REG - Beacon Rise Holdings - Half-year Report
20/12/2023 07:00
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RNS Number : 3796X Beacon Rise Holdings PLC 19 December 2023
Company Registered
number: 13620150 (English and Wales)
BEACON RISE HOLDINGS PLC
UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2023
Chairman's statement
I am pleased to present the unaudited condensed interim financial results for
the Company for the six months ended 30 September 2023.
The principal activity of the Company is to acquire businesses in the primary
and secondary segments of the education technology sectors.
To enable the Company to pursue its principal activities, the Company
initiated an Initial Public Offering ("IPO") of its securities onto the London
Stock Exchange through a Standard Listing to raise the necessary funds
required for the execution of the business strategy. The IPO was successfully
completed and the Company's shares were admitted for trading on 25 March 2022.
This listing enables the Company to raise funds for acquisitions which may be
in the form of a merger, capital stock exchange, asset acquisition, stock
purchase, scheme of the arrangement, reorganisation or similar business
combination of an interest in an operating entity or investment.
As at the reporting period end, the Company did not have any current
operations, no products were sold, and no services were performed by the
Company. It did not operate or compete in any specific market, and the Company
had no subsidiaries. The Company continues to seek acquisitions of UK and
overseas businesses or assets with operations in the sectors that can
contribute greater benefits to shareholders.
Strategy
The Company retains a flexible merge and acquisition strategy which will
enable it to deploy capital in target companies by way of minority or majority
investments, or full acquisitions where it is in the interests of shareholders
to do so.
The Company's strategic aim is to drive shareholder value through the
acquisition of target companies in certain sectors where the Board believes
there to be sustainable growth opportunities both organically, and through
acquisition.
Financial results in the six months period ended 30 September 2023
Financial key performance indicators:
6 months 6 months ended
ended 30 September
30 September 2022
2023 (Unaudited)
(Unaudited) £
£
EBITDA (19,714) (112,822)
30 September 31 March 2023
2023 (Audited)
(Unaudited)
£ £
Gross assets 446,234 570,450
Net assets 358,991 378,705
Gender analysis
A split of our employees and directors by gender during the period is shown
below:
Male
Female
Directors 2
1
As the Company is only in its infancy, gender of the Board is skewed towards
males. This does not reflect the attitudes of the Company in any way and the
Directors will promote females in the Board and in the workforce wherever
possible.
All the Directors are from minority ethics background.
Developments in the six-month period ended 30 September 2023
In the six months ended 30 September 2023, the Company has steadily advanced
its development in the following areas in 2023:
1. Effective Implementation of Corporate Governance Systems:
The Company's Board of Directors rigorously enforced various systems in
accordance with UK Company Law and relevant governance and regulatory
requirements for LSE Main Board-listed companies, including but not limited to
a strict approval system, internal control system and an external announcement
system. During this reporting period, the Company completed the high-quality
audit of the 2022 annual report, which was highly recognised by the Board of
Directors.
2. Active review on the Company's strategy and our mission:
We have actively gathered the latest information on cutting-edge scientific
and technological developments, enhanced the international vision of board
members, and built a strong pool of professional knowledge to identify
suitable acquisition targets conducive to creating value for all shareholders.
3. Ensuring sustainable Company Operation:
Over the past six months, the Company has adhered to relevant ESG guidelines
and maintained an efficient operating strategy and healthy operational
conditions. This ensures the Company's financial stability and the stability
of its Board of Directors and management, effectively promoting the Company's
sustainable development.
4. Active Participation in Relevant Seminars and Training:
We have actively participated in seminars and training organised by the London
Stock Exchange and third-party advisors. We systematically studied the
requirements for public announcements by listed companies, rules for annual
audit reports, as well as methods to enhance the Company's brand value with
quality.
As the global education sector integrates with technology driven by recent
breakthroughs in the field of generative AI like ChatGPT, the Company fully
acknowledges the importance and potential of combining education with
technology. We have actively sought acquisition targets that can create
long-term value for all shareholders. Following careful discussions by the
Company's board of directors, we have identified the following key areas and
directions for our future strategic developments:
1. Utilisation of Decision-making Power and Professional Experience of the Company's Board:
* Leveraging Extensive Professional Experience:
Capitalising on the many years of professional experience of the Company's
board, we are committed to identifying the best investment directions and
targets for the Company.
* M&A Strategy:
We have been continuously seeking merger and acquisition targets that align
with the Company's strengths, resources and strategies and the interests of
our shareholders.
2. The Pivotal Role of Full-time and Personalised Education and the
associated M&A Strategy:
* Value of Full-time Education:
Full-time education provides students with a complete learning cycle, laying
the foundation for reaching their full potential.
* Evolution of Personalised Education:
With advancements in technology, especially in the field of AI, personalised
education is increasingly becoming a reality. We aim to use this technology to
offer tailor-made learning experiences for each student.
* M&A Focus:
Given the latest developments in personalised education, we pay special
attention to leading institutions in full-time early childhood, preschool, and
primary and secondary education, as well as companies with innovations in
educational technology, contents, methods, and models.
3. Disruptive Innovations in Educational Content, Methods, and Technology:
* Innovations in Educational Technology:
We will explore ways to introduce cutting-edge technologies, such as
artificial intelligence, virtual reality and augmented reality, to enhance the
learning experience.
* Revolution in Educational Content:
We plan to collaborate with educational content providers to introduce richer,
more practical, and up-to-date learning resources.
* M&A Focus:
We specifically target companies that have disruptive innovations in
educational technology, content, and methods, considering them as our key
acquisition targets.
4. Green Operating Philosophy:
* Green Operation:
We emphasise efficient resource utilisation and environmental protection and
are committed to minimising our environmental impact.
Overall, fields like educational technology, content, methods, full-time
education, and personalised learning offer the Company abundant development
opportunities. Meanwhile, by upholding our healthy, professional and efficient
operating philosophy we can ensure the Company can acquire the most valuable
assets and target companies, thereby contributing to the prosperity and
progress of the global education industry.
Risks and uncertainties
The Company has yet to complete an investment or acquisition, it has limited
trading history. As such, the Company continued to be subject to the risks and
uncertainties associated with an early-stage acquisition company.
The Directors are of the opinion that these risks, which were detailed in the
published results for the financial period ended 31 March 2023, remain
applicable to the Company.
Dividend
At this point of the Company's development, it does not anticipate declaring
any dividends in the foreseeable future. Following the Company's inaugural
investment or acquisition, the Directors will determine an appropriate
dividend policy.
Looking forward, the Company will strictly enforce corporate governance and
further strengthen the leadership of the Board of Directors over the Company.
We have been actively looking for acquisition targets that can create
long-term value for all shareholders and meanwhile we continue to be confident
in our potential acquisition opportunities even if the volatility in capital
markets continues to cause challenges across the markets.
I would like to take this opportunity to thank the shareholders for their
continued support as we build Beacon Rise into a significant organisation.
The Interim Report and directors' responsibility statement were approved by
the Board of Directors on 14 December 2023.
Xiaobing Wang
Chairman
14 December 2023
Directors' responsibilities statement
The Directors confirm, to the best of their knowledge, that these unaudited
condensed interim financial statements:
· have been prepared in accordance with International Accounting Standard
34, 'Interim Financial Reporting';
· gives a true and fair view of the assets, liabilities, financial
position and profit/loss of the Company;
· includes a fair review of the information required by DTR 4.2.7R
of the Disclosure and Transparency Rules, being an indication of important
events that have occurred during the first six months of the financial year
and their impact on the set of interim financial statements, and a description
of the principal risks and uncertainties for the remaining six months of the
year; and
· includes a fair review of the information required by DTR 4.2.8R
of the Disclosure and Transparency Rules, being the information required on
related party transactions.
BEACON RISE HOLDINGS PLC
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2023
6 months ended 30 September 2023 6 months ended 30 September 2022
Note (Unaudited) (Unaudited)
£ £
(19,714) (112,822)
Administrative expenses
Loss from operations (19,714) (112,822)
Loss before taxation (19,714) (112,822)
Taxation on loss of ordinary activities - -
Loss for the period from continuing operations (19,714) (112,822)
Other comprehensive income - -
Total comprehensive loss for the period attributable to shareholders
(19,714) (112,822)
Earnings per share (basic and dilutive) 6 (0.02) (0.10)
The statement of comprehensive income has been prepared on the basis that all
operations are continuing operations. The notes on page 10 - 14 form an
integral part of the condensed interim financial statements.
CONDENSED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023
30 September 2023 31 March 2023
(Unaudited) (Audited)
Note £ £
Assets
Current assets
117,334 15,325
Other receivables
328,900 555,125
Cash and cash equivalents
Total current assets
446,234 570,450
Total assets 446,234 570,450
Liabilities
Current liabilities
87,243 191,745
Trade and other liabilities
Total current liabilities
87,243 191,745
Total liabilities 87,243 191,745
Net assets 358,991 378,705
Issued capital and reserves
7 1,122,000 1,122,000
Share capital
(763,009) (743,295)
Retained earnings
358,991 £378,705
Total equity
BEACON RISE HOLDINGS PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2023
Unaudited Share capital Shares to be issued Retained earnings Total
equity
£ £ £ £
Balance at 1 April 2022 1,087,000 35,000 (470,593) 651,407
- - (112,822) (112,822)
Loss for the period
- - (112,822) (112,822)
Total comprehensive loss for the period
Contributions by and distributions to owners
35,000 (35,000) - -
Issue of share capital
35,000 (35,000) - -
Transactions with owners in own capacity
Balance at 30 September 2022 1,122,000 - 538,585
(583,415)
Unaudited Share capital Shares to be issued Retained earnings Total
equity
£ £ £ £
Balance at 1 April 2023 1,122,000 - (743,295) 378,705
- - (19,714) (19,714)
Loss for the period
- - (19,714) (19,714)
Total comprehensive loss for the period
Contributions by and distributions to owners
- - - -
Issue of share capital
- - - -
Transactions with owners in own capacity
Balance at 30 September 2023 1,122,000 - (763,009) 358,991
BEACON RISE HOLDINGS PLC
STATEMENT OF CASH FLOWS
FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2023
6 months ended 30 September 6 months ended 30 September
2023 2022
(Unaudited) (Unaudited)
£ £
Cash flows from operating activities
(19,714) (112,822)
Loss for the period
Changes in working capital:
(102,009) 729
(Increase)/decrease in trade and other receivables
(104,502) (60,301)
Decrease in trade and other payables
Net cash used in operating activities (226,225) (172,394)
(226,225) (172,394)
Net cash decrease in cash and cash equivalents
555,125 -
Cash and cash equivalents at the beginning of period
Share issue - 826,473
Cash and cash equivalents at the end of the period 654,079
328,900
BEACON RISE HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2023
1. Accounting policies
Going concern
The Company's condensed interim financial statements have been prepared on a
going concern basis, which assumes that the Company will continue to meet its
liabilities as they fall due.
The Directors review the Company's financial forecast against the quarterly
management accounts to assess the Company's working capital requirement. The
Company has sufficient cash at bank of £328,900 to meet its forecasted
liabilities based on committed cash out flows and the Company will carry out
further fundraising when suitable acquisition targets are found.
It is on these considerations that the Directors have a reasonable expectation
that the Company has sufficient funds and adequate resources to continue in
operational existence for the foreseeable future. Accordingly, they continue
to adopt the going concern basis in preparing the financial statements.
2. Reporting entity
Beacon Rise Holdings Plc (the 'Company') is a limited company incorporated in
the United Kingdom. The Company's registered office is at Kemp House, 160 City
Road, London, England, EC1V 2NX. The Company's principal activity is being an
investment vehicle and its principal activity is to seek acquisition in the
primary and secondary segments of the education technology sectors.
3. Basis of preparation
These condensed interim financial statements have been prepared in accordance
with International Accounting Standard ('IAS') 34 - Interim Financial
Reporting. The condensed interim financial statements are for the six months
to 30 September 2023, being six months from the financial year end for the
Company being 31 March 2023. The interim financial statements do not include
all of the information or disclosures required in the annual financial
statements and should be read in conjunction with the Company's audited
financial statements for the period ended 31 March 2023.
The condensed interim financial statements have not been audited but the
Company has engaged the Company's auditors to perform a limited scope review
in accordance with the International Standard on Review Engagements 2410
issued by the Auditing Practices Board. The condensed interim financial
statements do not constitute statutory accounts within the meaning of section
434 of the Companies Act 2006. The figures have been prepared using applicable
accounting policies and practices consistent with those adopted in the audited
financial statements which have been delivered to the Registrar of Companies,
and contained an unqualified audit report. for the period ended 31 March 2023
In preparing these financial statements, management has made judgments,
estimates and assumptions that affect the application of the Company's
accounting policies and the reported amounts of assets, liabilities, income
and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to estimates are recognised prospectively.
The areas where judgments and estimates have been made in preparing the
financial statements and their effects are disclosed in note 5.
The interim financial information contained in this document does not
constitute statutory accounts. In the opinion of the Directors, the financial
information for this period fairly presents the financial position, result of
operations and cash flows for this period.
3.1 Basis of measurement
The financial statements have been prepared on the historical cost basis.
3.2 Changes in accounting policies
New standards, interpretations, and amendments adopted by the Company
During the current period the Company adopted all the new and revised
standards, interpretations, and amendments that are relevant to its operations
and are effective for accounting periods beginning on 1 April 2023. This
adoption did not have a material effect on the accounting policies of the
Company.
New standards, interpretations, and amendments not yet effective
Standards Impact on initial application Effective date
IAS 1 (Amendments) Classification of Liabilities as Current or Non-Current 1 January 2024
IAS 7 (Amendments) Disclosure of Supplier Finance Arrangements 1 January 2024
IFRS S1 (New Standard) General Requirements for Disclosure of Sustainability-related Financial 1 January 2024
Information
IFRS S2 (New Standard) Climate-related Disclosures 1 January 2024
IFRS 7 (Amendments) The changes in Interest Rate Benchmark Reform 1 January 2024
IFRS 16 (Amendments) Measurement of Lease Liability in a Sale and Leaseback 1 January 2024
IAS 21 (Amendments) Lack of Exchangeability 1 January 2025
The Directors are evaluating the impact that these standards may have on the
financial statements of the Company. The effect of these new and amended
Standards and Interpretations which are in issue but not yet mandatorily
effective is not expected to be material.
3.3 Segmental analysis
The Company manages its operations in one segment, seeking a suitable
investment in the primary and secondary segments of the education technology
sectors. The results of this segment are regularly reviewed by the Board as a
basis for the allocation of resources, in conjunction with individual
investment appraisals, and to assess its performance.
4. Functional and presentational currency
These financial statements are presented in pound sterling, which is the
Company's functional currency. All amounts have been rounded to the nearest
pound unless otherwise indicated.
5. Accounting estimates and judgments
The Company makes estimates and assumptions regarding the future. Estimates
and judgements are continually evaluated based on historical experience and
other factors, including expectations of future events that are believed to be
reasonable under the circumstances. In the future, actual results may differ
from these estimates and assumptions. There are no estimates and assumptions
that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial period.
6. Earnings per share
6 months ended 30 September 6 months ended 30 September
2023 2022
(Unaudited) (Unaudited)
£ £
(19,714) (112,822)
Loss attributable to shareholders of Beacon Rise Holdings Plc
1,122,000 1,105,361
Weighted number of ordinary shares in issue
Basic & dilutive earnings per share from continuing operations (0.02) (0.10)
7. Share capital
Authorised
30 September 30 September 31 March 31 March
2023 2023 2023 2023
(Unaudited) (Unaudited) (Audited) (Audited)
Number £ Number £
Share Capital
Ordinary shares of £1.00 each 1,122,000 1,122,000 1,122,000 1,122,000
1,122,000 1,122,000 1,122,000 1,122,000
Issued and paid
30 September 30 September 31 March 31 March
2023 2023 2023 2023
(Unaudited) (Unaudited) (Audited) (Audited)
Number £ Number £
Ordinary shares of £1.00 each 1 1 1 1
Issue of ordinary shares on incorporation - note (a)
Issue of ordinary shares - note (b) 49,999 49,999 49,999 49,999
Issue of ordinary shares - note (c) 1,037,000 1,037,000 1,037,000 1,037,000
Issue of ordinary shares - note (d) 35,000 35,000 35,000 35,000
1,122,000 1,122,000
1,122,000
1,122,000
(a) On incorporation on 14 September 2021, the Company issued 1 ordinary
share at their nominal value of £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.
8. Related party transactions
During the period, £48,365 (6 months ended 30 September 2022 (unaudited):
£47,500) directors' remuneration was incurred. £42,802 (31 March 2023
(audited): £135,723 deferred directors' remuneration) directors' remuneration
were owing as at 30 September 2023.
Additionally, as at 30 September 2023, £811 (31 March 2023 (audited): £33)
was owing to the Executive Director, Mr Xiaobing Wang. The balance is
unsecured and interest-free.
Other than these there were no other related party transactions.
9. Ultimate Controlling Party
The ultimate controlling party is Xiaobing Wang.
10. Capital management
The Company considers its capital to be equal to the sum of its total equity.
The Company monitors its capital using a number of key performance indicators
including working capital ratios.
The Company's objectives when managing capital are to safeguard the Company's
ability to continue as a going concern, in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure. The Company funds its capital requirements through the
issue of new shares to investors.
11. Events subsequent to period end
There were no material events subsequent to period end that require
disclosure.
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