FOCUSED

FORGROWTH

Annual Report and Financial Statements 2025

Accsys Technologies PLC Annual Report and Financial Statements 2025

WHAT’S

INSIDE

Overview

01 Performance

02 Our Business at a Glance

04 Reasons to Invest

06 Chair’s Statement

10 Case Study Accoya USA

Strategic Report

14 CEO’s Review

20 Finance Review

26 Our Products

30 Our Market

32 Our Business Model

34 Our Strategy

40 Risk Management

46 Sustainability

56 Climate Disclosures Report (TCFD)

64 Stakeholder Engagement

Corporate Governance

72 Board of Directors

74 Executive Committee

75 Corporate Governance

79 The QCA Corporate Governance

Code (the ‘QCA Code’) Statement

of Compliance 2024

80 Audit Committee Report

82 Nomination Committee Report

85 Remuneration Report

97 Directors’ Report

100 Statement of Directors’

Responsibilities

Financial Statements

104 Independent Auditors’ Report to the

members of Accsys Technologies PLC

113 Consolidated Statement

of Comprehensive Income

114 Consolidated Statement

of Financial Position

115 Consolidated Statement

of Changes in Equity

116 Consolidated Statement

of Cash Flows

117 Notes to the Financial Statements

153 Company Statement

of Financial Position

154 Company Statement

of Changes in Equity

155 Notes to the Company Financial

Statements

Shareholder Information

161 Shareholder Information

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

Cover: MOLLIE Hotel, Colorado, USA.

Photography: Draper White

FINANCE REVIEW

OUR STRATEGY

SUSTAINABILITY

OUR PRODUCTS

CEO’S REVIEW

ACCOYA USA

Expanding into our

largestpotentialmarket

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Performance

Finance Review | Page 20 For our Alternative Performance Measures details | Page 124

Financial

Operational highlights

* 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).

** Total Accoya sales volumes includes 100% of sales from the JV.

TOTAL ACCOYA

SALES VOLUMES**

63,864m

RESPONSIBLE SOURCING

100%

of Accoya made from certified

sustainable (FSC® (CO12330),

PEFC, or equivalent) woodsources

TOTAL ACCOYA

SALES GROWTH

13%

year-on-year increase in sales

EMPLOYEE ENGAGEMENT

73%

employee satisfaction in FY25

Employee Engagement Survey

TOTAL NORTH AMERICA

ACCOYA SALES GROWTH

16%

year-on-year increase

in sales

GROUP REVENUE

€136.6m

FY24: €136.2M

GROSS PROFIT

€41.4m

FY24: €40.9M

ADJUSTED EBITDA

€10.8m

FY24: €4.8M

GROSS PROFIT

MARGIN

30.3%

FY24: 30.0%

NET DEBT

(€42.6m)

FY24: (€37.1M)

UNDERLYING

LOSS BEFORE TAX

(€9.9m)

FY24: (€9.4M)

SUSTAINABILITY

+11

point increase in S&P

Corporate Sustainability

Assessment ESGscore

to 56/100

See our Finance Review | Page 20

GOVERNANCE STRATEGIC REPORTFINANCIAL STATEMENTS OVERVIEW

Delivering high performance and sustainable solutions

Accsys is an industry disrupter redefining what is possible by taking one of the oldest, most trusted building materials

and transforming it into a powerhouse of performance and sustainability.

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 unique technology is protected by intellectual property rights, with approximately 300 patent family

members across 45 countries.

Our products offer unmatched durability and stability. They come with a 50-year warranty above ground and a 25-year

warranty for in ground or freshwater applications.

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.

Our products

Accoya Color® is our coloured-

through product, making it an

ideal choice for decking and

cladding applications.

Accoya® is a high-performance

wood made from abundantly

available certified sustainable

sources. It is exceptionally durable

and Cradle to Cradle Certified®

for its circular economy benefits.

Accoya for Tricoya® is a feedstock

for our licensees to manufacture

high performance Tricoya panel

products suitable for outdoor use.

Arc Polo Farm, Surrey, UK. Manufacturer: Exterior Solutions Ltd.

Architect: DROO. Photography: Henry Woide

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

London Accsys headquarters

Arnhem Accoya site & office

Kingsport Accoya site and sales office

Barry Accoya Color site

Our global presence

Key

Product distribution

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

GOVERNANCE STRATEGIC REPORTFINANCIAL STATEMENTS OVERVIEW

Reasons to invest

Market leadership

Sustainability focused industry disrupter

with unique portfolio of world class IP

backed premium wood building products:

Accoya and Tricoya.

Accsys develops high-performance,

sustainable wood products that serve

as renewable alternatives to hardwoods

and resource-intensive building

materials. Its products are leading the

revolution of modified woods in the global

infrastructure and construction markets.

LOW

ENVIRONMENTAL

IMPACT

See Our Products | Page 26

Large and growing

addressable markets

The global wood products market is

expected to grow from US $855bn

in 2024 to US $1,215bn in 2029 with

a Compound Annual Growth Rate

(CAGR) of 7% (Source: The Business

ResearchCompany).

This growth is driven by several key

factors: increasing global population and

rising GDP per capita are fuelling demand

for new construction and redevelopment;

there is a growing emphasis on

sustainable building materials, with

consumers increasingly prioritising low-

carbon and biophilic design elements;

and lifestyle trends are shifting toward

greater use of outdoor living spaces.

See Our Market | Page 30

A COMPELLING GROWTH

OPPORTUNITY FOR

INVESTORS

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Established

manufacturing

footprint

with high

operational

leverage

Accsys has an established

manufacturing base, for its

proprietary technology, in

Europe and the USA with the

potential to deliver significant

volume growth.

With strong pricing power

and gross margins around

30%, the business is well

placed to deliver future

double-digit adjusted EBITDA

margins and deliver increasing

shareholderreturns.

See Our Business Model |

Page 32

Accsys at

inflection point

with FOCUS

strategy in

place to drive

profitable

growth in

earnings and

freecash flow

In January 2025, Accsys set

out its strategic goals, and

FY25 reflects continued

disciplined execution toward

the Company’s objectives.

With a de-risked capital

expenditure profile, protected

intellectual property, a global

distribution network, and

established world-class brands,

Accsys is well-positioned for

long-term value creation.

See Our Strategy |

Page 34

Accsys has

a proven

business model

and strong

organisational

capability

to drive its

growthjourney

With an experienced Executive

Committee and strengthened

local organisations, Accsys

is continuing to build strong

organisational capabilities and

is well-equipped to execute its

strategicobjectives.

See Our Board and Executive

Committee | Page 72

Accoya Color decking, Hergiswil, Switzerland.

Photography: Marco Leu.

OVERVIEWGOVERNANCE STRATEGIC REPORTFINANCIAL STATEMENTS

Introduction

Accsys offers a highly compelling and disruptive

industry proposition, uniquely aligned with the

growing global demand for sustainable building

material solutions. In this evolving landscape, the

Company is exceptionally well-positioned to capture

long-term value.

FY25 has been a pivotal year for Accsys, marked by

strategic clarity, robust commercial momentum, and

strong operational delivery. With CEO Dr Jelena

Arsic van Os fully embedded in the business and our

new strategy in place the Company is at an inflection

point, with a strong foundation for long-term

sustainable growth.

The introduction of our new FOCUS strategy

provides a clear structured plan for commercial

success. We are already seeing strong early

execution against this strategy reflected in

our financial performance. Despite ongoing

macroeconomic pressures across the construction

industry, the Company delivered double-digit

growth in sales volumes and notable improvements

in profitability. These results reinforce our

confidence in the strategy and in the strength and

resilience of our products and market positioning.

With a compelling product proposition and a solid

strategic foundation Accsys is well positioned to

create long-term value. On behalf of the Board, I

would like to thank all of our colleagues across the

Group for their commitment in delivering a year of

real progress. Together, we are building a stronger,

more sustainable business for the future.

Chair’s Statement

ON TRACK FOR

DELIVERING

PROFITABLE AND

SUSTAINABLE

GROWTH

FY25 has been a pivotal

year for Accsys, marked

by strategic clarity,

robust commercial

momentum, and strong

operational delivery.”

Dr Trudy Schoolenberg

Chair

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Overview

With full support from the Board, Jelena led a

comprehensive strategic review of the business

culminating in Accsys’ Investor Strategy Day in January

2025. During this event, we introduced our new FOCUS

strategy, which outlines the phases of our growth

plan, commercial objectives and our short and medium

term goals. This day marked an important step in

strengthening transparency with shareholders and

presenting a clear roadmap for the future.

One of Accsys’ most significant achievements in FY25

was our international expansion into the USA, the

largest and most attractive wood market in the world.

In September 2024, Accoya USA – our first production

site in the United States and a joint venture with

Eastman Chemical Company – successfully commenced

commercial operations. This expansion increases Accsys’

global production capacity while establishing a vital local

manufacturing presence in the USA.

The launch of Accoya USA marks a transformational

milestone for Accsys. With the addition of a second

production facility, we have enhanced the business’

resilience and improved our risk profile. Local production

in the United States – especially in a time of shifting global

trade dynamics – strengthens our strategic positioning

and ensures we can directly supply the fast-growing

North American market, where the construction market is

forecast to grow on a 5-8% medium term CAGR (publicly

available sources). Accsys is continuing to monitor

developments with regards to US tariffs. Currently, tariff

exemptions are in place for lumber imports into the US.

During the financial year, we made the strategic decision

to discontinue our manufacturing plant in Hull. While the

decision was difficult, it was necessary for reducing risk,

eliminating ongoing maintenance costs, and allowing

Accsys to concentrate on its key facilities in Arnhem

andKingsport.

With increased production capacity in place, a core

focus for the Board and Executive Committee has

shifted to our commercial strategy. To maximise

returns from our primary sites and utilise our increased

production capacity we are prioritising sales generation.

This investment has already begun to pay off, with total

Accoya sales volumes up 13% from FY24, showing strong

demand for Accoya even amid ongoing challenges in the

constructionmarket.

FY25 financial performance

Accsys delivered strong profitability progression in

FY25. We significantly increased adjusted EBITDA

compared to last year, at €10.8m (€4.8m, FY24),

reflecting strong sales volumes and operational

cost savings of €4.6m, arising from the business

transformation programme and Solid Roots operational

efficiency initiative in Arnhem.

Group revenues increased by 0.3% from FY24 at

€136.6m, driven by strong growth in European sales

volumes compensating for the transfer of North

American sales (16% of FY24 volumes) to the Accoya

USA JV. We held firm on our premium product pricing,

despite the commercial market headwinds, reflecting the

strength and uniqueness of ourproductofferings.

Group gross margin improved to 30.3%

(30.0%inFY24).

Net debt increased from €37.1m at 31 March 2024 to

€42.6m. This was driven by planned investment in the

Accoya USA JV, and higher inventory levels, ensuring

product availability to support strong demand and

customer service, offset by the eliminationof non-

recourse debt in Tricoya UK Ltd.

Purpose and values

We remain committed to our purpose of ‘Changing

wood to change the world’ and our core priorities of

operating safely and sustainably – key pillars of the new

FOCUSstrategy.

As a manufacturer, health and safety is at the forefront

of everything we do. This year we are proud to have

begun the roll out of nine Life Saving Rules and will

continue to roll these out over the course of FY26.

We continue to invest in innovation and product

development and this year we invested €1.2m into R&D,

focusing on advancing our product value proposition

and research into alternative species to enhance supply

chain resilience.

Accoya, thanks to its unique proposition combining high

performance, durability and sustainability, continues

to be specified in some of the world’s leading building

projects. This includes prestigious heritage projects

such as the restoration of the Bow Bridge in New York’s

Central Park (see page 09 for more details). Leading

companies including ABB and Mountain Warehouse have

all used Accoya on their buildings in the past year.

We also remain committed to our purpose of helping the

world build in a more sustainable way. Our commitment

to responsible sourcing remains firm and we are

proud to have sourced 100% of our wood products

from FSC® (CO12330), PEFC, or equivalent certified

sustainable sources in FY25. We will uphold these values

as we continue to expand production and utilise our

fullcapacity.

OVERVIEWGOVERNANCE STRATEGIC REPORTFINANCIAL STATEMENTS

Chair’s Statement continued

As a Board we remain committed to maintaining

highstandards of Environmental Social Governance (ESG).

ESG metrics continue to be incorporated into success

metrics for our executive remuneration and weare

pleased to have achieved an +11 point increase in ourS&P

CSA score this year to 56/100, placing us in thetop20%

of companies in our industry sector.

Board composition

In FY25 we welcomed our new CFO and Board

memberSameet Vohra. Sameet brings extensive

experience asalisted company CFO and we are

pleasedto have himonboard, further strengthening

ouroperationalcapability.

People

Our performance would not be possible without

our colleagues who have demonstrated incredible

determination and unity. Their commitment has

driven us forward and delivered strong performance

outcomes. I also want to extend my appreciation to

allour shareholders, customers, partners, suppliers,

andcontractors – your ongoing support is vital as

wecontinue to grow and move ahead together.

Looking ahead

With no major CapEx projects on the horizon and

a significantly de-risked business, Accsys is well

positioned to drive future profitable growth.

We will continue to execute against our well-defined

growth strategy focusing on driving profitability

progression from our existing assets. This is an

exciting time for the business, with FY26 as our

first full year with two fully operational Accoya

production sites, and the Board is confident in

the growth opportunities ahead.

Dr Trudy Schoolenberg

Chair

23 June 2025

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

BOW BRIDGE, NEW

YORK CITY: A HISTORIC

RESTORATION WITH A

SUSTAINABLE FUTURE

Central Park, New York City, USA

New York City’s Central Park is renowned as one of

the world’s most famous urban landscapes and few

spots capture its beauty and charm quite like Central

Park’s Bow Bridge. Spanning 27 metres across The

Lake – one of the park’s most picturesque bodies

of water, linking the Ramble on the east to Cherry

Hill on the west – the bridge was first constructed

in 1860. With its graceful cast-iron curves, intricate

detailing, and sweeping skyline views, the Bow Bridge

is an architectural marvel of its time and one of the

most photographed and iconic pedestrian bridges

in the world.

After more than 160 years of enduring weather

extremes, heavy foot traffic, and countless film

productions, the bridge showed clear signs of

wear. It underwent a comprehensive restoration in

2015, however, by 2024, the treated Southern Pine

decking required replacement. For this essential

upgrade, Accoya emerged as the optimal solution.

Its exceptional dimensional stability ensures the

wood retains its shape and structural integrity

without warping, cupping, or swelling, even under

New York’s intense seasonal fluctuations. In addition

to its superior performance, Accoya’s sourcing

from sustainably managed forests and its minimal

environmental impact made it a natural fit for the

Central Park Conservancy and New York City Parks,

aligning with their long-standing commitment to

ecological stewardship.

The restoration of the Bow Bridge deck has

revitalised this historic gem. Using Accoya, the

bridge exemplifies how timeless design and modern

innovation can coexist in perfect harmony.

Supplier: Rex Lumber

Photography: Aaron Locke

For more Accoya projects go online to |

www.accoya.com/uk/projects

CASE STUDY

OVERVIEWGOVERNANCE STRATEGIC REPORTFINANCIAL STATEMENTS

Case Study | Accoya USA

ACCOYA USA

COMMENCES

OPERATIONS: LOCAL

MANUFACTURING

BASE TO SERVE NORTH

AMERICAN CUSTOMERS

Expansion into one of the most

attractive global markets

In Q2 FY25 Accsys celebrated a milestone achievement,

with the successful commercialisation of Accoya USA

– the second Accoya production facility in the world,

located inKingsport, Tennessee, USA. The plant is a

flagship joint venture project with Eastman Chemical

Company (owned60:40 by Accsys and Eastman).

Accsys’ successful delivery of its international expansion

enhances the customer experience, de-risks the Group

and provides a strong foundation for sustainable and

reliable growth.

With an estimated addressable market of 8.6mm

(source:

Principia report) and less than 1% current market share,

the opportunity for Accoya in North America is huge.

To support the increased capacity Accsys has

strengthened its investment in sales and marketingand

increased distribution, growing sales with existing

distributors and adding new distribution partners.This

is driving results with good sales momentum, including a

16% year-on-year increase in total Accoya sales volumes

from 9,068m

to 10,562m

in FY25. It has also led to

Accoya being specified on high profile projects, such as

the restoration of the historic Bow Bridge in NewYork’s

Central Park (p09) and the MOLLIE Hotel in Aspen

Colorado(p19).

• Accoya USA commercial operations

commenced in September 2024

• A dedicated site to serve the large

NorthAmerican market

• Initial capacity of 43,000m

with the

potentialto expand the site

Summary

16%

NORTH AMERICA TOTAL ACCOYA SALES

VOLUME GROWTH YEAR-ON-YEAR

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

North American production is a

game changer for Accsys and our

customers. It enables our customers to

receive locally manufactured product,

improving availability, reducing lead

times and ensuring high standards of

customerservice.”

John Alexander

Group Commercial Director, Accsys Technologies

From L-R: Steve Crawford, Eastman; Dr Jelena Arsic Van Os,

Accsys; Paul Mitchell, Eastman; Rod Graf, Accoya USA

and Mark Bogle, Eastman

OVERVIEWGOVERNANCE STRATEGIC REPORTFINANCIAL STATEMENTS

Accoya decking, Biarritz, France.

Photography: © Grad

STRATEGIC

REPORT

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Strategic Report

14 CEO’s Review

20 Finance Review

26 Our Products

30 Our Market

32 Our Business Model

34 Our Strategy

40 Risk Management

46 Sustainability

56 TCFD Report

64 Stakeholder Engagement

FINANCIAL STATEMENTS STRATEGIC REPORTGOVERNANCE

OVERVIEW



FY25 has been a transformative year for Accsys, as we

delivered strong progress through disciplined execution

on our strategic initiatives. A key milestone was our

successful expansion to the USA, with Accoya USA

commencing commercial operations in September 2024.

This expansion has firmly established Accsys in the world’s

most attractive wood market, significantly enhancing

our global presence and providing a robust platform for

sustained profitable growth.

Our purpose, ‘Changing Wood to Change the World’,

continues to guide every decision we make. In FY25, this

purpose was further strengthened by the introduction

of our new FOCUS strategy – designed to give us greater

control, optimise value creation, and ensure we retain

more of the financial upside from our operations.

We have already made a strong start in delivering on

this strategy, marking the beginning of a new phase

of growth and maturity for Accsys. With major capital

investments now complete, including the successful

launch of Accoya USA, and the business derisked

with the discontinuation of our Tricoya plant in Hull,

we are transitioning into a period of sales acceleration,

operational stability, improved cash generation, and

stronger financial performance.

We enter FY26 with positive sales momentum, improved

efficiency and a strengthened, motivated team. With

differentiated, premium-priced products and established

manufacturing bases in both Europe and North America,

we are well placed to capture further share in the global

wood products market – a $990 billion sector expected

to grow at a CAGR of 7% between 2024 and 2029

(Source: The Business Research Company). We are

confident in our ability to capitalise on this opportunity

and deliver long-term value for all our stakeholders.

ACCSYS IS AT AN

INFLECTION POINT WITH

A CLEARLY DEFINED

STRATEGY TO CONTINUE

DRIVING PROFITABLE

GROWTH IN EARNINGS

AND RETURNS

A year of significant

progress and delivery

on our promises.

We are actively

transforming Accsys

to unlock its long-term

potential, maximising

shareholdervalue.”

Dr Jelena Arsic van Os

Chief Executive Officer

CEO’s Review

| Accsys Technologies PLC | Annual Report and Financial Statements 2025



FY21 FY22

FY23

FY24 FY25

99.8

120.9

162.0

136.2

136.6m

Revenue

60% share of JV revenue

10.8 m

Financial performance:

strong profitability growth

and increased free cash flow

generation. 125% increase in

adjusted EBITDA fromFY24.

In FY25 we delivered group

revenues of €136.6m, in line with

FY24 (€136.2m). This reflects strong

growth in European sales that

fully replaced the sales volumes

transferred to the Accoya USA

JV, which represented 16% of our

Group volumes in FY24.

Aggregated revenues, inclusive of

our 60% share of the JV revenue,

were €147.4m, an 8% increase on

FY24, driven by strong sales growth

in Europe and North America.

Demand for Accoya continued to be

resilient despite a difficult building

materials market backdrop impacted

by macroeconomic challenges.

Adjusted EBITDA was €10.8m for

the year, reflecting an increase

of €6.0m on the prior year. This

came from efficiencies delivered

by the business transformation

programme, a favourable sales mix

and lower costs associated with

Tricoya UK, offset by higher costs

arising from the ramp-up of the JV.

Accordingly, the adjusted EBITDA

margin improved from 3.5% to

7.3%. The underlying EBITDA from

Group operations, excluding Tricoya

UK and the JV, increased by €5.1m

to €18.9m, highlighting the strength

of, and cost discipline within, our

core operations.

Group gross margin was 30.3%

(FY24: 30.0%), resulting from

a favourable sales mix, and

operationalefficiencies.

Free cash flow (net cash flow from

operating activities less CapEx)

increased by €5.1m to €8.8m (FY24:

€3.7m), driven by higher underlying

profitability.

Net debt of €42.6m at 31 March

2025, an increase of €5.5m from

31 March 2024 (€37.1m), reflects

planned investment in the joint

venture and increased inventory

levels to support strong demand

and high levels of customer service.

Despite an increase in net debt, the

leverage ratio improved, in line with

our strategic focus to deleverage

the balance sheet, from 4.4x as

of 31March 2024 to 2.5x as of

31March 2025.

Group revenue FY21-FY25 €million

The Company has signed an

18-month extension to its

primary debt facilities with ABN

Amro extending the maturity to

30September 2027.

GOVERNANCE STRATEGIC REPORTFINANCIAL STATEMENTS OVERVIEW

FY25 strategic progress

During the year we were delighted to complete the launch

of our successful international expansion, Accoya USA,

Accsys’ joint venture with Eastman Chemical Company at

Kingsport, Tennessee. The joint venture, in which Accsys

holds a 60% share has been commercially operational

since September 2024, and the plant will serve the North

American markets. Accoya USA replicates the technology

from our Arnhem facility in the Netherlands and has

sufficient capacity to support the growth planned for

the coming years, without having to incur any further

substantial investment.

With increased capacity from our new USA facility as well

as our recent expansion in Arnhem, we are well positioned

to drive Accoya demand and sales acceleration, targeting

a run rate of 100,000m

sales volumes by the end of FY27.

In the USA, the team has been focused on driving sales

volume through our new production facility. To support

the ramp-up phase, we have expanded our commercial

team and are adding further distribution partners to

expand Accoya availability across the country, with a

strategic focus on high-growth markets in Florida, Texas,

and California.

CEO’s Review continued

To promote awareness of Accoya products, the US team

is providing training to architects across America,

delivering over 50 CEUs (Continuing Education Units)

in FY25 and replicating the strong architect education

programme that has driven success in the UK market;

the team is also promoting Accoya at key architectural

events, including the America Institute of Architecture

conference in Boston.

Total Sales volumes: Double digit sales growth

Sales volume by end market FY25 m

FY24 m

Change %

UK & Ireland 14,980 11,837 27%

Rest of Europe 15,359 13,233 16%

North America 10,562 9,068 16%

Rest of World 5,619 5,083 11%

Accoya for Tricoya 17,344 17,347 –

Total 63,864 56,568 13%

Total sales volumes increased by 13%, demonstrating

strong product demand and investment in our commercial

team. In the UK and Ireland we achieved particularly strong

volume growth of 27% year-on-year as our additional

capacity gave customers confidence in supply and

availability. In the Rest of Europe, volumes were up 16%

year-on-year, with growth seen across both Northern and

Southern regions demonstrating the attractiveness of

Accoya’s resilience in hot and cold climates.

FOCUS strategy

Since joining Accsys, I have focused

on deeply immersing myself in

the business – engaging with

our customers and suppliers,

and meeting with colleagues and

investors across our global network.

The insights gained through these

interactions have been instrumental

in shaping our FOCUS strategy,

developed collaboratively by the

Executive Committee in close

partnership with the Board.

At our Investor Strategy Day in

January 2025 – an event that was

well received by both the market

and our colleagues – we outlined

our FOCUS strategy in detail,

ensuring all stakeholders had a clear

understanding of our roadmap to

delivering sustainable long-term value.

The strategy is to be delivered

instages:

•

Phase 1 – ‘Transform and Improve’

(FY24-FY27): Focus on driving

sustainable, profitable growth

from existing assets, improving

and maintaining cost efficiencies,

and reducing debt.

•

Phase 2 – ‘Optimise’ (FY28-

30): Implementing operational

efficiencies to achieve full capacity

utilisation, and continued debt

reduction driven by strong cash

flow generation.

•

Phase 3 – ‘Grow’ (FY30+): Pursue

further growth opportunities

supported by a strong

balancesheet.

Accsys is committed to continued

innovation and to maintain its

position as the preferred choice in

the fast growing and sizeable global

premium wood products market.

Our market share has huge growth

potential. Accsys’ current US market

share being less than 1% of the

addressable US decking, flooring,

windows, doors and cladding market

at 8.6m m

; and in Europe with

our 4% market share, the same

commercial market is 1.5m m

We are confident that our FOCUS

strategy will enable us to capitalise

on this significant market potential,

delivering growth and sustainable

profit progression, targeting an

adjusted EBITDA margin of

12% by the end of Phase 1.

* Source: Principia report US and

Poyry report Europe

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Our performance in Europe means we are seeing good

returns from our assets in Arnhem and Barry, which are

operating at gross margins of circa 30%. Arnhem has

already fully replaced the sales transferred to the JV,

with the demand coming from Europe and other regions.

Our investment in a new planing facility at Barry

supports strong sales growth of 34% year-on-year for

Accoya Color, our unique coloured-to-the-core product,

popular for decking and cladding. The equipment will

enable us to produce more higher margin finished

decking product for our customers going forward.

Demand for Accoya for Tricoya was in line with last year

and remains one of our core product ranges with 27% of

total sales. We remain fully committed to developing the

Tricoya proposition with our partners.

We continue to focus on maintaining premium pricing.

Whilst there was a decrease of 1.7% in Group average

selling price (ASP), due to the transfer of higher priced

North America sales volumes to the JV, looking at total

sales of Accoya worldwide, the ASP increased by 1.2%.

In FY25, Accoya made its mark on standout global

projects – from the roofing of the NEMO museum

in Amsterdam, restoration of New York’s iconic Bow

Bridge, where Accoya was chosen for its durability

and stability under heavy foot traffic, to elevating the

façade of the upscale Mollie Hotel in Aspen with a finish

that blends beauty and durability in alpine conditions.

Buildings for major brands like Marks & Spencer and

Mountain Warehouse also featured Accoya for its low-

maintenance, natural appeal.

Accoya continues to be recognised by high-profile

industry awards: Accoya fenders used for flood

protection in the River Thames won the “Excellence

in Sustainability – Product award” at the London

Construction Awards (LCA).

Alongside our focus on sales and marketing, we have

continued to maintain strong operational cost discipline

and drive efficiencies.

In FY25 we reaped the benefits from our leaner and

simplified operational model, achieved through our

business transformation programme. In total we

delivered operational cost savings of €4.6m, arising

from this programme and the Solid Roots operational

efficiency initiative in Arnhem, exceeding our target.

Health & Safety (HSE)

Health & Safety is a top priority for the Board. Accsys has

set ‘Zero Harm’ as a key target for our operations and is

committed to developing best practice HSE across the

Company. In FY25, we began the roll out of our Life Saving

Rules programme: nine rules for high-risk activities to

ensure the safety and wellbeing of our colleagues.

Innovation and supply chain

Investment in developing our product is a core

component of our FOCUS strategy and vital to our

customers. This year we invested €1.2m in R&D with

a focus on alternative wood species, expanding

Accoya Color and fire protection. Earlier this year we

were pleased to announce Accoya’s compliance with

the Wildland Urban Interface (WUI) in the USA. This

means Accoya cladding can now be used on buildings

in designated WUI areas, which are expanding rapidly

across the United States.

Sustainability: At the heart of our business

Developing our business in a responsible and sustainable

way is core to our vision, values and strategy. We are

very proud to have achieved a +11 point increase in our

S&P Corporate Sustainability Assessment this year. Our

achievement reflects our significant efforts on ensuring

that we have transparent reporting and a high standard

of corporate governance policies and procedures.

Unusual Rigging HQ, Northamptonshire, UK.

Photography: Rachel Ferrimen

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

CEO’s Review continued

This score positions Accsys within the top 20% of

companies in our industry sector.

During FY25 we captured 51,244 tonnes of CO

in our

products, equivalent to 6,882 homes’ energy use in a

year; we are committed to responsible sourcing and zero

deforestation and sourced 100% of our raw wood from

sustainably certified sources (through FSC®, PEFC, or

equivalent) for all our sites.

See Sustainability Report for a full overview of our progress in

the year | Page 46

Employee career development and

engagement

Our success is driven by the determination and hard

work of our team. I am pleased to work with talented

and motivated colleagues. Their dedication to our

business is reflected in the results of our latest Employee

Engagement Survey. An impressive 72% of colleagues said

they feel proud to work for Accsys, 73% are satisfied with

their job and 75% feel happy about their work.

We are deeply committed to employee development and

have launched several initiatives in FY25. This includes

a new Learning Management platform and a Technical

Training Academy to upskill our operators, opening

up career development opportunities. In FY25, we are

proud to have provided an average of 32.8 training

hours per employee, underscoring our commitment to

continuousdevelopment.

To enhance our employer value proposition we

have also launched initiatives including a wellness

initiative at our Arnhem site and employee award and

recognitionprogrammes.

I am taking this opportunity to thank all of our colleagues

for their dedication and commitment, which continues to

make a meaningful difference for the Company.

Outlook

We are encouraged by the positive start to the

year. Whilst noting continuing macroeconomic

challenges, Accsys is confident it will continue to

deliver sales growth and execute on its strategic

priorities for the year ahead, consistent with the

Board’s expectations.

The Company’s resilient premium pricing and

operational leverage continues to support

sustainable margin progression. The FY25 results

have demonstrated the benefits of Accsys strategic

plans, and the Company is focusing on driving sales

and capacity utilisation.

Having invested well and expanded our geographic

footprint, Accsys can double volumes at our plants

without further significant CapEx, delivering

materially higher returns over the next few years.

Accsys has a well-defined growth strategy and an

exciting future ahead.

Dr Jelena Arsic van Os

Chief Executive Officer

23 June 2025

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

ACCOYA WOOD

CHOSEN FOR THE

MOLLIE HOTEL

Aspen, Colorado, USA

Accoya was selected as the cladding material for the

newly opened MOLLIE Hotel in Aspen, Colorado, a

boutique hospitality project that combines luxury

with longevity in one of North America’s most

demanding climates.

Located in the heart of the Rocky Mountains, the

MOLLIE Hotel faces extreme weather conditions

including heavy snowfall, high UV exposure, and wide

temperature variations. To meet these challenges,

the project team, led by CCY Architects, working

closely with premium cladding manufacturers,

Delta Millworks, chose Accoya wood for its

proven durability, dimensional stability, and low

maintenancerequirements.

The architectural team, led by CCY Architects,

carefully selected materials that could endure

these environmental extremes while maintaining an

aesthetic of understated luxury. Accoya wood was

chosen for the building’s cladding, not just for its

exceptional performance in harsh climates, but also

for its ability to blend seamlessly with the natural

surroundings. Treated with a custom Barnwood Ivory

finish by Delta Millworks, the cladding gives the hotel

a timeless, rustic appearance while ensuring long-

lasting durability.

Since its opening, the MOLLIE Hotel has quickly

become a standout destination in Aspen. Its seamless

integration of history, design, and sustainability has

earned it numerous accolades, including recognition

from the Hospitality Design Awards and AHEAD 100.

Architect: CCY Architects

Location: Aspen, Colorado, North America

Supplier: Delta Millworks

Photography: Draper White

For more Accoya projects go online to |

www.accoya.com/uk/projects

CASE STUDY

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

FY25 FY24 Change

Group Revenue €136.6m €136.2m +0.3%

Aggregated revenue (Group plus JV)

†

€147.4m €136.2m +8.2%

Gross profit €41.4m €40.9m +1.2%

Gross profit margin 30.3% 30.0% +30bps

Adjusted EBITDA

€10.8m €4.8m +125%

Adjusted EBITDA margin

7.3% 3.5% +380bps

Statutory (loss) before tax (€20.8m) (€17.1m) (21.6%)

Free cash flow ‡ €8.8m €3.7m +138%

Cash €17.4m €27.4m (€10.0m)

Net debt (€42.6m) (€37.1m) (€5.5m)

Group sales volumes 57,104m

56,568m

+0.9%

JV sales volumes 6,760m

– –

Total Accoya sales volumes

63,864m

56,568m

+12.9%

† Accsys has a 60% shareholding in Accoya USA, a joint venture (JV) with Eastman Chemical Company. Whilst the JV is equity accounted for financial reporting

purposes; the aggregated revenue figure includes 60% of the JV revenue.

# Adjusted EBITDA is Group earnings before interest, tax, depreciation, amortisation and exceptional items, plus 60% of the US JV’s EBITDA.

‡ Free cash flow is Group net cashflow from operating activities less CapEx.

^ Adjusted EBITDA margin is adjusted EBITDA divided by aggregated revenue.

* Total Accoya sales volumes include Group sales volumes and 100% of sales volumes from the JV.

Finance Review

Statement of

comprehensive income

Total Accoya sales volumes increased

by 13% to 63,864m

(FY24: 56,568m

Group sales volumes increased by

1% to 57,104m

(FY24: 56,568m

)

which reflects that, following the

commercial-start-up of Accoya USA,

North American sales previously sold

by the Group, are now being sold by

the JV, which is equity accounted for

in the financial statements.

Group revenue for the year increased

to €136.6m (FY24: €136.2m), in line

with the increase in Group sales

volumes. Tricoya panel revenue

decreased by €0.4m during the year

to €3.7m (FY24: €4.1m), representing

Accsys purchasing and selling of

Tricoya panels produced by our

Accoya for Tricoya customers.

2025 €147.4m

2024 €136.2m

AGGREGATED GROUP REVENUE

€147.4m

+8.2%

Strong improvement

in adjusted EBITDA

profitability and free

cash flow generation.”

Sameet Vohra

Chief Financial Officer

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

2025 €42.6m

2024 €37.1m

2024 €4.8m

2025 €10.8m

Other revenue, which predominantly

relates to the sale of our acetic

acid by-product into the acetyls

market, decreased by 3.4% to

€8.5m (2024: €8.8m) primarily due

to lower acetic acid sales prices and

lower sales volumes arising from

acetic anhydride production usage

efficiencies. These sales act as a

partial hedge to acetic anhydride

costs which also decreased during

the year.

Cost of sales remained in line with

last year, with the 1% higher sales

volumes being offset by lower acetic

anhydride costs and favourable

raw wood pricing. Net acetyls

costs (proportional combination of

acetic anhydride cost and acetic

acid sales price) decreased on the

prior year. Gross profit of €41.4m

was 1% higher than the prior year

(FY24: €40.9m) and gross profit

margin was 30bps higher at 30.3%,

which is above our strategy target

of maintaining the gross margin at

above 30%.

Underlying other operating costs

(excluding depreciation and

amortisation) decreased from

€32.3m to €24.6m. This is due to a

decrease in Tricoya UK’s operating

costs following the decision to

discontinue the Hull plant (€2.1m of

non-exceptional Hull related costs in

FY25 compared to €5.3m in FY24),

and lower operating costs in the

Group arising from the business

transformation programme and

Solid Roots initiative. Accordingly,

underlying other operating costs,

excluding Hull, were €4.6m lower

than the prior year.

The depreciation and amortisation

expense for the year was €9.2m

compared to €9.6m in the prior year.

Underlying net finance expenses

increased by €1.4m to €5.7m due

to the annualised effect of higher

interest rates on the convertible loan

notes which were taken out as part of

the November 2023 equity raise.

Following the Board’s decision in

September 2024 to discontinue

the Hull plant, and the subsequent

placement of Tricoya UK Ltd into

voluntary liquidation on 17 December

2024, the following items have been

recognised as exceptional items in

the year:

•

An impairment loss (exceptional

non-cash item) of €18.3m was

recognised reflecting the full

impairment of the remaining

Tricoya segment assets related to

the Hull plant (FY24: €7.0m).

•

Hull closure costs (exceptional

cash item) of €4.1m.

•

A €10.4m gain from the

deconsolidation of Tricoya UK

Ltd, at the point of loss of control

when the Company was handed to

the liquidators.

•

The release of the financial liability

of €1.1m raised for the Value

Recovery Instrument (see note 22).

The Group’s share of the Accoya

USA JV’s (Accoya USA LLC) net loss,

which is accounted for using the

equity method, increased by €7.8m

to €11.9m (FY24: net loss €4.1m) as

the JV increased its pre-operating

activity and commenced commercial

operations. The Group’s share of

the JV’s EBITDA was a loss of €6.0m

compared to a loss of €3.7m in the

prior year.

Underlying EBITDA, excluding the

share of the loss from the JV and

exceptional costs, increased by 98%

from €8.5m to €16.8m, a margin of

12.3% showing the strong underlying

profitability of the Group. Adjusted

EBITDA increased significantly to

€10.8m compared to €4.8m in the

prior year. Accordingly, the adjusted

EBITDA margin increased by 380bps

from 3.5% to 7.3%.

ADJUSTED EBITDA

€10.8m

+€6.0m

NET DEBT

€42.6m

(€5.5m)

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Finance Review continued

Free cash flow (net cash flow from

operating activities less CapEx)

increased to €8.8m compared to

€3.7m in FY24.

Financial position

At 31 March 2025, the Group held

cash of €17.4m, a €10.0m decrease in

the year, due to planned investment

in the US joint venture and higher

inventory levels, offset by the

increased cash generated from

operating activities.

Net debt increased by €5.5m in

the year to €42.6m (FY24: €37.1m)

primarily due to the planned

cash investment into the US joint

venture (€14.5m), higher inventory

levels (€5.0m), CapEx (€1.9m) and

interest paid/capitalised interest

on borrowings (€4.3m), offset by

the positive operating cash flow

generated during the year and

elimination of non-recourse debt in

Tricoya UK Ltd (€7.1m).

Gross borrowings decreased by

€4.5m to €55.7m during the year

(2024: €60.2m) following the

elimination of the non-recourse

Tricoya UK Ltd NatWest debt as the

company is no longer consolidated

with the Group (€7.1m) following

it being placed into voluntary

liquidation, offset by accrued

interest on the convertible loan

notes of €1.9m.

The leverage ratio (net debt to

underlying EBITDA) improved to 2.5x

compared to 4.4x in the prior year.

The underlying loss before tax

increased slightly by €0.5m to

€9.9m (FY24: loss of €9.4m).

After considering exceptional items

(including the impairment loss

and restructuring cost), the loss

before tax amounted to €20.8m

(FY24: €17.1m).

The tax charge of €2.0m was higher

than the prior year (€1.2m) in line

with the improved underlying

profitability of the Group during

the year.

The underlying loss per share

increased to €0.05 per share

(FY24: loss of €0.04 per share).

A statutory loss per share was

recognised of €0.10 per share

(FY24: €0.08 per share).

Cash flow

Net cash flows from operating

activities increased by €3.5m to

€10.7m (FY24: €7.2m), resulting from

the higher underlying EBITDA during

the year, representing an operating

cash flow conversion rate of 64%

(FY24: 84%). The net working capital

cash outflow amounted to €7.0m

compared to a cash out flow of €1.8m

in FY24. Inventory levels increased by

€5.0m to ensure product availability

to support strong demand and high

levels of customer service.

Plant and machinery additions of

€1.8m (FY24: €3.1m) consisted

primarily of maintenance CapEx

for the Arnhem plant.

FREE CASH FLOW

€8.8m

(Net cash flow from operating

activities less CapEx)

+€5.1m

NET CASH FLOWS

€10.7m

(From operating activities)

+€3.5m

2024 €3.7m

2025 €8.8m

2025 €10.7m

2024 €7.2m

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

ACCOYA BRINGS

DURABILITY AND

SUSTAINABILITY TO

UK RETAIL PARK

Northumberland, United Kingdom

Willowburn Retail Park, developed by Northumberland

Estates – one of the largest and most active developer

landlords in the North East – is located in the historic

market town of Alnwick, Northumberland. This modern

retail destination is easily accessible via the adjacent A1.

Spanning 3,475m

of retail floorspace, Willowburn Retail

Park features a diverse range of well-known brands and

independent retailers, including Marks & Spencer, B&M,

Starbucks and Turnbull’s Butchers & Deli, which showcases

local produce.

prioritises sustainability and aesthetic appeal

while complementing the natural beauty of North

Northumberland. To achieve a long-lasting, low-

maintenance, and visually striking façade for the retail

units, Accoya cladding was specified.

Phase one of the project was completed in 2019, and five

years later, Accoya continues to perform exceptionally

well, retaining its aesthetic appeal without twisting,

warping or discolouration.

Architect: Projekt Architects

Location: Alnwick, Northumberland, UK

Supplier: James Latham

For more Accoya projects go online to |

www.accoya.com/uk/projects

M&S Food Store – Willowburn Retail Park.

Photography: Two Fresh

CASE STUDY

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Finance Review continued

The Directors have also considered

the possible quantum and timing

of any funding required to ramp up

Accoya USA’s operations. Accsys has

a contractual obligation to fund its

60% share of Accoya USA LLC on

a pro rata basis with its JV partner

(Eastman Chemical Company). This

funding has been considered in

bothscenarios.

The Group is also dependent on the

Group’s financial resources including

its existing cash position and banking

facilities (see note 28 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. Furthermore, a reverse

stress test was performed to

determine the decrease in Group

sales volumes 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 or covenant breach

at any point in the going concern

period. In the reverse stress test,

a decrease of approximately 14%

on Group sales volumes compared

to the prior year or a decrease of

approximately 24% compared to

the equivalent base scenario period

was required to reach the minimum

liquidity 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. Accordingly the

financial statements have been

prepared on a going concern basis.

Sameet Vohra

Chief Financial Officer

23 June 2025

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 costs 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.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Adjusted EBITDA FY21-FY25

€ million

FY21 FY23 FY24

FY25

FY22

€10.1m

€10.4m

€22.9m

€10.8m

€4.8m

ABB Emotion building, Switzerland. Distributor: Holzpur AG.

Photography: © R. Dürr, Zurich Supplier

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Our Products

With over 20 years of innovation and experience, Accoya

stands as the global leader for high-performance wood.

Our patented modification process enables wood to

withstand harsh exterior elements and accentuates

its natural beauty, strength and character. Acetylation

is a proven science for modifying wood, permanently

transforming the cell structure to create wood that is

virtually unaffected by water. We have perfected our

exclusive manufacturing process to produce the best

option in performance building materials.

Tricoya is a high-performance exterior MDF panel which

can be used in the most extreme environments. With

exceptional dimensional stability and durability, Tricoya

products open up unprecedented solutions in design

and application, unrivalled in performance with a longer

lifespan and low ongoing maintenance.

The functionality and versatility of wood-based panels

give them universal appeal but previously, the suitability

of MDF panels for exterior and indoor constant wet

use environments has been limited. Many of the

benefits observed in Accoya wood, including enhanced

dimensional stability, durability and fungal resistance,

hold true for Tricoya. All the freedom of MDF but with the

Tricoyadifference.

Silt Hotel and Casino, Middelkerke, Belgium.

Photography: Stefan Steenkiste

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

RESIDENTIAL

From low maintenance windows

and doors, to sleek summer

houses, to stunning cladding.

Accoya redefines the potential

for wood in residential design.

Its versatility means it is used

across new build, refurbishment

and restoration projects.

WINDOWS & DOORS

More durable than hardwood,

Accoya comes in fixed-width

sections that reduce waste,

while the wide choice of

coatings unlock endless design

possibilities. A superior thermal

performance and long service

life make Accoya the smart,

future-focused solution for

beautiful windows and doors.

COMMERCIAL

For commercial builds where

once steel and concrete would

be the only option, Accoya now

delivers a unique combination

of structural stability, design

flexibility and the natural beauty

of wood.

CLADDING

Accoya’s exceptional stability

means fewer installation

issues and a longer-lasting,

high-quality finish. With wide

boards, versatile surface

texturing options through

sawing, brushing and charring,

and a broad range of coatings,

Accoya offers complete creative

flexibility with no compromise

on performance.

DECKING

Resistant to distortion in even

the harshest of climates, Accoya’s

superior durability ensures

decking performs year after year.

High stability means decking can

be laid with smaller gaps and an

even surface, making it the most

barefoot-friendly option available.

Low maintenance, Accoya decking

has no need for coatings or

frequent repairs.

LIMITLESS DESIGN

POSSIBILITIES

LANDSCAPING

Accoya brings durability and

low environmental impact to

landmark applications. From

floating bridges to spectacular

curved sculptures, Accoya is the

preferred choice for projects

that integrate seamlessly with

theirsurroundings.

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Our Products continued

STABLE, DURABLE,

VERSATILE AND

SUSTAINABLE

Acetylation is a proven science

for modifying wood, permanently

transforming the cell structure to create

wood that is virtually unaffected by the

intake of water. We have perfected our

exclusive manufacturing process to

produce the best option in performance

building materials.

Accsys’ proprietary acetylation technology

Watch our video on the acetylation

process to find out more:

https://youtu.be/uNqehEm_mPo

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Wood to change

the world

Accoya has the environmental

credentials to enable sustainable

construction.

Wood without

compromise

Accoya is the ultimate workable material

trusted by craftsmento deliver in any

product application.

Unrivalled

performance

Accoya solves the problem of

deterioration in any climate,

giving you the confidence that

youmade the right choice.

Unmatched

dimensional stability

Accoya remains structurally

sound with virtually no movement

before, during and decades

afterthejob is complete.

•

Peace of mind with the knowledge that all

Accoya comes from FSC® (CO12330) or

other certified sustainable forests

•

One of the few building materials certified

Cradle to Cradle® at the GoldLevel

•

Non toxic and 100% recyclable

•

Excellent machinability, easy to work

with, no special toolsrequired

•

The best of both worlds, improved

density and hardness without

sacrificingstrength

•

Leave natural for exquisite grain

patterns or create a unique finish

ofyourchoice

•

50-year warranty aboveground

•

25-year warranty in ground or fresh water

•

Certified for use in termite zones and

22 times more resistant than pine

(International Code Council), it is

exceptionally durable

•

60-year service life (verified by BRE)

demonstrating significantly higher

durability with real world testing

•

High usability of boards that stay straight

before and after installation

•

So dimensionally stable that even harsh

environments will not impact installation

•

Three to four times less swelling

than traditional wood species with

minimal movement that keeps projects

lookinggreat

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Our Market

A SIGNIFICANT

GROWTH OPPORTUNITY

Overview

Accsys operates within the global

wood products market, which is

projected to grow from $855 billion

in 2024 to $1,215 billion by 2029,

representing a CAGR of 7% (Source:

The Business Research Company).

Our flagship products, Accoya and

Tricoya, are uniquely positioned to

outperform conventional materials,

especially in demanding outdoor

environments. These products

compete at the premium end of the

outdoor wood market, delivering

exceptional performance, durability,

and environmental benefits that

align with growing global

sustainability trends.

In the United States, our addressable

market is estimated at approximately

8.6 million cubic metres annually,

while in Europe, the addressable

market stands at 1.5 million cubic

metres (source: Pricipia and Poyry

reports). Current market share is less

than 1% in the US and under 5% in

Europe. This highlights a substantial

opportunity for further growth and

market penetration.

Proven demand and

expanding reach

In the current financial year, we sold

63,864 cubic metres of Accoya,

representing an increase of 13%

from FY24, underscoring strong

and growing market demand. Our

approach has centred on targeted

penetration into high-growth

segments and regions, positioning

Accsys as an industry disruptor with

a sustainable, high-performance

offering.

The majority of Accoya sales are made

through a well-established global

distributor network, which supplies a

range of end-use industries, primarily

for joinery (windows and doors),

decking, and cladding applications.

Our products are highly regarded

by architects, manufacturers, and

specifiers for their superior durability,

dimensional stability and aesthetics.

Strong and long-lasting

customer relationships

We’ve built strong distributor

relationships in key territories and

support their growth through training,

technical assistance and collaborative

marketing. Our Approved

Manufacturers Programme enables

direct engagement with joinery

companies and manufacturers, helping

them market and work with Accoya.

By empowering both our distributors

and their customers, we continue

to build a strong network of brand

advocates and accelerate adoption

across the value chain.

Strategic partnership

for Tricoya

Tricoya panels, produced by our

manufacturing partners, continue to

gain traction in the panel products

market. Since its market debut in

2012 by Medite, Tricoya panels have

experienced significant growth

in demand. They are increasingly

adopted not only as a substitute for

traditional panels but also in new

applications where standard wood

products would not have previously

been viable.

ACCOYA SOLD IN THIS

FINANCIAL YEAR

63,864m

Worth Square, New York bench.

Moveart. Photographer: Aaron Locke

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Demand drivers

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

Performance

Our products outperform across all climates

— delivering durability, stability, and a low

total cost of ownership. Our warranty of up

to 50 years is unrivalled in the industry.

This competitive edge enables us to win

against both traditional wood and non-wood

alternatives. As a result, we believe we can

grow faster than the market by taking share

and deepening penetration.

Global 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. Even

within current challenging market conditions,

the global construction market is expected

to grow 4-6% a year (source: publicly

available reports). Our products are used in

new constructions and in the refurbishment,

redevelopment and remodelling of

commercial and residential buildings

and projects.

This demand is underpinned by rising

expectations around building design,

performance, and sustainability, alongside

regulatory shifts focused on safety, energy

efficiency and carbon footprint.

Megatrends

Sustainability

The construction sector contributes nearly

40% of global carbon emissions (source:

IEA). With governments and corporations

working towards net zero targets, demand is

rising fast for renewable and carbon-storing

materials like Accoya.

Shifting consumer priorities

Consumers in our geographic end markets

continue to shift towards products that have

a lower environmental impact.

The trend is the same in the built

environment with consumers favouring

natural and low impact material choices.

Lifestyle changes

The outdoor living trend is booming with

people reshaping how they use their outdoor

spaces. The outdoor furniture and living

structures markets are growing and there is

an increasing demand for high performance

and low maintenance wood products suitable

for outdoor use.

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL 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 supporting

no net deforestation and

source our raw timber from

FSC® (Forest Stewardship

Council® (CO12330)), PEFC, or

other certified sources in New

Zealand, Spain, Chile, Uruguay

andArgentina.

We manufacture our wood

products using our proprietary,

wood acetylation process at

our plants in the Netherlands

andUSA.

We work with a network of global

distributors to get our products

to our customers, who use

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 supports equal

opportunities

Suppliers

Strong and trusted relationships

A collaborative approach to

supporting our suppliers’ businesses

and growing together

Forest Stewardship

Council® (FSC (CO12330))

certified

Outputs

45 countries

in which we hold c.300 patent

family members

63,864m

Total Accoya wood sold this year

Responsible sourcing

Proprietary

product

manufacturing

Global sales and

distribution

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

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

Accoya USA

Joint venture with Eastman in

Kingsport, Tennessee

€1.2m

R&D investment* in FY25

*Excludes capex on new technology

Tricoya panels

Two 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

We develop and optimise existing

sites and processes to drive

efficiencies and deliver economies

of scale.

We identify new international

locations and appropriate

partners to develop additional

capacity and meet our longer-

term growth potential in

globalmarkets.

Building new plants

and optimising

existing sites

Partnering with the right

businesses helps us unlock

our full potential and drive

growth, allowing us to realise

the substantial global market

opportunity for our products.

A partnership

approach

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.

R&D and

patented

technology

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

FUNDAMENTALLY

STRONG

OPERATIONALLY

EFFICIENT

CUSTOMER CENTRIC

AND PREFERRED

UNITED

TEAM

SAFE AND

SUSTAINABLE

Our Strategy

FOCUS FOR

GROWTH

FOCUS is transforming and growing

Accsys through five strategic pillars.

Accsys is sharpening its path

to sustainable profitability

with a clear strategic

goal: to lead the market in

premium wood products

while delivering long-term

value for all stakeholders.

Our new FOCUS strategy

anchors this ambition,

aimed in the short to mid-

term at optimising volume

and profitability from our

existing manufacturing

assets – with the ability to

double capacity without

further substantial CapEx.

We will be further enhancing

customer value while

focusing on operational

excellence and driving

financial discipline to unlock

core company potential, and

scalable sustainable growth.

Thenew strategy ensures

a greater level of control

and retention of the

financialupside.

Accsys isn’t just growing, it’s

maturing into a lean, focused,

and value-driven business.

This strategy is executed

through three distinct

phases which can be seen

on the opposite page.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Phases of the FOCUS strategy

Phase One FY24-27

Underway

TRANSFORM

& IMPROVE

•

Sustainable profitable

growth from existing assets –

delivered

•

Lean and efficient

•

Reduce debt

SALES VOLUME RUN RATE

END OF FY27

100,000m

ADJUSTED EBITDA MARGIN

12%

OPERATING CASH FLOW

CONVERSION

>75%

Phase Two FY28-30

OPTIMISE

•

Operational efficiencies

implemented

•

Full nameplate capacity

utilised

•

Accoya Color footprint

optimised

•

Continuous debt reduction

SALES VOLUME RUN RATE

END OF FY30

120,000m

ADJUSTED EBITDA MARGIN

15%

OPERATING CASH FLOW

CONVERSION

>75%

Phase Three FY30+

GROW

•

Expansion concept in the

US proven

•

Additional CapEx investment

in profitable growth business

VOLUME

>140,000m

ADJUSTED EBITDA MARGIN

>15%

OPERATING CASH FLOW

CONVERSION

>75%

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Our Strategy continued

FUNDAMENTALLY

STRONG

OPERATIONALLY

EFFICIENT

CUSTOMER CENTRIC

AND PREFERRED

UNITED

TEAM

SAFE AND

SUSTAINABLE

STRATEGIC AIMS

Deliver strong volume and

profitability growth

Maintain 30% gross margins

Reduce leverage

Cost effective and agile operational

model

Maximising output while maintaining

safety and quality standards

Continuous improvement culture

Maintain market leadership through

innovation, increased availability and

high-quality products

Continue to enhance customer

experience

Engaged and performance-driven

teams

Collaborative and solutions-focused

culture

Zero harm culture

Responsible sourcing

Continue to be an ESG leader in

our sector

FY25 PROGRESS

13% increase in total sales volumes;

more than doubled adjusted EBITDA

Gross margin maintained at 30%

Successful completion and start-up

of Accoya USA JV

Resolution on Hull

Free cash flow from operating

activities improved by €5.1m YOY

Reduced net debt to EBITDA ratio

from 4.4x to 2.5x

Leaner operating model contributed to

operational cost savings of €4.6m

Solid Roots operational efficiency

programme at Arnhem has improved

profitability

ERP project underway to drive

operational excellence

North America market served by

dedicated and expanded resource,

increasing local availability in a large

attractive market

Addition of four new distributors to

increase reach

WUI ( Wildland Urban Interface)

Certification means Accoya can be

used in US Wildland Urban Interface

areas exposed to wildfire risk

New planing equipment at Barry to

expand our product offer

Improved incentive plans across the

organisation

73% satisfaction in employee

engagement survey

Launch of Learning Management

System and Technical Training

Academy

Creation of location-based HSE

committees

Launch of Life Saving Rules

100% raw wood from certified

sustainable sources (through

FSC

(CO12330), PEFC, or other

certified wood)

+11 point increase in our S&P

Corporate Sustainability

Assessment score to 56/100,

top 20% in our sector

LOOKING AHEAD

Continued acceleration of sales

volume growth towards FY27 targets

Continued profitability improvement

Further reduction in leverage ratio

Solid Roots continued progression

Improve our key end-to-end processes

ERP implementation

Investment in expanded acetyls storage

Introduction of new finished

decking product

Continue to expand product

availability in high-demand areas

Introduction of end-to-end

quality assurance

Further strengthen local capabilities

through talent acquisition and

development

Act on employee engagement survey

findings to further improve our

employer value proposition

Life Saving Rules fully implemented

Continued commitment to 100%

certified sustainable wood sources

(FSC

, PEFC, or equivalent)

Maintain ESG leadership position

(as measured through S&P CSA)

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

FUNDAMENTALLY

STRONG

OPERATIONALLY

EFFICIENT

CUSTOMER CENTRIC

AND PREFERRED

UNITED

TEAM

SAFE AND

SUSTAINABLE

STRATEGIC AIMS

Deliver strong volume and

profitability growth

Maintain 30% gross margins

Reduce leverage

Cost effective and agile operational

model

Maximising output while maintaining

safety and quality standards

Continuous improvement culture

Maintain market leadership through

innovation, increased availability and

high-quality products

Continue to enhance customer

experience

Engaged and performance-driven

teams

Collaborative and solutions-focused

culture

Zero harm culture

Responsible sourcing

Continue to be an ESG leader in

our sector

FY25 PROGRESS

13% increase in total sales volumes;

more than doubled adjusted EBITDA

Gross margin maintained at 30%

Successful completion and start-up

of Accoya USA JV

Resolution on Hull

Free cash flow from operating

activities improved by €5.1m YOY

Reduced net debt to EBITDA ratio

from 4.4x to 2.5x

Leaner operating model contributed to

operational cost savings of €4.6m

Solid Roots operational efficiency

programme at Arnhem has improved

profitability

ERP project underway to drive

operational excellence

North America market served by

dedicated and expanded resource,

increasing local availability in a large

attractive market

Addition of four new distributors to

increase reach

WUI ( Wildland Urban Interface)

Certification means Accoya can be

used in US Wildland Urban Interface

areas exposed to wildfire risk

New planing equipment at Barry to

expand our product offer

Improved incentive plans across the

organisation

73% satisfaction in employee

engagement survey

Launch of Learning Management

System and Technical Training

Academy

Creation of location-based HSE

committees

Launch of Life Saving Rules

100% raw wood from certified

sustainable sources (through

FSC

(CO12330), PEFC, or other

certified wood)

+11 point increase in our S&P

Corporate Sustainability

Assessment score to 56/100,

top 20% in our sector

LOOKING AHEAD

Continued acceleration of sales

volume growth towards FY27 targets

Continued profitability improvement

Further reduction in leverage ratio

Solid Roots continued progression

Improve our key end-to-end processes

ERP implementation

Investment in expanded acetyls storage

Introduction of new finished

decking product

Continue to expand product

availability in high-demand areas

Introduction of end-to-end

quality assurance

Further strengthen local capabilities

through talent acquisition and

development

Act on employee engagement survey

findings to further improve our

employer value proposition

Life Saving Rules fully implemented

Continued commitment to 100%

certified sustainable wood sources

(FSC

, PEFC, or equivalent)

Maintain ESG leadership position

(as measured through S&P CSA)

Portsea Beach House,

Mornington Peninsula, Vic, Australia.

Photography: Michael Kai Photography

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS OVERVIEW

Case Study | Accoya Color, Barry, Wales

ENHANCING

OUR ACCOYA

COLOR

CAPABILITIES

This investment eliminates the need for

outsourcing, reduces costs, and enables in-house

production of profiled decking boards. Delivered

on time and under budget, the project improves

efficiency, working conditions, and supports our

FOCUS strategy. It played a key role in increasing

Accoya Color production in FY25 while adding

value in-house.

In 2024, we invested in a new planer and dust

extraction system at our Barry Accoya Color

facility, increasing planing capacity from 75m

to 200m

per week. A planer uses high speed

cutting blocks and knives to precisely shave thin

layers of wood to reduce thickness, level and

create profiles. It is important because it creates

a clean, even surface for further processing.

The planer is not only used to prepare

wood surfaces but also plays a key role in

our quality assurance process, allowing us

to identify heartwood in boards, which is a

crucial check for maintaining Accoya Color’s

performancestandards.

34%

YEAR ON YEAR INCREASE IN ACCOYA

COLOR SALES VOLUMES

For more about Accoya Color see Our Products | Page 26

Summary

This investment in Barry will transform how we serve our Accoya Color

customers. By bringing planing in-house, we’ve significantly increased

the speed and efficiency of our quality control process. It enables

us to deliver high-quality, finished Accoya Color products to market,

faster and more efficiently. This is a clear example of how we are

adding value while supporting our long-term growth strategy.”

John Alexander

Group Commercial Director

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Accoya Color Grey decking, Switzerland.

Photography: Marco Leu

GOVERNANCE STRATEGIC REPORTFINANCIAL STATEMENTS OVERVIEW

Risk Management

HOW WE IDENTIFY,

EVALUATE AND

MITIGATERISKS

We recognise that effective

management of risk is essential

to the successful delivery of our

strategic objectives. As such,

risk management is built into our

day-to-day activities and forms an

integral part of how we operate.

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, 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, 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, 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 comprises of members

of the Executive Committee. 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 evaluate key risk

areas, including existing and

emergingrisks;

•

allocate an Executive Committee

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; and

•

identify steps that are being taken

to mitigate the risk.

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.

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/privacy;

•

Anti-corruption and bribery;

•

Market abuse; and

•

Anti-slavery.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

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 change in rating

indicates the risk trend in the

reporting period compared to the

last Annual Report.

Group

Controls

Review of

operational

controls

Board of

Directors

Ramp-up of Accoya

USA Kingsport plant

Description

Accoya USA commenced operations

in September 2024. The ramp up and

performance of the JV is dependent on

sales volume growth in the North American

market. A slower ramp-up resulting from

lower sales growth would have a significant

impact on the JV’s profitability and cash flow.

Link to strategy

•

Fundamentally strong

•

Operationally efficient

•

Customer centric and preferred

Risk assessment

High

Change in rating

New Risk

Emerging Risk

Yes

Risk appetite

Mitigate

Impact

The JV is a material part of the Accsys Group

and a slower ramp up of the Kingsport

plant would have a significant impact on the

profitability and liquidity of the Group. If the

JV has significant cash funding needs, this will

need to be provided by the JV shareholders.

Mitigation

•

Implementation of a commercial strategy

for North America expanding direct

distribution, significantly increasing the

number of sub-distributors, retailers and

approved manufacturers, and investing

in education and end-user consumer

awareness to accelerate demand

generation

•

Strengthening of the North American

commercial team

•

Tightly controlling the manufacturing

cost base

•

Disciplined approach to working capital

management

Financing

and liquidity

Description

The risk that the Group will not be able to

meet its short-term liquidity and long-term

funding financial obligations as they fall due.

Link to strategy

•

Fundamentally strong

Risk assessment

Medium

Change in rating

Emerging Risk

Risk appetite

Mitigate

Impact

The Group has a complex capital structure

with debt and convertible loan notes and has

relatively high levels of leverage. The business

has de-risked following the completion of

Accoya USA and discontinuation of the Hull

plant. There remains the risk that the business

may not have sufficient liquidity to deliver on its

strategic growth targets given working capital

requirements, funding of CapEx projects and

further potential investments into the JV.

Mitigation

•

Successful extension of the Group’s primary

debt facilities to 30 September 2027

•

Managing liquidity to ensure that we can

meet our liabilities when due, under both

normal and stressed conditions, without

incurring unacceptable losses or risking

damage to our reputation

•

Focused and disciplined management of

working capital, including working capital

optimisation project to create value

•

Regular communication with our investors

and relationship banks

•

Regular review of banking covenants and

capital structure, ensuring future cash

flows are sustainable through detailed

budgeting and forecasting

•

Critical evaluation of CapEx proposals

Risk trend: No change

Risk trend: Increase

Risk trend: Decrease

Key

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Risk Management continued

Information security

Description

Failure to appropriately protect critical

information and other assets from cyber

threats, including external hacking, cyber

fraud, demands for ransom payments and

inadvertent/intentional electronic leakage

of critical data.

Link to strategy

•

Operationally efficient

Risk assessment

Medium

Change in rating

Emerging Risk

Risk appetite

Mitigate

Impact

The Group faces an ever-evolving

landscape of information security threats,

both internal and external, that are

continuously growing in sophistication and

unpredictability. In light of the persistence

of high-profile information security

breaches occurring across a wide range of

businesses, the Group takes a necessarily

proactive and cautious approach to

safeguarding its information assets. A

cyber incident could cause significant

business interruption, downtime and loss of

production capacity while critical systems

are offline, thereby affecting profitability,

cash flow and customer trust.

Mitigation

•

Systems in place to proactively defend

and protect our IT environment

•

Regular simulation and phishing

exercises and penetration testing

•

Continued focus on information security

training for employees

•

Continued strengthening of IT systems

Health, safety and environment

Description

The Group is subject to the requirements of

environmental and occupational health and

safety laws and regulations in the countries

in which it operates, including obligations

to take the correct measures to prevent

injuries, and to prevent and/or investigate

any process safety matters arising from

operating a chemical plant.

Link to strategy

•

Safe and sustainable

•

United team

Risk assessment

Medium

Change in rating

Emerging Risk

Risk appetite

Mitigate

Impact

Any non-compliance with health, safety

and environmental regulations and other

obligations relating to environmental

matters could result in harm to individuals

or the environment resulting in the Group

being liable for fines, suffering reputational

damage and mitigation cost. This would

adversely affect the Group’s operating and

financialresults.

Mitigation

•

Formal Health, Safety and

Environmental policy, and procedures to

monitorcompliance

•

Regular external audits

•

Continuous training for operational staff

•

Routine and regular safety walks

•

HSE performance is regularly tracked,

reported and reviewed by all levels of

management, including the Board

•

Investigations to identify root causes and

key learnings with a view to continuously

improving. Learnings are shared, as

necessary, and key messages reinforced

throughout the Group

Talent – recruitment and

retention of key personnel

Description

Failure to attract, retain, and deploy

the necessary talent to deliver the

Group’sstrategy.

Link to strategy

•

United team

Risk assessment

Medium

Change in rating

Emerging Risk

Risk appetite

Mitigate

Impact

The Group needs to attract, develop,

motivate and retain the right people to

achieve our operational and strategic

targets. Effective talent management is

essential to successfully delivering our

current business requirements and strategic

goals, and to realising the full potential

of our businesses. Therefore, failure to

leverage talent and capabilities could

significantly impact the successful execution

of ourstrategy.

Mitigation

•

Annual performance review evaluation

and objective setting process

•

Annual organisational review

•

Ensuring that multiple employees are

trained to handle critical functions

•

Competitive incentive plans

•

Regular employee engagement surveys

identifying risks and opportunities

•

Non-monetary recognition programmes

e.g. FOCUS Awards

•

Investment in learning

managementsystem

Risk trend: No change

Risk trend: Increase

Risk trend: Decrease

Key

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Product quality

Description

Ensuring that our Accoya and

Tricoya products remain of high and

consistentquality.

Link to strategy

•

Fundamentally strong

•

Operationally efficient

•

Customer centric and preferred

Risk assessment

Medium

Change in rating

Emerging Risk

Risk appetite

Mitigate

Impact

The Group provides warranties of up to 50

years for its products. Therefore ensuring

that the products remain of high, consistent

quality is key, as any significant quality issues

in the supply chain or manufacturing process

could result in reputational damage and

higher warranty claims thereby impacting

financial performance.

Mitigation

•

End-to-end quality assurance processes

•

Grading and review of wood quality at

different stages of the production process

•

Continuous improvement and automation

of quality checking

Macroeconomic and

political conditions

Description

The Group is dependent on the level of

activity in its end markets and is therefore

susceptible to changes in its cyclical

economic conditions, government policy,

government elections, rates of inflation,

interest rates, any political and economic

uncertainty and the impacts of global

conflicts or trade protectionism.

Link to strategy

•

Fundamentally strong

•

Operationally efficient

•

Customer centric and preferred

Risk assessment

Medium

Change in rating

Emerging Risk

Risk appetite

Mitigate

Impact

Macroeconomic and political conditions

could have an adverse impact on the Group’s

markets and, ultimately, demand for its

products. In addition, government policy has

the potential to be either positive or adverse

to markets and demand. Lower levels of

activity within our end markets could reduce

sales and production volumes, thereby

adversely affecting the Group’s financial

performance.

Mitigation

•

Geographical diversification of sales to

reduce exposure to any single end market

•

Development of sales into new markets

and growing our distribution channels

•

Regular review of macroeconomic and

political conditions in key end markets

•

Active management of our demand

forecasts and costs through regular

operational review meetings

Accoya decking, Villa Harmony, Ibiza.

Distributor: Grupo Gámiz

STRATEGIC REPORT

FINANCIAL STATEMENTS OVERVIEWGOVERNANCE

Raw materials supply

and pricing

Description

The Group is exposed to supply chain risks in

respect of raw materials, primarily raw wood

and acetic anhydride, including associated

input cost inflation.

Link to strategy

•

Fundamentally strong

•

Operationally efficient

Risk assessment

Medium

Change in rating

Emerging Risk

Risk appetite

Mitigate

Impact

Supply chain disruption through lower

availability or longer lead times, primarily

for raw wood, could lead to significant

production inefficiencies thereby adversely

affecting the Group’s financial performance.

Mitigation

•

Maintaining adequate inventory levels,

which act as a limited buffer in the event

of supply chain disruption

•

Researching new wood species and

broadening our geographic network of

wood suppliers

•

Entering into long term contracts with

sawmills and acetic anhydride suppliers

with pre-agreed prices/price formulae

and minimum volumes

•

Investment in expanded acetyls storage

Compliance with laws

and regulations

Description

The Group must comply with all laws and

regulations in the countries in which it

operates in. Failure to comply with laws

and regulations could lead to reputational

damage and penalties/fines.

Link to strategy

•

Fundamentally strong

•

Customer centric and preferred

•

Safe and sustainable

Risk assessment

Low

Change in rating

Emerging Risk

Risk appetite

Mitigate

Impact

We primarily operate in The Netherlands,

UK and USA and, consequently, are subject

to wide-ranging laws and regulations,

including export controls, sanctions, modern

slavery, data privacy, fair competition and

anti-bribery and corruption. Any compliance

failure by the Group or its representatives

could result in adverse legal, financial and

reputational consequences, leading to

potentially significant fines and penalties.

Mitigation

•

Online training for employees on modern

slavery, data privacy, and anti-bribery

and corruption

•

Regular reviews of regulatory compliance

•

Board updates on new regulatory

compliance with annual update on

AIMrules

•

Regularly updated group policies in place

covering laws and regulations

•

Monthly calls with NOMAD

Climate change mitigation

and adaptation

Description

The risk that climate change may create

physical and transitional risks for the Group

over the long term.

Link to strategy

•

Fundamentally strong

•

Safe and Sustainable

Risk assessment

Low

Change in rating

Emerging Risk

Risk appetite

Mitigate

Impact

Extreme weather events could have the

potential to cause disruption to Accsys’ sites

and raw material supply. Growing demand

for sustainable construction materials could

also increase global demand for timber

with the potential to adversely impact

Accsys’ supply of raw wood. Alongside

this, tighter governmental regulations,

eco-label standards and changes to energy

and carbon pricing could lead to increased

operating costs, thereby impacting

profitability. New technological solutions may

be needed to meet the energy transition,

which could present capital and operating

risks for Accsys.

Mitigation

•

Regularly review and update site physical

emergency response plans and risk

resilience against extreme weather events

•

Continue to diversify timber supply to

ensure varied geographical supply

•

Drive energy efficiency improvements

to reduce energy consumption

andemissions

•

Engaging with technology and energy

providers to stay at the forefront of

technological advancements

•

Monitor developments in carbon and

environmental regulations and eco-

labels to anticipate and prepare for any

futurechanges

Risk Management continued

Risk trend: No change

Risk trend: Increase

Risk trend: Decrease

Key

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

For more Accoya projects go online to |

www.accoya.com/uk/projects

Photography: 2024 Tammy Marlar Photography

NATIONAL AUTISTIC

GARDEN AT THE

CHELSEA FLOWER

SHOW

London, United Kingdom

Accoya was featured in the award-winning National

Autistic Society Garden at the RHS Chelsea Flower Show

2024. The garden, designed by co-designers, Dido Milne

of CSK Architects and Sophie Parmenter, was created to

raise awareness of autism, specifically, the phenomenon

of autistic masking, where individuals hide autistic

characteristics to blend into society. This was highlighted

using timber walls to create distinct spaces that represent

different types of social interaction.

Accoya and Accoya Color were selected for this project

due to their superior sustainability credentials and

durability. The garden’s pavilions were constructed using

natural Accoya, while the boardwalk utilised Accoya Color,

chosen specifically for its weather resistance, longevity,

and slip-resistant qualities – particularly important as the

garden was to be relocated to Catrine Bank in Scotland, a

wet environment next to the River Ayr.

For the pavilions, the architects decided to leave the

natural Accoya sawn and lightly sanded, giving the timber

a soft, velvety texture that was extremely popular with

visitors who attended the show. This tactile quality was a

significant feature, as the untreated Accoya offered both

aesthetic beauty and practical advantages without the

need for additional chemical treatments. Accoya’s Cradle

to Cradle® Gold certification further highlights its eco-

friendly lifecycle, making it an ideal choice for a garden

representing inclusivity and sustainability.

Location: Chelsea, London, UK

Accoya application: Pavilions

Accoya Color application: Boardwalk

Architect: Dido Milne (CSK Architects)

Landscape designer: Sophie Parmenter

Distributor: James Latham

CASE STUDY

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

At Accsys, sustainability is a

fundamental part of who we are and

how we operate. We continue to

embed sustainable business practices

into every aspect of our operations.

Our product offering enables the

world to build more sustainably,

and our strategic focus is to ensure

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 making our

product as sustainable as possible,

using the most resource-efficient

manufacturing processes and being

accredited to the standards that our

customers value and respect

•

Support no net deforestation

– with a commitment to 100%

certified sustainable wood sources

(through FSC® (CO12330), PEFC,

orequivalent)

•

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 a high standard

of corporate governance as well as

good practice around environmental

and social issues, compliance and

quality, as appropriate

•

Always conduct our business in a fair

and ethical manner

Priorities

•

Net Zero targets in place by 2030

•

Maintain best-in-class product

certifications

•

Source all wood from 100% certified

sustainable sources (through FSC®

(CO12330), PEFC, or equivalent

•

Zero harm to colleagues

andcontractors

•

Embedding and maintaining a culture

of governance and compliance

SDG

alignment

CEO Introduction

Sustainability

In FY25, we conducted our first double materiality

assessment (DMA). This enabled us to identify and

prioritise the ESG factors that are most relevant to Accsys

and its stakeholders, both in terms of their financial

implications, and the impact on the environment. These

findings provide us with a comprehensive understanding

of where our efforts should be placed. Accsys will use

this to develop a refreshed ESG strategy, focusing on key

impact areas and holding ourselves accountable against

our purpose of Changing Wood to Change the World’.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Our impressive growth in our S&P CSA score

validates Accsys’ commitment to strong governance

and sustainable practices as we work to drive

meaningful, lastingchange.”

Dr Jelena Arsic van Os

CEO

Progress on sustainability strategy

Sustainability remains a core

function of our business and, as we

expand our operations, we remain

firmly committed to ensuring

that this growth is achieved

in a sustainable way. Since the

publication of our last report,

commercial operations have begun

at the Accoya USA manufacturing

facility in Kingsport, Tennessee. This

marks a significant step in our global

expansion, and we are proud to have

maintained a commitment to 100%

certified sustainable wood sources

(through FSC® (CO12330) PEFC, or

equivalent) throughout this journey.

The ability to achieve our strategic

ambitions is dependent on having

a highly engaged, skilled, and

motivated workforce. We are

proud that our 2025 employee

engagement survey showed 84%

of our colleagues feel their work

has a strong sense of purpose. In

FY25, we continued to invest in our

people and expanded our learning

and development programmes which

provided employees with improved

access to training opportunities.

We also launched a Technical

Training Academy designed to

strengthen specialist technical

capabilities and support career

advancement across our

manufacturing teams.

Health and safety remains a non-

negotiable priority for Accsys. In

FY25, we began implementing our

nine Life Saving Rules across our

manufacturing sites, and continued

to promote our aim of zero harm to

colleagues and contractors.

The S&P Corporate Sustainability

Assessment (CSA) remains an

important tool in benchmarking our

ESG performance. We are pleased

to report further progress this year,

achieving a +11 point increase to a

score of 56/100. Moreover, we have

maintained our position in the top

20% of our industry sector (Paper

and Forest Products) for the third

consecutive year.

Looking ahead

Over the coming year, we plan to

review our ESG strategy to ensure

it remains aligned with evolving

industry standards, stakeholder

expectations, and our long-term

sustainability objectives.

We take pride in our product

eco-labels and certifications,

which reflect our commitment

to sustainability and high

environmental standards. As these

standards evolve and become

more rigorous, it is important that

Accsys maintains responsible and

up-to-date business practices

that align with these recognised

frameworks. We are currently in

the process of recertifying Accoya

against Cradle to Cradle Certified®

Version 4.1 and will continue to work

towards this throughout FY26. This

recertification underscores our

ongoing efforts to meet robust

environmental and social criteria,

driving positive change in both our

products and processes.

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Sustainability continued

FY25 highlights

•

By optimising the moisture content of incoming wood,

we have improved the efficiency of acetic anhydride

use, and further reduced the amount of acetic acid

by-product generated

•

252m

of Accoya wood off-cuts were reclaimed

from manufacturers and re-processed for Tricoya

(FY24:230m

)

Looking forward

•

Maintain 100% certified sustainable wood

sources in FY26 (through FSC® (CO12330) PEFC,

or equivalent)

•

Cradle to Cradle® 4.1 certification for Accoya

and Accoya Color

•

Process optimisation to reduce energy consumption

•

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

51,244 tCO

sequestered in products sold (FY24: 45,390)*

100% certified sustainable wood sources (through

FSC® (CO12330), PEFC, or equivalent) (FY24: 100%)

100% suppliers screened using social and

environmental criteria (FY24: 100%)

100% of new supplier wood mills visited before supply

(FY24: 100%) and 84% of wood supply mills visited

within three years (FY24: 80%)

* These figures are unaudited.

Environment

Accsys is dedicated to actively monitoring and reducing the

environmental impact of our operations, while maximising

the beneficial impacts of our business andproducts.

As we expand, we are focused on improving operational

efficiency and driving innovation to minimise our

environmental footprint, in accordance with our

Environmental and Climate Change Policy. This includes our

commitment to responsible sourcing and fostering strong

partnerships across our supply chain.

Our products meet the highest standards of quality and

sustainability, achieving third-party accreditations and

certifications whilst meeting our customers’ needs. We

publish our Environmental Product Declarations (EPDs)

on accoya.com

Responsible

Purchaser

Timber Development UK

building a better world with wood

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

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.

Cradle to Cradle Certified® (C2C) is an independent

globally-recognised standard which recognises

safe, circular, and responsibly-made products and

materials. It helps companies ensure the impact of

their products on people and the planet is a positive

one. Companies must reapply for C2C Certified®

status every two years.

Accoya has held Gold C2C Certified® status

since 2010 and was one of the first building

products to achieve this high level of certification.

Thesuccessful retention of this status despite new,

morestringent, assessment processes, is recognition

that sustainability remains a priority for Accsys

acknowledging our sustainable wood sourcing

strategy, non-toxic product and use of more than

50% renewable electricity. Accsys is currently

working towards obtaining Cradle to Cradle

Certified® Version 4.1 for Accoya and AccoyaColor.

CRADLE TO CRADLE CERTIFIED

–

DEMONSTRATING PERFORMANCE AND

SUSTAINABILITY GO HAND IN HAND

ENVIRONMENT

CASE STUDY

Villa Holterberg, Belgium.

Photography: Jeroen Musch

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

FY25 Total FY24 Total

Stationary combustion tCO

e 5,826 5,631

Mobile combustion tCO

e 94 84

Refrigerants tCO

e 10.4 20

Subtotal Scope 1 tCO

e 5,930 5,735

Scope 2 emissions location-based – Electricity tCO

e 4,031 2,788

Scope 2 emissions market-based – Electricity tCO

e 2,535 947

Scope 2 emissions – Steam* tCO

e 1,078 –

Total Scope 1 and 2 emissions market-based** tCO

e 9,543 6,682

Accoya wood product sold m

63,864 56,568

Intensity Ratio: Gross Scope 1 and Scope 2 emissions per 1m

product sold (market-based) tCO

e/m

0.15 0.12

Energy consumption associated with Scope 1 and 2 emissions kWh 51,179,728 41,575,000

Scope 1: direct emissions from Company owned or controlled sources; Scope 2: indirect emissions from the generation of purchased energy, such as

electricity.

* From FY25, Scope 2 emissions figures include steam from the Accoya USA site. For FY24 and all previous years, Scope 2 emissions from steam are

reported as zero. 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.

** Our market-based emissions totals account for purchased RECs (Renewable Energy Certificates) in the reporting year.

Sustainability continued

Greenhouse Gas Emissions

GHG emissions and energy use data for period 1 April 2024 to 31 March 2025

Change from last year

Scope 1 emissions increased in FY25 in line with increased European production volumes. This includes the use of

natural gas used within the manufacturing processes at Arnhem and Barry.

As anticipated, the opening of Accoya USA, our joint venture manufacturing facility, increased our total Scope 2

emissions. This can be attributed to the initial operational set-up and scaling requirements, as well as the use of

purchased steam at Kingsport.

The scale-up of operations at Kingsport has led to an increased emissions intensity ratio. Looking ahead, as production

volumes increase at Kingsport, we anticipate improvements due to economies of scale in energy efficiency per cubic

metre of product produced.

Use of Renewable Energy Certificates (RECs)

Accsys purchases Renewable Energy Certificates (RECs), a market-based instrument, to green its electricity

consumption and meet targets set for our Cradle to Cradle Certified® status. We currently purchase RECs to green

56% of our electricity manufacturing emissions for the two-year certification period (currently 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.

FY25 FY24

Renewable Energy Certificates (RECs) Retired (MWh) 7,929 6,935

Carbon Offsets Retired

In line with Cradle to Cradle Certified® requirements, Accsys retired 3,715 tCO

e of carbon offsets in FY25. Offsets

are purchased for 53% of non-electric manufacturing emissions and are sourced from projects certified to a C2CPII-

recognised offset project certification programme. 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. When accounting

for carbon offsets, our Total FY25 Scope 1 and 2 net market-based emissions are 5,828 tCO

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Scope 3 emissions reporting

•

Our Scope 3 emissions can be

found in the ESG data table on

our website: www.accsysplc.

com/changing-the-world/

environmental-social-governance

Scope 1, 2 and 3 emissions

boundary and methodology

•

Emissions have been calculated

using the main requirements of

the GHG Protocol – Corporate

Accounting and Reporting

(revised edition).

•

We have reported on the emission

sources required under the

Companies Act 2006 (Strategic

Report and Directors’ Reports)

Regulations 2013.

•

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; for FY25 this includes

100% of emissions from our

manufacturing facility in Arnhem,

the Netherlands, our Accoya

Color facility in Barry, UK, our

Dallas and London offices, and

the emissions associated with the

Tricoya site in Hull. In FY25, we

have also included 60% of the

emissions from our joint venture

in Kingsport. Accsys holds a 60%

interest in the joint venture and

Eastman 40%.

•

Selection and data collection were

based on primary information

sources, including official

documents, bills and invoices.

•

Emissions have been calculated

using 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.

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.

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Sustainability continued

FY25 highlights

•

Launch of an online learning and development

system to facilitate employee training across our sites

•

Introduction of a Technical Training Academy to build

technical competencies amongst employees

•

Continued success of our award programmes

including the FOCUS awards and Ideas Box

•

Celebrating cultural and social events with

employees such as World Mental Health Day,

International Women’s Day, Earth Day, and World Day

for Safety and Health at Work

•

Employee wellness workshops at Arnhem, allowing

employees to learn from external experts on wellbeing

topics (see case study on page 53)

•

1,342 days with no LTIs at our Barry site

Looking forward

•

Focusing efforts on a ‘Journey to Zero’ health

and safety incidents. This includes continuing

safety training in Arnhem

•

Next phase of embedding the nine Life Saving

Rules, working to improve health and safety

at Arnhem

•

Pursue additional health and safety training

programmes to enhance site personnel capabilities

•

Extension of

wellness

initiatives to all employees

Social

As a manufacturing company, health and safety remains an

utmost priority. Ensuring that our employees are safe at work

is embedded in our Company culture and, throughout FY25,

we began to embed the nine Life Saving Rules which are aimed

at health and safety prevention and accountability.

However, over the last year, Accsys has recorded an

increase in our Lost Time Incident Rate (LTIR). This trend is

concerning and primarily linked to an increase in necessary

manual interventions at our Arnhem facility involving our

wood stacking operations. We maintain a very strong safety

track record in our chemical operations. In response, we

are reviewing our mechanical safety practices to identify

targeted measures that will reduce risk and ensure a safe

working environment for all employees. To further reinforce

accountability, health and safety targets are directly

integrated into the performance-bonus structure for the

Executive Committee. Our long-term ambition is ultimately

for zero harm.

Accsys is committed to upholding human rights and fostering

inclusive, supportive and fair workplaces. This includes regular

benchmarking to ensure that wages are fair, equitable and

reflective of employees’ skills, abilities and experience, as

well as monitoring working hours, and tracking the gender

pay gap. In Arnhem, where the majority of employees are

based, the Works Council is regularly consulted and allows for

greater employee representation and a more collaborative

approach in our work environments.

32.8

total hours of training and development per person

(FY24: 30.5)

Zero fatalities (FY24: zero)

2.83 Lost Time Incident Rate (LTIR) (FY24: 1.83)*

84% of employees feel their work has a strong sense

of purpose

* Per 200,000 hours worked.

At Accsys, we believe the best results come from employees

who are engaged, motivated and have opportunities to

develop. In FY25, we launched the online employee learning

and development programme whilst our employee share

plan enables colleagues to directly benefit from the success

of the Company, reinforcing a sense of ownership. We also

encourage active involvement and collaboration through

the Charity Committee, Ideas Box, and Wellness Program

at Arnhem, all of which give employees the opportunity to

contribute to Accsys’ culture beyond their day-to-day roles.

Total headcount % Male % Female

Non-Executive Board Members 4 75 25

Senior managers* 30 77 23

All employees 215 85 15

Note: Table reflects FY25 for Accsys. Headcount is exclusive of joint venture.

* Senior managers include our Executive Board Members, Executive Committee, and senior managers with the highest levels of strategic influence for the

organisation.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

As part of our ongoing focus on employee wellbeing,

Accsys’ Arnhem plant in the Netherlands launched its

first structured wellness initiative which ran from July

to December 2024. The programme was designed

to address specific physical and mental health

challenges, with a particular focus on the challenges

often faced in a manufacturing environment and

byshift workers.

Over the five-month period, a series of 14 workshops

were held, offering employees the opportunity to

engage with a wide range of health-related topics.

Sessions included guest speakers and subject-matter

experts who led discussions on practical strategies

for managing and preventing stress, improving

nutrition and increasing movement into daily

routines. The workshops also created space for open

dialogue, allowing participants to share experiences

and ask questions in a supportive environment.

A highlight for the programme was a nutrition-

focused workshop held in September, where two

registered dieticians visited the Arnhem site to

provide guidance on healthy eating. The session

focused on practical and accessible approaches

to nutrition that could be tailored to individual

routines and shiftpatterns.

The initiative was well received and forms part of a

broader effort to create a healthier, more engaged,

and more supportive work environment for all

employees. Building on thepositive response to

the initial workshops, plansare in place to continue

expanding wellness support for employees across

all sites.

Employee at Arnhem

ACCSYS CARES

SOCIAL

CASE STUDY

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Sustainability continued

FY25 highlights

•

Accsys scored 56/100 in the S&P Global Corporate

Sustainability Assessment – reflecting an +11 point

improvement over last year’s score (see case study on

page 55) (FY24: 45/100)

•

Continued participation in the UN Global Compact

•

Review of key policies (e.g. Human Rights, Environment

and Climate Change)

•

Continued adherence to QCA Corporate Governance

Code (see page 79 for more information)

•

Monitoring and training in relation to key governance

topics, including Anti-Bribery, Market Abuse and

Modern Slavery

•

Introduction of a Board Diversity Policy

Looking forward

•

ESG strategy refresh

•

Continued monitoring of new reporting

frameworks e.g. ISSB standards

•

Fifth year of reporting to GRI and SASB

Governance

The Board of Directors holds ultimate responsibility for

overseeing the management of Environmental Social

Governance (ESG) and climate-related risks and opportunities

(for more information see page 56). However, good

governance is embedded into the daily work of all employees

at Accsys, reflecting our shared business purpose of

‘Changing Wood to Change the World’.

We remain firmly committed to conducting our business

responsibly and upholding the highest ethical standards as

we grow. To support this, we continuously strengthen our

processes and procedures, conducting regular reviews to

ensure they are properly applied to maintain a positive and

accountable corporate culture.

Accsys recently conducted a Double Materiality Assessment

(DMA). The insights gained from this assessment will guide

the development of our ESG strategy, help to inform decision

making and shape our priority focus areas for material issues

going forward.

Zero incidents

of bribery and corruption (FY24: zero incidents)

Zero fines and zero non-monetary sanctions from

non-compliance with environmental laws and/or

regulations (FY24: zero)

Two ’meet the Board’ events held for Accsys colleagues

(FY24: one)

100% relevant colleagues (including Board)

communicated with and completed training on anti-

corruption policies and other key topics (FY24: 100%)

Zero regulatory fines, sanctions or settlements

(FY24: zero)

Zero direct spend on political campaigns, lobbying or

think tanks (FY24: zero)

As a UN Global Compact signatory, Accsys has

committed to implementing the Ten Principles

across Human Rights, Labour, Environment and Anti-

Corruption issues.

Fifth year of reporting to GRI and SASB

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

At Accsys, we are committed to embedding

sustainable business practices into every aspect of

our operations. Independent, externally assessed

accreditations play a key role in this, helping us to

objectively measure, benchmark, and validate our

sustainability performance, while guiding continuous

improvement on ESG priorities.

As part of this commitment, Accsys continues

to participate in the S&P Global Corporate

Sustainability Assessment (CSA) which evaluates

companies across a wide range of ESG criteria,

including climate strategy, governance, social

responsibility and risk management. Our participation

ensures transparency and accountability, providing a

clear view of how Accsys’ practices align with global

standards and industry peers.

We are delighted to report that this year,

Accsys achieved a score of 56/100 in the S&P CSA.

This is a significant improvement from the previous

year (score of 45/100), representing a +11 point

increase, and means that Accsys is firmly within the

top 20% for our sector (Paper and Forest Products)

for the third consecutive year.

Accsys is incredibly proud of this result and believes

that it accurately reflects our commitment and

progress across key ESG areas. Over the past year,

we undertook a comprehensive review and refresh

of our corporate policies, improved transparency

on water and energy data and introduced a Board

Diversity policy, all of which contributed to our

improved performance.

This result not only reinforces our industry-leading

performance in sustainability but also supports

the notion that Accsys continues to operate

with transparency and accountability, making

meaningful progress in comprehensively

addressing ESG issues.

CELEBRATING ACCSYS’ PERFORMANCE

IN THE S&P CORPORATE

SUSTAINABILITYASSESSMENT

GOVERNANCE

CASE STUDY

Offshore district development, Borkum, Germany.

Delugan Meissl Associated Architects. Photography: Piet Niemann

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Climate Disclosures Report (TCFD)

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. FY24 was

our first year in which we publicly disclosed these

climate risks and opportunities.

Where possible and appropriate, we have also

aligned with some of the International Financial

Reporting Standards (IFRS S2) 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 the 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.

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), Dr Trudy Schoolenberg, Louis

Eperjesi, Edwin Bouwman.

Executive Committee Head of ESG

The Executive Committee reports directly

to the CEO. They are responsible for setting

strategic direction including the approach

to climate risk management. For more

information on our Executive Committee

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

and the ESG Reporting Manager are also used

for support.

Climate-related risks and opportunities governance structure

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

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 Executive Committee. 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 Executive Committee 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.

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Climate Disclosures Report (TCFD) continued

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 and

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

with increasing reporting requirements, higher

carbon prices and wider implementation of carbon

pricing mechanisms globally, higher expectations from

businesses and larger impact on a company’s reputation

from climate inaction, amongst other things.

•

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

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.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Identified Material Risks

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.

Risk description

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.

Risk category

Climate scenario and

most relevant time horizon Impact description Mitigation actions

Acute High Carbon

Long Term (Beyond 2050)

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.

Likelihood rating Impact rating

Likely High

Risk description

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.

Risk category

Climate scenario and

most relevant time horizon Impact description Mitigation actions

Chronic High Carbon

Long Term (Beyond 2050)

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.

Likelihood rating Impact rating

Almost Certain Medium

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Climate Disclosures Report (TCFD) continued

Identified Material Risks continued

Physical risks continued

Risk description

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.

Risk category

Climate scenario and

most relevant time horizon Impact description Mitigation actions

Chronic High Carbon

Long Term (Beyond 2050)

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.

Likelihood rating Impact rating

Likely High

Transition risks

Risk description

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.

Risk category

Climate scenario and

most relevant time horizon Impact description Mitigation actions

Technology Low Carbon

Near and Medium Term

(2025–2050)

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 (including lower

carbon emissions, energy prices and

efficiencies). 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.

Likelihood rating Impact rating

Likely High

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Risk description

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.

Risk category

Climate scenario and

most relevant time horizon Impact description Mitigation actions

Market/Policy

and Legal

Low Carbon

Near and Medium Term

(2025–2050)

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 price) energy sources.

Energy efficiency improvements:

ExploreISO 50001 certification to ensure

energy efficient processes are in place.

Explore feasibility of on site renewables.

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 suppliers

understand Accsys’ ESG strategy and

how they cancontribute.

Likelihood rating Impact rating

Almost Certain High

In Accsys’ FY25 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.

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 30 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.

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Climate Disclosures Report (TCFD) continued

b) Describe the impact of climate-related risks

and opportunities on the organisation’s

businesses, strategy and financial planning;

and

c) 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 continues to review its business strategy

and is committed to aligning it with global climate

resilience efforts. The identified climate-related risks

and opportunities are actively integrated into strategic

planning, including site development, capital expenditure

planning, and long-term investment priorities. For more

information on Accsys’ identified material risks and

mitigation actions, see page 59.

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.

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, for

example through investment in supply chain resilience,

diversifying sourcing, and infrastructure planning. 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 certain Board

members and members of the Executive Committee

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.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Climate risks are recognised as a principal risk to

Accsys (see page 44). 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. Accsys’ 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

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.

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

environmental 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.

Scope 3 emissions can be seen in Accsys’ 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 which 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.

c) Describe the targets used by the

organisation to manage climate-related

risksand opportunities and performance

against targets

Accsys 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 non-electric

manufacturing 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.

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Stakeholder Engagement

PROMOTING THE SUCCESS OF THE

COMPANY FOR THE BENEFIT OF ALL

ITS STAKEHOLDERS

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

to maintain 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 65 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).

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Our

Stakeholders

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.

Stakeholder group:

Shareholders and investors

WHAT MATTERS TO THIS STAKEHOLDER GROUP HOW THE BOARD ENGAGES

•

Financial and operational performance of the

business

•

Creation of long-term, sustainable

shareholdervalue

•

Share price and returns

•

Risk management

•

Board composition and succession

•

Strong governance

•

The Board actively seeks engagement with shareholders

and investors

•

The CEO and CFO engage with shareholders on

financial and business performance and strategic

priorities, particularly around financial results

announcements

•

The Board reviews and approves investor

communications, including the Annual Report and

RNS announcements

•

Investor engagement with the brokers

•

Chair engagement with shareholders

BOARD ACTIVITY AND OUTCOMES STRATEGIC PRIORITIES

In FY25, the Board played a pivotal role in supporting key strategic developments,

including:

•

The development and launch of the new FOCUS strategy at Accsys’ Investor

Day in January 2025, which set a clear vision for future growth.

•

A thorough evaluation of all strategic and funding options for the Hull site,

leading to the decision to discontinue operations there and wind up the

Group’s subsidiary, Tricoya UK Limited.

•

Oversight of a comprehensive internally facilitated compliance risk assessment,

with subsequent Board approval empowering the Executive Committee to

implement recommended actions.

•

Strategic leadership appointments, including the onboarding of a new Chief

Financial Officer.

•

Through these activities, the Board ensures that stakeholder interests are

considered in critical decisions, reinforcing the Company’s commitment to

sustainable value creation.

•

Fundamentally strong

•

Operationally efficient

•

Customer Centric

andPreferred

See more about our business activities

in our Business Model | Page 32

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Stakeholder Engagement continued

Stakeholder group:

Suppliers and business partners

WHAT MATTERS TO THIS STAKEHOLDER GROUP HOW THE BOARD ENGAGES

•

Business performance

•

Terms and conditions and payment practices

•

Business conduct and treatment

•

Compliance with regulations

•

Meetings between Executive Directors and senior

executives of major suppliers and partners on a

regular basis to understand the strategy, expectations

and performance of their businesses

•

Key account and relationship management

BOARD ACTIVITY AND OUTCOMES STRATEGIC PRIORITIES

•

Continued engagement with key suppliers to strengthen relationships and improve

resilience and performance

•

Successful commercialisation of Accoya USA with our JV partner Eastman

ChemicalCompany

•

Review and approval of the 2025 Modern Slavery Statement and review of supply

chain and business partner risk identification and mitigation

•

Fundamentally strong

•

Operationally efficient

Stakeholder group:

Distributors, customers and consumers

WHAT MATTERS TO THIS STAKEHOLDER GROUP HOW THE BOARD ENGAGES

•

Product quality and performance

•

Level of customer service and accountability

•

Product availability

•

Sustainability and responsible sourcing

•

Collaboration on sales and marketing

•

Standards of business conduct

•

Data protection

•

Board members meeting with key distributors

•

Communication and regular dialogue with customers

•

Active involvement in construction panels and

directengagement

•

Hosting customer site visits

•

Media outreach to communicate product value

proposition

BOARD ACTIVITY AND OUTCOMES STRATEGIC PRIORITIES

•

Board monitoring of sales metrics and product quality

•

Participation of Directors in key regional trade shows

•

Operationally efficient

•

Customer Centric and

Preferred

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Stakeholder group:

Employees

WHAT MATTERS TO THIS STAKEHOLDER GROUP HOW THE BOARD ENGAGES

•

Health and safety (and working conditions)

•

The Company’s financial position

•

Learning and development opportunities

•

A fair and equitable workplace

•

Reward and benefits

•

Strong corporate purpose and values

•

Regular updates with site HSE committees

•

Regular CEO and CFO updates including Townhalls

and digital communications

•

Meet the Board events

•

Endorsement of Employee Share Plan

•

Review and approval of Code of Conduct

•

Ensures appropriate whistle-blowing platform in place

BOARD ACTIVITY AND OUTCOMES STRATEGIC PRIORITIES

•

Review and consideration of feedback from employee engagement survey to

understand employee behaviours and expectations

•

Approval of share based employee incentivisation awards

•

Continuing the Board’s commitment to building a strong culture through regular

reporting of HSE matters to the Board

•

Introduction of a Learning Management System

•

United Team

•

Safe and Sustainable

•

Fundamentally Strong

Stakeholder group:

Community and the environment

WHAT MATTERS TO THIS STAKEHOLDER GROUP HOW THE BOARD ENGAGES

•

Sustainability including carbon emissions and

responsible sourcing

•

Greater use of timber in construction

•

Local employment

•

ESG performance is embedded into the Company’s

incentivisation targets

•

Board commitment to sourcing 100% of our wood

from certified sustainable and well managed sources

(FSC® (CO12330, PEFC, or equivalent)

•

Participation in trade bodies supporting timber based

construction e.g. Timber Development UK

BOARD ACTIVITY AND OUTCOMES STRATEGIC PRIORITIES

•

The Board reviewed and approved an updated Environmental

and Climate Change Policy and Code of Conduct

•

Safe and sustainable

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Stakeholder Engagement continued

Long-term view

The Directors aim to ensure that the business, guided by

its values-led vision, achieves both short-term commercial

success and long-term sustainability. This includes

carefully considering the long-term impact of decisions,

with the Board committed to responsible management as

Accsys continues to develop technologies and solutions.

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 priority of the business.

To assess the likely long-term impact of decisions,

the Directors focus on Accsys’ core values and stated

purpose: ‘Changing Wood to Change the World’, to ensure

that strategic objectives deliver 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 in

its various policies, for example, its Human Rights Policy

and Modern Slavery Statement. 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, creating 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.

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 23 June 2025 and is signed on its behalf by:

Dr Jelena Arsic van Os Dr Trudy Schoolenberg

Chief Executive Officer Chair

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Arc Polo Farm, Surrey, UK.

Manufacturer: Exterior Solutions Ltd.

Architect: DROO. Photography: Henry Woide

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Accoya at the Chelsea Flower Show, London, UK. Architect: Dido Milne (CSK Architects).

Design: Sophie Parmenter. Photography: 2024 Tammy Marlar Photography.

GOVERNANCE

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Corporate Governance

72 Board of Directors

74 Executive Committee

75 Corporate Governance

80 Audit Committee Report

82 Nomination Committee Report

86 Remuneration Report

97 Directors’ Report

100 Statement of Directors’ Responsibilities

OVERVIEWFINANCIAL STATEMENTS STRATEGIC REPORTGOVERNANCE

Board of Directors

Dr 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 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 year 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:

• Elementis PLC

External Appointments

None

Sameet Vohra

Chief Financial Officer

Appointed to the Board

30 September 2024

Background and Experience

Sameet has more than 25 years’

experience in finance, with over 20

years’ experience working in UK listed

PLCs primarily across manufacturing,

engineering, and natural resources.

He has a broad skillset and strengths

gained in senior finance leadership

roles including strategy execution,

performance improvement, M&A, IT, risk

management, transformation programme

leadership and financial management.

Sameet most recently served as CFO of

Sureserve Group PLC and has previously

held positions including CFO of Science

Group PLC, Group Director of Finance

at Spectris PLC and Group Financial

Controller at TT Electronics PLC. He

qualified as a chartered accountant with

KPMG and is a member of the Institute of

Chartered Accountants in England and

Wales.

External Appointments

None

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Louis Eperjesi Roland Waibel Edwin Bouwman

Non-Executive Director

(Senior Independent Director)

Independent Non-Executive Director Non-Independent

Non-Executive 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.

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.

Edwin is currently a member of the

Supervisory Board of Koninkligke

Jumbo Food Groep B.V. , where he was

appointed on 1 May 2025.

External Appointments

Louis is currently a Non-Executive Director

of:

• Trifast PLC

• Howden Joinery Group plc

• Ibstock Plc

External Appointments

None

External Appointments

Royal Jumbo Food Group

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 97

GOVERNANCE STRATEGIC REPORTFINANCIAL STATEMENTS OVERVIEW

John Alexander Dr Pablo Steenwinkel Hans Pauli Angus Dodwell

Group Commercial Director Group Technology and

Quality Director

Managing Director, Arnhem General Counsel

Background and Experience

John is responsible for all aspects of

product sales for Accsys, managing

our commercial team in Europe and

North America. 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.

In 2023 he took on responsibility for

marketing and customer service.

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

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.

Hans’ 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.

Background andExperience

Angus is responsible for the legal

affairs of the Accsys Group. Angus

previously worked at Accsys from

2008 to 2022, latterly as General

Counsel and Company Secretary,

and rejoined the Group as General

Counsel and Executive Committee

member in March 2025.

Angus qualified at a leading UK

international law firm and has over

20 years’ experience practicing as

a corporate and commercial lawyer,

principally advising small-mid cap

companies on a broad range of

commercial, corporate and other

business matters.

The Executive Committee includes the Chief Executive Officer,

the Chief Financial Officer and the following individuals:

Our Executive Committee 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.

Executive Committee

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

The Board believes that

sound governance is

fundamental for the

effective oversight and

long-term success of

the Company.”

Dr Trudy Schoolenberg

Non-Executive Chair

Dear Shareholder,

As Chair of the Company, I have pleasure

in presenting the Corporate Governance

Statement for FY25. The Board is collectively

responsible to the shareholders of the

Company for the effective oversight and

long-term success of the Company. The Board

believes that sound governance is fundamental

to this and has followed the QCA Corporate

Governance Code since 2018. A new QCA

Code was introduced in November 2023 and

became effective for the Company to report

against in this financial year. Details of how we

comply with the new QCA code are given on

page 79.

The Board recognises that corporate

governance is not a static process and that

there is a need to continuously review our

policies and practices to ensure that the

Company meets the required standards,

and that this area develops in line with the

growth and overall strategic plans for the

Group. The Board considers that the policies,

procedures and relevant systems which have

been implemented to date have given us a firm

foundation for our governance structure.

Composition and independence

of the Board

During the financial year the Board consisted

of six Directors: the Non-Executive Chair,

two Executive Directors, one Non-Executive

Director and two independent Non-Executive

Directors.

Details of each Director’s experience and

background are given in their biographies

onpages 72 and 73.

Corporate Governance

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Corporate Governance continued

Division of responsibilities

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)

Board responsibilities

The Board has overall responsibility for the Company’s

purpose, strategy, business model, performance, capital

structure, approval of key contracts and major capital

investment plans, the framework for risk management and

internal controls, governance matters and engagement

with shareholders and other key stakeholders.

The Board is notably responsible for:

•

developing Group strategy, business planning,

budgeting and risk management;

•

monitoring performance against budget and other

agreed objectives;

•

setting the Group’s values and standards, including

policies on employment, health and safety, environment

and ethics;

•

relationships with shareholders and other

majorstakeholders;

•

appointment of key advisers to the Company;

•

determining the financial and corporate structure of

the Group (including financing and dividend policy);

•

major investment and divestment decisions, including

acquisitions, and approving material contracts; and

•

Group compliance with relevant laws and regulations.

How the Board operates

The Board has an established schedule of meetings

throughout the year, with additional meetings convened

when required. The Board addresses several recurring

items at each Board meeting, including operational

and financial performance updates and management

presentations. The Directors maintain a dialogue between

Board meetings on a variety of matters.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

The table below sets out the attendance record of individual Directors at Board and Committee meetings held

during the financial year:

Director

Board

Audit

Committee

Remuneration

Committee

Nomination

Committee

Attended Attended Attended Attended

Dr Geertrui ‘Trudy’ Schoolenberg 13/13 3/3 6/6 5/5

Dr Jelena Arsic van Os 13/13 n/a n/a n/a

Sameet Vohra (appointed 30 September 2024) 4/4 n/a n/a n/a

Hans Pauli 4/5 n/a n/a n/a

Steven Salo 1/1 n/a n/a n/a

Louis Eperjesi 13/13 3/3 6/6 5/5

Roland Waibel 13/13 3/3 6/6 5/5

Edwin Bouwman 11/13 3/3 6/6 n/a

The Board retains control of certain key decisions

through the schedule of matters reserved for the Board.

It has delegated other responsibilities to its Board

Committees, details of which are stated in each of the

Committee reports contained within this Annual Report.

Anything falling outside of the schedule of matters reserved

for the Board or the Committees Terms of Reference

falls within the responsibility and authority of the Chief

Executive, including all executive managementmatters.

A meeting agenda and accompanying detailed papers,

covering key business and governance issues are

circulated to the Board and Committee meetings well

in advance of each meeting. At each meeting, the Board

reviews comprehensive financial and trading information

produced by the management team and considers the

trends in the Company’s business and its performance

against strategic objectives and plans.

All Directors are expected to attend each meeting of the

Board and any Committees of which they are members,

and to devote sufficient time to the Company’s affairs to

fulfil their duties as Directors. Where Directors are unable

to attend a meeting, they are encouraged to submit any

comments to be considered at the meeting to the Chair

in advance to ensure that their views are recorded and

taken into account during the meeting. Directors are

encouraged to question and voice any concerns they may

have on any topic put to the Board for debate.

The minutes of the Board and Committee meetings record

the discussions, decisions made and any mattersarising.

The Chief Executive Officer and Chief Financial Officer,

being the executive members of the Board, implement the

decisions of the Board and may delegate any decisions

made to the Executive Committee asappropriate.

The main activities of the Board during the year

There are a number of standing and routine items

included for review on each Board agenda. These include

operational reports, including HSE reports, financial

reports, governance and investor relations updates.

In addition, key areas put to the Board for consideration

and review included:

•

approval of annual and half-year reports and

financialstatements;

•

review and approval of budget;

•

review of the company strategy and strategy

implementation;

•

approval to close the Group’s manufacturing plant

inHull; and

•

review and appointment of a new Nominated Advisor.

Board Committees

The Board delegates certain responsibilities to

its three main Committees, so that it can operate

efficiently and give an appropriate level of attention and

consideration to relevant matters. The Company has

an Audit Committee, a Remuneration Committee, and

a Nomination Committee, all of which operate within a

scope and remit defined by specific terms of reference

determined by the Board. Details of the operation of

the Board Committees are set out in their respective

reports later within this Annual Report. All of the Board

Committees are authorised to obtain, at the Company’s

expense, professional advice on any matter within their

Terms of Reference and to have access to sufficient

resources in order to carry out their duties.

The Board Chair also chairs the Nomination Committee,

whilst both independent Non-Executive Directors each

chair one Committee, being the Audit Committee and

the Remuneration Committee.

Appointments to the Board and re-election

The Board has delegated the tasks of reviewing Board

composition, searching for appropriate candidates

and making any Board or Committee appointment

recommendations to the Nomination Committee.

Further details on the role of the Nomination Committee

may be found on page 82.

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Non-Executive Directors

Each of the Non-Executive Directors has entered into a

letter of appointment with the Company, which sets out

the duties of the Director and commitment expected.

They are expected to commit at least 20 days per annum

to their role and are specifically tasked with:

•

bringing independent judgement to bear on issues put

to the Board;

•

applying their knowledge and experience in considering

matters such as strategy, company performance, use of

resources and standards of conduct; and

•

ensuring high standards of financial probity and

corporate governance.

All Directors will offer themselves for annual re-

election at the AGM, in accordance with best practice

in corporate governance. This year Sameet Vohra will

be offering himself for election for the first time having

been appointed as an Executive Director at the end of

September 2024.

Board and Committee Performance Reviews

I consider the operation of the Board and the

performance of the Directors on an ongoing basis as part

of my duties and will bring any areas of improvement I

consider needed to the attention of the Board.

Principle 8 of the new QCA Code recommends that an

external evaluation of the Board and its Committees be

undertaken on a periodic basis. Accordingly, in the last

quarter of the financial year, a Board evaluation took

place by an external facilitator by means of reviewing

Board papers, minutes, attending meetings and

interviewing each Director individually. A comprehensive

report was produced which is currently being reviewed

and considered by the Board. Further details on

the evaluation, its recommendations and actions to

address those recommendations will be provided in the

FY26AnnualReport.

Change in Nominated Advisor

Being an AIM listed company, the Company is required to

have a Nominated Advisor (‘NOMAD’) according to the

AIM listing rules. The NOMAD is also the Company’s UK

corporate broker.

On the 1st April 2025, Panmure Liberum replaced

Deutsche Numis in these roles. The Board would like

to thank Deutsche Numis for their advice and support

during their tenure as NOMAD.

Conflicts of interest

Under the Company’s Articles, the Directors may authorise

any actual or potential conflict of interest a Director may

have and may impose any conditions on the Director that

are felt to be appropriate. Directors are not able to vote

in respect of any contract, arrangement or transaction

in which they have a material interest, and they are not

counted in the quorum. A process is in place to identify any

of the Directors’ potential or actual conflicts of interest.

Accountability

The Company has in place a system of internal financial

controls commensurate with its current size and activities,

which is designed to ensure that the possibility of

misstatement or loss is kept to a minimum. These procedures

include the preparation of management accounts, forecast

variance analysis and other ad-hoc reports. There are clearly

defined authority limits throughout the Group, including

matters reserved specifically for the Board.

Risk management and internal control

Risks throughout the Group are considered and reviewed

on a regular basis. Risks are identified and mitigating

actions put into place as appropriate. Principal risks

identified are set out in the Strategic Report on pages 40

to 44. Internal control and risk management procedures

can only provide reasonable and not absolute assurance

against material misstatement. The internal control

procedures were in place throughout the financial year

and up to the date of approval of this report.

Financial and business reporting

The Board seeks to present a fair, balanced and

understandable assessment of the Group’s position and

prospects in all half-year, final and any other ad-hoc reports,

and other information as may be required from time to time.

The Board receives a number of reports, including those

from the Audit Committee, to enable it to monitor and

clearly understand the Group’s financialposition.

Annual General Meeting (AGM)

This year’s AGM will be held on 24 September 2025.

The Notice of Annual General Meeting is available on

the Company’s website at www.accsysplc.com. Separate

resolutions are provided on each issue so that they can

be given proper consideration, and all shareholders are

encouraged to submit their votes.

Dr Trudy Schoolenberg

Chair

23 June 2025

Corporate Governance continued

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

The QCA Corporate Governance Code 2023 (‘QCA Code’)

The new QCA Code which was introduced in November 2023 and which became effective for the Company to report

against in this financial year. The QCA Code is split into three sections and ten principles and how the Company has

complied with it is set out in the table below:

Principles of the QCA Code How the Company has complied

Deliver Growth

1. Establish a purpose, strategy and business

model which promotes long-term value

forshareholders.

The Board has collective responsibility for setting the strategic aims and

objectives of the Group. Our strategy is articulated on pages 34 to 37 and on

ourwebsite.

2. Promote a corporate culture that is based on

ethical values and behaviours.

The Company operates an open and inclusive culture and this is reflected in

theway that the Board conducts itself.

3. Seek to understand and meet shareholder

needs andexpectations.

In the course of implementing our strategic aims, the Board takes into account

expectations of the Company’s shareholders by meeting with them on a regular basis.

4. Take into account wider stakeholder and

social and environmental responsibilities, and

their implications for long-term success.

How we engage with our key stakeholder groups is stated on pages 64 to 68. The

Company’s website has an ESG page which gives further details. This can be found

at www.accsysplc.com.

5. Embed effective risk management,

internal controls and assurance activities,

considering both opportunities and threats,

throughout the organisation.

The Board has responsibility for the Group’s internal control and risk management

systems. Further detail on risk management is included on pages 40 to 44.

Maintain a dynamic management framework

6. Establish and maintain the Board as a well-

functioning, balanced team led by the Chair.

The Chair considers the operation of the Board as a whole and the performance of

the Directors individually. All appointments to the Board are on merit, but with due

consideration to the need for diversity on the Board. Such appointments are made

to complement the existing balance of skills and experience on theBoard.

7. Maintain appropriate governance structures

and ensure that individually and collectively

the Directors have the necessary up-to-date

experience, skills and capabilities.

The Directors have the necessary up-to-date experience, skills and capabilities

required for the Board and to oversee the management of the Company.

Directors keep their skillset up to date with a combination of attendance at

industry events, governance updates by the NOMAD individual reading and

study, and experience gained from other Board roles. Directors are able to take

independent professional advice in the furtherance of their duties, if necessary,

at the Company’s expense.

8. Evaluate Board performance based on

clear and relevant objectives, seeking

continuousimprovement.

An internal evaluation of the Board is normally undertaken each year and the

feedback shared with the Board. In March 2025, an external Board evaluation was

initiated in accordance with the new QCA Code.

9. Establish a remuneration policy which is

supportive of long-term value creation

and the Company’s purpose, strategy

andculture.

Whilst the requirement to establish a remuneration policy is new to the QCA

Code, under Sections 385, 420, and 439A of the Companies Act 2006 it has been

a requirement for companies that have a listing in any EEA country to produce a

full Directors’ Remuneration Report and to have a Remuneration Policy for which

approval must be sought from shareholders.

Accordingly, given the Company’s cross listing on Euronext Amsterdam since 2007,

the Company has legally been required to have a Remuneration Policy in place for

a number of years. The policy is put to shareholders for approval every three years

and was last approved at the 2024 AGM. It received over 99% of the votes in favour.

Build trust

10. Communicate how the Company is

governed and is performing by maintaining

a dialogue with shareholders andother

relevantstakeholders.

The Board will continue to monitor its application of the QCA Code and revise its

governance framework as appropriate as the Group evolves.

The Board recognises the importance of maintaining regular dialogue with

institutional (both existing and potential) and retail shareholders to ensure that

the Group’s strategy is communicated and to understand the expectations of

ourshareholders.

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

The Committee’s primary

responsibility is to monitor

the quality of internal

controls and ensure the

financial performance of

the Company is properly

measured and reported on.”

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 2025. This

report provides a summary of the Committee

and its focus and activities during the course

ofFY25.

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

any irregularities in the management of the

Company’s business, through consultation

with the Company’s external auditor and by

proposing remedial measures where necessary

to the Board of Directors.

The Audit Committee meets at least three times

a year.

Audit Committee Report

Membership

Roland Waibel (Chair of the Audit Committee)

Dr 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 77

The Terms of Reference for the Audit Committee are

available on the Company’s website |

www.accsysplc.com/investors/corporate-governance

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

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

23 June 2025

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 detailed reviews of the Group’s risk

risks are appropriately identified, evaluated and

mitigated, as appropriate. See Risk section from

page 40

•

Ensured appropriate scrutiny of the Company’s IT

and cybersecurity arrangements, recognising that

Roland Waibel (Board member and Committee

Chair) and Sameet Vohra (CFO) both have

past experience in the implementation of IT,

information security and cybersecurity

Corporate governance

•

Reviewed changes in the field of

corporategovernance

External audit matters

•

Recommended the reappointment of PwC as

external auditor for FY25

•

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

•

Reviewing the plan and roadmap for the

Group’s proposed SAP upgrade project

•

Reviewed and approved updated Terms of

Reference for the Committee

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

The Committee is responsible

for the orderly succession of

both the Board and Executive

Committee positions and for

overseeing the development

of a diverse pipeline.”

Dr Trudy Schoolenberg

Chair of the Nomination Committee

In exercising its role, the Committee has regard

to the recommendations put forward in the

QCA Corporate Governance Code.

The Committee’s Terms of Reference state

that a majority of Committee members should

be Independent Non-Executive Directors.

During FY25 and as at the date of this report,

all serving members of the Committee are

Independent Non-Executive Directors.

Dear Shareholder,

As Chair of the Nomination Committee (the

Committee), I am pleased to present its report

for the year ended 31 March 2025. This report

provides a summary of the Committee’s

activities during the course of the year.

During the year, we welcomed Sameet Vohra

to the Board as Chief Financial Officer on

30September 2024.

In addition to the above, the main focus of the

Committee this year has been on succession

planning and providing support to the Chief

Executive Officer in reshaping the Company’s

leaner Executive Committee.

Role of the Committee

The Committee is responsible for the orderly

succession of both the Board and Executive

Committee positions and for overseeing

the development of a diverse pipeline for

succession of critical roles.

Nomination Committee Report

Membership

Dr 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 and the Executive Committee;

•

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 77

The Terms of Reference for the Nomination Committee

are available on the Company’s website |

www.accsysplc.com/investors/corporate-governance

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Executive Director appointment process

1. Appoint 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 candidate for

appointment to the Board

6. The Board reviewed and approved the

candidate for appointment

2025 Board and Committee

PerformanceReviews

In accordance with best practice and the requirements

of the QCA Code, the Board undertakes annual reviews

of the performance of the Board and its Committees. In

line with the 2023 QCA Code, an externally facilitated

review should take place on a periodic basis, with

internal reviews conducted in the interim years.

During the year, the Board made good progress

against the recommendations made in the 2024 Board

Performance Review, which was carried out internally by

means of a questionnaire, including:

•

Enhanced Board involvement in the Company’s

objectives and strategy by holding two Strategy days

held with the Executive Committee and the Board with

a new Strategy detailed in January 2025.

•

Board external evaluation took place in March 2025.

Further details on the following page.

•

Implemented measures to improve Board and

Committee meetings, including acting on feedback to

improve financial reporting to the Audit Committee.

•

Continued focus on succession planning at Board and

Executive Committee level.

Key matters discussed during the year

During FY25 the Committee led the process for the

appointment of a Chief Financial Officer, including the

appointment of Hans Pauli as Interim Chief Financial

Officer whilst the search was underway.

Succession planning and talent development continued

to be a core focus of discussion for the Committee

during the year, particularly relating to attraction,

retention and motivation of colleagues. This was

reviewed through the lenses of compensation and

benefits, learning and development and employee

engagement. The Committee received updates from

the Executive Directors on initiatives taken to engage

employees and the opportunities available as part of

their compensationpackages.

Appointment of Chief Financial Officer

The Board appointed Hans Pauli as Interim Chief

Financial Officer on 15 May 2024, Hans having previously

served as Group CFO between 2010 and 2012. While

the external search for a permanent appointment was

ongoing, and in his capacity as Interim CFO, Hans joined

the Board as an Executive Director on 4 July 2024, on

the recommendation of the Nomination Committee.

Following an extensive search and review of the

shortlisted candidates, Sameet Vohra was identified as

the preferred candidate and his appointment as Chief

Financial Officer and Executive Director of the Company

was recommended to the Board by the Nomination

Committee. Sameet has more than 25 years’ experience

in finance, with over 20 years’ experience working in UK

listed PLCs primarily across manufacturing, engineering

and natural resources. He has a broad skillset and

strengths gained in senior finance leadership roles

including strategy execution, performance improvement,

M&A, IT, risk management, transformation programme

leadership, and financial management. These will be

of great benefit to the Company as the new FOCUS

strategy is rolled out.

Upon Sameet Vohra’s appointment to the Board of

Accsys on 30 September 2024 as Chief Financial Officer,

Hans Pauli stepped down and was appointed Managing

Director of the Arnhem plant. The Committee thanks

Hansfor his adaptability and professional support.

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Nomination Committee Report continued

For the FY25 review, the Board appointed an external

facilitator, in accordance with the new QCA Code, who

undertook a review in March 2025 of the Board and

its Committees. The external facilitator had no prior

affiliation with the Company or its Directors before

thereview.

The review took the form of a detailed review of Board

and Committee papers; observation of the March

2025 Board and Committee meetings; and one-to-

one interviews with the Directors. A comprehensive

report was produced which is currently being reviewed

and considered by the Board. Further details on the

evaluation, its recommendations and actions to address

those recommendations will be provided in the FY26

Annual Report.

Dr Trudy Schoolenberg

Chair of the Nomination Committee

23 June 2025

1 Tenure is calculated on number of complete years to 31 March 2025.

0-3 years

6–9 years

4–6 years 0

Length of Tenure

of Directors

Board gender Board Independence

Independent 3

Non-Independent 3

Male 4

Female 2

Executive Committee

gender

Male 5

Female 1

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

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 2025.

We were delighted with the strong support

from shareholders at the 2024 AGM, at

which the Directors’ Remuneration Policy

was approved with over 99% of votes cast in

favour. The Committee continues to believe

that that Policy is aligned with our purpose-

led strategy, reflects best practice and that

the remuneration structure aligns Executive

Director interests with the creation of long-

term sustainable value for all our stakeholders.

This report describes the work of the

Remuneration Committee and how it has

applied the Directors’ Remuneration Policy

(‘the Policy’) for the year ended 31 March 2025

and how we intend to implement the Policy

for the year ahead. The report (other than the

Directors’ Remuneration Policy) will be subject

to an advisory vote at our upcoming AGM.

Remuneration in the context of our

business performance and outcomes

for our key stakeholders

FY25 has been a year of significant progress

and delivery for Accsys, following a challenging

FY24. We have successfully delivered full

year results in line with upgraded guidance,

demonstrating strong growth momentum

and improved profitability. There has been

robust product demand with double digit sales

volume growth across all of our Accoya sales

regions. Arnhem has already fully replaced the

sales transferred to the JV, with the demand

coming from Europe and other regions.

The launch of our new FOCUS strategy

provides a clear roadmap for sustainable

long-term growth. The Investor Strategy Day

in January 2025 provided our shareholders

and investors with a detailed overview of our

strategic ambitions and phased approach to

achieving them.

Remuneration Report

Membership

Louis Eperjesi (Chair of the Remuneration Committee)

Dr Trudy Schoolenberg

Edwin Bouwman

Roland Waibel

The Terms of Reference for the Remuneration

Committee are available on the Company’s website |

www.accsysplc.com/investors/corporate-governance

For attendance at Remuneration Committee meetings

see Directors’ attendance record | Page 77

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Over the year we have delivered on a number of strategic

and financial priorities, including successfully commencing

commercial operations at Accoya USA. This new facility in

one of the world’s most attractive wood markets opens

up a huge growth opportunity. The 16% year on year

sales volume growth in North America is testament to the

strong market potential.

Alongside our US expansion, we have continued to drive

operational efficiencies and successfully delivered €4.6m

of cost savings. The business is significantly de-risked

with Accoya USA completed and the decision taken to

discontinue the Hullsite.

Further information on our growth ambitions and

progress against our strategic priorities for growth are

set out in our Strategic Report from page 12.

Board changes

As noted in the FY24 Annual Report, Steven Salo stepped

down from his role as Chief Financial Officer with effect

from 15 May 2024. Details of his remuneration earned in

respect of FY25 are set out in the table on page 89 and

information on his remuneration upon leaving the business

are summarised on page 101 of the FY24AnnualReport.

We were very pleased to welcome Sameet Vohra to

Accsys as our new Chief Financial Officer with effect

from 30 September 2024. With a proven track record as

a CFO of publicly listed companies, he brings a wealth

of experience in accelerating growth and enhancing

business performance. I have summarised below the

remuneration package agreed with Sameet in connection

with his joining the business.

Salary £265,000, with an agreed 3% increase for FY26.

Pension 8% of salary, aligned with other employees in the

business in the UK.

Bonus Up to 125% of salary, pro-rated for FY25 to reflect time

in service.

LTIP 100% of salary, with the FY25 grant pro-rated to

reflect time in service.

Notice 6 months.

As we announced on 5 July 2024 Hans Pauli was appointed

as Interim Chief Financial Officer and an Executive

Director of the Company with effect from 4 July 2024.

His remuneration earned from this date until he stepped

down from the Board on 30 September is included in the

table on page 89.

Executive remuneration outcomes FY25

For the year ended 31 March 2025, the maximum annual

bonus opportunity for Dr Jelena Arsic van Os and Sameet

Vohra was 125% of salary, pro-rated in the case of Sameet

Vohra to reflect his period of service.

Hans Pauli’s maximum annual bonus opportunity in

respect of the period for which he served as Interim Chief

Financial Officer was 125% of salary, pro-rated to reflect

the period of service as Interim Chief Financial Officer.

Information in relation to the performance conditions is

set out on page 90. Reflecting the financial performance

of the Group in the year and delivery against non-financial

objectives, Dr Jelena Arsic van Os and Sameet Vohra

earned a bonus of 69.30% of the maximum, equivalent

to 86.62% of salary for the year (pro-rated to reflect his

period of service in the case of Sameet Vohra). In respect

of the period for which he served on the Board as Interim

Chief Financial Officer, Hans Pauli earned a bonus of

67.92% of maximum.

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. In line with the approach adopted in FY24,

the Committee has again exercised its discretion and

decided that all of the FY25 bonus earned should be paid

in ordinary shares. None of the bonus earned for FY25

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.

No Executive Director held an LTIP award granted in

respect of their service as an Executive Director and

which vests in respect of performance to FY25.

LTIP awards – grant 2024

2024 LTIP awards were granted to Dr Jelena Arsic van Os

and Hans Pauli, and other participants on 18 July 2024.

The LTIP awards are nil priced options over ordinary

shares of €0.05 each in the Company. Awards for FY25

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

Arsic van Os, and 40% of salary to Hans Pauli. Sameet

Vohra was granted a 2024 LTIP award on 27 November

2024 at the level of 100% of salary, pro-rated to reflect

his period of service during the three-year performance

period ending 31 March 2027.

Further details of the performance conditions are set out

on page 91.

Remuneration Report continued

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

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

ending 31 March 2026

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 Policy for the financial

year ending 31 March 2026.

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 FY26 the average salary increase for the wider workforce is 2.5%, effective 1 April 2025. The base

salary increase for Dr Jelena Arsic van Os will be 2.5% in line with the wider workforce. Sameet Vohra will

receive an increase of 3% as agreed upon joining Accsys and within the range of increases awarded to

other employees.

Benefits and pension

•

Benefits consist of private medical insurance and life insurance.

•

The CEO’s housing allowance of £3,500 per month (net of tax) which was to be provided up to July

2025, as described in the FY24 Directors’ Remuneration Report and consistent with our approach for

other employees ceased to apply with effect from 1 October 2024 and we instead pay the costs of

accommodation (and tax due) when the CEO is in the UK.

•

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 2026, 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.

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.

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Remuneration Report continued

Long-term incentive plan

•

For FY26 Dr Jelena Arsic van Os and Sameet Vohra will be granted an award of options at the level

of 125% and 100% of salary respectively.

•

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 FY26 are set out below.

Weighting

(% of award) Threshold Maximum

Vesting (% of maximum) 25% 100%

Adjusted EPS

30% 2.7 cents 3.6 cents

FY28 adjusted EBITDA 30% €34.0m €45.4m

Cumulative free cash flow generation

40% €41.3m €55.1m

1. The number of shares in issue for the purposes of the EPS performance condition will be adjusted for any equity raise

share issuance and CLN interest payments by equity.

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.

Non-Executive Directors

The fees for the Non-Executive Directors (NED) for FY25 and proposed fees for FY26 are set out in the table below.

The Chair and base NED fee, which have not been changed since FY23, have been increased taking into account the

time requirements of the role and appropriate market data.

Metric

Year ending

March 2026

Year ended

March 2025

Chair fee £107,000 £97,000

Base NED fee £47,100 £45,000

Additional fees:

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

Senior Independent Director £8,400 £8,400

Committee chair per Committee £8,000 £8,000

With effect from 17 September 2021, Base NED fees are supplemented by an additional Non-UK Resident Non-Executive

Director 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). Dr Trudy Schoolenberg receives this

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

2025 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

23 June 2025

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Remuneration received by Directors in the year ended 31 March 2025 (audited)

Directors’ remuneration for FY25 for those who served as Directors in that financial year (and the remuneration of

any such Director for FY24) is shown in the following tables. Therefore, in line with the UK reporting regulations,

those Directors who served during FY24 but not during FY25 (Sean Christie, Sue Farr, Stephen Odell, and Alexander

Wessels) are not included in the table for FY24 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

FY25

Total

Remuner-

ation

FY25

Total

Remuner-

ation

EUR

Executive Directors

Dr Jelena Arsic van Os £ 390 63 31 – 484 338 – 338 822 977

Steven Salo £ 34 1 2 – 37 – – – 37 43

Hans Pauli

£ 59 4 – 63 50 – 50 113 134

Sameet Vohra

£ 133 9 11 – 153 115 – 115 268 320

Non-Executive Directors

Dr Trudy Schoolenberg £ 101 – – – 101 – – – 101 120

Louis Eperjesi £ 60 – – – 60 – – – 60 71

Edwin Bouwman £ 49 – – – 49 – – – 49 58

Roland Waibel £ 56 – – – 56 – – – 56 67

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

Dr Trudy Schoolenberg

£ 80 – – – 80 – – – 80 92

Louis Eperjesi £ 48 – – – 48 – – – 48 55

Edwin Bouwman

£ 15 – – – 15 – – – 15 17

Roland Waibel

£ 36 – – – 36 – – – 36 41

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, and accommodation benefits for

the CEO including a £3,500 per month housing allowance (net of tax) up to 1 October 2024. The gross (before tax) values are shown in the table above in line

with the UK reporting regulations.

2. Neither Dr Jelena Arsic van Os nor Steven Salo received an LTIP award which vested in respect of performance to FY24. No Executive Director held an LTIP

award granted in respect of their service as an Executive Director and which vests in respect of performance to FY25.

3. Hans Pauli was appointed to the Board as Interim Chief Financial Officer with effect from 4 July 2024. He stepped down from the Board on 30 September

2024. His remuneration in respect of FY25 included in the table above is his remuneration for the period from 4 July to 30 September 2024, this includes a

monthly responsibility allowance payment of €6,125 as a supplement to salary, which is included in the ‘salary’ column.

4. Sameet Vohra was appointed to the Board with effect from 30 September 2024.

5. 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.

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

7. Steven Salo was appointed to the Board with effect from 1 April 2023. He stepped down from the Board on 15 May 2024.

8. Dr 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.

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.

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Remuneration Report continued

Annual bonus for the year ended 31 March 2025 (audited)

For the year ended 31 March 2025, the maximum annual bonus opportunity for Dr Jelena Arsic van Os and Sameet

Vohra was 125% of salary, pro-rated in the case of Sameet Vohra to reflect his period of service. Hans Pauli’s maximum

annual bonus opportunity in respect of his service as interim Chief Financial Officer was 125% of salary pro-rated to

reflect his period of service as interim Chief Financial Officer. 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. 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:

Total Sales Volumes 30% 11.6% 27% 10.44% 10.44%

Adjusted Group EBITDA 30% 24.9% 27% 22.41% 22.41%

Cash flow generation 30% 21.1% 27% 18.99% 18.99%

ESG 10% 10.0% 9% 9% 9%

Sub-total – Group objectives: 100% 67.55% 90% 60.0% 60.0%

Personal objectives: 10% 8.5% 8.5%

Final bonus outcome (% of maximum) 69.30% 69.30%

Final bonus outcome (% of salary) 86.62% 86.62%

Bonus £ value – paid 100% in shares £114,770 £337,813

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

Overall, the bonus outcome was 69.30% of the maximum (125% of salary) equivalent to 86.62% and 86.62% of salary

for Dr Jelena Arsic van Os and Sameet Vohra respectively. 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. In line with the approach adopted in FY24, the Committee has again exercised its discretion and decided that

all of the FY25 bonus earned should be paid in shares. None of the bonus earned for FY25 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 2027, with the remainder vesting immediately on grant.

Hans Pauli’s FY25 annual bonus in respect of the period for which he served on the Board as Interim Chief Financial

Officer was subject to the same group scorecard set out above with a 85% weighting, and a 15% weighting on personal

objectives. His personal objectives outcome for this period was 85%. Bonus deferral in respect of his bonus earned for

this period will apply in the same way as for Dr Jelena Arsic van Os and Sameet Vohra.

LTIP vesting in respect of performance to the year ended 31 March 2025 (audited)

No Executive Director held an LTIP award granted in respect of their service as an Executive Director and which vests

in respect of performance in FY25.

Scheme interests awarded during the year (audited)

In line with the Policy, 2024 awards were made to Dr Jelena Arsic van Os and Hans Pauli on 27 July 2023 and to

Sameet Vohra on 27 November 2024, as set out below. Sameet Vohra’s award was pro-rated to reflect his period of

service during the three-year performance period.

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% 886,364 £487.5 25% Three years to 31 March 2027

Sameet Vohra 100% 401,516 £221 25% Three years to 31 March 2027

Hans Pauli 40% 143,092 £78.7 25% Three years to 31 March 2027

1. Face value based on share price of £0.55 being the average closing price of a share on AIM on the four days preceding the grant of awards in July 2023, which

was agreed as the price for the grant of the award in November.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

The performance targets for these awards are as follows:

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% €0m 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 one 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 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.

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.

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 FY25 were to Steven Salo as

described on page 101 of the FY24 Directors’ Remuneration Report. There are no other payments for loss of office

or payments to former Directors to be disclosed.

Statement of Directors’ shareholdings and share interests (audited)

Shares beneficially held

as at 31 March 2025 (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 88,250 131,557 1,385,852 28,210

Steven Salo – – 93,091 25,476

Hans Pauli 596,866 148,295 187,677 –

Sameet Vohra – – 401,516 –

Dr Trudy Schoolenberg 88,888 – – –

Louis Eperjesi 21,000 – – –

Edwin Bouwman – – – –

Roland Waibel – – – –

1. Includes shares held by connected persons.

2. This is the Buy-Out Award granted to Jelena Arsic van Os as disclosed in the FY23 and FY24 Directors’ Remuneration Reports.

3. The unvested LTIP awards consist of the 2023 LTIP awards and 2024 LTIP awards. The performance conditions for the 2023 LTIP awards are set out in the

FY24 Annual Report and the performance conditions for the 2024 LTIP awards are summarised earlier in this report. As set out in the FY24 annual report,

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 number of shares above reflects that time based reduction. To

the extent the awards vest, they will remain subject to the two year post-vesting holding period.

In accordance with the Policy, Executive Directors are expected to build up and retain a shareholding of at least

250% of salary in the case of the CEO and 225% of salary in the case of the CFO. At the end of FY25, the CEO and

CFO had holdings for these purposes equal to 9.8% and 0% of salary respectively. As each has been a Director for

only a short period, they will build up their shareholdings over time.

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

this report.

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Remuneration Report continued

Relative importance of spend on pay

During the year ended 31 March 2025, the total pay for all Group employees decreased by 17% to €15,402,000

(2024: €18,508,000). There were no dividends or share buybacks in either year.

FY25 FY24

Difference as a

percentage vs FY24

Remuneration for all employees €15,402,000 €18,508,000 (17)%

Annual percentage change in remuneration of Directors and employees

The following table has been prepared in accordance with the UK reporting regulations. Hans Pauli and Sameet Vohra

are not included in the table below as neither has remuneration as an Executive Director in the relevant period and

prior to FY25 such that a meaningful comparison cannot be made.

% change 2024/2025 % change 2023/2024 % change 2022/23 % change 2021/2022 % change 2020/2021

Salary

/ fees

Bene-

fits

Annual

bonus

Salary

/ fees

Bene-

fits

Annual

bonus

Salary

/ fees

Bene-

fits

Annual

bonus

Salary

/ fees

Bene-

fits

Annual

bonus

Salary

/ fees

Bene-

fits

Annual

bonus

Executive Directors

Dr Jelena Arsic Van Os

– – 228% – – – – – – – – – – – –

Steven Salo

– – N/A – – – – – – – – – – – –

Non-Executive Directors

Dr Trudy

Schoolenberg

27% – – 49% – – 9% – – 12% – – (6%) – –

Louis Eperjesi

25% – – 6% – – – – – – – – – – –

Edwin Bouwman 0% – – – – – – – – – – – – – –

Roland Waibel 5% – – – – – – – – – – – – – –

Average UK

employee 4% (19%) 67% 16% 14% 4% 11% 37% 68% (13%) (14%) (63%) (1%) 10% 14%

1. Dr Jelena Arsic van Os was appointed to the Board on 27 June 2023. Her 2023/24 remuneration has been annualised for comparison purposes.

2. Steven Salo stepped down from the Board with effect from 15 May 2024. His 2024/2025 remuneration has been annualised for comparison purposes.

3. Dr 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 and the increase in 2024/2025 reflects that she

was Chair for the whole of 2025 but only a part of 2024.

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

2024/2025 reflects that he was Senior Independent Director for the majority of 2025.

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.

100

150

200

250

2025

202420232022

2021

2020

2019

2018

201720162015

Accsys TSR IndexFTSE AIM All Share Index

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

The CEO’s total remuneration together with the proportion attributable to bonus or vested incentives is as set out

in the table below:

2016

€’000

2017

€’000

2018

€’000

2019

€’000

2020

(P.Clegg)

€’000

2020

(R.Harris)

€’000

2021

€’000

2022

€’000

2023

€’000

2024

(S. Odell)

€’000

2024

(Dr J. Arsic

van Os)

€’000

2025

€’000

Total remuneration 613 1,632 502 809 477 216 579 519 688 90 503 977

% of Bonus of Total 36% 18% 32% 26% 16% 38% 43% 27% 37% N/A 18% 41%

% of Bonus Cap 33% 48% 28% 36% 17% 33% 41% 21% 36% N/A 21% 69%

% of vested LTIPs

maximum N/A 58% N/A 50% 45% N/A 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 (as Committee Chair), Dr 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. 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 charged on a time and materials basis for the provision of remuneration services to the Committee during the

financial year to 31 March 2025 were £22,500 (plus VAT).

Statement of voting at general meeting

The Directors’ Remuneration Policy and the FY24 Directors’ Remuneration Report were approved by shareholders

as set out below.

Resolution AGM Votes for Votes against

Votes

withheld

Directors’ Remuneration Policy 25 September 2024 89,874,662 (99.84%) 135,484 10,531

FY24 Directors’ Remuneration Report

(excluding the Directors’ Remuneration Policy) 25 September 2024 89,865,107 (99.83%) 142,453 13,117

Directors’ Remuneration Policy

Our Policy was approved by shareholders at our AGM on 25 September 2024, supported by over 99% of the

votes cast. We have set out below a summary of the Policy, with date specific references removed. Our full

Remuneration Policy is set out in the FY24 Annual Report available in the Investors section of the Company’s

website at www.accsysplc.com.

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

Remuneration Report continued

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

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 FY25

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.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Element Purpose and operation Maximum Performance measures

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.

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.

This report was approved by the Board and signed on its behalf by:

Louis Eperjesi

Chair of the Remuneration Committee

23 June 2025

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

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.

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

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Directors’ Report

for the year ended 31 March 2025

Registered number: 05534340

Registered office address: 4th Floor, 3 Moorgate

Place, London, EC2R 6EA

Incorporated in: United Kingdom

Type: Public Limited Company

Accsys Technologies PLC has securities admitted

to trading on the London Stock Exchange AIM

segment and listed and admitted to trading on

Euronext Amsterdam.

The Directors are pleased to present their report

together with the audited consolidated financial

statements for the year ended 31 March 2025.

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 75 to 79

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

Companies 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

Financial instruments Note 31 of the financial

statements

150

Greenhouse gas emissions

(‘GHG’)

Sustainability Report 50

Corporate Governance

Statement 2025

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 statements 102

Directors’ interest in shares Remuneration Report 91

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.

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.

The principle activities of the Group are carried out 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,

Accsys Jersey Limited, Accsys (Accoya USA) Holdings

LLC, Accsys USA Holdings Inc and its joint venture

Accoya USA, LLC (collectively the ‘Group’). The Group

does not have any UK branches in the EU.

Strategic Report

A review of the business is set out in the Chair’s

Statement on page 6 and the CEO’s Review on page 14.

The Strategic Report, which can be found on pages 12

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:

Dr Jelena Arsic van Os

Edwin Bouwman

Louis Eperjesi

Dr Geertrui Schoolenberg (known as Dr Trudy

Schoolenberg)

Sameet Vohra (appointed a Director on

30September2024)

Roland Waibel

Johannes Pauli (appointed Director on 4 July 2024,

ceased being a Director on 30 September 2024)

Steven Salo (ceased being a Director on 15 May 2024)

All current Directors will stand for election or re-

election at the 2025 AGM.

For more information on the Board of Directors,

including their biographies, | see pages 72 to 73

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

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.

Likely future developments

Details of likely future developments can be found in the

section marked ‘Looking ahead’, contained in the Chair’s

Statement on page 8.

Political donations

There were no political donations made during the year or

the previous year.

Subsequent events

There have been no material events since 31 March 2025

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 2025, the

Company’s issued share capital comprised 240,445,567

ordinary shares. There are no restrictive voting rights

attached to these shares.

The Company did not purchase any of its own shares

during FY25. The Company will seek to renew Directors’

authority at its 2025 Annual General Meeting to buy

back shares should the Company believe it to be in the

best interests of the Company and its shareholders.

Further details can be found in the Notice of Annual

GeneralMeeting.

For more information on the Company’s share capital, see note

24 to the financial statements | see page 145

Results and dividends

The consolidated statement of comprehensive income

forthe year is set out on page 113.

The Directors do not recommend the proposal of a final

dividend in respect of the current year, consistent with

the prior year.

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 principal risks to achieving the Group’s objectives are

set out in the Strategic Report.

Directors’ Report continued

for the year ended 31 March 2025

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

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

Executive Committee on H&S matters.

Significant shareholders

Following an analysis of the share register as at

30 April 2025, being the latest practicable date for

such an analysis, the following shareholders were shown

to be holding more than 3% of the issued share capital

in the Company:

Shareholder

Number of

ordinary

Percentage

of ordinary

De Engh B.V. 37,400,000 15.55

Teslin Capital Management 36,073,481 15.00

BGF Investments 19,061,806 7.93

VP Capital NV 15,000,000 6.24

Decico (Masagard) BV 12,549,473 5.22

Rabobank 11,527,771 4.79

London & Amsterdam Trust

Company 10,844,095 4.51

Stichting DeGiro 10,166,765 4.23

Janus Henderson Investors 9,812,655 4.08

Saxo Bank 9,079,159 3.78

ING Bank 8,721,153 3.63

ABN AMRO Bank 8,367,506 3.48

Ineos Acetyls Investments Limited 7,500,000 3.12

There are no restrictions in respect of voting rights.

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.

Approved by the Board and signed by order of the

Board by the Company Secretary.

Prism Cosec Limited

Company Secretary

23 June 2025

STRATEGIC REPORTGOVERNANCE

OVERVIEWFINANCIAL STATEMENTS

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 to 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;

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

100

•

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 23 June 2025 and is signed on its

behalfby:

Jelena Arsic van Os Sameet Vohra

Chief Executive Officer Chief Financial Officer

STRATEGIC REPORTGOVERNANCE

101

OVERVIEWFINANCIAL STATEMENTS

Oakencroft Farm and Winery, USA.

Photography: Ansel Olsen, Sutphin Architecture

FINANCIAL

STATEMENTS

102

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

Financial Statements

104 Independent Auditors’ Report to the members of

Accsys Technologies PLC

113 Consolidated Statement of Comprehensive Income

114 Consolidated Statement of Financial Position

115 Consolidated Statement of Changes in Equity

116 Consolidated Statement of Cash Flow

117 Notes to the Financial Statements

153 Company Statement of Financial Position

154 Company Statement of Changes in Equity

155 Notes to the Company Financial Statements

Shareholder Information

161 Shareholder Information

STRATEGIC REPORTGOVERNANCE OVERVIEW

103

FINANCIAL STATEMENTS

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 2025 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 2025; 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.

Other than those disclosed in note 8, we have provided no non-audit services to the Company or its controlled

undertakings in the period under audit.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

104

Our audit approach

Overview

Audit scope

•

We performed full scope audits over five reporting units, audit work over material financial statement line items

for two reporting units as well as the joint venture entity in North America which cumulatively accounted for 100%

(2024: 100%) of the Group’s revenue.

•

The UK based Group audit team maintained regular contact with our component team in the Netherlands and the

USA throughout the planning and execution of their work.

Key audit matters

•

Impairment of non-current assets (Group).

•

Recoverability of investments in subsidiary undertakings (Company).

Materiality

•

Overall Group materiality: €1,366,000 EUR (2024: €1,350,000 EUR) based on 1% of Total Revenue.

•

Overall Company materiality: €2,895,000 EUR (2024: €1,280,000 EUR) based on 1% of Total Assets (2024: 1% of

Total Assets capped at 95% of Group materiality).

•

Performance materiality: €1,024,500 EUR (2024: €1,012,500 EUR) (Group) and €2,171,250 EUR (2024: €960,000 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.

FINANCIAL STATEMENTS

105

OVERVIEWSTRATEGIC REPORTGOVERNANCE

Independent Auditors’ Report continued

Key audit matter How our audit addressed the key audit matter

Impairment of non-current assets (Group)

At 31 March 2025 the Group carried €4.2m of goodwill (2024:

€4.2m), €1.9m of other intangible assets (2024: €5.8m), and €73.6m

of tangible fixed assets (2024: €93.5m) all of which are material.

Refer to note 14 & 15. 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. The key

assumptions underpinning this assessment include 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 Group, we assessed the methodology for determining

the recoverable amount of the CGUs. We assessed the appropriateness

of the discount rate and assumptions applied. We assessed the

reasonableness of the impairment charge calculated. We satisfied

ourselves that it was appropriate. The headroom in the Accoya

CGU was significant. 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 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. We are

satisfied that the financial statements adequately disclose the potential

risk of future impairment. 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 €29.6m 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.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

106

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.

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 and US joint venture 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’s, 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 teams. 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.

FINANCIAL STATEMENTS

107

OVERVIEWSTRATEGIC REPORTGOVERNANCE

Independent Auditors’ Report continued

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 €1,366,000 EUR (2024: €1,350,000 EUR). €2,895,000 EUR (2024: €1,280,000 EUR).

How we determined it 1% of Total Revenue 1% of Total Assets (2024: 1% of Total Assets 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 €113,480 EUR to €1,297,700 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% (2024:

75%) of overall materiality, amounting to €1,024,500 EUR (2024: €1,012,500 EUR) for the Group financial statements

and €2,171,250EUR (2024: €960,000 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

€68,300 EUR (Group audit) (2024: €67,500 EUR) and €144,750 EUR (Company audit) (2024: €64,000 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 Group CFO.

•

Tested the integrity of the model used for the going concern assessment covering the period through to 30

September 2026, by recalculating certain outputs and checking the mathematical accuracy of the formulas within

the model. We also agreed the forecasts used to the FY26 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.

•

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.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

108

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 2025 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.

FINANCIAL STATEMENTS

109

OVERVIEWSTRATEGIC REPORTGOVERNANCE

Independent Auditors’ Report continued

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.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

110

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.

FINANCIAL STATEMENTS

111

OVERVIEWSTRATEGIC REPORTGOVERNANCE

Independent Auditors’ Report continued

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 2011 and subsequent financial periods. The period of total

uninterrupted engagement is 15 years, covering the years ended 31 March 2011 to 31 March 2025.

Report on other legal and regulatory requirements

We have checked the compliance of the consolidated financial statements of the Company as at 31 March 2025 with the

relevant statutory requirements set out in the ESEF Regulation that are applicable to financial statements. That is, for

the Company:

•

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 Company as at 31 March 2025, identified as

213800HKRFK8PNUNV581-2025-03-31-0-en.zip have been prepared, in all material respects, in compliance with the

requirements laid down in the ESEF Regulation as described in the Directors’ Report.

Jonathan Lambert (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

23 June 2025

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

112

Consolidated Statement of Comprehensive Income

for the year ended 31 March 2025

		2025	2025	2025	2024	2024	2024
		€’000	€’000	€’000	€’000	€’000	€’000
			Exceptional			Exceptional
	Note	Underlying	items*	Total	Underlying	items*	Total
Accoya wood revenue		124,0 47	–	124, 047	1 23 ,13 9	–	1 23 ,139
Tricoya panel revenue		3, 698	–	3, 698	4 ,13 4	–	4,1 34
Licence revenue		375	–	375	7 7	–	7 7
Other revenue		8 ,512	–	8, 512	8 ,820	–	8, 820
Total revenue	3	13 6, 632	–	136 ,6 32	13 6,170	–	13 6,170
Cost of sales		(95 ,205)	–	(95 ,205)	(95 ,287)	–	(95 ,287)
Gross profit		41, 427	–	41 ,427	40,883	–	40,883
Other operating costs	4	(33,7 78)	(12 ,03 0)	(45,808)	(4 1 ,9 2 7)	(8 ,20 0)	(50,1 27)
Operating profit/(loss)	8	7, 6 4 9	(12 ,03 0)	(4 , 3 8 1)	(1,0 44)	(8, 200)	(9, 2 4 4)
Finance income	9	30 4	–	30 4	13 8	–	13 8
Finance expense	10	(5,9 60)	1 ,10 2	(4 , 8 5 8)	(4 , 4 1 8)	53 0	(3,888)
Share of net loss from joint venture	27	(11,87 1)	–	(11, 871)	(4 , 1 0 0)	–	(4 ,1 0 0)
Loss before taxation		(9, 8 7 8)	(10 ,92 8)	(20,806)	(9, 4 2 4)	(7, 6 7 0)	(1 7, 0 9 4)
Tax expense	11	(2, 04 4)	–	(2 ,0 44)	(76 5)	–	(76 5)
Loss from continuing operations		(11, 922)	(1 0,9 28)	(2 2,8 50)	(10,189)	(7, 6 7 0)	(1 7, 8 5 9)
Items that may be reclassified to profit or loss
(Loss)/gain arising on translation of foreign operations		(6 2)	–	(6 2)	2	–	2
Total other comprehensive (loss)/gain		(6 2)	–	(6 2)	2	–	2
Total comprehensive loss for the year		(1 1,9 8 4)	(10 ,9 28)	(22 ,9 1 2)	(10 ,18 7)	(7, 6 7 0)	(1 7, 8 5 7)
Total comprehensive loss for the year
is attributable to:
Owners of Accsys Technologies PLC		(11 ,98 4)	(1 0,9 28)	(2 2 ,91 2)	(10,1 87)	(7, 6 7 0)	(1 7, 8 5 7)
Total comprehensive loss for the year		(1 1,9 8 4)	(10 ,9 28)	(22 ,9 1 2)	(10 ,18 7)	(7, 6 7 0)	(1 7, 8 5 7)
Basic loss per ordinary share	12	€(0. 05)	–	€(0. 10)	€(0.0 4)	–	€(0.0 8)
Diluted loss per ordinary share	12	–	–	–	–	–	–

The notes on pages 117 to 152 form an integral part of these financial statements.

* See note 5 for details of exceptional items.

FINANCIAL STATEMENTS

113

OVERVIEWSTRATEGIC REPORTGOVERNANCE

Consolidated Statement of Financial Position

as at 31 March 2025

Registered Company 05534340

		2025	2024
	Note	€’000	€’000
Non-current assets
Intangible assets	14	6 ,15 8	10 ,04 8
Investment in joint venture	27	3 3,8 54	31 ,6 85
Property, plant and equipment	15	7 3, 593	9 3 ,4 74
Right of use assets	16	3 ,5 61	3 ,736
Financial asset at fair value through profit or loss	17	–	–
		117 ,166	13 8 ,94 3
Current assets
Inventories	20	3 0, 76 3	2 5 , 74 3
Trade and other receivables	21	15,601	1 7, 61 2
Cash and cash equivalents	28	1 7, 4 2 3	27 ,4 27
Corporation tax receivable		–	250
		63 ,787	7 1,032
Current liabilities
Trade and other payables	23	(16, 590)	(18,797)
Obligation under lease liabilities	16	(961)	(6 9 0)
Short term borrowings	28	(5, 625)	–
Corporation tax payable		(7 ,058)	(6 , 7 1 9)
		(30, 234)	(26 , 20 6)
Net current assets		33 ,5 53	4 4,8 26
Non-current liabilities
Obligation under lease liabilities	16	(3,32 2)	(3,6 48)
Other long term borrowings	28	(5 0,075)	(6 0 , 2 0 4)
Financial guarantee	30	–	–
Financial liability at amortised cost	22	–	(1, 102)
		(53 ,397)	(6 4 , 95 4)
Net assets		9 7, 3 2 2	118,815
Equity
Share capital	24	12,022	1 1,9 76
Share premium account		262,938	262, 394
Other reserves	25	114,406	1 14 , 74 3
Accumulated loss		(292,105)	(270 ,421)
Own shares		(8)	(8)
Foreign currency translation reserve		69	1 31
Capital value attributable to owners of Accsys Technologies PLC		9 7, 3 2 2	118,815
Non-controlling interest in subsidiaries	26	–	–
Total equity		9 7, 3 2 2	118,815

The financial statements on pages 113 to 152 were approved by the Board of Directors on 23 June 2025 and signed on

its behalf by:

Sameet Vohra

Chief Financial Officer

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

114

Consolidated Statement of Changes in Equity

for the year ended 31 March 2025

							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 1 April 2023	1 0,96 3	250, 717	1 14 , 74 3	(8)	129	(25 4,042)	122 ,5 02	–	122, 502
Loss for the year	–	–	–	–	–	(1 7, 8 5 9)	(1 7, 8 5 9)	–	(1 7, 8 5 9)
Other comprehensive gain
for the year	–	–	–	–	2	–	2	–	2
Share based payments	–	–	–	–	–	1 ,480	1,4 80	–	1,4 80
Shares issued	1,0 13	–	–	–	–	–	1 ,013	–	1 ,013
Premium on shares issued	–	12, 319	–	–	–	–	12 ,3 19	–	12, 319
Share issue costs	–	(6 4 2)	–	–	–	–	(6 4 2)	–	(6 4 2)
Balance at 31 March 2024	11 ,976	262,394	1 14 , 74 3	(8)	13 1	(270, 421)	118,815	–	118, 815
Loss for the year	–	–	–	–	–	(2 2,8 50)	(2 2, 850)	–	(2 2,8 50)
Other comprehensive loss
forthe year	–	–	–	–	(6 2)	–	(62)	–	(62)
Share based payments	–	–	–	–	–	1 , 747	1 , 747	–	1 , 747
Shares issued	46	–	–	–	–	(4 6)	–	–	–
Premium on shares issued	–	535	–	–	–	(5 35)	–	–	–
Share issue costs	–	9	–	–	–	–	9	–	9
Foreign exchange
hedgemovement	–	–	(3 37)	–	–	–	(337)	–	(3 37)
Balance at 31 March 2025	12 ,022	262,938	114,406	(8)	69	(292,105)	9 7, 3 2 2	–	9 7, 3 2 2

Share capital is the amount subscribed for shares at nominal value (note 24).

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 25 for details concerning Other reserves.

Non-controlling interests relate to the previous investment of various parties into Tricoya Technologies Limited and

Tricoya UK Limited (see note 26).

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 117 to 152 form an integral part of these financial statements.

FINANCIAL STATEMENTS

115

OVERVIEWSTRATEGIC REPORTGOVERNANCE

Consolidated Statement of Cash Flows

for the year ended 31 March 2025

		2025	2024
	Note	€’000	€’000
Loss before taxation		(20,806)	(1 7, 0 9 4)
Adjustments for:
Amortisation of intangible assets	8	1,0 48	828
Depreciation of property, plant and equipment, and right of use assets	8	8 ,17 1	8, 751
Loss from liquidation of Tricoya UK Ltd	5	12 ,03 0	7 ,000
Net finance expense	10	4, 55 4	3 ,750
Equity-settled share-based payment expenses	13	1 , 747	1,4 80
Accsys portion of Licence fee received from joint venture	27	4 50	–
Share of net loss of joint venture	27	11, 87 1	4 ,10 0
Currency translation losses		129	1 08
Cash inflows from operating activities before changes in working capital		19 , 194	8 ,9 23
(Increase)/decrease in trade and other receivables	21	(903)	3 93
(Increase)/decrease in inventories	20	(5,020)	4, 203
Decrease in trade and other payables	23	(1 ,10 8)	(6,403)
Net cash generated from operating activities before tax		12,16 3	7, 1 1 6
Tax (paid)/received	11	(1,4 43)	81
Net cash generated from operating activities		10, 720	7, 1 9 7
Cash flows from investing activities
Proceeds from disposal of property, plant and equipment		14	–
Investment in property, plant and equipment	15	(1,75 5)	(3 ,090)
Cash disposed of from liquidation of Tricoya UK Ltd		(26 8)	–
Investment in intangible assets	14	(13 4)	(385)
Investment in joint venture	27	(14,490)	(4 , 9 26)
Net cash used in investing activities		(16 ,63 3)	(8, 401)
Cash flows from financing activities
Proceeds from loans		–	9,9 0 1
Other finance costs		(96 4)	(36)
Interest paid		(1, 976)	(2 , 7 74)
Interest received		30 4	–
Repayment of lease liabilities	16	(86 4)	(1,0 44)
Repayment of loans/rolled up interest		–	(1 7 ,000)
Proceeds from issue of share capital		–	13, 332
Share issue costs		(4 67)	(6 4 2)
Net cash (used in)/generated from financing activities		(3 ,9 67)	1, 737
Net (decrease)/increase in cash and cash equivalents		(9 ,880)	5 33
Effect of exchange rate changes on cash and cash equivalents		(12 4)	30 1
Opening cash and cash equivalents		27 ,427	26,5 93
Closing cash and cash equivalents		1 7, 4 2 3	27 ,4 27

The notes on pages 117 to 152 form an integral part of these financial statements.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

116

Notes to the Financial Statements

for the year ended 31 March 2025

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.

The Directors’ have also considered the possible quantum and timing of funding required to fund the ramp up of

Accoya USA’s operations. 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 Chemical Company). This funding has been considered in both scenarios.

The Group is also dependent on the Group’s financial resources including its existing cash position, banking and finance

facilities (see note 28 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, or reduce liquidity

below minimum operating level. 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 14% on Accoya sales volume from the Arnhem plant compared to an equivalent prior year period or a

decrease of approximately 24% compared to the equivalent base scenario period was required to reach the minimum

liquidity breach point.

The Directors believe that while some uncertainty always inherently remains in achieving the forecasts, 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.

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 users’ understanding of the financial

statements. These include impairment losses (or the reversal of previously recorded exceptional impairments),

restructuring costs following the disposal of an investment, significant gains following the disposal of an investment

and other one-off events or transactions, such as re-financing of Group borrowings. See note 5 for details of

exceptional items.

FINANCIAL STATEMENTS

117

OVERVIEWSTRATEGIC REPORTGOVERNANCE

Notes to the Financial Statements continued

for the year ended 31 March 2025

1. Accounting Policies continued

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.

After Tricoya UK Ltd was placed into voluntary liquidation on 17 December 2024, the Group lost control over the entity.

The subsidiary was de-consolidated as at this date. The impact as a result of this loss in control has been disclosed in

exceptional costs. See note 5.

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 when

the customer collects the goods. Manufacturing revenue includes the sale of Accoya wood and Tricoya panels.

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.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

118

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 and borrowings 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.

FINANCIAL STATEMENTS

119

OVERVIEWGOVERNANCE STRATEGIC REPORT

Notes to the Financial Statements continued

for the year ended 31 March 2025

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; and

•

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.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

120

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 27.

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. The amortisation charge in the year is within other operating costs in the statement of

comprehensive income.

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.

FINANCIAL STATEMENTS

121

OVERVIEWGOVERNANCE STRATEGIC REPORT

Notes to the Financial Statements continued

for the year ended 31 March 2025

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.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

122

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 30.

FINANCIAL STATEMENTS

123

OVERVIEWGOVERNANCE STRATEGIC REPORT

Notes to the Financial Statements continued

for the year ended 31 March 2025

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 Board of Accsys

Technologies PLC, the chief operating decision makers (CODM). The Board are 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, depreciation and amortisation. 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. Underlying EBIT provides a measure of the operating performance

that is comparable from year to year.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

124

Adjusted EBITDA

Underlying EBITDA plus the Group’s attributable share of the Accoya 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 the Accoya USA joint venture’s underlying EBIT. Adjusted EBIT

provides a measure of the operating performance that is comparable from year to year.

Free cash flow

Net cash from operating activities less investment in property, plant and equipment. See note 28.

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 14 & 15). 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 14 & 15, 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 14 & 15). 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.

Fair value of financial derivative

The Group has convertible loan notes with an embedded conversion option. The Group revalues the financial derivative

based upon assumptions around the likelihood of conversion and the volatility of the share price to determine the fair

value of the derivative. Any movements in the fair value of the derivative are recognised through the profit and loss. See

note 28 for further details.

FINANCIAL STATEMENTS

125

OVERVIEWGOVERNANCE STRATEGIC REPORT

Notes to the Financial Statements continued

for the year ended 31 March 2025

2. 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 17).

Recovery of investment in joint venture

The Group, together with Eastman Chemical Company LLC formed Accoya USA LLC, 60% owned by the Group 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. The Group performs an impairment

assessment on its investment in Accoya USA LLC whenever events or changes in circumstances indicate that the

carrying value may not be recoverable. This requires the Group to make an estimate and assumptions of the expected

cash flows, sales volumes and choose a suitable discount rate in order to calculate the present value of those cash flows.

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 2024:

•

Amendments to IAS 1;

•

Amendments to IFRS 16; and

•

Amendments to IAS 7 and IFRS 7.

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 2025

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.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

126

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 and activities directly attributable to

Accoya (prior year, Accoya, Tricoya, Corporate and R&D). The Group has changed its basis of segmental reporting

following the decision to close the Tricoya Hull plant.

Following the change in way the business is viewed, the prior year comparatives have been restated to reflect

this change.

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
	2025	2025	2025	2024	2024	2024
		Exceptional			Exceptional
	Underlying	items	TOTAL	Underlying	items	TOTAL
	€’000	€’000	€’000	€’000	€’000	€’000
Accoya wood revenue	124,047	–	124,047	123,139	–	123,139
Tricoya panel revenue	3,698	–	3,698	4,134	–	4,134
Licence revenue	375	–	375	77	–	77
Other revenue	8,512	–	8,512	8,820	–	8,820
Total Revenue	136,632	–	136,632	136,170	–	136,170
Cost of sales	(95,205)	–	(95,205)	(95,287)	–	(95,287)
Gross profit	41,427	–	41,427	40,883	–	40,883
Other operating costs	(30,084)	(12,030)	(42,114)	(37,310)	(8,200)	(45,510)
Operating profit/(loss)	11,343	(12,030)	(687)	3,573	(8,200)	(4,627)
Operating profit/(loss)	11,343	(12,030)	(687)	3,573	(8,200)	(4,627)
Depreciation and amortisation	9,219	–	9,219	9,579	–	9,579
Profit on disposal of assets	–	(12)	(12)	–	–	–
Impairment	–	18,320	18,320	–	7,000	7,000
Gain on disposal of investment	–	(10,382)	(10,382)	–	–	–
EBITDA	20,562	(4,104)	16,458	13,152	(1,200)	11,952

Reconciliation of Accoya Adjusted EBIT and EBITDA

	Year ended	Year ended
	31 March	31 March
	2025	2024
	€’000	€’000
Operating profit	11,343	3,573
Share of Accoya USA EBIT	(9,621)	(3,993)
Adjusted EBIT	1,722	(420)

	Year ended	Year ended
	31 March	31 March
	2025	2024
	€’000	€’000
Underlying EBITDA	20,562	13,152
Share of Accoya USA EBITDA	(6,045)	(3,724)
Adjusted EBITDA	14,517	9,428

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.

FINANCIAL STATEMENTS

127

OVERVIEWGOVERNANCE STRATEGIC REPORT

Notes to the Financial Statements continued

for the year ended 31 March 2025

3. Segmental reporting continued

Reconciliation of Accoya Adjusted EBIT and EBITDA continued

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.

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
	2025	2025	2025	2024	2024	2024
		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	(3,694)	–	(3,694)	(4,617)	–	(4,617)
Operating profit/(loss)	(3,694)	–	(3,694)	(4,617)	–	(4,617)
Operating profit/(loss)	(3,694)	–	(3,694)	(4,617)	–	(4,617)
Depreciation and amortisation	–	–	–	–	–	–
EBITDA	(3,694)	–	(3,694)	(4,617)	–	(4,617)

Corporate costs are those costs not directly attributable to Accoya 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.

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
	2025	2025	2025	2024	2024	2024
		Exceptional			Exceptional
	Underlying	items	TOTAL	Underlying	items	TOTAL
	€’000	€’000	€’000	€’000	€’000	€’000
Accoya wood revenue	124,047	–	124,047	123,139	–	123,139
Tricoya panel revenue	3,698	–	3,698	4,134	–	4,134
Licence revenue	375	–	375	77	–	77
Other revenue	8,512	–	8,512	8,820	–	8,820
Total Revenue	136,632	–	136,632	136,170	–	136,170
Cost of sales	(95,205)	–	(95,205)	(95,287)	–	(95,287)
Gross profit	41,427	–	41,427	40,883	–	40,883
Other operating costs	(33,778)	(12,030)	(45,808)	(41,927)	(8,200)	(50,127)
Operating profit/(loss)	7,649	(12,030)	(4,381)	(1,044)	(8,200)	(9,244)
Finance income	304	–	304	138	–	138
Finance expense	(5,960)	1,102	(4,858)	(4,418)	530	(3,888)
Investment in joint venture	(11,871)	–	(11,871)	(4,100)	–	(4,100)
Loss before taxation	(9,878)	(10,928)	(20,806)	(9,424)	(7,670)	(17,094)

See note 5 for details of Exceptional items.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

128

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
	2025	2025	2025	2024	2024	2024
		Exceptional			Exceptional
		items	TOTAL		items	TOTAL
	€’000	€’000	€’000	€’000	€’000	€’000
Operating profit/(loss)	7,649	(12,030)	(4,381)	(1,044)	(8,200)	(9,244)
Depreciation and amortisation	9,219	–	9,219	9,579	–	9,579
Profit on disposal of assets	–	(12)	(12)	–	–	–
Impairment	–	18,320	18,320	–	7,000	7,000
Gain on disposal of investment	–	(10,382)	(10,382)	–	–	–
EBITDA	16,868	(4,104)	12,764	8,535	(1,200)	7,335

Reconciliation of Adjusted EBIT and EBITDA

	Year ended	Year ended
	31 March	31 March
	2025	2024
	€’000	€’000
Operating profit/(loss)	7,649	(1,044)
Share of Accoya USA EBIT	(9,621)	(3,993)
Adjusted EBIT	(1,972)	(5,037)

	Year ended	Year ended
	31 March	31 March
	2025	2024
	€’000	€’000
Underlying EBITDA	16,868	8,535
Share of Accoya USA EBITDA	(6,045)	(3,724)
Adjusted EBITDA	10,823	4,811

Analysis of Revenue by geographical area of customers:

	2025	2024
	€’000	€’000
UK and Ireland	54,103	46,903
Rest of Europe	51,276	47,364
Americas	15,921	28,878
Rest of World	15,332	13,025
	136,632	136,170

Revenue generated from two customers exceeded 10% of Group revenue of 2025. These two customers represented

32% (€17,302,000) and 37% (€20,263,000) of the revenue from the United Kingdom and Ireland, relating to Accoya

revenue. Revenue generated from two customers exceeded 10% of Group revenue of 2024. This included 36%

(€16,717,000) and 33% (€15,461,000) of the revenue from the United Kingdom and Ireland, relating to Accoya revenue.

FINANCIAL STATEMENTS

129

OVERVIEWGOVERNANCE STRATEGIC REPORT

Notes to the Financial Statements continued

for the year ended 31 March 2025

3. Segmental reporting continued

Assets and liabilities on a segmental basis:

	Accoya	Corporate	TOTAL	Accoya	Corporate	TOTAL
	2025	2025	2025	2024	2024	2024
	€’000	€’000	€’000	€’000	€’000	€’000
Non-current assets	115,505	1,661	117,166	137,927	1,016	138,943
Current assets	52,142	11,645	63,787	52,321	18,711	71,032
Current liabilities	(20,455)	(9,779)	(30,234)	(22,105)	(4,101)	(26,206)
Net current assets/(liabilities)	31,687	1,866	33,553	30,216	14,610	44,826
Non-current liabilities	(2,663)	(50,734)	(53,397)	(9,817)	(55,137)	(64,954)
Net assets/(liabilities)	144,529	(47,207)	97,322	158,326	(39,511)	118,815

The Investment accounted for using the equity method (Investment into Accoya USA) is included in the Accoya

segment. See note 27.

Analysis of non-current assets (other than financial assets and deferred tax):

	2025	2024
	€’000	€’000
UK	4,169	23,129
Other countries	108,766	111,583
Un-allocated – Goodwill	4,231	4,231
	117,166	138,943

The segmental assets in the current year were predominantly held in the 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. The increase in Investment accounted for using the equity method (investment into Accoya USA)

incurred in USA. There are no significant intersegment revenues.

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 before it was disposed of:

	2025	2024
	€’000	€’000
Sales and marketing	4,805	6,044
Research and development	1,190	1,490
Other operating costs	4,392	11,731
Administration costs	14,172	13,083
Exceptional items*	4,092	1,200
Other operating costs excluding depreciation, amortisation, impairment and gains on disposals	28,651	33,548
Depreciation and amortisation	9,219	9,579
Impairment loss – exceptional items*	18,320	7,000
Gain on disposal of investment*	(10,382)	–
Total other operating costs	45,808	50,127

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, €134,000 (2024: €385,000) of internal development and 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 or prior year.

*Refer to note 5 for description of exceptional costs.

The impairment loss is in relation to Tricoya assets, refer to note 5 and 15.

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5. Exceptional items

	2025	2024
	€’000	€’000
Impairment of the Tricoya segment assets	(18,320)	(7,000)
Hull closure costs	(4,092)	–
Gain on disposal of investment	10,382	–
Restructuring costs	–	(1,200)
Total exceptional operating costs	(12,030)	(8,200)
Foreign exchange differences on Corporate USO cash held for investment in to USA JV	–	249
Revaluation/recognition of Valuation Recovery Instrument ‘VRI’ liability	1,102	281
Total exceptional financing	1,102	530
Total exceptional items	(10,928)	(7,670)

Exceptional Items

In the year:

•

An impairment loss (non-cash item) of €18.3m has been recognised in the year reflecting the full remaining

impairment of the Tricoya segment assets related to the Hull plant (2024: €7.0m).

•

A restructuring cost of €4.1m has been recognised for the costs related to discontinuing and winding-up the Hull plant.

•

An exceptional gain of €10.4m (non-cash item) has been recognised in the year reflecting the deconsolidation of

Tricoya UK Ltd following the loss of control from the Group. The majority of this gain relates to the removal of the

non-recourse NatWest facility of €7.1m and the lease liability on the land of €1.2m. See note 28 for further details.

•

The financial liability previously raised to account for the Value Recovery Instrument (‘VRI’) of €1.1m has been

released. See note 22 for further details.

In the prior 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

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.

•

€0.3m relates to the revaluation of the Value Recovery Instrument (‘VRI’).

FINANCIAL STATEMENTS

131

OVERVIEWGOVERNANCE STRATEGIC REPORT

Notes to the Financial Statements continued

for the year ended 31 March 2025

6. Employees

	2025	2024
	€’000	€’000
Staff costs (including Directors) consist of:
Wages and salaries	15,402	18,508
Social security costs	2,407	3,044
Other pension costs	1,101	1,357
Share based payments	1,734	1,494
	20,644	24,403

Pension costs relate to defined contribution plan contributions.

The average monthly number of employees, including Executive Directors, during the year was as follows:

	2025	2024
Sales and marketing, administration, research and engineering	120	137
Operating	95	99
	215	236

The 2024 information above has been re-presented to better represent the classification of employees. ‘Operating’ has

been reduced by 15, whilst ‘sales, marketing, administration, research and engineering’ has increased by 15 for 2024.

7. Directors’ remuneration

	2025	2024
	€’000	€’000
Directors’ remuneration consists of:
Directors’ emoluments	1,867	1,450
Company contributions to money purchase pension schemes	57	52
	1,924	1,502

Compensation of key management personnel included the following amounts:

	2025		2025	Share		2024		2024	Share
	Salary, bonus			based		Salary, bonus			based
	and short	2025		payments	2025	and short	2024		payments	2024
	term benefits	Pension		charge	Total	term benefits	Pension		charge	Total
	€’000	€’000		€’000	€’000	€’000	€’000		€’000	€’000
Jelena Arsic van Os	916	37		129	1,082	477	27		171	675
Steven Salo	196	3		22	221	401	25		27	453
Sameet Vohra	309	13		44	366	–	–		–	–
Hans Pauli	130	4		4	138	–	–		–	–
	1,551	57		199	1,807	878	52		198	1,128

The Group made contributions to two (2024: one) Director’s personal pension plan, with Jelena Arsic van Os and

Sameet Vohra receiving cash in lieu of pension.

The figures in the above table are impacted by foreign exchange noting that the remuneration for Jelena Arsic van Os,

Sameet Vohra and Steven Salo are denominated in Pounds Sterling.

The compensation in the above table for Sameet Vohra, Steven Salo and Hans Pauli represents the period in which they

are appointed as a Director and not a full year. In the prior year, Jelena Arsic Van Os represents the period in which she

was appointed as a Director and not a full year.

In the prior year, the compensation of Jelena Arsic Van Os 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 vested on

27 June 2024.

Key management personnel includes the Executive Directors. For further details on all Director’s remunerations, see

the Remuneration Report on page 85.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

132

8. Operating profit/(loss)

		2025	2024
		€’000	€’000
This has been arrived at after charging:
Staff costs (note 6)		20,644	24,403
Depreciation of property, plant and equipment, and right of use assets		8,171	8,751
Impairment		18,320	7,000
Amortisation of intangible assets		1,048	828
Short term lease rentals		91	40
Foreign exchange losses		129	108
Research & development (excluding staff costs)		452	700
Fees payable to the Company’s auditors for the audit of the Group’s annual financial statements		295	193
Fees payable to the Company’s auditors for other services:
•	audit of the Company’s subsidiaries pursuant to legislation	104	212
•	other assurance services	53	–
Fees payable to Component auditors for audit of subsidiaries		201	190
Fees payable to Component auditors for audit of joint ventures		134	–
Total audit and audit related services:		787	595

9. Finance income

	2025	2024
	€’000	€’000
Interest receivable on bank and other deposits	304	138

10. Finance expense

	2025	2024
	€’000	€’000
Interest on loans	4,667	3,536
Interest on lease liabilities	356	292
Other finance expenses	937	590
Total underlying finance expenses	5,960	4,418
Exceptional items
Foreign exchange (gain) on Corporate USD cash held for investment in to USA JV	–	(249)
Revaluation/recognition of Valuation Recovery Instrument ‘VRI’	(1,102)	(281)
Total Finance expense/(income)	4,858	3,888

FINANCIAL STATEMENTS

133

OVERVIEWGOVERNANCE STRATEGIC REPORT

Notes to the Financial Statements continued

for the year ended 31 March 2025

11. Tax expense

	2025	2024
	€’000	€’000
(a) Tax recognised in the statement of comprehensive income comprises:
Current tax charge
UK corporation tax on losses for the year	653	–
Research and development tax expense in respect of prior years	–	121
	653	121
Overseas tax at rate of 15%	8	8
Overseas tax at rate of 25%	1,383	636
Deferred Tax
Utilisation of deferred tax asset	–	–
Total tax charge reported in the statement of comprehensive income	2,044	765

	2025	2024
	€’000	€’000
(b) The standard rate of corporation tax applied to the UK reported profit is 25%. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. The tax charge for the period is higher than the standard rate of corporation tax in the UK (2025: 25%, 2024: 25%) due to:
Loss before tax	(20,806)	(17,094)
Expected tax credit at 25% (2024 – 25%)	(5,201)	(4,273)
Expenses not deductible in determining taxable profit	699	–
ECL impairment (not deductible for tax purposes)	7,295	–
Tricoya segment assets impairment	878	1,750
Income not taxable from gain on investment disposal	(2,595)	–
Tax (income)/losses for which no deferred income tax asset was (utilised)/recognised	(1,197)	3,159
Irrecoverable losses due to deconsolidation	1,035	–
Corporate interest restriction	481	–
Adjustments in relation to prior periods	641	–
Effects of overseas taxation	8	8
Research and development tax charge/(credit) in respect of prior years	–	121
Research and development tax (credit) in respect of current year	–	–
Total tax charge reported in the statement of comprehensive income	2,044	765

		Deferred tax assets		Deferred tax liabilities
€ ‘000	2025	2024	2025	2024
At 1 April	509	621	(509)	(621)
Credited/(charged) to the consolidated income statement	(98)	(112)	98	112
At 31 March	411	509	(411)	(509)

Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these

financial statements. See note 18.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

134

12. Basic and diluted loss per ordinary share

The calculation of loss per ordinary share is based on loss after tax and the weighted average number of ordinary

shares in issue during the year.

	2025	2025	2024	2024
	Underlying	Total	Underlying	Total
Basic earnings per share
Weighted average number of ordinary shares in issue (‘000)	240,086	240,086	227,911	227,911
Loss for the year attributable to owners of Accsys Technologies PLC (€’000)	(11,922)	(22,850)	(10,189)	(17,859)
Basic loss per share	€ (0.05)	€ (0.10)	€ (0.04)	€ (0.08)
Diluted earnings per share
Weighted average number of ordinary shares in issue (‘000)	–	–	–	–
Number of equity options attributable to BGF (see note 29)	–	–*	–	–*
Number of equity options attributable to convertible loan note issued
(see note 28)	–	–	–	–
Weighted average number of ordinary shares in issue and potential ordinary
shares (‘000)	–	–	–	–
Loss for the year attributable to owners of Accsys Technologies PLC (€’000)	–	–	–	–
Diluted loss per share	–	–*	–	–*

* 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 29 and convertible loan notes in note 28, which if exercised,

would decrease Total loss per share. As a result, these are anti-dilutive and therefore shown as nil.

13. 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 Leadership 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	2025	2024	2025	2024
24 June 2016 (LTIP)	93,188	130,099	1.3	2.3
20 June 2017 (LTIP)	72,999	100,651	2.3	3.3
18 June 2018 (LTIP)	45,154	61,407	3.3	4.3
23 June 2021 (LTIP) 1	42,914	415,079	6.3	7.3
12 July 2022 (LTIP)	180,530	263,182	7.3	8.3
28 July 2023 (LTIP)	776,192	1,343,091	8.3	9.3
18 July 2024 (LTIP)	1,265,716	–	9.3	–
27 November 2024 (LTIP)	401,516	–	9.3	–
Total	2,878,209	2,313,509	8.3	8.0

1 180,530 nil cost options are outstanding in the 2022 LTIP award at 31 March 2025 but 61,521 options are estimated to vest on the vesting date in the 2025

calendar year.

FINANCIAL STATEMENTS

135

OVERVIEWGOVERNANCE STRATEGIC REPORT

Notes to the Financial Statements continued

for the year ended 31 March 2025

13. Share based payments continued

Options – total continued

Movements in the weighted average values are as follows:

	Weighted
	average
	exercise
	price	Number
Outstanding at 01 April 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
Granted during the year	€ 0.00	1,963,768
Forfeited during the year	€ 0.00	(1,318,252)
Exercised during the year	€ 0.00	(80,816)
Expired during the year	€ 0.00	–
Outstanding at 31 March 2025	€ 0.00	2,878,209

The exercise price of options outstanding at the end of the year was €nil (for LTIP options) (2024: €nil) and their

weighted average contractual life was 8.3 years (2024: 8.0 years).

Of the total number of options outstanding at the end of the year 254,255 (2024: 292,157) had vested and were

exercisable at the end of the year.

The Group recognised a total share-based payment charge of €1,747,000 in the year (2024: €1,480,000).

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.

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.

93,188 nil cost options remain as at 31 March 2025 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. 72,999

nil cost options remain as at 31 March 2025 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. 45,154

nil cost options remain as at 31 March 2025 after allowing for forfeitures and options exercised in the year.

2021 LTIP Award performance conditions and 2024 outcome

The LTIP in 2021 awarded 918,659 nil cost options and 42,914 vested in the financial year ended 31 March 2024. 42,914

nil cost options remain as at 31 March 2025 after allowing for forfeitures and options exercised in the year.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

136

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 Leadership 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	) 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	20% improvement in
		S&P ESG score over the	S&P ESG score over the
		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.

•

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

31 March 2025) and a further two-year holding period. In addition, awards are also subject to malus/clawback provisions.

The volatility used for the share option grants above derive from historic volatility experienced by the Group during the

period from listing.

FINANCIAL STATEMENTS

137

OVERVIEWGOVERNANCE STRATEGIC REPORT

Notes to the Financial Statements continued

for the year ended 31 March 2025

13. 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 Leadership 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
ESG – improvement in reporting ratings	10%	6% improvement in	9% improvement in
		S&P ESG score over the	S&P ESG score over the
		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 vested on

27 June 2024. The fair value of these options were €1.22 on their Grant date.

		Element B
	Element A	(Underlying EBITDA	Element D
Element	(Cumulative sales revenue)	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

31 March 2027) and a further two-year holding period. In addition, awards are also subject to malus/clawback provisions.

The volatility used for the share option grants above derive from historic volatility experienced by the Group during the

period from listing.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

138

Awards made in July 2024 and November 2024 and LTIP Award performance conditions

During the financial year ended 31 March 2025, a total of 1,963,768 LTIP awards were made primarily to members of the

Senior Leadership 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%
Share performance compared to AIM Index	30%	Median	Top quartile
EBITDA per share in FY27	40%	€0.07	€0.13
Cumulative Cash generation	30%	€0m cash inflow	€10m cash inflow

•

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 exclude exceptional items and Tricoya UK but include the Company’s proportion of Accoya

USA results.

•

Share performance is compared to AIM Index performance excluding Financial services and natural resource stocks.

•

Cumulative cash generation is based on total cash generation excluding Loan and interest payments.

	Element A	Element B	Element D
Element	(Share price growth)	(Adjusted EBITDA per share)	(Cumulative Cash generation)
Grant date	18 Jul 24	18 Jul 24	18 Jul 24
Share price at grant date (€)	0.65	0.65	0.65
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)	Share price	EBITDA	Cash
Risk free rate	2.53%	2.53%	2.53%
Expected volatility	20%	20%	20%
Expected dividend yield	0%	0%	0%
Fair value of option	€ 0.65	€ 0.65	€ 0.65

On 27 November 2024, a total of 401,516 LTIP awards (included in the 1,963,768 LTIP awards above) were made to a new

employee with the same performance targets as illustrated above. The fair value of these awards were €0.58 per option.

All of the above awards, made in July and November 2024 are subject to a three-year performance period and the

awards made to the two Executive Directors include a further two-year holding period. In addition, awards are also

subject to malus/clawback provisions.

The volatility used for the share option grants above derive from historic volatility experienced by the Group during the

period from listing.

FINANCIAL STATEMENTS

139

OVERVIEWGOVERNANCE STRATEGIC REPORT

Notes to the Financial Statements continued

for the year ended 31 March 2025

13. Share based payments continued

Employee Benefit Trust – Share bonus award

428,689 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 2023 to 31 March 2024,

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 2025 (subject to certain other provisions including

regulations, good-leaver, take-over and Remuneration Committee discretion provisions). As at 31 March 2025, the

Employment Benefit Trust was consolidated by the Company and the 428,689 ordinary shares are recorded as Own

Shares within equity.

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 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 one for one 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. In February 2025 various

employees subscribed for a total of 228,328 shares at an acquisition price of €0.59 per share.

14. Intangible assets

	Internal	Intellectual
	development	property
	costs	rights	Goodwill	Total
	€’000	€’000	€’000	€’000
Cost
At 1 April 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
Additions	–	134	–	134
At 31 March 2025	7,749	75,841	4,231	87,821
Accumulated amortisation and impairment
At 1 April 2023	3,279	73,532	–	76,811
Amortisation	399	429	–	828
At 31 March 2024	3,678	73,961	–	77,639
Amortisation	375	673	–	1,048
Impairment loss	2,438	538	–	2,976
At 31 March 2025	6,491	75,172	–	81,663
Net book value
At 31 March 2025	1,258	669	4,231	6,158
At 31 March 2024	4,071	1,746	4,231	10,048
At 31 March 2023	4,420	1,840	4,231	10,491

Refer to note 15 for the recoverability assessment of these intangible assets.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

140

15. Property, plant and equipment

	Leased land
	and	Plant and	Office
	buildings	machinery	equipment	Total
	€’000	€’000	€’000	€’000
Cost or valuation
At 1 April 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
Additions	–	1,325	430	1,755
Disposals	–	(109,254)	(340)	(109,594)
Reclassification	–	–	–	–
At 31 March 2025	17,976	99,002	4,669	121,647
Accumulated depreciation and impairment
At 1 April 2023	1,711	120,892	2,840	125,443
Charge for the year	358	6,847	482	7,687
Foreign currency translation loss	–	–	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
Charge for the year	379	6,203	351	6,933
Depreciation on disposals	–	(109,184)	(340)	(109,524)
Foreign exchange hedge movement	–	337	–	337
Foreign currency translation loss	–	–	3	3
Impairment loss	–	14,246	47	14,293
At 31 March 2025	2,448	42,672	2,934	48,054
Net book value
At 31 March 2025	15,528	56,330	1,735	73,593
At 31 March 2024	15,907	75,861	1,706	93,474
At 31 March 2023	16,265	87,929	1,857	106,051

As a result of Tricoya UK Ltd going into voluntary liquidation, the Directors have determined that an impairment of

€18 million (2024: €7 million) should be recognised in the Tricoya CGU in the year ended 31 March 2025 taking the

overall impairment in the Tricoya CGU to €111 million (2024: €93 million). The remaining recoverable amount of the

Tricoya CGU at 31 March 2025 is €nil (2024: €20 million). See note 5 for further information on the liquidation of

Tricoya UK Ltd.

Impairment review

Following Tricoya UK Ltd entering voluntary liquidation, the carrying value of the property, plant and equipment,

internal development costs, goodwill and intellectual property rights are all within one cash generating units (CGU),

Accoya. The recoverable amount is determined based on a value in use calculation which uses cash flow projections

based on Board approved financial forecasts. Cash flows have been projected for a period of 5 years plus a terminal

value discounted at a pre-tax discount rate of 16.5% per annum (2024: 14.25%) and a growth rate of 2% to determine

their present value (2024: 2% to 2.5%).

The key assumptions used in the value in use calculations are:

•

the manufacturing revenues, operating margins and future licence fees estimated by management;

•

the long term growth rate; and

•

the discount rate.

FINANCIAL STATEMENTS

141

OVERVIEWGOVERNANCE STRATEGIC REPORT

Notes to the Financial Statements continued

for the year ended 31 March 2025

16. 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
	2025	2024
	€’000	€’000
Right-of-use assets
Properties	2,424	2,762
Plant equipment	1,137	974
	3,561	3,736

Additions to the right-of-use assets during the financial year were €2,036,000 (2024: €757,000).

		Present value of minimum
	lease payments
	2025	2024
	€’000	€’000
Amounts payable under lease liabilities:
Within one year	1,126	771
In the second to fifth years inclusive	2,892	2,364
After five years	1,580	3,242
Less: future finance charges	(1,315)	(2,039)
Present value of lease obligations	4,283	4,338

		Minimum lease payments
	2025	2024
	€’000	€’000
Amounts payable under lease liabilities:
Within one year	961	690
In the second to fifth years inclusive	1,799	1,454
After five years	1,523	2,194
Present value of lease obligations	4,283	4,338

(ii) Amounts recognised in the statement of profit and loss

The statement of comprehensive income shows the following amounts relating to leases:

	2025	2024
	€’000	€’000
Depreciation charge of right-of-use assets
Properties	628	428
Plant equipment	610	636
	1,238	1,064
Interest expense (included in finance cost)	356	292
Expense relating to short-term leases (included in cost of goods sold and administrative expenses)	44	22
Expense relating to leases of low-value assets that are not shown above as short-term leases
(included in administrative expenses)	47	18

The total cash outflow for leases in 2025 was €864,000 (2024: €1,044,000).

The Group’s leasing activities and how these are accounted for:

The Group leases various offices, land and, plant equipment. Rental contracts are typically made for fixed periods

of one to ten 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.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

142

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.

17. Financial asset at fair value through profit or loss

	2025	2024
	€’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 2025. As such a reliable fair value cannot be

calculated and the investment is carried at a nil fair value (2024: nil).

A total of 498,522 shares were held at 31 March 2025 (2024: 498,522).

18. Deferred taxation

The Group has a recognised deferred tax asset of €411,000 (2024: €509,000) offsetting a recognised deferred tax

liability of €411,000 (2024: €509,000). See note 11.

The Group also has an unrecognised deferred tax asset of €37,000,000 (2024: €71,000,000) 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 Group has gross tax losses of €148,000,000 (2024:

€286,000,000).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.

19. 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.

FINANCIAL STATEMENTS

143

OVERVIEWGOVERNANCE STRATEGIC REPORT

Notes to the Financial Statements continued

for the year ended 31 March 2025

20. Inventories

	2025	2024
	€’000	€’000
Raw materials and work in progress	18,822	18,214
Finished goods	11,941	7,529
	30,763	25,743

The amount of inventories recognised as an expense during the year was €78,616,000 (2024: €75,018,000).

21. Trade and other receivables

	2025	2024
	€’000	€’000
Trade receivables	12,881	14,044
Other receivables	509	1,616
VAT receivable	1,106	874
Prepayments	1,105	1,078
	15,601	17,612

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 €401,000 of the trade and other receivables denominated in

US Dollars (2024: €1,765,000).

The age of receivables past due but not impaired is as follows:

	2025	2024
	€’000	€’000
Up to 30 days overdue	974	714
Over 30 days and up to 60 days overdue	25	117
Over 60 days and up to 90 days overdue	13	17
Over 90 days overdue	7	–
	1,019	848

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.

22. Financial liability at amortised cost

	2025	2024
	€’000	€’000
Value Recovery Instrument (‘VRI’)	–	1,102

In November 2022, NatWest agreed to restructure its Tricoya UK Ltd debt facility, reducing the principal amount by

€9.4m to total €6m, under a new seven-year term (see note 28). Separate to, and in addition to the amended €6m

loan, under the Value Recovery Instrument (‘VRI’) agreement, NatWest were 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.

Following Tricoya UK Ltd entering voluntary liquidation, the remainder of the VRI has been released in the year. See

note 5 for further information.

23. Trade and other payables

	2025	2024
	€’000	€’000
Trade payables	8,436	11,824
Other taxes and social security payable	614	847
Accruals and deferred income	7,540	6,126
	16,590	18,797

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

144

24. Share capital

	2025	2024
	€’000	€’000
Allotted – Equity share capital
240,445,567 ordinary shares of €0.05 each (2024: 239,518,372 ordinary shares of €0.05 each)	12,022	11,976
	12,022	11,976

All ordinary shares are called up, allotted and fully paid.

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 28) 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.

In the year ended 31 March 2025:

In May 2024, 80,816 ordinary shares were issued following the exercise of nil cost options, granted under the

Company’s 2023 LTIP.

In September 2024, 809,892 ordinary shares were issued to an Employee Benefit Trust at nominal value, as part of the

annual bonus, in connection with the employee remuneration and incentivisation arrangements for the period from

1 April 2023 to 31 March 2024.

In September 2024, 36,487 ordinary shares were issued following the vesting of nil cost options granted under the

Company’s Deferred bonus plan.

25. Other reserves

	Capital		Hedging
	redemption	Merger	effectiveness	Other	Total other
	reserve	reserve	reserve	reserve	reserves
	€000	€000	€000	€000	€000
Balance at 1 April 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
Foreign exchange hedge movement	–	–	(337)	–	(337)
Balance at 31 March 2025	148	106,707	–	7,551	114,406

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). This was a historical reserve when the Hull plant was being constructed. As part of the Tricoya UK Ltd

voluntary liquidation, this reserve has also been disposed of.

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 26).

FINANCIAL STATEMENTS

145

OVERVIEWGOVERNANCE STRATEGIC REPORT

Notes to the Financial Statements continued

for the year ended 31 March 2025

26. 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 2024. Following the voluntary liquidation of Tricoya UK Ltd on 17

December 2024, Tricoya UK Ltd have been de-consolidated in 2025.

27. 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 owns and operates an Accoya plant in Kingsport,

Tennessee, USA to serve the North American market. The plant has a current capacity 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.

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 $15 million revolving line of credit to be utilised to fund plant commissioning costs and 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 30). The interest rate varies between 1.3% to 2.1% over USD LIBOR. Principal repayments

commence in January 2026, and are calculated on a ten-year amortisation period.

The carrying amount of the equity-accounted investment is as follows:

	2025	2024
	€’000	€’000
Opening balance	31,685	30,859
Investment in Accoya USA	14,490	4,926
Less: Accsys proportion (60%) of Licence fee received	(450)	–
Loss for the year	(11,871)	(4,100)
Closing balance	33,854	31,685

The Group has equity accounted for the joint venture in these consolidated financial statements.

Reconciliation of investment in Accoya USA:

	2025	2024
	€’000	€’000
Net assets of Accoya USA (USD)	65,003	60,002
60% of net assets of Accoya USA (Eur)	36,024	33,359
Less: Accsys proportion (60%) of Licence fee received to date	(1,950)	(1,500)
Foreign exchange movements	(220)	(174)
Closing balance	33,854	31,685

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

146

The income statement, balance sheet and cash flows for Accoya USA LLC are set out below:

	2025	2024
Accoya USA statement of comprehensive income:	€’000	€’000
Total revenue	18,089	–
Cost of sales	(17,939)	–
Gross profit	150	–
Operating costs	(16,185)	(6,653)
Operating loss	(16,035)	(6,653)
Interest payable	(3,750)	(179)
Loss before taxation	(19,785)	(6,832)
Tax expense	–	–
Total comprehensive loss for the financial year	(19,785)	(6,832)
Accsys share (60%) of US JV EBITDA	(6,045)	(3,724)
Accsys share (60%) of US JV EBIT	(9,621)	(3,993)
Accsys share (60%) of US JV total loss from operations	(11,871)	(4,100)

Statement of financial position:

	2025	2024
	€’000	€’000
Non-current assets
Property, plant and equipment	126,542	122,662
Right of use assets	6,328	6,919
	132,870	129,581
Current assets
Inventories	9,021	1,201
Trade and other receivables	1,162	114
Cash and cash equivalents	1,675	6,089
	11,858	7,404
Current liabilities
Trade and other payables	(2,879)	(10,508)
Obligation under lease liabilities	(6,560)	(491)
	(9,439)	(10,999)
Net current assets/(liabilities)	2,419	(3,595)
Non-current liabilities
Obligation under lease liabilities	–	(6,635)
Other long term borrowing	(75,249)	(63,701)
	(75,249)	(70,336)
Net assets	60,040	55,650
Value attributable to Accsys Technologies	36,024	33,390

	2025	2024
	€’000	€’000
Cash flows from operating activities	(26,441)	(4,679)
Cash flows from investing activities	(7,978)	(56,553)
Cash flows from financing activities	30,004	58,620
Net decrease in cash and cash equivalents	(4,415)	(2,612)

FINANCIAL STATEMENTS

147

OVERVIEWGOVERNANCE STRATEGIC REPORT

Notes to the Financial Statements continued

for the year ended 31 March 2025

28. Commitments under loan agreements

							2025	2024
							€’000	€’000
Loan obligations
Within one year							5,625	–
In the second to fifth years inclusive							50,075	32,446
In greater than five years							–	27,758
Present value of loan obligations							55,700	60,204
Amounts payable under loan agreements – undiscounted cash flows:
Within one year							7,285	1,646
In the second to fifth years inclusive							64,505	34,294
After five years							–	43,917
Less future finance charges							(16,090)	(19,653)
Present value of loan obligations							55,700	60,204
Loan reconciliation		2025				2024
		Convertible				Convertible
		loan note				loan note
		with				with
	ABN debt	embedded	NatWest		ABN debt	embedded	NatWest
	facilities	derivative	facility	Total	facilities	derivative	facility	Total
	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000
Loan balance	32,479	22,608	–	55,087 32,446 21,084 6,674 60,204

Fair value of embedded derivative – 613 – 613 – – – –

Loan balance as at 31 March 32,479 23,221 – 55,700 32,446 21,084 6,674 60,204

ABN Debt Facilities

In March 2025, Accsys and ABN Amro agreed to amend and extend the Company’s main borrowing facilities by 18

months to a maturity date of 30 September 2027. The facilities agreement with ABN Amro comprise a:

•

€33m remaining Term Loan Facility.

•

€22.5m Revolving Credit Facility (‘RCF’).

•

The Term Loan has capital repayments commencing on 1 April 2025 of €1.125m and then, quarterly payments of

€1.125m thereafter.

•

Term Loan interest varies between 4.34% and 5.34%.

•

RCF interest rate varies between 3.0% and 4% above EURIBOR.

Approximately €20m (2024: €20m) of the RCF has been utilised to provide a letter of credit to FHB in support of the

Accoya USA JV funding arrangements, and the remaining €2.5m (2024: €5m) was undrawn at 31 March 2025.

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 is based upon the results and assets which are 100% owned

by the Company and minimum liquidity covenants.

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 six 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, giving rise to an embedded derivative in the current year.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

148

A Monte-Carlo valuation method has been used to calculate the fair value of the embedded derivative. The following

assumptions were used when calculating the fair value of the embedded derivative:

Metric	Value used 2025	Input level
Share price	€0.52	Level 1
Volatility rate	30.25%	Level 2
Interest rate	9.5% per annum	Level 2
Risk free rate	2.4% per annum	Level 2
Discount rate	16.5%	Level 3

Level 1 inputs:

Share price – the share price on each reporting date has been taken and used in the valuation model.

Level 2 inputs:

Volatility rate – the rate of volatility is based upon the historical movement in the share price.

Interest rate – the convertible loan notes have a 9.5% interest rate attached to them and this rate

has been applied in the valuation.

Risk free rate – the Euribor forward rate at the valuation date has been applied within the model.

Level 3 inputs:

Discount rate – the group uses its WACC of 16.5% as the discount rate.

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 $15 million revolving line of credit to be utilised to fund plant commissioning costs and 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 27 and 30). The interest rate varies between 1.3% to 2.1% over USD LIBOR. Principal repayments commence

in January 2026, 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 27).

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:

	2025	2024
	€’000	€’000
Cash and cash equivalents	17,423	27,427
Less:
Amounts payable under loan agreements	(55,700)	(60,204)
Amounts payable under lease liabilities (note 16)	(4,283)	(4,338)
Net debt	(42,560)	(37,115)

Reconciliation of free cash flow:

	2025	2024
	€’000	€’000
Net cash from operating activities	10,720	7,197
Investment in property, plant and equipment and intangible assets	(1,889)	(3,475)
Free cash flow	8,831	3,722

FINANCIAL STATEMENTS

149

OVERVIEWGOVERNANCE STRATEGIC REPORT

Notes to the Financial Statements continued

for the year ended 31 March 2025

28. Commitments under loan agreements continued

Liabilities from financing activities

Other assets

Cash

€’000

Total

€’000

Borrowings

€’000

Leases

€’000

Sub-total

€’000

Net debt as at 1 April 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)

Cash flows 1,728 864 2,592 (9,880) (7,288)

New leases – (1,532) (1,532) – (1,532)

Foreign exchange adjustments – (139) (139) (124) (263)

Disposal of loans 7,055 – 7,055 – 7,055

Disposal of leases – 1,218 1,218 – 1,218

Other changes (4,279) (356) (4,635) – (4,635)

Net debt as at 31 March 2025 (55,700) (4,283) (59,983) 17,423 (42,560)

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 has accrued interest.

29. 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 2025 a total 8,449,172 (2024: 8,449,172) options exist attributable to BGF. This represents 3.5% (2024:

3.5%) of the issued share capital of the Company as at 31 March 2025.

See note 28 for details on the convertible loan notes issued during the November 2023 capital raise.

30. Financial guarantee

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

$15 million revolving line of credit to be utilised to fund plant commissioning costs and working capital (see note 27 and

28). 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 27).

To support Accsys’ limited guarantee, Accsys provided a $20 million Letter of Credit, issued by ABN Amro, to FHB

(see note 28).

The $30 million limited guarantee provided to FHB is accounted for under IFRS 9 ‘Financial instruments’ and held at a

fair value of € nil (2024: € nil), representing a present value calculation of €8.6 million (2024: €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 the requirements in place under the joint venture operating

agreement for the joint venture shareholders to fund Accoya USA.

31. Financial instruments

Financial instruments

Lease liabilities

Lease creditors of €4,283,000 as at 31 March 2025 (2024: €4,338,000) relates to various offices, land, plant and

equipment that the Group leases (see note 16).

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

150

Capital risk management

The Group manages its capital base to ensure that entities in the Group will be able to continue as a going concern and

to maintain investor, creditor and market confidence in sustaining the future development of the Group.

The capital structure of the Group consists of equity attributable to owners of the parent Company, comprising share

capital, reserves and accumulated losses, together with undrawn committed debt facilities.

The Board reviews the capital structure on a regular basis. The Group’s strategy is to de-leverage the balance sheet. As

at 31 March 2025, the leverage ratio (net debt/underlying EBITDA) was 2.5x (2024: 4.4x).

The Group’s primary debt facilities with ABN Amro include covenants on leverage and interest cover. The Group has

fully complied with these covenants during the year, and there are no indications that the Group would have difficulty

complying with the covenants when they will be next tested on 30 June 2025.

No final dividend is proposed in 2025 (2024: €nil). The Board deems it prudent for the Group to maintain a

strong statement of financial position during phase one and two of the Group’s FOCUS strategy.

Financial Instruments by category

	Fair value	At amortised	At fair value though	At fair value
2025/€ ‘000	hierarchy	cost	profit or loss	through OCI	Total
Financial assets
Trade and other receivables		13,390	–	–	13,390
Cash and cash equivalents		17,423	–	–	17,423
Total		30,813	–	–	30,813

	Fair value	At amortised	At fair value though	At fair value
2024/€ ‘000	hierarchy	cost	profit or loss	through OCI	Total
Financial assets
Trade and other receivables		15,660	–	–	15,660
Cash and cash equivalents		27,427	–	–	27,427
Total		43,087	–	–	43,087

	Fair value	At amortised	At fair value though	At fair value
2025/€ ‘000	hierarchy	cost	profit or loss	through OCI	Total
Financial liabilities
Borrowings – loans		(55,700)	–	–	(55,700)
Lease liabilities		(4,283)	–	–	(4,283)
Trade and other payables		(8,436)	–	–	(8,436)
Total		(68,419)	–	–	(68,419)

	Fair value	At amortised	At fair value though	At fair value
2024/€ ‘000	hierarchy	cost	profit 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)

All assets and liabilities mature within one year except for the lease liabilities, for which details are given in note 16 and

loans, for which details are given in note 28.

Trade payables are payable on various terms, typically not longer than 30 to 60 days.

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.

FINA NCIAL STATEMENTS

151

OVERVIEWGOVERNANCE STRATEGIC REPORT

Notes to the Financial Statements continued

for the year ended 31 March 2025

31. Financial instruments continued

Financial instruments continued

Foreign currency risk management

The Group’s functional currency is the Euro with the majority of operating costs and balances denominated in Euros. 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 2025, the effect on the P&L from the revaluation of:

•

Trade Receivables – P&L impact would not be material (2024: not material). The details of the Trade receivables

per Currency is disclosed in note 21 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 €104,000 (2024: €144,000).

Interest rate risk management

Up to the disposal of Tricoya UK Ltd, some of the Group’s borrowings had variable interest rates based on a relevant

benchmark (ie. 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. Following the disposal of Tricoya UK Ltd, interest rates on loans are fixed and therefore no variance

interest rate risk is encountered within the Group.

In the prior year, if the interest rate change by 5% on loans which had a variance interest element, the P&L impact

would have been 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 21). 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 21.

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 16 and 28.

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.

32. Capital Commitments

	2025	2024
	€’000	€’000
Contracted but not provided for in respect of property, plant and equipment	–	–

33. Related party transactions

There have been no related party transactions in the year.

34. Subsequent events

There have been no other material events since 31 March 2025.

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

152

Company Statement of Financial Position

as at 31 March 2025

Registered Company 05534340
		2025	2024
	Note	€’000	€’000
Non-current assets
Investments in subsidiaries	4	29,643	27,283
Financial asset at fair value through profit or loss	5	–	–
		29,643	27,283
Current assets
Debtors	6	285,928	291,756
Cash at bank and in hand		272	21
		286,200	291,777
Creditors: amounts falling due within one year	7	(18,264)	(12,916)
Net current assets		267,936	278,861
Creditors: amounts falling due after more than one year	8/10	(50,688)	(53,529)
Net assets		246,891	252,615
Capital and reserves
Called up Share capital	11	12,022	11,976
Share premium account		262,938	262,394
Reserve for own shares		(8)	(8)
Capital redemption reserve		148	148
Profit and loss account		(28,209)	(21,895)
Total shareholders’ funds		246,891	252,615

The notes on pages 155 to 160 form an integral part of the parent Company financial statements.

The financial statements were approved by the Board and authorised for issue on 23 June 2025 and signed on its

behalfby:

Sameet Vohra

Chief Financial Officer

FINANCIAL STATEMENTS

153

OVERVIEWSTRATEGIC REPORTGOVERNANCE

Company Statement of Changes in Equity

for the year ended 31 March 2025

		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 1 April 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
Loss for the financial year	–	–	–	–	(7,480)	(7,480)
Share based payments	–	–	–	–	1,747	1,747
Shares issued	46	–	–	–	(46)	–
Premium on shares issued	–	535	–	–	(535)	–
Share issue costs	–	9	–	–	–	9
Balance at 31 March 2025	12,022	262,938	148	(8)	(28,209)	246,891

The profit and loss account includes €8,010,000 of non-distributable reserves arising from the liquidation of Accsys

Chemicals Limited in the year ended 31 March 2007.

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154

Notes to the Company Financial Statements

for the year ended 31 March 2025

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 2025. 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 €7,480,000 (2024: €5,712,000).

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.

FINANCIAL STATEMENTS

155

OVERVIEWSTRATEGIC REPORTGOVERNANCE

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 and 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.

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.

2. Profit and loss account

A loss for the financial year of €7,480,000 (2024: €5,712,000) is included with in the Company financial statements.

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 €295,000 (2024: €193,000). Fees payable to the Company’s auditors for the

audit of the Company’s subsidiaries was €104,000 (2024: €212,000), fees payable for assurance services was €54,000

(2024: €nil), fees payable to component auditors for audit of subsidiaries was €201,000 (2024: 190,000) and fees

payable to component auditors for audit of joint venture was €134,000 (2024: €nil).

The information disclosed in the Group’s consolidated financial statements under IFRS 2 ‘Share-based payment’ is within

note 13, providing further information regarding the Company’s equity-settled share based payment arrangements.

Notes to the Company Financial Statements continued

for the year ended 31 March 2025

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

156

3. Employees

The Company had no employees other than Executive Directors (2025: 2 and 2024: 2) during the current or prior year.

Non-Executive Directors received emoluments in respect of their services to the Company of €341,000 (2024:

€403,000). 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 five years plus a terminal value discounted at a

pre-tax discount rate of 16.5% per annum (2024: 14.25%) and a growth rate of 2% (2024: 2% growth rate) 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.

The following were the principal subsidiary undertakings at the end of the year and have all been included in the

financial statements:

	€’000
Cost
At 1 April 2023	30,483
Additions	–
Share based payments	1,480
At 31 March 2024	31,963
Additions	–
Share based payments	1,747
Fair value of embedded derivative	613
At 31 March 2025	34,323
Impairment
At 1 April 2023 and 31 March 2024 and 31 March 2025	4,680
Net book value
At 31 March 2025	29,643
At 31 March 2024	27,283
At 31 March 2023	25,803

		2025	2024
		% 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) – in liquidation	Ordinary	100	100
Accoya Color UK Limited (UK)	Ordinary	100	100
Accsys Jersey Limited (Jersey)	Ordinary	100	100
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.

FINANCIAL STATEMENTS

157

OVERVIEWSTRATEGIC REPORTGOVERNANCE

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 company went into voluntary liquidation on 17 December 2024. The Company has therefore
	lost control of the entity but still holds 100% of the shares until the liquidation is complete.
Accoya Color UK Limited (UK) **	The manufacture of coloured 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

5. Financial asset at fair value through profit or loss

	2025	2024
	€’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 2025. As such a reliable fair value cannot be

calculated and the investment is carried at a €nil fair value (2024: €nil).

A total of 498,522 shares were held at 31 March 2025 (2024: 498,522 shares).

6. Debtors

	2025	2024
	€’000	€’000
Amounts owed by Group undertakings	285,793	291,691
Prepayments and accrued income	68	65
VAT recoverable	67	–
	285,928	291,756

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 years plus a terminal value discounted at a pre-tax

discount rate of 16.5% (2024: 14.25%) and a 2% growth rate (2024: 2% growth rate) to determine their present value.

Refer to note 15 of the Group financial statements for the key assumptions and sensitivity analysis for this calculation.

Notes to the Company Financial Statements continued

for the year ended 31 March 2025

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

158

7. Creditors: amounts falling due within one year

	2025	2024
	€’000	€’000
Trade creditors	435	707
Amounts owed to Group undertakings	11,567	11,677
Obligation under lease liabilities	7	6
Short term borrowings	5,625	–
VAT	–	62
Accruals and deferred income	630	464
	18,264	12,916

The amounts owed to Group undertakings are payable upon demand and are unsecured.

8. Creditors: amounts falling due after one year

	2025	2024
	€’000	€’000
Amounts owed to Group undertakings	23,834	21,084

The amounts owed to Group undertakings yield a 9.5% interest per annum and are repayable in November 2029. In the

prior year, the loan was classified within commitments payables under loan agreements. The prior year comparative has

been restated to better represent the liabilities of the Company.

9. Commitments under lease liabilities

		Minimum lease payments
	2025	2024
	€’000	€’000
Amounts payable under lease liabilities:
Within one year	7	6
Less: future finance charges	–	–
Present value of lease obligations	7	6

10. Commitments under loan agreements

	2025	2024
	€’000	€’000
Loan obligations
Within one year	5,625	–
In the second to fifth years inclusive	26,854	32,445
In greater than five years	–	–
Present value of loan obligations	32,479	32,445
	2025	2024
	€’000	€’000
Amounts payable under loan agreements:
Within one year	7,285	–
In the second to fifth years inclusive	28,996	35,940
After five years	–	–
Less future finance charges	(3,802)	(3,495)
Present value of loan obligations	32,479	32,445

The prior year comparative has been restated to better represent the liabilities of the Company. See note 8 for further

details.

11. Called up Share capital

	2025	2024
	€’000	€’000
Allotted – Equity share capital
240,445,567 ordinary shares of €0.05 each (2024: 239,518,372 ordinary shares of €0.05 each)	12,022	11,976
	12,022	11,976

FINANCIAL STATEMENTS

159

OVERVIEWSTRATEGIC REPORTGOVERNANCE

11. Called up Share capital continued

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 28 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.

In the year ended 31 March 2025:

In May 2024, 80,816 ordinary shares were issued following the exercise of nil cost options, granted under the

Company’s 2023 LTIP.

In September 2024, 809,892 ordinary shares were issued to an Employee Benefit Trust at nominal value, as part of the

annual bonus, in connection with the employee remuneration and incentivisation arrangements for the period from

1April 2023 to 31 March 2024.

In September 2024, 36,487 ordinary shares were issued following the vesting of nil cost options granted under the

Company’s Deferred bonus plan.

12. Reconciliation of movements in total shareholders’ funds

	2025	2024
	€’000	€’000
Loss for the financial year	(7,480)	(5,712)
Share based payments charged to subsidiaries	1,747	1,480
Proceeds from issue of shares	–	13,332
Share issue costs	9	(642)
Net (decrease)/increase in shareholders’ funds	(5,724)	8,458
Opening total shareholders’ funds	252,615	244,157
Closing total shareholders’ funds	246,891	252,615

13. Deferred taxation

The Company has an unrecognised deferred tax asset of €8,100,000 (2024: €7,000,000) 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 Company has gross tax losses of €32,000,000 (2024: 28,000,000). 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 $70 million loan from First Horizon Bank

(‘FHB’) 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 27 and 28 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. See note 31 in the Group financial statements for

further details.

15. Guarantee provided on convertible loan notes issued by Accsys Jersey Limited

In the November 2023 fundraise, the Group issued €21 million of new convertible loans through the Company’s

subsidiary Accsys Jersey Limited (see note 28 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.

Notes to the Company Financial Statements continued

for the year ended 31 March 2025

| Accsys Technologies PLC | Annual Report and Financial Statements 2025

160

Shareholder Information

Accsys Technologies PLC is a public limited company incorporated and domiciled in the

UnitedKingdom

Directors Dr Jelena Arsic Van Os

Sameet Vohra

Edwin Bouwman

Louis Eperjesi

Dr Trudy Schoolenberg

Roland Waibel

Chief Executive Officer

Chief Financial Officer

Non-Executive Director

Company Secretary Prism Cosec Limited

Company Number 05534340

Registered Office 4th Floor

3 Moorgate Place

London

EC2R 6EA

Bankers Barclays Bank

One Churchill Place

London

E14 5HP

ABN Amro Bank

Velperweg 37

6824 BM Arnhem

The Netherlands

Registrars MUFG Corporate Markets

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

Joint Broker and Nomad Panmure Liberum

Level 12

Ropemaker Place

25 Ropemaker Street

London, EC2Y 9LY

Corporate Access,

The Netherlands

ABN Amro Bank N.V.

Gustav Mahlerlaan 10

1082 PP Amsterdam

Netherlands

161

OVERVIEWSTRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS

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

Printed by a Carbon Neutral Operation (certified: CarbonQuota) under the PAS2060 standard.

This product is made using recycled materials limiting the impact on our precious forest resources, helping reduce the need to

harvest more trees.

This publication was printed by an FSC™ certified printer that holds an ISO 14001 certification.

100% of the inks used are HP Indigo ElectroInk which complies with RoHS legislation and meets the chemical requirements of the

Nordic Ecolabel (Nordic Swan) for printing companies, 95% of press chemicals are recycled for further use and, on average 99% of

any waste associated with this production will be recycled and the remaining 1% used to generate energy.

The paper is Carbon Balanced with World Land Trust, an international conservation charity, who offset carbon emissions through

the purchase and preservation of high conservation value land. Through protecting standing forests under threat of clearance,

carbon is locked-in that would otherwise be released.

CBP031681

Accsys Technologies PLC Annual Report and Financial Statements 2025