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Bisichi PLC Annual Report 2022
A tribute to
Sir Michael Heller Kt MA
Chairman 1981-2023
It was with great sadness that the Board of Bisichi announced
the death of its Chairman, Sir Michael Heller Kt MA (1936-2023)
on the 30th January 2023.

but became a businessman and philanthropist of considerable
stature, whose achievements were recognised with a knighthood
in 2013. Instrumental in the development of several companies,
including Bisichi, Sir Michael’s focussed direction and decision
making, wise advice and moral compass, were pivotal to the
Company’s success and will be sorely missed. Meticulously

had regular income, was the cornerstone of Sir Michael’s
business strategy. To a very great degree, this explains why
Bisichi has performed so well when so many of its peers no
longer exist.
Fortunately, despite being unwell and in hospital, Sir Michael
was able to appreciate the Company’s success in 2022. In his
typically humorous fashion, he took enormous pleasure in
telling the nurses at his bedside how well the Company had
done. The greatest legacy that the Board can give him is to
continue the work that he so tirelessly put in to the development
of the Company, and to continue its growth. Thank you Sir
Michael for everything that you have done: the Company is
greatly indebted to you.
11Bisichi PLC
Strategic report
The Directors present

company for the year ending
31 December 2022. The aim

provide shareholders with
the ability to assess how the
Directors have performed
their duty to promote the
success of the company


Contents
STRATEGIC REPORT
2  
4 

5 
7 
19 
24 
GOVERNANCE
31 
32 
32 
33 
39 

40 
54 
56 
57 
58 
FINANCIAL STATEMENTS
68 
69 

70 
72 

73 
74 
82 
108 
109 
110 
2 Bisichi PLC

During the year, a disconnect in global
energy markets contributed to an
increase in the weekly Free on Board

Terminal (API4 price) from $125 per
metric tonne at the end of 2021 to a peak
of over $360 in August. Overall, the API4
price averaged $273 in 2022 compared
to $125 in 2021. The higher export prices
achievable for our coal along with higher
domestic prices, particularly during the
second half of the year, contributed



even better if we had not encountered
constraints in transporting coal for export
on the South African rail network,
constraints which were beyond our
control. For this reason, exports during
the year decreased to 262,000 metric
tonnes compared to 320,000 metric
tonnes in 2021.

African coal mining operation, our
transition into new mining areas impacted
adversely our coal production, particularly

previously reported, the transition into the
new mining areas was completed in July
last year and in the second half of the
year Black Wattle achieved improved
production of 0.52million metric tonnes
compared to 0.30million metric tonnes in

achieved production of 0.82million metric
tonnes in 2022 compared to 1.05million
metric tonnes in 2021. The increases in
our reserves, plant and equipment that
are evident on the balance sheet are
mainly attributable to the costs of
completing the development of the new
mining areas which will be mined
throughout 2023.
Despite the lower coal production from
Black Wattle, at Sisonke Coal Processing
we were able maintain the levels of coal

sold 1.29million metric tonnes compared
to 1.45million metric tonnes of coal in

£95.1million in revenue (2021:
£50.5million) with the higher prices
achievable for our coal offsetting the
lower quantity of coal sold.
Looking forward into 2023, we have
already seen coal prices in the export
market come back down to similar levels
last seen at the beginning of 2022. With
the outlook for global energy demand
less certain, your management will be
focussing on improving production levels
at Black Wattle and keeping operating
costs low. We continue to mitigate the
uncertainties in transporting coal for
export on the South African rail network

the domestic market.
We are pleased to include in our annual
report this year our new climate change

that climate change represents one of the

world today and supports the goals of the
Paris Agreement and the UN Framework
Convention on Climate Change. The

committed to, diversifying its future
business activities into areas outside of

alternative independent mining and
renewable energy related opportunities,
as well as new opportunities to add to our
existing UK property and listed equity
investment portfolios. In the interim, we
continue to work closely with Vunani
Mining, our BEE partner in Black Wattle
and Sisonke Coal processing, in being
responsible stewards of our legacy coal
operations taking into account the
climate-related risks outlined in our
climate report and the impact these risks
may have on all our stakeholders.
Chairman’s Statement
I am very pleased to report to shareholders that for the year ended 31 December 2022,






markets.
Strategic Report
33
33Bisichi PLC

In the UK, we have seen rental revenue
from our retail property portfolio remain

from our directly owned property
portfolio of £1.11million (2021:

continues to hold its joint venture
development investment in West Ealing,
with London & Associated Properties



As previously announced, we are pleased
to welcome John Heller to the Board of
Bisichi PLC as a non-executive director.
The appointment took effect on the 29
March 2023. John is the Chairman and
Managing Director of London &
Associated Properties PLC which holds a
41.6% stake in Bisichi and a Director of
Intu Debenture PLC. John’s valuable
experience in property investment and
management, makes him an excellent
addition to the Board. John’s knowledge

strategy of growing the company’s
existing and future spread of business
interests and investments, and will help
to offset the loss of our late Chairman, Sir
Michael Heller.
Finally, in light of the strong results achieved
for the year and the performance of our
South African operations, the Directors
propose a total year-end dividend per

dividend of 4p (2021: 4p) and a special

special dividends proposed will be
payable on Friday 28 July 2023 to
shareholders registered at the close of
business on 7 July 2023. This takes the
total dividends per share for the year to
22p (2021: 6p).
On behalf of the Board, our late Chairman,
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


26 April 2023
4 Bisichi PLC

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.
deliver long term sustainable value to all our stakeholders through our business model

1 2 3
Acquisition &
investment
Production &
sustainability
Processing &
marketing


































55Bisichi PLC

Mining review
Despite mining and logistical challenges, 2022 was an unprecedented year in terms
of performance for our South African coal mining and processing operations. Higher

in the coal market going into 2023, management will be focussing on improving
production levels and keeping operating costs low.
Production and operations
The transition to new mining areas at
Black Wattle, our South African mining
operation, impacted production in 2022,

the year, the mine achieved production of
0.82million metric tonnes compared to
1.05million metric tonnes in 2021. Looking
forward, both our mining contractors have
fully transitioned into the new mining area
where mining conditions are expected to
improve steadily over the course of 2023.
In addition, management will be focussing
on keeping operating costs low in light of

to impact our operations during the
course of 2022.
We continue to work closely with Vunani
Mining, our BEE partner in Black Wattle
and Sisonke Coal processing, in being
responsible stewards of our legacy coal
operations, which have a life of mine of
seven years, taking into account the
climate related risks outlined in our
climate report on page 11 and the impact
these risks may have on all our
stakeholders.
Main trends/markets
The disconnect in global energy markets

demand and prices achievable for our
coal over the year. In the international
market the average weekly price of Free

Coal Terminal (API4 price) averaged $273
in 2022 compared to $125 in 2021.
The higher prices, along with a stronger
US Dollar compared to the South African


of export coal sold from the mine in 2022


Terminal, primarily under the Quattro
programme which allows junior black-
economic empowerment coal producers
direct access to the coal export market
via the terminal. During the second half of
the year exports were limited by
constraints in transporting coal for export
on the South African rail network, exports
volumes from our South African
operations decreased during the year to
262,000 metric tonnes compared to
320,000 metric tonnes in 2021.
In light of the export constraints, the

its coal to the South African domestic
market in 2022. The strong demand in the
international market contributed to higher
domestic prices achievable for our coal,
particularly in the second half of the year.



Domestic sales volumes from our South
African operations decreased slightly
during the year to 1.03million metric
tonnes (2021: 1.13million metric tonnes)
mainly due to a build of coal stocks at
year end.



higher coal prices contributed to the

offsetting lower sales volumes.

quarter we have seen API4 prices average
$145 and uncertainties remain,
particularly with regard to the outlook for
the international coal price as well as the
impact of continued constraints in
transporting coal for export on the South
African rail network. In light of this,
management will be focussing in 2023 on
improving production levels, maintaining a

operating costs low.
6 Bisichi PLC
Principal activity, strategy & business model
Sustainable development

continue to strive to conduct business in a
safe, environmentally and socially
responsible manner. Some highlights of
our Health, Safety and Environment
performance in 2022:
• • 
recorded 2 Lost time Injuries during
2022 (2021: Two).
• • No cases of Occupational Diseases
were recorded.
• • Zero 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

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 continue to adhere and make
progress in terms of our Social and
Labour Plan and our various BEE initiatives.
A fuller explanation of these can be found



its various employee and community
related bursary and training initiatives.
One of the key highlights for the year was
the successful completion by Takalani
Sandani, Mine Manager of Black Colliery,
in his bursary studies. On behalf of the

in obtaining his Masters of Business


University of Pretoria.
Takalani Sandani
at his Graduation
Prospects
Management would like to thank all our
South African employees and



management are optimistic that 2023 will
be another successful year for our South
African operations.
77Bisichi PLC

Social, community and


shareholders’ interests to consider social
and human rights issues when
conducting business activities both in the
UK and South Africa. Various policies and

fall within these areas are discussed
within this report.
Health, Safety & Environment
(HSE)

safe and healthy working environment for
its employees and the health and safety
of our employees is of the utmost
importance.
HSE performance in 2022:
• • No cases of Occupational Diseases
were recorded.
• • Zero claims for the Compensation for
Occupational Diseases were submitted.
• • No machines operating at Black Wattle
exceeded the regulatory noise level.
• • 
recorded 2 Lost time Injuries during
2022.
In addition to the required personnel
appointments and assignment of direct
health and safety responsibilities on the


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

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:
• • 
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

areas in their fundamental skills in
order to receive appropriate training.
• • A Job Safety Analysis form is utilised to

hazards in the workplace.
• • In order to capture and record

incident recording sheet is utilised by
line management and contractors.
• • Black Wattle Colliery utilises ICAM
(Incident Cause Analysis Method).
• • 
conducted with all employees involved
with this discipline.

to all of the South African government’s
Covid-19 related guidelines and regulations
including all updates and advice from the
National Department of Health, the


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, Empowerment and
Progression Programmes.
• • Surrounding and labour sending
communities, through Local Economic

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.
Sustainable development

South African operations and delivering long term value to all our stakeholders.
8 Bisichi PLC
• • 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,
projects, targets and budgets were
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).
• • The STLM is still in the process of

Economic Development (LED) Plan.

will select projects from the 2022-2027
STLM LED plan for the inclusion in its
2022-2027 SLP. The Black Wattle
Colliery SLP will thereafter be
submitted to the department of Mineral

•• The building of the new school hall at
the Phumelele Secondary School in the

• • Various upgrades were initiated at the
Evergreen School nearby to Black
Wattle.
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, the
making, bagging and sales of charcoal.
• • Certain community members have


These areas include but are not limited
to conveyor maintenance, operation of
mining machinery and training in
environmental waste management.
• • An interlocking block manufacturing
operation will be started during 2023,
making interlocking blocks for building
homes
• • One HDSA Male completed his
University studies in the 2022
academic year.
• • Two HDSA females completed their
University studies in the 2022
academic year.
• • Two local community HDSA members
were enrolled for the new academic
year.
Environment & environment
management programme
South Africa
Under the terms of the mine’s
Environmental Management Programme
approved by the Department of Mineral

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

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



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


African operations has implemented a
BBBEE-focussed procurement policy
which strongly encourages our suppliers
to establish and maintain BBBEE
credentials. At present, BBBEE
companies provide approximately 90
percent of Black Wattle’s equipment and
services.
Sustainable development
99Bisichi PLC
Sustainable development
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

reach various levels of compliance to the


committed to providing adequate
resources to this area in order to ensure
full compliance to the New Mining Charter
is achieved over the transitional 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

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 2022 comprised of:
Number
of board
members
Percentage
of the board
Number
of senior
positions on
the board
Number in
executive
management
Percentage
of Executive
management
Men 7 100% 3 4 100%
Women 0 0% 0 0 0%
 0 0% 0 0 0%
Number
of board
members
Percentage
of the board
Number
of senior
positions on
the board
Number in
executive
management
Percentage
of Executive
management
White British or other White (including minority white
groups)
6 86% 3 4 100%
 0 0% 0 0 0%
 1 14% 0 0 0%
 0 0% 0 0 0%
Other ethnic group, including Arab 0 0% 0 0 0%
The above data has been collected through self-reporting by the Board members. Questions asked include gender identity or sex
and ethnic background.
10 Bisichi PLC
Sustainable development
At 31 December 2022 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

improving upon its gender and diversity
targets at all employment levels within the


employees and targeted recruitment

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.
• • 94 percent of the women at Black
Wattle Colliery are HDSA females.
In terms of directors, employees and
gender representation, at the year end

from a minority ethnic or HDSA
Background, 1 female from a minority
ethnic or HDSA Background), 6 senior
managers (5 male and 2 from a minority
ethnic or HDSA Background, 1 female
from a minority ethnic or HDSA
Background) and 228 employees (158
male and 134 from a minority ethnic or
HDSA Background, 70 female and 66
from a minority ethnic or HDSA
Background).
Black Wattle Colliery has successfully
submitted their annual Employment

Labour. In terms of staff training some
highlights for 2022 were:
• • 1 employee was trained in ABET (Adult
Basic Educational Training) on various
levels;
• • An additional 8 disabled HDSA women
continued their training on ABET levels
one to four.
• • Four HDSA persons were enrolled for
apprenticeships in 2022; these are
categorised as follows:
~ One HDSA female employee was
enrolled for her apprenticeship.
~ Two HDSA females and one HDSA
male from the local community were
enrolled for their apprenticeships.
• • 
one HDSA Male completed his bursary
studies in 2022, while two HDSA
females continued their bursary studies
in 2022.
• • Two HDSA females were allocated new
Bursaries for 2022.
Highlights for 2022 for Sisonke Coal
Processing:
• • One employee was trained in ABET
(Adult Basic Educational Training) on
various levels
Employment terms and conditions for our

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

and coal washing plant facility are labour
intensive and unionised. During the year
no labour disputes, strikes or wage
negotiations disrupted production or had


representatives and labour related unions
continue to remain strong.
Anti-slavery and human


of the use of forced labour and has a zero


initiatives in this area can be found within



Climate Change reporting

change represents one of the most

today and supports the goals of the Paris
Agreement and the UN Framework
Convention on Climate Change.
Our aim is to:
• • minimize 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.
1111Bisichi PLC



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

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

Climate-related Disclosure’s framework
for communicating climate related


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.

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.

its climate disclosures in this Strategic


recommendations and the 11
recommended disclosures as outlined

published a report in line with the TCFD

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


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.
TCFD PILLAR
TCFD
RECOMMENDED
DISCLOSURE BISICHI PLC
Governance Board’s oversight
of climate risk and
opportunities.

approach to climate risk and opportunities.

regular board meetings and at other appropriate points during the year.
The Board has developed and implemented a Climate Change Policy and monitor the
content, effectiveness and implementation of this Policy on a regular basis.

co.uk.
Short, medium and long term strategic decisions, including those on capital allocation

recommendations to the Board. Climate related issues and policy are included as

management recommendation and in the Board’s consideration of the relevant issue.

management process and reporting thereof to the Board and Audit Committee.

environmental obligations and seeks to ensure high standards of business conduct in

basis, and report on its performance on a yearly basis.
12 Bisichi PLC

TCFD PILLAR
TCFD
RECOMMENDED
DISCLOSURE BISICHI PLC
Governance Management’s role
in assessing and
managing climate-
related risks and
opportunities.



and any related individual site-level policies and practices.
At our South African operations, management have commenced engagement with key
stakeholders in order to ensure awareness of our climate change policy as well as the
potential impact of climate change on our environment and operations. We continue

looking for opportunities to partner with our stakeholders to drive the uptake of carbon
neutral solutions.

advice from third party consultants on the impact in the short, medium and long term
of the decision, and ensure that such information is fully considered as part of the
evaluation of the relevant matter.
Strategy Climate-related
risks and
opportunities the

over the short,
medium, and long
run.

short to medium term horizon. Within this horizon, climate change transition risks may impact

•• coal price and demand volatility;
•• 
•• delays or restrictions to regulatory approvals;
•• early retirement of our coal processing and mining operations; and
•• Carbon pricing and taxes, that may create additional costs through the value chain.


risks of variations in climate over the current life of mine of our South African operations to


1313Bisichi PLC

TCFD PILLAR
TCFD
RECOMMENDED
DISCLOSURE BISICHI PLC
In a longer term horizon, and in a scenario where the useful life of our South African
operations is extended, the above short to medium term transitional risks are expected to
continue to apply. In addition, in a scenario, such as the International Energy Association’s

implemented that support a transformation to net zero emissions by 2050 and limiting
the rise of global temperatures to 1.5°C by the end of the century, policies will lead

carrying value and long term viability of our South African coal operations as well as the
stakeholders and communities reliant on our operations. Extreme weather events, over


and revenues of our mining and processing operations, supply chains and impact the
communities living close to our operations.
Clean coal research and technology initiatives such as carbon capture may result in
opportunities to increase the useful life of our South African coal mining and processing

to diversify its business activities and equity investment portfolio into renewable and

energy system

been associated with our South African coal mining and processing operations, namely
due to fuel combustion and electricity usage. Improvements in the cost competitiveness
of lower emission sources of energy provide opportunities to lower overall operating



•• 
and
•• Short-term transition risk from emerging regulation related to energy performance

14 Bisichi PLC

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Strategy Impact of climate-
related risks and
opportunities
on businesses,
strategy, and

Management have incorporated and regularly review the following strategies and
procedures in relation to it South African coal operations:
•• 

•• 
•• 
and climate change regulation including mining regulation, energy procurement and
licensing, and carbon taxing;
•• 
changes to availability and cost of services;
•• 
regulatory initiatives; and
•• 
and other stakeholders on climate change-related challenges.

usage at our coal washing plant. Management are currently in the process of evaluating

viability and long term sustainability of the projects.

•• Minimising land clearance for new project facilities;
•• Adoption of mitigation strategies for preserving integrity of environment;
•• Minimising tree felling;
•• 
•• 
mining contractors, suppliers and equipment. Particular consideration will be given to the




•• Scheduling of excavation and haulage activities to optimise activities and avoid double
handling, where this is operationally practical; and
•• 
and reduce CO
2
emissions compared to machinery that has been removed.

Potential water scarcity has increased management focus on opportunities to increase


other work concluded or planned on our water recycling systems at our coal processing
facility will result in a lowering of our overall cost of water and the environmental footprint

new opencast mining areas that have been opened.
1515Bisichi PLC

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Transition and physical risks related to climate change are regularly discussed at Board

coal operations and the future allocation of capital. The Board regularly considers the
need for coal as an energy source both globally and in South Africa over the life of mine
of our operations and in its long term planning. The Board is committed to responsible
stewardship of our legacy South African coal assets taking into account the impact
climate change related risks may have on all our local stakeholders. We recognise the
need to collaborate with government, employees and communities, to ensure a just
transition for our stakeholders through the transition to a low carbon economy.
The Board regularly evaluates and continues to seek opportunities to diversify its
business activities and equity investment portfolio, particularly into renewable and


be reported to shareholders in due course.


regulatory standards into its decision making process.
Strategy 
strategy, taking
into consideration
different climate-
related scenarios,
including a 2°C or
lower scenario.
Management have incorporated climate scenarios into our strategic operational
planning and review process. We have assessed the resilience of our coal operations
compared to the IEA’s NZE2050 Scenario, which sets out what additional measures
would be required over the next ten years to put the world as a whole on track for

decline over the longer term impacting the potential commercial longevity of the


Change Knowledge Portal. The outcomes of scenario testing and physical climate


Over the short to medium term, considering the potential impact of transitional climate

is regularly scrutinised by senior management and the Board in regard to any changes
in coal demand outlook and climate regulatory policy that may impact our operations
over the current life of mine. A recent example being the Just Energy Transition

The Board encourages senior and local management to assess principal and emerging


16 Bisichi PLC

TCFD PILLAR
TCFD
RECOMMENDED
DISCLOSURE BISICHI PLC
Risk Management Processes for
identifying and
assessing climate
related risks.

by the Board, who retain ultimate responsibility for them.

change impacts are mainly considered from two environmental perspectives, the
impact of our South African coal mining and processing operations on the climate
and the effect of global climate change on our operations and stakeholders.


The Board and Senior management remain in regular communication with local
regulatory bodies, climate research providers, coal market analysts, suppliers, and
services providers to ensure climate related risks and changes in regulatory policy

South Africa are encouraged by the Board to identify local climate related risks and
changes in regulatory policy that may impact our South African coal operations.
Management continually engage with governments and local communities and other
stakeholders on climate change-related challenges impacting the local area and the
South African coal industry at large.
Risk Management Processes for
managing climate-
related risks.

of the effects of climate change on our business. The Board regularly discusses


Board regularly reviews and analyses coal market and outlook research, particularly
in relation to targets set out in local climate policy such as JET IP and global climate
scenarios such as NZE 2050.

integrated into our corporate policy, project and procurement evaluation criteria at
our South African operations to ensure it is consistently applied and managed.

environmental matters, including the location of CO2 emissions, their levels and intensity.


future strategy and operations.
Risk Management Processes for
identifying,
assessing, and
managing climate-
related risks are
integrated into
the overall risk
management.

are to be reported to and discussed at Board level and incorporated into the strategy,

Where possible, plans to mitigate the effect of climate change on our operations
and our local communities will be integrated into the mines regulatory environmental
management and social and labour plans.
1717Bisichi PLC

TCFD PILLAR
TCFD
RECOMMENDED
DISCLOSURE BISICHI PLC
Metrics and Targets Metrics used

assess climate
related risks and
opportunities in line
with its strategy and
risk management
process.

assets that are impacted by the climate related risks and opportunities outlined above
can be found on page 82.

constrained at present by the main segment of it business activities, being coal

appropriately target its emission reduction strategy to the elements of its operations
where a meaningful reduction in greenhouse gas emissions can be effected, and this


breakdown of UK and South African coal operations. See below for disclosure of
emissions during the year.
Metrics and Targets Scope 1, Scope 2
and, if appropriate,
Scope 3
greenhouse gas

and the related
risks.

gas emissions, see below for disclosure of emissions during the year.
Scope 3 emissions are not currently measured given the size and life of mine of


continue to assess the above approach as part of its continued review of compliance

future business activities.
Metrics and Targets Targets used by the

climate-related risks
and opportunities
and performance
against targets.

which has a current life of mine of 7 years.

can be further reduced, particularly scope 2 emissions related to the heavy sources

scope of further potential reductions, their time, capital cost and practicability of


to evaluate opportunities to diversify its business activities. In turn, targets related

planned operating activities.
18 Bisichi PLC

Green House Gas reporting


The data detailed in these tables represent emissions and energy use for which Bisichi Mining plc is responsible. To calculate our



Any estimates included in our totals are derived from actual data which have been extrapolated to cover the full reporting periods.

2
e).
The Group’s carbon footprint:
2022
CO
2
e
Tonnes
2021
CO
2
e
Tonnes
Emissions source:
Emissions from the combustion of fuel or the operation of any facility including fugitive emissions
from refrigerants use
39,564 41,960
Emissions resulting from the purchase of electricity, heat, steam or cooling by the company for its
own use (location based)
12,267 12,040
Total gross emissions 51,831 54,000
Of which:
UK 3 2
South Africa 51,828 53,998
Intensity:
Tonnes of CO
2
per £ sterling of revenue 0.0005 0.0011
Tonnes of CO
2
per tonne of coal produced 0.0629 0.0516
kWh kWh
Energy consumption used to calculate above emissions 87,292,816 83,079,614
Of which UK 12,341 10,186
1919Bisichi PLC

Principal risks & uncertainties
PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK
COAL PRICE AND VOLUME RISK

will be derived based on contracts or agreements with physical
off-take partners at prices that will be determined by reference
to market prices of coal at delivery date.


movements in both the export and domestic coal price.
The price of export sales is derived from a US Dollar-
denominated export coal price and therefore the price

movements in exchange rates and overall global demand and
supply. The volume of export sales achievable can be


The domestic market coal prices are denominated in South

and supply.
In the short term, disconnections in global energy markets and
global economic volatility may result in additional price volatility

both demand and supply.
Longer term both the demand and supply of coal in the
domestic and global market may be negatively impacted by
climate related risks such as regulatory changes related to
climate change and governmental CO
2
emission commitments.

production and processing costs to mitigate coal price volatility
as well as from time to time entering into forward sales contracts

has not entered into any such contracts in 2021 and 2022.

the ability to deliver the quality of coal required by each market
together with the market factors set out opposite. Volumes of
export sales achieved during the year were primarily dependent

required for export, obtaining adequate rail capacity and utilising
allowable export quotas under the Quattro programme. The
volume of domestic market sales achieved during the year were
primarily dependant on local demand and supply as well as the


on the above factors and evaluate alternative means to ensure
coal sales and prices achieved are optimised.

in global energy markets, economic volatility and climate change


change reporting on page 11.
MINING RISK
As with many mining operations, the reserve that is mined has
the risk of not having the qualities and accessibility expected
from geological and environmental analysis. This can have a
negative impact on revenue and earnings as the quality and
quantity of coal mined and sold by our mining operations may
be lower than expected.
This risk is managed by engaging independent geological

determine the estimated reserves and their technical and
commercial feasibility for extraction. In addition, management
engage Competent Persons to assist management in the
production of detailed life of mine plans as well as in the
monitoring of actual mining results versus expected performance

to engage an independent Competent Person in the current year.

20 Bisichi PLC
PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK
CURRENCY RISK


and British Pound. These movements can have a negative

above, as well as operational earnings.

value of inter-company trading balances with its South African

denominated inter-company trade receivable balances into
Sterling that are held within the UK and which are payable by



net assets to the Sterling reporting functional currency of the




derived from a US Dollar-denominated export coal price. A
weakening of the US Dollar can have a negative impact on the





may enter into forward sales contracts in local currencies with

not entered into any such contracts in 2022 and 2021.

to mitigate foreign exchange risk on inter-company trading

functional currency net assets, management regularly review the
requirement to do so in light of any increased risk of future
volatility.

movement impacts in the year.
NEW RESERVES AND MINING PERMISSIONS
The life of the mine, acquisition of additional reserves,
permissions to mine (including ongoing and once-off
permissions) and new mining opportunities in South Africa
generally are contingent on a number of factors outside of the


Forestry and other regulatory or state owned entities.

to the government Mining Charter with the New Mining Charter
which came into force from March 2020. Failure to meet
existing targets or further regulatory changes to the Mining
Charter, could adversely affect the mine’s ability to retain its
mining rights in South Africa.
The work performed in the acquisition and renewal of mining
permits as well as the maintenance of compliance with permits
includes factors such as environmental management, health and
safety, labour laws and Black Empowerment legislation (such as
the New Mining Charter); as failure to maintain appropriate
controls and compliance may in turn result in the withdrawal of
the necessary permissions to mine. The management of these
regulatory risks and performance in the year is noted in the

Development report on page 7 and in this section under the
headings environmental risk, health & safety risk and labour risk.

provide adequate resources to this area including the
employment of adequate personnel and the utilisation of third
party consultants competent in regulatory compliance related to
mining rights and mining permissions.
Principal risks & uncertainties
2121Bisichi PLC
PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK
POWER SUPPLY RISK
The current utility provider for power supply in South Africa is
the government run Eskom. Eskom continues to undergo
capacity problems resulting in power cuts and lack of provision
of power supply to new projects. Any power cuts or lack of

disrupt mining production and impact on earnings.


regular monitoring of Eskom’s performance and ongoing ability

assess the ability to utilise diesel generators as an alternative
means of securing power in the event of power outages.
FLOODING RISK


earnings.
Management monitors water levels on an ongoing basis and
various projects have been completed, including the
construction of additional dams, to minimise the impact of this
risk as far as possible.
ENVIRONMENTAL RISK

adhere to local environmental regulations. Any failure to adhere
to local environmental regulations, could adversely affect the
mine’s ability to mine under its mining right in South Africa.
In line with all South African mining companies, the management
of this risk is based on compliance with the Environment

strives to provide adequate resources to this area including the
employment of personnel and the utilisation of third party
consultants competent in regulatory compliance related to
environmental management.
To date, Black Wattle is fully compliant with the regulatory
requirements of the Department of Water Affairs and Forestry
and has an approved water use licence. Further details of the

the Sustainable development report on page 7.
HEALTH & SAFETY RISK
Attached to mining there are inherent health and safety risks.
Any such safety incidents disrupt operations, and can slow or

mining operations are required to adhere to local Health and
Safety regulations as well as enhanced health and Safety
measures related to Covid-19.

in place to mitigate this risk. Management strive to create an
environment where Health and safety of our employees is of the
utmost importance. Our Health & Safety programme provides
clear guidance on the standards our mining operation is expected
to achieve. In addition, management receive regular updates on
how our mining operations are performing. Further details of the

Sustainable Development report on page 7.
Principal risks & uncertainties
22 Bisichi PLC
PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK
CLIMATE CHANGE RISK
Climate change is a material issue that can affect our South
African coal business through:
- changes in carbon pricing, taxes, and coal mining regulation;
- extreme climatic events;
- access to capital and services and allocation thereof; and
- reduced demand and prices for coal.
Transition and physical risks related to climate change are
regularly discussed and acted upon at Board and management

South African coal operations and the future allocation of capital.


change report on page 11.
LABOUR RISK

are labour intensive and unionised. Any labour disputes, strikes
or wage negotiations may disrupt production and impact
earnings.

and transparent dialogue with employees across all levels. In
addition, appropriate channels of communication are provided to
all employment unions at Black Wattle to ensure effective and
early engagement on employment matters, in particular wage
negotiations and disputes.

CASHFLOW RISK
Commodity price risk, currency volatility and the uncertainties
inherent in mining may result in favourable or unfavourable

In order to mitigate this, we seek to balance the high risk of our

property investment operations which are actively managed by
London & Associated Properties PLC and our equity investment
portfolio. Due to the long term nature of the leases, the effect on


Financial and Performance review on page 24 for details of the
property and investment portfolio performance.
Principal risks & uncertainties
2323Bisichi PLC
PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK
PROPERTY VALUATION RISK

Consolidated Income Statement and Balance Sheet, are

and residential development properties. A fall in UK commercial
and residential property can have a marked effect on the

impact on covenants and other loan agreement obligations.
The economic performance of the United Kingdom, including


measures, as well as the current economic performance and
trends of the UK retail market, may impact the level of rental
income, yields and associated property valuations of the

Ventures.

Properties PLC whose responsibility is to actively manage the
portfolio to improve rental income and thus enhance the value of
the portfolio over time. In addition, management regularly monitor
banking covenants and other loan agreement obligations as well
as the performance of our property assets in relation to the
overall market over time.
Management continues to monitor and evaluate the impact of

economic performance of the UK retail market on the future



and future investment decisions.

Principal risks & uncertainties
24 Bisichi PLC

EBITDA, adjusted EBITDA and mining
production are used as key performance


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

tonnes extracted from our reserves during
the period and held by the mine before any
processing through the washing plant.

as one of the key overall performance


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

expected to be realised over the long term


investment operations, the net property
valuation and net property revenue are
utilised as key performance indicators as


providing stable cash generative UK assets
and access to capital appreciation. Certain
key performance indicators below are not

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

2022
£’000
2021
£’000
For the Group:
 39,363 5,028
EBITDA 39,980 5,849
 38,014 2,501
For our property investment operations:
Net property valuation 10,465 10,525
Net property revenue 1,108 1,119
For our mining activities:
 38,126 4,266
EBITDA 37,856 4,145
Tonnes
‘000
Tonnes

Mining production 824 1,046
Quantity of coal sold 1,287 1,447




costs and lower coal sale volumes in 2022.
2525Bisichi PLC

can be reconciled as follows:
Mining
£’000
Property
£’000
Other
£’000
2022
£’000
Revenue 93,413 1,108 590 95,111
Transport and loading cost (5,201) - - (5,201)
Mining and washing costs (38,008) - - (38,008)
Other operating costs excluding depreciation (12,078) (456) (5) (12,539)

exchange movements (adjusted EBITDA)
38,126 652 585 39,363
Exchange movements (270) - - (270)
Fair value adjustments - (60) - (60)
 - - 1,036 1,036
 37,856 592 1,621 40,069
Share of loss in joint venture - (89) - (89)
EBITDA 37,856 503 1,621 39,980
Net interest movement (663) (210) - (873)
Depreciation (1,093) - - (1,093)
 38,014

can be reconciled as follows:
Mining
£’000
Property
£’000
Other
£’000
2021
£’000
Revenue 49,226 1,119 175 50,520
Transport and loading cost (5,569) - - (5,569)
Mining and washing costs (32,438) - - (32,438)
Other operating costs excluding depreciation (6,953) (527) (5) (7,485)

exchange movements (adjusted EBITDA)
4,266 592 170 5,028
Exchange movements (121) - - (121)
Fair value adjustments - 255 - 255
 - - 812 812
 4,145 847 982 5,974
Share of loss in joint venture - (125) - (125)
EBITDA 4,145 722 982 5,849
Net interest movement (777)
Depreciation (2,571)
 2,501

26 Bisichi PLC
Adjusted EBITDA is used as a key indicator
of the operating trading performance of


impact of depreciation, fair value

other investments and foreign exchange

segments include its South African mining
operations and UK property. The
performance of these two operating
segments are discussed in more detail
below.

year of £40.0million (2021: £5.8million).
The movement compared to the prior
year can mainly be attributed to the
EBITDA from our mining activities of
£37.9million (2021: £4.1million). In

related to our UK property was £0.1million
(2021: gain £0.3million) and gains related
to investments held at fair value through

£0.8million).

£38.0million (2021: £2.5million) for the
year resulting in an increase in taxation
for the year to £11.9million (2021: £0.8


after tax of £26.1million (2021:
£1.7million), of which £17.6million (2021:
£1.5million) was attributable to equity
holders of the company.
South African mining operations
 UK Sterling
2022
R’000
2021

2022
£’000
2021
£’000
 1,886,276 1,004,444 93,413 49,226
Transport and loading costs (105,023) (113,641) (5,201) (5,569)
Mining and washing costs (767,490) (661,929) (38,008) (32,438)
 1,013,763 228,874 50,204 11,219
Other operating costs (excluding depreciation) (12,078) (6,953)

exchange movements (adjusted EBITDA)
38,126 4,266
Exchange movements (270) (121)
EBITDA 37,856 4,145
2022
‘000
2021

Mining production in tonnes 824 1,046
2022
R
2021

Net Revenue per tonne of mining production 2,162 852
Mining and washing costs per tonne of mining production (931) (633)
 1,231 219

less transportation and loading costs.

Performance


2727Bisichi PLC



Domestic
‘000
Export
‘000
2022
‘000
Domestic

Export

2021

Quantity of coal sold in tonnes 1,025 262 1,287 1,127 320 1,447
Domestic
R’000
Export
R’000
2022
R’000
Domestic

Export

2021

Revenue 795,132 1,091,144 1,886,276 530,905 473,539 1004,444
     
Net Revenue per tonne of coal sold 774 3,770 1,384 470 1,129 616
Mining and washing costs per tonne of
coal sold
(596) (457)

operating costs and depreciation
788 158

as the quantity of coal sold in metric



less transportation and loading costs per
metric tonne of coal sold.
Total net revenue per tonne of coal sold

operations increased for the year from


average price increases achieved in both
the export and domestic market. A
decrease in mining production from Black
Wattle and an increase in coal inventories
at the end of the year offset an increase
in buy-in coal processed during the year
resulting in the quantity of coal sold for
the year decreasing to 1.287million
tonnes (2021: 1.447million tonnes).

African mining operations increased


the increase in revenue per tonne of coal
sold offsetting the lower coal sales
volumes, particularly in the export market.
Mining and washing costs per tonne of
coal sold during the year increased from

tonne in 2022 mainly due to increases in
buy-in coal costs and mining costs per
tonne from Black Wattle. This resulted in
an increase in total mining and washing


Other operating costs (excluding
depreciation) of £12.08million (2021:
£6.95million) 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

impacted by movements in mining
production and coal processing. The
increase during the year can mainly be
attributed to higher salaries and wages
costs attributable to the improved

same period. Overall costs in South Africa
were in line with management’s


Adjusted EBITDA from £5.0million in
2021 to £39.4million in 2022 can mainly
be attributed to higher prices achievable

processing operations. This offset the
higher mining, washing and operating
costs and lower coal sales volumes
incurred in 2022. A further explanation of
the mines operational performance can



subsidiary Black Wattle Colliery (Pty) Ltd
signed an agreement to acquire additional
coal reserves during the year. The new
reserves of 6.1million metric tonnes,
extends the life of mine of Black Wattle to
seven years and remains subject to
regulatory approval. The acquisition was
negotiated in conjunction with a re-
negotiation of 2.1million metric tonnes of
separate coal reserves previously acquired
from the same seller, as previously
announced in our 2018 annual report.
28 Bisichi PLC

Vunani Mining (Pty) Ltd our black
economic empowered shareholders at
Black Wattle, were integral in the success
in acquiring both of these reserves. As a
result, it was agreed that Vunani Mining
will share equally in any distributable

as part of their non-controlling interest in
Black Wattle. This has been achieved
through a new shares issue in Black
Wattle that was completed on 12 April
2022. The total issued share capital in
Black Wattle Colliery (Pty) Ltd was
increased further from 1000 shares to

following share issue:
•• 
Bisichi Mining (Exploration Limited), a

•• 
Vunani Mining (Pty) Ltd

ordinary shares save that they have sole

attributable to the above mining reserves
held by Black Wattle Colliery (Pty) Ltd. A
non-controlling interest is therefore


Ltd from the date of issue of the shares
(12 April 2022).
Details of Vunani’s non-controlling
interest held at year end can be found in
the Non-controlling interest note on page
102.
UK property investment
Performance

by London & Associated Properties plc.

levels achieved in 2022. Net property
revenue (excluding joint ventures and
service charge income) across the
portfolio decreased during the year to
£1.108million (2021: £1.119million). The
property portfolio was externally valued at
31 December 2022 and the value of UK
investment properties attributable to the

to £10.465million (2021: £10.525million).
Joint venture property investments

£0.6million) joint venture investment in

property investment company. The open
market value of the company’s share of
investment properties included within its

Properties decreased marginally during
the year to £1.019million (2021:
£1.040million).

(2021: £0.5million) 50% joint venture
investment in West Ealing Projects
Limited, a UK unlisted property
development company. West Ealing
Projects Limited’s only asset is a property
development in West Ealing, London. The

trading property inventory included within
this development is valued at £4.1million
(2021: £3.7million). The joint venture has
obtained planning consent for a

2022 the joint venture explored the
possibility of a consented land sale but

offers during a period of extreme building



taken and we look forward to updating
shareholders further in due course.

joint venture investment in Development
Physics Limited, a UK unlisted property
development company. The remaining two
thirds is held equally by London &
Associated Properties PLC and Metroprop

with the purpose of delivering a residential

houses in Purley, London. Development
Physics acquired a series of options on
the site and registered for planning
permission for its development. The
planning application submitted in 2022
was rejected in January 2023 despite
being recommended for approval by the

appealed this decision and we will update
shareholders on progress in due course.
At year end, the negative carrying value of

£14,000 (2021: £3,000).

revenue of £1.2million (2021: £1.2million)
for the year which includes the company’s
share of net property revenue from its
investment in joint ventures of £108,000
(2021: £88,000).
Other Investments

investments held at fair value through

in 2021 to £12.6million due to net
additions during the year of £8.2million
(2021: £1.2million) and gains from
investments of £0.7million (2021:
£0.7million). The investments comprise of
£6.8million (2021: £1.56million) of
investments listed on stock exchanges in
the United Kingdom and £5.8million
(2021: £2.07million) of investments listed
on overseas stock exchanges. The

entities involved in extractive and energy
related (including renewable energy)
business activities.
2929Bisichi PLC


activities increased compared to the prior
year to £30.7million (2021: £4.4million).
This can mainly be attributed to the

year of £39.0million (2021: £3.4million)
net of taxes paid of £7.9million (2021:
refund of £0.2million) and an increase in
inventories of £4.0million (2021: decrease

mainly be attributed to the improved coal
revenue per tonne achieved during the
year.

net acquisitions of listed equity
investments of £8.1million (2021:
£0.9million) and capital expenditure
during the year of £8.5million (2021:
£1.8million) which can mainly be
attributable to mine development costs at

mining reserves, plant and equipment had
a carrying value of £16.4million (2021:
£9.0 million) with capital expenditure
being offset by depreciation of £1.1million
(2021: £2.5milion) and exchange
translation movements of £0.6million
(2021: £0.4million) for the year.

includes a net increase in borrowings of
£0.5million (2021: decrease £0.3million).
In addition, dividends were paid during
the year to equity shareholders of
£0.6million (2021: £Nil) and to minority
shareholders of £7.0million (2021: £Nil).

equivalents increased during the year by
£6.9million (2021: £1.5million). The

equivalents (including bank overdrafts) at
year end was £7.4million (2021:
£0.5million).

resources available at short notice
including cash and cash equivalents
(excluding bank overdrafts) of
£10.6million (2021: £3.0 million) and
listed investments of £13.5million (2021:
£4.3million) as at year end. The above

(2021: £7.3million).

at year end were £35.6million (2021:
£17.8million) and total assets at
£63.8million (2021: £38.1million).
Liabilities increased from £20.3million to
£28.2million during the year primarily due
to an increase in trade and other
payables from £10.7million to £13.3million
as well as an increase in tax payable from
£0.7million to £4.3million.



page 73 and the Consolidated Balance
Sheet on page 70 and 71.

Year ended
31 December
2022
£’000
Year ended
31 December
2021
£’000
 39,768 5,028
 30,698 4,432
 (16,584) (2,706)
 (7,206) (271)
Net (decrease) / increase in cash and cash equivalents 6,908 1,455
Cash and cash equivalents at 1 January 482 (1,078)
Exchange adjustment (25) 105
Cash and cash equivalents at 31 December 7,365 482
Cash and cash equivalents at 31 December comprise:
Cash and cash equivalents as presented in the balance sheet 10,590 3,018
Bank overdrafts (secured) (3,225) (2,536)
7,365 482
30 Bisichi PLC

Loans
South Africa

facility with Absa Bank Limited for

Processing (Pty) Limited, a 100%
subsidiary of Black Wattle Colliery (Pty)
Limited. This facility comprises of an

working capital requirements of the

facility is renewable annually and is
secured against inventory, debtors and

African operations.


£3.9m with Julian Hodge Bank Limited at
an initial LTV of 40%. The loan is secured
against the company’s UK retail property
portfolio. The amount repayable on the
loan at year end was £3.8million. The

repayable at the end of the term in
December 2024. The overall interest cost
of the loan is 4.00% above the Bank of
England base rate. The loan is secured by

properties in the UK which are included in

£10.5million. No banking covenants were

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.

customers, employees, local
communities, suppliers and shareholders

the year, the Directors consider that they
have acted in a way, and have made
decision that would, most likely promote

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

Uncertainties on page 19;
•• 
ethics and compliance; fostering of the
Company’s business relationships with
suppliers, customers and others; and

the community and environment: see
Sustainability report on page 7;
•• The need to act fairly between
members of the Company: see the

34.
Future prospects

seen the API4 price average $145 and
uncertainties remain, particularly in
regard to the sustainability of the higher
international coal price and the impact of
continued constraints in transporting coal
for export on the South African rail
network. In light of this, management will
be focussing on improving production

market and keeping operating costs low.

evaluate opportunities to transition into
alternative mining related opportunities
through new commercial arrangements.
In the UK, management is looking forward
to progressing its property development
opportunities in West Ealing and
Development Physics as well as seeking
other opportunities to expand upon on its
property and equity investment portfolios.

strategy of balancing the high risk of our
mining operations with a dependable

our UK property investment operations
and equity investments.

remained strong and at present, the


the foreseeable future and that liabilities
are met. A full going concern and viability
assessment can be found in the Directors
report on page 38.
Further information on the outlook of the
company can be found in both the
Chairman’s Statement on page 2 and the


Signed on behalf of the Board of Directors
Garrett Casey

26 April 2023
30
3131Bisichi PLC

*
ANDREW R HELLER MA, ACA
(Chairman & Managing Director)
GARRETT CASEY CA (SA)
(Finance Director)
ROBERT GROBLER Pr Cert Eng
(Director of mining)
O+
CHRISTOPHER A JOLL MA
(Non-executive)
Christopher Joll was appointed a
Director on 1 February 2001. He has
held a number of non-executive

companies and currently runs his own
event management business. He is also
a published author, lecturer and a writer

O *
JOHN A SIBBALD BL (Non-executive)
Sibbald has been a Director since 1988.
After qualifying as a Chartered

stockbroking, specialising in mining and
international investment.
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 almost 20 years and has
extensive experience in investment
management, in particular within the
mining sector.
JOHN A HELLER
(Appointed 29 March 2023)
(Non-executive)
John Heller was appointed a Director
on 29 March 2023. 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.
SECRETARY AND
REGISTERED OFFICE

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.
112155 (Incorporated in
England and Wales)
WEBSITE
www.bisichi.co.uk

admin@bisichi.co.uk
AUDITOR

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

South Africa
Beech Veltman Inc,
Johannesburg
Brandmullers Attorneys,
Middelburg
Cliffe Decker Hofmeyer,
Johannesburg
Herbert Smith Freehills,
Johannesburg
Natalie Napier Inc,
Johannesburg
Tugendhaft Wapnick

Johannesburg
STOCKBROKERS
Shore Capital Stockbrokers
Limited
REGISTRARS AND


10th Floor, Central Square
29 Wellington Street
Leeds
LS1 4DL
UK telephone:
0371 664 0300
International telephone:
+44 (0) 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. The helpline is open
between 8.00 a.m. – 5.30
p.m., Monday to Friday
excluding public holidays in
England and Wales.
Website:

Email:
shareholderenquiries@
linkgroup.co.uk
Company registration number:
341829 (England and Wales)
MANAGEMENT TEAM OTHER DIRECTORS AND ADVISORS
* Member of the nomination committee
+ Senior independent director
O Member of the audit, nomination

32 Bisichi PLC

2022
£’000
2021
£’000
2020
£’000
2019
£’000
2018
£’000
Consolidated income statement items
 95,111 50,520 29,805 48,106 49,945
 38,976 3,403 (4,493) 3,658 6,526
 38,014 2,501 (5,196) 3,027 5,959
 37,127 1,559 (3,881) 4,493 6,397
 887 942 (1,315) (1,466) (438)
EBITDA 39,980 5,849 (2,387) 5,868 8,587

adjustments and exchange movements (adjusted
EBITDA)
39,363 5,028 (1,111) 7,457 9,088
Consolidated balance sheet items
Investment properties 10,465 10,525 10,270 11,565 13,045
Other non-current investments 13,631 4,761 3,001 1,629 1,357
24,096 15,286 13,271 13,194 14,402
Current Investments held at fair value 886 685 833 1,119 887
24,982 15,971 14,104 14,313 15,289
Other assets less liabilities less non-controlling
interests
8,820 1,541 1,969 5,619 4,280
Total equity attributable to equity shareholders 33,802 17,512 16,073 19,932 19,569
Net assets per ordinary share (attributable) 316.6p 164.0p 150,5p 186.7p 183.3p
Dividend per share 22.00p 6.00p 0p 1.00p 6.00p

06 June 2023 
Late August 2023 
Late April 2024 

3333Bisichi PLC

Review of business, future
developments and post
balance sheet events

Income for the year was derived from
sales of coal from its South African

property investment portfolio for which it
receives rental income and joint venture
investments in two UK residential
property developments.
The results for the year and state of

31 December 2022 are shown on pages

pages 2 to 30. Future developments and
prospects are also covered in the

any post balance sheet events can be

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

The management report referred to in the
Director’s responsibilities statement


Corporate responsibility

The environmental considerations of the

operations are covered in the Strategic


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.

tenants with good quality premises from

environmentally friendly manner.
Wherever possible, improvements, repairs
and replacements are made in an

waste re-cycling arrangements are in
place at all the company’s locations.
Climate Change Reporting and


details on its greenhouse gas emissions
for the year ended 31 December 2022
can be found on page 11 of the Strategic



motivate employees by offering
competitive terms of employment. The

employees and prospective employees
including those who are disabled. The


the employment, training, health and
safety and community support and social

employees in South Africa.
Dividend policy
As outlined in the Strategic report on
page 3 the directors are proposing the

4p) and a special dividend of 8p (2021:
2p) per share for 2022. An interim
dividend for 2022 of 10p (Interim 2021:
0p) has been paid on 3 February 2023.
The total dividend per ordinary share for
2022 will therefore be 22p (2021: 6p) per
ordinary share.
Investment properties and
other properties
The investment property portfolio is
stated at its open market value of
£10,465,000 at 31 December 2022
(2021: £10,525,000) 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
£4,812,000 (2021: £4,787,000).
Financial instruments


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 Sir Michael Heller (ceased to be a


African citizen), J A Sibbald and J Wong.
Directors’ report


34 Bisichi PLC
Mr J Heller was appointed as a non-
executive director by the Board on 29
March 2023 and offers himself for
re-election. Mr J Heller is the Chairman
and Managing Director of London &
Associated Properties PLC which holds a
41.6% stake in Bisichi with extensive &
valuable experience in property
investment and management. The board
recommends the re-election of Mr J
Heller.

Casey who offers himself for re-election.

director of the company since 2010. He is
chartered accountant and has a contract
of employment determinable at three
months’ notice. The board recommends

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 42 of the Annual

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 2022:
London & Associated Properties PLC –
4,432,618 shares representing 41.52 per
cent. of the issued capital. (Sir Michael
Heller (Estate) is a shareholder of London
& Associated Properties PLC).
Sir Michael Heller
(Estate) –
330,117 shares
representing 3.09 per
cent. of the issued
capital.
A R Heller – 785,012 shares
representing 7.35 per
cent. of the issued
capital.
Stonehage
Fleming
Investment
Management Ltd –
1,916,154 shares
representing 17.95
per cent. of the issued
share capital.
Disclosure of information to
auditor



that there is no relevant audit information
of which the auditor is unaware. Each of

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

Indemnities and insurance
The Articles of Association and
Constitution of the company provide for
them to indemnify, to the extent permitted

the Auditor) of the companies, including

companies against liabilities arising from

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

and as at the date of this Directors’
report. No amount has been paid under
any of these indemnities during the year.


broad terms, the insurance cover


liability and legal defence costs for claims
arising out of actions taken in connection

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

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

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

responsible to shareholders for the

Directors’ responsibilities statement in
respect of the accounts is set out on
page 57. The non-executive directors
have a particular responsibility to ensure
that the strategies proposed by the
executive directors are fully considered.
Directors’ report
3535Bisichi PLC
To enable the Board to discharge its
duties, all directors have full and timely
access to all relevant information and

furtherance of their duties, to take
independent professional advice, if

The Board has a formal schedule of
matters reserved to it and meets bi-
monthly.
The Board is responsible for overall

expenditure projects and consideration of

The following Board committees, which
have written terms of reference, deal with

•• The nomination committee comprises
of two non-executive directors C A Joll
(Chairman) and JA Sibbald 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.
•• 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

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. The
committee comprises of two non-
executive directors C A Joll (Chairman)
and JA Sibbald. The company’s
executive chairman is normally invited
to attend meetings. The report on
directors’ remuneration is set out on
pages 39 to 53.
•• The audit committee comprises of two
non-executive directors C A Joll
(Chairman) and JA Sibbald. 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

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

Meetings are also attended, by invitation,


The audit committee also undertakes a
formal assessment of the auditors’
independence each year which includes:
•• a review of non-audit services provided

•• 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

partners and staff involved in the audit,
including the regular rotation of the
audit partner; and
•• 
auditors that, in their professional
judgement, they are independent.
The audit committee report is set out on

An analysis of the fees payable to the

and non-audit services during the year is

statements.
Performance evaluation –

directors
The performance of the board as a whole
and of its committees and the non-
executive directors is assessed by the

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 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.
Directors’ report
36 Bisichi PLC
Independent directors
The senior independent non-executive
director is Christopher Joll. The other two
independent non-executive directors are

Christopher Joll has been a non-
executive director for over twenty years,
John Sibbald has been a non-executive
director for over thirty years and John
Wong was appointed to the Board on 15
October 2020. 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


non-executive directors.
The independent directors regularly meet


Board and board committee meetings
The number of meetings during 2022 and attendance at regular Board meetings and
Board committees was as follows:
Meetings
held
Meetings
Attended
Sir Michael Heller Board
Nomination committee
Audit committee
5
1
2
4
1
2
 Board
Audit committee
5
2
5
2
 Board
Audit committee
5
2
5
2
 Board 5 1
C A Joll Board
Audit committee
Nomination committee

5
2
1
2
5
2
1
2
J A Sibbald Board
Audit committee
Nomination committee

5
2
1
2
2
0
1
1
J Wong Board 5 5
Internal control
The directors are responsible for the

review of its effectiveness annually. The

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

appropriate delegation of authority;
•• there are established procedures for
planning, approval and monitoring of
capital expenditure and information


budgets and forecasts;
•• 
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

supplemented by regular visits by the

African operations which include
checking the integrity of information
supplied to the UK. 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.
Directors’ report
3737Bisichi PLC

during the year ended 31 December 2022
(and up to the date of approval of the
report) concerning material internal

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


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

with informatively and promptly.
Takeover directive
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

of this report above.
A relationship agreement dated 15


the company and London & Associated

arrangements between them whilst LAP is
a controlling shareholder of the company.

provision under which LAP has agreed to
exercise the voting rights attached to the

LAP to ensure the independence of the

Other than the restrictions contained in

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

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

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 of
the code is closely monitored.
Annual General Meeting
The annual general meeting of the company
The annual general meeting of the company


James, London SW1Y 4QU on Tuesday, 6

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 10 to be proposed

full text of the resolution. You should
therefore read this section in conjunction
with the full text of the resolutions contained

Directors’ authority to allot
shares (Resolution 10)
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 10.1.1 of resolution 10 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.

third) of the ordinary share capital of the
company in issue (excluding treasury
shares) at 26 April 2023 (being the last
practicable date prior to the publication of

of resolution 10 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

(one third) of the ordinary share capital of
the company in issue (excluding treasury
shares) at 26 April 2023 (being the last
practicable date prior to the publication of

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

complies with guidance issued by the
Investment Association (IA).
Directors’ report
38 Bisichi PLC
The authority granted by resolution 10 will
expire on 31 August 2024 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 (2021: £nil).
Going concern

with the factors likely to affect its future
development are set out in the
Chairman’s Statement on the preceding





policy, interest rate risk, liquidity risk,
foreign exchange risks and credit risk.

facility with Absa Bank Limited for

Processing (Pty) Limited, a 100%
subsidiary of Black Wattle Colliery (Pty)
Limited. This facility comprises of a

working capital requirements of the

facility is renewable annually and is
secured against inventory, debtors and

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.
The directors expect that coal market


The directors therefore have a reasonable
expectation that the mine will achieve
positive levels of cash generation for the


placed to manage its South African
business risks successfully.
In the UK, forecasts demonstrate that the

its liabilities as they fall due for at least
the next 12 months, from the approval of


outlined below.

£3.9m with Julian Hodge Bank Limited at
an initial LTV of 40%. 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

repayable at the end of the term in
December 2024. The overall interest cost
of the loan is 4.00% above the Bank of
England base rate. All covenants on the
loan were met during the year and the
directors have a reasonable expectation

resources at short notice, including cash
and listed equity investments, to ensure
the existing facility’s covenants are met
on an ongoing basis.


venture, holds a Santander bank loan of
£1.143million secured against its
investment property, see note 14. The bank


£2.03 million. The interest cost of the loan
is 2.75 per cent above the bank’s base

underway. The loan originally expired in
September 2020, but has been extended
to October 2023. Santander have
indicated that they are willing to provide a
new term loan and we expect to complete
this in the near future.
In 2022 a disconnect in global energy
markets resulted in higher global energy
prices. Although the volatility in global
energy markets in 2023 is uncertain, the
Directors at present do not foresee events


ability to remain in operation for the
foreseeable future.
As a result of the banking facilities held as
well as the acceptable levels of cash

next 12 months, the Directors believe that

continue in operational existence for the

well placed to manage its business risks.
Thus they continue to adopt the going
concern basis of accounting in preparing




meet its liabilities as they fall due for at
least the next 12 months and the

to manage its business risks and have
adequate cash resources to continue in
operational existence for the foreseeable
future. As a result of the banking facilities
held as well as the acceptable levels of

over the next 12 months, the Directors

resources to continue in operational
existence for the foreseeable future and

its business risks. Thus they continue to
adopt the going concern basis of
accounting in preparing the annual

By order of the board
G.J Casey
Secretary
12 Little Portland Street
London W1W8BJ
26 April 2023
Directors’ report
3939Bisichi PLC



awarded to Directors and non-executive
Directors during the year. The
shareholders will be asked to approve the

ordinary resolution (as in previous years)

year, in light of the performance of the

bonuses and share options to certain

addition, on 1st September 2022 the
Company bought out 680,000 options
over ordinary shares outstanding which
were exercisable. As an alternative to the
exercise of the options, the Company
cancelled the share options for a
consideration avoiding the need for the
Company to allot shares, for shares to be
sold in the market to meet the tax
liabilities arising from the exercise and
therefore the potential impact to the
Company’s share price and on
shareholders.
The current remuneration policy, which
details the remuneration policy for
directors, can be found at www.bisichi.
co.uk. The current remuneration policy
was subject to a binding vote which was

July 2020. A further resolution amending
the policy was approved by shareholders
at a general meeting of the Company
held on 16 June 2022. The resolution
authorises the directors of the Company
to enter into agreements to cancel and
surrender options over Ordinary Shares.
The approvals will continue to apply for a

2023. The remuneration committee
considered the overall performance of the
group as well as of each director in the
year ended 31 December 2022 and
remuneration including bonuses were
awarded in line with the performance
conditions of the remuneration policy.
The second part, is the new remuneration
policy report which can be found on page
48. The new remuneration policy is
largely in line with the previous policy and
is subject to a binding vote which will be

6 June 2023. Once approved, the
approval of the new policy will apply for a
3 year period effective from the

Both of the above reports have been
prepared in accordance with The Large &




LLP are required by law to audit certain
disclosures and where disclosures have
been audited they are indicated as such.
Christopher Joll
Chairman – remuneration committee
12 Little Portland Street
London W1W8BJ
26 April 2023
Statement of the Chairman



in accordance with the remuneration regulations.
40 Bisichi PLC

The following information has been audited:

Salaries
and Fees
£’000

£’000
Bonuses
£’000
Long Term
Incentive
Awards
£’000
Pension
£’000
Notional
Value of
Vesting
Share
Options
Total
2022
£’000
Total
Fixed
Remuner-
ation
£’000
Total
Variable
Remuner-
ation
£’000
Executive Directors
Sir Michael Heller 200 - 580 - - - 780 200 580
 495 42 1,100 - - 273 1,910 537 1,373
 194 17 575 - 19 273 1,078 230 848
 218 17 356 - 19 - 610 254 356
Non–Executive Directors
C A Joll* 52 - - - - - 52 52 -
J A Sibbald* 3 3 - - - - 6 6 -
J Wong 55 - - - - - 55 55 -
Total 1,217 79 2,611 - 38 546 4,491 1,334 3,157
*Members of the remuneration committee for the year ended 31 December 2022
The notional value of vesting share options are based on the value of the share options at grant. The awards are not subject to
performance in line with the scheme terms.

Salaries
and Fees
£’000

£’000
Bonuses
£’000
Long Term
Incentive
Awards
£’000
Pension
£’000
Total
2021
£’000
Total
Fixed
Remuner-
ation
£’000
Total
Variable
Remuner-
ation
£’000
Executive Directors
Sir Michael Heller 83 - - - - 83 83 -
 495 34 400 - - 929 529 400
 185 17 200 - 19 421 221 200
 205 11 176 - 17 409 233 176
Non–Executive Directors
C A Joll* 40 - - - - 40 40 -
J A Sibbald* 3 3 - - - 6 6 -
J Wong 50 - - - - 50 50 -
Total 1,061 65 776 - 36 1,938 1,162 776
*Members of the remuneration committee for the year ended 31 December 2021
Annual remuneration report
4141Bisichi PLC
Annual remuneration report
Summary of directors’ terms
Date of
contract
Unexpired
term
Notice
period
Executive directors
 January 1994 Continuous 3 months
 June 2010 Continuous 3 months
 April 2008 Continuous 3 months
Non-executive directors
C A Joll February 2001 Continuous 3 months
J A Sibbald October 1988 Continuous 3 months
J Wong October 2020 Continuous 3 months
J Heller March 2023 Continuous 3 months
Pension schemes and incentives


Scheme interests awarded during the year


• Andrew Heller: 380,000 options granted on 1 September 2022 at an exercise price of £3.52 per share

The exercise price of 352 pence per share was based on the midmarket closing price of the Company’s shares on 31 August
2022, the date prior to the grant. The above Options are subject to the terms and conditions set out in the rules of the Scheme,
and subject to the memorandum and articles of association of the Company. Further details of the Scheme are outlined below
under Share option schemes. The above options were valued at £547,200 at date of grant using the Black-Scholes-Merton model.
These Options are exercisable at any time during the next 10 years from the dates of grant stated above. No consideration has
been paid for the granting of these Options.
Share option schemes

approval. The 2012 scheme was approved by the remuneration committee of the company on 28 September 2012.
Number of share options
Option
price*
1 January
2022
Options

(Surrendered)
in
2022
31
December
2022
Exercisable
from
Exercisable
to
The 2012 Scheme
 87.01p 150,000 (150,000) -  
 73.50p 150,000 (150,000) -  
 87.01p 150,000 (150,000) -  
 73.50p 230,000 (230,000) -  
 352.00p - 380,000 380,000  
 352.00p - 380,000 380,000  
*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. On 1st September 2022, the Company entered into an

Company paid each director a cash payment in consideration for cancelling the options. The cash payment was calculated by
reference to the closing midmarket share price on 31 August 2022 less the relevant exercise price. The aggregate consideration
paid by the Company to effect the cancellations was £1,853,270.
42 Bisichi PLC
Annual remuneration report
Payments to past directors
No payments were made to past directors in the year ended 31 December 2022 (2021: £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:
 
31.12.2022 1.1.2022 31.12.2022 1.1.2022
Sir Michael Heller 148,783 148,783 181,334 181,334
 785,012 785,012 - -
 - - - -
 40,000 40,000 - -
C A Joll - - - -
J A Sibbald - - - -
J Wong - - - -
There are no requirements or guidelines for any director to own shares in the Company.

unaudited.
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
2022 was 305p (2021: 60p). During
the year the share price ranged
between 81p and 375p.
400
350
300
250
200
150
100
20
0
2013 2014 2015 2016 2017  2019 2020 2021 2022
–
Bisichi Mining
–
FTSE All Share
Share Price (rebased)
4343Bisichi PLC
Annual remuneration report
Year
Managing
Director
Managing Director

remuneration
£’000
Annual bonus payout
against maximum
opportunity*
%
Long-term incentive
vesting rates against
maximum opportunity*
%
2022  1,637 74% 
2021  929 27% 
2020  551 0% 
2019  1,035 34% 
2018  1,073 34% 
2017  898 25% 
2016  850 22% 
2015  912 22% 
2014  862 22% 
2013  614  
Bisichi PLC does not have a Chief Executive so the table includes the equivalent information for the Managing Director.
* There were no formal criteria or conditions to apply in determining the amount of bonus payable or the number of shares to be issued prior to 2014.
Percentage change in remuneration and Company performance
Director
Base
Salary
2022

2022
Bonuses
2022
Base
Salary
2021

2021
Bonuses
2021
Base
Salary
2020

2020
Bonuses
2020
Executive:
Sir Michael Heller
1
141% 0%  0% 0% 0% 0% 0% (100%)

2
0% 24% 175% 0% (39%)  0% 40% (100%)

2
5% 0% 188% 20% (10%  3% 18% (100%)

2
6% 55% 102% 6% 3%  (7%) (17%) (100%)
Non-Executive:
C A Joll 30% 0% 0% 0% 0% 0% 5% 0% 0%
J A Sibbald 0% 0% 0% 0% 0% 0% 0% 0% 0%
J Wong
3
10% 0% 0% 0% 0% 0%   
J Heller
4
        
Employee remuneration on a full-time equivalent basis:
Employees of the
Company
5
47% 0% 478% 8% (26%)  1% 33% (100%)
1 Bonus changes for 2022 for Sir Michael Heller are disclosed as not applicable as no bonus was awarded to the director in 2021.

to the various directors and employees in 2020.
3 Mr J Wong was appointed as a non-executive Director on 15 October 2020 so the annual change is not applicable for 2020 and was apportioned for 2021.
4 Mr J Heller was appointed as a non-executive Director on 29 March 2023 so the annual change is not applicable.
5 The comparator group chosen is all UK based employees as the remuneration committee believe this provides the most accurate comparison of underlying

Remuneration of the Managing Director over the last ten years


44 Bisichi PLC
Annual remuneration report
Relative importance of spend on pay

below:
2022
£’000
2021
£’000
Employee remuneration 11,991 7,491
Distribution to shareholders (see note below) 2,348 641

Statement of implementation of remuneration policy

apply for 3 years unless changes are deemed necessary by the remuneration committee. The company may not make a

payment is consistent with the approved remuneration policy, or has otherwise been approved by a resolution of members. During
the year a resolution amending the policy was approved by shareholders at a general meeting of the Company held on 16 June
2022. The resolution authorises the directors of the Company to enter into agreements to cancel and surrender options over
Ordinary Shares. 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 2022. The Company did not engage any consultants to provide advice or
services to materially assist the remuneration committee’s considerations.
Shareholder voting

other than the part containing the remuneration policy. In addition, on 9 July 2020 there was a binding vote on the resolution to
approve the current remuneration policy. In addition, a further resolution amending the policy was approved by shareholders at a
general meeting of the Company held on 16 June 2022. The resolution authorises the directors of the Company to enter into
agreements to cancel and surrender options over Ordinary Shares. The results of the votes above are detailed below:
% of votes
for
% of votes
against
No of votes
withheld
 73.85% 26.15% 7,1 74
 69.87% 30.13% -

cancel and surrender options over Ordinary Shares. (16 June 2022)
100% 0% -
The remuneration committee and directors have considered the percentage of votes against the resolutions to approve the

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.
4545Bisichi PLC
Annual remuneration report
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


company.
All directors’ contracts as amended from time to time, have run from the date of appointment. Service contracts are kept at the

Remuneration policy table


found at www.bisichi.co.uk.
ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS
EXECUTIVE DIRECTORS
Base salary
To recognise:
Skills

Accountability
Experience
Value
Considered by
remuneration committee
on appointment.
Set at a level considered
appropriate to attract,
retain motivate and
reward the right
individuals.

Paid monthly in
cash
No individual director will be awarded a base salary
in excess of £700,000 per annum.

base salaries.
Pension
To provide
competitive
retirement

Company contribution
offered at up to 10%
of base salary as part
of overall remuneration
package.
The contribution
payable by the
company is included
in the
director’s contract
of employment.
Paid into money
purchase schemes
Company contribution offered at up to 10% of base
salary as part of overall remuneration package.

pension contributions.
 To provide a
competitive

package

include but are not limited
to:
Car or car allowance

Death in service cover
Permanent health
insurance
The committee
retains absolute
discretion to
approve changes in

in exceptional
circumstances
or where factors
outside the control

increased costs (e.g.


closely controlled and reviewed on an annual basis.

of 30% of his base salary.



ended 31 December 2022 is shown in the table on
page 40.
46 Bisichi PLC
Annual remuneration report
ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS
Annual
Bonus
To reward and
incentivise
In assessing the
performance of
the executive
team, and in
particular to
determine
whether bonuses
are merited the
remuneration
committee takes
into account
the overall
performance of
the business.
Bonuses are
generally offered
in cash
The remuneration
committee
determines the
level of bonus on
an annual basis
applying such
performance
conditions and
performance
measures as

appropriate
The current maximum bonus opportunity will not exceed
200% of base salary in any one year, but the remuneration
committee reserves the power to award up to 300% in an
exceptional year.
There is no formal framework by which the company
assesses performance and performance conditions and
measures will be assessed on an annual basis by the
remuneration committee. In determining the level of the
bonus, the remuneration committee will take into account
internal and external factors and circumstances that occur
during the year under review. The performance measures

or individual and in such proportion as the remuneration
committee considers appropriate to the prevailing
circumstances. The company does not consider, given the
company’s size, nature and stage of operations that a formal
framework is required.
Share
Options
To provide
executive
directors with
a long-term
interest in the
company

existing schemes
(see page 41)
Offered at
appropriate times
by the remuneration
committee

performance conditions.
Share options will be offered by the remuneration committee
as appropriate taking into account the factors considered
above in the decision making process in determining
remuneration policy.
The aggregate number of shares over which options may
be granted under all of the company’s option schemes
(including any options and awards granted under the
company’s employee share plans) in any period of ten
years, will not exceed, at the time of grant, 10% of the
ordinary share capital of the company from time to time.
In determining the limits no account shall be taken of any
shares where the right to acquire the shares has been
released, lapsed or has otherwise become incapable of
exercise.
The company currently has one Share Option Scheme (see
page 41).
For the 2012 scheme the remuneration committee has the
ability to impose performance criteria in respect of any new
share options granted, however there is no requirement to
do so. There are no performance conditions attached to the
options already issued under the 2012 scheme, the options
vest on issue and there are no minimum hold periods for the
resulting shares issued on exercise of the option.
4747Bisichi PLC
ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS

Base salary To recognise:
Skills
Experience
Value
Considered by the
board on appointment.
Set at a level
considered
appropriate to attract,
retain and motivate
the individual.
Experience and time
required for the role
are considered on
appointment.
 No individual director will be awarded a base salary
in excess of £60,000 per annum.

base salaries.
Pension No pension offered
 
except to one non-
executive director
who is eligible for
health cover (see
annual remuneration

The committee retains
the discretion to
approve changes in

in exceptional
circumstances or
where factors outside

lead to increased costs


closely controlled and reviewed on an annual basis.

of 30% of his base salary.


Share
Options
Non-executive directors
do not participate in the
share option schemes
Annual remuneration report
48 Bisichi PLC



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.
In addition to above, during the year a resolution amending the policy was approved by shareholders at a general meeting of the
Company held on 16 June 2022. The resolution authorises the directors of the Company to enter into agreements to cancel and
surrender options over Ordinary Shares.

Remuneration policy
The remuneration policy below is the group’s new remuneration policy on directors’ remuneration, which will be proposed for a

2023, and will apply to remuneration determined on or after that date. The previously determined remuneration (determined under


The remuneration of the Company’s executive directors is determined by the remuneration committee. In the decision making
process for the determination, review and implementation of the company’s remuneration policy, the remuneration committee has
taken the following into account:
• The need to attract, retain and motivate individuals of a calibre who will ensure successful leadership and management of the
company
• The group’s general aim of seeking to reward all employees fairly according to the nature of their role and their performance

• The need to align the interests of shareholders as a whole with the long-term growth of the group
• The need to align the determination, review and implementation of the company’s remuneration policy with the long term
strategy and success of the business.

• The need to ensure a link between remuneration and the long term success of the group; and

The remuneration of non-executive directors is determined by the board, and takes into account additional remuneration for
services outside the scope of the ordinary duties of non-executive directors.
In determining the remuneration for each executive director, the remuneration committee has, and in the determination of the fees

has sought to mitigate these as far as is possible given the company’s size, nature and stage of operations.


4949Bisichi PLC

Future Policy Table

ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS
EXECUTIVE DIRECTORS
Base salary
To recognise:
Skills

Accountability
Experience
Value
Considered by
remuneration committee
on appointment.
Set at a level considered
appropriate to attract,
retain motivate and
reward the right
individuals.

Paid monthly in cash
No individual director will be awarded a base salary
in excess of £1,200,000 per annum.

to base salaries.
Pension
To provide
competitive
retirement

Company contribution
offered at up to 10%
of base salary as part
of overall remuneration
package.
The contribution payable
by the company is
included in the director’s
contract of employment.
Paid into money
purchase schemes
Company contribution offered at up to 10%
of base salary as part of overall remuneration
package.

to pension contributions.

To provide a
competitive

package

can include but are not
limited to:
Car or car allowance

Death in service cover
Permanent health
insurance
The committee retains
absolute discretion to
approve changes in

in exceptional
circumstances or where
factors outside the

lead to increased costs


closely controlled and reviewed on an annual basis.

excess of 30% of his base salary.



ended 31 December 2022 is shown in the table on
page 40.
Annual
Bonus
To reward and
incentivise
In assessing the
performance of the
executive team, and in
particular to determine
whether bonuses are
merited the
remuneration
committee takes into
account the overall
performance of the
business.
Bonuses are generally
offered in cash
The remuneration
committee determines
the level of bonus on an
annual basis applying
such performance
conditions and
performance measures

appropriate
The current maximum bonus opportunity will not
exceed 200% of base salary in any one year, but
the remuneration committee reserves the power to
award up to 300% in an exceptional year.
There is no formal framework by which the
company assesses performance and performance
conditions and measures will be assessed on
an annual basis by the remuneration committee.
In determining the level of the bonus, the
remuneration committee will take into account
internal and external factors and circumstances
that occur during the year under review. The


and in such proportion as the remuneration
committee considers appropriate to the prevailing
circumstances. The company does not consider,
given the company’s size, nature and stage of
operations that a formal framework is required.
50 Bisichi PLC

ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS
Share
Options
To provide
executive
directors with
a long-term
interest in the
company

schemes (see page 41)
and new schemes
Offered at appropriate
times by the
remuneration
committee
Entitlement to share options is not subject to any

Share options will be offered by the remuneration
committee as appropriate taking into account the
factors considered above in the decision making
process in determining remuneration policy.
The aggregate number of shares over which
options may be granted under all of the company’s
option schemes (including any options and awards
granted under the company’s employee share
plans) in any period of ten years, will not exceed,
at the time of grant, 10% of the ordinary share
capital of the company from time to time. In
determining the limits no account shall be taken of
any shares where the right to acquire the shares
has been released, surrendered, lapsed or has
otherwise become incapable of exercise.
The company currently has one
Share Option Scheme (see page 41).
For the 2012 scheme the remuneration committee
has the ability to impose performance criteria in
respect of any new share options granted, however
there is no requirement to do so. There are no
performance conditions attached to the options
already issued under the 2012 scheme, the options
vest on issue and there are no minimum hold
periods for the resulting shares issued on exercise
of the option.
The Board is authorised under this policy to enter
into agreements with holders of options over
ordinary shares in the capital of the Company to
cancel or surrender the Options in consideration
of the payment by the Company to the holder
of the Option of cash up to a maximum of the
difference between the exercise price of the
Option and the closing market price on the
business day immediately prior to the day on which
the Company enters into that agreement with the
relevant holder of the Options.
5151Bisichi PLC

ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS

Base salary To recognise:
Skills
Experience
Value
Considered by the
board on appointment.
Set at a level considered
appropriate to attract,
retain and motivate the
individual.
Experience and time
required for the role
are considered on
appointment.
 No individual director will be awarded a base salary
in excess of £125,000 per annum.

to base salaries.
Pension No pension offered
 
except
to one non-executive
director who is eligible
for health
cover (see annual
remuneration report

The committee retains
the discretion to
approve changes in

in exceptional
circumstances or
where factors outside

lead to increased costs


is closely controlled and reviewed on an annual
basis.

excess of 30% of his base salary or £10,000
whichever is the higher.


Share
Options
Non-executive directors
do not participate in the
share option schemes
Notes to the future policy table


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


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.
52 Bisichi PLC

Assumptions
Minimum


On target
Based on the average percentage bonus awarded to the individual in the three years ending on 31 December 2022. As outlined in
the policy table above, the remuneration committee has discretion to award bonuses of up to 200% of base salary in any one year



Based on maximum remuneration receivable of 300% of base salary awarded as bonus in an exceptional year. Base salary,

December 2022 on page 40.
Approach to recruitment remuneration
All appointments to the board are made on merit. The components of a new director’s remuneration package (who is recruited

be granted share options as outlined above and the company’s approach to such appointments are detailed with in the future
policy table above. The company will pay such levels of remuneration to new directors that would enable the company to attract
appropriately skilled and experienced individuals that is not in the opinion of the remuneration committee excessive. The company
has no pre-determined policy for buyouts of previous awards, and each case will be determined on merit, having regard to all
relevant circumstances at the time.
Remuneration scenarios
An indication of the possible level of remuneration that would be received by each current Executive Director in the year
commencing 1 January 2023 in accordance with the directors’ remuneration policy is shown below.

appreciation.
A Heller: G.Casey: R Grobler:
0
500
1,000
1,500
2,000
2,500
£’000
£537
£1,037
£2,022
100%
52%
48%
27%
73%
0
100
200
300
400
500
600
700
800
900
£’000
£487
£811
100%
47%
53%
28%
72%
0
100
200
300
400
500
600
700
800
900
1000
£’000
£254
£431
£908
100%
59%
42%
28%
72%
Bonus
Minimum Minimum MinimumOn target On target On targetMaximum Maximum Maximum
£230
5353Bisichi PLC

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


company. All directors’ contracts as amended from time to time, have run from the date of appointment. Service contracts are kept


There are no contractual provisions agreed prior to 27 June 2012 that could impact on a termination payment. Termination
payments will be calculated in accordance with the existing contract of employment or service contract. It is the policy of the
remuneration committee to issue employment contracts to executive directors with normal commercial terms and without extended
terms of notice which could give rise to extraordinary termination payments. The board retains the discretion to make additional
(ex-gratia) payments on termination should it be appropriate in all the circumstances.
Consideration of employment conditions elsewhere in the Group
In setting this policy for directors’ remuneration the remuneration committee has been mindful of the company’s objective to reward
all employees fairly according to their role, performance and market forces. In setting the policy for Directors’ remuneration the
remuneration committee has considered the pay and employment conditions of the other employees within the group. No formal
consultation has been undertaken with employees in drawing up the policy. The remuneration committee has not used formal
comparison measures.
Consideration of shareholder views
No shareholder views have been taken into account when formulating this policy. In accordance with the new regulations, an

54 Bisichi PLC

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

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

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

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

~ 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

partners and staff involved in the
audit, including the regular rotation of
the audit partner; and
 
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, managing director, director

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

•• 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
both audit related and non-audit
services as set out in note 5 to the

Audit committee report

follow published guidelines, which are available from the company secretary.



5555Bisichi PLC
Audit committee report
Financial reporting
As part of its role, the Audit Committee




or estimation. When assessing the

committee assessed quantitative

before tax. The Board also gave
consideration to:
•• 

principally asset based business;
•• the value of revenues generated by the

production and processing;
•• Adjusted EBITDA, given that it is a key
trading KPI, when determining
quantitative materiality; and
•• 
impact of macro-economic activity on



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 £700,000 to £800,000 to
be material.
External Auditors


resolution to reappoint them will be
proposed at the forthcoming Annual

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

South Africa Inc. acts as the external
auditor to the South African companies,



Christopher Joll
Chairman – audit committee
12 Little Portland Street
London W1W8BJ
26 April 2023
56 Bisichi PLC

In accordance with your instructions we have carried out a valuation of the freehold property interests held as at 31 December

Having regard to the foregoing, we are of the opinion that the open market value as at 31 December 2022 of the interests owned
by the company was £10,465,000 being made up as follows:
£’000
Freehold 8,270
Leasehold 2,195
10,465
Leeds
20 February 2023
Carter Towler



5757Bisichi PLC

Company law requires the directors to


directors are required to prepare the

with UK-adopted international accounting
standards in conformity with the
requirements of the Companies Act
2006. The directors have elected to

statements in accordance with United

Practice (United Kingdom Accounting
Standards and applicable law). Under
company law the directors must not


and fair view of the state of affairs of the



the directors are required to:
•• select suitable accounting policies and
then apply them consistently;
•• make judgements and accounting
estimates that are reasonable and
prudent;
•• 
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

•• state with regard to the parent

applicable UK accounting standards
have been followed, subject to any
material departures disclosed and

•• 
going concern basis unless it is
inappropriate to presume that the

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

company’s transactions and disclose with
reasonable accuracy at any time the


statements comply with the Companies


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

performance, business model and
strategy.
Website publication
The directors are responsible for ensuring

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

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

statements contained therein.
Directors’ responsibilities
pursuant to DTR4

knowledge:
•• 
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 annual report includes a fair review
of the development and performance of


together with a description of the
principal risks and uncertainties that
they face.
Directors’ responsibilities statement


58 Bisichi PLC

Independent auditor report to the shareholders of
Bisichi Plc for the year ended 31 December 2021
Opinion



31 December 2022 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,




that has been applied in their preparation of

law and UK adopted international

reporting framework that has been applied
in the preparation of the parent company

United Kingdom Accounting Standards,


Accepted Accounting Practice).

• • 

of the parent company’s affairs as at 31


• • 
been properly prepared in accordance
with UK adopted international
accounting standards;
• • 
statements have been properly
prepared in accordance with United

Accounting Practice; and
• • 
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


accordance with the ethical requirements
that are relevant to our audit of the



other ethical responsibilities in
accordance with these requirements. We
believe that the audit evidence we have

provide a basis for our opinion.
Conclusions relating to going
concern

have concluded that the Directors’ use of
the going concern basis of accounting in

statements is appropriate.
Our evaluation of the directors

companies ability to continue to adopt the
going concern basis of accounting
including the following:
• • 
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

forecasts, clear consideration of external
factors including the COVID pandemic
and the war in Ukraine and the potential
liquidity impact of these on cash
balances including available facilities.
• • 
business at the year end date and
considered key trends in balance sheet
strength and business performance
over the last three years.
• • 
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

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

in respect of going concern.
Independent auditor report to the shareholders of Bisichi Plc
5959Bisichi PLC
Independent auditor report to the shareholders of Bisichi Plc
Based on the work we have performed,

uncertainties relating to events or
conditions that, individually or collectively,

ability to continue as a going concern for
a period of at least twelve months from

authorised for issue.

Company’s reporting on how they have

Code, we have nothing material to add or
draw attention to in relation to the

statements about whether the directors
considered it appropriate to adopt the
going concern basis of accounting.
Our responsibilities and the
responsibilities of the directors with
respect to going concern are described in
the relevant sections of this report.
However, because not all future events or
conditions can be predicted, this
statement is not a guarantee as to the

continue as a going concern.
Corporate Governance
Statement

directors’ statement in relation to going
concern, longer-term viability and that


Parent Company’s compliance with the
provisions of the UK Corporate

review.
Based on the work undertaken as part of
our audit, we have concluded that each of
the following elements of the Corporate


or our knowledge obtained during the
audit:
• • Directors’ statement with regards to the
appropriateness of adopting the going
concern basis of accounting and any

on page 38;
• • Directors’ explanation as to its
assessment of the company’s
prospects, the period this assessment
covers and why the period is
appropriate set out on page 38;
• • 
out a robust assessment of the
emerging and principal risks set out on
pages 19 to 23;
• • 
describes the review of effectiveness of
risk management and internal control
systems set out on page 36 and
• • The section describing the work of the

page 35.
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

looked at where the directors made
subjective judgements, for example in

estimates that involved making
assumptions and considering future
events that are inherently uncertain. As in
all of our audits 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.
60 Bisichi PLC
Independent auditor report to the shareholders of Bisichi Plc
We reported all audit differences found in
excess of our triviality threshold to the
directors and the management board.


materiality that is less than our overall


company was between £234,500 and
£23,300. The scope of our audit was

materiality as we set certain quantitative
thresholds for performance materiality
and use these thresholds as a
consideration tool to help to determine
the scope of our audit and the nature,
timing and extent of our audit procedures

items and disclosures and in evaluating
the effect of misstatements, both
individually and in aggregate on the

We determined component materiality for
the parent company to be capped at
below group materiality. This was also the
case for group subsidiaries registered
outside of the UK. For the lower risk
UK-registered trading subsidiaries, 4% of
those subsidiary’s net assets were used.
Performance materiality was set in the
range of 70-80% of each individual
materiality.
Our application of materiality
 
Materiality £711,200 (2021: £359,600) £710,000 (2021: £359,500)
Basis for determining
materiality
2% of net assets Capped below group materiality
Rationale for benchmark
applied
The group’s principal activity of that of
an exploration and mining operation and
investment property holdings. To this end the
business is highly asset focused. Therefore a
benchmark for materiality of the NA’s of the
group is considered to be appropriate.
The parent company materiality has been
capped at below group materiality. This was to
address the aggregation risk in the group audit.
Performance materiality £533,400 (2021: £269,700) £532,500 (2021: £269,600)
Basis for determining
performance materiality
75% of materiality Capped below group materiality
Rationale for
performance materiality
applied
On the basis of our risk assessments, together

control environment, our judgement was
that performance materiality was 75% of
our planning materiality. In assessing the
appropriate level, we consider the nature, the
number and impact of the audit differences

The parent company performance materiality
has been capped at below group performance
materiality. This was to address the aggregation
risk in the group audit.
Triviality threshold £35,560 (2021: £17,980) £35,500 (2021: £17,980)
Basis for determining
triviality threshold
5% of materiality Capped below group materiality
6161Bisichi PLC
Independent auditor report to the shareholders of Bisichi Plc
Coverage overview
Group revenue  Group net assets
Totals at 31 December
2022:
£95,110,894 £38,013,787 £35,560,822
Full statutory audit
(Kreston Reeves and BDO)
£95,111,894 (100%) £37,924,360 (99.8%) £35,285,511 (99.2%)
Limited procedures £Nil £89,427 (0.2%) £275,311 (0.8%)
We tailored the scope of our audit to

work to be able to give an opinion on

taking into account the structure of the

accounting processes and controls,
and the industry in which they operate.
Our scoping considerations for the


above limited assurance audit work –
which is to say the audit of balances
and transactions material at a group
level – was only applied in respect of a
small element of the group. The below
table summarises for the parent
company, and its subsidiaries, in terms
of the level of assurance gained:
Group component Level of assurance
Bisichi PLC 
Mineral Products Limited 
Bisichi (Properties) Limited 
Bisichi Northampton Limited 
Bisichi Mining (Exploration) Limited 
Black Wattle Colliery (Pty) Limited Full statutory audit (BDO)
Sisonke Coal Processing (Pty) Limited Full statutory audit (BDO)
Black Wattle Klipfontein (Pty) Limited Full statutory audit (BDO)
Bisichi Coal Mining (Pty) Limited Full statutory audit (BDO)
All other group undertakings 
62 Bisichi PLC
Independent auditor report to the shareholders of Bisichi Plc
Key audit matters
Key audit matters are those matters that,
in our professional judgment, were of



risks of material misstatement (whether

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

statements as a whole, and in forming our
opinion thereon, and we do not provide a
separate opinion on these matters. This is

our audit.
Revenue recognition: £95,110,894 (2021: £50,520,000)






generate cash.

coal and property rental income.
Coal revenue is recognised when the customer has a legally
binding obligation to settle under the terms of the contract.

on a straight-line basis over the term of the lease.
How our audit addressed the key risk
Sales of coal and coal processing services in the period were
tested from the trigger point of the sale to the point of recognition



included in signed lease agreements. Again, the recognition
stages detailed the relevant standards were carefully considered
to ensure revenue recognised was in line with these. This
substantive testing covered 100% of total property rental
revenues.

comparison to our expectations. Expectations were based on

assessments based on our knowledge gained of the business.
Cut-off of revenue was reviewed by analysing sales recorded

determining if the recognition applied was appropriate.
Walkthrough testing was performed to ensure that key systems
and controls in place around the revenue cycle operated as
designed.
The accuracy of revenue disclosures in the accounts were



15.
Key observations communicated to the Risk and Audit Committee

6363Bisichi PLC
Independent auditor report to the shareholders of Bisichi Plc
Valuation/impairment of investment properties: £10,635,000 (2021: £10,700,000)

Investment properties comprise freehold and long leasehold
land and buildings. Investment properties are carried at fair
value in accordance with IAS 40.
Investment properties are revalued annually by professional
external surveyors and included in the balance sheet at their

values of assets are recognised in the consolidated income
statement in the period to which they relate. In accordance
with IAS 40, investment properties are not depreciated.
The fair value of the head leases is the net present value of
the current head rent payable on leasehold properties until
the expiry of the lease.
How our audit addressed the key risk

was considered, especially in relation to long leasehold land and
buildings.
External valuation reports were obtained and vouched to stated
fair values. The competence and independence of the valuation
experts was carefully considered to ensure that the reports they
produce can be relied upon.
The key assumptions made within these reports were reviewed
and considered for reasonableness, including rental yield
analysis. We have further performed our own separate impairment

present material impairment indicators.
Key observations communicated to the Risk and Audit Committee

Valuation/impairment of mining reserves and development: £16,177,000 (2021: £8,896,000)

The purpose of mine development is to establish secure
working conditions and infrastructure to allow the safe and

Depreciation on mine development costs is not charged
until production commences or the assets are put to
use. On commencement of full commercial production,
depreciation is charged over the life of the associated mine
reserves extractable using the asset on a unit of production
basis.
The unit of production calculation is based on tonnes
mined as a ratio to proven and probable reserves
and also includes future forecast capital expenditure.
The cost recognised includes the recognition of any
decommissioning assets related to mine development.
How our audit addressed the key risk

considered to ensure capitalisation of costs to mine development
under IAS 16 was appropriate.
In considering impairment indicators, as governed by IAS 36,

variables were considered and stress-tested to assess headroom
between modelling and the value of mine development.
Consideration was given to the competence and independence of
the technical expert involved with the production of historic technical
reports on which the life of mine assessment is partially built.
Depreciation of mine development was recalculated based on
the unit of production basis to ensure accurately recorded. This
basis was also considered for reasonableness by reference to the
accounting policies of industry peers.
The accuracy and appropriateness of mine development

the mine development accounting cycle observed and audited.
Key observations communicated to the Risk and Audit Committee

statements.
64 Bisichi PLC
Other information
The other information comprises the
information included in the annual report

our auditor’s report thereon. The directors
are responsible for the other information
contained within the annual report. Our

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

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

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

remuneration report set out on pages 40

ended 31 December 2022. The directors
of the Company are responsible for the
preparation and presentation of the

the Companies Act 2006. Kreston


based on our audit conducted in
accordance with International Accounting


year, complies with the requirements of
the Companies Act 2006.
Our consideration of climate
change related risks

climate change and the transition to a low

considered in our audit where they have
the potential to directly or indirectly
impact key judgements and estimates


assessment of the potential impacts of
climate change. Climate risks have the
potential to materially impact the key
judgements and estimates within the

those risks that could be material to the
key judgement and estimates in the
assessment of the carrying value of
non-current assets and closure and
rehabilitation provisions.
The key judgements and estimates

incorporate actions and strategies, to the
extent they have been approved and can
be reliably estimated in accordance with

Accordingly, our key audit matters
address how we have assessed the

the extent they impact each key audit
matter. Our audit procedures were
performed with the involvement of our
climate change and valuation specialists.
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

statements are prepared is consistent

•• 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

company and its environment obtained in
the course of the audit, we have not

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
•• 
statements are not in agreement with
the accounting records and returns; or
•• certain disclosures of directors’

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 57), the directors are responsible


they give a true and fair view, and for
such internal control as the directors
determine is necessary to enable the

are free from material misstatement,
whether due to fraud or error.

directors are responsible for assessing the

continue as a going concern, disclosing,
as applicable, matters related to going
concern and using the going concern
basis of accounting unless the directors

parent company or to cease operations, or
have no realistic alternative but to do so.
Independent auditor report to the shareholders of Bisichi Plc
6565Bisichi PLC
Independent auditor report to the shareholders of Bisichi Plc
Auditor’s responsibilities for

statements
Our objectives are to obtain reasonable

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.

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


statements.
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

non-compliance with laws and regulations
related to health and safety, anti-bribery
and employment law. We considered the
extent to which non-compliance might

statements. We also considered those
laws and regulations that have a direct

statements such as the Companies Act

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

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

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 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

and regulations that may have an effect
on the determination of the amounts

statements, mainly relating to health
and safety, employee matters, bribery
and corruption practices, environmental
and certain aspects of company
legislation recognising the regulated

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.
•• Challenging assumptions and
judgements made by management in

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.
••
management, and review of
transactions throughout the period to
identify any previously undisclosed
transactions with related parties
outside the normal course of business.
••
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.
••
transactions and evaluation of the

supporting the transactions.
•• Identifying and testing journal entries,
in particular any manual entries made

preparation.
•• We ensured our global audit team

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

statements or non-compliance with
regulation. This risk increases the more
that compliance with a law or regulation is
removed from the events and

statements, as we will be less likely to
become aware of instances of non-
compliance.
66 Bisichi PLC
Independent auditor report to the shareholders of Bisichi Plc
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

statements, whether due to fraud or
error, design and perform audit
procedures responsive to those risks,
and obtain audit evidence that is

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

•• 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

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

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

parent company to cease to continue
as a going concern.
•• Evaluate the overall presentation,

statements, including the disclosures,

represent the underlying transactions
and events in a manner that achieves
fair presentation.
••

information of the entities or business


statements. We are responsible for the
direction, supervision and performance

responsible for our audit opinion.
We communicate with those charged
with governance regarding, among other
matters, the planned scope and timing of


internal control that we identify during
our audit.
Other matters which we are
required to address
We were reappointed by the audit

statements. Our total uninterrupted period
of engagement is 2 years, covering the
years ended 31 December 2021 and 31
December 2022.
The non-audit services prohibited by the

to the group or the parent company and we
remain independent of the group and the
parent company in conducting our audit.
During the period under review, agreed
upon procedures were completed in
respect of a number of the group’s service
charge accounts.
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: 27 April 2023

68 Consolidated income statement
69 
70 Consolidated balance sheet
72 
73 
74 
82 
108 Company balance sheet
109 Company statement of changes in equity
110 Company accounting policies
67Bisichi PLC
68 Bisichi PLC
Financial statements
Notes
2022
Trading
£’000
2022
Revaluations
and
impairment
£’000
2022
Total
£’000
2021
Trading
£’000
2021

and
impairment
£’000
2021
Total
£’000
Group revenue 2 95, 111 - 95,111 50,520 - 50,520
Operating costs 3 (55, 7 48) - (55, 7 48) (45,492) - (45,492)

fair value adjustments and exchange
movements
39,363 - 39,363 5,028 - 5,028
Depreciation 3 (1,093) - (1,093) (2,5 71) - (2,5 71)

adjustments and exchange movements
1 38,27 0 - 38,27 0 2,45 7 - 2,45 7
Exchange losses (27 0) - (270) (121) - (121)

investment properties
4 - (60) (60) - 255 255
 - 1,036 1,036 - 812 812
 1 38,000 976 38,97 6 2,336 1,06 7 3,403
Share of loss in joint ventures 13 - (89) (89) - (125) (125)
 38,000 8 87 38,887 2,336 942 3,2 7 8
Interest receivable 1 74 - 1 74 22 - 22
Interest payable 7 (1,04 7) - (1,04 7) (7 99) - (7 99)
 5 37 ,127 887 38,014 1,559 942 2,501
Taxation 8 (11,8 7 8) (30) (11,908) (453) (342) (7 95)
 25,249 857 26,106 1, 106 600 1, 7 06
Attributable to:
Equity holders of the company 16, 7 55 8 57 17 ,612 891 600 1,491
Non-controlling interest 27 8,494 - 8,494 215 - 215
 25,249 8 57 26,106 1, 106 600 1,7 06
 10 164.96p 13.96p
 10 164.96p 13.94p


and losses within Joint Ventures. The total column represents the consolidated income statement presented in accordance with
IAS 1.
Consolidated income statement
for the year ended 31 December 2022
Financial statements
Bisichi PLC 69
Financial statements


for the year ended 31 December 2022
2022
£’000
2021
£’000
 26, 106 1,7 06
Other comprehensive income/(expense):
Items that may be subsequently recycled to the income statement:
Exchange differences on translation of foreign operations (43) (60)
Other comprehensive income for the year net of tax (43) (60)
Total comprehensive income for the year net of tax 26,063 1,646
Attributable to:
Equity shareholders 17 ,593 1,439
Non-controlling interest 8,4 70 2 07
26,063 1,646
70 Bisichi PLC
Financial statements
Notes
2022
£’000
2021
£’000
Assets
Non-current assets
Investment properties 11 10,635 10, 7 00
Mining reserves, plant and equipment 12 16,377 9,065
Investments in joint ventures accounted for using equity method 13 1,041 1, 130
 13 12,590 3,631
Total non-current assets 40,643 24,526
Current assets
Inventories 16 5, 199 1,253
Trade and other receivables 17 6,437 8,626
Investments in listed securities held at FVPL 18 886 685
Cash and cash equivalents 10,590 3,018
Total current assets 23, 112 13,582
Total assets 63, 7 55 38, 108
Liabilities
Current liabilities
Borrowings 20 (3, 795) (2,666)
Trade and other payables 19 (13,282) (10,7 43)
Current tax liabilities (4,256) (7 26)
Total current liabilities (21,333) (14, 135)
Non-current liabilities
Borrowings 20 (3,930) (3,853)
Provision for rehabilitation 21 (1, 715) (1,390)
Lease liabilities 31 (344) (389)
Deferred tax liabilities 23 (87 2) (506)
Total non-current liabilities (6,861) (6, 138)
Total liabilities (28, 194) (20,2 7 3)
Net assets 35,561 17 ,835
Consolidated balance sheet
at 31 December 2022
7171Bisichi PLC
Financial statements Consolidated balance sheet
A R Heller G J Casey Company Registration No. 112155
Director Director
Notes
2022
£’000
2021
£’000
Equity
Share capital 24 1,068 1,068
Share premium account 258 258
Translation reserve (2,559) (2,540)
Other reserves 25 1,112 7 07
  33,923 18,019
Total equity attributable to equity shareholders 33,802 17 ,512
Non-controlling interest 27 1, 7 59 323
Total equity 35,561 17 ,835

behalf by:
72 Bisichi PLC
Financial statements
Share
capital
£’000
Share
Premium
£’000
Translation
reserves
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
£’000
Non-
controlling
interest
£’000
Total
equity
£’000
Balance at 1 January 2021 1,068 258 (2,488) 707 16,528 16,073 116 16,189
 - - - - 1,491 1,491 215 1, 706
Other comprehensive expense - - (52) - - (52) (8) (60)
Total comprehensive expense
for the year
- - (52) - 1,491 1,439 2 07 1,646
Dividend (note 9) - - - - - - - -
Balance at 1 January 2022 1,068 258 (2,540) 707 18,019 17 ,512 323 17 ,835
 - - - - 17 ,612 17 ,612 8,494 26, 106
Other comprehensive income - - (19) - - (19) (24) (43)
Total comprehensive income
for the year
- - (19) - 17 ,612 17 ,593 8,4 7 0 26,063
Dividend (note 9) - - - - (1, 708) (1, 7 08) (7 ,034) (8,7 42)
Share options cancelled - - - (142) - (142) - (142)
Share options issued - - - 5 47 - 5 47 - 5 47
Balance at 31 December 2022 1,068 258 (2,559) 1,112 33,923 33,802 1,7 59 35,561
Consolidated statement of changes

for the year ended 31 December 2022
7373Bisichi PLC
Financial statements
Year ended
31 December
2022
£’000
Year ended
31 December
2021
£’000

 38,97 6 3,403
Adjustments for:
Depreciation 1,093 2,5 71
 60 (255)
Share based payment expense 405 -
 (1,036) (812)
Exchange adjustments 270 121
 39, 7 68 5,028
Change in inventories (4,009) 2, 105
Change in trade and other receivables 2,307 (1,900)
Change in trade and other payables 1, 114 192
Cash generated from operations 39, 180 5,425
Interest received 1 75 22
Interest paid (7 28) (7 99)
Income tax paid (7 ,929) (216)
 30,698 4,432

Acquisition of reserves, property, motor vehicles, plant and equipment (8,480) (1, 7 81)
Disposal of reserves, property, motor vehicles, plant and equipment 20 -
Disposal of other investments 2,083 70 5
Acquisition of other investments (10,207) (1,630)
 (16,584) (2, 7 06)

Borrowings drawn 524 46
Borrowings and lease liabilities repaid (55) (317)
Equity dividends paid (641) -
Minority dividends paid
(7,034)
-
 (7 ,206) (271)
Net increase in cash and cash equivalents 6,908 1,455
Cash and cash equivalents at 1 January 482 (1,0 78)
Exchange adjustment (25) 105
Cash and cash equivalents at 31 December 7 ,365 482
Cash and cash equivalents at 31 December comprise:
Cash and cash equivalents as presented in the balance sheet 10,590 3,018
Bank overdrafts (secured) (3,225) (2,536)
7 ,365 482

for the year ended 31 December 2022
74 Bisichi PLC
Financial statements
Basis of accounting
The results for the year ended 31
December 2022 have been prepared in
accordance with UK-adopted
international accounting standards 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 page 55 of the Audit
Committee Report. 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:
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 structured trade finance
facility with Absa Bank Limited for
R85million is held by Sisonke Coal
Processing (Pty) Limited, a 100%
subsidiary of Black Wattle Colliery (Pty)
Limited. This facility comprises of a
R85million revolving facility to cover 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.
The directors expect that coal market
conditions for the Group’ will remain at a
stable and profitable level through 2023.
The directors therefore have a reasonable
expectation that the mine will achieve
positive levels of cash generation for the
Group in 2023. As a consequence, the
directors believe that the Group is well
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 Loan facility
outlined below.
The Group holds a 5 year term facility of
£3.9m with Julian Hodge Bank Limited at
an initial LTV of 40%. 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
debt package has a five year term and is
repayable at the end of the term in
December 2024. The overall interest cost
of the loan is 4.00% above the Bank of
England base rate. All covenants on the
loan were met during the year and 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 existing facility’s covenants are met
on an ongoing basis.
Dragon Retail Properties Limited
(“Dragon”), the Group’s 50% owned joint
venture, holds a Santander bank loan of
£1.143million secured against its
investment property, see note 14. The
bank loan is secured by way of a first
charge on specific freehold property at a
value of £2.03 million. The interest cost
of the loan is 2.75 per cent above the
bank’s base rate. A refinancing of this
loan is currently underway. The loan
originally expired in September 2020, but
has been extended to October 2023.
Santander have indicated that they are
willing to provide a new term loan and we
expect to complete this in the near future.
Group accounting policies
for the year ended 31 December 2022
£1 Sterling: Rand £1 Sterling: Dollar
2022 2021 2022 2021
Year-end rate 20.5785 20.7672 1.2102 1.3706
Annual average 20.1929 20.4060 1.2967 1.3685
7575Bisichi PLC
Financial statements Group accounting policies
In 2022 a disconnect in global energy
markets resulted in higher global energy
prices. Although the volatility in global
energy markets in 2023 is uncertain, the
Directors at present do not foresee
events having a significant negative
impact on the Group’s UK and South
African operations ability to remain in
operation for the foreseeable future.
As a result of the banking facilities held
as well as the acceptable levels of cash
expected to be held by the Group over
the next 12 months, the Directors believe
that the Group has adequate resources
to continue in operational existence for
the foreseeable future and that the Group
is well placed to manage its business
risks. Thus they continue to adopt the
going concern basis of accounting in
preparing the annual financial
statements.
International Financial Reporting
Standards (IFRS)
The Group has adopted all of the new
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
2022.
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. The application of these new
standards, amendments and
interpretations are not expected to have a
significant impact on the Group’s income
statement or balance sheet.
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 to have 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 7 years. This life of
mine is based on the Group’s existing
coal reserves including reserves acquired
but subject to regulatory approval. The
Group actively seeks and evaluates 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
experienced 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/amortisation
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 outflows.
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 part of
management’s assessment of the provision.
Details of the provision for mining
rehabilitation can be found in note 21.
76 Bisichi PLC
Financial statements Group accounting policies
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 2022 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 28%
reduction in average forecast coal prices
or a 31% 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.
Fair 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. However, 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
2022, 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 equi ty.
7777Bisichi PLC
Financial statements Group accounting policies
The definition of control assumes the
simultaneous fulfilment of the following
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 revenue 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 delivery
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 Terminal (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.
Lease 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.
Investment properties are carried at fair
value in accordance with IAS 40
‘Investment Properties’. Properties 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 fair 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 extraction of recoverable reserves.
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.
78 Bisichi PLC
Financial statements Group accounting policies
Post production stripping
In surface mining operations, the Group
may find it necessary to remove waste
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 flow 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
improved, 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
surface infrastructure. Residual values
and useful lives are reviewed, and
adjusted if appropriate, at each balance
sheet date. Changes to the estimated
residual values or useful lives are
accounted for prospectively. Heavy
surface mining and other plant and
equipment is depreciated at varying
rates depending upon its expected usage.
The depreciation rates generally applied
are:
Mining
equipment
5 – 10 per cent per annum
of the earlier of its useful
life or the life of the mine
Motor
vehicles
25 – 33 per cent per
annum
Office
equipment
10 – 33 per cent per annum
Provisions and contingent liabilities
Provisions are recognised when the
Group has a present obligation as a result
of a past event which it is probable will
result in an outflow of economic benefits
that can be reliably estimated.
A provision for rehabilitation of the mine
is initially recorded at present value and
the discounting effect is unwound over
time as a finance cost. Changes to the
provision as a result of changes in
estimates are recorded as an increase /
decrease in the provision and associated
decommissioning asset. The
decommissioning asset is depreciated in
line with the Group’s depreciation policy
over the life of mine. The provision
includes the restoration of the
underground, opencast, surface
operations and de-commissioning of plant
and equipment. The timing and final cost
of the rehabilitation is uncertain and will
depend on the duration of the mine life
and the quantities of coal extracted from
the reserves.
Management exercises judgment in
measuring the Group’s exposures 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.
7979Bisichi PLC
Financial statements Group accounting policies
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 41 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 (“FVTOCI”) or at fair value through
profit or loss (“FVPL”) depending upon
the business model for managing the
financial assets and the nature of the
contractual cash flow 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 reporting 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 assets.
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 asset expire, or when it
transfers the financial asset 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.
80 Bisichi PLC
Financial statements Group accounting policies
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
unamortised 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 contract 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 asset
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, excluding 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 available 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 fixed payments and variable
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
available 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 over
the lease term.
Investments
Current financial asset investments and
other investments 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.
Trade receivables
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.
Trade payables
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 over 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 key 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. Loans 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.
8181Bisichi PLC
Financial statements Group accounting policies
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
marketing, 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 other
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 net of
bank overdrafts that are repayable on
demand as per IAS 7. This includes the
structured trade finance facility 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 reports its
segment information. This is consistent
with the way the Group is managed and
with the format of the Group’s internal
financial reporting. Significant revenue
from transactions with any individual
customer, which makes up 10 percent or
more of the total revenue 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.
82 Bisichi PLC
Financial statements
1. SEGMENTAL REPORTING
2022
Business analysis
Mining
£’000
Property
£’000
Other
£’000
Total
£’000
Significant revenue customer A 57,381 - - 57,381
Significant revenue customer B 29,934 - - 29,934
Significant revenue customer C 2,167 - - 2,167
Other revenue 3,931 1,108 590 5,629
Segment revenue 93,413 1,108 590 95,111
Operating profit before fair value adjustments
& exchange movements
37,033 652 585 38,270
Revaluation of investments & exchange movements (270) (60) 1,036 706
Operating profit and segment result 36,763 592 1,621 38,976
Segment assets 25,911 12,682 13,478 52,071
Unallocated assets
– Non-current assets 53
– Cash & cash equivalents 10,590
Total assets excluding investment in joint ventures and assets held for sale 62,714
Segment liabilities (17,928) (2,536) (5) (20,469)
Borrowings (3,845) (3,880) - (7,725)
Total liabilities (21,773) (6,416) (5) (28,194)
Net assets 34,520
Non segmental assets
– Investment in joint ventures 1,041
Net assets as per balance sheet 35,561
Geographic analysis
United
Kingdom
£’000
South
Africa
£’000
Total
£’000
Revenue 1,698 93,413 95,111
Operating (loss)/profit and segment result (3,696) 42,672 38,976
Depreciation (41) (1,052) (1,093)
Non-current assets excluding investments 10,688 16,324 27,012
Total net assets 28,285 7, 276 35,561
Capital expenditure 46 8,434 8,480
Notes to the financial statements
for the year ended 31 December 2022
8383Bisichi PLC
Financial statements Notes to the financial statements
1. SEGMENTAL REPORTING CONTINUED
2021
Business analysis
Mining
£’000
Property
£’000
Other
£’000
Total
£’000
Significant revenue customer A 23,206 - - 23,206
Significant revenue customer B 12,656 - - 12,656
Significant revenue customer C 6,169 - - 6,169
Other revenue 7,195 1,119 175 8,489
Segment revenue 49,226 1,119 175 50,520
Operating profit before fair value adjustments
& exchange movements
1,695 592 170 2,457
Revaluation of investments & exchange movements (121) 255 812 946
Operating profit and segment result 1,574 847 982 3,403
Segment assets 17,350 12,242 4,319 33,911
Unallocated assets
– Non-current assets 48
– Cash & cash equivalents 3,018
Total assets excluding investment in joint ventures and assets held for sale 36,977
Segment liabilities (12,227) (1,522) (5) (13,754)
Borrowings (2,680) (3,839) - (6,519)
Total liabilities (14,907) (5,361) (5) (20,273)
Net assets 16,704
Non segmental assets
– Investment in joint ventures 1,131
Net assets as per balance sheet 17,835
Geographic analysis
United
Kingdom
£’000
South
Africa
£’000
Total
£’000
Revenue 1,294 49,222 50,516
Operating profit and segment result 687 2,716 3,403
Depreciation (32) (2,539) (2,571)
Non-current assets excluding investments 10,748 9,018 19,766
Total net assets 14,400 3,435 17,835
Capital expenditure 35 1,781 1,816
84 Bisichi PLC
Financial statements Notes to the financial statements
2. REVENUE
2022
£’000
2021
£’000
Revenue from contracts with customers:
Coal sales and processing 93,413 49,226
Service charges recoverable from tenants 98 130
Other:
Rental income 1,010 989
Other revenue 590 175
Revenue 95,111 50,520
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 derived from rental income and service charges recoverable from
tenants. This is consistent with the revenue information disclosed for each reportable 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. Revenue is measured based on the consideration specified in the contract with the customer or tenant.
3. OPERATING COSTS
2022
£’000
2021
£’000
Mining 43,209 38,008
Property 269 400
Cost of sales 43,478 38,408
Administration 13,363 9,655
Operating costs 56,841 48,063
The direct property costs are:
Direct property expense 250 351
Bad debts 19 49
269 400
Operating costs above include depreciation of £1,093,000 (2021: £2,571,000).
4. (LOSS)/GAIN ON REVALUATION OF INVESTMENT PROPERTIES
The reconciliation of the investment (deficit)/surplus to the gain on revaluation of investment properties in the income statement is
set out below:
2022
£’000
2021
£’000
Investment (deficit)/surplus (60) 255
Loss on valuation movement in respect of head lease payments (5) (26)
(Loss)/Gain on revaluation of investment properties (65) 229
8585Bisichi PLC
Financial statements Notes to the financial statements
5. PROFIT BEFORE TAXATION
Profit before taxation is arrived at after charging:
2022
£’000
2021
£’000
Staff costs (see note 29) 11,991 7,491
Depreciation 1,093 2,571
Exchange loss (270) (121)
Fees payable to the company’s auditor for the audit of the company’s annual accounts 50 51
Fees payable to the company’s auditor and its associates for other services:
The audit of the company’s subsidiaries pursuant to legislation 43 37
Audit related services - -
Non-audit related services - -
 (Increase)/Decrease in value of Inventory (4,009) 2,105
The directors consider the auditors were best placed to provide the above non-audit and audit related services which refer to
regulatory matters. The audit committee reviews the nature and extent of non-audit services to ensure that independence is
maintained.
6. DIRECTORS’ EMOLUMENTS
Directors’ emoluments are shown in the Directors’ remuneration report on page 40 which is within the audited part of that report.
7. INTEREST PAYABLE
2022
£’000
2021
£’000
On bank overdrafts and bank loans 507 554
Unwinding of discount 319 -
Lease liabilities 25 29
Other interest payable 196 216
Interest payable 1,047 799
86 Bisichi PLC
Financial statements Notes to the financial statements
8. TAXATION
2022
£’000
2021
£’000
(a) Based on the results for the year:
Current tax - UK - -
Current tax - Overseas 11,520 750
Corporation tax - adjustment in respect of prior year – UK - -
Current tax 11,520 750
Deferred tax 388 45
Total tax in income statement charge 11,908 795
(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
19.00% (2021: 19%).
The differences are explained below:
Profit/ Loss on ordinary activities before taxation 38,014 2,501
Tax on profit/ loss on ordinary activities at 19.00% (2021: 19.00%) 7,223 475
Effects of:
Expenses not deductible for tax purposes 280 49
Capital gains\(losses) on disposal 14 20
Differences in tax rates to UK Tax rate 4,491 260
Other differences (100) (9)
Adjustment in respect of prior years - -
Total tax in income statement (credit) / charge 11,908 795
(c) Analysis of United Kingdom and overseas tax:
United Kingdom tax included in above:
Current tax - -
Deferred tax (937) 152
(937) 152
Overseas tax included in above:
Current tax 11,520 750
Adjustment in respect of prior years - -
Current tax 11,520 750
Deferred tax 1,325 (107)
12,845 643
Overseas tax is derived from the Group’s South African mining operation. Refer to note 1 for a report on the Groups’ mining and
South African segmental reporting. The adjustment to tax rate arises due to the deferred tax rate used in the UK for the year of
25% (2021: 25%) and the corporation tax rate assessed in South Africa for the year of 28% (2021: 28%) being different from
the corporation tax rate in the UK.
8787Bisichi PLC
Financial statements Notes to the financial statements
9. SHAREHOLDER DIVIDENDS
2022
Per share
2022
£’000
2021
Per share
2021
£’000
Dividends paid during the year relating to the prior period 6p 641 - -
Dividends relating to the current period:
Interim dividend 10p 1,067 - -
Proposed final dividend 4p 427 4p 427
Proposed special dividend 8p 854 2p 214
22p 2,348 6p 641
The interim dividend for 2022 was approved by the Board on 30th August 2022, paid on 3rd February 2023 and accounted for as
payable as at 31 December 2022. The total dividends to shareholders accounted during the year of £1,708,000 (2021: £Nil) comprise
of dividends paid during the year relating to the prior period of £641,000 (2021: £Nil) and the interim dividend of £1,067,000 (£Nil).
The final and special dividends for 2022 are not accounted for until they have been approved 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 £17,612,000 (2021: £1,491,000). The basic profit/(loss) per share has been calculated on a weighted average of 10,676,839
(2021: 10,676,839) ordinary shares being in issue during the period. The diluted profit per share has been calculated on the
weighted average number of shares in issue of 10,676,839 (2021: 10,676,839) plus the dilutive potential ordinary shares arising
from share options of nil (2021: 21,923) totalling 10,676,839 (2021: 10,698,762).
11. INVESTMENT PROPERTIES
Freehold
£’000
Long
Leasehold
£’000
Head
Lease
£’000
Total
£’000
Valuation at 1 January 2022 8,230 2,295 175 10,700
Revaluation 40 (100) (5) (65)
Valuation at 31 December 2022 8,270 2,195 170 10,635
Valuation at 1 January 2021 7, 8 75 2,395 201 10,471
Revaluation 355 (100) (26) 229
Valuation at 31 December 2021 8,230 2,295 175 10,700
Historical cost
At 31 December 2022 5,851 728 - 6,579
At 31 December 2021 5,851 728 - 6,579
Long leasehold properties are those for which the unexpired term at the balance sheet date is not less than 50 years. All
investment properties are held for use in operating leases and all properties generated rental income during the period.
Freehold and Long Leasehold properties were externally professionally valued at 31 December on an open market basis by:
2022
£’000
2021
£’000
Carter Towler 10,465 10,525
The valuations were carried out in accordance with the Statements of Asset Valuation and Guidance Notes published by The Royal
Institution of Chartered Surveyors.
88 Bisichi PLC
Financial statements Notes to the financial statements
11. INVESTMENT PROPERTIES CONTINUED
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 for valuing assets such as those held by the Group.
Valuations are performed annually and are performed consistently across all investment properties in the Group’s portfolio. At
each reporting date appropriately qualified employees of the Group verify all significant inputs and review 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 offered to tenants, forecast growth rates, yields, EBITDA, discount rates, construction
costs including any specific site costs (for example section 106), professional fees, developer’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 property 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 extension 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 valuation hierarchy for assets and liabilities measured at fair value as follows:
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.
Level 3:  where one or more significant inputs to valuations are not based on observable market data
The inter-relationship between key unobservable inputs and the Groups’ properties is detailed in the table below:
Class of property
Level 3
Valuation
technique
Key
unobservable inputs
Carrying/
fair value
2022
£’000
Carrying/
fair value
2021
£’000
Range
(weighted
average)
2022
Range
(weighted
average)
2021
Freehold – external
valuation
Income
capitalisation
Estimated rental
value per sq ft p.a
8,270 8,230 £4 – £29
(£21)
£6 – £29
(£21)
Equivalent Yield 8.9% – 15.8%
(11.4%)
8.9% –
14.7%
(11.2%)
Long leasehold –
external valuation
Income
capitalisation
Estimated rental
value per sq ft p.a
2,195 2,295 £8 – £8
(£8)
£9 – £9
(£9)
Equivalent yield 9.8% – 9.8%
(9.8%)
9.8% – 9.8%
(9.8%)
At 31 December 2022
10,465 10,525
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.
8989Bisichi PLC
Financial statements Notes to the financial statements
11. INVESTMENT PROPERTIES CONTINUED
The table below illustrates the impact of changes in key unobservable inputs on the carrying / fair value of the Group’s properties:
Estimated rental
value 10% increase
or decrease
Equivalent yield
25 basis point
contraction or expansion
2022
£’000
2021
£’000
2022
£’000
2021
£’000
Freehold – external valuation 827 / (827) 823 / (823) 205 / (195) 203 / (193)
Long Leasehold – external valuation 220 / (220) 230 / (230) 57 / (55) 60 / (57)
12. MINING RESERVES, PLANT AND EQUIPMENT
Mining
reserves
£’000
Mining
equipment
and develop-
ment costs
£’000
Motor
vehicles
£’000
Office
equipment
£’000
Total
£’000
Cost at 1 January 2022 1,097 29,063 396 179 30,735
Exchange adjustment (13) 134 3 1 125
Additions 1,248 7, 1 17 55 60 8,480
Disposals - (23) (69) (72) (164)
Cost at 31 December 2022 2,332 36,291 385 168 39,176
Accumulated depreciation at 1 January 2022 1,089 20,167 264 150 21,670
Exchange adjustment 10 166 3 1 180
Charge for the year - 1,037 38 18 1,093
Disposals - (23) (49) (72) (144)
Accumulated depreciation at 31 December 2022 1,099 21,347 256 97 22,799
Net book value at 31 December 2022 1,233 14,944 129 71 16,377
Cost at 1 January 2021 1,138 28,371 372 174 30,055
Exchange adjustment (41) (1,059) (11) (4) (1,115)
Additions - 1,772 35 9 1,816
Disposals - (21) - - (21)
Cost at 31 December 2021 1,097 29,063 396 179 30,735
Accumulated depreciation at 1 January 2021 1,123 18,399 215 144 19,881
Exchange adjustment (41) (710) (7) (3) (761)
Charge for the year 7 2,499 56 9 2,571
Disposals - (21) - - (21)
Accumulated depreciation at 31 December 2021 1,089 20,167 264 150 21,670
Net book value at 31 December 2021 8 8,896 132 29 9,065
90 Bisichi PLC
Financial statements Notes to the financial statements
12. MINING RESERVES, PLANT AND EQUIPMENT CONTINUED
Included in the above line items are right-of-use assets over the following:
Mining
Equipment
and develop-
ment costs
£’000
Motor
vehicles
£’000
Total
£’000
Net book value at 1 January 2022 219 48 267
Additions - - -
Exchange adjustment 5 - 5
Depreciation (38) (27) (65)
Net book value at 31 December 2022 186 21 207
Net book value at 1 January 2021 263 45 308
Additions - 35 35
Exchange adjustment (6) - (6)
Depreciation (38) (32) (70)
Net book value at 31 December 2021 219 48 267
13. INVESTMENTS HELD AS NON-CURRENT ASSETS
2022
Net
investment in
joint
ventures
assets
£’000
2022
Other
£’000
2021
Net
investment
in joint
ventures
assets
£’000
2021
Other
£’000
At 1 January 1,130 3,631 1,255 1,746
Gain in investment - 718 - 701
Additions - 9,758 - 1,630
Disposals - (1,517) - (446)
Share of (loss)/gain in joint ventures (89) - (125) -
Net assets at 31 December 1,041 12,590 1,130 3,631
Other investments comprise of the following:
2022
£’000
2021
£’000
Net book value of unquoted investments - -
Net book and market value of readily realisable investments listed on stock exchanges in the United
Kingdom
6,782 1,564
Net book and market value of readily realisable investments listed on overseas stock exchanges 5,808 2,067
12,590 3,631
9191Bisichi PLC
Financial statements Notes to the financial statements
14. JOINT VENTURES
Development Physics Limited
The company owns a third of the issued share capital of Development Physics Limited, an unlisted property development company.
At year end, the negative carrying value of the investment held by the Group was £14,000 (2021: £3,000). The remaining two
thirds is held equally by London & Associated Properties PLC and Metroprop Real Estate Ltd. Development Physics Limited is
incorporated in England and Wales and its registered address is 12 Little Portland Street, London, W1W8BJ. It has issued share
capital of 99 (2021: 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 Retail Properties Limited, an unlisted property investment
company. At year end, the carrying value of the investment held by the Group was £606,000 (2021: £637,000). The remaining
50% is held by London & Associated Properties PLC. Dragon Retail Properties Limited is incorporated in England and Wales and
its registered address is 12 Little Portland Street, London, W1W8BJ. It has issued share capital of 500,000 (2021: 500,000)
ordinary shares of £1 each. No dividends were received during the period. It holds a Santander bank loan of £1.143million secured
against its investment property. The bank loan of £1.143million is secured by way of a first charge on specific freehold property at a
value of £2.038 million. The interest cost of the loan is 2.75 per cent above the bank’s base rate. A refinancing of this loan is
currently underway. The loan originally expired in September 2020, but has been extended to October 2023. Santander have
indicated that they are willing to provide a new term loan and we expect to complete this in the near future.
West 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 value of the investment held by the Group was £449,000 (2021: £496,000). 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, W1W8BJ. It has issued share capital of 1,000,000 (2021: 1,000,000) ordinary shares
of £1 each. No dividends were received during the period.
92 Bisichi PLC
Financial statements Notes to the financial statements
14. JOINT VENTURES CONTINUED
Development
Physics
£’000
Dragon
£’000
West
Ealing
£’000
2022
£’000
Development
Physics
£’000
Dragon
£’000
West
Ealing
£’000
2021
£’000
Turnover - 168 53 221 - 168 58 226
Profit and loss:
(Loss)/Profit before depreciation,
interest and taxation
(33) (5) (71) (109) (10) (32) (215) (257)
Depreciation and amortisation - (3) - (3) - (3) - (3)
(Loss)/Profit before interest and
taxation
(33) (8) (71) (112) (10) (35) (215) (260)
Interest Income - - - - - - - -
Interest expense - (51) (1) (52) - (31) (1) (32)
(Loss)/Profit before taxation (33) (59) (72) (164) (10) (66) (216) (292)
Taxation - (2) (34) (36) - - 38 38
(Loss)/Profit after taxation (33) (61) (106) (200) (10) (66) (178) (254)
Balance sheet
Non-current assets - 2,038 - 2,038 - 2,091 - 2,091
Cash and cash equivalents 2 107 9 118 - 27 5 32
Property inventory 348 - 8,112 8,460 232 - 7,494 7, 7 2 6
Other current assets 2 269 47 318 27 374 70 471
Current borrowings - (1,143) (4,399) (5,542)
Other current liabilities (395) (59) (2,862) (3,316) (269) (53) (6,549) (6,871)
Net current assets (43) (826) 907 38 (10) 348 1,020 1,358
Non-current borrowings - - (9) (9) - (1,165) (28) (1,193)
Other non-current liabilities - - - - - - - -
Net assets at 31 December (43) 1,212 898 2,067 (10) 1,274 992 2,256
Share of net assets at 31 December (14) 606 449 1,041 (3) 637 496 1,130
9393Bisichi PLC
Financial statements Notes to the financial statements
15. SUBSIDIARY COMPANIES
The company owns the following ordinary share capital of the subsidiaries which are included within the consolidated financial statements:
Activity
Percentage
of share
capital Registered address
Country of
incorporation
Directly held:
Mineral Products Limited Share dealing 100% 12 Little Portland Street, London,
W1W8BJ
England and Wales
Bisichi (Properties) Limited Property 100% 12 Little Portland Street, London,
W1W8BJ
England and Wales
Bisichi Northampton Limited Property 100% 12 Little Portland Street, London,
W1W8BJ
England and Wales
Bisichi Trustee Limited Property 100% 12 Little Portland Street, London,
W1W8BJ
England and Wales
Urban First (Northampton) Limited Property 100% 12 Little Portland Street, London,
W1W8BJ
England and Wales
Bisichi Mining (Exploration) Limited Holding
company
100% 12 Little Portland Street, London,
W1W8BJ
England and Wales
Ninghi Marketing Limited Dormant 90.1% 12 Little Portland Street, London,
W1W8BJ
England and Wales
Bisichi Mining Management
Services Limited
Dormant 100% 12 Little Portland Street, London,
W1W8BJ
England and Wales
Bisichi Coal Mining (Pty) Limited Coal mining 100% Samora Machel Street, Bethal Road,
Middelburg, Mpumalanga, 1050
South Africa
Indirectly held:
Black Wattle Colliery (Pty) Limited Coal mining 62.5% Samora Machel Street, Bethal Road,
Middelburg, Mpumalanga, 1050
South Africa
Sisonke Coal Processing (Pty) Limited Coal
processing
62.5% Samora Machel Street, Bethal Road,
Middelburg, Mpumalanga, 1050
South Africa
Black Wattle Klipfontein (Pty) Limited Coal mining 62.5% Samora Machel Street, Bethal Road,
Middelburg, Mpumalanga, 1050
South Africa
Amandla Ehtu Mineral Resource
Development (Pty) Limited
Dormant 70% Samora Machel Street, Bethal Road,
Middelburg, Mpumalanga, 1050
South Africa
Details on the non-controlling interest in subsidiaries are shown under note 27.
16. INVENTORIES
2022
£’000
2021
£’000
Coal
Washed 4,758 1,185
Mining Production 162 59
Work in progress 221 -
Other 58 9
5,199 1,253
The amount of inventories recognised as an expense during the period was £35,969,000 (2021: £32,912,000).
94 Bisichi PLC
Financial statements Notes to the financial statements
17. TRADE AND OTHER RECEIVABLES
2022
£’000
2021
£’000
Financial assets falling due within one year:
Trade receivables 4,067 6,328
Amount owed by joint venture 1,379 1,067
Other receivables 860 984
Non-financial instruments falling due within one year:
Prepayments and accrued income 131 247
6,437 8,626
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 allowance for trade receivables 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 relevant and current observable data. The Group applies a general approach on all other receivables classified as
financial assets. At year end, the Group allowance for doubtful debts provided against trade receivables was £89,000 (2021:
£140,000).
18. INVESTMENTS IN LISTED SECURITIES HELD AT FVPL
2022
Other
£’000
2021
Other
£’000
At 1 January 685 833
Gain in investments 318 110
Additions 449 -
Disposals (566) (258)
Market value at 31 December 886 685
2022
£’000
2021
£’000
Market value of listed Investments:
Listed in Great Britain 686 478
Listed outside Great Britain 200 207
886 685
Original cost of listed investments 846 846
Unrealised surplus / deficit of market value versus cost 40 (161)
9595Bisichi PLC
Financial statements Notes to the financial statements
19. TRADE AND OTHER PAYABLES
2022
£’000
2021
£’000
Trade payables 8,519 7,1 7 1
Amounts owed to joint ventures 120 156
Lease liabilities (Note 31) 54 65
Other payables 2,000 2,281
Accruals 2.366 844
Deferred Income 223 226
13,282 10,743
20. FINANCIAL LIABILITIES – BORROWINGS
Current Non-current
2022
£’000
2021
£’000
2022
£’000
2021
£’000
Bank overdraft (secured) 3,225 2,536 - -
Bank loan (secured) 570 130 3,930 3,853
3,795 2,666 3,930 3,853
2022
£’000
2021
£’000
Bank overdraft and loan instalments by reference to the balance sheet date:
Within one year 3,795 2,666
From one to two years 3,906 11
 From two to five years 24 3,842
7,7 2 5 6,519
Bank overdraft and loan analysis by origin:
United Kingdom 3,880 3,839
Southern Africa 3,845 2,680
7,7 2 5 6,519
In South Africa, an R85million trade facility is held with Absa Bank Limited by Sisonke Coal Processing (Pty) Limited (“Sisonke Coal
Processing”) in order to cover the working 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 way of a first charge over specific pieces of mining equipment, inventory and the debtors of the relevant company which holds
the loan which are included in the financial statements at a value of £11,482,554 (2021: £8,843,219). All banking covenants were
either adhered to or waived by Absa Bank Limited during the year.
In the UK, the Group holds a £3.96million term loan facility with Julian Hodge Bank Limited. The loan is secured against the
Group’s UK retail property portfolio. The debt package has a five year term and is repayable at the end of the term in December
2024. The overall interest cost of the loan is 4.00% above the Bank of England base rate. The loan is secured by way of a first
charge over the investment properties in the UK which are included in the financial statements at a value of £10,465,000 (2021:
£10,525,000). No banking covenants were breached by the Group during the year.
96 Bisichi PLC
Financial statements Notes to the financial statements
20. FINANCIAL LIABILITIES – BORROWINGS CONTINUED
Consistent with others in the mining and property industry, the Group monitors its capital by its gearing levels. 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 follows:
2022
£’000
2021
£’000
Total bank loans and overdraft 7,7 2 5 6,519
Less cash and cash equivalents (excluding overdraft) (10,590) (3,018)
Net debt (2,865) 3,501
Total equity attributable to shareholders of the parent 33,802 17,512
Gearing (8.5%) 20.0%
Analysis of the changes in liabilities arising from financing activities:
Bank
borrowings
£’000
Bank
overdrafts
£’000
Lease
liabilities
£’000
2022
£’000
Bank
borrowings
£’000
Bank
overdrafts
£’000
Lease
liabilities
£’000
2021
£’000
Balance at 1 January 3,983 2,536 454 6,973 4,207 4,846 508 9,561
Exchange adjustments (9) 11 5 7 (10) (138) (6) (154)
Cash movements
excluding exchange
adjustments
525 678 (56) 1,147 (214) (2,172) (57) (2,443)
Additions - - (5) (5) - - 9 9
Balance at 31 December 4,499 3,225 398 8,122 3,983 2,536 454 6,973
21. PROVISION FOR REHABILITATION
2022
£’000
2021
£’000
As at 1 January 1,390 1,442
Exchange adjustment 6 (52)
Increase in provision - -
Unwinding of discount 319 -
As at 31 December 1,715 1,390
9797Bisichi PLC
Financial statements Notes to the financial statements
22. FINANCIAL INSTRUMENTS
Total financial assets and liabilities
The Group’s financial assets and liabilities are as follows, representing both the fair value and the carrying value:
Financial
Assets
measured
at
amortised
cost
£’000
Financial
Liabilities
measured
at
amortised
cost
£’000
Investments
held at
FVPL
£’000
2022
£’000
Financial
Assets
measured
at
amortised
cost
£’000
Financial
Liabilities
measured
at
amortised
cost
£’000
Investments
held at
FVPL
£’000
2021
£’000
Cash and cash equivalents 10,590 - - 10,590 3,018 - - 3,018
Non-current other investments
held at FVPL
- - 12,590 12,590 - - 3,631 3,631
Investments in listed securities
held at FVPL
- - 886 886 - - 685 685
Trade and other receivables 6,306 - - 6,306 8,379 - - 8,379
Bank borrowings and overdraft - (7,725) - (7,725) - (6,519) - (6,519)
Lease Liabilities - (398) - (398) - (454) - (454)
Other liabilities - (17,261) - (17,261) - (11,178) - (11,178)
16,896 (25,384) 13,476 4,988 11,397 (18,151) 4,316 (2,438)
Investments in listed securities held at fair value through profit and loss fall under level 1 of the fair value hierarchy into which fair
value measurements are recognised in accordance with the levels set out in IFRS 7. The comparative figures for 2021 fall under the
same category of financial instrument as 2022.
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 contractual cash flows at the current market interest rates for UK borrowings
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 level 2 of the fair value hierarchy and is estimated by discounting the future contractual cash flows at the current
market interest rates.
Treasury policy
Although no derivative transactions were entered into during the current and prior year, the Group may use derivative transactions
such as interest rate swaps and forward exchange 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 rate risk, liquidity risk, market 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 effects 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 cashflows associated with the instrument will fluctuate due to
changes in market interest rates. Interest rate risk arises from interest bearing financial assets and liabilities that the Group uses.
Treasury activities take place under procedures and policies approved and monitored by the Board to minimise the financial risk
faced by the Group. Interest bearing assets comprise cash and cash equivalents which are considered to be short-term liquid
assets and loans to joint ventures.
Interest bearing borrowings comprise bank loans, bank overdrafts and variable rate finance lease obligations. The rates of interest
vary based on Bank of England in the UK and PRIME in South Africa.
98 Bisichi PLC
Financial statements Notes to the financial statements
22. FINANCIAL INSTRUMENTS CONTINUED
As at 31 December 2022, with other variables unchanged, a 1% increase or decrease in interest rates, on investments and
borrowings whose interest rates are not fixed, would respectively change the profit/loss for the year by £35,000 (2021: £80,000).
The effect on equity of this change would be an equivalent decrease or increase for the year of £35,000 (2021: £80,000).
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 facilities in the UK in Bisichi PLC and in South Africa in Black Wattle Colliery (Pty) Ltd.
The following table sets out the maturity profile of contractual undiscounted cash flows of financial liabilities as at 31 December:
2022
£’000
2021
£’000
Within one year 21,511 14,122
From one to two years 4,259 238
From two to five years 479 4,391
Beyond five years 126 129
26,375 18,880
The following table sets out the maturity profile of contractual undiscounted cash flows of financial liabilities as at 31 December
maturing within one year:
2022
£’000
2021
£’000
Within one month 15,635 11,509
From one to three months 4,150 1,699
From four to twelve months 1,726 914
21,511 14,122
In South Africa, an R85million trade facility is held with Absa Bank Limited by Sisonke Coal Processing (Pty) Limited (“Sisonke Coal
Processing”) in order to cover the working 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 cashflow statement.
In the UK, the Group holds a £3.96million term loan facility with Julian Hodge Bank Limited. The loan is secured against the
Group’s UK retail property portfolio. The debt package has a five year term and is repayable at the end of the term in December
2024. The overall interest cost of the loan is 4.00% above the Bank of England base rate.
As a result of the above agreed banking facilities, the Directors believe that the Group is well placed to manage its liquidity risk.
Credit risk
The Group is mainly exposed to credit risk on its cash and cash equivalents, trade and other receivables and amounts owed 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 year end amounted to £16,896,000 (2021: £11,397,000).
To mitigate risk on its cash and cash equivalents, the Group only deposits surplus cash with well-established financial institutions
of high quality credit standing.
9999Bisichi PLC
Financial statements Notes to the financial statements
22. FINANCIAL INSTRUMENTS CONTINUED
The Group’s credit risk is primarily attributable to its trade receivables. Trade debtor’s credit ratings are reviewed regularly. The
Group’s review includes measures such as the use of external ratings and establishing purchase limits for each customer. The
Group had amounts due from its significant revenue customers at the year end that represented 84% (2021: 53%) of the trade
receivables balance. These amounts have been subsequently settled. The Group approach to measure the credit loss allowance
for trade receivables is outlined in note 17. At year end, the Group allowance for doubtful debts provided against trade receivables
was £89,000 (2021: £140,000). As at year end the amount of trade receivables held past due date less credit loss allowances was
£159,000 (2021: £201,000). To date, the amount of trade receivables held past due date less credit loss allowances that has not
subsequently been settled is £122,000 (2021: £106,000). Management have no reason to believe that this amount will not be
settled.
The Group exposure to credit risk on its loans to joint ventures and other receivables is mitigated through ongoing review 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 2022, cash at bank and in hand amounted to £10,712,000 (2021: £3,018,000) 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 except for certain export sales which are invoiced 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. Funding is also in local currencies other than inter-company investments and loans and it is also not the Group’s
policy to obtain forward contracts to mitigate foreign exchange risk on these amounts. During 2022 and 2021 the Group did not
hedge its exposure of foreign investments held in foreign currencies.
The principal currency risk to which the Group is exposed in regard to inter-company balances is the exchange rate between
Pounds sterling and South African Rand. It arises as a result of the retranslation of Rand denominated inter-company trade
receivable balances held within the UK which are payable by South African Rand functional currency subsidiaries.
Based on the Group’s net financial assets and liabilities as at 31 December 2022, a 25% strengthening of Sterling against the
South African Rand, with all other variables held constant, would decrease the Group’s profit after taxation by £121,000 (2021:
£218,000). A 25% weakening of Sterling against the South African Rand, with all other variables held constant would increase the
Group’s profit after taxation by £201,000 (2021: £364,000). The 25% sensitivity has been determined based on the average
historic volatility of the exchange rate.
The table below shows the currency profiles of cash and cash equivalents:
2022
£’000
2021
£’000
Sterling 7,7 7 9 1,397
South African Rand 2,238 1,017
US Dollar 573 604
10,590 3,018
Cash and cash equivalents earn interest at rates based on Bank of England rates in Sterling and Prime in Rand.
100 Bisichi PLC
Financial statements Notes to the financial statements
22. FINANCIAL INSTRUMENTS CONTINUED
The tables below shows the currency profiles of net monetary assets and liabilities by functional currency of the Group:
2022:
Sterling
£’000
South
African
Rands
£’000
Sterling 14,715 -
South African Rand 45 (11,743)
US Dollar 1,971 -
16,731 (11,743)
2021:
Sterling
£’000
South
African
Rands
£’000
Sterling 1,123 -
South African Rand 65 (5,088)
US Dollar 1,462 -
2,650 (5,088)
23. DEFERRED TAXATION
2022
£’000
2021
£’000
As at 1 January 506 474
Recognised in income 388 45
Exchange adjustment (22) (13)
As at 31 December 872 506
The deferred tax balance comprises the following:
Revaluations 671 641
Capital allowances 3,855 2,253
Short term timing difference (813) (832)
Unredeemed capital deductions (1,439) (1,057)
Losses and other deductions (1,402) (499)
872 506
Refer to note 8 for details of deferred tax recognised in income in the current year. Tax rates of 25% (2021: 25%) in the UK and
27% (2021: 28%) in South Africa were utilised to calculate year end deferred tax balances.
101101Bisichi PLC
Financial statements Notes to the financial statements
24. SHARE CAPITAL
2022
£’000
2021
£’000
Authorised: 13,000,000 ordinary shares of 10p each 1,300 1,300
Allotted and fully paid:
2022
Number of
ordinary
shares
2021
Number of
ordinary
shares
2022
£’000
2021
£’000
At 1 January and outstanding at 31 December 10,676,839 10,676,839 1,068 1,068
25. OTHER RESERVES
2022
£’000
2021
£’000
Equity share options 1,026 621
Net investment premium on share capital in joint venture 86 86
1,112 707
26. SHARE BASED PAYMENTS
Details of the share option scheme are shown in the Directors’ remuneration report on page 41 under the heading Share option
schemes which is within the audited part of this report. Further details of the share option schemes are set out below.
The Bisichi PLC Unapproved Option Schemes:
Year of grant
Subscription
price per share
Period within
which options
exercisable
Number of share
for which options
outstanding at
31 December 2021
Number of
share options
lapsed/surrendered
/awarded
during year
Number of share for
which options
outstanding at
31 December 2022
2015 87.0p Sep 2015 – Sep 2025 300,000 (300,000) -
2018 73.50p Feb 2018 – Feb 2028 380,000 (380,000) -
2022 352.0p Sep 2022 – Sep 2032 - 760,000 760,000
102 Bisichi PLC
Financial statements Notes to the financial statements
26. SHARE BASED PAYMENTS CONTINUED
On 1 September 2022, the company entered into an agreement with A Heller and G. Casey to cancel the 300,000 options which
were granted in 2015 and 380,000 options which were granted in 2018. The aggregate consideration paid by the group to effect
the cancellation was £1,853,270. 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 options at an exercise 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 2022. 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%
2022
Number
2022
Weighted
average
exercise
price
2021
Number
2021
Weighted
average
exercise
price
Outstanding at 1 January 680,000 79.46p 680,000 79.46p
Lapsed/Surrendered/cancelled during the year (680,000) 79.46p - -
Issued during the year 760,000 352.00p - -
Outstanding at 31 December 760,000 352.00p 680,000 79.46p
Exercisable at 31 December 760,000 352.00p 680,000 79.46p
27. NON-CONTROLLING INTEREST
2022
£’000
2021
£’000
As at 1 January 323 116
Issue of shares in subsidiary 1 -
Share of profit/(loss) for the year 8,494 215
Dividends paid (7,034) -
Exchange adjustment (25) (8)
As at 31 December 1,759 323
103103Bisichi PLC
Financial statements Notes to the financial statements
27. NON-CONTROLLING INTEREST CONTINUED
The non-controlling interest comprises of a 37.5% interest in Black Wattle Colliery (Pty) Ltd and its wholly owned subsidiary
Sisonke Coal Processing (Pty) Ltd. Black Wattle Colliery (Pty) Ltd is a coal mining company and Sisonke Coal Processing (Pty) Ltd
is a coal processing company both incorporated in South Africa. Summarised financial information reflecting 100% of the
underlying consolidated relevant figures of Black Wattle Colliery (Pty) Ltd’s and its wholly owned subsidiary Sisonke Coal
Processing (Pty) Ltd is set out below.
2022
£’000
2021
£’000
Revenue 93,356 49,225
Expenses (63,289) (47,787)
Profit/(loss) for the year 30,067 1,438
Other comprehensive Income - -
Total comprehensive income for the year 30,067 1,438
Balance sheet
Non-current assets 16,325 9,019
Current assets 11,752 9,329
Current liabilities (18,873) (14,287)
Non-current liabilities (3,522) (1,904)
Net assets at 31 December 5,682 2,157
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 Wattle Colliery (Pty) Ltd was increased from 136 shares to 1,000 shares at par of R1 (South
African Rand) through the following 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 by Vunani Mining (Pty) Ltd
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 following share issue:
 a subscription of 1 “B” Share at par by Bisichi Mining (Exploration Limited);
 a subscription of 1 “B” Share at par by Vunani Mining (Pty) Ltd
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 they will have no dividend rights until such time as the dividends
paid by Black Wattle Colliery (Pty) Ltd on the ordinary shares subsequent to 30 October 2008 will equate to R832,075,000.
A non-controlling interest of 15% in Black Wattle Colliery (Pty) Ltd 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 Vunani Mining (Pty) Ltd after such time as the
profits available for distribution, in Black Wattle Colliery (Pty) Ltd, before any payment of dividends after 30 October 2008, exceeds
R832,075,000.
The “B” shares rank pari passu with the ordinary shares save that they have sole rights to the distributable profits attributable to
certain mining reserves held by Black Wattle Colliery (Pty) Ltd. A non-controlling interest is recognised for all profits distributable to
the “B” shares held by Vunani Mining (Pty) Ltd from the date of issue of the shares (12 April 2022).
104 Bisichi PLC
Financial statements Notes to the financial statements
28. RELATED PARTY TRANSACTIONS
At 31 December During the year
Amounts
owed
to related
party
£’000
Amounts
owed
by related
party
£’000
Costs
recharged
(to)/by
related
party
£’000
Cash paid
(to)/by
related
party
£’000
Related party:
London & Associated Properties PLC (note (a)) - - 200 (241)
West Ealing Projects Limited (note (b)) - (1,237) - (239)
Dragon Retail Properties Limited (note (c)) 120 - (36) -
Development Physics Limited (note (d)) - (142) - (75)
As at 31 December 2022 120 (1,379) 164 (555)
London & Associated Properties PLC (note (a)) 41 - 200 (192)
West Ealing Projects Limited (note (b)) - (998) - (158)
Dragon Retail Properties Limited (note (c)) 156 - (36) 44
Development Physics Limited (note (d)) - (67) - (67)
As at 31 December 2021 197 (1,065) 164 (373)
(a) London & Associated Properties PLC – London & Associated Properties PLC (“LAP”) is a substantial shareholder and parent
company of Bisichi PLC. 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 owns only 41.52% of the issued ordinary share capital. However, LAP is deemed under IFRS 10 to have
effective control of Bisichi PLC for accounting purposes.
(b) West Ealing Projects Limited – West 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 by the company and London & Associated Properties PLC.
Dragon is accounted as a joint venture and is treated as a non-current asset investment.
(d) Development Physics Limited – Development Physics Limited (“DP”) is an unlisted property company incorporated in England
and Wales. DP is owned equally by the company, London & Associated Properties PLC and Metroprop Real Estate Ltd 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 shown in the Directors’ Remuneration Report on pages 40 and 41 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 £580,000 (2021: £189,000). In 2012 a loan was made to
one of the directors, Mr A R Heller, for £116,000. Interest is payable on the Director’s Loan at a rate of 6.14 per cent. There is no
fixed repayment date for the Director’s Loan. The loan amount outstanding at year end was £41,000 (2021: £41,000) and no
repayment (2021: £nil) was made during the year.
The non-controlling interest to Vunani Mining (Pty) Ltd is shown in note 27. In addition, the Group holds an investment in Vunani
Limited with a fair value of £44,000 (2021: £45,000) and an investment in Vunani Capital Partners (Pty) Ltd of £189,000 (2021:
£38,000). Both are related parties to Vunani Mining (Pty) Ltd and are classified as non-current available for sale investments.
105105Bisichi PLC
Financial statements Notes to the financial statements
29. EMPLOYEES
2022
£’000
2021
£’000
Staff costs during the year were as follows:
Salaries 8,891 6,995
Social security costs 580 189
Pension costs 300 307
Share based payments 2,220 -
11,991 7,491
2022 2021
The average weekly numbers of employees of the Group during the year were as follows:
Production 213 214
Administration 15 15
228 229
30. CAPITAL COMMITMENTS
2022
£’000
2021
£’000
Commitments for capital expenditure approved and contracted for at the year end - -
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 2022 is as follows:
Mining
Equipment &
Development
costs
£’000
Motor
Vehicles
£’000
Head
Lease
Property
£’000
2022
£’000
2021
£’000
Within one year 45 12 14 71 83
Second to fifth year 158 9 43 210 226
After five years 53 - 1,288 1,341 1,427
256 21 1,345 1,622 1,736
Discounting adjustment (47) (1) (1,174) (1,222) (1,282)
Present value 209 20 171 400 454
106 Bisichi PLC
Financial statements Notes to the financial statements
31. LEASE LIABILITIES AND FUTURE PROPERTY LEASE RENTALS CONTINUED
The present value of minimum lease payments at 31 December 2022 is as follows:
Mining
Equipment &
Development
costs
£’000
Motor Vehi-
cles
£’000
Head
Lease
Property
£’000
2022
£’000
2021
£’000
Within one year (Note 19) 32 11 11 54 65
Second to fifth year 127 9 34 170 260
After five years 50 - 126 176 129
Present value 209 20 171 400 454
With the exception of short-term leases and leases of low-value underlying assets, 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 property, plant
and equipment. Lease liabilities due within one year are classified within trade and other payables in the balance sheet.
The Group has one lease for mining equipment in South Africa and one lease for motor vehicles in the United Kingdom. Both
leases have terms of less than 5 years are either non-cancellable or may only be cancelled by incurring a substantive termination
fee. Lease payments for mining equipment are subject to changes in consumer price inflation in South Africa.
The Group has one lease contract for an investment property. The remaining term for the leased investment property is 126 years
(2021: 127 years). The annual rent payable is the higher of £7,500 or 6.25% of the revenue derived from the leased assets.
The Group has entered into rental leases on its investment property portfolio consisting mainly of commercial properties. These
leases have terms of between 1 and 106 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:
2022
£’000
2021
£’000
Within one year 973 948
Second year 875 830
Third year 801 776
Fourth year 716 710
Fifth year 645 634
After five years 9,530 9,956
13,540 13,854
107107Bisichi PLC
Financial statements Notes to the financial statements
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 have been issued in respect of the following:
2022
£’000
2021
£’000
Rail siding 49 48
Rehabilitation of mining land 1,715 1,700
Water & electricity 47 46
Contingent tax liability
The interpretation of laws and regulations in South Africa where the Group operates can be complex and can lead to challenges
from or disputes with regulatory authorities. Such situations often take significant time to resolve. 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 provision 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 26 April
2023, 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 expected to occur. Because of the nature and complexity of the dispute, the possible financial effect of a
negative decision cannot be measured reliably. Accordingly, no provision has been booked at the year end. At this stage, the Group
believes that the dispute will be resolved in its favour.
108 Bisichi PLC
Financial statements
Notes
2022
£’000
2021
£’000
Fixed assets
Tangible assets 35 98 93
Investment in joint ventures 36 665 665
Other investments 36 18,946 9,987
19,709 10,745
Current assets
Debtors – amounts due within one year 37 2,754 3,636
Debtors – amounts due in more than one year 37 1,159 220
Bank balances 7,928 788
11,841 4,644
Creditors – amounts falling due within one year 38 (2,514) (454)
Net current assets 9,327 4,190
Total assets less current liabilities 29,036 14,935
Creditors – amounts falling in more than one year 38 (9) (20)
Net assets 29,027 14,915
Capital and reserves
Called up share capital 24 1,068 1,068
Share premium account 258 258
Other reserves 1,027 622
 33 26,674 12,967
Shareholders’ funds 29,027 14,915


on its behalf by:
A R Heller G J Casey Company Registration No. 112155
Director Director
Company balance sheet
at 31 December 2022
109109Bisichi PLC
Financial statements

for the year ended 31 December 2022
Share
capital
£’000
Share
premium
£’000
Other
reserve
£’000

earnings
£’000
Shareholders
funds
£’000
Balance at 1 January 2021 1,068 258 622 13,170 15,118
Dividends paid - - - - -
 - - - (203) (203)
Balance at 1 January 2022 1,068 258 622 12,967 14,915
Dividends paid - - - (1,708) (1,708)
Share options cancelled - - (142) - (142)
Share options issued - - 547 - 547
 - - - 15,415 15,415
Balance at 31 December 2022 1,068 258 1,027 26,674 29,027
110 Bisichi PLC
Financial statements
Company accounting policies
for the year ended 31 December 2022
The following are the main accounting
policies of the company:
Basis of preparation

prepared in accordance with Financial




principal accounting policies adopted in

statements are set out below.

prepared on a historical cost basis,
except for the revaluation of leasehold
property and certain

Going concern

going concern basis of accounting in

can be found on page 74.
Disclosure exemptions adopted

the company has taken advantage of all

101 as well as disclosure exemptions


not include:
•• certain comparative information as

•• certain disclosures regarding the
company’s capital;
•• 
•• 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.

101, further disclosure exemptions have
been adopted because equivalent
disclosures are included in the company’s
Consolidated Financial Statements.
Dividends received

loss account when received.
Depreciation
Provision for depreciation on tangible

instalments to write each item off over its
useful life. The rates generally used are:
 
Joint ventures
Investments in joint ventures, being those

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

provisions for impairment.
Other investments comprising of shares


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

loss account.
Financial instruments


page 79.
Deferred taxation

for deferred taxation can be found on
page 81.
Leased assets and liabilities

for leased assets and liabilities can be
found on page 80.
Pensions

for pensions can be found on page 79.
Share based remuneration

for share based remuneration can be
found on page 79. Details of the share
options in issue are disclosed in the
directors’ remuneration report on page 41
under the heading share option schemes
which is within the audited part of this
report.

111111Bisichi PLC
33. PROFIT & LOSS ACCOUNT





34. DIVIDENDS

35. TANGIBLE FIXED ASSETS
Leasehold
Property
£’000
Motor
Vehicles
£’000

equipment
£’000
Total
£’000
Cost at 1 January 2022 45 104 70 219
Additions - - 46 46
Disposals - - (72) (72)
Cost at 31 December 2022 45 104 44 193
Accumulated depreciation at 1 January 2022 - 56 70 126
Charge for the year - 27 14 41
Disposals - - (72) (72)
Accumulated depreciation at 31 December 2022 - 83 12 95
Net book value at 31 December 2022 45 21 32 98
Net book value at 31 December 2021 45 48 - 93
Leasehold property consists of a single unit with a long leasehold tenant. The term remaining on the lease is 37 years. Motor

36. INVESTMENTS
Joint
ventures
shares
£’000
Shares in
subsidiaries
£’000
Other
investments
£’000
Total
£’000
Net book value at 1 January 2022 665 6,356 3,631 9,987
Invested during the year - - 9,758 9,758
 - - (1,517) (1,517)
 - - 718 718
Net book value at 31 December 2022 665 6,356 12,590 18,946
Investments in subsidiaries are detailed in note 15. In the opinion of the directors the aggregate value of the investment in

Other investments comprise of £12,590,000 (2021: £3,631,000) shares in listed companies.
Financial statements 
112 Bisichi PLC
Financial statements 
37. DEBTORS
2022
£’000
2021
£’000
Amounts due within one year:
Amounts due from subsidiary undertakings 1,079 2,421
Other debtors 237 94
Joint venture 1,379 1,065
Prepayments and accrued income 59 56
2,754 3,636
Amounts due in more than one year:
Deferred taxation 1,159 220
1,159 220



recognition. The company has reviewed and assessed the underlying performance and resources of its counterparties including its
subsidiary undertakings and joint ventures.
38. CREDITORS
2022
£’000
2021
£’000
Amounts falling due within one year:
Amounts due to subsidiary undertakings 15 -
Joint venture 120 156
Other taxation and social security 64 64
Other creditors 71 164
Lease Liabilities 11 26
Accruals and deferred income 2,233 44
2,514 454
Amounts falling due in more than one year:
Lease Liabilities 9 20
Lease liabilities comprise of leases on Motor vehicles with remaining leases of 1-3 years. With the exception of short-term leases

113113Bisichi PLC
Financial statements 
39. RELATED PARTY TRANSACTIONS
At 31
December
During
the year
At 31 December
Amounts
owed
by related
party
£’000
Costs


by related
party
£’000
Cash paid

related party
£’000
Related party:
Black Wattle Colliery (Pty) Ltd (note (a)) (145) (972) 1,464
Ninghi Marketing Limited (note (b)) (102) - -
As at 31 December 2022 (247) (972) 1,464
Black Wattle Colliery (Pty) Ltd (note (a)) (637) (923) 1,617
Ninghi Marketing Limited (note (b)) (102) - -
As at 31 December 2021 (739) (923) 1,617
(a) Black Wattle Colliery (Pty) Ltd – Black Wattle Colliery (Pty) Ltd is a coal mining company based in South Africa.
(b) Ninghi Marketing Limited – Ninghi Marketing Limited is a dormant coal marketing company incorporated in England & Wales.
Black Wattle Colliery (Pty) Ltd and NInghi Marketing Limited are subsidiaries of the company.

to the bankers of Black Wattle Colliery (Pty) Ltd in order to cover bank guarantees issued to third parties in respect of the
rehabilitation of mining land.
A provision of £102,000 has been raised against the amount owing by Ninghi Marketing Limited in prior years as the company is dormant.




40. EMPLOYEES
2022
£’000
2021
£’000
The average weekly numbers of employees of the company during the year were as follows:
Directors & administration 5 5
Staff costs during the year were as follows:
Salaries 3,264 1,426
Social security costs 580 189
Pension costs 21 31
Share based payments 2,220 -
6,085 1,646
www.bisichi.co.uk
Bisichi PLC
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