Aura Renewable Acquisitions plc

("Aura" or "Company")

Interim Results for the six months ended 30 June 2025

2 September 2025 - Aura Renewable Acquisitions plc, a UK-based company, whose objective is to invest in the global renewable energy sector supply chain, or another sector showing high growth potential, and thereby build shareholder value, announces its interim results for the six-months ended 30 June 2025.

Aura Renewable Acquisitions Plc

Registered number 13723431

UNAUDITED CONDENSED INTERIM REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2025

Chairman's statement

It is my pleasure to present the unaudited interim results for Aura Renewable Acquisitions Plc (Aura or the Company) for the six months ended 30th June 2025.

Background

Aura was established to identify and acquire businesses operating in the renewable energy sector supply chain, particularly participants in the wind, solar, biomass, hydropower, carbon capture, waste management, smart grids and green hydrogen supply chain, and their sub-sectors. Potential targets could range from raw materials resourcing to power generation, energy storage and recycling.

Results and activities

The Company raised £1,050,000 when it joined the Standard Segment of the Main Market of the London Stock Exchange in April 2022, and since the IPO the business continues to incur minimal overheads pending identification of a suitable acquisition target. This is reflected in our net loss before taxation for the six-month period of £63,685 (2024: £61,140 (loss)), and that at 30 June 2025 we had retained cash and bank resources of £397,000. On 9 December 2024, Aura announced that it had entered into heads of terms with Zero Carbon Capital Limited ("ZCT"), a UK incorporated company with planned battery recycling operations in Europe, which set out the key terms for Aura to acquire 100% of the issued share capital of ZCT. On further investigation and consideration, the board concluded that it would not be in the best interests of the Company's shareholders to pursue the proposed acquisition and, as notified to the market on 15th April 2025, the Company gave notice to ZCT that the heads of terms and the discussions relating to the proposed transaction were terminated.

Market factors and widening of our sector focus

At a time when raising capital on financial markets remains challenging difficult due to investor scepticism and economic uncertainty, we retain our cautious approach to our first acquisition.

Economic and political uncertainty continue to be significant challenges. Although interest rates have slightly decreased, inflation remains persistently above target levels and may be on the rise. While overall activity in capital markets and new issues has been low, there are signs of a recovery in the IPO market, particularly in transactions involving reverse takeovers. Secondary offerings have also been well received in sectors where both organic and acquisitive growth can be clearly demonstrated.

There is a widespread recognition of the dangers of global warming and its effects on populations, habitats and landscapes. On 25 June, the UK Government reaffirmed its commitment to advancing the change from fossil fuels to low-carbon, renewable energy sources, announcing a 10-year industrial strategy aimed at making Britain a 'clean energy superpower' by accelerating the adoption of energy transition technologies. However, concerns about short-term costs and energy security - often misplaced - along with a general lack of understanding of renewable energy opportunities, and occasionally political motivations, have hindered economic activity and delayed medium-term investment decisions.

In view of this, and as mentioned in our 2024 Annual Report, the board decided to expand the Company's acquisition criteria beyond the global renewable energy sector supply chain, to access a wider range of potential targets. Specifically, we are exploring other industries characterised by strong macroeconomic fundamentals that have opportunities for innovation driven by new technologies and artificial intelligence (AI), where new entrants can achieve growth through acquisition and consolidation. We have encouraged by the quality and potential scalability of some of the opportunities that have been presented to us from these wider sectors.

We will provide further details regarding any changes to our acquisition criteria to investors in due course, but we are currently focusing on the healthcare and life sciences markets, alongside renewable energy.

We maintain our cautious approach in seeking the right transaction and are committed to ensuring that the Company and its stakeholders share in its prospects, all while closely managing overhead costs. We remain aware of our environmental, social and governance responsibilities to shareholders and other stakeholders, and continue to follow market best practice.

Changes to the UK Listing Rules

As a consequence of the new UK Listing Rules introduced by the Financial Conduct Authority, which came into force on 29 July 2024, the Company has automatically been included in the shell companies' category of the Official List. This category imposes additional requirements, including a time limit on completing an initial transaction, the requirement to appoint a Sponsor to advise on the initial transaction and amending the Articles to incorporate provisions providing for new time limits on the first transaction described below.

There was a transition period of one year during which those additional requirements will not apply. As the initial acquisition was not completed within that first year, the above requirements were reflected in a change to the Company's Articles in May 2025, which stated, inter alia, that "If the Company has not completed an initial transaction during the period ending on 29 July 2027 (Initial Period), it will cease operations on that date, unless Article 140.3 applies summarised below:

I would like to thank my fellow board members and our advisers for their continued guidance and support. There is no doubt that within our team we have the skills, experience and connections to capitalise on the opportunities that exist in identifying a suitable acquisition.

John Croft

Non-Executive Chairman

2 September 2025

Principal Risks and Uncertainties

The Directors consider the principal risks and uncertainties facing the Company and a summary of the key measures taken to mitigate those risks are as follows:

Operational risks - difficulties in acquiring suitable targets

The Company's strategy is dependent to a significant extent on its ability to identify sufficient suitable acquisition opportunities and to execute these transactions at a price and on terms consistent with the Company's strategy. In particular, in order to qualify for re-admission to the Official List following an acquisition, the expected aggregate market value of the issued Ordinary Shares on such re-admission would have to be at least £30 million. However, it is possible that the board might decide to seek admission to the AIM Market at the time of its first acquisition, where no such size constraints exist, rather than re-join the Official List.

If the Company cannot identify suitable acquisitions, or successfully execute any such transactions, this will have an adverse effect on its financial and operational performance, and it will be unable to achieve its strategic objectives.

In the event of the completion of an acquisition, the Company will adopt a formal treasury policy which will be reviewed and approved by the Audit Committee on an annual basis. The treasury policy will cover all areas of treasury risk including foreign exchange, interest rate, counterparty and liquidity.

The success of the Company's business strategy is also dependent on the subsequent performance of the acquired entities.

The directors seek to manage these risks by leveraging the experience of the skill sets of the non-executive directors to prudently identify, pursue and execute on acquisition opportunities. The review of acquisition targets involves and assessment of the target's business and the markets it operates in, its business plans and management capabilities.

CONDENSED STATEMENT OF COMPREHENSIVE INCOME

The unaudited condensed interim statement of comprehensive income of the Company for the six months ended 30 June 2025 is stated below.

There was no other comprehensive income in the period. All activities relate to continuing operations.

The accompanying notes on pages 10-15 form part of these interim condensed financial statements

CONDENSED STATEMENT OF FINANCIAL POSITION

The unaudited condensed interim statement of financial position of the Company at 30 June 2025 is stated below:

CONDENSED STATEMENT OF CASH FLOWS

The unaudited condensed interim statement of cash flows of the Company for the six months ended 30 June 2025 is stated below:

CONDENSED STATEMENT OF CHANGES IN EQUITY

The unaudited condensed interim statement of statement of changes in equity of the Company for the six months ended 30 June 2025 is stated below:

NOTES TO THE INTERIM FINANCIAL STATEMENTS

1          General information

The Company was incorporated on 4 November 2021 as Aura Renewable Acquisitions Plc in England and Wales with company number 13723431 under the Companies Act 2006.

The address of its registered office is 35 Ballards Lane, London, N3 1XW.

The principal activity of the Company is to act as the holding company for various target businesses operating in the Global Renewable Energy Sector Supply Chain.

The entire issued ordinary share capital of 10,500,000 ordinary shares of £0.01 each was admitted to listing on the standard segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of London Stock Exchange plc under the TIDM "ARA" on 8 April 2022.

On 29 July 2024, the Listing Rules were replaced by the UK Listing Rules ("UKLR") under which the existing Standard Listing category was replaced by the Equity Shares (transition) category under Chapter 22 of the UKLR.  Consequently, with effect from that date, the Company has automatically been included in the shell companies' category of the Official List.

2          Basis of preparation

The principal accounting policies applied in the preparation of the Company's condensed interim financial statements are set out below. These policies have been consistently applied to the period presented, unless otherwise stated.

The unaudited condensed interim financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and International Accounting Standard 34 "Interim Financial Reporting" (IAS 34). These condensed interim financial statements have been prepared under the historical cost convention.

These condensed interim financial statements do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company's financial position and performance during the six-month period ended 30 June 2025.

The condensed interim financial statements are unaudited and have not been reviewed by the auditors and were approved by the board of directors on 2 September 2025.

The Financial Statements are presented in £ unless otherwise stated which is the Company's functional and presentational currency.

Going concern

The Financial Statements has been prepared on a going concern basis. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the Financial Statements.

The financial position of the Company, its cash flows and liquidity position are set out in these financial statements. As at 30 June 2025, the Company had cash and cash equivalents of £396,736.

The Company has prepared monthly cash flow forecasts that supports the conclusion of the Directors that they expect sufficient funding to be available to meet the Company's anticipated cash flow requirements for at least the next 12 months.

3   Significant accounting policies

The Company's Financial Statements are based on the following policies which have been consistently applied:

Cash and cash equivalents

The Directors consider 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 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.

Trade and other payables

These financial liabilities are all non-interest bearing and are initially recognised at the fair value of the consideration payable..

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

Earnings per share

The Company presents basic and diluted earnings per share ("EPS") data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is calculated by adjusting the earnings and number of shares for the effects of dilutive potential ordinary shares.

Equity

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 period end at fair value.

-     Retained earnings comprise cumulative results as disclosed in the Statement of Comprehensive Income.

Taxation

Tax currently payable is based on taxable profit or loss for the period. 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.

4              New standards, interpretations and amendments adopted from 1 January 2025:

There are no accounting pronouncements which have become effective from 1 January 2025 that have a significant impact on the Company's interim condensed financial statements.

The following new amendments are effective for the period beginning 1 January 2025:

-     Lack of exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates)

5          Critical accounting estimates and judgments

In preparing the condensed interim financial statements, the Directors have to make judgments on how to apply the Company's accounting policies and make estimates about the future.

The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the condensed interim financial statements.

6    Operating expenses by nature

7    Directors and employees

There were no employees during the period. None of the Directors received any remuneration during the period.

8    Finance income

9          Taxation

As at 30 June 2025, the Company had estimated unutilised tax losses of approximately £600,000 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 such asset.

10        Earnings per ordinary 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 period. 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 period.

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.

11        Cash and cash equivalents

12        Share capital and warrants

Warrants

The Company granted a total of 12,780,000 unlisted Warrants, on Admission in April 2022, in relation to the share capital of the Company.

On 2 April 2025, the following amendments were passed by the warrant holders:

(a) the rights of the Aura Freely Transferable Warrants 2022 and of the Aura Broker Warrants 2022 were amended so as to:

i.     reduce the Exercise Price of the Warrants from 15 pence (£0.15) to 10 pence (£0.10) per ordinary share of £0.01 in the capital of the Company being subscribed for; and

ii.   extend the Long Stop Date for exercising Warrants from 8 April 2025 (three years from the date of Admission) to the date which is three years from completion of the first acquisition by the Company of a target company or business as part of the Company's overall business objective and strategy; and

(b) the rights of the Aura Directors' Warrants 2022 were amended, so as to reduce the Exercise Price of the Warrants from 15 pence (£0.15) to 10 pence (£0.10) per Share subscribed for; and

(c)  the rights of the Aura Founder Warrants 2022 were amended, so that the conditions to vesting will be:

i.      the initial acquisition has been completed; and

ii.     the 30-day Volume Weighted Average Price of the Company's ordinary shares at any time after 8 April 2025 exceeds £0.10 per share (as adjusted to take account of any sub-division, consolidation or other change to the ordinary share capital of the Company after the date on which the warrant instrument was executed),

the price in (ii) previously being £0.15 per share.

No warrants were exercised in the period ended 30 June 2025 and accordingly all 12,780,000 warrants remained outstanding.

13        Related party transactions

During the six months to 30 June 2025, Harmony Global Partners Limited, a shareholder in the Company, provided services in connection with the assessment of acquisition opportunities for fees totalling £10,000.

14        Post balance sheet events

There were no events arising after 30 June 2025 that require to be disclosed as balance sheet events.

15        Ultimate controlling party

At 30 June 2025, the Company did not have any single identifiable controlling party.

16.   Half Year Report

A copy of this half year interim report, as well as the annual statutory accounts to 31 December 2024 are available on the Company's website http:www.aurarenewables.com.        

Statement of Directors' Responsibilities

We confirm that this set of Condensed Interim Financial Statements:

·      have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting';

·      gives a true and fair view of the assets, liabilities, financial position and loss of the Company;

·      includes a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial period and their impact on the set of interim financial statements; and a description of the principal risks and uncertainties for the remaining six months of the period.

·      includes a fair review of the information required by DTR 4.2.8R of the Disclosure and Transparency Rules, being the information required on related party transactions.

A list of current directors is maintained on the Company's web site: https://aurarenewables.com/about/                     

The Interim Report was approved by the Board of Directors and the above responsibility statement was signed on its behalf by:

John Croft

By order of the Board

2 September 2025