:contents
Executive Chairman’s and Managing Director’s letter
1
Directors' Report
3
1
Introduction
18
2
Remuneration governance
18
3
Executive remuneration arrangements
19
4
Executive remuneration outcomes for FY24
21
5
Executive contractual arrangements
22
6
Non-executive Director remuneration arrangements
24
7
Share based compensation
26
8
Other statutory disclosures
28
Auditor’s Independence Declaration to the Directors of ReNu Energy Limited
31
Consolidated Statement of Profit or Loss and Other Comprehensive Income
32
Consolidated Statement of Financial Position
33
Consolidated Statement of Cash Flows
34
Consolidated Statement of Changes in Equity
35
Consolidated entity disclosure statement
72
Directors' Declaration
73
Independent Auditor’s Report
74
Corporate Governance & Shareholder Information
80
Company Directory
83
1
: Chairman’s & Managing Director’s
letter
Dear ReNu Energy Shareholders
Since the last Annual Report, the activities of ReNu Energy Limited (ReNu Energy or the Company) have
been focused on several activities, including:
•
Progressing the work program for the Company’s Tasmanian green hydrogen projects (Hydrogen
HyWay#1);
•
Assessing options to realise value in the Company’s incubator and accelerator investments;
•
Realigning the Company’s governance structure and cost base; and
•
Assessing ESG opportunities to reduce Australian emissions in the heavy transport industry.
The Company made strong progress on its Tasmania hydrogen projects during the 2024 financial year,
culminating with the award of an $8 million funding package from the Tasmanian Government through its
Green Hydrogen Price Reduction Scheme (GHPRS). The GHPRS is a production credit program to
incentivise the production, sale and use of green hydrogen in Tasmania.
The Directors’ Report on pages 6 to 13 provides an overview of Hydrogen HyWay#1, project development
activities and progress during the 2024 financial year.
ReNu Energy’s investee companies also made strong progress during the 2024 financial year through: (i)
advancing the commercialisation of their clean and renewable energy technologies (Allegro Energy Pty Ltd
and Uniflow Power Limited); and (ii) increasing their annual recurring revenue (Vaulta Holdings Pty Ltd and
Enosi Australia Pty Ltd).
Notwithstanding, the 2024 financial year presented challenges to the Company. Market sentiment
surrounding hydrogen and a malaise in the small-cap sector made the conditions to raise capital difficult. The
underperformance of the Company’s share price was also a serious concern to the Board, with the
Company’s net assets well exceeding market capitalisation. These factors, together with the Company’s 2023
remuneration report receiving a first strike at the 2023 Annual General Meeting, led the Board to undertake
a strategic review to better align the Company’s governance structure and cost base. As a result, Board and
remuneration changes were implemented in April 2024, with Tony Louka and Tim Scholefield stepping off
the Board and significant Board and Executive remuneration reductions announced.
After the signing of the Directors’ Report and 2024 Financial Report that follows, the Company announced
on 2 September 2024:
•
It had secured commitments of $355,000 under a Loan Notes Placement and $395,000 under a Share
Placement to cover costs for project generation and development, including assessing ESG opportunities
to reduce Australian emissions in the heavy transport industry and for general working capital; and
•
Changes to Board and Executive roles as part of a Corporate Execution Plan (CEP) with: (i) Geoffrey
Drucker stepping off the Board to allow him to focus solely on his role as Managing Director of
Countrywide Hydrogen; and (ii) Greg Watson appointed to the Board as Managing Director and retaining
the role of Chief Executive Officer and Company Secretary.
2
The CEP is designed to align governance structure with further cost discipline. At the time of writing, the
funds from the Loan Notes Placement have been received and a General Meeting is being scheduled for late
October 2024 to approve the Share Placement.
The Company’s strategic direction for the year ahead is to: (i) seek partners for Hydrogen HyWay#1 as
Australia’s first end-to-end hydrogen transport ecosystem; and (ii) assess ESG opportunities that reduce
Australian emissions in the heavy transport industry.
On behalf of the Board:
•
We would like to thank Tony Louka, Tim Scholefield and Geoff Drucker for their contributions as Directors
and commitment to the Company since 2018, 2019 and 2022 respectively. Their guidance was
instrumental in acquiring the Company’s portfolio of incubator investments and progressing the green
hydrogen projects;
•
We acknowledge and thank our staff and contractors for their efforts; and
•
We thank you, our shareholders, for your continued interest and support of ReNu Energy.
We look forward to keeping you informed of the Company’s progress and developments.
Yours faithfully
Boyd White
Greg Watson
Executive Chairman
Managing Director & Company Secretary
3
: Directors’ report
Director Profiles
Your Directors submit their report for the year ended 30 June 2024. 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
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 has had no other listed company directorships in the past three
years.
Mr White is a member of the Risk and Audit Committee, and Remuneration
and Nominations Committee.
On 15 May 2023, Mr White assumed the role of Executive Chairman on an
interim arrangement to assist with taking the Company's Tasmanian green
hydrogen project to final investment decision.
Susan Oliver AM
FAICD B Property and
Construction Melb University,
Cert Fin Mngt
Non-executive Director
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 restructure, Programmed Group, Coffey International,
Simonds Homes and the Just Group. She serves on the global 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
Investment Committee and High Victor McKay Investment Committee for
the Victorian government. Ms Oliver’s Order of Australia was awarded for
services to business and women.
Ms Oliver has had no other listed company directorships in the past three
years.
Ms Oliver is Chair of the Risk and Audit Committee and Chair of the
Remuneration and Nominations Committee.
4
Directors’ Report (continued)
Name & Qualifications
Experience
Geoffrey Drucker
BEc
Executive Director
Mr Drucker is an experienced senior executive with a background in the
renewable energy sector spanning over 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.
Mr Drucker holds a Bachelor of Economics and was previously admitted as
a Certified Practising Accountant.
Mr Drucker has had no other listed company directorships in the past three
years.
Tony Louka
MBA & MAICD
Non-executive Director
(resigned 1 May 2024)
Mr Louka has over 30 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 had no other listed company directorships in the past three years.
Tim Scholefield
BAppSc, MBA, GAICD, Cert
Gov (Risk)
Non-executive Director
(resigned 1 May 2024)
Mr Scholefield is a senior executive with global experience in project
delivery,
operations,
financial,
commercial,
governance
and
risk
management.
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 has had no other listed company directorships in the past
three years.
5
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 with nearly three decades of experience in professional services, the
resources and clean energy sectors.
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 (ReNu Energy or the Company) and its
subsidiaries (collectively the Group) for the financial year ended 30 June 2024.
Principal activities
ReNu Energy’s purpose is to strategically drive the transition to a low carbon future. It does this by identifying
and developing green hydrogen projects and investing in renewable and clean energy technologies to create
stakeholder value. The Company’s vision is to be a preferred supplier of green hydrogen to support customers
reduce emissions and to do this by pioneering green hydrogen ecosystems that decarbonise heavy transport
and power generation.
Significant changes in the state of affairs
Significant changes in the state of affairs of the Group during the financial period were:
•
Undertaking a strategic review, with the Group’s strategic direction honed to be on green hydrogen with
the immediate term focus to advance the Group’s flagship Tasmanian green hydrogen project to Final
Investment Decision (FID);
•
Progressing the Group’s Tasmanian green hydrogen project – Hydrogen HyWay#1 – to FID, with
Hydrogen HyWay#1 having the potential to deliver Australia’s first end-to-end hydrogen transport
ecosystem that will contribute to decarbonising the heavy transport industry;
•
Securing the award of an $8 million funding package from the Tasmanian Government for the Hydrogen
HyWay#1 project, to be paid on delivery of green hydrogen to customers from the proposed Tasmanian
sites;
•
Progressing discussions: (i) with the Australian Renewable Energy Agency (ARENA) for grant funding
through the Advancing Renewables Program; and (ii) in relation to the Federal Government’s Hydrogen
Highways program;
•
Optimising the Company’s governance structure and cost base through the implementation of Board
and remuneration changes;
•
Commencing a process to assess options to realise value in the Group’s investee companies with
McGrathNicol Advisory appointed to provide sell side transaction advice; and
6
Directors’ Report (continued)
Significant changes in the state of affairs (continued)
•
Capital raisings totalling $3.165 million (prior to costs) to progress the Group’s green hydrogen projects
and renewable and clean energy investments.
There were no other significant changes in the state of affairs of the Company during the financial period.
Operating and Financial Review
The Company realised a loss before tax for the financial period as set out below:
Non-IFRS Measure
2024
$
2023
$
EBITDA – by business segment
Hydrogen
(1,325,226)
(1,500,736)
Renewable & clean energy investments
(41,773)
2,917,975
Corporate
(3,226,975)
(2,124,913)
Total Group EBITDA
(4,593,974)
(707,674)
Equity Accounted Share of Profit/(Loss)
(4,941)
(78,141)
Depreciation
(82,634)
(82,518)
Amortisation & impairment
(454,613)
(453,370)
Interest expense
(6,615)
(3,558)
Income tax (expense)/benefit
54,901
159,301
Loss after tax
(5,087,876)
(1,165,960)
The above non-IFRS information has been audited.
Financial Position
The Group has net operating cash outflows for the year of $3,331,678 and as at 30 June 2024 has cash and
cash equivalents of $245,213. Subsequent to year end, the Group: (i) received a further institutional
investment of $250,000 from Towards Net Zero, LLC (TNZ) as a prepayment for $272,500 worth of shares;
(ii) received a $185,000 advance from RH Capital Finance Co (the advance will be repaid from the proceeds
of Company’s 2024 financial year R&D tax incentive rebate); and (iii) announced on 29 August 2024 a trading
halt on the ASX pending the release of an ASX announcement regarding a proposed capital raise.
Results
The Group’s Underlying EBITDA loss of $4,593,974 (2023: $707,674) was more than the corresponding
period primarily due to:
(i) Hydrogen segment: increased green hydrogen project development expenditure during the period offset
by R&D tax incentive revenue recognised;
(ii) Renewable & clean energy investments segment: higher positive revaluations of the Company’s carrying
value of investee companies in the corresponding period; and
(iii) Corporate segment: higher finance costs and share based payments expense.
7
Directors’ Report (continued)
Operating and Financial Review (continued)
Operational review
Green Hydrogen
The Group’s main focus during the year ended 30 June 2024 was progressing its flagship Tasmanian green
hydrogen project – Hydrogen HyWay#1 – to FID. Hydrogen HyWay#1 has the potential to deliver Australia’s
first end-to-end hydrogen transport ecosystem and contribute to decarbonising the heavy transport industry.
It is designed to incorporate:
1. Hydrogen production and storage – building infrastructure to produce and store green hydrogen.
2. Hydrogen Refuelling Stations (HRS) – building green hydrogen stations to refuel heavy vehicles 24/7.
3. Direct hydrogen supply – retail sales to fuel cell trucks and buses under the H2CO brand.
Hydrogen HyWay#1 is initially planned to comprise two hydrogen production and refuelling facilities, one in
the north of Tasmania, at Wesley Vale, 10km east of Devonport (Devonport Site) and the second in the south,
at Brighton, 20km north of Hobart (Hobart Site). A third facility near Launceston is planned to follow within
12-24 months of commissioning the first two facilities. Each facility is designed to comprise a 5-megawatt
(MW) electrolyser and a hydrogen refuelling station with two 350 bar dispensers capable of supplying up to
690,000kg of green hydrogen per annum, which equates to refuelling around 33 fuel cell trucks per day.
During the 2024 financial year, the Group advanced its work to achieve a FID that meets the investment
requirements set out in the Platform Agreement with Australian superannuation fund HESTA for co-
investment in Hydrogen HyWay#1.1 Activities during the period include:
•
Completion of the basis of design and negotiation of (i) the electrolyser supply and (ii) the HRS and
balance of plant Engineering Procurement and Construction (EPC) contracts.
•
Identification of site locations and securing an option to lease over the Devonport Site.
1 See the Company’s 7 June 2023 ASX announcement for further details.
8
Directors’ Report (continued)
Operating and Financial Review (continued)
•
Front End Engineering and Design (FEED).
•
Lodgement of a notice of intent to build and operate a hydrogen production and refuelling facility with
the Tasmanian Environment Protection Authority Project and initial preparation of an environmental
effects report.
•
Submission of a connection enquiry to TasNetworks for a transmission connection for the Devonport
Site and discussions with TasNetworks on connection options for the Hobart Site.
•
Advancing discussion with potential customers and entering into non-binding, indicative hydrogen
supply term sheets with multiple parties.
•
Collaborating with Tasmanian solar developer, Climate Capital, for a 10MW solar farm to potentially
provide 5MW behind-the-meter solar to the Devonport Site and an approximate 5MW export power
offtake for the Hobart Site.
Federal and State Government funding
During the period, the Tasmanian Government awarded the Company an $8 million funding package for the
Hydrogen HyWay#1 project, to be paid on delivery of green hydrogen to customers from the proposed
Tasmanian sites. The funding will be made available through the Tasmanian Government’s Green Hydrogen
Price Reduction Scheme.
The Group also welcomed during the period the renewable hydrogen announcements contained in the 2024
Federal Budget, including:
•
A $6.7 billion Hydrogen Production Tax Incentive to provide a $2 incentive per kilogram of renewable
hydrogen produced for up to ten years per project, between 2027–28 and 2039–40, for projects that
reach final investment decisions by 2030.
•
$1.3 billion over ten years from 2024–25 for an additional round of the Hydrogen Headstart program to
bridge the green premium for early-mover renewable hydrogen projects.
Following a presentation to the ARENA Panel during the period and, based on project progress, the Group
(with assistance from Deloitte) is preparing an updated proposal for ARENA’s consideration for grant funding
through the Advancing Renewables Program. The Group is also progressing discussions in relation to the
Federal Government’s Hydrogen Highways program, which allocates up to $80m to co-invest with State
Governments for heavy transport decarbonisation.
Renewable and Clean Energy investments
The Group’s investee companies continued to make strong progress during the period to commercialise their
clean and renewable energy technologies (Allegro Energy Pty Ltd and Uniflow Power Limited) and increasing
their annual recurring revenue (Vaulta Holdings Pty Ltd and Enosi Australia Pty Ltd).
With a book carrying value of $6.015m (at 30 June 2024) based on the share price of capital raises recently
undertaken, and investment cost of $3.145m, the Group views a sell down of interests in the investee
companies as a source of funds to progress Hydrogen HyWay#1 to FID and construction. Accordingly, the
Group commenced a process during the period to assess options to realise value in its investee companies
with McGrathNicol Advisory appointed to provide sell side transaction advice, including implementation of a
divestment plan.
9
Directors’ Report (continued)
Operating and Financial Review (continued)
Corporate
The Company undertook a strategic review of the Group’s vision and direction during the period, with the
outcomes of the review that:
•
The Group’s strategic direction is to be on green hydrogen with the immediate term focus to advance
the Group’s flagship Tasmanian green hydrogen project to FID;
•
A sell down of interests in investee companies can be applied as a source of funds to progress Hydrogen
Highway#1; and
•
The governance structure and cost base of the Company through to FID can be optimised through the
implementation of Board and remuneration changes, with Mr Tony Louka and Mr Tim Scholefield
stepping off the Board on 1 May 2024 and reductions in Board and management remuneration taking
effect on 1 April 2024.
During the 2024 financial year, the Company’s capital raising activities included:
•
Completion of a fully underwritten, non-renounceable, pro-rata entitlement offer and a placement to
professional, sophisticated and other investors raising $2.50 million (before costs);
•
Receiving institutional investments from Towards Net Zero, LLC totaling $550,000 as a prepayment for
$620,500 worth of shares; and
•
Utilisation of the Company’s At-the-Market Subscription Agreement (ATM) with Acuity Capital to raise
$275,000 (inclusive of costs) through the set-off of 18,000,000 ReNu Energy collateral shares previously
issued to Acuity Capital under the ATM.
Material business risks
There are a number of factors, both specific to the Group and of a general nature, which may affect the future
operating and financial performance of ReNu Energy, its projects, the industry in which it operates and the
outcome of an investment in the Company. The Group has various risk management policies and procedures
in place to enable the identification, assessment and mitigation of business risks that may arise. This section
of the Directors’ report describes the Group’s material business risks. Each of the risks set out below could,
if it eventuates, have a materially adverse impact on the Group’s operating performance, financial
performance, financial position, liquidity, and the value of its shares. For further information on the Group’s
risk
management
framework
refer
to
the
corporate
governance
section
of
the
website
(https://renuenergy.com.au/why-invest-in-us/governance/).
Company Specific Risks
Future funding risk
The Group does not currently have any income producing assets and therefore has not yet generated any
profits. The net cash used in operating activities for the March 2024 and June 2024 quarters was $910,718
and $772,342 respectively. The net cash to be used in operating activities for the September 2024 quarter is
expected to be materially consistent with these past quarters. Cash and cash equivalents on hand as at 30
June 2024 was $245,213 (refer to the Subsequent Events note for steps taken subsequent to 30 June 2024
to raise further cash to fund the Company’s operations).
Until the Group is able to develop projects to generate appropriate cashflow, it is dependent upon being able
to obtain future equity or debt funding to support its stated business plan and objectives.
10
Directors’ Report (continued)
Operating and Financial Review (continued)
Even if funds are raised to meet the immediate needs of the Group, there is no assurance that adequate or
sufficient funds can be raised in the future to meet its funding requirements at or after FID, to achieve its
stated business objectives or strategy or to meet expenditure requirements under future EPC and supply
contracts in respect of its projects, either at all or on terms and conditions which are commercially acceptable
to the Group or at a price which is not lower than the Offer Price. If the Group is unable to obtain such
additional capital, it may be required to reduce the scope of its anticipated activities which could adversely
affect its business, prospects, financial condition and operating results. There is also a risk of default of its
contractual commitments if they cannot be renegotiated.
Offtake and commercialisation
The Group's ability to successfully develop and commercialise its Tasmanian green hydrogen projects may
be affected by numerous factors including but not limited to macro-economic conditions, obtaining required
approvals, securing renewable power supply and customer offtakes, the rate of transition to fuel cell electric
vehicles, delays in commissioning or ramp up, or the hydrogen production facility not performing in
accordance with expectations and cost overruns.
If the Group is unable to mitigate these factors this could result in delays in the development of the projects
or the Group not realising the development plans for the projects, which would have a material adverse effect
on the Group's business, financial performance and prospects.
Strategic partner risk
The Group’s strategy is to collaborate with strategic partners to develop hydrogen production and refuelling
facilities in three key locations in Tasmania, with a view to exporting the model to mainland Australia and
international locations. The Group currently has non-binding memorandums of understanding and framework
agreements in place for its Tasmanian projects with key strategic partners.
No assurance can be given that the Group will secure binding agreements with these strategic partners on
appropriate terms or at all, or that the proposed hydrogen production and refuelling facilities will be completed.
The deterioration of any such key relationships or a change in the circumstances or requirements of the key
suppliers or partners, or market conditions generally, could therefore have significant operational and
financial implications for the Group. Moreover, a failure by any one of those suppliers or partners to perform
their services may have an adverse effect on the operations of the Group and its financial performance.
The Group is seeking to secure other strategic partners in the target markets. While the Group has had
positive discussions with a number of potential partners, negotiations are ongoing and there is no guarantee
that the Group will secure agreements with other partners.
Emerging nature of the green hydrogen industry
The prospects of the Group must be considered in light of the emerging nature of its business and the risks,
expenses and difficulties frequently encountered by companies in the early stages of project development. If
the Group’s business model does not prove to be profitable, investors may lose their investment.
Changes in energy policy
The Australian green hydrogen energy market is currently in its infancy stage of development. Due to the
current low cost of producing electricity via traditional means, the commercialisation of green hydrogen
projects currently relies, and is dependent upon, obtaining government subsidies and grants sufficient to
achieve a competitive cost per kilogram of hydrogen produced. Whilst the current environment is positive,
the Government policies for Australia’s renewable energy industry are uncertain and subject to change. This
may reduce new investment in the green hydrogen industry in Australia which could reduce the number of
available new business prospects for the Group.
11
Directors’ Report (continued)
Operating and Financial Review (continued)
Business performance may be impacted by changes in the design and rules of the existing energy market
and the uncertainty that arises from debate in relation to the energy market’s future design and rules. These
changes may result from orderly rules change processes or in response to political imperatives of the
government or agencies of government from time to time.
Construction
There is a risk that the Group's Tasmanian green hydrogen projects may not proceed as planned. This could
be the result of matters within or outside the Group’s control. Examples may include weather events, natural
disasters, contractor risk, regulatory intervention or failure to obtain or retain suitably qualified expertise. The
occurrence of any such event could result in the projects costing more or not proceeding as planned, including
delays in completion and/or commissioning or failure to perform to technical specifications.
Any delays in or failure of construction or increases in costs may adversely affect the yield of the investment
and consequently impact the Group’s operating and financial performance.
Operational risk
If constructed, the Group's Tasmanian green hydrogen projects may still be adversely affected by a range of
technological and operational factors, including unanticipated operational and technical difficulties
encountered in ramping up facilities for hydrogen production, storage and refuelling, difficulties in securing
renewable power supply, industrial and environmental accidents, and unexpected shortages or increases in
the costs of raw materials and equipment.
Environmental risk
The Group's Tasmanian green hydrogen projects are subject to environmental regulation under a range of
Tasmanian and Commonwealth laws and regulations. the Group’s operations are undertaken in a responsible
manner with appropriate resourcing to manage compliance.
Despite this, there is a risk that the Group’s operations may cause harm to the environment due to an
unexpected occurrence. Depending on the circumstances the Group may suffer reputational damage, may
have an obligation to remediate the damage and may have its licences to operate suspended or revoked, all
of which may have a material adverse effect on the business of the Group.
Loss of key personnel
The Group relies heavily on the abilities of key employees and management. The Group's performance is
reliant on its ability to both retain and attract skilled individuals and to appropriately incentivise them. Although
ReNu expects to be able to attract and retain skilled and experienced personnel, there can be no assurance
that it will be able to do so. The Group intends to mitigate these risks by entering into service contracts with
any new employees and, where appropriate, utilise existing and established incentive plans to maintain
employees’ loyalty to the Group.
Legal and regulatory risk
The Group must comply with the legislation and regulatory frameworks in each of the jurisdictions in which it
operates. A failure to do so could result in suspension or loss of permits or licenses as well as financial
penalties, which could impact the Group’s ability to scale up its green hydrogen projects and which may affect
the Group’s operational and financial performance.
Changes to laws and regulations in the future may provide for more onerous conditions with which the Group
must comply. Any material adverse change in relevant laws or regulations may impact the Group’s
operational and financial performance.
12
Directors’ Report (continued)
Operating and Financial Review (continued)
Tax law risk
The Group has claimed and intends to continue to claim a refundable tax offset for eligible expenditure under
the research and development (R&D) tax incentive scheme while it is able to do so. Changes in tax law, or
changes in the way tax laws are interpreted (and in particular the R&D tax incentive scheme) may impact the
ability of the Group to claim the R&D rebate and which may have a consequent impact on the Group’s
financial condition.
There is a risk that the tax authorities may review the tax treatment of the Group’s business and activities,
and any transactions entered into by ReNu now or in the future. Any actual or alleged failure to comply with,
or any change in the application or interpretation of, tax rules applied in respect of such transactions, may
increase the Group’s tax liabilities or expose it to legal, regulatory or other actions.
Future changes in taxation law, including changes in interpretation or application of the law by the courts or
taxation authorities, may affect taxation treatment of an investment in the Group’s shares or the holding and
disposal of those shares. Further, changes in tax law, or changes in the way tax law is expected to be
interpreted, in the various jurisdictions in which the Group operates, may impact the future tax liabilities of the
Group.
Jurisdiction risk
The Group proposes to collaborate with strategic partners to explore potential offshore hydrogen project
opportunities. If these opportunities progress, the Group will be exposed to the risk of operating in
jurisdictions outside of Australia. These risks may include legal complications, taxation risks, exchange rate
risks and geopolitical risks.
Investment strategy risk
The Group's business strategy includes investing in renewable and clean energy technologies to create
stakeholder value.
ReNu holds investments in four renewable and clean energy investee companies – Uniflow Power Limited,
Enosi Australia Pty Ltd, Allegro Energy Pty Ltd and Vaulta Holdings Pty Ltd. These investee companies are
all at early stages of their development and commercialisation, have not yet generated positive earnings and
are speculative in nature.
The success and future profitability of the Group will depend, in part, on the Group‘s ability to select investee
companies which increase in value over time. There is a risk that one or more of ReNu’s investee companies
will not succeed in scaling their renewable energy technologies and projects to a stage that will generate
positive returns for ReNu, and that may lead to a write-down in the carrying value of one or more investments.
The past performances of investments by ReNu cannot be relied on as indicators of the Group's future
performance.
Insurance
The Group intends to maintain appropriate insurance to cover its activities, however no assurance can be
given that such insurance will be available on commercially reasonable terms or that any cover will be
adequate and able to cover all potential claims. Insurance may not always be available for all aspects of the
Group’s operations. Where R the Group suffers loss and does not carry adequate insurance, the Group may
be exposed to material uninsured losses, which may have a material adverse impact on the viability of a
project or the Group’s business and financial condition generally.
13
Directors’ Report (continued)
Operating and Financial Review (continued)
Climate change risk
Climate-related factors that may affect the operations and proposed activities of the Group include:
•
The emergence of new or expanded regulations associated with the transitioning to a lower-carbon
economy and market changes related to climate change mitigation. The Group may be impacted by
changes to local or international compliance regulations related to climate change mitigation efforts,
or by specific taxation or penalties for carbon emissions or environmental damage.
•
Climate change may cause certain physical and environmental risks that cannot be predicted by the
Group, including events such as increased severity of weather patterns and incidence of extreme
weather events.
Asset impairment
The Group's board regularly monitors impairment risk. Consistent with accounting standards, the Group is
periodically required to assess the carrying values of its assets. Where the value of an asset is to be less
than its carrying value, the Group is obliged to recognise an impairment charge in its profit and loss account.
Impairment charges can be significant and operate to reduce the level of a company’s profits. Impairment
charges are a non- cash item.
General risks
Share market
The price at which the shares in ReNu Energy trade on the Australian Stock Exchange may be affected by
the financial performance of ReNu and by external factors over which the Directors and ReNu have no control.
These factors include movements on international share and commodity markets, local interest rates and
exchange rates, domestic and international economic conditions, government taxation, market supply and
demand and other legal, regulatory or policy changes.
Dependence on general economic conditions
The operating and financial performance of the Group is influenced by a variety of general economic and
business conditions, including levels of consumer spending, inflation, interest rates and exchange rates,
access to debt and capital markets, government fiscal, monetary and regulatory policies.
A prolonged deterioration in general economic conditions, including an increase in interest rates or a
decrease in consumer and business demand, could be expected to have a material adverse impact on the
Group's business or financial condition. Changes to laws and regulations or accounting standards which
apply to the Group from time to time could adversely impact on the Group’s business operations and financial
performance.
Changes in Accounting Policy
Accounting standards may change. This may affect the reported earnings of the Group and its financial
position from time to time.
14
Directors’ Report (continued)
Likely developments and expected results
The Group will continue working towards an FID that meets HESTA’s investment requirements under the
terms of the Platform Agreement.2 The Board believes the Company is well placed to progress Hydrogen
HyWay#1 to FID in 2024 with the funding plan in place to reach FID and commence construction consisting
of:
•
Co-investment partners;
•
Sell-down of existing investee companies to realise value;
•
Possible government grants and R&D claims; and
•
Capital raising.
Dividend
No dividends were declared or paid during the year ended 30 June 2024.
The Directors do not propose to recommend the payment of a dividend in respect of the period ended
30 June 2024.
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
Fully paid
Ordinary
Shares
Loan Plan
Shares
Listed Options
over ordinary
shares
Boyd White
2,015,989
9,000,000
-
Geoffrey Drucker
35,627,291
8,000,000
-
Susan Oliver
2,000,000
6,000,000
-
Significant events after the reporting date
Subsequent to year end, the Group: (i) received a further institutional investment of $250,000 from Towards
Net Zero, LLC (TNZ) as a prepayment for $272,500 worth of shares; (ii) received a $185,000 advance from
RH Capital Finance Co (the advance will be repaid from the proceeds of Company’s 2024 financial year R&D
tax incentive rebate); and (iii) announced on 29 August 2024 a trading halt on the ASX pending the release
of an ASX announcement regarding a proposed capital raise.
Environmental regulations and performance
As a renewable and clean energy developer and investor, environmental sustainability is at the heart of every
activity ReNu Energy undertakes.
2 See the Company’s 7 June 2023 ASX announcement for further details.
15
Directors’ Report (continued)
Environmental regulations and performance (continued)
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.
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.
Share Options
25,000,000 unlisted options with an exercise price of $0.0165 per share expiring on 15 January 2027 were
granted in December and issued on 15 January 2024 to PAC Partners Securities Pty Limited and a further
25,000,000 unlisted options with an exercise price of $0.0165 per share expiring on 23 January 2027 were
granted in December and issued on 23 January 2024 Cygnet Capital Pty Ltd for acting as lead manager and
underwriter and sub-underwriter respectively to the December 2023 underwritten, non-renounceable, pro rata
entitlement offer at an issue price of $0.011 per share.
115,556 shares were issued on 15 December 2023 upon the exercise of 115,556 listed options ($0.07 each)
raising $8,089.
25,000,000 listed options previously granted to Peak Asset Management for acting as corporate adviser and
lead manager to various placements lapsed, on 31 December 2023. An amount of $993,937 relating to the
previously recognised cost of raising capital, has been transferred out of the share-based payment reserve
for the year ended 30 June 2024.
A further 99,121,385 listed options previously granted between August 2021 and February 2023 to
shareholders during historical capital raises lapsed on 31 December 2023.
16
Directors’ Report (continued)
Directors’ meetings
During the period, there were 10 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:
Directors’ meetings
Risk & Audit Committee
meetings
Remuneration &
Nominations Committee
meetings
A
H
A
H
A
H
Boyd White
5
5
-
-
1
1
Tony Louka
3
3
4
4
1
1
Tim Scholefield
3
3
4
4
-
-
Geoffrey Drucker
5
5
-
-
-
-
Susan Oliver
5
5
4
4
1
1
A – Number of meetings attended
H – Number of meetings held whilst in office / a Committee member
Committee memberships as at 30 June 2024 was:
Risk & Audit Committee – Membership comprises Ms Susan Oliver AM (Chair of the Committee and Non-
executive Director), Mr Boyd White (Executive Director) and Mr Geoffrey Drucker (Executive Director).
Remuneration & Nominations Committee –Membership comprises Ms Susan Oliver AM (Chair of the
Committee and Non-executive Director) and Mr Boyd White (Executive Director).
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 32.
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 (Ernst & Young and previously BDO Audit Pty Ltd) for audit
and non-audit services provided during the year are set out in note 15 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.
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 is available on the Company’s website: http://renuenergy.com.au/about-
us/governance/
17
Directors’ Report (continued)
Remuneration Report (Audited)
This Remuneration Report for the year ended 30 June 2024 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 FY24 (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.
2.
Remuneration governance
Remuneration and Nominations Committee
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.
Non-executive Directors (NEDs)
Tony Louka (ceased 1 May 2024)
Tim Scholefield (ceased 1 May 2024)
Susan Oliver
Director
Director
Director
Executive Directors
Boyd White
Geoffrey Drucker
Executive Chairman
Executive Director Hydrogen
Other KMP
Greg Watson
Chief Executive Officer & Company Secretary
KMP who ceased in prior year
Nil
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
Remuneration Report approval at 2023 AGM
The 2023 Remuneration Report was not passed at the AGM as it did not attract the requisite majority of 75%
with shareholders voting against the report providing feedback to the Company of their dissatisfaction with
the Company’s Board size and remuneration in the context of the fall in the Company’s share price and
market capitalisation since the last AGM. Considering this result and following shareholder consultation and
a strategic review, the Company announced on 16 April 2024 changes to the Board size and Board and
management remuneration, comprising:
•
Mr Tony Louka and Mr Tim Scholefield volunteering to resign from the Board with their resignations as
Non-executive Directors effective 1 May 2024; and
•
The following changes to Board and management remuneration effective 1 April 2024:
Position
Remuneration change1
Executive Chairman
Annual Chairman fees reduced to $54,000 and 25%
reduction in hourly rate for consulting services
Non-executive Directors
25% reduction in Director fees
Executive Director Hydrogen
$75,000 reduction in annual base remuneration
Chief Executive Officer and
Company Secretary
$125,000 reduction in annual base remuneration
1 Other than annual Chairman fees, refers to change in remuneration compared with the financial year ended 30 June 2023.
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 Key
Performance Indicator (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.
20
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
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 2024, remuneration consisted of fixed remuneration – base salary and
superannuation with no short term or long-term incentives awarded.
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 2024 financial year no share-based payments were awarded to staff or executives. No Key
Management Personnel were awarded any short term or cash incentives for the financial year.
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).
21
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
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 2024 financial year, no Plan Shares were issued or vested under the Loan Share Plan.
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 FY24
Company performance and its link to the Company's remuneration principles and strategy
The 2024 financial year saw the Group progress its flagship Tasmanian green hydrogen projects towards
FID. The Board set specific measurable short-term targets for KMP for the 2024 financial year. Whilst a
number of the targets were met, no share based or cash incentives were awarded to KMP for the 2024
financial year.
It is intended that corporate and individual KPIs will again be set for the 2025 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 2024 is set out below:
Table 1 – Remuneration of senior executives of the Group for the year ended 30 June 2024
Short-term
Post
employment
Long term
benefits
Share based
payments
Name
Salary1
Consulting
Fees
Superannuation
Employee
entitlements
Loan Share
Plan Shares
Total
Performance
related
$
$
$
$
$
$
%
G. Watson
322,212
-
35,062
6,061
77,504
440,839
-
G. Drucker
285,577
-
30,938
4,564
62,003
383,082
-
B. White1
67,500
222,313
-
-
69,753
359,566
-
Totals
675,289
222,313
66,000
10,625
209,260
1,183,487
-
1.
B White is engaged through an associated company White Lotus Solutions Pty Ltd (trading as New Energy Capital).
2.
Salary includes annual leave.
22
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
Table 2 – Remuneration of senior executives of the Group for the year ended 30 June 2023
Short-term
Post
employment
Long term
benefits
Share-based
payments
Name
Salary
Consulting
Fees
Superannuation
Employee
entitlements
Loan Share
Plan Shares
Total
Performance
related
$
$
$
$
$
%
G. Watson
341,354*
-
36,750
4,654*
77,292
460,050
-
G. Drucker
243,876*
-
27,300
1,507*
61,834
334,517
-
B. White1
8,125
39,000
-
-
8,695
55,820
-
Totals
593,355
39,000
64,050
6,161
147,821
850,387
-
*restated from 30 June 2023
1. Mr White became Executive Chairman on 15 May 2023. Effective from this date he is engaged through an associated company, White
Lotus Solutions Pty Ltd (trading as New Energy Capital). The above table contains his remuneration for the period 15 May 2023 to
30 June 2023.
2. Mr White’s share-based payment was appropriately accounted for in line with AASB 2, however in prior year reporting was not
presented appropriately between his two roles, with all expense presented in Table 4. In the 2024 remuneration report, this has been
split appropriately in both Table 2 and Table 4, reflecting the services provided in the respective roles.
5.
Summary of executive contractual arrangements
Remuneration arrangements for KMP are formalised in employment agreements. Details of these contractual
agreements are provided below.
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 variations to his Employment Agreement effective 1 January 2022 and 1 April 2024.
The key terms of Mr Watson’s employment are as follows:
•
Base remuneration of $350,000 per annum plus superannuation from 1 July 2023 to 31 March 2024,
reduced to a base remuneration of $225,000 per annum plus superannuation, effective 1 April 2024.
•
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 (as noted in section 3C above).
•
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 at the board discretion, including for
example, the instance of a merger, take over bid. The shares were issued at an Issue Price of $0.09
and Mr Watson was provided with an interest-free, limited-recourse loan for the value of the shares.
•
Termination provisions as set out below:
23
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
Unvested
awards forfeited
Unvested awards forfeited
Failure by Company to pay
remuneration or benefits
None
None
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
Unvested
awards forfeited
Unvested awards forfeited
Termination without cause
6 months
6 months
Unvested
awards forfeited
Unvested awards forfeited
Executive Director – Geoffrey Drucker
Mr Drucker was appointed Executive Director – Hydrogen, on completion of the Company’s acquisition of
Countrywide Hydrogen Pty Ltd on 8 February 2022. Mr Drucker entered into variations to his Employment
Agreements, effective 1 March 2023 and 1 April 2024. The key terms of Mr Drucker’s employment are as
follows:
•
Base remuneration of $300,000 per annum plus superannuation from 1 July 2023 to 31 March 2024,
reduced to a base remuneration of $225,000 per annum plus superannuation, effective 1 April 2024.
•
Conditional remuneration of $60,000 plus superannuation in the event of meeting the following
defined hydrogen project development milestones:
o
Land is identified for the Bell Bay, Portland and Melbourne green hydrogen projects and at
least one parcel of land is secured; and
o
An offtake agreement is entered into on a renewable hydrogen project.
•
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
(as noted in section 3C above)
•
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 at the board discretion, including for example, the
instance of a merger, take over bid. The shares were issued at an Issue Price of $0.09 and Mr
Drucker was provided with an interest-free, limited-recourse loan for the value of the shares
•
Termination provisions as set out below:
24
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
Unvested awards
forfeited
Unvested awards forfeited
Failure by Company to pay
remuneration or benefits
None
None
Unvested awards
forfeited
Unvested awards forfeited
Change of control
1 month
1 month
Unvested awards
forfeited
The Board may determine
that Loan Share Plan Shares
vest on terms and conditions
determined by the Board
Termination for cause
14 days
None
Unvested awards
forfeited
Unvested awards forfeited
Termination without cause
6 months
6 months
Unvested awards
forfeited
Unvested awards forfeited
Executive Chairman – Boyd White
On 15 May 2023 following a strategic review of the Group’s business needs, Mr White assumed the role of
Executive Chairman on an interim basis. In this capacity Mr White is working closely with the executive team,
including CEO Greg Watson and Executive Director, to assist with taking the Company's green hydrogen
project in Tasmania to FID.
Mr White is engaged through an associated company, White Lotus Solutions Pty Ltd (trading as New Energy
Capital). Mr White’s executive contract provided for an hourly rate of $250 (plus GST) to be capped at $2,000
(plus GST) for a full day worked for his consulting services for the period from 1 July 2023 to 31 March 2024.
Effective 1 April 2024, the hourly rate reduced to $187.50 (plus GST) and the daily cap reduced to $1,500
(plus GST). Mr White’s executive contract has no fixed period. Each party may terminate by giving 4 weeks'
notice. The engagement can be terminated immediately if Mr White engages in misconduct, ceases to be a
director in accordance with ReNu Energy's constitution, or is removed as a director in accordance with Part
2D.3 of the Corporations Act 2001 (Cth). The executive contract also contains provisions relating to the
protection of intellectual property and confidential information, that are customarily found in executive
agreements of similar nature. In addition, Mr White is paid monthly for his Chairman services. For the period
1 July 2023 to 31 March 2024, the amount paid was based on a per annum rate of $72,000. Effective 1 April
2024 the per annum rate reduced to $54,000.
6. 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.
25
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
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. From 1 July 2023 to 31
March 2024 Non-executive Directors were paid a gross annual remuneration of $50,000. Effective 1 April
2024, the fee structure for Non-executive Directors reduced to a gross annual remuneration of $37,500 per
annum. 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 2024 is detailed in Table 3 of this
report and the remuneration for the comparative year ended 30 June 2023 is detailed in Table 4.
Table 3 – Non-executive Directors’ Remuneration for the year ended 30 June 2024
Short-term
Post
employment
Share-based
payments
Directors’
fees
Consulting
Fees
Superannuation
Loan Share Plan
Shares
Total
Director
$
$
$
$
$
T. Louka1
41,670
-
-
268,6943
310,364
T. Scholefield2
37,537
302,350
4,129
268,6943
612,710
S. Oliver
42,230
-
4,645
46,502
93,377
Totals
121,437
302,350
8,774
583,889
1,016,451
1.
Mr T Louka was a Non-executive Director until 1 May 2024 and was engaged through an associated company, Maxify Pty Ltd, to
provide director services to the Company.
2.
Mr T Scholefield was a Non-executive Director until 1 May 2024. The Group also engages Pacific Energy Partners Pty Ltd to
provide consulting services. Mr T. Scholefield is one of two Directors and Principals of Pacific Energy Partners. The fees in the
table comprise fees paid by the Group to Pacific Energy Partners Pty Ltd until 1 May 2024.
3.
Upon ceasing as a Directors, Mr Louka and Mr Scholefield retained the Loan Share Plan Shares granted to them. The balance of
the expense associated with these shares was accelerated and captured in the current year.
Table 4 – Non-executive Directors’ Remuneration for the year ended 30 June 2023
Short-term
Post employment
Share-based
payments
Directors’
fees
Consulting
Fees
Superannuation
Loan Share Plan
Shares
Total
Director
$
$
$
$
$
B. White1
51,471
-
5,404
60,8684
117,743
T. Louka2
50,004
-
-
46,375
96,379
T. Scholefield3
49,416
107,923
4,751
46,375
208,465
S. Oliver
45,249
-
4,751
46,375
96,375
Totals
196,140
107,923
14,906
199,993
518,962
26
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
1. Mr B White was a Non-executive Director (Chairman) until 14 May 2023 The above table includes fees paid for the period 1 July
2022 to 14 May 2023.
2. Mr T Louka is engaged through an associated company, Maxify Pty Ltd, to provide director services to the Company.
3. The Group engages Pacific Energy Partners Pty Ltd to provide consulting services. Mr T. Scholefield is one of two Directors and
Principals of Pacific Energy Partners. The consultancy fees in the table comprise fees paid by the Group to Pacific Energy Partners
Pty Ltd.
4. Mr White’s share-based payment was appropriately accounted for in line with AASB 2, however in prior year reporting was not
presented appropriately between his two roles, with all expense presented in Table 4. In the 2024 remuneration report, this has
been split appropriately in both Table 2 and Table 4, reflecting the services provided in the respective roles.
7. 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:
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
3,000,000
2,000,000
2,000,000
2,000,000
2,666,667
3,333,333
15,000,000
$0.25
3,000,000
2,000,000
2,000,000
2,000,000
2,666,667
3,333,333
15,000,000
$0.35
3,000,000
2,000,000
2,000,000
2,000,000
2,666,666
3,333,334
15,000,000
Total Plan
Shares
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
$0.09 per share. As a result, the grant of Plan Shares has been valued using an option pricing model and the
fair value recognised in profit or loss over the expected vesting period.
27
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
The Board resolved that Mr Louka and Mr Scholefield were each be considered a 'Good Leaver' for the
purpose of Rule 11.1 of the Loan Share Plan with the effect that they retained all their unvested Plan Shares
following their resignation on the same terms and conditions as they held the Plan Shares prior to their
resignation.
No shares were issued under the Loan Share Plan during the financial year ended 30 June 2024.
The movements of Plan Shares, held directly, indirectly, or beneficially by each key management personnel
member, including their related parties during the financial year ended 30 June 2024 is set out in Table 5
below. No Plan Shares have vested at the end of the reporting period.
Table 5 – Loan shares affecting remuneration of directors and other KMP this financial year or
future financial years
Executive
Balance at
beginning of
period
(shares)
Shares
granted
during the
reporting
period
(shares)
Fair value
of shares
granted at
grant date
($)
Grant date
Expiry
date
Shares
lapsed
during the
reporting
period
(shares)
Balance as at
the end of the
reporting
period
(shares)
B. White
3,000,000
-
0.061
1/02/2022
1/02/2032
-
3,000,000
3,000,000
-
0.056
1/02/2022
1/02/2032
-
3,000,000
3,000,000
-
0.050
1/02/2022
1/02/2032
-
3,000,000
9,000,000
9,000,000
T. Louka1
2,000,000
-
0.061
1/02/2022
1/02/2032
-
2,000,000
2,000,000
-
0.056
1/02/2022
1/02/2032
-
2,000,000
2,000,000
-
0.050
1/02/2022
1/02/2032
-
2,000,000
6,000,000
6,000,000
T Scholefield1
2,000,000
-
0.061
1/02/2022
1/02/2032
-
2,000,000
2,000,000
-
0.056
1/02/2022
1/02/2032
-
2,000,000
2,000,000
-
0.050
1/02/2022
1/02/2032
-
2,000,000
6,000,000
6,000,000
S. Oliver
2,000,000
-
0.061
1/02/2022
1/02/2032
-
2,000,000
2,000,000
-
0.056
1/02/2022
1/02/2032
-
2,000,000
2,000,000
-
0.050
1/02/2022
1/02/2032
-
2,000,000
6,000,000
6,000,000
G Drucker
2,666,667
-
0.061
1/02/2022
1/02/2032
-
2,666,667
2,666,667
-
0.056
1/02/2022
1/02/2032
-
2,666,667
2,666,666
-
0.050
1/02/2022
1/02/2032
-
2,666,666
8,000,000
8,000,000
G. Watson
3,333,333
-
0.061
1/02/2022
1/02/2032
-
3,333,333
3,333,333
-
0.056
1/02/2022
1/02/2032
-
3,333,333
3,333,334
-
0.050
1/02/2022
1/02/2032
-
3,333,334
10,000,000
10,000,000
Total
45,000,000
-
45,000,000
1 The balance disclosed reflects the numbers held the day the individual ceased being a KMP.
28
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
8. Other statutory disclosures
Related party transactions with Directors
The Group engaged Pacific Energy Partners Pty Ltd and White Lotus Solutions Pty Ltd (trading as New
Energy Capital) to provide consulting services.
Tim Scholefield is a Director and Principal of Pacific Energy Partners Pty Ltd. Consulting fees of $302,350
were paid to Pacific Energy Partners during the period 1 July 2023 to 1 May 2024 (2023 Consulting and a
portion of Non-Executive Director fees: $112,089). The material terms of the engagement of Pacific Energy
Partners are disclosed in section 4 of the Remuneration Report.
The key resource from White Lotus Solutions Pty Ltd is Boyd White. Consulting and Executive Director fees
of $289,813 were paid during the year (2023: $47,125). The material terms of the engagement of White Lotus
Solutions are disclosed in section 4 of the Remuneration Report.
At 30 June 2024 $10,500 was owing to White Lotus Solutions Pty Ltd in relation to June 2024 consulting fees
and $46,000 to Pacific Energy Partners for March 2024 and April 2024 consulting fees.
Geoffrey Drucker’s spouse, Ms Ingeborg Drucker, is employed as Group Communications Director of ReNu
Energy Limited. Gross wages and salaries (including superannuation) of $213,328 were paid to Ms Drucker
during the year (2023: $215,475).
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 2024
are set out in Table 6 below.
29
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
Table 6 - Shareholdings of Key Management Personnel
Balance at Beginning
of Period
Acquired Under
entitlement offer1
Shares
released from
escrow2
Balance at End
of Period
1/07/2023
30/06/2024
Directors
B. White
- Unrestricted
1,433,333
582,656
-
2,015,989
- Unvested3
9,000,000
-
-
9,000,000
T. Louka4
- Unrestricted
318,500
1,048,171
-
1,366,671
- Unvested3
6,000,000
-
-
6,000,000
T. Scholefield4
- Unrestricted
901,931
-
-
901,931
- Unvested3
6,000,000
-
-
6,000,000
G. Drucker
- Unrestricted
17,438,644
2,000,000
51,815,938
71,254,582
- Unvested2,3
59,815,938
-
(51,815,938)
8,000,000
S. Oliver
- Unrestricted
-
2,000,000
-
2,000,000
- Unvested3
6,000,000
-
-
6,000,000
Executives
G. Watson
- Unrestricted
614,548
4,065,041
-
4,679,589
- Unvested3
10,000,000
-
-
10,000,000
Total
117,522,894
9,695,868
-
127,218,762
1.
Shares acquired under Entitlement Offer announced on 14 December 2023.
2.
Shares issued to Mr Drucker and his spouse 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. 25% of the shares were released from
Escrow on 1 February 2023, a further 25% on 1 August 2023 and the final 50% on 1 February 2024.
3.
Ordinary Shares issued under the Loan Share Plan are subject to vesting conditions – refer to section 6 of the Remuneration
Report for further details.
4.
The balance disclosed reflects the numbers held the day the individual ceased being a KMP.
End of Remuneration Report (Audited)
30
Directors’ Report (continued)
Signed in accordance with a resolution of the Directors.
Boyd White
Chairman
Brisbane
30 August 20
31
32
: Consolidated statement of profit or loss and
other comprehensive income
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
2024
2023
Note
$
$
Interest income
13,604 47,158
Other income
3A
735,786 2,973,235
Total income
749,390 3,020,393
Personnel expenses
3B
(2,474,944)
(2,040,170)
Other operating expenses
3C
(2,114,247)
(1,213,828)
General & administrative expenses
3E
(1,016,963)
(1,009,957)
Finance costs
3D
(281,072)
(3,558)
Total expenses
(5,887,226)
(4,267,513)
Share of profit/(loss) of associates
8
(4,941)
(78,141)
Loss before income tax expense
(5,142,777)
(1,325,261)
Income tax (expense) / benefit
4
54,901
159,301
Loss after income tax expense
(5,087,876)
(1,165,960)
Other comprehensive income for the period
-
Total comprehensive loss for the period attributable to
the owners of the parent
(5,087,876)
(1,165,960)
Earnings Per Share attributable to the owners of the
parent
Basic and Diluted Loss per share (cents per share)
14
(0.76)
(0.29)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with
the accompanying notes.
33
: Consolidated statement of financial
position
AS AT 30 JUNE 2024
2024
2023
Note
$
$
Current assets
Cash and cash equivalents
19
245,213
1,308,085
Trade and other receivables
5
603,641
242,669
Prepayments
133,544
146,200
Total current assets
982,398
1,696,954
Non-current assets
Property, plant and equipment
55,832
68,470
Investments at fair value through profit or loss
7
6,015,035
5,338,752
Equity accounted investments
8
-
421,859
Intangibles
6
9,919,549
10,374,162
Total non-current assets
15,990,416
16,203,243
Total assets
16,972,814
17,900,197
Current Liabilities
Trade and other payables
9
499,208
296,122
Borrowings
10
143,095
34,584
Employee provisions
189,004
25,555
Financial Liabilities at fair value through profit or loss
11
49,750
-
Total current liabilities
881,057
356,261
Non-current liabilities
Deferred tax
4
352,512
407,413
Borrowings
10
9,053
30,038
Employee provisions
44,324
20,100
Total non-current liabilities
405,889
457,551
Total liabilities
1,286,946
813,812
Net assets
15,685,868
17,086,385
Equity
Issued capital
12
377,767,457
375,331,156
Other reserves
13
1,740,857
1,483,736
Accumulated losses
(363,822,446)
(359,728,507)
Total equity
15,685,868
17,086,385
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
34
: Consolidated statement of cash flows
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
2024
2023
Note
$
$
Operating Activities
Payments to suppliers and employees
(3,660,318)
(3,319,901)
Proceeds from R&D tax incentive
311,467
-
Net Goods and Services Tax received (paid)
4,600
41,295
Interest received
13,573
46,973
Costs associated with investments made
(1,000)
(23,652)
Net cash flows used in operating activities
19
(3,331,678)
(3,255,285)
Investing Activities
Investment in other entities
7
(250,000)
(1,095,000)
Investment in associate
8
0
(500,000)
Net cash from / (used in) investing activities
(250,000)
(1,595,000)
Financing Activities
Proceeds from issue of shares
12
2,785,490
4,556,361
Proceeds from exercise of options
12
8,089
Transaction costs of share issues
12
(271,035)
(338,460)
Transaction costs of convertible note
(103,040)
-
Repayment of borrowings
10
(64,600)
(76,168)
Interest on borrowings
(2,907)
-
Repayment of lease liabilities
10
(83,079)
-
Payment of additional lease bond
(112)
(125)
Proceeds from issue of convertible debt securities
11
550,000
-
Repayment of convertible debt securities principal
amount
11
(300,000)
-
Net cash flow provided by financing activities
2,518,807
4,141,608
Net decrease in cash and cash equivalents
(1,062,872)
(708,677)
Add: Opening cash and cash equivalents at 1 July
1,308,085
2,016,762
Cash and cash equivalents at 30 June
19
245,213
1,308,085
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
35
: Consolidated statement of changes in equity
FINANCIAL YEAR ENDED
30 JUNE 2024
Issued Capital
Share Based
Payment Reserve
(Note 13)
Accumulated
Losses
Total Equity
$
$
$
$
At 1 July 2023
375,331,156
1,483,736
(359,728,507)
17,086,385
Loss for the period
(5,087,876)
(5,087,876)
Total comprehensive income for the year
(5,087,876)
(5,087,876)
Transactions with owners in their capacity
as owners:
Shares issued
2,872,656
-
-
2,872,656
Exercise of options - listed
8,089
-
-
8,089
Funds from set off of shares
284,500
-
-
284,500
Share issue costs
(728,944)
457,909
-
(271,035)
Transfer of expired performance rights (note 16)
-
(993,937)
993,937
-
Share based payment (note 16)
-
793,149
-
793,149
At 30 June 2024
377,767,457
1,740,857
(363,822,446)
15,685,868
FINANCIAL YEAR ENDED
30 JUNE 2023
Issued Capital
Share Based
Payment Reserve
(Note 13)
Accumulated
Losses
Total Equity
$
$
$
$
At 1 July 2022
371,529,007
720,170
(358,562,547)
13,686,630
Loss for the period
-
-
(1,165,960)
(1,165,960)
Total comprehensive income for the year
-
-
(1,165,960)
(1,165,960)
Transactions with owners in their capacity
as owners:
Shares issued
4,555,000
-
-
4,555,000
Exercise of options - listed
1,361
-
-
1,361
Share issue costs
(754,212)*
415,752*
-
(338,460)
Share based payment (note 16)
-*
347,814*
-
347,814
At 30 June 2023
375,331,156
1,483,736
(359,728,507)
17,086,385
* Presentation of costs associated with options issued during FY23 has been aligned with presentation for the 2024 financial
statements
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
36
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 2024 was authorised in accordance with a resolution of the Directors on 30 August
2024.
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.
The financial statements are presented in Australian dollars, which is the Group’s functional and
presentational currency.
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
$3,331,678 and as at 30 June 2024 has cash and cash equivalents of $245,213. The Group also generated
a loss after tax of $5,087,876.
Subsequent to year end, the Group: (i) received a further institutional investment of $250,000 from Towards
Net Zero, LLC (TNZ) as a prepayment for $272,500 worth of shares; (ii) received a $185,000 advance from
RH Capital Finance Co (the advance will be repaid from the proceeds of Company’s 2024 financial year
R&D tax incentive rebate); and (iii) announced on 29 August 2024 a trading halt on the ASX pending the
release of an ASX announcement regarding a proposed capital raise.
37
Notes to the Financial Statements (continued)
The ability of the Group to continue as a going concern and meet its debts and commitments is principally
dependent upon one or more of the following conditions:
•
Effective cash flow management.
•
Securing appropriate projects and related funding for project investment.
•
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 of investing in renewable and
clean energy technologies and developing 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.
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
fund continued progress of the Group’s hydrogen development projects to enable the Group to realise the
carrying amount of its goodwill and other intangibles (refer note 6). Accordingly, the Group has 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 2024.
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.
38
Notes to the Financial Statements (continued)
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:
Equity Interest %
Name
Principal activities
2024
2023
Countrywide Hydrogen Pty Ltd (formerly
Countrywide Renewable Hydrogen Limited)
Hydrogen project origination
100
100
Countrywide Renewable Energy Pty Ltd
Dormant
100
100
Equity accounted investments
An equity accounted associate is an entity over which the Group has significant influence but not control or
joint control. Investments in associates are accounted for using the equity method. Under the equity method,
the share of the profits or losses of the associate is recognised in profit or loss and the share of the
movements in equity is recognised in other comprehensive income.
Investments in associates are carried in the statement of financial position at cost plus post-acquisition
changes in the consolidated entity's share of net assets of the associate. Goodwill relating to the associate
is included in the carrying amount of the investment and is neither amortised nor individually tested for
impairment. Dividends received or receivable from associates reduce the carrying amount of the investment.
When the consolidated entity's share of losses in an associate equals or exceeds its interest in the associate,
including any unsecured long-term receivables, the consolidated entity does not recognise further losses,
unless it has incurred obligations or made payments on behalf of the associate.
The consolidated entity discontinues the use of the equity method upon the loss of significant influence over
the associate and recognises any retained investment at its fair value. Any difference between the
associate's carrying amount, fair value of the retained investment and proceeds from disposal is recognised
in profit or loss.
The following entity has been included in the consolidated financial statements using the equity method:
Equity Interest %
Name
Principal activities
2024
2023
Vaulta Holdings Pty Ltd
Assembly and sale of batteries designed for
re-use and repair using patented battery
casing technology
-
10
At 30 June 2024 the group held a 13.28% interest in Vaulta Holdings Pty Ltd (Vaulta) with no further options
to acquire an additional interest. Management concluded the Company lost significant influence over Vaulta
when the option to purchase additional interest expired on 13 November 2023.
The Company has exercised shareholder agreement rights to nominate one Director to the Board of investee
companies Vaulta (13.3% interest) and Enosi Australia Pty Ltd (Enosi) (11.8%). The nominee rights for each
investee cease should the Company’s interest fall to less than 7.5% and 10.0% for Vaulta and Enosi
respectively. Management has exercised significant judgement in determining whether the Company
exercised significant influence over Vaulta and/or Enosi at 30 June 2023 and 30 June 2024. Consideration
was given to:
39
Notes to the Financial Statements (continued)
•
The interest held for each investee company being less than 15% with a likelihood the Company’s
interest will further dilute as the investee companies raise additional equity;
•
The presence of Company appointed directors;
•
The Board composition for Vaulta and Enosi comprising 4 and 3 directors respectively with the
Company not holding any Board veto rights;
•
The shareholding held by Founder directors being substantially larger than the Company’s
shareholding;
•
The objective of the nominee entitlement (between the Company and the investees) being to: (i)
provide the investee companies (at no cost) access to the skills and experience of the Company’s
personnel for guidance and advice on (not influence over) strategic and operational matters; and
(ii) to facilitate ready access to information to assist the Company with its ASX reporting and other
regulatory requirements.
Following this assessment, management assessed that the Company does not hold a position of significant
influence in any of its investee companies at 30 June 2024.
F.
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 (2023: 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.
G.
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 fair value less cost of disposal, 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.
Impairment losses are recognised in the profit or loss in the year the loss is recognised.
H.
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.
40
Notes to the Financial Statements (continued)
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.
I.
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.
J.
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.
K.
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.
L.
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.
M.
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. Long service
leave not expected to be settled within 12 months of the reporting date are measured at the present value
of expected future payments to be made in respect of services provided by employees up to the reporting
date using the projected unit credit method. Consideration is given to expected future wage and salary levels,
experience of employee departures and periods of service. Expected future payments are discounted using
market yields at the reporting date on corporate bonds with terms to maturity and currency that match, as
closely as possible, the estimated future cash outflows.
41
Notes to the Financial Statements (continued)
(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.
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.
N.
Income recognition
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.
O.
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.
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.
P.
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.
Q.
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.
42
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:
•
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.
R.
Other taxes
Expense 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.
43
Notes to the Financial Statements (continued)
S.
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.
T.
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.
U.
Comparative figures
When required by Accounting Standards, comparative figures are adjusted to conform to changes in
presentation for the current financial year.
V.
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.
W.
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. 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.
44
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.
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.
X.
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
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.
45
Notes to the Financial Statements (continued)
Y.
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.
Z.
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.
AA.
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).
BB. 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:
46
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 16 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 BB.
The recoverable amounts of cash-generating units have been determined based on fair value less cost to
dispose 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 prior 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.
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 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.
47
Notes to the Financial Statements (continued)
Classification of investments as associates
The Group recognises an investment as an associate, and therefore adopts equity accounting for the
investment rather than recognising at fair value through profit or loss, if the Group has significant influence
over the investment. Whether or not the Group has significant influence over an investment is a matter of
considerable judgement. Factors taken into consideration include the percentage of equity interest,
participation in policy-making decisions and representation on the board. If the percentage of equity interest
is greater than 20%, it is presumed that the Group has significant influence over the investment unless it can
be clearly demonstrated this is not the not the case. The converse applies.
At 30 June 2024 the group held a 13.28% interest in Vaulta Holdings Pty Ltd (Vaulta) with no further options
to acquire an additional interest. Management concluded the Company lost significant influence over Vaulta
Holdings Pty Ltd when the option to purchase additional interest expired on 13 November 2023.
48
Notes to the Financial Statements (continued)
Note 3A – Income
2024
2023
$
$
Other income
Recoupment of remediation costs1
(13,249)
29,483
R&D tax incentive2
739,670
-
Net fair value gains/(losses) on investments at fair value through profit or loss
9,365
2,943,752
735,786
2,973,235
1 For the year ended 30 June 2024, negative amount relates to reversal of an invoice for geothermal remediation activities
2 Total R&D tax incentive relates to the Company’s green hydrogen project development expenditure in both FY23 and FY24.
Note 3B – Personnel expenses
2024
$
2023
$
Loss before income tax has been determined after charging the following specific
items:
Personnel expenses
1,681,794
1,575,434
Termination payments
-
116,922
Share based payments1
793,150
347,814
2,474,944
2,040,170
1.Refer to note 16
Note 3C – Other operating expenses
2024
$
2023
$
Depreciation of operational plant & equipment
1,953
11,765
Hydrogen project advisory and consultancy fees1
1,400,336
725,041
Release of security2
150,000
-
Amortisation expense
454,613
453,370
Impairment of goodwill
-
-
Investment costs
107,345
23,652
2,114,247
1,213,828
1 Refer to Note 18, this includes payments to related parties.
2 Refer to Note 5 $150,000 of cash held as security, once released, to be provided to third party
Note 3D – Finance costs
2024
$
2023
$
Interest expense
6,615
3,558
TNZ Transaction fees
274,457
-
281,072
3558
49
Notes to the Financial Statements (continued)
Note 3E – General & administrative expenses
2024
$
2023
$
Governance
250,945
253,398
External advisory
300,800
157,066
Facility, IT and communications
87,414
92,263
Travel
51,084
84,431
Insurance
157,714
155,137
Depreciation on right of use asset
80,681
70,753
Investor and public relations
53,499
177,522
Other
34,826
19,387
1,016,963
1,009,957
Note 4 – Income tax
2024
$
2023
$
Income tax expense
The prima facie tax benefit on loss of 30.0% (2023 – 25.0%) differs from the
income tax provided in the financial statements as follows:
Prima facie tax benefit on loss
1,542,833 331,315
Tax effect of amounts which are not deductible (taxable) in calculating taxable
income:
Other income/(expenses)
(515,879)
(117,375)
Adjustments for current tax of prior periods
(335,483) 82,310
Deferred tax assets for tax losses and other temporary differences not
recognised
(636,570)
(136,949)
Income tax benefit / (expense) reported in statement of profit or loss
54,901 159,301
Income tax expense comprises:
Current tax
(1,241,758)
(879,320)
Deferred tax
1,296,659 1,038,621
Total income tax expense
54,901
159,301
Tax losses
2024
$
2023
$
Unused tax losses for which no deferred tax asset has been recognised1
272,730,516
269,704,568
Potential tax benefit at 30.0% (2023 – 25.0%)
81,819,155
67,426,142
50
Notes to the Financial Statements (continued)
Note 4 – Income tax (continued)
Deferred income tax
Deferred income tax at the end of the reporting period relates to the following:
2024
$
2023
$
Customer relationships
(352,512)
(407,413)
Lease liabilities
58
(7,516)
Revaluations of financial assets at fair value through profit or loss
(885,934)
(735,938)
Net deferred tax liabilities
(1,238,388)
(1,150,866)
Deferred tax liabilities
Deferred tax liabilities not offset against deferred tax assets
(352,512)
(407,413)
Other deferred tax liabilities offset against deferred tax assets (A)
(885,876)
(743,454)
Total deferred tax liabilities
(1,238,388)
(1,150,866)
Deferred tax assets
Losses available for offset against future taxable income:
Company
81,398,826
67,096,580
Subsidiary
420,329
329,562
Other deferred tax asset
397,593
250,229
Total deferred tax assets (B)
82,216,748
67,676,371
Net deferred tax assets (A) + (B)
81,330,871 66,932,917
Deferred tax assets not recognised1
(81,330,871)
(66,932,917)
Recognised net deferred income tax assets
-
-
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 2024.When the Group does generate taxable
profits, the company will also need to consider at that point if it passes the continuity of ownership test or the same or similar
business test.
$271,860,345 of the losses are revenue in nature and $870,171 are capital in nature and there is not time restriction on utilising
the losses.
51
Notes to the Financial Statements (continued)
Note 4 – Income tax (continued)
Movement in deferred tax assets
2024
$
2023
$
Balance at the beginning of the year
67,676,371
66,024,960
(Charged)/credited to profit or loss:
Tax losses
1,179,453 937,992
Trade and other payables
117,695
109,109
Provisions
52,121
(6,259)
Adjustment for deferred tax of prior periods
(344,166)
610,569
Change in tax rate
13,535,274
-
Balance at the end of the year
82,216,748
67,676,371
Movement in deferred tax liabilities
2024
$
2023
$
Balance at the beginning of the year
(1,150,866)
(524,047)
(Charged)/credited to profit or loss:
Leases
394
(4,224)
Intangible assets
136,384 113,343
Gain on financial assets
(2,810)
(735,938)
Adjustment for deferred tax of prior periods
8,683
-
Recognition of DTL of acquired entities
- -
Change in tax rate
(230,173) -
Balance at the end of the year
(1,238,388)
(1,150,866)
Note 5 – Trade and other receivables
2024
$
2023
$
Current
Cash held as security
150,211
150,211
Trade receivables
-
13,249
GST Receivable
19,505
24,105
Interest receivable
72
41
R&D Tax Incentive Receivable
428,204
-
Other receivables
5,649
55,063
Total current trade and other receivables
603,641
242,669
52
Notes to the Financial Statements (continued)
Note 5 – Trade and other receivables (continued)
Assets pledged as security
Of the cash held as security $150,000 (2023: $150,000) is for bank guarantees (refer note 20).
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
2024
2023
$
$
Intangibles (including goodwill) at cost
11,011,365
11,011,365
Less: accumulated amortisation and impairment
(1,091,816)
(637,203)
Total Intangibles
9,919,549
10,374,162
Reconciliation of Intangibles
Customer relationships
Cost
2,266,855
2,266,855
Accumulated amortisation
(1,091,816)
(637,203)
1,175,039
1,629,652
Goodwill
Cost
8,744,510
8,744,510
Impairment
-
-
8,744,510
8,744,510
Carrying amount 30 June
9,919,549
10,374,162
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial
year are set out below:
53
Notes to the Financial Statements (continued)
Note 6 – Intangibles (continued)
FINANCIAL YEAR ENDED 30 JUNE 2024
Goodwill
$
Customer
relationships
$
Total
$
Balance at 30 June 2023
8,744,510
1,629,652
10,374,162
Impairment of Assets
-
-
-
Amortisation Expense
-
(454,613)
(454,613)
Balance at 30 June 2024
8,744,510
1,175,039
9,919,549
FINANCIAL YEAR ENDED 30 JUNE 2023
Goodwill
$
Customer
relationships
$
Total
$
Balance at 30 June 2022
8,744,510
2,083,022
10,827,532
Impairment of Assets
-
-
-
Amortisation Expense
-
(453,370)
(453,370)
Balance at 30 June 2023
8,744,510
1,629,652
10,374,162
The Group assessed Countrywide Hydrogen Pty Ltd to include three cash-generating units being hydrogen
development projects in Melbourne, Portland and Tasmania. Goodwill acquired through the prior period
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 proposed hydrogen development projects are as follows:
Location
Tasmania1
Melbourne1
Portland
Project size
5MW facility
5MW facility
10MW facility
1.
The Group plans to develop two 5MW facilities.
The recoverable amount of the Group’s goodwill has been determined by a fair value less cost to dispose
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. The key assumptions in the following table were used in the discounted cash flow model. The
values disclosed in the table represent the mean of the range of possible values.
Utilising the Company’s available carry forward tax losses has not been factored into the fair value less
cost to dispose calculations.
54
Notes to the Financial Statements (continued)
Note 6 – Intangibles (continued)
Key assumption
Approach to determining the value assigned to the key assumption
Discount rate
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 15.1% discount rate has been assumed.
Federal and State
grant funding
Takes into consideration government announcements of funding to be made available for projects. Grant
funding included in the model is as follows:
•
$10.0 and $14.9 million for a 5MW and 10MW facility respectively from the Federal government’s
Advancing Renewables Program, applied to capital expenditure.
•
$8 million in production credits for the Tasmanian project pursuant to the State Government’s Green
Hydrogen Price Reduction Scheme.1
•
$2/kg production credit per project over a 10 year period from, between 2027–28 and 2039–40, under
the Hydrogen Production Tax Incentive announced in the Federal government’s 2024 Federal Budget.
Capital expenditure
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. Capital expenditure included in the model
was based on the project location and size as follows:
•
$31.4 million for a 5MW facility.
•
$47.6 million for a 10MW facility.
Hydrogen sales
price
Depending on the use case for the facility, management considered the diesel displacement breakeven point
for heavy vehicles, business demand to decarbonise operations, conversations on expected price with
potential customers and hydrogen sale prices in overseas markets. A hydrogen sales price (before
escalation) of $10.54/kg has been modelled for all development projects.
Power price
Determined considering estimates of current behind-the-meter and national energy market peak and off-
peak power costs, potential project partner purchase price agreements and government subsidies. A power
price (before escalation) of $74/MWh has been modelled for all development projects.
First hydrogen sales
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 years 2026 (for the
Tasmania) and 2028 (for the Melbourne and Portland) have been modelled.
Annual growth rate
An annual growth rate of 2.5% has been applied to expenditure sales. The rate applied to expenditure
considers the long-term supply contracts envisaged, the ability to achieve real savings through synergies as
multiple projects come online and operational efficiencies once commercial production is reached. The sales
escalation considers assessments on diesel price growth, including IEA forecasts and road user charge
increases applied to diesel fuel.
1.See the Company’s 13 May 2024 ASX announcement for details.
Sensitivity
Based on the above the recoverable amount of the cash generating units exceeded the carrying amount of
intangible assets by $6.9 million.
55
Notes to the Financial Statements (continued)
Note 6 – Intangibles (continued)
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 key
sensitivities are as follows:
•
The discount rate would need to increase to 16.53% (a movement of 1.43%) before goodwill would
need to be impaired.
•
Federal and State Government grant funding would need to be 23.6% less than the value modelled
across the projects before goodwill would need to be impaired.
•
If the value of capital expenditure across the projects increase by 11.5%, the carrying amount of
goodwill would need to be impaired.
•
If the value of the hydrogen price decreases by 4.3%, the carrying amount of goodwill would need to
be impaired.
•
If the mean value of the power price increases by 9.2%, the carrying amount of goodwill would need to
be impaired.
•
If the first hydrogen sales for the Tasmanian project were delayed by 9 months which in turn will delay
the first hydrogen sales for the Melbourne and Portland projects by 9 months, the carrying amount of
goodwill would need to be impaired.
Note 7 – Investments at fair value through profit or loss
2024
$
2023
$
Investment in Uniflow Power Limited (1)
350,000
350,000
Investment in Enosi Australia Pty Ltd (2)
1,637,993
1,590,000
Investment in Allegro Energy Pty Ltd (3)
3,170,550
3,398,752
Investment in Vaulta Holdings Pty Ltd (4)
856,492
-
6,015,035
5,338,752
(1)
Shares held in Uniflow Power Limited (Uniflow) with a fair value of $350,000, an Australian unlisted public company, commercialising a micro
renewable energy generator – The Cobber. The shares held equate to 4.71% of Uniflow equity.
(2)
Shares held in Enosi Australia Pty Ltd (Enosi) with a fair value of $1,637,993. During year ended 30 June 2024 Enosi raised further capital at
$0.3612 per share. The Company assessed the fair value of the cumulative investment at this share price generating a $47,993 gain on financial
assets (Note 3A). Enosi is an Australian company that has developed Powertracer, a grid-scale renewable energy trading and tracing solution.
The shares held equate to 11.8% of Enosi equity.
(3)
Shares held in Allegro Energy Pty Ltd (Allegro) with a fair value of $3,170,550. Allegro raised additional capital during the year ended 30 June
2024 on a post money valuation of $80m, resulting in a share price of $26.12. The Company has assessed the fair value of its investment at this
price, generating a $228,202 loss on financial assets (Note 3A). Allegro is an Australian battery technology company that has developed a water-
based electrolyte for use in redox flow batteries and supercapacitors. The total shares held by ReNu Energy equate to a 3.96% interest.
(4)
Shares held in Vaulta Holdings Pty Ltd (Vaulta) with a fair value of $856,492. ReNu ceased equity accounting this investment on 13 November
2023 (refer to Note 8). The Company has assessed the fair value of its investment at the price of Vaulta’s most recent capital raise at $16.33/share.
Vaulta is an Australian battery casing technology company. The total shares held by ReNu Energy equate to a 13.34% interest.
56
Notes to the Financial Statements (continued)
Note 8 – Equity Accounted Investments
Interests in associates
Name of entity
Ownership interest
Carrying amount
2024
2023
2024
$
2023
$
Vaulta Holdings Pty Ltd
0%
10%
-
421,859
Vaulta Holdings Pty Ltd ceased to be an associate during the period as the Group’s holding reduced to
13.28% with management concluding the Group’s position of significant influence lost. Refer to Note 2E for
significant judgment/assumptions made in relation to equity accounting investments where the Group own
less than 20% ownership interest.
2024
$
2023
$
Reconciliation of the consolidated entity's carrying amount
Opening carrying amount
421,859
-
Investment
250,000
500,000
Share of profit / (loss) after income tax
(4,941)
(78,141)
Reclassification on loss of significant influence to financial assets classified at
fair value through profit and loss – derecognition of carrying amount
(666,918)
-
Closing carrying amount
- 421,859
Note 9 – Trade and other payables
2024
$
2023
$
Current
Trade creditors
169,135
105,683
Accrued and other liabilities
330,073
190,439
Trade creditors and accruals
499,208
296,122
Terms and conditions
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.
57
Notes to the Financial Statements (continued)
Note 10 – Borrowings
2024
$
2023
$
Current borrowings
Lease liability
46,195
34,584
Other borrowings1
96,900
-
Total Current borrowings
143,095
34.584
Non-Current borrowings
Lease liability
9,053
30,038
Total Non-Current borrowings
9,053
30,038
Total borrowings
152,148
64,622
1 Other borrowings relates to insurance premium funding
Changes in borrowings resulting from financing activities
2024
$
2023
$
Balance as at beginning of financial year
64,622
19,290
Facility from borrowings1
161,500
-
Movement in lease liabilities
(9,374)
45,332
Repayments of principal2
(64,600)
-
Balance at the end of the financial year
152,148
64,622
1 Facility from borrowings relates to insurance premium funding
2 Insurance premium funding instalments
Lease liabilities
Set out below are the carrying amounts of lease liabilities (included under borrowings) and the movements
during the period:
Changes in lease liabilities
2024
$
2023
$
At 1 July
64,622
19,290
Additions
69,997
117,942
Interest
3,708
3,558
Lease payments
(83,079)
(76,168)
At 30 June
55,248
64,622
Current
46,195
34,584
Non-current
9,053
30,038
55,248
64,622
The maturity analysis of lease liabilities are disclosed in Note 22.
58
Notes to the Financial Statements (continued)
Note 11 – Financial Liability at Fair Value Through Profit or Loss
2024
$
2023
$
Fair Value of convertible note
49,750
49,750
-
Financial Liability
As announced on 23 October 2023 and 20 February 2024 the Company received institutional investments
from Towards Net Zero, LLC (the Investor) to fund the Company’s general working capital requirements.
The effect of the key terms of the investment described below gives rise to a financial liability held at fair
value through profit or loss.
The Company has the right (but no obligation), instead of issuing shares to the Investor, to make a cash
payment to the Investor equal to the value of the Shares that would have otherwise been issued. If the
Company does not exercise that right, the Company will issue shares at the Issue Price when requested by
the Investor within 24 months of the date of the related prepayment. The number of shares issued by the
Company will be determined by applying the Issue Price (as set out below) to the value of shares to be
issued, but subject to the Floor Price (as set out below).
The Issue Price of the Shares is equal to:
•
for the first month after signing – $0.06 per share; and
•
subject to the Floor Price described below, after the first month – the Issue Price is the average of five
daily volume-weighted average prices selected by the Investor during the 20 consecutive trading days
immediately prior to the date of the Investor’s notice to issue shares, less a 10% discount, rounded down
to the nearest 1/10th of a cent if the share price is at or below 20 cents, or whole cent otherwise.
The Floor Price is $0.02. If the Issue Price formula would result in a price that is less than the Floor Price,
the Company may forego issuing Shares and instead opt to repay the applicable subscription amount in
cash (with a 12% premium), subject to the Investor’s right to elect to receive Shares at the Floor Price in lieu
of such cash payment.
An Initial Investment of $300,000 was received on 1 November 2023 as a prepayment for $348,000 worth
of shares at the Issue Price. During the year Towards Net Zero LLC issued settlement notices for the issue
of shares in relation to the Initial Investment. As the Issue Price was less than the Floor Price, the Company
elected to repay the applicable subscription amount in cash (with a 12% premium).
A Second Investment of $250,000 was received on 21 February 2024, as prepayment for $272,500 worth
of shares at the Issue Price. During the year Towards Net Zero LLC issued settlement notices for the issue
of shares in relation to the Second Investment. Although the Issue Price was less than the Floor Price, the
Company did not elected to repay the applicable subscription amount in cash and instead issued a combined
total of 51,166,667 shares.
Additionally, the Investor may within 12 months of the initial investment make a Third Investment of $250,000
as a prepayment for $272,500 worth of shares at the Issue Price. This occurred subsequent to year end, on
15 July 2024. Finally, a Fourth Investment of $700,000 as a prepayment for shares worth an equivalent
amount at the Issue Price, may be undertaken by mutual consent of the Investor and the Company within
24 months of the initial investment.
The Company made an initial issuance of 1,900,000 shares to the Investor at the time of the funding of the
initial investment, towards the ultimate number of Shares to be issued. The investor issued a notice of
payment on 4 June 2024 and acquired the shares for $0.005 per share, representing a 10% discount to the
VWAP calculated in accordance with the terms of the Investment Agreement.
59
Notes to the Financial Statements (continued)
Note 11 - Financial Liability at Fair Value Through Profit or Loss (continued)
The Company also issued 2,086,957 shares to the Investor at the time of the funding of the initial investment
with a deemed issue price of $0.023 in satisfaction of a $48,000 fee payable to the Investor.
The Investment Agreement contains embedded derivatives. The group has made an accounting policy
choice to irrevocably designate the entire contract as a financial liability measured at fair value through profit
and loss. At each reporting date the group measures the fair value of the entire contract and recognises the
movement in fair value through profit and loss.
The fair value of the convertible note was deemed to be $49,750 at 30 June 2024.
Note 12 – Issued capital
2024
$
2023
$
Authorised Shares
726,134,002 (2023 – 440,502,123) fully paid ordinary shares
377,767,457
375,331,156
MOVEMENT IN ORDINARY SHARE CAPITAL:
NUMBER OF
SHARES
ISSUE PRICE
$ PER SHARE
$
30/06/2022 Balance at end of financial year
364,566,012
371,529,007
29/11/2022 Share Issue(1)
75,500,000
0.06
4,530,000
2/12/2022
Exercise of Options - listed(2)
19,445
0.07
1,361
2/02/2023
Share issue(3)
416,666
0.06
25,000
Share issue costs – options issued to corporate
advisor and lead manager
(415,752)
Share issue costs
(338,460)
30/06/2023 Balance at end of financial year
440,502,123
375,331,156
26/09/2023 Funds from set off of shares - Acuity capital (4)
0.050
150,000
26/09/2023 Share Issue(5)
3,000,000
-
31/10/2023 Share Issue(6)
2,086,957
0.023
48,000
31/10/2023 Share Issue(7)
1,900,000
-
14/12/2023 Exercise of Options - listed(8)
115,556
0.07
8,089
14/12/2023 Share Issue(9)
56,957,832
0.011
626,536
22/12/2023 Share Issue(10)
45,454,545
0.011
500,000
22/12/2023 Share Issue(11)
124,950,322
0.011
1,374,453
08/04/2024 Share Issue (12)
16,666,667
0.007
116,667
20/05/2024 Share Issue (13)
34,500,000
0.006
207,000
06/06/2024 Funds from set off of shares - Towards Net Zero (14)
0.005
9,500
14/06/2024 Funds from set off of shares - Acuity capital (15)
0.007
125,000
Share issue costs – unlisted options issued to
corporate advisor (Note 16)
(457,909)
Share issue costs
(271,035)
30/06/2024 Balance at end of financial year
726,134,002
377,767,457
60
Notes to the Financial Statements (continued)
Note 12 – Issued capital (continued)
(1)
75,500,000 shares issued on 29 November 2022 in respect of a private placement to sophisticated and institutional investors at
$0.060 per share.
(2)
19,455 shares issued on 2 December 2022 upon the exercise of 19,455 listed options at $0.070 each.
(3)
416,666 shares requiring shareholder approval, issued on 2 February 2023 in respect of a private placement to sophisticated
and institutional investors at $0.060 per share.
(4)
Utilisation of the Company’s At-the-Market Subscription Agreement with Acuity Capital to raise $150,000 (inclusive of costs) at
an issue price of $0.05 per share.
(5)
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) the shares for no cash
consideration (subject to shareholder approval). The ATM provided the Company with up to $5,000,000 of standby equity capital
until 31 July 2024.
(6)
2,086,957 shares issued to Towards Net Zero LLC in satisfaction of a $48,000 fee payable under the terms of the Investment
Agreement, entered into on 23 October 2023 (Note 11).
(7)
1,900,000 shares issued to Towards Net Zero LLC as an initial investment towards the ultimate number of shares to be issued
under the Investment Agreement, entered into on 23 October 2023 (Note 11).
(8)
115,556 shares issued on 14 December 2023 upon the exercise of 115,556 listed options ($0.07 each) raising $8,089.
(9)
56,957,832 shares issued on 14 December 2023 raising $626,536 pursuant to an underwritten, non-renounceable, pro rata
entitlement offer at an issue price of $0.011 per share.
(10) 45,454,545 shares issued on 22 December 2023 raising $500,000 pursuant to a private placement at an issue price of $0.011
per share.
(11) 124,950,322 shares issued on 22 December 2023 to the underwriter and sub-underwriters raising $1,374,454 in respect of the
underwritten, non-renounceable, pro rata entitlement offer at an issue price of $0.011 per share.
(12) 16,666,667 shares issued on 8 April 2024 to Towards Net Zero LLC in satisfaction of $100,000 of the second subscription
outstanding, at an Issue Price (defined in Note 11) of $0.006.
(13) 34,500,000 shares issued on 20 May 2024 to Towards Net Zero LLC in satisfaction of the remaining $172,500 of the second
subscription outstanding, at an Issue Price (defined in Note 11) of $0.005.
(14) Payment for 1,900,000 shares issued to Towards Net Zero at an issue price of $0.005 per share (Note 11).
(15) Utilisation of the Company’s At-the-Market Subscription Agreement with Acuity Capital to raise $125,000 (inclusive of costs) at
an issue price of $0.007 per share.
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 16 for the terms and conditions of shares issued relating to Loan Share Plan.
61
Notes to the Financial Statements (continued)
Note 13 – Reserves
2024
$
2023
$
Share based payment reserve
1,740,857
1,483,736
1,740,857
1,483,736
Reconciliation of Reserves
Carrying amount at beginning
1,483,736
720,170
Lapsed options1
(993,937)
-
Net share-based payments expense recognised
1,251,058
763,566
1,740,857
1,483,736
1 Relates to the lapse of unexercised options granted to Peak Asset Management as lead manager and corporate advisor to historic
capital raises.
Nature and purpose of reserves
Share based payment reserve
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. The share
based payment reserve also records the value of share options issued to Peak Asset Management, PAC
Partners and Cygnet Capital, as lead managers and/or corporate advisors. Refer to note 16 for further
details.
Note 14 - Earnings per share
2024
Cents per share
2023
Cents per share
Basic and diluted earnings/(loss) per share attributable to the equity
holders of the Company:
From continuing operations
(0.76)
(0.29)
(0.76)
(0.29)
The following reflects the income and share data used in the calculations of
basic and diluted earnings per share:
2024
$
2023
$
Net profit/(loss) attributable to equity shareholders:
From continuing operations
(5,087,876)
(1,165,960)
(5,087,876)
(1,165,960)
2024
Shares
2023
Shares
Weighted average number of ordinary shares used in calculation of basic
and diluted earnings per share
670,846,431
408,805,106
As the Group has generated a loss, potential ordinary shares have been deemed to be anti-dilutive.
62
Notes to the Financial Statements (continued)
Note 15 – Remuneration of Auditors
2024
$
2023
$
Auditors of the Group – Ernst & Young
Audit and review of the financial statements
103,000
-
Total services provided by Ernst & Young
103,000
-
Amounts received or due and receivable by previous Auditors of the Group -
BDO
Audit and review of the financial statements
156,553
144,825
Total services provided by BDO
156,553
144,825
During the year $nil (2023: $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 16 – Share based payments
Loan Share Plan Shares
For the year ended 30 June 2024, an amount of $793,150 has been recognised as a share-based payment
expense in the profit or loss (2023: 347,814) for shares issued to executives of the Company during the year
ended 30 June 2022 pursuant to the Loan Share Plan approved by shareholders at and Extra Ordinary
General meeting on 1 February 2022.
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.
The Plan Shares will only vest if the executive has been in continuous employment and the achievement of
certain share price targets before the loan maturity date of 1 February 2032, for ReNu Energy’s shares
(Target Price) as follows:
Share Target Price*
Number of Plan Shares
$0.15
15,000,000
$0.25
15,000,000
$0.35
15,000,000
Total Plan Shares
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.
63
Notes to the Financial Statements (continued)
Note 16 – Share based payments (continued)
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.
Plan Shares
2024
Grant date
Exercise
price
Expiry
date
Balance at
the start of
the year
Number
Granted
during the
year
Number
Forfeited
during the
year
Number
Balance at
the end of
the year1
Number
01/02/2022
$0.090
01/02/2032
45,000,000
-
-
45,000,000
Weighted average fair value
$0.071
-
-
$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 7.59 years (2023: nil).
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 and at an exercise price
of $0.09 per share. As a result, the grant of shares under the Loan Share Plan has been valued at grant
date using an option pricing model and the fair value recognised in profit or loss over the expected vesting
periods of between six and eight and half years. Effective 1 May 2024, Tony Louka and Tim Scholefield
ceased as Directors. The Board resolved that Mr Louka and Mr Scholefield were each be considered a
'Good Leaver' for the purpose of Rule 11.1 of the Loan Share Plan with the effect that they retained all their
unvested Plan Shares following their resignation on the same terms and conditions as they held the Plan
Shares prior to their resignation. The balance of the fair value of the shares held by these parties was fully
expensed during the period.
Options
MOVEMENT IN OPTIONS:
Average exercise
price per option
Number of options
Balance at the beginning of the period
$0.07
124,236,941
Exercised during the Period
$0.07
(115,556)
Lapsed during the period
$0.07
(124,121,385)
Granted during the period
$0.0165
50,000,000
Balance at the end of the period
$0.0165
50,000,000
Lapse of Listed Options
25,000,000 listed options previously granted to Peak Asset Management for acting as corporate adviser and
lead manager to various placements lapsed, on 31 December 2023.
An amount of $993,937 relating to the previously recognised cost of raising capital, has been transferred out
of the share-based payment reserve for the year ended 30 June 2024.
A further 99,121,385 listed options previously granted between August 2021 and February 2023 to
shareholders during historical capital raises lapsed on 31 December 2023.
64
Notes to the Financial Statements (continued)
Note 16 – Share based payments (continued)
Unlisted Options – Granted during the period
25,000,000 unlisted options were granted in December and issued on 15 January 2024 to PAC Partners
Securities Pty Limited and a further 25,000,000 unlisted options were granted in December and issued on
23 January 2024 Cygnet Capital Pty Ltd for acting as lead manager and underwriter and sub-underwriter
respectively to the December 2023 underwritten, non-renounceable, pro rata entitlement offer at an issue
price of $0.011 per share.
The 50,000,000 unlisted options granted to PAC Partners Securities Pty Limited and Cygnet Capital Pty Ltd
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 3 years. There is no cash settlement of
the options. The fair value of options granted during the six months ended 31 December 2023 of $0.0092
per option was estimated on the date of grant using the following assumptions:
Exercise Price ($) 0.0165
Dividend yield (%) 0
Expected volatility (%) 97.1
Risk-free interest rate (%) 3.66
Expected life of share options (years) 3.1
Share price ($) 0.015
An amount of $457,909 has been included in the statement of changes in equity for the year ended 30 June
2024 under ‘Share Capital’ (being a cost of raising capital) relating to the fair value of the options granted to
PAC Partners and Cygnet Capital.
Share options outstanding at the end of the year have the following expiry dates and exercise prices:
Grant date
Expiry Date
Exercise Price
Share options 30
June 2024
Share Options 30
June 2023
30 August 2021
31 December 2023
$0.07
-
20,756,872
10 December 2021
31 December 2023
$0.07
-
6,600,000
1 February 2022
31 December 2023
$0.07
-
5,000,000
18 February 2022
31 December 2023
$0.07
-
3,463,403
29 November 2022
31 December 2023
$0.07
-
12,583,348
1 February 2023
31 December 2023
$0.07
-
75,833,318
18 December 2023
15 January 2027
$0.0165
25,000,000
-
18 December 2023
23 January 2027
$0.0165
25,000,000
-
Total
50,000,000
124,236,941
Weighted average remaining contractual life of options outstanding
and exercisable at end of period
2.56 years
0.5 years
65
Notes to the Financial Statements (continued)
Note 17 – Key Management Personnel
Compensation of Key Management Personnel
2024
$
2023
$
Short-term employee benefits
1,321,389
936,418*
Post-employment benefits
74,774
78,956
Long-term benefits
10,625
6,161*
Share based payment expense
793,150
347,814
2,199,938
1,369,349*
*restated from 30 June 2023
Further information on remuneration of KMP is shown in the Remuneration Report contained within the
Directors’ Report.
Note 18 – Related party disclosures
Related party transactions with Directors
The Group engaged Pacific Energy Partners Pty Ltd and White Lotus Solutions Pty Ltd (trading as New
Energy Capital) to provide consulting services.
Tim Scholefield is a Director and Principal of Pacific Energy Partners Pty Ltd. For the period ending 1 May
2024, Consulting fees of $302,350 were paid to Pacific Energy Partners (2023 consulting and Non-Executive
Director fees: $112,089). The material terms of the engagement of Pacific Energy Partners are disclosed in
section 4 of the Remuneration Report.
The key resource from White Lotus Solutions Pty Ltd is Boyd White. Consulting and Executive Director fees
of $289,813 were paid during the year (2023: $47,125). The material terms of the engagement of White
Lotus Solutions are disclosed in section 4 of the Remuneration Report.
Geoffrey Drucker’s spouse, Ms Ingeborg Drucker, is employed as Group Communications Director of ReNu
Energy Limited. Gross wages and salaries (including superannuation) of $213,328 were paid to Ms Drucker
during the year (2023: $215,475).
The above transactions are included in the following:
2024
2023
$
$
Personnel expenses
297,891
283,845
External Advisory
64,350
1,375
Hydrogen Project Advisory and Consultancy fees
443,250
89,375
Facility, IT and communications
-
94
Amounts included in Trade and other payables:
-
43,845
Amounts included in Accrued and other liabilities
56,500
-
66
Notes to the Financial Statements (continued)
Note 19 - Notes to the Statement of Cash Flows
2024
$
2023
$
A. Reconciliation of cash
Cash balance comprises:
Cash at bank
245,213 1,308,085
Total cash
245,213 1,308,085
B. Reconciliation of the operating loss after tax with the net cash flows used in
operations
Loss after income tax
(5,087,876)
(1,165,960)
Depreciation and amortisation
537,247
535,887
Interest on lease liabilities
3,708
-
Share based payments expense
793,150
347,814
Equity Accounted Share of Loss
4,941
78,141
Write down of geothermal assets / PPE
-
1,339
Income tax expense/(benefit)
(54,901)
(159,301)
Net fair value (gains)/losses on investments at fair value through profit or
loss
(9,365)
(2,943,752)
Items treated as cash flows from financing activities:
Repayment of Borrowings
64,600
-
Interest on Borrowings
2,907
-
TNZ transaction fees
274,457
-
Changes in Operating Assets & Liabilities
(Increase)/decrease in receivables and prepayments
(348,204)
39,138
Increase/(decrease) in other creditors and accruals
299,985
35,577
Increase / (decrease) in provisions
187,673
(24,168)
Net Cash Flow used in Operating Activities
(3,331,678)
(3,255,285)
Note 20 – 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: $150,000 (2023: $150,000).
As noted in note 5, these amounts are secured over cash deposits.
Note 21 – Subsequent events
Subsequent to year end, the Group: (i) received a further institutional investment of $250,000 from Towards
Net Zero, LLC (TNZ) as a prepayment for $272,500 worth of shares; (ii) received a $185,000 advance from
RH Capital Finance Co (the advance will be repaid from the proceeds of Company’s 2024 financial year
R&D tax incentive rebate); and (iii) announced on 29 August 2024 a trading halt on the ASX pending the
release of an ASX announcement regarding a proposed capital raise.
67
Notes to the Financial Statements (continued)
Note 21 – Subsequent events (continued)
No other matter or circumstance has arisen since 30 June 2024 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, borrowings and investments
in equity shares at fair value through profit or loss. 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,
liquidity risk and market risk (price 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.
Liquidity risk
The Group’s objective is to maintain adequate capital to finance its activities and near-term growth
opportunities while maintaining sufficient funds to meet its obligations. The Group currently does not have
any plans to introduce debt financing to fund its growth plans. The Group’s financial liabilities and their
contractual maturities are:
Contractual maturities of financial liabilities
2024
Less than
6 months
$
Between 6
months & 1
year
$
Between 1
year & 2
years
$
Between 2
years & 5
years
$
Total
contractual
cash flows
$
Total
carrying
value
$
Trade payables
169,135
-
-
-
169,135
Lease liabilities
35,533
10,663
8,144
908
55,248
Other Borrowings
96,900
-
-
-
96,900
Total financial liabilities
301,568
10,663
8,144
908
-
321,283
68
Notes to the Financial Statements (continued)
Note 22 – Financial risk management (continued)
2023
Less than
6 months
$
Between 6
months & 1
year
$
Between 1
year & 2
years
$
Between 2
years & 5
years
$
Total
contractual
cash flows
$
Total
carrying
value
$
Trade payables
105,683
-
-
-
105,683
Lease liabilities
24,591
9,993 20,985
9,053
64,622
Total financial liabilities
130,274
9,993 20,985
9,053
170,305
(B) Market risk
Currency risk
The Group does not have any material exposure to foreign currency risk (2023: nil).
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
$2,450 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.
Equity Price Risk
The Group’s unlisted equity investments are susceptible to equity price risk arising from uncertainty about
future values of the investment securities. The Group manages the equity price risk through diversification.
At the reporting date, the exposure to non-listed equity investments at fair value was $6,015,035. Sensitivity
analyses of these investments have been provided in note 24.
69
Notes to the Financial Statements (continued)
Note 23 – Information relating to ReNu Energy Limited (The Parent)
2024
$
2023
$
Current Assets
973,937
1,474,543
Total Assets
17,292,397
18,005,691
Current Liabilities
(1,021,227)
(379,314)
Total Liabilities
(1,418,063)
(806,827)
Contributed Equity
377,767,457
375,331,156
Accumulated Losses
(363,633,980)
(359,616,028)
Share Based Payment Reserve
1,740,857
1,483,736
15,874,334
17,198,864
Profit or (loss) of the Parent Entity
(5,011,887)
(1,093,700)
Total comprehensive income (loss) of the Parent Entity
(5,011,887)
(1,093,700)
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 2024
Level 1
$
Level 2
$
Level 3
$
Total
$
Assets
Investments at fair value through profit or loss
-
-
6,015,035
6,015,035
Total assets
-
-
6,015,035
6,015,035
Liabilities
Financial liabilities at fair value through profit or loss
-
-
49,750
49,750
Total liabilities
-
-
49,750
49,750
There were no transfers between levels during the financial 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.
70
Notes to the Financial Statements (continued)
Note 24 – Fair Value Measurement (continued)
Level 3 assets and liabilities
Movements in level 3 assets and liabilities during the current financial year are set out below:
Assets
Consolidated – 30 June 2024
Ordinary shares at fair value
through profit or loss
$
Total
$
Balance at 30 June 2022
1,300,000
1,300,000
Additions
1,095,000
1,095,000
Net fair value gains/(losses) on investments at fair value
through profit or loss
2,943,752
2,943,752
Balance at 30 June 2023
5,338,752
5,338,752
Additions – reclassification on loss of significant influence
from investments accounted for using the equity method
(note 8)
666,918
666,918
Fair value adjustment on loss of significant influence
from investments accounted for using the equity method
83,082
83,082
Fair value adjustment recognised in profit or loss
(73,717)
(73,717)
Balance at 30 June 2024
6,015,035
6,015,035
The level 3 assets and liabilities unobservable inputs and sensitivity are as follows:
Unobservable Inputs
Sensitivity
Share Price
10% change in share price of each investee company would
increase/decrease fair value by $601k
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.
71
Notes to the Financial Statements (continued)
Note 25 - Segment Information (continued)
The following table represents the Group’s segment information for the year ended 30 June 2024:
Year Ended 30 June 2024
Hydrogen
Renewable &
Clean Energy
Investments
Corporate*
Total
$
$
$
$
Revenue and income
- Other income
739,670
9,365
(13,249)
735,786
- Interest income
-
-
13,604
13,604
Expenses
(2,064,896)
(51,138)
(3,227,330)
(5,343,364)
EBITDA
(1,325,226)
(41,773)
(3,226,975)
(4,593,974)
Share of loss from associate
-
(4,941)
-
(4,941)
Income tax (expense)/benefit
54,901
-
-
54,901
Depreciation
(20,131)
-
(62,503)
(82,634)
Amortisation
(454,613)
-
-
(454,613)
Interest expense
(2,307)
-
(4,309)
(6,615)
Profit /(Loss) after tax
(1,747,375)
(46,714)
(3,293,787)
(5,087,876)
Assets
Segment assets
10,374,854
6,015,035
-
16,389,889
Unallocated assets
-
-
582,925
582,925
Total Assets
10,374,854
6,015,035
582,925
16,972,814
* Related to corporate overheads which cannot be attributable to each individual segment.
Year Ended 30 June 2023
Hydrogen
Renewable &
Clean Energy
Investments
Corporate*
Total
$
$
$
$
Revenue and income
- Other income
-
2,943,752
29,483
2,973,235
- Interest income
-
-
47,155
47,155
Expenses
(1,500,736)
(25,777)
(2,201,551)
(3,728,064)
EBITDA
(1,500,736)
2,917,975
(2,124,913)
(707,674)
Share of loss from associate
-
(78,141)
-
(78,141)
Income tax (expense)/benefit
159,301
-
-
159,301
Depreciation
(13,302)
-
(69,216)
(82,518)
Amortisation
(453,370)
-
-
(453,370)
Interest expense
(2,126)
-
(1,432)
(3,558)
Profit /(Loss) after tax
(1,810,233)
2,839,834
(2,195,561)
(1,165,960)
Assets
Segment assets
10,421,260
5,760,611
-
16,181,871
Unallocated assets
-
-
1,718,326
1,718,326
Total Assets
10,421,260
5,760,611
1,718,326
17,900,197
* Related to corporate overheads which cannot be attributable to each individual segment.
72
: Consolidated entity disclosure statement
Entity Name
Entity type
Body corporate
country of
Incorporation
Body corporate
% of share
capital held
Country of
Tax
Residency
ReNu Energy Limited
Body Corporate
Australia
0%
Australia
Countrywide Hydrogen Pty Ltd
Body Corporate
Australia
100%
Australia
Countrywide Renewable Energy Pty Ltd
Body Corporate
Australia
100%
Australia
RE Holding Company Four Pty Ltd
Body Corporate
Australia
100%
Australia
ReNu SP Three Pty Ltd
Body Corporate
Australia
100%
Australia
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 consolidated financial statements, comprising the consolidated statement of profit or loss and other
comprehensive income, consolidated statement of financial position, consolidated statement of changes in
equity, consolidated statement of cash flows and accompanying notes are in accordance with the
Corporations Act 2001, including:
(a)
giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its performance
for the period ended on that date; and
(b)
complying with Australian Accounting Standards (including the Australian Accounting
Interpretations) and Corporations Regulations 2001;
(c)
the financial statements and notes also comply with International Financial Reporting Standards as
disclosed in note 2; and
(d)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
The consolidated entity disclosure statement required by section 295(3A) of the Corporations Act is true and
correct.
2.
The directors have been given the declarations by the chief executive officer and chief financial officer
required by section 295A of the Corporations Act 2001. for the financial year ended 30 June 2024.
On behalf of the Board.
Boyd White
Chairman
Brisbane
30 August 2024
the consolidated entity disclosure
statement
74
75
76
77
78
79
80
: 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 2024
and were fully compliant with the Australian Securities
Exchange Corporate Governance Council’s Corporate
Governance Principles and Recommendations (4th
Edition) except for the following:
Recommendation 1.5 - Companies should 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 targets as these could be inappropriately
skewed by the small sample size; and
•
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 2.1 and 8.1 – The Board of a listed
entity should have a remuneration 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
this
recommendation throughout the year ended 30 June
2024 as its Remuneration and Nomination Committee
had two members at times during the year with one of
whom was an executive director. The Company
considers that given the size and composition of the
Board, the current members of the committee are
sufficient to exercise independent judgement in order to
satisfy its responsibilities.
Recommendation 2.4 – A majority of the Board should
be independent. The Company did not satisfy this
condition throughout the year ended 30 June 2024, as
a majority of its directors were not independent at times
during the year. However, the Company believes that it
is currently structured to act in the best interest of the
shareholders and its composition is appropriate at the
current time.
Recommendation 2.5 – The Chair of the board of a
listed entity should be an independent director and, in
particular, should not be the same person as the CEO
of the entity. The Chairman acted in an interim executive
role throughout the year ended 30 June 2024. The
Company believes the appointment of Mr Boyd White to
an interim executive role is appropriate as Mr White is
able to bring, and does bring, quality independent
judgment and project delivery expertise to work with the
Chief Executive Officer and Executive Director to take
the Company’s Tasmanian green hydrogen projects to
final investment decision.
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 this
recommendation throughout the year ended 30 June
2024 as its Risk and Audit Committee included
executive directors, with non-independent directors not
comprising a majority at times during the year. The
Company considers that given the size and composition
of the Board, the current members and composition of
the committee are sufficient to exercise independent
judgement in relation to the Company's corporate
reporting processes 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/.
81
Distribution of Fully Paid Ordinary Shares
Analysis of number of equity holders by size and holding as at 20 September 2024.
Range
Securities
% of issued capital
No. of holders
% of holders
100,001 and Over
739,162,908
91.92
733
20.09
50,001 to 100,000
31,201,947
3.88
404
11.07
10,001 to 50,000
29,653,061
3.69
1,233
33.80
5,001 to 10,000
3,117,250
0.39
367
10.06
1,001 to 5,000
810,728
0.10
305
8.36
1 to 1,000
188,108
0.02
606
16.61
Total
804,134,002
100
3,648
100
Twenty Largest Holders
Rank
Name
Shares Held
% of issued capital
1
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
51,199,868
6.37
2
GEOFFREY CHARLES DRUCKER
43,627,291
5.43
3
INGEBORG URSULA DRUCKER
35,627,291
4.43
4
STEPHEN MARK NOSSAL
29,205,696
3.63
5
MR WILLIAM MACLEAY SULLIVAN & MRS ALISON ROSEMARY SULLIVAN
19,000,000
2.36
6
GE-STAR PTY LTD
14,065,041
1.75
7
NORTH WESTERN SURVEYS PTY LTD
13,620,091
1.69
8
MR ANTHONY JAMES COTTER & MRS DEBORAH JOANNE COTTER
13,086,978
1.63
9
DECK CHAIR HOLDINGS PTY LTD
11,304,492
1.41
10
MR YAN ZHANG
10,000,000
1.24
11
MR PAUL JOSEPH HODGSON & MRS PATRICIA ANNE HODGSON
10,000,000
1.24
12
MISS LING DING
9,710,000
1.21
12
WHITE LOTUS SOLUTIONS PTY LTD
9,000,000
1.12
13
WHITE SWAN NOMINEES PTY LTD
9,000,000
1.12
14
KEA HOLDINGS PTY LTD
8,781,404
1.09
15
SUSAN OLIVER & CO PTY LTD
8,000,000
0.99
16
CITICORP NOMINEES PTY LIMITED
7,219,694
0.90
17
LOUKA MANAGEMENT PTY LTD
7,200,000
0.90
18
SEALION SUPERANNUATION FUND PTY LTD
7,000,000
0.87
19
OLIVINE NOMINEES PTY LTD
7,000,000
0.87
20
LONGHEAD RESEARCH AUSTRALIA PTY LTD
6,708,821
0.83
Total
330,356,667
41.08
Substantial Shareholders
The names of substantial shareholders who have notified the Company in accordance with 671B of the
Corporations Act 2001 are:
Rank
Name
Shares held
% of issued capital
1
GEOFFREY CHARLES DRUCKER
43,627,291
5.43
82
Voting Rights
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
Shareholders
with
queries
about
their
shareholdings should contact the Company’s
Share Registry as follows:
Link Market Services
Locked Bag A14
Sydney South NSW 1235
Telephone Australia: 1300 554 474
Telephone International: +61 1300 554 474
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
through
their
web
portal
at
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).
Annual Report
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
register
their
communication preferences at the share registry’s
web portal at www.linkmarketservices.com.au
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.
Register for Email Alerts
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
link
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:
•
Annual and half-year Reports
•
Securities Exchange Announcements
•
ReNu Energy Share Price Information
•
General Shareholder Information
83
: Company Directory
BOARD OF DIRECTORS
Mr Boyd White (from 20 December 2019)
(Executive Chairman)
Mr Gregory Watson (from 2 September 2024)
(Managing Director)
Ms Susan Oliver (from 8 February 2022)
(Non-executive Director)
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
Ernst & Young
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