Annual Report

Beacon Rise Holdings plc (LSE: BRS) has today published its Annual Report and Financial Statements for the period ended 31 December 2024 (the "Annual Report").

The directors present their report and the financial statements for the year ended 31 December 2024. The last financial statements were prepared for the 9 months ended 31 December 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 signing the financial statements, 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.

2024 marks a pivotal year for Beacon Rise as a Special Purpose Acquisition Company (SPAC) listed on the London Stock Exchange Main 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 obtained 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. Meanwhile we also enhanced the ability to navigate market uncertainties, establishing a solid foundation for long-term growth strategies.

In 2024 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 2024 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 2024 we held five 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. In 2024 we convened a special shareholders' meeting to approve the extension of the company's lifespan by 12 months, ensuring continuity in operational planning and general shareholders' meetings reviewed and approved multiple resolutions, including:

• Annual financial reports
• Board re-elections
• New share issuance authorization

On 21 March 2025 an EGM was held to approve the extension of the company's lifespan by another 12 months to 24 March 2026.

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 unnecessary.

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 2025 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 Issuance and Preferred Stock Financing

Depending on market conditions, the company may consider new share issuance or preferred stock financing to fund future acquisitions while optimising shareholder equity structures for sustainable financial health.

Attracting Long-term Strategic Investors

Beacon Rise plans to collaborate with institutional investors, private equity funds, and family offices to boostmarket 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 2025 is to enhance the exploration of mergers and acquisition opportunities with a keen focus on Generate Long-term Shareholder Returns.

In 2025 our core objective is to identify high-quality assets with long-term value creation potential and expand its global presence through strategic acquisitions. In 2025, the company will strictly adhere to the board's strategic direction and focus on the following key sectors:

Educational Technology (EdTech)

Investments will include online learning platforms, AI-driven personalised education systems, virtual reality (VR) and augmented reality (AR) education tools, and big data-driven learning analytics solutions.

Artificial Intelligence in Education (AI in Education)

With AI rapidly transforming the education industry, we will focus on intelligent tutoring assistants, automated course generation, and data-driven learning assessment systems.

• Moderately consider high-end technology or high-end services in other fields

The company will explore investments in:

Ø Advanced educational technology (EdTech) services for primary and secondary school students and adults, artificial intelligence (AI) -driven learning platforms or content platforms, or AI-driven educational evaluation systems, etc.

Ø Services in life and health sciences, precision medicine and health data analysis

Ø Moderately consider high-end technology or high-end services in other fields.

Life & Health Sciences

Targeted investments will include biopharmaceuticals, precision medicine, medical technology, and health data analytics, addressing the growing global demand for healthcare innovation and aging population solutions.

Other Projects Generating Long-term Shareholder Returns

We will continue exploring new growth sectors while prioritising investments aligned with ESG (Environmental, Social, and Governance) principles to ensure sustainable and long-term value creation.

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:

Gender analysis

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

Male Female

Directors 2 1

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 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

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 2025, 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 2025, the company will strengthen workplace management by:

• Optimising Employee Health Management: Providing enhanced employee wellness programs to ensure a healthy 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.

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 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 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 December 2024 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 December 2024. 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 2024, 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.

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 only employees in the company are the Directors, who are all considered to be key management personnel.

Xiaobing Wang, Age 46 ‑ Chief Executive Officer

Mr. Wang has over 22 years of experience in the education industry. Having started his career as a teacher, he is currently an executive director and chairman of the Board of Jiayi, a position he has held since 2011. He has served various positions within the Jiayi group over the years. Since 2016, Mr. Wang has actively led investments in the UK education sector, on behalf of Jiayi including its acquisition of a UK nursery group. He was appointed the vice president of the Committee of Tutorial Experts of the Chinese Association for Non‑Government Education in April 2018, and has acted as the president of the Association of Education and Tuition of Beijing Haidian District Zhongguancun Federation of Social Organisations since August 2015. Mr. Wang received an executive master of business administration degree from Nanjing University in March 2015. He is pursuing a doctoral degree of education industry management at China University of Mining and Technology.

Yunxia Wang, Age 42 ‑ Non‑Executive Director

• 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.

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.

This report was approved by the board on 29 April 2025 and signed on its behalf.

Xiaobing Wang

Director

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024. The last financial statements were prepared for the 9 months ended 31 December 2023.

Principal activity

The principal activity of the company is that of a holding company to acquire the companies in the primary and secondary segment of the education technology sectors.

Results and dividends

The loss for the twelve months ended 31 December 2024, after taxation, amounted to £248,566 (period ended 31 December 2023 for nine 9 months - £93,536), including costs of equity transaction of £Nil (period ended 31 December 2023 - £Nil).

The directors do not intend to declare a dividend in respect of the year under review (period ended 31 December 2023 - £Nil).

Directors

The directors who served during the year and subsequently were:

Xiaobing Wang

Yunxia Wang

John Parker

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 19.

Share Capital

Details of the company's share capital, together with details of the movements since incorporation, are shown in Note 15. 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 2024, the company had been informed of the following substantial interests over 3% of the issued Share capital of the company:

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 2024, 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 Standard Segment of the Official List, the company is not required to comply with the provisions of the UK Corporate Governance Code. However, considerations have been made by the Board on certain aspects of the UK Corporate Governance Code to ensure that appropriate standards of corporate governance are maintained as described below:

(a) the Board recognises the value of impartial oversight brought to the company by the inclusion of directors characterised as independent for the purposes of the UK Corporate Governance Code. The UK Corporate Governance Code recommends that boards are comprised of at least half independent non‑executive directors excluding the chairman. Whereas, in the view of the Board, each of the non‑executive directors presents attributes consistent with that of an independent director, the Board recognises that the additional time committed by Ms.Yunxia Wang to the finance function of the company as a non‑executive director is likely an impediment to her characterisation as independent. Consequently, for the period of time prior to an acquisition, the Board comprises one independent non‑executive director, Mr. John Parker. Following an acquisition, the Board will re‑evaluate the need for additional board balance between independent and non‑independent Directors; and

• once an acquisition is made, the Board will have nomination, remuneration and/or audit committees. The Board as a whole will instead review its size, structure and composition, the scale and structure of the Directors' fees (taking into account the interests of Shareholders and the performance of the company), take responsibility for the appointments on the company's financial performance. Following an acquisition, the Board intends to put in place nomination, remuneration and audit committees.

As at the date of these financial statements, the Board has a share dealing code that complies with the requirements of the Market Abuse Regulation. All persons discharging management responsibilities (comprising only the Directors at the date of these financial statements) shall comply with the share dealing code from the date of admission. The Board will also address issues relating to internal control and the approach to risk management.

Following an acquisition, the company may, in future, seek to voluntarily comply with the UK Corporate Governance Code, in addition to the establishment of committees referred to above. The company may also seek transfer from the Main market to either the AIM market or other appropriate listing venue after the acquisition, 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, no board meeting was 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 2025 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.

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 schedule of matters reserved for the approval of the Board;
• evaluation, approval procedures and risk assessment for acquisitions; and
• 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:

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 2024 was:

Ordinary Percentage of issued share capital 31 December 2024

Shares %

Xiaobing Wang 840,000 71.17%

Interests of Employee

The company had no 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 15. 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.

On 19 November 2021 Mr. Wang signed a letter of undertaking addressed to the company, and acknowledged by the companies associated with him, for and on behalf of himself and his associated companies, that any acquisition opportunities in the education technology sector in the UK or European Union originated by him will be offered to the company in the first instance for its right of first refusal. The letter is entered into by way of deed and is governed by English law.

Directors' responsibilities statement

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.

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

The financial statements are published on the company's website http://beaconrise.uk. The work carried out by the Auditor does not involve consideration of the maintenance and integrity of this website and accordingly, the Auditor accepts no responsibility for any changes that have occurred to the financial statements since they were initially presented on the website. Visitors to the website need to be aware that legislation in the United Kingdom covering the preparation and dissemination of the financial statements may differ from legislation in their jurisdiction.

Requirements of the Listing Rules

Listing Rules 9.8.4 requires the company to include certain information in a single identifiable section of the Annual Report or a cross reference table indicating where the information is set out. The Directors confirm that there are no disclosures required in relation to Listing Rule 9.8.4. Auditor Information

• 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 2024. The Board will seek to have adequate insurance in place when an acquisition target is presented.

Going concern

After making enquiries, the Directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Further details are given in Note 1.1 to the Financial Statements. For this reason, the Directors continue to adopt the going concern basis in preparing the financial statements.

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 29 April 2025 and signed on its behalf.

Xiaobing Wang

Director

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BEACON RISE HOLDINGS PLC

Opinion

We have audited the financial statements of Beacon Rise Holdings Plc (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards.

In our opinion, the financial statements:

• have been properly prepared in accordance with UK-adopted international accounting standards; and
• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

Conclusions relating to going concern

• Obtaining and reviewing the company's forecast financial information, which covers a period of at least 12 months from when the financial statements are authorised for issue;
• Assessing and challenging management judgements and estimates and key inputs and agreeing these to supporting documentation;
• Evaluating the mathematical accuracy of the forecast and comparing the forecast to the historic performance of the entity to assess management's forecasting accuracy;
• Performing sensitivity analysis on the cash forecast and assessing the impact of sensitivity scenarios on the cash position over the going concern period;
• Assessing whether the forecasts are in line with our understanding of the entity and management's strategic plans;
• Obtaining and reviewing the company's subsequent minutes, bank receipts and subscription letter of 120,000 ordinary shares issued for £180,000; and
• Reviewing the adequacy of management's disclosure in the financial statements.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for

issue.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements on our audit and on the financial statements. For the purposes of determining whether the financial statements are free from material misstatements, we define materiality as the magnitude of misstatements that makes it probable that the economic decisions of a reasonably knowledgeable person, relying on the financial statements, would be changed or influenced.

We determined the materiality for the financial statements to be £4,970 (9 month period ended 31 December 2023: £14,300), calculated at 2% of expenses (9 month period ended 31 December 2023: 3% of net assets). We considered expenses to be an appropriate benchmark as the company is not yet revenue generating. The company intends to acquire a company or business in the education technology sector. However, no acquisitions were made within the financial reporting period, and as such, there are relatively few transactions during the year as the company is a cash shell company. The majority of costs incurred relate to administrative expenses, thus we consider the expenses to be of most interest to the primary users of the financial statements, given the nature of the company's operations during the year.

Performance materiality was set at 80% (9 month period ended 31 December 2023: 70%) of overall materiality at £3,970 (9 month period ended 31 December 2023: £10,010) respectively, whilst the threshold for reporting unadjusted differences to those charged with governance was set at £240 (9 month period ended 31 December 2023: £715). We agreed with those charged with governance to report differences below these thresholds that, in our view, warranted reporting on qualitative grounds.

In determining performance materiality, we considered the:

• the number and quantum of identified misstatements in the prior year audit;
• management's attitude to correcting misstatements identified;
• our cumulative knowledge of the company and its environment;
• the consistency in the level of judgement required in key accounting estimates; and
• the stability in key management personnel.

Our approach to the audit

In designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial statements. In particular, we tailored the scope of our audit to ensure that we performed sufficient audit work to be able to give an opinion on the financial statement as a whole, taking into account the cash shell nature of the company. We looked at areas involving accounting estimates and judgement by the directors, being the going concern, and considered future events that are inherently uncertain such as the company's plan of acquisition. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by management that represented a risk of material misstatement due to fraud. Our audit was performed from our London office with regular contact with management and the directors throughout the audit. This, in conjunction with additional procedures performed, gave us appropriate evidence for our opinion on the company's financial statements.

Key audit matters

Completeness of expenses, accruals and accounts payables (notes 1.5b, 7 and 13)

Other information

The other information comprises the information included in the Annual Report and Financial Statements

(''Annual Report''), other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

• certain disclosures of directors' remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.

Responsibilities of directors

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations,

or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

• We obtained an understanding of the company and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, application of cumulative audit knowledge and experience of the sector.

o Companies Act 2006;

o UK-adopted international accounting standards;

o Tax and VAT Regulations;

o Rules published by the Financial Conduct Authority ('FCA') and contained in the Listing Rules sourcebook which is part of the FCA Handbook;

o LSE listing rules;

o Local authorities' environmental laws;

o Local health and safety/employment laws;

o Disclosure Guidance and Transparency Rules;

o Anti-Money Laundering legislation and Bribery Act.

o Holding discussions with management and considering any known or suspected instances of non-compliance with laws and regulations or fraud;

o Reviewing board meeting minutes;

o Reviewing Regulatory News Service (RNS) announcements; and

o Reviewing legal and regulatory correspondence, and related legal and professional fee incurred in the year.

• We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for management bias was identified in relation to going concern and we addressed this by challenging the assumptions and judgements made by management in their
• assessment of the going concern basis of accounting, and by ensuring that there were adequate disclosures included in the respective notes including the disclosures within critical accounting estimates.

Other matters which we are required to address

We were appointed by the board of directors of Beacon Rise Holdings on 6 May 2022 to audit the financial statements for the period ended 31 March 2022 and subsequent financial periods. Our total uninterrupted period of engagement is four years, covering the periods ending 31March 2022 to 31 December 2024. The Company changed its financial year end from 31 March to 31 December during the previous period.

Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

Hannes Verwey (Senior Statutory Auditor) 15 Westferry Circus

For and on behalf of PKF Littlejohn LLP Canary Wharf

Statutory Auditor London E14 4HD

20

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

The accompanying notes on pages 29 to 39 form part of these financial statements.

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

The accompanying notes on pages 29 to 39 form part of these financial statements.

The financial statements were approved and authorised for issue by the board of directors on and were signed on its behalf by:

Xiaobing Wang 29 April 2025

Director

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

The accompanying notes on pages 29 to 39 form part of these financial statements.

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

The accompanying notes on pages 29 to 39 form part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Accounting policies

1.1 Going concern

The financial statements have been prepared on a going concern basis, which assumes that the company will continue to meet its liabilities as they fall due.

The total comprehensive loss for the financial year were £248,566 (period ended 31 December 2023 - £93,536).

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 £150k 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. Furthermore, the company issued 120,000 ordinary shares at £1.50 each on 24 April 2025 for cash consideration.

It is on these considerations that the Directors have a reasonable expectation that the company has sufficient fund and adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

1.2 Foreign currency

In preparing the financial statements 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.

1.3 Taxation

Income tax expense represents the sum of the tax currently payable.

Current tax

The tax currently payable is based on taxable profit for the 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.

1.4 Cash and cash equivalents

Cash and cash equivalents are stated at carrying amount which is deemed to be fair value.

1.5 Financial instruments

Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual provisions of the instruments.

1.5a Other receivables

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.

• Recognition and measurement
• Impairment of Financial Assets

The company assesses at the end of each reporting period whether there is objective evidence that a financial asset, or a group of financial assets, is impaired. A financial asset, or a group of financial asset, is impaired, and impairment losses are incurred, only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a "loss event"), and that loss event (or events) has an impact on the estimated future cash flows of the financial asset, or group of financial assets, that can be reliably estimated.

Receivables that are known to be uncollectible are written off by reducing the carrying amount directly. The company considers that there is evidence of impairment if any of the following indicators are present:

‑ Significant financial difficulties of the debtor

‑ Probability that the debtor will enter bankruptcy or financial reorganisation

‑ Default or delinquency in payments

1.5b Trade and other payables

Classification

Trade and other payables are classified as financial liabilities subsequently measured at amortised cost.

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.

1.5c Derecognition of financial assets and liabilities

A financial asset or liability is generally derecognised when the contract that gives rise to it is settled, sold, cancelled or expires. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, such that the difference in the respective carrying amounts together with any costs or fees incurred are recognised in profit or loss.

1.6 Equity Instruments

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.

Equity instruments

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.

Reporting entity

Beacon Rise Holdings Plc (the 'company') is a public company incorporated in the United Kingdom. The company's registered office is at Kemp House, 160 City Road, London, England, EC1V 2NX. The principal activity of the company is to acquire businesses in the primary and secondary segment of the education technology sectors.

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.

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

3.3 Segmental analysis

The company manages its operations in one segment, being seeking a suitable investment in the primary and secondary segment of the education technology sectors. The results of this segment are regularly reviewed by the Board as a basis for the allocation of resources, in conjunction with individual investment appraisals, and to assess its performance.

• Functional and presentational currency
• Accounting estimates and judgments
• Employees

The average monthly number of employees, all being directors, during the year was 3 (period ended 31 December 2023 - 3).

The aggregate payroll costs of these employees were £90,801 (period ended 31 December 2023 - £75,381) as detailed in Note 9.

Operating Loss

Operating loss for the company is stated after charging:

The period covers from 1 January 2024 to 31 December 2024 and includes accrued expenses relating to the audit services for the year ended 31 December 2024. During the year, the company obtained the following services from the company's auditor:

No directors received retirement benefits accrued under pension schemes during the year. Except for the directors, there were no other key management personnel during the year.

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:

Changes in tax rates and factors affecting the future tax charges

At the year end, there were carried forward losses of £660,422 (period ended 31 December 2023 - £419,486). The taxed value of the unrecognised deferred tax asset is £165,106 (period ended 31 December 2023 - £104,872) 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.

There is no difference between the diluted loss per share and the basic loss per share presented.

• On incorporation on 14 September 2021, the company issued 1 ordinary shares at their nominal value of £1.
• On 11 November 2021, the company issued 49,999 ordinary shares at their nominal value of £1.
• 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.
• 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.
• On 14 February 2024, the company issued 58,333 ordinary shares at £1.20.
• Reserves

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.

Related party transactions

During the year, £95,000 (31 December 2023 - £72,115) directors' remuneration was incurred; no deferred remuneration was owing as at 31 December 2024 (31 December 2023 - £Nil) - Note 13.

As at 31 December 2024, £594 (31 December 2023 - £Nil) was owed to the Executive Director, Mr Xiaobing Wang, included in Other payables - Note 13. The balance was unsecured and interest free.

There were no other related party transactions.

Ultimate Controlling Party

The ultimate controlling party is Mr Xiaobing Wang.

Financial Instruments and Risk Management

Principal financial instruments

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

Financial Instruments and Risk Management (continued)

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.

Post year end events

The company issued 120,000 ordinary shares at £1.50 each on 24 April 2025. There are no other subsequent events impacting the accounts for year ending 31 December 2024.