Half-year Results

Bay Capital Plc (LSE: BAY) announces its unaudited condensed interim results for the six months to 30 June 2024 (the "Interim Report").

Peter Tom CBE, Chairman, said:

"During the financial year we have continued to evaluate acquisition opportunities from our M&A pipeline, particularly within those industrial and construction sectors that remain fragmented and ripe for consolidation.

"A number of active discussions with high quality businesses continue, and while the prevailing economic environment remains challenging, we are positive about the strategic opportunity for Bay and its shareholders, and will update in due course as our plans develop."

Strategy

The Company was established in 2021 to pursue opportunities in the industrial, construction and business services sectors.

The Company has a flexible approach, enabling it to deploy capital in minority, majority or outright ownership investments across the UK and internationally. The Directors aim to identify fundamentally sound assets, where tangible opportunities exist to drive strategic, operational and performance improvements.

The Company is the parent company of Bay Capital Subco Limited (a private limited company under the laws of Jersey with registered number 134744) and together will be referred to as the "Group" in these accounts.

Results and developments in the six month period to 30 June 2024

The Group's loss after taxation was £283,896 (six month period to 30 June 2023: £171,789), principally reflecting operating expenses incurred as a listed business and acquisition activities of £304,310 (six month period to 30 June 2023: £199,010).

The Group generated a loss per share of 0.4 pence (six month period to 30 June 2023: loss per share of 0.2 pence).

As at 30 June 2024, the Group's cash balance was £4,893,053 (31 December 2023: £6,067,461).

On 18 June 2024, the Company held its Annual General Meeting at which all resolutions were unanimously passed.

Risks

As the Company has yet to complete an investment or acquisition, it has limited financial statements, historical financial data and trading history. As such, during the period the Group and Company were subject to the risks and uncertainties associated with those of an early-stage acquisition company.

The Directors are of the opinion that these risks, which were detailed in Bay's published final results for the financial year ended 31 December 2023, remain applicable to the Group and Company.

Dividend

At this point in the Company's development, it does not anticipate declaring any dividends in the foreseeable future. The Directors will determine an appropriate dividend policy for the Company following its inaugural investment or acquisition.

Outlook

During the period, and post period end, Bay has continued to pursue its investment and acquisition strategy and is currently assessing opportunities across the industrial and construction sectors. The Directors have identified, and continue to evaluate, a number of successful companies with high quality management teams that are seeking to partner with, and leverage the benefits of, the Board's experience and that of the wider Bay team. The Directors look forward to updating shareholders on progress in due course.

Statement of Directors' responsibilities

By order of the Board

Peter Tom CBE

Chairman

The accompanying notes form part of these interim condensed consolidated financial statements.

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2024

The accompanying notes form part of these interim condensed consolidated financial statements.

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 30 June 2023 (Unaudited)

The accompanying notes form part of these interim condensed consolidated financial statements.

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 30 June 2024

The accompanying notes form part of these interim condensed consolidated financial statements.

NOTES TO THE GROUP FINANCIAL INFORMATION

General information

The Company is a public limited company incorporated and domiciled in Jersey, whose shares are publicly traded on 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 Company has been incorporated for the purpose of identifying suitable acquisition opportunities in accordance with the Group's 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.

Basis of preparation

Comparative figures

Statutory accounts

Significant accounting policies

Basis of consolidation

Functional and presentational currency

Interest receivable

Employee benefits

Cash and cash equivalents

Equity

Share capital is measured at the par value.

Share-based payment reserve includes the cumulative share-based payment charged to equity.

Taxation

Financial assets and liabilities

The Group's financial assets and liabilities comprise of cash and cash equivalents, accruals and payroll related creditors. Financial assets are stated at amortised cost less provision for expected credit losses. Financial liabilities are stated at amortised cost.

Share-based payments

Warrants

Warrants issued as part of share issues have been determined as equity instruments under IAS 32. Since the fair value of the shares issued at the same time as the warrants is equal to the price paid, these warrants, by deduction, are considered to have been issued at fair value. No warrants have been exercised in the period or recognised in these interim consolidated financial statements. For further details of the warrants issued please refer to the Group's latest annual report at 31 December 2023.

Related party transactions

Standards in issue but not yet effective

At the date of authorisation of these financial statements there were amendments to standards which were in issue, but which were not yet effective, and which have not been applied. The principal one was:

• Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates: Lack of exchangeability

The Directors do not expect the adoption of this amendment to standards to have a material impact on the financial statements.

• Critical accounting estimates and judgments
• Interest receivable

The address of the registered office of Bay Capital Subco Limited (the "Subco") is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey. The Subco was incorporated on 31 March 2021 and prepares its own financial statements for the period ended 31 December each year.

Trade and other receivables

Financial risk management objectives and policies

The Group's financial assets and liabilities comprise of cash and cash equivalents, accruals and payroll related creditors. The carrying value of all financial assets and liabilities equals fair value given their short-term nature.

Credit risk

Liquidity risk

Share capital

Allocated, called up and fully paid

Reserves

Share-based payment reserve includes the cumulative share-based payment charged to equity.

The Group having no regulatory or similar requirements, its primary capital management focus is on maximising earnings per share and therefore shareholder return.

• Share incentive Plan
• Share-based payments

These conditions include good and bad leaver provisions and that growth in Shareholder Value of 10 percent compound per annual 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 of 2 years 3 months. No B share options were issued in the period, all of which were outstanding at the period end. No B share options were exercised in the period. No B share options have expired during the period.

The Group recognised £5,490 (six months ended 30 June 2023: £5,489) of expenditure in the statement of total comprehensive income in relation to equity-settled share-based payments in the period.

The fair value of options granted during the period 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 period are as follows:

Related party transactions

There are no related party transactions requiring disclosure.

• Contingent liabilities
• Events after the reporting date
• Ultimate controlling party

In the opinion of the Directors, there is no single ultimate controlling party.