TRANSFORMING FOR

SUSTAINABLE GROWTH

Annual Report and Financial Statements 2024

Accsys Technologies PLC Annual Report and Financial Statements 2024

WHAT’S

INSIDE

OUR BUSINESS MODEL

OUR STRATEGY

SUSTAINABILITY

CEO REVIEW

FINANCE REVIEW

View the latest results online at | www.accsysplc.com

CEO Q&A

Cover: Silt Hotel and Casino, Middelkerke, Belgium. Photography: Stefan Steenkiste

ACCOYA USA

Expanding into our

largestpotentialmarket

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Overview

01 Key Highlights

02 Our Business at a Glance

04 Chair’s Statement

08 Case Study – Accoya USA

10 CEO Q&A

12 Reasons to Invest

Strategic Report

16 CEO Review

20 Finance Review

26 Our Products

28 Our Market

30 Our Business Model

32 Our Strategy

40 Risk Management

46 Sustainability

55 Climate Disclosures Report (TCFD)

64 Stakeholder Engagement

Corporate Governance

72 Board of Directors

74 Senior Leadership Team

75 Chair’s Statement of Governance

78 Corporate Governance

81 The QCA Corporate Governance

Code (the ‘QCA Code’) Statement

of Compliance 2024

87 Audit Committee Report

89 Nomination Committee Report

93 Remuneration Report

110 Directors’ Report

113 Statement of Directors’ Responsibilities

Financial Statements

116 Independent Auditors’ Report to the

members of Accsys Technologies PLC

125 Consolidated Statement

of Comprehensive Income

126 Consolidated Statement

of Financial Position

127 Consolidated Statement

of Changes in Equity

128 Consolidated Statement

of Cash Flow

129 Notes to the Financial Statements

169 Company Statement

of Financial Position

170 Company Statement

of Changes in Equity

171 Notes to the Company Financial

Statements

Shareholder Information

178 Shareholder Information

Key Highlights

GROUP REVENUE

€136.2m

FY23: €162.0m

GROSS PROFIT

€40.9m

FY23: €55.2m

ADJUSTED EBITDA

€4.8m

FY23: €22.9m

GROSS PROFIT

MARGIN

30%

FY23: 34%

NET DEBT

(€37.1m)

FY23: (€44.1m)

UNDERLYING PROFIT/

LOSS BEFORE TAX

(€9.4m)

FY23: €11.0m

1. Adjusted EBITDA is defined as operating profit/(loss) before exceptional items, depreciation and amortisation, and includes the Group’s attributable share of

our USA joint venture’s underlying EBITDA (see note 3 of the financial statements for further details).

Finance Review | Page 20 For our Alternative Performance Measures details | Page 136

Performance

Operational highlights

• Construction complete on our flagship expansion project, Accoya

USA, with commissioning well underway

• Financial partner appointed to support with the Hull plant

• 56,568m

Accoya sales volume

• Expanded global distribution network with seven new distributors

• Business transformation programme executed with more than €3m

of targeted annualised savings realised

• Continued commitment to 100% certified sustainable

(i.e. FSC

(CO12330)) wood sources

• 630,000 hours worked to complete Accoya USA with

zerorecordableinjuries

• 5% increase in S&P CSA ESG score to 45/100

Borkum, Germany. Architects: Delugan Meissl

Associated Architects Photographer: Piet Niemann

OVERVIEWGOVERNANCE STRATEGIC REPORTFINANCIAL STATEMENTS

Our Business at a Glance

A purpose driven company

CHANGING WOOD TO

CHANGE THE WORLD

‘Changing wood’ is what we do, and

‘to change the world’ is why we doit.

Ourpurpose gives us a common,

aspirational goal to work towards

andisembraced by our stakeholders.

Delivering high performance and sustainable solutions

We combine technology and ingenuity to enhance the natural properties of wood to create building products that

are durable, stable and sustainable, presenting new opportunities for the built environment.

Using a proprietary acetylation process we take responsibly sourced softwood and transform it into building

materials that can rival the performance attributes of tropical hardwoods and intensely resource depleting

man-made alternatives.

Our products

Accoya Color is our coloured-to-the-

core product, ideal for decking and

cladding.

Accoya is the world’s leading high

performance sustainable wood.

Made from abundantly available,

FSC

certified wood species

(CO12330), it is sustainable,

durable, resistant to rot and

Cradle to Cradle Certified

Accoya for Tricoya is a feedstock for

our licensees to manufacture high

performance Tricoya panel products

suitable for outdoor use.

Lidl Zero, Almere, NL. Architects: Bureau Ursum

Photography: Anahi Clemens

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Be ambitious – the

worlddepends on us

We challenge ourselves to be

better every day, we are committed

and agile. To achieve our ambition

we will often pave new ways,

innovating with new technologies

or processes that no other player

tried. This gives us an opportunity

to learn and progress, striving

to continuously improve in all

operational areas of our business.

Respect and value

allstakeholders

Everyone we work with is important

– our colleagues, customers,

partners, suppliers, shareholders

and more. We act with integrity

and authenticity, encourage

collaboration, and build trust

through inclusion andmutual

respect. As a team, wewill succeed.

Be committed to safety,

quality and sustainability

Safety is of the utmost importance

in everything we do. We all share

responsibility for protecting

people, property and the

environment at all times. Westrive

to fulfil our brand promise and

delight our customers. Wecommit

to high quality delivery.

All made possible by people living our values

Our global presence

Key

Accsys locations

Product distribution

Opening summer 2024

On Hold

London Accsys head office

Arnhem Accoya site & office

Kingsport Accoya site and sales office

Hull Tricoya site

Barry Accoya Color site

OVERVIEWGOVERNANCE STRATEGIC REPORTFINANCIAL STATEMENTS

Introduction

Accsys is a business with great opportunities,

producing compelling products in a structurally

growing market, where greater use of wood in

construction is rapidly becoming imperative for

the future of our planet. While this megatrend will

drive the future growth of our business, FY24 has

been adifficult year for the building materials sector

due to inflationary pressures impacting investment

in construction projects and, for the first time, we

encountered demand lower than supply from June

to December. Looking beyond these short-term

market challenges, we maintain a robust product

value proposition and anticipate strong long-term

growth and shareholder value creation. With a

seasoned new leadership in place, the Company is

well set up to build momentum and I am optimistic

about Accsys’ future, particularly as we ramp up

production in the USA, which opens significant

growth opportunities for the business.

Overview

FY24 has been an intensive year with the aim of

revitalising and transforming the Company to unlock

its full potential and establish a robust platform

for sustainable growth. We welcomed a new Chief

Executive Officer, Dr Jelena Arsic van Os, in July

2023 and two other Board members, Roland Waibel

and Edwin Bouwman in July and December 2023,

respectively, all of whom bring excellent experience

to our Board.

Chair’s Statement

TRANSFORMING

FOR SUSTAINABLE

GROWTH

Our international

expansion to open up

our largest potential

global market represents

a major milestone for

Accsys.”

Trudy Schoolenberg

Chair

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

With the Board’s and the Senior Leadership Team’s

support, Jelena has made a strong impact on the business,

focusing on reducing complexity, actively reshaping the

organisation to ensure Accsys is in the best position to

capitalise on its additional capacity. Under her leadership,

existing structures and processes have been simplified

and new operational KPIs have been implemented to drive

performance. The Senior Leadership Team is reviewing the

Company’s strategy to identify the greatest opportunities

to drive momentum and profitability.

It has been a challenging year to undergo a

transformation. We have navigated difficult trading

conditions and we announced in September that we

downgraded our expectations for the year. To address

these challenges and headwinds, the Board took quick

and decisive steps. We have reduced our costs, driven

efficiencies and, with confidence in greater availability

of Accoya going forwards, we have invested in sales

and marketing, including the addition of seven new

distributors. As a result of this, we saw a resilient and

encouraging fourth quarter, despite trading conditions

remaining difficult.

Accsys has proven that it can successfully execute and

expand internationally, with commissioning on our flagship

project, Accoya USA, underway. Our expansion into

our largest potential global market represents a major

milestone for Accsys. It will transform our business from

a single production site to a multi-site operation and

sees production capacity increase by 50%. Taking our

expansion into the US along with the capacity expansion

at our Arnhem site in 2022, the Company will have

doubled overall production capacity within two years.

This reduces risk in our operations and places production

closer to our customers, ensuring a high quality of service.

It also instils confidence in product availability with our

distributors.

The completion of the Accoya USA project construction

was supported by a successful fundraise. In November

2023 we completed a capital raise securing €34m gross

proceeds. This achievement underscores confidence

in our strategic direction and potential for growth.

We extend our thanks to all our shareholders for their

continued commitment and support.

During this financial year we engaged a financial advisor

to assist us in seeking a strategic and/or financing partner

to complete the Hull plant. Accsys is on track to come to

a resolution within H1 FY25 as previously outlined in the

May trading update.

FY24 financial performance

Accsys delivered revenues of €136.2m, a 16% decrease

on FY23, reflecting the macroeconomic headwinds and

a difficult trading environment, which impacted on the

overall industry sector. The team responded to this

softening of demand with increased investment in sales

and marketing, which showed results in Q4 and in the

start of the new financial year.

We held firm on our pricing, despite the headwinds, while

competitor product prices were significantly reduced,

reflecting the strength of our product offering.

Group gross margin was 30%, (34% in FY23) supported

by pricing resilience in the tougher macroeconomic

conditions and our strong product proposition.

Our adjusted EBITDA was €4.8m (€22.9m, FY23),

impacted by lower sales volumes, and ongoing Tricoya

UK plant operating costs, due to a change in accounting

treatment compared to the prior year – Tricoya UK’s

ongoing running costs were treated as operating

expenditure in FY24 following the introduction of Tricoya

UK’s hold period in H2 FY23.

Net debt reduced from €44.1m to €37.1m following the

successful capital raise in November 2023.

Purpose, Values and Strategy

Whilst our CEO is setting out the strategy for a company

with double capacity, there are several fixed elements

that will not change. We will continue to focus on building

demand, product and people development and ensuring

manufacturing excellence.

HSE will remain a priority for the Board and for Accsys.

The Kingsport project has been an example of good

HSE performance with no lost time incidents during

construction. HSE has been brought directly under

the leadership of the Site Directors to ensure that it is

fully integrated and embedded into all our operational

processes and systems.

We remain firmly committed to innovation and product

development and this year we are pleased to be in the

final stage of testing Accoya Color made from Taeda pine.

We also remain committed to our purpose of helping

the world build more sustainably. Our commitment to

zero deforestation remains firm and we are proud to

have sourced 100% of our wood products from certified

sustainable sources in FY24. Accoya, thanks to its unique

proposition combining high performance, durability

and sustainability, continues to be specified in some of

the world’s leading projects. This includes prestigious

heritage projects such as the restoration of the SS Great

Britain and the UNESCO World Heritage site, Caernarfon

OVERVIEWGOVERNANCE STRATEGIC REPORTFINANCIAL STATEMENTS

Chair’s Statement continued

Castle in Wales. Leading brands including Lidl, ABB and

Starbucks have all used Accoya on their buildings in the

past year.

As a Board we remain committed to maintaining high

standards of ESG and are proud to become a signatory

of the UN Global Compact in 2023, committing to report

our progress against its ten principles (see page 54 for

more details). ESG metrics continue to be incorporated

into success metrics for our executive remuneration and

we are pleased to have achieved a 5% increase in our S&P

CSA score this year, placing us in the top quintile of our

industry sector.

Board composition

FY24 saw significant changes to our Board composition.

We welcomed two new Board members, Roland Waibel

and Edwin Bouwman. I would like to thank our outgoing

Chair, Stephen Odell, for his leadership and for guiding

the organisation through a period of change. I would also

like to thank long serving Board members Sue Farr and

Sean Christie, who each served three, three-year terms

with Accsys, for their contributions, as well as extending

thanks to Alexander Wessels who also stepped down this

year after one term. Further detail on changes to the

Board can be found in my Governance Letter on page 75.

Recently, Steven Salo stepped down from his role as Chief

Financial Officer. I thank Steven for his contribution to

the Company during his tenure. Hans Pauli has meanwhile

stepped in as interim Chief Financial Officer and his

experience and long-term knowledge of the Company will

be of great benefit in building the strategy further.

People and Stakeholders

Reflecting on the past year, I am proud of our colleagues’

perseverance and teamwork. They have shown great

resilience in navigating difficult market conditions to

achieve results. I’d like to express my sincere thanks to

them all for their hard work. I would also like to thank our

shareholders, customers, business partners, suppliers,

and contractors for their continued support as we go on

this growth journey together.

Outlook

We anticipate that calendar year 2024 will continue

to be affected by market headwinds, with inflation

remaining sticky, and continued geopolitical

uncertainty impacting the macroeconomic

environment. Forecasts suggest that market

conditions will improve towards the end of the

calendar year, with US market conditions improving

ahead of the European market.

With two sites expected to be up and running, we

will continue to focus on increasing demand and

investing in our sales and marketing to ensure

that we can capitalise on our greater capacity. The

strategic positioning of our production facility in the

USA equips us with the confidence to drive demand

and cultivate a robust presence in the North

American market.

We have made a good start to FY25 with our

sales and marketing investments continuing to

show results. We are confident of building on

this momentum in the coming year and delivering

operational and financial progress for all our

stakeholders.

Trudy Schoolenberg

Chair

25 June 2024

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

FINANCIAL STATEMENTS

ACCOYA WOOD

DECKING AND

SEATING INSTALLED

AT CAERNARFON

CASTLE

Wales, United Kingdom

Accoya wood decking and seating has been installed

at Caernarfon Castle in Wales as part of a £5 million

conservation and development project. The project

has granted visitors access to areas of the medieval

gatehouse at Caernarfon Castle for the first time

incenturies.

Situated on the banks of the River Seiont in North

West Wales, the renowned Caernarfon Castle forms

part of the fabric of Welsh history and was given

World Heritage Site status in 1986 – Wales’ first.

The project has seen the installation of an Accoya

rooftop deck and seating areas.

Aiming to shine a light on the castle’s rich history,

and also add a new contemporary layer to the

story, the architectural interventions have been

designed to seamlessly fit in with the castle’s

aesthetics. Thechoice of materials was an essential

consideration in this.

Buttress Architects led the project and specified

Accoya wood to craft the new viewing deck and

seating areas. The wood has similar tones to the

castle’s original masonry and will, in time, have a

weathered effect, tying in with the overall look and

feel of the castle.

These new seating areas have been created to be

physically separate from the castle walls. The idea is

to ensure that the interventions have minimal impact

on the castle’s existing structure and can beeasily

removed.

Photography: Daniel Hopkinson

Architect: Buttress Architects

CASE STUDY

For more Accoya projects go online to | www.accoya.com/uk/projects

OVERVIEWGOVERNANCE STRATEGIC REPORTFINANCIAL STATEMENTS

OVERVIEWGOVERNANCE STRATEGIC REPORT

Case Study | Accoya USA

EXPANDING

INTOOUR LARGEST

POTENTIAL MARKET

A tipping point in our history

Accsys is proud to introduce Accoya USA –

the second Accoya production facility in the world,

located in Kingsport, Tennessee, USA. Commissioning

is well underway on our flagship joint venture project

with Eastman (owned 60:40 by Accsys and Eastman),

with commercial operations expected to commence

in summer 2024.

Accsys’ successful delivery of its international expansion

reduces risk in the Company’s operations and

provides a basis for sustainable and reliable growth.

Accoya USA will provide a production facility dedicated

to serving the huge North American market. This is

the largest potential global market for Accoya.

• Initial capacity of 43,000m

with

the potential to expand the site

to170,000m

• Located within the Eastman site

on the Holston River

• Creation of 46 skilled local jobs

• 630,000 working hours completed

with zero health and safety

incidents

• ~100,000 sqft warehouse space

(9,300 m

)

Statistics

630,000

WORKING HOURS COMPLETED

WITH ZERO HEALTH AND

SAFETYINCIDENTS

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

The team’s energy and enthusiasm

fordelivering this flagship site has been

incredible. We are looking forward to

delivering the first batches to customers

and enabling more people to benefit

fromthis high performance and

sustainableproduct.”

Rod Graf

Managing Director, Accoya USA

Stacked wood inside the Accoya USA plant

OVERVIEWGOVERNANCE STRATEGIC REPORTFINANCIAL STATEMENTS

CEO Q&A

WITH DR JELENA ARSIC VAN OS

Q&A

Dr Jelena Arsic van Os Biography

Jelena brings 20 years’ experience in senior executive

leadership roles in large-cap multinational companies.

Prior to joining Accsys in July 2023 she was Vice

President of the Plastics, Coatings, Adhesives and Rubber

Performance Minerals division for Europe, Middle East,

Africa and Asia-Pacific at Imerys SA.

Prior to Imerys, Jelena held several senior executive

positions across the globe during her 17 years’ tenure at

AkzoNobel. During her time at the company, Jelena was

amember of AkzoNobel’s Executive Leadership Team and

her positions included roles within several businesses

ofAkzoNobel: Director of Performance Coatings for

South America; Director of Functional Powder Coatings

GmbH; Director of Powder Coatings for North Europe;

Business Director for Resins; BusinessDevelopment

for Industrial Chemicals; andSales and Marketing of

Functional Chemicals for Central and Eastern Europe,

Middle East and India.

Jelena has a PhD in Solid State Chemistry from

RadboudUniversity Nijmegen, the Netherlands.

What have been your priorities

and areas of focus since joining

Accsys in July 2023?

I was drawn to this role by Accsys’ exceptional

products, which present solutions to the global

challenge of sustainable construction. My priority

is to capitalise on our robust product portfolio and

propel the Company towards achieving its

full growth potential.

The first step is to bring the Company to the next

level of maturity and establish a strong foundation

for sustainable growth. Working with the Senior

Leadership Team we have already begun to remove

complexity across the organisation, creating a

more agile operational platform.

We are focused on maximising outputs and returns

on our existing assets to extract as much value

from these as we can. At the same time, as we are

gaining additional capacity from our expansion,

demand creation and exploring new markets are

critical, including further developing our footprint

in the USA and fine-tuning our product offerings

to match customer needs.

Beyond these immediate priorities, we are

undertaking a thorough review of our business

strategy to identify the greatest opportunities

and levers to drive future growth and profitability

for Accsys. Focusing on the right activities is key

to unlocking our potential. I look forward to

sharing more on our strategic approach with

stakeholders in FY25.

As a leader what kind of culture

do you want to create at Accsys?

As the CEO of Accsys, I envision an agile and

dynamic culture that fuels our success. Our

foundation rests on the belief that people are our

greatest asset. We aim to create a performance

driven culture that champions collaboration and a

proactive solutions-focused mindset.

Furthermore, I recognise the rich diversity within

our business, coming from our international

footprint. It’s vital that we create a workplace

where every individual feels respected and

valued regardless of their background. I am a firm

believer that diversity and an inclusive working

environment drive growth and innovation.

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

What is the future for Tricoya?

Tricoya is a core part of our strategy and it has

a growing market, with double digit growth this

year. We are committed to continuing to work with

our licensee partners who manufacture Tricoya

panel products. We will also continue to distribute

Tricoya panels to customers outside of Europe.

The successful completion of

Kingsport is a significant milestone

for Accsys. What will the impact

be of going from a single site to a

multi-siteoperation?

This is an exciting opportunity to have a local

production unit to serve our largest potential

market in the world. This is a huge opportunity

for the business from both a commercial and

operational perspective. Accsys will be significantly

increasing capacity, giving the Company more

flexibility, much better product availability and

operational reliability.

For our customers, this expansion offers

substantial advantages. With production

capacity situated nearby for our North American

customers, we can ensure the highest service

levels and quick delivery. For our ROW customers,

it means greater availability of Accoya.

Strategically this move supports our growth

objectives. By positioning ourselves with a

production unit in our largest market, we will be

able to fully tap into the huge growth potential

in the North American market.

The Company raised €34m in

November 2023, can you expand

on the rationale behind the raise

and how this will progress the

Company’s growth strategy?

We are grateful for our shareholders’ support

with the recent fundraise, which was necessary

to finance the completion of Kingsport and

to improve our working capital. We have been

through a period of significant expansion with

simultaneous capital-intensive projects.

With the completion of reactor four in Arnhem

and Kingsport becoming operational, our focus

changes from large capital projects to realising

the returns on these investments.

There is significant

potential for growth as

the demand for more

sustainable materials

continues to rise”

Dr Jelena Arsic van Os

Chief Executive Officer

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What does the competitive

landscape look like for Accoya

and how will you grow demand

to ensure that demand for the

products meets the expanded

productioncapacity?

We operate in the global wood products market

which has a compound annual growth rate (CAGR)

of 7% (see page 28 for more details on our

market). Modified wood products are still on the

rise and there is significant potential for growth

as the demand for more sustainable materials

continues to grow. Accoya leads the field in

terms of durability and has a unique industry-

leading warranty of up to 50 years. We continue

to occupy the high-end premium sector of the

market, enabling the switch out of unsustainable

building products and competing against tropical

hardwoods.

Whenever I speak to our customers about Accoya

and Tricoya, they are very positive about the

product and their customer experience. It delivers

on performance, is easy to work with and reduces

the number of call backs for manufacturers.

CEO Q&A continued

Thereis huge market potential for our products

– what we need to focus on is making sure that

customers know about us and feel confident that

we can deliver a premium customer experience.

Expanding our market reach is essential, along with

conveying the message that Accoya is available.

Previous supply challenges, particularly during

the expansion at Arnhem, have limited our market

penetration. While we enjoy a remarkable presence

in the UK, where Accoya is a popular material for

wooden doors and windows, our focus now is to

extend this reputation into additional markets.

This year, we have directed substantial investment

into bolstering our sales, marketing, and customer

service capacities. We’ve onboarded seven

new distributors, broadened our Approved

Manufacturer Programme, and recruited new

talent in key growth regions such as France,

North America, and the Netherlands. Moreover,

we’re adopting a more tailored approach for each

market, emphasising applications that resonate

most in respective regions.

Large

addressable

market

Accsys’ products are

positioned within the global

wood products market.

The global wood products

market size is expected to

grow from $805b in 2024 to

$1,054b in 2028 with a CAGR

of 7%. (Source: The Business

Research Company).

Key factors contributing

to this growth include

the rising demand for

sustainable and eco-friendly

construction materials and

increased urbanisation and

infrastructure development.

With increased capacity

Accsys is well positioned to

serve the market.

World leading

products

We have developed

innovative, proprietary, and

protected technologies which

modify wood through an

acetylationprocess.

The resulting products

benefit from exceptional

dimensional stability,

durability and many other

qualities leading to low total

cost of ownership over their

lifetime.

Our award winning and

certified products are best-

in-class, with an industry

leading warranty of up to 50

years. They are leading the

revolution of modified woods

in a growing building industry

which is starting to recognise

and adopt the significant

long-term benefits of such

materials.

LOW

ENVIRONMENTAL

IMPACT

1 2

See Our Market | Page 28 See Our Products | Page 26

Reasons to Invest

WE BELIEVE

THAT ACCSYS

TECHNOLOGIES

REPRESENTS A

COMPELLING

GROWTH

OPPORTUNITY

FOR INVESTORS

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

How does Accsys meet current and

future customer needs, and what is

your commitment to R&D/innovation?

Accsys has always been a pioneer in the building

products industry. We are the only company

to acetylate wood and our products remain

the highest performing in the field. We are

continuously listening and engaging with our

customers to understand their needs and are

committed to R&D, investing €1.5m in FY24.

At our state-of-the-art wood research labs in

Arnhem, we have assembled a team of leading

wood scientists dedicated to continuous

improvement. Our aim is to further enhance

our products’ durability, sustainability and

performance as well as adapting to market

demands. For example, we see huge potential in

further developing our Accoya Color product for

the decking market.

This year we are in the final stages of testing

Accoya Color made from Taeda, diversifying

our supply options. This move not only expands

our supply alternatives but also mitigates risks

associated with our core New Zealand wood

supply, building resilience into our supply chain.

Accsys has a strong purpose to change

wood to change the world. How is

sustainability factored into Accsys’

business strategy and purpose?

Sustainability is central to our purpose of

Changing Wood to Change the World and

anintegral part of our strategy. The world

faces a huge challenge to decarbonise and

adopt circular building materials. By providing

a fully renewable and sustainable alternative

to hardwoods and carbon intensive man-

made materials we are actively preventing

deforestation and providing an innovative

solution that is both sustainable and

highperformance.

Multiple routes

to market

We have a strong global

network of industry

leading distributors with

deep expertise in the

building products market

combined with an Approved

Manufacturers programme,

supporting manufacturers

working with Accoya.

We are further strengthening

our distribution network

globally to further penetrate

existing and new markets

where there is opportunity

to grow our footprint.

Our manufacturing process

and modular industrial

design is based upon

confidential technical

know-how and protected IP

which can be expanded and

replicated world-wide.

Attractive unit

economics and

diversified

supply chain

Through our business

transformation programme

we are building a

performance-driven

culture to drive further

improvement in unit costs

and diversification of

supply chain.

At our Arnhem site, we have

introduced ‘Solid Roots’,

and operational reliability

programme to drive

performance and reduce

conversion costs.

We are committed to

expanding our range of

suppliers to ensure a

resilient supply chain with

sourcing options closer to

production to minimise our

costs and carbon footprint.

Strong

organisational

capability

Talented people are at

the core of Accsys, with

skilled employees at all

levels and committed and

experienced leadership. This

means Accsys can capitalise

on and develop growth

opportunities.

Our Board and Senior

Leadership Team are highly

committed and experienced,

with varied backgrounds.

Our operational teams in

both US and Europe/UK are

being strengthened with

relevant talent acquisitions

and will continue to develop.

3 4 5

See Our Market | Page 28 See Our Business Model | Page 30 See Our Board and Senior

Leadership Team | Page 72

OVERVIEWGOVERNANCE STRATEGIC REPORTFINANCIAL STATEMENTS

STRATEGIC

REPORT

Villa M, Germany. Architects: Delugan Meissl Associated Architects.

Photography: Piet Niemann

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Strategic Report

16 CEO Review

20 Finance Review

26 Our Products

28 Our Market

30 Our Business Model

32 Our Strategy

40 Risk Management

46 Sustainability

55 Climate Disclosures Report (TCFD)

64 Stakeholder Engagement

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

1515

CEO Review

TRANSFORMATION

TO DRIVE LONG

TERM RETURNS

Overview of the year

In FY24, our industry faced significant challenges,

with macroeconomic pressures impacting on

demand for construction and building materials.

Our financial performance for the year did not meet

our expectations. We informed the market about

this in our September 2023 trading update. Amidst

these difficulties, we took decisive steps to re-set

and transform. Firstly, focusing on demand creation

and, secondly, focusing on a leaner and more fit-for-

purpose organisational set-up. Though it is still early

days to see the full impact of these initiatives, they

have shown good results so far.

Alongside the re-set of the business, we have made

significant strategic progress in the establishment

of two production centres, located in our core

end markets of Europe and the USA. I am pleased

to report that our Kingsport plant in the USA is in

the final stages of commissioning and commercial

production is expected later this summer.

During FY24 we engaged a financial advisor to assist

us in seeking a strategic and/or financing partner

to complete the Hull plant. The Company is on track

to come to a resolution within H1 FY25 as previously

outlined in the May trading update.

Our balance sheet was strengthened through

improvement in working capital management and via

our successful capital raise in November raising new

gross proceeds of circa €24m. I would like to thank

our new and existing shareholders for their belief in

our strategic vision and for their support.

The Company is

accelerating commercial

efforts as we expand

globally. We are actively

transforming Accsys to

enhance our operational

efficiency and unlock

its long-term potential,

therebymaximising

shareholdervalue.”

Dr Jelena Arsic van Os

CEO

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Demand creation

The Company has stepped-up

investment in sales and marketing,

including new recruits in North

America, the addition of seven new

distribution partners globally and a

comprehensive commercial review,

leading to a refreshed approach by

geography and product segments.

This activation resulted in a demand

turnaround in Q4, with a resilient

performance in the quarter, and

overall results for FY24 were ahead

of consensus expectations. Despite

challenging market conditions we

were resilient on pricing and held

a high average sales price (ASP)

throughout the year.

Reset and transformation

During the year the Company

underwent leadership changes to

reduce overhead costs and simplify

the organisational setup. Major

efforts were directed towards

creating a leaner, more effective,

operating model, reshaping the

business to capitalise on long-term

opportunities.

A business transformation

programme has delivered savings of

more than €3.0m annually. This has

been achieved through overhead

and opex reductions across our

international operations.

At our main production site in

Arnhem, the ‘Solid Roots’ programme

was launched, focused on developing

Arnhem into a performance driven,

mature manufacturing facility. The

programme has set performance KPIs

for metrics including the operational

efficiency of key equipment.

As part of the Group’s

transformation, we are introducing a

set of four operational targets for the

year ahead:

1. Kingsport to be commercially

operational by end of summer 24;

2. Improved incentive plans;

3. Deliver €3m operating cost

savingin the year;

4. Solid Roots, Arnhem: 500 bps

improvement in Operational

Equipment Effectiveness (OEE) for

key equipment.

In addition, the Senior Leadership

Team is undertaking a thorough

review of our strategy.

We have already begun to implement

some near-term tactical actions

focused on maximising the returns

from existing assets. A full update on

our strategy will be provided in H2

FY25.

International expansion

A key priority during FY24 has been

the construction of our Accoya USA

plant in Kingsport, Tennessee, our

joint-venture with Eastman Chemical

Company, a world leader in the

production of acetyls. This plant adds

43,000m

of capacity. Accsys holds

a 60% interest in the joint-venture

and Eastman 40%. Commissioning of

the new plant is well on its way. North

America is a highly attractive market

for Accsys. With the new plant Accsys

will be closer to North American

Accoya customers and have a

higher degree of product availability

and supply flexibility globally. The

combination of our recent expansion

of Arnhem and the addition of

the Kingsport plant doubles the

Company’s capacity compared to two

years ago. This is a huge milestone

and significant growth enabler for the

business.

Summary of financial

performance

Accsys delivered revenues of

€136.2m, a 16% decrease on FY23.

Macroeconomic conditions proved

challenging during FY24 for the

building materials, construction

and residential housing markets

globally, with high inflation and

high interest rates depressing

demand. Our customers entered

the financial year with higher-

than-average stock levels, having

taken the opportunity to build

up inventory following the recent

expansion of Arnhem. This,

combined with uncertain market

conditions, adversely affected our

sales volumes, particularly in Q3.

While market conditions remained

challenging, our performance

considerably improved in Q4, as

we started to benefit from our

increased investment in sales

and marketing, new distributor

relationships, strategic review

of our organisational structure

and our distributors’ stock levels

reverting to healthier levels.

Adjusted Group EBITDA at €4.8m

for the year, a decrease of €18.1m

on the prior year reflects the lower

sales volumes, increased mix of

lower margin sales for Accoya for

Tricoya and a €3m proportional

increase in the US joint venture’s

EBITDA loss as it progresses its

pre-operational activities.

As a result of cost savings measures

put in place and improved trading

in Q4, Adjusted EBITDA for FY24

was ahead of market consensus set

at the time of our interimresults.

Group gross margin was 30%

(FY23: 34%), supported by

pricing resilience in the tougher

macroeconomic conditions and our

strong product proposition.

Net debt of €37.1m at 31 March

2024, a reduction of €7.0m from

31 March 2023 (€44.1m), reflects

the successful capital raise in

November 2023.

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

Group Revenue 2020-2024

€ million

FY20 FY21 FY22 FY23 FY24

90.9

1,432

1,507

1,761

2,265

2,177

99.8

120.9

162.0

136.2

Revenue Average Sales Price

CEO Review continued

Accoya Color

Accoya Color was launched in 2020

and since then we have seen good

growth in demand. The product is

manufactured at our site in Barry

and Accsys has rights to IP on the

colouring process.

Accoya Color’s unique proposition

is proving to be very attractive

to Accsys and customers in our

target markets, particularly in the

decking category where the surface-

to-core grey colour has a strong

design appeal as well as being low

maintenance. The product has

gained popularity in Central Europe,

North America, France and Australia

and New Zealand. This year it was

launched into the UK.

Accoya’s high level of performance

and sustainability was recognised in

several prestigious global industry

awards in FY24, including The

Architect’s Newspaper Best of

Products award for Accoya Color.

New distribution and increased

investment in sales and

marketing

The Company is once again proud

to have had its products featured

in many high-profile global projects

throughout FY24, including featuring

on buildings for brands such as ABB,

Starbucks and Lidl.

In a strategic move to accelerate

growth, we have significantly

boosted our investment in sales and

marketing and consolidated our sales,

marketing and customer service

functions, enhancing our capabilities

and expanding our reach. We have

expanded our distribution network

and markets, adding seven new

distributors globally, including two in

Belgium, one each in Greece and Italy,

and three in the USA.

To stimulate global product demand,

we are actively developing our

Approved Manufacturer Programme

(AMP), forging strong partnerships

with key manufacturers in the

window, door, decking, and cladding

sectors.

We have strengthened our North

America commercial footprint by

appointing a new Sales Director

for North America and salespeople

in the region. Alongside these

appointments, the Company has

continued to drive lead generation

and brand awareness campaigns

to promote our products to key

audiences and support the sell-

through of materials downstream.

Sales review

Accoya for Tricoya

We saw continued good demand for

Accoya for Tricoya. Year on year we

saw a 14% increase in demand for

Accoya for Tricoya, driven primarily

by demand for doors, windows and

outdoor joinery.

Tricoya panels

We have revitalised the distribution

of the Tricoya panels produced by

Finsa and Medite in North America

and APAC, generating €4.1m in FY24

and tripling last year’s revenue.

Sales volume by end market

FY24

FY23

Change

UK & Ireland 11,837 14,667 (19%)

Rest of Europe 13,233 16,584 (20%)

Americas 9,285 10,574 (12%)

Rest-of-World 4,866 6,326 (23%)

Accoya for Tricoya 17,347 15,193 14%

Total 56,568 63,344

Borkum, Germany. Architects: Delugan Meissl Associated Architects

Photographer: Piet Niemann

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Our commitment to responsible

sourcing and manufacturing is

recognised by leading accreditation

bodies. We continue to focus on

our goal of zero deforestation and

this year we continued to source

100% of our raw wood from FSC®

certified sources. We successfully

recertified Cradle to Cradle® (C2C)

gold certification for Accoya, as well

as being awarded ‘Platinum’ level (the

highest level) for ‘Material Health’.

Accoya, has held C2C certified status

since 2010.

C2C certification is the global

standard for products that are safe,

circular, and responsibly made.

Accoya wood is one of the very few

building products to have acquired

C2C certification on the stringent

Gold-level.

Employee development

Our company’s success is driven by

the skills, experience, and dedication

of our team. Recognising this, we are

deeply committed to investing in our

people and their professional growth.

In FY24, we are proud to have

provided an average of 30.5 training

hours per employee, underscoring

our commitment to continuous

development.

Additionally, we have created valuable

career development opportunities

for our senior operators through

a temporary exchange program

between our Kingsport and Arnhem

facilities. This initiative not only

supports the successful start-up

of the Kingsport plant but also

facilitates a crucial exchange of skills

and knowledge between the regions.

Health & Safety (HSE)

Accsys has set ‘Zero Harm’ as a key

target for our operations and is

committed to developing best practice

HSE across the Company. Health &

Safety is a top priority for the Board.

In FY24, we strengthened our HSE

management by forming dedicated

site-level HSE committees under the

management of the Site Directors.

These committees are actively engaged

in implementing best practices that

protect our people and environment

and ensure rigorous compliance.

Innovation and supply chain

To build resilience and mitigate

risk in our supply chain, our R&D

and supply chain teams have been

exploring alternative wood species to

Radiata pine that will be suited to our

manufacturing processes. This year

we are in the final testing stages of

Accoya Color made from fast growing

Sustainability

FSC® certified Taeda pine from

Argentina and Uruguay. We have

also significantly increased our

sourcing of FSC® certified Spanish

and Chilean radiata pine for Tricoya

production.

We are innovating to minimise our

environmental impact across our

operations, in accordance with our

Environmental and Climate Change

Policy. The Accoya USA facility

will operate a closed loop system

with acetic anhydride, reducing

emissions and ensuring circularity.

See our Sustainability Report for

afull overview of our progress

intheyear. | Page 46

Outlook

The Company has made a good start to FY25. While market headwinds

in the building materials and construction industry persist and are

expected to continue until the end of the calendar year. Q1 sales for the

Company are in line with expectations.

Starting in Q2, our North American sales will gradually transition from

being supplied by our Arnhem, NL plant to our Kingsport plant (USA

joint venture). To support this shift and support the ramp up of sales

from Kingsport, we will continue to accelerate our commercial efforts

and invest in our sales and marketing, adopting a targeted approach

by segment and geography. The Company has set a target to refill the

lost capacity at Arnhem within 12 months of migrating to Kingsport on a

run rate basis, which equates to double digit growth in underlying sales

volume outside of North America during the period.

FY25 will continue to be transformative for the Company with our

successful expansion in North America and resolution of Hull. In the

coming year, we expect to leverage the benefits from greater economies

of scale associated with the ramp-up of Accoya USA in Kingsport.

The Board remains confident about the long-term potential of

Accsys and sees the opportunity to deliver approximately 100,000m

production volume across Arnhem and Kingsport by the end of FY2027.

With the Company’s focus on driving operational excellence and

maximising the potential of two production facilities, the Company is

well placed to demonstrate long-term value creation and sustainable

cash generation.

Jelena Arsic van Os

Chief Executive Officer

25 June 2024

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

2024 €136.2m

2023 €162.0m

FY24 FY23

Change

Group Revenue €136.2m €162.0m (16%)

Gross Profit €40.9m €55.2m (26%)

Adjusted EBITDA €4.8m €22.9m (€18.1m)

Statutory (loss) before tax (€17.1m) (€67.1m) €50.0m

Free cashflow €3.7m (€13.6m) €17.3m

Cash €27.4m €26.6m –

Net debt (€37.1m) (€44.1m) –

Accoya Sales volume 56,568m

63,344m

(11%)

Finance Review

Statement of

comprehensiveincome

Revenue for the year decreased by

16% to €136.2m (2023: €162.0m),

primarily due to a 11% decrease in

sales volume, lower average sales

prices for acetic acid and the Energy

price premium (€3.9m) which was

added as a surcharge to sales

prices in the prior year to offset

the significant increase in net

acetyls costs.

Accoya sales volumes decreased

by 11% to 56,568m

, impacted by a

challenging macroeconomic trading

environment for the construction and

building materials sector, particularly

in Q3. Trading improved in Q4,

and this positive momentum has

continued into the new financial year.

Accoya for Tricoya sales volumes

increased by 14%, with revenues

increasing by 13% to €23.9m.

Accoya sales to our customers for

the manufacture of Tricoya panels

are currently used to develop the

market for Tricoya products and

now represent 31% of total Accoya

sales volumes (2023: 24%). Tricoya

panel revenue also increased by

€2.7m during the year to €4.1m

(2023: €1.4m), representing Accsys

purchasing and selling Tricoya panels

produced by our Accoya for Tricoya

customers.

Other revenue, which predominantly

relates to the sale of our acetic acid

by-product into the acetyls market,

decreased by 48% to €8.8m (2023:

€16.8m), reflecting lower acetic acid

sales prices and volumes.

GROUP REVENUE

€136.2m

(16%)

Strong pricing discipline,

working capital management

and fundraise – all actions

taken to improve our

financial position”

Hans Pauli

Interim Chief Financial Officer

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

2024 (€37.1m)

2023 (€44.1m)

2023 €22.9m

2024 €4.8m

These sales act as a partial hedge

to acetic anhydride costs which

also decreased during the year.

Net acetyls costs (proportional

combination of acetic anhydride cost

and acetic acid sales price) decreased

on the prior year.

Raw wood input costs were higher

year on year, with higher wood mix

costs in addition to moderately

higher average wood prices.

Cost of sales decreased by 11%, with

11% lower sales volumes and higher

raw wood costs being partially offset

by lower acetic anhydride costs.

Gross profit of €40.9m was 26%

lower than in the prior year (2023:

€55.2m) and gross profit margin fell

by four percentage points to 30%.

The lower gross margin reflects

an increased proportion of lower

margin Accoya for Tricoya sales and

our use of higher-cost appearance

grade wood for Accoya for Tricoya

production during H1 FY24 as we

have sought to continue to lower

inventory levels which increased

during 2022 in anticipation of the

start-up of reactor 4. In H2 FY24

we returned to using less expensive

Spanish radiata pine and other wood

chip grade wood for Accoya for

Tricoya production.

Underlying other operating

costs (excluding depreciation

and amortisation) increased from

€31.6m to €32.3m. This is due to an

increase in Tricoya UK’s operating

costs compared to the prior year

(€0.9m) due to ongoing running

costs being treated as operating

expenditure in the year following

the introduction of Tricoya UK’s hold

period in H2 FY23. It is also the result

of increased investment in sales &

marketing partially offset by lower

administrative operating costs as a

result of the business transformation

programme.

Depreciation and amortisation

charges increased by €1.3m to €9.6m

following commercial production

from reactor 4 in September 2022.

Underlying finance expenses

increased €1.2m to €4.4m due to

higher interest rates agreed during

the November 2023 fundraise

(explained further below), higher

market interest rates on the variable

rate borrowings during the year,

primarily before the November 2023

fundraise and interest on Tricoya UK’s

NatWest facility not being capitalised

post the introduction of the hold

period for Tricoya UK in H2 FY23.

An impairment loss (exceptional non-

cash item) of €7.0m was recognised

in the first half relating to the Tricoya

segment (2023: €86.0m) due to an

increase in the discount rate used

following an increase in market

interest rates and the Company

specific market volatility factor.

An exceptional operating cost of

€1.2m has been recognised in the

year for restructuring costs relating

to the business transformation

programme.

An exceptional financial income

of €0.2m has been recognised

related to US dollars held as

cash for investment into Accoya

USA, following the fundraise in

November 2023. This treatment

did not meet the requirements for

hedge accounting under IFRS 9,

Financial Instruments, and therefore

the foreign exchange gain on the

revaluation of the US dollars has been

accounted for in Finance Expenses as

an Exceptional item. This treatment

is similar to the prior year where an

exceptional income of €1.4m was

recognised.

ADJUSTED EBITDA

€4.8m

(€18.1m)

NET DEBT

(€37.1m)

+€7m

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

Finance Review continued

An exceptional financial gain of €0.3m

has been recognised in relation to

the revaluation of the Value Recovery

Instrument (“VRI”) (see note 23).

Accsys’ share of its US joint venture

(Accoya USA LLC) net loss, which

is accounted for using the equity

method, increased by €3.1m to €4.1m

(2023 loss: €1.0m) as the entity

increased its pre-operating activity

through the year as it progresses

towards commercial operations in

summer 2024.

Adjusted EBITDA (Group EBITDA

before exceptional items and

including 60% of the US Joint

venture’s EBITDA) decreased by

€18.1m to €4.8m due to the lower

gross profit generated, referred

to above and a €3m proportional

increase in the US Joint venture’s

EBITDA loss as it progresses its

pre-operational activities.

Underlying loss before tax increased

by €20.4m to €9.4m (2023: profit of

€11.0m). After taking into account

exceptional items (including the

impairment loss and restructuring

cost), loss before tax amounted to

€17.1m (2023: €67.1m).

The tax charge of €0.8m was lower

than the prior year (€2.8m) in line

with the lower profitability during

the year.

Underlying loss per share increased

to €0.04 per share (2023: profit of

€0.05 per share). A statutory loss per

share was recognised of €0.08 per

share (2023: €0.19 per share).

Cash flow

Cash flows generated from operating

activities before changes in working

capital decreased by €13.8m to

€8.9m (2023: €22.7m), following

the lower EBITDA generated during

the year. Free cashflow (net cash

from operating activities less capex)

improved to €3.7m inflow (2023:

€13.6m outflow) following a decrease

in capex spend in the year, partially

offset by lower cash generated from

operating activities.

Inventory levels decreased by €4.2m

with management action taken to

decrease raw material levels during

the year.

In November 2023, the Group

completed a successful fundraise,

raising new gross proceeds of circa

€24m and agreed an amendment

and extension to its bank facilities

with ABN Amro. The proceeds from

the fundraising allow Accsys to

complete delivery of the Accoya

plant in Kingsport, USA, strengthen

its balance sheet and increase

working capital headroom during

the challenging macro trading

environment experienced during the

year. The fundraise included:

• A placing and subscription of

new ordinary shares raising gross

proceeds of approximately

€13 million;

• The issue of approximately

€21 million new Convertible Loan

Notes and the refinancing and

discharge of the existing 2022

€10 million convertible loan with

De Engh BV Limited, the net

raise of €11 million of new gross

proceeds. The new convertible loan

notes have a 6 year term, carry a

fixed coupon of 9.5%, with interest

rolled up and deferred for the

first 2.5 years (see note 29 for

further details).

• The ABN Amro facilities (€40.5

million term loan and €25 million

revolving credit facility (RCF))

were extended by 18 months to

31 March 2026, and the $10 million

cash collateral previously provided

to ABN Amro was released, with

€7.5 million utilised to repay the

term loan. The amended facilities

included an amortisation holiday

until 30 June 2025, with rolled

up interest of 3% on the delayed

repayments. The term loan interest

rates were amended to vary

between 4.34% to 5.34% and

the RCF margin to vary between

3% and 4%. The amendment

included certain minimum liquidity

covenants, in addition to the net

leverage covenants and interest

covenants previously contracted.

(see note 29 for further details).

At 31 March 2024, the Group held

cash balances of €27.4m, a €0.8m

increase in the year, attributable

to the successful fundraise in

November 2023 detailed above and

positive operating cash generated

during the year partially offset by

loan repayments on the ABN Amro

term loan (€12m) which included

scheduled repayments of €4.5m and

a repayment of €7.5m referred to

above, the repayment of the €5m

previously drawn on the ABN Amro

RCF and €5m was invested into

our US joint venture with Eastman

(Accoya USA) during the year.

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

ACCOYA CHOSEN FOR

THE NEW DECKING

OF THEHISTORIC

SSGREAT BRITAIN

SHIP

Bristol, United Kingdom

The deck of the historic SS Great Britain in Bristol, UK is

being replaced with Accoya. The first decking boards made

from Accoya were placed on the 4th December. Expected

to take 32 weeks in total, the project will see 6,050

metres of timber being fitted. The boards will weather to

a stunning silver colour recreating the original colour of

thedeck.

The new decking will help preserve the deck of the ship

and the original ironwork that sits underneath. Alongside

the vital conservation work, the project will enable

wheelchair and step-free access to every area of the ship.

ship and former passenger steamship that was advanced

for her time. She was the largest passenger ship in the

world from 1845 to 1854, sailing around the world 32 times.

Theship has been a visitor attraction since its return

toBristol in 1970.

The conservation project is being carried out by

the SS Great Britain Trust, funded by Arts Council

England through the Museum Estate &

Development Fund (MEND). The decking

was supplied by RobbinsTimber.

CASE STUDY

For more Accoya projects go online to |

www.accoya.com/uk/projects

Image credit: SS Great Britain Trust

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

Finance Review continued

Financial position

Plant and machinery additions of

€1.8m (2023: €21.4m) consisted

primarily of maintenance capex for

the Arnhem plant.

Trade and other receivables were

at a similar level to the prior year at

€17.6m (2023: €18.1m).

Trade and other payables reduced

by €7.1m to €18.8m (2023: €25.9m),

attributable to a decrease in

operational creditors, and capex

payables following the completion of

the Arnhem expansion project and

lower activity at the Tricoya UK plant

in Hull.

Amounts payable under loan

agreements decreased to €60.2m

during the year (2023: €65.9m)

following loan repayments on the

ABN Amro loan (€12m), the net

increase in convertible loans of €11m

and following the capital raise, the

repayment of the €5m drawn on the

ABN Amro revolving credit facility

which remains available headroom.

Net debt decreased by €7m in

the year to €37.1m (2023: €44.1m)

following the successful capital

raise in November 2023, with €5m

invested into our US joint venture

during the year.

Going concern

The consolidated financial statements

are prepared on a going concern

basis, which assumes that the Group

will continue in operational existence

for the foreseeable future, and at least

for the 12 months from the date these

financial statements are approved

(the ‘going concern period’). As part

of the Group’s going concern review,

the Directors have assessed the

Group’s trading forecasts, working

capital and liquidity requirements,

and bank facility covenant compliance

for the going concern period under a

base case scenario and a severe but

plausible downside scenario.

Accoya USA colleagues on site

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Group Adjusted EBITDA 2020-2024

€ million

FY20 FY22 FY23

FY24

FY21

€7.0m

€10.1m

€10.4m

€22.9m

€4.8m

The cash flow forecasts used for the

going concern assessment represent

the Directors’ best estimate of trading

performance and cost implications

in the market based on current

agreements, market experience and

consumer demand expectations.

These forecasts indicate that, in order

to continue as a going concern, the

Group is dependent on achieving a

certain level of performance relating

to the production and sale of Accoya,

and the management of its working

capital.

In both scenarios, the Directors

have assumed no commitment will be

made to complete the construction

and start-up of the Tricoya UK plant

in Hull unless the Board definitively

determines to proceed with the

project and appropriate levels of

funding arrangements are obtained

to do so. In the base scenario,

financial support is included for

ongoing care & maintenance costs,

whilst in the downside scenario, it is

assumed that the Group discontinues

its financial support in relation to the

Tricoya UK plant.

The Directors’ have also considered

the possible quantum and timing of

funding required to complete the

plant currently being commissioned

by Accoya USA LLC, and for the

initial operational working capital

requirements of the entity.

Notwithstanding that the construction

project benefits from certain

contractual measures in place with the

lead engineering, construction and

procurement contractor, Accsys has a

contractual obligation to fund its 60%

share of Accoya USA LLC on a pro rata

basis with its joint venture partner

(Eastman Chemicals Company).

The Group is also dependent on the

Group’s financial resources including

its existing cash position, banking

and finance facilities (see note 29

for details).

The Directors considered a severe

but plausible downside scenario

against the base case with reduced

Accoya sales volumes and increased

funding into Accoya USA LLC and a

reverse stress test was performed

to determine the decrease in Accoya

sales volume from the Arnhem

plant required to breach banking

covenants. The Directors do not

expect the assumptions in the severe

but plausible downside scenario or

the reverse stress test scenario to

materialise, but should they unfold,

the Group has several mitigating

actions it can implement to manage its

going concern risk, such as deferring

discretionary capital expenditure and

implementing further cost reductions

to maintain a sufficient level of liquidity

and covenant headroom during the

going concern period.

The combined impact of the above

downside scenarios and mitigations

does not trigger a minimum liquidity

breach or covenant breach at any

point in the going concern period. In

the reverse stress test, a decrease

of approximately 10% on Accoya

sales volume from the Arnhem

plant compared to an equivalent

prior year period or a decrease of

approximately 20% compared to

the equivalent base scenario period

(both excluding North American

sales which move to the Kingsport

site once operational) was required

to reach the banking covenant

breach point.

The Directors believe that while

some uncertainty always inherently

remains in achieving the budget,

in particular in relation to market

conditions outside of the Group’s

control, after carefully considering

all the factors explained in this

statement, there is sufficient

liquidity and covenant headroom

such that there is no material

uncertainty with respect to going

concern and have prepared the

financial statements on this basis.

Hans Pauli

Interim Chief Financial Officer

25 June 2024

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

Our Products

ACCSYS PRODUCES

THREEPRODUCTS

Find out more online | www.accoya.com Find out more online | www.tricoya.com

Accoya is our acetylated solid wood product brand.

It is the world’s leading high performance sustainable

wood brand, sourced from fast growing, FSC

certified

forests. It is both highly stable and resistant to rot, with

properties that match or exceed those of the most

durable tropical hardwoods, plastics, and other non-

renewable alternatives. Ideal for use across numerous

internal and external applications, Accoya’s primary

applications are windows, doors, decking and cladding.

Accoya Color brings all the high performance and

sustainability benefits of Accoya wood in a stunning grey

colour. It is highly stable due to the minimal movement

of Accoya wood in different weather conditions. This

stability makes it the ideal decking or cladding material.

As it is coloured through to the core, the grey colour

cannot flake or wear off. This makes it long lasting and low

maintenance, without the need for coatings or further

treatments, saving time and money in the long run. Like

Accoya, Accoya Color is non-toxic and one of the few

building products to be Cradle to Cradle

Certified Gold

for its circular economy benefits.

Accoya for Tricoya is the principal ingredient used by our

licensees to manufacture Tricoya panel products with

enhanced properties: exceptional durability, very high

dimensional stability and ideal for use in wet environments

internally or externally. These properties open countless

opportunities for specifiers, architects, joinery

manufacturers and product designers.

WARRANTY FOR

50years

ABOVE GROUND AND

25YEARS IN GROUND

ORFRESHWATER

ACCOYA IS

Cradle to Cradle

Certified

AT THE GOLD LEVEL FOR ITS

CIRCULAR ECONOMYBENEFITS

REDUCTION OF OVER

75%

IN SWELLING CAUSED

BYMOISTURE UPTAKE

CERTIFICATION

DEMONSTRATING

LEADINGSUSTAINABILITY

CREDENTIALS

Accoya comparison chart

Accoya

Sapele

Oak

Meranti

Iroko

Redwood

Lifespan

✓ ✓ ✓ ✓ ( ✓) ✓ ( ✓) ✓ ( ✓) ✓ ✓ ✓

Warranty

✓ ✓ ✓

N/A N/A N/A N/A N/A

Coatings performance

✓ ✓ ✓ ✓ ✓✓ ✓ ✓ ✓ ✓

Thermally insulated

✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓

Maintenance intervals

✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓

The number of ticks (1–3) are an indicative scale with one tick being the

worst and 3 ticks being the best.

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

FEWER CALL

BACKS

FEWER

CALL BACKS

WIDE

BOARDS

WIDE BOARDS

AVAILABLE

25 & 50 YEAR

WARRANTIES

50 YEAR

WARRANTY

NATURAL

WOOD

LOW

ENVIRONMENTAL

IMPACT

LOW

ENVIRONMENTAL

IMPACT

BESPOKE

OPTIONS

BESPOKE

OPTIONS

LONG

SERVICE LIFE

LONG

SERVICE LIFE

NON

TOXIC

NON TOXIC

HIGHLY

STABLE

HIGHLY

STABLE

LOW

MAINTENANCE

LOW

MAINTENANCE

SUSTAINABLY

SOURCED

SUSTAINABLY

SOURCED

FOR ALL

CLIMATES

FOR ALL

CLIMATES

IDEAL FOR

COATING

WORLDWIDE

ACCREDITATION

WORLDWIDE

ACCREDITATIONS

HIGHLY

DURABLE

HIGHLY

DURABLE

MULTIPLE

FINISHES

MULTIPLE

FINISHES

100%

RECYCLABLE

100%

RECYCLABLE

PERFORMANCE

Our products are defined by three sets of credentials: performance, finish, and sustainability. It is with this

combination of product attributes that we seek to delight our customers and stand apart from the competition.

FINISH

SUSTAINABILITY

DECKING

For low maintenance

decking that withstands

wear and tear in any

climate, Accoya is the

answer. With superior

stability compared to

traditional decking

materials, Accoya

combines the charm

of real wood with

exceptional performance

credentials.

WINDOWS

Classic looks with

contemporary

performance: Accoya

wood window frames

deliver all the benefits

and beauty of natural

wood with none of the

downsides: superior

thermal insulation,

minimal upkeep, maximum

stability, durability and

sustainability.

DOORS

Industry-leading stability

means that our products

won’t shrink and swell

like other wood: reducing

the chance of doors

sticking or jamming

in wet conditions and

helping coatings last far

longer before cracking

or peeling. Accoya

and Tricoya provide

compelling advantages

for all kinds of exterior

doors.

CLADDING

Form and function

combine perfectly as

Accoya and Tricoya give

designers, specifiers,

woodworkers, architects

and property owners a

material with boundless

creative possibilities,

world- leading

sustainability credentials

and best-in-class long-

term performance.

Product applications

Our products encourage manufacturers, architects, specifiers and consumers to make sustainable building

material choices on multiple global applications, without compromising on performance.

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

Our Market

A SIGNIFICANT

GROWTHOPPORTUNITY

Overview

Accsys’ products are positioned

within the global wood products

market, the global wood products

market size is expected to grow

from $805b in 2024 to $1,054b in

2028 with a CAGR of 7%. (Source:

The Business Research Company).

Our products outperform competing

materials most strongly when used in

an outsideenvironment.

They compete with the high value end

of the outdoor wood market.

Accoya and Tricoya offer market-

leading warranties and service life,

along with sustainability credentials

that make them particularly attractive

in an increasingly environmentally

responsible world.

Targeted segment

penetration

With products that could be described

as disruptive to existing materials, we

have focused on developing regions

and product applications which will

support sustainable growth.

The majority of Accoya sales are to

aglobal network of timber distributors,

many of whom are long-standing

customers, which in turn supply a

variety of industries, principally for

joinery (windows and doors), decking

and cladding. Accoya is primarily

selected for use by architects,

manufacturers and specifiers for its

high-performance characteristics.

Tricoya panels are manufactured using

Accoya for Tricoya from Arnhem.

Agreements have been secured with

Finsa and Medite, who use the Tricoya

acetylated wood elements in place

of traditional wood chip feedstock to

create, market and sell Tricoya panels.

Sales of Tricoya panels have increased

significantly each year since Medite

introduced them to the market in

2012, being used both in place of

‘traditional’ panels and in applications

where wood panels would not have

previously been feasible.

Focus

Our focus on selling to our

distributors and marketing to the

wider industry has proven to be

a successful route to establish

our products in the market as we

challenge traditional preconceptions

about material choice.

We have built and developed strong

relationships with our distributor

networks in key territories. We are

committed to developing these

relationships through training,

support and engagement with

both our distributors and their

manufacturing customers. As a

result, we can develop brand and

product advocates throughout the

valuechain.

56,568m

ACCOYA SOLD IN THIS

FINANCIAL YEAR

Holzpur AG building, Switzerland. Architects: Büchler & Scheidegger

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Demand drivers

There are three main of drivers of demand for our products:

Performance

Our products are most frequently chosen for

their characteristics, quality and performance

across all climate extremes, often resulting in

low total cost of ownership across the product

lifetime. This is fundamental to our proposition.

This competitive advantage against other

woods and non-wood materials means we

believe we can grow faster than the market

through market penetration and share gains.

Megatrends

Sustainability

The built environment is responsible for almost

40% of global carbon emissions. In addition to

decarbonisation, the ‘Race to Zero’, and setting

of net zero carbon targets, there is also an

increasing focus on renewable resources to

support a circular economy. In addition, many

countries and global businesses now have

mandatory, legislative targets to be carbon

neutral by 2050.

Shifting consumer priorities

Consumers in our geographic end markets

continue to shift towards products that have

a lower environmental impact, from shopping

bags and drinking straws to the cars we drive.

The trend is the same in the built environment:

around the world we can see evidence of mass

timber buildings using renewable, carbon-

storing wood in place of concrete and steel.

Lifestyle changes

Socio-economic changes are driving a

cultural shift in expectations for residences

and commercial buildings and there is an

increasing demand for high performance and

low maintenance wood products suitable for

outdoor use.

Construction and redevelopment

Rising GDP per capita, economic development

and higher standards of living are fuelling

construction, the principal driver of wood

consumption, across the world. Our

products are used in new constructions and

in the refurbishment, redevelopment and

remodelling of commercial and residential

buildings and projects.

Underlying drivers include rising standards

around expectations of building usages,

performance and design, and regulatory

changes (notably building safety, maintenance,

sustainability and energy performance).

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

FINANCIAL STATEMENTS

The value we create

Our Business Model

CREATING NEW

OPPORTUNITIES FOR

THEBUILT ENVIRONMENT

What we do

We enhance the natural properties of wood to make high performance building products that are extremely durable

and stable, opening up new opportunities for the built environment. Our activities also focus on the strategic expansion

of our business to capture the substantial global market opportunity we believe is achievable with our products.

We are committed to zero

deforestation and source our

raw wood timber from certified

sustainable, well-managed and

fast-growing forests through wood

mills and wood chip suppliers in New

Zealand, Spain, Chile, Uruguay and

Argentina (e.g. Forest Stewardship

Council

(CO12330) wood sources).

We work with acetyls providers to

source acetic anhydride and sell-back

acetic acid, our reusable by-product

into the market. Around half of this

acid is recycled back into acetic

anhydride, closing the loop on our

production process.

We manufacture our wood products

using our proprietary, wood

acetylation process at our existing

plant in the Netherlands.

We work with a network of global

distributors to get our sustainable

wood products to our customers,

who utilise Accoya and Tricoya

materials to create branded products

such as windows, doors, decking,

cladding, façades and other external

applications.

Customers

Providing high performance and

sustainably sourced solutions

Trusted long term relationships to meet

our customers’ needs

Colleagues

Rewarding careers

A safe and diverse working environment

that support equal opportunities

Suppliers

Strong and trusted relationships

A collaborative approach to supporting

our suppliers’ businesses and growing

together

Forest Stewardship

Council® (FSC) certified

Outputs

56,568m

Accoya wood sold this year

€136.2m revenue

45 countries

in which we hold c.334 patent

familymembers

Responsible sourcing

Proprietary

product

manufacturing

Global sales and

distribution

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

The value we create

Business Partners

Business opportunities

Shareholders

Long-term value creation

Community and the

environment

Giving the world a choice

tobuildsustainably

Creating localjobs

Building new plants

and optimising

existing sites

R&D and

patented

technology

A partnership

approach

Accoya USA

Joint venture with Eastman

inKingsport, Tennessee

We develop and optimise existing sites

and processes to benefit from existing

skills and leverage operational and

financial scale.

We identify new international

locations and appropriate partners to

develop additional capacity in order

to meet our longer-term growth

potential in global markets. Our

second production plant in Kingsport,

Tennessee, USA as part of our joint

venture with Eastman is expected to

commence production this summer.

We have developed families of

patents, providing robust protection

over our proprietary products and

processes. We continue to invest

in R&D, focused on optimising

our existing product offering and

technologies and investing in focused

technology solutions. Our brands

Accoya and Tricoya, are globally

registered trademarks, portraying our

products’ sustainable, high quality and

long-term performance.

Working with the right business

partners helps us maximise our

potential, enabling our growth to

realise the substantial global market

opportunity for our products.

€1.5m

R&D investment* in FY24

* excludes capex on new technology

MEDITE

and FINSA

Our partners who convert Accoya

forTricoya into Tricoya wood panels

Our stakeholders

We work with our stakeholders across our

business activities. Through our business

activities we create value for stakeholders

in different ways.

Our Stakeholder Engagement report on page

64 setsout further detail on our stakeholder

relationships.

See our Stakeholder Engagement section | Page 64

Our

Stakeholders

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

FINANCIAL STATEMENTS

Our Strategy

SETTING THE COURSE

FORSUSTAINABLE GROWTH

Develop our

technologies

Continue to build our

organisational capability

Deliver manufacturing

excellence

Grow product

demand

Silt Hotel and Casino, Middelkerke, Belgium. Photography: Stefan Steenkiste

The Senior Leadership Team is undertaking a

thorough review of our strategy. A full update

on our strategy will be provided in FY25.

Until then, our strategy remains aligned with

our four existing strategic pillars: Over the next

pages we outline our progress against these

pillars and focus areas going forward.

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Our focus

• Drive sales growth in key markets and categories

• Maintain strong customer relationships, service

andsupport

• Build and protect our brands

• Maximise our competitive advantage through

product performance, quality and sustainability

• Capitalise on our ideal positioning to benefit from

global sustainability and consumer megatrends

GROW PRODUCT DEMAND

Developing market opportunities to drive revenue growth

2024 Progress

• Responded to challenging market backdrop

and slow demand with investment in sales and

marketing, including adding seven new distributors

• Creation of new commercial function integrating

sales, marketing and customer service

• Investment in additional resource to create

further demand as capacity becomes available,

including strategic hire with a new North American

SalesDirector

• Further increase in lead generation funnel for

Approved Manufacturers

• Good year on year growth for Accoya Color sales

volumes; new market launch in UK

• Award wins for Accoya Color – People’s Choice

in the Most Innovative Deck or Patio Product

Award, Pool, Spa, Patio (PSP)/Deck Expo 2023;

TheArchitect’s Newspaper – Best of Products

award for Accoya Color Grey Decking in the

Finishes and Surfaces Outdoor category

Looking forward

• More resource dedicated to sales & marketing

to create further demand as capacity becomes

available

• Continued North American sales and brand

development

• Explore new market and geographic

opportunities e.g. Middle East, Central Eastern

Europe and SouthAmerica

• Continuing to support our customers to enhance

service, ensuring long term customer preference

• Further development of Accoya Color for decking

to build on positive momentum

• System Partner expansion – co-branding with

coatings, adhesives, and hardware manufacturers

• Further expansion of B2B activities including

Approved Manufacturers Programme and

collaboration with customers

Read more about Our Products | Page 26

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

Our Strategy continued

DELIVER MANUFACTURING EXCELLENCE

Growing our global manufacturing production capacity;

doingthingsfaster,better,and more safely

2024 Progress

• Establishment of site-based HSE Committees, with

increased review, monitoring and reporting of

safety indicators, focusing on creating a zero-harm

culture

• ‘Solid Roots’ programme in Arnhem launched to

create a mature manufacturing platform at our

largest site

• Accoya USA JV with Eastman – plant expected to

commence production in summer 2024.

• A financial partner was appointed to support with

the Tricoya Hull plant

• Implementation of wood scanning equipment

Looking forward

• Launch of Life Saving Rules – guidelines designed

to prevent serious and fatal injuries

• Commence ERP project to drive operational

excellence

• Further optimisation of our processes to maximise

production reliability

• Commercial operations at Accoya USA plant

expected summer 2024

• Resolution on Tricoya Hull plant

• Full benefit of wood scanning capabilities

Our focus

• Ensure colleague safety across all our operations

• Grow manufacturing capability and production

capacity in North America, Europe and internationally

• Optimise our plants and processes for scalable growth

• Replicate proven technology with continuous

improvements

• Partner fairly with third parties

Read more about our manufacturing expansion

in the ‘Chair’s Statement’ | Page 04

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

For more Accoya projects go online to | www.accoya.com/uk/projects

THE SHADY BROOK

OFFICE BUILDING

DEVELOPED BY

HALF PRICE BOOKS

Dallas, United States

Dallas-based retailer Half Price Books has

constructed a new office complex adjacent to its

flagship store on Northwest Highway. Designed

by local firm Cunningham Architects, the project

consists of four stories and 26,000 square feet

of space that will be used for a mix of office and

retailfunctions.

Distinctive for its Accoya wood Brise-soleil, the

architects drew inspiration from the firm’s first

commission for the bookseller, the renovation of

its flagship store, which featured the installation of

aslatted wood screen behind the store’s signage.

CASE STUDY

The Shady Brook Office Building

Architect: Cunningham Architects

Location: Dallas

Completion Date: 2023

PRODUCT DETAILS

Shady Brook building

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

Our Strategy continued

DEVELOP OUR TECHNOLOGIES

R&D of product and process-related technologies and IP

toprotectandgrowourleading market position

2024 Progress

• Merger of our Global Technology Centre/R&D team

with the Quality function to drive quality (process)

improvements for Accoya and Tricoya

• Installation of new automated wood scanning

equipment in Arnhem to further improve product

quality

• Ongoing research into alternative sustainable wood

species, resulting in the development of Accoya

Color made from Taeda

• Steady production at Accoya Color plant in Barry;

improved kilning cycle time leading to higher

volume potential

• Continued IP protection, and safeguarding freedom

to operate, in various areas applicable to the

Accoya and Tricoya businesses

Looking forward

• Ongoing improvements to overall production

process efficiencies, including optimising the wood

scanning capabilities

• Longer-term research into potential for additional

product categories as overall capacity increases

• Continued development of our IP portfolio

• Continued research into, and assessment of,

alternative raw materials supply options

Read more about Innovation & Technology | Page 30

Our focus

• Pursuing process technology to enhance efficiency

• Optimising existing products

• Protecting our IP

• Sourcing responsibly

• Lowering resource use and incorporating

circularprocesses

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

THREE-DIMENSIONAL

THINKING WITH

MEDITE

TRICOYA

EXTREME

Hampshire, UK

PC Landscapes was approached by a client in

Hampshire who was looking to revamp an entertaining

space in their garden and pool area. As part of the

renovation, PCLandscapes utilised Medite Tricoya

Extreme (MTX) toprovide a cleaner contemporary feel.

Their first idea was to clad the side wall with MTX to

create a smooth backdrop that will stand the test of

time so that images can be placed against the wall.

As MTX is lightweight, the images could be hung

alongside vertical timber batons. However, as the

design progressed and the clients became more

engaged, PC Landscapes suggested extruding the

batons to create a series of vertical ‘Fins’. The design

then turned into something more three-dimensional.

The CNC Wood Company in Bordon, Hampshire created

the ‘Fin’ sections from the MTX. 10mm rebates were cut

vertically into multiple MTX sheets with a 30mm gap

between each rebate, which provided a contemporary

look to clad the remaining walls. PC Landscapes also

worked with Southampton-based company Bespoke 4

Joinery who then sealed and painted the MTX.

The 18mm thick MTX ‘Fins’ on the wall by the swimming

pool, created the impression of a 3D ellipse reducing

in size along the wall which made the feature far more

dynamic. The spaces between the ‘Fins’ were painted

green, to highlight each ellipse and white on the outer

edge so that when viewed from the front a pattern

could be seen.

CASE STUDY

Medite Tricoya Extreme

Architect: PC Landscape

Joiner: Bespoke 4 Joinery

Routing services: CNC Wood Company

PRODUCT DETAILS

I loved the potential

possibilities and was

amazed by the lifespan

of the product, which

was probably the

biggest driver to

usingMTX”

Paul Cowell

Managing Director and Landscape Architect,

PC Landscapes.

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

CONTINUE TO BUILD OUR

ORGANISATIONAL CAPABILITY

Developing our people and organisational capabilities to manage our growth

2024 Progress

• Transformed the organisation to be leaner and

more agile

• Appointment of a new CEO, with significant

experience in large capital project management,

cost management and financial forecasting

• Appointment of a new HR Director, with experience

in the building materials industry

• Continued investment in training and development

to support skills and talent pipeline

• Identified key talents within the organisation

Looking forward

• New strategy launch and review of our values and

behaviours

• Focus on creating a performance driven culture

• Continue building strong local organisations to

deliver on transformation programme

• Enhanced Employee Benefit Trust to reward high

performance and improve retention

• Launch of Technical Training Academy for

operations teams

• Improving capital project delivery: stronger project

management and contracting practices

• Employee engagement survey

• Appointment of CFO

• Ongoing progressive enhancement of processes

and management systems

Read more about our Senior Leadership Team | Page 74

Our focus

• Talent management: adding new skills and talent

• Developing our people: Leadership & Training

• Engaged workforce

• Living our values and culture

Our Strategy continued

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

ACCOYA CHARRED

TIMBER FAÇADE WITH

GRAD

Paris, France

An urban renewal project in the Parisian suburb of Clichy-La-

Garenne will become the largest low-carbon building in France.

The bustling 47,000m

urban campus, known as BLACK, provides

users with a true ‘workplace of tomorrow’ by creating a sustainable

and inspiring modern workspace within commutable distance from

La Défense, Paris – the busiest business district in Europe.

Situated right beside Parc des Impressionnistes, the project’s

ethical design blends nature’s elements with unique architecture to

create a space that sits in harmony with its surroundings.

The distinctive timber cladding has undergone the Japanese charring

technique of Yakisugi. This ancient art involves burning the wood to

create a decorative and protective layer of charcoal on its surface.

By opting for a façade using Accoya timber that has been treated

using this process, the architect saved 1,000 tonnes of CO

without

compromising on performance.

The carbon savings resulted from the fact that the initial

design had recommended the use of aluminium. The decision to

replace this with charred Accoya wood was one of a number of

material decisions made to enhance the building’s environmental

performance and credentials.

Overall, the use of low-carbon materials resulted in a saving of

3,000 tonnes of carbon

The charred wood façade is installed on the GRAD railing system to

combine modernity with the traditional. The GRAD system holds the

wood in place whilst remaining completely hidden to preserve the

building’s unique biophilic design.

CASE STUDY

Client: Redman

Architect: Emmanuel Combarel Dominique Marrec

Architectes (ECDM)

Area: 47,000 m

Quantity of Accoya wood: 6740 m

Charring: Les Brûleurs de Bois

Accoya distributor: Henry Timber

Clip system: Grad

Year: 2023

PRODUCT DETAILS

1 Please see https://alts.axa-im.com/responsible-investing/esg-strategy/black.

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

Risk Management

HOW WE IDENTIFY,

EVALUATE AND

MITIGATERISKS

Global companies continue to

face significant headwinds, and

identifying, evaluating, managing and

mitigating risk remains an essential

corporateactivity.

Risk governance

At Accsys, the Board is ultimately

responsible for risk management.

Ongoing risk assessment is delegated

to the Audit Committee which seeks

to ensure that Accsys’ risk processes

remain focused and robust.

The Audit Committee’s Terms

of Reference ensure it has the

capability and structure to operate

independently of the Accsys

Executive Team, specifically:

• the Committee is required to

have a particular focus on Accsys’

processes for the management of

business and financial risk;

• Committee members should

have the ability to understand

key business and financial risks

and related controls and control

processes;

• the Committee is entitled to obtain,

at Accsys’ expense, independent

legal, accounting or other

professional advice on any matter it

believes is necessary to do so; and

• at least one member of the

Committee should be literate in

business and financial reporting and

control and have past experience

in finance or accounting or

other comparable experience or

background.

The current Chair of the Audit

Committee is Roland Waibel. Roland

is an experienced Non-Executive

Director and has had a long executive

career which included group finance

director roles at large multinational

organisations, which means he has a

deep understanding of business and

financial risk and related controls and

control processes.

Accsys also has an executive-led Risk

Committee which reports to the Audit

Committee on risk management within

Accsys’ business and operations.

Accsys’ Risk Committee meets at least

quarterly and is comprised of several

members of the Senior Leadership

Team. The Risk Committee conducts

regular and structured reviews of risk,

which it then reports to, and further

reviews and discusses with, the Audit

Committee. The Audit Committee then

seeks to ensure that risks have been

suitably identified and evaluated with

appropriate mitigation plans in place.

The Risk Committee maintains a

detailed risk register and seeks to:

• identify and rank key risk areas,

including existing and new risks;

• allocate a Senior Leadership Team

member with day to day oversight

of each risk;

• evaluate the likelihood and impact

of each risk;

• highlight to the Audit Committee

changes in the risk register;

• identify steps that are being taken

to mitigate the risk; and

• traffic light those areas of

particular concern.

New and emerging risks

Accsys’ Risk Committee remains alert

to the presence of new or emerging

risks to the business, as well as to any

changes in the status or prevalence

of existing risks to the business. No

emerging risks were identified in the

past year.

Risk culture

As part of Accsys’ commitment to

good risk management practices,

it is focused on developing cultural

awareness of risk and embedding

good risk management practices

at all levels of the organisation.

Company initiatives that reinforce

risk culture include a requirement for

employees to complete training on

certain risk topics and the employee

annual appraisal process requires

managers to check completion

of the training by the employees.

Thesetraining modules cover:

• Data management;

• Anti-corruption;

• Market abuse; and

• Anti-slavery.

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Our risk management

framework incorporates

a top-down approach,

setting the risk appetite

and identifying our principal

risks, together with a

bottom-up approach to

identify our operational risks:

All employees have a role

inthemanagement of risk

withintheGroup.

A summary of the principal risks facing the Group is set out below. The below is subject to ongoing review and

change. The risks should not be read in any order of priority. The ‘Risk trend’ column indicates the risk trend in

thereporting period compared to the last Annual Report and, where appropriate, commentary has been provided

onrisktrend changes.

Risk Description Mitigation Risk

trend

Finance

A lack of strong financial control and planning

may adversely impact the Group, both in

respect of its short-term requirements, as well

as enabling it to complete key capital projects.

Given the Group’s size relative to the scale of

capital-intensive projects necessary for it to

meet its growth strategy, the Group may be

adversely affected by cost overruns on those

projects.

Further, if additional capital is required to fund

cost shortfalls, such additional capital may not

always be readily available, or if it is, the cost of

capital may be relatively higher.

Relevant members of the Senior Leadership

Team, with oversight from the Finance Team,

are tasked with ensuring sufficient planning and

management of demand creation, raw material

inventory management and operational production

to maximise working capital efficiency and cash

generation. In particular, the Group has implemented

and invested in additional sales, inventory and

operational planning measures to optimise capability

in this area.

Accsys has appropriate measures in place to monitor

and control operational and capital expenditure,

including appropriate KPIs which are regularly

reviewed by the Senior Leadership Team and by

theBoard.

During FY24, Accsys successfully raised additional

capital to finance the completion of the Kingsport

project and the Accsys Board also held additional

meetings throughout the year to ensure an

appropriate level of focus on the Company’s financial

position. Accsys also took a number of steps to

continuously improve its FP&A capability in FY24,

including commencing an upgrade programme of

its ERP platform to further develop its control and

planning systems, which will continue into FY25.

Group

Controls

Review of

operational

controls

Board of

Directors

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

Risk Description Mitigation Risk

trend

Health,

Safetyand

Environment

The Group’s manufacturing business and

operation of industrial plants involve the use of

both raw wood and certain chemicals, where

there is a risk of health, safety or environmental

(HSE) incidents at our sites such as injury,

damage, explosion, contamination, or death.

These represent ongoing risks with potentially

catastrophic impact.

Where Accsys is involved in constructing new

plants, there is also HSE risk present in the

nature of construction activities.

HSE responsibility is delegated appropriately

through the organisational line of control, with

the Group Manufacturing and Projects Director

overseeing HSE for the manufacturing business

and operations. These responsibilities are set out in

applicable HSE policies. Our simplified organisational

design has made this more transparent.

Site level HSE committees which facilitate detailed

review of HSE matters between local site managers

and senior management have been implemented.

At the newly operational site in Kingsport, which

the Group owns together with Eastman Chemical

Company in joint venture, standard operating

procedures and policies were carefully developed in

conjunction with both owners.

Our aim is to maintain and increase HSE awareness

and ensure a safety first HSE culture persists. In our

simplified organisation, reviewing this more directly

between senior management and accountable

staff will further this objective. Where appropriate

Accsys will use external support to conduct HSE risk

assessments.

Hull Plant

Failing to conclude the construction of

the new Tricoya plant in Hull, including its

commissioning and start-up, in a timely

manner, or at all, may affect the Group’s ability

to generate revenue or develop its Tricoya

business as planned.

It is possible that Accsys may not be able

to obtain funding at an acceptable and/or

necessary level and cost relative to the project

requirements.

The Board has appointed a financial advisor to assist

with its search for a strategic and/or financing

partner. Finalising the evaluation of funding options

remains a key priority for the Senior Leadership Team

and the Board. It remains a priority for the Board that

any course of action taken in respect of Hull does

not have an adverse financial impact on Accsys.

Whilst a decision on Hull is pending, the Senior

Leadership Team ensures that maintenance costs at

the plant remain within the Board’s expectations and

are funded by internally generated cash flow.

Kingsport

Plant

The successful commissioning and startup

of commercial operations of the new Accoya

plant in Kingsport, Tennessee may affect the

Group’s ability to generate revenue as planned

if commencement is materially delayed and/or

costs materially more than budgeted.

The joint Accsys and Eastman Chemical Company

team have been intensively and continually reviewing

the progress of the project. They have appointed

experienced managers to monitor progress to

ensure that the plant proceeds to commercial

production materially on time and within budget.

Risk Management continued

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Risk Description Mitigation Risk

trend

Licensing/

Partnering and

Protection of

Intellectual

Property

A loss of demand for technology licences or

interest in partnering with Accsys for new or

existing plants may adversely impact our ability

to realise long-term value from our IP.

Similarly, a failure of our existing business

partners, including contractors, licensees,

and suppliers to perform as expected under

our agreements could adversely impact our

financial performance.

In addition, as a business which materially

benefits from IP, the loss of confidential

information, patent rights, trademarks and

other intellectual property is a key risk. A

failure to maintain Accsys’ portfolio of IP in line

with its strategy, by patenting new inventions,

acquisition or by prevailing in any IP litigation

may have a material adverse impact on the

Group. Together these risks could weaken the

Group’s competitive advantage in its Tricoya

and Accoya businesses.

Developing strong relationships with current and

future business partners to embed a pipeline of new

business opportunities and foster key relationships

is an important focus for Accsys’ corporate

development team. Accsys’ Sales and Marketing

teams will also work with partners to help them to

grow their Accoya or Tricoya businesses.

Accsys has dedicated resource to manage its IP

which, together with external IP attorneys, are

responsible for maintaining and developing the

Group’s IP portfolio. Accsys uses confidentiality

and IP agreements when dealing with its business

partners. To mitigate risk in relation to IP protection,

training is given to employees to help ensure

awareness of the need to protect our IP.

Market and

Supply Chain

Disruption

Planned and/or unplanned macroeconomic

effects and/or specific market dislocations

may cause direct and indirect impacts on the

price and/or availability of natural gas, raw

materials and logistics. Given the relatively high

proportion of input cost attributable to acetic

anhydride and raw wood, material disruption

in these markets may adversely impact Accsys’

business.

Commentary on risk trend: During the year,

risk factors stayed at an elevated level due

to asymmetry in Accsys’ customer demand

fluctuations and relative less correlative

volume flexibility inherent in acetyl and wood

purchasing markets.

Building long-term relationships with key suppliers

of raw materials, including new and existing suppliers

of acetic anhydride, continues to be of paramount

importance to Accsys. Accsys continuously reviews

its acetyl supplier arrangements to ensure as much

optimality on acetyls as market conditions allow for.

In managing the supply chain for raw wood sourcing,

risk is mitigated through a number of supplier

screening, selection and monitoring steps and

processes. It is also a requirement that Accsys’ wood

suppliers are FSC® (or equivalent) certified. Further

information on Accsys’ approach to supply chain

risk management and biodiversity can be found on

the Sustainability and ESG section of the Accsys

corporate website.

The Group has continued testing new species of

raw wood from different geographic regions which

would be suitable for application in respect of both

Accoya and Tricoya. The Group also continued

to build up resilience in its supply chain through

further contractually binding arrangements with raw

material suppliers.

Manufacturing

The Group’s ability to generate revenue

and progress EBITDA relies heavily on its

manufacturing capability. Manufacturing

capability may be materially and adversely

impacted by operational issues, including

inadequate and/or insufficient preventative

maintenance, engineering capability,

equipment performance, activity planning, and

site level procurement practice.

During FY24, Accsys started work on a three-year

continuous improvement programme at its largest

production site, focused on people, processes

and systems. This work should support holistic

improvement in site operations, with performance

being measurable against clear operational KPIs.

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

Risk Description Mitigation Risk

trend

Talent

The potential inability to source or attract a

sufficient number of capable people, retain

sufficient numbers of people (including

adequate engagement and enablement) and

ineffective performance management and

leadership of Accsys’ people, could, if not

mitigated, have a material adverse effect on

Accsys’ ability to deliver its strategy.

The Group maintains an ability to attract and

retain skilled people through various processes

and policies under the leadership of the Group’s

HR function. In addition, Accsys values and invests

in colleague engagement and communication to

maintain a positive and motivated culture.

Detailed reviews of functional requirements aim to

ensure that the Group can appropriately resource

its organisational needs at a time of expansion.

Evaluations are carried out to identify those

functions that are of critical importance for the

Group and individuals within those functions that are

themselves critical and/or are considered of high

potential. Accsys also operates a Group-wide bonus

scheme, together with a long-term incentivisation

plan and other measures which seeks to reward,

incentivise, motivate, attract, and retain critical

personnel by way of share-based awards with

deferred vesting.

During FY24, the Group commenced a number

of initiatives to reinforce employee engagement,

including reviews of job descriptions and

establishment of management development courses.

These measures will continue through into FY25.

Sale of

Products

Accsys relies on high levels of demand for

its premium products, driven principally

by the unique qualities and sustainability

credentials that Accoya and Tricoya deliver.

A key risk for Accsys is that changes in

demand may arise out of macroeconomic

events beyond the Group’s control which may

affect end-consumers’ appetite to purchase

premium products, together with changes

in building material trends and/or increased

competitive offerings increasing the relative

substitutability of Accsys’ products. This risk

may be exacerbated by Accsys nearly doubling

its production capacity in an 18 month window

spanning FY24 and FY25.

Commentary on risk trend: During FY24 the

Company experienced a weakening in demand

for its products set against challenging

global sector conditions. Whilst Q4 FY24

showed resilient trading and Accsys has taken

mitigating actions to strengthen demand, the

macroeconomic outlook remains uncertain and

Accsys continues to see sale of products as an

upwards trending risk in light of its capacity

requirements.

The Group maintains structured Sales, Marketing

and Product Quality functions which focus on

supporting and growing our sales and customer

demand, while ensuring the quality of our products.

Research and development continues, with the

goal of increasing overall product quality by way of

enhancing quality control standards and carrying

out root cause analysis.

The Group has seen strong demand for Accoya

Color and it continues to seek to develop this

demand globally.

In FY24, the Group invested significantly in its Sales

and Marketing function and added new distribution

channels, all with a view to supporting the Group’s

sales targets.

Risk Management continued

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Risk Description Mitigation Risk

trend

Environmental,

Social and

Governance

(ESG),

Sustainability

and Climate

Related Risk

Through its products, Accsys offers the world

a choice to build more sustainably, and ESG

goes to the heart of what the Group does. An

inability to recognise ESG issues and mitigate

ESG risks may be materially detrimental to the

Group’s prospects as a company with strong

ESG credentials. For instance, failing to achieve

crucial environmental product credentials,

such as Cradle to Cradle® certification, could

adversely impact Accsys’ position in the market

as a supplier of superior sustainable materials.

Climate related risk is becoming an

increasingly important topic for Accsys and

other organisations. For a detailed review of

Accsys’ climate risks, please see the Climate

Disclosures Report on page 55.

Accsys has a robust approach to ESG governance

in key ESG areas including health and safety, people

and wellbeing, ensuring fair and ethical conduct,

producing and selling products that are sustainable

and sourced responsibly, controlling Accsys’ impact

on the environment, and seeking to benefit the

broader society and communities around Accsys.

For mitigation actions relating to climate related

risks, please see the Climate Disclosures Report on

page 55.

The Board engages with the Senior Leadership

Team in setting meaningful ESG and sustainability

targets. During FY24, Accsys continually focused

on ensuring awareness of upcoming legislation and

took steps to comply with frameworks such as TCFD

and disclosures such as GRI and SASB, as well as

achieving Cradle to Cradle® recertification.

In FY25, the Group is planning to commence its

review of science-based targets to ensure ongoing

appropriate management of its carbon footprint.

The Group will also continue to explore alternative

sources and regions for timber supply to mitigate

the impact of potential climate-related events.

As a Company with valuable technological

IP and with manufacturing processes that

depend on IT systems, a failure of IT security,

continuity or inadequate management

information may have a serious impact on the

Group’s business.

Risks relating to IT and cybersecurity are

considered by the Audit Committee as part of

its regular review of the Group’s Risk Register.

Commentary on risk trend: Like many other

organisations, Accsys sees cybersecurity as an

upwards trending risk.

Accsys maintains a high level of IT security through

the adoption of a continuous improvement in

enterprise information and data security process,

and policy compliance. Physical device and systems

security software and industry-leading security

platforms have been implemented to monitor and

manage the continually-evolving threat landscape.

Accsys continues to develop and implement

processes and procedures to support its ongoing

operational security, in particular towards the

strategic objective of achieving ISO 27001

compliance. Approximately 90% of the Group’s IT

environment is service based/cloud hosted, and

supported by organisations which are ISO 27001

certified.

During FY24, Accsys invested in additional

cybersecurity infrastructure. Accsys continues

to conduct third-party vulnerability scanning and

analysis including simulated hacker attacks, and has

IT business continuity plans in place with disaster

recovery and incident response testing held annually.

Governance,

Compliance

and Law

A failure to maintain appropriate governance

structures or a lack of a clear business

strategy may lead to poor decision making and

operational performance. It may also increase

the risk of the Group failing to meet or stay

compliant with applicable laws and regulations.

Accsys has adopted the QCA Corporate Governance

Code and reports against it on a comply or explain

basis. In addition to the disclosures set out in this

Report and Accounts, Accsys’ current Statement of

Compliance relating to the QCA Code explains how

Accsys complies with the Code and, in turn, mitigates

risk. A copy of Accsys’ current QCA Compliance

Statement can be found on page 81.

Accsys also has dedicated legal and governance

resource, headed by the General Counsel and

Company Secretary, who is responsible for the

Group’s legal and Company secretarial affairs.

Accsys regularly monitors legal and regulatory

matters at a Group and business level, consulting

with specialist advisers as necessary.

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

Sustainability is core

to our purpose and

strongly established

in our CompanyDNA.”

Dr Jelena Arsic van Os

CEO

Our sustainability strategy is based on the material issues

identified as most relevant to our stakeholders. In 2020,

we conducted our first materiality assessment to identify

the ESG factors that are most pertinent to Accsys and its

stakeholders. This comprehensive process involved direct

engagement with internal and external stakeholders

to ascertain the ESG factors they consider to be most

important. We identified ten priority material issues which

form the framework for our ESG strategy and are aligned

to the United Nations Sustainable Development Goals.

The material issues underwent thorough review and

approval by our Board.

Sustainability and climate related topics are discussed

at least annually by the Accsys Board. With ESG targets

integrated into our Executive remuneration, our approach

to these issues is a core part of both our purpose of

‘changing wood to change the world’ and our integrated

business and growth strategy.

At Accsys, we are committed to

embedding sustainable business

practices into every aspect ofour

operations. Our product offering

enables the world to build more

sustainably, and our strategic focus

is on ensuring best-in-class practices

and creating positive change around

our product, people and processes.

ESG Framework

ENVIRONMENT SOCIAL GOVERNANCE

Material

Issues

• Sustainable and quality products

• Energy and climate change

• Responsible sourcing

• Innovation and technology

• Ecological footprint

• Health and safety

• People and wellbeing

• Society and communities

• Fair and ethical conduct

• Governance management and advocacy

Strategy

Impactful action and data-led direction

Use improved data to refine action plans and set realistic, ambitious and attainable targets

Implement and support new programmes and initiatives

Manage and reassess material issues and stakeholder priorities to ensure continued relevance

Strategic

focus areas

• Continue to focus on our product to make

it as sustainable as possible, using the most

resource-efficient manufacturing processes

and accredited to the standards that our

customers value and respect

• Commitment to Zero Deforestation

• Prioritise health and safety and create a

Zero Incident culture

• Create satisfying jobs with clear career

development opportunities to attract and

retain the best talent

• Build an inclusive culture where colleagues

can bring their whole selves to work

• Hold ourselves to the highest levels

of corporate governance standards

as well as best practice governance

around environmental and social issues,

compliance and quality

• Always conduct our business in a fair and

ethical manner

Priorities

• SBTi and Net Zero targets in place by 2030

• Maintain best-in-class product

certifications

• Zero deforestation

• Zero harm to colleagues and contractors • Outstanding governance and compliance

SDG

alignment

CEO Introduction

Sustainability

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Progress on sustainability strategy

First, we are pleased to report

that for the first time, we are

disclosing climate-related

information in accordance with

the recommendations outlined by

the Task Force on Climate-related

Financial Disclosures (TCFD).

Ourcomprehensive climate-related

disclosures report can be found on

pages 55 to 63. This is the result of a

significant amount of work across the

organisation to identify and assess

our climate risks, opportunities and

resilience. These insights have now

been integrated into our strategy and

governance framework, informing

our decision-making processes

and risk management systems.

This integration underscores our

commitment to addressing climate-

related risks and opportunities across

all levels of our organisation. Now

that the Company has completed its

climate scenario analysis, the Board

will review the relevant climate risks

at least annually as part of its wider

risk assessment activities.

In another step forward in our efforts

to embed sustainable business

practices, in FY24 Accsys became a

signatory of the UN Global Compact

(UNGC). As participants of the UNGC,

Accsys commits to implementing

the Ten Principles of the UN Global

Compact and to report its progress

on these efforts annually.

We need our people to be highly

engaged, motivated and performance

driven if we are to achieve our

strategic goals. We continued

to develop our learning and

development programmes in FY24

as well as offering colleagues the

opportunity to participate in our

Accoya USA exchange programme.

The programme enabled colleagues

from Arnhem and Kingsport to share

knowledge, skills and culture as well

as giving colleagues leadership and

learning opportunities. Furthermore,

to support a culture of performance

and accountability, this year we are

pleased to introduce our ‘Idea Box’

giving colleagues the opportunity

to put forward innovative ideas and

be rewarded for the ideas that are

implemented.

Engaging with societies and

communities is important to us. In

FY24, we were delighted to partner

with the designers of the National

Autistic Society Garden at the RHS

Chelsea Flower Show 2024, donating

Accoya Color for walkways and

structures in the show garden. The

durability of Accoya was important

as the garden will be permanently

rehoused in at the National Autistic

Society’s supported living centre at

Catrine Bank, Scotland.

We continue to assess and

benchmark our ESG performance

against the S&P Corporate

Sustainability Assessment. We are

pleased to report further progress

this year, achieving a 5% increase

to 45/100. Moreover, we have

maintained our position in the top

quintile of our industry sector

(Paperand Forest Products).

Looking ahead

We are committed to continuing to

drive best practice and be an ESG

leader amongst our peers. We are

now focusing on using the data we

have been collecting in recent years

to start setting realistic, ambitious,

and attainable targets based on

the Science Based Targets initiative

(SBTi) to reduce our carbon intensity

per m

of product produced.

As part of this we will also advance

our energy management processes

and begin the journey for our Arnhem

site to be ISO 50001 certified.

With significant new reporting

requirements coming, including the

ISSB standards and the Corporate

Sustainability Reporting Directive

(CSRD), we will be furthering our

preparations to ensure that we will be

compliant with mandatory reporting

requirements and reviewing our

material issues through an updated

double materiality assessment.

We are incredibly proud of our

product eco-labels and certifications.

As these standards evolve and

become even more rigorous, we

want to ensure that we evolve our

business with them and maintain our

credentials.

Furthering the development of

our people and ensuring safe

and rewarding jobs and working

environments for all remain crucial

aspects of our strategy. Next year,

we will launch a Technical Training

Academy focused on enhancing our

people’s technical capabilities and

supporting career advancement.

Weare also looking at a new

volunteering programme to make it

easier for our colleagues to volunteer

for causes relevant to our local

communities.

Over the following pages we

describe our approach, key

highlights and metrics on each

aspect of ESG as well as next steps

for FY25.

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

Responsible

Purchaser

Timber Development UK

building a better world with wood

Sustainability continued

FY24 highlights

• Increased renewable electricity usage as a proportion

of total electricity: renewables now 76% of the overall mix,

including RECs (FY23: 63%)

• Expansion of our wood sources to include fast growing

FSC Certified

Taeda pine from Argentina and Uruguay.

Used for Accoya Color testing

• Distillation column optimisation at Arnhem through

increased automation to reduce steam consumption. Result

was an annual reduction of steam by 9% in column 1 and by

24% in column 2

• 100% recyclable packaging for Accoya Color

• Cradle to Cradle Certified

: In November 2023, Accoya was

re-awarded Cradle to Cradle Certified

at the prestigious

‘Gold’ level

• EED energy audit in December 2023 at our Arnhem site

identified opportunities to improve energy efficiency

• Enhancing production circularity: agreement with Eastman

to recycle 100% of our acetic acid byproduct produced

at Accoya USA into acetic anhydride production for our

use, saving 0.87 metric tonnes of CO

per metric tonne of

anhydride used for Accoya USA

• Minimising impacts of raw materials sourcing: Lifecycle

Analysis (LCA) of all existing and potential acetic anhydride

supply options completed to guide future sourcing decisions

• 91% increase annual volume (m

) of Accoya offcut

reclamation being remanufactured for Tricoya

Looking forward

• Maintain 100% certified sustainable wood sources in FY25

• Implement actions from the energy audit and begin ISO

50001 certification for our Arnhem site

• Set Science Based Targets for reducing our carbon intensity

by 2030

• Process optimisation to reduce energy consumption

• Increase in-person wood mill supplier engagement

• Continue to maximise the use of raw materials and reduce

the impact of our supply chain through:

– Expanding the use of lower grade woods for our

engineered wood products to maximise the use of forest

resources

– Continuing to explore the use of other suitable wood

species, source locations and supply options for more

sustainable and lower impact wood sourcing

– Ongoing evaluation of acetic anhydride supply sourcing,

reuse and recycling of acetic acid co-product

Environment

The environment is at the core of our business. Our product

enables the world to build more sustainably, and we are

committed to producing it in the most responsible and

circular way.

We continue to innovate to minimise our environmental

impact across our operations, in accordance with our

Environmental and Climate Change Policy, whilst sourcing

our raw materials responsibly. We work collaboratively with

our suppliers and forge new partnerships to ensure the

secure supply of sustainable materials.

Our products continue to meet the highest standards

of quality and sustainability by achieving third party

accreditations and certifications – while always meeting our

customers’ needs. We publish our Environmental Product

Declarations (EPDs) on accoya.com.

45,390 tCO

SEQUESTERED IN PRODUCTS SOLD

(FY23: 50,827 TCO

Zero waste to landfill (FY23: 0)

100% certified sustainable (i.e. FSC® (CO12330) wood

sources (FY23: 100%)

123 tonnes of Accoya wood off-cuts reclaimed from

manufacturers and re-processed forTricoya (FY23: 60

tonnes)

100% suppliers screened using social and

environmental criteria (FY23: 100%)

100% of new supplier wood mills visited before supply

(FY23: 100%) and 80% of wood supply mills visited

within three years (FY23: 81%)

100% of operations subject to human rights reviews

or impact assessments (FY23: 100%)

0.12 tCO

e/m

Scope 1 & 2 emissions intensity

(FY23:0.12 tCO

e/m

) see Greenhouse Gas Emissions

information on page 50 formoreinformation.

* These figures are unaudited

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Moving Accoya Color to fully

recyclable packaging

ENVIRONMENT

CASE STUDY

At Accsys, we are proud that our product plays a

part in the circular economy due to it being 100%

recyclable and able to be disposed of in the same

way as non-modified wood. Asthe recyclability of our

products is extremely important to us, it is only right

that our packaging emulates the same core values.

Where possible, Accsys aims to minimise the use

of any packaging. However, some packaging is

necessary to ensure that our products are delivered

safely and in good condition to our customers.

Our Accoya Color product is highly resistant to the

usual negative impacts of water and exposure on

wood, but can still get wet, dirty or damaged during

storage, transport and on site. We wrap our Accoya

Color product in paper to clearly identify the brand

within our customers’ facilities, and to protect

against dirt or water uptake.

Historically this pallet wrap has not been recyclable.

In December 2023 we were delighted to switch this

wrap to a fully recyclable version that has under-

gone a pulping assessment at the BioComposites

Centre. The wrap received an overall Arating

received using the Aticelca classification system,

arecognition of cellulose-based products that are

evaluated on their level of recyclability.

Not only does this Accoya Color packaging help to

maintain the high quality of the product, but it does

so in a way that reduces waste and emphasises our

sustainable and circular economy philosophy.

Accoya Color decking, Switzerland. Photos: ©

Brunner Zimmerei Holzbau GmbH

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

Greenhouse Gas Emissions

Scope 1 & 2

Scope 1: direct emissions from company owned or controlled sources; Scope 2: indirect emissions

from the generation of purchased energy, such as electricity.

Scope 1 & 2 Greenhouse gas (GHG) emissions information

FY24 Total FY23* Total

Scope 1 emissions

Stationary combustion tCO

e 5,631 5,916

Mobile combustion tCO

e 84 70

Refrigerants tCO

e 20 –

Subtotal Scope 1 tCO

e 5,735 5,986

Scope 2 emissions location-based

Electricity tCO

e 2,788 3,292

Scope 2 emissions market-based

Electricity tCO

e 947 1,636

Total Scope 1 and 2 emissions market-based tCO

e 6,682 7,622

Carbon offsets retired tCO

e 6,003 2,843

Scope 1 and 2 emissions market based (net value) tCO

e 679 4,779

Accoya wood product produced m

56,568 63,344

Scope 1 and Scope 2 emissions intensity per m

product produced (market based) tCO

e /m

* 0.12 0.12

Energy consumption associated with Scope 1 and 2 emissions MWh 41,575 43,240

* The FY23 figures have been restated to reflect more accurate data now available for the Barry site. This includes an updated electricity estimate and

unit based natural gas usage data rather than spend estimates. Previous figures: Scope 1: 5,479 tCO

e; Scope 2 location based: 3,238 tCO

e; 40,296

MWh energy consumption. We use market-based emissions to calculate our GHG inventory. These figures are not subject to assurance or audit.

Sustainability continued

Changes to previous year

Scope 1 and 2 emissions saw a year-on-year decrease primarily due to lower production volumes out of Arnhem.

Use of Renewable Energy Certificates (RECs)

• A ccsys purchases Renewable Energy Certificates (RECs) to green its electricity consumption and meet targets set

for our Cradle to Cradle® Certification (currently August 2023-August 2025). We currently purchase RECs to green

at least 50% of our manufacturing emissions for the two-year certification period (August 2023-August 2025). Since

this certification period runs differently to the financial year, our RECs may not directly reflect the financial year’s

electricity consumption. RECs are accounted for in the Scope 2 Market based emissions. We purchase RECs through

our energy provider in Arnhem and have a contract up to FY26.

FY24 FY23

Renewable Energy Certificates (RECs) Retired (MWh) 6,935 4,783

Scope 3 emissions reporting

• Our Scope 3 emissions can be seen in the ESG data table on our website: www.accsysplc.com/changing-the-world/

environmental-social-governance

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Scope 1, 2 & 3 Emissions Methodology

• We have reported on the emission

sources required under the

Companies Act 2006 (Strategic

Report and Directors’ Reports)

Regulations 2013, as well as

other Scope 3 emissions in our

valuechain.

• We set our reporting boundaries

using the equity share approach.

We report on all sites where

we have a share in equity in

the operations; this includes

100% of emissions from our

manufacturing facility in Arnhem,

the Netherlands, our Accoya Color

facility in Barry, UK, our Dallas

office, our Tricoya site in Hull, and

our London office. In FY24, we

have also included 60% of the

emissions from our joint venture

in Kingsport, which was previously

excluded from our FY23 footprint

due to its negligible emissions

impact. Accsys holds a 60%

interest in the joint venture and

Eastman 40%.

• Our Scope 2 emissions are

reported using both the location-

based and market-based

approaches, to account for the

purchase of Renewable Energy

Certificates (RECs), a market-

based instrument, for our site

inArnhem.

• Emissions have been calculated

using the main requirements of

the GHG Protocol – Corporate

Accounting and Reporting

(revised edition) and the following

data and emissions factor sources:

IPCC 2006 Guidelines for National

Greenhouse Gas Inventories, 2007

IPCC Fourth Assessment Report,

IEA Emissions Factors (2023),

CEDA (2023), UK Government

GHG Conversion Factors for

Company Reporting (2023),

SimaPro 9.5 and EcoInvent 3.10.

For our market-based Scope 2

emissions reporting, we also use

residual mix factors sourced from

the Association of Issuing Bodies

(AIB) and Green-e.

• In 2022, we commissioned

Environmental Product

Declarations (EPD) for our wood

products. These EPDs include

Cradle-to-grave life-cycle

assessments (LCAs) and are based

on our production data. The

results from these EPDs are used

to estimate the Scope 3 emissions

associated with our products.

• We have also retired 6,003 tCO

of carbon credits to offset a

proportion of our GHG emissions.

The credits are Verified Carbon

Units (VCUs), certified by VERRA,

using the Verified Carbon

Standard (VCS) to recognise

emissions reductions. Additionally,

the credits are certified by

VERRA’s Climate, Community &

Biodiversity Standards (CCB) to

highlight their additional co-

benefits.

• Our net market-based emissions

totals account for purchased RECs

(Renewable Energy Certificates)

and for credits retired in the

reporting year.

Restatement position

Previous years’ emissions would be

restated if a recalculation results

in a change of more than 5% in

the previously stated emissions

total. Reasons for recalculating

could include the availability of

more accurate data, identification

and correction of errors or new

information becoming available.

In FY24 we restated our FY23

emissions as set out on page 50.

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

Sustainability continued

30.5

TOTAL HOURS OF TRAINING AND DEVELOPMENT

PER PERSON

Zero fatalities (FY23: zero)*

1.83 Lost Time Incident Rate (LTIR) (FY23: 1.0)**

Zero incidents of discrimination (FY23: zero)

Accoya USA and Arnhem exchange programme to

share culture and knowledge

Approximately €15k worth of Accoya donated to

charity (FY23: €72,219 in cash donations was donated to

charity)

* These are all employee related metrics. Contractor related metrics can

also be found in the ESG section of our corporate website.

** Per 200,000 hours worked.

Social

At Accsys, we are committed to looking after our people and

communities by operating in a safe and supportive working

environment. We seek to have a positive social impact

through a variety of activities aligned with our business

purpose of ‘Changing wood to change the world’.

As a manufacturing company, health and safety always

comes first. We will continue to practice health and safety

excellence, improve monitoring, raise awareness of our

safety policies and strategy, and embed the importance of

health and safety in our Company culture. Our ambition is

ultimately for zero harm.

We know the best results come from people who are engaged,

motivated and have opportunities to develop. We have an

extensive learning and development programme for all

colleagues and we also give our colleagues the opportunity to

participate in an employee share plan, enabling them to share

inthe success of the Company.

FY24 highlights

• Continued implementation and adoption of Digital Safety

Observation cards to make it easier and quicker to report

safety issues

• Continued commitment to Learning and Development:

Addition of two further modules in our management training

programme: ‘Building High Performing Teams’ and ‘Decision

Making’; the launch of the ‘Accsys Leadership Club’ to

develop future leaders from within

• Introduction of an Idea Box programme to encourage

colleague innovation and ideation

• Support delivered to communities through charitable

product donations (with screening criteria through the

Charity Committee), including a donation of Accoya Color

to the National Autistic Society at RHS Chelsea 2024 and

Accoya to a community garden in Heaton Moor, Manchester

Looking forward

• Focusing the business on ‘a journey to zero’ HSE incidents

• A phased approach of implementing the nine lifesaving rules

to continue

• Increased focus on operational risk assessments and

mitigation on all three elements of ESG

• Implementation of new Behavioural Competency Framework

to support new corporate strategy

• Launch of the Technical Training Academy to build technical

training competencies

• Create an online learning and development system to

facilitate training

Total

headcount

Male

Female

Non-Executive Board Members 4 75 25

Senior managers

30 70 30

All employees 213 87 13

Note: Table reflects FY24 for Accsys. Headcount is exclusive of joint venture.

* Senior managers include our Executive Board Members, Senior Leadership

Team, and senior managers with highest levels of strategic influence for

theorganisation.

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Cradle to Cradle Certified

(C2C) is an

independent global standard for products that

are safe, circular and responsibly made. It helps

companies ensure the impact of their products on

people and the planet is apositive one. Companies

must reapply for C2C status every two years.

Accoya has held Gold C2C Certified

status, since

2010, highlighting the Company’s impressive

sustainable wood sourcing strategy, non-toxic

product and use of more than 50% renewable

energy in production. The separate Platinum

certification in the Material Health category

recognises that the product poses no danger to

either the environment or human health, and is the

highest possible certification level.

In November 2023, Accoya was Cradle to Cradle

Certified

at the prestigious ‘Gold’ level. It also

achieved ‘Platinum’ (the highest level) for both

‘Material Health’ and ‘Water Stewardship’. This

recognises that Accoya as a product adheres to

very high standards of sustainability, alongside

its recognised high performance and durability

credentials.

Cradle to Cradle

Certified

–

demonstrating

performance and

sustainability go

hand in hand

At Accsys, we are proud that our products are high

performing, while contributing to a more sustainable

built environment. Externally assessed accreditations

and certifications allow us to demonstrate our

sustainability attributes and ensure that we are

progressing and focusing on the right areas.

SOCIAL

CASE STUDY

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

Sustainability continued

FY24 highlights

• Qualitative Climate Scenario Analysis conducted and climate

risks and opportunities identified and integrated into our

governance structure

• First Climate Disclosures report (see page 55)

• Accsys became a signatory of the UN Global Compact (see

case study)

• Accsys scored 45/100 in the S&P Global Corporate

Sustainability Assessment – reflecting a 5% improvement

over last year’s score

• Policy review including a new Human Rights Policy and an

Environmental and Climate Change Policy

• Continued adherence to QCA Corporate Governance Code

(see page 81 for more information)

• Continuing to integrate ESG principles into procurement

practices

• Monitoring and training in relation to key governance topics,

including Anti-Bribery, Market Abuse and Modern Slavery

Fourth year of reporting to GRI and SASB

Looking forward

• Continuous improvement of Board focus on ESG

• ESG strategy refresh

• Monitoring and preparing for new reporting frameworks

e.g.CSRD and ISSB standards

Governance

We strive for first-class governance, management and

stakeholder relationships to sustain our growing scale.

We will uphold our commitment to high ethical

standards, ensuring our processes and procedures are

strengthened as we continue to grow.

Zero incidents

of bribery and corruption (FY23: zero incidents)

Zero fines and zero non-monetary sanctions from

non-compliance with environmental laws and/or

regulations (FY23: 1*)

1 ’meet the Board’ event held for Accsys colleagues

100% relevant colleagues (including Board)

communicated with and completed refresher training

on anti-corruption policies and other key topics

(FY23:100%)

Zero regulatory fines, sanctions or settlements (FY23:

€4,109*)

Zero direct spend on political campaigns, lobbying or

think tanks (FY23: zero)

* Relating to a small chemical spillage.

UN Global Compact

Sustainability is core to our mission of changing wood to

change the world. As well as providing customers with

products that can help them build better, we also want to

do business in the most responsible way. As a commitment

to this, in FY24 we have officially become a signatory of the

United Nations Global Compact, a voluntary leadership

platform for development, implementation and disclosure of

responsible business practices.

As participants of the UNGC, Accsys commits to

implementing the Ten Principles of the UN Global Compact

which encompass one of four themes: Human Rights, Labour,

Environment and Anti-Corruption, in order to report its

progress on these efforts annually. Accsys will benefit from

access to the UNGC’s extensive tools and resources to

engage with its employees across the globe and improve

their learning and training in sustainability.

Launched in 2000, the UN Global Compact is the largest

corporate sustainability initiative in the world, with more than

15,000 companies and 3,800 non-business signatories based

in over 180 countries, and more than 69 local networks.

GOVERNANCE

CASE STUDY

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Introduction

At Accsys we are continually developing our sustainability

and ESG strategy. In recent years, monitoring and

managing the climate risks and opportunities that could

potentially impact the Company has become a key

priority to us. This is our first year in which we are publicly

disclosing these climate risks and opportunities.

We are proud to have put our first Climate Disclosure

report together which is in alignment with the Task Force

on Climate-related Financial Disclosures (TCFD). Where

possible and appropriate, we have also begun to align with

some of the International Financial Reporting Standards

(IFRS 2) requirements. To ensure alignment, this section

has been broken down into each of the four pillars of the

TCFD (Governance, Strategy, Risk Management, Metrics

and Targets).

Governance

a) Describe the Board’s oversight of

climate-related risks and opportunities

Accsys’ Board of Directors is responsible for

overseeing Accsys’ governance framework

and all associated risks (which includes ESG

and climate-related risks). This ongoing risk

assessment at the Board level is provided through

the Audit Committee which has responsibility for

monitoring and management of the Company’s

risks, including climate-related risks (see more

in Risk Management section). All enterprise level

risks, which include climate-related risks and

opportunities are reviewed annually as part of

the Audit Committee’s risk management process

and day-to-day management of risk is delegated

appropriately throughout the organisation.

In relation to climate-related risks specifically, the

monitoring of these risks is led by Accsys’ Head

of ESG, together with other relevant colleagues.

Seediagram below for more information on

how climate-related risks and opportunities are

managed atAccsys.

Climate Disclosures Report (TCFD)

Board of Directors Audit Committee

The Board is ultimately responsible for

risk management. The Board monitors

implementation of strategies within ESG

(which includes climate risk) and initiates

changes and updates where needed. For

more information on Accsys’ Board of

Directors and a biography of each member

see page 72.

Ongoing risk assessment is delegated to the

Audit Committee which seeks to ensure that

Accsys’ risk processes remain focused and

robust. The Audit Committee is currently

made up by four Board members: Roland

Waibel (Chair), Trudy Schoolenberg, Louis

Eperjesi, EdwinBouwman.

Senior Leadership Team Head of ESG

The Senior Leadership Team reports directly

to the CEO. They are responsible for setting

strategic direction including the approach

to climate risk management. For more

information on our Senior Leadership Team

please see page 74.

Our Head of ESG reports directly to the CEO

and is responsible for the monitoring and

management of climate-related risks and

opportunities. External expert consultants

are also used for support.

Climate-related risks and opportunities governance structure

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

b) Describe management’s role in assessing

and managing climate-related risks and

opportunities

Between September 2023 and April 2024, Accsys carried

out a qualitative climate scenario analysis to review and

identify key climate-related risks and opportunities. This

involved engaging key stakeholders at Accsys, including

Board members and senior management in workshops

to capture potential risks and opportunities across the

business. More information on the methodology can be

seen in the strategy and risk management section. This

work was led by Accsys’ Head of ESG with support by

expert climate consultants from EcoAct and oversight

from the Senior Leadership Team. Information related to

ESG and climate risk is further disclosed and monitored

through the publication of Accsys’ annual ESG data table

where the Company’s Scope 1, 2 and 3 greenhouse gas

emissions, as well as other ESG metrics, are disclosed.

These procedures and governance mechanisms enable

the Board and the Senior Leadership Team to closely

monitor the Company’s sustainability and climate-related

performance, as well as ensuring sufficient management

focus and resource allocation.

See the Governance section on page 70 for more

information on corporate policies and procedures

atAccsys.

Strategy

a) Describe the climate-related risks and

opportunities the organisation has identified

over the short, medium and long term

Through the qualitative climate scenario analysis,

Accsys has identified what its climate-related risks and

opportunities are and has highlighted the impact of them

over different time horizons. These timescales focus on

three time periods:

• Near-term: the period up to the 2030s, specifically

considering climate projection data from 2021 to 2030.

This time frame focuses on the immediate impacts

and changes that are expected to occur or begin

manifesting within this decade.

• Medium-term: extends to the 2050s, with the analysis

based on climate projection data for the period from

2021 to 2050.

• Long-term: the period beyond the 2050s, considering

climate projection data from 2050 to the end of the

century.

The identified risks table highlights what these material

risks are over these time horizons and describes the

impact of them on Accsys’ business, strategy and

financials, as well as on Accsys’ business model and

value chain.

The physical risk analysis was based on Accsys’ key

geographical regions. For physical risks, this included

Accsys’ main operational sites as well as key locations in

the supply chain. Exposure to climate hazards has been

evaluated based on information from IPCC climate models

driven by Representative Concentration Pathways (RCP)

2.6 and 8.5 scenarios. These scenarios provide insight into

potential physical risks under different future pathways.

RCP 2.6 represents a low carbon scenario, emphasising

sustainability and low challenges to mitigation and

adaptation. RCP 2.6 is the scenario that aligns most

closely with the goals of the Paris Agreement and is

consistent with keeping global temperature rise well

below 2°C above pre-industrial levels. RCP 8.5 represents

a high carbon scenario, characterised by high challenges

to mitigation and low challenges to adaptation.

Climate Disclosures Report (TCFD) continued

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

For transition risks, two scenarios have been applied

to understand the range of transition risks that could

be seen depending on if the business as usual or a

sustainability pathway are followed, i.e. a low and a

high carbon world. A wide number of sources were

analysed within each scenario representing different

understanding of how these scenarios might materialise.

This is required due to transition risk scenarios being

less defined and subject to different considerations and

assumptions.

Below are a list of the transition scenarios that have been

reviewed:

• The IEA World Energy Outlook 2020 Model includes the

following scenarios, covering estimated temperature

rises of 1.5°C – 3.3°C with a large focus on the

Energy Sector.

– Stated Policies Scenario (STEPS);

– Sustainable Development Scenario (SDS);

– Delayed Recovery Scenario (DRS)

– Net Zero Emissions by 2050 (NZE2050).

• The IEA Energy Technology Perspectives (2017 &

2020) Models include the following scenarios covering

estimated temperature rises of 1.5°C – 3.3°C with a

focus on Industry, Buildings, Transport and Energy. The

newer edition of the Energy Technology Perspectives

use the same scenario narratives as the World Energy

Outlook 2020 scenarios but focuses on the roll out of

low-carbon technology.

– Reference Technology Scenario (RTS);

– 2°C Scenario (2DS);

– Beyond 2°C Scenario (B2DS);

– Sustainable Development Scenario (SDS);

– Stated Policies Scenario (STEPS).

Based on the review of the wide range of scenarios, the

low and high carbon scenarios have been defined as:

• Low carbon scenario: Decarbonisation efforts are

substantially ramped up from the short term all the way

to 2050 and beyond, with increasing pressure from

employees, stakeholders, governments, businesses

and investors to reach global warming of only 1.5°C by

2050. This will take the form of increasing regulation

covering increasing reporting requirements, higher

carbon prices and wider implementation of carbon

pricing mechanisms globally, higher expectations from

businesses, larger impact on a company’s reputation

from climate inaction, etc.

• High carbon scenario: Decarbonisation efforts

remain aligned with current policies only, leading

to some efforts in the short term but there will

be no climate-related transition in the medium

to long-term. In the short term, the world may

look somewhat similar to the low carbon scenario

however, beyond the short term, there will be no

additional pressure from any stakeholder to take

action on climate change. In this scenario, Accsys’

business would mainly be affected by the physical

impacts of climate change that may materialise as a

business risk across its value chain.

The likelihood level for each risk focuses on the

evidence that the specific driver will materialise in a

specific scenario and time horizon. The probability of

exposure increasing has then been categorised into

five categories, with the percentages representing the

likelihood of an event happening in a given year:

• Remote (X <1%): Event may occur only in exceptional

circumstances

• Unlikely (1%< X <10%): Event may occur in

exceptional circumstances

• Possible (10%< X < 50%): Event could occur

atsometime

• Likely (50%< X < 90%): Event will occur at sometime

• Almost Certain (X >90%): Event will probably occur

in most circumstances

For each risk considered the level of impact has been

assessed categorised by the following assessing

impacts across finance, operations, reputation,

governance, and customer and colleague impact:

• Very Low

• Low

• Medium

• High

• Very High

A combination of desk-based research, climate

datasets and engagement with stakeholders within

the business was carried out to ensure the most

representative risk ratings for each climate risk

assessed.

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

Identified Material Risks

Risk description Risk category Climate

scenario

and most

relevant

time

horizon

Likelihood

rating

Impact

rating

Impact description Mitigation actions

Physical risks: Although physical risks are expected to see the biggest increase in frequency and intensity after 2050, it should be noted

that physical risks may already be directly impacting Accsys’ operations as all have already increased in frequency and intensity globally due

to climate changes. Therefore the risks posed by these hazards should not be discounted in the near and medium term.

Increased intensity

and frequency of

extreme weather events

impacting operational

sites and supply chain

Across Accsys’ operational

locations in the UK, USA

and the Netherlands, the

frequency and intensity

of all extreme weather

events is expected to

increase, potentially

causing significant damage

and disruption at Accsys’

operational sites.

Acute High

Carbon

Long Term

(Beyond

2050)

Likely High Lost revenue and cost of

replacing damaged assets

Extreme weather events could

cause significant damage at

Accsys’ key operational sites

leading to significant delays,

whilst clean-up operations

take place, and/or write-off

of existing assets including

machinery, buildings and timber

stock, resulting in lost revenue

due to delays. Furthermore,

delays caused by extreme

weather events in both Accsys’

supply chain and to direct

operations all contribute to

lost revenue.

Emergency response:

Regularly review and

update emergency

response plans and flood

risk resilience.

Diversification of

suppliers: Continue

to explore alternative

sources and regions for

timber sourcing to ensure

varied geographical

supply.

Insurance review:

Regularly review

insurance coverage to

ensure it matches the

sites’ flood risk profile.

Chronic shifts in climate

impacting supply and

demand

Global temperatures are

expected to increase

due to climate change in

the coming years. This

will likely impact current

areas of forest used to

produce timber, potentially

affecting both quality

and quantity available to

Accsys.

Chronic High

Carbon

Long Term

(Beyond

2050)

Very Likely Medium Decreased revenue due to

increased operating costs and

decreasing availability of timber

supply

Current supplier growing

locations could no longer

be suitable due to changing

temperatures. Higher

temperatures could also lead

to previously inconsequential

pests and diseases becoming

prevalent in the regions where

Accsys’ suppliers operate,

both reducing the quality and

availability of timber. Alongside

this, the expected increased

demand for timber globally

could lead to higher costs and

reduced availability of Accsys’

key supply.

Diversification of

suppliers: Continue

to explore alternative

sources and regions for

timber supply to reduce

dependency on a

few areas.

Research: Continue to

invest in researching

different tree species that

meet Accsys’ production

needs.

Supplier partnerships:

Continue to work closely

with suppliers to support

the implementation of

sustainable practices and

enhance their adaptive

capacity.

Climate Disclosures Report (TCFD) continued

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Risk description Risk category Climate

scenario

and most

relevant

time

horizon

Likelihood

rating

Impact

rating

Impact description Mitigation actions

Increase in drought

periods and water stress

Across both Accsys’

operational and supplier

locations drought periods

are expected to become

more common and intense,

impacting both Accsys’

direct operations that

require water as well as

the quality and quantity of

timber supply.

Chronic High

Carbon

Long Term

(Beyond

2050)

Likely High Decreased revenue due to

decreased production capacity

and increased indirect cost

During drought periods

reduced water availability could

lead to restrictions being put

in place limiting the availability

of water for Accsys’ production

processes and hence reducing

production capacity and

revenue. Decrease in water

supply at key supplier growing

locations could cause soils and

vegetation to dry out, damaging

trees and leading to reduction

in availability of good quality

timber, thus increasing raw

material prices.

Water usage efficiency:

Implement water-

saving technologies and

processes to reduce

water consumption where

possible.

Sustainable water

sources: Continue to use

non-traditional water

sources such as rainwater

harvesting or recycled

water at all sites.

Diversification of

suppliers: Continue

to explore alternative

sources and regions for

timber supply

to reduce dependency on

fewer areas.

Transition risks:

Technological Risks

New technological

solutions will need to be

leveraged by companies

to aid the journey toward

net zero. Significant capital

cost, and research and

development, is required

in order to successfully

incorporate new

technology into current

operations which could

ultimately prove to be

unsuccessful.

Technology Low

Carbon

Near and

Medium

Term

(2024–

2050)

Likely High High Investment Costs and

Stranded Assets

Technological developments

in the industry may present

substantial capital and

operating risks for Accsys as

newer technologies may replace

existing ones and Accsys may

have to invest in acquiring

them for several reasons (lower

carbon emissions or energy

prices, efficiencies, etc.). Not

investing in them may leave

Accsys with higher operating

costs whereas investing in them

would lead to high capital costs

and would leave existing assets

stranded as they would have

to be retired before their full

economic lifecycle.

Efficiency investments:

Utilise findings from

EED energy audit at

Arnhem to identify and

prioritise investments

in energy-efficient

technologies that reduce

overall consumption and

emissions.

Partnerships and

collaborations: Engage

with technology

providers, research

institutions, and industry

consortiums to stay at the

forefront of technological

advancements.

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

Risk description Risk category Climate

scenario

and most

relevant

time

horizon

Likelihood

rating

Impact

rating

Impact description Mitigation actions

Carbon and Energy

Pricing Risks

Global commitments have

been made to transition to

low carbon energy. High

demand for low carbon

energy could create supply

issues leading to volatility

in the market.

Alongside this many

countries are introducing

Carbon Pricing

mechanisms across

sectors, driving up costs

of materials and products

with high associated

carbon. Further costs are

likely to be incurred via

Carbon Border Adjustment

Mechanisms (CBAM) which

aims to account for the

carbon cost of producing

imported goods.

Market/ Policy

and Legal

Low

Carbon

Near and

Medium

Term

(2024–

2050)

Very Likely High Increased Operating Costs

Increase in the scope and

pricing of carbon emissions may

leave Accsys with increased

operating costs across its entire

value chain. Similarly, fossil fuel

energy prices may rise leaving

Accsys with a higher energy

bill, unless it transitions to more

resilient and reliable (in terms

of supply and prices) energy

sources.

Energy efficiency

improvements: Explore

ISO 50001 certification to

ensure energy efficient

processes are in place.

Explore feasibility of solar

panels at Arnhem.

Carbon pricing

strategies: Monitor

developments in carbon

pricing and if appropriate

develop strategies to

manage impact.

Supply chain review:

Implement regular

reviews of Accsys’ acetic

anhydride supply chain

to ensure that Accsys

is sourcing from the

most environmentally

sustainable suppliers with

low carbon footprints.

In Accsys’ FY24 summary of principal risks, Accsys identified climate-related risks as an identified risk for the Group.

Thetable above provides more specific details of potential climate-related risks identifiable at this point in time.

Climate Disclosures Report (TCFD) continued

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Opportunities

Through the climate scenario analysis, several climate-

related opportunities have been identified. These were

assessed by evaluating their likelihood and impact,

providing Accsys with an understanding of their potential

materiality across different time horizons and scenarios.

Accsys’ commitment to producing sustainable products

using innovative technologies aligns with increasing

market demand for low carbon and circular building

materials. As the industry shifts towards ‘Net Zero’

building practices, Accsys’ products, which are already

recognised as low-impact alternatives and that hold

industry leading accreditations such as Cradle to Cradle

Certified® Gold, stand to see increased demand. The

drive towards sustainable construction and consumer

preferences for more sustainable materials are

megatrends driving demand for Accsys’ products (see

page 28 for more information on our market) and support

Accsys’ long-term revenue growth.

As a pioneer in wood modification, Accsys already has

a strong foothold in the market and has established

supplier relationships. By securing a stable and reliable

supply of low-carbon raw material early this gives Accsys

a competitive advantage over competitors who may face

challenges in sourcing these materials in the future when

demand, regulation or physical conditions mean these

resources are more sought after or scarce.

Accsys’ strong reputation for providing sustainable

building solutions supports it in attracting and retaining

talent that is passionate about sustainability. As society

takes strides in the transition to a Net Zero future,

employees increasingly expect the companies they

work for to take serious climate action. Given the

abundance of research demonstrating that the younger

generation has an increased expectation for companies

to be held to account on climate action, as this younger

generation becomes the core workforce, Accsys has an

opportunity to take a competitive lead against peers

through attracting and retaining talent through its

product proposition and climate action. This could lead to

increased revenues through innovation and a decrease in

hiring costs.

a) Describe the impact of climate-

related risks and opportunities on the

organisation’s businesses, strategy and

financial planning and b) Describe the

resilience of the organisation’s strategy,

taking into consideration different climate-

related scenarios, including a 2°C or lower

scenario

In Accsys’ ongoing efforts to enhance its climate

resilience and sustainability, it has assessed its

organisational resilience from a strategic standpoint.

Through this evaluation, Accsys has identified several

key material risks, featured in its Identified Material

Risks table, which include:

• Increased intensity and frequency of extreme

weather events impacting operational sites;

• Chronic shifts in climate impacting supply and

demand;

• Increase in drought periods and water stress;

• Technological risks; and

• Carbon and energy pricing risks.

Accsys is reviewing its business strategy and is

committed to developing a strategy that aligns with

global climate resilience efforts.

Resilience in a Low-Carbon Scenario

In a low-carbon scenario, Accsys’ resilience is

underpinned by its strategic focus on innovation and

market adaptation. Accsys’ products are inherently

climate-resilient, offering an alternative to tropical

hardwoods and resource intensive man-made

materials. They are also durable and long lasting

and perform well in changing weather conditions

brought on by climate change. Accsys takes pride

in the sustainable sourcing of its wood, ensuring

that it is renewable over the product life cycle. This

minimises Accsys’ environmental footprint and helps

position its products as preferred choices among

architects and customers seeking sustainable building

materials. By opting for Accsys’ products, stakeholders

actively contribute to carbon sequestration efforts

and reduce reliance on resource-intensive

alternatives. This aligns well with global shifts

towards stricter environmental regulations

and a growing consumer preference for

sustainable products. This proactive

approach positions Accsys to capitalise

on new market opportunities that arise

as industries and consumers seek

greener alternatives.

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

Accsys is committed to further improving its resilience

through the adoption of Science-Based Targets (SBTs).

These targets will provide Accsys with clear long-term

objectives to reduce its dependency on fossil fuels.

However, even in a low-carbon scenario, Accsys will need

to diversify its sourcing strategies to include multiple

regions and suppliers in order to mitigate climate risks.

The forthcoming introduction of the Carbon Border

Adjustment Mechanism (CBAM) is anticipated to have

an effect on Accsys’ supply chain, potentially increasing

costs for Accsys’ acetic anhydride sourcing. In response,

Accsys is actively engaging with suppliers to stay ahead

of regulatory changes and optimise operational cost and

carbon efficiency.

Resilience in a High-Carbon Scenario

In a high carbon scenario, the resilience of Accsys’

strategy will depend on Accsys’ capacity to adapt to

chronic shifts in climate conditions that may disrupt both

supply and demand. Accsys will need to forecast these

shifts and adjust its business model accordingly. This

could include expanding Accsys’ operational footprint and

employing advanced predictive analytics to foresee and

mitigate potential impacts on the supply chain.

Accsys acknowledges that there is more work to be

done on this. Whilst the climate scenario analysis work

has currently focused on a qualitative analysis, in the

future Accsys will seek to include a quantitative analysis

to further determine Accsys’ resilience to the effects of

varying climate change scenarios.

Risk Management

a) Describe the organisation’s processes for

identifying and assessing climate-related risks,

b) Describe the organisation’s processes for

managing climate-related risks and c) Describe

how processes for identifying, assessing and

managing climate-related risks are integrated

into the organisation’s overall risk management

Through the climate scenario analysis, which began in

2023, certain Board members and members of the Senior

Leadership Team participated in a series of workshops to

discuss the analysis of scientific evidence of climate risks

and opportunities relevant to Accsys. The methodology

of our processes for identifying, assessing and managing

climate-related risks can be seen in the Strategy section.

Climate risks are recognised as a principal risk to Accsys

(see page 45). Although the climate-related risks have

been identified through a climate scenario analysis, the

way in which they are assessed, prioritised and monitored

is integrated into Accsys’ overall risk management

process. The way Accsys identifies, assesses, manages

and monitors risks is explained in more detail in the Risk

Management section on page 40. Accsys will continue

resourcing this work through the processes previously

described under the Governance section to ensure the

risks are managed appropriately.

Climate Disclosures Report (TCFD) continued

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Metrics and Targets

a) Disclose the metrics used by the

organisation to assess climate-related risks

and opportunities in line with its strategy and

risk management process

Accsys assesses climate-related risks and opportunities

using a number of metrics. These metrics, which

encompass greenhouse gas emissions and other metrics

such as water withdrawal, are identified in the ESG data

table which is a separate standalone document on Accsys’

website. Accsys recognises the importance of accurate

and comprehensive data to ensure that it can make

appropriate strategic and risk management decisions.

b) Disclose Scope 1, Scope 2 and, if

appropriate, Scope 3 greenhouse gas (GHG)

emissions, and the related risks

See the greenhouse gas emissions table on page 50

which outlines Accsys’ Scope 1 and 2 emissions. Accsys’

Scope 3 emissions can be seen in its ESG data table on

thewebsite.

Emissions have been calculated following the GHG

Protocol Corporate Accounting and Reporting (revised

edition) using the following data-bases: IPCC 2006

Guidelines for National Greenhouse Gas Inventories,

2007IPCC Fourth Assessment Report; and IEA factors

(2022). Accsys also uses the UK Government GHG

Conversion Factors for Company Reporting (2022).

SECRguidance has been followed.

Publicly reporting Scope 3 emissions (which Accsys

started in 2023 but also publicly shared its 2022

emissions) ensures Accsys’ emissions disclosures are

fullyaligned with TCFD recommendations.

The related climate risks associated with emissions

include: technological risks, required us to invest in more

energy efficient infrastructure or energy production; and

chronic shifts in climate impacting supply and demand,

which could impact Accsys’ raw materials sourcing and

logistics leading to the use of potentially higher carbon

raw materials or logistics. Accsys is committed to setting

out targets which are endorsed by the Science Based

Target Initiative (SBTi) across all scopes by 2030.

c) Describe the targets used by the

organisation to manage climate-related

risks and opportunities and performance

against targets

In addition to the SBTs which Accsys will set by 2030

to support it in managing climate-related risks, Accsys

also embeds metrics and targets related to climate

change into its employee remuneration. In recent

years, the variable compensation plan has included

a KPI of achieving a specific year on year increase in

the S&P Global Corporate Sustainability Assessment

(CSA). Climate risk is a key part of this and Accsys

reports various environmental metrics including

greenhouse

gas emissions.

To maintain its Cradle to Cradle Certified® standard

which Accsys holds for Accoya and Accoya Color

products, Accsys is committed to achieving 50%

electricity from renewables for its manufacturing

electricity use. Accsys has a target to increase this

annually by 1%.

In addition to this, Accsys has carbon credit targets,

where it seeks to offset 50% of its scope 1 emissions

each year. Accsys currently purchases these offsets

through Pawan wind, India which is certified by the

Verified Carbon Standard (VCS). Accsys is proud to

meet both these renewable and offsetting targets

and maintain the gold Cradle to Cradle Certified®

standard for both Accoya Wood and Accoya Color.

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

The likely consequences of any

decision in the long term

The impact of the company’s

operations on the community

and the environment

The interests of the

company’semployees

The desirability of the

company maintaining a

reputation for high standards

of business conduct

The need to foster the

company’s business

relationships with suppliers,

customers and others

The need to act fairly

as between members of

thecompany

In discharging their duty this year, the Directors (both individually and collectively) confirm that during the year under

review, they acted to promote the long-term success of the Company for the benefit of its members as a whole, whilst

having due regard to the matters set out in Section 172(1)(a) to (f) of the Companies Act 2006 (‘Section 172(1)’).

The following symbols

refer to the Section 172(1) factors (a) to (f).

The Board is regularly updated

on engagement and feedback

from Accsys’ broad spectrum of

stakeholders to enable it to consider

such views during relevant decision-

making processes, taking into

account the impact of decisions on

stakeholder groups.

As part of their induction, all

Directors are briefed on their

statutory duties including Section

172(1) and can access professional

advice on these – either through the

Company or via external advisers.

During the course of the year,

key duties and other corporate

governance matters are reviewed at

Board meetings.

The table on page 66 summarises

the Group’s key stakeholders and

highlights the issues which matter the

most to them. It goes on to further

illustrate how the Board engages

with each stakeholder group and ties

in key decision making against the

Section 172(1) (a) to (f).

Stakeholder Engagement

Promoting the success of the Company for the

benefit of all its stakeholders

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Board of

Directors

Respect and value

allstakeholders

Everyone we work with and

encounter is important –

our colleagues, customers,

partners, suppliers, investors,

the community and environment

and more. We proactively

engage with our stakeholders

to understand their needs

and respond to their feedback

and the Board considers the

needs of our stakeholders in

itsdecisionmaking.

See more about our business activities in our Business Model | Page 30

Private home, Germany. Architects: Delugan Meissl

Associated Architects. Photographer: Piet Niemann

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

STAKEHOLDER GROUP WHAT MATTERS TO THIS STAKEHOLDER GROUP HOW THE BOARD ENGAGES BOARD ACTIVITY AND KEY DECISIONS STRATEGIC PRIORITY

Shareholders • Financial performance of the business

• Operational performance of the business

• Risk management

• Board composition and succession

• Long-term sustainable and profitablegrowth

• ESG issues relating to climate change

• Strong governance

• Annual general meetings

• Investor relations-led engagements

and presentations during the year

• The Board reviews and approves

communication that is circulated

to investors including trading

updates, Annual Report and RNS

announcements

• Investor feedback following

communication of the Company’s

full and half year results to investors

• Direct investor engagement

periodically

• Capital Raise – raising gross proceeds of c.€34.2m

• Directorate changes

• Monitoring progress on key corporate activities

• Review and approval of the full and half year results of the Company

• Review and approval of Group cost savings project

• Approval of FY25 budget

• Board oversight of Hull review process

• Review and approval of externally facilitated compliance risk assessment and

subsequent approval for Executive Team to address recommendedactions

• Appointment of Chair and Non-Executive Directors

• Build organisational

capability

• Develop our technology

Suppliers and

businesspartners

• Terms and conditions

• Modern slavery (in the supply chain)

• Data protection/GDPR

• Relationship management

• Business conduct and reliability

• Responsible sourcing

• Business performance

• Key account management • Monitoring key supply chain metrics and decision making

• Review and approval of the 2024 Modern Slavery Statement and review of supply

chain and business partner risk identification and mitigation

• Consolidating relationships with joint venture partners and key suppliers

• Grow product demand

• Practice manufacturing

excellence

Distributors,

customers and

consumers

• Product quality and performance

• Level of customer service and accountability

• Product availability

• Communication and regular dialogue

• Collaboration on sales and marketing

• Sustainability objectives

• Standards of business conduct

• Protection of data

• Board members meeting with key

distributors

• Board monitoring of sales metrics and product quality

• Approval of significant investment in the Accsys sales and marketing team

• Participation of Directors in key regional trade shows

• Grow product demand

• Practice manufacturing

excellence

Employees • Health and safety (and working conditions)

• The Company’s financial position

• Learning and development opportunities

• Diversity and equality

• Pension scheme

• Impact of technology on the workforce

• Empowerment

• Having a stake in the business

• Regular communication updates

in different forms, from in-person

meetings to video conferences

andforums

• Employee feedback and questions

are actively encouraged

• Ensures appropriate whistle-

blowing platform in place

• Directorate changes

• Approval of the FY24 LTIP award to relevant employees

• Approval of allotment of shares in connection with EBT awards

• Prioritising health and safety and commitment to building a strong culture

through regular reporting of HSE matters to the Board

• Board site visits, including visit to Arnhem in March 2024 and ad hoc visits from

individual Directors to other Company sites

• Review and approval of Human Rights Policy

• Approval and roll out of core corporate compliance training

• Build organisational

capability

Community and

theenvironment

• Impact on the development, performance and

position of the Company and the Company’s

impact on climate change

• How the Company assesses climate change

expertise

• Understanding of local community, the

communities in which it operates and being a

responsible employer

• Environmental and Climate Change

Policy

• Societies and Communities Strategy

• Commitment to ensuring our product continues to have a positive impact

• Commitment to certification (in November 2023, Accoya was reawarded Cradle to

Cradle® certified Gold, and Platinum for Material Health, recognising its circular

economy benefits)

• Commitment to sourcing 100% of our wood from FSC® (or PEFC) certified

sustainable and well managed sources

• Embedding ESG into the Company’s incentivisation targets

• Approval of Company joining UN Global Compact – a non-binding United Nations

pact to get businesses worldwide to adopt sustainable and socially responsible

policies and to report on their implementation

• Board approval of amendments to Environmental and Climate Change Policy

• Practice manufacturing

excellence

Stakeholder Engagement continued

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

STAKEHOLDER GROUP WHAT MATTERS TO THIS STAKEHOLDER GROUP HOW THE BOARD ENGAGES BOARD ACTIVITY AND KEY DECISIONS STRATEGIC PRIORITY

Shareholders • Financial performance of the business

• Operational performance of the business

• Risk management

• Board composition and succession

• Long-term sustainable and profitablegrowth

• ESG issues relating to climate change

• Strong governance

• Annual general meetings

• Investor relations-led engagements

and presentations during the year

• The Board reviews and approves

communication that is circulated

to investors including trading

updates, Annual Report and RNS

announcements

• Investor feedback following

communication of the Company’s

full and half year results to investors

• Direct investor engagement

periodically

• Capital Raise – raising gross proceeds of c.€34.2m

• Directorate changes

• Monitoring progress on key corporate activities

• Review and approval of the full and half year results of the Company

• Review and approval of Group cost savings project

• Approval of FY25 budget

• Board oversight of Hull review process

• Review and approval of externally facilitated compliance risk assessment and

subsequent approval for Executive Team to address recommendedactions

• Appointment of Chair and Non-Executive Directors

• Build organisational

capability

• Develop our technology

Suppliers and

businesspartners

• Terms and conditions

• Modern slavery (in the supply chain)

• Data protection/GDPR

• Relationship management

• Business conduct and reliability

• Responsible sourcing

• Business performance

• Key account management • Monitoring key supply chain metrics and decision making

• Review and approval of the 2024 Modern Slavery Statement and review of supply

chain and business partner risk identification and mitigation

• Consolidating relationships with joint venture partners and key suppliers

• Grow product demand

• Practice manufacturing

excellence

Distributors,

customers and

consumers

• Product quality and performance

• Level of customer service and accountability

• Product availability

• Communication and regular dialogue

• Collaboration on sales and marketing

• Sustainability objectives

• Standards of business conduct

• Protection of data

• Board members meeting with key

distributors

• Board monitoring of sales metrics and product quality

• Approval of significant investment in the Accsys sales and marketing team

• Participation of Directors in key regional trade shows

• Grow product demand

• Practice manufacturing

excellence

Employees • Health and safety (and working conditions)

• The Company’s financial position

• Learning and development opportunities

• Diversity and equality

• Pension scheme

• Impact of technology on the workforce

• Empowerment

• Having a stake in the business

• Regular communication updates

in different forms, from in-person

meetings to video conferences

andforums

• Employee feedback and questions

are actively encouraged

• Ensures appropriate whistle-

blowing platform in place

• Directorate changes

• Approval of the FY24 LTIP award to relevant employees

• Approval of allotment of shares in connection with EBT awards

• Prioritising health and safety and commitment to building a strong culture

through regular reporting of HSE matters to the Board

• Board site visits, including visit to Arnhem in March 2024 and ad hoc visits from

individual Directors to other Company sites

• Review and approval of Human Rights Policy

• Approval and roll out of core corporate compliance training

• Build organisational

capability

Community and

theenvironment

• Impact on the development, performance and

position of the Company and the Company’s

impact on climate change

• How the Company assesses climate change

expertise

• Understanding of local community, the

communities in which it operates and being a

responsible employer

• Environmental and Climate Change

Policy

• Societies and Communities Strategy

• Commitment to ensuring our product continues to have a positive impact

• Commitment to certification (in November 2023, Accoya was reawarded Cradle to

Cradle® certified Gold, and Platinum for Material Health, recognising its circular

economy benefits)

• Commitment to sourcing 100% of our wood from FSC® (or PEFC) certified

sustainable and well managed sources

• Embedding ESG into the Company’s incentivisation targets

• Approval of Company joining UN Global Compact – a non-binding United Nations

pact to get businesses worldwide to adopt sustainable and socially responsible

policies and to report on their implementation

• Board approval of amendments to Environmental and Climate Change Policy

• Practice manufacturing

excellence

The following symbols

refer to the Section 172(1) factors (a) to (f) on page 64.

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

Stakeholder Engagement continued

Long-term view

The Directors aim to ensure that the business and its

values-led vision is not only a commercial success in the

short-term, but also in the long-term. The evaluation

of long-term consequences of decisions involves the

Board managing responsibly as Accsys continues to

advance technologies and solutions for a better world.

The Directors hold a strong belief that the Company has

a collective social responsibility to use and develop its

technology to make the world a better, more sustainable

place. This belief, together with health and safety, remains

a fundamental priority of the business.

In order to assess the likely consequence of a decision in

the long term, the Directors focus on Accsys’ key values

and stated purpose: ‘Changing wood to change the world’,

to ensure that strategic aims provide long-term benefits

and success for the business and its stakeholders.

Good business conduct

Accsys is committed to a policy of minimising any negative

social and environmental impact that may flow from its

activities. Such expectations are clearly communicated,

for example, in the Accsys Sustainability Report, Anti-

Corruption, Bribery and Tax Evasion Policy, Human

Rights Policy, Modern Slavery Statement and Accsys’

Whistleblowing Policy. Accsys is committed to improving

its practices for combatting and eliminating slavery and

human trafficking. The Board periodically reviews and

approves such policies and statements (where relevant) to

ensure that its high standards are maintained both within

the business and by business partners, with training

rolled out across the Group, to ensure understanding and

compliance with key principles.

Statement of engagement with other

businessrelationships

Delivering our strategy requires strong relationships

and alignment with suppliers, customers, distributors,

licensees and business partners, as well as investors and

other business relationships. The Company has developed

a strong network of global distributors which has seen

Accoya being sold into all continents of the world.

Important relationships with suppliers in the wood

and acetyls industries have been fostered over more

than a decade to mitigate risk and promote success.

Accsys provides training to its end-users (most

frequently joineries) and distributors in relation to

Accoya, including information for usage applications,

manufacturing, environmental and social benefits. Accsys

also maintains frequent contact with and, when possible,

visits customers to ensure regular and open dialogue.

The Company’s relationships with suppliers, and with

business partners such as Eastman Chemical Company in

relation to Accoya USA, are key elements of the success

of its business. These relationships and ventures also

create value for our partners, where the new plants

under construction will create new long-term demand

and supply opportunities for their businesses where

the sustainable nature of the finished products that

they contribute to also supports their own sustainable

development. We believe that our Accoya and Tricoya

products will serve a long-term role in replacing non-

renewable hardwoods and environmentally damaging

man-made products while crucially being able to offer all

of the attributes desired of a high-performance product.

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Statement of engagement with employees

The Directors recognise that our people are key to the

success of our business.

To ensure strong and positive employee engagement,

Accsys holds regular communication updates in different

forms, from in-person meetings to video conferences on

a wide range of topics, including: health and safety; the

Company’s financial position; strategy; and updates on

project progress and team activities. Employee feedback

and questions are also actively encouraged. These

communication forums combine a strong structure with

an informal environment to facilitate and promote real

engagement and open dialogue throughout all levels and

functions of the organisation.

The Company intends to ensure that we remain a

responsible and well-regarded employer, by considering

factors from health and safety, skills and competency

development to pay and benefits, and the implications

ofdecisions on employees.

This Strategic Report was approved by the Board of

Directors on 25 June 2024 and is signed on its behalf by:

Dr Jelena Arsic van Os

Chief Executive Officer

Roland Waibel

Non-Executive Director

FINANCIAL STATEMENTS OVERVIEWSTRATEGIC REPORTGOVERNANCE

GOVERNANCE

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Corporate Governance

72 Board of Directors

74 Senior Leadership Team

75 Chair’s Statement of Governance

78 Corporate Governance

81 The QCA Corporate Governance Code (the ‘QCA

Code’) Statement of Compliance 2024

87 Audit Committee Report

89 Nomination Committee Report

93 Remuneration Report

110 Directors’ Report

113 Statement of Directors’ Responsibilities

FINANCIAL STATEMENTS OVERVIEW

GOVERNANCE STRATEGIC REPORT

Board of Directors

Trudy Schoolenberg Dr Jelena Arsic Van Os

Non-Executive Chair Chief Executive Officer

Appointed to the Board

1 April 2018

Background and Experience

As well as strategy and growth experience,

DrSchoolenberg has strong operational

knowledge, gained both during her time at Shell

and thereafter at AkzoNobel.

Trudy has nearly 30 years’ experience working

for blue-chip companies in the chemicals,

engineering and high performance product

sectors, including over 20 years with Royal Dutch

Shell where she led business strategy and growth

plans for Shell Chemicals, a business unit with a

multi-billion dollar turnover.

Appointed to the Board

27 June 2023

Background and Experience

Dr Jelena Arsic van Os has over 20years’

experience in senior executive leadership

roles in large-cap multinational companies.

Prior to joining Accsys Jelena was VP

Plastics, Coatings, Adhesives and Rubber

Performance Minerals EMEA and APAC at

Imerys SA, a global leader in mineral-based

specialty solutions. Prior to this, Jelena

held a number of senior executive positions

across the globe during her 17 years tenure

at AkzoNobel, the large-cap, chemicals and

coatings company.

Jelena has a PhD in Solid State Chemistry

from Radboud University Nijmegen,

Netherlands.

External Appointments

Trudy is currently a Non-Executive Director of:

• SPIE SA

• Elementis PLC

• TI Fluid Systems PLC

External Appointments

None

Louis Eperjesi

Non-Executive Director

(SeniorIndependent Director)

Appointed to the Board

14 June 2022

Background and Experience

Louis joined the Board following a successful

33year career in the building materials

sector.

Louis brings a strong background of

manufacturing and supply of building

products in international markets, together

with commercial, strategy development,

M&Aand change management experience.

He was most recently CEO of Tyman Plc and

prior to this, held senior executive roles in

Kingspan Plc, Baxi Group Ltd, Lafarge SA

andCaradon Plc.

External Appointments

Louis is currently a Non-Executive Director of:

• Trifast PLC

• Howden Joinery Group plc

• Ibstock Plc

Notes

• Steven Salo served as a Director for the period 1 April 2023 to 15 May 2024.

• The following Directors also served during the year reported, but stepped down from the Board

at the conclusion of the AGM in September 2023:

– Stephen Odell

– Sean Christie

– Sue Farr

– Alexander Wessels

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Roland Waibel Edwin Bouwman Hans Pauli

Independent Non-Executive Director Non-Independent

Non-Executive Director

Interim Chief Financial Officer

Appointed to the Board

1 August 2023

Background and Experience

Roland joined the Accsys Board on 1 August

2023, bringing over 30 years of chemicals,

pharmaceutical, textile and process

industry knowledge and experience. He

most recently held the position of Chief

Financial Officer of Archroma Group, a

leading chemical supplier to the textile

and paper industry, between 2013 and

2022. Prior to Archroma, Roland was

the Chief Financial Officer of Omya AG

and Lonza Group AG. He also served as

Non-Executive Director of Adval Tech

Holding AG, an international supplier to

the automotive industry, between 2005

and 2020.

Appointed to the Board

12 December 2023

Background and Experience

Edwin brings over 30 years of experience

in the energy and building materials

industry and has held executive roles

at both public and private multinational

companies, including Royal Dutch Shell,

Roto Smeets N.V., CRH Plc and SHV

Energy. During his career, Edwin has

established a track record of successful

business transformation, delivering

both organic and acquisitive growth

strategies to enable substantial portfolio

performance improvement.

Edwin was appointed pursuant to a

Relationship Agreement with Teslin

Participaties Coöperatief U.A. and “De

Engh” B.V. dated 21 November 2023.

Appointed (on a non-statutory basis)

15 May 2024

Background and Experience

Hans has held financial positions across

the banking and biotech sectors

and has significant experience in

investment, manufacturing, licensing and

distribution. Hans holds a BA in Business

Administration and has completed an MA

in Fiscal Economics from the University of

Amsterdam.

His commercial career began in the

banking sector where he worked for

various institutions including Barclays,

where he gained investment and M&A

experience. He has worked for a number

of biotech companies as Chief Financial

Officer, including Euronext-listed

Pharming Group N.V.

External Appointments

None

External Appointments

None

External Appointments

Hans is a Non-Executive Director of

BioTech VC, MedSciences.

Audit Committee

Key to Committees

Nomination Committee Remuneration Committee Chair of Committee

For a full list of Directors during the year | See the Directors’ Report on page 110

• Trudy Schoolenberg was appointed Interim Chair on 12 September 2023 and was appointed permanent Chair with effect from 12 December 2023.

• External appointments include significant or listed company appointments only.

FINANCIAL STATEMENTS OVERVIEW

GOVERNANCE STRATEGIC REPORT

John Alexander Jane Connor Pablo

Steenwinkel

Stephen Cox Nick Hartigan

Group Commercial

Director

Chief People Officer Group Head of

Technology

Group Manufacturing

and Projects Director

General Counsel and

Company Secretary

Background

andExperience

John is responsible for all

aspects of product sales

for Accsys, managing a

team across the globe.

John has a degree in

Forestry and Forest

Products from the

University of Wales and an

MSc in Timber Engineering

from the University of

Maine, USA.

John’s career in the wood

product industry started

as technical manager at

Jeld-Wen, the world’s

largest manufacturer of

windows and doors, and

he subsequently moved to

BSW Timber, the largest

forestry and sawmilling

group in the UK.

Initially joining Accsys

as Head of Product

Development in 2010, John

became Director of Sales

and Product Development

in 2015 and in 2020

tightened the focus of his

role on sales activities and

strategy.

Background

andExperience

Jane is responsible for

all aspects of global HR,

including responsibility

for developing a

comprehensive global HR

strategy which supports

business growth and

expansion, attracts and

retains top talent and

drives high performance.

Jane joined Accsys in July

2023, having previously

worked at Wolseley Group,

Greene King plc, Kwik-Fit

and others. She has gained

comprehensive experience

working for companies

in professional services,

building materials,

manufacturing, B2B, B2C,

consumer, tech, leisure,

telecommunications and

automotive industries

where she has led multi-

award winning People

functions.

Background

andExperience

With over 20 years of

technology leadership

experience in the

chemicals industry, Pablo

started his career at

Accsys in January 2021

and is responsible for all

aspects of product and

process support and

innovation for Accsys,

leading the Global

Technology Centre (GTC),

a global team of experts

in the fields of wood

(modification) science,

chemistry, process

technology and intellectual

property development.

Pablo has an MSc in

Chemistry from the

University of Leiden (NL)

and a PhD in Chemistry

from the University

of Utrecht (NL) and

previously worked at

Zeneca Resins (now part of

Covestro), Avery Dennison

and, most recently, at Flint

Group as Senior Technical

Director Packaging Inks

EMEA.

Background

andExperience

Stephen joined Accsys

in March 2023, taking on

a newly created role. He

oversees Accsys’ global

manufacturing sites

and projects, and drives

forward operational

efficiencies. This role

supports and reinforces

Accsys’ global expansion

plans, as well as the

Company’s commitment

to, and drive for, achieving

operational and project

excellence.

Stephen spent 25 years at

the manufacturer Coats

PLC, rising to the position

of Group Manufacturing

Director. He brings a

wealth of experience

in manufacturing

transformation, strategy

and ramp up.

Background

andExperience

Nick is responsible for the

legal affairs of the Accsys

Group and is also the

Company Secretary, having

joined Accsys in 2022.

Nick has particular legal

and regulatory expertise

in corporate transactions,

capital raisings (equity and

debt), lender management

and complex litigation.

Nick qualified at a leading

UK international law firm.

He has gained extensive

experience working with

or for companies in the

oil and gas, construction,

building materials and

manufacturing sectors.

The Senior Leadership Team includes the Chief Executive Officer, the

Chief Financial Officer and the following individuals:

Our Senior Leadership Team (SLT) comprises a group of leaders who are experts in their fields with a broad

range of specialism and sector knowledge. Together, they drive and manage Group activities and are committed

to ensuring we deliver on our plans for growth and commercial success. Their hard work, commitment and

specialist advice has supported the growth of Accsys Technologies PLC.

Senior Leadership Team

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

The Board of Directors

The year ending 31 March 2024 has seen

aperiod of evolution and transition for the

Board. In 2023 we welcomed Steven Salo to

the Board as Chief Financial Officer on 1 April

2023 and Jelena Arsic van Os joined the Board

on 27 June 2023 becoming Chief Executive

Officer on 1 July 2023. Following the departure

of Stephen Odell who stepped down as Chair

at the conclusion of the AGM on 20 September

2023, I was appointed Interim Chair and,

after due process, including consultation with

shareholders, I was appointed permanent Chair

on 12 December 2023.

In addition, after serving for nine years, both

Sean Christie and Sue Farr stepped down

from the Board at the conclusion of the 2023

AGM, and due to increases in his executive

commitments, Alexander Wessels also stepped

down at the conclusion of the 2023 AGM.

On behalf of the Board, I thank each of the

outgoing Directors for their dedication and

service to the Company.

In line with our commitment to best practice in

corporate governance and in order to improve

our efficiency in delivering profitable growth

and value for our shareholders, the decision

was taken to reduce the size of the Board and

we were pleased to welcome Roland Waibel

as Independent Non-Executive Director on

1August 2023 and Edwin Bouwman as Non-

Independent Non-Executive Director on

12December 2023. You can read more about

Roland and Edwin under Board Directors on

pages 72 and 73.

Since the year end, as announced on 16May

2024, Steven Salo stepped down as Chief

Financial Officer and Hans Pauli (Accsys’

Director of Corporate Development) will act as

interim Chief Financial Officer whilst a search is

underway for the Chief Financial Officerrole.

Chair’s Statement of Governance

By working towards

our purpose, acting in

accordance with the QCA

Code and our values, and

by pursuing our strategy,

we aim to grow both our

business and our positive

impact on the world.”

Trudy Schoolenberg

Non-Executive Chair

Dear Shareholder,

I am delighted to introduce this Governance Report

for the year, my first as Chair. I would like to express

my thanks to Stephen Odell, my predecessor for his

dedicated service to the Company and leadership of

the Board during the last three years.

This Governance section of the Annual Report

and Financial Statements sets out our governance

framework, detailing how the Board operates in

compliance with the ten principles of the Quoted

Companies Alliance Corporate Governance Code

in order to support the Group in maintaining high

standards of corporate governance, help to deliver

its strategic goals and ultimately, achieve long-term

success for the benefit of all stakeholders.

FINANCIAL STATEMENTS OVERVIEW

GOVERNANCE STRATEGIC REPORT

On behalf of the Board, I thank Steven for his service and

contribution to Accsys during a challenging period for the

Company and wish him all the best for the future. I am also

grateful to Hans for supporting the Company during this

transitionary phase.

It has been another full and busy year for the Board,

whilst we embedded our new CEO and finalised the

appointment and induction of our new Non-Executive

Directors (NEDs). Throughout this transitional period,

the Board has remained focused on working together to

provide agile and resilient decision making whilst ensuring

an appropriate level of scrutiny in order to achieve the

Company’s purpose for the benefit of all stakeholders.

As part of aligning the Board’s activities with the

Company’s needs, the Board took the decision in FY24

to stand down the Board-level Health, Safety and

Environmental (HSE) Committee. This step has allowed a

greater focus on HSE issues at site level whilst the Board

still retains responsibility for HSE policy and oversight.

Finally, the Board, as a whole commits a significant amount

of time to ad hoc Board meetings, site visits, the induction

process for new NEDs and general information sessions,

in addition to the scheduled meetings for the year,

further reflecting the passion and determination of the

Board in ensuring the long-term sustainable success of

the Company. See the Directors’ Report on page 110 for

further information.

Board performance

In accordance with good governance practice, we

undertake an annual evaluation to ensure that the Board,

and its Committees and individually, each Director

is performing effectively. During the year, the Board

participated in an internal Board effectiveness review

and the key actions identified will be implemented during

the coming months. Details of the recommendations

and actions taken are set out on page 92. Following

the Board's compositional changes, our focus will be

on continuing to establish relationships both across

the Board and with the Senior Leadership Team and

strengthening cohesiveness to ensure the Board works

together as effectively as possible to achieve long-term

sustainable success of the business and ultimately to

guide the business into the next phase of growth as we

continue with our purpose of changing wood, to change

the world.

Environmental, Social and Governance (ESG)

The Group understands that ESG is a vital area of focus

for both our shareholders and stakeholders. Sustainability

in particular is at the very heart of what we do as a Group.

The Board is deeply aware of the Group’s impact on the

environment and the communities in which we operate

and the Board regularly engages with and discusses

ESG topics. Weare committed to reducing our impact

on climate change and responsibly sourcing sustainable

quality products.

Please see pages 46 to 54 for further details of our FY24

ESG performance and outlook for FY25. We have also, for

the first time, conducted a qualitative scenario analysis to

identify our climate related risks, the results of which you

can read more about in our Climate Disclosures Report on

page 55.

Quoted Companies Alliance Corporate

Governance Code (the QCA Code)

Accsys has adopted the QCA Code and follows and

reports against it on a comply-or-explain basis. We explain

how we have complied with the QCA Code throughout

the year reported on pages 81 to 86. For further detail on

each section please refer to the Statement of Compliance

of the QCA Code which can be found on our website at

www.accsysplc.com.

As a Company we have a strong purpose and values which

shapes relationships with our stakeholders from our

employees to our distributors, licensees and others. We

want to ensure that our business is not only a commercial

success, but is also run in a responsible fashion.

Corporate governance and social responsibility lies at the

very core of our business and remains a key focus for the

Board. The Board believes that good governance plays a

key part in the Company’s ability to achieve its strategic

aims and deliver successful long-term development of

the Group. By working towards our purpose, acting in

accordance with the QCA Code and our values, and by

pursuing our strategy, we aim to grow both our business

and our positive impact on the world.

Chair’s Statement of Governance continued

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

AGM

We will notify shareholders about our AGM in due course,

with our intention being that it will be held in person on

25 September 2024. For further details please refer to the

AGM Notice that will be sent out to shareholders under

separate cover.

The year ahead

Looking through to FY25, the Board will be focusing

on reviewing the Company’s objectives and strategy

and ensuring the Group meets its commitments to

stakeholders.

As I look ahead, I believe Accsys is a business with

tremendous opportunity, able to navigate the near-term

market challenges and capable of meeting its significant

potential and I look forward to supporting our CEO, Jelena

Arsic van Os and the wider team in my role as Chair.

Trudy Schoolenberg

Non-Executive Chair

25 June 2024

For further detail on the Board membership during the year,

see the Directors’ Report | Page 110

FINANCIAL STATEMENTS OVERVIEW

GOVERNANCE STRATEGIC REPORT

Board Leadership

The Board meets regularly and is responsible for strategy, performance, approval of major capital projects and the

framework of internal controls. To enable the Board to discharge its duties, all Directors receive appropriate and timely

information. Briefing papers are distributed to all Directors in advance of Board meetings.

All Directors have access to the advice and services of the Company Secretary. The appointment and removal of the

Company Secretary is a matter for the Board as a whole. In addition, procedures are in place to enable the Directors to

obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense.

During the year, serving Directors attended the scheduled Board meetings either by video conference or in person. In

addition to the scheduled meetings, a number of ad hoc meetings were convened including Committees of the Board

with delegated authority from the Board. There is frequent contact between all the Directors in connection with the

Company’s business, including Audit, Nomination and Remuneration Committee meetings, which are held as required

but, as a minimum, twice per annum unless the relevant Terms of Reference require more.

All Directors are subject to annual re-election by the shareholders at Annual General Meetings.

Day-to-day operating decisions are made by the Executive Directors with support from the Senior Leadership Team.

Governance framework

Division of responsibilities

Corporate Governance

Board Role Responsibilities

Chair

• Leads the Board and is responsible for the overall effectiveness of Board governance

• Sets the Board’s agenda, with emphasis on strategy, performance and value creation

• Shapes the culture of the Board

Chief Executive

Officer

• Develops strategies, plans and objectives to propose to the Board

• Leads the organisation to ensure the delivery of the strategy

• Ensures effective communication with shareholders

• Day-to-day management of Group operations

Chief Financial

Officer

• Implements the Group financial strategy

• Supports the Chief Executive Officer in the delivery of the strategy

• Oversees financial reporting and internal controls

Non-Executive

Directors

• Demonstrate independence and impartiality (INEDsonly)

• Bring experience and special expertise to the Board

• Constructively challenge the Executive Directors

• Monitor the delivery of the strategy within the risk and control framework set by the

Board

• Monitor the integrity and effectiveness of the Group’s financial reporting, internal

controls and risk management system

• Promote and support the Group’s values and commitment to high standards of

corporategovernance

• Serve on the Board’s Committees (as appointed)

General Counsel

& Group Company

Secretary

• Advises the Board on best practice and corporate governance matters

• Ensures Directors receive appropriate notice of meetings and accurate and timely

information to enable them to effectively discharge their duties

• Executes all of the decisions, resolutions and changes agreed by the Board

• Provides advice to the Board of Directors as required

• Acts as liaison between the Board and Senior Leadership Team (as necessary)

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Leadership structure

Board of Directors

The Board has ultimate responsibility for ensuring the long-term success of the Company by providing

leadership anddirection and ensuring there is a framework of effective controls to assess and manage risk.

TheBoardsetstheGroup’s strategy, purpose, values and culture to ensure the needs of our shareholders

andotherstakeholders are met.

Senior Leadership Team

The Board delegates responsibility for the delivery of the Group’s strategy

and the day-to-day operation ofthebusiness to the Senior Leadership team.

Audit Committee Remuneration Committee Nomination Committee

The Board delegates responsibility for certain matters to its principal committees

Directors’ attendance record

The following table shows the attendance record of individual Directors at scheduled meetings of the Board and its

Committees during the year to 31 March 2024. Directors attended a number of additional meetings throughout the

year including Board Committee meetings, Non-Executive Director only meetings and other meetings as dictated

by business need (see notes below table).

Director

Board

Audit

Committee

Remuneration

Committee

Nomination

Committee

HSE

Committee

Attended Attended Attended Attended Attended

Dr Geertrui ‘Trudy’ Schoolenberg 8/8 3/3 5/5 4/4 2/2

Steven Salo (stepped down 15 May 2024) 8/8 n/a n/a n/a n/a

Dr Jelena Arsic van Os (appointed 27 June 2023) 6/6 n/a n/a n/a 1/1

Stephen Odell (stepped down 20 September 2023) 4/4 1/1 n/a 2/2 1/1

Sean Christie (stepped down 20 September 2023) 3/4 1/1 2/2 1/1 n/a

Sue Farr (stepped down 20 September 2023) 4/4 1/1 2/2 1/1 n/a

Alexander Wessels (stepped down 20 September 2023) 4/4 1/1 2/2 1/1 1/1

Louis Eperjesi 8/8 3/3 5/5 4/4 n/a

Roland Waibel (appointed 1 August 2023) 5/5 2/2 3/3 3/3 n/a

Edwin Bouwman (appointed 12 December 2023) 2/2 1/1 2/2 n/a n/a

Notes

‘x/x’ indicates the number of scheduled meetings attended out of the number of possible meetings the Director could have attended during the year.

In addition to the scheduled meetings indicated above, a further 13 Board meetings, 1 meeting of the Remuneration Committee, and 2 meetings of the

Nomination Committee were held throughout the year.

Not all Directors are members of all the Board Committees and these are recorded as n/a in the table. However, it should be noted that these Directors often

attended Committee meetings by invitation as required.

The HSE Committee was discontinued during FY24.

For biographical details of the Board and Senior Leadership Team | See pages 72 to 74

For diversity of the Board | See page 91

For Board activity | See pages 66 to 67

FINANCIAL STATEMENTS OVERVIEW

GOVERNANCE STRATEGIC REPORT

Audit, Risk and Internal financial control

The Board is ultimately responsible for overseeing and maintaining the Company’s system of internal financial control

and places importance on maintaining a strong control environment. The consideration of opportunities and risks

remains a key area of focus for the Board. The Board reviews Accsys’ risk appetite annually and regularly considers the

principal and emerging risks relevant to Accsys’ business, together with mitigations and controls. The key procedures

which the Directors have established with a view to providing effective internal financial control are as follows:

• The Company’s organisational structure has clear lines of responsibility.

• The Company prepares a comprehensive annual budget that is approved by the Board.

• Monthly results are reported against the budget and variances are closely monitored by the Board.

• The Board is responsible for identifying the major business risks faced by the Company and for determining the

appropriate courses of action to manage those risks.

• The Directors recognise, however, that such a system of internal financial control can only provide reasonable,

notabsolute assurance against material misstatement or loss.

For the Audit Committee Report | See pages 87 to 88

Corporate Governance continued

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

The QCA Corporate Governance Code ('The QCA Code') is constructed around ten broad principles. Set out below

are the ten principles and a summary explanation of how the Company currently complies with each key principle of

the 2018 QCA Code.

In November 2023 the QCA published a revised Corporate Governance Code. Whilst the Company is not yet

required to report against these revisions, Accsys believes it is well-positioned to apply the revised key principles

throughout its business activities and practices and report on this in 2025.

Principle 1. Establish a strategy and business model which promote long-term value

forshareholders

Compliant How this was applied

Where to find further

information in the Accounts

• The Company’s strategy is currently to:

(i) develop market opportunities to drive revenue growth by increasing the Accoya

and Tricoya volume sold and number of distributors by developing market

opportunities into core business;

(ii) grow its global manufacturing production position and production capacity in

Europe and the USA and establish new platforms in key markets in support of,

and to enable, demand growth;

(iii) develop research and development of product and process-related technologies

and IP programmes to protect and grow its leading market position; and

(iv) develop its people and organisational capacity to enable Accsys to meet its

growth objectives

• The Board’s annual schedule of agenda items ensures that the strategy and

Business Model is reviewed at least once every year. The Board has been closely

involved in the review, discussion and setting of the revised strategy.

• The programme of Board effectiveness review considers whether the Board spends

enough time on strategy and its business model.

• Decisions made in Board meetings consider key stakeholder groups and long-term

value (including for shareholders). If, and to the extent, issues come to light which

challenge the Company’s ability to meet its strategy and Board model, the Board

proactively addresses these.

Our Statement of Compliance explains, in further detail, the Company’s key strengths

which in turn, promote long-term value for shareholders.

• Business model and

strategy (pages 30

and 32)

• Company’s Corporate

Governance QCA

Compliance Statement

(pages 81 to 86)

• Strategic Report (pages

14 to 69)

• Board activity (pages 66

to 67)

• Stakeholder engagement

(pages 64 to 69)

Principle 2. Seek to understand and meet shareholder needs and expectations

Compliant How this was applied

Where to find further

information in the Accounts

• Communications with shareholders are given high priority to ensure that our

strategy, business model and performance are clearly understood. There is regular

dialogue with shareholders, including webcast presentations after the Company’s

preliminary announcement of the year-end results, regular Regulatory News Service

announcements and trading updates.

• The Board uses the Annual General Meeting to communicate with investors and

welcomes their participation. The Chair of the Board and all Board Committee

Chairs, together with all other Directors routinely attend the AGM and are available

to answer questions from investors.

• Investor roadshows are held in the UK and Netherlands offering significant

shareholders an opportunity to discuss the business, management and strategy

of the Company with the Executive Directors. Representatives of the Company

meet regularly with shareholders. For example, during FY24, the Company met with

shareholder representatives from multiple unique institutions, engaging in dialogue

with over half of its shareholder register. This level of engagement enables the

Board to better understand shareholders’ expectations and motivations.

• Regular dialogue is held with the Company’s corporate brokers in order to keep

informed of shareholders’ views.

• Corporate Governance

QCA Compliance

Statement (pages 81

to 86)

• Stakeholder engagement

(pages 64 to 69)

The QCA Corporate Governance Code Statement of

Compliance 2024

FINANCIAL STATEMENTS OVERVIEW

GOVERNANCE STRATEGIC REPORT

Principle 3. Take into account wider stakeholder and social responsibilities and their

implications for long-term success

Compliant

How this was applied

Where to find further

information in the Accounts

• The Company’s business model identifies that investment in key resources on which

the business relies – Accsys’ intellectual property, expertise, innovation, research

and development, branding, employees and relationships with numerous third

parties including business partners, equipment manufacturers, wood suppliers,

distributors and customers – underpins all that Accsys does. Investment from the

Company’s other key stakeholders, its shareholders and finance providers make

this possible.

• The Board receives regular reports on the engagement, feedback and status of key

stakeholders, including investor relations led updates in respect of shareholders

and updates on all levels of the workforce from the Chief People Officer. This is

complemented by frequent briefings on ESG and customer and supplier issues to

members of the Board. These reports and updates enable the Board to consider

stakeholders’ views during relevant decision making processes.

• The Board takes steps to verify feedback. For example, each year, the Board invites

personnel to attend ‘Meet the Board Lunches’ at its offices, providing an informal

forum to facilitate and encourage engagement and open dialogue between the

Board and the Company’s workforce.

• Accsys places great importance on community and social responsibility and our

Sustainability Report highlights our commitment to acting in a socially responsible

way and includes details of the impact that our business and operations have

on the wider community. The Company reports to global reporting frameworks

GRI and SASB and in November 2023 joined the United Nations Global Compact

- the world’s largest voluntary corporate sustainability initiative and catalyst

for transforming business through principle-driven environmental, social and

governance practices. Further details on these can be found in our Sustainability

Report on the Company’s website.

• Accsys is committed to continuing research and development concerning its

products and processes.

• During FY24, Accsys participated in a number of shareholder ESG surveys.

Feedback from these surveys was positive, including scoring the highest rating

possible in one survey.

• Stakeholder engagement

(pages 64 to 69)

• Corporate Governance

QCA Compliance

Statement (pages 81

to 86)

• See www.accsysplc.com/

for the Sustainability

Report and Modern

Slavery Statement

The QCA Corporate Governance Code Statement of

Compliance 2024 continued

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Principle 4. Embed effective risk management, considering both opportunities and threats,

throughout the organisation

Compliant How this was applied

Where to find further

information in the Accounts

• The Board meets regularly and is responsible for strategy, performance, approval of

major capital projects and the framework of internal controls. To enable the Board

to discharge its duties, all Directors receive appropriate and timely information.

Briefing papers are distributed to all Directors in advance of Board meetings.

• The Board is responsible for establishing and maintaining the Company’s system of

internal risk management, including in relation to its priority surrounding health,

safety and the environment, and places importance on maintaining a strong financial

control environment. The key internal procedures, which the Directors have

established with a view to providing effective internal controls, include clear lines

of responsibility within the organisation structure, a comprehensive annual budget

that is approved by the Board and the identification of major business risks to

enable appropriate action. Furthermore, monthly results are reported against the

budget and variances are closely monitored by the Directors.

• The Audit Committee is responsible for monitoring compliance with accounting and

legal requirements and for reviewing the annual and interim financial statements

prior to their submission for approval by the Board.

• The Risk Committee comprises the Executive Directors and certain members of the

Senior Leadership Team, meets regularly and updates a risk register which outlines

the nature of principal risks facing the Company and any mitigating factors required

to protect against such risks. The Risk Committee reports to the Audit Committee

and provides updates to the Risk Register and thereafter, the Audit Committee

reports the same to the Board. The process to mitigate risks within the business can

be found on page 40.

• Risk and risk

management (pages 40

to 45)

• Corporate Governance

QCA Compliance

Statement (pages 81

to 86)

• See www.accsysplc.com/

for the Sustainability

Report/Modern Slavery

Statement and Audit

Committee Terms of

Reference

• Audit Committee Report

(pages 87 to 88)

• Strategic Report (pages

14 to 69)

Principle 5. Maintain the Board as a well-functioning, balanced team led by the Chair

Compliant How this was applied

Where to find further

information in this Report and

Accounts or Company website

• The Board has gone through a period of change during the year reported, and

each appointment to the Board underwent a rigorous and transparent nomination

process through the Nomination Committee. The Nomination Committee’s Terms

of Reference require it to ensure that recommendations on Board appointments or

composition must only be made having had due regard for the benefits of diversity

on the Board, including gender, social and ethnic backgrounds, and cognitive and

personal strengths and merits and taking care that appointees have enough time

available to devote to the position.

• As at the date of this Annual Report, the Board is comprised of one Independent

Non-Executive Chair, one Independent Non-Executive SID, two other Non-Executive

Directors (one of whom is Non-Independent) and one Executive Director.

• The Board has constituted three standing Committees: the Audit Committee, the

Nomination Committee and the Remuneration Committee, with ad hoc committees

constituted as required.

• In addition to regular scheduled Board meetings, there is frequent contact between

all the Directors in connection with the Company’s business including through

the Audit, Nomination and Remuneration Committee meetings which are held as

required, but as a minimum twice per annum, save for where the Terms of Reference

of a Committee state that a higher frequency of meetings is required.

• Non-Executive Directors’ terms of appointment provide that they will spend as

much time as necessary and/or reasonably requested by the Board for the fulfilment

of their duties. This is anticipated to be in the order of 20 (or more) days, although

this is not definitive. All Executive Directors are engaged on a full-time basis.

• The Board has a Board effectiveness review programme. The Board receives

updates and information on a structured basis through Board and Committee

meeting packs, together with ad hoc information and dialogue provided as

necessary by the Executive Directors and Company Secretary between meetings.

• Board of Directors (pages

72 to 73)

• Directors’ attendance

record (page 79)

• Audit Committee Report

(pages 87 to 88)

• Nomination Committee

Report (pages 89 to 92)

• Remuneration Report

(pages 93 to 109)

• See www.accsysplc.com

(‘Investors’ page) for the

Company’s Corporate

Governance QCA

Compliance Statement,

Sustainability Report,

Modern Slavery Statement,

Terms of Reference Audit

Committee, Terms of

Reference Nomination

Committee and Terms of

Reference Remuneration

Committee

FINANCIAL STATEMENTS OVERVIEW

GOVERNANCE STRATEGIC REPORT

Principle 6. Ensure that between them the Directors have the necessary up-to-date

experience, skills and capabilities

Compliant How this was applied

Where to find further

information in this Report and

Accounts or Company website

• The Board is satisfied that it has the appropriate balance of financial, public markets

and sector skills and experience, as well as an appropriate balance of personal

qualities and capabilities. Where appropriate, each Director keeps their skills up-

to-date, for example by the completion of the Group’s online training programme,

attendance at seminars, briefings and through literature.

• Through the Nomination Committee, the Board ensures that it understands and

challenges its own diversity, including gender balance, social and ethnic backgrounds,

and cognitive and personal strengths as part of reviewing the Board’s composition.

• In March 2024 the Board carried out a comprehensive review of each Director’s

experience, skills and capabilities set against the desired experience, skills and

capabilities appropriate for the Company. After review, the Board was satisfied that

between all the Directors, they collectively have the necessary experience, skills and

capabilities appropriate to meet the Company’s needs.

• Expert advisors support the Group’s businesses and contribute relevant industry

and commercial experience. These advisors are drawn from industry, finance, legal

and other advisory groups. Further information on the engagement and role of

external advisors can be found in our Statement of Compliance of the QCA Code.

• All Directors have access to the advice and services of the Company Secretary and

in-house legal counsel. In addition, procedures are in place to enable the Directors

to obtain other independent professional advice (legal or otherwise) in the

furtherance of their duties, if necessary, at the Company’s expense.

• Board of Directors (pages

72 to 73)

• Corporate Governance

QCA Compliance

Statement (pages 81 to 86)

Principle 7. Evaluate Board performance based on clear and relevant objectives, seeking

continuous improvement

Compliant How this was applied

Where to find further

information in this Report and

Accounts or Company website

• The Board undertakes an annual review process whereby each Director completes

a ‘Board and Director Review and Evaluation questionnaire’, ensuring that the Board

regularly undertakes a formal and rigorous evaluation of its own performance and

that of its Committees and individual Directors.

• During FY24, the Board continued to make progress against recommendations

made in the 2023 Internal Board Evaluation. For further information on progress

against the recommendations made in the 2023 Internal Board Evaluation, please

see page 92 of the Nomination Committee Report.

• Due to material changes in the composition of the Board during FY24, the decision

was taken to defer the external Board effectiveness review originally scheduled to

take place and instead conduct an internal review for FY24.

• The results of the internal Board evaluation were shared and discussed with

the Board as a whole at a meeting in March 2024. Further detail on areas for

development can be found in the Nomination Committee Report on page 92.

• Corporate Governance

QCA Compliance

Statement (pages 81 to 86)

• Board performance

(page 92)

• Nomination Committee

Report (pages 89 to 92)

The QCA Corporate Governance Code Statement of

Compliance 2024 continued

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Principle 8. Promote a corporate culture which is based on ethical values and behaviours

Compliant How this was applied

Where to find further

information in the Accounts

• Focus on corporate governance and social responsibility lies at the very core of

our business through our purpose of ‘Changing wood to change the world’, and our

business model – ‘Giving the world a choice to build sustainably and creating value

for all our stakeholders’.

• Accsys has a robust purpose and set of values which guide decision making and

operations throughout the business.

• The strategy and business model of the Company in relation to ethical values is

readily promoted and embraced throughout the Group and is evident from the

Company’s many accreditations.

• The Board receives updates from the Executives on corporate culture which

enables it to monitor and provide input into how the Company’s ethical values and

behaviours are implemented through the organisation.

• Statement of Compliance

of the QCA Code (pages

81 to 86)

• Sustainability Report

(pages 46 to 63)

• Statement of Engagement

with Employees (page 69)

• Stakeholder engagement

(pages 64 to 69)

• Environmental, Social and

Governance Statements

(available at

www. accsysplc.com

‘Investors’ page)

• Our Values (www.accsysplc.

com/about us)

Principle 9. Maintain governance structures and processes that are fit for purpose and

support good decision making by the Board

Compliant How this was applied

Where to find further

information in this Report and

Accounts or Company website

• The Board meets regularly and is responsible for strategy, performance and

approval of major capital projects, determining the Group’s risk appetite and

setting the framework of internal controls. To enable the Board to discharge its

duties, all Directors receive appropriate and timely information. Briefing papers are

distributed to all Directors in advance of Board meetings.

• Board meetings are usually held in London with site visits scheduled to take place

annually in at least Arnhem to ensure the Board has a deep understanding of the

Group’s operations. In addition to scheduled meetings there is frequent discussion

between all the Directors in connection with the business of the Company including

through meetings of the Audit, Nomination and Remuneration Committees which

are held as required, but as a minimum, twice per annum unless the Terms of

Reference of a Committee determine that meetings should be held more frequently.

• Day-to-day operating decisions are made by the Executive Directors with support

from the Senior Leadership Team.

• The Board is responsible for the long-term success of the Company. There is a

formal schedule of matters which are reserved for the Board, including matters

relating to strategy and management, structure and capital, financial reporting

and controls, internal controls, contracts, communications, Board memberships,

remuneration, delegation of authority, corporate governance and Group policies.

This schedule of ‘matters reserved’ is reviewed periodically, and is updated as

required to reflect the Group’s evolution and to update it in line with best corporate

governance practice, as applicable for Accsys’ business.

• During the year, the Company initiated a risk assessment of its compliance with

corporate polices. The review was facilitated by an external firm and no material

concerns were identified. A report of recommendations was provided and the

Executive Team are taking a risk-based approach to the prioritisation of the

recommendations made.

• Corporate Governance

QCA Compliance

Statement (pages 81 to 86)

• See www.accsysplc.com

for Sustainability Report,

Modern Slavery Statement,

Terms of Reference Audit

Committee, Terms of

Reference Nomination

Committee and Terms of

Reference Remuneration

Committee.

• Section 172(1) Statement

(page 67)

FINANCIAL STATEMENTS OVERVIEW

GOVERNANCE STRATEGIC REPORT

Principle 10. Communicate how the Company is governed and is performing by maintaining a

dialogue with shareholders and other relevant stakeholders

Compliant How this was applied

Where to find further

information in this Report and

Accounts or Company website

• The Company regularly communicates with shareholders and other stakeholders

including through presentations after the Company’s preliminary announcement

of the year-end results and six-monthly results and bi-annual webcasts. The Board

uses the Annual General Meeting to communicate with investors and welcomes their

participation.

• The Company issues regular news to its stakeholders via RNS, all of which are

displayed on the Company's website.

• Constitutional and governance information, including relating to shareholder

meetings and the outcome of shareholder votes, can also be found on the

Company's website (Corporate Governance).

• As noted above, the Board has constituted three standing Committees: the Audit

Committee, Nomination Committee and Remuneration Committee, with ad hoc

Committees constituted as required. Details of the work of each of the Committees

during the year can be found in the Further Reading links opposite.

• Corporate Governance

QCA Compliance

Statement (pages 81 to 86)

• Nomination Committee

Report (pages 89 to 92)

• Audit Committee Report

(pages 87 to 88)

• Remuneration Report

(pages 93 to 109)

• www.accsys.plc.com/news

The QCA Corporate Governance Code Statement of

Compliance 2024 continued

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Audit Committee Report

The Committee’s role is to

act on behalf of the Board

of Directors and oversee all

material aspects of the Group’s

financial reporting, internal

control and audit functions.”

Roland Waibel

Chair of the Audit Committee

Dear Shareholder

As Chair of the Audit Committee (the

Committee), I am pleased to present this report

for the financial year ended 31 March 2024.

I pass on my gratitude to Sean Christie, who was

Chair of the Committee for a part of the period

under review. This report provides a summary

of the Committee and its focus and activities

during the course of FY24.

Role of the Committee

The Committee’s role is to act on behalf of the

Board of Directors and oversee all material

aspects of the Group’s financial reporting,

internal control and audit functions. The

Committee’s role includes a particular process

on the qualitative aspects of financial reporting

to shareholders and on Group processes for

the management of business/financial risk and

for compliance with significant applicable legal,

ethical and regulatory requirements.

The Audit Committee has primary responsibility

for monitoring the quality of internal controls

and ensuring that the financial performance

of the Company is properly measured and

reported on. The responsibilities of the Audit

Committee include approving certain related

party transactions and identifying irregularities

in the management of the Company’s business,

through consultation with the Company’s

external auditor and by proposing remedial

measures to the Board of Directors.

The Audit Committee meets at least three times

a year.

Membership

Roland Waibel (Chair of the Audit Committee)

Trudy Schoolenberg

Louis Eperjesi

Edwin Bouwman

Responsibilities

• Financial reporting

• Narrative reporting

• Risks and controls

• External auditors

• Internal Audit

• External corporate financial and tax advisors

In exercising its role, the Directors have regard to the

recommendations put forward in the QCA Corporate

Governance Code. Roland Waibel is the Committee

member with recent and relevant audit experience.

For attendance at Audit Committee meetings

seeDirectors’ attendance record | Page 79

The Terms of Reference for the Audit Committee are available on the

Company’s website |

www.accsysplc.com/investors/corporate-governance

FINANCIAL STATEMENTS OVERVIEW

GOVERNANCE STRATEGIC REPORT

The Audit Committee considers the independence and objectivity of the external auditor on an annual basis with

particular regard to non-audit services. The Audit Committee is entitled to obtain, at Accsys’ expense, independent

legal, accounting or other professional advice on any matter it believes is necessary to do so.

Key matters addressed by the Committee during the year

Roland Waibel

Chair of the Audit Committee

25 June 2024

Financial reporting

• Reviewed the integrity of key financial

announcements (including the interim results)

• Reviewed the Annual Report and Financial

Statements to confirm the report as a whole was

fair, balanced and understandable

• Reviewed and discussed the External Auditor’s

reports to the Committee

• Reviewed the going concern basis of accounting

and the longer-term forecasts

• Reviewed the Key Accounting and Financial

reporting issues

Risk management

• Undertook a detailed review of the Group’s risk

risks are appropriately identified, evaluated and

mitigated, as appropriate. See Risk section from

page 40

• Effected a detailed review of the Group’s IT

security arrangements (strategy and posture)

• Ensured appropriate scrutiny of the Company’s IT

and cybersecurity arrangements, recognising that

Roland Waibel (Board member and Committee

Chair) has past experience in the implementation

of IT, information security and cybersecurity

Corporate governance

• Reviewed changes in the field of corporate

governance

External audit matters

• Having conducted a review of alternative options,

recommended reappointment of PwC asexternal

auditor for the financial year ending2024

• Reviewed the independence, objectivity and

effectiveness of the external auditor

• Reviewed the external audit plan taking account

of the scope, materiality and audit risks and

agreeing the audit fees

• Monitored the value of non-audit services

provided by the external auditor, ensuring the

services do not affect the auditors’ objectivity and

independence

Other areas of focus

• Recommendation of engagement of external

provider, Grant Thornton, to support the

Company’s internal audit activities

• Reviewed the effectiveness of the Company’s

ERPsystem

Audit Committee Report continued

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

In exercising its role, the Committee has regard

to the recommendations put forward in the

QCA Corporate Governance Code.

Dear Shareholder

As Chair of the Nomination Committee (the

Committee), I am pleased to present its report

for the year ended 31 March 2024. This report

provides a summary of the Committee’s

activities during the course of year. Stephen

Odell was Chair of the Committee for part of

the period under review and I extend my thanks

to him for his leadership during that time.

FY24 was a period of transition and evolution

for the Board and as such, a busy year for the

Committee. Following the announcement of the

departure of Stephen Odell in September 2023,

the Committee approved a recommendation

that I be appointed Interim Chair of the

Board with effect from the conclusion of

the September AGM. After due process and

shareholder consultation, I was later appointed

permanent Non-Executive Chair, and Chair of

the Nomination Committee with effect from

12December 2023.

During the year, we welcomed Steven Salo

to the Board as Chief Financial Officer on

1April 2024 and Dr Jelena Arsic van Os as

Chief Executive Officer on 1 July 2023. We also

welcomed on 1 August 2023 Roland Waibel

as an Independent Non-Executive Director,

and Edwin Bouwman, who joined the Board

on 12 December 2023 following the Company

entering into a Relationship Agreement with its

two largest shareholders, Hoogh Blarick BV and

Teslin Participaties Coöperatief. Also during

the year, Sue Farr, Sean Christie and

Nomination Committee Report

The Committee is responsible

for the orderly succession of

both the Board and senior

leadership positions and for

overseeing the development

of a diverse pipeline.”

Trudy Schoolenberg

Chair of the Nomination Committee

Membership

Trudy Schoolenberg (Chair of the Nomination

Committee)

Louis Eperjesi

Roland Waibel

Responsibilities

• Ensures there is a formal, rigorous and transparent

procedure for appointments to the Board;

• Leads the process for appointments and makes

recommendations to the Board;

• Assists the Board in ensuring its composition is

regularly reviewed and refreshed, taking into

account the length of service of the Board as a

whole, so that it is effective and able to operate in

the best interests of shareholders;

• Ensures plans are in place for orderly succession to

positions on the Board, the Company Secretary and

the Senior Leadership Team;

• Oversees the development of a diverse pipeline for

succession; and

• Works and liaises with other Board committees, as

appropriate, including the Remuneration Committee

in respect of any remuneration package to be

offered to new appointees of the Board.

For attendance at Nomination Committee meetings

see Directors’ attendance record | Page 79

The Terms of Reference for the Nomination Committee

are available on the Company’s website |

www.accsysplc.com/investors/corporate-governance

FINANCIAL STATEMENTS OVERVIEW

GOVERNANCE STRATEGIC REPORT

Alexander Wessels stepped down from the Board at the

conclusion of the AGM in September 2023 and at that

point also ceased to be members of the Committee.

In light of the challenges facing the Company during FY24,

it was decided to reduce the size of the Board with the

aim of improving efficiency.

Since the year end, as announced on 16 May 2024, Steven

Salo stepped down as Chief Financial Officer and Hans

Pauli (Accsys’ Director of Corporate Development) will

act as interim Chief Financial Officer whilst a search is

underway for the Chief Financial Officer role.

In addition to the above, the main focus of the Committee

this year has been on embedding our new Executives and

finalising the appointment and induction process of our

new Non-Executive Directors. As a Committee, we must

ensure that the Company attracts the best talent to lead

and drive our business forward and having attracted

the best, we must ensure the Company does all it can to

develop and retain them.

The rest of this report provides a summary of the focus and

activities of the Committee during the course of the year.

Board and Chair Independence

During the first part of the period reported, the Board

was chaired by Stephen Odell who, for a short period,

assumed the role of Executive Chair of the Board on an

interim basis from 1 April 2023, until the appointment of

Dr Jelena Arsic van Os as Chief Executive Officer on 1 July

2023. Following Jelena’s appointment, Stephen returned

to his prior role as Non-Executive Chair until he stepped

down on 20 September 2023. Thereafter, the Board, and

the Committee have been chaired by Trudy Schoolenberg

as Independent Non-Executive Director.

As at the date of this report, the Board comprises one

Executive Director, together with three Independent

Non-Executive Directors (including the Chair) and

one Non-Independent Non-Executive Director who

collectively provide constructive challenge, strategic

guidance and advice on key areas.

Appointments to the Board are controlled by the

Nomination Committee. The Committee’s Terms of

Reference state that a majority of Committee members

should be Independent Non-Executive Directors.

During FY24 and as at the date of this report, all serving

members of the Committee are Independent Non-

Executive Directors.

Role of the Committee

The Committee is responsible for the orderly succession

of both the Board and senior leadership positions and for

overseeing the development of a diverse pipeline.

Key matters discussed during the year

FY24 has been a significant year for Accsys in terms of

Board changes and the Committee lead the process for

the following significant appointments:

Appointment of Chief Executive Officer

Dr Jelena Arsic van Os joined the Board of Accsys on

27 June 2023 and become Chief Executive Officer on

1 July 2023.

Appointment of Chair

Following the departure of Stephen Odell at the

conclusion of the 2023 AGM, Trudy Schoolenberg was

appointed Interim Chair of the Board. Following due

process and consultation with shareholders, Trudy was

later appointed on a permanent basis as Non-Executive

Chair, and Chair of the Nomination Committee with effect

from 12 December 2023.

Appointment of Non-Executive Directors

Roland Waibel was appointed as Independent

Non-Executive Director on 1 August 2023. Edwin

Bouwman was appointed as a Non-Independent Non-

Executive Director on 12December 2023 pursuant to a

Relationship Agreement entered into on 21 November

2023 between the Company and its two largest

shareholders, Hoogh Blarick BV and Teslin Participaties

Coöperatief UA (the 'TDE Relationship Agreement'). You

can read more about Roland and Edwin under Board of

Directors on page 73.

Appointment of Senior Independent Director

Following the end of FY24, Louis Eperjesi was appointed

Senior Independent Director on 19 April 2024.

Nomination Committee Report continued

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Board appointments

The Committee Terms of Reference require the

Nomination Committee to give full consideration to

succession planning for both the Directors and the

Senior Leadership Team. In doing so, the Committee must

consider the challenges and opportunities facing the

Company as well as the skills, diversity (including diversity

of gender, social and ethnic backgrounds, cognitive and

personal strengths), and experience required on the

Board and Senior Leadership Team both now and in the

future. The length of service of the Board as a whole and

the need for its membership to be refreshed is regularly

reviewed. All Board appointments are made on an

objective basis, and having due regard to the Company’s

obligations under the Relationship Agreement.

Executive Director appointment process

1. Independent search consultants

2. Review of the balance of skills, knowledge,

independence, diversity and experience

required was conducted by the Committee

3. Shortlist of candidates was compiled and

reviewed by the Committee

4. Interviews were held

5. The Committee recommended the candidates

for appointment to the Board

6. The Board reviewed and approved the

candidates for appointment

Non-Executive Director

appointmentprocess

1 Tenure is calculated on number of complete years to 30 June 2024.

0-3 years

6–9 years

4–6 years 0

Length of Tenure

of Directors

Board gender Board Independence

Independent 3

Non-Independent 2

Male 3

Female 2

Senior manager gender

Male 5

Female 1

1. Evaluate Board

composition of the

Board and determine

ideal capabilities of

proposed appointee.

Evaluate the Board’s skills,

experience, independence,

diversity and knowledge

and utilise this to develop a

specification which reflects the

role and specific capabilities

required.

2. Determine long

list of potential

candidates.

Appoint suitable external

recruitment advisors with the

necessary expertise. Identify a

long list of potential candidates

based on, amongst other things,

experience, merit and diversity.

3. Refine short list of

potential candidates

and complete

interviews.

Determine a short-list and

invite the potential candidates

to complete a formal interview

process. Interview process

facilitated by various Board

members but in particular the

Chair, the SID and the Chief

Executive Officer.

4. Consideration

and approval

by Nomination

Committee.

Nomination Committee to

consider the short-listed

candidates and feedback from

the interview process.

Determine the preferred

candidate and recommend their

appointment to the Board for

approval.

5. Consideration and

approval by Board of

preferred candidate.

Board to consider, and if

thought fit, approve the

proposed appointment of the

preferred candidate. Market

announcement and formalities.

FINANCIAL STATEMENTS OVERVIEW

GOVERNANCE STRATEGIC REPORT

2024 Board and Committee evaluation

In accordance with best practice and the requirements

of the QCA Code, the Board undertakes annual

effectiveness reviews of the Board and its Committees.

Ordinarily an externally facilitated review would take

place every three years, with internal reviews conducted

in the interim years. It was intended that an external

effectiveness review take place during FY24, however,

due to extensive changes in the composition of the Board

during the period, a decision was taken to undertake

an internal evaluation, rather than the previously

contemplated external review on this occasion.

The internal evaluation was facilitated by the Company

Secretary working alongside the Chair, and took the form

of a detailed anonymous questionnaire which explored

the functionality, composition and strengths of the Board

as a whole as well as the relationship between Board

members and engagement with key stakeholders. Board

members were asked to complete the questionnaire

during Q4 FY24 and the consolidated results from the

questionnaires were then shared with the Board as a

whole in March 2024. It was determined that a detailed

evaluation of the Chair would not be included on this

occasion, given the relatively recent appointment of

the Chair.

Internal Board effectiveness review

1. Board agreed basis and scope of review

2. Tailored questionnaires distributed

to Board members

3. Board members considered and

completed questionnaires

4. Responses were compiled and presented to

Board by the Company Secretary

5. Board discussion on results

6. Agreed action plan of continuous improvement

7. Update to be provided in the Annual Report

for the year ending 2024

Key findings from the FY24 Board evaluation process and

the proposed initiatives to address recommendations are

summarised below.

FY24 progress FY25 enhancements

During FY24, the Board

made progress against

recommendations made in

the 2023 Board Evaluation

including:

• reviewing key Board

documentation; and

• enhancing ways of working

with new Executive

Directors.

During FY25, the Board

will review the 2024 Board

Evaluation results in more

detail, with expected actions to

include:

• ensure the Board continues

to have sufficient involvement

with setting and monitoring

the Company’s objectives

and strategy;

• ensure external evaluation

conducted for FY25; and

• measures to continuously

improve Board meetings and

other Board business.

Trudy Schoolenberg

Chair of the Nomination Committee

25 June 2024

Nomination Committee Report continued

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Remuneration Report

Our Policy is designed to

be simple and transparent,

aligned with delivering

our purpose led strategy,

and ultimately supporting

the creation of long-term

sustainable shareholder

value. Our aim is to always

consider the wider workforce,

our shareholders, and other

stakeholders by taking a

fair, prudent, and balanced

approach to remuneration.”

Louis Eperjesi

Chair of the Remuneration Committee

On behalf of the Board, I am pleased to

present our Remuneration Report for the

year ended 31 March 2024.

This report describes the work of the

Remuneration Committee and how it has

applied our current Remuneration Policy (the

Policy) that was approved by shareholders

at the 2021 AGM and with a vote in favour in

excess of 99%.

In line with the three-year renewal cycle

set out in the UK remuneration reporting

regulations, we will be seeking approval for

a new Policy at the 2024 AGM. Following a

review, the Remuneration Committee has

concluded that current Policy remains largely

fit-for-purpose. The new Policy is set out

on pages 104 to 109 and will be subject to a

binding vote at the 2024 AGM.

The remainder of the report sets out how we

propose to implement the new Policy for the

year ahead and describes how the current

Policy has been applied for the period ended

31 March 2024. This part of the report will be

subject to an advisory vote at our 2024 AGM.

For attendance at Remuneration Committee meetings

see Directors’ attendance record | Page 79

The Terms of Reference for the Remuneration Committee

are available on the Company’s website |

www.accsysplc.com/investors/corporate-governance

Membership

Louis Eperjesi

(Chair of the Remuneration Committee)

Trudy Schoolenberg

Edwin Bouwman (with effect from 12 December 2023)

Roland Waibel (with effect from 1 August 2023)

Stephen Odell, Sue Farr, Sean Christie and Alexander Wessels were

members of the Remuneration Committee during the period, until they

stepped down from the Board following the AGM on 20 September 2023.

FINANCIAL STATEMENTS OVERVIEW

GOVERNANCE STRATEGIC REPORT

Remuneration Report continued

Remuneration in the context of our

businessperformance and outcomes

forourkey stakeholders

As set out in detail in the Chair’s Statement, FY24 has

been a challenging year for Accsys. However, we remain

confident in the large market opportunity for our products.

Our investments made during the year in sales and

marketing began to show results in the fourth quarter and

we have reduced net debt following the successful capital

raise in November and tight working capital management.

Against a challenging market backdrop we have been

disciplined on pricing and maintained a high ASP. The

business has undergone an extensive transformation with

existing structures and processes simplified and new

operational KPIs implemented to drive performance.

The completion of Accoya USA is a major milestone

for Accsys. We are excited to see commissioning well

underway with production expected to commence in

the summer. When on stream this new facility provides

a production unit close to customers in the largest

potential market for Accoya. This represents a significant

growth opportunity for the business.

Our growth ambitions and progress against our strategic

priorities for growth are set out in our Strategic Report

from page 14.

Board changes

We announced on 4 April 2023 the appointment of

Dr Jelena Arsic van Os as our Chief Executive Officer

Designate. Dr Jelena Arsic van Os was appointed to

the Board with effect from 27 June 2023. Steven Salo

joined the business as Chief Financial Officer with

effect from 1 April 2023. The remuneration packages

on the appointment for each of Jelena and Steven were

described in the 2023 Remuneration Report.

As set out in the 2023 Remuneration Report, we also

agreed to make the following buy-out awards to Jelena in

respect of remuneration at her former employer that she

forfeited as a result of joining Accsys:

• an award over 131,557 shares in respect of forfeited

performance shares which had vested, with a value

equal to the value of the forfeited shares. This award

willvest on 27 June 2024, being the first anniversary

ofthe date on which Jelena commenced employment

with Accsys; and

• a payment of £78,700 in respect of forfeited bonus

otherwise payable in respect of the former employer’s

financial year ended 31 December 2022. This bonus was

paid by her former employer and will therefore not be

paid by Accsys.

The performance shares buy-out award is included in the

total remuneration earned by the CEO for the year ended

31March 2024 in the table on page 99.

As announced on 16 May 2024, Steven Salo stepped

down from his role as Chief Financial Officer with effect

from 15May 2024, at which point his service agreement

also came to an end. Details of his remuneration earned

in respect of FY24 are included in the table on page 99.

As he was a Director for the full financial year ended 31

March 2024, Steven continued to be eligible to earn a

bonus in respect of FY24, subject to the achievement of

the applicable performance measures. Further details are

described below and on page 101.

The Committee exercised discretion to treat Steven Salo

as a ‘Good Leaver’ for the in-flight LTIP award granted

on 27 July 2023. This LTIP award will vest on its normal

vesting date subject to the achievement of the applicable

performance conditions and a reduction to reflect the

cessation of employment being before the end of the

vesting period. To the extent it vests, the award will

remain subject to the two-year post-vesting holding

period. Further information is included on page 101 along

with information on certain other payments made to or to

be made to Steven following him leaving the business.

There have also been a number of Non-Executive Director

changes in the year. Trudy Schoolenberg assumed the

role of Interim Chair at the conclusion of the AGM on

20 September 2023 and was appointed as permanent

Non-Executive Chair with effect from 12 December 2023.

Edwin Bouwman was appointed to the Board with effect

from 12 December 2023 and Roland Waibel was appointed

to the Board with effect from 1 August 2023.

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Executive remuneration outcomes FY2024

For the year ended 31 March 2024, the maximum annual

bonus opportunity for Dr Jelena Arsic van Os and

Steven Salo was 125% of salary.

Details of the performance conditions are set out on page

100. Reflecting the financial performance of the Group

in the year and delivery against non-financial objectives,

Dr Jelena Arsic van Os earned a bonus of 21.2% of the

maximum, equivalent to 26.4% of salary (pro-rated to

reflect her period of service in the year). Steven Salo

earned a bonus of 21.2% of the maximum, equivalent to

26.4% of salary for the year.

The Committee believes this outcome is an appropriate

reflection of performance against objectives in the year

and no discretion was exercised in respect of the bonus

outcome. However, recognising that FY24 has not been

without its specific challenges for Accsys, the Committee

exercised its discretion and decided that all of the FY24

bonus earned should be paid in shares. None of the

bonus earned for FY24 will therefore be paid in cash. The

Executive Directors will instead be paid the bonus earned

in shares, of which 80% will vest on grant and 20% will

vest at the end of a two year deferral period.

Neither Dr Jelena Arsic van Os nor Steven Salo received

an LTIP award which vests in respect of performance

toFY24.

LTIP awards – grant 2023

2023 LTIP awards were granted to Dr Jelena Arsic van

Os, Steven Salo, and other participants on 27 July 2023.

The LTIP awards are nil priced options over Ordinary

shares of €0.05 each in the Company. Awards for FY24

were granted at the level of 125% of salary to Dr Jelena

Arsic van Os following her appointment as CEO in June

2023, rather than by reference to the fixed numbers of

shares determined for the former CEO. Steven Salo was

granted an LTIP award over 100% of salary, rather than

by reference to the fixed numbers of shares, following his

appointment as CFO on 1 April 2023. Further details of the

performance conditions are set out on page 100. As noted

above, when he left the business, Steven Salo retained

his LTIP award, which will vest subject to the satisfaction

of performance conditions and a pro-rated reduction to

reflect his departure from the business before the end of

the vesting period.

Overview of proposed Policy changes

As noted above, following a review of the current

Policy, the Remuneration Committee has concluded

that Policy remains largely fit-for-purpose.

• The overall structure of the remuneration package

will remain the same, with incentives delivered in the

form of an annual bonus (part of which is delivered in

deferred shares) and a performance based LTIP with

vesting based on performance conditions assessed

over three years followed by a two-year holding

period.

• No significant changes are proposed to the quantum

of the remuneration packages. The key change is in

relation to the articulation of the LTIP opportunity.

The Policy approved in 2021 provides for an annual

LTIP grant of 125% of salary for the CEO and 100%

of salary for the CFO in respect of FY22, with the

intention that the number of shares under each

grant would be fixed for each of FY23 and FY24

although with discretion to grant awards up to the

level of 300% of salary.

Under the new Policy, the ordinary annual LTIP

opportunity will remain at 125% of salary for the

CEO and 100% of salary for the CFO, with discretion

to grant awards of up to 300% of salary in line with

the current Policy. The reference to the number

of shares under each grant being fixed has been

removed.

• Other minor changes have been made to take

account of the practical operation of the new Policy

and changes in practice since the 2021 Policy was

approved.

FINANCIAL STATEMENTS OVERVIEW

GOVERNANCE STRATEGIC REPORT

Remuneration Report continued

Remuneration – at a glance and implementation of the Remuneration Policy for the year ending

31 March 2025

We operate a simple and transparent overall structure. The key components and features of our framework are

summarised in the table below together with a summary of how we propose to implement the new Policy for the

financial year ending 31 March 2025.

Salary • Salaries are normally reviewed annually by the Committee. Our approach is to set base salaries to reflect the individual’s

skills and experience, with increases for Executive Directors normally in line with those awards to the wider workforce,

although we have flexibility to award higher increases in appropriate circumstances.

• For FY25 the average salary increase for the wider workforce is 3%, effective 1 July 2024. However, no base salary

increase will be awarded for Dr Jelena Arsic van Os for FY25.

Benefits and

pension

• Benefits consist of private medical insurance and life insurance.

• The CEO also receives a £3,500 per month (net of tax) housing allowance up to July 2025. The additional benefit

allowances provided to Dr Jelena Arsic van Os were needed to secure her appointment taking into account that she

was recruited from the EU where the provision of additional benefit allowances is a standard part of the package. In line

with best practice, the additional benefit allowance does not count towards pension or the annual bonus or LTIP. We

believethese allowances are proportionate to the circumstancesandaligned with the approach taken by other UK listed

companies recruiting Executives from outside the UK. Furthermore, this is also consistent with our approach for other

employees hired from outside the UK where additional benefits allowances are provided on a case-by-case basis.

• Pension allowance of 8% of salary, aligned with other employees in the business in the UK.

Annual bonus • Maximum annual bonus opportunity of 125% of base salary.

• Target opportunity of 62.5% of salary.

• Based on a mix of financial, strategic and operational objectives, with stretching targets.

• 20% deferral into fixed number of shares for two years, strengthening alignment of executive and shareholder interests.

No leaver provisions.

• Malus and clawback provisions apply.

For the year ending 31 March 2025, payouts will be determined based on the delivery of stretching financial, operational,

and personal objectives with the weightings for the various components as set out in the following table. Steven Salo was

not eligible to earn an annual bonus for the part of the 2025 financial year for which he remained with the business.

Measure

Group

scorecard

weighting

Weighting

as % of

maximum

Total sales volumes 30% 27%

Adjusted Group EBITDA 30% 27%

Cash flow generation 30% 27%

ESG 10% 9%

Sub-total – Group objectives: 100% 90%

Personal objectives 10%

The Committee believes that the underlying targets are commercially sensitive and cannot be disclosed at this stage.

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Long-term

incentive plan

• As described above, for FY25 Dr Jelena Arsic van Os will be granted an award of options at the level of 125% of salary.

• The number of shares that vest will be subject to performance measured over a period of three years. Details of the

targets and weightings are set out below.

• Vested awards will be subject to an additional two-year holding period, aligned with best practice for UK-listed and

Dutch companies and in excess of typical practice for AIM-listed companies.

• Malus and clawback provisions apply.

The performance conditions for the LTIP awards to be granted in FY25 are set out below.

Weighting

(% of award) Threshold Maximum

Vesting (% of maximum) 25% 100%

Relative Total Shareholder Return (TSR)

30% Median Upper quartile

Adjusted EBITDA per share in FY27 40% €0.07 €0.13

Cumulative cash generation

30% €0 cash inflow €10m cash inflow

1. TSR measured based on Relative TSR performance compared to companies in the AIM Index excluding financial services and natural

resources companies with opening TSR based on average TSR for 1 month to 31 March 2024 and end TSR based on one month

average to 31 March 2027.

• Vesting is on a straight-line basis between: threshold and maximum.

• Appropriate adjustments may be made to ensure fair and consistent performance measurement over the performance period in

line with the business plan and intended stretch of the targets at the point of award.

2. Cumulative cash generation is calculated on net cash flow excluding loan and interest payments.

The Committee also has the ability to exercise discretion to make adjustments to the formulaic vesting outcome if it considers it

appropriate to do so, including if the formulaic outcome: does not reflect performance during the vesting period; is not appropriate

in the context of circumstances that were unexpected or unforeseen at the grant date; materially deviates from the intention of the

Directors’ Remuneration Policy.

Shareholding

guidelines

Executive Directors are expected to build up and retain a shareholding of at least 250% of salary for the CEO and 225%

ofsalary for the CFO.

Our Policy retains the flexibility to offer incentive award opportunities exceeding those set out above if appropriate

in the circumstances. It retains the discretions for the Committee to provide a maximum bonus opportunity up to

the formal cap of 200% of salary in respect of a particular financial year or to make annual LTIP awards of up to

300% of salary.

FINANCIAL STATEMENTS OVERVIEW

GOVERNANCE STRATEGIC REPORT

Remuneration Report continued

Non-Executive Directors

The fees for the Non-Executive Directors (NED) for FY24 and proposed fees for FY25 are set out in the table

below. Noincrease is proposed to the base fee. It is proposed that the fee for the SID, Audit Committee Chair and

Remuneration Committee Chair would be increased to £8,400, £8,000 and £8,000 respectively with effect from

1July2024.

Metric

Year ending

March 2025

Year ended

March 2024

Chair fee £97,000 See note below

Base NED fee £45,000 £45,000

Additional fees:

Non-UK Resident Non-Executive Director Fee £4,000 £4,000

Senior Independent Director £8,400 £5,400

Committee chair per Committee £8,000 £5,400

1. As disclosed in the Directors’ Remuneration Report for the year ended 31 March 2023, the former Chair Stephen Odell received a salary of £26,400 per month

in the period from 1 April 2023 to 30 June 2023 to reflect his role as Executive Chair, with his fee returning to £97,000 per annum with effect from 1 July 2023

when his role reverted to that of Non-Executive Chair. Trudy Schoolenberg’s Chair fee with effect from 20 September 2023 was set at £97,000 (in line with the

former Chair).

With effect from 17 September 2021, Non-UK resident Non-Executive Directors‘ fees are supplemented by an additional

fee of £4,000 p.a. to take account of the additional time commitment required by non-UK resident Accsys Non-

Executive Directors (including but not limited to travelling to Board meetings). Trudy Schoolenberg receives this fee in

addition to her Chair fee (on the same basis as other non-UK resident Accsys Non-Executive Directors).

2024 AGM

The Remuneration Committee remains committed to operating remuneration arrangements which align with our

strategic priorities and the best interests of our stakeholders. We believe the approach we have adopted is appropriate

and responsible and I look forward to receiving your support at our AGM.

Yours sincerely

Louis Eperjesi

Chair of the Remuneration Committee

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Remuneration received by Directors in the year ended 31 March 2024 (audited)

Directors’ remuneration for FY24 for those who served as Directors in that financial year (and the remuneration of any such

Director for FY23) is shown in the following tables. Therefore, in line with the UK reporting regulations, those Directors

who served during FY23 but not during FY24 (Robert Harris, William Rudge and Nick Meyer) are not included in the table

for FY23 included below.

Currency

Salary

/ Fees

Benefits

in Kind

Pension

Buy-out

award

Total

Fixed

Remuner-

ation

Annual

Bonus

LTIPs

Vested /

Expected

to Vest

Total

Variable

Remuner-

ation

FY24 Total

Remuner-

ation

FY24 Total

Remuner-

ation

EUR

Executive Directors

Dr Jelena Arsic van Os

£ 292 40 23 137 492 77 – 77 569 664

Steven Salo

£ 265 11 21 – 297 70 – 70 367 426

Non–Executive Directors

Sean Christie

£ 24 – – 24 – – – 24 28

Sue Farr

£ 21 – – 21 – – – 21 25

Trudy Schoolenberg

£ 80 – – 80 – – – 80 92

Stephen Odell

£ 101 – – 101 – – – 101 115

Alexander Wessels

£ 26 – – 26 – – – 26 30

Louis Eperjesi

£ 48 – – 48 – – – 48 55

Edwin Bouwman

£ 15 – – 15 – – – 15 17

Roland Waibel

£ 36 – – 36 – – – 36 41

Currency

Salary

/ Fees

Benefits

in Kind

Pension

Total

Fixed

Remuner-

ation

Annual

Bonus

LTIPs

Vested /

Expected

to Vest

Total

Variable

Remuner-

ation

FY23 Total

Remuner-

ation

FY23 Total

Remuner-

ation

EUR

Executive Directors

Dr Jelena Arsic van Os

£ – – – – – – – – –

Steven Salo

£ – – – – – – – – –

Non–Executive Directors

Sean Christie

£ 50 – – 50 – – – 50 57

Sue Farr

£ 44 – – 44 – – – 44 51

Trudy Schoolenberg

£ 54 – – 54 – – – 54 62

Stephen Odell

£ 95 – – 95 – – – 95 110

Alexander Wessels

£ 54 – – 54 – – – 54 62

Louis Eperjesi

£ 36 – – 36 – – – 36 41

Edwin Bouwman

£ – – – – – – – – –

Roland Waibel

£ – – – – – – – – –

Figures are shown in thousands. Figures are shown in the currency in which the majority of remuneration is received.

The final column converts remuneration into the Company’s reporting currency using the monthly exchange rate

when the costs are incurred.

1. Taxable benefits for the Executive Directors in the year included car allowance, private medical insurance, life insurance. The CEO also receives a £3,500 per

month housing allowance (net of tax) up to July 2025. The gross (before tax) values are shown in the table above in line with the UK reporting regulations.

2. The Buy-Out Award reflects an award granted to Dr Jelena Arsic van Os in respect of remuneration at her former employer that she forfeited as a result of

joining Accsys as described in the Directors’ Remuneration Report for the 2023 financial year and being an award over 131,557 shares in respect of forfeited

performance shares which had vested, with a value of €160,236 calculated by reference to the closing share price of €1.22 on 26 July 2023.

3. As noted below, neither Dr Jelena Arsic van Os nor Steven Salo received an LTIP award which vests in respect of performance to FY24.

4. Dr Jelena Arsic van Os was appointed to the Board with effect from 27 June 2023.

5. Steven Salo was appointed to the Board with effect from 1 April 2023.

6. Sue Farr, Sean Christie, Alexander Wessels and Stephen Odell stepped down from the Board following the AGM on 20 September 2023.

7. Trudy Schoolenberg assumed the role of Interim Chair at the conclusion of the AGM on 20 September 2023 and was appointed

as permanent Non-Executive Chair with effect from 12 December 2023.

8. Louis Eperjesi was appointed to the Board with effect from 14 June 2022.

9. Edwin Bouwman was appointed to the Board with effect from 12 December 2023.

10. Roland Waibel was appointed to the Board with effect from 1 August 2023.

FINANCIAL STATEMENTS OVERVIEW

GOVERNANCE STRATEGIC REPORT

Remuneration Report continued

Annual bonus for the year ended 31 March 2024 (audited)

For the year ended 31 March 2024, the maximum annual bonus opportunity for Dr Jelena Arsic van Os and Steven Salo

was 125% of salary, pro-rated in the case of Dr Jelena Arsic van Os to reflect her period of service in the year. The

payout was determined based on performance, taking into account the delivery of stretching financial and operational

objectives with the weightings for the various components as set out in the table below.

Group

scorecard

weightings

Out-turn

for Group

scorecard

Weighting

as % of

maximum

Out-turn

for CFO

Out-turn

for CEO

Group objectives:

Group EBITDA 52.9% 0% 45% 0% 0%

Cash generation 17.6% 0% 15% 0% 0%

Working capital management 11.8% 9% 10% 7.65% 7.65%

ESG Agenda development 5.9% 4% 5% 3.40% 3.40%

Strategic progress Kingsport 11.8% 6% 10% 5.10% 5.10%

Sub-total – Group objectives: 100% 19% 85% 16.2% 16.2%

Personal objectives

: 15% 5% 5%

Final bonus outcome (% of maximum) 21.2% 21.2%

Final bonus outcome (% of salary) 26.4% 26.4%

Bonus £value – paid 100% in shares £70,059 £77,330

1. Pay-out under the personal objectives was subject to an underpin relating to the Hull project and has been capped at 5% of maximum.

The detailed performance targets remain commercially sensitive and cannot be disclosed at this time.

Overall, the bonus outcome was 21.2% of the maximum (125%) equivalent to 26.4% of salary. The Committee believes

this outcome is an appropriate reflection of performance against objectives in the year and no discretion was exercised

in respect of the bonus outcome. However, recognising that FY24 has not been without its specific challenges for

Accsys, the Committee exercised its discretion and decided that all of the FY24 bonus earned should be paid in shares.

None of the bonus earned for FY24 will therefore be paid in cash. The Executive Directors will instead be paid the

bonus earned in shares, of which 20% will be delivered in deferred shares that would be expected to vest in July 2026.

LTIP vesting in respect of performance to the year ended 31 March 2024 (audited)

Neither Dr Jelena Arsic van Os nor Steven Salo received an LTIP award which vests in respect of performance to FY24.

Scheme interests awarded during the year (audited)

In line with the Policy, 2023 awards were made to the Executive Directors on 27 July 2023, as set out below.

Type of Award

Basis of

award

granted

Number of

shares under

award

Face value

of award

£000s

% of maximum

vesting for threshold

performance Performance period

Dr Jelena Arsic van Os

Nil cost

options

125% 499,488 487.5 25%

Three years to

31 March 2026

Steven Salo 100% 271,516 265 25%

Three years to

31 March 2026

1. Face value based on Share price of £0.976 being the average closing price of a share on AIM on the four days preceding the date of grant.

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

100

The performance targets for these awards are as follows:

Weighting

(% of award) Threshold Maximum

Vesting (% of maximum) 25% 100%

Underlying EBITDA per share in FY26 45% 18p 20p

Cumulative Revenue (FY24–FY26) 45% €500m €600m

ESG – Improvement in report ratings 10% FY26 S&P score improves to 49% FY26 S&P score improves to 52%

• Vesting is on a straight-line basis between the above points.

• Appropriate adjustments may be made to ensure fair and consistent performance measurement over the

performance period in line with the business plan and intended stretch of the targets at the point of award.

Payments to past Directors and payments forloss of office (audited)

The only payments for loss of office or payments to past Directors made during FY24 were to Robert Harris as

described in the FY23 Directors’ Remuneration Report. There are no other payments for loss of office or payments

to former Directors to be disclosed.

Information in relation to the remuneration arrangements associated with Steven Salo stepping down from the

Board and leaving the business on 15 May 2024 are set out below.

Steven Salo’s remuneration earned for FY24 is included in the table on page 99. Following the end of FY24,

• Mr Salo received his salary and benefits up to his last day of employment in the usual way.

• Mr Salo will receive a payment in lieu of his six month notice period, payable in three equal instalments in May,

June, and July 2024.

• He retained the LTIP award granted on 27 July 2023, which will remain subject to the rules of the LTIP and will vest

on its normal vesting date subject to the achievement of the applicable performance conditions and a reduction to

reflect the cessation of employment being before the end of the vesting period. To the extent it vests, the award

will remain subject to the two-year post-vesting holding period.

• Mr Salo received a payment of approximately £4,600 in respect of outstanding holiday entitlement. The Company

has made a payment of £1,250, plus VAT where relevant, in respect of legal expenses and associated costs.

• Mr Salo will not receive any other remuneration payment or payment for loss of office.

Statement of Directors’ shareholdings and share interests (audited)

Shares beneficially held

as at 31 March 2024 (or if

earlier the date on which

they ceased employment)

Vested but

unexercised LTIPs

Unvested LTIP

awards

Unvested

Deferred bonus

awards

Dr Jelena Arsic van Os 29,761 – 631,045 –

Steven Salo 16,393 – 271,516 –

Sean Christie 83,369 – – –

Sue Farr 35,000 – – –

Trudy Schoolenberg 88,888 – – –

Stephen Odell 40,650 – – –

Alexander Wessels – – – –

Louis Eperjesi – – – –

Edwin Bouwman – – – –

Roland Waibel – – – –

1. Includes shares held by connected persons.

2. The unvested LTIP awards consist of the 2023 LTIP awards and, in the case of Dr Jelena Arsic van Os, the shares subject to the Buy-Out Award granted

in respect of forfeited performance shares which had vested as described earlier in this report and in the Directors’ Remuneration Report for the 2023

financial year. The performance conditions for the 2023 LTIP awards are summarised earlier in this report. As set out above, Mr Salo retained the LTIP

awards granted on 27 July 2023, which will vest subject to the satisfaction of the performance conditions and a time based reduction to reflect the

cessation of employment before the end of the vesting period. The time pro-rated unvested LTIP awards held by Mr Salo following him leaving the business

on 15 May 2024 is 93,091. To the extent the awards vest, they will remain subject to the two year post-vesting holding period.

There have been no other changes in the beneficial holdings of the Directors between the year end and the date of

thisreport.

FINANCIAL STATEMENTS OVERVIEW

101

GOVERNANCE STRATEGIC REPORT

Remuneration Report continued

Relative importance of spend on pay

During the year ended 31 March 2024, the total pay for all Group employees decreased by 0.4% to €18,508,000 (2023:

€18,584,000). There were no dividends or share buybacks in either year.

FY24 FY23

Difference as a

percentage vs FY23

Remuneration for all employees €18,508,000 €18,584,000 (0.4)%

Annual percentage change in remuneration of Directors and employees

The following table has been prepared in accordance with the UK reporting regulations.

% change 2023/2024 % change 2022/2023 % change 2021/2022 % change 2020/2021

Salary/

fees Benefits

Annual

bonus

Salary/

fees Benefits

Annual

bonus

Salary/

fees Benefits

Annual

bonus

Salary/

fees Benefits

Annual

bonus

Executive Directors

Dr Jelena Arsic

van Os – – – – – – – – – – – –

Steven Salo – – – – – – – – – – – –

Non-Executive Directors

Sean Christie

2% – – 5% – – 7% – – (6%) – –

Sue Farr

2% – – 0% – – 1% – – (6%) – –

Trudy

Schoolenberg

49% – – 9% – – 12% – – (6%) – –

Stephen Odell

1,2

2% – – 6% – – – – – – – –

Alexander

Wessels

2% – – 14% – – 12% – – – – –

Louis Eperjesi

6% – – – – – – – – – – –

Edwin Bouwman – – – – – – – – – – – –

Roland Waibel – – – – – – – – – – – –

Average UK

employee 16% 14% 4% 11% 37% 68% (13%) (14%) (63%) (1%) 10% 14%

1. Sean Christie, Sue Farr, Stephen Odell and Alexander Wessels stepped down from the Board following the AGM on 20 September 2023. Their 2023/2024

remuneration has been annualised for comparison purposes.

2. Fees relating to Stephen Odell’s period serving as Executive Chair have been excluded from the table for comparison purposes.

3. Trudy Schoolenberg assumed the role of Interim Chair at the conclusion of the AGM on 20 September 2023 and was appointed as permanent Non-Executive

Chair with effect from 12 December 2023. The increase in remuneration in 2023/2024 reflects her role change.

4. Louis Eperjesi was appointed to the Board on 14 June 2022. His 2022/2023 remuneration has been annualised for comparison purposes.

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

102

Performance graph and CEO remuneration

The following graph shows the Company’s performance for the past ten years on the London Stock Exchange AIM

compared with the performance of the FTSE AIM All Share index. The FTSE AIM All Share index has been selected

for this comparison as it is a broad-based index which the Directors believe closely reflects the performance of

other companies with similar characteristics to the Company.

2014 2015 2016 20116 2017 2018 2019 2020 2021 2022 2023 2024

Accsys TSR index FTSE AIM All Share index

100

150

200

250

300

Since joining the Board on 27 June 2023, the CEO’s total remuneration together with the proportion attributable to

bonus or vested incentives is as set out in the table below:

2015

€’000

2016

€’000

2017

€’000

2018

€’000

2019

€’000

2020

(P.Clegg)

€’000

2020

(R.Harris)

€’000

2021

€’000

2022

€’000

2023

€’000

2024

(Stephen

Odell)

€’000

2024

(Dr Jelena

Arsic van Os)

€’000

Total remuneration 783 613 1,632 502 809 477 216 579 519 688 90 503

% of Bonus of Total 54% 36% 18% 32% 26% 16% 38% 43% 27% 37% N/A 18%

% of Bonus Cap 68% 33% 48% 28% 36% 17% 33% 41% 21% 36% N/A 21%

% of vested LTIPs

maximum N/A N/A 58% N/A 50% 45% N/A N/A N/A N/A N/A N/A

Consideration of matters relating to Directors’ remuneration

The Remuneration Committee consists of Louis Eperjesi (Committee Chair with effect from 20 September

2023), Trudy Schoolenberg, Roland Waibel and Edwin Bouwman. Excluding Edwin Bouwman, all members of the

Remuneration Committee (including the Chair on appointment) are considered to be independent. Throughout the

year, Alexander Wessels, Sean Christie, Sue Farr and Stephen Odell were also members of the Committee until they

resigned from the Board following the 2023 AGM, with Alexander Wessels being Chair of the Committee until his

resignation. No individual was present when their own remuneration was beingdiscussed.

Following appointment in 2018, Deloitte LLP (Deloitte) continues to be engaged as independent adviser to the

Committee. The Committee is satisfied that Deloitte remains independent of the Company and that the advice

provided is impartial and objective. Deloitte is a founding member and signatory of the Code of Conduct for

Remuneration Consultants, details of which can be found at www.remunerationconsultantsgroup.com. Their total

feesfor the provision of remuneration services to the Committee during the financial year to 31 March 2024

were £24,550 (plus VAT).

FINANCIAL STATEMENTS OVERVIEW

103

GOVERNANCE STRATEGIC REPORT

Remuneration Report continued

Statement of voting at general meeting

The AGM held on 17 September 2021 included an ordinary resolution in respect of the approval of the Directors’

Remuneration Policy for the year ended31 March 2021. 100,572,490 (99.92%) votes were cast for the resolution,

81,332 against and 10,374,431 withheld.

At the AGM held on 20 September 2023, an ordinary resolution was passed in respect of the approval of the Directors’

Remuneration Report (excluding the Remuneration Policy) for the year ended 31March 2023. 107,503,125 (98.72%)

votes were cast forthe resolution, 1,389,403 against and 93,997 withheld.

Directors’ Remuneration Policy

This part of the Remuneration Report sets out our proposed Directors’ Remuneration Policy. The approach taken

by the Committee to the determination of the new Policy and the differences between the new Policy and the policy

approved by shareholders at the 2021 AGM are described in the statement from the Committee Chair on page 95.

The Policy will be put to a binding shareholder vote at the 2024 AGM to be held on 25 September 2024 and, subject to

shareholder approval, will take formal effect from the conclusion of the AGM.

Directors’ Remuneration Policy

Element Purpose and operation Maximum Performance measures

Base salary An appropriate level of fixed remuneration to

reflect the individual’s skills and experience.

Salaries are normally reviewed annually by

the Committee, taking into account relevant

factors that may include: individual performance,

corporate performance, changes to an individual’s

role and responsibilities, and appropriate

market data.

There is no prescribed maximum.

Any percentage increase to a salary

would normally be within or below the

range of increases awarded to the

wider workforce. Larger increases

may be awarded in circumstances

considered appropriate by the

Committee, such as an increase

in the size of the business or the

responsibilities of the role, or changes

in the competitive marketplace.

N/A

Benefits To provide a market competitive benefits package.

Benefits may comprise a car allowance, private

medical insurance (including for the Executive

Director’s spouse or civil partner and dependent

children), dental insurance, life insurance, income

protection and reimbursed business expenses

(including any associated tax liability) incurred in

performance of duties.

The Committee may determine that other benefits

be provided where appropriate (for example –

relocation costs).

There is no prescribed maximum.

The level of benefits is set at an

appropriate market rate.

N/A

Pension Contributions to a defined contribution pension

scheme. Executive Directors may be permitted to

take a cash supplement instead of some or all of

the contributions to a pension scheme.

The maximum level of pension

contribution (or cash allowance

in lieu, or combination of pension

contribution and cash allowance) for

Executive Directors will be aligned

with the contribution level for the

wider workforce in the relevant

country as determined by the

Committee.

Current contributions are 8% of

salary for the Executive Directors.

N/A

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

104

Element Purpose and operation Maximum Performance measures

Annual

Incentive Plan

To drive and reward the delivery of business

objectives for the financial year.

The bonus is discretionary and any payout

is determined by the Committee following

assessment of the performance conditions.

Targets are set and assessed by the Committee

each year.

Normally no more than 80% of any bonus will be

paid in cash, with the balance paid in deferred

shares. The Committee may permit the deferral of

a greater proportion of any bonus earned.

Deferred shares typically vest after two years with

no further performance conditions.

Malus and clawback and dividend equivalent

provisions apply (see notes to the table).

Amounts may be satisfied in cash, or at the

Committee’s discretion, shares (or instruments

related to the value of shares).

The ordinary maximum annual

opportunity for an Executive Director

is 125% of salary.

The Committee retains discretion

to provide a maximum opportunity

of up to 200% of salary in respect

of a particular financial year. The

Committee does not currently intend

to award a bonus opportunity in

respect of FY2025 in excess of 125%

of salary.

Awards will normally be based

on a combination of financial

and non-financial goals

measured over one financial

year, with at least 50% of the

maximum annual opportunity

normally assessed against

financial metrics.

Long Term

Incentive Plan

(LTIP)

To reward Executive Directors for the delivery of

long-term performance and align their interests

with shareholders.

Awards may be in the form of nil or nominal cost

options, or any other form which the Committee

considers has an equivalent economic effect.

Awards vest following assessment of the

performance conditions, which are ordinarily

measured over a period of at least three years.

Awards are subject to an additional holding period

of at least two years following the end of the three

year performance period. The holding period will be

structured either on the basis that: (1) the Executive

Director is not entitled to acquire shares until the

end of it; or (2) the Executive Director is entitled

to acquire shares following vesting but that (other

than as regards sales to cover tax liabilities and any

exercise price) the Executive Director is not able to

dispose of those shares until the end of it.

Malus, clawback and dividend equivalent

provisions apply (see notes to the table).

The ordinary maximum value (as

determined by the Committee) of

shares over which an Award may be

granted to an Executive Director in

respect of a financial year is:

• 125% of salary for the CEO; and

• 100% of salary for an Executive

Director other than the CEO.

The Committee retains discretion

to make an award to any Executive

Director in respect of a financial

year over shares with a value (as

determined by the Committee) of up

to 300% of salary.

Performance targets are

ordinarily measured over

a period of at least three

financial years, using

performance measures

aligned to the delivery of

the strategy and long-term

shareholder value.

Subject to the Committee’s

discretion to amend the

formulaic outturn, 25% of

awards vests for attaining

a threshold level of

performance.

Non-financial performance

measures will normally

be subject to a financial

underpin.

Notes to the Policy table:

1. Deferred shares and LTIP awards which vest under this Policy may benefit from the right to receive an amount equal to the value of any dividends which would

have been paid on vested shares up to the time of vesting (or where the award is subject to a holding or deferral period, up to the time of release). These

dividend equivalents may assume the reinvestment of dividends into shares on such basis as the Committee determines.

2. The Annual Incentive Plan and LTIP contain malus and clawback provisions in the event of a material misstatement of results, censure by a regulatory authority

or any other serious damage to the Company reputation, or fraud or gross misconduct. The cash and, if applicable, share elements of the Annual Incentive Plan

may be clawed back for a period of three years from the date on which the Annual Incentive Plan payment is made. Awards under the LTIP may be cancelled or

reduced (prior to vesting), or clawed back for a period of three years post vesting.

3. The remuneration framework for other employees is based on broadly consistent principles used to determine the policy for Executive Directors. All executives

and senior managers are generally eligible to participate in some form of annual incentive arrangement. Participation in the LTIP is extended to executives,

senior managers and other key staff, with LTIP performance conditions generally consistent across all levels. Individual salary and pension levels and incentive

award sizes vary according to the level of seniority and responsibility.

4. The choice of the performance measures applicable to the Annual Incentive Plan and LTIP reflects the Committee’s view that incentives should be aligned to the

Group’s key financial and strategic objectives. For both the Annual Incentive Plan and the LTIP, the Committee sets challenging targets taking into account the

Board’s objectives for the business. The measures for the FY2025 AIP and LTIP awards are described in the statement from the Committee Chair on pages 93

to 95.

5. Performance conditions may be amended or substituted by the Committee if the Committee considers that an amended or substituted performance condition

is reasonable, appropriate and would not be materially less difficult to satisfy.

6. The Committee may use its discretion to adjust formulaic outturns under the Annual Incentive Plan and LTIP, within the range of the minimum to maximum

opportunity, including reducing an outturn to zero. The circumstances in which the Committee may exercise such discretion include if the Committee believes

that the vesting outturn that would otherwise apply does not reflect the underlying financial performance of the Group or Executive Director, that vesting

outturn is not appropriate in the context of circumstances that were unexpected or unforeseen, and if that vesting level would materially deviate from the

intention of this Policy.

7. The terms of any deferred shares or LTIP shares may be adjusted to take account of a Company reorganisation, such as a variation of capital, rights issue,

demerger or special dividend. All discretions available under the rules of any share plan operated by the Group will be available under this Policy, except where

expressly limited under this Policy. This includes that awards may be granted as cash based awards over a notional number of shares, and that share awards may

be settled in whole or in part in cash at the election of the Remuneration Committee; the Remuneration Committee would only use these cash provisions for

operational flexibility, for example if a regulatory restriction in any territory prevented the Company from offering shares to an Executive Director.

FINANCIAL STATEMENTS OVERVIEW

105

GOVERNANCE STRATEGIC REPORT

Remuneration Report continued

Shareholding guideline

To increase long term alignment between executives and shareholders, Executive Directors are expected to build up

and retain a beneficial holding of at least 250% of salary for the CEO and 225% of salary for the CFO. The Committee

retains discretion to vary the application of these guidelines in exceptional circumstances. Vested but unexercised LTIP

shares and shares representing any bonus which has been earned and has been delivered in shares will count towards

the guideline (on a net of assumed tax basis). It is anticipated that the level of shareholding set out in the guideline will

normally be met within five years of appointment as an Executive Director. The Committee will take into account LTIP

vesting levels and personal circumstances when assessing progress against the guideline.

Application of the Remuneration Policy

The potential payout under the Policy for Dr Jelena Arsic van Os under different illustrative performance scenarios is

set out below.

In illustrating the potential reward, the following assumptions have been made.

Fixed pay (payable in all

performance scenarios) Annual Bonus LTIP

Minimum performance Base salary (being the latest

known salary as at 1 April 2024).

Employer pension contributions

of 8% based on the latest known

salary.

Benefits as disclosed in the single

figure table on page 99 for the

year ending 31 March 2024,

annualised to reflect the CEO’s

part year of service in that year.

No bonus No LTIP vesting

Performance in line with

expectations

Bonus equal to 62.5% of

salary (50% of maximum)

LTIP vests equivalent to 62.5% of

salary (i.e. 50% of the maximum

award)

Maximum performance Bonus equal to 125% of salary

(maximum bonus earned)

LTIP vests equivalent to 125% of

salary (i.e. maximum vesting)

Maximum performance (plus

an assumed 50% increase

in the share price for the

purposes of the LTIP element)

Bonus equal to 125% of salary

(maximum bonus earned)

LTIP vests equivalent to 125% of

salary (i.e. maximum vesting) and an

assumed 50% increase in the share

price

100%

£474k

Minimum

performance

£1,449k

34%

32%

Maximum

performance

£1,692k

43%

29%

28%

Maximum performance plus

share price increase

25%

£961k

25%

50%

Performance in line

with expectations

Fixed Pay

Annual Bonus

LTIP

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

106

Recruitment Remuneration policy

The Company’s recruitment policy aims to give the Committee sufficient flexibility to secure the appointment and

promotion of high-calibre executives to strengthen the management team and secure the skill sets to deliver our

strategic aims.

The recruitment package for a new Executive Director would normally be set in accordance with the terms of the

Policy Table for Executive Directors. Circumstances in which other elements of remuneration may be awarded

include:

• an interim appointment being made to fill an Executive Director role on a short term basis;

• if exceptional circumstances require that the Chair or a Non-Executive Director takes on an executive function on

a short term basis; and

• if an Executive Director is recruited at a time in the year when it would be inappropriate to provide a bonus or

LTIP award for that year as there would not be sufficient time to assess performance; subject to the limit on

variable remuneration, the quantum in respect of the months employed during the year may be transferred to the

subsequent year so that reward is provided on a fair and appropriate basis.

Salaries would be set at an appropriately competitive level to reflect the skills and experience of the individual and

the scope of their role and their potential to lead the Company’s growth agenda. The Committee may agree that the

Company will meet certain relocation expenses as it considers appropriate.

Where an individual forfeits remuneration in respect of a previous employment or engagement as a result

of appointment to the Company, the Committee may offer compensatory payments or awards to facilitate

recruitment. Any such payments or awards would be in such form as the Committee considers appropriate and

would normally reflect the nature, time horizons, and performance requirements attaching to that remuneration.

There is no limit on the value of such compensatory awards, but the Committee’s intention is that the value awarded

would be, in the view of the Committee, no higher than the amount forfeited (as determined by the Committee).

For an internal appointment, any variable pay element awarded in respect of the prior role may either continue on

its original terms or be adjusted to reflect the new appointment as appropriate.

Directors’ service contracts

The notice period under the service contract of Dr Jelena Arsic van Os is summarised in the following table:

Name

Notice period from

individual (months)

Notice period from

Company (months)

Jelena Arsic van Os

6 6

1 The notice period under Jelena Arsic van Os’ service contract is 12 months (from either party) until 27 June 2024, at which point it reduces to the six

months referred to in the table above.

Executive Directors’ service contracts, which do not contain expiry dates, provide that compensation provisions

for termination without notice will include salary and provide that sums may be paid in instalments and decrease or

cease if the individual finds an alternative role. The Committee may also include in any such payment an amount in

respect of benefits and/or pension.

The Company’s general policy on recruiting a new Executive Director is to provide a service contract terminable

after six months. However the Committee reserves the right to introduce a longer notice period (of up to 12

months) which would reduce to six months over time. Provisions for compensation for termination would normally

follow those described above. Directors’ service contracts are kept available for inspection at the Company’s

registered office.

FINANCIAL STATEMENTS OVERVIEW

107

GOVERNANCE STRATEGIC REPORT

Termination policy summary

When determining leaving arrangements for an Executive Director the Committee takes into account any contractual

agreements including the provisions of any incentive arrangements, typical market practice and the performance and

conduct of the individual.

In addition to a payment in lieu of notice referred to above, a departing Executive Director may be eligible for incentive

awards, which will be treated in accordance with the rules of the relevant plan, as summarised in the table below:

Incentive plan Summary of leaver provisions

Annual Incentive

Plan

In certain ‘good leaver’

circumstances, an individual may remain eligible for an annual bonus with respect to the

financial year of cessation (pro-rated for time, unless the Committee determines otherwise). Any payment will remain

subject to performance (as determined by the Committee) and is normally payable after the end of the financial year.

The Committee retains discretion to pay the annual bonus early and not to apply deferral, but would do so only in

compassionate circumstances.

Deferred shares will normally continue on cessation of employment, other than in the event of gross misconduct. If an

award continues, the Committee has discretion to disapply the deferral period in appropriate circumstances.

LTIP Unvested Awards

Unvested awards normally lapse on cessation of employment.

However, in certain ‘good leaver’

circumstances, as defined in the Plan rules, awards will be retained. In such

circumstances:

• awards will normally vest on their original vesting date;

• the Committee will determine the extent of vesting based on the assessment of the performance conditions in the

ordinary way;

• awards will be reduced pro-rata to reflect the proportion of the vesting period that has elapsed at cessation,

unless the Committee determines otherwise; and

• awards will normally remain subject to the holding period.

Alternatively, in good leaver circumstances, the Committee may determine that awards should vest when the

participant ceases employment.

Vested Awards

Vested awards (i.e. awards that are in their holding period) will normally continue and remain subject to the holding

period, other than in the event of dismissal for gross misconduct or fraud when they will lapse. If an award continues,

the Committee has discretion to disapply the holding period in appropriate circumstances.

1 Death, injury, ill-health, disability, or the sale of their employing entity out of the Group, or for any other reason at the Committee’s discretion.

The Committee reserves the right to make any other payments in connection with a Director’s cessation of office

or employment where the payments are made in good faith in discharge of an existing legal obligation (or by way of

damages for breach of such an obligation) or by way of settlement of any claim arising in connection with the cessation

of a Director’s office or employment or for any accrued holiday pay, fees for outplacement assistance and/or the

Director’s legal and/or professional advice fees in connection with their cessation of office or employment.

Change of control

In the event of a change of control of the Company:

• A payment under the Annual Incentive Plan shall be determined by applying the performance targets (on such basis

as the Committee considers appropriate) and calculated on an appropriate time pro-rata basis.

• Deferred shares and LTIP awards will vest. Deferred shares would vest in full. The proportion of LTIP awards

which shall vest will be determined at the discretion of the Committee having regard to the extent to which the

performance targets have been achieved and, unless the Committee determines otherwise, the proportion of the

vesting period that has elapsed. Any holding period will cease to apply. Alternatively, the Committee may permit or

require awards to be rolled-over into equivalent awards from the acquiring company.

Remuneration Report continued

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

108

Policy Table for Non-Executive Directors (NEDs)

Element Purpose and operation Maximum

Performance

measures

Chair and NEDs Fees for the Chair and for the NEDs are set by the Board

(excluding the NEDs).

Fees are based on the responsibilities and time

commitment of the role. Fees include a base fee and may

include additional fees for other Board or Committee

duties. Supplementary fees may be paid for other

responsibilities or time commitments.

Fees are paid in cash. NEDs are not eligible to participate

in incentive arrangements or receive pension provision or

other benefits.

Non-Executive Directors may be reimbursed for business

expenses (and any associated tax liabilities) incurred in

performance of duties and may be eligible to receive

benefits such as the use of secretarial support, assistance

with the preparation of tax returns, or other benefits that

may be appropriate.

There is no prescribed maximum

annual increase or fee level.

Fee levels are reviewed on a

periodic basis, with reference to

the time commitment of the role

and market levels in companies of

comparable size and complexity.

N/A

NED contracts

The NEDs, including the Chair, have letters of appointment which set out their duties and responsibilities.

Appointments may be terminated by three months’ notice on either side.

Name

Unexpired term

(months)

Trudy Schoolenberg 33

Louis Eperjesi 12

Edwin Bouwman 30

Roland Waibel 25

Consideration of employment conditions elsewhere in the Group

As explained in the general policy section of the Remuneration Policy, the Committee takes into account Group-

wide pay and employment conditions. The Committee reviews the average Group-wide base salary increase and

bonus costs and is responsible for all discretionary and all-employee share arrangements. The Committee did not

consult directly with employees in preparing the Directors’ Remuneration Policy, but feedback on reward policies is

gathered through a number of means, including discussions with the Works Council at the Company’s site in Arnhem

which is where the majority of the employees are based.

Consideration of shareholder views

The Committee engaged with major shareholders in respect of the renewal of the Remuneration Policy in 2024.

During each year, the Committee considers shareholder feedback received in relation to the AGM, plus any

additional feedback received through other means of dialogue. The Committee also regularly reviews the

implementation of the Policy in the context of published shareholder guidelines.

Legacy arrangements

The Committee reserves the right to make any remuneration payments and/or payments for loss of office (including

exercising any discretion available to it in connection with such payments) notwithstanding that they are not in line

with the Policy set out above where the terms of the payment were agreed: (i) prior to the Policy set out above

coming into effect; (ii) during the term of, and were consistent with, any previous policy approved by shareholders;

or (iii) at a time when the relevant individual was not a Director of the Company and, in the opinion of the Committee,

the payment was not in consideration for the individual becoming a Director of the Company. For these purposes,

‘payments’ includes the satisfaction of awards of variable remuneration and, in relation to an award over shares, the

terms of the payment are agreed at the time the award is granted.

FINANCIAL STATEMENTS OVERVIEW

109

GOVERNANCE STRATEGIC REPORT

Directors’ Report

for the year ended 31 March 2024

Registered number: 05534340

Registered office address:

4th Floor, 3 MoorgatePlace, London, EC2R 6EA

Incorporated in: England and Wales

Type: Public Limited Company

Accsys Technologies PLC has securities admitted to

trading on London Stock Exchange AIM and listed

and admitted to trading on Euronext Amsterdam.

Principal activities

The principal activities of the Group are the production

and sale of Accoya solid wood and Tricoya wood elements,

technology and product development, as well as the

licensing of technology for the production and sale of

Accoya and Tricoya via the Company’s subsidiaries: Titan

Wood Limited, Titan Wood B.V., Titan Wood Technology

B.V., Titan Wood Inc., Accoya Color UK Limited, Tricoya

Technologies Limited, Tricoya UK Limited, Accsys Jersey

Limited, Accsys (Accoya USA) Holdings LLC, Accsys

USA Holdings Inc and its joint venture Accoya USA,

LLC (collectively the ‘Group’). Manufactured through

the Group’s proprietary acetylation processes, these

products exhibit superior dimensional stability and

durability compared with alternative natural, treated and

modified woods as well as more resource intensive man-

made materials.

A review of the business is set out in the Chair’s

Statement on page 04 and the CEO Review onpage16.

Strategic Report

The Strategic Report, which can be found on pages 14

to 69, sets out the Group’s strategy, business model, key

performance indicators; and a description of the principal

risks and uncertainties; and the main trends and factors

likely to affect the future development, performance and

position of the Group’s business.

Board of Directors

The Directors of the Company during the year and up to

the date of signing the financial statements were:

Geertrui Schoolenberg (known as Trudy Schoolenberg)

Jelena Arsic van Os (appointed Director on 27 June 2023)

Alexander Wessels (ceased being a Director on

20September 2023)

Louis Eperjesi

Roland Waibel (appointed Director on 1 August 2023)

Edwin Bouwman (appointed Director on

12December2023)

Steven Salo (appointed Director on 1 April 2023;

ceasedbeing a Director on 15 May 2024)

Stephen Odell (ceased being a Director on

20September2023)

Susan Jane Mair (known as Sue Farr, ceased being

aDirector on 20 September 2023)

Michael Christie (known as Sean Christie, ceased being

aDirector on 20 September 2023)

The Directors are pleased to present their report

together with the audited consolidated financial

statements for the year ended 31 March 2024.

The Company has chosen, in accordance with s414C (11)

of the Companies Act 2006, to provide disclosures and

information in relation to a number of matters which are

covered elsewhere in this Annual Report and Accounts.

The Corporate Governance Report approved by the

Board is provided on pages 78 to 80 and the Sustainability

Report on pages 46 to 63 are incorporated by reference

into this Directors’ Report. The Company elects to

report under the Quoted Company Alliance Corporate

Governance Code.

Statutory information

Information required to be part of the Directors’ Report

can be found elsewhere in this document, as indicated

in the table below, and is incorporated into this report

byreference:

Topic Section of Annual Report

Page

number

Stakeholder engagement

• Statement of engagement

with employees

• Statement of engagement

with other business

relationships

Stakeholder Engagement 64

Financial instruments Note 32 of the financial

statements

165

Greenhouse gas emissions

(‘GHG’)

Sustainability Report 50

Corporate Governance

Statement 2024

Corporate Governance

Report

Environmental matters Sustainability Report 48

Social and community issues Sustainability Report 52

Principal risks and

uncertainties

Strategic Report 40

Research and development Finance Review

Sustainability Report

Financial statements

114

Charitable donations Sustainability Report 52

Directors’ interest in shares Remuneration Report 101

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

110

All Directors will stand for election or re-election at the

2024 AGM.

For more information on the Board of Directors, including their

biographies | See pages 72 to 73

Directors’ indemnities

The Company maintains Directors’ and Officers’ liability

insurance which gives appropriate cover for legal action

brought against its Directors. The policy was in force

throughout the period and at the date of the approval of

these financial statements.

Employment policies

The Group promotes diversity and inclusion with

respect to recruitment and selection, from training and

development, through appraisal and promotion and to

retirement. It is our policy to promote an environment

free from discrimination, harassment and victimisation,

where everyone receives equal treatment regardless

of gender, race, religion or belief, disability, age, marital

status, pregnancy or maternity or sexual orientation.

All decisions relating to employment practices will be

objective, free from bias and based solely upon work

criteria and individual merit.

Information on the gender ratio of our employees is

available in the Sustainability section on page 52.

Disabled employees

The Group gives full consideration to applications

for employment from disabled persons when the

requirements of the role can be adequately fulfilled.

Where existing employees become disabled, it is the

Group’s policy to provide continuing employment under

normal terms and conditions whenever possible. More

information regarding our approach to diversity and

inclusion can be found on this page.

Likely future developments

Details of likely future developments can be found in the

section marked ‘The year ahead’, contained in the Chair’s

Statement on page 77.

Political donations

There were no political donations made during the year or

the previous year.

Post balance sheet events

On 16 May 2024, Steven Salo stepped down from his

role as Chief Financial Officer. A search is underway for

a replacement. During this period, Hans Pauli will act as

Interim CFO. Has has been with the Group for over 14

years in various roles, amongst others as CFO from 2010

to 2012. There have been no other material events since

31 March 2024 and the date of this report.

Share capital

The Company’s issued share capital comprises Ordinary

shares of €0.05 each which are admitted to trading on

London Stock Exchange AIM and listed and admitted

to trading on Euronext Amsterdam. As at 31 March

2024, the Company’s issued share capital comprised

239,518,372 Ordinary shares.

For more information see note 25 to the financial

statements | See page 159

Share issues

During the year, the Company issued 20,136,679

Ordinary shares as follows:

• In November 2023, 19,144,281 Ordinary shares were

issued to raise gross proceeds of approximately

€13.2 million (€12.7 million less expenses).

• Between July 2023 and May 2024, 568,107 Ordinary

shares were issued following the exercise of nil cost

options granted under the Company’s 2013 Long Term

Incentive Plan (‘LTIP’).

• In February 2024, following the subscription by

employees in the prior year for shares under the

Employee Share Participation Plan (the ‘Plan’), 202,059

shares were issued as ‘Matching Shares’ at nominal

value under the Plan.

• In July 2023, a total of 222,232 of shares were allotted

to the Company’s Employee Benefit Trust (EBT) in

relation to one-off incentivisation awards for certain

employees. The terms of the award to relevant

employees require the shares to be held on trust by

the EBT until July 2024, subject to relevant employees

remaining in employment during the prioryear.

Results and dividends

The consolidated statement of comprehensive income

for the year is set out on page 125.

The Directors do not recommend the proposal of a final

dividend in respect of the current year, consistent with

the prior year.

FINANCIAL STATEMENTS OVERVIEW

111

GOVERNANCE STRATEGIC REPORT

Directors’ Report continued

As disclosed in the announcement made by the Company

on 21 November 2023 (the “2023 Capital Raise RNS”), the

participation of Teslin Participates Coöperatief U.A and

De Engh BV Limited in the Capital Raise (as defined and

particularised in the 2023 Capital Raise RNS) constituted

a transaction which was considered to be subject to AIM

Rule 13 of the AIM Rules for Companies.

Going concern

The Directors have formed a judgement, at the time

of approving the financial statements that there is a

reasonable expectation that the Group has access to

adequate resources to continue in operational existence

for at least the next 12 months. Further details are set out

in note 1 to these financial statements.

Independent auditors

PricewaterhouseCoopers LLP (PwC) has been the

external auditor of the Company since April 2011.

Statement of Directors’ Responsibilities

The Directors confirm to the best of their knowledge:

• The Group financial statements have been prepared

in accordance with international accounting standards

in conformity with the requirements of the Companies

Act 2006 and in accordance with international financial

reporting standards adopted pursuant to Regulation

(EC) No 1606/2002, as it applies in the European Union

and give a true and fair view of the assets, liabilities,

financial position and profit or 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.

Amendment of the Articles

The Company’s Articles of Association may only be

amended by a special resolution at a general meeting

of shareholders. No amendments are proposed to

be made to the existing Articles of Association at the

forthcomingAGM.

Approved by the Board and signed on its behalf by:

Nick Hartigan

Company Secretary

25 June 2024

Principal risks and uncertainties

The business, financial condition or results of operations

of the Group could be adversely affected by any of the

risks set out in the Strategic Report. The Group’s systems

of control and protection are designed to help manage

and control risks to an appropriate level rather than to

eliminate them.

The Directors consider that the principal risks to

achieving the Group’s objectives are set out in the

Strategic Report.

Health and safety (‘H&S’)

Health and safety is a priority at all levels of the Group,

in particular taking into account the chemical industry

in which Accsys operates. Group companies have a

responsibility to ensure that all reasonable precautions

are taken to provide and maintain working conditions for

employees and visitors alike, which are safe, healthy and in

compliance with statutory requirements and appropriate

codes of practice.

The avoidance of occupational accidents and illnesses is

given a high priority. Detailed policies and procedures are

in place to minimise risks and ensure appropriate action

is understood in the event of an incident. Dedicated

health and safety personnel are retained at the Group’s

manufacturing facilities.

The Board oversees health and safety operations and

activities through receiving regular updates from the

Senior Leadership Team on H&S matters.

Significant shareholdings

So far as the Company is aware (further to formal

notification), the following shareholders held legal or

beneficial interests in Ordinary shares of the Company

exceeding 3% as at 31 March 2024:

Shareholder

Number of

Ordinary shares/

voting rights

Percentage

of Ordinary

Teslin Participaties Coöperatief U.A. 35,720,981 14.91

De Engh B.V. 34,343,727 14.34

BGF 19,061,806 7.96

VP Participaties B.V. 14,150,000 5.91

Janus Henderson Investors 10,845,655 4.53

London & Amsterdam Trust

Company 10,802,462 4.51

Decico 10,274,132 4.29

ABN Amro Private Banking 8,330,215 3.48

Rabobank 8,246,305 3.44

Stichting DeGiro 8,114,785 3.39

Saxo Bank 7,606,499 3.18

INEOS Acetyls Investments Limited 7,500,000 3.13

ING Bank 7,496,688 3.13

There are no restrictions in respect of voting rights.

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

112

Statement of Directors’ Responsibilities

in respect of the financial statements

The Directors are responsible for preparing the Annual

Report and the financial statements in accordance with

applicable law and regulation.

Company law requires the Directors to prepare financial

statements for each financial year. Under that law the

Directors have prepared the Group financial statements

in accordance with UK-adopted international accounting

standards and the Company financial statements in

accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting

Standards, comprising FRS 101 ‘Reduced Disclosure

Framework’, and applicable law).

The Group has also prepared financial statements

in accordance with international financial reporting

standards adopted pursuant to Regulation (EC) No

1606/2002 as it applies in the European Union and the

Dutch Financial Markets Supervision Act.

Under company law, Directors must not approve the

financial statements unless they are satisfied that they

give a true and fair view of the state of affairs of the

Group and Company and of the profit or loss of the Group

for that period. In preparing the financial statements, the

Directors are required to:

• select suitable accounting policies and then apply them

consistently;

• state whether applicable UK-adopted international

accounting standards and international financial

reporting standards adopted pursuant to Regulation

(EC) No 1606/2002 as it applies in the European Union

have been followed for the Group financial statements

and United Kingdom Accounting Standards, comprising

FRS 101 have been followed for the Company financial

statements, subject to any material departures

disclosed and explained in the financial statements;

• make judgements and accounting estimates that are

reasonable and prudent; and

• prepare the financial statements on the going concern

basis unless it is inappropriate to presume that the

Group and Company will continue in business.

The Directors are responsible for safeguarding the

assets of the Group and Company and hence for taking

reasonable steps for the prevention and detection of

fraud and other irregularities.

The Directors are also responsible for keeping adequate

accounting records that are sufficient to show and explain

the Group’s and Company’s transactions and disclose with

reasonable accuracy at any time the financial position of

the Group and Company and enable them to ensure that

the financial statements and the Directors’ Remuneration

Report comply with the Companies Act 2006.

The Directors are responsible for the maintenance

and integrity of the Company’s website. Legislation in

the United Kingdom governing the preparation and

dissemination of financial statements may differ from

legislation in other jurisdictions.

The Directors are responsible for presenting the

consolidated financial statements in compliance with the

requirements set out in the Delegated Regulation 2019/815

on European Single Electronic Format (‘ESEF Regulation’).

Directors’ confirmations

The Directors consider that the Annual Report and

Accounts, taken as a whole, is fair, balanced and

understandable and provides the information necessary

for shareholders to assess the Group’s and Company’s

position and performance, business model and strategy.

Each of the Directors, whose names and functions

are listed under Board of Directors on pages 72 & 73

confirm that, to the best of their knowledge:

• the Group financial statements, which have

been prepared in accordance with UK-adopted

international accounting standards and international

financial reporting standards adopted pursuant to

Regulation (EC) No 1606/2002 as it applies in the

European Union, give a true and fair view of the

assets, liabilities, financial position and loss of the

Group;

• the Company financial statements, which have

been prepared in accordance with United Kingdom

Accounting Standards, comprising FRS 101, give a

true and fair view of the assets, liabilities and financial

position of the Company; and

• the Strategic Report (including but not limited to the

Chief Executive Officer’s statement, Business Review

and Finance Review) includes a fair review of the

development and performance of the business and the

position of the Group and Company, together with a

description of the principal risks and uncertainties that

it faces.

In the case of each Director in office at the date the

Directors’ Report is approved:

• so far as the Director is aware, there is no relevant

audit information of which the Group’s and

Company’s auditors are unaware; and

• they have taken all the steps that they ought to have

taken as a Director in order to make themselves

aware of any relevant audit information and to

establish that the Group’s and Company’s auditors

are aware of that information.

This confirmation is given and should be interpreted

in accordance with the provisions of s418 of the

Companies Act 2006.

This responsibility statement was approved by the

Board of Directors on 25 June 2024 and is signed

on its behalf by:

Jelena Arsic van Os Roland Waibel

Chief Executive Officer Non-Executive Director

FINANCIAL STATEMENTS OVERVIEW

113

GOVERNANCE STRATEGIC REPORT

FINANCIAL

STATEMENTS

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| Accsys Technologies PLC | Annual Report and Financial Statements 2024

Financial Statements

116 Independent Auditors’ Report to the members of

Accsys Technologies PLC

125 Consolidated Statement of Comprehensive Income

126 Consolidated Statement of Financial Position

127 Consolidated Statement of Changes in Equity

128 Consolidated Statement of Cash Flow

129 Notes to the Financial Statements

169 Company Statement of Financial Position

170 Company Statement of Changes in Equity

171 Notes to the Company Financial Statements

Shareholder Information

178 Shareholder Information

OVERVIEW

115

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCEFINANCIAL STATEMENTS GOVERNANCE

Independent Auditors’ Report to the members of

Accsys Technologies PLC

Report on the audit of the financial statements

Opinion

In our opinion:

• Accsys Technologies PLC’s Group financial statements and Company financial statements (the “financial statements”)

give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 March 2024 and of the

Group’s loss and the Group’s cash flows for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK-adopted international

accounting standards as applied in accordance with the provisions of the Companies Act 2006;

• the Company financial statements have been properly prepared in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure

Framework”, and applicable law); and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and

the Dutch Financial Markets Supervision Act.

We have audited the financial statements, included within the Annual Report and Financial Statements (the “Annual

Report”), which comprise: the Consolidated and Company Statements of Financial Position as at 31 March 2024; the

Consolidated Statement of Comprehensive Income, the Consolidated Statement of Cash Flow, and the Consolidated

and Company Statement of Changes in Equity for the year then ended; and the notes to the financial statements,

comprising material accounting policy information and other explanatory information.

Our opinion is consistent with our reporting to the Audit Committee.

Separate opinion in relation to international financial reporting standards adopted

pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union

As explained in note 1 to the financial statements, the Group, in addition to applying UK-adopted international

accounting standards, has also applied international financial reporting standards adopted pursuant to Regulation (EC)

No 1606/2002 as it applies in the European Union.

In our opinion, the Group financial statements have been properly prepared in accordance with international financial

reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”), International

Standards on Auditing issued by the International Auditing and Assurance Standards Board (“ISAs”) and applicable

law. Our responsibilities under ISAs (UK) and ISAs are further described in the Auditors’ responsibilities for the audit

of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Independence

We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of

the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest

entities, and the International Code of Ethics for Professional Accountants (including International Independence

Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we have fulfilled our

other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by either the FRC’s Ethical

Standard or Article 5(1) of Regulation (EU) No 537/2014 were not provided.

We have provided no non-audit services to the Company or its controlled undertakings in the period under audit.

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Our audit approach

Overview

Audit scope

• We performed full scope audits over three reporting units, audit work over material financial statement line items

for four reporting units including the joint venture entity in North America which cumulatively accounted for 100%

(2023: 100%)of the Group’s revenue.

• The UK based Group audit team maintained regular contact with our component team in the Netherlands throughout

the planning and execution of their work. The audit in respect of the North America subsidiary business was carried

out by the Group team in the UK.

Key audit matters

• Impairment of non-current assets (Group)

• Recoverability of investments in subsidiary undertakings (Company)

Materiality

• Overall Group materiality: 1,350,000 EUR (2023: 1,600,000 EUR) based on 1% of Total Revenue.

• Overall Company materiality: 1,280,000 EUR (2023: 1,520,000 EUR) based on 1% of Total Assets but capped at 95%

ofGroup materiality.

• Performance materiality: 1,012,500 EUR (2023: 1,200,000 EUR) (Group) and 960,000 EUR (2023: 1,140,000 EUR)

(Company).

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.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the

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) identified by the auditors, 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, and any comments we make on the results of our procedures thereon, 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.

The key audit matters below are consistent with last year.

OVERVIEW

117

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

Key audit matter How our audit addressed the key audit matter

Impairment of non-current assets (Group)

At 31 March 2024 the Group carried €4.2m of goodwill (2023:€4.2m),

€5.8m of other intangible assets (2023: €6.3m), and €93.5m of

tangible fixed assets (2023: €106.1m) all of which are material.

Refer to note 15 & 16. Management is required to perform an

annual impairment review of goodwill and perform an impairment

assessment when a trigger has been identified in accordance with

IAS 36. The carrying value of non-current assets are contingent

on future cashflows of the underlying cash generating units

(‘CGUs’) and if there is a risk that these cash flows do not meet the

Directors’ expectations, the non-current assets will be impaired.

Theassessment over the recoverable amount of the underlying CGUs

is judgemental and includes a number of key assumptions, changes

to which could result in a materially different outcome. Following

management’s assessment, an impairment of €7.0m was booked

to reduce the carrying value of the Tricoya CGU to its recoverable

amount due to continued uncertainty over the timing of completion

of the Hull Plant. The key assumptions underpinning this assessment

included timing of the hold period, discount rate, long term growth

rate, production and sales volumes and price. We focussed on this

area because of the inherent judgement and estimation uncertainty

involved in determining the key assumptions.

In respect of the impairment charge booked, we assessed the

methodology for determining the recoverable amount of the CGUs.

Weassessed the appropriateness of the discount rate and assumptions

applied and assessed the reasonableness of the impairment charge

calculated. We satisfied ourselves that it was appropriate. The

headroom in the Accoya CGU was significant and therefore, our audit

work primarily focussed on the Tricoya CGU given the decision to

pause the development of the plant. We satisfied ourselves that the

forecasts were reasonable and had been prepared with appropriate

Board involvement and represented the Directors’ current view of likely

outcome. With the assistance of our valuation experts we tested the

value-in-use models, including challenging management forecasts and

key assumptions particularly around the timing of the Hull plant hold

period as well as the additional cost required for completion. Wealso

considered other key assumptions such as production and sales

volume, price and discount rate, and found that these assumptions

were reasonable. We assessed the mathematical accuracy and integrity

of the impairment models and determined that the impairment charge

had been appropriately calculated. Given the estimation uncertainty

inherent in the impairment calculations,the financial statements

include a sensitivity analysis (refer to note16). Having re-performed the

sensitivity calculations and considered whether any other sensitivities

might be more appropriate, we are satisfied that the financial

statements adequately disclose the potential risk of future impairment

and reversal. We satisfied ourselves that any reasonable possible

change that results in a material adjustment to the impairment charge

had been considered.

Recoverability of investments in subsidiary undertakings (Company)

Refer to note 4 in the Parent Company financial statements.

The Parent Company had €27.3m of investments in subsidiary

undertakings. There is a risk that the performance of the subsidiary

undertakings is not sufficient to support their carrying value and

the assets may be impaired. As part of their considerations the

Directors compared the carrying amount of the investment to their

recoverable amount using a value in use model. Having performed

this assessment, no impairment was recognised.

We evaluated management’s assessment and considered the

consistency with other audit procedures performed. We verified

that the inputs to the assessment were mathematically accurate and

compared the carrying value of the investments to the recoverable

amounts determined by the value in use model. Based on our work

we found that the Directors’ view that there was no impairment to

recognise was appropriate.

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How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough 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 Company, the accounting

processes and controls, and the industry in which they operate.

We tailored the scope of our audit to ensure that we performed enough 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 Company, the accounting

processes and controls, and the industry in which they operate.

The Group’s accounting process is structured around a central finance function based in the UK. The accounting

records for each of the territories in which the Group operates is managed through the central finance function

except for the Netherlands entity which maintains their own accounting records and reports to the central finance

function through the submission of management reporting packs. We used our component auditor (PwC Netherlands),

who are familiar with the local laws and regulations, to perform an audit of the complete financial information in

respect of the subsidiary. In order to direct and supervise the component audit, the Group engagement team sent

detailed instructions to the local audit team. These included communication of the areas of focus and other required

communications. The consolidation, financial statement disclosures and a number of complex items were audited by the

Group engagement team in the UK. These areas included the going concern assessment, share based payments, tax

accounting and impairment assessment in respect of non-current assets. Taken together,these procedures gave us the

evidence we needed for our opinion on the financial statements as a whole.

The impact of climate risk on our audit

We made enquiries of management to understand their process to assess the extent of the potential impact of

climate change risks on the Group and its financial statements. We used our knowledge of the Group to consider

the completeness of the risk assessment, giving consideration to both physical and transition risks. Management has

outlined within their Strategic Report their sustainability goals, highlighting a focus on producing sustainable wood

products that are responsibly sourced from certified sustainable, well managed and fast growing forests. This has been

factored into their strategy and future business plans. Whilst the impact of climate change is uncertain there were no

indications that the useful lives of the assets are currently impacted by climate change. We also read the disclosures

made in relation to climate change, in the other information within the Annual Report, and considered their consistency

with the financial statements and our knowledge from our audit.

OVERVIEW

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STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for

materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the

nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and

inevaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Financial statements – Group Financial statements – Company

Overall materiality 1,350,000 EUR (2023: 1,600,000 EUR). 1,280,000 EUR (2023: 1,520,000 EUR).

How we determined it 1% of Total Revenue 1% of Total Assets but capped at 95% of Group materiality

Rationale for

benchmark applied

Given that the business is in a growth stage, revenue

was considered the most appropriate measure to

use and is a generally accepted benchmark.

The Company is a non-trading holding Company and

accordingly we conclude that total assets is an appropriate

benchmark.

For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group

materiality. The range of materiality allocated across components was 510,000 EUR to 1,280,000 EUR. Certain

components were audited to a local statutory audit materiality that was also less than our overall Group materiality.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of

uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality

in determining the scope of our audit and the nature and extent of our testing of account balances, classes of

transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2023:

75%) of overall materiality, amounting to 1,012,500 EUR (2023: 1,200,000 EUR) for the Group financial statements and

960,000 EUR (2023: 1,140,000 EUR) for the Company financial statements.

In determining the performance materiality, we considered a number of factors - the history of misstatements, risk

assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of

our normal range was appropriate.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit

above 67,500 EUR (Group audit) (2023: 80,000 EUR) and 64,000 EUR (Company audit) (2023: 76,000 EUR) as well as

misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going

concern basis of accounting included:

• Understanding of the approach adopted by management through discussions with appropriate individuals within and

outside the finance function and in particular with the Interim Group CFO.

• Tested the integrity of the model used for the going concern assessment covering the period through to

30September 2025, by recalculating certain outputs and checking the mathematical accuracy of the formulas within

the model. We also agreed the forecasts used to the FY25 board approved budget, tested the accuracy of the inputs

of the model by agreeing back to source documentation and obtained the loan agreements and recomputed the

financial covenants in the models.

• Discussions with management to understand the status of the Hull Tricoya plant and the decision and ability to delay

any further development of the plant for two years.

• Using our knowledge from the audit and the assessment of management’s ability to forecast accurately, we applied

our own stress test to management’s severe but plausible downside and in particular to the expected sales volumes

as well as funding required into the US joint venture.

• We have assessed the appropriateness of disclosures within the Annual Report in note 1 of the Group financial

statements and note 1 of the Company financial statements in respect of going concern and are satisfied that they

are appropriate and disclose the risks associated with the Group’s future financial performance and its impact on loan

covenant compliance.

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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 and the 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.

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.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the

Group’s and the Company’s ability to continue as a going concern.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the

relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and

our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial

statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the

extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency

or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement

of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.

With respect to the Strategic report and Directors Report, we also considered whether the disclosures required by the

UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain

opinions and matters as described below.

Strategic report and Directors’ Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report

and Directors Report for the year ended 31 March 2024 is consistent with the financial statements and has been

prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the Group and Company and their environment obtained in the course

of the audit, we did not identify any material misstatements in the Strategic report and Directors Report.

Directors’ Remuneration

In our opinion, the part of the Remuneration Report to be audited has been properly prepared in accordance with the

Companies Act 2006.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for the preparation

of the financial statements in accordance with the applicable framework and for being satisfied that they give a true

and fair view. The directors are also responsible for such internal control as they 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 the 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 the Company or to cease operations, or

have no realistic alternative but to do so.

OVERVIEW

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STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

The directors are responsible for presenting and marking up the consolidated financial statements in compliance

with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format

(“ESEFRegulation”).

Auditors’ 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 auditors’ report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

ISAs (UK) and ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or

error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these financial statements.

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.

Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with

laws and regulations related to UK corporate tax legislation, UK employment legislation and equivalent local laws and

regulations applicable to the component team, and we considered the extent to which non-compliance might have a

material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent

manipulation of the financial statements (including the risk of override of controls), and determined that the principal

risks were related to posting inappropriate journal entries to achieve desired financial results and management bias in

accounting estimates. The Group engagement team shared this risk assessment with the component auditors so that

they could include appropriate audit procedures in response to such risks in their work. Audit procedures performed

by the Group engagement team and/or component auditors included:

• Gaining an understanding of the legal and regulatory framework applicable to the Group and the industry in

which it operates and considering the risk of acts by the Group which were contrary to applicable laws and

regulations,including fraud. We held discussions with Group management and the Group’s legal counsel,including

consideration of known or suspected instances of non-compliance with laws and regulation, that could give rise to a

material misstatement in the Group and Company financial statements.

• Challenging assumptions and judgements made by management in its significant accounting estimates,in particular in

relation to the going concern assessment, the refinance of Group finance facilities and impairment of assets.

• We did not identify any key audit matters relating to irregularities, including fraud. We also addressed the risk of

management override of internal controls, including testing journals, and evaluated whether there was evidence of

bias by the directors that represented a risk of material misstatement due to fraud.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances

of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the

financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not

detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional

misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using

data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than

testing complete populations. We will often seek to target particular items for testing based on their size or risk

characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from

which the sample is selected.

A further description of our responsibilities for the audit of the financial statements in accordance with ISAs (UK)

is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our

auditors’report.

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As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism

throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated 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 and Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and

related disclosures made by management.

• Conclude on the appropriateness of management’s 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 and 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

consolidated 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 to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the

disclosures, and whether the consolidated 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 and Company to express an opinion on the consolidated financial statements. We are responsible

for the direction, supervision and performance of the Group and Company 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 also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other matters that may

reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or

safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most

significance in the audit of the consolidated 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.

It is also our responsibility to assess whether the consolidated financial statements have been prepared, in all material

respects, in compliance with the requirements laid down in the ESEF Regulation.

Use of this report

This report, including the opinions, has been prepared for and only for the Company’s members as a body in

accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these

opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or

into whose hands it may come save where expressly agreed by our prior consent in writing.

OVERVIEW

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Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not obtained all the information and explanations we require for our audit; or

• adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been

received from branches not visited by us; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• the Company financial statements and the part of the Remuneration Report to be audited are not in agreement with

the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

Following the recommendation of the Audit Committee, we were appointed by the members on 8 September 2011 to

audit the financial statements for the year ended 31 March 2024 and subsequent financial periods. The period of total

uninterrupted engagement is 14 years, covering the years ended 31 March 2024 to 31 March 2024.

Report on other legal and regulatory requirements

We have checked the compliance of the consolidated financial statements of the Group as at 31 March 2024 with the

relevant statutory requirements set out in the ESEF Regulation that are applicable to financial statements. That is, for

the Group:

• The consolidated financial statements are prepared in a valid xHTML format;

• The XBRL markup of the consolidated financial statements uses the core taxonomy and the common rules on markups

specified in the ESEF Regulation.

• In our opinion, the consolidated financial statements of the Group as at 31 March 2024, identified as

213800HKRFK8PNUNV581-2024-03-31-en.zip, have been prepared, in all material respects, in compliance with the

requirements laid down in the ESEF Regulation.

Jonathan Lambert (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

25 June 2024

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Note

		2024	2024	2024	2023	2023	2023
		€’000	€’000	€’000	€’000	€’000	€’000
			Exceptional			Exceptional
		Underlying	items*	Total	Underlying	items*	Total
Accoya wood revenue		12 3 ,1 39	–	1 2 3 ,13 9	143 , 493	–	14 3, 493
Tricoya panel revenue		4 ,13 4	–	4 ,1 3 4	1 , 3 74	–	1 , 3 74
Licence revenue		77	–	7 7	32 9	–	32 9
Other revenue		8, 820	–	8,820	1 6, 82 2	–	16 ,82 2
Total revenue	3	1 36 ,170	–	136 ,170	162,018	–	162,018
Cost of sales		(9 5, 28 7)	–	(95, 287)	(106 ,852)	–	(106 ,852)
Gross profit		40,883	–	40,883	55,1 66	–	55,1 66
Other operating costs	4	(4 1 , 9 2 7)	(8, 20 0)	(50,127)	(3 9, 8 7 8)	(8 7, 4 5 3)	(1 2 7, 3 3 1)
Operating (loss)/profit	8	(1, 0 4 4)	(8, 20 0)	(9, 24 4)	15, 288	(8 7, 4 5 3)	(7 2 ,16 5)
Finance income	9	138	–	13 8	–	–	–
Finance expense	10	(4 , 4 1 8)	530	(3,888)	(3 , 224)	9, 3 50	6 ,12 6
Share of net loss from joint venture
accounted for using the equity method	28	(4 , 1 0 0)	–	(4, 1 0 0)	(1,036)	–	(1,036)
(Loss)/Profit before taxation		(9, 4 2 4)	(7, 6 7 0)	(1 7, 0 9 4)	11,028	(78,103)	(67 ,075)
Tax expense		(76 5)	–	(76 5)	(2 ,7 87)	–	(2 ,787)
(Loss)/Profit for the year		(10,189)	(7, 6 7 0)	(1 7, 8 5 9)	8, 241	(78,103)	(6 9, 8 6 2)
Items that may be reclassified to profit or loss
Gain/(loss) arising on translation of foreign operations		2	–	2	(6 1)	–	(6 1)
Gain/(loss) arising on foreign currency
cash flow hedges		–	–	–	42	–	42
Total other comprehensive (loss)/gain		2	–	2	(19)	–	(19)
Total comprehensive gain/(loss) for the year		(10 ,1 87)	(7, 6 7 0)	(1 7, 8 5 7)	8,222	(78,103)	(6 9, 8 8 1)
Total comprehensive gain/(loss) for the year is attributable to:
Owners of Accsys Technologies PLC		(10 ,1 8 7)	(7, 6 7 0)	(1 7, 8 5 7)	9, 5 0 9	(4 8 , 5 6 6)	(39,057)
Non-controlling interests		–	–	–	(1, 2 87)	(2 9,5 37)	(3 0, 82 4)
Total comprehensive gain/(loss) for the year		(10 ,1 87)	(7, 6 7 0)	(1 7, 8 5 7)	8, 222	(78,103)	(6 9, 8 8 1)
Basic profit/(loss) per ordinary share	13	€(0 .0 4)		€(0. 08)	€0.0 5		€(0 .19)
Diluted profit/(loss) per ordinary share	13	–		–	€0 .0 4		–

* See note 5 for details of exceptional items.

The notes on pages 129 to 168 form an integral part of these financial statements.

Consolidated Statement of Comprehensive Income

for the year ended 31 March 2024

OVERVIEW

125

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

Registered Company 05534340

Note

		2024	2023
		€’000	€’000
Non-current assets
Intangible assets	15	10 ,0 48	10,491
Investment accounted for using the equity method	28	3 1, 68 5	30 ,8 59
Property, plant and equipment	16	9 3 , 474	106,051
Right of use assets	17	3 ,7 36	4,04 4
Financial asset at fair value through profit or loss	18	–	–
		13 8 ,94 3	1 51, 4 4 5
Current assets
Inventories	21	2 5 , 74 3	2 9, 9 4 6
Trade and other receivables	22	1 7, 6 1 2	18,075
Cash and cash equivalents	29	27 ,427	26,5 93
Corporation tax receivable		250	4 59
		71 ,032	75 ,073
Current liabilities
Trade and other payables	24	(18 ,7 97)	(2 5 , 8 9 6)
Obligation under lease liabilities	17	(69 0)	(9 80)
Short term borrowings	29	–	(9, 5 0 0)
Corporation tax payable		(6 , 7 1 9)	(6,082)
		(26 , 2 0 6)	(4 2 , 4 5 8)
Net current assets		4 4, 826	3 2 , 61 5
Non-current liabilities
Obligation under lease liabilities	17	(3 ,6 4 8)	(3 ,755)
Other long term borrowings	29	(6 0 , 2 0 4)	(5 6 ,42 0)
Financial guarantee	31	–	–
Financial liability at amortised cost	23	(1,102)	(1, 38 3)
		(6 4 , 9 5 4)	(61 , 5 5 8)
Net assets		118,815	12 2, 50 2
Equity
Share capital	25	11 , 9 76	1 0 ,96 3
Share premium account		262, 394	250,7 17
Other reserves	26	1 1 4 , 74 3	1 1 4 , 74 3
Accumulated loss		(2 70 ,42 1)	(2 54,0 42)
Own shares		(8)	(8)
Foreign currency translation reserve		131	129
Capital value attributable to owners of Accsys Technologies PLC		118,815	12 2, 50 2
Non-controlling interest in subsidiaries	27	–	–
Total equity		118,815	12 2, 50 2

The financial statements on pages 125 to 168 were approved by the Board of Directors on 25 June 2024 and signed on

its behalf by

Jelena Arsic van Os Roland Waibel

Director Director

Consolidated Statement of Financial Position

as at 31 March 2024

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

126

							Total equity
					Foreign		attributable
	Share				currency		to equity	Non-
	capital	Share	Other	Own	translation	Accumulated	shareholders of	Controlling	Total
	Ordinary	premium	reserves	Shares	reserve	Loss	the company	interests	Equity
	€000	€000	€000	€000	€000	€000	€000	€000	€000
Balance at 31 March 2022	9, 6 3 8	22 3, 32 6	114,70 1	(6)	1 90	(2 10, 5 05)	13 7, 3 4 4	3 5, 526	172 ,870
Loss for the year	–	–	–	–	–	(39 ,038)	(39,038)	(3 0, 824)	(6 9, 8 6 2)
Other comprehensive
gain/(loss) for the year	–	–	42	–	(61)	–	(19)	–	(19)
Share based payments	–	–	–	–	–	366	36 6	–	366
Shares issued	731	–	–	(2)	–	(22)	707	–	707
Premium on shares issued	–	19 ,526	–	–	–	–	19,526	–	19,526
Share issue costs	–	(1,086)	–	–	–	–	(1,086)	–	(1,086)
Acquisition of subsidiary
shares from non-controlling interests	594	8,951	–	–	–	(4 , 8 4 3)	4 ,70 2	(4,702)	–
Balance at 31 March 2023	10 ,9 6 3	250,717	1 1 4 , 74 3	(8)	129	(25 4,042)	122 ,5 02	–	122 ,5 02
Loss for the year	–	–	–	–	–	(1 7, 8 5 9)	(1 7, 8 5 9)	–	(1 7, 8 5 9)
Other comprehensive
gain/(loss) for the year	–	–	–	–	2	–	2	–	2
Share based payments	–	–	–	–	–	1 ,4 80	1,480	–	1,48 0
Shares issued	1,013	–	–	–	–	–	1,0 13		1,013
Premium on shares issued	–	12 , 319	–	–	–	–	12 , 3 19	–	12 , 319
Share issue costs	–	(6 4 2)	–	–	–	–	(6 4 2)	–	(6 42)
Acquisition of subsidiary
shares from non-controlling interests	–	–	–	–	–	–	–	–	–
Balance at 31 March 2024	1 1 ,9 76	262 ,394	1 1 4 , 74 3	(8)	13 1	(27 0, 42 1)	118,8 15	–	118,815

Share capital is the amount subscribed for shares at nominal value (note 25).

Share premium account represents the excess of the amount subscribed for share capital over the nominal value of

these shares, net of share issue expenses. Share issue expenses comprise the costs in respect of the issue by the

Company of new shares.

See note 26 for details concerning Other reserves.

Non-controlling interests relate to the previous investment of various parties into Tricoya Technologies Limited and

Tricoya UK Limited. The Group purchased the remaining shareholding in the Tricoya entities in the prior year (see note

27).

Foreign currency translation reserve arises on the re-translation of the Group’s USA subsidiary’s net assets which are

denominated in a different functional currency, being US dollars.

Accumulated losses represent the cumulative loss of the Group attributable to the owners of the parent.

The notes on pages 129 to 168 form an integral part of these financial statements.

Consolidated Statement of Changes in Equity

for the year ended 31 March 2024

OVERVIEW

127

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

Consolidated Statement of Cash Flow

for the year ended 31 March 2024

	2024	2023
	€’000	€’000
(Loss)/profit before taxation	(1 7, 0 9 4)	(67 ,075)
Adjustments for:
Amortisation of intangible assets	828	780
Depreciation of property, plant and equipment, and right of use assets	8, 751	7, 5 1 2
Impairment loss	7 ,000	86,000
Net finance expenses/(income)	3,7 50	(6 , 1 2 6)
Equity-settled share-based payment expenses	1,4 8 0	36 6
Accsys portion of Licence fee received from joint venture	–	300
Share of net loss of joint venture	4,1 0 0	1,036
Currency translation losses/(gains)	10 8	(70)
Cash inflows from operating activities before changes in working capital	8 ,9 2 3	22 ,723
(Increase)/decrease in trade and other receivables	393	(1 ,1 5 4)
(Increase)/decrease in inventories	4,203	(9, 5 9 6)
Increase/(decrease) in trade and other payables	(6 ,403)	4,673
Net cash from operating activities before tax	7, 1 1 6	16 ,6 4 6
Tax received	81	87
Net cash from operating activities	7, 1 9 7	16 ,7 33
Cash flows from investing activities
Investment in property, plant and equipment	(3,090)	(2 9, 7 7 3)
Foreign exchange deal settlement related to hedging of Hull Capex	–	(81)
Investment in intangible assets	(385)	(4 3 7)
Investment in joint venture	(4 , 9 2 6)	(28 ,9 7 9)
Net cash (used in) investing activities	(8,401)	(59 ,270)
Cash flows from financing activities
Proceeds from loans	9,9 0 1	10, 000
Other finance costs	(3 6)	(250)
Interest Paid	(2 , 7 74)	(2 ,42 9)
Repayment of lease liabilities	(1,0 4 4)	(94 0)
Repayment of loans/rolled up interest	(1 7 ,000)	–
Proceeds from issue of share capital	13, 332	20, 25 8
Share issue costs	(6 4 2)	(1,086)
Net cash from financing activities	1,7 37	25,553
Net decrease in cash and cash equivalents	53 3	(16 ,9 8 4)
Effect of exchange rate changes on cash and cash equivalents	30 1	1, 523
Opening cash and cash equivalents	26,5 93	42 ,0 5 4
Closing cash and cash equivalents	27 ,427	26,5 93

The notes on pages 129 to 168 form an integral part of these financial statements.

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

128

1. Accounting Policies

Basis of accounting

The Group’s financial statements have been prepared under the historical cost convention (except for certain financial

instruments and equity investments which are measured at fair value), in accordance with UK-adopted international

accounting standards and with the requirements of the Companies Act 2006 as applicable to companies reporting

under those standards. In addition, the financial statements are also prepared in accordance with international financial

reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and the

Dutch Financial Markets Supervision Act.

Going Concern

The consolidated financial statements are prepared on a going concern basis, which assumes that the Group will

continue in operational existence for the foreseeable future, and at least for the 12 months from the date these financial

statements are approved (the ‘going concern period’). As part of the Group’s going concern review, the Directors

have assessed the Group’s trading forecasts, working capital and liquidity requirements, and bank facility covenant

compliance for the going concern period under a base case scenario and a severe but plausible downside scenario.

The cash flow forecasts used for the going concern assessment represent the Directors’ best estimate of trading

performance and cost implications in the market based on current agreements, market experience and consumer

demand expectations. These forecasts indicate that, in order to continue as a going concern, the Group is dependent

on achieving a certain level of performance relating to the production and sale of Accoya, and the management of its

working capital.

In both scenarios, the Directors have assumed no commitment will be made to complete the construction and start-up

of the Tricoya UK plant in Hull unless the Board definitively determines to proceed with the project and appropriate

levels of funding arrangements are obtained to do so. In the base scenario, financial support is included for ongoing

care & maintenance costs, whilst in the downside scenario, it is assumed that the Group discontinues its financial

support in relation to the Tricoya UK plant.

The Directors’ have also considered the possible quantum and timing of funding required to complete the plant

currently being commissioned by Accoya USA LLC, and for the initial operational working capital requirements of the

entity. Notwithstanding that the construction project benefits from certain contractual measures in place with the lead

engineering, construction and procurement contractor, Accsys has a contractual obligation to fund its 60% share of

Accoya USA LLC on a pro rata basis with its joint venture partner (Eastman Chemicals Company).

The Group is also dependent on the Group’s financial resources including its existing cash position, banking and finance

facilities (see note 29 for details).

The Directors considered a severe but plausible downside scenario against the base case with reduced Accoya sales

volumes and increased funding into Accoya USA LLC and a reverse stress test was performed to determine the

decrease in Accoya sales volume from the Arnhem plant required to breach banking covenants. The Directors do not

expect the assumptions in the severe but plausible downside scenario or the reverse stress test scenario to materialise,

but should they unfold, the Group has several mitigating actions it can implement to manage its going concern risk,

such as deferring discretionary capital expenditure and implementing further cost reductions to maintain a sufficient

level of liquidity and covenant headroom during the going concern period. The combined impact of the above downside

scenarios and mitigations does not trigger a minimum liquidity breach or covenant breach at any point in the going

concern period. In the reverse stress test, a decrease of approximately 10% on Accoya sales volume from the Arnhem

plant compared to an equivalent prior year period or a decrease of approximately 20% compared to the equivalent

base scenario period (both excluding North American sales which move to the Kingsport site once operational) was

required to reach the banking covenant breach point.

The Directors believe that while some uncertainty always inherently remains in achieving the budget, in particular in

relation to market conditions outside of the Group’s control, after carefully considering all the factors explained in this

statement, there is sufficient liquidity and covenant headroom such that there is no material uncertainty with respect

to going concern and have prepared the financial statements on this basis.

Notes to the Financial Statements

for the year ended 31 March 2024

OVERVIEW

129

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

1. Accounting Policies continued

Exceptional Items

Exceptional items are events or transactions that fall outside the ordinary activities of the Group and which by

virtue of their size or incidence, have been separately disclosed in order to improve a reader’s understanding of the

financial statements. These include items relating to the restructuring of a significant part of the Group, impairment

losses (or the reversal of previously recorded exceptional impairments), expenditure relating to the integration and

implementation of significant acquisitions and other one-off events or transactions, such as re-financing of Group

borrowings. See note 5 for details of exceptional items.

Business combinations

A subsidiary is an entity over which the Group has control. Control is evident where the Group is exposed to, or has

rights to, variable returns from its involvement with that entity and has the ability to affect those returns through its

power over that entity. The consolidated financial statements present the results of the Group including the results of

Accsys Technologies plc and its subsidiaries and joint venture. All Intra-group transactions and balances are eliminated

in full.

The consolidated financial statements incorporate the results of business combinations using the acquisition method.

In the consolidated statement of financial position, the acquirer’s identifiable assets, liabilities, and contingent liabilities

are initially recognised at their fair values at the acquisition date. The results of operations acquired or disposed are

included in the consolidated statement of comprehensive income from the effective date of acquiring control or up to

the effective date of disposal.

As allowed under IFRS 1, some business combinations effected prior to transition to IFRS, were accounted for using the

merger method of accounting. Under this method, assets and liabilities are included in the consolidation at their book

values, not fair values, and any differences between the cost of investment and net assets acquired were taken to the

merger reserve. The majority of the merger reserve arose from a corporate restructuring in the year ended 31 March

2006 which introduced Accsys Technologies PLC as the new holding Company.

Non-controlling interests are measured, at initial recognition, as the non-controlling proportion of the fair values of the

assets and liabilities recognised at acquisition.

After initial recognition, non-controlling interests are measured as the aggregate of the value at initial recognition

and their subsequent proportionate share of profits and losses less any distributions made. Changes in the Group’s

interests in subsidiaries that do not result in a change in control are accounted for as equity transactions. Any

resulting difference between the amount by which the non-controlling interests are adjusted and the fair value of the

consideration payable or receivable is recognised directly in equity and attributed to the shareholders.

When the Group ceases to consolidate or equity account for an investment because of a loss of control, joint control

or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying

amount recognised in profit or loss.

Revenue from contracts with customers

Revenue is measured at the fair value of the consideration receivable. Revenue is recognised to the extent that it is

highly probable that a significant reversal will not occur based on the consideration in the contract. The following

specific recognition criteria must also be met before revenue is recognised.

Manufacturing revenue

Revenue is recognised from the sale of goods at a point in time and is measured at the amount of the transaction price

received in exchange for transferring goods. The transaction price is the expected consideration to be received, to

the extent that it is highly probable that there will not be a significant reversal of revenue in the future. Revenue is

recognised when the Group’s performance obligations under the relevant customer contract have been satisfied.

Manufacturing revenue includes the sale of Accoya wood, Tricoya panels.

Notes to the Financial Statements continued

for the year ended 31 March 2024

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

130

Licensing fees

Licence fees are recognised over the period of the relevant agreements according to the specific terms of each

agreement or the quantities and/or values of the licensed product sold. The accounting policy for the recognition of

licence fees is based upon satisfaction of the performance obligations set out in the contract such as an assessment of

the work required before the licence is signed and subsequently during the design, construction and commissioning of

the licensees’ plant, with an appropriate proportion of the fee recognised upon signing and the balance recognised as

the project progresses to completion. The amount of any cash received but not recognised as income is included in the

financial statements as deferred income and shown as a liability.

Other revenue

Included within other revenue are raw wood and acetic acid sales. Revenue is recognised from the sale of goods at

a point in time and is measured at the amount of the transaction price received in exchange for transferring goods.

Revenue is recognised when the Group’s performance obligations have been satisfied.

Finance income

Interest accrues using the effective interest method, i.e. the rate that discounts estimated future cash receipts

through the expected life of the financial instrument to the net carrying amount of the financial asset.

Finance expenses and borrowing costs

Finance expenses include the fees, interest and other finance charges associated with the Group’s loan notes, credit

facilities and leases, which are expensed over the period that the Group has access to the loans, facilities and leases.

Foreign exchange gains or losses on the loan notes are included within finance expenses.

Interest on borrowings directly relating to the construction or production of qualifying assets are capitalised until such

time as the assets are substantially ready for their intended use or sale. Where funds have been borrowed specifically

to finance a project, the amount capitalised represents the actual borrowing costs incurred.

Where the funds used to finance a project form part of general borrowings, the amount capitalised is calculated using a

weighted average of rates applicable to relevant general borrowings of the Group during the construction period. The

capitalisation of borrowing costs is suspended during extended periods in which it suspends active development of a

qualifying asset.

Share based payments

The Company awards nil cost options to acquire Ordinary shares in the capital of the Company to certain Directors

and employees. The Company has also previously awarded bonuses to certain employees in the form of the award of

deferred shares of the Company.

In addition the Company has established an Employee Share Participation Plan under which employees subscribe

for new shares which are held by a trust for the benefit of the subscribing employees. The shares are released to

employees after one year, together with an additional, matching share on a one for one basis.

The fair value of options and deferred shares granted are recognised as an employee expense with a corresponding

increase in equity. The fair value is measured at grant date and is charged to the consolidated statement of

comprehensive income over the vesting period during which the employees become unconditionally entitled to the

options or shares.

The fair value of share options granted is measured using a modified Black Scholes model, taking into account the terms

and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the

actual number of share options that vest only where vesting is dependent upon the satisfaction of service and non-

market vesting conditions.

Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest

at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on

the number of options which eventually vest. Market vesting conditions are factored into the fair value of the options

granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

OVERVIEW

131

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

1. Accounting Policies continued

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid.

Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Pensions

The Group contributes to certain defined contribution pension and employee benefit schemes on behalf of its

employees. These costs are charged to the consolidated statement of comprehensive income on an accruals basis.

Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the consolidated

statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which

case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively

enacted at the reporting date together with any adjustment to tax payable in respect of previous years. Current tax

includes the expected impact of claims submitted by the Group to tax authorities in respect of enhanced tax relief for

expenditure on research and development.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for:

• the initial recognition of goodwill;

• the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business

combination;

• differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable

future.

The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying

amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. Recognition

of deferred tax assets is restricted to the extent that it is probable that future taxable profits will be available against

which the temporary differences can be utilised.

Foreign currencies

The individual financial statements of each Group company are presented in the currency of the primary economic

environment in which it operates (the functional currency). For the purposes of the consolidated financial statements,

the results and financial position of each Group company are expressed in Euro, which is the functional currency of the

parent Company, and the presentation currency of the consolidated financial statements.

In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s

functional currencies are recognised at the rates of exchange prevailing on the date of the transactions. At each reporting

date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at

that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences are recognised in profit or loss in the period in which they arise.

For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign

operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated

at the average monthly exchange rates prevailing in the month in which the transaction took place. Exchange

differences arising, if any, are recognised in other comprehensive income and accumulated in the foreign currency

translation reserve. Such translation differences are reclassified to profit and loss only on disposal or partial disposal of

the overseas operation.

Notes to the Financial Statements continued

for the year ended 31 March 2024

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

132

Foreign exchange hedging

The Group has adopted IFRS 9 hedge accounting in respect of the cash flow hedging instruments that it uses to

manage the risk of foreign exchange movements impacting on future cash flows and profitability.

The Group has prospectively assessed the effectiveness of its cash flow hedging using the ‘hedge ratio’ of quantities

of cash held in the same currency as future foreign exchange cash flow quantities related to committed investment in

plant and equipment. The Group has undertaken a qualitative analysis to confirm that an ‘economic relationship’ exists

between the hedging instrument and the hedged item. It is also satisfied that credit risk will not dominate the value

changes that result from that economic relationship.

At the end of each reporting period the Group measures the effectiveness of its cash flow hedging and recognises the

effective cash flow hedge results in Other Comprehensive Income and the Hedging Effectiveness Reserve within Equity,

together with its ineffective hedge results in Profit and Loss. Amounts are reclassified from the Hedging Effectiveness

Reserve to property, plant and equipment once construction has been completed or Profit and Loss when the

associated hedged transaction affects Profit and Loss. Further details are included in note 5.

Government grants

Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received

and the Group will comply with the attached conditions. When the grant relates to an expense item, it is recognised as

income over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate.

Where the grant relates to an asset they are credited to a deferred income account and released to the statement of

comprehensive income over the expected useful life of the relevant asset on a straight line basis.

Goodwill

Goodwill arising on the acquisition of a subsidiary undertaking is the difference between the fair value of the

consideration paid and the fair value of the identifiable assets and liabilities acquired. It is capitalised, and is subject

to annual impairment reviews by the Directors. Any impairment arising is charged to the consolidated statement of

comprehensive income. Where the fair value of the identifiable assets and liabilities acquired is greater than the fair

value of consideration paid, the resulting amount is treated as a gain on a bargain purchase and is recognised in the

consolidated statement of comprehensive income.

Joint venture

The Group has entered into a joint venture agreement with Eastman Chemical Company, forming Accoya USA LLC. The

Group applies IFRS 11 for this joint arrangement, and following assessment of the nature of this joint arrangement, has

determined it to be a joint venture. Interest in the joint venture is accounted for using the equity method, after initially

being recognised at cost.

Further details concerning the Accoya USA LLC joint venture with Eastman Chemical Company are included in note 28.

Other intangible assets

Intellectual property rights, including patents, which cover a portfolio of novel processes and products, are shown in

the financial statements at cost less accumulated amortisation and any amounts by which the carrying value is assessed

during an annual review to have been impaired. At present, the useful economic life of the intellectual property is

considered to be 20 years.

Internal development costs are incurred as part of the Group’s activities including new processes, process

improvements, identifying new species and improving the Group’s existing products. Research costs are expensed

as incurred. Development costs are capitalised when all of the criteria set out in IAS 38 ‘Intangible Assets’ (including

criteria concerning technical feasibility, ability and intention to use or sell, ability to generate future economic benefits,

ability to complete the development and ability to reliably measure the expenditure) have been met. These internal

development costs are amortised on a straight line basis over their useful economic life, between eight and 20 years.

OVERVIEW

133

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

1. Accounting Policies continued

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment charged. Cost

includes the original purchase price of the asset as well as costs of bringing the asset to the working condition and

location of its intended use. The capitalisation of costs is suspended during extended periods in which it suspends active

development of a qualifying asset. Depreciation is provided at rates calculated to write off the cost less estimated residual

value of each asset, except freehold land, over its expected useful life on a straight line basis, as follows:

Plant and machinery These assets comprise pilot plants and production facilities. These facilities are depreciated

from the date they become available for use over their useful lives of between five and

20 years

Office equipment Useful life of between three and five years

Leased land and buildings Land held under a finance lease is depreciated over the life of the lease

Impairment of non-financial assets

The carrying amount of non-current non-financial assets of the Group is compared to the recoverable amount of the

assets whenever events or changes in circumstances indicate that the net book value may not be recoverable, or in

the case of goodwill, annually. The recoverable amount is the higher of value in use and the fair value less cost to sell.

In assessing the value in use, the expected future cash flows from the assets are determined by applying a discount

rate to the anticipated pre-tax future cash flows. An impairment charge is recognised in the consolidated statement

of comprehensive income to the extent that the carrying amount exceeds the assets’ recoverable amount. The revised

carrying amounts are amortised or depreciated in line with Group accounting policies. A previously recognised

impairment loss, other than on goodwill, is reversed if the recoverable amount increases as a result of a reversal of

the conditions that originally resulted in the impairment. This reversal is recognised in the consolidated statement of

comprehensive income and is limited to the carrying amount that would have been determined, net of depreciation,

had no impairment loss been recognised in prior years. Assets are grouped at the lowest levels for which there are

separately identifiable cash flows (cash generating units) for purposes of assessing impairment.

Leases

To the extent that a right-of-control exists over an asset subject to a lease, a right-of-use asset, representing the

Group’s right to use the underlying leased asset, and a lease liability, representing the Group’s obligation to make lease

payments, are recognised in the consolidated statement of financial position at the commencement of the lease.

The right-of-use asset is measured initially at cost and includes the amount of initial measurement of the lease liability,

any initial direct costs incurred, including advance lease payments, and an estimate of the dismantling, removal and

restoration costs required in terms of the lease. Depreciation is charged to the consolidated income statement so as

to depreciate the right-of-use asset from the 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. The lease term shall include the period of an extension option where it

is reasonably certain that the option will be exercised. Where the lease contains a purchase option the asset is written

off over the useful life of the asset when it is reasonably certain that the purchase option will be exercised.

The lease liability is measured at the present value of the future lease payments, including variable lease payments that

depend on an index and the exercise price of purchase options where it is reasonably certain that the option will be

exercised, discounted using the interest rate implicit in the lease, if readily determinable. If the implicit interest rate

cannot be readily determined, the lessee’s incremental borrowing rate is used. Finance charges are recognised in the

consolidated statement of comprehensive income over the period of the lease.

Lease expenses for leases with a duration of one year or less and low-value assets are not recognised in the

consolidated statement of financial position, and are charged to the consolidated income statement when incurred.

Low-value assets are determined based on quantitative criteria.

The Group has used the following practical expedients permitted by the standard:

• The use of a single discount rate to a portfolio of leases with reasonably similar characteristics

• Reliance on previous assessments on whether leases are onerous

• The use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

Notes to the Financial Statements continued

for the year ended 31 March 2024

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

134

Inventories

Raw materials, which consist of unprocessed timber and chemicals used in manufacturing operations, are valued at the

lower of cost and net realisable value. The basis on which cost is derived is a first-in, first-out basis.

Finished goods, comprising processed timber, are stated at the lower of weighted average cost of production or

net realisable value. Costs include direct materials, direct labour costs and production overheads (excluding the

depreciation/depletion of relevant property and plant and equipment) absorbed at an appropriate level of capacity

utilisation. Net realisable value represents the estimated selling price less all expected costs to completion and costs to

be incurred in selling and distribution.

Fair value measurement

Assets and liabilities that are measured at fair value, or where the fair value of financial instruments has been disclosed

in notes to the financial statements, are based on the following fair value measurement hierarchy:

• level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

• level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or liability, either

directly (that is, as prices) or indirectly (that is, derived from prices); and

• level 3 – inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

Specific valuation methodologies used to value financial instruments include other techniques, including discounted

cash flow analysis, are used to determine the fair values of other financial instruments.

Financial assets

Financial assets and financial liabilities are recognised in the Group’s consolidated statement of financial position when

the Group becomes party to the contractual provisions of the instrument.

Financial assets are initially measured at fair value and in the case of investments not at fair value through profit or loss,

fair value plus directly attributable transaction costs.

Except where a reliable fair value cannot be obtained, unlisted shares held by the Group are classified as fair value

through other comprehensive income and are stated at fair value. Gains and losses arising from changes in fair value

are recognised directly in other comprehensive income, with dividends recognised in profit or loss. Where it is not

possible to obtain a reliable fair value, these investments are held at cost less provision for impairment.

Loans and receivables, which comprise non-derivative financial assets with fixed and determinable payments that are

not quoted on an active market, are initially recognised at fair value plus transaction costs that are directly attributable

to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method,

less provision for impairment.

Trade and other receivables

Trade receivables are initially recognised at fair value and are subsequently measured at amortised cost using the

effective interest rate method, less allowance for impairments. The Group has elected to apply the IFRS 9 practical

expedient option to measure the value of its trade receivables at transaction price, as they do not contain a significant

financing element. The Group applies IFRS 9’s ‘simplified’ approach that requires companies to recognise the lifetime

expected losses on its trade receivables. At the date of initial recognition, the credit losses expected to arise over the

lifetime of a trade receivable are recognised as an impairment and are adjusted, over the lifetime of the receivable, to

reflect objective evidence reflecting whether the Group will not be able to collect its debts.

Cash and cash equivalents

Cash and cash equivalents in the consolidated statement of financial position comprise cash at bank and in hand and

short-term deposits, including liquidity funds, with an original maturity of three months or less. For the purpose of the

statement of consolidated cash flow, cash and cash equivalents consist of cash and cash equivalents as defined above,

net of outstanding bank overdrafts. In the prior year, Cash and cash equivalents included cash pledged to ABN Amro as

collateral for the $20 million Letter of Credit provided to FHB. See note 31.

OVERVIEW

135

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

1. Accounting Policies continued

Financial liabilities

Other financial liabilities

Trade payables and other financial liabilities are initially recognised at fair value and subsequently carried at amortised

cost using the effective interest method.

Loans and other borrowings are initially recognised at the fair value of amounts received net of transaction costs and

subsequently measured at amortised cost using the effective interest method.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled

or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred

to another party and the consideration paid, including any non cash assets transferred or liabilities assumed, is

recognised in profit or loss as other income or finance costs.

Financial guarantee contracts

Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued.

The liability is initially measured at fair value, which is determined based on the present value of the difference in cash

flows between the contractual payments required under the FHB borrowing (provided to the Company’s joint venture

– Accoya USA) and the payments that are estimated to be required without the guarantee being provided by Accsys to

FHB. To calculate the fair value of the guarantee, the present value calculation is then weighted by the probability of the

guarantee being called by FHB.

Where guarantees in relation to loans or other payables of associates are provided for no compensation, the fair values

are accounted for as contributions and recognised as part of the cost of the investment.

Share capital

Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition

of a financial liability. The Group’s shares are classified as equity instruments.

Segmental Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Executive

Officer. The Chief Executive Officer is responsible for allocating resources and assessing performance of the operating

segments and has been identified as steering the committee that makes strategic decisions.

Alternative Performance Measures

The Group presents certain measures of financial performance, position or cash flows in the Annual Report and financial

statements that are not defined or specified according to IFRS (International financial reporting standards). These

measures, referred to as Alternative Performance Measures (APMs), are prepared on a consistent basis for all periods

presented in this report.

The most significant APMs are:

Net debt

A measure comprising short term and long-term borrowings (including lease obligations) less cash and cash

equivalents. Net debt provides a measure of the Group’s net indebtedness or overall leverage.

Underlying EBITDA

Operating profit/(loss) before Exceptional items and other adjustments, depreciation and amortisation and includes

the Group’s attributable share of our USA joint venture’s underlying EBITDA. Underlying EBITDA provides a measure of

the cash-generating ability of the business that is comparable from year to year.

Underlying EBIT

Operating profit/(loss) before Exceptional items and other adjustments and includes the Group’s attributable share

of our USA joint venture’s underlying EBIT. Underlying EBIT provides a measure of the operating performance that is

comparable from year to year.

Notes to the Financial Statements continued

for the year ended 31 March 2024

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136

Adjusted EBITDA

Underlying EBITDA plus the Group’s attributable share of our USA joint venture’s underlying EBITDA. Adjusted EBITDA

provides a measure of the cash-generating ability of the business that is comparable from year to year.

Adjusted EBIT

Underlying EBIT plus the Group’s attributable share of our USA joint venture’s underlying EBIT. Adjusted EBIT provides

a measure of the operating performance that is comparable from year to year.

Net Debt/Underlying EBITDA

Net debt divided by trailing 12-month underlying EBITDA. A measure of the Group’s net indebtedness relative to its

cash-generating ability.

Accoya Manufacturing margin

Accoya segmental underlying gross profit excluding Accoya underlying licence revenue and marketing services

expressed as a percentage over Accoya segmental total revenue excluding Accoya underlying licence revenue and

marketing services. Accoya Manufacturing margin provides a measure of the profitability of the Accoya operations

relative to revenue.

Adjusted Cash

Cash & cash equivalents less restricted cash. See note 29.

Free cashflow

Net cash from operating activities less investment in property, plant and equipment. See note 29.

2. Accounting judgements and estimates

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including

expectations of future events that are believed to be reasonable under the circumstances.

Accounting estimates

Goodwill

The Group tests annually whether goodwill has suffered any impairment in accordance with the accounting policy

stated above. The recoverable amounts of cash-generating units have been determined based on value in use

calculations. These calculations require the use of judgements in relation to discount rates and future forecasts (See

note 15 & 16). The recoverability of these balances is dependent upon the level of future licence fees and manufacturing

revenues. While the scope and timing of the production facilities to be built under the Group’s existing and future

agreements remains uncertain, the Directors remain confident that revenue from own manufacturing, existing

licensees, new licence or consortium agreements will be generated, demonstrating the recoverability of these balances.

Intellectual property rights (IPR) and property, plant and equipment

The Group tests the carrying amount of the intellectual property rights and property, plant and equipment whenever

events or changes in circumstances indicate that the net book value may not be recoverable. These calculations require

the use of estimates in respect of future cash flows from the assets by applying a discount rate to the anticipated

pre-tax future cash flows. Within this process, the Group makes a number of key assumptions including operating

margins, production volumes, discount rates, terminal growth rates and forecast cash flows. Additional information is

disclosed in note 15 & 16, which highlights the estimates applied in the value-in-use calculations for those CGUs that

are considered most susceptible to changes in key assumptions and the sensitivity of these estimates. The Group also

reviews the estimated useful lives at the end of each annual reporting period (See note 15 & 16). The price of Accoya

wood and the raw materials and other inputs vary according to market conditions outside of the Group’s control.

Should the price of the raw materials increase greater than the sales price or in a way which no longer makes Accoya

competitive, then the carrying value of the property, plant and equipment or IPR may be in doubt and become impaired.

The Directors consider that the current market and best estimates of future prices mean that this risk is limited.

Valuation of value recovery instrument (“VRI”)

These calculations require the use of estimates in respect of future cash flows and by applying a discount rate to the

anticipated future cash flows. The same future cash flows modelled in Property, plant and equipment testing are used

for this calculation. Additional information is disclosed in note 16 & 23.

OVERVIEW

137

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

1. Accounting judgements and estimates continued

Accounting judgements

In preparing the Consolidated Financial Statements, management has to make judgments on how to apply the Group’s

accounting policies and make estimates about the future. The critical judgements that have been made in arriving

at the amounts recognised in the Consolidated Financial Statements and the key sources of uncertainty that have a

significant risk of causing a material adjustment to the carrying value of assets and liabilities in the next financial year

are discussed below:

Financial asset at fair value through profit or loss

The Group has an investment in listed equity shares carried at nil fair value as a reliable fair value cannot be obtained

since there is no active market for the shares and there is currently uncertainty around the future funding of the

business. The Group makes appropriate enquiries and considers all of the information available to it in order to

determine the fair value (See note 18).

Investment in joint venture

The Group, together with Eastman Chemical Company formed a new Company, Accoya USA LLC, 60% owned by Accsys

and 40% owned by Eastman. The two parties are assessed to jointly control the entity, due to the operating agreement

requiring both joint venture partners to approve key business decisions. See note 28 for further details.

New standards and interpretations in issue at the date of authorisation of these financial

statements:

New standards, amendments and interpretations

The following amendments to Standards and a new Interpretation have been adopted for the financial year beginning

on 1 April 2023:

• IFRS 17 insurance contracts;

• Definition of Accounting Estimates – Amendments to IAS 8;

• OECD Pillar Two Rules

• Deferred Tax related to Assets and Liabilities arising from a Single Transaction – amendments to IAS 12; and

• Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2.

The amendments listed above did not have any impact on the amounts recognised in prior periods and are not

expected to significantly affect the current or future periods.

New standards, amendments and interpretations not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 31 March 2024

reporting periods and have not been early adopted by the Group. These standards are not expected to have a material

impact on the entity in the current or future reporting periods and on foreseeable future transactions.

Notes to the Financial Statements continued

for the year ended 31 March 2024

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

138

3. Segmental reporting

The Group’s business is the manufacturing of and development, commercialisation and licensing of the associated

proprietary technology for the manufacture of Accoya wood, Tricoya wood elements and related acetylation

technologies. Segmental reporting is divided between corporate activities, activities directly attributable to Accoya, to

Tricoya or research and development activities.

Accoya

				Accoya Segment
	Year ended	Year ended	Year ended	Year ended	Year ended	Year ended
	31 March	31 March	31 March	31 March	31 March	31 March
	2024	2024	2024	2023	2023	2023
		Exceptional			Exceptional
	Underlying	items	TOTAL	Underlying	items	TOTAL
	€’000	€’000	€’000	€’000	€’000	€’000
Accoya wood revenue	123,139	–	123,139	143,494	–	143,494
Licence revenue	–	–	–	300	–	300
Other revenue	8,770	–	8,770	16,773	–	16,773
Total Revenue	131,909	–	131,909	160,567	–	160,567
Cost of sales	(91,393)	–	(91,393)	(105,608)	–	(105,608)
Gross profit	40,516	–	40,516	54,959	–	54,959
Other operating costs	(28,859)	(1,000)	(29,859)	(27,912)	–	(27,912)
Profit from operations	11,657	(1,000)	10,657	27,047	–	27,047
Profit from operations / EBIT	11,657	(1,000)	10,657	27,047	–	27,047
Depreciation and amortisation	8,947	–	8,947	7,695	–	7,695
EBITDA	20,604	(1,000)	19,604	34,742	–	34,742

Reconciliation of Accoya Adjusted EBIT and EBITDA

	Year ended	Year ended
	31 March	31 March
	2024	2023
	€’000	€’000
Profit / (loss) from operations / Underlying EBIT	11,657	27,047
Accoya USA EBIT	(3,993)	(911)
Adjusted EBIT	7,664	26,136

	Year ended	Year ended
	31 March	31 March
	2024	2023
	€’000	€’000
Underlying EBITDA	20,604	34,742
Accoya USA EBITDA	(3,724)	(700)
Adjusted EBITDA	16,880	34,042

Revenue includes the sale of Accoya, licence income and other revenue, principally relating to the sale of acetic acid.

Revenue also includes sales of lower visual grade Accoya to Tricoya customers for the purposes of producing Tricoya

panels as a temporary workaround until the dedicated Tricoya Hull plant is operational.

All costs of sales are allocated against manufacturing activities in Arnhem and in Barry (Wales) unless they can be

directly attributable to a licensee. Other operating costs include all costs associated with the operation of the Arnhem

and Barry manufacturing sites, including directly attributable administration, sales and marketing costs.

See note 5 for explanation of Exceptional items.

Average headcount = 166 (2023: 175)

OVERVIEW

139

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

3. Segmental reporting continued

Reconciliation of Accoya Adjusted EBIT and EBITDA continued

The below table shows details of reconciling items to show both Accoya EBITDA and Accoya Manufacturing gross profit,

both including and excluding licence and licensing related income, which has been presented given the inclusion of

items which can be more variable or one-off.

	2024	2023
	€’000	€’000
Accoya segmental underlying EBITDA	20,604	34,742
Accoya underlying Licence revenue	–	(300)
Accoya segmental underlying EBITDA (excluding. Licence Income)	20,604	34,442
Accoya segmental underlying gross profit	40,516	54,959
Accoya underlying Licence revenue	–	(300)
Accoya manufacturing gross profit	40,516	54,659
Accoya Manufacturing Margin	30.7%	34.1%

	2024	2023
Accoya Manufacturing gross profit – €’000	40,516	54,659
Accoya sales volume – m 3	56,568	63,344
Accoya manufacturing gross profit per m 3	716	863

Tricoya

				Tricoya Segment
	Year ended	Year ended	Year ended	Year ended	Year ended	Year ended
	31 March	31 March	31 March	31 March	31 March	31 March
	2024	2024	2024	2023	2023	2023
		Exceptional			Exceptional
	Underlying	items	TOTAL	Underlying	items	TOTAL
	€’000	€’000	€’000	€’000	€’000	€’000
Tricoya panel revenue	4,134	–	4,134	1,373	–	1,373
Licence revenue	77	–	77	29	–	29
Other revenue	50	–	50	49	–	49
Total Revenue	4,261	–	4,261	1,451	–	1,451
Cost of sales	(3,894)	–	(3,894)	(1,244)	–	(1,244)
Gross profit	367	–	367	207	–	207
Other operating costs	(6,961)	(7,200)	(14,161)	(5,823)	(86,000)	(91,823)
Loss from operations	(6,594)	(7,200)	(13,794)	(5,616)	(86,000)	(91,616)
Loss from operations	(6,594)	(7,200)	(13,794)	(5,616)	(86,000)	(91,616)
Depreciation and amortisation	566	–	566	527	–	527
Impairment	–	7,000	7,000	–	86,000	86,000
EBITDA	(6,028)	(200)	(6,228)	(5,089)	–	(5,089)

Revenue and costs are those attributable to the business development of the Tricoya process and establishment of

Tricoya Hull Plant.

Other operating costs include pre-operating costs for the Tricoya Hull Plant.

See note 5 for explanation of Exceptional items.

Average headcount = 6 (2023: 23), noting a substantial proportion of the costs to date have been incurred via

recharges from other parts of the Group or have resulted from contractors.

Notes to the Financial Statements continued

for the year ended 31 March 2024

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140

Corporate

				Corporate Segment
	Year ended	Year ended	Year ended	Year ended	Year ended	Year ended
	31 March	31 March	31 March	31 March	31 March	31 March
	2024	2024	2024	2023	2023	2023
		Exceptional			Exceptional
	Underlying	items	TOTAL	Underlying	items	TOTAL
	€’000	€’000	€’000	€’000	€’000	€’000
Accoya wood revenue	–	–	–	–	–	–
Licence revenue	–	–	–	–	–	–
Other revenue	–	–	–	–	–	–
Total Revenue	–	–	–	–	–	–
Cost of sales	–	–	–	–	–	–
Gross result	–	–	–	–	–	–
Other operating costs	(4,617)	–	(4,617)	(4,681)	(1,453)	(6,134)
Loss from operations	(4,617)	–	(4,617)	(4,681)	(1,453)	(6,134)
Loss from operations	(4,617)	–	(4,617)	(4,681)	(1,453)	(6,134)
Depreciation and amortisation	–	–	–	–	–	–
EBITDA	(4,617)	–	(4,617)	(4,681)	(1,453)	(6,134)

Corporate costs are those costs not directly attributable to Accoya, Tricoya or Research and Development activities.

This includes management and the Group’s corporate and general administration costs including the head office in

London. See note 5 for explanation of Exceptional items. The corporate segment has been adjusted in line with internal

reporting with some operating costs being reclassified to the Accoya segment. The prior year has also been amended

to reflect the change in internal reporting.

Average headcount = 49 (2023: 33)

Research and Development

				Research & Development Segment
	Year ended	Year ended	Year ended	Year ended	Year ended	Year ended
	31 March	31 March	31 March	31 March	31 March	31 March
	2024	2024	2024	2023	2023	2023
		Exceptional			Exceptional
	Underlying	items	TOTAL	Underlying	items	TOTAL
	€’000	€’000	€’000	€’000	€’000	€’000
Accoya wood revenue	–	–	–	–	–	–
Licence revenue	–	–	–	–	–	–
Other revenue	–	–	–	–	–	–
Total Revenue	–	–	–	–	–	–
Cost of sales	–	–	–	–	–	–
Gross result	–	–	–	–	–	–
Other operating costs	(1,490)	–	(1,490)	(1,458)	–	(1,458)
Loss from operations	(1,490)	–	(1,490)	(1,458)	–	(1,458)
Loss from operations	(1,490)	–	(1,490)	(1,458)	–	(1,458)
Depreciation and amortisation	66	–	66	67	–	67
EBITDA	(1,424)	–	(1,424)	(1,391)	–	(1,391)

Research and Development costs are those associated with the Accoya and Tricoya processes. Costs exclude those

which have been capitalised in accordance with IFRS (see note 15).

Average headcount = 15 (2023: 13)

OVERVIEW

141

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

3. Segmental reporting continued

Total

			Total
	Year ended	Year ended	Year ended	Year ended	Year ended	Year ended
	31 March	31 March	31 March	31 March	31 March	31 March
	2024	2024	2024	2023	2023	2023
		Exceptional			Exceptional
	Underlying	items	TOTAL	Underlying	items	TOTAL
	€’000	€’000	€’000	€’000	€’000	€’000
Accoya/Tricoya revenue	127,273	–	127,273	144,867	–	144,867
Licence revenue	77	–	77	329	–	329
Other revenue	8,820	–	8,820	16,822	–	16,822
Total Revenue	136,170	–	136,170	162,018	–	162,018
Cost of sales	(95,287)	–	(95,287)	(106,852)	–	(106,852)
Gross profit	40,883	–	40,883	55,166	–	55,166
Other operating costs	(41,927)	(8,200)	(50,127)	(39,878)	(87,453)	(127,331)
Profit/ (loss) from operations	(1,044)	(8,200)	(9,244)	15,288	(87,453)	(72,165)
Finance income	138	–	138	–	–	–
Finance expense	(4,418)	530	(3,888)	(3,224)	9,350	6,126
Investment in joint venture	(4,100)	–	(4,100)	(1,036)	–	(1,036)
Profit/(Loss) before taxation	(9,424)	(7,670)	(17,094)	11,028	(78,103)	(67,075)

See note 5 for details of Exceptional items.

Reconciliation of Underlying EBIT and EBITDA

	Year ended	Year ended	Year ended	Year ended	Year ended	Year ended
	31 March	31 March	31 March	31 March	31 March	31 March
	2024	2024	2024	2023	2023	2023
		Exceptional			Exceptional
		items	TOTAL		items	TOTAL
	€’000	€’000	€’000	€’000	€’000	€’000
Profit / (loss) from operations / EBIT	(1,044)	(8,200)	(9,244)	15,288	(87,453)	(72,165)
Depreciation and amortisation	9,579	–	9,579	8,292	–	8,292
Impairment	–	7,000	7,000	–	86,000	86,000
EBITDA	8,535	(1,200)	7,335	23,580	(1,453)	22,127

Reconciliation of Adjusted EBIT and EBITDA

	Year ended	Year ended
	31 March	31 March
	2024	2023
	€’000	€’000
Profit / (loss) from operations / Underlying EBIT	(1,044)	15,288
Accoya USA EBIT	(3,993)	(911)
Adjusted EBIT	(5,037)	14,377

	Year ended	Year ended
	31 March	31 March
	2024	2023
	€’000	€’000
Underlying EBITDA	8,535	23,580
Accoya USA EBITDA	(3,724)	(700)
Adjusted EBITDA	4,811	22,880

Notes to the Financial Statements continued

for the year ended 31 March 2024

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142

	2024	2023
Analysis of Revenue by geographical area of customers:	€’000	€’000
UK and Ireland	46,903	55,395
Rest of Europe	47,364	63,635
Americas	28,878	29,778
Rest of World	13,025	13,210
	136,170	162,018

Revenue generated from two customers exceeded 10% of Group revenue of 2024. These two customers represented

36% (€16,717,000) & 33% (€15,461,000) of the revenue from the United Kingdom and Ireland, relating to Accoya

revenue. Revenue generated from two customers exceeded 10% of Group revenue of 2023. This included 35%

(€19,230,000) & 33% (€18,547,000) of the revenue from the United Kingdom and Ireland, relating to Accoya revenue.

Assets and liabilities on a segmental basis:

	Accoya	Tricoya	Corporate	R&D	TOTAL	Accoya	Tricoya	Corporate	R&D	TOTAL
	2024	2024	2024	2024	2024	2023	2023	2023	2023	2023
	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000
Non-current assets	118,134	19,697	1,016	96	138,943	123,705	27,047	531	162	151,445
Current assets	43,552	3,162	18,711	5,607	71,032	52,699	3,872	13,630	4,872	75,073
Current liabilities	(10,344)	(11,705)	(4,101)	(56)	(26,206)	(23,413)	(4,156)	(14,833)	(56)	(42,458)
Net current assets/
(liabilities)	33,208	(8,543)	14,610	5,551	44,826	29,286	(284)	(1,203)	4,816	32,615
Non-current
liabilities	(1,979)	(7,803)	(55,137)	(35)	(64,954)	(2,545)	(8,665)	(50,289)	(59)	(61,558)
Net assets/
(liabilities)	149,363	3,351	(39,511)	5,612	118,815	150,446	18,098	(50,961)	4,919	122,502

The Investment accounted for using the equity method (investment into Accoya USA) is included in the Accoya

segment. See note 28.

Analysis of non-current assets (Other than financial assets and deferred tax):

	2024	2023
	€’000	€’000
UK	23,129	30,485
Other countries	111,583	116,729
Unallocated – Goodwill	4,231	4,231
	138,943	151,445

The segmental assets in the current year were predominantly held in the UK, USA and mainland Europe (prior year

UK, USA and mainland Europe). Additions to property, plant, equipment and intangible assets in the current year

were predominantly incurred in the UK and mainland Europe (Prior Year UK and mainland Europe). The increase in

Investment accounted for using the equity method (investment into Accoya USA) incurred in USA. There are no

significant intersegment revenues.

OVERVIEW

143

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

4. Other operating costs

Other operating costs consist of the operating costs, other than the cost of sales, associated with the operation of the

plant in Arnhem, Barry, the offices in Dallas and London and certain pre-operating costs associated with the plant in Hull:

	2024	2023
	€’000	€’000
Sales and marketing	6,044	5,219
Research and development	1,490	1,458
Other operating costs	11,731	10,675
Administration costs	13,083	14,234
Exceptional Items	1,200	1,453
Other operating costs excluding depreciation and amortisation	33,548	33,039
Depreciation and amortisation	9,579	8,292
Impairment loss – exceptional item	7,000	86,000
Total other operating costs	50,127	127,331

Administrative costs include costs associated with Business Development and Legal departments, Intellectual Property

as well as Human Resources, IT, Finance, Management and General Office and includes the costs of the Group’s head

office costs in London and the US Office in Dallas. Other operating costs are those costs directly attributable to

Accoya. This includes staff costs for the Arnhem and Barry sites and support functions not captured in Corporate,

Sales and Marketing or general administrative costs for the Arnhem and Barry sites.

During the period, €384,000 (2023: €437,000) of internal development & patent related costs were capitalised and

included in intangible fixed assets. No internal costs have been capitalised in relation to strategic capex projects in

the current year. In the prior year, €171,000 of internal costs were capitalised in relation to Arnhem’s Accoya plant

expansion project and €566,000 of internal costs were capitalised in relation to our plant build in Hull, UK. Both were

included within tangible fixed assets.

Refer to Note 5 for description of exceptional costs. The impairment loss is in relation to Tricoya assets, refer to note 5

and 16.

5. Exceptional items

	2024	2023
	€’000	€’000
Advisor fees in relation to Tricoya consortium reorganisation	–	(1,453)
Impairment of the Tricoya segment assets	(7,000)	(86,000)
Partial net derecogition of NatWest loan	–	9,353
Revaluation / recognition of Valuation Recovery Instrument “VRI” liability	281	(1,383)
Foreign exchange differences on Corporate USD cash held for investment in to USA JV- incl. in Finance expense	249	1,380
Restructuring costs	(1,200)	–
Total exceptional items	(7,670)	(78,103)

Exceptional Items

In the year:

• an exceptional operating cost of €1.2m (€1m in Accoya and €0.2m in Tricoya) has been recognised for Restructuring

costs relating to decreasing the Group’s Administrative operating cost base.

• An impairment loss (non-cash item) of €7.0m has been recognised in the year relating to the Tricoya segment (FY23:

€86.0m) due to an increase in the discount rate to 14.25% used following an increase in market interest rates

and the Company specific market volatility factor. In the prior year, an impairment of the Tricoya segment assets

was recognised, due to identification of additional time and costs (€35m) to complete the plant; a decrease in the

estimated maximum production capacity of the plant once commercially operational from 30,000MT to 24,000MT;

and the discount rate applied was updated to 13.5%.

• Foreign exchange differences were recognised due to US dollars held for investment into Accoya USA LLC. Following

the November 2023 capital raise (and in the prior year, following the May 2021 capital raise), the amount raised to

invest into Accoya USA was translated into US dollars and held in cash ensuring that foreign exchange movements

did not decrease the amount raised below the US dollar investment into Accoya USA. This treatment did not meet

Notes to the Financial Statements continued

for the year ended 31 March 2024

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the requirements for hedge accounting under IFRS 9, Financials instruments, and therefore the foreign exchange

gain on the revaluation of the US dollars has been accounted for in Finance expenses.

• €0.3m relates to the revaluation of the Value Recovery Instrument (‘‘VRI’’). See note 29 for further details.

In the prior year:

• an exceptional operating cost was recognised for advisor fees associated with advising Accsys on acquiring the full

ownership of TUK (Tricoya UK Limited) and TTL (Tricoya Technologies Limited), from its previous Tricoya Consortium

Partners.

• NatWest also agreed to restructure its TUK debt facility, reducing the principal amount by €9.4m to €6m, under

a new 7-year term. This resulted in the derecognition of the balance drawn on the NatWest loan on the date of the

restructure of €15.4m and recognition of the new €6m loan. – Separate to, and in addition to the amended €6m loan,

NatWest is entitled to obtain recovery, via the Value Recovery Instrument (“VRI”) agreement, of up to approximately

€9.4m, on a contingent basis, depending on profitability of the Tricoya UK plant once operational. A financial liability

was recognised of €1.4m in the prior year in respect of the VRI.

6. Employees

	2024	2023
	€’000	€’000
Staff costs (including Directors) consist of:
Wages and salaries	18,508	18,584
Social security costs	3,044	2,838
Other pension costs	1,357	1,573
Share based payments	1,494	201
	24,403	23,196

Pension costs relate to defined contribution plan contributions.

The average monthly number of employees, including Executive Directors, during the year was as follows:

	2024	2023
Sales and marketing, administration, research and engineering	122	142
Operating	114	103
	236	245

7. Directors’ remuneration

	2024	2023
	€’000	€’000
Directors’ remuneration consists of:
Directors’ emoluments	1,450	1,170
Company contributions to money purchase pension schemes	52	38
	1,502	1,208

Compensation of key management personnel included the following amounts:

	Salary, bonus		Share based
	and short		payments	2024	2023
	term benefits	Pension	charge	Total	Total
	€’000	€’000	€’000	€’000	€’000
Jelena Arsic van Os	477	27	171	675	–
Steven Salo	401	25	27	453	–
Rob Harris	–	–	–	–	619
William Rudge	–	–	–	–	100
	878	52	198	1,128	719

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7. Directors’ remuneration continued

The Group made contributions to one (2023: one) Director’s personal pension plan, with Jelena Arsic van Os receiving

cash in lieu of pension.

The figures in the above table are impacted by foreign exchange noting that the remuneration for J Arsic van Os and

S Salo are denominated in Pounds Sterling.

The compensation in the above table for J Arsic Van Os represents the period in which she was appointed as a director

and not a full year.

The compensation also includes a LTIP buy-out award in respect of remuneration at her former employer that she

forfeited as a result of joining Accsys, of 131,557 shares which vests on 27 June 2024.

Key management personnel includes the executive directors

8. Operating profit

	2024	2023
	€’000	€’000
This has been arrived at after charging/(crediting):
Staff costs	24,403	23,196
Depreciation of property, plant and equipment, and right of use assets	8,751	7,512
Impairment	7,000	86,000
Amortisation of intangible assets	828	780
Operating lease rentals	40	77
Foreign exchange losses / (gains)	108	(70)
Research & Development (excluding staff costs)	700	469
Fees payable to the Company’s auditors for the audit of the Group’s annual financial statements	193	183
Fees payable to the Company’s auditors for other services:
– audit of the Company’s subsidiaries pursuant to legislation	212	205
– audit related assurance services	–	–
Fees payable to Component auditor for audit of subsidiaries:	190	182
Total audit and audit related services:	595	570

9. Finance income

	2024	2023
	€’000	€’000
Interest receivable on bank and other deposits	138	–

10. Finance expense

	2024	2023
	€’000	€’000
Arnhem land and buildings lease finance charge	159	179
Interest on loans	3,536	2,500
Interest on lease liabilities	133	115
Other finance expenses	590	430
Total underlying finance expenses	4,418	3,224
Exceptional items and other adjustments
Foreign exchange (gain) on Corporate USD cash held for investment in to USA JV	(249)	(1,380)
Partial derecogition of NatWest loan	–	(9,353)
Revaluation / recognition of Valuation Recovery Instrument “VRI”	(281)	1,383
Total Finance expense / (income)	3,888	(6,126)

Notes to the Financial Statements continued

for the year ended 31 March 2024

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11. Tax expense

	2024	2023
	€’000	€’000
(a) Tax recognised in the statement of comprehensive income comprises:
Current tax charge
UK Corporation tax on losses for the year	–	–
Research and development tax expense in respect of prior year	121	–
Research and development tax (credit) in respect of current year	–	(121)
	121	(121)
Overseas tax at rate of 15%	8	32
Overseas tax at rate of 25%	636	2,876
Deferred Tax
Utilisation of deferred tax asset	–	–
Total tax charge reported in the statement of comprehensive income	765	2,787

	2024	2023
	€’000	€’000
(b) The tax charge for the period is higher than the standard rate of corporation tax in the UK
(2024: 25%, 2023: 19%) due to:
Profit/(Loss) before tax	(17,094)	(67,075)
Expected tax charge at 25% (2023 – 19%)	(4,273)	(12,744)
Expenses not deductible in determining taxable profit	–	148
Tricoya segment assets impairment	1,750	16,340
Tax (income)/losses for which no deferred income tax asset was (utilised)/recognised	3,159	(1,654)
Effects of overseas taxation	8	818
Research and development tax charge/ (credit) in respect of prior years	121	3
Research and development tax (credit) in respect of current year	–	(124)
Total tax charge reported in the statement of comprehensive income	765	2,787

		Deferred tax assets		Deferred tax liabilities
€ ‘000	2024	2023	2024	2023
At 1 April	621	484	(621)	(484)
Credited/ (charged) to the consolidated income statement	(112)	137	112	(137)
At 31 March	509	621	(509)	(621)

Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these

financial statements. See note 19.

12. Dividends Paid

	2024	2023
	€’000	€’000
Final Dividend €Nil (2023: €Nil) per Ordinary share proposed and paid during year relating to the previous
year’s results	–	–

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13. Basic and diluted profit/(loss) per ordinary share

The calculation of profit per ordinary share is based on profit after tax and the weighted average number of ordinary

shares in issue during the year.

	2024		2023
	Underlying	Total	Underlying	Total
Basic earnings per share
Weighted average number of Ordinary shares in issue (‘000)	227,911	227,911	210,693	210,693
Profit/(Loss) for the year attributable to owners of Accsys Technologies PLC (€’000)	(10,189)	(17,859)	9,528	(39,038)
Basic profit/(loss) per share	€ (0.04)	€ (0.08)	€ 0.05	€ (0.19)
Diluted earnings per share
Weighted average number of Ordinary shares in issue (‘000)	–	–	210,693	–
Equity options attributable to BGF (see note 30)	–	– *	8,449	– *
Equity options attributable to convertible loan note issued (see note 29)	–	–	–	–
Weighted average number of Ordinary shares in issue and potential ordinary shares (‘000)	–	–	219,142	–
Profit/(Loss) for the year attributable to owners of Accsys Technologies PLC (€’000)	–	–	9,528	–
Diluted profit/(loss) per share	–	– *	€ 0.04	– *

* Diluted loss per share is not disclosed for Total diluted loss per share. IAS 33 “Earning per share” defines Dilutive share options as share options which would

decrease profit per share or increase loss per share. Equity options to BGF are disclosed in Note 31 and convertible loan notes in note 29, which if exercised,

would decrease Total loss per share. As a result, these are anti-dilutive and therefore shown as nil.

14. Share based payments

The Group operates a number of share schemes which give rise to a share based payment charge. The Group operates

a Long-Term Incentive Plan (‘LTIP’) in order to reward certain members of staff including the Senior Management team

and the Executive Directors.

Options – total

The following figures take into account options awarded under the LTIP, together with share options awarded in

previous years under the 2008 Share Option schemes.

Outstanding options granted are as follows:

		Number of outstanding options		Weighted average remaining
		at 31 March		contractual life, in years
Date of grant	2024	2023	2024	2023
19 September 2013 (LTIP)	–	443,675	–	0.5
24 June 2016 (LTIP)	130,099	130,099	2.3	3.3
20 June 2017 (LTIP)	100,651	100,651	3.3	4.3
18 June 2018 (LTIP)	61,407	185,840	4.3	5.3
15 July 2020 (LTIP)	–	850,540	6.3	7.3
23 June 2021 (LTIP)1	415,079	511,112	7.3	8.3
12 July 2022 (LTIP)	263,182	352,486	8.3	9.3
28 July 2023 (LTIP)	1,343,091	–	9.3	–
Total	2,313,509	2,574,403	8.0	6.1

1 – 415,079 nil cost options are outstanding in the 2021 LTIP award at 31 March 2024 but 38,546 options are estimated to vest on the vesting date in the 2024

calendar year .

Notes to the Financial Statements continued

for the year ended 31 March 2024

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Options – total continued

Movements in the weighted average values are as follows:

	Weighted
	average
	exercise
	price	Number
Outstanding at 01 April 2022	€ 0.00	3,959,643
Granted during the year	€ 0.00	620,698
Forfeited during the year	€ 0.00	(1,570,164)
Exercised during the year	€ 0.00	(435,774)
Expired during the year	€ 0.00	–
Outstanding at 31 March 2023	€ 0.00	2,574,403
Granted during the year	€ 0.00	1,438,216
Forfeited during the year	€ 0.00	(1,131,001)
Exercised during the year	€ 0.00	(568,109)
Expired during the year	€ 0.00	–
Outstanding at 31 March 2024	€ 0.00	2,313,509

The exercise price of options outstanding at the end of the year was €nil (for LTIP options) (2023: €nil) and their

weighted average contractual life was 8.0 years (2023: 6.1 years).

Of the total number of options outstanding at the end of the year 292,157 (2023: 860,265) had vested and were

exercisable at the end of the year.

Long Term Incentive Plan (‘LTIP’)

In 2013, the Group established a Long-Term Incentive Plan, the participants of which are key members of the Senior

Management Team, including Executive Directors. The establishment of the LTIP was approved by the shareholders at

the AGM in September 2013.

2013 LTIP Award performance conditions and 2016 outcome

The LTIP in 2013 awarded 4,103,456 nil cost options and 2,472,550 vested in the financial year ended 31 March 2017.

No nil cost options remain as at 31 March 2024 after allowing for options exercised in the year.

2016 LTIP Award performance conditions and 2019 outcome

The LTIP in 2016 awarded 1,070,255 nil cost options and 494,433 vested in the financial year ended 31 March 2020.

130,099 nil cost options remain as at 31 March 2024 after allowing for forfeitures and options exercised in the year.

2017 LTIP Award performance conditions and 2020 outcome

The LTIP in 2017 awarded 1,087,842 nil cost options and 326,999 vested in the financial year ended 31 March 2021.

100,651 nil cost options remain as at 31 March 2024 after allowing for forfeitures and options exercised in the year.

2018 LTIP Award performance conditions and 2021 outcome

The LTIP in 2018 awarded 1,170,160 nil cost options and 185,840 vested in the financial year ended 31 March 2022. 61,407

nil cost options remain as at 31 March 2024 after allowing for forfeitures and options exercised in the year.

2020 LTIP Award performance conditions and 2021 outcome

The LTIP in 2020 awarded 1,326,966 nil cost options and no share options vested in the financial year ended

31 March 2024.

OVERVIEW

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14. Share based payments continued

Awards made in July 2021 and LTIP Award performance conditions

During the financial year ended 31 March 2022, a total of 918,659 LTIP awards were made primarily to members of the

Senior Management team including the Executive Directors:

The performance targets for 863,624 of these awards are as follows:

Metric		Weighting (% of award)	Threshold	Maximum
Vesting (% of maximum)			25%	100%
EBITDA per share in FY24		60%	€0.15	€0.24
Cumulative Sales Volume (FY22 to FY24) (m	3 )	30%	267,000	297,000
ESG – improvement in reporting ratings		10%		33% on attaining each of the 3 year milestones:
				Y1 – Attain investor ESG external rating/score
				Y2 – Improve or at least maintain ESG external rating/score
				Y3 – Improve or at least maintain ESG external rating/score

• Vesting is on a straight-line basis between points in the schedule.

• Appropriate adjustments may be made to ensure fair and consistent performance measurement over the

performance period in line with the business plan and intended stretch of the targets at the point of award.

• EBITDA per share targets are set and determined so as to exclude licensing income.

• Sales Volume is defined as combined sales volume (in cubic metres, or equivalent) of Accoya and Tricoya.

	Element A	Element B	Element C
Element	(EBITDA per share)	(Sales volume growth)	(ESG Reporting Metrics)
Grant date	23 Jun 21	23 Jun 21	23 Jun 21
Share price at grant date (€)	2.06	2.06	2.06
Exercise price (€)	0.00	0.00	0.00
Expected life (years)	3	3	3
Contractual life (years)	10	10	10
Vesting conditions (Details set out above)	EBITDA	Sales volume growth	ESG reporting metrics
Risk free rate	-0.67%	-0.67%	-0.67%
Expected volatility	20%	20%	20%
Expected dividend yield	0%	0%	0%
Fair value of option	€ 2.06	€ 2.06	€ 2.06

The remaining 55,035 of the awards made in summer 2021 were specific to individuals dedicated to the Tricoya

consortium with performance measures linked to progress and development of the Tricoya plant and its subsequent

operation.

The fair value of these options were €2.06 on their Grant date.

All of the above awards, made in summer 2021 are subject to a three-year performance period (i.e. year end March

2024) and a further two-year holding period. In addition, awards are also subject to malus/ claw-back provisions.

Notes to the Financial Statements continued

for the year ended 31 March 2024

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Awards made in July 2022 and LTIP Award performance conditions

During the prior year, a total of 620,698 LTIP awards were made to members of the Senior Management team including

the Executive Directors:

The performance targets for these awards are as follows:

Metric		Weighting (% of award)	Threshold	Maximum
Vesting (% of maximum)			25%	100%
Cumulative Sales Volume (FY23 to FY25) (m	3 )	25%	206,000	232,000
Average Gross contribution (%)		25%	49.60%	55%
Share performance compared to AIM Index		40%	Median	Upper quartile
ESG – improvement in reporting ratings		10%	15% improvement in S&P	20% improvement in S&P
			ESG score over the three-	ESG score over the three-
			year period	year period

• Vesting is on a straight-line basis between points in the schedule.

• Appropriate adjustments may be made to ensure fair and consistent performance measurement over the

performance period in line with the business plan and intended stretch of the targets at the point of award.

• Gross contribution defined as Revenue from sale of Accoya/Tricoya less Net acetyls and raw wood cost

• Sales Volume is defined as combined sales volume (in cubic metres, or equivalent) of Accoya and Tricoya.

• Share performance is compared to AIM Index performance excluding Financial services and natural resource stocks

		Element B		Element D
	Element A	(Gross Contribution	Element C	(ESG Reporting
Element	(Sales volume growth)	%)	(Share price growth)	Metrics)
Grant date	12 Jul 22	12 Jul 22	12 Jul 22	12 Jul 22
Share price at grant date (€)	1.21	1.21	1.21	1.21
Exercise price (€)	0.00	0.00	0.00	0.00
Expected life (years)	3	3	3	3
Contractual life (years)	10	10	10	10
Vesting conditions (Details set out above)	Sales volume	Gross Contribution %	Share price	ESG reporting metrics
Risk free rate	0.45%	0.45%	0.45%	0.45%
Expected volatility	20%	20%	20%	20%
Expected dividend yield	0%	0%	0%	0%
Fair value of option	€ 1.21	€ 1.21	€ 0.90	€ 1.21

All of the above awards, made in summer 2022 are subject to a three-year performance period (i.e. year end March

2025) and a further two-year holding period. In addition, awards are also subject to malus/ claw-back provisions.

OVERVIEW

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14. Share based payments continued

Awards made in July 2023 and LTIP Award performance conditions

During the year, a total of 1,438,216 LTIP awards were made to members of the Senior Management team including the

Executive Directors:

The performance targets for 1,306,659 of these awards are as follows:

Metric	Weighting (% of award)	Threshold	Maximum
Vesting (% of maximum)		25%	100%
Cumulative Sales Revenue (FY24 to FY26) (€)	45%	€500m	€600m
Underlying EBITDA per share (€)	45%	0.18	0.20
		6% improvement in	9% improvement in
		S&P ESG score over the	S&P ESG score over the
ESG – improvement in reporting ratings	10%	three-year period	three-year period

• Vesting is on a straight-line basis between points in the schedule.

• Appropriate adjustments may be made to ensure fair and consistent performance measurement over the

performance period in line with the business plan and intended stretch of the targets at the point of award.

• Sales Revenue excludes revenue from Accoya USA LLC.

The remaining 131,557 of these awards related to a buy-out award granted to Jelena Arsic van Os, the group’s CEO, in

respect of remuneration forfeited at her former employer as a result of joining Accsys. The awards vest on 27 June 2024

and have no other vesting criteria. The fair value of these options were €1.22 on their Grant date.

		Element B
	Element A	(Underlying	Element D
Element	(Cumulative sales revenue)	EBITDA per share)	(ESG Reporting Metrics)
Grant date	28 Jul 23	28 Jul 23	28 Jul 23
Share price at grant date (€)	1.24	1.24	1.24
Exercise price (€)	0.00	0.00	0.00
Expected life (years)	3	3	3
Contractual life (years)	10	10	10
Vesting conditions (Details set out above)	Sales revenue	EBITDA per share	ESG reporting metrics
Risk free rate	2.755%	2.755%	2.755%
Expected volatility	20%	20%	20%
Expected dividend yield	0%	0%	0%
Fair value of option	€ 1.24	€ 1.24	€ 1.24

All of the above awards, made in summer 2023 are subject to a three-year performance period (i.e. year end March

2023) and a further two-year holding period. In addition, awards are also subject to malus/ claw-back provisions.

Employee Benefit Trust – Share bonus award

190,492 new Ordinary shares are held by an Employee Benefit Trust as part of the annual bonus, in connection with

the employee remuneration and incentivisation arrangements for the period from 1 April 2022 to 31 March 2023,

the beneficiaries of which are primarily senior employees. Such new Ordinary shares vest if the employees remain in

employment with the Company at the vesting date, being 1 July 2024 (subject to certain other provisions including

regulations, good-leaver, take-over and Remuneration Committee discretion provisions). As at 31 March 2024, the

Employment Benefit Trust was consolidated by the Company and the 190,492 shares are recorded as Own Shares

within equity.

Notes to the Financial Statements continued

for the year ended 31 March 2024

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Employee Share Participation Plan

The Employee Share Participation Plan (the ‘Plan’) is intended to promote the long-term growth and profitability of

Accsys by providing employees with an opportunity to acquire an ownership interest in new Ordinary shares (‘Shares’)

in the Company as an additional benefit of employment. Under the terms of the Plan, the Company issues these Shares

to a trust for the benefit of the subscribing employees. The Shares are released to employees after one year, together

with an additional Share on a 1 for 1 matched basis provided the employee has remained in the employment of Accsys

at that point in time (subject to good leaver provisions). The Plan is in line with industry approved employee share

plans and the maximum amount available for subscription by any employee is €5,000 per annum. During the year,

1 for 1 Matching Shares were awarded in respect of subscriptions that were made in the previous year as a result of

the participants continuing to remain in employment at the point of vesting. 202,059 matching shares were issued to

employees in January 2024. No new subscription was opened during the year ended 31 March 2024.

15. Intangible assets

	Internal	Intellectual
	Development	property
	costs	rights	Goodwill	Total
	€’000	€’000	€’000	€’000
Cost
At 01 April 2022	7,642	74,992	4,231	86,865
Additions	57	380	–	437
At 31 March 2023	7,699	75,372	4,231	87,302
Additions	50	335	–	385
At 31 March 2024	7,749	75,707	4,231	87,687
Accumulated amortisation
At 01 April 2022	2,894	73,137	–	76,031
Amortisation	385	395	–	780
At 31 March 2023	3,279	73,532	–	76,811
Amortisation	399	429	–	828
At 31 March 2024	3,678	73,961	–	77,639
Net book value
At 31 March 2024	4,071	1,746	4,231	10,048
At 31 March 2023	4,420	1,840	4,231	10,491
At 31 March 2022	4,748	1,855	4,231	10,834

Refer to note 16 for the recoverability assessment of these intangible assets.

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16. Property, plant and equipment

	Land and	Plant and	Office
	buildings	machinery	equipment	Total
	€’000	€’000	€’000	€’000
Cost or valuation
At 01 April 2022	17,976	187,445	4,353	209,774
Additions	–	21,376	341	21,717
Foreign currency translation gain	–	–	3	3
At 31 March 2023	17,976	208,821	4,697	231,494
Additions	–	1,779	333	2,112
Reclassification	–	(3,669)	(451)	(4,120)
At 31 March 2024	17,976	206,931	4,579	229,486
Accumulated depreciation
At 01 April 2022	1,353	29,495	2,265	33,113
Charge for the year	358	5,397	572	6,327
Foreign currency translation gain	–	–	3	3
Impairment loss	–	86,000	–	86,000
At 31 March 2023	1,711	120,892	2,840	125,443
Charge for the year	358	6,847	482	7,687
Foreign currency translation gain	–	–	2	2
Impairment loss	–	7,000	–	7,000
Reclassification	–	(3,669)	(451)	(4,120)
At 31 March 2024	2,069	131,070	2,873	136,012
Net book value
At 31 March 2024	15,907	75,861	1,706	93,474
At 31 March 2023	16,265	87,929	1,857	106,051
At 31 March 2022	16,623	157,950	2,088	176,661

Plant and machinery assets with a net book value of €17,851,000 are held as assets under construction and are not

depreciated, relating to the Hull Plant (31 March 2023: €24,851,000).

Impairment review

The carrying value of the property, plant and equipment, internal development costs and intellectual property rights

are split between two cash generating units (CGUs), representing the Accoya and Tricoya segments and the carrying

value of Goodwill is allocated to the Accoya segment. The recoverable amount of these CGUs are determined based on

a value-in-use calculation which uses cash flow projections for a period of 5 to 7 years based on latest financial budgets

and discounted at a pre-tax discount rate of 14.25% (31 March 2023: 13.5%) to determine their present value. A cash

flow projection period of 7 years was used for the Tricoya segment calculation to reflect the future cashflows of the

plant, considering the estimated hold period, remaining completion activities and production ramp-up.

The key assumptions used in the value in use calculations are:

• the manufacturing revenues, operating margins and future licence fees estimated by management;

• the timing of completion of the Tricoya Hull plant;

• the timing of completion of construction of additional facilities (and associated output);

• forecast UK natural gas prices;

• the long term growth rate; and

• the discount rate.

The Directors have determined that an impairment of €93 million should be recognised in the Tricoya CGU, of which

€7 million was recognised in the year ended 31 March 2024.

The remaining recoverable amount of the Tricoya CGU at 31 March 2024 is €20m.

Notes to the Financial Statements continued

for the year ended 31 March 2024

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154

The increase in the impairment of the Tricoya segment assets is caused by an increase in market indicators & interest

rates used to calculate the discount rate utilised in the value in use calculation. The discount rate increased by 0.75% to

14.25% (13.5% at 31 March 2023).

Key assumptions applied to the Tricoya CGU were as follows:

• a discount rate of 14.25%;

• Project capital costs to bring the plant into commercial operation of €35m;

• A production capacity of 24,000MT

• A “hold period” of 2 years from 31 March 2024 (period in which no construction activities is performed); and

• a long-term growth rate of 2%.

The impact the following changes to these key assumptions would have, if made in isolation, on the impairment

calculated for the Tricoya CGU is as follows:

• a 1% increase in the discount rate: increase of €6m

• a 1% decrease in the long-term growth rate: increase of €3m

• a 12-month extension in the hold period: increase of €8m

• a 6,000MT increase in the production capacity: decrease of €18m

• a €10m increase in the capital costs to bring the plant into commercial operation: increase of €7m

17. Leases

(i) Amounts recognised in the statement of financial position

The statement of financial position shows the following amounts relating to leases:

		Right-of-use assets
	2024	2023
	€’000	€’000
Right-of-use assets
Properties	2,762	2,880
Equipment	973	1,148
Motor Vehicles	1	16
	3,736	4,044

Additions to the right-of-use assets during the financial year were €757,000 (2023: €590,000).

		Minimum lease payments
	2024	2023
	€’000	€’000
Amounts payable under lease liabilities:
Within one year	771	1,132
In the second to fifth years inclusive	2,364	2,085
After five years	3,242	3,502
Less: future finance charges	(2,039)	(1,984)
Present value of lease obligations	4,338	4,735

OVERVIEW

155

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

17. Leases continued

(ii) Amounts recognised in the statement of profit and loss

The statement of comprehensive income shows the following amounts relating to leases:

	2024	2023
	€’000	€’000
Depreciation charge of right-of-use assets
Properties	428	893
Equipment	625	255
Motor Vehicles	11	34
	1,064	1,182
Interest expense (included in finance cost)	292	294
Expense relating to short-term leases (included in cost of goods sold and administrative expenses)	22	60
Expense relating to leases of low-value assets that are not shown above as short-term leases (included in administrative expenses)	18	18
Expense relating to variable lease payments not included in lease liabilities (included in administrative expenses)	–	–

The total cash outflow for leases in 2024 was €1,044,000 (2023: €940,000)

The Group’s leasing activities and how these are accounted for:

The Group leases various offices, land, equipment and cars. Rental contracts are typically made for fixed periods of

1–10 years, although, if appropriate, a longer term may be entered into. Lease terms are negotiated on an individual

basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants,

but leased assets may not be used as security for borrowing purposes. Lease extension options and lease termination

options are only included in the calculation of the lease liability if there is reasonable certainty that they will be

exercised. Some of the Group’s leases have extension and termination options attached to them.

Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the statement of

comprehensive income over the lease period to produce a constant periodic rate of interest on the remaining balance

of the liability for each period. The right of use asset is depreciated over the shorter of the asset’s useful life and the

lease term on a straight-line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net

present value of the following lease payments:

• Fixed payments (including in-substance fixed payments), less any lease incentives receivable;

• Variable lease payments that are based on an index or a rate;

• Amounts expected to be payable by the lessee under residual value guarantees;

• The exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and

• Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the Group’s incremental borrowing rate, being the rate that the Group would

have to pay to borrow the funds necessary to obtain an asset of similar economic environment within similar terms and

conditions.

Right of use assets are measured at cost comprising the following:

• The amount of initial measurement of lease liability;

• Any lease payments made at or before the commencement date less any lease incentives received;

• Any initial direct costs; and

• Restoration costs.

Payments associated with short-term leases and leases of low value are recognised on a straight-line basis as an

expense in the statement of comprehensive income. Short-term leases are leases with a lease term of 12 months or less.

Low-value assets comprise of small items of office furniture and equipment.

Notes to the Financial Statements continued

for the year ended 31 March 2024

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156

18. Financial asset at fair value through profit or loss

	2024	2023
	€’000	€’000
Shares held in Cleantech Building Materials PLC	–	–

Accsys Technologies PLC has previously purchased a total of 21,666,734 unlisted ordinary shares in Diamond Wood

China. On 23 December 2016, Cleantech Building Materials PLC acquired Diamond Wood China. On 19 April 2017

Cleantech Building Materials acquired the 21,666,734 shares previously owned by the Company and in return the

Company has been issued with 520,001 shares in Cleantech Building Materials PLC.

There continues to be no active market for these shares as at 31 March 2024. As such a reliable fair value cannot be

calculated and the investment is carried at a nil fair value (2023: nil).

A total of 498,522 shares were held at 31 March 2024.

19. Deferred taxation

The Group has a recognised deferred tax asset of €509,000 (2023: €621,000) offsetting a recognised deferred tax

liability of €509,000 (2023: €621,000). See note 11.

The Group also has an unrecognised deferred tax asset of €71m (2023: €62m) which is largely in respect of trading

losses of the UK subsidiaries and has been calculated using the tax rate which is expected to be applicable when the tax

losses are expected to be utilised. The deferred tax asset has been recognised only to the extent of the deferred tax

liability, due to the uncertainty of the timing of future expected profits of the related legal entities which is dependent

on the profits attributable to licensing and future manufacturing income.

20. Subsidiaries

A list of subsidiary investments, including the name, country of incorporation and proportion of ownership interest is

given in note 4 to the Company’s separate financial statements.

21. Inventories

	2024	2023
	€’000	€’000
Raw materials and work in progress	18,214	24,220
Finished goods	7,529	5,726
	25,743	29,946

The amount of inventories recognised as an expense during the year was €75,018,000 (2023: €89,357,000).

22. Trade and other receivables

	2024	2023
	€’000	€’000
Trade receivables	14,044	14,398
Other receivables	1,616	1,154
VAT receivable	874	1,472
Prepayments	1,078	1,051
	17,612	18,075

The Directors consider that the carrying amount of trade and other receivables is approximately equal to their fair

value. Trade and other receivables in the above table are stated net of provision for doubtful debts. The majority of

trade and other receivables is denominated in Euros, with €1,765,000 of the trade and other receivables denominated

in US Dollars (2023: €1,633,000).

OVERVIEW

157

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

22. Trade and other receivables continued

The age of receivables past due but not impaired is as follows:

Ageing of past due but not impaired trade receivables

	2024	2023
	€’000	€’000
Up to 30 days overdue	714	1,361
Over 30 days and up to 60 days overdue	117	290
Over 60 days and up to 90 days overdue	17	–
Over 90 days overdue	–	14
	848	1,665

The Group over the past couple of years has not experienced any bad debt. Based on the current debtor profile the

Group does not expect any bad debts to occur. As a result of this, no material expected credit losses are expected and

therefore no ECL provision has been provided for within these financial statements.

23. Financial liability at amortised cost

	2024	2023
	€’000	€’000
Value Recovery Instrument (“VRI”)	1,102	1,383

In November 2022, NatWest agreed to restructure its TUK debt facility, reducing the principal amount by €9.4m to

total €6m, under a new 7-year term (see note 29). Separate to, and in addition to the amended €6m loan, under the

Value Recovery Instrument (‘VRI’) agreement, NatWest will be entitled to obtain recovery of up to approximately

€9.4m, on a contingent basis, depending on the profitability of the Tricoya Hull plant once operational.

The valuation of the VRI was calculated on the same future cashflows modelled for the Tricoya impairment. See note 16

for a list of the key assumptions.

24. Trade and other payables

	2024	2023
	€’000	€’000
Trade payables	11,824	17,942
Other taxes and social security payable	847	1,083
Accruals and deferred income	6,126	6,871
	18,797	25,896

Notes to the Financial Statements continued

for the year ended 31 March 2024

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158

25. Share capital

		2024	2023
		€’000	€’000
Allotted – Equity share capital
239,518,372	Ordinary shares of €0.05 each (2023: 219,381,693 Ordinary shares of €0.05 each)	11,976	10,963
		11,976	10,963

All ordinary shares are called up, allotted and fully paid.

In the year ended 31 March 2023:

In May 2022, 13,793,103 Placing and Subscription Shares were issued as part of the capital raise to strengthen the

Company’s balance sheet, increase liquidity headroom and fund additional costs to complete the Arnhem Plant Reactor

4 capacity expansion. The Shares were issued at a price of €1.45 (£1.23) per ordinary share, raising gross proceeds of

€20 million (before expenses).

Between August and December 2022, 435,774 Shares were issued following the exercise of nil cost options, granted

under the Company’s 2013 Long Term Incentive Plan (‘LTIP’).

In July 2022, 137,665 shares were issued to an Employee Benefit Trust (EBT) at nominal value, as part of the annual

bonus, in connection with the employee remuneration and incentivisation arrangements for the period from 1 April

2021 to 31 March 2022. These shares will vest in July 2023, subject to the employees continuing employment within the

Group.

In November 2022, 11,875,801 shares were issued to the Tricoya Consortium Partners (INEOS, MEDITE, BGF & Volantis)

at a price of €0.80 (£0.71) per share. This formed part of a Sales Purchase Agreement with the Tricoya Consortium

Partners whereby Accsys acquired the remaining 38.2% holding in TUK that TTL did not already own and the 23.5%

holding in TTL that it did not already own. See note 28.

In January 2023, following the subscription by employees in the prior year for shares under the Employee Share

Participation Plan (the ‘Plan’), 174,144 shares were issued as “Matching Shares” at nominal value under the Plan.

In addition, various employees newly subscribed under the Plan for 203,906 Shares at an acquisition price of €0.81 per

share, with these shares issued to a trust, to be released to the employees after one year, together with an additional

share on a matched basis (subject to continuing employment within the Group).

In the year ended 31 March 2024:

Between July and February, 790,339 Shares were issued following the exercise of nil cost options, granted under the

Company’s 2013 Long Term Incentive Plan (‘LTIP’).

In November 2023, 19,144,281 ordinary shares were issued as part of the capital raise along with a debt extension

package (see note 29) to allow Accsys to commence commercial operations of its North American Accoya plant in

Kingsport, USA, strengthen its balance sheet and increase working capital in the face of a challenging macro trading

environment.

In January 2024, following the subscription by employees in the prior year for shares under the Employee Share

Participation Plan (the ‘Plan’), 202,059 shares were issued as “Matching Shares” at nominal value under the Plan.

OVERVIEW

159

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

26. Other reserves

	Capital		Hedging
	redemption	Merger	Effectiveness		Total Other
	reserve	reserve	reserve	Other reserve	reserves
	€000	€000	€000	€000	€000
Balance at 1 April 2022	148	106,707	295	7,551	114,701
Total comprehensive income for the period	–	–	42	–	42
Balance at 31 March 2023	148	106,707	337	7,551	114,743
Total comprehensive income for the period	–	–	–	–	–
Balance at 31 March 2024	148	106,707	337	7,551	114,743

The closing balance of the capital redemption reserve represents the amounts transferred from share capital on

redemption of deferred shares in a previous year.

The merger reserve arose prior to transition to IFRS when merger accounting was adopted.

The hedging effectiveness reserve reflects the total accounted for under IFRS 9 in relation to the Tricoya segment (see

note 1).

The other reserve represents the amounts received for subsidiary share capital from non-controlling interests net with

the carrying amount of non-controlling interests issued (see note 27).

27. Transactions with non-controlling interests

The total carrying amount of the non-controlling interests in TUK (Tricoya UK Limited) and TTL (Tricoya Technologies

Limited) at 31 March 2022 was €35.5m (2021: €37.2m).

In November 2022, Accsys reached agreement to acquire full ownership of TUK and TTL, from its Consortium Partners

(INEOS, MEDITE, BGF & Volantis). Under the agreement Accsys acquired the remaining 38.2% holding in TUK that TTL

did not already own and the 23.5% holding in TTL that it did not already own.

Consideration of 11.9 million new ordinary Accsys shares was provided to the other Tricoya Consortium Partners valued

at €9.5m (€0.81 per share).

TUK and TTL were consolidated in the Group results in the prior year and continue to be consolidated following this

purchase.

28. Investment in Joint Venture

In August 2020, Accsys together with Eastman Chemical Company formed a new Company, Accoya USA LLC, 60%

owned by Accsys and 40% owned by Eastman. Accoya USA LLC is constructing and will operate an Accoya plant

in Kingsport, Tennessee (USA) to serve the North American market. The plant is designed to initially produce

approximately 43,000 cubic metres of Accoya per annum and to allow for cost-effective expansion.

Under IFRS 11 – Joint arrangements, the two parties are assessed to jointly control the entity, due to the operating

agreement requiring both joint venture partners to approve key business decisions. Accoya USA is accounted for as a

joint venture and equity accounted for within the financial statements.

At 31 March 2024, Accsys and Eastman have contributed combined equity of $70m to Accoya USA LLC.

An eight-year term loan of $70 million has been provided by First Horizon Bank (‘FHB’) of Tennessee, USA. FHB are

also providing a further $10 million revolving line of credit to be utilised to fund working capital. The FHB term loan

is secured on the assets of Accoya USA and will be supported by Accoya USA’s shareholders, including $50 million

through a limited guarantee provided on a pro-rata basis, with Accsys’ 60% share representing $30 million (see note

31). The interest rate varies between 1.3% to 2.1% over USD LIBOR. Principal repayments commence one year following

the completion and start-up of the facility, and are calculated on a ten-year amortisation period.

Notes to the Financial Statements continued

for the year ended 31 March 2024

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160

The carrying amount of the equity-accounted investment is as follows:

	2024	2023
	€’000	€’000
Opening balance	30,859	3,216
Investment in Accoya USA	4,926	28,979
Less: Accsys proportion (60%) of Licence fee received	–	(300)
Loss for the year	(4,100)	(1,036)
Closing balance	31,685	30,859

The Group has equity accounted for the joint venture in these consolidated accounts.

Reconciliation of investment in Accoya USA:

	2024	2023
	€’000	€’000
Net assets of Accoya USA (USD)	60,002	58,425
60% of net assets of Accoya USA (EUR)	33,359	32,229
Less: Accsys proportion (60%) of Licence fee received to date	(1,500)	(1,500)
Foreign exchange movements	(174)	130
Closing balance	31,685	30,859

The income statement, balance sheet and cashflows for Accoya USA LLC, are set out below:

Accoya USA income statement:

	2024	2023
	€’000	€’000
Operating costs	(6,653)	(1,519)
Operating loss	(6,653)	(1,519)
Interest payable	(179)	(207)
Loss before taxation	(6,832)	(1,726)
Tax expense	–	–
Total comprehensive loss for the financial year	(6,832)	(1,726)
Accsys proportion (60%) of US JV EBITDA	(3,724)	(700)
Accsys proportion (60%) of US JV EBIT	(3,993)	(911)
Accsys proportion (60%) of US JV total loss from operations	(4,100)	(1,036)

Balance Sheet:

	2024	2023
	€’000	€’000
Non-current assets
Property, plant and equipment	122,662	69,327
Right of use assets	6,919	6,242
	129,581	75,569
Current assets
Inventories	1,201	–
Trade and other receivables	114	236
Cash and cash equivalents	6,089	8,701
	7,404	8,937
Current liabilities
Trade and other payables	(10,508)	(14,682)
Obligation under lease liabilities	(491)	(455)
Net current liabilities	(3,595)	(6,200)
Non-current liabilities
Obligation under lease liabilities	(6,635)	(5,875)
Other long term borrowing	(63,701)	(9,781)
	(70,336)	(15,656)
Net assets	55,650	53,713

OVERVIEW

161

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

28. Investment in Joint Venture continued

Cash flows:

	2024	2023
	€’000	€’000
Cash flows from operating activities	(4,679)	(1,147)
Cash flows from investing activities	(56,553)	(49,568)
Cash flows from financing activities	58,620	59,181
Net increase in cash and cash equivalents	(2,612)	8,466

29. Commitments under loan agreements

	2024	2023
	€’000	€’000
Loan obligations
Within one year	–	9,500
In the second to fifth years inclusive	32,446	50,288
In greater than five years	27,758	6,132
Present value of loan obligations	60,204	65,920
Amounts payable under loan agreements – undiscounted cashflows:
Within one year	1,646	10,312
In the second to fifth years inclusive	34,294	52,976
After five years	43,917	9,962
Less future finance charges	(19,653)	(7,330)
Present value of loan obligations	60,204	65,920

ABN Debt Facilities

In November 2023, Accsys and ABN Amro agreed to amend and extend the Company’s main borrowing facilities by

18 months to a maturity date of 31 March 2026. The facilities agreement with ABN Amro comprise a

• €33m remaining Term Loan Facility and,

• €25m Revolving Credit Facility (‘RCF’).

• The Term Loan has no scheduled repayments of the term loan until 30 June 2025, quarterly payments of €1.125m

thereafter.

• Term Loan interest varies between 4.34% and 5.34% with additional rolled up interest of 3% accruing on €2.25

million for the period from 5 April 2024 to 4 October 2024, €4.5 million for the period from 5 October 2024 to 4

April 2025 and €6.75 million from 5 April 2025, representing the Term Loan Facility amortisation payments that were

deferred under the amortisation holiday.

• RCF interest rate varies between 3.0% and 4% above EURIBOR.

Approximately €20m of the RCF was utilised to provide a Letter of Credit by ABN Amro to FHB in support of the

Accoya USA JV funding arrangements, and the remaining €5 million was undrawn at 31 March 2024.

The facilities are secured against the assets of the Group which are 100% owned by the Company and include

covenants such as net leverage, interest cover which are based upon the results and assets which are 100% owned by

the Company and minimum liquidity covenants.

Notes to the Financial Statements continued

for the year ended 31 March 2024

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162

Convertible Loan notes

In the November 2023 capital raise, new unsecured, non-transferable convertible loan notes were issued totalling

€21 million (including the refinancing and discharge of the existing €10 million 2022 Convertible Loan).

The convertible loans have a 6 year term and carry a fixed rate coupon of 9.5%. For the first 2.5 years the coupon is

rolled up and deferred and following the 2.5 year period, the deferred interest can either be converted into ordinary

shares of the Company or paid in cash over the remaining 3.5 years at the option of the holders of the convertible loan

notes. Following that 2.5 year period, interest shall be payable in cash.

The convertible loan note holders will have the right to convert the convertible loan notes they hold into Ordinary

Shares of the Company at a price of 83.22 Euro cents per share.

Tricoya Natwest facility:

In November 2022, Tricoya UK Limited (the Company’s subsidiary) agreed with Natwest Bank plc to restructure its TUK

debt facility, reducing the principal amount to a €6m loan with a 7 year term. The facility is secured by fixed and floating

charges over all assets of Tricoya UK Limited.

Interest is calculated with the margin ranging from 325 to 475 basis points plus Euribor and capitalised during the

7 year term. No repayments are due until the facility maturity date.

At 31 March 2024, the Group had €6.7m (31 March 2023: €6.0m) borrowed under the facility.

Tricoya UK Limited also provided a Value Recovery Instrument (“VRI”) agreement to Natwest, to recover up to

approximately €9.4m, on a contingent basis, depending on profitability of the Tricoya Hull plant once operational.

The contingent payments to NatWest are based upon free cash-flow generated by the Hull plant (see note 23).

Accoya USA facility:

In March 2022 the Company’s joint venture, Accoya USA agreed an eight-year $70 million loan from First Horizon Bank

(‘FHB’) of Tennessee, USA in respect of the construction and operation of the Accoya USA plant. FHB are also providing

a further $10 million revolving line of credit to be utilised to fund working capital. The FHB term loan is secured on the

assets of Accoya USA and is supported by Accoya USA’s shareholders, including $50 million through a limited guarantee

provided on a pro-rata basis, with Accsys’ 60% share representing $30 million (see note 28 & 31). The interest rate

varies between 1.3% to 2.1% over USD LIBOR. Principal repayments commence one year following the completion and

start-up of the facility, and are calculated on a ten-year amortisation period. Accoya USA is equity accounted for in

these financial statements, therefore this Borrowing is not included in the Group’s borrowings. (See note 28).

To support Accsys’ limited guarantee, Accsys provided a $20 million Letter of Credit (‘LC’) to FHB. The LC is issued by

ABN Amro, utilising part of the revolving credit facility.

Reconciliation to net debt:

	2024	2023
	€’000	€’000
Cash and cash equivalents	27,427	26,593
Less:
Amounts payable under loan agreements	(60,204)	(65,920)
Amounts payable under lease liabilities (note 17)	(4,338)	(4,735)
Net debt	(37,115)	(44,062)

OVERVIEW

163

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

29. Commitments under loan agreements continued

Reconciliation of free cashflow

	2024	2023
	€’000	€’000
Net cash from operating activities	7,197	16,733
Investment in property, plant and equipment	(3,475)	(30,291)
Free cashflow	3,722	(13,558)

Restricted cash

In the prior year, the cash and cash equivalents disclosed above and in the Consolidated statement of cash flow includes

$10 million which is pledged to ABN Amro as collateral for the $20 million Letter of Credit provided to FHB (see note 28

& 31). In the current year, this cash pledged was released as part of the funding arrangements agreed with ABN Amro in

November 2023.

Reconciliation to adjusted cash:

	2024	2023
	€’000	€’000
Cash and cash equivalents	27,427	26,593
Less: Cash pledged to ABN for Letter of Credit	–	(9,828)
Adjusted Cash	27,427	16,765

	Borrowings	Leases	Sub-total	Cash	Total
	€’000	€’000	€’000	€’000	€’000
Net debt as at 31 March 2022	(63,989)	(5,217)	(69,206)	42,054	(27,152)
Cash flows	(10,000)	940	(9,060)	(16,984)	(26,044)
New leases	–	(590)	(590)	–	(590)
Foreign exchange adjustments	–	67	67	1,523	1,590
Other changes	8,069	65	8,134	–	8,134
Net debt as at 31 March 2023	(65,920)	(4,735)	(70,655)	26,593	(44,062)
Cash flows	17,000	1,044	18,044	533	18,577
New leases	–	(757)	(757)	–	(757)
Foreign exchange adjustments	–	40	40	301	341
New loans	(9,901)	–	(9,901)	–	(9,901)
Other changes	(1,383)	70	(1,313)	–	(1,313)
Net debt as at 31 March 2024	(60,204)	(4,338)	(64,542)	27,427	(37,115)

Other changes relate to accrued interest and other financing costs. In the prior year, the majority of other changes

related to the Tricoya restructure which has been detailed above within this note and accrued interest.

30. Equity options

On the 29 March 2017, the Company announced the formation of the Tricoya Consortium and as part of this, funding

was agreed with BGF Business Growth Fund). In addition to the issue of the Loan Notes, which have since been repaid

as part of the Group re-finance in October 2021, the Company issued 8,449,172 options over Ordinary Shares of the

Company to BGF exercisable at a price of £0.62 per Ordinary Share at any time until 31 December 2026 (the ‘Options’).

At 31 March 2024 a total 8,449,172 Options exist attributable to BGF. This represents 3.5% (2023: 3.9%) of the issued

share capital of the Company as at 31 March 2024.

See note 29 for details on the convertible loan notes issued during the November 2023 capital raise.

Notes to the Financial Statements continued

for the year ended 31 March 2024

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164

31. Guarantee provided to FHB

In March 2022 the Company’s joint venture, Accoya USA agreed an eight-year $70million loan from First Horizon Bank

(‘FHB’) of Tennessee, USA in respect of the construction and operation of the Accoya USA plant and a further $10

million revolving line of credit to be utilised to fund working capital (see note 28 & 29). The FHB term loan is supported

by Accoya USA’s shareholders, including $50 million through a limited guarantee provided on a pro-rata basis, with

Accsys’ 60% share representing $30 million (see note 28).

To support Accsys’ limited guarantee, Accsys provided a $20 million Letter of Credit, issued by ABN Amro, to FHB (see

note 29).

The $30 million limited guarantee provided to FHB is accounted for under IFRS 9 ‘Financial instruments’ and held at a

fair value of € nil, representing a present value calculation of €8.6 million weighted by the estimated probability of FHB

calling on the guarantee being close to 0%, and therefore any remaining value being close to € nil. This probability has

been assessed due to the requirements in place under the Joint venture operating agreement to fund cost over runs

on the project, should they arise.

32. Financial instruments

Financial instruments

Lease liabilities

Lease creditors of €4,338,000 as at 31 March 2024 (2023: €4,735,000) relates to various offices, land, equipment and

cars that the Group leases (see note 17).

Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while

maximising the return to shareholders.

The capital structure of the Group consists of cash and cash equivalents and equity attributable to owners of the

parent Company, comprising share capital, reserves and accumulated losses.

The Board reviews the capital structure on a regular basis. As part of that review, the Board considers the cost of

capital and the risks associated with each class of capital. Based on the review, the Group will balance its overall capital

structure through new share issues and the raising of debt if required.

The Group’s strategy is to maintain a Net Debt / EBITDA ratio of below 2.5x over the longer term while remaining within

covenant levels set in its ABN Amro loan facility. One of the key covenants under the ABN Amro facility is the Net Debt/

EBITDA ratio based upon the results and assets which are 100% owned by the Company, with the covenant test at

2.5x, increasing to 2.75x for the covenant tests for the 12 months ending 30 September 2024, 31 December 2024 and

31 March 2025 and then returning to 2.5x. On this basis, Net Debt/EBITDA ratio was calculated at 0.6 for the year

ending 31 March 2024.

No final dividend is proposed in 2024 (2023: €nil). The Board deems it prudent for the Company to protect as strong a

statement of financial position as possible during the current phase of the Company’s growth strategy.

OVERVIEW

165

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

32. Financial instruments continued

Financial Instruments by category

			At fair value
	Fair value	At amortised	though profit	At fair value
2024/ € ‘000	hierarchy	cost	or loss	through OCI	Total
Financial assets
Trade and other receivables		15,660	–	–	15,660
Financial asset investments	Level 2	–	–	–	–
Cash and cash equivalents		27,427	–	–	27,427
Total		43,087	–	–	43,087

			At fair value
	Fair value	At amortised	though profit	At fair value
2023/ € ‘000	hierarchy	cost	or loss	through OCI	Total
Financial assets
Trade and other receivables		15,552	–	–	15,552
Financial asset investments	Level 2	–	–	–	–
Cash and cash equivalents		26,593	–	–	26,593
Total		42,145	–	–	42,145

			At fair value
	Fair value	At amortised	though profit	At fair value
2024/ € ‘000	hierarchy	cost	or loss	through OCI	Total
Financial liabilities
Borrowings – loans		(60,204)	–	–	(60,204)
Lease liabilities		(4,338)	–	–	(4,338)
Trade and other payables		(11,824)	–	–	(11,824)
Value Recovery Instrument (“VRI”)	Level 2	(1,102)	–	–	(1,102)
Total		(77,468)	–	–	(77,468)

			At fair value
	Fair value	At amortised	though profit	At fair value
2023/ € ‘000	hierarchy	cost	or loss	through OCI	Total
Financial liabilities
Borrowings – loans		(65,920)	–	–	(65,920)
Lease liabilities		(4,735)	–	–	(4,735)
Trade and other payables		(17,942)	–	–	(17,942)
Value Recovery Instrument (“VRI”)		(1,383)			(1,383)
Total		(89,980)	–	–	(89,980)

Money market deposits are held at financial institutions with high credit ratings (Standard & Poor’s rating of A).

All assets and liabilities mature within one year except for the lease liabilities, for which details are given in note 17 and

loans, for which details are given in note 29.

Trade payables are payable on various terms, typically not longer than 30 to 60 days with the exception of some major

capex items.

Market risk

The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and

interest rates.

Financial risk management objectives

The Group’s treasury policy is structured to ensure that adequate financial resources are available for the development

of its business whilst managing its currency, interest rate, counterparty credit and liquidity risks. The Group’s treasury

strategy and policy are developed centrally and approved by the Board.

Notes to the Financial Statements continued

for the year ended 31 March 2024

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166

Foreign currency risk management

The Group’s functional currency is the Euro with the majority of operating costs and balances denominated in Euros. An

increasing proportion of costs will be incurred in pounds sterling as the Group’s activities associated with the Tricoya

plant in Hull increase, although future revenues will be in Euros or other currencies. Equity contributions into Accoya

USA and a smaller proportion of revenue and expenditure are incurred in US dollars and expenditure is also incurred in

pounds sterling. In addition some raw materials, while priced in Euros, are sourced from countries which are not within

the Eurozone. The Group monitors any potential underlying exposure to other exchange rates.

If exchange rates changed by 5% from exchange rates at 31 March 2024, the effect on the P&L from the revaluation of:

• Trade Receivables – P&L impact would not be material. The details of the Trade receivables per Currency is disclosed

in note 22 with the US Dollar receivables held in Titan Wood Inc, which has a US Dollar reporting currency.

• Trade payables – P&L impact would be approximately €144,000.

Interest rate risk management

Some of the Group’s borrowings have variable interest rates based on a relevant benchmark (i.e. EURIBOR) plus an

agreed margin. Surplus funds are invested in short term interest rate deposits to reduce exposure to changes in

interest rates. The Group does not currently enter into any interest rate hedging arrangements, although will review

the need to do so in respect of the variable interest rate loan facilities.

If the interest rate changed by 5% on loans which have a variable interest element, the P&L impact would be

approximately €341,000.

Credit risk management

The Group is exposed to credit risk due to its trade receivables from customers and cash deposits with financial

institutions. The Group’s maximum exposure to credit risk is limited to their carrying amount recognised at the balance

sheet date.

The Group ensures that sales are made to customers with an appropriate credit history to reduce the risk where this is

considered necessary. The Directors consider the trade receivables at year end to be of good credit quality including

those that are past due (see note 22). The Group is not exposed to any significant credit risk exposure in respect of

any single counterparty or any group of counterparties with similar characteristics other than the balances which are

provided for as described in note 22.

The Group has credit risk from financial institutions. Cash deposits are placed with a group of financial institutions with

suitable credit ratings in order to manage credit risk with any one financial institution. All Financial institutions utilised

by the Group, and with which the Group holds cash balances have investment grade credit ratings.

Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the Board, which has built an appropriate liquidity

risk management framework for the management of the Group’s short-, medium- and long-term funding and liquidity

management requirements. The Group manages liquidity risk by maintaining adequate reserves and banking facilities

by continuously monitoring forecast and actual cash flows and matching the maturity profile of financial assets and

liabilities. See note 17 & 29.

Fair value of financial instruments

In the opinion of the Directors, there is no material difference between the book value and the fair value of all financial

assets and financial liabilities.

OVERVIEW

167

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

33. Capital Commitments

	2024	2023
	€’000	€’000
Contracted but not provided for in respect of property, plant and equipment	–	–

34. Related party transactions

Loan from De Engh BV Limited

As part of the Accoya USA JV funding arrangements, in the prior year, Accsys provided a $20 million Letter of Credit

(‘LC’) to FHB. (see note 29 & 31). To support the LC, Accsys agreed a €10 million convertible loan with De Engh BV

Limited (‘De Engh’) in March 2022, an investment company based in the Netherlands (the ‘Convertible Loan’) and a

Accsys shareholder holding 10.57% of Accsys’ issued share capital at 31 March 2023. The Convertible Loan proceeds

were placed with ABN Amro solely as cash collateral to enable ABN Amro to grant the $20 million LC to FHB.

In November 2023, the convertible loan with De Engh BV was discharged and refinanced. New convertible loans

totalling €21 million were issued to current shareholders (see note 29).

There have been no other related party transactions in the year.

35. Events occurring after 31 March 2024

On 16 May 2024, Steven Salo stepped down from his role as Chief Financial Officer. A search is underway for a

replacement. During this period, Hans Pauli will act as an Interim CFO. Hans has been with the Group for over

14 years in various roles, amongst others as CFO from 2010 to 2012. There have been no other material events since

31 March 2024.

Notes to the Financial Statements continued

for the year ended 31 March 2024

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

168

Company Statement of Financial Position

as at 31 March 2024

		2024	2023
	Note	€’000	€’000
Non-current assets
Investments in subsidiaries	4	27,283	25,803
Right of use assets		–	3
Financial asset at fair value through profit or loss	5	–	–
		27,283	25,806
Current assets
Debtors	6	291,756	279,062
Cash at bank and in hand		21	12,062
		291,777	291,124
Creditors: amounts falling due within one year	7	(12,916)	(22,485)
Net current assets		278,861	268,639
Creditors: amounts falling due after more than one year	8/9	(53,529)	(50,288)
Net assets		252,615	244,157
Capital and reserves
Called up Share capital	10	11,976	10,963
Share premium account		262,394	250,717
Reserve for own shares		(8)	(8)
Capital redemption reserve		148	148
Profit and loss account		(21,895)	(17,663)
Total shareholders’ funds		252,615	244,157

The notes on pages 171 to 177 form an integral part of the parent Company financial statements.

The financial statements were approved by the Board and authorised for issue on 25 June 2024 and signed on its

behalf by:

Jelena Arsic van Os Roland Waibel

Director Director

OVERVIEW

169

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

Company Statement of Changes in Equity

for the year ended 31 March 2024

		Share	Capital			Total
	Called up	premium	redemption		Profit and	Shareholders
	Share capital	account	Reserve	Own Shares	loss account	Funds
	€000	€000	€000	€000	€000	€000
Balance at 31 March 2022	9,638	223,326	148	(6)	(11,535)	221,571
Loss for the financial year	–	–	–	–	(6,472)	(6,472)
Share based payments	–	–	–	–	366	366
Shares issued	1,325	–	–	(2)	(22)	1,301
Premium on shares issued	–	28,477	–	–	–	28,477
Share issue costs	–	(1,086)		–	–	(1,086)
Balance at 31 March 2023	10,963	250,717	148	(8)	(17,663)	244,157
Loss for the financial year	–	–	–	–	(5,712)	(5,712)
Share based payments	–	–	–	–	1,480	1,480
Shares issued	1,013	–	–	–	–	1,013
Premium on shares issued	–	12,319	–	–	–	12,319
Share issue costs	–	(642)	–	–	–	(642)
Balance at 31 March 2024	11,976	262,394	148	(8)	(21,895)	252,615

The profit and loss includes €8,010,000 of non-distributable reserves arising from the liquidation of Accsys Chemicals

Limited in the year ended 31 March 2007.

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

170

Notes to the Company Financial Statements

for the year ended 31 March 2024

1. Accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These

policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

The separate financial statements of Accsys Technologies PLC (‘the Company’) have been prepared in accordance with

Financial Reporting Standard 101, ‘Reduced Disclosure Framework’ (FRS 101) for the year ended 31 March 2024. The

financial statements have been prepared under the historical cost convention, as modified by the revaluation of land

and buildings and derivative financial assets and financial liabilities measured at fair value through profit or loss, and in

accordance with the Companies Act 2006.

The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting

estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting

policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are

significant to the financial statements are disclosed in note 2 of the Group financial statements.

The following exemptions from the requirements of IFRS have been applied in the preparation of these financial

statements, in accordance with FRS 101:

• The Company has taken advantage of the exemption in FRS 101, and has not disclosed information required by the

standard as the consolidated financial statements, in which the Company is included, provide equivalent disclosures

for the Group under IFRS 7 ‘Financial instruments: disclosures’.

• The Company has taken advantage of the exemption available under FRS 101 and not disclosed related party

transactions with wholly owned subsidiary undertakings.

• The Company has taken advantage of the exemption available under FRS 101 and the requirements of IAS 7 to not

disclose a Statement of Cash Flows.

As permitted under section 408 of the Act the Company has elected not to present its own profit and loss account for

the year. The loss for the financial year was €5,712,000 (2023: €6,472,000).

Going concern

The Company from a going concern perspective is inextricably linked to the Group. As explained in note 1 to the

Group’s consolidated financial statements, the Directors have concluded that it is appropriate to prepare the Group’s

consolidated financial statements on a going concern basis. This conclusion also applies to the preparation of the

Company’s financial statements for the reasons set out in that note.

Investments

Except where a reliable fair value cannot be obtained, unlisted shares held by the Company are stated at historical cost

less any provision for impairment.

Share based payments

When the parent entity grants options over equity instruments directly to the employees of a subsidiary undertaking,

then in the parent company financial statements the effect of the share based payment is capitalised as part of the

investment in the subsidiary as a capital contribution, with a corresponding increase in equity. The fair value of the

options granted is measured using a modified Black Scholes model, taking into account the terms and conditions

upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number

of share options that vest only where vesting is dependent upon the satisfaction of service and non-market vesting

conditions.

Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest

at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on

the number of options which eventually vest. Market vesting conditions are factored into the fair value of the options

granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

OVERVIEW

171

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

1. Accounting policies continued

Deferred taxation

Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment

of certain items for taxation and accounting purposes except for deferred tax assets which are only recognised to

the extent that the Company anticipates making sufficient taxable profits in the future to absorb the reversal of the

underlying timing differences. Deferred tax balances are not discounted.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid.

Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Financial assets

Debtors & Cash at bank and in hand

The Company follows the Group’s accounting policies for Debtors and Cash. See note 1 to the Group financial

statements.

Financial liabilities

Other financial liabilities

Trade payables and other financial liabilities are initially recognised at fair value and subsequently carried at amortised

cost using the effective interest method.

Accounting judgements

In preparing the Financial Statements, management has to make judgments on how to apply the accounting policies and

make estimates about the future. The critical judgements that have been made in arriving at the amounts recognised in

the Financial Statements and the key sources of uncertainty that have a significant risk of causing a material adjustment

to the carrying value of assets and liabilities in the next financial year are discussed below:

Financial asset at fair value through profit or loss

The Company has an investment in listed equity shares carried at nil fair value as a reliable fair value cannot be obtained

since there is no active market for the shares and there is currently uncertainty around the future funding of the

business. The Company makes appropriate enquiries and considers all of the information available to it in order to

determine the fair value.

Carrying value of intercompany receivables and investments in subsidiaries

The recoverable amounts of these balances have been determined based on value in use calculations. These

calculations require the use of judgements in relation to discount rates and future forecasts. The recoverability of these

balances is dependent upon the level of future licence fees and manufacturing revenues relating to group companies.

While the scope and timing of the production facilities to be built under the Group’s existing and future agreements

remains uncertain, the Directors remain confident that revenue from own manufacturing, existing licensees, new

licence or consortium agreements will be generated, demonstrating the recoverability of these balances.

Prior year adjustment

In the prior year, Titan Wood Limited issued shares to the Company for a total consideration of €8.4m. This transaction

was incorrectly disclosed within Amounts owed by Group Undertakings. The prior year numbers have been adjusted

to correct for this. The effect of this adjustment was to increase investments in subsidiaries by €8.4m (see note 4) and

decrease Amounts owed by Group undertakings (see note 6). There was no P&L impact from this change.

2. Profit and loss account

A loss of €5,712,000 (2023: €6,472,000) is dealt with in the Company financial statements of Accsys Technologies PLC.

The Directors have taken advantage of the exemption available under section 408 of the Companies Act 2006 and

not presented a profit and loss account for the Company. Fees payable to the Company’s auditors for the audit of the

Group’s annual financial statements was €193,000 (2023: €183,000). Fees payable to the Company’s auditors for the

audit of the Company’s subsidiaries was €212,000 (2023: €205,000), fees payable to Component auditors for audit of

subsidiaries was €190,000 (2023: 182,000).

Notes to the Company Financial Statements continued

for the year ended 31 March 2024

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172

The information disclosed in the Group’s consolidated financial statements under IFRS2 ‘Share-based payment’ is within

note 14, providing further information regarding the Company’s equity settled share based payment arrangements.

3. Employees

The Company had no employees other than Executive Directors (2024: 2 and 2023: 2) during the current or prior year.

Non-executive Directors received emoluments in respect of their services to the Company of €403,000 (2023:

€442,000). Details have been included in the Remuneration Report. The Company did not operate any pension

schemes during the current or preceding year.

4. Investments in subsidiaries

The Directors have considered the recoverability of the carrying values, taking into account the net assets as well as

the long term expected performance of the subsidiaries and do not consider that any impairment is currently required.

The recoverable amount is determined based on a value in use calculation which uses cash flow projections based on

Board approved financial budgets. Cash flows have been projected for a period of 5 to 7 years plus a terminal value

discounted at a pre-tax discount rate of 14.25% per annum (2023: 13.5%) and a growth rate of 2% to determine their

present value. The key assumption used in the value in use calculations is the level of manufacturing revenues and

future licence fees estimated by management over the budget period. These have been based on past experience and

expected future revenues but are limited to existing assets and those under construction.

	€’000
Cost
At 1 April 2022	21,698
Additions	8,419
Share based payments	366
At 31 March 2023	30,483
Additions	–
Share based payments	1,480
At 31 March 2024	31,963
Impairment
At 1 April 2022 and 1 April 2023 and 31 March 2024	4,680
Net book value
At 31 March 2024	27,283
At 31 March 2023	25,803

The following were the principal subsidiary undertakings at the end of the year and have all been included in the

financial statements:

In the prior year, Titan Wood Limited issued shares to the Company for a total consideration of €8.4m. This transaction

was incorrectly disclosed within Amounts owed by Group Undertakings. The prior year numbers have been adjusted

to correct for this. The effect of this adjustment was to increase investments in subsidiaries by €8.4m and decrease

Amounts owed by Group undertakings (see note 6). There was no P&L impact from this change.

OVERVIEW

173

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

4. Investments in subsidiaries continued
		2024	2023
		% shares	% shares
		and voting	and voting
		rights	rights
	Class	held	held
Subsidiary undertakings
Titan Wood Technology BV (Netherlands)	Ordinary	100	100
Titan Wood BV (Netherlands)	Ordinary	100	100
Titan Wood Limited (UK)	Ordinary	100	100
Titan Wood Inc (USA)	Ordinary	100	100
Accsys (Accoya USA) Holdings LLC (USA)	Ordinary	100	100
Accsys USA Holdings Inc (USA)	Ordinary	100	100
Tricoya Technologies Limited (UK)	Ordinary	100	100
Tricoya UK Limited (UK)	Ordinary	100	100
Accoya Color UK Limited (UK)	Ordinary	100	100
Accsys Jersey Limited (Jersey)	Ordinary	100	0
Joint venture undertakings
Accoya USA LLC (USA)	Ordinary	60	60

The shares in Titan Wood BV, Titan Wood Inc, Accsys (Accoya USA) Holdings LLC, Accsys USA Holdings Inc, Accoya USA

LLC, Accoya Color UK Limited, Tricoya Technologies Ltd and Tricoya UK Ltd are held indirectly by the Company.

The principal activities of these companies were as follows:

Titan Wood Technology B.V. *	The provision of technical and engineering services to licensees, and the technical
	development of acetylation opportunities.
Titan Wood B.V. *	The manufacture and sale of Accoya acetylated wood.
Titan Wood Limited **	Establishing global market penetration of Accoya and Tricoya as the premium wood and wood
	elements brands respectively for external applications requiring durability, stability and
	reliability through the licensing of the Group’s proprietary process for wood acetylation.
Titan Wood Inc. ****	Provision of Sales, Marketing and Technical services.
Accsys (Accoya USA) Holdings LLC ****	Holdings company
Accsys USA Holdings Inc ****	Holdings company
Tricoya Technologies Limted **	Engaged in the commercialisation of technology for the production of Tricoya Wood Elements
	around the world.
Tricoya UK Limited **	The construction and operation of manufacturing plant for Tricoya wood chips as the premium
	wood elements brand for external applications requiring durability, stability and reliability.
Accoya Color UK Limited (UK) **	The manufacture of colored acetylated wood.
Accsys Jersey Limited ***	The issuing of convertible loan notes on the Group’s behalf.
Accoya USA LLC ****	The construction and operation of a manufacturing plant for Accoya acetylated wood to serve
	the North American market.

Registered office of subsidiaries:

* P.O. Box 2147, 6802 CC, Arnhem, The Netherlands

** 4th Floor, 3 Moorgate Place, London, EC2R 6EA, United Kingdom

*** 22 Grenville Street, St Helier, JE4 8PX, Jersey

*** *Building 470, 200 South Wilcox Drive, Kingsport, Tennessee, 37660, USA

Notes to the Company Financial Statements continued

for the year ended 31 March 2024

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174

5. Financial asset at fair value through profit or loss

	2024	2023
	€’000	€’000
Shares held in Cleantech Building Materials PLC	–	–

Accsys Technologies PLC has previously purchased a total of 21,666,734 unlisted ordinary shares in Diamond Wood

China. On 23 December 2016, Cleantech Building Materials PLC acquired Diamond Wood China. On 19 April 2017

Cleantech Building Materials acquired the 21,666,734 shares previously owned by the Company and in return the

Company has been issued with 520,001 shares in Cleantech Building Materials PLC, a listed company trading on the

Nasdaq First North market in Copenhagen.

There continues to be no active market for these shares as at 31 March 2024. As such a reliable fair value cannot be

calculated and the investment is carried at a nil fair value (2023: nil).

A total of 498,522 shares were held at 31 March 2024.

6. Debtors

	2024	2023
	€’000	€’000
Amounts owed by Group undertakings	291,691	278,443
Prepayments and accrued income	65	619
	291,756	279,062

In the prior year, Titan Wood Limited issued shares to the Company for a total consideration of €8.4m. This transaction

was incorrectly disclosed within Amounts owed by Group Undertakings. The prior year numbers have been adjusted

to correct for this. The effect of this adjustment was to increase investments in subsidiaries by €8.4m (see note 4) and

decrease Amounts owed by Group undertakings. There was no P&L impact from this change.

The amounts owed by Group undertakings currently have no repayment plans in place, however the intention is for

the Group’s subsidiaries to repay this balance in the future. A repayment plan will be determined and commence for

the loan when the subsidiaries have surplus cash and the Group requires the cash for other purposes. The Directors

have considered the recoverability of the balances, taking into account the net assets as well as the long term expected

performance of the subsidiaries and do not consider that any impairment is currently required. The group will use the

operational profits of the subsidiaries to flow cash around the group thus repaying the loans. The recoverable amount

is determined based on a value in use calculation which uses cash flow projections based on latest board approved

financial budgets. Cash flows have been projected for a period of 5 to 7 years plus a terminal value discounted at a pre-

tax discount rate of 14.25% (2023: 13.5%) and a 2% growth rate to determine their present value. Refer to note 16 of

the Group financial statements for the key assumptions and sensitivity analysis for this calculation.

7. Creditors: amounts falling due within one year

	2024	2023
	€’000	€’000
Trade creditors	707	908
Amounts owed to Group undertakings	11,677	11,695
Obligation under lease liabilities	6	3
Short term borrowings	–	9,500
VAT	62	–
Accruals and deferred income	464	379
	12,916	22,485

The amounts owed to Group undertakings are payable upon demand and are unsecured.

OVERVIEW

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STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

8. Commitments under lease liabilities

		Minimum lease payments
	2024	2023
	€’000	€’000
Amounts payable under lease liabilities:
Within one year	6	3
In the second to fifth years inclusive	–	–
After five years	–	–
Less: future finance charges	–	–
Present value of lease obligations	6	3

9. Commitments under loan agreements

	2024	2023
	€’000	€’000
Amounts payable under loan agreements:
Within one year	–	10,311
In the second to fifth years inclusive	35,940	52,977
After five years	33,370	–
Less future finance charges	(15,781)	(3,500)
Present value of loan obligations	53,529	59,788

10. Called up Share capital

		2024	2023
		€’000	€’000
Allotted – Equity share capital
239,518,372	Ordinary shares of €0.05 each (2023: 219,381,693 Ordinary shares of €0.05 each)	11,976	10,963
		11,976	10,963

In the year ended 31 March 2023:

In May 2022, 13,793,103 Placing and Subscription Shares were issued as part of the capital raise to strengthen the

Company’s balance sheet, increase liquidity headroom and fund additional costs to complete the Arnhem Plant Reactor

4 capacity expansion. The Shares were issued at a price of €1.45 (£1.23) per ordinary share, raising gross proceeds of

€20 million (before expenses).

Between August and December 2022, 435,774 Shares were issued following the exercise of nil cost options, granted

under the Company’s 2013 Long Term Incentive Plan (‘LTIP’).

In July 2022, 137,665 shares were issued to an Employee Benefit Trust (EBT) at nominal value, as part of the annual

bonus, in connection with the employee remuneration and incentivisation arrangements for the period from

1 April 2021 to 31 March 2022. These shares will vest in July 2023, subject to the employees continuing employment

within the Group.

In November 2022, 11,875,801 shares were issued to the Tricoya Consortium Partners (INEOS, MEDITE, BGF & Volantis)

at a price of €0.80 (£0.71) per share. This formed part of a Sales Purchase Agreement with the Tricoya Consortium

Partners whereby Accsys acquired the remaining 38.2% holding in TUK that TTL did not already own and the 23.5%

holding in TTL that it did not already own. See note 28.

In January 2023, following the subscription by employees in the prior year for shares under the Employee Share

Participation Plan (the ‘Plan’), 174,144 shares were issued as “Matching Shares” at nominal value under the Plan.

In addition, various employees newly subscribed under the Plan for 203,906 Shares at an acquisition price of €0.81 per

share, with these shares issued to a trust, to be released to the employees after one year, together with an additional

share on a matched basis (subject to continuing employment within the Group).

In the year ended 31 March 2024:

Between July and February, 790,339 Shares were issued following the exercise of nil cost options, granted under the

Company’s 2013 Long Term Incentive Plan (‘LTIP’).

Notes to the Company Financial Statements continued

for the year ended 31 March 2024

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

176

In November 2023, 19,144,281 ordinary shares were issued as part of the capital raise along with a debt extension

package (see note 29 of the Group financial statements) to allow Accsys to commence commercial operations of its

North American Accoya plant in Kingsport, USA, strengthen its balance sheet and increase working capital in the face

of a challenging macro trading environment.

In January 2024, following the subscription by employees in the prior year for shares under the Employee Share

Participation Plan (the ‘Plan’), 202,059 shares were issued as “Matching Shares” at nominal value under the Plan.

11. Reconciliation of movements in shareholders’ funds

	2024	2023
	€’000	€’000
Loss for the financial year	(5,712)	(6,472)
Share based payments charged to subsidiaries	1,480	366
Proceeds from issue of shares	13,332	29,802
Share issue costs	(642)	(1,086)
Shares issued related to Employee share plans	–	(22)
Own shares	–	(2)
Net increase in shareholders’ funds	8,458	22,586
Opening shareholders’ funds	244,157	221,571
Closing shareholders’ funds	252,615	244,157

12. Dividends Paid

	2024	2023
	€’000	€’000
Final Dividend €Nil (2023: €Nil) per Ordinary share proposed and paid during year relating to the previous
year’s results	–	–

13. Deferred taxation

The Company has an unrecognised deferred tax asset of €7.0m (2023: €6.7m) which is largely in respect of trading

losses and has been calculated using the tax rate which is expected to be applicable when the tax losses are expected

to be utilised. The deferred asset has not been recognised due to the uncertainty of the timing of future expected

profits of the fellow subsidiary (in which the Company is in the same tax group) attributable to licensing activities.

14. Guarantee provided to FHB

In March 2022 the Company’s joint venture, Accoya USA agreed an eight-year $70million loan from First Horizon

Bank (‘FHB’) of Tennessee, USA in respect of the construction and operation of the Accoya USA plant and a further

$10 million revolving line of credit to be utilised to fund working capital (see note 28 & 29 in the Group financial

statements). The FHB term loan is supported by Accoya USA’s shareholders, including $50 million through a limited

guarantee provided on a pro-rata basis, with Accsys’ 60% share representing $30 million.

15. Guarantee provided on convertible loan notes issued by Accsys Jersey Limited

In the November 2023 fundraise, Accsys Group issued €21 million of new convertible loans through the Company’s

subsidiary Accsys Jersey Limited (see note 29 in the Group financial statements for further details on these convertible

loan notes). The Company has provided a guarantee to the Convertible loan holders for the obligations under the

convertible loan notes and the Company is contracted to provide to the convertible loan note holders ordinary shares

in the Company if the convertible loan notes are converted.

OVERVIEW

177

STRATEGIC REPORTFINANCIAL STATEMENTS GOVERNANCE

Shareholder Information

Accsys Technologies PLC is a public limited company incorporated in the United Kingdom

Directors Trudy Schoolenberg

Dr Jelena Arsic van Os

Edwin Bouwman

Louis Eperjesi

Roland Waibel

Non-Executive Chair

Chief Executive Officer

Non-Executive Director

Company Secretary Nick Hartigan

Company Number 05534340

Registered Office 4th Floor

3 Moorgate Place

London

EC2R 6EA

Bankers Barclays Bank

One Churchill Place

London

E14 5HP

NatWest Bank

250 Bishopsgate

London

EC2M 4AA

ABN AMRO Bank

Velperweg 37

6824 BM Arnhem

The Netherlands

Registrars Link Group

Central Square

29 Wellington Street

Leeds

LS1 4DL

Independent Auditors PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

1 Embankment Place

London, WC2N 6RH

Lawyers Slaughter & May

One Bunhill Row

London

EC1Y 8YY

Broker and Nomad Numis Securities Ltd

45 Gresham Street

London, EC2V 7BF

Corporate Access,

The Netherlands

ABN AMRO Bank N.V.

Gustav Mahlerlaan 10

1082 PP Amsterdam

Netherlands

| Accsys Technologies PLC | Annual Report and Financial Statements 2024

178

Accsys Technologies PLC Annual Report and Financial Statements 2024

www.accoya.com www.tricoya.comwww.accsysplc.com

Accsys Technologies PLC

4th Floor

3 Moorgate Place

London

EC2R 6EA

United Kingdom

+44 (0)20 7421 4300

Accsys®, Accoya®, Tricoya® and the Trimarque Device are registered trademarks owned by Titan Wood Limited (‘TWL’), a wholly owned subsidiary

of Accsys Technologies PLC, and may not be used or reproduced without written permission from TWL, or in the case of the Tricoya® registered

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CBP025824