BISICHI PLC

Annual Report • Apr 28, 2023

213800RRWN6ZBPW2ZV032022-01-012022-12-31213800RRWN6ZBPW2ZV032022-01-012022-12-31bisichiplc:TradingMemberiso4217:GBP213800RRWN6ZBPW2ZV032022-01-012022-12-31bisichiplc:RevaluationsAndImpairmentMember213800RRWN6ZBPW2ZV032021-01-012021-12-31bisichiplc:TradingMember213800RRWN6ZBPW2ZV032021-01-012021-12-31bisichiplc:RevaluationsAndImpairmentMember213800RRWN6ZBPW2ZV032021-01-012021-12-31iso4217:GBPxbrli:shares213800RRWN6ZBPW2ZV032022-12-31213800RRWN6ZBPW2ZV032021-12-31213800RRWN6ZBPW2ZV032020-12-31ifrs-full:IssuedCapitalMember213800RRWN6ZBPW2ZV032020-12-31ifrs-full:SharePremiumMember213800RRWN6ZBPW2ZV032020-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800RRWN6ZBPW2ZV032020-12-31ifrs-full:OtherReservesMember213800RRWN6ZBPW2ZV032020-12-31ifrs-full:RetainedEarningsMember213800RRWN6ZBPW2ZV032020-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800RRWN6ZBPW2ZV032020-12-31ifrs-full:NoncontrollingInterestsMember213800RRWN6ZBPW2ZV032020-12-31213800RRWN6ZBPW2ZV032021-01-012021-12-31ifrs-full:IssuedCapitalMember213800RRWN6ZBPW2ZV032021-01-012021-12-31ifrs-full:SharePremiumMember213800RRWN6ZBPW2ZV032021-01-012021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800RRWN6ZBPW2ZV032021-01-012021-12-31ifrs-full:OtherReservesMember213800RRWN6ZBPW2ZV032021-01-012021-12-31ifrs-full:RetainedEarningsMember213800RRWN6ZBPW2ZV032021-01-012021-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800RRWN6ZBPW2ZV032021-01-012021-12-31ifrs-full:NoncontrollingInterestsMember213800RRWN6ZBPW2ZV032021-12-31ifrs-full:IssuedCapitalMember213800RRWN6ZBPW2ZV032021-12-31ifrs-full:SharePremiumMember213800RRWN6ZBPW2ZV032021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800RRWN6ZBPW2ZV032021-12-31ifrs-full:OtherReservesMember213800RRWN6ZBPW2ZV032021-12-31ifrs-full:RetainedEarningsMember213800RRWN6ZBPW2ZV032021-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800RRWN6ZBPW2ZV032021-12-31ifrs-full:NoncontrollingInterestsMember213800RRWN6ZBPW2ZV032022-01-012022-12-31ifrs-full:IssuedCapitalMember213800RRWN6ZBPW2ZV032022-01-012022-12-31ifrs-full:SharePremiumMember213800RRWN6ZBPW2ZV032022-01-012022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800RRWN6ZBPW2ZV032022-01-012022-12-31ifrs-full:OtherReservesMember213800RRWN6ZBPW2ZV032022-01-012022-12-31ifrs-full:RetainedEarningsMember213800RRWN6ZBPW2ZV032022-01-012022-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800RRWN6ZBPW2ZV032022-01-012022-12-31ifrs-full:NoncontrollingInterestsMember213800RRWN6ZBPW2ZV032022-12-31ifrs-full:IssuedCapitalMember213800RRWN6ZBPW2ZV032022-12-31ifrs-full:SharePremiumMember213800RRWN6ZBPW2ZV032022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800RRWN6ZBPW2ZV032022-12-31ifrs-full:OtherReservesMember213800RRWN6ZBPW2ZV032022-12-31ifrs-full:RetainedEarningsMember213800RRWN6ZBPW2ZV032022-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800RRWN6ZBPW2ZV032022-12-31ifrs-full:NoncontrollingInterestsMember Bisichi PLC Annual Report 2022 A tribute to Sir Michael Heller Kt MA Chairman 1981-2023 It was with great sadness that the Board of Bisichi announced the death of its Chairman, Sir Michael Heller Kt MA (1936-2023) on the 30th January 2023.  but became a businessman and philanthropist of considerable stature, whose achievements were recognised with a knighthood in 2013. Instrumental in the development of several companies, including Bisichi, Sir Michael’s focussed direction and decision making, wise advice and moral compass, were pivotal to the Company’s success and will be sorely missed. Meticulously  had regular income, was the cornerstone of Sir Michael’s business strategy. To a very great degree, this explains why Bisichi has performed so well when so many of its peers no longer exist. Fortunately, despite being unwell and in hospital, Sir Michael was able to appreciate the Company’s success in 2022. In his typically humorous fashion, he took enormous pleasure in telling the nurses at his bedside how well the Company had done. The greatest legacy that the Board can give him is to continue the work that he so tirelessly put in to the development of the Company, and to continue its growth. Thank you Sir Michael for everything that you have done: the Company is greatly indebted to you. 11Bisichi PLC Strategic report The Directors present  company for the year ending 31 December 2022. The aim  provide shareholders with the ability to assess how the Directors have performed their duty to promote the success of the company   Contents STRATEGIC REPORT 2   4   5  7  19  24  GOVERNANCE 31  32  32  33  39   40  54  56  57  58  FINANCIAL STATEMENTS 68  69   70  72   73  74  82  108  109  110  2 Bisichi PLC  During the year, a disconnect in global energy markets contributed to an increase in the weekly Free on Board  Terminal (API4 price) from $125 per metric tonne at the end of 2021 to a peak of over $360 in August. Overall, the API4 price averaged $273 in 2022 compared to $125 in 2021. The higher export prices achievable for our coal along with higher domestic prices, particularly during the second half of the year, contributed    even better if we had not encountered constraints in transporting coal for export on the South African rail network, constraints which were beyond our control. For this reason, exports during the year decreased to 262,000 metric tonnes compared to 320,000 metric tonnes in 2021.  African coal mining operation, our transition into new mining areas impacted adversely our coal production, particularly  previously reported, the transition into the new mining areas was completed in July last year and in the second half of the year Black Wattle achieved improved production of 0.52million metric tonnes compared to 0.30million metric tonnes in  achieved production of 0.82million metric tonnes in 2022 compared to 1.05million metric tonnes in 2021. The increases in our reserves, plant and equipment that are evident on the balance sheet are mainly attributable to the costs of completing the development of the new mining areas which will be mined throughout 2023. Despite the lower coal production from Black Wattle, at Sisonke Coal Processing we were able maintain the levels of coal  sold 1.29million metric tonnes compared to 1.45million metric tonnes of coal in  £95.1million in revenue (2021: £50.5million) with the higher prices achievable for our coal offsetting the lower quantity of coal sold. Looking forward into 2023, we have already seen coal prices in the export market come back down to similar levels last seen at the beginning of 2022. With the outlook for global energy demand less certain, your management will be focussing on improving production levels at Black Wattle and keeping operating costs low. We continue to mitigate the uncertainties in transporting coal for export on the South African rail network  the domestic market. We are pleased to include in our annual report this year our new climate change  that climate change represents one of the  world today and supports the goals of the Paris Agreement and the UN Framework Convention on Climate Change. The  committed to, diversifying its future business activities into areas outside of  alternative independent mining and renewable energy related opportunities, as well as new opportunities to add to our existing UK property and listed equity investment portfolios. In the interim, we continue to work closely with Vunani Mining, our BEE partner in Black Wattle and Sisonke Coal processing, in being responsible stewards of our legacy coal operations taking into account the climate-related risks outlined in our climate report and the impact these risks may have on all our stakeholders. Chairman’s Statement I am very pleased to report to shareholders that for the year ended 31 December 2022,       markets. Strategic Report 33 33Bisichi PLC  In the UK, we have seen rental revenue from our retail property portfolio remain  from our directly owned property portfolio of £1.11million (2021:  continues to hold its joint venture development investment in West Ealing, with London & Associated Properties    As previously announced, we are pleased to welcome John Heller to the Board of Bisichi PLC as a non-executive director. The appointment took effect on the 29 March 2023. John is the Chairman and Managing Director of London & Associated Properties PLC which holds a 41.6% stake in Bisichi and a Director of Intu Debenture PLC. John’s valuable experience in property investment and management, makes him an excellent addition to the Board. John’s knowledge  strategy of growing the company’s existing and future spread of business interests and investments, and will help to offset the loss of our late Chairman, Sir Michael Heller. Finally, in light of the strong results achieved for the year and the performance of our South African operations, the Directors propose a total year-end dividend per  dividend of 4p (2021: 4p) and a special  special dividends proposed will be payable on Friday 28 July 2023 to shareholders registered at the close of business on 7 July 2023. This takes the total dividends per share for the year to 22p (2021: 6p). On behalf of the Board, our late Chairman, and shareholders, I would like to thank all of our staff for their hard work and dedication during the course of the year. Andrew Heller   26 April 2023 4 Bisichi PLC  Principal activity, strategy & business model The company carries on business as a mining company and its principal activity is coal mining and coal processing in South Africa. deliver long term sustainable value to all our stakeholders through our business model  1 2 3 Acquisition & investment Production & sustainability Processing & marketing                                   55Bisichi PLC  Mining review Despite mining and logistical challenges, 2022 was an unprecedented year in terms of performance for our South African coal mining and processing operations. Higher  in the coal market going into 2023, management will be focussing on improving production levels and keeping operating costs low. Production and operations The transition to new mining areas at Black Wattle, our South African mining operation, impacted production in 2022,  the year, the mine achieved production of 0.82million metric tonnes compared to 1.05million metric tonnes in 2021. Looking forward, both our mining contractors have fully transitioned into the new mining area where mining conditions are expected to improve steadily over the course of 2023. In addition, management will be focussing on keeping operating costs low in light of  to impact our operations during the course of 2022. We continue to work closely with Vunani Mining, our BEE partner in Black Wattle and Sisonke Coal processing, in being responsible stewards of our legacy coal operations, which have a life of mine of seven years, taking into account the climate related risks outlined in our climate report on page 11 and the impact these risks may have on all our stakeholders. Main trends/markets The disconnect in global energy markets  demand and prices achievable for our coal over the year. In the international market the average weekly price of Free  Coal Terminal (API4 price) averaged $273 in 2022 compared to $125 in 2021. The higher prices, along with a stronger US Dollar compared to the South African   of export coal sold from the mine in 2022   Terminal, primarily under the Quattro programme which allows junior black- economic empowerment coal producers direct access to the coal export market via the terminal. During the second half of the year exports were limited by constraints in transporting coal for export on the South African rail network, exports volumes from our South African operations decreased during the year to 262,000 metric tonnes compared to 320,000 metric tonnes in 2021. In light of the export constraints, the  its coal to the South African domestic market in 2022. The strong demand in the international market contributed to higher domestic prices achievable for our coal, particularly in the second half of the year.    Domestic sales volumes from our South African operations decreased slightly during the year to 1.03million metric tonnes (2021: 1.13million metric tonnes) mainly due to a build of coal stocks at year end.    higher coal prices contributed to the  offsetting lower sales volumes.  quarter we have seen API4 prices average $145 and uncertainties remain, particularly with regard to the outlook for the international coal price as well as the impact of continued constraints in transporting coal for export on the South African rail network. In light of this, management will be focussing in 2023 on improving production levels, maintaining a  operating costs low. 6 Bisichi PLC Principal activity, strategy & business model Sustainable development  continue to strive to conduct business in a safe, environmentally and socially responsible manner. Some highlights of our Health, Safety and Environment performance in 2022: • •  recorded 2 Lost time Injuries during 2022 (2021: Two). • • No cases of Occupational Diseases were recorded. • • Zero claims for the Compensation for Occupational Diseases were submitted. In South Africa, the new government regulated Broad-Based Socio-Economic Empowerment Charter for the Mining and Minerals Industry, 2020 (New Mining Charter) came into force from March 2020. The New Mining Charter is a regulatory instrument that facilitates sustainable transformation, growth and development  committed to fully complying with the New Mining Charter and providing adequate resources to this area in order to ensure opportunities are expanded for historically disadvantaged South Africans (HDSAs) to enter the mining and minerals industry. In addition, we continue to adhere and make progress in terms of our Social and Labour Plan and our various BEE initiatives. A fuller explanation of these can be found    its various employee and community related bursary and training initiatives. One of the key highlights for the year was the successful completion by Takalani Sandani, Mine Manager of Black Colliery, in his bursary studies. On behalf of the  in obtaining his Masters of Business   University of Pretoria. Takalani Sandani at his Graduation Prospects Management would like to thank all our South African employees and    management are optimistic that 2023 will be another successful year for our South African operations. 77Bisichi PLC  Social, community and   shareholders’ interests to consider social and human rights issues when conducting business activities both in the UK and South Africa. Various policies and  fall within these areas are discussed within this report. Health, Safety & Environment (HSE)  safe and healthy working environment for its employees and the health and safety of our employees is of the utmost importance. HSE performance in 2022: • • No cases of Occupational Diseases were recorded. • • Zero claims for the Compensation for Occupational Diseases were submitted. • • No machines operating at Black Wattle exceeded the regulatory noise level. • •  recorded 2 Lost time Injuries during 2022. In addition to the required personnel appointments and assignment of direct health and safety responsibilities on the   designed, implemented and maintained at Black Wattle and at Sisonke Coal Processing. Health and Safety training is conducted on an ongoing basis. We are pleased to report all relevant employees to date have  and risk assessment in their work areas. A medical surveillance system is also in place which provides management with information used in determining measures to eliminate, control and minimise employee health risks and hazards and all Occupational Health hazards are monitored on an ongoing basis. Various systems to enhance the current HSE strategy have been introduced as follows: • •  before the commencing of tasks, mini risk assessment booklets have been distributed to all mine employees and long term contractors on the mine. • • Dover testing is conducted for all operators. Dover testing is a risk detection and accident reduction tool  areas in their fundamental skills in order to receive appropriate training. • • A Job Safety Analysis form is utilised to  hazards in the workplace. • • In order to capture and record  incident recording sheet is utilised by line management and contractors. • • Black Wattle Colliery utilises ICAM (Incident Cause Analysis Method). • •  conducted with all employees involved with this discipline.  to all of the South African government’s Covid-19 related guidelines and regulations including all updates and advice from the National Department of Health, the   Black Wattle Colliery Social and Labour Plan (SLP) and Community Projects Black Wattle Colliery is committed to true transformation and empowerment as well as poverty eradication within the surrounding and labour providing communities. Black Wattle is committed to providing opportunities for the sustainable socio- economic development of its stakeholders, such as: • • Employees and their families, through Skills Development, Education  Development, Empowerment and Progression Programmes. • • Surrounding and labour sending communities, through Local Economic  Development, Enterprise Development and Procurement Programmes. • • Empowering partners, through Broad- Based Black Economic Empowerment (BBBEE) and Joint Ventures with Historically Disadvantaged South African (HDSA) new mining entrants and enterprises. Sustainable development  South African operations and delivering long term value to all our stakeholders. 8 Bisichi PLC • • The company engages in on going consultation with its stakeholders to develop strong company-employee relationships, strong company- community relationships and strong company-HDSA enterprise relationships. The key focus areas in terms of the detailed SLP programmes were updated as follows: • • Implementation of new action plans, projects, targets and budgets were established through regular workshops with all stakeholders. • • A comprehensive desktop socio- economic assessment was undertaken on baseline data of the Steve Tshwete Local Municipality (STLM) and Nkangala District Municipality (NDM). • • The STLM is still in the process of  Economic Development (LED) Plan.  will select projects from the 2022-2027 STLM LED plan for the inclusion in its 2022-2027 SLP. The Black Wattle Colliery SLP will thereafter be submitted to the department of Mineral  •• The building of the new school hall at the Phumelele Secondary School in the  • • Various upgrades were initiated at the Evergreen School nearby to Black Wattle. Black Wattle has implemented various community initiatives including: • • A community training environmental project, where local community members are trained to safely cut and remove non-indigenous vegetation, the making, bagging and sales of charcoal. • • Certain community members have   These areas include but are not limited to conveyor maintenance, operation of mining machinery and training in environmental waste management. • • An interlocking block manufacturing operation will be started during 2023, making interlocking blocks for building homes • • One HDSA Male completed his University studies in the 2022 academic year. • • Two HDSA females completed their University studies in the 2022 academic year. • • Two local community HDSA members were enrolled for the new academic year. Environment & environment management programme South Africa Under the terms of the mine’s Environmental Management Programme approved by the Department of Mineral  Wattle undertakes a host of environmental protection activities to ensure that the approved Environmental Management Plan is fully implemented. In addition to these routine activities, Black Wattle regularly carries out environmental monitoring activities on and around the mine, including evaluation of ground water quality, air quality, noise and lighting levels, ground vibrations, air blast monitoring, and assessment of visual impacts. In addition to this Black Wattle also performs quarterly monitoring of all boreholes around the mine to ensure that  the surrounding communities. Black Wattle is fully compliant with the regulatory requirements of the Department of Water Affairs and Forestry and has an approved water use licence. Black Wattle Colliery has substantially improved its water management by erecting and upgrading all its pollution control dams in consultation with the Department of Water Affairs and Forestry. A performance assessment audit was conducted to verify compliance to our Environmental Management Programme    retail property investment as well as residential property development whereby we provide or develop premises which are rented to retail businesses or sold on to end users. We seek to provide tenants and users in both these areas with good quality premises from which they can operate or reside in an environmentally sound manner. Procurement In compliance with the Mining Charter   African operations has implemented a BBBEE-focussed procurement policy which strongly encourages our suppliers to establish and maintain BBBEE credentials. At present, BBBEE companies provide approximately 90 percent of Black Wattle’s equipment and services. Sustainable development 99Bisichi PLC Sustainable development Mining Charter In South Africa, the new government regulated Broad-Based Socio-Economic Empowerment Charter for the Mining and Minerals Industry, 2020 (New Mining Charter) came into force from March 2020. The New Mining Charter is a regulatory instrument that facilitates sustainable transformation, growth and development of the mining industry. The  reach various levels of compliance to the   committed to providing adequate resources to this area in order to ensure full compliance to the New Mining Charter is achieved over the transitional period. As part of Black Wattle’s commitment to the New Mining Charter, the company seeks to: • • Expand opportunities for historically disadvantaged South Africans (HDSAs), including women and youth, to enter the mining and minerals  and processing of the country’s resources; • • Utilise the existing skills base for the empowerment of HDSAs; and • • Expand the skills base of HDSAs in order to serve the community. Employment & diversity In the UK, the Board of Bisichi PLC at 31 December 2022 comprised of: Number of board members Percentage of the board Number of senior positions on the board Number in executive management Percentage of Executive management Men 7 100% 3 4 100% Women 0 0% 0 0 0%  0 0% 0 0 0% Number of board members Percentage of the board Number of senior positions on the board Number in executive management Percentage of Executive management White British or other White (including minority white groups) 6 86% 3 4 100%  0 0% 0 0 0%  1 14% 0 0 0%  0 0% 0 0 0% Other ethnic group, including Arab 0 0% 0 0 0% The above data has been collected through self-reporting by the Board members. Questions asked include gender identity or sex and ethnic background. 10 Bisichi PLC Sustainable development At 31 December 2022 the Company did not meet the target of at least 40% of the individuals on its board of directors are women and at least one of the senior positions on the Board are held by a  improving upon its gender and diversity targets at all employment levels within the   employees and targeted recruitment  operations are committed to achieving the goals of the South African Employment Equity Act and is pleased to report the following: • • Black Wattle Colliery has exceeded the 10 percent women in management and core mining target. • • Black Wattle Colliery has achieved over 15 percent women in core mining. • • 94 percent of the women at Black Wattle Colliery are HDSA females. In terms of directors, employees and gender representation, at the year end  from a minority ethnic or HDSA Background, 1 female from a minority ethnic or HDSA Background), 6 senior managers (5 male and 2 from a minority ethnic or HDSA Background, 1 female from a minority ethnic or HDSA Background) and 228 employees (158 male and 134 from a minority ethnic or HDSA Background, 70 female and 66 from a minority ethnic or HDSA Background). Black Wattle Colliery has successfully submitted their annual Employment  Labour. In terms of staff training some highlights for 2022 were: • • 1 employee was trained in ABET (Adult Basic Educational Training) on various levels; • • An additional 8 disabled HDSA women continued their training on ABET levels one to four. • • Four HDSA persons were enrolled for apprenticeships in 2022; these are categorised as follows: ~ One HDSA female employee was enrolled for her apprenticeship. ~ Two HDSA females and one HDSA male from the local community were enrolled for their apprenticeships. • •  one HDSA Male completed his bursary studies in 2022, while two HDSA females continued their bursary studies in 2022. • • Two HDSA females were allocated new Bursaries for 2022. Highlights for 2022 for Sisonke Coal Processing: • • One employee was trained in ABET (Adult Basic Educational Training) on various levels Employment terms and conditions for our  our South African mining operations are regulated by and are operated in compliance with all relevant prevailing national and local legislation. Employment terms and conditions provided to mining staff meet or exceed the national  and coal washing plant facility are labour intensive and unionised. During the year no labour disputes, strikes or wage negotiations disrupted production or had   representatives and labour related unions continue to remain strong. Anti-slavery and human   of the use of forced labour and has a zero   initiatives in this area can be found within    Climate Change reporting  change represents one of the most  today and supports the goals of the Paris Agreement and the UN Framework Convention on Climate Change. Our aim is to: • • minimize our contribution to greenhouse gas emissions; • • to consider and plan for the physical and transitional risks of climate change on our operations; and • • to work with stakeholders, including local government and communities, to mitigate the impact of climate-related challenges. 1111Bisichi PLC    Bisichi is committed to managing the impact of its operations on the planet and the impact of climate change on its operations, particularly to ensure  resilience in a changing world and marketplace. Bisichi understands the importance of these matters to its investors, partners, and regulatory authorities and, as required by the Listing  Climate-related Disclosure’s framework for communicating climate related   mining and processing in South Africa. Hydrocarbons are a key source of energy and heat for the foreseeable future and the Company’s operations have contributed to meeting market demand for coal, particularly in South Africa.  part of a wider energy and natural resources market which is in the process of transitioning, in conjunction with the published government, national and supra-national policies, to net-zero.  its climate disclosures in this Strategic   recommendations and the 11 recommended disclosures as outlined  published a report in line with the TCFD  endeavoured to make disclosures consistent with the TCFD recommended disclosures taking into consideration the short to medium term life of its South African coal operation and the size and   its infrastructure, strategies, structures, resources and tools to manage the risks and opportunities presented by climate change and to ensure its ongoing climate change reporting disclosure is fully consistent in all areas with the TCFD recommended disclosures. TCFD PILLAR TCFD RECOMMENDED DISCLOSURE BISICHI PLC Governance Board’s oversight of climate risk and opportunities.  approach to climate risk and opportunities.  regular board meetings and at other appropriate points during the year. The Board has developed and implemented a Climate Change Policy and monitor the content, effectiveness and implementation of this Policy on a regular basis.  co.uk. Short, medium and long term strategic decisions, including those on capital allocation  recommendations to the Board. Climate related issues and policy are included as  management recommendation and in the Board’s consideration of the relevant issue.  management process and reporting thereof to the Board and Audit Committee.  environmental obligations and seeks to ensure high standards of business conduct in  basis, and report on its performance on a yearly basis. 12 Bisichi PLC  TCFD PILLAR TCFD RECOMMENDED DISCLOSURE BISICHI PLC Governance Management’s role in assessing and managing climate- related risks and opportunities.    and any related individual site-level policies and practices. At our South African operations, management have commenced engagement with key stakeholders in order to ensure awareness of our climate change policy as well as the potential impact of climate change on our environment and operations. We continue  looking for opportunities to partner with our stakeholders to drive the uptake of carbon neutral solutions.  advice from third party consultants on the impact in the short, medium and long term of the decision, and ensure that such information is fully considered as part of the evaluation of the relevant matter. Strategy Climate-related risks and opportunities the  over the short, medium, and long run.  short to medium term horizon. Within this horizon, climate change transition risks may impact  •• coal price and demand volatility; ••  •• delays or restrictions to regulatory approvals; •• early retirement of our coal processing and mining operations; and •• Carbon pricing and taxes, that may create additional costs through the value chain.   risks of variations in climate over the current life of mine of our South African operations to   1313Bisichi PLC  TCFD PILLAR TCFD RECOMMENDED DISCLOSURE BISICHI PLC In a longer term horizon, and in a scenario where the useful life of our South African operations is extended, the above short to medium term transitional risks are expected to continue to apply. In addition, in a scenario, such as the International Energy Association’s  implemented that support a transformation to net zero emissions by 2050 and limiting the rise of global temperatures to 1.5°C by the end of the century, policies will lead  carrying value and long term viability of our South African coal operations as well as the stakeholders and communities reliant on our operations. Extreme weather events, over   and revenues of our mining and processing operations, supply chains and impact the communities living close to our operations. Clean coal research and technology initiatives such as carbon capture may result in opportunities to increase the useful life of our South African coal mining and processing  to diversify its business activities and equity investment portfolio into renewable and  energy system  been associated with our South African coal mining and processing operations, namely due to fuel combustion and electricity usage. Improvements in the cost competitiveness of lower emission sources of energy provide opportunities to lower overall operating    ••  and •• Short-term transition risk from emerging regulation related to energy performance  14 Bisichi PLC  TCFD PILLAR TCFD RECOMMENDED DISCLOSURE BISICHI PLC Strategy Impact of climate- related risks and opportunities on businesses, strategy, and  Management have incorporated and regularly review the following strategies and procedures in relation to it South African coal operations: ••   ••  ••  and climate change regulation including mining regulation, energy procurement and licensing, and carbon taxing; ••  changes to availability and cost of services; ••  regulatory initiatives; and ••  and other stakeholders on climate change-related challenges.  usage at our coal washing plant. Management are currently in the process of evaluating  viability and long term sustainability of the projects.  •• Minimising land clearance for new project facilities; •• Adoption of mitigation strategies for preserving integrity of environment; •• Minimising tree felling; ••  ••  mining contractors, suppliers and equipment. Particular consideration will be given to the     •• Scheduling of excavation and haulage activities to optimise activities and avoid double handling, where this is operationally practical; and ••  and reduce CO 2 emissions compared to machinery that has been removed.  Potential water scarcity has increased management focus on opportunities to increase   other work concluded or planned on our water recycling systems at our coal processing facility will result in a lowering of our overall cost of water and the environmental footprint  new opencast mining areas that have been opened. 1515Bisichi PLC  TCFD PILLAR TCFD RECOMMENDED DISCLOSURE BISICHI PLC Transition and physical risks related to climate change are regularly discussed at Board  coal operations and the future allocation of capital. The Board regularly considers the need for coal as an energy source both globally and in South Africa over the life of mine of our operations and in its long term planning. The Board is committed to responsible stewardship of our legacy South African coal assets taking into account the impact climate change related risks may have on all our local stakeholders. We recognise the need to collaborate with government, employees and communities, to ensure a just transition for our stakeholders through the transition to a low carbon economy. The Board regularly evaluates and continues to seek opportunities to diversify its business activities and equity investment portfolio, particularly into renewable and   be reported to shareholders in due course.   regulatory standards into its decision making process. Strategy  strategy, taking into consideration different climate- related scenarios, including a 2°C or lower scenario. Management have incorporated climate scenarios into our strategic operational planning and review process. We have assessed the resilience of our coal operations compared to the IEA’s NZE2050 Scenario, which sets out what additional measures would be required over the next ten years to put the world as a whole on track for  decline over the longer term impacting the potential commercial longevity of the   Change Knowledge Portal. The outcomes of scenario testing and physical climate   Over the short to medium term, considering the potential impact of transitional climate  is regularly scrutinised by senior management and the Board in regard to any changes in coal demand outlook and climate regulatory policy that may impact our operations over the current life of mine. A recent example being the Just Energy Transition  The Board encourages senior and local management to assess principal and emerging   16 Bisichi PLC  TCFD PILLAR TCFD RECOMMENDED DISCLOSURE BISICHI PLC Risk Management Processes for identifying and assessing climate related risks.  by the Board, who retain ultimate responsibility for them.  change impacts are mainly considered from two environmental perspectives, the impact of our South African coal mining and processing operations on the climate and the effect of global climate change on our operations and stakeholders.   The Board and Senior management remain in regular communication with local regulatory bodies, climate research providers, coal market analysts, suppliers, and services providers to ensure climate related risks and changes in regulatory policy  South Africa are encouraged by the Board to identify local climate related risks and changes in regulatory policy that may impact our South African coal operations. Management continually engage with governments and local communities and other stakeholders on climate change-related challenges impacting the local area and the South African coal industry at large. Risk Management Processes for managing climate- related risks.  of the effects of climate change on our business. The Board regularly discusses   Board regularly reviews and analyses coal market and outlook research, particularly in relation to targets set out in local climate policy such as JET IP and global climate scenarios such as NZE 2050.  integrated into our corporate policy, project and procurement evaluation criteria at our South African operations to ensure it is consistently applied and managed.  environmental matters, including the location of CO2 emissions, their levels and intensity.   future strategy and operations. Risk Management Processes for identifying, assessing, and managing climate- related risks are integrated into the overall risk management.  are to be reported to and discussed at Board level and incorporated into the strategy,  Where possible, plans to mitigate the effect of climate change on our operations and our local communities will be integrated into the mines regulatory environmental management and social and labour plans. 1717Bisichi PLC  TCFD PILLAR TCFD RECOMMENDED DISCLOSURE BISICHI PLC Metrics and Targets Metrics used  assess climate related risks and opportunities in line with its strategy and risk management process.  assets that are impacted by the climate related risks and opportunities outlined above can be found on page 82.  constrained at present by the main segment of it business activities, being coal  appropriately target its emission reduction strategy to the elements of its operations where a meaningful reduction in greenhouse gas emissions can be effected, and this   breakdown of UK and South African coal operations. See below for disclosure of emissions during the year. Metrics and Targets Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas  and the related risks.  gas emissions, see below for disclosure of emissions during the year. Scope 3 emissions are not currently measured given the size and life of mine of   continue to assess the above approach as part of its continued review of compliance  future business activities. Metrics and Targets Targets used by the  climate-related risks and opportunities and performance against targets.  which has a current life of mine of 7 years.  can be further reduced, particularly scope 2 emissions related to the heavy sources  scope of further potential reductions, their time, capital cost and practicability of   to evaluate opportunities to diversify its business activities. In turn, targets related  planned operating activities. 18 Bisichi PLC  Green House Gas reporting   The data detailed in these tables represent emissions and energy use for which Bisichi Mining plc is responsible. To calculate our    Any estimates included in our totals are derived from actual data which have been extrapolated to cover the full reporting periods.  2 e). The Group’s carbon footprint: 2022 CO 2 e Tonnes 2021 CO 2 e Tonnes Emissions source: Emissions from the combustion of fuel or the operation of any facility including fugitive emissions from refrigerants use 39,564 41,960 Emissions resulting from the purchase of electricity, heat, steam or cooling by the company for its own use (location based) 12,267 12,040 Total gross emissions 51,831 54,000 Of which: UK 3 2 South Africa 51,828 53,998 Intensity: Tonnes of CO 2 per £ sterling of revenue 0.0005 0.0011 Tonnes of CO 2 per tonne of coal produced 0.0629 0.0516 kWh kWh Energy consumption used to calculate above emissions 87,292,816 83,079,614 Of which UK 12,341 10,186 1919Bisichi PLC  Principal risks & uncertainties PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK COAL PRICE AND VOLUME RISK  will be derived based on contracts or agreements with physical off-take partners at prices that will be determined by reference to market prices of coal at delivery date.   movements in both the export and domestic coal price. The price of export sales is derived from a US Dollar- denominated export coal price and therefore the price  movements in exchange rates and overall global demand and supply. The volume of export sales achievable can be   The domestic market coal prices are denominated in South  and supply. In the short term, disconnections in global energy markets and global economic volatility may result in additional price volatility  both demand and supply. Longer term both the demand and supply of coal in the domestic and global market may be negatively impacted by climate related risks such as regulatory changes related to climate change and governmental CO 2 emission commitments.  production and processing costs to mitigate coal price volatility as well as from time to time entering into forward sales contracts  has not entered into any such contracts in 2021 and 2022.  the ability to deliver the quality of coal required by each market together with the market factors set out opposite. Volumes of export sales achieved during the year were primarily dependent  required for export, obtaining adequate rail capacity and utilising allowable export quotas under the Quattro programme. The volume of domestic market sales achieved during the year were primarily dependant on local demand and supply as well as the   on the above factors and evaluate alternative means to ensure coal sales and prices achieved are optimised.  in global energy markets, economic volatility and climate change   change reporting on page 11. MINING RISK As with many mining operations, the reserve that is mined has the risk of not having the qualities and accessibility expected from geological and environmental analysis. This can have a negative impact on revenue and earnings as the quality and quantity of coal mined and sold by our mining operations may be lower than expected. This risk is managed by engaging independent geological  determine the estimated reserves and their technical and commercial feasibility for extraction. In addition, management engage Competent Persons to assist management in the production of detailed life of mine plans as well as in the monitoring of actual mining results versus expected performance  to engage an independent Competent Person in the current year.  20 Bisichi PLC PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK CURRENCY RISK   and British Pound. These movements can have a negative  above, as well as operational earnings.  value of inter-company trading balances with its South African  denominated inter-company trade receivable balances into Sterling that are held within the UK and which are payable by    net assets to the Sterling reporting functional currency of the     derived from a US Dollar-denominated export coal price. A weakening of the US Dollar can have a negative impact on the      may enter into forward sales contracts in local currencies with  not entered into any such contracts in 2022 and 2021.  to mitigate foreign exchange risk on inter-company trading  functional currency net assets, management regularly review the requirement to do so in light of any increased risk of future volatility.  movement impacts in the year. NEW RESERVES AND MINING PERMISSIONS The life of the mine, acquisition of additional reserves, permissions to mine (including ongoing and once-off permissions) and new mining opportunities in South Africa generally are contingent on a number of factors outside of the   Forestry and other regulatory or state owned entities.  to the government Mining Charter with the New Mining Charter which came into force from March 2020. Failure to meet existing targets or further regulatory changes to the Mining Charter, could adversely affect the mine’s ability to retain its mining rights in South Africa. The work performed in the acquisition and renewal of mining permits as well as the maintenance of compliance with permits includes factors such as environmental management, health and safety, labour laws and Black Empowerment legislation (such as the New Mining Charter); as failure to maintain appropriate controls and compliance may in turn result in the withdrawal of the necessary permissions to mine. The management of these regulatory risks and performance in the year is noted in the  Development report on page 7 and in this section under the headings environmental risk, health & safety risk and labour risk.  provide adequate resources to this area including the employment of adequate personnel and the utilisation of third party consultants competent in regulatory compliance related to mining rights and mining permissions. Principal risks & uncertainties 2121Bisichi PLC PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK POWER SUPPLY RISK The current utility provider for power supply in South Africa is the government run Eskom. Eskom continues to undergo capacity problems resulting in power cuts and lack of provision of power supply to new projects. Any power cuts or lack of  disrupt mining production and impact on earnings.   regular monitoring of Eskom’s performance and ongoing ability  assess the ability to utilise diesel generators as an alternative means of securing power in the event of power outages. FLOODING RISK   earnings. Management monitors water levels on an ongoing basis and various projects have been completed, including the construction of additional dams, to minimise the impact of this risk as far as possible. ENVIRONMENTAL RISK  adhere to local environmental regulations. Any failure to adhere to local environmental regulations, could adversely affect the mine’s ability to mine under its mining right in South Africa. In line with all South African mining companies, the management of this risk is based on compliance with the Environment  strives to provide adequate resources to this area including the employment of personnel and the utilisation of third party consultants competent in regulatory compliance related to environmental management. To date, Black Wattle is fully compliant with the regulatory requirements of the Department of Water Affairs and Forestry and has an approved water use licence. Further details of the  the Sustainable development report on page 7. HEALTH & SAFETY RISK Attached to mining there are inherent health and safety risks. Any such safety incidents disrupt operations, and can slow or  mining operations are required to adhere to local Health and Safety regulations as well as enhanced health and Safety measures related to Covid-19.  in place to mitigate this risk. Management strive to create an environment where Health and safety of our employees is of the utmost importance. Our Health & Safety programme provides clear guidance on the standards our mining operation is expected to achieve. In addition, management receive regular updates on how our mining operations are performing. Further details of the  Sustainable Development report on page 7. Principal risks & uncertainties 22 Bisichi PLC PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK CLIMATE CHANGE RISK Climate change is a material issue that can affect our South African coal business through: - changes in carbon pricing, taxes, and coal mining regulation; - extreme climatic events; - access to capital and services and allocation thereof; and - reduced demand and prices for coal. Transition and physical risks related to climate change are regularly discussed and acted upon at Board and management  South African coal operations and the future allocation of capital.   change report on page 11. LABOUR RISK  are labour intensive and unionised. Any labour disputes, strikes or wage negotiations may disrupt production and impact earnings.  and transparent dialogue with employees across all levels. In addition, appropriate channels of communication are provided to all employment unions at Black Wattle to ensure effective and early engagement on employment matters, in particular wage negotiations and disputes.  CASHFLOW RISK Commodity price risk, currency volatility and the uncertainties inherent in mining may result in favourable or unfavourable  In order to mitigate this, we seek to balance the high risk of our  property investment operations which are actively managed by London & Associated Properties PLC and our equity investment portfolio. Due to the long term nature of the leases, the effect on   Financial and Performance review on page 24 for details of the property and investment portfolio performance. Principal risks & uncertainties 2323Bisichi PLC PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK PROPERTY VALUATION RISK  Consolidated Income Statement and Balance Sheet, are  and residential development properties. A fall in UK commercial and residential property can have a marked effect on the  impact on covenants and other loan agreement obligations. The economic performance of the United Kingdom, including   measures, as well as the current economic performance and trends of the UK retail market, may impact the level of rental income, yields and associated property valuations of the  Ventures.  Properties PLC whose responsibility is to actively manage the portfolio to improve rental income and thus enhance the value of the portfolio over time. In addition, management regularly monitor banking covenants and other loan agreement obligations as well as the performance of our property assets in relation to the overall market over time. Management continues to monitor and evaluate the impact of  economic performance of the UK retail market on the future    and future investment decisions.  Principal risks & uncertainties 24 Bisichi PLC  EBITDA, adjusted EBITDA and mining production are used as key performance   on the long term development of its existing mining reserves and the acquisition of additional mining reserves in order to realise shareholder value. Mining production can  tonnes extracted from our reserves during the period and held by the mine before any processing through the washing plant.  as one of the key overall performance   can be impacted by the volatile and capital intensive nature of the mining sector. Accordingly, EBITDA and adjusted EBITDA are primarily used as key performance indicators as they are indicative of the value  expected to be realised over the long term   investment operations, the net property valuation and net property revenue are utilised as key performance indicators as   providing stable cash generative UK assets and access to capital appreciation. Certain key performance indicators below are not  measures and are not intended as a substitute for those measures, and may or may not be the same as those used by other companies. Key performance indicator  2022 £’000 2021 £’000 For the Group:  39,363 5,028 EBITDA 39,980 5,849  38,014 2,501 For our property investment operations: Net property valuation 10,465 10,525 Net property revenue 1,108 1,119 For our mining activities:  38,126 4,266 EBITDA 37,856 4,145 Tonnes ‘000 Tonnes  Mining production 824 1,046 Quantity of coal sold 1,287 1,447     costs and lower coal sale volumes in 2022. 2525Bisichi PLC  can be reconciled as follows: Mining £’000 Property £’000 Other £’000 2022 £’000 Revenue 93,413 1,108 590 95,111 Transport and loading cost (5,201) - - (5,201) Mining and washing costs (38,008) - - (38,008) Other operating costs excluding depreciation (12,078) (456) (5) (12,539)  exchange movements (adjusted EBITDA) 38,126 652 585 39,363 Exchange movements (270) - - (270) Fair value adjustments - (60) - (60)  - - 1,036 1,036  37,856 592 1,621 40,069 Share of loss in joint venture - (89) - (89) EBITDA 37,856 503 1,621 39,980 Net interest movement (663) (210) - (873) Depreciation (1,093) - - (1,093)  38,014  can be reconciled as follows: Mining £’000 Property £’000 Other £’000 2021 £’000 Revenue 49,226 1,119 175 50,520 Transport and loading cost (5,569) - - (5,569) Mining and washing costs (32,438) - - (32,438) Other operating costs excluding depreciation (6,953) (527) (5) (7,485)  exchange movements (adjusted EBITDA) 4,266 592 170 5,028 Exchange movements (121) - - (121) Fair value adjustments - 255 - 255  - - 812 812  4,145 847 982 5,974 Share of loss in joint venture - (125) - (125) EBITDA 4,145 722 982 5,849 Net interest movement (777) Depreciation (2,571)  2,501  26 Bisichi PLC Adjusted EBITDA is used as a key indicator of the operating trading performance of   impact of depreciation, fair value  other investments and foreign exchange  segments include its South African mining operations and UK property. The performance of these two operating segments are discussed in more detail below.  year of £40.0million (2021: £5.8million). The movement compared to the prior year can mainly be attributed to the EBITDA from our mining activities of £37.9million (2021: £4.1million). In  related to our UK property was £0.1million (2021: gain £0.3million) and gains related to investments held at fair value through  £0.8million).  £38.0million (2021: £2.5million) for the year resulting in an increase in taxation for the year to £11.9million (2021: £0.8   after tax of £26.1million (2021: £1.7million), of which £17.6million (2021: £1.5million) was attributable to equity holders of the company. South African mining operations  UK Sterling 2022 R’000 2021  2022 £’000 2021 £’000  1,886,276 1,004,444 93,413 49,226 Transport and loading costs (105,023) (113,641) (5,201) (5,569) Mining and washing costs (767,490) (661,929) (38,008) (32,438)  1,013,763 228,874 50,204 11,219 Other operating costs (excluding depreciation) (12,078) (6,953)  exchange movements (adjusted EBITDA) 38,126 4,266 Exchange movements (270) (121) EBITDA 37,856 4,145 2022 ‘000 2021  Mining production in tonnes 824 1,046 2022 R 2021  Net Revenue per tonne of mining production 2,162 852 Mining and washing costs per tonne of mining production (931) (633)  1,231 219  less transportation and loading costs.  Performance   2727Bisichi PLC    Domestic ‘000 Export ‘000 2022 ‘000 Domestic  Export  2021  Quantity of coal sold in tonnes 1,025 262 1,287 1,127 320 1,447 Domestic R’000 Export R’000 2022 R’000 Domestic  Export  2021  Revenue 795,132 1,091,144 1,886,276 530,905 473,539 1004,444       Net Revenue per tonne of coal sold 774 3,770 1,384 470 1,129 616 Mining and washing costs per tonne of coal sold (596) (457)  operating costs and depreciation 788 158  as the quantity of coal sold in metric    less transportation and loading costs per metric tonne of coal sold. Total net revenue per tonne of coal sold  operations increased for the year from   average price increases achieved in both the export and domestic market. A decrease in mining production from Black Wattle and an increase in coal inventories at the end of the year offset an increase in buy-in coal processed during the year resulting in the quantity of coal sold for the year decreasing to 1.287million tonnes (2021: 1.447million tonnes).  African mining operations increased   the increase in revenue per tonne of coal sold offsetting the lower coal sales volumes, particularly in the export market. Mining and washing costs per tonne of coal sold during the year increased from  tonne in 2022 mainly due to increases in buy-in coal costs and mining costs per tonne from Black Wattle. This resulted in an increase in total mining and washing   Other operating costs (excluding depreciation) of £12.08million (2021: £6.95million) include general administrative costs and administrative salaries and wages related to our South African mining operations that are incurred both in South Africa and in the  impacted by movements in mining production and coal processing. The increase during the year can mainly be attributed to higher salaries and wages costs attributable to the improved  same period. Overall costs in South Africa were in line with management’s   Adjusted EBITDA from £5.0million in 2021 to £39.4million in 2022 can mainly be attributed to higher prices achievable  processing operations. This offset the higher mining, washing and operating costs and lower coal sales volumes incurred in 2022. A further explanation of the mines operational performance can    subsidiary Black Wattle Colliery (Pty) Ltd signed an agreement to acquire additional coal reserves during the year. The new reserves of 6.1million metric tonnes, extends the life of mine of Black Wattle to seven years and remains subject to regulatory approval. The acquisition was negotiated in conjunction with a re- negotiation of 2.1million metric tonnes of separate coal reserves previously acquired from the same seller, as previously announced in our 2018 annual report. 28 Bisichi PLC  Vunani Mining (Pty) Ltd our black economic empowered shareholders at Black Wattle, were integral in the success in acquiring both of these reserves. As a result, it was agreed that Vunani Mining will share equally in any distributable  as part of their non-controlling interest in Black Wattle. This has been achieved through a new shares issue in Black Wattle that was completed on 12 April 2022. The total issued share capital in Black Wattle Colliery (Pty) Ltd was increased further from 1000 shares to  following share issue: ••  Bisichi Mining (Exploration Limited), a  ••  Vunani Mining (Pty) Ltd  ordinary shares save that they have sole  attributable to the above mining reserves held by Black Wattle Colliery (Pty) Ltd. A non-controlling interest is therefore   Ltd from the date of issue of the shares (12 April 2022). Details of Vunani’s non-controlling interest held at year end can be found in the Non-controlling interest note on page 102. UK property investment Performance  by London & Associated Properties plc.  levels achieved in 2022. Net property revenue (excluding joint ventures and service charge income) across the portfolio decreased during the year to £1.108million (2021: £1.119million). The property portfolio was externally valued at 31 December 2022 and the value of UK investment properties attributable to the  to £10.465million (2021: £10.525million). Joint venture property investments  £0.6million) joint venture investment in  property investment company. The open market value of the company’s share of investment properties included within its  Properties decreased marginally during the year to £1.019million (2021: £1.040million).  (2021: £0.5million) 50% joint venture investment in West Ealing Projects Limited, a UK unlisted property development company. West Ealing Projects Limited’s only asset is a property development in West Ealing, London. The  trading property inventory included within this development is valued at £4.1million (2021: £3.7million). The joint venture has obtained planning consent for a  2022 the joint venture explored the possibility of a consented land sale but  offers during a period of extreme building    taken and we look forward to updating shareholders further in due course.  joint venture investment in Development Physics Limited, a UK unlisted property development company. The remaining two thirds is held equally by London & Associated Properties PLC and Metroprop  with the purpose of delivering a residential  houses in Purley, London. Development Physics acquired a series of options on the site and registered for planning permission for its development. The planning application submitted in 2022 was rejected in January 2023 despite being recommended for approval by the  appealed this decision and we will update shareholders on progress in due course. At year end, the negative carrying value of  £14,000 (2021: £3,000).  revenue of £1.2million (2021: £1.2million) for the year which includes the company’s share of net property revenue from its investment in joint ventures of £108,000 (2021: £88,000). Other Investments  investments held at fair value through  in 2021 to £12.6million due to net additions during the year of £8.2million (2021: £1.2million) and gains from investments of £0.7million (2021: £0.7million). The investments comprise of £6.8million (2021: £1.56million) of investments listed on stock exchanges in the United Kingdom and £5.8million (2021: £2.07million) of investments listed on overseas stock exchanges. The  entities involved in extractive and energy related (including renewable energy) business activities. 2929Bisichi PLC   activities increased compared to the prior year to £30.7million (2021: £4.4million). This can mainly be attributed to the  year of £39.0million (2021: £3.4million) net of taxes paid of £7.9million (2021: refund of £0.2million) and an increase in inventories of £4.0million (2021: decrease  mainly be attributed to the improved coal revenue per tonne achieved during the year.  net acquisitions of listed equity investments of £8.1million (2021: £0.9million) and capital expenditure during the year of £8.5million (2021: £1.8million) which can mainly be attributable to mine development costs at  mining reserves, plant and equipment had a carrying value of £16.4million (2021: £9.0 million) with capital expenditure being offset by depreciation of £1.1million (2021: £2.5milion) and exchange translation movements of £0.6million (2021: £0.4million) for the year.  includes a net increase in borrowings of £0.5million (2021: decrease £0.3million). In addition, dividends were paid during the year to equity shareholders of £0.6million (2021: £Nil) and to minority shareholders of £7.0million (2021: £Nil).  equivalents increased during the year by £6.9million (2021: £1.5million). The  equivalents (including bank overdrafts) at year end was £7.4million (2021: £0.5million).  resources available at short notice including cash and cash equivalents (excluding bank overdrafts) of £10.6million (2021: £3.0 million) and listed investments of £13.5million (2021: £4.3million) as at year end. The above  (2021: £7.3million).  at year end were £35.6million (2021: £17.8million) and total assets at £63.8million (2021: £38.1million). Liabilities increased from £20.3million to £28.2million during the year primarily due to an increase in trade and other payables from £10.7million to £13.3million as well as an increase in tax payable from £0.7million to £4.3million.    page 73 and the Consolidated Balance Sheet on page 70 and 71.  Year ended 31 December 2022 £’000 Year ended 31 December 2021 £’000  39,768 5,028  30,698 4,432  (16,584) (2,706)  (7,206) (271) Net (decrease) / increase in cash and cash equivalents 6,908 1,455 Cash and cash equivalents at 1 January 482 (1,078) Exchange adjustment (25) 105 Cash and cash equivalents at 31 December 7,365 482 Cash and cash equivalents at 31 December comprise: Cash and cash equivalents as presented in the balance sheet 10,590 3,018 Bank overdrafts (secured) (3,225) (2,536) 7,365 482 30 Bisichi PLC  Loans South Africa  facility with Absa Bank Limited for  Processing (Pty) Limited, a 100% subsidiary of Black Wattle Colliery (Pty) Limited. This facility comprises of an  working capital requirements of the  facility is renewable annually and is secured against inventory, debtors and  African operations.   £3.9m with Julian Hodge Bank Limited at an initial LTV of 40%. The loan is secured against the company’s UK retail property portfolio. The amount repayable on the loan at year end was £3.8million. The  repayable at the end of the term in December 2024. The overall interest cost of the loan is 4.00% above the Bank of England base rate. The loan is secured by  properties in the UK which are included in  £10.5million. No banking covenants were  Statement regarding Section 172 of the UK Companies Act Section 172 of the UK Companies Act requires the Board to report on how the directors have had regard to the matters outlined below in performing their duties.  customers, employees, local communities, suppliers and shareholders  the year, the Directors consider that they have acted in a way, and have made decision that would, most likely promote  of its members as a whole as outlined in the matters below: •• The likely consequences of any decision in the long term: see Principal activity, strategy & business model on  Uncertainties on page 19; ••  ethics and compliance; fostering of the Company’s business relationships with suppliers, customers and others; and  the community and environment: see Sustainability report on page 7; •• The need to act fairly between members of the Company: see the  34. Future prospects  seen the API4 price average $145 and uncertainties remain, particularly in regard to the sustainability of the higher international coal price and the impact of continued constraints in transporting coal for export on the South African rail network. In light of this, management will be focussing on improving production  market and keeping operating costs low.  evaluate opportunities to transition into alternative mining related opportunities through new commercial arrangements. In the UK, management is looking forward to progressing its property development opportunities in West Ealing and Development Physics as well as seeking other opportunities to expand upon on its property and equity investment portfolios.  strategy of balancing the high risk of our mining operations with a dependable  our UK property investment operations and equity investments.  remained strong and at present, the   the foreseeable future and that liabilities are met. A full going concern and viability assessment can be found in the Directors report on page 38. Further information on the outlook of the company can be found in both the Chairman’s Statement on page 2 and the   Signed on behalf of the Board of Directors Garrett Casey  26 April 2023 30 3131Bisichi PLC  * ANDREW R HELLER MA, ACA (Chairman & Managing Director) GARRETT CASEY CA (SA) (Finance Director) ROBERT GROBLER Pr Cert Eng (Director of mining) O+ CHRISTOPHER A JOLL MA (Non-executive) Christopher Joll was appointed a Director on 1 February 2001. He has held a number of non-executive  companies and currently runs his own event management business. He is also a published author, lecturer and a writer  O * JOHN A SIBBALD BL (Non-executive) Sibbald has been a Director since 1988. After qualifying as a Chartered  stockbroking, specialising in mining and international investment. JOHN WONG ACA, CFA (Non-executive) John Wong was appointed a Director on 15 October 2020. After training as a Chartered accountant he has worked in the fund management industry for almost 20 years and has extensive experience in investment management, in particular within the mining sector. JOHN A HELLER (Appointed 29 March 2023) (Non-executive) John Heller was appointed a Director on 29 March 2023. John Heller is the Chairman and Chief Executive of London & Associated Properties PLC which holds a 41.6% stake in Bisichi. John Heller has extensive knowledge and experience in property investment and management. SECRETARY AND REGISTERED OFFICE  12 Little Portland Street London W1W8BJ BLACK WATTLE COLLIERY AND SISONKE COAL PROCESSING DIRECTORS Andrew Heller (Managing Director) Ethan Dube Robert Grobler Garrett Casey Millicent Zvarayi COMPANY REGISTRATION Company registration No. 112155 (Incorporated in England and Wales) WEBSITE www.bisichi.co.uk  admin@bisichi.co.uk AUDITOR  PRINCIPAL BANKERS United Kingdom Julian Hodge Bank Limited Santander UK PLC Investec PLC South Africa ABSA Bank (SA) First National Bank (SA) CORPORATE SOLICITORS United Kingdom Ashfords LLP, London Fladgate LLP, London Olswang LLP, London Wake Smith Solicitors  South Africa Beech Veltman Inc, Johannesburg Brandmullers Attorneys, Middelburg Cliffe Decker Hofmeyer, Johannesburg Herbert Smith Freehills, Johannesburg Natalie Napier Inc, Johannesburg Tugendhaft Wapnick  Johannesburg STOCKBROKERS Shore Capital Stockbrokers Limited REGISTRARS AND   10th Floor, Central Square 29 Wellington Street Leeds LS1 4DL UK telephone: 0371 664 0300 International telephone: +44 (0) 371 664 0300 Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Website:  Email: shareholderenquiries@ linkgroup.co.uk Company registration number: 341829 (England and Wales) MANAGEMENT TEAM OTHER DIRECTORS AND ADVISORS * Member of the nomination committee + Senior independent director O Member of the audit, nomination  32 Bisichi PLC  2022 £’000 2021 £’000 2020 £’000 2019 £’000 2018 £’000 Consolidated income statement items  95,111 50,520 29,805 48,106 49,945  38,976 3,403 (4,493) 3,658 6,526  38,014 2,501 (5,196) 3,027 5,959  37,127 1,559 (3,881) 4,493 6,397  887 942 (1,315) (1,466) (438) EBITDA 39,980 5,849 (2,387) 5,868 8,587  adjustments and exchange movements (adjusted EBITDA) 39,363 5,028 (1,111) 7,457 9,088 Consolidated balance sheet items Investment properties 10,465 10,525 10,270 11,565 13,045 Other non-current investments 13,631 4,761 3,001 1,629 1,357 24,096 15,286 13,271 13,194 14,402 Current Investments held at fair value 886 685 833 1,119 887 24,982 15,971 14,104 14,313 15,289 Other assets less liabilities less non-controlling interests 8,820 1,541 1,969 5,619 4,280 Total equity attributable to equity shareholders 33,802 17,512 16,073 19,932 19,569 Net assets per ordinary share (attributable) 316.6p 164.0p 150,5p 186.7p 183.3p Dividend per share 22.00p 6.00p 0p 1.00p 6.00p  06 June 2023  Late August 2023  Late April 2024   3333Bisichi PLC  Review of business, future developments and post balance sheet events  Income for the year was derived from sales of coal from its South African  property investment portfolio for which it receives rental income and joint venture investments in two UK residential property developments. The results for the year and state of  31 December 2022 are shown on pages  pages 2 to 30. Future developments and prospects are also covered in the  any post balance sheet events can be  statements. Over 98 per cent of staff are employed in the South African coal mining industry – employment matters and health and safety are dealt with in the  The management report referred to in the Director’s responsibilities statement   Corporate responsibility  The environmental considerations of the  operations are covered in the Strategic   property investment whereby premises are provided for rent to retail businesses and a joint venture investment in a UK residential property development in West Ealing.  tenants with good quality premises from  environmentally friendly manner. Wherever possible, improvements, repairs and replacements are made in an  waste re-cycling arrangements are in place at all the company’s locations. Climate Change Reporting and   details on its greenhouse gas emissions for the year ended 31 December 2022 can be found on page 11 of the Strategic    motivate employees by offering competitive terms of employment. The  employees and prospective employees including those who are disabled. The   the employment, training, health and safety and community support and social  employees in South Africa. Dividend policy As outlined in the Strategic report on page 3 the directors are proposing the  4p) and a special dividend of 8p (2021: 2p) per share for 2022. An interim dividend for 2022 of 10p (Interim 2021: 0p) has been paid on 3 February 2023. The total dividend per ordinary share for 2022 will therefore be 22p (2021: 6p) per ordinary share. Investment properties and other properties The investment property portfolio is stated at its open market value of £10,465,000 at 31 December 2022 (2021: £10,525,000) as valued by professional external valuers. The open market value of the company’s share of investment properties and development property inventory held at cost included within its investments in joint ventures is £4,812,000 (2021: £4,787,000). Financial instruments   instruments. The Board reviews and agrees overall treasury policies, delegating appropriate authority to the managing director. Treasury operations are reported at each Board meeting and are subject to weekly internal reporting. Directors The directors of the company for the year were Sir Michael Heller (ceased to be a   African citizen), J A Sibbald and J Wong. Directors’ report   34 Bisichi PLC Mr J Heller was appointed as a non- executive director by the Board on 29 March 2023 and offers himself for re-election. Mr J Heller is the Chairman and Managing Director of London & Associated Properties PLC which holds a 41.6% stake in Bisichi with extensive & valuable experience in property investment and management. The board recommends the re-election of Mr J Heller.  Casey who offers himself for re-election.  director of the company since 2010. He is chartered accountant and has a contract of employment determinable at three months’ notice. The board recommends  No director had any material interest in any contract or arrangement with the company during the year other than as shown in this report. Directors’ shareholdings The interests of the directors in the shares of the company, including family and trustee holdings where appropriate, are shown on page 42 of the Annual  Substantial interests The following have advised that they have an interest in 3 per cent. or more of the issued share capital of the company as at 31 December 2022: London & Associated Properties PLC – 4,432,618 shares representing 41.52 per cent. of the issued capital. (Sir Michael Heller (Estate) is a shareholder of London & Associated Properties PLC). Sir Michael Heller (Estate) – 330,117 shares representing 3.09 per cent. of the issued capital. A R Heller – 785,012 shares representing 7.35 per cent. of the issued capital. Stonehage Fleming Investment Management Ltd – 1,916,154 shares representing 17.95 per cent. of the issued share capital. Disclosure of information to auditor    that there is no relevant audit information of which the auditor is unaware. Each of  have taken all reasonable steps they ought to have taken as directors to make themselves aware of any relevant audit information and to establish that it has  Indemnities and insurance The Articles of Association and Constitution of the company provide for them to indemnify, to the extent permitted  the Auditor) of the companies, including  companies against liabilities arising from  indemnities are qualifying third-party indemnity provisions for the purposes of the UK Companies Act 2006 and each of these qualifying third-party indemnities was in force during the course of the  and as at the date of this Directors’ report. No amount has been paid under any of these indemnities during the year.   broad terms, the insurance cover   liability and legal defence costs for claims arising out of actions taken in connection  Corporate Governance The Board acknowledges the importance of good corporate governance. The paragraphs below set out how the company has applied this guidance during the year. Principles of corporate governance  of good corporate governance not only in the areas of accountability and risk management, but also as a positive contribution to business prosperity. The Board endeavours to apply corporate governance principles in a sensible and pragmatic fashion having regard to the  The key objective is to enhance and protect shareholder value. Board structure The Board currently comprises the joint executive chairman and managing director, two other executive directors and four non-executive directors. Their  responsible to shareholders for the  Directors’ responsibilities statement in respect of the accounts is set out on page 57. The non-executive directors have a particular responsibility to ensure that the strategies proposed by the executive directors are fully considered. Directors’ report 3535Bisichi PLC To enable the Board to discharge its duties, all directors have full and timely access to all relevant information and  furtherance of their duties, to take independent professional advice, if  The Board has a formal schedule of matters reserved to it and meets bi- monthly. The Board is responsible for overall  expenditure projects and consideration of  The following Board committees, which have written terms of reference, deal with  •• The nomination committee comprises of two non-executive directors C A Joll (Chairman) and JA Sibbald as well as the executive chairman. The committee is responsible for proposing candidates for appointment to the Board, having regard to the balance and structure of the Board. In appropriate cases recruitment consultants are used to assist the process. Each director is subject to re-election at least every three years. •• The remuneration committee is responsible for making recommendations to the Board on the company’s framework of executive remuneration and its cost. The committee determines the contractual  for each of the executive directors, including performance related bonus schemes, pension rights and compensation payments. The Board itself determines the remuneration of the non-executive directors. The committee comprises of two non- executive directors C A Joll (Chairman) and JA Sibbald. The company’s executive chairman is normally invited to attend meetings. The report on directors’ remuneration is set out on pages 39 to 53. •• The audit committee comprises of two non-executive directors C A Joll (Chairman) and JA Sibbald. Its prime tasks are to review the scope of external audit, to receive regular reports from the company’s auditor and to review the half-yearly and annual accounts before they are presented to the Board, focusing in particular on accounting policies and areas of management judgment and estimation. The committee is responsible for monitoring the controls which are in force to ensure the integrity of the information reported to the shareholders. The committee acts as a forum for discussion of internal control issues and contributes to the Board’s review of the effectiveness of the  management systems and processes. The committee also considers annually the need for an internal audit function. It advises the Board on the appointment of external auditors and on their remuneration for both audit and non-audit work, and discusses the nature and scope of the audit with the external auditors. The committee, which meets formally at least twice a year, provides a forum for reporting by  Meetings are also attended, by invitation,   The audit committee also undertakes a formal assessment of the auditors’ independence each year which includes: •• a review of non-audit services provided  •• discussion with the auditors of a written report detailing consideration of any matters that could affect independence or the perception of independence; •• a review of the auditors’ own procedures for ensuring the  partners and staff involved in the audit, including the regular rotation of the audit partner; and ••  auditors that, in their professional judgement, they are independent. The audit committee report is set out on  An analysis of the fees payable to the  and non-audit services during the year is  statements. Performance evaluation –  directors The performance of the board as a whole and of its committees and the non- executive directors is assessed by the  discussed with the senior independent director. Their recommendations are discussed at the nomination committee prior to proposals for re-election being recommended to the Board. The performance of executive directors is discussed and assessed by the remuneration committee. The senior independent director meets regularly with the chairman and both the executive and non-executive directors individually outside of formal meetings. The directors will take outside advice in reviewing performance but have not found this necessary to date. Directors’ report 36 Bisichi PLC Independent directors The senior independent non-executive director is Christopher Joll. The other two independent non-executive directors are  Christopher Joll has been a non- executive director for over twenty years, John Sibbald has been a non-executive director for over thirty years and John Wong was appointed to the Board on 15 October 2020. The Board encourages the non-executive directors to act independently. The board considers that their length of service does not, and has not, resulted in their inability or failure to act independently. In the opinion of the   non-executive directors. The independent directors regularly meet   Board and board committee meetings The number of meetings during 2022 and attendance at regular Board meetings and Board committees was as follows: Meetings held Meetings Attended Sir Michael Heller Board Nomination committee Audit committee 5 1 2 4 1 2  Board Audit committee 5 2 5 2  Board Audit committee 5 2 5 2  Board 5 1 C A Joll Board Audit committee Nomination committee  5 2 1 2 5 2 1 2 J A Sibbald Board Audit committee Nomination committee  5 2 1 2 2 0 1 1 J Wong Board 5 5 Internal control The directors are responsible for the  review of its effectiveness annually. The  of internal control in order to provide the directors with reasonable assurance that its assets are safeguarded, that transactions are authorised and properly recorded and that material errors and irregularities are either prevented or would be detected within a timely period. However, no system of internal control can eliminate the risk of failure to achieve business objectives or provide absolute assurance against material misstatement or loss. The key elements of the control system in operation are: •• the Board meets regularly with a formal schedule of matters reserved to it for decision and has put in place an organisational structure with clearly  appropriate delegation of authority; •• there are established procedures for planning, approval and monitoring of capital expenditure and information   budgets and forecasts; ••  are closely monitored by members of the Board and senior managers to enable them to assess risk and address the adequacy of measures in place for its monitoring and control. The South African operations are closely supervised by the UK based executives through daily, weekly and monthly reports from the directors and senior  supplemented by regular visits by the  African operations which include checking the integrity of information supplied to the UK. The directors are guided by the internal control guidance for directors issued by the Institute of Chartered Accountants in England and Wales. During the period, the audit committee has reviewed the effectiveness of internal control as described above. The Board receives periodic reports from its committees. Directors’ report 3737Bisichi PLC  during the year ended 31 December 2022 (and up to the date of approval of the report) concerning material internal  the Board has reviewed the effectiveness of the system of internal control as described during the period. Communication with shareholders Communication with shareholders is a matter of priority. Extensive information   available to shareholders. Further information is available on the company’s website, www.bisichi.co.uk. There is a regular dialogue with institutional investors. Enquiries from individuals on matters relating to their shareholdings  with informatively and promptly. Takeover directive The company has one class of share capital, ordinary shares. Each ordinary share carries one vote. All the ordinary shares rank pari passu. There are no securities issued in the company which carry special rights with regard to control of the company. The identity of all substantial direct or indirect holders of securities in the company and the size and nature of their holdings is shown  of this report above. A relationship agreement dated 15   the company and London & Associated  arrangements between them whilst LAP is a controlling shareholder of the company.  provision under which LAP has agreed to exercise the voting rights attached to the  LAP to ensure the independence of the  Other than the restrictions contained in  restrictions on voting rights or on the transfer of ordinary shares in the company. The rules governing the appointment and replacement of directors, alteration of the articles of association of the company and the powers of the company’s directors accord with usual English company law provisions. Each director is re-elected at least every three years. The company is  that take effect, alter or terminate upon a change of control of the company following a takeover bid. The company is not aware of any agreements between holders of its ordinary shares that may result in restrictions on the transfer of its ordinary shares or on voting rights. There are no agreements between the company and its directors or employees providing for compensation for loss of  because of a takeover bid. The Bribery Act 2010 The Bribery Act 2010 came into force on 1 July 2011, and the Board took the opportunity to implement a new Anti- Bribery Policy. The company is committed to acting ethically, fairly and with integrity in all its endeavours and compliance of the code is closely monitored. Annual General Meeting The annual general meeting of the company The annual general meeting of the company   James, London SW1Y 4QU on Tuesday, 6  will be proposed as ordinary resolutions. More than 50 per cent. of shareholders’ votes cast must be in favour for those resolutions to be passed. The directors consider that all of the resolutions to be put to the meeting are in the best interests of the company and its shareholders as a whole. The Board recommends that shareholders vote in favour of all resolutions. Please note that the following paragraph is a summary of resolution 10 to be proposed  full text of the resolution. You should therefore read this section in conjunction with the full text of the resolutions contained  Directors’ authority to allot shares (Resolution 10) In certain circumstances it is important for the company to be able to allot shares up to a maximum amount without needing to seek shareholder approval every time an allotment is required. Paragraph 10.1.1 of resolution 10 would give the directors the authority to allot shares in the company and grant rights to subscribe for, or convert any security into, shares in the company up to an aggregate nominal value of £355,894.  third) of the ordinary share capital of the company in issue (excluding treasury shares) at 26 April 2023 (being the last practicable date prior to the publication of  of resolution 10 would give the directors the authority to allot shares in the company and grant rights to subscribe for, or convert any security into, shares in the company up to a further aggregate nominal value of £355,894, in connection with a pre-emptive rights issue. This  (one third) of the ordinary share capital of the company in issue (excluding treasury shares) at 26 April 2023 (being the last practicable date prior to the publication of  Therefore, the maximum nominal value of shares or rights to subscribe for, or convert any security into, shares which may be allotted or granted under  complies with guidance issued by the Investment Association (IA). Directors’ report 38 Bisichi PLC The authority granted by resolution 10 will expire on 31 August 2024 or, if earlier, the conclusion of the next annual general meeting of the company. The directors have no present intention to make use of this authority. However, if they do exercise the authority, the directors intend to follow emerging best practice as regards its use as recommended by the IA. Donations No political donations were made during the year (2021: £nil). Going concern  with the factors likely to affect its future development are set out in the Chairman’s Statement on the preceding      policy, interest rate risk, liquidity risk, foreign exchange risks and credit risk.  facility with Absa Bank Limited for  Processing (Pty) Limited, a 100% subsidiary of Black Wattle Colliery (Pty) Limited. This facility comprises of a  working capital requirements of the  facility is renewable annually and is secured against inventory, debtors and  African operations. The Directors do not foresee any reason why the facility will not continue to be renewed at the next renewal date, in line with prior periods and based on their banking relationships. The directors expect that coal market   The directors therefore have a reasonable expectation that the mine will achieve positive levels of cash generation for the   placed to manage its South African business risks successfully. In the UK, forecasts demonstrate that the  its liabilities as they fall due for at least the next 12 months, from the approval of   outlined below.  £3.9m with Julian Hodge Bank Limited at an initial LTV of 40%. The loan is secured against the company’s UK retail property portfolio. The amount repayable on the loan at year end was £3.9million. The  repayable at the end of the term in December 2024. The overall interest cost of the loan is 4.00% above the Bank of England base rate. All covenants on the loan were met during the year and the directors have a reasonable expectation  resources at short notice, including cash and listed equity investments, to ensure the existing facility’s covenants are met on an ongoing basis.   venture, holds a Santander bank loan of £1.143million secured against its investment property, see note 14. The bank   £2.03 million. The interest cost of the loan is 2.75 per cent above the bank’s base  underway. The loan originally expired in September 2020, but has been extended to October 2023. Santander have indicated that they are willing to provide a new term loan and we expect to complete this in the near future. In 2022 a disconnect in global energy markets resulted in higher global energy prices. Although the volatility in global energy markets in 2023 is uncertain, the Directors at present do not foresee events   ability to remain in operation for the foreseeable future. As a result of the banking facilities held as well as the acceptable levels of cash  next 12 months, the Directors believe that  continue in operational existence for the  well placed to manage its business risks. Thus they continue to adopt the going concern basis of accounting in preparing     meet its liabilities as they fall due for at least the next 12 months and the  to manage its business risks and have adequate cash resources to continue in operational existence for the foreseeable future. As a result of the banking facilities held as well as the acceptable levels of  over the next 12 months, the Directors  resources to continue in operational existence for the foreseeable future and  its business risks. Thus they continue to adopt the going concern basis of accounting in preparing the annual  By order of the board G.J Casey Secretary 12 Little Portland Street London W1W8BJ 26 April 2023 Directors’ report 3939Bisichi PLC    awarded to Directors and non-executive Directors during the year. The shareholders will be asked to approve the  ordinary resolution (as in previous years)  year, in light of the performance of the  bonuses and share options to certain  addition, on 1st September 2022 the Company bought out 680,000 options over ordinary shares outstanding which were exercisable. As an alternative to the exercise of the options, the Company cancelled the share options for a consideration avoiding the need for the Company to allot shares, for shares to be sold in the market to meet the tax liabilities arising from the exercise and therefore the potential impact to the Company’s share price and on shareholders. The current remuneration policy, which details the remuneration policy for directors, can be found at www.bisichi. co.uk. The current remuneration policy was subject to a binding vote which was  July 2020. A further resolution amending the policy was approved by shareholders at a general meeting of the Company held on 16 June 2022. The resolution authorises the directors of the Company to enter into agreements to cancel and surrender options over Ordinary Shares. The approvals will continue to apply for a  2023. The remuneration committee considered the overall performance of the group as well as of each director in the year ended 31 December 2022 and remuneration including bonuses were awarded in line with the performance conditions of the remuneration policy. The second part, is the new remuneration policy report which can be found on page 48. The new remuneration policy is largely in line with the previous policy and is subject to a binding vote which will be  6 June 2023. Once approved, the approval of the new policy will apply for a 3 year period effective from the  Both of the above reports have been prepared in accordance with The Large &     LLP are required by law to audit certain disclosures and where disclosures have been audited they are indicated as such. Christopher Joll Chairman – remuneration committee 12 Little Portland Street London W1W8BJ 26 April 2023 Statement of the Chairman    in accordance with the remuneration regulations. 40 Bisichi PLC  The following information has been audited:  Salaries and Fees £’000  £’000 Bonuses £’000 Long Term Incentive Awards £’000 Pension £’000 Notional Value of Vesting Share Options Total 2022 £’000 Total Fixed Remuner- ation £’000 Total Variable Remuner- ation £’000 Executive Directors Sir Michael Heller 200 - 580 - - - 780 200 580  495 42 1,100 - - 273 1,910 537 1,373  194 17 575 - 19 273 1,078 230 848  218 17 356 - 19 - 610 254 356 Non–Executive Directors C A Joll 52 - - - - - 52 52 - J A Sibbald 3 3 - - - - 6 6 - J Wong 55 - - - - - 55 55 - Total 1,217 79 2,611 - 38 546 4,491 1,334 3,157 Members of the remuneration committee for the year ended 31 December 2022 The notional value of vesting share options are based on the value of the share options at grant. The awards are not subject to performance in line with the scheme terms.  Salaries and Fees £’000  £’000 Bonuses £’000 Long Term Incentive Awards £’000 Pension £’000 Total 2021 £’000 Total Fixed Remuner- ation £’000 Total Variable Remuner- ation £’000 Executive Directors Sir Michael Heller 83 - - - - 83 83 -  495 34 400 - - 929 529 400  185 17 200 - 19 421 221 200  205 11 176 - 17 409 233 176 Non–Executive Directors C A Joll 40 - - - - 40 40 - J A Sibbald 3 3 - - - 6 6 - J Wong 50 - - - - 50 50 - Total 1,061 65 776 - 36 1,938 1,162 776 Members of the remuneration committee for the year ended 31 December 2021 Annual remuneration report 4141Bisichi PLC Annual remuneration report Summary of directors’ terms Date of contract Unexpired term Notice period Executive directors  January 1994 Continuous 3 months  June 2010 Continuous 3 months  April 2008 Continuous 3 months Non-executive directors C A Joll February 2001 Continuous 3 months J A Sibbald October 1988 Continuous 3 months J Wong October 2020 Continuous 3 months J Heller March 2023 Continuous 3 months Pension schemes and incentives   Scheme interests awarded during the year   • Andrew Heller: 380,000 options granted on 1 September 2022 at an exercise price of £3.52 per share  The exercise price of 352 pence per share was based on the midmarket closing price of the Company’s shares on 31 August 2022, the date prior to the grant. The above Options are subject to the terms and conditions set out in the rules of the Scheme, and subject to the memorandum and articles of association of the Company. Further details of the Scheme are outlined below under Share option schemes. The above options were valued at £547,200 at date of grant using the Black-Scholes-Merton model. These Options are exercisable at any time during the next 10 years from the dates of grant stated above. No consideration has been paid for the granting of these Options. Share option schemes  approval. The 2012 scheme was approved by the remuneration committee of the company on 28 September 2012. Number of share options Option price 1 January 2022 Options  (Surrendered) in 2022 31 December 2022 Exercisable from Exercisable to The 2012 Scheme  87.01p 150,000 (150,000) -    73.50p 150,000 (150,000) -    87.01p 150,000 (150,000) -    73.50p 230,000 (230,000) -    352.00p - 380,000 380,000    352.00p - 380,000 380,000   Middle market price at date of grant No consideration is payable for the grant of options under the 2012 Unapproved Share Option Scheme. There are no performance or service conditions attached to the 2012 Unapproved Share Option scheme. No part of the award was attributable to share price appreciation and no discretion has been exercised as a result of share price appreciation or depreciation. During the year, there were no changes to the exercise price or exercise period for the options. On 1st September 2022, the Company entered into an  Company paid each director a cash payment in consideration for cancelling the options. The cash payment was calculated by reference to the closing midmarket share price on 31 August 2022 less the relevant exercise price. The aggregate consideration paid by the Company to effect the cancellations was £1,853,270. 42 Bisichi PLC Annual remuneration report Payments to past directors No payments were made to past directors in the year ended 31 December 2022 (2021: £nil).   Statement of Directors’ shareholding and share interest Directors’ interests The interests of the directors in the shares of the company, including family and trustee holdings where appropriate, were as follows:   31.12.2022 1.1.2022 31.12.2022 1.1.2022 Sir Michael Heller 148,783 148,783 181,334 181,334  785,012 785,012 - -  - - - -  40,000 40,000 - - C A Joll - - - - J A Sibbald - - - - J Wong - - - - There are no requirements or guidelines for any director to own shares in the Company.  unaudited. The following graph illustrates the company’s performance compared with a broad equity market index over a ten year period. Performance is measured by total shareholder return. The directors have chosen the FTSE All Share Mining index as a suitable index for this comparison as it gives an indication of performance against a spread of quoted companies in the same sector. The middle market price of Bisichi PLC ordinary shares at 31 December 2022 was 305p (2021: 60p). During the year the share price ranged between 81p and 375p. 400 350 300 250 200 150 100 20 0 2013 2014 2015 2016 2017  2019 2020 2021 2022 – Bisichi Mining – FTSE All Share Share Price (rebased) 4343Bisichi PLC Annual remuneration report Year Managing Director Managing Director  remuneration £’000 Annual bonus payout against maximum opportunity % Long-term incentive vesting rates against maximum opportunity % 2022  1,637 74%  2021  929 27%  2020  551 0%  2019  1,035 34%  2018  1,073 34%  2017  898 25%  2016  850 22%  2015  912 22%  2014  862 22%  2013  614   Bisichi PLC does not have a Chief Executive so the table includes the equivalent information for the Managing Director. * There were no formal criteria or conditions to apply in determining the amount of bonus payable or the number of shares to be issued prior to 2014. Percentage change in remuneration and Company performance Director Base Salary 2022  2022 Bonuses 2022 Base Salary 2021  2021 Bonuses 2021 Base Salary 2020  2020 Bonuses 2020 Executive: Sir Michael Heller 1 141% 0%  0% 0% 0% 0% 0% (100%)  2 0% 24% 175% 0% (39%)  0% 40% (100%)  2 5% 0% 188% 20% (10%  3% 18% (100%)  2 6% 55% 102% 6% 3%  (7%) (17%) (100%) Non-Executive: C A Joll 30% 0% 0% 0% 0% 0% 5% 0% 0% J A Sibbald 0% 0% 0% 0% 0% 0% 0% 0% 0% J Wong 3 10% 0% 0% 0% 0% 0%    J Heller 4          Employee remuneration on a full-time equivalent basis: Employees of the Company 5 47% 0% 478% 8% (26%)  1% 33% (100%) 1 Bonus changes for 2022 for Sir Michael Heller are disclosed as not applicable as no bonus was awarded to the director in 2021.  to the various directors and employees in 2020. 3 Mr J Wong was appointed as a non-executive Director on 15 October 2020 so the annual change is not applicable for 2020 and was apportioned for 2021. 4 Mr J Heller was appointed as a non-executive Director on 29 March 2023 so the annual change is not applicable. 5 The comparator group chosen is all UK based employees as the remuneration committee believe this provides the most accurate comparison of underlying  Remuneration of the Managing Director over the last ten years   44 Bisichi PLC Annual remuneration report Relative importance of spend on pay  below: 2022 £’000 2021 £’000 Employee remuneration 11,991 7,491 Distribution to shareholders (see note below) 2,348 641  Statement of implementation of remuneration policy  apply for 3 years unless changes are deemed necessary by the remuneration committee. The company may not make a  payment is consistent with the approved remuneration policy, or has otherwise been approved by a resolution of members. During the year a resolution amending the policy was approved by shareholders at a general meeting of the Company held on 16 June 2022. The resolution authorises the directors of the Company to enter into agreements to cancel and surrender options over Ordinary Shares. During the year, there were no deviations from the procedure for the implementation of the remuneration policy as set out in the policy. Consideration by the directors of matters relating to directors’ remuneration The remuneration committee considered the executive directors remuneration and the board considered the non-executive directors remuneration in the year ended 31 December 2022. The Company did not engage any consultants to provide advice or services to materially assist the remuneration committee’s considerations. Shareholder voting  other than the part containing the remuneration policy. In addition, on 9 July 2020 there was a binding vote on the resolution to approve the current remuneration policy. In addition, a further resolution amending the policy was approved by shareholders at a general meeting of the Company held on 16 June 2022. The resolution authorises the directors of the Company to enter into agreements to cancel and surrender options over Ordinary Shares. The results of the votes above are detailed below: % of votes for % of votes against No of votes withheld  73.85% 26.15% 7,1 74  69.87% 30.13% -  cancel and surrender options over Ordinary Shares. (16 June 2022) 100% 0% - The remuneration committee and directors have considered the percentage of votes against the resolutions to approve the  awarded and the general remuneration policy itself. The remuneration committee consider the remuneration policy and performance conditions within remain appropriate and therefore no further action has been taken. 4545Bisichi PLC Annual remuneration report Service contracts All executive directors have full-time contracts of employment with the company. Non-executive directors have contracts of service. No director has a contract of employment or contract of service with the company, its joint venture or associated companies with a   company. All directors’ contracts as amended from time to time, have run from the date of appointment. Service contracts are kept at the  Remuneration policy table   found at www.bisichi.co.uk. ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS EXECUTIVE DIRECTORS Base salary To recognise: Skills  Accountability Experience Value Considered by remuneration committee on appointment. Set at a level considered appropriate to attract, retain motivate and reward the right individuals.  Paid monthly in cash No individual director will be awarded a base salary in excess of £700,000 per annum.  base salaries. Pension To provide competitive retirement  Company contribution offered at up to 10% of base salary as part of overall remuneration package. The contribution payable by the company is included in the director’s contract of employment. Paid into money purchase schemes Company contribution offered at up to 10% of base salary as part of overall remuneration package.  pension contributions.  To provide a competitive  package  include but are not limited to: Car or car allowance  Death in service cover Permanent health insurance The committee retains absolute discretion to approve changes in  in exceptional circumstances or where factors outside the control  increased costs (e.g.   closely controlled and reviewed on an annual basis.  of 30% of his base salary.    ended 31 December 2022 is shown in the table on page 40. 46 Bisichi PLC Annual remuneration report ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS Annual Bonus To reward and incentivise In assessing the performance of the executive team, and in particular to determine whether bonuses are merited the remuneration committee takes into account the overall performance of the business. Bonuses are generally offered in cash The remuneration committee determines the level of bonus on an annual basis applying such performance conditions and performance measures as  appropriate The current maximum bonus opportunity will not exceed 200% of base salary in any one year, but the remuneration committee reserves the power to award up to 300% in an exceptional year. There is no formal framework by which the company assesses performance and performance conditions and measures will be assessed on an annual basis by the remuneration committee. In determining the level of the bonus, the remuneration committee will take into account internal and external factors and circumstances that occur during the year under review. The performance measures  or individual and in such proportion as the remuneration committee considers appropriate to the prevailing circumstances. The company does not consider, given the company’s size, nature and stage of operations that a formal framework is required. Share Options To provide executive directors with a long-term interest in the company  existing schemes (see page 41) Offered at appropriate times by the remuneration committee  performance conditions. Share options will be offered by the remuneration committee as appropriate taking into account the factors considered above in the decision making process in determining remuneration policy. The aggregate number of shares over which options may be granted under all of the company’s option schemes (including any options and awards granted under the company’s employee share plans) in any period of ten years, will not exceed, at the time of grant, 10% of the ordinary share capital of the company from time to time. In determining the limits no account shall be taken of any shares where the right to acquire the shares has been released, lapsed or has otherwise become incapable of exercise. The company currently has one Share Option Scheme (see page 41). For the 2012 scheme the remuneration committee has the ability to impose performance criteria in respect of any new share options granted, however there is no requirement to do so. There are no performance conditions attached to the options already issued under the 2012 scheme, the options vest on issue and there are no minimum hold periods for the resulting shares issued on exercise of the option. 4747Bisichi PLC ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS  Base salary To recognise: Skills Experience Value Considered by the board on appointment. Set at a level considered appropriate to attract, retain and motivate the individual. Experience and time required for the role are considered on appointment.  No individual director will be awarded a base salary in excess of £60,000 per annum.  base salaries. Pension No pension offered   except to one non- executive director who is eligible for health cover (see annual remuneration  The committee retains the discretion to approve changes in  in exceptional circumstances or where factors outside  lead to increased costs   closely controlled and reviewed on an annual basis.  of 30% of his base salary.   Share Options Non-executive directors do not participate in the share option schemes Annual remuneration report 48 Bisichi PLC    consider the performance measures outlined in the table above to be appropriate measures of performance and that the KPI’s chosen align the interests of the directors and shareholders. In addition to above, during the year a resolution amending the policy was approved by shareholders at a general meeting of the Company held on 16 June 2022. The resolution authorises the directors of the Company to enter into agreements to cancel and surrender options over Ordinary Shares.  Remuneration policy The remuneration policy below is the group’s new remuneration policy on directors’ remuneration, which will be proposed for a  2023, and will apply to remuneration determined on or after that date. The previously determined remuneration (determined under   The remuneration of the Company’s executive directors is determined by the remuneration committee. In the decision making process for the determination, review and implementation of the company’s remuneration policy, the remuneration committee has taken the following into account: • The need to attract, retain and motivate individuals of a calibre who will ensure successful leadership and management of the company • The group’s general aim of seeking to reward all employees fairly according to the nature of their role and their performance  • The need to align the interests of shareholders as a whole with the long-term growth of the group • The need to align the determination, review and implementation of the company’s remuneration policy with the long term strategy and success of the business.  • The need to ensure a link between remuneration and the long term success of the group; and  The remuneration of non-executive directors is determined by the board, and takes into account additional remuneration for services outside the scope of the ordinary duties of non-executive directors. In determining the remuneration for each executive director, the remuneration committee has, and in the determination of the fees  has sought to mitigate these as far as is possible given the company’s size, nature and stage of operations.   4949Bisichi PLC  Future Policy Table  ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS EXECUTIVE DIRECTORS Base salary To recognise: Skills  Accountability Experience Value Considered by remuneration committee on appointment. Set at a level considered appropriate to attract, retain motivate and reward the right individuals.  Paid monthly in cash No individual director will be awarded a base salary in excess of £1,200,000 per annum.  to base salaries. Pension To provide competitive retirement  Company contribution offered at up to 10% of base salary as part of overall remuneration package. The contribution payable by the company is included in the director’s contract of employment. Paid into money purchase schemes Company contribution offered at up to 10% of base salary as part of overall remuneration package.  to pension contributions.  To provide a competitive  package  can include but are not limited to: Car or car allowance  Death in service cover Permanent health insurance The committee retains absolute discretion to approve changes in  in exceptional circumstances or where factors outside the  lead to increased costs   closely controlled and reviewed on an annual basis.  excess of 30% of his base salary.    ended 31 December 2022 is shown in the table on page 40. Annual Bonus To reward and incentivise In assessing the performance of the executive team, and in particular to determine whether bonuses are merited the remuneration committee takes into account the overall performance of the business. Bonuses are generally offered in cash The remuneration committee determines the level of bonus on an annual basis applying such performance conditions and performance measures  appropriate The current maximum bonus opportunity will not exceed 200% of base salary in any one year, but the remuneration committee reserves the power to award up to 300% in an exceptional year. There is no formal framework by which the company assesses performance and performance conditions and measures will be assessed on an annual basis by the remuneration committee. In determining the level of the bonus, the remuneration committee will take into account internal and external factors and circumstances that occur during the year under review. The   and in such proportion as the remuneration committee considers appropriate to the prevailing circumstances. The company does not consider, given the company’s size, nature and stage of operations that a formal framework is required. 50 Bisichi PLC  ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS Share Options To provide executive directors with a long-term interest in the company  schemes (see page 41) and new schemes Offered at appropriate times by the remuneration committee Entitlement to share options is not subject to any  Share options will be offered by the remuneration committee as appropriate taking into account the factors considered above in the decision making process in determining remuneration policy. The aggregate number of shares over which options may be granted under all of the company’s option schemes (including any options and awards granted under the company’s employee share plans) in any period of ten years, will not exceed, at the time of grant, 10% of the ordinary share capital of the company from time to time. In determining the limits no account shall be taken of any shares where the right to acquire the shares has been released, surrendered, lapsed or has otherwise become incapable of exercise. The company currently has one Share Option Scheme (see page 41). For the 2012 scheme the remuneration committee has the ability to impose performance criteria in respect of any new share options granted, however there is no requirement to do so. There are no performance conditions attached to the options already issued under the 2012 scheme, the options vest on issue and there are no minimum hold periods for the resulting shares issued on exercise of the option. The Board is authorised under this policy to enter into agreements with holders of options over ordinary shares in the capital of the Company to cancel or surrender the Options in consideration of the payment by the Company to the holder of the Option of cash up to a maximum of the difference between the exercise price of the Option and the closing market price on the business day immediately prior to the day on which the Company enters into that agreement with the relevant holder of the Options. 5151Bisichi PLC  ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS  Base salary To recognise: Skills Experience Value Considered by the board on appointment. Set at a level considered appropriate to attract, retain and motivate the individual. Experience and time required for the role are considered on appointment.  No individual director will be awarded a base salary in excess of £125,000 per annum.  to base salaries. Pension No pension offered   except to one non-executive director who is eligible for health cover (see annual remuneration report  The committee retains the discretion to approve changes in  in exceptional circumstances or where factors outside  lead to increased costs   is closely controlled and reviewed on an annual basis.  excess of 30% of his base salary or £10,000 whichever is the higher.   Share Options Non-executive directors do not participate in the share option schemes Notes to the future policy table   consider the performance measures outlined in the table above to be appropriate measures of performance and that the KPI’s chosen align the interests of the directors and shareholders. Details of remuneration of other company employees can be found in   targets that further the company’s interests. The maximum bonus opportunity for employees and directors alike is based on the seniority and responsibility of the role undertaken. 52 Bisichi PLC  Assumptions Minimum   On target Based on the average percentage bonus awarded to the individual in the three years ending on 31 December 2022. As outlined in the policy table above, the remuneration committee has discretion to award bonuses of up to 200% of base salary in any one year    Based on maximum remuneration receivable of 300% of base salary awarded as bonus in an exceptional year. Base salary,  December 2022 on page 40. Approach to recruitment remuneration All appointments to the board are made on merit. The components of a new director’s remuneration package (who is recruited  be granted share options as outlined above and the company’s approach to such appointments are detailed with in the future policy table above. The company will pay such levels of remuneration to new directors that would enable the company to attract appropriately skilled and experienced individuals that is not in the opinion of the remuneration committee excessive. The company has no pre-determined policy for buyouts of previous awards, and each case will be determined on merit, having regard to all relevant circumstances at the time. Remuneration scenarios An indication of the possible level of remuneration that would be received by each current Executive Director in the year commencing 1 January 2023 in accordance with the directors’ remuneration policy is shown below.  appreciation. A Heller: G.Casey: R Grobler: 0 500 1,000 1,500 2,000 2,500 £’000 £537 £1,037 £2,022 100% 52% 48% 27% 73% 0 100 200 300 400 500 600 700 800 900 £’000 £487 £811 100% 47% 53% 28% 72% 0 100 200 300 400 500 600 700 800 900 1000 £’000 £254 £431 £908 100% 59% 42% 28% 72% Bonus Minimum Minimum MinimumOn target On target On targetMaximum Maximum Maximum £230 5353Bisichi PLC  Service contracts All executive directors have full-time contracts of employment with the company. Non-executive directors have contracts of service. No director has a contract of employment or contract of service with the company, its joint venture or associated companies with a   company. All directors’ contracts as amended from time to time, have run from the date of appointment. Service contracts are kept   There are no contractual provisions agreed prior to 27 June 2012 that could impact on a termination payment. Termination payments will be calculated in accordance with the existing contract of employment or service contract. It is the policy of the remuneration committee to issue employment contracts to executive directors with normal commercial terms and without extended terms of notice which could give rise to extraordinary termination payments. The board retains the discretion to make additional (ex-gratia) payments on termination should it be appropriate in all the circumstances. Consideration of employment conditions elsewhere in the Group In setting this policy for directors’ remuneration the remuneration committee has been mindful of the company’s objective to reward all employees fairly according to their role, performance and market forces. In setting the policy for Directors’ remuneration the remuneration committee has considered the pay and employment conditions of the other employees within the group. No formal consultation has been undertaken with employees in drawing up the policy. The remuneration committee has not used formal comparison measures. Consideration of shareholder views No shareholder views have been taken into account when formulating this policy. In accordance with the new regulations, an  54 Bisichi PLC  The Audit Committee’s prime tasks are to: •• review the scope of external audit, to receive regular reports from the auditor and to review the half-yearly and annual accounts before they are presented to the board, focusing in particular on accounting policies and areas of management judgment and estimation; •• monitor the controls which are in force to ensure the integrity of the information reported to the shareholders; •• assess key risks and to act as a forum for discussion of risk issues and contribute to the board’s review of the  management control and processes; •• act as a forum for discussion of internal control issues and contribute to the board’s review of the effectiveness of  management systems and processes; •• consider each year the need for an internal audit function; •• advise the board on the appointment of external auditors and rotation of the  their remuneration for both audit and non-audit work, and discuss the nature and scope of their audit work; •• participate in the selection of a new external audit partner and agree the appointment when required; •• undertake a formal assessment of the auditors’ independence each year which includes: ~ a review of non-audit services provided  ~ discussion with the auditors of a written report detailing all relationships with the company and any other parties that could affect independence or the perception of independence; ~ a review of the auditors’ own procedures for ensuring the  partners and staff involved in the audit, including the regular rotation of the audit partner; and   the auditors that, in their professional judgement, they are independent. Meetings The committee meets prior to the annual audit with the external auditors to discuss the audit plan and again prior to the publication of the annual results. These meetings are attended by the external audit partner, managing director, director  to bi-monthly board meetings the members of the committee meet on an informal basis to discuss any relevant matters which may have arisen. Additional formal meetings are held as necessary. During the past year the committee: •• met with the external auditors, and discussed their reports to the Audit Committee; •• approved the publication of annual and  •• considered and approved the annual review of internal controls; •• decided that due to the size and nature of operation there was not a current need for an internal audit function; •• agreed the independence of the auditors and approved their fees for both audit related and non-audit services as set out in note 5 to the  Audit committee report  follow published guidelines, which are available from the company secretary.    5555Bisichi PLC Audit committee report Financial reporting As part of its role, the Audit Committee     or estimation. When assessing the  committee assessed quantitative  before tax. The Board also gave consideration to: ••   principally asset based business; •• the value of revenues generated by the  production and processing; •• Adjusted EBITDA, given that it is a key trading KPI, when determining quantitative materiality; and ••  impact of macro-economic activity on    audit process were also considered when assessing their materiality. Based on the considerations set out above we have considered quantitative errors individually or in aggregate in excess of approximately £700,000 to £800,000 to be material. External Auditors   resolution to reappoint them will be proposed at the forthcoming Annual  the company is provided with extensive administration and accounting services by London & Associated Properties PLC which has its own audit committee and employs a separate team of external  South Africa Inc. acts as the external auditor to the South African companies,    Christopher Joll Chairman – audit committee 12 Little Portland Street London W1W8BJ 26 April 2023 56 Bisichi PLC  In accordance with your instructions we have carried out a valuation of the freehold property interests held as at 31 December  Having regard to the foregoing, we are of the opinion that the open market value as at 31 December 2022 of the interests owned by the company was £10,465,000 being made up as follows: £’000 Freehold 8,270 Leasehold 2,195 10,465 Leeds 20 February 2023 Carter Towler    5757Bisichi PLC  Company law requires the directors to   directors are required to prepare the  with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006. The directors have elected to  statements in accordance with United  Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not   and fair view of the state of affairs of the    the directors are required to: •• select suitable accounting policies and then apply them consistently; •• make judgements and accounting estimates that are reasonable and prudent; ••  statements whether they have been prepared in accordance with UK- adopted international accounting standards in conformity with the requirements of the Companies Act 2006 subject to any material departures disclosed and explained in  •• state with regard to the parent  applicable UK accounting standards have been followed, subject to any material departures disclosed and  ••  going concern basis unless it is inappropriate to presume that the  business; and •• prepare a director’s report, a strategic report and director’s remuneration report which comply with the requirements of the Companies Act 2006. The directors are responsible for keeping adequate accounting records that are  company’s transactions and disclose with reasonable accuracy at any time the   statements comply with the Companies   accounting standards. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for ensuring that the annual report and accounts, taken as a whole, are fair, balanced, and understandable and provides the information necessary for  performance, business model and strategy. Website publication The directors are responsible for ensuring  statements are made available on a website. Financial statements are published on the company’s website in accordance with legislation in the United Kingdom governing the preparation and  which may vary from legislation in other jurisdictions. The maintenance and integrity of the company’s website is the responsibility of the directors. The directors’ responsibility also extends to  statements contained therein. Directors’ responsibilities pursuant to DTR4  knowledge: ••  been prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006 and give a true and fair view of   •• the annual report includes a fair review of the development and performance of   together with a description of the principal risks and uncertainties that they face. Directors’ responsibilities statement   58 Bisichi PLC  Independent auditor report to the shareholders of Bisichi Plc for the year ended 31 December 2021 Opinion    31 December 2022 which comprise the consolidated income statement, consolidated statement of other comprehensive income, consolidated and company balance sheets, consolidated and company statements of changes in equity,     that has been applied in their preparation of  law and UK adopted international  reporting framework that has been applied in the preparation of the parent company  United Kingdom Accounting Standards,   Accepted Accounting Practice).  • •   of the parent company’s affairs as at 31   • •  been properly prepared in accordance with UK adopted international accounting standards; • •  statements have been properly prepared in accordance with United  Accounting Practice; and • •  prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the   accordance with the ethical requirements that are relevant to our audit of the    other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have  provide a basis for our opinion. Conclusions relating to going concern  have concluded that the Directors’ use of the going concern basis of accounting in  statements is appropriate. Our evaluation of the directors  companies ability to continue to adopt the going concern basis of accounting including the following: • •  systems and controls around managements’ going concern assessment, including for the preparation and review process for forecasts and budgets. • • Evidence obtained that management have undertaken a formal going concern assessment, including  forecasts, clear consideration of external factors including the COVID pandemic and the war in Ukraine and the potential liquidity impact of these on cash balances including available facilities. • •  business at the year end date and considered key trends in balance sheet strength and business performance over the last three years. • •  the business, including mine production and sale at Black Wattle Colliery have not been disrupted in the period by any external or internal factors. • • Testing the mechanical integrity of forecast model by checking the accuracy and completeness of the model, including challenging the appropriateness of estimates and assumptions with reference to empirical data and external evidence. • • Based on our above assessment we performed our own sensitivity analysis in respect of the key assumptions underpinning the forecasts. • • We performed stress-testing analysis on the core cash generating units of  levels needed to maintain minimal liquidity required to meet liabilities as they fall due. • • We considered post year end performance of the business, comparing this to budget as well as considering the development of key liquidity ratios in the business. • • The group’s banking facility documentation was reviewed to ensure that any covenants in place have not been breached. • • We reviewed the adequacy and completeness of the disclosure  in respect of going concern. Independent auditor report to the shareholders of Bisichi Plc 5959Bisichi PLC Independent auditor report to the shareholders of Bisichi Plc Based on the work we have performed,  uncertainties relating to events or conditions that, individually or collectively,  ability to continue as a going concern for a period of at least twelve months from  authorised for issue.  Company’s reporting on how they have  Code, we have nothing material to add or draw attention to in relation to the  statements about whether the directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the  continue as a going concern. Corporate Governance Statement  directors’ statement in relation to going concern, longer-term viability and that   Parent Company’s compliance with the provisions of the UK Corporate  review. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate   or our knowledge obtained during the audit: • • Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any  on page 38; • • Directors’ explanation as to its assessment of the company’s prospects, the period this assessment covers and why the period is appropriate set out on page 38; • •  out a robust assessment of the emerging and principal risks set out on pages 19 to 23; • •  describes the review of effectiveness of risk management and internal control systems set out on page 36 and • • The section describing the work of the  page 35. An overview of the scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the  looked at where the directors made subjective judgements, for example in  estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. 60 Bisichi PLC Independent auditor report to the shareholders of Bisichi Plc We reported all audit differences found in excess of our triviality threshold to the directors and the management board.   materiality that is less than our overall   company was between £234,500 and £23,300. The scope of our audit was  materiality as we set certain quantitative thresholds for performance materiality and use these thresholds as a consideration tool to help to determine the scope of our audit and the nature, timing and extent of our audit procedures  items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the  We determined component materiality for the parent company to be capped at below group materiality. This was also the case for group subsidiaries registered outside of the UK. For the lower risk UK-registered trading subsidiaries, 4% of those subsidiary’s net assets were used. Performance materiality was set in the range of 70-80% of each individual materiality. Our application of materiality   Materiality £711,200 (2021: £359,600) £710,000 (2021: £359,500) Basis for determining materiality 2% of net assets Capped below group materiality Rationale for benchmark applied The group’s principal activity of that of an exploration and mining operation and investment property holdings. To this end the business is highly asset focused. Therefore a benchmark for materiality of the NA’s of the group is considered to be appropriate. The parent company materiality has been capped at below group materiality. This was to address the aggregation risk in the group audit. Performance materiality £533,400 (2021: £269,700) £532,500 (2021: £269,600) Basis for determining performance materiality 75% of materiality Capped below group materiality Rationale for performance materiality applied On the basis of our risk assessments, together  control environment, our judgement was that performance materiality was 75% of our planning materiality. In assessing the appropriate level, we consider the nature, the number and impact of the audit differences  The parent company performance materiality has been capped at below group performance materiality. This was to address the aggregation risk in the group audit. Triviality threshold £35,560 (2021: £17,980) £35,500 (2021: £17,980) Basis for determining triviality threshold 5% of materiality Capped below group materiality 6161Bisichi PLC Independent auditor report to the shareholders of Bisichi Plc Coverage overview Group revenue  Group net assets Totals at 31 December 2022: £95,110,894 £38,013,787 £35,560,822 Full statutory audit (Kreston Reeves and BDO) £95,111,894 (100%) £37,924,360 (99.8%) £35,285,511 (99.2%) Limited procedures £Nil £89,427 (0.2%) £275,311 (0.8%) We tailored the scope of our audit to  work to be able to give an opinion on  taking into account the structure of the  accounting processes and controls, and the industry in which they operate. Our scoping considerations for the   above limited assurance audit work – which is to say the audit of balances and transactions material at a group level – was only applied in respect of a small element of the group. The below table summarises for the parent company, and its subsidiaries, in terms of the level of assurance gained: Group component Level of assurance Bisichi PLC  Mineral Products Limited  Bisichi (Properties) Limited  Bisichi Northampton Limited  Bisichi Mining (Exploration) Limited  Black Wattle Colliery (Pty) Limited Full statutory audit (BDO) Sisonke Coal Processing (Pty) Limited Full statutory audit (BDO) Black Wattle Klipfontein (Pty) Limited Full statutory audit (BDO) Bisichi Coal Mining (Pty) Limited Full statutory audit (BDO) All other group undertakings  62 Bisichi PLC Independent auditor report to the shareholders of Bisichi Plc Key audit matters Key audit matters are those matters that, in our professional judgment, were of    risks of material misstatement (whether  including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in  statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is  our audit. Revenue recognition: £95,110,894 (2021: £50,520,000)       generate cash.  coal and property rental income. Coal revenue is recognised when the customer has a legally binding obligation to settle under the terms of the contract.  on a straight-line basis over the term of the lease. How our audit addressed the key risk Sales of coal and coal processing services in the period were tested from the trigger point of the sale to the point of recognition    included in signed lease agreements. Again, the recognition stages detailed the relevant standards were carefully considered to ensure revenue recognised was in line with these. This substantive testing covered 100% of total property rental revenues.  comparison to our expectations. Expectations were based on  assessments based on our knowledge gained of the business. Cut-off of revenue was reviewed by analysing sales recorded  determining if the recognition applied was appropriate. Walkthrough testing was performed to ensure that key systems and controls in place around the revenue cycle operated as designed. The accuracy of revenue disclosures in the accounts were    15. Key observations communicated to the Risk and Audit Committee  6363Bisichi PLC Independent auditor report to the shareholders of Bisichi Plc Valuation/impairment of investment properties: £10,635,000 (2021: £10,700,000)  Investment properties comprise freehold and long leasehold land and buildings. Investment properties are carried at fair value in accordance with IAS 40. Investment properties are revalued annually by professional external surveyors and included in the balance sheet at their  values of assets are recognised in the consolidated income statement in the period to which they relate. In accordance with IAS 40, investment properties are not depreciated. The fair value of the head leases is the net present value of the current head rent payable on leasehold properties until the expiry of the lease. How our audit addressed the key risk  was considered, especially in relation to long leasehold land and buildings. External valuation reports were obtained and vouched to stated fair values. The competence and independence of the valuation experts was carefully considered to ensure that the reports they produce can be relied upon. The key assumptions made within these reports were reviewed and considered for reasonableness, including rental yield analysis. We have further performed our own separate impairment  present material impairment indicators. Key observations communicated to the Risk and Audit Committee  Valuation/impairment of mining reserves and development: £16,177,000 (2021: £8,896,000)  The purpose of mine development is to establish secure working conditions and infrastructure to allow the safe and  Depreciation on mine development costs is not charged until production commences or the assets are put to use. On commencement of full commercial production, depreciation is charged over the life of the associated mine reserves extractable using the asset on a unit of production basis. The unit of production calculation is based on tonnes mined as a ratio to proven and probable reserves and also includes future forecast capital expenditure. The cost recognised includes the recognition of any decommissioning assets related to mine development. How our audit addressed the key risk  considered to ensure capitalisation of costs to mine development under IAS 16 was appropriate. In considering impairment indicators, as governed by IAS 36,  variables were considered and stress-tested to assess headroom between modelling and the value of mine development. Consideration was given to the competence and independence of the technical expert involved with the production of historic technical reports on which the life of mine assessment is partially built. Depreciation of mine development was recalculated based on the unit of production basis to ensure accurately recorded. This basis was also considered for reasonableness by reference to the accounting policies of industry peers. The accuracy and appropriateness of mine development  the mine development accounting cycle observed and audited. Key observations communicated to the Risk and Audit Committee  statements. 64 Bisichi PLC Other information The other information comprises the information included in the annual report  our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our  not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is  statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the  on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Our opinion on the remuneration report  remuneration report set out on pages 40  ended 31 December 2022. The directors of the Company are responsible for the preparation and presentation of the  the Companies Act 2006. Kreston   based on our audit conducted in accordance with International Accounting   year, complies with the requirements of the Companies Act 2006. Our consideration of climate change related risks  climate change and the transition to a low  considered in our audit where they have the potential to directly or indirectly impact key judgements and estimates   assessment of the potential impacts of climate change. Climate risks have the potential to materially impact the key judgements and estimates within the  those risks that could be material to the key judgement and estimates in the assessment of the carrying value of non-current assets and closure and rehabilitation provisions. The key judgements and estimates  incorporate actions and strategies, to the extent they have been approved and can be reliably estimated in accordance with  Accordingly, our key audit matters address how we have assessed the  the extent they impact each key audit matter. Our audit procedures were performed with the involvement of our climate change and valuation specialists. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: •• the information given in the strategic report and the directors’ report for the  statements are prepared is consistent  •• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In the light of our knowledge and  company and its environment obtained in the course of the audit, we have not  strategic report or the directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: •• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or ••  statements are not in agreement with the accounting records and returns; or •• certain disclosures of directors’  made; or •• we have not received all the information and explanations we require for our audit Responsibilities of directors As explained more fully in the directors’ responsibilities statement (set out on page 57), the directors are responsible   they give a true and fair view, and for such internal control as the directors determine is necessary to enable the  are free from material misstatement, whether due to fraud or error.  directors are responsible for assessing the  continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors  parent company or to cease operations, or have no realistic alternative but to do so. Independent auditor report to the shareholders of Bisichi Plc 6565Bisichi PLC Independent auditor report to the shareholders of Bisichi Plc Auditor’s responsibilities for  statements Our objectives are to obtain reasonable  statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.  assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to   statements. Capability of the audit in detecting irregularities, including fraud Based on our understanding of the group and industry, and through discussion with the directors and other management (as required by auditing standards), we  non-compliance with laws and regulations related to health and safety, anti-bribery and employment law. We considered the extent to which non-compliance might  statements. We also considered those laws and regulations that have a direct  statements such as the Companies Act  and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management’s incentives and opportunities for fraudulent manipulation  risk of override of controls), and determined that the principal risks were related to: posting inappropriate journal entries to increase revenue or reduce expenditure, management bias in accounting estimates and judgemental  the valuation of investment properties. Audit procedures performed by the group engagement team and component auditors included: •• We obtained an understanding of the legal and regulatory frameworks that   are those that relate to the reporting framework and the relevant tax compliance regulations in the jurisdictions in which Bisichi PLC operates. In addition, we concluded  and regulations that may have an effect on the determination of the amounts  statements, mainly relating to health and safety, employee matters, bribery and corruption practices, environmental and certain aspects of company legislation recognising the regulated  and its legal form. •• Detailed discussions were held with management to identify any known or suspected instances of non- compliance with laws and regulations. •• Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect fraud. •• Challenging assumptions and judgements made by management in  including assessing the capabilities of the property valuers and discussing with the valuers how their valuations were calculated and the data and assumptions they have used to calculate these. •• Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud. •• management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business. •• charged with governance, reviewing internal audit reports and reviewing correspondence with relevant tax and regulatory authorities. •• Performing integrity testing to verify the legitimacy of banking records obtained from management. •• transactions and evaluation of the  supporting the transactions. •• Identifying and testing journal entries, in particular any manual entries made  preparation. •• We ensured our global audit team  has deep industry experience through working for many years on relevant audits, including experience of mining and investment property management. Our audit planning included considering external market factors, for example geopolitical risk, the potential impact of climate change, commodity price risk and major trends in the industry. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading  statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and  statements, as we will be less likely to become aware of instances of non- compliance. 66 Bisichi PLC Independent auditor report to the shareholders of Bisichi Plc As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: •• Identify and assess the risks of material  statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is  basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. •• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the  •• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. •• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast  parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related  or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or  parent company to cease to continue as a going concern. •• Evaluate the overall presentation,  statements, including the disclosures,  represent the underlying transactions and events in a manner that achieves fair presentation. ••  information of the entities or business   statements. We are responsible for the direction, supervision and performance  responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of   internal control that we identify during our audit. Other matters which we are required to address We were reappointed by the audit  statements. Our total uninterrupted period of engagement is 2 years, covering the years ended 31 December 2021 and 31 December 2022. The non-audit services prohibited by the  to the group or the parent company and we remain independent of the group and the parent company in conducting our audit. During the period under review, agreed upon procedures were completed in respect of a number of the group’s service charge accounts. Our audit opinion is consistent with the additional report to the audit committee. Use of our report This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Anne Dwyer BSc(Hons) FCA (Senior Statutory Auditor) For and on behalf of Kreston Reeves LLP Chartered Accountants Statutory Auditor London Date: 27 April 2023  68 Consolidated income statement 69  70 Consolidated balance sheet 72  73  74  82  108 Company balance sheet 109 Company statement of changes in equity 110 Company accounting policies 67Bisichi PLC 68 Bisichi PLC Financial statements Notes 2022 Trading £’000 2022 Revaluations and impairment £’000 2022 Total £’000 2021 Trading £’000 2021  and impairment £’000 2021 Total £’000 Group revenue 2 95, 111 - 95,111 50,520 - 50,520 Operating costs 3 (55, 7 48) - (55, 7 48) (45,492) - (45,492)  fair value adjustments and exchange movements 39,363 - 39,363 5,028 - 5,028 Depreciation 3 (1,093) - (1,093) (2,5 71) - (2,5 71)  adjustments and exchange movements 1 38,27 0 - 38,27 0 2,45 7 - 2,45 7 Exchange losses (27 0) - (270) (121) - (121)  investment properties 4 - (60) (60) - 255 255  - 1,036 1,036 - 812 812  1 38,000 976 38,97 6 2,336 1,06 7 3,403 Share of loss in joint ventures 13 - (89) (89) - (125) (125)  38,000 8 87 38,887 2,336 942 3,2 7 8 Interest receivable 1 74 - 1 74 22 - 22 Interest payable 7 (1,04 7) - (1,04 7) (7 99) - (7 99)  5 37 ,127 887 38,014 1,559 942 2,501 Taxation 8 (11,8 7 8) (30) (11,908) (453) (342) (7 95)  25,249 857 26,106 1, 106 600 1, 7 06 Attributable to: Equity holders of the company 16, 7 55 8 57 17 ,612 891 600 1,491 Non-controlling interest 27 8,494 - 8,494 215 - 215  25,249 8 57 26,106 1, 106 600 1,7 06  10 164.96p 13.96p  10 164.96p 13.94p   and losses within Joint Ventures. The total column represents the consolidated income statement presented in accordance with IAS 1. Consolidated income statement for the year ended 31 December 2022 Financial statements Bisichi PLC 69 Financial statements   for the year ended 31 December 2022 2022 £’000 2021 £’000  26, 106 1,7 06 Other comprehensive income/(expense): Items that may be subsequently recycled to the income statement: Exchange differences on translation of foreign operations (43) (60) Other comprehensive income for the year net of tax (43) (60) Total comprehensive income for the year net of tax 26,063 1,646 Attributable to: Equity shareholders 17 ,593 1,439 Non-controlling interest 8,4 70 2 07 26,063 1,646 70 Bisichi PLC Financial statements Notes 2022 £’000 2021 £’000 Assets Non-current assets Investment properties 11 10,635 10, 7 00 Mining reserves, plant and equipment 12 16,377 9,065 Investments in joint ventures accounted for using equity method 13 1,041 1, 130  13 12,590 3,631 Total non-current assets 40,643 24,526 Current assets Inventories 16 5, 199 1,253 Trade and other receivables 17 6,437 8,626 Investments in listed securities held at FVPL 18 886 685 Cash and cash equivalents 10,590 3,018 Total current assets 23, 112 13,582 Total assets 63, 7 55 38, 108 Liabilities Current liabilities Borrowings 20 (3, 795) (2,666) Trade and other payables 19 (13,282) (10,7 43) Current tax liabilities (4,256) (7 26) Total current liabilities (21,333) (14, 135) Non-current liabilities Borrowings 20 (3,930) (3,853) Provision for rehabilitation 21 (1, 715) (1,390) Lease liabilities 31 (344) (389) Deferred tax liabilities 23 (87 2) (506) Total non-current liabilities (6,861) (6, 138) Total liabilities (28, 194) (20,2 7 3) Net assets 35,561 17 ,835 Consolidated balance sheet at 31 December 2022 7171Bisichi PLC Financial statements Consolidated balance sheet A R Heller G J Casey Company Registration No. 112155 Director Director Notes 2022 £’000 2021 £’000 Equity Share capital 24 1,068 1,068 Share premium account 258 258 Translation reserve (2,559) (2,540) Other reserves 25 1,112 7 07   33,923 18,019 Total equity attributable to equity shareholders 33,802 17 ,512 Non-controlling interest 27 1, 7 59 323 Total equity 35,561 17 ,835  behalf by: 72 Bisichi PLC Financial statements Share capital £’000 Share Premium £’000 Translation reserves £’000 Other reserves £’000 Retained earnings £’000 Total £’000 Non- controlling interest £’000 Total equity £’000 Balance at 1 January 2021 1,068 258 (2,488) 707 16,528 16,073 116 16,189  - - - - 1,491 1,491 215 1, 706 Other comprehensive expense - - (52) - - (52) (8) (60) Total comprehensive expense for the year - - (52) - 1,491 1,439 2 07 1,646 Dividend (note 9) - - - - - - - - Balance at 1 January 2022 1,068 258 (2,540) 707 18,019 17 ,512 323 17 ,835  - - - - 17 ,612 17 ,612 8,494 26, 106 Other comprehensive income - - (19) - - (19) (24) (43) Total comprehensive income for the year - - (19) - 17 ,612 17 ,593 8,4 7 0 26,063 Dividend (note 9) - - - - (1, 708) (1, 7 08) (7 ,034) (8,7 42) Share options cancelled - - - (142) - (142) - (142) Share options issued - - - 5 47 - 5 47 - 5 47 Balance at 31 December 2022 1,068 258 (2,559) 1,112 33,923 33,802 1,7 59 35,561 Consolidated statement of changes  for the year ended 31 December 2022 7373Bisichi PLC Financial statements Year ended 31 December 2022 £’000 Year ended 31 December 2021 £’000   38,97 6 3,403 Adjustments for: Depreciation 1,093 2,5 71  60 (255) Share based payment expense 405 -  (1,036) (812) Exchange adjustments 270 121  39, 7 68 5,028 Change in inventories (4,009) 2, 105 Change in trade and other receivables 2,307 (1,900) Change in trade and other payables 1, 114 192 Cash generated from operations 39, 180 5,425 Interest received 1 75 22 Interest paid (7 28) (7 99) Income tax paid (7 ,929) (216)  30,698 4,432  Acquisition of reserves, property, motor vehicles, plant and equipment (8,480) (1, 7 81) Disposal of reserves, property, motor vehicles, plant and equipment 20 - Disposal of other investments 2,083 70 5 Acquisition of other investments (10,207) (1,630)  (16,584) (2, 7 06)  Borrowings drawn 524 46 Borrowings and lease liabilities repaid (55) (317) Equity dividends paid (641) - Minority dividends paid (7,034) -  (7 ,206) (271) Net increase in cash and cash equivalents 6,908 1,455 Cash and cash equivalents at 1 January 482 (1,0 78) Exchange adjustment (25) 105 Cash and cash equivalents at 31 December 7 ,365 482 Cash and cash equivalents at 31 December comprise: Cash and cash equivalents as presented in the balance sheet 10,590 3,018 Bank overdrafts (secured) (3,225) (2,536) 7 ,365 482  for the year ended 31 December 2022 74 Bisichi PLC Financial statements Basis of accounting The results for the year ended 31 December 2022 have been prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006. In applying the Group’s accounting policies and assessing areas of judgment and estimation materiality is applied as detailed on page 55 of the Audit Committee Report. The principal accounting policies are described below: The Group financial statements are presented in £ sterling and all values are rounded to the nearest thousand pounds (£000) except when otherwise stated. The functional currency for each entity in the Group, and for joint arrangements and associates, is the currency of the country in which the entity has been incorporated. Details of which country each entity has been incorporated can be found in note 15 for subsidiaries and note 14 for joint arrangements and associates. The exchange rates used in the accounts were as follows: Going concern The Group has prepared cash flow forecasts which demonstrate that the Group has sufficient resources to meet its liabilities as they fall due for at least the next 12 months from date of signing. In South Africa, a structured trade finance facility with Absa Bank Limited for R85million is held by Sisonke Coal Processing (Pty) Limited, a 100% subsidiary of Black Wattle Colliery (Pty) Limited. This facility comprises of a R85million revolving facility to cover the working capital requirements of the Group’s South African operations. The facility is renewable annually and is secured against inventory, debtors and cash that are held in the Group’s South African operations. The Directors do not foresee any reason why the facility will not continue to be renewed at the next renewal date, in line with prior periods and based on their banking relationships. The directors expect that coal market conditions for the Group’ will remain at a stable and profitable level through 2023. The directors therefore have a reasonable expectation that the mine will achieve positive levels of cash generation for the Group in 2023. As a consequence, the directors believe that the Group is well placed to manage its South African business risks successfully. In the UK, forecasts demonstrate that the Group has sufficient resources to meet its liabilities as they fall due for at least the next 12 months, from the approval of the financial statements, including those related to the Group’s UK Loan facility outlined below. The Group holds a 5 year term facility of £3.9m with Julian Hodge Bank Limited at an initial LTV of 40%. The loan is secured against the company’s UK retail property portfolio. The amount repayable on the loan at year end was £3.9million. The debt package has a five year term and is repayable at the end of the term in December 2024. The overall interest cost of the loan is 4.00% above the Bank of England base rate. All covenants on the loan were met during the year and the directors have a reasonable expectation that the Group has adequate financial resources at short notice, including cash and listed equity investments, to ensure the existing facility’s covenants are met on an ongoing basis. Dragon Retail Properties Limited (“Dragon”), the Group’s 50% owned joint venture, holds a Santander bank loan of £1.143million secured against its investment property, see note 14. The bank loan is secured by way of a first charge on specific freehold property at a value of £2.03 million. The interest cost of the loan is 2.75 per cent above the bank’s base rate. A refinancing of this loan is currently underway. The loan originally expired in September 2020, but has been extended to October 2023. Santander have indicated that they are willing to provide a new term loan and we expect to complete this in the near future. Group accounting policies for the year ended 31 December 2022 £1 Sterling: Rand £1 Sterling: Dollar 2022 2021 2022 2021 Year-end rate 20.5785 20.7672 1.2102 1.3706 Annual average 20.1929 20.4060 1.2967 1.3685 7575Bisichi PLC Financial statements Group accounting policies In 2022 a disconnect in global energy markets resulted in higher global energy prices. Although the volatility in global energy markets in 2023 is uncertain, the Directors at present do not foresee events having a significant negative impact on the Group’s UK and South African operations ability to remain in operation for the foreseeable future. As a result of the banking facilities held as well as the acceptable levels of cash expected to be held by the Group over the next 12 months, the Directors believe that the Group has adequate resources to continue in operational existence for the foreseeable future and that the Group is well placed to manage its business risks. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements. International Financial Reporting Standards (IFRS) The Group has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (“IASB”) that are relevant to its operations and effective for accounting periods beginning 1 January 2022. A number of new standards, amendments to standards and interpretations have been issued but are not yet effective for the Group. The Group has not adopted any Standards or Interpretations in advance of the required implementation dates. The application of these new standards, amendments and interpretations are not expected to have a significant impact on the Group’s income statement or balance sheet. We are committed to improving disclosure and transparency and will continue to work with our different stakeholders to ensure they understand the detail of these accounting changes. We continue to remain committed to a robust financial policy. Key judgements and estimates Areas where key estimates and judgements are considered to have a significant effect on the amounts recognised in the financial statements include: Life of mine and reserves The directors consider their judgements and estimates surrounding the life of the mine and its reserves to have significant effect on the amounts recognised in the financial statements and to be an area where the financial statements are subject to significant estimation uncertainty. The life of mine remaining is currently estimated at 7 years. This life of mine is based on the Group’s existing coal reserves including reserves acquired but subject to regulatory approval. The Group actively seeks and evaluates new opportunities to extend the life of its existing mining and processing operations in South Africa. The life of mine excludes future coal purchases and coal reserve acquisitions. The Group’s estimates of proven and probable reserves are prepared utilising the South African code for the reporting of exploration results, mineral resources and mineral reserves (the SAMREC code) and are subject to assessment by an independent Competent Person experienced in the field of coal geology and specifically opencast and pillar coal extraction. Estimates of coal reserves impact assessments of the carrying value of property, plant and equipment, depreciation calculations and rehabilitation and decommissioning provisions. There are numerous uncertainties inherent in estimating coal reserves and changes to these assumptions may result in restatement of reserves. These assumptions include geotechnical factors as well as economic factors such as commodity prices, production costs, coal demand outlook and yield. Depreciation, amortisation of mineral rights, mining development costs and plant & equipment The annual depreciation/amortisation charge is dependent on estimates, including coal reserves and the related life of mine, expected development expenditure for probable reserves, the allocation of certain assets to relevant ore reserves and estimates of residual values of the processing plant. The charge can fluctuate when there are significant changes in any of the factors or assumptions used, such as estimating mineral reserves which in turn affects the life of mine or the expected life of reserves. Estimates of proven and probable reserves are prepared by an independent Competent Person. Assessments of depreciation/ amortisation rates against the estimated reserve base are performed regularly. Details of the depreciation/amortisation charge can be found in note 12. Provision for mining rehabilitation including restoration and de- commissioning costs A provision for future rehabilitation including restoration and decommissioning costs requires estimates and assumptions to be made around the relevant regulatory framework, the timing, extent and costs of the rehabilitation activities and of the risk free rates used to determine the present value of the future cash outflows. The provisions, including the estimates and assumptions contained therein, are reviewed regularly by management. The Group annually engages an independent expert to assess the cost of restoration and final decommissioning as part of management’s assessment of the provision. Details of the provision for mining rehabilitation can be found in note 21. 76 Bisichi PLC Financial statements Group accounting policies Impairment Property, plant and equipment representing the Group’s mining assets in South Africa are reviewed for impairment when there are indicators of impairment. The impairment test is performed using the approved Life of Mine plan and those future cash flow estimates are discounted using asset specific discount rates and are based on expectations about future operations. The impairment test requires estimates about production and sales volumes, commodity prices, proven and probable reserves (as assessed by the Competent Person), operating costs and capital expenditures necessary to extract reserves in the approved Life of Mine plan. Changes in such estimates could impact recoverable values of these assets. Details of the carrying value of property, plant and equipment can be found in note 12. The impairment test indicated significant headroom as at 31 December 2022 and therefore no impairment is considered appropriate. The key assumptions include: coal prices, including domestic coal prices based on recent pricing and assessment of market forecasts for export coal; production based on proven and probable reserves assessed by the independent Competent Person and yields associated with mining areas based on assessments by the Competent Person and empirical data. An 28% reduction in average forecast coal prices or a 31% reduction in yield would give rise to a breakeven scenario. However, the directors consider the forecasted yield levels and pricing to be appropriate and supportable best estimates. Fair value measurements of investment properties An assessment of the fair value of investment properties, is required to be performed. In such instances, fair value measurements are estimated based on the amounts for which the assets and liabilities could be exchanged between market participants. To the extent possible, the assumptions and inputs used take into account externally verifiable inputs. However, such information is by nature subject to uncertainty. The fair value of investment property is set out in note 11, whilst the carrying value of investments in joint ventures which themselves include investment property held at fair value by the joint venture is set out at note 13. Measurement of development property The development property included within the Group’s joint venture investment in West Ealing Projects limited is considered by Management to fall outside the scope of investment property. A property intended for sale in the ordinary course of business or in the process of construction or development for such sale, for example, property acquired exclusively with a view to subsequent disposal in the near future or for development and resale is expected to be recorded under the accounting standard of IAS 2 Inventories. The directors have discussed the commercial approach with the directors of the underlying joint venture and the current plan is to sell or to complete the development and sell. The Directors therefore consider the key judgement of accounting treatment of the property development under IAS 2 Inventories to be correct. IAS 2 Inventories require the capitalised costs to be held at the lower of cost or net realisable value. At 31 December 2022, the costs capitalised within the development based on a director’s appraisal for the property estimated the net realisable value at a surplus over the cost for the development. The directors have reviewed the underlying inputs and key assumptions made in the appraisal and consider them adequate. However, such information is by nature subject to uncertainty. The cost of the development property is set out in note 14. Basis of consolidation The Group accounts incorporate the accounts of Bisichi PLC and all of its subsidiary undertakings, together with the Group’s share of the results of its joint ventures. Non-controlling interests in subsidiaries are presented separately from the equity attributable to equity owners of the parent company. On acquisition of a non-wholly owned subsidiary, the non-controlling shareholders’ interests are initially measured at the non-controlling interests’ proportionate share of the fair value of the subsidiaries net assets. Thereafter, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non- controlling interests’ share of subsequent changes in equity. For subsequent changes in ownership in a subsidiary that do not result in a loss of control, the consideration paid or received is recognised entirely in equi ty. 7777Bisichi PLC Financial statements Group accounting policies The definition of control assumes the simultaneous fulfilment of the following three criteria: •• The parent company holds decision- making power over the relevant activities of the investee, •• The parent company has rights to variable returns from the investee, and •• The parent company can use its decision-making power to affect the variable returns. Investees are analysed for their relevant activities and variable returns, and the link between the variable returns and the extent to which their relevant activities could be influenced in order to ensure the definition is correctly applied. Revenue The Group’s revenue from contracts with customers, as defined under IFRS 15, includes coal revenue and service charge income. Coal revenue is derived principally from export revenue and domestic revenue. Both export revenue and domestic revenue is recognised when the customer has a legally binding obligation to settle under the terms of the contract when the performance obligations have been satisfied, which is once control of the goods has transferred to the buyer at the delivery point. For export revenue this is generally recognised when the product is delivered to the export terminal location specified in the customer contract, at which point control of the goods have been transferred to the customer. For domestic coal revenues this is generally recognised on collection by the customer from the mine or from the mine’s rail siding when loaded into transport, where the customer pays the transportation costs. Fulfilment costs to satisfy the performance obligations of coal revenues such as transport and loading costs borne by the Group from the mine to the delivery point are recoded in operating costs. Coal revenue is measured based on consideration specified in the contract with a customer on a per metric tonne basis. Both export and domestic contracts are typically on a specified coal volume basis and less than a year in duration. Export contracts are typically linked to the price of Free on Board (FOB) Coal from Richards Bay Coal Terminal (API4 price). Domestic contracts are typically linked to a contractual price agreed. Service charges recoverable from tenants are recognised over time as the service is rendered. Lease property rental income, as defined under IFRS 16, is recognised in the Group income statement on a straight-line basis over the term of the lease. This includes the effect of lease incentives. Expenditure Expenditure is recognised in respect of goods and services received. Where coal is purchased from third parties at point of extraction the expenditure is only recognised when the coal is extracted and all of the significant risks and rewards of ownership have been transferred. Investment properties Investment properties comprise freehold and long leasehold land and buildings. Investment properties are carried at fair value in accordance with IAS 40 ‘Investment Properties’. Properties are recognised as investment properties when held for long-term rental yields, and after consideration has been given to a number of factors including length of lease, quality of tenant and covenant, value of lease, management intention for future use of property, planning consents and percentage of property leased. Investment properties are revalued annually by professional external surveyors and included in the balance sheet at their fair value. Gains or losses arising from changes in the fair values of assets are recognised in the consolidated income statement in the period to which they relate. In accordance with IAS 40, investment properties are not depreciated. The fair value of the head leases is the net present value of the current head rent payable on leasehold properties until the expiry of the lease. Mining reserves, plant and equipment and development cost The cost of property, plant and equipment comprises its purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in accordance with agreed specifications. Freehold land included within mining reserves is not depreciated. Other property, plant and equipment is stated at historical cost less accumulated depreciation. The cost recognised includes the recognition of any decommissioning assets related to property, plant and equipment. The purpose of mine development is to establish secure working conditions and infrastructure to allow the safe and efficient extraction of recoverable reserves. Depreciation on mine development costs is not charged until production commences or the assets are put to use. On commencement of full commercial production, depreciation is charged over the life of the associated mine reserves extractable using the asset on a unit of production basis. The unit of production calculation is based on tonnes mined as a ratio to proven and probable reserves and also includes future forecast capital expenditure. The cost recognised includes the recognition of any decommissioning assets related to mine development. 78 Bisichi PLC Financial statements Group accounting policies Post production stripping In surface mining operations, the Group may find it necessary to remove waste materials to gain access to coal reserves prior to and after production commences. Prior to production commencing, stripping costs are capitalised until the point where the overburden has been removed and access to the coal seam commences. Subsequent to production, waste stripping continues as part of extraction process as a mining production activity. There are two benefits accruing to the Group from stripping activity during the production phase: extraction of coal that can be used to produce inventory and improved access to further quantities of material that will be mined in future periods. Economic coal extracted is accounted for as inventory. The production stripping costs relating to improved access to further quantities in future periods are capitalised as a stripping activity asset, if and only if, all of the following are met: •• it is probable that the future economic benefit associated with the stripping activity will flow to the Group; ••  the Group can identify the component of the ore body for which access has been improved; and •• the costs relating to the stripping activity associated with that component or components can be measured reliably. In determining the relevant component of the coal reserve for which access is improved, the Group componentises its mine into geographically distinct sections or phases to which the stripping activities being undertaken within that component are allocated. Such phases are determined based on assessment of factors such as geology and mine planning. The Group depreciates deferred costs capitalised as stripping assets on a unit of production method, with reference the tons mined and reserve of the relevant ore body component or phase. The cost is recognised within Mine development costs within the balance sheet. Other assets and depreciation The cost, less estimated residual value, of other property, plant and equipment is written off on a straight-line basis over the asset’s expected useful life. This includes the washing plant and other key surface infrastructure. Residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. Changes to the estimated residual values or useful lives are accounted for prospectively. Heavy surface mining and other plant and equipment is depreciated at varying rates depending upon its expected usage. The depreciation rates generally applied are: Mining equipment 5 – 10 per cent per annum of the earlier of its useful life or the life of the mine Motor vehicles 25 – 33 per cent per annum Office equipment 10 – 33 per cent per annum Provisions and contingent liabilities Provisions are recognised when the Group has a present obligation as a result of a past event which it is probable will result in an outflow of economic benefits that can be reliably estimated. A provision for rehabilitation of the mine is initially recorded at present value and the discounting effect is unwound over time as a finance cost. Changes to the provision as a result of changes in estimates are recorded as an increase / decrease in the provision and associated decommissioning asset. The decommissioning asset is depreciated in line with the Group’s depreciation policy over the life of mine. The provision includes the restoration of the underground, opencast, surface operations and de-commissioning of plant and equipment. The timing and final cost of the rehabilitation is uncertain and will depend on the duration of the mine life and the quantities of coal extracted from the reserves. Management exercises judgment in measuring the Group’s exposures to contingent liabilities through assessing the likelihood that a potential claim or liability will arise and where possible in quantifying the possible range of financial outcomes. Where there is a dispute and where a reliable estimate of the potential liability cannot be made, or where the Group, based on legal advice, considers that it is improbable that there will be an outflow of economic resources, no provision is recognised. 7979Bisichi PLC Financial statements Group accounting policies Employee benefits Share based remuneration The company operates a share option scheme. The fair value of the share option scheme is determined at the date of grant. This fair value is then expensed on a straight-line basis over the vesting period, based on an estimate of the number of shares that will eventually vest. The fair value of options granted is calculated using a binomial or Black- Scholes-Merton model. Payments made to employees on the cancellation or settlement of options granted are accounted for as the repurchase of an equity interest, i.e. as a deduction from equity. Details of the share options in issue are disclosed in the Directors’ Remuneration Report on page 41 under the heading Share option schemes which is within the audited part of that report. Pensions The Group operates a defined contribution pension scheme. The contributions payable to the scheme are expensed in the period to which they relate. Foreign currencies Monetary assets and liabilities are translated at year end exchange rates and the resulting exchange rate differences are included in the consolidated income statement within the results of operating activities if arising from trading activities, including inter- company trading balances and within finance cost/income if arising from financing. For consolidation purposes, income and expense items are included in the consolidated income statement at average rates, and assets and liabilities are translated at year end exchange rates. Translation differences arising on consolidation are recognised in other comprehensive income. Foreign exchange differences on intercompany loans are recorded in other comprehensive income when the loans are not considered as trading balances and are not expected to be repaid in the foreseeable future. Where foreign operations are disposed of, the cumulative exchange differences of that foreign operation are recognised in the consolidated income statement when the gain or loss on disposal is recognised. Transactions in foreign currencies are translated at the exchange rate ruling on the transaction date. Financial instruments Financial assets and financial liabilities are recognised in the Group’s consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument. Financial assets Financial assets are classified as either financial assets at amortised cost, at fair value through other comprehensive income (“FVTOCI”) or at fair value through profit or loss (“FVPL”) depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset. A loss allowance for expected credit losses is determined for all financial assets, other than those at FVPL, at the end of each reporting period. The Group applies a simplified approach to measure the credit loss allowance for trade receivables using the lifetime expected credit loss provision. The lifetime expected credit loss is evaluated for each trade receivable taking into account payment history, payments made subsequent to year end and prior to reporting, past default experience and the impact of any other relevant and current observable data. The Group applies a general approach on all other receivables classified as financial assets. The general approach recognises lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. The Group derecognises financial liabilities when the Group’s obligations are discharged, cancelled or have expired. 80 Bisichi PLC Financial statements Group accounting policies Bank loans and overdrafts Bank loans and overdrafts are included as financial liabilities on the Group balance sheet at the amounts drawn on the particular facilities net of the unamortised cost of financing. Interest payable on those facilities is expensed as finance cost in the period to which it relates. Lease liabilities For any new contracts entered into the Group considers whether a contract is, or contains a lease. A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration’. To apply this definition the Group assesses whether the contract contains an identified asset and has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use. At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet. Right-of-use assets, excluding property head leases, have been included in property, plant and equipment and are measured at cost, which is made up of the initial measurement of the lease liability and any initial direct costs incurred by the Group. The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group’s incremental borrowing rate. Liabilities relating to short term leases are included within trade and other payables. Lease payments included in the measurement of the lease liability are made up of fixed payments and variable payments based on an index or rate, initially measured using the index or rate at the commencement date. Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is re-measured to reflect any reassessment or modification. When the lease liability is re-measured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero. Lease liabilities that arise for investment properties held under a leasehold interest and accounted for as investment property are initially calculated as the present value of the minimum lease payments, reducing in subsequent reporting periods by the apportionment of payments to the lessor. The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients available in IFRS 16. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term. Investments Current financial asset investments and other investments classified as non- current (“The investments”) comprise of shares in listed companies. The investments are measured at fair value. Any changes in fair value are recognised in the profit or loss account and accumulated in retained earnings. Trade receivables Trade receivables are accounted for at amortised cost. Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate expected credit loss allowances for estimated recoverable amounts as the interest that would be recognised from discounting future cash payments over the short payment period is not considered to be material. Trade payables Trade payables cost are not interest bearing and are stated at their nominal value, as the interest that would be recognised from discounting future cash payments over the short payment period is not considered to be material. Other financial assets and liabilities The Group’s other financial assets and liabilities not disclosed above are accounted for at amortised cost. Joint ventures Investments in joint ventures, being those entities over whose activities the Group has joint control, as established by contractual agreement, are included at cost together with the Group’s share of post-acquisition reserves, on an equity basis. Dividends received are credited against the investment. Joint control is the contractually agreed sharing of control over an arrangement, which exists only when decisions about relevant strategic and/or key operating decisions require unanimous consent of the parties sharing control. Control over the arrangement is assessed by the Group in accordance with the definition of control under IFRS 10. Loans to joint ventures are classified as non-current assets when they are not expected to be received in the normal working capital cycle. Trading receivables and payables to joint ventures are classified as current assets and liabilities. 8181Bisichi PLC Financial statements Group accounting policies Inventories Inventories are stated at the lower of cost and net realisable value. Cost includes materials, direct labour and overheads relevant to the stage of production. Cost is determined using the weighted average method. Net realisable value is based on estimated selling price less all further costs of completion and all relevant marketing, selling and distribution costs. Impairment Whenever events or changes in circumstance indicate that the carrying amount of an asset may not be recoverable an asset is reviewed for impairment. This includes mining reserves, plant and equipment and net investments in joint ventures. A review involves determining whether the carrying amounts are in excess of their recoverable amounts. An asset’s recoverable amount is determined as the higher of its fair value less costs of disposal and its value in use. Such reviews are undertaken on an asset-by- asset basis, except where assets do not generate cash flows independent of other assets, in which case the review is undertaken on a cash generating unit basis. If the carrying amount of an asset exceeds its recoverable amount an asset’s carrying value is written down to its estimated recoverable amount (being the higher of the fair value less cost to sell and value in use) if that is less than the asset’s carrying amount. Any change in carrying value is recognised in the comprehensive income statement. Deferred tax Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the tax computations, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. In respect of the deferred tax on the revaluation surplus, this is calculated on the basis of the chargeable gains that would crystallise on the sale of the investment portfolio as at the reporting date. The calculation takes account of indexation on the historical cost of the properties and any available capital losses. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the Group income statement, except when it relates to items charged or credited directly to other comprehensive income, in which case it is also dealt with in other comprehensive income. Dividends Dividends payable on the ordinary share capital are recognised as a liability in the period in which they are approved. Cash and cash equivalents Cash comprises cash in hand and on-demand deposits. Cash and cash equivalents comprises short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and original maturities of three months or less. The cash and cash equivalents shown in the cashflow statement are stated net of bank overdrafts that are repayable on demand as per IAS 7. This includes the structured trade finance facility held in South Africa as detailed in note 22. These facilities are considered to form an integral part of the treasury management of the Group and can fluctuate from positive to negative balances during the period. Segmental reporting For management reporting purposes, the Group is organised into business segments distinguishable by economic activity. The Group’s material business segments are mining activities and investment properties. These business segments are subject to risks and returns that are different from those of other business segments and are the primary basis on which the Group reports its segment information. This is consistent with the way the Group is managed and with the format of the Group’s internal financial reporting. Significant revenue from transactions with any individual customer, which makes up 10 percent or more of the total revenue of the Group, is separately disclosed within each segment. All coal exports are sales to coal traders at Richard Bay’s terminal in South Africa with the risks and rewards passing to the coal trader at the terminal. Whilst the coal traders will ultimately sell the coal on the international markets the Company has no visibility over the ultimate destination of the coal. Accordingly, the export sales are recorded as South African revenue. 82 Bisichi PLC Financial statements 1. SEGMENTAL REPORTING 2022 Business analysis Mining £’000 Property £’000 Other £’000 Total £’000 Significant revenue customer A 57,381 - - 57,381 Significant revenue customer B 29,934 - - 29,934 Significant revenue customer C 2,167 - - 2,167 Other revenue 3,931 1,108 590 5,629 Segment revenue 93,413 1,108 590 95,111 Operating profit before fair value adjustments & exchange movements 37,033 652 585 38,270 Revaluation of investments & exchange movements (270) (60) 1,036 706 Operating profit and segment result 36,763 592 1,621 38,976 Segment assets 25,911 12,682 13,478 52,071 Unallocated assets – Non-current assets 53 – Cash & cash equivalents 10,590 Total assets excluding investment in joint ventures and assets held for sale 62,714 Segment liabilities (17,928) (2,536) (5) (20,469) Borrowings (3,845) (3,880) - (7,725) Total liabilities (21,773) (6,416) (5) (28,194) Net assets 34,520 Non segmental assets – Investment in joint ventures 1,041 Net assets as per balance sheet 35,561 Geographic analysis United Kingdom £’000 South Africa £’000 Total £’000 Revenue 1,698 93,413 95,111 Operating (loss)/profit and segment result (3,696) 42,672 38,976 Depreciation (41) (1,052) (1,093) Non-current assets excluding investments 10,688 16,324 27,012 Total net assets 28,285 7, 276 35,561 Capital expenditure 46 8,434 8,480 Notes to the financial statements for the year ended 31 December 2022 8383Bisichi PLC Financial statements Notes to the financial statements 1. SEGMENTAL REPORTING CONTINUED 2021 Business analysis Mining £’000 Property £’000 Other £’000 Total £’000 Significant revenue customer A 23,206 - - 23,206 Significant revenue customer B 12,656 - - 12,656 Significant revenue customer C 6,169 - - 6,169 Other revenue 7,195 1,119 175 8,489 Segment revenue 49,226 1,119 175 50,520 Operating profit before fair value adjustments & exchange movements 1,695 592 170 2,457 Revaluation of investments & exchange movements (121) 255 812 946 Operating profit and segment result 1,574 847 982 3,403 Segment assets 17,350 12,242 4,319 33,911 Unallocated assets – Non-current assets 48 – Cash & cash equivalents 3,018 Total assets excluding investment in joint ventures and assets held for sale 36,977 Segment liabilities (12,227) (1,522) (5) (13,754) Borrowings (2,680) (3,839) - (6,519) Total liabilities (14,907) (5,361) (5) (20,273) Net assets 16,704 Non segmental assets – Investment in joint ventures 1,131 Net assets as per balance sheet 17,835 Geographic analysis United Kingdom £’000 South Africa £’000 Total £’000 Revenue 1,294 49,222 50,516 Operating profit and segment result 687 2,716 3,403 Depreciation (32) (2,539) (2,571) Non-current assets excluding investments 10,748 9,018 19,766 Total net assets 14,400 3,435 17,835 Capital expenditure 35 1,781 1,816 84 Bisichi PLC Financial statements Notes to the financial statements 2. REVENUE 2022 £’000 2021 £’000 Revenue from contracts with customers: Coal sales and processing 93,413 49,226 Service charges recoverable from tenants 98 130 Other: Rental income 1,010 989 Other revenue 590 175 Revenue 95,111 50,520 Segmental mining revenue is derived principally from coal sales and is recognised once the control of the goods has transferred from the Group to the buyer. Segmental property revenue is derived from rental income and service charges recoverable from tenants. This is consistent with the revenue information disclosed for each reportable segment (see note 1). Rental income is recognised on a straight-line basis over the term of the lease. Service charges recoverable from tenants are recognised over time as the service is rendered. Revenue is measured based on the consideration specified in the contract with the customer or tenant. 3. OPERATING COSTS 2022 £’000 2021 £’000 Mining 43,209 38,008 Property 269 400 Cost of sales 43,478 38,408 Administration 13,363 9,655 Operating costs 56,841 48,063 The direct property costs are: Direct property expense 250 351 Bad debts 19 49 269 400 Operating costs above include depreciation of £1,093,000 (2021: £2,571,000). 4. (LOSS)/GAIN ON REVALUATION OF INVESTMENT PROPERTIES The reconciliation of the investment (deficit)/surplus to the gain on revaluation of investment properties in the income statement is set out below: 2022 £’000 2021 £’000 Investment (deficit)/surplus (60) 255 Loss on valuation movement in respect of head lease payments (5) (26) (Loss)/Gain on revaluation of investment properties (65) 229 8585Bisichi PLC Financial statements Notes to the financial statements 5. PROFIT BEFORE TAXATION Profit before taxation is arrived at after charging: 2022 £’000 2021 £’000 Staff costs (see note 29) 11,991 7,491 Depreciation 1,093 2,571 Exchange loss (270) (121) Fees payable to the company’s auditor for the audit of the company’s annual accounts 50 51 Fees payable to the company’s auditor and its associates for other services: The audit of the company’s subsidiaries pursuant to legislation 43 37 Audit related services - - Non-audit related services - -  (Increase)/Decrease in value of Inventory (4,009) 2,105 The directors consider the auditors were best placed to provide the above non-audit and audit related services which refer to regulatory matters. The audit committee reviews the nature and extent of non-audit services to ensure that independence is maintained. 6. DIRECTORS’ EMOLUMENTS Directors’ emoluments are shown in the Directors’ remuneration report on page 40 which is within the audited part of that report. 7. INTEREST PAYABLE 2022 £’000 2021 £’000 On bank overdrafts and bank loans 507 554 Unwinding of discount 319 - Lease liabilities 25 29 Other interest payable 196 216 Interest payable 1,047 799 86 Bisichi PLC Financial statements Notes to the financial statements 8. TAXATION 2022 £’000 2021 £’000 (a) Based on the results for the year: Current tax - UK - - Current tax - Overseas 11,520 750 Corporation tax - adjustment in respect of prior year – UK - - Current tax 11,520 750 Deferred tax 388 45 Total tax in income statement charge 11,908 795 (b) Factors affecting tax charge for the year: The corporation tax assessed for the year is different from that at the standard rate of corporation tax in the United Kingdom of 19.00% (2021: 19%). The differences are explained below: Profit/ Loss on ordinary activities before taxation 38,014 2,501 Tax on profit/ loss on ordinary activities at 19.00% (2021: 19.00%) 7,223 475 Effects of: Expenses not deductible for tax purposes 280 49 Capital gains(losses) on disposal 14 20 Differences in tax rates to UK Tax rate 4,491 260 Other differences (100) (9) Adjustment in respect of prior years - - Total tax in income statement (credit) / charge 11,908 795 (c) Analysis of United Kingdom and overseas tax: United Kingdom tax included in above: Current tax - - Deferred tax (937) 152 (937) 152 Overseas tax included in above: Current tax 11,520 750 Adjustment in respect of prior years - - Current tax 11,520 750 Deferred tax 1,325 (107) 12,845 643 Overseas tax is derived from the Group’s South African mining operation. Refer to note 1 for a report on the Groups’ mining and South African segmental reporting. The adjustment to tax rate arises due to the deferred tax rate used in the UK for the year of 25% (2021: 25%) and the corporation tax rate assessed in South Africa for the year of 28% (2021: 28%) being different from the corporation tax rate in the UK. 8787Bisichi PLC Financial statements Notes to the financial statements 9. SHAREHOLDER DIVIDENDS 2022 Per share 2022 £’000 2021 Per share 2021 £’000 Dividends paid during the year relating to the prior period 6p 641 - - Dividends relating to the current period: Interim dividend 10p 1,067 - - Proposed final dividend 4p 427 4p 427 Proposed special dividend 8p 854 2p 214 22p 2,348 6p 641 The interim dividend for 2022 was approved by the Board on 30th August 2022, paid on 3rd February 2023 and accounted for as payable as at 31 December 2022. The total dividends to shareholders accounted during the year of £1,708,000 (2021: £Nil) comprise of dividends paid during the year relating to the prior period of £641,000 (2021: £Nil) and the interim dividend of £1,067,000 (£Nil). The final and special dividends for 2022 are not accounted for until they have been approved at the Annual General Meeting. 10. PROFIT AND DILUTED PROFIT PER SHARE Both the basic and diluted profit per share calculations are based on a profit after tax attributable to equity holders of the company of £17,612,000 (2021: £1,491,000). The basic profit/(loss) per share has been calculated on a weighted average of 10,676,839 (2021: 10,676,839) ordinary shares being in issue during the period. The diluted profit per share has been calculated on the weighted average number of shares in issue of 10,676,839 (2021: 10,676,839) plus the dilutive potential ordinary shares arising from share options of nil (2021: 21,923) totalling 10,676,839 (2021: 10,698,762). 11. INVESTMENT PROPERTIES Freehold £’000 Long Leasehold £’000 Head Lease £’000 Total £’000 Valuation at 1 January 2022 8,230 2,295 175 10,700 Revaluation 40 (100) (5) (65) Valuation at 31 December 2022 8,270 2,195 170 10,635 Valuation at 1 January 2021 7, 8 75 2,395 201 10,471 Revaluation 355 (100) (26) 229 Valuation at 31 December 2021 8,230 2,295 175 10,700 Historical cost At 31 December 2022 5,851 728 - 6,579 At 31 December 2021 5,851 728 - 6,579 Long leasehold properties are those for which the unexpired term at the balance sheet date is not less than 50 years. All investment properties are held for use in operating leases and all properties generated rental income during the period. Freehold and Long Leasehold properties were externally professionally valued at 31 December on an open market basis by: 2022 £’000 2021 £’000 Carter Towler 10,465 10,525 The valuations were carried out in accordance with the Statements of Asset Valuation and Guidance Notes published by The Royal Institution of Chartered Surveyors. 88 Bisichi PLC Financial statements Notes to the financial statements 11. INVESTMENT PROPERTIES CONTINUED Each year external valuers are appointed by the Executive Directors on behalf of the Board. The valuers are selected based upon their knowledge, independence and reputation for valuing assets such as those held by the Group. Valuations are performed annually and are performed consistently across all investment properties in the Group’s portfolio. At each reporting date appropriately qualified employees of the Group verify all significant inputs and review the computational outputs. Valuers submit their report to the Board on the outcome of each valuation round. Valuations take into account tenure, lease terms and structural condition. The inputs underlying the valuations include market rent or business profitability, likely incentives offered to tenants, forecast growth rates, yields, EBITDA, discount rates, construction costs including any specific site costs (for example section 106), professional fees, developer’s profit including contingencies, planning and construction timelines, lease regear costs, planning risk and sales prices based on known market transactions for similar properties to those being valued. Valuations are based on what is determined to be the highest and best use. When considering the highest and best use a valuer will consider, on a property by property basis, its actual and potential uses which are physically, legally and financially viable. Where the highest and best use differs from the existing use, the valuer will consider the cost and likelihood of achieving and implanting this change in arriving at its valuation. There are often restrictions on Freehold and Leasehold property which could have a material impact on the realisation of these assets. The most significant of these occur when planning permission or lease extension and renegotiation of use are required or when a credit facility is in place. These restrictions are factored in the property’s valuation by the external valuer. IFRS 13 sets out a valuation hierarchy for assets and liabilities measured at fair value as follows: Level 1: valuation based on inputs on quoted market prices in active markets Level 2: valuation based on inputs other than quoted prices included within level 1 that maximise the use of observable data directly or from market prices or indirectly derived from market prices. Level 3:  where one or more significant inputs to valuations are not based on observable market data The inter-relationship between key unobservable inputs and the Groups’ properties is detailed in the table below: Class of property Level 3 Valuation technique Key unobservable inputs Carrying/ fair value 2022 £’000 Carrying/ fair value 2021 £’000 Range (weighted average) 2022 Range (weighted average) 2021 Freehold – external valuation Income capitalisation Estimated rental value per sq ft p.a 8,270 8,230 £4 – £29 (£21) £6 – £29 (£21) Equivalent Yield 8.9% – 15.8% (11.4%) 8.9% – 14.7% (11.2%) Long leasehold – external valuation Income capitalisation Estimated rental value per sq ft p.a 2,195 2,295 £8 – £8 (£8) £9 – £9 (£9) Equivalent yield 9.8% – 9.8% (9.8%) 9.8% – 9.8% (9.8%) At 31 December 2022 10,465 10,525 There are interrelationships between all these inputs as they are determined by market conditions. The existence of an increase in more than one input would be to magnify the input on the valuation. The impact on the valuation will be mitigated by the interrelationship of two inputs in opposite directions, for example, an increase in rent may be offset by an increase in yield. 8989Bisichi PLC Financial statements Notes to the financial statements 11. INVESTMENT PROPERTIES CONTINUED The table below illustrates the impact of changes in key unobservable inputs on the carrying / fair value of the Group’s properties: Estimated rental value 10% increase or decrease Equivalent yield 25 basis point contraction or expansion 2022 £’000 2021 £’000 2022 £’000 2021 £’000 Freehold – external valuation 827 / (827) 823 / (823) 205 / (195) 203 / (193) Long Leasehold – external valuation 220 / (220) 230 / (230) 57 / (55) 60 / (57) 12. MINING RESERVES, PLANT AND EQUIPMENT Mining reserves £’000 Mining equipment and develop- ment costs £’000 Motor vehicles £’000 Office equipment £’000 Total £’000 Cost at 1 January 2022 1,097 29,063 396 179 30,735 Exchange adjustment (13) 134 3 1 125 Additions 1,248 7, 1 17 55 60 8,480 Disposals - (23) (69) (72) (164) Cost at 31 December 2022 2,332 36,291 385 168 39,176 Accumulated depreciation at 1 January 2022 1,089 20,167 264 150 21,670 Exchange adjustment 10 166 3 1 180 Charge for the year - 1,037 38 18 1,093 Disposals - (23) (49) (72) (144) Accumulated depreciation at 31 December 2022 1,099 21,347 256 97 22,799 Net book value at 31 December 2022 1,233 14,944 129 71 16,377 Cost at 1 January 2021 1,138 28,371 372 174 30,055 Exchange adjustment (41) (1,059) (11) (4) (1,115) Additions - 1,772 35 9 1,816 Disposals - (21) - - (21) Cost at 31 December 2021 1,097 29,063 396 179 30,735 Accumulated depreciation at 1 January 2021 1,123 18,399 215 144 19,881 Exchange adjustment (41) (710) (7) (3) (761) Charge for the year 7 2,499 56 9 2,571 Disposals - (21) - - (21) Accumulated depreciation at 31 December 2021 1,089 20,167 264 150 21,670 Net book value at 31 December 2021 8 8,896 132 29 9,065 90 Bisichi PLC Financial statements Notes to the financial statements 12. MINING RESERVES, PLANT AND EQUIPMENT CONTINUED Included in the above line items are right-of-use assets over the following: Mining Equipment and develop- ment costs £’000 Motor vehicles £’000 Total £’000 Net book value at 1 January 2022 219 48 267 Additions - - - Exchange adjustment 5 - 5 Depreciation (38) (27) (65) Net book value at 31 December 2022 186 21 207 Net book value at 1 January 2021 263 45 308 Additions - 35 35 Exchange adjustment (6) - (6) Depreciation (38) (32) (70) Net book value at 31 December 2021 219 48 267 13. INVESTMENTS HELD AS NON-CURRENT ASSETS 2022 Net investment in joint ventures assets £’000 2022 Other £’000 2021 Net investment in joint ventures assets £’000 2021 Other £’000 At 1 January 1,130 3,631 1,255 1,746 Gain in investment - 718 - 701 Additions - 9,758 - 1,630 Disposals - (1,517) - (446) Share of (loss)/gain in joint ventures (89) - (125) - Net assets at 31 December 1,041 12,590 1,130 3,631 Other investments comprise of the following: 2022 £’000 2021 £’000 Net book value of unquoted investments - - Net book and market value of readily realisable investments listed on stock exchanges in the United Kingdom 6,782 1,564 Net book and market value of readily realisable investments listed on overseas stock exchanges 5,808 2,067 12,590 3,631 9191Bisichi PLC Financial statements Notes to the financial statements 14. JOINT VENTURES Development Physics Limited The company owns a third of the issued share capital of Development Physics Limited, an unlisted property development company. At year end, the negative carrying value of the investment held by the Group was £14,000 (2021: £3,000). The remaining two thirds is held equally by London & Associated Properties PLC and Metroprop Real Estate Ltd. Development Physics Limited is incorporated in England and Wales and its registered address is 12 Little Portland Street, London, W1W8BJ. It has issued share capital of 99 (2021: 99) ordinary shares of £1 each. No dividends were received during the period. Dragon Retail Properties Limited The company owns 50% of the issued share capital of Dragon Retail Properties Limited, an unlisted property investment company. At year end, the carrying value of the investment held by the Group was £606,000 (2021: £637,000). The remaining 50% is held by London & Associated Properties PLC. Dragon Retail Properties Limited is incorporated in England and Wales and its registered address is 12 Little Portland Street, London, W1W8BJ. It has issued share capital of 500,000 (2021: 500,000) ordinary shares of £1 each. No dividends were received during the period. It holds a Santander bank loan of £1.143million secured against its investment property. The bank loan of £1.143million is secured by way of a first charge on specific freehold property at a value of £2.038 million. The interest cost of the loan is 2.75 per cent above the bank’s base rate. A refinancing of this loan is currently underway. The loan originally expired in September 2020, but has been extended to October 2023. Santander have indicated that they are willing to provide a new term loan and we expect to complete this in the near future. West Ealing Projects Limited The company owns 50% of the issued share capital of West Ealing Projects Limited, an unlisted property development company. At year end, the carrying value of the investment held by the Group was £449,000 (2021: £496,000). The remaining 50% is held by London & Associated Properties PLC. West Ealing Projects Limited is incorporated in England and Wales and its registered address is 12 Little Portland Street, London, W1W8BJ. It has issued share capital of 1,000,000 (2021: 1,000,000) ordinary shares of £1 each. No dividends were received during the period. 92 Bisichi PLC Financial statements Notes to the financial statements 14. JOINT VENTURES CONTINUED Development Physics £’000 Dragon £’000 West Ealing £’000 2022 £’000 Development Physics £’000 Dragon £’000 West Ealing £’000 2021 £’000 Turnover - 168 53 221 - 168 58 226 Profit and loss: (Loss)/Profit before depreciation, interest and taxation (33) (5) (71) (109) (10) (32) (215) (257) Depreciation and amortisation - (3) - (3) - (3) - (3) (Loss)/Profit before interest and taxation (33) (8) (71) (112) (10) (35) (215) (260) Interest Income - - - - - - - - Interest expense - (51) (1) (52) - (31) (1) (32) (Loss)/Profit before taxation (33) (59) (72) (164) (10) (66) (216) (292) Taxation - (2) (34) (36) - - 38 38 (Loss)/Profit after taxation (33) (61) (106) (200) (10) (66) (178) (254) Balance sheet Non-current assets - 2,038 - 2,038 - 2,091 - 2,091 Cash and cash equivalents 2 107 9 118 - 27 5 32 Property inventory 348 - 8,112 8,460 232 - 7,494 7, 7 2 6 Other current assets 2 269 47 318 27 374 70 471 Current borrowings - (1,143) (4,399) (5,542) Other current liabilities (395) (59) (2,862) (3,316) (269) (53) (6,549) (6,871) Net current assets (43) (826) 907 38 (10) 348 1,020 1,358 Non-current borrowings - - (9) (9) - (1,165) (28) (1,193) Other non-current liabilities - - - - - - - - Net assets at 31 December (43) 1,212 898 2,067 (10) 1,274 992 2,256 Share of net assets at 31 December (14) 606 449 1,041 (3) 637 496 1,130 9393Bisichi PLC Financial statements Notes to the financial statements 15. SUBSIDIARY COMPANIES The company owns the following ordinary share capital of the subsidiaries which are included within the consolidated financial statements: Activity Percentage of share capital Registered address Country of incorporation Directly held: Mineral Products Limited Share dealing 100% 12 Little Portland Street, London, W1W8BJ England and Wales Bisichi (Properties) Limited Property 100% 12 Little Portland Street, London, W1W8BJ England and Wales Bisichi Northampton Limited Property 100% 12 Little Portland Street, London, W1W8BJ England and Wales Bisichi Trustee Limited Property 100% 12 Little Portland Street, London, W1W8BJ England and Wales Urban First (Northampton) Limited Property 100% 12 Little Portland Street, London, W1W8BJ England and Wales Bisichi Mining (Exploration) Limited Holding company 100% 12 Little Portland Street, London, W1W8BJ England and Wales Ninghi Marketing Limited Dormant 90.1% 12 Little Portland Street, London, W1W8BJ England and Wales Bisichi Mining Management Services Limited Dormant 100% 12 Little Portland Street, London, W1W8BJ England and Wales Bisichi Coal Mining (Pty) Limited Coal mining 100% Samora Machel Street, Bethal Road, Middelburg, Mpumalanga, 1050 South Africa Indirectly held: Black Wattle Colliery (Pty) Limited Coal mining 62.5% Samora Machel Street, Bethal Road, Middelburg, Mpumalanga, 1050 South Africa Sisonke Coal Processing (Pty) Limited Coal processing 62.5% Samora Machel Street, Bethal Road, Middelburg, Mpumalanga, 1050 South Africa Black Wattle Klipfontein (Pty) Limited Coal mining 62.5% Samora Machel Street, Bethal Road, Middelburg, Mpumalanga, 1050 South Africa Amandla Ehtu Mineral Resource Development (Pty) Limited Dormant 70% Samora Machel Street, Bethal Road, Middelburg, Mpumalanga, 1050 South Africa Details on the non-controlling interest in subsidiaries are shown under note 27. 16. INVENTORIES 2022 £’000 2021 £’000 Coal Washed 4,758 1,185 Mining Production 162 59 Work in progress 221 - Other 58 9 5,199 1,253 The amount of inventories recognised as an expense during the period was £35,969,000 (2021: £32,912,000). 94 Bisichi PLC Financial statements Notes to the financial statements 17. TRADE AND OTHER RECEIVABLES 2022 £’000 2021 £’000 Financial assets falling due within one year: Trade receivables 4,067 6,328 Amount owed by joint venture 1,379 1,067 Other receivables 860 984 Non-financial instruments falling due within one year: Prepayments and accrued income 131 247 6,437 8,626 Financial assets falling due within one year are held at amortised cost. The fair value of trade and other receivables approximates their carrying amounts. The Group applies a simplified approach to measure the credit loss allowance for trade receivables using the lifetime expected credit loss provision. The lifetime expected credit loss is evaluated for each trade receivable taking into account payment history, payments made subsequent to year end and prior to reporting, past default experience and the impact of any other relevant and current observable data. The Group applies a general approach on all other receivables classified as financial assets. At year end, the Group allowance for doubtful debts provided against trade receivables was £89,000 (2021: £140,000). 18. INVESTMENTS IN LISTED SECURITIES HELD AT FVPL 2022 Other £’000 2021 Other £’000 At 1 January 685 833 Gain in investments 318 110 Additions 449 - Disposals (566) (258) Market value at 31 December 886 685 2022 £’000 2021 £’000 Market value of listed Investments: Listed in Great Britain 686 478 Listed outside Great Britain 200 207 886 685 Original cost of listed investments 846 846 Unrealised surplus / deficit of market value versus cost 40 (161) 9595Bisichi PLC Financial statements Notes to the financial statements 19. TRADE AND OTHER PAYABLES 2022 £’000 2021 £’000 Trade payables 8,519 7,1 7 1 Amounts owed to joint ventures 120 156 Lease liabilities (Note 31) 54 65 Other payables 2,000 2,281 Accruals 2.366 844 Deferred Income 223 226 13,282 10,743 20. FINANCIAL LIABILITIES – BORROWINGS Current Non-current 2022 £’000 2021 £’000 2022 £’000 2021 £’000 Bank overdraft (secured) 3,225 2,536 - - Bank loan (secured) 570 130 3,930 3,853 3,795 2,666 3,930 3,853 2022 £’000 2021 £’000 Bank overdraft and loan instalments by reference to the balance sheet date: Within one year 3,795 2,666 From one to two years 3,906 11  From two to five years 24 3,842 7,7 2 5 6,519 Bank overdraft and loan analysis by origin: United Kingdom 3,880 3,839 Southern Africa 3,845 2,680 7,7 2 5 6,519 In South Africa, an R85million trade facility is held with Absa Bank Limited by Sisonke Coal Processing (Pty) Limited (“Sisonke Coal Processing”) in order to cover the working capital requirements of the Group’s South African operations. The interest cost of the loan is at the South African prime lending rate plus 3.8% The facility is renewable annually, is repayable on demand and is secured by way of a first charge over specific pieces of mining equipment, inventory and the debtors of the relevant company which holds the loan which are included in the financial statements at a value of £11,482,554 (2021: £8,843,219). All banking covenants were either adhered to or waived by Absa Bank Limited during the year. In the UK, the Group holds a £3.96million term loan facility with Julian Hodge Bank Limited. The loan is secured against the Group’s UK retail property portfolio. The debt package has a five year term and is repayable at the end of the term in December 2024. The overall interest cost of the loan is 4.00% above the Bank of England base rate. The loan is secured by way of a first charge over the investment properties in the UK which are included in the financial statements at a value of £10,465,000 (2021: £10,525,000). No banking covenants were breached by the Group during the year. 96 Bisichi PLC Financial statements Notes to the financial statements 20. FINANCIAL LIABILITIES – BORROWINGS CONTINUED Consistent with others in the mining and property industry, the Group monitors its capital by its gearing levels. This is calculated as the total bank loans and overdraft less remaining cash and cash equivalents as a percentage of equity. At year end the gearing of the Group was calculated as follows: 2022 £’000 2021 £’000 Total bank loans and overdraft 7,7 2 5 6,519 Less cash and cash equivalents (excluding overdraft) (10,590) (3,018) Net debt (2,865) 3,501 Total equity attributable to shareholders of the parent 33,802 17,512 Gearing (8.5%) 20.0% Analysis of the changes in liabilities arising from financing activities: Bank borrowings £’000 Bank overdrafts £’000 Lease liabilities £’000 2022 £’000 Bank borrowings £’000 Bank overdrafts £’000 Lease liabilities £’000 2021 £’000 Balance at 1 January 3,983 2,536 454 6,973 4,207 4,846 508 9,561 Exchange adjustments (9) 11 5 7 (10) (138) (6) (154) Cash movements excluding exchange adjustments 525 678 (56) 1,147 (214) (2,172) (57) (2,443) Additions - - (5) (5) - - 9 9 Balance at 31 December 4,499 3,225 398 8,122 3,983 2,536 454 6,973 21. PROVISION FOR REHABILITATION 2022 £’000 2021 £’000 As at 1 January 1,390 1,442 Exchange adjustment 6 (52) Increase in provision - - Unwinding of discount 319 - As at 31 December 1,715 1,390 9797Bisichi PLC Financial statements Notes to the financial statements 22. FINANCIAL INSTRUMENTS Total financial assets and liabilities The Group’s financial assets and liabilities are as follows, representing both the fair value and the carrying value: Financial Assets measured at amortised cost £’000 Financial Liabilities measured at amortised cost £’000 Investments held at FVPL £’000 2022 £’000 Financial Assets measured at amortised cost £’000 Financial Liabilities measured at amortised cost £’000 Investments held at FVPL £’000 2021 £’000 Cash and cash equivalents 10,590 - - 10,590 3,018 - - 3,018 Non-current other investments held at FVPL - - 12,590 12,590 - - 3,631 3,631 Investments in listed securities held at FVPL - - 886 886 - - 685 685 Trade and other receivables 6,306 - - 6,306 8,379 - - 8,379 Bank borrowings and overdraft - (7,725) - (7,725) - (6,519) - (6,519) Lease Liabilities - (398) - (398) - (454) - (454) Other liabilities - (17,261) - (17,261) - (11,178) - (11,178) 16,896 (25,384) 13,476 4,988 11,397 (18,151) 4,316 (2,438) Investments in listed securities held at fair value through profit and loss fall under level 1 of the fair value hierarchy into which fair value measurements are recognised in accordance with the levels set out in IFRS 7. The comparative figures for 2021 fall under the same category of financial instrument as 2022. The carrying amount of short term (less than 12 months) trade receivable and other liabilities approximate their fair values. The fair value of non-current borrowings in note 20 approximates its carrying value and was determined under level 2 of the fair value hierarchy and is estimated by discounting the future contractual cash flows at the current market interest rates for UK borrowings and for the South African overdraft facility. The fair value of the lease liabilities in note 31 approximates its carrying value and was determined under level 2 of the fair value hierarchy and is estimated by discounting the future contractual cash flows at the current market interest rates. Treasury policy Although no derivative transactions were entered into during the current and prior year, the Group may use derivative transactions such as interest rate swaps and forward exchange contracts as necessary in order to help manage the financial risks arising from the Group’s activities. The main risks arising from the Group’s financing structure are interest rate risk, liquidity risk, market risk, credit risk, currency risk and commodity price risk. There have been no changes during the year of the main risks arising from the Group’s finance structure. The policies for managing each of these risks and the principal effects of these policies on the results are summarised below. Interest rate risk Interest rate risk is the risk that the value of a financial instrument or cashflows associated with the instrument will fluctuate due to changes in market interest rates. Interest rate risk arises from interest bearing financial assets and liabilities that the Group uses. Treasury activities take place under procedures and policies approved and monitored by the Board to minimise the financial risk faced by the Group. Interest bearing assets comprise cash and cash equivalents which are considered to be short-term liquid assets and loans to joint ventures. Interest bearing borrowings comprise bank loans, bank overdrafts and variable rate finance lease obligations. The rates of interest vary based on Bank of England in the UK and PRIME in South Africa. 98 Bisichi PLC Financial statements Notes to the financial statements 22. FINANCIAL INSTRUMENTS CONTINUED As at 31 December 2022, with other variables unchanged, a 1% increase or decrease in interest rates, on investments and borrowings whose interest rates are not fixed, would respectively change the profit/loss for the year by £35,000 (2021: £80,000). The effect on equity of this change would be an equivalent decrease or increase for the year of £35,000 (2021: £80,000). Liquidity risk The Group’s policy is to minimise refinancing risk. Efficient treasury management and strict credit control minimise the costs and risks associated with this policy which ensures that funds are available to meet commitments as they fall due. As at year end the Group held borrowing facilities in the UK in Bisichi PLC and in South Africa in Black Wattle Colliery (Pty) Ltd. The following table sets out the maturity profile of contractual undiscounted cash flows of financial liabilities as at 31 December: 2022 £’000 2021 £’000 Within one year 21,511 14,122 From one to two years 4,259 238 From two to five years 479 4,391 Beyond five years 126 129 26,375 18,880 The following table sets out the maturity profile of contractual undiscounted cash flows of financial liabilities as at 31 December maturing within one year: 2022 £’000 2021 £’000 Within one month 15,635 11,509 From one to three months 4,150 1,699 From four to twelve months 1,726 914 21,511 14,122 In South Africa, an R85million trade facility is held with Absa Bank Limited by Sisonke Coal Processing (Pty) Limited (“Sisonke Coal Processing”) in order to cover the working capital requirements of the Group’s South African operations. The interest cost of the loan is at the South African prime lending rate plus 3.8% The facility is renewable annually, is repayable on demand and is secured against inventory, debtors and cash that are held by Sisonke Coal Processing (Pty) Limited. The facility is included in cash and cash equivalents within the cashflow statement. In the UK, the Group holds a £3.96million term loan facility with Julian Hodge Bank Limited. The loan is secured against the Group’s UK retail property portfolio. The debt package has a five year term and is repayable at the end of the term in December 2024. The overall interest cost of the loan is 4.00% above the Bank of England base rate. As a result of the above agreed banking facilities, the Directors believe that the Group is well placed to manage its liquidity risk. Credit risk The Group is mainly exposed to credit risk on its cash and cash equivalents, trade and other receivables and amounts owed by joint ventures as per the balance sheet. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet which at year end amounted to £16,896,000 (2021: £11,397,000). To mitigate risk on its cash and cash equivalents, the Group only deposits surplus cash with well-established financial institutions of high quality credit standing. 9999Bisichi PLC Financial statements Notes to the financial statements 22. FINANCIAL INSTRUMENTS CONTINUED The Group’s credit risk is primarily attributable to its trade receivables. Trade debtor’s credit ratings are reviewed regularly. The Group’s review includes measures such as the use of external ratings and establishing purchase limits for each customer. The Group had amounts due from its significant revenue customers at the year end that represented 84% (2021: 53%) of the trade receivables balance. These amounts have been subsequently settled. The Group approach to measure the credit loss allowance for trade receivables is outlined in note 17. At year end, the Group allowance for doubtful debts provided against trade receivables was £89,000 (2021: £140,000). As at year end the amount of trade receivables held past due date less credit loss allowances was £159,000 (2021: £201,000). To date, the amount of trade receivables held past due date less credit loss allowances that has not subsequently been settled is £122,000 (2021: £106,000). Management have no reason to believe that this amount will not be settled. The Group exposure to credit risk on its loans to joint ventures and other receivables is mitigated through ongoing review of the underlying performance and resources of the counterparty including evaluation of different scenarios of probability of default and expected loss applicable to each of the underlying balances. Financial assets maturity On 31 December 2022, cash at bank and in hand amounted to £10,712,000 (2021: £3,018,000) which is invested in short term bank deposits maturing within one year bearing interest at the bank’s variable rates. Cash and cash equivalents all have a maturity of less than 3 months. Foreign exchange risk All trading is undertaken in the local currencies except for certain export sales which are invoiced in dollars. It is not the Group’s policy to obtain forward contracts to mitigate foreign exchange risk on these contracts as payment terms are within 15 days of invoice or earlier. Funding is also in local currencies other than inter-company investments and loans and it is also not the Group’s policy to obtain forward contracts to mitigate foreign exchange risk on these amounts. During 2022 and 2021 the Group did not hedge its exposure of foreign investments held in foreign currencies. The principal currency risk to which the Group is exposed in regard to inter-company balances is the exchange rate between Pounds sterling and South African Rand. It arises as a result of the retranslation of Rand denominated inter-company trade receivable balances held within the UK which are payable by South African Rand functional currency subsidiaries. Based on the Group’s net financial assets and liabilities as at 31 December 2022, a 25% strengthening of Sterling against the South African Rand, with all other variables held constant, would decrease the Group’s profit after taxation by £121,000 (2021: £218,000). A 25% weakening of Sterling against the South African Rand, with all other variables held constant would increase the Group’s profit after taxation by £201,000 (2021: £364,000). The 25% sensitivity has been determined based on the average historic volatility of the exchange rate. The table below shows the currency profiles of cash and cash equivalents: 2022 £’000 2021 £’000 Sterling 7,7 7 9 1,397 South African Rand 2,238 1,017 US Dollar 573 604 10,590 3,018 Cash and cash equivalents earn interest at rates based on Bank of England rates in Sterling and Prime in Rand. 100 Bisichi PLC Financial statements Notes to the financial statements 22. FINANCIAL INSTRUMENTS CONTINUED The tables below shows the currency profiles of net monetary assets and liabilities by functional currency of the Group: 2022: Sterling £’000 South African Rands £’000 Sterling 14,715 - South African Rand 45 (11,743) US Dollar 1,971 - 16,731 (11,743) 2021: Sterling £’000 South African Rands £’000 Sterling 1,123 - South African Rand 65 (5,088) US Dollar 1,462 - 2,650 (5,088) 23. DEFERRED TAXATION 2022 £’000 2021 £’000 As at 1 January 506 474 Recognised in income 388 45 Exchange adjustment (22) (13) As at 31 December 872 506 The deferred tax balance comprises the following: Revaluations 671 641 Capital allowances 3,855 2,253 Short term timing difference (813) (832) Unredeemed capital deductions (1,439) (1,057) Losses and other deductions (1,402) (499) 872 506 Refer to note 8 for details of deferred tax recognised in income in the current year. Tax rates of 25% (2021: 25%) in the UK and 27% (2021: 28%) in South Africa were utilised to calculate year end deferred tax balances. 101101Bisichi PLC Financial statements Notes to the financial statements 24. SHARE CAPITAL 2022 £’000 2021 £’000 Authorised: 13,000,000 ordinary shares of 10p each 1,300 1,300 Allotted and fully paid: 2022 Number of ordinary shares 2021 Number of ordinary shares 2022 £’000 2021 £’000 At 1 January and outstanding at 31 December 10,676,839 10,676,839 1,068 1,068 25. OTHER RESERVES 2022 £’000 2021 £’000 Equity share options 1,026 621 Net investment premium on share capital in joint venture 86 86 1,112 707 26. SHARE BASED PAYMENTS Details of the share option scheme are shown in the Directors’ remuneration report on page 41 under the heading Share option schemes which is within the audited part of this report. Further details of the share option schemes are set out below. The Bisichi PLC Unapproved Option Schemes: Year of grant Subscription price per share Period within which options exercisable Number of share for which options outstanding at 31 December 2021 Number of share options lapsed/surrendered /awarded during year Number of share for which options outstanding at 31 December 2022 2015 87.0p Sep 2015 – Sep 2025 300,000 (300,000) - 2018 73.50p Feb 2018 – Feb 2028 380,000 (380,000) - 2022 352.0p Sep 2022 – Sep 2032 - 760,000 760,000 102 Bisichi PLC Financial statements Notes to the financial statements 26. SHARE BASED PAYMENTS CONTINUED On 1 September 2022, the company entered into an agreement with A Heller and G. Casey to cancel the 300,000 options which were granted in 2015 and 380,000 options which were granted in 2018. The aggregate consideration paid by the group to effect the cancellation was £1,853,270. On 1 September 2022 the company granted additional options to the following directors of the company: A. Heller 380,000 options at an exercise price of 352.0p per share. G. Casey 380,000 options at an exercise price of 352.0p per share. The options vest on date of grant and are exercisable within a period of 10 years from date of grant. There are no performance or service conditions attached to the 2022 options which are outstanding at 31 December 2022. The above options were valued at £547,200 at date of grant using the Black-Scholes-Merton model with the following assumptions: Expected volatility 54.18% (Based on historic volatility) Expected life 4 years Risk free rate 1.58% Expected dividends 6.90% 2022 Number 2022 Weighted average exercise price 2021 Number 2021 Weighted average exercise price Outstanding at 1 January 680,000 79.46p 680,000 79.46p Lapsed/Surrendered/cancelled during the year (680,000) 79.46p - - Issued during the year 760,000 352.00p - - Outstanding at 31 December 760,000 352.00p 680,000 79.46p Exercisable at 31 December 760,000 352.00p 680,000 79.46p 27. NON-CONTROLLING INTEREST 2022 £’000 2021 £’000 As at 1 January 323 116 Issue of shares in subsidiary 1 - Share of profit/(loss) for the year 8,494 215 Dividends paid (7,034) - Exchange adjustment (25) (8) As at 31 December 1,759 323 103103Bisichi PLC Financial statements Notes to the financial statements 27. NON-CONTROLLING INTEREST CONTINUED The non-controlling interest comprises of a 37.5% interest in Black Wattle Colliery (Pty) Ltd and its wholly owned subsidiary Sisonke Coal Processing (Pty) Ltd. Black Wattle Colliery (Pty) Ltd is a coal mining company and Sisonke Coal Processing (Pty) Ltd is a coal processing company both incorporated in South Africa. Summarised financial information reflecting 100% of the underlying consolidated relevant figures of Black Wattle Colliery (Pty) Ltd’s and its wholly owned subsidiary Sisonke Coal Processing (Pty) Ltd is set out below. 2022 £’000 2021 £’000 Revenue 93,356 49,225 Expenses (63,289) (47,787) Profit/(loss) for the year 30,067 1,438 Other comprehensive Income - - Total comprehensive income for the year 30,067 1,438 Balance sheet Non-current assets 16,325 9,019 Current assets 11,752 9,329 Current liabilities (18,873) (14,287) Non-current liabilities (3,522) (1,904) Net assets at 31 December 5,682 2,157 The non-controlling interest originates from the disposal of a 37.5% shareholding in Black Wattle Colliery (Pty) Ltd in 2010 when the total issued share capital in Black Wattle Colliery (Pty) Ltd was increased from 136 shares to 1,000 shares at par of R1 (South African Rand) through the following shares issue: - a subscription for 489 ordinary shares at par by Bisichi Mining (Exploration) Limited increasing the number of shares held from 136 ordinary shares to a total of 625 ordinary shares; - a subscription for 110 ordinary shares at par by Vunani Mining (Pty) Ltd; - a subscription for 265 “A” shares at par by Vunani Mining (Pty) Ltd On 12 April 2022 the total issued share capital in Black Wattle Colliery (Pty) Ltd was increased further from 1000 shares to 1002 shares at par of R1 through the following share issue:  a subscription of 1 “B” Share at par by Bisichi Mining (Exploration Limited);  a subscription of 1 “B” Share at par by Vunani Mining (Pty) Ltd Bisichi Mining (Exploration) Limited is a wholly owned subsidiary of Bisichi PLC incorporated in England and Wales. Vunani Mining (Pty) Ltd is a South African Black Economic Empowerment company and minority shareholder in Black Wattle Colliery (Pty) Ltd. The “A” shares rank pari passu with the ordinary shares save that they will have no dividend rights until such time as the dividends paid by Black Wattle Colliery (Pty) Ltd on the ordinary shares subsequent to 30 October 2008 will equate to R832,075,000. A non-controlling interest of 15% in Black Wattle Colliery (Pty) Ltd is recognised for all profits distributable to the 110 ordinary shares held by Vunani Mining (Pty) Ltd from the date of issue of the shares (18 October 2010). An additional non-controlling interest will be recognised for all profits distributable to the 265 “A” shares held by Vunani Mining (Pty) Ltd after such time as the profits available for distribution, in Black Wattle Colliery (Pty) Ltd, before any payment of dividends after 30 October 2008, exceeds R832,075,000. The “B” shares rank pari passu with the ordinary shares save that they have sole rights to the distributable profits attributable to certain mining reserves held by Black Wattle Colliery (Pty) Ltd. A non-controlling interest is recognised for all profits distributable to the “B” shares held by Vunani Mining (Pty) Ltd from the date of issue of the shares (12 April 2022). 104 Bisichi PLC Financial statements Notes to the financial statements 28. RELATED PARTY TRANSACTIONS At 31 December During the year Amounts owed to related party £’000 Amounts owed by related party £’000 Costs recharged (to)/by related party £’000 Cash paid (to)/by related party £’000 Related party: London & Associated Properties PLC (note (a)) - - 200 (241) West Ealing Projects Limited (note (b)) - (1,237) - (239) Dragon Retail Properties Limited (note (c)) 120 - (36) - Development Physics Limited (note (d)) - (142) - (75) As at 31 December 2022 120 (1,379) 164 (555) London & Associated Properties PLC (note (a)) 41 - 200 (192) West Ealing Projects Limited (note (b)) - (998) - (158) Dragon Retail Properties Limited (note (c)) 156 - (36) 44 Development Physics Limited (note (d)) - (67) - (67) As at 31 December 2021 197 (1,065) 164 (373) (a) London & Associated Properties PLC – London & Associated Properties PLC (“LAP”) is a substantial shareholder and parent company of Bisichi PLC. Property management, office premises, general management, accounting and administration services are provided for Bisichi PLC and its UK subsidiaries. Bisichi PLC continues to operate as a fully independent company and currently LAP owns only 41.52% of the issued ordinary share capital. However, LAP is deemed under IFRS 10 to have effective control of Bisichi PLC for accounting purposes. (b) West Ealing Projects Limited – West Ealing Projects Limited (“West Ealing”) is an unlisted property company incorporated in England and Wales. West Ealing is owned equally by the company and London & Associated Properties PLC and is accounted as a joint venture and treated as a non-current asset investment. (c) Dragon Retail Properties Limited – (“Dragon”) is owned equally by the company and London & Associated Properties PLC. Dragon is accounted as a joint venture and is treated as a non-current asset investment. (d) Development Physics Limited – Development Physics Limited (“DP”) is an unlisted property company incorporated in England and Wales. DP is owned equally by the company, London & Associated Properties PLC and Metroprop Real Estate Ltd and is accounted as a joint venture and treated as a non-current asset investment. Key management personnel comprise of the directors of the company who have the authority and responsibility for planning, directing, and controlling the activities of the company. Details of key management personnel compensation and interest in share options are shown in the Directors’ Remuneration Report on pages 40 and 41 under the headings Directors’ remuneration, Pension schemes and incentives and Share option schemes which is within the audited part of this report. The total employers’ national insurance paid in relation to the remuneration of key management was £580,000 (2021: £189,000). In 2012 a loan was made to one of the directors, Mr A R Heller, for £116,000. Interest is payable on the Director’s Loan at a rate of 6.14 per cent. There is no fixed repayment date for the Director’s Loan. The loan amount outstanding at year end was £41,000 (2021: £41,000) and no repayment (2021: £nil) was made during the year. The non-controlling interest to Vunani Mining (Pty) Ltd is shown in note 27. In addition, the Group holds an investment in Vunani Limited with a fair value of £44,000 (2021: £45,000) and an investment in Vunani Capital Partners (Pty) Ltd of £189,000 (2021: £38,000). Both are related parties to Vunani Mining (Pty) Ltd and are classified as non-current available for sale investments. 105105Bisichi PLC Financial statements Notes to the financial statements 29. EMPLOYEES 2022 £’000 2021 £’000 Staff costs during the year were as follows: Salaries 8,891 6,995 Social security costs 580 189 Pension costs 300 307 Share based payments 2,220 - 11,991 7,491 2022 2021 The average weekly numbers of employees of the Group during the year were as follows: Production 213 214 Administration 15 15 228 229 30. CAPITAL COMMITMENTS 2022 £’000 2021 £’000 Commitments for capital expenditure approved and contracted for at the year end - - 31. LEASE LIABILITIES AND FUTURE PROPERTY LEASE RENTALS The lease liabilities are secured by the related underlying assets. The undiscounted maturity analysis of lease payments at 31 December 2022 is as follows: Mining Equipment & Development costs £’000 Motor Vehicles £’000 Head Lease Property £’000 2022 £’000 2021 £’000 Within one year 45 12 14 71 83 Second to fifth year 158 9 43 210 226 After five years 53 - 1,288 1,341 1,427 256 21 1,345 1,622 1,736 Discounting adjustment (47) (1) (1,174) (1,222) (1,282) Present value 209 20 171 400 454 106 Bisichi PLC Financial statements Notes to the financial statements 31. LEASE LIABILITIES AND FUTURE PROPERTY LEASE RENTALS CONTINUED The present value of minimum lease payments at 31 December 2022 is as follows: Mining Equipment & Development costs £’000 Motor Vehi- cles £’000 Head Lease Property £’000 2022 £’000 2021 £’000 Within one year (Note 19) 32 11 11 54 65 Second to fifth year 127 9 34 170 260 After five years 50 - 126 176 129 Present value 209 20 171 400 454 With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment. Lease liabilities due within one year are classified within trade and other payables in the balance sheet. The Group has one lease for mining equipment in South Africa and one lease for motor vehicles in the United Kingdom. Both leases have terms of less than 5 years are either non-cancellable or may only be cancelled by incurring a substantive termination fee. Lease payments for mining equipment are subject to changes in consumer price inflation in South Africa. The Group has one lease contract for an investment property. The remaining term for the leased investment property is 126 years (2021: 127 years). The annual rent payable is the higher of £7,500 or 6.25% of the revenue derived from the leased assets. The Group has entered into rental leases on its investment property portfolio consisting mainly of commercial properties. These leases have terms of between 1 and 106 years. All leases include a clause to enable upward revision of the rental charge on an annual basis according to prevailing market conditions. The future aggregate minimum rentals receivable under non-cancellable operating leases are as follows: 2022 £’000 2021 £’000 Within one year 973 948 Second year 875 830 Third year 801 776 Fourth year 716 710 Fifth year 645 634 After five years 9,530 9,956 13,540 13,854 107107Bisichi PLC Financial statements Notes to the financial statements 32. CONTINGENT LIABILITIES AND POST BALANCE SHEET EVENTS Bank Guarantees Bank guarantees have been issued by the bankers of Black Wattle Colliery (Pty) Limited on behalf of the company to third parties. The guarantees are secured against the assets of the company and have been issued in respect of the following: 2022 £’000 2021 £’000 Rail siding 49 48 Rehabilitation of mining land 1,715 1,700 Water & electricity 47 46 Contingent tax liability The interpretation of laws and regulations in South Africa where the Group operates can be complex and can lead to challenges from or disputes with regulatory authorities. Such situations often take significant time to resolve. Where there is a dispute and where a reliable estimate of the potential liability cannot be made, or where the Group, based on legal advice, considers that it is improbable that there will be an outflow of economic resources, no provision is recognised. Black Wattle Colliery (Pty) Ltd is currently involved in a tax dispute in South Africa related to VAT. The dispute arose during the year ended 31 December 2020 and is related to events which occurred prior to the years ended 31 December 2020. As at 26 April 2023, the Group has been advised that it has a strong legal case, that it has complied fully with the legislation and, therefore, no economic outflow is expected to occur. Because of the nature and complexity of the dispute, the possible financial effect of a negative decision cannot be measured reliably. Accordingly, no provision has been booked at the year end. At this stage, the Group believes that the dispute will be resolved in its favour. 108 Bisichi PLC Financial statements Notes 2022 £’000 2021 £’000 Fixed assets Tangible assets 35 98 93 Investment in joint ventures 36 665 665 Other investments 36 18,946 9,987 19,709 10,745 Current assets Debtors – amounts due within one year 37 2,754 3,636 Debtors – amounts due in more than one year 37 1,159 220 Bank balances 7,928 788 11,841 4,644 Creditors – amounts falling due within one year 38 (2,514) (454) Net current assets 9,327 4,190 Total assets less current liabilities 29,036 14,935 Creditors – amounts falling in more than one year 38 (9) (20) Net assets 29,027 14,915 Capital and reserves Called up share capital 24 1,068 1,068 Share premium account 258 258 Other reserves 1,027 622  33 26,674 12,967 Shareholders’ funds 29,027 14,915   on its behalf by: A R Heller G J Casey Company Registration No. 112155 Director Director Company balance sheet at 31 December 2022 109109Bisichi PLC Financial statements  for the year ended 31 December 2022 Share capital £’000 Share premium £’000 Other reserve £’000  earnings £’000 Shareholders funds £’000 Balance at 1 January 2021 1,068 258 622 13,170 15,118 Dividends paid - - - - -  - - - (203) (203) Balance at 1 January 2022 1,068 258 622 12,967 14,915 Dividends paid - - - (1,708) (1,708) Share options cancelled - - (142) - (142) Share options issued - - 547 - 547  - - - 15,415 15,415 Balance at 31 December 2022 1,068 258 1,027 26,674 29,027 110 Bisichi PLC Financial statements Company accounting policies for the year ended 31 December 2022 The following are the main accounting policies of the company: Basis of preparation  prepared in accordance with Financial     principal accounting policies adopted in  statements are set out below.  prepared on a historical cost basis, except for the revaluation of leasehold property and certain  Going concern  going concern basis of accounting in  can be found on page 74. Disclosure exemptions adopted  the company has taken advantage of all  101 as well as disclosure exemptions   not include: •• certain comparative information as  •• certain disclosures regarding the company’s capital; ••  •• the effect of future accounting standards not yet adopted; •• the disclosure of the remuneration of key management personnel; and •• disclosure of related party transactions with the company’s wholly owned subsidiaries.  101, further disclosure exemptions have been adopted because equivalent disclosures are included in the company’s Consolidated Financial Statements. Dividends received  loss account when received. Depreciation Provision for depreciation on tangible  instalments to write each item off over its useful life. The rates generally used are:   Joint ventures Investments in joint ventures, being those  has joint control as established by contractual agreement, are included at cost, less impairment. Other Investments Investments of the company in subsidiaries are stated in the balance  provisions for impairment. Other investments comprising of shares   Foreign currencies Monetary assets and liabilities expressed in foreign currencies have been translated at the rates of exchange ruling at the balance sheet date. All exchange  loss account. Financial instruments   page 79. Deferred taxation  for deferred taxation can be found on page 81. Leased assets and liabilities  for leased assets and liabilities can be found on page 80. Pensions  for pensions can be found on page 79. Share based remuneration  for share based remuneration can be found on page 79. Details of the share options in issue are disclosed in the directors’ remuneration report on page 41 under the heading share option schemes which is within the audited part of this report.  111111Bisichi PLC 33. PROFIT & LOSS ACCOUNT      34. DIVIDENDS  35. TANGIBLE FIXED ASSETS Leasehold Property £’000 Motor Vehicles £’000  equipment £’000 Total £’000 Cost at 1 January 2022 45 104 70 219 Additions - - 46 46 Disposals - - (72) (72) Cost at 31 December 2022 45 104 44 193 Accumulated depreciation at 1 January 2022 - 56 70 126 Charge for the year - 27 14 41 Disposals - - (72) (72) Accumulated depreciation at 31 December 2022 - 83 12 95 Net book value at 31 December 2022 45 21 32 98 Net book value at 31 December 2021 45 48 - 93 Leasehold property consists of a single unit with a long leasehold tenant. The term remaining on the lease is 37 years. Motor  36. INVESTMENTS Joint ventures shares £’000 Shares in subsidiaries £’000 Other investments £’000 Total £’000 Net book value at 1 January 2022 665 6,356 3,631 9,987 Invested during the year - - 9,758 9,758  - - (1,517) (1,517)  - - 718 718 Net book value at 31 December 2022 665 6,356 12,590 18,946 Investments in subsidiaries are detailed in note 15. In the opinion of the directors the aggregate value of the investment in  Other investments comprise of £12,590,000 (2021: £3,631,000) shares in listed companies. Financial statements  112 Bisichi PLC Financial statements  37. DEBTORS 2022 £’000 2021 £’000 Amounts due within one year: Amounts due from subsidiary undertakings 1,079 2,421 Other debtors 237 94 Joint venture 1,379 1,065 Prepayments and accrued income 59 56 2,754 3,636 Amounts due in more than one year: Deferred taxation 1,159 220 1,159 220    recognition. The company has reviewed and assessed the underlying performance and resources of its counterparties including its subsidiary undertakings and joint ventures. 38. CREDITORS 2022 £’000 2021 £’000 Amounts falling due within one year: Amounts due to subsidiary undertakings 15 - Joint venture 120 156 Other taxation and social security 64 64 Other creditors 71 164 Lease Liabilities 11 26 Accruals and deferred income 2,233 44 2,514 454 Amounts falling due in more than one year: Lease Liabilities 9 20 Lease liabilities comprise of leases on Motor vehicles with remaining leases of 1-3 years. With the exception of short-term leases  113113Bisichi PLC Financial statements  39. RELATED PARTY TRANSACTIONS At 31 December During the year At 31 December Amounts owed by related party £’000 Costs   by related party £’000 Cash paid  related party £’000 Related party: Black Wattle Colliery (Pty) Ltd (note (a)) (145) (972) 1,464 Ninghi Marketing Limited (note (b)) (102) - - As at 31 December 2022 (247) (972) 1,464 Black Wattle Colliery (Pty) Ltd (note (a)) (637) (923) 1,617 Ninghi Marketing Limited (note (b)) (102) - - As at 31 December 2021 (739) (923) 1,617 (a) Black Wattle Colliery (Pty) Ltd – Black Wattle Colliery (Pty) Ltd is a coal mining company based in South Africa. (b) Ninghi Marketing Limited – Ninghi Marketing Limited is a dormant coal marketing company incorporated in England & Wales. Black Wattle Colliery (Pty) Ltd and NInghi Marketing Limited are subsidiaries of the company.  to the bankers of Black Wattle Colliery (Pty) Ltd in order to cover bank guarantees issued to third parties in respect of the rehabilitation of mining land. A provision of £102,000 has been raised against the amount owing by Ninghi Marketing Limited in prior years as the company is dormant.     40. EMPLOYEES 2022 £’000 2021 £’000 The average weekly numbers of employees of the company during the year were as follows: Directors & administration 5 5 Staff costs during the year were as follows: Salaries 3,264 1,426 Social security costs 580 189 Pension costs 21 31 Share based payments 2,220 - 6,085 1,646 www.bisichi.co.uk Bisichi PLC    