REG - Beacon Rise Holdings - Annual Financial Report
09/08/2022 13:45
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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
(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 PERIOD ENDED 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 PERIOD ENDED 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:
£ 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 PERIOD ENDED 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 £470,593, including
costs of equity transaction of £360,050.
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 Wang - £35,000
Yunxia Wang - £35,000
Fansheng Guo - £25,000
Particulars of Directors' Remuneration (audited)
Particulars of directors' remuneration, required to be audited under the
Companies Act 2006, are given in Note 9.
The deferred remuneration for each Director, being base salary, during the
period was:
Xiaobing Wang - £19,056
Yunxia Wang - £12,369
Fansheng Guo - £9,028
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 (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
INDEPENDENT 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 £13,900 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 £9,035 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 £695 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 company regarding the
nature and the amount of the transaction costs.
Refer to Note 1.6 and Note 7 of the financial statements.
*Critically reviewing and challenging the recognition and the classification of
the transaction costs in accordance with IAS 32.
*Ensuring the treatment by the company is correct and is consistent with the
company’s accounting policy.
During the period, the company incurred £360,050 transaction costs to issue
*Reviewing the disclosures made in the Statement of Comprehensive Income, Note
new equity instruments, which are the most material transactions during the 1.6 and Note 7 and ensuring these are accurate and complete.
financial period ended 31 March 2022.
Based on the procedures performed, we are satisfied that the management’s
judgement to recognise the transaction costs through profit or loss in respect
The treatment of these transaction costs are subject to judgement in of classification for the period ended 31 March 2022 along the related
classification. The classification of these transaction costs is complex and disclosures in the financial statements are appropriate.
must consider the nature and the details of the contracts to determine the
correct classification between recognition through profit or loss and
deduction from equity.
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
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Other matters which we are required to address
We were appointed by 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 PERIOD ENDED 31 MARCH 2022
Period ended
31 March
Note Period ended 31 March 2022
£
7 (110,543)
Administrative
expenses
7 (360,050)
Costs of equity
transaction
Loss from operations
(470,593)
Loss before taxation (470,593)
Taxation on loss of ordinary 10 -
activities
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 £
Assets
Current assets
11 6,349
Other receivables
826,473
Cash and cash equivalents
Total current assets 832,822
Total assets 832,822
Liabilities
Current liabilities
12 181,415
Trade and other liabilities
Total current liabilities 181,415
Total liabilities 181,415
Net assets 651,407
Issued capital and reserves
14 1,087,000
Share capital
15 35,000
Shares to be issued
15 (470,593)
Retained earnings
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 PERIOD ENDED 31 MARCH 2022
Share capital Shares to be issued Retained earnings Total equity
£ £ £ £
Comprehensive loss for the period
- - (470,593) (470,593)
Loss for the period
- - (470,593) (470,593)
Total comprehensive loss for the period
Contributions by and distributions to owners
1,087,000 - - 1,087,000
Issue of share capital
- 35,000 - 35,000
Shares to be issued
1,087,000 35,000 (470,593) 651,407
Transactions with owners in own capacity
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 PERIOD ENDED 31 MARCH 2022
2022
£
Cash flows from operating activities
(470,593)
Loss for the period
Changes in working capital:
(6,349)
Increase in Other receivables
181,415
Increase in trade and other payables
Net cash flow from operating activities (295,527)
Cash flows from financing activities
1,087,000
Proceeds from issue of shares
35,000
Proceeds from shares to be issued
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 PERIOD ENDED 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 £1,122,000
through issue of ordinary shares. The transaction costs associated with the
share issue were £360,050. The administrative expenses for the financial
period were £110,543.
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 from a Single 1 January 2023
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.
Functional and presentational currency
4.
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.
Accounting estimates and judgments
5.
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 £40,723 as detailed in
Note 9.
Operating
Loss
7.
Operating loss for the company is stated after charging:
Administration expenses Period ended 31 March 2022
£
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 £360,050 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 £33,000
accrued expenses relating to the audit services for the period ended 31 March
2022.
The company incurred £78,000 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:
Fees payable to the company's auditor in respect of: Period ended 31 March 2022
£
Audit services 33,000
All non‑audit services 78,000
9. Directors' remuneration
Period ended
31 March
2022
£
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
£
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 £470,593. The taxed
value of the unrecognised deferred tax asset is £89,413 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
£
Current
6,349
Prepayments
Total other receivables 6,349
12. Trade and other payables
2022
£
Current
36,000
Trade payables
Other payables 41,000
Accruals 104,415
Total current trade and other payables 181,415
13. Earnings per share
2022
£
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 £
Share Capital
Ordinary shares of £1.00 each 1,122,000 1,122,000
1,122,000 1,122,000
Issued and paid
2022 2022
Number £
Ordinary shares of £1.00 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 1,087,000 1,087,000
31 At 31 March
(a) On incorporation on 14 September 2021, the company issued 1 ordinary
shares at their nominal value of £1.
(b) On 11 November 2021, the company issued 49,999 ordinary shares at their
nominal value of £1.
(c) On admission to the Standard List of the LSE on 25 March 2022, the
company issued 1,037,000 ordinary shares at their nominal value of £1.
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 £35,000 investment
funds received from the shareholder during the period for the subscribed
shares.
16.
Related party transactions
During the period, £40,723 directors' remuneration was incurred; all of the
£40,723 deferred remuneration were owing as at 31 March 2022 and were
included in Accruals - Note 12.
Additionally, as at 31 March 2022, £41,000 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
£
Financial Assets
826,473
Cash and cash equivalents
Other receivables 6,349
832,822
Financial Liabilities
181,415
Trade and other payables
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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