Renaissance United LimitedSGX: I11

Annual Report 2024

· MarketScreener

ANNUAL REPORT

2024

CONTENTS

02

03

06

08

41

43

Corporate Information Letter to Shareholders Financial Review Sustainability Report Directors' Statement Independent Auditors' Report

49

Consolidated Statement of Profit or Loss

and Other Comprehensive Income

50

Statements of Financial Position

51

Consolidated Statement of Changes in

Equity

52

53

55

120

159

161

Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements

Corporate Governance

Shareholders' Information

Notice of Annual General Meeting

Proxy Form

CORPORATE

INFORMATION

DIRECTORS

Mr. James Moffatt Blythman

(Executive Director & Chief Financial Officer)

Mr. Sazali Bin Mohd Nor

(Non-Executive and Independent Director)

Mr. Aswath Ramakrishnan

(Non-Executive and Independent Director)

Mr. Koh Beng San

(Non-Executive and Independent Director)

COMPANY SECRETARY

Mr. Allan Tan Poh Chye

REGISTERED OFFICE

16 Kallang Place #05-10/18

Kallang Basin Industrial Estate

Singapore 339156

Telephone number: (65) 6264 2711

Facsimile number : (65) 6302 9777

Electronic mail address: corp@ren-united.com

Website: www.ren-united.com

SHARE REGISTRAR

Tricor Barbinder Share Registration Services

9 Raffles Place, Republic Plaza, Tower I, #26-01,

Singapore 048619.

AUDITOR

Baker Tilly TFW LLP

Chartered Accountants of Singapore

600 North Bridge Road

#05-01 Parkview Square

Singapore 188778

Partner-in-charge : Mr. Heng Bao Sheng (Appointed since financial year ended 30 April 2024)

2

RENAISSANCE UNITED LIMITED

ANNUAL REPORT 2024

LETTER TO

SHAREHOLDERS

Dear Shareholders,

The financial performance of Renaissance United Limited (the "Company") together with its subsidiaries (the "Group") is tied to its three principal operating subsidiaries as follows:

• Capri Investments LLC ("Capri")

Capri Investments L.L.C., in which the Group holds a 100% equity interest, is engaged in property development of its Falling Water Project located in Pierce County, near the cities of Seattle and Tacoma in the State of Washington, USA.

During the year under review, two major milestones were realized by Capri namely the resolution of legal proceedings and the sale of the Tract B sale of the Falling Water Plat/Planned Development District ("PDD") to KBHPNW LLC ("KB"), a subsidiary of USA national home builder KB Home. The aggregated purchase price paid by KB Home for the development tract consisting of 97 single family home entitlements is US$9,471,115 (Approx. S$12,748,121). Further, Capri also received the balance of the proceeds from partial sale, being a sum of US$1,280,000 (Approx. S$1,722,880).

Due to the complexities and uncertainties associated with prolonged legal proceedings, the nature of trial by jury, the disparate rulings of the various interlocutory proceedings, the costs of litigation, the potentiality of the Falling Water Project's entitlements expiring as a result of prolonged legal proceedings, including appeals anticipated to be made by the prevailing party to the Legal Suit, the Board and management have concluded that the Settlement was in the interest of the Company and Capri. The decision was made primarily to avoid ongoing costs, potential disruptions to Capri's business and the uncertainties of the final outcome of trial by jury. Please refer to the Company's announcement dated 12 February 2024 for further details.

The Company is working with its advisors to further develop the remaining acreage permitted under the local zoning.

• Hubei Zonglianhuan Energy Investment Management Inc. ("HZLH")

The Group's wholly-owned subsidiary Excellent Empire Limited, via its 100% owned subsidiary China Environmental Energy Protection Investment Limited ("CEEP"), holds 65% equity interest in HZLH. HZLH in turn holds a 100% equity interest in four companies supplying natural gas under 30-year exclusive contracts with the cities of Anlu, Dawu, Xiaochang, and Guangshui in Hubei Province, People's Republic of China ("PRC").

HZLH's FY24 revenue of S$65.9 million increased marginally when compared to S$60.4 million in FY23. Lower installation revenue has been offset in higher selling prices and demand from commercial and industrial customers. However, seasonal higher upstream gas prices negatively impacted profitability.

As foreshadowed in previous announcements, China's policymakers have been considering reforming gas downstream pricing governance with a view to shifting towards a price linking mechanism. Hubei Provincial Development and Reform Commission and Xiaogan Municipal Development and Reform Commission have sought comments and held hearings with relevant stakeholders. The Management of HZLH have been engaging with their respective government departments about implementation of the new pricing policy permitted under local zoning and an application is expected by end of the calendar year. The new pricing policy should resolve margin squeeze during the winter period where historically China experiences shortages. China central policy makers are still resolved on Natural Gas being a key part of their energy mix. Several key infrastructure projects such as LNG receiving terminals have come online and the central government continues to negotiate bi-lateral supply contracts both which will mitigate gas shortages seen in previous periods.

RENAISSANCE UNITED LIMITED

ANNUAL REPORT 2024

3

LETTER TO

SHAREHOLDERS

• ESA Electronics Pte. Ltd. ("ESA")

The Company holds an 81.25% equity interest in ESA. ESA is a Singapore incorporated company engaged in the business of assembling and trading of semiconductor products and providing consultancy services to the semiconductor industry. ESA also acts as agents and distributors of semi-conductorback-end equipment such as vision inspection systems and test systems.

ESA's revenue improved slightly with FY24 revenue of S$15.4 million compared to S$13.8 million in FY23, driven by higher equipment sales to its existing customer base.

The China market will remain a key focus for ESA as China still remains committed to semi-conductor self- sufficiency.

Strategic Initiatives

  1. Entry into exclusive marketing agreement with Maxstar International Sdn Bhd
    As announced on 2 July 2024 the Company's wholly owned subsidiary Renaissance United Washington ("RUW") entered into an exclusive marketing agreement with Maxstar International Sdn Bhd ("Maxstar").
    The rationale for the Group venturing into the marketing and distribution of the Products is because in the course of its real estate development and sale business, it has established contacts with large
    American home developers who have enquired if the Group had any contact with manufacturers of kitchen cabinetry in Malaysia as well as other building products.
  2. Pelangi acquisition
    On 26 June 2024, the Company announced that its wholly owned subsidiary, Renaissance United Assets Sdn. Bhd. ("RUA") entered into a sale and purchase agreement dated 25 June 2024 (the "Pelangi Acquisition") with Pelangi Sdn Bhd ("Pelangi") for the purchase of a parcel of land and a commercial building ("Building") which is under development by Pelangi on the said land. Pelangi is a subsidiary of SP Setia Berhad., a well-known property developer in Malaysia. As disclosed in the 26 June 2024 announcement, when completed, the Group intends to lease out spaces within the Building as shops and offices. Please refer to the Company's announcement on 26 June 2024 for more information on the
    Pelangi Acquisition.
    Expansion into new markets and diversification of property business
    In entering into the Exclusive Marketing Agreement and making the Pelangi Acquisition, the Group is preparing to convene an extraordinary general meeting to seek the approval of shareholders for:
    1. a proposed geographical expansion of its current property development and sale business carried on in the USA into areas to include Singapore, Australia, Sri Lanka, Vietnam, Cambodia, and the People's Republic of China. (the "Proposed Geographical Expansion"); and
    2. a proposed diversification of the Group's property development and sale business to include the acquisition and development of commercial properties for rental, management and the distribution of certain home interior products, such as kitchen cabinetry and other home interior products and services (the "Proposed Property Business Diversification").

4

RENAISSANCE UNITED LIMITED

ANNUAL REPORT 2024

LETTER TO

SHAREHOLDERS

Outlook and Acknowledgment

The Group believes that the Proposed Geographical Expansion and the Proposed Property Business Diversification will enhance its property development and sales business. These initiatives will broaden the Group's horizons, and by diversifying its current scope to include the development of commercial properties and distribution of home interior products and services, it is believed that they will allow the Group to:

  • Capture opportunities. The nature of the real estate and property business is dynamic, where prompt investment decisions are required. The selected new markets are characterized by their growing economies and/or vibrant, albeit mature, real estate sectors, offering opportunities for the generation of new and sustainable revenue streams through rental income, capital appreciation, and the provision of property-related services. This strategic move is aimed at positioning the Group for a more robust and sustainable future.
  • Wider network of contacts and opportunities. Entering the new markets also brings with it new contacts, clients, and business opportunities, which can bring further opportunities of other businesses, including sustainable and green businesses for the Group to consider and enter into, with shareholders' approval, if it should come to pass.
  • Maintain industry relevance. The real estate and property industry is constantly evolving, especially after the COVID-19 pandemic. Expanding its geographic reach will help the Group stay relevant and competitive, and capitalise on new trends, such as smart and sustainable homes and offices, with eco-friendly features, or homes with dedicated workspaces or with flexible layouts that can be adapted into workspaces.

On behalf of the Board, I would like to thank the management and stafff of our businesses. Thank you also to our shareholders, key partners, customers and suppliers who have supported us throughout the year.

James Moffatt Blythman

Executive Director and Chief Financial Officer

On Behalf of the Board

15 August 2024

RENAISSANCE UNITED LIMITED

ANNUAL REPORT 2024

5

FINANCIAL

REVIEW

For the financial year ended 30 April 2024 ("FY24"), the Group achieved a Turnover of S$93.4 million, which was S$19.2 million or 25.9% higher than the Turnover of S$74.2 million recorded for the corresponding financial year ended 30 April 2023 ("FY23"). The Group's Turnover was mainly attributable to the following subsidiaries:

ESA Electronics Pte. Ltd. ("ESA") recorded a 11.6% increase in Turnover of S$1.6 million to S$15.4 million in FY24, as compared to a Turnover of S$13.8 million recorded in FY23. The increase was mainly due to increased demand of burn-in boards by semi-conductor manufacturers in the current year;

Capri Investment L.L.C (''Capri") recorded a Turnover of S$12.1 million in FY24 and NIL in FY23 as there was no finalised sales agreement with home builders in the previous year;

Excellent Empire Limited (''EEL"), via its wholly-owned subsidiary, China Environmental Energy Protection Investment Limited ("CEEP"), which in turn through its China subsidiaries supplies natural gas to households, commercial and industrial users in Anlu, Dawu, XiaoChang and Guangshui cities in Hubei, PRC, achieved a Turnover of S$65.9 million in FY24, as compared with S$60.4 million in FY23. The 9.1% increase in Turnover of S$5.5 million was mainly due to increase in natural gas sales.

The Group recorded a Loss before Income Tax of S$8.7 million in FY24 and S$7.3 million in FY23.

The Group recorded a Loss after Income Tax of S$9.9 million in FY24, and S$7.9 million in FY23.

Correspondingly, the Group had Loss Attributable to Shareholders of S$6.8 million in FY24 and S$6.1 million in FY23 and Loss per Share of 0.110 Singapore cents in FY24 and 0.098 Singapore cents in FY23.

Other income increased by S$0.2 million to S$0.6 million in FY24, as compared with S$0.4 million FY23. This was mainly due to increase of S$0.1 million in sundry income and S$0.3 million payables written back in the Group companies offset by S$0.2 million decrease in recovery of legal costs in Capri.

The Group's Total Cost and Expenses increased by S$20.9 million to S$102.7 million in FY24, compared with S$81.8 million in FY23. This was mainly due to:

  1. S$6.8 million increase in the changes in inventories, raw materials and consumables, which is in line with the increase in turnover of semi-conductor business of ESA and the natural gas business of China subsidiaries;
  2. S$4.3 million property development costs in Capri in FY24 and NIL in FY23;
  3. S$1.0 million decrease in amortisation of intangible assets relating to land use rights and service concession arrangements of China subsidiaries;
  4. S$3.9 million increase in impairment loss of intangible assets mainly from the gas distribution and licensing rights of the China subsidiaries;

6

RENAISSANCE UNITED LIMITED

ANNUAL REPORT 2024

FINANCIAL

REVIEW

  1. S$0.7 million increase in depreciation of fixed assets mainly from the China subsidiaries;
  2. S$0.2 million decrease in impairment loss of trade receivables of ESA from a S$0.1 million impairment loss in FY23 to a reversal of S$0.1 million impairment loss in FY24;
  3. S$0.6 million decrease in foreign exchange loss arising from the revaluation of foreign currency denominated balances primarily in:
    1. United States Dollars ("US$"), at exchange rates of 1 US$ to S$ which strengthened from S$1.337 to S$1.361 (FY23: weakened from S$1.379 to S$1.337)
    2. Chinese Renminbi ("RMB"), at exchange rates of 1 RMB to S$ which weakened from S$0.193 to S$0.188 (FY23: weakened from S$0.210 to S$0.193).
  4. S$0.3 million increase in employee benefit expenses mainly from China subsidiaries;
  5. S$4.8 million legal settlement costs in Capri in FY24 pertaining to a legal suit settlement with Sawyer Falls as announced on 12 February 2024;
  6. S$1.9 million increase in other operating expenses due to increases in Capri of S$0.6 million property taxes and commissions, S$0.9 million increase in professional and legal fees mainly from Capri, S$0.2 million increase in safety production expenses of China subsidiaries, S$0.1 million increase in travelling expenses and net S$0.1 million increase in general and administrative expenses of the Group's subsidiaries.

As at 30 April 2024, the Total Assets of the Group were S$90.1 million (FY23: S$100.2 million). The Net

Current Liabilities of the Group as at 30 April 2024 were S$13.2 million (FY23: S$10.0 million), of which

S$17.7 million (FY23: S$12.7 million) was held as cash and cash equivalents.

The Group's total borrowings of S$25.8 million (FY23: S$22.5 million) consist of mainly bank loans and overdrafts obtained by subsidiaries in PRC and ESA. The Group's gearing ratio as at 30 April 2024, based on net debt divided by total capital is 0.45 times (FY23: 0.41 times). Net debt is calculated as total borrowings, lease liabilities and trade and other payables less cash and cash equivalents. Total capital is calculated as equity to owners of the parent plus net debt.

As at 30 April 2024, the total equity of the Group was S$36.4 million, as compared to S$46.6 million in FY23. The decrease was mainly due to a current year loss of S$9.9 million and S$0.3 million translation loss in other reserve and non-controlling interests.

The net asset value per share is S$0.004 in FY24 (FY23: S$0.005) and the total issued share capital of the

Company is 6,180,799,986 (FY23: 6,180,799,986) ordinary shares.

RENAISSANCE UNITED LIMITED

ANNUAL REPORT 2024

7

SUSTAINABILITY

REPORT

1. OUR BUSINESS

1.1 Background

Renaissance United Limited ("RUL", the "Company"), together with its subsidiaries (collectively known as the "Group" or "We"), are an investment holding group with a diversified portfolio of strategic investments. Our investment portfolio comprises strategic stakes in various key sectors as follows:

  • We supply gas to residential and commercial users in the People's Republic of China ("China"), hereinafter referred to as (the "Gas Distribution");
  • We specialise in burn-in board design and manufacturing for the semiconductor industry ("Electronics and Trading"); and
  • We develop residential real estate in the United States of America ("USA"), herein after referred to as (the "Property Development").

Our geographical presence is as follows:

8

RENAISSANCE UNITED LIMITED

ANNUAL REPORT 2024

Earlier from Renaissance United

All Renaissance United news releases