TIDMBRS
RNS Number : 6559K
Beacon Rise Holdings PLC
22 December 2022
Company Registered number: 13620150 (English and Wales)
BEACON RISE HOLDINGS PLC
UNAUDITED CODENSED INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD FROM 1 APRIL 2022 TO 30 SEPTEMBER 2022
Chairman's statement
I am pleased to present the unaudited condensed interim
financial results for the Company for the six months ended 30
September 2022.
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
2022
Financial key performance indicators:
6 months 17 days
ended ended
30 September 30 September
2022 2021
(Unaudited) (Unaudited)
GBP GBP
EBITDA (112,822) (48,531)
30 September 31 March
2022
2022 (Audited)
(Unaudited)
GBP GBP
Gross assets 659,699 832,822
Net assets 538,585 651,407
Gender analysis
A split of our employees and directors by gender during the
period is shown below:
Male Female
Directors 2 1
As the Company is only in its infancy, gender of the Board is
skewed towards males. This does not reflect the attitudes of the
Company in any way and the Directors will promote females in the
Board and in the workforce wherever possible.
All the Directors are from minority ethics background.
Developments in the six month period ended 30 September 2022
In the six months period ended 30 September 2022, the Company
has steadily promoted the Company's development by following
aspects:
1. Effective corporate governance systems implementation
The Board of Directors of the Company strictly implemented
various systems in accordance with the Company Law and relevant
governance and regulatory requirements of listed companies,
including but not limited to strict approval system, internal
control system, external announcement system, etc.
2. Active review on the Company's strategy and our mission.
We have actively learnt and collected cutting-edge information
on scientific and technological development, improved the global
vision of board members, and created a solid reserve of
professional knowledge in order to find suitable acquisition
targets that are conducive to creating value for all
shareholders.
3. Assurance on the healthy operation of the Company.
In the past six months, the Company has been in a healthy
operating condition, and has followed relevant ESG guidelines to
implement a green, environmental-friendly, and efficient operating
strategy to ensure that the Company's financial situation remains
healthy, the Company's Board of Directors and management remain
stable, and thus effectively ensuring the healthy development of
the Company.
4. Participation in relevant seminar and training organized by
the London Stock Exchange and third-party intermediaries.
We have systematically studied the relevant requirements of the
public announcement of listed companies and methods to promote the
Company's brand value in a quality manner.
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 2022, 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 22 December 2022.
Xiaobing Wang
Chairman
22 December 2022
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.
6 months 17 days
ended 30 ended 30
September September
2022 2021
Note (Unaudited) (Unaudited)
GBP GBP
Administrative expenses (112,822) (6,298)
Costs of equity transaction - (42,233)
Loss from operations (112,822) (48,531)
Loss before taxation (112,822) (48,531)
Taxation on loss of ordinary activities - -
Loss for the period from continuing operations (112,822) (48,531)
Other comprehensive income - -
Total comprehensive loss for the period attributable
to shareholders (112,822) (48,531)
Earnings per share (basic and dilutive) 6 (0.10) (48,531.00)
The statement of comprehensive income has been prepared on the basis
that all operations are continuing operations. The notes on page
9 - 13 form an integral part of the condensed interim financial statements.
30 September 31 March
2022 2022
(Unaudited) (Audited)
Note GBP GBP
Assets
Current assets
Other receivables 5,620 6,349
Cash and cash equivalents 654,079 826,473
Total current assets 659,699 832,822
Total assets 659,699 832,822
Liabilities
Current liabilities
Trade and other liabilities 121,114 181,415
Total current liabilities 121,114 181,415
Total liabilities 121,114 181,415
Net assets 538,585 651,407
Issued capital and reserves
Share capital 7 1,122,000 1,087,000
Shares to be issued - 35,000
Retained earnings (583,415) (470,593)
TOTAL EQUITY 538,585 651,407
Shares to Retained Total
Unaudited Share capital be issued earnings equity
GBP GBP GBP GBP
At incorporation
Comprehensive income for the period
Loss for the period - - (48,531) (48,531)
Total comprehensive loss for the
period - - (48,531) (48,531)
Contributions by and distributions
to owners
Issue of share capital 1 - - 1
Transactions with owners in own
capacity 1 - (48,531) -
Balance at 30 September 2021 1 - (48,531) (48,530)
Shares to Retained Total
Unaudited Share capital be issued earnings equity
GBP GBP GBP GBP
Balance at 1 April 2022 1,087,000 35.000 (470,593) 651,407
Loss for the period - - (112,822) (112,822)
Total comprehensive loss for the
period - - (112,822) (112,822)
Contributions by and distributions
to owners
Issue of share capital 35,000 (35,000) - -
Transactions with owners in own
capacity 35,000 (35,000) - -
Balance at 30 September 2022 1,122,000 - (583,415) 538,585
6 months 17 days
ended 30 ended 30
September September
2022 2021
(Unaudited) (Unaudited)
GBP GBP
Cash flows from operating activities
Loss for the period (112,822) (48,531)
Changes in working capital:
Decrease in trade and other receivables 729 -
(Decrease)/increase in trade and other payables (60,301) 48,531
Net cash used in operating activities (172,394) -
Net cash decrease in cash and cash equivalents (172,394) -
Cash and cash equivalents at the beginning of period 826,473 -
Cash and cash equivalents at the end of the period 654,079 -
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 will carry out further fundraising
when a suitable acquisition target is 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 that of a parent company and the
intended principal activity of the intended group is 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 2022, being six
months from the financial year end for the Company being 31 March
2022. 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
2022.
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 for the period ended 31 March
2022.
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 for the period ended 30
September 2022 has not been audited or reviewed in accordance with
the International Standard on Review Engagements 2410 issued by the
Auditing Practices Board. The figures were prepared using
applicable accounting policies and practices consistent with those
adopted in the statutory accounts for the year ended 31 March 2022.
The figures for the year ended 31 March 2022 have been extracted
from these accounts, which have been delivered to the Registrar of
Companies, and contained an unqualified audit report.
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 2022. This adoption did not have a material
effect on the accounting policies of the Company.
New standards, interpretations, and amendments not yet
effective
Standards Impact on initial application Effective
date
IAS 1 (Amendments) Classification of Liabilities as 1 January 2023
Current
IAS 1 (Amendments) Disclosure of Accounting policies 1 January 2023
IAS 8 (Amendments) Definition of Accounting Estimates 1 January 2023
IAS 12 (Amendments) Deferred Tax related to Assets and 1 January 2023
liabilities arising from a Single
Transaction
IFRS 17 (Amendments) Principles for the recognition, 1 January 2023
measurement, presentation and disclosure
of insurance contracts
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 17 days ended 30 September
2022 2021
(Unaudited) (Unaudited)
GBP GBP
Loss attributable to shareholders of
Beacon
Rise Holdings plc (112,822) (48,531)
Weighted number of ordinary shares in
issue 1,105,361 1
Basic & dilutive earnings per share from
continuing operations (0.10) (48,531)
7. Share capital
Authorised
30 September 30 September 31 March 31 March
2022 2022 2022 2022
(Unaudited) (Unaudited) (Audited) (Audited)
Number GBP Number GBP
Share Capital
Ordinary shares of GBP1.00 each 1,122,000 1,122,000 1,122,000 1,122,000
1,122,000 1,122,000 1,122,000 1,122,000
Issued and paid
30 September 30 September 31 March 31 March
------------------------------------------------------ ------------ ------------ ---------- ----------
2022 2022 2022 2022
(Unaudited) (Unaudited) (Audited) (Audited)
------------------------------------------------------ ------------ ------------ ---------- ----------
Number GBP Number GBP
------------------------------------------------------ ------------ ------------ ---------- ----------
Ordinary shares of GBP1.00 each
Issue of ordinary shares on incorporation - note (a) 1 1 1 1
------------------------------------------------------ ------------ ------------ ---------- ----------
Issue of ordinary shares - note (b) 49,999 49,999 49,999 49,999
------------------------------------------------------ ------------ ------------ ---------- ----------
Issue of ordinary shares - note (c) 1,037,000 1,037,000 1,037,000 1,037,000
------------------------------------------------------ ------------ ------------ ---------- ----------
Issue of ordinary shares - note (d) 35,000 35,000 - -
------------------------------------------------------ ------------ ------------ ---------- ----------
1,122,000 1,122,000 1,087,000 1,087,000
------------------------------------------------------ ------------ ------------ ---------- ----------
(a) On incorporation on 14 September 2021, the Company issued 1
ordinary share at their nominal value of GBP1.
(b) On 11 November 2021, the Company issued 49,999 ordinary
shares at their nominal value of GBP1.
(c) On admission to the Standard List of the LSE on 25 March
2022, the Company issued 1,037,000 ordinary shares at their nominal
value of GBP1.
(d) On 27 June 2022, the Company issued 35,000 ordinary shares
at their nominal value of GBP1.
8. Related party transactions
During the period, GBP47,500 (17 days ended 30 September 2021
(unaudited): GBP3,479) directors' remuneration was incurred;
GBP88,223 (17 days ended 30 September 2021 (unaudited): GBP3,479)
deferred directors' remuneration were owing as at 30 September
2022.
Additionally, as at 30 September 2022, GBP895 (as at 31 March
2022 (audited): GBP41,000) was owing to the Executive Director, Mr
Xiaobing Wang. The balance is unsecured and interest-free.
Other than these there were no other related party
transactions.
9. Ultimate Controlling Party
The ultimate controlling party is Xiaobing Wang.
10. Capital management
The Company considers its capital to be equal to the sum of its
total equity. The Company monitors its capital using a number of
key performance indicators including working capital ratios.
The Company's objectives when managing capital are to safeguard
the Company's ability to continue as a going concern, in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure. The
Company funds its capital requirements through the issue of new
shares to investors.
11. Events subsequent to period end
There were no material events subsequent to period end that
require disclosure.
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END
IR BDBDDBBDDGDD
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December 22, 2022 07:17 ET (12:17 GMT)
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