ANNUAL REPORT AND ACCOUNTS
for the year ended 31 December 2022
Incorporated and registered in Jersey under the Companies (Jersey) Law 1991
with registered number 134743
BAY CAPITAL PLC1
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 Profit and Loss 33
Company Balance Sheet 34
Company Statement of Changes in Equity 35
Notes forming part of the Company Financial Statements 36
2BAY CAPITAL PLC
Company Information
DIRECTORS, SECRETARY AND ADVISERS
Directors Peter Tom CBE, Chairman
David Williams, Non-Executive Director
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 MHA MacIntyre Hudson
Building 4, Foundation Park, Roxborough Way
Maidenhead SL6 3UD
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 PLC3
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 2022.
Since establishing the Company on the Standard List of the Main Market of the London Stock Exchange in 2021,
we have remained focused on implementing our strategy and continue to assess investment and acquisition
opportunities where we believe there to be sustainable growth potential either organically or through acquisition.
These will typically be fundamentally sound assets, where tangible opportunities exist to drive strategic,
operational and performance improvements.
Continuing macroeconomic and geopolitical uncertainty has undoubtedly fed into business confidence and a
general slowdown in corporate activity, however with this comes opportunity, allied with a renewed market focus
on high quality, asset backed cash generative companies. We therefore remain extremely positive about the
prospects of our sectors of focus across industrials, construction and business services sectors, and look forward
to updating shareholders in due course. We also thank our shareholders for their continued support while we
diligently continue to source and evaluate a number of exciting propositions that if secured, we believe have the
potential to create shareholder value.
Peter Tom CBE
Chairman
27 April 2023
4BAY CAPITAL PLC
Report of the Directors
The Directors of the Company present their report for the year ended 31 December 2022.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
RESULTS
During the year, Bay recorded a loss of £251,321 (2021: loss of £309,084) and the loss per share was 0.36p (2021:
loss per share of 1.13p), reflecting moderate monthly operating expenses of the Group. The Group and Company
had cash reserves at the end of the year of £6,458,073 (2021: £6,720,238).
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 12months. The Group and Company’s unaudited cash
balance as at 21 April 2023 was £6,400,318, 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).
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.
BAY CAPITAL PLC5
Report of the Directors
continued
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 consider 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 have not delegated the
responsibility of risk monitoring to a sub-committee of the Board, but closely monitor 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 2022 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, 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 continue to 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.
6BAY CAPITAL PLC
Report of the Directors
continued
SHARE CAPITAL
Details of the Company’s share capital is set out in Note 15. The Company’s share capital consists of one class
of ordinary share, which does not carry rights to fixed income. As at 31 December 2022, there were 70,000,000
ordinary shares of 1p par value each in issue.
SIGNIFICANT SHAREHOLDERS
As at 21 April 2023, the Company had been advised of the following notifiable interests (whether directly or
indirectly held) in voting rights.
Name Shareholding Percentage
JIM Nominees Limited 16,759,802 23.9%
Hermco Property Limited* 15,000,000 21.4%
David Williams 14,250,000 20.4%
Huntress (CI) Nominees Limited 6,107,150 8.7%
* Nominee entity holding indirect and direct interests of Peter Tom CBE, Chairman of the Company
As at 21 April 2023, the Directors in aggregate held 29,250,000 ordinary shares, which represents 41.8 per cent.
of the Company’s issued share capital.
COMPANY DIRECTORS
The Directors during the year and summaries of their experience are set out below.
Peter Tom CBE Non-Executive 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, (AIM: 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 AIM-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 Chairman of Leicester Rugby Football Club, (Leicester Tigers) a role
he has held for more than 20 years following a playing career comprising 130 appearances for the club as a lock
forward between 1963 and 1968.
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 (AIM: 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).
BAY CAPITAL PLC7
Report of the Directors
continued
The Directors who held office during the year and their beneficial interest in the share capital of the Company at
31 December 2022 were as follows:
31 December 2022
Hermco Property Limited* 15,000,000
David Williams 14,250,000
29,250,000
* Peter Tom’s shareholding is held via Hermco Property Limited
DIRECTORS’ REMUNERATION
The Chairman and Non-Executive Director are 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
are no other benefits paid to Directors outside of their service fees, save for ordinary course reimbursable expenses
properly incurred in the performing of their duties as Directors. The Company does not operate a pension scheme.
31 December
Benefits 2022
Salary in kind Total
Director £ £ £
Peter Tom CBE* 30,000 – 30,000
David Williams 20,000 – 20,000
50,000 – 50,000
* Peter Tom’s fees are paid through Rise Rocks Limited, a company wholly owned by Peter Tom CBE
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.
8BAY CAPITAL PLC
Report of the Directors
continued
On 14 September 2021, Hermco Property Limited (a company controlled by Peter Tom, Chairman of the Company),
David Williams, a Non-Executive Director of the Company, and Kathleen Long and Anthony Morris, Directors of
Tessera Investment Management Limited, became the first participants in the Subco Incentive Scheme ("Founder
Participants"), and 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 Founder Participants and their respective holdings are outlined below.
Participant Subco
B shares held
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 reviews investment and acquisition opportunities on an as required basis, and meets
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
BAY CAPITAL PLC9
Report of the Directors
continued
aligned to the delivery of shareholder value. Those investment and acquisition opportunities that are assessed
by the Board (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 is appropriate to do so. It is anticipated that this will occur concurrently with the
Company’s first material investment or acquisition.
Following such an 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.
10BAY CAPITAL PLC
Report of the Directors
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.
BAY CAPITAL PLC11
Report of the Directors
continued
RELATIONS WITH SHAREHOLDERS
The Chairman is the Group’s principal spokesperson with investors, fund managers, the media and other
interested parties. As well as the Annual General Meeting with shareholders, the other Directors 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:
l 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;
l the Chairman’s Statement and Report of the Directors includes a fair review of the development and
performance of the business and the position of the Group and Company and the undertakings included in
the consolidation taken as a whole, together with a description of the principal risks and uncertainties that
they face; and
l the annual report and accounts, taken as a whole, are fair, balanced and understandable and provide the
information necessary for shareholders to assess the Group and Company’s position and performance,
business model and strategy.
INDEPENDENT AUDITOR
The independent auditor, MHA MacIntyre Hudson, will be proposed for re-appointment at the forthcoming Annual
General Meeting.
ON BEHALF OF THE BOARD
David Williams
Non-Executive Director
27 April 2023
12BAY CAPITAL PLC
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 International Financial Reporting
Standards as adopted by the United Kingdom ("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:
l select suitable accounting policies and then apply them consistently;
l make judgements and estimates that are reasonable and prudent;
l state whether the Group financial statements have been prepared in accordance with IFRS as adopted by
the United Kingdom;
l state whether the Company financial statements have been prepared in accordance with FRS 101 “Reduced
Disclosure Framework"; and
l 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.
Statement of Directors’ Responsibilities
BAY CAPITAL PLC13
Independent Auditor’s Report to the Members of
Bay Capital Plc
For the purpose of this report, the terms “we” and “our” denote MHA MacIntyre Hudson in relation to UK legal,
professional and regulatory responsibilities and reporting obligations to the members of Bay Capital Plc. For the
purposes of the table on page 15 that sets out the key audit matters and how our audit addressed the key audit
matters, the terms “we” and “our” refer to MHA MacIntyre Hudson. The Group financial statements, as defined
below, consolidate the accounts of Bay Capital Plc and its subsidiary (the “Group”). The “Parent Company” is
defined as Bay Capital Plc , as an individual entity. The relevant legislation governing the Parent Company is
Companies (Jersey) Law 1991.
Opinion
We have audited the financial statements of Bay Capital Plc for the year ended 31 December 2022.
The financial statements that we have audited comprise:
l the Consolidated Statement of Comprehensive Income
l the Consolidated Statement of Financial Position
l the Consolidated Statement of Changes in Equity
l the Consolidated Statement of Cash Flows
l Notes 1 to 21 to the consolidated financial statements, including significant accounting policies
l the Company Profit and Loss
l the Company Balance Sheet
l the Company Statement of Changes in Equity and
l Notes 1 to 11 to the company financial statements, including significant accounting policies.
The financial reporting framework that has been applied in the preparation of the Group financial statements is
applicable law and International Financial Reporting Standards adopted by the United Kingdom (‘IFRS’). The
financial reporting framework that has been applied in the preparation of the Parent Company financial statements
is applicable law and United Kingdom Accounting Standards, including FRS 101 Reduced Disclosure Framework
(United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
l give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December
2022 and of the Group’s loss for the year then ended;
l the Group financial statements have been properly prepared in accordance with IFRS;
l the Parent Company financial statements have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
l have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Our opinion is consistent with our reporting to the Audit Committee.
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 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 public interest entities, and we have fulfilled our ethical responsibilities in accordance
14BAY CAPITAL PLC
with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going basis of accounting
in the preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group’s and the Parent Company’s ability to continue to adopt
the going concern basis of accounting included:
l The consideration of inherent risks to the Group’s and the Parent Company’s operations and specifically
their business model of searching for suitable acquisition targets.
l The evaluation of how those risks might impact on the available financial resources.
l Liquidity considerations including examination of cash flow projections at Group and Parent Company level.
l The evaluation of the base case scenarios and stress scenarios, in respect of the Group and the Parent
Company, and the respective sensitivities and rationale.
l Viability assessments at Group and Parent Company levels, including consideration of reserve levels and
business plans.
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 and 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.
Overview of our audit approach
Scope Our audit was scoped by obtaining an understanding of the Group, including the
Parent Company, and its environment, including the Group’s system of internal control,
and assessing the risks of material misstatement in the financial statements. We also
addressed the risk of management override of internal controls, including assessing
whether there was evidence of bias by the directors that may have represented a risk
of material misstatement.
We undertook full scope audits on the complete financial information of 1 component
and specified audit procedures on particular aspects and balances on 1 component.
Materiality 2022 2021
Group £320.3k £333.4k 5% (2021: 5%) of net assets
Parent Company £320.3k £333.4k 5% (2021: 5%) of net assets
Key audit matters
Recurring l Management override of controls (Group and Parent Company)
Independent Auditor’s Report to the Members of
Bay Capital Plc continued
BAY CAPITAL PLC15
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgement, 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) that we identified. These matters included those matters 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.
Management override of controls
Key audit matter Management is in a unique position to perpetrate fraud because of management’s
description ability to manipulate accounting records and prepare fraudulent financial statements
by overriding controls that otherwise appear to be operating effectively. Due to the
unpredictable way in which such override could occur, this is deemed a key audit
matter for this engagement.
Our audit procedures included:
Controls testing – Given the current nature of the business and the associated
accounting records, there are very few transactions and/or journals. As such, we
evaluated the design and implementation of key controls around bank payments and
receipts, as well as considerations relating to financial reporting.
We performed detailed reviews and testing of journal entries made, particularly those
considered to rely on greater levels of judgement, such as year-end estimations.
We tested the basis of accounting estimates of a subjective nature, such as year-end
accruals, to understand the judgments made and assessed the adequacy of
disclosures for compliance with the accounting standards and regulatory
considerations.
The results of our testing were satisfactory, and we considered that entries made into
the accounting system and subsequent disclosure made into the financial statements
were deemed to have an appropriate supporting basis.
Our application of materiality
Our definition of materiality considers the value of error or omission on the financial statements that, individually
or in aggregate, would change or influence the economic decision of a reasonably knowledgeable user of those
financial statements. Misstatements below these levels will not necessarily be evaluated as immaterial as we
also take account of the nature of identified misstatements, and the particular circumstances of their occurrence,
when evaluating their effect on the financial statements as a whole. Materiality is used in planning the scope of
our work, executing that work and evaluating the results.
Materiality in respect of the Group was set at £320,300 (2021: £333,425) which was determined on the basis of
5% (2021: 5%) of the Group’s net assets. Materiality in respect of the Parent Company was set £320,300 (2021:
£333,425), determined on the basis of 5% (2021: 5%) of the Parent Company’s net assets. Net assets was deemed
to be the appropriate benchmark for the calculation of materiality as this is a key area of the financial statements
because this is the metric by which the performance and risk exposure of the Group and Parent Company is
principally assessed. This is also the metric against which users assess the ability of the Group and Parent
Company to continue in its search for suitable acquisition targets.
How the scope of our
audit responded to the
key audit matter
Key observations
communicated to the
Group’s Audit
Committee
Independent Auditor’s Report to the Members of
Bay Capital Plc continued
16BAY CAPITAL PLC
Independent Auditor’s Report to the Members of
Bay Capital Plc continued
Performance materiality is the application of materiality at the individual account or balance level, set at an amount
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.
Performance materiality for the Group was set at £224,200 (2021: £233,400) and at £224,200 (2021: £233,400)
for the Parent Company which represents 70% (2021: 70%) of the above materiality levels.
The determination of performance materiality reflects our assessment of the risk of undetected errors existing,
the nature of the systems and controls and the level of misstatements arising in previous audits.
We agreed to report any corrected or uncorrected adjustments exceeding £16,000 in respect of the Group and
Parent Company respectively to the Board of Directors as well as differences below this threshold that in our view
warranted reporting on qualitative grounds.
Overview of the scope of the Group and Parent Company audits
Our assessment of audit risk, evaluation of materiality and our determination of performance materiality sets our
audit scope for each company within the Group. Taken together, this enables us to form an opinion on the
consolidated financial statements. This assessment takes into account the size, risk profile, organisation /
distribution and effectiveness of group-wide controls, changes in the business environment and other factors
such as recent internal audit results when assessing the level of work to be performed at each component.
In assessing the risk of material misstatement to the consolidated financial statements, and to ensure we had
adequate quantitative and qualitative coverage of significant accounts in the consolidated financial statements,
we identified that the Group consisted of two entities.
Full scope audits – We performed full scope audits on both entities within the Group.
The control environment
We evaluated the design and implementation of those internal controls of the Group, including the Parent
Company, which are relevant to our audit, such as those relating to the financial reporting cycle.
Reporting on 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 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.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation
of the 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.
BAY CAPITAL PLC17
In preparing the 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 Parent
Company or to cease operations, or have no realistic alternative but to do so.
Adequacy of explanations received and accounting records
Under the Companies (Jersey) Law, 1991 we are required to report to you if, in our opinion:
l we have not received all the information and explanations we require for our audit; or
l proper accounting records have not been kept by the Parent Company, or proper returns adequate for our
audit have not been received from branches not visited by us; or
l the Parent Company’s financial statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
Auditor 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 aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
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.
These audit procedures were designed to provide reasonable assurance that the financial statements were free
from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult
than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or
intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from
events and transactions reflected in the financial statements, the less likely we would become aware of it.
Identifying and assessing potential risks arising from irregularities, including fraud
The extent of the procedures undertaken to identify and assess the risks of material misstatement in respect of
irregularities, including fraud, included the following:
l We considered the nature of the industry and sector the control environment, business performance
including remuneration policies and the Group’s, including the Parent Company’s, own risk assessment that
irregularities might occur as a result of fraud or error. From our sector experience and through discussion
with the directors, we obtained an understanding of the legal and regulatory frameworks applicable to the
Group focusing on laws and regulations that could reasonably be expected to have a direct material effect
on the financial statements.
l We enquired of the directors and management concerning the Group’s and the Parent Company’s policies
and procedures relating to:
– identifying, evaluating and complying with the laws and regulations and whether they were aware of
any instances of non-compliance;
– detecting and responding to the risks of fraud and whether they had any knowledge of actual or
suspected fraud; and
Independent Auditor’s Report to the Members of
Bay Capital Plc continued
18BAY CAPITAL PLC
– the internal controls established to mitigate risks related to fraud or non-compliance with laws and
regulations.
l We assessed the susceptibility of the financial statements to material misstatement, including how fraud
might occur by evaluating management’s incentives and opportunities for manipulation of the financial
statements. This included utilising the spectrum of inherent risk and an evaluation of the risk of management
override of controls.
Audit response to risks identified
In respect of the above procedures:
l we corroborated the results of our enquiries through our review of the minutes of the Group’s and the Parent
Company’s board meetings;
l audit procedures performed by the engagement team in connection with the risks identified included:
– reviewing financial statement disclosures and testing to supporting documentation to assess
compliance with applicable laws and regulations expected to have a direct impact on the financial
statements;
– testing journal entries, including those posted to unusual account combinations;
– evaluating the business rationale of significant transactions, and reviewing accounting estimates for
bias;
– enquiry of management around actual and potential litigation and claims; and
l we communicated relevant laws and regulations and potential fraud risks to all engagement team members,
and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the
audit.
Other requirements
We were appointed by the Directors on 28 June 2022. The period of total uninterrupted engagement including
previous renewals and reappointments of the firm is 2 years.
We did not provide any non-audit services which are prohibited by the FRC’s Ethical Standard to the Group or the
Parent Company, and we remain independent of the Group and the Parent Company in conducting our audit.
Use of our report
This report is made solely to the Company’s members 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 for our audit work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.14R,
these financial statements form part of the European Single Electronic Format (ESEF) prepared Annual Financial
Report filed on the National Storage Mechanism of the UK FCA in accordance with the ESEF Regulatory Technical
Standard ((‘ESEF RTS’). This auditor’s report provides no assurance over whether the annual financial report has
been prepared using the single electronic format specified in the ESEF RTS.
Jason Mitchell MBA BSc FCA
(Senior Statutory Auditor)
for and on behalf of MHA MacIntyre Hudson, Statutory Auditor
Maidenhead, United Kingdom
27 April 2023
Independent Auditor’s Report to the Members of
Bay Capital Plc continued
BAY CAPITAL PLC19
9 month
Year ended period ended
31 December 2022 31 December 2021
Note £ £
Administrative expenses (253,635 ) (309,084 )
Operating loss 6 (253,635 ) (309,084 )
Interest receivable 2,314 –
Loss on ordinary activities before taxation (251,321 ) (309,084 )
Taxation charge 7 – –
Loss and total comprehensive loss for the year/period (251,321 309,084
Loss per share (pence)
Basic and diluted 8 (0.36 1.13
All activities in both the current and the prior period relate to continuing operations.
The notes on pages 23 to 32 form part of these consolidated financial statements.
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2022
20BAY CAPITAL PLC
31 December 31 December 31 December 31 December
2022 2022 2021 2021
Note £ £ £ £
Current assets
Cash and cash equivalents 11 6,458,073 6,720,238
Trade and other receivables 12 8,022 2,322
Total current assets 6,466,095 6,722,560
Total assets 6,466,095 6,722,560
Current liabilities
Trade and other payables 13 53,522 69,645
Total current liabilities 53,522 69,645
Total liabilities 53,522 69,645
Total net assets 6,412,573 6,652,915
Equity
Issued share capital 15 700,000 700,000
Share premium 16 6,258,748 6,258,748
Capital redemption reserve 16 2 2
Share-based payment reserve 18 14,228 3,249
Retained deficit 16 (560,405 ) (309,084 )
Total equity 6,412,573 6,652,915
The consolidated financial statements were approved and authorised for issue by the Board on 27 April
2023 and were signed on its behalf by:
David Williams
Non-Executive Director
The notes on pages 23 to 32 form part of these consolidated financial statements.
Consolidated Statement of Financial Position
As at 31 December 2022
BAY CAPITAL PLC21
Share-
Capital based
Share Share redemption payment Retained
capital premium reserve reserve deficit Total
Note £ £ £ £ £ £
Balance at incorporation date 2 – – – – 2
Loss for the period – – – – (309,084 ) (309,084 )
Transactions with owners
in their capacity as owners:
Issue of new ordinary shares 15 699,998 6,298,748 2 – – 6,998,748
Ordinary share issue costs – (40,000 ) – – – (40,000 )
Share-based payment 18 – – – 3,249 – 3,249
At 31 December 2021 700,000 6,258,748 2 3,249 (309,084 ) 6,652,915
Loss for the year – – – – (251,321 ) (251,321 )
Transactions with owners
in their capacity as owners:
Share-based payment 18 – – – 10,979 – 10,979
At 31 December 2022 700,000 6,258,748 2 14,228 (560,405 ) 6,412,573
The notes on pages 23 to 32 form part of these consolidated financial statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2022
22BAY CAPITAL PLC
9 month
Year ended period ended
31 December 2022 31 December 2021
£ £
Operating activities
Loss before taxation (251,321 ) (309,084 )
Adjustments for:
Share-based payment charge 10,979 3,249
Operating cash flows before changes in working capital (240,342 ) (305,835 )
Increase in trade and other receivables (5,700 ) (2,322 )
(Decrease)/increase in trade and other payables (16,123 ) 69,645
Net cash outflows from operating activities (262,165 ) (238,512 )
Financing activities
Issue of ordinary shares – 6,998,750
Ordinary share issue costs – (40,000 )
Net cash inflows from financing activities – 6,958,750
Net (decrease)/increase in cash and cash equivalents (262,165 ) 6,720,238
Cash and cash equivalents at beginning of the year/period 6,720,238 –
Cash and cash equivalents at end of the year/period 6,458,073 6,720,238
The notes on pages 23 to 32 form part of these consolidated financial statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2022
BAY CAPITAL PLC23
Notes forming part of the Consolidated Financial
Statements
For the year ended 31 December 2022
24BAY CAPITAL PLC
Notes forming part of the Consolidated Financial
Statements
continued
BAY CAPITAL PLC25
Notes forming part of the Consolidated Financial
Statements
continued
26BAY CAPITAL PLC
Notes forming part of the Consolidated Financial
Statements
continued
BAY CAPITAL PLC27
Notes forming part of the Consolidated Financial
Statements
continued
28BAY CAPITAL PLC
Notes forming part of the Consolidated Financial
Statements
continued
BAY CAPITAL PLC29
Notes forming part of the Consolidated Financial
Statements
continued
30BAY CAPITAL PLC
BAY CAPITAL PLC31
32BAY CAPITAL PLC
9 month
Year ended period ended
31 December 2022 31 December 2021
£ £
Administrative expenses (253,635) (309,084)
Operating loss (253,635) (309,084)
Interest receivable 2,314 –
Loss on ordinary activities before taxation (251,321) (309,084)
Taxation charge – –
Loss for the year/period (251,321) (309,084)
All activities in both the current and the prior period relate to continuing operations.
BAY CAPITAL PLC33
The notes on pages 36 to 38 form part of these financial statements.
Company Profit and Loss
For the year ended 31 December 2022
31 December 31 December 31 December 31 December
2022 2022 2021 2021
Note £ £ £ £
Non-current assets
Investment in subsidiaries 3 10 10
Current assets
Cash and cash equivalents 4 6,458,073 6,720,238
Trade and other receivables 5 8,022 2,322
6,466,095 6,722,560
Total assets 6,466,105 6,722,570
Current liabilities
Trade and other payables 6 53,532 69,655
53,532 69,655
Total liabilities 53,532 69,655
Total net assets 6,412,573 6,652,915
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 14,228 3,249
Retained deficit (560,405) (309,084)
Shareholders’ funds 6,412,573 6,652,915
The Company financial statements were approved and authorised for issue by the Board on 27 April 2023
and were signed on its behalf by:
David Williams
Non-Executive Director
34BAY CAPITAL PLC
The notes on pages 36 to 38 form part of these financial statements.
Company Balance Sheet
As at 31 December 2022
Share-
Capital based
Share Share redemption payment Retained
capital premium reserve reserves deficit Total
Note £ £ £ £ £ £
Balance at incorporation date 2 – – – – 2
Loss for the period – – – – (309,084) (309,084)
Transactions with owners in
their capacity as owners:
Issue of new ordinary shares 7 699,998 6,298,748 2 – – 6,998,748
Ordinary share issue costs – (40,000) – – – (40,000)
Share-based payment – – – 3,249 – 3,249
At 31 December 2021 700,000 6,258,748 2 3,249 (309,084) 6,652,915
Loss for the year – – – – (251,321) (251,321)
Transactions with owners in
their capacity as owners:
Share-based payment – – – 10,979 – 10,979
At 31 December 2022 700,000 6,258,748 2 14,228 (560,405) 6,412,573
BAY CAPITAL PLC35
The notes on pages 36 to 38 form part of these financial statements.
Company Statement of Changes in Equity
For the year ended 31 December 2022
36BAY CAPITAL PLC
Notes forming part of the Company Financial Statements
For the year ended 31 December 2022
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.
The comparative figures presented cover the nine-month period from incorporation on 31 March 2021 to
31December 2021.
(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
The Company was formed as an acquisition company to seek investment and acquisition opportunities in the
industrial, construction and business services sectors, and software and technology companies which service
those industries.
The Directors, having made due and careful enquiry, are of the opinion that the Company has adequate working
capital to execute its operations over the next 12months. The Company’s unaudited cash balance as at 21 April
2023 was £6,400,318, and excluding the consummation of any investment or acquisition which will likely require
specific funding, has 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 Company has 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.
(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:
l Certain disclosures regarding the Company's capital
l A statement of cash flows
l The effect of future accounting standards not yet adopted
BAY CAPITAL PLC37
Notes forming part of the Company Financial Statements
continued
l The disclosure of the remuneration of key management personnel; and
l Disclosure of related party transactions with other wholly owned members of the Group headed by Bay
Capital Plc.
In addition, and in accordance with FRS101 further disclosure exemptions have been adopted because equivalent
disclosures are included in the consolidated financial statements of Bay Capital Plc. These financial statements
do not include certain disclosures in respect of:
l Share-based payments
l Impairment of assets
l Disclosures required in relation to financial instruments and capital management
(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:
9 month
Year ended period ended
31 December 2022 31 December 2021
£ £
Wages and salaries 50,000 7,500
50,000 7,500
9 month
Year ended period ended
31 December 2022 31 December 2021
Number Number
The average number of employees, including Directors, during the year was: 2 2
The Chairman’s fees are paid through Rise Rocks Limited, a Company wholly owned by the Chairman.
3 Investment in subsidiaries
Shares in
subsidiary
undertakings
£
Cost and net book value
At 31 December 2021 and 31 December 2022 10
Details of the Company’s subsidiaries are shown in Note 10 of the consolidated financial statements.
4 Cash and cash equivalents
2022 2021
£ £
Cash and cash equivalents 6,458,073 6,720,238
6,458,073 6,720,238
38BAY CAPITAL PLC
Notes forming part of the Company Financial Statements
continued
5 Trade and other receivables
2022 2021
£ £
Prepayments 8,022 2,322
8,022 2,322
All amounts shown under receivables fall due for payment within one year.
6 Trade and other payables
2022 2021
£ £
Amounts due to subsidiary undertakings 10 10
Accruals 53,522 69,645
53,532 69,655
Amounts due to subsidiary undertakings are interest-free and repayable on demand.
7 Share capital
Allotted, called up and fully paid
2022 2021 2022 2021
Number Number £ £
Ordinary shares of 1p each 70,000,000 70,000,000 700,000 700,000
For the full details of the share capital movements in the year, please see Note 15 of the consolidated financial
statements.
8 Related party transactions
Transactions with other Group companies have not been disclosed as permitted by FRS101, as the Group
companies are wholly owned.
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
There are no events subsequent to the reporting date which would have a material impact on the financial
statements.
11 Ultimate controlling party
In the opinion of the Directors, there is no single ultimate controlling party.
Perivan.com
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