Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
1
Registered number: 13723431
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
for the year ended 31 December 2025
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
2
Contents
Page
Company Information
3
Chairman’s statement
4
Strategic report
5 – 11
Directors’ report
12 - 19
Corporate Governance Statement
20 - 24
Directors’ remuneration report
25 - 27
Statement of Directors’ responsibilities
28 - 29
Independent auditor’s report
30 – 35
Statement of comprehensive income
36
Statement of financial position
37
Statement of changes in equity
38
Statement of cash flows
39
Notes to the financial statements
40 - 52
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
3
Company Information
Directors
John Croft
(Non-Executive Chairman)
Suresh Withana
(Non-Executive Director)
Philip Pooley
(Non-Executive Director)
Company Secretary
BKL Company Services Ltd
Registered Office
35 Ballards Lane
London N3 1XW
Registered Number
13723431
Independent Auditors
PKF Littlejohn LLP
Statutory Auditor
30 Churchill Place
Canary Wharf
London
E14 5RE
Legal Advisers
DMH Stallard LLP
6 New Street Square
New Fetter Lane
London EC4A 3BF
Principal Bankers
Barclays Bank Plc
Leicester LE87 2BB
Registrars
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen B62 8HD
Broker
Shard Capital Partners LLP
23rd Floor
20 Fenchurch Street
London EC3M 3BY
Company Website
https://aurarenewables.com/
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
4
Chairman’s Statement
It is my pleasure to present the audited results for Aura Renewable Acquisitions Plc (the “Company” or
“Aura”) for the year ended 31 December 2025.
The Company has continued to seek suitable acquisition and investment targets while operating with
minimal overheads. In the year to 31 December 2025, the Company incurred a loss before taxation of
£147,867 (2024: £185,092). At 31 December 2025, the Company retained cash resources of £335,367
(2024: £485,642).
During 2025 the Company announced that it had terminated discussions with Zero Carbon Capital
Limited, since when no further acquisition targets were identified.
As mentioned in last year’s Annual Report the board has widened the Company’s stated acquisition
criteria beyond the global renewable energy sector supply chain in order to expand the range of potential
acquisition targets The Board has engaged with a number of potential acquisition targets in recent
months and we are hopeful of identifying a target for a qualifying transaction during 2026.
In November 2025 the composition of the Board was changed by the resignation of Directors David
Fitzsimmons, Guy Ranawake and Robin Stephens. At the same time Philip Pooley and Suresh Withana
joined the Board. Both of the joining Directors represent the interests of Harmony Capital Partners Ltd.
which is Aura’s founding and largest shareholder.
I would like to thank my fellow board members and our advisers for their assistance during 2025 and look
forward to providing an update on progress in due course.
Yours sincerely
John Croft
Non-Executive Chairman
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
5
Strategic Report
Business review and future developments
During the year ended 31 December 2025, the Company has operated with minimal overheads while the
Board has reviewed several acquisition opportunities and held early-stage discussions with a number of
parties. At this date, however, a suitable opportunity to progress an acquisition has not been identified
and the Directors will provide an update to shareholders once any discussions reach a more advanced
stage.
Strategy
The Company is a Special Purpose Acquisition Company (“SPAC”). The purpose of the Company was
originally to seek out suitable acquisition targets in the renewable energy sector. The board has now
widened the acquisition criteria beyond the global renewable energy sector supply chain in order to
expand the range of potential acquisition targets The Board has engaged with a number of potential
acquisition targets in recent months and we are hopeful of identifying a target for a qualifying transaction
during 2026.
The aim is to create value by building a group of significant scale that will serve UK and international
markets.
The Company intends to leverage the deep industry knowledge of its Board to undertake due diligence
on the commercial attributes of a target entity’s business and the Company will engage professional
advisory firms to undertake legal and financial due diligence.
The Company anticipates considering a number of potential opportunities but will only seek to move to
a more formal but non-binding letter of intent stage with targets which meet its internal acquisition
criteria.
Whilst the Company’s internal acquisition criteria is necessarily wide, the Directors consider that the
commercial potential and appeal of a target’s products or services and the attributes of a target’s
founders/management team are key aspects in evaluating any potential target.
Following its first acquisition, which will see the Company go from being considered a SPAC to being the
holding company of an operational business, the Directors may continue to seek out further
opportunities which may be bolt-on acquisitions to the acquired business, so as to create a platform, or
constitute a separate standalone division. Whilst the first acquired business may enable the Company to
build a platform in order to undertake complementary acquisitions, there is no specific number of such
further acquisitions currently envisaged and no specific timeframe over which those acquisitions may be
made.
Whether the first acquisition is followed by further bolt-on acquisitions will depend greatly on the profile
and needs of that initial target. Once acquired, there may be a compelling reason to seek further
complementary businesses. However, it is also possible that the Directors will concentrate on the
business of the enlarged group following the initial Acquisition and seek to grow that organically.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
6
Strategic Report (continued)
Principal risks and risk management
The Directors have identified the following as the key risks facing the business:
Risk
Description and mitigation
Risk of being a
SPAC under UKLR
Chapter 22
As a SPAC, the Company is focused on completing a qualifying acquisition or risk
delisting. There is however no specified timeline for a company in the transition
category to complete such an acquisition.
Acquiring less
than controlling
interests
The Company may acquire either less than whole voting control of, or less than a
controlling equity interest in, a target, which may limit the Company’s operational
strategies and reduce its ability to enhance shareholder value. This risk is
managed by focusing on opportunities that give the Company a controlling
interest using the Directors’ experience in making such acquisitions.
Inability to fund
operations post-
acquisition
The Company may be unable to fund the operations post-acquisition of the target
business if it does not obtain additional funding, however, the Company will
ensure that appropriate funding measures are taken to ensure minimum
commitments are met.
The Company’s
relationship with
the Directors and
conflicts of
interest
The Company is dependent on the Directors to identify potential acquisition
opportunities and to execute an acquisition.
The Directors are not obliged to commit their whole time to the Company’s
business; they will allocate a portion of their time to other businesses which may
lead to the potential for conflicts of interest in their determination as to how
much time to assign to the Company’s affairs. However, the Board has established
an Independent Acquisitions Committee which will consider potential acquisition
targets where a Director has a conflict.
Suitable
acquisition
opportunities
may not be
identified or
completed
The Company’s business strategy is dependent on the ability of the Directors to
identify suitable acquisition opportunities. If the Directors are not able to identify
a suitable acquisition target, the Company may not be able to fulfil its objectives.
Furthermore, if the Directors identify a suitable target, the Company may not
acquire it at a suitable price or at all. In addition, if an acquisition is identified and
subsequently aborted, the Company may be left with substantial transaction
costs. The Board of Directors has considerable experience in corporate finance
activities and in managing acquired business which is expected to benefit the
Company and minimise these risks.
Risks inherent in
an acquisition
Although the Company and the Directors will evaluate the risks inherent in a
particular target, they cannot offer any further assurance that all of the significant
risk factors can be identified or properly assessed. Furthermore, no assurance can
be made that an investment in Ordinary Shares in the Company will ultimately
prove to be more favourable to investors than a direct investment, if such an
opportunity were available, in a target business. The experience of the Board both
in terms of relevant sector experience and corporate finance skills are key to
managing these risks.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
7
Strategic Report (continued)
Principal risks and risk management (continued)
Risk
Reliance on external
advisors
Reliance on income
from the acquired
activities
Restrictions in offering
Ordinary Shares as a
consideration for an
acquisition or
requirements to
provide alternative
consideration
Key performance indicators
At this stage in its development, the Company is focusing on the evaluation of various acquisition
opportunities. As and when the Company executes its first substantial acquisition, financial, operational,
health, safety, and environmental KPIs will become more relevant and reported upon as appropriate. As
a result, the Directors are of the opinion that cash burn and cash runway represent the Company’s KPIs.
As at 31 December 2025, the Company’s cash and cash equivalents were approximately £335,000 (31
December 2024: £485,000).
Gender analysis
A split of our Directors by gender at the end of the financial year is: Male: 3 and Female: nil. The Board
recognizes the need to operate a gender diverse business, and will ensure this is reviewed following an
acquisition. The Board will also ensure any future employment considers the necessary diversity
requirements and compliance with all employment law. The Board is satisfied that it has the experience
and sufficient training and qualifications to operate this business at this early stage. More details will be
disclosed in the future annual reports once the Company completes an acquisition.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
8
Strategic Report (continued)
Corporate social responsibility
The Company aims to conduct its business with honesty, integrity, and openness, respecting human
rights and the interests of shareholders and employees. The Company aims to provide timely, regular,
and reliable information on the business to all its shareholders and conduct its operations to the highest
standards.
Once the Company makes an acquisition and has employees, it aims to establish a diverse and dynamic
workforce with the experience and knowledge of the business operations and markets in which we
intend to operate.
Corporate environmental responsibility
In line with the Company’s early stage of development, there have been no instances of non-compliance
in respect of environmental matters.
The Company’s policy is to minimize the risk of any adverse effect on the environment associated with
its activities with a thoughtful consideration of such key areas as energy use, pollution, transport,
renewable resources, health and wellbeing. The Company also aims to ensure that its suppliers and
advisers meet with their legislative and regulatory requirements and that codes of best practice are met
and exceeded.
Climate-related Financial Disclosures (UKLR 6.6.6R)
The Board acknowledges the requirements of Financial Conduct Authority UKLR 6.6.6R to include
disclosures consistent with the recommendaons of the Task Force on Climate-related Financial
Disclosures (“TCFD”), or to explain any areas of non-compliance.
Statement of non-compliance
For the year ended 31 December 2025, the Company has not included disclosures consistent with the
TCFD recommendaons and recommended disclosures and is therefore not in compliance with UKLR
6.6.6R.
Explanaon for non-compliance
The Board considers this approach appropriate at the current stage of the Company’s development for
the following reasons:
- The Company is a special purpose listed acquision vehicle and, as at the reporng date, does
not operate any underlying trading assets. Accordingly, it does not currently have a meaningful
exposure to climate-related risks and opportunies that can be assessed or quaned on a
reliable basis.
- The Company has not yet established formal governance structures, risk management processes
or internal controls specically designed to idenfy, assess and manage climate-related risks in a
manner consistent with the TCFD framework.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
9
Strategic Report (continued)
Climate-related Financial Disclosures (UKLR 6.6.6R) (connued)
- The Company does not currently have access to suciently reliable, complete or decision-useful
climate-related data, including greenhouse gas emissions data, either at the Company level or in
respect of prospecve acquision targets.
- In light of its size and stage of development, the Company has priorised capital and resources
towards the idencaon and execuon of an appropriate acquision, and has not yet
implemented a standalone TCFD reporng framework.
Steps towards future compliance
The Board is commied to progressing towards TCFD-aligned disclosures and will establish a
proporonate, phased approach, including:
- Governance: allocaon of Board-level responsibility for climate-related maers and
incorporaon of climate consideraons into Board agendas as appropriate;
- Investment process: integraon of climate-related risk and opportunity assessment into
investment appraisal and due diligence procedures for potenal acquisions;
- Framework development: development of a proporonate climate risk framework and risk
register aligned, where appropriate, with TCFD concepts; and
- External support: engagement of external advisers, as required, to support the design of metrics,
data collecon processes and disclosures following compleon of an acquision.
Expected meframe
The Company expects to make progressive disclosures as its strategy is executed. In parcular:
- Inial TCFD-aligned disclosures (principally governance, strategy and risk management) are
expected within the rst full nancial year following compleon of a material acquision; and
- More complete alignment, including metrics and targets, is expected within 24–36 months of
acquiring a substanve operang business, subject to the availability and reliability of underlying
data.
The Board will keep this posion under review and will provide updated disclosures in future Annual
Reports as the Company’s acvies develop.
Other non-financial information
The Company does not yet have any business operations or employees. The Board acknowledges that a
strong business relationship with current and future service providers and future customers is a vital part
of the growth. We value the feedback we receive from our stakeholders, and we take every opportunity
to ensure that where possible their wishes are duly considered.
Policies and procedures have been established to ensure strong corporate governance including anti-
corruption and anti-bribery matters.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
10
Strategic Report (continued)
Section 172(1) Statement – Promotion of the Company for the benefit of the members as a whole
When making decisions the Company takes into account the impact of its activities on the community,
the environment and the Company’s reputation for good business conduct. In this context, acting in good
faith and fairly, the Directors consider what is most likely to promote the success of the Company for its
members in the long term.
The Directors believe they have acted in the way most likely to promote the success of the Company for
the benefit of its members as a whole as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
• Consider the likely consequences of any decision in the long-term;
• Act fairly between the members of the Company;
• Maintain a reputation for high standards of business conduct;
• Consider the interests of the Company’s employees;
• Foster the Company’s relationships with suppliers, customers and others; and
• Consider the impact of the Company’s operations on the community and the environment.
The Company has operated as a cash shell throughout the year ended 31 December 2025.
The pre-revenue nature of the business as a shell, prior to the completion of its acquisition strategy, is
important to the understanding of the Company by its members and suppliers, and the Directors were
as transparent about the cash position and funding requirements.
Decision Making and Implementation
The Board is collectively responsible for the decisions made towards the long-term success of the
Company and how the strategic, operational and risk management decisions have been implemented
throughout the business is detailed in this Strategic Review on page 6.
The application of the s172 requirements can be demonstrated in relation to some of the key decisions
made during the year ended 31 December 2025. In particular, any contracts for third-party advisory
services provided have been undertaken with a clear cap on financial exposure.
As a Company, the Board seriously considers its ethical responsibilities to the communities and
environment.
Maintaining High Standards of Business Conduct
The Board places great importance on this aspect of corporate life, where failure could put the Company
at risk, and seeks to ensure that this flows through all its business interactions and at all levels of the
Company. The Board upholds the importance of sound ethical values and behaviour not only because it
is important to the Company to successfully achieve its corporate objectives and to transmit this culture
throughout the organisation, but also to set a benchmark and send a signal of what it will and will not do
in the jurisdictions in which the Company may operate.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
11
Strategic Report (continued)
Maintaining High Standards of Business Conduct (continued)
The Company is incorporated in the UK and governed by the Companies Act 2006 which requires the
Company to conform with the various statutory and regulatory provisions in the UK. The Company has
adopted the Quoted Companies Alliance Corporate Governance Code 2023 (the ‘QCA Code’) and the
Board recognises the need to maintain a high standard of corporate governance as well as to comply with
the Listing Rules to safeguard the interest of the Company’s stakeholders.
The corporate governance arrangements that the Board has adopted, and observance of applicable
regulatory requirements also form part of the corporate culture, requiring a standard of behaviour when
interacting with suppliers, business partners, service providers, regulators and others. For example, the
Company has adopted an Anti-Corruption and Bribery Policy and Whistleblowing Policy that dictate
acceptable behaviour as well as the Share Dealing Code for Directors and employees, and in accordance
with the requirements of the Market Abuse Regulations, which came into effect in 2016.
Shareholder Engagement
The Board places equal importance on all shareholders and recognises the significance of transparent
and effective communications with shareholders. There is a need to provide fair and balanced
information in a way that is understandable to all stakeholders and particularly our shareholders. The
Board recognises that it is accountable to shareholders for the performance and activities of the
Company and is committed to providing effective communication with its shareholders. Significant
developments are disseminated through stock exchange announcements. Any changes to the Board and
Board Committees, changes to major shareholder information, QCA Code disclosure updates are
promptly published via Regulatory News Service announcements and the website to enable the
shareholders to be kept abreast of the Company’s affairs. The Company’s Annual Report and Notice of
Annual General Meetings (AGM) are available to all shareholders and the Interim Report can be
downloaded from the Company’s website https://aurarenewables.com
Shareholders can attend the Company’s Annual General Meetings and any other shareholder meetings
held during the year, where they can formally ask questions, raise issues and vote on the resolutions as
well as engage in a more informal one-to-one dialogue with the Directors.
The Directors are fully aware of their responsibilities to promote the success of the Company in
accordance with section 172 of the Companies Act 2006. The Board continuously reflects on how the
Company engages with its stakeholders and opportunities for enhancement in the future. As required,
the Company’s external advisors and the Company Secretary will provide support to the Board to help
ensure that sufficient consideration is given to issues relating to the matters set out in s172(1)(a)-(f). The
Board regularly reviews the Company’s principal stakeholders and how it engages with them. This is
achieved through information provided via Regulatory News Service announcements, Corporate
Presentations, and Shareholder Meetings and teleconferences and also by direct engagement with
stakeholders themselves.
This report was approved by the Board of Directors on 30 April 2026 and signed on its behalf by:
………………………………………….
John Croft, Director
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
12
Directors’ Report
The Directors present their Annual Report together with the financial statements of the Company for the
year ended 31 December 2025. The Company’s Corporate Governance Statement is set out on pages 20
to 23.
The Company was incorporated in England and Wales on 4 November 2021 with registration number
13723431 as a public company limited by shares.
Principal activity
The Company intends to act as the holding company for various target businesses in any sector with
proven business models and strong management teams.
An indication of the likely future developments in the business of the Company is included in the Strategic
Report and Chairman’s Statement.
Results and dividends
The results for the year are set out in the Statement of Comprehensive Income. The Directors do not
recommend the payment of a dividend on the Ordinary Shares.
Financial instruments and risk management
An explanation of the Company’s financial risk management objectives, policies and strategies and
information about the use of financial instruments by the Company is given in Note 11 to the Financial
Statements.
Share capital structure
The Company was incorporated on 4 November 2021 under the UK Companies Act 2006.
Details of the current issued share capital of the Company are set out in Note 10 to the financial
statements. £150,000 of £1 Ordinary Shares are in issue (divided into 10,500,000 issued Ordinary Shares
of 1p each and 45,000 non-voting Deferred Shares of £1 each). All of the issued Ordinary Shares are in
registered form, and capable of being held in certificated or uncertificated form. The Registrar is
responsible for maintaining the share register. The ISIN number of the Ordinary Shares is
GB00BKPH9N11. The SEDOL number of the Ordinary Shares is BKPH9N1.
Directors
The Directors of the Company during the year were as follows:
- John Croft
- David Fitzsimons (resigned 6 November 2025)
- Guy Ranawake (resigned 17 November 2025)
- Robin Stevens (resigned 17 November 2025)
- Suresh Withana (appointed 19 November 2025)
- Philip Pooley (appointed 19 November 2025)
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
13
Directors’ Report (continued)
Director biographies
John Croft – Non-Executive Chairman
John Croft is an experienced chairman and non-executive director of both public and private companies.
He previously had a successful international career in the technology and financial services sectors.
John is Executive Chairman of Jade Road Investments Limited, an investment company listed on the
London AIM market, and has extensive experience in Asia, having served on the boards of companies
based in Malaysia, Hong Kong, China and Australia.
He became a non-executive director at Brazilian Nickel Plc in 2017, which is developing a Nickel Laterite
project in Northeast Brazil and has been a non-executive director at Golden Rock Global Ltd, a Special
Purpose Acquisition Company (SPAC) quoted with a Standard Listing from 2016.
He has previously held senior director level positions in Racal Electronics (1990 to 1996) and NCR
Corporation (1979 to 1989), following an early career in banking with HSBC (1972 to 1977) and Citibank
(1977 to 1979). He resides in the United Arab Emirates.
Suresh Withana – Non-Executive Director
Suresh Withana is a seasoned investment professional with more than 30 years of experience in private
equity, special situations and distressed investing, and investment banking. He has extensive board
advisory experience, supporting companies on governance, capital strategy, fundraising, and
international expansion across the UK, Europe, Asia, Oceania, and the Middle East.
He is the Managing Partner of Harmony Global Partners, the international investment firm he founded
in 2005. Through this role, Suresh provides capital solutions and strategic advisory services to high-
growth businesses, particularly in the technology and fintech sectors. He has also served as a board
adviser to Aura Renewable Acquisitions Plc and Jade Road Investments Ltd, both listed entities, focusing
on investment strategy, governance, and investor engagement.
Suresh previously held senior roles including Co-Head of Asia / Global Head of Special Situations at
Tikehau Capital, where he established and led the firm’s first Asian office, and Director in the Global
Special Situations Group at Mizuho International Plc, managing complex multi-asset investments. Earlier
in his career, he was a Vice President in the Investment Banking Division at Merrill Lynch International
Plc.
He holds a Bachelor of Economics and Bachelor of Laws from the University of Sydney. Australia.
Philip Pooley – Non-Executive Director
Phil has worked in the financial sector since 1992, beginning his career with Legal & General.
Subsequently he ventured into corporate finance and investment management. In 2003, Phil acquired a
stake in a small loss making corporate finance firm; the company expanded into a business with more
than £100 million in turnover and nearly 90 employees.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
14
Directors’ Report (continued)
After successfully exiting the company in 2013, he established Clarges Consulting, a company which acts
as an independent consultant for a range of financial and corporate clients.
Throughout his career, Phil has been involved in many IPOs, bringing deep expertise to companies
pursuing public listings and growth funding. His experience covers directorship roles in various UK
businesses. As a seasoned financier and board member, Phil continues to advise companies seeking
strategic funding.
Independence of the Board
As the Non-Executive Chairman is incentivised by the grant of Director Warrants, as described in Note 9
to the Financial Statements, his independence may be regarded as compromised. However, the Board
has established an Independent Acquisitions Committee which will consider potential acquisition targets
where a Director has a conflict.
It is intended that additional Directors, both executive and non-executive, will be appointed at the time
of the acquisition and that independence will be one of the factors considered at that time.
Directors’ fees
Each of the Directors have agreed not to be remunerated until such time as an acquisition is completed.
Subsequent entitlement to a fee will be considered by the Nomination and Remuneration Committee
after such an acquisition.
On 5 April 2022, each Director at the time entered into a letter of appointment with the Company. The
letters of appointment are capable of termination by either party giving to the other not less than three
months’ notice in writing, such notice not to be given earlier than the first anniversary of the Company’s
Admission.
Each Director is entitled to be granted Director Warrants at the discretion of the Nomination and
Remuneration Committee. The letters of appointment do not provide for any benefits on termination of
the appointment.
Directors’ interests
As at 31 December 2025, none of the Directors and their connected persons held any beneficial interests
in the ordinary share capital of the Company (2024: nil).
The Non-Executive Chairman was granted 262,500 Director Warrants in 2022, further details of which
are set out in the Directors Remuneration Report and in Note 10 to the Financial Statements. No other
directors have been granted any warrants. Details of such warrants, including the fair value at grant and
subsequently on their modification and the accounting treatment are provided in Note 10 to the financial
statements.
No Director currently has any share options, and no share options were granted to or exercised by a
Director in the year ended 31 December 2025.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
15
Directors’ Report (continued)
Substantial shareholders
The following had interests of 3 per cent or more in the Company’s issued share capital at 31 December
2025 and as at 20 April 2026, respectively, being the latest practicable date before the balance sheet
date. As at 31 December 2025:
Party Name
Number of Ordinary Shares
% of Ordinary Share
Capital
GHC Nominees Limited
5,048,000
48.1%
Harmony Capital Investments Limited
1,500,000
14.3%
Interactive Investor Services
Nominees Limited
757,808
7.2%
Hargreaves Lansdown (Nominees)
Limited
693,092
6.6%
Redmayne Bentley Nominees
603,000
5.7%
Stiffel Nicolaus Europe Limited
559,315
5.3%
Peel Hunt Holdings Limited
390,060
3.7%
As at 20 April 2026:
Party Name
Number of Ordinary Shares
% of Ordinary Share
Capital
GHC Nominees Limited
4,936,500
47.0%
Harmony Capital Investments Limited
1,500,000
14.3%
Peel Hunt Holdings Limited
1,243,791
11.8%
Redmayne Bentley Nominees
603,000
5.7%
Interactive Investor Services Nominees
Limited
524,202
5.0%
Winterflood Securities Limited
513,374
4.9%
Capital and returns management
The Company raised gross proceeds of £1,000,000 from the Placing and subscriptions in 2022. The
Directors believe that further equity capital raisings may be required by the Company for working capital
purposes as the Company pursues its objectives. Given that the anticipated operating costs of the
Company have been minimal, the Company has not required any further funding during the year ended
31 December 2025.
The Directors are authorised by a shareholder resolution dated 25 January 2022 to issue, or to grant
rights to subscribe for or to convert any security into, up to 977,220,000 Ordinary Shares following
Admission free of statutory pre-emption rights (this is the authority that remains after the authority to
issue, or to grant rights to subscribe for or to convert any security into, up to 1,000,000,000 Ordinary
Shares given by the resolution was used in part to allot the New Ordinary Shares and grant the Warrants).
The statutory pre-emption rights in relation to such issue have been disapplied by the shareholder
resolution, and therefore pre-emption rights do not apply for the issue or grant of rights to subscribe for
or to convert any security into, up to 977,220,000 Ordinary Shares following Admission.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
16
Directors’ Report (continued)
The Company expects that any returns for shareholders would derive primarily from capital appreciation
of the Ordinary Shares and any dividends paid pursuant to the Company’s dividend policy.
Liability insurance for Company officers
The Company has not obtained any third-party indemnity for its Directors at this stage and this will be
reviewed in due course.
Conflicts of Interest
On 23 March 2022, the Board established an Independent Acquisitions Committee to facilitate the
process of reviewing and assessing potential acquisitions that are introduced to the Company by one of
the Board of Directors or any of their connected parties. In the event of any such introduction by a
Director or their connected party, the relevant individual is automatically excluded from the deliberations
of the Independent Acquisitions Committee and will take no part in decisions as to whether to proceed
(or not proceed) and in relation to any commercial terms.
Political and charitable donations
The Company did not make any political donations or incur any political expenditure during the year.
Audit Committee
The Audit Committee consists of John Croft (Chair), Suresh Withana and Philip Pooley, each of whom
have recent and relevant financial experience. The Audit Committee Terms of Reference state that it will
meet at least two times a year at the appropriate times in the reporting and audit cycle.
The committee has responsibility for, amongst other things, the monitoring of the financial integrity of
the financial statements of the Company and the involvement of the Company’s auditors in that process.
It focuses in particular on compliance with accounting policies and ensuring that an effective system of
internal financial control is maintained. The ultimate responsibility for reviewing and approving the
annual report and accounts and the half-yearly reports, remains with the Board.
The terms of reference of the Audit Committee cover such issues as membership and the frequency of
meetings, as mentioned above, together with the requirements for any quorum for and the right to
attend meetings. The duties of the Audit Committee covered in the terms of reference are: financial
reporting, internal controls, internal audit, external audit and reserving. The terms of reference also set
out the authority of the committee to carry out its duties.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of John Croft (Chair), Suresh Withana and Philip
Pooley. The Nomination and Remuneration Committee Terms of Reference state that it will meet at least
twice a year once the Company has executed its first Acquisition.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
17
Directors’ Report (continued)
Nomination and Remuneration Committee (continued)
It will have responsibility for the determination of specific remuneration packages for each of the
directors and any senior executives or managers of the Company and its future group, including pension
rights and any compensation payments, and recommending and monitoring the level and structure of
remuneration for senior management, and the implementation of share option, or other performance-
related, schemes.
The Nomination and Remuneration Committee will also be responsible for considering and making
recommendations to the Board in respect of appointments to the Board, the Board committees and the
Chairmanship of the Board committees. It is also responsible for keeping the structure, size and
composition of the Board under regular review, and for making recommendations to the Board with
regard to any changes necessary.
The Nomination and Remuneration Committee also considers succession planning, taking into account
the skills and expertise that will be needed on the Board in the future.
The terms of reference of the Nomination and Remuneration Committee cover such issues as
membership and frequency of meetings, as mentioned above, together with the requirements for
quorum for and the right to attend meetings.
The duties of the Nomination and Remuneration Committee covered in the terms of reference relate to
the following: determining and monitoring policy on and setting levels of remuneration, early
termination, performance-related pay, pension arrangements, authorising claims for expenses from the
chief executive officer and chairman, reporting and disclosure, share schemes and appointment of
remuneration consultants. The terms of reference also set out the reporting responsibilities and the
authority of the committee to carry out its duties.
Independent Acquisitions Committee
The Independent Acquisitions Committee will consist of all Independent Directors in the event of a
potential Acquisition target being introduced to the Company by a Director or any of their affiliated
parties. In any such circumstances, the Independent Acquisitions Committee will have a full remit to
negotiate the terms of such transaction (including engaging and liaising with professional advisers, who
may also include affiliates of shareholders of the Company) and any conflicted or interested Director will
not be entitled to join or attend any meetings of the Committee.
The Directors are responsible for internal control in the Company and for reviewing effectiveness. Due
to the size of the Company, all key decisions are made by the Board. The Directors have reviewed the
effectiveness of the Company’s systems during the year under review and consider that there have been
no material losses, contingencies or uncertainties due to weaknesses in the controls.
Details of the Company’s business model and strategy are included in the Chairman’s Statement and
Strategic Report.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
18
Directors’ Report (continued)
Role of the Board
The Board sets the Company’s strategy, ensuring that the necessary resources are in place to achieve the
agreed priorities. It is accountable to shareholders for the creation and delivery of long-term shareholder
value. To achieve this, the Board directs and monitors the Company’s affairs within a framework of
control which enables risk to be reviewed and managed effectively.
Board meetings
The core activities of the Board are carried out in scheduled meetings and regular reviews of the business
are conducted. Additional meetings and conference calls are arranged to consider matters which would
require discussions outside of scheduled meetings. The Directors maintain frequent contact with each
other to discuss issues of concern and keep them fully briefed to the Company’s operations. All Directors
attended all Board meetings held.
Employee and greenhouse gas (GHG) emissions
The Company currently does not trade or have employees other than the Directors. Therefore, the
Company has minimal carbon or greenhouse gas emissions, and it is not practical to obtain emissions
data at this stage. Greenhouse gas emissions, energy consumption and energy efficiency disclosures have
not been given because the Company consumed less than 40,000 kWh of energy during the year.
Equal opportunity
The Company promotes a policy for the creation of equal and ethnically diverse employment
opportunities including with respect to gender. When the Company employs any staff, it will promote
and encourage employee involvement wherever practical as it recognises employees as a valuable asset
and is one of the key contributions to the Company’s success.
Going concern
After making enquiries, the Directors have a reasonable expectation that the Company has adequate
resources to continue in operational existence for the foreseeable future. Further details are given in
Note 2 to the financial statements. For this reason, the Directors continue to adopt the going concern
basis in preparing the financial statements.
Statement as to disclosure of information to auditors
The Directors confirm that:
• there is no relevant audit information of which the Company’s statutory auditor is unaware; and
• each Director has taken all the necessary steps he ought to have taken as a Director in order to
make himself aware of any relevant audit information and to establish that the Company’s
statutory auditor is aware of that information.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
19
Directors’ Report (continued)
Auditors
The auditors, PKF Littlejohn LLP have expressed their willingness to continue in office and a resolution to
reappoint them will be proposed at the Annual General Meeting.
Approved on behalf of the Board of Directors on 30 April 2026 by:
………………………………..
John Croft, Director
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
20
Corporate Governance Statement
The Board supports high standards of corporate governance. To this end the Company has adopted and
complies with the Quoted Companies Alliance Corporate Governance Code 2023 (the “QCA Code”) so far
as is practicable given the Company’s size and nature. The QCA Code sets out a standard of minimum
best practice for small and mid-size quoted companies. Given the early stage of the Company, there are
areas where it is not appropriate to fully follow the code, which have been identified below.
Principle 1: Establish a strategy
and business model which
promote long-term value for
shareholders
The Company is a Special Purpose Acquisition Company
(“SPAC”). The purpose of the Company is to seek out suitable
acquisition targets in the renewable energy sector.
Aura has been established with a view to taking advantage of
the growing demand for renewable energy investment. It
aims to do so through a phased strategy of selecting targets
in both mature and growing markets; focusing investment
and management expertise to enable acquisitions to scale
and develop; and growing market share, customer
satisfaction and shareholder value through high
performance. Aura will consider potential targets throughout
the Global Renewable Energy Sector Supply Chain.
The aim is to create value by building a group of significant
scale that will serve UK and international markets. Further
information can be found in the Strategic Report on pages 5
to 11.
Principle 2: Promote a corporate
culture that is based on ethical
values and behaviours
The Board believes that a healthy corporate culture both
protects and generates value for the Company. We,
therefore, seek to operate within a corporate culture that is
based on sound ethical values and behaviours. We do this
using certain rule-based procedures (such as our formal
Corporate Code of Conduct) and, more importantly, by the
behavioural example of individual Board members. These
values, which we seek to instil throughout the Company,
include integrity, respect, honesty, and transparency.
The corporate culture of the Company is underpinned by
compliance with local regulations, as well as the
implementation, regular review, and enforcement of various
policies, including a Share Dealing Policy, and Social Media
Policy. The Company will ensure an appropriate level of
contact and negotiation with all stakeholders.
Therefore, the importance of sound ethical values and
behaviours is crucial to the ability of the Company to achieve
its corporate objectives successfully. The Board places great
importance on this aspect of corporate life and strives to
ensure that this is reflected in all the Company does.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
21
The Nomination and Remuneration Committee is responsible
for
determining policy and practices, that are clear, simple
and mitigate risk and are based on the principles of
predictability, proportionality and alignment to culture.
Principle 3: Seek to understand
and meet shareholder needs and
expectations
Directors are aware that developing a good understanding of
the needs and expectations of the shareholders, helps to
form a clear view of the motivations behind their voting
decisions.
The Board is committed to maintaining good communication
and having constructive dialogue with shareholders by
providing effective communication through our Annual
Report along with Regulatory News Service announcements.
We also use the Company’s website,
https://aurarenewables.com/, for both financial and general
news relevant to shareholders.
All shareholders will be invited to attend the Company’s
Annual General Meeting (“AGM”) and have an opportunity to
ask questions directly to the Directors at the meeting. The
AGM is regarded as an opportunity to meet, listen, and
present to shareholders, and shareholders are encouraged to
attend and ask questions. The AGM results are subsequently
published on the Company’s website.
Principle 4: Take into account
wider stakeholder and social
responsibilities and their
implications for long-term success
The Company is very aware of the needs of our wider
environmental, social and governance responsibilities to
shareholders and other stakeholders and their implications
for long-term success. Once we have made our first
acquisition, we will follow what we believe to be market best
practice and develop procedures to address these important
issues.
Principle 5: Embed effective risk
management, considering both
opportunities and threats,
throughout the organisation
The Board recognises the need for effective and well-defined
risk management processes considering both opportunities
and threats. The Board will further address issues relating to
internal control and the Company’s approach to risk
management acquisition is made and have formally adopted
an anti-corruption and bribery policy.
Principle 6: Maintain the board as
a well-functioning, balanced team
led by the chair
At present, the Company has no independent directors so
does not meet the QCA Code requirement that a company
should have at least two independent non-executive
directors. An independent director will be appointed once an
acquisition has been completed. The Board meets regularly to
review potential targets and to progress towards its goals.
The Company has established an Audit Committee, and
Nomination and Remuneration Committee, each with
formally delegated duties and responsibilities and with
written terms of reference.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
22
Board Independence
The Board recognises the importance of maintaining an
appropriate balance between executive and non-executive
directors, including the presence of independent non-
executive directors, having regard to the Company’s size,
stage of development and resources.
Given the Company’s status as an acquisition vehicle, a
number of Directors hold, or are associated with parties that
hold, significant shareholdings in the Company. While such
shareholdings are considered to align Directors’ interests with
those of shareholders, the Board acknowledges that they may
give rise to a perception that those Directors are not
independent.
Accordingly:
- Directors with material shareholdings or associated
interests are not regarded by the Board as
independent for the purposes of corporate
governance; and
- Only those Non-Executive Directors who are free
from any business or other relationship that could
materially interfere with the exercise of their
independent judgement are considered to be
independent.
The Board has assessed independence by reference to
relevant guidance, including the principles of the QCA Code,
while taking into account the Company’s listed status and
early stage of development, where a fully independent board
may not be practicable.
The Board is satisfied that, notwithstanding the above, it
retains an appropriate level of independent oversight and
challenge, and that all Directors are able to exercise objective
judgement in the discharge of their duties.
The Board will keep its composition under regular review and
intends to strengthen the level of independence over time,
including through the appointment of additional independent
non-executive directors as the Company’s operations expand.
The following Board and Committee meetings were held
during the year, and the tables outlines the Directors’
attendance. This schedule will evolve over time.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
23
Board meetings
Audit Committee
Nomination and
Remuneration
Committee
Total meetings held in year
7
2
1
Suresh Withana
0/0
0/0
0/0
Philip Pooley
0/0
0/0
0/0
John Croft
7/7
N/A
1/1
David Fitzsimmons
6/7
N/A
1/1
Guy Ranawake
7/7
2/2
N/A
Robin Stevens
7/7
2/2
N/A
Principle 7: Maintain appropriate
governance structures and ensure
that individually and collectively the
directors have the necessary up-to-
date experience, skills and
capabilities
The Nomination and Remuneration Committee also has
responsibility for considering and making recommendations
to the Board in respect of appointments to the Board, the
Board committees and the chairmanship of the Board
committees. It is also responsible for keeping the structure,
size and composition of the Board under regular review, and
for making recommendations to the Board with regard to any
changes necessary. The Nomination and Remuneration
Committee also considers succession planning, taking into
account the skills and expertise that will be needed on the
Board in the future.
The Independent Acquisitions Committee consists of all
Independent Directors in the event of a potential Acquisition
target being introduced to the Company by a Director or any
of their affiliated parties. For these purposes, John Croft will
not participate in the Independent Acquisitions Committee if
it considers a potential Acquisition introduced by any of
Suresh Withana, Harmony Capital or HC Investors; as
Harmony Capital is owned by Suresh Withana who is a
director of HC Investors, which manages investments on a
non-discretionary basis on behalf of Jade Road Investments
Limited, of which John Croft is Executive Chairman. In any
such circumstances, the Independent Acquisitions
Committee will have a full remit to negotiate the terms of
such transaction (including engaging and liaising with
professional advisers, who may also include affiliates of
shareholders of the Company) and any conflicted or
interested Director will not be entitled to join or attend any
meetings of the Committee.
Principle 8: Evaluate board
performance based on clear and
relevant objectives, seeking
continuous improvement
The Nomination and Remuneration Committee is responsible
for carrying out an annual evaluation of the performance of
the Board. Considering the early stage of Company, it is not
considered appropriate to Evaluate board performance at
this time.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
24
Corporate Governance Statement (continued)
Principle 9: Establish a remuneration
policy which is supportive of long-
term value creation and the
company's purpose, strategy and
culture.
The Directors’ remuneration policy remains that
remuneration will not be paid until completion of the
Company’s first acquisition.
The board will, on an acquisition, develop a remuneration
policy which aligns with the Company's purpose, strategy
and culture. Annual remuneration reports will be put to an
advisory vote and consideration given to affording
shareholder a binding vote on remuneration policies.
New share schemes, or significant amendments to existing
schemes, will also be put to a shareholder vote.
Principle 10: Communicate how the
company is governed and is
performing by maintaining a dialogue
with shareholders and other relevant
stakeholders
The Board is committed to maintaining good communication
with shareholders by providing effective communication
through our Annual Report along with Regulatory News
Service announcements. We also use the Company’s
website, https://aurarenewables.com/, for both financial
and general news relevant to shareholders.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
25
Directors’ Remuneration Report
The Company established a nomination and remuneration committee pursuant to the Admission in April
2022. At present, no Director receives a fee or other remuneration for his services. A summary of
Directors’ remuneration for the year ended 31 December 2025 is set out below:
Year ended 31 December 2025
£
J
Croft
D
Fitzsimons
G
Ranawake
R
Stevens
S
Withana
P
Pooley
Totals
Fees and salaries
-
-
-
-
-
-
-
Other
-
-
-
-
-
-
-
Totals
-
-
-
-
-
-
-
Year ended 31 December 2024
£
J
Croft
D
Fitzsimons
G
Ranawake
R
Stevens
S
Withana
P
Pooley
Totals
Fees and salaries
-
-
-
-
-
-
-
Other
-
-
-
-
-
-
-
Totals
-
-
-
-
-
-
-
The Directors’ remuneration policy remains that remuneration will not be paid until completion of the
Company’s first acquisition
The items included in the Directors’ Remuneration Report are unaudited unless otherwise stated.
Directors’ letters of appointment
On 5 April 2022, each Director at the time entered into a letter of appointment with the Company These
letters entitled termination by either party giving to the other not less than three months’ notice in
writing. The letters of appointment do not provide for any benefits on termination of the appointment
and are governed by English law.
Dividend policy
The Company intends to pay dividends on the Ordinary Shares following an Acquisition at such times (if
any) and in such amounts (if any) as the Board determines appropriate in its absolute discretion.
Prior to an acquisition it is unlikely that the Company will have any earnings but to the extent the
Company has any earnings it is the Company’s current intention to retain any such earnings for use in its
business operations, and the Company does not anticipate declaring any dividends in the foreseeable
future. The Company will only pay dividends to the extent that to do so is in accordance with all applicable
laws.
During the year ended 31 December 2025, there were no dividends paid (2024: nil).
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
26
Directors’ Remuneration Report (continued)
Particulars of Directors’ remuneration (audited)
No Director received any remuneration during the year ended 31 December 2025 (year ended 31
December 2024: nil).
Statement of Directors’ shareholding and share interests (audited)
The Directors who served during the year ended 31 December 2025, and any interests at that date, are
disclosed on Pages 12 and 14. There were no changes between the reporting date and the date of
approval of this report.
Each of the four then Directors were granted 262,500 Director Warrants in 2022 which entitle the holder
to subscribe for one Ordinary Share per warrant for 15 pence each. The Director Warrants will vest on
the completion of the first acquisition and will be exercisable during the period of 3 years from the vesting
date. The Director Warrants are freely transferable, provided that they may not be transferred during
the period of the holder’s appointment as Director or, if longer, during the period up to completion of
the first Acquisition. Modifications to these terms have been made in April 2025, as described in Note 10
to the financial statements.
UK 10-year performance graph
The Directors have considered the requirement for a UK 10-year performance graph comparing the
Company’s Total Shareholder Return with that of a comparable indicator. The Directors do not currently
consider that including the graph will be meaningful because the Company has only been listed since
April 2022, is not paying dividends, is currently incurring losses as its focus is to seek an acquisition.
In addition, and as mentioned above, the remuneration of Directors is not currently linked to
performance, and we therefore do not consider the inclusion of this graph to be useful to shareholders
at the current time. The Directors will review the inclusion of this table for future reports.
Consideration of shareholder views
The Board considers shareholder feedback received. This feedback, plus any additional feedback received
from time to time, is considered as part of the Company’s annual policy on remuneration.
Policy for salary reviews
The Company may from time to time seek to review salary levels of Directors, taking into account
performance, time spent in the role and market data for the relevant role. It is not intended that there
will be any salary review prior to completion of an acquisition.
Policy for new appointments
It is not intended that there will be any new appointments to the Board until an acquisition is completed.
Following completion of an acquisition, it is intended that a full review of the Board will take place.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
27
Directors’ Remuneration Report (continued)
Other matters
None of the Directors hold options in respect of Ordinary Shares. Save as set out above and below, there
is currently no intention for the Company to make incentivisation arrangements for the Directors to be
involved in the capital of the Company or otherwise any employee share option arrangements.
The Company does not have any pension plans for any of the Directors and has not paid out any excess
retirement benefits to any Directors.
Approved on behalf of the Board of Directors by:
………………………………………….
John Croft, Director
Date: 30 April 2026
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
28
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that
law, the Directors have elected to prepare the financial statements in accordance with applicable law
and UK-adopted International Accounting Standards and with the requirements of the Companies Act
2006. Under company law the Directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of the affairs of the Company and of the profit or
loss for that year.
In preparing these financial statements, the Directors are also required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable UK-adopted International Accounting Standards have been followed,
subject to any material departures disclosed and explained in the financial statements;
- prepare the Strategic Report, Directors’ Report and Directors’ Remuneration Report which
comply with the requirements of the Companies Act 2006; and
- prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Company’s transactions and disclose with reasonable accuracy at any time the financial
position of the Company and enable them to ensure that the Financial Statements comply with the
Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial
information included on the Company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors’ responsibility statement pursuant to disclosure and Transparency Rules
The Directors are responsible for preparing the Financial Statements in accordance with the Disclosure
and Transparency Rules of the United Kingdom’s Financial Conduct Authority (“DTR”) and with UK-
adopted International Accounting Standards.
Each of the Directors, whose names and functions as listed in the Board of Directors confirm that, to
the best of their knowledge:
• the financial statements, prepared in accordance with UK-adopted International Accounting
Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss
of the Company;
• the Strategic and Directors’ Reports include a fair review of the development and performance
of the business and the financial position of the Company, together with a description of the
principal risks and uncertainties that it faces; and
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
29
Statement of Directors’ Responsibilities (continued)
• the Annual Report and financial statements, taken as a whole, are fair, balanced and
understandable and provide the information necessary for shareholders to assess the Company’s
performance, business model and strategy.
Approved on behalf of the Board of Directors by:
………………………………………….
John Croft, Director
Date: 30 April 2026
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
30
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AURA RENEWABLE ACQUISITIONS PLC
Opinion
We have audited the financial statements of Aura Renewable Acquisitions Plc (the ‘company’) for the
year ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Statement
of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the
financial statements, including significant accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and UK-adopted international accounting standards.
In our opinion, the financial statements:
• give a true and fair view of the state of the company’s affairs as at 31 December 2025 and of its
loss for the year then ended;
• have been properly prepared in accordance with UK-adopted international accounting
standards; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We are independent of the
company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and
we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis
of accounting in the preparation of the financial statements is appropriate. Our evaluation of the
directors’ assessment of the company’s ability to continue to adopt the going concern basis of accounting
included:
• Reviewing the directors’ assessment of going concern and disclosures within the financial
statements;
• Determining if all relevant information has been included in the assessment of going concern,
including considering the completeness of forecast expenditure against historic results and
known future expenditure;
• Analysing the forecasts up to 30 June 2027, reviewing the underlying assumptions in relation to
expenditure and checking the mathematical accuracy of management’s going concern forecast;
• Challenging management over the key underlying assumptions and inputs within the forecasts;
• Performing a sensitivity analysis on the assumptions; and
• Inspecting the bank balances up to the date of approval of the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the company's ability
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
31
to continue as a going concern for a period of at least twelve months from when the financial statements
are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described
in the relevant sections of this report.
Our application of materiality
Materiality is an expression of the relative significance of a particular matter in the context of the financial
statements as a whole. An item, either individually or in aggregate, is considered material if omitting it
or misstating it could reasonably be expected to influence decisions that users make on the basis of an
entity’s financial statements. Materiality has both quantitative and qualitative characteristics. It depends
on the size or nature of the item or error judged in the particular circumstances of its omission or
misstatement.
Materiality measure
Amount
Key considerations and benchmarks
Net assets
£9,270
(2024: £13,000)
The materiality for the financial statements as a whole was
set as 3% of net assets (2024: 3%).
Net assets were considered to be the most appropriate
basis as the company is a non-trading holding company
who’s primary focus is to identify an acquisition. Until such
time, preserving cash and maintaining liquidity is the sole
key performance indicator.
We also determine a level of performance materiality which we use to assess the extent of testing needed
to reduce the risk that the aggregated uncorrected and undetected misstatements exceeds materiality
for the financial statements as a whole to an acceptably low level. Performance materiality was set at
£7,420 (2024: £10,400), being 80% (2024: 80%) of materiality for the financial statements as a whole.
The performance materiality threshold was considered to be sufficient to provide coverage of significant
and residual risks to the balances within the financial statements representing risk areas and those that
require management judgements and estimates.
We applied the concept of materiality both in planning and performing our audit, and in evaluating the
impact of misstatements.
Materiality is reassessed throughout the audit. The materiality threshold for the company has not
increased since the audit planning stage. We have agreed with the Audit Committee that we would report
to them all individual audit differences in excess of £500 (2024: £650), as well as differences below these
thresholds that, in our view, warranted reporting on qualitative grounds.
Our approach to the audit
Our audit approach was developed by obtaining an understanding of the company’s activities and the
overall control environment. Based on this understanding, we assessed those aspects of the company’s
transactions and balances which were most likely to give rise to a material misstatement and were most
susceptible to irregularities including fraud or error. We looked at areas involving significant accounting
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
32
estimates and judgement by the directors and considered future events that are inherently uncertain.
We also addressed the risk of management override of internal controls, including evaluating whether
there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
We identified what we considered to be key audit matters in the next section and planned our audit
approach accordingly. We applied the concept of materiality both in planning and performing our audit,
and in evaluating the impact of misstatements as explained in the previous section.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) we identified, including those which had the
greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the
efforts of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
Key Audit Matter
How our scope addressed this matter
Management override of controls
Under ISA (UK) 240 “The auditor’s
responsibilities relating to fraud in an audit of
financial statements”, there is a presumed
significant fraud risk of management override of
controls.
The primary responsibility for the prevention
and detection of fraud rests with management
and those charged with governance. They are
responsible for the design, implementation, and
maintenance of internal control to support the
achievement of the policies, processes and
objectives to manage the risks facing the
company, including those relating to fraud.
Our audit is designed to provide reasonable
assurance that the financial statements as a
whole are free from material misstatement,
whether due to fraud or error.
Our work in this area included:
• Testing the appropriateness of journal
entries during the period, including those
made at the end of the period and post-
closing entries, to determine whether
these were appropriate. This also
included inquiries of individuals with
different levels of responsibility involved
in the financial reporting process about
inappropriate or unusual activities
relating to the processing of journal
entries.
• Reviewing accounting estimates,
judgements, and assumptions within the
financial statements for evidence of
management bias and agreeing the key
assumptions and inputs to appropriate
supporting documentation.
• Evaluating whether there is a clear
business rationale to support any
significant transactions outside the
normal course of the business of the
company, or transactions which
otherwise appear to be unusual.
We did not identify any instances of management
override of controls.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
33
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information
contained within the annual report. Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our report, we do not express any
form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If, based on
the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared
in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable
legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the
course of the audit, we have not identified material misstatements in the strategic report or the directors’
report.
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit have not
been received from branches not visited by us; or
• the financial statements and the part of the directors’ remuneration report to be audited are not
in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for
the preparation of the financial statements and for being satisfied that they give a true and fair view, and
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
34
for such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
• We obtained an understanding of the company and the sector in which it operates to identify
laws and regulations that could reasonably be expected to have a direct effect on the financial
statements. We obtained our understanding in this regard through discussions with
management and application of cumulative audit knowledge.
• We determined the principal laws and regulations relevant to the company in this regard to be
those arising from:
o the Listing Rules;
o UK-adopted international accounting standards; and
o Companies Act 2006.
• We designed our audit procedures to ensure the audit team considered whether there were any
indications of non-compliance by the company with those laws and regulations. These
procedures included, but were not limited to:
o Making enquiries of management;
o Reviewing minutes of meetings of those charged with governance and Regulatory News
Service announcements;
o Reviewing the financial statement disclosures and assessing against relevant law and
regulation; and
o Reviewing legal and professional fees and understanding the nature of the costs and the
existence of any non-compliance with laws and regulations.
• We also identified the risks of material misstatement of the financial statements due to fraud.
We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from
management override of controls, that there were no other significant fraud risks.
• As in all of our audits, we addressed the risk of fraud arising from management override of
controls by performing audit procedures which included, but were not limited to: the testing of
journals; reviewing accounting estimates for evidence of bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the normal course of
business.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
35
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities,
including those leading to a material misstatement in the financial statements or non-compliance with
regulation. This risk increases the more that compliance with a law or regulation is removed from the
events and transactions reflected in the financial statements, as we will be less likely to become aware
of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud
rather than error, as fraud involves intentional concealment, forgery, collusion, omission or
misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms
part of our auditor’s report.
Other matters which we are required to address
We were appointed by the audit committee on 10 January 2023 to audit the financial statements for the
period ending 31 December 2022 and subsequent financial periods. Our total uninterrupted period of
engagement is 4 years, covering the periods ending 31 December 2022 to 31 December 2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the company and
we remain independent of the company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than
the company and the company's members as a body, for our audit work, for this report, or for the
opinions we have formed.
Adam Humphreys (Senior Statutory Auditor) 30 Churchill Place
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 5RE
30 April 2026
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
36
Statement of Comprehensive Income
For the year ended 31 December 2025
Note
Year ended
31 December
2025
£
Year ended
31 December
2024
£
Revenue
-
-
Administrative expenses
4
(152,859)
(187,464)
Operating loss
(152,859)
(187,464)
Finance income
5
5,172
2,372
Loss before taxation
(147,687)
(185,092)
Income tax
6
-
-
Total comprehensive loss attributable to the equity holders
(147,687)
(185,092)
Basic and diluted earnings per ordinary share attributable to
the equity holders (£)
7
(0.014)
(0.018)
There are no items of other comprehensive income. All activities relate to continuing operations.
The notes to the financial statements form an integral part of these financial statements.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
37
Statement of Financial Position
as at 31 December 2025
Note
At 31
December
2025
£
At 31
December
2024
£
ASSETS
Current assets
Cash and cash equivalents
8
335,367
485,642
Other receivables – prepayments
9,756
9,623
Total assets
345,123
495,265
LIABILITIES
Current liabilities
Trade and other payables
9
42,449
44,904
Total liabilities
42,449
44,904
EQUITY
Equity attributable to owners
Ordinary share capital
10
150,000
150,000
Share premium
10
855,000
855,000
Share-based payment reserve
10
19,223
19,223
Retained losses
(721,549)
(573,862)
Total equity attributable to Shareholders
302,674
450,361
Total equity and liabilities
345,123
495,265
The notes to the financial statements form an integral part of these financial statements.
This report was approved by the Board of Directors and authorised for issue on 30 April 2026 and signed
on its behalf by:
………………………………
John Croft
Director
Registered number: 13723431
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
38
Statement of Changes in Equity
for the year ended 31 December 2025
Ordinary
share
capital
Share
premium
Share-based
payment
reserve
Retained
earnings
Total equity
£
£
£
£
£
At 31 December 2023
150.000
855,000
19,223
(388,770)
635,453
Loss for the year
-
-
-
(185,092)
(185,092)
Total comprehensive loss for the year
-
-
-
(185,092)
(185,092)
At 31 December 2024
150,000
855,000
19,223
(573,862)
450,361
Loss for the year
-
-
-
(147,687)
(147,687)
Total comprehensive loss for the period
-
-
-
(147,687)
(147,687)
At 31 December 2025
150,000
855,000
19,223
(721,549)
302,674
The notes to the financial statements form an integral part of these financial statements.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
39
Statement of Cash Flows
for the year ended 31 December 2025
Year ended
31 December
2025
£
Year ended
31 December
2024
£
Cash flows from operating activities
Loss after income tax
(147,687)
(185,092)
Increase in prepayments
(133)
(869)
(Decrease) / increase in payables
(2,455)
10,104
Interest received
(5,172)
(2,372)
Net cash flow used in operating activities
(155,447)
(178,229)
Cash flows from investing activities
Interest received
5,172
2,372
Net cash inflow from financing activities
5,172
2,732
Net (decrease) in cash and cash equivalents
(150,275)
(175,857)
Cash and cash equivalents at beginning of year
485,642
661,499
Cash and cash equivalents at end of year
335,367
485,642
No net debt reconciliation is provided as the Company has no debt.
The notes to the financial statements form an integral part of these financial statements.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
Notes to the Financial Statements
1. General information
The Company was incorporated on 4 November 2021 as Aura Renewable Acquisitions Plc in England
and Wales with company number 13723431 under The Companies Act 2006.
The address of its registered office is 35 Ballards Lane, London, N3 1XW.
The principal activity of the Company is to act as the holding company for various target businesses
operating in the Global Renewable Energy Sector Supply Chain.
The entire issued ordinary share capital of 10,500,000 ordinary shares of £0.01 each was admitted
to listing on the standard segment of the Official List of the Financial Conduct Authority and to
trading on the main market for listed securities of London Stock Exchange under the TIDM "ARA" on
8 April 2022.
On 29 July 2024, the Listing Rules were replaced by the UK Listing Rules (“UKLR”) under which the
existing Standard Listing category was replaced by the Equity Shares (transition) category under
Chapter 22 of the UKLR. Consequently, with effect from that date the Company was admitted to the
Equity Shares (transition) category of the Official List under Chapter 22 of the UKLR and to trading
on the London Stock Exchange’s Main Market for listed securities.
2. Accounting policies
The principal accounting policies applied in the preparation of the financial statements are set out
below. These policies have been consistently applied to the year presented, unless otherwise stated.
a) Basis of preparation
The Financial Statements are presented in £ unless otherwise stated which is the Company’s
functional and presentational currency. The business is not currently subject to seasonal
variations.
The financial statements have been prepared in accordance with UK-adopted international
accounting standards and with the requirements of the Companies Act 2006.
The financial statements have been prepared using the historical cost basis. No fair value
adjustments have been applied in the preparation of the Financial Statements.
The financial statements are presented in British Pounds Sterling, the currency of the primary
economic environment in which the Company operates and its functional currency.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
Notes to the Financial Statements (continued)
41
b) Standards and interpretations issued but not yet applied
New standards, amendments to standards and interpretations:
Certain accounting pronouncements which have become effective from 1 January 2025 do
not have any impact on the Company’s financial results or position and have therefore not
been applied.
c) Standards and interpretations in issue but not yet effective
There are a number of standards, amendments to standards, and interpretations which have
been issued by the IASB that are effective in future accounting years that the Company has
decided not to adopt early.
The most significant of these are as follows:
• Amendments to the Classification and Measurement of Financial Instruments
(Amendments to IFRS 9 Financial Instruments)
• Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS
7)
• IFRS 18 Presentation and Disclosure in Financial Statements
• IFRS 19 Subsidiaries without Public Accountability: Disclosures
The Directors do not anticipate the adoption of any of these standards issued by the IASB, but
not yet effective, to have a material impact on the financial statements of the Company.
d) Going concern
The financial statements are required to be prepared on the going concern basis unless it is
inappropriate to do so.
The Directors report that they have assessed the principal risks, reviewed current
performance and projections, combined with expenditure commitments, including capital
expenditure. The Company’s projections demonstrate it will have sufficient cash reserves to
enable it to meet its obligations as they fall due, for a period of at least 12 months from the
date of signing of these financial statements. Accordingly, the Directors consider the Company
to be a going concern. The key assumptions are that current levels of expenditure are
maintained and that no acquisition or fundraise takes place during the review period. If the
Company makes an acquisition, the Directors would expect to raise additional capital to fund
such a transaction.
The financial position of the Company, its cash flows and liquidity position are set out in these
financial statements. As at 31 December 2025, the Company had cash and cash equivalents of
£335,367 (2024: £485,642).
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
Notes to the Financial Statements (continued)
42
The Company has prepared monthly cash flow projections based on estimates of key variables
to expenditure through to June 2027 that supports the conclusion of the Directors that they
expect sufficient funding to be available to meet the Company’s anticipated cash flow
requirements to this date.
e) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided
to the chief operating decision-maker. The chief operating decision-maker, who is responsible
for allocating resources and assessing performance of the operating segments, has been
identified as the Board of Directors that makes strategic decisions.
The chief decision-maker believes that the Company’s continuing operations comprise one
segment being identifying and acquiring investment projects. The financial information
therefore of the single segment is the same as that set out in the Statement of Comprehensive
Income, Statement of Financial Position, Statement of Changes in Equity and Statement of
Cash Flows.
f) Finance income
Finance income comprises interest receivable on cash deposits. Interest income is recognised
in profit or loss as it accrues, using the effective interest method.
g) Taxation
Tax currently payable is based on taxable profit or loss for the year. Taxable profit or loss
differs from profit or loss as reported in the income statement because it excludes items of
income and expense that are taxable or deductible in other periods and it further excludes
items that are never taxable or deductible. The Company’s liability for current tax is calculated
using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation
of taxable profit and is accounted for using the balance sheet liability method. Deferred tax
liabilities are generally recognised for all taxable temporary differences and deferred tax
assets are recognised to the extent that it is probable that taxable profits will be available
against which deductible temporary differences can be utilised. Such assets and liabilities are
not recognised if the temporary difference arises from initial recognition of goodwill or from
the initial recognition (other than in a business combination) of other assets and liabilities in
a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on
investments in subsidiaries and associates, and interests in joint ventures, except where the
Company is able to control the reversal of the temporary difference, and it is probable that
the temporary difference will not reverse in the foreseeable future.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
Notes to the Financial Statements (continued)
43
The carrying amount of deferred tax assets is reviewed at each balance sheet date and
reduced to the extent that it is no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered.
h) Financial instruments
Initial recognition
A financial asset or financial liability is recognised in the statement of financial position of the
Company when it arises or when the Company becomes part of the contractual terms of the
financial instrument.
Derecognition
A financial asset is derecognised when:
- the rights to receive cash flows from the asset have expired, or
- the Company has transferred its rights to receive cash flows from the asset or has
undertaken the commitment to fully pay the cash flows received without significant
delay to a third party under an arrangement and has either (a) transferred
substantially all the risks and the assets of the asset or (b) has neither transferred nor
held substantially all the risks and estimates of the asset but has transferred the
control of the asset.
Receivables
Receivables are initially recognised at fair value when related amounts are invoiced then
carried at this amount less any allowances for doubtful debts or provision made for
impairment of these receivables.
Cash and cash equivalents
The Company considers any cash on short-term deposits and other short-term investments to
be cash equivalents.
The Company considers the credit ratings of banks in which it holds funds in order to reduce
its exposure to credit risk. The Company will only keep its holdings of cash and cash
equivalents within institutions which have a strong credit rating.
Trade and other payables
These financial liabilities are all non-interest bearing and are initially recognised at the fair
value of the consideration payable.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
Notes to the Financial Statements (continued)
44
i) Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the
Company after deducting all of its liabilities. Equity instruments issued by the Company are
recorded at the proceeds received net of direct issue costs.
Ordinary shares are classified as equity.
- Share capital account represents the nominal value of the shares issued.
- The share premium account represents premiums received on the initial issuing of the
share capital. Any transaction costs associated with the issuing of shares are deducted
from share premium, net of any related income tax benefits.
- The share-based premium reserve arises from the requirement to value share warrants
in existence at the year end at fair value.
- Retained earnings comprise cumulative results as disclosed in the Statement of
Comprehensive Income.
j) Equity-settled transactions (share-based payments)
Equity settled share-based payments are measured at fair value at the date of issue.
During the year, the Company issued share warrants to certain advisers as part of their fees
as well as to directors.
Equity-settled share-based payments are measured at fair value (excluding the effect of non-
market-based vesting conditions) at the date of grant. The fair value so determined is
expensed on a straight-line basis over the vesting period, based on the Company's estimate
of the number of shares that will eventually vest and adjusted for the effect of non-market-
based vesting conditions.
Fair value is measured using the Black-Scholes option pricing model.
k) Earnings per share
Basic earnings per share is calculated by dividing:
- The profit or loss attributable to owners of the Company, excluding any costs of
servicing equity other than Ordinary Shares;
- By the weighted average number of Ordinary Shares outstanding during the financial
year.
3. Critical accounting estimates and judgements
The preparation of financial statements requires management to make estimates and assumptions
that affect the reported amounts of income, expenditure, assets and liabilities. Estimates and
judgements are continually evaluated, including expectations of future events to ensure these
estimates to be reasonable.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
Notes to the Financial Statements (continued)
45
With the exception of going concern, the Directors consider that there are no critical accounting
judgements or estimates relating to the financial information of the Company.
4. Operating expenses by nature
Administrative expenses
Year
ended 31
December 2025
£
Year
ended 31
December 2024
£
Audit fee
29,900
30,600
Other regulatory costs
25,797
25,039
Legal and professional costs
24,562
31,691
Company secretarial
16,104
9,401
LSE fees
15,987
15,357
Corporate broking costs
14,400
21,600
Acquisition due diligence costs
10,000
33,868
Share registrars
5,196
4,584
Website costs
4,770
4,668
Sundry expenses
3,743
3,329
Public relations
2,400
7,327
Total administrative expenses
152,859
187,464
None of the directors received any remuneration during the year.
5. Finance income
Finance income
Year
ended 31
December
2025
£
Year
ended 31
December
2024
£
Interest received on deposit accounts
5,172
2,372
Total finance income
5,172
2,372
6. Taxation
The Company has made no provision for taxation as it has not yet generated any taxable income.
A reconciliation of income tax expense/(credit) applicable to the loss before taxation at the statutory
tax rate to the income tax expense/(credit) at the effective tax rate of the Company is as follows:
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
Notes to the Financial Statements (continued)
46
Year ended
31
December
2025
£
Year ended
31
December
2024
£
Loss before taxation
(147,687)
(185,092)
Tax calculated at the statutory rate of 19%
(28,060)
(35,167)
Disallowable expenditure
-
-
Tax effects of:
Unrecognised tax losses
28,060
35,167
Tax expense / (credit)
-
-
Tax has been calculated based on the rate of 19% which was the small profits rate effective for the
year. The taxation charge in future years will be affected by any changes to the corporation tax rates
in force in the countries in which the Company operates.
As at 31 December 2025, the Company had estimated unutilised tax losses of approximately
£698,000 (2024: £540,000) available for relief against future profits. No related deferred tax asset
has been provided for in the accounts based on the uncertainty as to when profits will be generated
against which to relieve said asset.
7. Earnings per share
Basic earnings per ordinary share is calculated by dividing the earnings attributable to shareholders
by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated by dividing earnings by the weighted average number of
shares in issue and potential dilutive shares outstanding during the year.
Because the Company was in a net loss position, diluted loss per share excludes the effects of
ordinary share equivalents consisting of warrants, which are anti-dilutive.
Year ended 31 December 2025
Basic and diluted EPS
Earnings
£
Weighted
average
number of
shares
Per-share
amount
£
Loss attributable to shareholders
(147,687)
10,500,000
(0.014)
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
Notes to the Financial Statements (continued)
47
Year ended 31 December 2024
Basic and diluted EPS
Earnings
£
Weighted
average
number of
shares
Per-share
amount
£
Loss attributable to shareholders
(185,092)
10,500,000
(0.018)
8. Cash and cash equivalents
As at 31
December
2025
£
As at 31
December
2024
£
Cash at bank
335,367
485,642
__________
335,367
___________
485,642
9. Trade and other payables
As at 31
December
2025
£
As at 31
December
2024
£
Trade payables
8,049
8,904
Accruals
34,400
36,000
__________
42,449
___________
44,904
10. Share capital and share premium
Number of
Ordinary
Shares of
£0.01 each
Number
of
Deferred
Shares
of £1.00
each
Ordinary
Share
capital
£
Share
premium
£
At 31 December 2024 and 2025
10,500,000
45,000
150,000
855,000
Share capital
The Deferred Shares do not entitle holders to receive any dividend or other distribution or to receive
notice of or speak or vote at general meetings of the Company and are not freely transferrable. The
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
Notes to the Financial Statements (continued)
48
Company has the right at any time to purchase all of the Deferred Shares in issue for an aggregate
consideration of £1.
11. Warrants
The Company granted a total of 12,780,000 unlisted Warrants, on Admission in April 2022, in relation
to the share capital of the Company.
Amendment of the rights of Warrants
On 2 April 2025, warrant holders approved certain amendments to the rights of these warrants as
set out below:
(a) the rights of the Aura Freely Transferable Warrants 2022 and of the Aura Broker Warrants
2022 were amended so as to:
i) reduce the Exercise Price of the Warrants from 15 pence (£0.15) to 10 pence (£0.10)
per ordinary share of £0.01 in the capital of the Company being subscribed for; and
ii) extend the Long Stop Date for exercising Warrants from 8 April 2025 (three years
from the date of Admission) to the date which is three years from completion of the
first acquisition by the Company of a target company or business as part of the
Company's overall business objective and strategy; and
(b) the rights of the Aura Directors' Warrants 2022 were amended, so as to reduce the Exercise
Price of the Warrants from 15 pence (£0.15) to 10 pence (£0.10) per Share subscribed for; and
(c) the rights of the Aura Founder Warrants 2022 were amended, so that the conditions to vesting
will be:
i) the initial acquisition has been completed; and
ii) the 30-day Volume Weighted Average Price of the Company's ordinary shares at any
time after 8 April 2025 exceeds £0.10 per share (as adjusted to take account of any
sub-division, consolidation or other change to the ordinary share capital of the
Company after the date on which the warrant instrument was executed),
the price in (ii) currently being £0.15 per share.
The amendments to the Aura Broker Warrants and Aura Directors' Warrants 2022 warrants were
accounted for as a modification of equity-settled share-based payment arrangements in
accordance with IFRS 2.
The amendments in respect of the Aura Founder Warrants 2022 and Aura Freely Transferable
Warrants 2022 were assessed under IFRS 9 as these are considered to be financial instruments.
These are not fair valued in accordance with their initial assessment and therefore the following
disclosures are for the Aura Broker Warrants and Aura Directors’ warrants
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
Notes to the Financial Statements (continued)
49
The Company assessed the fair value of the modified warrants at the date of modification using a
Black–Scholes option pricing model and compared this to the original grant-date fair value of the
warrants.
The original grant-date fair values were:
Warrant type
Grant-date fair value per warrant
Broker and Directors’ Warrants
£0.01562772
Founder Warrants
£0.090514919
The fair value of the modified warrants at the date of modification was estimated at approximately
£0.013 per warrant. As the modified fair value was lower than the original grant-date fair value
for all warrant classes, no incremental fair value arose.
In accordance with IFRS 2, where a modification reduces the fair value of an equity-settled award,
the entity continues to recognise the original grant-date fair value, and no reduction is made to
the cumulative expense recognised.
Accordingly, no additional share-based payment expense was recognised in the year ended 31
December 2025 in respect of the warrant modification and there is nothing further to recognise
in future years.
Valuation Assumptions (Modification Date)
The fair value of the modified warrants was estimated using the Black–Scholes option pricing
model with the following assumptions:
Assumption
Share price at modification date
£0.04
Exercise price
£0.10
Expected volatility
100%
Risk-free rate
5.0%
Expected life
2.0 years
Dividend yield
0%
No warrants were exercised in the year ended 31 December 2025 and accordingly all 12,780,000
warrants remained outstanding.
The weighted average exercise price of the warrants as at 31 December 2025 was £0.1041 (2024:
£0.15).
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
Notes to the Financial Statements (continued)
50
12. Financial instruments
The Company’s principal financial instruments comprise cash and cash equivalents and trade and
other payables. The Company’s accounting policies and method adopted, including the criteria for
recognition, the basis on which income and expenses are recognised in respect of each class of
financial assets, financial liability and equity instrument are set out in Note 2.
The Company does not use financial instruments for speculative purposes.
The principal financial instruments used by the Company, from which financial instrument risk arises,
are as follows:
Financial assets at amortised cost
As at 31
December
2025
£
As at 31
December
2024
£
Cash and cash equivalents
335,367
485,642
335,367
485,642
Financial liabilities at amortised cost
As at 31
December
2025
£
As at 31
December
2024
£
Trade payables and accruals
42,449
44,904
42,449
44,904
a) Financial risk management objectives and policies
The Company’s major financial instruments include bank balances and amounts payable to
suppliers. The risks associated with these financial instruments, and the policies on how to
mitigate these risks are set out below. The Directors manage and monitor these exposures to
ensure appropriate measures are implemented on a timely and effective manner.
The Company holds no foreign currency and has no foreign currency transactions or
borrowings. Therefore, it is not exposed to market risk in respect of foreign exchange risk.
Risk management is undertaken by the Board of Directors.
b) Liquidity risk
Liquidity risk arises from the Company’s management of working capital.
The Company regularly reviews its major funding positions to ensure that it has adequate
financial resources in meeting its financial obligations. The Directors have considered the
liquidity risk as part of their going concern assessment (see Note 2).
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
Notes to the Financial Statements (continued)
51
Controls over expenditure are carefully managed in order to maintain its cash reserves whilst
it targets a suitable transaction. Financial liabilities are all due within one year.
c) Credit risk
The Company’s principal financial assets comprise cash and cash equivalents all of which are
held in Pounds Sterling.
The credit rating of the Company’s bankers, Barclays Bank plc, depends on the agency, but as
of the most recent data (2025–2026), it is solidly investment grade:
Main agency ratings:
• Moody’s: A1 (upper-medium grade)
• S&P Global: A+ (strong capacity to meet obligations)
• Fitch: A / A+ (high credit quality) with stable outlook
Credit risk is the risk that a counterparty will fail to discharge its obligations, resulting in a
financial loss to the Company. The Company’s exposure to credit risk arises primarily from
cash and cash equivalents held with financial institutions. The carrying amount of financial
assets represents the maximum exposure to credit risk.
Credit Risk Management
The Board seeks to minimise credit risk by:
- Holding cash balances with reputable financial institutions with high credit ratings;
- Monitoring the credit quality of counterparties on an ongoing basis; and
- Limiting exposure to any single counterparty where practicable.
Given the Company’s limited operational activity, credit risk is considered to be relatively
low.
Concentration of Credit Risk
The Company’s credit risk is concentrated in respect of its cash balances. At 31 December
2025:
• All of the Company’s cash was held with one financial institution;
• The Company does not have a diversified portfolio of receivables due to its current stage of
development as a special purpose acquisition company.
The Board considers that the concentration risk is mitigated by:
• The use of established banking institutions; and
• Ongoing monitoring of counterparty creditworthiness.
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
For the year ended 31 December 2025
Notes to the Financial Statements (continued)
52
d) Interest risk
The Company’s exposure to interest rate risk is the interest received on the cash held, which
is immaterial.
e) Capital risk management
The Company’s objectives when managing capital is to safeguard the Company’s ability to
continue as a going concern, in order to provide returns for shareholders and benefits for
other stakeholders and to maintain an optimal capital structure. The Company has no
borrowings. In order to maintain or adjust the capital structure, the Company may adjust the
amount of dividends paid to shareholders, return capital to shareholders or issue new shares.
The Company monitors capital on the basis of the total equity held being £302,674 as at 31
December 2025.
f) Fair value of financial assets and liabilities
There are no material differences between the fair value of the Company’s financial assets
and liabilities and their carrying values in the financial information.
13. Subsequent events
No events subsequent to 31 December 2025 have occurred which require disclosure in these
financial statements.
14. Related party transactions
During the year, the Company paid £10,000 to Harmony Global Partners Limited, a shareholder in
the Company, in respect of costs incurred on due diligence of potential acquisition targets (year
ended 31 December 2024: £33,868). These services were made on terms equivalent to those that
prevail in arm’s length transactions.
15. Ultimate controlling party
At 31 December 2025, the Company did not have any single identifiable controlling party.
16. Capital commitments
As at 31 December 2025, there were no capital commitments entered into by the Company (2024:
none).
17. Contingent liabilities
As at 31 December 2025, there were no contingent liabilities (2024: none).