XLON:BAY ESEF Annual Report
BAY CAPITAL PLC (XLON:BAY)
ESEF Annual Report
2024-05-01
For: 2023-12-31
View Original
Added on
September 22, 2026
ANNUAL REPORT AND ACCOUNTS
for the year ended 31 December 2023
Incorporated and registered in Jersey under the Companies (Jersey) Law 1991
with registered number 134743
BAY CAPITAL PLC))1
Contents of the Financial Statements
Company Information 2
Chairman’s Statement 3
Report of the Directors 4
Statement of Directors’ Responsibilities 12
Independent Auditor’s Report 13
Consolidated Statement of Comprehensive Income 19
Consolidated Statement of Financial Position 20
Consolidated Statement of Changes in Equity 21
Consolidated Statement of Cash Flows 22
Notes forming part of the Consolidated Financial Statements 23
Company Statement of Comprehensive Income 32
Company Statement of Financial Position 33
Company Statement of Changes in Equity 34
Notes forming part of the Company Financial Statements 35
2))BAY CAPITAL PLC
Company Information
DIRECTORS, SECRETARY AND ADVISERS
Directors Peter William Gregory Tom CBE
David Williams
Company Secretary JTC (Jersey) Limited
28 Esplanade, St Helier
Jersey JE2 3QA
Registered Ofce 28 Esplanade, St Helier
Jersey JE2 3QA
Registered Number 134743
Independent Auditor PKF Littlejohn LLP
15 Westferry Circus
London E14 4HD
Solicitors to the Company (UK) Mayer Brown International LLP
201 Bishopsgate
London EC2M 3AF
Solicitors to the Company (Jersey) Ogier (Jersey) LLP
44 Esplanade, St Helier
Jersey JE4 9WG
Principal Banker Butter@eld Bank (Jersey) Limited
St Paul's Gate, New St, St Helier
Jersey JE4 5PU
Registrar Link Market Services (Jersey) Limited
12 Castle Street, St Helier
Jersey JE2 3RT
Strategic Adviser Tessera Investment Management Limited
12 Hay Hill
London W1J 8
BAY CAPITAL PLC))3
Chairman’s Statement
I am pleased to present the @nancial results for Bay Capital Plc ("Bay", or the "Company") and its subsidiary
(together the "Group") for the year ended 31 December 2023.
Since establishing the Company in 2021, we have remained focused on implementing our strategy and continue
to assess acquisition opportunities where we believe there to be sustainable growth potential either organically
or through acquisition. During the year, we progressed a number of these opportunities, some to advanced stages,
and although we are yet to complete our inaugural transaction, the majority of our IPO placing proceeds remain
intact and we continue to advance a number of interesting opportunities from our acquisition pipeline.
We remain positive about the prospects of our sectors of focus across the broader industrials market, particularly
given the current trough in the economic cycle we @nd ourselves in. This continues to present a series of
opportunities at potentially interesting entry points, which if secured, we believe have the potential to create
shareholder value.
We thank our loyal shareholders for their continued support while we diligently pursue our inaugural acquisition,
and look forward to updating in due course as our plans progress.
Peter Tom CBE
Chairman
23 April 2024
4))BAY CAPITAL PLC
Report of the Directors
The Directors of the Company present their report for the year ended 31 December 2023.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
RESULTS
During the year, Bay recorded a loss of £1,306,686 (2022: loss of £251,321) and the loss per share was 1.87p
(2022: loss per share of 0.36p), reecting moderate monthly operating expenses of the Group and costs relating
to acquisition activity. The Group and Company had cash reserves at the end of the year of £6,067,461
(2022:£6,458,073).
DIVIDENDS
At this point in the Company's development, it does not anticipate declaring any dividends in the foreseeable future.
As such, the Directors do not recommend the payment of a dividend for the year.
FUTURE DEVELOPMENTS
The Directors expect to continue to execute the Group’s strategy in sourcing and assessing acquisition and
investment opportunities across its stated sectors of focus.
KEY PERFORMANCE INDICATORS
The Board continues to focus on maximising shareholder value by sourcing, assessing and where in the interest
of shareholders to do so, investing in and acquiring growing businesses within the industrial, construction and
business services sectors.
Following completion of the Company's inaugural transaction, the Board will be in a position to identify and develop
its key performance indicators for on-going monitoring and management.
GOING CONCERN
The Directors, having made due and careful enquiry, are of the opinion that the Group and Company have adequate
working capital to execute their operations over the next 12 months. The Group and Company's unaudited cash
balance as at 12 April 2024 was £5,212,927, and excluding the consummation of any investment or acquisition
which will likely require speci@c funding, have adequate resources available to fund the on-going forecasted
operating expenses for at least twelve months following approval of the @nancial statements. The Directors,
therefore, have made an informed judgement, at the time of approving the @nancial statements, that there is a
reasonable expectation that the Group and Company have adequate resources to continue in operational existence
for the foreseeable future. As a result, the Directors have adopted the going concern basis of accounting in
preparing the annual @nancial statements (see Note 2).
RISK MANAGEMENT
In order to execute the Group's strategy, the Company and its subsidiaries will be exposed to both @nancial and
non@nancial risks. The Board has overall responsibility for the Group's risk management and it is the Board's role
to consider whether those risks identi@ed by management are acceptable within the Group's strategy and risk
appetite. The Board therefore periodically reviews the principal risks and considers how effective and appropriate
the controls that management has in place to mitigate the risk exposure are and will make recommendations to
management accordingly.
BAY CAPITAL PLC))5
Report of the Directors
continued
As the Company had not completed its @rst investment or acquisition in the period, it has limited @nancial
statements and/or historical @nancial data, and limited trading history. As such, the Company during the period
was subject to the risks and uncertainties associated with an early-stage acquisition company, including the risk
that the Company will not achieve its investment objectives and that the value of an investment could decline and
may result in the partial or complete loss of capital invested. The past performance of investee companies or
assets managed by the Directors will not necessarily be a guide to future business, results of operations, @nancial
condition or prospects of the Company.
In order to mitigate against these risks, the Directors will continue to undertake thorough due diligence on
investment opportunities and acquisition targets, to a level considered reasonable and appropriate by the Company
on a case-by-case basis, including the potential commissioning of third-party specialist reports as appropriate.
Following completion of any investment or acquisition, it is intended that any investments or assets will be
managed by the Directors and assisted by the Company's professional advisers.
Financial Risk Management
The Directors considered the Group to be exposed to the following @nancial risks:
a. Price risk: the price paid for securities is subject to market movement that will have an impact on the
operations of the Group;
b. Cash ow interest rate risk: the Group has signi@cant cash balances which exposed it to movement in the
market interest rates; and
c. Liquidity risk: the Group manages its cash requirements through detailed forecasting and planning for
amount and timing of payments and receipts of interest income, to ensure cash resources are available
when required.
Given the relatively small size and operation of the Group in the year, the Directors did not delegate the responsibility
of risk monitoring to a sub-committee of the Board, but closely monitored the risks on a periodic basis. The
Directors consider their exposure in the @nancial year to have been low. Refer to Note 14 for assessment of the
risks arising from @nancial instruments.
Non-nancial Risk Management
The non-@nancial risk factors for the year ended 31 December 2023 did not materially change from those set out
in Bay’s Prospectus dated 27 September 2021.
GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY
EFFICIENCY
As the Company has not completed its @rst acquisition and has only two Directors and one employee, limited
travel and no premises, the Directors do not consider any disclosure under the Task Force on Climate-related
Financial Disclosures is required at this juncture, however the Company will review this position as it executes its
investment and acquisition strategy.
POLITICAL CONTRIBUTIONS
The Company has made no political contributions during the year.
CHARITABLE DONATIONS
The Company has made no charitable donations during the year.
POST BALANCE SHEET EVENTS
There have been no signi@cant post balance sheet events. See Note 20.
6))BAY CAPITAL PLC
Report of the Directors
continued
SHARE CAPITAL
Details of the Company’s share capital is set out in Note 15. The Company’s share capital consists of one class
of ordinary share, which does not carry rights to @xed income. As at 31 December 2023, there were 70,000,000
ordinary shares of 1p par value each in issue.
SIGNIFICANT SHAREHOLDERS
As at 12 April 2024, the Company had been advised of the following noti@able interests (whether directly or
indirectly held) in voting rights.
Name Shareholding Percentage
JIM Nominees Limited 16,759,802 23.9%
Hermco Property Limited* 15,000,000 21.4%
David Williams 14,250,000 20.4%
Huntress (CI) Nominees Limited 5,853,230 8.4%
* Nominee entity holding indirect and direct interests of Peter Tom CBE, Chairman of the Company
As at 12 April 2024, the Directors in aggregate held 29,250,000 ordinary shares, which represents 41.8 per cent.
of the Company’s issued share capital.
The Directors who held of@ce during the year and their bene@cial interest in the share capital of the Company at
31 December 2023 were as follows:
31 December 2023
Hermco Property Limited* 15,000,000
David Williams 14,250,000
29,250,000
* Peter Tom’s shareholding is held via Hermco Property Limited
COMPANY DIRECTORS (BOARD)
The Directors during the year and summaries of their experience are set out below.
Peter Tom CBE Chairman
Peter is one of the aggregates industry’s longest serving and most experienced executives, holding high-pro@le
executive and non-executive roles serving publicly listed and private organisations in the industry, sport and the
not-for-pro@t sector. He most recently served as Executive Chairman of Breedon Group, (LSE: BREE) the UK’s
largest independent aggregates business, which he co-founded with David Williams (a Director of the Company)
and Simon Vivian in 2008. Under Peter’s leadership, Breedon grew from a £13 million listed cash shell into a
business worth £1.5 billion, leading the consolidation of the UK aggregates industry.
Prior to establishing Breedon, Peter was the Chief Executive Of@cer and latterly Non-Executive Chairman of
Aggregate Industries, which he developed into a leading international building materials group before negotiating
its sale to Holcim for £1.8 billion in 2005. His early career was spent at Bardon Hill Quarries, where he rose to
become Chief Executive of the Bardon Group Plc in 1985. He went on to lead Bardon’s merger with Evered Plc in
1991 and the enlarged group’s subsequent merger with CAMAS in 1997 to form Aggregate Industries Plc.
In 2006, Peter was awarded a CBE for services to Business and Sport. He holds Honorary Degrees from both
Leicester and De Montfort University and is Chairman of Leicester Rugby Football Club, (Leicester Tigers) a role
he has held for more than 20 years following a playing career comprising 130 appearances for the club as a lock
forward between 1963 and 1968.
BAY CAPITAL PLC))7
Report of the Directors
continued
David Williams Non-Executive Director
David has signi@cant experience in investment markets, serving as Chairman in executive and non-executive
capacities for a number of public and private companies. He has overseen the development of these companies,
raising in excess of £1 billion of capital to support both organic and acquisitive growth initiatives.
David was the original founder of Marwyn Capital LLP, the award-winning investment management company.
David was also formerly Chairman of Entertainment One Ltd. (LSE: ETO), Zetar Plc, and Waste Recycling Group
Plc, and Non-Executive director of Breedon Group Plc (LSE: BREE). He currently serves as Non-Executive Chairman
of the AIM-quoted cyber security business, Shearwater Group Plc (AIM: SWG) and Main Market listed Acceler8
Ventures Plc (LSE: AC8) and Red Capital Plc (LSE: REDC).
DIRECTORS’ REMUNERATION
The two Directors of the company during the year, Peter Tom and David Williams, were each entitled to fees of
£30,000 and £20,000 per annum for their respective roles within the Company, as per their service agreements
entered into on 14 September 2021. There were no other bene@ts paid to these Directors outside of their service
fees, save for ordinary course reimbursable expenses properly incurred in the performing of their duties as
Directors.
31 December
Benets 2023
Salary in kind Total
Director £££
Peter Tom CBE* 30,000 – 30,000
David Williams 20,000 – 20,000
50,000 – 50,000
* Peter Tom’s fees are paid through Rise Rocks Limited, a company wholly owned by him
In addition to the Director fees outlined above, the Directors are also participants in the Subco Incentive Scheme
and holders of warrants as detailed below.
SUBCO INCENTIVE SCHEME
The Directors believe that the success of the Company will depend to a high degree on the future performance of
key employees and advisers in executing and supporting the Company’s growth strategy. The Company has
therefore established equity-based incentive arrangements which are, and will continue to be, an important means
of retaining, attracting and motivating key employees, consultants and advisers, and also for aligning the interests
of the Directors with those of shareholders.
On 14 September 2021, the Group created a new Subco Incentive Scheme within its wholly owned subsidiary Bay
Capital Subco Limited. Under the terms of the Subco Incentive Scheme, scheme participants are only rewarded if
a predetermined level of shareholder value is created over a three to @ve year period or upon a change of control
of the Company or Subco (whichever occurs @rst), calculated on a formula basis by reference to the growth in
market capitalisation of the Company, following adjustments for the issue of any new ordinary shares and taking
into account dividends and capital returns ("Shareholder Value"), realised by the exercise by the bene@ciaries of a
put option in respect of their shares in Subco and satis@ed either in cash or by the issue of new ordinary shares
at the election of the Company.
Under these arrangements in place, participants are entitled up to 15 per cent. of the Shareholder Value created,
subject to such Shareholder Value having increased by at least 10 per cent. per annum compounded over a period
of between three and @ve years from admission, or following a change of control of the Company or Subco.
In order to implement the Subco Incentive Scheme, the Company as sole shareholder of Subco, approved the
creation of a new share class in Subco (the "B Shares"). At the same time the Subco’s existing ordinary shares
were redesignated A Shares. The B Shares do not have voting or dividend rights.
8))BAY CAPITAL PLC
Report of the Directors
continued
On 14 September 2021, Hermco Property Limited (a company controlled by Peter Tom, Chairman of the Company),
David Williams, a Non-Executive Director of the Company, and Kathleen Long and Anthony Morris, Directors of
Tessera Investment Management Limited, became the @rst participants in the Subco Incentive Scheme ("Founder
Participants"). As such, the proportion of Shareholder Value attaching to the Subco Incentive Scheme is
11 per cent. of a total cap of 15 per cent.
The Participants and their respective B share holdings as at 31 December 2023 are outlined below.
Participant Subco
Hermco Property Limited* 50,000
David Williams 40,000
Kathleen Long 10,000
Anthony Morris 10,000
110,000
* Nominee entity holding indirect and direct interests of Peter Tom CBE, Chairman of the Company
WARRANTS
On 13 September 2021, the Company constituted 70,000,000 warrants on the terms of an instrument under which
the Company issued 30,000,000 warrants to certain existing shareholders of the Company including the Directors,
and a further 40,000,000 warrants on admission of the Company to the Main Market of the London Stock
Exchange.
The warrants are exercisable at any time from the date of completion of the inaugural transaction (an investment
or acquisition) made by the Company where the consideration for such transaction is at least £10 million at a
price of £0.10 per ordinary share. These warrants can be exercised through application to the Company. The
warrants will not be listed on the London Stock Exchange or any other publicly traded market.
The Directors’ respective warrant holdings are detailed below.
Participant Date of grant Exercise price No. of ordinary
shares to
which the grant
relates
Hermco Property Limited* 13 September 2021 £0.10 15,000,000
David Williams 13 September 2021 £0.10 14,250,000
29,250,000
* Nominee entity holding indirect and direct interests of Peter Tom CBE, Chairman of the Company
CORPORATE GOVERNANCE
As a Jersey company and a company with a Standard Listing, the Company is not required to comply with the
provisions of the UK Corporate Governance Code 2018. Furthermore, there is no applicable regime of corporate
governance to which the directors of a Jersey company must adhere over and above the general @duciary duties
and duties of care, skill and diligence imposed on such directors under Jersey law. Notwithstanding this, the
Directors are committed to maintaining high standards of corporate governance and will be responsible for
carrying out the Company’s objectives and implementing its business strategy. All investment, acquisition,
divestment and other strategic decisions are considered and determined by the Board.
At present, the Board reviewed investment and acquisition opportunities on an as required basis, and met regularly
with its Strategic Advisor to discuss possible inorganic growth opportunities, as well as monitor deal ow and
investment and acquisitions in progress, and review the Company’s strategy to ensure that it remains aligned to
the delivery of shareholder value. Those investment and acquisition opportunities that are assessed by the Board
BAY CAPITAL PLC))9
Report of the Directors
continued
(with support from its Strategic Advisor) are considered in light of the investment and acquisition criteria as
detailed in the Company’s Prospectus.
In addition, as part of the investment and acquisition screening process, the Company will augment Board and
Strategic Advisor capability on a case by case basis as required with industry and operating partner input, where
deep domain expertise can be accessed. The Board provides leadership within a framework of prudent and
effective controls. The Board has established the corporate governance values of the Company and has overall
responsibility for setting the Company’s strategic aims, de@ning the business plan and strategy and managing the
@nancial and operational resources of the Company.
In this regard, the Board, so far as is practicable given the Company’s size and stage of its development, has
voluntarily adopted the QCA Code as its chosen corporate governance framework. There are certain provisions
of the QCA Code which the Company will not currently adhere to, and their adoption will be delayed until such
time as the Directors believe it appropriate to do so. It is anticipated that this will occur concurrently with the
Company’s @rst material investment or acquisition.
The Company will seek to develop its corporate governance position, and will address key differences to the QCA
Code. Speci@cally, it is anticipated this will include:
i. the augmentation of the Board with suitably quali@ed additional executive and non-executive directors
including independents;
ii. the implementation of audit, remuneration and nomination committees with appropriate terms of reference;
iii. a formalised annual evaluation and review process covering the Board and Committees, including succession
planning;
iv. the publication of KPIs;
v. the development of a corporate and social responsibility policy; and
vi. an enhanced risk management and governance framework tailored to the operating assets and strategic
direction of the enlarged entity.
ROLE OF THE BOARD
The Board is responsible for the management of the business of the Group, setting the strategic direction of the
Group and establishing the policies of the Group. It is the Directors’ responsibility to oversee the @nancial position
of the Group and monitor the business and affairs of the Group, on behalf of the shareholders, to whom they are
accountable. The primary duty of the Directors is to act in the best interests of the Group and Company at all
times. The Board also addresses issues relating to internal control and the Group’s approach to risk management
and has formally adopted an anti-corruption and bribery policy.
The Group does not have a separate investing committee and therefore the Board as a whole will be responsible
for sourcing acquisitions and ensuring that opportunities conform with the Group’s strategy.
The Group holds four formal Board meetings a year, with unscheduled meetings as matters arise which require
the attention of the Board. Formal Board meetings are timed to link to key events in the Group's corporate calendar.
Outside the scheduled and unscheduled meetings of the Board, the Directors maintain frequent contact with each
other to keep them fully briefed on the Group's operations.
INTERNAL CONTROLS
The Board acknowledges its responsibility for establishing and monitoring the Group’s systems of internal control.
Although no system of internal control can provide absolute assurance against material misstatement or loss,
the Group’s systems are designed to provide the Directors with reasonable assurance that problems can be
identi@ed on a timely basis and dealt with appropriately.
10))BAY CAPITAL PLC
Report of the Directors
continued
The Group maintains an appropriate process for @nancial reporting. The annual budget is reviewed and approved
by the Board before being formally adopted.
Other key procedures that have been established and which are designed to provide effective control are as follows:
Management structure – The Board meets regularly on a formal and informal basis to discuss all issues affecting
the Group.
Investment appraisal – The Group has a robust framework for investment appraisal and approval is required by
the Board, where appropriate.
Share dealing and inside information – the Company has adopted a share dealing code regulating trading and
con@dentiality of inside information for the Directors and other persons discharging managerial responsibilities
(and their persons closely associated) which contains provisions appropriate for a company whose shares are
admitted to trading on the Of@cial List (particularly relating to dealing during closed periods which will be in line
with the Market Abuse Regulation). The Company takes all reasonable steps to ensure compliance by the Directors
and any relevant employees with the terms of that share dealing code.
The Board reviews the effectiveness of the systems of internal control and considers the major business risks
and the control environment. No signi@cant de@ciencies have come to light during the period and no weaknesses
in internal @nancial control have resulted in any material losses, or contingencies which would require disclosure,
as recommended by the guidance for Directors on reporting on internal @nancial control.
The Directors are focused on careful management of the Group’s cash and @nancial resources through Board
level approvals. At such time that the Group completes an acquisition, the Directors anticipate that the Group's
@nancial position and prospects procedures regime will be updated and expanded as necessary to cater for the
nature of the Group's business following completion of its inaugural investment or acquisition.
BOARD EVALUATION
In the year, the Board evaluation process was limited to an ongoing informal evaluation of the performance of the
Board by each Director. This will be replaced by a formal, annual evaluation process once the Group has completed
its @rst acquisition.
EXTERNAL ADVISERS
The Board accessed the following external advisers during the year and post the year end:
Mayer Brown International LLP and Ogier (Jersey) LLP – legal
Tessera Investment Management Limited – capital markets and M&A
JTC Plc – company secretarial, governance and regulatory @lings
CONFLICTS OF INTEREST
A Director has a duty to avoid a situation in which he or she has, or can have, a direct or indirect interest that
conicts, or possibly may conict, with the interests of the Company. The Board has satis@ed itself that there are
no conicts of interest where the Directors have appointments on the Boards of, or relationships with, companies
outside the Company. Furthermore, the Board requires Directors to declare all appointments and other situations
which could result in a possible conict of interest, and therefore believes it has a robust framework to deal with
any conict of interest should it arise.
BAY CAPITAL PLC))11
Report of the Directors
continued
RELATIONS WITH SHAREHOLDERS
The Chairman is the Group’s principal spokesperson with investors, fund managers, the media and other interested
parties. As well as the Annual General Meeting with shareholders, the other Director may give formal presentations
at investor road shows following the announcement of interim and full year results.
Notice of this year’s Annual General Meeting will shortly be sent to shareholders.
DISCLOSURE OF INFORMATION TO THE INDEPENDENT AUDITOR
So far as the Directors are aware, there is no relevant audit information of which the Group and Company’s
independent auditor is unaware, and each Director has taken all the steps that he ought to have taken as a Director
in order to make himself aware of any relevant audit information and to establish that the Group and Company’s
independent auditor is aware of that information.
The Directors con@rm to the best of their knowledge that:
l the @nancial statements, prepared in accordance with the relevant @nancial reporting framework, give a true
and fair view of the assets, liabilities, @nancial position and pro@t or loss of the Group and Company and the
undertakings included in the consolidation taken as whole;
l the Chairman’s Statement and Report of the Directors includes a fair review of the development and
performance of the business and the position of the Group and Company and the undertakings included in
the consolidation taken as a whole, together with a description of the principal risks and uncertainties that
they face; and
l the annual report and accounts, taken as a whole, are fair, balanced and understandable and provide the
information necessary for shareholders to assess the Group and Company’s position and performance,
business model and strategy.
INDEPENDENT AUDITOR
The independent auditor, PKF Littlejohn LLP, will be proposed for re-appointment at the forthcoming Annual General
Meeting.
ON BEHALF OF THE BOARD
David Williams
Non-Executive Director
23 April 2024
12))BAY CAPITAL PLC
The Directors are responsible for preparing the Directors' report and the @nancial statements in accordance with
applicable law and regulations.
Jersey Company law requires the directors to prepare @nancial statements for each @nancial year. Under that law
the directors have elected to prepare the @nancial statements in accordance with International Financial Reporting
Standards as adopted by the United Kingdom ("IFRS"). Under company law, the Directors must not approve the
@nancial statements unless they are satis@ed that they give a true and fair view of the state of affairs of the Group
and Company and of the pro@t or loss of the Group for that year.
In preparing these @nancial statements, the Directors are required to:
l select suitable accounting policies and then apply them consistently;
l make judgements and estimates that are reasonable and prudent;
l state whether the Group @nancial statements have been prepared in accordance with IFRS as adopted by
the United Kingdom;
l state whether the Company @nancial statements have been prepared in accordance with FRS 101 “Reduced
Disclosure Framework"; and
l prepare the @nancial 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 proper accounting records that are suf@cient to show and explain the
Group and Company's transactions and disclose with reasonable accuracy at any time the @nancial position of
the Group and Company and enable them to ensure that the @nancial statements comply with the Companies
(Jersey) Law 1991. They are also responsible for safeguarding the assets of the Group and Company and hence
for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The maintenance and integrity of the Group’s website is the responsibility of the Directors. The work carried out
by the independent auditors does not involve the consideration of these matters and, accordingly, the independent
auditors accept no responsibility for any changes that may have occurred in the accounts since they were initially
presented on the website. Legislation in Jersey governing the preparation and dissemination of the accounts and
the other information included in annual reports may differ from legislation in other jurisdictions.
Statement of Directors’ Responsibilities
BAY CAPITAL PLC))13
Independent Auditor’s Report to the Members of
Bay Capital Plc
Opinion
We have audited the @nancial statements of Bay Capital Plc (the ‘parent company’) and its subsidiaries (the ‘group’)
for the year ended 31 December 2023 which comprise:
Group l Consolidated Statement of Comprehensive Income
l Consolidated Statement of Financial Position
l Consolidated Statement of Changes in Equity
l Consolidated Statement of Cash Flows
l Notes forming part of the Consolidated Financial Statements, including a summary
of signi@cant accounting policies
Parent company l Company Statement of Comprehensive Income
l Company Statement of Financial Position
l Company Statement of Changes in Equity
l Notes forming part of the Company Financial Statements, including a summary of
signi@cant accounting policies
The @nancial reporting framework that has been applied in the preparation of the group @nancial statements is
applicable law and UK-adopted international accounting standards. The @nancial reporting framework that has
been applied in the preparation of the parent company @nancial statements is applicable law and United Kingdom
Accounting Standards, including FRS 101 Reduced Disclosure Framework (United Kingdom Generally Accepted
Accounting Practice). In our opinion:
l the @nancial statements give a true and fair view of the state of the group’s and of the parent company’s
affairs as at 31 December 2023 and of the group’s and parent company’s loss for the year then ended; and
l the group @nancial statements have been properly prepared in accordance with UK-adopted international
accounting standards;
l the parent company @nancial statements have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
l the @nancial statements have been prepared in accordance with the requirements of the Companies (Jersey)
Law 1991.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the @nancial statements section of our report. We are independent of the group and parent company in
accordance with the ethical requirements that are relevant to our audit of the @nancial statements in the UK,
including the FRC’s Ethical Standard as applied to listed entities, and we have ful@lled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
suf@cient and appropriate to provide a basis for our opinion.
14))BAY CAPITAL PLC
Conclusions relating to going concern
In auditing the @nancial statements, we have concluded that the directors' use of the going concern basis of
accounting in the preparation of the @nancial statements is appropriate. Our evaluation of the directors’
assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of accounting
included:
l Obtaining and reviewing management’s going concern assessment model and associated going concern
assumptions paper;
l Challenging the assumptions used in the going concern assessment model based on our understanding of
the business, the industry and the wider macroeconomic environment factors;
l Identifying and evaluating subsequent events impacting the going concern assessment;
l Performing sensitivity analysis, where applicable, to review the effect of downside scenarios on the ability
of the group and the parent company to continue as a going concern; and
l Reviewing the disclosure in the @nancial statements to con@rm it is consistent with the assumptions used,
and conclusions reached in the going concern model.
Based on the work we have performed, we have not identi@ed any material uncertainties relating to events or
conditions that, individually or collectively, may cast signi@cant doubt on the group’s or parent company's ability
to continue as a going concern for a period of at least twelve months from when the @nancial statements are
authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Our application of materiality
For the purposes of determining whether the @nancial statements are free from material misstatement, we de@ne
materiality as a magnitude of misstatement, including omission, that makes it probable that the economic
decisions of a reasonably knowledgeable person, relying on the @nancial statements, would be changed, or
inuenced. We have also considered those misstatements including omissions that would be material by nature
and would impact the economic decisions of a reasonably knowledgeable person based on our understanding of
the business, industry and complexity involved.
We apply the concept of materiality both in planning and throughout the course of audit, and in evaluating the
effect of misstatements. Materiality is used to determine the @nancial statements areas that are included within
the scope of our audit and the extent of sample sizes during the audit.
We also determine a level of performance materiality which we use to assess the extent of testing needed to
reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality for the @nancial statements as a whole.
In determining materiality and performance materiality, we considered the following factors:
l our cumulative knowledge of the group and its environment;
l the change in the level of judgement required in respect of the key accounting estimates;
l signi@cant transactions during the year;
l the stability in key management personnel; and
l the level of misstatements identi@ed in prior periods.
Independent Auditor’s Report to the Members of
Bay Capital Plc continued
BAY CAPITAL PLC))15
The materiality and performance materiality for the signi@cant components are calculated considering the same
factors as for group.
Materiality for the group @nancial statements as a whole was set at £255,000. This was calculated as 5% of net
assets. Using our professional judgement, we have determined this to be the principal benchmark within the
@nancial statements as the group is non-operational currently.
Materiality for the parent company of the group was set at £242,000 calculated as 95% of group materiality.
Performance materiality for the group @nancial statements was set at £165,000 being 65% of materiality for the
@nancial statements as a whole. The benchmark of 65% is considered appropriate based on our assessment of
the risk of undetected errors arising, the nature of the systems and controls. The performance materiality for the
parent company was set at £157,300 and it was calculated on the same basis as the group performance
materiality.
We agreed to report to those charged with governance all corrected and uncorrected misstatements we identi@ed
through our audit with a value in excess of £12,750 for the group. We also agreed to report any other audit
misstatements below that threshold that we believe warranted reporting on qualitative grounds.
Our approach to the audit
Our audit was risk based and was designed to focus our efforts on the areas at greatest risk of material
misstatement, aspects subject to signi@cant management judgement as well as greatest complexity, risk and
size. In designing our audit, we determined materiality, as above, and assessed the risk of material misstatement
in the @nancial statements.
We tailored the scope of our audit to ensure that we performed suf@cient work to be able to give an opinion on
the @nancial statements, considering the structure of the group.
The group includes the listed parent company, Bay Capital Plc, and its subsidiary, Bay Capital Subco Limited. Bay
Capital Plc is the only signi@cant component.
We performed a full scope audit on the signi@cant component. The work on the signi@cant component of the
group has been performed by us as group auditor. We have performed speci@ed review procedures on the
non-signi@cant component.
The scope of our audit was based on signi@cance of operations and materiality. Each component was assessed
as to whether they were signi@cant or not to the group by either their size or risk. The parent company was
considered signi@cant due to identi@ed risks and the size of the company.
In designing our audit approach, we considered those areas which were deemed to involve signi@cant judgement
and estimation by the directors. It was identi@ed that there were no areas which were deemed to involve signi@cant
judgement or estimation. We also addressed the risk of management override of controls, including evaluating
whether there was evidence of bias by management that represented a risk of material misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most signi@cance in our audit of
the @nancial statements of the current period and include the most signi@cant assessed risks of material
misstatement (whether or not due to fraud) we identi@ed, including those which had the greatest effect on: the
overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the @nancial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
Independent Auditor’s Report to the Members of
Bay Capital Plc continued
16))BAY CAPITAL PLC
Independent Auditor’s Report to the Members of
Bay Capital Plc continued
Key Audit Matter How our scope addressed this matter
Management override of control
Our work in this area included:
l Testing the appropriateness of manual journals during
the period under review, including those made at the
end of the period and post-closing entries, to determine
whether these were appropriate. This also included
making inquiries of individuals with responsibility
involved in the @nancial reporting process about
inappropriate or unusual activity relating to the
processing of journals;
l Reviewing accounting estimates, judgements, and
assumptions within the @nancial statements for
evidence of management bias, and agreeing them to
appropriate supporting documentation; and
l Evaluating whether there is a clear business rationale
to support any signi@cant transactions outside the
normal course of the business of the entity, or
transactions which otherwise appear to be unusual
innature.
Other information
The other information comprises the information included in the annual report, other than the @nancial statements
and our auditor’s report thereon. The directors are responsible for the other information contained within the
annual report. Our opinion on the group and parent company @nancial 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 @nancial 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 @nancial
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.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies (Jersey) Law
1991 requires us to report to you if, in our opinion:
l proper accounting records have not been kept by the parent company, or proper returns adequate for our
audit have not been received from branches not visited by us; or
l the parent company @nancial statements are not in agreement with the accounting records and returns.
Management are in a unique position to
perpetrate fraud by overriding controls which
they have designed, implemented and
maintain, and therefore which appear to be
otherwise operating effectively.
This is considered a Key Audit Matter due to
unpredictable manner in which such override
could occur.
BAY CAPITAL PLC))17
Responsibilities of directors
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the
preparation of the group and parent company @nancial statements and for being satis@ed that they give a true
and fair view, and for such internal control as the directors determine is necessary to enable the preparation of
@nancial statements that are free from material misstatement, whether due to fraud or error.
In preparing the group and parent company @nancial statements, the directors are responsible for assessing the
group’s and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the nancial statements
Our objectives are to obtain reasonable assurance about whether the @nancial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to inuence the economic decisions of users taken on the basis of these @nancial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is
detailed below:
l We obtained an understanding of the group and parent company and the sector in which they operate to
identify laws and regulations that could reasonably be expected to have a direct effect on the @nancial
statements. We obtained our understanding in this regard through discussions with management and
application of cumulative audit knowledge and experience of the sector. We also selected a speci@c audit
team based on experience with auditing entities within a similar industry facing similar audit and business
risks.
l We determined the principal laws and regulations relevant to the group and parent company in this regard
to be those arising from
– Rules of the London Stock Exchange;
– UK-adopted international accounting standards;
– Disclosure Guidance and Transparency Rules of the Financial Conduct Authority;
– Companies (Jersey) Law 1991; and
– Data Protection Act.
The audit team remained alert to instances of non-compliance with laws and regulations throughout the
audit
l We designed our audit procedures to ensure the audit team considered whether there were any indications
of non-compliance by the group and parent company with those laws and regulations. These procedures
included, but were not limited to:
– Making enquiries of management;
– Reviewing Board minutes;
– Reviewing the nature of legal professional fees; and
– Reviewing Regulatory News Services announcements.
Independent Auditor’s Report to the Members of
Bay Capital Plc continued
18BAY CAPITAL PLC
l As in all of our audits, we addressed the risk of fraud arising from management override of controls by
performing audit procedures which included, but were not limited to: the testing of journals; and evaluating
the business rationale of any signicant transactions that are unusual or outside the normal course of
business.
l In our audit procedures, we have considered matters of non-compliance with laws and regulations, including
fraud at the group and component levels. We have performed audit procedures on all material components
within the Group.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the nancial statements or non-compliance with regulation. This risk
increases the more that compliance with a law or regulation is removed from the events and transactions reected
in the nancial statements, as we will be less likely to become aware of instances of non-compliance. The risk is
also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional
concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the nancial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s
report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Article 113A of the Companies
(Jersey) Law 1991. Our audit work has been undertaken so that we might state to the company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
David Thompson 15 Westferry Circus
(Engagement Partner) Canary Wharf
For and on behalf of PKF Littlejohn LLP London E14 4HD
Recognised Auditor
Independent Auditor’s Report to the Members of
Bay Capital Plc continued
BAY CAPITAL PLC19
Year ended | Year ended | ||
31 December 2023 | 31 December 2022 | ||
Note | £ | £ | |
Administrative expenses | ( | ( | |
Operating loss | 6 | ( | ( |
Interest receivable | |||
Loss on ordinary activities before taxation | ( | ( | |
Taxation charge | 7 | ||
Loss and total comprehensive loss for the year | ( | ( | |
| Loss per share (pence) | |||
Basic and diluted | 8 | ( | ( |
All activities in both the current and the prior year relate to continuing operations.
The notes on pages 23 to 31 form part of these consolidated nancial statements.
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2023
20BAY CAPITAL PLC
31 December | 31 December | 31 December | 31 December | ||||
2023 | 2023 | 2022 | 2022 | ||||
Note | £ | £ | £ | £ | |||
| Current assets | |||||||
Cash and cash equivalents | 11 | ||||||
Trade and other receivables | 12 | ||||||
Total current assets | |||||||
Total assets | |||||||
| Current liabilities | |||||||
Trade and other payables | 13 | ||||||
Total current liabilities | |||||||
Total liabilities | |||||||
Total net assets | |||||||
| Equity | |||||||
Issued share capital | 15 | ||||||
Share premium | 16 | ||||||
Capital redemption reserve | 16 | ||||||
Share-based payment reserve | 18 | ||||||
Retained de | cit | 16 | ( | ( | |||
Total equity |
The consolidated nancial statements were approved and authorised for issue by the Board on 23 April 2024
and were signed on its behalf by:
David Williams
Non-Executive Director
The notes on pages 23 to 31 form part of these consolidated nancial statements.
Consolidated Statement of Financial Position
As at 31 December 2023
BAY CAPITAL PLC21
| Share- | ||||||||
Capital | based | |||||||
Share | Share | redemption | payment | Retained | ||||
capital | premium | reserve | reserve | de | cit | Total | ||
Note | £ | £ | £ | £ | £ | £ | ||
At 1 January 2022 | ( | |||||||
Loss for the year | ( | ( | ||||||
| Transactions with owners | ||||||||
| in their capacity as owners: | ||||||||
Share-based payment | 18 | |||||||
At 31 December 2022 | ( | |||||||
Loss for the year Transactions with owners in their capacity as owners: | ( | ( | ||||||
Share-based payment | 18 | |||||||
At 31 December 2023 | ( |
The notes on pages 23 to 31 form part of these consolidated nancial statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2023
22BAY CAPITAL PLC
Year ended | Year ended | |||
31 December 2023 | 31 December 2022 | |||
£ | £ | |||
| Operating activities | ||||
Loss before taxation | ( | ( | ||
| Adjustments for: | ||||
Interest receivable | ( | ( | ||
Share-based payment charge | ||||
Operating cash | ows before changes in working capital | ( | ( | |
Increase in trade and other receivables | ( | ( | ||
Increase/(decrease) in trade and other payables | ( | |||
Net cash out Financing activities | ows from operating activities | ( | ( | |
Interest received | ||||
Net cash in | ow from | nancing activities | ||
Net decrease in cash and cash equivalents | ( | ( | ||
Cash and cash equivalents at beginning of the year | ||||
Cash and cash equivalents at end of the year | ||||
The notes on pages 23 to 31 form part of these consolidated nancial statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2023
1 General information
The Company was incorporated on 31 March 2021 as Bay Capital Limited, a private limited company under the
laws of Jersey with registered number 134743. On 8 September 2021 the Company was re-registered as an
Company shares were admitted to trading onto the Main Market of the London Stock Exchange. The Company is
the parent company of Bay Capital Subco Limited (a private limited company under the laws of Jersey with
registered number 134744).
The address of its registered of+ce is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey . The Group has
been incorporated for the purpose of identifying suitable acquisition opportunities in accordance with the Groups
investment and acquisition strategy with a view to creating shareholder value. The Group will retain a exible
investment and acquisition strategy which will, subject to appropriate levels of due diligence, enable it to deploy
capital in target companies by way of minority or majority investments, or full acquisitions where it is in the
interests of shareholders to do so. This will include transactions with target companies located in the UK and
internationally.
BAY CAPITAL PLC23
Notes forming part of the Consolidated Financial Statements
For the year ended 31 December 2023
24$$BAY CAPITAL PLC
Notes forming part of the Consolidated Financial Statements
continued
3 Accounting estimates and judgements
In preparing the consolidated 3nancial statements, the Directors have to make judgments on how to apply the Group's
accounting policies and make estimates about the future. The Directors do not consider there to be any critical
estimates or judgments that have been made in arriving at the amounts recognised in the consolidated 3nancial
statements with the exception of the valuation of share-based payments. Please see Note 18 for further details.
4 Employees
Staff costs, including Directors, consist of:
2023 | 2022 | |
£ | £ | |
Wages and salaries | 87,884 | 50,000 |
Pension costs | 1,133 | – |
89,017 | 50,000 |
Pension costs related to the company’s de3ned contribution pension scheme. Contributions outstanding at
31 December 2023 were £1,133 (2022: £Nil).
2023 | 2022 | |
Number | Number | |
The average number of employees, including Directors, during the year was: | 3 | 2 |
BAY CAPITAL PLC$$25
Notes forming part of the Consolidated Financial Statements
continued
26$$BAY CAPITAL PLC
5 Directors’ remuneration
2023 | 2022 | |
£ | £ | |
Directors’ emoluments | 50,000 | 50,000 |
50,000 | 50,000 |
The Chairman’s fees are paid through Rise Rocks Limited, a Company wholly owned by the Chairman. The two
Company Directors and the Company Chief Financial Of3cer are considered the only key management personnel.
In 2023, the total emoluments for key management personnel were £93,365 (2022: £50,000).
2023 | 2022 | |
£ | £ | |
| This has been arrived at after charging: | ||
Professional services | 149,470 | 151,392 |
Acquisition related costs | 1,018,601 | – |
| Fees payable to the Company’s independent auditor for the audit of the parent | ||
and consolidated accounts | 25,000 | 22,000 |
2023 | 2022 | |
£ | £ | |
| Jersey corporation tax | ||
Corporation tax on loss for the year | – | – |
Total taxation on loss on ordinary activities | – | – |
| 2023 2022 | ||
£ | £ | |
Cumulative temporary differences and carry forward tax losses | 1,867,091 | 560,405 |
Unrecognised deferred tax asset on above at 10% (based on the enacted tax rate at the date of signing the 3nancial statements) | 186,709 | 56,041 |
Notes forming part of the Consolidated Financial Statements
continued
BAY CAPITAL PLC$$27
8 Earnings per share
Earnings per share is calculated by dividing the loss after tax for the year by the weighted average number of
shares in issue for the year, these 3gures being as follows:
2023 | 2022 | |
£ | £ | |
Loss used in basic and diluted EPS, being loss after tax | (1,306,686) | (251,321) |
| Adjustments: | ||
Share-based payment charge | 10,979 | 10,979 |
Adjusted earnings used in adjusted EPS | (1,295,707) | (240,342) |
The Subco Incentive Scheme share options (Note 18) have not been included in the diluted EPS on the basis that
they are anti-dilutive, however they may become dilutive in future periods.
2023 | 2022 | |
Number | Number | |
| Weighted average number of ordinary shares of 1p each used as the denominator | ||
in calculating basic and diluted EPS | 70,000,000 | 70,000,000 |
| Loss per share | ||
Basic and diluted | (1.87p) | (0.36p) |
Adjusted – basic and diluted | (1.85p) | (0.34p) |
9 Adjusted earnings before interest, tax, depreciation and amortisation
(Adjusted EBITDA)
2023 | 2022 | |
£ | £ | |
Operating loss | (1,357,452) | (253,635) |
EBITDA loss | (1,357,452) | (253,635) |
Share-based payment charge | 10,979 | 10,979 |
Adjusted EBITDA loss | (1,346,473) | (242,656) |
Proportion of | Proportion of | |||
A ordinary | B ordinary | |||
Nature | Country of | shares held | shares held | |
Subsidiary | of business | incorporation | by Company | by Company |
Bay Capital Subco Limited | Intermediate holding | Jersey, Channel | 100 per cent. | 0 per cent. |
company | Islands |
Notes forming part of the Consolidated Financial Statements
continued
28$$BAY CAPITAL PLC
2023 | 2022 | |
£ | £ | |
Cash and cash equivalents | 6,067,461 | 6,458,073 |
6,067,461 | 6,458,073 |
2023 | 2022 | |
£ | £ | |
Prepayments | 8,079 | 8,022 |
8,079 | 8,022 |
2023 | 2022 | |
Current trade and other payables | £ | £ |
Accruals | 948,263 | 53,522 |
Other tax and social security | 8,136 | – |
Payroll related creditors | 2,275 | – |
958,674 | 53,522 |
| Financial assets measured at | |||
| amortised cost | |||
2023 | 2022 | ||
£ | £ | ||
Current | nancial assets | ||
Cash and cash equivalents | 6,067,461 | 6,458,073 | |
6,067,461 | 6,458,073 |
| Financial liabilities measured at | |||
| amortised cost | |||
2023 | 2022 | ||
£ | £ | ||
Current | nancial liabilities | ||
Accruals | 948,263 | 53,522 | |
Payroll related creditors | 2,275 | – | |
950,538 | 53,522 |
Notes forming part of the Consolidated Financial Statements
continued
BAY CAPITAL PLC$$29
Less | More | |||
than 1 year | 2 to 5 Years | than 5 years | Total | |
£ | £ | £ | £ | |
Accruals | 948,263 | – | – | 948,263 |
Payroll related creditors | 2,275 | – | – | 2,275 |
At 31 December 2023 | 950,538 | – | – | 950,538 |
| Allotted, called up and fully paid | ||||
2023 | 2022 | 2023 | 2022 | |
Number | Number | £ | £ | |
Ordinary shares of 1p each: | 70,000,000 | 70,000,000 | 700,000 | 700,000 |
At 31 December | 70,000,000 | 70,000,000 | 700,000 | 700,000 |
17 Share Incentive Plan
On 14 September 2021, the Group created a Subco Incentive Scheme within its wholly owned subsidiary Bay
Capital Subco Limited ("Subco"). Under the terms of the Subco Incentive Scheme, scheme participants are only
rewarded if a predetermined level of shareholder value is created over a three to 3ve year period or upon a change
of control of the Company or Subco (whichever occurs 3rst), calculated on a formula basis by reference to the
growth in market capitalisation of the Company, following adjustments for the issue of any new Ordinary shares
and taking into account dividends and capital returns ("Shareholder Value"), realised by the exercise by the
bene3ciaries of a put option in respect of their shares in Subco and satis3ed either in cash or by the issue of new
ordinary shares at the election of the Company.
Under these arrangements in place, participants are entitled to up to a share of 15 percent of the Shareholder
Value created, subject to such Shareholder Value having increased by at least 10 percent. per annum compounded
over a period of between three and 3ve years from admission or following a change of control of the Company or
Subco.
Notes forming part of the Consolidated Financial Statements
continued
18 Share-based payments
The Subco Incentive Scheme detailed in Note 17 is an equity-settled share option plan which allows employees
and advisors of the Group to sell their B shares to the Company in exchange for a cash payment or for shares in
the Company (at the Company’s election) if certain conditions are met.
These conditions include good and bad leaver provisions and that growth in Shareholder Value of 10 percent
compound per annum is delivered over a three to 3ve year period for the scheme to vest. This second condition
is therefore a market condition which has been taken into account in the measurement at grant date of the fair
value of the options.
The weighted average exercise price of the outstanding B share options is £0.10 which have a weighted average
contractual life remaining of 2 years 9 months. 110,000 B share options were issued in the nine-month period to
31 December 2021, all of which were outstanding at the current year end. No B share options were exercised in
the current or prior period. No B share options have expired during the current or prior period.
The Group recognised £10,979 (2022: £10,979) of expenditure statement of total comprehensive income in relation
to equity-settled share-based payments in the year.
The fair value of options was determined by applying a binominal model. The expense is apportioned over the
vesting period of the option and is based on the number which are expected to vest and the fair value of these
options at the date of grant.
The inputs into the binomial model in respect of options granted in the prior period are as follows:
Opening share price | 10.0p |
Expected volatility of share price | 16.67% |
Expected life of options | 5 years |
Risk-free rate | 0.73% |
Target increase in share price per annum | 10% |
Fair value of options | 50.342p |
Expected volatility was estimated by reference to the average 5-year volatility of the FTSE SmallCap Index.
The target increase in Shareholder Value is laid out in the Articles of Association of the Subco and represents the
compounded target annual increase in market capitalisation (adjusted for capital raises and dividends) that needs
to be met between the third and 3fth anniversary of the Group’s admission onto the London Stock Exchange in
order for the scheme to vest.
The Group did not enter into any share-based payment transactions with parties other than employees and
advisors during the current or prior period.
30$$BAY CAPITAL PLC
Notes forming part of the Consolidated Financial Statements
continued
20 Post balance sheet events
There are no events subsequent to the reporting date which would have a material impact on the 3nancial
statements.
BAY CAPITAL PLC$$31
Notes forming part of the Consolidated Financial Statements
continued
Year ended Year ended
31 December 2023 31 December 2022
£ £
Administrative expenses (1,357,452) (253,635)
Operating loss (1,357,452) (253,635)
Interest receivable 50,766 2,314
Loss on ordinary activities before taxation (1,306,686) (251,321)
Taxation charge – –
Loss and total comprehensive loss for the year (1,306,686) (251,321)
All activities in both the current and the prior year relate to continuing operations.
32BAY CAPITAL PLC
Company Statement of Comprehensive Income
For the year ended 31 December 2023
The notes on pages 35 to 37 form part of these nancial statements.
31 December 31 December 31 December 31 December
2023 2023 2022 2022
Note ££££
Non-current assets
Investment in subsidiaries 3 10 10
Current assets
Cash and cash equivalents 4 6,067,461 6,458,073
Trade and other receivables 5 8,079 8,022
Total current assets 6,075,540 6,466,095
Total assets 6,075,550 6,466,105
Current liabilities
Trade and other payables 6 958,684 53,532
958,684 53,532
Total liabilities 958,684 53,532
Total net assets 5,116,866 6,412,573
Equity
Issued share capital 7 700,000 700,000
Share premium 6,258,748 6,258,748
Capital redemption reserve 2 2
Share-based payment reserve 25,207 14,228
Retained decit (1,867,091) (560,405)
Shareholders’ funds 5,116,866 6,412,573
The Company nancial statements were approved and authorised for issue by the Board on 23 April 2024
and were signed on its behalf by:
David Williams
Non-Executive Director
BAY CAPITAL PLC33
Company Statement of Financial Position
As at 31 December 2023
The notes on pages 35 to 37 form part of these nancial statements.
Share-
Capital based
Share Share redemption payment Retained
capital premium reserve reserves decit Total
Note £ £ £ £ £ £
At 1 January 2022 700,000 6,258,748 2 3,249 (309,084) 6,652,915
Loss for the year – – – – (251,321) (251,321)
Transactions with owners in
their capacity as owners:
Share-based payment – – – 10,979 – 10,979
At 31 December 2022 700,000 6,258,748 2 14,228 (560,405) 6,412,573
Loss for the year Transactions with
owners in their capacity as owners: – – – – (1,306,686) (1,306,686)
Share-based payment – – – 10,979 – 10,979
At 31 December 2023 700,000 6,258,748 2 25,207 (1,867,091) 5,116,866
34BAY CAPITAL PLC
Company Statement of Changes in Equity
For the year ended 31 December 2023
The notes on pages 35 to 37 form part of these nancial statements.
BAY CAPITAL PLC35
Notes forming part of the Company Financial Statements
For the year ended 31 December 2023
1 Accounting policies
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods
presented in theses consolidated 1nancial statements.
The principal policies adopted in the preparation of the company 1nancial statements are as follows:
(a) Basis of preparation
These 1nancial statements have been prepared in accordance with the requirements of FRS 101 “Reduced
disclosure Framework”, the Financial Reporting Standard applicable in the UK and the requirements of the
Companies (Jersey) Law 1991.
The 1nancial statements are prepared on the historical cost basis.
(b) Investments
Investments in subsidiary undertakings are stated at cost unless, in the opinion of the Directors, there has been
impairment to their value, in which case they are written down to their recoverable amount.
(c) Functional and presentational currency
The Company’s functional and presentational currency for these 1nancial statements is the pound sterling.
(d) Going concern
See note 2 of the consolidated 1nancial statements.
(e) Financial assets and liabilities
The Company’s 1nancial assets and liabilities comprise of cash and trade and other payables.
Trade and other payables are not interest bearing and are stated at their amortised cost.
(f) Taxation
Current tax is the expected tax payable on the taxable income for the year.
(g) Disclosure exemptions adopted
In preparing these 1nancial statements the Company has taken advantage of disclosure exemptions conferred
by FRS101. Therefore, these 1nancial statements do not include:
l Certain disclosures regarding the Company's capital
l A statement of cash ows
l The effect of future accounting standards not yet adopted
l The disclosure of the remuneration of key management personnel; and
l Disclosure of related party transactions with other wholly owned members of the Group headed by Bay
Capital Plc.
In addition, and in accordance with FRS101 further disclosure exemptions have been adopted because equivalent
disclosures are included in the consolidated 1nancial statements of Bay Capital Plc. These 1nancial statements
do not include certain disclosures in respect of:
l Share-based payments
l Impairment of assets
l Disclosures required in relation to 1nancial instruments and capital management
36BAY CAPITAL PLC
Notes forming part of the Company Financial Statements
continued
(h) Judgements and key areas of estimation uncertainty
In preparing the Company 1nancial statements, the Directors have to make judgments on how to apply the
Company's accounting policies and make estimates about the future. The Directors do not consider there to be
any critical estimates or judgments that have been made in arriving at the amounts recognised in the Company
1nancial statements.
2 Employees
Staff costs, including Directors, consist of:
2023 2022
£ £
Wages and salaries 87,884 50,000
Pension costs 1,133 –
89,017 50,000
2023 2022
Number Number
The average number of employees, including Directors, during the year was: 3 2
The Chairman’s fees are paid through Rise Rocks Limited, a Company wholly owned by the Chairman. See note 4
of the group 1nancial statements for further details on pension costs.
3 Investment in subsidiaries
Shares in
subsidiary
undertakings
£
Cost and net book value
At 31 December 2022 and 31 December 2023 10
Details of the Company’s subsidiaries are shown in Note 10 of the consolidated 1nancial statements.
4 Cash and cash equivalents
2023 2022
££
Cash and cash equivalents 6,067,461 6,458,073
6,067,461 6,458,073
5 Trade and other receivables
2023 2022
££
Prepayments 8,079 8,022
8,079 8,022
All amounts shown under receivables fall due for payment within one year.
BAY CAPITAL PLC37
Notes forming part of the Company Financial Statements
continued
6 Trade and other payables
2023 2022
££
Amounts due to subsidiary undertakings 10 10
Accruals 948,263 53,522
Other tax and social security 8,136 –
Payroll related creditors 2,275 –
Accruals 958,684 53,532
Amounts due to subsidiary undertakings are interest-free and repayable on demand.
7 Share capital
Allotted, called up and fully paid
2023 2022 2023 2022
Number Number £ £
Ordinary shares of 1p each 70,000,000 70,000,000 700,000 700,000
8 Related party transactions
Transactions with other Group companies have not been disclosed as permitted by FRS101, as the Group
companies are wholly owned. See note 19 of the consolidated 1nancial statements for further details.
9 Contingent liabilities
There are no contingent liabilities at the reporting date which would have a material impact on the 1nancial
statements.
10 Post balance sheet events
See note 20 to the consolidated 1nancial statements.
11 Ultimate controlling party
In the opinion of the Directors, there is no single ultimate controlling party.
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