Picture of Accsys Technologies logo

AXS Accsys Technologies News Story

0.000.00%
nl flag iconLast trade - 00:00
Basic MaterialsAdventurousSmall CapMomentum Trap

REG - Accsys Technologies - Preliminary results for the year end 31 March 2025

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250624:nRSX0653Oa&default-theme=true

RNS Number : 0653O  Accsys Technologies PLC  24 June 2025

AIM: AXS

Euronext Amsterdam: AXS

 

24 June 2025

 

Accsys Technologies PLC

("Accsys", the "Group" or the "Company")

 

 

Preliminary results for the year ended 31 March 2025

 

Significant profitability and strategic progression; good momentum heading
into FY26

 

                                      Year to 31 March 2025  Year to 31 March 2024  % Change

 Revenue
 Group                                €136.6m                €136.2m                +0.3%
 Aggregated: Group + 60% JV(1)        €147.4m                €136.2m                +8.2%

 Gross profit                         €41.4m                 €40.9m                 +1.2%
 Gross margin                         30.3%                  30.0%                  +30bps
 Adjusted EBITDA(2)                   €10.8m                 €4.8m                  +125%
 Net debt                             (€42.6)m               (€37.1)m               +€5.5m

 Sales Volumes m³
 Group                                57,104m(3)             56,568m(3)             +0.9%
 JV                                   6,760m(3)              -                      -
 Total(3)                             63,864m(3)             56,568m(3)             +12.9%

 

 

Notes

(1) Accsys has a 60% shareholding in Accoya USA, a joint venture (JV) with
Eastman Chemical Company which commenced operations in September 2024. Whilst
the JV is equity accounted for financial reporting purposes, the aggregated
revenue figure includes Group revenue plus 60% of the JV revenue

(2) Adjusted EBITDA is defined as operating profit/(loss) before exceptional
items and other adjustments, depreciation and amortisation, and includes the
Group's 60% share of the JV's EBITDA.

³ Total Accoya sales volumes are Global Accoya sales volumes (Group + 100% of
US JV)

 

 

Dr Jelena Arsic van Os, CEO Accsys Technologies PLC said:

 

"Accsys has delivered a year of strong execution and strategic progress; the
business is now at an important inflection point. We achieved a significant
step-change in profitability, successfully completed the launch of Accoya USA,
and positioned the business for disciplined, high-return growth.

 

Today, Accsys stands as a compelling investment proposition: a business with a
de-risked geographic and CapEx profile, proprietary and sustainable premium
wood products, and fully operational manufacturing footprints in both Europe
and the USA. With Phase I of our FOCUS Strategy already yielding results, we
are optimising asset returns and driving profitable volume growth. Our roadmap
is clear, we are focused on our priorities, and we have the experienced
leadership team to deliver sustained value creation in the years ahead."

 

 

 

 

 

 

 

Financial overview

 

·      Delivered FY25 results significantly ahead of prior year with
adjusted EBITDA up 125% year-on-year to €10.8m

 

·      13% increase in total Accoya sales volumes against a backdrop of
challenging macroeconomic conditions, demonstrating strong product demand with
double digit growth across all regions

o  Encouraging growth in North America with a 16% year-on-year increase in
total sales volumes

 

·      Group revenues of €136.6m, in line with previous year, driven
by strong growth in Europe that fully replaced the sales volumes transferred
to Accoya USA JV

o      8% increase in aggregated revenues at €147.4m driven principally
by increased global sales volumes from the Group and the JV

 

·      Improvement in gross margin to 30.3%, resulting from favourable
sales mix, operational efficiencies and continued disciplined pricing

 

·      Group Underlying EBITDA increased by €8.3m to €16.8m

 

·      Delivered operational cost savings of €4.6m, arising from the
business transformation programme and the Solid Roots operational efficiency
initiative in Arnhem

 

·      Net debt of €42.6m as at 31 March 2025 represents an increase
of €5.5m compared to 31 March 2024, driven by planned investment in the JV,
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. Leverage ratio*, improved from 4.4x to 2.5x, highlighting good
progression in deleveraging the business

 

·      Funding in place to support future growth prospects:

o      In March 2025 the Group signed an 18-month extension to its
primary debt facilities with ABN Amro extending the maturity to 30 September
2027

 

* calculated as net debt divided by underlying EBITDA

 

Strategic highlights

 

·      Investor Strategy Day in January 2025 - implementing our FOCUS
strategy:

o  Phase 1 - 'Transform and Improve' (FY24-FY27): Focus on driving
sustainable, profitable growth from existing assets, improving and maintaining
cost efficiencies, and reducing debt;

o  Phase 2 - 'Optimise' (FY28-30): Implementing operational efficiencies to
achieve full capacity utilisation, and continued debt reduction driven by
strong cash flow generation;

o  Phase 3 - 'Grow' (FY30+): Pursue further growth opportunities supported by
a strong balance sheet.

 

·      Successful delivery and operational start-up of Accoya USA JV

 

·      The Group is significantly simplified and de-risked with the
completion of major CapEx projects and the closure of the Hull site and
voluntary liquidation of Tricoya UK

 

·      Appointment of Sameet Vohra as CFO to drive financial discipline
and strengthen Accsys' strategic financial leadership as the Group focuses on
delivering sustainable, profitable growth

 

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 Group'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 disciplined
execution.

 

·      Having successfully expanded our geographic footprint, the
Group's focus is on accelerating sales and capacity utilisation, further
driving profitability improvements.

 

Ends

 

There will be a presentation relating to these results at 9.00am UK time on 24
June 2025. The presentation will take the form of a webcast and conference
call, details of which are below:

 
Webcast link (for audio and visual presentation):
Click on the link below or copy and paste ALL of the following text into your
browser:
https://edge.media-server.com/mmc/p/hr85ed6z
(https://edge.media-server.com/mmc/p/hr85ed6z)

 

Phone participants: for those participants who would like to ask a question
live over the phone lines, please register on the following link. You will
then be sent a confirmation email with a link to dial-in numbers.
https://register-conf.media-server.com/register/BIcba44a1980b14572a167a14db5f85862
(https://register-conf.media-server.com/register/BIcba44a1980b14572a167a14db5f85862)

 

Enquiries:

 Accsys Investor Relations                                                  ir@accsysplc.com
 Panmure Liberum (London) - Nomad and Broker                                +44 (0) 20 3100 2000

 Nicholas How (NOMAD), Will King
 ABN Amro (Amsterdam) - Broker                                              +31 (0) 20 344 2000

 Richard van Etten, Dennis van Helmond
 Media:
 Camarco (UK) - Ginny Pulbrook, Tom Huddart, Tilly Butcher                  accsys@camarco.co.uk (mailto:accsys@camarco.co.uk)

                                                                            +44 (0)20 3757 4980
 Huijskens Sassen Communications (NL) - Clemens Sassen, Tessa Nelissen      +31 (0) 20 68 55 955

CEO Review

 

Accsys is at an inflection point with a clearly defined strategy to continue
driving profitable growth in earnings and returns.

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 an encouraging 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.

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 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 JV 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

The Company has signed an 18-month extension to its primary debt facilities
with ABN Amro extending the maturity to 30 September 2027.

 

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(3); and in Europe with our 4%
market share, the same commercial market is 1.5m m(3).*

 

We are confident that our FOCUS strategy will enable us to capitalise on this
significant market potential, delivering growth progression, targeting an
adjusted EBITDA margin of 12% by the end of Phase 1.

 

* Source: Principia report US and Poyry report Europe

 

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(3) 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.

 

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.

 

 

 

 

Sales volumes: Double digit sales growth

 Sales volume by end market  FY25 m(3)  FY24 m(3)  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.

 

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
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 looking at alternative wood species, expanding Accoya Color and
looking at fire protection. Earlier this year we were pleased to announce
Accoya's compliance with the Wildland Urban Interface (WUI) in the United
States. 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, scoring
56/100 (FY24: 45/100). Our achievement reflects our significant efforts on
ensuring that we have transparent reporting and a high standard of corporate
governance policies and procedures. This score positions Accsys within the top
20% of companies in our industry sector.

 

During FY25 we captured 51,244 tonnes of CO₂ 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 certified sources
(through FSC®, PEFC, or equivalent) for all our sites

 

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 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.

 

Jelena Arsic van Os

Chief Executive Officer

23 June 2025

Finance Review

Statement of comprehensive income

Total Accoya sales volumes increased by 13% to 63,864m(3) (FY24: 56,568m(3)).
Group sales volumes increased by 1% to 57,104m(3) (FY24: 56,568m(3)) 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.

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 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

The Group's share of the Accoya USA joint venture'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%.

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 flow 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 (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.

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.

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.

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 banking
covenant breach point.

The Directors believe that while some uncertainty always inherently remains in
achieving the budget, in particular in relation to market conditions outside
of the Group's control, after carefully considering all the factors explained
in this statement, there is sufficient liquidity and covenant headroom such
that there is no material uncertainty with respect to going concern.
Accordingly, the financial statements have been prepared on a going concern
basis.

Sameet Vohra

Chief Financial Officer
23 June 2025

 

 

Consolidated statement of comprehensive income for the year ended 31 March
2025

 

 

                                                                                       2025        2025                2025       2024        2024                2024
                                                                                       €'000       €'000               €'000      €'000       €'000               €'000
                                                            Note                       Underlying  Exceptional items*  Total      Underlying  Exceptional items*  Total

 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                                              3                          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                                      4                          (33,778)    (12,030)            (45,808)   (41,927)    (8,200)             (50,127)
 Operating profit/(loss)                                    8                          7,649       (12,030)            (4,381)    (1,044)     (8,200)             (9,244)

 Finance income                                             9                          304         -                   304        138         -                   138
 Finance expense                                            10                         (5,960)     1,102               (4,858)    (4,418)     530                 (3,888)
 Share of net loss from joint venture                       27                         (11,871)    -                   (11,871)   (4,100)     -                   (4,100)

 Loss before taxation                                                                  (9,878)     (10,928)            (20,806)   (9,424)     (7,670)             (17,094)

 Tax expense                                                11                         (2,044)     -                   (2,044)    (765)       -                   (765)

 Loss from continuing operations                                                       (11,922)    (10,928)            (22,850)   (10,189)    (7,670)             (17,859)
 Items that may be reclassified to profit or loss
 (Loss)/ gain arising on translation of foreign operations                             (62)        -                   (62)       2           -                   2

 Total other comprehensive (loss)/gain                                                 (62)        -                   (62)       2           -                   2

 Total comprehensive loss for the year                                                 (11,984)    (10,928)            (22,912)   (10,187)    (7,670)             (17,857)

 Total comprehensive loss for the year

is attributable to:
 Owners of Accsys Technologies PLC                                                     (11,984)    (10,928)            (22,912)   (10,187)    (7,670)             (17,857)

 Total comprehensive loss for the year                                                 (11,984)    (10,928)            (22,912)   (10,187)    (7,670)             (17,857)

 Basic loss per ordinary share                              12                         €(0.05)     -                   €(0.10)    €(0.04)     -                   €(0.08)

 Diluted loss per ordinary share                            12                         -           -                   -          -           -                   -

 

 

The notes form an integral part of these financial statements.

 

* See note 5 for details of exceptional items.

Consolidated statement of financial position as at 31 March 2025

 

                                                           Note  2025       2024
                                                                 €'000      €'000
 Non-current assets
 Intangible assets                                         14    6,158      10,048
 Investment in joint venture                               27    33,854     31,685
 Property, plant and equipment                             15    73,593     93,474
 Right of use assets                                       16    3,561      3,736
 Financial asset at fair value through profit or loss      17    -          -

                                                                 117,166    138,943

 Current assets
 Inventories                                               20    30,763     25,743
 Trade and other receivables                               21    15,601     17,612
 Cash and cash equivalents                                 28    17,423     27,427
 Corporation tax receivable                                      -          250
                                                                 63,787     71,032

 Current liabilities
 Trade and other payables                                  23    (16,590)   (18,797)
 Obligation under lease liabilities                        16    (961)      (690)
 Short term borrowings                                     28    (5,625)    -
 Corporation tax payable                                         (7,058)    (6,719)

                                                                 (30,234)   (26,206)

 Net current assets                                              33,553     44,826

 Non-current liabilities
 Obligation under lease liabilities                        16    (3,322)    (3,648)
 Other long term borrowings                                28    (50,075)   (60,204)
 Financial guarantee                                       30    -          -
 Financial liability at amortised cost                     22    -          (1,102)

                                                                 (53,397)   (64,954)

 Net assets                                                      97,322     118,815

 Equity
 Share capital                                             24    12,022     11,976
 Share premium account                                           262,938    262,394
 Other reserves                                            25    114,406    114,743
 Accumulated loss                                                (292,105)  (270,421)
 Own shares                                                      (8)        (8)
 Foreign currency translation reserve                            69         131

 Equity attributable to owners of Accsys Technologies PLC        97,322     118,815

 Non-controlling interest in subsidiaries                  26    -          -

 Total equity                                                    97,322     118,815

 

 

The financial statements were approved by the Board of Directors on 23 June
2025 and signed on its behalf by

 

 

Sameet Vohra
 

Chief Financial Officer

 

 

 

The notes form an integral part of these financial statements.

 

Consolidated statement of changes in equity for the year ended 31 March 2025

 

 

                                        Share capital Ordinary  Share premium  Other reserves  Own Shares  Foreign currency trans-  Accumulated Loss  Total equity attributable to equity shareholders of the Company  Non-Controlling interests  Total Equity

lation reserve
                                        €000                    €000           €000            €000        €000                     €000               €000                                                             €000                       €000
 Balance at

1 April 2023
                                        10,963                  250,717        114,743         (8)         129                      (254,042)         122,502                                                          -                          122,502
 Loss for the year                      -                       -              -               -           -                        (17,859)          (17,859)                                                         -                          (17,859)
 Other comprehensive gain for the year  -                       -              -               -           2                        -                 2                                                                -                          2
 Share based payments                   -                       -              -               -           -                        1,480             1,480                                                            -                          1,480
 Shares issued                          1,013                   -              -               -           -                        -                 1,013                                                            -                          1,013
 Premium on shares issued               -                       12,319         -               -           -                        -                 12,319                                                           -                          12,319
 Share issue costs                      -                       (642)          -               -           -                        -                 (642)                                                            -                          (642)
 Balance at

31 March 2024
                                        11,976                  262,394        114,743         (8)         131                      (270,421)         118,815                                                          -                          118,815
 Loss for the year                      -                       -              -               -           -                        (22,850)          (22,850)                                                         -                          (22,850)
 Other comprehensive loss for the year  -                       -              -               -           (62)                     -                 (62)                                                             -                          (62)
 Share based payments                   -                       -              -               -           -                        1,747             1,747                                                            -                          1,747
 Shares issued                          46                      -              -               -           -                        (46)              -                                                                -                          -
 Premium on shares issued               -                       535            -               -           -                        (535)             -                                                                -                          -
 Share issue costs                      -                       9              -               -           -                        -                 9                                                                -                          9
 Foreign exchange hedge movement        -                       -              (337)           -           -                        -                 (337)                                                            -                          (337)
 Balance at

31 March 2025
                                        12,022                  262,938        114,406         (8)         69                       (292,105)         97,322                                                           -                          97,322

 

 

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 form an integral part of these financial statements.

 

 

 

 

Consolidated statement of cash flows for the year ended 31 March 2025

 

 

                                                                           Note  2025      2024
                                                                                 €'000     €'000

 Loss before taxation                                                            (20,806)  (17,094)
 Adjustments for:
 Amortisation of intangible assets                                         8     1,048     828
 Depreciation of property, plant and equipment, and right of use assets    8     8,171     8,751
 Loss from liquidation of Tricoya UK Ltd                                   5     12,030    7,000
 Net finance expense                                                       10    4,554     3,750
 Equity-settled share-based payment expenses                               13    1,747     1,480
 Accsys portion of Licence fee received from joint venture                 27    450       -
 Share of net loss of joint venture                                        27    11,871    4,100
 Currency translation losses                                                     129       108

 Cash inflows from operating activities before changes in working capital        19,194    8,923

 (Increase) / decrease in trade and other receivables                      21    (903)     393
 (Increase) / decrease in inventories                                      20    (5,020)   4,203
 Decrease in trade and other payables                                      23    (1,108)   (6,403)
 Net cash generated from operating activities before tax                         12,163    7,116

 Tax (paid)/received                                                       11    (1,443)   81

 Net cash generated from operating activities                                    10,720    7,197

 Cash flows from investing activities
 Proceeds from disposal of property, plant and equipment                         14        -
 Investment in property, plant and equipment                               15    (1,755)   (3,090)
 Cash disposed of from liquidation of Tricoya UK Ltd                             (268)     -
 Investment in intangible assets                                           14    (134)     (385)
 Investment in joint venture                                               27    (14,490)  (4,926)

 Net cash used in investing activities                                           (16,633)  (8,401)

 Cash flows from financing activities
 Proceeds from loans                                                             -         9,901
 Other finance costs                                                             (964)     (36)
 Interest paid                                                                   (1,976)   (2,774)
 Interest received                                                               304       -
 Repayment of lease liabilities                                            16    (864)     (1,044)
 Repayment of loans/rolled up interest                                           -         (17,000)
 Proceeds from issue of share capital                                            -         13,332
 Share issue costs                                                               (467)     (642)

 Net cash (used in)/generated from financing activities                          (3,967)   1,737

 Net (decrease)/increase in cash and cash equivalents                            (9,880)   533
 Effect of exchange rate changes on cash and cash equivalents                    (124)     301
 Opening cash and cash equivalents                                               27,427    26,593

 Closing cash and cash equivalents                                               17,423    27,427

 

The notes form an integral part of these financial statements.

 

Notes to the financial statements for the year ended 31 March 2025

 

1.         Accounting Policies

 

General Information

 

The financial information set out in these preliminary results does not
constitute the Company's statutory financial statements for the years ended 31
March 2025 or 31 March 2024. Statutory financial statements for the year ended
31 March 2024 have been filed with the Registrar of Companies and those for
the year ended 31 March 2025 will be delivered to the Registrar in due course;
both have been reported on by the auditors. The auditors' report on the Annual
Report and Financial Statements for the year ended 31 March 2024 was
unqualified, did not draw attention to any matters by way of emphasis, and did
not contain a statement under 498(2) or 498(3) of the Companies Act 2006. The
auditors' report on the Annual Report and Financial Statements for the year
ended 31 March 2025 is unqualified, did not draw attention to any matters by
way of emphasis, and did not contain a statement under 498(2) or 498(3) of the
Companies Act 2006.

 

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.

 

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 Limited 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.

 

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.

 

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.

 

 

 

 

 

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.

 

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.

 

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 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) of the Group. 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.

 

 

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 values 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.

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 31 March 2025  Year ended 31 March 2025  Year ended 31 March 2025  Year ended 31 March 2024  Year ended 31 March 2024  Year ended 31 March 2024

Exceptional items

Exceptional items

Underlying
TOTAL
Underlying
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 31 March 2025  Year ended 31 March 2024
                                   €'000                     €'000
 Operating profit/(loss)           11,343                    3,573

 Share of Accoya USA EBIT          (9,621)                   (3,993)

 Adjusted EBIT                     1,722                     (420)

 

 

 

 

 

 

 

 

 

 

 

 

                                     Year ended 31 March 2025  Year ended 31 March 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.

 

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 31 March 2025  Year ended 31 March 2025  Year ended 31 March 2025  Year ended 31 March 2024  Year ended 31 March 2024  Year ended 31 March 2024

Exceptional items

Exceptional items

Underlying
TOTAL
Underlying
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 31 March 2025  Year ended 31 March 2025  Year ended 31 March 2025  Year ended 31 March 2024  Year ended 31 March 2024  Year ended 31 March 2024

Exceptional items

Exceptional items

Underlying
TOTAL
Underlying
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)
 Share of net loss from 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.

 

Reconciliation of Underlying EBIT and EBITDA

 

                                               Year ended 31 March 2025  Year ended 31 March 2025  Year ended 31 March 2025  Year ended 31 March 2024  Year ended 31 March 2024  Year ended 31 March 2024

Exceptional items
TOTAL
Exceptional 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 31 March 2025  Year ended 31 March 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 31 March 2025  Year ended 31 March 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.

 

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        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        28,651    33,548
 gains on disposals

 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.

 

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 USD cash held for investment in to                                  -         249
 USA JV
 Revaluation / recognition of Valuation Recovery Instrument 'VRI' liability                                    1,102     281
 Total exceptional financing costs                                                                             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 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%.

-       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.

-       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').

 

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 that
classification of employees. 'Operating' has 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                                   2024                                             2024

Salary, bonus and short term benefits
Share based payments charge
Salary, bonus and short term benefits
Share based payments charge

                                                                2025      2025 Total                             2024                                    2024

Pension
Pension
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 were 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.

 

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                                                     295      193
 financial statements
 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 venture                                                                  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                                                                                  4,858    3,888

 

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     -
 Irrecoverable losses due to deconsolidation                                                                                               1,035     -
 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                                                                            (1,197)   3,159
 (utilised)/recognised
 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        2024           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.

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                                         Weighted average remaining
                          options 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)      42,914                                415,079                 6.3                                                 7.3
 12 July 2022 (LTIP)(1)   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.

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

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(3))  25%                     206,000                  232,000
 Average Gross contribution (%)                 25%                     49.60%                   55%
 Share performance compared to AIM Index        40%                     Median                   Upper quartile
 ESG - improvement in reporting ratings         10%                     15% improvement in       20% improvement in S&P ESG score over the three-year period

                                                                        S&P ESG score over

                                                                        the 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                                     Element A               Element B                Element C              Element D

(Sales volume growth)
(Gross Contribution %)
(Share price growth)
(ESG Reporting 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.

 

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 three-year period

                                                                        S&P ESG score over

                                                                        the 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                                         Element A                    Element B                       Element D

(Cumulative sales revenue)
(Underlying EBITDA per share)
(ESG Reporting Metrics)
 Grant date                                      28 Jul 23                    28 Jul 23                       28 Jul 23
 Share price at grant date (€)                   1.24                         1.24                            1.24
 Exercise price (€)                              0.00                         0.00                            0.00
 Expected life (years)                           3                            3                               3
 Contractual life (years)                        10                           10                              10
 Vesting conditions (Details set out above)      Sales revenue                EBITDA per share                ESG reporting metrics
 Risk free rate                                  2.755%                       2.755%                          2.755%
 Expected volatility                             20%                          20%                             20%
 Expected dividend yield                         0%                           0%                              0%
 Fair value of option                            € 1.24                       € 1.24                          € 1.24

 

 

All of the above awards, made in summer 2023, are subject to a three-year
performance period (i.e. year end 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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                                     Element A              Element B                     Element C

(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.

 

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 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 ('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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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)

 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
 Reclassification                           -                -          -          -
 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 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% 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.

 

 

 

 

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                                 44       22
 administrative expenses)
 Expense relating to leases of low-value assets that are not shown above as                                47       18
 short-term leases (included in administrative expenses)

 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.

 

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.

 

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

                              12,881   14,044
 Trade receivables            509      1,616
 Other receivables            1,106    874
 VAT receivable               1,105    1,078
 Accrued income
                              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 the liquidation of Tricoya UK Limited 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

 

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                 12,022   11,976
 of €0.05 each)

                                                                                              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 redemp-  Merger reserve  Hedging Effective-ness reserve  Other reserve  Total Other reserves

tion reserve
                                            €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).

 

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)     -
 Share of 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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 Accoya USA statement of comprehensive income:             2025      2024
                                                           €'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 before tax         (11,871)  (4,100)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accoya USA 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

 

 Accoya USA Cash flows:
                                                    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)

 

 

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 cashflows:
 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

 

 

 

 

 

 

 

 

 

 

Reconciliation of loan agreements:

 

                                    2025                                                                       2024
                                    ABN debt facilities  Convertible loan note      NatWest facility  Total    ABN debt facilities  Convertible loan note      NatWest facility  Total

with embedded derivative
with embedded derivative

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

 

                                 Liabilities from financing activities        Other assets
                                 Borrowings     Leases         Sub-total      Cash          Total
                                 €'000          €'000          €'000          €'000         €'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-financing 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 & 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).

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 2025/ € '000                       Fair value hierarchy  At amortised cost  At fair value though profit or loss  At fair value 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
 2024/ € '000                       Fair value hierarchy  At amortised cost  At fair value though profit or loss  At fair value 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
 2025/ € '000                       Fair value hierarchy  At amortised cost  At fair value though profit or loss  At fair value 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)
 2024/ € '000                       Fair value hierarchy  At amortised cost  At fair value though profit or loss  At fair value 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.

 

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.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  FR EANKDASKSEFA

Recent news on Accsys Technologies

See all news