RNS Number : 9497X
Green & Smart Holdings plc
16 August 2018
 

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

 

16 August 2018

 

Green & Smart Holdings plc

("Green & Smart" or "the Company" or "the Group")

 

Final Results for the Year ended 30 September 2017

 

Green & Smart Holdings plc (AIM: GSH), a renewable energy company generating power from biogas captured through the treatment of palm oil mill effluent (POME) in Malaysia, announces its final audited results for the year ended 30 September 2017. 

 

Financial Summary

·      Revenue was RM45.34m (2016: RM67.38m)

·      Gross profit was RM11.67m (2016: RM17.06m)

·      Gross margin was 25.7% (2016: 25.3%)

·      Operating loss was RM1.90m (2016: profit of RM10.13m)

·      Loss before tax was RM2.70m (2016: profit of RM9.93m)

·      Cash and cash equivalents at 30 September 2017 were RM0.10m (2016: RM2.15m)

 

Operational Summary

·      Transformational year as the Group became an Independent Power Producer. However, as stated previously, acceleration of projects was hampered due to lack of funds 

·      Over the past two years, Green & Smart has built seven biogas plants including two fully-owned plants. It has become one of the largest providers of biogas-based renewable energy in Malaysia

·      Post-year end, the Group entered into an agreement and raised c.RM17.0m (c.£3.21m) gross via a subscription from Serba Dinamik International Ltd, a wholly-owned subsidiary of Serba Dinamik Holdings Berhad, a Malaysia-based investment holding company with a market value of approximately £1bn

 

Fully-Owned Power Producing Projects

·      Established itself as the only company in Malaysia to operate plants with two different biogas systems under the Feed-in-Tariff (FiT) mechanism

·      First fully-owned biogas power plant at Kahang commenced selling power to the national utility at the full tariff rate

·      Completed the commissioning and, post-year end, secured the certificate of initial operation date ("IOD") for the Group's second fully-owned biogas power plant, the 2.0MW Malpom plant; and the Group continues to expect to secure the certificate of commercial operation date ("COD") thus allowing the Group to sell power to the national utility at the full tariff rate

 

EPCC Projects

·      Completed construction of two biogas power plants owned by Megagreen Energy Sdn Bhd ("MGE"), bringing the total number of plants built for MGE to five

·      Awarded a RM12.85m contract from MGE for construction and maintenance of bio-polishing facilities on the sites of the five FiT-approved biogas power plants

·      Commenced work on four Concord Green Energy Sdn Bhd ("CGE") greenfield biogas-based power generation plants. However, since year end, these projects were temporarily suspended and are expected to recommence upon an arrangement being finalised with CGE

 

Mr. Saravanan Rasaratnam, Chief Executive Officer of Green & Smart, said:

"We have made significant strides in advancing our strategy to become the leading provider of biogas-based renewable energy in Malaysia. We are proud that Green & Smart is the only company in Malaysia with two biogas power plants operating two different systems and running under the Feed-in-Tariff mechanism, and one of only a few fully-integrated providers and operators.

 

"As we stated previously, our ability to grow and deliver on our projects is dependent on funding. Thanks to our recent fundraising, we can now commence work on our third fully-owned plant as well as progress our other fully-owned plants. As a result, and with the underlying drivers of the business showing no sign of abating, the Board is confident of returning to growth next year and of delivering shareholder value in the long-term."

 

Enquiries

 

Green & Smart Holdings plc

 

Saravanan Rasaratnam, Chief Executive Officer

Navindran Balakrishnan, Chief Operations Officer

+603 2095 0024

 

 

Cantor Fitzgerald Europe (Nominated Adviser and Broker)

 

Phil Davies, Richard Salmond

+44 20 7894 7000

 

 

Luther Pendragon Ltd (Financial PR)

 

Claire Norbury, Alexis Gore

+44 20 7618 9100

 

Copies of the Company's annual report and accounts are available on the Company's website at www.greennsmart.com.my and copies will be posted to shareholders on 21 August 2018.

 

 

Operational Review

 

The year to 30 September 2017 was transformational for the Group as it became an independent power producer providing renewable energy to the national grid generated by its flagship biogas plant located in Kahang, Johor. The Group also progressed its second fully-owned biogas power plant and, while the speed of development on some of the Group's other projects was less than initially expected, Green & Smart advanced its strategy to become one of the largest providers of biogas-based renewable energy in Malaysia.

 

Green & Smart designs and builds biogas power generation plants. The plants capture greenhouse gases from palm oil mill waste in Malaysia, which in turn is converted to electricity typically to be sold under 16-year electricity Feed-in-Tariffs ("FiT"). The Group works with major crude palm oil producers, including the world's largest producer FELDA Berhad ("FELDA"), and operates two business models: build, own, operate ("BOO") and that of engineering, construction and commissioning ("EPCC") contractor for third parties. 

 

Fully-Owned Power Producing Projects

 

Green & Smart has established a pipeline of biogas power plants projects that it will build, own and operate on land in close proximity to palm oil mills. Under the BOO model, the Group contracts with mill owners to finance and build plants for the generation and sale of electricity to electric utilities - Tenaga Nasional Berhad ("TNB"), a government-controlled company and largest electric utility in Malaysia, or Sabah Electricity Sdn Bhd ("SESB"), the local utility in the Sabah state of Malaysia - under the FiT regime using waste from the mills made available by the mill owners.

 

During the year, the Group received the formal commercial operation certificate ("COD") from the authorities for its first fully-owned biogas plant, the 2.0MW Kahang biogas plant located in the state of Johor, which allows power to be sold to the national utility at the full tariff rate. The Kahang plant, which is an anaerobic digester tank-based system, is currently transmitting power to the national grid and generating revenue.

 

Green & Smart made significant progress on its second fully-owned biogas power plant, the 2.0MW Malpom plant in Nibong Tebal, Penang. During the year, the Group completed the commissioning and interconnection works and, post year end, the initial operation date ("IOD") certification was secured. Work is progressing in securing the formal commercial operation certificate ("COD") from the authorities, which will allow power to be sold to the national utility at the full tariff rate.

 

The Malpom plant is the Group's first specialised self-contained lagoon-based system, which has been developed for mills with space constraints that prevent them from setting up a conventional biogas power plant. The biogas production process at Malpom has been successfully optimised to maximise the efficiency of biogas capture, which has resulted in the plant generating more gas than expected with current readings reaching c. 2.3MW. The excess power produced from the extra gas will be channeled towards reducing the plant's operating and maintenance expenditure.

 

As previously stated, due to financial constraints, progress was slower than initially expected on the other five fully-owned biogas power plants, but these will now be accelerated following the recent raising of c.RM17.0m through the subscription of new shares by Serba Dinamik International Ltd.

 

EPCC Projects

 

Green & Smart is also an EPCC contractor on biogas projects developed by Megagreen Energy ("MGE") and Concord Green Energy ("CGE") and additionally will provide operational and maintenance support for the first sixteen years of the project's life.

 

During the year, the Group completed the construction, under EPCC contract with MGE, of two plants. Thereafter, the Group was awarded a further EPCC contract of RM12.85m from MGE for the construction and maintenance of bio-polishing facilities at these sites as well as at the three plants that the Group completed in the prior financial year.

 

The bio-polishing facilities will biologically treat the industrial waste water, such as through electro-coagulation, to remove recalcitrant carbon, reduce the biochemical oxygen demand and improve the colour residue of POME in the treated waste water.

 

The Group commenced the delivery of this new contract during the year with the completion of the construction due to occur in this current financial year. Thereafter, MGE will progress it application for the IOD and COD for all five of the FiT-approved biogas power plants and the Group will start to receive revenue under its operations & maintenance contracts when the IODs are received.

 

Additionally, during the year the Group commenced work, under its EPCC contract with CGE, on four biogas-based power generation plants. As previously stated, due to financial constraints, progress was slower than initially expected and work has been temporarily suspended, awaiting the Company finalising an arrangement with CGE. The Company remains confident in reaching an agreement.

 

Financial Review

 

The Group's financial performance for the year to 30 September 2017 was mixed as growth in the first half was counteracted by weakness in the second six months. As stated previously, financial constraints impacted the ability of the Group to progress certain projects to completion that would have enabled the generation of anticipated revenue. However, the success in raising c.RM17.0m from Serba Dinamik International Ltd will enable Green & Smart to accelerate these projects going forward.

 

Revenue

Revenue for the twelve months ended 30 September 2017 was RM45.34m (2016: RM67.38m), with the decline due to a lower level of income generated under EPCC contracts, which was slightly mitigated by the contribution from sales of power from the Group's fully-owned Kahang biogas power plant. The reduction in revenue from EPCC contracts was primarily due to financial constraints at CGE, which prevented the continuation of contract works on existing EPCC contracts for the build and operation of biogas power plants.

 

Gross Profit

Gross margin for the financial year to 30 September 2017 was 25.7% (2016: 25.3%), whilst gross profit decreased to RM11.67m (2016: RM17.06m) largely due to the lower revenues and increase in construction costs as the Group progressed the building of its fully-owned biogas power plants.

 

Profit and EBITDA

Operating loss was RM1.90m (2016: profit of RM10.13m) with the reduction primarily due to the lower level of revenue and also an increase in operating costs largely due to provision for impairment on receivables and investments, full year provision for depreciation and an increase in professional and advisory costs. The impairments were made on the amounts due from MGE and CGE. EBITDA decreased to a loss of RM0.816m (2016: profit of RM10.18m).

 

Earnings Per Share

On a consolidated level, the Group's basic loss per share for the year ended 30 September 2017 was RM0.009 (2016: earnings per share of RM0.0893) based on the weighted number of ordinary shares.

 

Taxation

Green & Smart Sdn Bhd, the operating entity of the Group, is a BioNexus Status Company, granted by the Malaysian Bioeconomy Development Corporation Sdn Bhd (formerly known as Biotechnology Corporation Sdn Bhd). This company is entitled to income tax exemption of the statutory business income derived from approved activities over five consecutive years of assessment commencing from the first year in which Green & Smart Sdn Bhd generates statutory income from relevant approved activities. The tax exemption will expire in the financial year ending 30 September 2018. Thereafter Green & Smart Sdn Bhd is subject to a concessionary tax rate of 20% for the following 10 years on its taxable profits.

 

Cash Flow

Cash and cash equivalents at 30 September 2017 were RM0.095m (30 September 2016: RM2.15m), with the reduction reflecting the use of monies towards the building of fully-owned biogas plants and for working capital purposes.

 

During the year, the Group received an investment of RM6m (approx. £1.14 m at RM5.25 to 1GBP conversion rate) through the issue of new ordinary shares to Malaysian Technology Development Corporation Sdn Bhd, a company wholly-owned by the sovereign wealth fund of the Government of Malaysia that was established to promote and support the commercialisation of technology in Malaysia. The Group also successfully raised £552,759 by way of a private placement of 6,141,778 shares. Additionally, the Group entered into a 12-month loan of approximately RM1.4m (£250,000) with Charles Street Securities Europe LLP. Additionally, post-year end, the Group entered into an agreement and raised c.RM17.0m (approximately £3.21m) gross via a subscription for 51,806,000 shares from Serba Dinamik International Ltd.

 

At 30 September 2017, the Group had debtors of RM76.79m in the form of MGE and CGE before allowance for impairment. Payments of approximately RM29m were received from these parties during the year, which was encouraging, but additional contract billings for the works undertaken during the year had the effect of increasing the overall debtor position compared with the same point of the prior year from RM55.29m to RM76.79m.

 

Due to ongoing financial constraints experienced by CGE and the potential liabilities to which the Group and its Directors would be subject pursuant to CGE's debt financing arrangements, the Directors decided during the year, to limit this exposure by disposing of the Group's equity interest in CGE at cost for a cash consideration of RM1.25m. The Group's investment has been derecognised and the disposal proceeds recognised as a receivable. In addition, the Directors consider that the investment in MGE no longer meets the definition of an associated undertaking and the cost of the Group's investment has been fully impaired and reclassified as an investment in a related entity with a carrying value of nil. 

 

Post-year end, the Group continued to seek to recover monies from MGE and CGE and received postdated cheques of RM9.0m in addition to direct payments being made to suppliers of the Company of RM3.0m. The Directors believe that these debts are recoverable, however, having considered the age profile of the receivable amounts, the Directors have decided to provide RM5.2m for impairment of receivables and investments.

 

 

Outlook

 

The ability of the Group to advance its pipeline of fully-owned projects is very much dependent on the availability of adequate funding and financing. Post-year end, the Group raised c.RM17.0m (approximately £3.21m) gross via a subscription from Serba Dinamik International Ltd, a wholly-owned subsidiary of Serba Dinamik Holdings Berhad, a Malaysia-based investment holding company with a market value of approximately £1bn. However, the Group was expecting this investment in the early part of 2018 and, as a result of the delay, it had to slow down the pace of its operations to a minimum. This had a direct impact on the Group's ability to complete the connection of its second fully-owned plant and commence generating material revenues from it. Consequently, the Group expects to report materially reduced revenues and profit in the current financial year.

 

The economics of the Malpom plant remain robust. In 2019, it is expected to be running at full capacity and generating revenues at the full tariff rate of approximately c.RM570,000 per month, with a total of c.RM112m over the full term of its 16-year contract under the FiT mechanism. The Group's first biogas plant is generating revenues and is expected to generate approximately c.RM104m over the remaining term of its contract.

 

With the Malpom plant due to commence selling power to the national grid at the full tariff rate, alongside the Kahang plant, and the positive developments regarding the Group's financing, the Board remains confident of returning growth next year. Looking further ahead, with the underlying growth drivers of the business showing no sign of abating, the Board is confident of delivering sustained long-term growth and shareholder value.

 

 

GREEN & SMART HOLDINGS plc

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 September

 

 

Audited

 

Audited

2017

2016

ASSETS

Note

RM'000

 

RM'000

NON-CURRENT ASSETS

 

 

 

 

Intangible assets

5

                   899

 

                   954

Investment in associates

6

                   -

 

                     26

Property, plant and equipment

7

             36,544

 

             27,700

Total non-current assets

 

             37,443

 

             28,680

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

Trade and other receivables

8

                   1,875

 

                1,071

Amount owing by contract customers

10

                   401

 

                   551

Amount owing by related parties

9

             71,662

 

             55,422

Cash and cash equivalents

11

                     95

 

                2,153

Total current assets

 

             74,033

 

             59,197

 

 

  

 

 

Total assets

 

           111,476

 

             87,877

 

 

 

 

 

EQUITY

 

 

 

 

Stated capital

12

             43,954

 

             35,142

Foreign translation reserve

 

              (2,987)

 

              (2,657)

Retained profit

 

                10,311

 

             13,007

Merger reserve

 

 (4,028)

 

              (4,028)

Total shareholders' equity

 

             47,250

 

             41,464

Non-controlling interests

 

                     44

 

                     47

Total equity

 

             47,294

 

             41,511

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Trade and other payables

13

             48,140

 

             34,676

Amount owing to contract customers

10

         -

 

                   150

Short-term borrowings

14

                11,161

 

                1,930

Total current liabilities

 

             59,301

 

             36,756

 

 

 

 

 

NON-CURRENT LIABILITY

 

 

 

 

Government grant income

16

                   124

 

                   136

Amount owing to related parties

9

2,555

 

-

Long-term borrowings

18

                476

 

                8,578

Amount owing to directors

19

                1,726

 

                   896

Total non-current liabilities

 

             4,881

 

                9,610

 

 

 

 

 

Total liabilities

 

             64,182

 

             46,366

 

 

 

 

 

Total liabilities and equity

 

           111,476

 

             87,877

 

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

The financial statements were approved by the Board of Directors and authorised for issue on 15 August 2018 and were signed on its behalf by:

 

Saravanan Rasaratnam                                                                                  Navindran Balakrishnan
 

GREEN & SMART HOLDINGS plc

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 September

 

 

 

Audited

 

Audited

2017

2016

 

Note

RM'000

 

RM'000

 

 

 

 

 

Revenue

20

             45,344

 

             67,375

Cost of sales

 

           (33,673)

 

           (50,318)

Gross profit

 

             11,671

 

             17,057

 

 

 

 

 

Other income

 

280 

 

                   197

Less: operating expenses

 

 

 

 

Listing costs

 

 -

 

              (1,936)

Administrative expenses

 

           (13,830)

 

              (5,070)

Other expenses

 

                   (19)

 

                 (119)

 

 

           (13,849)

 

              (7,125)

 

 

 

 

 

Operating (loss)/profit

 

              (1,898)

 

             10,129

 

 

 

 

 

Finance cost

21

                 (800)

 

                   (45)

Share of result in associate undertakings, net of tax

 

  - 

 

                 (156)

(Loss)/profit before taxation

22

              (2,698)

 

                9,928

 

 

 

 

 

Income tax expense

23

                      (1)

 

 -

(Loss)/profit for the year

 

              (2,699)

 

                9,928

 

 

 

 

 

Other comprehensive income/(loss)

 

 

 

 

Items that may be reclassified subsequently to profit or loss:

 

 

Exchange difference on translation of foreign operations

               (330)

 

              (2,657)

Total comprehensive (loss)/income

 

              (3,029)

 

                7,271

 

 

 

 

 

(Loss)/profit for the year attributable to: -

 

 

 

 

- Owners of the company

 

              (2,696)

 

                9,929

- Non-controlling interest

 

              (3)

 

                     (1)

 

 

              (2,699)

 

                9,928

 

 

 

 

 

Total comprehensive (loss)/income attributable to: -

 

 

 

 

- Owners of the company

 

              (3,026)

 

                7,272

- Non-controlling interest

 

              (3)

 

                     (1)

 

 

              (3,029)

 

                7,271

(Loss)/earnings per share:

 

 

 

 

Basic (RM, cents)

25

                (0.94)

 

                  8.93

Diluted (RM, cents)

25

                (0.94)

 

                  8.89

 

 

 

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

All amounts are derived from continuing operations.

 

 

 

GREEN & SMART HOLDINGS plc

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

As at 30 September

 

 

 

Share capital

Foreign translation reserve

Merger reserve

Retained profit

Attributable to owners of the Company

Non- controlling interest

Total equity

 

Note

RM'000

RM'000

RM'000

RM'000

RM'000

RM'000

RM'000

 

 

 

 

 

 

 

 

 

Balance as at 1 October 2015

 

-

-

5,041

3,078

8,119

48

8,167

Profit for the year

 

-

-

-

9,929

9,929

(1)

9,928

Other comprehensive income

 

 

 

 

 

 

 

 

Translation of foreign operations

 

-

(2,657)

-

-

(2,657)

 

(2,657)

Total comprehensive income

 

-

(2,657)

-

9,929

7,272

(1)

7,271

Transaction with owners

 

 

 

 

 

 

 

 

Issuance of shares on Group reconstruction

12

13,069

-

(9,069)

-

4,000

-

4,000

Issuance of placing shares

12

22,073

-

-

-

22,073

-

22,073

Balance at 30 September 2016

 

35,142

(2,657)

(4,028)

13,007

41,464

47

41,511

 

 

 

 

 

 

 

 

 

Loss for the year

 

-

-

-

(2,696)

(2,696)

(3)

(2,699)

Other comprehensive income

 

 

 

 

 

 

 

 

Translation of foreign operations

 

 -

(330)

-

-

(330)

-

(330) 

Total comprehensive loss

 

-

(330)

-

(2,696)

(3,026)

(3)

(3,029)

Transactions with owners

 

 

 

 

 

 

 

 

Issuance of placing shares

12

8,812

-

-

-

8,812

-

8,812

 

 

 

 

 

 

 

 

 

Balance at 30 September 2017

 

43,954

(2,987)

(4,028)

10,311

47,250

44

47,294

 

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

 

GREEN & SMART HOLDINGS plc

CONSOLIDATED STATEMENT OF CASH FLOW

For the year ended 30 September

 

 

 

 Audited

 

 Audited

 

 

2017

 

2016

 

Note

 RM'000

 

 RM'000

CASH FLOW FROM OPERATING ACTIVITIES

 

 

 

 

(Loss)/profit before taxation

 

     (2,698)

 

       9,928

Adjustments for:

 

 

 

 

Amortisation of intangible assets

 

            55

 

            55

Depreciation of equipment

 

       1,029

 

          147

Impairment on investment in associates

 

          26

 

  - 

Impairment on amount owing by associates

 

       5,197

 

  - 

Impairment on other receivables

 

          114

 

  - 

Government grant income

 

          (13)

 

          (13)

Share of loss of associate

 

  -  

 

          156

Gain on disposal of investment

 

(250)

 

-

Interest expenses

 

          795

 

              9

Cash flow from operating activities before working capital changes

 

       4,255

 

    10,282

Decrease/(increase) in trade and other receivables

 

       (918)

 

       1,180

Increase in trade and other payables

 

    13,198

 

    14,219

Increase in amount owing by/to contract customers

 

 - 

 

     (2,072)

Increase in amount owing by related parties

 

(17,632)

 

  (43,215)

Cash flow used in/(from) operating activities

 

     (1,097)

 

  (19,606)

Tax paid

 

            (1)

 

  - 

Interest paid

 

        (795)

 

            (9)

NET CASH FLOW USED IN/ (FROM) OPERATING ACTIVITIES

 

     (1,893)

 

  (19,615)

 

 

 

 

 

CASH FLOW FOR INVESTING ACTIVITIES

 

 

 

 

Investment in associates

6

     (1,000)

 

  - 

Purchase of plant and equipment

 

     (9,933)

 

  (15,260)

NET CASH FLOW USED IN INVESTING ACTIVITIES

 

  (10,933)

 

  (15,260)

 

 

 

 

 

CASH FLOW FOR FINANCING ACTIVITIES

 

 

 

 

Issuance of new ordinary shares

 

       2,809

 

    19,416

Issuance of redeemable convertible preference shares

 

       6,000

 

       4,000

Advances from directors

 

          830

 

  -  

Repayment of hire purchase obligations

 

          (82)

 

          (42)

Drawdown of short term loans

 

       1,493

 

       1,921

Repayment of term loans

 

        (282)

 

        (465)

NET CASH FLOW FROM FINANCING ACTIVITIES

 

    10,768

 

    24,830

 

 

 

 

 

Net decrease in cash and cash equivalents

 

     (2,058)

 

  (10,045)

Cash and cash equivalents at the beginning of the year

 

       2,153

 

    12,198

Cash and cash equivalents at the end of the year

11

            95

 

       2,153

 

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

 

 

 

GREEN & SMART HOLDINGS plc

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2017

 

1.         GENERAL INFORMATION

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

The Company is listed on the AIM market of the London Stock Exchange. The Company's nature of operations is to act as the holding company of 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; and development, commercialisation, operation and maintenance of renewable energy plants.

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

Name

Place of incorporation

Registered address

Principal activity

Effective interest

 

 

 

 

2017

2016

Green & Smart Venture Sdn Bhd

Malaysia

Note 1

Holding company

100%

100%

 

Green & Smart Sdn Bhd

Malaysia

Note 1

EPCC contractor

100%

100%

 

Our Energy Group (M) Sdn Bhd

Malaysia

Note 2

Own & operate Biogas Power Plants

51%

51%

 

Note 1 - registered address: 3-2, 3rd Mile Square, No.151, Jalan Kelang Lama, Batu 3 ½, 58100 Kuala Lumpur.

Note 2 - registered address: 54B Damai Complex, Jalan Lumut, 50400 Kuala Lumpur.

 

2.         basis of preparation

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

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

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

  

Going Concern

The financial statements are required to be prepared on the going concern basis unless it is inappropriate to do so. 

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

The Group made a loss for the year of RM2.70m (2016: profit of RM9.93m) and recorded a net cash outflow from operating activities of RM1.89m (2016: RM19.62m). At the reporting date the Group held cash and cash equivalents of RM0.095m (2016: RM2.15m) and had current liabilities of RM59.30m (2016: RM36.76m).

As described in note 9, amounts of RM76.8m due to the Group from related parties comprise uncollected brought forward balances due from Megagreen Energy of approximately RM21.6m (2016: RM35m) and Concord Green Energy of approximately RM3.9m (2016: RM20.2m). Further debts arose during the financial year from ongoing contracts works of approximately RM25.4m and approximately RM19.4m from Megagreen Energy and Concord Green Energy respectively. After the end of the reporting year, the Group has received postdated cheques of RM9.0m in relation to outstanding receivables and a direct payment of RM3.0m has been made to suppliers of the Group by Megagreen.

Although the Directors consider the amounts owing to be recoverable in full, the uncollected receivables have led to the net cash outflows from operating activities referred to above which, together with capital expenditure of approximately RM9.4m in the year, led to a requirement for additional working capital at the balance sheet date. In the event that the aggregate amounts of approximately RM76.8m (2016: RM55m) owing from Megagreen Energy and Concord Green Energy remain substantially uncollected, the Group will require additional working capital finance. Because of the payment history of these accounts, this represents a material uncertainty in relation to going concern.

The Group raised approximately RM9.12m of net new finance through a private placement program in the year ended 30 September 2017, in addition to a short-term loan of approximately RM1.41m from a UK lender and approximately RM2.04m from its parent company. 

As described in note 35, on 19 July 2018 the Company announced that it had raised approximately RM17m (£3.2m) via the subscription for 51,806,000 new common shares by Serba Dinamik International Ltd, at a price of approximately 6.19 pence per share (the "Subscription"). The net proceeds of the Subscription will be used to advance the development of the Company's third fully-owned biogas power plant at Minyak and for working capital purposes.  

The Directors have prepared financial projections and plans for a period of at least 12 months from the date of approval of these financial statements, taking into account the proceeds of the Subscription, and have considered the mitigating actions that could be taken in the event that the anticipated receipts from Megagreen Energy and Concord Green Energy are not forthcoming in accordance with the assurances provided to the Directors by management of those undertakings.

Based on their review of those financial projections and plans, the Directors consider the going concern basis of preparation to be appropriate.

If the Group was unable to secure sufficient funding to enable it to continue on a going concern basis then adjustments would be necessary to write down assets to their recoverable amounts, reclassify fixed assets and long-term liabilities as current and provide for additional liabilities.

 

New standards, amendments to and interpretations to published standards not yet effect

A number of new standards and amendments to standards and interpretations have been issued but are not yet effective and, in some cases, have not yet been adopted by the EU.

IFRS 9 will impact the measurement of financial instruments, whilst IFRS 15 may have an impact on revenue recognition and related disclosures and IFRS 16 will impact the treatment of an operating lease and its presentation.

The Group plans to adopt these new standards on the required effective date. In the case of IFRS 15 this will be in the financial year ending 30 September 2019. The majority of the Group's revenue is driven by contract revenue. The Group currently recognises revenue from contracts on a percentage completion basis. The Directors are reviewing current and pipeline contracts in order to assess the potential impact of IFRS 15 and developing appropriate systems, internal controls, policies and procedures necessary to collect information for the purpose of disclosure as required by IFRS 15. Revenue from the sale of power is currently recognised on delivery and IFRS 15 is not expected to result in a material change to this.

The adoption of IFRS 16 is not expected to have a material impact on the Group's reported results. The future minimum lease payments under the non-cancellable operating leases is approximately RM2.8m (see note 29).

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 year. 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 Green & Smart Ventures Sdn Bhd ("G&S Venture") for a share for share exchange regarding the ordinary shares in Green & Smart Holdings plc and ordinary shares in G&S Venture.  As a result of this transaction, the ultimate shareholders in the Company received shares in Green & Smart Holdings plc in direct proportion to their original shareholdings in G&S Venture.

The acquisition of G&S Venture 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.

Therefore, although the Group reconstruction completed in May 2016, the consolidated financial statements are presented as if the Group structure has always been in place, including the activity from incorporation of the Group's principal subsidiaries. All entities had the same management as well as controlling shareholders. Accordingly, the comparative amounts for the year ended 30 September 2016 are presented on a proforma basis.

4.         SIGNIFICANT ACCOUNTING POLICIES

4.1       Critical accounting estimates and judgements

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. 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, income 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.

As described in note 9, amounts of approximately RM76.8m due to the Group from related parties, comprising uncollected brought forward balances due from Megagreen Energy of approximately RM21.6m (2016: RM35m) and Concord Green Energy of approximately RM3.9m (2016: RM20.2m). Further debts arose during the financial year from ongoing contracts works of approximately RM25.4m and approximately RM19.3m from Megagreen Energy and Concord Green Energy respectively. Having reviewed the third-party funding arrangements now in place for both Megagreen Energy and Concord Green Energy and having received assurances from the management of Megagreen Energy in relation to the timing of payments over the next twenty-four months, the Directors consider the amounts owing to be recoverable in full.   

Nevertheless, having considered the ageing profile of the amounts involved, the Directors have provided for impairment on certain of those receivables.

c)   Construction contracts

 

As described in note 4.14, the Group's accounting approach reflects a sound judgement as potential losses on contract are being considered and reflected with its probability immediately upon occurrence while contract revenue which cannot be estimated reliably is realised only after confirmed by written agreement. The carrying amounts of the Group's construction contracts due from/(to) customers at the end of the reporting year are disclosed in note 10 including any allowance for impairment if there is a material uncertainty to fully recover costs of each contract.

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

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

4.3.1    Financial Assets

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

a)   Loans and receivables financial assets

 

Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables financial assets, using the effective interest method less impairment. Interest is recognised by applying the effective interest method, except for short-term receivables when the recognition of interest would be immaterial.

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 other than those categorised as fair value through profit or loss.

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

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

a)   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.

b)   Redeemable convertible preference shares ("RCPS")

 

The redeemable convertible preference shares are regarded as compound financial instruments, consisting of a liability component and an equity component. The component of redeemable convertible preference shares that exhibits characteristics of a liability is recognised as a financial liability in the statements of financial position, net of transaction costs. The dividends on those shares are recognised as interest expense in profit or loss using the effective interest method.

On issuance of the redeemable convertible preference shares, the fair value of the liability component is determined using a market rate for an equivalent non-convertible debt and this amount is carried as a financial liability in accordance with the Group's accounting policy.

The residual amount, after deducting the fair value of the liability component, is the equity component and is included in equity, net of transaction costs. The equity component is not remeasured subsequent to initial recognition.

Transaction costs are apportioned between the liability and equity components of the redeemable convertible preference shares in proportion to their initial carrying amounts.

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       investment in associate undertakings

An associate is an entity in which the Group has significant influence but not control or joint control. This is generally the case where the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognised at cost.

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Group's share of the post-acquisition profits or losses of the investee in profit or loss, and the Group's share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.

When the Group's share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.

The carrying value of the investments in associates are reviewed for impairment at the end of the reporting period if events or changes in circumstances indicate that the carrying values may not be recoverable. The cost of the investment includes transaction costs.

However, as described in note 6, the investment in associate undertakings were written off and the resulting gain on disposal was duly reflected in the consolidated accounts.

4.5       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)   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. Capital work in progress is depreciated from the date it is ready to 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

Plant & machinery

20 years

Renovation

5 -10 years

Industrial building

50 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.

c)   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. The revaluation reserve included in equity is transferred directly to retained profits on retirement or disposal of the asset.

4.6       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 finite lives are amortised on straight-line basis over the estimated economic useful lives 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.

b)   Research and development expenditure

 

Research expenditure is recognised as an expense when it is incurred.

Development expenditure is recognised as an expense except that costs incurred on development projects are capitalised as non-current assets to the extent that such expenditure is expected to generate future economic benefits. Such development expenditure is capitalised if, and only if an entity can demonstrate all of the following:

(i)    its ability to measure reliably the expenditure attributable to the asset under development;

(ii)   the product or process is technically and commercially feasible;

(iii) its future economic benefits are probable;

(iv) its intention to complete and the ability to use or sell the developed assets; and

(v)   the availability of adequate technical, financial and other resources to complete the asset under development.

 

Capitalised development expenditure is measured at cost less accumulated amortisation and impairment losses, if any. Development expenditure initially recognised as an expense is not recognised as assets in the subsequent period.

The development expenditure is amortised on a straight-line-method over its expected useful life when the products are ready for sale or use. In the event that the expected future economic benefits are no longer probable of being recovered, the development expenditure is written down to its recoverable amount.

4.7       Impairment

a)   Impairment of Financial Assets

 

All financial assets (other than those categorised at fair value through profit or loss), are assessed at the end of each reporting period whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the asset. For an equity instrument, a significant or prolonged decline in the fair value below its cost is considered to be objective evidence of impairment.

An impairment loss in respect of held-to-maturity investments and loans and receivables financial assets is recognised in profit or loss and is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

b)   Impairment of Non-Financial Assets

 

The carrying values of assets, other than those to which IAS 36: Impairment of Assets does not apply, 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.

4.8       Income Taxes

Income tax for the year 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 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 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.

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.

4.9       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.

 

 

4.10     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 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 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

(i)            Revenue from construction contracts

Revenue from construction contracts is recognised based on the methods as described in note 4.14(i).

(ii)           Sale of goods

Revenue from the sale of goods is recognised upon delivery of products and customers' acceptance, if any.

(iii)         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.

(iv)          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 profit or loss as expenses in the period in which they are incurred.

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

Contract revenue is recognised on the percentage of completion method based on works performed. The stage of completion is measured by reference to the actual cost incurred to date to estimated total cost for each contract.

Where the outcome of a 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 period in which they are incurred.

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

(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.

 

 

5.         INTANGIBLE ASSETS

 

 

Trademarks

 

Patents

 

Total

 

 

 RM'000

 

   RM'000

 

RM'000  

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

At 1 October 2015

 

                1,319

 

                       8

 

                1,327

Addition

 

 -

 

 -

 

 -

At 30 September 2016

 

                1,319

 

                       8

 

                1,327

Addition

 

 -

 

 -

 

 -

At 30 September 2017

 

                1,319

 

                       8

 

                1,327

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

Patents

 

Total

 

 

 RM'000

 

   RM'000

 

RM'000  

 

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

 

At 1 October 2015

 

                   315

 

                       3

 

                   318

Charge for the year

 

                     54

 

                       1

 

                     55

At 30 September 2016

 

                   369

 

                       4

 

                   373

Charge for the year

 

                     54

 

                       1

 

                     55

At 30 September 2017

 

                   423

 

                       5

 

                   428

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

At 30 September 2017

 

                   896

 

                       3

 

                   899

 

 

 

 

 

 

 

At 30 September 2016

 

                   950

 

                       4

 

                   954

 

 

(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 are being amortised over ten (10) years in line with Management's best estimate of their expected useful life.

(b) Patent and/or Product/Technology development expenditure

The Group has a continuous program of development initiatives for wastewater and bio-waste treatment systems/technologies. Development expenditure are capitalised as patent and amortised over a twenty (20) year period which commensurate with the availability of the sales or use of the developed products/technologies.

The Group's capitalisation policy for patents and any other development expenditure requires the periodic review of the carrying values to determine if there has been impairment in value-based expected future cash flows. If it is determined that the carrying value exceeds the recoverable amount, the carrying value of the asset is written down to the recoverable amount.

 

 

 

 

 

 

6.         INVESTMENT IN ASSOCIATES

 

 

2017

 

2016

 

 

RM'000

 

RM'000

 

 

 

 

 

At 1 October

 

                   26

 

                 182

Capital injection in CGE

             1,000

 

                    -  

Disposal

 

           (1,000)

 

 

Impairment loss

                 (26)

 

                    -  

Share of loss of associate

                    -  

 

               (156)

At 30 September

                    -  

 

                   26

 

 

 

 

 

Carrying value of investment in associates

 

 

Concord Green Energy Sdn Bhd (CGE)

                    -  

 

                    -  

Megagreen Energy Sdn Bhd (MGE)

                    -  

 

                   26

           

                       

Name of associate

 

Principal activity

 

Country of incorporation

 

Effective equity interest

 

 

 

 

 

 

2017

2016

Concord Green Energy Sdn Bhd ("CGE")

 

Own & operates Bio-gas power plants

 

Malaysia

 

-

25%

 

 

 

 

 

 

 

 

Megagreen Energy Sdn. Bhd. ("MGE")

 

Own & operates Bio-gas power plants

 

Malaysia

 

15%

15%

 

 

On 11 November 2014, the Group entered into a Shareholder's Agreement with MGE which entitled a Director of the Group to be appointed to the Board of MGE. As a result, it is deemed that from this point the Group could exert significant influence on the financial and operating policies of MGE, and therefore MGE has been accounted for as an associate despite an interest of less than 20%.

During the financial year, the Group contributed a capital investment of RM1m in response to a cash call required by CGE. In September 2017, a decision was made to dispose of the Group's equity interest in CGE for a cash consideration of RM1.25m. The Group's investment has been derecognised and the disposal proceeds recognised as a receivable.

In addition, as the Group was unable to procure the management accounts of MGE, the Directors consider that this investment no longer meets the definition of an associated undertaking. The cost of the Group's investment has been fully impaired and reclassified as an investment in a related entity with a carrying value of nil.   

 

7.         PLANT AND EQUIPMENT

 

 

 

Furniture & Fittings

Renovation

Office Equipment

Capital Work in Progress

Industrial Building

Motor Vehicle

Total

 

 

 

RM'000

RM'000

RM'000

RM'000

RM'000

RM'000

RM'000

At Cost

 

 

 

 

 

 

 

 

At 1 October 2016

 

                   163

                   456

                   141

             26,371

 -

                   732

             27,863

Addition

 

                -   

                     19

                     32

                9,888

 -

                     75

             10,014

Adjustment

 

                     (4)

                 (131)

                     (6)

                -   

 -

                -   

                 (141)

Reclassified to Industrial Building

 

                -   

                -   

                -   

           (21,587)

             21,587

                -   

                - 

At 30 September 2017

 

                   159

                   344

                   167

             14,672

             21,587

                   807

             37,736

Less: Accumulated Depreciation

 

 

 

 

 

 

 

 

At 1 October 2016

 

                     15

                     35

                     26

                -   

                -   

                     87

                   163

Charge for the year

 

                     17

                     23

                     26

                -   

                   810

                   153

                1,029

 

 

                    

                  

                    

                 

                 

             

              

At 30 September 2017

 

                     32

                     58

                     52

                -   

                   810

                   240

                1,192

Carrying Amount

 

 

 

 

 

 

 

 

At 30 September 2017

 

                   127

                   286

                   115

             14,672

             20,777

                   567

             36,544

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Furniture & Fittings

Renovation

Office Equipment

Capital Work in Progress

Industrial Building

Motor Vehicle

Total

 

 

 

RM'000

RM'000

RM'000

RM'000

RM'000

RM'000

RM'000

At Cost

 

 

 

 

 

 

 

 

At 1 October 2015

 

                     75

                   124

                     25

             11,542

                -   

                -   

             11,766

Addition

 

                     88

                   332

                   116

             14,829

                -   

                   732

             16,097

At 30 September 2016

 

                   163

                   456

                   141

             26,371

                -   

                   732

             27,863

Less: Accumulated Depreciation

 

 

 

 

 

 

 

 

At 1 October 2015

 

                       3

                       4

                       9

                -   

                -   

                -   

                     16

Charge for the year

 

                     12

                     31

                     17

                -   

                -   

                     87

                   147

At 30 September 2016

 

                     15

                     35

                     26

                -   

                -   

                     87

                   163

Carrying Amount

 

 

 

 

 

 

 

 

At 30 September 2016

 

                   148

                   421

                   115

             26,371

                -   

                   645

             27,700

 

7.         PLANT AND EQUIPMENT (CONT'D)

(a)   Included in the assets of the Group at the end of the reporting period were motor vehicles with a total net book value of RM 566,628 (2016: RM 645,100), which were acquired under hire purchase terms.

 

(b)   Capital work-in-progress represents biogas power plant under construction. It is subject to depreciation only when completed and ready for use. Total capitalised interest included in the work-in-progress amounts to RM546,202 (2016: RM376,637). During the year, a fully constructed biogas plant, amounting to approximately RM21,587,000, was reclassified as an industrial building with a depreciation policy as set out in note 4.5 (b).

 

(c)   Industrial building with carrying amount of approximately RM20,777,000 (2016: RM NIL) and Capital Work in Progress with carrying amount of approximately RM14,672,000 (2016: RM26,371,000) are pledged against the banking facility (note 17).

(d)   Acquisition of plant and equipment: -

 

 

 

2017

 

2016

 

 

 

RM'000

 

RM'000

 

 

 

 

 

 

Cash paid to acquire property, plant and equipment

                9,933

 

             15,260

 

 

 

 

 

 

               

 

 

 

8.         TRADE AND OTHER RECEIVABLES

 

 

 

2017

 

2016

 

 

RM'000

 

RM'000

 

 

 

 

 

Trade receivables

 

                   104

 

                      -  

Other receivables       

                1,768

 

                 622

Less: allowance for impairment loss

 

                 (414)

 

                 (300)

 

 

                1,458

 

                   322

Prepayment

 

                     42

 

                   376

Deposit

 

                   375

 

                   373

 

 

                1,875

 

                1,071

 

 

 

 

 

Allowance for impairment losses

 

 

 

 

Opening balance

 

                 (300)

 

                 (300)

Addition during the year

 

                 (114)

 

                      -  

Closing balance

 

                 (414)

 

                 (300)

 

a)    The Group's normal credit terms range from 90 to 120 days (2016: 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.

 

 

 

 

 

9.         AMOUNTS OWING BY / (TO) RELATED PARTIES

Party

Relationship

Trade Receivables

Other Receivables

Other Payables

Total

 

 

RM'000

RM'000

RM'000

RM'000

2017

 

 

 

 

 

Megagreen Energy Sdn Bhd

Related party

             48,660

                2,485

                      -  

             51,145

Concord Green Energy Sdn Bhd

Related party

             24,398

                1,250

                      -  

             25,648

 

 

             73,058

                3,735

                      -  

             76,793

Less: Allowance for

impairment loss

              (5,197)

                      -  

                      -  

              (5,197)

 

 

             67,861

                3,735

                      -  

             71,596

Makmur Hidro Sdn Bhd.

Related party

 

                     66

                      -  

                     66

 

 

             67,861

                3,801

                      -  

             71,662

K2M Ventures Sdn Bhd

Ultimate

                      -  

                      -  

              (2,555)

              (2,555)

holding co.

 

 

                      -  

                      -  

              (2,555)

              (2,555)

 

 

 

 

 

 

 

 

             67,861

                3,801

              (2,555)

             69,107

 

 

 

 

 

 

 

 

 

 

 

 

Party

Relationship

Trade Receivables

Other Receivables

Other Payables

Total

 

 

RM'000

RM'000

RM'000

RM'000

2016

 

 

 

 

 

Megagreen Energy Sdn Bhd

Associate

             35,069

                      -  

                      -  

             35,069

Concord Green Energy Sdn Bhd

Associate

             20,221

                      -  

                      -  

             20,221

 

 

             55,290

                      -  

                      -  

             55,290

 

 

 

 

 

 

Makmur Hidro Sdn Bhd.

Related party

                      -  

                     63

                      -  

                     63

Saravanan Rasaratnam

Director

                      -  

                     35

                      -  

                     35

K2M Ventures Sdn Bhd

Ultimate

                      -  

                     34

                      -  

                     34

holding co.

 

 

                      -  

                   132

                      -  

                   132

 

 

 

 

 

 

 

 

             55,290

                   132

                      -  

             55,422

 

 

 

2017

 

2016

 

 

RM'000

 

RM'000

Allowance for impairment losses

 

 

 

Opening balance

                    -  

 

                    -  

Movement for the year

             5,197

 

                    -  

Closing balance

 

             5,197

 

                    -  

 

 

 

 

Amounts owing by related parties principally comprise uncollected balances due from Megagreen Energy Sdn Bhd ("MGE") and Concord Green Energy Sdn Bhd ("CGE"). 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 are analysed as follows:

 

 

 

2017

 

2016

RM'000

RM'000

 

 

 

 

 

Not past due

 

             47,041

 

             20,221

Past due by less than 3 months

 

 - 

 

             18,126

Past due by less than 3 - 6 months

 

 -

 

                8,016

Past due by 6 months and above

 

             26,017

 

                8,927

 

 

             73,058

 

             55,290

 

Post-year end, the Group has received postdated cheques of RM9.0m in addition to a direct payment of RM3.0m to suppliers of the Company by MGE. Having considered the ageing profile of the amounts in question, the Directors have made a provision of RM5.2m against certain of the receivables.

 

10.       DUE FROM / (TO) CUSTOMERS FOR CONSTRUCTION CONTRACTS

 

 

2017

 

2016

 

 

RM'000

RM'000

 

 

 

 

 

Aggregate cost incurred to date

 

             52,669

 

             20,782

Add: attributable profits

 

             18,386

 

             5,895

 

 

       71,055

 

             26,677

Less: progress billings

 

          (70,654)

 

           (26,276)

 

 

             401

 

                   401

Represented by:

 

 

 

 

Amounts owing by contract customers

 

             401

 

                   551

Amounts owing to contract customers

 

                 -

 

                 (150)

 

At 30 September 2017, the Group had trade amounts owing by related parties and from contract customers of approximately RM76.79m (2016: RM55.3m). These amounts are due from MGE and CGE.

 

11.       CASH AND CASH EQUIVALENTS

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

 

 

2017

 

2016

 

 

RM'000

 

RM'000

 Cash and bank balances

 

95

 

2,153

           

 

 

 

 

12.       STATED CAPITAL

 

 

No. of shares

 

RM'000

Issued and Fully Paid-Up

 

 

 

 

1 October 2015

 

                       2

 

 -

Issuance of shares:

 

 

 

 

On 20 January 2016

 

                   100

 

 -

On 6 May 2016 - share exchange agreement

 

   232,222,120

 

             13,069

On 6 May 2016 - on AIM admission

 

      44,444,445

 

             24,531

Less: transaction costs

 

                         -

 

              (2,458)

30 September 2016

 

   276,666,667

 

             35,142

 

 

 

 

 

Issuance of shares:

 

 

 

 

On 19 December 2016

 

      10,761,367

 

                  6,000

On 19 June 2017

 

        6,141,778

 

                3,083

Less: transaction costs

 

                         -

 

              (271)

30 September 2017

 

   293,569,812

 

             43,954

               

Pursuant to a resolution of the Board which form part of the Group's restructuring exercise in preparation for the Company's listing on the AIM market London Stock Exchange, the Company had on 20 January 2016 acquired the complete interest in Green & Smart Ventures Sdn Bhd via the issuance of 100 Ordinary Shares.

Pursuant to a resolution of the Board and in accordance with the terms as specified in the Share Exchange Agreement dated 6 May 2016, which form part of the Group's restructuring exercise in preparation for the Company's listing on the AIM market London Stock Exchange, the Company on 6 May 2016 completed the share exchange exercise by issuing and allotting 232,222,120 Ordinary Shares.

On 6 May 2016, the Company issued a further 44,444,445 Ordinary Shares (representing 16.06% of the Company's enlarged share capital) at 9 pence per Ordinary Share to raise £4,000,000, in conjunction with the Admission to AIM of the Company's enlarged share capital. The costs associated with the share issue, amounting to £424,518 have been deducted from the Company's stated capital.

On 19 December 2016, the Company issued a further 10,761,367 Ordinary Shares at a subscription price of 10.62 pence per Subscription Share pursuant to a Share Swap Agreement dated the same to MTDC. This followed the conversion by MTDC of 6,000,000 Preference Shares in Green & Smart Sdn Bhd, acquired pursuant to an Investment Agreement dated 16 December 2016. At that date of the share issuance, MTDC holds 19,476,367 shares in the Company, amounting to 6.78% of the enlarged issued share capital of the Company, which stood at 287,428,034.

During the financial year on 19 June 2017, the Company issued a further 6,141,778 Ordinary Shares (representing approximately 2.1% of the Company's issued share capital as enlarged by the Shares) at 9p per Ordinary Share to raise approximately RM3.12 million (£552,759, at an exchange rate of RM5.6461 to £1) and 5,848,664 five year warrants (exercisable at 9.25 pence per share) to subscribe in aggregate up to 5,848,664 Shares.

At 30 September 2017, the Company's issued share capital was 293,569,812 ordinary shares.

                Redeemable convertible preference shares ("RCPS")      

In 2016, Green & Smart Sdn Bhd issued 4,000,000 redeemable convertible preference shares of RM0.10 each, for RM1.00 each. On 6 May 2016, pursuant to the Share Exchange Agreement, these redeemable convertible preference shares were converted into the equity of Green & Smart Sdn Bhd prior to it being share swapped with the equity of Green & Smart Holdings plc.

13.       TRADE AND OTHER PAYABLES

 

 

2017

 

2016

RM'000

RM'000

 

 

 

 

 

Trade payable

 

             15,016

 

             33,857

GST payables

 

2,612

 

-

Contract cost

 

29,399

 

-

Net wages

 

187

 

-

Other payable and accruals

 

             926

 

                   819

 

 

             48,140

 

             34,676

 

The normal credit terms granted to the Group by the suppliers are 90 days (2016: 90 days) from invoice date.

Included in sundry payable is an amount of RM NIL (2016: RM237,246) payable for purchase of plant & equipment (note 7(d)).

 

14.       SHORT TERM BORROWINGS

 

 

2017

 

2016

 

 

RM'000

 

RM'000

 

 

 

 

 

Mezzanine loan

 

1,412

 

-

Hire purchase payables (note 15)

 

81

 

70

Term loans (note 17)

 

9,668

 

1,860

 

 

11,161

 

1,930

                               

On 25 April 2017, the Group procured a 12-month mezzanine loan of approximately RM1.4m (£250,000) with a UK-based lender at an interest of 1% per month for working capital purposes. As at year end, the principle remains outstanding.

 

15.       HIRE PURCHASE PAYABLES

 

 

 

2017

 

2016

 

 

RM'000

 

RM'000

Minimum hire purchase payments:

 

 

 

 

- not later than one year

 

                    110

 

                     98

- later than one year and not later than five years

                   440

 

                   393

- later than five years

 

                   133

 

                   185

 

 

                   683

 

                   676

Less: Future finance charges

 

                 (126)

 

                 (118)

 

 

                   557

 

                   558

 

 

 

 

 

Current

 

 

 

 

Not later than one year (note 14)

 

81

 

                     70

Non-current (note 18)

 

 

 

 

Later than one year and not later than five years

                   421

 

                   321

Later than five years

 

55

 

                   167

 

 

                   476

 

                   488

 

 

                   557

 

                   558

               

The hire purchase payables of the Company at the end of the reporting period bore effective interest rates ranging from 5.20% to 5.36% (2016: 5.20% - 5.36%).

16.       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 financial year ended 30 September 2017, an amortised amount of RM12,500 was recognised (2016: RM12,500) as other income in profit or loss.

17.       TERM LOAN

 

 

2017

 

2016

 

 

RM'000

 

RM'000

Current (note 14)

 

 

 

 

Not later than one year

 

                9,668

 

                1,860

 

 

 

 

 

Non-Current (note 18)

 

 

 

 

Later than 1 year and not later than 2 years

 

                -

 

  1,860

Later than 2 years and not later than 5 years

 

                -

 

  5,580

Later than 5 years

 

                     -

 

                   650

 

 

                -

 

                8,090

 

 

                9,668

 

                9,950

 

                The term loans are secured against: -

(i)            Capital work-in-progress as disclosed in note 7(c) to the financial statement;

(ii)           Fixed and floating charge over present and future assets;

(iii)         A guarantee by Credit Guarantee Corporation Berhad ("CGC");

(iv)         Corporate guarantee from holding company; and

(v)           Joint and several guarantees by the directors.

 

During the current financial year, due to financial constraints the Group delayed its repayment on the term loans. Because the lender is in a position to declare the term loans outstanding of RM9,668,127 as immediately due and payable as at 30 September 2017, the entire term loans was reclassified as a current liability. On 17 October 2017, the Group received a supplemental letter of offer from the lender to vary the terms and conditions of the facility and reschedule the repayment period.

 

18.       LONG TERM BORROWINGS

 

 

2017

 

2016

 

 

RM'000

 

RM'000

 

 

 

 

 

Hire purchase payables (note 16)

 

                   476

 

                   488

Term loans (note 17)

 

                -

 

                8,090

 

 

                476

 

                8,578

 

19.       AMOUNT OWING TO DIRECTORS

The amount owing to directors in unsecured, interest free with no fixed terms of repayment.

20.       REVENUE

Revenue represents contract revenue recognised based on percentage of completion method and the net invoiced value of goods sold, after allowances for returns and trade discounts.

 

 

2017

 

2016

 

 

RM'000

 

RM'000

 

 

 

 

 

Contract revenue recognised based on percentage of completion method

 

             44,378

 

             67,375

Net invoiced value of power sold

 

                   966

 

 -

 

 

             45,344

 

             67,375

 

21.       FINANCE COSTS 

 

 

2017

 

 

 

RM'000

 

 

 

 

 

 

Bank charges

 

                       5

 

                       7

Bank guarantee charges

 

 - 

 

                     29

Hire purchase interest

 

                     18

 

                       9

Short term loan interest

 

155

 

-

Term loan interest

 

                   622

 

 - 

 

 

                   800

 

                     45

 

22.       PROFIT / (LOSS) BEFORE TAXATION

                       

 

 

2017

 

2016

 

 

RM'000

 

RM'000

 

 

 

 

 

Profit/(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 

                   337

 

                   236

     Non-audit fees payable to Company's auditor relating

 

 

     to the transaction services

 

                     15

 

                   600

Allowance for impairment losses: -

 

 

 

 

    Investment in associates

 

          26

 

-

    Amount owing by associates

 

       5,197

 

-

    Other receivables

 

          114

 

-

Amortisation of intangible assets

 

                     55

 

                     55

Depreciation of equipment

 

                1,029

 

                   147

Rental of premises

 

                   152

 

                   156

Rental of equipment

 

                       8

 

                     13

Rental of motor vehicles

 

                   243

 

                   229

Unrealised loss on foreign exchange

 

                   86

 

-

Realised gain on foreign exchange

 

                   (13)

 

                 (175)

Waiver of debt

 

(506)

 

-

Government grant income

 

                   (13)

 

                   (13)

           

 

 

23.       INCOME TAX EXPENSE

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

Green & Smart Sdn Bhd ("G&S") is granted BioNexus status by a government agency, namely the Malaysian Biotechnology Corporation Sdn. Bhd. Therefore, G&S is entitled to tax exemption on the statutory business income derived from approved activities over five consecutive years of assessment commencing from the first year in which G&S generates statutory income from the relevant approved activities.

A reconciliation of income tax expense applicable to the profit before taxation at the statutory tax rate to income tax expense at the effective tax rate of the Group is as follows: -

 

 

 

 

 

 

 

2017

 

2016

 

 

RM'000

 

RM'000

 

 

 

 

 

(Loss)/profit before taxation

           (2,698)

 

             9,928

 

 

 

 

 

Tax at the statutory tax rate of 24% (2016:24%)

           (647)

 

             2,383

Tax effect of:

 

 

 

 

Non-deductible expenses

             2,420

 

                 111

Unrelieved tax losses

                    -  

 

                   39

Tax rate differential

                    -  

 

                 762

Tax exempt income

 

           (4,470)

 

           (3,295)

Under provision of income tax in the previous financial year

                     -

 

                    -  

Income tax expenses for the year

                   1

 

                    -  

 

Domestic income tax is calculated at the Malaysian statutory tax rate of 24% (2016: 24%) of the estimated assessable profit for the financial year.

Subject to the agreement of the Inland Revenue Board, at 30 September 2017, the Group has deferred tax assets not recognised in the financial statements for the following item under the liability method:-

 

 

2017

 

2016

 

 

RM'000

 

RM'000

 

 

 

 

 

Unabsorbed tax losses

 

                1,260

 

                1,260

                               

 

 

 

No deferred tax assets are recognised in the financial statements for the above item as it is not probable that taxable profits will be available against which the deductible temporary differences can be utilised. The unused tax losses do not expire under current tax legislation. The availability of unused tax losses for offsetting against future taxable profits in Malaysia are subject to there being no substantial changes in shareholdings of the subsidiary undertakings under the Income Tax Act 1967 and the application of guidelines issued by the tax authorities.

 

 

 

24.       RELATED PARTY TRANSACTIONS

(a)   Identities of Related Parties

Parties are considered to be related to the Company if the Company 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 Company and the party are subject to common control.

In the year ended 30 September 2016, Megagreen Energy and Concord Green Energy were considered to be associated undertakings by virtue of the Group's shareholding of 15% and 25% respectively and the exercise by the Group of significant influence. Although the Group has disposed of its 25% holding in Concord Green Energy and no longer considers that it exercises significant influence over Megagreen Energy, those shareholdings persisted in the year ended 30 September 2017 and the relationships are therefore disclosed as related parties.   

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

(b)   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 year: -

 

 

 

 

 

 

 

2017

 

2016

 

 

RM'000

 

RM'000

 

 

 

 

 

Megagreen Energy Sdn. Bhd.

 

 

 

 

- Contract revenue

 

             25,060

 

             47,154

- Amounts owing by related parties

 

             47,383

 

             35,069

 

 

 

 

 

Concord Green Energy Sdn. Bhd.

 

 

 

 

- Contract revenue

 

             19,318

 

             20,221

- Amounts owing by related parties

 

              24,213

 

             20,221

 

 

 

 

 

Amount owing (to) K2M Ventures Sdn. Bhd

 

              (2,555)

 

                     34

 

 

 

 

 

Amount owing from Makmur Hidro

 

                     66

 

                    63

 

 

 

 

 

Net amount owing (to) Saravanan Rasaratnam 

                 (396)

 

                 (219)

 

 

 

 

  

Amount owing (to) Navindran Balakrishnan

 

                 (593)

 

                 (451)

 

Included in amount owing to K2M Ventures Sdn Bhd is a loan of approximately RM2.04m (£355,000) which is interest free with no fixed terms of repayment.

(c)  Compensation of key management personnel

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

 

 

2017

 

2016

 

 

RM'000

 

RM'000

 

 

 

 

 

Short-term employee benefits

 

                1,673

 

                   397

Defined contribution plan (EPF)

 

                   167

 

                     91

 

 

                1,840

 

                   488

 

Included in the total key management personnel

 

 

 

 

compensation are:-

 

 

 

 

 

 

 

 

 

Directors' remuneration 

 

                 1,077

 

                   877 

Executive Directors' Fees

 

                   455

 

                   241

Non-Executive Directors' Fees

 

455

 

241

 

 

               1,987

 

               1,359   

 

The highest paid 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:

 

 

2017

 

2016

 

 

 

 

 

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

 

         (2,696)

 

                9,929

 

 

 

 

 

Weighted average shares in issue for

 

   286,273,137

 

   111,147,571

basic earnings per share

 

 

 

 

 

 

 

 

 

Adjustment for:

 

 

 

 

Warrants instruments

 

        2,845,503

 

           536,702

 

 

 

 

 

Weighted average shares in issue for

 

 

 

 

diluted earnings per share

 

   289,118,640

 

   111,684,274

 

 

 

 

 

Basic earnings per share (RM - cent)

 

(0.94)

 

8.93

Diluted earnings per share (RM - cent)

 

(0.94)

 

8.89

 

Diluted EPS amounts are 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 outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares and issued warrants into ordinary shares. The potential ordinary shares are anti-dilutive and therefore the diluted loss per share has not been calculated.

26.       RESERVES

(a)  Foreign currency translation reserves

 

The foreign exchange 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 reorganisation 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 new holding company has been accounted for as a capital reorganisation using the merger accounting principles prescribed under current UK GAAP. Therefore, the consolidated financial statements of Green & Smart Holdings 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:-

 

 

2017

 

2016

 

 

RM'000

 

RM'000

 

 

 

 

 

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

 

33,446

 

36,807

 

The Group has provided Megagreen Energy with a corporate guarantee in support of a loan facility. As the Group has only a 15% interest in Megagreen, it has no effective control over whether any claim may be made under this guarantee. Credit Guarantee Corporation Malaysia Berhad has confirmed that repayment of the 60% of the amount borrowed by Megagreen under the facility is guaranteed by Credit Guarantee Corporation Malaysia Berhad up to June 2025 pursuant to the Green Technology Financing Scheme - established by the Malaysian government. On that basis, the Directors expect the exposure of G&S under the guarantee to be limited to approximately RM14.1m (2016: RM14.1m).

28.       CAPITAL COMMITMENT

            At 30 September, the Group had the following capital commitments in respect to plant & equipment:

 

 

2017

 

2016

 

 

RM'000

 

RM'000

 

 

 

 

 

Approved and contracted for construction of plant and equipment

 

11,880

 

21,024

           

 

 

29.       OPERATING LEASE COMMITMENT

The Company leases a number of office premises, motor vehicles and equipment under non-cancellable operating leases. The future minimum lease payments under the non-cancellable operating leases are as follows: -  

           

 

 

2017

 

2016

 

 

RM'000

 

RM'000

 

 

 

 

 

Not later than one year

 

       306

 

       323

Later than one year and not later than five years

       987

 

    1,291

Later than five years

 

    1,543

 

    1,521

 

 

                2,836

 

                3,135

 

 

30.       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 is as follows:

 

Business Segments

Consulting & contract

Power

Others

Total

 

RM'000

RM'000

RM'000

RM'000

2017

 

 

 

 

Consulting and contract revenues

         44,378

                  -  

                  -  

         44,378

Power sold

                  -  

              966

                  -  

              966

Group revenues

         44,378

              966

                  -  

         45,344

 

 

 

 

 

Gross Profit/(Loss)

         12,491

          (1,326)

                  -  

         11,165

Net Profits/(Loss)

           (1,186) 

         (1,510)

-

         (2,696)

 

 

 

 

 

Segment Assets

         72,097

         36,704

           2,675

       111,476

Segment Liabilities

         36,809

         15,347

         12,026

         64,182

Capital Expenditure

-

9,872

-

9,872

Depreciation and amortisation

                 269   

            815  

              219

           1,029

 

 

 

 

 

 

 

 

 

 

Business Segments

Consulting & contract

Power

Others

Total

 

RM'000

RM'000

RM'000

RM'000

2016

 

 

 

 

Consulting and contract revenues

         67,375

                  -  

                  -  

         67,375

Power sold

                  -  

                  -  

                  -  

                  -  

Group revenues

         67,375

                  -  

                  -  

         67,375

 

 

 

 

 

Gross Profit/(Loss)

         17,057

                  -  

                  -  

         17,057

Net Profits/(Loss)

9,928

                  -  

          -

           9,928

 

 

 

 

 

Segment Assets

         55,791

                  -  

         32,086

         87,877

Segment Liabilities

         33,857

                  -  

         12,509

         46,366

Capital Expenditure

-

         16,097

-

         16,097

Depreciation and amortisation

147

                  -  

             -

              147

 

  

(b)   Information about major customers

 

During the year, the following customers contributed more than 10% of the revenue for the Group:

 

 

 

2017

 

2016

 

 

RM'000

 

RM'000

 

 

 

 

 

Megagreen Green Sdn Bhd

 

             25,060

 

             47,154

Concord Green Energy Sdn Bhd

 

             19,318

 

             20,221

 

 

             44,378

 

             67,375

 

31.       WARRANT INSTRUMENTS

 

 

2017

2016

 

 

Average exercise price per warrants

Number of warrants

Average exercise price per warrants

Number of warrants

 

 

 

 

 

 

At 1 October

 

0.09p

   1,383,333

-

 -

Granted during the year

0.0925p

   5,848,680

0.09p

   1,383,333

Exercised during the year

             -  

                  -  

             -  

                  -  

Forfeited during the year

             -  

                  -  

             -  

                  -  

As at 30 September

 

0.092p 

   7,232,013

0.09p

   1,383,333

 

On 6 May 2016, the Company granted 1,383,333 warrants to S.P. Angel Corporate Finance LLP, the Company's nominated adviser, at the exercise price of 9 pence each with expiring date of 5 years.

On 19 June and 28 June 2017, the Company issued 5,848,680 warrants to subscribers to a private placing arranged by Charles Street Securities Europe LLP ("CSS") and to CSS as part of the fee arrangements for arranging the placement. Of the total warrants issued, 2,777,778 were issued to CSS as fees payable in connection with that placement. The warrants issued to subscribers are outside the scope of IFRS2. In accordance with IFRS2 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.

32.       ULTIMATE CONTROLLING PARTIES

Although K2M Ventures Sdn Bhd held 50.02% of the Company's share capital at the reporting date, as that entity is jointly controlled by Saravanan Rasaratnam and Navindran Balakrishnan, the Directors consider there is no ultimate controlling party.

  

33.       FINANCIAL INSTRUMENTS

The Group's activities are exposed to a variety of market risk (including foreign currency risk, interest rate risk and equity price risk), credit risk and liquidity risk. 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:

 

 

2017

 

2016

 

 

RM'000

 

RM'000

Financial Assets

 

 

 

 

Loans and receivables

 

 

 

                     

Trade receivables 

 

104

 

-

Other receivables and deposits

 

                1,729

 

                695

Amount owing by contract customers

             401

 

                   551

Amount owing by related parties

 

71,662

 

55,422

Cash and bank balances

 

                     95

 

                2,153

 

 

             73,991

 

             58,821

 

 

 

 

 

Financial Liabilities

 

 

 

 

Other financial liabilities

 

 

 

 

Trade payables

 

             15,016

 

             33,857

Other payables and accruals

 

             33,124

 

                   819

Amount owing to contract customers

                   -

 

                   150

Amount owing to related parties

 

2,555

 

-

Amount owing to directors

 

                1,726

 

                   896

Hire purchase payables

 

                   557

 

                   558

Term loans

 

                11,080

 

                9,950

 

 

             64,058

 

             46,230

 

33.1     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.

33.1.1  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.

 

33.       FINANCIAL INSTRUMENTS (CONT'D)

 

33.1.1  Market Risk (cont'd)

 

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

 

 

USD

GBP

EURO

RM

TOTAL

2017

 

RM'000

RM'000

RM'000

RM'000

RM'000

Financial Assets

 

 

 

 

 

 

Trade receivables

 

                      -  

                      -  

                      -  

                   104

                   104

Other receivables and deposit

 

                      -  

                     26

                      -  

                   1,703

                   1,729

Amount owing by contract customers

                      -  

                      -  

                      -  

                   401

                   401

Amount owing by related parties 

 

                 -  

                      -  

                      -  

             71,662

71,662

Cash and bank balance

 

                       1

                     13

                      -  

                     81

                     95

 

 

1

                     39

                      -  

             73,951

             73,991

Financial Liabilities

 

 

 

 

 

 

Trade payables

 

                3,153

                1,586

                3,332

                6,945

             15,016

Other payables and accruals

 

                      -  

                   334

                      -  

             32,790

             33,124

Amount owing to related parties

 

2,005

-

-

550

2,555

Amount owing to directors

 

                      -  

                1,217

                      -  

                   509

                1,726

Hire purchases

 

                      -  

                -

                      -  

                557

             557

Term loans

 

                      -  

1,412

                      -  

                   9,668

                  11,080

 

 

                5,158

                4,549

                3,332

             51,019

             64,058

 

 

 

 

 

 

 

Net financial assets/(liabilities)

              (5,157)

              (4,510)

                (3,332)  

             22,932

                9,933

Less: Net financial liabilities denominated

 

 

 

 

 

in the Company's functional currency

                      -  

                      -  

                      -  

           (22,932)

           (22,932)

Currency exposure

 

              (5,157)

              (4,510)

                 (3,332)  

                      -  

           (12,999)

 

 

 

33.       FINANCIAL INSTRUMENTS (CONT'D)

33.1.1  Market Risk (cont'd)

 

 

 

USD

GBP

EURO

RM

TOTAL

2016

 

RM'000

RM'000

RM'000

RM'000

RM'000

Financial Assets

 

 

 

 

 

 

Other receivables and deposits

 

                      -  

                      -  

                      -  

                695

                695

Amount owing by contract customers

                      -  

                      -  

                      -  

                   551

                   551

Amount owing by related parties

                      -  

                      -  

                      -  

                 55,422

                 55,422

Cash and bank balance

 

                       1

                1,874

                      -  

                   278

                2,153

 

 

                       1

                1,874

                      -  

             56,946

             58,821

Financial Liabilities

 

 

 

 

 

 

Trade payables

 

                3,639

                      -  

                4,308

             25,910

             33,857

Other payables and accruals

 

                      -  

                      -  

                      -  

                   819

                   819

Amount owing to contract customers

                      -  

                      -  

                      -  

                   150

                   150

Amount owing to directors

 

                      -  

                      -  

                      -  

                   896

                   896

Short term loan

 

                      -  

                      -  

                      -  

                   558

                   558

Term loans

 

                      -  

                      -  

                      -  

                9,950

                9,950

 

 

                3,639

                      -  

                4,308

             38,283

             46,230

 

 

 

 

 

 

 

Net financial liabilities

 

              (3,638)

                1,874

              (4,308)

             18,663

             12,591

Less: Net financial liabilities denominated

 

 

 

 

 

in the Company's functional currency

                      -  

                      -  

                      -  

           (18,663)

           (18,663)

Currency exposure

 

              (3,638)

                1,874

              (4,308)

                      -  

              (6,072)

 

  

33.       FINANCIAL INSTRUMENTS (CONT'D)

 

33.1.1  Market Risk (cont'd)

 

(a)        Foreign Currency Risk (cont'd)

 

The following details the sensitivity analysis of the Group's profit after tax to a reasonably possible change in the foreign currencies at the end of the reporting period with all other variables held constant:

 

 

 

 

 

 

 

 Increase/(Decrease)

 

 

 

 

 

 

 

2017

 

2016

 

 

RM

 

RM

 

 

 

 

 

Effects on Profit After Taxation

 

 

 

 

USD/RM

 

 

 

 

- strengthened by 1%

 

 (51)

 

                   (36)

- weakened by 1%

 

 51

 

                     36

GBP/RM

 

 

 

 

- strengthened by 1%

 

 45

 

         (19)

- weakened by 1%

 

 (45)

 

           19

EUR/RM

 

 

 

 

- strengthened by 1%

 

 33

 

           (43)

- weakened by 1%

 

 (33)

 

             43

 

 

A weakening of the above currencies against Ringgit Malaysia at the reporting date would have had the equal but opposite effect on the above currencies to the amounts shown above, with all other variables held constant.

(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.

 

 

33.1.2  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 ongoing 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 monitors its 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.

Credit risk concentration profile

The Group's major concentration of credit risks relates to the amount owing by 2 (2016: 2) customers which constitutes approximately 98% (2016: 100%) of its trade & other receivables at the end of the reporting year.

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

At the end of the reporting year, 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.

 

 

33.       FINANCIAL INSTRUMENTS (CONT'D)

33.1.3  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:

 

 

 

Effective interest rate

Carrying amount

Contractual undiscounted cashflow

Within 1 year

1-5 years

 

 

%

RM'000

RM'000

RM'000

RM'000

2017

 

 

 

 

 

 

Trade payables

 

 -

             15,016

             15,016

             15,016

  - 

Other payables and accruals

 

 -

             33,124

             33,124

             33,124

  - 

Amount owing to related parties

 

-

2,555

2,555

2,555

 

Amount owing to directors

 

 -

                1,726

                1,726

  - 

                1,726

Hire purchase payables

 

 6.4 - 6.9

                   557

                   557

                     81

                   476

Term loans

 

 5.0 - 8.0

             11,080

             11,080

             11,080

                      -  

 

 

 

             64,058

             64,058

             61,856

                2,202

 

 

 

 

 

 

 

2016

 

 

 

 

 

 

Trade payables

 

 -

             33,857

             33,857

             33,857

  - 

Other payables and accruals

 

 -

                   819

                   819

                   819

  - 

Amount owing to directors

 

 -

                   896

                   896

  - 

                   896

Hire purchase payables

 

 5.2 - 5.4

                   558

                   558

                     70

                   488

Term loans

 

 5.0 - 8.0

                9,950

                9,950

                1,860

                8,090

 

 

 

             46,080

             46,080

             36,606

                9,474

 

 

 

 

 

33.       FINANCIAL INSTRUMENTS (CONT'D)

33.1.4  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 Instrument

 

Fair Value of Financial Instrument

 

Total

Carrying

 

 

Carried at Fair Value

 

Not Carried at Fair Value

 

Fair Value

Amount

 

 

Level 1

Level 2

Level 3

 

Level 1

Level 2

Level 3

 

 

 

 

 

RM'000

RM'000

RM'000

 

RM'000

RM'000

RM'000

 

RM'000

RM'000

2017

 

 

 

 

 

 

 

 

 

 

 

Term loans

 

 -

 -

 -

 

 -

              11,080

 -

 

              11,080

              11,080

Hire purchase payables

 -

 -

 -

 

 -

                   557

 -

 

                   557

                   557

Amount owing to directors

 -

 -

 -

 

 -

 -

                1,726

 

                1,726

               1,726

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

Term loans

 

 -

 -

 -

 

 -

                9,950

 -

 

                9,950

                9,950

Hire purchase payables

 -

 -

 -

 

 -

                   558

 -

 

                   558

                   558

Amount owing to directors

 -

 -

 -

 

 -

 -

                   807

 

                   807

                   896

 

 

               

 

33.       FINANCIAL INSTRUMENTS (CONT'D)

33.1.4  Fair Values Measurements

            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:-

 

 

 

 

 

 

2017

 

2016

 

 

 

 

 

%

 

%

Hire purchase payables

 

 

6.4-6.9

 

5.2

Term loan (fixed interest rate)

 

 

5.0

 

5.0

 

(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.

34.       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 maximise 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 regulatory, 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 year was as follows:

 

 

 

 

 

 

 

2017

 

2016

 

 

RM'000

 

RM'000

 

 

 

 

 

Hire purchase payables

              557

 

              558

Term loans

 

          11,079

 

           9,950

Less: Cash and bank balances

               (95)

 

         (2,153)

Net debt

 

         11,541

 

           8,355

 

 

 

 

 

Total shareholders' equity

 

         47,250

 

         41,464

 

 

 

 

 

Debt-to-equity ratio

 

0.24

 

0.2

 

 

35.       SIGNIFICANT EVENT OCCURING AFTER THE REPORTING PERIOD

On 19 July 2018, the Company announced that it had raised approximately RM17m (£3.2m) via the subscription for 51,806,000 new common shares by Serba Dinamik International Ltd ("SDIL"), at a price of approximately 6.19 pence per share (the "Subscription").

The net proceeds of the Subscription will be used to advance the development of the Company's third fully-owned biogas power plant at Minyak and for working capital purposes. Payment to the Company has been made in Malaysian Ringgit and calculated in accordance with the rate of exchange for Pounds Sterling from Ringgit, quoted by Bank Negara Malaysia (Central Bank of Malaysia) at 9.00 a.m. (Malaysia time) on the date of payment. SDIL is a wholly-owned subsidiary of a Malaysia-based investment holding company, Serba Dinamik Holdings Berhad, which is focused on the energy services industry and is listed on Bursa Malaysia (ticker: SDH:MK) and has a market value of approximately £1bn.

Following the Subscription, SDIL holds 51,806,000 Common Shares, representing approximately 15.0% of the enlarged issued share capital of the Company.

Under the terms of the subscription agreement, SDIL is entitled to appoint one executive Director to the Company's Board of Directors for as long as SDIL holds at least 15% of the Company's issued share capital. The appointment of the nominated executive Director will be subject to the usual regulatory requirements for an AIM listed company.

 


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