BRS Beacon Rise Holdings Plc

STRATEGIC REPORT

FOR THE PERIOD ENDED 31 DECEMBER 2023

Review of development and future prospects

The directors present their report and the financial statements for the 9 months ended 31 December 2023. The company has changed its accounting reference date to 31 December. The last financial statements were prepared for the year ended 31 March 2023. The change is made by the Board for the ease of aligning the company's accounting reference date with its future acquisition targets since 31 December is a common accounting reference date. The amounts presented for the current and the prior financial periods in these financial statements are not comparable.  

The company was incorporated as a private company with limited liability under the laws of England and Wales on 14 September 2021 with registered number 13620150 and re‑registered on 15 December 2021 as a public limited company under the Companies Act. It is domiciled and its principal place of business is in the United Kingdom.

The principal activity of the company is to acquire businesses in the primary and secondary segment of the education technology sectors.

Following the company's Initial Public Offering ("IPO") of its securities onto the London Stock Exchange through a Standard Listing on 25 March 2022, the company has continued to look for acquisitions which may be in the form of a merger, capital stock exchange, asset acquisition, stock purchase, scheme of arrangement, reorganisation or similar business combination of an interest in an operating entity or investment.

As at the financial year end and as of the date of signing the financial statements, the company did not have any current operations, no products were sold and no services were performed by the company. It did not operate or compete in any specific market, and the company had no subsidiaries. The company continues to seek acquisitions of UK and EU businesses or assets with operations in the primary and secondary segment of the education technology sector.

Mergers and Acquisition

The year of 2024 is a critical year for Beacon Rise. The company is dedicated to carry out an expansive strategic development plan which is carefully planned to enhance shareholders' value while dynamically responding to the evolving educational landscape.

Under the leadership of the Board, Beacon Rise remains committed to the education industry. The strategy for 2024 is to enhance the exploration of mergers and acquisition opportunities with a keen focus on diversifying assets. Potential targets include internet education technology companies, educational content developers, educational service providers, full-time educational institutions, and early education establishments. The goal is to align these acquisitions with the company's foundational objectives and thereby solidify our market position. The Board will propose in the next Extraordinary General Meeting for an extension of Beacon Rise's life cycle for another 12 months to find more education resources targets and achieve a successful reverse takeover so as to maximise shareholder value.

We fully recognise the complexities of the current economic environment, so the Board will adopt a dual-attention approach in asset acquisition. This approach not only aligns with the company's scale but also prioritises the stability and the sustainability of the target's business. Target acquisitions will be measured by three aspects including the stability of their business models, the potentiality on sustainable market growth and the strength of their management teams. We will apply an in-depth market analysis and focus on the future education industry trends in order to secure our investments with a long-term value added.

With the rapid advancements in AI technology, the Board will explore an innovative way to integrate traditional educational philosophies with cutting-edge AI solutions. The aim is to create an education model that seamlessly integrates AI-driven technology, innovative content and student-centric approaches. This innovation will lay the foundation for the formation of a pioneering education group focused on AI-enhanced educational services.

In 2024 Beacon Rise will actively seek collaborative partnerships with key participants in the education sector. These partnerships should aim to enhance academic courses, technological integration and market expansion.

Collaborations with industry leaders, academic institutions and technology innovators will provide us with the approach for a synergistic ecosystem conducive to the educational development.

Investment in human resource is a critical component of our strategy. We plan to implement comprehensive programs for talents consisting of the approaches of acquisition, development and retention. Leadership development and succession planning will be crucial for ensuring a strong and visionary leadership team in place to lead the company towards new successes in future.

Gender analysis

A split of our employees and directors by gender during the period is shown below:

                                                       Male                      Female
Directors                                           2                              1

As the company is only in its infancy, gender of the Board is skewed towards males. This does not reflect the attitudes of the company in any way and the Directors will promote females in the Board and in the workforce wherever possible. 

All the Directors are from an ethnic minority background.

The company is committed to attract more talented people to join the Board of Directors and to strictly manage the company to continuously improve its strategic decision-making capability and management. The Board will pay more attention to the monitoring of the company's cashflow in order to ensure sufficient capital for the implementation of the company's strategies.

Corporate social responsibility

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

Greenhouse Gas (GHG) Emissions

The company is aware that it needs to measure its operational carbon footprint in order to limit and control its environmental impact. However, the nature and the very limited level of operations during the period has made it impractical to measure its carbon footprint. In the future, the company will only measure the impact of its direct activities, as the full impact of the entire supply chain of its suppliers cannot be measured practically.

The company has not made separate disclosures relating to energy consumption & efficiency as the entity consumed less than 40,000 kWh of energy during the period.

In line with its broader strategic vision, Beacon Rise will integrate a strong emphasis on sustainability in its acquisition strategy. The company will actively seek targets that exhibit unique strengths in green development. This approach will ensure that acquisitions not only meet financial objectives but also align with Beacon Rise's environmental and social responsibility goals.

The Companies Regulations 2021 requires listed companies with over 500 employees to incorporate Task Force on Climate-related Financial Disclosures ("TCFD") in its financial statements. However, the disclosures are not applicable for the company in this financial period due to its employee number is below the required threshold.

Health and Safety

We strive to create a safe and healthy working environment for the wellbeing of our staff and create a trusting and respectful environment, where all members of staff are encouraged to feel responsible for the reputation and performance of the company. We aim to establish a diverse and dynamic workforce with team players who have the experience and knowledge of the business operations and markets in which we operate. Through maintaining good communications, members of staff are encouraged to realise the objectives of the company and their own potential.

The Board meets regularly and evaluates the company's risk position. The key company risks and associated control procedures and mitigation measures facing the company are detailed below.

Credit risk

Credit risk arises from outstanding receivables. Management does not expect any of these receivables to be non‑recoverable. The amount of exposure to any individual counterparty is subject to a limit, which is assessed by the Board.

The company considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk, and the monthly bank reconciliations are circulated to Board for review.

Liquidity risk

Liquidity risk arises from the company's management of working capital. It is the risk that the company will encounter difficulty in meeting its financial obligations as they fall due.

Controls over expenditure are carefully managed, in order to maintain its cash reserves. The company also prepares annual cash flow forecast and the Executive Director reviews it quarterly.

Capital risk management

The company's objectives when managing capital are to safeguard the company's ability to continue as a going concern, in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure.

Price risk and business risk

The company is exposed to price risk primarily with the costs of professional advisory services.

The nature of education technology companies is such that if the students' level of performance falls or satisfaction with services declines, annual retention rates may decline and, as a result, any business acquired by the company may be adversely affected.

Interest rate risk

Management considers the interest rate risk as low.

Foreign investment and exchange rate risks

Management considers the foreign investment and exchange rate risks as low. The board will review the company's foreign exchange exposure when the situation requires.

Compliance with UK departments for education

Management considers the risk of non‑compliance of the relevant regulations in UK education technology sector as low.

Following an acquisition, the company intends to choose to adopt and follow the Department for Education's non‑statutory guidance for providers of activities, after‑school clubs, tuition establishments and other out of school service providers published on 21 October 2020 (the "Guidance") or elements of the Guidance as it sees fit. The Guidance is intended to act as a code of conduct and safeguarding practice, and provides the best‑practice policies and procedures that out of school service providers should follow. It provides a framework of policies with respect to four primary areas, namely: health and safety, safeguarding and child protection, suitability determinations of staff and volunteers, as well as implementation of compliance governance and complaints procedures.

GDPR

Management considers the current risk of non‑compliance of GDPR as low.

The operation in the education technology sector in the UK and/or EU, they are likely to collect, process and store large amounts of personal data. This will increase the company's potential exposure under laws and regulations applicable in the UK and EU designed to protect privacy and personal data. Such laws are becoming increasingly rigorous and could be interpreted and applied in ways that may have a material adverse effect on the business, financial condition, results of operations and prospects of the company. The GDPR and the UK GDPR will continue to be interpreted by data protection regulators in the EEA and the United Kingdom. This may require the company to make changes to its business practices, which can be time‑consuming and expensive, and can generate additional risks and liabilities.

The board will review its practices and policies at least annually or when new regulations come into place.

IT risk

Management considers the IT risk as high due to the nature of the business of the acquiring targets. The system disruptions, security breaches, computer virus attacks or unsuccessful development of information technology systems could materially and adversely affect the business of the company.

It is intending to have daily backups, regular tests and have updated disaster plans and other system failures plans in place.

Conflicts of interest

Management considers the risks associated with conflict of interest is low. The board will review the list of related parties and related party transactions monthly.

The board reviewed the effectiveness of the company's risk management and the internal controls on the financial reporting procedures, and re‑assessed the probability of risk arising for the financial period ended 31 December 2023; the board concluded that the current risk management procedures and the internal control systems were sufficient for the current operation. The board will re-assess the risk management and the internal control system when there is change to the operation.

Since the company's IPO on 25 March 2022, the key objective of the company is the acquisition of investments. The board will reassess the company's business direction to further define our acquisition criteria.

Section 172 Statement
 

This section describes how the directors have had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006 in exercising their duty in good faith and fairly to promote the success of the company for

the benefit of its stakeholders as a whole in their decision making. The Directors continue to have regard to the interests of the company's stakeholders, in the impact of its activities on the community, the environment and the company's reputation for good business conduct, when making decision. We consider the company's major stakeholders to be our customers, employees, suppliers, and shareholders.

Having regard to the likely consequences of any decision in the long term

The Board is mindful that its strategic decisions can have long term implications for the business and its stakeholders and these implications are carefully assessed. Such assessment includes ensuring that the long term outlook for developments in the education technology segment in UK and EU areas (in respect of product upgrading, growing demand and technological updating) is at the forefront of long term strategic decisions.

Having regard to the interests of the company's employees

The company had no employees other than its directors in both period ended 31 December 2023 and the prior period.

Having regard to the need to foster the company's business relationships with customers, suppliers and others

The company did not undertake any activities in the period ended 31 December 2023. Until the company begins its acquisition, the only business relationships it has are with its shareholders and suppliers who provide professional services. The operational requirements of suppliers and customers will be respected when they arise.

Having regard to the impact of the company's operations on the community and the environment

The company did not carry out any activities in the period ended 31 December 2023, so it was very much a light touch operation in respect of the community and the environment in the period. However, we will support the appropriate community involvement and will respect applicable environmental regulations in future.

Having regard to the desirability of the company maintaining a reputation for high standards of business conduct

The Board recognises the importance of operating a strong corporate governance framework and exercises strict oversight over the company's activities in this respect.

The Executive Director maintains high standards of corporate governance and ensures the Board is equipped to carry out its duties, and to spend sufficient time on key areas that enable the delivery of our strategic objects. Our corporate governance framework clearly defines responsibilities and ensures that the company has the appropriate systems and controls to ensure the Board effectively oversees the business. The framework supports effective decision‑making and helps the Directors discharge their statutory duties, in particular, their duty to promote the long‑term success of the company. The Board reviews a detailed programme of matters and the strategic goal at least on an annual basis to understand the challenges the company and the company's acquiring target face.

Having regard to the need to act fairly between members of the company

The Board takes feedback from a wide range of shareholders and endeavours at every opportunity to pro-actively engage with all shareholders (via regular news porting - RNS) and engage with any specific shareholders in response to particular queries they may have from time to time. The Board considers that its key decisions during the period have impacted equally on all members of the company.

Key Personnel

The only employees in the company are the Directors, who are all considered to be key management personnel.

Xiaobing Wang, Age 45 ‑ Chief Executive Officer

Mr. Wang has over 22 years of experience in the education industry. Having started his career as a teacher, he is currently an executive director and chairman of the Board of Jiayi, a position he has held since 2011. He has served various positions within the Jiayi group over the years. Since 2016, Mr. Wang has actively led investments in the UK education sector, on behalf of Jiayi including its acquisition of a UK nursery group. He was appointed the vice president of the Committee of Tutorial Experts of the Chinese Association for Non‑Government Education in April 2018, and has acted as the president of the Association of Education and Tuition of Beijing Haidian District Zhongguancun Federation of Social Organisations since August 2015. Mr. Wang received an executive master of business administration degree from Nanjing University in March 2015. He is pursuing a doctoral degree of education industry management at China University of Mining and Technology.

Yunxia Wang, Age 41 ‑ Non‑Executive Director

Ms. Wang has over 15 years of experience within the finance industry in various multi‑national corporations including as a senior accountant at Ernst & Young in Shanghai from 2006 to 2011 and as accounting manager, then financial controller for RIS Recycling Trading Co. Ltd (based in the UK) from 2013 to 2019. From 2019, Ms. Wang has continued to engage in financial management, budgeting and tax planning as a sole trader consulting for various businesses. Ms. Wang received a Bachelor Degree in Economics from Shanghai Normal University in 2005.

John Parker, Age 64 ‑ Non‑Executive Director

Mr. Parker has significant financial and international capital markets experience, having previously led institutional equity distribution platforms and/or broker dealers in New York and London for global investment banks Salomon Brothers and Lehman Brothers in addition to European banks including Santander, ING and WestLB. He was also a partner at STJ Advisors, a leading capital markets advisory firm and a senior consultant at Rivel, the leading investor perception research firm globally. He started his career in Silicon Valley in outside technology sales. He is based in London and is a senior capital markets advisor to the Board, C-Suite and investor relations teams, providing experienced insight into valuation optimisation and best in class governance. He has broad connectivity across private equity, asset management, alternative investments, venture capital and the banking industry. He has successfully participated in over 130 IPO and secondary transactions, helping to raise over $25 billion. Mr. Parker received a degree in economics from the University of California, Irvine and an MBA from the Anderson School at UCLA.

This report was approved by the board on 10 April 2024 and signed on its behalf.