XLON:BAY ESEF Annual Report
BAY CAPITAL PLC (XLON:BAY)
ESEF Annual Report
2025-05-20
For: 2024-12-31
View Original
Added on
September 22, 2026
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ANNUAL
REPORT
AND
ACCOUNTS
for the year ended 31 December 2024
Incorporated and registered in Jersey under the Companies (Jersey) Law 1991
with registered number 134743
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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
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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 Office
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
Butterfield 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 8NR
BAY CAPITAL PLC
3
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Chairman’s
Statement
I am pleased to present the financial results for Bay Capital Plc (“Bay”, or the “Company”) and its subsidiary
(together the “Group”) for the year ended 31 December 2024.
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.
The challenging geopolitical and economic climate we faced during the year has continued into 2025, and this
has undoubtedly meant the pursuit of our inaugural acquisition has taken longer than we first anticipated.
We are resolute in our focus on doing the right deal for shareholders and we remain positive about the value
creation opportunity within our sectors of focus across the broader industrials market.
As a business we continue to manage and mitigate cost exposure, which allows us to evaluate and advance a
number of potential transactions from our acquisitions pipeline from a position of strength.
I would like to take this opportunity to thank once again our loyal shareholders for their continued support. We
anticipate 2025 to be another important year for Bay and look forward to updating in due course as our plans
progress.
Peter Tom CBE
Chairman
29 April 2025
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Report of the Directors
4
BAY CAPITAL PLC
The Directors of the Company present their report for the year ended 31 December 2024.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
RESULTS
During the year, Bay recorded a loss of £550,616 (2023: loss of £1,306,686) and the loss per share was 0.79p
(2023: loss per share of 1.87p), reflecting 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 £4,659,886 (2023:
£6,067,461).
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 10 April 2025 was £4,541,055, and excluding the consummation of any investment or acquisition
which will likely require specific funding, have adequate resources available to fund the on-going forecasted
operating expenses for at least twelve months following approval of the financial statements. The Directors,
therefore, have made an informed judgement, at the time of approving the financial 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 financial statements (see Note 2(d)).
RISK MANAGEMENT
In order to execute the Group’s strategy, the Company and its subsidiaries will be exposed to both financial and
non-financial risks. The Board has overall responsibility for the Group’s risk management and it is the Board’s
role to consider whether those risks identified 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.
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Report of the Directors
continued
BAY CAPITAL PLC
5
As the Company had not completed its first investment or acquisition in the period, it has limited financial
statements and/or historical financial 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,
financial 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 financial 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 flow interest rate risk: the Group has significant 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 financial year to have been low. Refer to Note 14 for assessment
of the risks arising from financial instruments.
Non-financial Risk Management
The non-financial risk factors for the year ended 31 December 2024 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 first 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 significant post balance sheet events. See Note 20.
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Report of the Directors
continued
6
BAY CAPITAL PLC
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 fixed income. As at 31 December 2024, there were 70,000,000
ordinary shares of 1p par value each in issue.
SIGNIFICANT SHAREHOLDERS
As at 10 April 2025, the Company had been advised of the following notifiable interests (whether directly or
indirectly held) in voting rights.
Name
Shareholding
Percentage
Hermco
Property Limited*
15,000,000
21.4%
JIM Nominees Limited
14,759,802
21.1%
David Williams
14,250,000
20.4%
Huntress (CI) Nominees Limited
5,224,980
7.5%
* Nominee entity holding indirect and direct interests of Peter Tom CBE, Chairman of the Company
As at 10 April 2025, 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 office during the year and their beneficial interest in the share capital of the Company at
31 December 2024 were as follows:
31 December 2024
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-profile
executive and non-executive roles serving publicly listed and private organisations in the industry, sport and the
not-for-profit 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 Officer 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 President 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.
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Report of the Directors
continued
BAY CAPITAL PLC
7
David Williams Non-Executive Director
David has significant 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 benefits 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
Director
Salary
£
Benefits
in
kind
£
2024
Total
£
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 five year period or upon a change of control
of the Company or Subco (whichever occurs first), 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 beneficiaries of
a put option in respect of their shares in Subco and satisfied 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 five 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.
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Report of the Directors
continued
8
BAY CAPITAL PLC
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 first 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 2024 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 fiduciary 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 flow 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
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Report of the Directors
continued
BAY CAPITAL PLC
9
(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, defining the business plan and strategy and managing
the financial 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 first material investment or acquisition.
The Company will seek to develop its corporate governance position, and will address key differences to the QCA
Code. Specifically, it is anticipated this will include:
i.
the augmentation of the Board with suitably qualified 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 financial 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
identified on a timely basis and dealt with appropriately.
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Report of the Directors
10 BAY CAPITAL PLC
continued
The Group maintains an appropriate process for financial 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 confidentiality 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 Official 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 significant deficiencies have come to light during the period and no weaknesses
in internal financial control have resulted in any material losses, or contingencies which would require disclosure,
as recommended by the guidance for Directors on reporting on internal financial control.
The Directors are focused on careful management of the Group’s cash and financial resources through Board
level approvals. At such time that the Group completes an acquisition, the Directors anticipate that the Group’s
financial 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 first 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 filings
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
conflicts, or possibly may conflict, with the interests of the Company. The Board has satisfied itself that there are
no conflicts 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 conflict of interest, and therefore believes it has a robust framework to deal with
any conflict of interest should it arise.
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Report of the Directors
continued
BAY CAPITAL PLC
11
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 confirm to the best of their knowledge that:
•
the financial statements, prepared in accordance with the relevant financial reporting framework, give a true
and fair view of the assets, liabilities, financial position and profit or loss of the Group and Company and the
undertakings included in the consolidation taken as whole;
•
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
•
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
29 April 2025
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12 BAY CAPITAL PLC
Statement
of
Directors’
Responsibilities
The Directors are responsible for preparing the Directors’ report and the financial statements in accordance with
applicable law and regulations.
Jersey Company law requires the directors to prepare financial statements for each financial year. Under that law
the directors have elected to prepare the financial statements in accordance with UK adopted International
Financial Reporting Standards (“IFRS”). 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 Group and
Company and of the profit or loss of the Group for that year.
In preparing these financial statements, the Directors are required to:
•
select suitable accounting policies and then apply them consistently;
•
make judgements and estimates that are reasonable and prudent;
•
state whether the Group financial statements have been prepared in accordance with IFRS as adopted by
the United Kingdom;
•
state whether the Company financial statements have been prepared in accordance with FRS 101 “Reduced
Disclosure Framework”; 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 proper accounting records that are sufficient to show and explain the
Group and Company’s transactions and disclose with reasonable accuracy at any time the financial position of
the Group and Company and enable them to ensure that the financial 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.
29 April 2025
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BAY CAPITAL PLC
13
Independent Auditor’s Report to the Members of
Bay Capital Plc
Opinion
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 financial 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 financial statements in the UK,
including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
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14 BAY CAPITAL PLC
Independent Auditor’s Report to the Members of
Bay Capital Plc
continued
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial 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:
•
Obtaining and reviewing management’s going concern assessment model and associated going concern
assumptions paper;
•
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;
•
Identifying and evaluating subsequent events impacting the going concern assessment;
•
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
•
Reviewing the disclosure in the financial statements to confirm 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 identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant 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 financial 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 financial statements are free from material misstatement, we define
materiality as a magnitude of misstatement, including omission, that makes it probable that the economic
decisions of a reasonably knowledgeable person, relying on the financial statements, would be changed, or
influenced. 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 financial 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 financial statements as a whole.
In determining materiality and performance materiality, we considered the following factors:
•
our cumulative knowledge of the group and its environment;
•
the change in the level of judgement required in respect of the key accounting estimates;
•
significant transactions during the year;
•
the stability in key management personnel; and
•
the level of misstatements identified in prior periods.
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BAY CAPITAL PLC
15
Independent Auditor’s Report to the Members of
Bay Capital Plc
continued
The materiality and performance materiality for the significant components are calculated considering the same
factors as for group.
Materiality for the group financial statements as a whole was set at £93,000 (2023 – £255,000). This was
calculated as 2% of net assets (2023 – 5% of net assets). Using our professional judgement, we have determined
this to be the principal benchmark within the financial statements as the group is non-operational currently.
Materiality for the parent company of the group was set at £88,000 (2023 – £242,000) calculated as 95% of group
materiality (2023 – 95% of group materiality). Performance materiality for the group financial statements was
set at £65,000 (2023 – £165,000) being 70% of materiality (2023 – 65% of materiality) for the financial statements
as a whole. The benchmark of 70% 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 £62,000 (2023 – £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 identified
through our audit with a value in excess of £4,500 for the group (2023 – £12,750). 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 significant 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 financial statements.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion on
the financial 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 significant component.
We performed a full scope audit on the significant component. The work on the significant component of the
group has been performed by us as group auditor. We have performed specified review procedures on the non-
significant component.
The scope of our audit was based on significance of operations and materiality. Each component was assessed
as to whether they were significant or not to the group by either their size or risk. The parent company was
considered significant due to identified risks and the size of the company.
In designing our audit approach, we considered those areas which were deemed to involve significant judgement
and estimation by the directors. It was identified that there were no areas which were deemed to involve significant
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 significance in our audit of
the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, 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 financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
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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
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.
Our work in this area included:
•
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 financial reporting process about
inappropriate or unusual activity relating to the
processing of journals;
•
Reviewing accounting estimates, judgements, and
assumptions within the financial statements for
evidence of management bias, and agreeing them to
appropriate supporting documentation; and
•
Evaluating whether there is a clear business rationale
to support any significant transactions outside the
normal course of the business of the entity, or
transactions which otherwise appear to be unusual in
nature.
Other information
The other information comprises the information included in the annual report, other than the financial statements
and our auditor’s report thereon. The directors are responsible for the other information contained within the
annual report. Our opinion on the group and parent company financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material misstatement in the financial
statements themselves.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
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:
•
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
•
the parent company financial statements are not in agreement with the accounting records and returns.
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BAY CAPITAL PLC
17
Independent Auditor’s Report to the Members of
Bay Capital Plc
continued
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 financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the group and parent company financial 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 financial statements
Our objectives are to obtain reasonable assurance about whether the financial 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 influence the economic decisions of users taken on the basis of these financial 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:
•
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 financial
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 specific audit
team based on experience with auditing entities within a similar industry facing similar audit and business
risks.
•
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.
•
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.
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18 BAY CAPITAL PLC
Independent Auditor’s Report to the Members of
Bay Capital Plc
continued
•
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 significant transactions that are unusual or outside the normal course of
business.
•
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 financial 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 reflected
in the financial 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 financial 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.
15 Westferry Circus
(Engagement Partner)
Canary
Wharf
For and on behalf of PKF Littlejohn LLP
London E14 4HD
Recognised Auditor
29 April 2025
David Thompson
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BAY CAPITAL PLC
19
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
Year ended | Year ended | ||
31 December 2024 | 31 December 2023 | ||
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 financial statements.
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20 BAY CAPITAL PLC
Consolidated Statement of Financial Position
As
at 31 December 2024
| 31 December | 31 December | 31 December | 31 December | ||
2024 | 2024 | 2023 | 2023 | ||
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 deficit | 16 | ( | ( | ||
Total equity |
29 April 2025
The notes on pages 23 to 31 form part of these consolidated financial statements.
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BAY CAPITAL PLC
21
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
Share- | |||||||
| Capital | based | ||||||
Share | Share | redemption | payment | Retained | |||
capital | premium | reserve | reserve | deficit | Total | ||
Note | £ | £ | £ | £ | £ | £ | |
At 1 January 2023 | ( | ||||||
Loss for the year | ( | ( | |||||
Transactions with owners | |||||||
in their capacity as owners: | |||||||
Share -based payment | 18 | ||||||
At 31 December 2023 | ( | ||||||
Loss for the year | |||||||
Transactions with owners | |||||||
in their capacity as owners: | ( | ( | |||||
Share-based payment | 18 | ||||||
At | ( |
The notes on pages 23 to 31 form part of these consolidated financial statements.
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22 BAY CAPITAL PLC
Consolidated Statement of Cash Flows
For
the year ended 31 December 2024
| Year ended | Year ended | |
| 31 December 2024 | 31 December 2023 | |
£ | £ | |
Operating activities | ||
Loss before taxation | ( | ( |
Adjustments for: | ||
Interest receivable | ( | ( |
Share -based payment charge | ||
Operating cash flows before changes in working capital | ( | ( |
Increase in trade and other receivables | ( | ( |
(Decrease)/Increase in trade and other payables | ( | |
Net cash outflows from operating activities | ( | ( |
Financing activities | ||
Interest received | ||
Net cash inflow from financing 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 financial statements.
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BAY CAPITAL PLC
23
Notes forming part of the Consolidated Financial
Statements
For the year ended 31 December 2024
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 office 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 flexible
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.
2
Accounting
policies
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods
presented in these consolidated financial statements.
The principal policies adopted in the preparation of the consolidated financial statements are as follows:
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24 BAY CAPITAL PLC
Notes forming part of the Consolidated Financial
Statements
continued
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BAY CAPITAL PLC
25
Notes forming part of the Consolidated Financial
Statements
continued
3
Accounting estimates and judgements
In preparing the consolidated financial 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
financial 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:
| 2024 | 2023 | |
| £ | £ | |
Wages and salaries | 246,411 | 87,884 |
Pension costs | 5,850 | 1,133 |
| 252,261 | 89,017 |
Pension costs related to the company’s defined contribution pension scheme. Contributions outstanding at 31
December 2024 were £488 (2023: £1,133).
2024 | 2023 | |
| Number | Number | |
| average number of employees, including Directors, during the year was: | 3 | 3 |
The
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26 BAY CAPITAL PLC
Notes forming part of the Consolidated Financial
Statements
continued
2024 | 2023 | |
| £ | £ | |
Directors’ emoluments | 50,000 | 50,000 |
| 50,000 | 50,000 |
2024 | 2023 | |
| £ | £ | |
| This has been arrived at after charging: | ||
| Professional services | 226,843 | 149,470 |
| Acquisition related costs | 60,031 | 1,018,601 |
| Fees payable to the Company’s independent auditor for the audit of the parent | ||
| and consolidated accounts | 25,000 | 25,000 |
2024 | 2023 | |
| £ | £ | |
| Jersey corporation tax | ||
| Corporation tax on loss for the year | – | – |
| Total taxation on loss on ordinary activities | – | – |
| 2024 | 2023 | |
| £ | £ | |
Cumulative temporary differences and carry forward tax losses | 2,417,707 | 1,867,091 |
Unrecognised deferred tax asset on above at 10% (based on the enacted tax rate at the date of signing the financial statements) | 241,771 | 186,709 |
Docusign Envelope ID: 8879036F-026D-40B0-B99D-2C74E5EAF01C
BAY CAPITAL PLC
27
Notes forming part of the Consolidated Financial
Statements
continued
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 figures being as follows:
2024 | 2023 | |
| £ | £ | |
Loss used in basic and diluted EPS, being loss after tax | (550,616) | (1,306,686) |
Adjustments: | ||
Share-based payment charge | 10,981 | 10,979 |
Adjusted earnings used in adjusted EPS | (539,635) | (1,295,707) |
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.
2024 | 2023 | |
| 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 | (0.79p) | (1.87p) |
Adjusted – basic and diluted | (0.77p) | (1.85p) |
9
Adjusted earnings before interest, tax, depreciation and amortisation
(Adjusted EBITDA)
2024 | 2023 | |
| £ | £ | |
Operating loss | (587,513) | (1,357,452) |
EBITDA loss | (587,513) | (1,357,452) |
Share -based payment charge | 10,981 | 10,979 |
Adjusted EBITDA loss | (576,532) | (1,346,473) |
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 |
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28 BAY CAPITAL PLC
Notes forming part of the Consolidated
Statements
Financial
continued
| 2024 | 2023 | |
£ | £ | |
Cash and cash equivalents | 4,659,886 | 6,067,461 |
| 4,659,886 | 6,067,461 |
| 2024 | 2023 | |
| £ | £ | |
Prepayments | 9,011 | 8,079 |
| 9,011 | 8,079 |
2024 | 2023 | |
Current trade and other payables | £ | £ |
Accruals | 80,100 | 948,263 |
Other tax and social security | 5,391 | 8,136 |
Payroll related creditors | 6,175 | 2,275 |
| 91,666 | 958,674 |
| Financial assets measured at | ||
| amortised cost | ||
| 2024 | 2023 | |
| £ | £ | |
Current financial assets | ||
Cash and cash equivalents | 4,659,886 | 6,067,461 |
| 4,659,886 | 6,067,461 |
| Financial liabilities measured at | ||||
| amortised cost | ||||
| 2024 | 2023 | |||
| £ | £ | |||
Current | financial | liabilities | ||
Accruals | 80,100 | 948,263 | ||
Payroll related creditors | 6,175 | 2,275 | ||
| 86,275 | 950,538 |
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BAY CAPITAL PLC
29
Notes forming part of the Consolidated Financial
Statements
continued
| Less | More | |||
| than 1 year | 2 to 5 Years | than 5 years | Total | |
£ | £ | £ | £ | |
Accruals | 80,100 | – | – | 80,100 |
Payroll related creditors | 6,175 | – | – | 6,175 |
At 31 December 2024 | 86,275 | – | – | 86,275 |
| Allotted, | called | up | and fully paid | |||
| 2024 | 2023 | 2024 | 2023 | |||
| 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 five year period or upon a change
of control of the Company or Subco (whichever occurs first), 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
beneficiaries of a put option in respect of their shares in Subco and satisfied 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 five years from admission or following a change of control of the Company or
Subco.
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30 BAY CAPITAL PLC
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 five 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 1 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 £10,981 (2023: £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 fifth 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.
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BAY CAPITAL PLC
31
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 financial
statements.
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32 BAY CAPITAL PLC
Company Statement of Comprehensive Income
For
the year ended 31 December 2024
Year ended
31 December 2024
£
Year ended
31 December 2023
£
Administrative
expenses
(587,513)
(1,357,452)
Operating loss
(587,513)
(1,357,452)
Interest
receivable
36,897
50,766
Loss
on ordinary activities before taxation (550,616)
(1,306,686)
Taxation
charge
–
–
Loss
and total comprehensive loss for the year (550,616)
(1,306,686)
All activities in both the current and the prior year relate to continuing operations.
The notes on pages 35 to 37 form part of these financial statements.
Docusign Envelope ID: 8879036F-026D-40B0-B99D-2C74E5EAF01C
BAY CAPITAL PLC
33
Company Statement of Financial Position
As
at 31 December 2024
31 December
31 December
31 December
31 December
Note
2024
£
2024
£
2023
£
2023
£
Non-current assets
Investment
in subsidiaries
3
10
10
Current
assets
Cash and cash equivalents
4
4,659,886
6,067,461
Trade
and other receivables
5
9,011
8,079
Total
current
assets
4,668,897
6,075,540
Total
assets
4,668,907
6,075,550
Current
liabilities
Trade
and other payables
6
91,676
958,684
91,676
958,684
Total
liabilities
91,676
958,684
Total
net
assets
4,577,231
5,116,866
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
36,188
25,207
Retained
deficit
(2,417,707)
(1,867,091)
Shareholders’
funds
4,577,231
5,116,866
The Company financial statements were approved and authorised for issue by the Board on 29 April 2025
and were signed on its behalf by:
David Williams
Non-Executive Director
29 April 2025
The notes on pages 35 to 37 form part of these financial statements.
Docusign Envelope ID: 8879036F-026D-40B0-B99D-2C74E5EAF01C
34 BAY CAPITAL PLC
Company Statement of Changes in Equity
For the year ended 31 December 2024
Capital
Share-
based
Share
capital
Share
premium
redemption
reserve
payment
reserves
Retained
deficit
Total
Note
£
£
£
£
£
£
At
1 January 2023
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:
Share
-based payment
–
–
–
–
–
–
–
10,979
(1,306,686)
–
(1,306,686)
10,979
At 31 December 2023
700,000
6,258,748
2
25,207
(1,867,091)
5,116,866
Loss for the year
Transactions
with owners in
their capacity as owners:
Share
-based payment
–
–
–
–
–
–
–
10,981
(550,616 )
–
(550,616)
10,981
At 31 December 2024
700,000
6,258,748
2
36,188
(2,417,707)
4,577,231
The notes on pages 35 to 37 form part of these financial statements.
Docusign Envelope ID: 8879036F-026D-40B0-B99D-2C74E5EAF01C
Notes forming part of the Company Financial Statements
BAY CAPITAL PLC
35
For the year ended 31 December 2024
1
Accounting
policies
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods
presented in theses consolidated financial statements.
The principal policies adopted in the preparation of the company financial statements are as follows:
(a)
Basis of preparation
These financial 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 financial 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 financial statements is the pound sterling.
(d)
Going concern
See note 2 of the consolidated financial statements.
(e)
Financial assets and liabilities
The Company’s financial 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 financial statements the Company has taken advantage of disclosure exemptions conferred
by FRS101. Therefore, these financial statements do not include:
•
Certain disclosures regarding the Company’s capital
•
A statement of cash flows
•
The effect of future accounting standards not yet adopted
•
The disclosure of the remuneration of key management personnel; and
•
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 financial statements of Bay Capital Plc. These financial statements
do not include certain disclosures in respect of:
•
Share-based payments
•
Impairment of assets
•
Disclosures required in relation to financial instruments and capital management
Docusign Envelope ID: 8879036F-026D-40B0-B99D-2C74E5EAF01C
36 BAY CAPITAL PLC
Notes forming part of the Company Financial Statements
continued
(h)
Judgements and key areas of estimation uncertainty
In preparing the Company financial 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
financial statements.
2
Employees
Staff costs, including Directors, consist of:
2024
£
2023
£
Wages
and salaries
246,411
87,884
Pension
costs
5,850
1,133
252,261
89,017
2024
Number
2023
Number
The
average number of employees, including Directors, during the year was: 3
3
The Chairman’s fees are paid through Rise Rocks Limited, a Company wholly owned by the Chairman. See note
4 of the group financial statements for further details on pension costs.
3
Investment in subsidiaries
Shares in subsidiary undertakings
Cost and net book value
Shares in
subsidiary
undertakings
£
At 31 December 2023 and 31 December 2024 10
Details of the Company’s subsidiaries are shown in Note 10 of the consolidated financial statements.
4
Cash and cash equivalents
2024 2023
£
£
Cash and cash equivalents
4,659,886
6,067,461
4,659,886 6,067,461
5
Trade and other receivables
2024
£
2023
£
Prepayments
9,011
8,079
9,011
8,079
All amounts shown under receivables fall due for payment within one year.
Docusign Envelope ID: 8879036F-026D-40B0-B99D-2C74E5EAF01C
Notes forming part of the Company Financial Statements
BAY CAPITAL PLC
37
continued
6
Trade and other payables
2024
£
2023
£
Amounts
due to subsidiary undertakings
10
10
Accruals
80,100
948,263
Other
tax and social security 5,391
8,136
Payroll
related creditors
6,175
2,275
Accruals
91,676
958,684
Amounts
due to subsidiary undertakings are interest-free and repayable on demand.
7
Share
capital
Allotted,
called
up
and
fully
paid
2024
Number
2023
Number
2024
£
2023
£
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 financial statements for further details.
9
Contingent
liabilities
There are no contingent liabilities at the reporting date which would have a material impact on the financial
statements.
10
Post balance sheet events
See note 20 to the consolidated financial statements.
11
Ultimate controlling party
In the opinion of the Directors, there is no single ultimate controlling party.
Docusign Envelope ID: 8879036F-026D-40B0-B99D-2C74E5EAF01C
Perivan.com
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