REG - Beacon Rise Holdings - Annual Financial Report
25/04/2024 11:30
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RNS Number : 0481M Beacon Rise Holdings PLC 25 April 2024
Beacon Rise Holdings plc
Thursday 25 April 2024
Full Year Results for the period ended 31 December 2023
Beacon Rise Holdings plc (LSE: BRS) has today published its Annual Report and
Financial Statements for the period ended 31 December 2023 (the "Annual
Report").
In accordance with Listing Rule 9.6.1 copies of the Annual Report have been
submitted to the UK Listing Authority and will shortly be available to view on
the Company's website at https://www.beaconrise.uk/ and will be shortly
available for inspection from the National Storage Mechanism
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
LEI: 2138007PIYMZMBWD4M27
Enquiries
For further information, please visit www.beaconrise.uk or contact Kemp House,
160 City Road, London, EC1V 2NX.
Company Registered
number: 13620150 (English and Wales)
BEACON RISE HOLDINGS PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
COMPANY INFORMATION
Directors Xiaobing Wang
Yunxia Wang
John Parker
Company secretary
LDC Nominee Secretary Limited (started from 1 February 2024)
TMF Corporate Administration Services Limited (ended on 1 February 2024)
Registered number 13620150
Registered office Kemp House
160 City Road
London
England
EC1V 2NX
Independent auditors PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London
E14 4HD
Share registrars Avenir Registrar Limited
5 St John's Lane
London
EC1M 4BH
Bankers Wise Payments Limited
Tea Building, 6(th) Floor
56 Shoreditch High Street
London
E1 6JJ
Website http://beaconrise.uk
CONTENTS
Strategic report
Directors' report
Independent auditors' report
Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
Review of development and future prospects
The directors present their report and the financial statements for the 9
months ended 31 December 2023. The company has changed its accounting
reference date to 31 December. The last financial statements were prepared for
the year ended 31 March 2023. The change is made by the Board for the ease of
aligning the company's accounting reference date with its future acquisition
targets since 31 December is a common accounting reference date. The amounts
presented for the current and the prior financial periods in these financial
statements are not comparable.
The company was incorporated as a private company with limited liability under
the laws of England and Wales on 14 September 2021 with registered number
13620150 and re‑registered on 15 December 2021 as a public limited company
under the Companies Act. It is domiciled and its principal place of business
is in the United Kingdom.
The principal activity of the company is to acquire businesses in the primary
and secondary segment of the education technology sectors.
Following the company's Initial Public Offering ("IPO") of its securities onto
the London Stock Exchange through a Standard Listing on 25 March 2022, the
company has continued to look for acquisitions which may be in the form of a
merger, capital stock exchange, asset acquisition, stock purchase, scheme of
arrangement, reorganisation or similar business combination of an interest in
an operating entity or investment.
As at the financial year end and as of the date of signing the financial
statements, the company did not have any current operations, no products were
sold and no services were performed by the company. It did not operate or
compete in any specific market, and the company had no subsidiaries. The
company continues to seek acquisitions of UK and EU businesses or assets with
operations in the primary and secondary segment of the education technology
sector.
Mergers and Acquisition
The year of 2024 is a critical year for Beacon Rise. The company is dedicated
to carry out an expansive strategic development plan which is carefully
planned to enhance shareholders' value while dynamically responding to the
evolving educational landscape.
Under the leadership of the Board, Beacon Rise remains committed to the
education industry. The strategy for 2024 is to enhance the exploration of
mergers and acquisition opportunities with a keen focus on diversifying
assets. Potential targets include internet education technology companies,
educational content developers, educational service providers, full-time
educational institutions, and early education establishments. The goal is to
align these acquisitions with the company's foundational objectives and
thereby solidify our market position. The Board will propose in the next
Extraordinary General Meeting for an extension of Beacon Rise's life cycle for
another 12 months to find more education resources targets and achieve a
successful reverse takeover so as to maximise shareholder value.
We fully recognise the complexities of the current economic environment, so
the Board will adopt a dual-attention approach in asset acquisition. This
approach not only aligns with the company's scale but also prioritises the
stability and the sustainability of the target's business. Target acquisitions
will be measured by three aspects including the stability of their business
models, the potentiality on sustainable market growth and the strength of
their management teams. We will apply an in-depth market analysis and focus on
the future education industry trends in order to secure our investments with a
long-term value added.
With the rapid advancements in AI technology, the Board will explore an
innovative way to integrate traditional educational philosophies with
cutting-edge AI solutions. The aim is to create an education model that
seamlessly integrates AI-driven technology, innovative content and
student-centric approaches. This innovation will lay the foundation for the
formation of a pioneering education group focused on AI-enhanced educational
services.
In 2024 Beacon Rise will actively seek collaborative partnerships with key
participants in the education sector. These partnerships should aim to enhance
academic courses, technological integration and market expansion.
Collaborations with industry leaders, academic institutions and technology
innovators will provide us with the approach for a synergistic ecosystem
conducive to the educational development.
Investment in human resource is a critical component of our strategy. We plan
to implement comprehensive programs for talents consisting of the approaches
of acquisition, development and retention. Leadership development and
succession planning will be crucial for ensuring a strong and visionary
leadership team in place to lead the company towards new successes in future.
Financial key performance indicators:
Period ended 31 December 2023 Year ended 31 March 2023
£ £
EBITDA (93,536) (272,702)
Gross assets 355,128 570,450
Net assets 285,169 378,705
Gender analysis
A split of our employees and directors by gender during the period is shown
below:
Male Female
Directors 2
1
As the company is only in its infancy, gender of the Board is skewed towards
males. This does not reflect the attitudes of the company in any way and the
Directors will promote females in the Board and in the workforce wherever
possible.
All the Directors are from an ethnic minority background.
The company is committed to attract more talented people to join the Board of
Directors and to strictly manage the company to continuously improve its
strategic decision-making capability and management. The Board will pay more
attention to the monitoring of the company's cashflow in order to ensure
sufficient capital for the implementation of the company's strategies.
Corporate social responsibility
We aim to conduct our business with honesty, integrity and openness,
respecting human rights and the interests of our shareholders and employees.
We aim to provide timely, regular and reliable information on the business to
all our shareholders and conduct our operations to the highest standards.
Greenhouse Gas (GHG) Emissions
The company is aware that it needs to measure its operational carbon footprint
in order to limit and control its environmental impact. However, the nature
and the very limited level of operations during the period has made it
impractical to measure its carbon footprint. In the future, the company will
only measure the impact of its direct activities, as the full impact of the
entire supply chain of its suppliers cannot be measured practically.
The company has not made separate disclosures relating to energy consumption
& efficiency as the entity consumed less than 40,000 kWh of energy during
the period.
In line with its broader strategic vision, Beacon Rise will integrate a strong
emphasis on sustainability in its acquisition strategy. The company will
actively seek targets that exhibit unique strengths in green development. This
approach will ensure that acquisitions not only meet financial objectives but
also align with Beacon Rise's environmental and social responsibility goals.
The Companies Regulations 2021 requires listed companies with over 500
employees to incorporate Task Force on Climate-related Financial Disclosures
("TCFD") in its financial statements. However, the disclosures are not
applicable for the company in this financial period due to its employee number
is below the required threshold.
Health and Safety
We strive to create a safe and healthy working environment for the wellbeing
of our staff and create a trusting and respectful environment, where all
members of staff are encouraged to feel responsible for the reputation and
performance of the company. We aim to establish a diverse and dynamic
workforce with team players who have the experience and knowledge of the
business operations and markets in which we operate. Through maintaining good
communications, members of staff are encouraged to realise the objectives of
the company and their own potential.
Principal risks and uncertainties
The Board meets regularly and evaluates the company's risk position. The key
company risks and associated control procedures and mitigation measures facing
the company are detailed below.
Credit risk
Credit risk arises from outstanding receivables. Management does not expect
any of these receivables to be non‑recoverable. The amount of exposure to
any individual counterparty is subject to a limit, which is assessed by the
Board.
The company considers the credit ratings of banks in which it holds funds in
order to reduce exposure to credit risk, and the monthly bank reconciliations
are circulated to Board for review.
Liquidity risk
Liquidity risk arises from the company's management of working capital. It is
the risk that the company will encounter difficulty in meeting its financial
obligations as they fall due.
Controls over expenditure are carefully managed, in order to maintain its cash
reserves. The company also prepares annual cash flow forecast and the
Executive Director reviews it quarterly.
Capital risk management
The company's objectives when managing capital are 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.
Price risk and business risk
The company is exposed to price risk primarily with the costs of professional
advisory services.
The nature of education technology companies is such that if the students'
level of performance falls or satisfaction with services declines, annual
retention rates may decline and, as a result, any business acquired by the
company may be adversely affected.
Interest rate risk
Management considers the interest rate risk as low.
Foreign investment and exchange rate risks
Management considers the foreign investment and exchange rate risks as low.
The board will review the company's foreign exchange exposure when the
situation requires.
Compliance with UK departments for education
Management considers the risk of non‑compliance of the relevant regulations
in UK education technology sector as low.
Following an acquisition, the company intends to choose to adopt and follow
the Department for Education's non‑statutory guidance for providers of
activities, after‑school clubs, tuition establishments and other out of
school service providers published on 21 October 2020 (the "Guidance") or
elements of the Guidance as it sees fit. The Guidance is intended to act as a
code of conduct and safeguarding practice, and provides the best‑practice
policies and procedures that out of school service providers should follow. It
provides a framework of policies with respect to four primary areas, namely:
health and safety, safeguarding and child protection, suitability
determinations of staff and volunteers, as well as implementation of
compliance governance and complaints procedures.
GDPR
Management considers the current risk of non‑compliance of GDPR as low.
The operation in the education technology sector in the UK and/or EU, they are
likely to collect, process and store large amounts of personal data. This will
increase the company's potential exposure under laws and regulations
applicable in the UK and EU designed to protect privacy and personal data.
Such laws are becoming increasingly rigorous and could be interpreted and
applied in ways that may have a material adverse effect on the business,
financial condition, results of operations and prospects of the company. The
GDPR and the UK GDPR will continue to be interpreted by data protection
regulators in the EEA and the United Kingdom. This may require the company to
make changes to its business practices, which can be time‑consuming and
expensive, and can generate additional risks and liabilities.
The board will review its practices and policies at least annually or when new
regulations come into place.
IT risk
Management considers the IT risk as high due to the nature of the business of
the acquiring targets. The system disruptions, security breaches, computer
virus attacks or unsuccessful development of information technology systems
could materially and adversely affect the business of the company.
It is intending to have daily backups, regular tests and have updated disaster
plans and other system failures plans in place.
Conflicts of interest
Management considers the risks associated with conflict of interest is low.
The board will review the list of related parties and related party
transactions monthly.
The board reviewed the effectiveness of the company's risk management and the
internal controls on the financial reporting procedures, and re‑assessed the
probability of risk arising for the financial period ended 31 December 2023;
the board concluded that the current risk management procedures and the
internal control systems were sufficient for the current operation. The board
will re-assess the risk management and the internal control system when there
is change to the operation.
Since the company's IPO on 25 March 2022, the key objective of the company is
the acquisition of investments. The board will reassess the company's business
direction to further define our acquisition criteria.
Section 172 Statement
This section describes how the directors have had regard to the matters set
out in section 172(1)(a) to (f) of the Companies Act 2006 in exercising their
duty in good faith and fairly to promote the success of the company for
the benefit of its stakeholders as a whole in their decision making. The
Directors continue to have regard to the interests of the company's
stakeholders, in the impact of its activities on the community, the
environment and the company's reputation for good business conduct, when
making decision. We consider the company's major stakeholders to be our
customers, employees, suppliers, and shareholders.
Having regard to the likely consequences of any decision in the long term
The Board is mindful that its strategic decisions can have long term
implications for the business and its stakeholders and these implications are
carefully assessed. Such assessment includes ensuring that the long term
outlook for developments in the education technology segment in UK and EU
areas (in respect of product upgrading, growing demand and technological
updating) is at the forefront of long term strategic decisions.
Having regard to the interests of the company's employees
The company had no employees other than its directors in both period ended 31
December 2023 and the prior period.
Having regard to the need to foster the company's business relationships with
customers, suppliers and others
The company did not undertake any activities in the period ended 31 December
2023. Until the company begins its acquisition, the only business
relationships it has are with its shareholders and suppliers who provide
professional services. The operational requirements of suppliers and customers
will be respected when they arise.
Having regard to the impact of the company's operations on the community and
the environment
The company did not carry out any activities in the period ended 31 December
2023, so it was very much a light touch operation in respect of the community
and the environment in the period. However, we will support the appropriate
community involvement and will respect applicable environmental regulations in
future.
Having regard to the desirability of the company maintaining a reputation for
high standards of business conduct
The Board recognises the importance of operating a strong corporate governance
framework and exercises strict oversight over the company's activities in this
respect.
The Executive Director maintains high standards of corporate governance and
ensures the Board is equipped to carry out its duties, and to spend sufficient
time on key areas that enable the delivery of our strategic objects. Our
corporate governance framework clearly defines responsibilities and ensures
that the company has the appropriate systems and controls to ensure the Board
effectively oversees the business. The framework supports effective
decision‑making and helps the Directors discharge their statutory duties, in
particular, their duty to promote the long‑term success of the company. The
Board reviews a detailed programme of matters and the strategic goal at least
on an annual basis to understand the challenges the company and the company's
acquiring target face.
Having regard to the need to act fairly between members of the company
The Board takes feedback from a wide range of shareholders and endeavours at
every opportunity to pro-actively engage with all shareholders (via regular
news porting - RNS) and engage with any specific shareholders in response to
particular queries they may have from time to time. The Board considers that
its key decisions during the period have impacted equally on all members of
the company.
Key Personnel
The only employees in the company are the Directors, who are all considered to
be key management personnel.
Xiaobing Wang, Age 45 ‑ Chief Executive Officer
Mr. Wang has over 22 years of experience in the education industry. Having
started his career as a teacher, he is currently an executive director and
chairman of the Board of Jiayi, a position he has held since 2011. He has
served various positions within the Jiayi group over the years. Since 2016,
Mr. Wang has actively led investments in the UK education sector, on behalf of
Jiayi including its acquisition of a UK nursery group. He was appointed the
vice president of the Committee of Tutorial Experts of the Chinese Association
for Non‑Government Education in April 2018, and has acted as the president
of the Association of Education and Tuition of Beijing Haidian District
Zhongguancun Federation of Social Organisations since August 2015. Mr. Wang
received an executive master of business administration degree from Nanjing
University in March 2015. He is pursuing a doctoral degree of education
industry management at China University of Mining and Technology.
Yunxia Wang, Age 41 ‑ Non‑Executive Director
Ms. Wang has over 15 years of experience within the finance industry in
various multi‑national corporations including as a senior accountant at
Ernst & Young in Shanghai from 2006 to 2011 and as accounting manager,
then financial controller for RIS Recycling Trading Co. Ltd (based in the UK)
from 2013 to 2019. From 2019, Ms. Wang has continued to engage in financial
management, budgeting and tax planning as a sole trader consulting for various
businesses. Ms. Wang received a Bachelor Degree in Economics from Shanghai
Normal University in 2005.
John Parker, Age 64 ‑ Non‑Executive Director
Mr. Parker has significant financial and international capital markets
experience, having previously led institutional equity distribution platforms
and/or broker dealers in New York and London for global investment banks
Salomon Brothers and Lehman Brothers in addition to European banks including
Santander, ING and WestLB. He was also a partner at STJ Advisors, a leading
capital markets advisory firm and a senior consultant at Rivel, the leading
investor perception research firm globally. He started his career in Silicon
Valley in outside technology sales. He is based in London and is a senior
capital markets advisor to the Board, C-Suite and investor relations teams,
providing experienced insight into valuation optimisation and best in class
governance. He has broad connectivity across private equity, asset management,
alternative investments, venture capital and the banking industry. He has
successfully participated in over 130 IPO and secondary transactions, helping
to raise over $25 billion. Mr. Parker received a degree in economics from the
University of California, Irvine and an MBA from the Anderson School at UCLA.
This report was approved by the board on 10 April 2024 and signed on its
behalf.
Xiaobing Wang
Director
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
The directors present their report and the financial statements for the 9
months ended 31 December 2023. The company has changed its accounting
reference date to 31 December. The last financial statements were prepared for
the year ended 31 March 2023.
Principal activity
The principal activity of the company is that of a holding company to acquire
the companies in the primary and secondary segment of the education technology
sectors.
Results and dividends
The loss for the period, after taxation, amounted to £93,536 (year ended 31
March 2023 - £272,702), including costs of equity transaction of £Nil (year
ended 31 March 2023 - £Nil).
The directors do not intend to declare a dividend in respect of the period
under review (year ended 31 March 2023 - £nil).
Directors
The directors who served during the period and subsequently were:
Xiaobing Wang
Yunxia Wang
John Parker
The director who served on 21 November 2021 and resigned on 19 September 2023
during the period was Fansheng Guo.
Details of the Directors' holding of Ordinary Shares are set out in the
Director's remuneration Report below.
Financial Risk & Management
The overall objective of the Board is to set policies that seek to reduce risk
as far as practical without unduly affecting the company's competitiveness and
flexibility. Further details regarding these policies can be referenced in the
Strategic Report and in Note 19.
Share Capital
Details of the company's share capital, together with details of the movements
since incorporation, are shown in Note 15. The company has one class of
Ordinary Share, and all shares have equal voting rights and rank pari passu
for the distribution of dividends and repayment of capital.
Substantial Shareholders
At 31 December 2023, the company had been informed of the following
substantial interests over 3% of the issued Share capital of the company:
Name No. of % of
Ordinary Shares Shareholding
Xiaobing Wang 840,000 74.87%
Cai Hui 55,000 4.90%
Li Dongming 38,000 3.39%
Chen Xuanyu 36,000 3.21%
Balance Capital Group Ltd 35,000 3.12%
Greenhouse gas emissions, energy consumption and energy efficiency action
The company has not made separate disclosures relating to energy consumption
& efficiency as the entity
consumed less than 40,000 kWh of energy during the period.
Corporate Governance Statement
For the period ended 31 December 2023, the Board consisted of an executive
director Mr Xiaobing Wang and two non-executive Directors Ms Yunxia Wang and
Mr John Parker. Mr Fansheng Guo resigned in September 2023 and was replaced by
John Parker.
As a company admitted to the Standard Segment of the Official List, the
company is not required to comply with the provisions of the UK Corporate
Governance Code. However, considerations have been made by the Board on
certain aspects of the UK Corporate Governance Code to ensure that appropriate
standards of corporate governance are maintained as described below:
(a) the Board recognises the value of impartial oversight brought to the
company by the inclusion of directors characterised as independent for the
purposes of the UK Corporate Governance Code. The UK Corporate Governance Code
recommends that boards are comprised of at least half independent
non‑executive directors excluding the chairman. Whereas, in the view of the
Board, each of the non‑executive directors presents attributes consistent
with that of an independent director, the Board recognises that the additional
time committed by Ms.Yunxia Wang to the finance function of the company as a
non‑executive director is likely an impediment to her characterisation as
independent. Consequently, for the period of time prior to an acquisition, the
Board comprises one independent non‑executive director, Mr. John Parker.
Following an acquisition, the Board will re‑evaluate the need for additional
board balance between independent and non‑independent Directors; and
(b) once an acquisition is made, the Board will have nomination, remuneration
and/or audit committees. The Board as a whole will instead review its size,
structure and composition, the scale and structure of the Directors' fees
(taking into account the interests of Shareholders and the performance of the
company), take responsibility for the appointments on the company's financial
performance. Following an acquisition, the Board intends to put in place
nomination, remuneration and audit committees.
As at the date of these financial statements, the Board has a share dealing
code that complies with the requirements of the Market Abuse Regulation. All
persons discharging management responsibilities (comprising only the Directors
at the date of these financial statements) shall comply with the share dealing
code from the date of admission. The Board will also address issues relating
to internal control and the approach to risk management.
Following an acquisition, the company may, in future, seek to voluntarily
comply with the UK Corporate Governance Code, in addition to the establishment
of committees referred to above. The company may also seek transfer from a
Standard Listing to either a Premium Listing or other appropriate listing
venue, subject to fulfilling the relevant eligibility criteria at the time.
Following any such transfer, the company would comply with the continuing
obligations and corporate governance then applicable.
The board authorised the Executive Director to operate the daily management,
including communicating with investors, exploring potential investment
opportunities and monitoring daily operating expenditure following the
approval of cash flow. Board meetings will be held upon significant matters.
During the financial period, no board meeting was held and the decision on
share subscription and listing were both made in the prior periods with all
three directors attending the meeting.
Directors will continue to follow the current corporate governance processes
in 2024 and ensure the company maintains the highest standards of regulatory
compliance. The company devotes to be an open and transparent organisation for
its rigorous governance in the public domain. This can be achieved through
continuous learning and focusing on the latest development within the
regulatory frameworks and corporate governance code. In the 2023 AGM, a
resolution was passed for the Company to issue 58,333 new shares in the post
balance sheet date
period to provide additional working capital to the Company to ensure
sufficient liquidity in its operations. The
new shares were issued in February 2024.
External Auditor
PKF Littlejohn LLP were appointed auditors to the company and have expressed
their willingness to remain in office. The Board considers auditor
independence and objectivity and the effectiveness of the audit process. It
also
considers the nature and extent of the non‑audit services supplied by the
auditor reviewing the ratio of audit to non‑audit fees and ensures that an
appropriate relationship is maintained between the company and its external
auditor.
As part of the decision to recommend the appointment of the external auditor,
the Board considers the tenure of the auditor in addition to the results of
its review of the effectiveness of the external auditor and considers whether
there should be a full tender process. There are no contractual obligations
restricting the Board's choice of external auditor. The company has a policy
of controlling the provision of non‑audit services by the external auditor
in order that their objectivity and independence are safeguarded.
Internal financial controls
Financial controls have been established so as to provide safeguards against
unauthorised use or disposition of the assets, to maintain proper accounting
records and to provide reliable financial information for internal use.
Key financial controls include:
a) a schedule of matters reserved for the approval of the Board;
b) evaluation, approval procedures and risk assessment for acquisitions; and
c) close involvement of the Executive Director in the day‑to‑day
operational matters of the company.
Shareholder Communications
The company uses a regulatory news service and its corporate website
(www.beaconrise.uk) to ensure that the latest announcements, press releases
and published financial information are available to all shareholders and
other interested parties.
The Annual General Meeting is used to communicate with both institutional
shareholders and private investors and all shareholders are encouraged to
participate. Separate resolutions are proposed on each issue so that they can
be given proper consideration and there is a resolution to approve the Annual
Report and Financial Statements. The company counts all proxy votes and will
indicate the level of proxies lodged on each resolution after it has been
dealt with by a show of hands.
Directors' Remuneration Report
Remuneration Policies (audited)
The remuneration policy of the company is that the Directors shall be paid
from the date of appointment on a monthly basis. The company paid all deferred
remuneration to all directors in September 2023 after the PAYE system was well
set up in HMRC.
After an acquisition is made, a remuneration committee will be set up and
reassess an appropriate level of Directors' remuneration and it is envisaged
that the remuneration policy will assist to attract, retain and motivate
Executive Directors and senior management of a high calibre with a view to
encouraging commitment to the development of the company and for long term
enhancement of shareholder value. The Board believes that share ownership by
Directors strengthens the link between their personal interests and those of
shareholders although there is no formal shareholding policy in place.
The current Directors' remuneration comprises a basic fee and at present,
there is no bonus or long-term incentive plan in operation for the Directors.
Service contracts (audited)
The Directors entered into Service Agreements with the company and continue to be employed until
terminated by the company or employees. Either party may terminate the agreement by giving the other
not less than three months' notice in writing. In the event of a material breach of contract the breaching
party shall be liable for the losses caused to observant party. Each Director is paid at a rate per annum as
follows:
Xiaobing Wang - £35,000
Yunxia Wang - £35,000
Fansheng Guo - £25,000
John Parker - £25,000
Particulars of Directors' Remuneration (audited)
Particulars of directors' remuneration, required to be audited under the
Companies Act 2006, are given in Note 9.
No deferred remuneration at the period end for each Director.
There were no performance measures associated with any aspect of the
Director's remuneration during the period.
Payments to past Directors (audited)
There are no past Directors.
Payments for loss of office (audited)
There were no payments for loss of office.
Bonus and incentive plans (audited)
There were no bonus or incentive plans in place during the period.
Percentage change in the remuneration of the Chief Executive (unaudited)
There was no change to the remuneration of the executive Director.
Political Donations
The company did not make any donations to political parties in the period.
Directors' interests in shares (audited)
The Company has no Director shareholder requirements.
The beneficial interest of the Director in the Ordinary Share Capital of the
company at 31 December 2023 was:
Ordinary Percentage of issued share capital 31 December 2023
Shares %
Xiaobing Wang 840,000 74.87%
Interests of Employee
The company had no employees other than its Directors during the period.
Business relationships with suppliers, customers and others
The section 172 statement in this Annual Report sets out the details of the
management of the business relationships with customers, suppliers and others.
Impact of operations on the community and environment
The company has no operations that impact upon the community or environment
currently. However, upon a successful acquisition, the Board will review its
Health, Safety & Environment and other policies, work responsibility and
monitor the impact of operations on the community and environment.
Maintain a reputation for high standards of business conduct
The Corporate Governance Statement in this this Annual Report sets out the
Board structure and Board meetings held during the financial period, together
with the experience of the Board and the company's policies and procedures.
Act fairly as between members of the company
The section 172 statement in this Annual Report sets out the details regarding
acting fairly as between members of the company.
Disclosure and Transparency Rules
Details of the company's share capital are given in Note 15. None of the
shares carry any special rights with regard to the control of the company.
There are no known arrangements under which the financial rights are held by a
person other than the holder and no known agreements or restrictions on share
transfers and voting rights. As far as the company is aware, there are no
persons with significant direct or indirect holdings other than the Directors
and other significant shareholders.
The provisions covering the appointment of directors are contained in the
company's articles of association, any changes to which require shareholder
approval.
There are no significant agreements to which the company is party that take
effect, alter or terminate upon a change of control following a takeover bid
and no agreements for compensation for loss of office or employment that
become effective as a result of such a bid.
On 19 November 2021 Mr. Wang signed a letter of undertaking addressed to the
company, and acknowledged by the companies associated with him, for and on
behalf of himself and his associated companies, that any acquisition
opportunities in the education technology sector in the UK or European Union
originated by him will be offered to the company in the first instance for its
right of first refusal. The letter is entered into by way of deed and is
governed by English law.
Directors' responsibilities statement
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 prepared the company
financial statements in accordance with UK-adopted international accounting
standards and with the requirements of 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
affairs of the company and of the profit or loss of the company for that
period.
In preparing the financial statements, the directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgments and accounting estimates that are reasonable
and prudent;
· ensure statements comply with UK-adopted international
accounting standards; 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 company 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 financial statements are published on the company's website
http://beaconrise.uk (http://beaconrise.uk) . The work carried out by the
Auditor does not involve consideration of the maintenance and integrity of
this website and accordingly, the Auditor accepts no responsibility for any
changes that have occurred to the financial statements since they were
initially presented on the website. Visitors to the website need to be aware
that legislation in the United Kingdom covering the preparation and
dissemination of the financial statements may differ from legislation in their
jurisdiction.
Requirements of the Listing Rules
Listing Rules 9.8.4 requires the company to include certain information in a
single identifiable section of the Annual Report or a cross reference table
indicating where the information is set out. The Directors confirm that there
are no disclosures required in relation to Listing Rule 9.8.4.
Auditor Information
Each of the persons who are Directors at the time when this Directors' report
is approved has confirmed that:
· so far as the Director is aware, there is no relevant audit
information of which the company's auditors are unaware, and
· the Director has taken all the steps that ought to have been
taken as a director in order to be aware of any relevant audit information and
to establish that the company's auditors are aware of that information.
Directors' Indemnity Provisions
The company has not implemented Directors and Officers Liability Indemnity
insurance as at 31 December 2023. The Board will seek to have adequate
insurance in place when an acquisition target is presented.
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 1.1 to the Financial
Statements. For this reason, the Directors continue to adopt the going concern
basis in preparing the financial statements.
Post year end events
The company issued 58,333 ordinary shares at £1.20 each on 14 February 2024.
Auditors
The auditors, PKF Littlejohn LLP, will be proposed for reappointment in
accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 10 April 2024 and signed on its
behalf.
Xiaobing Wang
Director
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BEACON RISE HOLDINGS PLC
Opinion
We have audited the financial statements of Beacon Rise Holdings Plc (the
'company') for the 9 months period ended 31 December 2023 which comprise of
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 period then ended;
· have been properly prepared in accordance with UK-adopted international accounting standards; and
· have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the company's ability to continue to adopt the going concern
basis of accounting included:
· Obtaining and reviewing the company's forecast financial information, which covers a
period of at least 12 months from when the financial statements are authorised for issue;
· Assessing and challenging management judgements and estimates and key inputs and
agreeing these to supporting documentation;
· Evaluating the mathematical accuracy of the forecast and comparing the forecast to the
historic performance of the entity to assess management's forecasting accuracy;
· Performing sensitivity analysis on the cash forecast and assessing the impact of
sensitivity scenarios on the cash position over the going concern period;
· Assessing whether the forecasts are in line with our understanding of the entity and
management's strategic plans; and
· Reviewing the adequacy of management's disclosure in the financial statements.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the company's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We
set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and
the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate, on the financial statements
as a whole.
Materiality for the financial statements as a whole £14,300 (31 March 2023: £19,000)
Basis of materiality 5% of net assets (31 March 2023: 5% of net assets)
Rationale for the benchmark Net assets was used as the basis for calculating materiality as the company is
not yet revenue generating and the company's assets are key in managing
planned future acquisitions as described below.
The company intends to acquire a company or business in the education
technology sector. However, no acquisitions were made within the financial
reporting period, and as such, there are relatively few transactions during
the year as the company is a cash shell company. The majority of costs
incurred relate to administrative expenses, thus we consider the net assets
position of the company to be of most interest to the primary users of the
financial statements, given the nature of the company's operations during the
year.
Rationale for the percentage applied The percentage applied to the benchmark has been selected to bring into scope
all significant classes of transactions, account balances and disclosures
relevant for the shareholders, and also to ensure that matters that would have
a significant impact on the results were appropriately considered.
Performance materiality of £10,010 at 70% of materiality (31 March 2023: In determining performance materiality, we considered the:
£13,300 at 70% of materiality)
· the number and quantum of identified misstatements in the prior year
audit;
· management's attitude to correcting misstatements identified;
· our cumulative knowledge of the company and its environment;
· the consistency in the level of judgement required in key accounting
estimates; and
· the stability in key management personnel.
We use performance materiality to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
exceeds overall materiality. Specifically, we use performance materiality in
determining the scope of our audit and the nature and extent of our testing of
account balances, classes of transactions and disclosures, for example in
determining sample sizes.
We have agreed with those charged with governance that we would report any
individual audit difference in excess of £715 (31 March 2023: £950) as well
as differences below this threshold that, in our review, warranted reporting
on qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality, as above, and assessed the
risk of material misstatement in the financial statements. In particular, we
tailored the scope of our audit to ensure that we performed sufficient audit
work to be able to give an opinion on the financial statement as a whole,
taking into account the cash shell nature of the company. We looked at areas
involving accounting estimates and judgement by the directors, being the going
concern, and considered future events that are inherently uncertain such as
the company's plan of acquisition. We also addressed the risk of management
override of internal controls, including evaluating whether there was evidence
of bias by management that represented a risk of material misstatement due to
fraud. Our audit was performed from our London office with regular contact
with management and the directors throughout the audit. This, in conjunction
with additional procedures performed, gave us appropriate evidence for our
opinion on the company's financial statements.
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
Going concern (note 1.1)
The company was formed as an Our work in this area included:
acquisition vehicle and requires
· Understanding directors’ process of
sufficient cash to execute its objective. performing their going concern assessment;
As at 31 December 2023, the company · Evaluating the assessment provided by
has incurred losses amounting to the directors and considering its
£93,536 (31 March 2023: £272,702) and appropriateness in light of our understanding of
holds cash and cash equivalents of the company including corroboration where
£344,576 (31 December 2023: £555,125). applicable of the underlying key assumptions
We have considered going concern to and inputs used in the going concern
be a key audit matter due to the losses assessment;
incurred during the year, in conjunction · Obtaining and reviewing forecasts from
with the amount of reduced cash held at management and evaluating their
year-end when compared to the mathematical accuracy and comparing the
previous period. forecast to the historic performance of the
entity to assess management’s forecasting
accuracy;
· Verifying the level of committed and
contracted expenditure, evidenced through the
contracts and committed expenditure incurred
in the current year, over the going concern
period in comparison to the latest level of cash
at bank;
· Obtaining copies of the latest bank
statements and any financing arrangements
completed post period end to assess liquidity;
and
· Reviewing the adequacy of management’s
disclosure in the financial statements.
· Based on the audit procedures performed,
we are satisfied that the going concern basis of
preparation is appropriate and has been
adequately disclosed.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors' report for the financial year
for which the financial statements are prepared is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared in accordance with
applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept, or returns adequate for our audit have
not been received from branches not visited by us; or
· the financial statements and the part of the directors' remuneration report to be audited
are not in agreement with the accounting records and returns; or
· certain disclosures of directors' remuneration specified by law are not made; or
· we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the 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 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,
application of cumulative audit knowledge and experience of the sector and similar entities.
· We determined the principal laws and regulations relevant to the company in this regard to be
those arising from:
o Companies Act 2006;
o UK-adopted international accounting standards;
o Tax and VAT Regulations;
o Rules published by the Financial Conduct Authority ('FCA') and contained in the Listing Rules
sourcebook which is part of the FCA Handbook;
o Disclosure Guidance and Transparency Rules; and
o Anti-bribery and anti-money laundering regulations.
· 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 Holding discussions with management and considering any known or suspected instances of
non-compliance with laws and regulations or fraud;
o Reviewing board meeting minutes;
o Reviewing Regulatory News Service (RNS) announcements; and
o Reviewing legal and regulatory correspondence, and related legal and professional fee incurred in the year.
· 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 the potential for management bias was identified in relation
to going concern. We addressed this by challenging the assumptions and judgements made by
management in their assessment of the going concern basis of accounting, and by ensuring that
there were adequate disclosures included in the respective notes including the disclosures within critical accounting estimates.
· As in all of our audits, we addressed the risk of fraud arising from management override
of controls by performing audit procedures which included, but were not limited to: the testing of
journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale
of any significant transactions that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Other matters which we are required to address
We were appointed by the board of directors of Beacon Rise Holdings Plc on 6
May 2022 to audit the financial statements for the period ending 31 March 2022
and subsequent financial periods. Our total uninterrupted period of engagement
is three years, covering the period ending 31 March 2022 to 31 December 2023.
Beacon Rise Holdings Plc changed its financial year end from 31 March to 31
December in the current period.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the company and we remain independent of the company in conducting
our audit.
Our audit opinion is consistent with the additional report to the board of
directors.
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.
Mark Ling (Senior Statutory Auditor) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 4HD
10 April 2024
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
Period ended Year ended
31 December 31 March
Note 2023 2023
£ £
7 (92,563) (272,702)
Administrative expenses
Loss from operations (92,563) (272,702)
Finance costs 10 (973)
Loss before taxation (93,536) (272,702)
Taxation on loss of ordinary activities 11 - -
Loss for the period/year from continuing operations (93,536) (272,702)
- -
Other comprehensive income
Total comprehensive loss for the period/year attributable to shareholders (93,536)
(272,702)
(0.08) (0.24)
Earnings per share (basic and dilutive) 14
The statement of comprehensive income has been prepared on the basis that all
operations are continuing operations.
The accompanying notes on pages 27 to 37 form part of these financial
statements.
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
Period Ended 31 December 2023 Year Ended 31 March 2023
Note £ £
Assets
Current assets
12 10,552 15,325
Other receivables
344,576 555,125
Cash and cash equivalents
Total current assets 355,128 570,450
Total assets 355,128 570,450
Liabilities
Current liabilities
13 69,959 191,745
Trade and other liabilities
Total current liabilities 69,959 191,745
Total liabilities 69,959 191,745
Net assets
285,169 378,705
Issued capital and reserves
15 1,122,000 1,122,000
Share capital
16 (836,831) (743,295)
Retained earnings
TOTAL EQUITY
285,169 378,705
The accompanying notes on pages 27 to 37 form part of these financial
statements.
The financial statements were approved and authorised for issue by the board
of directors on and were signed on its behalf by:
Xiaobing Wang 10 April 2024
Director
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
Share capital Shares to be issued Retained earnings Total equity
£ £ £
£
1,087,000 35,000 (470,593) 651,407
At 1 April 2022
Comprehensive loss for the year
- - (272,702) (272,702)
Loss for the year
- - (272,702) (272,702)
Total comprehensive loss for the year
Contributions by and distributions to owners
35,000 (35,000) - -
Issue of share capital
35,000 (35,000) - -
Transactions with owners in own capacity
Balance at 31 March 2023 1,122,000 - (743,295) 378,705
1,122,000 - (743,295) 378,705
At 1 April 2023
Comprehensive loss for the period
- - (93,536) (93,536)
Loss for the period
- - (93,536) (93,536)
Total comprehensive loss for the period
Contributions by and distributions to owners
- - - -
Issue of share capital
- - - -
Transactions with owners in own capacity
Balance at 31 December 2023 1,122,000 - (836,831) 285,169
The accompanying notes on pages 27 to 37 form part of these financial
statements.
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Period Ended 31 December 2023 Year Ended 31 March 2023
£ £
Cash flows from operating activities
(93,536) (272,702)
Loss for the period/year
Finance costs 973
Changes in working capital:
4,773 (8,976)
Decrease/(increase) in other receivables
(121,786) 10,330
(Decrease)/increase in trade and other payables
Net cash flow from operating activities (209,576) (271,348)
Cash flows from financing activities
- -
Proceeds from issue of shares
Interest paid (973)
- -
Proceeds from shares to be issued
Net cash flow from financing activities (973) -
Net increase in cash and cash equivalents (210,549) (271,348)
Cash and cash equivalents at the beginning of the period/year 555,125 826,473
Cash and cash equivalents at the end of the period/year
344,576 555,125
The accompanying notes on pages 27 to 37 form part of these financial
statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
1. Accounting policies
1.1 Going concern
The financial statements have been prepared on a going concern basis, which
assumes that the company will continue to meet its liabilities as they fall
due.
The total comprehensive loss for the financial period were £93,536 (year
ended 31 March 2023 - £272,702).
The Directors review the company's financial forecast against the quarterly
management accounts to assess the company's working capital requirement. The
company has sufficient cash at bank of £345k to meet its forecasted
liabilities based on committed cash out flows and the company will carry out
further fundraising when suitable acquisition targets are found. The company
issued 58,333 ordinary shares on 14 February 2024.
It is on these considerations that the Directors have a reasonable expectation
that the company has sufficient fund and adequate resources to continue in
operational existence for the foreseeable future. Accordingly, they continue
to adopt the going concern basis in preparing the financial statements.
1.2 Foreign currency
In preparing the financial statements of the company, transactions in
currencies other than the entity's functional currency (foreign currencies)
are recognised at the rates of exchange prevailing at the dates of the
transactions. At the end of each reporting period, monetary items denominated
in foreign currencies are retranslated at the rates prevailing at that date.
Exchange differences on monetary items are recognised in profit or loss in the
year in which they arise.
1.3 Taxation
Income tax expense represents the sum of the tax currently payable.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from 'profit before tax' as reported in the Statement of
comprehensive income because of items of income or expense that are taxable or
deductible in other years and items that are never taxable or deductible. The
company's current tax is calculated using tax rates that have been enacted or
substantively enacted by the end of the reporting period.
Deferred tax
Deferred taxation is provided for by using the statement of financial position
method, providing for temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used
for taxation purposes. The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the carrying amount of assets
and liabilities, using tax rates enacted, or substantively enacted, at the
reporting date.
A deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the deferred tax asset
can be utilised. Deferred tax assets are reduced to the extent that it is no
longer probable that the related tax benefit will be realised.
1.4 Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, together
with other short‑term, highly liquid investments maturing within 90 days
from the date of acquisition that are readily convertible into known amounts
of cash and which are subject to an insignificant risk of changes in value.
Cash and cash equivalents are stated at carrying amount which is deemed to be
fair value.
1.5 Financial instruments
Financial assets and financial liabilities are recognised when an entity
becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair
value. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than financial
assets and financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognised immediately in
profit or loss.
1.5a Other receivables
(a) Classification
Loans and receivables are non‑derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They are
included in current assets. The company's loans and receivables comprise
prepayments.
(b) Recognition and measurement
Loans and receivables are initially recognised at fair value through profit or
loss and are subsequently measured at amortised cost using the effective
interest rate method, less provision for impairment.
(c) Impairment of Financial Assets
The company assesses at the end of each reporting period whether there is
objective evidence that a financial asset, or a group of financial assets, is
impaired. A financial asset, or a group of financial asset, is impaired, and
impairment losses are incurred, only if there is objective evidence of
impairment as a result of one or more events that occurred after the initial
recognition of the asset (a "loss event"), and that loss event (or events) has
an impact on the estimated future cash flows of the financial asset, or group
of financial assets, that can be reliably estimated.
Receivables that are known to be uncollectible are written off by reducing the
carrying amount directly. The company considers that there is evidence of
impairment if any of the following indicators are present:
‑ Significant financial difficulties of the debtor
‑ Probability that the debtor will enter bankruptcy or financial
reorganisation
‑ Default or delinquency in payments
1.5b Trade and other payables
(a) Classification
Trade and other payables are classified as financial liabilities subsequently
measured at amortised cost.
(b) Recognition and measurement
They are recognised when the company becomes a party to the contractual
provisions, and are measured, at initial recognition, at fair value plus
transaction costs.
They are subsequently measured at amortised cost using the effective interest
method. The effective interest method is a method of calculating the amortised
cost of a financial liability and of allocating interest expense over the
relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash payments (including all fees and points paid
or received that form an integral part of the effective interest rate,
transaction costs and other premiums or discounts) through the expected life
of the financial liability, or (where appropriate) a shorter period, to the
amortised cost of a financial liability.
1.5c Derecognition of financial assets and liabilities
A financial asset or liability is generally derecognised when the contract
that gives rise to it is settled, sold, cancelled or expires. Where an
existing financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated as a
derecognition of the original liability and the recognition of a new
liability, such that the difference in the respective carrying amounts
together with any costs or fees incurred are recognised in profit or loss.
1.6 Equity Instruments
(a) Classification as debt or equity
Debt and equity instruments issued by an entity are classified as either
financial liabilities or as equity in accordance with the substance of the
contractual arrangements and the definitions of a financial liability and an
equity instrument.
Share capital is determined using the nominal value of shares that have been
issued. Any transaction costs associated with the issuing of shares are
recognised through profit or loss.
(b) Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of an entity after deducting all of its liabilities.
The company subsequently measures all equity investments at fair value.
Changes in the fair value of financial assets at FVPL are recognised in other
gains/(losses) in the statement of profit or loss as applicable.
2.Reporting entity
Beacon Rise Holdings Plc (the 'company') is a public company incorporated in
the United Kingdom. The company's registered office is at Kemp House, 160 City
Road, London, England, EC1V 2NX. The principal activity of the company is to
acquire businesses in the primary and secondary segment of the education
technology sectors.
3.Basis of preparation
The financial statements have been prepared in accordance with International
Financial Reporting Standards, International Accounting Standards and
Interpretations as adopted by the UK (collectively IFRSs). They were
authorised for issue by the company's board of directors.
Details of the company's accounting policies, including changes during the
year, are included in note 1.
In preparing these financial statements, management has made judgments,
estimates and assumptions that affect the application of the company
accounting policies and the reported amounts of assets, liabilities, income
and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to estimates are recognised prospectively.
The areas where judgments and estimates have been made in preparing the
financial statements and their effects are disclosed in note 5.
3.1 Basis of measurement
The financial statements have been prepared on the historical cost basis.
3.2 Changes in accounting policies
New standards, interpretations and amendments not yet effective
Standards Impact on initial application Effective date
IAS 1 (Amendments) Non-current liabilities with covenants 1 January 2024
IFRS 16 (Amendments) Lease liability in a sale and leaseback 1 January 2024
IAS 7, IFRS 7 (Amendments) Supplier finance arrangements 1 January 2024
IFRS 1, IAS 21 (Amendments) Lack of exchangeability 1 January 2025
The Directors are evaluating the impact that these standards may have on the
financial statements of the company. The effect of these new and amended
Standards and Interpretations which are in issue but not yet mandatorily
effective is not expected to be material.
3.3 Segmental analysis
The company manages its operations in one segment, being seeking a suitable
investment in the primary and secondary segment of the education technology
sectors. The results of this segment are regularly reviewed by the Board as a
basis for the allocation of resources, in conjunction with individual
investment appraisals, and to assess its performance.
4.Functional and presentational currency
These financial statements are presented in pound sterling, which is the
company's functional currency. All amounts have been rounded to the nearest
pound, unless otherwise indicated.
5.Accounting estimates and judgments
The company makes estimates and assumptions regarding the future. Estimates
and judgements are continually evaluated based on historical experience and
other factors, including expectations of future events that are believed to be
reasonable under the circumstances. In the future, actual results may differ
from these estimates and assumptions. There are no estimates and assumptions
that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial period.
6.Employees
The average monthly number of employees, all being directors, during the
period was 3 (year ended 31 March 2023 - 3).
The aggregate payroll costs of these employees were £75,381 (year ended 31
March 2023 - £95,000) as detailed in Note 9.
7.Operating Loss
Operating loss for the company is stated after charging:
Period ended 31 December 2023 Year ended 31 March 2023
£ £
Administration expenses
75,381
Directors' fees and related social security costs 95,000
96,971
Legal and professional fees 175,628
1,430
Other administrative expenses 2,074
VAT reclaimed (81,219)
-
92,563 272,702
8. Auditor's remuneration
The period covers from 1 April 2023 to 31 December 2023 and includes accrued
expenses relating to the audit services for the period ended 31 December 2023.
During the period, the company obtained the following services from the
company's auditor:
Period ended 31 December 2023 Year ended 31 March 2023
£ £
Fees payable to the company's auditor in respect of:
36,300
Audit services 33,000
8,800
All non‑audit services* 8,000
45,100 41,000
*Non-audit services relating to review of interim financial information.
Directors' remuneration
9.
Period ended 31 December 2023 Year ended 31 March 2023
£ £
72,115 95,000
Directors' remuneration
3,266 -
Social security costs
75,381 95,000
No directors received retirement benefits accrued under pension schemes during
the period.
Except for the directors, there were no other key management personnel during
the period.
10. Finance costs
Period ended 31 December 2023 Year ended 31 March 2023
£ £
973 -
Other interest payable
973 -
11. Tax expense
A reconciliation of the tax charge appearing in the statement of comprehensive
income to the tax that would result from applying the standard rate of tax to
the results for the period is:
Period ended 31 December 2023 Year ended
31 March 2023
£ £
Loss before taxation (93,536) (272,702)
(23,384) (51,813)
Tax charge at the standard rate of corporation tax in the UK of 25% (year
ended 31 March 2023 - 19%)
Disallowed expenses 1,633 162
Unrelieved tax losses carried forward 21,751 51,651
Total tax expense - -
Changes in tax rates and factors affecting the future tax
charges
At the period end, there were carried forward losses of £419,486 (year ended
31 March 2023 - £360,204). The taxed value of the unrecognised deferred tax
asset is £104,872 (year ended 31 March 2023 - £89,832) and these losses do
not expire. No deferred tax assets in respect of tax losses have been
recognised in the accounts because there is currently insufficient evidence of
the timing of suitable future taxable profits against which they can be
recovered.
The main rate of corporation tax was increased from 19% to 25% on 1 April
2023.
12.Other receivables
31 December 2023 31 March 2023
£ £
Current
6,754 15,325
Prepayments
Other debtors 3,798 -
Total other receivables
10,552 15,325
13.Trade and other payables
31 December 2023 31 March 2023
£ £
Current
10,728 -
Trade payables
- 33
Other payables
PAYE 2,191 -
Accruals 57,040 191,712
Total current trade and other payables
69,959 191,745
14. Earnings per share
31 December 2023 31 March 2023
£ £
Loss attributable to shareholders of Beacon Rise Holdings Plc (93,536) (272,702)
Weighted number of ordinary shares in issue 1,122,000 1,113,658
Basic & dilutive earnings per share from continuing operations
(0.08) (0.24)
The calculation of the basic and diluted earnings per share is calculated by
dividing the profit or loss for the period by the weighted average number of
ordinary shares in issue during the period.
There is no difference between the diluted loss per share and the basic loss
per share presented.
15.
Share capital
Authorised
31 December 2023 31 December 2023 31 March 2023 31 March 2023
Number £ Number £
Share Capital
Ordinary shares of £1.00 each 1,122,000
1,122,000 1,122,000 1,122,000
1,122,000 1,122,000 1,122,000 1,122,000
Issued
31 December 2023 31 December 2023 31 March 2023 31 March 2023
Number £ Number £
Ordinary shares of £1.00 each
Issue of ordinary shares on incorporation - note (a) 1 1 1 1
Issue of ordinary shares - note (b) 49,999 49,999 49,999 49,999
Issue of ordinary shares - note (c) 1,037,000 1,037,000 1,037,000 1,037,000
Issue of ordinary shares - note (d) 35,000 35,000 35,000 35,000
At 31 December 2023
1,122,000 1,122,000 1,122,000 1,122,000
(a) On incorporation on 14 September 2021, the company issued 1 ordinary
shares at their nominal value of £1.
(b) On 11 November 2021, the company issued 49,999 ordinary shares at their
nominal value of £1.
(c) On admission to the Standard List of the LSE on 25 March 2022, the
company issued 1,037,000 ordinary shares at their nominal value of £1.
(d) On 27 June 2022, the company issued 35,000 ordinary shares at their
nominal value of £1. The cash for this issue of the shares was paid last
year.
The company has only one class of share. All ordinary shares have equal voting
rights and rank pari passu for the distribution of dividends and repayment of
capital.
16. Reserves
Retained earnings
Retained earnings include profit or losses incurred during the period and the
prior year.
17.Related party transactions
During the period, £72,115 (year ended 31 March 2023 - £95,000) directors'
remuneration was incurred; no deferred remuneration was owing as at 31
December 2023 (31 March 2023 - £135,723 were owing and included in Accruals)
- Note 13.
As at 31 December 2023, £Nil (31 March 2023 - £33) was owed to the Executive
Director, Mr Xiaobing Wang, included in Other payables - Note 13. The balance
was unsecured and interest free.
There were no other related party transactions.
18.Ultimate Controlling Party
The ultimate controlling party is Mr Xiaobing Wang.
19.Financial Instruments and Risk Management
Principal financial instruments
The principal financial instruments used by the company from which the
financial risk arises are as follows:
31 December 2023 31 March 2023
£ £
Financial Assets
Cash and cash equivalents 344,576 555,125
Other receivables 10,552 15,325
355,128 570,450
Financial Liabilities
Trade and other payables 67,768 191,745
67,768 181,415
The company's principal financial instruments comprise cash and cash
equivalents, other receivables, and trade and other payables. The company's
accounting policies and methods 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 asset out in Note 1.
The company does not use financial instruments for speculative purposes. The
carrying value of all financial assets and financial liabilities approximates
to their fair value.
The financial liabilities are payable within one year.
The general objectives and policies on financial risk management are set out
in the Strategic Report.
20. Financial Instruments and Risk Management (continued)
Capital management
The company considers its capital to be equal to the sum of its total equity.
The company monitors its capital using a number of key performance indicators
including cash flow projections.
The company's objectives when managing capital are 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 funds its capital requirements through the
issue of new shares to investors.
21. Post year end events
The company issued 58,333 ordinary shares at £1.20 each on 14 February 2024. There are no
other subsequent events impacting the accounts for period ending 31 Dec 2023.
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