Bisichi Plc - Annual Financial Report
Results for the year ended
Summary:
_________________________________________________ |Reported EBITDA:|£10.4million (2023: £3.4million)| |________________|________________________________| |Adjusted EBITDA:|£10.9million (2023: £2.6million)| |________________|________________________________|
Directors propose a total year-end dividend per share of 4p (2023: 4p). This takes the total dividends per share for the year to 7p (2023: 7p).
Executive Chairman,
“The higher earnings for the Group in 2024 are mainly attributable to the significant improvement in mining production and lower mining costs at our South African coal mining asset, Black Wattle Colliery. Looking ahead to 2025, we remain optimistic about the continued benefits from Black Wattle’s enhanced production. However, we are mindful of the current coal market volatility with lower seaborne coal prices impacting coal revenue in 2025 to date. With such uncertainty we are approaching this year with caution but remain confident in the long-term value of our South African operations. On behalf of the Board and shareholders, I would like to thank all of our staff for their hard work and dedication during the course of the year”
For further information, please call:
Bisichi PLC Annual Report 2024
Company Registration No. 00112155
Strategic report
The Directors present the Strategic Report of the company for the year ended
Chairman’s Statement
We are pleased to report that for the year ended
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,
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
In the
The Group continues to hold its joint venture development investment in West Ealing, with London & Associated Properties PLC and
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
Finally, your directors propose a final year-end dividend of 4p (2023: 4p) per share. The final dividend proposed will be payable on Friday
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.
Executive Chairman & Managing Director
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
Acquisition & investment
The Group continues to oversee responsibly its existing mining and processing operations in
In addition, we seek to balance the high risk of our mining operations with a dependable cash flow from our
Production & sustainability
The Group strives to mine its remaining South African coal reserves in an economical and sustainable manner that delivers value to all our stakeholders.
Processing & marketing
The Group seeks to achieve value from its South African coal processing infrastructure through the washing, transportation and marketing of coal into both the domestic and export markets.
Mining review
The primary driver of the Group’s performance in 2024 was the turnaround at our South African coal mining asset, Black Wattle Colliery. Overcoming the geological challenges of 2023, the successful implementation of our new mining area resulted in a dramatic increase in production and lower mining costs. These improvements, along with improved rail capacity for export helped offset lower international and domestic coal prices. With an increase in coal market volatility going into 2025, management will be focussing on maintaining production levels and maximising revenue from its diversified customer base.
Production and operations
For the majority of 2023, geological issues reduced the production from our opencast mining area as well as increasing related mining and blasting costs. In the third quarter of 2023, management took the decision to transition both our mining contractors to a new mining area. After overcoming temporary water issues going into 2024, mining of this new area steadily progressed and we are pleased to report the mine achieved production of 1.5million metric tonnes (2023: 0.8million metric tonnes) during the year. In 2025 to date, we have seen mining production remain stable and we expect the improved production performance at Black Wattle to continue throughout 2025.
We continue to work closely with Vunani Mining, our Black Economic Empowerment (BEE) partner in Black Wattle and Sisonke Coal processing, to ensure that we are responsible stewards of our legacy coal operations, which have a life of mine of five years, taking into account the climate related risks outlined in our climate report on page 12 and the impact these risks may have on all our stakeholders.
Main trends/markets
As previously announced, constraints which were beyond our control, in transporting coal for export on the South African rail network, significantly impacted the Group’s export sales during 2023.
During the period, the improved rail exports were offset by lower prices of Free on Board (FOB) coal from
Domestic sales volumes from our South African operations increased during the year to 1.18million metric tonnes (2023: 0.90million metric tonnes). However, prices achievable in the domestic market remained suppressed during the year, due to the impact of continued constraints in railing coal for export and lower overall international coal prices. In light of the improved rail performance, the Group supplied a lower proportion of higher quality coal into the South African domestic market in 2024, compared to 2023. For the year, the Group achieved an average domestic price of R687 per tonne of coal sold compared to R938 in 2023. The average price decrease in the domestic market in 2024, compared to 2023, was attributable to the proportional increase in lower quality coal being sold domestically as well as lower overall domestic coal prices.
In 2024, the Group achieved an average overall Rand price per tonne of coal sold of R747 compared to R992 in 2023. Further details on the financial performance of the Group’s mining segment can be found in the Financial & performance review on page 24 of this report.
Looking forward to 2025, we have seen a continued improvement in the provision of coal export rail capacity by
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
The Group is committed to fully complying with the New
Prospects
Management would like to thank all our South African employees and stakeholders for their significant contribution to the Group’s performance in 2024. Going forward, your management are optimistic that 2025 will be a successful year for our South African operations.
Sustainable development
The Group is fully committed to ensuring the sustainability of both our
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
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
Black Wattle Colliery Social and Labour Plan (SLP) and Community Projects
Black Wattle Colliery is committed to true transformation and empowerment as well as poverty eradication within the surrounding and labour providing communities.
Black Wattle is committed to providing opportunities for the sustainable socio-economic development of its stakeholders, such as:
-- Employees and their families, through Skills Development , Education
Development , Human Resource Development , Empowerment and Progression
Programmes.
-- Surrounding and labour sending communities, through Local Economic
Development, Rural and Community Development , Enterprise Development and
Procurement Programmes.
-- Empowering partners, through Broad-Based Black Economic Empowerment
(BBBEE) and Joint Ventures with Historically Disadvantaged South African
(HDSA) new mining entrants and enterprises.
-- The company engages in on going consultation with its stakeholders to
develop strong company-employee relationships, strong company-community
relationships and strong company-HDSA enterprise relationships.
The key focus areas in terms of the detailed SLP programmes were updated as follows:
-- Implementation of new action plans, with projects, targets and budgets
established through regular workshops with all stakeholders.
-- A comprehensive desktop socio-economic assessment was undertaken on
baseline data of the Steve Tshwete Local Municipality (STLM) and
Nkangala District Municipality (NDM).
-- Through engagements with the Department of Education and STLM regarding
the Local Economic Development projects for the current SLP year cycle
(2022-2026). The department endorsed the Khulunolwazi School Project in
late 2023. The project is currently in a planning phase for the
implementation of the project in various phases.
Black Wattle has implemented various community initiatives including:
-- A community training environmental project, where local community
members are trained to safely cut and remove non-indigenous vegetation.
Thereafter the vegetation is utilised in the making, bagging and sales
of charcoal.
-- A waste management project at Uitkyk community, nearby to Black Wattle,
involving the collection and recycling of waste from their community.
-- Certain community members have been identified for training in areas
regarding mining and beneficiation. These areas include but are not
limited to:
o conveyor maintenance;
o operation of mining machinery;
o training in environmental waste management;
o drivers licenses; and
o 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
Under the terms of the mine’s Environmental Management Programme approved by the
Black Wattle is fully compliant with the regulatory requirements of the
Black Wattle Colliery has substantially improved its water management by erecting and upgrading all its pollution control dams in consultation with the
A performance assessment audit was conducted to verify compliance to our Environmental Management Programme and no significant deviations were found.
The Group’s
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.
In
-- 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
Number of Number of Number in Percentage of
board Percentage of senior executive Executive
members the board positions on management management
the board
Men 7 100% 2 3 100%
Women 0 0% 0 0 0%
Not
specified/prefer 0 0% 0 0 0%
not to say
Number Number of Percentage
of Percentage senior Number in of
board of the positions executive Executive
members board on the management management
board
White British or other White
(including minority white 6 86% 1 3 100%
groups)
Mixed/Multiple Ethnic Groups 0 0% 0 0 0%
Asian/Asian British 1 14% 1 0 0%
Black/African/Caribbean/Black 0 0% 0 0 0%
British
Other ethnic group, including 0 0% 0 0 0%
Arab
The above data has been collected through self-reporting by the Board members. Questions asked include gender identity or sex and ethnic background.
The Company notes the diversity targets included in the Listing Rules, being:
-- at least 40% of the individuals on the Board are women;
-- at least one of the specified senior positions is held by a woman; and
-- at least one individual on the Board is from a minority ethnic
background.
At
Given the Company’s current organisational structure and limited headcount in the
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
-- 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:
o One HDSA female employee;
o Two HDSA females from the local community; and
o One HDSA male from the local community.
-- One HDSA persons continued their internships in 2024; these are
categorised as follows:
o 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:
o One HDSA female from the local community started her studies as a
Safety Officer (COMSOC 1).
o Two HDSA Males from the local community started their studies as
Trainee Pipe fitters/Welders.
o One HDSA female from the local community completed 3 months of
on-the-job training as an ADT Operator.
-- Further to the above, we confirm that one HDSA Female completed her
bursary studies in 2024, while two HDSA females continued their bursary
studies in 2024.
Highlights for 2024 for Sisonke Coal Processing:
-- One employee was trained in ABET (Adult Basic Educational Training) on
various levels.
Employment terms and conditions for our employees based at our
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
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
The Group’s primary operations are coal mining and processing in
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.
TCFD TCFD Bisichi PLC
Pillar Recommended Disclosure
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
Board’s oversight of climate risk portfolio management, are
Governance and opportunities. 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.
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
Management’s role in assessing and policy as well as the potential
Governance managing climate-related risks and impact of climate change on our
opportunities. 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.
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
Climate-related risks and over the longer term. This in turn
Strategy opportunities the Group has will impact the carrying value and
identified over the short, medium, long term viability of our South
and long run. 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.
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
Impact of climate-related risks and -- The upgrading of
Strategy opportunities on businesses, energy-intensive machinery
strategy, and financial planning. over time will be used to
improve efficiency and
reduce CO2 emissions
compared to machinery that
has been removed.
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.
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
Resilience of strategy, taking been incorporated into the long
into consideration different term strategic planning and
Strategy climate-related scenarios, decision making processes of the
including a 2°C or lower Group.
scenario.
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.
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.
Processes for identifying and
Risk Management assessing climate related The Board and Senior management
risks. 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.
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
Risk Management Processes for managing of climate related risks has
climate-related risks. 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 CO2 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.
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
Processes for identifying, strategy, planning and climate
assessing, and managing policy of the Group.
Risk Management climate-related risks are
integrated into the overall Where possible, plans to
risk management. 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.
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
Metrics used by the Group to and processing in South
assess climate related risks Africa. The Group has,
Metrics and Targets and opportunities in line however, sought to
with its strategy and risk appropriately target its
management process. 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 CO2 emissions across the
Group including a breakdown of
UK and South African coal
operations. See below for
disclosure of emissions during
the year.
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
Scope 1, Scope 2 and, if size and life of mine of the
appropriate, Scope 3 Group’s South African coal
Metrics and Targets greenhouse gas (GHG) operations and the uncertainty
emissions, and the related and impracticality in
risks. 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.
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
Targets used by the Group to has identified the scope of
manage climate-related risks further potential reductions,
Metrics and Targets and opportunities and their time, capital cost and
performance against targets. 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.
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
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
2024 2023
CO2e
The Group’s carbon footprint: CO2e
Tonnes
Tonnes
Emissions source:
Scope 1 direct emissions from the combustion of fuel or the
operation of any facility including fugitive emissions from 60,702 39,709
refrigerants use
Scope 2 indirect emissions resulting from the purchase of
electricity, heat, steam or cooling by the company for its own use 8,438 7,601
(location based)
Total gross emissions 69,140 47,310
Of which:
UK 1 1
South Africa 69,139 47,309
Intensity:
Tonnes of CO2 per £ sterling of revenue 0.0013 0.0010
Tonnes of CO2 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
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 The Group primarily focuses on managing
from contracts or agreements with its underlying production and processing
physical off-take partners at prices costs to mitigate coal price volatility
that will be determined by reference to as well as from time to time entering
market prices of coal at delivery date. into forward sales contracts with the
goal of preserving future revenue
The Group’s South African mining and streams. The Group has not entered into
coal processing operational earnings any such contracts in 2023 and 2024.
are significantly dependent on
movements in both the export and The Group’s export and domestic sales
domestic coal price. are determined based on the ability to
deliver the quality of coal required by
The price of export sales is derived each market together with the market
from a US Dollar-denominated export factors set out opposite. Volumes of
coal price and therefore the price export sales achieved during the year
achievable in South African Rands can were primarily dependent on the Group’s
be influenced by movements in exchange ability to produce the higher quality of
rates and overall global demand and coal required for export, obtaining
supply. The volume of export sales adequate rail capacity and utilising
achievable can be influenced by rail allowable export quotas under the
capacity and export quota constraints Quattro programme. The volume of
at Richards Bay Coal Terminal under the domestic market sales achieved during
Quattro programme. the year were primarily dependant on
local demand and supply as well as the
The domestic market coal prices are Group’s ability to produce the overall
denominated in South African Rand and quality of coal required. The Group
are primarily dependant on local demand continues to assess on an ongoing basis
and supply. its dependence on the above factors and
evaluate alternative means to ensure
In the short term, disconnections in coal sales and prices achieved are
global energy markets and global optimised.
economic volatility may result in
additional price volatility in both the The Group assesses on an ongoing basis
export and domestic market due to the impact of that volatility in global
fluctuations in both demand and supply. energy markets, economic volatility and
climate change related risks may have on
Longer term both the demand and supply the Group’s mining operations and future
of coal in the domestic and global investment decisions as outlined in the
market may be negatively impacted by Group’s climate change reporting on page
regulatory changes related to climate 12.
change and governmental CO2 emission
commitments.
MINING RISK
This risk is managed by engaging
independent geological experts, referred
to in the industry as the “Competent
As with many mining operations, the Person”, to determine the estimated
reserve that is mined has the risk of reserves and their technical and
not having the qualities and commercial feasibility for extraction.
accessibility expected from geological In addition, management engage Competent
and environmental analysis. This can Persons to assist management in the
have a negative impact on revenue and production of detailed life of mine
earnings as the quality and quantity of plans as well as in the monitoring of
coal mined and sold by our mining actual mining results versus expected
operations may be lower than 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.
CURRENCY RISK
Export sales within the Group’s South
The Group’s operations are sensitive to African operations are derived from a US
currency movements, especially those Dollar-denominated export coal price. A
between the South African Rand, US weakening of the US Dollar can have a
Dollar and British Pound. These negative impact on the South African
movements can have a negative impact on Rand prices achievable for coal sold by
the Group’s mining operations revenue the Group’s South African mining
as noted above, as well as operational operations. This in turn can have a
earnings. negative impact on the Group’s mining
operations revenue as well as
The Group is exposed to currency risk operational earnings as the Group’s
in regard to the Sterling value of mining operating costs are Rand
inter-company trading balances with its denominated. In order to mitigate this,
South African operations. It arises as the Group may enter into forward sales
a result of the retranslation of Rand contracts in local currencies with the
denominated inter-company trade goal of preserving future revenue
receivable balances into Sterling that streams. The Group has not entered into
are held within the UK and which are any such contracts in 2024 and 2023.
payable by South African Rand
functional currency subsidiaries. Although it is not the Group’s policy to
obtain forward contracts to mitigate
The Group is exposed to currency risk foreign exchange risk on inter-company
in regard to the retranslation of the trading balances or on the retranslation
Group’s South African functional of the Group’s South African functional
currency net assets to the Sterling currency net assets, management
reporting functional currency of the regularly review the requirement to do
Group. A weakening of the South African so in light of any increased risk of
Rand against Sterling can have a future volatility.
negative impact on the financial
position and net asset values reported Refer to the ‘Financial Review’ for
by the Group. details of significant currency movement
impacts in the year.
NEW RESERVES AND MINING PERMISSIONS
The work performed in the acquisition
and renewal of mining permits as well as
the maintenance of compliance with
The life of the mine, acquisition of permits, includes factors such as
additional reserves, permissions to environmental management, health and
mine (including ongoing and once-off safety, labour laws and Black
permissions) and new mining Empowerment legislation (such as the New
opportunities in South Africa generally Mining Charter ); as failure to maintain
are contingent on a number of factors appropriate controls and compliance may
outside of the Group’s control such as in turn result in the withdrawal of the
approval by the Department of Mineral necessary permissions to mine. The
Resources and Energy, the Department of management of these regulatory risks and
Water Affairs and Forestry and other performance in the year is noted in the
regulatory or state owned entities. Mining Review on page 5 as well as in
the Sustainable Development report on
In addition, the Group’s South African page 7 and in this section under the
operations are subject to the headings environmental risk, health &
government Mining Charter . Failure to safety risk and labour risk.
meet existing targets or further Additionally, in order to mitigate this
regulatory changes to the Mining risk, the Group strives to provide
Charter, could adversely affect the adequate resources to this area
mine’s ability to retain its mining including the employment of adequate
rights in South Africa . 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 The Group’s mining operations have to
supply in South Africa is the date not been affected by power cuts.
state-owned Eskom. Eskom continues to However the Group manages this risk
undergo capacity problems resulting in through regular monitoring of Eskom’s
power cuts and lack of provision of performance and ongoing ability to meet
power supply to new projects. Any power power requirements. In addition, the
cuts or lack of provision of power Group continues to assess the ability to
supply to the Group’s mining operations utilise diesel generators as an
may disrupt mining production and alternative means of securing power in
impact on earnings. the event of power outages.
FLOODING RISK
Management monitors water levels on an
The Group’s mining operations are ongoing basis and various projects have
susceptible to flooding which could been completed, including the
disrupt mining production and impact on construction of additional dams, to
earnings. minimise the impact of this risk as far
as possible.
ENVIRONMENTAL RISK
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
The Group’s South African mining including the employment of personnel
operations are required to adhere to and the utilisation of third party
local environmental regulations. Any consultants competent in regulatory
failure to adhere to local compliance related to environmental
environmental regulations, could management.
adversely affect the Group’s ability to
exercise its mining rights in South To date, Black Wattle is fully compliant
Africa . 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
The Group has a comprehensive Health and
Safety programme in place to mitigate
this risk. Management strive to create
Attached to mining there are inherent an environment where Health and safety
health and safety risks. Any such of our employees is of the utmost
safety incidents disrupt operations, importance. Our Health & Safety
and can slow or even stop production. programme provides clear guidance on the
In addition, the Group’s South African standards our mining operation is
mining operations are required to expected to achieve. In addition,
adhere to local Health and Safety management receive regular updates on
regulations. 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 Transition and physical risks related to
can affect our South African coal climate change are regularly discussed
business through: and acted upon at Board and management
levels, particularly those related to
-- changes in carbon pricing, the viability of the Group’s South
taxes, and coal mining African coal operations and the future
regulation; allocation of capital. Further details
-- extreme climatic events; of the Group’s performance and
-- access to capital and services management of climate change related
and allocation thereof; and risk is set out in the Group’s climate
-- reduced demand and prices for change report on page 11.
coal.
LABOUR RISK
In order to mitigate this risk, the
Group strives to ensure open and
transparent dialogue with employees
The Group’s mining operations and coal across all levels. In addition,
washing plant facility are labour appropriate channels of communication
intensive and unionised. Any labour are provided to all employment unions at
disputes, strikes or wage negotiations Black Wattle to ensure effective and
may disrupt production and impact early engagement on employment matters,
earnings. in particular wage negotiations and
disputes.
Refer to the ‘Employment & diversity’
section on page 9 for further details.
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 The Group actively engages withSouth Africa . Regulation applicable to governments, regulators and other resource companies can often be subject stakeholders within the countries in to adverse and unexpected changes. which it operates. The Group endeavours Environmental, social, economic and tax to operate its businesses according to regulatory codes can be complex and high legal, ethical, social and human uncertain in their application. The rights standards and comply with all Group may be impacted by adverse applicable environmental, social and tax actions and decisions by governments laws and regulations. including operational delays, delays or loss of permits or licenses to operate. The Group’s assets and investments are Laws and regulations in the countries diversified across various countries in which we operate may change or be which reduces the Group’s exposure to implemented in a manner that may have a any particular country. The Board materially adverse effect on the Group. regularly assesses the political and Our operations may also be affected by socio-economic environment and related political, economic and unemployment risks of the countries it operates and instability, including terrorism, civil invests in. disorder, violent crime, war and social unrest. CASHFLOW RISK In order to mitigate this, we seek to balance the high risk of our mining operations with a dependable cash flow from ourUK property investment operations which are actively managed by Commodity price risk, currency London & Associated Properties PLC and volatility and the uncertainties our equity investment portfolio. Due to inherent in mining may result in the long term nature of the leases, the favourable or unfavourable cashflows. 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 The Group utilises the services of London & Associated Properties PLC whose Fluctuations in property values, which responsibility is to actively manage the are reflected in the Consolidated portfolio to improve rental income and Income Statement and Balance Sheet, are thus enhance the value of the portfolio dependent on an annual valuation of the over time. In addition, management Group’s commercial and residential regularly monitor banking covenants and development properties. A fall inUK other loan agreement obligations as well commercial and residential property can as the performance of our property have a marked effect on the assets in relation to the overall market profitability and the net asset value over time. of the Group as well as impact on covenants and other loan agreement Management continues to monitor and obligations. evaluate the impact of counter inflationary regulatory measures and the The economic performance of the United current economic performance of theUK Kingdom, including counter inflationary retail market on the future performance regulatory measures, as well as the of the Group’s existingUK portfolio. In current economic performance and trends addition, the Group assesses on an of theUK retail market, may impact the ongoing basis the performance of theUK level of rental income, yields and retail market on the Group’s banking associated property valuations of the covenants, loan obligations and future Group’sUK property assets including investment decisions. its investments in Joint Ventures. Refer to page 28 for details of the property portfolio performance.
Financial & performance review
The movement in the Group’s Adjusted EBITDA from £2.6million in 2023 to £10.9million in 2024 can mainly be attributed to the performance of the Group’s South African operations. Higher mining production, lower mining costs, and a higher proportion of sales into the export market offset lower coal prices in 2024.
EBITDA, adjusted EBITDA and mining production are used as key performance indicators for the Group and its mining activities as the Group has a strategic focus on the long term development of its existing mining reserves and the acquisition of additional mining reserves in order to realise shareholder value. Mining production can be defined as the coal quantity in metric tonnes extracted from our reserves during the period and held by the mine before any processing through the washing plant. Whilst profit/(loss) before tax is considered as one of the key overall performance indicators of the Group, the profitability of the Group and the Group’s mining activities can be impacted by the volatile and capital intensive nature of the mining sector. Accordingly, EBITDA and adjusted EBITDA are primarily used as key performance indicators as they are indicative of the value associated with the
Group’s mining assets expected to be
realised over the long term life of the Group’s mining reserves. In addition, for
the Group’s property investment operations, the net property valuation and net property revenue are utilised as key performance indicators as the Group’s substantial property portfolio reduces the risk profile for shareholders by providing stable cash generative
Key performance indicator
2024 2023
The key performance indicators for the Group are: £’000
£’000
For the Group:
Operating profit before depreciation, fair value adjustments and 10,850 2,647
exchange movements (adjusted EBITDA)
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 9,861 1,380
exchange movements (adjusted EBITDA)
EBITDA 9,837 1,222
Tonnes Tonnes
‘000 ‘000
Mining production 1,495 807
Quantity of coal sold 1,389 1,031
The key performance indicators of the Group Mining Property Other 2024
can be reconciled as follows:
£’000 £’000 £’000 £’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 9,861 653 336 10,850
(adjusted EBITDA)
Exchange movements (24) - - (24)
Fair value adjustments - 150 - 150
Gains on investments held at fair value through - - 68 68
profit and loss (FVPL)
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 Mining Property Other 2023
can be reconciled as follows:
£’000 £’000 £’000 £’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 1,380 711 556 2,647
(adjusted EBITDA)
Exchange movements (158) - - (158)
Fair value adjustments - 145 - 145
Gains on investments held at fair value through - - 759 759
profit and loss (FVPL)
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
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
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
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
South African Rand UK Sterling
2024 2023 2024 2023
R’000 R’000 £’000 £’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 400,482 201,886 17,103 8,802
costs and depreciation
Other operating costs (excluding (7,242) (7,422)
depreciation)
Operating profit before depreciation, fair
value adjustments and exchange movements 9,861 1,380
(adjusted EBITDA)
Exchange movements (24) (158)
EBITDA 9,837 1,222
2024 2023
R 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 268 250
operating costs and depreciation
2024 2023
‘000 ‘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.
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 Export 2024 Domestic Export 2023
‘000 ‘000 ‘000 ‘000 ‘000 ‘000
Quantity of coal sold in tonnes 1,180 209 1,389 897 134 1,031
Domestic Export 2024 Domestic Export 2023
R’000 R’000 R’000 R’000 R’000 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 ofcoal sold (458) (797)
Operating profit per tonne of coal sold before 288 196
other operating costs anddepreciation
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
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.
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
Joint venture property investments
The Group holds a £0.6million (2023: £0.6million) joint venture investment in
The Group continues to hold it 50% joint venture investment in
During the year the Group held an investment in
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
-- 55% of investments in listed equities with a market capitalisation of
greater than £10billion;
-- 25% of investments in listed equities with a market capitalisation of
greater than £1bn and less then £10billion;
-- 8% of investments in listed equities with a market capitalisation of
less than £1bn; and
-- 12% of an investment in a listed equity related investment fund.
Cashflow
The following table summarises the main components of the consolidated cashflow for the year:
Year ended Year ended
31 December 31 December
2024 2023
£’000 £’000
Cash flow generated from operations before working 10,850 2,647
capital and other items
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 1,175 3,242
sheet
Bank overdrafts (secured) (2,258) (3,534)
(1,083) (292)
Cash flow generated from operating activities increased compared to the prior year to £8.1million (2023: £1.8million). This can mainly be attributed to the increase in operating profit during the year to £7.0million (2023: £1.9million). The increase in operating profit can mainly be attributed to the stronger overall performance of the Group’s South African coal mining and processing operations.
Investing cashflows primarily reflect the net disposals of listed equity investments of £0.1million (2023: net acquisitions £0.8million) and capital expenditure during the year of £8.1million (2023: £5.9million) which can mainly be attributable to mine development costs at Black Wattle’s new mining area. As at year end the Group’s mining reserves, plant and equipment had a carrying value of £22.8million (2023: £18.8million) with capital expenditure being offset by depreciation of £4.0million (2023: £1.4milion) and exchange translation movements of £0.4million (2023: £2.0million) for the year.
Cash outflows from financing activities includes a net decrease in borrowings of £0.2million (2023: £0.5million). In addition, dividends were paid during the year to equity shareholders of £0.7million (2023: £2.3million).
Overall, the Group’s cash and cash equivalents decreased during the year by £0.8million (2023: £7.8million). The Group’s net balance of cash and cash equivalents (including bank overdrafts) at year end was negative £1.1million (2023: £0.3million).
The Group has considerable financial resources available at short notice including cash and cash equivalents (excluding bank overdrafts) of £1.2million (2023: £3.2million) and listed equity related investments of £15.0million (2023: £15.0million) as at year end. The above financial resources totalling £16.1million (2023: £18.2million).
The net assets of the Group reported as at year end were £36.5million (2023: £33.6million) and total assets at £62.1million (2023: £59.8million).
Liabilities decreased from £26.2million to £25.6million during the year primarily due to a decrease in overall borrowings from £7.5million to £6.1million, a decrease in tax payable from £5.2million to £3.8million offsetting an increase in trade and other payables from £11.6million to £12.9million.
Further details on the Group’s cashflow and financial position are stated in the Consolidated Cashflow Statement on page 70 and the Consolidated Balance Sheet on page 67 and 68.
Loans
The Group has a structured trade finance facility with Absa Bank Limited for R85million held by
In
Statement regarding Section 172 of the
Section 172 of the
-- 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
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
Finance Director
Governance
Management team
*
Andrew R Heller
MA, ACA
(Chairman & Managing Director)
(Finance Director)
(Director of Mining)
+
O
Clement R W Parish
(appointed
Clement Robin W Parish was appointed a director on
John A Heller LLB, MBA (Non-executive)
*
Rt Hon.
Stephen was appointed a Director on
Other directors and advisors
Secretary and registered office
Garrett Casey CA (SA)
Black Wattle Colliery and Sisonke Coal Processing Directors
Millicent Zvarayi
Company Registration
Company registration No. 00112155 (Incorporated in
Website
Auditor
Principal bankers
Santander UK PLC
Investec PLC
ABSA Bank (SA)
Corporate solicitors
Brandmullers Attorneys, Middelburg
Tugendhaft Wapnick Banchetti and
Partners,
Stockbrokers
Registrars and transfer office
MUFG Corporate Markets
LS1 4DL
International telephone: +44 371 664 0300
(Calls are charged at the standard geographic rate and will vary by provider. Calls outside the
Lines are open between
Website: https://www.mpms.mufg.com/
Email: shareholderenquiries@cm.mpms.mufg.com
* Member of the nomination committee
O Member of the audit & remuneration committee
+ Senior Independent Director, Member of the audit, nomination and remuneration committees.
Five year summary
2024 2023 2022 2021 2020
£’000 £’000 £’000 £’000 £’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 (380) 865 887 942 (1,315)
before tax
EBITDA 10,418 3,354 39,980 5,849 (2,387)
Operating profit before depreciation, fair
value adjustments and exchange movements 10,850 2,647 39,363 5,028 (1,111)
(adjusted EBITDA)
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 5,925 5,386 8,820 1,541 1,969
non-controlling interests
Total equity attributable to equity 32,283 31,990 33,802 17,512 16,073
shareholders
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
Directors’ report
The directors submit their report together with the audited financial statements for the year ended 31
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
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
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
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
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
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
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.
Directors
The directors of the company for the year were A R Heller, G J Casey,
The Rt Hon.
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.
During the year, the Company made an investment into a fund in which
Other than noted above, no director had any material interest in any contract or arrangement with the company during the year other than as shown in this report.
Directors’ shareholdings
The interests of the directors in the shares of the company, including family and trustee holdings where appropriate, are shown on page 43 of the Annual Remuneration Report.
Substantial interests
The following have advised that they have an interest in 3 per cent. or more of the issued share capital of the company as at
4,432,618 shares representing 41.6 per
London & Associated Properties PLC – 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 1,866,154 shares representing 17.53 per
Ltd – cent. of the issued share capital.
Disclosure of information to auditor
The directors in office at the date of approval of the financial statements have confirmed that as far as they are aware that there is no relevant audit information of which the auditor is unaware. Each of the directors has confirmed that they have taken all reasonable steps they ought to have taken as directors to make themselves aware of any relevant audit information and to establish that it has been communicated to the auditor.
Indemnities and insurance
The Articles of Association and
The Group has purchased directors’ and officers’ insurance during the year. In broad terms, the insurance cover indemnifies individual directors and officers against certain personal legal liability and legal defence costs for claims arising out of actions taken in connection with Group business.
Corporate Governance
The Board acknowledges the importance of good corporate governance. The paragraphs below set out how the company has applied this guidance during the year.
Principles of corporate governance
The Group’s Board appreciates the value of good corporate governance not only in the areas of accountability and risk management, but also as a positive contribution to business prosperity. The Board endeavours to apply corporate governance principles in a sensible and pragmatic fashion having regard to the circumstances of the Group’s business. The key objective is to enhance and protect shareholder value.
Board structure
The Board currently comprises the joint executive chairman and managing director, two other executive directors and four non-executive directors. Their details appear on page 31. The Board is responsible to shareholders for the proper management of the Group. The Directors’ responsibilities statement in respect of the accounts is set out on page 54. The non-executive directors have a particular responsibility to ensure that the strategies proposed by the executive directors are fully considered.
To enable the Board to discharge its duties, all directors have full and timely access to all relevant information and there is a procedure for all directors, in furtherance of their duties, to take independent professional advice, if necessary, at the expense of the Group. The Board has a formal schedule of matters reserved to it and meets bi-monthly.
The Board is responsible for overall Group strategy, approval of major capital expenditure projects and consideration of significant financing matters.
The following Board committees, which have written terms of reference, deal with specific aspects of the Group’s affairs:
-- In 2024, the nomination committee comprised of two non-executive
directors C A Joll (Chairman) (ceased to be a director on 18 April 2024 )
and JA Sibbald (ceased to be a director on 3 October 2024 ) as well as
the executive chairman. The committee is responsible for proposing
candidates for appointment to the Board, having regard to the balance
and structure of the Board. In appropriate cases recruitment consultants
are used to assist the process. Each director is subject to re-election
at least every three years. On 9 April 2025 , a new committee was formed
which comprises of Stephen Crabb (Chairman), John Wong , both independent
non-executive directors, and the executive chairman.
-- The remuneration committee is responsible for making recommendations to
the Board on the company’s framework of executive remuneration and its
cost. The committee determines the contractual terms, remuneration and
other benefits for each of the executive directors, including
performance related bonus schemes, pension rights and compensation
payments. The Board itself determines the remuneration of the
non-executive directors. During 2024, the committee comprised of two
non-executive directors C A Joll (Chairman) (ceased to be a director on
18 April 2024 ) and J A Sibbald (ceased to be a director on 3 October
2024 ). On 21 January 2025 , a new committee was formed which comprises of
Clement R W Parish (Chairman) and John Wong , both independent
non-executive directors. The company’s executive chairman is normally
invited to attend meetings. The report on directors’ remuneration is set
out on pages 41 to 50.
-- In 2024, the audit committee comprised of two non-executive directors C
A Joll (Chairman) (ceased to be a director on 18 April 2024 ) and JA
Sibbald (ceased to be a director on 3 October 2024 ). On 21 January 2025 ,
a new committee was formed which comprises of John Wong (Chairman) and
Clement R W Parish, both independent non-executive directors. Its prime
tasks are to review the scope of external audit, to receive regular
reports from the company’s auditor and to review the half-yearly and
annual accounts before they are presented to the Board, focusing in
particular on accounting policies and areas of management judgment and
estimation. The committee is responsible for monitoring the controls
which are in force to ensure the integrity of the information reported
to the shareholders. The committee acts as a forum for discussion of
internal control issues and contributes to the Board’s review of the
effectiveness of the Group’s internal control and risk management
systems and processes. The committee also considers annually the need
for an internal audit function. It advises the Board on the appointment
of external auditors and on their remuneration for both audit and
non-audit work, and discusses the nature and scope of the audit with the
external auditors. The committee, which meets formally at least twice a
year, provides a forum for reporting by the Group’s external auditors.
Where such directors were not members of the relevant committee, meetings are also attended, by invitation of the committee, by the Company’s executive chairman and finance director.
The audit committee also undertakes a formal assessment of the auditors’ independence each year which includes:
-- a review of non-audit services provided to the Group and related fees;
-- discussion with the auditors of a written report detailing consideration
of any matters that could affect independence or the perception of
independence;
-- a review of the auditors’ own procedures for ensuring the independence
of the audit firm and partners and staff involved in the audit,
including the regular rotation of the audit partner; and
-- obtaining written confirmation from the auditors that, in their
professional judgement, they are independent.
The audit committee report is set out on pages 50 and 51.
Performance evaluation – board, board committees and directors
The performance of the board as a whole and of its committees and the non-executive directors is assessed by the executive chairman and is discussed with the senior independent director. Their recommendations are discussed at the nomination committee prior to proposals for re-election being recommended to the Board. The performance of executive directors is discussed and assessed by the remuneration committee. The senior independent director meets regularly with the executive chairman and both the executive and non-executive directors individually outside of formal meetings. The directors will take outside advice in reviewing performance but have not found this necessary to date.
Independent directors
The independent non-executive directors during 2024 were
The independent directors regularly meet prior to Board meetings to discuss corporate governance issues.
Internal control
The directors are responsible for the Group’s system of internal control and review of its effectiveness annually. The Board has designed the Group’s system of internal control in order to provide the directors with reasonable assurance that its assets are safeguarded, that transactions are authorised and properly recorded and that material errors and irregularities are either prevented or would be detected within a timely period. However, no system of internal control can eliminate the risk of failure to achieve business objectives or provide absolute assurance against material misstatement or loss.
The key elements of the control system in operation are:
-- the Board meets regularly with a formal schedule of matters reserved to
it for decision and has put in place an organisational structure with
clearly defined lines of responsibility and with appropriate delegation
of authority;
-- there are established procedures for planning, approval and monitoring
of capital expenditure and information systems for monitoring the
Group’s financial performance against approved budgets and forecasts;
-- UK property and financial operations are closely monitored by members of
the Board and senior managers to enable them to assess risk and address
the adequacy of measures in place for its monitoring and control. The
South African operations are closely supervised by the UK based
executives through daily, weekly and monthly reports from the directors
and senior officers in South Africa . This is supplemented by regular
visits by the UK based finance director to the South African operations
which include checking the integrity of information supplied to the UK ;
and
-- as required by the Disclosure Guidance and Transparency Rules, the
Company has in place systems and controls to identify and classify
related party transactions and to ensure the Company complies with its
obligations in relation to such transactions.
The directors are guided by the internal control guidance for directors issued by the
Board and board committee meetings
The number of meetings during 2024 and attendance at regular Board meetings and Board committees was as follows:
Meetings
Meetings Attended
held
Board 5 5
Audit committee 2 2
A R Heller
Nomination committee 1 1
Remuneration committee 1 1
Board 5 5
G J Casey
Audit committee 2 2
R J Grobler Board 5 1
Board 2 1
C A Joll (ceased to be a Audit committee 2 1
director on 18 April 2024 )
Nomination committee 1 1
Remuneration committee 1 1
Board 4 4
J A Sibbald (ceased to be Audit committee 2 2
director on 3 October 2024 )
Nomination committee 1 1
Remuneration committee 1 1
J Wong Board 5 5
J A Heller Board 5 5
C R W Parish (appointed Board 2 2
director on 1 July 2024 )
S Crabb (appointed director on Board 1 1
1 November 2024)
There were no significant issues identified during the year ended
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
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
Annual General Meeting
The annual general meeting of the company (“Annual General Meeting”) will be held at
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
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
The authority granted by resolution 8 will expire on
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
Significant investments have been made in 2024 and 2023 in opening new mining areas at
In the
In
During the year,
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
Statement of the Chairman of the remuneration committee
The remuneration committee presents its report for the year ended
The previous remuneration committee comprised of two non-executive directors during the year,
Following the appointment of Clement R W Parish as a director on
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
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
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,
Clement R W Parish
Chairman – remuneration committee
Annual remuneration report
The following information has been audited:
Single total figure of remuneration for the year ended
Long Term Notional Total Total Total
Salaries Incentive Value of
Benefits Bonuses Awards Pension Vesting 2024 Fixed Variable
and Fees £’000 £’000 £’000 Share Remuneration Remuneration
£’000 £’000 Options £’000
£’000 £’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 27 - - - - - 27 27 -
18 April
2024)
J A Sibbald*
(ceased to be
a director on 17 2 - - - - 19 19 -
3 October
2024)
J Wong 100 - - - - - 100 100 -
J Heller - 9 - - - 9 9 -
C R W Parish
(appointed on 20 - - - - - 20 20 -
1 July 2024)
S Crabb
(appointed on 7 - - - - - 7 7 -
1 November
2024)
Total 1,529 97 400 - 134 - 2,160 1,760 400
*Members of the remuneration committee for the year ended
Single total figure of remuneration for the year ended
Notional Total Total Total
Salaries Long Term Value of
Benefits Bonuses Incentive Pension Vesting 2023 Fixed Variable
and Fees £’000 £’000 Awards £’000 Share Remuneration Remuneration
£’000 £’000 Options £’000
£’000 £’000
Executive
Directors
Sir Michael
Heller
(ceased to be 17 - - - - - 17 17 -
a director on
30 January
2023)
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 - 9 - - - - 9 9 -
29 March
2023)
Total 1,538 115 75 - 133 - 1,861 1,786 75
*Members of the remuneration committee for the year ended
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 February 2001 See note below 3 months
April 2024)
J A Sibbald (ceased to be a director on October 1988 See note below 3 months
3 October 2024)
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
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
Number of share options
Options
granted/ 31
Option 1 January Exercisable Exercisable
(Surrendered) December
price* 2024 from to
in 2024
2024
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.
The middle market price of
Payments to past directors
No payments were made to past directors in the year ended
Payments for loss of office
No payments for loss of office were made in the year ended
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.
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
Managing Director Annual bonus payout Long-term incentive
Managing Single total figure of against maximum vesting rates against
Year remuneration opportunity 2 maximum opportunity
Director1
£’000 % %
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
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.
Percentage change in remuneration
The table below represents the change in remuneration of the directors in comparison to employees of the company:
Employee
remuneration
on a
A R Executive R C A J A J Non-executive C R W S full-time
2024 Heller Grobler Joll Sibbald Wong Parish Crabb equivalent
G J Casey J Heller basis:
Employees of
the Company6
Base 0% 0% 2% 0% 456% 18% 0% N/A4 N/A5 (5%)
Salary
Benefits 3% 18% 0% (100%) (12%) 0% 0% N/A4 N/A5 18%
Bonuses N/A1 100% 0% 0% 0% 0% 0% N/A4 N/A5 100%
2023
Base 72% 55% (7%) 54% 0% 55% N/A3 N/A4 N/A5 (20%)
Salary
Benefits 17% 0% (6%) N/A1 0% 0% N/A3 N/A4 N/A5 0%
Bonuses (100%) (87%) (100%) 0% 0% 0% N/A3 N/A4 N/A5 (94%)
2022
Base 0% 5% 6% 30% 0% 10% N/A3 N/A4 N/A5 47%
Salary
Benefits 24% 0% 55% 0% 0% 0% N/A3 N/A4 N/A5 0%
Bonuses 175% 188% 102% 0% 0% 0% N/A3 N/A4 N/A5 478%
2021
Base 0% 20% 6% 0% 0% 0% N/A3 N/A4 N/A5 8%
Salary
Benefits (39%) (10%) 3% 0% 0% 0% N/A3 N/A4 N/A5 (26%)
Bonuses N/A1 N/A1 N/A1 0% 0% 0% N/A3 N/A4 N/A5 N/A1
2020
Base 0% 3% (7%) 5% 0% N/A2 N/A3 N/A4 N/A5 1%
Salary
Benefits 40% 18% (17%) 0% 0% N/A2 N/A3 N/A4 N/A5 33%
Bonuses (100%) (100%) (100%) 0% 0% N/A2 N/A3 N/A4 N/A5 (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
3
Mr J Heller was appointed as a non-executive Director on
4
Mr CRW Parish was appointed as a non-executive Director on
5
Mr S Crabb was appointed as a non-executive Director on
6
The comparator group chosen is all
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 2023
£’000 £’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.
Statement of implementation of remuneration policy
The remuneration policy was approved at the AGM on
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
The remuneration committee considered the overall performance of the group as well as of each executive director in the year ended
The Remuneration of the new non-executive directors, being Clement R Parish and Rt Hon
Shareholder voting
At the Annual General Meeting on
% of votes % of votes No of votes
for against withheld
Resolution to approve the Remuneration Report 74.57% 25.43% -
(18 June 2024)
Resolution to approve the Remuneration Policy 73.18% 26.82% 600,000
(6 June 2023)
The remuneration committee and directors have considered the percentage of votes against the resolutions to approve the remuneration report and policy. Reasons given by shareholders, as known by the directors, have been the level of remuneration awarded and the general remuneration policy itself. The remuneration committee consider the remuneration policy and performance conditions within remain appropriate and therefore no further action has been taken.
Service contracts
All executive directors have full-time contracts of employment with the company. Non-executive directors have contracts of service. No director has a contract of employment or contract of service with the company, its joint venture or associated companies with a fixed term which exceeds twelve months. Directors notice periods (see page 42 of the annual remuneration report) are set in line with market practice and of a length considered sufficient to ensure an effective handover of duties should a director leave the company.
All directors’ contracts as amended from time to time, have run from the date of appointment. Service contracts are kept at the registered office.
Remuneration policy table
The remuneration policy table below is an extract of the Group’s current remuneration policy on directors’ remuneration, which was approved by a binding vote at the 2023
AGM. The approved policy took effect from
Opportunity and
Element Purpose Policy Operation performance
conditions
Executive directors
Considered by No individual
remuneration director will be
To recognise: committee on awarded a base
appointment. Reviewed salary in excess
Skills annually of £1,200,000
Base salary Responsibility Set at a level per annum.
Accountability considered Paid monthly in
Experience appropriate to cash No specific
Value attract, retain performance
motivate and conditions are
reward the right attached to base
individuals. salaries.
Company
contribution
The contribution offered at up to
Company payable by the 10% of base
contribution company is salary as part
To provide offered at up to included in the of overall
competitive 10% of base director’s remuneration
Pension retirement salary as part contract of package.
benefits of overall employment.
remuneration No specific
package. Paid into money performance
purchase schemes conditions are
attached to
pension
contributions.
The costs
associated with
benefits offered
are closely
controlled and
reviewed on an
annual basis.
The committee
Contractual retains absolute No director will
benefits can discretion to receive benefits
include but are approve changes of a value in
not limited to: in contractual excess of 30% of
benefits in his base salary.
To provide a Car or car exceptional
Benefits competitive allowance circumstances or No specific
benefits Group health where factors performance
package cover outside the conditions are
Death in service control of the attached to
cover Group lead to contractual
Permanent health increased costs benefits.
insurance (e.g. medical
inflation) The value of
benefits for
each director
for the year
ended 31
December 2024 is
shown in the
table on page
41.
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
In assessing the assessed on an
performance of annual basis by
the executive the remuneration
team, and in The remuneration committee. In
particular to committee determining the
determine determines the level of the
whether bonuses level of bonus bonus, the
are merited the on an annual remuneration
To reward and remuneration basis applying committee will
Annual Bonus incentivise committee takes such performance take into
into account the conditions and account internal
overall performance and external
performance of measures as it factors and
the business. considers circumstances
appropriate that occur
Bonuses are during the year
generally under review.
offered in cash 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.
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
To provide currently has
executive Granted under Offered at one Share Option
directors with existing schemes appropriate Scheme (see page
Share Options a long-term (see page 43) times by the 43). For the
interest in the and new schemes remuneration 2012 scheme the
company committee 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.
Opportunity and
Element Purpose Policy Operation performance
conditions
Non-executive directors
Considered by the
board on No individual
appointment. director will be
awarded a base
Set at a level salary in excess
To recognise: considered of £125,000 per
appropriate to annum.
Base salary Skills attract, retain Reviewed annually
Experience and motivate the No specific
Value individual. performance
conditions are
Experience and attached to base
time required for salaries.
the role are
considered on
appointment.
Pension No pension
offered
The costs
associated with
the benefit
offered is
The committee closely
retains the controlled and
discretion to reviewed on an
approve changes annual basis.
No benefits in contractual
offered except benefits in No director will
for health exceptional receive benefits
Benefits cover (see annual circumstances or of a value in
remuneration where factors excess of 30% of
report outside the his base salary
page 41) control of the or £10,000
Group lead to whichever is the
increased costs higher.
(e.g. medical
inflation) No specific
performance
conditions are
attached to
contractual
benefits.
Non-executive
directors do not
Share Options 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.
Audit committee report
The committee’s terms of reference have been approved by the board and follow published guidelines, which are available from the company secretary.
Committee Composition
The audit committee comprised of two non-executive directors during the year,
Role and Responsibilities
The Audit Committee’s prime tasks are to:
-- review the scope of external audit, to receive regular reports from the
auditor and to review the half-yearly and annual accounts before they
are presented to the board, focusing in particular on accounting
policies and areas of management judgment and estimation;
-- monitor the controls which are in force to ensure the integrity of the
information reported to the shareholders;
-- assess key risks and to act as a forum for discussion of risk issues and
contribute to the board’s review of the effectiveness of the Group’s
risk management control and processes;
-- act as a forum for discussion of internal control issues and contribute
to the board’s review of the effectiveness of the Group’s internal
control and risk management systems and processes;
-- consider each year the need for an internal audit function;
-- advise the board on the appointment of external auditors and rotation of
the audit partner every five years, and on their remuneration for both
audit and non-audit work, and discuss the nature and scope of their
audit work;
-- participate in the selection of a new external audit partner and agree
the appointment when required;
-- undertake a formal assessment of the auditors’ independence each year
which includes:
- a review of non-audit services provided to the Group and related fees;
- discussion with the auditors of a written report detailing all relationships with the company and any other parties that could affect independence or the perception of independence;
- a review of the auditors’ own procedures for ensuring the independence of the audit firm and partners and staff involved in the audit, including the regular rotation of the audit partner; and
- obtaining written confirmation from the auditors that, in their professional judgement, they are independent.
Meetings
The committee meets prior to the annual audit with the external auditors to discuss the audit plan and again prior to the publication of the annual results. These meetings are attended by the external audit partner, executive chairman, director of finance and company secretary. Prior to bi-monthly board meetings the members of the committee meet on an informal basis to discuss any relevant matters which may have arisen. Additional formal meetings are held as necessary.
During the past year the committee:
-- met with the external auditors, and discussed their reports to the Audit
Committee;
-- approved the publication of annual and half-year financial results;
-- considered and approved the annual review of internal controls;
-- decided that due to the size and nature of operation there was not a
current need for an internal audit function;
-- agreed the independence of the auditors and approved their fees for
services as set out in note 5 to the financial statements.
Financial reporting
As part of its role, the Audit Committee assessed the audit findings that were considered most significant to the financial statements, including those areas requiring significant judgment and/or estimation. When assessing the identified financial reporting matters, the committee assessed quantitative materiality primarily by reference to profit before tax. The Board also gave consideration to:
-- the carrying value of the Group’s total assets, given that the Group
operates a principally asset based business;
-- the value of revenues generated by the Group, given the importance of
coal production and processing;
-- Adjusted EBITDA, given that it is a key trading KPI, when determining
quantitative materiality; and
-- Going concern, given the potential impact of macro-economic activity on
the Group’s operations.
The qualitative aspects of any financial reporting matters identified during the audit process were also considered when assessing their materiality. Based on the considerations set out above we have considered quantitative errors individually or in aggregate in excess of approximately £750,000 to £850,000 to be material.
External Auditors
Chairman – audit committee
Valuers’ certificates
To the directors of
In accordance with your instructions we have carried out a valuation of the freehold property interests held as at
Having regard to the foregoing, we are of the opinion that the open market value as at
2024 2023
£’000 £’000
Freehold 8,590 8,395
Leasehold 2,170 2,215
TOTAL 10,760 10,610
Carter Towler Leeds Regulated by
31 January 2025 Royal
Institute of
Chartered
Surveyors
Directors’ responsibilities statement
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors are required to prepare the Group financial statements in accordance with
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
Directors’ responsibilities pursuant to DTR4
The directors confirm to the best of their knowledge:
-- the Group financial statements have been prepared in accordance with
UK -adopted international accounting standards in conformity with the
requirements of the Companies Act 2006 and give a true and fair view of
the assets, liabilities, financial position and profit and loss of the
Group.
-- the annual report includes a fair review of the development and
performance of the business and the financial position of the Group and
the parent company, together with a description of the principal risks
and uncertainties that they face.
Independent auditor’s report to the shareholders of
Opinion
We have audited the financial statements of
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 (
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group and the Parent Company, the accounting processes and controls, and the industry in which they operate. We have determined the components of the group based on a combination of finance function and business function of each component.
Our scoping considerations for the Group audit were based both on financial information and risk. In total we have identified 3 distinct components within the group financial statements:
______________________________________________________________________________ |Component name: |Audit strategy | |_______________________________|______________________________________________| | |Kreston Reeves have undertaken a full | | |statutory audit of the Parent Company accounts| | |and the consolidation accounting. Kreston | |Consolidation level component |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. | |_______________________________|______________________________________________| | |Kreston Reeves have undertaken a full | |Investment properties component|statutory audit of the entities in the group | | |that make up the investment properties | | |component. | |_______________________________|______________________________________________| | |B.D.O. South Africa have undertaken full | |South Africa mining component |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.
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: |£760,000 (2023: £816,700) | | |£1,005,000) | | |_______________________|__________________________|___________________________| |Basis for determining |3% of net assets |3% of net assets | |materiality | | | |_______________________|__________________________|___________________________| | |The group's principal |The company’s principal | | |activity is that of an |activity is that of a | | |exploration and mining |holding company for the | | |operation and investment |group and as such has no | | |property holdings. To this|direct trade. It does hold | | |end the business is highly|investments in | | |asset focused. Therefore a|subsidiaries. Therefore a | | |benchmark for materiality |benchmark for materiality | |Rationale for benchmark|based on the net assets of|based on the net assets of | |applied |the group is considered to|the company is considered | | |be appropriate. This |to be appropriate. This | | |benchmark has been |benchmark has been selected| | |selected after taking into|after taking into account | | |account the key |the key performance | | |performance indicators |indicators used by | | |used by stakeholders of |stakeholders of these | | |these financial |financial statements. | | |statements. | | |_______________________|__________________________|___________________________| |Performance materiality|£690,000 (2023: £703,500) |£488,600 (2023: £571,600) | |_______________________|__________________________|___________________________| | |70% of materiality – | | | |capped at ISA 600 |70% of company materiality | |Basis for determining |performance materiality |– capped at ISA 600 | |performance materiality|applied from London & |performance materiality | | |Associated Properties PLC |applied | | |audit | | |_______________________|__________________________|___________________________| |Reporting threshold |£55,180 (2023: 50,200) |£34,900 (2023: £40,800) | |_______________________|__________________________|___________________________| |Basis for determining | |5% of materiality – capped | |reporting threshold |5% of materiality |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.
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) | |______________________________________________________________________________| | |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.| | | | |Significance and nature of the key |Rental income revenue was recalculated | |audit matter |based on the terms included in signed | | |lease agreements. With samples elected | |Revenue is a key performance indicator|from the tenancy schedules, tracing | |for users in assessing the group’s |entries into the financial statements. | |financial statements. Revenue |The revenue recognition stages detailed| |generated has a significant impact on |within the standard were carefully | |cash inflows and profit before tax for|considered to ensure revenue recognised| |the group. As such revenue is a key |was in line with these. | |determinant in profitability and the | | |group’s ability to generate cash. |Revenue streams were further | | |analytically reviewed via comparison to| |Revenue comprises two key revenue |our expectations. Expectations were | |streams: the sale of coal and property|based on a combination of prior | |rental income. |financial data/budgets and our own | | |assessments based on our knowledge | |Coal revenue is recognised when the |gained of the business. | |customer has a legally binding | | |obligation to settle under the terms |Cut-off of revenue was reviewed by | |of the contract. |analysing sales recorded during the | | |period just before and after the | |Rental income is recognised in the |financial year end and determining if | |Group income statement on a |the recognition applied was | |straight-line basis over the term of |appropriate. | |the lease. | | | |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. | |______________________________________________________________________________|
______________________________________________________________________________ |Valuation/impairment of investment properties: £10,966,0000 (2023: | |£10,818,000) | |______________________________________________________________________________| | |How our audit addressed the key audit | | |matter | | | | | |Appropriate classification of | |Significance and nature of the key |investment properties under IAS 40 was | |audit matter |considered, especially in relation to | | |long leasehold land and buildings. | |Investment properties comprise | | |freehold and long leasehold land and |External valuation reports were | |buildings. Investment properties are |obtained and vouched to stated fair | |carried at fair value in accordance |values. The competence and independence| |with IAS 40. |of the valuation experts was carefully | | |considered to ensure that the reports | |Investment properties are revalued |they produce can be relied upon. | |annually by professional external | | |surveyors and included in the balance |The key assumptions made within these | |sheet at their fair value. Gains or |reports were reviewed and considered | |losses arising from changes in the |for reasonableness, including rental | |fair values of assets are recognised |yield analysis. We have further | |in the consolidated income statement |performed our own separate impairment | |in the period to which they relate. In|considerations to consider if | |accordance with IAS 40, investment |events/factors in place at year end | |properties are not depreciated. |present material impairment indicators.| | | | |The fair value of the head leases is |We have further considered to threat of| |the net present value of the current |climate change with respect to the | |head rent payable on leasehold |potential impact on property values. | |properties until the expiry of the | | |lease. |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) | |______________________________________________________________________________| | |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, | |Significance and nature of the key |as governed by IAS 36, the life of mine| |audit matter |assessment was obtained. All | | |significant input variables were | |The purpose of mine development is to |considered and stress-tested to assess | |establish secure working conditions |headroom between modelling and the | |and infrastructure to allow the safe |value of mine development. | |and efficient extraction of | | |recoverable reserves. |Consideration was given to the | | |competence and independence of the | |Depreciation on mine development costs|technical expert involved with the | |is not charged until production |production of historic technical | |commences or the assets are put to |reports on which the life of mine | |use. On commencement of full |assessment is partially built. | |commercial production, depreciation is| | |charged over the life of the |Depreciation of mine development was | |associated mine reserves extractable |recalculated based on the unit of | |using the asset on a unit of |production basis to ensure accurately | |production basis. |recorded. This basis was also | | |considered for reasonableness by | |The unit of production calculation is |reference to the accounting policies of| |based on tonnes mined as a ratio to |industry peers. Additional | |proven and probable reserves and also |consideration was given to the | |includes future forecast capital |remaining expected life of coal mining | |expenditure. The cost recognised |more generally. | |includes the recognition of any | | |decommissioning assets related to mine|We have further considered to threat of| |development. |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. | |______________________________________________________________________________|
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors assessment of the Group and Parent companies ability to continue to adopt the going concern basis of accounting including the following:
-- We gained an understanding of the systems and controls around
managements’ going concern assessment, including for the preparation and
review process for forecasts and budgets.
-- Evidence obtained that management have undertaken a formal going concern
assessment, including sensitivity analysis on cash flow forecasts, clear
consideration of significant external factors and the potential
liquidity impact such factors on cash balances including available
facilities.
-- Analysed the financial strength of the business at the year end date and
considered key trends in balance sheet strength and business performance
over the last three years.
-- Confirmations gained that operation of the business, including mine
production and sale at Black Wattle Colliery have not been disrupted in
the period by any external or internal factors.
-- Testing the mechanical integrity of forecast model by checking the
accuracy and completeness of the model, including challenging the
appropriateness of estimates and assumptions with reference to empirical
data and external evidence.
-- Based on our above assessment we performed our own sensitivity analysis
in respect of the key assumptions underpinning the forecasts.
-- We performed stress-testing analysis on the core cash generating units
of the business to confirm cash inflow levels needed to maintain minimal
liquidity required to meet liabilities as they fall due.
-- We considered post year end performance of the business, comparing this
to budget as well as considering the development of key liquidity ratios
in the business.
-- The group's banking facility documentation was reviewed to ensure that
any covenants in place have not been breached.
-- We reviewed the adequacy and completeness of the disclosure included
within the financial statements in respect of going concern.
-- We considered climate change-related risks facing the business from a
physical and transitional risk perspective, this included careful
consideration of the estimated remaining life of coal mining as a viable
commercial endeavour.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Our consideration of climate change related risks
The financial impacts on the Group of climate change and the transition to a low-carbon economy (climate change) were considered in our audit where they have the potential to directly or indirectly impact key judgements and estimates within the financial statements.
The Group continues to develop its assessment of the potential impacts of climate change. Climate risks have the potential to materially impact the key judgements and estimates within the financial report. Our audit considered those risks that could be material to the key judgements and estimates in the assessment of the carrying value of non-current assets and closure and rehabilitation provisions.
The key judgements and estimates included in the financial statements incorporate actions and strategies, to the extent they have been approved and can be reliably estimated in accordance with the Group’s accounting policies. Accordingly, our key audit matters address how we have assessed the Group’s climate-related assumptions to the extent they impact each key audit matter.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor’s report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Our opinion on the Remuneration Report
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 (
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
-- We obtained an understanding of the legal and regulatory frameworks that
are applicable to the Group and determined that the most significant are
those that relate to the reporting framework and the relevant tax
compliance regulations in the jurisdictions in which Bisichi PLC
operates. In addition, we concluded that there are certain significant
laws and regulations that may have an effect on the determination of the
amounts and disclosures in the financial statements, mainly relating to
health and safety, employee matters, bribery and corruption practices,
environmental and certain aspects of company legislation recognising the
regulated nature of the Group’s mining activities and its legal form.
-- Detailed discussions were held with management to identify any known or
suspected instances of non- compliance with laws and regulations.
-- Identifying and assessing the design effectiveness of controls that
management has in place to prevent and detect fraud.
-- With the assistance of an external auditor’s expert challenging
assumptions and judgements made by management in its significant
accounting estimates, including assessing the capabilities of the
property valuers and discussing with the valuers how their valuations
were calculated and the data and assumptions they have used to calculate
these.
-- Performing analytical procedures to identify any unusual or unexpected
relationships, including related party transactions, that may indicate
risks of material misstatement due to fraud.
-- Confirmation of related parties with management, and review of
transactions throughout the period to identify any previously
undisclosed transactions with related parties outside the normal course
of business.
-- Reading minutes of meetings of those charged with governance, reviewing
internal audit reports and reviewing correspondence with relevant tax
and regulatory authorities.
-- Performing integrity testing to verify the legitimacy of banking records
obtained from management.
-- Review of significant and unusual transactions and evaluation of the
underlying financial rationale supporting the transactions.
-- Identifying and testing journal entries, in particular any manual
entries made at the year end for financial statement preparation.
-- We ensured our global audit team (including Kreston Reeves and BDO) has
deep industry experience through working for many years on relevant
audits, including experience of mining and investment property
management. Our audit planning included considering external market
factors, for example geopolitical risk, the potential impact of climate
change, commodity price risk and major trends in the industry.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
As part of an audit in accordance with ISAs (
-- 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.
For and on behalf of
Chartered Accountants
Statutory Auditor
Date: 28 April 2025
Financial statements
Consolidated income statement
for the year ended 31 December 2024
2024 2023
2024 2024 2023 2023
Revaluations Revaluations
Notes Trading Total Trading and Total
and impairment
£’000 impairment £’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 1 6,806 - 6,806 1,154 - 1,154
adjustments and
exchange
movements
Exchange losses 1 (24) - (24) (158) - (158)
Increase in
value of 1,4,11 - 150 150 - 145 145
investment
properties
Gain on
investments 1,13,18 - 68 68 - 759 759
held at fair
value
Operating 1 6,782 218 7,000 996 904 1,900
profit
Share of loss/
(profit) in 13 (28) (598) (626) (31) (8) (39)
joint ventures
Profit before
interest and 6,754 (380) 6,374 965 896 1,861
taxation
Interest 110 - 110 222 - 222
receivable
Interest 7 (1,464) - (1,464) (1,473) - (1,473)
payable
Profit/(Loss) 5 5,400 (380) 5,020 (286) 896 610
before tax
Taxation 8 (1,663) 48 (1,615) (47) (253) (300)
Profit/(Loss) 3,737 (332) 3,405 (333) 643 310
for the year
Attributable
to:
Equity holders 1,449 (332) 1,117 (384) 643 259
of the company
Non-controlling 27 2,288 - 2,288 51 - 51
interest
Profit/(Loss) 3,737 (332) 3,405 (333) 643 310
for the year
Profit per 10 10.46p 2.43p
share – basic
Profit per 10 10.46p 2.43p
share – diluted
Trading gains and losses reflect all the trading activity on mining and property operations and realised gains. Revaluations and impairment gains and losses reflects the revaluation of investment properties and other assets within the Group and any proportion of unrealised gains and losses within Joint Ventures. The total column represents the consolidated income statement presented in accordance with IAS 1.
Consolidated statement of other comprehensive income
for the year ended 31 December 2024
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 balance sheet
at 31 December 2024
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 13 631 1,002
method
Other investments at fair value through profit and loss 13 14,339 14,258
(“FVPL”)
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
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 1,112 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
G J Casey
Company Registration No. 00112155
Director
Director
Consolidated statement of changes in shareholders’ equity
for the year ended 31 December 2024
Non-
Share Share Translation Other Retained Total
Total controlling
capital Premium reserves reserves earnings equity
£’000 interest
£’000 £’000 £’000 £’000 £’000 £’000
£’000
Balance at 1 1,068 258 (2,559) 1,112 33,923 33,802 1,759 35,561
January 2023
Profit for the - - - - 259 259 51 310
year
Other
comprehensive - - (469) - - (469) (206) (675)
expense
Total
comprehensive - - (469) - 259 (210) (155) (365)
(expense)/income
for the year
Dividend (note - - - - (1,602) (1,602) - (1,602)
9)
Balance at 1 1,068 258 (3,028) 1,112 32,580 31,990 1,604 33,594
January 2024
Profit for the - - - - 1,117 1,117 2,288 3,405
year
Other
comprehensive - - (77) - - (77) (45) (122)
expense
Total
comprehensive - - (77) - 1,117 1,040 2,243 3,283
(expense)/income
for the year
Dividend (note - - - - (747) (747) - (747)
9)
Balance at 31 1,068 258 (3,105) 1,112 32,950 32,283 3,847 36,130
December 2024
Consolidated cash flow statement
for the year ended 31 December 2024
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 11,243 2,780
Interest received 110 222
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 (8,132) (5,944)
and equipment
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 1,175 3,242
sheet
Bank overdrafts (secured) (2,258) (3,534)
(1,083) (292)
Group accounting policies
for the year ended 31 December 2024
General information
Basis of accounting
The results for the year ended 31 December 2024 have been prepared in accordance with
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:
£1 Sterling: £1 Sterling:
Rand 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
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
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
In December 2024, the Group signed a renewed 5 year term facility of £3.9m with
During the year,
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.
The Group has adopted all of the new and revised Standards and Interpretations issued by the
Standard Overview Impact
Clarifies that the
Amendments to IAS 1 - classification of liabilities
Classification of as current or noncurrent No significant impact
Liabilities as Current or should be based on rights
Non-current that exist at the end of the
reporting period.
Clarifies that only those
covenants with which an
Amendments to IAS 1 - entity must comply on or
Non-current Liabilities with before the end of the No significant impact
Covenants reporting period affect the
classification of a liability
as current or non-current.
Specifies requirements
Amendments to IFRS 16- Lease relating to measuring the
Liability in a Sale and lease liability in a sale and No significant impact
Leaseback leaseback transaction after
the date of the transaction.
Amendments to IAS 7 and IFRS Requires an entity to provide
7- Supplier Finance additional disclosures about No significant impact
Arrangements 4 5 its supplier finance
arrangements.
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
Effective date: 1 January
2025 (early adoption
permitted). The amendments
have been made to clarify:
Amendments to IAS 21 – Lack No significant impact
of Exchangeability -- when a currency is expected
exchangeable into
another currency; and
-- how a company
estimates a spot rate
when a currency lacks
exchangeability.
Effective date: 1 January
2026 (early adoption
permitted). These amendments:
-- Clarify the
requirements for the
timing of recognition
and derecognition of
some financial assets
and liabilities, with
a new exception for
some financial
liabilities settled
through an electronic
cash transfer system;
-- Clarify and add
further guidance for
assessing whether a
Amendment to IFRS 9 and IFRS financial asset meets
7 - Classification and the solely payments No significant impact
Measurement of Financial of principal and expected
Instruments 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).
Effective date: 1 January
2027 (early adoption
permitted). This is the new
standard on presentation and
disclosure in financial
statements, with a focus 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;
IFRS 18 Presentation and -- Required disclosures No significant impact
Disclosure in Financial in the financial expected
Statements 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.
Effective date: 1 January
2027 (early adoption
permitted). This new standard
works alongside other IFRS
Accounting Standards. An
eligible subsidiary applies
the 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
IFRS 19 Subsidiaries without of the users of eligible
Public Accountability: subsidiaries’ financial No significant impact
Disclosures statements with cost savings expected
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.
We are committed to improving disclosure and transparency and will continue to work with our different stakeholders to ensure they understand the detail of these accounting changes. We continue to remain committed to a robust financial policy.
Key judgements and estimates
Areas where key estimates and judgements are considered to have a significant effect on the amounts recognised in the financial statements include:
Life of mine and reserves
The directors consider their judgements and estimates surrounding the life of the mine and its reserves, as disclosed in note 12, to have a significant effect on the amounts recognised in the financial statements and to be an area where the financial statements are subject to significant estimation uncertainty. The life of mine remaining is currently estimated at 5 years. This life of mine is based on the Group’s existing coal reserves including reserves acquired but subject to regulatory approval. The Group continues to evaluate new opportunities to extend the life of its existing mining and processing operations in
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
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
The impairment test indicated significant headroom as at 31 December 2024 and therefore no impairment is considered appropriate. The key assumptions include: coal prices, including domestic coal prices based on recent pricing and assessment of market forecasts for export coal; production based on proven and probable reserves assessed by the independent Competent Person and yields associated with mining areas based on assessments by the Competent Person and empirical data. An 8% reduction in average forecast coal prices or a 5% reduction in yield would give rise to a breakeven scenario. However, the directors consider the forecasted yield levels and pricing to be appropriate and supportable best estimates.
Fair value measurements of investment properties
An assessment of the fair value of investment properties, is required to be performed. In such instances, fair value measurements are estimated based on the amounts for which the assets and liabilities could be exchanged between market participants. To the extent possible, the assumptions and inputs used take into account externally verifiable inputs. However, such information is by nature subject to uncertainty. The fair value of investment property is set out in note 11, whilst the carrying value of investments in joint ventures which themselves include investment property held at fair value by the joint venture is set out at note 13.
Measurement of development property
The development property included within the Group’s joint venture investment in West Ealing Projects limited is considered by Management to fall outside the scope of investment property. A property intended for sale in the ordinary course of business or in the process of construction or development for such sale, for example, property acquired exclusively with a view to subsequent disposal in the near future or for development and resale is expected to be recorded under the accounting standard of IAS 2 Inventories. The directors have discussed the commercial approach with the directors of the underlying joint venture and the current plan is to sell or to complete the development and sell. The Directors therefore consider the key judgement of accounting treatment of the property development under IAS 2 Inventories to be correct.
IAS 2 Inventories require the capitalised costs to be held at the lower of cost or net realisable value. At 31 December 2024, the costs capitalised within the development based on a director’s appraisal for the property estimated the net realisable value at a surplus over the cost for the development. The directors have reviewed the underlying inputs and key assumptions made in the appraisal and consider them adequate. However, such information is by nature subject to uncertainty. The cost of the development property is set out in note 14.
Basis of consolidation
The Group accounts incorporate the accounts of
The definition of control assumes the simultaneous fulfilment of the following three criteria:
-- The parent company holds decision-making power over the relevant
activities of the investee,
-- The parent company has rights to variable returns from the investee, and
-- The parent company can use its decision-making power to affect the
variable returns.
Investees are analysed for their relevant activities and variable returns, and the link between the variable returns and the extent to which their relevant activities could be influenced in order to ensure the definition is correctly applied.
Revenue
The Group’s revenue from contracts with customers, as defined under IFRS 15, includes coal revenue and service charge income. Coal revenue is derived principally from export revenue and domestic revenue.
Both export revenue and domestic revenue is recognised when the customer has a legally binding obligation to settle under the terms of the contract when the performance obligations have been satisfied, which is once control of the goods has transferred to the buyer at the delivery point. For export revenue this is generally recognised when the product is delivered to the export terminal location specified in the customer contract, at which point control of the goods have been transferred to the customer. For domestic coal revenues this is generally recognised on collection by the customer from the mine or from the mine’s rail siding when loaded into transport, where the customer pays the transportation costs. Fulfilment costs to satisfy the performance obligations of coal revenues such as transport and loading costs borne by the Group from the mine to the delivery point are recoded in operating costs.
Coal revenue is measured based on consideration specified in the contract with a customer on a per metric tonne basis. Both export and domestic contracts are typically on a specified coal volume basis and less than a year in duration. Export contracts are typically linked to the price of Free on Board (FOB) Coal from Richards Bay Coal Terminal (API4 price). Domestic contracts are typically linked to a contractual price agreed.
Service charges recoverable from tenants are recognised over time as the service is rendered.
Lease property rental income, as defined under IFRS 16, is recognised in the Group income statement on a straight-line basis over the term of the lease. This includes the effect of lease incentives.
Expenditure
Expenditure is recognised in respect of goods and services received. Where coal is purchased from third parties at point of extraction the expenditure is only recognised when the coal is extracted and all of the significant risks and rewards of ownership have been transferred.
Investment properties
Investment properties comprise freehold and long leasehold land and buildings and head leases. Investment properties are carried at fair value in accordance with IAS 40 ‘Investment Properties’. Properties are recognised as investment properties when held for long-term rental yields, and after consideration has been given to a number of factors including length of lease, quality of tenant and covenant, value of lease, management intention for future use of property, planning consents and percentage of property leased. Investment properties are revalued annually by professional external surveyors and included in the balance sheet at their fair value. Gains or losses arising from changes in the fair values of assets are recognised in the consolidated income statement in the period to which they relate. In accordance with IAS 40, investment properties are not depreciated. The fair value of the head leases is the net present value of the current head rent payable on leasehold properties until the expiry of the lease.
Mining reserves, plant and equipment and development cost
The cost of property, plant and equipment comprises its purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in accordance with agreed specifications. Freehold land included within mining reserves is not depreciated. Other property, plant and equipment is stated at historical cost less accumulated depreciation. The cost recognised includes the recognition of any decommissioning assets related to property, plant and equipment.
The purpose of mine development is to establish secure working conditions and infrastructure to allow the safe and efficient extraction of recoverable reserves. Depreciation on mine development costs is not charged until production commences or the assets are put to use. On commencement of full commercial production, depreciation is charged over the life of the associated mine reserves extractable using the asset on a unit of production basis. The unit of production calculation is based on tonnes mined as a ratio to proven and probable reserves and also includes future forecast capital expenditure. The cost recognised includes the recognition of any decommissioning assets related to mine development.
Post production stripping
In surface mining operations, the Group may find it necessary to remove waste materials to gain access to coal reserves prior to and after production commences. Prior to production commencing, stripping costs are capitalised until the point where the overburden has been removed and access to the coal seam commences. Subsequent to production, waste stripping continues as part of extraction process as a mining production activity. There are two benefits accruing to the Group from stripping activity during the production phase: extraction of coal that can be used to produce inventory and improved access to further quantities of material that will be mined in future periods. Economic coal extracted is accounted for as inventory. The production stripping costs relating to improved access to further quantities in future periods are capitalised as a stripping activity asset, if and only if, all of the following are met:
-- it is probable that the future economic benefit associated with the
stripping activity will flow to the Group;
-- the Group can identify the component of the ore body for which access
has been improved; and
-- the costs relating to the stripping activity associated with that
component or components can be measured reliably.
In determining the relevant component of the coal reserve for which access is improved, the Group componentises its mine into geographically distinct sections or phases to which the stripping activities being undertaken within that component are allocated. Such phases are determined based on assessment of factors such as geology and mine planning.
The Group depreciates deferred costs capitalised as stripping assets on a unit of production method, with reference the tons mined and reserve of the relevant ore body component or phase. The cost is recognised within Mine development costs within the balance sheet.
Other assets and depreciation
The cost, less estimated residual value, of other property, plant and equipment is written off on a straight-line basis over the asset’s expected useful life. This includes the washing plant and other key surface infrastructure. Residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. Changes to the estimated residual values or useful lives are accounted for prospectively. Heavy surface mining and other plant and equipment is depreciated at varying rates depending upon its expected usage.
The depreciation rates generally applied are:
Mining equipment Straight line basis over its useful life (5-10% per cent per
annum) or the life of the mine
Motor 20-33 per cent per annum
vehicles
Office equipment 10 – 33 per cent per annum
Provisions and contingent liabilities
Provisions are recognised when the Group has a present obligation as a result of a past event which it is probable will result in an outflow of economic benefits that can be reliably estimated.
A provision for rehabilitation of the mine is initially recorded at present value and the discounting effect is unwound over time as a finance cost. Changes to the provision as a result of changes in estimates are recorded as an increase / decrease in the provision and associated decommissioning asset. The decommissioning asset is depreciated in line with the Group’s depreciation policy over the life of mine. The provision includes the restoration of the underground, opencast, surface operations and de-commissioning of plant and equipment. The timing and final cost of the rehabilitation is uncertain and will depend on the duration of the mine life and the quantities of coal extracted from the reserves.
Management exercises judgment in measuring the Group’s exposures to contingent liabilities through assessing the likelihood that a potential claim or liability will arise and where possible in quantifying the possible range of financial outcomes. Where there is a dispute and where a reliable estimate of the potential liability cannot be made, or where the Group, based on legal advice, considers that it is improbable that there will be an outflow of economic resources, no provision is recognised.
Employee benefits
Share based remuneration
The company operates a share option scheme. The fair value of the share option scheme is determined at the date of grant. This fair value is then expensed on a straight-line basis over the vesting period, based on an estimate of the number of shares that will eventually vest. The fair value of options granted is calculated using a binomial or Black-Scholes-Merton model. Payments made to employees on the cancellation or settlement of options granted are accounted for as the repurchase of an equity interest, i.e. as a deduction from equity. Details of the share options in issue are disclosed in the Directors’ Remuneration Report on page 42 under the heading Share option schemes which is within the audited part of that report.
Pensions
The Group operates a defined contribution pension scheme. The contributions payable to the scheme are expensed in the period to which they relate.
Foreign currencies
Monetary assets and liabilities are translated at year end exchange rates and the resulting exchange rate differences are included in the consolidated income statement within the results of operating activities if arising from trading activities, including inter-company trading balances and within finance cost/income if arising from financing.
For consolidation purposes, income and expense items are included in the consolidated income statement at average rates, and assets and liabilities are translated at year end exchange rates. Translation differences arising on consolidation are recognised in other comprehensive income. Foreign exchange differences on intercompany loans are recorded in other comprehensive income when the loans are not considered as trading balances and are not expected to be repaid in the foreseeable future. Where foreign operations are disposed of, the cumulative exchange differences of that foreign operation are recognised in the consolidated income statement when the gain or loss on disposal is recognised.
Transactions in foreign currencies are translated at the exchange rate ruling on the transaction date.
Financial instruments
Financial assets and financial liabilities are recognised in the Group’s consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument.
Financial assets
Financial assets are classified as either financial assets at amortised cost, at fair value through other comprehensive income (“FVTOCI”) or at fair value through profit or loss (“FVPL”) depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset.
A loss allowance for expected credit losses is determined for all financial assets, other than those at FVPL, at the end of each reporting period. The Group applies a simplified approach to measure the credit loss allowance for trade receivables using the lifetime expected credit loss provision. The lifetime expected credit loss is evaluated for each trade receivable taking into account payment history, payments made subsequent to year end and prior to reporting, past default experience and the impact of any other relevant and current observable data. The Group applies a general approach on all other receivables classified as financial assets. The general approach recognises lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. The Group derecognises financial liabilities when the Group’s obligations are discharged, cancelled or have expired.
Bank loans and overdrafts
Bank loans and overdrafts are included as financial liabilities on the Group balance sheet at the amounts drawn on the particular facilities net of the unamortised cost of financing. Interest payable on those facilities is expensed as finance cost in the period to which it relates.
Lease liabilities
For any new contracts entered into the Group considers whether a contract is, or contains a lease. A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration’. To apply this definition the Group assesses whether the contract contains an identified asset and has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use.
At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet. Right-of-use assets, excluding property head leases, have been included in property, plant and equipment and are measured at cost, which is made up of the initial measurement of the lease liability and any initial direct costs incurred by the Group. The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group’s incremental borrowing rate. Liabilities relating to short term leases are included within trade and other payables.
Lease payments included in the measurement of the lease liability are made up of fixed payments and variable payments based on an index or rate, initially measured using the index or rate at the commencement date. Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is re-measured to reflect any reassessment or modification. When the lease liability is re-measured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero.
Lease liabilities that arise for investment properties held under a leasehold interest and accounted for as investment property are initially calculated as the present value of the minimum lease payments, reducing in subsequent reporting periods by the apportionment of payments to the lessor.
The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients available in IFRS 16. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term.
Investments
Current financial asset investments and other investments classified as non-current (“The investments”) comprise of shares in listed companies. The investments are measured at fair value. Any changes in fair value are recognised in the profit or loss account and accumulated in retained earnings.
Trade receivables
Trade receivables are accounted for at amortised cost. Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate expected credit loss allowances for estimated recoverable amounts as the interest that would be recognised from discounting future cash payments over the short payment period is not considered to be material.
Trade payables
Trade payables cost are not interest bearing and are stated at their nominal value, as the interest that would be recognised from discounting future cash payments over the short payment period is not considered to be material.
Other financial assets and liabilities
The Group’s other financial assets and liabilities not disclosed above are accounted for at amortised cost.
Joint ventures
Investments in joint ventures, being those entities over whose activities the Group has joint control, as established by contractual agreement, are included at cost together with the Group’s share of post-acquisition reserves, on an equity basis. Dividends received are credited against the investment. Joint control is the contractually agreed sharing of control over an arrangement, which exists only when decisions about relevant strategic and/or key operating decisions require unanimous consent of the parties sharing control. Control over the arrangement is assessed by the Group in accordance with the definition of control under IFRS 10. Loans to joint ventures are classified as non-current assets when they are not expected to be received in the normal working capital cycle. Trading receivables and payables to joint ventures are classified as current assets and liabilities.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost includes materials, direct labour and overheads relevant to the stage of production. Cost is determined using the weighted average method. Net realisable value is based on estimated selling price less all further costs of completion and all relevant marketing, selling and distribution costs.
Impairment
Whenever events or changes in circumstance indicate that the carrying amount of an asset may not be recoverable an asset is reviewed for impairment. This includes mining reserves, plant and equipment and net investments in joint ventures. A review involves determining whether the carrying amounts are in excess of their recoverable amounts. An asset’s recoverable amount is determined as the higher of its fair value less costs of disposal and its value in use. Such reviews are undertaken on an asset-by-asset basis, except where assets do not generate cash flows independent of other assets, in which case the review is undertaken on a cash generating unit basis.
If the carrying amount of an asset exceeds its recoverable amount an asset’s carrying value is written down to its estimated recoverable amount (being the higher of the fair value less cost to sell and value in use) if that is less than the asset’s carrying amount. Any change in carrying value is recognised in the comprehensive income statement.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the tax computations, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. In respect of the deferred tax on the revaluation surplus, this is calculated on the basis of the chargeable gains that would crystallise on the sale of the investment portfolio as at the reporting date. The calculation takes account of indexation on the historical cost of the properties and any available capital losses.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the Group income statement, except when it relates to items charged or credited directly to other comprehensive income, in which case it is also dealt with in other comprehensive income.
Dividends
Dividends payable on the ordinary share capital are recognised as a liability in the period in which they are approved.
Cash and cash equivalents
Cash comprises cash in hand and on-demand deposits. Cash and cash equivalents comprises short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and original maturities of three months or less. The cash and cash equivalents shown in the cashflow statement are stated net of bank overdrafts that are repayable on demand as per IAS 7. This includes the structured trade finance facility held in
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
Notes to the financial statements
for the year ended 31 December 2024
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 5,817 653 336 6,806
& exchange movements
Revaluation of investments & exchange (24) 150 68 194
movements
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 61,050
ventures and assets held for sale
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
Total
Geographic analysis Kingdom Africa
£’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
2023
Mining Property Other Total
Business analysis
£’000 £’000 £’000 £’000
Significant revenue customer A 22,283 - - 22,283
Significant revenue customer B 10,659 - - 10,659
Significant revenue customer C 4,854 - - 4,854
Other revenue 9,628 1,268 561 11,457
Segment revenue 47,424 1,268 561 49,253
Operating profit before fair value adjustments (113) 711 556 1,154
& exchange movements
Revaluation of investments & exchange (158) 145 759 746
movements
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 58,461
ventures and assets held for sale
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
Total
Geographic analysis Kingdom Africa
£’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
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).
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 65 55
company’s annual accounts
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
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
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
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
9. SHAREHOLDER DIVIDENDS
2024 2024 2023 2023
Per share £’000 Per share £’000
Dividends paid during the year relating to the 7p 747 12p 1,282
prior period
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 Total
Leasehold Lease
£’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.
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
Each year external valuers are appointed by the Executive Directors on behalf of the Board. The valuers are selected based upon their knowledge, independence and reputation for valuing assets such as those held by the Group.
Valuations are performed annually and are performed consistently across all investment properties in the Group’s portfolio. At each reporting date appropriately qualified employees of the Group verify all significant inputs and review the computational outputs. Valuers submit their report to the Board on the outcome of each valuation round.
Valuations take into account tenure, lease terms and structural condition. The inputs underlying the valuations include market rent or business profitability, likely incentives offered to tenants, forecast growth rates, yields, EBITDA, discount rates, construction costs including any specific site costs (for example section 106), professional fees, developer’s profit including contingencies, planning and construction timelines, lease regear costs, planning risk and sales prices based on known market transactions for similar properties to those being valued.
Valuations are based on what is determined to be the highest and best use. When considering the highest and best use a valuer will consider, on a property by property basis, its actual and potential uses which are physically, legally and financially viable. Where the highest and best use differs from the existing use, the valuer will consider the cost and likelihood of achieving and implanting this change in arriving at its valuation.
There are often restrictions on Freehold and Leasehold property which could have a material impact on the realisation of these assets. The most significant of these occur when planning permission or lease extension and renegotiation of use are required or when a credit facility is in place. These restrictions are factored in the property’s valuation by the external valuer.
IFRS 13 sets out a valuation hierarchy for assets and liabilities measured at fair value as follows:
Level 1: valuation based on inputs on quoted market prices in active markets
Level 2: valuation based on inputs other than quoted prices included within level 1 that maximise the use of observable data directly or from market prices or indirectly derived from market prices.
Level 3: where one or more significant inputs to valuations are not based on observable market data
The inter-relationship between key unobservable inputs and the Groups’ properties is detailed in the table below:
Carrying/ Carrying/ Range Range
Class of Valuation Key fair value fair value (weighted (weighted
property technique unobservable
Level 3 inputs 2024 2023 average) average)
£’000 £’000 2024 2023
Freehold – Estimated
Income rental £5 – £29 £4 – £29
external capitalisation 8,590 8,395
valuation value per sq (£21) (£21)
ft p.a
8.9% – 8.8% –
Equivalent 12.8% 13.5%
Yield
(10.5%) (10.7%)
Long Estimated
leasehold Income rental £9 – £9 £9 – £9
– external capitalisation 2,170 2,215
valuation value per sq (£9) (£9)
ft p.a
10.6% – 10.4% –
Equivalent 10.6% 10.4%
yield
(10.6%) (10.4%)
At 31 10,760 10,610
December
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 Equivalent yield
value
25 basis Point
10% increase or
contraction or
decrease 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)
12. MINING RESERVES, PLANT AND EQUIPMENT
Mining Mining Motor Office
Total
reserves equipment and vehicles equipment
development costs £’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 925 20,273 264 109 21,571
at 1 January 2024
Exchange adjustment (13) (332) (4) (1) (350)
Charge for the year 3,969 54 21 4,044
Disposals - - (69) - (69)
Accumulated depreciation 912 23,910 245 129 25,196
at 31 December 2024
Net book value at 31 1,138 21,458 134 41 22,771
December 2024
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 1,099 21,347 256 97 22,799
at 1 January 2023
Exchange adjustment (174) (2,517) (20) (10) (2,721)
Charge for the year 1,443 28 22 1,493
Disposals - - - - -
Accumulated depreciation 925 20,273 264 109 21,571
at 31 December 2023
Net book value at 31 1,134 17,588 115 59 18,896
December 2023
Included in the above line items are right-of-use assets over the following:
Mining Motor
Total
Equipment and development costs vehicles
£’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 121 46 167
2024
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 128 9 137
2023
13. INVESTMENTS HELD AS NON-CURRENT ASSETS
2023
2024
Net
Net 2024 investment 2023
investment in joint
Other in joint Other
ventures
£’000 ventures £’000
assets
assets
£’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 (1) - - -
investment
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 4,565 6,843
on stock exchanges in the United Kingdom
Net book and market value of readily realisable investments listed 8,323 7,415
on overseas stock exchanges
14,339 14,258
Dividend income from investments held as non-current assets was £308,000 (2023: £501,000) for the year.
14. JOINT VENTURES
Development Physics Limited
The company owned a third of the issued share capital of Development Physics Limited, an unlisted property development company. The remaining two thirds were held equally by London & Associated Properties PLC and Metroprop Real Estate Ltd. The company has subsequently been closed and the investment written off during the year. At year end, the carrying value of the investment held by the Group was £Nil (2023: negative: £24,000). Included in the share of loss in joint venture in the Income Statement is a write down in loans to the company of £255,000 (2023: £nil). Development Physics Limited was incorporated in
The company owns 50% of the issued share capital of
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
Development West Development West
Dragon Ealing 2024 Dragon Ealing 2023
Physics Physics
£’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 - - - - - (2) - (2)
amortisation
(Loss)/Profit
before 71 156 (876) (649) (28) 51 (32) (9)
interest and
taxation
Interest - - - - - - - -
Income
Interest - (70) - (70) - (79) (1) (80)
expense
(Loss)/Profit
before 71 86 (876) (719) (28) (28) (33) (89)
taxation
Taxation - - - - - - - -
(Loss)/Profit
after 71 86 (876) (719) (28) (28) (33) (89)
taxation
Balance sheet
Non-current - 2,155 - 2,155 - 2,030 - 2,030
assets
Cash and cash - 36 32 68 5 57 9 71
equivalents
Property - - 8,996 8,996 483 - 8,889 9,372
inventory
Other current - 44 58 102 - 112 64 176
assets
Other current - (735) (4,222) (4,957) (559) (64) (3,709) (4,332)
liabilities
Current - (228) (4,874) (5,102) - (950) (4,386) (5,336)
borrowings
Net current - (883) (10) (893) (71) (845) 867 (49)
assets
Non-current - - - - - - - -
borrowings
Other
non-current - - - - - - - -
liabilities
Net assets at - 1,272 (10) 1,262 (71) 1,185 867 1,981
31 December
Share of net
assets at - 636 (5) 631 (24) 593 434 1,002
31December
15. SUBSIDIARY COMPANIES
The company owns the following ordinary share capital of the subsidiaries which are included within the consolidated financial statements:
Percentage of Registered Country of
Activity share address
capital incorporation
Directly held:
Mineral Products 12 Little England and
Limited Share dealing 100% Portland Street, Wales
London, W1W8BJ
Bisichi 12 Little England and
(Properties) Property 100% Portland Street, Wales
Limited London, W1W8BJ
Bisichi 12 Little England and
Northampton Property 100% Portland Street, Wales
Limited London, W1W8BJ
Bisichi Trustee 12 Little England and
Limited Property 100% Portland Street, Wales
London, W1W8BJ
Urban First 12 Little England and
(Northampton) Property 100% Portland Street, Wales
Limited London, W1W8BJ
Bisichi Mining 12 Little England and
(Exploration) Holding company 100% Portland Street, Wales
Limited London, W1W8BJ
Ninghi Marketing 12 Little England and
Limited Dormant 90.1% Portland Street, Wales
London, W1W8BJ
Bisichi Mining 12 Little England and
Management Dormant 100% Portland Street, Wales
Services Limited London, W1W8BJ
Samora Machel
Bisichi Coal Street, Bethal
Mining (Pty) Coal mining 100% Road, South Africa
Limited Middelburg,
Mpumalanga, 1050
Indirectly held:
Samora Machel
Black Wattle Street, Bethal
Colliery (Pty) Coal mining 62.5% Road, South Africa
Limited Middelburg,
Mpumalanga, 1050
Samora Machel
Sisonke Coal Street, Bethal
Processing (Pty) Coal processing 62.5% Road, South Africa
Limited Middelburg,
Mpumalanga, 1050
Samora Machel
Black Wattle Street, Bethal
Klipfontein Coal mining 62.5% Road, South Africa
(Pty) Limited
Middelburg,
Mpumalanga, 1050
Samora Machel
Amandla Ehtu Street, Bethal
Mineral Resource Dormant 70% Road, South Africa
Development
(Pty) Limited Middelburg,
Mpumalanga, 1050
Details on the non-controlling interest in subsidiaries are shown under note 27.
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.
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 Total
90 Days
£’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.
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
In the
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 2023
borrowings overdrafts liabilities
£’000 £’000 £’000 £’000 £’000
£’000 £’000 £’000
Balance at 3,949 3,534 373 7,856 4,499 3,225 398 8,122
1 January
Exchange - (39) (2) (41) (64) (388) (24) (476)
adjustments
Cash
movements
excluding (83) (1,237) (67) (1,387) (486) 697 (39) 172
exchange
adjustments
Additions - - 98 98 - - 38 38
Balance at 3,866 2,258 402 6,526 3,949 3,534 373 7,856
31 December
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
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
Investments Investments
measured measured at 2024 measured measured at 2023
at held at at held at
amortised FVPL £’000 amortised FVPL £’000
amortised cost £’000 amortised cost £’000
cost cost
£’000 £’000
£’000 £’000
Cash and
cash 1,175 - - 1,175 3,242 - - 3,242
equivalents
Non-current
other
investments - - 14,339 14,339 - - 14,258 14,258
held at
FVPL
Investments
in listed
securities - - 628 628 - - 734 734
held at
FVPL
Trade and
other 7,658 - - 7,658 7,571 - - 7,571
receivables
Bank
borrowings - (6,124) - (6,124) - (7,483) - (7,483)
and
overdraft
Lease - (402) - (402) - (373) - (373)
Liabilities
Other - (16,439) - (16,439) - (16,495) - (16,495)
liabilities
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
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.
Interest bearing borrowings comprise bank loans, bank overdrafts and variable rate finance lease obligations. The rates of interest vary based on
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
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
In the
As a result of the above agreed banking facilities, the Directors believe that the Group is well placed to manage its liquidity risk.
Credit risk
The Group is mainly exposed to credit risk on its cash and cash equivalents, trade and other receivables and amounts owed by joint ventures as per the balance sheet. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet which at year end amounted to £8,833,000 (2023: £10,993,000).
To mitigate risk on its cash and cash equivalents, the Group only deposits surplus cash with well-established financial institutions of high quality credit standing.
The Group’s credit risk is primarily attributable to its trade receivables. Trade debtor’s credit ratings are reviewed regularly. The Group’s review includes measures such as the use of external ratings and establishing purchase limits for each customer. The Group had amounts due from its significant revenue customers at the year-end that represented 19% (2023: 73%) of the trade receivables balance. These amounts have been subsequently settled. The Group approach to measure the credit loss allowance for trade receivables is outlined in note 17. At year end, the Group allowance for doubtful debts provided against trade receivables was £125,000 (2023: £374,000). As at year end the amount of trade receivables held past due date less credit loss allowances was £84,000 (2023: £144,000). To date, the amount of trade receivables held past due date less credit loss allowances that has not subsequently been settled is £71,000 (2023: £19,000). Management have no reason to believe that this amount will not be settled.
The Group exposure to credit risk on its loans to joint ventures and other receivables is mitigated through ongoing review of the underlying performance and resources of the counterparty including evaluation of different scenarios of probability of default and expected loss applicable to each of the underlying balances.
Financial assets maturity
On 31 December 2024, cash at bank and in hand amounted to £1,175,000 (2023: £3,242,000) which is invested in short term bank deposits maturing within one year bearing interest at the bank’s variable rates. Cash and cash equivalents all have a maturity of less than 3 months.
Foreign exchange risk
All trading is undertaken in the local currencies except for certain export sales which are invoiced in dollars. It is not the Group’s policy to obtain forward contracts to mitigate foreign exchange risk on these contracts as payment terms are within 15 days of invoice or earlier. Funding is also in local currencies other than inter-company investments and loans and it is also not the Group’s policy to obtain forward contracts to mitigate foreign exchange risk on these amounts. During 2024 and 2023 the Group did not hedge its exposure of foreign investments held in foreign currencies.
The principal currency risk to which the Group is exposed in regard to inter-company balances is the exchange rate between Pounds sterling and South African Rand. It arises as a result of the retranslation of Rand denominated inter-company trade receivable balances held within the
Based on the Group’s net financial assets and liabilities as at 31 December 2024, a 25% strengthening of Sterling against the South African Rand, with all other variables held constant, would decrease the Group’s profit after taxation by £231,000 (2023: £280,000). A 25% weakening of Sterling against the South African Rand, with all other variables held constant would increase the Group’s profit after taxation by £386,000 (2023: £466,000). The 25% sensitivity has been determined based on the average historic volatility of the exchange rate.
The table below shows the currency profiles of cash and cash equivalents:
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
The tables below shows the currency profiles of net monetary assets and liabilities by functional currency of the Group:
South
Sterling African
2024:
£’000 Rands
£’000
Sterling 8,916 -
South African Rand 1 (11,283)
US Dollar 3,201 -
12,118 (11,283)
South
Sterling African
2023:
£’000 Rands
£’000
Sterling 12,082 -
South African Rand 40 (12,583)
US Dollar 2,095 -
14,217 (12,583)
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
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 2024 2023
ordinary ordinary £’000 £’000
shares shares
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
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
share Number of Number of
share for
Subscription Period within for which share options which options
Year of options
grant price per which options lapsed/surrendered outstanding
share outstanding at
exercisable at /awarded
31 December
31 December during year 2024
2023
2022 352.0p Sep 2022 – 760,000 - 760,000
Sep 2032
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.
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 2023
2024 Weighted 2023 Weighted
Number average Number average
exercise price 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
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
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
Vunani Mining (Pty) Ltd is a South African Black Economic Empowerment company and minority shareholder in Black Wattle Colliery (Pty) Ltd.
The “A” shares rank pari passu with the ordinary shares save that they will have no dividend rights until such time as the dividends paid by Black Wattle Colliery (Pty) Ltd on the ordinary shares subsequent to 30 October 2008 will equate to R832,075,000.
A non-controlling interest of 15% in Black Wattle Colliery (Pty) Ltd is recognised for all profits distributable to the 110 ordinary shares held by Vunani Mining (Pty) Ltd from the date of issue of the shares (18 October 2010). An additional non-controlling interest will be recognised for all profits distributable to the 265 “A” shares held by Vunani Mining (Pty) Ltd after such time as the profits available for distribution, in Black Wattle Colliery (Pty) Ltd, before any payment of dividends after 30 October 2008, exceeds R832,075,000.
The “B” shares rank pari passu with the ordinary shares save that they have sole rights to the distributable profits attributable to certain mining reserves held by Black Wattle Colliery (Pty) Ltd. A non-controlling interest is recognised for all profits distributable to the “B” shares held by Vunani Mining (Pty) Ltd from the date of issue of the shares (12 April 2022).
28. RELATED PARTY TRANSACTIONS
At 31 December During the year
Costs
Amounts Amounts Cash paid
recharged
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 - - 200 (200)
(note (a))
West Ealing Projects Limited (note - (1,944) - (326)
(b))
Dragon Retail Properties Limited (note - (76) (36) (73)
(c))
Development Physics Limited (note (d)) - - 226 -
As at 31 December 2024 - (2,020) 390 (599)
London & Associated Properties PLC - - 200 (200)
(note (a))
West Ealing Projects Limited (note - (1,618) - (381)
(b))
Dragon Retail Properties Limited (note 33 - (36) (51)
(c))
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
(b)
West Ealing Projects Limited
– West Ealing Projects Limited (“West Ealing”) is an unlisted property company incorporated in
(c)
(d)
Development Physics Limited –
Development Physics Limited (“DP”) is an unlisted property company incorporated in
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
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:
Head
Mining Equipment & Motor 2024 2023
Development costs Vehicles Lease
Property £’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:
Head
Mining Equipment & Motor 2024 2023
Development costs Vehicles Lease
Property £’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
The Group has one lease contract for an investment property. The remaining term for the leased investment property is 124 years (2023: 125 years). The annual rent payable is the higher of £7,500 or 6.25% of the revenue derived from the leased assets.
The Group has entered into rental leases on its investment property portfolio consisting mainly of commercial properties. These leases have terms of between 1 and 103 years. All leases include a clause to enable upward revision of the rental charge on an annual basis according to prevailing market conditions.
The future aggregate minimum rentals receivable under non-cancellable operating leases are as follows:
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
Black Wattle Colliery (Pty) Ltd is currently involved in a tax dispute in
Company balance sheet
at 31 December 2024
2024 2023
Notes
£’000 £’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
G J Casey
Company Registration No. 00112155
Director
Director
Company statement of changes in equity
for the year ended 31 December 2024
Share Share Other Retained Shareholders
capital premium reserve earnings funds
£’000 £’000 £’000 £’000 £’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 - - - (78) (78)
income for the year
Balance at 1 January 2024 1,068 258 1,027 24,994 27,347
Dividends paid - - - (747) (747)
Profit and total comprehensive - - - (1,243) (1,243)
income for the year
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 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
The financial statements have been prepared on a historical cost basis, except for the revaluation of leasehold property and certain financial instruments.
Going concern
Details on the Group’s adoption of the going concern basis of accounting in preparing the annual financial statements can be found on page 71.
Disclosure exemptions adopted
In preparing these financial statements the company has taken advantage of all disclosure exemptions conferred by FRS 101 as well as disclosure exemptions conferred by IFRS 2, 7, 13 and 16.
Therefore these financial statements do not include:
• certain comparative information as otherwise required by IFRS;
• certain disclosures regarding the company’s capital;
• a statement of cash flows;
• the effect of future accounting standards not yet adopted;
• the disclosure of the remuneration of key management personnel; and
• disclosure of related party transactions with the company’s wholly owned subsidiaries.
In addition, and in accordance with FRS 101, further disclosure exemptions have been adopted because equivalent disclosures are included in the company’s Consolidated Financial Statements.
Dividends received
Dividends are credited to the profit and loss account when received.
Depreciation
Provision for depreciation on tangible fixed assets is made in equal annual instalments to write each item off over its useful life. The rates generally used are:
Office equipment 10 – 33 percent
Motor Vehicles 33 percent
Joint ventures
Investments in joint ventures, being those entities over whose activities the Group has joint control as established by contractual agreement, are included at cost, less impairment.
Other Investments
Investments of the company in subsidiaries are stated in the balance sheet as fixed assets at cost less provisions for impairment.
Other investments comprising of shares in listed companies are classified at fair value through profit and loss.
Foreign currencies
Monetary assets and liabilities expressed in foreign currencies have been translated at the rates of exchange ruling at the balance sheet date. All exchange differences are taken to the profit and loss account.
Financial instruments
Details on the Group’s accounting policy for financial instruments can be found on page 77.
Deferred taxation
Details on the Group’s accounting policy for deferred taxation can be found on page 78.
Leased assets and liabilities
Details on the Group’s accounting policy for leased assets and liabilities can be found on page 78.
Pensions
Details on the Group’s accounting policy for pensions can be found on page 77.
Share based remuneration
Details on the Group’s accounting policy for share based remuneration can be found on page 77. Details of the share options in issue are disclosed in the directors’ remuneration report on page 43 under the heading share option schemes which is within the audited part of this report.
33. PROFIT & LOSS ACCOUNT
A separate profit and loss account for
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 Motor Office
Total
Property Vehicles equipment
£’000
£’000 £’000 £’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
Other Total Other
ventures Shares in subsidiaries Investments
investments
shares £’000 £’000
£’000
£’000
Net book value at 1 665 6,356 14,258 20,614
January 2024
Invested during the - - 5,143 5,143
year
Repayment - - (5,236) (5,236)
Impairment (1) - - -
Gain in investments - - 174 174
Net book value at 31 664 6,356 14,339 20,695
December 2024
Investments in subsidiaries are detailed in note 15. In the opinion of the directors the aggregate value of the investment in subsidiaries is not less than the amount shown in these financial statements.
Other investments comprise of £12,888,000 (2023: £14,258,000) shares in listed companies and £1,451,000 in other investments (2023: £nil).
37. DEBTORS
2024 2023
£’000 £’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 2023
£’000 £’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.
