Company Registration No. 00112155
A tribute to
CHRISTOPHER JOLL
Director 2001-2024
It was with great sadness that the Board of Bisichi announced
the death of our senior non-executive Director, Christopher
Joll, on 18th April 2024, at the age of 75 years old.
Christopher was a director of Bisichi for 23 years. As well as
maintaining a keen eye on the running of the company,
Christopher was a very active participant in Board meetings,
always requesting forecasts and projections from the
Executive Directors. He was the most articulate member of the
Board, rewriting and improving anything that had been drafted.
His extremely wise counsel, integrity, communication skills and
enthusiasm for the company will be sorely missed.
Christopher attended Oxford University and spent seven years
in The Life Guards, including completing four tours of duty in
Northern Ireland. Christopher built his career in financial PR
which is where Bisichi first came across him. He was also a
British military historian, author of an incredible fifteen books
and manager of the British Military Tournament. Christopher
was the essence of an English gentleman and board meetings
will not be the same without him.
11Bisichi PLC
Strategic report
The Directors present the
Strategic Report of the
company for the year ending
31 December 2023. The aim
of the Strategic Report is to
provide shareholders with
the ability to assess how the
Directors have performed
their duty to promote the
success of the company for
the collective benefit of
shareholders.
Contents
STRATEGIC REPORT
2 Chairman’s Statement
4 Principal activity, strategy
& business model
5 Mining review
7 Sustainable development
20 Principal risks & uncertainties
24 Financial & performance review
GOVERNANCE
31 Directors and advisors
32 Five year summary
32 Financial calendar
33 Directors’ report
40 StatementoftheChairmanofthe
remuneration committee
41 Annual remuneration report
50 Audit committee report
52 Valuers’certificates
53 Directors’ responsibilities statement
54 Independent auditor report to the
shareholders of Bisichi Plc
FINANCIAL STATEMENTS
64 Consolidated income statement
65 Consolidatedstatementofother
comprehensive income
66 Consolidated balance sheet
68 Consolidated statement of changes
inshareholders’equity
69 Consolidatedcashflowstatement
70 Group accounting policies
80 Notestothefinancialstatements
108 Company balance sheet
109 Companystatementofchangesinequity
110 Company accounting policies
2 Bisichi PLC
Strategic Report
2023 was a challenging year for your
company and its South African
operations. The lower earnings for the
Group, compared to 2022, are mainly
attributable to lower export sales, due to
the performance of Transnet, the South
African state rail provider, and lower
prices for our coal sold by Sisonke Coal
Processing, the Group’s South African
coal processing operation. In addition,
earnings were further impacted by
difficult mining conditions and low mining
production at our coal mining asset,
Black Wattle Colliery.
During 2022, the Group benefited from
significantly higher prices of Free on
Board (FOB) coal from Richards Bay Coal
Terminal (API4 price). However, during
2023, the weekly API4 price averaged
US$120 compared to US$273 in 2022. In
addition to the weaker international coal
price, constraints in transporting coal for
export on the South African rail network,
which were beyond our control,
significantly impacted the Group’s export
sales during the period. Due to the lack of
available rail capacity, the Group exported
134,000 metric tonnes in 2023,
compared to 262,000 metric tonnes in
2022 and 320,000 in 2021. This, in turn,
had a further impact on earnings during
the period, as coal allocated for export
was eventually sold into the domestic
market at prices that were significantly
lower than the export price achievable by
rail through Richards Bay. Transnet, the
South African state rail operator, and the
wider South African coal industry, are
working hard to collectively implement
measures to increase rail capacity. We
are pleased to report that in 2024 to
date, we have seen an improved
performance in our railed coal export
volumes compared to 2023. We remain
optimistic that the measures, once fully
implemented, will have a significant
positive impact on both the export and
domestic prices achievable for our coal.
At Black Wattle, difficult mining
conditions impacted profitability during
the period. For the majority of 2023,
geological issues reduced the production
from our opencast mining area as well as
increasing related mining and blasting
costs. In order to mitigate these issues,
the mine opened a lower cost second
mining area in the third quarter of 2023.
Since the commencement of this new
mining area, we have seen a significant
improvement in mining production and
lower operating costs and we expect the
improved performance at Black Wattle to
continue throughout 2024.
The low coal production levels at Black
Wattle in 2023 had a knock-on effect on
overall levels of coal processed at
Sisonke Coal Processing. The Group sold
1.031million metric tonnes during the year
compared to 1.287million metric tonnes in
2022. The decrease in the Group’s
mining revenue during the period to
£49.3million (2022: £95.1million) can
mainly be attributable to the lower prices
achievable for our coal and the lower
overall quantity of coal sold, particularly
into the export market.
Looking forward into 2024, we will
continue to see the benefits, both in
terms of mining cost and production, from
the new mining area at Black Wattle. In
addition, we have seen a stabilisation in
coal prices in both the export and
domestic market and an improved
performance by Transnet. We remain
confident in the Group’s ability to achieve
significant value from our South African
operations.
Chairman’s Statement
For the year ended 31 December 2023, your company made a profit before interest,
tax, depreciation and amortisation (EBITDA) of £3.4million (2022: £40.0million)
and an operating profit before depreciation, fair value adjustments and exchange
movements (Adjusted EBITDA) of £2.6million (2022: £39.4million).
Strategic Report
33
33Bisichi PLC
Strategic Report
Chairman’s Statement
Strategic Report
The Group recognises the need for, and
is committed to, the diversification of its
future business activities. The Group is
continually looking at alternative mining,
commodity and renewable energy
related opportunities, as well as new
opportunities to add to our existing UK
property and listed equity related
investment portfolios. In the interim, we
continue to work closely with Vunani
Mining, our BEE partner in Black Wattle
and Sisonke Coal processing, to ensure
that we are responsible stewards of our
legacy coal operations taking into
account the climate-related risks
outlined in our climate report on page 11
and the impact these risks may have on
all our stakeholders.
During the period the Group’s total
non-current and current listed equity
related investments held at fair value
through profit and loss increased to
£15.0million (2022: £13.5million). The
Group achieved dividend income from
investments during the period of
£0.56million (2022: £0.59million) and a
gain in value from investments of
£0.8million (2022: £1.0million). The
Group’s listed equity related investment
portfolios comprise primarily of listed
equities and listed equity related funds
involved or invested in extractive and
energy related business activities,
including entities involved in the
extraction of commodities needed for the
clean energy transition.
In the UK, we have seen rental revenue
from our retail property portfolio improve
in 2023. The Group billed revenue from
our directly owned property portfolio of
£1.3million (2022: £1.11million) during the
year. The Group continues to hold its
joint venture development investment in
West Ealing, with London & Associated
Properties PLC and Metroprop Real
Estate Ltd. As previously reported, we
obtained a resolution to grant planning
consent for 56 flats and four retail units
at the end of 2020. During 2023 the
joint venture has been finalising detailed
designs for the project and working with
contractors and designers to improve
building efficiency and maximise
potential returns. Currently, the joint
venture is working toward developing the
project to completion. Detailed
negotiations to finance construction are
underway with the intention of
commencing work in the second half of
2024.
Finally, in light of the challenging year,
your directors propose a final year-end
dividend of 4p (2022: 12p) per share.
The final dividend proposed will be
payable on Friday 26 July 2024 to
shareholders registered at the close of
business on 5 July 2024. This takes the
total dividends per share for the year to
7p (2022: 22p).
On behalf of the Board and shareholders,
I would like to thank all of our staff for
their hard work and dedication during
the course of the year.
Andrew Heller
Executive Chairman & Managing
Director
22 April 2024
4 Bisichi PLC
Strategic Report
Principal activity, strategy
& business model
and deliver long term sustainable value to all our stakeholders through our business
model which can be broken down into three key areas:
1 2
3
Acquisition
& investment
Production
& sustainability
Processing
& marketing
The Group continues to oversee responsibly
its existing mining and processing operations
in South Africa as well as actively to seek
and evaluate new alternative mining,
commodity and renewable energy related
opportunities. The Group aims to achieve
this through new commercial arrangements.
In addition, we seek to balance the high risk
of our mining operations with a dependable
cashflowfromourUKpropertyinvestment
operationsandlistedequityrelated
investment portfolios. The company primarily
investsinretailpropertyacrosstheUKas
well as residential property development.
TheUKRetailpropertyportfolioismanaged
by London & Associated Properties PLC
whose responsibility is to actively manage
the portfolio to improve rental income and
thus enhance the value of the portfolio over
time.TheGroup’slistedequityrelated
investment portfolios comprise primarily of
listedequitiesandlistedequityrelatedfunds
involved or invested in extractive and energy
related business activities, including entities
involved in the extraction of commodities
needed for the clean energy transition.
The Group strives to mine its remaining
South African coal reserves in an
economical and sustainable manner that
delivers value to all our stakeholders.
The Group seeks to achieve value
from its South African coal processing
infrastructure through the washing,
transportation and marketing of coal into
both the domestic and export markets.
55Bisichi PLC
Strategic Report
Mining review
2023 was a difficult year in terms of performance for our South African coal mining and
processing operations. A lack of rail capacity for export and lower international coal
prices significantly impacted the profitability of the Group. With more stability in the coal
market going into 2024, management will be focussing on improving production levels
and keeping operating costs low.
Production and operations
Geological issues in areas mined at Black
Wattle, our South African mining operation,
had a significant impact on production,
particularly in the first half of 2023. The
geological issues related to both the coal
seams mined and the overburden removed.
This, in turn, impacted the rate of extraction
and overall cost per tonne of coal mined.
In the third quarter of 2023, management
took the decision to transition both our
mining contractors to a new mining area.
After overcoming temporary water issues
in the last quarter of 2023, mining of this
new area has steadily progressed going
into 2024. Overall, the mine achieved
production of 807,000 metric tonnes
(2022: 824,000 metric tonnes) during the
year. In 2024 to date, we have seen a
significant improvement in mining
production and lower operating costs
compared to the previous mining area.
We expect the improved performance at
Black Wattle to continue throughout 2024.
We continue to work closely with Vunani
Mining, our BEE partner in Black Wattle
and Sisonke Coal processing, to ensure
that we are responsible stewards of our
legacy coal operations, which have a life
of mine of six 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 stabilisation of global energy markets
in 2023, compared to 2022, had a
significant impact on prices achievable for
our coal over the year. In the international
market the average weekly price of Free
On Board (FOB) Coal from Richard Bay
Coal Terminal (API4 price) averaged $120
in 2023 compared to $273 in 2022.
The lower prices, offsetting a stronger US
Dollar compared to the South African
Rand, resulted in the Group achieving an
average Rand price of R1,357 per tonne
of export coal sold from the mine in 2023,
compared to R3,770 in 2022. The
Group’s export sales are via Richards Bay
Coal 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 continued to be limited
by constraints in transporting coal for
export on the South African rail network,
leading to a decrease in exports volumes
from our South African operations during
the year to 134,000 metric tonnes
compared to 262,000 metric tonnes in
2022. Transnet, the South African state
rail operator, and the wider South African
coal industry, are working hard to
implement collectively implement
measures to increase rail capacity.
Feedback to date on the application of
these measures has been promising and
we are pleased to report that, in 2024 to
date, we have seen an improved
performance in our railed coal export
volumes compared to 2023.
In light of the export constraints, the
Group supplied a higher proportion of
coal into the South African domestic
market in 2023, compared to 2022, at
prices that were significantly lower than
the export price achievable by rail through
Richards Bay. For the year, the Group
achieved an average domestic price of
R938 per tonne coal sold compared to
R774 in 2022. The average price increase
in the domestic market in 2023,
compared to 2022, was attributable to an
increase in higher quality coal, destined
for the export market, being sold
domestically due to the lack of export rail
capacity available. Domestic sales
volumes from our South African
operations decreased during the year to
0.90million metric tonnes (2022:
1.03million metric tonnes).
6 Bisichi PLC
Strategic Report
Mining review
In 2023, the Group achieved an average
overall Rand price per tonne of coal sold
of R992 compared to R1,384 in 2022.
The decrease in Group revenue in 2023
can mainly be attributed to the lower
export coal prices achieved and lower
volumes of coal sold, particularly into the
export market. Further details on the
financial performance of the Group’s
mining segment can be found in the
Financial & performance review on page
24 of this report.
Looking forward to 2024, we have seen
coal prices remain stable in both our
markets and we remain optimistic about a
continued improvement in the provision of
coal export rail capacity by Transnet.
Sustainable development
The Group’s South African operations
continue to strive to conduct business in
a safe, environmentally and socially
responsible manner. Some highlights of
our Health, Safety and Environment
performance in 2023:
•• The Group’s South African operations
recorded 2 Lost time Injuries during
2023 (2022: Two).
•• One case of Occupational Diseases
was recorded.
•• One claim for the Compensation for
Occupational Diseases was submitted.
In South Africa, the new government
regulated Broad-Based Socio-Economic
Empowerment Charter for the Mining and
Minerals Industry, 2020 (New Mining
Charter) came into force from March
2020. The New Mining Charter is a
regulatory instrument that facilitates
sustainable transformation, growth and
development of the mining industry.
The Group is committed to fully
complying with the New Mining Charter
and providing adequate resources to this
area in order to ensure opportunities are
expanded for historically disadvantaged
South Africans (HDSAs) to enter the
mining and minerals industry. In addition,
we are pleased to report that Black
Wattle has achieved a level 3 Broad
Based Black Economic Empowerment
(BBBEE) verification certificate for 2024
and we continue to adhere and make
progress in terms of our Social and
Labour Plan and our various Black
Economic Empowerment (“BEE”)
initiatives. A fuller explanation of these
can be found in our Sustainable
Development Report on page 7.
Prospects
Management would like to thank all our
South African employees and stakeholders
for their significant contribution to the
Group’s performance in 2023. Going
forward, your management are optimistic
that 2024 will be a successful year for
our South African operations.
Mining review
77Bisichi PLC
Strategic Report
Social, community and
humanrights issues
The Group believes that it is in the
shareholders’ interests to consider social
and human rights issues when
conducting business activities both in the
UK and South Africa. Various policies and
initiatives implemented by the Group that
fall within these areas are discussed
within this report.
Health, Safety & Environment(HSE)
The Group is committed to creating a safe
and healthy working environment for its
employees and the health and safety of our
employees is of the utmost importance.
HSE performance in 2023:
•• One case of Occupational Diseases
was recorded.
•• One claim for the Compensation for
Occupational Diseases was submitted.
•• No machines operating at Black Wattle
exceeded the regulatory noise level.
•• The Group’s South African operations
recorded 2 Lost Time Injuries during 2023.
In addition to the required personnel
appointments and assignment of direct
health and safety responsibilities on the
mine, a system of Hazard Identification
and Risk Assessments has been designed,
implemented and maintained at Black
Wattle and at Sisonke Coal Processing.
Health and Safety training is conducted
on an ongoing basis. We are pleased to
report all relevant employees to date have
received training in hazard identification
and risk assessment in their work areas.
A medical surveillance system is also in
place which provides management with
information used in determining measures
to eliminate, control and minimise
employee health risks and hazards and all
occupational health hazards are
monitored on an ongoing basis.
Various systems to enhance the current HSE
strategy have been introduced as follows:
•• In order to improve hazard identification
before the commencing of tasks, mini
risk assessment booklets have been
distributed to all mine employees and
long term contractors on the mine.
•• Dover testing is conducted for all
operators. Dover testing is a risk
detection and accident reduction tool
which identifies employees’ problematic
areas in their fundamental skills in
order to receive appropriate training.
•• A Job Safety Analysis form is utilised to
ensure effective identification of
hazards in the workplace.
•• In order to capture and record
investigation findings from incidents, an
incident recording sheet is utilised by
line management and contractors.
•• Black Wattle Colliery utilises ICAM
(Incident Cause Analysis Method).
•• On-going training on first aid is being
conducted with all employees involved
with this discipline.
Looking forward into 2024, Black Wattle
intends to enhance the safety of our
employees and contractors onsite
through the sourcing and procurement of
a Proximity Detection System (“PDS”)
solution for the mine. The PDS solution
comprises a sensing device that detects
the presence of another person, vehicle
or object and a sophisticated interface
that provides an audible and visual alarm.
These systems warn both the vehicle
operator and the pedestrian of the
imminent danger of a potential collision.
The Group continues to monitor and adhere
to all of the South African government’s
guidelines and regulations including all
updates and advice from the National
Department of Health and the Department
of Minerals Resources and Energy.
Black Wattle Colliery Social and
Labour Plan (SLP) and Community
Projects
Black Wattle Colliery is committed to true
transformation and empowerment as well as
poverty eradication within the surrounding
and labour providing communities.
Black Wattle is committed to providing
opportunities for the sustainable socio-
economic development of its stakeholders,
such as:
•• Employees and their families, through
Skills Development, Education
Development, Human Resource
Development, Empowerment and
Progression Programmes.
•• Surrounding and labour sending
communities, through Local Economic
Development, Rural and Community
Development, Enterprise Development
and Procurement Programmes.
Sustainable development
The Group is fully committed to ensuring the sustainability of both our UK and South African
operations and delivering long term value to all our stakeholders.
8 Bisichi PLC
Strategic Report
Sustainable development
•• Empowering partners, through Broad-
Based Black Economic Empowerment
(BBBEE) and Joint Ventures with
Historically Disadvantaged South
African (HDSA) new mining entrants
and enterprises.
•• The company engages in on going
consultation with its stakeholders to
develop strong company-employee
relationships, strong company-
community relationships and strong
company-HDSA enterprise relationships.
The key focus areas in terms of the detailed
SLP programmes were updated as follows:
•• Implementation of new action plans,
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).
•• Through engagements with the
Department of Education and STLM
regarding the Local Economic
Development projects for the current SLP
year cycle (2022-2026). The department
endorsed the Khulunolwazi School Project
in late 2023. The project is currently in
a planning phase for the implementation
of the project in various phases. At
present, drawing plans for the school
are being finalised, which requires
approval from the local municipality.
Black Wattle has implemented various
community initiatives including:
•• A community training environmental
project, where local community members
are trained to safely cut and remove
non-indigenous vegetation. Thereafter
the vegetation is utilised in the making,
bagging and sales of charcoal.
•• A waste management project at Uitkyk
community, nearby to Black Wattle,
involving the collection and recycling of
waste from their community.
•• Certain community members have been
identified for training in areas regarding
mining and beneficiation. These areas
include but are not limited to:
- conveyor maintenance;
- operation of mining machinery;
- training in environmental waste
management;
- drivers licenses; and
- security officer training
•• One HDSA female completed her
University studies in the 2023
academic year.
•• Various upgrades were initiated at the
Evergreen School nearby to Black Wattle.
Black Wattle continues to support Care for
Wild, a globally recognized local
conservation organization dedicated to
preserving endangered species and
safeguarding the precious biodiversity of
our planet. As the largest orphaned rhino
sanctuary in the world, Care for Wild
specialise in the rescue, rehabilitation,
rewilding, and protection of orphaned and
injured rhinos. However, their mission
extends far beyond rhinos alone, they are
deeply committed to the preservation of
endangered species that play vital roles
in their ecosystems and the conservation
of biodiversity.
The Group recognizes the critical
importance of this goal in safeguarding
biodiversity and aspire to play a
significant role in its realization through
our sponsorship of three Rhinos as well
as various related community gardening
initiatives at the sanctuary.
Environment & environment
management programme
South Africa
Under the terms of the mine’s Environmental
Management Programme approved by
the Department of Mineral Resource and
Energy (“DMRE”), Black Wattle undertakes
a host of environmental protection activities
to ensure that the approved Environmental
Management Plan is fully implemented. In
addition to these routine activities, Black
Wattle regularly carries out environmental
monitoring activities on and around the
mine, including evaluation of ground
water quality, air quality, noise and
lighting levels, ground vibrations, air blast
monitoring, and assessment of visual
impacts. In addition to this Black Wattle
also performs quarterly monitoring of all
boreholes around the mine to ensure that
no contaminated water filters through to
the surrounding communities.
Black Wattle is fully compliant with the
regulatory requirements of the Department
of Water Affairs and Forestry and has an
approved water use licence.
Black Wattle Colliery has substantially
improved its water management by erecting
and upgrading all its pollution control dams
in consultation with the Department of
Water Affairs and Forestry.
A performance assessment audit was
conducted to verify compliance to our
Environmental Management Programme
and no significant deviations were found.
Sustainable development
99Bisichi PLC
Strategic Report
Sustainable development
United Kingdom
The Group’s UK activities are principally
retail property investment as well as
residential property development
whereby we provide or develop premises
which are rented to retail businesses or
sold on to end users. We seek to provide
tenants and users in both these areas
with good quality premises from which
they can operate or reside in an
environmentally sound manner.
Procurement
In compliance with the Mining Charter
and the Mineral and Petroleum Resource
Development Act, the Group’s South
African operations has implemented a
BBBEE-focussed procurement policy
which strongly encourages our suppliers
to establish and maintain BBBEE
credentials. We are very pleased to report
that Black Wattle has a achieved a level 3
BBBEE certificate for 2024. At present,
88 percent of the companies utilised by
Black Wattle for equipment and services
are BBBEE companies.
Mining Charter
In South Africa, the new government
regulated Broad-Based Socio-Economic
Empowerment Charter for the Mining and
Minerals Industry, 2020 (New Mining
Charter) came into force from March
2020. The New Mining Charter is a
regulatory instrument that facilitates
sustainable transformation, growth and
development of the mining industry. The
Group’s mining operation is expected to
reach various levels of compliance to the
New Mining Charter over a period of five
years from March 2020. The Group is
committed to providing adequate
resources to this area in order to ensure
full compliance to the New Mining Charter
is achieved over the period. As part of
Black Wattle’s commitment to the New
Mining Charter, the company seeks to:
•• Expand opportunities for historically
disadvantaged South Africans
(HDSAs), including women and youth,
to enter the mining and minerals
industry and benefit from the extraction
and processing of the country’s
resources;
•• Utilise the existing skills base for the
empowerment of HDSAs; and
•• Expand the skills base of HDSAs in
order to serve the community.
Employment & diversity
In the UK, the Board of Bisichi PLC at 31 December 2023 comprised of:
Number
of board
members
Percentage
of the board
Number
of senior
positions on
the board
Number in
executive
management
Percentage
of Executive
management
Men 7 100% 2 3 100%
Women 0 0% 0 0 0%
Not specified/prefer not to say 0 0% 0 0 0%
Number
of board
members
Percentage
of the board
Number
of senior
positions on
the board
Number in
executive
management
Percentage
of Executive
management
White British or other White (including minority white groups) 6 86% 2 3 100%
Mixed/Multiple Ethnic Groups 0 0% 0 0 0%
Asian/Asian British 1 14% 0 0 0%
Black/African/Caribbean/Black British 0 0% 0 0 0%
Other ethnic group, including Arab 0 0% 0 0 0%
The above data has been collected through self-reporting by the Board members. Questions asked include gender identity or sex
and ethnic background.
10 Bisichi PLC
Strategic Report
Sustainable development
The Company notes the diversity targets
included in the Listing Rules, being:
•• at least 40% of the individuals on the
Board are women;
•• at least one of the specified senior
positions is held by a woman; and
•• at least one individual on the Board is
from a minority ethnic background.
At 31 December 2023 the Company did
not meet the target of at least 40% of the
individuals on its board of directors are
women and at least one of the senior
positions on the Board are held by a
women. Should the Board look to appoint
further directors in the future, the
Company will give due consideration to
how it may achieve the diversity targets
while ensuring the appropriate structure of
the Board and mix of skills and expertise
relevant to the Company’s operations. As
part of its recruitment processes, the
Company gives careful consideration to all
potential applicants however has a
particular regard to those with knowledge
and experience of the mining and
extractives sector and in particular the
South African market. This necessary
focus narrows considerably the pool of
potential applicants and poses potential
challenges in both recruitment and meeting
the diversity targets. The Company will
keep this under ongoing review.
Given the Company’s current
organizational structure and limited
headcount in the United Kingdom, and its
highly regulated obligations in South
Africa under the Employment Equity Act,
New Mining Charter, SLP and BBBEE
regulations in South Africa, the Board
considers that a formal diversity policy,
would not be practicable for the Company
to develop over and above its extensive
policies and procedures already
implemented in South Africa.
The Company and the Board already
integrates equality and diversity in all
aspects of the Company’s business and
all decisions are made on merit and
without regard to protected characteristics.
Where appropriate and practicable for the
Company, the Company considers and
implements positive actions to enable the
Company to provide additional support.
This can include, for example, making
adjustments to assist staff and ensuring
that, to the extent possible, all relevant
perspectives are included in decision
making on an ongoing basis. The Group is
committed to improving upon its gender
and diversity targets at all employment
levels within the Group through a required
build-up of sufficient talent pools, training
up of employees and targeted recruitment
policies.
The Company will keep the requirement
for a formal diversity policy under review
and will give serious consideration to the
adoption of a policy, tailored to the nature
of the Company’s business, its operations
and resources at the appropriate point.
The Group’s South African operations are
committed to achieving the goals of the
South African Employment Equity Act and
is pleased to report the following:
•• Black Wattle Colliery has exceeded the
10 percent women in management and
core mining target.
•• Black Wattle Colliery has achieved over
15 percent women in core mining.
•• 95 percent of the women at Black
Wattle Colliery are HDSA females.
In terms of directors, employees and
gender representation, at the year end the
Group had 9directors (8 male and 2 from
a minority ethnic or HDSA Background, 1
female from a minority ethnic or HDSA
Background), 5 senior managers (5 male
and 2 from a minority ethnic or HDSA
Background) and 212 other employees
(143 male and 118 from a minority ethnic
or HDSA Background, 69 female and
66from a minority ethnic or HDSA
Background).
Black Wattle Colliery has successfully
submitted their annual Employment Equity
Report to the Department of Labour. In
terms of staff training some highlights for
2023 were:
•• One employee was trained in ABET
(Adult Basic Educational Training) on
various levels;
•• An additional eight disabled HDSA
women continued their training on
ABET levels one to four;
•• Four HDSA persons were enrolled for
apprenticeships in 2023 categorised as
follows:
- One HDSA female employee;
- Two HDSA females from the local
community; and
- One HDSA male from the local
community.
•• Two HDSA persons continued their
internships in 2023; these are
categorised as follows:
- One HDSA female from the local
community continued her studies in
Safety Management.
- One HDSA female from the local
community continued her studies as
a Safety Officer (COMSOQ1).
Further to the above, we confirm that one
HDSA Female completed her bursary
studies in 2023, while two HDSA females
continued their bursary studies in 2023.
Highlights for 2023 for Sisonke Coal
Processing:
•• One employee was trained in ABET
(Adult Basic Educational Training)
on various levels.
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Employment terms and conditions for our
employees based at our UK office and at
our South African mining operations are
regulated by and are operated in
compliance with all relevant prevailing
national and local legislation. Employment
terms and conditions provided to mining
staff meet or exceed the national average.
The Group’s mining operations and coal
washing plant facility are labour intensive
and unionised. During the year no labour
disputes, strikes or wage negotiations
disrupted production or had a significant
impact on earnings. The Group’s relations
to date with labour representatives and
labour related unions continue to remain
strong.
Anti-slavery and human trafficking
The Group is committed to the prevention
of the use of forced labour and has a zero
tolerance policy for human trafficking and
slavery. The Group’s policies and
initiatives in this area can be found within
the Group’s Anti-slavery and human
trafficking statement found on the
Group’s website at www.bisichi.co.uk.
Climate change reporting
The Group recognises that climate
change represents one of the most
significant challenges facing the world
today and supports the goals of the Paris
Agreement and the UN Framework
Convention on Climate Change.
Our aim is to:
•• 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.
Task force on climate-related
financial disclosures
Bisichi is committed to managing the
impact of its operations on the planet and
the impact of climate change on its
operations, particularly to ensure
continued operational and financial
resilience in a changing world and
marketplace. Bisichi understands the
importance of these matters to its
investors, partners, and regulatory
authorities and, as required by the Listing
Rules, has adopted the Task Force on
Climate-related Disclosure’s framework
for communicating climate related
financial risks.
The Group’s primary operations are coal
mining and processing in South Africa.
Hydrocarbons are a key source of energy
and heat for the foreseeable future and
the Company’s operations have
contributed to meeting market demand
for coal, particularly in South Africa.
However, the Group’s operations form
part of a wider energy and natural
resources market which is in the process
of transitioning, in conjunction with the
published government, national and
supra-national policies, to net-zero.
In the current year, the Group has aligned
its climate disclosures in this Strategic
Report to the four Task force on Climate-
related Financial Disclosures (“TCFD”)
recommendations and the 11
recommended disclosures as outlined
below. This is the second year the Group
has published a report in line with the
TCFD Recommendations and the Group
has endeavoured to make disclosures
consistent with the TCFD recommended
disclosures taking into consideration the
short to medium term life of its South
African coal operation and the size and
complexity of the Group as a whole. The
Group continues to develop and enhance
its infrastructure, strategies, structures,
resources and tools to manage the risks
and opportunities presented by climate
change and to ensure its ongoing climate
change reporting disclosure is fully
consistent in all areas with the TCFD
recommended disclosures.
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Governance Board’s oversight
of climate risk and
opportunities.
The Board has ultimate responsibility for the monitoring and development of the
Group’s approach to climate risk and opportunities.
In light of the size of the Group, ESG matters are considered as part of the Group’s
regular board meetings and at other appropriate points during the year.
The Board has developed and implemented a Climate Change Policy and monitor the
content, effectiveness and implementation of this Policy on a regular basis.
The Group’s Climate Change Policy can be found on the Group’s website at www.
bisichi.co.uk.
Short, medium and long term strategic decisions, including those on capital allocation
and portfolio management, are considered by Group management who make
recommendations to the Board. Climate related issues and policy are included as
significant factors for consideration in the decision making process, both in the
management recommendation and in the Board’s consideration of the relevant issue.
On-going climate related issues are integrated into the Group’s business risk
management process and reporting thereof to the Board and Audit Committee.
The Group has regard to best practice in its area of operations, its health and safety
and environmental obligations and seeks to ensure high standards of business
conduct in its operations. It will review compliance with the TCFD Recommendations
on an ongoing basis, and report on its performance on a yearly basis.
Governance Management’s role
in assessing and
managing climate-
related risks and
opportunities.
Responsibility for the application of this Policy rests with, but is not limited to,
all employees and contractors engaged in relevant activities under the Group’s
operational control. The Group’s managers are responsible for promoting and
ensuring compliance with this Policy and any related individual site-level policies
andpractices.
At our South African operations, management have engaged with key stakeholders
in order to ensure awareness of our climate change policy as well as the potential
impact of climate change on our environment and operations. We continue our
collaboration with our contractors on GHG Emission Reporting, and we are actively
looking for opportunities to partner with our stakeholders to drive the uptake of
carbon neutral solutions.
For material strategic or financial decisions, the Group may consider procuring expert
advice from third party consultants on the impact in the short, medium and long term
of the decision, and ensure that such information is fully considered as part of the
evaluation of the relevant matter.
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Strategy Climate-related risks
and opportunities the
Group has identified
over the short, medium,
and long run.
The Group considers the current life of mine of its South African operations to fall within
a short to medium term horizon. Within this horizon, climate change transition risks may
impact our South African coal mining and processing operations. Risks include:
•• coal price and demand volatility;
•• availability and cost of financing and third party services such as insurance;
•• delays or restrictions to regulatory approvals; early retirement of our coal processing
and mining operations; and
•• Carbon pricing and taxes, that may create additional costs through the value chain.
The Group have assessed physical climate risk profiles produced by the World Bank,
particularly in relation to our South African operations. The Group considers the physical
risks of variations in climate over the current life of mine of our South African operations to
be mainly limited to an increased risk of seasonal flooding that may impact the operating
efficiency, costs and revenues of our mining and processing operations.
In a longer term horizon, and in a scenario where the useful life of our South African
operations is extended, the above short to medium term transitional risks are expected to
continue to apply. In addition, in a scenario, such as the International Energy Association’s
(“IEA”) Pathway to Net Zero by 2050 (“NZE 2050”), where climate policies are effectively
implemented that support a transformation to net zero emissions by 2050 and limiting
the rise of global temperatures to 1.5°C by the end of the century, policies will lead
to significant coal demand decline over the longer term. This in turn will impact the
carrying value and long term viability of our South African coal operations as well as the
stakeholders and communities reliant on our operations.
Extreme weather events, over the long term in South Africa, such as floods, and droughts,
as well as changes in rainfall patterns, temperature, and storm frequency will also affect
the operating efficiency, costs and revenues of our mining and processing operations,
supply chains and impact the communities living close to our operations.
Clean coal research and technology initiatives such as carbon capture may result in
opportunities to increase the useful life of our South African coal mining and processing
operations. In addition, the clean energy transition provides opportunities for the Group
to diversify its business activities and equity investment portfolio into renewable and
extractive industries that will benefit from and are critical to the transition to a clean
energy system
The main sources of scope 1 & 2 Green House Gas (GHG) emissions for the Group have
been associated with our South African coal mining and processing operations, namely
due to fuel combustion and electricity usage. Improvements in the cost competitiveness of
lower emission sources of energy provide opportunities to lower overall operating costs at
our operations as well as reduce overall GHG Emissions.
In the UK we have identified the following material physical and transitional risks related to
our UK Retail portfolio:
•• Long term physical risk through changes in climate, flood risk and extreme weather; and
•• Short-term transition risk from emerging regulation related to energy performance
(“EPC”) and enhanced disclosures.
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Strategy Impact of climate-
related risks and
opportunities
on businesses,
strategy, and
financial planning.
Management have incorporated and regularly review the following strategies and procedures
in relation to it South African coal operations:
•• Review of the impact of climate change and the global transition to clean energy,
particularly in relation to the current life of mine of the Group’s coal operations;
•• Regular research and analysis of the coal market demand outlook;
•• Regular research and analysis on the outlook of the South African coal mining industry and
climate change regulation including mining regulation, energy procurement and licensing, and
carbon taxing;
•• Regular communication with financial service providers and suppliers on any future
changes to availability and cost of services;
•• Regular research and analysis on the progress of clean coal technology and related
regulatory initiatives; and
•• Regular dialogue and seeking collaboration with governments and local communities and
other stakeholders on climate change-related challenges.
The Board has identified the need to mitigate GHG emission heavy sources of electricity
usage at our coal washing plant. Management continue to evaluate opportunities to reduce
these emissions taking into particular consideration the financial viability and long term
sustainability of the projects.
The Board has identified the need to mitigate GHG emission in its mining process and
rehabilitation activities at Black Wattle. The below areas have been identified where GHG
emissions can be further reduced through:
•• Minimising land clearance for new project facilities;
•• Adoption of mitigation strategies for preserving integrity of environment;
•• Minimising tree felling;
•• The use of modern, energy and fuel efficient equipment;
•• The inclusion of the impact of GHG emissions as an evaluation criteria in the selection
of mining contractors, suppliers and equipment. Particular consideration will be given to
the choice of vehicles used for the mine fleet, employee transportation and the haulage
fleet. Where possible energy and fuel efficiency will be a factor in the selection of vehicles
as this will not only reduce GHG emissions but also reduce operating costs. In addition
to the efficiency of the fleet itself, opportunities will be sought for improving the use of
thevehicles.
•• Scheduling of excavation and haulage activities to optimise activities and avoid double
handling, where this is operationally practical; and
•• The upgrading of energy-intensive machinery over time will be used to improve efficiency
and reduce CO
2
emissions compared to machinery that has been removed.
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Strategy Impact of climate-
related risks and
opportunities
on businesses,
strategy, and
financial planning.
(continued)
In addition to the above, Black Wattle has been actively engaged with the Steve Tshwete
Local Municipality (“STLM”) to mitigate GHG emissions in its rehabilitation activities by
finding alternative uses for unrehabilitated mining voids on the mine. Discussions are
progressing to transfer certain unrehabilitated mining voids to STLM in order for the areas to
be developed into a “Waste Eco Park”. The proposed development will include the licensing
and development of a proposed landfill for waste disposal, recycling facilities, and a general
waste management facility. The proposed Waste Management Facility will be a state-of-the-
art treatment and resource beneficiation facility inclusive of final disposal to landfill. Further
environmental screening studies are currently being undertaken by STLM. Any significant
developments will be reported to shareholders in due course.
Potential water scarcity has increased management focus on opportunities to increase the
usage efficiency of our existing water supply and water recycling systems. The introduction of
a closed loop filter press system for coal fines in 2019 and additional other work concluded or
planned on our water recycling systems at our coal processing facility will result in a lowering
of our overall cost of water and the environmental footprint of our operations. Increased risks
of flooding have been incorporated at planning stage in new opencast mining areas that have
been opened.
Transition and physical risks related to climate change are regularly discussed at Board
level, particularly those related to the long term viability of the Group’s South African coal
operations and the future allocation of capital. The Board regularly considers the need
for coal as an energy source both globally and in South Africa over the life of mine of our
operations and in its long term planning. The Board is committed to responsible stewardship
of our legacy South African coal assets taking into account the impact climate change related
risks may have on all our local stakeholders. We recognise the need to collaborate with
government, employees and communities, to ensure a just transition for our stakeholders
through the transition to a low carbon economy.
The Board regularly evaluates and continues to seek opportunities to diversify its business
activities and equity investment portfolio, particularly into renewable and extractive industries
that predominantly mine commodities identified by the IEA as critical in the transition to
a clean energy system. Any significant developments will be reported to shareholders in
duecourse.
The Board continue to monitor and regularly review adherence by the Group to changes to
UK EPC. The Group have incorporated the ongoing impact of EPC regulatory standards into
its decision making process.
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Strategy Resilience of strategy,
taking into consideration
different climate-related
scenarios, including a 2°C
or lower scenario.
Management have incorporated climate scenarios into our strategic operational
planning and review process. We have assessed the resilience of our coal
operations compared to the IEA’s NZE2050 Scenario, which sets out what
additional measures would be required over the next ten years to put the
world as a whole on track for net zero emissions by mid-century. The Scenario
indicates a significant coal demand decline over the longer term impacting
the potential commercial longevity of the Group’s South African operations. In
addition we have assessed physical climate risk profiles for our South African
operations obtained via the World Bank Group’s Climate Change Knowledge
Portal. The outcomes of scenario testing and physical climate profiling have
been incorporated into the long term strategic planning and decision making
processes of the Group.
Over the short to medium term, considering the potential impact of transitional
climate risks on the Group’s South African operations, the Group’s climate
strategy and policy is regularly scrutinised by senior management and the
Board in regard to any changes in coal demand outlook and climate regulatory
policy that may impact our operations over the current life of mine. A recent
example being the Just Energy Transition Investment Plan (“JET IP”) announced
by the South African Government for 2023-2027.
The Board encourages senior and local management to assess principal and
emerging climate-related risks on a regular basis. Risks identified are to be
reported to and discussed at Board level and incorporated into the strategy and
planning of the Group.
Risk
Management
Processes for identifying
and assessing climate
related risks.
The Group’s risk management processes are developed, implemented and
reviewed by the Board, who retain ultimate responsibility for them.
In addition to the Group’s management of its principal risks and uncertainties,
climate change impacts are mainly considered from two environmental
perspectives, the impact of our South African coal mining and processing
operations on the climate and the effect of global climate change on our
operations and stakeholders.
Heavy sources of GHG emissions have been identified from our annual
Greenhouse Gas emissions recording and reporting.
The Board and Senior management remain in regular communication with
local regulatory bodies, climate research providers, coal market analysts,
suppliers, and services providers to ensure climate related risks and changes
in regulatory policy are identified and assessed on a regular basis. Senior and
local management in South Africa are encouraged by the Board to identify local
climate related risks and changes in regulatory policy that may impact our South
African coal operations.
Management continually engage with governments and local communities and
other stakeholders on climate change-related challenges impacting the local
area and the South African coal industry at large.
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Risk
Management
Processes for managing
climate-related risks.
The Board and Senior management co-ordinate the Group’s analysis and planning
of the effects of climate change on our business. The Board regularly discusses
the impact of any risks identified through the organisation, particularly in relation to
material matters that may impact the viability of the Group’s coal operations. The
Board regularly reviews and analyses coal market and outlook research, particularly
in relation to targets set out in local climate policy such as JET IP and global climate
scenarios such as NZE 2050.
The mitigation of GHG emissions and identification of climate related risks has been
integrated into our corporate policy, project and procurement evaluation criteria at our
South African operations to ensure it is consistently applied and managed.
The Group continuously monitors and reports key performance indications relating to
environmental matters, including the location of CO
2
emissions, their levels and intensity.
On an ongoing basis, the Group assesses the impact of carbon pricing, climate
regulation and taxation on going concern assumptions, the Group’s current and future
strategy and operations.
Risk
Management
Processes for
identifying, assessing,
and managing
climate-related
risks are integrated
into the overall risk
management.
New or evolving climate change risks identified by both senior and local management
are to be reported to and discussed at Board level and incorporated into the strategy,
planning and climate policy of the Group.
Where possible, plans to mitigate the effect of climate change on our operations
and our local communities will be integrated into the mines regulatory environmental
management and social and labour plans.
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Metrics and
Targets
Metrics used by the
Group to assess
climate related risks
and opportunities in
line with its strategy
and risk management
process.
A financial segmentation of the Group’s South African coal mining and processing
assets that are impacted by the climate related risks and opportunities outlined above
can be found on page 80.
The Group recognises that its ability to reduce overall carbon emissions is constrained
at present by the main segment of it business activities, being coal mining and
processing in South Africa. The Group has, however, sought to appropriately target
its emission reduction strategy to the elements of its operations where a meaningful
reduction in greenhouse gas emissions can be effected, and this will be reflected in
the targets set by the Group in due course.
The Group measures and report our CO
2
emissions across the Group including a
breakdown of UK and South African coal operations. See below for disclosure of
emissions during the year.
Metrics and
Targets
Scope 1, Scope 2 and,
if appropriate, Scope 3
greenhouse gas (GHG)
emissions, and the
related risks.
The Group is committed to measuring and reporting our scope 1 and 2 greenhouse
gas emissions, see below for disclosure of emissions during the year.
Scope 3 emissions are not currently measured given the size and life of mine of
the Group’s South African coal operations and the uncertainty and impracticality in
accurately measuring such emissions throughout the value chain. The Group will
continue to assess the above approach as part of its continued review of compliance
with the TCFD Recommendations and taking into account any material changes in
future business activities.
Metrics and
Targets
Targets used by the
Group to manage
climate-related risks
and opportunities and
performance against
targets.
Over 99% of the Group’s GHG Emissions relate to our South African coal operations
which has a current life of mine of 6 years.
In the short term, the Group’s continues to evaluate areas where GHG emissions can
be further reduced, particularly scope 2 emissions related to the heavy sources of
electricity usage at our coal washing plant. Once the Group has identified the scope of
further potential reductions, their time, capital cost and practicability of implementation,
short term targets for the Group will be reassessed.
Over the long term, as part of the Group’s business strategy, the Board continues to
evaluate opportunities to diversify its business activities. In turn, targets related to GHG
emissions will be re-evaluated in line with any future changes in the Group’s planned
operating activities.
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Green House Gas reporting
We have reported on all of the emission sources required under the Companies Act 2006 (Strategic Report and Directors’ Reports)
Regulations.
The data detailed in these tables represent emissions and energy use for which Bisichi PLC is responsible. To calculate our
emissions, we have used the main requirements of the Greenhouse Gas Protocol Corporate Standard and a methodology adapted
from the Intergovernmental Panel on Climate Change (2019), along with the UK Government GHG Conversion Factors for
Company Reporting 2023.
Any estimates included in our totals are derived from actual data which have been extrapolated to cover the full reporting periods.
Our reporting includes our energy use and emissions associated with our UK office, which are minimal (1.2 tonnes of CO
2
e).
The Group’s carbon footprint:
2023
CO
2
e
Tonnes
2022
CO
2
e
Tonnes
Emissions source:
Emissions from the combustion of fuel or the operation of any facility including fugitive emissions
from refrigerants use
39,709 39,564
Emissions resulting from the purchase of electricity, heat, steam or cooling by the company for its
own use (location based)
7,601 12,267
Total gross emissions 47,310 51,831
Of which:
UK 1 3
South Africa 47,309 51,828
Intensity:
Tonnes of CO
2
per £ sterling of revenue 0.0010 0.0005
Tonnes of CO
2
per tonne of coal produced 0.0587 0.0629
kWh kWh
Energy consumption used to calculate above emissions 90,218,230 87,292,816
Of which UK 7,601 12,341
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Principal risks & uncertainties
PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK
COAL PRICE AND VOLUME RISK
The Group is exposed to coal price risk as its future
revenues will be derived 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.
The Group’s South African mining and coal processing
operational earnings are significantly dependent on
movements in both the export and domestic coal price.
The price of export sales is derived from a US Dollar-
denominated export coal price and therefore the price
achievable in South African Rands can be influenced by
movements in exchange rates and overall global demand
and supply. The volume of export sales achievable can be
influenced by rail capacity and export quota constraints at
Richards Bay Coal Terminal under the Quattro programme.
The domestic market coal prices are denominated in South
African Rand and are primarily dependant on local demand
and supply.
In the short term, disconnections in global energy markets
and global economic volatility may result in additional price
volatility in both the export and domestic market due to
fluctuations in both demand and supply.
Longer term both the demand and supply of coal in the
domestic and global market may be negatively impacted
by climate related risks such as regulatory changes
related to climate change and governmental CO
2
emission
commitments.
The Group primarily focuses on managing its underlying production
and processing costs to mitigate coal price volatility as well as from
time to time entering into forward sales contracts with the goal of
preserving future revenue streams. The Group has not entered into
any such contracts in 2022 and 2023.
The Group’s export and domestic sales are determined based on the
ability to deliver the quality of coal required by each market together
with the market factors set out opposite. Volumes of export sales
achieved during the year were primarily dependent on the Group’s
ability to produce the higher quality of coal required for export,
obtaining adequate rail capacity and utilising allowable export quotas
under the Quattro programme. The volume of domestic market
sales achieved during the year were primarily dependant on local
demand and supply as well as the Group’s ability to produce the
overall quality of coal required. The Group continues to assess on
an ongoing basis its dependence on the above factors and evaluate
alternative means to ensure coal sales and prices achieved are
optimised.
The Group assesses on an ongoing basis the impact of volatility
in global energy markets, economic volatility and climate change
related risks may have on the Group’s mining operations and future
investment decisions as outlined in the Group’s climate change
reporting on page 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 experts,
referred to in the industry as the “Competent Person”, to determine
the estimated reserves and their technical and commercial feasibility
for extraction. In addition, management engage Competent Persons
to assist management in the production of detailed life of mine plans
as well as in the monitoring of actual mining results versus expected
performance and management’s response to variances. The Group
continued to engage an independent Competent Person in the
current year. Refer to page 5 for details of mining performance.
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PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK
CURRENCY RISK
The Group’s operations are sensitive to currency
movements, especially those between the South African
Rand, US Dollar and British Pound. These movements can
have a negative impact on the Group’s mining operations
revenue as noted above, as well as operational earnings.
The Group is exposed to currency risk in regard to the
Sterling value of inter-company trading balances with
its South African operations. It arises as a result of the
retranslation of Rand denominated inter-company trade
receivable balances into Sterling that are held within
the UK and which are payable by South African Rand
functional currency subsidiaries.
The Group is exposed to currency risk in regard to the
retranslation of the Group’s South African functional currency
net assets to the Sterling reporting functional currency of
the Group. A weakening of the South African Rand against
Sterling can have a negative impact on the financial position
and net asset values reported by the Group.
Export sales within the Group’s South African operations are
derived from a US Dollar-denominated export coal price. A
weakening of the US Dollar can have a negative impact on the
South African Rand prices achievable for coal sold by the Group’s
South African mining operations. This in turn can have a negative
impact on the Group’s mining operations revenue as well as
operational earnings as the Group’s mining operating costs are
Rand denominated. In order to mitigate this, the Group may enter
into forward sales contracts in local currencies with the goal of
preserving future revenue streams. The Group has not entered into
any such contracts in 2023 and 2022.
Although it is not the Group’s policy to obtain forward contracts to
mitigate foreign exchange risk on inter-company trading balances
or on the retranslation of the Group’s South African functional
currency net assets, management regularly review the requirement
to do so in light of any increased risk of future volatility.
Refer to the ‘Financial Review’ for details of significant currency
movement impacts in the year.
NEW RESERVES AND MINING PERMISSIONS
The life of the mine, acquisition of additional reserves,
permissions to mine (including ongoing and once-off
permissions) and new mining opportunities in South
Africa generally are contingent on a number of factors
outside of the Group’s control such as approval by
the Department of Mineral Resources and Energy, the
Department of Water Affairs and Forestry and other
regulatory or state owned entities.
In addition, the Group’s South African operations are
subject to the government Mining Charter 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 Mining Review on page 5 as
well as in the Sustainable Development report on page 7 and in this
section under the headings environmental risk, health & safety risk
and labour risk. Additionally, in order to mitigate this risk, the Group
strives to provide adequate resources to this area including the
employment of adequate personnel and the utilisation of third party
consultants competent in regulatory compliance related to mining
rights and mining permissions.
POWER SUPPLY RISK
The current utility provider for power supply in South
Africa is the 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 provision of power supply
to the Group’s mining operations may disrupt mining
productionand impact on earnings.
The Group’s mining operations have to date not been affected by
power cuts. However the Group manages this risk through regular
monitoring of Eskom’s performance and ongoing ability to meet
power requirements. In addition, the Group continues to assess
the ability to utilise diesel generators as an alternative means of
securing power in the event of power outages.
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PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK
FLOODING RISK
The Group’s mining operations are susceptible
to flooding which could disrupt mining
production and impact on earnings.
Management monitors water levels on an ongoing basis and various projects
have been completed, including the construction of additional dams, to
minimise the impact of this risk as far as possible.
ENVIRONMENTAL RISK
The Group’s South African mining operations
are required to adhere to local environmental
regulations. Any failure to adhere to local
environmental regulations, could adversely
affect the mine’s ability to mine under its
miningright in South Africa.
In line with all South African mining companies, the management of this risk
is based on compliance with the Environment Management Plan. In order to
ensure compliance, the Group strives to provide adequate resources to this area
including the employment of personnel and the utilisation of third party consultants
competent in regulatory compliance related to environmental management.
To date, Black Wattle is fully compliant with the regulatory requirements of
the Department of Water Affairs and Forestry and has an approved water use
licence. Further details of the Group’s Environment Management Programme
are disclosed in the Sustainable development report on page 7.
HEALTH & SAFETY RISK
Attached to mining there are inherent health
and safety risks. Any such safety incidents
disrupt operations, and can slow or even stop
production. In addition, the Group’s South
African mining operations are required to
adhere to local Health and Safety regulations.
The Group has a comprehensive Health and Safety programme in place
to mitigate this risk. Management strive to create an environment where
Health and safety of our employees is of the utmost importance. Our Health
& Safety programme provides clear guidance on the standards our mining
operation is expected to achieve. In addition, management receive regular
updates on how our mining operations are performing. Further details of
the Group’s Health and Safety Programme are disclosed in the Sustainable
Development report on page 7.
CLIMATE CHANGE RISK
Climate change is a material issue that can
affect our South African coal business through:
•• changes in carbon pricing, taxes, and coal
mining regulation;
•• extreme climatic events;
•• access to capital and services and allocation
thereof; and
•• reduced demand and prices for coal.
Transition and physical risks related to climate change are regularly
discussed and acted upon at Board and management levels, particularly
those related to the viability of the Group’s South African coal operations
and the future allocation of capital. Further details of the Group’s
performance and management of climate change related risk is set out in
the Group’s climate change report on page 11.
LABOUR RISK
The Group’s mining operations and coal
washing plant facility are labour intensive and
unionised. Any labour disputes, strikes or wage
negotiations may disrupt production and impact
earnings.
In order to mitigate this risk, the Group strives to ensure open and
transparent dialogue with employees across all levels. In addition,
appropriate channels of communication are provided to all employment
unions at Black Wattle to ensure effective and early engagement on
employment matters, in particular wage negotiations and disputes.
Refer to the ‘Employment & diversity’ section on page 9 for further details.
2323Bisichi PLC
Strategic Report
Principal risks & uncertainties
PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK
SOCIO-ECONOMIC, POLITICAL INSTABILITY & REGULATORY ENVIRONMENT RISK
The Group is exposed to a wide range of political,
economic, regulatory, social and tax environments,
particularly in South Africa. Regulation applicable to
resource companies can often be subject to adverse and
unexpected changes. Environmental, social, economic
and tax regulatory codes can be complex and uncertain
in their application. The Group may be impacted by
adverse actions and decisions by governments including
operational delays, delays or loss of permits or licenses to
operate. Laws and regulations in the countries in which we
operate may change or be implemented in a manner that
may have a materially adverse effect on the Group. Our
operations may also be affected by political, economic and
unemployment instability, including terrorism, civil disorder,
violent crime, war and social unrest.
The Group actively engages with governments, regulators and
other stakeholders within the countries in which it operates. The
Group endeavours to operate its businesses according to high
legal, ethical, social and human rights standards and comply with all
applicable environmental, social and tax laws and regulations.
The Group’s assets and investments are diversified across various
countries which reduces the Group’s exposure to any particular
country. The Board regularly assesses the political and socio-
economic environment and related risks of the countries it operates
and invests in.
CASHFLOW RISK
Commodity price risk, currency volatility and the
uncertainties inherent in mining may result in favourable
or unfavourable cashflows.
In order to mitigate this, we seek to balance the high risk of our
mining operations with a dependable cash flow from our UK
property investment operations which are actively managed by
London & Associated Properties PLC and our equity investment
portfolio. Due to the long term nature of the leases, the effect
on cash flows from property investment activities are expected
to remain stable as long as tenants remain in operation. Refer to
Financial and Performance review on page 24 for details of the
property and investment portfolio performance.
PROPERTY VALUATION RISK
Fluctuations in property values, which are reflected in
the Consolidated Income Statement and Balance Sheet,
are dependent on an annual valuation of the Group’s
commercial and residential development properties. A
fall in UK commercial and residential property can have a
marked effect on the profitability and the net asset value
of the Group as well as impact on covenants and other
loan agreement obligations.
The economic performance of the United Kingdom,
including counter inflationary regulatory measures, as
well as the current economic performance and trends
of the UK retail market, may impact the level of rental
income, yields and associated property valuations of the
Group’s UK property assets including its investments in
Joint Ventures.
The Group utilises the services of London & Associated Properties
PLC whose responsibility is to actively manage the portfolio to
improve rental income and thus enhance the value of the portfolio
over time. In addition, management regularly monitor banking
covenants and other loan agreement obligations as well as the
performance of our property assets in relation to the overall market
over time.
Management continues to monitor and evaluate the impact of
counter inflationary regulatory measures and the current economic
performance of the UK retail market on the future performance of
the Group’s existing UK portfolio. In addition, the Group assesses
on an ongoing basis the performance of the UK retail market on the
Group’s banking covenants, loan obligations and future investment
decisions.
Refer to page 28 for details of the property portfolio performance.
24 Bisichi PLC
Strategic Report
EBITDA, adjusted EBITDA and mining
production are used as key performance
indicators for the Group and its mining
activities as the Group has a strategic
focus on the long term development of its
existing mining reserves and the
acquisition of additional mining reserves
in order to realise shareholder value.
Mining production can be defined as the
coal quantity in metric tonnes extracted
from our reserves during the period and
held by the mine before any processing
through the washing plant. Whilst profit/
(loss) before tax is considered as one of
the key overall performance indicators of
the Group, the profitability of the Group
and the Group’s mining activities can be
impacted by the volatile and capital
intensive nature of the mining sector.
Accordingly, EBITDA and adjusted
EBITDA are primarily used as key
performance indicators as they are
indicative of the value associated with the
Group’s mining assets expected to be
realised over the long term life of the
Group’s mining reserves. In addition, for
the Group’s property investment
operations, the net property valuation
and net property revenue are utilised as
key performance indicators as the
Group’s substantial property portfolio
reduces the risk profile for shareholders
by providing stable cash generative UK
assets and access to capital appreciation.
Certain key performance indicators below
are not Generally Accepted Accounting
Practice measures and are not intended
as a substitute for those measures, and
may or may not be the same as those
used by other companies.
Key performance indicator
The key performance indicators for the Group are:
2023
£’000
2022
£’000
For the Group:
Operating profit before depreciation, fair value adjustments and exchange movements (adjusted EBITDA) 2,647 39,363
EBITDA 3,354 39,980
Profit before tax 610 38,014
For our property investment operations:
Net property valuation 10,610 10,465
Net property revenue 1,268 1,108
For our mining activities:
Operating profit before depreciation, fair value adjustments and exchange movements (adjusted EBITDA) 1,380 38,126
EBITDA 1,222 37,856
Tonnes
‘000
Tonnes
‘000
Mining production 807 824
Quantity of coal sold 1,031 1,287
Financial & performance review
The movement in the Group’s Adjusted EBITDA from £39.4million in 2022 to
£2.6million in 2023 can mainly be attributed to the performance of the Group’s
South African operations. Lower volumes of coal sold, lower export coal prices and
a lower proportion of sales into the export market at Sisonke Coal Processing had a
significant impact on the Group’s revenue in 2023.
2525Bisichi PLC
Strategic Report
Financial & performance review
The key performance indicators of the Group
can be reconciled as follows:
Mining
£’000
Property
£’000
Other
£’000
2023
£’000
Revenue 47,424 1,268 561 49,253
Transport and loading cost (2,812) - - (2,812)
Mining and washing costs (35,808) - - (35,808)
Other operating costs excluding depreciation (7,424) (557) (5) (7,987)
Operating profit before depreciation, fair value adjustments and
exchange movements (adjusted EBITDA)
1,380 711 556 2,647
Exchange movements (158) - - (158)
Fair value adjustments - 145 - 145
Gains on investments held at fair value through profit and loss (FVPL) - - 759 759
Operating profit excluding depreciation 1,222 856 1,315 3,393
Share of loss in joint venture - (39) - (39)
EBITDA 1,222 817 1,315 3,354
Net interest movement (960) (291) - (1,251)
Depreciation (1,493) - - (1,493)
Profit before tax (1,231) 526 1,315 610
The key performance indicators of the Group
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)
Operating profit before depreciation, fair value adjustments and
exchange movements (adjusted EBITDA)
38,126 652 585 39,363
Exchange movements (270) - - (270)
Fair value adjustments - (60) - (60)
Gains on investments held at fair value through profit and loss (FVPL) - - 1,036 1,036
Operating profit excluding depreciation 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)
Profit before tax 36,100 293 1,621 38,014
26 Bisichi PLC
Strategic Report
Financial & performance review
Adjusted EBITDA is used as a key indicator
of the operating trading performance of
the Group and its operating segments
representing operating profit before the
impact of depreciation, fair value
adjustments, gains/(losses) on disposal of
other investments and foreign exchange
movements. The Group’s operating
segments include its South African mining
operations and UK property. The
performance of these two operating
segments are discussed in more
detailbelow.
The Group achieved an EBITDA for the
year of £3.4million (2022: £40.0million).
The movement compared to the prior
year can mainly be attributed to the
decreased EBITDA from our mining
activities of £1.2million (2022:
£37.9million). In addition, the Group’s fair
value gain, related to our UK property
was £0.15million (2022: loss £0.1million)
and gains related to investments held at
fair value through profit and loss were
£0.8million (2022: £1.0million).
The Group reported a profit before tax of
£0.6million (2022: £38.0million) for the
year resulting in a decrease in taxation
for the year to £0.3million (2022: £11.9
million). This resulted in the Group
achieving an overall profit for the year
after tax of £0.3million (2022:
£26.1million), of which £0.26million
(2022: £17.6million) was attributable to
equity holders of the company.
South African mining operations
Performance
The key performance indicators of the Group’s South African mining operationsarepresented in South African Rand and UK
Sterling as follows:
South African Rand UK Sterling
2023
R’000
2022
R’000
2023
£’000
2022
£’000
Revenue 1,087,690 1,886,276 47,422 93,413
Transport and loading costs (64,497) (105,023) (2,812) (5,201)
Mining and washing costs (821,307) (767,490) (35,808) (38,008)
Operating profit before other operating costs and depreciation 201,886 1,013,763 8,802 50,204
Other operating costs (excluding depreciation) (7,422) (12,078)
Operating profit before depreciation, fair value adjustments and
exchange movements (adjusted EBITDA)
1,380 38,126
Exchange movements (158) (270)
EBITDA 1,222 37,856
2023
‘000
2022
‘000
Mining production in tonnes 807 824
2023
R
2022
R
Net Revenue per tonne of mining production 1,268 2,162
Mining and washing costs per tonne of mining production (1,018) (931)
Operating profit per tonne of mining production before other operating costs and depreciation 250 1,231
Net Revenue per tonne of mining production can be defined as the revenue price achieved per metric tonne of mining production
less transportation and loading costs.
2727Bisichi PLC
Strategic Report
Financial & performance review
A breakdown of the quantity of coal sold and revenue of the Group’s South African mining operations are presented in metric
tonnes and South African Rand as follows:
Domestic
‘000
Export
‘000
2023
‘000
Domestic
‘000
Export
‘000
2022
‘000
Quantity of coal sold in tonnes 897 134 1,031 1,025 262 1,287
Domestic
R’000
Export
R’000
2023
R’000
Domestic
R’000
Export
R’000
2022
R’000
Revenue 843,218 244,472 1,087,690 795,132 1,091,144 1,886,276
R R R R R R
Net Revenue per tonne of coal sold 938 1,357 992 774 3,770 1,384
Mining and washing costs per tonne
ofcoal sold
(797) (596)
Operating profit per tonne of coal
sold before other operating costs
anddepreciation
196 788
The quantity of coal sold can be defined
as the quantity of coal sold in metric
tonnes by the Group in any given period.
Net Revenue per tonne of coal sold can
be defined as the revenue price achieved
less transportation and loading costs per
metric tonne of coal sold.
Total net revenue per tonne of coal sold
for the Group’s mining and processing
operations decreased for the year from
R1,384 per tonne of coal sold in 2022 to
R992 in 2023, mainly attributable to the
average price decreases per tonne in the
export market. This offset the average
price increases in the domestic market.
The average price increases in the
domestic market were attributable to an
increase in higher quality coal, destined
for the export market, being sold
domestically due to the lack of export rail
capacity available.
A decrease in mining production from
Black Wattle and a decrease in buy-in
coal processed during the year offset a
decrease in coal inventories at the end of
the year resulting in the quantity of coal
sold for the year decreasing to
1.031million tonnes (2022: 1.287million
tonnes).
Overall, revenue from the Group’s South
African mining operations decreased
during the year to R1.088billion (2022:
R1.886billion) mainly due to the lower
coal export prices achievable and a
decrease in overall coal volumes sold,
particularly into the export market due to
a lack of available export rail capacity.
Mining and washing costs per tonne of
coal sold during the year increased from
R596 per tonne in 2022 to R797 per
tonne in 2023 mainly due to an increases
in mining costs per tonne from Black
Wattle as outlined in the Mining Review
on page 5. This resulted in an increase in
total mining and washing costs for the
Group to R821.3million (2022:
R767.4million).
Other operating costs (excluding
depreciation) of £7.4million (2022:
£12.08million) include general
administrative costs and administrative
salaries and wages related to our South
African mining operations that are
incurred both in South Africa and in the
UK. These costs are not significantly
impacted by movements in mining
production and coal processing. The
decrease during the year can mainly be
attributed to higher salaries and wages
costs of the Group in 2022 due to the
financial performance in the same period.
Overall costs in South Africa were in line
with management’s expectations and
local inflation.
In summary, the movement in the Group’s
Adjusted EBITDA from £39.4million in
2022 to £2.6million in 2023 can mainly
be attributed to the performance of the
Group’s South African mining and coal
processing operations outlined above. A
further explanation of the mines
operational performance can be found in
the Mining Review on page 5.
28 Bisichi PLC
Strategic Report
Financial & performance review
UK property investment
Performance
The Group’s portfolio is managed actively
by London & Associated Properties plc.
Rental performance levels improved in
2023. Net property revenue (excluding
joint ventures and service charge income)
across the portfolio increased during the
year to £1.26million (2022: £1.11million).
The property portfolio was externally
valued at 31 December 2023 and the
value of UK investment properties
attributable to the Group at year end
increased marginally to £10.610million
(2022: £10.465million).
Joint venture property investments
The Group holds a £0.6million (2022:
£0.6million) joint venture investment in
Dragon Retail Properties Limited, a UK
property investment company. The open
market value of the company’s share of
investment properties included within its
joint venture investment in Dragon Retail
Properties decreased marginally during
the year to £1.015million (2022:
£1.019million).
The Group continues to hold a
£0.4million (2022: £0.4million) 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
carrying value of the Group’s share of the
trading property inventory included within
this development is valued at £4.4million
(2022: £4.1million). The joint venture has
obtained planning consent for a
residential development of 56 flats and
four retail units. During 2023 the joint
venture has been finalising detailed
designs for the project and working with
contractors and designers to improve
building efficiency and maximise potential
returns. Currently, the joint venture is in
detailed negotiations to finance
construction of this development and
intend to commence work in the second
half of 2024. We look forward to updating
shareholders further in due course.
The Group continues to hold a one third
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 Real Estate Ltd. The company
was set up with the purpose of delivering
a residential development of 44 flats and
4 town houses in Purley, London.
Development Physics acquired a series of
options on the site and registered for
planning permission for its development.
A planning application submitted in 2023
for 44 flats and 4 town houses was
rejected in January 2023 despite being
recommended for approval by the
planning officer. Our appeal, although we
won on design and construction matters,
was ultimately unsuccessful on a legal
technicality and we are currently
considering whether to submit a new
application. At year end, the negative
carrying value of the investment held by
the Group was £24,000 (2022: £14,000).
Overall, the Group achieved net property
revenue of £1.4million (2022: £1.2million)
for the year which includes the company’s
share of net property revenue from its
investment in joint ventures of £113,000
(2022: £108,000).
Other Investments
During the year the Group’s non-current
investments held at fair value through
profit and loss increased from
£12.6million in 2022 to £14.3million due
to net additions during the year of
£0.8million (2022: £8.2million) and gains
from investments of £0.9million (2022:
£0.7million). The investments comprise of
£6.8million (2022: £6.8million) of
investments listed on stock exchanges in
the United Kingdom and £7.4million
(2022: £5.8million) of investments listed
on overseas stock exchanges. The
Group’s listed investments continue to
comprise primarily listed equities involved
in extractive and energy related business
activities, including entities involved in the
extraction of commodities needed for the
clean energy transition.
2929Bisichi PLC
Strategic Report
Financial & performance review
Cash flow generated from operating
activities decreased compared to the
prior year to £1.8million (2022:
£30.7million). This can mainly be
attributed to the decrease in operating
profit during the year to £1.9million
(2022: £39.0million). The decrease in
operating profit can mainly be attributed
to the weaker overall performance of the
Group’s South African coal mining and
processing operations.
Investing cashflows primarily reflect the
net acquisitions of listed equity
investments of £0.8million (2022:
£8.1million) and capital expenditure
during the year of £5.9million (2022:
£8.5million) which can mainly be
attributable to mine development costs at
Black Wattle. As at year end the Group’s
mining reserves, plant and equipment had
a carrying value of £18.8million (2022:
£16.4 million) with capital expenditure
being offset by depreciation of £1.4million
(2022: £1.1milion) and exchange
translation movements of £2.0million
(2022: £0.6million) for the year.
Cash outflows from financing activities
includes a net decrease in borrowings of
£0.5million (2022: increase £0.5million).
In addition, dividends were paid during
the year to equity shareholders of
£2.3million (2022: £0.6million).
Overall, the Group’s cash and cash
equivalents decreased during the year by
£7.8million (2022: increase of
£6.9million). The Group’s net balance of
cash and cash equivalents (including
bank overdrafts) at year end was negative
£0.3million (2022: £7.4million).
The Group has considerable financial
resources available at short notice
including cash and cash equivalents
(excluding bank overdrafts) of £3.2million
(2022: £10.6 million) and listed
investments of £15.0million (2022:
£13.5million) as at year end. The above
financial resources totalling £18.2million
(2022: £24.1million).
The net assets of the Group reported as
at year end were £33.6million (2022:
£35.6million) and total assets at
£59.8million (2022: £63.8million).
Liabilities decreased from £28.2million to
£26.2million during the year primarily due
to an decrease in trade and other
payables from £13.3million to £11.6million
offsetting an increase in tax payable from
£4.3million to £5.2million.
Further details on the Group’s cashflow
and financial position are stated in the
Consolidated Cashflow Statement on
page 69 and the Consolidated Balance
Sheet on page 66 and 67.
Cashflow
The following table summarises the main components of the consolidated cashflow for the year:
Year ended
31 December
2023
£’000
Year ended
31 December
2022
£’000
Cash flow generated from operations before working capital and other items 2,647 39,768
Cash flow from operating activities 1,778 30,698
Cash flow from investing activities (6,701) (16,584)
Cash flow from financing activities (2,874) (7,206)
Net (decrease) / increase in cash and cash equivalents (7,797) 6,908
Cash and cash equivalents at 1 January 7,365 482
Exchange adjustment 140 (25)
Cash and cash equivalents at 31 December (292) 7,365
Cash and cash equivalents at 31 December comprise:
Cash and cash equivalents as presented in the balance sheet 3,242 10,590
Bank overdrafts (secured) (3,534) (3,225)
(292) 7,365
30 Bisichi PLC
Strategic Report
Financial & performance review
Loans
South Africa
The Group has a structured trade finance
facility with Absa Bank Limited for
R85million held by Sisonke Coal
Processing (Pty) Limited, a 100%
subsidiary of Black Wattle Colliery (Pty)
Limited. This facility comprises of an
R85million revolving facility to cover the
working capital requirements of the
Group’s South African operations. The
facility is renewable annually and is
secured against inventory, debtors and
cash that are held in the Group’s South
African operations.
United Kingdom
The Group holds a 5 year term facility 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
overall interest cost of the loan is 4.00%
above the Bank of England base rate.
The loan is secured by way of a first
charge over the investment properties in
the UK which are included in the financial
statements at a value of £10.6million. The
debt package has a five year term and is
repayable at the end of the term in
December 2024. The Group intends to
renew or refinance the loan prior to the
end of its term. No banking covenants
were breached by the Group during the
year.
Statement regarding Section 172 of
the UK Companies Act
Section 172 of the UK Companies Act
requires the Board to report on how the
directors have had regard to the matters
outlined below in performing their duties.
The Board consider the Group’s
customers, employees, local
communities, suppliers and shareholders
as key stakeholders of the Group. During
the year, the Directors consider that they
have acted in a way, and have made
decision that would, most likely promote
the success of the Group for the benefit
of its members as a whole as outlined in
the matters below:
•• The likely consequences of any
decision in the long term: see Principal
activity, strategy & business model on
page 4 and Principal Risks and
Uncertainties on page 20;
•• The interests of the Group’s employees;
ethics and compliance; fostering of the
Company’s business relationships with
suppliers, customers and others; and
the impact of the Group’s operations on
the community and environment: see
Sustainability report on page 7;
•• The need to act fairly between
members of the Company: see the
Corporate Governance section on page
35.
Future prospects
In the first quarter of the 2024, we have
seen improved production from Black
Wattle, our coal mining operation. In our
South African coal markets, coal prices
have stabilised and the availability of rail
for export has improved for the year to
date in comparison to 2023. In light of
this, management will be focussing on
sustaining production levels, maintaining
a diversified sales market and keeping
operating costs low.
The Group continues to seek and
evaluate opportunities to transition into
alternative mining, commodity and
renewable energy related opportunities
through new commercial arrangements.
In the UK, management is looking forward
to 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.
This is in line with the Group’s overall
strategy of balancing the high risk of our
mining operations with a dependable
cash flow and capital appreciation from
our UK property investment operations
and equity investments.
To date, the Group’s financial position has
remained strong and at present, the
Group has adequate financial resources
to ensure the Group remains viable for
the foreseeable future and that liabilities
are met. A full going concern and viability
assessment can be found in the Directors
report on page 39.
Further information on the outlook of the
company can be found in both the
Chairman’s Statement on page 2 and the
Mining Review on page 5 which form part
of the Strategic Report.
Signed on behalf of the Board of
Directors
Garrett Casey
Finance Director
22 April 2024
30
3131Bisichi PLC
Governance
*
ANDREW R HELLER MA, ACA
(Chairman & Managing Director)
GARRETT CASEY CA (SA)
(Finance Director)
ROBERT GROBLER Pr Cert Eng
(Director of Mining)
O *
JOHN A SIBBALD BL (Non-executive)
Jonh Sibbald has been a Director since
1988. After qualifying as a Chartered
Accountant he spent over 20 years in
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
over 20 years and has extensive
experience in investment management,
in particular within the mining sector.
JOHN A HELLER LLB, MBA
(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
Garrett Casey CA (SA)
BLACK WATTLE COLLIERY
AND SISONKE COAL
PROCESSING DIRECTORS
Andrew Heller
(ManagingDirector)
Ethan Dube
Robert Grobler
Garrett Casey
Millicent Zvarayi
COMPANY REGISTRATION
Company registration No.
00112155 (Incorporated in
WEBSITE
www.bisichi.co.uk
E-MAIL
admin@bisichi.co.uk
AUDITOR
Kreston Reeves LLP, London
PRINCIPAL BANKERS
United Kingdom
Julian Hodge Bank Limited
Santander UK PLC
Investec PLC
South Africa
ABSA Bank (SA)
First National Bank (SA)
CORPORATE SOLICITORS
United Kingdom
Ashfords LLP, London
Fladgate LLP, London
Olswang LLP, London
Wake Smith Solicitors
Limited, Sheffield
South Africa
Beech Veltman Inc,
Johannesburg
Brandmullers Attorneys,
Middelburg
Cliffe Decker Hofmeyer,
Johannesburg
Herbert Smith Freehills,
Johannesburg
Natalie Napier Inc,
Johannesburg
Tugendhaft Wapnick
Banchetti andPartners,
Johannesburg
STOCKBROKERS
Shore Capital Stockbrokers
Limited
REGISTRARS AND
TRANSFEROFFICE
Link Group
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:
https://www.linkgroup.eu
Email:
shareholderenquiries@
linkgroup.co.uk
Company registration
number: 00112155
(England and Wales)
MANAGEMENT TEAM OTHER DIRECTORS AND ADVISORS
* Member of the nomination committee
O Member of the audit, nomination
andremuneration committees.
Governance
32 Bisichi PLC
Governance
2023
£’000
2022
£’000
2021
£’000
2020
£’000
2019
£’000
Consolidated income statement items
Revenue 49,253 95,111 50,520 29,805 48,106
Operating profit /(loss) 1,900 38,976 3,403 (4,493) 3,658
Profit/(Loss) before tax 610 38,014 2,501 (5,196) 3,027
Trading profit /(loss) before tax (255) 3 7,1 2 7 1,559 (3,881) 4,493
Revaluation and impairment profit /(loss) before tax 865 887 942 (1,315) (1,466)
EBITDA 3,354 39,980 5,849 (2,387) 5,868
Operating profit before depreciation, fair value
adjustments and exchange movements (adjusted EBITDA)
2,647 39,363 5,028 (1,111) 7,457
Consolidated balance sheet items
Investment properties 10,610 10,465 10,525 10,270 11,565
Other non-current investments 15,260 13,631 4,761 3,001 1,629
25,870 24,096 15,286 13,271 13,194
Current Investments held at fair value 734 886 685 833 1,119
26,604 24,982 15,971 14,104 14,313
Other assets less liabilities less non-controlling interests 5,386 8,820 1,541 1,969 5,619
Total equity attributable to equity shareholders 31,990 33,802 17,512 16,073 19,932
Net assets per ordinary share (attributable) 299.6p 316.6p 164.0p 150,5p 186.7p
Dividend per share 7.00p 22.00p 6.00p 0p 1.00p
Financial calendar
18 June 2024 Annual General Meeting
Late August 2024 Announcement of half-year results to30June 2024
Late April 2025 Announcement of results for year ending 31December 2024
Five year summary
3333Bisichi PLC
Governance
Review of business, future
developments and post balance
sheet events
The Group continues its mining activities.
Income for the year was derived from
sales of coal from its South African
operations. The Group also has an equity
investment portfolio, a property
investment portfolio for which it receives
rental income and joint venture
investments in two UK residential
property developments.
The results for the year and state of
affairs of the Group and the company at
31 December 2023 are shown on pages
64 to 113 and in the Strategic Report on
pages 2 to 30. Future developments and
prospects are also covered in the
Strategic Report and further details of
any post balance sheet events can be
found in note 32 to the financial
statements. Over 98 per cent of staff are
employed in the South African coal
mining industry – employment matters
and health and safety are dealt with in the
Strategic Report.
The management report referred to in the
Director’s responsibilities statement
encompasses this Directors’ Report and
Strategic Report on pages 2 to 30.
Corporate responsibility
Environment
The environmental considerations of the
Group’s South African coal mining
operations are covered in the Strategic
Report on pages 2 to 30.
The Group’s UK activities are principally
property investment whereby premises
are provided for rent to retail businesses
and a joint venture investment in a UK
residential property development in West
Ealing.
The Group seeks to provide those
tenants with good quality premises from
which they can operate in an efficient and
environmentally friendly manner.
Wherever possible, improvements, repairs
and replacements are made in an
environmentally efficient manner and
waste recycling arrangements are in
place at all the company’s locations.
Climate Change Reporting and
Greenhouse Gas Emissions
The Group’s climate change report and
details on its greenhouse gas emissions
for the year ended 31 December 2023
can be found on page 11 of the Strategic
Report.
Employment
The Group’s policy is to attract staff and
motivate employees by offering
competitive terms of employment. The
Group provides equal opportunities to all
employees and prospective employees
including those who are disabled. The
Strategic Report gives details of the
Group’s activities and policies concerning
the employment, training, health and
safety and community support and social
development concerning the Group’s
employees in South Africa.
Dividend policy
As outlined in the Strategic report on
page 3 the directors are proposing the
payment of a final dividend of 4p (2022:
4p) and a special dividend of 0p (2022:
8p) per share for 2023. An interim
dividend for 2023 of 3p (Interim 2022:
10p) has been paid on 2 February 2024.
The total dividend per ordinary share for
2023 will therefore be 7p (2022: 22p) per
ordinary share.
Investment properties and other
properties
The investment property portfolio is
stated at its open market value of
£10,610,000 at 31 December 2023
(2022: £10,465,000) as valued by
professional external valuers. The open
market value of the company’s share of
investment properties and development
property inventory held at cost included
within its investments in joint ventures is
£5,176,000 (2022: £4,812,000).
Financial instruments
Note 22 to the financial statements sets
out the risks in respect of financial
instruments. The Board reviews and
agrees overall treasury policies,
delegating appropriate authority to the
managing director. Treasury operations
are reported at each Board meeting and
are subject to weekly internal reporting.
Directors’ report
The directors submit their report together with the audited financial
statements for the year ended 31December 2023.
34 Bisichi PLC
Governance
Directors’ report
Following the year under review, the
Company made an investment into a fund
in which John Wong (an independent
non-executive director) is linked by virtue
of his engagement as the fund manager
and having a material interest in the fund.
In accordance with the Companies Act
2006, the Company’s articles of
association and the Disclosure Guidance
and Transparency Rules, John Wong
recused himself from discussions relating
to the proposed investment and the
Board resolved to impose certain
conditions on John Wong given his
interests including, but not limited to,
restricting the availability of information to
John Wong and to exclude him from
discussions and voting on matters
relating to the investment and its ongoing
review in line with the Company’s
treasury policies. In accordance with the
requirements of the Disclosure Guidance
and Transparency Rules, the Company
released an announcement containing
the prescribed information on 3 April
2024.
Directors
The directors of the company for the year
were Sir Michael Heller (ceased to be a
director on 30 January 2023), A R Heller,
G J Casey, C A Joll (ceased to be a director
on 18 April 2024), R J Grobler (a South
African citizen), J A Sibbald, J Wong and
JHeller (appointed 29 March 2023).
Mr J Heller was appointed as a non-
executive director by the Board on 29
March 2023. Mr J Heller is the Chairman
and Managing Director of London &
Associated Properties PLC which holds a
41.6% stake in Bisichi. Mr J Heller has
extensive & valuable experience in
property investment and management.
The directors retiring by rotation are Mr
AR Heller, Mr RJ Grobler and Mr J Wong,
each of whom offer themselves for
re-election.
Mr A R Heller has been an executive director
of the company since 1998. He is a
Chartered Accountant and has been
employed by the Group since 1994 under
a contract of employment determinable at
three months’ notice. The Board
recommends the re-election of Mr AR Heller.
Mr R J Grobler was appointed as General
Mine Manager by Black Wattle Colliery
(Proprietary) Ltd on 1 May 2000. He was
appointed to the Board of Bisichi PLC as
Director of Mining on 22 August 2008.
He has over 40 years’ experience in the
South African coal mining industry. The
board recommends the re-election of
RJGrobler.
Mr J Wong is a qualified Chartered
Accountant and a Chartered Financial
Analyst with extensive experience in the
insurance and investment management
industries. As noted on page 34, Mr J
Wong is linked to an investment made by
the Company and the Board has put in
place certain measures to restrict access
to information and exclude Mr J Wong
from discussions and voting on matters
relating to such investments. As such, the
Board considers that Mr J Wong remains
independent and, following the steps
taken by the Board, can fulfil his duties to
the Company notwithstanding his outside
interests. The Board recommends the
re-election of Mr J Wong.
Other than noted above, no director had
any material interest in any contract or
arrangement with the company during
the year other than as shown in this
report.
Directors’ shareholdings
The interests of the directors in the
shares of the company, including family
and trustee holdings where appropriate,
are shown on page 43 of the Annual
Remuneration Report.
Substantial interests
The following have advised that they have
an interest in 3 per cent. or more of the
issued share capital of the company as at
31 December 2023:
London & Associated Properties PLC –
4,432,618 shares representing 41.6 per
cent. of the issued capital (The Heller
family is a shareholder of London &
Associated Properties PLC).
The Heller Family – 330,117 shares
representing 3.09
per cent. of the
issued capital.
A R Heller – 785,012 shares
representing 7.35
per cent. of the
issued capital.
Stonehage Fleming
Investment
Management Ltd –
1,916,154 shares
representing 17.95
per cent. of the
issued share capital.
Disclosure of information to auditor
The directors in office at the date of
approval of the financial statements have
confirmed that as far as they are aware
that there is no relevant audit information
of which the auditor is unaware. Each of
the directors has confirmed that they
have taken all reasonable steps they
ought to have taken as directors to make
themselves aware of any relevant audit
information and to establish that it has
been communicated to theauditor.
3535Bisichi PLC
Governance
Directors’ report
Indemnities and insurance
The Articles of Association and
Constitution of the company provide for
them to indemnify, to the extent permitted
by law, directors and officers (excluding
the Auditor) of the companies, including
officers of subsidiaries, and associated
companies against liabilities arising from
the conduct of the Group’s business. The
indemnities are qualifying third-party
indemnity provisions for the purposes of
the UK Companies Act 2006 and each of
these qualifying third-party indemnities
was in force during the course of the
financial year ended 31 December 2023
and as at the date of this Directors’
report. No amount has been paid under
any of these indemnities during the year.
The Group has purchased directors’ and
officers’ insurance during the year. In
broad terms, the insurance cover
indemnifies individual directors and
officers against certain personal legal
liability and legal defence costs for claims
arising out of actions taken in connection
with Group business.
Corporate Governance
The Board acknowledges the importance
of good corporate governance. The
paragraphs below set out how the
company has applied this guidance
during the year.
Principles of corporate governance
The Group’s Board appreciates the value
of good corporate governance not only in
the areas of accountability and risk
management, but also as a positive
contribution to business prosperity. The
Board endeavours to apply corporate
governance principles in a sensible and
pragmatic fashion having regard to the
circumstances of the Group’s business.
The key objective is to enhance and
protect shareholder value.
Board structure
The Board currently comprises the joint
executive chairman and managing
director, two other executive directors
and four non-executive directors. Their
details appear on page 31. TheBoard is
responsible to shareholders for the
proper management of the Group. The
Directors’ responsibilities statement in
respect of the accounts is set out on
page 53. The non-executive directors
have a particular responsibility to ensure
that the strategies proposed by the
executive directors are fully considered.
To enable the Board to discharge its
duties, all directors have full and timely
access to all relevant information and
there is aprocedure for all directors, in
furtherance of their duties, to take
independent professional advice, if
necessary, at the expense of the Group.
The Board has a formal schedule of
matters reserved to it and meets bi-
monthly.
The Board is responsible for overall
Group strategy, approval of major capital
expenditure projects and consideration of
significant financing matters.
The following Board committees, which
have written terms of reference, deal with
specific aspects of the Group’s affairs:
•• In 2023, the nomination committee
comprised of two non-executive directors
C A Joll (Chairman) (ceased to be a
director on 18 April 2024) and JA Sibbald
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
terms, remuneration and other benefits
for each of the executive directors,
including performance related bonus
schemes, pension rights and
compensation payments. The Board
itself determines the remuneration of
the non-executive directors. During
2023, the committee comprised of two
non-executive directors C A Joll
(Chairman) ) (ceased to be a director on
18 April 2024) and JA Sibbald. The
company’s executive chairman is
normally invited to attend meetings. The
report on directors’ remuneration is set
out on pages 40 to 49.
•• In 2023, the audit committee comprised
of two non-executive directors C A Joll
(Chairman) (ceased to be a director on 18
April 2024) and JA Sibbald. Its prime
tasks are to review the scope of external
audit, to receive regular reports from the
company’s auditor and to review the
half-yearly and annual accounts before
they are presented to the Board,
focusing in particular on accounting
policies and areas of management
judgment and estimation. The committee
is responsible for monitoring the controls
which are in force to ensure the integrity
of the information reported to the
shareholders. The committee acts as a
forum for discussion of internal control
issues and contributes to the Board’s
review of the effectiveness of the Group’s
internal control and risk management
systems and processes. The committee
also considers annually the need for an
internal audit function. It advises the
Board on the appointment of external
auditors and on their remuneration for
both audit and non-audit work, and
discusses the nature and scope of the
audit with the external auditors. The
committee, which meets formally at least
twice a year, provides a forum for
reporting by the Group’s external
auditors.
36 Bisichi PLC
Governance
Directors’ report
Where such directors were not members
of the relevant committee, meetings are
also attended, by invitation of the
committee, by the Company’s executive
chairman and finance director.
The audit committee also undertakes a
formal assessment of the auditors’
independence each year which includes:
•• a review of non-audit services provided
to theGroup and related fees;
•• discussion with the auditors of a written
report detailing consideration of any
matters that could affect independence
or the perception of independence;
•• a review of the auditors’ own
procedures for ensuring the
independence of the audit firm and
partners and staff involved in the audit,
including the regular rotation of the
audit partner; and
•• obtaining written confirmation from the
auditors that, in their professional
judgement, they are independent.
The audit committee report is set out on
pages50 and 51.
Performance evaluation – board,
boardcommittees and directors
The performance of the board as a whole
and of its committees and the non-
executive directors is assessed by the
executive chairman and is discussed with
the senior independent director. Their
recommendations are discussed at the
nomination committee prior to proposals
for re-election being recommended to the
Board. The performance of executive
directors is discussed and assessed by
the remuneration committee. The senior
independent director meets regularly with
the executive chairman and both the
executive and non-executive directors
individually outside of formal meetings.
The directors will take outside advice in
reviewing performance but have not
found this necessary to date.
Independent directors
The senior independent non-executive
director during 2023 was Christopher Joll
(ceased to be a director on 18 April
2024). The other two independent
non-executive directors are John Sibbald
and John Wong.
Christopher Joll was a non-executive
director of the company 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 Board, Christopher Joll and
John Sibbald continued to fulfil their role
as independent non-executive directors
during the year. The Board considers that
as a result of the systems and controls
the Company has put in place,
notwithstanding his outside business
interests, including in relation to certain
funds in which the Company has
invested, John Wong remains
independent.
The independent directors regularly meet
priorto Board meetings to discuss
corporategovernance issues.
Internal control
The directors are responsible for the
Group’s system of internal control and
review of its effectiveness annually. The
Board has designed the Group’s system of
internal control in order to provide the
directors with reasonable assurance that its
assets are safeguarded, that transactions
are authorised and properly recorded and
that material errors and irregularities are
either prevented or would be detected
within a timely period. However, no system
of internal control can eliminate the risk of
failure to achieve business objectives or
provide absolute assurance against material
misstatement or loss.
The key elements of the control system in
operation are:
•• the Board meets regularly with a formal
schedule of matters reserved to it for
decision and has put in place an
organisational structure with clearly
defined lines of responsibility and with
appropriate delegation of authority;
•• there are established procedures for
planning, approval and monitoring of
capital expenditure and information
systems for monitoring the Group’s
financial performance against approved
budgets and forecasts;
•• UK property and financial operations
are closely monitored by members of
the Board and senior managers to
enable them to assess risk and address
the adequacy of measures in place for
its monitoring and control. The South
African operations are closely
supervised by the UK based executives
through daily, weekly and monthly
reports from the directors and senior
officers in South Africa. This is
supplemented by regular visits by the
UK based finance director to the South
African operations which include
checking the integrity of information
supplied to the UK; and
•• as required by the Disclosure Guidance
and Transparency Rules, the Company
has in place systems and controls to
identify and classify related party
transactions and to ensure the
Company complies with its obligations
in relation to such transactions.
3737Bisichi PLC
Governance
Directors’ report
There were no significant issues identified
during the year ended 31 December 2023
(and up to the date of approval of the
report) concerning material internal
control issues. The directors confirm that
the Board has reviewed the effectiveness
of the system of internal control as
described during the period.
Communication with shareholders
Communication with shareholders is a
matter of priority. Extensive information
about the Group and its activities is given
in the Annual Report, which is made
available to shareholders. Further
information is available on the company’s
website, www.bisichi.co.uk. There is a
regular dialogue with institutional
investors. Enquiries from individuals on
matters relating to their shareholdings
and the business of the Group are dealt
with informatively and promptly.
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
under the “Substantial interests” section
of this report above.
The directors are guided by the internal control guidance for directors issued by the Institute of Chartered Accountants in England
and Wales. During the period, the audit committee has reviewed the effectiveness of internal control as described above. The
Board receives periodic reports from its committees.
Board and board committee meetings
The number of meetings during 2023 and attendance at regular Board meetings and Board committees was as follows:
Meetings
held
Meetings
Attended
Sir Michael Heller (ceased to be a director on 30 January 2023) Board
Nomination committee
Audit committee
1
-
1
-
-
-
A R Heller Board
Audit committee
5
2
5
2
G J Casey Board
Audit committee
5
2
5
2
R J Grobler Board 5 1
C A Joll (ceased to be a director on 18 April 2024) Board
Audit committee
Nomination committee
Remuneration committee
5
2
1
1
3
1
1
1
J A Sibbald Board
Audit committee
Nomination committee
Remuneration committee
5
2
1
1
4
2
1
1
J Wong Board 5 4
J A Heller (appointed 29 March 2023) Board 3 3
38 Bisichi PLC
Governance
Directors’ report
A relationship agreement dated 15
September 2005 (the “Relationship
Agreement”) was entered into between
the company and London & Associated
Properties PLC (“LAP”) in regard tothe
arrangements between them whilst LAP is
a controlling shareholder of the company.
The Relationship Agreement includes a
provision under which LAP has agreed to
exercise the voting rights attached to the
ordinary shares inthe company owned by
LAP to ensure the independence of the
Board of directors of thecompany.
Other than the restrictions contained in the
Relationship Agreement, there are no
restrictions on voting rights or on the
transfer of ordinary shares in the company.
The rules governing the appointment and
replacement of directors, alteration of the
articles of association of the company and
the powers of the company’s directors
accord with usual English company law
provisions. Each director is re-elected at
least every three years. The company is
not party to any significant agreements
that take effect, alter or terminate upon a
change of control of the company following
a takeover bid. The company is not aware
of any agreements between holders of its
ordinary shares that may result in
restrictions on the transfer of its ordinary
shares or on voting rights.
There are no agreements between the
company and its directors or employees
providing for compensation for loss of
office or employment that occurs
because of a takeover bid.
The Bribery Act 2010
The Bribery Act 2010 came into force on
1 July 2011, and the Board took the
opportunity to implement a new Anti-
Bribery Policy. The company is committed
to acting ethically, fairly and with integrity
in all its endeavours and compliance with
the policy is closely monitored.
Annual General Meeting
The annual general meeting of the
company The annual general meeting of
the company (“Annual General Meeting”)
will be held at Meeting Room 2, 12
Charles II Street, St James, London SW1Y
4QU on Tuesday, 18 June 2024 at 11.00
a.m. Resolutions 1 to 9 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 9 to be
proposed at the Annual General Meeting
and not the full text of the resolution. You
should therefore read this section in
conjunction with the full text of the
resolutions contained in the notice of
Annual General Meeting.
Directors’ authority to allot shares
(Resolution 9)
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 9.1.1 of resolution 9 would give
the directors the authority to allot shares
in the company and grant rights to
subscribe for, or convert any security
into, shares in the company up to an
aggregate nominal value of £355,894.
This represents approximately 1/3 (one
third) of the ordinary share capital of the
company in issue (excluding treasury
shares) at 22 April 2024 (being the last
practicable date prior to the publication of
this Directors’ Report). Paragraph 9.1.2 of
resolution 9 would give the directors the
authority to allot shares in the company
and grant rights to subscribe for, or
convert any security into, shares in the
company up to a further aggregate
nominal value of £355,894, in connection
with a pre-emptive rights issue. This
amount represents approximately 1/3
(one third) of the ordinary share capital of
the company in issue (excluding treasury
shares) at 22 April 2024 (being the last
practicable date prior to the publication of
this Directors’ Report).
Therefore, the maximum nominal value of
shares or rights to subscribe for, or
convert any security into, shares which
may be allotted or granted under
resolution 9 is £711,788. Resolution 9
complies with guidance issued by the
Investment Association (IA).
The authority granted by resolution 9 will
expire on 31 August 2025 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 (2022: £nil).
3939Bisichi PLC
Governance
Directors’ report
Going concern
The Group’s business activities, together
with the factors likely to affect its future
development are set out in the Chairman’s
Statement on the preceding page 2, the
Mining Review on pages 5 to 6 and its
financial position is set out on page 24 of
the Strategic Report. In addition Note 22
to the financial statements includes the
Group’s treasury policy, interest rate risk,
liquidity risk, foreign exchange risks and
credit risk.
In South Africa, a structured trade finance
facility with Absa Bank Limited for
R85million is held by Sisonke Coal
Processing (Pty) Limited, a 100%
subsidiary of Black Wattle Colliery (Pty)
Limited. This facility comprises of a
R85million revolving facility to cover the
working capital requirements of the
Group’s South African operations. The
facility is renewable annually and is
secured against inventory, debtors and
cash that are held in the Group’s South
African operations. The Directors do not
foresee any reason why the facility will
not continue to be renewed at the next
renewal date, in line with prior periods
and based on their banking relationships.
Significant investments have been made
in opening new mining areas at Black
Wattle Colliery (Pty) Ltd and production in
2024 to date has improved. The directors
expect that coal market conditions for the
Group’ will remain at a stable and
profitable level through 2024. The
directors therefore have a reasonable
expectation that the mine will achieve
positive levels of cash generation for the
Group in 2024. As a consequence, the
directors believe that the Group is well
placed to manage its South African
business risks successfully.
In the UK, forecasts demonstrate that the
Group has sufficient resources to meet its
liabilities as they fall due for at least the
next 12 months, from the approval of the
financial statements, including those
related to the Group’s UK Loan facility
outlined below.
The Group holds a 5 year term facility 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
overall interest cost of the loan is 4.00%
above the Bank of England base rate.
The debt package has a five year term
and is repayable at the end of the term in
December 2024. The Group intends to
renew or refinance the loan prior to the
end of its term. All covenants on the loan
were met during the year and in the
period since the year end. 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 or to repay the loan if the loan
cannot be renewed or refinanced by the
end of its term.
Dragon Retail Properties Limited
(“Dragon”), the Group’s 50% owned joint
venture, holds a Santander bank loan of
£0.95million secured against its
investment property, see note 14. The
bank loan is secured by way of a first
charge on specific freehold property at a
value of £2.03 million. The interest cost
of the loan is 4.2 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 July 2024.
Santander have indicated that they are
willing to provide a new term loan and we
expect to complete this in the near future.
Detailed budget and cash flow forecasts
for the Group’s operations demonstrated
that the Group has sufficient resources to
meet its liabilities as they fall due for at
least the next 12 months from the
approval date of these financial
statements. As a result of the banking
facilities held as well as the acceptable
levels of cash expected to be held by the
Group over 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.
By order of the board
G.J Casey
Secretary
12 Little Portland Street
London W1W8BJ
22 April 2024
40 Bisichi PLC
Governance
The first part is the Annual Remuneration
Report which details remuneration
awarded to Directors and non-executive
Directors during the year. The
shareholders will be asked to approve the
Annual Remuneration Report as an
ordinary resolution (as in previous years)
at the AGM in June 2024. During the
year, in light of the performance of the
Group, the board determined to award
bonuses to certain executive directors of
the Group.
The second part is the Remuneration
Policy which details the remuneration
policy for Directors, and can be found at
www.bisichi.co.uk. The current
remuneration policy was subject to a
binding vote which was approved by
shareholders at the AGM in June 2023.
The approval will continue to apply for a 3
year period commencing from then. The
committee reviewed the existing policy
and deemed that no changes were
necessary to the current arrangements.
The remuneration committee considered
the overall performance of the group as
well as of each director in the year ended
31 December 2023 and remuneration
including bonuses were awarded in line
with the performance conditions of the
remuneration policy.
Both of the above reports have been
prepared in accordance with The Large &
Medium-sized Companies and Groups
(Accounts and Reports) (Amendment)
Regulations 2013.
The company’s auditors, Kreston Reeves
LLP are required by law to audit certain
disclosures and where disclosures have
been audited they are indicated as such.
Christopher Joll
Chairman – remuneration committee
12 Little Portland Street
London W1W8BJ
12 April 2024
Statement of the Chairman ofthe
remuneration committee
The remuneration committee presents its report for the year ended
31 December 2023. The report is presented in two parts in accordance
with the remuneration regulations.
4141Bisichi PLC
Governance
The following information has been audited:
Single total figure of remuneration for the year ended 31 December 2023:
Salaries
and Fees
£’000
Benefits
£’000
Bonuses
£’000
Long
Term
Incentive
Awards
£’000
Pension
£’000
Notional
Value of
Vesting
Share
Options
Total
2023
£’000
Total
Fixed
Remuneration
£’000
Total
Variable
Remuneration
£’000
Executive Directors
Sir Michael Heller
(ceased to be a director
on 30 January 2023)
17 - - - - - 17 17 -
A R Heller 850 49 - - 85 - 984 984 -
G J Casey 300 17 75 - 30 - 422 347 75
R Grobler 203 16 - - 18 - 237 237 -
Non–Executive Directors
C A Joll* 80 21 - - - - 101 101 -
J A Sibbald* 3 3 - - - - 6 6 -
J Wong 85 - - - - - 85 85 -
J Heller (appointed
on29 March 2023)
- 9 - - - - 9 9 -
Total 1,538 115 75 - 133 - 1,861 1,786 75
*Members of the remuneration committee for the year ended 31 December 2023
A R Heller has an entitlement to an employer pension contribution of £85,000 for 2023. He has elected for this not to be paid at
this time.
Single total figure of remuneration for the year ended 31 December 2022:
Salaries
and Fees
£’000
Benefits
£’000
Bonuses
£’000
Long
Term
Incentive
Awards
£’000
Pension
£’000
Notional
Value of
Vesting
Share
Options
Total
2022
£’000
Total
Fixed
Remuneration
£’000
Total
Variable
Remuneration
£’000
Executive Directors
Sir Michael Heller 200 - 580 - - - 780 200 580
A R Heller 495 42 1,100 - - 273 1,910 537 1,373
G J Casey 194 17 575 - 19 273 1,078 230 848
R Grobler 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
Annual remuneration report
42 Bisichi PLC
Governance
Annual remuneration report
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.
Summary of directors’ terms Date of contract Unexpired term
Notice
period
Executive directors
A R Heller January 1994 Continuous 3 months
G J Casey June 2010 Continuous 3 months
R J Grobler April 2008 Continuous 3 months
Non-executive directors
C A Joll (ceased to be a director on 18 April 2024) 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
Three (2022: Two) directors have benefits under money purchase pension schemes. Contributions in 2023 were £133,410
(2022:£37,869), seetable above. Under his contract of employment, A R Heller was entitled to a regular employer contribution
(currently £85,000 a year) but has elected to defer the payment into his pension scheme. There are no additional benefits payable
to any director in the event of early retirement.
Scheme interests awarded during the year
During the year no share options were granted under share option schemes.
Share option schemes
The company currently has only one Unapproved Share Option Scheme which is not subject to HM revenue and Customs (HMRC)
approval. The 2012 scheme was approved by the remuneration committee of the company on 28 September 2012.
Number of share options
Option
price*
1 January
2022
Options
granted/
(Surrendered)
in
2022
31
December
2022
Exercisable
from
Exercisable
to
The 2012 Scheme
A R Heller 352.00p - 380,000 380,000 01/09/2022 31/08/2032
G J Casey 352.00p - 380,000 380,000 01/09/2022 31/08/2032
*Middle market price at date of grant
No consideration is payable for the grant of options under the 2012 Unapproved Share Option Scheme. There are no performance
or service conditions attached to the 2012 Unapproved Share Option scheme. No part of the award was attributable to share price
appreciation and no discretion has been exercised as a result of share price appreciation or depreciation. During the year, there
were no changes to the exercise price or exercise period for the options.
Annual remuneration report
4343Bisichi PLC
Governance
Annual remuneration report
Payments to past directors
No payments were made to past directors in the year ended 31 December 2023 (2022: £nil).
Payments for loss of office
No payments for loss of office were made in the year ended 31 December 2023 (2022: £nil).
Statement of Directors’ shareholding and share interest
Directors’ interests
The interests of the directors in the shares of the company, including family and trustee holdings where appropriate, were as follows:
Beneficial Non-beneficial
31.12.2023 1.1.2023 31.12.2023 1.1.2023
Sir Michael Heller (ceased to be a director on 30 January 2023) 148,783 148,783 181,334 181,334
A R Heller 785,012 785,012 - -
R J Grobler - - - -
G J Casey 40,000 40,000 - -
C A Joll - - - -
J A Sibbald - - - -
J Wong - - - -
J A Heller (appointed 29 March 2023) - - - -
There are no requirements or guidelines for any director to own shares in the Company.
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 2023
was 127.5p (2022: 305p). During the
year the share price ranged between
100p and 310p.
–
Bisichi Mining
–
FTSE All Share
0
50
100
150
200
250
300
350
400
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Share Price (rebased)
44 Bisichi PLC
Governance
Annual remuneration report
Year
Managing
Director
Managing Director Single total
figure of remuneration
£’000
Annual bonus payout against
maximum opportunity*
%
Long-term incentive vesting rates
against maximum opportunity*
%
2023 A R Heller 850 0% N/A
2022 A R Heller 1,637 74% N/A
2021 A R Heller 929 27% N/A
2020 A R Heller 551 0% N/A
2019 A R Heller 1,035 34% N/A
2018 A R Heller 1,073 34% N/A
2017 A R Heller 898 25% N/A
2016 A R Heller 850 22% N/A
2015 A R Heller 912 22% N/A
2014 A R Heller 862 22% N/A
Bisichi PLC does not have a Chief Executive so the table includes the equivalent information for the Managing Director.
Percentage change in remuneration and Company performance
The table below represents the change in remuneration of the
directors in comparison to company performance:
Executive Non-executive
Employee
remuneration
on a full-time
equivalent basis:
2023
Sir
Michael
Heller
£’000
A R Heller
£’000
G J Casey
£’000
R Grobler
£’000
C A Joll
£’000
J A Sibbald
£’000
J Wong
£’000
J Heller
£’000
Employees of
the Company
4
Base Salary (92%) 72% 55% (7%) 54% 0% 55% N/A
3
(20%)
Benefits 0% 17% 0% (6%) N/A
1
0% 0% N/A
3
0%
Bonuses (100%) (100%) (87%) (100%) 0% 0% 0% N/A
3
(94%)
2022
Base Salary 141% 0% 5% 6% 30% 0% 10% N/A
3
47%
Benefits 0% 24% 0% 55% 0% 0% 0% N/A
3
0%
Bonuses N/A
1
175% 188% 102% 0% 0% 0% N/A
3
478%
2021
Base Salary 0% 0% 20% 6% 0% 0% 0% N/A
3
8%
Benefits 0% (39%) (10%) 3% 0% 0% 0% N/A
3
(26%)
Bonuses 0% N/A
1
N/A
1
N/A
1
0% 0% 0% N/A
3
N/A
1
2020
Base Salary 0% 0% 3% (7%) 5% 0% N/A
2
N/A
3
1%
Benefits 0% 40% 18% (17%) 0% 0% N/A
2
N/A
3
33%
Bonuses (100%) (100%) (100%) (100%) 0% 0% N/A
2
N/A
3
(100%)
1 Bonus and benefit changes are disclosed as not applicable if a bonus or benefit was awarded in the current year and no bonus or benefit were awarded to
the director in the prior year.
2 Mr J Wong was appointed as a non-executive Director on 15 October 2020 so the annual change is not applicable for 2020 and was apportioned for 2021.
3 Mr J Heller was appointed as a non-executive Director on 29 March 2023 so the annual change is not applicable.
4 The comparator group chosen is all UK based employees as the remuneration committee believe this provides the most accurate comparison of underlying
increases based on similar annual bonus performances utilised by the Group.
Remuneration of the Managing Director over the last ten years
The table below demonstrates the remuneration of the holder of the office of Managing Director for the last ten years for the
period from 1January 2014 to 31 December 2023.
4545Bisichi PLC
Governance
Annual remuneration report
Relative importance of spend on pay
The total expenditure of the Group on remuneration to all employees (see Notes 29 and 9 to the financial statements) is shown
below:
2023
£’000
2022
£’000
Employee remuneration 7,270 11,991
Distribution to shareholders (see note below) 747 2,348
The distribution to shareholders in the current year is subject to shareholder approval at next the Annual General Meeting.
Statement of implementation of remuneration policy
The remuneration policy was approved at the AGM on 6 June 2023. The policy took effect from the conclusion of the AGM and
will apply for 3 years unless changes are deemed necessary by the remuneration committee. The company may not make a
remuneration payment or payment for loss of office to a person who is, is to be, or has been a director of the company unless that
payment is consistent with the approved remuneration policy, or has otherwise been approved by a resolution of members. During
the year, there were no deviations from the procedure for the implementation of the remuneration policy as set out in the policy.
Consideration by the directors of matters relating to directors’ remuneration
The remuneration committee considered the executive directors remuneration and the board considered the non-executive
directors remuneration in the year ended 31 December 2023. The Company did not engage any consultants to provide advice or
services to materially assist the remuneration committee’s considerations.
Shareholder voting
At the Annual General Meeting on 6 June 2023, there was an advisory vote on the resolution to approve the remuneration report,
other than the part containing the remuneration policy. In addition, on 6 June 2023 there was a binding vote on the resolution to
approve the current remuneration policy. The results of which are detailed below:
% of votes
for
% of votes
against
No of votes
withheld
Resolution to approve the Remuneration Report (6 June 2023) 75.13% 24.87% -
Resolution to approve the Remuneration Policy (6 June 2023) 73.18% 26.82% 600,000
The remuneration committee and directors have considered the percentage of votes against the resolutions to approve the
remuneration report and policy. Reasons given by shareholders, as known by the directors, have been the level of remuneration
awarded and the general remuneration policy itself. The remuneration committee consider the remuneration policy and
performance conditions within remain appropriate and therefore no further action has been taken.
46 Bisichi PLC
Governance
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
fixed term which exceeds twelve months. Directors notice periods (see page 42 of the annual remuneration report) are set in line
with market practice and of a length considered sufficient to ensure an effective handover of duties should a director leave the
company.
All directors’ contracts as amended from time to time, have run from the date of appointment. Service contracts are kept at the
registered office.
Remuneration policy table
The remuneration policy table below is an extract of the Group’s current remuneration policy on directors’ remuneration, which was
approved by a binding vote at the 2023AGM. The approved policy took effect from6 June 2023. A copy of the full policy can be
found at www.bisichi.co.uk.
ELEMENT PURPOSE POLICY OPERATION
OPPORTUNITY AND PERFORMANCE
CONDITIONS
EXECUTIVE DIRECTORS
Base
salary
To recognise:
Skills
Responsibility
Accountability
Experience
Value
Considered by
remuneration
committee on
appointment.
Set at a level
considered
appropriate to
attract, retain
motivate and reward
the right individuals.
Reviewed annually
Paid monthly in cash
No individual director will be awarded a
base salary in excess of £1,200,000 per
annum.
No specific performance conditions are
attached to base salaries.
Pension To provide
competitive
retirement
benefits
Company
contribution offered
at up to 10% of base
salary as part of
overall remuneration
package.
The contribution payable
by the company is included
in the director’s contract of
employment.
Paid into money purchase
schemes
Company contribution offered at up to
10% of base salary as part of overall
remuneration package.
No specific performance conditions are
attached to pension contributions.
4747Bisichi PLC
Governance
Annual remuneration report
ELEMENT PURPOSE POLICY OPERATION
OPPORTUNITY AND PERFORMANCE
CONDITIONS
Benefits To provide a
competitive
benefits
package
Contractual benefits
can include but are not
limited to:
Car or car allowance
Group health cover
Death in service cover
Permanent health
insurance
The committee retains
absolute discretion to
approve changes in
contractual benefits
in exceptional
circumstances or where
factors outside the
control of the Group lead
to increased costs (e.g.
medical inflation)
The costs associated with benefits offered
are closely controlled and reviewed on an
annual basis.
No director will receive benefits of a value
in excess of 30% of his base salary.
No specific performance conditions are
attached to contractual benefits.
The value of benefits for each director
for the year ended 31 December 2023 is
shown in the table on page 41.
Annual
Bonus
To reward and
incentivise
In assessing the
performance of the
executive team, and in
particular to determine
whether bonuses
are merited the
remuneration
committee takes into
account the overall
performance of the
business.
Bonuses are generally
offered in cash
The remuneration
committee determines
the level of bonus on an
annual basis applying
such performance
conditions and
performance measures
as itconsiders
appropriate
The current maximum bonus opportunity
will not exceed 200% of base salary in any
one year, but the remuneration committee
reserves the power to award up to 300%
in an exceptional year.
There is no formal framework by which
the company assesses performance and
performance conditions and measures will
be assessed on an annual basis by the
remuneration committee. In determining
the level of the bonus, the remuneration
committee will take into account internal
and external factors and circumstances
that occur during the year under review.
The performance measures applied may
be financial, non-financial, corporate,
divisional or individual and in such
proportion as the remuneration committee
considers appropriate to the prevailing
circumstances. The company does not
consider, given the company’s size, nature
and stage of operations that a formal
framework is required.
48 Bisichi PLC
Governance
Annual remuneration report
ELEMENT PURPOSE POLICY OPERATION
OPPORTUNITY AND PERFORMANCE
CONDITIONS
Share
Options
To provide
executive
directors with
a long-term
interest in the
company
Granted under existing
schemes (see page 42)
and new schemes
Offered at appropriate
times by the
remuneration
committee
Entitlement to share options is not subject to
any specific performance conditions.
Share options will be offered by the
remuneration committee as appropriate
taking into account the factors considered
above in the decision making process in
determining remuneration policy.
The aggregate number of shares over
which options may be granted under all of
the company’s option schemes (including
any options and awards granted under the
company’s employee share plans) in any
period of ten years, will not exceed, at the
time of grant, 10% of the ordinary share
capital of the company from time to time.
In determining the limits no account shall
be taken of any shares where the right
to acquire the shares has been released,
surrendered, lapsed or has otherwise
become incapable of exercise.
The company currently has one Share
Option Scheme (see page 42). 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.
4949Bisichi PLC
Governance
Annual remuneration report
ELEMENT PURPOSE POLICY OPERATION
OPPORTUNITY AND PERFORMANCE
CONDITIONS
NON-EXECUTIVE DIRECTORS
Base salary To recognise:
Skills
Experience
Value
Considered by the
board on
appointment.
Set at a level
considered
appropriate to
attract, retain
and motivate the
individual.
Experience and time
required for the role
are considered on
appointment.
Reviewed annually No individual director will be awarded a
base salary in excess of £125,000 per
annum.
No specific performance conditions are
attached to base salaries.
Pension No pension offered
Benefits No benefits offered
except for health
cover (see annual
remuneration report
page41)
The committee retains the
discretion to
approve changes in
contractual benefits in
exceptional circumstances or
where factors outside the
control of the Group lead to
increased costs (e.g. medical
inflation)
The costs associated with the benefit
offered is closely controlled and
reviewed on an annual basis.
No director will receive benefits of a
value in excess of 30% of his base
salary or £10,000 whichever is the
higher.
No specific performance conditions are
attached to contractual benefits.
Share
Options
Non-executive
directors do not
participate in
the share option
schemes
In order to ensure that shareholders have sufficient clarity over director remuneration levels, the company has, where possible,
specified a maximum that may be paid to a director in respect of each component of remuneration. The remuneration committee
consider the performance measures outlined in the table above to be appropriate measures of performance and that the KPI’s
chosen align the interests of the directors and shareholders. Details of remuneration of other company employees can be found in
Note 29 to the financial statements. Any differences in the types of remuneration available for directors and other employees
reflect common practice and market norms. The bonus targets for general employees of the Group are more focused on annual
targets that further the company’s interests. The maximum bonus opportunity for employees and directors alike is based on the
seniority and responsibility of the role undertaken.
50 Bisichi PLC
Governance
The Audit Committee’s prime tasks are to:
•• review the scope of external audit, to
receive regular reports from the auditor
and to review the half-yearly and annual
accounts before they are presented to
the board, focusing in particular on
accounting policies and areas of
management judgment and estimation;
•• monitor the controls which are in force to
ensure the integrity of the information
reported to the shareholders;
•• assess key risks and to act as a forum
for discussion of risk issues and
contribute to the board’s review of the
effectiveness of the Group’s risk
management control and processes;
•• act as a forum for discussion of internal
control issues and contribute to the
board’s review of the effectiveness of
the Group’s internal control and risk
management systems and processes;
•• consider each year the need for an
internal audit function;
•• advise the board on the appointment of
external auditors and rotation of the
audit partner every five years, and on
their remuneration for both audit and
non-audit work, and discuss the nature
and scope of their audit work;
•• participate in the selection of a new
external audit partner and agree the
appointment when required;
•• undertake a formal assessment of the
auditors’ independence each year
which includes:
- a review of non-audit services
provided to the Group and related
fees;
- discussion with the auditors of a
written report detailing all
relationships with the company and
any other parties that could affect
independence or the perception of
independence;
- a review of the auditors’ own
procedures for ensuring the
independence of the audit firm and
partners and staff involved in the
audit, including the regular rotation of
the audit partner; and
- obtaining written confirmation from
the auditors that, in their professional
judgement, they are independent.
Meetings
The committee meets prior to the annual
audit with the external auditors to discuss
the audit plan and again prior to the
publication of the annual results. These
meetings are attended by the external
audit partner, executive chairman,
director of finance and company
secretary. Prior to bi-monthly board
meetings the members of the committee
meet on an informal basis to discuss any
relevant matters which may have arisen.
Additional formal meetings are held as
necessary.
During the past year the committee:
•• met with the external auditors, and
discussed their reports to the Audit
Committee;
•• approved the publication of annual and
half-year financial results;
•• considered and approved the annual
review of internal controls;
•• decided that due to the size and nature
of operation there was not a current
need for an internal audit function;
•• agreed the independence of the
auditors and approved their fees for
both audit related and non-audit
services as set out in note 5 to the
financial statements.
Audit committee report
The committee’s terms of reference have been approved by the board and follow
published guidelines, which are available from the company secretary. The audit
committee comprised of two non-executive directors during the year, Christopher
Joll (chairman), an experienced financial PR executive and John Sibbald, aretired
chartered accountant.
5151Bisichi PLC
Governance
Audit committee report
Financial reporting
As part of its role, the Audit Committee
assessed the audit findings that were
considered most significant to the
financial statements, including those
areas requiring significant judgment and/
or estimation. When assessing the
identified financial reporting matters, the
committee assessed quantitative
materiality primarily by reference to profit
before tax. The Board also gave
consideration to:
•• the carrying value of the Group’s total
assets, given that the Group operates a
principally asset based business;
•• the value of revenues generated by the
Group, given the importance of coal
production and processing;
•• Adjusted EBITDA, given that it is a key
trading KPI, when determining
quantitative materiality; and
•• Going concern, given the potential
impact of macro-economic activity on
the Group’s operations.
The qualitative aspects of any financial
reporting matters identified during the
audit process were also considered when
assessing their materiality. Based on the
considerations set out above we have
considered quantitative errors individually
or in aggregate in excess of
approximately £700,000 to £800,000 to
be material.
External Auditors
Kreston Reeves LLP have expressed their
willingness to continue in office and a
resolution to reappoint them will be
proposed at the forthcoming Annual
General Meeting. In the United Kingdom
the company is provided with extensive
administration and accounting services
by London & Associated Properties PLC
which has its own audit committee and
employs a separate team of external
auditors from Kreston Reeves LLP. BDO
South Africa Inc. acts as the external
auditor to the South African companies,
and the work of that firm was reviewed by
Kreston Reeves LLP for the purpose of
the Group audit.
Christopher Joll
Chairman – audit committee
12 Little Portland Street
London W1W8BJ
12 April 2024
52 Bisichi PLC
Governance
In accordance with your instructions we have carried out a valuation of the freehold property interests held as at 31 December
2023 by the company as detailed in our Valuation Report dated 31 January 2024.
Having regard to the foregoing, we are of the opinion that the open market value as at 31 December 2023 of the interests owned
by the company was £10,610,000 being made up as follows:
£’000
Freehold 8,395
Leasehold 2,215
10,610
Leeds
31 January 2024
Carter Towler
Regulated by Royal Institute of Chartered Surveyors
Valuers’ certificates
To the directors of Bisichi PLC
5353Bisichi PLC
Governance
Company law requires the directors to
prepare financial statements for each
financial year. Under that law the
directors are required to prepare the
Group financial statements in accordance
with UK-adopted international accounting
standards in conformity with the
requirements of the Companies Act
2006. The directors have elected to
prepare the company financial
statements in accordance with United
Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting
Standards and applicable law). Under
company law the directors must not
approve the financial statements unless
they are satisfied that they give a true
and fair view of the state of affairs of the
Group and company and of the profit or
loss for the Groupfor that period.
In preparing these financial statements,
the directors are required to:
•• select suitable accounting policies and
then apply them consistently;
•• make judgements and accounting
estimates that are reasonable and
prudent;
•• state with regard to the Group financial
statements whether they have been
prepared in accordance with UK-
adopted international accounting
standards in conformity with the
requirements of the Companies Act
2006 subject to any material
departures disclosed and explained in
the financial statements;
•• state with regard to the parent
company financial statements, whether
applicable UK accounting standards
have been followed, subject to any
material departures disclosed and
explained in the financial statements;
•• prepare the financial statements on the
going concern basis unless it is
inappropriate to presume that the
company and the Group will continue in
business; and
prepare a director’s report, a strategic
report and director’s remuneration report
which comply with the requirements of
the Companies Act 2006.
The directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the
company’s transactions and disclose with
reasonable accuracy at any time the
financial position of the company and
enable them to ensure that the financial
statements comply with the Companies
Act 2006 and, as regards the Group
financial statements, international
accounting standards. They are also
responsible for safeguarding the assets
of the company and hence for taking
reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for
ensuring that the annual report and
accounts, taken as a whole, are fair,
balanced, and understandable and
provides the information necessary for
shareholders to assess the Group’s
performance, business model and
strategy.
Website publication
The directors are responsible for ensuring
the annual report and the financial
statements are made available on a
website. Financial statements are
published on the company’s website in
accordance with legislation in the United
Kingdom governing the preparation and
dissemination of financial statements,
which may vary from legislation in other
jurisdictions. The maintenance and
integrity of the company’s website is the
responsibility of the directors. The
directors’ responsibility also extends to
the ongoing integrity of the financial
statements contained therein.
Directors’ responsibilities pursuant
to DTR4
The directors confirm to the best of their
knowledge:
•• the Group financial statements have
been prepared in accordance with
UK-adopted international accounting
standards in conformity with the
requirements of the Companies Act
2006 and give a true and fair view of
the assets, liabilities, financial position
and profit and loss of the Group.
•• the annual report includes a fair review
of the development and performance of
the business and the financial position
of the Group and the parent company,
together with a description of the
principal risks and uncertainties that
they face.
Directors’ responsibilities statement
The directors are responsible for preparing the annual report and the financial statements
in accordance with applicable law and regulations.
54 Bisichi PLC
Governance
Independent auditor report
to the shareholders of Bisichi Plc for the year ended 31 December 2023
Opinion
We have audited the financial statements of
Bisichi PLC (the ‘parent company’) and its
subsidiaries (the ‘Group’) for the year ended
31 December 2023 which comprise the
consolidated income statement,
consolidated statement of other
comprehensive income, consolidated and
company balance sheets, consolidated and
company statements of changes in equity,
consolidated cash flow statement and notes
to the financial statements, including a
summary of significant Group accounting
policies. The financial reporting framework
that has been applied in their preparation of
the group financial statements is applicable
law and UK adopted international
accounting standards. The financial
reporting framework that has been applied
in the preparation of the parent company
financial statements is applicable law and
United Kingdom Accounting Standards,
including FRS 101 Reduced Disclosure
Framework (United Kingdom Generally
Accepted Accounting Practice).
In our opinion, the financial statements:
•• the financial statements give a true and
fair view of the state of the Group’s and
of the parent company’s affairs as at
31December 2023 and of the Group’s
profit for the year then ended;
•• the group financial statements have
been properly prepared in accordance
with UK adopted international
accounting standards;
•• the parent company financial
statements have been properly
prepared in accordance with United
Kingdom Generally Accepted
Accounting Practice; and
•• the financial statements have been
prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance
with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are
further described in the Auditor’s
responsibilities for the audit of the
financial statements section of our report.
We are independent of the Group in
accordance with the ethical requirements
that are relevant to our audit of the
financial statements in the UK, including
the FRC’s Ethical Standard as applied to
listed entities, and we have fulfilled our
other ethical responsibilities in
accordance with these requirements. We
believe that the audit evidence we have
obtained is sufficient and appropriate to
provide a basis for our opinion.
Conclusions relating to going
concern
In auditing the financial statements, we
have concluded that the Directors’ use of
the going concern basis of accounting in
the preparation of the financial
statements is appropriate.
Our evaluation of the directors
assessment of the Group and Parent
companies ability to continue to adopt the
going concern basis of accounting
including the following:
•• Gained an understanding of the
systems and controls around
managements’ going concern
assessment, including for the
preparation and review process for
forecasts and budgets.
•• Evidence obtained that management
have undertaken a formal going
concern assessment, including
sensitivity analysis on cash flow
forecasts, clear consideration of
significant external factors including
the impact of the war in Ukraine and
the potential liquidity impact such
factors on cash balances including
available facilities.
•• Analysed the financial strength of the
business at the year end date and
considered key trends in balance sheet
strength and business performance
over the last three years.
•• Confirmations gained that operation of
the business, including mine production
and sale at Black Wattle Colliery have
not been disrupted in the period by any
external or internal factors.
•• Testing the mechanical integrity of
forecast model by checking the accuracy
and completeness of the model, including
challenging the appropriateness of
estimates and assumptions with reference
to empirical data and external evidence.
•• Based on our above assessment we
performed our own sensitivity analysis
in respect of the key assumptions
underpinning the forecasts.
•• We performed stress-testing analysis on
the core cash generating units of the
business to confirm cash inflow levels
needed to maintain minimal liquidity
required to meet liabilities as they fall due.
•• We considered post year end
performance of the business,
comparing this to budget as well as
considering the development of key
liquidity ratios in the business.
Independent auditor report to the shareholders of Bisichi Plc
5555Bisichi PLC
Governance
Independent auditor report to the shareholders of Bisichi Plc
•• The group’s banking facility
documentation was reviewed to ensure
that any covenants in place have not
been breached.
•• We reviewed the adequacy and
completeness of the disclosure
included within the financial statements
in respect of going concern.
Based on the work we have performed,
we have not identified any material
uncertainties relating to events or
conditions that, individually or collectively,
may cast significant doubt on the entity’s
ability to continue as a going concern for
a period of at least twelve months from
when the financial statements are
authorised for issue.
In relation to the Group and Parent
Company’s reporting on how they have
applied the UK Corporate Governance
Code, we have nothing material to add or
draw attention to in relation to the
directors’ statement in the financial
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
Group’s and Parent Company’s ability to
continue as a going concern.
Corporate Governance Statement
The Listing Rules require us to review the
directors’ statement in relation to going
concern, longer-term viability and that
part of the Corporate Governance
Statement relating to the Group’s and
Parent Company’s compliance with the
provisions of the UK Corporate
Governance Code specified for our
review.
Based on the work undertaken as part of
our audit, we have concluded that each
of the following elements of the
Corporate Governance Statement is
materially consistent with the financial
statements or our knowledge obtained
during the audit:
•• Directors’ statement with regards to
the appropriateness of adopting the
going concern basis of accounting and
any material uncertainties identified set
out on page 39;
•• 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 33;
•• Board’s confirmation that it has carried
out a robust assessment of the
emerging and principal risks set out on
pages 20 to 23;
•• The section of the Annual Report that
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
Risk and Audit Committee set out on
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
financial statements. In particular, we
looked at where the directors made
subjective judgements, for example in
respect of significant accounting estimates
that involved making assumptions and
considering future events that are
inherently uncertain. 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.
Independent auditor report to the shareholders of Bisichi Plc
56 Bisichi PLC
Governance
Independent auditor report to the shareholders of Bisichi Plc
Our application of materiality
Group financial statements Parent company financial statements
Materiality £1,005,000 (2022: £711,200) £816,700 (2022: £710,000)
Basis for determining
materiality
~3% of net assets ~3% of net assets
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 based on the net assets of the group is
considered to be appropriate.
The company’s principal activity is that of a
holding company for the group and as such has
no direct trade. It does hold investments balances
with subsidiaries. Therefore a benchmark
for materiality based on the net assets of the
company is considered to be appropriate.
Performance materiality £703,500 (2022: £533,400) £571,600 (2022: £533,500)
Basis for determining
performance materiality
70% of materiality 70% of materiality
Rationale for performance
materiality applied
On the basis of our risk assessments, together
with our assessment of the Group’s overall control
environment and the business being listed on
the LSE, our judgement was that performance
materiality was 70% of our planning materiality.
In assessing the appropriate level, we consider
the nature, the number and impact of the audit
differences identified in the previous year’s audit.
On the basis of our risk assessments, together
with our assessment of the company’s overall
control environment and the company being
listed on the LSE, our judgement was that
performance materiality was 70% of our
planning materiality. In assessing the appropriate
level, we consider the nature, the number and
impact of the audit differences identified in the
previous year’s audit.
Triviality threshold £50,200 (2022: £35,560) £40,800 (2022: £35,500)
Basis for determining
triviality threshold
5% of materiality 5% of materiality
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.
For each Group company within the
scope of our Group audit, we allocated a
materiality that is less than our overall
Group materiality. The range of
materiality allocated across each Group
company was between £571,600 and
£19,600. The scope of our audit was
influenced by our application of
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
on the individual financial statement line
items and disclosures and in evaluating
the effect of misstatements, both
individually and in aggregate on the
financial statements as a whole.
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.
5757Bisichi PLC
Governance
Independent auditor report to the shareholders of Bisichi Plc
Coverage overview
Group revenue Group profit/(loss) before tax Group net assets
Totals at 31 December 2023: £49,452,801 £610,242 £33,594,091
Full statutory audit (Kreston Reeves and BDO) £49,452,801 (100%) £595,457 (97.6%) £33,492,433 (99.7%)
Limited procedures £Nil £14,785 (2.4%) £101,658 (0.3%)
We tailored the scope of our audit to
ensure that we performed sufficient work
to be able to give an opinion on the
financial statements as a whole, taking
into account the structure of the Group
and the parent company, the accounting
processes and controls, and the industry
in which they operate.
Our scoping considerations for the Group
audit were based both on financial
information and risk. As noted 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 Full statutory audit (Kreston Reeves)
Mineral Products Limited Full statutory audit (Kreston Reeves)
Bisichi (Properties) Limited Full statutory audit (Kreston Reeves)
Bisichi Northampton Limited Full statutory audit (Kreston Reeves)
Bisichi Mining (Exploration) Limited Full statutory audit (Kreston Reeves)
Black Wattle Colliery (Pty) Limited Full statutory audit (BDO)
Sisonke Coal Processing (Pty) Limited Full statutory audit (BDO)
All other group undertakings Limited assurance (Kreston Reeves)
Independent auditor report to the shareholders of Bisichi Plc
58 Bisichi PLC
Governance
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 most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in
the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Revenue recognition: £49,452,801 (2022: £95,110,894)
Significance and nature of key risk
Revenue is a key performance indicator
for users in assessing the group’s financial
statements. Revenue generated has a
significant impact on cash inflows and
profit before tax for the group. As such
revenue is a key determinant in profitability
and the group’s ability to generate cash.
Revenue comprises two key revenue
streams: the sale of coal and property
rental income.
Coal revenue is recognised when the
customer has a legally binding obligation
to settle under the terms of the contract.
Rental income is recognised in the Group
income statement on a straight-line basis
over the term of the lease.
How our audit addressed the key 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 in the financial statements,
corroborating this to contract sales or service terms and the recognition stages
detailed in IFRS 15.
Rental income revenue was recalculated based on the terms included in signed
lease agreements. 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.
Revenue streams were further analytically reviewed via comparison to our
expectations. Expectations were based on a combination of prior financial data/
budgets and our own assessments based on our knowledge gained of the
business.
Cut-off of revenue was reviewed by analysing sales recorded during the period just
before and after the financial year end and determining if the recognition applied
was appropriate.
Walkthrough testing was performed to ensure that key systems and controls in
place around the revenue cycle operated as designed.
The accuracy of revenue disclosures in the accounts were confirmed to be
consistent with the revenue cycle observed and audited. The completeness of
these disclosures was confirmed by reference to the full disclosure requirements
as detailed in IFRS 15.
Key observations communicated to the Risk and Audit Committee
We have no concerns over the material accuracy of revenue recognised in the financial statements.
5959Bisichi PLC
Governance
Independent auditor report to the shareholders of Bisichi Plc
Valuation/impairment of investment properties: £10,818,441 (2022: £10,635,000)
Significance and nature of key risk
Investment properties comprise freehold and long
leasehold land and buildings. Investment properties are
carried at fair value in accordance with IAS 40.
Investment properties are revalued annually by
professional external surveyors and included in the
balance sheet at their fair value. Gains or losses
arising from changes in the fair values of assets are
recognised in the consolidated income statement in the
period to which they relate. In accordance with IAS 40,
investment properties are not depreciated.
The fair value of the head leases is the net present value
of the current head rent payable on leasehold properties
until the expiry of the lease.
How our audit addressed the key risk
Appropriate classification of investment properties under IAS 40 was
considered, especially in relation to long leasehold land and buildings.
External valuation reports were obtained and vouched to stated fair
values. The competence and independence of the valuation experts
was carefully considered to ensure that the reports they produce can
be relied upon.
The key assumptions made within these reports were reviewed and
considered for reasonableness, including rental yield analysis. We
have further performed our own separate impairment considerations
to consider if events/factors in place at year end present material
impairment indicators.
Key observations communicated to the Risk and Audit Committee
We have no concerns over the material accuracy of investment property values recognised in the financial statements.
Valuation/impairment of mining reserves and development: £18,722,439 (2022: £16,177,515)
Significance and nature of key risk
The purpose of mine development is to establish secure
working conditions and infrastructure to allow the safe
and efficient extraction of recoverable reserves.
Depreciation on mine development costs is not charged
until production commences or the assets are put to
use. On commencement of full commercial production,
depreciation is charged over the life of the associated
mine reserves extractable using the asset on a unit of
production basis.
The unit of production calculation is based on tonnes
mined as a ratio to proven and probable reserves
and also includes future forecast capital expenditure.
The cost recognised includes the recognition of any
decommissioning assets related to mine development.
How our audit addressed the key risk
The accounting requirements of IFRS 6 and IAS 16 were considered to
ensure capitalisation of costs to mine development under IAS 16 was
appropriate.
In considering impairment indicators, as governed by IAS 36, the life
of mine assessment was obtained. All significant input variables were
considered and stress-tested to assess headroom between modelling
and the value of mine development.
Consideration was given to the competence and independence of
the technical expert involved with the production of historic technical
reports on which the life of mine assessment is partially built.
Depreciation of mine development was recalculated based on the unit
of production basis to ensure accurately recorded. This basis was also
considered for reasonableness by reference to the accounting policies
of industry peers.
The accuracy and appropriateness of mine development disclosures
in the accounts were confirmed to be consistent with the mine
development accounting cycle observed and audited.
Key observations communicated to the Risk and Audit Committee
We have no concerns over the material accuracy of mining reserves and development values recognised in the financial statements.
60 Bisichi PLC
Governance
Independent auditor report to the shareholders of Bisichi Plc
Other information
The other information comprises the
information included in the annual report
other than the financial statements and our
auditor’s report thereon. The directors are
responsible for the other information
contained within the annual report. Our
opinion on the financial statements does
not cover the other information and, except
to the extent otherwise explicitly stated in
our report, we do not express any form of
assurance conclusion thereon. Our
responsibility is to read the other information
and, in doing so, consider whether the other
information is materially inconsistent with
the financial statements or our knowledge
obtained in the course of the audit, or
otherwise appears to be materially misstated.
If we identify such material inconsistencies
or apparent material misstatements, we are
required to determine whether this gives
rise to a material misstatement in the
financial statements themselves. If, based
on the work we have performed, we
conclude that there is a material
misstatement of this other information,
we are required to report that fact.
We have nothing to report in this regard.
Our opinion on the Remuneration
Report
Kreston Reeves has audited the Annual
remuneration report set out on pages 41 to
49 of the Annual Report for the year ended
31 December 2023. The directors of the
Company are responsible for the
preparation and presentation of the
Remuneration Report in accordance with the
Companies Act 2006. Kreston Reeves’
responsibility is to express an opinion on the
Remuneration Report, based on our audit
conducted in accordance with International
Accounting Standards. In Kreston Reeves’
opinion, the Remuneration Report of the
Group for the year, complies with the
requirements of the Companies Act 2006.
Our consideration of climate
change related risks
The financial impacts on the Group of
climate change and the transition to a low
carbon economy (“climate change”) were
considered in our audit where they have
the potential to directly or indirectly
impact key judgements and estimates
within the financial statements.
The Group continues to develop its
assessment of the potential impacts of
climate change. Climate risks have the
potential to materially impact the key
judgements and estimates within the
financial report. Our audit considered
those risks that could be material to the
key judgement and estimates in the
assessment of the carrying value of
non-current assets and closure and
rehabilitation provisions.
The key judgements and estimates
included in the financial statements
incorporate actions and strategies, to the
extent they have been approved and can
be reliably estimated in accordance with
the Group’s accounting policies.
Accordingly, our key audit matters
address how we have assessed the
Group’s climate related assumptions to
the extent they impact each key audit
matter. 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
financial year for which the financial
statements are prepared is consistent
with the financial statements; and
•• the strategic report and the directors’
report have been prepared in
accordance with applicable legal
requirements.
Matters on which we are required to
report by exception
In the light of our knowledge and
understanding of the Group and parent
company and its environment obtained in
the course of the audit, we have not
identified material misstatements in the
strategic report or the directors’ report.
We have nothing to report in respect of
the following matters in relation to which
the Companies Act 2006 requires us to
report to you if, in our opinion:
•• adequate accounting records have not
been kept by the parent company, or
returns adequate for our audit have not
been received from branches not
visited by us; or
•• the parent company financial
statements are not in agreement with
the accounting records and returns; or
•• certain disclosures of directors’
remuneration specified by law are not
made; or
•• we have not received all the information
and explanations we require for our audit
Responsibilities of directors
As explained more fully in the directors’
responsibilities statement (set out on page
53), the directors are responsible for the
preparation of the financial statements and
for being satisfied that they give a true and
fair view, and for such internal control as the
directors determine is necessary to enable
the preparation of financial statements that
are free from material misstatement,
whether due to fraud or error.
6161Bisichi PLC
Governance
Independent auditor report to the shareholders of Bisichi Plc
In preparing the financial statements, the
directors are responsible for assessing the
Group’s and parent company’s ability to
continue as a going concern, disclosing, as
applicable, matters related to going
concern and using the going concern basis
of accounting unless the directors either
intend to liquidate the Group or parent
company or to cease operations, or have
no realistic alternative but to do so.
Auditor’s responsibilities for the
audit of the financial statements
Our objectives are to obtain reasonable
assurance about whether the financial
statements as a whole are free from
material misstatement, whether due to
fraud or error, and to issue an auditor’s
report that includes our opinion.
Reasonable assurance is a high level of
assurance but is not a guarantee that an
audit conducted in accordance with ISAs
(UK) will always detect a material
misstatement when it exists. Misstatements
can arise from fraud or error and are
considered material if, individually or in
the aggregate, they could reasonably be
expected to influence the economic
decisions of users taken on the basis
of these financial statements.
Capability of the audit in detecting
irregularities, including fraud
Based on our understanding of the group
and industry, and through discussion with
the directors and other management (as
required by auditing standards), we
identified that the principal risks of non-
compliance with laws and regulations
related to health and safety, anti-bribery and
employment law. We considered the extent
to which non-compliance might have a
material effect on the financial statements.
We also considered those laws and
regulations that have a direct impact on the
preparation of the financial statements such
as the Companies Act 2006.
We communicated identified laws and
regulations throughout our team and
remained alert to any indications of
non-compliance throughout the audit. We
evaluated management’s incentives and
opportunities for fraudulent manipulation
of the financial statements (including the
risk of override of controls), and
determined that the principal risks were
related to: posting inappropriate journal
entries to increase revenue or reduce
expenditure, management bias in
accounting estimates and judgemental
areas of the financial statements such as
the valuation of investment properties.
Audit procedures performed by the group
engagement team and component
auditors included:
•• We obtained an understanding of the
legal and regulatory frameworks that
are applicable to the Group and
determined that the most significant
are those that relate to the reporting
framework and the relevant tax
compliance regulations in the
jurisdictions in which Bisichi PLC
operates. In addition, we concluded
that there are certain significant laws
and regulations that may have an effect
on the determination of the amounts
and disclosures in the financial
statements, mainly relating to health
and safety, employee matters, bribery
and corruption practices, environmental
and certain aspects of company
legislation recognising the regulated
nature of the Group’s mining activities
and its legal form.
•• Detailed discussions were held with
management to identify any known or
suspected instances of non-
compliance with laws and regulations.
•• Identifying and assessing the design
effectiveness of controls that
management has in place to prevent
and detect fraud.
•• Challenging assumptions and judgements
made by management in its significant
accounting estimates, including assessing
the capabilities of the property valuers
and discussing with the valuers how their
valuations were calculated and the data
and assumptions they have used to
calculate these.
•• Performing analytical procedures to
identify any unusual or unexpected
relationships, including related party
transactions, that may indicate risks of
material misstatement due to fraud.
•• Confirmation of related parties with
management, and review of transactions
throughout the period to identify any
previously undisclosed transactions with
related parties outside the normal course
of business.
••
Reading minutes of meetings of those
charged with governance and
reviewing correspondence with
relevant tax and regulatory authorities.
•• Performing integrity testing to verify the
legitimacy of banking records obtained
from management.
•• Review of significant and unusual
transactions and evaluation of the
underlying financial rationale supporting
the transactions.
•• Identifying and testing journal entries, in
particular any manual entries made at the
year end for financial statement
preparation.
•• We ensured our global audit team
(including Kreston Reeves and BDO) has
deep industry experience through
working for many years on relevant
audits, including experience of mining
and investment property management.
Our audit planning included considering
external market factors, for example
geopolitical risk, the potential impact of
climate change, commodity price risk and
major trends in the industry.
62 Bisichi PLC
Governance
Independent auditor report to the shareholders of Bisichi Plc
Because of the inherent limitations of an
audit, there is a risk that we will not detect
all irregularities, including those leading to
a material misstatement in the financial
statements or non-compliance with
regulation. This risk increases the more
that compliance with a law or regulation is
removed from the events and transactions
reflected in the financial statements, as we
will be less likely to become aware of
instances of non-compliance.
As part of an audit in accordance with ISAs
(UK), we exercise professional judgment
and maintain professional scepticism
throughout the audit. We also:
•• Identify and assess the risks of material
misstatement of the financial
statements, whether due to fraud or
error, design and perform audit
procedures responsive to those risks,
and obtain audit evidence that is
sufficient and appropriate to provide a
basis for our opinion. The risk of not
detecting a material misstatement
resulting from fraud is higher than for
one resulting from error, as fraud may
involve collusion, forgery, intentional
omissions, misrepresentations, or the
override of internal control.
•• Obtain an understanding of internal
control relevant to the audit in order to
design audit procedures that are
appropriate in the circumstances, but
not for the purpose of expressing an
opinion on the effectiveness of the
Group’s internal control.
•• Evaluate the appropriateness of
accounting policies used and the
reasonableness of accounting estimates
and related disclosures made by the
directors.
•• Conclude on the appropriateness of the
directors’ use of the going concern basis
of accounting and, based on the audit
evidence obtained, whether a material
uncertainty exists related to events or
conditions that may cast significant
doubt on the Group’s or the parent
company’s ability to continue as a going
concern. If we conclude that a material
uncertainty exists, we are required to
draw attention in our auditor’s report to
the related disclosures in the financial
statements or, if such disclosures are
inadequate, to modify our opinion. Our
conclusions are based on the audit
evidence obtained up to the date of our
auditor’s report. However, future events
or conditions may cause the Group or
the parent company to cease to
continue as a going concern.
•• Evaluate the overall presentation,
structure and content of the financial
statements, including the disclosures,
and whether the financial statements
represent the underlying transactions
and events in a manner that achieves fair
presentation.
•• Obtain sufficient appropriate audit
evidence regarding the financial
information of the entities or business
activities within the Group to express an
opinion on the consolidated financial
statements. We are responsible for the
direction, supervision and performance
of the Group audit. We remain solely
responsible for our audit opinion.
We communicate with those charged with
governance regarding, among other
matters, the planned scope and timing of
the audit and significant audit findings,
including any significant deficiencies in
internal control that we identify during our
audit.
Other matters which we are
required to address
We were reappointed by the audit committee
in the year to audit the financial statements.
Our total uninterrupted period of engagement
is 3 years, covering the years ended 31
December 2021 and 31 December 2023.
The non-audit services prohibited by the
FRC’s Ethical Standard were not provided
to the group or the parent company and we
remain independent of the group and the
parent company in conducting our audit.
During the period under review, agreed
upon procedures were completed in
respect of a number of the group’s
servicecharge 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: 23 April 2024
Financial statements
64 Consolidated income statement
65 Consolidated statement ofother comprehensive income
66 Consolidated balance sheet
68 Consolidated statement of changes inshareholders’ equity
69 Consolidated cash flow statement
70 Group accounting policies
80 Notes to the financial statements
108 Company balance sheet
109 Company statement of changes in equity
110 Company accounting policies
63Bisichi PLC
64 Bisichi PLC
Financial statements
| 2023 | 2022 | ||||||
| Revaluations | Revaluations | ||||||
| 2023 | and | 2023 | 2022 | and | 2022 | ||
| Trading | impairment | Total | Trading | impairment | Total | ||
| Notes | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Group revenue | 1 | ||||||
Operating costs | 3 | ( | ( | ( | ( | ||
| Operating profit before depreciation, fair value | 1 | ||||||
| adjustments and exchange movements | |||||||
Depreciation | 1 | ( | ( | ( | ( | ||
| Operating profit before fair value adjustments | 1 | ||||||
| and exchange movements | |||||||
Exchange losses | ( | ( | ( | ( | |||
| Increase/(Decrease) in value of investment | 4 | ( | ( | ||||
| properties | |||||||
Gain on investments held at fair value | |||||||
Operating profit | 1 | ||||||
Share of loss in joint ventures | 14 | ( | ( | ( | ( | ( | |
Profit before interest and taxation | |||||||
Interest receivable | |||||||
Interest payable | 7 | ( | ( | ( | ( | ||
Profit before tax | 5 | ( | |||||
Taxation | 8 | ( | ( | ( | ( | ( | ( |
Profit for the year | ( | ||||||
| Attributable to: | |||||||
Equity holders of the company | ( | ||||||
Non-controlling interest | 27 | ||||||
Profit for the year | ( | ||||||
Profit per share – basic | 10 | ||||||
Profit per share – diluted | 10 |
Trading gains and losses reflect all the trading activity on mining and property operations and realised gains. Revaluation gains and
losses reflects the revaluation of investment properties and other assets within the Group and any proportion of unrealised gains
and losses within Joint Ventures. The total column represents the consolidated income statement presented in accordance with
IAS 1.
Consolidated income statement
for the year ended 31 December 2023
Financial statements
Bisichi PLC 65
Financial statements
Consolidated statement ofother comprehensive income
for the year ended 31 December 2023
| 2023 | 2022 | |
| £’000 | £’000 | |
Profit for the year | ||
| Other comprehensive income/(expense): | ||
| Items that may be subsequently recycled to the income statement: | ||
Exchange differences on translation of foreign operations | ( | ( |
Other comprehensive income for the year net of tax | ( | ( |
Total comprehensive income for the year net of tax | ( | |
| Attributable to: | ||
Equity shareholders | ( | |
Non-controlling interest | ( | |
( |
66 Bisichi PLC
Financial statements
| 2023 | 2022 | ||
| Notes | £’000 | £’000 | |
| Assets | |||
| Non-current assets | |||
Investment properties | 11 | ||
Mining reserves, plant and equipment | 12 | ||
Investments in joint ventures accounted for using equity method | 13 | ||
Other investments at fair value through profit and loss (“FVPL”) | 13 | ||
Deferred tax asset | 23 | ||
Total non-current assets | |||
| Current assets | |||
Inventories | 16 | ||
Trade and other receivables | 17 | ||
Investments in listed securities held at FVPL | 18 | ||
Cash and cash equivalents | |||
Total current assets | |||
Total assets | |||
| Liabilities | |||
| Current liabilities | |||
Borrowings | 20 | ( | ( |
Trade and other payables | 19 | ( | ( |
Current tax liabilities | ( | ( | |
Total current liabilities | ( | ( | |
| Non-current liabilities | |||
Borrowings | 20 | ( | ( |
Provision for rehabilitation | 21 | ( | ( |
Lease liabilities | 31 | ( | ( |
Deferred tax liabilities | 23 | ( | |
Total non-current liabilities | ( | ( | |
Total liabilities | ( | ( | |
Net assets |
Consolidated balance sheet
at 31 December 2023
6767Bisichi PLC
Financial statements
Consolidated balance sheet
| 2023 | 2022 | ||
| Notes | £’000 | £’000 | |
| Equity | |||
Share capital | 24 | ||
Share premium account | |||
Translation reserve | ( | ( | |
Other reserves | 25 | ||
Retained earnings | |||
Total equity attributable to equity shareholders | |||
Non-controlling interest | 27 | ||
Total equity |
behalf by:
A R Heller G J Casey Company Registration No. 00112155
Director Director
68 Bisichi PLC
Financial statements
| Non- | ||||||||
| Share | Share | Translation | Other | Retained | controlling | Total | ||
| capital | Premium | reserves | reserves | earnings | Total | interest | equity | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Balance at 1 January 2022 | ( | |||||||
Profit for the year | ||||||||
Other comprehensive expense | ( | ( | ( | ( | ||||
| Total comprehensive expense | ( | |||||||
| for the year | ||||||||
Dividend (note 9) | ( | ( | ( | ( | ||||
Share options cancelled | ( | ( | ( | |||||
Share options issued | ||||||||
Balance at 1 January 2023 | ( | |||||||
Profit for the year | ||||||||
Other comprehensive income | ( | ( | ( | ( | ||||
| Total comprehensive income | ( | ( | ( | ( | ||||
| for the year | ||||||||
Dividend (note 9) | ( | ( | ( | |||||
Balance at 31 December 2023 | ( |
Consolidated statement of changes inshareholders’ equity
for the year ended 31 December 2023
6969Bisichi PLC
Financial statements
| Year ended | Year ended | |
| 31 December | 31 December | |
| 2023 | 2022 | |
| £’000 | £’000 | |
| Cash flows from operating activities | ||
Operating profit | ||
| Adjustments for: | ||
Depreciation | ||
Unrealised loss/(gain) on investment properties | ( | |
Share based payment expense | ||
Gain on investments held at FVPL | ( | ( |
Exchange adjustments | ||
Cash flow before working capital | ||
Change in inventories | ( | |
Change in trade and other receivables | ( | |
Change in trade and other payables | ||
Cash generated from operations | ||
Interest received | ||
Interest paid | ( | ( |
Income tax paid | ( | |
Cash flow from operating activities | ||
| Cash flows from investing activities | ||
Acquisition of reserves, property, motor vehicles, plant and equipment | ( | ( |
Disposal of reserves, property, motor vehicles, plant and equipment | ||
Disposal / (Acquisition) of other investments | ( | ( |
Cash flow from investing activities | ( | ( |
| Cash flows from financing activities | ||
Borrowings drawn | ||
Borrowings and lease liabilities repaid | ( | ( |
Equity dividends paid | ( | ( |
Minority dividends paid | ( | |
Cash flow from financing activities | ( | ( |
Net (decrease)/increase in cash and cash equivalents | ( | |
Cash and cash equivalents at 1 January | ||
Exchange adjustment | ( | |
Cash and cash equivalents at 31 December | ( | |
| Cash and cash equivalents at 31 December comprise: | ||
Cash and cash equivalents as presented in the balance sheet | ||
Bank overdrafts (secured) | ( | ( |
( |
Consolidated cash flow statement
for the year ended 31 December 2023
70 Bisichi PLC
Financial statements
Group accounting policies
for the year ended 31 December 2023
£1 Sterling: Rand | £1 Sterling: Dollar | |||
2023 | 2022 | 2023 | 2022 | |
Year-end rate | 23.3014 | 20.5785 | 1.2732 | 1.2102 |
Annual average | 22.9364 | 20.1929 | 1.2389 | 1.2967 |
7171Bisichi PLC
Financial statements
Group accounting policies
Standard | Overview | Impact |
| Amendments to IAS 1 and IFRS | The amendments to IAS 1 require an entity to disclose | No significant impact |
| Practice Statement 2 – Making | material accounting policies. | |
Materiality Judgements – Disclosure of Accounting Policies | ||
| Amendments to IAS 8 – Accounting | The amendments introduce a definition for accounting | No significant impact |
| Policies, Changes in Accounting | estimates which is ‘monetary amounts in financial statements | |
| Estimates and Errors | that are subject to measurement uncertainty’. Measurement | |
| uncertainty will arise when monetary amounts required to | ||
| apply an accounting policy cannot be observed directly. In | ||
| such cases, accounting estimates will need to be developed | ||
| using judgements and assumptions. | ||
| Amendments to IAS 12 – Income | This amendment to IAS 12 Income Taxes introduces an | No significant impact |
| Taxes - Deferred Tax related to Assets | exception to the “initial recognition exemption” when the | |
| and Liabilities arising from a Single | transaction gives rise to equal taxable and deductible | |
| Transaction | temporary differences. | |
| Amendments to IAS 12 – Income Taxes | This amendment to IAS 12 Income Taxes introduces | No significant impact |
| - International Tax Reform – Pillar Two | disclosures to help investors better understand a company’s | |
| Model Rules | exposure to income taxes arising from the reform, particularly | |
| before legislation implementing the rules is in effect. |
72 Bisichi PLC
Financial statements
Group accounting policies
Standard | Overview | Potential Impact |
| Amendments to IAS 1 - Classification of | Effective date: 1 January 2024 (early adoption | No significant impact expected |
| Liabilities as Current or Non-current | permitted). The standard has been amended to | |
| clarify that the classification of liabilities as current | ||
| or non-current should be based on rights that | ||
| exist at the end of the reporting period. | ||
| Amendments to IAS 1 - Non-current | Effective date: 1 January 2024 (early adoption | No significant impact expected |
| Liabilities with Covenants | permitted). The standard confirms that only those | |
| covenants with which an entity must comply on | ||
| or before the end of the reporting period affect | ||
| the classification of a liability as current or non- | ||
| current. | ||
| Amendments to IFRS 16- Lease Liability | Effective date: 1 January 2024 (early adoption | No significant impact expected |
| in a Sale and Leaseback | permitted). The amendments address the | |
| accounting that should be applied by a seller- | ||
| lessee in a sale and leaseback transaction when | ||
| the leaseback contains variable lease payments, | ||
| that do not depend on an index or rate. | ||
Amendments to IAS 7 and IFRS 7 | Effective date: 1 January 2024 (early adoption | No significant impact expected |
| permitted). The amendments require an entity | ||
| to disclose information about its supplier finance | ||
| arrangements to enable users of financial | ||
| statements to assess the effects of those | ||
| arrangements on the entity’s liabilities and cash | ||
| flows and on the entity’s exposure to liquidity risk. | ||
| Amendments to IAS 21 – Lack of | Effective date: 1 January 2025 (early adoption | No significant impact expected |
| Exchangeability | permitted). The amendments have been made to | |
| clarify: | ||
| • when a currency is exchangeable into another | ||
| currency; and | ||
| • how a company estimates a spot rate when a | ||
| currency lacks exchangeability. |
7373Bisichi PLC
Financial statements
Group accounting policies
74 Bisichi PLC
Financial statements
Group accounting policies
7575Bisichi PLC
Financial statements
Group accounting policies
76 Bisichi PLC
Financial statements
Group accounting policies
| Mining | 5 – 10 per cent per annum of |
| equipment | the earlier of its useful life or |
| the life of the mine | |
| Motor | 25 – 33 per cent per annum |
| vehicles | |
| Office | 10 – 33 per cent per annum |
| equipment |
7777Bisichi PLC
Financial statements
Group accounting policies
78 Bisichi PLC
Financial statements
Group accounting policies
7979Bisichi PLC
Financial statements
Group accounting policies
80 Bisichi PLC
Financial statements
1. SEGMENTAL REPORTING
| 2023 | ||||
| Mining | Property | Other | Total | |
| Business analysis | £’000 | £’000 | £’000 | £’000 |
Significant revenue customer A | 22,283 | - | - | 22,283 |
Significant revenue customer B | 10,659 | - | - | 10,659 |
Significant revenue customer C | 4,854 | - | - | 4,854 |
Other revenue | 9,628 | 1,268 | 561 | 11,457 |
Segment revenue | 47,424 | 1,268 | 561 | 49,253 |
| Operating profit before fair value adjustments | (113) | 711 | 556 | 1,154 |
| & exchange movements | ||||
Revaluation of investments & exchange movements | (158) | 145 | 759 | 746 |
Operating profit and segment result | (271) | 856 | 1,315 | 1,900 |
Segment assets | 26,767 | 13,402 | 14,996 | 55,165 |
| Unallocated assets | ||||
– Non-current assets | 54 | |||
– Cash & cash equivalents | 3,242 | |||
Total assets excluding investment in joint ventures and assets held for sale | 58,461 | |||
Segment liabilities | (17,680) | (709) | 3 | (18,386) |
Borrowings | (3,563) | (3,920) | - | (7,483) |
Total liabilities | (21,243) | (4,629) | 3 | (24,869) |
Net assets | 32,592 | |||
| Non segmental assets | ||||
– Investment in joint ventures | 1,002 | |||
Net assets as per balance sheet | 33,594 |
| United | South | ||
| Kingdom | Africa | Total | |
| Geographic analysis | £’000 | £’000 | £’000 |
Revenue | 1,829 | 47,424 | 49,253 |
Operating profit and segment result | 411 | 1,489 | 1,900 |
Depreciation | (34) | (1,459) | (1,493) |
Non-current assets excluding investments | 10,873 | 18,842 | 29,715 |
Total net assets | 26,018 | 7, 576 | 33,594 |
Capital expenditure | 35 | 5,909 | 5,944 |
Notes to the financial statements
for the year ended 31 December 2023
8181Bisichi PLC
Financial statements
Notes to the financial statements
1. SEGMENTAL REPORTING CONTINUED
| 2022 | ||||
| Mining | Property | Other | Total | |
| Business analysis | £’000 | £’000 | £’000 | £’000 |
Significant revenue customer A | 57,381 | - | - | 57,381 |
Significant revenue customer B | 29,934 | - | - | 29,934 |
Significant revenue 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 fair value adjustments | 37,033 | 652 | 585 | 38,270 |
| & exchange movements | ||||
Revaluation of investments & exchange movements | (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 |
| United | South | ||
| Kingdom | Africa | Total | |
| Geographic analysis | £’000 | £’000 | £’000 |
Revenue | 1,698 | 93,413 | 95,111 |
Operating 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 |
82 Bisichi PLC
Financial statements
Notes to the financial statements
2. REVENUE
| 2023 | 2022 | |
| £’000 | £’000 | |
| Revenue from contracts with customers: | ||
Coal sales and processing | 47,424 | 93,413 |
Service charges recoverable from tenants | 181 | 98 |
| Other: | ||
Rental income | 1,087 | 1,010 |
Other revenue | 561 | 590 |
Revenue | 49,253 | 95,111 |
| 2023 | 2022 | |
| £’000 | £’000 | |
Mining | 38,620 | 43,209 |
Property | 339 | 269 |
Cost of sales | 38,959 | 43,478 |
Administration | 9,140 | 13,363 |
Operating costs | 48,099 | 56,841 |
| The direct property costs are: | ||
Direct property expense | 305 | 250 |
Bad debts | 34 | 19 |
339 | 269 |
4. (LOSS)/GAIN ON REVALUATION OF INVESTMENT PROPERTIES
The reconciliation of the investment (deficit)/surplus to the gain on revaluation of investment properties in the income statement is
set out below:
| 2023 | 2022 | |
| £’000 | £’000 | |
Investment surplus/(deficit) | 145 | (60) |
Gain/(Loss) on valuation movement in respect of head lease payments | 38 | (5) |
Gain/(Loss) on revaluation of investment properties | 183 | (65) |
8383Bisichi PLC
Financial statements
Notes to the financial statements
| 2023 | 2022 | |
| £’000 | £’000 | |
Staff costs (see note 29) | 7,270 | 11,991 |
Depreciation | 1,493 | 1,093 |
Exchange loss | (158) | (270) |
Fees payable to the company’s auditor for the audit of the company’s annual accounts | 55 | 50 |
| Fees payable to the company’s auditor and its associates for other services: | ||
The audit of the company’s subsidiaries pursuant to legislation | 40 | 43 |
Inventories recognised as an expense | 35,808 | 35,969 |
6. DIRECTORS’ EMOLUMENTS
Directors’ emoluments are shown in the Directors’ remuneration report on page 41 which is within the audited part of that report.
| 2023 | 2022 | |
| £’000 | £’000 | |
On bank overdrafts and bank loans | 771 | 507 |
Unwinding of discount | 112 | 319 |
Lease liabilities | 27 | 25 |
Other interest payable | 563 | 196 |
Interest payable | 1,473 | 1,047 |
84 Bisichi PLC
Financial statements
Notes to the financial statements
8. TAXATION
| 2023 | 2022 | |
| £’000 | £’000 | |
| (a) Based on the results for the year: | ||
Current tax - UK | - | - |
Current tax - Overseas | 1,318 | 11,520 |
Corporation tax - adjustment in respect of prior year – UK | - | - |
Current tax | 1,318 | 11,520 |
Deferred tax | (1,018) | 388 |
Total tax in income statement charge | 300 | 11,908 |
(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
23.5% (2022: 19%).
The differences are explained below:
Profit/ Loss on ordinary activities before taxation | 610 | 38,014 |
Tax on profit/ loss on ordinary activities at 23.50% (2022: 19.00%) | 143 | 7,223 |
| Effects of: | ||
Expenses not deductible for tax purposes | 241 | 280 |
Non-taxable income | (95) | (83) |
Capital gains\(losses) on disposal | - | 14 |
Differences in tax rates to UK Tax rate | (75) | 4,491 |
Other differences | 86 | (17) |
Adjustment in respect of prior years | - | - |
Total tax in income statement charge/(credit) | 300 | 11,908 |
(c) Analysis of United Kingdom and overseas tax:
United Kingdom tax included in above:
Current tax | - | - |
Deferred tax | (93) | (937) |
(93) | (937) | |
| Overseas tax included in above: | ||
Current tax | 1,318 | 11,520 |
Adjustment in respect of prior years | - | - |
Current tax | 1,318 | 11,520 |
Deferred tax | (925) | 1,325 |
393 | 12,845 |
Overseas tax is derived from the Group’s South African mining operation. Refer to note 1 for a report on the Groups’ mining and
South African segmental reporting. The adjustment to tax rate arises due to the deferred tax rate used in the UK for the year of
25% (2022: 25%) and the corporation tax rate assessed in South Africa for the year of 27% (2022: 28%) being different from
the corporation tax rate in the UK.
8585Bisichi PLC
Financial statements
Notes to the financial statements
9. SHAREHOLDER DIVIDENDS
| 2023 | 2023 | 2022 | 2022 | |
| Per share | £’000 | Per share | £’000 | |
Dividends paid during the year relating to the prior period | 12p | 1,282 | 6.00p | 641 |
| Dividends relating to the current period: | ||||
Interim dividend | 3.00p | 320 | 10p | 1,067 |
Proposed final dividend | 4.00p | 427 | 4p | 427 |
Proposed special dividend | 0.00p | - | 8p | 854 |
747 | 2,348 |
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 £1,602,000 (2022: £1,708,000)
comprise of dividends paid during the year relating to the prior period of £1,282,000 (2022: £641,000) and the interim dividend of
£320,000 (£1,067,000). The final dividend for 2023 is not accounted for until it has been approved at the Annual General Meeting.
10. PROFIT AND DILUTED PROFIT PER SHARE
Both the basic and diluted profit per share calculations are based on a profit after tax attributable to equity holders of the company
of £259,000 (2022: £17,612,000). The basic profit/(loss) per share of 2.43p has been calculated on a weighted average of
10,676,839 (2022: 10,676,839) ordinary shares being in issue during the period. The diluted profit per share of 2.43p has been
calculated on the weighted average number of shares in issue of 10,676,839 (2022: 10,676,839) plus the dilutive potential ordinary
shares arising from share options of nil (2022: nil) totalling 10,676,839 (2022: 10,676,839).
11. INVESTMENT PROPERTIES
| Long | Head | |||
| Freehold | Leasehold | Lease | Total | |
| £’000 | £’000 | £’000 | £’000 | |
Valuation at 1 January 2023 | 8,270 | 2,195 | 170 | 10,635 |
Revaluation | 125 | 20 | 38 | 183 |
Valuation at 31 December 2023 | 8,395 | 2,215 | 208 | 10,818 |
Valuation at 1 January 2022 | 8,230 | 2,295 | 175 | 10,700 |
Revaluation | 40 | (100) | (5) | 65 |
Valuation at 31 December 2022 | 8,270 | 2,195 | 170 | 10,635 |
| Historical cost | ||||
At 31 December 2023 | 5,851 | 728 | - | 6,579 |
At 31 December 2022 | 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.
86 Bisichi PLC
Financial statements
Notes to the financial statements
11. INVESTMENT PROPERTIES CONTINUED
Freehold and Long Leasehold properties were externally professionally valued at 31 December on an open market basis by:
| 2023 | 2022 | |
| £’000 | £’000 | |
Carter Towler | 10,610 | 10,465 |
The valuations were carried out in accordance with the Statements of Asset Valuation and Guidance Notes published by The Royal
Institution of Chartered Surveyors.
Each year external valuers are appointed by the Executive Directors on behalf of the Board. The valuers are selected based upon
their knowledge, independence and reputation for valuing assets such as those held by the Group.
Valuations are performed annually and are performed consistently across all investment properties in the Group’s portfolio. At
each reporting date appropriately qualified employees of the Group verify all significant inputs and review the computational
outputs. Valuers submit their report to the Board on the outcome of each valuation round.
Valuations take into account tenure, lease terms and structural condition. The inputs underlying the valuations include market rent
or business profitability, likely incentives offered to tenants, forecast growth rates, yields, EBITDA, discount rates, construction
costs including any specific site costs (for example section 106), professional fees, developer’s profit including contingencies,
planning and construction timelines, lease regear costs, planning risk and sales prices based on known market transactions for
similar properties to those being valued.
Valuations are based on what is determined to be the highest and best use. When considering the highest and best use a valuer
will consider, on a property by property basis, its actual and potential uses which are physically, legally and financially viable.
Where the highest and best use differs from the existing use, the valuer will consider the cost and likelihood of achieving and
implanting this change in arriving at its valuation.
There are often restrictions on Freehold and Leasehold property which could have a material impact on the realisation of these
assets. The most significant of these occur when planning permission or lease extension and renegotiation of use are required or
when a credit facility is in place. These restrictions are factored in the property’s valuation by the external valuer.
IFRS 13 sets out a valuation hierarchy for assets and liabilities measured at fair value as follows:
Level 1: valuation based on inputs on quoted market prices in active markets
Level 2: valuation based on inputs other than quoted prices included within level 1 that maximise the use of observable data
directly or from market prices or indirectly derived from market prices.
Level 3: where one or more significant inputs to valuations are not based on observable market data
8787Bisichi PLC
Financial statements
Notes to the financial statements
11. INVESTMENT PROPERTIES CONTINUED
The inter-relationship between key unobservable inputs and the Groups’ properties is detailed in the table below:
| Carrying/ | Carrying/ | Range | Range | |||
| fair value | fair value | (weighted | (weighted | |||
| Class of property | Valuation | Key | 2023 | 2022 | average) | average) |
| Level 3 | technique | unobservable inputs | £’000 | £’000 | 2023 | 2022 |
| Freehold – | Income | Estimated rental | 8,395 | 8,270 | £4 – £29 | £4 – £29 |
| external valuation | capitalisation | value per sq ft p.a | (£21) | (£21) | ||
Equivalent Yield | 8.8% – 13.5% | 8.9% – 15.8% | ||||
| (10.7%) | (11.4%) | |||||
| Long leasehold – | Income | Estimated rental | 2,215 | 2,195 | £9 – £9 | £8 – £8 |
| external valuation | capitalisation | value per sq ft p.a | (£9) | (£8) | ||
Equivalent yield | 10.4% – 10.4% | 9.8% – 9.8% | ||||
| (10.4%) | (9.8%) | |||||
| At 31 December | 10,610 | 10,465 |
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 v aluation. The impact on the valuation will be mitigated by the
interrelationship of two inputs in opposite directions, for example, an increase in rent may be offset by an increase in yield.
The table below illustrates the impact of changes in key unobservable inputs on the carrying / fair value of the Group’s properties:
| Estimated rental value | Equivalent yield | |||
| 10% increase or | 25 basis Point | |||
| decrease | contraction or expansion | |||
| 2023 | 2022 | 2023 | 2022 | |
| £’000 | £’000 | £’000 | £’000 | |
Freehold – external valuation | 840/(840) | 827 / (827) | 215/(205) | 205 / (195) |
Long Leasehold – external valuation | 222/(222) | 220 / (220) | 55/(52) | 57 / (55) |
88 Bisichi PLC
Financial statements
Notes to the financial statements
12. MINING RESERVES, PLANT AND EQUIPMENT
| Mining | |||||
| equipment | |||||
| Mining | and develop- | Motor | Office | ||
| reserves | ment costs | vehicles | equipment | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
Cost at 1 January 2023 | 2,332 | 36,291 | 385 | 168 | 39,176 |
Exchange adjustment | (273) | (4,333) | (33) | (14) | (4,653) |
Additions | - | 5,903 | 27 | 14 | 5,944 |
Disposals | - | ||||
Cost at 31 December 2023 | 2,059 | 37,861 | 379 | 168 | 40,467 |
Accumulated depreciation at 1 January 2023 | 1,099 | 21,347 | 256 | 97 | 22,799 |
Exchange adjustment | (174) | (2,517) | (20) | (10) | (2,721) |
Charge for the year | 1,443 | 28 | 22 | 1,493 | |
Disposals | - | - | - | - | - |
Accumulated depreciation at 31 December 2023 | 925 | 20,273 | 264 | 109 | 21,571 |
Net book value at 31 December 2023 | 1,134 | 17,588 | 115 | 59 | 18,896 |
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 1 7 | 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 |
8989Bisichi PLC
Financial statements
Notes to the financial statements
12. MINING RESERVES, PLANT AND EQUIPMENT CONTINUED
Included in the above line items are right-of-use assets over the following:
| Mining | |||
| Equipment | |||
| and develop- | Motor | ||
| ment costs | vehicles | Total | |
| £’000 | £’000 | £’000 | |
Net book value at 1 January 2023 | 186 | 21 | 207 |
Additions | 1 | - | 1 |
Exchange adjustment | (24) | - | (24) |
Depreciation | (35) | (12) | (47) |
Net book value at 31 December 2023 | 128 | 9 | 137 |
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 |
| 2023 | 2022 | |||
| Net | Net | |||
| investment in | investment | |||
| joint | in joint | |||
| ventures | 2023 | ventures | 2022 | |
| assets | Other | assets | Other | |
| £’000 | £’000 | £’000 | £’000 | |
At 1 January | 1,041 | 12,590 | 1,130 | 3,631 |
Gain in investment | - | 856 | - | 718 |
Additions | - | 1,189 | - | 9,758 |
Disposals | - | (377) | - | (1,517) |
Share of (loss) in joint ventures | (39) | - | (89) | - |
Net assets at 31 December | 1,002 | 14,258 | 1,041 | 12,590 |
| 2023 | 2022 | |
| £’000 | £’000 | |
Net book value of unquoted investments | - | - |
Net book and market value of readily realisable investments listed on stock exchanges in the United Kingdom | 6,843 | 6,782 |
Net book and market value of readily realisable investments listed on overseas stock exchanges | 7,415 | 5,808 |
14,258 | 12,590 |
90 Bisichi PLC
Financial statements
Notes to the financial statements
9191Bisichi PLC
Financial statements
Notes to the financial statements
14. JOINT VENTURES CONTINUED
| Development | West | Development | West | |||||
| Physics | Dragon | Ealing | 2023 | Physics | Dragon | Ealing | 2022 | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Turnover | - | 168 | 65 | 233 | - | 168 | 53 | 221 |
| Profit and loss: | ||||||||
(Loss)/Profit before depreciation, interest and taxation | (28) | 53 | (32) | (7) | (33) | (5) | (71) | (109) |
Depreciation and amortisation | - | (2) | - | (2) | - | (3) | - | (3) |
| (Loss)/Profit before interest | (28) | 51 | (32) | (9) | (33) | (8) | (71) | (112) |
| and taxation | ||||||||
Interest Income | - | - | - | - | - | - | - | - |
Interest expense | - | (79) | (1) | (80) | - | (51) | (1) | (52) |
(Loss)/Profit before taxation | (28) | (28) | (33) | (89) | (33) | (59) | (72) | (164) |
Taxation | - | - | - | - | - | (2) | (34) | (36) |
(Loss)/Profit after taxation | (28) | (28) | (33) | (89) | (33) | (61) | (106) | (200) |
| Balance sheet | ||||||||
Non-current assets | - | 2,030 | - | 2,030 | - | 2,038 | - | 2,038 |
Cash and cash equivalents | 5 | 57 | 9 | 71 | 2 | 107 | 9 | 118 |
Property inventory | 483 | - | 8,889 | 9,372 | 348 | - | 8,112 | 8,460 |
Other current assets | - | 112 | 64 | 176 | 2 | 269 | 47 | 318 |
Current borrowings | - | (950) | (4,386) | (5,336) | - | (1,143) | (4,399) | (5,542) |
Other current liabilities | (559) | (64) | (3,709) | (4,332) | (395) | (59) | (2,862) | (3,316) |
Net current assets | (71) | (845) | 867 | (49) | (43) | (826) | 907 | 38 |
Non-current borrowings | - | - | - | - | - | - | (9) | (9) |
Other non-current liabilities | - | - | - | - | - | - | - | - |
Net assets at 31 December | (71) | 1,185 | 867 | 1,981 | (43) | 1,212 | 898 | 2,067 |
Share of net assets at 31 December | (24) | 593 | 434 | 1,002 | (14) | 606 | 449 | 1,041 |
92 Bisichi PLC
Financial statements
Notes to the financial statements
| Percentage | ||||
| of share | Country of | |||
| Activity | capital | Registered address | incorporation | |
| Directly held: | ||||
Mineral Products Limited | Share dealing | 100% | 12 Little Portland Street, | England and Wales |
| London, W1W8BJ | ||||
Bisichi (Properties) Limited | Property | 100% | 12 Little Portland Street, | England and Wales |
| London, W1W8BJ | ||||
Bisichi Northampton Limited | Property | 100% | 12 Little Portland Street, | England and Wales |
| London, W1W8BJ | ||||
Bisichi Trustee Limited | Property | 100% | 12 Little Portland Street, | England and Wales |
| London, W1W8BJ | ||||
Urban First (Northampton) Limited | Property | 100% | 12 Little Portland Street, | England and Wales |
| London, W1W8BJ | ||||
Bisichi Mining (Exploration) Limited | Holding company | 100% | 12 Little Portland Street, | England and Wales |
| London, W1W8BJ | ||||
Ninghi Marketing Limited | Dormant | 90.1% | 12 Little Portland Street, | England and Wales |
| London, W1W8BJ | ||||
| Bisichi Mining Management | Dormant | 100% | 12 Little Portland Street, | England and Wales |
| Services Limited | London, W1W8BJ | |||
Bisichi Coal Mining (Pty) Limited | Coal mining | 100% | Samora Machel Street, | South Africa |
| Bethal Road, Middelburg, | ||||
| Mpumalanga, 1050 | ||||
| Indirectly held: | ||||
Black Wattle Colliery (Pty) Limited | Coal mining | 62.5% | Samora Machel Street, | South Africa |
| Bethal Road, Middelburg, | ||||
| Mpumalanga, 1050 | ||||
Sisonke Coal Processing (Pty) Limited | Coal processing | 62.5% | Samora Machel Street, | South Africa |
| Bethal Road, Middelburg, | ||||
| Mpumalanga, 1050 | ||||
Black Wattle Klipfontein (Pty) Limited | Coal mining | 62.5% | Samora Machel Street, | South Africa |
| Bethal Road, | ||||
| Middelburg, Mpumalanga, | ||||
| 1050 | ||||
| Amandla Ehtu Mineral Resource | Dormant | 70% | Samora Machel Street, | South Africa |
| Development (Pty) Limited | Bethal Road, | |||
| Middelburg, Mpumalanga, | ||||
| 1050 |
9393Bisichi PLC
Financial statements
Notes to the financial statements
16. INVENTORIES
| 2023 | 2022 | |
| £’000 | £’000 | |
| Coal | ||
Washed | 1,949 | 4,758 |
Mining Production | 542 | 162 |
Work in progress | 85 | 221 |
Other | 3 | 58 |
2,579 | 5,199 |
The amount of inventories recognised as an expense during the period was £35,808,000 (2022: £35,969,000).
| 2023 | 2022 | |
| £’000 | £’000 | |
| Financial assets falling due within one year: | ||
Trade receivables | 4,180 | 4,067 |
Amount owed by joint venture | 1,844 | 1,379 |
Other receivables | 1,727 | 860 |
| Non-financial instruments falling due within one year: | ||
Prepayments and accrued income | 183 | 131 |
7,934 | 6,437 |
94 Bisichi PLC
Financial statements
Notes to the financial statements
| 2023 | 2022 | |
| Other | Other | |
| £’000 | £’000 | |
At 1 January | 886 | 685 |
(Loss)/Gain in investments | (97) | 318 |
Additions | - | 449 |
Disposals | (55) | (566) |
Market value at 31 December | 734 | 886 |
| 2023 | 2022 | |
| £’000 | £’000 | |
| Market value of listed Investments: | ||
Listed in Great Britain | 618 | 686 |
Listed outside Great Britain | 116 | 200 |
734 | 886 | |
Original cost of listed investments | 760 | 846 |
Unrealised (deficit)/surplus of market value versus cost | (26) | 40 |
| 2023 | 2022 | |
| £’000 | £’000 | |
Trade payables | 8,673 | 8,519 |
Amounts owed to joint ventures | 33 | 120 |
Lease liabilities (Note 31) | 63 | 54 |
Other payables | 1,949 | 2,000 |
Accruals | 649 | 2.366 |
Deferred Income | 222 | 223 |
11,589 | 13,282 |
Current | Non-current | |||
| 2023 | 2022 | 2023 | 2022 | |
| £’000 | £’000 | £’000 | £’000 | |
Bank overdraft (secured) | 3,534 | 3,225 | - | - |
Bank loan (secured) | 3,927 | 570 | 22 | 3,930 |
7,461 | 3,795 | 22 | 3,930 |
9595Bisichi PLC
Financial statements
Notes to the financial statements
20. FINANCIAL LIABILITIES – BORROWINGS CONTINUED
| 2023 | 2022 | ||
| £’000 | £’000 | ||
| Bank overdraft and loan instalments by reference to the balance sheet date: | |||
Within one year | 7,461 | 3,795 | |
From one to two years | 22 | 3,906 | |
From two to five years | - | 24 | |
7,483 | 7,72 | 5 | |
| Bank overdraft and loan analysis by origin: | |||
United Kingdom | 3,920 | 3,880 | |
Southern Africa | 3,563 | 3,845 | |
7,483 | 7,72 | 5 | |
| 2023 | 2022 | ||
| £’000 | £’000 | ||
Total bank loans and overdraft | 7,483 | 7,72 | 5 |
Less cash and cash equivalents (excluding overdraft) | (3,242) | (10,590) | |
Net debt | 4,241 | (2,865) | |
Total equity attributable to shareholders of the parent | 31,990 | 33,802 | |
Gearing | (13.3%) | (8.5%) |
96 Bisichi PLC
Financial statements
Notes to the financial statements
20. FINANCIAL LIABILITIES – BORROWINGS CONTINUED
| Bank | ||||||||
| Bank | Bank | Lease | borrow- | Bank | Lease | |||
| borrowings | overdrafts | liabilities | 2023 | ings | overdrafts | liabilities | 2022 | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Balance at 1 January | 4,499 | 3,225 | 398 | 8,122 | 3,983 | 2,536 | 454 | 6,973 |
Exchange adjustments | (64) | (388) | (24) | (476) | (9) | 11 | 5 | 7 |
| Cash movements excluding | (486) | 697 | (39) | 172 | 525 | 678 | (56) | 1,147 |
| exchange adjustments | ||||||||
Additions | - | - | 38 | 38 | - | - | (5) | (5) |
Balance at 31 December | 3,949 | 3,534 | 373 | 7,856 | 4,499 | 3,225 | 398 | 8,122 |
| 2023 | 2022 | |
| £’000 | £’000 | |
As at 1 January | 1,715 | 1,390 |
Exchange adjustment | (213) | 6 |
Increase in provision | - | - |
Unwinding of discount | 112 | 319 |
As at 31 December | 1,614 | 1,715 |
22. FINANCIAL INSTRUMENTS
| Financial | Financial | Financial | Financial | |||||
| Assets | Liabilities | Assets | Liabilities | |||||
| measured | measured | measured | measured | |||||
| at | at | Investments | at | at | Investments | |||
| amortised | amortised | held at | amortised | amortised | held at | |||
| cost | cost | FVPL | 2023 | cost | cost | FVPL | 2022 | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Cash and cash equivalents | 3,242 | - | - | 3,242 | 10,590 | - | - | 10,590 |
Non-current other investments held at FVPL | - | - | 14,258 | 14,258 | - | - | 12,590 | 12,590 |
| Investments in listed | - | - | 734 | 734 | - | - | 886 | 886 |
| securities held at FVPL | ||||||||
Trade and other receivables | 7,571 | - | - | 7,571 | 6,306 | - | - | 6,306 |
Bank borrowings and overdraft | - | (7,483) | - | (7,483) | - | (7,725) | - | (7,725) |
Lease Liabilities | - | (373) | - | (373) | - | (398) | - | (398) |
Other liabilities | - | (16,495) | - | (16,495) | - | (17,261) | - | (17,261) |
10,993 | (24,351) | 14,992 | 1,634 | 16,896 | (25,384) | 13,476 | 4,988 |
9797Bisichi PLC
Financial statements
Notes to the financial statements
22. FINANCIAL INSTRUMENTS CONTINUED
| 2023 | 2022 | |
| £’000 | £’000 | |
Within one year | 24,431 | 21,511 |
From one to two years | 62 | 4,259 |
From two to five years | 130 | 479 |
Beyond five years | 144 | 126 |
24,767 | 26,375 |
98 Bisichi PLC
Financial statements
Notes to the financial statements
22. FINANCIAL INSTRUMENTS CONTINUED
| 2023 | 2022 | |
| £’000 | £’000 | |
Within one month | 7,512 | 15,635 |
From one to three months | 11,255 | 4,150 |
From four to twelve months | 5,664 | 1,726 |
24,431 | 21,511 |
9999Bisichi PLC
Financial statements
Notes to the financial statements
22. FINANCIAL INSTRUMENTS CONTINUED
| 2023 | 2022 | |
| £’000 | £’000 | |
Sterling | 1,570 | 7,7 7 9 |
South African Rand | 1,109 | 2,238 |
US Dollar | 563 | 573 |
3,242 | 10,590 |
100 Bisichi PLC
Financial statements
Notes to the financial statements
22. FINANCIAL INSTRUMENTS CONTINUED
| South | ||
| African | ||
| Sterling | Rands | |
| 2023: | £’000 | £’000 |
Sterling | 12,082 | - |
South African Rand | 40 | (12,583) |
US Dollar | 2,095 | - |
14,217 | (12,583) |
| South | ||
| African | ||
| Sterling | Rands | |
| 2022: | £’000 | £’000 |
Sterling | 14,715 | - |
South African Rand | 45 | (11,743) |
US Dollar | 1,971 | - |
16,731 | (11,743) |
| 2023 | 2022 | |
| £’000 | £’000 | |
As at 1 January | 872 | 506 |
Recognised in income | (1,018) | 388 |
Exchange adjustment | (172) | (22) |
As at 31 December | (318) | 872 |
| The deferred tax balance comprises the following: | ||
Revaluations | 924 | 671 |
Capital allowances | 4,562 | 3,855 |
Short term timing difference | (846) | (813) |
Unredeemed capital deductions | (2,665) | (1,439) |
Losses and other deductions | (2,293) | (1,402) |
(318) | 872 |
101101Bisichi PLC
Financial statements
Notes to the financial statements
| 2023 | 2022 | |
| £’000 | £’000 | |
Authorised: 13,000,000 ordinary shares of 10p each | 1,300 | 1,300 |
| 2023 | 2022 | |||
| Number of | Number of | |||
| ordinary | ordinary | 2023 | 2022 | |
| shares | shares | £’000 | £’000 | |
At 1 January and outstanding at 31 December | 10,676,839 | 10,676,839 | 1,068 | 1,068 |
| 2023 | 2022 | |
| £’000 | £’000 | |
Equity share options | 1,026 | 1,026 |
Net investment premium on share capital in joint venture | 86 | 86 |
1,112 | 1,112 |
26. SHARE BASED PAYMENTS
Details of the share option scheme are shown in the Directors’ remuneration report on page 42 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:
| Number of | |||||
| Number of share | share options | Number of share for | |||
| Period within | for which options | lapsed/surrendered | which options | ||
| Year of | Subscription | which options | outstanding at | /awarded | outstanding at |
| grant | price per share | exercisable | 31 December 2022 | during year | 31 December 2023 |
2022 | 352.0p | Sep 2022 – Sep 2032 | 760,000 | - | 760,000 |
On 1 September 2022 the company granted additional options to the following directors of the company:
A. Heller 380,000 options at an exercise price of 352.0p per share.
G. Casey 380,000 options at an exercise price of 352.0p per share.
102 Bisichi PLC
Financial statements
Notes to the financial statements
26. SHARE BASED PAYMENTS CONTINUED
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%
| 2023 | 2022 | |||
| Weighted | Weighted | |||
| average | average | |||
| 2023 | exercise | 2022 | exercise | |
| Number | price | Number | price | |
Outstanding at 1 January | 760,000 | 352.00p | 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 | 760,000 | 352.00p |
Exercisable at 31 December | 760,000 | 352.00p | 760,000 | 352.00p |
27. NON-CONTROLLING INTEREST
| 2023 | 2022 | |
| £’000 | £’000 | |
As at 1 January | 1,759 | 323 |
Issue of shares in subsidiary | - | 1 |
Share of profit/(loss) for the year | 51 | 8,494 |
Dividends paid | - | (7,034) |
Exchange adjustment | (206) | (25) |
As at 31 December | 1,604 | 1,759 |
103103Bisichi PLC
Financial statements
Notes to the financial statements
27. NON-CONTROLLING INTEREST CONTINUED
| 2023 | 2022 | |
| £’000 | £’000 | |
Revenue | 47,423 | 93,356 |
Expenses | (47,275) | (63,289) |
Profit/(loss) for the year | 148 | 30,067 |
Other comprehensive Income | - | - |
Total comprehensive income for the year | 148 | 30,067 |
| Balance sheet | ||
Non-current assets | 18,843 | 16,325 |
Current assets | 9,033 | 11,752 |
Current liabilities | (20,451) | (18,873) |
Non-current liabilities | (2,262) | (3,522) |
Net assets at 31 December | 5,163 | 5,682 |
104 Bisichi PLC
Financial statements
Notes to the financial statements
At 31 December | Costs | During the year | ||
| Amounts | Amounts | recharged | Cash paid | |
| owed | owed | (to)/by | (to)/by | |
| to related | by related | related | related | |
| party | party | party | party | |
| £’000 | £’000 | £’000 | £’000 | |
| Related party: | ||||
London & Associated Properties PLC (note (a)) | - | - | 200 | (200) |
West Ealing Projects Limited (note (b)) | - | (1,618) | - | (381) |
Dragon Retail Properties Limited (note (c)) | 33 | - | (36) | (51) |
Development Physics Limited (note (d)) | - | (226) | - | (84) |
As at 31 December 2023 | 33 | (1,844) | 164 | (716) |
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) |
105105Bisichi PLC
Financial statements
Notes to the financial statements
29. EMPLOYEES
| 2023 | 2022 | |
| £’000 | £’000 | |
| Staff costs during the year were as follows: | ||
Salaries | 6,495 | 8,891 |
Social security costs | 326 | 580 |
Pension costs | 449 | 300 |
Share based payments | - | 2,220 |
7,270 | 11,991 | |
2023 | 2022 | |
| The average weekly numbers of employees of the Group during the year were as follows: | ||
Production | 209 | 213 |
Administration | 15 | 15 |
224 | 228 |
| 2023 | 2022 | |
| £’000 | £’000 | |
Commitments for capital expenditure approved and contracted for at the year end | - | - |
| Mining | |||||
| Equipment & | Head | ||||
| Development | Motor | Lease | |||
| costs | Vehicles | Property | 2023 | 2022 | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
Within one year | 41 | 9 | 13 | 62 | 71 |
Second to fifth year | 136 | - | 52 | 188 | 210 |
After five years | 9 | - | 1,564 | 1,573 | 1,341 |
186 | 9 | 1,629 | 1,824 | 1,622 | |
Discounting adjustment | (30) | - | (1,421) | (1,451) | (1,222) |
Present value | 156 | 9 | 208 | 373 | 400 |
106 Bisichi PLC
Financial statements
Notes to the financial statements
31. LEASE LIABILITIES AND FUTURE PROPERTY LEASE RENTALS CONTINUED
| Mining | |||||
| Equipment & | Head | ||||
| Development | Motor | Lease | |||
| costs | Vehicles | Property | 2023 | 2022 | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
Within one year (Note 19) | 41 | 9 | 13 | 54 | 54 |
Second to fifth year | 110 | - | 41 | 157 | 170 |
After five years | 5 | - | 154 | 163 | 176 |
Present value | 156 | 9 | 208 | 373 | 400 |
| 2023 | 2022 | |
| £’000 | £’000 | |
Within one year | 959 | 973 |
Second year | 854 | 875 |
Third year | 756 | 801 |
Fourth year | 674 | 716 |
Fifth year | 624 | 645 |
After five years | 9,327 | 9,530 |
13,194 | 13,540 |
107107Bisichi PLC
Financial statements
Notes to the financial statements
| 2023 | 2022 | |
| £’000 | £’000 | |
Rail siding | 43 | 49 |
Rehabilitation of mining land | 1,614 | 1,715 |
Water & electricity | 41 | 47 |
108 Bisichi PLC
Financial statements
Notes
2023
£’000
2022
£’000
Fixed assets
Tangible assets 35 99 98
Investment in joint ventures 36 665 665
Other investments 36 20,614 18,946
21,378 19,709
Current assets
Debtors – amounts due within one year 37 3,820 2,754
Debtors – amounts due in more than one year 37 1,280 1,159
Bank balances 1,651 7,928
6,751 11,841
Creditors – amounts falling due within one year 38 (782) (2,514)
Net current assets 5,969 9,327
Total assets less current liabilities 27,347 29,036
Creditors – amounts falling in more than one year 38 - (9)
Net assets 27,347 29,027
Capital and reserves
Called up share capital 24 1,068 1,068
Share premium account 258 258
Other reserves 1,027 1,027
Retained earnings 33 24,994 26,674
Shareholders’ funds 27,347 29,027
The loss for the financial year, before dividends payable, was £78,000 (2022: profit of £15,415,000)
The company financial statements were approved and authorised for issue by the board of directors on 22 April 2024 and signed
on its behalf by:
A R Heller G J Casey Company Registration No. 00112155
Director Director
Company balance sheet
at 31 December 2023
109109Bisichi PLC
Financial statements
Company statement of changes in equity
for the year ended 31 December 2023
Share
capital
£’000
Share
premium
£’000
Other
reserve
£’000
Retained
earnings
£’000
Shareholders
funds
£’000
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
Profit and total comprehensive income for the year - - - 15,415 15,415
Balance at 1 January 2023 1,068 258 1,027 26,674 29,027
Dividends paid - - - (1,602) (1,602)
Profit and total comprehensive income for the year - - - (78) (78)
Balance at 31 December 2023 1,068 258 1,027 24,994 27,347
110 Bisichi PLC
Financial statements
Company accounting policies
for the year ended 31 December 2023
The following are the main accounting
policies of the company:
Basis of preparation
The financial statements have been
prepared in accordance with Financial
Reporting Standard 100 Application of
Financial Reporting Requirements and
Financial Reporting Standard 101
Reduced Disclosure Framework. The
principal accounting policies adopted in
the preparation of the financial
statements are set out below.
The financial statements have been
prepared on a historical cost basis,
except for the revaluation of leasehold
property and certain
financialinstruments.
Going concern
Details on the Group’s adoption of the
going concern basis of accounting in
preparing the annual financial statements
can be found on page 70.
Disclosure exemptions adopted
In preparing these financial statements
the company has taken advantage of all
disclosure exemptions conferred by FRS
101 as well as disclosure exemptions
conferred by IFRS 2, 7, 13 and 16.
Therefore these financial statements do
not include:
•• certain comparative information as
otherwise required by IFRS;
•• certain disclosures regarding the
company’s capital;
•• a statement of cash flows;
•• the effect of future accounting
standards not yet adopted;
•• the disclosure of the remuneration of
key management personnel; and
•• disclosure of related party transactions
with the company’s wholly owned
subsidiaries.
In addition, and in accordance with FRS
101, further disclosure exemptions have
been adopted because equivalent
disclosures are included in the company’s
Consolidated Financial Statements.
Dividends received
Dividends are credited to the profit and
loss account when received.
Depreciation
Provision for depreciation on tangible
fixed assets is made in equal annual
instalments to write each item off over its
useful life. The rates generally used are:
Office equipment 10 – 33 percent
Joint ventures
Investments in joint ventures, being those
entities over whose activities the Group
has joint control as established by
contractual agreement, are included at
cost, less impairment.
Other Investments
Investments of the company in
subsidiaries are stated in the balance
sheet as fixed assets at cost less
provisions for impairment.
Other investments comprising of shares
in listed companies are classified at fair
value through profit and loss.
Foreign currencies
Monetary assets and liabilities expressed
in foreign currencies have been
translated at the rates of exchange ruling
at the balance sheet date. All exchange
differences are taken to the profit and
loss account.
Financial instruments
Details on the Group’s accounting policy
for financial instruments can be found on
page 76.
Deferred taxation
Details on the Group’s accounting policy
for deferred taxation can be found on
page 78.
Leased assets and liabilities
Details on the Group’s accounting policy
for leased assets and liabilities can be
found on page 77.
Pensions
Details on the Group’s accounting policy
for pensions can be found on page 76.
Share based remuneration
Details on the Group’s accounting policy
for share based remuneration can be
found on page 76. Details of the share
options in issue are disclosed in the
directors’ remuneration report on page
42 under the heading share option
schemes which is within the audited part
of this report.
Notes to the financial statements
for the year ended 31 December 2023
111111Bisichi PLC
Financial statements
Notes to the financial statements
for the year ended 31 December 2023
33. PROFIT & LOSS ACCOUNT
A separate profit and loss account for Bisichi PLC has not been presented as permitted by Section 408(2) of the Companies Act
2006. The loss for the financial year, before dividends paid, was £78,000 (2022: profit: £15,415,000)
Details of share capital are set out in note 24 of the Group financial statements and details of the share options are shown in the
Directors’ Remuneration Report on page 42 under the heading Share option schemes which is within the audited part of this report
and note 26 of the Group financial statements.
34. DIVIDENDS
Details on dividends can be found in note 9 in the Group financial statements.
35. TANGIBLE FIXED ASSETS
Leasehold
Property
£’000
Motor
Vehicles
£’000
Office
equipment
£’000
Total
£’000
Cost at 1 January 2023 45 104 44 193
Additions - 27 8 35
Cost at 31 December 2023 45 131 52 228
Accumulated depreciation at 1 January 2023 - 83 12 95
Charge for the year - 17 17 34
Accumulated depreciation at 31 December 2023 - 100 29 129
Net book value at 31 December 2023 45 31 23 99
Net book value at 31 December 2022 45 21 32 98
Leasehold property consists of a single unit with a long leasehold tenant. The term remaining on the lease is 36 years. Included in
Motor Vehicles is a right-of-use asset with a net book value of £9,000.
36. INVESTMENTS
Joint
ventures
shares
£’000
Shares in
subsidiaries
£’000
Other
investments
£’000
Total
£’000
Net book value at 1 January 2023 665 6,356 12,590 18,946
Invested during the year - - 1,189 1,189
Repayment - - (377) (377)
Gain in investments - - 856 856
Net book value at 31 December 2023 665 6,356 14,258 20,614
Investments in subsidiaries are detailed in note 15. In the opinion of the directors the aggregate value of the investment in
subsidiaries is not less than the amount shown in these financial statements.
Other investments comprise of £14,258,000 (2022: £12,590,000) shares in listed companies.
112 Bisichi PLC
Financial statements
Notes to the financial statements
for the year ended 31 December 2023
37. DEBTORS
2023
£’000
2022
£’000
Amounts due within one year:
Amounts due from subsidiary undertakings 1,664 1,079
Other debtors 188 237
Joint venture 1,844 1,379
Prepayments and accrued income 124 59
3,820 2,754
Amounts due in more than one year:
Deferred taxation 1,280 1,159
1,280 1,159
Amounts due within one year are held at amortised cost. The Group applies a simplified approach to measure the loss allowance
for trade receivables using the lifetime expected loss provision. The Group applies a general approach on all other receivables. The
general approach recognises lifetime expected credit losses when there has been a significant increase in credit risk since initial
recognition. The company has reviewed and assessed the underlying performance and resources of its counterparties including its
subsidiary undertakings and joint ventures.
38. CREDITORS
2023
£’000
2022
£’000
Amounts falling due within one year:
Amounts due to subsidiary undertakings 63 15
Joint venture 33 120
Other taxation and social security 76 64
Other creditors 104 71
Lease Liabilities 9 11
Accruals and deferred income 497 2,233
782 2,514
Amounts falling due in more than one year:
Lease Liabilities - 9
Lease liabilities comprise of leases on Motor vehicles with remaining leases of less than 1 year. With the exception of short-term leases
and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability.
113113Bisichi PLC
Financial statements
Notes to the financial statements
for the year ended 31 December 2023
39. RELATED PARTY TRANSACTIONS
At 31
December During the year
At 31 December
Amounts owed
by related party
£’000
Costs
recharged /
accrued (to)/
by related
party
£’000
Cash paid
(to)/ by
related party
£’000
Related party:
Black Wattle Colliery (Pty) Ltd (note (a)) (995) (850) -
Ninghi Marketing Limited (note (b)) (102) - -
As at 31 December 2023 (1,097) (850) -
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
(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.
In addition to the above, the company has issued a company guarantee of R20,061,917 (2022: R20,061,917) (South African Rand)
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.
In 2012 a loan was made to one of the directors, Mr A R Heller, for £116,000. Further details on the loan can be found in note 28 of
the Group financial statements.
Under FRS 101, the company has taken advantage of the exemption from disclosing transactions with other wholly owned Group
companies. Details of other related party transactions are given in note 28 of the Group financial statements.
40. EMPLOYEES
2023
£’000
2022
£’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 1,350 3,264
Social security costs 326 580
Pension costs 125 21
Share based payments - 2,220
1,801 6,085
www.bisichi.co.uk
Bisichi PLC
2nd floor,
12 Little Portland Street,
London W1W 8BJ
email: admin@bisichi.co.uk