REG - Aura Renewable Acqns - Final Results
30/04/2026 18:00
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RNS Number : 6806C Aura Renewable Acquisitions PLC 30 April 2026
Registered number: 13723431
Aura Renewable Acquisitions Plc
Annual Report and Financial Statements
for the year ended 31 December 2025
Contents
Page
Company Information 3
Chairman's 4
statement
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
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/
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
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.
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.
Strategic Report (continued)
Principal risks and risk management (continued)
Risk Description and mitigation
Reliance on external advisors The Directors expect to rely on external advisors to help identify and assess
potential acquisitions and there is a risk that suitable advisors cannot be
placed under contract or that such advisors that are contracted fail to
perform as required. The Board's experience in previous transactions is key in
mitigating these risks.
Reliance on income from the acquired activities Following an Acquisition, the Company will be dependent on the income
generated by the acquired business or from the subsequent divestment of the
acquired business to meet the Company's expenses. If the acquired business is
unable to provide sufficient amounts to the Company, the Company may be unable
to pay its expenses or make distributions on the Ordinary Shares. The Board's
experience in the sector and its due diligence process is expected to mitigate
these risks.
Restrictions in offering Ordinary Shares as a consideration for an acquisition In certain jurisdictions, there may be legal, regulatory or practical
or requirements to provide alternative consideration restrictions on the Company using its Ordinary Shares as consideration for an
acquisition, which may mean that the Company is required to provide
alternative forms of consideration. Such restrictions may limit the Company's
acquisition opportunities or make a certain acquisition more costly, which may
have an adverse effect on the results of operations of the Company. The
experience of the Board is key to managing such risks.
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.
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 recommendations 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 recommendations and recommended disclosures and is
therefore not in compliance with UKLR 6.6.6R.
Explanation 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 acquisition vehicle and, as
at the reporting date, does not operate any underlying trading assets.
Accordingly, it does not currently have a meaningful exposure to
climate-related risks and opportunities that can be assessed or quantified on
a reliable basis.
- The Company has not yet established formal governance structures,
risk management processes or internal controls specifically designed to
identify, assess and manage climate-related risks in a manner consistent with
the TCFD framework.
Strategic Report (continued)
Climate-related Financial Disclosures (UKLR 6.6.6R) (continued)
- The Company does not currently have access to sufficiently reliable,
complete or decision-useful climate-related data, including greenhouse gas
emissions data, either at the Company level or in respect of prospective
acquisition targets.
- In light of its size and stage of development, the Company has
prioritised capital and resources towards the identification and execution of
an appropriate acquisition, and has not yet implemented a standalone TCFD
reporting framework.
Steps towards future compliance
The Board is committed to progressing towards TCFD-aligned disclosures and
will establish a proportionate, phased approach, including:
- Governance: allocation of Board-level responsibility for
climate-related matters and incorporation of climate considerations into Board
agendas as appropriate;
- Investment process: integration of climate-related risk and
opportunity assessment into investment appraisal and due diligence procedures
for potential acquisitions;
- Framework development: development of a proportionate 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 collection processes and disclosures
following completion of an acquisition.
Expected timeframe
The Company expects to make progressive disclosures as its strategy is
executed. In particular:
- Initial TCFD-aligned disclosures (principally governance, strategy
and risk management) are expected within the first full financial year
following completion of a material acquisition; and
- More complete alignment, including metrics and targets, is expected
within 24-36 months of acquiring a substantive operating business, subject to
the availability and reliability of underlying data.
The Board will keep this position under review and will provide updated
disclosures in future Annual Reports as the Company's activities 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.
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.
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
(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
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)
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.
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.
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.
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.
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.
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.
Directors' Report (continued)
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.
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
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 The Company is a Special Purpose Acquisition Company ("SPAC"). The purpose of
value for shareholders 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 The Board believes that a healthy corporate culture both protects and
behaviours 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.
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 The Company is very aware of the needs of our wider environmental, social and
and their implications for long-term success 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 The Board recognises the need for effective and well-defined risk management
and threats, throughout the organisation 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 At present, the Company has no independent directors so does not meet the
the chair 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.
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.
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 The Nomination and Remuneration Committee also has responsibility for
individually and collectively the directors have the necessary up-to-date considering and making recommendations to the Board in respect of appointments
experience, skills and capabilities 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 The Nomination and Remuneration Committee is responsible for carrying out an
objectives, seeking continuous improvement 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.
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.
Corporate Governance Statement (continued)
Principle 9: Establish a remuneration policy which is supportive of long-term The Directors' remuneration policy remains that remuneration will not be paid
value creation and the company's purpose, strategy and culture. 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 The Board is committed to maintaining good communication with shareholders by
maintaining a dialogue with shareholders and other relevant stakeholders providing effective communication through our Annual Report along with
Regulatory News Service announcements. We also use the Company's website,
https://aurarenewables.com/ (https://aurarenewables.com/) , for both financial
and general news relevant to shareholders.
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 G R P
£ Croft D Fitzsimons Ranawake Stevens S Pooley Totals
Withana
Fees and salaries - - - - - - -
Other - - - - - - -
Totals - - - - - - -
Year ended 31 December 2024 J G R P
£ Croft D Fitzsimons Ranawake Stevens S Pooley Totals
Withana
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).
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.
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
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
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
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 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 The materiality for the financial statements as a whole was set as 3% of net
assets (2024: 3%).
(2024: £13,000)
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 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 Our work in this area included:
audit of financial statements", there is a presumed significant fraud risk of
management override of controls. · 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
The primary responsibility for the prevention and detection of fraud rests reporting process about inappropriate or unusual activities relating to the
with management and those charged with governance. They are responsible for processing of journal entries.
the design, implementation, and maintenance of internal control to support the
achievement of the policies, processes and objectives to manage the risks · Reviewing accounting estimates, judgements, and assumptions within
facing the company, including those relating to fraud. 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
Our audit is designed to provide reasonable assurance that the financial significant transactions outside the normal course of the business of the
statements as a whole are free from material misstatement, whether due to company, or transactions which otherwise appear to be unusual.
fraud or error.
We did not identify any instances of management override of controls.
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 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.
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
(http://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
Statement of Comprehensive Income
For the year ended 31 December 2025
Note Year ended Year ended
31 December 31 December
2025
2024
£ £
Revenue - -
Administrative expenses 4 (152,859) (187,464)
Operating loss (152,859) (187,464)
5 5,172 2,372
Finance income
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 7 (0.014) (0.018)
holders (£)
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.
Statement of Financial Position
as at 31 December 2025
Note At 31 December At 31 December
2025
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
42,449 44,904
Total liabilities
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
Statement of Changes in Equity
for the year ended 31 December 2025
Ordinary Retained earnings Total equity
share capital
Share premium Share-based payment reserve
£ £ £ £ £
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.
Statement of Cash Flows
for the year ended 31 December 2025
Year ended Year ended
31 December
31 December
2025
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.
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.
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).
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.
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.
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.
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 Year
ended 31 December 2025 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:
Year ended Year ended
31 31
December December
2025 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)
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 Number of Deferred Shares of £1.00 each Ordinary
Ordinary Shares of £0.01 each
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 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
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).
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).
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 As at 31 December
2025 2024
£
£
Cash and cash equivalents 335,367 485,642
335,367 485,642
As at 31 December As at 31 December
Financial liabilities at amortised cost 2025 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).
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.
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).
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