Bisichi Plc - Annual Financial Report

BISICHI PLC

 

Results for the year ended 31 December 2024

 

Summary:

 

 

 

Directors propose a total year-end dividend per share of 4p (2023: 4p). This takes the total dividends per share for the year to 7p (2023: 7p).

 

  

Executive Chairman, Andrew Heller, comments:

 

“The higher earnings for the Group in 2024 are mainly attributable to the significant improvement in mining production and lower mining costs at our South African coal mining asset, Black Wattle Colliery. Looking ahead to 2025, we remain optimistic about the continued benefits from Black Wattle’s enhanced production. However, we are mindful of the current coal market volatility with lower seaborne coal prices impacting coal revenue in 2025 to date. With such uncertainty we are approaching this year with caution but remain confident in the long-term value of our South African operations. 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”

 

For further information, please call:

 

Andrew Heller or Garrett Casey, Bisichi PLC 020 7415 5030

 

Bisichi PLC Annual Report 2024

Company Registration No. 00112155

 

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.

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).

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 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

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:

Acquisition & investment

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.

Production & sustainability

The Group strives to mine its remaining South African coal reserves in an economical and sustainable manner that delivers value to all our stakeholders.

Processing & marketing

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.

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.

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.

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.

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.
• 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.

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:

 

The above data has been collected through self-reporting by the Board members. Questions asked include gender identity or sex and ethnic background.

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.
• 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.

 

 

 

 

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).

 

Principal risks & uncertainties

 

 

 

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.

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

 

 

 

 

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:

 

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.

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:

 

 

 

 

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.

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.

Cashflow

The following table summarises the main components of the consolidated cashflow for the year:

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.

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

Governance

Management team

* 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.

Other directors and advisors

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.

Website: https://www.mpms.mufg.com/

Email: shareholderenquiries@cm.mpms.mufg.com

*     Member of the nomination committee

O    Member of the audit & remuneration committee

+    Senior Independent Director, Member of the audit, nomination and remuneration committees.

 

Five year summary

 

Financial calendar

 

Directors’ report

The directors submit their report together with the audited financial statements for the year ended 31 December 2024.

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

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.

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:

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.

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.
• 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:

• a 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.

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.

Board and board committee meetings

The number of meetings during 2024 and attendance at regular Board meetings and Board committees was as follows:

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.

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).

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

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.

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

Annual remuneration report

The following information has been audited:

Single total figure of remuneration for the year ended 31 December 2024:

*Members of the remuneration committee for the year ended 31 December 2024

Single total figure of remuneration for the year ended 31 December 2023:

*Members of the remuneration committee for the year ended 31 December 2023

 

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.

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.

*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.

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:

There are no requirements or guidelines for any director to own shares in the Company.

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.

1Bisichi PLC does not have a Chief Executive so the table includes the equivalent information for the Managing Director.

2The 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.

Percentage change in remuneration

The table below represents the change in remuneration of the directors in comparison to employees of the company:

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:

The distribution to shareholders in the current year is subject to shareholder approval at the next Annual General Meeting.

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.

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:

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.

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.

 

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.

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.

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.

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

Valuers’ certificates

To the directors of Bisichi PLC

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:

 

Directors’ responsibilities statement

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors 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.

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.

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:

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).

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:

 

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.

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.

 

 

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.

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.

 

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.

 

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

Consolidated income statement

for the year ended 31 December 2024

 

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 statement of other comprehensive income

for the year ended 31 December 2024

 

 

Consolidated balance sheet

at 31 December 2024

 

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  G J Casey  Company Registration No. 00112155
Director    Director

 

Consolidated statement of changes in shareholders’ equity

for the year ended 31 December 2024

 

 

Consolidated cash flow statement

for the year ended 31 December 2024

 

Group accounting policies

for the year ended 31 December 2024

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.

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:

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:

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.

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.

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.

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.

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:

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.

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.

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.

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.

Notes to the financial statements

for the year ended 31 December 2024

1. SEGMENTAL REPORTING

 

 

 

 

 

2. REVENUE

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

Operating costs above include depreciation of £4,044,000 (2023: £1,493,000).

 

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:

 

5. PROFIT BEFORE TAXATION

Profit before taxation is arrived at after charging:

 

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

 

8. TAXATION

(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:

(c) Analysis of United Kingdom and overseas tax:

United Kingdom tax included in above:

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.

 

9. SHAREHOLDER DIVIDENDS

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

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.

Freehold and Long Leasehold properties were externally professionally valued at 31 December on an open market basis by:

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

The inter-relationship between key unobservable inputs and the Groups’ properties is detailed in the table below:

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:

 

12. MINING RESERVES, PLANT AND EQUIPMENT

Included in the above line items are right-of-use assets over the following:

 

13. INVESTMENTS HELD AS NON-CURRENT ASSETS

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:

Dividend income from investments held as non-current assets was £308,000 (2023: £501,000) for the year.

 

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.

15. SUBSIDIARY COMPANIES

The company owns the following ordinary share capital of the subsidiaries which are included within the consolidated financial statements:

Details on the non-controlling interest in subsidiaries are shown under note 27.

 

16. INVENTORIES

The amount of inventories recognised as an expense during the period was £27,194,000 (2023: £35,808,000).

 

17. TRADE AND OTHER RECEIVABLES

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.

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:

 

18. INVESTMENTS IN LISTED SECURITIES HELD AT FVPL

 

Dividend income from investments in listed securities held at FVPL was £29,000 (2023: £54,000) for the year.

19. TRADE AND OTHER PAYABLES

 

20. FINANCIAL LIABILITIES – BORROWINGS

 

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.

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:

 

Analysis of the changes in liabilities arising from financing activities:

 

21. PROVISION FOR REHABILITATION

 

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:

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.

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:

The following table sets out the maturity profile of contractual undiscounted cash flows of financial liabilities as at 31 December maturing within one year:

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.

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.

The table below shows the currency profiles of cash and cash equivalents:

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:

 

 

23. DEFERRED TAXATION ASSETS/(LIABILITIES)

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

Allotted and fully paid:

 

25. OTHER RESERVES

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:

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%

 

27. NON-CONTROLLING INTEREST

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.

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.

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

(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.

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

 

30. CAPITAL COMMITMENTS

 

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:

The present value of minimum lease payments at 31 December 2024 is as follows:

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.

The future aggregate minimum rentals receivable under non-cancellable operating leases are as follows:

 

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:

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.

Company balance sheet

at 31 December 2024

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 G J Casey  Company Registration No. 00112155
Director  Director

 

Company statement of changes in equity

for the year ended 31 December 2024

 

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.

 

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 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

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).

37. DEBTORS

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

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.