Announcement PDF BPH Global Limited ACN 009 104 330 INTERIM REPORT For half year ended 31 December 2023 Appendix 4D 1. Company Details Name of Entity BPH Global Limited ABN 57 009 104 330 Half year ended (“current period”) Half year ended (“previous period”) 31 December 2023 31 December 2022 2. Results for announcement to the market A$ 2.1 Revenues from continuing operations Decrease 100% - 2.2 (loss) from continuing operations after tax attributable to members Decrease 59% (945,526) 2.3 Net (loss) for the period attributable to members Decrease 44% (1,587,561) 2.4 Dividends Amount per security Franked amount per security N/A N/A Interim dividend declared 2.5 Record date for determining entitlements to the dividend N/A 2.6 Brief explanation of any of the figures in 2.1 to 2.4 above necessary to enable figures to be understood Refer “Review of Operations” in Directors’ Report 3. Net tangible assets per security Net tangible asset/(liability) backing per ordinary security 1 31 December 2023 30 June 2023 (0.01) cents 0.01 cents 4. Details of entities over which control has been gained or lost 4.1. Control gained over entities During the period, the Group acquired 100% of the shares of Foshan Gedishi Biotechnology Co., Ltd 4.2. Control lost over entities During the period, the Group disposed of the 70% interest in its subsidiary SCU-RY Farm Pte Ltd 5. Dividends Individual dividends per security Date dividend is payable Amount per security Franked amount per security at 30% tax N/A N/A N/A N/A N/A N/A Interim dividend: Current year Previous year Amount per security of foreign source dividend N/A N/A 6. Dividend reinvestment plans The dividend or distribution plans shown below are in operation. N/A The last date(s) for receipt of election notices for the dividend or distribution plans. N/A 7. Details of associates and joint entities N/A 8. If the accounts are subject to audit dispute or qualification, details are described below. Please refer to auditor’s report Sign here: Date: Director Print Name: Matthew Leonard 2 29 February 2024 BPH GLOBAL LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT Your directors submit the financial report of the consolidated group for the half-year ended 31 December 2023. Directors The names of directors who held office during or since the end of the half-year are as follows: Current Directors Paul Stephenson, Non-executive chairman Philip Huanqing Gu, Executive director (ceased to be a director on 21 November 2023) Francesco Cannavo, Executive director Matthew Leonard, Executive Director Yanhua Huang, Non-executive director (appointed 6 July 2023) The directors have been in office since the start of the financial period to the date of this report unless otherwise stated. Review of Operations During the period, the group acquired 100% of the issued shares of Foshan Gedishi Biotechnology Co Ltd (“Gedishi”), a Company incorporated in China for a purchase consideration of comprising of 100M shares valued at $0.002 per share plus other amounts payable. The accounting for the business combination remains provisional as at 31 December 2023 and the fair value of the assets and liabilities acquired will be finalised within the acquisition period of 12 months from the acquisition date. Specifically the Group will be working through an independent assessment of identifiable intangible assets. The provisional fair value of the identifiable assets and liabilities is outlined in note 15 of the interim financial report. The goodwill is attributable to Gedishi holding the distribution and consignment contract with subsidiaries of China Tobacco in the city of Guangzhou, China. Further, the group disposed of its 70% interest in SCU-RY Farm Pte Ltd. The net sales price was $213,483, of which the Group was entitled to $181,460. The Group recorded a loss on disposal of A$432,035. The group has also made a full impairment provision on the investment relating to Shenzhen Lantene Dingzhi Biotechnology Co Ltd amounting to $210,000. As a result of the above and an administrative and operating expenses of about $900,000 the Group recorded a net loss of $1,587,561 (Dec 2022: $2,849,044). Significant changes in the state of affairs Other than the matters referred under the heading of “Review of Operations”, there were no significant changes in the state of affairs of the consolidated entity during the financial half-year. Significant Events after Reporting Date Refer to Note 2 of Notes to Consolidated Interim Financial Statement. Auditor’s Declaration The lead auditor’s independence declaration under section 307C of the Corporations Act 2001 is set out on page 3 of the financial report for the half-year ended 31 December 2023. Signed in accordance with a resolution of the directors: Matthew Leonard Director 29 February 2024 1 Auditor’s independence declaration As lead auditor for the review of the half year financial report of BPH Global Limited (“the Company”) and the entities it controls for the half-year ended 31 December 2023, I declare that, to the best of my knowledge and belief, there have been no contraventions of: (a) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and (b) any applicable code of professional conduct in relation to the review. This declaration is in relation to the Company and the entities it controlled during the period. HLB Mann Judd Chartered Accountants Melbourne 29 February 2024 hlb.com.au HLB Mann Judd (VIC) Partnership ABN 20 696 861 713 Level 9, 550 Bourke Street, Melbourne VIC 3000 | GPO Box 2850, Melbourne VIC 3001 T: +61 (0) 3 9606 3888 F: +61 (0) 3 9606 3800 E: mailbox@hlbvic.com.au Liability limited by a scheme approved under Professional Standards Legislation. HLB Mann Judd (VIC) Partnership is a member of HLB International, the global advisory and accounting network Jude Lau Partner BPH GLOBAL LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 Half year 31 Dec 2023 $ Half year 31 Dec 2022 $ - 339 339 Other income Administrative expenses Interest expense Impairment of Intellectual Properties Loss on conversion of liabilities into equities Loss before income tax expense Income tax credit Loss for the half-year from continuing operation Loss from discontinued operations (note 14) Loss for the half year Other comprehensive (loss)/income for the period Items that may be reclassified to profit or loss: Translation of foreign subsidiary (902,755) (4,438) (38,333) (945,526) (945,526) (642,035) (1,587,561) 30 (1,273,688) (2,283,878) (2,283,878) (565,166) (2,849,044) (10,316) (34,803) Total comprehensive loss for the period (1,597,877) (2,883,847) (1,448,649) (138,912) (1,587,561) (3,071,405) 222,361 (2,849,044) (946,540) (512,425) (1,458,965) (2,211,808) (845,429) (3,057,237) (9,301) (129,611) (138,912) (8,734) 182,124 173,390 (1,597,877) (2,883,847) Continuing operations Revenue from sale of goods Cost of sales Gross profit Profit/(Loss) attributable to: Owners Non-controlling interest Total comprehensive loss attributable to: Owners Continuing operations Discontinued operation Non-controlling interest Continuing operations Discontinued operation (1,010,559) The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes to the financial statements. 3 BPH GLOBAL LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 Half year 31 Dec 2023 $ Half year 31 Dec 2022 $ Loss Per Share from continuing operation attributable to owners Basic loss per share (cents per share) Diluted loss per share (cents per share) (0.07) (0.07) (0.20) (0.20) Loss Per Share from discontinued operation attributable to owners Basic loss per share (cents per share) Diluted loss per share (cents per share) (0.04) (0.04) (0.07) (0.07) Loss Per Share attributable to owners Basic loss per share (cents per share) Diluted loss per share (cents per share) (0.11) (0.11) (0.27) (0.27) The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes to the financial statements. 4 BPH GLOBAL LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2023 Note ASSETS CURRENT ASSETS Cash and cash equivalents As at 31 Dec 2023 $ As at 30 Jun 2023 $ 367,267 510,217 Trade and other receivables 3 158,603 21,508 Other assets 4 96,595 97,806 Inventory 5 32,943 - 655,408 629,531 TOTAL CURRENT ASSETS NON CURRENT ASSETS Plant and equipment 6 1 633,440 Intangible assets 7 387,851 1 - 210,000 387,852 843,441 1,043,260 1,472,972 1,114,223 1,281,909 1,114,223 1,281,909 173,188 - 173,188 - TOTAL LIABILITIES 1,287,411 (1,281,909) NET ASSETS/(LIABILITIES) (244,151) 191,063 Investment at fair value through profit or loss TOTAL NON CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables 8 TOTAL CURRENT LIABILITIES NON CURRENT LIABILITIES Convertible notes 9 TOTAL NON CURRENT LIABILITIES 5 BPH GLOBAL LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2023 Note As at 31 Dec 2023 $ As at 30 Jun 2023 $ EQUITY/(NET DEFICIENCY) Contributed equity 10 78,918,360 78,188,156 Option reserve 11 3,096,516 3,100,005 (82,320,848) (81,308,147) 29,804 40,120 (276,168) 20,134 32,017 170,929 (244,151) 191,063 Accumulated losses Foreign exchange translation reserve EQUITY ATTRIBUTABLE TO SHAREHOLDERS Non-controlling interest TOTAL EQUITY/(NET DEFICIENCY) The above consolidated statement of financial position should be read in conjunction with the accompanying notes to the financial statements. 6 BPH GLOBAL LIMITED (FORMERLY STEMCELL UNITED LIMITED) AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 <------- Attributable to owners of BPH Global Limited ------> (Formerly Stemcell United Limited) Issued Capital Option Reserve Accumulated Losses Foreign exchange translation reserve Noncontrolling interest $ $ $ $ $ $ Balance at 1 July 2022 Total comprehensive loss for the period Loss of non-controlling interest on disposal of subsidiary Placement of shares and options Capital raising costs Fair value of shares issued to advisors Fair value of vested options vested during the period Balance at 31 December 2022 76,875,145 657,360 (125,762) 55,000 77,461,743 4,203,993 89,640 179,015 4,472,648 (78,119,379) (3,071,405) (81,190,784) 84,323 (34,803) 49,520 1,676,241 222,361 (1,721,386) 177,216 4,720,323 (2,883,847) (1,721,386) 747,000 (125,762) 55,000 179,015 970,343 Balance at 1 July 2023 Total comprehensive loss for the period Placement of shares and options Capital raising costs Fair value of vested options vested during the period Cancellation of options Balance at 31 December 2023 78,188,156 798,479 (68,275) 78,918,360 3,100,005 384,604 47,855 (435,948) 3,096,516 (81,308,147) (1,448,649) 435,948 (82,320,848) 40,120 (10,316) 29,804 170,929 (138,912) 32,017 191,063 (1,597,877) 1,183,083 (68,275) 47,855 (244,151) Total The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes to the financial statements. 7 BPH GLOBAL LIMITED (FORMERLY STEMCELL UNITED LIMITED) AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 Half year 31 Dec 2023 $ Half year 31 Dec 2022 $ CASH FLOWS RELATING TO OPERATING ACTIVITIES Receipts from customer Payments to suppliers and employees Interest and other income received Interest expense on loans and lease liabilities Net cash (used in) operating activities (740,581) (740,581) 4,684,273 (5,307,722) 30 (15,076) (638,495) CASH FLOWS RELATING TO INVESTING ACTIVITIES Payment for plant and equipment Net proceed from disposal of subsidiary Cash acquired on acquisition of subsidiary Net cash from/(used in) investing activities 93,156 266 93,422 (58,132) 65,082 6,950 CASH FLOWS RELATING TO FINANCING ACTIVITIES Issue of Shares, net of issue cost Placement funds received, pending share issue Proceeds from convertible loan Repayment of lease liabilities Proceeds from borrowings Repayment of borrowings Net cash from financing activities 346,475 168,750 11,378 526,603 676,238 70,000 (22,878) (94,517) 628,844 Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of half year Foreign exchange translation (120,556) 510,217 (22,394) (2,701) 624,962 (67,991) Cash and cash equivalents at end of half year 367,267 554,270 15 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes to the financial statements. 8 BPH GLOBAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 NOTE 1: BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES BPH Global Limited (the “Company”) is a for-profit company incorporated and domiciled in Australia. The consolidated interim financial report of the Company as at and for the half-year ended 31 December 2023 comprises the Company and its subsidiaries (together referred to as “the consolidated group” or “the Group”). The consolidated interim financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards including AASB 134 Interim Financial Reports and the Corporations Act 2001. The half-year financial report does not include full disclosures of the type normally included in an annual financial report. It is recommended that this financial report be read in conjunction with the annual financial report for the year ended 30 June 2023 and with any public announcements issued during the half-year in accordance with the continuous disclosure obligations arising under the Corporations Act 2001 and Australian Securities Exchange. The accounting policies in these interim financial statements are the same as those applied in the Group’s financial statements for the year ended 30 June 2023. New accounting standards and interpretations adopted The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (“AASB”) that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. These standards are not expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions 9 BPH GLOBAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 NOTE 2: SUBSEQUENT EVENTS On 3 January 2024, the Company received a further $200,000 arising from the placement of Convertible Notes with the same terms and conditions as those disclosed in Note 9. On 6 February 2024, the Group renewed and extend the consignment agreement with subsidiaries of China Tobacco. On 9 February 2024, 114,750 Convertible Notes were converted into 118,552,770 shares and options. Other than the above, there has not arisen in the interval between the end of the half year and the date of this report any item, transaction or event of a material or unusual nature likely, in the opinion of the directors to affect the operations of the consolidated entity, the results of these operations or the state of affairs of the Group. NOTE 3: TRADE AND OTHER RECEIVABLES CURRENT Other receivables 31 Dec 2023 $ 30 Jun 2023 $ 158,603 158,603 21,508 21,508 31 Dec 2023 $ 30 Jun 2023 $ 95,771 824 96,595 96,974 832 97,806 31 Dec 2023 $ 30 Jun 2023 $ 32,943 32,943 - NOTE 4: OTHER ASSETS CURRENT Prepayments made to suppliers Deposits NOTE 5: INVENTORY CURRENT Trade goods 10 BPH GLOBAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 NOTE 6: PLANT AND EQUIPMENT Office equipment $ Capital Work in Progress $ Cost At 30 June 2023 Addition Disposal via sale of subsidiary Foreign exchange translation At 31 December 2023 3,016 (29) 2,987 633,439 (635,621) 2,182 - 636,455 (635,621) 2,153 2,987 Accumulated depreciation At 30 June 2023 Depreciation Disposal during the period Foreign exchange translation At 31 December 2023 3,015 (29) 2,986 - 3,015 (29) 2,986 Carrying amount At 30 June 2023 1 633,439 633,440 At 31 December 2023 1 - 1 11 TOTAL $ BPH GLOBAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 NOTE 7: INTANGIBLE ASSETS Balance of intangible assets at beginning of period Intellectual property acquired Impairment of IP during the period Goodwill recognised on acquisition of subsidiary Balance of intangible assets at reporting date Note 15 31 Dec 2023 $ 30 Jun 2023 $ 1 387,850 387,851 1 1,010,559 (1,010,559) 1 Intellectual properties In July 2022, the Company (as licensee) and Lantene (as licensor) entered into an intellectual property licence agreement whereby, with effect on and from completion of the Sale of Lantene subsidiary, the Company was granted an exclusive licence for an initial period of 15 years to continue its use and commercialisation of Lantene’s intellectual property, including the patents and software registrations in China covering Sea Grape cultivation techniques and applications developed by Lantene (“IP Licence”). The Company’s rights of exclusivity under the IP Licence are worldwide, with the exception of China. The $1,010,559 intercompany loan previously extended to Lantene in its capacity as a subsidiary of the Company has been treated as the consideration for the licence granted to the Company under the IP Licence. Hence, Lantene has been released from its liability to repay the intercompany loan in consideration for the grant of the exclusive intellectual property licence under the IP Licence. The IP Licence was fully impaired during the year ended 30 June 2023 as the Company was unable to quantify the future cash inflows from the patents usage. NOTE 8: TRADE AND OTHER PAYABLES CURRENT Unsecured Trade payables Other payables Accruals 12 31 Dec 2023 $ 30 Jun 2023 $ 615 617,995 495,613 1,114,223 621 546,335 734,953 1,281,909 BPH GLOBAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 NOTE 9: CONVERTIBLE NOTES On 12 October 2023, the Company issued 168,750 12% convertible notes with a face value of $1.00 each for $168,750. The notes are convertible into ordinary shares of the Company, at the choice of the holder, or repayable on 12 April 2025. The conversion rate is the number of notes divided by the Conversion Price. Conversion Price is the lower of (a) the amount which is 30% less than the 15 days volume-weighted average price (VWAP) of the trading price of Shares on ASX on the Conversion Date; or (b) the amount which is lowest traded price of Shares on ASX in the 15 trading days ending on the Conversion Date, subject always to a maximum conversion price of $0.002. Each share issued on conversion will have one attaching option with expiry of 11 December 2026 and an exercise price of $0.004. The convertible notes are presented in the balance sheet as follows: Face value of Convertible Notes issued Interest expense Convertible Notes (non-current liability) 31 Dec 2023 $ 30 Jun 2023 $ 168,750 4,438 173,188 - 31 Dec 2023 $ 30 Jun 2023 $ 78,918,360 78,188,156 Number of shares 1,284,729,781 450,833,333 100,000,000 1,835,563,114 A$ 78,188,156 598,479 200,000 (68,275) 78,918,360 31 Dec 2023 $ 30 Jun 2023 $ 3,096,516 3,100,005 Number of options 233,766,664 681,667,652 (25,000,000) 890,434,316 $ 3,100,005 384,604 (435,948) 47,855 3,096,516 NOTE 10: CONTRIBUTED EQUITY Issued and fully paid ordinary shares Movements in ordinary shares At 1 July 2023 Shares issued via placement and debt settlement Shares issued to acquire subsidiary Capital raising costs At 31 December 2023 NOTE 11: OPTION RESERVE Option Reserve Movements in Option Reserve Balance at 1 July 2023 Options issued via placement and debt settlement Cancellation of options Fair value of options vested during the period Balance at 31 December 2023 13 BPH GLOBAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 NOTE 12: RELATED PARTY BALANCES AND TRANSACTIONS 31 Dec 2023 $ 30 Jun 2023 $ 277,263 21,678 889,609 10,400 Related Party Balances Amount due to directors at period end Amount owed to a related party* * The amount owed to a related party is interest free, unsecured and repayable on demand. Half year period 31 Dec 2023 $ Half year period 31 Dec 2022 $ 251,300 420,905 Transactions Director fees and salaries NOTE 13: SEGMENT INFORMATION Australia $ Half year period ended 31 December 2022 Singapore China Malaysia $ $ $ Revenue Profit / (Loss) (1,847,264) (396,734) (19,576) 5,182,623 (2,849,044) Total assets Total liabilities Australia $ 1,049,218 (913,587) As at 31 December 2022 Singapore China Malaysia $ $ $ 844,012 78,246 32,092 (98,290) (19,500) (1,848) Total $ 2,003,568 (1,033,225) Australia $ Half year period ended 31 December 2023 Singapore China Malaysia $ $ $ Total $ Revenue Profit / (Loss) (837,303) (724,225) (12,245) (1,587,561) Total assets Total liabilities Australia $ 355,759 (892,867) As at 31 December 2023 Singapore China Malaysia $ $ $ 135,045 456,167 96,288 (114,192) (278,593) (1,760) Total $ 1,043,260 (1,287,411) 5,182,623 (585,470) (13,788) 14 Total $ BPH GLOBAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 NOTE 14: DISCONTINUED OPERATIONS A) SHENZHEN LANTENE DINGZHI BIOTECHNOLOGY CO LTD On 29 April 2022, the Group announced its intention to dispose all of its 50.1% interest in subsidiary Shenzhen Lantene Dingzhi Biotechnology Co Ltd (“Lantene”) to existing shareholder Mr Cao Yueming for a consideration of $700,000. On 20 July 2022, the Company signed the Share Sale Agreement documenting the proposed transaction, completion of which was subject to and conditional upon the Group obtaining shareholder approvals. Shareholders approved the disposal at the General Meeting of 19 October 2022. Initial payment of $70,000 was received in the same month, with the remaining to be paid within 6 months from the date the initial payment is made. During the current period, the Group has assessed that the outstanding balance to be impaired. Consideration receivable is presented as investment in the statement of financial position as subsequent to shareholders’ approval of Share Sale Agreement, the directors of the Company are of the opinion that it neither controls nor exercises significant influence on Lantene. Hence the remaining holdings in Lantene until fully settled is treated as investment at fair value through profit or loss. The transaction price agreed for disposal of Lantene is deemed to be reasonable proximation of its fair value. Financial information relating to Lantene is set out below. The financial information presented are for the 4 months ended 31 October 2022. Financial performance information 31 Dec 2023 $ 31 Dec 2022 $ (210,000) (210,000) (210,000) (210,000) 5,182,284 (4,397,024) 1,030 (323,173) 463,117 463,117 (1,028,283) (565,166) Cash flow information $ $ Net cash from operating activities Net cash from investing activities Net cash from financing activities Net increase in cash and cash equivalent of discontinued operation - 257,729 (6,030) (185,266) 66,433 Details of the sale $ $ Consideration received Residual equity interest held at fair value through profit or loss Carrying amount of net assets sold Loss recognized on loss of control of subsidiary - 70,000 630,000 (1,728,283) (1,028,283) Revenue Cost of Sales Other income Expenses (Loss)/Profit before tax Income tax (Loss)/Profit after tax Loss on disposal (Loss)/profit after tax from discontinued operations 15 BPH GLOBAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 NOTE 14: LOSS OF CONTROL OF SUBSIDIARY B) SCU-RY FARM PTE LTD In December 2023, the Group announced that it disposed of its 70% interest in subsidiary SCU-RY Farm Pte Ltd (“SCU-RY”) to an external buyer for a net consideration of $213,483 (SG$192,500). Payments of $93,156 (SG$84,000) were received during the half year period, with the remaining received in Jan 2024. SCU-RY was a dormant non-operational company and did not trade during the period which the Company had control of it. Financial performance information 31 Dec 2023 $ 31 Dec 2022 $ (432,035) (432,035) - Cash flow information $ $ Net cash from operating activities Net cash from investing activities Net cash from financing activities Net increase in cash and cash equivalent of discontinued operation - - Details of the sale $ Revenue Cost of Sales Other income Expenses Profit before tax Income tax Profit after tax Loss on disposal (Loss)/profit after tax from discontinued operations Consideration received & receivable Carrying amount of net assets sold Forex translation released to profit or loss Loss recognized on loss of control of subsidiary 213,483 (635,621) (9,898) (432,036) Non-controlling interest share of the loss (129,611) 16 BPH GLOBAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 NOTE 15: ACQUISITION OF SUBSIDIARY On 19 December 2023, the Group acquired 100% of the issued shares in Gedishi, a health care product distribution company incorporated in the People’s Republic of China, for a consideration of $400,000, to allow the Group to develop and expand its operations into China. The accounting for the business combination remains provisional as at 31 December 2023 and the fair value of the assets and liabilities acquired will be finalised within the acquisition period of 12 months from the acquisition date. Specifically the Group will be working through an independent assessment of identifiable intangible assets. Details of the purchase consideration and the net assets acquired are as follows: Purchase consideration Fair value $ 200,000 200,000 400,000 Contingent consideration payable Fair value of shares issued Total consideration The provisional fair value of the assets and liabilities acquired Cash and cash equivalents Receivables Inventory Payables Net identifiable assets acquired Non-controlling interest Goodwill Consideration Cashflow effect of acquisition Fair value $ 266 16,909 32,943 (37,968) 12,150 387,850 400,000 Fair value $ 266 266 Cash paid Cash acquired Net cash acquired Goodwill Goodwill is attributable to the expected of synergy from acquiring the distribution network and the ability to operate in and having assess to China market. 17 BPH GLOBAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 NOTE 16: LOSS PER SHARE 31 Dec 2023 $ 31 Dec 2022 $ Loss Per Share from continuing operation attributable to owners Loss from continuing operations attributable to owners Basic loss per share (cents per share) Diluted loss per share (cents per share) (936,224) (0.07) (0.07) (4,031,707) (0.35) (0.35) (Loss)/Earnings Per Share from discontinued operation attributable to owners Earnings from discontinued operation attributable to owners Basic loss per share (cents per share) Diluted loss per share (cents per share) (512,425) (0.04) (0.04) (796,261) (0.07) (0.07) (1,448,649) (0.11) (0.11) (4,827,968) (0.42) (0.42) Number 1,349,631,372 Number 1,166,687,841 1,349,631,372 1,116,687,841 Loss Per Share attributable to owners Loss for the period attributable to owners Basic loss per share (cents per share) Diluted loss per share (cents per share) Weighted average number of shares Weighted average number of ordinary shares outstanding during the year used in calculation of basic EPS Weighted average number of ordinary shares outstanding during the year used in calculation of dilutive EPS *Options are considered anti-dilutive as at 31 December 2023 and 31 December 2022 and therefore are not included in the computation of the dilutive EPS NOTE 17: GOING CONCERN During the half year ended 31 December 2023, the Group incurred a loss of $ 945,526 (Dec 2022: $2,283,878) from continuing operations and had net cash outflows from operating activities of $740,581 (Dec 2022: $638,495). At 31 December 2023 the Group had cash of $367,267 (June 2023: $510,217). Since the end of the half year, the Company received a further $200,000 from the placement of Convertible Notes with the same terms and conditions as those disclosed in Note 9. Further, 114,750 Convertible Notes were converted into 118,552,770 shares and options since the end of the half year as disclosed in Note 2. The ability of the Group to continue as a going concern depends on the Group generating additional cash inflows from: The receipt of debt funding; The receipt of equity funding; or Cash generated from future profits. The Group has a demonstrated record of raising additional capital and the Board has a reasonable expectation that the Company will be able to successfully raise fund over the next 12 months ending 31 March 2025. Accordingly, there