Half-year Results

Bay Capital Plc (LSE: BAY) announces its unaudited condensed interim results for the six months to 30 June 2026 (the "Interim Report").

Strategy

The Company was established in 2021 initially to pursue opportunities in the industrial, construction and business services sectors. On 28 November 2025, the Company announced it was transitioning away from its original industrials thesis and broadening its investment and acquisition strategy to include other, higher growth 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 2026

The Group’s loss after taxation was £159,082 (six month period to 30 June 2025: £129,475), principally reflecting operating expenses incurred as a listed business and acquisition activities of £164,347 (six month period to 30 June 2025: £139,367).

The Group generated a loss per share of 0.2 pence (six month period to 30 June 2025: loss per share of 0.2 pence).

As at 30 June 2026, the Group’s cash balance was £4,148,905 (31 December 2025: £4,338,374).

On 17 June 2026, 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 2025, 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. There are a number of potential transactions that are currently being evaluated by the Board across a variety of sectors, that if secured, have the potential for value creation for shareholders. The Directors remain encouraged by the interest levels from high growth companies in particular that are considering the benefits of partnering with Bay and accessing the public markets in London. The Company looks forward to updating shareholders on progress in due course.

Statement of Directors’ responsibilities

By order of the Board

David Williams

Chairman

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

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2026

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 2025 (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 2026

As the Group does not have any liabilities arising 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 2026

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

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s annual report as at 31 December 2025, which is available on the Company’s website.

These interim condensed consolidated financial statements were approved by the Board of Directors on 28 September 2026.

Comparative figures

Comparative figures which have been presented cover the six month period ended 30 June 2025. The statement of financial position comparative figures are shown as at 31 December 2025.

Statutory accounts

Financial information contained in this document does not constitute statutory accounts within the meaning of the Companies (Jersey) Law 1991. The statutory accounts for the year ended 31 December 2025 have been filed with the Registrar of Companies. The report of the auditors on those statutory accounts was unqualified and did not draw attention to any matters by way of emphasis.

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.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates and laws enacted or substantively enacted at the balance sheet date.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates and laws enacted or substantively enacted at the balance sheet date.

Cash and cash equivalents

Financial assets and liabilities

The Group’s financial assets and liabilities comprise cash and cash equivalents, other receivables and accruals. Financial assets are stated at amortised cost less provision for expected credit losses. Financial liabilities are stated at amortised cost.

Equity

Equity comprises of share capital, share premium, capital redemption reserve, share-based payment reserve, and retained deficit.

Share capital is measured at the par value.

Share premium and retained deficit represent balances conventionally attributed to those descriptions. The transaction costs relating to the issue of shares were deducted from share premium.

The Capital redemption reserve comprises amounts arising from the cancellation of the deferred shares.

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

Share-based payments

This plan includes market-based vesting conditions which are reflected in the grant date fair value and are therefore not subsequently revisited. The fair value is determined using a binomial model.

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 2025.

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 ones were:

The Directors do not expect the adoption of these standards or amendments to standards to have a material impact on the financial statements, with the exception of presentational changes as a result of IFRS 18 Presentation and Disclosure in Financial Statements. Given that IFRS 18 is not effective until the period beginning 1 January 2027, the impact assessment of this standard is ongoing and will be considered further ahead of future reporting periods.

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

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

Financial risk management objectives and policies

The Group's financial assets and liabilities mainly comprise cash, other receivables and accruals. The carrying value of all financial assets and liabilities equals fair value given their short term in nature.

Credit risk

The Group's credit risk is wholly attributable to its cash balance and other receivables. All cash balances and other receivables are held at a reputable bank in Jersey. The credit risk from its cash and cash equivalents and other receivables are deemed to be low due to the nature and size of the balances held.

Liquidity risk

The Group's approach to liquidity risk is to ensure that sufficient liquidity is available to meet foreseeable requirements and to invest funds securely and profitably.

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

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 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.

Share-based payments

These conditions include good and bad leaver provisions and that growth in Shareholder Value of 10 per cent. 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 of 3 months. No B share options were issued in the six months ended 30 June 2026 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 £4,106 (six months ended 30 June 2025: £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 the outstanding options was determined at the original grant date using a binomial 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 at grant date were:

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 period.

Related party transactions

Transactions with key management personnel

The two Company Directors are considered the only key management personnel (six months ended 30 June 2025: the two Company Directors and the former Company Chief Financial Officer). The total emoluments for key management personnel in the period was £25,000 (six months ended 30 June 2025: £50,510).

The Non-Executive Director, Tony Morris, who joined the Board in 2025 does not receive any director’s fee.

Other transactions

The Company has entered into an arm's length strategic advisory agreement with Tessera Investment Management Limited, a company of which Tony Morris is a director and holds 50% shareholding. During the period, the Group incurred strategic advisory fees of £60,000 (six months ended 30 June 2025: £61,256).

Contingent liabilities

Events after the reporting date

On 10 August 2026, David Williams, Chairman of the Company, acquired 1,800,000 ordinary shares in the Company from a selling shareholder. Following this transaction, David Williams holds a total of 17,744,916 ordinary shares in the Company, representing 25.3 per cent. of the Company's issued share capital.

There are no other events subsequent to the reporting date which would have a material impact on the financial statements.

Ultimate controlling party

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