Beacon Rise Holdings plc

2 April 2026

Full Year Results for the period ended 31 December 2025

Beacon Rise Holdings plc (LSE: BRS) has today published its Annual Report and Financial Statements for the period ended 31 December 2025 (the "Annual Report").

Access to the Annual Report

The Annual Report will shortly be available to view on the Company's website at https://www.beaconrise.uk/ and for download from the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Enquiries:

Xiaobing Wang, Director

Beacon Rise Holdings Plc

Email: info@beaconrise.uk

LDC Nominee Secretary Limited, Company Secretary

Email: beaconrisecss@lawdeb.com

Legal Entity Identifier (LEI): 2138007PIYMZMBWD4M27

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Review of development and future prospects

The directors present their report and the financial statements for the year ended 31 December 2025.

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

The principal activity of the Company is to acquire businesses in the primary and secondary segments of the education technology sectors with further interest in high end service sectors such as the healthcare service sector.

Review of 2025

During the financial year ended 31 December 2025, the Board focused on advancing the Company's transition from the Equity Shares (shell companies) listing category, as a special purpose acquisition company (SPAC), to an acquisition-led operating business. The Board's work centred on strengthening governance, enhancing management capability, developing organisational capacity, progressing acquisition opportunities and reinforcing the Company's overall control framework.

Firstly, the Company continued to enhance its corporate governance structure. The Board reviewed and refined governance arrangements, including constitutional documents and internal procedures, to ensure that decision-making processes, shareholder rights and Board authority were appropriately structured to support future transactions and business expansion, aligning it with the Company's strategy. The Board maintained a high standard of regulatory compliance and transparency in disclosure. During the reporting period, the Company further strengthened its Board leadership structure by appointing independent director Mr John Parker as Chairman of the Board, thereby enhancing the independence, oversight and discipline of Board operations.

Secondly, the Board further strengthened its composition and management team. The Company appointed core management personnel, including a Chief Financial Officer to the Board and a Chief Operating Officer and Chief Investment Officer to the Company's management team. This is expected to enhance its capabilities in financial management, capital markets, operational execution, investment management and risk oversight. These developments have established a strong foundation for the Company's transition to an operating platform.

The Company has also made efforts to further strengthen its organisational and human resource capabilities. The Company has established a business relationship with a professional third-party human resources service provider and will continue to enhance its human resource management capabilities under professional guidance. In addition, the Company has also established a working relationship with a law firm, which continues to provide professional advice and support on human resource-related legal matters. While maintaining a prudent cost structure, the Company has introduced professional resources to support due diligence, project evaluation and operational readiness. External advisers have also supplemented the Company's internal capabilities across legal, financial and transaction execution functions.

Substantive progress has been made with regard to its acquisition strategy. The Board further refined the strategic focus of the business towards healthcare services and related training sectors. The Company evaluated a number of potential targets and advanced preliminary transaction discussions. Supported by a structured programme of due diligence and transaction preparation, the Company progressed from opportunity identification into the pre-execution phase of potential transactions. It is intended that the current proposed acquisitions will provide the Company with the critical mass required to progress its overarching strategy of seeking to is to acquire businesses in the primary and secondary segments of the education technology sectors, with further interest in high end service sectors such as the healthcare service sector.

The Board continued to enhance governance capability and organisational readiness. Under the direction of the Board, the Company is further refining and strengthening its risk management and internal control framework and continues to advance the process of formalised governance and operational standardisation. The Company has improved its risk management, internal control and decision-making mechanisms, strengthened the effectiveness of Board governance, and established a solid organisational foundation for its transition into substantive operations.

Overall, 2025 represented a pivotal year in the Company's transformation. During the year, the Company established strong foundations in governance, management capability, strategic positioning and acquisition readiness.

Strategic Plan for 2026

Building on the foundations established in 2025, the Board believes that the Company is entering a critical phase of execution. The core objective for 2026 is to complete what the directors believe to be value-accretive acquisitions and to transition the Company into a sustainable operating business.

The Board intends to prioritise acquisition opportunities aligned with the Company's strategy, particularly within the education technology sectors with a focus in high end service sectors such as the healthcare service sector. Rigorous financial, legal and commercial due diligence will remain central to all transactions, ensuring a disciplined and risk-aware approach to capital deployment.

The Company will continue to strengthen its professional capabilities through a combination of internal resources and external advisers, in order to support both transaction execution and post-acquisition integration.

The Board recognises that, as the Company progresses into the execution phase, operating costs have increased compared with the previous year, primarily driven by professional advisory fees, team expansion and project-related expenditure. While this represents a necessary stage in the Company's development, it also places increased demands on capital management, financial planning and funding capability.

Accordingly, the Company will continue to manage its financial resources prudently and may seek additional funding where appropriate. Any financing strategy will be carefully evaluated in light of market conditions, shareholder interests and the cost of capital.

The Board will continue to strengthen risk management and internal controls, with particular focus on transaction risk, integration risk, liquidity risk and regulatory compliance. The Company will maintain a prudent and disciplined approach to ensure that all workstreams progress in a controlled and sustainable manner.

In parallel, the Company plans to establish key Board committees, including an Audit Committee and a Remuneration and Performance Committee, in advance of its anticipated progression towards the AIM market. These structures are intended to enhance the professionalism of Board operations, strengthen oversight and provide an appropriate governance framework to support the Company's next stage of development.

In addition, to support future post-acquisition integration and as part of its overarching strategy, the Company intends to further develop its technology capabilities, including exploring and, where appropriate, implementing digital platforms and systems to enhance patient services, public education, scientific outreach and operational efficiency. The Board believes that such initiatives will support standardisation, improve service quality and strengthen integration capability across the enlarged Group following completion of the proposed acquisitions.

Overall, 2026 is expected to be a critical year in the Company's development. While the opportunities arising from the Company's transformation are significant, the Board remains fully mindful of execution risk and external uncertainty. The Company will continue to progress in a prudent, balanced and controlled manner, maintaining an appropriate balance between growth ambition and operational discipline in order to achieve sustainable long-term value creation.

2026 marks a pivotal year for Beacon Rise as it intends to list on the AIM market as an operating company. The Company has signed Head of Terms agreements with three Target businesses in the physiotherapy, chiropractor and healthcare education sectors. The intention is to finalise the acquisition of these businesses in conjunction with admission to the AIM market.

This report outlines the key initiatives and achievements in governance optimisation, capital structure enhancement, and decision-making efficiency, laying a solid foundation for sustainable development and shareholder value creation.

Optimisation of Capital Structure and Financial Management

We strengthened the capital base, successfully obtaining shareholder approval for new share issuance, providing financial support for the Company's sustainable development, strengthening financial reserves, and optimising the balance sheet to support future business expansion.

In 2025 we kept continuously transparent capital operations, strictly compliance with regulatory requirements to ensure transparency and regulatory compliance in all capital operations. At the same time, we strengthened internal audit and financial management, ensuring that the utilisation of funds aligns with shareholder interests and the company's strategic objectives, further enhancing investor confidence in corporate governance.

Improvement of Governance Structure and Compliance Management

We are always committed to enhance Professional Governance Standards. In 2025 we collaborated with professional advisory institutions to optimise the Board structure and governance mechanisms, ensuring compliance with high regulatory standards while improving strategic planning and execution efficiency. We also conducted comprehensive reviews and updates of statutory documents to ensure accurate and legally compliant submissions to regulatory authorities.

We kept increasing transparency and efficiency by optimising decision-making processes and adopting best governance practices, the company has made its management structure more transparent and operational efficiency more robust, laying a solid foundation for long-term governance.

Enhancing Board Operations and Management Efficiency

In 2025 we held fourteen board meetings throughout the year, focusing on capital operations, financial management, and strategic planning, ensuring that major issues were effectively addressed, achieving a balance between strategic foresight and operational agility, enabling the company to swiftly adapt to market changes while remaining committed to long-term objectives.

We signed new service agreements with board members to ensure the stability of the management structure, maintain continuity in strategic implementation, and enhance investor confidence, which ensured Board Stability.

Shareholder Participation and Rights Protection

We ensure the Company's commitment to standardised governance. On 12 March 2026 a general meeting was held to approve the extensions of the company's lifespan by another 12 months to 24 March 2027, as well as:

·        The Share Capital Re-organisation proposed to the shareholders

·        Adoption of new articles

·        Authorisation to issue and allot New shares

Corporate Social Responsibility (CSR)

·       Business Integrity and Information Transparency

Our operation with an honest, ethical, and open approach respected human rights while safeguarding the interests of shareholders and employees. We provided regular, reliable business updates to shareholders and adhere to the highest standards of corporate conduct.

·       Greenhouse Gas (GHG) Emissions

The company recognised the need to manage its environmental impact and will measure its direct carbon footprint in the future. Due to limited operational activities throughout the year, total energy consumption remained below 40,000 kWh, making separate disclosures on energy consumption and efficiency not required.

·       Health and Safety

The company was committed to create a safe and healthy working environment that fosters trust and respect, encouraging employees to take responsibility and build a diverse and dynamic workforce to ensure that team members possess experience and knowledge relevant to business operations and market dynamics.

In 2026 we will keep optimising capital operations, enhancing financial stability and growth potential. Beacon Rise has set the core objectives for 2025 as follows:

Capital and Market Competitiveness

In 2025 Beacon Rise will continue to optimise capital operations, ensuring a stable financial structure while securing sufficient funds for future acquisitions and strategic investments. Specific measures include:

•     Optimising the Capital Structure

The company will enhance funding efficiency through equity financing, debt management, and capital market instruments, ensuring financial flexibility and stability in various market conditions.

•     New Share Issuances

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

•     Attracting Long-term Strategic Investors

Beacon Rise seeks to collaborate with institutional investors and family offices to boost market confidence and stabilise stock performance. By optimising shareholder composition, the company will ensure long-term capital support for its future growth strategy.

•     Enhancing Financial Management and Transparency

All financial operations will strictly comply with the London Stock Exchange and UK Financial Conduct Authority (FCA) regulations, ensuring that capital decisions align with shareholder interests and strengthen investor confidence in the company's governance.

Mergers and Acquisition

Under the leadership of the Board, the strategy for 2026 is to enhance the exploration of mergers and acquisition opportunities with a keen focus on generating long-term shareholder returns.

In 2026, our core objective is to identify high-quality assets with long-term value creation potential and expand its global presence through strategic acquisitions. In 2026, the company will strictly adhere to the board's strategic direction and focus on the following key sectors:

•     Health care businesses (Physiotherapy and Chiropractor)

Investments will include acquiring physiotherapy businesses and chiropractor businesses and building a group of such health care businesses. It is intended to include an education business in the healthcare field to act as the critical mass for the Company to explore its opportunities within the education technology space.

To enhance acquisition efficiency, the company will:

·     Establish a dedicated due diligence team to ensure all transactions align with financial, strategic, and regulatory requirements.

·      Optimise post-acquisition integration processes, ensuring seamless governance, financial management, and operational synergy between Beacon Rise and its acquisitions, thereby improving asset utilisation efficiency.

·      Set up an industry expert advisory committee, providing specialised insights across different sectors to enhance the quality and long-term return potential of acquisition decisions.

We fully recognise the complexities of the current economic environment, so the Board will adopt a dual-attention approach in asset acquisition. This approach not only aligns with the Company's scale but also prioritises the stability and the sustainability of the target's business. Target acquisitions will be measured by three aspects including the stability of their business models, the potentiality on sustainable market growth and the strength of their management teams. We will apply an in-depth market analysis and focus on the future education industry trends in order to secure our investments with a long-term value added.

Investment in human resource is a critical component of our strategy for long term. We plan to implement sustainable and comprehensive programs for talents consisting of the approaches of acquisition, development and retention. Leadership development and succession planning will be crucial for ensuring a strong and visionary leadership team in place to lead the company towards new successes in future.

Gender analysis

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

                                                 Male                      Female
Directors                                           2                           1

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

The Company is committed to attract more talented people to join the Board of Directors and to strictly manage the Company to continuously improve its strategic decision-making capability and management. The Board will pay more attention to the monitoring of the Company's cashflow in order to ensure sufficient capital for the implementation of the Company's strategies.

Corporate social responsibility

We aim to conduct our business with honesty, integrity and openness, respecting human rights and the interests of our shareholders and employees. We aim to provide timely, regular and reliable information on the business to all our shareholders and conduct our operations to the highest standards.

Greenhouse Gas (GHG) Emissions

The Company is aware that it needs to measure its operational carbon footprint in order to limit and control its environmental impact. However, the nature and the very limited level of operations during the year has made it impractical to measure its carbon footprint. In the future, the company will only measure the impact of its direct activities, as the full impact of the entire supply chain of its suppliers cannot be measured practically.

The Company has not made separate disclosures relating to energy consumption & efficiency as the entity consumed less than 40,000 kWh of energy during the year.

In line with its broader strategic vision, Beacon Rise will integrate a strong emphasis on sustainability in its acquisition strategy. The company will actively seek targets that exhibit unique strengths in green development. This approach will ensure that acquisitions not only meet financial objectives but also align with Beacon Rise's environmental and social responsibility goals. In 2026, the company plans to:

• Strengthen Greenhouse Gas (GHG) Emissions Management, optimise energy consumption, and ensure corporate operations align with global carbon neutrality goals.
• Prioritise the Acquisition of Green Technology and Environmental Solutions Companies, embedding sustainability into the company's long-term strategic framework.
• Publish an Annual ESG Report, ensuring shareholders, investors, and regulators have transparent access to the company's sustainability progress.

Health and Safety

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

In 2026, the Company will strengthen workplace management by:

• Optimising Employee Health Management: Providing enhanced employee wellness programs to ensure a health and productive workforce.
• Strengthening Governance Training: Ensuring board members and management teams receive up-to-date compliance knowledge and leadership training to improve decision-making.
• Enhancing Mental Health Support: Providing professional counselling services, improving corporate culture, and increasing overall workplace efficiency and employee satisfaction.

Principal risks and uncertainties

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

Credit risk

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

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

Liquidity risk

Liquidity risk arises from the company's management of working capital. It is the risk that the company will encounter difficulty in meeting its financial obligations as they fall due. Controls over expenditure are carefully managed, in order to maintain its cash reserves. The Company also prepares annual cash flow forecast and the Executive Director reviews it quarterly. The Company had net liabilities of £7,458 at 31 December 2025.

Capital risk management

The Company's objectives when managing capital are to safeguard the company's ability to continue as a going concern, in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure. The company continues to raise new capital from equity investors ahead of the proposed admission to the AIM market to ensure the admission process is successfully completed.

Price risk and business risk

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

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

Interest rate risk

Management considers the interest rate risk as low.

Foreign investment and exchange rate risks

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

GDPR

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

The operation in the healthcare sector in the UK and/or EU, they are likely to collect, process and store large amounts of personal data. This will increase the company's potential exposure under laws and regulations applicable in the UK and EU designed to protect privacy and personal data. Such laws are becoming increasingly rigorous and could be interpreted and applied in ways that may have a material adverse effect on the business, financial condition, results of operations and prospects of the company. The GDPR and the UK GDPR will continue to be interpreted by data protection regulators in the EEA and the United Kingdom. This may require the company to make changes to its business practices, which can be time‑consuming and expensive, and can generate additional risks and liabilities.

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

IT risk

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

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

Conflicts of interest

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

The board reviewed the effectiveness of the company's risk management and the internal controls on the financial reporting procedures, and re‑assessed the probability of risk arising for the financial year ended 31 December 2024; the board concluded that the current risk management procedures and the internal control systems were sufficient for the current operation. The board will re-assess the risk management and the internal control system when there is change to the operation.

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

Section 172 Statement
 

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

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

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

Having regard to the interests of the company's employees

The company had 3 employees other than its directors in the year ended 31 December 2025 and no employees other than its directors the prior year.

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

The company did not undertake any activities in the year ended 31 December 2025. Until the company begins its acquisition, the only business relationships it has are with its shareholders and suppliers who provide professional services. The operational requirements of suppliers and customers will be respected when they arise.

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

The company did not carry out any activities in the year ended 31 December 2025, so it was very much a light touch operation in respect of the community and the environment in the year. However, we will support the appropriate community involvement and will respect applicable environmental regulations in future.

Having regard to the desirability of the company maintaining a reputation for high standards of business conduct

The Board recognises the importance of operating a strong corporate governance framework and exercises strict oversight over the company's activities in this respect.

The Executive Director maintains high standards of corporate governance and ensures the Board is equipped to carry out its duties, and to spend sufficient time on key areas that enable the delivery of our strategic objects. Our corporate governance framework clearly defines responsibilities and ensures that the company has the appropriate systems and controls to ensure the Board effectively oversees the business. The framework supports effective decision‑making and helps the Directors discharge their statutory duties, in particular, their duty to promote the long‑term success of the company. The Board reviews a detailed programme of matters and the strategic goal at least on an annual basis to understand the challenges the company and the company's acquiring target face.

Having regard to the need to act fairly between members of the company

The Board takes feedback from a wide range of shareholders and endeavours at every opportunity to pro-actively engage with all shareholders (via regular news porting - RNS) and engage with any specific shareholders in response to particular queries they may have from time to time. The Board considers that its key decisions during the year have impacted equally on all members of the company.

Key Personnel

The employees in the company are the Directors and a small number of key individuals, who are all considered to be key management personnel.

Xiaobing Wang, Age 47, Chief Executive Officer

Mr. Wang has significant experience in strategic management for international chain enterprises, with particular expertise in cross-market growth, post-merger integration and investment-led business expansion. He began his career in the mathematics education sector in 1997 and subsequently founded Jiayi Education Group's first tutoring centre. Through a combination of organic growth and M&A-led expansion, he has played a key role in the Group's scale development and international growth.

Under his leadership, Jiayi Education Group completed a number of strategic acquisitions and investments, including investments in UK education technology companies EZ Education and Mathigon, supporting the Group's expansion and operational execution in the UK market. He currently serves as Chairman of the Board of istep Learning.

Mr. Wang holds an Executive MBA from Nanjing University and has completed an executive education programme at the Johnson Graduate School of Management, Cornell University.

Yunxia Wang, Age 42 ‑ Non‑Executive Director

Ms. Wang has over 15 years of experience within the finance industry in various multi‑national corporations including as a senior accountant at Ernst & Young in Shanghai from 2006 to 2011 and as accounting manager, then financial controller for RIS Recycling Trading Co. Ltd (based in the UK) from 2013 to 2019. From 2019, Ms. Wang has continued to engage in financial management, budgeting and tax planning as a sole trader consulting for various businesses. Ms. Wang received a Bachelor Degree in Economics from Shanghai Normal University in 2005.

Mrs Wang resigned as a director on 31 December 2025.

John Parker, Age 65 ‑ Non‑Executive Director

Mr. Parker has significant financial and international capital markets experience, having previously led institutional equity distribution platforms and/or broker dealers in New York and London for global investment  banks Salomon Brothers and Lehman Brothers in addition to European banks including Santander, ING and WestLB. He was also a partner at STJ Advisors, a leading capital markets advisory firm and a senior consultant at Rivel, the leading investor perception research firm globally. He started his career in Silicon Valley in outside technology sales. He is based in London and is a senior capital markets advisor to the Board, C-Suite and investor relations teams, providing experienced insight into valuation optimisation and best in class governance. He has broad connectivity across private equity, asset management, alternative investments, venture capital and the banking industry. He has successfully participated in over 130 IPO and secondary transactions, helping to raise over $25 billion. Mr. Parker received a degree in economics from the University of California, Irvine and an MBA from the Anderson School at UCLA.

Mark Tavener, Age 55 Executive Director

Mark qualified as a ICAEW chartered accountant at PwC UK in 1997. He has held several senior finance roles across both the accounting profession and industry with T-Mobile, Deloitte (transaction services, corporate finance), IPSX and RSM (transaction services, corporate finance). Between October 2019 and April 2025, Mark served on the board of AIM-quoted Manolete Partners Plc as Chief Financial Officer. Mark has been Beacon Rise's non-board Chief Financial Officer since 19 August 2025 and was subsequently appointed to the board of Beacon Rise on 01 January 2026. Mark holds a Master of Arts (MA) in Economics from the University of Edinburgh.

Mark Tavener was appointed as a director on 1 January 2026.

This report was approved by the board on 1 April 2026 and signed on its behalf by:

Xiaobing Wang

Director

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Principal activity

The principal activity of the Company is to acquire businesses in the primary and secondary segments of the education technology sectors with further interest in high end service sectors such as the healthcare service sector.

Results and dividends

The loss for the twelve months ended 31 December 2025, after taxation, amounted to £694,061 (2024 - £248,566), including costs of equity transaction of £Nil (2024 - £Nil).

The directors do not intend to declare a dividend in respect of the year under review (2024 - £Nil).

Directors

The directors who served during the year and subsequently were:

Details of the Directors' holding of Ordinary Shares are set out in the Director's remuneration Report below.

Financial Risk & Management

The overall objective of the Board is to set policies that seek to reduce risk as far as practical without unduly affecting the company's competitiveness and flexibility. Further details regarding these policies can be referenced in the Strategic Report and in Note 20.

Share Capital

Details of the company's share capital, together with details of the movements since incorporation, are shown in Note 16. The company has one class of Ordinary Share, and all shares have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital.

Substantial Shareholders

At 31 December 2025, the company had been informed of the following substantial interests over 3% of the issued Share capital of the company:

Greenhouse gas emissions, energy consumption and energy efficiency action

The company has not made separate disclosures relating to energy consumption & efficiency as the entity
consumed less than 40,000 kWh of energy during the year.

Corporate Governance Statement

For the year ended 31 December 2025, the Board consisted of an executive director Mr Xiaobing Wang and two non-executive Directors Ms Yunxia Wang and Mr John Parker.

As a company admitted to the equity shares (shell companies) category of the Official List of the Financial Conduct Authority, the Company is not required to comply with the provisions of the UK Corporate Governance Code. However, considerations have been made by the Board on certain aspects of the UK Corporate Governance Code to ensure that appropriate standards of corporate governance are maintained as described below:

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

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

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

Following an acquisition, the company will, in future, seek to voluntarily comply with the UK Corporate Governance Code, in addition to the establishment of committees referred to above. The company will seek transfer from the Main market to either the AIM market or other appropriate, subject to fulfilling the relevant eligibility criteria at the time. Following any such transfer, the company would comply with the continuing obligations and corporate governance then applicable.

The Board authorised the Executive Director to operate the daily management, including communicating with investors, exploring potential investment opportunities and monitoring daily operating expenditure following the approval of cash flow. Board meetings will be held upon significant matters. During the financial year, 14 board meetings were held and the decision on share subscription and listing were both made in the prior periods with all three directors attending the meeting.

Directors will continue to follow the current corporate governance processes in 2026 and ensure the company maintains the highest standards of regulatory compliance. The company devotes to be an open and transparent organisation for its rigorous governance in the public domain. This can be achieved through continuous learning and focusing on the latest development within the regulatory frameworks and corporate governance code.

External Auditor

PKF Littlejohn LLP were appointed auditors to the company and have expressed their willingness to remain in office. The Board considers auditor independence and objectivity and the effectiveness of the audit process. It also considers the nature and extent of the non‑audit services supplied by the auditor reviewing the ratio of audit to non‑audit fees and ensures that an appropriate relationship is maintained between the company and its external auditor.

During the year the Board approved the non-audit services relating to the reporting accountant services in respect of the Company's proposed transfer of its listing to AIM and the subsequent acquisitions. The Board reviewed the compliance with the FRC's Ethical Standards for auditors and the restrictions on auditors in providing non-audit services. Before approving the non-audit services the Board considered the permissibility of these services, as set out below. Throughout the delivery the Board monitored PKF's work as reporting accountants and the subsequent year-end audit, to ensure there was no impact on their independence by confirming the use of separate teams and engagement partners by PKF.

As part of the decision to recommend the appointment of the external auditor, the Board considers the tenure of the auditor in addition to the results of its review of the effectiveness of the external auditor and considers whether there should be a full tender process. There are no contractual obligations restricting the Board's choice of external auditor. The company has a policy of controlling the provision of non‑audit services by the external auditor in order that their objectivity and independence are safeguarded.

Internal financial control

Financial controls have been established so as to provide safeguards against unauthorised use or disposition of the assets, to maintain proper accounting records and to provide reliable financial information for internal use.

Key financial controls include:

a)  a schedule of matters reserved for the approval of the Board;
b)  evaluation, approval procedures and risk assessment for acquisitions; and
c)  close involvement of the Executive Director in the day‑to‑day operational matters of the company.

Shareholder Communications

The company uses a regulatory news service and its corporate website (www.beaconrise.uk) to ensure that the latest announcements, press releases and published financial information are available to all shareholders and other interested parties.

The Annual General Meeting is used to communicate with both institutional shareholders and private investors and all shareholders are encouraged to participate. Separate resolutions are proposed on each issue so that they can be given proper consideration and there is a resolution to approve the Annual Report and Financial Statements. The company counts all proxy votes and will indicate the level of proxies lodged on each resolution after it has been dealt with by a show of hands.

Directors' Remuneration Report

Remuneration Policies (audited)

The remuneration policy of the company is that the Directors shall be paid from the date of appointment on a monthly basis.

After an acquisition is made, a remuneration committee will be set up and reassess an appropriate level of Directors' remuneration and it is envisaged that the remuneration policy will assist to attract, retain and motivate Executive Directors and senior management of a high calibre with a view to encouraging commitment to the development of the company and for long term enhancement of shareholder value. The Board believes that share ownership by Directors strengthens the link between their personal interests and those of shareholders although there is no formal shareholding policy in place.

​

The current Directors' remuneration comprises a basic fee and at present, there is no bonus or long-term incentive plan in operation for the Directors.

Service contracts (audited)

The Directors entered into Service Agreements with the company and continue to be employed until terminated by the company or employees. Either party may terminate the agreement by giving the other not less than three months' notice in writing. In the event of a material breach of contract the breaching party shall be liable for the losses caused to observant party. Each Director is paid at a rate per annum as follows:

Particulars of Directors' Remuneration (audited)

Particulars of directors' remuneration, required to be audited under the Companies Act 2006, are given in Note 9.

No deferred remuneration at the year end for each Director.

There were no performance measures associated with any aspect of the Director's remuneration during the year.

Payments to past Directors (audited)

There are no past Directors.

Payments for loss of office (audited)

There were no payments for loss of office.

Bonus and incentive plans (audited)

There were no bonus or incentive plans in place during the year.

Percentage change in the remuneration of the Chief Executive (unaudited)

There was no change to the remuneration of the executive Director.

Political Donations

The company did not make any donations to political parties in the year.

Directors' interests in shares (audited)

The Company has no Director shareholder requirements.

The beneficial interest of the Director in the Ordinary Share Capital of the company at 31 December 2025 was:

Interests of Employee

The company had three employees other than its Directors during the year.

Business relationships with suppliers, customers and others

The section 172 statement in this Annual Report sets out the details of the management of the business relationships with customers, suppliers and others.

Impact of operations on the community and environment

The company has no operations that impact upon the community or environment currently. However, upon a successful acquisition, the Board will review its Health, Safety & Environment and other policies, work responsibility and monitor the impact of operations on the community and environment.

Maintain a reputation for high standards of business conduct

The Corporate Governance Statement in this this Annual Report sets out the Board structure and Board meetings held during the financial year, together with the experience of the Board and the company's policies and procedures.

Act fairly as between members of the company

The section 172 statement in this Annual Report sets out the details regarding acting fairly as between members of the company.

Disclosure and Transparency Rules

Details of the company's share capital are given in Note 16. None of the shares carry any special rights with regard to the control of the company. There are no known arrangements under which the financial rights are held by a person other than the holder and no known agreements or restrictions on share transfers and voting rights. As far as the company is aware, there are no persons with significant direct or indirect holdings other than the Directors and other significant shareholders.

The provisions covering the appointment of directors are contained in the company's articles of association, any changes to which require shareholder approval.

There are no significant agreements to which the company is party that take effect, alter or terminate upon a change of control following a takeover bid and no agreements for compensation for loss of office or employment that become effective as a result of such a bid.

Directors' responsibilities statement

The directors are responsible for preparing the Annual Report and the financial statements, in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the company financial statements in accordance with UK-adopted international accounting standards and with the requirements of Companies Act 2006.

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing the financial statements, the directors are required to:

·           select suitable accounting policies and then apply them consistently;

·           make judgments and accounting estimates that are reasonable and prudent;

·           ensure statements comply with UK-adopted international accounting standards; and

·         prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the company financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

Requirements of the UK Listing Rules

UK Listing Rule 6.6.4 requires the company to include certain information in a single identifiable section of the Annual Report or a cross reference table indicating where the information is set out. The Directors confirm that there are no disclosures required in relation to UK Listing Rule 6.6.4.    

Auditor Information

Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:

·      so far as the Director is aware, there is no relevant audit information of which the company's auditors are unaware, and

·      the Director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Directors' Indemnity Provisions

The company has not implemented Directors and Officers Liability Indemnity insurance as at 31 December 2025. The Board will seek to have adequate insurance in place when an acquisition target is presented.

Going concern

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

The total comprehensive loss for the financial year were £694,061 (year ended 31 December 2024 - £248,566). At the balance sheet date the company was in a net liability position of £7,458.

The Directors review the company's financial forecast against the quarterly management accounts to assess the company's working capital requirement. As at the reporting date, the company held cash at bank of £72,000 and its forecast cash position indicates that it will have sufficient funds to meet its forecasted liabilities through 30 April 2027, based on committed cash out flows and potential fund raises. Furthermore, the company received £250,000 in March 2026 for 138,889 ordinary shares to be issued subsequent to the reporting period.

There are currently no binding agreements with individuals and institutions regarding potential future equity funding. There is no certainty that such funding will be secured. This indicates the existence of a material uncertainty which may cast significant doubt over the company's ability to continue as a going concern.

Loss of Capital

As at the year end, the Company was in a net liabilities position. As a result, the Directors recognise that the circumstances fall within Section 656 of the Companies Act 2006, under which the net assets of a public company have become half or less of its called‑up share capital. The Directors are currently assessing the Company's financial position and the actions available to address the capital position. A general meeting of shareholders has not yet been convened but will be called in accordance with the requirements of Section 656. The Directors will update shareholders in due course.

Auditors

The auditors, PKF Littlejohn LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 1 April 2026 and signed on its behalf by:

Xiaobing Wang

Director

The financial information set out in this Annual Financial Report does not constitute the Company's statutory accounts for 2024 or 2025. Statutory accounts for the years ended 31 December 2024 and 31 December 2025 have been reported on by the Independent Auditor. The Independent Auditor's Reports on the Annual Report and Financial Statements for 2024 and 2025 were unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

Statutory accounts for the year ended 31 December 2024 have been filed with the Registrar of Companies. The statutory accounts for the year ended 31 December 2025 will be delivered to the Registrar in due course.

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025                                      

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

The accompanying notes below form part of these financial statements.

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

The accompanying notes below form part of these financial statements.

The financial statements were approved and authorised for issue by the board of directors and were signed on its behalf on 1 April 2026 by:

Xiaobing Wang               

Director

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

The accompanying notes below form part of these financial statements.

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

The accompanying notes below form part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Beacon Rise Holdings Plc (the 'company') is a public company incorporated in the United Kingdom. The company's registered office is at Room 639 6^th Floor, 2 Kingdom Street, London, W2 6BD. The principal activity of the company is to acquire businesses in the health care sector and the primary and secondary segment of the healthcare sector.

The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs). They were authorised for issue by the company's board of directors.

Details of the company's accounting policies, including changes during the year, are included in note 1.

In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the company accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The areas where judgments and estimates have been made in preparing the financial statements and their effects are disclosed in note 5.

2.1 Basis of measurement

The financial statements have been prepared on the historical cost basis.

2.2 Changes in accounting policies

New standards, interpretations and amendments

The Directors are evaluating the impact that these standards may have on the financial statements of the company. The effect of these new and amended Standards and Interpretations which are in issue but not yet mandatorily effective is not expected to be material.

2.3 Segmental analysis

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

3.       Accounting policies

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

The total comprehensive loss for the financial year were £694,061 (year ended 31 December 2024 - £248,566). At the balance sheet date the company was in a net liability position of £7,458.

The Directors review the company's financial forecast against the quarterly management accounts to assess the company's working capital requirement. As at the reporting date, the company held cash at bank of £72,000 and its forecast cash position indicates that it will have sufficient funds to meet its forecasted liabilities through 30 April 2027, based on committed cash out flows and potential fund raises. Furthermore, the company received £250,000 in March 2026 for 138,889 ordinary shares to be issued subsequent to the reporting period.

There are currently no binding agreements with individuals and institutions regarding potential future equity funding. There is no certainty that such funding will be secured. This indicates the existence of a material uncertainty which may cast significant doubt over the company's ability to continue as a going concern.

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.

Items of property and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property and equipment have different useful lives, then they are accounted for as separate items (major components) of property and equipment. Any gain or loss on disposal of an item of property and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the company.

Depreciation is provided on all other items of property and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following range:

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.

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short‑term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

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

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

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial  assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

3.6a Other receivables

(a) Classification

Loans and receivables are non‑derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets. The company's loans and receivables comprise prepayments.

(b) Recognition and measurement

Loans and receivables are initially recognised at fair value through profit or loss and are subsequently measured at amortised cost using the effective interest rate method, less provision for impairment.

(c) Impairment of Financial Assets

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

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

‑ Significant financial difficulties of the debtor
‑ Probability that the debtor will enter bankruptcy or financial reorganisation
‑ Default or delinquency in payment

3.6b Trade and other payables

(a) Classification

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

(b) Recognition and measurement

They are recognised when the company becomes a party to the contractual provisions, and are measured, at initial recognition, at fair value plus transaction costs.

They are subsequently measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.

3.6c Derecognition of financial assets and liabilities

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

(a) Classification as debt or equity

Debt and equity instruments issued by an entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Share capital is determined using the nominal value of shares that have been issued. Any transaction costs associated with the issuing of shares are recognised through profit or loss.

(b) Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

The company subsequently measures all equity investments at fair value. Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the statement of profit or loss as applicable.

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.

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.

The average monthly number of employees, including directors, during the year was 6 (2024 - 3).

The aggregate payroll costs of these employees were £246,923 (2024 - £90,801) as detailed in Notes 7 and 9.

          Changes in tax rates and factors affecting the future tax charges

At the year end, there were carried forward losses of £1,151,120 (2024 - £660,510). The taxed value of the unrecognised deferred tax asset is £287,780 (2024 - £165,127) and these losses do not expire. No deferred tax assets in respect of tax losses have been recognised in the accounts because there is currently insufficient evidence of the timing of suitable future taxable profits against which they can be recovered.

The calculation of the basic and diluted earnings per share is calculated by dividing the profit or loss for the year by the weighted average number of ordinary shares in issue during the year.

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