Registered number: 13723431

Aura Renewable Acquisitions Plc

Annual Report and Financial Statements

for the year ended 31 December 2025

Contents

Company Information

Chairman's Statement

It is my pleasure to present the audited results for Aura Renewable Acquisitions Plc (the "Company" or "Aura") for the year ended 31 December 2025.

The Company has continued to seek suitable acquisition and investment targets while operating with minimal overheads.   In the year to 31 December 2025, the Company incurred a loss before taxation of £147,867 (2024: £185,092). At 31 December 2025, the Company retained cash resources of £335,367 (2024: £485,642).

During 2025 the Company announced that it had terminated discussions with Zero Carbon Capital Limited, since when no further acquisition targets were identified.

As mentioned in last year's Annual Report  the board has widened the Company's stated acquisition criteria beyond the global renewable energy sector supply chain in order to expand the range of potential acquisition targets The Board has engaged with a number of potential acquisition targets in recent months and we are hopeful of identifying a target for a qualifying transaction during 2026.

In November 2025 the composition of the Board was changed by the resignation of Directors David Fitzsimmons, Guy Ranawake and Robin Stephens. At the same time Philip Pooley and Suresh Withana joined the Board. Both of the joining Directors represent the interests of Harmony Capital Partners Ltd. which is Aura's founding and largest shareholder.

I would like to thank my fellow board members and our advisers for their assistance during 2025 and look forward to providing an update on progress in due course.  

Yours sincerely

John Croft

Non-Executive Chairman

Strategic Report

Business review and future developments

During the year ended 31 December 2025, the Company has operated with minimal overheads while the Board has reviewed several acquisition opportunities and held early-stage discussions with a number of parties. At this date, however, a suitable opportunity to progress an acquisition has not been identified and the Directors will provide an update to shareholders once any discussions reach a more advanced stage.   

Strategy

The Company is a Special Purpose Acquisition Company ("SPAC"). The purpose of the Company was originally to seek out suitable acquisition targets in the renewable energy sector. The board has now widened the acquisition criteria beyond the global renewable energy sector supply chain in order to expand the range of potential acquisition targets The Board has engaged with a number of potential acquisition targets in recent months and we are hopeful of identifying a target for a qualifying transaction during 2026.

The aim is to create value by building a group of significant scale that will serve UK and international markets.

The Company intends to leverage the deep industry knowledge of its Board to undertake due diligence on the commercial attributes of a target entity's business and the Company will engage professional advisory firms to undertake legal and financial due diligence.

The Company anticipates considering a number of potential opportunities but will only seek to move to a more formal but non-binding letter of intent stage with targets which meet its internal acquisition criteria.

Whilst the Company's internal acquisition criteria is necessarily wide, the Directors consider that the commercial potential and appeal of a target's products or services and the attributes of a target's founders/management team are key aspects in evaluating any potential target.

Following its first acquisition, which will see the Company go from being considered a SPAC to being the holding company of an operational business, the Directors may continue to seek out further opportunities which may be bolt-on acquisitions to the acquired business, so as to create a platform, or constitute a separate standalone division. Whilst the first acquired business may enable the Company to build a platform in order to undertake complementary acquisitions, there is no specific number of such further acquisitions currently envisaged and no specific timeframe over which those acquisitions may be made.

Whether the first acquisition is followed by further bolt-on acquisitions will depend greatly on the profile and needs of that initial target. Once acquired, there may be a compelling reason to seek further complementary businesses. However, it is also possible that the Directors will concentrate on the business of the enlarged group following the initial Acquisition and seek to grow that organically.

Strategic Report (continued)

Principal risks and risk management

The Directors have identified the following as the key risks facing the business:

Strategic Report (continued)

Principal risks and risk management (continued)

Key performance indicators

At this stage in its development, the Company is focusing on the evaluation of various acquisition opportunities. As and when the Company executes its first substantial acquisition, financial, operational, health, safety, and environmental KPIs will become more relevant and reported upon as appropriate. As a result, the Directors are of the opinion that cash burn and cash runway represent the Company's KPIs.

As at 31 December 2025, the Company's cash and cash equivalents were approximately £335,000 (31 December 2024: £485,000).

Gender analysis

A split of our Directors by gender at the end of the financial year is: Male: 3 and Female: nil. The Board recognizes the need to operate a gender diverse business, and will ensure this is reviewed following an acquisition. The Board will also ensure any future employment considers the necessary diversity requirements and compliance with all employment law. The Board is satisfied that it has the experience and sufficient training and qualifications to operate this business at this early stage. More details will be disclosed in the future annual reports once the Company completes an acquisition.

Strategic Report (continued)

Corporate social responsibility

The Company aims to conduct its business with honesty, integrity, and openness, respecting human rights and the interests of shareholders and employees. The Company aims to provide timely, regular, and reliable information on the business to all its shareholders and conduct its operations to the highest standards.

Once the Company makes an acquisition and has employees, it aims to establish a diverse and dynamic workforce with the experience and knowledge of the business operations and markets in which we intend to operate.  

Corporate environmental responsibility

In line with the Company's early stage of development, there have been no instances of non-compliance in respect of environmental matters.

The Company's policy is to minimize the risk of any adverse effect on the environment associated with its activities with a thoughtful consideration of such key areas as energy use, pollution, transport, renewable resources, health and wellbeing. The Company also aims to ensure that its suppliers and advisers meet with their legislative and regulatory requirements and that codes of best practice are met and exceeded.

Climate-related Financial Disclosures (UKLR 6.6.6R)

The Board acknowledges the requirements of Financial Conduct Authority UKLR 6.6.6R to include disclosures consistent with the recommendations of the Task Force on Climate-related Financial Disclosures ("TCFD"), or to explain any areas of non-compliance.

Statement of non-compliance

For the year ended 31 December 2025, the Company has not included disclosures consistent with the TCFD recommendations and recommended disclosures and is therefore not in compliance with UKLR 6.6.6R.

Explanation for non-compliance

The Board considers this approach appropriate at the current stage of the Company's development for the following reasons:

-     The Company is a special purpose listed acquisition vehicle and, as at the reporting date, does not operate any underlying trading assets. Accordingly, it does not currently have a meaningful exposure to climate-related risks and opportunities that can be assessed or quantified on a reliable basis.

-     The Company has not yet established formal governance structures, risk management processes or internal controls specifically designed to identify, assess and manage climate-related risks in a manner consistent with the TCFD framework.

Strategic Report (continued)

Climate-related Financial Disclosures (UKLR 6.6.6R) (continued)

-     The Company does not currently have access to sufficiently reliable, complete or decision-useful climate-related data, including greenhouse gas emissions data, either at the Company level or in respect of prospective acquisition targets.

-     In light of its size and stage of development, the Company has prioritised capital and resources towards the identification and execution of an appropriate acquisition, and has not yet implemented a standalone TCFD reporting framework.

Steps towards future compliance

The Board is committed to progressing towards TCFD-aligned disclosures and will establish a proportionate, phased approach, including:

-     Governance: allocation of Board-level responsibility for climate-related matters and incorporation of climate considerations into Board agendas as appropriate;

-     Investment process: integration of climate-related risk and opportunity assessment into investment appraisal and due diligence procedures for potential acquisitions;

-     Framework development: development of a proportionate climate risk framework and risk register aligned, where appropriate, with TCFD concepts; and

-     External support: engagement of external advisers, as required, to support the design of metrics, data collection processes and disclosures following completion of an acquisition.

Expected timeframe

The Company expects to make progressive disclosures as its strategy is executed. In particular:

-     Initial TCFD-aligned disclosures (principally governance, strategy and risk management) are expected within the first full financial year following completion of a material acquisition; and

-     More complete alignment, including metrics and targets, is expected within 24-36 months of acquiring a substantive operating business, subject to the availability and reliability of underlying data.

The Board will keep this position under review and will provide updated disclosures in future Annual Reports as the Company's activities develop.

Other non-financial information

The Company does not yet have any business operations or employees. The Board acknowledges that a strong business relationship with current and future service providers and future customers is a vital part of the growth. We value the feedback we receive from our stakeholders, and we take every opportunity to ensure that where possible their wishes are duly considered.

Policies and procedures have been established to ensure strong corporate governance including anti-corruption and anti-bribery matters.

Strategic Report (continued)

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

When making decisions the Company takes into account the impact of its activities on the community, the environment and the Company's reputation for good business conduct. In this context, acting in good faith and fairly, the Directors consider what is most likely to promote the success of the Company for its members in the long term.

The Directors believe they have acted in the way most likely to promote the success of the Company for the benefit of its members as a whole as required by s172 of the Companies Act 2006.

The requirements of s172 are for the Directors to:

·    Consider the likely consequences of any decision in the long-term;

·    Act fairly between the members of the Company;

·    Maintain a reputation for high standards of business conduct;

·    Consider the interests of the Company's employees;

·    Foster the Company's relationships with suppliers, customers and others; and

·    Consider the impact of the Company's operations on the community and the environment.

The Company has operated as a cash shell throughout the year ended 31 December 2025.

The pre-revenue nature of the business as a shell, prior to the completion of its acquisition strategy, is important to the understanding of the Company by its members and suppliers, and the Directors were as transparent about the cash position and funding requirements.

Decision Making and Implementation

The Board is collectively responsible for the decisions made towards the long-term success of the Company and how the strategic, operational and risk management decisions have been implemented throughout the business is detailed in this Strategic Review on page 6.

The application of the s172 requirements can be demonstrated in relation to some of the key decisions made during the year ended 31 December 2025. In particular, any contracts for third-party advisory services provided have been undertaken with a clear cap on financial exposure.

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

Maintaining High Standards of Business Conduct

The Board places great importance on this aspect of corporate life, where failure could put the Company at risk, and seeks to ensure that this flows through all its business interactions and at all levels of the Company. The Board upholds the importance of sound ethical values and behaviour not only because it is important to the Company to successfully achieve its corporate objectives and to transmit this culture throughout the organisation, but also to set a benchmark and send a signal of what it will and will not do in the jurisdictions in which the Company may operate.

Strategic Report (continued)

Maintaining High Standards of Business Conduct (continued)

The Company is incorporated in the UK and governed by the Companies Act 2006 which requires the Company to conform with the various statutory and regulatory provisions in the UK. The Company has adopted the Quoted Companies Alliance Corporate Governance Code 2023 (the 'QCA Code') and the Board recognises the need to maintain a high standard of corporate governance as well as to comply with the Listing Rules to safeguard the interest of the Company's stakeholders.

The corporate governance arrangements that the Board has adopted, and observance of applicable regulatory requirements also form part of the corporate culture, requiring a standard of behaviour when interacting with suppliers, business partners, service providers, regulators and others. For example, the Company has adopted an Anti-Corruption and Bribery Policy and Whistleblowing Policy that dictate acceptable behaviour as well as the Share Dealing Code for Directors and employees, and in accordance with the requirements of the Market Abuse Regulations, which came into effect in 2016.

Shareholder Engagement

The Board places equal importance on all shareholders and recognises the significance of transparent and effective communications with shareholders. There is a need to provide fair and balanced information in a way that is understandable to all stakeholders and particularly our shareholders. The Board recognises that it is accountable to shareholders for the performance and activities of the Company and is committed to providing effective communication with its shareholders. Significant developments are disseminated through stock exchange announcements. Any changes to the Board and Board Committees, changes to major shareholder information, QCA Code disclosure updates are promptly published via Regulatory News Service announcements and the website to enable the shareholders to be kept abreast of the Company's affairs. The Company's Annual Report and Notice of Annual General Meetings (AGM) are available to all shareholders and the Interim Report can be downloaded from the Company's website https://aurarenewables.com    

Shareholders can attend the Company's Annual General Meetings and any other shareholder meetings held during the year, where they can formally ask questions, raise issues and vote on the resolutions as well as engage in a more informal one-to-one dialogue with the Directors.

The Directors are fully aware of their responsibilities to promote the success of the Company in accordance with section 172 of the Companies Act 2006. The Board continuously reflects on how the Company engages with its stakeholders and opportunities for enhancement in the future. As required, the Company's external advisors and the Company Secretary will provide support to the Board to help ensure that sufficient consideration is given to issues relating to the matters set out in s172(1)(a)-(f). The Board regularly reviews the Company's principal stakeholders and how it engages with them. This is achieved through information provided via Regulatory News Service announcements, Corporate Presentations, and Shareholder Meetings and teleconferences and also by direct engagement with stakeholders themselves.

This report was approved by the Board of Directors on 30 April 2026 and signed on its behalf by:

………………………………………….

John Croft, Director

Directors' Report

The Directors present their Annual Report together with the financial statements of the Company for the year ended 31 December 2025. The Company's Corporate Governance Statement is set out on pages 20 to 23.

The Company was incorporated in England and Wales on 4 November 2021 with registration number 13723431 as a public company limited by shares.

Principal activity

The Company intends to act as the holding company for various target businesses in any sector with proven business models and strong management teams.

An indication of the likely future developments in the business of the Company is included in the Strategic Report and Chairman's Statement.

Results and dividends

The results for the year are set out in the Statement of Comprehensive Income. The Directors do not recommend the payment of a dividend on the Ordinary Shares.

Financial instruments and risk management

An explanation of the Company's financial risk management objectives, policies and strategies and information about the use of financial instruments by the Company is given in Note 11 to the Financial Statements.

Share capital structure

The Company was incorporated on 4 November 2021 under the UK Companies Act 2006.

Details of the current issued share capital of the Company are set out in Note 10 to the financial statements. £150,000 of £1 Ordinary Shares are in issue (divided into 10,500,000 issued Ordinary Shares of 1p each and 45,000 non-voting Deferred Shares of £1 each). All of the issued Ordinary Shares are in registered form, and capable of being held in certificated or uncertificated form. The Registrar is responsible for maintaining the share register. The ISIN number of the Ordinary Shares is GB00BKPH9N11. The SEDOL number of the Ordinary Shares is BKPH9N1.

Directors

The Directors of the Company during the year were as follows:

Directors' Report (continued)

Director biographies

John Croft - Non-Executive Chairman

John Croft is an experienced chairman and non-executive director of both public and private companies. He previously had a successful international career in the technology and financial services sectors.

John is Executive Chairman of Jade Road Investments Limited, an investment company listed on the London AIM market, and has extensive experience in Asia, having served on the boards of companies based in Malaysia, Hong Kong, China and Australia.

He became a non-executive director at Brazilian Nickel Plc in 2017, which is developing a Nickel Laterite project in Northeast Brazil and has been a non-executive director at Golden Rock Global Ltd, a Special Purpose Acquisition Company (SPAC) quoted with a Standard Listing from 2016.

He has previously held senior director level positions in Racal Electronics (1990 to 1996) and NCR Corporation (1979 to 1989), following an early career in banking with HSBC (1972 to 1977) and Citibank (1977 to 1979). He resides in the United Arab Emirates.

Suresh Withana - Non-Executive Director

Suresh Withana is a seasoned investment professional with more than 30 years of experience in private equity, special situations and distressed investing, and investment banking. He has extensive board advisory experience, supporting companies on governance, capital strategy, fundraising, and international expansion across the UK, Europe, Asia, Oceania, and the Middle East.

He is the Managing Partner of Harmony Global Partners, the international investment firm he founded in 2005. Through this role, Suresh provides capital solutions and strategic advisory services to high-growth businesses, particularly in the technology and fintech sectors. He has also served as a board adviser to Aura Renewable Acquisitions Plc and Jade Road Investments Ltd, both listed entities, focusing on investment strategy, governance, and investor engagement.

Suresh previously held senior roles including Co-Head of Asia / Global Head of Special Situations at Tikehau Capital, where he established and led the firm's first Asian office, and Director in the Global Special Situations Group at Mizuho International Plc, managing complex multi-asset investments. Earlier in his career, he was a Vice President in the Investment Banking Division at Merrill Lynch International Plc.

He holds a Bachelor of Economics and Bachelor of Laws from the University of Sydney. Australia.

Philip Pooley - Non-Executive Director 

Phil has worked in the financial sector since 1992, beginning his career with Legal & General. Subsequently he ventured into corporate finance and investment management. In 2003, Phil acquired a stake in a small loss making corporate finance firm; the company expanded into a business with more than £100 million in turnover and nearly 90 employees.

Directors' Report (continued)

After successfully exiting the company in 2013, he established Clarges Consulting, a company which acts as an independent consultant for a range of financial and corporate clients.

Throughout his career, Phil has been involved in many IPOs, bringing deep expertise to companies pursuing public listings and growth funding. His experience covers directorship roles in various UK businesses.  As a seasoned financier and board member, Phil continues to advise companies seeking strategic funding.

Independence of the Board

As the Non-Executive Chairman is incentivised by the grant of Director Warrants, as described in Note 9 to the Financial Statements, his independence may be regarded as compromised. However, the Board has established an Independent Acquisitions Committee which will consider potential acquisition targets where a Director has a conflict.

It is intended that additional Directors, both executive and non-executive, will be appointed at the time of the acquisition and that independence will be one of the factors considered at that time.

Directors' fees

Each of the Directors have agreed not to be remunerated until such time as an acquisition is completed. Subsequent entitlement to a fee will be considered by the Nomination and Remuneration Committee after such an acquisition.

On 5 April 2022, each Director at the time entered into a letter of appointment with the Company. The letters of appointment are capable of termination by either party giving to the other not less than three months' notice in writing, such notice not to be given earlier than the first anniversary of the Company's Admission.

Each Director is entitled to be granted Director Warrants at the discretion of the Nomination and Remuneration Committee. The letters of appointment do not provide for any benefits on termination of the appointment.

Directors' interests

As at 31 December 2025, none of the Directors and their connected persons held any beneficial interests in the ordinary share capital of the Company (2024: nil).

The Non-Executive Chairman was granted 262,500 Director Warrants in 2022, further details of which are set out in the Directors Remuneration Report and in Note 10 to the Financial Statements. No other directors have been granted any warrants. Details of such warrants, including the fair value at grant and subsequently on their modification and the accounting treatment are provided in Note 10 to the financial statements.

No Director currently has any share options, and no share options were granted to or exercised by a Director in the year ended 31 December 2025.

Directors' Report (continued)

Substantial shareholders

The following had interests of 3 per cent or more in the Company's issued share capital at 31 December 2025 and as at 20 April 2026, respectively, being the latest practicable date before the balance sheet date. As at 31 December 2025:

As at 20 April 2026:

Capital and returns management

The Company raised gross proceeds of £1,000,000 from the Placing and subscriptions in 2022. The Directors believe that further equity capital raisings may be required by the Company for working capital purposes as the Company pursues its objectives. Given that the anticipated operating costs of the Company have been minimal, the Company has not required any further funding during the year ended 31 December 2025.

The Directors are authorised by a shareholder resolution dated 25 January 2022 to issue, or to grant rights to subscribe for or to convert any security into, up to 977,220,000 Ordinary Shares following Admission free of statutory pre-emption rights (this is the authority that remains after the authority to issue, or to grant rights to subscribe for or to convert any security into, up to 1,000,000,000 Ordinary Shares given by the resolution was used in part to allot the New Ordinary Shares and grant the Warrants). The statutory pre-emption rights in relation to such issue have been disapplied by the shareholder resolution, and therefore pre-emption rights do not apply for the issue or grant of rights to subscribe for or to convert any security into, up to 977,220,000 Ordinary Shares following Admission.

Directors' Report (continued)

The Company expects that any returns for shareholders would derive primarily from capital appreciation of the Ordinary Shares and any dividends paid pursuant to the Company's dividend policy.

Liability insurance for Company officers

The Company has not obtained any third-party indemnity for its Directors at this stage and this will be reviewed in due course.

Conflicts of Interest

On 23 March 2022, the Board established an Independent Acquisitions Committee to facilitate the process of reviewing and assessing potential acquisitions that are introduced to the Company by one of the Board of Directors or any of their connected parties. In the event of any such introduction by a Director or their connected party, the relevant individual is automatically excluded from the deliberations of the Independent Acquisitions Committee and will take no part in decisions as to whether to proceed (or not proceed) and in relation to any commercial terms.

Political and charitable donations

The Company did not make any political donations or incur any political expenditure during the year.

Audit Committee

The Audit Committee consists of John Croft (Chair), Suresh Withana and Philip Pooley, each of whom have recent and relevant financial experience. The Audit Committee Terms of Reference state that it will meet at least two times a year at the appropriate times in the reporting and audit cycle.

The committee has responsibility for, amongst other things, the monitoring of the financial integrity of the financial statements of the Company and the involvement of the Company's auditors in that process. It focuses in particular on compliance with accounting policies and ensuring that an effective system of internal financial control is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports, remains with the Board.

The terms of reference of the Audit Committee cover such issues as membership and the frequency of meetings, as mentioned above, together with the requirements for any quorum for and the right to attend meetings. The duties of the Audit Committee covered in the terms of reference are: financial reporting, internal controls, internal audit, external audit and reserving. The terms of reference also set out the authority of the committee to carry out its duties.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of John Croft (Chair), Suresh Withana and Philip Pooley. The Nomination and Remuneration Committee Terms of Reference state that it will meet at least twice a year once the Company has executed its first Acquisition.

Directors' Report (continued)

Nomination and Remuneration Committee  (continued)

It will have responsibility for the determination of specific remuneration packages for each of the directors and any senior executives or managers of the Company and its future group, including pension

rights and any compensation payments, and recommending and monitoring the level and structure of remuneration for senior management, and the implementation of share option, or other performance-related, schemes.

The Nomination and Remuneration Committee will also be responsible for considering and making recommendations to the Board in respect of appointments to the Board, the Board committees and the Chairmanship of the Board committees. It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary.

The Nomination and Remuneration Committee also considers succession planning, taking into account the skills and expertise that will be needed on the Board in the future.

The terms of reference of the Nomination and Remuneration Committee cover such issues as membership and frequency of meetings, as mentioned above, together with the requirements for quorum for and the right to attend meetings.

The duties of the Nomination and Remuneration Committee covered in the terms of reference relate to the following: determining and monitoring policy on and setting levels of remuneration, early termination, performance-related pay, pension arrangements, authorising claims for expenses from the chief executive officer and chairman, reporting and disclosure, share schemes and appointment of remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the committee to carry out its duties.

Independent Acquisitions Committee

The Independent Acquisitions Committee will consist of all Independent Directors in the event of a potential Acquisition target being introduced to the Company by a Director or any of their affiliated parties. In any such circumstances, the Independent Acquisitions Committee will have a full remit to negotiate the terms of such transaction (including engaging and liaising with professional advisers, who may also include affiliates of shareholders of the Company) and any conflicted or interested Director will not be entitled to join or attend any meetings of the Committee.

The Directors are responsible for internal control in the Company and for reviewing effectiveness. Due to the size of the Company, all key decisions are made by the Board. The Directors have reviewed the effectiveness of the Company's systems during the year under review and consider that there have been no material losses, contingencies or uncertainties due to weaknesses in the controls.

Details of the Company's business model and strategy are included in the Chairman's Statement and Strategic Report.

Directors' Report (continued)

Role of the Board

The Board sets the Company's strategy, ensuring that the necessary resources are in place to achieve the agreed priorities. It is accountable to shareholders for the creation and delivery of long-term shareholder

value. To achieve this, the Board directs and monitors the Company's affairs within a framework of control which enables risk to be reviewed and managed effectively.

Board meetings

The core activities of the Board are carried out in scheduled meetings and regular reviews of the business are conducted. Additional meetings and conference calls are arranged to consider matters which would require discussions outside of scheduled meetings. The Directors maintain frequent contact with each other to discuss issues of concern and keep them fully briefed to the Company's operations. All Directors attended all Board meetings held.

Employee and greenhouse gas (GHG) emissions

The Company currently does not trade or have employees other than the Directors. Therefore, the Company has minimal carbon or greenhouse gas emissions, and it is not practical to obtain emissions data at this stage. Greenhouse gas emissions, energy consumption and energy efficiency disclosures have not been given because the Company consumed less than 40,000 kWh of energy during the year.

Directors' Report (continued)

Equal opportunity

The Company promotes a policy for the creation of equal and ethnically diverse employment opportunities including with respect to gender. When the Company employs any staff, it will promote and encourage employee involvement wherever practical as it recognises employees as a valuable asset and is one of the key contributions to the Company's success.

Going concern

After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Further details are given in Note 2 to the financial statements. For this reason, the Directors continue to adopt the going concern basis in preparing the financial statements.

Statement as to disclosure of information to auditors

The Directors confirm that:

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

·    each Director has taken all the necessary steps he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's statutory auditor is aware of that information.

Directors' Report (continued)

Auditors

The auditors, PKF Littlejohn LLP have expressed their willingness to continue in office and a resolution to reappoint them will be proposed at the Annual General Meeting.

Approved on behalf of the Board of Directors on 30 April 2026 by:

………………………………..

John Croft, Director

Corporate Governance Statement

The Board supports high standards of corporate governance. To this end the Company has adopted and complies with the Quoted Companies Alliance Corporate Governance Code 2023 (the "QCA Code") so far as is practicable given the Company's size and nature. The QCA Code sets out a standard of minimum best practice for small and mid-size quoted ‎companies.‎ Given the early stage of the Company, there are areas where it is not appropriate to fully follow the code, which have been identified below.  

Corporate Governance Statement (continued)

Directors' Remuneration Report

The Company established a nomination and remuneration committee pursuant to the Admission in April 2022. At present, no Director receives a fee or other remuneration for his services. A summary of Directors' remuneration for the year ended 31 December 2025 is set out below:

The Directors' remuneration policy remains that remuneration will not be paid until completion of the Company's first acquisition

The items included in the Directors' Remuneration Report are unaudited unless otherwise stated.

Directors' letters of appointment

On 5 April 2022, each Director at the time entered into a letter of appointment with the Company These letters entitled termination by either party giving to the other not less than three months' notice in writing. The letters of appointment do not provide for any benefits on termination of the appointment and are governed by English law.

Dividend policy

The Company intends to pay dividends on the Ordinary Shares following an Acquisition at such times (if any) and in such amounts (if any) as the Board determines appropriate in its absolute discretion.

Prior to an acquisition it is unlikely that the Company will have any earnings but to the extent the Company has any earnings it is the Company's current intention to retain any such earnings for use in its business operations, and the Company does not anticipate declaring any dividends in the foreseeable future. The Company will only pay dividends to the extent that to do so is in accordance with all applicable laws.

During the year ended 31 December 2025, there were no dividends paid (2024: nil).

Directors' Remuneration Report (continued)

Particulars of Directors' remuneration (audited)

No Director received any remuneration during the year ended 31 December 2025 (year ended 31 December 2024: nil).

Statement of Directors' shareholding and share interests (audited)

The Directors who served during the year ended 31 December 2025, and any interests at that date, are disclosed on Pages 12 and 14. There were no changes between the reporting date and the date of approval of this report.

Each of the four then Directors were granted 262,500 Director Warrants in 2022 which entitle the holder to subscribe for one Ordinary Share per warrant for 15 pence each. The Director Warrants will vest on the completion of the first acquisition and will be exercisable during the period of 3 years from the vesting date. The Director Warrants are freely transferable, provided that they may not be transferred during the period of the holder's appointment as Director or, if longer, during the period up to completion of the first Acquisition. Modifications to these terms have been made in April 2025, as described in Note 10 to the financial statements.

UK 10-year performance graph

The Directors have considered the requirement for a UK 10-year performance graph comparing the Company's Total Shareholder Return with that of a comparable indicator. The Directors do not currently consider that including the graph will be meaningful because the Company has only been listed since April 2022, is not paying dividends, is currently incurring losses as its focus is to seek an acquisition.

In addition, and as mentioned above, the remuneration of Directors is not currently linked to performance, and we therefore do not consider the inclusion of this graph to be useful to shareholders at the current time. The Directors will review the inclusion of this table for future reports.

Consideration of shareholder views

The Board considers shareholder feedback received. This feedback, plus any additional feedback received from time to time, is considered as part of the Company's annual policy on remuneration.

Policy for salary reviews

The Company may from time to time seek to review salary levels of Directors, taking into account performance, time spent in the role and market data for the relevant role. It is not intended that there will be any salary review prior to completion of an acquisition.

Policy for new appointments

It is not intended that there will be any new appointments to the Board until an acquisition is completed. Following completion of an acquisition, it is intended that a full review of the Board will take place.

Directors' Remuneration Report (continued)

Other matters

None of the Directors hold options in respect of Ordinary Shares. Save as set out above and below, there is currently no intention for the Company to make incentivisation arrangements for the Directors to be involved in the capital of the Company or otherwise any employee share option arrangements.

The Company does not have any pension plans for any of the Directors and has not paid out any excess retirement benefits to any Directors.

Approved on behalf of the Board of Directors by:

………………………………………….

John Croft, Director

Date: 30 April 2026

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have elected to prepare the financial statements in accordance with applicable law and UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of the affairs of the Company and of the profit or loss for that year.

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

-     select suitable accounting policies and then apply them consistently;

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

-     state whether applicable UK-adopted International Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-     prepare the Strategic Report, Directors' Report and Directors' Remuneration Report which comply with the requirements of the Companies Act 2006; and

-     prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors' responsibility statement pursuant to disclosure and Transparency Rules

The Directors are responsible for preparing the Financial Statements in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ("DTR") and with UK-adopted International Accounting Standards.

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

·    the financial statements, prepared in accordance with UK-adopted International Accounting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company;

·    the Strategic and Directors' Reports include a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that it faces; and

Statement of Directors' Responsibilities (continued)

·    the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's performance, business model and strategy.

Approved on behalf of the Board of Directors by:

………………………………………….

John Croft, Director

Date: 30 April 2026