Annual Report to Shareholders

Chairman's letter 2

Managing Director's report 3

Corporate directory 8

Directors' report 9

Auditor's independence declaration 37

Consolidated statement of profit or loss and other comprehensive income 38

Consolidated statement of financial position 39

Consolidated statement of changes in equity 40

Consolidated statement of cash flows 41

Notes to the consolidated financial statements 42

Consolidated entity disclosure statement 85

Directors' declaration 86

Independent auditor's report to the members of Janus Electric Holdings Limited 87

Shareholder information 91

Dear Shareholders,

On behalf of the board, I would like to welcome you to the inaugural year of Janus Electric Holdings Limited ('Janus') as a listed public entity. We also take the opportunity to thank shareholders of Renu Energy Limited for your continued interest.

It is the conviction of the board, management and key shareholders that Australia deserves to be a country where innovation can be nurtured on home soil, and a world class technology such as Janus can be embraced by the public. Invariably, on the path to innovation and commercialisation, there are bound to be challenges, delays and difficulties along the way. Janus is no different. With the deepest desire and ambition to creating an enduring and sustainable technology, over $17 million of capital had been invested prior to becoming a listed entity through the transaction with Renu Energy Limited.

Through those years of development and investment, our business has the potential to immediately transform the heavy transport industry in Australia and beyond. Following re-listing, the team have spent much time in ensuring that the organisation and operations are structured for long-term success and mass production.

We have orders to fulfil, trucks to convert and deliver, and we will continue to be singularly focused on business fundamentals and priorities.

Thank you for your continued support, and my thanks extend to the team that are pioneering innovation from Australia.

We look forward to executing and delivering the true potential of the Company in FY26 and beyond, and I look forward to meeting shareholders at the upcoming Annual General Meeting.

Yours sincerely,

Dennis Lin

Dear Shareholders,

This is our first annual report as Janus Electric Holdings Ltd ('Janus') following our successful equity raising and ASX re-listing on 13 May 2025, which raised A$8.8 million.

COMPANY OVERVIEW AND MARKET POSITION

Janus operates at the forefront of Australia's commercial vehicle electrification revolution, specialising in converting diesel trucks to electric powertrains using innovative swappable battery technology. The Company has established itself as a pioneer in the heavy transport electrification sector, addressing the critical need for zero-emission freight solutions in an industry under increasing pressure to decarbonise.

The Company's unique value proposition centres on its patented swappable battery system, which addresses the primary barriers to electric truck adoption: range anxiety, charging time, and infrastructure limitations. Unlike fixed battery electric vehicles that require lengthy charging periods, the Janus solution enables battery swaps in less than 5 minutes, maintaining operational efficiency comparable to diesel refuelling while delivering zero-emission performance.

There is no doubt, FY25 had multiple challenges, opportunities, and adjustments that included managing the CY2024 battery re-call, installation of a new board, moving premises alongside the reverse take-over (RTO) of ReNu and the ASX listing process. We have focused intensively on strengthening our operational foundation to ensure Janus can deliver on its mission of transforming Australia's heavy transport sector through innovative electric truck conversion technology and providing Battery and Energy as a service.

The first months as a newly listed entity have been characterised by significant organisational development, operational improvements, and strategic positioning initiatives designed to build a sustainable business that effectively serves our expanded stakeholder base.

The transition to an ASX-listed company has challenged the process, procedures and cultural collaboration and accountability. While the governance requirements and regulatory compliance demand of public company status have required substantial management attention and resources, this framework is establishing the operational discipline and transparency that will serve us well as we scale our operations.

Key market drivers supporting Janus's business model include rising operational costs, increasingly stringent emissions regulations, corporate sustainability targets, and growing awareness of total cost of ownership and economic advantages for electric vehicles. Adding to that are acknowledgments that battery swapping technology will be a key determining solution behind electrification for heavy vehicle fleets. The economic rationale, the battery recycling, converting existing fleets, and reducing maintenance costs, are all factors lowering total operating costs and contributing materially to decarbonisation of a significant Australian industry. Fleet operators are recognising that electric trucks can deliver lower operating costs per kilometre while meeting environmental compliance requirements and enhancing social licence. We at Janus need to validate its position and technology to win the rationale debate on electrification.

The results contained within are a combination of two companies (ReNu and Janus) and therefore should be analysed taking into account the go forward business operations of Janus Electric Holdings Limited which is investing in its commercialisation and scale up story.

We have a dedicated staff that are believers in the electrification of the heavy transport sector, and that has been uplifting to see and feel that passion and desire to make Janus an innovation headline and success story. We also thank our investors for their ongoing patience and support as we move from a start-up to a commercialisation and scalable innovation company.

PERFORMANCE HIGHLIGHTS

The highlights to call out since the listing include:

• In early July 2025, signed a strategic Battery Supplier Agreement with Electrovaya (ELVA), delivering an investible battery asset, extending our warranty to 6years or 8,000 cycles, advancing the duration of battery energy, and with a supplier that can help with effective servicing, and provides an asset that can last up to 20 years or 16,000 cycles.

  
  
  Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Managing Director's report 30 June 2025

• Increasing the number of heavy cycle electric trucks on the road: this number at the time of re-listing was around 8; this has now been moved to 10. Recent additions include Newcold, two fully operational prime movers, having previously awaited an upgrade.

• Received another 2-truck order from Cement Australia. We expect to have 9 Cement Australia Trucks in Operation by the end of November.

• Held trials with multiple potential fleet partners and their related customers. Examples such as Inghams and Ikea have run trials.

• Developed a sophisticated marketing tool, the Janus Calculator. This enables us to expedite customer validation conversations by presenting their current fleet data alongside an electrified option, allowing them to compare the two.

• Signed 3 key Authorised Dealership agreements with ECPA in Western Australia, Archer Heavy Equipment in South Australia, and EVC in Los Angeles, who will be performing the conversion for the first Janus Battery Electric truck in the USA.

• Involved in multiple tenders that are in response to Government construction awards that have stipulated the need for the response to include a zero-emissions heavy transport option.

• Took delivery of our first Flexible Janus Conversion Module - we now have 3 erected and will be installed by the end Q2FY25.

  RECENT SUCCESS AND SUBSEQUENT EVENTS

  Among the changes we've been making since listing, we have made the decision to close the former ReNu Brisbane office. This has enabled Janus to consolidate its operations, and people to its new facility based in Fountaindale on the NSW Central Coast.

  Our shareholders will have seen we have made exciting announcements post 30 June 2025 that can transform Janus in the coming 12-18 months, including:

• Signing of an MOU with EVUNI (https://www.januselectric.com.au/investors/asx-announcements) that, upon final agreements, will deliver an investment of $5.0m to Janus, and open a large market opportunity with EVUNI's reach and access across sub-Sahara Africa.

• Ability Tri-modal in California U.S.A has agreed to order two class 8 prime movers that has an aggregate value of approximately USD1.25m for Janus and importantly marks our entry into the U.S drayage sector through strong partners that will collaborate on the build and deliver components.

• On the 26 September 2025, Janus executed a long form agreement with EVUNI. This agreement is to allow EVUNI to be the distributor of the Janus Battery and Energy as a Service in sub-Sahra Africa. This is in addition to EVUNI investing

  $5.0m across two tranches. This agreement has the potential to transform the Janus business; it's model and secure its long-term future.

  Janus continues to strive to deliver the following:

• Delivering 2 customer trucks per month;

• Ambition to have booking slots allocated 2-3 quarters ahead;

• Consistently have more than 15 and building to 20 high-cycle trucks on the road by end-FY26 in Australia;

• Stabilising and firming up our core supply chain;

• Connect and deliver into new countries, secure supply chain requirements, and create value through accretive partnerships or license agreements;

• Complete the review of legacy challenges and focus on the future; and

• Secure funding certainty and revenue creation to support growth.

  BUSINESS AND OPERATIONAL FOCUS

  As Janus moves to establish a more consistent operating rhythm, we have begun to better define the business and its distinct operating segments within the Janus business model.

  The Board focuses its attention on accurate allocation of capital to align with growth. The primary focus areas include:

• Conversion of Diesel-to-electric prime movers, and conversion kit assembly;

• Manufacturing and assembly of Janus Charge and Change Stations;

• Battery and Energy as a service including leasing or sales of JCCS, JCM and JBS;

• Management, updates, and operation of the Janus Software and Ecosystem platform; and

• Janus Service offering to ensure our customers can consistently have trucks on the road.

  
  
  Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Managing Director's report 30 June 2025

  The conversion (kit form in particular) operations represent our core value proposition, transforming customer diesel trucks into high-performance electric vehicles through our proprietary technology platform. Our assembly and manufacturing capabilities provide the foundation for scalable production, where we are improving the speed, efficiency and cost of having conversion Kits made available for our growing dealership and partnership approach. Our service offerings foster ongoing customer relationships and recurring revenue opportunities, while also providing valuable insights for making improvements.

  OPERATIONAL INTEGRATION AND SYSTEMS ENHANCEMENT

  Significant progress has been achieved in connecting our business operations through improved systems integration and process optimisation. The assembly, procurement, and production functions are being more closely aligned to enhance efficiency and reduce operational friction. This integration is crucial for achieving our target delivery rates and maintaining high-quality standards as we scale our operations.

  The introduction of a new HR system represents a strategic investment in operational capability, which will provide enhanced cost allocation mechanisms, production tracking, and work-in-progress accounting. This is an important upgrade that will improve our ability to accurately measure performance, allocate resources effectively, and maintain financial control as operations expand. Management buy-in and adoption of these enhanced systems is progressing well across the organisation.

  By way of example, our software ecosystem or customer interface requires additional expenditure to modernise its look, reporting, and the way customers engage with it, i.e., currently, there is no mobile version.

  PRODUCT RELIABILITY AND CUSTOMER SUCCESS

  Truck reliability remains our highest operational priority, as it directly impacts both customer satisfaction and our usage-based revenue model. We have encountered challenges in delivering consistently reliable electric trucks, which have provided valuable learning opportunities and driven continuous improvement in our conversion processes and component selection.

  The evolving electric vehicle supply chain is working in our favour, with improved component availability and enhanced materials that are more fit-for-purpose than those of earlier generations. This market maturation enables us to deliver more reliable conversions while reducing technical risk, resulting in improved customer confidence in our solutions. These introductions take time and research and development.

  Janus continues to innovate and improve its productivity; however, this has caused Janus to miss its 2 per month conversion target early in the new financial year. Janus is working to ensure this is back on track.

  SUPPLY CHAIN AND PROCUREMENT EXCELLENCE

  Our procurement team has made substantial progress on multiple fronts, establishing more favourable supplier relationships and improving our working capital management. The transition from cash-on-delivery terms to credit arrangements with key suppliers represents both improved financial flexibility and stronger partnership relationships that support consistent production flow.

  These supplier partnerships are becoming increasingly strategic, with collaborative approaches to delivery scheduling, quality management, and cost optimisation. This evolution from transactional to partnership-based supplier relationships is essential for scaling our operations efficiently and maintaining competitive cost structures.

  MARKET PENETRATION AND CUSTOMER ENGAGEMENT

  The introduction of the Janus Calculator represents a significant advancement in our customer engagement capabilities. This tool enables fleet operators to input their specific operational data and receive a detailed economic analysis comparing the benefits of electric conversion against continued diesel operations. The calculator provides comprehensive comparisons, including fuel costs versus energy costs, maintenance requirements, and total cost of ownership analysis.

  This analytical capability is building customer confidence in the retrofit approach and providing quantitative justification for conversion decisions. The tool enhances the effectiveness of our sales process, supporting more informed customer decision-making and ultimately leading to higher conversion rates and stronger customer relationships. Our soft order book is constantly evolving and nearing completion of negotiations across multiple potential new orders.

  
  
  Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Managing Director's report 30 June 2025

  STRATEGIC PARTNERSHIP DEVELOPMENT

  We have successfully established dealership agreements with strategic partners who share our vision for industry transformation and are committed to promoting the adoption of electric trucks. These partners bring established customer relationships, technical capabilities, and market credibility that accelerate our market penetration efforts. These include ECPA in Western Australia and Archer Heavy Equipment in South Australia, as well as EVC in Los Angeles, California, which will perform the conversion for the first Janus Battery Electric truck in the USA that as announced will be for Ability Tri-modal. There is much work to be done to assist them in validating, penetrating their home markets, and ensuring consistency in product and quality delivery.

  Our dealer partners are genuine believers in the electric truck conversion opportunity and are motivated to help transform the industry while advancing their own business objectives through innovation leadership. These partnerships provide expanded market reach, enhanced customer service capabilities, and shared investment in market development activities.

  OPERATIONAL EFFICIENCY AND CONVERSION KIT DEVELOPMENT

  Significant improvements have been achieved in conversion kit preparation processes, reducing preparation time and enabling our approved dealership network to create operational momentum more effectively. These efficiency gains support our target delivery rates while maintaining quality standards and reducing per-unit costs.

  The streamlined conversion kit approach enables more consistent installations, reduces training requirements for dealer partners, and improves overall customer experience through faster and more reliable conversion processes.

  One of the key improvements has been the reduction of multiple parts into one:

• Flexible JCM;

• Cabin Heater Upgrade; and

• New PDU enhancements.

  FINANCIAL MANAGEMENT AND COST CONTROL

  Our financial management focus has included detailed analysis of cash burn patterns, with particular attention to wage bill optimisation and operational cost control. This analysis informs resource allocation decisions and supports more precise financial planning as we scale our operations.

  We continue to address legacy costs related to ReNu, which employed several consultants and incurred costs associated with a drawn-out and costly RTO process. While these costs were disruptive and exceeded initial projections, they represent one-time expenses associated with our transition to public company status. The completion of these processes positions us for more predictable operational cost structures going forward.

  STRATEGIC OUTLOOK AND PRIORITIES

  Looking ahead, our operational priorities centre on executing our strategic framework while maintaining the organisational discipline and financial control required for sustainable growth. The foundation we have built through improved systems, stronger supplier relationships, enhanced customer engagement tools, and strategic partnerships positions us well for achieving our ambitious growth targets.

  The challenges we have navigated during this transition period have strengthened our operational capabilities and management systems. We are now better positioned to deliver consistent results, serve our expanded stakeholder base effectively, and capitalise on the significant market opportunity for electric truck conversions in Australia.

  Our focus remains on building a sustainable and profitable business that delivers exceptional value to customers, generates attractive returns for shareholders, and makes meaningful contributions to Australia's decarbonization objectives. We look forward to a more productive FY2026, focusing on innovation and delivery, as opposed to the revisions we have had to deal with in the past.

  
  
  Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Managing Director's report 30 June 2025

  CURRENT POSITION

  The current financial position reflects the characteristics of a growth-stage company in the electric vehicle sector, with revenue generation from completed conversions and a pipeline of committed projects providing near-term cash flow visibility. These include:

• 21 customer trucks have been successfully converted end of August 2025;

• Targeting growth to 43 total trucks by June 2026;

• Healthy pipeline (non-contracted and contracted) of build slots currently booked;

• 10 operating customer trucks on a high frequency basis end of August 2025;

• Pipeline of 111 yet to book a build slot; and

• Targeting delivery of conversion kits and infrastructure to the U.S market by end of December 2025.

INDUSTRY CONTEXT

The Australian commercial transport sector faces a range of choices today, including the opportunity to electrify, driven by regulatory requirements, corporate sustainability commitments, and economic incentives. The federal government's commitment to net-zero emissions by 2050, combined with state-level initiatives and corporate environmental, social, and governance mandates, creates a compelling market environment for electric truck solutions.

The total addressable market for truck electrification in Australia encompasses thousands of heavy vehicles currently operating on diesel, representing a multi-billion-dollar conversion opportunity.

Directors Dennis Lin (Chairman)

Ian Campbell (Managing Director) Kristy Carr (Non-executive Director) Tony Fay (Non-executive Director)

Company secretary Andrew Palfreyman

Registered office and principal 5 Catamaran Road place of business Fountaindale NSW 2258

Auditor Grant Thornton Audit Pty Ltd Level 18

145 Ann Street

Brisbane QLD 4000

Solicitors Lawnch and Thomson Geer

Stock exchange listing Janus Electric Holdings Limited shares are listed on the Australian Securities Exchange

(ASX code: JNS)

Website https://www.januselectric.com.au

Corporate Governance Statement Janus Electric Holdings Limited's Directors and management are committed to

conducting the Group's business ethically and in accordance with high standards of corporate governance. Janus Electric Holdings Limited has adopted and substantially complied with the ASX Corporate Governance Principles and Recommendations (Fourth Edition) ('Recommendations') to the extent appropriate to the size and nature of its operations.

The Corporate Governance Statement, which sets out the corporate governance practices that were in operation during the financial year and identifies and explains any Recommendations that have not been followed, was approved by the Board of Directors at the same time as the Annual Report and can be found in the corporate governance section on the Company's website: https://www.januselectric.com.au/investors/corporate-governance

The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'Group') consisting of Janus Electric Holdings Limited (referred to hereafter as the 'Company' or 'parent entity' or 'Janus') (previously known as ReNu Energy Limited) and the entities it controlled at the end of, or during, the year ended 30 June 2025.

The following persons were Directors of Janus Electric Holdings Limited during the whole of the financial year and up to the date of this report, unless otherwise stated:

During the financial year, the principal continuing activities of the Group consisted primarily of converting diesel trucks to electric using its patented battery-swap systems, and its business model is truck conversions, battery and energy as a service. Janus participates in manufacturing batteries and charging stations, and generating multiple revenue streams through truck conversions, battery hire, electricity usage fees and subscription fees for access to the Janus Software and Ecosystem. This comprehensive approach provides an electric solution tailored for fleet operators seeking sustainable, cost-effective alternatives in heavy transport.

There were no dividends paid, recommended or declared during the current or previous financial year.

The Directors consider Underlying Earnings Before Interest, Tax, Depreciation and Amortisation ('EBITDA') and Underlying EBIT to reflect the core earnings of the consolidated entity. Underlying EBITDA and underlying EBIT are financial measures which are not prescribed by Australian Accounting Standards ('AAS') and represent the profit or loss under AAS adjusted for non-cash and significant items. The following table summarises key reconciling items between statutory loss after income tax and Underlying EBITDA for the current and previous financial year:

Loss after income tax (8,908,479) (3,467,862)

Income tax benefit (140,564) (164,161)

Underlying EBITDA (4,579,013) (2,429,649)

Janus Electric Holdings Limited (formerly ReNu Energy Limited) acquired 100% of the share capital of Janus Electric Pty Limited ('Janus Electric') for consideration of 50,000,000 shares in ReNu Energy Limited ('ReNu'). The substance of the acquisition is a reverse acquisition ('RTO') because the former shareholders of the legal subsidiary, Janus Electric, became majority shareholders of the legal parent, ReNu.

Consequently, the financial information presented in this report reflect the ongoing operations of Janus Electric and the acquisition of ReNu as of 13 May 2025.

Financial position

The Group had net operating cash outflows for the year of $6,579,611 (2024: cash inflows $219,712) and as at 30 June 2025 had cash and cash equivalents of $4,047,030 (2024: bank overdraft $18,386). There were significant one-off costs in Janus' first months as a listed company that are not expected in the following 12 months. Subsequent to year end, the Group signed a Memorandum of Understanding ('MOU') with Singapore-based EVUNI Pte Ltd ('EVUNI') for an in principal investment of

$5.0m as announced to the ASX on 21 August 2025. The EVUNI investment will be structured in tranches for an exchange of Janus's ordinary shares at the price of $0.20 cents per share. The first investment of $3.5m will be upon signing of a binding agreement, followed by a second tranche of $1.5m triggered once the first delivery of a Janus conversion kit to EVUNI's operations in Africa, has been completed. 10% of Trance 1 is due in November 2025 with the remaining $3.15m due in December 2025, and a follow up investment for $1.5m in early 2026.

Results

The Group's loss of $8,908,479 (30 June 2024: $3,467,862) was higher than the previous period primarily due to:

• Large one-off costs related to capital raising activities and the acquisition of ReNu. ReNu contributed a net loss of

  $2,013,627 to the Group in the period. Furthermore, there were non-recurring non-cash interest expenses of $1,129,113 and fair value loss of $1,074,013 related to the Janus Electric convertible notes that converted as part of the RTO process;

• Slow ramp up in revenue as Janus brought trucks back online to be operational following the battery re-call throughout FY25. The battery re-call was completed in January 2025. Conversion revenue totalled $697,395 of the total revenue for FY25 of $1,702,526. There are several conversions ongoing at 30 June 2025; and

• There has been significant investment in more innovative and efficient assembly and preparation of the Janus conversion kits. Whilst these have been delayed due to supply chain constraints, they will act to save both future costs of converting diesel prime movers, the adjustments made will also see material weight, and installation time savings. These delays also impacted contractor and staff costs that rose to $3,466,663 for FY25.

  Operational review

  Transformational acquisition of Janus Electric

  On 13 May 2025, following shareholder approval, ReNu acquired 100% of the issued capital of Janus Electric, an established company focused on the electrification of heavy haulage transport through its patented battery-swapping technology, charging infrastructure, and energy management services.

  Janus Electric is an Australian innovator in heavy vehicle electrification, offering a turnkey solution through its patented battery swap platform, truck conversion kits, charging infrastructure, and integrated fleet management software. Janus' model delivers zero emissions vehicles through full-service truck electrification for the freight and logistics sector, supporting operations across New South Wales, Victoria, Queensland, South Australia, and Western Australia.

  Janus Electric is positioned to drive the digitisation and decarbonisation of Australia's heavy transport sector, an industry with over 124,000 registered articulated trucks travelling millions of kilometres each year. With a pipeline of 122 truck conversions yet to lock in build slots, Janus is well-placed to streamline operations and scale rapidly. The Janus business model generates revenue relating to usage fees based on kilometres travelled and kilowatt hours consumed and is continually validated as operational efficiencies and technology improvements are realised. Janus's vision is to deliver a zero-emissions supply chain for heavy transport, powered by Australian innovation and manufacturing. Its business model is summarised as conversion, battery and energy as a service.

  The RTO presented as a compelling investment opportunity for ReNu, underpinned by a scalable and commercially proven technology, a large addressable market in high growth, and a clear pathway to scaling recurring revenues. By leveraging Janus Electric's innovative battery-swap technology, the Company is positioned to accelerate the electrification of heavy transport, reduce carbon emissions and deliver strong economic benefits to fleet operators.

  As at the end of the period, Janus Electric had:

• completed 480,000 kilometres of commercial operation;

• completed 2,907 battery swaps;

• abated 1,279 tonnes of diesel CO2; and

• used 925,000kWh of energy (~9MW), including in renewable applications.

  
  
  Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Directors' report 30 June 2025

  Sale of hydrogen business division

  On 4 April 2025, following shareholder approval, ReNu completed the sale of its countrywide hydrogen business, including its Tasmanian green hydrogen project to Countrywide Hydrogen Holdings Pty Ltd ('Buyer'). The divestment resulted in a $50,000 upfront cash payment and achieved immediate cost savings for ReNu of approximately $40,000 per month and with the Buyer assuming approximately $400,000 of liabilities. Under the terms of the sale, ReNu is entitled to deferred consideration up to

  $650,000 conditional upon the Buyer reaching various milestones in relation to its hydrogen projects. As the sale occurred prior to the RTO and as the RTO is accounted for as a reverse acquisition (refer note 2), the results of the sale are not reflected in the financial statements.

  Sale of legacy geothermal assets

  On 24 December 2024, ReNu sold its legacy geothermal assets to Hydro Lit Pty Ltd ('Hydro Lit') for a headline consideration of $700,000. The geothermal assets relate to ReNu's historic geothermal activities in the Cooper Basin, South Australia, and broadly comprise data and samples that had been fully written down in ReNu's accounts. The consideration is payable in tranches in cash and by the issue of convertible notes in Hydro Lit. The first two tranches of convertibles notes with a fair value of $333,333 were received during the period. As the sale occurred prior to the RTO and as the RTO is accounted for as a reverse acquisition (see note 2), the results of the sale are not reflected in the financial statements. The second tranche of assets are waiting on ministerial consent to be sold.

  Renewable and clean energy investments

  Although ReNu changed its main undertaking during the period to specialising in the electrification of heavy road transport through its innovative swappable battery technology and built infrastructure, ReNu continues to hold a portfolio of renewable and clean energy investments ('Investee Companies').

  The Investee Companies comprise investments in Hydro Lit Pty Ltd, Allegro Energy Pty Ltd, Enosi Australia Pty Ltd, Vaulta Holdings Pty Ltd and Uniflow Holdings Limited. Details of amounts invested, stakes held and carrying value at 30 June 2025 can be found in note 16 to the financial statements.

  Corporate

  Capital consolidation

  On 11 April 2025, following shareholder approval, ReNu completed the consolidation of its issued capital on the basis of:

  1. every 200 ordinary shares on issue being consolidated into 1 share; and

  2. all options on issue being consolidated in accordance with ASX Listing Rule 7.22.1, whereby the number of options were consolidated in the same ratio as the ordinary capital and the exercise price adjusted inversely to that ratio.

  Change of name and ASX ticker

  On 9 May 2025, following shareholder approval, ReNu announced its change of name from ReNu Energy Limited to Janus Electric Holdings Limited and its ASX ticker code from RNE to JNS. The effective date for the change of company name and ticker code on the ASX was 14 May 2025.

  Capital raise under prospectus and other capital raising activities

  As part of the RTO, ReNu undertook a capital raise under a prospectus of between $8m and $10m at an issue price of $0.20 per share. On 13 May 2025, ReNu announced the completion of the capital raise at $8.8m. The use of these funds for the capital raise is directed to building inventory levels, the manufacture of additional battery packs and charge and change stations, research and development, product and market development, workshop upgrades, working capital and costs of the offer. Actual funds expended from the date of the RTO to 30 June 2025 was approximately $4.8m.

  Prior to the capital raise under prospectus, ReNu raised:

  1. $1.5m through loan notes that converted during the period into ordinary shares and options; and

  2. $0.25m through its facility with Towards Net Zero LLC.

  During the period Janus Electric issued 5,653,421 convertible notes at a face value of $1.00 per note and 12% interest accrued on the convertible notes on a simple interest basis. The convertible notes and accrued interest were converted into shares in Janus at a 25% discount when the RTO was completed. Janus issued 38,633,049 shares to the convertible note holders on 13 May 2025, as repayment of the convertible note holders aggregate of face value and interest.

  
  
  Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Directors' report 30 June 2025

  Board changes

  On completion of the RTO on 13 May 2025, all existing Directors of ReNu stood down and the Company appointed four new directors to the Board. Dennis Lin assumed the role of Non-Executive Independent Chair, Ian Campbell was appointed Managing Director and Chief Executive Officer, and Kristy Carr and Tony Fay were both appointed as Non-executive Directors. A snapshot of the bios of the Board and management can be found at:

  https://www.januselectric.com.au/janusteam

  Relisting - reinstatement to quotation

  On 21 May 2025, the Company announced its reinstatement to quotation on the ASX as part of the relisting of Janus Electric Holdings Limited.

  Resignation and appointment of auditor

  On 17 June 2025, the Company announced, following receipt of consent from the Australian Securities and Investments Commission ('ASIC'), the resignation of Ernst & Young as auditor of the Company and the appointment of Grant Thornton Audit Pty Ltd as the Company's incoming auditor. This took effect on 16 June 2025 and will be put to shareholders for approval at the Company's annual general meeting, to be held in November 2025.

  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 Janus, 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://www.januselectric.com.au/investors/corporate-governance)

  Group specific risks

  1. Early stage and revenue risk

     Janus is an early-stage business that has historically been loss-making. The Company's ability to achieve sustained revenue and profitability depends on the successful delivery of its existing truck conversion orders and the expansion of the Janus ecosystem, including the deployment of additional battery packs and charge-and-change stations.

     There is no guarantee that Janus will be able to generate sufficient revenue to cover its costs within the expected timeframes or at all. Delays in product rollout, market adoption, or infrastructure development could further extend the period before profitability is achieved. Additionally, as an emerging technology company, Janus may face unforeseen operational, technical, and market-related challenges that could impact its revenue generation and financial sustainability.

     If Janus is unable to secure and fulfil a sufficient volume of truck conversions or establish a viable recurring revenue model from its battery and charging infrastructure, the business may require additional funding to support its ongoing operations. Any failure to secure such funding could adversely affect its financial position and ability to execute its growth strategy.

  2. Product and performance risk

     The Janus products are complex, and there have been instances of suboptimal performance in previous models of its battery, which have been deployed. This resulted in fires in 2 batteries and 1 truck over a 28-month period and resulted in a product recall on all batteries in the field from March 2024.

     As a result of this, Janus has conducted research and testing to understand the issues and has modified its current and future Janus Side Battery ('JSB') with the aim of removing or reducing these issues. However, there remains an inherent risk, as with any emerging technology, that the products and enhancements (including to the JSB) will contain defects or otherwise do not perform as expected (for example, in terms of battery life and reliability).

     
     
     Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Directors' report 30 June 2025

     Janus provides a broad warranty with respect to the Janus Conversion Module ('JCM'), Janus Charge & Change Station ('JCCS') and JSB (together the 'Assets') which is subject to a range of technical and operating conditions. However, Janus has not tested its Assets over its entire operating life in simulated conditions. If the Assets fail to perform as expected (including if there are any further battery fires) or if production of the Assets is subject to delays (including delays in the rollout of the JCM and JCCS in new trucks), Janus could lose existing and future business and its ability to develop, market and sell its battery and its JCM and JCCS could be harmed.

     Product defects or non-performance may also give rise to product recalls, claims against Janus, diminish the brand or divert resources from other purposes, all of which could have a materially adverse impact on the Group financially and reputationally. This could adversely affect the Janus business, the Group's operating results and the price at which Janus shares will trade.

     Further, Janus is dependent on the supply of raw materials for a number of different parts and components. While Janus follows a quality control process, there are possible situations where the quality of raw materials supplied will adversely affect the performance of the product.

  3. Opportunity conversion risk

     Janus has a pipeline of commercial sales opportunities to supply JCMs and truck conversions, JCCSs and JSBs in Australia. These opportunities are in various different stages of maturity comprising near term opportunities, such as the supply of backlog orders, opportunities which are moving to close, opportunities where there is active customer engagement and opportunities which are active proposals.

     Janus relies on its ability to convert these opportunities into sales and then revenue. There is no guarantee that Janus will be successful in converting these opportunities into revenue on acceptable terms or within commercial timeframes. If these opportunities are not converted into revenue, this may have an adverse effect on the cashflow and financial performance and position of Janus.

     Janus currently operates on a negative cash operating basis in that its operating expenses exceed its revenue. Janus' revenue depends on the extent and timing of future product sales and implementation of individual projects which may be affected by factors outside Janus' control such as tasks for which the customer is responsible. There is a risk that sales and revenue may take longer than expected to materialise.

  4. Customer payment risk

     Janus has entered into a number of truck conversion and Janus Ecosystem use agreements which allow customers to pay a deposit and then pay the balance on delivery of the product. There is a risk that customers will not pay on time or, if the customer becomes insolvent, will not pay at all. This may mean that Janus is not paid for work completed or JCMs and truck conversions, JCCSs and JSBs delivered/deployed. This could have a material adverse effect on the Group's financial position.

  5. Commercialisation risk

     If Janus' JCM, JCCS and JSB technology is not adopted by its customers, or if its battery technology does not meet industry requirements for long duration energy storage capacity in an efficient and safe design, Janus' technology will not continue to gain market acceptance.

     Many other factors outside of Janus' control may also affect the demand for its JCM, JCCS and JSB and the viability of adoption of advanced battery applications, including:

• performance and reliability of battery power products compared to conventional and other non-battery energy sources and products;

• success of alternative battery chemistries; and

• cost-effectiveness of the Janus products compared to products powered by conventional energy sources and alternative battery chemistries.

  1. Technology obsolescence risk

     Rapid and ongoing changes in technology and product standards could quickly render the Janus products less competitive, or even obsolete if Janus fails to continue to improve the performance of its battery, its chemistry and battery management systems. Janus will continue research and development of lithium-ion battery packs, including collaborating with battery manufacturers and technology providers for the supply of next generation lithium-ion battery packs.

     
     
     Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Directors' report 30 June 2025

     The market for advanced rechargeable batteries is at a relatively early stage of development, and the extent to which the Janus lithium batteries will be able to meet its customers' requirements and achieve significant market acceptance is uncertain. Competing technologies that outperform the Janus battery could be developed and successfully introduced and, as a result, there is a risk that the Janus products may not be able to compete effectively in its target markets.

  2. Manufacturing capacity risk

     As Janus builds its manufacturing capability based on its projection of future supply agreements, its business revenue and profits will depend upon its ability to enter into and complete these agreements, achieving competitive manufacturing yields and driving volume sales consistent with its demand expectations.

     In order to fulfil the anticipated product delivery requirements of its potential customers, Janus may invest in capital expenditures in advance of actual customer orders, based on estimates of future demand. If market demand for the Janus products does not increase as quickly as it has anticipated and align with the Janus' manufacturing capacity, or if Janus fails to enter into and complete projected development and supply agreements, Janus may be unable to offset these costs and to achieve economies of scale, which could materially affect its business and operating results.

     Alternatively, if Janus experiences sales in excess of its estimates, it may be unable to support higher production volumes, which could harm customer relationships and overall reputation, and its sales could decrease. Janus' ability to meet such excess customer demand could also depend on its ability to raise additional capital and effectively scale its manufacturing operations.

  3. Manufacturing production and outsourcing risk

     The manufacturing and assembly of safe, long-lasting batteries is a highly complex process that requires extreme precision and quality control throughout a number of production stages. Improving manufacturing processes will be an ongoing requirement both to reduce cost and improve battery performance and reliability by minimising manufacturing errors.

     Janus has adopted a combination of outsourced and insourced component manufacturing of its battery parts to achieve the benefits of scalability, quality control, and cost efficiencies and to reduce its overall manufacturing risks (including the risk of damage to finished products when they are delivered from the factory to the customer).

     The outsourced component of the Janus manufacturing strategy has associated risks. It means that Janus is unable to directly control delivery schedules, quality assurance, manufacturing yields and production costs.

     Any defects in battery packaging, impurities in the electrolyte or electrode materials used, contamination of the manufacturing environment, incorrect welding, excess moisture, equipment failure or other difficulties in the manufacturing process could cause batteries to be rejected or to fail in the field, thereby reducing yields and affecting Janus' ability to meet customer expectations.

  4. Manufacturing personnel

     Janus' manufacturing capability depends on the recruitment and retention of skilled employees to produce quality Assets and meet customer demand. There can be no assurance that Janus will be successful in attracting and retaining the skilled personnel necessary to meet current or any future demand for product. The inability to attract and retain qualified personnel could have a materially adverse impact on Janus.

  5. Non-Compliance with Australian Design Rules (ADR)

     Janus must comply with ADR for retrofitted vehicles to be road approved. Non-compliance by Janus with design compliance may lead to Janus' vehicle not being able to be used on the roads. Non-compliance could halt production, delay operations, and increase costs while solutions are engineered. This may reduce revenue, harm Janus' reputation and limit market access, affecting Janus' growth and operational plans.

  6. Regulatory and compliance risk

     Janus uses hazardous substances, including lithium-ion battery cells, in the assembly of its battery modules. Various regulatory requirements apply to storing, handling and disposing of such materials. Janus must also comply with prescribed product standards in the various jurisdictions in which it operates that are relevant to its battery's manufacture, installation and operation. In Australia, Janus must comply with the dangerous goods regulations with respect to the storage of batteries. In the event Janus expands its operations internationally, there will be numerous regulatory compliance requirements.

     
     
     Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Directors' report 30 June 2025

     There is a risk that Janus will be unable to comply with the regulatory requirements imposed on its batteries or that the cos t of compliance will exceed expectations and have an adverse impact on the financial position of Janus. This may prevent Janus from accessing markets in certain jurisdictions.

     In addition to industry regulatory risks, the Company is subject to a range of regulatory controls imposed by government (federal, state and local) and regulatory authorities (for example, ATO, ASX and ASIC). The relevant regulatory regimes are complex and are subject to change over time, depending on changes in the laws and the policies of the governments and regulatory authorities.

     The Group is exposed to:

• the risk of changes to applicable laws and/or the interpretation of existing laws, which may adversely impact the Group;

• the risks associated with non-compliance with these laws (including reporting or other legal obligations). Non-compliance may result in financial penalties being levied against the Group.

  1. Changes to heavy vehicle road user charges

     The heavy road transport industry faces potential regulatory changes to road user charges that could reduce the cost differential between diesel and electric systems, such as lower diesel charges or a tonne-per-kilometre charge without exemptions for electric vehicles. The introduction of road user charges based on kilometres travelled or energy consumed would similarly impact the industry. Such changes may reduce the competitiveness of electric solutions like the Janus system, adversely affecting customer adoption rates and revenue.

  2. Supply risk

     Janus' manufacturing operations depend on obtaining raw materials, parts and components, manufacturing equipment and other supplies, including services from reliable suppliers (including transport services) in adequate quality and quantity, in a timely manner. It may be difficult for Janus to substitute one supplier for another, increase the number of suppliers or change one component for another in a timely manner or at all due to the interruption of supply or increased industry demand. This may adversely affect the Group's operations.

     The prices of raw materials, parts and components and manufacturing equipment may increase due to changes in supply and demand, global and macro-economic events and supply chain constraints. In addition, currency fluctuations and the weakening of the Australian dollar against foreign currencies may adversely affect Janus' purchasing power for raw materials, parts and components and manufacturing equipment from foreign suppliers.

     If Janus is unable to secure key supply inputs in a timely and economically acceptable manner, it could have a materially adverse effect on its ability to meet customer demand and sell its products profitably.

  3. Warranty risk, product liability and extended life cycle testing risk

     There is an inherent risk of defective workmanship or materials in the manufacture of Janus' products and for exposure to product liability for damages suffered by third parties attributable to the use of the product.

     Defective products may have a materially adverse impact on Janus' reputation, its ability to achieve sales and commercialise its Assets and on its financial performance due to warranty obligations. It may also give rise to product liability claims. T he Group mitigates this risk via the usual contractual provisions which exclude liability for consequential loss and so on, but it is not possible to protect Janus against reputational loss.

     Janus provides a product warranty which is subject to a range of technical and operating conditions. The battery has not however been tested over its full operating life either in the field or in simulated conditions.

  4. Intellectual property and patent risk

     The ability of Janus to maintain protection of its proprietary intellectual property and operate without infringing the proprietary intellectual property rights of third parties is an integral part of the Janus business.

     To protect its proprietary intellectual property, Janus has patents through its wholly-owned subsidiary, Janus Energy Pty Ltd ('Janus Energy'). In addition, Janus Energy has patent applications that are at various stages of the examination process in various jurisdictions. There is a risk that some or all of the patent applications will not be accepted, either in Australia or overseas and that other persons may be able to commercially exploit the proprietary intellectual property.

     
     
     Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Directors' report 30 June 2025

     The granting of protection, such as a registered patent, does not guarantee that the rights of third parties are not infringed or that competitors will not develop technology to avoid the patent. Patents are territorial in nature and patents must be obtained in each and every country where protection is desired. There can be no assurance that any patents which the Group may own or control will afford the Group significant protection of its technology.

     Competition in obtaining and sustaining protection of intellectual property and the complex nature of intellectual property can lead to disputes. The Group has, and may in the future, enter into commercial agreements under which intellectual property relevant to Janus will not be owned exclusively by Janus. In these circumstances, Janus and the Group will seek to negotiate an appropriate licence to use any such intellectual property.

     There is a risk that such newly created intellectual property not exclusively owned by Janus or the Group, will be material to the Group and there is no guarantee that the Group will be able to enter into appropriate agreements to use it either at all or on commercially acceptable terms and conditions, or on a timely basis. The inability to secure rights to use such intellectual property could have a material impact on the Group's ability to sell or otherwise commercialise its products, and its financial performance.

  5. Reverse engineering risk and trade secret risk

     There is a risk of Janus' products and battery management system being reverse engineered or copied. Janus relies on trade secrets to protect its proprietary technologies, especially where it does not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. Janus relies in part on confidentiality agreements with its employees, contractors, consultants, outside scientific collaborators and other advisors to protect its trade secrets and other proprietary information.

     These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorised disclosure of confidential information. Costly and time-consuming litigation could be necessary to enforce and determine the scope of the proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect the Group's competitive business position.

  6. Competition and new technologies

     The industries in which Janus is involved are subject to domestic and global competition which is fast-paced and fast-changing. While the Group will undertake all reasonable due diligence in its business decisions and operations, the Group will have no influence or control over the activities or actions of its competitors, whose activities or actions may positively or negatively affect the operating and financial performance of the Group's projects and business.

  7. Information technology

     The Group relies heavily on its computer hardware, software and information technology systems. Should these not be adequately maintained, secured or updated or the Group's disaster recovery processes not be adequate, system failures may negatively impact on its performance.

  8. Dividends

     There is no guarantee as to future earnings of the Group or that the Group will be profitable at any time in the future, and there is no guarantee that the Company will be in a financial position to pay dividends at any time in the future.

  9. Personnel risk

     Janus may not be able to successfully recruit and retain skilled employees, particularly scientific, technical and management professionals. Janus believes that its future success will depend in large part on its ability to attract and retain highly skilled technical, managerial and marketing personnel who are familiar with its key customers and are experienced in the battery industry.

     Janus relies heavily on its senior executives and engineering team. There can be no assurance that the Group will be able to retain its key personnel or recruit suitable technical staff as replacements. The loss of key personnel could have a materially adverse impact on the Group.

     
     
     Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Directors' report 30 June 2025

  10. 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 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.

  11. 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, 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 the Group, 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.

      Tax laws are in a continual state of change which may affect the Company and its shareholders. Changes to tax laws may adversely affect the Group's financial performance and/or the returns achieved by investors.

  12. Maintenance of key relationships

      A key part of the Janus' business is its partnerships with industry development partners, as well as potential customers. The maintenance of these relationships is therefore important to enable the Group to continue to develop its products. A failure to maintain relationships could result in a withdrawal of support, which in turn could impact the Group's future financial position and ability to commercialise its technologies.

  13. Acquisitions

  As part of its business strategy, Janus may make acquisitions of, or significant investments in, companies, technologies and/or products that are complementary to the Group's business. Any such future transactions are accompanied by the risks commonly encountered in making acquisitions of or investments in companies, products and technologies, such as integrating cultures and systems of operation, relocation of operations, short term strain on working capital requirements, achieving the sales and margins anticipated and retaining key staff and customer and supplier relationships.

  General risks

  1. Manufacturing risk - general

     There are risks which are inherent in manufacturing operations including machinery breakdowns, damage from flood and fire, below standard workmanship or materials, employee issues (including accidents), workplace health and safety and so on. Any adverse impact on production could have a materially adverse impact on Janus' ability to meet customer needs and the risk of customer claims and Janus' ability to achieve its expansion plans or its financial performance.

  2. Exchange rates

     The Group is potentially exposed to movements in exchange rates. The financial statements of the Group are expressed and maintained in Australian dollars. However, a portion of the Group's income and costs may, in the future, be earned in foreign currencies. Exchange rate movements affecting these currencies may impact the profit and loss account or assets and liabilities of the Group (to the extent the foreign exchange rate risk is not hedged or not appropriately hedged) and the general competitiveness of the Group's products in the market.

  3. 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; and

• 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.

  
  
  Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Directors' report 30 June 2025

  1. General economic conditions

     The Group may be negatively impacted by changes in the Australian or other international economies. Macro-economic factors may adversely impact the Group through reduced future revenues, reduced demand for the Company's products and services, increased costs, foreign exchange losses, impacts of government responses to macro-economic issues and impacts on equity markets. These factors are beyond the control of the Group and the impact cannot be predicted.

     Furthermore, share market conditions may affect the value of the Company's securities regardless of the Company's operating performance.

  2. Financial market volatility

     A fall in global or local equity/bond markets may discourage investors from moving money in or out of equity markets. This may have a negative effect on the price at which the Company's shares trade on ASX.

  3. Interest rate risk

     The Group is exposed to interest rate risk arising from the possibility that changes in interest rates will affect future cash flows or the fair values of financial instruments. The primary financial liabilities impacted by interest rate movements include cash balances, loans and borrowings.

  4. 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.

  5. Force majeure

  The Group, now or in the future, may be adversely affected by risks outside the control of the Group including labour unrest, civil disorder, war, subversive activities or sabotage, extreme weather conditions, fires, floods, explosions or other catastrophes, pandemics, epidemics or quarantine restrictions.

  Significant changes in the state of affairs

  During the financial year, ReNu and its subsidiaries ('ReNu Group') pivoted its strategic direction to pioneering the electrification of heavy road transport through the RTO of 100% of Janus Electric and the divestment of the ReNu hydrogen business division. To this end, significant changes in the state of affairs of the ReNu Group during the financial period (in chronological order) were:

• On 28 November 2024, ReNu requested the ASX to suspend its securities from quotation pending an announcement of a proposed transaction (i.e. the RTO) and re-compliance with the ASX listing rules - the suspension and re-compliance were necessary due to the RTO being a significant change in the nature and activities of the ReNu Group under ASX listing rules.

• On 24 December 2024, ReNu sold its legacy geothermal assets for a headline consideration of $700,000.

• On 6 February 2025, ReNu entered into an Asset Sale Agreement, subject to shareholder approval, to divest its hydrogen business division.

• On 19 February 2025; ReNu announced the RTO through entering into a Share Purchase Agreement, subject to shareholder approval, to acquire 100% of the issued share capital of Janus Electric.

• On 28 March 2025, at a meeting of shareholders, ReNu received shareholder approval for the sale of the hydrogen business division and RTO of Janus Electric.

• On 4 April 2025, ReNu completed the sale of the hydrogen business division.

• On 11 April 2025, ReNu completed a consolidation of its issued capital on the basis of every 200 ordinary shares on issue being consolidated into 1 share.

• On 13 May 2025, the existing Board of ReNu stood down and the Company appointed four new Directors to the Board (as approved at the 28 March 2025 shareholders' meeting).

• On 13 May 2025, ReNu completed the RTO of Janus Electric.

• On 14 May 2025, the Company changed its name from ReNu Energy Limited to Janus Electric Holdings Limited and its ASX ticker code from RNE to JNS.

• On 14 May 2025, the Company completed a successful capital raise of $8.8m under prospectus.

• On 21 May 2025, the Company successfully relisted following the completion of its re-compliance with the ASX listing rules, with reinstatement to quotation on the ASX occurring under the ASX code JNS.

  There were no other significant changes in the state of affairs of the Group during the financial year.

  
  
  Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Directors' report 30 June 2025 Matters subsequent to the end of the financial year

  Subsequent to the financial year end, the Company signed a Memorandum of Understanding ('MOU') with EVUNI Pte Ltd ('EVUNI') for exclusive distribution and deployment of Janus' technology in Africa. The MOU contemplates a principal investment by EVUNI of up to $5m in Janus at $0.20 per share, structured in tranches linked to the execution of a binding Distribution and Licence Agreement and the delivery of technology to the region: (i) $3.5m (Initial Investment) on signing a Distribution and Licence Agreement; and (ii) $1.5m (Subsequent Investment) on first delivery of the Janus Conversion Module to the African Region.

  As announced on 29 September 2025, Janus signed the share purchase agreement and Distribution and Licence Agreement with EVUNI Pte Ltd. This confirms EVUNI will be our investor and partner for the delivery of the Janus technology to the African region. 10% of Tranche 1 is due in November 2025 with the remaining $3.15m due in December 2025, and a follow up investment for $1.5m in early 2026.

  Subsequent to the financial year end, the Group received an offer notice to buy the shareholding of Vaulta. This has been treated as an adjusting subsequent event and has been reflected in the fair value of the investment acquired at the time of the reverse take-over.

  There were no other matters or circumstances arising after 30 June 2025 that have 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.

  Likely developments and expected results of operations

  The relisting of the Company during the year as Janus marks a significant new chapter for the Company and an important step toward transforming Australia's heavy transport industry through zero-emissions innovation. Janus has bolstered its leadership with an experienced management team and Board, committed to achieving critical priorities within the first 100 days of relisting. These immediate strategic priorities include:

• accelerating the delivery of contracted orders to quickly boost the number of operating trucks and kilometres travelled, using Janus Electric's innovative technology;

• securing key partnerships with industry and government stakeholders to support expansion;

• building a strong fiscal platform and implementing effective capital management for sustainable growth;

• enhancing customer engagement to reinforce Janus' position as a leader in truck electrification by focusing on both technological advancement and customer-centric value creation.

The use of funds raised under prospectus included payments to normalise working capital, including a backlog of payments to suppliers that were providing informal financial support pending completion of the capital raise. With the Company now recapitalised, four conversion slots are booked for the first quarter of the 2026 financial year ('FY26'). The re-establishment of supply chains following the recapitalisation will assist in accelerating production efficiencies and conversions over the first half of FY26. The focus will then shift to filling remaining booking slots and working towards building on the dealership network, which will further allow additional conversion capacity to be accessed into the second half of FY26. Revenue is therefore expected to steadily increase in FY26.

In addition to the scaling of operations during FY26 as outlined above, the Company is assessing various options to raise additional funds. This includes but is not limited to:

1. debt financing the cost of batteries and conversion kits;

2. direct sale of batteries and charge & change stations to customers;

3. potential partnerships and licensing agreements in relation to the Company's intellectual property; and (iv) further equity injections if required.

   Janus Electric is leading the way in driving economic and environmental transformation across the heavy transport sector. The Board and management look forward to collaborating with the Company's stakeholders to achieve the Company's longterm goal of reimagining the heavy road transport sector in Australia and beyond.

   Environmental regulation

   Janus is required to carry out its activities in accordance with relevant laws and regulations. The Group monitors compliance with environmental regulations. The Directors are not aware of any significant breaches during the period covered by their report. Janus 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.

   
   
   Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Directors' report 30 June 2025 Information on Directors

   Name: Dennis Lin

   Title: Non-Executive Chairman

   Qualifications: Solicitor, Chartered Accountant

   Experience and expertise: Dennis Lin practised as a solicitor, Chartered Accountant and corporate advisor on

   equity markets and mergers and acquisitions for over 20 years, including Partner at BDO, before retiring from professional services. He now focuses on high growth businesses that are looking to expand globally. Mr Lin joined the Janus Board as Chairman on 13 May 2025.

   Mr Lin founded, and is a director of TAKE Global Pty Ltd, a strategic corporate advisory firm with a focus on advising private and public companies on M&A and capital management in renewable technologies and decarbonisation sectors.

   Mr Lin has previously chaired numerous public boards, including Synertec Limited (ASX: SOP), Bubs Australia Ltd (ASX: BUB), and Health and Plant Protein Group Limited (ASX: HPP), and was a Non-Executive Director of eCargo Holdings (ASX: ECG).

   Other current directorships: None

   Former directorships (last 3 years): Chair of Synertec Corporation Limited (ASX: SOP) Special responsibilities: Member of the Nomination and Remuneration Committee

   Member of the Audit and Risk Committee

   Interests in shares: 400,000 unrestricted shares

   1,108,333 restricted shares (escrowed until 22 May 2027) Interests in options: 1,113,333 options - restricted (escrowed until 22 May 2027)

   Name: Ian Campbell

   Title: Managing Director

   Qualifications: Bachelor of Commerce from Australian National University,

   Business and Climate Change: Towards Net Zero Emissions' program at the University of Cambridge, completed in 2021,

   AICD (GAICD).

   Experience and expertise: Ian Campbell is a seasoned executive with over 23 years of experience in investment

   banking, finance, and debt capital markets. Previously the Managing Director and Head of Debt Capital Markets at Citi, Mr Campbell led the number one team in Debt Capital Markets responsible for executing over USD500b in transactions across multiple industries and geographies. He is a recognised leader in green financing and ESG advisory and has developed and executed innovative sustainability strategies, including green bonds and sustainability-linked financing for major organisations like NBN, Fortescue, Woolworths, and Lendlease.

   Mr Campbell joined the Janus Board as Managing Director on 13 May 2025.

   Other current directorships: Synertec Limited (ASX: SOP) Former directorships (last 3 years): None

   Special responsibilities: Chief Executive Officer

   Interests in shares: 225,000 unrestricted shares

   1,455,578 restricted shares (escrowed until 22 May 2027) Interests in options: 166,667 options - restricted (escrowed until 22 May 2027)

   
   
   Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Directors' report 30 June 2025

   Name: Kristy Carr

   Title: Non-Executive Director

   Qualifications: Bachelor of Business, majored in Communications at QUT and UTS

   Experience and expertise: Kristy Carr is an accomplished entrepreneur with over 30 years of experience building

   successful brands across Australia, Asia, and the USA. Featured in Forbes 2022 Asia's Power Businesswomen List and named Australian Exporter of the Year in 2022, Mrs Carr has a proven track record in global business leadership. As Founder and Managing Director of Bubs Australia (ASX: BUB) (22 December 2016 to 6 April 2023), she led the company to grow revenues from zero to over $100m, with market capitalisation reaching a peak of $800m in the ASX300. Mrs Carr also co-founded TAKE Global Pty Ltd, a strategic corporate advisory firm with a focus on advising private and public companies on M&A and capital management in renewable technologies and decarbonisation sectors. Mrs Carr joined the Janus Board as Non-Executive Director on 13 May 2025.

   Other current directorships: None

   Former directorships (last 3 years): Bubs Australia (ASX: BUB)

   Special responsibilities: Chair of the Nomination and Remuneration Committee

   Member of the Audit and Risk Committee

   Interests in shares: 125,000 unrestricted shares

   1,016,667 restricted shares (escrowed until 22 May 2027) Interests in options: 566,667 options - restricted (escrowed until 22 May 2027)

   Name: Tony Fay

   Title: Non-Executive Director

   Qualifications: Bachelor of Agricultural Science at University of Melbourne

   Experience and expertise: Tony Fay has held several MD and CEO positions with 30 years of experience managing

   derivative broking businesses. He has worked in the financial markets for several leading investment banks and brokerage firms. He was instrumental in establishing the Agricultural Derivatives markets and holds investments in a diverse portfolio of start-up ventures and listed equities. Mr Fay was Chairman of Raiz Invest Ltd (ASX: RZI) from May 2018 to December 2020. Mr Fay joined the Janus Board as Non-Executive Director on 13 May 2025.

   Other current directorships: None

   Special responsibilities: Member of the Nomination and Remuneration Committee

   Chair of the Audit and Risk Committee

   Interests in shares: 2,394,004 unrestricted shares

   1,013,340 restricted shares (escrowed until 22 May 2027) Interests in options: 566,667 options - restricted (escrowed until 22 May 2027)

   Name: Boyd White

   Title: Former Chairman

   Qualifications: BBus(Acc), MBA

   Experience and expertise: Boyd White has an accomplished record in the energy, infrastructure and mining

   sectors. He has over 30 years of business experience and has held executive roles internationally with US multinationals Halliburton Company and KBR Inc, and domestically with Tarong Energy and Territory Generation. Mr White resigned from the Janus Board on 13 May 2025.

   Other current directorships:

   Interests in shares: Not applicable as no longer a director

   Interests in options: Not applicable as no longer a director

   
   
   Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Directors' report 30 June 2025

   Name: Greg Watson

   Title: Former Managing Director

   Qualifications: B Comm (Accounting and Finance), LLB

   Experience and expertise: Greg Watson has a strong background in finance, tax, legal and company secretarial

   disciplines with nearly three decades of experience in professional services and the resources and clean energy sectors. Mr Watson joined ReNu Energy Limited (the former name of Janus) as CFO and Company Secretary in 2019 and was appointed CEO in 2020. He was appointed Managing Director on 2 September 2024 and resigned on 13 May 2025. Greg was appointed CFO of Janus on 13 May 2025 and resigned on 8 August 2025.

   Interests in shares: Not applicable as no longer a director

   Interests in options: Not applicable as no longer a director

   Name: Geoffrey Drucker

   Title: Former Executive Director

   Qualifications: Bachelor of Economics

   Experience and expertise: Goeffrey 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 resigned from the Janus Board on 2 September 2024.

   Interests in shares: Not applicable as no longer a director

   Interests in options: Not applicable as no longer a director

   Name: Susan Oliver AM

   Title: Former Non-Executive Director

   Qualifications: FAICD B Property and Construction Melb University, Cert Fin Mngt

   Experience and expertise: 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 and serves on the global Investment Committee for IFM Investors. Ms Oliver resigned from the Janus Board on 13 May 2025.

   Interests in shares: Not applicable as no longer a director

   Interests in options: Not applicable as no longer a director

   'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.

   'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.

   Company secretaries

   Andrew Palfreyman (appointed on 8 August 2025)

   Mr Palfreyman is a corporate lawyer, company secretary and adviser to Boards and management of pre-IPO and ASX listed entities. He regularly acts for emerging and listed entities across a range of compliance, legal, governance and strategic matters.

   Greg Watson (appointed on 13 May 2025; resigned on 8 August 2025)

   Refer to Directors' information for details.

   
   
   Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Directors' report 30 June 2025 Meetings of Directors

   The number of meetings of the Company's Board of Directors ('the Board') and of each Board committee held during the financial year ended 30 June 2025, and the number of meetings attended by each Director were:

   Full Board

   Nomination and

   Remuneration Committee* Audit and Risk Committee**

   	Attended	Held	Attended	Held	Attended	Held
   Dennis Lin	1	1	-	-	-		-
   Ian Campbell	1	1	-	-	-		-
   Kristy Carr	1	1	-	-	-		-
   Tony Fay	1	1	-	-	-		-
   Boyd White	5	5	2	2	1		1
   Greg Watson	3	3	1	1	-		-
   Geoffrey Drucker	2	2	1	1	-		-
   Susan Oliver AM	5	5	2	2	1		1

   Held: represents the number of meetings held during the time the Director held office or was a member of the relevant committee.

   * Membership comprises Kristy Carr (Chair of the Committee and Non-Executive Director), Dennis Lin (Non-Executive Director) and Tony Fay (Non-Executive Director).

   ** Membership comprises Tony Fay (Chair of the Committee and Non-Executive Director), Dennis Lin (Non-Executive Director) and Kristy Carr (Non-Executive Director).

   Remuneration report (audited)

   The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance with the requirements of the Corporations Act 2001 and its Regulations.

   Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all Directors.

   The remuneration report is set out under the following main headings:

   • Principles used to determine the nature and amount of remuneration

   • Details of remuneration

   • Service agreements

   • Share-based compensation

   • Additional information

   • Additional disclosures relating to key management personnel

     Principles used to determine the nature and amount of remuneration

     The objective of the Group's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices:

   • competitiveness and reasonableness;

   • acceptability to shareholders;

   • performance linkage / alignment of executive compensation;

   • transparency.

     The Nomination and Remuneration Committee ('NRC') is responsible for determining and reviewing remuneration arrangements for its Directors and executives. The performance of the Group depends on the quality of its Directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.

     In consultation with external remuneration consultants (refer to the section 'Use of remuneration consultants' below), the NRC has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the Group.

     
     
     Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Directors' report 30 June 2025

     The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it should seek to enhance shareholders' interests by:

   • having economic profit as a core component of plan design;

   • focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value;

   • attracting and retaining high calibre executives.

     Additionally, the reward framework should seek to enhance executives' interests by:

   • rewarding capability and experience

   • reflecting competitive reward for contribution to growth in shareholder wealth

   • providing a clear structure for earning rewards

     In accordance with best practice corporate governance, the structure of Non-executive Director and executive Director remuneration is separate.

     Non-executive Directors' remuneration

     Fees and payments to Non-executive Directors reflect the demands and responsibilities of their role. Non-executive Directors' fees and payments are reviewed annually by the NRC. The NRC may, from time to time, receive advice from independent remuneration consultants to ensure Non-executive Directors' fees and payments are appropriate and in line with the market. The Chairman's fees are determined independently to the fees of other Non-executive Directors based on comparative roles in the external market. The Chairman is not present at any discussions relating to the determination of his own remuneration. Non-executive Directors do not receive share options or other incentives.

     The Board seeks to set aggregate remuneration at a level which provides the Group with the ability to attract and retain Directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.

     The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned among Directors is reviewed annually. The Board may consider advice from external consultants as well as the fees paid to Non-executive Directors of comparable companies when undertaking the annual review process. The amounts are set at a level that compensates the Directors for their significant time commitment in overseeing the progression of the Company's business plan.

     The Constitution of Janus 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.

     Each Non-executive Director receives a fee for being a Director of the Company:

   • From 1 July 2024 to 31 August 2024, Non-executive Directors were paid a gross annual remuneration of $37,500 per annum.

   • From 1 September 2024 to 13 May 2025, Non-executive Directors were paid a gross annual remuneration of $33,750 per annum with Non-executive Director fees for the period 1 September 2024 to 31 December 2024 paid in shares in lieu of fees.

   • From 13 May 2025, the Chairman is paid a gross annual remuneration of $120,000 per annum (excluding superannuation) and Non-executive Directors are paid a gross annual remuneration of $80,000 per annum (excluding superannuation) with an additional $10,000 per annum (excluding superannuation) for any Board sub-committee to which the Non-executive Director is appointed as Chair.

   • There are no retirement benefits offered to Non-executive Directors.

     Executive remuneration

     The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components.

     The executive remuneration and reward framework has four components:

   • base pay and non-monetary benefits;

   • short-term performance incentives;

   • share-based payments; and

   • other remuneration such as superannuation and long service leave.

     
     
     Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Directors' report 30 June 2025

     The combination of these comprises the executive's total remuneration.

     Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the NRC based on individual and business unit performance, the overall performance of the Group and comparable market remunerations.

     Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle benefits) where it does not create any additional costs to the Group and provides additional value to the executive.

     Short-term incentives

     The short-term incentives ('STI') program is designed to align the targets of the business units with the performance hurdles of executives. STI payments are granted to executives based on specific annual targets and key performance indicators ('KPI's') being achieved. KPI's include profit contribution, customer satisfaction, leadership contribution and product management.

     The Company uses short term incentives to:

   • reward employees for their contribution in ensuring that Janus achieves corporate key deliverables;

   • encourage teamwork;

   • enhance Janus attracting and retaining high calibre and high performing employees; and

   • link remuneration directly to the achievement of key organisational objectives.

     Long-term incentives

     The long-term incentives ('LTI') are share-based payments. Shares are awarded to executives over a period of three years based on long-term incentive measures. These include increase in shareholders' value relative to the entire market and the increase compared to the Group's direct competitors. The NRC reviewed the long-term equity-linked performance incentives specifically for executives during the financial year ended 30 June 2025.

     Loan share plan (LSP)

     At the 2017 AGM, shareholders approved a Loan Share Plan ('LSP') to retain, motivate and attract executives and Directors and to better align the interests of employees and Directors with those of the Group and its shareholders by providing an opportunity for employees and Directors to acquire shares subject to the terms and conditions of the LSP ('Plan Shares').

     The Plan Shares are issued or transferred to the participants in the LSP at market value, subject to shareholder approval in the case of Plan Shares issued to Directors and determined by the Board in its absolute discretion for executives who are not Directors. The Group may provide a limited recourse loan to participants to assist them to purchase Plan Shares. The Plan Shares will vest on the satisfaction of any applicable performance condition, service requirement or other conditions specified at the time of issue.

     Consolidated entity performance and link to remuneration

     Remuneration for certain individuals is directly linked to the performance of the Group. A portion of cash bonus and incentive payments are dependent on defined earnings per share targets being met. The remaining portion of the cash bonus and incentive payments are at the discretion of the NRC. Refer to the section 'Additional information' below for details of the earnings and total shareholders return for the last five years.

     The NRC is of the opinion that the continued improved results can be attributed in part to the adoption of performance-based compensation and is satisfied that this improvement will continue to increase shareholder wealth if maintained over the coming years.

     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.

     
     
     Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Directors' report 30 June 2025

     Details of remuneration

     Amounts of remuneration

     The key management personnel of the Group consisted of the following Directors of Janus Electric Holdings Limited:

   • Dennis Lin (Chairman) - appointed on 13 May 2025

   • Ian Campbell (Managing Director) - appointed on 13 May 2025

   • Kristy Carr (Non-executive Director) - appointed on 13 May 2025

   • Tony Fay (Non-executive Director) - appointed on 13 May 2025

   • Boyd White (Former Chairman) - resigned on 13 May 2025

   • Greg Watson (Former Managing Director) - appointed on 2 September 2024; resigned on 13 May 2025

   • Geoffrey Drucker (Former Executive Director) - resigned on 2 September 2024

   • Susan Oliver (AM) (Former Non-executive Director) - resigned on 13 May 2025

     And the following persons:

   • Lex Forsyth (Chief Operating Officer) - appointed on 13 May 2025

   • Greg Watson (Chief Financial Officer and Company Secretary) - appointed on 13 May 2025; resigned on 8 August 2025

   Company performance and its link to the Company's remuneration principles and strategy for FY25

   The 2025 financial year saw the Company pivot its strategic direction to pioneering the electrification of heavy road transport through the RTO of 100% of Janus Electric and the divestment of the Company's hydrogen business division. During the 2025 financial year, the Company also made several Board and management changes and took steps to reduce its cost base. This led to the Board not setting specific measurable short-term targets for KMP for the 2025 financial year. The share-based incentives awarded to KMP for the 2025 financial year are set out in table 1 below and relate to: (i) Directors receiving shares in lieu of cash salary for the period 1 September 2024 to 31 December 2024; and (ii) successful completion of the RTO transaction and capital raise under prospectus.

   It is intended that corporate and individual KPIs will be set for the 2026 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.

   
   
   Janus Electric Holdings Limited (Formerly known as ReNu Energy Limited) Directors' report 30 June 2025

   Details of the remuneration of key management personnel of the Group are set out in the following tables.

   Short-term benefits

   Post-employment benefits

   Long-term

   benefits Share-based payments

   	Cash salary and fees(1)	Cash bonus	Non-monetary	Superannuation	Long service leave	Loan Share Plan(8)	Performance rights(3)	Total
   2025	$	$	$	$	$	$	$	$
   Non-Executive
   Directors: Dennis Lin(4)	16,364	-		- 1,882	-	-	203,487	221,733
   Kristy Carr(4)	12,273	-		- 1,411	-	-	200,658	214,342
   Tony Fay(4)	12,273	-		- 1,411	-	-	55,658	69,342
   Susan Oliver (AM)(5)	104,727	-		- 3,649	-	(135,187)	66,875	40,064
   Executive
   Directors: Ian Campbell(4)	41,060	-		- 4,313	49	-	275,000	320,422
   Boyd White(2),(5)	67,961	-		- -	-	(202,780)	24,300	(110,519)
   Greg Watson(6)	211,769	-		- 24,934	13,804	77,292	265,313	593,112
   Geoffrey Drucker(7)	40,385	-		- 4,313	-	(180,249)	-	(135,551)
   Other Key
   Management
   Personnel:
   Lex Forsyth	44,226	-		- 5,332	4,485	-	150,000	204,043
   	551,038	-		- 47,245	18,338	(440,924)	1,241,291	1,416,988

   1. Includes annual leave.

   2. Includes project management and consulting fees, in respect of the development of the Company's green hydrogen project in Tasmania, of $41,063, engaged through an associated company White Lotus Solutions Pty Ltd (trading as New Energy Capital).

   3. Includes shares issued on completion of the RTO (all Non-executive Directors, Ian Campbell, Lex Forsyth and Greg Watson) and shares received in lieu of salary (Susan Oliver AM, Boyd White and Greg Watson).

   4. Represents remuneration from 13 May 2025 to 30 June 2025.

   5. Represents remuneration from 1 July 2024 to 13 May 2025.

   6. Represents remuneration from 1 July 2024 to 2 September 2024, and 2 September 2024 to 13 May 2025 as Managing Director and remuneration as CFO & Company secretary from 13 May 2025 to 30 June 2025.

   7. Represents remuneration from 1 July 2024 to 2 September 2024.

   8. Includes the reversal of the expense on the loan share plan for the Directors who have resigned.

Short-term benefits

Post-employment benefits

Long-term

benefits Share-based payments

1. Includes annual leave.

2. Includes consulting fees of $222,313, engaged through an associated company White Lotus Solutions Pty Ltd (trading as New Energy Capital) as Project Manager in respect of the development of a green hydrogen project in Tasmania.

3. Represents remuneration from 1 July 2023 to 1 May 2024. He was engaged through an associated company, Maxify Pty Ltd, to provide director services to the Company. Upon ceasing as a Director he retained the Loan Share Plan Shares granted to him. The balance of the expense associated with these shares was accelerated and captured in the 2024 financial year.

4. Represents remuneration from 1 July 2023 to 1 May 2024. The Group also engaged Pacific Energy Partners Pty Ltd to provide project management and consulting services in respect to the Company's geothermal well remediation; and contract preparation and contract negotiations relating to the Company's green hydrogen projects, respectively ($302,350). 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. Upon ceasing as a Director, he retained the LSP Shares granted to him. The balance of the expense associated with these shares was accelerated and captured in the 2024 financial year.

There have been no long-term or short-term incentives agreed upon due to the early nature of the Company.

Service agreements

Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows:

Name: Ian Campbell

Title: Managing Director and CEO

Agreement commenced: 13 May 2025

Term of agreement: No fixed term

Details: Mr Campbell is paid an annual fee of $275,000 plus superannuation contribution (up to the contributions cap). Mr Ian Campbell was issued 1,375,000 New Shares on completion of the RTO (13 May 2025).

The Executive Services Agreement continues until terminated by either Mr Campbell or the Company. Unless termination is for illness or cause, Mr Ian Campbell is entitled to a minimum notice period of 4 months from the Company, and the Company is entitled to a minimum notice period of 4 months from Mr Campbell.

The Executive Services Agreement otherwise contains provisions that are usual for agreements of this nature.

Name: Boyd White

Title: Former Executive Chairman

Agreement commenced: 15 May 2023 and terminated on 13 May 2025 Term of agreement: N/A

Details: Mr White was engaged through an associated company, White Lotus Solutions Pty Ltd (trading as New Energy Capital).

Mr White's Executive Services Agreement 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).

In addition, Mr White was paid monthly for his Chairman services. For the period 1 July 2024 to 31 August 2024, the amount paid was based on a per annum rate of $54,000. Effective 1 September 2024 the per annum rate reduced to $48,600, with 16,200,000 ReNu Energy shares issued (pre-share consolidation) in lieu of Chairman fees for the period 1 September 2024 to 31 December 2024.

The Executive Services Agreement provided for each party to terminate by giving 4 weeks' notice. The engagement provided for immediate termination if Mr White engaged in misconduct or ceased to be a Director.

The Executive Services Agreement otherwise contained provisions that are usual for agreements of this nature.