TIDMBRS
RNS Number : 4462V
Beacon Rise Holdings PLC
09 August 2022
Beacon Rise Holdings plc
Tuesday 9 August 2022
Full Year Results for the period ended 31 March 2022
Beacon Rise Holdings plc (LSE: BRS) has today published its
Annual Report and Financial Statements for the period ended 31
March 2022 (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 .
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
(Formerly BEACON RISE HOLDINGS LIMITED)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIODED 31 MARCH 2022
COMPANY INFORMATION
Directors Xiaobing Wang
Yunxia Wang
Fansheng Guo
Company secretary TMF Corporate Administration Services Limited
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
STRATEGIC REPORT
FOR THE PERIODED 31 MARCH 2022
Review of development and future prospects
The directors present their report and the financial statements
for the period ended 31 March 2022.
These financial statements represent the period from
incorporation to 31 March 2022.
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 busineses in
the primary and secondary segment of the education technology
sectors.
To enable the Company to pursue its principal activities, the
company initiated an Initial Public Offering ("IPO") of its
securities onto the London Stock Exchange through a Standard
Listing to raise the necessary funds required for the execution of
the business strategy. The IPO was successfully completed during
the period, and the Company's shares were admitted for trading on
25 March 2022. This listing enables the company to raise fund 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 period end, 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.
Financial key performance indicators:
GBP 2021
EBITDA (470,593)
Gross assets 832,822
Net assets 651,407
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 minority ethics background.
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.
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 risks
Management considers the foreign investment and exchange 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 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 non--compliance of GDPR risk 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.
COVID-19
The impact of COVID-19 has had a materially adverse effect on
the global economy and overall business sentiment, which has the
potential to impact the performance of the education technology
sector. The revenues and earnings of the acquiring target may be
impacted by the development in the education technology sector and
the economic situation in the UK and the EU. It may also impact our
ability to raise funds to pursue our acquisition plan.
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 March 2022; 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 on 31
March 2022.
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 March 2022. 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 had not carried out any activities apart from the
IPO in the period ended 31 March 2022, 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
shareholder (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 44 -- 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 40 -- 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.
Fansheng Guo, Age 67 -- Non--Executive Director
Mr. Fansheng Guo founded HC International Inc., a China--based
business principally engaged in the provision of data services, in
October 1992. He has served in various leadership capacities within
the company (chief executive officer and chairman) since its
listing on the Hong Kong Stock Exchange in 2003 and he currently
serves as a non--executive director. Mr. Guo served as a senior
official in the government of the Inner Mongolia Autonomous Region
as a civil servant from 1982 to 1987. From 1987 to 1990, he served
as an officer in the Institute of Economic System Reform under the
State Commission for Economic Restructuring, and as the deputy
officer of the Western China Development Research Centre. From
1990 to 1992, he worked as a manager in a State--owned business
information company in Beijing. Mr. Guo is currently the chairman
of the Inner Mongolia Chamber of Commerce in Beijing. Mr. Guo
obtained a bachelor degree in industrial economics from Renmin
University of China, PRC in 1982.
This report was approved by the board on 5 August 2022 and
signed on its behalf.
Xiaobing Wang
Director
DIRECTORS' REPORT
FOR THE PERIODED 31 MARCH 2022
The directors present their report and the financial statements
for the period ended 31 March 2022.
Principal activity
The principal activity of the company is to acquire businesses
in the primary and secondary segment of the education technology
sectors.
Results and dividends
The loss for the period, after taxation, amounted to GBP470,593,
including costs of equity transaction of GBP360,050.
The directors do not intend to declare a dividend in respect of
the period under review.
Directors
The directors who served during the period were:
Xiaobing Wang (appointed 14 September 2021)
Yunxia Wang (appointed 15 December 2021)
Fansheng Guo (appointed 15 December 2021)
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 18.
Share Capital
Details of the company's share capital, together with details of
the movements since incorporation, are shown in Note 14. 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 27 July 2022, 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%
Chu Mei Yuk 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 from incorporation to 31 March 2022, the Board
consisted of an executive director Mr Xiaobing Wang and two
non-executive Directors Ms Yunxia Wang and Mr Fansheng Guo.
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. Fansheng Guo. 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 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. The board meeting
will be held upon significant matters. During the financial period,
two board meetings were held and the decision on share subscription
and listing were made, with all three directors attending the
meeting.
External Auditor
PKF Littlejohn 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 control
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 (unaudited)
The remuneration policy of the company was that the Directors
shall be paid their deferred remuneration accumulated from the date
of appointment upon the completion of an acquisition. After the
completion of an acquisition, the Directors' remuneration will be
paid monthly.
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 (unaudited)
The Directors entered into Service Agreements with the company
and continue to be employed until terminated by the company. 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 - GBP35,000
Wang
Yunxia Wang - GBP35,000
Fansheng - GBP25,000
Guo
Particulars of Directors' Remuneration (audited)
Particulars of directors' remuneration, required to be audited
under the Companies Act 2006, are given in Note 9.
The deferred remuneration for each Director, being base salary,
during the period was:
Xiaobing - GBP19,056
Wang
Yunxia Wang - GBP12,369
Fansheng - GBP9,028
Guo
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 March 2022 was:
Ordinary Percentage of issued share capital 31 March 2022
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, Safe & 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 14.
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 article, 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
international accounting standards in conformity 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 international accounting
standards in conformity with the Companies Act for the period;
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 . 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 March 2022. 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 period end events
There have been no significant events affecting the company
since the period end.
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 5 August 2022 and
signed on its behalf.
Xiaobing Wang
Director
INDEPENT AUDITORS' 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 period ended 31 March 2022 which
comprise the Statement Of Profit Or Loss And Other 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 conformity with the requirements of the
Companies Act 2006.
In our opinion, the financial statements:
-- give a true and fair view of the state of the company's affairs as at 31 March 2022 and of its loss for the
period then ended;
-- have been properly prepared in accordance with the 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:
-- 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;
-- Challenging management judgements and estimates and agreeing these to supporting documentations, such as bank
statements as at the date of review and post period end management accounts;
-- Assessing the mathematical accuracy of the forecast and comparing the forecast to the historic performance of the
entity;
-- Assessing whether the forecasts are in line in with our understanding of the entity and management plans.
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. The quantitative and qualitative thresholds for
materiality determine the scope of our audit and the nature, timing
and extent of our audit procedures.
Overall materiality was set at GBP13,900 based on a benchmark of
2% of net assets. Net assets were used as the basis for calculating
materiality as the company is not yet revenue generating, and the
company's assets are key in managing a successful transaction.
We also determine a level of performance materiality at GBP9,035
based on 65% of materiality. We have considered our cumulative
knowledge of the company and its environment for the performance
materiality. We use the performance materiality to assess the
extent of testing needed to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected
misstatements exceed materiality for the financial statements as a
whole.
We have agreed with those charged with governance that we would
report any individual audit difference in excess of GBP695 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. We tailored the scope of our audit to ensure that we
performed enough work to be able to give an opinion on the
financial statements as a whole, taking into account the structure
of the company, understanding of the company's activities and
understanding of the overall control environment. We looked at
areas requiring the directors to make subjective judgements, for
example in respect of:
-- the treatment of the costs of equity transaction (identified as a key audit matter);
-- the selection of accounting policies;
-- compliance with accounting policies;
-- ensuring that disclosures are in accordance with UK-adopted international accounting standards, the Companies Act
2006 and the Listing rules; and
-- the consideration of 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 the directors that represented a risk of material misstatements
due to fraud. The audit was performed remotely.
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
========================================== =================================================================
Costs of equity transaction Our work in this area included:
-- Obtaining details and supporting agreements from the
Refer to Note 1.6 and Note 7 of company regarding the nature and the amount of the
the financial statements. transaction costs.
During the period, the company -- Critically reviewing and challenging the recognition
incurred GBP360,050 transaction and the classification of the transaction costs in
costs to issue new equity instruments, accordance with IAS 32.
which are the most material transactions
during the financial period ended -- Ensuring the treatment by the company is correct and
31 March 2022. is consistent with the company's accounting policy.
The treatment of these transaction -- Reviewing the disclosures made in the Statement of
costs are subject to judgement Comprehensive Income, Note 1.6 and Note 7 and
in classification. The classification ensuring these are accurate and complete.
of these transaction costs is complex
and must consider the nature and
the details of the contracts to
determine the correct classification
between recognition through profit Based on the procedures performed,
or loss and deduction from equity. we are satisfied that the management's
judgement to recognise the transaction
costs through profit or loss in
respect of classification for the
period ended 31 March 2022 along
the related disclosures in the financial
statements are appropriate.
=================================================================
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 period 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 and industry research.
-- We determined the principal laws and regulations relevant to the company in this regard to be those arising from
the Companies Act 2006 , Listing Rules, Disclosure and Transparency Rules, Anti-Bribery Act and Anti Money
Laundering.
-- 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
enquiries of management and examination of correspondence with the company's legal advisors and the regulators
regarding potential instances of non-compliance.
-- Aside from the non-rebuttable presumption of a risk of fraud arising from management override of controls, we did
not identify any significant fraud risks.
-- 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 judgement for evidence of bias; and evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk
that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or
non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and
transactions reflected in the financial statements, as we will be
less likely to become aware of instances of non-compliance. The
risk is also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by Board of Directors 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 one financial period, covering the period ending 31
March 2022.
Prior to our appointment as auditors of the company, we provided
services to the company in relation to PLC conversion of the entity
and professional services rendered in respect of reporting
accounting work during the period. No non-audit services were
provided to the company once we were appointed as auditors.
We are satisfied that it does not meet the definition of
accounting services under the FRC Ethical Standard which would be
subject to an outright prohibition under the FRC Ethical Standard.
This is because they do not involve the maintenance of accounting
records nor do they involve the preparation of financial statements
or other subject matter.
Our safeguards in respect of this non-audit service have centred
on the fact that the engagement quality control partner of the
audit engagement is not connected to the plc conversion and
reporting accountant work. The service did not involve making any
judgements on behalf of the management. We confirm that this
safeguard was applied and that it enables us to conclude that our
professional judgement and our audit report are not affected by the
provision of the services listed above 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
2 August 2022
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIODED 31 MARCH 2022
Period ended
31 March
Period ended
31 March
Note 2022
GBP
Administrative expenses 7 (110,543)
Costs of equity transaction 7 (360,050)
------------
Loss from operations (470,593)
------------
Loss before taxation (470,593)
Taxation on loss of ordinary activities 10 -
------------
Loss for the period from continuing operations (470,593)
============
Other comprehensive income -
------------
Total comprehensive loss for the period attributable
to shareholders (470,593)
Earnings per share (basic and dilutive) 13 (6.54)
The statement of comprehensive income has been prepared on the basis
that all operations are continuing operations.
The accompanying notes on pages 26 to 35 form part of these financial
statements.
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2022
2022
Note GBP
Assets
Current assets
Other receivables 11 6,349
Cash and cash equivalents 826,473
Total current assets 832,822
---------
Total assets 832,822
Liabilities
Current liabilities
Trade and other liabilities 12 181,415
-----------
Total current liabilities 181,415
-----------
Total liabilities 181,415
-----------
Net assets 651,407
===========
Issued capital and reserves
Share capital 14 1,087,000
Shares to be issued 15 35,000
Retained earnings 15 (470,593)
---------
TOTAL EQUITY 651,407
=========
The accompanying notes on pages 26 to 35 form part of these
financial statements.
The financial statements on pages 22 to 25 were approved and
authorised for issue by the board of directors on and were signed
on its behalf by:
Xiaobing Wang 8 August 2022
Director
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIODED 31 MARCH 2022
Shares to Retained
Share capital be issued earnings Total equity
GBP GBP GBP GBP
Comprehensive
loss for the
period
Loss for the
period - - (470,593) (470,593)
Total
comprehensive
loss for the
period - - (470,593) (470,593)
Contributions
by and
distributions
to owners
Issue of
share capital 1,087,000 - - 1,087,000
Shares to be
issued - 35,000 - 35,000
Transactions
with owners
in own
capacity 1,087,000 35,000 (470,593) 651,407
Balance at 31
March 2022 1,087,000 35,000 (470,593) 651,407
The accompanying notes on pages 26 to 35 form part of these financial
statements.
STATEMENT OF CASH FLOW
FOR THE PERIODED 31 MARCH 2022
2022
GBP
Cash flows from operating activities
Loss for the period (470,593)
Changes in working capital:
Increase in Other receivables (6,349)
Increase in trade and other payables 181,415
------------------------------
Net cash flow from operating activities (295,527)
------------------------------
Cash flows from financing activities
Proceeds from issue of shares 1,087,000
Proceeds from shares to be issued 35,000
------------------------------
Net cash flow from financing activities 1,122,000
------------------------------
Net increase in cash and cash equivalents 826,473
------------------------------
Cash and cash equivalents at the end of the period 826,473
==============================
The accompanying notes on pages 26 to 35 form part of these
financial statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIODED 31 MARCH 2022
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.
During the financial period, the company raised gross proceeds
of GBP1,122,000 through issue of ordinary shares. The transaction
costs associated with the share issue were GBP360,050. The
administrative expenses for the financial period were
GBP110,543.
The Directors review the company's financial forecast against
the quarterly management accounts to assess the company's working
capital requirement. The company will carry out further fundraising
when suitable acquisition target is found.
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, 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 period 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
period. 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.
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
Prepayments
(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. If any.
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 limited company
incorporated in the United Kingdom. The company's registered office
is at Kemp House, 160 City Road, London, England, EC1V 2NX. The
company's principal activity 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 period, 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) Classification of Liabilities as Current 1 January 2023
IAS 1 (Amendments) Disclosure of Accounting policies 1 January 2023
IAS 8 (Amendments) Definition of Accounting Estimates 1 January 2023
IAS 12 (Amendments) Deferred Tax related to Assets and liabilities arising 1 January 2023
from a Single Transaction
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 2.
The aggregate payroll costs of these employees were GBP40,723 as
detailed in Note 9.
Operating Loss
7.
Operating loss for the company is stated after charging:
Period ended
31 March
Administration expenses 2022
GBP
Directors' fees 40,723
Legal and professional fees 69,312
Other administrative expenses 508
------------
110,543
============
Costs of equity transactions
The company incurred transaction costs of GBP360,050 associated
with the issuing of 1,072,000 shares on 25 March 2022 including
legal fees and accountants' fees relating to the Prospectus. These
costs of equity transaction have been recognised through profit or
loss.
8. Auditor's remuneration
The period covers from incorporation to 31 March 2022 and includes
GBP33,000 accrued expenses relating to the audit services for
the period ended 31 March 2022.
The company incurred GBP78,000 reporting accountants' fees in
connection with its issue of shares and its Initial Public Offering
("IPO") of its shares onto the London Stock Exchange through
a Standard Listing completed on 25 March 2022.
During the period, the company obtained the following services
from the company's auditor:
Period ended
Fees payable to the company's auditor 31 March
in respect of: 2022
GBP
Audit services 33,000
All non--audit services 78,000
9. Directors' remuneration
Period ended
31 March
2022
GBP
Directors' remuneration 40,723
------------
40,723
============
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. 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 March
2022
GBP
Loss before taxation (470,593)
Tax charge at the standard rate of corporation tax in
the UK of 19% (89,413)
Unrelieved tax losses carried forward 89,413
------------
Total tax expense -
============
Changes in tax rates and factors affecting the future tax
charges
At the period end, there were carried forward losses of
GBP470,593. The taxed value of the unrecognised deferred tax asset
is GBP89,413 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.
Finance Act 2021 increases the main rate of corporation tax from
19% to 25%, with effect from the financial year beginning 1 April
2023.
11. Other receivables
2022
GBP
Current
Prepayments 6,349
-----
Total other receivables 6,349
=====
12. Trade and other payables
2022
GBP
Current
Trade payables 36,000
Other payables 41,000
Accruals 104,415
-------
Total current trade and other payables 181,415
=======
13. Earnings per share
2022
GBP
Loss attributable to shareholders of Beacon Rise Holdings
Plc (470,593)
Weighted number of ordinary shares in issue 71,905
---------
Basic & dilutive earnings per share from continuing operations (6.54)
=========
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.
14. Share capital
Authorised
2022 2022
Number GBP
Share Capital
Ordinary shares of GBP1.00 each 1,122,000 1,122,000
--------- ---------
1,122,000 1,122,000
========= =========
Issued and paid
2022 2022
Number GBP
Ordinary shares of GBP1.00 each
Issue of ordinary shares on incorporation -
note (a) 1 1
Issue of ordinary shares - note (b) 49,999 49,999
Issue of ordinary shares - note (c) 1,037,000 1,037,000
--------- ---------
At 31 March
31 At 31 March 1,087,000 1,087,000
========= =========
(a) On incorporation on 14 September 2021, the company issued 1
ordinary shares at their nominal value of GBP1.
(b) On 11 November 2021, the company issued 49,999 ordinary
shares at their nominal value of GBP1.
(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 GBP1.
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.
15. Reserves
Retained earnings
Retained earnings include profit or losses incurred during the
period.
Shares to be issued
Reserves relate to the 35,000 shares to be issued for the
GBP35,000 investment funds received from the shareholder during the
period for the subscribed shares.
16. Related party transactions
During the period, GBP40,723 directors' remuneration was
incurred; all of the GBP40,723 deferred remuneration were owing as
at 31 March 2022 and were included in Accruals - Note 12.
Additionally, as at 31 March 2022, GBP41,000 was owing to the
Executive Director, Mr Xiaobing Wang, included in Other payables -
Note 12. The balance is unsecured and interest free.
There were no other related party transactions.
17. Ultimate Controlling Party
The ultimate controlling party is Mr Xiaobing Wang.
18. 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:
2022
GBP
Financial Assets
Cash and cash equivalents 826,473
Other receivables 6,349
-------
832,822
=======
Financial Liabilities
Trade and other payables 181,415
-------
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.
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.
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END
FR SSMFEUEESEDA
(END) Dow Jones Newswires
August 09, 2022 08:43 ET (12:43 GMT)
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