Bisichi PLC Annual Report 2024
Company Registration No. 00112155
1
Bisichi PLC
Strategic report
The Directors present the
Strategic Report of the
company for the year ended
31 December 2024. The aim
of the Strategic Report is to
provide shareholders with the
ability to assess how the
Directors have performed
their duty to promote the
success of the company
for the collective benefit
of shareholders.
Contents
STRATEGIC REPORT
2
Chairman’s Statement
4
Principal activity, strategy
& business model
5
Mining review
7
Sustainable development
20
Principal risks & uncertainties
24
Financial & performance review
GOVERNANCE
31
Directors and advisors
32
Five year summary
32
Financial calendar
33
Directors’ report
40
Statement of the Chairman of the
remuneration committee
41
Annual remuneration report
51
Audit committee report
53
Valuers’ certificates
54
Directors’ responsibilities statement
55
Independent auditor’s report to the
shareholders of Bisichi Plc
FINANCIAL STATEMENTS
65
Consolidated income statement
66
Consolidated statement of other
comprehensive income
67
Consolidated balance sheet
69
Consolidated statement of changes
in shareholders’ equity
70
Consolidated cash flow statement
71
Group accounting policies
81
Notes to the financial statements
109 Company balance sheet
110 Company statement of changes in equity
111 Notes to the financial statements
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Bisichi PLC
Strategic Report
The higher earnings for the Group,
compared to 2023, are mainly attributable
to the significant improvement in mining
production and lower mining costs at our
South African coal mining asset, Black Wattle
Colliery. This offset the lower prices for our
coal sold by Sisonke Coal Processing,
the Group’s South African coal
processing operation.
The successful transition to our new mining
area at Black Wattle in late 2023 resulted in a
steady improvement in mining production in
2024 and lower mining costs compared to
the reserves mined in 2023. We are pleased
to report that the Group achieved production
of 1.5million metric tonnes in 2024, compared
to 0.8million metric tonnes in 2023.
The increased production at Black Wattle
also positively impacted Sisonke Coal
Processing, with coal sales increasing to
1.2million metric tonnes (2023: 1.0million
metric tonnes). As previously reported,
Transnet, the South African state rail
operator and the wider South African coal
industry, are working hard collectively to
implement measures to increase rail
capacity. We are pleased to report that
during the period, the Group’s rail exports
increased to 209,000 metric tonnes,
compared to 134,000 metric tonnes in
2023. During the period, the improved rail
exports were offset by lower prices of Free
on Board (FOB) coal from Richards Bay
Coal Terminal (API4 price) and domestic
prices achievable. During the year, the API4
price averaged US$106 compared to US$120
in 2023. While lower coal prices achievable
during the year impacted revenue, the
increased coal sales volume allowed Group
revenue to increase to £52.3million
(2023: £49.3million).
Looking ahead to 2025, we remain optimistic
about the continued benefits from Black
Wattle’s enhanced production and the
positive developments in rail logistics.
However, we are mindful of the current coal
market volatility with lower seaborne coal
prices, reflecting a temporary buildup in
global coal supply and a slowdown in
demand, impacting coal revenue in 2025
to date. With such uncertainty we are
approaching this year with caution and
we are proactively managing this by
maintaining a diversified customer base
and remain confident in the long-term value
of our South African operations.
The Group recognises the need for, and is
committed to, the diversification of its future
business activities. The Group is continually
looking at alternative mining, commodity
and renewable energy related opportunities,
as well as new opportunities to add to our
existing UK property and listed equity
related investment portfolios. In the interim,
we continue to work closely with Vunani
Mining, our BEE partner in Black Wattle and
Sisonke Coal Processing, to ensure that we
are responsible stewards of our legacy coal
operations taking into account the climate-
related risks outlined in our climate report
on page 12 and the impact these risks may
have on all our stakeholders.
In the UK, rental revenue from our retail
property portfolio remains a stable
contributor, generating £1.3million in rental
revenue (2023: £1.3million) during the year.
We are also pleased to report that, in
December 2024, the Group signed a
renewed five year term facility with Hodge
Bank limited for £3.9million secured against
the Group’s UK property portfolio.
The Group continues to hold its joint venture
development investment in West Ealing,
with London & Associated Properties PLC
and Metroprop Real Estate Ltd. As previously
reported, in 2024 the joint venture fully
implemented the planning consent for 56 flats
and four retail units. In common with the rest
of the residential development market this
project has experienced a difficult 2024.
There have been headwinds throughout, of
which the most glaring has been inflation in
construction costs. Pricing has also been
affected by perceived risk brought about
by new construction regulation. The joint
venture is exploring a pre-sale of all the
flats to minimise risk and interest costs, and
it is working with its lenders to agree the
best financial outcome for all parties. All of
Chairman’s Statement
We are pleased to report that for the year ended 31 December 2024, your company
made a profit before interest, tax, depreciation and amortisation (EBITDA) of £10.4million
(2023: £3.4million) and an operating profit before depreciation, fair value adjustments
and exchange movements (Adjusted EBITDA) of £10.9million (2023: £2.6million).
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Bisichi PLC
Strategic Report
Chairman’s Statement
these elements are still underway, and
we remain hopeful that we will achieve
a satisfactory outcome, but there remain
significant risks that may impact the overall
financial return from this project.
At year-end the Group’s total non-current
and current listed equity related investments
held at fair value through profit and loss were
valued at £15.0million (2023: £15.0million).
The Group achieved dividend income from
investments during the period of £0.34million
(2023: £0.56million) and a gain in value
from investments of £0.07million (2023:
£0.76million). The Group’s investment
portfolios comprise primarily of listed
equities and listed equity related funds
involved or invested in extractive and
energy related business activities, including
entities involved in the extraction of
commodities needed for the clean
energy transition.
It was with great sadness that, in April 2024,
the Board of Bisichi announced the death
of our senior non-executive director
Christopher Joll. In addition, in October 2024,
we announced the retirement from the Board
of Mr John Sibbald, whom we would like to
express our sincere gratitude for his 36 years
of service. To complement the remaining
Board, we were delighted to welcome
Clement Robin W Parish and the Rt Hon.
Stephen Crabb as Independent Non-
executive Directors during the year. Their
extensive knowledge and experience will
bring a new perspective to the Group’s
strategy of growing the company’s existing
and future spread of business interests
and investments.
Finally, your directors propose a final
year-end dividend of 4p (2023: 4p) per
share. The final dividend proposed will
be payable on Friday 25 July 2025 to
shareholders registered at the close of
business on 4 July 2025. This takes the
total dividends per share for the year
to 7p (2023: 7p).
On behalf of the Board and shareholders,
I would like to thank all of our staff for their
hard work and dedication during the
course of the year.
Andrew Heller
Executive Chairman
& Managing Director
28 April 2025
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Strategic Report
Principal activity, strategy
& business model
The company carries on business as a mining company and its principal activity is
coal mining and coal processing in South Africa. The company’s strategy is to create
and deliver long term sustainable value to all our stakeholders through our
business model which can be broken down into three key areas:
1
2
3
Acquisition
& investment
Production
& sustainability
Processing
& marketing
The Group continues to oversee responsibly
its existing mining and processing operations
in South Africa as well as actively to seek and
evaluate new alternative mining, commodity
and renewable energy related opportunities.
The Group aims to achieve this through new
commercial arrangements.
In addition, we seek to balance the high risk
of our mining operations with a dependable
cash flow from our UK property investment
operations and listed equity related investment
portfolios. The company primarily invests in
retail property across the UK as well as
residential property development. The UK Retail
property portfolio is managed by London &
Associated Properties PLC whose responsibility
is to actively manage the portfolio to improve
rental income and thus enhance the value of
the portfolio over time. The Group’s listed equity
related investment portfolios comprise primarily
of listed equities and listed equity related funds
involved or invested in extractive and energy
related business activities, including entities
involved in the extraction of commodities
needed for the clean energy transition.
The Group strives to mine its remaining
South African coal reserves in an economical
and sustainable manner that delivers value
to all our stakeholders.
The Group seeks to achieve value from its
South African coal processing infrastructure
through the washing, transportation and
marketing of coal into both the domestic
and export markets.
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Bisichi PLC
Strategic Report
Mining review
The primary driver of the Group’s performance in 2024 was the turnaround at our South African
coal mining asset, Black Wattle Colliery. Overcoming the geological challenges of 2023, the successful
implementation of our new mining area resulted in a dramatic increase in production and lower mining
costs. These improvements, along with improved rail capacity for export helped offset lower international
and domestic coal prices. With an increase in coal market volatility going into 2025, management will be
focussing on maintaining production levels and maximising revenue from its diversified customer base.
Production and operations
For the majority of 2023, geological issues
reduced the production from our opencast
mining area as well as increasing related
mining and blasting costs. In the third
quarter of 2023, management took the
decision to transition both our mining
contractors to a new mining area. After
overcoming temporary water issues going
into 2024, mining of this new area steadily
progressed and we are pleased to report
the mine achieved production of 1.5million
metric tonnes (2023: 0.8million metric
tonnes) during the year. In 2025 to date, we
have seen mining production remain stable
and we expect the improved production
performance at Black Wattle to continue
throughout 2025.
We continue to work closely with Vunani
Mining, our Black Economic Empowerment
(BEE) partner in Black Wattle and Sisonke
Coal processing, to ensure that we are
responsible stewards of our legacy coal
operations, which have a life of mine of five
years, taking into account the climate
related risks outlined in our climate report
on page 12 and the impact these risks may
have on all our stakeholders.
Main trends/markets
As previously announced, constraints which
were beyond our control, in transporting coal
for export on the South African rail network,
significantly impacted the Group’s export
sales during 2023. Transnet, the South African
state rail operator and the wider South African
coal industry, are working hard collectively to
implement measures to increase rail capacity.
We are pleased to report that during the
period, the Group’s rail exports increased
to 209,000 metric tonnes, compared to
134,000 metric tonnes in 2023. We continue
to monitor the progress being made by
Transnet and remain optimistic that the
measures being implemented will continue
to have a positive impact on the value
achieved from our South African operations.
During the period, the improved rail exports
were offset by lower prices of Free on Board
(FOB) coal from Richards Bay Coal Terminal
(API4 price). During the year, the API4 price
averaged US$106 compared to US$120 in
2023, whilst the Rand to Dollar exchange
rate remained largely rangebound. The
lower prices resulted in the Group achieving
an average Rand price of R1,086 per tonne
of export coal sold from the mine in 2024,
compared to R1,357 in 2023.
Domestic sales volumes from our South
African operations increased during the
year to 1.18million metric tonnes (2023:
0.90million metric tonnes). However, prices
achievable in the domestic market remained
suppressed during the year, due to the
impact of continued constraints in railing coal
for export and lower overall international
coal prices. In light of the improved rail
performance, the Group supplied a lower
proportion of higher quality coal into the
South African domestic market in 2024,
compared to 2023. For the year, the Group
achieved an average domestic price of
R687 per tonne of coal sold compared to
R938 in 2023. The average price decrease
in the domestic market in 2024, compared
to 2023, was attributable to the proportional
increase in lower quality coal being sold
domestically as well as lower overall
domestic coal prices.
In 2024, the Group achieved an average
overall Rand price per tonne of coal sold of
R747 compared to R992 in 2023. Further
details on the financial performance of the
Group’s mining segment can be found in
the Financial & performance review on
page 24 of this report.
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Bisichi PLC
Strategic Report
Mining review
Looking forward to 2025, we have seen a
continued improvement in the provision of
coal export rail capacity by Transnet and
stable domestic prices for our coal.
However, a buildup in global coal supply
and a slowdown in demand in the first
quarter of 2025 have resulted in lower
international seaborne coal prices.
Management will be focussing on
maintaining production levels and
maximising revenue from its diversified
customer base over this period and we
remain confident in our ability to achieve
value from our South African operations.
Sustainable development
The Group’s South African operations
continue to strive to conduct business in
a safe, and environmentally and socially
responsible, manner. Some highlights
of our Health, Safety and Environment
performance in 2024:
• The Group’s South African operations
recorded 1 Lost time Injury during 2024
(2023: Two).
• Two cases of Occupational Diseases
were recorded.
• Two claims for the Compensation for
Occupational Diseases were submitted.
In South Africa, the new government
regulated Broad-Based Socio-Economic
Empowerment Charter for the Mining and
Minerals Industry, 2020 (New Mining Charter)
came into force from March 2020. The New
Mining Charter is a regulatory instrument
that facilitates sustainable transformation,
growth and development of the
mining industry.
The Group is committed to fully complying
with the New Mining Charter and providing
adequate resources to this area in order to
ensure opportunities are expanded for
historically disadvantaged South Africans
(HDSAs) to enter the mining and minerals
industry. In addition, we are pleased to report
that Black Wattle has achieved a Level 3
Broad-Based Black Economic Empowerment
(BBBEE) verification certificate for 2025 and
we continue to adhere to and make progress
on our Social and Labour Plan and our various
Black Economic Empowerment (“BEE”)
initiatives. A fuller explanation of these can
be found in our Sustainable Development
Report on page 7.
Prospects
Management would like to thank all our
South African employees and stakeholders
for their significant contribution to the Group’s
performance in 2024. Going forward, your
management are optimistic that 2025 will
be a successful year for our South African
operations.
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Bisichi PLC
Strategic Report
Social, community and
human rights issues
The Group believes that it is in the
shareholders’ interests to consider social
and human rights issues when conducting
business activities both in the UK and South
Africa. Various policies and initiatives
implemented by the Group that fall within
these areas are discussed within this report.
Health, Safety & Environment (HSE)
The Group is committed to creating a safe
and healthy working environment for its
employees. The health and safety of our
employees is of the utmost importance.
HSE performance in 2024:
• Two cases of Occupational Diseases
were recorded.
• Two claims for the Compensation for
Occupational Diseases were submitted.
• No machines operating at Black Wattle
exceeded the regulatory noise level.
• The Group’s South African operations
recorded one Lost Time Injury during 2024.
In addition to the required personnel
appointments and assignment of direct
health and safety responsibilities on the
mine, a system of Hazard Identification
and Risk Assessments has been designed,
implemented and maintained at Black Wattle
and at Sisonke Coal Processing. Health and
Safety training is conducted on an ongoing
basis. We are pleased to report all relevant
employees to date have received training in
hazard identification and risk assessment
in their work areas.
A medical surveillance system is also in
place which provides management with
information used in determining measures
to eliminate, control and minimise employee
health risks and hazards and all occupational
health hazards are monitored on an
ongoing basis.
Various systems to enhance the current HSE
strategy have been introduced as follows:
• In order to improve hazard identification
before the commencing of tasks, mini risk
assessment booklets have been distributed
to all mine employees and long term
contractors on the mine.
• Dover testing is conducted for all operators.
Dover testing is a risk detection and
accident reduction tool which identifies
employees’ problematic areas in their
fundamental skills in order to receive
appropriate training.
• A Job Safety Analysis form is utilised to
ensure effective identification of hazards
in the workplace.
• In order to capture and record investigation
findings from incidents, an incident
recording sheet is utilised by line
management and contractors.
• Black Wattle Colliery utilises ICAM
(Incident Cause Analysis Method).
• On-going training on first aid is being
conducted with all employees involved
with this discipline.
Looking forward into 2025, Black Wattle
intends to continue enhancing the safety
of our employees and contractors onsite
through the increased rollout of a Proximity
Detection System (“PDS”) solution for the
mine. The PDS solution comprises a sensing
device that detects the presence of another
person, vehicle or object and a sophisticated
interface that provides an audible and
visual alarm. These systems warn both the
vehicle operator and the pedestrian of the
imminent danger of a potential collision.
The Group continues to monitor and adhere to
all of the South African government’s guidelines
and regulations including all updates and advice
from the National Department of Health and
the Department of Minerals Resources
and Energy.
Black Wattle Colliery Social and
Labour Plan (SLP) and Community
Projects
Black Wattle Colliery is committed to true
transformation and empowerment as well as
poverty eradication within the surrounding and
labour providing communities.
Black Wattle is committed to providing
opportunities for the sustainable socio-
economic development of its stakeholders,
such as:
• Employees and their families, through
Skills Development, Education
Development, Human Resource
Development, Empowerment and
Progression Programmes.
• Surrounding and labour sending
communities, through Local Economic
Development, Rural and Community
Development, Enterprise Development
and Procurement Programmes.
Sustainable development
The Group is fully committed to ensuring the sustainability of both our UK and
South African operations and delivering long term value to all our stakeholders.
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Bisichi PLC
Strategic Report
Sustainable development
• Empowering partners, through Broad-
Based Black Economic Empowerment
(BBBEE) and Joint Ventures with Historically
Disadvantaged South African (HDSA)
new mining entrants and enterprises.
• The company engages in on going
consultation with its stakeholders to
develop strong company-employee
relationships, strong company-community
relationships and strong company-HDSA
enterprise relationships.
The key focus areas in terms of the detailed
SLP programmes were updated as follows:
• Implementation of new action plans, with
projects, targets and budgets established
through regular workshops with all
stakeholders.
• A comprehensive desktop socio-economic
assessment was undertaken on baseline
data of the Steve Tshwete Local
Municipality (STLM) and Nkangala
District Municipality (NDM).
• Through engagements with the Department
of Education and STLM regarding the
Local Economic Development projects
for the current SLP year cycle (2022-2026).
The department endorsed the Khulunolwazi
School Project in late 2023. The project
is currently in a planning phase for the
implementation of the project in
various phases.
Black Wattle has implemented various
community initiatives including:
• A community training environmental
project, where local community members
are trained to safely cut and remove
non-indigenous vegetation. Thereafter
the vegetation is utilised in the making,
bagging and sales of charcoal.
• A waste management project at Uitkyk
community, nearby to Black Wattle,
involving the collection and recycling of
waste from their community.
• Certain community members have been
identified for training in areas regarding
mining and beneficiation. These areas
include but are not limited to:
- conveyor maintenance;
- operation of mining machinery;
- training in environmental waste
management;
- drivers licenses; and
- security officer training
• Two HDSA females completed their
University studies in the 2023
academic year.
• Various upgrades were initiated at the
Evergreen School nearby to Black Wattle.
Black Wattle continues to support Care for
Wild, a globally recognized local conservation
organisation dedicated to preserving
endangered species and safeguarding the
precious biodiversity of our planet. As the
largest orphaned rhino sanctuary in the
world, Care for Wild specialise in the rescue,
rehabilitation, rewilding, and protection of
orphaned and injured rhinos. However, their
mission extends far beyond rhinos alone,
they are deeply committed to the preservation
of endangered species that play vital roles
in their ecosystems and the conservation
of biodiversity.
The Group recognises the critical importance
of this goal in safeguarding biodiversity and
aspires to play a significant role in its
realisation through our sponsorship of three
rhinos as well as various related community
gardening initiatives at the sanctuary.
Environment and Environmental
Management Programme
South Africa
Under the terms of the mine’s Environmental
Management Programme approved by the
Department of Mineral Resource and Energy
(“DMRE”), Black Wattle undertakes a host
of environmental protection activities to
ensure that the approved Environmental
Management Plan is fully implemented. In
addition to these routine activities, Black
Wattle regularly carries out environmental
monitoring activities on and around the
mine, including evaluation of ground water
quality, air quality, noise and lighting levels,
ground vibrations, air blast monitoring, and
assessment of visual impacts. In addition to
this Black Wattle also performs quarterly
monitoring of all boreholes around the mine
to ensure that no contaminated water filters
through to the surrounding communities.
Black Wattle is fully compliant with the
regulatory requirements of the Department
of Water Affairs and Forestry and has an
approved water use licence.
Black Wattle Colliery has substantially
improved its water management by erecting
and upgrading all its pollution control dams
in consultation with the Department of
Water Affairs and Forestry.
A performance assessment audit was
conducted to verify compliance to our
Environmental Management Programme
and no significant deviations were found.
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Bisichi PLC
Strategic Report
Sustainable development
United Kingdom
The Group’s UK activities are principally retail
property investment as well as residential
property development whereby we provide
or develop premises which are rented to
retail businesses or sold on to end users.
We seek to provide tenants and users in
both these areas with good quality premises
from which they can operate or reside in
an environmentally sound manner.
Procurement
In compliance with the Mining Charter and the
Mineral and Petroleum Resource Development
Act, the Group’s South African operations
has implemented a BBBEE-focussed
procurement policy which strongly
encourages our suppliers to establish and
maintain BBBEE credentials. We are very
pleased to report that Black Wattle has a
achieved a Level 3 BBBEE certificate for
2024. At present, 84 percent of the companies
utilised by Black Wattle for equipment and
services are BBBEE companies.
Mining Charter
In South Africa, the new government
regulated Broad-Based Socio-Economic
Empowerment Charter for the Mining and
Minerals Industry, 2020 (New Mining
Charter) came into force from March 2020.
The New Mining Charter is a regulatory
instrument that facilitates sustainable
transformation, growth and development of
the mining industry. The Group’s mining
operation is expected to reach various
levels of compliance to the New Mining
Charter over a period of five years from
March 2020. The Group is committed to
providing adequate resources to this area
in order to ensure full compliance to the
New Mining Charter is achieved over the
period. As part of Black Wattle’s commitment
to the New Mining Charter, the company
seeks to:
• Expand opportunities for historically
disadvantaged South Africans (HDSAs),
including women and youth, to enter the
mining and minerals industry and benefit
from the extraction and processing of the
country’s resources;
• Utilise the existing skills base for the
empowerment of HDSAs; and
• Expand the skills base of HDSAs in
order to serve the community.
Employment & diversity
In the UK, the Board of Bisichi PLC at 31 December 2024 comprised of:
Number
of board
members
Percentage
of the board
Number
of senior
positions on
the board
Number in
executive
management
Percentage
of Executive
management
Men
7
100%
2
3
100%
Women
0
0%
0
0
0%
Not specified/prefer not to say
0
0%
0
0
0%
Number
of board
members
Percentage
of the board
Number
of senior
positions on
the board
Number in
executive
management
Percentage
of Executive
management
White British or other White (including minority white groups)
6
86%
1
3
100%
Mixed/Multiple Ethnic Groups
0
0%
0
0
0%
Asian/Asian British
1
14%
1
0
0%
Black/African/Caribbean/Black British
0
0%
0
0
0%
Other ethnic group, including Arab
0
0%
0
0
0%
The above data has been collected through self-reporting by the Board members. Questions asked include gender identity or sex and
ethnic background.
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Sustainable development
The Company notes the diversity targets
included in the Listing Rules, being:
• at least 40% of the individuals on the
Board are women;
• at least one of the specified senior
positions is held by a woman; and
• at least one individual on the Board is
from a minority ethnic background.
At 31 December 2024 the Company did
not meet the target of at least 40% of the
individuals on its board of directors are
women and at least one of the senior positions
on the Board are held by a women. Should
the Board look to appoint further directors
in the future, the Company will give due
consideration to how it may achieve the
diversity targets while ensuring the
appropriate structure of the Board and mix of
skills and expertise relevant to the Company’s
operations. As part of its recruitment
processes, the Company gives careful
consideration to all potential applicants
however has a particular regard to those with
knowledge and experience of the mining
and extractives sector and in particular the
South African market. This necessary focus
narrows considerably the pool of potential
applicants and poses potential challenges
in both recruitment and meeting the
diversity targets. The Company will keep
this under ongoing review.
Given the Company’s current organisational
structure and limited headcount in the
United Kingdom, and its highly regulated
obligations in South Africa under the
Employment Equity Act, New Mining Charter,
SLP and BBBEE regulations, the Board
considers that a formal diversity policy
would not be practicable for the Company
to develop over and above its extensive
policies and procedures already
implemented in South Africa.
The Company and the Board already
integrates equality and diversity in all aspects
of the Company’s business and all decisions
are made on merit and without regard to
protected characteristics. Where appropriate
and practicable for the Company, the
Company considers and implements positive
actions to enable the Company to provide
additional support. This can include, for
example, making adjustments to assist staff
and ensuring that, to the extent possible, all
relevant perspectives are included in decision
making on an ongoing basis. The Group is
committed to improving upon its gender and
diversity targets at all employment levels
within the Group through a required build-up
of sufficient talent pools, training up of
employees and targeted recruitment policies.
The Company will keep the requirement for
a formal diversity policy under review and
will give serious consideration to the
adoption of a policy, tailored to the nature
of the Company’s business, its operations
and resources, at the appropriate point.
The Group’s South African operations are
committed to achieving the goals of the
South African Employment Equity Act and
is pleased to report the following:
• Black Wattle Colliery has exceeded the
10 percent women in management and
core mining target.
• Black Wattle Colliery has achieved over
15 percent women in core mining.
• 95 percent of the women at Black Wattle
Colliery are HDSA females.
In terms of directors, employees and gender
representation, at the year end the Group
had 9 directors (8 male and 2 from a minority
ethnic or HDSA Background, 1 female from
a minority ethnic or HDSA Background), 6
senior managers (4 male and 2 female all
from a minority ethnic or HDSA Background)
and 201 other employees (137 male and 112
from a minority ethnic or HDSA Background,
64 female and 61 from a minority ethnic or
HDSA Background).
Black Wattle Colliery has successfully
submitted their annual Employment Equity
Report to the Department of Labour. In
terms of staff training some highlights for
2024 were:
• One employee was trained in ABET
(Adult Basic Educational Training) on
various levels;
• An additional seven disabled HDSA
women continued their training on ABET
levels one to four;
• Four HDSA persons were enrolled for
apprenticeships in 2024 categorised
as follows:
- One HDSA female employee;
- Two HDSA females from the
local community; and
- One HDSA male from the
local community.
• One HDSA persons continued their
internships in 2024; these are categorised
as follows:
- One HDSA female from the local
community continued her studies as
a Safety Officer (COMSOQ1).
• Four additional HDSA persons started
new internships in 2024; these are
categorised as follows:
- One HDSA female from the local
community started her studies as
a Safety Officer (COMSOC 1).
- Two HDSA Males from the local
community started their studies as
Trainee Pipe fitters/Welders.
- One HDSA female from the local
community completed 3 months
of on-the-job training as an
ADT Operator.
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• Further to the above, we confirm that one
HDSA Female completed her bursary
studies in 2024, while two HDSA females
continued their bursary studies in 2024.
Highlights for 2024 for Sisonke Coal
Processing:
• One employee was trained in ABET
(Adult Basic Educational Training) on
various levels.
Employment terms and conditions for our
employees based at our UK office and at
our South African mining operations are
regulated by and are operated in compliance
with, all relevant prevailing national and local
legislation. Employment terms and conditions
provided to mining staff meet or exceed the
national average. The Group’s mining
operations and coal washing plant facility
are labour intensive and unionised. During
the year no labour disputes, strikes or wage
negotiations disrupted production or had a
significant impact on earnings. The Group’s
relations to date with labour representatives
and labour related unions continue to
remain strong.
Anti-slavery and human trafficking
The Group is committed to the prevention
of the use of forced labour and has a zero
tolerance policy for human trafficking and
slavery. The Group’s policies and initiatives
in this area can be found within the Group’s
Anti-slavery and human trafficking statement
found on the Group’s website at
www.bisichi.co.uk.
Climate change reporting
The Group recognises that climate change
represents one of the most significant
challenges facing the world today and
supports the goals of the Paris Agreement
and the UN Framework Convention on
Climate Change.
Our aim is to:
• minimise our contribution to greenhouse
gas emissions;
• to consider and plan for the physical and
transitional risks of climate change on our
operations; and
• to work with stakeholders, including local
government and communities, to mitigate
the impact of climate-related challenges.
Task force on climate-related financial
disclosures
Bisichi is committed to managing the impact
of its operations on the planet and the impact
of climate change on its operations,
particularly to ensure continued operational
and financial resilience in a changing world
and marketplace. Bisichi understands the
importance of these matters to its investors,
partners, and regulatory authorities and, as
required by the Listing Rules, has adopted
the Task Force on Climate-related Disclosure’s
framework for communicating climate
related financial risks.
The Group’s primary operations are coal
mining and processing in South Africa.
Hydrocarbons are a key source of energy
and heat for the foreseeable future and the
Company’s operations have contributed to
meeting market demand for coal, particularly
in South Africa. However, the Group’s
operations form part of a wider energy and
natural resources market which is in the
process of transitioning, in conjunction with
the published government, national and
supra-national policies, to net-zero.
In the current year, the Group has aligned its
climate disclosures in this Strategic Report
to the four Task force on Climate-related
Financial Disclosures (“TCFD”)
recommendations and the 11 recommended
disclosures as outlined below. The Group
has endeavoured to make disclosures
consistent with the TCFD recommended
disclosures taking into consideration the
short to medium term life of its South
African coal operation and the size and
complexity of the Group as a whole. The
Group continues to develop and enhance
its infrastructure, strategies, structures,
resources and tools to manage the risks
and opportunities presented by climate
change and to ensure its ongoing climate
change reporting disclosure is fully
consistent in all areas with the TCFD
recommended disclosures.
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Governance
Board’s oversight
of climate risk and
opportunities.
The Board has ultimate responsibility for the monitoring and development of the Group’s
approach to climate risk and opportunities.
In light of the size of the Group, ESG matters are considered as part of the Group’s
regular board meetings and at other appropriate points during the year.
The Board has developed and implemented a Climate Change Policy and monitor the
content, effectiveness and implementation of this Policy on a regular basis.
The Group’s Climate Change Policy can be found on the Group’s website at
www.bisichi.co.uk.
Short, medium and long term strategic decisions, including those on capital allocation and
portfolio management, are considered by Group management who make recommendations
to the Board. Climate related issues and policy are included as significant factors for
consideration in the decision making process, both in the management recommendation
and in the Board’s consideration of the relevant issue.
On-going climate related issues are integrated into the Group’s business risk management
process and reporting thereof to the Board and Audit Committee.
The Group has regard to best practice in its area of operations, its health and safety
and environmental obligations and seeks to ensure high standards of business conduct
in its operations. It will review compliance with the TCFD Recommendations on an
ongoing basis, and report on its performance on a yearly basis.
Governance
Management’s
role in assessing
and managing
climate-related risks
and opportunities.
Responsibility for the application of this Policy rests with, but is not limited to, all employees
and contractors engaged in relevant activities under the Group’s operational control.
The Group’s managers are responsible for promoting and ensuring compliance with
this Policy and any related individual site-level policies and practices.
At our South African operations, management have engaged with key stakeholders in
order to ensure awareness of our climate change policy as well as the potential impact of
climate change on our environment and operations. We continue our collaboration with
our contractors on GHG Emission Reporting, and we are actively looking for opportunities
to partner with our stakeholders to drive the uptake of carbon neutral solutions.
For material strategic or financial decisions, the Group may consider procuring expert
advice from third party consultants on the impact in the short, medium and long term
of the decision, and ensure that such information is fully considered as part of the
evaluation of the relevant matter.
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Strategy
Climate-related risks
and opportunities the
Group has identified
over the short, medium,
and long run.
The Group considers the current life of mine of its South African operations to fall within a short
to medium term horizon. Within this horizon, climate change transition risks may impact our
South African coal mining and processing operations. Risks include:
• coal price and demand volatility;
• availability and cost of financing and third party services such as insurance;
• delays or restrictions to regulatory approvals; early retirement of our coal processing
and mining operations; and
• Carbon pricing and taxes, that may create additional costs through the value chain.
The Group have assessed physical climate risk profiles produced by the World Bank, particularly
in relation to our South African operations. The Group considers the physical risks of variations
in climate over the current life of mine of our South African operations to be mainly limited to
an increased risk of seasonal flooding that may impact the operating efficiency, costs and
revenues of our mining and processing operations.
In a longer term horizon, and in a scenario where the useful life of our South African operations
is extended, the above short to medium term transitional risks are expected to continue to apply.
In addition, in a scenario, such as the International Energy Association’s (“IEA”) Pathway to Net
Zero by 2050 (“NZE 2050”), where climate policies are effectively implemented that support
a transformation to net zero emissions by 2050 and limiting the rise of global temperatures
to 1.5°C by the end of the century, policies will lead to significant coal demand decline over
the longer term. This in turn will impact the carrying value and long term viability of our South
African coal operations as well as the stakeholders and communities reliant on our operations.
Extreme weather events, over the long term in South Africa, such as floods, and droughts,
as well as changes in rainfall patterns, temperature, and storm frequency will also affect the
operating efficiency, costs and revenues of our mining and processing operations, supply
chains and impact the communities living close to our operations.
Clean coal research and technology initiatives such as carbon capture may result in opportunities
to increase the useful life of our South African coal mining and processing operations. In addition,
the clean energy transition provides opportunities for the Group to diversify its business activities
and equity investment portfolio into renewable and extractive industries that will benefit from
and are critical to the transition to a clean energy system
The main sources of scope 1 & 2 Green House Gas (GHG) emissions for the Group have been
associated with our South African coal mining and processing operations, namely due to fuel
combustion and electricity usage. Improvements in the cost competitiveness of lower emission
sources of energy provide opportunities to lower overall operating costs at our operations as
well as reduce overall GHG Emissions.
In the UK we have identified the following material physical and transitional risks related to our
UK Retail portfolio:
• Long term physical risk through changes in climate, flood risk and extreme weather; and
• Short-term transition risk from emerging regulation related to energy performance (“EPC”)
and enhanced disclosures.
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Strategy
Impact of climate-
related risks and
opportunities on
businesses, strategy,
and financial
planning.
Management have incorporated and regularly review the following strategies and procedures
in relation to it South African coal operations:
• Review of the impact of climate change and the global transition to clean energy, particularly
in relation to the current life of mine of the Group’s coal operations;
• Regular research and analysis of the coal market demand outlook;
• Regular research and analysis on the outlook of the South African coal mining industry and
climate change regulation including mining regulation, energy procurement and licensing,
and carbon taxing;
• Regular communication with financial service providers and suppliers on any future changes
to availability and cost of services;
• Regular research and analysis on the progress of clean coal technology and related regulatory
initiatives; and
• Regular dialogue and seeking collaboration with governments and local communities and other
stakeholders on climate change-related challenges.
The Board has identified the need to mitigate GHG emission heavy sources of electricity
usage at our coal washing plant. Management continue to evaluate opportunities to reduce these
emissions taking into particular consideration the financial viability and long term sustainability
of the projects.
The Board has identified the need to mitigate GHG emission in its mining process and rehabilitation
activities at Black Wattle. The below areas have been identified where GHG emissions can be
further reduced through:
• Minimising land clearance for new project facilities;
• Adoption of mitigation strategies for preserving integrity of environment;
• Minimising tree felling;
• The use of modern, energy and fuel efficient equipment;
• The inclusion of the impact of GHG emissions as an evaluation criteria in the selection of mining
contractors, suppliers and equipment. Particular consideration will be given to the choice of
vehicles used for the mine fleet, employee transportation and the haulage fleet. Where possible
energy and fuel efficiency will be a factor in the selection of vehicles as this will not only reduce
GHG emissions but also reduce operating costs. In addition to the efficiency of the fleet itself,
opportunities will be sought for improving the use of the vehicles.
• Scheduling of excavation and haulage activities to optimise activities and avoid double
handling, where this is operationally practical; and
• The upgrading of energy-intensive machinery over time will be used to improve efficiency
and reduce CO2 emissions compared to machinery that has been removed.
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Strategy
Impact of climate-
related risks and
opportunities on
businesses, strategy,
and financial
planning.
In addition to the above, Black Wattle has been actively engaged with the Steve Tshwete Local
Municipality (“STLM”) to mitigate GHG emissions in its rehabilitation activities by finding alternative
uses for unrehabilitated mining voids on the mine. Discussions are ongoing to transfer certain
unrehabilitated mining voids to STLM in order for the areas to be developed into a “Waste Eco
Park”. The proposed development will include the licensing and development of a proposed
landfill for waste disposal, recycling facilities, and a general waste management facility. The
proposed Waste Management Facility will be a state-of-the-art treatment and resource beneficiation
facility inclusive of final disposal to landfill. Further environmental screening studies are currently
being undertaken by STLM. Any significant developments will be reported to shareholders in
due course.
Potential water scarcity has increased management focus on opportunities to increase the usage
efficiency of our existing water supply and water recycling systems. The introduction of a closed
loop filter press system for coal fines in 2019 and additional other work concluded or planned on
our water recycling systems at our coal processing facility will result in a lowering of our overall
cost of water and the environmental footprint of our operations. Increased risks of flooding have
been incorporated at planning stage in new opencast mining areas that have been opened.
Transition and physical risks related to climate change are regularly discussed at Board level,
particularly those related to the long term viability of the Group’s South African coal operations and
the future allocation of capital. The Board regularly considers the need for coal as an energy source
both globally and in South Africa over the life of mine of our operations and in its long term planning.
The Board is committed to responsible stewardship of our legacy South African coal assets taking
into account the impact climate change related risks may have on all our local stakeholders. We
recognise the need to collaborate with government, employees and communities, to ensure a just
transition for our stakeholders through the transition to a low carbon economy.
The Board regularly evaluates and continues to seek opportunities to diversify its business activities
and equity investment portfolio, particularly into renewable and extractive industries that predominantly
mine commodities identified by the IEA as critical in the transition to a clean energy system. Any
significant developments will be reported to shareholders in due course.
The Board continue to monitor and regularly review adherence by the Group to changes to UK EPC.
The Group have incorporated the ongoing impact of EPC regulatory standards into its decision
making process.
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Strategy
Resilience of strategy,
taking into consideration
different climate-related
scenarios, including a 2°C
or lower scenario.
Management have incorporated climate scenarios into our strategic operational
planning and review process. We have assessed the resilience of our coal operations
compared to the IEA’s NZE2050 Scenario, which sets out what additional measures
would be required over the next ten years to put the world as a whole on track for net
zero emissions by mid-century. The Scenario indicates a significant coal demand
decline over the longer term impacting the potential commercial longevity of the
Group’s South African operations. In addition we have assessed physical climate
risk profiles for our South African operations obtained via the World Bank Group’s
Climate Change Knowledge Portal. The outcomes of scenario testing and physical
climate profiling have been incorporated into the long term strategic planning and
decision making processes of the Group.
Over the short to medium term, considering the potential impact of transitional
climate risks on the Group’s South African operations, the Group’s climate strategy
and policy is regularly scrutinised by senior management and the Board in regard to
any changes in coal demand outlook and climate regulatory policy that may impact
our operations over the current life of mine. A recent example being the Just Energy
Transition Investment Plan (“JET IP”) announced by the South African Government
for 2023-2027.
The Board encourages senior and local management to assess principal and emerging
climate-related risks on a regular basis. Risks identified are to be reported to
and discussed at Board level and incorporated into the strategy and planning of
the Group.
Risk
Management
Processes for identifying
and assessing climate
related risks.
The Group’s risk management processes are developed, implemented and reviewed
by the Board, who retain ultimate responsibility for them.
In addition to the Group’s management of its principal risks and uncertainties, climate
change impacts are mainly considered from two environmental perspectives, the
impact of our South African coal mining and processing operations on the climate
and the effect of global climate change on our operations and stakeholders.
Heavy sources of GHG emissions have been identified from our annual Greenhouse
Gas emissions recording and reporting.
The Board and Senior management remain in regular communication with local
regulatory bodies, climate research providers, coal market analysts, suppliers, and
services providers to ensure climate related risks and changes in regulatory policy
are identified and assessed on a regular basis. Senior and local management in
South Africa are encouraged by the Board to identify local climate related risks and
changes in regulatory policy that may impact our South African coal operations.
Management continually engage with governments and local communities and other
stakeholders on climate change-related challenges impacting the local area and
the South African coal industry at large.
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Risk
Management
Processes for managing
climate-related risks.
The Board and Senior management co-ordinate the Group’s analysis and planning of the
effects of climate change on our business. The Board regularly discusses the impact of any
risks identified through the organisation, particularly in relation to material matters that
may impact the viability of the Group’s coal operations. The Board regularly reviews and
analyses coal market and outlook research, particularly in relation to targets set out in local
climate policy such as JET IP and global climate scenarios such as NZE 2050.
The mitigation of GHG emissions and identification of climate related risks has been
integrated into our corporate policy, project and procurement evaluation criteria at our
South African operations to ensure it is consistently applied and managed.
The Group continuously monitors and reports key performance indications relating to
environmental matters, including the location of CO2 emissions, their levels and intensity.
On an ongoing basis, the Group assesses the impact of carbon pricing, climate regulation
and taxation on going concern assumptions, the Group’s current and future strategy
and operations.
Risk
Management
Processes for
identifying, assessing,
and managing
climate-related
risks are integrated
into the overall risk
management.
New or evolving climate change risks identified by both senior and local management are to
be reported to and discussed at Board level and incorporated into the strategy, planning
and climate policy of the Group.
Where possible, plans to mitigate the effect of climate change on our operations and our
local communities will be integrated into the mine’s regulatory environmental management
and social and labour plans.
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Metrics and
Targets
Metrics used by the
Group to assess
climate related risks
and opportunities in line
with its strategy and risk
management process.
A financial segmentation of the Group’s South African coal mining and processing assets
that are impacted by the climate related risks and opportunities outlined above can be
found on page 80.
The Group recognises that its ability to reduce overall carbon emissions is constrained at
present by the main segment of its business activities, being coal mining and processing in
South Africa. The Group has, however, sought to appropriately target its emission reduction
strategy to the elements of its operations where a meaningful reduction in greenhouse
gas emissions can be effected, and this will be reflected in the targets set by the Group
in due course.
The Group measures and report our CO2 emissions across the Group including a breakdown
of UK and South African coal operations. See below for disclosure of emissions during
the year.
Metrics and
Targets
Scope 1, Scope 2 and,
if appropriate, Scope 3
greenhouse gas (GHG)
emissions, and the
related risks.
The Group is committed to measuring and reporting our scope 1 and 2 greenhouse gas
emissions, see below for disclosure of emissions during the year.
Scope 3 emissions are not currently measured given the size and life of mine of the Group’s
South African coal operations and the uncertainty and impracticality in accurately measuring
such emissions throughout the value chain. The Group will continue to assess the above
approach as part of its continued review of compliance with the TCFD Recommendations
and taking into account any material changes in future business activities.
Metrics and
Targets
Targets used by the
Group to manage
climate-related risks
and opportunities and
performance against
targets.
Over 99% of the Group’s GHG Emissions relate to our South African coal operations
which has a current life of mine of 5 years.
In the short term, the Group’s continues to evaluate areas where GHG emissions can be
further reduced, particularly scope 2 emissions related to the heavy sources of electricity
usage at our coal washing plant. Once the Group has identified the scope of further
potential reductions, their time, capital cost and practicability of implementation, short
term targets for the Group will be reassessed.
Over the long term, as part of the Group’s business strategy, the Board continues to
evaluate opportunities to diversify its business activities. In turn, targets related to GHG
emissions will be re-evaluated in line with any future changes in the Group’s planned
operating activities.
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Green House Gas reporting
We have reported on all of the emission sources required under the Companies Act 2006 (Strategic Report and Directors’ Reports) Regulations.
The data detailed in these tables represent emissions and energy use for which Bisichi PLC is responsible. To calculate our emissions,
we have used the main requirements of the Greenhouse Gas Protocol Corporate Standard and a methodology adapted from the
Intergovernmental Panel on Climate Change (2019), along with the UK Government’s Emission Factors for Company Reporting 2024.
Any estimates included in our totals are derived from actual data which have been extrapolated to cover the full reporting periods. Our
reporting includes our energy use and emissions associated with our UK office, which are minimal (1.0 tonnes of CO2e).
The Group’s carbon footprint:
2024
CO2e
Tonnes
2023
CO2e
Tonnes
Emissions source:
Scope 1 direct emissions from the combustion of fuel or the operation of any facility including fugitive
emissions from refrigerants use
60,702
39,709
Scope 2 indirect emissions resulting from the purchase of electricity, heat, steam or cooling by the
company for its own use (location based)
8,438
7,601
Total gross emissions
69,140
47,310
Of which:
UK
1
1
South Africa
69,139
47,309
Intensity:
Tonnes of CO2 per £ sterling of revenue
0.0013
0.0010
Tonnes of CO2 per tonne of coal produced
0.0462
0.0587
kWh
kWh
Energy consumption used to calculate above emissions
96,215,539
90,218,230
Of which UK
5,055
5,857
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Principal risks & uncertainties
PRINCIPAL RISK
PERFORMANCE AND MANAGEMENT OF THE RISK
COAL PRICE AND VOLUME RISK
The Group is exposed to coal price risk as its future revenues
will be derived from contracts or agreements with physical
off-take partners at prices that will be determined by
reference to market prices of coal at delivery date.
The Group’s South African mining and coal processing
operational earnings are significantly dependent on movements
in both the export and domestic coal price.
The price of export sales is derived from a US Dollar-
denominated export coal price and therefore the price
achievable in South African Rands can be influenced by
movements in exchange rates and overall global demand
and supply. The volume of export sales achievable can be
influenced by rail capacity and export quota constraints at
Richards Bay Coal Terminal under the Quattro programme.
The domestic market coal prices are denominated in South
African Rand and are primarily dependant on local demand
and supply.
In the short term, disconnections in global energy markets
and global economic volatility may result in additional price
volatility in both the export and domestic market due to
fluctuations in both demand and supply.
Longer term both the demand and supply of coal in the
domestic and global market may be negatively impacted
by regulatory changes related to climate change and
governmental CO2 emission commitments.
The Group primarily focuses on managing its underlying production and
processing costs to mitigate coal price volatility as well as from time to
time entering into forward sales contracts with the goal of preserving
future revenue streams. The Group has not entered into any such
contracts in 2023 and 2024.
The Group’s export and domestic sales are determined based on the
ability to deliver the quality of coal required by each market together
with the market factors set out opposite. Volumes of export sales
achieved during the year were primarily dependent on the Group’s ability
to produce the higher quality of coal required for export, obtaining
adequate rail capacity and utilising allowable export quotas under the
Quattro programme. The volume of domestic market sales achieved
during the year were primarily dependant on local demand and supply
as well as the Group’s ability to produce the overall quality of coal
required. The Group continues to assess on an ongoing basis its
dependence on the above factors and evaluate alternative means to
ensure coal sales and prices achieved are optimised.
The Group assesses on an ongoing basis the impact of that volatility
in global energy markets, economic volatility and climate change
related risks may have on the Group’s mining operations and future
investment decisions as outlined in the Group’s climate change
reporting on page 12.
MINING RISK
As with many mining operations, the reserve that is mined
has the risk of not having the qualities and accessibility
expected from geological and environmental analysis. This
can have a negative impact on revenue and earnings as the
quality and quantity of coal mined and sold by our mining
operations may be lower than expected.
This risk is managed by engaging independent geological experts,
referred to in the industry as the “Competent Person”, to determine the
estimated reserves and their technical and commercial feasibility for
extraction. In addition, management engage Competent Persons to
assist management in the production of detailed life of mine plans as
well as in the monitoring of actual mining results versus expected
performance and management’s response to variances. The Group
continued to engage an independent Competent Person in the
current year. Refer to page 5 for details of mining performance.
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Principal risks & uncertainties
PRINCIPAL RISK
PERFORMANCE AND MANAGEMENT OF THE RISK
CURRENCY RISK
The Group’s operations are sensitive to currency movements,
especially those between the South African Rand, US Dollar
and British Pound. These movements can have a negative
impact on the Group’s mining operations revenue as noted
above, as well as operational earnings.
The Group is exposed to currency risk in regard to the Sterling
value of inter-company trading balances with its South African
operations. It arises as a result of the retranslation of Rand
denominated inter-company trade receivable balances into
Sterling that are held within the UK and which are payable
by South African Rand functional currency subsidiaries.
The Group is exposed to currency risk in regard to the
retranslation of the Group’s South African functional currency
net assets to the Sterling reporting functional currency of
the Group. A weakening of the South African Rand against
Sterling can have a negative impact on the financial
position and net asset values reported by the Group.
Export sales within the Group’s South African operations are derived from a
US Dollar-denominated export coal price. A weakening of the US Dollar can
have a negative impact on the South African Rand prices achievable for coal
sold by the Group’s South African mining operations. This in turn can
have a negative impact on the Group’s mining operations revenue as
well as operational earnings as the Group’s mining operating costs are
Rand denominated. In order to mitigate this, the Group may enter into
forward sales contracts in local currencies with the goal of preserving
future revenue streams. The Group has not entered into any such
contracts in 2024 and 2023.
Although it is not the Group’s policy to obtain forward contracts to mitigate
foreign exchange risk on inter-company trading balances or on the
retranslation of the Group’s South African functional currency net assets,
management regularly review the requirement to do so in light of any
increased risk of future volatility.
Refer to the ‘Financial Review’ for details of significant currency
movement impacts in the year.
NEW RESERVES AND MINING PERMISSIONS
The life of the mine, acquisition of additional reserves,
permissions to mine (including ongoing and once-off
permissions) and new mining opportunities in South Africa
generally are contingent on a number of factors outside of
the Group’s control such as approval by the Department
of Mineral Resources and Energy, the Department of
Water Affairs and Forestry and other regulatory or state
owned entities.
In addition, the Group’s South African operations are subject
to the government Mining Charter. Failure to meet existing
targets or further regulatory changes to the Mining Charter,
could adversely affect the mine’s ability to retain its mining
rights in South Africa.
The work performed in the acquisition and renewal of mining permits as
well as the maintenance of compliance with permits, includes factors such
as environmental management, health and safety, labour laws and Black
Empowerment legislation (such as the New Mining Charter); as failure to
maintain appropriate controls and compliance may in turn result in the
withdrawal of the necessary permissions to mine. The management of
these regulatory risks and performance in the year is noted in the Mining
Review on page 5 as well as in the Sustainable Development report on
page 7 and in this section under the headings environmental risk, health
& safety risk and labour risk. Additionally, in order to mitigate this risk,
the Group strives to provide adequate resources to this area including
the employment of adequate personnel and the utilisation of third party
consultants competent in regulatory compliance related to mining rights
and mining permissions.
POWER SUPPLY RISK
The current utility provider for power supply in South Africa
is the state-owned Eskom. Eskom continues to undergo
capacity problems resulting in power cuts and lack of provision
of power supply to new projects. Any power cuts or lack of
provision of power supply to the Group’s mining operations
may disrupt mining production and impact on earnings.
The Group’s mining operations have to date not been affected by
power cuts. However the Group manages this risk through regular
monitoring of Eskom’s performance and ongoing ability to meet power
requirements. In addition, the Group continues to assess the ability to
utilise diesel generators as an alternative means of securing power in
the event of power outages.
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Principal risks & uncertainties
PRINCIPAL RISK
PERFORMANCE AND MANAGEMENT OF THE RISK
FLOODING RISK
The Group’s mining operations are susceptible to flooding
which could disrupt mining production and impact on
earnings.
Management monitors water levels on an ongoing basis and various
projects have been completed, including the construction of additional
dams, to minimise the impact of this risk as far as possible.
ENVIRONMENTAL RISK
The Group’s South African mining operations are required
to adhere to local environmental regulations. Any failure to
adhere to local environmental regulations, could adversely
affect the Group’s ability to exercise its mining rights in
South Africa.
In line with all South African mining companies, the management of this
risk is based on compliance with the Environment Management Plan.
In order to ensure compliance, the Group strives to provide adequate
resources to this area including the employment of personnel and the
utilisation of third party consultants competent in regulatory compliance
related to environmental management.
To date, Black Wattle is fully compliant with the regulatory
requirements of the Department of Water Affairs and Forestry and
has an approved water use licence. Further details of the Group’s
Environment Management Programme are disclosed in the Sustainable
development report on page 7.
HEALTH & SAFETY RISK
Attached to mining there are inherent health and safety
risks. Any such safety incidents disrupt operations, and
can slow or even stop production. In addition, the Group’s
South African mining operations are required to adhere to
local Health and Safety regulations.
The Group has a comprehensive Health and Safety programme in
place to mitigate this risk. Management strive to create an environment
where Health and safety of our employees is of the utmost importance.
Our Health & Safety programme provides clear guidance on the
standards our mining operation is expected to achieve. In addition,
management receive regular updates on how our mining operations
are performing. Further details of the Group’s Health and Safety
Programme are disclosed in the Sustainable Development report on
page 7.
CLIMATE CHANGE RISK
Climate change is a material issue that can affect our South
African coal business through:
• changes in carbon pricing, taxes, and coal mining
regulation;
• extreme climatic events;
• access to capital and services and allocation thereof; and
• reduced demand and prices for coal.
Transition and physical risks related to climate change are regularly
discussed and acted upon at Board and management levels,
particularly those related to the viability of the Group’s South African
coal operations and the future allocation of capital. Further details of
the Group’s performance and management of climate change related
risk is set out in the Group’s climate change report on page 11.
LABOUR RISK
The Group’s mining operations and coal washing plant
facility are labour intensive and unionised. Any labour
disputes, strikes or wage negotiations may disrupt
production and impact earnings.
In order to mitigate this risk, the Group strives to ensure open and
transparent dialogue with employees across all levels. In addition,
appropriate channels of communication are provided to all employment
unions at Black Wattle to ensure effective and early engagement on
employment matters, in particular wage negotiations and disputes.
Refer to the ‘Employment & diversity’ section on page 9 for further details.
23
Bisichi PLC
Strategic Report
Principal risks & uncertainties
PRINCIPAL RISK
PERFORMANCE AND MANAGEMENT OF THE RISK
SOCIO-ECONOMIC, POLITICAL INSTABILITY & REGULATORY ENVIRONMENT RISK
The Group is exposed to a wide range of political, economic,
regulatory, social and tax environments, particularly in South
Africa. Regulation applicable to resource companies can often
be subject to adverse and unexpected changes. Environmental,
social, economic and tax regulatory codes can be complex
and uncertain in their application. The Group may be impacted
by adverse actions and decisions by governments including
operational delays, delays or loss of permits or licenses to
operate. Laws and regulations in the countries in which we
operate may change or be implemented in a manner that may
have a materially adverse effect on the Group. Our operations
may also be affected by political, economic and unemployment
instability, including terrorism, civil disorder, violent crime, war
and social unrest.
The Group actively engages with governments, regulators and other
stakeholders within the countries in which it operates. The Group
endeavours to operate its businesses according to high legal, ethical,
social and human rights standards and comply with all applicable
environmental, social and tax laws and regulations.
The Group’s assets and investments are diversified across various
countries which reduces the Group’s exposure to any particular
country. The Board regularly assesses the political and socio-
economic environment and related risks of the countries it operates
and invests in.
CASHFLOW RISK
Commodity price risk, currency volatility and the
uncertainties inherent in mining may result in favourable or
unfavourable cashflows.
In order to mitigate this, we seek to balance the high risk of our mining
operations with a dependable cash flow from our UK property investment
operations which are actively managed by London & Associated Properties
PLC and our equity investment portfolio. Due to the long term nature of
the leases, the effect on cash flows from property investment activities are
expected to remain stable as long as tenants remain in operation. Refer to
Financial and Performance review on page 24 for details of the property and
investment portfolio performance.
PROPERTY VALUATION RISK
Fluctuations in property values, which are reflected in
the Consolidated Income Statement and Balance Sheet,
are dependent on an annual valuation of the Group’s
commercial and residential development properties. A fall in
UK commercial and residential property can have a marked
effect on the profitability and the net asset value of the Group
as well as impact on covenants and other loan agreement
obligations.
The economic performance of the United Kingdom, including
counter inflationary regulatory measures, as well as the
current economic performance and trends of the UK retail
market, may impact the level of rental income, yields and
associated property valuations of the Group’s UK property
assets including its investments in Joint Ventures.
The Group utilises the services of London & Associated Properties PLC
whose responsibility is to actively manage the portfolio to improve rental
income and thus enhance the value of the portfolio over time. In addition,
management regularly monitor banking covenants and other loan agreement
obligations as well as the performance of our property assets in relation to the
overall market over time.
Management continues to monitor and evaluate the impact of counter
inflationary regulatory measures and the current economic performance
of the UK retail market on the future performance of the Group’s existing
UK portfolio. In addition, the Group assesses on an ongoing basis the
performance of the UK retail market on the Group’s banking covenants, loan
obligations and future investment decisions.
Refer to page 28 for details of the property portfolio performance.
24
Bisichi PLC
Strategic Report
EBITDA, adjusted EBITDA and mining
production are used as key performance
indicators for the Group and its mining
activities as the Group has a strategic focus
on the long term development of its existing
mining reserves and the acquisition of
additional mining reserves in order to realise
shareholder value. Mining production can
be defined as the coal quantity in metric
tonnes extracted from our reserves during
the period and held by the mine before any
processing through the washing plant.
Whilst profit/(loss) before tax is considered
as one of the key overall performance
indicators of the Group, the profitability of the
Group and the Group’s mining activities can
be impacted by the volatile and capital
intensive nature of the mining sector.
Accordingly, EBITDA and adjusted EBITDA
are primarily used as key performance
indicators as they are indicative of the value
associated with the Group’s mining assets
expected to be realised over the long term
life of the Group’s mining reserves. In addition,
for the Group’s property investment
operations, the net property valuation and
net property revenue are utilised as key
performance indicators as the Group’s
substantial property portfolio reduces the
risk profile for shareholders by providing
stable cash generative UK assets and
access to capital appreciation. Certain key
performance indicators below are not
Generally Accepted Accounting Practice
measures and are not intended as a substitute
for those measures, and may or may not be
the same as those used by other companies.
Key performance indicator
The key performance indicators for the Group are:
2024
£’000
2023
£’000
For the Group:
Operating profit before depreciation, fair value adjustments and exchange movements (adjusted
EBITDA)
10,850
2,647
EBITDA
10,418
3,354
Profit before tax
5,020
610
For our property investment operations:
Net property valuation
10,760
10,610
Net property revenue
1,266
1,268
For our mining activities:
Operating profit before depreciation, fair value adjustments and exchange movements (adjusted
EBITDA)
9,861
1,380
EBITDA
9,837
1,222
Tonnes
‘000
Tonnes
‘000
Mining production
1,495
807
Quantity of coal sold
1,389
1,031
Financial & performance review
The movement in the Group’s Adjusted EBITDA from £2.6million in 2023 to £10.9million in 2024
can mainly be attributed to the performance of the Group’s South African operations. Higher
mining production, lower mining costs, and a higher proportion of sales into the export market
offset lower coal prices in 2024.
25
Bisichi PLC
Strategic Report
Financial & performance review
The key performance indicators of the Group
can be reconciled as follows:
Mining
£’000
Property
£’000
Other
£’000
2024
£’000
Revenue
50,683
1,266
340
52,289
Transport and loading cost
(6,386)
-
-
(6,386)
Mining and washing costs
(27,194)
-
-
(27,194)
Other operating costs excluding depreciation
(7,242)
(613)
(4)
(7,859)
Operating profit before depreciation, fair value adjustments and exchange
movements (adjusted EBITDA)
9,861
653
336
10,850
Exchange movements
(24)
-
-
(24)
Fair value adjustments
-
150
-
150
Gains on investments held at fair value through profit and loss (FVPL)
-
-
68
68
Operating profit excluding depreciation
9,837
803
404
11,044
Share of loss in joint venture
-
(626)
-
(626)
EBITDA
9,837
177
404
10,418
Net interest movement
(996)
(358)
-
(1,354)
Depreciation
(4,044)
-
-
(4,044)
Profit before tax
4,797
(181)
404
5,020
The key performance indicators of the Group
can be reconciled as follows:
Mining
£’000
Property
£’000
Other
£’000
2023
£’000
Revenue
47,424
1,268
561
49,253
Transport and loading cost
(2,812)
-
-
(2,812)
Mining and washing costs
(35,808)
-
-
(35,808)
Other operating costs excluding depreciation
(7,424)
(557)
(5)
(7,987)
Operating profit before depreciation, fair value adjustments and exchange
movements (adjusted EBITDA)
1,380
711
556
2,647
Exchange movements
(158)
-
-
(158)
Fair value adjustments
-
145
-
145
Gains on investments held at fair value through profit and loss (FVPL)
-
-
759
759
Operating profit excluding depreciation
1,222
856
1,315
3,393
Share of loss in joint venture
-
(39)
-
(39)
EBITDA
1,222
817
1,315
3,354
Net interest movement
(960)
(291)
-
(1,251)
Depreciation
(1,493)
-
-
(1,493)
Profit before tax
(1,231)
526
1,315
610
26
Bisichi PLC
Strategic Report
Financial & performance review
Adjusted EBITDA is used as a key indicator
of the operating trading performance of the
Group and its operating segments
representing operating profit before the
impact of depreciation, fair value adjustments,
gains/(losses) on disposal of other investments
and foreign exchange movements. The
Group’s operating segments include its
South African mining operations and UK
property. The performance of these two
operating segments are discussed in more
detail below.
The Group achieved an EBITDA for the year
of £10.4million (2023: £3.4million). The
movement compared to the prior year can
mainly be attributed to the increased EBITDA
from our mining activities of £9.8million
(2023: £1.2million). In addition, the Group’s
fair value gain, related to our UK property
was £0.15million (2023: £0.15million) and
gains related to investments held at fair
value through profit and loss were
£0.07million (2023: £0.8million).
The Group reported a profit before tax of
£5.0million (2023: £0.6million) for the year
resulting in an increase in taxation for the
year to £1.6million (2023: £0.3million). This
resulted in the Group achieving an overall
profit for the year after tax of £3.4million
(2023: £0.3million), of which £1.1million
(2023: £0.26million) was attributable to
equity holders of the company.
South African mining operations
Performance
The key performance indicators of the Group’s South African mining operations are presented in South African Rand and UK Sterling
as follows:
South African Rand
UK Sterling
2024
R’000
2023
R’000
2024
£’000
2023
£’000
Revenue
1,186,788
1,087,690
50,683
47,422
Transport and loading costs
(149,534)
(64,497)
(6,386)
(2,812)
Mining and washing costs
(636,772)
(821,307)
(27,194)
(35,808)
Operating profit before other operating costs and depreciation
400,482
201,886
17,103
8,802
Other operating costs (excluding depreciation)
(7,242)
(7,422)
Operating profit before depreciation, fair value adjustments
and exchange movements (adjusted EBITDA)
9,861
1,380
Exchange movements
(24)
(158)
EBITDA
9,837
1,222
2024
R
2023
R
Net Revenue per tonne of mining production
694
1,268
Mining and washing costs per tonne of mining production
(426)
(1,018)
Operating profit per tonne of mining production before other operating costs and depreciation
268
250
2024
‘000
2023
‘000
Mining production in tonnes
1,495
807
Net Revenue per tonne of mining production can be defined as the revenue price achieved per metric tonne of mining production less
transportation and loading costs.
27
Bisichi PLC
Strategic Report
Financial & performance review
A breakdown of the quantity of coal sold and revenue of the Group’s South African mining operations are presented in metric tonnes and
South African Rand as follows:
Domestic
‘000
Export
‘000
2024
‘000
Domestic
‘000
Export
‘000
2023
‘000
Quantity of coal sold in tonnes
1,180
209
1,389
897
134
1,031
Domestic
R’000
Export
R’000
2024
R’000
Domestic
R’000
Export
R’000
2023
R’000
Revenue
865,693
321,095
1,186,788
843,218
244,472
1,087,690
R
R
R
R
R
R
Net Revenue per tonne of coal sold
687
1,086
747
938
1,357
992
Mining and washing costs per tonne of coal sold
(458)
(797)
Operating profit per tonne of coal sold before other
operating costs and depreciation
288
196
The quantity of coal sold can be defined as
the quantity of coal sold in metric tonnes by
the Group in any given period. Net Revenue
per tonne of coal sold can be defined as
the revenue price achieved less transportation
and loading costs per metric tonne of
coal sold.
Total net revenue per tonne of coal sold for
the Group’s mining and processing operations
decreased for the year from R992 per tonne of
coal sold in 2023 to R747 in 2024, attributable
to average price decreases per tonne in both
the export and domestic market. The average
price decreases in the domestic market were
attributable to a proportional decrease in
higher quality coal, destined for the export
market, being sold domestically and lower
overall prices achievable.
An increase in mining production from
Black Wattle offset a decrease in buy-in
coal processed during the year and an
increase in coal inventories at the end of
the year resulting in the quantity of coal
sold for the year increasing to 1.389million
tonnes (2023: 1.031million tonnes).
Overall, revenue from the Group’s South
African mining operations increased during
the year to R1.187billion (2023: R1.088billion)
mainly due to the higher mining production
and coal volumes sold offsetting the lower
coal prices achievable.
Mining and washing costs per tonne of coal
sold during the year decreased from R797
per tonne in 2023 to R458 per tonne in 2024
mainly due to a decrease in mining costs
per tonne from Black Wattle as outlined in
the Mining Review on page 5. This resulted
in a decrease in total mining and washing
costs for the Group to R636.8million
(2023: R821.3million).
Other operating costs (excluding depreciation)
of £7.2million (2023: £7.4million) include
general administrative costs and administrative
salaries and wages related to our South
African mining operations that are incurred
both in South Africa and in the UK. These
costs are not significantly impacted by
movements in mining production and coal
processing. Overall costs in South Africa
and in the UK were in line with management’s
expectations and local inflation.
In summary, the movement in the Group’s
Adjusted EBITDA from £2.65million in 2023
to £10.85million in 2024 can mainly be
attributed to the performance of the Group’s
South African mining and coal processing
operations outlined above. A further
explanation of the mines operational
performance can be found in the Mining
Review on page 5.
28
Bisichi PLC
Strategic Report
Financial & performance review
UK property investment
Performance
The Group’s portfolio is managed actively by
London & Associated Properties plc. Net
property revenue (excluding joint ventures and
service charge income) across the portfolio
remained stable during the year at £1.27million
(2023: £1.27million). The property portfolio
was externally valued at 31 December 2024
and the value of UK investment properties
attributable to the Group at year end
increased marginally to £10.76million
(2023: £10.61million).
Joint venture property investments
The Group holds a £0.6million (2023:
£0.6million) joint venture investment in
Dragon Retail Properties Limited, a UK
property investment company. The open
market value of the company’s share of
investment properties included within its
joint venture investment in Dragon Retail
Properties increased during the year to
£1.078million (2023: £1.015million).
The Group continues to hold it 50% joint
venture investment in West Ealing Projects
Limited, a UK unlisted property development
company with a carrying value of £nil
(£0.4million) and loan to the joint venture of
£1.9million (2023: £1.6million). West Ealing
Projects Limited’s only asset is a property
development in West Ealing, London.
Planning permission is held for the creation
of 56 new residential apartments and ground
floor shops on the site. An assessment was
conducted of the carrying value of the
development, which resulted in a £0.4million
(2023: £nil) impairment provision of the
Group’s share of the carrying value of the
trading property, which was valued at
£4.1million at year end (2023: £4.4million).
There are several ongoing negotiations with
contractors, lenders and the council, the
outcomes of which are uncertain. There
remain significant risks that may impact our
overall financial return from this project
including further write-downs of our equity
and loans to the venture.
During the year the Group held an investment
in Development Physics Limited, a joint
venture between LAP, Bisichi and Metroprop
Real Estate, owned equally by the three
parties. The venture was set up, with the
purpose of delivering a residential
development of 44 flats and 4 town houses
in Purley, London. Following an unsuccessful
planning application and subsequent appeal,
the joint venture partners decided to stop
development activities and allow the options
over parcels of land to lapse. The company
has subsequently been closed. A loan to
the joint venture of £0.25million was written
off during the year. At year end, the carrying
value of the investment held by the Group
was £nil (2023: negative £24,000).
Overall, the Group achieved net property
revenue of £1.4million (2023: £1.4million)
for the year which includes the company’s
share of net property revenue from its
investment in joint ventures of £88,000
(2023: £113,000).
Other Investments
The Group’s non-current investments held
at fair value through profit and loss were
valued at year end at £14.3million (2023:
£14.3million). Additions during the year of
£5.1million (2023: £1.2million) and gains
from investments of £0.2million (2023:
£0.9million) offset disposals of £5.2million
(2023: £0.4million). The investments comprise
of £4.6million (2023: £6.8million) of
investments listed on stock exchanges in
the United Kingdom, £8.3million (2023:
£7.4million) of investments listed on overseas
stock exchanges and £1.5million (2023: £nil)
in an overseas listed equity related investment
fund. The Group’s listed investments continue
to comprise primarily listed equities involved
in extractive and energy related business
activities, including entities involved in the
extraction of commodities needed for the
clean energy transition. As at year end, the
fair value of the Group’s listed equity related
investment portfolios comprised:
• 55% of investments in listed equities with
a market capitalisation of greater than
£10billion;
• 25% of investments in listed equities with
a market capitalisation of greater than
£1bn and less then £10billion;
• 8% of investments in listed equities with
a market capitalisation of less than £1bn;
and
• 12% of an investment in a listed equity
related investment fund.
29
Bisichi PLC
Strategic Report
Financial & performance review
Cash flow generated from operating activities
increased compared to the prior year to
£8.1million (2023: £1.8million). This can mainly
be attributed to the increase in operating
profit during the year to £7.0million (2023:
£1.9million). The increase in operating profit
can mainly be attributed to the stronger overall
performance of the Group’s South African
coal mining and processing operations.
Investing cashflows primarily reflect the net
disposals of listed equity investments of
£0.1million (2023: net acquisitions £0.8million)
and capital expenditure during the year of
£8.1million (2023: £5.9million) which can
mainly be attributable to mine development
costs at Black Wattle’s new mining area. As
at year end the Group’s mining reserves,
plant and equipment had a carrying value
of £22.8million (2023: £18.8million) with capital
expenditure being offset by depreciation of
£4.0million (2023: £1.4milion) and exchange
translation movements of £0.4million
(2023: £2.0million) for the year.
Cash outflows from financing activities
includes a net decrease in borrowings of
£0.2million (2023: £0.5million). In addition,
dividends were paid during the year to
equity shareholders of £0.7million
(2023: £2.3million).
Overall, the Group’s cash and cash
equivalents decreased during the year by
£0.8million (2023: £7.8million). The Group’s
net balance of cash and cash equivalents
(including bank overdrafts) at year end was
negative £1.1million (2023: £0.3million).
The Group has considerable financial
resources available at short notice including
cash and cash equivalents (excluding bank
overdrafts) of £1.2million (2023: £3.2million)
and listed equity related investments of
£15.0million (2023: £15.0million) as at year
end. The above financial resources totalling
£16.1million (2023: £18.2million).
The net assets of the Group reported as at
year end were £36.5million (2023: £33.6million)
and total assets at £62.1million
(2023: £59.8million).
Liabilities decreased from £26.2million to
£25.6million during the year primarily due
to a decrease in overall borrowings from
£7.5million to £6.1million, a decrease in tax
payable from £5.2million to £3.8million
offsetting an increase in trade and other
payables from £11.6million to £12.9million.
Further details on the Group’s cashflow and
financial position are stated in the
Consolidated Cashflow Statement on page
70 and the Consolidated Balance Sheet on
page 67 and 68.
Cashflow
The following table summarises the main components of the consolidated cashflow for the year:
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
Cash flow generated from operations before working capital and other items
10,850
2,647
Cash flow from operating activities
8,120
1,778
Cash flow from investing activities
(8,039)
(6,701)
Cash flow from financing activities
(897)
(2,874)
Net (decrease) / increase in cash and cash equivalents
(816)
(7,797)
Cash and cash equivalents at 1 January
(292)
7,365
Exchange adjustment
25
140
Cash and cash equivalents at 31 December
(1,083)
(292)
Cash and cash equivalents at 31 December comprise:
Cash and cash equivalents as presented in the balance sheet
1,175
3,242
Bank overdrafts (secured)
(2,258)
(3,534)
(1,083)
(292)
30
Bisichi PLC
Strategic Report
Financial & performance review
Loans
South Africa
The Group has a structured trade finance
facility with Absa Bank Limited for R85million
held by Sisonke Coal Processing (Pty) Limited,
a 100% subsidiary of Black Wattle Colliery
(Pty) Limited. This facility comprises of an
R85million revolving facility to cover the
working capital requirements of the Group’s
South African operations. The facility is
renewable annually and is secured against
inventory, debtors and cash that are held
in the Group’s South African operations.
United Kingdom
In December 2024, the Group signed a
renewed 5 year term facility of £3.9m with
Julian Hodge Bank Limited at a LTV of 50%.
The loan is secured against the company’s
UK retail property portfolio. The amount
repayable on the loan at year end was
£3.9million. The overall interest cost of the
loan is 4.00% above the Bank of England
base rate. The loan is secured by way of a
first charge over the investment properties
in the UK which are included in the financial
statements at a value of £10.76million. The
debt package has a five year term and is
repayable at the end of the term in December
2029. No banking covenants were breached
by the Group during the year.
Statement regarding Section 172
of the UK Companies Act
Section 172 of the UK Companies Act
requires the Board to report on how the
directors have had regard to the matters
outlined below in performing their duties.
The Board consider the Group’s customers,
employees, local communities, suppliers
and shareholders as key stakeholders of
the Group. During the year, the Directors
consider that they have acted in a way, and
have made decision that would, most likely
promote the success of the Group for the
benefit of its members as a whole as
outlined in the matters below:
• The likely consequences of any decision
in the long term: see Principal activity,
strategy & business model on page 4
and Principal Risks and Uncertainties on
page 20;
• The interests of the Group’s employees;
ethics and compliance; fostering of the
Company’s business relationships with
suppliers, customers and others; and the
impact of the Group’s operations on the
community and environment: see
Sustainability report on page 7;
• The need to act fairly between members
of the Company: see the Corporate
Governance section on page 35.
Future prospects
In the first quarter of the 2025, we have seen
stable production from Black Wattle, our coal
mining operation. In our South African coal
markets, the availability of rail for export has
continued to improve for the year to date,
however lower seaborne coal prices, reflecting
a temporary buildup in global coal supply
and a slowdown in demand, impacted coal
revenue in the first quarter of 2025. In light
of this, management will be focussing on
sustaining production levels and maintaining
a diversified sales market.
The Group continues to seek and evaluate
opportunities to transition into alternative
mining, commodity and renewable energy
related opportunities through new
commercial arrangements.
In the UK, management is looking forward
to completing its property development in
West Ealing as well as seeking other
opportunities to expand upon on its property
and equity investment portfolios. This is in
line with the Group’s overall strategy of
balancing the high risk of our mining
operations with a dependable cash flow
and capital appreciation from our UK property
investment operations and equity investments.
To date, the Group’s financial position has
remained strong, and at present, the Group
has adequate financial resources to ensure
the Group remains viable for the foreseeable
future and that liabilities are met. A full going
concern and viability assessment can be
found in the Directors report on page 39.
Further information on the outlook of the
company can be found in both the Chairman’s
Statement on page 2 and the Mining Review
on page 5 which form part of the
Strategic Report.
Signed on behalf of the Board of Directors
Garrett Casey
Finance Director
28 April 2025
31
Bisichi PLC
Governance
* ANDREW R HELLER MA, ACA
(Chairman & Managing Director)
GARRETT CASEY CA (SA)
(Finance Director)
ROBERT GROBLER Pr Cert Eng
(Director of Mining)
+ JOHN WONG ACA, CFA (Non-executive)
John Wong was appointed a Director on 15 October
2020. After training as a Chartered accountant he
has worked in the fund management industry for
over 20 years and has extensive experience in
investment management, in particular within the
mining sector.
O CLEMENT R W PARISH (appointed 01 July
2024) (Non-executive)
Clement Robin W Parish was appointed a director
on 1 July 2024. Robin has over 50 years of
experience in investment trading. His career,
which began after his studies at Oxford University,
includes senior directorships on the boards of
various publicly listed exploration, mining,
and industrial companies.
JOHN A HELLER LLB, MBA (Non-executive)
John Heller was appointed a Director on 29
March 2024. John Heller is the Chairman and
Chief Executive of London & Associated
Properties PLC which holds a 41.6% stake in
Bisichi. John Heller has extensive knowledge
and experience in property investment and
management.
* RT HON. STEPHEN CRABB (Appointed
1 November 2024) (Non-executive)
Stephen was appointed a Director on 1 November
2024. Stephen served as a Member of Parliament
from 2005 to 2024. During his political career
Stephen held various leadership roles in Parliament
including Secretary of State for Wales and
Secretary of State for Work and Pensions.
Stephen has degrees from London Business
School (MBA, 2004) & Bristol University.
SECRETARY AND
REGISTERED OFFICE
Garrett Casey CA (SA)
12 Little Portland Street
London W1W8BJ
BLACK WATTLE
COLLIERY AND SISONKE
COAL PROCESSING
DIRECTORS
Andrew Heller
(Managing Director)
Ethan Dube
Robert Grobler
Garrett Casey
Millicent Zvarayi
COMPANY
REGISTRATION
Company registration No.
00112155 (Incorporated
in England and Wales)
WEBSITE
www.bisichi.co.uk
E-MAIL
admin@bisichi.co.uk
AUDITOR
Kreston Reeves LLP,
London
PRINCIPAL BANKERS
United Kingdom
Julian Hodge Bank Limited
Santander UK PLC
Investec PLC
South Africa
ABSA Bank (SA)
First National Bank (SA)
CORPORATE
SOLICITORS
United Kingdom
Ashfords LLP, London
Fladgate LLP, London
Olswang LLP, London
Wake Smith Solicitors
Limited, Sheffield
South Africa
Beech Veltman Inc,
Johannesburg
Brandmullers Attorneys,
Middelburg
Cliffe Decker Hofmeyer,
Johannesburg
Herbert Smith Freehills,
Johannesburg
Natalie Napier Inc,
Johannesburg
Tugendhaft Wapnick
Banchetti and Partners,
Johannesburg
STOCKBROKERS
Shore Capital Stockbrokers
Limited
REGISTRARS AND
TRANSFER OFFICE
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds
LS1 4DL
UK telephone:
0371 664 0300
International telephone:
+44 371 664 0300
(Calls are charged at the
standard geographic rate
and will vary by provider.
Calls outside the United
Kingdom will be charged
at the applicable
international rate).
Lines are open between
9.00am to 5.30pm, Monday
to Friday, excluding public
holidays in England
and Wales.
MANAGEMENT TEAM
OTHER DIRECTORS AND ADVISORS
* Member of the nomination committee
O Member of the audit &
remuneration committee
+ Senior Independent Director, Member
of the audit, nomination and
remuneration committees.
Website:
https://www.mpms.mufg.com/
Email: shareholderenquiries@
cm.mpms.mufg.com
32
Bisichi PLC
Governance
2024
£’000
2023
£’000
2022
£’000
2021
£’000
2020
£’000
Consolidated income statement items
Revenue
52,289
49,253
95,111
50,520
29,805
Operating profit /(loss)
7,000
1,900
38,976
3,403
(4,493)
Profit/(Loss) before tax
5,020
610
38,014
2,501
(5,196)
Trading profit /(loss) before tax
5,400
(255)
37,127
1,559
(3,881)
Revaluation and impairment (loss) / profit before tax
(380)
865
887
942
(1,315)
EBITDA
10,418
3,354
39,980
5,849
(2,387)
Operating profit before depreciation, fair value
adjustments and exchange movements (adjusted
EBITDA)
10,850
2,647
39,363
5,028
(1,111)
Consolidated balance sheet items
Investment properties
10,760
10,610
10,465
10,525
10,270
Other non-current investments
14,970
15,260
13,631
4,761
3,001
25,730
25,870
24,096
15,286
13,271
Current Investments held at fair value
628
734
886
685
833
26,358
26,604
24,982
15,971
14,104
Other assets less liabilities less non-controlling interests
5,925
5,386
8,820
1,541
1,969
Total equity attributable to equity shareholders
32,283
31,990
33,802
17,512
16,073
Net assets per ordinary share (attributable)
302.4p
299.6p
316.6p
164.0p
150,5p
Dividend per share
7.00p
7.00p
22.00p
6.00p
0p
Financial calendar
18 June 2025
Annual General Meeting
Late August 2025
Announcement of half-year results to 30 June 2025
Late April 2026
Announcement of results for year ending 31 December 2025
Five year summary
33
Bisichi PLC
Governance
Review of business, future
developments and post balance
sheet events
The Group continues its mining activities.
Income for the year was derived from sales
of coal from its South African operations.
The Group also has an equity investment
portfolio, a property investment portfolio for
which it receives rental income and a joint
venture investment in a residential
property development.
The results for the year and state of affairs of
the Group and the company at 31 December
2024 are shown on pages 64 to 113 and in
the Strategic Report on pages 2 to 30. Future
developments and prospects are also covered
in the Strategic Report and further details of
any post balance sheet events can be found
in note 32 to the financial statements. Over
98 per cent of staff are employed in the
South African coal mining industry –
employment matters and health and safety
are dealt with in the Strategic Report.
The management report referred to in the
Director’s responsibilities statement
encompasses this Directors’ Report and
Strategic Report on pages 2 to 30.
Corporate responsibility
Environment
The environmental considerations of the
Group’s South African coal mining operations
are covered in the Strategic Report on
pages 2 to 30.
The Group’s UK activities are principally
property investment whereby premises are
provided for rent to retail businesses and a
joint venture investment in a UK residential
property development in West Ealing.
The Group seeks to provide those tenants
with good quality premises from which they
can operate in an efficient and environmentally
friendly manner. Wherever possible,
improvements, repairs and replacements
are made in an environmentally efficient
manner and waste recycling arrangements
are in place at all the company’s locations.
Climate Change Reporting and
Greenhouse Gas Emissions
The Group’s climate change report and
details on its greenhouse gas emissions for
the year ended 31 December 2024 can be
found on page 11 of the Strategic Report.
Employment
The Group’s policy is to attract staff and
motivate employees by offering competitive
terms of employment. The Group provides
equal opportunities to all employees and
prospective employees including those
who are disabled. The Strategic Report
gives details of the Group’s activities and
policies concerning the employment, training,
health and safety and community support
and social development concerning the
Group’s employees in South Africa.
Dividend policy
As outlined in the Strategic report on page
3 the directors are proposing the payment
of a final dividend of 4p (2023: 4p) for 2024.
An interim dividend for 2024 of 3p
(Interim 2023: 3p) has been paid on
7 February 2025.
The total dividend per ordinary share for
2024 will therefore be 7p (2023: 7p) per
ordinary share.
Investment properties and other
properties
The investment property portfolio is stated
at its open market value of £10,760,000 at
31 December 2024 (2023: £10,610,000) as
valued by professional external valuers. The
open market value of the company’s share
of investment properties and development
property inventory held at cost included
within its investments in joint ventures is
£5,126,000 (2023: £5,176,000).
Financial instruments
Note 22 to the financial statements sets out
the risks in respect of financial instruments.
The Board reviews and agrees overall treasury
policies, delegating appropriate authority to
the managing director. Treasury operations
are reported at each Board meeting and
are subject to weekly internal reporting.
Directors’ report
The directors submit their report together with the audited financial statements for
the year ended 31 December 2024.
34
Bisichi PLC
Governance
Directors’ report
Directors
The directors of the company for the year
were A R Heller, G J Casey, C A Joll
(ceased to be a director on 18 April 2024),
R J Grobler (a South African citizen), J A
Sibbald (ceased to be a director on 3
October 2024), J Wong, J Heller, C R W
Parish (appointed 01 July 2024) and S
Crabb (appointed 01 November 2024).
Mr Parish was appointed as an independent
non-executive director bringing over 50 years
of invaluable investment trading expertise.
His distinguished career, commencing after
his studies at Oxford University, includes
senior directorships in publicly listed
exploration, mining, and industrial companies.
The Rt Hon. S Crabb was appointed as an
independent non-executive director
contributing a unique perspective derived
from his extensive political career spanning
2005 to 2024. His leadership roles as
Secretary of State for Wales and Secretary
of State for Work and Pensions, coupled
with his academic credentials from London
Business School (MBA, 2004) and Bristol
University, and his prior experience as Policy
Manager at the London Chamber of
Commerce, provide a significant asset to
the Board.
In accordance with our rotation policy,
C R W Parish and S Crabb are retiring and
offering themselves for re-election. The
Board strongly recommends their re-election.
Mr. Parish’s deep investment acumen
significantly enhances our strategic direction
and shareholder value. Mr. Crabb’s broad
experience provides crucial support to our
strategic initiatives, driving the expansion of
our business and investment interests.
During the year, the Company made an
investment into a fund in which John Wong
(an independent non-executive director) is
linked by virtue of his engagement as the fund
manager and having a material interest in
the fund. In accordance with the Companies
Act 2006, the Company’s articles of
association and the Disclosure Guidance
and Transparency Rules, John Wong
recused himself from discussions relating
to the proposed investment and the Board
resolved to impose certain conditions on
John Wong given his interests including,
but not limited to, restricting the availability
of information to John Wong and to exclude
him from discussions and voting on matters
relating to the investment and its ongoing
review in line with the Company’s treasury
policies. In accordance with the requirements
of the Disclosure Guidance and Transparency
Rules, the Company released an
announcement containing the prescribed
information on 3 April 2024.
Other than noted above, no director had
any material interest in any contract or
arrangement with the company during the
year other than as shown in this report.
Directors’ shareholdings
The interests of the directors in the shares
of the company, including family and
trustee holdings where appropriate, are
shown on page 43 of the Annual
Remuneration Report.
Disclosure of information to auditor
The directors in office at the date of approval
of the financial statements have confirmed
that as far as they are aware that there is no
relevant audit information of which the auditor
is unaware. Each of the directors has
confirmed that they have taken all reasonable
steps they ought to have taken as directors
to make themselves aware of any relevant
audit information and to establish that it has
been communicated to the auditor.
Substantial interests
The following have advised that they have an interest in 3 per cent. or more of the issued
share capital of the company as at 31 December 2024:
London & Associated
Properties PLC –
4,432,618 shares representing 41.6 per cent. of the
issued capital (The Heller family is a shareholder of
London & Associated Properties PLC).
The Heller Family –
330,117 shares representing 3.09 per cent. of the
issued capital.
A R Heller –
785,012 shares representing 7.35 per cent. of the
issued capital.
Stonehage Fleming Investment
Management Ltd –
1,866,154 shares representing 17.53 per cent. of the
issued share capital.
35
Bisichi PLC
Governance
Directors’ report
Indemnities and insurance
The Articles of Association and Constitution
of the company provide for them to indemnify,
to the extent permitted by law, directors
and officers (excluding the Auditor) of the
companies, including officers of subsidiaries,
and associated companies against liabilities
arising from the conduct of the Group’s
business. The indemnities are qualifying
third-party indemnity provisions for the
purposes of the UK Companies Act 2006
and each of these qualifying third-party
indemnities was in force during the course
of the financial year ended 31 December
2024 and as at the date of this Directors’
report. No amount has been paid under any
of these indemnities during the year.
The Group has purchased directors’ and
officers’ insurance during the year. In broad
terms, the insurance cover indemnifies
individual directors and officers against certain
personal legal liability and legal defence
costs for claims arising out of actions taken
in connection with Group business.
Corporate Governance
The Board acknowledges the importance of
good corporate governance. The paragraphs
below set out how the company has applied
this guidance during the year.
Principles of corporate governance
The Group’s Board appreciates the value of
good corporate governance not only in the
areas of accountability and risk management,
but also as a positive contribution to business
prosperity. The Board endeavours to apply
corporate governance principles in a sensible
and pragmatic fashion having regard to the
circumstances of the Group’s business. The
key objective is to enhance and protect
shareholder value.
Board structure
The Board currently comprises the joint
executive chairman and managing director,
two other executive directors and four
non-executive directors. Their details appear
on page 31. The Board is responsible to
shareholders for the proper management
of the Group. The Directors’ responsibilities
statement in respect of the accounts is set
out on page 54. The non-executive directors
have a particular responsibility to ensure
that the strategies proposed by the executive
directors are fully considered.
To enable the Board to discharge its duties,
all directors have full and timely access to all
relevant information and there is a procedure
for all directors, in furtherance of their duties,
to take independent professional advice, if
necessary, at the expense of the Group.
The Board has a formal schedule of matters
reserved to it and meets bi-monthly.
The Board is responsible for overall Group
strategy, approval of major capital expenditure
projects and consideration of significant
financing matters.
The following Board committees, which
have written terms of reference, deal with
specific aspects of the Group’s affairs:
• In 2024, the nomination committee
comprised of two non-executive directors
C A Joll (Chairman) (ceased to be a
director on 18 April 2024) and JA Sibbald
(ceased to be a director on 3 October
2024) as well as the executive chairman.
The committee is responsible for proposing
candidates for appointment to the Board,
having regard to the balance and structure
of the Board. In appropriate cases
recruitment consultants are used to assist
the process. Each director is subject to
re-election at least every three years. On
9 April 2025, a new committee was formed
which comprises of Stephen Crabb
(Chairman), John Wong, both independent
non-executive directors, and the
executive chairman.
• The remuneration committee is responsible
for making recommendations to the Board
on the company’s framework of executive
remuneration and its cost. The committee
determines the contractual terms,
remuneration and other benefits for each
of the executive directors, including
performance related bonus schemes,
pension rights and compensation
payments. The Board itself determines
the remuneration of the non-executive
directors. During 2024, the committee
comprised of two non-executive directors
C A Joll (Chairman) (ceased to be a
director on 18 April 2024) and J A
Sibbald (ceased to be a director on 3
October 2024). On 21 January 2025, a
new committee was formed which
comprises of Clement R W Parish
(Chairman) and John Wong, both
independent non-executive directors.
The company’s executive chairman is
normally invited to attend meetings. The
report on directors’ remuneration is set
out on pages 41 to 50.
36
Bisichi PLC
Governance
Directors’ report
• In 2024, the audit committee comprised
of two non-executive directors C A Joll
(Chairman) (ceased to be a director on
18 April 2024) and JA Sibbald (ceased to
be a director on 3 October 2024). On 21
January 2025, a new committee was
formed which comprises of John Wong
(Chairman) and Clement R W Parish,
both independent non-executive directors.
Its prime tasks are to review the scope of
external audit, to receive regular reports
from the company’s auditor and to review
the half-yearly and annual accounts before
they are presented to the Board, focusing
in particular on accounting policies and
areas of management judgment and
estimation. The committee is responsible
for monitoring the controls which are in
force to ensure the integrity of the
information reported to the shareholders.
The committee acts as a forum for
discussion of internal control issues and
contributes to the Board’s review of the
effectiveness of the Group’s internal
control and risk management systems
and processes. The committee also
considers annually the need for an internal
audit function. It advises the Board on the
appointment of external auditors and on
their remuneration for both audit and
non-audit work, and discusses the nature
and scope of the audit with the external
auditors. The committee, which meets
formally at least twice a year, provides
a forum for reporting by the Group’s
external auditors.
Where such directors were not members
of the relevant committee, meetings are
also attended, by invitation of the committee,
by the Company’s executive chairman and
finance director.
The audit committee also undertakes a formal
assessment of the auditors’ independence
each year which includes:
• review of non-audit services provided to
the Group and related fees;
• discussion with the auditors of a written
report detailing consideration of any
matters that could affect independence
or the perception of independence;
• a review of the auditors’ own procedures
for ensuring the independence of the audit
firm and partners and staff involved in the
audit, including the regular rotation of the
audit partner; and
• obtaining written confirmation from the
auditors that, in their professional
judgement, they are independent.
The audit committee report is set out on
pages 50 and 51.
Performance evaluation – board,
board committees and directors
The performance of the board as a whole
and of its committees and the non-executive
directors is assessed by the executive
chairman and is discussed with the senior
independent director. Their recommendations
are discussed at the nomination committee
prior to proposals for re-election being
recommended to the Board. The performance
of executive directors is discussed and
assessed by the remuneration committee.
The senior independent director meets
regularly with the executive chairman and
both the executive and non-executive
directors individually outside of formal
meetings. The directors will take outside
advice in reviewing performance but have
not found this necessary to date.
Independent directors
The independent non-executive directors
during 2024 were Christopher Joll (ceased to
be a director on 18 April 2024), John Sibbald
(ceased to be a director on 3 October 2024),
John Wong,
Clement R W Parish (appointed director on
1 July 2024) and Stephen Crabb (appointed
director on 1 November 2024).
Christopher Joll was a non-executive director
of the company for over twenty years, John
Sibbald was a non-executive director for
over thirty years, John Wong was appointed
to the Board on 15 October 2020, Clement
R W Parish was appointed to the Board on
1 July 2024 and Stephen Crabb was
appointed to the Board on 1 November 2024.
The Board encourages the non-executive
directors to act independently. The Board
considers that their length of service does
not, and has not, resulted in their inability or
failure to act independently. In the opinion of
the Board, Christopher Joll and John Sibbald
continued to fulfil their role as independent
non-executive directors during the year.
The Board considers that as a result of the
systems and controls the Company has put in
place, notwithstanding his outside business
interests, including in relation to certain funds
in which the Company has invested,
John Wong remains independent.
The independent directors regularly meet
prior to Board meetings to discuss corporate
governance issues.
Internal control
The directors are responsible for the Group’s
system of internal control and review of its
effectiveness annually. The Board has
designed the Group’s system of internal
control in order to provide the directors with
reasonable assurance that its assets are
safeguarded, that transactions are authorised
and properly recorded and that material
errors and irregularities are either prevented
or would be detected within a timely period.
However, no system of internal control can
eliminate the risk of failure to achieve business
objectives or provide absolute assurance
against material misstatement or loss.
37
Bisichi PLC
Governance
Directors’ report
Board and board committee meetings
The number of meetings during 2024 and attendance at regular Board meetings and Board committees was as follows:
Meetings
held
Meetings
Attended
A R Heller
Board
Audit committee
Nomination committee
Remuneration committee
5
2
1
1
5
2
1
1
G J Casey
Board
Audit committee
5
2
5
2
R J Grobler
Board
5
1
C A Joll (ceased to be a director on 18 April 2024)
Board
Audit committee
Nomination committee
Remuneration committee
2
2
1
1
1
1
1
1
J A Sibbald (ceased to be director on 3 October 2024)
Board
Audit committee
Nomination committee
Remuneration committee
4
2
1
1
4
2
1
1
J Wong
Board
5
5
J A Heller
Board
5
5
C R W Parish (appointed director on 1 July 2024)
Board
2
2
S Crabb (appointed director on 1 November 2024)
Board
1
1
There were no significant issues identified during the year ended 31 December 2024 (and up to the date of approval of the report)
concerning material internal control issues. The directors confirm that the Board has reviewed the effectiveness of the system of internal
control as described during the period.
The key elements of the control system
in operation are:
• the Board meets regularly with a formal
schedule of matters reserved to it for
decision and has put in place an
organisational structure with clearly
defined lines of responsibility and with
appropriate delegation of authority;
• there are established procedures for
planning, approval and monitoring of
capital expenditure and information
systems for monitoring the Group’s financial
performance against approved budgets
and forecasts;
• UK property and financial operations are
closely monitored by members of the Board
and senior managers to enable them to
assess risk and address the adequacy of
measures in place for its monitoring and
control. The South African operations are
closely supervised by the UK based
executives through daily, weekly and
monthly reports from the directors and
senior officers in South Africa. This is
supplemented by regular visits by the UK
based finance director to the South African
operations which include checking the
integrity of information supplied to the
UK; and
• as required by the Disclosure Guidance
and Transparency Rules, the Company has
in place systems and controls to identify
and classify related party transactions
and to ensure the Company complies
with its obligations in relation to
such transactions.
The directors are guided by the internal control
guidance for directors issued by the Institute
of Chartered Accountants in England and
Wales. During the period, the audit committee
has reviewed the effectiveness of internal
control as described above. The Board
receives periodic reports from its committees.
38
Bisichi PLC
Governance
Directors’ report
Communication with shareholders
Communication with shareholders is a matter
of priority. Extensive information about the
Group and its activities is given in the Annual
Report, which is made available to
shareholders. Further information is available
on the company’s website, www.bisichi.co.uk.
There is a regular dialogue with institutional
investors. Enquiries from individuals on
matters relating to their shareholdings and
the business of the Group are dealt with
informatively and promptly.
Share capital of the Company
The company has one class of share capital,
ordinary shares. Each ordinary share carries
one vote. All the ordinary shares rank pari
passu. There are no securities issued in the
company which carry special rights with
regard to control of the company. The identity
of all substantial direct or indirect holders of
securities in the company and the size and
nature of their holdings is shown under the
“Substantial interests” section of this
report above.
A relationship agreement dated 15 September
2005 (the “Relationship Agreement”) was
entered into between the company and
London & Associated Properties PLC (“LAP”)
in regard to the arrangements between them
whilst LAP is a controlling shareholder of the
company. The Relationship Agreement
includes a provision under which LAP has
agreed to exercise the voting rights attached
to the ordinary shares in the company owned
by LAP to ensure the independence of the
Board of directors of the company.
Other than the restrictions contained in the
Relationship Agreement, there are no
restrictions on voting rights or on the transfer
of ordinary shares in the company. The rules
governing the appointment and replacement
of directors, alteration of the articles of
association of the company and the powers
of the company’s directors accord with
usual English company law provisions.
Each director is re-elected at least every
three years. The company is not party to
any significant agreements that take effect,
alter or terminate upon a change of control
of the company following a takeover bid.
The company is not aware of any agreements
between holders of its ordinary shares that
may result in restrictions on the transfer of
its ordinary shares or on voting rights.
There are no agreements between the
company and its directors or employees
providing for compensation for loss of office
or employment that occurs because of a
takeover bid.
The Bribery Act 2010
The Bribery Act 2010 came into force on 1
July 2011, and the Board took the opportunity
to implement a new Anti-Bribery Policy. The
company is committed to acting ethically,
fairly and with integrity in all its endeavours
and compliance with the policy is
closely monitored.
Annual General Meeting
The annual general meeting of the company
(“Annual General Meeting”) will be held at
6 Babmaes Street, London SW1Y 6HD on
Wednesday, 18 June 2025 at 11.00 a.m.
Resolutions 1 to 8 will be proposed as
ordinary resolutions. More than 50 per cent.
of shareholders’ votes cast must be in
favour for those resolutions to be passed.
The directors consider that all of the
resolutions to be put to the meeting are
in the best interests of the company and
its shareholders as a whole. The Board
recommends that shareholders vote in
favour of all resolutions.
Please note that the following paragraph is
a summary of resolution 8 to be proposed
at the Annual General Meeting and not the
full text of the resolution. You should therefore
read this section in conjunction with the full
text of the resolutions contained in the
notice of Annual General Meeting.
Directors’ authority to allot shares
(Resolution 8)
In certain circumstances it is important for
the company to be able to allot shares up
to a maximum amount without needing to
seek shareholder approval every time an
allotment is required. Paragraph 8.1.1 of
resolution 8 would give the directors the
authority to allot shares in the company and
grant rights to subscribe for, or convert any
security into, shares in the company up to
an aggregate nominal value of £355,894.
This represents approximately 1/3 (one third)
of the ordinary share capital of the company
in issue (excluding treasury shares) at 28 April
2025 (being the last practicable date prior
to the publication of this Directors’ Report).
Paragraph 8.1.2 of resolution 8 would give
the directors the authority to allot shares in
the company and grant rights to subscribe
for, or convert any security into, shares in the
company up to a further aggregate nominal
value of £355,894, in connection with a
pre-emptive rights issue. This amount
represents approximately 1/3 (one third) of
the ordinary share capital of the company in
issue (excluding treasury shares) at 28 April
2025 (being the last practicable date prior
to the publication of this Directors’ Report).
Therefore, the maximum nominal value of
shares or rights to subscribe for, or convert
any security into, shares which may be allotted
or granted under resolution 8 is £711,788.
Resolution 8 complies with guidance issued
by the Investment Association (IA).
39
Bisichi PLC
Governance
Directors’ report
The authority granted by resolution 8 will
expire on 31 August 2026 or, if earlier, the
conclusion of the next annual general
meeting of the company. The directors
have no present intention to make use of
this authority. However, if they do exercise
the authority, the directors intend to follow
emerging best practice as regards its use
as recommended by the IA.
Donations
No political donations were made during
the year (2023: £nil).
Going concern
The Group’s business activities, together
with the factors likely to affect its future
development are set out in the Chairman’s
Statement on the preceding page 2, the
Mining Review on pages 5 to 6 and its
financial position is set out on page 24 of
the Strategic Report. In addition Note 22 to
the financial statements includes the Group’s
treasury policy, interest rate risk, liquidity
risk, foreign exchange risks and credit risk.
In South Africa, a structured trade finance
facility with Absa Bank Limited for R85million
is held by Sisonke Coal Processing (Pty)
Limited, a 100% subsidiary of Black Wattle
Colliery (Pty) Limited. This facility comprises
of a R85million revolving facility to cover the
working capital requirements of the Group’s
South African operations. The facility is
renewable annually and is secured against
inventory, debtors and cash that are held in
the Group’s South African operations. The
Directors do not foresee any reason why
the facility will not continue to be renewed
at the next renewal date, in line with prior
periods and based on their banking
relationships.
Significant investments have been made in
2024 and 2023 in opening new mining areas
at Black Wattle Colliery (Pty) Ltd. In 2025 to
date, we have seen the improved production
levels continue. The directors expect that
coal market conditions for the Group’ will
remain at a stable and profitable level through
2025. The directors therefore have a
reasonable expectation that the mine will
achieve positive levels of cash generation
for the Group in 2025. As a consequence,
the directors believe that the Group is well
placed to manage its South African
business risks successfully.
In the UK, forecasts demonstrate that the
Group has sufficient resources to meet its
liabilities as they fall due for at least the next
12 months, from the approval of the financial
statements, including those related to the
Group’s UK Loan facility outlined below.
In December 2024, the Group signed a
renewed 5 year term facility of £3.9m with
Julian Hodge Bank Limited at a LTV of 50%.
The loan is secured against the company’s
UK retail property portfolio. The amount
repayable on the loan at year end was
£3.9million. The overall interest cost of the
loan is 4.00% above the Bank of England
base rate. The debt package has a five
year term and is repayable at the end of the
term in December 2029. All covenants on
the previous loan and the new loan were
met during the year. The directors have a
reasonable expectation that the Group has
adequate financial resources at short
notice, including cash and listed equity
investments, to ensure the facility’s
covenants are met.
During the year, Dragon Retail Properties
Limited (“Dragon”), the Group’s 50% owned
joint venture, signed a new Santander UK
PLC bank loan of £0.74million secured
against its investment property, see note 14.
The bank loan is secured by way of a first
charge on specific freehold property at a
value of £2.15million. The interest cost of
the loan is 3.5 per cent above the Bank of
England base rate. The loan term is three
years and expires in July 2027.
Beyond its banking facilities, the Group
maintained over £15.0million in readily
convertible listed securities and other
investments at year-end, ensuring strong
liquidity. Consequently, the Directors
anticipate maintaining sufficient cash reserves
for the next 12 months. They are confident
that the Group possesses adequate
resources to sustain operations for the
foreseeable future and effectively mitigate
business risks. Therefore, the going
concern basis of accounting remains
appropriate for these financial statements.
By order of the board
G.J Casey
Secretary
12 Little Portland Street
London W1W 8BJ
28 April 2025
40
Bisichi PLC
Governance
The previous remuneration committee
comprised of two non-executive directors
during the year, Christopher Joll (chairman),
whose death was sadly reported to the
shareholders in April last year, and John
Sibbald, who retired from the Board in
October last year.
Following the appointment of Clement R W
Parish as a director on 01 July 2024, a new
committee was subsequently formed which
comprises of Clement R W Parish (Chairman)
and John Wong, both independent
non-executive directors.
The first part is the Annual Remuneration
Report which details remuneration awarded
to Directors and non-executive Directors
during the year. The shareholders will be
asked to approve the Annual Remuneration
Report as an ordinary resolution (as in
previous years) at the AGM in June 2024.
During the year, in light of the performance
of the Group, the board determined to
award bonuses to certain executive
directors of the Group.
The second part is the current remuneration
policy, which details the remuneration
policy for Directors, and can be found at
www.bisichi.co.uk. The current remuneration
policy was subject to a binding vote which
was approved by shareholders at the AGM
in June 2024.The approval will continue to
apply for a 3 year period commencing from
then. The committee reviewed the existing
policy and deemed that no changes were
necessary to the current arrangements.
The remuneration committee considered
the overall performance of the group as
well as of each director in the year ended
31 December 2024 and remuneration
including bonuses were awarded in line
with the performance conditions of the
remuneration policy.
Both of the above reports have been
prepared in accordance with The Large &
Medium-sized Companies and Groups
(Accounts and Reports) (Amendment)
Regulations 2013.
The company’s auditors, Kreston Reeves
LLP are required by law to audit certain
disclosures and where disclosures have
been audited they are indicated as such.
Clement R W Parish
Chairman – remuneration committee
12 Little Portland Street
London W1W8BJ
28 April 2025
Statement of the Chairman
of the remuneration committee
The remuneration committee presents its report for the year
ended 31 December 2024. The report is presented in two parts
in accordance with the remuneration regulations.
41
Bisichi PLC
Governance
The following information has been audited:
Single total figure of remuneration for the year ended 31 December 2024:
Salaries
and Fees
£’000
Benefits
£’000
Bonuses
£’000
Long
Term
Incentive
Awards
£’000
Pension
£’000
Notional
Value of
Vesting
Share
Options
Total
2024
£’000
Total
Fixed
Remuneration
£’000
Total
Variable
Remuneration
£’000
Executive Directors
A R Heller
850
50
250
-
85
-
1,235
985
250
G J Casey
300
20
150
-
30
-
500
350
150
R Grobler
208
16
-
-
19
-
243
243
-
Non–Executive Directors
C A Joll* (ceased to
be a director on
18 April 2024)
27
-
-
-
-
-
27
27
-
J A Sibbald* (ceased
to be a director on
3 October 2024)
17
2
-
-
-
-
19
19
-
J Wong
100
-
-
-
-
-
100
100
-
J Heller
-
9
-
-
-
9
9
-
C R W Parish
(appointed on
1 July 2024)
20
-
-
-
-
-
20
20
-
S Crabb (appointed
on 1 November 2024)
7
-
-
-
-
-
7
7
-
Total
1,529
97
400
-
134
-
2,160
1,760
400
*Members of the remuneration committee for the year ended 31 December 2024
Annual remuneration report
42
Bisichi PLC
Governance
Annual remuneration report
Single total figure of remuneration for the year ended 31 December 2023:
Salaries
and Fees
£’000
Benefits
£’000
Bonuses
£’000
Long
Term
Incentive
Awards
£’000
Pension
£’000
Notional
Value of
Vesting
Share
Options
Total
2023
£’000
Total
Fixed
Remuneration
£’000
Total
Variable
Remuneration
£’000
Executive Directors
Sir Michael Heller (ceased to be a director on 30 January 2023)
17
-
-
-
-
-
17
17
-
A R Heller
850
49
-
-
85
-
984
984
-
G J Casey
300
17
75
-
30
-
422
347
75
R Grobler
203
16
-
-
18
-
237
237
-
Non–Executive Directors
C A Joll*
80
21
-
-
-
-
101
101
-
J A Sibbald*
3
3
-
-
-
-
6
6
-
J Wong
85
-
-
-
-
-
85
85
-
J Heller (appointed on 29 March 2023)
-
9
-
-
-
-
9
9
-
Total
1,538
115
75
-
133
-
1,861
1,786
75
*Members of the remuneration committee for the year ended 31 December 2023
Summary of directors’ terms
Date of contract
Unexpired term
Notice
period
Executive directors
A R Heller
January 1994
See note below
3 months
G J Casey
June 2010
See note below
3 months
R J Grobler
April 2008
See note below
3 months
Non-executive directors
C A Joll (ceased to be a director on 18 April 2024)
February 2001
See note below
3 months
J A Sibbald (ceased to be a director on 3 October 2024)
October 1988
See note below
3 months
J Wong
October 2020
See note below
3 months
J Heller
March 2023
See note below
3 months
C R W Parish
July 2024
See note below
3 months
S Crabb
November 2024
See note below
3 months
In accordance with the Company rotation policy the directors retire and offer themselves up for re-election every three years. At the next
Annual General Meeting, on 18 July 2025, C R W Parish and S Crabb are retiring and offering themselves for re-election.
43
Bisichi PLC
Governance
Annual remuneration report
Pension schemes and incentives
Three (2023: Three) directors have benefits under money purchase pension schemes. Contributions in 2024 were £133,914
(2023: £133,410), see table above. There are no additional benefits payable to any director in the event of early retirement.
Scheme interests awarded during the year
During the year no share options were granted under share option schemes.
Share option schemes
The company currently has only one Unapproved Share Option Scheme which is not subject to HM revenue and Customs (HMRC)
approval. The 2012 scheme was approved by the remuneration committee of the company on 28 September 2012.
Number of share options
Option
price*
1 January
2024
Options
granted/
(Surrendered)
in
2024
31
December
2024
Exercisable
from
Exercisable
to
The 2012 Scheme
A R Heller
352.00p
380,000
-
380,000
01/09/2022
31/08/2032
G J Casey
352.00p
380,000
-
380,000
01/09/2022
31/08/2032
*Middle market price at date of grant
No consideration is payable for the grant of
options under the 2012 Unapproved Share
Option Scheme. There are no performance
or service conditions attached to the 2012
Unapproved Share Option scheme. No part
of the award was attributable to share price
appreciation and no discretion has been
exercised as a result of share price
appreciation or depreciation. During the
year, there were no changes to the exercise
price or exercise period for the options.
The following graph illustrates the company’s
performance compared with a broad equity
market index over a ten year period.
Performance is measured by total shareholder
return. The directors have chosen the FTSE All
Share Mining index as a suitable index for this
comparison as it gives an indication of
performance against a spread of quoted
companies in the same sector.
44
Bisichi PLC
Governance
Annual remuneration report
The middle market price of Bisichi PLC ordinary shares at 31 December 2024 was 112.5p (2023: 127.5p). During the year the share
price ranged between 77.5p and 135p.
Payments to past directors
No payments were made to past directors in the year ended 31 December 2024 (2023: £nil).
Payments for loss of office
No payments for loss of office were made in the year ended 31 December 2024 (2023: £nil).
Statement of Directors’ shareholding and share interest
Directors’ interests
The interests of the directors in the shares of the company, including family and trustee holdings where appropriate, were as follows:
Beneficial
Non-beneficial
31.12.2024
1.1.2024
31.12.2024
1.1.2024
A R Heller
785,012
785,012
-
-
R J Grobler
-
-
-
-
G J Casey
40,000
40,000
-
-
C A Joll (ceased to be a director on 18 April 2024)
-
-
-
-
J A Sibbald (ceased to be a director on 3 October 2024)
-
-
-
-
J Wong
-
-
-
-
J A Heller
-
-
-
-
C R W Parish (appointed 1 July 2024)
15,000
15,000
-
-
S Crabb (appointed 1 November 2024)
-
-
-
-
There are no requirements or guidelines for any director to own shares in the Company.
45
Bisichi PLC
Governance
Annual remuneration report
Remuneration of the Managing Director over the last ten years
The table below demonstrates the remuneration of the holder of the office of Managing Director for the last ten years for the period from
1 January 2015 to 31 December 2024.
Year
Managing
Director1
Managing
Director
Single total
figure of
remuneration
£’000
Annual
bonus payout
against
maximum
opportunity2
%
Long-term
incentive
vesting rates
against
maximum
opportunity
%
2024
A R Heller
850
10%
N/A
2023
A R Heller
850
0%
N/A
2022
A R Heller
1,637
74%
N/A
2021
A R Heller
929
27%
N/A
2020
A R Heller
551
0%
N/A
2019
A R Heller
1,035
34%
N/A
2018
A R Heller
1,073
34%
N/A
2017
A R Heller
898
25%
N/A
2016
A R Heller
850
22%
N/A
2015
A R Heller
912
22%
N/A
1 Bisichi PLC does not have a Chief Executive so the table includes the equivalent information for the Managing Director.
2 The Annual bonus payout is compared to 300% of annual salary being the current maximum bonus opportunity the remuneration committee reserves the power to
award in an exceptional year as per the remuneration policy.
46
Bisichi PLC
Governance
Annual remuneration report
Percentage change in remuneration and Company performance
The table below represents the change in remuneration of the directors in comparison to employees of the company:
Executive
Non-executive
Employee
remuneration
on a full-time
equivalent
basis:
2024
A R
Heller G J Casey
R Grobler
C A Joll
J A
Sibbald
J Wong
J Heller
C R W
Parish
S Crabb
Employees6
Base Salary
0%
0%
2%
0%
456%
18%
0%
N/A4
N/A5
(5%)
Benefits
3%
18%
0%
(100%)
(12%)
0%
0%
N/A4
N/A5
18%
Bonuses
N/A1
100%
0%
0%
0%
0%
0%
N/A4
N/A5
100%
2023
Base Salary
72%
55%
(7%)
54%
0%
55%
N/A3
N/A4
N/A5
(20%)
Benefits
17%
0%
(6%)
N/A1
0%
0%
N/A3
N/A4
N/A5
0%
Bonuses
(100%)
(87%)
(100%)
0%
0%
0%
N/A3
N/A4
N/A5
(94%)
2022
Base Salary
0%
5%
6%
30%
0%
10%
N/A3
N/A4
N/A5
47%
Benefits
24%
0%
55%
0%
0%
0%
N/A3
N/A4
N/A5
0%
Bonuses
175%
188%
102%
0%
0%
0%
N/A3
N/A4
N/A5
478%
2021
Base Salary
0%
20%
6%
0%
0%
0%
N/A3
N/A4
N/A5
8%
Benefits
(39%)
(10%)
3%
0%
0%
0%
N/A3
N/A4
N/A5
(26%)
Bonuses
N/A1
N/A1
N/A1
0%
0%
0%
N/A3
N/A4
N/A5
N/A1
2020
Base Salary
0%
3%
(7%)
5%
0%
N/A2
N/A3
N/A4
N/A5
1%
Benefits
40%
18%
(17%)
0%
0%
N/A2
N/A3
N/A4
N/A5
33%
Bonuses
(100%)
(100%)
(100%)
0%
0%
N/A2
N/A3
N/A4
N/A5
(100%)
1 Bonus and benefit changes are disclosed as not applicable if a bonus or benefit was awarded in the current year and no bonus or benefit were awarded to the
director in the prior year.
2 Mr J Wong was appointed as a non-executive Director on 15 October 2020 so the annual change is not applicable.
3 Mr J Heller was appointed as a non-executive Director on 29 March 2023 so the annual change is not applicable.
4 Mr CRW Parish was appointed as a non-executive Director on 01 July 2024 so the annual change is not applicable.
5 Mr S Crabb was appointed as a non-executive Director on 01 November 2024 so the annual change is not applicable.
6 The comparator group chosen is all UK based employees as the remuneration committee believe this provides the most accurate comparison of underlying increases
based on similar annual bonus performances utilised by the Group.
Relative importance of spend on pay
The total expenditure of the Group on remuneration to all employees (see Notes 29 and 9 to the financial statements) is shown below:
2024
£’000
2023
£’000
Employee remuneration
7,761
7,270
Distribution to shareholders (see note below)
747
747
The distribution to shareholders in the current year is subject to shareholder approval at the next Annual General Meeting.
47
Bisichi PLC
Governance
Annual remuneration report
Statement of implementation of
remuneration policy
The remuneration policy was approved at
the AGM on 6 June 2023. The policy took
effect from the conclusion of the AGM and
will apply for 3 years unless changes are
deemed necessary by the remuneration
committee. The company may not make a
remuneration payment or payment for loss
of office to a person who is, is to be, or has
been a director of the company unless that
payment is consistent with the approved
remuneration policy, or has otherwise been
approved by a resolution of members.
During the year, there were no deviations
from the procedure for the implementation
of the remuneration policy as set out in the
policy.
Consideration by the directors of
matters relating to directors’
remuneration
The remuneration committee considered
the executive directors remuneration and
the board considered the non-executive
directors remuneration in the year ended 31
December 2024. The Company did not
engage any consultants to provide advice
or services to materially assist the
remuneration committee’s considerations.
The remuneration committee considered
the overall performance of the group as
well as of each executive director in the
year ended 31 December 2024. During the
year, in light of the performance of the
Group, the board determined to award
bonuses to certain executive directors of
the Group.
Remuneration including bonuses were
awarded in line with the performance
conditions of the remuneration policy.
The Remuneration of the new non-executive
directors, being Clement R Parish and Rt
Hon Stephen Crabb, was determined by
the board prior to their appointment, and
any changes to non-executive directors
remuneration were considered by the
board without the director present. The
directors consider the remuneration of the
Company’s non-executive directors fairly
reflects the time commitment and expertise
of each of the non-executive directors and
therefore provides an appropriate level of
incentivisation. Remuneration was awarded
in line with the conditions of the
remuneration policy.
The remuneration committee and directors
have considered the percentage of votes
against the resolutions to approve the
remuneration report and policy. Reasons
given by shareholders, as known by the
directors, have been the level of
remuneration awarded and the general
remuneration policy itself. The remuneration
committee consider the remuneration policy
and performance conditions within remain
appropriate and therefore no further action
has been taken.
Service contracts
All executive directors have full-time
contracts of employment with the company.
Non-executive directors have contracts of
service. No director has a contract of
employment or contract of service with the
company, its joint venture or associated
companies with a fixed term which exceeds
twelve months. Directors notice periods
(see page 42 of the annual remuneration
report) are set in line with market practice
and of a length considered sufficient to
ensure an effective handover of duties
should a director leave the company.
All directors’ contracts as amended from
time to time, have run from the date of
appointment. Service contracts are kept at
the registered office.
Shareholder voting
At the Annual General Meeting on 18 June 2024, there was an advisory vote on the resolution to approve the remuneration report, other
than the part containing the remuneration policy. In addition, on 6 June 2023 there was a binding vote on the resolution to approve the
current remuneration policy. The results of which are detailed below:
% of votes
for
% of votes
against
No of votes
withheld
Resolution to approve the Remuneration Report (18 June 2024)
74.57%
25.43%
-
Resolution to approve the Remuneration Policy (6 June 2023)
73.18%
26.82%
600,000
48
Bisichi PLC
Governance
Annual remuneration report
Remuneration policy table
The remuneration policy table below is an extract of the Group’s current remuneration policy on directors’ remuneration, which was
approved by a binding vote at the 2023 AGM. The approved policy took effect from 6 June 2023. A copy of the full policy can be found
at www.bisichi.co.uk.
ELEMENT PURPOSE
POLICY
OPERATION
OPPORTUNITY AND PERFORMANCE CONDITIONS
EXECUTIVE DIRECTORS
Base
salary
To recognise:
Skills
Responsibility
Accountability
Experience
Value
Considered by
remuneration
committee on
appointment.
Set at a level
considered appropriate
to attract, retain
motivate and reward
the right individuals.
Reviewed annually
Paid monthly in cash
No individual director will be awarded a base salary
in excess of £1,200,000 per annum.
No specific performance conditions are attached to
base salaries.
Pension
To provide
competitive
retirement
benefits
Company contribution
offered at up to 10%
of base salary as part
of overall remuneration
package.
The contribution
payable by the
company is included in
the director’s contract
of employment.
Paid into money
purchase schemes
Company contribution offered at up to 10% of base
salary as part of overall remuneration package.
No specific performance conditions are attached to
pension contributions.
Benefits
To provide a
competitive
benefits
package
Contractual benefits
can include but are not
limited to:
Car or car allowance
Group health cover
Death in service cover
Permanent health
insurance
The committee retains
absolute discretion to
approve changes in
contractual benefits
in exceptional
circumstances or where
factors outside the
control of the Group lead
to increased costs (e.g.
medical inflation)
The costs associated with benefits offered are closely
controlled and reviewed on an annual basis.
No director will receive benefits of a value in excess
of 30% of his base salary.
No specific performance conditions are attached to
contractual benefits.
The value of benefits for each director for the year
ended 31 December 2024 is shown in the table on
page 41.
Annual
Bonus
To reward and
incentivise
In assessing the
performance of the
executive team,
and in particular to
determine whether
bonuses are merited
the remuneration
committee takes into
account the overall
performance of the
business.
Bonuses are generally
offered in cash
The remuneration
committee determines
the level of bonus on an
annual basis applying
such performance
conditions and
performance measures
as it considers
appropriate
The current maximum bonus opportunity will not
exceed 200% of base salary in any one year, but
the remuneration committee reserves the power to
award up to 300% in an exceptional year.
There is no formal framework by which the company
assesses performance and performance conditions
and measures will be assessed on an annual basis
by the remuneration committee. In determining the
level of the bonus, the remuneration committee will
take into account internal and external factors and
circumstances that occur during the year under
review. The performance measures applied may
be financial, non-financial, corporate, divisional
or individual and in such proportion as the
remuneration committee considers appropriate to
the prevailing circumstances. The company does
not consider, given the company’s size, nature
and stage of operations that a formal framework is
required.
49
Bisichi PLC
Governance
Annual remuneration report
ELEMENT
PURPOSE
POLICY
OPERATION
OPPORTUNITY AND PERFORMANCE CONDITIONS
Share
Options
To provide
executive
directors with
a long-term
interest in the
company
Granted under existing
schemes (see page 43)
and new schemes
Offered at
appropriate times
by the remuneration
committee
Entitlement to share options is not subject to any
specific performance conditions.
Share options will be offered by the remuneration
committee as appropriate taking into account the
factors considered above in the decision making
process in determining remuneration policy.
The aggregate number of shares over which
options may be granted under all of the company’s
option schemes (including any options and awards
granted under the company’s employee share
plans) in any period of ten years, will not exceed, at
the time of grant, 10% of the ordinary share capital
of the company from time to time. In determining the
limits no account shall be taken of any shares where
the right to acquire the shares has been released,
surrendered, lapsed or has otherwise become
incapable of exercise.
The company currently has one Share Option
Scheme (see page 43). For the 2012 scheme the
remuneration committee has the ability to impose
performance criteria in respect of any new share
options granted, however there is no requirement
to do so. There are no performance conditions
attached to the options already issued under the
2012 scheme, the options vest on issue and there
are no minimum hold periods for the resulting
shares issued on exercise of the option.
The Board is authorised under this policy to enter
into agreements with holders of options over
ordinary shares in the capital of the Company to
cancel or surrender the Options in consideration of
the payment by the Company to the holder of the
Option of cash up to a maximum of the difference
between the exercise price of the Option and
the closing market price on the business day
immediately prior to the day on which the Company
enters into that agreement with the relevant holder
of the Options.
50
Bisichi PLC
Governance
Annual remuneration report
ELEMENT PURPOSE
POLICY
OPERATION
OPPORTUNITY AND PERFORMANCE CONDITIONS
NON-EXECUTIVE DIRECTORS
Base
salary
To recognise:
Skills
Experience
Value
Considered by the
board on appointment.
Set at a level considered
appropriate to attract,
retain and motivate the
individual.
Experience and time
required for the role
are considered on
appointment.
Reviewed annually
No individual director will be awarded a base salary
in excess of £125,000 per annum.
No specific performance conditions are attached
to base salaries.
Pension
No pension offered
Benefits
No benefits offered
except for health
cover (see annual
remuneration report
page 41)
The committee retains
the discretion to approve
changes in contractual
benefits in exceptional
circumstances or where
factors outside the
control of the Group lead
to increased costs (e.g.
medical inflation)
The costs associated with the benefit offered is closely
controlled and reviewed on an annual basis.
No director will receive benefits of a value in excess
of 30% of his base salary or £10,000 whichever is
the higher.
No specific performance conditions are attached
to contractual benefits.
Share
Options
Non-executive directors
do not participate in the
share option schemes
In order to ensure that shareholders have sufficient clarity over director remuneration levels, the company has, where possible, specified
a maximum that may be paid to a director in respect of each component of remuneration. The remuneration committee consider the
performance measures outlined in the table above to be appropriate measures of performance and that the KPI’s chosen align the interests
of the directors and shareholders. Details of remuneration of other company employees can be found in Note 29 to the financial statements.
Any differences in the types of remuneration available for directors and other employees reflect common practice and market norms. The
bonus targets for general employees of the Group are more focused on annual targets that further the company’s interests. The maximum
bonus opportunity for employees and directors alike is based on the seniority and responsibility of the role undertaken.
51
Bisichi PLC
Governance
Governance
Committee Composition
The audit committee comprised of two
non-executive directors during the year,
Christopher Joll (chairman), whose death
was sadly reported to the shareholders in
April last year, and John Sibbald, who retired
from the Board and the audit committee In
October last year. A new committee was
subsequently formed which comprises of
John Wong (Chairman) and Clement R W
Parish, both independent non-executive
directors. John Wong is a Chartered
Accountant and a Chartered Financial
Analyst, bringing extensive financial
expertise. Clement R W Parish has over
50 years of experience in the investment
trading industry, contributing valuable
commercial insight.
Role and Responsibilities
The Audit Committee’s prime tasks are to:
• review the scope of external audit, to
receive regular reports from the auditor
and to review the half-yearly and annual
accounts before they are presented to the
board, focusing in particular on accounting
policies and areas of management
judgment and estimation;
• monitor the controls which are in force to
ensure the integrity of the information
reported to the shareholders;
• assess key risks and to act as a forum for
discussion of risk issues and contribute
to the board’s review of the effectiveness
of the Group’s risk management control
and processes;
• act as a forum for discussion of internal
control issues and contribute to the board’s
review of the effectiveness of the Group’s
internal control and risk management
systems and processes;
• consider each year the need for an internal
audit function;
• advise the board on the appointment of
external auditors and rotation of the audit
partner every five years, and on their
remuneration for both audit and non-audit
work, and discuss the nature and scope
of their audit work;
• participate in the selection of a new
external audit partner and agree the
appointment when required;
• undertake a formal assessment of the
auditors’ independence each year which
includes:
- a review of non-audit services provided
to the Group and related fees;
- discussion with the auditors of a written
report detailing all relationships with
the company and any other parties that
could affect independence or the
perception of independence;
- a review of the auditors’ own procedures
for ensuring the independence of the
audit firm and partners and staff involved
in the audit, including the regular
rotation of the audit partner; and
- obtaining written confirmation from the
auditors that, in their professional
judgement, they are independent.
Audit committee report
The committee’s terms of reference have been approved by the board and follow
published guidelines, which are available from the company secretary.
52
Bisichi PLC
Governance
Audit committee report
Meetings
The committee meets prior to the annual
audit with the external auditors to discuss the
audit plan and again prior to the publication
of the annual results. These meetings are
attended by the external audit partner,
executive chairman, director of finance and
company secretary. Prior to bi-monthly board
meetings the members of the committee
meet on an informal basis to discuss any
relevant matters which may have arisen.
Additional formal meetings are held
as necessary.
During the past year the committee:
• met with the external auditors, and
discussed their reports to the Audit
Committee;
• approved the publication of annual
and half-year financial results;
• considered and approved the annual
review of internal controls;
• decided that due to the size and nature
of operation there was not a current need
for an internal audit function;
• agreed the independence of the auditors
and approved their fees for services as
set out in note 5 to the financial
statements.
Financial reporting
As part of its role, the Audit Committee
assessed the audit findings that were
considered most significant to the financial
statements, including those areas requiring
significant judgment and/or estimation.
When assessing the identified financial
reporting matters, the committee assessed
quantitative materiality primarily by reference
to profit before tax. The Board also gave
consideration to:
• the carrying value of the Group’s total
assets, given that the Group operates
a principally asset based business;
• the value of revenues generated by the
Group, given the importance of coal
production and processing;
• Adjusted EBITDA, given that it is a key
trading KPI, when determining
quantitative materiality; and
• Going concern, given the potential
impact of macro-economic activity on
the Group’s operations.
The qualitative aspects of any financial
reporting matters identified during the audit
process were also considered when
assessing their materiality. Based on the
considerations set out above we have
considered quantitative errors individually
or in aggregate in excess of approximately
£750,000 to £850,000 to be material.
External Auditors
Kreston Reeves LLP have expressed their
willingness to continue in office and a
resolution to reappoint them will be proposed
at the forthcoming Annual General Meeting.
In the United Kingdom the company is
provided with extensive administration and
accounting services by London & Associated
Properties PLC which has its own audit
committee and employs a separate team of
external auditors from Kreston Reeves LLP.
BDO South Africa Inc. acts as the external
auditor to the South African companies,
and the work of that firm was reviewed by
Kreston Reeves LLP for the purpose of the
Group audit.
John Wong ACA, CFA
Chairman – audit committee
12 Little Portland Street
London W1W8BJ
28 April 2025
53
Bisichi PLC
Governance
In accordance with your instructions we have carried out a valuation of the freehold property interests held as at 31 December 2024 by
the company as detailed in our Valuation Report dated 31 January 2025.
Having regard to the foregoing, we are of the opinion that the open market value as at 31 December 2024 of the interests owned by the
company was £10,760,000 (2023: £10,610,000) being made up as follows:
2024
£’000
2023
£’000
Freehold
8,590
8,395
Leasehold
2,170
2,215
TOTAL
10,760
10,610
Leeds
31 January 2025
Carter Towler
Regulated by Royal Institute of Chartered Surveyors
Valuers’ certificates
To the directors of Bisichi PLC
54
Bisichi PLC
Governance
Company law requires the directors to
prepare financial statements for each financial
year. Under that law the directors are required
to prepare the Group financial statements in
accordance with UK-adopted international
accounting standards in conformity with the
requirements of the Companies Act 2006.
The directors have elected to prepare the
company financial statements in accordance
with United Kingdom Generally Accepted
Accounting Practice (United Kingdom
Accounting Standards and applicable law).
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 for
the Group for that period.
In preparing these financial statements,
the directors are required to:
• select suitable accounting policies and
then apply them consistently;
• make judgements and accounting
estimates that are reasonable and
prudent;
• state with regard to the Group financial
statements whether they have been
prepared in accordance with UK-adopted
international accounting standards in
conformity with the requirements of the
Companies Act 2006 subject to any
material departures disclosed and
explained in the financial statements;
• state with regard to the parent company
financial statements, whether applicable
UK accounting standards have been
followed, subject to any material departures
disclosed and explained in the financial
statements;
• prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the company
and the Group will continue in business
and;
• prepare a director’s report, a strategic
report and director’s remuneration report
which comply with the requirements of
the Companies Act 2006.
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 enable them to ensure
that the financial statements comply with the
Companies Act 2006 and, as regards the
Group financial statements, international
accounting standards. 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. The Directors
are responsible for ensuring that the annual
report and accounts, taken as a whole, are
fair, balanced, and understandable and
provides the information necessary for
shareholders to assess the Group’s
performance, business model and strategy.
Website publication
The directors are responsible for ensuring the
annual report and the financial statements
are made available on a website. Financial
statements are published on the company’s
website in accordance with legislation in the
United Kingdom governing the preparation
and dissemination of financial statements,
which may vary from legislation in other
jurisdictions. The maintenance and integrity
of the company’s website is the responsibility
of the directors. The directors’ responsibility
also extends to the ongoing integrity of the
financial statements contained therein.
Directors’ responsibilities
pursuant to DTR4
The directors confirm to the best of their
knowledge:
• the Group financial statements have been
prepared in accordance with UK-adopted
international accounting standards in
conformity with the requirements of the
Companies Act 2006 and give a true and
fair view of the assets, liabilities, financial
position and profit and loss of the Group.
• the annual report includes a fair review of
the development and performance of the
business and the financial position of the
Group and the parent company, together
with a description of the principal risks
and uncertainties that they face.
Directors’ responsibilities statement
The directors are responsible for preparing the annual report and the financial statements in
accordance with applicable law and regulations.
55
Bisichi PLC
Governance
Independent auditor’s report to the shareholders of
Bisichi Plc for the year ended 31 December 2024
Opinion
We have audited the financial statements of
Bisichi PLC (the ‘Parent Company’) and its
subsidiaries (the “Group”), for the year ended
31 December 2024 which comprise the
consolidated income statement, consolidated
statement of other comprehensive income,
consolidated and company balance sheets,
consolidated and company statements of
changes in equity, consolidated cash flow
statement and notes to the financial
statements, and notes to the financial
statements, including a summary of
significant accounting policies.
In our opinion:
• the financial statements of Bisichi PLC
give a true and fair view of the state of
the Group’s and of the Parent Company’s
affairs as at 31 December 2024 and of
the Group’s profit for the year then ended
and of the Group’s cashflows position as
at 31 December 2024;
• the Group financial statements have been
properly prepared in accordance with
UK-adopted international financial
accounting standards; and
• the Parent Company financial statements
have been properly prepared in
accordance with United Kingdom
Generally Accepted Accounting Practice;
and
• the Group and Parent Company financial
statements 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 Group in accordance
with the ethical requirements that are relevant
to our audit of the financial statements in
the UK, including the Financial Reporting
Council’s Ethical Standard as applied to
listed entities, 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.
An overview of the scope of our
audit
As part of designing our audit, we
determined materiality and assessed the
risks of material misstatement in the financial
statements. In particular, we looked at where
the directors made subjective judgements,
for example in respect of significant
accounting estimates that involved making
assumptions and considering future events
that are inherently uncertain. We also
addressed the risk of management override
of internal controls, including evaluating
whether there was evidence of bias by the
directors that represented a risk of material
misstatement due to fraud.
We tailored the scope of our audit to ensure
that we performed sufficient work to be able
to give an opinion on the financial statements
as a whole, taking into account the structure
of the Group and the Parent Company, the
accounting processes and controls, and
the industry in which they operate. We have
determined the components of the group
based on a combination of finance function
and business function of each component.
56
Bisichi PLC
Governance
Independent auditor’s report to the shareholders of Bisichi Plc for the year ended 31 December 2024
Our scoping considerations for the Group audit were based both on financial information and risk. In total we have identified 3 distinct
components within the group financial statements:
Component name:
Audit strategy
Consolidation level component
Kreston Reeves have undertaken a full statutory audit of the
Parent Company accounts and the consolidation accounting.
Kreston Reeves have also audited balances and transactions
within other entities (not captured in the below components)
where these are material to the group financial statements.
Investment properties component
Kreston Reeves have undertaken a full statutory audit of the
entities in the group that make up the investment properties
component.
South Africa mining component
B.D.O. South Africa have undertaken full statutory audits, under
the close supervision of Kreston Reeves, of the mining operating
subsidiaries.
Involvement of a component auditor
We have involved B.D.O. South Africa in the conduct of the Group audit for the year ended 31 December 2024. The component auditor
undertook specific audit procedures with respect to the financial information of the component listed in the table above. This work was
undertaken in full compliance with the requirements of ISA 600 (Revised).
57
Bisichi PLC
Governance
Independent auditor’s report to the shareholders of Bisichi Plc for the year ended 31 December 2024
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit
and in forming our audit opinion. Based on our professional judgement, we determined materiality and performance materiality for the
financial statements of the Group and of the Parent Company as follows:
Group financial statements
Parent company financial statements
Materiality
£1,083,900 (2023: £1,005,000)
£760,000 (2023: £816,700)
Basis for determining
materiality
3% of net assets
3% of net assets
Rationale for benchmark
applied
The group’s principal activity is that of an exploration
and mining operation and investment property
holdings. To this end the business is highly asset
focused. Therefore a benchmark for materiality based
on the net assets of the group is considered to be
appropriate. This benchmark has been selected after
taking into account the key performance indicators
used by stakeholders of these financial statements.
The company’s principal activity is that of a
holding company for the group and as such
has no direct trade. It does hold investments
in subsidiaries. Therefore a benchmark for
materiality based on the net assets of the
company is considered to be appropriate. This
benchmark has been selected after taking into
account the key performance indicators used by
stakeholders of these financial statements.
Performance materiality
£690,000 (2023: £703,500)
£488,600 (2023: £571,600)
Basis for determining
performance materiality
70% of materiality – capped at ISA 600 performance
materiality applied from London & Associated
Properties PLC audit
70% of company materiality – capped at ISA 600
performance materiality applied
Reporting threshold
£55,180 (2023: 50,200)
£34,900 (2023: £40,800)
Basis for determining
reporting threshold
5% of materiality
5% of materiality – capped due to ISA 600
performance materiality applied
We reported all audit differences found in excess of our reporting threshold to the audit committee.
For each Group component within the scope of our Group audit, we determined component performance materiality that is less than our
overall Group performance materiality. The component performance materiality determined for Group components was between
£523,500 and £488,600.
58
Bisichi PLC
Governance
Independent auditor’s report to the shareholders of Bisichi Plc for the year ended 31 December 2024
Key audit matters
Key audit matters are those matters that, in our professional judgment, 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) we identified,
including those 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. This is not a complete list of all risks identified by our audit.
Revenue recognition: £52,289,000 (2023: £49,253,000)
Significance and nature of the key audit
matter
Revenue is a key performance indicator
for users in assessing the group’s financial
statements. Revenue generated has a
significant impact on cash inflows and profit
before tax for the group. As such revenue
is a key determinant in profitability and the
group’s ability to generate cash.
Revenue comprises two key revenue
streams: the sale of coal and property
rental income.
Coal revenue is recognised when the
customer has a legally binding obligation
to settle under the terms of the contract.
Rental income is recognised in the Group
income statement on a straight-line basis
over the term of the lease.
How our audit addressed the key audit matter
Sales of coal and coal processing services in the period were tested from the trigger
point of the sale to the point of recognition in the financial statements, corroborating
this to contract sales or service terms and the recognition stages detailed in IFRS 15.
Rental income revenue was recalculated based on the terms included in signed lease
agreements. With samples elected from the tenancy schedules, tracing entries into the
financial statements. The revenue recognition stages detailed within the standard were
carefully considered to ensure revenue recognised was in line with these.
Revenue streams were further analytically reviewed via comparison to our expectations.
Expectations were based on a combination of prior financial data/budgets and our
own assessments based on our knowledge gained of the business.
Cut-off of revenue was reviewed by analysing sales recorded during the period just
before and after the financial year end and determining if the recognition applied
was appropriate.
Walkthrough testing was performed to ensure that key systems and controls in place
around the revenue cycle operated as designed.
The accuracy of revenue disclosures in the accounts were confirmed to be consistent
with the revenue cycle observed and audited. The completeness of these disclosures
was confirmed by reference to the full disclosure requirements as detailed in IFRS 15.
Key observations
We have no concerns over the material accuracy of revenue recognised in the financial statements.
59
Bisichi PLC
Governance
Independent auditor’s report to the shareholders of Bisichi Plc for the year ended 31 December 2024
Valuation/impairment of investment properties: £10,966,0000 (2023: £10,818,000)
Significance and nature of the key audit matter
Investment properties comprise freehold
and long leasehold land and buildings.
Investment properties are carried at fair
value in accordance with IAS 40.
Investment properties are revalued annually
by professional external surveyors and
included in the balance sheet at their fair
value. Gains or losses arising from changes in
the fair values of assets are recognised in the
consolidated income statement in the period to
which they relate. In accordance with IAS 40,
investment properties are not depreciated.
The fair value of the head leases is the net
present value of the current head rent payable on
leasehold properties until the expiry of the lease.
How our audit addressed the key audit matter
Appropriate classification of investment properties under IAS 40 was considered,
especially in relation to long leasehold land and buildings.
External valuation reports were obtained and vouched to stated fair values. The
competence and independence of the valuation experts was carefully considered
to ensure that the reports they produce can be relied upon.
The key assumptions made within these reports were reviewed and considered for
reasonableness, including rental yield analysis. We have further performed our own
separate impairment considerations to consider if events/factors in place at year end
present material impairment indicators.
We have further considered to threat of climate change with respect to the potential
impact on property values.
An auditors’ expert was appointed to review the work of management’s valuation
expert and provide their conclusion over the appropriateness of the models, inputs
and assumptions applied.
Key observations
We have no concerns over the material accuracy of investment property values recognised in the financial statements.
Valuation/impairment of mining reserves and development: £22,771,000 (2023: £18,896,000)
Significance and nature of the key audit matter
The purpose of mine development is to
establish secure working conditions and
infrastructure to allow the safe and efficient
extraction of recoverable reserves.
Depreciation on mine development costs is
not charged until production commences or
the assets are put to use. On commencement
of full commercial production, depreciation is
charged over the life of the associated mine
reserves extractable using the asset on a unit
of production basis.
The unit of production calculation is based
on tonnes mined as a ratio to proven and
probable reserves and also includes future
forecast capital expenditure. The cost
recognised includes the recognition of any
decommissioning assets related to mine
development.
How our audit addressed the key audit matter
The accounting requirements of IFRS 6 and IAS 16 were considered to ensure
capitalisation of costs to mine development under IAS 16 was appropriate.
In considering impairment indicators, as governed by IAS 36, the life of mine
assessment was obtained. All significant input variables were considered and stress-
tested to assess headroom between modelling and the value of mine development.
Consideration was given to the competence and independence of the technical
expert involved with the production of historic technical reports on which the life of
mine assessment is partially built.
Depreciation of mine development was recalculated based on the unit of production
basis to ensure accurately recorded. This basis was also considered for reasonableness
by reference to the accounting policies of industry peers. Additional consideration was
given to the remaining expected life of coal mining more generally.
We have further considered to threat of climate change with respect to the potential
life of the mining operation to ensure that this will not be less than the current legal
remaining lifespan of 5 years.
The accuracy and appropriateness of mine development disclosures in the accounts
were confirmed to be consistent with the mine development accounting cycle
observed and audited.
Key observations
We have no concerns over the material accuracy of mining reserves and development values recognised in the financial statements.
60
Bisichi PLC
Governance
Independent auditor’s report to the shareholders of Bisichi Plc for the year ended 31 December 2024
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.
Our evaluation of the directors assessment
of the Group and Parent companies ability
to continue to adopt the going concern
basis of accounting including the following:
• We gained an understanding of the systems
and controls around managements’ going
concern assessment, including for the
preparation and review process for
forecasts and budgets.
• Evidence obtained that management
have undertaken a formal going concern
assessment, including sensitivity analysis
on cash flow forecasts, clear consideration
of significant external factors and the
potential liquidity impact such factors on
cash balances including available
facilities.
• Analysed the financial strength of the
business at the year end date and
considered key trends in balance sheet
strength and business performance over
the last three years.
• Confirmations gained that operation of
the business, including mine production
and sale at Black Wattle Colliery have not
been disrupted in the period by any
external or internal factors.
• Testing the mechanical integrity of forecast
model by checking the accuracy and
completeness of the model, including
challenging the appropriateness of
estimates and assumptions with reference
to empirical data and external evidence.
• Based on our above assessment we
performed our own sensitivity analysis
in respect of the key assumptions
underpinning the forecasts.
• We performed stress-testing analysis
on the core cash generating units of the
business to confirm cash inflow levels
needed to maintain minimal liquidity
required to meet liabilities as they
fall due.
• We considered post year end performance
of the business, comparing this to budget
as well as considering the development
of key liquidity ratios in the business.
• The group’s banking facility documentation
was reviewed to ensure that any covenants
in place have not been breached.
• We reviewed the adequacy and
completeness of the disclosure included
within the financial statements in respect
of going concern.
• We considered climate change-related
risks facing the business from a physical
and transitional risk perspective, this
included careful consideration of the
estimated remaining life of coal mining
as a viable commercial endeavour.
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 or the
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.
Our consideration of climate
change related risks
The financial impacts on the Group of
climate change and the transition to a
low-carbon economy (climate change)
were considered in our audit where they
have the potential to directly or indirectly
impact key judgements and estimates
within the financial statements.
The Group continues to develop its
assessment of the potential impacts of
climate change. Climate risks have the
potential to materially impact the key
judgements and estimates within the financial
report. Our audit considered those risks
that could be material to the key judgements
and estimates in the assessment of the
carrying value of non-current assets and
closure and rehabilitation provisions.
The key judgements and estimates included
in the financial statements incorporate actions
and strategies, to the extent they have been
approved and can be reliably estimated in
accordance with the Group’s accounting
policies. Accordingly, our key audit matters
address how we have assessed the Group’s
climate-related assumptions to the extent
they impact each key audit matter.
61
Bisichi PLC
Governance
Independent auditor’s report to the shareholders of Bisichi Plc for the year ended 31 December 2024
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. 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.
Our opinion on the Remuneration
Report
Kreston Reeves has audited the
Remuneration report set out on pages 41
to 50 of the Annual Report for the financial
year. The Directors of the Company are
responsible for the preparation and
presentation of the Remuneration report in
accordance with the Companies Act 2006.
Kreston Reeves’ responsibility is to express
an opinion on the Remuneration report, based
on our audit conducted in accordance with
International Accounting Standards. In
Kreston Reeves’ opinion, the Remuneration
report of the Group for the period complies
with the requirements of the Companies
Act 2006.
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 the light of our knowledge and
understanding of the Group and Parent
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 by the parent company, or
returns adequate for our audit have not
been received from branches not visited
by us; or
• the parent company 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.
Responsibilities of directors
As explained more fully in the directors’
responsibilities statement (set out on page
54), 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
Group’s and 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.
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.
62
Bisichi PLC
Governance
Independent auditor’s report to the shareholders of Bisichi Plc for the year ended 31 December 2024
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. The extent
to which our procedures are capable of
detecting irregularities, including fraud,
is detailed below.
Capability of the audit in detecting
irregularities, including fraud
Based on our understanding of the group
and industry, and through discussion with
the directors and other management (as
required by auditing standards), we identified
that the principal risks of non-compliance
with laws and regulations with respect to
acting as landlords in the UK and the
operation of a coal mine in South Africa.
As well as related to health and safety,
anti-bribery and employment law. We
considered the extent to which non-
compliance might have a material effect on
the financial statements. We also
considered those laws and regulations that
have a direct impact on the preparation of
the financial statements such as the
Companies Act 2006. We communicated
identified laws and regulations throughout
our team and remained alert to any
indications of non-compliance throughout
the audit. We evaluated management’s
incentives and opportunities for fraudulent
manipulation of the financial statements
(including the risk of override of controls),
and determined that the principal risks
were related to: posting inappropriate
journal entries to increase revenue or reduce
expenditure, management bias in accounting
estimates and judgemental areas of the
financial statements such as the valuation
of investment properties. Audit procedures
performed by the group engagement team
and component auditors included:
• We obtained an understanding of the
legal and regulatory frameworks that are
applicable to the Group and determined
that the most significant are those that
relate to the reporting framework and the
relevant tax compliance regulations in the
jurisdictions in which Bisichi PLC operates.
In addition, we concluded that there are
certain significant laws and regulations that
may have an effect on the determination
of the amounts and disclosures in the
financial statements, mainly relating to
health and safety, employee matters,
bribery and corruption practices,
environmental and certain aspects of
company legislation recognising the
regulated nature of the Group’s mining
activities and its legal form.
• Detailed discussions were held with
management to identify any known or
suspected instances of non- compliance
with laws and regulations.
• Identifying and assessing the design
effectiveness of controls that management
has in place to prevent and detect fraud.
• With the assistance of an external auditor’s
expert challenging assumptions and
judgements made by management in its
significant accounting estimates, including
assessing the capabilities of the property
valuers and discussing with the valuers
how their valuations were calculated and
the data and assumptions they have
used to calculate these.
• Performing analytical procedures to
identify any unusual or unexpected
relationships, including related party
transactions, that may indicate risks of
material misstatement due to fraud.
• Confirmation of related parties with
management, and review of transactions
throughout the period to identify any
previously undisclosed transactions with
related parties outside the normal course
of business.
• Reading minutes of meetings of those
charged with governance, reviewing
internal audit reports and reviewing
correspondence with relevant tax and
regulatory authorities.
• Performing integrity testing to verify the
legitimacy of banking records obtained
from management.
• Review of significant and unusual
transactions and evaluation of the
underlying financial rationale supporting
the transactions.
• Identifying and testing journal entries,
in particular any manual entries made at
the year end for financial statement
preparation.
• We ensured our global audit team
(including Kreston Reeves and BDO)
has deep industry experience through
working for many years on relevant
audits, including experience of mining
and investment property management.
Our audit planning included considering
external market factors, for example
geopolitical risk, the potential impact of
climate change, commodity price risk
and major trends in the industry.
Because of the inherent limitations of an
audit, there is a risk that we will not detect
all irregularities, including those leading to
a material misstatement in the financial
statements or non-compliance with
regulation. This risk increases the more that
compliance with a law or regulation is
removed from the events and transactions
reflected in the financial statements, as we
will be less likely to become aware of
instances of non-compliance.
63
Bisichi PLC
Governance
Independent auditor’s report to the shareholders of Bisichi Plc for the year ended 31 December 2024
As part of an audit in accordance with ISAs
(UK), we exercise professional judgment
and maintain professional scepticism
throughout the audit. We also:
• Identify and assess the risks of material
misstatement of the financial statements,
whether due to fraud or error, design and
perform audit procedures responsive to
those risks, and obtain audit evidence
that is sufficient and appropriate to
provide a basis for our opinion. The risk
of not detecting a material misstatement
resulting from fraud is higher than for one
resulting from error, as fraud may involve
collusion, forgery, intentional omissions,
misrepresentations, or the override of
internal control.
• Obtain an understanding of internal
control relevant to the audit in order to
design audit procedures that are
appropriate in the circumstances, but not
for the purpose of expressing an opinion
on the effectiveness of the Group’s
internal control.
• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related
disclosures made by the directors.
• Conclude on the appropriateness of the
directors’ use of the going concern basis
of accounting and, based on the audit
evidence obtained, whether a material
uncertainty exists related to events or
conditions that may cast significant doubt
on the Group’s or the parent company’s
ability to continue as a going concern. If
we conclude that a material uncertainty
exists, we are required to draw attention in
our auditor’s report to the related
disclosures in the financial statements or,
if such disclosures are inadequate, to
modify our opinion. Our conclusions are
based on the audit evidence obtained up
to the date of our auditor’s report.
However, future events or conditions may
cause the Group or the parent company
to cease to continue as a going concern.
• Evaluate the overall presentation, structure
and content of the financial statements,
including the disclosures, and whether the
financial statements represent the
underlying transactions and events in a
manner that achieves fair presentation.
• Obtain sufficient appropriate audit
evidence regarding the financial
information of the entities or business
activities within the Group to express an
opinion on the consolidated financial
statements. We are responsible for the
direction, supervision and performance
of the Group audit. We remain solely
responsible for our audit opinion.
We communicate with those charged with
governance regarding, among other matters,
the planned scope and timing of the audit and
significant audit findings, including any
significant deficiencies in internal control that
we identify during our audit.
We provide those charged with governance
with a statement that we have complied
with relevant ethical requirements regarding
independence and communicate with them
all relationships and other matters that may
reasonably be thought to bear our
independence, and where applicable,
related safeguards.
From the matters communicated with those
charged with governance, we determine
those matters that were of most significance
in the audit of the financial statements of
the current period and are therefore the key
audit matters. We describe these matters in
our auditor’s report unless law or regulation
precludes public disclosure about the
matter or when, in extremely rare
circumstances, we determine that a matter
should not be communicated in our report
because the adverse consequences of
doing so would reasonably be expected to
outweigh the public interest benefits of
such communication.
Other matters which we are
required to address
We were reappointed by the Audit
Committee in the period to audit the financial
statements. Our total uninterrupted period of
engagement is 4 periods, covering the
financial year ended 31 December 2024.
The non-audit services prohibited by the
Financial Reporting Council’s Ethical
Standard were not provided to the Group or
the Parent Company and we remain
independent of the Group and the Parent
Company in conducting our audit.
Our audit opinion is consistent with the
additional report to the Audit Committee.
Use of our 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 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.
Anne Dwyer BSc(Hons) FCA (Senior
Statutory Auditor)
For and on behalf of
Kreston Reeves LLP
Chartered Accountants
Statutory Auditor, London
Date: 28 April 2025
Financial statements
65
Consolidated income statement
66
Consolidated statement of other comprehensive income
67
Consolidated balance sheet
69
Consolidated statement of changes in shareholders’ equity
70
Consolidated cash flow statement
71
Group accounting policies
81
Notes to the financial statements
109
Company balance sheet
110
Company statement of changes in equity
111
Notes to the financial statements
Financial statements
64
Bisichi PLC
65
Bisichi PLC
Financial statements
Notes
2024
Trading
£’000
2024
Revaluations
and
impairment
£’000
2024
Total
£’000
2023
Trading
£’000
2023
Revaluations
and
impairment
£’000
2023
Total
£’000
Group revenue
1,2
52,289
-
52,289
49,253
-
49,253
Operating costs
3
(41,439)
-
(41,439)
(46,606)
-
(46,606)
Operating profit before depreciation, fair value
adjustments and exchange movements
10,850
-
10,850
2,647
-
2,647
Depreciation
1 & 3
(4,044)
-
(4,044)
(1,493)
-
(1,493)
Operating profit before fair value adjustments and
exchange movements
1
6,806
-
6,806
1,154
-
1,154
Exchange losses
1
(24)
-
(24)
(158)
-
(158)
Increase in value of investment properties
1,4,11
-
150
150
-
145
145
Gain on investments held at fair value
1,13,18
-
68
68
-
759
759
Operating profit
1
6,782
218
7,000
996
904
1,900
Share of loss/(profit) in joint ventures
13
(28)
(598)
(626)
(31)
(8)
(39)
Profit before interest and taxation
6,754
(380)
6,374
965
896
1,861
Interest receivable
110
-
110
222
-
222
Interest payable
7
(1,464)
-
(1,464)
(1,473)
-
(1,473)
Profit/(Loss) before tax
5
5,400
(380)
5,020
(286)
896
610
Taxation
8
(1,663)
48
(1,615)
(47)
(253)
(300)
Profit/(Loss) for the year
3,737
(332)
3,405
(333)
643
310
Attributable to:
Equity holders of the company
1,449
(332)
1,117
(384)
643
259
Non-controlling interest
27
2,288
-
2,288
51
-
51
Profit/(Loss) for the year
3,737
(332)
3,405
(333)
643
310
Profit per share – basic
10
10.46p
2.43p
Profit per share – diluted
10
10.46p
2.43p
Trading gains and losses reflect all the trading activity on mining and property operations and realised gains. Revaluations and
impairment gains and losses reflects the revaluation of investment properties and other assets within the Group and any proportion of
unrealised gains and losses within Joint Ventures. The total column represents the consolidated income statement presented in
accordance with IAS 1.
Consolidated income statement
for the year ended 31 December 2024
66
Bisichi PLC
Financial statements
2024
£’000
2023
£’000
Profit for the year
3,405
310
Other comprehensive income/(expense):
Items that may be subsequently recycled to the income statement:
Exchange differences on translation of foreign operations
(122)
(675)
Other comprehensive income for the year net of tax
(122)
(675)
Total comprehensive income for the year net of tax
3,283
(365)
Attributable to:
Equity shareholders
1,040
(210)
Non-controlling interest
2,243
(155)
3,283
(365)
Consolidated statement of other
comprehensive income
for the year ended 31 December 2024
67
Bisichi PLC
Financial statements
Notes
2024
£’000
2023
£’000
Assets
Non-current assets
Investment properties
11
10,966
10,818
Mining reserves, plant and equipment
12
22,771
18,896
Investments in joint ventures accounted for using equity method
13
631
1,002
Other investments at fair value through profit and loss (“FVPL”)
13
14,339
14,258
Deferred tax asset
23
-
318
Total non-current assets
48,707
45,292
Current assets
Inventories
16
3,377
2,579
Trade and other receivables
17
7,794
7,934
Investments in listed securities held at FVPL
18
628
734
Cash and cash equivalents
1,175
3,242
Total current assets
12,974
14,489
Total assets
61,681
59,781
Liabilities
Current liabilities
Borrowings
20
(2,266)
(7,461)
Trade and other payables
19
(12,895)
(11,589)
Current tax liabilities
(3,801)
(5,191)
Total current liabilities
(18,962)
(24,241)
Non-current liabilities
Borrowings
20
(3,858)
(22)
Provision for rehabilitation
21
(1,590)
(1,614)
Lease liabilities
31
(328)
(310)
Deferred tax liabilities
23
(813)
-
Total non-current liabilities
(6,589)
(1,946)
Total liabilities
(25,551)
(26,187)
Net assets
36,130
33,594
Consolidated balance sheet
at 31 December 2024
68
Bisichi PLC
Financial statements
Consolidated balance sheet
Notes
2024
£’000
2023
£’000
Equity
Share capital
24
1,068
1,068
Share premium account
258
258
Translation reserve
(3,105)
(3,028)
Other reserves
25
1,112
1,112
Retained earnings
32,950
32,580
Total equity attributable to equity shareholders
32,283
31,990
Non-controlling interest
27
3,847
1,604
Total equity
36,130
33,594
These financial statements were approved and authorised for issue by the board of directors on 28 April 2025 and signed on its behalf by:
A R Heller
Director
G J Casey
Director
Company Registration No. 00112155
69
Bisichi PLC
Financial statements
Share
capital
£’000
Share
Premium
£’000
Translation
reserves
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
£’000
Non-
controlling
interest
£’000
Total
equity
£’000
Balance at 1 January 2023
1,068
258
(2,559)
1,112
33,923
33,802
1,759
35,561
Profit for the year
-
-
-
-
259
259
51
310
Other comprehensive expense
-
-
(469)
-
-
(469)
(206)
(675)
Total comprehensive (expense)/income
for the year
-
-
(469)
-
259
(210)
(155)
(365)
Dividend (note 9)
-
-
-
-
(1,602)
(1,602)
-
(1,602)
Balance at 1 January 2024
1,068
258
(3,028)
1,112
32,580
31,990
1,604
33,594
Profit for the year
-
-
-
-
1,117
1,117
2,288
3,405
Other comprehensive expense
-
-
(77)
-
-
(77)
(45)
(122)
Total comprehensive (expense)/income
for the year
-
-
(77)
-
1,117
1,040
2,243
3,283
Dividend (note 9)
-
-
-
-
(747)
(747)
-
(747)
Balance at 31 December 2024
1,068
258
(3,105)
1,112
32,950
32,283
3,847
36,130
Consolidated statement of changes
in shareholders’ equity
for the year ended 31 December 2024
70
Bisichi PLC
Financial statements
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
Cash flows from operating activities
Operating profit
7,000
1,900
Adjustments for:
Depreciation
4,044
1,493
Unrealised gain on investment properties
(150)
(145)
Gain on investments held at FVPL
(68)
(759)
Exchange adjustments
24
158
Cash flow before working capital
10,850
2,647
Change in inventories
(843)
2,046
Change in trade and other receivables
(192)
(2,026)
Change in trade and other payables
1,428
113
Cash generated from operations
11,243
2,780
Interest received
110
222
Interest paid
(1,444)
(1,361)
Income tax paid
(1,789)
137
Cash flow from operating activities
8,120
1,778
Cash flows from investing activities
Acquisition of reserves, property, motor vehicles, plant and equipment
(8,132)
(5,944)
Disposal / (Acquisition) of other investments
93
(757)
Cash flow from investing activities
(8,039)
(6,701)
Cash flows from financing activities
Borrowings drawn
3,845
99
Borrowings and lease liabilities repaid
(3,995)
(624)
Equity dividends paid
(747)
(2,349)
Cash flow from financing activities
(897)
(2,874)
Net decrease in cash and cash equivalents
(816)
(7,797)
Cash and cash equivalents at 1 January
(292)
7,365
Exchange adjustment
25
140
Cash and cash equivalents at 31 December
(1,083)
(292)
Cash and cash equivalents at 31 December comprise:
Cash and cash equivalents as presented in the balance sheet
1,175
3,242
Bank overdrafts (secured)
(2,258)
(3,534)
(1,083)
(292)
Consolidated cash flow statement
for the year ended 31 December 2024
71
Bisichi PLC
Financial statements
General information
Bisichi PLC (“the Company”) is a company
incorporated and domiciled in the UK. The
policies have been applied consistently to
all years presented, unless stated. The
Company carries on business as a mining
company and its principal activity is coal
mining and coal processing in South Africa.
In addition, the Company seeks to balance
the high risk of its mining operations with a
dependable cash flow from its UK property
investment operations and listed equity
related investment portfolios. The group’s
registered office and principal address can
be found on page 31.
Basis of accounting
The results for the year ended 31 December
2024 have been prepared in accordance with
UK-adopted international financial accounting
standards as issued by the International
Accounting Standards Board (“IASB”) and
in conformity with the requirements of the
Companies Act 2006. In applying the Group’s
accounting policies and assessing areas of
judgment and estimation materiality is applied
as detailed on pages 51 and 52 of the Audit
Committee Report. Key judgements and
estimates are disclosed below on page 74.
The principal accounting policies are
described below.
The Group financial statements are
presented in £ sterling and all values are
rounded to the nearest thousand pounds
(£000) except when otherwise stated.
The functional currency for each entity in
the Group, and for joint arrangements and
associates, is the currency of the country
in which the entity has been incorporated.
Details of which country each entity has
been incorporated can be found in note 15
for subsidiaries and note 14 for joint
arrangements and associates.
The exchange rates used in the accounts
were as follows:
Basis of measurement
The consolidated financial statements have
been prepared on a historical cost basis,
except for the following items (refer to
individual accounting policies for details):
• Financial instruments – fair value through
profit and loss
• Investment property
Going concern
The Group has prepared cash flow forecasts
which demonstrate that the Group has
sufficient resources to meet its liabilities as
they fall due for at least the next 12 months
from date of signing.
In South Africa, a structured trade finance
facility with Absa Bank Limited for R85million
is held by Sisonke Coal Processing (Pty)
Limited, a 100% subsidiary of Black Wattle
Colliery (Pty) Limited. This facility comprises
of a R85million revolving facility to cover the
working capital requirements of the Group’s
South African operations. The facility is
renewable annually and is secured against
inventory, debtors and cash that are held in
the Group’s South African operations. The
Directors do not foresee any reason why
the facility will not continue to be renewed
at the next renewal date, in line with prior
periods and based on their banking
relationships.
Significant investments have been made in
2024 and 2023 in opening new mining areas
at Black Wattle Colliery (Pty) Ltd. In 2025 to
date, we have seen the improved production
levels continue. The directors expect that
coal market conditions for the Group’ will
remain at a stable and profitable level
through 2025. The directors therefore have
a reasonable expectation that the mine will
achieve positive levels of cash generation
for the Group in 2025. As a consequence,
the directors believe that the Group is well
placed to manage its South African
business risks successfully.
Group accounting policies
for the year ended 31 December 2024
£1 Sterling: Rand
£1 Sterling: Dollar
2024
2023
2024
2023
Year-end rate
23.6446
23.3014
1.2521
1.2732
Annual average
23.4159
22.9364
1.2780
1.2389
72
Bisichi PLC
Financial statements
Group accounting policies
In the UK, forecasts demonstrate that the
Group has sufficient resources to meet its
liabilities as they fall due for at least the next
12 months, from the approval of the financial
statements, including those related to the
Group’s UK Loan facility outlined below.
In December 2024, the Group signed a
renewed 5 year term facility of £3.9m with
Julian Hodge Bank Limited at a LTV of 50%.
The loan is secured against the company’s
UK retail property portfolio. The amount
repayable on the loan at year end was
£3.9million. The overall interest cost of the
loan is 4.00% above the Bank of England
base rate. The debt package has a five
year term and is repayable at the end of the
term in December 2029. All covenants on
the previous loan and the new loan were
met during the year. The directors have a
reasonable expectation that the Group has
adequate financial resources at short
notice, including cash and listed equity
investments, to ensure the facility’s
covenants are met.
During the year, Dragon Retail Properties
Limited (“Dragon”), the Group’s 50% owned
joint venture, signed a new Santander UK
PLC bank loan of £0.74million secured
against its investment property, see note
14. The bank loan is secured by way of a
first charge on specific freehold property at
a value of £2.15million. The interest cost of
the loan is 3.5 per cent above the Bank of
England base rate. The loan term is three
years and expires in July 2027.
Beyond its banking facilities, the Group
maintained over £14.9million in readily
convertible listed securities and other
investments at year-end, ensuring strong
liquidity. Consequently, the Directors
anticipate maintaining sufficient cash
reserves for the next 12 months. They are
confident that the Group possesses adequate
resources to sustain operations for the
foreseeable future and effectively mitigate
business risks. Therefore, the going concern
basis of accounting remains appropriate for
these financial statements.
UK-adopted International Financial
Reporting Standards (adopted IFRS)
The Group has adopted all of the new and
revised Standards and Interpretations issued
by the International Accounting Standards
Board (“IASB”) that are relevant to its
operations and effective for accounting
periods beginning 1 January 2024. New
standards and interpretations that are relevant
to the Group are summarised below:
Standard
Overview
Impact
Amendments to IAS 1 -
Classification of Liabilities
as Current or Non-current
Clarifies that the classification of liabilities as current or noncurrent should
be based on rights that exist at the end of the reporting period.
No significant impact
Amendments to IAS 1 -
Non-current Liabilities with
Covenants
Clarifies that only those covenants with which an entity must comply on or
before the end of the reporting period affect the classification of a liability as
current or non-current.
No significant impact
Amendments to IFRS 16-
Lease Liability in a Sale
and Leaseback
Specifies requirements relating to measuring the lease liability in a sale and
leaseback transaction after the date of the transaction.
No significant impact
Amendments to IAS 7 and
IFRS 7 - Supplier Finance
Arrangements 4 5
Requires an entity to provide additional disclosures about its supplier finance
arrangements.
No significant impact
73
Bisichi PLC
Financial statements
Group accounting policies
A number of new standards, amendments to standards and interpretations have been issued but are not yet effective for the Group.
The Group has not adopted any Standards or Interpretations in advance of the required implementation dates. New standards,
amendments and interpretations issued but not yet effective that are relevant to the Group are summarised below:
Standard
Overview
Potential Impact
Amendments to IAS 21 –
Lack of Exchangeability
Effective date: 1 January 2025 (early adoption permitted). The amendments
have been made to clarify:
• when a currency is exchangeable into another currency; and
• how a company estimates a spot rate when a currency lacks
exchangeability.
No significant
impact expected
Amendment to IFRS 9 and
IFRS 7 – Classification
and Measurement of
Financial Instruments
Effective date: 1 January 2026 (early adoption permitted). These amendments:
• Clarify the requirements for the timing of recognition and derecognition of
some financial assets and liabilities, with a new exception for some financial
liabilities settled through an electronic cash transfer system;
• Clarify and add further guidance for assessing whether a financial asset
meets the solely payments of principal and interest (SPPI) criterion;
• Add new disclosures for certain instruments with contractual terms that can
change cash flows (such as some instruments with features linked to the
achievement of environment, social and governance (ESG) targets); and
• Make updates to the disclosures for equity instruments designated at Fair
Value through Other Comprehensive Income (FVOCI).
No significant
impact expected
IFRS 18 Presentation and
Disclosure in Financial
Statements
Effective date: 1 January 2027 (early adoption permitted). This is the new
standard on presentation and disclosure in financial statements, with a focus
on updates to the statement of profit or loss. The key new concepts
introduced in IFRS 18 relate to:
• The structure of the statement of profit or loss;
• Required disclosures in the financial statements for certain profit or loss
performance measures that are reported outside an entity’s financial
statements (that is, management-defined performance measures); and
• Enhanced principles on aggregation and disaggregation which apply to the
primary financial statements and notes in general.
No significant
impact expected
IFRS 19 Subsidiaries
without Public
Accountability: Disclosures
Effective date: 1 January 2027 (early adoption permitted). This new standard works
alongside other IFRS Accounting Standards. An eligible subsidiary applies the
requirements in other IFRS Accounting Standards except for the disclosure
requirements and instead applies the reduced disclosure requirements in
IFRS 19. IFRS 19’s reduced disclosure requirements balance the information
needs of the users of eligible subsidiaries’ financial statements with cost
savings for preparers. IFRS 19 is a voluntary standard for eligible subsidiaries.
A subsidiary is eligible if:
• it does not have public accountability; and
• it has an ultimate or intermediate parent that produces consolidated
financial statements available for public use that comply with IFRS
Accounting Standards.
No significant
impact expected
We are committed to improving disclosure and transparency and will continue to work with our different stakeholders to ensure they
understand the detail of these accounting changes. We continue to remain committed to a robust financial policy.
74
Bisichi PLC
Financial statements
Group accounting policies
Key judgements and estimates
Areas where key estimates and judgements
are considered to have a significant effect
on the amounts recognised in the financial
statements include:
Life of mine and reserves
The directors consider their judgements and
estimates surrounding the life of the mine
and its reserves, as disclosed in note 12, to
have a significant effect on the amounts
recognised in the financial statements and
to be an area where the financial statements
are subject to significant estimation
uncertainty. The life of mine remaining is
currently estimated at 5 years. This life of
mine is based on the Group’s existing coal
reserves including reserves acquired but
subject to regulatory approval. The Group
continues to evaluate new opportunities to
extend the life of its existing mining and
processing operations in South Africa. The
life of mine excludes future coal purchases
and coal reserve acquisitions.
The Group’s estimates of proven and
probable reserves are prepared utilising the
South African code for the reporting of
exploration results, mineral resources and
mineral reserves (the SAMREC code) and are
subject to assessment by an independent
Competent Person experienced in the field
of coal geology and specifically opencast
and pillar coal extraction. Estimates of coal
reserves impact assessments of the carrying
value of property, plant and equipment,
depreciation calculations and rehabilitation
and decommissioning provisions. There are
numerous uncertainties inherent in estimating
coal reserves and changes to these
assumptions may result in restatement of
reserves. These assumptions include
geotechnical factors as well as economic
factors such as commodity prices, production
costs, coal demand outlook and yield.
Depreciation, amortisation of mineral
rights, mining development costs and
plant & equipment
The annual depreciation/amortisation charge
is dependent on estimates, including coal
reserves and the related life of mine, expected
development expenditure for probable
reserves, the allocation of certain assets
to relevant ore reserves and estimates of
residual values of the processing plant.
The charge can fluctuate when there are
significant changes in any of the factors or
assumptions used, such as estimating mineral
reserves which in turn affects the life of mine
or the expected life of reserves. Estimates
of proven and probable reserves are
prepared by an independent Competent
Person. Assessments of depreciation/
amortisation rates against the estimated
reserve base are performed regularly.
Details of the depreciation/amortisation
charge can be found in note 12.
Provision for mining rehabilitation
including restoration and de-
commissioning costs
A provision for future rehabilitation including
restoration and decommissioning costs
requires estimates and assumptions to be
made around the relevant regulatory
framework, the timing, extent and costs of
the rehabilitation activities and of the risk
free rates used to determine the present
value of the future cash outflows. The
provisions, including the estimates and
assumptions contained therein, are reviewed
regularly by management. The Group
annually engages an independent expert
to assess the cost of restoration and final
decommissioning as part of management’s
assessment of the provision. Details of the
provision for mining rehabilitation can be
found in note 21.
Impairment
Property, plant and equipment representing
the Group’s mining assets in South Africa
are reviewed for impairment when there are
indicators of impairment. The impairment
test is performed using the approved Life of
Mine plan and those future cash flow
estimates are discounted using asset specific
discount rates and are based on expectations
about future operations. The impairment
test requires estimates about production
and sales volumes, commodity prices,
proven and probable reserves (as assessed
by the Competent Person), operating costs
and capital expenditures necessary to extract
reserves in the approved Life of Mine plan.
Changes in such estimates could impact
recoverable values of these assets. Details
of the carrying value of property, plant and
equipment can be found in note 12.
The impairment test indicated significant
headroom as at 31 December 2024 and
therefore no impairment is considered
appropriate. The key assumptions include:
coal prices, including domestic coal prices
based on recent pricing and assessment of
market forecasts for export coal; production
based on proven and probable reserves
assessed by the independent Competent
Person and yields associated with mining
areas based on assessments by the
Competent Person and empirical data. An
8% reduction in average forecast coal prices
or a 5% reduction in yield would give rise to
a breakeven scenario. However, the directors
consider the forecasted yield levels and
pricing to be appropriate and supportable
best estimates.
75
Bisichi PLC
Financial statements
Group accounting policies
Fair value measurements of
investment properties
An assessment of the fair value of investment
properties, is required to be performed. In
such instances, fair value measurements
are estimated based on the amounts for
which the assets and liabilities could be
exchanged between market participants.
To the extent possible, the assumptions
and inputs used take into account externally
verifiable inputs. However, such information
is by nature subject to uncertainty. The fair
value of investment property is set out in
note 11, whilst the carrying value of
investments in joint ventures which themselves
include investment property held at fair value
by the joint venture is set out at note 13.
Measurement of development property
The development property included within the
Group’s joint venture investment in West Ealing
Projects limited is considered by Management
to fall outside the scope of investment property.
A property intended for sale in the ordinary
course of business or in the process of
construction or development for such sale, for
example, property acquired exclusively with a
view to subsequent disposal in the near future
or for development and resale is expected to
be recorded under the accounting standard of
IAS 2 Inventories. The directors have discussed
the commercial approach with the directors
of the underlying joint venture and the current
plan is to sell or to complete the development
and sell. The Directors therefore consider the
key judgement of accounting treatment of the
property development under IAS 2
Inventories to be correct.
IAS 2 Inventories require the capitalised costs
to be held at the lower of cost or net realisable
value. At 31 December 2024, the costs
capitalised within the development based
on a director’s appraisal for the property
estimated the net realisable value at a
surplus over the cost for the development.
The directors have reviewed the underlying
inputs and key assumptions made in the
appraisal and consider them adequate.
However, such information is by nature
subject to uncertainty. The cost of the
development property is set out in note 14.
Basis of consolidation
The Group accounts incorporate the accounts
of Bisichi PLC and all of its subsidiary
undertakings, together with the Group’s
share of the results of its joint ventures.
Non-controlling interests in subsidiaries are
presented separately from the equity
attributable to equity owners of the parent
company. On acquisition of a non-wholly
owned subsidiary, the non-controlling
shareholders’ interests are initially measured
at the non-controlling interests’ proportionate
share of the fair value of the subsidiaries net
assets. Thereafter, the carrying amount of
non-controlling interests is the amount of
those interests at initial recognition plus the
non-controlling interests’ share of subsequent
changes in equity. For subsequent changes
in ownership in a subsidiary that do not result
in a loss of control, the consideration paid or
received is recognised entirely in equity.
The definition of control assumes the
simultaneous fulfilment of the following
three criteria:
• The parent company holds decision-
making power over the relevant activities
of the investee,
• The parent company has rights to
variable returns from the investee, and
• The parent company can use its
decision-making power to affect the
variable returns.
Investees are analysed for their relevant
activities and variable returns, and the link
between the variable returns and the extent
to which their relevant activities could be
influenced in order to ensure the definition
is correctly applied.
Revenue
The Group’s revenue from contracts with
customers, as defined under IFRS 15,
includes coal revenue and service charge
income. Coal revenue is derived principally
from export revenue and domestic revenue.
Both export revenue and domestic revenue is
recognised when the customer has a legally
binding obligation to settle under the terms of
the contract when the performance obligations
have been satisfied, which is once control of
the goods has transferred to the buyer at the
delivery point. For export revenue this is generally
recognised when the product is delivered to
the export terminal location specified in the
customer contract, at which point control of the
goods have been transferred to the customer.
For domestic coal revenues this is generally
recognised on collection by the customer from
the mine or from the mine’s rail siding when
loaded into transport, where the customer
pays the transportation costs. Fulfilment costs
to satisfy the performance obligations of coal
revenues such as transport and loading costs
borne by the Group from the mine to the
delivery point are recoded in operating costs.
Coal revenue is measured based on
consideration specified in the contract with
a customer on a per metric tonne basis. Both
export and domestic contracts are typically
on a specified coal volume basis and less
than a year in duration. Export contracts are
typically linked to the price of Free on Board
(FOB) Coal from Richards Bay Coal Terminal
(API4 price). Domestic contracts are typically
linked to a contractual price agreed.
76
Bisichi PLC
Financial statements
Group accounting policies
Service charges recoverable from tenants
are recognised over time as the service is
rendered.
Lease property rental income, as defined
under IFRS 16, is recognised in the Group
income statement on a straight-line basis
over the term of the lease. This includes the
effect of lease incentives.
Expenditure
Expenditure is recognised in respect of goods
and services received. Where coal is
purchased from third parties at point of
extraction the expenditure is only recognised
when the coal is extracted and all of the
significant risks and rewards of ownership
have been transferred.
Investment properties
Investment properties comprise freehold and
long leasehold land and buildings and head
leases. Investment properties are carried at
fair value in accordance with IAS 40
‘Investment Properties’. Properties are
recognised as investment properties when
held for long-term rental yields, and after
consideration has been given to a number
of factors including length of lease, quality
of tenant and covenant, value of lease,
management intention for future use of
property, planning consents and percentage
of property leased. Investment properties are
revalued annually by professional external
surveyors and included in the balance sheet
at their fair value. Gains or losses arising
from changes in the fair values of assets
are recognised in the consolidated income
statement in the period to which they relate.
In accordance with IAS 40, investment
properties are not depreciated. The fair value
of the head leases is the net present value
of the current head rent payable on leasehold
properties until the expiry of the lease.
Mining reserves, plant and
equipment and development cost
The cost of property, plant and equipment
comprises its purchase price and any costs
directly attributable to bringing the asset to
the location and condition necessary for it
to be capable of operating in accordance
with agreed specifications. Freehold land
included within mining reserves is not
depreciated. Other property, plant and
equipment is stated at historical cost less
accumulated depreciation. The cost
recognised includes the recognition of any
decommissioning assets related to property,
plant and equipment.
The purpose of mine development is to
establish secure working conditions and
infrastructure to allow the safe and efficient
extraction of recoverable reserves.
Depreciation on mine development costs is
not charged until production commences or
the assets are put to use. On commencement
of full commercial production, depreciation
is charged over the life of the associated
mine reserves extractable using the asset
on a unit of production basis. The unit of
production calculation is based on tonnes
mined as a ratio to proven and probable
reserves and also includes future forecast
capital expenditure. The cost recognised
includes the recognition of any
decommissioning assets related to mine
development.
Post production stripping
In surface mining operations, the Group
may find it necessary to remove waste
materials to gain access to coal reserves
prior to and after production commences.
Prior to production commencing, stripping
costs are capitalised until the point where
the overburden has been removed and
access to the coal seam commences.
Subsequent to production, waste stripping
continues as part of extraction process as a
mining production activity. There are two
benefits accruing to the Group from
stripping activity during the production
phase: extraction of coal that can be used
to produce inventory and improved access
to further quantities of material that will be
mined in future periods. Economic coal
extracted is accounted for as inventory.
The production stripping costs relating to
improved access to further quantities in
future periods are capitalised as a stripping
activity asset, if and only if, all of the
following are met:
• it is probable that the future economic
benefit associated with the stripping
activity will flow to the Group;
• the Group can identify the component of
the ore body for which access has been
improved; and
• the costs relating to the stripping activity
associated with that component or
components can be measured reliably.
In determining the relevant component of
the coal reserve for which access is improved,
the Group componentises its mine into
geographically distinct sections or phases
to which the stripping activities being
undertaken within that component are
allocated. Such phases are determined
based on assessment of factors such as
geology and mine planning.
The Group depreciates deferred costs
capitalised as stripping assets on a unit of
production method, with reference the tons
mined and reserve of the relevant ore body
component or phase. The cost is recognised
within Mine development costs within the
balance sheet.
77
Bisichi PLC
Financial statements
Group accounting policies
Other assets and depreciation
The cost, less estimated residual value, of
other property, plant and equipment is written
off on a straight-line basis over the asset’s
expected useful life. This includes the washing
plant and other key surface infrastructure.
Residual values and useful lives are reviewed,
and adjusted if appropriate, at each balance
sheet date. Changes to the estimated residual
values or useful lives are accounted for
prospectively. Heavy surface mining and other
plant and equipment is depreciated at varying
rates depending upon its expected usage.
The depreciation rates generally applied are:
Mining
equipment
Straight line basis over
its useful life (5 - 10% per
cent per annum) or the
life of the mine
Motor
vehicles
20 - 33 per cent per
annum
Office
equipment
10 - 33 per cent per
annum
Provisions and contingent
liabilities
Provisions are recognised when the Group
has a present obligation as a result of a past
event which it is probable will result in an
outflow of economic benefits that can be
reliably estimated.
A provision for rehabilitation of the mine is
initially recorded at present value and the
discounting effect is unwound over time as a
finance cost. Changes to the provision as a
result of changes in estimates are recorded
as an increase / decrease in the provision
and associated decommissioning asset. The
decommissioning asset is depreciated in line
with the Group’s depreciation policy over the
life of mine. The provision includes the
restoration of the underground, opencast,
surface operations and de-commissioning of
plant and equipment. The timing and final
cost of the rehabilitation is uncertain and will
depend on the duration of the mine life and
the quantities of coal extracted from
the reserves.
Management exercises judgment in
measuring the Group’s exposures to
contingent liabilities through assessing the
likelihood that a potential claim or liability
will arise and where possible in quantifying
the possible range of financial outcomes.
Where there is a dispute and where a reliable
estimate of the potential liability cannot be
made, or where the Group, based on legal
advice, considers that it is improbable that
there will be an outflow of economic
resources, no provision is recognised.
Employee benefits
Share based remuneration
The company operates a share option
scheme. The fair value of the share option
scheme is determined at the date of grant.
This fair value is then expensed on a
straight-line basis over the vesting period,
based on an estimate of the number of
shares that will eventually vest. The fair value
of options granted is calculated using a
binomial or Black-Scholes-Merton model.
Payments made to employees on the
cancellation or settlement of options granted
are accounted for as the repurchase of an
equity interest, i.e. as a deduction from equity.
Details of the share options in issue are
disclosed in the Directors’ Remuneration
Report on page 42 under the heading
Share option schemes which is within the
audited part of that report.
Pensions
The Group operates a defined contribution
pension scheme. The contributions payable
to the scheme are expensed in the period
to which they relate.
Foreign currencies
Monetary assets and liabilities are translated
at year end exchange rates and the resulting
exchange rate differences are included in
the consolidated income statement within
the results of operating activities if arising
from trading activities, including inter-company
trading balances and within finance cost/
income if arising from financing.
For consolidation purposes, income and
expense items are included in the
consolidated income statement at average
rates, and assets and liabilities are translated
at year end exchange rates. Translation
differences arising on consolidation are
recognised in other comprehensive income.
Foreign exchange differences on
intercompany loans are recorded in other
comprehensive income when the loans are
not considered as trading balances and are
not expected to be repaid in the foreseeable
future. Where foreign operations are disposed
of, the cumulative exchange differences of
that foreign operation are recognised in the
consolidated income statement when the
gain or loss on disposal is recognised.
Transactions in foreign currencies are
translated at the exchange rate ruling on
the transaction date.
Financial instruments
Financial assets and financial liabilities are
recognised in the Group’s consolidated
statement of financial position when the
Group becomes a party to the contractual
provisions of the instrument.
78
Bisichi PLC
Financial statements
Group accounting policies
Financial assets
Financial assets are classified as either
financial assets at amortised cost, at fair
value through other comprehensive income
(“FVTOCI”) or at fair value through profit or
loss (“FVPL”) depending upon the business
model for managing the financial assets and
the nature of the contractual cash flow
characteristics of the financial asset.
A loss allowance for expected credit losses
is determined for all financial assets, other
than those at FVPL, at the end of each
reporting period. The Group applies a
simplified approach to measure the credit
loss allowance for trade receivables using
the lifetime expected credit loss provision.
The lifetime expected credit loss is evaluated
for each trade receivable taking into account
payment history, payments made subsequent
to year end and prior to reporting, past default
experience and the impact of any other
relevant and current observable data. The
Group applies a general approach on all
other receivables classified as financial
assets. The general approach recognises
lifetime expected credit losses when there
has been a significant increase in credit
risk since initial recognition.
The Group derecognises a financial asset
when the contractual rights to the cash flows
from the asset expire, or when it transfers
the financial asset and substantially all the
risks and rewards of ownership of the asset
to another party. The Group derecognises
financial liabilities when the Group’s
obligations are discharged, cancelled or
have expired.
Bank loans and overdrafts
Bank loans and overdrafts are included as
financial liabilities on the Group balance
sheet at the amounts drawn on the particular
facilities net of the unamortised cost of
financing. Interest payable on those facilities
is expensed as finance cost in the period to
which it relates.
Lease liabilities
For any new contracts entered into the Group
considers whether a contract is, or contains a
lease. A lease is defined as ‘a contract, or part
of a contract, that conveys the right to use an
asset (the underlying asset) for a period of
time in exchange for consideration’. To apply
this definition the Group assesses whether the
contract contains an identified asset and has
the right to obtain substantially all of the
economic benefits from use of the identified
asset throughout the period of use.
At lease commencement date, the Group
recognises a right-of-use asset and a lease
liability on the balance sheet. Right-of-use
assets, excluding property head leases,
have been included in property, plant and
equipment and are measured at cost, which
is made up of the initial measurement of the
lease liability and any initial direct costs
incurred by the Group. The Group depreciates
the right-of-use assets on a straight-line
basis from the lease commencement date
to the earlier of the end of the useful life of
the right-of-use asset or the end of the
lease term.
At the commencement date, the Group
measures the lease liability at the present
value of the lease payments unpaid at that
date, discounted using the interest rate
implicit in the lease if that rate is readily
available or the Group’s incremental
borrowing rate. Liabilities relating to short
term leases are included within trade and
other payables.
Lease payments included in the measurement
of the lease liability are made up of fixed
payments and variable payments based on
an index or rate, initially measured using the
index or rate at the commencement date.
Subsequent to initial measurement, the liability
will be reduced for payments made and
increased for interest. It is re-measured to
reflect any reassessment or modification.
When the lease liability is re-measured, the
corresponding adjustment is reflected in the
right-of-use asset, or profit and loss if the
right-of-use asset is already reduced to zero.
Lease liabilities that arise for investment
properties held under a leasehold interest
and accounted for as investment property
are initially calculated as the present value
of the minimum lease payments, reducing
in subsequent reporting periods by the
apportionment of payments to the lessor.
The Group has elected to account for
short-term leases and leases of low-value
assets using the practical expedients
available in IFRS 16. Instead of recognising
a right-of-use asset and lease liability, the
payments in relation to these are
recognised as an expense in profit or loss
on a straight-line basis over the lease term.
Investments
Current financial asset investments and other
investments classified as non-current (“The
investments”) comprise of shares in listed
companies. The investments are measured
at fair value. Any changes in fair value are
recognised in the profit or loss account and
accumulated in retained earnings.
79
Bisichi PLC
Financial statements
Group accounting policies
Trade receivables
Trade receivables are accounted for at
amortised cost. Trade receivables do not
carry any interest and are stated at their
nominal value as reduced by appropriate
expected credit loss allowances for estimated
recoverable amounts as the interest that
would be recognised from discounting future
cash payments over the short payment
period is not considered to be material.
Trade payables
Trade payables cost are not interest bearing
and are stated at their nominal value, as the
interest that would be recognised from
discounting future cash payments over the
short payment period is not considered to
be material.
Other financial assets and liabilities
The Group’s other financial assets and
liabilities not disclosed above are
accounted for at amortised cost.
Joint ventures
Investments in joint ventures, being those
entities over whose activities the Group has
joint control, as established by contractual
agreement, are included at cost together
with the Group’s share of post-acquisition
reserves, on an equity basis. Dividends
received are credited against the investment.
Joint control is the contractually agreed sharing
of control over an arrangement, which exists
only when decisions about relevant strategic
and/or key operating decisions require
unanimous consent of the parties sharing
control. Control over the arrangement is
assessed by the Group in accordance with
the definition of control under IFRS 10. Loans
to joint ventures are classified as non-current
assets when they are not expected to be
received in the normal working capital cycle.
Trading receivables and payables to joint
ventures are classified as current assets
and liabilities.
Inventories
Inventories are stated at the lower of cost
and net realisable value. Cost includes
materials, direct labour and overheads
relevant to the stage of production. Cost is
determined using the weighted average
method. Net realisable value is based on
estimated selling price less all further costs
of completion and all relevant marketing,
selling and distribution costs.
Impairment
Whenever events or changes in circumstance
indicate that the carrying amount of an asset
may not be recoverable an asset is reviewed
for impairment. This includes mining reserves,
plant and equipment and net investments in
joint ventures. A review involves determining
whether the carrying amounts are in excess
of their recoverable amounts. An asset’s
recoverable amount is determined as the
higher of its fair value less costs of disposal
and its value in use. Such reviews are
undertaken on an asset-by-asset basis,
except where assets do not generate cash
flows independent of other assets, in which
case the review is undertaken on a cash
generating unit basis.
If the carrying amount of an asset exceeds
its recoverable amount an asset’s carrying
value is written down to its estimated
recoverable amount (being the higher of
the fair value less cost to sell and value in
use) if that is less than the asset’s carrying
amount. Any change in carrying value is
recognised in the comprehensive income
statement.
Deferred tax
Deferred tax is the tax expected to be
payable or recoverable on differences
between the carrying amounts of assets
and liabilities in the financial statements
and the corresponding tax bases used in
the tax computations, and is accounted for
using the balance sheet liability method.
Deferred tax liabilities are generally
recognised for all taxable temporary
differences and deferred tax assets are
recognised to the extent that it is probable
that taxable profits will be available against
which deductible temporary differences
can be utilised. In respect of the deferred
tax on the revaluation surplus, this is
calculated on the basis of the chargeable
gains that would crystallise on the sale of
the investment portfolio as at the reporting
date. The calculation takes account of
indexation on the historical cost of the
properties and any available capital losses.
Deferred tax is calculated at the tax rates
that are expected to apply in the period
when the liability is settled or the asset is
realised. Deferred tax is charged or
credited in the Group income statement,
except when it relates to items charged or
credited directly to other comprehensive
income, in which case it is also dealt with in
other comprehensive income.
Dividends
Dividends payable on the ordinary share
capital are recognised as a liability in the
period in which they are approved.
80
Bisichi PLC
Financial statements
Group accounting policies
Cash and cash equivalents
Cash comprises cash in hand and
on-demand deposits. Cash and cash
equivalents comprises short-term, highly
liquid investments that are readily convertible
to known amounts of cash and which are
subject to an insignificant risk of changes
in value and original maturities of three
months or less. The cash and cash
equivalents shown in the cashflow statement
are stated net of bank overdrafts that are
repayable on demand as per IAS 7. This
includes the structured trade finance facility
held in South Africa as detailed in note 22.
These facilities are considered to form an
integral part of the treasury management of
the Group and can fluctuate from positive
to negative balances during the period.
Segmental reporting
For management reporting purposes, the
Group is organised into business segments
distinguishable by economic activity. The
Group’s material business segments are
mining activities and investment properties.
These business segments are subject to
risks and returns that are different from
those of other business segments and are
the primary basis on which the Group reports
its segment information. This is consistent
with the way the Group is managed and
with the format of the Group’s internal
financial reporting. Significant revenue from
transactions with any individual customer,
which makes up 10 percent or more of the
total revenue of the Group, is separately
disclosed within each segment. All coal
exports are sales to coal traders at Richard
Bay’s terminal in South Africa with the risks
and rewards passing to the coal trader at the
terminal. Whilst the coal traders will ultimately
sell the coal on the international markets the
Company has no visibility over the ultimate
destination of the coal. Accordingly, the
export sales are recorded as South African
revenue.
81
Bisichi PLC
Financial statements
1. SEGMENTAL REPORTING
2024
Business analysis
Mining
£’000
Property
£’000
Other
£’000
Total
£’000
Significant revenue customer A
13,713
-
-
13,713
Significant revenue customer B
8,273
-
-
8,273
Significant revenue customer C
7,608
-
-
7,608
Other revenue
21,089
1,266
340
22,695
Segment revenue
50,683
1,266
340
52,289
Operating profit before fair value adjustments & exchange movements
5,817
653
336
6,806
Revaluation of investments & exchange movements
(24)
150
68
194
Operating profit and segment result
5,793
803
404
7,000
Segment assets
31,245
13,592
14,971
59,808
Unallocated assets
– Non-current assets
67
– Cash & cash equivalents
1,175
Total assets excluding investment in joint ventures and assets held for sale
61,050
Segment liabilities
(18,747)
(680)
-
(19,427)
Borrowings
(2,279)
(3,845)
-
(6,124)
Total liabilities
(21,026)
(4,525)
-
(25,551)
Net assets
35,499
Non segmental assets
– Investment in joint ventures
631
Net assets as per balance sheet
36,130
Geographic analysis
United
Kingdom
£’000
South
Africa
£’000
Total
£’000
Revenue
1,606
50,683
52,289
Operating profit and segment result
(827)
7,827
7,000
Depreciation
(59)
(3,985)
(4,044)
Non-current assets excluding investments
11,033
22,704
33,737
Total net assets
23,713
12,417
36,130
Capital expenditure
72
8,160
8,232
Notes to the financial statements
for the year ended 31 December 2024
82
Bisichi PLC
Financial statements
Notes to the financial statements
1. SEGMENTAL REPORTING CONTINUED
2023
Business analysis
Mining
£’000
Property
£’000
Other
£’000
Total
£’000
Significant revenue customer A
22,283
-
-
22,283
Significant revenue customer B
10,659
-
-
10,659
Significant revenue customer C
4,854
-
-
4,854
Other revenue
9,628
1,268
561
11,457
Segment revenue
47,424
1,268
561
49,253
Operating profit before fair value adjustments & exchange movements
(113)
711
556
1,154
Revaluation of investments & exchange movements
(158)
145
759
746
Operating profit and segment result
(271)
856
1,315
1,900
Segment assets
26,767
13,402
14,996
55,165
Unallocated assets
– Non-current assets
54
– Cash & cash equivalents
3,242
Total assets excluding investment in joint ventures and assets held for sale
58,461
Segment liabilities
(17,680)
(709)
3
(18,386)
Borrowings
(3,563)
(3,920)
-
(7,483)
Total liabilities
(21,243)
(4,629)
3
(24,869)
Net assets
32,592
Non segmental assets
– Investment in joint ventures
1,002
Net assets as per balance sheet
33,594
Geographic analysis
United
Kingdom
£’000
South
Africa
£’000
Total
£’000
Revenue
1,829
47,424
49,253
Operating profit and segment result
411
1,489
1,900
Depreciation
(34)
(1,459)
(1,493)
Non-current assets excluding investments
10,873
18,842
29,715
Total net assets
26,018
7,576
33,594
Capital expenditure
35
5,909
5,944
83
Bisichi PLC
Financial statements
Notes to the financial statements
2. REVENUE
2024
£’000
2023
£’000
Revenue from contracts with customers:
Coal sales and processing
50,683
47,424
Rental income
1,075
1,087
Service charges recoverable from tenants
191
181
Other:
Other revenue
340
561
Revenue
52,289
49,253
Segmental mining revenue is derived principally from coal sales and is recognised once the control of the goods has transferred from
the Group to the buyer. Segmental property revenue is derived from rental income and service charges recoverable from tenants. This is
consistent with the revenue information disclosed for each reportable segment (see note 1). Rental income is recognised on a straight-
line basis over the term of the lease. Service charges recoverable from tenants are recognised over time as the service is rendered.
Revenue is measured based on the consideration specified in the contract with the customer or tenant.
3. OPERATING COSTS
2024
£’000
2023
£’000
Mining
33,581
38,620
Property
406
339
Cost of sales
33,987
38,959
Administration
11,496
9,140
Operating costs
45,483
48,099
The direct property costs are:
Direct property expense
354
305
Bad debts
52
34
406
339
Operating costs above include depreciation of £4,044,000 (2023: £1,493,000).
84
Bisichi PLC
Financial statements
Notes to the financial statements
4. GAIN/(LOSS) ON REVALUATION OF INVESTMENT PROPERTIES
The reconciliation of the investment (deficit)/surplus to the gain on revaluation of investment properties in the income statement is set out below:
2024
£’000
2023
£’000
Investment surplus/(deficit)
150
145
(Loss)/Gain on valuation movement in respect of head lease payments
(2)
38
Gain/(Loss) on revaluation of investment properties
148
183
5. PROFIT BEFORE TAXATION
Profit before taxation is arrived at after charging:
2024
£’000
2023
£’000
Staff costs (see note 29)
7,761
7,270
Depreciation
4,044
1,493
Exchange loss
(24)
(158)
Fees payable to the company’s auditor for the audit of the company’s annual accounts
65
55
Fees payable to the company’s auditor and its associates for other services:
The audit of the company’s subsidiaries pursuant to legislation
41
40
Inventories recognised as an expense
27,194
35,808
6. DIRECTORS’ EMOLUMENTS
Directors’ emoluments are shown in the Directors’ remuneration report on page 41 which is within the audited part of that report.
7. INTEREST PAYABLE
2024
£’000
2023
£’000
On bank overdrafts and bank loans
782
771
Unwinding of discount
20
112
Lease liabilities
26
27
Other interest payable
636
563
Interest payable
1,464
1,473
85
Bisichi PLC
Financial statements
Notes to the financial statements
8. TAXATION
2024
£’000
2023
£’000
(a) Based on the results for the year:
Current tax - UK
-
-
Current tax - Overseas
454
1,318
Corporation tax - adjustment in respect of prior year – Overseas
8
-
Current tax
462
1,318
Deferred tax
1,153
(1,018
Total tax in income statement charge
1,615
300
(b) Factors affecting tax charge for the year:
The corporation tax assessed for the year is different from that at the standard rate of corporation tax in the United Kingdom of 25%
(2023: 23.5%).
The differences are explained below:
Profit/ Loss on ordinary activities before taxation
5,020
610
Tax on profit/ loss on ordinary activities at 25% (2023: 23.50%)
1,255
143
Effects of:
Expenses not deductible for tax purposes
160
241
Non-taxable income
(77)
(95)
Capital gains\(losses) on disposal
111
-
Adjustment in tax rate
137
(75)
Other differences
21
86
Adjustment in respect of prior years
8
-
Total tax in income statement charge/(credit)
1,615
300
(c) Analysis of United Kingdom and overseas tax:
United Kingdom tax included in above:
Current tax
-
-
Deferred tax
(391)
(93)
(391)
(93)
Overseas tax included in above:
Current tax
454
1,318
Adjustment in respect of prior years
8
-
Current tax
462
1,318
Deferred tax
1,544
(925)
2,006
393
Overseas tax is derived from the Group’s South African mining operation. Refer to note 1 for a report on the Groups’ mining and South
African segmental reporting. The adjustment to tax rate arises due to corporation tax rate assessed in South Africa for the year of 27%
(2023: 27%) being different from the corporation tax rate in the UK.
86
Bisichi PLC
Financial statements
Notes to the financial statements
9. SHAREHOLDER DIVIDENDS
2024
Per share
2024
£’000
2023
Per share
2023
£’000
Dividends paid during the year relating to the prior period
7p
747
12p
1,282
Dividends relating to the current period:
Interim dividend
3p
320
3p
320
Proposed final dividend
4p
427
4p
427
7p
747
7p
747
The interim dividend for 2023 was approved by the Board on 22nd of August 2023, paid on 2nd of February 2024 and accounted for as
payable as at 31 December 2023. The total dividends to shareholders paid during the current year of £747,000 (2023: £1,282,000)
comprise of these prior period dividends: an interim dividend of £320,000 (2023: £Nil) and the final dividend of £427,000 (2023:
£427,000).
The final dividend for 2024 is not accounted for until it has been approved at the Annual General Meeting.
10. PROFIT AND DILUTED PROFIT PER SHARE
Both the basic and diluted profit per share calculations are based on a profit after tax attributable to equity holders of the company of
£1,117,000 (2023: £259,000). The basic profit/(loss) per share of 10.46p has been calculated on a weighted average of 10,676,839
(2023: 10,676,839) ordinary shares being in issue during the period. The diluted profit per share of 10.46p has been calculated on the
weighted average number of shares in issue of 10,676,839 (2023: 10,676,839) plus the dilutive potential ordinary shares arising from
share options of nil (2023: nil) totalling 10,676,839 (2023: 10,676,839).
11. INVESTMENT PROPERTIES
Freehold
£’000
Long
Leasehold
£’000
Head
Lease
£’000
Total
£’000
Valuation at 1 January 2024
8,395
2,215
208
10,818
Revaluation
195
(45)
(2)
148
Valuation at 31 December 2024
8,590
2,170
206
10,966
Valuation at 1 January 2023
8,270
2,195
170
10,635
Revaluation
125
20
38
183
Valuation at 31 December 2023
8,395
2,215
208
10,818
Historical cost
At 31 December 2024
5,851
728
-
6,579
At 31 December 2023
5,851
728
-
6,579
Long leasehold properties are those for which the unexpired term at the balance sheet date is not less than 50 years. All investment
properties are held for use in operating leases and all properties generated rental income during the period.
87
Bisichi PLC
Financial statements
Notes to the financial statements
11. INVESTMENT PROPERTIES CONTINUED
Freehold and Long Leasehold properties were externally professionally valued at 31 December on an open market basis by:
2024
£’000
2023
£’000
Carter Towler
10,760
10,610
The valuations were carried out in accordance with the Statements of Asset Valuation and Guidance Notes published by The Royal
Institution of Chartered Surveyors.
Each year external valuers are appointed by the Executive Directors on behalf of the Board. The valuers are selected based upon their
knowledge, independence and reputation for valuing assets such as those held by the Group.
Valuations are performed annually and are performed consistently across all investment properties in the Group’s portfolio. At each
reporting date appropriately qualified employees of the Group verify all significant inputs and review the computational outputs. Valuers
submit their report to the Board on the outcome of each valuation round.
Valuations take into account tenure, lease terms and structural condition. The inputs underlying the valuations include market rent or
business profitability, likely incentives offered to tenants, forecast growth rates, yields, EBITDA, discount rates, construction costs
including any specific site costs (for example section 106), professional fees, developer’s profit including contingencies, planning and
construction timelines, lease regear costs, planning risk and sales prices based on known market transactions for similar properties to
those being valued.
Valuations are based on what is determined to be the highest and best use. When considering the highest and best use a valuer will
consider, on a property by property basis, its actual and potential uses which are physically, legally and financially viable. Where the
highest and best use differs from the existing use, the valuer will consider the cost and likelihood of achieving and implanting this change
in arriving at its valuation.
There are often restrictions on Freehold and Leasehold property which could have a material impact on the realisation of these assets.
The most significant of these occur when planning permission or lease extension and renegotiation of use are required or when a credit
facility is in place. These restrictions are factored in the property’s valuation by the external valuer.
IFRS 13 sets out a valuation hierarchy for assets and liabilities measured at fair value as follows:
Level 1:
valuation based on inputs on quoted market prices in active markets
Level 2:
valuation based on inputs other than quoted prices included within level 1 that maximise the use of observable data directly
or from market prices or indirectly derived from market prices.
Level 3:
where one or more significant inputs to valuations are not based on observable market data
88
Bisichi PLC
Financial statements
Notes to the financial statements
11. INVESTMENT PROPERTIES CONTINUED
The inter-relationship between key unobservable inputs and the Groups’ properties is detailed in the table below:
Class of property
Level 3
Valuation
technique
Key
unobservable inputs
Carrying/
fair value
2024
£’000
Carrying/
fair value
2023
£’000
Range
(weighted
average)
2024
Range
(weighted
average)
2023
Freehold –
external valuation
Income
capitalisation
Estimated rental
value per sq ft p.a
8,590
8,395
£5 – £29
(£21)
£4 – £29
(£21)
Equivalent Yield
8.9% – 12.8%
(10.5%)
8.8% – 13.5%
(10.7%)
Long leasehold –
external valuation
Income
capitalisation
Estimated rental
value per sq ft p.a
2,170
2,215
£9 – £9
(£9)
£9 – £9
(£9)
Equivalent yield
10.6% – 10.6%
(10.6%)
10.4% – 10.4%
(10.4%)
At 31 December
10,760
10,610
There are interrelationships between all these inputs as they are determined by market conditions. The existence of an increase in more
than one input would be to magnify the input on the valuation. The impact on the valuation will be mitigated by the interrelationship of two
inputs in opposite directions, for example, an increase in rent may be offset by an increase in yield.
The table below illustrates the impact of changes in key unobservable inputs on the carrying / fair value of the Group’s properties:
Estimated rental value
10% increase or
decrease
Equivalent yield
25 basis Point
contraction or expansion
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Freehold – external valuation
859/(859)
840/(840)
221/(221)
215/(205)
Long Leasehold – external valuation
217/(217)
222/(222)
50/(50)
55/(52)
89
Bisichi PLC
Financial statements
Notes to the financial statements
12. MINING RESERVES, PLANT AND EQUIPMENT
Mining
reserves
£’000
Mining
equipment and
development
costs
£’000
Motor
vehicles
£’000
Office
equipment
£’000
Total
£’000
Cost at 1 January 2024
2,059
37,861
379
168
40,467
Exchange adjustment
(29)
(628)
(3)
(3)
(663)
Additions
20
8,135
72
5
8,232
Disposals
-
-
(69)
-
(69)
Cost at 31 December 2024
2,050
45,368
379
170
47,967
Accumulated depreciation at 1 January 2024
925
20,273
264
109
21,571
Exchange adjustment
(13)
(332)
(4)
(1)
(350)
Charge for the year
3,969
54
21
4,044
Disposals
-
-
(69)
-
(69)
Accumulated depreciation at 31 December 2024
912
23,910
245
129
25,196
Net book value at 31 December 2024
1,138
21,458
134
41
22,771
Cost at 1 January 2023
2,332
36,291
385
168
39,176
Exchange adjustment
(273)
(4,333)
(33)
(14)
(4,653)
Additions
-
5,903
27
14
5,944
Disposals
-
Cost at 31 December 2023
2,059
37,861
379
168
40,467
Accumulated depreciation at 1 January 2023
1,099
21,347
256
97
22,799
Exchange adjustment
(174)
(2,517)
(20)
(10)
(2,721)
Charge for the year
1,443
28
22
1,493
Disposals
-
-
-
-
-
Accumulated depreciation at 31 December 2023
925
20,273
264
109
21,571
Net book value at 31 December 2023
1,134
17,588
115
59
18,896
90
Bisichi PLC
Financial statements
Notes to the financial statements
12. MINING RESERVES, PLANT AND EQUIPMENT CONTINUED
Included in the above line items are right-of-use assets over the following:
Mining
Equipment and
development
costs
£’000
Motor
vehicles
£’000
Total
£’000
Net book value at 1 January 2024
128
9
137
Additions
28
72
100
Exchange adjustment
(1)
-
(1)
Depreciation
(34)
(35)
(69)
Net book value at 31 December 2024
121
46
167
Net book value at 1 January 2023
186
21
207
Additions
1
-
1
Exchange adjustment
(24)
-
(24)
Depreciation
(35)
(12)
(47)
Net book value at 31 December 2023
128
9
137
13. INVESTMENTS HELD AS NON-CURRENT ASSETS
2024
Net
investment
in joint
ventures
assets
£’000
2024
Other
£’000
2023
Net
investment
in joint
ventures
assets
£’000
2023
Other
£’000
At 1 January
1,002
14,258
1,041
12,590
Gain in investment
-
174
-
856
Additions
-
5,143
-
1,189
Disposals
-
(5,236)
-
(377)
Share of loss in joint ventures
(370)
-
(39)
-
Impairment in joint venture investment
(1)
-
-
-
Net assets at 31 December
631
14,339
1,002
14,258
Included in the share of loss in joint venture in the Income Statement is a write down in joint venture loans to Development Physics
Limited of £255,000 (2023: £nil).
Other investments comprise of the following:
2024
£’000
2023
£’000
Net book value of unquoted investments
1,451
-
Net book and market value of readily realisable investments listed on stock exchanges in the United Kingdom
4,565
6,843
Net book and market value of readily realisable investments listed on overseas stock exchanges
8,323
7,415
14,339
14,258
Dividend income from investments held as non-current assets was £308,000 (2023: £501,000) for the year.
91
Bisichi PLC
Financial statements
Notes to the financial statements
14. JOINT VENTURES
Development Physics Limited
The company owned a third of the issued share capital of Development Physics Limited, an unlisted property development company.
The remaining two thirds were held equally by London & Associated Properties PLC and Metroprop Real Estate Ltd. The company has
subsequently been closed and the investment written off during the year. At year end, the carrying value of the investment held by the
Group was £Nil (2023: negative: £24,000). Included in the share of loss in joint venture in the Income Statement is a write down in loans
to the company of £255,000 (2023: £nil). Development Physics Limited was incorporated in England and Wales and its registered
address was 12 Little Portland Street, London, W1W 8BJ. It had issued share capital of 99 (2023: 99) ordinary shares of £1 each. No
dividends were received during the period.
Dragon Retail Properties Limited
The company owns 50% of the issued share capital of Dragon Retail Properties Limited, an unlisted property investment company. At year
end, the carrying value of the investment held by the Group was £636,000 (2023: £593,000). The remaining 50% is held by London &
Associated Properties PLC. Dragon Retail Properties Limited is incorporated in England and Wales and its registered address is 12 Little
Portland Street, London, W1W 8BJ. It has issued share capital of 500,000 (2023: 500,000) ordinary shares of £1 each. No dividends were
received during the period. It holds a Santander bank loan of £0.74million secured against its investment property. The bank loan of
£0.74million is secured by way of a first charge on specific freehold property at a value of £2.15million. The interest cost of the loan is
3.5 per cent above the Bank of England base rate. The was entered into in July 2024 and has a three year term.
West Ealing Projects Limited
The company owns 50% of the issued share capital of West Ealing Projects Limited, an unlisted property development company. At year
end, the carrying value of the investment held by the Group was a net liability of £5,000 (2023: asset of £434,000). The remaining 50% is
held by London & Associated Properties PLC. West Ealing Projects Limited is incorporated in England and Wales and its registered address
is 12 Little Portland Street, London, W1W 8BJ. It has issued share capital of 1,000,000 (2023: 1,000,000) ordinary shares of £1 each.
No dividends were received during the period.
92
Bisichi PLC
Financial statements
Notes to the financial statements
14. JOINT VENTURES CONTINUED
Development
Physics
£’000
Dragon
£’000
West
Ealing
£’000
2024
£’000
Development
Physics
£’000
Dragon
£’000
West
Ealing
£’000
2023
£’000
Turnover
-
168
9
177
-
168
65
233
Profit and loss:
Profit/(Loss) before depreciation,
interest and taxation
71
156
(876)
(649)
(28)
53
(32)
(7)
Depreciation and amortisation
-
-
-
-
-
(2)
-
(2)
(Loss)/Profit before interest and taxation
71
156
(876)
(649)
(28)
51
(32)
(9)
Interest Income
-
-
-
-
-
-
-
-
Interest expense
-
(70)
-
(70)
-
(79)
(1)
(80)
(Loss)/Profit before taxation
71
86
(876)
(719)
(28)
(28)
(33)
(89)
Taxation
-
-
-
-
-
-
-
-
(Loss)/Profit after taxation
71
86
(876)
(719)
(28)
(28)
(33)
(89)
Balance sheet
Non-current assets
-
2,155
-
2,155
-
2,030
-
2,030
Cash and cash equivalents
-
36
32
68
5
57
9
71
Property inventory
-
-
8,996
8,996
483
-
8,889
9,372
Other current assets
-
44
58
102
-
112
64
176
Other current liabilities
-
(735)
(4,222)
(4,957)
(559)
(64)
(3,709)
(4,332)
Current borrowings
-
(228)
(4,874)
(5,102)
-
(950)
(4,386)
(5,336)
Net current assets
-
(883)
(10)
(893)
(71)
(845)
867
(49)
Non-current borrowings
-
-
-
-
-
-
-
-
Other non-current liabilities
-
-
-
-
-
-
-
-
Net assets at 31 December
-
1,272
(10)
1,262
(71)
1,185
867
1,981
Share of net assets at 31 December
-
636
(5)
631
(24)
593
434
1,002
93
Bisichi PLC
Financial statements
Notes to the financial statements
15. SUBSIDIARY COMPANIES
The company owns the following ordinary share capital of the subsidiaries which are included within the consolidated financial
statements:
Activity
Percentage
of share
capital
Registered address
Country of
incorporation
Directly held:
Mineral Products Limited
Share dealing
100%
12 Little Portland Street, London, W1W8BJ
England and
Wales
Bisichi (Properties) Limited
Property
100%
12 Little Portland Street, London, W1W8BJ
England and
Wales
Bisichi Northampton Limited
Property
100%
12 Little Portland Street, London, W1W8BJ
England and
Wales
Bisichi Trustee Limited
Property
100%
12 Little Portland Street, London, W1W8BJ
England and
Wales
Urban First (Northampton) Limited
Property
100%
12 Little Portland Street, London, W1W8BJ
England and
Wales
Bisichi Mining (Exploration) Limited
Holding
company
100%
12 Little Portland Street, London, W1W8BJ
England and
Wales
Ninghi Marketing Limited
Dormant
90.1%
12 Little Portland Street, London, W1W8BJ
England and
Wales
Bisichi Mining Management
Services Limited
Dormant
100%
12 Little Portland Street, London, W1W8BJ
England and
Wales
Bisichi Coal Mining (Pty) Limited
Coal mining
100%
Samora Machel Street, Bethal Road,
Middelburg, Mpumalanga, 1050
South Africa
Indirectly held:
Black Wattle Colliery (Pty) Limited
Coal mining
62.5%
Samora Machel Street, Bethal Road,
Middelburg, Mpumalanga, 1050
South Africa
Sisonke Coal Processing (Pty) Limited
Coal processing 62.5%
Samora Machel Street, Bethal Road,
Middelburg, Mpumalanga, 1050
South Africa
Black Wattle Klipfontein (Pty) Limited
Coal mining
62.5%
Samora Machel Street, Bethal Road,
Middelburg, Mpumalanga, 1050
South Africa
Amandla Ehtu Mineral Resource
Development (Pty) Limited
Dormant
70%
Samora Machel Street, Bethal Road,
Middelburg, Mpumalanga, 1050
South Africa
Details on the non-controlling interest in subsidiaries are shown under note 27.
94
Bisichi PLC
Financial statements
Notes to the financial statements
16. INVENTORIES
2024
£’000
2023
£’000
Coal
Washed
2,334
1,949
Mining Production
1,022
542
Work in progress
-
85
Other
21
3
3,377
2,579
The amount of inventories recognised as an expense during the period was £27,194,000 (2023: £35,808,000).
17. TRADE AND OTHER RECEIVABLES
2024
£’000
2023
£’000
Financial assets falling due within one year:
Trade receivables
4,839
4,180
Amount owed by joint venture
2,020
1,844
Other receivables
799
1,727
Non-financial instruments falling due within one year:
Prepayments and accrued income
136
183
7,794
7,934
Financial assets falling due within one year are held at amortised cost. The fair value of trade and other receivables approximates their
carrying amounts. The Group applies a simplified approach to measure the credit loss allowance for trade receivables using the lifetime
expected credit loss provision. The lifetime expected credit loss is evaluated for each trade receivable taking into account payment
history, payments made subsequent to year end and prior to reporting, past default experience and the impact of any other relevant and
current observable data. The Group applies a general approach on all other receivables classified as financial assets.
95
Bisichi PLC
Financial statements
Notes to the financial statements
17. TRADE AND OTHER RECEIVABLES CONTINUED
At year end, the Group allowance for doubtful debts provided against trade receivables was £125,000 (2023: £374,000). Trade
receivables past due date and net of provisions were £84,000 (2023: £374,000). The ageing analysis of trade receivables is as follows:
Current
£’000
0-90 days
£’000
Over
90 Days
£’000
Total
£’000
Gross trade receivables at 31 December 2024
3,411
1,344
209
4,964
Expected credit loss provision
-
-
(125)
(125)
Trade receivables
3,411
1,344
84
4,839
Expected credit loss %
0%
0%
60%
3%
Gross trade receivables at 31 December 2023
1,773
2,263
518
4,554
Expected credit loss provision
-
-
(374)
(374)
Trade receivables
1,773
2,263
144
4,180
Expected credit loss %
0%
0%
72%
8%
18. INVESTMENTS IN LISTED SECURITIES HELD AT FVPL
2024
Other
£’000
2023
Other
£’000
At 1 January
734
886
(Loss)/Gain in investments
(106)
(97)
Additions
136
-
Disposals
(136)
(55)
Market value at 31 December
628
734
2024
£’000
2023
£’000
Market value of listed Investments:
Listed in Great Britain
628
618
Listed outside Great Britain
-
116
628
734
Original cost of listed investments
661
760
Unrealised (deficit)/surplus of market value versus cost
(33)
(26)
Dividend income from investments in listed securities held at FVPL was £29,000 (2023: £54,000) for the year.
96
Bisichi PLC
Financial statements
Notes to the financial statements
19. TRADE AND OTHER PAYABLES
2024
£’000
2023
£’000
Trade payables
10,153
8,673
Amounts owed to joint ventures
-
33
Lease liabilities (Note 31)
74
63
Other payables
1,506
1,949
Accruals
979
649
Deferred Income
183
222
12,895
11,589
20. FINANCIAL LIABILITIES – BORROWINGS
Current
Non-current
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Bank overdraft (secured)
2,258
3,534
-
-
Bank loan (secured)
8
3,927
3,858
22
2,266
7,461
3,858
22
2024
£’000
2023
£’000
Bank overdraft and loan instalments by reference to the balance sheet date:
Within one year
2,266
7,461
From one to two years
14
22
From two to five years
3,844
-
6,124
7,483
Bank overdraft and loan analysis by origin:
United Kingdom
3,844
3,920
Southern Africa
2,280
3,563
6,124
7,483
In South Africa, an R85million trade facility is held with Absa Bank Limited by Sisonke Coal Processing (Pty) Limited (“Sisonke Coal
Processing”) in order to cover the working capital requirements of the Group’s South African operations. The interest cost of the loan is
at the South African prime lending rate plus 3.8% The facility is renewable annually, is repayable on demand and is secured by way of a
first charge over specific pieces of mining equipment, inventory and the debtors of the relevant company which holds the loan which are
included in the financial statements at a value of £10,008,178 (2023: £9,373,603). All banking covenants were either adhered to or
waived by Absa Bank Limited during the year.
97
Bisichi PLC
Financial statements
Notes to the financial statements
20. FINANCIAL LIABILITIES – BORROWINGS CONTINUED
In the UK, the Group entered into a £3.9million term loan facility with Julian Hodge Bank Limited during the year. The loan is secured
against the Group’s UK retail property portfolio. The debt package has a five year term and is repayable at the end of the term in
December 2029. The overall interest cost of the loan is 4.00% above the Bank of England base rate. The loan is secured by way of a
first charge over the investment properties in the UK which are included in the financial statements at a value of £10,760,000 (2023:
£10,610,000). No banking covenants were breached by the Group during the year.
Dragon Retail Properties Limited (“Dragon”), the Group’s 50% owned joint venture, holds a Santander UK PLC bank loan of £0.74million
secured against its investment property, see note 14. The bank loan is secured by way of a first charge on specific freehold property at a
value of £2.15million. The interest cost of the loan is 3.5 percent above the Bank of England base rate. The loan was entered into in July
2024 and has a term of 3 years.
Consistent with others in the mining and property industry, the Group monitors its capital by its gearing levels. This is calculated as the
total bank loans and overdraft less remaining cash and cash equivalents as a percentage of equity. At year end the gearing of the Group
was calculated as follows:
2024
£’000
2023
£’000
Total bank loans and overdraft
6,124
7,483
Less cash and cash equivalents (excluding overdraft)
(1,175)
(3,242)
Net debt
4,949
4,241
Total equity attributable to shareholders of the parent
32,688
31,990
Gearing
(15.1%)
(13.3%)
Analysis of the changes in liabilities arising from financing activities:
Bank
borrowings
£’000
Bank
overdrafts
£’000
Lease
liabilities
£’000
2024
£’000
Bank
borrowings
£’000
Bank
overdrafts
£’000
Lease
liabilities
£’000
2023
£’000
Balance at 1 January
3,949
3,534
373
7,856
4,499
3,225
398
8,122
Exchange adjustments
-
(39)
(2)
(41)
(64)
(388)
(24)
(476)
Cash movements excluding exchange
adjustments
(83)
(1,237)
(67) (1,387)
(486)
697
(39)
172
Additions
-
-
98
98
-
-
38
38
Balance at 31 December
3,866
2,258
402
6,526
3,949
3,534
373
7,856
21. PROVISION FOR REHABILITATION
2024
£’000
2023
£’000
As at 1 January
1,614
1,715
Exchange adjustment
(44)
(213)
Increase in provision
-
-
Unwinding of discount
20
112
As at 31 December
1,590
1,614
98
Bisichi PLC
Financial statements
Notes to the financial statements
22. FINANCIAL INSTRUMENTS
Total financial assets and liabilities
The Group’s financial assets and liabilities are as follows, representing both the fair value and the carrying value:
Financial
Assets
measured
at
amortised
cost
£’000
Financial
Liabilities
measured
at
amortised
cost
£’000
Investments
held at FVPL
£’000
2024
£’000
Financial
Assets
measured
at
amortised
cost
£’000
Financial
Liabilities
measured
at
amortised
cost
£’000
Investments
held at FVPL
£’000
2023
£’000
Cash and cash equivalents
1,175
-
-
1,175
3,242
-
-
3,242
Non-current other investments held
at FVPL
-
-
14,339
14,339
-
-
14,258
14,258
Investments in listed securities held
at FVPL
-
-
628
628
-
-
734
734
Trade and other receivables
7,658
-
-
7,658
7,571
-
-
7,571
Bank borrowings and overdraft
-
(6,124)
-
(6,124)
-
(7,483)
-
(7,483)
Lease Liabilities
-
(402)
-
(402)
-
(373)
-
(373)
Other liabilities
-
(16,439)
-
(16,439)
-
(16,495)
-
(16,495)
8,833
(22,965)
14,967
835
10,993
(24,351)
14,992
1,634
Investments in listed securities and other investments held at fair value through profit and loss fall under level 1 of the fair value hierarchy
into which fair value measurements are recognised in accordance with the levels set out in IFRS 7. The comparative figures for 2023 fall
under the same category of financial instrument as 2024.
The carrying amount of short term (less than 12 months) trade receivable and other liabilities approximate their fair values. The fair value of
non-current borrowings in note 20 approximates its carrying value and was determined under level 2 of the fair value hierarchy and is estimated
by discounting the future contractual cash flows at the current market interest rates for UK borrowings and for the South African overdraft
facility. The fair value of the lease liabilities in note 31 approximates its carrying value and was determined under level 2 of the fair value
hierarchy and is estimated by discounting the future contractual cash flows at the current market interest rates.
Treasury policy
Although no derivative transactions were entered into during the current and prior year, the Group may use derivative transactions such
as interest rate swaps and forward exchange contracts as necessary in order to help manage the financial risks arising from the Group’s
activities. The main risks arising from the Group’s financing structure are interest rate risk, liquidity risk, market risk, credit risk, currency
risk and commodity price risk. There have been no changes during the year of the main risks arising from the Group’s finance structure.
The policies for managing each of these risks and the principal effects of these policies on the results are summarised below.
Interest rate risk
Interest rate risk is the risk that the value of a financial instrument or cashflows associated with the instrument will fluctuate due to
changes in market interest rates. Interest rate risk arises from interest bearing financial assets and liabilities that the Group uses.
Treasury activities take place under procedures and policies approved and monitored by the Board to minimise the financial risk faced
by the Group. Interest bearing assets comprise cash and cash equivalents which are considered to be short-term liquid assets and
loans to joint ventures.
99
Bisichi PLC
Financial statements
Notes to the financial statements
22. FINANCIAL INSTRUMENTS CONTINUED
Interest bearing borrowings comprise bank loans, bank overdrafts and variable rate finance lease obligations. The rates of interest vary
based on Bank of England in the UK and PRIME in South Africa.
As at 31 December 2024, with other variables unchanged, a 1% increase or decrease in interest rates, on investments and borrowings
whose interest rates are not fixed, would respectively change the profit/loss for the year by £93,000 (2023: £56,000). The effect on equity
of this change would be an equivalent decrease or increase for the year of £93,000 (2023: £56,000).
Liquidity risk
The Group’s policy is to minimise refinancing risk. Efficient treasury management and strict credit control minimise the costs and risks
associated with this policy which ensures that funds are available to meet commitments as they fall due. As at year end the Group held
borrowing facilities in the UK in Bisichi PLC and in South Africa in Sisonke Coal Processing (Pty) Ltd.
The following table sets out the maturity profile of contractual undiscounted cash flows of financial liabilities as at 31 December:
2024
£’000
2023
£’000
Within one year
19,480
24,431
From one to two years
542
62
From two to five years
3,947
130
Beyond five years
152
144
24,121
24,767
The following table sets out the maturity profile of contractual undiscounted cash flows of financial liabilities as at 31 December maturing
within one year:
2024
£’000
2023
£’000
Within one month
1,700
7,512
From one to three months
12,347
11,255
From four to twelve months
5,433
5,664
19,480
24,431
In South Africa, an R85million trade facility is held with Absa Bank Limited by Sisonke Coal Processing (Pty) Limited (“Sisonke Coal
Processing”) in order to cover the working capital requirements of the Group’s South African operations. The interest cost of the loan is at
the South African prime lending rate plus 3.8%. The facility is renewable annually, is repayable on demand and is secured against
inventory, debtors and cash that are held by Sisonke Coal Processing (Pty) Limited. The facility is included in cash and cash equivalents
within the cashflow statement.
In the UK, the Group entered into a £3.9million term loan facility with Julian Hodge Bank Limited during the year. The loan is secured
against the Group’s UK retail property portfolio. The debt package has a five year term and is repayable at the end of the term in
December 2029. The overall interest cost of the loan is 4.00% above the Bank of England base rate. The Group intends to renew or
refinance the loan prior to the end of its term.
As a result of the above agreed banking facilities, the Directors believe that the Group is well placed to manage its liquidity risk.
100 Bisichi PLC
Financial statements
Notes to the financial statements
22. FINANCIAL INSTRUMENTS CONTINUED
Credit risk
The Group is mainly exposed to credit risk on its cash and cash equivalents, trade and other receivables and amounts owed by joint
ventures as per the balance sheet. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in
the balance sheet which at year end amounted to £8,833,000 (2023: £10,993,000).
To mitigate risk on its cash and cash equivalents, the Group only deposits surplus cash with well-established financial institutions of high
quality credit standing.
The Group’s credit risk is primarily attributable to its trade receivables. Trade debtor’s credit ratings are reviewed regularly. The Group’s
review includes measures such as the use of external ratings and establishing purchase limits for each customer. The Group had
amounts due from its significant revenue customers at the year-end that represented 19% (2023: 73%) of the trade receivables balance.
These amounts have been subsequently settled. The Group approach to measure the credit loss allowance for trade receivables is
outlined in note 17. At year end, the Group allowance for doubtful debts provided against trade receivables was £125,000 (2023:
£374,000). As at year end the amount of trade receivables held past due date less credit loss allowances was £84,000 (2023: £144,000).
To date, the amount of trade receivables held past due date less credit loss allowances that has not subsequently been settled is
£71,000 (2023: £19,000). Management have no reason to believe that this amount will not be settled.
The Group exposure to credit risk on its loans to joint ventures and other receivables is mitigated through ongoing review of the
underlying performance and resources of the counterparty including evaluation of different scenarios of probability of default and
expected loss applicable to each of the underlying balances.
Financial assets maturity
On 31 December 2024, cash at bank and in hand amounted to £1,175,000 (2023: £3,242,000) which is invested in short term bank
deposits maturing within one year bearing interest at the bank’s variable rates. Cash and cash equivalents all have a maturity of less than
3 months.
Foreign exchange risk
All trading is undertaken in the local currencies except for certain export sales which are invoiced in dollars. It is not the Group’s policy to
obtain forward contracts to mitigate foreign exchange risk on these contracts as payment terms are within 15 days of invoice or earlier.
Funding is also in local currencies other than inter-company investments and loans and it is also not the Group’s policy to obtain forward
contracts to mitigate foreign exchange risk on these amounts. During 2024 and 2023 the Group did not hedge its exposure of foreign
investments held in foreign currencies.
The principal currency risk to which the Group is exposed in regard to inter-company balances is the exchange rate between Pounds
sterling and South African Rand. It arises as a result of the retranslation of Rand denominated inter-company trade receivable balances
held within the UK which are payable by South African Rand functional currency subsidiaries.
Based on the Group’s net financial assets and liabilities as at 31 December 2024, a 25% strengthening of Sterling against the South
African Rand, with all other variables held constant, would decrease the Group’s profit after taxation by £231,000 (2023: £280,000). A
25% weakening of Sterling against the South African Rand, with all other variables held constant would increase the Group’s profit after
taxation by £386,000 (2023: £466,000). The 25% sensitivity has been determined based on the average historic volatility of the exchange
rate.
101
Bisichi PLC
Financial statements
Notes to the financial statements
22. FINANCIAL INSTRUMENTS CONTINUED
The table below shows the currency profiles of cash and cash equivalents:
2024
£’000
2023
£’000
Sterling
297
1,570
South African Rand
874
1,109
US Dollar
4
563
1,175
3,242
Cash and cash equivalents earn interest at rates based on Bank of England rates in Sterling and Prime in Rand.
The tables below shows the currency profiles of net monetary assets and liabilities by functional currency of the Group:
2024:
Sterling
£’000
South
African
Rands
£’000
Sterling
8,916
-
South African Rand
1
(11,283)
US Dollar
3,201
-
12,118
(11,283)
2023:
Sterling
£’000
South
African
Rands
£’000
Sterling
12,082
-
South African Rand
40
(12,583)
US Dollar
2,095
-
14,217
(12,583)
102 Bisichi PLC
Financial statements
Notes to the financial statements
23. DEFERRED TAXATION ASSETS/(LIABILITIES)
2024
£’000
2023
£’000
As at 1 January
318
(872)
Recognised in income
(1,153)
1,018
Exchange adjustment
22
172
As at 31 December
(813)
318
The deferred tax balance comprises the following:
Revaluations
(876)
(924)
Capital allowances
(5,633)
(4,562)
Short term timing difference
596
846
Unredeemed capital deductions
3,024
2,665
Losses and other deductions
2,076
2,293
(813)
318
Refer to note 8 for details of deferred tax recognised in income in the current year. Tax rates of 25% (2023: 25%) in the UK and 27%
(2023: 27%) in South Africa were utilised to calculate year end deferred tax balances.
24. SHARE CAPITAL
2024
£’000
2023
£’000
Authorised: 13,000,000 ordinary shares of 10p each
1,300
1,300
Allotted and fully paid:
2024
Number of
ordinary
shares
2023
Number of
ordinary
shares
2024
£’000
2023
£’000
At 1 January and outstanding at 31 December
10,676,839
10,676,839
1,068
1,068
25. OTHER RESERVES
2024
£’000
2023
£’000
Equity share options
1,026
1,026
Net investment premium on share capital in joint venture
86
86
1,112
1,112
103
Bisichi PLC
Financial statements
Notes to the financial statements
26. SHARE BASED PAYMENTS
Details of the share option scheme are shown in the Directors’ remuneration report on page 43 under the heading Share option schemes
which is within the audited part of this report. Further details of the share option schemes are set out below.
The Bisichi PLC Unapproved Option Schemes:
Year of grant
Subscription
price per share
Period within
which options
exercisable
Number of share
for which options
outstanding at
31 December 2023
Number of
share options
lapsed/surrendered
/awarded
during year
Number of share for
which options
outstanding at
31 December 2024
2022
352.0p
Sep 2022 – Sep 2032
760,000
-
760,000
On 1 September 2022 the company granted additional options to the following directors of the company:
A. Heller 380,000 options at an exercise price of 352.0p per share.
G. Casey 380,000 options at an exercise price of 352.0p per share.
The options vest on date of grant and are exercisable within a period of 10 years from date of grant. There are no performance or service
conditions attached to the 2022 options which are outstanding at 31 December 2024. The above options were valued at £547,200 at
date of grant using the Black-Scholes-Merton model with the following assumptions:
Expected volatility 54.18% (Based on historic volatility)
Expected life 4 years
Risk free rate 1.58%
Expected dividends 6.90%
2024
Number
2024
Weighted
average
exercise
price
2023
Number
2023
Weighted
average
exercise price
Outstanding at 1 January
760,000
352.00p
760,000
352.00p
Lapsed/Surrendered/cancelled during the year
-
-
-
-
Issued during the year
-
-
-
-
Outstanding at 31 December
760,000
352.00p
760,000
352.00p
Exercisable at 31 December
760,000
352.00p
760,000
352.00p
27. NON-CONTROLLING INTEREST
2024
£’000
2023
£’000
As at 1 January
1,604
1,759
Issue of shares in subsidiary
-
-
Share of profit/(loss) for the year
2,288
51
Dividends paid
-
-
Exchange adjustment
(45)
(206)
As at 31 December
3,847
1,604
104 Bisichi PLC
Financial statements
Notes to the financial statements
27. NON-CONTROLLING INTEREST CONTINUED
The non-controlling interest comprises of a 37.5% interest in Black Wattle Colliery (Pty) Ltd and its wholly owned subsidiary Sisonke Coal
Processing (Pty) Ltd. Black Wattle Colliery (Pty) Ltd is a coal mining company and Sisonke Coal Processing (Pty) Ltd is a coal processing
company both incorporated in South Africa. Summarised financial information reflecting 100% of the underlying consolidated relevant
figures of Black Wattle Colliery (Pty) Ltd’s and its wholly owned subsidiary Sisonke Coal Processing (Pty) Ltd is set out below.
2024
£’000
2023
£’000
Revenue
48,335
47,423
Expenses
(43,549)
(47,275)
Profit/(loss) for the year
4,786
148
Other comprehensive Income
-
-
Total comprehensive income for the year
4,786
148
Balance sheet
Non-current assets
22,704
18,843
Current assets
9,414
9,033
Current liabilities
(18,549)
(20,451)
Non-current liabilities
(3,740)
(2,262)
Net assets at 31 December
9,829
5,163
The non-controlling interest originates from the disposal of a 37.5% shareholding in Black Wattle Colliery (Pty) Ltd in 2010 when the total
issued share capital in Black Wattle Colliery (Pty) Ltd was increased from 136 shares to 1,000 shares at par of R1 (South African Rand)
through the following shares issue:
• a subscription for 489 ordinary shares at par by Bisichi Mining (Exploration) Limited increasing the number of shares held from 136
ordinary shares to a total of 625 ordinary shares;
• a subscription for 110 ordinary shares at par by Vunani Mining (Pty) Ltd;
• a subscription for 265 “A” shares at par by Vunani Mining (Pty) Ltd
On 12 April 2022 the total issued share capital in Black Wattle Colliery (Pty) Ltd was increased further from 1000 shares to 1002 shares at
par of R1 through the following share issue:
• a subscription of 1 “B” Share at par by Bisichi Mining (Exploration Limited);
• a subscription of 1 “B” Share at par by Vunani Mining (Pty) Ltd
Bisichi Mining (Exploration) Limited is a wholly owned subsidiary of Bisichi PLC incorporated in England and Wales.
Vunani Mining (Pty) Ltd is a South African Black Economic Empowerment company and minority shareholder in Black Wattle Colliery
(Pty) Ltd.
The “A” shares rank pari passu with the ordinary shares save that they will have no dividend rights until such time as the dividends paid
by Black Wattle Colliery (Pty) Ltd on the ordinary shares subsequent to 30 October 2008 will equate to R832,075,000.
105
Bisichi PLC
Financial statements
Notes to the financial statements
27. NON-CONTROLLING INTEREST CONTINUED
A non-controlling interest of 15% in Black Wattle Colliery (Pty) Ltd is recognised for all profits distributable to the 110 ordinary shares held
by Vunani Mining (Pty) Ltd from the date of issue of the shares (18 October 2010). An additional non-controlling interest will be
recognised for all profits distributable to the 265 “A” shares held by Vunani Mining (Pty) Ltd after such time as the profits available for
distribution, in Black Wattle Colliery (Pty) Ltd, before any payment of dividends after 30 October 2008, exceeds R832,075,000.
The “B” shares rank pari passu with the ordinary shares save that they have sole rights to the distributable profits attributable to certain
mining reserves held by Black Wattle Colliery (Pty) Ltd. A non-controlling interest is recognised for all profits distributable to the “B”
shares held by Vunani Mining (Pty) Ltd from the date of issue of the shares (12 April 2022).
28. RELATED PARTY TRANSACTIONS
At 31 December
During the year
Amounts
owed
to related
party
£’000
Amounts
owed
by related
party
£’000
Costs
recharged
(to)/by
related
party
£’000
Cash paid
(to)/by
related
party
£’000
Related party:
London & Associated Properties PLC (note (a))
-
-
200
(200)
West Ealing Projects Limited (note (b))
-
(1,944)
-
(326)
Dragon Retail Properties Limited (note (c))
-
(76)
(36)
(73)
Development Physics Limited (note (d))
-
-
226
-
As at 31 December 2024
-
(2,020)
390
(599)
London & Associated Properties PLC (note (a))
-
-
200
(200)
West Ealing Projects Limited (note (b))
-
(1,618)
-
(381)
Dragon Retail Properties Limited (note (c))
33
-
(36)
(51)
Development Physics Limited (note (d))
-
(226)
-
(84)
As at 31 December 2023
33
(1,844)
164
(716)
(a) London & Associated Properties PLC – London & Associated Properties PLC (“LAP”) is a substantial shareholder and parent
company of Bisichi PLC. Property management, office premises, general management, accounting and administration services are
provided for Bisichi PLC and its UK subsidiaries. Bisichi PLC continues to operate as a fully independent company and currently
LAP owns only 41.52% of the issued ordinary share capital. However, LAP is deemed under IFRS 10 to have effective control of
Bisichi PLC for accounting purposes.
(b) West Ealing Projects Limited – West Ealing Projects Limited (“West Ealing”) is an unlisted property company incorporated in
England and Wales. West Ealing is owned equally by the company and London & Associated Properties PLC and is accounted as a
joint venture and treated as a non-current asset investment.
(c) Dragon Retail Properties Limited – (“Dragon”) is owned equally by the company and London & Associated Properties PLC.
Dragon is accounted as a joint venture and is treated as a non-current asset investment.
(d) Development Physics Limited – Development Physics Limited (“DP”) is an unlisted property company incorporated in England
and Wales. DP is owned equally by the company, London & Associated Properties PLC and Metroprop Real Estate Ltd and is
accounted as a joint venture and treated as a non-current asset investment.
106 Bisichi PLC
Financial statements
Notes to the financial statements
28. RELATED PARTY TRANSACTIONS CONTINUED
Key management personnel comprise of the directors of the company who have the authority and responsibility for planning, directing,
and controlling the activities of the company. Details of key management personnel compensation and interest in share options are shown
in the Directors’ Remuneration Report on pages 41 and 43 under the headings Directors’ remuneration, Pension schemes and incentives
and Share option schemes which is within the audited part of this report. The total employers’ national insurance paid in relation to the
remuneration of key management was £199,000 (2023: £326,000). In 2012 a loan was made to one of the directors, Mr A R Heller, for
£116,000. Interest is payable on the Director’s Loan at a rate of 6.14 per cent. There is no fixed repayment date for the Director’s Loan.
The loan amount outstanding at year end was £41,000 (2023: £41,000) and no repayment (2023: £nil) was made during the year.
The non-controlling interest to Vunani Mining (Pty) Ltd is shown in note 27. In addition, the Group holds an investment in Vunani Limited
with a fair value of £31,000 (2023: £40,000) and an investment in Vunani Capital Partners (Pty) Ltd of £48,000 (2023: £70,000). Both are
related parties to Vunani Mining (Pty) Ltd and are classified as non-current available for sale investments.
29. EMPLOYEES
2024
£’000
2023
£’000
Staff costs during the year were as follows:
Salaries
7,055
6,495
Social security costs
259
326
Pension costs
447
449
Share based payments
-
-
7,761
7,270
2024
2023
The average weekly numbers of employees of the Group during the year were as follows:
Production
200
209
Administration
16
15
216
224
30. CAPITAL COMMITMENTS
2024
£’000
2023
£’000
Commitments for capital expenditure approved and contracted for at the year end
-
-
107
Bisichi PLC
Financial statements
Notes to the financial statements
31. LEASE LIABILITIES AND FUTURE PROPERTY LEASE RENTALS
The lease liabilities are secured by the related underlying assets. The undiscounted maturity analysis of lease payments at
31 December 2024 is as follows:
Mining
Equipment &
Development
costs
£’000
Motor
Vehicles
£’000
Head
Lease
Property
£’000
2024
£’000
2023
£’000
Within one year
46
27
13
86
62
Second to fifth year
125
23
51
199
188
After five years
-
-
1,531
1,531
1,573
171
50
1,595
1,816
1,824
Discounting adjustment
(22)
(3)
(1,389)
(1,414)
(1,451)
Present value
149
47
206
402
373
The present value of minimum lease payments at 31 December 2024 is as follows:
Mining
Equipment &
Development
costs
£’000
Motor
Vehicles
£’000
Head
Lease
Property
£’000
2024
£’000
2023
£’000
Within one year (Note 19)
36
25
13
74
54
Second to fifth year
113
22
41
176
157
After five years
-
-
152
152
163
Present value
149
47
206
402
373
With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a
right-of-use asset and a lease liability. The Group classifies its right-of-use assets in a consistent manner to its property, plant and
equipment. Lease liabilities due within one year are classified within trade and other payables in the balance sheet.
The Group has one lease for mining equipment in South Africa and two leases for motor vehicles in the United Kingdom. Both leases
have terms of less than 5 years are either non-cancellable or may only be cancelled by incurring a substantive termination fee. Lease
payments for mining equipment are subject to changes in consumer price inflation in South Africa.
The Group has one lease contract for an investment property. The remaining term for the leased investment property is 124 years (2023:
125 years). The annual rent payable is the higher of £7,500 or 6.25% of the revenue derived from the leased assets.
The Group has entered into rental leases on its investment property portfolio consisting mainly of commercial properties. These leases
have terms of between 1 and 103 years. All leases include a clause to enable upward revision of the rental charge on an annual basis
according to prevailing market conditions.
108 Bisichi PLC
Financial statements
Notes to the financial statements
31. LEASE LIABILITIES AND FUTURE PROPERTY LEASE RENTALS CONTINUED
The future aggregate minimum rentals receivable under non-cancellable operating leases are as follows:
2024
£’000
2023
£’000
Within one year
968
959
Second year
864
854
Third year
766
756
Fourth year
683
674
Fifth year
633
624
After five years
9,383
9,327
13,297
13,194
32. CONTINGENT LIABILITIES AND POST BALANCE SHEET EVENTS
Bank Guarantees
Bank guarantees have been issued by the bankers of Black Wattle Colliery (Pty) Limited on behalf of the company to third parties.
The guarantees are secured against the assets of the company and have been issued in respect of the following:
2024
£’000
2023
£’000
Rail siding
42
43
Rehabilitation of mining land
1,590
1,614
Water & electricity
41
41
Contingent tax liability
The interpretation of laws and regulations in South Africa where the Group operates can be complex and can lead to challenges from or
disputes with regulatory authorities. Such situations often take significant time to resolve. Where there is a dispute and where a reliable
estimate of the potential liability cannot be made, or where the Group, based on legal advice, considers that it is improbable that there
will be an outflow of economic resources, no provision is recognised.
Black Wattle Colliery (Pty) Ltd is currently involved in a tax dispute in South Africa related to VAT. The dispute arose during the year
ended 31 December 2020 and is related to events which occurred prior to the years ended 31 December 2020. As at 28 April 2025, the
Group has been advised that it has a strong legal case, that it has complied fully with the legislation and, therefore, no economic outflow
is expected to occur. Because of the nature and complexity of the dispute, the possible financial effect of a negative decision cannot be
measured reliably. Accordingly, no provision has been booked at the year end. At this stage, the Group believes that the dispute will be
resolved in its favour.
109
Bisichi PLC
Financial statements
Notes
2024
£’000
2023
£’000
Fixed assets
Tangible assets
35
113
99
Investment in joint ventures
36
664
665
Other investments
36
20,695
20,614
21,472
21,378
Current assets
Debtors – amounts due within one year
37
3,578
3,820
Debtors – amounts due in more than one year
37
1,690
1,280
Bank balances
191
1,651
5,459
6,751
Creditors – amounts falling due within one year
38
(1,552)
(782)
Net current assets
3,907
5,969
Total assets less current liabilities
25,379
27,347
Creditors – amounts falling in more than one year
38
(22)
-
Net assets
25,357
27,347
Capital and reserves
Called up share capital
24
1,068
1,068
Share premium account
258
258
Other reserves
1,027
1,027
Retained earnings
33
23,004
24,994
Shareholders’ funds
25,357
27,347
The loss for the financial year, before dividends payable, was £1,243,000 (2023: loss of £78,000)
The company financial statements were approved and authorised for issue by the board of directors on 28 April 2025 and signed on its
behalf by:
A R Heller
Director
G J Casey
Director
Company Registration No. 00112155
Company balance sheet
at 31 December 2024
110 Bisichi PLC
Financial statements
Company statement of changes in equity
for the year ended 31 December 2024
Share
capital
£’000
Share
premium
£’000
Other
reserve
£’000
Retained
earnings
£’000
Shareholders
funds
£’000
Balance at 1 January 2023
1,068
258
1,027
26,674
29,027
Dividends paid
-
-
-
(1,602)
(1,602)
Profit and total comprehensive income for the year
-
-
-
(78)
(78)
Balance at 1 January 2024
1,068
258
1,027
24,994
27,347
Dividends paid
-
-
-
(747)
(747)
Profit and total comprehensive income for the year
-
-
-
(1,243)
(1,243)
Balance at 31 December 2024
1,068
258
1,027
23,004
25,357
111
Bisichi PLC
Financial statements
Notes to the financial statements
for the year ended 31 December 2024
Company accounting policies for
the year ended 31 December 2024
The following are the main accounting
policies of the company:
Basis of preparation
The financial statements have been prepared
in compliance with the UK Companies Act
2006 and in accordance with Financial
Reporting Standard 100 Application of
Financial Reporting Requirements and the
Financial Reporting Standard 101 Reduced
Disclosure Framework. The principal
accounting policies adopted in the
preparation of the financial statements are
set out below.
The financial statements have been prepared
on a historical cost basis, except for the
revaluation of leasehold property and
certain financial instruments.
Going concern
Details on the Group’s adoption of the going
concern basis of accounting in preparing
the annual financial statements can be
found on page 71.
Disclosure exemptions adopted
In preparing these financial statements
the company has taken advantage of all
disclosure exemptions conferred by FRS
101 as well as disclosure exemptions
conferred by IFRS 2, 7, 13 and 16.
Therefore these financial statements do
not include:
• certain comparative information as
otherwise required by IFRS;
• certain disclosures regarding the
company’s capital;
• a statement of cash flows;
• the effect of future accounting standards
not yet adopted;
• the disclosure of the remuneration of key
management personnel; and
• disclosure of related party transactions
with the company’s wholly owned
subsidiaries.
In addition, and in accordance with FRS
101, further disclosure exemptions have
been adopted because equivalent
disclosures are included in the company’s
Consolidated Financial Statements.
Dividends received
Dividends are credited to the profit and loss
account when received.
Depreciation
Provision for depreciation on tangible fixed
assets is made in equal annual instalments
to write each item off over its useful life. The
rates generally used are:
Office equipment
10 – 33 percent
Motor Vehicles
33 percent
Joint ventures
Investments in joint ventures, being those
entities over whose activities the Group has
joint control as established by contractual
agreement, are included at cost, less
impairment.
Other Investments
Investments of the company in subsidiaries
are stated in the balance sheet as fixed
assets at cost less provisions for impairment.
Other investments comprising of shares in
listed companies are classified at fair value
through profit and loss.
Foreign currencies
Monetary assets and liabilities expressed in
foreign currencies have been translated at
the rates of exchange ruling at the balance
sheet date. All exchange differences are
taken to the profit and loss account.
Financial instruments
Details on the Group’s accounting policy
for financial instruments can be found on
page 77.
Deferred taxation
Details on the Group’s accounting policy for
deferred taxation can be found on page 78.
Leased assets and liabilities
Details on the Group’s accounting policy for
leased assets and liabilities can be found
on page 78.
Pensions
Details on the Group’s accounting policy for
pensions can be found on page 77.
Share based remuneration
Details on the Group’s accounting policy for
share based remuneration can be found on
page 77. Details of the share options in
issue are disclosed in the directors’
remuneration report on page 43 under the
heading share option schemes which is
within the audited part of this report.
112 Bisichi PLC
Financial statements
Notes to the financial statements
33. PROFIT & LOSS ACCOUNT
A separate profit and loss account for Bisichi PLC has not been presented as permitted by Section 408(2) of the Companies Act 2006.
The loss for the financial year, before dividends paid, was £1,243,000 (2023: loss: £78,000)
Details of share capital are set out in note 24 of the Group financial statements and details of the share options are shown in the
Directors’ Remuneration Report on page 43 under the heading Share option schemes which is within the audited part of this report
and note 26 of the Group financial statements.
34. DIVIDENDS
Details on dividends can be found in note 9 in the Group financial statements.
35. TANGIBLE FIXED ASSETS
Leasehold
Property
£’000
Motor
Vehicles
£’000
Office
equipment
£’000
Total
£’000
Cost at 1 January 2024
45
131
52
228
Additions
-
72
-
72
Disposals
-
(69)
-
(69)
Cost at 31 December 2024
45
134
52
231
Accumulated depreciation at 1 January 2024
-
100
29
129
Depreciation charge for the year
-
43
15
58
Disposal
-
(69)
-
(69)
Accumulated depreciation at 31 December 2024
-
74
44
118
Net book value at 31 December 2024
45
60
8
113
Net book value at 31 December 2023
45
31
23
99
Leasehold property consists of a single unit with a long leasehold tenant. The term remaining on the lease is 36 years. Included in Motor
Vehicles is right-of-use assets with a net book value of £46,000.
36. INVESTMENTS
Joint
ventures
shares
£’000
Shares in
subsidiaries
£’000
Other
investments
£’000
Total Other
Investments
£’000
Net book value at 1 January 2024
665
6,356
14,258
20,614
Invested during the year
-
-
5,143
5,143
Repayment
-
-
(5,236)
(5,236)
Impairment
(1)
-
-
-
Gain in investments
-
-
174
174
Net book value at 31 December 2024
664
6,356
14,339
20,695
Investments in subsidiaries are detailed in note 15. In the opinion of the directors the aggregate value of the investment in subsidiaries
is not less than the amount shown in these financial statements.
Other investments comprise of £12,888,000 (2023: £14,258,000) shares in listed companies and £1,451,000 in other investments
(2023: £nil).
113
Bisichi PLC
37. DEBTORS
2024
£’000
2023
£’000
Amounts due within one year:
Amounts due from subsidiary undertakings
1,319
1,664
Other debtors
158
188
Joint venture
2,020
1,844
Prepayments and accrued income
81
124
3,578
3,820
Amounts due in more than one year:
Deferred taxation
1,690
1,280
1,690
1,280
Amounts due within one year are held at amortised cost. The Group applies a simplified approach to measure the loss allowance for
trade receivables using the lifetime expected loss provision. The Group applies a general approach on all other receivables. The general
approach recognises lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition.
The company has reviewed and assessed the underlying performance and resources of its counterparties including its subsidiary
undertakings and joint ventures.
38. CREDITORS
2024
£’000
2023
£’000
Amounts falling due within one year:
Amounts due to subsidiary undertakings
443
63
Joint venture
-
33
Other taxation and social security
91
76
Other creditors
148
104
Lease Liabilities
25
9
Accruals and deferred income
845
497
1,552
782
Amounts falling due in more than one year:
Lease Liabilities
22
-
Lease liabilities comprise of leases on Motor vehicles with remaining leases of less than 1 year. With the exception of short-term leases and
leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability.
39. POST BALANCE SHEET EVENTS
There have been no significant events affecting the Company since the year end.
Financial statements
Notes to the financial statements
www.bisichi.co.uk
Bisichi PLC
2nd floor,
12 Little Portland Street,
London W1W 8BJ
email: admin@bisichi.co.uk