:contents
Chairman’s & CEO’s letter
Directors' Report
1
2
3
4
5
6
7
Introduction
Remuneration governance
Executive remuneration arrangements
Executive remuneration outcomes for FY22
Non-executive Director remuneration arrangements
Share based compensation
Other statutory disclosures
Auditor’s Independence Declaration to the Directors of ReNu Energy Limited
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Cash Flows
Consolidated Statement of Changes in Equity
Notes to the Financial Statements
Directors' Declaration
Independent Auditor’s Report
Corporate Governance & Shareholder Information
Company Directory
2
3
6
19
19
20
22
26
27
30
33
34
35
36
37
38
74
75
80
83
: Chairman’s & CEO’s letter
Dear Shareholders
Since the last annual report, ReNu Energy Limited (ReNu Energy or the Company) has made significant
progress in positioning the Company as Australia’s leading listed incubator and accelerator of renewable &
clean energy projects and technologies.
The Company’s progress during the period included:
•
•
•
•
Acquiring 100% of Countrywide Hydrogen Pty Ltd (Countrywide Hydrogen), an Australian company
originating green hydrogen projects.
Progressing Countrywide Hydrogen’s pipeline – moving from green hydrogen project origination to
project development with partners (including Societe Generale, Wood, Tas Gas, WIRSOL) and with
support from governments.
Completing strategic investments in Allegro Energy Pty Ltd (Allegro), Enosi Australia Pty Ltd (Enosi)
and Uniflow Power Limited (Uniflow) – Australian companies developing battery technology, clean
energy traceability and off-grid renewable power solutions respectively.
Completing an oversubscribed $2.4 million capital raising among professional and sophisticated
investors and a $1.3 million Share Purchase Plan well supported by shareholders to fund the Company’s
investments and activities.
Green hydrogen
The 2022 financial year witnessed continued
momentum for the transition to clean energy and
the decarbonisation of economies and certain
industries, with a groundswell of investment
globally in renewable hydrogen. The acquisition
of Countrywide Hydrogen takes advantage of
this momentum through access to the growing
global green hydrogen economy.
Progressing green hydrogen projects with a
focus on supplying domestic demand has struck
a chord with domestic institutional investors and
global companies seeking hydrogen investment
opportunities in Australia.
With potential hydrogen exports several years
away, ReNu Energy sees the potential for first
mover advantage by initially targeting domestic
supply. The potential domestic market
is
growing quickly due to the volume of road
transport undertaken across Australia, and
appetite
decarbonising
operations and natural gas networks. The
Company’s longer-term plans are to expand
selected projects to meet future export demand.
for
Australia’s bus industry is well advanced in transitioning from
diesel to zero emission fuel cell vehicles
3
Countrywide Hydrogen’s two projects in Tasmania, in the north and south of the State, have the potential to
establish Tasmania as a showcase hydrogen state. Progress at these projects during the period included
advancing discussions with offtake partners (including Bell Bay Aluminium and Tas Gas), securing land
options and agreeing with WIRSOL to assess co-development of behind-the-meter solar power at the project
locations. The Australian Government’s commitment of up to $70 million for the establishment of a green
hydrogen production hub at Bell Bay and the Tasmanian Government’s ReCFIT (Renewables, Climate and
Future Industries Tasmania) support for the projects provide strong tail winds for the year ahead.
evaluation
At Melbourne Hydrogen Hub and Hydrogen
Portland, activities during the period focused
on
options
the
(incorporating
the Victorian Government’s
vision for the establishment of intermodals in
the northern suburbs) and progressing
discussions with potential international project
partners.
land
of
The site of Hydrogen Brighton abutting the Brighton Transport Hub,
30 minutes north of Hobart.
Countrywide Hydrogen also continued to
its pipeline of North American
progress
opportunities during the period.
Renewable & clean energy investments
feature of ReNu Energy’s
A distinctive
business model is to have a portfolio of
investments in renewable & clean energy
technologies with the potential to leverage
synergies.
•
•
Allegro is planning to use its unique electrolyte technology to build world-leading Redox Flow Batteries
(for utility scale energy storage) and Supercapacitors (for e-mobility power applications especially EVs,
e-buses, e-trucks, and light rail). Its technology being water-based, is non-flammable, non-corrosive,
safer (as it uses no rare or hazardous raw materials) and more cost effective. Allegro’s technology can
be deployed in hydrogen production facilities where behind-the-meter power generation is installed, such
as projects under development by Countrywide Hydrogen.
Enosi’s Powertracer product is a world-first mass-market scalable, clean energy traceability solution.
Tracing carbon free energy is quickly becoming the next global sustainability benchmark and Enosi has
built the platform to trace carbon free energy allowing consumers to verify the origin of the energy they
use. With a focus on quantifying emissions
reductions, knowing energy used is from a
renewable
for
example, Enosi’s Powertracer can verify
the origin of renewable power used for
green hydrogen production.
is critical –
resource
Uniflow is commercialising a unique, micro
renewable energy generator (The Cobber)
designed to deliver approximately 4.5kW of
electrical power and 20kW thermal energy.
Using solid biomass such as agricultural
waste to create energy, the Cobber has the
potential to displace fossil fuels including
diesel, petroleum, coal and kerosene.
developing
Particularly
relevant
in
ReNu Energy invests in renewable and clean energy technologies
4
economies, it has application in micro economic development, poverty alleviation, and meeting UN
Sustainable Development Goals.
Corporate
During the period, the Board welcomed Mr Geoffrey Drucker as an Executive Director and Ms Susan Oliver
AM as a Non-executive Director, adding to the Company’s renewable energy and governance credentials.
The Company rebranded during the period to better communicate our strategic intent and purpose to
prospective customers, potential partners, governments, and other stakeholders. The re-branding has
successfully positioned the company as a credible participant in the green hydrogen and broader renewable
& clean energy sectors with a clear strategy and strong credentials.
Financial results
A major focus of the Board and management is managing cash flow to ensure that the Company has sufficient
funds to cover its planned activities and any ongoing obligations. During the period ReNu Energy maintained
its focus on the Company’s cost base, completed two successful capital raisings and entered into a facility
that provides standby equity capital. At 30 June 2022, ReNu had available cash of $2.017 million.
The Company added new business segments for hydrogen and renewable & clean energy investments
during the period. Compared to the prior period, total assets have increased 4.3 times to $14.6 million and
net assets have increased 5.1 times to $13.7 million.
The year ahead
The Board and management believe that ReNu Energy is well positioned to advance its portfolio of hydrogen
projects, and to support and progress the Company's other renewable & clean energy investments. As we
approach the 12-month anniversary of announcing the acquisition of Countrywide Hydrogen, our focus for
the year ahead is to:
• Move two or more hydrogen projects from concept to development.
•
Continue to assess opportunities for additional renewable & clean energy investment opportunities,
including increasing the interest held in existing investments where our investment criteria is met.
Our vision is to be a leader in the renewable and clean energy sector in Australia striving for a sustainable
future. To achieve this we aim to be producing hydrogen for domestic use in the next 1-2 years with a portfolio
of renewable and clean energy technology investments that standalone or provide synergies.
On behalf of the Board, we acknowledge and thank our staff and contractors for their efforts and thank you,
our shareholders, for your continued interest and support of ReNu Energy and the delivery of our vision.
Yours faithfully
Boyd White
Chairman
Greg Watson
Chief Executive Officer
5
: Directors’ report
Director Profiles
Your Directors submit their report for the year ended 30 June 2022. The names and details of the Directors
of ReNu Energy Limited in office during the financial year and until the date of this report are as follows.
Directors were in office for this entire period unless otherwise stated.
Name & Qualifications
Experience
Boyd White
BBus(Acc) & MBA
Non-executive Chairman
Mr White has an accomplished record in the energy, infrastructure and
mining sectors. He has over 30 years of business experience and brings
strong strategic, commercial, M&A, financing and entrepreneurial skills to
the ReNu Energy Board.
Mr White has held executive roles internationally with US multinationals
Halliburton Company and KBR Inc, and domestically with Tarong Energy,
and Territory Generation.
Mr White was a founding partner in ARC Developments International,
providing energy advisory services and developing or acquiring renewable
energy projects.
Mr White is currently the Principal of New Energy Capital and, amongst other
things, is developing a €500m bioenergy and geothermal business in Europe
and involved in executive management, clean energy and capital raising
activities in the small cap resources sector.
Mr White holds a Bachelor of Business (Accounting) from Queensland
University of Technology and an MBA from the University of Queensland.
Mr White has had no other listed company directorships in the past three
years.
Mr White is a member of the Remuneration and Nominations Committee.
6
Directors’ Report (continued)
Name & Qualifications
Experience
Tony Louka
MBA & MAICD
Non-executive Director
Mr Louka has 24 years of industry experience in Board, executive and
management roles in the energy supply chain, clean technology solutions
as well as retail & industrial property sectors. Mr Louka is the Managing
Director of Maxify Consulting a bespoke ESG & asset management advisory
to various ASX corporates & innovative start-ups in the Asia Pacific. He has
held previous management and executive roles at Woolworths Group,
Ergon Energy and Emerson Network Power. He has also served as a Board
Member of the Energy Users Association of Australia and the Transgrid
Advisory Council.
Mr Louka was appointed to the Board as a Non-executive Director on 27
September 2018. He was then appointed as interim Managing Director and
Acting CEO on 20 September 2019 to oversee the company restructure. Mr
Louka returned to his previous position of Non-executive Director effective
28 February 2020.
Mr Louka has had no other listed company directorships in the past three
years.
Mr Louka is Chair of the Remuneration and Nominations Committee and a
member of the Risk and Audit Committee.
7
Directors’ Report (continued)
Name & Qualifications
Experience
Tim Scholefield
BAppSc, MBA, GAICD, Cert
Gov (Risk)
Mr Scholefield is a Director and senior executive with global experience in
project delivery, operations, financial, commercial, governance and risk
management.
Executive Director
(until 31 December 2021)
Non-executive Director
(from 1 January 2022)
Mr Scholefield has more than 30 years’ experience across the resources
and energy value chain including: exploration, production and operations;
conventional, unconventional and renewable fuel sources; gas storage and
offtake, power generation and the link to customers.
Mr Scholefield is a Director and Principal of Pacific Energy Partners, a
consultancy providing advice on renewable energy solutions and
opportunities in the Pacific and South East Asia. He has served as a chair
and participant on board committees evaluating and developing energy
projects, managing joint venture and other stakeholder relationships and
providing strategy, risk, commercial and governance support. He has
experience leading small and large cross functional technical, financial,
commercial, legal, project and operations teams; making recommendations
and participating in acquisitions, divestments and greenfield and brownfield
projects ranging in size from $USD 1 million to $USD 5 billion.
Mr Scholefield holds a Bachelor of Applied Science from the University of
South Australia, a MBA from Deakin University, a Certificate in Governance
and Risk Management from the Governance Institute of Australia and is a
Graduate of the Australian Institute of Company Directors.
Mr Scholefield has had no other listed company directorships in the past
three years.
Mr Scholefield had executive responsibility to coordinate, implement and
oversee the permanent abandonment of the Company's geothermal wells in
the Cooper Basin and to assist the CEO in the assessment and
recommendation
renewable and clean energy
opportunities. With
the Company’s geothermal wells permanently
abandoned during 2021 and a portfolio of renewable and clean energy
investments secured, Mr Scholefield ceased his executive role on 31
December 2021.
involvement
for
in
Mr Scholefield is Chair of the Risk and Audit Committee.
8
Directors’ Report (continued)
Name & Qualifications
Experience
Susan Oliver AM
BPc, Cert Fin Mngt
Non-executive Director
(appointed 8 February 2022)
Geoffrey Drucker
BEc, CPA
Executive Director
(appointed 8 February 2022)
Ms Oliver is an accomplished leader with more than 25 years' experience at
a director and senior executive level.
Ms Oliver has extensive Board and governance experience as Chair and
Non-executive Director with listed companies including Transurban Group,
Centro Group, Programmed Group, Coffey International and the Just Group.
She serves on the Investment Committee for IFM Investors and was
founding Chair of Scale Investors retiring in June 2021. She is currently
Chair of the Alice Anderson Fund for the Victorian government.
Previously, Ms Oliver had a career in technology and futures consulting with
Accenture, pioneer technology strategy company Invetech and leading the
Commission for the Future for the Australian Government. She held senior
roles in the public service in Housing and Industry departments in Victoria.
Her Order of Australia was awarded for services to business and women.
Ms Oliver holds a Bachelor of Property and Construction from Melbourne
University and a Certificate in Financial Management.
Ms Oliver has had no other listed company directorships in the past three
years.
Ms Oliver is a member of the Risk and Audit Committee.
Mr Drucker is an experienced senior executive with a background in the
renewable energy sector spanning three decades. He has extensive
expertise in the renewable sector including renewable project initiation
experience.
Mr Drucker commenced his career with State Electricity Commission of
Victoria and has held roles with PwC and several private consultancies.
His previous Board experience includes appointments with Methodist
Ladies’ College where he was Vice Chairman for five of his nine-year tenure,
the Variety Club of Australia and various private companies including
business development consultants Corporate Kudos Pty Ltd and DYDX Pty
Ltd. Through both companies he represented ASX-listed companies and
Governments.
Mr Drucker holds a Bachelor of Economics and has been admitted as a
Certified Practising Accountant.
Mr Drucker has had no other listed company directorships in the past three
years.
Mr Drucker is ReNu Energy’s largest individual shareholder having been a
founder of Countrywide Renewable Hydrogen Limited.
Mr Drucker is a member of the Remuneration and Nominations Committee.
9
Directors’ Report (continued)
Chief Executive Officer and Company Secretary
Greg Watson
LLB, BCom, GDipLP, CA
Mr Watson joined ReNu Energy as Chief Financial Officer and Company Secretary in September 2019 and
was appointed as Chief Executive Officer in February 2020. He has a strong background in finance, tax, legal
and company secretarial disciplines.
Mr Watson has 13 years’ experience with listed and private companies in the resources sector. Mr Watson
previously worked as CFO and Company Secretary at Capricorn Copper and has also held corporate roles
at Anglo American, Barrick Gold, Equinox Minerals and Fortescue Metals. Mr Watson commenced his career
at KPMG where he worked for 9 years.
Mr Watson is a Chartered Accountant and holds a Bachelor of Laws and Bachelor of Commerce degrees, as
well as a Graduate Diploma in Legal Practise
Corporate structure
ReNu Energy Limited is a company limited by shares, incorporated and domiciled in Australia.
Its registered office and principal place of business is Corporate House, Kings Row 1, 52 McDougall Street,
Level 2, Milton QLD 4064.
The Directors present this financial report on ReNu Energy Limited (the Company) and its subsidiaries
(collectively the Group) for the financial year ended 30 June 2022.
Principal activities
ReNu Energy’s purpose is to strategically drive the transition to a low carbon future. It does this by investing
in renewable and clean energy technologies and identifying and developing hydrogen projects to create
stakeholder value, enabling the transformation to a low carbon future through collaboration and innovation.
ReNu Energy’s vision is to be a leader in the renewable and clean energy sector in Australia striving for a
sustainable future, producing hydrogen for domestic use and with a portfolio of domestic and international
projects.
During the financial year, the Company acquired: (i) 100% of Countrywide Hydrogen Pty Ltd (formerly
Countrywide Renewable Hydrogen Limited), providing ReNu Energy a foothold in the green hydrogen
industry, and (ii) portfolio interests in renewable and clean energy project and technology companies Allegro
Pty Ltd, Enosi Australia Pty Ltd and Uniflow Power Limited. The Group progressed the development of its
four green hydrogen projects in south-eastern Australia, two in both Tasmania and Victoria.
10
Directors’ Report (continued)
Significant changes in the state of affairs
Significant changes in the state of affairs of the Company during the financial period were:
•
•
•
•
•
Acquiring portfolio interests in Uniflow Power Limited, Enosi Australia Pty Ltd and Allegro Energy Pty
Ltd – Australian companies developing renewable and clean energy solutions.
Acquiring 100% of Countrywide Hydrogen Pty Ltd, an Australian company developing green hydrogen
projects.
Completing an oversubscribed $2.376 million capital raising to professional and sophisticated investors,
closing a Share Purchase Plan well supported by shareholders raising $1.245 million and entering into
an At-the-Market Subscription Agreement for up to $5,000,000 of standby equity capital.
Completing an unmarketable parcels buyback.
Progressing the Group’s Hydrogen Bell Bay, Hydrogen Portland, Melbourne Hydrogen Hub and
commencing the Hydrogen Brighton project.
There were no other significant changes in the state of affairs of the Company during the financial period.
Review and results of operations
The Company realised a loss before tax for the financial period as set out below:
Non-IFRS Measure
EBITDA – by business segment
Hydrogen
Renewable & clean energy investments
Corporate
Total Group EBITDA
(Loss) / gain on sell down of subsidiary/associate
Share of loss from associate
Depreciation
Amortisation & impairment
Interest expense
Income tax expense
Loss after tax
2022
$
(345,398)
(41,916)
2021
$
-
-
(2,190,197)
(1,087,646)
(2,577,511)
(1,087,646)
-
-
(58,979)
(183,833)
(4,220)
-
166,898
(21,426)
(57,392)
-
(2,319)
-
(2,824,543)
(1,001,885)
11
Directors’ Report (continued)
Results
The Group’s Underlying EBITDA loss of $2,577,511 (2021: $1,087,646) was larger than the previous year,
due to:
•
Investigation and due diligence costs associated with the assessment and recommendation of
renewable and clean energy opportunities.
• Additional personnel following the acquisition of Countrywide Hydrogen Pty Ltd.
• The inclusion of non-cash share-based payments expense.
• Green hydrogen project origination and development expenditure incurred during FY22, including
external costs for engineering and consulting.
•
Increased investor relations and regulatory costs (ASIC, ASX, share registry, etc.) associated with
the Company’s investment and capital raising activities.
• The write down of the carrying value of geothermal assets.
Operational review
During the year ended 30 June 2022 and in keeping with its purpose to strategically drive the transition to a
low carbon future, ReNu Energy’s activities centred around raising funds and deploying the funds raised to
acquire a portfolio of interests in renewable energy technologies and projects. ReNu Energy remained
focused during the period on minimising corporate and administrative costs and right sizing the Company’s
capital structure through the unmarketable parcels’ buyback.
The results for the year have reinforced ReNu Energy’s view on the growth and upside potential of its
investments, and that progressing green hydrogen projects with a focus on supplying domestic demand has
struck a chord with global companies seeking hydrogen investment opportunities in Australia. With potential
hydrogen exports several years away, ReNu Energy sees the domestic market growing quickly due to the
volume of road transport and appetite, corporate commitments to quantifiable emissions reductions, and for
decarbonising operations and natural gas networks.
Key activities during the year included:
• Acquiring a 5% interest in Uniflow Power Limited, a Canberra based unlisted public company,
commercialising a unique, micro renewable energy generator – The Cobber.
• Acquiring a 5.8% interest in Enosi Australia Pty Ltd, an Australian company that has developed
Powertracer, a leading grid-scale renewable energy trading and tracing solution with global interest.
• Acquiring a 5% interest in Allegro Energy Pty Ltd, an Australian company that has invented a unique
water-based electrolyte that makes electrical energy storage more cost-effective and environmentally
friendly.
• Completing an oversubscribed capital raising of $2.376 million through the issue of 26.4 million new
ReNu Energy shares at an issue price of $0.090 per share by way of placement to professional and
sophisticated investors.
• Acquiring 100% of Countrywide Hydrogen Pty Ltd, an Australian company developing green
hydrogen projects in in collaboration with project partners and governments, initially targeting
domestic market demand and where viable, expanding selected projects to meet future export
demand.
12
Directors’ Report (continued)
• Closing a Share Purchase Plan well supported by shareholders, raising $1.245 million on the same
terms as the placement to professional and sophisticated investors.
• Completing an unmarketable parcels buyback with 7,909,749 shares held by 7,752 shareholders
bought back at $0.054 per share.
• Entering into an At-the-Market Subscription Agreement with Acuity Capital providing the Company
with up to $5,000,000 of standby equity capital until 31 July 2024.
• Progressing the Company’s Hydrogen Bell Bay, Hydrogen Portland and Melbourne Hydrogen Hub
projects, including advancing land and offtake discussions with potential project partners.
• Commencing Hydrogen Brighton, a green hydrogen project 30 minutes north of Hobart, in
collaboration with Tas Gas.
• Working with the Company’s investee companies to collaborate on synergies, such as battery
storage and certifying green hydrogen production.
• Building the Company and Countrywide Hydrogen profiles in Australia and overseas to attract co-
investment in projects and gain access to project operational experience.
• Rebranding of ReNu Energy and Countrywide Hydrogen to align the two brands and update the
corporate identities of both companies to reflect the common purpose to strategically drive the
transition to a low carbon future through the development of green hydrogen projects.
Likely developments and expected results
A major focus of the Board and management is cash flow management to ensure that the Group has sufficient
funds to cover its planned activities and any ongoing obligations. During the financial year ReNu Energy
maintained its focus on the Company’s cost base, completed two successful capital raisings and entered into
a facility that provides standby equity capital. At 30 June 2022, ReNu had available cash of $2.017 million.
The Board and management believe that the Group remains well positioned to advance its portfolio of
hydrogen projects and to progress the Company's other renewable and clean energy investments. The
Group’s focus is to:
• Agree power supply and offtake commercial terms and commence the development approval
process for Hydrogen Brighton with Tas Gas as a project partner.
• Secure land for Hydrogen Bell Bay and advance discussions with Tas Gas to also partner on this
project.
• Agree the first offtake for the Melbourne Hydrogen Hub in collaboration with the Bus Association of
Victoria.
• Establish a joint venture to progress Hydrogen Portland with a major international renewables partner
from.
• Continue to provide financial and operational support as appropriate to investee companies, including
participating in equity raises to maintain or increase the interest held by ReNu Energy.
• Raise capital as required to support the strategic investment decisions made.
• Continue to assess additional renewable and clean energy opportunities that fit the Company’s
investment criteria.
13
Directors’ Report (continued)
Dividend
No dividends were declared or paid during the year ended 30 June 2022.
The Directors do not propose to recommend the payment of a dividend in respect of the period ended
30 June 2022.
Directors' interests in the Shares and Options of the Company
As at the date of this report, the interests of the Directors in the shares of ReNu Energy Limited were:
Director
Boyd White
Tony Louka
Tim Scholefield
Geoffrey Drucker
Susan Oliver
Fully paid
Ordinary
Shares
Listed Options
over ordinary
shares
10,083,333
6,318,500
6,901,931
42,543,958
6,000,000
83,333
-
-
-
-
Significant events after the reporting date
No matter or circumstance has arisen since 30 June 2022 that has significantly affected, or may
significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in
future financial years.
Environmental regulations and performance
As a renewable and clean energy investor, environmental sustainability is at the heart of every activity ReNu
Energy undertakes.
The Group is required to carry out its activities in accordance with relevant laws and regulations. The Group
is committed to minimising the impact of its activities on the natural landscape, waterways, flora and fauna in
a manner consistent with environmental best practice standards.
Indemnification and insurance of Directors and officers
During the financial year, the Company paid premiums in respect of contracts insuring Directors, Secretaries,
and executive officers of the Group and related entities against liabilities incurred as Director, Secretary or
executive officer to the extent permitted by the Corporations Act 2001, subject to the terms, conditions,
limitations and exclusions of the policy. Under the terms of the policy, the Group is precluded from disclosing
details of premiums paid.
The Company has entered into deeds of indemnity, insurance and access with each person who is, or has
been, a Director of the Company. To the extent permitted by law and subject to the restrictions in s199A of
the Corporations Act 2001, the Company must continually indemnify each Director against liability (including
liability for costs and expenses) for an act or omission in the capacity as Director, subject to certain exclusions.
No payment has been made to indemnify a Director during or since the end of the financial year.
14
Directors’ Report (continued)
Indemnification of auditors
The Company has not otherwise, during or since the end of the financial year, except to the extent permitted
by law, indemnified or agreed to indemnify an auditor of the Company or of any related body corporate against
a liability incurred as such an auditor.
Rounding
The amounts contained in this report and in the financial report have been rounded to the nearest $1 (unless
otherwise stated) under the option available to the Company under ASIC Corporations (Rounding in
Financial/Directors’ Reports) Instrument 2016/191. The Company is an entity to which the ASIC Corporations
Instrument applies.
Share Options
Under the terms of the 6 December 2021 capital raising of $2.376 million by way of a placement at $0.09 per
share, subscribers were entitled to receive 1 attaching option for every four shares subscribed for, with a
strike price of $0.07 per share and an expiry date of 31 December 2023. The 6,600,000 attaching options
(Options) were issued on 9 December 2021.
Shareholder approval was obtained at an extraordinary general meeting held on 1 February 2022 for the
grant of 5,000,000 options with an exercise price of $0.07 per share expiring on 31 December 2023 to the
lead manager and broker of the capital raising (Broker Options). The Broker Options were issued on 8
February 2022.
The Options and Broker Options were granted quotation on the ASX on 10 December 2021 and 10 February
2022 respectively.
Under the terms of the Share Purchase Plan that closed on 18 February 2022 and raised $1.247 million at
$0.09 per share, subscribers were entitled to receive 1 attaching option for every four shares subscribed for
(subject to shareholder approval), with a strike price of $0.07 per share and an expiry date of 31 December
2023.
The granting of up to 4,166,667 attaching options (SPP Options) was approved by shareholders at an
extraordinary general meeting held on 1 February 2022.
3,463,403 SPP Options were issued on 18 February 2022 and granted quotation on the ASX on 21 February
2022.
No share options holder has any right under the options to participate in any other share issue of the company
or any other entity. At the date of this report no ordinary shares of the Company have been issued on the
exercise of share options.
Directors’ meetings
During the period, there were nine Directors’ meetings held. The number of Directors’ meetings and the
number of meetings attended by each of the Directors of the Company during the financial period are as
follows:
15
Directors’ Report (continued)
Directors’ meetings
Risk & Audit Committee
meetings
Remuneration &
Nominations Committee
meetings
A
9
9
9
2
2
H
9
9
9
2
2
A
2
5
5
-
3
H
2
5
5
-
3
A
4
4
-
1
-
H
4
4
-
1
-
Boyd White
Tony Louka
Tim Scholefield
Geoffrey Drucker
Susan Oliver
A – Number of meetings attended
H – Number of meetings held whilst in office / a Committee member
Committee memberships as at 30 June 2022 and as at the date of this report are:
Risk & Audit Committee – Membership comprises three Non-executive Directors: Tim Scholefield (Chair),
Tony Louka and Susan Oliver.
Remuneration & Nominations Committee – Membership comprises two Non-executive Directors: Tony
Louka (Chair) and Boyd White; and one Executive Director: Geoffrey Drucker.
Auditor independence
In accordance with section 307C of the Corporations Act 2001, the Directors received a declaration of
independence from the auditor of ReNu Energy Limited which is listed immediately after this report and forms
part of this Directors’ Report and can be found on page 33.
Non-audit services
The Company may decide to employ the auditor on assignments in addition to their statutory audit duties,
where the auditor’s expertise and experience with the Company and/or the Group are important.
Details of amounts paid or payable to the auditor (BDO Audit Pty Ltd) for audit and non-audit services
provided during the year are set out in note 14 to the Financial Statements.
The Board of Directors has considered the position and is satisfied that the provision of the non-audit services
is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
The Board of Directors, in accordance with advice provided by the Risk and Audit Management Committee,
is satisfied that the provision of non-audit services by the auditor, as set out in note 14 to the Financial
Statements, did not compromise the auditor independence requirements of the Corporations Act 2001 for the
following reasons:
•
•
all non-audit services have been reviewed by the Risk and Audit Committee to ensure they do not
impact the impartiality and objectivity of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in
APES 110 Code of Ethics for Professional Accountants.
During the year the following fees were paid or payable for non-audit services provided by the auditor of the
parent entity, its related practices and non-related audit firms:
16
Directors’ Report (continued)
Other assurance services
Amounts received or due and receivable by BDO Audit Pty Ltd or its related entities
for:
Fees for preparation of Independent Expert’s Report
2022
$
2021
$
90,000
90,000
-
-
Proceedings on behalf of the Company
As far as the Directors are aware, no proceedings have been brought or intervened in on behalf of the
Company with the leave of the Court, nor has any application for leave been made in respect of the Company,
under section 237 of the Corporations Act 2001.
Corporate governance
The Directors recognise the need for the highest standards of corporate behaviour and accountability and
therefore support and have adhered to the principles of Corporate Governance. The Company’s Corporate
Governance Statement
the Company’s website: http://renuenergy.com.au/about-
us/governance/
is available on
17
Directors’ Report (continued)
Remuneration Report (Audited)
This Remuneration Report for the year ended 30 June 2022 outlines the remuneration arrangements in place
for Directors and Executives of ReNu Energy Limited in accordance with the requirements of the Corporations
Act 2001 and its Regulations. This information has been audited as required by section 308(3C) of the Act.
The Remuneration Report is presented under the following sections:
1.
Introduction
2. Remuneration governance
3. Executive remuneration arrangements
A. Remuneration principles and strategy
B. Approach to setting remuneration
C. Details of Incentive Plans
4. Executive remuneration outcomes for FY22 (including link to performance)
5. Summary of executive contractual arrangements
6. Non-executive Director remuneration
7. Share based compensation
8. Other statutory disclosures
18
Directors’ Report (continued)
Remuneration Report (Audited)
1.
Introduction
The Remuneration Report details the remuneration arrangements for Key Management Personnel (KMP)
who are defined as those persons having authority and responsibility for planning, directing and controlling
the major activities of the Company directly or indirectly including any Director.
For the purposes of this report, the term ‘executive’ encompasses the Chief Executive Officer and the
executive management team of the Company. The KMP covered in this report are set out in the table below.
Non-executive Directors (NEDs)
Boyd White
Tony Louka
Tim Scholefield (commenced 1 January 2022)
Susan Oliver (commenced 8 February 2022)
Executive Directors
Chairman
Director
Director
Director
Tim Scholefield (ceased 31 December 2021)
Geoffrey Drucker (commenced 8 February 2022)
Executive Director
Executive Director
Other KMP
Greg Watson
KMP who ceased in prior year
Nil
2.
Remuneration governance
Remuneration and Nominations Committee
Chief Executive Officer & Company Secretary
The Remuneration and Nominations Committee has the primary objective of assisting the Board in
developing and assessing the remuneration policy and practices of the Directors, Chief Executive Officer
(CEO) and senior executives.
Specifically, the Board approves the remuneration arrangements of the CEO, the aggregate annual fixed
remuneration salary review, short-term incentives and the methodology for awards made under long-term
incentive plans following recommendations from the Remuneration & Nominations Committee. The Board
also sets the aggregate remuneration of Non-executive Directors, which is then subject to shareholder
approval, and individual Directors’ fees.
Committee assessments incorporate the development of remuneration policies and practices which will
enable the Group to attract and retain executives who will create value for shareholders. Executives will be
fairly and responsibly rewarded having regard to the performance of the Group, the performance of the
executive and the general market environment.
19
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
The Remuneration & Nominations Committee meets as required throughout the year. The CEO attends
Remuneration & Nominations Committee meetings by invitation, where management input is required. The
CEO is not present during any discussions related to his own remuneration arrangements.
Further information on the Remuneration & Nomination Committee’s role, responsibilities and membership
can be found on the Company’s web site at www.renuenergy.com.au
Use of remuneration consultants
During the year Titan Recruitment was engaged to provide Non-executive Director and Executive
remuneration benchmarking. The remuneration data provided was used as an input to the remuneration
decisions by the Board only. The Board considered the data provided, together with other factors, in setting
Executives’ remuneration. No remuneration recommendations, as defined by the Corporations Act 2001,
were provided by remuneration consultants.
3.
Executive remuneration arrangements
3A. Remuneration principles and strategy
ReNu Energy's executive remuneration strategy is designed to attract, motivate and retain highly skilled
executives and align the interests of executives and shareholders.
To this end, the Company embodies the following principles in its remuneration framework:
• Provide competitive salaries to attract high calibre executives.
• Link executive performance rewards to medium and longer-term shareholder value creation through KPI-
linked short term incentives.
• Establish appropriate share price performance hurdles under long-term incentive plans to align executive
reward with shareholder value creation, the achievement of which will depend on the Group achieving key
corporate milestones that are integral to the Group’s successful completion of its business plan.
The Group aims to reward its executives with a level and mix of remuneration commensurate with their
position and responsibilities within the Group to:
• Reward executives for Group, business division and individual performance against targets set by
reference to appropriate benchmarks.
• Link reward with the strategic goals and performance of the Group.
• Ensure total remuneration is competitive by market standards.
3B. Approach to setting remuneration
The key executives’ emoluments are structured to retain and motivate executives by offering a competitive
base salary, a short-term annual cash or share based performance related component together with longer
term performance incentives through the ReNu Energy Limited Loan Share Plan which aligns executives’
interests with those of shareholders.
For the year ended 30 June 2022, remuneration consisted of the following key elements:
• Fixed remuneration – base salary and superannuation;
• Variable remuneration in the form of cash or share based incentives; and
20
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
• Variable remuneration under the Company’s Loan Share Plan, payable in Shares subject to the
Company’s share price achieving specified hurdles.
The level of fixed remuneration is set to provide a base level of remuneration which is both appropriate to the
position and is competitive in the market. Fixed remuneration of the Chief Executive Officer is reviewed
annually by the Remuneration and Nominations Committee and approved by the Board. Factors considered
include the Group and individual performance, relevant comparative remuneration in the market and internal
and, where appropriate, external advice. The Remuneration and Nominations Committee has access to
external advice independent of management.
Senior executives receive their fixed (primary) remuneration in cash. The fixed remuneration component of
senior executives who are key management personnel is detailed in Table 1 of this report.
3C. Details of Incentive Plans
Short term incentives
The Company uses short term incentives to:
• Reward employees for their contribution in ensuring that ReNu Energy achieves corporate key
deliverables.
• Encourage teamwork.
• Enhance ReNu Energy attracting and retaining high calibre and high performing employees.
• Link remuneration directly to the achievement of key organisational objectives.
During the 2022 financial year, share based payments were awarded to staff and executives based on an
assessment of their contributions to the Group’s achievements during the 2021 calendar year. No Key
Management Personnel were awarded any cash incentives for the financial year.
It is intended that for future periods, specific personal and corporate KPIs will be set annually, and the
award of short-term incentives will be determined in relation to achievement of the relevant KPI.
Loan Share Plan
At the 2017 AGM, shareholders approved a Loan Share Plan (LSP) to retain, motivate and attract executives
and Directors and to better align the interests of employees and Directors with those of the Group and its
shareholders by providing an opportunity for employees and Directors to acquire shares subject to the terms
and conditions of the LSP (Plan Shares).
The Plan Shares are issued or transferred to the participants in the LSP at market value, subject to
shareholder approval in the case of Plan Shares issued to Directors and determined by the Board in its
absolute discretion for executives who are not Directors. The Group may provide a limited recourse loan to
participants to assist them to purchase Plan Shares (Loan).
The Plan Shares will vest on the satisfaction of any applicable performance condition, service requirement or
other conditions specified at the time of issue.
During the 2022 financial year, Plan Shares were issued to executives and Directors with vesting conditions
which require completion of a six-month service period and the Company’s share price achieving a price
which represents a significant increase in shareholder value in relation to the share price at the time that the
21
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
Plan Shares were granted. The issue of the Plan Shares was approved by shareholders at the extraordinary
general meeting of the Company held on 1 February 2022.
Hedging of shares and options risk
Currently no Director or officer uses hedging instruments to limit their exposure to risk on either shares or
options in the Company. The Company’s policy is that the use of such hedging instruments is prohibited
4.
Executive remuneration outcomes for FY22
Company performance and its link to the Company's remuneration principles and strategy
The 2022 financial year was one which saw the Group successfully implement its strategy to drive the
transition to a low carbon future by investing in renewable and clean energy technologies and identifying and
developing hydrogen projects to create stakeholder value, enabling the transformation to a low carbon future
through collaboration and innovation. ReNu Energy successfully raised and deployed funds to acquire a
portfolio of interests in renewable energy technologies and projects, and progressed a portfolio of green
hydrogen projects with a focus on supplying domestic demand.
To allow the Group full flexibility in adapting to its changing landscape, specific measurable short-term targets
were not set for the 2022 financial year. KMP were awarded share-based incentives in recognition of
achievements for the 2021 calendar year. No cash incentives were awarded.
It is intended that corporate and individual KPIs will be set for the 2023 financial year, such that executives
are rewarded for the achievement of milestones that are both measurable and outcomes based. These
milestones will be set by the Board as they represent key drivers for creating short term shareholder value.
The Company's Loan Share Plan has vesting conditions that are designed to align the interests of the
executives and shareholders through the delivery of substantial increased shareholder value, through the
Company's share price.
The remuneration of senior executives who were KMP during the year ended 30 June 2022 is set out below:
22
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
Table 1 – Remuneration of senior executives of the Group for the year ended 30 June 2022
Short-term*
Share-based payments**
Name
Salary
$
Superannuation
$
Loan Share
Plan Shares
$
Bonus
Shares
$
Total
$
Performance
related
%
G Watson
328,538
32,854
31,552
54,675
447,619
T Scholefield1
125,223
-
18,931
54,675
198,829
G Drucker2
100,000
10,000
25,242
-
135,242
Totals3
553,761
42,854
75,725
109,350
781,690
12%
20%
-
-
* Fixed remuneration
** Variable remuneration
1
T Scholefield is engaged through an associated company Pacific Energy Partners Pty Ltd. Mr Scholefield became a non-Executive
director on 1 January 2022. The above table contains his remuneration (including consulting fees) for the period 1 July 2021 to 31
December 2021.
2 Geoffrey Drucker was appointed as Executive Director on 8 February 2022.
3
A portion of senior executive remuneration is recoverable by the Group under agreements with third parties.
Table 2 – Remuneration of senior executives of the Group for the year ended 30 June 2021
Short-term*
Share-based payments**
Name
G Watson
Salary
$
Superannuation
$
231,195
20,805
T Scholefield1
275,098
-
Totals2
506,293
20,805
Loan Share
Plan Shares
$
Bonus
Shares
$
Performance
related
%
Total
$
-
-
-
-
-
-
252,000
275,098
527,098
-
-
-
* Fixed remuneration
** Variable remuneration
T Scholefield is engaged through an associated company Pacific Energy Partners Pty Ltd.
A portion of senior executive remuneration is recoverable by the Group under agreements with third parties.
1.
2.
Remuneration arrangements for KMP are formalised in employment agreements. Details of these contractual
agreements are provided below.
23
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
Chief Executive Officer and Company Secretary – Greg Watson
Mr Watson was appointed as Chief Financial Officer and Company Secretary on 9 September 2019 under
an Employment Agreement dated 9 September 2019. Mr Watson was appointed Chief Executive Officer on
26 February 2020.
Mr Watson entered into a variation to Employment Agreement commencing 1 January 2022. The key terms
of Mr Watson’s employment are as follows:
• Base remuneration of $350,000 per annum plus superannuation.
• Discretionary short-term incentive up to a maximum of 30% of the base remuneration, to be awarded
based on achievement of KPIs to be specified by the Board.
• Long-term incentive (Loan Share Plan Shares) – Mr Watson was granted three equal tranches of
shares, totalling 10,000,000 shares, pursuant to the Loan Share Plan (Plan Shares), following
approval by shareholders at the extraordinary general meeting held on 1 February 2022. Each
tranche vests if, within 10 years of issue, the Company’s share price achieves a 15-trading day
volume weighted average price in excess of $0.15, $0.25 and $0.35 for each of the three tranches
respectively. Unvested shares vest upon a change of control of the Company. The shares were
issued at an Issue Price of $0.09 and Mr Watson was provided with an interest-free, non-recourse
loan for the value of the shares.
• Termination provisions as set out below:
Notice
period
Payment
in lieu of
notice
Resignation
3 months
3 months
Failure by Company to pay
remuneration or benefits
None
None
Treatment of
STI on
termination
Unvested
awards forfeited
Unvested
awards forfeited
Treatment of LTI on termination
Unvested awards forfeited
Unvested awards forfeited
Change of strategic
direction, material
diminution of the officer’s
duties or substantial
change in location
1 month
6 months
Unvested
awards forfeited
Where a change in control occurs,
the Board may determine that Loan
Share Plan Shares vest on terms
and conditions determined by the
Board
Termination for cause
14 days
None
Termination without cause
6 months
6 months
Unvested
awards forfeited
Unvested
awards forfeited
Unvested awards forfeited
Unvested awards forfeited
24
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
Executive Director – Tim Scholefield (ceased as Executive Director 31 December 2021)
Mr Scholefield was appointed as an Executive Director on 6 December 2019 to coordinate, implement and
oversee the permanent abandonment of the Company’s geothermal wells in the Cooper Basin. In addition to
this responsibility Mr Scholefield also supported the CEO in the assessment and recommendation for
involvement in renewable and clean energy opportunities. With the Company’s geothermal wells permanently
abandoned during 2021 and a portfolio of renewable and clean energy investments secured, Mr Scholefield
ceased his executive role on 31 December 2021.
During the 2022 financial year, Mr Scholefield was engaged through an associated company Pacific Energy
Partners Pty Ltd to provide consulting services to the Company (that are in addition to Executive and Non-
executive Director responsibilities). The daily rate is $1,850. With effect from 1 January 2022, Non-executive
Director fees of $50,000 per annum are payable. The services agreement with Pacific Energy Partners Pty
Ltd has a three-month notice period and no amounts are payable on termination.
Long term incentive (Loan Share Plan Shares) – Mr Scholefield was granted three equal tranches of shares,
totalling 6,000,000 shares, pursuant to the Loan Share Plan (Plan Shares), following approval by
shareholders at the extraordinary general meeting held on 1 February 2022. Each tranche vests if, within 10
years of issue, the Company’s share price achieves a 15-trading day volume weighted average price in
excess of $0.15, $0.25 and $0.35 for each of the three tranches respectively. Unvested shares vest upon a
change of control of the Company. The shares were issued at an Issue Price of $0.09 and Mr Scholefield
was provided with an interest-free, non-recourse loan for the value of the shares.
Mr Scholefield was granted a discretionary bonus of 675,000 shares during the 2022 financial year in
recognition of the results achieved during calendar year 2021.
Executive Director – Geoffrey Drucker (appointed 8 February 2022)
Mr Drucker was appointed Executive Director – Hydrogen, on completion of the Company’s acquisition of
Countrywide Hydrogen Pty Ltd on 8 February 2022. The key terms of Mr Drucker’s employment are as
follows:
• Base remuneration of $240,000 per annum plus superannuation.
• Conditional remuneration of $60,000 plus superannuation in the event of meeting defined hydrogen
project development milestones.
• Discretionary short-term incentive up to a maximum of 30% of the aggregate of the base and
conditional remuneration, to be awarded based on achievement of KPIs to be specified by the Board;
• Long term incentive (Loan Share Plan Shares) – Mr Drucker was granted three equal tranches of
shares, totalling 8,000,000 shares, pursuant to the Loan Share Plan (Plan Shares), following approval
by shareholders at the extraordinary general meeting held on 1 February 2022. Each tranche vests
if, within 10 years of issue, the Company’s share price achieves a 15-trading day volume weighted
average price in excess of $0.15, $0.25 and $0.35 for each of the three tranches respectively.
Unvested shares vest upon a change of control of the Company. The shares were issued at an Issue
Price of $0.09 and Mr Drucker was provided with an interest-free, non-recourse loan for the value of
the shares;
• Termination provisions as set out below:
25
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
Notice
period
Payment in
lieu of
notice
Treatment of STI on
termination
Treatment of LTI on
termination
Resignation
3 months
3 months
Failure by Company to pay
remuneration or benefits
None
None
Change of control
1 month
1 month
Termination for cause
14 days
None
Termination without cause
6 months
6 months
Unvested awards
forfeited
Unvested awards
forfeited
Unvested awards
forfeited
Unvested awards
forfeited
Unvested awards
forfeited
Unvested awards forfeited
Unvested awards forfeited
The Board may determine
that Loan Share Plan Shares
vest on terms and conditions
determined by the Board
Unvested awards forfeited
Unvested awards forfeited
5.
Non-executive Director remuneration arrangements
Remuneration Policy
The Board seeks to set aggregate remuneration at a level which provides the Group with the ability to attract
and retain Directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.
The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it
is apportioned among Directors is reviewed annually. The Board may consider advice from external
consultants as well as the fees paid to Non-executive Directors of comparable companies when undertaking
the annual review process. The amounts are set at a level that compensates the Directors for their significant
time commitment in overseeing the progression of the Company’s business plan.
The Constitution of ReNu Energy and the ASX Listing Rules specify that the aggregate remuneration of Non-
executive Directors shall be determined from time to time by a general meeting. An amount not exceeding
the amount determined is then divided between the directors as agreed. The latest determination was at the
Annual General Meeting held on 28 November 2007 when shareholders approved a maximum aggregate
remuneration of $700,000 per year.
Structure
Each Non-executive Director receives a fee for being a Director of the Company. The current fee structure is
to pay Non-executive Directors a gross annual remuneration of $50,000 per annum with the Chairman paid
$65,000 per annum including superannuation. There are no additional fees paid for committee memberships.
There are no retirement benefits offered to Non-executive Directors.
The remuneration of Non-executive Directors for the year ended 30 June 2022 is detailed in Table 3 of this
report and the remuneration for the comparative year ended 30 June 2021 is detailed in Table 4.
26
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
Table 3 – Non-executive Directors’ Remuneration for the year ended 30 June 2022
Directors’
fees
Consulting
Fees
Superannuation
Loan Share
Plan Shares
Director
B. White1
T. Louka2
T. Scholefield3
S. Oliver4
Totals
$
59,091
50,004
25,000
18,939
153,034
$
-
-
41,158
-
41,158
1. Mr B. White was Chairman for the whole period.
$
5,909
-
-
1,894
7,803
$
28,397
18,931
-
18,931
66,259
Bonus
Shares
$
20,250
16,200
-
-
36,450
Total
$
113,647
85,135
66,158
39,765
304,705
2. Mr T Louka is engaged through an associated company, Maxify Pty Ltd, to provide director services to the Company
3. Mr T. Scholefield is engaged through an associated company, Pacific Energy Partners Pty Ltd, to provide director services to the
Company. Mr Scholefield was an Executive Director until 31 December 2021. The above table reflects the non-executive director
fees and consulting fees (for services that are in addition to Non-executive Director responsibilities) for the period 1 January 2022 to 30
June 2022. Mr Scholefield’s share-based payments are captured in Table 1. A portion of the consulting fees is recoverable by the
Group under agreements with third parties.
4. Ms S. Oliver was appointed on 8 February 2022.
Table 4 – Non-executive Directors’ Remuneration for the year ended 30 June 2021
Director
B. White1
T. Louka2
Totals
Directors’
fees
$
Consulting
fees
$
Superannuation
$
Loan Share
Plan Shares
$
Bonus
Shares
$
59,361
50,004
109,365
-
-
-
5,639
-
5,639
-
-
-
-
-
-
Total
$
65,000
50,004
115,004
1. Mr B. White was Chairman for the whole period.
2. Mr T Louka is engaged through an associated company, Maxify Pty Ltd, to provide director services to the Company.
6.
Share based compensation
Loan Share Plan Shares
On 8 February 2022, the Company issued 45,000,000 ordinary shares (Plan Shares) to Directors and
executives of the Company pursuant to the Loan Share Plan approved by shareholders at an extraordinary
general meeting held on 1 February 2022.
The Plan Shares are subject to the achievement of certain share price targets for ReNu Energy’s shares
(Target Price) as follows:
27
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
Vesting
Condition
Boyd
White
Tony
Louka
Tim
Scholefield
Susan
Oliver
Geoffrey
Drucker
Greg
Watson
Share
Target
Price*
Number of
Plan
Shares
Number of
Plan
Shares
Number of
Plan
Shares
Number of
Plan
Shares
Number of
Plan
Shares
Number of
Plan
Shares
Total Plan
Shares
$0.15
$0.25
$0.35
Total Plan
Shares
3,000,000
2,000,000
2,000,000
2,000,000
2,666,667
3,333,333
15,000,000
3,000,000
2,000,000
2,000,000
2,000,000
2,666,667
3,333,333
15,000,000
3,000,000
2,000,000
2,000,000
2,000,000
2,666,666
3,333,334
15,000,000
9,000,000
6,000,000
6,000,000
6,000,000
8,000,000
10,000,000
45,000,000
* The Target Price vesting condition will be satisfied where the Volume Weighted Average Price of the Company’s shares
over any 15-day trading period is at least the Target Price.
The Board may determine that Plan Shares vest if there is a change of control event.
Each recipient has been provided with a 10-year, limited recourse, interest-free loan to fund the acquisition
of the Plan Shares. The loan amount is calculated as $0.09 per Plan Share multiplied by the number of Plan
Shares and is repayable in certain circumstances, including when employment with the Company ceases.
The Company’s recourse against the employee is limited to the loan amount if the Plan Shares have vested,
or otherwise the transfer back to the Company of the Plan Shares to which the loan relates.
As the Company has no right to receive cash settlement for the loan (the directors and executive can elect
to forfeit the shares), no loan receivable has been recognised by the Company. The effect of the contractual
arrangements is equivalent to an option exercisable at the time of loan repayment at an exercise price of
$0.09 per share. As a result, the grant of Plan Shares has been valued using an option pricing model and the
fair value recognised in profit or loss over the expected vesting period.
The movements of Plan Shares, held directly, indirectly, or beneficially by each key management personnel
member, including their related parties during the financial year ended 30 June 2022 is set out in Table 5
below.
28
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
Table 5 – Shares granted to Directors and key management personnel as part of remuneration for
the year ended 30 June 2022
Executive
Balance at
beginning
of period
(shares)
Shares
granted
during the
reporting
period
(shares)
Fair value of
shares
granted
during the
year ($)
B. White
-
3,000,000
3,000,000
3,000,000
250,0002
T. Louka
-
2,000,000
2,000,000
2,000,000
200,0002
0.061
0.056
0.050
0.081
0.061
0.056
0.050
0.081
Grant date
Expiry
date
1/02/2022 1/02/2032
1/02/2022 1/02/2032
1/02/2022 1/02/2032
1/02/2022
-
1/02/2022 1/02/2032
1/02/2022 1/02/2032
1/02/2022 1/02/2032
1/02/2022
-
T Scholefield
-
2,000,000
0.061
1/02/2022 1/02/2032
2,000,000
2,000,000
675,0002
S. Oliver
-
2,000,000
2,000,000
2,000,000
G Drucker
-
2,666,667
2,666,667
2,666,666
G. Watson
-
3,333,333
3,333,333
3,333,334
675,0002
Total1
46,800,000
0.056
0.050
0.081
0.061
0.056
0.050
0.061
0.056
0.050
0.061
0.056
0.050
0.081
1/02/2022 1/02/2032
1/02/2022 1/02/2032
1/02/2022
-
1/02/2022 1/02/2032
1/02/2022 1/02/2032
1/02/2022 1/02/2032
1/02/2022 1/02/2032
1/02/2022 1/02/2032
1/02/2022 1/02/2032
1/02/2022 1/02/2032
1/02/2022 1/02/2032
1/02/2022 1/02/2032
Shares
lapsed
during the
reporting
period
(shares)
Balance as at
the end of the
reporting
period
(shares)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,000,000
3,000,000
3,000,000
250,000
9,250,000
2,000,000
2,000,000
2,000,000
200,000
6,200,000
2,000,000
2,000,000
2,000,000
675,000
6,675,000
2,000,000
2,000,000
2,000,000
6,000,000
2,666,667
2,666,667
2,666,666
8,000,000
3,333,333
3,333,333
3,333,334
1/02/2022
-
-
675,000
10,675,000
46,800,000
1.
2.
Shares granted as part of short-term incentive remuneration have been accounted for as share-based payments.
This relates to the discretionary bonus granted during the 2022 financial year in recognition of the results achieved during calendar year 2021.
29
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
Table 6 - Shares granted to KMP as part of remuneration for the year ended 30 June 2021
Balance at
beginning of
period
(shares)
Fair value
of shares
granted
during the
year
($)
Grant date
Expiry date
Shares lapsed
during the
reporting period
(shares) 1
Balance as at the
end of the
reporting period
(shares)
8,655,000
$0.068
28/11/18
28/11/28
(8,655,000)
5,769,000
$0.068
29/11/18
29/11/28
(5,769,000)
Executive
C. Ricato
W. Leitao
Total
14,424,000
(14,424,000)
1.
Loan Share Plan Shares did not meet the vesting conditions and therefore were transferred back to the Company following
approval at the Annual General Meeting for the year ended 30 June 2020.
No Plan Shares have vested at the end of the reporting period.
-
-
-
7.
Other statutory disclosures
Related party transactions with Directors
The Group engaged Pacific Energy Partners Pty Ltd to provide consulting services. The key resource from
Pacific Energy Partners Pty Ltd is Tim Scholefield (Executive Director). Consulting and Executive director
fees of $166,381 (2021: $261,454) were paid during the year.1 The material terms of the engagement of
Pacific Energy Partners are disclosed in section 4 of the Remuneration Report.
Shareholdings of Key Management Personnel
The movements of the Company's ordinary shares, held directly, indirectly or beneficially by each Key
Management Personnel member, including their related parties during the financial year ended 30 June 2022
are set out in Table 7 below.
1 Excludes Non-executive Director fees
30
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
Table 7 - Shareholdings of Key Management Personnel
Balance
at
Beginning
of Period
1/07/2021
Issued
under
Loan
Share
Plan1
Share based
STI2
Acquired
Under the
Share
Purchase
Plan3
On-
market
purchase
of shares
Shares
acquired in
Countrywide
Hydrogen
Acquisition4
Balance at
End of
Period
30/06/2022
Directors
B. White
- Unrestricted
500,000
-
250,000
333,333
9,000,000
-
-
200,000
6,000,000
-
-
675,000
6,000,000
-
8,000,000
-
6,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
118,500
-
226,931
-
-
-
-
-
-
-
-
-
-
-
1,083,333
9,000,000
318,500
6,000,000
901,931
6,000,000
-
-
34,543,958 42,543,958
-
-
-
6,000,000
- Unvested6
T. Louka
- Unrestricted
- Unvested6
T. Scholefield
- Unrestricted
-- Unvested6
G. Drucker
- Unrestricted
- Unvested5 6
S. Oliver
- Unrestricted
- Unvested6
Executives
G. Watson
- Unrestricted
- Unvested6
-
-
-
-
-
-
-
-
-
-
-
675,000
333,333
35,000
-
1,043,333
- 10,000,000
-
-
-
- 10,000,000
Total
500,000 45,000,000
1,800,000
666,666
380,431
34,543,958 82,891,055
1. Ordinary Shares issued under the Loan Share Plan are subject to vesting conditions – refer to section 6 of the Remuneration
Report for further details.
2.
3.
4.
5.
Issued in recognition of achievements during the 2021 calendar year, including: addressing long standing liabilities from previous
operations, reduction in cost base, implementing a strategy to position the Company as a renewable and clean energy incubator/
accelerator, investing in 3 x portfolio clean and renewable energy companies, agreement to acquire 100% green hydrogen
company Countrywide Hydrogen, and successful capital raisings.
Shares taken up under the Share Purchase Plan that closed on 18 February 2022.
Acquisition of Countrywide Hydrogen Pty Ltd was a 100% scrip acquisition. Reflects consideration for founder shares acquired.
Shares issued on the acquisition of Countrywide Hydrogen Pty Ltd subject to escrow commencing 8 February 2022: 100% for 12
months, 75% for 18 months, and 50% for 24 months.
6. Ordinary Shares issued under the Loan Share Plan are subject to vesting conditions – refer to section 6 of the Remuneration
Report for further details.
31
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
End of Remuneration Report (Audited)
Signed in accordance with a resolution of the Directors.
Boyd White
Chairman
Brisbane
31 August 2022
32
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek St
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 4001
Australia
DECLARATION OF INDEPENDENCE BY ANTHONY WHYTE TO THE DIRECTORS OF RENU ENERGY LIMITED
As lead auditor of ReNu Energy Limited for the year ended 30 June 2022, I declare that, to the best of
my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of ReNu Energy Limited and the entities it controlled during the year.
A J Whyte
Director
BDO Audit Pty Ltd
Brisbane, 31 August 2022
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member
firms. Liability limited by a scheme approved under Professional Standards Legislation.
33
: Consolidated statement of profit or
loss and other comprehensive
income
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
2022
2021
Continuing operations
Revenue from contracts with customers
Total operating income
Interest income
Other income
Total income
Personnel expenses
Other operating expenses
General & administrative expenses
Finance costs
Total expenses
Loss before income tax expense
Income tax expense
Loss after income tax expense from continuing
operations
Note
$
-
$
-
-
55,362
24,214
3A
87,540
263,052
3B
3C
3D
142,902
287,266
(1,479,584)
(691,775)
(652,177)
(69,807)
(831,464)
(670,722)
(4,220)
(2,319)
(2,967,445)
(1,434,623)
(2,824,543) (1,147,357)
-
-
(2,824,543) (1,147,357)
Profit / (loss) from discontinued operations after tax
13
-
145,472
Net loss for the year after income tax attributable to
the owners of the parent
(2,824,543) (1,001,885)
Other comprehensive income for the period
-
-
Total comprehensive loss for the period attributable to
the owners of the parent
Earnings Per Share attributable to the owners of the
parent
Basic and Diluted Loss per share from continuing
operations (cents per share)
Basic and Diluted Loss per share (cents per share)
(2,824,543) (1,001,885)
12
12
(1.03)
(1.03)
(0.86)
(0.75)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with
the accompanying notes
34
: Consolidated statement of financial
position
AS AT 30 JUNE 2022
Current assets
Cash and cash equivalents
Trade and other receivables
Prepayments
Total current assets
Non-current assets
Property, plant and equipment
Investments at fair value through profit or loss
Intangibles
Total non-current assets
Total assets
Current Liabilities
Trade and other payables
Borrowings
Employee provisions
Total current liabilities
Non-current liabilities
Deferred tax
Employee provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Other reserves
Accumulated losses
Total equity
Note
2022
$
2021
$
18(A)
2,016,762
2,468,210
5
270,454
157,554
779,787
150,714
2,444,770
3,398,711
7
6
8
9
4
30,700
1,300,000
10,827,532
25,389
-
-
12,158,232
25,389
14,603,002
3,424,100
260,545
19,290
62,517
342,352
566,714
7,306
574,020
585,276
120,531
20,832
726,639
-
-
-
916,372
726,639
13,686,630
2,697,461
10
11
371,529,007
358,435,465
720,170
-
(358,562,547)
(355,738,004)
13,686,630
2,697,461
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
35
: Consolidated statement of cash
flows
FOR THE FINANCIAL YEAR ENDED 30
JUNE 2022
Operating Activities
Receipts from customers
Payments to suppliers and employees
Proceeds from R&D tax incentive
Payments for rehabilitation expenditure
Net Goods and Services Tax received
(paid)
Interest received
Interest paid
Costs associated with investments made
Net cash flows used in operating
activities
Investing Activities
Proceeds from sale of business
Investment in other entities
Cash acquired on acquisition of subsidiary
Derecognition of joint venture funds
Net cash from / (used in) investing
activities
Financing Activities
Proceeds from issue of shares, net of
share issue cost1
Repayment of borrowings
Repayment of lease liabilities
Transaction costs of share issues
Buy-back of unmarketable parcels of
shares
Net cash flow provided by financing
activities
Net decrease in cash and cash
equivalents
Add: Opening cash and cash equivalents
at 1 July
Note
2022
$
-
(1,979,967)
634,061
(349,594)
(123,858)
55,317
(3,020)
(241,853)
2021
$
228,960
(1,048,705)
182,188
(1,217,722)
79,565
42,047
(1,510)
-
18(B)
(2,008,914)
(1,735,177)
7
20
10
9
9
10
10
-
500,000
(1,275,000)
384,343
(141,732)
-
-
-
(1,032,389)
500,000
3,622,800
1,365,617
(106,162)
(57,148)
(442,508)
(427,126)
(54,107)
(56,926)
-
-
2,589,855
1,254,584
(451,448)
2,468,210
19,407
2,448,803
2,468,210
Cash and cash equivalents at 30 June
18(A)
2,016,762
1. Share issue costs are separated as new line item in FY22
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
36
: Consolidated statement of changes in
equity
Share Based
Payment
Reserve
Foreign Currency
Translation
Reserve
Issued Capital
(Note 11)
(Note 11)
FINANCIAL YEAR ENDED
30 JUNE 2022
At 1 July 2021
Loss for the period
Other comprehensive income
Total comprehensive income
for the year
Transactions with owners in
their capacity as owners:
Shares issued
Shares issued relating to
business combination
Buy-back of unmarketable
parcels
Share issue costs
$
358,435,465
-
-
3,622,800
10,772,762
(427,126)
(442,508)
$
-
-
-
-
-
-
-
Share based payment (note 15)
(432,386)
720,170
At 30 June 2022
371,529,007
720,170
Accumulated
Losses
Total Equity
$
$
(355,738,004)
2,697,461
(2,824,543)
(2,824,543)
-
-
(2,824,543)
(2,824,543)
-
-
-
-
-
3,622,800
10,772,762
(427,126)
(442,508)
287,784
(358,562,547)
13,686,630
$
-
-
-
-
-
-
-
-
-
FINANCIAL YEAR ENDED
30 JUNE 2021
At 1 July 2020
Loss for the period
Other comprehensive income
Total comprehensive income
for the year
Deregistration of equity
investment
Transactions with owners in
their capacity as owners:
Shares issued
Share issue costs
Share Based
Payment
Reserve
Foreign Currency
Translation
Reserve
Issued Capital
(Note 11)
(Note 11)
Accumulated
Losses
Total Equity
$
$
$
$
$
357,069,848
48,307
15,464
(354,750,907)
2,382,712
-
-
-
-
1,460,391
(94,774)
-
-
-
-
-
-
-
-
-
(1,001,885)
(1,001,885)
-
-
(1,001,885)
(1,001,885)
(15,464)
14,788
(676)
-
-
-
-
-
-
-
1,460,391
(94,774)
(48,307)
(355,738,004)
2,697,461
Share based payment (note 3B)
(48,307)
At 30 June 2021
358,435,465
-
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes
37
Notes to the Financial Statements
Note 1 – Corporate information
The financial report of ReNu Energy Limited (the Company) and its subsidiaries (collectively the Group) for
the year ended 30 June 2022 was authorised in accordance with a resolution of the Directors on 31 August
2022.
ReNu Energy Limited is a for profit Company limited by shares, incorporated and domiciled in Australia whose
shares are publicly traded on the Australian Securities Exchange. The nature of the operations and principal
activities of the Group are described in the Directors’ Report.
Note 2 – Summary of significant accounting policies
A.
Basis of preparation
The financial report is a general purpose financial report which has been prepared in accordance with the
requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative
pronouncements of the Australian Accounting Standards Board. The financial report has also been prepared
on a historical cost basis.
B.
Compliance with IFRS
The financial report complies with Australian Accounting Standards and International Financial Reporting
Standards (IFRS) as issued by the International Accounting Standards Board.
C.
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new and revised 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.
There were no standards that had any significant impact on the Group’s accounting policies.
D.
Going Concern
The financial statements have been prepared on the going concern basis, which contemplates continuity of
normal business activities and the realisation of assets and settlement of liabilities in the normal course of
business.
As disclosed in the financial statements, the Group has net operating cash outflows for the year of $2,008,914
and as at 30 June 2022 has cash and cash equivalents of $2,016,762. The Group also generated a loss after
tax of $2,824,543. The ability of the Group to continue as a going concern is principally dependent upon one
or more of the following conditions:
•
•
Securing appropriate projects and related funding for project investment.
Effective cash flow management.
• Raising additional capital or securing other forms of financing, as and when necessary to meet the
levels of expenditure required for the Group to advance its strategy to investing in renewable and clean
energy technologies and develop green hydrogen projects.
These conditions give rise to material uncertainty which may cast significant doubt over the Group’s ability
to continue as a going concern.
38
Notes to the Financial Statements (continued)
The Directors are satisfied that the Group has access to sufficient funds to extinguish creditors and liabilities
in the ordinary course of business for at least the next 12 months from the date of signing this report and
accordingly have applied the going concern basis of accounting in preparing the financial statements.
Should the Group be unable to continue as a going concern, it may be required to realise its assets and
extinguish its liabilities other than in the ordinary course of business, and at amounts that differ from those
stated in the financial report. The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts or classification of liabilities and
appropriate disclosures that may be necessary should the Group be unable to continue as a going concern.
E.
Basis of consolidation
The consolidated financial statements comprise the financial statements of the Group as at 30 June 2022.
Subsidiaries are all entities which the Group controls. 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. Specifically, the Group controls an investee if and only if the Group has:
•
•
•
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities
of the investee).
Exposure, or rights, to variable returns from its involvement with the investee.
The ability to use its power over the investee to affect its returns.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the
Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets,
liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the
consolidated financial statements from the date the Group gains control until the date the Group ceases to
control the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders
of the parent of the Group and to the non-controlling interests. All intra-group assets and liabilities, equity,
income, expenses and cash flows relating to transactions between members of the Group are eliminated in
full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the Group loses control over a subsidiary, it derecognises the related assets (including
goodwill), liabilities, non-controlling interest and other components of equity while any resultant gain or loss
is recognised in profit or loss. Any investment retained is recognised at fair value with the change in carrying
amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of
subsequently accounting for the retained interest as an associate, joint venture or financial asset.
Material controlled entity/subsidiaries
The consolidated financial statements include the financial statements of the ultimate parent company, ReNu
Energy Limited, and its controlled entities. Principal subsidiaries, all of which are incorporated in Australia,
are listed in the following table:
39
Notes to the Financial Statements (continued)
Name
Countrywide Hydrogen Pty Ltd (formerly
Countrywide Renewable Hydrogen Limited)
Principal activities
Hydrogen project origination
Countrywide Renewable Energy Pty Ltd
Dormant
F.
Foreign currency translation
Equity Interest %
2022
2021
100
100
-
-
Both the functional and presentation currency of ReNu Energy is Australian dollars ($A). Transactions in
foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of
the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate
of exchange ruling at the reporting date.
Differences arising on the settlement or translation of monetary items are recognised in the profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using
the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a
foreign currency are translated using the exchange rates at the date when the fair value was determined.
Exchange differences arising from the translation of financial statements of foreign subsidiaries are taken to
the foreign currency translation reserve at the reporting date. When a foreign operation is sold or any
borrowings forming part of the net investment are repaid, the associated exchange differences are
reclassified to profit or loss, as part of the gain or loss on sale.
G.
Property, plant & equipment
Property, plant and equipment is stated at cost less accumulated depreciation and any impairment in value.
Depreciation is provided on a straight-line basis on all property, plant and equipment. All classes are
depreciated over periods ranging from 3 to 25 years (2021: 3 to 25 years). The assets' residual values, useful
lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the
Group and the cost of the item can be measured reliably. The carrying amount of any component accounted
for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to the
profit or loss during the reporting period in which they are incurred.
Derecognition and disposal
An item of property, plant and equipment is derecognised upon disposal or when no further future economic
benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is
included in profit or loss in the year the asset is derecognised.
H.
Impairment of non-financial assets
At each reporting date, the Group assesses whether there is any indication that an asset may be impaired.
Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where
the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is
written down to its recoverable amount. Recoverable amount is the greater of fair value less costs to sell and
value in use. It is determined for a cash-generating unit (CGU). In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset or CGU.
40
Notes to the Financial Statements (continued)
Impairment losses are recognised in the profit or loss in the year the loss is recognised.
I.
Cash and cash equivalents
Cash and cash equivalents on the Statement of Financial Position comprise cash at bank and on hand and
short-term deposits with an original maturity of three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of change in value.
For the purposes of the Consolidated Statement of Cash Flows, cash includes cash on hand and in banks
and short-term deposits with an original maturity of three months or less, net of outstanding bank overdrafts.
J.
Contributed equity
Ordinary shares are classified as equity. Any transaction costs arising on the issue of ordinary shares are
recognised directly in equity as a reduction of the share proceeds received.
K.
Trade and other payables
Trade payables and other payables are carried at cost and represent liabilities for goods and services
provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes
obliged to make future payments in respect of the purchase of these goods and services.
L.
Borrowings
Borrowings are initially recognised at fair value net of transaction costs incurred. Borrowings are subsequently
measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the
redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest
method.
Borrowings are removed from the Statement of Financial Position when the obligation specified in the contract
is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that
has been extinguished or transferred to another party and the consideration paid, including any non-cash
assets transferred or liabilities assumed, is recognised in other income or finance costs.
Borrowings 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.
Transaction costs of borrowings
Fees and other costs incurred in relation to the establishment of borrowing facilities are treated as transaction
costs to the extent that it is probable that some or all of the facility will be drawn down and are included in the
initial fair value of the financial liability. Costs for facilities which do not eventuate or for which the probability
of utilisation is not probable are expensed in profit or loss.
M.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a
past event, it is probable that an outflow of resources embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of the amount of the obligation.
If the effect of the time value of money is material, provisions are determined by discounting the expected
future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and,
where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision
due to the passage of time is recognised as a finance cost.
41
Notes to the Financial Statements (continued)
N.
Employee benefits
(i) Wages, salaries and annual leave
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled
within 12 months of the reporting date are recognised in other payables or provisions in respect of employees'
services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities
are settled. Liabilities for sick leave are recognised when the leave is taken and are measured at the rates
paid or payable.
(ii) Long service leave
The liability for long service leave is recognised in the provision for employee entitlements.
(iv) Share-based payments
The Group provides benefits to employees (including Directors) in the form of share-based payment
transactions, whereby employees render services in exchange for shares or rights over shares (‘equity-settled
transactions’).
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made
using an appropriate valuation model. That cost is recognised, together with a corresponding increase in
other capital reserves in equity, over the period in which the performance and/or service conditions are fulfilled
in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each
reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s
best estimate of the number of equity instruments that will ultimately vest.
The expense or credit recognised in the Statement of Profit or Loss and Other Comprehensive Income for a
period represents the movement in cumulative expense recognised as at the beginning and end of that period
and is recognised in employee benefits expense.
No expense is recognised for awards that do not ultimately vest, except for equity-settled transactions for
which vesting is conditional upon a market or non-vesting condition. These are treated as vesting irrespective
of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or
service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date
fair value of the unmodified award provided the original terms of the award are met. An additional expense is
recognised for any modification that increases the total fair value of the share-based payment transaction or
is otherwise beneficial to the employee as measured at the date of modification. When the award is cancelled
by the entity or by the counterparty any remaining element of the fair value of the award is expensed
immediately through the profit or loss.
O.
Revenue recognition
The Group’s primary revenue relates to contributions from the joint licensee for geothermal remediation.
Revenues from contracts with customers
Revenue from contracts from customers is recognised when control of the goods or services is transferred
to a customer at an amount that reflects the consideration to which the group expects to be entitled to receive
in exchange for those goods or services.
42
Notes to the Financial Statements (continued)
Interest income
Interest income is recorded as the interest accrues, using the effective interest rate (EIR) in accordance with
AASB9. The EIR is the rate that exactly discounts the estimated future cash receipts over the expected life
of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial
asset.
P.
Government grants
Government Grants (including R&D tax incentives) are recognised at their fair value where there is
reasonable assurance that the grant will be received and all attaching conditions will be complied with.
Government grants relating to rehabilitation costs are recorded as an offset against expenditure. To the extent
the government grant is greater than the associated expenditure the residual amount is recorded as other
income.
When the grant relates to an expense item, it is recognised as income over the periods necessary to match
the grant on a systematic basis to the costs that it is intended to compensate. Where the grant relates to an
asset or liability, the fair value is credited to a deferred income account until such time as all conditions
associated with the grant are met. Once these conditions are achieved the credit is allocated to the relevant
asset or liability. The amount of the grant is then released to net income over the expected useful life (by way
of reduced depreciation or amortisation) of the relevant asset.
Q.
Earnings per share
Basic earnings per share is determined by dividing the profit/(loss) after tax by the weighted average number
of ordinary shares outstanding during the financial period. Diluted earnings per share is determined by
dividing the profit/(loss) after tax adjusted for the effect of earnings on potential ordinary shares, by the
weighted average number of ordinary shares (both issued and potentially dilutive) outstanding during the
financial period.
R.
Income tax
Current income tax
The income tax expense or credit for the period is the tax payable on the current period’s taxable income
based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences and to unused tax losses.
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid
to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted
or substantively enacted at the reporting date in the countries where the Group operates and generates
taxable income.
Current income tax relating to items recognised directly in equity is recognised in equity and not in the
statement of profit or loss. Management periodically evaluates positions taken in the tax returns with respect
to situations in which applicable tax regulations are subject to interpretation and establishes provisions where
appropriate.
43
Notes to the Financial Statements (continued)
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets
and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
• When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
•
In respect of taxable temporary differences associated with investments in subsidiaries, associates and
interests in joint arrangements, when the timing of the reversal of the temporary differences can be
controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax
credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that
taxable profit will be available against which the deductible temporary differences, and the carry forward of
unused tax credits and unused tax losses can be utilised, except:
• When the deferred tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss.
•
In respect of deductible temporary differences associated with investments in subsidiaries, associates
and interests in joint arrangements, deferred tax assets are recognised only to the extent that it is
probable that the temporary differences will reverse in the foreseeable future and taxable profit will be
available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that
it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax
asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are
recognised to the extent that it has become probable that future taxable profits will allow the deferred tax
asset to be recovered.
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 tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
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 transaction either in other comprehensive income or
directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current
tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same
taxation authority.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition
at that date, are recognised subsequently if new information about facts and circumstances change. The
adjustment is either treated as a reduction in goodwill (as long as it does not exceed goodwill) if it was incurred
during the measurement period or recognised in profit or loss.
44
Notes to the Financial Statements (continued)
S.
Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
• where the GST incurred on a purchase of goods and services is not recoverable from the taxation
authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part
of the expense item as applicable; and
•
receivables and payables are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the statement of financial position. Cash flows are included in the Statement of
Cash Flow on a net basis and the GST component arising from investing and financing activities, which is
recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments
and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation
authority.
T.
Segment reporting
A business segment is a distinguishable component of the entity that is engaged in providing products or
services that are subject to risks and returns that are different to those of other business segments. Operating
segments are identified on the basis of internal reports that are regularly reviewed and used by the Board of
Directors in order to allocate resources to the segment and assess its performance and are reported in
note 25.
U.
Parent Entity financial information
The financial information for the parent entity, ReNu Energy, included in note 23, has been prepared on the
same basis as the consolidated financial statements.
V.
Comparative figures
When required by Accounting Standards, comparative figures are adjusted to conform to changes in
presentation for the current financial year. Certain comparative financial information presented in the
Statement of Profit or Loss and Other Comprehensive Income, and Statement of Cash Flows have been
reclassified in this financial report to improve the presentation of information. The reclassification results in
no net change to loss or cash flows for the comparative period.
W. Rounding of amounts
The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports)
Instrument 2016/191, relating to the 'rounding off' of amounts in the financial statements. Amounts in the
financial statements have been rounded off in accordance with that Instrument to the nearest dollar.
X.
Non-current assets (or disposal groups) held for sale and discontinued operations
Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be
recovered principally through a sale transaction rather than through continuing use and a sale is considered
highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell,
except for assets such as deferred tax assets, assets arising from employee benefits, financial assets and
investment property that are carried at fair value and contractual rights under insurance contracts, which are
specifically exempt from this requirement.
45
Notes to the Financial Statements (continued)
An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to
fair value less costs to sell. A gain or loss not previously recognised by the date of the sale of the non-current
asset (or disposal group) is recognised at the date of derecognition.
Non-current assets (including those that are part of a disposal group) are not depreciated or amortised while
they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal
group classified as held for sale continue to be recognised.
Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale
are presented separately from the other assets in the statement of financial position. The liabilities of a
disposal group classified as held for sale are presented separately from other liabilities in the statement of
financial position.
A discontinued operation is a component of the Group that has been disposed of or is classified as held for
sale and that represents a separate major line of business or geographical area of operations, is part of a
single co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired
exclusively with a view to resale. The results of discontinued operations are presented separately in the
statement of profit or loss and other comprehensive income.
Y.
Financial Assets
Classification
The Group classifies its financial assets in the following measurement categories:
•
•
those to be measured subsequently at fair value (either through Other Comprehensive Income (OCI),
or through profit or loss); and
those to be measured at amortised cost.
The classification depends on the Group’s business model for managing the financial assets and the
contractual terms of the cash flows.
For financial assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI.
For investments in equity instruments that are not held for trading, this will depend on whether the group has
made an irrevocable election at the time of initial recognition to account for the equity investment at fair value
through other comprehensive income (FVOCI). The election is made on an investment-by-investment basis.
All other financial assets are classified as measured at fair value through profit or loss (FVPL).
The Group reclassifies debt investments when and only when its business model for managing those assets
changes.
Initial recognition and measurement
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the instrument. Regular way purchases and sales of financial assets are recognised on trade-
date, the date on which the Group commits to purchase or sell the asset. At initial recognition, the Group
measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit
or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
When the fair value of financial assets and liabilities differs from the transaction price on initial recognition,
the group recognises the difference as follows:
(a) when the fair value is evidenced by a quoted price in an active market for an identical asset or liability
(i.e.: a Level 1 input) or based on a valuation technique that uses only data from observable markets,
the difference is recognised as a gain or loss.
46
Notes to the Financial Statements (continued)
(b)
In all other cases, the difference is deferred and the timing of recognition of deferred day one profit or
loss is determined individually. It is amortised over the life of the instrument, deferred until the
instrument’s fair value can be determined using market observable inputs, or realised through
settlement.
Debt instruments
Subsequent measurement of debt instruments depends on the group’s business model for managing the
asset and the cash flow characteristics of the asset. The Group has cash and cash equivalents and trade
and other receivables as financial assets. Consequently, the measurement category most relevant to the
group is as follows:
• Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows
represent solely payments of principal and interest are measured at amortised cost. Interest income
from these financial assets is included in finance income using the effective interest rate method. Any
gain or loss arising on derecognition is recognised directly in profit or loss and presented in other
gains/(losses), together with foreign exchange gains and losses. Impairment losses are presented as
separate line item in the statement of profit or loss.
Equity instruments
Equity instruments are instruments that meet the definition of equity from the issuer’s perspective; that is,
instruments that do not contain a contractual obligation to pay and that evidence a residual interest in the
issuer’s net assets. The Group subsequently measures all equity investments at fair value through profit or
loss. Gains and losses on equity investments at FVPL are included in the ‘net gains/(losses) on financial
assets at fair value through profit or loss’ in the statement of profit or loss and other comprehensive income.
Impairment
The Group assesses on a forward-looking basis the expected credit losses associated with its debt
instruments carried at amortised cost. The impairment methodology applied depends on whether there has
been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach
permitted by AASB 9, which requires expected lifetime losses to be recognised from initial recognition of the
receivables.
Derecognition other than modification
Financial assets, or portion thereof, are derecognised when the contractual rights to receive the cash flows
from the assets have expired, or when they have been transferred and either (i) the Group transfers
substantially all the risks and rewards of ownership, or (ii) the Group neither transfers nor retains substantially
all the risks and rewards of ownerships and the Group has not retained control.
Z.
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured
at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease
payments made at or before the commencement date net of any lease incentives received, any initial direct
costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be
incurred for dismantling and removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the
estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of
the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use
assets are subject to impairment or adjusted for any remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term
47
Notes to the Financial Statements (continued)
leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are
expensed to profit or loss as incurred. Right-of-use assets has been included in property, plant and equipment
in the statement of financial position.
AA. Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised
at the present value of the lease payments to be made over the term of the lease, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental
borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable
lease payments that depend on an index or a rate, amounts expected to be paid under residual value
guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to
occur, and any anticipated termination penalties. The variable lease payments that do not depend on an
index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts
are remeasured if there is a change in the following: future lease payments arising from a change in an index
or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When
a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or
loss if the carrying amount of the right-of-use asset is fully written down. Lease liability has been included in
borrowings in the statement of financial position.
BB. Business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether
equity instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity
instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of
any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in
the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net
assets. All acquisition costs are expensed as incurred to profit or loss.
On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed
for appropriate classification and designation in accordance with the contractual terms, economic conditions,
the Group's operating or accounting policies and other pertinent conditions in existence at the acquisition-
date.
Where the business combination is achieved in stages, the Group remeasures its previously held equity
interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the
previous carrying amount is recognised in profit or loss.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value.
Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is
recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its
subsequent settlement is accounted for within equity.
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-
controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any
pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-
existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase
to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the
48
Notes to the Financial Statements (continued)
acquisition-date, but only after a reassessment of the identification and measurement of the net assets
acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's
previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts
the provisional amounts recognised and also recognises additional assets or liabilities during the
measurement period, based on new information obtained about the facts and circumstances that existed at
the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the
acquisition or (ii) when the acquirer receives all the information possible to determine fair value.
CC.
Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at
their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at
cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any
impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any
impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets
are measured as the difference between net disposal proceeds and the carrying amount of the intangible
asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the
expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation
method or period.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested
annually for impairment, or more frequently if events or changes in circumstances indicate that it might be
impaired, and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken
to profit or loss and are not subsequently reversed.
Customer contracts
Customer contracts acquired in a business combination are amortised on a straight-line basis over the period
of their expected benefit, being their finite life of 5 years.
DD.
Impairment of non-financial assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested
annually for impairment, or more frequently if events or changes in circumstances indicate that they might be
impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the
asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s
fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial
assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment
at the end of each reporting period.
EE. Significant accounting judgements, estimates and assumptions
The carrying amounts of certain assets and liabilities are often determined based on judgement, estimates
and assumptions of future events. The key estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting
period are:
49
Notes to the Financial Statements (continued)
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees and directors by reference to the
fair value of the equity instruments at the date at which they are granted. The fair value is determined by
using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which
the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-
based payments will have no impact on the carrying amounts of assets and liabilities within the next annual
reporting period but may impact profit or loss and equity. Refer to note 15 for further information.
Impairment assessment of goodwill
The Group tests annually, or more frequently if events or changes in circumstances indicate impairment,
whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 2 CC.
The recoverable amounts of cash-generating units have been determined based on value-in-use calculations.
These calculations require the use of a number of key assumptions given the early stage of development of
the underlying projects. In assessing the impairment of goodwill arising from the acquisition of Countrywide
Hydrogen Pty Ltd during the period, the Group assessed Countrywide Hydrogen Pty Ltd to include three
cash-generating units being hydrogen development projects in Melbourne, Portland and Tasmania. It is not
possible to allocate the goodwill to the planned hydrogen projects on a non-arbitrary basis given the synergies
between the projects at this early stage of development. Because of this the recoverable amount of goodwill
was determined at the hydrogen operating segment level. Refer to note 6 for further information.
Impairment of non-financial assets other than goodwill
The Group assesses impairment of non-financial assets other than goodwill at each reporting date by
evaluating conditions specific to the Group and to the particular asset that may lead to impairment. If an
impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less
costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.
Acquisition of Countrywide Hydrogen Pty Ltd (formerly Countrywide Renewable Hydrogen Limited)
The Group accounted for the acquisition of Countrywide Hydrogen Pty Ltd as a Business Combination under
AASB 3 based on the judgement that the company had substantive processes and inputs at the time of
acquisition, which could significantly contribute to the ability to create outputs and therefore the company is
a business, and the transaction should be considered a business combination under AASB 3.
Intangible assets – customer relationships
The Group determined that customer relationships that Countrywide Hydrogen Pty Ltd held at the time of
acquisition met the accounting criteria to be recognised as identifiable intangible assets. This involved
significant judgement regarding the nature of the relationships and took into consideration the memorandums
of understanding (MOUs) that had been entered into and that these are not potential contracts with new
customers, rather they illustrate that Countrywide Hydrogen Pty Ltd has information about the customer,
regular contact with them and the customer can make direct contact with the company. The valuation of the
customer relationship intangible asset was assessed by adopting an income-based methodology utilising an
estimate of discounted cash flows arising from the MOUs. The discount rate applied in valuing the MOUs
was 14.8% and other key assumptions were similar to those detailed in note 6 for the impairment testing of
goodwill.
Valuation of investments at fair value through profit or loss
Investments at fair value through profit or loss are investments in companies that are not publicly traded.
Determination of the fair value of these investments involves considerable judgement. Reference is made to
the price at which these companies most recently raised funds, along with consideration whether events or
circumstances have occurred subsequent to raising funds that is likely to result in a material change in the
fair value of the investment.
50
Notes to the Financial Statements (continued)
Note 3A – Income
Other income
Recoupment of remediation costs
R&D tax incentive received1
Grant income
Other income
1.
Total R&D incentive received or receivable is in relation to remediation costs
Note 3B – Personnel expenses
Loss before income tax has been determined after charging the following specific
items:
Personnel expenses
Termination payments
Share based payments1
1. Refer to note 15
Note 3C – Other operating expenses
Depreciation of operational plant & equipment
Remediation costs
Project operational expenses
Write down of geothermal assets
Amortisation expense
Investment & acquisition costs
2022
$
48,412
14,098
-
25,030
87,540
2021
$
-
107,565
113,000
42,487
263,052
2022
$
2021
$
1,191,800
740,083
-
287,784
1,479,584
-
(48,308)
691,775
2022
$
2,282
-
58,994
165,215
183,833
241,853
652,177
2021
$
4,082
65,725
-
-
-
-
69,807
51
Notes to the Financial Statements (continued)
Note 3D – General & administrative expenses
Governance
External advisory
Facility, IT and communications
Travel
Insurance
Depreciation on right of use asset
Investor and public relations
Other
Note 4 – Income tax
Income tax expense
2022
$
241,179
162,487
48,004
35,653
153,222
56,697
88,901
45,321
831,464
2021
$
120,399
236,321
62,941
3,716
161,991
53,310
-
32,044
670,722
2022
$
2021
$
The prima facie tax benefit on loss of 25.0% (2021 – 26.0%) differs from the
income tax provided in the financial statements as follows:
Prima facie tax benefit on loss
706,136
260,490
Tax effect of amounts which are not deductible (taxable) in calculating taxable
income:
Change in R&D incentive for the prior year1
Other income/(expenses)
Income tax benefit/(expense)
Adjustments for current tax of prior periods
Deferred tax assets for tax losses and other temporary differences not
recognised
3,525
(176,912)
532,748
-
(532,748)
27,967
16,534
304,991
-
(304,991)
Income tax expense
-
-
1
Change in R&D incentive represents amounts received in excess of carrying receivable balances
52
Notes to the Financial Statements (continued)
Income tax expense comprises:
Current tax
Deferred tax
Deferred tax asset
Total income tax expense
Tax losses
535,595
-
(2,847)
(304,991)
(532,748)
-
2022
$
304,991
-
2021
$
Unused tax losses for which no deferred tax asset has been recognised1
263,864,332
261,903,876
Potential tax benefit at 25.0% (2021 – 26.0%)
65,966,083
68,098,555
Deferred income tax
Deferred income tax at the end of the reporting period relates to the following:
Deferred tax liabilities
Other deferred tax liability
Total deferred tax liabilities (A)
Deferred tax assets
Losses available for offset against future taxable income:
Company
Subsidiary
Other deferred tax asset
Total deferred tax assets (B)
Net deferred tax assets (A) + (B)
Deferred tax assets not recognised1
Recognised net deferred income tax assets
2022
$
(524,047)
(524,047)
2021
$
(1,151)
(1,151)
65,966,083
68,098,555
-
58,878
-
90,167
66,024,961
68,188,722
65,500,914
68,187,571
(65,500,914)
(68,187,571)
-
-
1 Deferred tax assets arising from tax losses and temporary differences are only brought to account to the extent that it offsets the
Group's deferred tax liabilities arising from temporary differences. As the Group does not have a history of taxable profits, the
deferred tax assets associated with tax losses and temporary differences in excess of the Group’s deferred tax liabilities arising from
temporary differences is not yet regarded as probable of recovery at 30 June 2022.
53
Notes to the Financial Statements (continued)
Movement in deferred tax assets
Balance at the beginning of the year
(Charged)/credited to profit or loss:
Tax losses
Trade and other payables
Provisions
Adjustment for deferred tax of prior periods
Change in tax rate
Balance at the end of the year
Movement in deferred tax liabilities
Balance at the beginning of the year
(Charged)/credited to profit or loss:
Leases
Intangible assets
Adjustment for deferred tax of prior periods
Recognition of DTL of acquired entities
Change in tax rate
Balance at the end of the year
Note 5 – Trade and other receivables
Current
Cash held as security
Trade receivables
GST Receivable
R&D Tax Incentive receivable
Interest receivable
Other receivables and deposits
2022
$
2021
$
68,188,722
76,677,294
535,595
(4,013,786)
(42,478)
(160,975)
(3,038)
(387,797)
(20,440)
-
(2,633,401)
(3,926,014)
66,024,961
68,188,722
2022
$
(1,151)
2021
$
(4,064)
(3,290)
2,847
45,958
1,105
(566,714)
44
-
-
-
66
(524,047)
(1,151)
2022
$
2021
$
150,052
150,000
52,369
65,400
-
-
-
619,962
19
2,614
27
9,798
Total current trade and other receivables
270,454
779,787
54
Notes to the Financial Statements (continued)
Assets pledged as security
Of the cash held as security $150,052 (2021: $150,000) is for bank guarantees (refer note 19).
Foreign exchange, interest rate and liquidity risk
Information about the Group’s exposure to foreign exchange risk, interest rate risk and liquidity risk is provided
in note 22. Trade and other receivables are non-interest bearing.
Fair value and credit risk
The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivables
mentioned above. Refer to note 22 for more information on the risk management policy of the Group.
Impairment
The Group assesses impairment on a forward looking basis for its trade and other receivables carried at
amortised cost. The Group has applied the simplified approach to measuring expected credit losses, which
uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have
been grouped based on days overdue. No expected credit loss has been recognised by the Group during
the year.
Note 6 – Intangibles
Intangibles (including goodwill) at cost
Less: accumulated amortisation and impairment
Total Intangibles
Reconciliation of Intangibles
Acquisitions – Customer relationships
Amortisation of Customer relationships
Acquisitions – Goodwill
Impairment
Carrying amount 30 June 2022
Reconciliations
2022
$
11,011,365
(183,833)
10,827,532
2,266,855
(183,833)
(2,083,022)
8,744,510
-
8,744,510
10,827,532
2021
$
-
-
-
Reconciliations of the written down values at the beginning and end of the current and previous financial
year are set out below:
55
Notes to the Financial Statements (continued)
FINANCIAL YEAR ENDED 30 JUNE 2022
Balance at 30 June 2021
Goodwill
$
Customer
contracts
$
-
-
Total
$
-
Additions through business combinations (note 20)
8,744,510
2,266,855
11,011,365
Impairment of Assets
Amortisation Expense
Balance at 30 June 2022
Impairment testing
-
-
-
-
(183,833)
(183,833)
8,744,510
2,083,022
10,827,532
Goodwill acquired through the business combination is monitored at the hydrogen operating segment level.
This is the lowest level at which the goodwill is monitored as it is not possible to allocate the goodwill to the
planned hydrogen projects on a non-arbitrary basis given the synergies between the projects at this early
stage of development.
The recoverable amount of the Group’s goodwill has been determined by a value-in-use calculation using a
discounted cash flow model, based on a 20-year project life.
Key assumptions are those to which the recoverable amount of an asset or cash generating unit is most
sensitive. Other than first hydrogen sales, each of the key assumptions has been based on a range of
possible values reflecting an estimated 10%, 50% and 90% chance of occurring. The following key
assumptions were used in the discounted cash flow model:
Key assumption
Approach to determining the value assigned to the key assumption
Discount rate
Federal and State grant funding
Capital expenditure
Hydrogen sales price
Reflects management’s estimate of the time value of money and the Group’s
expected weighted average cost of capital, the risk-free rate and the volatility of the
share price relative to market movements. It also reflects that for the key
assumptions, adjustments to the cash flows have been made to arrive at risk-
adjusted expected cash flows. A 14.8% pre-tax discount rate has been assumed.
Takes into consideration government announcements of funding to be made
available for projects and funding already provided for other projects that don’t
belong to the Group. Depending on the project location and size, grant funding
ranging from $9 million to $39 million has been modelled.
Determined based on estimates provided by a global engineering consultancy
engaged by the Company working on similar projects and discussions/pricing from
key equipment vendors. The capex assumptions also include a contingency
appropriate to the status of the project. Depending on the project location and size,
capital expenditure ranging from $23 million to $80 million has been modelled.
Depending on the use case for the facility, management considered the diesel
displacement breakeven point for heavy vehicles, business demand to decarbonise
operations, the opportunity to blend hydrogen in natural gas pipelines and
conversations on expected price with potential customers. Depending on the project
location and customer, a hydrogen sales price ranging from $7 to $14/kg has been
modelled.
56
Notes to the Financial Statements (continued)
Key assumption (continued)
Approach to determining the value assigned to the key assumption
Power price
First hydrogen sales
Determined considering estimates of current behind-the-meter and national energy
market (NEM) peak and off-peak power costs, potential project partner purchase
price agreements and government subsidies. Depending on the project location and
supplier, a power price ranging from $40 to $80/MWh has been modelled.
Determined considering the key milestones to be achieved before financial close and
expected construction timeframe based on discussions with the Company’s
engineering consultant and considering current supply chains. Although first sales
may occur earlier, sales commencing during calendar year 2025 have been
modelled in each case.
In determining the recoverable amount, an annual growth rate of 2.5% has been applied to income and 3%
to operating expenses.
Sensitivity
Based on the above the recoverable amount of the cash generating units exceeded the carrying amount by
$16 million.
The Directors have made judgements and estimates in respect of impairment testing goodwill. Should
these judgements and estimates not occur the resulting goodwill carrying amount may decrease. The
sensitivities are as follows:
• The discount rate would be required to increase by 2.0% before goodwill would need to be impaired,
with all other assumptions remaining constant.
•
•
•
If Federal and State Government grant funding is 30% less than the mean value estimated, the
carrying amount of goodwill may then exceed it recoverable amount.
If capital expenditure on an individual project or across the projects exceeds the mean value
construction costs estimated by approximately 15% (after contingency), the carrying amount of
goodwill may then exceed recoverable amount.
If power supply increases from the mean value estimated by approximately 15%, the carrying amount
of goodwill may then exceed its recoverable amount.
Management believes that other reasonable changes in the key assumptions on which the recoverable
amount of goodwill is based would not cause the cash generating unit’s carrying amount to exceed its
recoverable amount.
57
Notes to the Financial Statements (continued)
Note 7 – Investments at fair value through profit or loss
Investment in Uniflow Power Limited(1)
Investment in Enosi Australia Pty Ltd(2)
Investment in Allegro Energy Pty Ltd(3)
2022
$
350,000
500,000
450,000
1,300,000
2021
$
-
-
-
-
(1) Shares held in Uniflow Power Limited (Uniflow) with a face value of $350,000, an Australian unlisted public company,
commercialising a unique, micro renewable energy generator – The Cobber. The shares held equate to 5.0% of Uniflow equity
(on a post money basis).
(2) Shares held in Enosi Australia Pty Ltd (Enosi) with a face value of $500,000. Enosi is an Australian company that has developed
Powertracer, a leading grid-scale renewable energy trading and tracing solution. The shares held equate to 5.8% of Enosi equity
(on a post money basis).
(3) Shares held in Allegro Energy Pty Ltd (Allegro) with a face value of $450,000. Allegro is an Australian energy storage solution
and battery technology company that has developed a unique water-based electrolyte, which can be used in the development
of high performance, safe, non-toxic, non-flammable supercapacitors and redox flow batteries. The shares held equate to 5.0%
of Allegro equity (on a post money basis).
Note 8 – Trade and other payables
Current
Trade creditors
Accrued and other liabilities
GST payable
Trade creditors and accruals
Terms and conditions
2022
$
2021
$
143,437
117,108
-
260,545
76,669
441,457
67,150
585,276
Accounts payable and accrued liabilities are non-interest bearing. Liabilities are recognised for amounts to
be paid in the future for goods and services received, whether or not billed to the Company. All amounts are
normally settled within 30 days, and discounts for early payment are normally taken where it is considered
advantageous for the Company to do so. Due to the short-term nature of these payables, their carrying value
is assumed to approximate their fair value.
58
Notes to the Financial Statements (continued)
Note 9 – Borrowings
Current borrowings
Lease liability
Other borrowings1
Total current borrowings
1 Other borrowings relates to FY21 insurance premium funding.
Changes in borrowings resulting from financing activities
Balance as at beginning of financial year
Facility from borrowings1
Movement in lease liabilities
Repayments of principal2
Balance at the end of the financial year
1
2
Facility from borrowings relates to insurance premium funding.
Insurance premium funding instalments.
Lease liabilities
2022
$
19,290
-
19,290
2022
$
120,531
-
4,921
(106,162)
19,290
2021
$
14,369
106,162
120,531
2021
$
27,358
160,269
(12,989)
(54,107)
120,531
Set out below are the carrying amounts of lease liabilities (included under borrowings) and the movements
during the period:
Changes in lease liabilities
At 1 July
Additions
Interest
Lease payments
At 30 June
Current
Non-current
2022
$
14,369
60,870
1,199
2021
$
27,358
43,130
807
(57,148)
(56,926)
19,290
19.290
-
14,369
14,369
-
19,290
14,369
The maturity analysis of lease liabilities are disclosed in Note 22.
Fair value of borrowings
The fair values of borrowings are not materially different from their carrying values as interest rates on those
borrowings are either close to current market rates or the borrowings are of a short-term nature.
59
Notes to the Financial Statements (continued)
Note 10 – Issued capital
Authorised Shares
2022
$
2021
$
364,566,012 (2021 – 132,762,923) fully paid ordinary shares
371,529,007
358,435,465
MOVEMENT IN ORDINARY SHARE CAPITAL:
30/06/20
Balance at end of financial year
3/12/20
Share cancellation
8/6/21
8/6/21
Share issue
Share issue costs
NUMBER OF
SHARES
ISSUE PRICE
$ PER SHARE
120,634,341
(14,424,000)
26,552,581
$
357,069,848
-
-
0.055
1,460,392
-
-
(94,775)
30/06/21
Balance at end of financial year
132,762,923
358,435,465
9/12/2021 Share Issue(1)
8/02/2022 Share issue(2)
8/02/2022 Share issue(3)
8/02/2022 Share issue(4)
18/02/2022 Share issue(5)
21/04/2022 Share issue(4)
11/05/2022 Share buy-back (6)
30/05/2022 Share Issue (7)
26,400,000
0.09
2,376,000
1,800,000
0.081
145,800
45,000,000
124,680,158
13,853,318
9,979,362
(7,909,749)
18,000,000
-
-
0.08
9,974,413
0.09
1,246,800
0.08
0.054
798,349
(427,126)
(578,186)
(442,508)
371,529,007
Share issue costs – options issued to corporate
advisor and lead manager
Share issue costs
30/06/2022 Balance at end of financial year
364,566,012
1. 26,400,000 shares issued on 9 December 2021 in respect of a private placement to sophisticated and institutional investors at $0.09
per share.
2. 1,800,000 bonus shares awarded to the Board and CEO in December 2021 and approved by shareholders on 1 February 2022.
The award was in recognition of work completed during 2021, including addressing long standing liabilities from previous operations,
achieving reduced operating costs, raising capital and implementing a strategy to be one of the only ASX listed companies focussed
on acquiring strategic stakes in and nurturing renewable and clean energy projects and technologies. The shares were issued on 8
February 2022.
3. 45,000,000 Loan Share Plan Shares (Plan Shares) issued to executives and Directors (pursuant to the terms of the Loan Share
Plan approved by shareholders at the Company’s 2017 annual general meeting) with vesting conditions that require the Company’s
share price achieving a price which represents a significant increase in shareholder value in relation to the share price at the time
that the Plan Shares were granted. The issue of the Plan Shares was approved by shareholders at the extraordinary general meeting
of the Company held on 1 February 2022 and the shares were issued on 8 February 2022.
4. 134,659,520 ordinary shares issued to the shareholders of Countrywide Hydrogen Pty Ltd (CH) as consideration for the acquisition
of 100% CH (Consideration Shares), comprising 124,680,159 Consideration Shares were issued on 8 February 2022 today and a
further 9,979,361 Consideration Shares issued on 21 April 2022 to the three founders of CH following preparation of completion
accounts.
5. 13,853,318 shares issued to eligible applicants under the Company’s Share Purchase Plan on 18 February 2022 at $0.09 per share.
60
Notes to the Financial Statements (continued)
6. 7,909,749 shares bought back under the Company’s unmarketable parcels buyback facility on 18 February 2022 at $0.054 per
shares.
7. 18,000,000 shares issued as security for the Company’s At The Market (ATM) Facility with Acuity Capital (Collateral Shares) for nil
cash consideration. The Company may at any time cancel the ATM as well as buy back (and cancel) those shares for no cash
consideration (subject to shareholder approval). The ATM provides the Company with up to $5,000,000 of standby equity capital
until 31 July 2024.
Terms and conditions of contributed equity
Ordinary Shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.
Refer to note 15 for the terms and conditions of shares issued relating to Loan Share Plan.
Note 11 – Reserves
Share based payment reserve
Reconciliation of Reserves
Carrying amount at beginning
Net share-based payments expense recognised
Recognition of foreign currency translation reserve 1
1
Relates to the deregistration of a subsidiary company.
Nature and purpose of reserves
Share based payment reserve
2022
$
720,170
720,170
-
720,170
-
720,170
2021
$
-
-
63,771
(48,307)
(15,464)
-
The employee share-based payment reserve is used to record the value of share loan plan shares granted
to employees and directors, including Key Management Personnel, as part of their remuneration. Refer to
note 15 for further details.
61
Notes to the Financial Statements (continued)
Note 12 - Earnings per share
2022
Cents per share
2021
Cents per share
Basic and diluted earnings/(loss) per share attributable to the equity
holders of the Company:
From continuing operations
From discontinued operations
The following reflects the income and share data used in the calculations of
basic and diluted earnings per share:
Net profit/(loss) attributable to equity shareholders:
From continuing operations
From discontinued operations
(1.03)
-
(1.03)
2022
$
(0.86)
0.11
(0.75)
2021
$
(2,284,543)
(1,147,357)
-
145,472
(2,824,543)
(1,001,885)
2022
Shares
2021
Shares
Weighted average number of ordinary shares used in calculation of basic
and diluted earnings per share
222,737,484
113,975,549
As the Group has generated a loss, potential ordinary shares have been deemed to be anti-dilutive.
Note 13 – Discontinued Operations
During the year ended 30 June 2021, the Group disposed of its 30% interest in the Goulburn and AJ Bush
bioenergy projects for a consideration of $500,000 to its Alliance Partner, Resonance Industrial Water
Infrastructure Fund.
The results from these two bioenergy projects up until the date of sale have been classified as discontinued
operations.
62
Notes to the Financial Statements (continued)
(a) Profit from discontinued operations after tax
Share of associated companies’ profit/(loss)
Gain on disposal of subsidiary – refer to (b) below
Net gain / (loss) from discontinued operations
Net gain / (loss) from discontinued operations after tax
Net cash flows from discontinued operations
Net cash outflow from operating activities
Net cash inflow from investing activities
(b) Details of the sale of the subsidiaries
Consideration received or receivable
Cash
Carrying amount of net assets sold / derecognised
Gain/(loss) on sale
1
Relates to the disposal of the 30% interest in the bioenergy projects on 5 August 2020.
Note 14 – Remuneration of Auditors
Auditors of the Group - BDO
Audit and review of the financial statements
Preparation of Independent Expert’s Report
Total services provided by BDO
2022
$
-
-
-
-
-
-
2022
$
-
-
-
2021
$
(21,426)
166,898
145,472
145,472
(19,322)
500,000
20211
$
500,000
(333,102)
166,898
2022
$
2021
$
76,298
90,000
53,934
-
166,298
53,934
During the year there were $90,000 (2021: nil) fees were paid or payable for non-audit services provided by
the auditor of the parent entity, its related practices and non-related audit firms.
Note 15 – Share based payments
Loan Share Plan Shares
At the 2017 AGM, shareholders approved a Loan Share Plan (LSP) to retain, motivate and attract executives
and to better align the interests of employees with those of the Group and its shareholders by providing an
opportunity for employees to acquire shares subject to the terms and conditions of the LSP (Plan Shares).
The Plan Shares are issued or transferred to the participants in the LSP, determined by the Board in its
absolute discretion, at market value. The Group may provide a limited recourse loan to eligible employees
who are invited to participate in the LSP to assist them to purchase Plan Shares (Loan).
On 8 February 2022, the Company issued 45,000,000 ordinary shares (Plan Shares) to executives of the
Company pursuant to the Loan Share Plan approved by shareholders at an Extraordinary General Meeting
on 1 February 2022.
63
Notes to the Financial Statements (continued)
The Plan Shares will only vest if the executive has been employed for 6 months from the grant date and the
achievement of certain share price targets for ReNu Energy’s shares (Target Price) as follows:
Share Target Price*
Number of Plan Shares
$0.15
$0.25
$0.35
Total Plan Shares
15,000,000
15,000,000
15,000,000
45,000,000
* The Target Price vesting condition will be satisfied where the Volume Weighted Average Price of the Company’s shares
over any 15-day trading period is at least the Target Price.
Plan Shares will also vest if there is a change of control event.
Each recipient has been provided with a 10-year, limited recourse, interest-free loan to fund the acquisition
of the Plan Shares. The loan amount is calculated as $0.09 per Plan Share multiplied by the number of Plan
Shares and is repayable in certain circumstances, including when employment with the Company ceases.
The Company’s recourse against the employee is limited to the loan amount if the Plan Shares have vested,
or otherwise the transfer back to the Company of the Plan Shares to which the loan relates.
The issue price of the shares was $0.09 each with an aggregate loan value of $4.05 million.
As the Company has no right to receive cash settlement for the loan (the executive can elect to forfeit the
shares), no loan receivable has been recognised by the Company. The effect of the contractual arrangements
is equivalent to an option exercisable at the time of loan repayment at an exercise price of $0.09 per share.
As a result, the grant of Plan Shares has been valued using an option pricing model and the fair value
recognised in profit or loss over the expected vesting period.
The fair value of Plan Shares granted during the year is shown below, as determined using a Monte-Carlo
simulation valuation methodology based on the grant date of the Plan Shares. The model inputs included: a
base share price at grant date of $0.081; a deemed exercise price of $0.090; a risk-free interest rate of 1.89%;
an expected exercise period of 10 years; no dividends being payable during the exercise period; and
expected price volatility of the Company’s shares of 97.40%, based on historic volatility to the grant date.
Grant
Monte Carlo Value
Tranche 1
Tranche 2
Tranche 3
$0.061
$0.056
$0.050
64
Notes to the Financial Statements (continued)
Plan Shares
2022
Grant date
Exercise
price
Expiry
date
Balance at
the start of
the year
Number
Granted
during the
year
Number
01/02/2022
$0.090
01/02/2032
-
45,000,000
Weighted average fair value
$0.071
Forfeited
during the
year
Number
-
-
Balance at
the end of
the year1
Number
45,000,000
$0.071
1. No Plan Shares were exercisable at the end of the year and the weighted average remaining contractual life of the Plan Shares at
the end of the year was 9.59 years (2021: nil).
Bonus Shares
1,800,000 bonus shares awarded to the Directors and CEO in December 2021 and approved by
shareholders on 1 February 2022. The award was in recognition of work completed during 2021, including
addressing long standing liabilities from previous operations, achieving reduced operating costs, raising
capital and implementing a strategy to be one of the only ASX listed companies focussed on acquiring
strategic stakes in and nurturing renewable and clean energy projects and technologies. The shares were
issued on 8 February 2022.
Listed Options
• 7,500,000 listed options were issued on 26 August 2021 to Peak Asset Management for acting as
corporate adviser and lead manager to the June 2021 placement.
The 7,500,000 listed options granted to Peak Asset Management are accounted for as a share-based
payment in respect of the services provided. The fair value at grant date is estimated using a Black
Scholes model, taking into account the terms and conditions upon which the options were granted. The
contractual life of each option granted is 2.4 years. There is no cash settlement of the options. The fair
value of options granted during the six months ended 31 December 2021 of $ 0.0448 per option was
estimated on the date of issue using the following assumptions:
Exercise Price ($)
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life of share options (years)
Share price ($)
0.07
0
168
0.18
2.4
0.057
• 6,600,000 listed options were issued on 9 December 2021 as part of the December 2021 share
placement to professional sophisticated investors and a further 3,463,403 listed options were issued on
18 February 2022 as part of the Share Purchase Plan that closed on 18 February 2022. Subscribers
received one (1) free attaching option for every four (4) shares subscribed for.
• A further 5,000,000 listed options were issued on 1 February 2022 to Peak Asset Management for acting
as corporate adviser and lead manager to the December 2021 placement.
The 5,000,000 listed options granted to Peak Asset Management are accounted for as a share-based
payment in respect of the services provided. The fair value at grant date is estimated using a Black
Scholes model, taking into account the terms and conditions upon which the options were granted. The
contractual life of each option granted is 1.9 years. There is no cash settlement of the options. The fair
value of options granted during the six months ended 31 December 2021 of $ 0.0485 per option was
estimated on the date of issue using the following assumptions:
65
Notes to the Financial Statements (continued)
Exercise Price ($)
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life of share options (years)
Share price ($)
0.07
0
113
0.81
1.9
0.081
An amount of $578,186 has been included in the statement of changes in equity for the year ended 30 June
2022 under ‘Share Capital’ (being a cost of raising capital) relating to the fair value of the options granted to
Peak Asset Management in August 2021 and February 2022.
Note 16 – Key Management Personnel
Compensation of Key Management Personnel
Short-term employee benefits
Post-employment benefits
Share based payment expense
2022
$
798,612
-
287,784
2021
$
615,658
26,444
-
1,086,396
642,102
Further information on remuneration of KMP is shown in the Remuneration Report contained within the
Directors’ Report.
Note 17 – Related party disclosures
Related party transactions with Directors
The Group engaged Pacific Energy Partners Pty Ltd to provide consulting services. The key resource from
Pacific Energy Partners Pty Ltd is Tim Scholefield. Consulting and Executive Director fees of $166,381 were
paid during the year (2021: $261,454). The material terms of the engagement of Pacific Energy Partners are
disclosed in section 4 of the Remuneration Report.
66
Notes to the Financial Statements (continued)
Note 18 - Notes to the Statement of Cash Flows
2022
$
2021
$
A. Reconciliation of cash
Cash balance comprises:
Cash at bank
2,016,762
2,468,210
Total cash – excluding cash held by disposal group held for sale
2,016,762
2,468,210
B. Reconciliation of the operating loss after tax with the net cash flows used in
operations
Loss after income tax
Depreciation and amortisation
Share based payments expense
Share of losses of associates
Write down of geothermal assets
Changes in Operating Assets & Liabilities
(Increase)/decrease in receivables and prepayments
Increase/(decrease) in other creditors and accruals
Increase in provisions
(2,824,543)
(1,001,885)
242,811
57,392
287,784
(48,308)
-
21,426
165,215
-
573,861
397,530
(470,474)
249,579
16,432
(1,410,911)
Net Cash Flow used in Operating Activities
(2,008,914)
(1,789,284)
Note 19 – Contingent liabilities
Bank guarantees
The Group’s bankers have issued bank guarantees as security for relevant Government authorities in respect
of tenement rehabilitation obligations of the Company: $150,052 (2021: $150,000);
As noted in note 5, these amounts are secured over cash deposits.
67
Notes to the Financial Statements (continued)
Note 20 – Business Combination
On 10 November 2021, ReNu Energy announced that it had entered into a Share Purchase Agreement to
acquire 100% of the issued capital of Australian green hydrogen business, Countrywide Hydrogen Pty Ltd
(CH). ReNu Energy completed the acquisition of CH on 8 February 2022 with 124,680,158 shares issued
to CH shareholders on 8 February 2022 and a further 9,979,362 shares issued to the three founders of CH
on 21 April 2022 following preparation of completion accounts.
CH is a Melbourne based company, specialising in the origination and development of renewable ('green')
hydrogen projects in Australia and abroad to supply the future demand for emission-free hydrogen.
The business combination:
• Provided the Group access to a compelling market opportunity in green hydrogen through three
Australian onshore green hydrogen projects and a pipeline of early-stage opportunities in Canada and
the USA.
• The goodwill of $8,744,510 recognises the time invested and extent of the relationships the CH founders
have developed in each of the three Australian onshore green hydrogen opportunities over several years
cannot be easily replicated by new entrants.
• Added to the Group’s leadership team by welcoming two CH Directors to the ReNu Energy Board of
Directors and through gaining the considerable project origination and development expertise of the CH
personnel.
• Provided the Group with a point of differentiation with the initial focus being on domestic supply.
• Came with no debt and positive working capital to progress the green hydrogen opportunities in the short
term.
68
Notes to the Financial Statements (continued)
Assets acquired and Liabilities assumed
The business combination accounting has been finalised and has resulted in the following fair values being
allocated to the identifiable assets and liabilities of Countrywide Hydrogen and Countrywide Renewable
Energy at the acquisition date.
Assets
Current Assets
Cash and cash equivalents
Current tax assets
Other current assets
Total Current Assets
Non-current assets
Goodwill1
TAS - Bell Bay customer relationships2
VIC – MHH customer relationships2
Property, plant and equipment
Total Non-Current Assets
Total Assets
Liabilities
Current Liabilities
Trade and other payables
Short-term provisions
Loans (other)
Current tax liability
Total Current Liabilities
Non-current liabilities
Deferred Tax Liability3
Total Non-Current Liabilities
Total Liabilities
2-Feb-22
$
384,343
8,691
38,311
431,345
8,744,510
362,775
1,904,080
1,709
11,013,074
11,444,419
(51,197)
(32,560)
(3,253)
(17,933)
(104,943)
(566,714)
(566,714)
(671,657)
Total Identifiable Net Assets At Fair Value
10,772,762
Purchase Consideration
134,659,520 shares at $0.080
10,772,762
1. Subsequently tested for impairment (refer Note 6)
2. Amortised to 2,083,022 as at 30 June 2022 (refer Note 6)
3. Reflects the customer relationships acquired multiplied by the tax rate (25%) on the basis the MOUs are not amortisable for income
tax purposes. The DTL was subsequently offset against Deferred Tax Assets recognised.
69
Notes to the Financial Statements (continued)
Note 21 – Subsequent events
No matter or circumstance has arisen since 30 June 2022 that has significantly affected, or may significantly
affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial
years.
Note 22 – Financial risk management
The Group’s principal financial instruments comprise cash, short-term deposits and borrowings. The Group
has various other financial assets and liabilities such as trade receivables and trade payables which arise
directly from its operations. The Group does not trade in financial instruments. The main risks arising from
the Group’s financial instruments are credit risk and liquidity risk.
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the
basis of measurement and the basis on which income and expenses are recognised, in respect of each class
of financial asset, financial liability and equity instrument are disclosed in note 2 to the financial statements.
Primary responsibility for identification and control of financial risks rests with the board of Directors, however
the day-to-day management of these risks is under the control of the Chief Executive Officer. The Board
agrees the strategy for managing future cash flow requirements and projections.
(A)
Credit risk
The Group’s maximum exposures to credit risk at balance date in relation to financial assets, is the carrying
amount of those assets as recognised on the reporting of financial position. There are no derivative financial
instruments currently being used by the Group to offset its credit exposure.
The Group trades only with recognised, creditworthy third parties for material transactions and as such
collateral is not requested nor is it the Group's policy to securitise its trade and other receivables. The Group’s
retail business does have exposure to small business customers for whom credit records may not be readily
available, however individual exposures have not been assessed as posing a material credit risk to the Group.
(B)
Liquidity risk
The Group’s objective is to maintain adequate capital to finance its current operations and near-term growth
opportunities while maintaining sufficient funds to meet its obligations in the event of a business downturn.
The Group plans to introduce conservative levels of debt financing to fund its growth plans, with repayment
profiles which match the expected cash flows from the relevant business operations. The Group’s financial
liabilities and their contractual maturities are:
Contractual maturities of financial liabilities
2022
Trade payables
Lease liabilities
Less than
6 months
$
143,437
19,290
Total financial liabilities
162,727
Between 6
months & 1
year
$
Between 1
year & 2
years
$
Between 2
years & 5
years
$
Total
contractual
cash flows
$
-
-
-
-
-
-
-
-
-
-
-
-
Total
carrying
value
$
143,437
19,290
162,727
70
Notes to the Financial Statements (continued)
2021
Trade payables
Lease liabilities
Less than
6 months
$
76,669
14,369
Total financial liabilities
91,038
Between 6
months & 1
year
$
Between 1
year & 2
years
$
Between 2
years & 5
years
$
Total
contractual
cash flows
$
-
-
-
-
-
-
-
-
-
-
-
-
Total
carrying
value
$
76,669
14,369
91,038
(C) Market risk
Currency risk
The Group does not have any material exposure to foreign currency risk (2021: nil) but may cover the
expected cost of firm orders denominated in foreign currencies with forward contracts from time to time.
Interest rate risk
The Group’s cash balances are held in a combination of interest-bearing term deposits and bank accounts.
For each 10% movement in the interest rate, the Group’s profit/loss after tax would increase/decrease by
$2,200 if the year end cash balance was invested at those rates for 12 months.
The Group’s borrowings are at fixed rates of interest and there is no exposure to interest rate risk.
Note 23 – Information relating to ReNu Energy Limited (The Parent)
Current Assets
Total Assets
Current Liabilities
Total Liabilities
Contributed Equity
Accumulated Losses
Share Based Payment Reserve
Profit or (loss) of the Parent Entity
Total comprehensive income (loss) of the Parent Entity
2022
$
2021
$
2,133,345
3,398,711
14,618,751
3,424,100
(317,883)
(891,903)
(726,639)
(726,639)
371,529,007
358,435,465
(358,522,328)
(355,738,004)
720,170
-
13,726,849
2,697,461
(2,784,323)
(1,001,885)
(2, 784,323)
(1,001,885)
71
Notes to the Financial Statements (continued)
Note 24 – Fair Value Measurement
Fair value hierarchy
The following tables detail the Group's assets and liabilities, measured or disclosed at fair value, using a
three-level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement,
being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can
access at the measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly
Level 3: Unobservable inputs for the asset or liability
Consolidated – 30 June 2022
Level 1
$
Level 2
$
Level 3
$
Total
$
Assets
Investments at fair value through profit or loss
Total assets
-
-
-
-
1,300,000
1,300,000
1,300,000
1,300,000
There were no transfers between levels during the financial half-year. The carrying amounts of trade and
other receivables and trade and other payables are assumed to approximate their fair values due to their
short-term nature.
Valuation techniques for fair value measurements categorised within level 2 and level 3
Unquoted investments in ordinary shares have been valued using the price at which the respective entities
most recently raised funds.
Level 3 assets and liabilities
Movements in level 3 assets and liabilities during the current financial year are set out below:
Consolidated – 30 June 2022
Balance at 1 July 2021
Additions
Gains recognised in profit or loss
Balance at 30 June 2022
Ordinary shares at fair value
through profit or loss
$
-
1,300,000
-
1,300,000
Total
$
-
1,300,000
-
1,300,000
72
Notes to the Financial Statements (continued)
Note 25 - Segment Information
The Company operates in two segments: (i) hydrogen and (ii) renewable and clean energy investments. All
operations are located in Australia.
Operating segments are identified on the basis of internal reports that are regularly reviewed and used by the
CEO and Board of Directors (chief operating decision makers) in order to allocate resources to the segment
and assess its performance. The financial information presented to the chief operating decision makers uses
EBITDA as a measure to assess performance.
Unless otherwise stated, all amounts reported to the CEO and Board of Directors as the chief operating
decision makers are in accordance with the Group’s accounting policies.
Operating segment information for the year ended 30 June 2022 (there were no operating segments for the
year ended 30 June 2021):
Year Ended 30 June 2022
Hydrogen
Revenue and income
- Other income
- Interest income
Expenses
EBITDA
Depreciation
Amortisation
Interest expense
$
-
-
(345,398)
(345,398)
-
(183,833)
-
Renewable & Clean
Energy Investments
$
Corporate*
$
-
-
87,540
55,362
Total
$
87,540
55,362
(41,916)
(2,333,099)
(2,720,413)
(41,916)
(2,190,197)
(2,577,511)
-
-
-
(58,979)
-
(4,220)
(58,979)
(183,833)
(4,220)
Profit /(Loss) after tax
(529,231)
(41,916)
(2,253,395)
(2,824,543)
Assets
Segment assets
10,827,532
1,300,000
-
12,127,532
Unallocated assets
Total Assets
-
-
2,475,470
2,475,470
14,603,002
* Related to corporate overheads which cannot be attributable to each individual segment.
73
: Directors’ declaration
In accordance with a resolution of the Directors of ReNu Energy Limited, I state that:
1.
In the opinion of the Directors:
The financial statements, notes and additional disclosures included in the Directors’ Report designated as
audited of the Company are in accordance with the Corporations Act 2001, including:
(a) giving a true and fair view of the Company’s financial position as at 30 June 2022 and of their
performance for the period ended on that date; and
(b) complying with Accounting Standards and Corporations Regulations 2001;
(c)
(d)
the financial statements and notes also comply with International Financial Reporting Standards as
disclosed in note 2; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
2. This declaration has been made after receiving the declarations required to be made to the Directors in
accordance with section 295A of the Corporations Act 2001 for the financial period ended 30 June 2022.
On behalf of the Board.
Boyd White
Chairman
Brisbane
31 August 2022
74
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek St
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 4001
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of ReNu Energy Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of ReNu Energy Limited (the Company) and its subsidiaries (the Group),
which comprises the consolidated statement of financial position as at 30 June 2022, the consolidated
statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity
and the consolidated statement of cash flows for the year then ended, and notes to the financial report,
including a summary of significant accounting policies and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act
2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its financial
performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section
of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the
ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics
for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of
the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with
the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given
to the directors of the Company, would be in the same terms if given to the directors as at the time of this
auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material uncertainty related to going concern
We draw attention to Note 2(D) in the financial report which describes the events and/or conditions which
give rise to the existence of a material uncertainty that may cast significant doubt about the group’s ability
to continue as a going concern and therefore the group may be unable to realise its assets and discharge its
liabilities in the normal course of business. Our opinion is not modified in respect of this matter.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms.
Liability limited by a scheme approved under Professional Standards Legislation.
75
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
Accounting for the Acquisition of Countrywide Renewable Hydrogen Pty Ltd
Key audit matter
How the matter was addressed in our audit
During the year, the group acquired 100% interest
in Countrywide Hydrogen Pty Ltd (‘CH’).
Our procedures included, amongst others:
• Obtaining an understanding of the
As disclosed in Note 20, as part of this business
combination transaction, the Group recognised
the following additional intangible assets:
• Goodwill
• Customer relationships
Business combination accounting is a key audit
matter due to the significant audit effort to test
the group’s acquisition during the year and the
level of judgement applied in evaluating
management’s assessment of purchase price
allocation and resulting goodwill.
transaction including an assessment of the
accounting acquirer and whether the
transaction constituted a business
combination or an asset acquisition
• Reviewing purchase documentation including
contracts and sale and purchase agreements
and obtaining a detailed understanding of
the acquired business
• Assessing the appropriateness of the
valuation methodology of the assets acquired
• Reviewing management’s assessment of the
fair value of the consideration paid
• Evaluating management’s assessment of the
identifiable assets and liabilities acquired
including reviewing the independent
identifiable intangible asset valuation for the
acquisition of CH
• Engaging with internal experts on the
appropriateness of the valuation of
identifiable intangible assets
• Assessing the adequacy of the Group's
disclosures of the business combination.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms.
Liability limited by a scheme approved under Professional Standards Legislation.
76
Impairment assessment of Goodwill
Key audit matter
How the matter was addressed in our audit
The Group’s disclosures in respect to intangible
assets, including the impairment assessment of
goodwill is included in Note 6.
The carrying value of goodwill represents a
significant asset of the Group.
The Group is required to annually test goodwill
for impairment.
This annual impairment test was significant to our
audit because the goodwill is material to the
financial statements and because management’s
assessment process, including the determination
of CGUs, is complex, highly judgmental and
includes estimates and assumptions relating to
expected future market or economic conditions.
Our procedures included, amongst others:
•
•
•
Evaluating management’s determination of the
Group’s Cash Generating Unit ("CGU") to ensure
they are appropriate, including being at a level
no higher than the operating segments of the
entity
Evaluating management’s process regarding
determining the recoverable amount for goodwill
Assessing the Group’s assumptions and estimates
relating to forecast revenue, costs, capital
expenditure, project start dates and discount
rates used to determine the recoverable amount
of its assets
•
Involving our internal specialists to assess the
discount rates applied.
Other information
The directors are responsible for the other information. The other information comprises the information
contained in the directors’ report for the year ended 30 June 2022, but does not include the financial
report and our auditor’s report thereon, which we obtained prior to the date of this auditor’s report, and
the annual report, which is expected to be made available to us after that date.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with the
financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of
this auditor’s report, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms.
Liability limited by a scheme approved under Professional Standards Legislation.
77
When we read the annual report, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to the directors and will request that it is corrected. If it is not
corrected, we will seek to have the matter appropriately brought to the attention of users for whom our
report is prepared.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for
such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or
error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations,
or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the Australian Auditing Standards will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms.
Liability limited by a scheme approved under Professional Standards Legislation.
78
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 15 to 28 of the directors’ report for the year
ended 30 June 2022.
In our opinion, the Remuneration Report of ReNu Energy Limited, for the year ended 30 June 2022,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
BDO Audit Pty Ltd
A J Whyte
Director
Brisbane, 31 August 2022
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms.
Liability limited by a scheme approved under Professional Standards Legislation.
79
: Corporate Governance &
Shareholder Information
The Board of Directors of ReNu Energy Limited is
responsible for the corporate governance of the
Company and are committed to achieving and
demonstrating the highest standards of corporate
governance.
ReNu Energy Limited’s corporate governance
practices were in place throughout the year ended
30 June 2022 and were fully compliant with the
Australian Securities Exchange Corporate
Governance Council’s Corporate Governance
Principles and Recommendations (4th Edition)
except for the following:
- Companies should
Recommendation 1.5
disclose in each annual report the measurable
objectives for achieving gender diversity set by the
Board in accordance with the diversity policy,
progress towards achieving them, and disclose at
the end of each reporting period the proportion of
women employees in the whole organisation,
women in senior executive positions and women
on the Board. The Company has adopted a
Diversity Policy that encourages the participation
and provision of opportunity
to all people
interested in working for the ReNu Energy group.
As the Company has a relatively small workforce
with many roles requiring specific skills that may
not be widely available, the Company:
•
•
has not deemed it appropriate to set specific
numeric
these could be
inappropriately skewed by the small sample
size; and
targets as
does not believe it appropriate to publish
specific employment numbers as
the
Company does not believe this information
adds any meaningful value due to its small
workforce.
Recommendations 4.1 and 7.1 – The Board of a
listed entity should have an audit and risk
committee which has at least three members, all
of whom are non-executive directors and a
majority of whom are independent directors. The
Company did not satisfy these recommendations
prior to 31 December 2021 when its Audit and Risk
Management Committee (Committee) comprised
three members, two of whom were Non-executive
Directors. The Company considered that given the
size and composition of the Board prior to 31
December 2021, the composition of the committee
was sufficient to ensure independent judgement is
exercised in relation to the Company's corporate
reporting processes to satisfy its responsibilities.
Recommendations 2.1 and 8.1 - The Board of a
listed entity should have a remuneration and
nomination committee which has at least three
members, a majority of whom are independent
directors. The Company did not satisfy these
recommendations prior to 8 February 2022 when
its Remuneration and Nomination Committee had
two members, both of whom were Non-executive
Directors. The Company considered that given the
composition of the Board prior to 8 February 2022,
the members of the committee were sufficient to
exercise independent judgement in order to satisfy
its responsibilities.
ReNu Energy’s Corporate Governance Statement
can be downloaded in the Governance section of
our website
http://renuenergy.com.au/about-
us/governance/.
80
Distribution of Fully Paid Ordinary Shares
Analysis of number of equity holders by size and holding as at 12 October 2022.
Twenty Largest Holders
Substantial Shareholders
The names of substantial shareholders who have notified the Company in accordance with 671B of the
Corporations Act 2001 are:
81
RangeSecurities% of issued capitalNo. of holders% of holders100,001 and Over300,820,92682.5138811.0650,001 to 100,00026,953,8747.3935810.2110,001 to 50,00032,351,3718.871,37639.225,001 to 10,0003,327,4270.9138210.891,001 to 5,000908,0920.253419.721 to 1,000204,3220.0666318.90Total364,566,012100.003,508100.00RankNameShares held%of issued capital142,543,95811.67234,543,9589.48330,705,6968.42418,000,0004.94510,000,0002.7469,000,0002.4778,137,3892.2386,289,7311.7396,200,0001.70106,000,0001.65106,000,0001.65115,782,4561.59123,922,1211.08132,600,0000.71142,129,7020.58152,097,0600.58162,055,0000.56171,962,3260.54181,960,0000.54191,570,5880.43201,500,0000.41Total202,999,98555.68INDEVCO GROUP HOLDINGS PTY LIMITED KOVI G INVESTMENTS PTY LTD DAVSAM PTY LTD MR JINYU LIU MS PINGHUA LIU TIM SCHOLEFIELD MR ANTHONY JAMES COTTER & MRS DEBORAH JOANNE COTTER 10 BOLIVIANOS PTY LTD MR GREGORY JOHN HOWLETT & MRS MARGARET WILHELMINA HOWLETT BNP PARIBAS NOMINEES PTY LTD CITICORP NOMINEES PTY LIMITED INGEBORG URSULA DRUCKER STEPHEN MARK NOSSAL ACUITY CAPITAL INVESTMENT MANAGEMENT PTY LTD GE-STAR PTY LTD WHITE LOTUS SOLUTIONS PTY LTD GEOFFREY CHARLES DRUCKER 10 BOLIVIANOS PTY LTD NORTH WESTERN SURVEYS PTY LTD LOUKA MANAGEMENT PTY LTD SUSAN OLIVER & CO PTY LTD RankNameShares held%of issued capital142,543,95811.67234,543,9589.48330,705,6968.42INGEBORG URSULA DRUCKER STEPHEN MARK NOSSAL GEOFFREY CHARLES DRUCKER
Voting Rights
Annual Report
The voting rights attaching to each class of equity
securities are set out below:
(a) Ordinary shares:
On a show of hands every member present at a
meeting in person or by proxy shall have one vote
and upon a poll each share shall have one vote.
(b) Options:
No voting rights.
Securities Exchange Listing
The shares of the Company are listed under the
symbol RNE on
the Australian Securities
Exchange Limited. The Company’s home branch
is Sydney.
Shareholder Enquiries
their
Shareholders with
shareholdings should contact the Company’s
Share Registry as follows:
queries
about
Link Market Services
Locked Bag A14
Sydney South NSW 1235
Telephone Australia: 1300 554 474
The Company’s Annual Report is posted on its
web site immediately upon release to ASX.
Shareholders will not be mailed a copy of the
Annual Report unless they have specifically opted
in to request one.
Notice of Meeting and Proxy Voting
The Company offers online
voting and
shareholders may elect to receive the Company’s
notice of meeting and proxy form via email. The
Company encourages this form of electronic
communication. Voting can be undertaken online,
by logging in to the Link website using the holding
details as shown on the proxy form. Shareholders
who do not register for online access will continue
to receive these documents by post. Shareholder
who would like to opt in to receive these
documents by email should
their
communication preferences at the share registry’s
web portal at www.linkmarketservices.com.au
register
Consolidation of Multiple Shareholdings
If you have multiple shareholding accounts that
you wish to consolidate into a single account,
please advise the Share Registry in writing. If your
holdings are broker sponsored, please contact the
sponsoring broker directly.
Telephone International: +61 1300 554 474
Register for Email Alerts
Fax +61 2 9287 0303
Email: registrars@linkmarketservices.com.au
Change of Address
Issuer sponsored shareholders should notify the
share registry immediately upon any change in
their address quoting
their Securityholder
Reference Number (SRN). This can be done by
phoning the share registry, by writing to them, or
at
through
www.linkmarketservices.com.au. Changes
in
addresses for broker sponsored holders should be
directed to the sponsoring brokers with the
appropriate Holder Identification Number (HIN).
portal
their
web
Please note, that as a shareholder you can
register through the ‘Email Alerts’ section of our
web site to receive electronic communications
from the Company. Registration will provide you
with an email advice with a
to
www.renuenergy.com.au each time a relevant
announcement is made by the company and
posted on this site. At www.renuenergy.com.au
shareholders can view:
link
•
•
•
Annual and half-year Reports
Securities Exchange Announcements
ReNu Energy Share Price Information
• General Shareholder Information
82
: Company Directory
BOARD OF DIRECTORS
Mr Boyd White (from 20 December 2019)
(Non-executive Chairman)
Tim Scholefield (from 6 December 2019)
(Non-executive Director)
Mr Tony Louka (from 5 October 2018)
(Non-executive Director)
Mr Geoffrey Drucker (from 8 February 2022)
(Executive Director)
Ms Susan Oliver (from 8 February 2022)
(Non-executive Director)
CEO AND COMPANY SECRETARY
Mr Greg Watson (from 28 February 2020)
PRINCIPAL AND REGISTERED OFFICE
Corporate House, Kings Row 1
Level 2, 52 McDougall Street, Milton, QLD 4064
Telephone: +61 7 2102 3654
POSTAL ADDRESS
PO Box 2046, MILTON QLD 4064
INTERNET
www.renuenergy.com.au
EMAIL
info@renuenergy.com.au
ABN
55 095 006 090
BANKER
Westpac Banking Corporation
AUDITOR
BDO Audit Pty Ltd
SOLICITOR
Thomson Geer Lawyers
SHARE REGISTRY
Link Market Services Limited
Phone: +61 1300 554 474
Fax: +61 2 9287 0309
Postal address: Locked Bag A14, Sydney South
NSW 1235
Website: www.linkmarketservices.com.au
Email: registrars@linkmarketservices.com.au
SECURITIES EXCHANGE LISTING
ReNu Energy Limited shares are listed on the
Australian Securities Exchange. Ticker: RN
83