Aura Renewable Acquisitions plc

("Aura" or "Company")

Interim Results for the period ended 30 June 2022

7 September 2022 - Aura Renewable Acquisitions plc, a UK-based company, whose objective is to invest in the global renewable energy sector supply chain and thereby build shareholder value, announces its maiden interim results for the period from the date of incorporation on 4 November 2021 to 30 June 2022.

Highlights

·      Raised an initial £1m on the Standard Segment of the Main Market of the London Stock Exchange.

·      The costs of the IPO process and minimal overheads resulted in a loss before tax of £164,065, EPS (4p loss).

·      Targeting acquisitions operating in the Global Renewable Energy Sector Supply Chain.

·      A very experienced board with extremely strong sector experience and expertise and a clear expansion strategy.

·      Low-cost base and good visibility towards potential targets.

·    Best practice ESG policies will be put in place to support and encourage sustainability across our business.

John Croft, the Chairman of Aura commented:

"During this initial financial period the Company joined the Standard Segment of the Main Market of the London Stock Exchange on 8th April 2022 and raised gross proceeds of £1,000,000 from a placing and subscription.

"Since listing, Aura has begun to explore a range of potential targets in the UK and overseas which could offer the opportunity for significant growth in this exciting and fast-moving market sector. We have also been in discussions with the Board's extensive professional and business networks to raise the Company's profile and highlight its intentions and objective to this large potential introducer base.

"The current worldwide economic and political uncertainty caused by supply chain issues, inflation, interest rate rises, hostilities in Europe and further afield, the lingering impact of Covid and climate change, have had a dampening impact on capital market activity and fund raisings during 2022.

"Despite these uncertainties, the growth in renewable capacity continues, with solar capacity leading the way. Installed renewable energy capacity around the world increased by 6% in 2021, despite post-Covid delays and rising raw material costs of 15%-25%. The International Energy Agency (IEA) expects 2022 to create further growth of 8% in installed capacity, not least as countries that have relied upon oil and gas from Russia are now accelerating the expansion in renewable energy capacity in response to the war in Ukraine.

"As a result of these market forces, we are more confident than ever that the renewable energy sector will offer excellent opportunities for acquisitive and organic growth for the foreseeable future, and we are committed to ensuring that the Company and its stakeholders have the chance to share in these opportunities."

Notes to Editors

Aura was established to acquire and then act as the holding company for targeted businesses operating in the Global 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. These potential targets could range from raw materials resourcing to power generation, energy storage and recycling.

Inside Information

The information contained within this announcement is deemed by Aura to constitute inside information as stipulated under the Market Abuse Regulation (EU) no. 596/2014. On the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

CONDENSED STATEMENT OF COMPREHENSIVE INCOME

The unaudited condensed interim statement of comprehensive income of the Company from the date of incorporation on 4 November 2021 to 30 June 2022 is stated below:

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

CONDENSED STATEMENT OF FINANCIAL POSITION

The unaudited condensed interim statement of financial position of the Company at 30 June 2022 is stated below:

The Interim Condensed Financial Statements were approved and authorized for issue by the Board of Directors on 6 September 2022.

CONDENSED STATEMENT OF CASH FLOWS

The unaudited condensed interim statement of cash flows of the Company from the date of incorporation on 4 November 2021 to 30 June 2022 is stated below:

CONDENSED STATEMENT OF CHANGES IN EQUITY

The unaudited condensed interim statement of statement of changes in equity of the Company from the date of incorporation on 4 November 2021 to 30 June 2022 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 5 Chancery Lane, London. WC2A 1LG.

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.

2          Basis of preparation

The principal accounting policies applied in the preparation of the Company's Financial Statements are set out below. These policies have been consistently applied to the period presented, unless otherwise stated, and are consistent with those used in the financial information contained with the Company's Prospectus.

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 financial statements have been prepared under the historical cost convention.

These condensed 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 period from incorporation to 30 June 2022.

The condensed interim financial statements are unaudited and have not been reviewed by the auditors and were approved by the Board of Directors on 6 September 2022.

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.

Comparative figures

No comparative figures have been presented as the Financial Statements cover the period from incorporation on 4 November 2021.

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 2022, the Company had cash and cash equivalents of £845,445.

The Company has prepared monthly cash flow forecasts based on estimates of key variables to expenditure through to December 2023 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.

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.

Trade and other receivables

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

Trade and other payables

Trade payables are recognised initially at their fair value and subsequently measured at amortised cost.

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.

Classification 

Financial assets at amortised cost 

The Company measures financial assets at amortised cost if both of the following conditions are met:

·      the asset is held within a business model whose objective is to collect contractual cash flows; and 

·      the contractual terms of the financial asset generating cash flows at specified dates only pertain to capital and interest payments on the balance of the initial capital.

Financial assets which are measured at amortised cost, are measured using the Effective Interest Rate Method (EIR) and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

Financial liabilities at amortised cost

Financial liabilities measured at amortised cost using the effective interest rate method include current borrowings and trade and other payables that are short term in nature. Financial liabilities are derecognised if the Company's obligations specified in the contract expire or are discharged or cancelled.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate ("EIR"). The EIR amortisation is included as finance costs in profit or loss. Trade payables other payables are non-interest bearing and are stated at amortised cost using the effective interest method.

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.

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

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction from the proceeds.

Taxation

Income tax for the period is based on the taxable income for the period. Taxable income differs from profit as reported in the statement of comprehensive income for the period as there are some items which may never be taxable or deductible for tax and other items which may be deductible or taxable in other periods. Income tax for the period is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period. Current and deferred tax is recognised in profit or to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statements. Deferred income tax is determined using tax rates (and laws) that have been enacted, or substantially enacted, by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

4              Standards and interpretations issued and not yet effective:

A number of new standards and amendments to standards and interpretations have been issued but are not yet effective and, in some cases, have not yet been adopted by the UK. The Directors do not expect that the adoption of these standards will have a material impact on the Company's Financial Statements.

During the period, the Company has adopted the following new IFRSs (including amendments thereto) and IFRIC interpretations that became effective for the first time.

Standards issued but not yet effective:

At the date of authorisation of these interim financial statements, the following standards and interpretations relevant to the Company and which have not been applied in these financial statements, were in issue but were not yet effective. In some cases, these standards and guidance have not been endorsed for use in the UK.

The directors are evaluating the impact that these standards will have on the financial statements of Company.

5          Critical accounting estimates and judgments

In preparing the 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 Financial Statements.

6         Operating expenses by nature

No provision for share-based payment arrangements (in respect of warrants) has been made as the amounts involved are immaterial.

7         Directors

None of the directors received any remuneration during the period.

8          Taxation

The Company has made no provision for taxation as it has not yet generated any taxable income. A reconciliation of income tax expense applicable to the loss before taxation at the statutory tax rate to the income tax expense at the effective tax rate of the Company is as follows:

The UK Government enacted changes to the UK tax rate in 2020, resulting in the rate remaining at 19% (instead of the previously intended reduction from 19% to 17%).  In the 2021 Budget, the UK Chancellor announced that legislation would be proposed to increase the main rate of corporation tax to 25% from 1 April 2023.

Tax has been calculated based on the rate of 19% which was effective for the period.  The taxation charge in future periods will be affected by any changes to the corporation tax rates in force in the countries in which the Company operates. 

As at 30 June 2022, the Company had estimated unutilised tax losses of £164,065 available for relief against future profits. No relating 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.

9          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.

10        Cash and cash equivalents

11        Share capital and warrants

Share capital

On incorporation, the Company issued one ordinary share of £1 at par for a cash consideration of £1.

On 30 November 2021, 49,999 ordinary shares of £1 in the capital of the Company were subscribed for and allotted at par for a cash consideration of £49,999. The proceeds from the allotment of these shares were received on 1 December 2021.

On 25 January 2022, by a shareholder's resolution, the 50,000 ordinary shares of £1.00 in issue were converted into 500,000 Ordinary Shares of £0.01 each and 45,000 non-voting deferred shares of £1 each.

On 25 January 2022, a loan agreement was entered into between the Company and Harmony Capital Investments Limited, under which Harmony Capital Investments Limited agreed to lend up to £100,000 to the Company on an interest free basis.

Harmony Capital Investments Limited agreed to subscribe for 1,000,000 Ordinary Shares of £0.01 each for an aggregate subscription price of £100,000, creating a share premium of £90,000. satisfied by the release of the Company's obligation to repay such loan, conditional only on Admission taking place on or before 29 April 2022. The subscription for shares was completed on 7 April 2022. By subscribing for the subscription shares, Harmony Capital Investments Limited was entitled to be issued with 1,500,000 Freely Transferable Warrants and 1,050,000 Founder Shareholder Warrants upon Admission.

On 7 April 2022, the Company completed a placing of 9,000,000 Ordinary Shares of £0.01 each for a cash consideration of £900,000, creating a share premium of £810,000.

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.

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 (a 50 per cent. premium to the Issue Price). The Director Warrants will vest on the completion of the first Acquisition and will be exercisable during the period of three 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

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.

12        Related party transactions

On incorporation on 4 November 2021, the Company issued 1 ordinary share of £1 at par value to Suresh Withana. This share was transferred to Harmony Capital Investments Limited, a company wholly owned by Suresh Withana, on 29 November 2021.

On 30 November 2021, the Company issued 49,999 ordinary shares of £1 at par value to Harmony Capital Investments Limited.

Harmony Capital Investments Limited subscribed for 1,000,000 Ordinary Shares of £0.01 each on 7 April 2022, as described in Note 11.

13        Post balance sheet events

No events subsequent to 30 June 2022 have occurred which require disclosure in these financial statements.

14        Ultimate controlling party

At 30 June 2022, the Company did not have any single identifiable controlling party.

15.      Half Year Report

A copy of this half year interim report is available on the Company's website http:www.aurarenewables.com