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Bay Bidco Limited Registered number: 15442392 Annual report and financial statements For the year ended 30 September 2025
BAY BIDCO LIMITED COMPANY INFORMATION
Directors | SR Calverley
| JG Marsh
| HJ Mursell
| GJ Slattery
| DP Woffendin
| SE Finnie (appointed 1 January 2026)
Registered number | 15442392
Registered office | The Second Floor
| Rosemount House
| Rosemount Estate
| Huddersfield Road
| Elland
| HX5 0EE
Independent auditor | Forvis Mazars LLP
| Chartered Accountants & Statutory Auditor
| 5th Floor
| 3 Wellington Place
| Leeds
| LS1 4AP
BAY BIDCO LIMITED CONTENTS
| Page
Strategic Report | 1
Directors' Report | 2 - 3
Independent Auditor's Report | 4 - 7
Statement of Comprehensive Income | 8
Statement of Financial Position | 9
Statement of Changes in Equity | 10
Notes to the Financial Statements | 11 - 23
BAY BIDCO LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2025
Introduction
The Directors present their Strategic Report for the year ended 30 September 2025.
Business review
The Company operates as an intermediate parent company. The business did not conduct any external trading operations during the year.
Principal risks and uncertainties
As the Company operates as an intermediate parent company, there are no specific risks and uncertainties relevant to the Company.
Financial key performance indicators
As the Company operates as an intermediate parent company and it did not conduct any external trading operations during the year, the key financial and operational performance indicators monitored by the Directors, in relation to the wider business, are set out in the consolidated financial statements of Bay Topco Limited.
Directors' statement of compliance with duty to promote the success of the Company
The Directors of the Company act in accordance with the set of duties as detailed in s172 of the UK Companies Act 2006 which is summarised as follows: A director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to: ∙The likely consequences of any decisions in the long-term; ∙The interests of the company’s employees; ∙The need to foster the company’s business relationships with suppliers, customers and others; ∙The impact of the company’s operations on the community and environment; ∙The desirability of the company maintaining a reputation for high standards of business conduct; and; ∙The need to act fairly as between shareholders of The Company; Given the non-trading nature of the Company, being a holding Company only, the directors of Bay Bidco Limited consider that their responsibilities in respect of s172 are appropriately complied with. This report was approved by the board on 27 February 2026 and signed on its behalf.
SR Calverley Director
Page 1
BAY BIDCO LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2025 The directors present their report and the financial statements for the year ended 30 September 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The loss for the year, after taxation, amounted to £1,647,465 (2024 - profit £578,803). No dividends were declared or paid during the year.
Directors
The directors who served during the year were:
SR Calverley
JW Lewthwaite (resigned 1 January 2026)
JG Marsh
HJ Mursell
GJ Slattery
DP Woffendin
Qualifying third party indemnity provisions
The Company has made qualifying third party indemnity provisions for the benefit of its Directors during the year. These provisions remain in force at the reporting date. Page 2
BAY BIDCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025
Greenhouse gas emissions, energy consumption and energy efficiency action
The Company has taken the option to exclude any information relating to energy and carbon reporting as it is included in the consolidated accounts of the parent company, Bay Topco Limited.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Going Concern
At the time of approving the financial statements, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future based on the trading and financial position of the wider group, which is described further in the consolidated financial statements of Bay Topco Limited.
Auditor
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 27 February 2026 and signed on its behalf.
SR Calverley Director
Page 3
BAY BIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BAY BIDCO LIMITED Opinion We have audited the financial statements of Bay Bidco Limited (the ‘Company’) for the year ended 30 September 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements: ∙give a true and fair view of the state of the Company’s affairs as at 30 September 2025 and of its loss for the period then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006. 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. 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 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. 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. Page 4
BAY BIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BAY BIDCO LIMITED 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. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit. Page 5
BAY BIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BAY BIDCO LIMITED Responsibilities of Directors As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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. In preparing the financial statements, the directors are responsible for assessing the 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. 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. Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, anti-money laundering regulation and the Bribery Act 2010. To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: ∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; ∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities; ∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and ∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud. We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as: FRS 102, tax legislation and the Companies Act 2006. Page 6
BAY BIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BAY BIDCO LIMITED In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to: posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates and significant one-off or unusual transactions. Our audit procedures in relation to fraud included but were not limited to: ∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; ∙Gaining an understanding of the internal controls established to mitigate risks related to fraud; ∙Discussing amongst the engagement team the risks of fraud; and ∙Addressing the risks of fraud through management override of controls by performing journal entry testing. There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Use of the audit report This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed. Christopher Hudson (Senior statutory auditor) for and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor 5th Floor 3 Wellington Place Leeds LS1 4AP 27 February 2026 Page 7
BAY BIDCO LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 SEPTEMBER 2025
| 12 month period ended 30 September | 8 month period ended 30 September
| 2025 | 2024
Note | £ | £
Turnover | 4 | 1,052,981 | 242,745
Gross profit |  | 1,052,981 | 242,745
Administrative expenses |  | (1,168,162) | (372,522)
Operating loss |  | (115,181) | (129,777)
Fair value movements |  | (51,672) | (100,781)
Income from investments in subsidiary companies | 9 | - | 1,500,000
Interest payable and similar expenses | 10 | (1,480,612) | (690,639)
(Loss)/profit before tax |  | (1,647,465) | 578,803
Tax on (loss)/profit | 11 | - | -
(Loss)/profit for the financial year |  | (1,647,465) | 578,803
There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 11 to 23 form part of these financial statements.
Page 8
BAY BIDCO LIMITED REGISTERED NUMBER: 15442392 STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 12 |  | 29,956,437 |  | 29,956,437
|  |  | 29,956,437 |  | 29,956,437
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 13 | 5,416,509 |  | 6,331,060 |
|  | 5,416,509 |  | 6,331,060 |
Creditors: amounts falling due within one year | 14 | (7,995,248) |  | (6,582,025) |
Net current liabilities |  |  | (2,578,739) |  | (250,965)
Total assets less current liabilities |  |  | 27,377,698 |  | 29,705,472
Creditors: amounts falling due after more than one year | 15 |  | (11,842,802) |  | (12,523,111)
Net assets |  |  | 15,534,896 |  | 17,182,361
Capital and reserves |  |  |  |  |
Called up share capital | 17 |  | 166,036 |  | 166,036
Share premium account | 18 |  | 16,437,522 |  | 16,437,522
Profit and loss account | 18 |  | (1,068,662) |  | 578,803
|  |  | 15,534,896 |  | 17,182,361
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 February 2026.
SR Calverley
Director
The notes on pages 11 to 23 form part of these financial statements. Page 9
BAY BIDCO LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
Comprehensive income for the 8 month period |  |  |  |
Profit for the 8 month period | - | - | 578,803 | 578,803
Total comprehensive income for the 8 month period | - | - | 578,803 | 578,803
Contributions by and distributions to owners |  |  |  |
Shares issued during the 8 month period | 166,036 | 16,437,522 | - | 16,603,558
Total transactions with owners | 166,036 | 16,437,522 | - | 16,603,558
At 1 October 2024 | 166,036 | 16,437,522 | 578,803 | 17,182,361
Comprehensive expense for the year |  |  |  |
Loss for the year | - | - | (1,647,465) | (1,647,465)
Total comprehensive expense for the year | - | - | (1,647,465) | (1,647,465)
At 30 September 2025 | 166,036 | 16,437,522 | (1,068,662) | 15,534,896
| The notes on pages 11 to 23 form part of these financial statements.
Page 10
BAY BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
1. | General information
Bay Bidco Limited ("the Company") is a private company, limited by shares and incorporated in England and Wales, registered number 15442392. The address of the registered office is The Second Floor, Rosemount House, Rosemount Estate, Elland, United Kingdom, HX5 0EE. The prior period financial statements were drawn up for the 8 month period from 25 January 2024 to 30 September 2024. The comparative amounts presented in these financial statements are therefore not directly comparable. The principal activity of the Company is that of a holding company and the provision of management services. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Bay Topco Limited as at 30 September 2025 and these financial statements may be obtained from The Second Floor, Rosemount House, Huddersfield Road, Elland, United Kingdom, HX5 0EE.
| 2.3 | Going concern
At the time of approving the financial statements, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future based on the trading and financial position of the wider group, which is described further in the consolidated financial statements of Bay Topco Limited. Page 11
BAY BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
| 2.5 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.6 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.7 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
| 2.8 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.9 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.10 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 12
BAY BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.11 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Page 13
BAY BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.11 | Financial instruments (continued)
Impairment of financial assets Financial assets are assessed for indicators of impairment at each reporting date. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled. Page 14
BAY BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the Company's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. Key sources of estimation uncertainty (i) Assessing indicators of impairment In assessing whether there have been any indicators of impairment assets, the Directors have considered both external and internal sources of information, such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year.
4. | Turnover
| All turnover arose within the United Kingdom and relates to management charges received from subsidiary undertakings.
5. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 12 month period ended 30 September | 8 month period ended 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 6,750 | 6,500
Page 15
BAY BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
6. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 12 month period ended 30 September | 8 month period ended 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 731,770 | 152,885
| Social security costs | 99,079 | 19,253
| Cost of defined contribution scheme | 134,471 | 24,350
|  | 965,320 | 196,488
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 12 month period ended 30 September | 8 month period ended 30 September
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Directors | 6 | 6
Page 16
BAY BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
7. | Directors' remuneration
|  |  |  |  | 12 month period ended 30 September | 8 month period ended 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 731,770 | 152,885
| Company contributions to defined contribution pension schemes | 134,471 | 24,350
|  | 866,241 | 177,235
| During the year retirement benefits were accruing to 5 directors (2024 - 5) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £185,421 (2024 - £39,536).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £37,816 (2024 - £6,236).
8. | Fair value movements
|  | 12 month period ended 30 September 2025 | 8 month period ended 30 September 2024
|  | £ | £
| Fair value loss on interest rate cap | 51,672 | 100,781
9. | Income from investments
|  |  |  |  | 12 month period ended 30 September | 8 month period ended 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Income from subsidiary undertakings | - | 1,500,000
Page 17
BAY BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
10. | Interest payable and similar expenses
|  |  |  |  | 12 month period ended 30 September | 8 month period ended 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 1,480,612 | 690,639
11. | Taxation
|  |  |  |  | 12 month period ended 30 September | 8 month period ended 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Total current tax | - | -
| Deferred tax |  |
| Total deferred tax | - | -
| Tax on (loss)/profit | - | -
Page 18
BAY BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 11.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year/period is higher than (2024 -lower than) the standard rate of corporation tax in the UK of 25% (2024 -25%). The differences are explained below:
|  |  |  |  | 12 month period ended 30 September | 8 month period ended 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| (Loss)/profit on ordinary activities before tax | (1,647,465) | 578,803
| (Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 -25%) | (411,866) | 144,701
| Effects of: |  |
| Expenses not deductible for tax purposes | 9,335 | 37,488
| Non-taxable income | - | (375,000)
| Group relief | 575,936 | 63,617
| Movement in deferred tax not recognised | (173,405) | 129,194
| Total tax charge for the year/period | - | -
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 19
BAY BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
12. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost and net book value |
| At 1 October 2024 | 29,956,437
| At 30 September 2025 | 29,956,437
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Class of shares | Holding
| Checkmate Holdings Group Limited | Ordinary | 100%
| Rosse Systems Limited* | Ordinary | 100%
| Checkmate Holdings Limited* | Ordinary | 100%
| Checkmate Fire Solutions Limited* | Ordinary | 100%
| Checkmate Fire Compliance Limited* | Ordinary | 100%
| All the subsidiary undertakings listed above, with the exception of Rosse Systems Limited, have their registered office at The Second Floor, Rosemount House, Rosemount Estate, Huddersfield Road, Elland, England, HX5 0EE. Rosse Systems Limited have their registered office at 4 Peel House, Taunton Street, Shipley, West Yorkshire, BD18 3NA. Those marked with a * are held indirectly.
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BAY BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
13. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 5,159,493 | 6,022,372
| Other debtors | 227,935 | 279,607
| Prepayments and accrued income | 29,081 | 29,081
|  | 5,416,509 | 6,331,060
| Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
14. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank credit facility | 1,500,000 | 2,250,000
| Bank loans | 680,309 | 175,468
| Amounts owed to group undertakings | 5,722,323 | 4,063,941
| Other creditors | 92,616 | 92,616
|  | 7,995,248 | 6,582,025
| Amounts owed to group undertakings are unsecured, interest free and repayable on demand. The bank credit facility is repayable in installments and is secured by way of a fixed and floating charge over all assets held.
15. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank loans | 11,842,802 | 12,523,111
Page 21
BAY BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
16. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts falling due within one year |  |
| Bank loans | 680,309 | 175,468
| Amounts falling due 2-5 years |  |
| Bank loans | 2,342,802 | 2,720,770
| Amounts falling due after more than 5 years |  |
| Bank loans | 9,500,000 | 9,802,341
|  | 12,523,111 | 12,698,579
| The bank loans are secured by way of fixed and floating charges over the assets of the Company and the assets of other group companies as follows: Bay Midco Limited, Checkmate Holdings Group Limited, Rosse Systems Limited, Checkmate Holdings Ltd and Checkmate Fire Solutions Limited. Interest is payable at a rate of between 7.72% and 9.70%.
17. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 166,036 (2024 -166,036) Ordinary shares of £1.00 each | 166,036 | 166,036
| The holders of the Ordinary shares are entitled to attend and vote at general meetings, receive dividends and participate in a distribution in the event of the winding up of the Company. The shares are not redeemable.
18. | Reserves
Share premium account The share premium account represents amounts paid for shares above their nominal value. Profit and loss account Profit and loss reserve represents cumulative total comprehensive income less dividends declared. Page 22
BAY BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
19. | Pension commitments
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in independently administered funds. The pension cost charge represents contributions payable by the Company to the fund and amounted to £134,471 (2024 - £24,350). Contributions totaling £Nil (2024 - £Nil) were payable to the fund at the balance sheet date and are included in creditors.
20. | Related party transactions
| The Company has taken advantage of the exemption offered by Financial Reporting Standard 102 (Section 33) from the requirement to disclose transactions with other group companies that are wholly owned. During the prior period, the Company was charged £350,059 by the ultimate parent undertaking, IK DC Luxco 10 Sarl, in relation to the group restructure. Of the £350,059 of fees charged, £104,216 was capitalised within the investments balance and £197,500 was offset against the loan balance and will be amortised over the term of the loan.
21. | Controlling party
The Company's immediate parent undertaking is Bay Midco Limited, a company incorporated in England and Wales. The ultimate parent undertaking is IK DC Luxco 10 Sarl, a company registered in Luxembourg. The parent undertaking of the largest and smallest group for which consolidated financial statements are prepared is Bay Topco Limited, a company incorporated in England and Wales. Copies of the consolidated financial statements can be obtained from the Company Secretary at The Second Floor, Rosemount House, Rosemount Estate, Huddersfield Road, Elland, United Kingdom, HX5 0EE.
Page 23