TIDMBRS
RNS Number : 3796X
Beacon Rise Holdings PLC
19 December 2023
Company Registered number: 13620150 (English and Wales)
BEACON RISE HOLDINGS PLC
UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2023
Chairman's statement
I am pleased to present the unaudited condensed interim
financial results for the Company for the six months ended 30
September 2023.
The principal activity of the Company is to acquire businesses
in the primary and secondary segments 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 and the
Company's shares were admitted for trading on 25 March 2022. This
listing enables the Company to raise funds for acquisitions which
may be in the form of a merger, capital stock exchange, asset
acquisition, stock purchase, scheme of the arrangement,
reorganisation or similar business combination of an interest in an
operating entity or investment.
As at the reporting 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 overseas businesses or assets with operations
in the sectors that can contribute greater benefits to shareholders.
Strategy
The Company retains a flexible merge and acquisition strategy which
will enable it to deploy capital in target companies by way of minority
or majority investments, or full acquisitions where it is in the
interests of shareholders to do so.
The Company's strategic aim is to drive shareholder value through
the acquisition of target companies in certain sectors where the
Board believes there to be sustainable growth opportunities both
organically, and through acquisition.
Financial results in the six months period ended 30 September 2023
Financial key performance indicators:
6 months 6 months
ended ended
30 September 30 September
2023 2022
(Unaudited) (Unaudited)
GBP GBP
EBITDA (19,714) (112,822)
30 September 31 March
2023
2023 (Audited)
(Unaudited)
GBP GBP
Gross assets 446,234 570,450
Net assets 358,991 378,705
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 minority ethics background.
Developments in the six-month period ended 30 September 2023
In the six months ended 30 September 2023, the Company has
steadily advanced its development in the following areas in
2023:
1. Effective Implementation of Corporate Governance Systems:
The Company's Board of Directors rigorously enforced various
systems in accordance with UK Company Law and relevant governance
and regulatory requirements for LSE Main Board-listed companies,
including but not limited to a strict approval system, internal
control system and an external announcement system. During this
reporting period, the Company completed the high-quality audit of
the 2022 annual report, which was highly recognised by the Board of
Directors.
2. Active review on the Company's strategy and our mission:
We have actively gathered the latest information on cutting-edge
scientific and technological developments, enhanced the
international vision of board members, and built a strong pool of
professional knowledge to identify suitable acquisition targets
conducive to creating value for all shareholders.
3. Ensuring sustainable Company Operation:
Over the past six months, the Company has adhered to relevant
ESG guidelines and maintained an efficient operating strategy and
healthy operational conditions. This ensures the Company's
financial stability and the stability of its Board of Directors and
management, effectively promoting the Company's sustainable
development.
4. Active Participation in Relevant Seminars and Training:
We have actively participated in seminars and training organised
by the London Stock Exchange and third-party advisors. We
systematically studied the requirements for public announcements by
listed companies, rules for annual audit reports, as well as
methods to enhance the Company's brand value with quality.
As the global education sector integrates with technology driven
by recent breakthroughs in the field of generative AI like ChatGPT,
the Company fully acknowledges the importance and potential of
combining education with technology. We have actively sought
acquisition targets that can create long-term value for all
shareholders. Following careful discussions by the Company's board
of directors, we have identified the following key areas and
directions for our future strategic developments:
1. Utilisation of Decision-making Power and Professional
Experience of the Company's Board:
-- Leveraging Extensive Professional Experience:
Capitalising on the many years of professional experience of the
Company's board, we are committed to identifying the best
investment directions and targets for the Company.
-- M&A Strategy:
We have been continuously seeking merger and acquisition targets
that align with the Company's strengths, resources and strategies
and the interests of our shareholders.
2. The Pivotal Role of Full-time and Personalised Education and the associated M&A Strategy:
-- Value of Full-time Education:
Full-time education provides students with a complete learning
cycle, laying the foundation for reaching their full potential.
-- Evolution of Personalised Education:
With advancements in technology, especially in the field of AI,
personalised education is increasingly becoming a reality. We aim
to use this technology to offer tailor-made learning experiences
for each student.
-- M&A Focus:
Given the latest developments in personalised education, we pay
special attention to leading institutions in full-time early
childhood, preschool, and primary and secondary education, as well
as companies with innovations in educational technology, contents,
methods, and models.
3. Disruptive Innovations in Educational Content, Methods, and Technology:
-- Innovations in Educational Technology:
We will explore ways to introduce cutting-edge technologies,
such as artificial intelligence, virtual reality and augmented
reality, to enhance the learning experience.
-- Revolution in Educational Content:
We plan to collaborate with educational content providers to
introduce richer, more practical, and up-to-date learning
resources.
-- M&A Focus:
We specifically target companies that have disruptive
innovations in educational technology, content, and methods,
considering them as our key acquisition targets.
4. Green Operating Philosophy:
-- Green Operation:
We emphasise efficient resource utilisation and environmental
protection and are committed to minimising our environmental
impact.
Overall, fields like educational technology, content, methods,
full-time education, and personalised learning offer the Company
abundant development opportunities. Meanwhile, by upholding our
healthy, professional and efficient operating philosophy we can
ensure the Company can acquire the most valuable assets and target
companies, thereby contributing to the prosperity and progress of
the global education industry.
Risks and uncertainties
The Company has yet to complete an investment or acquisition, it
has limited trading history. As such, the Company continued to be
subject to the risks and uncertainties associated with an
early-stage acquisition company.
The Directors are of the opinion that these risks, which were
detailed in the published results for the financial period ended 31
March 2023, remain applicable to the Company.
Dividend
At this point of the Company's development, it does not
anticipate declaring any dividends in the foreseeable future.
Following the Company's inaugural investment or acquisition, the
Directors will determine an appropriate dividend policy.
Looking forward, the Company will strictly enforce corporate
governance and further strengthen the leadership of the Board of
Directors over the Company. We have been actively looking for
acquisition targets that can create long-term value for all
shareholders and meanwhile we continue to be confident in our
potential acquisition opportunities even if the volatility in
capital markets continues to cause challenges across the
markets.
I would like to take this opportunity to thank the shareholders
for their continued support as we build Beacon Rise into a
significant organisation.
The Interim Report and directors' responsibility statement were
approved by the Board of Directors on 14 December 2023.
Xiaobing Wang
Chairman
14 December 2023
Directors' responsibilities statement
The Directors confirm, to the best of their knowledge, that
these unaudited condensed interim financial statements:
-- have been prepared in accordance with International
Accounting Standard 34, 'Interim Financial Reporting';
-- gives a true and fair view of the assets, liabilities,
financial position and profit/loss of the Company;
-- includes a fair review of the information required by DTR
4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first
six months of the financial year and their impact on the set of
interim financial statements, and a description of the principal
risks and uncertainties for the remaining six months of the year;
and
-- includes a fair review of the information required by DTR
4.2.8R of the Disclosure and Transparency Rules, being the
information required on related party transactions.
BEACON RISE HOLDINGS PLC
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
FOR THE INTERIM PERIODED 30 SEPTEMBER 2023
6 months ended 30 September 2023 6 months ended 30 September 2022
Note (Unaudited) (Unaudited)
GBP GBP
Administrative expenses (19,714) (112,822)
Loss from operations (19,714) (112,822)
Loss before taxation (19,714) (112,822)
Taxation on loss of ordinary activities - -
Loss for the period from continuing
operations (19,714) (112,822)
Other comprehensive income - -
Total comprehensive loss for the period
attributable to shareholders (19,714) (112,822)
Earnings per share (basic and dilutive) 6 (0.02) (0.10)
The statement of comprehensive income has been prepared on the
basis that all operations are continuing operations. The notes on
page 10 - 14 form an integral part of the condensed interim
financial statements.
CONDENSED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023
30 September 2023 31 March 2023
(Unaudited) (Audited)
Note GBP GBP
Assets
Current assets
Other receivables 117,334 15,325
Cash and cash equivalents 328,900 555,125
Total current assets 446,234 570,450
Total assets 446,234 570,450
Liabilities
Current liabilities
Trade and other liabilities 87,243 191,745
Total current liabilities 87,243 191,745
Total liabilities 87,243 191,745
Net assets 358,991 378,705
Issued capital and reserves
Share capital 7 1,122,000 1,122,000
Retained earnings (763,009) (743,295)
Total equity 358,991 GBP378,705
BEACON RISE HOLDINGS PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE INTERIM PERIODED 30 SEPTEMBER 2023
Total
Unaudited Share capital Shares to be issued Retained earnings equity
GBP GBP GBP GBP
Balance at 1 April 2022 1,087,000 35,000 (470,593) 651,407
Loss for the period - - (112,822) (112,822)
Total comprehensive loss for the
period - - (112,822) (112,822)
Contributions by and distributions
to owners
Issue of share capital 35,000 (35,000) - -
Transactions with owners in own
capacity 35,000 (35,000) - -
Balance at 30 September 2022 1,122,000 - (583,415) 538,585
Shares to Retained Total
Unaudited Share capital be issued earnings equity
GBP GBP GBP GBP
Balance at 1 April 2023 1,122,000 - (743,295) 378,705
Loss for the period - - (19,714) (19,714)
Total comprehensive loss for the
period - - (19,714) (19,714)
Contributions by and distributions
to owners
Issue of share capital - - - -
Transactions with owners in own
capacity - - - -
Balance at 30 September 2023 1,122,000 - (763,009) 358,991
BEACON RISE HOLDINGS PLC
STATEMENT OF CASH FLOWS
FOR THE INTERIM PERIODED 30 SEPTEMBER 2023
6 months 6 months
ended 30 ended 30
September September
2023 2022
(Unaudited) (Unaudited)
GBP GBP
Cash flows from operating activities
Loss for the period (19,714) (112,822)
Changes in working capital:
(Increase)/decrease in trade and other receivables (102,009) 729
Decrease in trade and other payables (104,502) (60,301)
Net cash used in operating activities (226,225) (172,394)
Net cash decrease in cash and cash equivalents (226,225) (172,394)
Cash and cash equivalents at the beginning
of period 555,125 -
Share issue - 826,473
Cash and cash equivalents at the end of the
period 328,900 654,079
BEACON RISE HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE INTERIM PERIODED 30 SEPTEMBER 2023
1. Accounting policies
Going concern
The Company's condensed interim 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 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
GBP328,900 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.
It is on these considerations that the Directors have a
reasonable expectation that the Company has sufficient funds 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.
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 being an investment vehicle and its
principal activity is to seek acquisition in the primary and
secondary segments of the education technology sectors.
3. Basis of preparation
These condensed interim financial statements have been prepared
in accordance with International Accounting Standard ('IAS') 34 -
Interim Financial Reporting. The condensed interim financial
statements are for the six months to 30 September 2023, being six
months from the financial year end for the Company being 31 March
2023. The interim financial statements do not include all of the
information or disclosures required in the annual financial
statements and should be read in conjunction with the Company's
audited financial statements for the period ended 31 March
2023.
The condensed interim financial statements have not been audited
but the Company has engaged the Company's auditors to perform a
limited scope review in accordance with the International Standard
on Review Engagements 2410 issued by the Auditing Practices Board.
The condensed interim financial statements do not constitute
statutory accounts within the meaning of section 434 of the
Companies Act 2006. The figures have been prepared using applicable
accounting policies and practices consistent with those adopted in
the audited financial statements which have been delivered to the
Registrar of Companies, and contained an unqualified audit report.
for the period ended 31 March 2023
In preparing these financial statements, management has made
judgments, estimates and assumptions that affect the application of
the Company's 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.
The interim financial information contained in this document
does not constitute statutory accounts. In the opinion of the
Directors, the financial information for this period fairly
presents the financial position, result of operations and cash
flows for this period.
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 adopted by the
Company
During the current period the Company adopted all the new and
revised standards, interpretations, and amendments that are
relevant to its operations and are effective for accounting periods
beginning on 1 April 2023. This adoption did not have a material
effect on the accounting policies of the Company.
New standards, interpretations, and amendments not yet
effective
Standards Impact on initial application Effective
date
IAS 1 (Amendments) Classification of Liabilities as 1 January 2024
Current or Non-Current
IAS 7 (Amendments) Disclosure of Supplier Finance 1 January 2024
Arrangements
IFRS S1 (New Standard) General Requirements for Disclosure 1 January 2024
of Sustainability-related Financial
Information
IFRS S2 (New Standard) Climate-related Disclosures 1 January 2024
IFRS 7 (Amendments) The changes in Interest Rate Benchmark 1 January 2024
Reform
IFRS 16 (Amendments) Measurement of Lease Liability 1 January 2024
in a Sale and Leaseback
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, seeking a
suitable investment in the primary and secondary segments 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 . Earnings per share
6 months 6 months
ended 30 ended 30
September September
2023 2022
(Unaudited) (Unaudited)
GBP GBP
Loss attributable to shareholders of Beacon
Rise Holdings Plc (19,714) (112,822)
Weighted number of ordinary shares in issue 1,122,000 1,105,361
Basic & dilutive earnings per share from continuing
operations (0.02) (0.10)
7 . Share capital
Authorised
30 September 30 September 31 March 31 March
2023 2023 2023 2023
(Unaudited) (Unaudited) (Audited) (Audited)
Number GBP Number GBP
Share Capital
Ordinary shares of GBP1.00 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 and paid
30 September 30 September 31 March 31 March
2023 2023 2023 2023
(Unaudited) (Unaudited) (Audited) (Audited)
Number GBP Number GBP
Ordinary shares of GBP1.00 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
1,122,000 1,122,000 1,122,000 1,122,000
(a) On incorporation on 14 September 2021, the Company issued
1 ordinary share 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.
(d) On 27 June 2022, the Company issued 35,000 ordinary shares
at their nominal v alue of GBP1.
8. Related party transactions
During the period, GBP48,365 (6 months ended 30 September 2022
(unaudited): GBP47,500) directors' remuneration was incurred.
GBP42,802 (31 March 2023 (audited): GBP135,723 deferred directors'
remuneration) directors' remuneration were owing as at 30 September
2023.
Additionally, as at 30 September 2023, GBP811 (31 March 2023
(audited): GBP33) was owing to the Executive Director, Mr Xiaobing
Wang. The balance is unsecured and interest-free.
Other than these there were no other related party
transactions.
9 . Ultimate Controlling Party
The ultimate controlling party is Xiaobing Wang.
10. 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 working capital ratios.
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.
11. Events subsequent to period end
There were no material events subsequent to period end that
require disclosure.
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END
IR DBBDDIBBDGXC
(END) Dow Jones Newswires
December 20, 2023 02:00 ET (07:00 GMT)
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