Half-year Results
Bay Capital reported a loss of £129,475 for H1 2025 with cash of £4.5m, continuing to pursue acquisition opportunities.
- Loss after taxation £129,475 (prior £283,896)
- Loss per share 0.2p (prior 0.4p)
- Cash and cash equivalents £4,472,635 (prior £4,659,886)
- Total net assets £4,453,246 (prior £4,577,231)
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Bay Capital Plc (LSE: BAY) announces its unaudited condensed interim results for the six months to 30 June 2025 (the "Interim Report").
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 2025
The Group's loss after taxation was £129,475 (six month period to 30 June 2024: £283,896), principally reflecting operating expenses incurred as a listed business and acquisition activities of £139,367 (six month period to 30 June 2024: £304,310).
The Group generated a loss per share of 0.2 pence (six month period to 30 June 2024: loss per share of 0.4 pence).
As at 30 June 2025, the Group's cash balance was £4,472,635 (31 December 2024: £4,659,886).
On 18 June 2025, 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 2024, 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 potential transactions across a number of sectors, where there is an opportunity for value creation. These include 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 2025
| Note | As at 30 June 2025 Unaudited £ | As at 31 December 2024 Audited £ | |
|---|---|---|---|
| Current assets | |||
| Cash and cash equivalents | 7 | 4,472,635 | 4,659,886 |
| Trade and other receivables | 8 | 19,517 | 9,011 |
| Total current assets | 4,492,152 | 4,668,897 | |
| Total assets | 4,492,152 | 4,668,897 | |
| Current liabilities | |||
| Trade and other payables | 9 | 38,906 | 91,666 |
| Total current liabilities | 38,906 | 91,666 | |
| Total liabilities | 38,906 | 91,666 | |
| Total net assets | 4,453,246 | 4,577,231 | |
| Equity | |||
| Share capital | 12 | 700,000 | 700,000 |
| Share premium | 13 | 6,258,748 | 6,258,748 |
| Capital redemption reserve | 13 | 2 | 2 |
| Share-based payment reserve | 13 | 41,678 | 36,188 |
| Retained deficit | 13 | (2,547,182) | (2,417,707) |
| Total equity attributable to equity holders of the Company | 4,453,246 | 4,577,231 | |
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 2024 (Unaudited)
| Share capital £ | Share premium £ | Capital redemption reserve £ | Share-based payment reserve £ | Retained deficit £ | Total Equity £ | |
|---|---|---|---|---|---|---|
| Balance as at 31 December 2023 | 700,000 | 6,258,748 | 2 | 25,207 | (1,867,091) | 5,116,866 |
| Loss for the period | - | - | - | - | (283,896) | (283,896) |
| Share-based payment charge | - | - | - | 5,490 | - | 5,490 |
| Balance as at 30 June 2024 | 700,000 | 6,258,748 | 2 | 30,697 | (2,150,987) | 4,838,460 |
| For the six months ended 30 June 2025 (Unaudited) | ||||||
| Share capital £ | Share premium £ | Capital redemption reserve £ | Share-based payment reserve £ | Retained deficit £ | Total Equity £ | |
| Balance as at 31 December 2024 | 700,000 | 6,258,748 | 2 | 36,188 | (2,417,707) | 4,577,231 |
| Loss for the period | - | - | - | - | (129,475) | (129,475) |
| Share-based payment charge | - | - | - | 5,490 | - | 5,490 |
| Balance as at 30 June 2025 | 700,000 | 6,258,748 | 2 | 41,678 | (2,547,182) | 4,453,246 |
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 2025
| Six months ended 30 June 2025 Unaudited £ | Six months ended 30 June 2024 Unaudited £ | |
|---|---|---|
| Cash flows from operating activities | ||
| Loss before income tax | (129,475) | (283,896) |
| Adjustments for: | ||
| Share-based payment charge | 5,490 | 5,490 |
| Interest receivable | (9,892) | (20,414) |
| Operating cash flows before changes in working capital | (133,877) | (298,820) |
| (Increase)/decrease in trade and other receivables | (6,297) | 729 |
| Decrease in trade and other payables | (52,760) | (896,731) |
| Net cash used in operating activities | (192,934) | (1,194,822) |
| Interest received | 5,683 | 20,414 |
| Net cash inflow from financing activities | 5,683 | 20,414 |
| Net decrease in cash and cash equivalents | (187,251) | (1,174,408) |
| Cash and cash equivalents at beginning of period | 4,659,886 | 6,067,461 |
| Cash and cash equivalents at end of period | 4,472,635 | 4,893,053 |
As the Group does not have any financing liabilities outside of working capital and has no cashflows from financing activities in both periods presented, no separate net debt reconciliation has been presented within these interim condensed consolidated financial statements.
The accompanying notes form part of these interim condensed consolidated financial statements.
NOTES TO THE GROUP FINANCIAL INFORMATION
For the six months ended 30 June 2025
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
Taxation
Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case it is recognised in other comprehensive income or equity respectively.
Cash and cash equivalents
Financial assets and liabilities
Equity
Share capital is measured at the par value.
Share-based payment reserve includes the cumulative share-based payment charged to equity.
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 2024.
Related party transactions
Standards in issue but not yet effective
| · | Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments (effective for annual periods beginning on or after 1 January 2026) |
| · | IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027) |
| · | IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective for annual periods beginning on or after 1 January 2027) |
Critical accounting estimates and judgments
In preparing the interim condensed 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 judgments that have been made in arriving at the amounts recognised in the interim condensed consolidated financial statements with the exception of the valuation of share-based payments. Please see Note 15 for further details.
Interest receivable
| Six months ended 30 June 2025 Unaudited £ | Six months ended 30 June 2024 Unaudited £ | |||
|---|---|---|---|---|
| Bank interest receivable | 9,892 | 20,414 | ||
| 6. Investments | ||||
| Principal subsidiary undertakings of the Group | ||||
| Subsidiary | Nature of business | Country of incorporation | Proportion of A ordinary shares held by Company | Proportion of B ordinary shares held by Company |
| Bay Capital Subco Limited | Intermediate holding company | Jersey, Channel Islands | 100 per cent. | 0 per cent. |
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.
Cash and cash equivalents
| As at 30 June 2025 Unaudited £ | As at 31 December 2024 Audited £ | |
|---|---|---|
| Cash at bank and in hand | 4,472,635 | 4,659,886 |
| 8. Trade and other receivables | ||
| As at 30 June 2025 Unaudited £ | As at 31 December 2024 Audited £ | |
| Other receivables | 4,209 | - |
| Prepayments | 15,308 | 9,011 |
| Total | 19,517 | 9,011 |
| 9. Trade and other payables | ||
| As at 30 June 2025 Unaudited £ | As at 31 December 2024 Audited £ | |
| Accruals | 38,906 | 80,100 |
| Other taxation and social security | - | 5,391 |
| Payroll related creditors | - | 6,175 |
| Total | 38,906 | 91,666 |
| 10. Earnings per share | ||
| Six months ended 30 June 2025 Unaudited £ | Six months ended 30 June 2024 Unaudited £ | |
| Loss attributable to the equity holders of the Company | (129,475) | (283,896) |
| Adjustments: | ||
| Share-based payment charge | 5,490 | 5,490 |
| Adjusted earnings used in adjusted EPS | (123,985) | (278,406) |
| Weighted number of shares in issue | 70,000,000 | 70,000,000 |
| Loss per share(£) | ||
| Basic and diluted | (0.002) | (0.004) |
| Adjusted - basic and diluted | (0.002) | (0.004) |
| 11. Financial instruments | ||
| As at 30 June 2025 Unaudited £ | As at 31 December 2024 Audited £ | |
| Financial assets | ||
| Cash and cash equivalents | 4,472,635 | 4,659,886 |
| Other receivables | 4,209 | - |
| Total | 4,476,844 | 4,659,886 |
| As at 30 June 2025 Unaudited £ | As at 31 December 2024 Audited £ | |
| Financial liabilities | ||
| Accruals | 38,906 | 80,100 |
| Payroll related creditors | - | 6,175 |
| Total | 38,906 | 86,275 |
Financial risk management objectives and policies
The Group's financial assets and liabilities comprise of cash and cash equivalents, other receivables, 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
| As at 30 June 2025 Unaudited | As at 30 June 2025 Unaudited | As at 31 December 2024 Audited | As at 31 December 2024 Audited | |
|---|---|---|---|---|
| Number | £ | Number | £ | |
| Ordinary shares of 1p each | 70,000,000 | 700,000 | 70,000,000 | 700,000 |
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 1 years 3 months. No B share options were issued in the six month ended 30 June 2025 and all B share options remained 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 2024: £5,490) 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:
| 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 |
Related party transactions
Transactions with key management personnel
The Chairman's fees are paid through Rise Rocks Limited, a Company wholly owned by the Chairman. The two Company Directors and the former Company Chief Financial Officer are considered the only key management personnel. The total emoluments for key management personnel in the period was £50,510 (six months ended 30 June 2024: £137,398).
Other transactions
There are no other related party transactions noted in the period.
- Contingent liabilities
- Events after the reporting date
- Ultimate controlling party
In the opinion of the Directors, there is no single ultimate controlling party.
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