Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Registered number: 13723431

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

for the year ended 31 December 2023

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Contents

Page

Company Information

Directors

John Croft

(Non-Executive Chairman)

David Fitzsimmons

(Non-Executive Director)

Guy Ranawake

(Non-Executive Director)

Robin Stevens

(Non-Executive Director)

Company Secretary

CFPro Cosec Limited

Registered Office

Holborn Gate

330 High Holborn

London WC1V 7QH

Registered Number

13723431

Independent Auditors

PKF Littlejohn LLP

Statutory Auditor

15 Westferry Circus

Canary Wharf

London E14 4HD

Legal Advisers

DMH Stallard LLP

6 New Street Square

New Fetter Lane

London EC4A 3BF

Principal Bankers

Barclays Bank Plc

Leicester LE87 2BB

Registrars

Neville Registrars Limited

Neville House

Steelpark Road

Halesowen B62 8HD

Broker

Shard Capital Partners LLP

23rd Floor

20 Fenchurch Street

London EC3M 3BY

Company Website

https://aurarenewables.com/

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Chairman’s Statement

It is my pleasure to present the audited results for Aura Renewable Acquisitions Plc (the “Company”

“Aura”) for the year ended 31 December 2023.

The Company has continued to seek suitable acquisition and investment targets while operating with

minimal overheads following its admission to the Standard Segment of the Main Market of the London

Stock Exchange in April 2022, raising gross proceeds of £1,000,000 from a placing and subscription. In

the year to 31 December 2023, the Company incurred a loss before taxation of £153,000 (2022:

£236,000). At 31 December 2023 the Company retained cash resources of £661,000 (2022: £809,000).

Aura was established to acquire then act as the holding company for targeted businesses operating in the

Global Renewable Energy Supply Chain, particularly participants in the battery, wind, solar, biomass,

hydropower, carbon capture, waste management, smart grids and green hydrogen supply chain, and their

sub-sectors. These potential targets could range from raw materials resourcing to power generation,

energy storage and recycling.

During the year the board has met and assessed potential acquisition targets in the UK and overseas

while maintaining close connections with potential business introducers from within the Board’s

professional and business networks. By reinforcing the board’s intentions and objectives to these

potential introducers of opportunities, we have maintained a pipeline of potentially significant targets

and held early discussions with a number of potentially significant targets and held early and encouraging

discussions with a number of companies in a range of sectors and jurisdictions.

Internationally, governments and policy makers continue to affirm their collective commitment to

reducing greenhouse gas emissions through the transition from fossil fuels to renewable energy in order

to limit climate change – while seeking to balance energy sustainability, affordability and security. By

way of example:

• In March 2024 the United Nations Framework Convention on Climate Change and the International

Energy Agency underlined their joint approach to addressing climate change.

• As announced in November 2023, the EU contributed €28.5 billion in climate finance from public

sources and mobilised a further €11.9 billion of private finance in 2022 to support developing

countries in reducing greenhouse gas emissions and adapting to the impacts of climate change.

• The United States government remains engaged in multiple sectors to meet its climate goals, its

Inflation Reduction Act delivering large emission reductions at manageable cost.

• In the UK, the Electricity System Operator authorized the importance of wind power as it unveiled in

March 2024 a £58 billion investment in the electricity grid to authorized power while meeting

growing energy demand by 2035.

• On 27 March 2024 the UK electricity regulator Ofgem announced a £3.4 billion funding package for

a proposed 2GW ‘electricity superhighway’ between Scotland and Yorkshire, to help harness the

potential of Britain’s offshore wind, powering up to 2 million homes.

Also in March 2024, the UK Government announced initiatives to improve energy market efficiency, while

further investments in renewable energy transmission and distribution have been announced by both SP

Energy Networks and ScottishPower. Meanwhile, demand for both solar PV and heat pump small-scale

installations has risen substantially.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

The ongoing economic and political uncertainty caused by supply chain issues, inflation, interest rate

rises, hostilities in Europe and further afield, continued to restrict capital market activity during 2023.

However, early signs of interest rate reductions on the back of lower inflation figures should have a

positive impact on markets. We remain confident that the renewable energy sector will offer excellent

opportunities for acquisitive and organic growth and are committed to ensure that the Company and its

stakeholders have the chance to share in these opportunities. We believe our cautious approach to

finding the right transaction, while in the meantime closely controlling overheads, will prove successful.

We are very aware of the need of our wider environmental, social and governance responsibilities to

shareholders and other stakeholders and once we have made our first acquisition, we will follow what

we believe to be market best practice and developing procedures to address these important issues.

I would like to thank my fellow board members and our advisers for their assistance in this vital stage of

the Company’s development and look forward to providing an update on progress in due course.

Yours Sincerely

John Croft

Non-Executive Chairman

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Strategic Report

Business review and future developments

During the year ended 31 December 2023, 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. To date, however, a suitable opportunity 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 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.

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, reflecting the fact that the

Company wishes to assess targets from across the Global Renewable Energy Sector Supply Chain, the

Directors consider that the commercial potential and appeal of a target’s products or services and the

attributes of a target’s founders/management team are key aspects in evaluating any potential target.

Following its first acquisition, which will see the Company go from being considered a SPAC to being the

holding company of an operational business, the Directors may continue to seek out further

opportunities which may be bolt-on acquisitions to the acquired business, so as to create a platform, or

constitute a separate standalone division. Whilst the first acquired business may enable the Company to

build a platform in order to undertake complementary acquisitions, there is no specific number of such

further acquisitions currently envisaged and no specific timeframe over which those acquisitions may be

made.

Whether the first Acquisition is followed by further bolt-on acquisitions will depend greatly on the profile

and needs of that initial target. Once acquired, there may be a compelling reason to seek further

complementary businesses. However, it is also possible that the Directors will concentrate on the

business of the enlarged group following the initial Acquisition and seek to grow that organically.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

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

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 foc

using on opportunities that give the Company a controlling

interest using the Directors’ experience in making such acquisitions.

Inability to fund

operations post-

acquisition

The Company may be unable to fund the operations post-acquisition of the target

business if it does not obtain additional funding, however, the Company will

ensure that appropriate funding measures are taken to ensure minimum

commitments are met.

The Company’s

relationship with

the Directors and

conflicts of

interest

The Company is dependent on the Directors to identify potential acquisition

opportunities and to execute an acquisition.

The Directors are not obliged to commit their whole time to the Company’s

business; they will allocate a portion of their time to other businesses which may

lead to the potential for conflicts of interest in their determination as to how

much time to assign to the Company’s affairs. However, the Board has established

an Independent Acquisitions Committee which will consider potential acquisition

targets where a Director has a conflict.

Suitable

acquisition

opportunities

may not be

identified or

completed

The Company’s business strategy is dependent on the ability of the Directors to

identify suitable acquisition opportunities. If the Directors are not able to identify

a suitable acquisition target, the Company may not be able to fulfil its objectives.

Furthermore, if the Directors identify a suitable target, the Company may not

acquire it at a suitable price or at all. In addition, if an acquisition is identified and

subsequently aborted, the Company may be left with substantial transaction

costs. The Board of Directors has considerable experience in corporate finance

activities and in managing acquired business which is expected to benefit the

Company and minimise these risks.

Risks inherent in

an acquisition

Although the Company and the Directors will evaluate the risks inherent in a

particular target, they cannot offer any further assurance that all of the significant

risk factors can be identified or properly assessed. Furthermore, no assurance can

be made that an investment in Ordinary Shares in the Company will ultimately

prove to be more favourable to investors than a direct investment, if such an

opportunity were available, in a target business. The experience of the Board both

in terms of relevant sector experience and corporate finance skills are key to

managing these risks.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

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 or

requirements to

provide alternative

consideration

In certain jurisdictions, there may be legal, regulatory or practical

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 opportunities in

the renewables sector. 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, other than the maintenance of cash and

cash equivalents, analysis using KPIs is not appropriate for an understanding of the business at this time.

As at 31 December 2023, the Company’s cash and cash equivalents were approximately £661,000 (31

December 2022: £809,000).

Gender analysis

A split of our Directors by gender at the end of the financial year is: Male: 4 and Female: 0. The Board

recognizes the need to operate a gender diverse business, and will ensure this is reviewed following an

acquisition. The Board will also ensure any future employment considers the necessary diversity

requirements and compliance with all employment law. The Board is satisfied that it has the experience

and sufficient training and qualifications to operate this business at this early stage. More details will be

disclosed in the future annual reports once the Company completes an acquisition.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

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.

The Company is reviewing the process of integrating the Task Force on Climate-Related Financial

Disclosures (TCFD) and Sustainable Development Goals (SDG) disclosures and will be added in future

reporting and at the relevant time, once an acquisition has been agreed.

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. In conducting its activities, the Board has regard to and

respect for human rights and the Company’s impact on society and local communities.

Policies and procedures have been established to ensure strong corporate governance including anti-

corruption and anti-bribery matters.

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.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Strategic Report (continued)

Section 172(1) Statement – Promotion of the Company for the benefit of the members as a whole

(continued)

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 2023.

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 2023:

• Any contracts for third-party advisory services provided have been undertaken with a clear cap

on financial exposure.

As a Company, the Board seriously considers its ethical responsibilities to the communities and

environment.

Maintaining High Standards of Business Conduct

The Board places great importance on this aspect of corporate life, where failure could put the Company

at risk, and seeks to ensure that this flows through all its business interactions and at all levels of the

Company. The Board upholds the importance of sound ethical values and behaviour not only because it

is important to the Company to successfully achieve its corporate objectives and to transmit this culture

throughout the organisation, but also to set a benchmark and send a signal of what it will and will not do

in the jurisdictions in which the Company may operate.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

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 2018 (the ‘QCA Code’) and the

Board recognises the need to maintain a high standard of corporate governance as well as to comply with

the Listing Rules to safeguard the interest of the Company’s stakeholders.

The corporate governance arrangements that the Board has adopted, and observance of applicable

regulatory requirements also form part of the corporate culture, requiring a standard of behaviour when

interacting with suppliers, business partners, service providers, regulators and others. For example, the

Company has adopted an Anti-Corruption and Bribery Policy and Whistleblowing Policy that dictate

acceptable behaviour as well as the Share Dealing Code for Directors and employees, and in accordance

with the requirements of the Market Abuse Regulations, which came into effect in 2016.

Shareholder Engagement

The Board places equal importance on all shareholders and recognises the significance of transparent

and effective communications with shareholders. There is a need to provide fair and balanced

information in a way that is understandable to all stakeholders and particularly our shareholders. The

Board recognises that it is accountable to shareholders for the performance and activities of the

Company and is committed to providing effective communication with its shareholders. Significant

developments are disseminated through stock exchange announcements. Any changes to the Board and

Board Committees, changes to major shareholder information, QCA Code disclosure updates are

promptly published via Regulatory News Service announcements and the website to enable the

shareholders to be kept abreast of the Company’s affairs. The Company’s Annual Report and Notice of

Annual General Meetings (AGM) are available to all shareholders and the Interim Report can be

downloaded from the Company’s website https://aurarenewables

.com.

Shareholders can attend the Company’s Annual General Meetings and any other shareholder meetings

held during the year, where they can formally ask questions, raise issues and vote on the resolutions as

well as engage in a more informal one-to-one dialogue with the Directors.

The Directors are fully aware of their responsibilities to promote the success of the Company in

accordance with section 172 of the Companies Act 2006. The Board continuously reflects on how the

Company engages with its stakeholders and opportunities for enhancement in the future. As required,

the Company’s external advisors and the Company Secretary will provide support to the Board to help

ensure that sufficient consideration is given to issues relating to the matters set out in s172(1)(a)-(f). The

Board regularly reviews the Company’s principal stakeholders and how it engages with them. This is

achieved through information provided via Regulatory News Service announcements, Corporate

Presentations, and Shareholder Meetings and teleconferences and also by direct engagement with

stakeholders themselves.

This report was approved by the Board of Directors on 5 April 2024 and signed on its behalf by:

Guy Ranawake, Director

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Directors’ Report

The Directors present their Annual Report together with the financial statements of the Company for the

year ended 31 December 2023. 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 operating in the Global

Renewable Energy Sector Supply Chain.

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 9 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

- Guy Ranawake

- Robin Stevens

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Directors’ Report (continued)

Director biographies

John Croft – Non-Executive Chairman (Age: 71)

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 has been the Executive Chairman and is a member of the Audit Committee 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. As

Executive Chairman of Jade Road Investments Limited, he leads the non-executive directors and has

primary responsibility for ensuring that the company meets the standards of corporate governance

expected of an AIM investing company of its size.

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. Golden Rock Global Ltd’s

IPO was in 2016, and in November 2021, Golden Rock Global Ltd. Announced its intention to acquire

BOLT GLOBAL, a block chain-based media and decentralised finance ecosystem.

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.

David Fitzsimmons – Non-Executive Director (Age: 68)

David Fitzsimmons is highly experienced in the energy business, in both executive and non-executive

positions. After a 27-year career with BP, from 1978 to 2004, he served as CEO of the UK listed

renewables company Novera Energy for 4 years, from 2005 to 2009. He has subsequently advised several

other renewables companies, including serving on the strategic advisory board of Braemar Energy in New

York from 2005 to 2020.

Currently, David is a Member of the Technology Expert Service at Imperial College and has been since

2019, providing support and guidance on the commercialisation of its technologies, and has been a

member of Pearlstone Energy’s Advisory Board from 2018.

Additionally, David is a director of Locate in Kent (appointed in 2015), the Inward Investment Agency for

Kent, as well as a Governor of Skinners Kent Academy (appointed in 2011). David has also been appointed

as a director of the Skinners’ Academy, with effect from 1 January 2022. David was made Chairman of

Dig Deep in 2021, having been a director and trustee since 2017, a charity that brings clean water and

hygiene training to rural communities in Kenya.

Previously, David served as a director at the Renewables Energy Association from 2007 to 2009 and the

International Petroleum Exchange from 1996 to 1997. He resides in the United Kingdom.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Directors’ Report (continued)

Guy Ranawake – Non-Executive Director (Age: 55)

Guy Ranawake is an experienced financial professional with considerable experience in the renewable

energy space. He is currently an Independent Adviser and has acted for a variety of technology-focused

SMEs including Exagen (from 2020) (a grid-scale solar and storage developer), with a particular focus on

business strategy and capital raising. Most recently, in December 2021, he became a Designated Member

of SRC Partners LLP, an LLP set up for the purpose of fund management focused on private market

opportunities in the sustainability and energy transition space.

Guy is also Chair of the Dalgarno Trust, having been appointed in November 2020, a charity that aims to

improve the lives of those living in North Kensington, London.

From 2016 through to 2020, Guy was the Senior Investment Director and Fund Manager of Ingenious

Group, an Alternative Investment Fund Manager (“AIFM”) authorised and regulated by the FCA, where

he managed infrastructure and infrastructure technology funds investing in renewable energy assets and

technology providers, involved in businesses such as smart grids, electric vehicle charging, and energy

efficiency solutions.

He also has prior experience at Evercore (2008 to 2015), Barclays (2007 to 2008) and Citi (1995 to 2003),

where he held director positions in their respective Energy and Infrastructure teams. Guy has been an

Associate of the Institute of Chartered Accountants of England and Wales (“ICAEW”) since 1993, having

qualified with PWC (1990 to 1995). He resides in the United Kingdom.

Robin Stevens – Non-Executive Director (Age: 70)

Robin Stevens has a wealth of experience in corporate finance, financial advisory and business consulting.

Currently, he is a Senior Adviser and Capital Markets Lead at MHA MacIntyre Hudson LLP (from 2021),

where he provides capital markets and corporate finance advice to firms in the UK and overseas. He has

particular experience working with emerging companies in the Asia Pacific region.

Robin has been an executive director at Robin Stevens Consulting Limited since 2018, which provides

financial advisory and business consulting services to emerging companies in the UK and abroad, non-

executive chairman at Vector Capital PLC (from 2020), a specialist group facilitating business to business

loans secured against land and property in the UK, where he chairs the Audit Committee and serves on

the Remuneration Committee, a non-executive director of Hercules Site Services PLC (from 2022), a

business providing direct labour, civil engineering, specialist excavation and ancillary services to the UK

construction sector, where he chairs the Audit Committee , a non-executive director at Annica Holdings

Limited, a Catalist listed company on the Singapore Stock Exchange with operations in the oil and gas and

renewable energy sectors, where he serves on the Audit Committee and chairs the Nomination

Committee, and, since 2023, a non-executive director of East Imperial Plc, a

global purveyor of super-

premium beverages, where he chairs the Audit Committee

Previously, Robin was a corporate finance and audit partner at Moores Rowland LLP from 1989 to 1999,

MRI Moores Rowland LLP from 1999 to 2007, Mazars LLP, from 2007 to 2010, and Crowe UK LLP, from

2010 to 2018, at which firms he was in each case UK Capital Markets Lead. He was a Senior Adviser to

Crowe UK LLP from 2018 to 2021. He was also Chairman of the International Corporate Finance

Committee of the worldwide accounting groups Moores Rowland International and Praxity International.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Directors’ Report (continued)

He has acted as lead partner as Reporting Accountant on numerous capital market transactions in the

UK, Europe and the Far East. He has presented on capital markets and corporate governance issues in

the roles above at capital market seminars and workshops over the last 20 years. He resides in the United

Kingdom.

Independence of the Board

As the Directors are incentivised by the grant of Director Warrants, as described in Note 9 to the Financial

Statements, their 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 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 2023, none of the Directors and their connected persons held any beneficial interests

in the ordinary share capital of the Company.

Each Director has been granted 262,500 Director Warrants, further details of which are set out in the

Directors Remuneration Report and 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 2023.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Directors’ Report (continued)

Substantial shareholders

The following had interests of 3 per cent or more in the Company’s issued share capital as at 31 December

2023.

Party Name

Number of Ordinary

% of Ordinary Share

Capital

Redmayne Bentley Nominees

320,000

3.04%

Hargreaves Lansdown (Nominees) Limited

332,728

3.17%

Peel Hunt Holdings Limited

336,869

3.21%

JIM Nominees Limited

370,000

3.52%

Harmony Capital Investments Limited

1,500,000

14.29%

The following had interests of 3 per cent or more in the Company’s issued share capital after 31

December 2023 and at the date of signing the balance sheet.

Party Name

Number of Ordinary

% of Ordinary Share

Capital

Hargreaves Lansdown (Nominees) Limited

332,728

3.17%

Peel Hunt Holdings Limited

336,869

3.21%

JIM Nominees Limited

370,000

3.52%

Redmayne Bentley Nominees

430,000

4.09%

Harmony Capital Investments Limited

1,500,000

14.29%

Capital and returns management

The Company raised gross proceeds of £1,000,000 from the Placing and subscriptions, as more fully

described in Note 9 to the Financial Statements. The Directors believe that, following an Acquisition,

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 2023.

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 will remain 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 is 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.

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.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Directors’ Report (continued)

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 Robin Stevens (Chair) and Guy Ranawake, 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 David Fitzsimmons (Chair) and John Croft. 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.

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.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Directors’ Report (continued)

Nomination and Remuneration Committee (continued)

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.

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.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Directors’ Report (continued)

Board meetings

The core activities of the Board are carried out in scheduled meetings and regular reviews of the business

are conducted. Additional meetings and conference calls are arranged to consider matters which would

require discussions outside of scheduled meetings.

The Directors maintain frequent contact with each other to discuss issues of concern and keep them fully

briefed to the Company’s operations. All Directors attended all Board meetings held.

Employee and greenhouse gas (GHG) emissions

The Company currently does not trade or have employees other than the Directors. Therefore, the

Company has minimal carbon or greenhouse gas emissions and it is not practical to obtain emissions data

at this stage. Greenhouse gas emissions, energy consumption and energy efficiency disclosures have not

been given because the Company consumed less than 40,000 kWh of energy during the year.

Equal opportunity

The Company promotes a policy for the creation of equal and ethnically diverse employment

opportunities including with respect to gender. When the Company employs any staff, it will promote

and encourage employee involvement wherever practical as it recognises employees as a valuable asset

and is one of the key contributions to the Company’s success.

Going concern

After making enquiries, the Directors have a reasonable expectation that the Company has adequate

resources to continue in operational existence for the foreseeable future. Further details are given in

Note 2 to the financial statements. For this reason, the Directors continue to adopt the going concern

basis in preparing the financial statements.

Statement as to disclosure of information to auditors

The Directors confirm that:

• there is no relevant audit information of which the Company’s statutory auditor is unaware; and

• each Director has taken all the necessary steps he ought to have taken as a Director in order to

make himself aware of any relevant audit information and to establish that the Company’s

statutory auditor is aware of that information.

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 5 April 2024 by:

Guy Ranawake, Director

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

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 (the “QCA Code”) so far as is

practicable given the Company’s size and nature. The QCA Code sets out a standard of minimum best

practice for small and mid-size quoted companies. Given the early stage of the Company, there are areas

where it is not appropriate to fully follow the code, which have been identified below.

Principle 1: Establish a strategy

and business model which

promote long-term value for

shareholders

The Company is a Special Purpose Acquisition Company

(“SPAC”). The purpose of the Company is to seek out suitable

acquisition targets in the renewable energy sector.

Aura has been established with a view to taking advantage of the

growing demand for renewable energy investment. It aims to do

so through a phased strategy of selecting targets in both mature

and growing markets; focusing investment and management

expertis

e 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 10.

Principle 2: 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://aurarenewable

s.com/, for both

financial and general news relevant to shareholders.

All shareholders are invited to attend the Company’s Annual

General Meeting (“AGM”) on 15 May 2024 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 3: Take into account

wider stakeholder and social

responsibilities and their

implications for long-term success

The Company is very aware of the needs of our wider

environmental, social and governance responsibilities to

shareholders and other stakeholders and their implications for

long-term success. Once we have made our first acquisition, we

will follow

what we believe to be market best practice and

develop procedures to address these important issues.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Corporate Governance Statement (continued)

Principle 4: Embed effective risk

management, considering both

opportunities and threats,

throughout the organisation

The Board recognises the need for effective and well-defined

risk management process 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 5: Maintain the board as a

well-functioning, balanced team led

by the chair

At present, the Company has no independent directors so

does not meet the QCA Code requirement that a company

should have at least two independent non-executive

directors. 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.

The following Board and Committee meetings were held

during the year to 31 December 2023, 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(s)

John Croft

5/5

N/A

1/1

David Fitzsimmons

5/5

N/A

1/1

Guy Ranawake

5/5

3/3

N/A

Robin Stevens

5/5

3/3

N/A

Principle 6: Ensure that between

them the directors have the

necessary up-to-date experience,

skills and capabilities

The Board believes that the composition of the Board brings

a desirable range of skills and

experience in light of the

Company’s challenges and opportunities following

Admission, while at the same time ensuring that no individual

(or a small group of individuals) can dominate the Board’s

decision making. The Company will appraise the structure of

the Board on an ongoing basis and after the first acquisition.

Full

biographies for each director can be found on pages 12-

13.

Principle 7: Evaluate board

performance based on clear and

relevant objectives, seeking

continuous improvement

The Nomination and Remuneration Committee is responsible

for carrying out an annual evaluation of the performance of

the Board. Considering the early stage of Company, it is not

considered appropriate to Evaluate board performance at

this time.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Corporate Governance Statement (continued)

Principle 8: Promote a corporate

culture that is based on ethical values

and behaviours

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 9: Maintain governance

structures and processes that are fit

for purpose and support good

decision making by the board

The Board as a whole are responsible for the governance and

stewardship of the Company. The Board has established an

Audit Committee and a Nomination and Remuneration

Committee. In addition, the Board has also established an

Independent Acquisitions Commit

tee which will consider

potential targets where a Director has a conflict.

Audit 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 has particular

focus 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 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.

The Nomination and Remunerationcommittee has specific

responsibility for the determination of specific remuneration

packages for 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.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Corporate Governance Statement (continued)

Principle 9: Maintain governance

structures and processes that are fit

for purpose and support good

decision making by the board

(continued)

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 (in

cluding 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 10: Communicate how the

company is governed and is

performing by maintaining a dialogue

with shareholders and other relevant

stakeholders

The Board is committed to maintaining good communication

with shareholders by providing effective communication

through our Annual Report

along with Regulatory News

Service announcements. We also use the Company’s

website, https://aurarenewables.com/

, for both financial

and general news relevant to shareholders.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

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.

The items included in the Directors’ Remuneration Report

are unaudited unless otherwise stated.

Directors’ letters of appointment

On 5 April 2022, each Director entered into a letter of appointment with the Company. The letters of

appointment entitle 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. 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 2023, there were no dividends paid.

Particulars of Directors’ remuneration (audited)

No Director received any remuneration during the year ended 31 December 2023 (period ended 31

December 2022: nil).

Statement of Directors’ shareholding and share interests (audited)

The Directors who served during the year ended 31 December 2023, and any interests at that date, are

disclosed on Pages 11 and 14. There were no changes between the reporting date and the date of

approval of this report.

Each of the four Directors has been granted 262,500 Director Warrants 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.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Directors’ Remuneration Report (continued)

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.

Other matters

The Company does not currently have any annual or long-term incentive schemes in place for any of the

Directors and therefore there are no disclosures in this respect.

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:

Guy Ranawake, Director

Date: 5 April 2024

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Statement of Directors’ Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance

with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that

law, the Directors have elected to prepare the financial statements in accordance with applicable law

and UK-adopted International Accounting Standards and with the requirements of the Companies Act

2006. Under company law the Directors must not approve the financial statements unless they are

satisfied that they give a true and fair view of the state of the affairs of the Company and of the profit or

loss for that year.

In preparing these financial statements, the Directors are also required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK-adopted International Accounting Standards have been followed,

subject to any material departures disclosed and explained in the financial statements;

- prepare the Strategic Report, Directors’ Report and Directors’ Remuneration Report which

comply with the requirements of the Companies Act 2006; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume

that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and

explain the Company’s transactions and disclose with reasonable accuracy at any time the financial

position of the Company and enable them to ensure that the Financial Statements comply with the

Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence

for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial

information included on the Company’s website. Legislation in the United Kingdom governing the

preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors’ responsibility statement pursuant to disclosure and Transparency Rules

The Directors are responsible for preparing the Financial Statements in accordance with the Disclosure

and Transparency Rules of the United Kingdom’s Financial Conduct Authority (“DTR”) and with UK-

adopted International Accounting Standards.

Each of the Directors, whose names and functions as listed in the Board of Directors confirm that, to

the best of their knowledge:

• the financial statements, prepared in accordance with UK-adopted International Accounting

Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss

of the Company;

• the Strategic and Directors’ Reports include a fair review of the development and performance

of the business and the financial position of the Company, together with a description of the

principal risks and uncertainties that it faces; and

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

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:

Guy Ranawake, Director

Date: 5 April 2024

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

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 2023 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 2023 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 directors’ 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;

• Analysing the forecasts up to 30 June 2025 and reviewing the key underlying assumptions in

relation to expenditure and checking the mathematical accuracy of management’s going

concern model;

• Challenging management over the key underlying assumptions; and

• Inspecting the bank balances up to the date of approval of the financial statements.

We noted that the Company had bank balances in excess of £647,000 in March 2024.

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 do’bt on the company's

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

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 a key concept in the context of an audit. In providing an opinion on whether the financial

statements give a true and fair view, we are providing an opinion on whether the financial statements

as a whole are free from material misstatement whether due to fraud or error.

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

3% of net assets 2023 - £19,000

2022 - £23,220

Overall materiality was determined based on 3% (2022:

3%) of net assets.

Net assets were considered to be an appropriate basis

as the company is a non-trading holding company which

holds significant cash balances and has not yet

completed an acquisition.

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 £15,200 (2022: £16,250), being 80% (2022: 70%) 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.

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. We have agreed with the Audit Committee that we

would report to the committee all individual audit differences in excess of £950 (2022: £1,160), as

well as differences below these thresholds that, in our view, warranted reporting on qualitative

grounds. We also report to the Audit Committee on disclosure matters that we identified when

assessing the overall presentation of the financial statements.

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,

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

including evaluating whether there was evidence of bias by the directors that represented a risk of

material misstatement due to fraud. We identified what we considered to be key audit matters in the

next section and planned our audit approach accordingly. We applied the concept of materiality both

in planning and performing our audit, and in evaluating the impact of misstatements as explained in

the previous section.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the financial statements of the current period and include the most significant assessed

risks of material misstatement (whether or not due to fraud) we identified, including those which had

the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing

the efforts of the engagement team. These matters were addressed in the context of our audit of the

financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate

opinion on these matters.

Key Audit Matter

How our scope addressed this matter

Management override of controls

Under ISA (UK) 240 “The auditor’s

responsibilities relating to fraud in an audit

of financial statements”, there is a

presumed significant fraud risk of

management override of controls.

The primary responsibility for the

prevention and detection of fraud rests with

management and those charged with

governance. They are responsible for the

design, implementation, and maintenance

of internal control to support the

achievement of the policies, processes and

objectives to manage the risks facing the

entity, including those relating to fraud.

Our audit is designed to provide

reasonable assurance that the financial

statements as a whole are free from

material misstatement, whether due to

fraud or error.

Our work in this area included:

•

Testing the appropriateness of journals

during the period under review, including

those made at the end of the period and

post-closing entries, to determine whether

these were appropriate.

•

Reviewing accounting estimates,

judgements, and assumptions within the

financial statements for evidence of

management bias and agreeing to

appropriate supporting documentation.

•

Evaluating whether there is a clear

business rationale to support any

significant transactions outside the normal

course of the business of the entity, or

transactions which otherwise appear to be

unusual.

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.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

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 directors’ responsibilities statement, 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

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

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. This is evidenced by discussing

laws and regulations with management, reviewing minutes of meetings of those charged with

governance, and reviewing legal or professional expenditures.

• We determined the principal laws and regulations relevant to the company in this regard to

be those arising from:

o Financial Conduct Authority 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 the financial statement disclosures and agreeing them to supporting

documentation to assess compliance with relevant laws and regulations discussed

above;

o Reviewing minutes of meetings of those charged with governance and Regulatory

News Service announcements; and

o Reviewing legal and professional fees to understand 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.

• 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

.This description

forms part of our auditor’s report.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

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 ended 31 December 2022 and subsequent financial periods. Our total uninterrupted period

of engagement is 2 years, covering the periods ending 31 December 2022 to 31 December 2023.

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.

We performed a review of the interim financial information of the Company for the six-month period

ended 30 June 2023.

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.

vid Thompson (Senior Statutory Auditor) 15 Westferry Circus

For and on behalf of PKF Littlejohn LLP Canary Wharf

Statutory Auditor London E14 4HD

5 April 2024

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Statement of Comprehensive Income

For the year ended 31 December 2023

Note

Year ended

31 December

2023

Period ended

31 December

2022

Revenue

Administrative expenses

(160,697)

(236,249)

Operating loss

(160,697)

(236,249)

Finance income

8,176

Loss before taxation

(152,521)

(236,249)

Income tax

Total comprehensive loss attributable to the equity holders

(152,521)

(236,249)

Basic and diluted earnings per ordinary share attributable to

the equity holders (£)

(0.015)

(0.035)

There are no items of other comprehensive income. All activities relate to continuing operations.

The notes to the financial statements on pages 38 to 49 form an integral part of these financial

statements.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Statement of Financial Position

as at 31 December 2023

Note

At 31

December

2023

At 31

December

2022

ASSETS

Current assets

Cash and cash equivalents

661,499

809,472

Other receivables – prepayments

8,754

5,697

Total assets

670,253

815,169

LIABILITIES

Current liabilities

Accruals

34,800

35,400

Total liabilities

34,800

35,400

EQUITY

Equity attributable to owners

Ordinary share capital

150,000

Share premium

855,000

Share-based payment reserve

19,223

11,018

Retained losses

(388,770)

(236,249)

Total equity attributable to Shareholders

635,453

779,769

Total equity and liabilities

670,253

815,169

The notes to the financial statements on pages 38 to 49 form an integral part of these financial

statements.

This report was approved by the Board of Directors and authorised for issue on 5 April 2024 and signed

on its behalf by:

Guy Ranawake

Director

Registered number: 13723431

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Statement of Changes in Equity

for the year ended 31 December 2023

Ordinary

capital

premium

Share-based

payment

reserve

Retained

earnings

Total equity

Balance at incorporation

Loss for the period

(236,249)

Total comprehensive loss for the period

(236,249)

Transactions with owners in the period

Issue of ordinary shares

150,000

900,000

1,050,000

Share issue costs

(45,000)

Share-based payment charges

11,018

Total transactions with owners

150,000

855,000

11,018

1,016,018

At 31 December 2022

150,000

855,000

11,018

(236,249)

779,769

Loss for the year

(152,521)

Total comprehensive loss for the period

(152,521)

Transactions with owners in the period

Share-based payment charges

8,205

Total transactions with owners

8,205

At 31 December 2023

150,000

855,000

19,223

(388,770)

635,453

The notes to the financial statements on pages 38 to 49 form an integral part of these financial

statements.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Statement of Cash Flows

for the year ended 31 December 2023

Year ended

31 December

2023

Period ended

31 December

2022

Cash flows from operating activities

Loss after income tax

(152,521)

(236,249)

Increase in prepayments

(3,057)

(5,697)

(Decrease) / increase in payables

(600)

35,400

Share-based payment charges

8,205

11,018

Interest received

(8,176)

Net cash flow used in operating activities

(156,149)

(195,528)

Cash flows from financing activities

Net proceeds from issue of ordinary shares

1,005,000

Net cash inflow from financing activities

1,005,000

Cash flows from investing activities

Interest received

8,176

Net cash inflow from financing activities

8,176

Net (decrease) / increase in cash and cash equivalents

(147,973)

809,472

Cash and cash equivalents at beginning of period

809,472

Cash and cash equivalents at end of year

661,499

809,472

No net debt reconciliation is provided as the Company has no debt.

The notes to the financial statements on pages 38 to 49 form an integral part of these financial

statements.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Notes to the Financial Statements

1. General information

The Company was incorporated on 4 November 2021 as Aura Renewable Acquisitions Plc in England

and Wales with company number 13723431 under The Companies Act 2006.

The address of its registered office is Holborn Gate, 330 High Holborn, London WC1V 7QH.

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.

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 2023 do

not have a significant impact on the Company’s financial results or position and have therefore

not been applied.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Notes to the Financial Statements (continued)

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:

• Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

• Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)

• Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

• Non-current Liabilities with Covenants (Amendments to IAS 1)

• Lack of Exchangeability (Amendments to IAS 21)

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 financial position of the Company, its cash flows and liquidity position are set out in these

financial statements. As at 31 December 2023, the Company had cash and cash equivalents of

£661,499.

The Company has prepared monthly cash flow projections based on estimates of key variables

to expenditure through to June 2025 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) Comparative figures

The comparative figures cover the period from incorporation on 4 November 2021 to 31

December 2022.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Notes to the Financial Statements (continued)

f) 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.

g) 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.

h) 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.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Notes to the Financial Statements (continued)

i) Financial instruments

Initial recognition

A financial asset or financial liability is recognised in the statement of financial position of the

Company when it arises or when the Company becomes part of the contractual terms of the

financial instrument.

Derecognition

A financial asset is derecognised when:

- the rights to receive cash flows from the asset have expired, or

- the Company has transferred its rights to receive cash flows from the asset or has

undertaken the commitment to fully pay the cash flows received without significant

delay to a third party under an arrangement and has either (a) transferred

substantially all the risks and the assets of the asset or (b) has neither transferred nor

held substantially all the risks and estimates of the asset but has transferred the

control of the asset.

Receivables

Receivables are initially recognised at fair value when related amounts are invoiced then

carried at this amount less any allowances for doubtful debts or provision made for

impairment of these receivables.

Cash and cash equivalents

The Company considers any cash on short-term deposits and other short-term investments to

be cash equivalents.

The Company considers the credit ratings of banks in which it holds funds in order to reduce

its exposure to credit risk. The Company will only keep its holdings of cash and cash

equivalents within institutions which have a strong credit rating.

Trade and other payables

These financial liabilities are all non-interest bearing and are initially recognised at the fair

value of the consideration payable.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Notes to the Financial Statements (continued)

j) 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.

k) 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.

l) 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.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Notes to the Financial Statements (continued)

4. Operating expenses by nature

Administrative expenses

Year

ended 31

December

2023

Period

ended 31

December

2022

Legal and professional costs

13,800

94,138

LSE fees

15,981

41,323

Other regulatory costs

17,263

17,092

Website costs

4,258

10,422

Company secretarial

21,769

11,814

Share registrars

7,737

8,957

Public relations

8,550

2,400

Audit fee

32,160

30,000

Company set-up

492

Corporate broking costs

14,400

Acquisition due diligence costs

10,000

Share-based payment charged (Note 9)

8,205

11,018

Other expenses*

6,574

8,593

Total administrative expenses

160,697

236,249

*Other expenses have been set out in more detail in the current year financial statements.

None of the directors received any remuneration during the year.

5. Finance income

Finance income

Year

ended 31

December

2023

Period

ended 31

December

2022

Interest received on deposit accounts

8,176

Total finance income

8,176

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Notes to the Financial Statements (continued)

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

December

2023

Period

ended 31

December

2022

Loss before taxation

(152,521)

(236,249)

Tax calculated at the statutory rate of 19%

(28,979)

(44,887)

Disallowable expenditure

1,559

1,140

Tax effects of:

Unrecognised tax losses

27,420

43,747

Tax expense / (credit)

The main rate of corporation tax increased to 25% from 1 April 2023.

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 2023, the Company had estimated unutilised tax losses of approximately

£363,000 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.

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Notes to the Financial Statements (continued)

Year ended 31 December 2023

Basic and diluted EPS

Earnings

Weighted

average number

of shares

Per-share

amount

Loss attributable to shareholders

(152,521)

10,500,000

(0.015)

Period ended 31 December 2022

Basic and diluted EPS

Earnings

Weighted

average number

of shares

Per-share

amount

Loss attributable to shareholders

(236,249)

6,790,095

(0.035)

8. Cash and cash equivalents

As at 31

December

2023

As at 31

December

2022

Cash at bank

661,499

809,472

___________

661,499

___________

809,472

9. Share capital and share premium

Number of

Ordinary

Number

Deferred

Ordinary

On incorporation (Ordinary Shares of £1.00 each)

Issue of Ordinary Shares of £1.00 each

49,999

Share conversion

500,000

45,000

50,000

Subscription for Ordinary Shares of £0.01 each

1,000,000

10,000

Placing of Ordinary Shares of £0.01 each

9,000,000

90,000

At 31 December 2022

10,500,000

45,000

150,000

Movements in the year

At 31 December 2023

10,500,000

45,000

150,000

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Notes to the Financial Statements (continued)

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.

10. Warrants

The Company granted a total of 12,780,000 unlisted Warrants, on Admission, in relation to the share

capital of the Company as follows:

i) “Freely Transferable Warrants’’ granted to Investors subscribing for New Ordinary Shares

under the placing and to Harmony Capital under the terms of the Shareholder Loan

Agreement on the basis of one Freely Transferable Warrant for every one Existing Ordinary

Share and New Ordinary Share subscribed for. No consideration was payable for the issue

of these Warrants. Each Freely Transferable Warrant enables the holder to subscribe for one

Ordinary Share for 15 pence (a 50 per cent. premium to the Issue Price). These Freely

Transferable Warrants are freely transferable and may be held and dealt with separately

from the Ordinary Shares subscribed for and are exercisable for a period of 3 years following

Admission. Up to 10,500,000 Ordinary Shares in aggregate may be subscribed for under the

Freely Transferable Warrants, equal to 100 per cent. of the Enlarged Issued Ordinary Share

Capital;

ii) “Director Warrants’’, granted to Directors at the discretion of the Nomination and

Remuneration Committee for no consideration. Each Director Warrant enables the holder

to subscribe for one Ordinary Share for 15 pence. 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. Should a Director resign within 12

months of Admission, they will forfeit their Director Warrants, which will be reallocated

between the Directors by the Board. Up to 1,050,000 Ordinary Shares in aggregate may be

subscribed for under the Director Warrants, equal to 10 per cent. of the Enlarged Issued

Ordinary Share Capital;

iii) “Broker Warrants”, granted to Shard Capital as part of its consideration for arranging the

Placing, in an aggregate number equal to 2 per cent. of the total number of Placing Shares

subscribed for under the Placing. Each Broker Warrant enables the holder to subscribe for

one Ordinary Share for 15 pence (a 50 per cent. premium to the Issue Price). These Broker

Warrants are exercisable for a period of 3 years following Admission and are freely

transferable. Up to 180,000 Ordinary Shares in aggregate may be subscribed for under the

Broker Warrants, equal to approximately 1.7 per cent. of the Enlarged Issued Ordinary Share

Capital; and

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Notes to the Financial Statements (continued)

iv) “Founder Shareholder Warrants”, granted to Harmony Capital as founder shareholder of the

Company under the terms of the Shareholder Loan Agreement. No consideration is payable

for the issue of these Warrants. Each Founder Shareholder Warrant enables the holder to

subscribe for one Ordinary Share at a price of one pence per Ordinary Share. These Founder

Shareholder Warrants will vest on satisfaction of the following conditions: (a) the first

Acquisition has been completed; and (b) the 30-day Volume Weighted Average Price of the

Company's Ordinary Shares exceeds £0.15 per share at any time. The Founder Shareholder

Warrants are exercisable for a period of 3 years following the vesting date and are freely

transferable from the date the first Acquisition has been completed. Up to 1,050,000

Ordinary Shares in aggregate may be subscribed for under the Founder Shareholder

Warrants, equal to 10 per cent. of the Enlarged Issued Ordinary Share Capital.

Using the Black-Scholes pricing model, the fair value of the Director Warrants and Broker Warrants

has been calculated at 1.56 pence each, giving rise to an aggregate expense for the year of £8,205

(period ended 31 December 2022: £11,018).

No warrants were exercised in the year ended 31 December 2023 (period ended 31 December 2022:

nil), and accordingly all 12,780,000 warrants remained outstanding. The inputs in the model were as

follows:

Director Warrants and Broker Warrants:

- Share price: 10.0 pence

- Exercise price: 15.0 pence

- Expected life of warrant: 3 years

- Risk-free rate: 1.76%

- Volatility: 40.0%

10. 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

2023

As at 31

December

2022

Cash and cash equivalents

661,499

809,472

661,499

809,472

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Notes to the Financial Statements (continued)

Financial liabilities at amortised cost

As at 31

December

2023

As at 31

December

2022

Trade payables and accruals

34,800

35,400

34,800

35,400

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 has no foreign currency transactions or borrowings. Therefore, it is not exposed

to market risk in respect of foreign exchange risk or interest 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 credit risk is wholly attributable to its cash balance. The credit risk from its

cash and cash equivalents is limited because the counter parties are banks with high credit

ratings and have not experienced any losses in such accounts.

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

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

For the year ended 31 December 2023

Notes to the Financial Statements (continued)

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 £635,453 as at 31

December 2023.

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.

11. Subsequent events

No events subsequent to 31 December 2023 have occurred which require disclosure in these

financial statements.

12. Related party transactions

a) During the year, the Company reimbursed expenses totalling £2,740 incurred on behalf of

the Company by John Croft (period ended 31 December 2022: £537 and £945 by Robin

Stevens (period ended 31 December 2022: £813).

b) 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. These services were made on terms equivalent to those that prevail in

arm’s length transactions.

13. Ultimate controlling party

At 31 December 2023, the Company did not have any single identifiable controlling party.

14. Capital commitments

As at 31 December 2023, there were no capital commitments entered into by the Company.

15. Contingent liabilities

As at 31 December 2023, there were no contingent liabilities.