BISICHI PLC

Annual Report (ESEF) • Apr 29, 2025

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