 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 1

32,000

To part finance the acquisition of 2 biogas power plant

Facility 2

6,200

To redeem existing facility from MDV

Facility 3

12,100

To part finance remaining project cost of biogas power plant

Revolving credit

5,000

For working capital requirement

                          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:

 

 

Remuneration

Fees

Approved 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

 

 

 

Remuneration

Fees

Approved 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

 

 

 

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:

Business Segments

Consulting & 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






Business Segments

Consulting & 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

Business Segments

Consulting & contract

Power

Consulting & 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 price per warrants

Number of warrants

Average exercise price per warrants

Number 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

 

Effective interest rate

Carrying amount

Contractual undiscounted cashflow

Within 1 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

 



Effective interest rate

Carrying amount

Contractual undiscounted cashflow

Within 1 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 Instruments

 

Total

Carrying

 


Carried at Fair Value

 

Not Carried at Fair Value

 

Fair Value

Amount

 


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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