TIDMBION

RNS Number : 5597C

Bion PLC

12 October 2022

12 October 2022

BiON plc

("BiON" or the "Company" or, together with BiON Ventures Sdn Bhd, the "Group")

Final Results and Publication of Annual Report

Restoration of Trading

BiON (AIM: BION) announces its final results for the sixteen-month period ended 30 April 2022.

Financial summary*

   --    Revenue was RM1.6m (2020: RM103.7m) 
   --    Gross loss was RM6.2m (2020: profit of RM6.3m) 
   --    Operating loss was RM81.9m (2020: RM119.5m) 
   --    Loss before tax was RM86.0m (2020: RM120.3m) 
   --    Cash and cash equivalents as at 30 April 2022 were RM6k (31 December 2020: RM2.3m) 

-- On 19 April 2022, the operating sub-Group, BiON Ventures Sdn Bhd and its subsidiaries, were sold for a nominal sum, being GBP1 and accordingly the results in the consolidated statement of profit and loss and other comprehensive income are from discontinued activities

-- On 20 April 2022, the Company completed a placing organised by its broker, Optiva Securities, raising GBP1m (RM5.5m) before expenses. As at 30 April 2022, the placing proceeds were held by the Company's custodian and accordingly are presented within trade and other receivables

* Due to the Company changing its financial year end, as announced on 5 October 2022, the 2022 results cover 16 months ended 30 April 2022 while the comparative 2020 results cover 12 months ended 31 December 2020

Operational summary

-- On 19 April 2022, the Company disposed of its operating entity, BiON Ventures Sdn Bhd ("BVSB"), for a nominal sum, being GBP1

   --    Accordingly, the Company became an AIM Rule 15 cash shell 

-- The Company is now focused on making an acquisition that constitutes a reverse takeover under AIM Rule 14

Publication of Annual Report and Accounts

The Company's annual report and accounts for the sixteen months ended 30 April 2022 has been published today and is available on the BiON website in the Investor Relations section under 'Reports and Accounts': www.bionplc.com

Restoration of trading

With effect from 7.30am on 1 July 2022, trading in the Company's ordinary shares was suspended due to the Company being unable to complete and publish the annual report within its financial reporting deadline of 30 June 2022. Given the annual report is now published, trading in the Company's ordinary shares will resume as from 7.30am today, 12 October 2022.

Update on the Company' AIM Rule 15 cash shell status

Although the Company has been actively seeking a suitable reverse candidate and assessing various business opportunities, it is highly unlikely it will be able to complete a reverse takeover within the six-month period from becoming an AIM Rule 15 cash shell. As a result, trading on AIM in the Company's ordinary shares is expected to be suspended at 7.30am on 20 October 2022. From the suspension date, BiON will have six months to complete an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 otherwise admission to trading on AIM will be cancelled.

This announcement contains inside information for the purposes of Article 7 of Regulation 2014/596/EU which is part of domestic UK law pursuant to the Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310).

Enquiries:

 
 BiON plc 
                                                 +44 20 4582 
 c/o Gracechurch Group                                  3500 
 
 Beaumont Cornish Limited (Nominated Adviser) 
                                                 +44 20 7628 
 Roland Cornish, Felicity Geidt                         3396 
 
 Optiva Securities Limited (Broker) 
                                                 +44 20 3137 
 Vishal Balasingham                                     1903 
 
 Gracechurch Group (Financial PR Adviser) 
                                                 +44 20 4582 
 Claire Norbury                                         3500 
 

Chairman's Statement

The period under review, as with that preceding, was challenging for BiON. The COVID-19 pandemic persisted, and the corresponding preventative measures in Malaysia were in place, longer than anticipated. This severely impeded the Group's short and medium-term activity levels. In particular, the restriction of movement in Malaysia significantly impacted its ability to continue with its operations and complete projects. As a result, the prospects for a sustained recovery in activity were limited.

With regards to the Group's operations, the four existing biogas power plants were producing only 1MW out of the 7MW capacity to the electricity grid and the new 3MW plant in Indonesia remained under construction. Global macroeconomic conditions caused by the prolonged pandemic restricted the Group's access to financial support. To upgrade and repair the existing plants would have required approximately RM12m and completion of the Indonesian plant another RM10m. BiON was unable to attract this level of investment.

The Group's indebtedness of some RM80m had hitherto been guaranteed by the major shareholder, Serba Dinamik. However, they were no longer in a position to do so. The general financial difficulties had not only impacted on BiON's ability to conduct its own business but also affected its customers. In particular, the historic debtors remained unpaid as did a majority of the debtors for the more recent contract work the Group had undertaken, in aggregate approximately RM84.8m.

BiON had engaged with various parties with a view to injecting new resources into the existing business. However, this was not achieved. Given the liabilities within the operating business, the unpaid debtors and the operational issues and need for future financing to re-establish its business, the Board concluded that the best that could be achieved would be to sell its operating business, BiON Ventures Sdn Bhd, which occurred on 19 April 2022.

In accordance with AIM Rule 15, the disposal constituted a fundamental change of business of the Group. BiON plc ceased to own, control or conduct all or substantially all, of its existing trading business, activities or assets. Accordingly, the results in the consolidated statement of profit or loss and other comprehensive income are from discontinued operations and continue to be presented in Ringgit Malaysia ("RM") as trading for the period was predominantly in RM. The functional currency of BiON will be considered in the next reporting period.

BiON plc therefore become an AIM Rule 15 cash shell and, as such, is required to make an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 on or before the date falling six months from completion of the disposal or be re-admitted to trading on AIM as an investing company under the AIM Rules.

In conjunction with the disposal and BiON becoming an AIM Rule 15 cash shell, the Company's broker, Optiva Securities, raised GBP1m (RM5.5m) before expenses for the Company through a placing of 333,333,333 ordinary shares at a placing price of 0.3 pence per ordinary share. As at 30 April 2022, the placing proceeds were held on behalf of the Company by a custodian and as such are shown within trade and other receivables rather than cash and cash equivalents.

With effect from 7.30am on 1 July 2022, trading in the Company's ordinary shares was suspended due to the Company being unable to complete and publish the annual report within its financial reporting deadline of 30 June 2022. To reflect BiON becoming a Rule 15 cash shell, the Company extended its accounting reference date from 31 December 2021 to 30 April 2022 and on publication of this annual report, it is anticipated that trading in the Company's ordinary shares will resume as from 7.30am on 12 October 2022.

Although the Company has been actively seeking a suitable reverse candidate and assessing various business opportunities, it is highly unlikely it will be able to complete a reverse takeover within the six-month period from becoming an AIM Rule 15 cash shell. As a result, trading on AIM in the Company's ordinary shares is expected to be suspended at 7.30am on 20 October 2022. From the suspension date, BiON will have six months to complete an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 otherwise admission to trading on AIM will be cancelled.

The Directors believe there is an opportunity to generate value, predominantly through capital appreciation, by providing a route to market for a new business, which the Board hopes will be to the advantage and benefit of the existing shareholder base.

I would like to take this opportunity to thank our shareholders for their patience and hope to report progress in due course.

Aditya Chathli

Interim Non-Executive Chairman

Strategic Report

Overview

The Group faced a difficult year in 2021 as the disruption to business caused by restrictions on the movement of people and supplies due to the COVID-19 pandemic continued. In particular, in Malaysia the restrictions were far more severe than those experienced in the UK, for example. These challenges were compounded by the Group's worsening financial position, without access to external funding, and operating issues such as a severe fire at the palm oil mill adjoining the Group's Malpom power plant. Accordingly, the Group was unable to progress its biogas powerplants as planned or conduct the required upgrade work. In addition, due to the difficulties experienced in collecting revenues from the Engineering, Procurement, Construction and Commissioning ("EPCC") projects that it provided in the prior year, which impeded its ability to pay its suppliers thereby impacting its debtor position, management decided to pause its pursuit of further EPCC contracts.

As a result of the delay in the publication of the audited accounts for the year ended 31 December 2020 ("the Accounts") and the unaudited interim results for the period ended 30 June 2021 (the "Interims") while the Company sought a solution to provide a stable financial operating basis that would support its listing and therefore enable the Accounts and the Interims to be published, the Company's ordinary shares were suspended from trading on AIM on 1 October 2021.

The Group's indebtedness had hitherto been guaranteed by the major shareholder, Serba Dinamik. However, they were no longer in a position to do so, which required the Company to find a solution to enable the long-term refinancing of the Group's debt.

Throughout the period from suspension, the Company engaged with various parties with a view to injecting new resources into the existing business and was close to securing an outcome in January 2022. However, this was not achieved, and the Board concluded that, given the liabilities within the operating business, the unpaid debtors and the operational issues and need for future financing to re-establish its business, it would be in the best interests of shareholders to sell the Company's operating business (BVSB, which holds all of the Group's trading subsidiaries) for a nominal sum but without any future recourse or liability to BiON plc. On this basis, the Company's broker advised that it would be able to facilitate the conditional raising of finance to cover the BiON plc creditors and provide future working capital whilst the Company seeks a new business that is capable of sustaining the ongoing listing. The sale of the existing business rather than placing it into an insolvency process, was to better preserve the position of the other stakeholders in the business for whom the Board bear responsibility.

In accordance with AIM Rule 15, the disposal of BVSB constituted a fundamental change of business of the Company and therefore required the passing of an ordinary resolution at a general meeting of shareholders. Accordingly, as announced on 31 March 2022, the Board sought approval of shareholders at a general meeting (the "General Meeting") on 19 April 2022. Approval for the disposal was granted at the General Meeting and the disposal of BVSB was completed on 19 April 2022 following which, the Company ceased to own, control or conduct all or substantially all, of its existing trading business, activities or assets. The Company therefore became an AIM Rule 15 cash shell as described below.

In conjunction with the disposal and BiON becoming an AIM Rule 15 cash shell, the Company's broker, Optiva Securities, raised GBP1m (RM5.5m) before expenses for the Company through a placing of 333,333,333 ordinary shares at a placing price of 0.3 pence per ordinary share. As at 30 April 2022, the placing proceeds were held on behalf of the Company by a custodian and as such are shown within trade and other receivables rather than cash and cash equivalents.

Following the completion of the disposal, the Company was able to finalise and publish the accounts to 31 December 2020 and the interims to 30 June 2021 and trading in its ordinary shares on AIM was restored on 20 April 2022. However, as the Company was unable to publish its accounts for the year ended 31 December 2021 by the regulatory deadline of 30 June 2022, the Company's ordinary shares were suspended from trading on AIM on 1 July 2022. The Board also decided to change the Company's accounting reference date from 31 December to 30 April to reflect BiON becoming a new entity. As a result, this annual report and accounts covers the sixteen-month period to 30 April 2022.

Outlook and AIM Rule 15

On 19 April 2022, the Company disposed of its operating business (BVSB) and became an AIM Rule 15 cash shell. The Company's strategy is to acquire a business that is seeking an AIM quoted platform via a reverse takeover. The Directors intend to consider opportunities in a number of sectors and will focus on an acquisition that can create value for shareholders in the form of capital growth and/or dividends.

As an AIM Rule 15 cash shell, the Company is required to make an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 (including seeking re-admission as an investing company (as defined under the AIM Rules)) on or before the date falling six months from completion of the disposal of BVSB or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least GBP6 million), failing which the Company's ordinary shares would then be suspended from trading on AIM pursuant to AIM Rule 40. As noted above, although the Company has been actively seeking a suitable reverse candidate and assessing various business opportunities, it is highly unlikely it will be able to complete a reverse takeover within the six-month period from becoming an AIM Rule 15 cash shell. As a result, trading on AIM in the Company's ordinary shares is expected to be suspended at 7.30am on 20 October 2022. From the suspension date, BiON will have six months to complete an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 otherwise admission to trading on AIM will be cancelled.

Operational Review

EPCC - discontinued activity following BVSB disposal

The Group did not undertake any EPCC work during the sixteen months to 30 April 2022. The Group experienced difficulties in collecting revenue for the EPCC projects that it provided in 2022, which impeded its ability to pay its suppliers thereby impacting its debtor position. Accordingly, management decided to pause its pursuit of further EPCC contracts in order to limit the Group's risk exposure at a time when the market was suffering from the prolonged impact of COVID-19 as well as when the Group was unable to access funding to support new projects.

Power Sales - discontinued activity following BVSB disposal

Biogas Power Plants

As a result of the Malaysian government's stringent COVID-19 restrictions combined with political changes in Malaysia that impeded the activities of the regulatory bodies while adjusting to a new regime, progress was delayed across the Group's biogas power plants. The visits from testers and regulators that are required to enable commencement of power sales were cancelled or postponed while some equipment parts and specialist engineers faced delays in arriving from outside Malaysia. These problems were compounded by the Group's financial constraints, which prevented investment in requisite upgrading works.

A summary of the developments with the Group's biogas power plants during the period is as follows:

-- Seberang Perak (2MW) received its Initial Operation Date ("IOD") date in January 2021, which enabled it to commence exporting power to Tenaga National Berhad ("TNB") electricity grid at a reduced Feed-in-Tariff ("FiT") rate. Seberang Perak was awarded the Commercial Operation Date ("COD") in May 2021, enabling it to export electricity to TNB at the full FiT rate, and received the letter of approval from Sustainable Energy Development Authority ("SEDA") in September 2021, which enabled the Group to recognise the revenue generated from power sales (including receiving payment for revenue that had been accrued to date). Accordingly, from May 2021, Seberang Perak was exporting 1MW to TNB - with the reduction compared with the plant's 2MW capacity being due to an insufficient supply of Palm Oil Mill Effluent ("POME") feedstock.

-- Malpom (2MW) power sales were temporarily ceased early in the year due to engine downtime and scheduled maintenance while upgrading works continued. From July 2021, the plant was unable to generate power as a fire incident at the neighbouring palm oil mill that supplies the POME feedstock to Malpom forced the plant to shut down. While the mill resumed operations in March 2022, the Group was unable to recommence power production as it did not have the financing available that is required for the process to re-start the plant after a prolonged period of downtime.

-- Nasaruddin (1MW) continued to await the granting of the IOD, which was subject to a visit to the site from TNB and, accordingly, was impacted by the government restrictions on travel. This was also further delayed by a shutdown at the neighbouring mill for maintenance work from December 2021 to mid-January 2022.

-- Kahang (2MW) recommenced operations in January 2021, but due to the prolonged period of shutdown for upgrading works, it was required to undergo a 'Re-IOD' process to be able to export power to TNB. This did not occur as a result of the government restrictions on travel preventing the regulatory visit and then a visit scheduled for December 2021 needing to be postponed due to an outbreak of COVID-19 among employees at the site. An initial visit occurred in March 2022 and BVSB was awaiting a subsequent visit to complete the re-IOD process as at period end.

In addition, in July 2021, the Group entered into an agreement regarding a 3MW waste-to-energy biogas power plant in Aceh, Tamiang, Indonesia whereby it would provide EPCC services and then receive a shareholding in the plant upon completion. However, due to the financial constraints of the Group and the other parties involved, progress was impeded, with RM10m being required to complete the project. The Group nor the other parties had access to this funding.

Financial Review

Revenue

Revenue for the sixteen months ended 30 April 2022 was RM1.6m (2020: RM103.7m), which was generated by the sale of electricity from the Group's biogas power plant portfolio.

Gross profit

The gross loss for sixteen months ended 30 April 2022 was RM6.2m, (2020: gross profit of RM6.3m).

Operating loss

There was an operating loss for the sixteen months ended 30 April 2022 of RM81.9m (2020: RM119.5m loss). The loss before tax was RM86.0m (2020: RM120.3m loss).

Earnings/(loss) per share

On a consolidated level, the Group's basic loss per share for the sixteen months ended 30 April 2022 was RM0.20 (2020: RM0.29 loss per share) based on the weighted number of ordinary shares.

Receivables

Trade and other receivables amounted to RM5.5m as of 30 April 2022 (31 December 2020: RM17.2m) and principally comprised the placing funds.

Cash flow and financing

Cash and cash equivalents at 30 April 2022 were RM6k (31 December 2020: RM2.3m). This follows the Company raising, during the period, GBP1m (approx. RM5.5m) before expenses through a placing of new ordinary shares. As at 30 April 2022, these funds were held on behalf of BiON by a custodian and as such are shown within trade and other receivables rather than cash and cash equivalents.

Key Performance Indicators

Following the disposal of its operating business (BVSB), the Company no longer manages its operational performance using Key Performance Indicators ("KPIs"). As a result, performance against KPIs is not presented within these financial statements. The Company's immediate future performance criteria relate to a successful future acquisition/reverse takeover.

Auditor's Report

The audit report on the Company's accounts was one of a disclaimer of opinion on the basis that the Directors were unable to provide sufficient appropriate audit evidence for the full sixteen-month period for which the auditor was engaged to audit as they no longer have access, following the disposal of BVSB, to the systems containing the financial data and supporting information necessary for the audit to be carried out. Consequently, the auditor was unable to determine whether any adjustments might have been found necessary in the elements making up the consolidated financial statements. In addition, the auditor was unable to rely on the work of the previous auditors for the opening balances in the consolidated financial statements as a disclaimer of opinion was given in the audit report for the financial statements for the year ended 31 December 2020.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
 
                                                      30.04.2022   31.12.2020 
                                              Note      RM'000       RM'000 
       ASSETS 
       NON-CURRENT ASSETS 
       Intangible assets                       5               -          722 
       Property, plant and equipment           6               -       88,713 
       Right-of-use assets                   12 (a)            -        4,826 
       Total non-current assets                                -       94,261 
                                                     -----------  ----------- 
 
       CURRENT ASSETS 
       Trade and other receivables             7           5,471       17,148 
       Amount due from customer contracts      8               -          401 
       Amounts due from related parties        9               -        1,786 
       Cash and cash equivalents               10              6        2,287 
       Total current assets                                5,477       21,622 
                                                     -----------  ----------- 
 
       Total assets                                        5,477      115,883 
                                                     ===========  =========== 
 
       EQUITY 
       Stated capital                          11         74,928       69,458 
       Foreign translation reserve             26          (234)      (2,586) 
       Retained loss                                    (73,116)    (124,685) 
       Merger reserve                          26              -      (4,028) 
       Total shareholders' equity                          1,578     (61,841) 
       Non-controlling interests                               -          148 
       Total equity                                        1,578     (61,693) 
                                                     -----------  ----------- 
 
       CURRENT LIABILITIES 
       Trade and other payables                13          3,116      108,280 
       Lease liabilities                     12 (b)            -          457 
       Short-term borrowings                   14              -        2,590 
       Income tax liabilities                  22              -        1,429 
       Total current liabilities                           3,116      112,756 
                                                     -----------  ----------- 
 
       NON-CURRENT LIABILITY 
       Government grants deferred income       15              -           83 
       Long-term borrowings                    14              -       56,690 
       Lease liabilities                     12 (b)            -        5,636 
       Amounts due to directors                23            783        2,329 
       Deferred taxation                       16              -           82 
       Total non-current liabilities                         783       64,820 
                                                     -----------  ----------- 
 
       Total liabilities                                   3,899      177,576 
                                                     -----------  ----------- 
 
       Total liabilities and equity                        5,477      115,883 
                                                     ===========  =========== 
 

The notes to the financial statements form an integral part of these financial statements.

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

 
 
 
                                                      PERIODED            YEARED 
                                                     30.04.2022*          31.12.2020 
                                             Note       RM'000              RM'000 
 
 
 Revenue                                      17             1,599                103,673 
 Cost of sales                                             (7,805)               (97,408) 
 Gross (loss)/profit                                       (6,206)                  6,265 
 
 Other income                                 18             3,792                  6,481 
 
 Less: operating expenses 
 Administrative expenses                                  (81,928)              (132,199) 
 Operating loss                                           (84,342)              (119,453) 
 
 Finance income                               19             2,226                  1,982 
 Finance costs                                20           (3,897)                (2,783) 
 Loss before taxation                         21          (86,013)              (120,254) 
 
 Income tax expense                           22                 -                (1,311) 
 Loss for the year                                        (86,013)              (121,565) 
                                                   ---------------  --------------------- 
 
 Other comprehensive loss 
 Exchange difference on translation of foreign 
  operations                                                 2,353                     97 
 Total comprehensive loss                                 (83,660)              (121,468) 
                                                   ===============  ===================== 
 
 Loss for the year attributable to: 
  - 
 - Owners of the company                                  (86,010)              (121,550) 
 - Non-controlling interest                                    (3)                   (15) 
                                                          (86,013)              (121,565) 
                                                   ===============  ===================== 
 
 Total comprehensive loss attributable 
  to: - 
 - Owners of the company                                  (83,657)              (121,453) 
 - Non-controlling interest                                    (3)                   (15) 
                                                          (83,660)              (121,468) 
                                                   ===============  ===================== 
 Loss per share: 
 Basic (RM)                                   25            (0.20)                 (0.29) 
 Diluted (RM)                                 25            (0.20)                 (0.29) 
                                                   ===============  ===================== 
 

The notes to the financial statements form an integral part of these financial statements.

*All amounts are derived from discontinued operations.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                           Share       Foreign       Merger    Retained     Attributable         Non-          Total 
                           capital    translation    reserve     profit      to owners       controlling       equity 
                                        reserve                            of the Company      interest 
                   Note    RM'000       RM'000       RM'000     RM'000         RM'000           RM'000        RM'000 
 
 Balance as at 1 
  January 2020              61,052        (2,683)    (4,028)     (3,529)           50,812              163      50,975 
 
 Loss for the 
  year                           -              -          -   (121,550)        (121,550)             (15)   (121,565) 
 Translation of 
  foreign 
  operations                     -             97          -           -               97                -          97 
                         ---------  -------------  ---------  ----------  ---------------  ---------------  ---------- 
 Total 
  comprehensive 
  loss                           -             97          -   (121,550)        (121,453)             (15)   (121,468) 
 Transaction 
 with owners 
 Issuance of 
  placing 
  shares*                    8,406              -          -           -            8,406                -       8,406 
 Capital 
  contribution**                 -              -          -         394              394                -         394 
 Balance at 31 
  December 2020             69,458        (2,586)    (4,028)   (124,685)         (61,841)              148    (61,693) 
 
 Balance as at 1 
  January 2021              69,458        (2,586)    (4,028)   (124,685)         (61,841)              148    (61,693) 
 Loss for the 
  period                         -              -          -    (86,010)         (86,010)              (3)    (86,013) 
 Effects of 
  disposal of 
  subsidiary                     -              -      4,028     137,579          141,607            (145)     141,462 
 Translation of 
  foreign 
  operations                     -          2,352          -           -            2,352                -       2,352 
                         ---------  -------------  ---------  ----------  ---------------  ---------------  ---------- 
 Total 
  comprehensive 
  loss                      69,458          2,352          -      51,569           57,949                -      57,801 
                         ---------  -------------  ---------  ----------  ---------------  ---------------  ---------- 
 Transaction 
 with owners 
 Issuance of 
  shares*           11       5,470              -          -           -            5,470                -       5,470 
 Balance at 30 
  April 2022                74,928          (234)          -    (73,116)            1,578                -       1,578 
                         ---------  -------------  ---------  ----------  ---------------  ---------------  ---------- 
 

The notes to the financial statements form an integral part of these financial statements.

* The issue of shares is recognised net of fundraising cost totaling to RM Nil.

** The capital contribution is recognised for the waiver of interest on loan from related party whom being a significant shareholder in BiON plc.

CONSOLIDATED STATEMENT OF CASH FLOWS

 
 
                                                                        PERIODED         YEARED 
                                                                        30.04.2022       31.12.2020 
                                                               Note       RM'000           RM'000 
 
 
         CASH FLOW FROM OPERATING ACTIVITIES 
         (Loss)/profit before taxation                                      (86,013)        (120,254) 
         Adjustments for: 
         Amortisation of intangible assets                                        55               54 
         Depreciation of property, plant and equipment          6              4,017            2,105 
         Depreciation of right-of-use assets                                     597              611 
         Government grant income                                                (13)             (13) 
         Impairment loss/write back                                           37,416          117,292 
         Interest expenses: - 
         - Lease liabilities interest                           20               628              645 
         - Loan interest                                        20             3,269            2,132 
         Interest income                                        19           (2,226)          (1,982) 
         Gain on disposal of right-of-use assets                                   -             (53) 
         Property, plant and equipment written off                             3,504            1,631 
         Intangibles write off                                                   237                - 
         Trade & other receivables write off                                   5,000                - 
         Unrealised gain on foreign exchange                                     410            (276) 
         Waived of amount due to related parties                             (1,028)          (3,758) 
         Cash flow from/ (used in) operating activities 
          before working capital changes                                    (37,012)          (1,866) 
 
         Decrease/(increase) in trade and other receivables                 (13,813)         (72,721) 
         Increase in trade and other payables                                106,156           62,417 
         (Increase)/decrease in amount due from related 
          parties                                                              3,733            1,003 
                                                                     ---------------      ----------- 
         Cash flow from/ (used in) operating activities                     (59,064)            1,570 
 
         Interest paid                                                       (3,272)          (1,738) 
         Interest received                                                         -                - 
                                                                     ---------------      ----------- 
         NET CASH FLOW FROM OPERATING ACTIVITIES                              55,792         (12,905) 
                                                                     ---------------      ----------- 
 
         CASH FLOW FOR INVESTING ACTIVITIES 
         Proceeds from disposal of right-of-use assets                             -              130 
         Proceeds from issuance of share                                       5,470                - 
         Purchase of property, plant and equipment              6            (6,086)         (36,441) 
         Purchase of right-of-use assets                                           -             (89) 
                                                                     ---------------      ----------- 
         NET CASH FLOW USED IN INVESTING ACTIVITIES                            (616)         (36,400) 
                                                                     ---------------      ----------- 
 
 
 
 
 
         CASH FLOW FOR FINANCING ACTIVITIES 
 
 
         Drawdown of term loans                                                    -           59,280 
         Repayment of lease liabilities                                        (530)          (1,241) 
         Repayment/reassignment of term loans                               (59,280)          (6,627) 
                                                                     ---------------      ----------- 
         NET CASH FLOW FROM FINANCING ACTIVITIES                            (59,810)           51,412 
                                                                     ---------------      ----------- 
 
         Net increase/(decrease) in cash and cash 
          equivalents                                                        (4,634)            2,108 
         Effects of foreign exchange translation                               2,353               97 
         Cash and cash equivalents at the beginning 
          of the year                                                          2,287               83 
                                                                     ---------------      ----------- 
         Cash and cash equivalents at the end of 
          the year                                              10                 6            2,287 
                                                                     ---------------      ----------- 
 
 

The notes to the financial statements form an integral part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIODED 30 APRIL 2022

   1.    GENERAL INFORMATION 

BiON plc ("the Company") was incorporated as a public limited company in Jersey with registration number 119200 on 7 August 2015. The registered office of the Company is 12 Castle Street, St. Helier, Jersey JE2 3RT, Channel Islands.

Pursuant to a special resolution ratified at the Extraordinary General Meeting of the Company held on 30 April 2020, the Company changed its name to BiON plc. Accordingly the change of name was taken effective from 1 May 2020, upon receiving the certificate from the Registrar of Companies in Jersey.

The Company is listed on the AIM market of the London Stock Exchange. For the majority of the period under review, the Company's nature of operations was to act as the holding company for a group of subsidiaries that are involved in research and development, provision of professional engineering consultancy and process design services in the areas of industrial biotechnology, pollution control and renewable energy; and engineering, procurement and construction of various waste treatment plants/systems; development, commercialisation, operation and maintenance of renewable energy plants .

Since the Company disposed of the Group's operating entity, BiON Ventures Sdn Bhd (which held the Group's trading subsidiaries) on 19 April 2022, the Company became an AIM Rule 15 cash shell focused on acquiring a business that is seeking an AIM quoted platform via a reverse takeover.

The consolidated financial statements include the financial statements of the Company and its controlled subsidiaries (the "Group") up until the date of disposal as mentioned above, including:

 
                        Place of       Registered 
 Name                 incorporation      address     Principal activity          Effective interest 
                                                                              30.04.2022    31.12.2020 
                    ----------------  ------------  -----------------------  ------------  ----------- 
 BiON Ventures 
  Sdn Bhd (fka 
  Green & Smart 
  Ventures Sdn 
  Bhd)*              Malaysia          Note 1        Holding company               -           100% 
                    ----------------  ------------  -----------------------  ------------  ----------- 
 BiON Sdn Bhd 
  (fka Green & 
  Smart Sdn Bhd)     Malaysia          Note 1        IPP & EPCC contractor         -           100% 
                    ----------------  ------------  -----------------------  ------------  ----------- 
 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 1/2 , 58100 Kuala Lumpur.

*Disposed of on 19 April 2022 by BiON plc and ceased to own, control or conduct all or substantially all, of its existing trading business, activities or assets. Therefore, all subsidiaries are no longer owned or controlled by the Company after this date, and the period end balance sheet as at 30 April 2022 is for BiON plc only.

   2.    BASIS OF PREPARATION 

The financial statements have been prepared in accordance with UK adopted International Accounting Standards, including related interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").

As permitted by Companies (Jersey) Law 1991 only the consolidated financial statements are presented.

The financial statements are presented in Ringgit Malaysia ("RM") unless otherwise stated and is the currency of the primary economic environment in which the Group operates. All values are rounded to the nearest thousand ringgits ("RM'000") except where otherwise indicated.

Going Concern

At the reporting date, the Company held cash and cash equivalents of RM6k (2020: RM2.3m), had current liabilities of RM3.1m (2020: RM112.8m) and was in a net asset position of RM1.6m (2020: net liability RM61.7m). Shortly prior to the reporting date, on 19 April 2022, the Company disposed of its operating entity, BiON Ventures Sdn Bhd, and became an AIM Rule 15 cash shell company for the purpose of acquiring a business that is seeking an AIM quoted platform via a reverse takeover. Subsequent to the reporting date, the Company received, from its custodian, the proceeds of the GBP1m (RM5.5m) fundraising (before costs) that it had completed on 20 April 2022 via the placing of new ordinary shares. Following the settlement of outstanding creditors, as at 4 October 2022, the Company held cash and cash equivalents of RM2.61m. Having disposed of its operating business, the Company has minimal ongoing costs, which reflect the costs of administrating its listing on the London Stock Exchange's AIM market.

Based on the current cash availability and predicted expenditure levels, the Directors believe the Company's resources are sufficient to allow the Company to meet its obligations as they fall due for the foreseeable future, and as a minimum for a period of at least 12 months from the date of approval of these financial statements. Consequently, the Directors will continue to prepare the financial statements on a going concern basis.

Details of the Disposal

The Company disposed of its main operational subsidiary, BVSB, which includes its trading group. Under the terms of the Disposal Agreement, Minnos Ventures Inc, acquired the entire issued capital of BVSB for a total consideration of GBP1.00.

The disposal represented a fundamental change of business for the Company.

   3.    basis of COnSOLIDATION 

The consolidated financial statements comprise the financial information of the Company and its subsidiaries made up to the end of the reporting period. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The consolidated financial statements present the results of the Company and its subsidiaries and joint arrangements as if they formed a single entity. Inter-company transactions and balances between Group companies are therefore eliminated in full. The financial information of subsidiaries is included in the Group's financial statements from the date that control commences until the date that control ceases.

On 6 May 2016, the Company entered into agreements with all of the shareholders of BiON Ventures Sdn Bhd ("Green & Smart Ventures Sdn Bhd") for a share for share exchange regarding the ordinary shares in BiON plc and ordinary shares in BiON Ventures. As a result of this transaction, the ultimate shareholders in the Company received shares in BiON plc in direct proportion to their original shareholdings in BiON Ventures.

The acquisition of BiON Ventures by the Company was that of a re-organisation of entities which were under common control. As such, that combination also falls outside the scope of IFRS 3 'Business Combinations' (Revised 2008). The Directors have, therefore, decided that it is appropriate to reflect the combination using the merger basis of accounting in order to give a true and fair view. No fair value adjustments were made as a result of that combination.

BiON Ventures Sdn Bhd was disposed of on 19 April 2022 by BiON plc meaning the Company ceased to own, control or conduct all or substantially all, of its existing trading business, activities or assets. Therefore, all subsidiaries are no longer owned or controlled by the Company after this date, and the period end balance sheet as at 30 April 2022 is for BiON plc only.

CHANGES IN ACCOUNTING POLICIES

Standards and interpretations adopted during the year

There are several standards, amendments to standards, and interpretations which have been issued by IASB that became effective during the accounting period. The most significant of these are as follows:

o Amendments to IAS 37 Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37) (effective for periods commencing on or after 1 January 2022);

o Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16) (effective for periods commencing on or after 1 January 2022);

o Annual Improvements to IFRS Standards 2018-2020 (Amendments IFRS 1, IFRS 9, IFRS 16 and IAS 41) (effective for periods commencing on or after 1 January 2022); and

o References to Conceptual Framework (Amendments to IFRS 3) (effective for periods commencing on or after 1 January 2022).

The standards have no material impact to the Group's financial statements.

Standards, amendments, and interpretations that are not yet effective:

In January 2020, the IASB issued amendments to IAS 1, which clarify the criteria used to determine whether liabilities are classified as current or non-current. These amendments clarify that current or non-current classification is based on whether an entity has a right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. The amendments also clarify that 'settlement' includes the transfer of cash, goods, services, or equity instruments unless the obligation to transfer equity instruments arises from a conversion feature classified as an equity instrument separately from the liability component of a compound financial instrument. The amendments were originally effective for annual reporting periods beginning on or after 1 January 2022. However, in May 2020, the effective date was deferred to annual reporting periods beginning on or after 1 January 2023.

The Company is currently assessing the impact of these new amendments.

   4.    SIGNIFICANT ACCOUNTING POLICIES 

4.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of the Group financial statements in conformity with Financial Report Standard requires the use of judgements, estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure made at the date of the financial statements including the amounts of revenue and expenses during the financial year. Estimates and judgements are continually evaluated by the directors and management and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Although these estimates are based on directors and management's best knowledge of current events and actions, actual result may differ from those estimates.

The estimates and judgements that affect the application of the Group accounting policies and disclosures, and have a significant risk of causing a material adjustment to the carrying amounts of assets, liabilities, revenue and expenses are discussed below:

   a)    Impairment of assets 

When the recoverable amount of an asset is determined based on the estimate of the value-in-use of the cash-generating unit to which the asset is allocated, the management is required to make an estimate of the expected future cash flows from the cash-generating unit and also to apply a suitable discount rate in order to determine the present value of those cash flows.

   b)    Impairment of trade and other receivables 

An impairment loss is recognised when there is objective evidence that a financial asset is impaired. Management specifically reviews its loans and receivable financial assets and analyses historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in the customer payment terms when making a judgement to evaluate the adequacy of the allowance for impairment losses. Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. If the expectation is different from the estimation, such difference will impact the carrying value of receivables.

   c)    Construction contracts 

As described in note 4.14, the Group's accounting approach w here the outcome of a construction contract can be reliably estimated, contract revenue and contract costs are recognised as revenue and expenses respectively by using the stage of completion method. The stage of completion is measured by reference to the proportion of contract costs incurred for work performed to date to the estimated total contract costs.

Where the outcome of a construction contract cannot be reliably estimated, contract revenue is recognised to the extent of contract costs incurred that are likely to be recoverable. Contract costs are recognised as expenses in the year in which they are incurred.

The carrying amounts of the Group's construction contracts due from/(to) customers at the end of the reporting year are disclosed in note 8 including any allowance for impairment if there is a material uncertainty to fully recover costs of each contract.

   d)    Going Concern 

The financial statements are prepared on a basis other than the going concern basis. As stated in note 2, at the reporting date, the Company held cash and cash equivalents of RM6k (2020: RM2.3m), had current liabilities of RM3.1m (2020: RM112.8m) and was in a net asset position of RM1.6m (2020: net liability RM61.7m). Shortly prior to the reporting date, on 19 April 2022, the Company disposed of its operating entity, BiON Ventures Sdn Bhd, and became an AIM Rule 15 cash shell company for the purpose of acquiring a business that is seeking an AIM quoted platform via a reverse takeover. Subsequent to the reporting date, the Company received, from its custodian, the proceeds of the GBP1m (RM5.5m) fundraising (before costs) that it had completed on 20 April 2022 via the placing of new ordinary shares. Following the settlement of outstanding creditors, as at 4 October 2022, the Company held cash and cash equivalents of RM2.61m. Having disposed of its operating business, the Company has minimal ongoing costs, which reflect the costs of administrating its listing on the London Stock Exchange's AIM market.

Based on the current cash availability and predicted expenditure levels, the Directors believe the Company's resources are sufficient to allow the Company to meet its obligations as they fall due for the foreseeable future, and as a minimum for a period of at least 12 months from the date of approval of these financial statements. Consequently, the Directors will continue to prepare the financial statements on a going concern basis.

   e)    Revenue Recognition 

Revenue is recognised when the amount of revenue and cost incurred or to be incurred can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the Group at the point of transaction. Note 4.11 describes the Group's accounting approach when recognising revenue.

The Directors monitored the outstanding receivable balances arising from recognising the revenue. The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of the trade and other receivables as appropriate. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified (where applicable). Impairment is estimated by management based on prior experience or in light of new information and the current economic environment.

   4.2                  FUNCTIONAL AND FOREIGN CURRENCIES 
   a)     Transactions and balances 

Transactions in foreign currencies are converted into the respective functional currencies on initial recognition, using the exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities at the end of the reporting period are translated at the rates ruling as of that date. Non-monetary assets and liabilities are translated using exchange rates that existed when the values were determined. All exchange differences are recognised in profit or loss.

   b)    Foreign operations 

Assets and liabilities of foreign operations are translated to RM at the rates of exchange ruling at the end of the reporting period. Revenues and expenses of foreign operations are translated at exchange rates approximating those ruling at the dates of the transactions. All exchange differences arising from translation are taken directly to other comprehensive income and accumulated in equity under the foreign exchange translation reserve. On the disposal of a foreign operation, the cumulative amount recognised in other comprehensive income relating to that particular foreign operation is reclassified from equity to profit or loss.

   4.3                   FINANCIAL INSTRUMENTS 
   4.3.1              Financial Assets 

On initial recognition, financial assets are classified as either financial assets at fair value through profit or loss ("FPVL"), held-to-maturity investments, loans and receivables financial assets, or available-for sale financial assets, as appropriate. The Group currently holds financial assets as:

Loans and receivables

These assets are non-derivative financial assets that have fixed or determinable payments that are not quoted in an active market. They arise through the provision of services to customers (trade receivables). They are initially recognised at fair value plus transaction costs that are directly attributable to the acquisition or issue and subsequently carried at amortised cost using the effective interest method less provision for impairment. The effect of discounting on these financial instruments is not considered to be material.

Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all the amounts due under the term's receivable. The amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For trade receivables, such provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in the income statement. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

   4.3.2              Financial Liabilities 

All financial liabilities are initially measured at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

   4.3.3              Equity Instruments 

Instruments classified as equity are measured at cost and are not remeasured subsequently.

Ordinary shares

Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from proceeds.

   4.3.4              Derecognition 

A financial asset or part of it is derecognised when, and only when, the contractual rights to the cash flows from the financial asset expire or the financial asset is transferred to another party without retaining control or substantially all risks and rewards of the asset. On derecognition of a financial asset, the difference between the carrying amount and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised in equity is recognised in profit or loss.

A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract is discharged or cancelled or expires. On derecognition of a financial liability, the difference between the carrying amount of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

   4.4                  PROPERTY, PLANT AND EQUIPMENT 
   a)    Owned Assets 

Items of property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses, if any. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to the location and condition for its intended use.

   b)    Assets under construction 

Assets under construction are items of property, plant and equipment that are yet to be completed or ready for use. These are held at historical cost less any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is not provided until such a time that the asset is capable of operating in the manner intended by management. Upon completion of the asset, the assets will be carried at fair value determined annually by the directors.

   c)     Depreciation 

Depreciation is charged to profit or loss (unless it is included in the carrying amount of another asset) on the straight-line basis to write off the depreciable amount of the assets net of the estimated residual values over their estimated useful lives. Assets under construction are depreciated from the date they are ready for use. Depreciation of an asset does not cease when the asset becomes idle or is retired from active use unless the asset is fully depreciated. The principal annual rates used for this purpose are: -

 
                          Estimated Useful 
                                Lives 
 Office equipment           5 -10 years 
                         ----------------- 
 Furniture and fittings     5 -10 years 
                         ----------------- 
 Renovation                 5 -10 years 
                         ----------------- 
 Industrial building          20 years 
                         ----------------- 
 

The depreciation method, useful lives and residual values are reviewed, and adjusted if appropriate, at the end of each reporting period to ensure that the amounts, method and periods of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of the property, plant and equipment.

   d)    Subsequent expenditure 

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when the cost is incurred and it is probable that the future economic benefits associated with the asset will flow to the Group and the cost of the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Cost also comprises the initial estimate of dismantling and removing the asset and restoring the site on which it is located for which the Group is obligated to incur when the asset is acquired, if applicable.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from de-recognition of the asset is recognised in profit or loss.

   4.5                  INTANGIBLE ASSETS 

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortisation and any accumulated impairment losses (Note 5). The useful lives of intangible assets are assessed to be either finite or indefinite.

Intangible assets with a finite life are amortised on straight-line basis over the estimated economic useful life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial year-end.

The amortisation expense on intangible assets with finite useful lives is recognised in the profit or loss in the expense category consistent with the function of the intangible asset.

   a)     Trademark 

Trademarks are stated at cost less accumulated amortisation and any impairment losses (Note 5). Trademarks are tested for impairment annually or more frequently if the events or changes in circumstances indicate that the carrying value may be impaired either individually or at cash generating unit level. Trademarks are amortised over a period of ten (10) years.

   4.6                  IMPAIRMENT 
   a)     Impairment of Financial Assets 

The recognition of an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit and loss ("FVPL"). ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is recognised for credit losses expected over the remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).

For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment which could affect debtors' ability to pay.

The Group considers a financial asset in default when contractual payments are past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

   b)    Impairment of Non-Financial Assets 

The carrying values of assets, are reviewed at the end of each reporting period for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. The recoverable amount of the assets is the higher of the assets' fair value less costs to sell and their value--in--use, which is measured by reference to discounted future cash flow.

An impairment loss is recognised in profit or loss immediately.

When there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined net of amortisation and depreciation, had no impairment loss been recognised. The reversal is recognised in profit or loss immediately.

   4.7                  CASH AND CASH EQUIVALENTS 

Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, bank overdrafts and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value with original maturity periods of three months or less.

   4.8                  LEASES 

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities representing the obligations to make lease payments and right-of-use assets representing the right to use the underlying leased assets.

           a)             Right-of-use assets 

The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.

The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.

If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment. The accounting policy for impairment is disclosed in note 4.6 (b).

           b)            Lease liabilities 

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.

In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

   c)             Short-term leases and leases of low-value assets 

The Group applies the short-term lease recognition exemption to its short-term leases (i.e. those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases that are considered to be low value. Lease payments on short-term leases and leases of low value assets are recognised as expense on a straight-line basis over the lease term.

   4.9                  TAXES 

Income tax for the period comprises current and deferred tax.

Current tax is the expected amount of income taxes payable in respect of the taxable profit for the reporting period and is measured using the tax rates that have been enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous financial years.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.

Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.

Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying amounts of deferred tax assets are reviewed at the end of each reporting period/year and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the deferred tax assets to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year/period when the asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the end of the reporting year/period.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation authority.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transactions either in other comprehensive income or directly in equity. Deferred tax arising from a business combination is included in the resulting goodwill or excess of the acquirer's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities over the business combination costs.

   4.10                                EMPLOYEE BENEFITS 
   a)     Short-term benefits 

Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are measured on an undiscounted basis and are recognised in profit or loss and included in the development costs, where appropriate, in the period/year in which the associated services are rendered by employees of the Group.

   b)    Defined contribution plans 

The Group's contribution to defined contribution plans are recognised in profit or loss in the period/year to which they relate. Once the contributions have been paid, the Group has no further liability in respect of the defined contribution plans.

   4.11                                REVENUE AND OTHER INCOME 

Revenue is recognised at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer net of sales taxes and discounts. A performance obligation may be satisfied at a point in time or over time. The amount of revenue recognised is the amount allocated to the satisfied performance obligation.

   (i)            Revenue from construction contracts 

The Group contracts with its customers for construction services. Revenue from construction contracts is recognised over time using the input method, which is based on the actual cost incurred to date on the construction project as compared to the total budgeted cost for the respective construction project.

   (ii)           Government grants 

Grants that compensate the Group for expenses incurred are recognised in profit or loss on a systematic basis over the period necessary to match them with the related costs which they are intended to compensate for.

Grants that compensate the Group for the costs of assets are recognised in profit or loss on a systematic basis over the expected life of the related asset.

   (iii)          Revenue from Sale of Electricity 

Revenue from the sale of electricity generated from the renewable energy plant is recognised as and when the electricity is delivered to the off-taker, based on the invoiced value of sale of electricity, computed at a predetermined rate. Accrued unbilled revenues are reversed in the following month when actual billing occurs.

   4.12                BORROWING COSTS 

Borrowing costs, directly attributable to the acquisition, construction or production of a qualifying asset, are capitalised as part of the cost of those assets, until such time as the assets are ready for their intended use or sale. Capitalisation of borrowing costs is suspended during extended periods in which active development is interrupted.

All other borrowing costs are recognised in the profit or loss as expenses in the period in which they are incurred. No interest costs were capitalised during the period.

Investment income earned on the temporary investment of specific borrowing pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

   4.13                                CONTINGENT LIABILITIES 

A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that an outflow of economic resources will be required, or the amount of obligation cannot be measured reliably.

A contingent liability is not recognised but is disclosed in the notes to the financial statements. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision.

   4.14                                CONSTRUCTION CONTRACTS 
   (i)            Contract revenue 

Revenue from construction contracts is recognised as described in note 4.11 (i).

   (ii)           Amount due from / (to) customer for contract work 

Amount due from / (to) customer for contract work is the net amount of cost incurred for construction and contract-in-progress plus profit attributable to contract-in-progress less foreseeable losses, if any, and progress billings. Contract cost incurred to date include costs directly related to the contract or attributable to contract activities in general and costs specifically chargeable to the customer under the terms of the contract.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

   5.    INTANGIBLE ASSETS 
 
                              Trademarks   Patents    Total 
                                RM'000     RM'000    RM'000 
 
 Cost 
 At 31 December 2020               1,319         8     1,327 
 Write off                         (237)         -     (237) 
 Disposal                        (1,082)       (8)   (1,090) 
 At 30 April 2022                      -         -         - 
                             -----------  --------  -------- 
 
 
                              Trademarks   Patents    Total 
                                RM'000     RM'000    RM'000 
 
 Accumulated amortisation 
 At 31 December 2020                 598         7       605 
 Charge for the year                  54         -        54 
 Disposal                          (652)       (7)     (659) 
 At 30 April 2022                      -         -         - 
                             -----------  --------  -------- 
 
 
 Net book value 
 At 30 April 2022                      -         -         - 
                             -----------  --------  -------- 
 
 At 31 December 2020                 721         1       722 
                             -----------  --------  -------- 
 

(a) Trademark

The trademarks "GRASS", "POME-MAS" and "GREENPAK" are registered in Malaysia in respect of patented wastewater and bio-waste treatment technologies. These trademarks have been granted for an indefinite period, however, they were being amortised over ten (10) years in line with Management's best estimate of their expected useful life.

The remaining amortisation period of trademarks is between one (1) to two (2) years, the remaining amortisation period of patents is between two (2) to twelve (12) years.

(b) Impairment Test

Balance at period end is RMNil therefore no impairment test required. All benefits of and rights to the trademarks and patents held were relinquished by the Company upon disposal of the equity interest in BVSB on 19 April 2022.

   6.    PROPERTY, PLANT AND EQUIPMENT 
 
 
                                Furniture      Office     Assets under    Industrial    Total 
                                & Fittings    Equipment    Construction    Building 
                                 RM'000        RM'000        RM'000         RM'000      RM'000 
 Cost 
 At 1 January 2021                     205          280          53,417       41,310     95,212 
 Addition                                -           21           3,119        2,946      6,086 
 Write off                               -            -         (3,504)            -    (3,504) 
 Transfer                                -            -        (36,528)       36,528          - 
 Disposal                            (205)        (301)        (16,504)     (80,784)   (97,794) 
 At 30 April 2022                        -            -               -            -          - 
                              ------------  -----------  --------------  -----------  --------- 
 
 
 Accumulated depreciation 
 At 1 January 2021                      87          157               -        6,255      6,499 
 Depreciation for the year              20           32               -        3,966      4,018 
 Disposal                            (107)        (189)               -     (10,221)   (10,517) 
                              ------------  -----------  --------------  -----------  --------- 
 At 30 April 2022                        -            -               -            -          - 
                              ------------  -----------  --------------  -----------  --------- 
 
 
 Net carrying amount 
 At 30 April 2022                        -            -               -            -          - 
                              ------------  -----------  --------------  -----------  --------- 
 
 At 31 December 2020                   118          123          53,417       35,055     88,713 
                              ------------  -----------  --------------  -----------  --------- 
 

All benefits of and rights to property, plant and equipment were relinquished by the Company upon disposal of the equity interest in BVSB on 19 April 2022.

a) Assets under construction represents biogas power plant under construction. It is subject to depreciation only when completed and ready for use. No interest was capitalised during the financial year, but total interest capitalised to date included in the industrial building amounts to RM0.54m (2020: RM0.54m).

b) Industrial building with carrying amount of approximately RMNil (2020: RM35.06m) and Assets under construction with carrying amount of approximately RMNil (2020: RM53.42m) are pledged against the banking facility (Note 14).

   c)   Acquisition of property, plant and equipment: 
 
                                                  30.04.2022   31.12.2020 
                                                    RM'000       RM'000 
 
   Purchase of property, plant and equipment           6,086       50,430 
   Finance by fixed loan                                   -     (32,000) 
                                                 -----------  ----------- 
   Cash paid to acquire property, plant 
    and equipment                                      6,086       18,430 
                                                 -----------  ----------- 
 
 
          d)      During the year the written off assets were: 
 
                                    30.04.2022   31.12.2020 
                                      RM'000       RM'000 
 
    Office renovation                        -          344 
    Assets under constructions           3,504        3,982 
                                   -----------  ----------- 
                                         3,504        4,326 
                                   -----------  ----------- 
 
 

Disposal of assets under constructions related to assets that were no longer in progress with no further construction.

   7.    TRADE AND OTHER RECEIVABLES 
 
                                         30.04.2022   31.12.2020 
                                           RM'000       RM'000 
 
 Trade receivables                                -       84,926 
 Less: allowance for impairment 
  loss                                            -     (71,012) 
                                        -----------  ----------- 
                                                  -       13,914 
                                        -----------  ----------- 
 
 Other receivables & deposits                 5,471        9,427 
 Less: allowance for impairment 
  loss                                            -      (6,193) 
                                        -----------  ----------- 
                                              5,471        3,234 
                                        -----------  ----------- 
 
                                              5,471       17,148 
                                        ----------- 
 
 
 
 Allowance for impairment losses 
 Opening balance - Trade receivables       (71,012)      (1,435) 
 Allowance written back                      71,012        1,435 
 Allowance for the year                           -     (71,012) 
                                                  -     (71,012) 
                                        -----------  ----------- 
 
 Opening balance - Other receivables        (6,193)      (1,371) 
 Allowance written back                       6,193            - 
 Allowance for the year                           -      (4,822) 
                                        -----------  ----------- 
                                                  -      (6,193) 
                                        -----------  ----------- 
 Closing balance                                  -     (77,205) 
                                        -----------  ----------- 
 

a) The Group's normal credit terms range from 90 to 120 days (2020: 90 to 120 days). Other credit terms are assessed and varied on a case-by-case basis.

b) Trade and other receivables that are individually determined to be impaired relate to customers that have defaulted on payments or the amount due from third parties considered irrecoverable.

c) Included in the Trade Receivables is an amount of RM Nil (2020: RM10.51m from CGE, which was fully repaid in April 2021).

   d)    The amounts in Trade Receivables are analysed as follows: 
 
                                               30.04.2022     31.12.2020 
                                                 RM'000         RM'000 
 
            Not past due                                   -           24 
            Past due by less than 3 months                 -       69,402 
            Past due by less than 3 -                    -             - 
             6 months 
            Past due by 6 months and above                 -       15,500 
              -                                                   84,926 
  -------------                                              ----------- 
 

e) Other receivables and deposits relate primarily to balances, held at period end on behalf of BiON by a custodian, that were raised during the period from the placing of new ordinary shares.

   8.    DUE FROM CUSTOMERS FOR CONSTRUCTION CONTRACTS 
 
                                30.04.2022     31.12.2020 
                                  RM'000         RM'000 
 
 Aggregate cost incurred to 
  date                                      -      143,816 
 Add: attributable profits                  -       30,888 
              -                                   174,704 
 Less: progress billings                    -    (174,303) 
              -                                       401 
  -------------                               ----------- 
 Represented by: 
 Amounts due from customer 
  contracts                                 -          401 
 
   9.    AMOUNTS DUE FROM/(TO) RELATED PARTIES 
 
 Party              Relationship*       Trade Receivables   Other Receivables    Total 
                                             RM'000              RM'000          RM'000 
 30.04.2022 
 Megagreen          Associate                           -                   -          - 
  Energy Sdn 
  Bhd 
 Less: Allowance for impairment                         -                   -          - 
  loss 
                                       ------------------  ------------------  --------- 
                                                        -                   -          - 
                                       ------------------  ------------------  --------- 
 
 K2M Ventures       Ultimate holding                    -                   -          - 
  Sdn Bhd            co. 
 Less: Allowance 
 for impairment                                         -                   -          - 
  loss 
                                       ------------------  ------------------  --------- 
                                                        -                   -          - 
                                       ------------------  ------------------  --------- 
 
                                                        -                   -          - 
                                       ------------------  ------------------  --------- 
 
 Party              Relationship*       Trade Receivables   Other Receivables    Total 
                                             RM'000              RM'000          RM'000 
 31.12.2020 
 Megagreen 
  Energy Sdn 
  Bhd               Associate                      32,507              15,924     48,431 
 Less: Allowance 
  for impairment 
  loss                                           (32,507)            (14,147)   (46,654) 
                                       ------------------  ------------------  --------- 
                                                        -               1,777      1,777 
                                       ------------------  ------------------  --------- 
 
 K2M Ventures       Ultimate holding 
  Sdn Bhd            co.                                -                  10         10 
 Less: Allowance 
 for impairment 
  loss                                                  -                 (1)        (1) 
                                       ------------------  ------------------  --------- 
                                                        -                   9          9 
                                       ------------------  ------------------  --------- 
 
                                                        -               1,786      1,786 
                                       ------------------  ------------------  --------- 
 
 
   *              Relationship 

Up until the date of disposal of 19 April 2022:

a) The Group via its subsidiary, BiON Sdn Bhd, held 15% shares in Megagreen Energy Sdn Bhd and Datuk Syed Nazim Syed Faisal was appointed as Director effective 3 July 2020.

b) Mr. Saravanan, who was a director in BiON plc for the year to 31 December 2019 and is a significant shareholder in BiON Plc, is also one of the appointed Directors in Makmur Hydro Sdn Bhd. He resigned as a Director of BiON plc on 31 January 2020.

   c)    K2M Ventures Sdn Bhd, holds 32.52% of the share's capital in BiON plc. 
 
                                     30.04.2022   31.12.2020 
                                       RM'000       RM'000 
 Allowance for impairment losses 
 Opening balance                       (46,654)      (3,762) 
 Allowance written back                  46,654            - 
 Allowance for the year                       -     (42,892) 
 Closing balance                              -     (46,654) 
                                    -----------  ----------- 
 

Amounts due from related parties principally comprise trade debts due from Megagreen Energy Sdn Bhd ("MGE"). The amounts due are collectible in cash, have arisen in the ordinary course of the business of the Group and are subject to credit terms of 30 days. The amounts owing, before impairment, are analysed as follows:

 
                                    30.04.2022     31.12.2020 
                                      RM'000         RM'000 
 
 Not past due                                               - 
 Past due by less than 3 months               -             - 
 Past due by less than 3 -                    -             - 
  6 months 
 Past due by 6 months and above                 -       32,507 
              -                                        32,507 
  -------------                                   ----------- 
 

Other than trade debts, the amount due from MGE also arose from non-trade activities. These amounts due are collectible in cash, have arisen in the ordinary course of the business of the Group and are subject to credit terms of 30 days. The amounts owing, before impairment, are analysed as follows:

 
                                    30.04.2022     31.12.2020 
                                      RM'000         RM'000 
 
 Not past due                                 -             - 
 Past due by less than 3 months               -             - 
 Past due by less than 3 -                    -             - 
  6 months 
 Past due by 6 months and above                 -       15,924 
              -                                        15,924 
  -------------                                   ----------- 
 

During 2020, MGE has made repayment totaling to RM18.99m, partly by offsetting some of the balance against the acquisition of two (2) BPPs amounting to RM13.99m and the balance via cash.

The outstanding amount had been fully written-down as the Company did not expect any recovery of this debt.

10. CASH AND CASH EQUIVALENTS

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

 
                                30.04.2022   31.12.2020 
                                  RM'000       RM'000 
     Cash and bank balances              6        2,287 
                               -----------  ----------- 
 

During the period, the Company raised GBP1m (RM5.5m) before expenses through a placing of new ordinary shares. As at 30 April 2022, these funds were held on of behalf of BiON by a custodian and as such are shown within trade and other receivables.

11. STATED CAPITAL

 
                                      No. of   RM'000 
                                      shares 
 Issued and Fully Paid-Up at 
  no par value 
 31 December 2020                431,719,765   69,458 
 Issuance of shares: 
 On 25 April 2022                333,333,333    5,470 
 30 April 2022                   765,053,098   74,928 
                                ------------  ------- 
 
 

On 19 April 2022, it was announced that conditional to the passing of the Resolution and Re-trading, the Group raised GBP1m through the placing of 333,333,333 placing shares at the placing price of 0.3 pence per placing share. Concurrent with the resumption of trading in the Group's ordinary shares, the placing completed and shares were admitted to trading on AIM on 20 April 2022.

12. LEASES

Group as a lessee

The Group has lease contracts for lands. The Group's obligations under these leases are secured by the lessor's title to the leased assets. The Group is restricted from assigning and subleasing the leased assets.

The Group also has certain leases of office equipment with low value. The Group applies the 'lease of low-value assets' recognition exemptions for these leases.

a) Right-of-use assets

 
                                  Motor 
                        Land     Vehicles     Total 
                      RM'000     RM'000     RM'000 
 
 Cost 
 At 1 January 2021      6,979         781     7,760 
 Additions                237           -       237 
 Disposal             (7,216)       (781)   (7,997) 
                               ---------- 
 At 30 April 2022           -           -         - 
                     --------  ----------  -------- 
 
 
 Accumulated depreciation 
 At 1 January 2021              2,672       262      2,934 
 Depreciation                     459       138        597 
 Disposal                     (3,131)     (400)    (3,531) 
                             --------    ------  --------- 
 At 30 April 2022                   -         -          - 
                             --------    ------  --------- 
 
 
 
 Net carrying amount at 30         -     -       - 
  April 2022 
                              ------  ----  ------ 
 
 Net carrying amount at 31 
  December 2020                4,307   519   4,826 
                              ------  ----  ------ 
 

During the financial year, the Group made the following cash payments to purchase right-of-use assets:

 
                                               2022     2020 
                                              RM'000   RM'000 
 Purchase of right-of-use assets                 237      551 
 Finance by lease liabilities                  (237)    (462) 
 Cash payment on purchase of right-of-use 
  assets                                           -       89 
                                             -------  ------- 
 

The net carrying amount of motor vehicles under hire purchase are RM Nil (2020: RM0.52m).

b) Lease liabilities

The carrying amount of lease liabilities is as follows: -

 
                                      2022     2020 
                                     RM'000   RM'000 
 Minimum hire purchase and lease 
  liabilities 
  - not later than 1 year                 -     1,071 
 - later than one year and not 
  later than five years                   -     4,234 
 - Later than 5 years                     -     5,248 
                                    -------  -------- 
                                          -     9,553 
 Less: Future interest charges            -   (3,460) 
                                    -------  -------- 
 At 30 April/31 December                  -     6,093 
                                    -------  -------- 
 
 
 
 Repayable as follows: 
 Current liabilities 
  - not later than 1 year                   -     457 
 
 Non-current liabilities 
 - later than one year and not 
  later than five years                     -   2,318 
 - Later than 5 years                       -   3,318 
                                       ------  ------ 
       -                                       5,636 
       -                                       6,093 
  ------                                      ------ 
 
 Summarised as follows: 
 Motor vehicle under hire purchase          -     570 
 Land lease                                 -   5,523 
                                       ------  ------ 
       -                                       6,093 
  ------                                      ------ 
 

c) Amounts recognised in profit or loss

 
                                             2022     2020 
                                            RM'000   RM'000 
 
 Depreciation of right of use 
  assets                                       597      611 
 Interest expenses on lease liabilities        628      645 
 Lease expenses not capitalised 
  in lease liabilities: 
  - Expenses related to low value 
  assets                                         1       12 
 - Expenses related to short term 
  lease                                        852      649 
 At period end / year end                    2,078    1,917 
                                           -------  ------- 
 

d) Total cash outflow

The Group had a total cash outflows for leases of RM0.5m in the current financial year. (2020: RM1.24m).

13. TRADE AND OTHER PAYABLES

 
                                 30.04.2022   31.12.2020 
                                   RM'000       RM'000 
 
 
 Trade payables                           -       89,043 
 Other payables and accruals          3,116       19,237 
                                      3,116      108,280 
                                -----------  ----------- 
 

The normal credit terms granted to the Group by the suppliers are 30 to 90 days (2020: 30 to 90 days) from invoice date. Other credit terms are assessed and varied on a case-by-case basis.

14. BORROWINGS

 
                                     30.04.2022     31.12.2020 
                                       RM'000         RM'000 
 
 Short-term borrowings 
 Mezzanine loan (Note 14.1)                    -             - 
 Term loans (Note 14.2)                        -             - 
 Term loans (Note 14.3)                          -          750 
 Term loans (Note 14.4)                          -        1,840 
              -                                          2,590 
  -------------                                    ----------- 
 
 Long-term borrowings 
 Term loan (Note 14.3)                           -       48,530 
 Term loan (Note 14.4)                           -        8,160 
                                     -------------  ----------- 
              -                                         56,690 
  -------------                                    ----------- 
 
 Maturity of borrowings: 
 Not later than 1 year                           -        2,590 
 Later than 1 year but not later 
  than 5 years                                   -       16,369 
 Later than 5 years                              -       40,321 
                                     -------------  ----------- 
              -                                         59,280 
  -------------                                    ----------- 
 
 
                           14.1        Mezzanine loan 

a) During 2020, the interest free loan of RM8.40m with Datuk Syed Nazim Syed Faisal was fully converted into ordinary shares.

           b)           During 2020, the 6-month loan of approximately RM0.51m with a UK-based lender at an interest rate of 1.5% per month was fully repaid. 
                           14.2        Term loan 

During 2020, term loan with Malaysian Debt Ventures (MDV) has been fully repaid. Inconsideration of the full settlement, MDV irrevocably and unconditionally releasees, reassigns and discharges the Charged Assets and all security created under the Debenture and all rights, interest, titles and benefits of MDV under the Debenture shall cease and terminate.

                           14.3        Term loan 

On 24 February 2020, SME Bank Development Malaysia Bhd (SME) has approved bank borrowing (Islamic bank facilities) of RM55.3m for the Group via its subsidiary, BiON Sdn Bhd:

 
 Bank Borrowing   RM '000   Purpose 
 Facility          32,000   To part finance the acquisition of 
  1                          2 biogas power plant 
                 --------  --------------------------------------- 
 Facility           6,200   To redeem existing facility from MDV 
  2 
                 --------  --------------------------------------- 
 Facility          12,100   To part finance remaining project cost 
  3                          of biogas power plant 
                 --------  --------------------------------------- 
 Revolving          5,000   For working capital requirement 
  credit 
                 --------  --------------------------------------- 
 

During 2020, SME had successfully disbursed the following:

 
 Bank Borrowing       RM'000 
 Facility 1           32,000 
 Facility 2            6,200 
 Facility 3 (part)    11,080 
                     ------- 
                      49,280 
                     ------- 
 

The term loans are secured against:

   (i)                   Fixed and floating charges over the present and future assets; 

(ii) Assignment of all rights, interest and benefits and the proceeds from the sales of the electricity;

(iii) Assignment of all rights, benefits interest and title as stated under industrial building and assets under construction;

   (iv)             Joint and severally guaranteed by the Directors/Shareholders of the Company; 
   (v)                  Corporate guarantee by the ultimate holding company. 

The term loan is repayable over period of 15 years and bear interest rate of 1.5% above bankers base financing rate per annum.

                           14.4        Loan from related company 

The loan from related company is unsecured, repayable over period of 5 years and bear an interest at rate of 5% per annum.

15. DEFERRED GRANT INCOME

The Group received a government grant in financial years 2007 and 2008 which was provided for the project "Greenpak", to develop a new individual septic tank using Upflow Anaerobic Sludge Blanket principle. The grant income is amortised on a systematic basis over the useful life of the related patent.

During the period ended 30 April 2022, an amortised amount of RM13,000 was recognised (2020: RM13,000) as other income in profit or loss.

16. DEFERRED TAXATION

 
                                     30.04.2022   31.12.2020 
                                       RM'000       RM'000 
 
       At beginning of the year              82           82 
       Amounts written off                 (82)            - 
 
       At end of the period/year              -           82 
                                    -----------  ----------- 
 

17. REVENUE

 
                               30.4.2022   31.12.2020 
                                RM'000       RM'000 
 
       Contract revenue                -      103,649 
       Sale of electricity         1,599           24 
                                   1,599      103,673 
                              ----------  ----------- 
 

18. OTHER INCOME

 
                                               30.04.2022   31.12.2020 
                                                 RM'000       RM'000 
 
       Deferred grant income                           13           13 
       Insurance claim                                  -          452 
       Wage subsidy                                    71          140 
       Rental income                                    -           10 
       Gain on disposal of right-of-use 
        assets                                          -           53 
       Impairment loss written back                 2,663        1,435 
       Realised gain on foreign exchange                5           39 
       Unrealised gain on foreign exchange              -          580 
       Waiver of debts                              1,029        6,759 
       Refund of penalty / costs                       11            - 
                                                    3,792        6,481 
                                              -----------  ----------- 
 

19. FINANCE INCOME

The finance income recognised is in relation to the interest charged for advances given to the related party, at a rate of 18% per annum (1.5% per month) (see Note 24 for detail).

20. FINANCE COSTS

 
                                         30.04.2022   31.12.2020 
                                           RM'000       RM'000 
 
       Bank charges                               4            6 
 
       Bank interest                              -            - 
       Mezzanine loan interest                    -           55 
       Term loan interest                     3,265        2,077 
                                        -----------  ----------- 
                                              3,269        2,132 
                                        -----------  ----------- 
 
       Interest on lease liabilities            628          645 
                                        -----------  ----------- 
                                              3,897        2,783 
                                        -----------  ----------- 
 

21. LOSS BEFORE TAXATION

 
                                                           30.04.2022   31.12.2020 
                                                             RM'000       RM'000 
 
       Loss before taxation is arrived 
        at after charging/(crediting): 
        - 
       Auditors' remuneration 
           Fees payable to Company's auditor and 
            its associates 
           for the audit of the consolidated financial 
            statements                                            115          262 
       Amortisation of intangible assets                           54           54 
       Depreciation of property, plant 
        and equipment                                           4,017        2,105 
       Depreciation of right-of-use assets                        597          611 
       Gain on disposal of right-of-use 
        assets                                                      -         (53) 
       Government grant income                                   (13)         (13) 
       Impairment loss on receivables 
        and related parties                                    37,416      118,727 
       Impairment loss on trade receivables 
        written back                                          (2,864)      (1,435) 
       Rental of premises                                         680          224 
       Rental of equipment                                        173           12 
       Rental of motor vehicles                                     -          201 
       Unrealised gain on foreign exchange 
        - net trade                                               410        (276) 
       Realised gain on foreign exchange                          (5)         (39) 
       Employees provident fund expense                           394          305 
 

22. TAXATION

 
 
                                                            30.04.2022   31.12.2020 
                                                              RM'000       RM'000 
 
            Loss before taxation                              (86,013)    (120,254) 
                                                           -----------  ----------- 
 
            Tax at the statutory tax rate of 24% (2020: 
            24%)                                              (20,643)     (28,861) 
 

23. DIRECTORS' EMOLUMENTS

The amount of remuneration received by each director in the period was as follows:

 
                                                             Approved 
                                   Remuneration    Fees     contribution   Total 
                                     RM'000       RM'000      RM'000       RM'000 
    30.04.2022 
    Datuk Syed Nazim bin Syed 
     Faisal                                 901       68              86    1,055 
    Aditya Chathli                            -       92               -       92 
    Dato' Dr. IR. Ts. Mohd 
     Karim Abdullah                           -       68               -       68 
    Habizan Rahman Habeeb 
     Rahman                                   -       68               -       68 
    Mohd Sofiyuddin Ahmad 
     Tabrani                                  -       68               -       68 
    Datuk Dr. Haji Radzali 
     Hassan                                   -       16               -       16 
    Malcom Groat                              -        6               -        6 
                                            901      386              86    1,373 
                                ---------------  -------  --------------  ------- 
 
 
                                                             Approved 
                                   Remuneration    Fees     contribution   Total 
                                     RM'000       RM'000      RM'000       RM'000 
    31.12.2020 
    Datuk Syed Nazim bin Syed 
     Faisal                                 360       65              44      469 
    Datuk Dr. Haji Radzali 
     Hassan                                   -       65               -       65 
    Aditya Chathli                            -       65               -       65 
    Dato' Dr. IR. Ts. Mohd 
     Karim Abdullah                           -       43               -       43 
    Habizan Rahman Habeeb 
     Rahman                                   -       43               -       43 
    Mohd Sofiyuddin Ahmad 
     Tabrani                                  -        8               -        8 
                                            360      289              44      693 
                                ---------------  -------  --------------  ------- 
 

24. RELATED PARTY TRANSACTIONS

   a)     Identities of Related Parties 

Parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control or jointly control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control.

In addition to the information detailed elsewhere in the financial statements, the Group has related party relationships with its directors, key management personnel and entities within the same group of companies.

Other than those disclosed elsewhere in the financial statements, the Group also carried out the following significant transactions with the related parties during the financial period: -

 
 
                                                          30.04.2022     31.12.2020 
                                                            RM'000         RM'000 
 
         i) Megagreen Energy Sdn. Bhd. 
            - Contract revenue                                                      - 
            - Interest income                                  1,985            1,982 
            - Allowance for impairment loss                        -           46,654 
            - Amount due from (net of impairment)                  -            1,777 
 
         ii) K2M Ventures Sdn Bhd 
            - Other income (waive of debts)                                         - 
            - Allowance for impairment loss                                         1 
            - Amount due from (net of impairment)                                   9 
 
         iii) Serba Dinamik group of companies 
            - Contract revenue                                     -           29,367 
            - Other income (waive of debts)                        -            3,737 
            - Services rendered from                               -            6,379 
            - Allowance for impairment loss                        -              480 
            - Capital contribution (waive of interest 
             on loan)                                              -              394 
            - Term loan payable                                    -           10,000 
            - Amount due to (net trade and non-trade)              -            9,332 
 
              *    Allowance for impairment loss                   -            1,607 
 
         iv) Datuk Syed Nazim Syed Faisal 
            - Director advance                                     -            1,085 
            - Director fees due                                  225              148 
            - Director fees                                       68               65 
 
         v) Datuk Dr. Hj. Radzali Hassan 
            - Director fees due                                   68              367 
            - Director fees                                       68               65 
 
         vi) Aditya Chathli 
            - Director fees due                                  394              313 
            - Director fees                                       92               65 
 
         vii) Dato' Dr. IR. Ts. Mohd Abdul 
          Karim Abdullah 
            - Director fees due                                    -               44 
            - Director fees                                       68               43 
 
         viii) Habizan Rahman Habeeb Rahman 
            - Director fees due                                    -               44 
            - Director fees                                       68               43 
 
         ix) Mohd Sofiyuddin Ahmad Tabrani 
            - Director fees due                                    -                8 
            - Director fees                                       68                8 
 
         x) Malcom Groat 
         - Director fees due                                       6                - 
         - Director fees                                           6                - 
 
 
 
 

Related parties: -

i) The Group, via its subsidiary, BiON Sdn Bhd, held 15% of the share capital of Megagreen Energy Sdn Bhd.

   ii)     K2M Ventures Sdn Bhd ("K2M"), holds 14.9% shares in BiON plc. 

iii) Serba Dinamik group of companies , one of the significant shareholders in BiON plc for the period end 30 April 2022 and year ended 31 December 2020.

iv) Datuk Syed Nazim Syed Faisal , being an Executive Director in BiON plc for the period end 30 April 2022 and year ended 31 December 2020.

v) Datuk Dr. Hj. Radzali Hassan, who was a Non-Executive Director in BiON plc, resigned on 16 March 2021.

vi) Mr. Aditya Chathli, being a Non-Executive Director in BiON plc for the year ended 31 December 2020 and became Interim Non-Executive Chairman 19 April 2022.

vii) Dato' Dr. IR. Ts. Mohd Karim Abdullah was appointed as a Non-Executive Director of BiON plc on 30 April 2020 and resigned 19 April 2022.

viii) En. Mohd Habizan Habeeb Rahman was appointed as an Executive Director in BiON plc on 30 April 2020 and subsequently he has resigned on 15 March 2022.

ix) En. Mohd Sofiyuddin Ahmad Tabrani, was appointed as a Non-Executive Director in BiON plc, on 11 November 2020 and subsequently he has resigned on 15 March 2022.

x) Mr. Saravanan Rasaratnam, appointed director in Makmur Hidro Sdn Bhd, no longer a related party by virtue of his resignation as the Executive Director in BiON plc on 31 January 2020.

xi) Mr. Saravanan Rasaratnam, no longer a related party by virtue of his resignation as an Executive Director on 31 January 2020.

xii) Mr. Navindran Balakrishnan, no longer a related party by virtue of his resignation as an Executive Director on 31 January 2020.

xiii) Mr. Sivadas Kumar, no longer a related party by virtue of his resignation on 25 October 2018.

   b)    Compensation of key management personnel 

The remuneration of directors and other members of key management personnel during the year are as follows: -

 
                                                           30.04.2022   31.12.2020 
                                                             RM'000       RM'000 
 
            Short-term employee benefits                        1,570          933 
            Defined contribution plan (EPF)                       120           75 
                                                                1,690        1,008 
                                                          -----------  ----------- 
 
              Included in the total key management 
              personnel 
            compensation is: - 
 
            Directors' remuneration                               901          360 
            Executive Directors Fees                              136          108 
            Non-Executive Directors Fees                          250          181 
                                                                1,287          649 
                                                          -----------  ----------- 
 
 

The key management personnel are those personnel having authority and responsibility for planning, directing and controlling the activities within the Group, either directly or indirectly.

The payment of emoluments to the director is disclosed in the remuneration report.

25. EARNINGS PER SHARE

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

 
                                           30.04.2022    31.12.2020 
       Loss attributable to the owners 
        of the Company (RM'000)               (86,010)     (121,550) 
                                          ------------  ------------ 
 
       Weighted average number of 
        shares                             431,719,765   424,524,436 
       Warrant instruments                   7,232,013     7,232,013 
 
       Diluted number of shares*           438,951,778   431,756,449 
                                          ------------  ------------ 
 
       Basic earnings per share (RM)            (0.20)        (0.29) 
       Diluted earnings per share 
        (RM)                                    (0.20)        (0.29) 
                                          ------------  ------------ 
 

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

* The diluted earnings per share ignores the diluted number of shares and is therefore the same as the basic earnings per share, as the Group made a loss in the year.

26. RESERVES

   a)     Foreign currency translation reserves 

The foreign currency translation reserves arose from the translation of the financial information of foreign subsidiaries and are not distributable by way of dividends.

   b)     Merger reserves 

The accounting treatment for Group reorganisations is scoped out of IFRS 3. Accordingly, as required under IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, the Group has referred to current UK GAAP to assist its judgement in identifying a suitable accounting policy. The introduction of the holding company, BiON plc, had been accounted for as a capital reorganisation using the merger accounting principles prescribed under current UK GAAP. Therefore, the consolidated financial statements of BiON plc are presented as if the Company has always been the holding company for the Group.

The use of merger accounting principles has resulted in a balance on Group capital and reserves that have been classified as a merger reserve and included in the Group's shareholders' funds. The consolidated financial statements include the results of the Company and all its subsidiary undertakings made up to the same accounting date.

27 . CONTINGENCIES

No provisions are recognised on the following matters as it is not probable that a future sacrifice of economic benefits will be required, or the amount is not capable of reliable measurement: -

 
                                               30.04.2022     31.12.2020 
                                                 RM'000         RM'000 
 
   Corporate guarantee given to licensed 
    banks for 
    credit facilities granted to a related 
    party                                                  -       10,233 
                                               -------------  ----------- 
 

The Group has provided Megagreen Energy with a corporate guarantee in support of a loan facility. Credit Guarantee Corporation Malaysia Berhad has confirmed that repayment of the 60% of the amount borrowed by Megagreen under the facility is guaranteed by Credit Guarantee Corporation Malaysia Berhad up to June 2025 pursuant to the Green Technology Financing Scheme - established by the Malaysian government. In July 2020, the loan was partially repaid, and, on that basis, the Directors expect the exposure of BiON under the guarantee to be limited to approximately RMNil (2020: RM4.1m). As a result of the disposal on 19 April 2022, this guarantee is no longer in place.

   28.                  CAPITAL COMMITMENTS 

At 30 April/31 December, the Group had the following capital commitments in respect to plant & equipment:

 
                                               30.04.2022     31.12.2020 
                                                 RM'000         RM'000 
 
  Approved and contracted for construction 
   of property, plant and equipment                        -        5,722 
                                               -------------  ----------- 
 
   29.                  OPERATING SEGMENTS 
   (a)   Operating segments 

Operating segments are prepared in a manner consistent with the internal reporting provided to the management as its chief operating decision maker in order to allocate resources to segments and to assess their performance. Currently, the Group operates under two operating segments providing consulting and contract services to customers in the renewable energy sector and the supply of power to National Grid.

Information on geographical segments is not presented as the Group operates wholly in Malaysia where all of its assets and liabilities are located.

The information provided to management for the reportable segments during each year are as follows:

 
                                   Consulting 
  Business Segments                 & contract    Power        Head office        Total 
                                     RM'000       RM'000         RM'000          RM'000 
  30.04.2022 
  Contract revenues                          -          -                   -           - 
  Power sold                                 -      1,599                   -       1,599 
                                  ------------  ---------  ------------------  ---------- 
  Group revenues                             -      1,599                   -       1,599 
 
  Gross profit/(loss)                        -    (6,206)                   -     (6,206) 
  Net profit/(loss)                      1,377   (81,701)             (5,689)    (86,013) 
 
  Segment Assets                             -          -               5,478       5,478 
  Segment Liabilities                        -          -               3,899       3,899 
  Capital Expenditure                        -      6,086                   -       6,086 
  Depreciation and amortisation              -      4,615                           4,615 
  Impairment loss on 
   receivables                           2,664        200                   -       2,864 
 
                                   Consulting 
  Business Segments                 & contract    Power        Head office        Total 
                                     RM'000       RM'000         RM'000          RM'000 
  31.12.2020 
 
  Contract revenues                    103,649          -                   -     103,649 
  Power sold                                 -         24                   -          24 
                                  ------------  ---------  ------------------  ---------- 
  Group revenues                       103,649         24                   -     103,673 
 
  Gross profit/(loss)                   12,306    (6,041)                   -       6,265 
  Net profit/(loss)                  (101,436)   (15,306)             (4,823)   (121,565) 
 
  Segment Assets                        15,932     96,674               3,277     115,883 
  Segment Liabilities                   84,699     17,063              75,814     177,576 
  Capital Expenditure                        -     36,281                 159      36,440 
  Depreciation and amortisation              -      2,051                 719       2,770 
  Impairment loss on 
   receivables                         113,902          2               4,823     118,727 
 
   (b)   Information about major customers 

During the year, there are two (2) major customers from Indonesia and one (1) from Malaysia whom contributed more than 10% of the total revenue for the Group (2019: Two (2) from Malaysia).

 
                            30.04.2022              31.12.2020 
                        Consulting             Consulting 
  Business Segments     & contract    Power     & contract   Power 
                          RM'000      RM'000     RM'000      RM'000 
  By country: 
  Malaysia                        -    1,599        29,367        - 
  Indonesia                       -        -        61,938        - 
                      -------------  -------  ------------  ------- 
                                  -    1,599        91,305        - 
 ----------------------------------  -------  ------------  ------- 
 

30. WARRANT INSTRUMENTS

 
                                    30.04.2022                            31.12.2020 
                         Average exercise        Number       Average exercise        Number 
                         price per warrants    of warrants    price per warrants    of warrants 
 
 At 1 January                        0.092p      7,232,013                0.092p      7,232,013 
 Expired in the 
  period                             0.092p    (1,383,333)                     -              - 
                       --------------------  -------------  --------------------  ------------- 
 As at 30 April/31 
 December                            0.092p      5,848,680                0.092p      7,232,013 
                       --------------------  -------------  --------------------  ------------- 
 
 

On 6 May 2016, the Company granted 1,383,333 warrants to S.P. Angel Corporate Finance LLP, the Company's previous nominated adviser, at the exercise price of 9 pence each, which were exercisable immediately upon grant, with an expiring date of 5 May 2021.

On 19 June and 28 June 2017, the Company issued 5,848,680 warrants, at the exercise price of an average closing bid price at three trading days prior to the day of notice to exercise, to subscribers of a private placing arranged by Charles Street Securities Europe LLP ("CSS"), and to CSS as part of the fee arrangements for arranging the placement. Of the total warrants issued, 2,777,778 were issued to CSS as fees payable in connection with that placement. The warrants issued to subscribers are outside the scope of IFRS 2. In accordance with IFRS 2 the fair value of the warrants issued as fees for the placement services provided has been estimated as RM220,000. This has been recognised within the stated capital component of equity as the costs were directly incurred in raising the related equity funds.

1,383,33 expired during the period.

31. ULTIMATE CONTROLLING PARTIES

At the reporting date, the Directors consider there is no ultimate controlling party.

32. FINANCIAL INSTRUMENTS

The Group's activities are exposed to a variety of market risks (including foreign currency risk, interest rate risk and equity price risk), credit risks and liquidity risks. The Group's overall financial risk management policy focuses on the unpredictability of finance market and seek to minimise potential adverse effects on the Group's financial performance by having in place adequate financial resources for the development of the Group's business whilst managing its market risk, credit risk and liquidity risk.

The Group holds the following financial instruments:

 
                                        30.04.2022   31.12.2020 
                                          RM'000       RM'000 
 Financial Assets 
 Trade receivables                               -       13,914 
 Other receivables and deposits              5,477        3,234 
 Amount due from customer contracts              -          401 
 Amount due from related parties                 -        1,786 
 Cash and bank balances                          -        2,287 
                                             5,477       21,622 
                                       -----------  ----------- 
 
 Financial Liabilities 
 Trade payables                                  -       89,043 
 Other payables and accruals                 3,116       19,237 
 Amount due to directors                       783        2,329 
 Lease liabilities                               -        6,093 
 Term loans                                      -       59,280 
                                             3,899      175,982 
                                       -----------  ----------- 
 
   32.1                 Financial Risk Management Policies 

The following sections provide details on the Group's exposure to the abovementioned financial risks and the objectives, policies and processes for the management of these risks.

                   32.1.1    Market Risk 
                   (a)           Foreign Currency Risk 

The Group is exposed to foreign currency risk on transactions and balances that are denominated in currencies other than functional currency. The currencies giving rise to this risk are primarily the United States Dollar ("USD") and Great British Pound ("GBP"). Foreign currency risk is monitored closely on an on-going basis to ensure that the net exposure is at an acceptable level. At the end of the reporting period, the Group does not have any derivative financial instruments used to hedge foreign currency risk.

The Group exposure to foreign currency risk, based on the carrying amounts at the reporting date is as follows:

 
                                                    USD      GBP      IDR       RM     TOTAL 
  30.04.2022                                      RM'000    RM'000   RM'000   RM'000   RM'000 
  Financial Assets 
  Trade receivables                                     -        -        -        -        - 
  Other receivables and deposit                         -    5,477        -        -    5,477 
  Amount due from customers contract                    -        -        -        -        - 
  Amount due from related parties                       -        -        -        -        - 
  Cash and bank balance                                 -        -        -        -        - 
                                                        -    5,477        -        -    5,477 
  -------------------------------------------------------  -------  -------  -------  ------- 
  Financial Liabilities 
  Trade payables                                        -        -        -        -        - 
  Other payables and accruals                           -    3,116        -        -    3,116 
  Amount due to directors                               -      783        -        -      783 
  Lease liabilities                                     -        -        -        -        - 
  Term loans                                            -        -        -        -        - 
                                                        -    3,899        -        -    3,899 
  -------------------------------------------------------  -------  -------  -------  ------- 
 
  Net financial assets/(liabilities)                    -    1,578        -        -    1,578 
  Less: Net financial liabilities denominated           -        -        -        -        - 
  in the Group's functional currency 
  Currency exposure                                     -    1,578        -        -    1,578 
                                                  -------  -------  -------  -------  ------- 
 
 
                                         USD       GBP       IDR         RM        TOTAL 
 31.12.2020                             RM'000   RM'000     RM'000     RM'000     RM'000 
 
 
 Financial Assets 
 Trade receivables                           -         -        114     13,800      13,914 
 Other receivables and 
  deposits                                   -        82          -      3,152       3,234 
 Amount due from contract customers          -         -          -        401         401 
 Amount due from related parties             -         -          -      1,786       1,786 
 Cash and bank balance                       1         9          -      2,277       2,287 
                                             1        91        114     21,416      21,622 
                                       -------  --------  ---------  ---------  ---------- 
 Financial Liabilities 
 Trade payables                              -         -     60,623     28,420      89,043 
 Other payables and accruals                 -     1,157          -     18,080      19,237 
 Amount due to directors                     -       924          -      1,405       2,329 
 Lease liabilities                           -         -          -      6,093       6,093 
 Term loans                                  -         -          -     59,280      59,280 
                                             1     2,081     60,623    113,278     175,982 
                                       -------  --------  ---------  ---------  ---------- 
 
 Net financial assets/(liabilities)          1   (1,990)   (60,509)   (91,862)   (154,360) 
 Less: Net financial liabilities 
  denominated                                -         -          -     91,862      91,862 
 in the Group's functional currency 
 Currency exposure                           1   (1,990)   (60,509)          -    (62,498) 
                                       -------  --------  ---------  ---------  ---------- 
 
           (b)           Interest Rate Risk 

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group's exposure to interest rate risk arises mainly from interest-bearing financial liabilities. The Group's policy is to obtain the most favourable interest rates available. Any surplus funds of the Group will be placed with licensed financial institutions to generate interest income.

The sensitivity analysis is not presented as the sensitivity impact is immaterial because the loan has a fixed interest rate which is subsequently rolled-up into the principal.

   (c)           Equity Price Risk 

The Group does not have any quoted investments and hence is not exposed to equity price risk.

   32.1.2    Credit Risk 

The Group's exposure to credit risk, or the risk of counterparties defaulting, arises mainly from trade and other receivables. The Group manages its exposure to credit risk by the application of credit approvals, credit limits and monitoring procedures on an on-going basis.

The Group uses ageing analysis to monitor the credit quality of the trade receivables. Any receivables having significant balances past due, which are deemed to have higher credit risk, are monitored individually.

The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of the trade and other receivables as appropriate. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified (where applicable). Impairment is estimated by management based on prior experience and the current economic environment.

The Group provided a financial guarantee to financial institutions for credit facilities granted to an associate undertaking, as disclosed in note 27 to the financial statements. The Group monitored its exposure to credit risk, or the risk of counterparties defaulting, arising mainly from trade and other receivables. The Group managed its exposure to credit risk by the application of credit approvals, credit limits and monitoring procedures on an on-going basis.

Credit risk concentration profile

The Group's major concentration of credit risks relates to the amount owing by Nil (2020: 4) customers which constitutes approximately 0% (2020: 90%) of its trade & other receivables at the end of the reporting period.

The ageing analysis of receivables (including amount owing by associates and amount owing by affiliates) and at the end of the reporting period is disclosed in note 7 and note 9.

At the end of the reporting period, trade receivables that are individually impaired were those with significant long outstanding obligations. These receivables are not secured by any collateral or credit enhancement but have nevertheless demonstrated that they are meeting their obligations though payments have been protracted.

                   32.1.3    Liquidity Risk 

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group maintains a level of cash and cash equivalents and bank facilities deemed adequate by the management to ensure as far as possible, that they will have sufficient liquidity to meet its liabilities when they fall due.

The following table sets out the maturity profile of the financial liabilities at the reporting date based on contractual undiscounted cash flows:

 
            30.04.2022                                                    Contractual 
                                            Effective         Carrying    undiscounted   Within 1 
                                             interest rate     amount       cashflow       year     1-5 years 
                                                   %           RM'000       RM'000        RM'000     RM'000 
 
            Trade payables                                           -               -          -           - 
            Other payables and accruals                          3,116           3,116      3,116           - 
            Amount owing to directors                              783             783          -         783 
            Lease liabilities                                        -               -          -           - 
            Term loans                                               -               -          -           - 
                                                                 3,899           3,899      3,116         783 
                                                             ---------  --------------  ---------  ---------- 
 
 
                                                                          Contractual 
                                               Effective      Carrying    undiscounted   Within 1 
                                             interest rate     amount       cashflow       year     1-5 years 
                                                   %           RM'000       RM'000        RM'000     RM'000 
            31.12.2020 
            Trade payables                                      35,780          35,780     35,780           - 
            Other payables and accruals                         17,011          17,011     17,011           - 
            Amount due to directors                              2,311           2,311          -       2,311 
            Lease liabilities                                    6,227           6,227        409       5,818 
            Term loans                          5.0-8.0         15,033          15,033     15,033           - 
                                                                76,362          76,362     68,233       8,129 
                                                             ---------  --------------  ---------  ---------- 
 
 
                   32.1.4    Fair Values Measurements 

The fair values of the financial assets and financial liabilities maturing within the next 12 months approximated their carrying amounts due to the relatively short-term maturity of the financial instruments.

 
 
                 Fair Value of Financial Instruments         Fair Value of Financial           Total     Carrying 
                                                                   Instruments 
                        Carried at Fair Value               Not Carried at Fair Value          Fair       Amount 
                                                                                               Value 
                  Level 1     Level 2      Level 3       Level 1      Level 2     Level 3 
                  RM'000       RM'000       RM'000        RM'000      RM'000      RM'000      RM'000      RM'000 
 30.4.2022 
 Term loans              -            -            -             -           -           -           -          - 
 Lease 
 liabilities             -            -            -             -           -           -           -          - 
 Amount owing 
  to directors           -            -             -            -           -         783         783        783 
                ----------  -----------  ------------   ----------  ----------  ----------  ----------  --------- 
 
 31.12.2020 
 
 Term loans               -            -             -           -      59,280           -      59,280     59,280 
 Lease 
  liabilities            -            -             -            -         570           -         570        570 
 Amount owing 
  to directors           -            -             -            -           -       2,329       2,329      2,329 
                ----------  -----------  ------------   ----------  ----------  ----------  ----------  --------- 
 

- Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

- Level 2: Valuation techniques for which the lowest level input that is significant to the fair value.

- Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

Fair Value of Financial Instruments Not Carried at Fair Value

The fair values, which are for disclosure purposes, have been determined using the following basis: -

(i) The fair value of term loan with fixed interest rate is determined by discounting the relevant cash flows using current market interest rate for similar instruments at the end of the reporting period. The interest rate (per annum) used to discount the estimated cash flows is as follows: -

 
                                      30.04.2022     31.12.2020 
                                          %              % 
  Term loan (fixed interest 
  rate)                                        -        5.0-8.0 
                                     ===========    =========== 
 

(ii) The carrying amount of term loan with variable interest rate approximates its fair value.

(iii) The fair value of amount owing to directors (non-current) is determined by discounting the relevant cash flows using current market interest rates for similar instruments at rates of 4.5% per annum.

   33.                  CAPITAL RISK MANAGEMENT 

The Group manages its capital to ensure that it will be able to maintain an optimal capital structure so as to support their businesses and maximize shareholders' value. To achieve this objective, the Group may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares.

The Group manages its capital based on debt-to-equity ratio that complies with debt covenants and regulations, if any. The debt-to-equity ratio is calculated as total borrowings from financial institutions divided by total equity.

There was no change in the Group's approach to capital management during the financial year.

The debt-to-equity ratio of the Group at the end of the reporting period was as follows:

 
 
                                        30.04.2022   31.12.2020 
                                          RM'000       RM'000 
 
       Lease liabilities payables                -          570 
       Term loans                                -       59,280 
       Less: Cash and bank balances              -      (2,287) 
       Net debt                                  -       57,563 
                                       -----------  ----------- 
 
       Total shareholders' equity            1,578     (61,841) 
                                       -----------  ----------- 
 
       Debt-to-equity ratio                      -       (0.93) 
 
   34.                  SIGNIFICANT EVENTS OCCURING AFTER THE REPORTING PERIOD 

Other than as set out below, there have been no further events after the reporting date that require adjustment or disclosure in line with IAS10 events after the reporting period.

Following the completion of the disposal, the Company was able to finalise and publish the accounts to 31 December 2020 and the interims to 30 June 2021 and trading in its ordinary shares on AIM was restored on 20 April 2022. However, as the Company was unable to publish its accounts for the year ended 31 December 2021 by the regulatory deadline of 30 June 2022, the Company's ordinary shares were suspended from trading on AIM on 1 July 2022. The Board also decided to change the Company's accounting reference date from 31 December to 30 April to reflect BiON becoming a new entity. As a result, this annual report and accounts covers the sixteen-month period to 30 April 2022.

Following publication of this annual report and accounts, it is anticipated that trading in the Company's ordinary shares will resume as from 7.30am on 12 October 2022.

Although the Company has been actively seeking a suitable reverse candidate and assessing various business opportunities, it is highly unlikely it will be able to complete a reverse takeover within the six-month period from becoming an AIM Rule 15 cash shell. As a result, trading on AIM in the Company's ordinary shares is expected to be suspended at 7.30am on 20 October 2022. From the suspension date, BiON will have six months to complete an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14 otherwise admission to trading on AIM will be cancelled.

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END

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October 12, 2022 02:09 ET (06:09 GMT)

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