REG - Beacon Rise Holdings - Annual Financial Report
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RNS Number : 1558Z Beacon Rise Holdings PLC 02 April 2026
Beacon Rise Holdings plc
2 April 2026
Full Year Results for the period ended 31 December 2025
Beacon Rise Holdings plc (LSE: BRS) has today published its Annual Report and
Financial Statements for the period ended 31 December 2025 (the "Annual
Report").
Access to the Annual Report
The Annual Report will shortly be available to view on the Company's website
at https://www.beaconrise.uk/ (https://www.beaconrise.uk/) and for download
from the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
Enquiries:
Xiaobing Wang, Director
Beacon Rise Holdings Plc
Email: info@beaconrise.uk
LDC Nominee Secretary Limited, Company Secretary
Email: beaconrisecss@lawdeb.com
Legal Entity Identifier (LEI): 2138007PIYMZMBWD4M27
Directors Xiaobing Wang
Yunxia Wang (Resigned on 31 December 2025)
John Parker
Mark Tavener (Appointed on 1 January 2026)
Company secretary LDC Nominee Secretary Limited
Registered number 13620150
Registered office Room 639 6(th) Floor
2 Kingdom Street
London
United Kingdom
W2 6BD
Independent auditors PKF Littlejohn LLP
Statutory Auditor
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 YEAR ENDED 31 DECEMBER 2025
Review of development and future prospects
The directors present their report and the financial statements for the year
ended 31 December 2025.
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 segments of the education technology sectors with further
interest in high end service sectors such as the healthcare service sector.
Review of 2025
During the financial year ended 31 December 2025, the Board focused on
advancing the Company's transition from the Equity Shares (shell companies)
listing category, as a special purpose acquisition company (SPAC), to an
acquisition-led operating business. The Board's work centred on strengthening
governance, enhancing management capability, developing organisational
capacity, progressing acquisition opportunities and reinforcing the Company's
overall control framework.
Firstly, the Company continued to enhance its corporate governance structure.
The Board reviewed and refined governance arrangements, including
constitutional documents and internal procedures, to ensure that
decision-making processes, shareholder rights and Board authority were
appropriately structured to support future transactions and business
expansion, aligning it with the Company's strategy. The Board maintained a
high standard of regulatory compliance and transparency in disclosure. During
the reporting period, the Company further strengthened its Board leadership
structure by appointing independent director Mr John Parker as Chairman of the
Board, thereby enhancing the independence, oversight and discipline of Board
operations.
Secondly, the Board further strengthened its composition and management team.
The Company appointed core management personnel, including a Chief Financial
Officer to the Board and a Chief Operating Officer and Chief Investment
Officer to the Company's management team. This is expected to enhance its
capabilities in financial management, capital markets, operational execution,
investment management and risk oversight. These developments have established
a strong foundation for the Company's transition to an operating platform.
The Company has also made efforts to further strengthen its organisational and
human resource capabilities. The Company has established a business
relationship with a professional third-party human resources service provider
and will continue to enhance its human resource management capabilities under
professional guidance. In addition, the Company has also established a working
relationship with a law firm, which continues to provide professional advice
and support on human resource-related legal matters. While maintaining a
prudent cost structure, the Company has introduced professional resources to
support due diligence, project evaluation and operational readiness. External
advisers have also supplemented the Company's internal capabilities across
legal, financial and transaction execution functions.
Substantive progress has been made with regard to its acquisition strategy.
The Board further refined the strategic focus of the business towards
healthcare services and related training sectors. The Company evaluated a
number of potential targets and advanced preliminary transaction discussions.
Supported by a structured programme of due diligence and transaction
preparation, the Company progressed from opportunity identification into the
pre-execution phase of potential transactions. It is intended that the current
proposed acquisitions will provide the Company with the critical mass required
to progress its overarching strategy of seeking to is to acquire businesses in
the primary and secondary segments of the education technology sectors, with
further interest in high end service sectors such as the healthcare service
sector.
The Board continued to enhance governance capability and organisational
readiness. Under the direction of the Board, the Company is further refining
and strengthening its risk management and internal control framework and
continues to advance the process of formalised governance and operational
standardisation. The Company has improved its risk management, internal
control and decision-making mechanisms, strengthened the effectiveness of
Board governance, and established a solid organisational foundation for its
transition into substantive operations.
Overall, 2025 represented a pivotal year in the Company's transformation.
During the year, the Company established strong foundations in governance,
management capability, strategic positioning and acquisition readiness.
Strategic Plan for 2026
Building on the foundations established in 2025, the Board believes that the
Company is entering a critical phase of execution. The core objective for 2026
is to complete what the directors believe to be value-accretive acquisitions
and to transition the Company into a sustainable operating business.
The Board intends to prioritise acquisition opportunities aligned with the
Company's strategy, particularly within the education technology sectors with
a focus in high end service sectors such as the healthcare service sector.
Rigorous financial, legal and commercial due diligence will remain central to
all transactions, ensuring a disciplined and risk-aware approach to capital
deployment.
The Company will continue to strengthen its professional capabilities through
a combination of internal resources and external advisers, in order to support
both transaction execution and post-acquisition integration.
The Board recognises that, as the Company progresses into the execution phase,
operating costs have increased compared with the previous year, primarily
driven by professional advisory fees, team expansion and project-related
expenditure. While this represents a necessary stage in the Company's
development, it also places increased demands on capital management, financial
planning and funding capability.
Accordingly, the Company will continue to manage its financial resources
prudently and may seek additional funding where appropriate. Any financing
strategy will be carefully evaluated in light of market conditions,
shareholder interests and the cost of capital.
The Board will continue to strengthen risk management and internal controls,
with particular focus on transaction risk, integration risk, liquidity risk
and regulatory compliance. The Company will maintain a prudent and disciplined
approach to ensure that all workstreams progress in a controlled and
sustainable manner.
In parallel, the Company plans to establish key Board committees, including an
Audit Committee and a Remuneration and Performance Committee, in advance of
its anticipated progression towards the AIM market. These structures are
intended to enhance the professionalism of Board operations, strengthen
oversight and provide an appropriate governance framework to support the
Company's next stage of development.
In addition, to support future post-acquisition integration and as part of its
overarching strategy, the Company intends to further develop its technology
capabilities, including exploring and, where appropriate, implementing digital
platforms and systems to enhance patient services, public education,
scientific outreach and operational efficiency. The Board believes that such
initiatives will support standardisation, improve service quality and
strengthen integration capability across the enlarged Group following
completion of the proposed acquisitions.
Overall, 2026 is expected to be a critical year in the Company's development.
While the opportunities arising from the Company's transformation are
significant, the Board remains fully mindful of execution risk and external
uncertainty. The Company will continue to progress in a prudent, balanced and
controlled manner, maintaining an appropriate balance between growth ambition
and operational discipline in order to achieve sustainable long-term value
creation.
2026 marks a pivotal year for Beacon Rise as it intends to list on the AIM
market as an operating company. The Company has signed Head of Terms
agreements with three Target businesses in the physiotherapy, chiropractor and
healthcare education sectors. The intention is to finalise the acquisition of
these businesses in conjunction with admission to the AIM market.
This report outlines the key initiatives and achievements in governance
optimisation, capital structure enhancement, and decision-making efficiency,
laying a solid foundation for sustainable development and shareholder value
creation.
Optimisation of Capital Structure and Financial Management
We strengthened the capital base, successfully obtaining shareholder approval
for new share issuance, providing financial support for the Company's
sustainable development, strengthening financial reserves, and optimising the
balance sheet to support future business expansion.
In 2025 we kept continuously transparent capital operations, strictly
compliance with regulatory requirements to ensure transparency and regulatory
compliance in all capital operations. At the same time, we strengthened
internal audit and financial management, ensuring that the utilisation of
funds aligns with shareholder interests and the company's strategic
objectives, further enhancing investor confidence in corporate governance.
Improvement of Governance Structure and Compliance Management
We are always committed to enhance Professional Governance Standards. In 2025
we collaborated with professional advisory institutions to optimise the Board
structure and governance mechanisms, ensuring compliance with high regulatory
standards while improving strategic planning and execution efficiency. We also
conducted comprehensive reviews and updates of statutory documents to ensure
accurate and legally compliant submissions to regulatory authorities.
We kept increasing transparency and efficiency by optimising decision-making
processes and adopting best governance practices, the company has made its
management structure more transparent and operational efficiency more robust,
laying a solid foundation for long-term governance.
Enhancing Board Operations and Management Efficiency
In 2025 we held fourteen board meetings throughout the year, focusing on
capital operations, financial management, and strategic planning, ensuring
that major issues were effectively addressed, achieving a balance between
strategic foresight and operational agility, enabling the company to swiftly
adapt to market changes while remaining committed to long-term objectives.
We signed new service agreements with board members to ensure the stability of
the management structure, maintain continuity in strategic implementation, and
enhance investor confidence, which ensured Board Stability.
Shareholder Participation and Rights Protection
We ensure the Company's commitment to standardised governance. On 12 March
2026 a general meeting was held to approve the extensions of the company's
lifespan by another 12 months to 24 March 2027, as well as:
· The Share Capital Re-organisation proposed to the
shareholders
· Adoption of new articles
· Authorisation to issue and allot New shares
Corporate Social Responsibility (CSR)
· Business Integrity and Information Transparency
Our operation with an honest, ethical, and open approach respected human
rights while safeguarding the interests of shareholders and employees. We
provided regular, reliable business updates to shareholders and adhere to the
highest standards of corporate conduct.
· Greenhouse Gas (GHG) Emissions
The company recognised the need to manage its environmental impact and will
measure its direct carbon footprint in the future. Due to limited operational
activities throughout the year, total energy consumption remained below 40,000
kWh, making separate disclosures on energy consumption and efficiency not
required.
· Health and Safety
The company was committed to create a safe and healthy working environment
that fosters trust and respect, encouraging employees to take responsibility
and build a diverse and dynamic workforce to ensure that team members possess
experience and knowledge relevant to business operations and market dynamics.
In 2026 we will keep optimising capital operations, enhancing financial
stability and growth potential. Beacon Rise has set the core objectives for
2025 as follows:
Capital and Market Competitiveness
In 2025 Beacon Rise will continue to optimise capital operations, ensuring a
stable financial structure while securing sufficient funds for future
acquisitions and strategic investments. Specific measures include:
• Optimising the Capital Structure
The company will enhance funding efficiency through equity financing, debt
management, and capital market instruments, ensuring financial flexibility and
stability in various market conditions.
• New Share Issuances
Depending on market conditions, the company may consider new share issuance to
fund future acquisitions while optimising shareholder capital structures for
sustainable financial health.
• Attracting Long-term Strategic Investors
Beacon Rise seeks to collaborate with institutional investors and family
offices to boost market confidence and stabilise stock performance. By
optimising shareholder composition, the company will ensure long-term capital
support for its future growth strategy.
• Enhancing Financial Management and Transparency
All financial operations will strictly comply with the London Stock Exchange
and UK Financial Conduct Authority (FCA) regulations, ensuring that capital
decisions align with shareholder interests and strengthen investor confidence
in the company's governance.
Mergers and Acquisition
Under the leadership of the Board, the strategy for 2026 is to enhance the
exploration of mergers and acquisition opportunities with a keen focus on
generating long-term shareholder returns.
In 2026, our core objective is to identify high-quality assets with long-term
value creation potential and expand its global presence through strategic
acquisitions. In 2026, the company will strictly adhere to the board's
strategic direction and focus on the following key sectors:
• Health care businesses (Physiotherapy and Chiropractor)
Investments will include acquiring physiotherapy businesses and chiropractor
businesses and building a group of such health care businesses. It is intended
to include an education business in the healthcare field to act as the
critical mass for the Company to explore its opportunities within the
education technology space.
To enhance acquisition efficiency, the company will:
· Establish a dedicated due diligence team to ensure all transactions
align with financial, strategic, and regulatory requirements.
· Optimise post-acquisition integration processes, ensuring
seamless governance, financial management, and operational synergy between
Beacon Rise and its acquisitions, thereby improving asset utilisation
efficiency.
· Set up an industry expert advisory committee, providing
specialised insights across different sectors to enhance the quality and
long-term return potential of acquisition decisions.
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.
Investment in human resource is a critical component of our strategy for long
term. We plan to implement sustainable and comprehensive programs for talents
consisting of the approaches of acquisition, development and retention.
Leadership development and succession planning will be crucial for ensuring a
strong and visionary leadership team in place to lead the company towards new
successes in future.
Financial key performance indicators:
Year ended 31 December 2025 Year ended 31 December 2024
£ £
EBITDA (694,061) (248,566)
Gross assets 132,919 162,217
Net (liabilities)/assets (7,458) 106,603
Gender analysis
A split of our employees and directors by gender during the year 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.
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 year 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 year.
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.
In 2026, the company plans to:
* Strengthen Greenhouse Gas (GHG) Emissions Management, optimise energy
consumption, and ensure corporate operations align with global carbon
neutrality goals.
* Prioritise the Acquisition of Green Technology and Environmental Solutions
Companies, embedding sustainability into the company's long-term strategic
framework.
* Publish an Annual ESG Report, ensuring shareholders, investors, and regulators
have transparent access to the company's sustainability progress.
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.
In 2026, the Company will strengthen workplace management by:
* Optimising Employee Health Management: Providing enhanced employee wellness
programs to ensure a health and productive workforce.
* Strengthening Governance Training: Ensuring board members and management teams
receive up-to-date compliance knowledge and leadership training to improve
decision-making.
* Enhancing Mental Health Support: Providing professional counselling services,
improving corporate culture, and increasing overall workplace efficiency and
employee satisfaction.
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. The Company had
net liabilities of £7,458 at 31 December 2025.
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. The company continues to raise new capital from equity
investors ahead of the proposed admission to the AIM market to ensure the
admission process is successfully completed.
Price risk and business risk
The company is exposed to price risk primarily with the costs of professional
advisory services.
The nature of healthcare sector 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.
GDPR
Management considers the current risk of non‑compliance of GDPR as low.
The operation in the healthcare 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 year ended 31 December 2024; 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 healthcare 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 3 employees other than its directors in the year ended 31
December 2025 and no employees other than its directors the prior year.
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 year ended 31 December
2025. 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 year ended 31 December
2025, so it was very much a light touch operation in respect of the community
and the environment in the year. 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 year have impacted equally on all members of the
company.
Key Personnel
The employees in the company are the Directors and a small number of key
individuals, who are all considered to be key management personnel.
Xiaobing Wang, Age 47, Chief Executive Officer
Mr. Wang has significant experience in strategic management for international
chain enterprises, with particular expertise in cross-market growth,
post-merger integration and investment-led business expansion. He began his
career in the mathematics education sector in 1997 and subsequently founded
Jiayi Education Group's first tutoring centre. Through a combination of
organic growth and M&A-led expansion, he has played a key role in the
Group's scale development and international growth.
Under his leadership, Jiayi Education Group completed a number of strategic
acquisitions and investments, including investments in UK education technology
companies EZ Education and Mathigon, supporting the Group's expansion and
operational execution in the UK market. He currently serves as Chairman of the
Board of istep Learning.
Mr. Wang holds an Executive MBA from Nanjing University and has completed an
executive education programme at the Johnson Graduate School of Management,
Cornell University.
Yunxia Wang, Age 42 ‑ 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.
Mrs Wang resigned as a director on 31 December 2025.
John Parker, Age 65 ‑ 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.
Mark Tavener, Age 55 Executive Director
Mark qualified as a ICAEW chartered accountant at PwC UK in 1997. He has held
several senior finance roles across both the accounting profession and
industry with T-Mobile, Deloitte (transaction
services, corporate finance), IPSX and RSM (transaction services, corporate
finance). Between October 2019 and April 2025, Mark served on the board of
AIM-quoted Manolete Partners Plc as Chief Financial Officer. Mark has been
Beacon Rise's non-board Chief Financial Officer since 19 August 2025 and was
subsequently appointed to the board of Beacon Rise on 01 January 2026. Mark
holds a Master of Arts (MA) in Economics from the University of Edinburgh.
Mark Tavener was appointed as a director on 1 January 2026.
This report was approved by the board on 1 April 2026 and signed on its behalf
by:
Xiaobing Wang
Director
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year
ended 31 December 2025.
Principal activity
The principal activity of the Company is to acquire businesses in the primary
and secondary segments of the education technology sectors with further
interest in high end service sectors such as the healthcare service sector.
Results and dividends
The loss for the twelve months ended 31 December 2025, after taxation,
amounted to £694,061 (2024 - £248,566), including costs of equity
transaction of £Nil (2024 - £Nil).
The directors do not intend to declare a dividend in respect of the year under
review (2024 - £Nil).
Directors
The directors who served during the year and subsequently were:
Xiaobing Wang
Yunxia Wang (Resigned on 31 December 2025)
John Parker (Appointed as Chairman on 18 September 2025)
Mark Taverner (Appointed on 1 January 2026)
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 20.
Share Capital
Details of the company's share capital, together with details of the movements
since incorporation, are shown in Note 16. The company has one class of
Ordinary Share, and all shares have equal voting rights and rank pari passu
for the distribution of dividends and repayment of capital.
Substantial Shareholders
At 31 December 2025, 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 59.51%
Mrs Xiuling Lu 74,899 5.31%
Li Zhengyuan 60,000 4.25%
Lin Jun 60,000 4.25%
Ling Lin 58,333 4.13%
Cai Hui 55,000 3.90%
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 year.
Corporate Governance Statement
For the year ended 31 December 2025, the Board consisted of an executive
director Mr Xiaobing Wang and two non-executive Directors Ms Yunxia Wang and
Mr John Parker.
As a company admitted to the equity shares (shell companies) category of the
Official List of the Financial Conduct Authority, the Company is not required
to comply with the provisions of the UK Corporate Governance Code. However,
considerations have been made by the Board on certain aspects of the UK
Corporate Governance Code to ensure that appropriate standards of corporate
governance are maintained as described below:
(a) the Board recognises the value of impartial oversight brought to the
company by the inclusion of directors characterised as independent for the
purposes of the UK Corporate Governance Code. The UK Corporate Governance Code
recommends that boards are comprised of at least half independent
non‑executive directors excluding the chairman. Whereas, in the view of the
Board, each of the non‑executive directors presents attributes consistent
with that of an independent director, the Board recognises that the additional
time committed by Ms.Yunxia Wang to the finance function of the company as a
non‑executive director is likely an impediment to her characterisation as
independent. Consequently, for the period of time prior to an acquisition, the
Board comprises one independent non‑executive director, Mr. John Parker.
Following an acquisition, the Board will re‑evaluate the need for additional
board balance between independent and non‑independent Directors; and
(b) once an acquisition is made, the Board will have nomination, remuneration
and/or audit committees. The Board as a whole will instead review its size,
structure and composition, the scale and structure of the Directors' fees
(taking into account the interests of Shareholders and the performance of the
company), take responsibility for the appointments on the company's financial
performance. Following an acquisition, the Board intends to put in place
nomination, remuneration and audit committees.
As at the date of these financial statements, the Board has a share dealing
code that complies with the requirements of the Market Abuse Regulation. All
persons discharging management responsibilities (comprising only the Directors
at the date of these financial statements) shall comply with the share dealing
code from the date of admission. The Board will also address issues relating
to internal control and the approach to risk management.
Following an acquisition, the company will, in future, seek to voluntarily
comply with the UK Corporate Governance Code, in addition to the establishment
of committees referred to above. The company will seek transfer from the Main
market to either the AIM market or other appropriate, subject to fulfilling
the relevant eligibility criteria at the time. Following any such transfer,
the company would comply with the continuing obligations and corporate
governance then applicable.
The Board authorised the Executive Director to operate the daily management,
including communicating with investors, exploring potential investment
opportunities and monitoring daily operating expenditure following the
approval of cash flow. Board meetings will be held upon significant matters.
During the financial year, 14 board meetings were held and the decision on
share subscription and listing were both made in the prior periods with all
three directors attending the meeting.
Directors will continue to follow the current corporate governance processes
in 2026 and ensure the company maintains the highest standards of regulatory
compliance. The company devotes to be an open and transparent organisation for
its rigorous governance in the public domain. This can be achieved through
continuous learning and focusing on the latest development within the
regulatory frameworks and corporate governance code.
External Auditor
PKF Littlejohn LLP were appointed auditors to the company and have expressed
their willingness to remain in office. The Board considers auditor
independence and objectivity and the effectiveness of the audit process. It
also considers the nature and extent of the non‑audit services supplied by
the auditor reviewing the ratio of audit to non‑audit fees and ensures that
an appropriate relationship is maintained between the company and its external
auditor.
During the year the Board approved the non-audit services relating to the
reporting accountant services in respect of the Company's proposed transfer of
its listing to AIM and the subsequent acquisitions. The Board reviewed the
compliance with the FRC's Ethical Standards for auditors and the restrictions
on auditors in providing non-audit services. Before approving the non-audit
services the Board considered the permissibility of these services, as set out
below. Throughout the delivery the Board monitored PKF's work as reporting
accountants and the subsequent year-end audit, to ensure there was no impact
on their independence by confirming the use of separate teams and engagement
partners by PKF.
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 (audited)
The remuneration policy of the company is that the Directors shall be paid
from the date of appointment on a monthly basis.
After an acquisition is made, a remuneration committee will be set up and
reassess an appropriate level of Directors' remuneration and it is envisaged
that the remuneration policy will assist to attract, retain and motivate
Executive Directors and senior management of a high calibre with a view to
encouraging commitment to the development of the company and for long term
enhancement of shareholder value. The Board believes that share ownership by
Directors strengthens the link between their personal interests and those of
shareholders although there is no formal shareholding policy in place.
The current Directors' remuneration comprises a basic fee and at present,
there is no bonus or long-term incentive plan in operation for the Directors.
Service contracts (audited)
The Directors entered into Service Agreements with the company and continue to
be employed until terminated by the company or employees. Either party may
terminate the agreement by giving the other not less than three months' notice
in writing. In the event of a material breach of contract the breaching party
shall be liable for the losses caused to observant party. Each Director is
paid at a rate per annum as follows:
Xiaobing Wang - £35,000
Yunxia Wang - £35,000
John Parker - £35,000
Mark Taverner - £130,000
Particulars of Directors' Remuneration (audited)
Particulars of directors' remuneration, required to be audited under the
Companies Act 2006, are given in Note 9.
No deferred remuneration at the year end for each Director.
There were no performance measures associated with any aspect of the
Director's remuneration during the year.
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 year.
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 year.
Directors' interests in shares (audited)
The Company has no Director shareholder requirements.
The beneficial interest of the Director in the Ordinary Share Capital of the
company at 31 December 2025 was:
Ordinary Shares Percentage of issued share capital 31 December 2025
%
Xiaobing Wang 840,000 59.51
Interests of Employee
The company had three employees other than its Directors during the year.
Business relationships with suppliers, customers and others
The section 172 statement in this Annual Report sets out the details of the
management of the business relationships with customers, suppliers and others.
Impact of operations on the community and environment
The company has no operations that impact upon the community or environment
currently. However, upon a successful acquisition, the Board will review its
Health, Safety & Environment and other policies, work responsibility and
monitor the impact of operations on the community and environment.
Maintain a reputation for high standards of business conduct
The Corporate Governance Statement in this this Annual Report sets out the
Board structure and Board meetings held during the financial year, 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 16. None of the
shares carry any special rights with regard to the control of the company.
There are no known arrangements under which the financial rights are held by a
person other than the holder and no known agreements or restrictions on share
transfers and voting rights. As far as the company is aware, there are no
persons with significant direct or indirect holdings other than the Directors
and other significant shareholders.
The provisions covering the appointment of directors are contained in the
company's articles of association, any changes to which require shareholder
approval.
There are no significant agreements to which the company is party that take
effect, alter or terminate upon a change of control following a takeover bid
and no agreements for compensation for loss of office or employment that
become effective as a result of such a bid.
Directors' responsibilities statement
The directors are responsible for preparing the Annual Report and the
financial statements, in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have prepared the company
financial statements in accordance with UK-adopted international accounting
standards and with the requirements of Companies Act 2006.
Under company law the directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the company and of the profit or loss of the company for that
period.
In preparing the financial statements, the directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgments and accounting estimates that are
reasonable and prudent;
· ensure statements comply with UK-adopted international
accounting standards; and
· prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the company will continue in
business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the company's transactions and disclose with
reasonable accuracy at any time the financial position of the company and
enable them to ensure that the company financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the assets of
the company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The financial statements are published on the company's website
http://beaconrise.uk (http://beaconrise.uk) . The work carried out by the
Auditor does not involve consideration of the maintenance and integrity of
this website and accordingly, the Auditor accepts no responsibility for any
changes that have occurred to the financial statements since they were
initially presented on the website. Visitors to the website need to be aware
that legislation in the United Kingdom covering the preparation and
dissemination of the financial statements may differ from legislation in their
jurisdiction.
Requirements of the UK Listing Rules
UK Listing Rule 6.6.4 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 UK Listing Rule 6.6.4.
Auditor Information
Each of the persons who are Directors at the time when this Directors' report
is approved has confirmed that:
· so far as the Director is aware, there is no relevant audit
information of which the company's auditors are unaware, and
· the Director has taken all the steps that ought to have been
taken as a director in order to be aware of any relevant audit information and
to establish that the company's auditors are aware of that information.
Directors' Indemnity Provisions
The company has not implemented Directors and Officers Liability Indemnity
insurance as at 31 December 2025. The Board will seek to have adequate
insurance in place when an acquisition target is presented.
Going concern
The financial statements have been prepared on a going concern basis with
material uncertainty, which assumes that the company will continue to meet its
liabilities as they fall due.
The total comprehensive loss for the financial year were £694,061 (year ended
31 December 2024 - £248,566). At the balance sheet date the company was in a
net liability position of £7,458.
The Directors review the company's financial forecast against the quarterly
management accounts to assess the company's working capital requirement. As at
the reporting date, the company held cash at bank of £72,000 and its forecast
cash position indicates that it will have sufficient funds to meet its
forecasted liabilities through 30 April 2027, based on committed cash out
flows and potential fund raises. Furthermore, the company received £250,000
in March 2026 for 138,889 ordinary shares to be issued subsequent to the
reporting period.
There are currently no binding agreements with individuals and institutions
regarding potential future equity funding. There is no certainty that such
funding will be secured. This indicates the existence of a material
uncertainty which may cast significant doubt over the company's ability to
continue as a going concern.
Loss of Capital
As at the year end, the Company was in a net liabilities position. As a
result, the Directors recognise that the circumstances fall within Section 656
of the Companies Act 2006, under which the net assets of a public company have
become half or less of its called‑up share capital. The Directors are
currently assessing the Company's financial position and the actions available
to address the capital position. A general meeting of shareholders has not yet
been convened but will be called in accordance with the requirements of
Section 656. The Directors will update shareholders in due course.
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 1 April 2026 and signed on its behalf
by:
Xiaobing Wang
Director
The financial information set out in this Annual Financial Report does not
constitute the Company's statutory accounts for 2024 or 2025. Statutory
accounts for the years ended 31 December 2024 and 31 December 2025 have been
reported on by the Independent Auditor. The Independent Auditor's Reports on
the Annual Report and Financial Statements for 2024 and 2025 were unqualified,
did not draw attention to any matters by way of emphasis and did not contain a
statement under 498(2) or 498(3) of the Companies Act 2006.
Statutory accounts for the year ended 31 December 2024 have been filed with
the Registrar of Companies. The statutory accounts for the year ended 31
December 2025 will be delivered to the Registrar in due course.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER
2025
Year ended Year ended
31 December 31 December
Note 2025 2024
£ £
Administrative 7 (694,061) (248,655)
expenses
Loss from operations (694,061) (248,655)
Net finance income 10 - 89
Loss before taxation (694,061) (248,566)
Taxation on loss of ordinary activities 11 - -
Loss for the year from continuing operations (694,061) (248,566)
Other comprehensive income - -
Total comprehensive loss for the year attributable to shareholders
(694,061) (248,566)
Earnings per share (basic and dilutive) 15 (0.54) (0.21)
The statement of comprehensive income has been prepared on the basis that all
operations are continuing operations.
The accompanying notes below form part of these financial statements.
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31 December 2025 31 December 2024
Note £ £
Assets
Non-current assets
Property and equipment 12 4,065 -
Current assets
13 56,325 12,083
Other receivables
72,529 150,134
Cash and cash equivalents
Total current assets 128,854 162,217
Total assets 132,919 162,217
Liabilities
Current liabilities
14 140,377 55,614
Trade and other liabilities
Total current liabilities 140,377 55,614
Total liabilities 140,377 55,614
Net (liabilities)/assets
(7,458) 106,603
Issued capital and reserves
16 1,411,482 1,180,333
Share capital
Share premium 16 138,356 11,667
Shares to be issued 17 222,162 -
17 (1,779,458) (1,085,397)
Retained earnings
TOTAL EQUITY/(DEFICIT)
(7,458) 106,603
The accompanying notes below form part of these financial statements.
The financial statements were approved and authorised for issue by the board
of directors and were signed on its behalf on 1 April 2026 by:
Xiaobing Wang
Director
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Share capital Shares to be issued Share Premium Retained earnings Total equity/(deficit)
£ £ £ £
£
1,122,000 - - (836,831) 285,169
At 1 January 2024
Comprehensive loss for the year
- - - (248,566) (248,566)
Loss for the year
- - - (248,566) (248,566)
Total comprehensive loss for the year
Contributions by and distributions to owners
58,333 - 11,667 - 70,000
Issue of share capital
- (1,085,397) 106,603
Balance at 31 December 2024 1,180,333 11,667
1,180,333 - 11,667 (1,085,397) 106,603
At 1 January 2025
Comprehensive loss for the year
- - - (694,061) (694,061)
Loss for the year
- - - (694,061) (694,061)
Total comprehensive loss for the year
Contributions by and distributions to owners
231,149 - 126,689 - 357,838
Issue of share capital
Shares to be issued - 222,162 - - 222,162
222,162 138,356
Balance at 31 December 2025 1,411,482 (1,779,458) (7,458)
The accompanying notes below form part of these financial statements.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Year Ended 31 December 2025 Year Ended 31 December 2024
£ £
Cash flows from operating activities
(694,061) (248,566)
Loss for the year
Depreciation of property and equipment 12 407 -
Net finance (income)/costs - (89)
Changes in working capital:
(44,242) (1,531)
Increase in other receivables
84,763 (14,345)
Increase/(decrease) in other payables
Net cash flow from operating activities (653,133) (264,531)
Cash flows from investing activities
Purchase of property and equipment 12 (4,472) -
Net cash flow from investing activities (4,472) -
Cash flows from financing activities
357,838 70,000
Proceeds from issue of shares
Proceeds from shares to be issued 222,162 -
Interest paid - 89
Net cash flow from financing activities 580,000 70,089
Net decrease in cash and cash equivalents (77,605) (194,442)
Cash and cash equivalents at the beginning of the year 150,134 344,576
Cash and cash equivalents at the end of the year
72,529 150,134
The accompanying notes below form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1. Reporting entity
Beacon Rise Holdings Plc (the 'company') is a public company incorporated in
the United Kingdom. The company's registered office is at Room 639 6(th)
Floor, 2 Kingdom Street, London, W2 6BD. The principal activity of the company
is to acquire businesses in the health care sector and the primary and
secondary segment of the healthcare sector.
2. Basis of preparation
The financial statements have been prepared in accordance with International
Financial Reporting Standards, International Accounting Standards and
Interpretations as adopted by the UK (collectively IFRSs). They were
authorised for issue by the company's board of directors.
Details of the company's accounting policies, including changes during the
year, are included in note 1.
In preparing these financial statements, management has made judgments,
estimates and assumptions that affect the application of the company
accounting policies and the reported amounts of assets, liabilities, income
and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to estimates are recognised prospectively.
The areas where judgments and estimates have been made in preparing the
financial statements and their effects are disclosed in note 5.
2.1 Basis of measurement
The financial statements have been prepared on the historical cost basis.
2.2 Changes in accounting policies
New standards, interpretations and amendments
Standards Impact on initial application Effective date
IFRS 9, IFRS 7 Amendments to the classification and measurement of financial instruments 1 January 2026
IFRS 1, IFRS 9, IFRS 10, IFRS 7, IAS 7 Annual Improvements to IFRS Accounting Standards 1 January 2026
IFRS 18 Presentation and disclosure in financial statements 1 January 2027
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.
2.3 Segmental analysis
The company manages its operations in one segment, being seeking a suitable
investment in the healthcare sector. 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.
3. Accounting policies
3.1 Going concern
The financial statements have been prepared on a going concern basis, which
assumes that the company will continue to meet its liabilities as they fall
due.
The total comprehensive loss for the financial year were £694,061 (year ended
31 December 2024 - £248,566). At the balance sheet date the company was in a
net liability position of £7,458.
The Directors review the company's financial forecast against the quarterly
management accounts to assess the company's working capital requirement. As at
the reporting date, the company held cash at bank of £72,000 and its forecast
cash position indicates that it will have sufficient funds to meet its
forecasted liabilities through 30 April 2027, based on committed cash out
flows and potential fund raises. Furthermore, the company received £250,000
in March 2026 for 138,889 ordinary shares to be issued subsequent to the
reporting period.
There are currently no binding agreements with individuals and institutions
regarding potential future equity funding. There is no certainty that such
funding will be secured. This indicates the existence of a material
uncertainty which may cast significant doubt over the company's ability to
continue as a going concern.
3.2 Foreign currency
In preparing the financial statements of the company, transactions in
currencies other than the entity's functional currency (foreign currencies)
are recognised at the rates of exchange prevailing at the dates of the
transactions. At the end of each reporting period, monetary items denominated
in foreign currencies are retranslated at the rates prevailing at that date.
Exchange differences on monetary items are recognised in profit or loss in the
year in which they arise.
3.3 Property and equipment
Items of property and equipment are measured at cost less accumulated
depreciation and any accumulated impairment losses.
If significant parts of an item of property and equipment have different
useful lives, then they are accounted for as separate items (major components)
of property and equipment. Any gain or loss on disposal of an item of property
and equipment is recognised in profit or loss. Subsequent expenditure is
capitalised only if it is probable that the future economic benefits
associated with the expenditure will flow to the company.
Depreciation is provided on all other items of property and equipment so as to
write off their carrying value over their expected useful economic lives. It
is provided at the following range:
Computer equipment ‑ 33% straight line
3.4 Taxation
Income tax expense represents the sum of the tax currently payable.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from 'profit before tax' as reported in the Statement of
comprehensive income because of items of income or expense that are taxable or
deductible in other years and items that are never taxable or deductible. The
company's current tax is calculated using tax rates that have been enacted or
substantively enacted by the end of the reporting period.
Deferred tax
Deferred taxation is provided for by using the statement of financial position
method, providing for temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used
for taxation purposes. The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the carrying amount of assets
and liabilities, using tax rates enacted, or substantively enacted, at the
reporting date.
A deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the deferred tax asset
can be utilised. Deferred tax assets are reduced to the extent that it is no
longer probable that the related tax benefit will be realised.
3.5 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.
3.6 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.
3.6a Other receivables
(a) Classification
Loans and receivables are non‑derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They are
included in current assets. The company's loans and receivables comprise
prepayments.
(b) Recognition and measurement
Loans and receivables are initially recognised at fair value through profit or
loss and are subsequently measured at amortised cost using the effective
interest rate method, less provision for impairment.
(c) Impairment of Financial Assets
The company assesses at the end of each reporting period whether there is
objective evidence that a financial asset, or a group of financial assets, is
impaired. A financial asset, or a group of financial asset, is impaired, and
impairment losses are incurred, only if there is objective evidence of
impairment as a result of one or more events that occurred after the initial
recognition of the asset (a "loss event"), and that loss event (or events) has
an impact on the estimated future cash flows of the financial asset, or group
of financial assets, that can be reliably estimated.
Receivables that are known to be uncollectible are written off by reducing the
carrying amount directly. The company considers that there is evidence of
impairment if any of the following indicators are present:
‑ Significant financial difficulties of the debtor
‑ Probability that the debtor will enter bankruptcy or financial
reorganisation
‑ Default or delinquency in payment
3.6b Trade and other payables
(a) Classification
Trade and other payables are classified as financial liabilities subsequently
measured at amortised cost.
(b) Recognition and measurement
They are recognised when the company becomes a party to the contractual
provisions, and are measured, at initial recognition, at fair value plus
transaction costs.
They are subsequently measured at amortised cost using the effective interest
method. The effective interest method is a method of calculating the amortised
cost of a financial liability and of allocating interest expense over the
relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash payments (including all fees and points paid
or received that form an integral part of the effective interest rate,
transaction costs and other premiums or discounts) through the expected life
of the financial liability, or (where appropriate) a shorter period, to the
amortised cost of a financial liability.
3.6c 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.
3.7 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.
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.
5. Accounting estimates and judgments
The company makes estimates and assumptions regarding the future. Estimates
and judgements are continually evaluated based on historical experience and
other factors, including expectations of future events that are believed to be
reasonable under the circumstances. In the future, actual results may differ
from these estimates and assumptions. There are no estimates and assumptions
that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial period.
6. Employees
The average monthly number of employees, including directors, during the year
was 6 (2024 - 3).
The aggregate payroll costs of these employees were £246,923 (2024 -
£90,801) as detailed in Notes 7 and 9.
Year ended 31 December 2025 Year ended 31 December 2024
£ £
229,128 95,000
Wages and salaries
Social security costs 16,144 (4,199)
Cost of defined contribution scheme 1,651 -
246,923 90.801
Expense by
nature
7.
Year ended 31 December 2025 Year ended 31 December 2024
£ £
Administration expenses
99,795 90,801
Directors' fees and related social security costs
410,454 154,832
Legal and professional fees
Wages and salaries 147,128 -
Short-term office space 21,115 -
Depreciation 407 -
15,162 3,022
Other administrative expenses
694,061 248,655
Auditor's remuneration
8.
The period covers from 1 January 2025 to 31 December 2025 and includes accrued
expenses relating to the audit and non-audit services for the year ended 31
December 2025.
During the year, the company obtained the following services from the
company's auditor:
Year ended 31 December 2025 Year ended 31 December 2024
£ £
Fees payable to the company's auditor in respect of:
Audit services 40,000 39,391
Non-audit service 30,000 -
70,000 39,391
Non-audit service relates to reporting accountant services in respect of the
Company's proposed transfer of its listing to AIM and the subsequent
acquisition. The services will be provided over the 2025 and 2026 financial
years. The total expected fees for the services is £245,000.
Detailed of the Company's policy on the use of auditors for non-audit services
and how the auditors' independence and objectivity was safeguarded are set out
in the Directors' Report above. No services were provided pursuant to
contingent fee arrangements.
Directors' remuneration
9.
Year ended 31 December 2025 Year ended 31 December 2024
£ £
Directors' remuneration
Xiaobing Wang 35,000 35,000
John Parker 35,000 35,000
Mark Tavener 27,500 25,000
2,295 (4,199)
Social security costs
99,795 90,801
No directors received retirement benefits accrued under pension schemes during
the year.
Except for the directors, there were two other key management personnel during
the year, the CIO (Chief Investment Officer) and the COO (Chief Operational
Officer).
10. Finance income
Year ended 31 December 2025 Year ended 31 December 2024
£ £
Other interest income - 89
11. Tax expense
A reconciliation of the tax charge appearing in the statement of comprehensive
income to the tax that would result from applying the standard rate of tax to
the results for the year is:
Year ended 31 December 2025 Year ended
31 December 2024
£ £
Loss before taxation (694,061) (248,566)
(173,515) (62,142)
Tax charge at the standard rate of corporation tax in the UK of 25% (2024 -
25%)
Disallowed expenses 50,862 1,908
Unrelieved tax losses carried forward 122,653 60,234
Total tax expense - -
Changes in tax rates and factors affecting the future tax
charges
At the year end, there were carried forward losses of £1,151,120 (2024 -
£660,510). The taxed value of the unrecognised deferred tax asset is
£287,780 (2024 - £165,127) 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.
Property and equipment
12.
Office equipment Total
£ £
Cost
At 1 January 2025 - -
Additions 4,472 4,472
At 31 December 2025 4,472 4,472
Depreciation
At 1 January 2025 - -
Charge for the year on owned assets 407 407
At 31 December 2025 407 407
Net Book Value
At 31 December 2024 - -
At 31 December 2025 4,065 4,065
Other receivables
13.
31 December 2025 31 December 2024
£ £
Current
12,552 9,708
Prepayments
Other debtors 43,773 2,375
Total other receivables
56,325 12,083
14. Trade and other payables
31 December 2025 31 December 2024
£ £
Other payables 1,027 594
PAYE - 914
Accruals 139,350 54,106
Total current trade and other payables 140,377 55,614
15. Earnings per share
31 December 2025 31 December 2024
£ £
Loss attributable to shareholders of Beacon Rise Holdings Plc (694,061) (248,566)
Weighted number of ordinary shares in issue 1,288,853 1,173,161
Basic & dilutive earnings per share from continuing operations
(0.54) (0.21)
The calculation of the basic and diluted earnings per share is calculated by
dividing the profit or loss for the year by the weighted average number of
ordinary shares in issue during the year.
There is no difference between the diluted loss per share and the basic loss
per share presented.
16. Share capital
Authorised
31 December 2025 31 December 2025 31 December 2024 31 December 2024
Number £ Number £
Share Capital
Ordinary shares of £1.00 each 1,180,333
1,411,482 1,411,482 1,180,333
1,411,482 1,411,482 1,180,333 1,180,333
Issued
31 December 2025 31 December 2025 31 December 2025 31 December 2024 31 December 2024 31 December 2024
Share capital Share premium Share capital Share premium
Number £ £ Number £ £
Ordinary shares of £1.00 each
Issue of ordinary shares on incorporation - note (a) 1 1 - 1 1 -
Issue of ordinary shares - note (b) 49,999 49,999 - 49,999 49,999 -
Issue of ordinary shares - note (c) 1,037,000 1,037,000 - 1,037,000 1,037,000 -
Issue of ordinary shares - note (d) 35,000 35,000 - 35,000 35,000 -
Issue of ordinary shares - note (e) 58,333 58,333 11,667 58,333 58,333 11,667
Issue of ordinary shares - note (f) 120,000 120,000 60,000 - - -
Issue of ordinary shares - note (g) 111,149 111,149 66,689 - - -
At 31 December 2024 11,667
1,411,482 1,411,482 138,356 1,180,333 1,180,333
(a) On incorporation on 14 September 2021, the company issued 1 ordinary
shares at their nominal value of £1.
(b) On 11 November 2021, the company issued 49,999 ordinary shares at their
nominal value of £1.
(c) On admission to the Standard List of the LSE on 25 March 2022, the
company issued 1,037,000 ordinary shares at their nominal value of £1.
(d) On 27 June 2022, the company issued 35,000 ordinary shares at their
nominal value of £1. The cash for this issue of the shares was paid in 2022.
(e) On 14 February 2024, the company issued 58,333 ordinary shares at
£1.20.
(f) On 24 April 2025, the company issued 120,000 ordinary shares at
£1.50.
(g) On 26 September 2025, the company issued 111,149 ordinary shares at
£1.60.
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
Reserves
17.
Retained earnings
Retained earnings include profit or losses incurred during the year and the
prior period.
Share premium
Share premium represents amounts received by the company for shares in excess
of the nominal value of the share.
Shares to be issued
Reserves relate to the 138,851 shares to be issued for the £222,162
investment funds received from the shareholder during the year for the
subscribed shares.
18. Related party transactions
During the year, £97,500 (2024 - £95,000) directors' remuneration was
incurred.
As at 31 December 2025, £Nil (31 December 2024 - £594) was owed to the
Executive Director, Mr Xiaobing Wang, included in Other payables - Note 14.
The balance was unsecured and interest free.
There were no other related party transactions.
19. Ultimate Controlling Party
The ultimate controlling party is Mr Xiaobing Wang.
20. Financial Instruments and Risk Management
Principal financial instruments
The principal financial instruments used by the company from which the
financial risk arises are as follows:
31 December 2025 31 December 2024
£ £
Financial Assets
Cash and cash equivalents 72,529 150,134
72,529 150,134
Financial Liabilities
Trade and other payables 140,377 54,700
140,377 54,700
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.
21. Contingent liability and commitments
The company has entered into agreements with financial advisors supporting the
company with its proposed move to AIM and the subsequent acquisitions. Some of
their agreements are on a contingent fee basis which will only be paid should
the proposed transactions be successful. The total expected value of the fees
on such basis is in the region of £265,000.
22. Post year end events
The company issued 138,851 £1 ordinary shares at £1.60 each on 19 January
2026.
On 12 March 2026, all of the company's £1 ordinary shares were sub-divided
into ordinary shares at £0.0001 each and deferred shares at £0.9999 each.
The company via an EGM of the shareholders approve the extensions of the
company's lifespan by another 12 months to 24 March 2027.
In March 2026, ordinary shares were subscribed for by investors raising gross
proceeds of approximately £250,000.
There are no other subsequent events impacting the accounts for year ending 31
December 2025.
Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement.
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