Beacon Rise : Annual Financial Report

Beacon Rise Holdings plc

Thursday 17 August 2023

Full Year Results for the period ended 31 March 2023

Beacon Rise Holdings plc (LSE: BRS) has today published its Annual Report and Financial Statements for the period ended 31 March 2023 (the "Annual Report").

In accordance with Listing Rule 9.6.1 copies of the Annual Report have been submitted to the UK Listing Authority and will shortly be available to view on the Company's website at https://www.beaconrise.uk/ and will be shortly available for inspection from the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

LEI: 2138007PIYMZMBWD4M27

Enquiries

For further information, please visit www.beaconrise.uk or contact Kemp House, 160 City Road, London, EC1V 2NX.

Company Registered number: 13620150 (English and Wales)

BEACON RISE HOLDINGS PLC

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

COMPANY INFORMATION

STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2023

Review of development and future prospects

The directors present their report and the financial statements for the year ended 31 March 2023.

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

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

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

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

Mergers and Acquisition

Based on our confidence in the future development of education technology companies, the company will maintain the original intention of the company and continue to look for suitable merger and acquisition targets in the education technology sector. The targets include but not limited to mature education AI, AR, VR, XR and education platforms, education software, education evaluation, education content, education institutions and other companies with clear development strategies, mature management systems and management teams.

Promoting the health growth of students is one of the important directions for the company. The company will pay more attention to whether the potential target company has a comprehensive philosophy of human development and an achievable happy model of human development, regardless of whether the potential target company is focused on technology, content or the educational activity itself.

Brand value of education companies is one new directions for finding merger and acquisition targets. Customers are increasingly concerned about the brand value of education companies, and are increasingly using brand as a basis for choosing education or education technology services. Therefore, the company will pay more attention to

the history of its establishment, brand reputation, brand value and brand connotation when looking for merger and acquisition targets.

Preference will be given to companies with dynamic and innovative R&D teams under the same conditions. Innovation in education technology companies and in the education sector is constantly changing, and research and development is one of the driving forces behind the growth of education companies. When looking for merger and acquisition targets, the company will attach great importance to their R&D systems, R&D results, R&D investment and the speed of R&D iteration.

Financial key performance indicators:

Gender analysis

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

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

All the Directors are from an ethnic minority background.

The company is committed to attract more talented people to join the Board of Directors and to strictly manage the company to continuously improve its strategic decision-making capability and management. The company will pay more attention to capital security and sustainable development level in the new financial year to provide protection in line with the implementation of the company's strategy.

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.

Health and Safety

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

Principal risks and uncertainties

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

Credit risk

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

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

Liquidity risk

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

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

Capital risk management

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

Price risk and business risk

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

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

Interest rate risk

Management considers the interest rate risk as low.

Foreign investment and exchange rate risks

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

Compliance with UK departments for education

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

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

GDPR

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

The operation in the education technology sector in the UK and/or EU, they are likely to collect, process and store large amounts of personal data. This will increase the company's potential exposure under laws and regulations applicable in the UK and EU designed to protect privacy and personal data. Such laws are becoming increasingly rigorous and could be interpreted and applied in ways that may have a material adverse effect on the business, financial condition, results of operations and prospects of the company. The GDPR and the UK GDPR will continue

to be interpreted by data protection regulators in the EEA and the United Kingdom. This may require the company to make changes to its business practices, which can be time-consuming and expensive, and can generate additional risks and liabilities.

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

IT risk

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

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

Conflicts of interest

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

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

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

Section 172 Statement

This section describes how the directors have had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006 in exercising their duty in good faith and fairly to promote the success of the company for the benefit of its stakeholders as a whole in their decision making. The Directors continue to have regard to the interests of the company's stakeholders, in the impact of its activities on the community, the environment and the company's reputation for good business conduct, when making decision. We consider the company's major stakeholders to be our customers, employees, suppliers, and shareholders.

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

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

Having regard to the interests of the company's employees

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

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

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

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

The company did not carry out any activities in the year ended 31 March 2023, 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.