TRANSFORMING FOR
SUSTAINABLE GROWTH
Annual Report and Financial Statements 2024
WHAT’S
INSIDE
OUR BUSINESS MODEL
30
OUR STRATEGY
32
SUSTAINABILITY
46
CEO REVIEW
16
FINANCE REVIEW
20
View the latest results online at | www.accsysplc.com
CEO Q&A
10
Cover: Silt Hotel and Casino, Middelkerke, Belgium. Photography: Stefan Steenkiste
ACCOYA USA
Expanding into our
largest potential market
08
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
Overview
01
Key Highlights
02
Our Business at a Glance
04
Chair’s Statement
08
Case Study – Accoya USA
10
CEO Q&A
12
Reasons to Invest
Strategic Report
16
CEO Review
20
Finance Review
26
Our Products
28
Our Market
30
Our Business Model
32
Our Strategy
40
Risk Management
46
Sustainability
55
Climate Disclosures Report (TCFD)
64
Stakeholder Engagement
Corporate Governance
72
Board of Directors
74
Senior Leadership Team
75
Chair’s Statement of Governance
78
Corporate Governance
81
The QCA Corporate Governance
Code (the ‘QCA Code’) Statement
of Compliance 2024
87
Audit Committee Report
89
Nomination Committee Report
93
Remuneration Report
110 Directors’ Report
113
Statement of Directors’ Responsibilities
Financial Statements
116 Independent Auditors’ Report to the
members of Accsys Technologies PLC
125 Consolidated Statement
of Comprehensive Income
126 Consolidated Statement
of Financial Position
127 Consolidated Statement
of Changes in Equity
128 Consolidated Statement
of Cash Flow
129 Notes to the Financial Statements
169 Company Statement
of Financial Position
170 Company Statement
of Changes in Equity
171
Notes to the Company Financial
Statements
Shareholder Information
178 Shareholder Information
Key Highlights
GROUP REVENUE
€136.2m
FY23: €162.0m
GROSS PROFIT
€40.9m
FY23: €55.2m
ADJUSTED EBITDA1
€4.8m
FY23: €22.9m
GROSS PROFIT
MARGIN
30%
FY23: 34%
NET DEBT
(€37.1m)
FY23: (€44.1m)
UNDERLYING PROFIT/
LOSS BEFORE TAX
(€9.4m)
FY23: €11.0m
1. Adjusted EBITDA is defined as operating profit/(loss) before exceptional items, depreciation and amortisation, and includes the Group’s attributable share of
our USA joint venture’s underlying EBITDA (see note 3 of the financial statements for further details).
Finance Review | Page 20
For our Alternative Performance Measures details | Page 136
Performance
Operational highlights
• Construction complete on our flagship expansion project, Accoya
USA, with commissioning well underway
• Financial partner appointed to support with the Hull plant
• 56,568m3 Accoya sales volume
• Expanded global distribution network with seven new distributors
• Business transformation programme executed with more than €3m
of targeted annualised savings realised
• Continued commitment to 100% certified sustainable
(i.e. FSC® (CO12330)) wood sources
• 630,000 hours worked to complete Accoya USA with
zero recordable injuries
• 5% increase in S&P CSA ESG score to 45/100
Borkum, Germany. Architects: Delugan Meissl
Associated Architects Photographer: Piet Niemann
OVERVIEW
GOVERNANCE
STRATEGIC REPORT
FINANCIAL STATEMENTS
01
Our Business at a Glance
A purpose driven company
CHANGING WOOD TO
CHANGE THE WORLD
‘Changing wood’ is what we do, and
‘to change the world’ is why we do it.
Our purpose gives us a common,
aspirational goal to work towards
and is embraced by our stakeholders.
Delivering high performance and sustainable solutions
We combine technology and ingenuity to enhance the natural properties of wood to create building products that
are durable, stable and sustainable, presenting new opportunities for the built environment.
Using a proprietary acetylation process we take responsibly sourced softwood and transform it into building
materials that can rival the performance attributes of tropical hardwoods and intensely resource depleting
man‑made alternatives.
Our products
Accoya Color is our coloured-to-the-
core product, ideal for decking and
cladding.
Accoya is the world’s leading high
performance sustainable wood.
Made from abundantly available,
FSC® certified wood species
(CO12330), it is sustainable,
durable, resistant to rot and
Cradle to Cradle Certified®.
Accoya for Tricoya is a feedstock for
our licensees to manufacture high
performance Tricoya panel products
suitable for outdoor use.
Lidl Zero, Almere, NL. Architects: Bureau Ursum
Photography: Anahi Clemens
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
02
1
Be ambitious – the
world depends on us
We challenge ourselves to be
better every day, we are committed
and agile. To achieve our ambition
we will often pave new ways,
innovating with new technologies
or processes that no other player
tried. This gives us an opportunity
to learn and progress, striving
to continuously improve in all
operational areas of our business.
2
Respect and value
all stakeholders
Everyone we work with is important
– our colleagues, customers,
partners, suppliers, shareholders
and more. We act with integrity
and authenticity, encourage
collaboration, and build trust
through inclusion and mutual
respect. As a team, we will succeed.
3
Be committed to safety,
quality and sustainability
Safety is of the utmost importance
in everything we do. We all share
responsibility for protecting
people, property and the
environment at all times. We strive
to fulfil our brand promise and
delight our customers. We commit
to high quality delivery.
All made possible by people living our values
Our global presence
Key
Accsys locations
Product distribution
Opening summer 2024
On Hold
London Accsys head office
Arnhem Accoya site & office
Kingsport Accoya site and sales office
Hull Tricoya site
Barry Accoya Color site
OVERVIEW
GOVERNANCE
STRATEGIC REPORT
FINANCIAL STATEMENTS
03
Introduction
Accsys is a business with great opportunities,
producing compelling products in a structurally
growing market, where greater use of wood in
construction is rapidly becoming imperative for
the future of our planet. While this megatrend will
drive the future growth of our business, FY24 has
been a difficult year for the building materials sector
due to inflationary pressures impacting investment
in construction projects and, for the first time, we
encountered demand lower than supply from June
to December. Looking beyond these short-term
market challenges, we maintain a robust product
value proposition and anticipate strong long-term
growth and shareholder value creation. With a
seasoned new leadership in place, the Company is
well set up to build momentum and I am optimistic
about Accsys’ future, particularly as we ramp up
production in the USA, which opens significant
growth opportunities for the business.
Overview
FY24 has been an intensive year with the aim of
revitalising and transforming the Company to unlock
its full potential and establish a robust platform
for sustainable growth. We welcomed a new Chief
Executive Officer, Dr Jelena Arsic van Os, in July
2023 and two other Board members, Roland Waibel
and Edwin Bouwman in July and December 2023,
respectively, all of whom bring excellent experience
to our Board.
Chair’s Statement
TRANSFORMING
FOR SUSTAINABLE
GROWTH
Our international
expansion to open up
our largest potential
global market represents
a major milestone for
Accsys.”
Trudy Schoolenberg
Chair
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
04
With the Board’s and the Senior Leadership Team’s
support, Jelena has made a strong impact on the business,
focusing on reducing complexity, actively reshaping the
organisation to ensure Accsys is in the best position to
capitalise on its additional capacity. Under her leadership,
existing structures and processes have been simplified
and new operational KPIs have been implemented to drive
performance. The Senior Leadership Team is reviewing the
Company’s strategy to identify the greatest opportunities
to drive momentum and profitability.
It has been a challenging year to undergo a
transformation. We have navigated difficult trading
conditions and we announced in September that we
downgraded our expectations for the year. To address
these challenges and headwinds, the Board took quick
and decisive steps. We have reduced our costs, driven
efficiencies and, with confidence in greater availability
of Accoya going forwards, we have invested in sales
and marketing, including the addition of seven new
distributors. As a result of this, we saw a resilient and
encouraging fourth quarter, despite trading conditions
remaining difficult.
Accsys has proven that it can successfully execute and
expand internationally, with commissioning on our flagship
project, Accoya USA, underway. Our expansion into
our largest potential global market represents a major
milestone for Accsys. It will transform our business from
a single production site to a multi-site operation and
sees production capacity increase by 50%. Taking our
expansion into the US along with the capacity expansion
at our Arnhem site in 2022, the Company will have
doubled overall production capacity within two years.
This reduces risk in our operations and places production
closer to our customers, ensuring a high quality of service.
It also instils confidence in product availability with our
distributors.
The completion of the Accoya USA project construction
was supported by a successful fundraise. In November
2023 we completed a capital raise securing €34m gross
proceeds. This achievement underscores confidence
in our strategic direction and potential for growth.
We extend our thanks to all our shareholders for their
continued commitment and support.
During this financial year we engaged a financial advisor
to assist us in seeking a strategic and/or financing partner
to complete the Hull plant. Accsys is on track to come to
a resolution within H1 FY25 as previously outlined in the
May trading update.
FY24 financial performance
Accsys delivered revenues of €136.2m, a 16% decrease
on FY23, reflecting the macroeconomic headwinds and
a difficult trading environment, which impacted on the
overall industry sector. The team responded to this
softening of demand with increased investment in sales
and marketing, which showed results in Q4 and in the
start of the new financial year.
We held firm on our pricing, despite the headwinds, while
competitor product prices were significantly reduced,
reflecting the strength of our product offering.
Group gross margin was 30%, (34% in FY23) supported
by pricing resilience in the tougher macroeconomic
conditions and our strong product proposition.
Our adjusted EBITDA was €4.8m (€22.9m, FY23),
impacted by lower sales volumes, and ongoing Tricoya
UK plant operating costs, due to a change in accounting
treatment compared to the prior year – Tricoya UK’s
ongoing running costs were treated as operating
expenditure in FY24 following the introduction of Tricoya
UK’s hold period in H2 FY23.
Net debt reduced from €44.1m to €37.1m following the
successful capital raise in November 2023.
Purpose, Values and Strategy
Whilst our CEO is setting out the strategy for a company
with double capacity, there are several fixed elements
that will not change. We will continue to focus on building
demand, product and people development and ensuring
manufacturing excellence.
HSE will remain a priority for the Board and for Accsys.
The Kingsport project has been an example of good
HSE performance with no lost time incidents during
construction. HSE has been brought directly under
the leadership of the Site Directors to ensure that it is
fully integrated and embedded into all our operational
processes and systems.
We remain firmly committed to innovation and product
development and this year we are pleased to be in the
final stage of testing Accoya Color made from Taeda pine.
We also remain committed to our purpose of helping
the world build more sustainably. Our commitment to
zero deforestation remains firm and we are proud to
have sourced 100% of our wood products from certified
sustainable sources in FY24. Accoya, thanks to its unique
proposition combining high performance, durability
and sustainability, continues to be specified in some of
the world’s leading projects. This includes prestigious
heritage projects such as the restoration of the SS Great
Britain and the UNESCO World Heritage site, Caernarfon
OVERVIEW
GOVERNANCE
STRATEGIC REPORT
FINANCIAL STATEMENTS
05
Chair’s Statement continued
Castle in Wales. Leading brands including Lidl, ABB and
Starbucks have all used Accoya on their buildings in the
past year.
As a Board we remain committed to maintaining high
standards of ESG and are proud to become a signatory
of the UN Global Compact in 2023, committing to report
our progress against its ten principles (see page 54 for
more details). ESG metrics continue to be incorporated
into success metrics for our executive remuneration and
we are pleased to have achieved a 5% increase in our S&P
CSA score this year, placing us in the top quintile of our
industry sector.
Board composition
FY24 saw significant changes to our Board composition.
We welcomed two new Board members, Roland Waibel
and Edwin Bouwman. I would like to thank our outgoing
Chair, Stephen Odell, for his leadership and for guiding
the organisation through a period of change. I would also
like to thank long serving Board members Sue Farr and
Sean Christie, who each served three, three-year terms
with Accsys, for their contributions, as well as extending
thanks to Alexander Wessels who also stepped down this
year after one term. Further detail on changes to the
Board can be found in my Governance Letter on page 75.
Recently, Steven Salo stepped down from his role as Chief
Financial Officer. I thank Steven for his contribution to
the Company during his tenure. Hans Pauli has meanwhile
stepped in as interim Chief Financial Officer and his
experience and long-term knowledge of the Company will
be of great benefit in building the strategy further.
People and Stakeholders
Reflecting on the past year, I am proud of our colleagues’
perseverance and teamwork. They have shown great
resilience in navigating difficult market conditions to
achieve results. I’d like to express my sincere thanks to
them all for their hard work. I would also like to thank our
shareholders, customers, business partners, suppliers,
and contractors for their continued support as we go on
this growth journey together.
Outlook
We anticipate that calendar year 2024 will continue
to be affected by market headwinds, with inflation
remaining sticky, and continued geopolitical
uncertainty impacting the macroeconomic
environment. Forecasts suggest that market
conditions will improve towards the end of the
calendar year, with US market conditions improving
ahead of the European market.
With two sites expected to be up and running, we
will continue to focus on increasing demand and
investing in our sales and marketing to ensure
that we can capitalise on our greater capacity. The
strategic positioning of our production facility in the
USA equips us with the confidence to drive demand
and cultivate a robust presence in the North
American market.
We have made a good start to FY25 with our
sales and marketing investments continuing to
show results. We are confident of building on
this momentum in the coming year and delivering
operational and financial progress for all our
stakeholders.
Trudy Schoolenberg
Chair
25 June 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
06
FINANCIAL STATEMENTS
ACCOYA WOOD
DECKING AND
SEATING INSTALLED
AT CAERNARFON
CASTLE
Wales, United Kingdom
Accoya wood decking and seating has been installed
at Caernarfon Castle in Wales as part of a £5 million
conservation and development project. The project
has granted visitors access to areas of the medieval
gatehouse at Caernarfon Castle for the first time
in centuries.
Situated on the banks of the River Seiont in North
West Wales, the renowned Caernarfon Castle forms
part of the fabric of Welsh history and was given
World Heritage Site status in 1986 – Wales’ first.
The project has seen the installation of an Accoya
rooftop deck and seating areas.
Aiming to shine a light on the castle’s rich history,
and also add a new contemporary layer to the
story, the architectural interventions have been
designed to seamlessly fit in with the castle’s
aesthetics. The choice of materials was an essential
consideration in this.
Buttress Architects led the project and specified
Accoya wood to craft the new viewing deck and
seating areas. The wood has similar tones to the
castle’s original masonry and will, in time, have a
weathered effect, tying in with the overall look and
feel of the castle.
These new seating areas have been created to be
physically separate from the castle walls. The idea is
to ensure that the interventions have minimal impact
on the castle’s existing structure and can be easily
removed.
Photography: Daniel Hopkinson
Architect: Buttress Architects
CASE STUDY
For more Accoya projects go online to | www.accoya.com/uk/projects
OVERVIEW
GOVERNANCE
STRATEGIC REPORT
FINANCIAL STATEMENTS
07
OVERVIEW
GOVERNANCE
STRATEGIC REPORT
07
Case Study | Accoya USA
EXPANDING
INTO OUR LARGEST
POTENTIAL MARKET
A tipping point in our history
Accsys is proud to introduce Accoya USA –
the second Accoya production facility in the world,
located in Kingsport, Tennessee, USA. Commissioning
is well underway on our flagship joint venture project
with Eastman (owned 60:40 by Accsys and Eastman),
with commercial operations expected to commence
in summer 2024.
Accsys’ successful delivery of its international expansion
reduces risk in the Company’s operations and
provides a basis for sustainable and reliable growth.
Accoya USA will provide a production facility dedicated
to serving the huge North American market. This is
the largest potential global market for Accoya.
• Initial capacity of 43,000m3 with
the potential to expand the site
to 170,000m3
• Located within the Eastman site
on the Holston River
• Creation of 46 skilled local jobs
• 630,000 working hours completed
with zero health and safety
incidents
• ~100,000 sqft warehouse space
(9,300 m3)
Statistics
630,000
WORKING HOURS COMPLETED
WITH ZERO HEALTH AND
SAFETY INCIDENTS
08 | Accsys Technologies PLC | Annual Report and Financial Statements 2024
The team’s energy and enthusiasm
for delivering this flagship site has been
incredible. We are looking forward to
delivering the first batches to customers
and enabling more people to benefit
from this high performance and
sustainable product.”
Rod Graf
Managing Director, Accoya USA
Stacked wood inside the Accoya USA plant
OVERVIEW
GOVERNANCE
STRATEGIC REPORT
FINANCIAL STATEMENTS
09
CEO Q&A
WITH DR JELENA ARSIC VAN OS
Q&A
Dr Jelena Arsic van Os Biography
Jelena brings 20 years’ experience in senior executive
leadership roles in large-cap multinational companies.
Prior to joining Accsys in July 2023 she was Vice
President of the Plastics, Coatings, Adhesives and Rubber
Performance Minerals division for Europe, Middle East,
Africa and Asia‑Pacific at Imerys SA.
Prior to Imerys, Jelena held several senior executive
positions across the globe during her 17 years’ tenure at
AkzoNobel. During her time at the company, Jelena was
a member of AkzoNobel’s Executive Leadership Team and
her positions included roles within several businesses
of AkzoNobel: Director of Performance Coatings for
South America; Director of Functional Powder Coatings
GmbH; Director of Powder Coatings for North Europe;
Business Director for Resins; Business Development
for Industrial Chemicals; and Sales and Marketing of
Functional Chemicals for Central and Eastern Europe,
Middle East and India.
Jelena has a PhD in Solid State Chemistry from
Radboud University Nijmegen, the Netherlands.
What have been your priorities
and areas of focus since joining
Accsys in July 2023?
I was drawn to this role by Accsys’ exceptional
products, which present solutions to the global
challenge of sustainable construction. My priority
is to capitalise on our robust product portfolio and
propel the Company towards achieving its
full growth potential.
The first step is to bring the Company to the next
level of maturity and establish a strong foundation
for sustainable growth. Working with the Senior
Leadership Team we have already begun to remove
complexity across the organisation, creating a
more agile operational platform.
We are focused on maximising outputs and returns
on our existing assets to extract as much value
from these as we can. At the same time, as we are
gaining additional capacity from our expansion,
demand creation and exploring new markets are
critical, including further developing our footprint
in the USA and fine-tuning our product offerings
to match customer needs.
Q.
A.
Beyond these immediate priorities, we are
undertaking a thorough review of our business
strategy to identify the greatest opportunities
and levers to drive future growth and profitability
for Accsys. Focusing on the right activities is key
to unlocking our potential. I look forward to
sharing more on our strategic approach with
stakeholders in FY25.
As a leader what kind of culture
do you want to create at Accsys?
As the CEO of Accsys, I envision an agile and
dynamic culture that fuels our success. Our
foundation rests on the belief that people are our
greatest asset. We aim to create a performance
driven culture that champions collaboration and a
proactive solutions-focused mindset.
Furthermore, I recognise the rich diversity within
our business, coming from our international
footprint. It’s vital that we create a workplace
where every individual feels respected and
valued regardless of their background. I am a firm
believer that diversity and an inclusive working
environment drive growth and innovation.
Q.
A.
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
10
What is the future for Tricoya?
Tricoya is a core part of our strategy and it has
a growing market, with double digit growth this
year. We are committed to continuing to work with
our licensee partners who manufacture Tricoya
panel products. We will also continue to distribute
Tricoya panels to customers outside of Europe.
The successful completion of
Kingsport is a significant milestone
for Accsys. What will the impact
be of going from a single site to a
multi-site operation?
This is an exciting opportunity to have a local
production unit to serve our largest potential
market in the world. This is a huge opportunity
for the business from both a commercial and
operational perspective. Accsys will be significantly
increasing capacity, giving the Company more
flexibility, much better product availability and
operational reliability.
For our customers, this expansion offers
substantial advantages. With production
capacity situated nearby for our North American
Q.
A.
Q.
A.
customers, we can ensure the highest service
levels and quick delivery. For our ROW customers,
it means greater availability of Accoya.
Strategically this move supports our growth
objectives. By positioning ourselves with a
production unit in our largest market, we will be
able to fully tap into the huge growth potential
in the North American market.
The Company raised €34m in
November 2023, can you expand
on the rationale behind the raise
and how this will progress the
Company’s growth strategy?
We are grateful for our shareholders’ support
with the recent fundraise, which was necessary
to finance the completion of Kingsport and
to improve our working capital. We have been
through a period of significant expansion with
simultaneous capital-intensive projects.
With the completion of reactor four in Arnhem
and Kingsport becoming operational, our focus
changes from large capital projects to realising
the returns on these investments.
Q.
A.
There is significant
potential for growth as
the demand for more
sustainable materials
continues to rise”
Dr Jelena Arsic van Os
Chief Executive Officer
OVERVIEW
GOVERNANCE
STRATEGIC REPORT
FINANCIAL STATEMENTS
11
What does the competitive
landscape look like for Accoya
and how will you grow demand
to ensure that demand for the
products meets the expanded
production capacity?
We operate in the global wood products market
which has a compound annual growth rate (CAGR)
of 7% (see page 28 for more details on our
market). Modified wood products are still on the
rise and there is significant potential for growth
as the demand for more sustainable materials
continues to grow. Accoya leads the field in
terms of durability and has a unique industry-
leading warranty of up to 50 years. We continue
to occupy the high-end premium sector of the
market, enabling the switch out of unsustainable
building products and competing against tropical
hardwoods.
Whenever I speak to our customers about Accoya
and Tricoya, they are very positive about the
product and their customer experience. It delivers
on performance, is easy to work with and reduces
the number of call backs for manufacturers.
Q.
A.
CEO Q&A continued
There is huge market potential for our products
– what we need to focus on is making sure that
customers know about us and feel confident that
we can deliver a premium customer experience.
Expanding our market reach is essential, along with
conveying the message that Accoya is available.
Previous supply challenges, particularly during
the expansion at Arnhem, have limited our market
penetration. While we enjoy a remarkable presence
in the UK, where Accoya is a popular material for
wooden doors and windows, our focus now is to
extend this reputation into additional markets.
This year, we have directed substantial investment
into bolstering our sales, marketing, and customer
service capacities. We’ve onboarded seven
new distributors, broadened our Approved
Manufacturer Programme, and recruited new
talent in key growth regions such as France,
North America, and the Netherlands. Moreover,
we’re adopting a more tailored approach for each
market, emphasising applications that resonate
most in respective regions.
Large
addressable
market
Accsys’ products are
positioned within the global
wood products market.
The global wood products
market size is expected to
grow from $805b in 2024 to
$1,054b in 2028 with a CAGR
of 7%. (Source: The Business
Research Company).
Key factors contributing
to this growth include
the rising demand for
sustainable and eco-friendly
construction materials and
increased urbanisation and
infrastructure development.
With increased capacity
Accsys is well positioned to
serve the market.
World leading
products
We have developed
innovative, proprietary, and
protected technologies which
modify wood through an
acetylation process.
The resulting products
benefit from exceptional
dimensional stability,
durability and many other
qualities leading to low total
cost of ownership over their
lifetime.
Our award winning and
certified products are best-
in-class, with an industry
leading warranty of up to 50
years. They are leading the
revolution of modified woods
in a growing building industry
which is starting to recognise
and adopt the significant
long-term benefits of such
materials.
1
2
See Our Market | Page 28
See Our Products | Page 26
Reasons to Invest
WE BELIEVE
THAT ACCSYS
TECHNOLOGIES
REPRESENTS A
COMPELLING
GROWTH
OPPORTUNITY
FOR INVESTORS
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
12
How does Accsys meet current and
future customer needs, and what is
your commitment to R&D/innovation?
Accsys has always been a pioneer in the building
products industry. We are the only company
to acetylate wood and our products remain
the highest performing in the field. We are
continuously listening and engaging with our
customers to understand their needs and are
committed to R&D, investing €1.5m in FY24.
At our state-of-the-art wood research labs in
Arnhem, we have assembled a team of leading
wood scientists dedicated to continuous
improvement. Our aim is to further enhance
our products’ durability, sustainability and
performance as well as adapting to market
demands. For example, we see huge potential in
further developing our Accoya Color product for
the decking market.
This year we are in the final stages of testing
Accoya Color made from Taeda, diversifying
our supply options. This move not only expands
our supply alternatives but also mitigates risks
associated with our core New Zealand wood
supply, building resilience into our supply chain.
Q.
A.
Accsys has a strong purpose to change
wood to change the world. How is
sustainability factored into Accsys’
business strategy and purpose?
Sustainability is central to our purpose of
Changing Wood to Change the World and
an integral part of our strategy. The world
faces a huge challenge to decarbonise and
adopt circular building materials. By providing
a fully renewable and sustainable alternative
to hardwoods and carbon intensive man-
made materials we are actively preventing
deforestation and providing an innovative
solution that is both sustainable and
high performance.
Q.
A.
Multiple routes
to market
We have a strong global
network of industry
leading distributors with
deep expertise in the
building products market
combined with an Approved
Manufacturers programme,
supporting manufacturers
working with Accoya.
We are further strengthening
our distribution network
globally to further penetrate
existing and new markets
where there is opportunity
to grow our footprint.
Our manufacturing process
and modular industrial
design is based upon
confidential technical
know-how and protected IP
which can be expanded and
replicated world-wide.
Attractive unit
economics and
diversified
supply chain
Through our business
transformation programme
we are building a
performance-driven
culture to drive further
improvement in unit costs
and diversification of
supply chain.
At our Arnhem site, we have
introduced ‘Solid Roots’,
and operational reliability
programme to drive
performance and reduce
conversion costs.
We are committed to
expanding our range of
suppliers to ensure a
resilient supply chain with
sourcing options closer to
production to minimise our
costs and carbon footprint.
Strong
organisational
capability
Talented people are at
the core of Accsys, with
skilled employees at all
levels and committed and
experienced leadership. This
means Accsys can capitalise
on and develop growth
opportunities.
Our Board and Senior
Leadership Team are highly
committed and experienced,
with varied backgrounds.
Our operational teams in
both US and Europe/UK are
being strengthened with
relevant talent acquisitions
and will continue to develop.
3
4
5
See Our Market | Page 28
See Our Business Model | Page 30
See Our Board and Senior
Leadership Team | Page 72
OVERVIEW
GOVERNANCE
STRATEGIC REPORT
FINANCIAL STATEMENTS
13
STRATEGIC
REPORT
Villa M, Germany. Architects: Delugan Meissl Associated Architects.
Photography: Piet Niemann
14 | Accsys Technologies PLC | Annual Report and Financial Statements 2024
Strategic Report
16
CEO Review
20
Finance Review
26
Our Products
28
Our Market
30
Our Business Model
32
Our Strategy
40
Risk Management
46
Sustainability
55
Climate Disclosures Report (TCFD)
64
Stakeholder Engagement
FINANCIAL STATEMENTS
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
15
15
CEO Review
TRANSFORMATION
TO DRIVE LONG
TERM RETURNS
Overview of the year
In FY24, our industry faced significant challenges,
with macroeconomic pressures impacting on
demand for construction and building materials.
Our financial performance for the year did not meet
our expectations. We informed the market about
this in our September 2023 trading update. Amidst
these difficulties, we took decisive steps to re-set
and transform. Firstly, focusing on demand creation
and, secondly, focusing on a leaner and more fit-for-
purpose organisational set-up. Though it is still early
days to see the full impact of these initiatives, they
have shown good results so far.
Alongside the re-set of the business, we have made
significant strategic progress in the establishment
of two production centres, located in our core
end markets of Europe and the USA. I am pleased
to report that our Kingsport plant in the USA is in
the final stages of commissioning and commercial
production is expected later this summer.
During FY24 we engaged a financial advisor to assist
us in seeking a strategic and/or financing partner
to complete the Hull plant. The Company is on track
to come to a resolution within H1 FY25 as previously
outlined in the May trading update.
Our balance sheet was strengthened through
improvement in working capital management and via
our successful capital raise in November raising new
gross proceeds of circa €24m. I would like to thank
our new and existing shareholders for their belief in
our strategic vision and for their support.
The Company is
accelerating commercial
efforts as we expand
globally. We are actively
transforming Accsys to
enhance our operational
efficiency and unlock
its long-term potential,
thereby maximising
shareholder value.”
Dr Jelena Arsic van Os
CEO
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
16
Demand creation
The Company has stepped-up
investment in sales and marketing,
including new recruits in North
America, the addition of seven new
distribution partners globally and a
comprehensive commercial review,
leading to a refreshed approach by
geography and product segments.
This activation resulted in a demand
turnaround in Q4, with a resilient
performance in the quarter, and
overall results for FY24 were ahead
of consensus expectations. Despite
challenging market conditions we
were resilient on pricing and held
a high average sales price (ASP)
throughout the year.
Reset and transformation
During the year the Company
underwent leadership changes to
reduce overhead costs and simplify
the organisational setup. Major
efforts were directed towards
creating a leaner, more effective,
operating model, reshaping the
business to capitalise on long-term
opportunities.
A business transformation
programme has delivered savings of
more than €3.0m annually. This has
been achieved through overhead
and opex reductions across our
international operations.
At our main production site in
Arnhem, the ‘Solid Roots’ programme
was launched, focused on developing
Arnhem into a performance driven,
mature manufacturing facility. The
programme has set performance KPIs
for metrics including the operational
efficiency of key equipment.
As part of the Group’s
transformation, we are introducing a
set of four operational targets for the
year ahead:
1. Kingsport to be commercially
operational by end of summer 24;
2. Improved incentive plans;
3. Deliver €3m operating cost
saving in the year;
4. Solid Roots, Arnhem: 500 bps
improvement in Operational
Equipment Effectiveness (OEE) for
key equipment.
In addition, the Senior Leadership
Team is undertaking a thorough
review of our strategy.
We have already begun to implement
some near-term tactical actions
focused on maximising the returns
from existing assets. A full update on
our strategy will be provided in H2
FY25.
International expansion
A key priority during FY24 has been
the construction of our Accoya USA
plant in Kingsport, Tennessee, our
joint-venture with Eastman Chemical
Company, a world leader in the
production of acetyls. This plant adds
43,000m3 of capacity. Accsys holds
a 60% interest in the joint-venture
and Eastman 40%. Commissioning of
the new plant is well on its way. North
America is a highly attractive market
for Accsys. With the new plant Accsys
will be closer to North American
Accoya customers and have a
higher degree of product availability
and supply flexibility globally. The
combination of our recent expansion
of Arnhem and the addition of
the Kingsport plant doubles the
Company’s capacity compared to two
years ago. This is a huge milestone
and significant growth enabler for the
business.
Summary of financial
performance
Accsys delivered revenues of
€136.2m, a 16% decrease on FY23.
Macroeconomic conditions proved
challenging during FY24 for the
building materials, construction
and residential housing markets
globally, with high inflation and
high interest rates depressing
demand. Our customers entered
the financial year with higher-
than-average stock levels, having
taken the opportunity to build
up inventory following the recent
expansion of Arnhem. This,
combined with uncertain market
conditions, adversely affected our
sales volumes, particularly in Q3.
While market conditions remained
challenging, our performance
considerably improved in Q4, as
we started to benefit from our
increased investment in sales
and marketing, new distributor
relationships, strategic review
of our organisational structure
and our distributors’ stock levels
reverting to healthier levels.
Adjusted Group EBITDA at €4.8m
for the year, a decrease of €18.1m
on the prior year reflects the lower
sales volumes, increased mix of
lower margin sales for Accoya for
Tricoya and a €3m proportional
increase in the US joint venture’s
EBITDA loss as it progresses its
pre-operational activities.
As a result of cost savings measures
put in place and improved trading
in Q4, Adjusted EBITDA for FY24
was ahead of market consensus set
at the time of our interim results.
Group gross margin was 30%
(FY23: 34%), supported by
pricing resilience in the tougher
macroeconomic conditions and our
strong product proposition.
Net debt of €37.1m at 31 March
2024, a reduction of €7.0m from
31 March 2023 (€44.1m), reflects
the successful capital raise in
November 2023.
FINANCIAL STATEMENTS
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
17
Group Revenue 2020-2024
€ million
FY20
FY21
FY22
FY23
FY24
90.9
1,432
1,507
1,761
2,265
2,177
99.8
120.9
162.0
136.2
Revenue
Average Sales Price
CEO Review continued
Accoya Color
Accoya Color was launched in 2020
and since then we have seen good
growth in demand. The product is
manufactured at our site in Barry
and Accsys has rights to IP on the
colouring process.
Accoya Color’s unique proposition
is proving to be very attractive
to Accsys and customers in our
target markets, particularly in the
decking category where the surface-
to-core grey colour has a strong
design appeal as well as being low
maintenance. The product has
gained popularity in Central Europe,
North America, France and Australia
and New Zealand. This year it was
launched into the UK.
Accoya’s high level of performance
and sustainability was recognised in
several prestigious global industry
awards in FY24, including The
Architect’s Newspaper Best of
Products award for Accoya Color.
New distribution and increased
investment in sales and
marketing
The Company is once again proud
to have had its products featured
in many high-profile global projects
throughout FY24, including featuring
on buildings for brands such as ABB,
Starbucks and Lidl.
In a strategic move to accelerate
growth, we have significantly
boosted our investment in sales and
marketing and consolidated our sales,
marketing and customer service
functions, enhancing our capabilities
and expanding our reach. We have
expanded our distribution network
and markets, adding seven new
distributors globally, including two in
Belgium, one each in Greece and Italy,
and three in the USA.
To stimulate global product demand,
we are actively developing our
Approved Manufacturer Programme
(AMP), forging strong partnerships
with key manufacturers in the
window, door, decking, and cladding
sectors.
We have strengthened our North
America commercial footprint by
appointing a new Sales Director
for North America and salespeople
in the region. Alongside these
appointments, the Company has
continued to drive lead generation
and brand awareness campaigns
to promote our products to key
audiences and support the sell-
through of materials downstream.
Sales review
Accoya for Tricoya
We saw continued good demand for
Accoya for Tricoya. Year on year we
saw a 14% increase in demand for
Accoya for Tricoya, driven primarily
by demand for doors, windows and
outdoor joinery.
Tricoya panels
We have revitalised the distribution
of the Tricoya panels produced by
Finsa and Medite in North America
and APAC, generating €4.1m in FY24
and tripling last year’s revenue.
Sales volume by end market
FY24
m3
FY23
m3
Change
%
UK & Ireland
11,837
14,667
(19%)
Rest of Europe
13,233
16,584
(20%)
Americas
9,285
10,574
(12%)
Rest-of-World
4,866
6,326
(23%)
Accoya for Tricoya
17,347
15,193
14%
Total
56,568
63,344
Borkum, Germany. Architects: Delugan Meissl Associated Architects
Photographer: Piet Niemann
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
18
Our commitment to responsible
sourcing and manufacturing is
recognised by leading accreditation
bodies. We continue to focus on
our goal of zero deforestation and
this year we continued to source
100% of our raw wood from FSC®
certified sources. We successfully
recertified Cradle to Cradle® (C2C)
gold certification for Accoya, as well
as being awarded ‘Platinum’ level (the
highest level) for ‘Material Health’.
Accoya, has held C2C certified status
since 2010.
C2C certification is the global
standard for products that are safe,
circular, and responsibly made.
Accoya wood is one of the very few
building products to have acquired
C2C certification on the stringent
Gold-level.
Employee development
Our company’s success is driven by
the skills, experience, and dedication
of our team. Recognising this, we are
deeply committed to investing in our
people and their professional growth.
In FY24, we are proud to have
provided an average of 30.5 training
hours per employee, underscoring
our commitment to continuous
development.
Additionally, we have created valuable
career development opportunities
for our senior operators through
a temporary exchange program
between our Kingsport and Arnhem
facilities. This initiative not only
supports the successful start-up
of the Kingsport plant but also
facilitates a crucial exchange of skills
and knowledge between the regions.
Health & Safety (HSE)
Accsys has set ‘Zero Harm’ as a key
target for our operations and is
committed to developing best practice
HSE across the Company. Health &
Safety is a top priority for the Board.
In FY24, we strengthened our HSE
management by forming dedicated
site-level HSE committees under the
management of the Site Directors.
These committees are actively engaged
in implementing best practices that
protect our people and environment
and ensure rigorous compliance.
Innovation and supply chain
To build resilience and mitigate
risk in our supply chain, our R&D
and supply chain teams have been
exploring alternative wood species to
Radiata pine that will be suited to our
manufacturing processes. This year
we are in the final testing stages of
Accoya Color made from fast growing
Sustainability
FSC® certified Taeda pine from
Argentina and Uruguay. We have
also significantly increased our
sourcing of FSC® certified Spanish
and Chilean radiata pine for Tricoya
production.
We are innovating to minimise our
environmental impact across our
operations, in accordance with our
Environmental and Climate Change
Policy. The Accoya USA facility
will operate a closed loop system
with acetic anhydride, reducing
emissions and ensuring circularity.
See our Sustainability Report for
a full overview of our progress
in the year. | Page 46
Outlook
The Company has made a good start to FY25. While market headwinds
in the building materials and construction industry persist and are
expected to continue until the end of the calendar year. Q1 sales for the
Company are in line with expectations.
Starting in Q2, our North American sales will gradually transition from
being supplied by our Arnhem, NL plant to our Kingsport plant (USA
joint venture). To support this shift and support the ramp up of sales
from Kingsport, we will continue to accelerate our commercial efforts
and invest in our sales and marketing, adopting a targeted approach
by segment and geography. The Company has set a target to refill the
lost capacity at Arnhem within 12 months of migrating to Kingsport on a
run rate basis, which equates to double digit growth in underlying sales
volume outside of North America during the period.
FY25 will continue to be transformative for the Company with our
successful expansion in North America and resolution of Hull. In the
coming year, we expect to leverage the benefits from greater economies
of scale associated with the ramp-up of Accoya USA in Kingsport.
The Board remains confident about the long-term potential of
Accsys and sees the opportunity to deliver approximately 100,000m3
production volume across Arnhem and Kingsport by the end of FY2027.
With the Company’s focus on driving operational excellence and
maximising the potential of two production facilities, the Company is
well placed to demonstrate long-term value creation and sustainable
cash generation.
Jelena Arsic van Os
Chief Executive Officer
25 June 2024
FINANCIAL STATEMENTS
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
19
2024
€136.2m
2023
€162.0m
FY24
FY23
Change
%
Group Revenue
€136.2m
€162.0m
(16%)
Gross Profit
€40.9m
€55.2m
(26%)
Adjusted EBITDA
€4.8m
€22.9m
(€18.1m)
Statutory (loss) before tax
(€17.1m)
(€67.1m)
€50.0m
Free cashflow
€3.7m
(€13.6m)
€17.3m
Cash
€27.4m
€26.6m
–
Net debt
(€37.1m)
(€44.1m)
–
Accoya Sales volume
56,568m3
63,344m3
(11%)
Finance Review
Statement of
comprehensive income
Revenue for the year decreased by
16% to €136.2m (2023: €162.0m),
primarily due to a 11% decrease in
sales volume, lower average sales
prices for acetic acid and the Energy
price premium (€3.9m) which was
added as a surcharge to sales
prices in the prior year to offset
the significant increase in net
acetyls costs.
Accoya sales volumes decreased
by 11% to 56,568m3, impacted by a
challenging macroeconomic trading
environment for the construction and
building materials sector, particularly
in Q3. Trading improved in Q4,
and this positive momentum has
continued into the new financial year.
Accoya for Tricoya sales volumes
increased by 14%, with revenues
increasing by 13% to €23.9m.
Accoya sales to our customers for
the manufacture of Tricoya panels
are currently used to develop the
market for Tricoya products and
now represent 31% of total Accoya
sales volumes (2023: 24%). Tricoya
panel revenue also increased by
€2.7m during the year to €4.1m
(2023: €1.4m), representing Accsys
purchasing and selling Tricoya panels
produced by our Accoya for Tricoya
customers.
Other revenue, which predominantly
relates to the sale of our acetic acid
by-product into the acetyls market,
decreased by 48% to €8.8m (2023:
€16.8m), reflecting lower acetic acid
sales prices and volumes.
GROUP REVENUE
€136.2m
(16%)
Strong pricing discipline,
working capital management
and fundraise – all actions
taken to improve our
financial position”
Hans Pauli
Interim Chief Financial Officer
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
20
2024
(€37.1m)
2023
(€44.1m)
2023
€22.9m
2024
€4.8m
These sales act as a partial hedge
to acetic anhydride costs which
also decreased during the year.
Net acetyls costs (proportional
combination of acetic anhydride cost
and acetic acid sales price) decreased
on the prior year.
Raw wood input costs were higher
year on year, with higher wood mix
costs in addition to moderately
higher average wood prices.
Cost of sales decreased by 11%, with
11% lower sales volumes and higher
raw wood costs being partially offset
by lower acetic anhydride costs.
Gross profit of €40.9m was 26%
lower than in the prior year (2023:
€55.2m) and gross profit margin fell
by four percentage points to 30%.
The lower gross margin reflects
an increased proportion of lower
margin Accoya for Tricoya sales and
our use of higher-cost appearance
grade wood for Accoya for Tricoya
production during H1 FY24 as we
have sought to continue to lower
inventory levels which increased
during 2022 in anticipation of the
start-up of reactor 4. In H2 FY24
we returned to using less expensive
Spanish radiata pine and other wood
chip grade wood for Accoya for
Tricoya production.
Underlying other operating
costs (excluding depreciation
and amortisation) increased from
€31.6m to €32.3m. This is due to an
increase in Tricoya UK’s operating
costs compared to the prior year
(€0.9m) due to ongoing running
costs being treated as operating
expenditure in the year following
the introduction of Tricoya UK’s hold
period in H2 FY23. It is also the result
of increased investment in sales &
marketing partially offset by lower
administrative operating costs as a
result of the business transformation
programme.
Depreciation and amortisation
charges increased by €1.3m to €9.6m
following commercial production
from reactor 4 in September 2022.
Underlying finance expenses
increased €1.2m to €4.4m due to
higher interest rates agreed during
the November 2023 fundraise
(explained further below), higher
market interest rates on the variable
rate borrowings during the year,
primarily before the November 2023
fundraise and interest on Tricoya UK’s
NatWest facility not being capitalised
post the introduction of the hold
period for Tricoya UK in H2 FY23.
An impairment loss (exceptional non-
cash item) of €7.0m was recognised
in the first half relating to the Tricoya
segment (2023: €86.0m) due to an
increase in the discount rate used
following an increase in market
interest rates and the Company
specific market volatility factor.
An exceptional operating cost of
€1.2m has been recognised in the
year for restructuring costs relating
to the business transformation
programme.
An exceptional financial income
of €0.2m has been recognised
related to US dollars held as
cash for investment into Accoya
USA, following the fundraise in
November 2023. This treatment
did not meet the requirements for
hedge accounting under IFRS 9,
Financial Instruments, and therefore
the foreign exchange gain on the
revaluation of the US dollars has been
accounted for in Finance Expenses as
an Exceptional item. This treatment
is similar to the prior year where an
exceptional income of €1.4m was
recognised.
ADJUSTED EBITDA
€4.8m
(€18.1m)
NET DEBT
(€37.1m)
+€7m
FINANCIAL STATEMENTS
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
21
Finance Review continued
An exceptional financial gain of €0.3m
has been recognised in relation to
the revaluation of the Value Recovery
Instrument (“VRI”) (see note 23).
Accsys’ share of its US joint venture
(Accoya USA LLC) net loss, which
is accounted for using the equity
method, increased by €3.1m to €4.1m
(2023 loss: €1.0m) as the entity
increased its pre-operating activity
through the year as it progresses
towards commercial operations in
summer 2024.
Adjusted EBITDA (Group EBITDA
before exceptional items and
including 60% of the US Joint
venture’s EBITDA) decreased by
€18.1m to €4.8m due to the lower
gross profit generated, referred
to above and a €3m proportional
increase in the US Joint venture’s
EBITDA loss as it progresses its
pre-operational activities.
Underlying loss before tax increased
by €20.4m to €9.4m (2023: profit of
€11.0m). After taking into account
exceptional items (including the
impairment loss and restructuring
cost), loss before tax amounted to
€17.1m (2023: €67.1m).
The tax charge of €0.8m was lower
than the prior year (€2.8m) in line
with the lower profitability during
the year.
Underlying loss per share increased
to €0.04 per share (2023: profit of
€0.05 per share). A statutory loss per
share was recognised of €0.08 per
share (2023: €0.19 per share).
Cash flow
Cash flows generated from operating
activities before changes in working
capital decreased by €13.8m to
€8.9m (2023: €22.7m), following
the lower EBITDA generated during
the year. Free cashflow (net cash
from operating activities less capex)
improved to €3.7m inflow (2023:
€13.6m outflow) following a decrease
in capex spend in the year, partially
offset by lower cash generated from
operating activities.
Inventory levels decreased by €4.2m
with management action taken to
decrease raw material levels during
the year.
In November 2023, the Group
completed a successful fundraise,
raising new gross proceeds of circa
€24m and agreed an amendment
and extension to its bank facilities
with ABN Amro. The proceeds from
the fundraising allow Accsys to
complete delivery of the Accoya
plant in Kingsport, USA, strengthen
its balance sheet and increase
working capital headroom during
the challenging macro trading
environment experienced during the
year. The fundraise included:
• A placing and subscription of
new ordinary shares raising gross
proceeds of approximately
€13 million;
• The issue of approximately
€21 million new Convertible Loan
Notes and the refinancing and
discharge of the existing 2022
€10 million convertible loan with
De Engh BV Limited, the net
raise of €11 million of new gross
proceeds. The new convertible loan
notes have a 6 year term, carry a
fixed coupon of 9.5%, with interest
rolled up and deferred for the
first 2.5 years (see note 29 for
further details).
• The ABN Amro facilities (€40.5
million term loan and €25 million
revolving credit facility (RCF))
were extended by 18 months to
31 March 2026, and the $10 million
cash collateral previously provided
to ABN Amro was released, with
€7.5 million utilised to repay the
term loan. The amended facilities
included an amortisation holiday
until 30 June 2025, with rolled
up interest of 3% on the delayed
repayments. The term loan interest
rates were amended to vary
between 4.34% to 5.34% and
the RCF margin to vary between
3% and 4%. The amendment
included certain minimum liquidity
covenants, in addition to the net
leverage covenants and interest
covenants previously contracted.
(see note 29 for further details).
At 31 March 2024, the Group held
cash balances of €27.4m, a €0.8m
increase in the year, attributable
to the successful fundraise in
November 2023 detailed above and
positive operating cash generated
during the year partially offset by
loan repayments on the ABN Amro
term loan (€12m) which included
scheduled repayments of €4.5m and
a repayment of €7.5m referred to
above, the repayment of the €5m
previously drawn on the ABN Amro
RCF and €5m was invested into
our US joint venture with Eastman
(Accoya USA) during the year.
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
22
ACCOYA CHOSEN FOR
THE NEW DECKING
OF THE HISTORIC
SS GREAT BRITAIN
SHIP
Bristol, United Kingdom
The deck of the historic SS Great Britain in Bristol, UK is
being replaced with Accoya. The first decking boards made
from Accoya were placed on the 4th December. Expected
to take 32 weeks in total, the project will see 6,050
metres of timber being fitted. The boards will weather to
a stunning silver colour recreating the original colour of
the deck.
The new decking will help preserve the deck of the ship
and the original ironwork that sits underneath. Alongside
the vital conservation work, the project will enable
wheelchair and step-free access to every area of the ship.
Designed by Brunel, the SS Great Britain is a museum
ship and former passenger steamship that was advanced
for her time. She was the largest passenger ship in the
world from 1845 to 1854, sailing around the world 32 times.
The ship has been a visitor attraction since its return
to Bristol in 1970.
The conservation project is being carried out by
the SS Great Britain Trust, funded by Arts Council
England through the Museum Estate &
Development Fund (MEND). The decking
was supplied by Robbins Timber.
CASE STUDY
For more Accoya projects go online to |
www.accoya.com/uk/projects
Image credit: SS Great Britain Trust
FINANCIAL STATEMENTS
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
23
Finance Review continued
Financial position
Plant and machinery additions of
€1.8m (2023: €21.4m) consisted
primarily of maintenance capex for
the Arnhem plant.
Trade and other receivables were
at a similar level to the prior year at
€17.6m (2023: €18.1m).
Trade and other payables reduced
by €7.1m to €18.8m (2023: €25.9m),
attributable to a decrease in
operational creditors, and capex
payables following the completion of
the Arnhem expansion project and
lower activity at the Tricoya UK plant
in Hull.
Amounts payable under loan
agreements decreased to €60.2m
during the year (2023: €65.9m)
following loan repayments on the
ABN Amro loan (€12m), the net
increase in convertible loans of €11m
and following the capital raise, the
repayment of the €5m drawn on the
ABN Amro revolving credit facility
which remains available headroom.
Net debt decreased by €7m in
the year to €37.1m (2023: €44.1m)
following the successful capital
raise in November 2023, with €5m
invested into our US joint venture
during the year.
Going concern
The consolidated financial statements
are prepared on a going concern
basis, which assumes that the Group
will continue in operational existence
for the foreseeable future, and at least
for the 12 months from the date these
financial statements are approved
(the ‘going concern period’). As part
of the Group’s going concern review,
the Directors have assessed the
Group’s trading forecasts, working
capital and liquidity requirements,
and bank facility covenant compliance
for the going concern period under a
base case scenario and a severe but
plausible downside scenario.
Accoya USA colleagues on site
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
24
Group Adjusted EBITDA 2020-2024
€ million
FY20
FY22
FY23
FY24
FY21
€7.0m
€10.1m
€10.4m
€22.9m
€4.8m
The cash flow forecasts used for the
going concern assessment represent
the Directors’ best estimate of trading
performance and cost implications
in the market based on current
agreements, market experience and
consumer demand expectations.
These forecasts indicate that, in order
to continue as a going concern, the
Group is dependent on achieving a
certain level of performance relating
to the production and sale of Accoya,
and the management of its working
capital.
In both scenarios, the Directors
have assumed no commitment will be
made to complete the construction
and start-up of the Tricoya UK plant
in Hull unless the Board definitively
determines to proceed with the
project and appropriate levels of
funding arrangements are obtained
to do so. In the base scenario,
financial support is included for
ongoing care & maintenance costs,
whilst in the downside scenario, it is
assumed that the Group discontinues
its financial support in relation to the
Tricoya UK plant.
The Directors’ have also considered
the possible quantum and timing of
funding required to complete the
plant currently being commissioned
by Accoya USA LLC, and for the
initial operational working capital
requirements of the entity.
Notwithstanding that the construction
project benefits from certain
contractual measures in place with the
lead engineering, construction and
procurement contractor, Accsys has a
contractual obligation to fund its 60%
share of Accoya USA LLC on a pro rata
basis with its joint venture partner
(Eastman Chemicals Company).
The Group is also dependent on the
Group’s financial resources including
its existing cash position, banking
and finance facilities (see note 29
for details).
The Directors considered a severe
but plausible downside scenario
against the base case with reduced
Accoya sales volumes and increased
funding into Accoya USA LLC and a
reverse stress test was performed
to determine the decrease in Accoya
sales volume from the Arnhem
plant required to breach banking
covenants. The Directors do not
expect the assumptions in the severe
but plausible downside scenario or
the reverse stress test scenario to
materialise, but should they unfold,
the Group has several mitigating
actions it can implement to manage its
going concern risk, such as deferring
discretionary capital expenditure and
implementing further cost reductions
to maintain a sufficient level of liquidity
and covenant headroom during the
going concern period.
The combined impact of the above
downside scenarios and mitigations
does not trigger a minimum liquidity
breach or covenant breach at any
point in the going concern period. In
the reverse stress test, a decrease
of approximately 10% on Accoya
sales volume from the Arnhem
plant compared to an equivalent
prior year period or a decrease of
approximately 20% compared to
the equivalent base scenario period
(both excluding North American
sales which move to the Kingsport
site once operational) was required
to reach the banking covenant
breach point.
The Directors believe that while
some uncertainty always inherently
remains in achieving the budget,
in particular in relation to market
conditions outside of the Group’s
control, after carefully considering
all the factors explained in this
statement, there is sufficient
liquidity and covenant headroom
such that there is no material
uncertainty with respect to going
concern and have prepared the
financial statements on this basis.
Hans Pauli
Interim Chief Financial Officer
25 June 2024
FINANCIAL STATEMENTS
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
25
Our Products
ACCSYS PRODUCES
THREE PRODUCTS
Find out more online | www.accoya.com
Find out more online | www.tricoya.com
Accoya is our acetylated solid wood product brand.
It is the world’s leading high performance sustainable
wood brand, sourced from fast growing, FSC® certified
forests. It is both highly stable and resistant to rot, with
properties that match or exceed those of the most
durable tropical hardwoods, plastics, and other non-
renewable alternatives. Ideal for use across numerous
internal and external applications, Accoya’s primary
applications are windows, doors, decking and cladding.
Accoya Color brings all the high performance and
sustainability benefits of Accoya wood in a stunning grey
colour. It is highly stable due to the minimal movement
of Accoya wood in different weather conditions. This
stability makes it the ideal decking or cladding material.
As it is coloured through to the core, the grey colour
cannot flake or wear off. This makes it long lasting and low
maintenance, without the need for coatings or further
treatments, saving time and money in the long run. Like
Accoya, Accoya Color is non-toxic and one of the few
building products to be Cradle to Cradle® Certified Gold
for its circular economy benefits.
Accoya for Tricoya is the principal ingredient used by our
licensees to manufacture Tricoya panel products with
enhanced properties: exceptional durability, very high
dimensional stability and ideal for use in wet environments
internally or externally. These properties open countless
opportunities for specifiers, architects, joinery
manufacturers and product designers.
WARRANTY FOR
50years
ABOVE GROUND AND
25 YEARS IN GROUND
OR FRESHWATER
ACCOYA IS
Cradle to Cradle
Certified®
AT THE GOLD LEVEL FOR ITS
CIRCULAR ECONOMY BENEFITS
REDUCTION OF OVER
75%
IN SWELLING CAUSED
BY MOISTURE UPTAKE
CERTIFICATION
DEMONSTRATING
LEADING SUSTAINABILITY
CREDENTIALS
Accoya comparison chart
Accoya
Sapele
Oak
Meranti
Iroko
Redwood
Lifespan
✓ ✓ ✓
✓ ( ✓)
✓ ( ✓)
✓ ( ✓)
✓ ✓
✓
Warranty
✓ ✓ ✓
N/A
N/A
N/A
N/A
N/A
Coatings performance
✓ ✓ ✓
✓ ✓✓
✓
✓
✓
✓
Thermally insulated
✓ ✓
✓
✓
✓
✓
✓ ✓
Maintenance intervals
✓ ✓ ✓
✓ ✓
✓
✓
✓
✓
The number of ticks (1–3) are an indicative scale with one tick being the
worst and 3 ticks being the best.
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
26
FEWER CALL
BACKS
WIDE
BOARDS
25 & 50 YEAR
WARRANTIES
NATURAL
WOOD
LOW
ENVIRONMENTAL
IMPACT
BESPOKE
OPTIONS
LONG
SERVICE LIFE
NON
TOXIC
HIGHLY
STABLE
LOW
MAINTENANCE
SUSTAINABLY
SOURCED
FOR ALL
CLIMATES
IDEAL FOR
COATING
WORLDWIDE
ACCREDITATION
HIGHLY
DURABLE
MULTIPLE
FINISHES
100%
RECYCLABLE
PERFORMANCE
Our products are defined by three sets of credentials: performance, finish, and sustainability. It is with this
combination of product attributes that we seek to delight our customers and stand apart from the competition.
FINISH
SUSTAINABILITY
DECKING
For low maintenance
decking that withstands
wear and tear in any
climate, Accoya is the
answer. With superior
stability compared to
traditional decking
materials, Accoya
combines the charm
of real wood with
exceptional performance
credentials.
WINDOWS
Classic looks with
contemporary
performance: Accoya
wood window frames
deliver all the benefits
and beauty of natural
wood with none of the
downsides: superior
thermal insulation,
minimal upkeep, maximum
stability, durability and
sustainability.
DOORS
Industry-leading stability
means that our products
won’t shrink and swell
like other wood: reducing
the chance of doors
sticking or jamming
in wet conditions and
helping coatings last far
longer before cracking
or peeling. Accoya
and Tricoya provide
compelling advantages
for all kinds of exterior
doors.
CLADDING
Form and function
combine perfectly as
Accoya and Tricoya give
designers, specifiers,
woodworkers, architects
and property owners a
material with boundless
creative possibilities,
world- leading
sustainability credentials
and best-in-class long-
term performance.
Product applications
Our products encourage manufacturers, architects, specifiers and consumers to make sustainable building
material choices on multiple global applications, without compromising on performance.
FINANCIAL STATEMENTS
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
27
Our Market
A SIGNIFICANT
GROWTH OPPORTUNITY
Overview
Accsys’ products are positioned
within the global wood products
market, the global wood products
market size is expected to grow
from $805b in 2024 to $1,054b in
2028 with a CAGR of 7%. (Source:
The Business Research Company).
Our products outperform competing
materials most strongly when used in
an outside environment.
They compete with the high value end
of the outdoor wood market.
Accoya and Tricoya offer market-
leading warranties and service life,
along with sustainability credentials
that make them particularly attractive
in an increasingly environmentally
responsible world.
Targeted segment
penetration
With products that could be described
as disruptive to existing materials, we
have focused on developing regions
and product applications which will
support sustainable growth.
The majority of Accoya sales are to
a global network of timber distributors,
many of whom are long-standing
customers, which in turn supply a
variety of industries, principally for
joinery (windows and doors), decking
and cladding. Accoya is primarily
selected for use by architects,
manufacturers and specifiers for its
high-performance characteristics.
Tricoya panels are manufactured using
Accoya for Tricoya from Arnhem.
Agreements have been secured with
Finsa and Medite, who use the Tricoya
acetylated wood elements in place
of traditional wood chip feedstock to
create, market and sell Tricoya panels.
Sales of Tricoya panels have increased
significantly each year since Medite
introduced them to the market in
2012, being used both in place of
‘traditional’ panels and in applications
where wood panels would not have
previously been feasible.
Focus
Our focus on selling to our
distributors and marketing to the
wider industry has proven to be
a successful route to establish
our products in the market as we
challenge traditional preconceptions
about material choice.
We have built and developed strong
relationships with our distributor
networks in key territories. We are
committed to developing these
relationships through training,
support and engagement with
both our distributors and their
manufacturing customers. As a
result, we can develop brand and
product advocates throughout the
value chain.
56,568m3
ACCOYA SOLD IN THIS
FINANCIAL YEAR
Holzpur AG building, Switzerland. Architects: Büchler & Scheidegger
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
28
Demand drivers
There are three main of drivers of demand for our products:
1
Performance
Our products are most frequently chosen for
their characteristics, quality and performance
across all climate extremes, often resulting in
low total cost of ownership across the product
lifetime. This is fundamental to our proposition.
This competitive advantage against other
woods and non-wood materials means we
believe we can grow faster than the market
through market penetration and share gains.
3
Megatrends
Sustainability
The built environment is responsible for almost
40% of global carbon emissions. In addition to
decarbonisation, the ‘Race to Zero’, and setting
of net zero carbon targets, there is also an
increasing focus on renewable resources to
support a circular economy. In addition, many
countries and global businesses now have
mandatory, legislative targets to be carbon
neutral by 2050.
Shifting consumer priorities
Consumers in our geographic end markets
continue to shift towards products that have
a lower environmental impact, from shopping
bags and drinking straws to the cars we drive.
The trend is the same in the built environment:
around the world we can see evidence of mass
timber buildings using renewable, carbon-
storing wood in place of concrete and steel.
Lifestyle changes
Socio-economic changes are driving a
cultural shift in expectations for residences
and commercial buildings and there is an
increasing demand for high performance and
low maintenance wood products suitable for
outdoor use.
2
Construction and redevelopment
Rising GDP per capita, economic development
and higher standards of living are fuelling
construction, the principal driver of wood
consumption, across the world. Our
products are used in new constructions and
in the refurbishment, redevelopment and
remodelling of commercial and residential
buildings and projects.
Underlying drivers include rising standards
around expectations of building usages,
performance and design, and regulatory
changes (notably building safety, maintenance,
sustainability and energy performance).
FINANCIAL STATEMENTS
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
29
FINANCIAL STATEMENTS
The value we create
Our Business Model
CREATING NEW
OPPORTUNITIES FOR
THE BUILT ENVIRONMENT
What we do
We enhance the natural properties of wood to make high performance building products that are extremely durable
and stable, opening up new opportunities for the built environment. Our activities also focus on the strategic expansion
of our business to capture the substantial global market opportunity we believe is achievable with our products.
We are committed to zero
deforestation and source our
raw wood timber from certified
sustainable, well-managed and
fast-growing forests through wood
mills and wood chip suppliers in New
Zealand, Spain, Chile, Uruguay and
Argentina (e.g. Forest Stewardship
Council® (CO12330) wood sources).
We work with acetyls providers to
source acetic anhydride and sell-back
acetic acid, our reusable by-product
into the market. Around half of this
acid is recycled back into acetic
anhydride, closing the loop on our
production process.
We manufacture our wood products
using our proprietary, wood
acetylation process at our existing
plant in the Netherlands.
We work with a network of global
distributors to get our sustainable
wood products to our customers,
who utilise Accoya and Tricoya
materials to create branded products
such as windows, doors, decking,
cladding, façades and other external
applications.
Customers
Providing high performance and
sustainably sourced solutions
Trusted long term relationships to meet
our customers’ needs
Colleagues
Rewarding careers
A safe and diverse working environment
that support equal opportunities
Suppliers
Strong and trusted relationships
A collaborative approach to supporting
our suppliers’ businesses and growing
together
Forest Stewardship
Council® (FSC) certified
Outputs
56,568m3
Accoya wood sold this year
€136.2m revenue
45 countries
in which we hold c.334 patent
family members
Responsible sourcing
Proprietary
product
manufacturing
Global sales and
distribution
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
30
Business Partners
Business opportunities
Shareholders
Long-term value creation
Community and the
environment
Giving the world a choice
to build sustainably
Creating local jobs
Building new plants
and optimising
existing sites
R&D and
patented
technology
A partnership
approach
Accoya USA
Joint venture with Eastman
in Kingsport, Tennessee
We develop and optimise existing sites
and processes to benefit from existing
skills and leverage operational and
financial scale.
We identify new international
locations and appropriate partners to
develop additional capacity in order
to meet our longer-term growth
potential in global markets. Our
second production plant in Kingsport,
Tennessee, USA as part of our joint
venture with Eastman is expected to
commence production this summer.
We have developed families of
patents, providing robust protection
over our proprietary products and
processes. We continue to invest
in R&D, focused on optimising
our existing product offering and
technologies and investing in focused
technology solutions. Our brands
Accoya and Tricoya, are globally
registered trademarks, portraying our
products’ sustainable, high quality and
long-term performance.
Working with the right business
partners helps us maximise our
potential, enabling our growth to
realise the substantial global market
opportunity for our products.
€1.5m
R&D investment* in FY24
* excludes capex on new technology
MEDITE
and FINSA
Our partners who convert Accoya
for Tricoya into Tricoya wood panels
Our stakeholders
We work with our stakeholders across our
business activities. Through our business
activities we create value for stakeholders
in different ways.
Our Stakeholder Engagement report on page
64 sets out further detail on our stakeholder
relationships.
See our Stakeholder Engagement section | Page 64
Our
Stakeholders
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FINANCIAL STATEMENTS
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
31
FINANCIAL STATEMENTS
Our Strategy
SETTING THE COURSE
FOR SUSTAINABLE GROWTH
Develop our
technologies
Continue to build our
organisational capability
Deliver manufacturing
excellence
Grow product
demand
Silt Hotel and Casino, Middelkerke, Belgium. Photography: Stefan Steenkiste
The Senior Leadership Team is undertaking a
thorough review of our strategy. A full update
on our strategy will be provided in FY25.
Until then, our strategy remains aligned with
our four existing strategic pillars: Over the next
pages we outline our progress against these
pillars and focus areas going forward.
32 | Accsys Technologies PLC | Annual Report and Financial Statements 2024
Our focus
• Drive sales growth in key markets and categories
• Maintain strong customer relationships, service
and support
• Build and protect our brands
• Maximise our competitive advantage through
product performance, quality and sustainability
• Capitalise on our ideal positioning to benefit from
global sustainability and consumer megatrends
GROW PRODUCT DEMAND
Developing market opportunities to drive revenue growth
2024 Progress
• Responded to challenging market backdrop
and slow demand with investment in sales and
marketing, including adding seven new distributors
• Creation of new commercial function integrating
sales, marketing and customer service
• Investment in additional resource to create
further demand as capacity becomes available,
including strategic hire with a new North American
Sales Director
• Further increase in lead generation funnel for
Approved Manufacturers
• Good year on year growth for Accoya Color sales
volumes; new market launch in UK
• Award wins for Accoya Color – People’s Choice
in the Most Innovative Deck or Patio Product
Award, Pool, Spa, Patio (PSP)/Deck Expo 2023;
The Architect’s Newspaper – Best of Products
award for Accoya Color Grey Decking in the
Finishes and Surfaces Outdoor category
Looking forward
• More resource dedicated to sales & marketing
to create further demand as capacity becomes
available
• Continued North American sales and brand
development
• Explore new market and geographic
opportunities e.g. Middle East, Central Eastern
Europe and South America
• Continuing to support our customers to enhance
service, ensuring long term customer preference
• Further development of Accoya Color for decking
to build on positive momentum
• System Partner expansion – co-branding with
coatings, adhesives, and hardware manufacturers
• Further expansion of B2B activities including
Approved Manufacturers Programme and
collaboration with customers
Read more about Our Products | Page 26
FINANCIAL STATEMENTS
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
33
Our Strategy continued
DELIVER MANUFACTURING EXCELLENCE
Growing our global manufacturing production capacity;
doing things faster, better, and more safely
2024 Progress
• Establishment of site-based HSE Committees, with
increased review, monitoring and reporting of
safety indicators, focusing on creating a zero-harm
culture
• ‘Solid Roots’ programme in Arnhem launched to
create a mature manufacturing platform at our
largest site
• Accoya USA JV with Eastman – plant expected to
commence production in summer 2024.
• A financial partner was appointed to support with
the Tricoya Hull plant
• Implementation of wood scanning equipment
Looking forward
• Launch of Life Saving Rules – guidelines designed
to prevent serious and fatal injuries
• Commence ERP project to drive operational
excellence
• Further optimisation of our processes to maximise
production reliability
• Commercial operations at Accoya USA plant
expected summer 2024
• Resolution on Tricoya Hull plant
• Full benefit of wood scanning capabilities
Our focus
• Ensure colleague safety across all our operations
• Grow manufacturing capability and production
capacity in North America, Europe and internationally
• Optimise our plants and processes for scalable growth
• Replicate proven technology with continuous
improvements
• Partner fairly with third parties
Read more about our manufacturing expansion
in the ‘Chair’s Statement’ | Page 04
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
34
For more Accoya projects go online to | www.accoya.com/uk/projects
THE SHADY BROOK
OFFICE BUILDING
DEVELOPED BY
HALF PRICE BOOKS
Dallas, United States
Dallas-based retailer Half Price Books has
constructed a new office complex adjacent to its
flagship store on Northwest Highway. Designed
by local firm Cunningham Architects, the project
consists of four stories and 26,000 square feet
of space that will be used for a mix of office and
retail functions.
Distinctive for its Accoya wood Brise-soleil, the
architects drew inspiration from the firm’s first
commission for the bookseller, the renovation of
its flagship store, which featured the installation of
a slatted wood screen behind the store’s signage.
CASE STUDY
The Shady Brook Office Building
Architect: Cunningham Architects
Location: Dallas
Completion Date: 2023
PRODUCT DETAILS
Shady Brook building
FINANCIAL STATEMENTS
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
35
Our Strategy continued
DEVELOP OUR TECHNOLOGIES
R&D of product and process-related technologies and IP
to protect and grow our leading market position
2024 Progress
• Merger of our Global Technology Centre/R&D team
with the Quality function to drive quality (process)
improvements for Accoya and Tricoya
• Installation of new automated wood scanning
equipment in Arnhem to further improve product
quality
• Ongoing research into alternative sustainable wood
species, resulting in the development of Accoya
Color made from Taeda
• Steady production at Accoya Color plant in Barry;
improved kilning cycle time leading to higher
volume potential
• Continued IP protection, and safeguarding freedom
to operate, in various areas applicable to the
Accoya and Tricoya businesses
Looking forward
• Ongoing improvements to overall production
process efficiencies, including optimising the wood
scanning capabilities
• Longer-term research into potential for additional
product categories as overall capacity increases
• Continued development of our IP portfolio
• Continued research into, and assessment of,
alternative raw materials supply options
Read more about Innovation & Technology | Page 30
Our focus
• Pursuing process technology to enhance efficiency
• Optimising existing products
• Protecting our IP
• Sourcing responsibly
• Lowering resource use and incorporating
circular processes
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
36
THREE-DIMENSIONAL
THINKING WITH
MEDITE® TRICOYA®
EXTREME
Hampshire, UK
PC Landscapes was approached by a client in
Hampshire who was looking to revamp an entertaining
space in their garden and pool area. As part of the
renovation, PC Landscapes utilised Medite Tricoya
Extreme (MTX) to provide a cleaner contemporary feel.
Their first idea was to clad the side wall with MTX to
create a smooth backdrop that will stand the test of
time so that images can be placed against the wall.
As MTX is lightweight, the images could be hung
alongside vertical timber batons. However, as the
design progressed and the clients became more
engaged, PC Landscapes suggested extruding the
batons to create a series of vertical ‘Fins’. The design
then turned into something more three-dimensional.
The CNC Wood Company in Bordon, Hampshire created
the ‘Fin’ sections from the MTX. 10mm rebates were cut
vertically into multiple MTX sheets with a 30mm gap
between each rebate, which provided a contemporary
look to clad the remaining walls. PC Landscapes also
worked with Southampton-based company Bespoke 4
Joinery who then sealed and painted the MTX.
The 18mm thick MTX ‘Fins’ on the wall by the swimming
pool, created the impression of a 3D ellipse reducing
in size along the wall which made the feature far more
dynamic. The spaces between the ‘Fins’ were painted
green, to highlight each ellipse and white on the outer
edge so that when viewed from the front a pattern
could be seen.
CASE STUDY
Medite Tricoya Extreme
Architect: PC Landscape
Joiner: Bespoke 4 Joinery
Routing services: CNC Wood Company
PRODUCT DETAILS
I loved the potential
possibilities and was
amazed by the lifespan
of the product, which
was probably the
biggest driver to
using MTX”
Paul Cowell
Managing Director and Landscape Architect,
PC Landscapes.
FINANCIAL STATEMENTS
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
37
CONTINUE TO BUILD OUR
ORGANISATIONAL CAPABILITY
Developing our people and organisational capabilities to manage our growth
2024 Progress
• Transformed the organisation to be leaner and
more agile
• Appointment of a new CEO, with significant
experience in large capital project management,
cost management and financial forecasting
• Appointment of a new HR Director, with experience
in the building materials industry
• Continued investment in training and development
to support skills and talent pipeline
• Identified key talents within the organisation
Looking forward
• New strategy launch and review of our values and
behaviours
• Focus on creating a performance driven culture
• Continue building strong local organisations to
deliver on transformation programme
• Enhanced Employee Benefit Trust to reward high
performance and improve retention
• Launch of Technical Training Academy for
operations teams
• Improving capital project delivery: stronger project
management and contracting practices
• Employee engagement survey
• Appointment of CFO
• Ongoing progressive enhancement of processes
and management systems
Read more about our Senior Leadership Team | Page 74
Our focus
• Talent management: adding new skills and talent
• Developing our people: Leadership & Training
• Engaged workforce
• Living our values and culture
Our Strategy continued
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
38
ACCOYA CHARRED
TIMBER FAÇADE WITH
GRAD
Paris, France
An urban renewal project in the Parisian suburb of Clichy-La-
Garenne will become the largest low-carbon building in France.
The bustling 47,000m2 urban campus, known as BLACK, provides
users with a true ‘workplace of tomorrow’ by creating a sustainable
and inspiring modern workspace within commutable distance from
La Défense, Paris – the busiest business district in Europe.
Situated right beside Parc des Impressionnistes, the project’s
ethical design blends nature’s elements with unique architecture to
create a space that sits in harmony with its surroundings.
The distinctive timber cladding has undergone the Japanese charring
technique of Yakisugi. This ancient art involves burning the wood to
create a decorative and protective layer of charcoal on its surface.
By opting for a façade using Accoya timber that has been treated
using this process, the architect saved 1,000 tonnes of CO2 without
compromising on performance.
The carbon savings resulted from the fact that the initial
design had recommended the use of aluminium. The decision to
replace this with charred Accoya wood was one of a number of
material decisions made to enhance the building’s environmental
performance and credentials.
Overall, the use of low-carbon materials resulted in a saving of
3,000 tonnes of carbon1.
The charred wood façade is installed on the GRAD railing system to
combine modernity with the traditional. The GRAD system holds the
wood in place whilst remaining completely hidden to preserve the
building’s unique biophilic design.
CASE STUDY
Client: Redman
Architect: Emmanuel Combarel Dominique Marrec
Architectes (ECDM)
Area: 47,000 m2
Quantity of Accoya wood: 6740 m2
Charring: Les Brûleurs de Bois
Accoya distributor: Henry Timber
Clip system: Grad
Year: 2023
PRODUCT DETAILS
1 Please see https://alts.axa-im.com/responsible-investing/esg-strategy/black.
FINANCIAL STATEMENTS
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
39
Risk Management
HOW WE IDENTIFY,
EVALUATE AND
MITIGATE RISKS
Global companies continue to
face significant headwinds, and
identifying, evaluating, managing and
mitigating risk remains an essential
corporate activity.
Risk governance
At Accsys, the Board is ultimately
responsible for risk management.
Ongoing risk assessment is delegated
to the Audit Committee which seeks
to ensure that Accsys’ risk processes
remain focused and robust.
The Audit Committee’s Terms
of Reference ensure it has the
capability and structure to operate
independently of the Accsys
Executive Team, specifically:
• the Committee is required to
have a particular focus on Accsys’
processes for the management of
business and financial risk;
• Committee members should
have the ability to understand
key business and financial risks
and related controls and control
processes;
• the Committee is entitled to obtain,
at Accsys’ expense, independent
legal, accounting or other
professional advice on any matter it
believes is necessary to do so; and
• at least one member of the
Committee should be literate in
business and financial reporting and
control and have past experience
in finance or accounting or
other comparable experience or
background.
The current Chair of the Audit
Committee is Roland Waibel. Roland
is an experienced Non-Executive
Director and has had a long executive
career which included group finance
director roles at large multinational
organisations, which means he has a
deep understanding of business and
financial risk and related controls and
control processes.
Accsys also has an executive-led Risk
Committee which reports to the Audit
Committee on risk management within
Accsys’ business and operations.
Accsys’ Risk Committee meets at least
quarterly and is comprised of several
members of the Senior Leadership
Team. The Risk Committee conducts
regular and structured reviews of risk,
which it then reports to, and further
reviews and discusses with, the Audit
Committee. The Audit Committee then
seeks to ensure that risks have been
suitably identified and evaluated with
appropriate mitigation plans in place.
The Risk Committee maintains a
detailed risk register and seeks to:
• identify and rank key risk areas,
including existing and new risks;
• allocate a Senior Leadership Team
member with day to day oversight
of each risk;
• evaluate the likelihood and impact
of each risk;
• highlight to the Audit Committee
changes in the risk register;
• identify steps that are being taken
to mitigate the risk; and
• traffic light those areas of
particular concern.
New and emerging risks
Accsys’ Risk Committee remains alert
to the presence of new or emerging
risks to the business, as well as to any
changes in the status or prevalence
of existing risks to the business. No
emerging risks were identified in the
past year.
Risk culture
As part of Accsys’ commitment to
good risk management practices,
it is focused on developing cultural
awareness of risk and embedding
good risk management practices
at all levels of the organisation.
Company initiatives that reinforce
risk culture include a requirement for
employees to complete training on
certain risk topics and the employee
annual appraisal process requires
managers to check completion
of the training by the employees.
These training modules cover:
• Data management;
• Anti-corruption;
• Market abuse; and
• Anti-slavery.
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
40
Our risk management
framework incorporates
a top-down approach,
setting the risk appetite
and identifying our principal
risks, together with a
bottom-up approach to
identify our operational risks:
All employees have a role
in the management of risk
within the Group.
A summary of the principal risks facing the Group is set out below. The below is subject to ongoing review and
change. The risks should not be read in any order of priority. The ‘Risk trend’ column indicates the risk trend in
the reporting period compared to the last Annual Report and, where appropriate, commentary has been provided
on risk trend changes.
Risk
Description
Mitigation
Risk
trend
Finance
A lack of strong financial control and planning
may adversely impact the Group, both in
respect of its short-term requirements, as well
as enabling it to complete key capital projects.
Given the Group’s size relative to the scale of
capital-intensive projects necessary for it to
meet its growth strategy, the Group may be
adversely affected by cost overruns on those
projects.
Further, if additional capital is required to fund
cost shortfalls, such additional capital may not
always be readily available, or if it is, the cost of
capital may be relatively higher.
Relevant members of the Senior Leadership
Team, with oversight from the Finance Team,
are tasked with ensuring sufficient planning and
management of demand creation, raw material
inventory management and operational production
to maximise working capital efficiency and cash
generation. In particular, the Group has implemented
and invested in additional sales, inventory and
operational planning measures to optimise capability
in this area.
Accsys has appropriate measures in place to monitor
and control operational and capital expenditure,
including appropriate KPIs which are regularly
reviewed by the Senior Leadership Team and by
the Board.
During FY24, Accsys successfully raised additional
capital to finance the completion of the Kingsport
project and the Accsys Board also held additional
meetings throughout the year to ensure an
appropriate level of focus on the Company’s financial
position. Accsys also took a number of steps to
continuously improve its FP&A capability in FY24,
including commencing an upgrade programme of
its ERP platform to further develop its control and
planning systems, which will continue into FY25.
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FINANCIAL STATEMENTS
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
41
Risk
Description
Mitigation
Risk
trend
Health,
Safety and
Environment
The Group’s manufacturing business and
operation of industrial plants involve the use of
both raw wood and certain chemicals, where
there is a risk of health, safety or environmental
(HSE) incidents at our sites such as injury,
damage, explosion, contamination, or death.
These represent ongoing risks with potentially
catastrophic impact.
Where Accsys is involved in constructing new
plants, there is also HSE risk present in the
nature of construction activities.
HSE responsibility is delegated appropriately
through the organisational line of control, with
the Group Manufacturing and Projects Director
overseeing HSE for the manufacturing business
and operations. These responsibilities are set out in
applicable HSE policies. Our simplified organisational
design has made this more transparent.
Site level HSE committees which facilitate detailed
review of HSE matters between local site managers
and senior management have been implemented.
At the newly operational site in Kingsport, which
the Group owns together with Eastman Chemical
Company in joint venture, standard operating
procedures and policies were carefully developed in
conjunction with both owners.
Our aim is to maintain and increase HSE awareness
and ensure a safety first HSE culture persists. In our
simplified organisation, reviewing this more directly
between senior management and accountable
staff will further this objective. Where appropriate
Accsys will use external support to conduct HSE risk
assessments.
Hull Plant
Failing to conclude the construction of
the new Tricoya plant in Hull, including its
commissioning and start-up, in a timely
manner, or at all, may affect the Group’s ability
to generate revenue or develop its Tricoya
business as planned.
It is possible that Accsys may not be able
to obtain funding at an acceptable and/or
necessary level and cost relative to the project
requirements.
The Board has appointed a financial advisor to assist
with its search for a strategic and/or financing
partner. Finalising the evaluation of funding options
remains a key priority for the Senior Leadership Team
and the Board. It remains a priority for the Board that
any course of action taken in respect of Hull does
not have an adverse financial impact on Accsys.
Whilst a decision on Hull is pending, the Senior
Leadership Team ensures that maintenance costs at
the plant remain within the Board’s expectations and
are funded by internally generated cash flow.
Kingsport
Plant
The successful commissioning and startup
of commercial operations of the new Accoya
plant in Kingsport, Tennessee may affect the
Group’s ability to generate revenue as planned
if commencement is materially delayed and/or
costs materially more than budgeted.
The joint Accsys and Eastman Chemical Company
team have been intensively and continually reviewing
the progress of the project. They have appointed
experienced managers to monitor progress to
ensure that the plant proceeds to commercial
production materially on time and within budget.
Risk Management continued
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
42
Risk
Description
Mitigation
Risk
trend
Licensing/
Partnering and
Protection of
Intellectual
Property
A loss of demand for technology licences or
interest in partnering with Accsys for new or
existing plants may adversely impact our ability
to realise long-term value from our IP.
Similarly, a failure of our existing business
partners, including contractors, licensees,
and suppliers to perform as expected under
our agreements could adversely impact our
financial performance.
In addition, as a business which materially
benefits from IP, the loss of confidential
information, patent rights, trademarks and
other intellectual property is a key risk. A
failure to maintain Accsys’ portfolio of IP in line
with its strategy, by patenting new inventions,
acquisition or by prevailing in any IP litigation
may have a material adverse impact on the
Group. Together these risks could weaken the
Group’s competitive advantage in its Tricoya
and Accoya businesses.
Developing strong relationships with current and
future business partners to embed a pipeline of new
business opportunities and foster key relationships
is an important focus for Accsys’ corporate
development team. Accsys’ Sales and Marketing
teams will also work with partners to help them to
grow their Accoya or Tricoya businesses.
Accsys has dedicated resource to manage its IP
which, together with external IP attorneys, are
responsible for maintaining and developing the
Group’s IP portfolio. Accsys uses confidentiality
and IP agreements when dealing with its business
partners. To mitigate risk in relation to IP protection,
training is given to employees to help ensure
awareness of the need to protect our IP.
Market and
Supply Chain
Disruption
Planned and/or unplanned macroeconomic
effects and/or specific market dislocations
may cause direct and indirect impacts on the
price and/or availability of natural gas, raw
materials and logistics. Given the relatively high
proportion of input cost attributable to acetic
anhydride and raw wood, material disruption
in these markets may adversely impact Accsys’
business.
Commentary on risk trend: During the year,
risk factors stayed at an elevated level due
to asymmetry in Accsys’ customer demand
fluctuations and relative less correlative
volume flexibility inherent in acetyl and wood
purchasing markets.
Building long-term relationships with key suppliers
of raw materials, including new and existing suppliers
of acetic anhydride, continues to be of paramount
importance to Accsys. Accsys continuously reviews
its acetyl supplier arrangements to ensure as much
optimality on acetyls as market conditions allow for.
In managing the supply chain for raw wood sourcing,
risk is mitigated through a number of supplier
screening, selection and monitoring steps and
processes. It is also a requirement that Accsys’ wood
suppliers are FSC® (or equivalent) certified. Further
information on Accsys’ approach to supply chain
risk management and biodiversity can be found on
the Sustainability and ESG section of the Accsys
corporate website.
The Group has continued testing new species of
raw wood from different geographic regions which
would be suitable for application in respect of both
Accoya and Tricoya. The Group also continued
to build up resilience in its supply chain through
further contractually binding arrangements with raw
material suppliers.
Manufacturing
The Group’s ability to generate revenue
and progress EBITDA relies heavily on its
manufacturing capability. Manufacturing
capability may be materially and adversely
impacted by operational issues, including
inadequate and/or insufficient preventative
maintenance, engineering capability,
equipment performance, activity planning, and
site level procurement practice.
During FY24, Accsys started work on a three-year
continuous improvement programme at its largest
production site, focused on people, processes
and systems. This work should support holistic
improvement in site operations, with performance
being measurable against clear operational KPIs.
FINANCIAL STATEMENTS
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
43
Risk
Description
Mitigation
Risk
trend
Talent
The potential inability to source or attract a
sufficient number of capable people, retain
sufficient numbers of people (including
adequate engagement and enablement) and
ineffective performance management and
leadership of Accsys’ people, could, if not
mitigated, have a material adverse effect on
Accsys’ ability to deliver its strategy.
The Group maintains an ability to attract and
retain skilled people through various processes
and policies under the leadership of the Group’s
HR function. In addition, Accsys values and invests
in colleague engagement and communication to
maintain a positive and motivated culture.
Detailed reviews of functional requirements aim to
ensure that the Group can appropriately resource
its organisational needs at a time of expansion.
Evaluations are carried out to identify those
functions that are of critical importance for the
Group and individuals within those functions that are
themselves critical and/or are considered of high
potential. Accsys also operates a Group-wide bonus
scheme, together with a long-term incentivisation
plan and other measures which seeks to reward,
incentivise, motivate, attract, and retain critical
personnel by way of share-based awards with
deferred vesting.
During FY24, the Group commenced a number
of initiatives to reinforce employee engagement,
including reviews of job descriptions and
establishment of management development courses.
These measures will continue through into FY25.
Sale of
Products
Accsys relies on high levels of demand for
its premium products, driven principally
by the unique qualities and sustainability
credentials that Accoya and Tricoya deliver.
A key risk for Accsys is that changes in
demand may arise out of macroeconomic
events beyond the Group’s control which may
affect end-consumers’ appetite to purchase
premium products, together with changes
in building material trends and/or increased
competitive offerings increasing the relative
substitutability of Accsys’ products. This risk
may be exacerbated by Accsys nearly doubling
its production capacity in an 18 month window
spanning FY24 and FY25.
Commentary on risk trend: During FY24 the
Company experienced a weakening in demand
for its products set against challenging
global sector conditions. Whilst Q4 FY24
showed resilient trading and Accsys has taken
mitigating actions to strengthen demand, the
macroeconomic outlook remains uncertain and
Accsys continues to see sale of products as an
upwards trending risk in light of its capacity
requirements.
The Group maintains structured Sales, Marketing
and Product Quality functions which focus on
supporting and growing our sales and customer
demand, while ensuring the quality of our products.
Research and development continues, with the
goal of increasing overall product quality by way of
enhancing quality control standards and carrying
out root cause analysis.
The Group has seen strong demand for Accoya
Color and it continues to seek to develop this
demand globally.
In FY24, the Group invested significantly in its Sales
and Marketing function and added new distribution
channels, all with a view to supporting the Group’s
sales targets.
Risk Management continued
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
44
Risk
Description
Mitigation
Risk
trend
Environmental,
Social and
Governance
(ESG),
Sustainability
and Climate
Related Risk
Through its products, Accsys offers the world
a choice to build more sustainably, and ESG
goes to the heart of what the Group does. An
inability to recognise ESG issues and mitigate
ESG risks may be materially detrimental to the
Group’s prospects as a company with strong
ESG credentials. For instance, failing to achieve
crucial environmental product credentials,
such as Cradle to Cradle® certification, could
adversely impact Accsys’ position in the market
as a supplier of superior sustainable materials.
Climate related risk is becoming an
increasingly important topic for Accsys and
other organisations. For a detailed review of
Accsys’ climate risks, please see the Climate
Disclosures Report on page 55.
Accsys has a robust approach to ESG governance
in key ESG areas including health and safety, people
and wellbeing, ensuring fair and ethical conduct,
producing and selling products that are sustainable
and sourced responsibly, controlling Accsys’ impact
on the environment, and seeking to benefit the
broader society and communities around Accsys.
For mitigation actions relating to climate related
risks, please see the Climate Disclosures Report on
page 55.
The Board engages with the Senior Leadership
Team in setting meaningful ESG and sustainability
targets. During FY24, Accsys continually focused
on ensuring awareness of upcoming legislation and
took steps to comply with frameworks such as TCFD
and disclosures such as GRI and SASB, as well as
achieving Cradle to Cradle® recertification.
In FY25, the Group is planning to commence its
review of science-based targets to ensure ongoing
appropriate management of its carbon footprint.
The Group will also continue to explore alternative
sources and regions for timber supply to mitigate
the impact of potential climate-related events.
IT
As a Company with valuable technological
IP and with manufacturing processes that
depend on IT systems, a failure of IT security,
continuity or inadequate management
information may have a serious impact on the
Group’s business.
Risks relating to IT and cybersecurity are
considered by the Audit Committee as part of
its regular review of the Group’s Risk Register.
Commentary on risk trend: Like many other
organisations, Accsys sees cybersecurity as an
upwards trending risk.
Accsys maintains a high level of IT security through
the adoption of a continuous improvement in
enterprise information and data security process,
and policy compliance. Physical device and systems
security software and industry-leading security
platforms have been implemented to monitor and
manage the continually-evolving threat landscape.
Accsys continues to develop and implement
processes and procedures to support its ongoing
operational security, in particular towards the
strategic objective of achieving ISO 27001
compliance. Approximately 90% of the Group’s IT
environment is service based/cloud hosted, and
supported by organisations which are ISO 27001
certified.
During FY24, Accsys invested in additional
cybersecurity infrastructure. Accsys continues
to conduct third-party vulnerability scanning and
analysis including simulated hacker attacks, and has
IT business continuity plans in place with disaster
recovery and incident response testing held annually.
Governance,
Compliance
and Law
A failure to maintain appropriate governance
structures or a lack of a clear business
strategy may lead to poor decision making and
operational performance. It may also increase
the risk of the Group failing to meet or stay
compliant with applicable laws and regulations.
Accsys has adopted the QCA Corporate Governance
Code and reports against it on a comply or explain
basis. In addition to the disclosures set out in this
Report and Accounts, Accsys’ current Statement of
Compliance relating to the QCA Code explains how
Accsys complies with the Code and, in turn, mitigates
risk. A copy of Accsys’ current QCA Compliance
Statement can be found on page 81.
Accsys also has dedicated legal and governance
resource, headed by the General Counsel and
Company Secretary, who is responsible for the
Group’s legal and Company secretarial affairs.
Accsys regularly monitors legal and regulatory
matters at a Group and business level, consulting
with specialist advisers as necessary.
FINANCIAL STATEMENTS
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
45
Sustainability is core
to our purpose and
strongly established
in our Company DNA.”
Dr Jelena Arsic van Os
CEO
Our sustainability strategy is based on the material issues
identified as most relevant to our stakeholders. In 2020,
we conducted our first materiality assessment to identify
the ESG factors that are most pertinent to Accsys and its
stakeholders. This comprehensive process involved direct
engagement with internal and external stakeholders
to ascertain the ESG factors they consider to be most
important. We identified ten priority material issues which
form the framework for our ESG strategy and are aligned
to the United Nations Sustainable Development Goals.
The material issues underwent thorough review and
approval by our Board.
Sustainability and climate related topics are discussed
at least annually by the Accsys Board. With ESG targets
integrated into our Executive remuneration, our approach
to these issues is a core part of both our purpose of
‘changing wood to change the world’ and our integrated
business and growth strategy.
At Accsys, we are committed to
embedding sustainable business
practices into every aspect of our
operations. Our product offering
enables the world to build more
sustainably, and our strategic focus
is on ensuring best-in-class practices
and creating positive change around
our product, people and processes.
ESG Framework
ENVIRONMENT
SOCIAL
GOVERNANCE
Material
Issues
• Sustainable and quality products
• Energy and climate change
• Responsible sourcing
• Innovation and technology
• Ecological footprint
• Health and safety
• People and wellbeing
• Society and communities
• Fair and ethical conduct
• Governance management and advocacy
Strategy
Impactful action and data-led direction
Use improved data to refine action plans and set realistic, ambitious and attainable targets
Implement and support new programmes and initiatives
Manage and reassess material issues and stakeholder priorities to ensure continued relevance
Strategic
focus areas
• Continue to focus on our product to make
it as sustainable as possible, using the most
resource-efficient manufacturing processes
and accredited to the standards that our
customers value and respect
• Commitment to Zero Deforestation
• Prioritise health and safety and create a
Zero Incident culture
• Create satisfying jobs with clear career
development opportunities to attract and
retain the best talent
• Build an inclusive culture where colleagues
can bring their whole selves to work
• Hold ourselves to the highest levels
of corporate governance standards
as well as best practice governance
around environmental and social issues,
compliance and quality
• Always conduct our business in a fair and
ethical manner
Priorities
• SBTi and Net Zero targets in place by 2030
• Maintain best-in-class product
certifications
• Zero deforestation
• Zero harm to colleagues and contractors
• Outstanding governance and compliance
SDG
alignment
CEO Introduction
Sustainability
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
46
Progress on sustainability strategy
First, we are pleased to report
that for the first time, we are
disclosing climate-related
information in accordance with
the recommendations outlined by
the Task Force on Climate-related
Financial Disclosures (TCFD).
Our comprehensive climate-related
disclosures report can be found on
pages 55 to 63. This is the result of a
significant amount of work across the
organisation to identify and assess
our climate risks, opportunities and
resilience. These insights have now
been integrated into our strategy and
governance framework, informing
our decision-making processes
and risk management systems.
This integration underscores our
commitment to addressing climate-
related risks and opportunities across
all levels of our organisation. Now
that the Company has completed its
climate scenario analysis, the Board
will review the relevant climate risks
at least annually as part of its wider
risk assessment activities.
In another step forward in our efforts
to embed sustainable business
practices, in FY24 Accsys became a
signatory of the UN Global Compact
(UNGC). As participants of the UNGC,
Accsys commits to implementing
the Ten Principles of the UN Global
Compact and to report its progress
on these efforts annually.
We need our people to be highly
engaged, motivated and performance
driven if we are to achieve our
strategic goals. We continued
to develop our learning and
development programmes in FY24
as well as offering colleagues the
opportunity to participate in our
Accoya USA exchange programme.
The programme enabled colleagues
from Arnhem and Kingsport to share
knowledge, skills and culture as well
as giving colleagues leadership and
learning opportunities. Furthermore,
to support a culture of performance
and accountability, this year we are
pleased to introduce our ‘Idea Box’
giving colleagues the opportunity
to put forward innovative ideas and
be rewarded for the ideas that are
implemented.
Engaging with societies and
communities is important to us. In
FY24, we were delighted to partner
with the designers of the National
Autistic Society Garden at the RHS
Chelsea Flower Show 2024, donating
Accoya Color for walkways and
structures in the show garden. The
durability of Accoya was important
as the garden will be permanently
rehoused in at the National Autistic
Society’s supported living centre at
Catrine Bank, Scotland.
We continue to assess and
benchmark our ESG performance
against the S&P Corporate
Sustainability Assessment. We are
pleased to report further progress
this year, achieving a 5% increase
to 45/100. Moreover, we have
maintained our position in the top
quintile of our industry sector
(Paper and Forest Products).
Looking ahead
We are committed to continuing to
drive best practice and be an ESG
leader amongst our peers. We are
now focusing on using the data we
have been collecting in recent years
to start setting realistic, ambitious,
and attainable targets based on
the Science Based Targets initiative
(SBTi) to reduce our carbon intensity
per m2 of product produced.
As part of this we will also advance
our energy management processes
and begin the journey for our Arnhem
site to be ISO 50001 certified.
With significant new reporting
requirements coming, including the
ISSB standards and the Corporate
Sustainability Reporting Directive
(CSRD), we will be furthering our
preparations to ensure that we will be
compliant with mandatory reporting
requirements and reviewing our
material issues through an updated
double materiality assessment.
We are incredibly proud of our
product eco-labels and certifications.
As these standards evolve and
become even more rigorous, we
want to ensure that we evolve our
business with them and maintain our
credentials.
Furthering the development of
our people and ensuring safe
and rewarding jobs and working
environments for all remain crucial
aspects of our strategy. Next year,
we will launch a Technical Training
Academy focused on enhancing our
people’s technical capabilities and
supporting career advancement.
We are also looking at a new
volunteering programme to make it
easier for our colleagues to volunteer
for causes relevant to our local
communities.
Over the following pages we
describe our approach, key
highlights and metrics on each
aspect of ESG as well as next steps
for FY25.
FINANCIAL STATEMENTS
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
47
Responsible
Purchaser
Timber Development UK
building a better world with wood
Sustainability continued
FY24 highlights
• Increased renewable electricity usage as a proportion
of total electricity: renewables now 76% of the overall mix,
including RECs (FY23: 63%)
• Expansion of our wood sources to include fast growing
FSC Certified® Taeda pine from Argentina and Uruguay.
Used for Accoya Color testing
• Distillation column optimisation at Arnhem through
increased automation to reduce steam consumption. Result
was an annual reduction of steam by 9% in column 1 and by
24% in column 2
• 100% recyclable packaging for Accoya Color
• Cradle to Cradle Certified®: In November 2023, Accoya was
re-awarded Cradle to Cradle Certified® at the prestigious
‘Gold’ level
• EED energy audit in December 2023 at our Arnhem site
identified opportunities to improve energy efficiency
• Enhancing production circularity: agreement with Eastman
to recycle 100% of our acetic acid byproduct produced
at Accoya USA into acetic anhydride production for our
use, saving 0.87 metric tonnes of CO2 per metric tonne of
anhydride used for Accoya USA
• Minimising impacts of raw materials sourcing: Lifecycle
Analysis (LCA) of all existing and potential acetic anhydride
supply options completed to guide future sourcing decisions
• 91% increase annual volume (m3) of Accoya offcut
reclamation being remanufactured for Tricoya
Looking forward
• Maintain 100% certified sustainable wood sources in FY25
• Implement actions from the energy audit and begin ISO
50001 certification for our Arnhem site
• Set Science Based Targets for reducing our carbon intensity
by 2030
• Process optimisation to reduce energy consumption
• Increase in-person wood mill supplier engagement
• Continue to maximise the use of raw materials and reduce
the impact of our supply chain through:
–
Expanding the use of lower grade woods for our
engineered wood products to maximise the use of forest
resources
–
Continuing to explore the use of other suitable wood
species, source locations and supply options for more
sustainable and lower impact wood sourcing
–
Ongoing evaluation of acetic anhydride supply sourcing,
reuse and recycling of acetic acid co-product
Environment
The environment is at the core of our business. Our product
enables the world to build more sustainably, and we are
committed to producing it in the most responsible and
circular way.
We continue to innovate to minimise our environmental
impact across our operations, in accordance with our
Environmental and Climate Change Policy, whilst sourcing
our raw materials responsibly. We work collaboratively with
our suppliers and forge new partnerships to ensure the
secure supply of sustainable materials.
Our products continue to meet the highest standards
of quality and sustainability by achieving third party
accreditations and certifications – while always meeting our
customers’ needs. We publish our Environmental Product
Declarations (EPDs) on accoya.com.
45,390 tCO2
SEQUESTERED IN PRODUCTS SOLD
(FY23: 50,827 TCO2)*
Zero waste to landfill (FY23: 0)
100% certified sustainable (i.e. FSC® (CO12330) wood
sources (FY23: 100%)
123 tonnes of Accoya wood off-cuts reclaimed from
manufacturers and re-processed for Tricoya (FY23: 60
tonnes)
100% suppliers screened using social and
environmental criteria (FY23: 100%)
100% of new supplier wood mills visited before supply
(FY23: 100%) and 80% of wood supply mills visited
within three years (FY23: 81%)
100% of operations subject to human rights reviews
or impact assessments (FY23: 100%)
0.12 tCO2e/m3 Scope 1 & 2 emissions intensity
(FY23: 0.12 tCO2e/m3) see Greenhouse Gas Emissions
information on page 50 for more information.
* These figures are unaudited
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
48
Moving Accoya Color to fully
recyclable packaging
ENVIRONMENT
CASE STUDY
At Accsys, we are proud that our product plays a
part in the circular economy due to it being 100%
recyclable and able to be disposed of in the same
way as non-modified wood. As the recyclability of our
products is extremely important to us, it is only right
that our packaging emulates the same core values.
Where possible, Accsys aims to minimise the use
of any packaging. However, some packaging is
necessary to ensure that our products are delivered
safely and in good condition to our customers.
Our Accoya Color product is highly resistant to the
usual negative impacts of water and exposure on
wood, but can still get wet, dirty or damaged during
storage, transport and on site. We wrap our Accoya
Color product in paper to clearly identify the brand
within our customers’ facilities, and to protect
against dirt or water uptake.
Historically this pallet wrap has not been recyclable.
In December 2023 we were delighted to switch this
wrap to a fully recyclable version that has under-
gone a pulping assessment at the BioComposites
Centre. The wrap received an overall A rating
received using the Aticelca classification system,
a recognition of cellulose-based products that are
evaluated on their level of recyclability.
Not only does this Accoya Color packaging help to
maintain the high quality of the product, but it does
so in a way that reduces waste and emphasises our
sustainable and circular economy philosophy.
Accoya Color decking, Switzerland. Photos: ©
Brunner Zimmerei Holzbau GmbH
FINANCIAL STATEMENTS
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49
Greenhouse Gas Emissions
Scope 1 & 2
Scope 1: direct emissions from company owned or controlled sources; Scope 2: indirect emissions
from the generation of purchased energy, such as electricity.
Scope 1 & 2 Greenhouse gas (GHG) emissions information
FY24 Total
FY23* Total
Scope 1 emissions
Stationary combustion
tCO2e
5,631
5,916
Mobile combustion
tCO2e
84
70
Refrigerants
tCO2e
20
–
Subtotal Scope 1
tCO2e
5,735
5,986
Scope 2 emissions location-based
Electricity
tCO2e
2,788
3,292
Scope 2 emissions market-based
Electricity
tCO2e
947
1,636
Total Scope 1 and 2 emissions market-based
tCO2e
6,682
7,622
Carbon offsets retired
tCO2e
6,003
2,843
Scope 1 and 2 emissions market based (net value)
tCO2e
679
4,779
Accoya wood product produced
m3
56,568
63,344
Scope 1 and Scope 2 emissions intensity per m3 product produced (market based)
tCO2e /m3*
0.12
0.12
Energy consumption associated with Scope 1 and 2 emissions
MWh
41,575
43,240
* The FY23 figures have been restated to reflect more accurate data now available for the Barry site. This includes an updated electricity estimate and
unit based natural gas usage data rather than spend estimates. Previous figures: Scope 1: 5,479 tCO2e; Scope 2 location based: 3,238 tCO2e; 40,296
MWh energy consumption. We use market-based emissions to calculate our GHG inventory. These figures are not subject to assurance or audit.
Sustainability continued
Changes to previous year
Scope 1 and 2 emissions saw a year-on-year decrease primarily due to lower production volumes out of Arnhem.
Use of Renewable Energy Certificates (RECs)
• Accsys purchases Renewable Energy Certificates (RECs) to green its electricity consumption and meet targets set
for our Cradle to Cradle® Certification (currently August 2023-August 2025). We currently purchase RECs to green
at least 50% of our manufacturing emissions for the two-year certification period (August 2023-August 2025). Since
this certification period runs differently to the financial year, our RECs may not directly reflect the financial year’s
electricity consumption. RECs are accounted for in the Scope 2 Market based emissions. We purchase RECs through
our energy provider in Arnhem and have a contract up to FY26.
FY24
FY23
Renewable Energy Certificates (RECs) Retired (MWh)
6,935
4,783
Scope 3 emissions reporting
• Our Scope 3 emissions can be seen in the ESG data table on our website: www.accsysplc.com/changing-the-world/
environmental-social-governance
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
50
Scope 1, 2 & 3 Emissions Methodology
• We have reported on the emission
sources required under the
Companies Act 2006 (Strategic
Report and Directors’ Reports)
Regulations 2013, as well as
other Scope 3 emissions in our
value chain.
• We set our reporting boundaries
using the equity share approach.
We report on all sites where
we have a share in equity in
the operations; this includes
100% of emissions from our
manufacturing facility in Arnhem,
the Netherlands, our Accoya Color
facility in Barry, UK, our Dallas
office, our Tricoya site in Hull, and
our London office. In FY24, we
have also included 60% of the
emissions from our joint venture
in Kingsport, which was previously
excluded from our FY23 footprint
due to its negligible emissions
impact. Accsys holds a 60%
interest in the joint venture and
Eastman 40%.
• Our Scope 2 emissions are
reported using both the location-
based and market-based
approaches, to account for the
purchase of Renewable Energy
Certificates (RECs), a market-
based instrument, for our site
in Arnhem.
• Emissions have been calculated
using the main requirements of
the GHG Protocol – Corporate
Accounting and Reporting
(revised edition) and the following
data and emissions factor sources:
IPCC 2006 Guidelines for National
Greenhouse Gas Inventories, 2007
IPCC Fourth Assessment Report,
IEA Emissions Factors (2023),
CEDA (2023), UK Government
GHG Conversion Factors for
Company Reporting (2023),
SimaPro 9.5 and EcoInvent 3.10.
For our market-based Scope 2
emissions reporting, we also use
residual mix factors sourced from
the Association of Issuing Bodies
(AIB) and Green-e.
• In 2022, we commissioned
Environmental Product
Declarations (EPD) for our wood
products. These EPDs include
Cradle-to-grave life-cycle
assessments (LCAs) and are based
on our production data. The
results from these EPDs are used
to estimate the Scope 3 emissions
associated with our products.
• We have also retired 6,003 tCO2e
of carbon credits to offset a
proportion of our GHG emissions.
The credits are Verified Carbon
Units (VCUs), certified by VERRA,
using the Verified Carbon
Standard (VCS) to recognise
emissions reductions. Additionally,
the credits are certified by
VERRA’s Climate, Community &
Biodiversity Standards (CCB) to
highlight their additional co-
benefits.
• Our net market-based emissions
totals account for purchased RECs
(Renewable Energy Certificates)
and for credits retired in the
reporting year.
Restatement position
Previous years’ emissions would be
restated if a recalculation results
in a change of more than 5% in
the previously stated emissions
total. Reasons for recalculating
could include the availability of
more accurate data, identification
and correction of errors or new
information becoming available.
In FY24 we restated our FY23
emissions as set out on page 50.
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51
Sustainability continued
30.5
TOTAL HOURS OF TRAINING AND DEVELOPMENT
PER PERSON
Zero fatalities (FY23: zero)*
1.83 Lost Time Incident Rate (LTIR) (FY23: 1.0)**
Zero incidents of discrimination (FY23: zero)
Accoya USA and Arnhem exchange programme to
share culture and knowledge
Approximately €15k worth of Accoya donated to
charity (FY23: €72,219 in cash donations was donated to
charity)
* These are all employee related metrics. Contractor related metrics can
also be found in the ESG section of our corporate website.
** Per 200,000 hours worked.
Social
At Accsys, we are committed to looking after our people and
communities by operating in a safe and supportive working
environment. We seek to have a positive social impact
through a variety of activities aligned with our business
purpose of ‘Changing wood to change the world’.
As a manufacturing company, health and safety always
comes first. We will continue to practice health and safety
excellence, improve monitoring, raise awareness of our
safety policies and strategy, and embed the importance of
health and safety in our Company culture. Our ambition is
ultimately for zero harm.
We know the best results come from people who are engaged,
motivated and have opportunities to develop. We have an
extensive learning and development programme for all
colleagues and we also give our colleagues the opportunity to
participate in an employee share plan, enabling them to share
in the success of the Company.
FY24 highlights
• Continued implementation and adoption of Digital Safety
Observation cards to make it easier and quicker to report
safety issues
• Continued commitment to Learning and Development:
Addition of two further modules in our management training
programme: ‘Building High Performing Teams’ and ‘Decision
Making’; the launch of the ‘Accsys Leadership Club’ to
develop future leaders from within
• Introduction of an Idea Box programme to encourage
colleague innovation and ideation
• Support delivered to communities through charitable
product donations (with screening criteria through the
Charity Committee), including a donation of Accoya Color
to the National Autistic Society at RHS Chelsea 2024 and
Accoya to a community garden in Heaton Moor, Manchester
Looking forward
• Focusing the business on ‘a journey to zero’ HSE incidents
• A phased approach of implementing the nine lifesaving rules
to continue
• Increased focus on operational risk assessments and
mitigation on all three elements of ESG
• Implementation of new Behavioural Competency Framework
to support new corporate strategy
• Launch of the Technical Training Academy to build technical
training competencies
• Create an online learning and development system to
facilitate training
Total
headcount
%
Male
%
Female
Non-Executive Board Members
4
75
25
Senior managers*
30
70
30
All employees
213
87
13
Note: Table reflects FY24 for Accsys. Headcount is exclusive of joint venture.
* Senior managers include our Executive Board Members, Senior Leadership
Team, and senior managers with highest levels of strategic influence for
the organisation.
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
52
Cradle to Cradle Certified® (C2C) is an
independent global standard for products that
are safe, circular and responsibly made. It helps
companies ensure the impact of their products on
people and the planet is a positive one. Companies
must reapply for C2C status every two years.
Accoya has held Gold C2C Certified® status, since
2010, highlighting the Company’s impressive
sustainable wood sourcing strategy, non-toxic
product and use of more than 50% renewable
energy in production. The separate Platinum
certification in the Material Health category
recognises that the product poses no danger to
either the environment or human health, and is the
highest possible certification level.
In November 2023, Accoya was Cradle to Cradle
Certified® at the prestigious ‘Gold’ level. It also
achieved ‘Platinum’ (the highest level) for both
‘Material Health’ and ‘Water Stewardship’. This
recognises that Accoya as a product adheres to
very high standards of sustainability, alongside
its recognised high performance and durability
credentials.
Cradle to Cradle
Certified® –
demonstrating
performance and
sustainability go
hand in hand
At Accsys, we are proud that our products are high
performing, while contributing to a more sustainable
built environment. Externally assessed accreditations
and certifications allow us to demonstrate our
sustainability attributes and ensure that we are
progressing and focusing on the right areas.
SOCIAL
CASE STUDY
FINANCIAL STATEMENTS
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53
Sustainability continued
FY24 highlights
• Qualitative Climate Scenario Analysis conducted and climate
risks and opportunities identified and integrated into our
governance structure
• First Climate Disclosures report (see page 55)
• Accsys became a signatory of the UN Global Compact (see
case study)
• Accsys scored 45/100 in the S&P Global Corporate
Sustainability Assessment – reflecting a 5% improvement
over last year’s score
• Policy review including a new Human Rights Policy and an
Environmental and Climate Change Policy
• Continued adherence to QCA Corporate Governance Code
(see page 81 for more information)
• Continuing to integrate ESG principles into procurement
practices
• Monitoring and training in relation to key governance topics,
including Anti-Bribery, Market Abuse and Modern Slavery
Fourth year of reporting to GRI and SASB
Looking forward
• Continuous improvement of Board focus on ESG
• ESG strategy refresh
• Monitoring and preparing for new reporting frameworks
e.g. CSRD and ISSB standards
Governance
We strive for first-class governance, management and
stakeholder relationships to sustain our growing scale.
We will uphold our commitment to high ethical
standards, ensuring our processes and procedures are
strengthened as we continue to grow.
Zero incidents
of bribery and corruption (FY23: zero incidents)
Zero fines and zero non-monetary sanctions from
non‑compliance with environmental laws and/or
regulations (FY23: 1*)
1 ’meet the Board’ event held for Accsys colleagues
100% relevant colleagues (including Board)
communicated with and completed refresher training
on anti-corruption policies and other key topics
(FY23: 100%)
Zero regulatory fines, sanctions or settlements (FY23:
€4,109*)
Zero direct spend on political campaigns, lobbying or
think tanks (FY23: zero)
* Relating to a small chemical spillage.
UN Global Compact
Sustainability is core to our mission of changing wood to
change the world. As well as providing customers with
products that can help them build better, we also want to
do business in the most responsible way. As a commitment
to this, in FY24 we have officially become a signatory of the
United Nations Global Compact, a voluntary leadership
platform for development, implementation and disclosure of
responsible business practices.
As participants of the UNGC, Accsys commits to
implementing the Ten Principles of the UN Global Compact
which encompass one of four themes: Human Rights, Labour,
Environment and Anti-Corruption, in order to report its
progress on these efforts annually. Accsys will benefit from
access to the UNGC’s extensive tools and resources to
engage with its employees across the globe and improve
their learning and training in sustainability.
Launched in 2000, the UN Global Compact is the largest
corporate sustainability initiative in the world, with more than
15,000 companies and 3,800 non-business signatories based
in over 180 countries, and more than 69 local networks.
GOVERNANCE
CASE STUDY
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
54
Introduction
At Accsys we are continually developing our sustainability
and ESG strategy. In recent years, monitoring and
managing the climate risks and opportunities that could
potentially impact the Company has become a key
priority to us. This is our first year in which we are publicly
disclosing these climate risks and opportunities.
We are proud to have put our first Climate Disclosure
report together which is in alignment with the Task Force
on Climate-related Financial Disclosures (TCFD). Where
possible and appropriate, we have also begun to align with
some of the International Financial Reporting Standards
(IFRS 2) requirements. To ensure alignment, this section
has been broken down into each of the four pillars of the
TCFD (Governance, Strategy, Risk Management, Metrics
and Targets).
Governance
a) Describe the Board’s oversight of
climate‑related risks and opportunities
Accsys’ Board of Directors is responsible for
overseeing Accsys’ governance framework
and all associated risks (which includes ESG
and climate-related risks). This ongoing risk
assessment at the Board level is provided through
the Audit Committee which has responsibility for
monitoring and management of the Company’s
risks, including climate-related risks (see more
in Risk Management section). All enterprise level
risks, which include climate-related risks and
opportunities are reviewed annually as part of
the Audit Committee’s risk management process
and day-to-day management of risk is delegated
appropriately throughout the organisation.
In relation to climate-related risks specifically, the
monitoring of these risks is led by Accsys’ Head
of ESG, together with other relevant colleagues.
See diagram below for more information on
how climate-related risks and opportunities are
managed at Accsys.
Climate Disclosures Report (TCFD)
Board of Directors
Audit Committee
The Board is ultimately responsible for
risk management. The Board monitors
implementation of strategies within ESG
(which includes climate risk) and initiates
changes and updates where needed. For
more information on Accsys’ Board of
Directors and a biography of each member
see page 72.
Ongoing risk assessment is delegated to the
Audit Committee which seeks to ensure that
Accsys’ risk processes remain focused and
robust. The Audit Committee is currently
made up by four Board members: Roland
Waibel (Chair), Trudy Schoolenberg, Louis
Eperjesi, Edwin Bouwman.
Senior Leadership Team
Head of ESG
The Senior Leadership Team reports directly
to the CEO. They are responsible for setting
strategic direction including the approach
to climate risk management. For more
information on our Senior Leadership Team
please see page 74.
Our Head of ESG reports directly to the CEO
and is responsible for the monitoring and
management of climate-related risks and
opportunities. External expert consultants
are also used for support.
Climate-related risks and opportunities governance structure
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b) Describe management’s role in assessing
and managing climate-related risks and
opportunities
Between September 2023 and April 2024, Accsys carried
out a qualitative climate scenario analysis to review and
identify key climate-related risks and opportunities. This
involved engaging key stakeholders at Accsys, including
Board members and senior management in workshops
to capture potential risks and opportunities across the
business. More information on the methodology can be
seen in the strategy and risk management section. This
work was led by Accsys’ Head of ESG with support by
expert climate consultants from EcoAct and oversight
from the Senior Leadership Team. Information related to
ESG and climate risk is further disclosed and monitored
through the publication of Accsys’ annual ESG data table
where the Company’s Scope 1, 2 and 3 greenhouse gas
emissions, as well as other ESG metrics, are disclosed.
These procedures and governance mechanisms enable
the Board and the Senior Leadership Team to closely
monitor the Company’s sustainability and climate-related
performance, as well as ensuring sufficient management
focus and resource allocation.
See the Governance section on page 70 for more
information on corporate policies and procedures
at Accsys.
Strategy
a) Describe the climate-related risks and
opportunities the organisation has identified
over the short, medium and long term
Through the qualitative climate scenario analysis,
Accsys has identified what its climate-related risks and
opportunities are and has highlighted the impact of them
over different time horizons. These timescales focus on
three time periods:
• Near-term: the period up to the 2030s, specifically
considering climate projection data from 2021 to 2030.
This time frame focuses on the immediate impacts
and changes that are expected to occur or begin
manifesting within this decade.
• Medium-term: extends to the 2050s, with the analysis
based on climate projection data for the period from
2021 to 2050.
• Long-term: the period beyond the 2050s, considering
climate projection data from 2050 to the end of the
century.
The identified risks table highlights what these material
risks are over these time horizons and describes the
impact of them on Accsys’ business, strategy and
financials, as well as on Accsys’ business model and
value chain.
The physical risk analysis was based on Accsys’ key
geographical regions. For physical risks, this included
Accsys’ main operational sites as well as key locations in
the supply chain. Exposure to climate hazards has been
evaluated based on information from IPCC climate models
driven by Representative Concentration Pathways (RCP)
2.6 and 8.5 scenarios. These scenarios provide insight into
potential physical risks under different future pathways.
RCP 2.6 represents a low carbon scenario, emphasising
sustainability and low challenges to mitigation and
adaptation. RCP 2.6 is the scenario that aligns most
closely with the goals of the Paris Agreement and is
consistent with keeping global temperature rise well
below 2°C above pre-industrial levels. RCP 8.5 represents
a high carbon scenario, characterised by high challenges
to mitigation and low challenges to adaptation.
Climate Disclosures Report (TCFD) continued
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
56
For transition risks, two scenarios have been applied
to understand the range of transition risks that could
be seen depending on if the business as usual or a
sustainability pathway are followed, i.e. a low and a
high carbon world. A wide number of sources were
analysed within each scenario representing different
understanding of how these scenarios might materialise.
This is required due to transition risk scenarios being
less defined and subject to different considerations and
assumptions.
Below are a list of the transition scenarios that have been
reviewed:
• The IEA World Energy Outlook 2020 Model includes the
following scenarios, covering estimated temperature
rises of 1.5°C – 3.3°C with a large focus on the
Energy Sector.
– Stated Policies Scenario (STEPS);
– Sustainable Development Scenario (SDS);
– Delayed Recovery Scenario (DRS)
– Net Zero Emissions by 2050 (NZE2050).
• The IEA Energy Technology Perspectives (2017 &
2020) Models include the following scenarios covering
estimated temperature rises of 1.5°C – 3.3°C with a
focus on Industry, Buildings, Transport and Energy. The
newer edition of the Energy Technology Perspectives
use the same scenario narratives as the World Energy
Outlook 2020 scenarios but focuses on the roll out of
low-carbon technology.
– Reference Technology Scenario (RTS);
– 2°C Scenario (2DS);
– Beyond 2°C Scenario (B2DS);
– Sustainable Development Scenario (SDS);
– Stated Policies Scenario (STEPS).
Based on the review of the wide range of scenarios, the
low and high carbon scenarios have been defined as:
• Low carbon scenario: Decarbonisation efforts are
substantially ramped up from the short term all the way
to 2050 and beyond, with increasing pressure from
employees, stakeholders, governments, businesses
and investors to reach global warming of only 1.5°C by
2050. This will take the form of increasing regulation
covering increasing reporting requirements, higher
carbon prices and wider implementation of carbon
pricing mechanisms globally, higher expectations from
businesses, larger impact on a company’s reputation
from climate inaction, etc.
• High carbon scenario: Decarbonisation efforts
remain aligned with current policies only, leading
to some efforts in the short term but there will
be no climate-related transition in the medium
to long-term. In the short term, the world may
look somewhat similar to the low carbon scenario
however, beyond the short term, there will be no
additional pressure from any stakeholder to take
action on climate change. In this scenario, Accsys’
business would mainly be affected by the physical
impacts of climate change that may materialise as a
business risk across its value chain.
The likelihood level for each risk focuses on the
evidence that the specific driver will materialise in a
specific scenario and time horizon. The probability of
exposure increasing has then been categorised into
five categories, with the percentages representing the
likelihood of an event happening in a given year:
• Remote (X <1%): Event may occur only in exceptional
circumstances
• Unlikely (1%< X <10%): Event may occur in
exceptional circumstances
• Possible (10%< X < 50%): Event could occur
at sometime
• Likely (50%< X < 90%): Event will occur at sometime
• Almost Certain (X >90%): Event will probably occur
in most circumstances
For each risk considered the level of impact has been
assessed categorised by the following assessing
impacts across finance, operations, reputation,
governance, and customer and colleague impact:
• Very Low
• Low
• Medium
• High
• Very High
A combination of desk-based research, climate
datasets and engagement with stakeholders within
the business was carried out to ensure the most
representative risk ratings for each climate risk
assessed.
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Identified Material Risks
Risk description
Risk category
Climate
scenario
and most
relevant
time
horizon
Likelihood
rating
Impact
rating
Impact description
Mitigation actions
Physical risks: Although physical risks are expected to see the biggest increase in frequency and intensity after 2050, it should be noted
that physical risks may already be directly impacting Accsys’ operations as all have already increased in frequency and intensity globally due
to climate changes. Therefore the risks posed by these hazards should not be discounted in the near and medium term.
Increased intensity
and frequency of
extreme weather events
impacting operational
sites and supply chain
Across Accsys’ operational
locations in the UK, USA
and the Netherlands, the
frequency and intensity
of all extreme weather
events is expected to
increase, potentially
causing significant damage
and disruption at Accsys’
operational sites.
Acute
High
Carbon
Long Term
(Beyond
2050)
Likely
High
Lost revenue and cost of
replacing damaged assets
Extreme weather events could
cause significant damage at
Accsys’ key operational sites
leading to significant delays,
whilst clean-up operations
take place, and/or write-off
of existing assets including
machinery, buildings and timber
stock, resulting in lost revenue
due to delays. Furthermore,
delays caused by extreme
weather events in both Accsys’
supply chain and to direct
operations all contribute to
lost revenue.
Emergency response:
Regularly review and
update emergency
response plans and flood
risk resilience.
Diversification of
suppliers: Continue
to explore alternative
sources and regions for
timber sourcing to ensure
varied geographical
supply.
Insurance review:
Regularly review
insurance coverage to
ensure it matches the
sites’ flood risk profile.
Chronic shifts in climate
impacting supply and
demand
Global temperatures are
expected to increase
due to climate change in
the coming years. This
will likely impact current
areas of forest used to
produce timber, potentially
affecting both quality
and quantity available to
Accsys.
Chronic
High
Carbon
Long Term
(Beyond
2050)
Very Likely Medium
Decreased revenue due to
increased operating costs and
decreasing availability of timber
supply
Current supplier growing
locations could no longer
be suitable due to changing
temperatures. Higher
temperatures could also lead
to previously inconsequential
pests and diseases becoming
prevalent in the regions where
Accsys’ suppliers operate,
both reducing the quality and
availability of timber. Alongside
this, the expected increased
demand for timber globally
could lead to higher costs and
reduced availability of Accsys’
key supply.
Diversification of
suppliers: Continue
to explore alternative
sources and regions for
timber supply to reduce
dependency on a
few areas.
Research: Continue to
invest in researching
different tree species that
meet Accsys’ production
needs.
Supplier partnerships:
Continue to work closely
with suppliers to support
the implementation of
sustainable practices and
enhance their adaptive
capacity.
Climate Disclosures Report (TCFD) continued
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
58
Risk description
Risk category
Climate
scenario
and most
relevant
time
horizon
Likelihood
rating
Impact
rating
Impact description
Mitigation actions
Increase in drought
periods and water stress
Across both Accsys’
operational and supplier
locations drought periods
are expected to become
more common and intense,
impacting both Accsys’
direct operations that
require water as well as
the quality and quantity of
timber supply.
Chronic
High
Carbon
Long Term
(Beyond
2050)
Likely
High
Decreased revenue due to
decreased production capacity
and increased indirect cost
During drought periods
reduced water availability could
lead to restrictions being put
in place limiting the availability
of water for Accsys’ production
processes and hence reducing
production capacity and
revenue. Decrease in water
supply at key supplier growing
locations could cause soils and
vegetation to dry out, damaging
trees and leading to reduction
in availability of good quality
timber, thus increasing raw
material prices.
Water usage efficiency:
Implement water-
saving technologies and
processes to reduce
water consumption where
possible.
Sustainable water
sources: Continue to use
non-traditional water
sources such as rainwater
harvesting or recycled
water at all sites.
Diversification of
suppliers: Continue
to explore alternative
sources and regions for
timber supply
to reduce dependency on
fewer areas.
Transition risks:
Technological Risks
New technological
solutions will need to be
leveraged by companies
to aid the journey toward
net zero. Significant capital
cost, and research and
development, is required
in order to successfully
incorporate new
technology into current
operations which could
ultimately prove to be
unsuccessful.
Technology
Low
Carbon
Near and
Medium
Term
(2024–
2050)
Likely
High
High Investment Costs and
Stranded Assets
Technological developments
in the industry may present
substantial capital and
operating risks for Accsys as
newer technologies may replace
existing ones and Accsys may
have to invest in acquiring
them for several reasons (lower
carbon emissions or energy
prices, efficiencies, etc.). Not
investing in them may leave
Accsys with higher operating
costs whereas investing in them
would lead to high capital costs
and would leave existing assets
stranded as they would have
to be retired before their full
economic lifecycle.
Efficiency investments:
Utilise findings from
EED energy audit at
Arnhem to identify and
prioritise investments
in energy-efficient
technologies that reduce
overall consumption and
emissions.
Partnerships and
collaborations: Engage
with technology
providers, research
institutions, and industry
consortiums to stay at the
forefront of technological
advancements.
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59
Risk description
Risk category
Climate
scenario
and most
relevant
time
horizon
Likelihood
rating
Impact
rating
Impact description
Mitigation actions
Carbon and Energy
Pricing Risks
Global commitments have
been made to transition to
low carbon energy. High
demand for low carbon
energy could create supply
issues leading to volatility
in the market.
Alongside this many
countries are introducing
Carbon Pricing
mechanisms across
sectors, driving up costs
of materials and products
with high associated
carbon. Further costs are
likely to be incurred via
Carbon Border Adjustment
Mechanisms (CBAM) which
aims to account for the
carbon cost of producing
imported goods.
Market/ Policy
and Legal
Low
Carbon
Near and
Medium
Term
(2024–
2050)
Very Likely High
Increased Operating Costs
Increase in the scope and
pricing of carbon emissions may
leave Accsys with increased
operating costs across its entire
value chain. Similarly, fossil fuel
energy prices may rise leaving
Accsys with a higher energy
bill, unless it transitions to more
resilient and reliable (in terms
of supply and prices) energy
sources.
Energy efficiency
improvements: Explore
ISO 50001 certification to
ensure energy efficient
processes are in place.
Explore feasibility of solar
panels at Arnhem.
Carbon pricing
strategies: Monitor
developments in carbon
pricing and if appropriate
develop strategies to
manage impact.
Supply chain review:
Implement regular
reviews of Accsys’ acetic
anhydride supply chain
to ensure that Accsys
is sourcing from the
most environmentally
sustainable suppliers with
low carbon footprints.
In Accsys’ FY24 summary of principal risks, Accsys identified climate-related risks as an identified risk for the Group.
The table above provides more specific details of potential climate-related risks identifiable at this point in time.
Climate Disclosures Report (TCFD) continued
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
60
Opportunities
Through the climate scenario analysis, several climate-
related opportunities have been identified. These were
assessed by evaluating their likelihood and impact,
providing Accsys with an understanding of their potential
materiality across different time horizons and scenarios.
Accsys’ commitment to producing sustainable products
using innovative technologies aligns with increasing
market demand for low carbon and circular building
materials. As the industry shifts towards ‘Net Zero’
building practices, Accsys’ products, which are already
recognised as low-impact alternatives and that hold
industry leading accreditations such as Cradle to Cradle
Certified® Gold, stand to see increased demand. The
drive towards sustainable construction and consumer
preferences for more sustainable materials are
megatrends driving demand for Accsys’ products (see
page 28 for more information on our market) and support
Accsys’ long-term revenue growth.
As a pioneer in wood modification, Accsys already has
a strong foothold in the market and has established
supplier relationships. By securing a stable and reliable
supply of low-carbon raw material early this gives Accsys
a competitive advantage over competitors who may face
challenges in sourcing these materials in the future when
demand, regulation or physical conditions mean these
resources are more sought after or scarce.
Accsys’ strong reputation for providing sustainable
building solutions supports it in attracting and retaining
talent that is passionate about sustainability. As society
takes strides in the transition to a Net Zero future,
employees increasingly expect the companies they
work for to take serious climate action. Given the
abundance of research demonstrating that the younger
generation has an increased expectation for companies
to be held to account on climate action, as this younger
generation becomes the core workforce, Accsys has an
opportunity to take a competitive lead against peers
through attracting and retaining talent through its
product proposition and climate action. This could lead to
increased revenues through innovation and a decrease in
hiring costs.
a) Describe the impact of climate-
related risks and opportunities on the
organisation’s businesses, strategy and
financial planning and b) Describe the
resilience of the organisation’s strategy,
taking into consideration different climate-
related scenarios, including a 2°C or lower
scenario
In Accsys’ ongoing efforts to enhance its climate
resilience and sustainability, it has assessed its
organisational resilience from a strategic standpoint.
Through this evaluation, Accsys has identified several
key material risks, featured in its Identified Material
Risks table, which include:
• Increased intensity and frequency of extreme
weather events impacting operational sites;
• Chronic shifts in climate impacting supply and
demand;
• Increase in drought periods and water stress;
• Technological risks; and
• Carbon and energy pricing risks.
Accsys is reviewing its business strategy and is
committed to developing a strategy that aligns with
global climate resilience efforts.
Resilience in a Low-Carbon Scenario
In a low-carbon scenario, Accsys’ resilience is
underpinned by its strategic focus on innovation and
market adaptation. Accsys’ products are inherently
climate-resilient, offering an alternative to tropical
hardwoods and resource intensive man-made
materials. They are also durable and long lasting
and perform well in changing weather conditions
brought on by climate change. Accsys takes pride
in the sustainable sourcing of its wood, ensuring
that it is renewable over the product life cycle. This
minimises Accsys’ environmental footprint and helps
position its products as preferred choices among
architects and customers seeking sustainable building
materials. By opting for Accsys’ products, stakeholders
actively contribute to carbon sequestration efforts
and reduce reliance on resource-intensive
alternatives. This aligns well with global shifts
towards stricter environmental regulations
and a growing consumer preference for
sustainable products. This proactive
approach positions Accsys to capitalise
on new market opportunities that arise
as industries and consumers seek
greener alternatives.
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61
Accsys is committed to further improving its resilience
through the adoption of Science-Based Targets (SBTs).
These targets will provide Accsys with clear long-term
objectives to reduce its dependency on fossil fuels.
However, even in a low-carbon scenario, Accsys will need
to diversify its sourcing strategies to include multiple
regions and suppliers in order to mitigate climate risks.
The forthcoming introduction of the Carbon Border
Adjustment Mechanism (CBAM) is anticipated to have
an effect on Accsys’ supply chain, potentially increasing
costs for Accsys’ acetic anhydride sourcing. In response,
Accsys is actively engaging with suppliers to stay ahead
of regulatory changes and optimise operational cost and
carbon efficiency.
Resilience in a High-Carbon Scenario
In a high carbon scenario, the resilience of Accsys’
strategy will depend on Accsys’ capacity to adapt to
chronic shifts in climate conditions that may disrupt both
supply and demand. Accsys will need to forecast these
shifts and adjust its business model accordingly. This
could include expanding Accsys’ operational footprint and
employing advanced predictive analytics to foresee and
mitigate potential impacts on the supply chain.
Accsys acknowledges that there is more work to be
done on this. Whilst the climate scenario analysis work
has currently focused on a qualitative analysis, in the
future Accsys will seek to include a quantitative analysis
to further determine Accsys’ resilience to the effects of
varying climate change scenarios.
Risk Management
a) Describe the organisation’s processes for
identifying and assessing climate-related risks,
b) Describe the organisation’s processes for
managing climate-related risks and c) Describe
how processes for identifying, assessing and
managing climate-related risks are integrated
into the organisation’s overall risk management
Through the climate scenario analysis, which began in
2023, certain Board members and members of the Senior
Leadership Team participated in a series of workshops to
discuss the analysis of scientific evidence of climate risks
and opportunities relevant to Accsys. The methodology
of our processes for identifying, assessing and managing
climate-related risks can be seen in the Strategy section.
Climate risks are recognised as a principal risk to Accsys
(see page 45). Although the climate-related risks have
been identified through a climate scenario analysis, the
way in which they are assessed, prioritised and monitored
is integrated into Accsys’ overall risk management
process. The way Accsys identifies, assesses, manages
and monitors risks is explained in more detail in the Risk
Management section on page 40. Accsys will continue
resourcing this work through the processes previously
described under the Governance section to ensure the
risks are managed appropriately.
Climate Disclosures Report (TCFD) continued
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
62
Metrics and Targets
a) Disclose the metrics used by the
organisation to assess climate-related risks
and opportunities in line with its strategy and
risk management process
Accsys assesses climate-related risks and opportunities
using a number of metrics. These metrics, which
encompass greenhouse gas emissions and other metrics
such as water withdrawal, are identified in the ESG data
table which is a separate standalone document on Accsys’
website. Accsys recognises the importance of accurate
and comprehensive data to ensure that it can make
appropriate strategic and risk management decisions.
b) Disclose Scope 1, Scope 2 and, if
appropriate, Scope 3 greenhouse gas (GHG)
emissions, and the related risks
See the greenhouse gas emissions table on page 50
which outlines Accsys’ Scope 1 and 2 emissions. Accsys’
Scope 3 emissions can be seen in its ESG data table on
the website.
Emissions have been calculated following the GHG
Protocol Corporate Accounting and Reporting (revised
edition) using the following data-bases: IPCC 2006
Guidelines for National Greenhouse Gas Inventories,
2007 IPCC Fourth Assessment Report; and IEA factors
(2022). Accsys also uses the UK Government GHG
Conversion Factors for Company Reporting (2022).
SECR guidance has been followed.
Publicly reporting Scope 3 emissions (which Accsys
started in 2023 but also publicly shared its 2022
emissions) ensures Accsys’ emissions disclosures are
fully aligned with TCFD recommendations.
The related climate risks associated with emissions
include: technological risks, required us to invest in more
energy efficient infrastructure or energy production; and
chronic shifts in climate impacting supply and demand,
which could impact Accsys’ raw materials sourcing and
logistics leading to the use of potentially higher carbon
raw materials or logistics. Accsys is committed to setting
out targets which are endorsed by the Science Based
Target Initiative (SBTi) across all scopes by 2030.
c) Describe the targets used by the
organisation to manage climate-related
risks and opportunities and performance
against targets
In addition to the SBTs which Accsys will set by 2030
to support it in managing climate-related risks, Accsys
also embeds metrics and targets related to climate
change into its employee remuneration. In recent
years, the variable compensation plan has included
a KPI of achieving a specific year on year increase in
the S&P Global Corporate Sustainability Assessment
(CSA). Climate risk is a key part of this and Accsys
reports various environmental metrics including
greenhouse
gas emissions.
To maintain its Cradle to Cradle Certified® standard
which Accsys holds for Accoya and Accoya Color
products, Accsys is committed to achieving 50%
electricity from renewables for its manufacturing
electricity use. Accsys has a target to increase this
annually by 1%.
In addition to this, Accsys has carbon credit targets,
where it seeks to offset 50% of its scope 1 emissions
each year. Accsys currently purchases these offsets
through Pawan wind, India which is certified by the
Verified Carbon Standard (VCS). Accsys is proud to
meet both these renewable and offsetting targets
and maintain the gold Cradle to Cradle Certified®
standard for both Accoya Wood and Accoya Color.
FINANCIAL STATEMENTS
OVERVIEW
STRATEGIC REPORT
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63
The likely consequences of any
decision in the long term
The impact of the company’s
operations on the community
and the environment
The interests of the
company’s employees
The desirability of the
company maintaining a
reputation for high standards
of business conduct
The need to foster the
company’s business
relationships with suppliers,
customers and others
The need to act fairly
as between members of
the company
In discharging their duty this year, the Directors (both individually and collectively) confirm that during the year under
review, they acted to promote the long-term success of the Company for the benefit of its members as a whole, whilst
having due regard to the matters set out in Section 172(1)(a) to (f) of the Companies Act 2006 (‘Section 172(1)’).
The following symbols a b c d e f refer to the Section 172(1) factors (a) to (f).
a
d
b
e
c
f
The Board is regularly updated
on engagement and feedback
from Accsys’ broad spectrum of
stakeholders to enable it to consider
such views during relevant decision-
making processes, taking into
account the impact of decisions on
stakeholder groups.
As part of their induction, all
Directors are briefed on their
statutory duties including Section
172(1) and can access professional
advice on these – either through the
Company or via external advisers.
During the course of the year,
key duties and other corporate
governance matters are reviewed at
Board meetings.
The table on page 66 summarises
the Group’s key stakeholders and
highlights the issues which matter the
most to them. It goes on to further
illustrate how the Board engages
with each stakeholder group and ties
in key decision making against the
Section 172(1) (a) to (f).
Stakeholder Engagement
Promoting the success of the Company for the
benefit of all its stakeholders
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
64
Board of
Directors
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Respect and value
all stakeholders
Everyone we work with and
encounter is important –
our colleagues, customers,
partners, suppliers, investors,
the community and environment
and more. We proactively
engage with our stakeholders
to understand their needs
and respond to their feedback
and the Board considers the
needs of our stakeholders in
its decision making.
See more about our business activities in our Business Model | Page 30
Private home, Germany. Architects: Delugan Meissl
Associated Architects. Photographer: Piet Niemann
FINANCIAL STATEMENTS
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
65
STAKEHOLDER GROUP
WHAT MATTERS TO THIS STAKEHOLDER GROUP
HOW THE BOARD ENGAGES
Shareholders
• Financial performance of the business
• Operational performance of the business
• Risk management
• Board composition and succession
• Long-term sustainable and profitable growth
• ESG issues relating to climate change
• Strong governance
• Annual general meetings
• Investor relations-led engagements
and presentations during the year
• The Board reviews and approves
communication that is circulated
to investors including trading
updates, Annual Report and RNS
announcements
• Investor feedback following
communication of the Company’s
full and half year results to investors
• Direct investor engagement
periodically
Suppliers and
business partners
• Terms and conditions
• Modern slavery (in the supply chain)
• Data protection/GDPR
• Relationship management
• Business conduct and reliability
• Responsible sourcing
• Business performance
• Key account management
Distributors,
customers and
consumers
• Product quality and performance
• Level of customer service and accountability
• Product availability
• Communication and regular dialogue
• Collaboration on sales and marketing
• Sustainability objectives
• Standards of business conduct
• Protection of data
• Board members meeting with key
distributors
Employees
• Health and safety (and working conditions)
• The Company’s financial position
• Learning and development opportunities
• Diversity and equality
• Pension scheme
• Impact of technology on the workforce
• Empowerment
• Having a stake in the business
• Regular communication updates
in different forms, from in-person
meetings to video conferences
and forums
• Employee feedback and questions
are actively encouraged
• Ensures appropriate whistle-
blowing platform in place
Community and
the environment
• Impact on the development, performance and
position of the Company and the Company’s
impact on climate change
• How the Company assesses climate change
expertise
• Understanding of local community, the
communities in which it operates and being a
responsible employer
• Environmental and Climate Change
Policy
• Societies and Communities Strategy
Stakeholder Engagement continued
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
66
BOARD ACTIVITY AND KEY DECISIONS
STRATEGIC PRIORITY
• Capital Raise – raising gross proceeds of c.€34.2m
• Directorate changes
• Monitoring progress on key corporate activities
• Review and approval of the full and half year results of the Company
• Review and approval of Group cost savings project
• Approval of FY25 budget
• Board oversight of Hull review process
• Review and approval of externally facilitated compliance risk assessment and
subsequent approval for Executive Team to address recommended actions
• Appointment of Chair and Non-Executive Directors
a b c d e f
• Build organisational
capability
• Develop our technology
• Monitoring key supply chain metrics and decision making
• Review and approval of the 2024 Modern Slavery Statement and review of supply
chain and business partner risk identification and mitigation
• Consolidating relationships with joint venture partners and key suppliers
a b c d e f
• Grow product demand
• Practice manufacturing
excellence
• Board monitoring of sales metrics and product quality
• Approval of significant investment in the Accsys sales and marketing team
• Participation of Directors in key regional trade shows
a c e
• Grow product demand
• Practice manufacturing
excellence
• Directorate changes
• Approval of the FY24 LTIP award to relevant employees
• Approval of allotment of shares in connection with EBT awards
• Prioritising health and safety and commitment to building a strong culture
through regular reporting of HSE matters to the Board
• Board site visits, including visit to Arnhem in March 2024 and ad hoc visits from
individual Directors to other Company sites
• Review and approval of Human Rights Policy
• Approval and roll out of core corporate compliance training
a b c d e
• Build organisational
capability
• Commitment to ensuring our product continues to have a positive impact
• Commitment to certification (in November 2023, Accoya was reawarded Cradle to
Cradle® certified Gold, and Platinum for Material Health, recognising its circular
economy benefits)
• Commitment to sourcing 100% of our wood from FSC® (or PEFC) certified
sustainable and well managed sources
• Embedding ESG into the Company’s incentivisation targets
• Approval of Company joining UN Global Compact – a non-binding United Nations
pact to get businesses worldwide to adopt sustainable and socially responsible
policies and to report on their implementation
• Board approval of amendments to Environmental and Climate Change Policy
a b d e
• Practice manufacturing
excellence
The following symbols a b c d e f refer to the Section 172(1) factors (a) to (f) on page 64.
FINANCIAL STATEMENTS
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
67
Stakeholder Engagement continued
Long-term view
The Directors aim to ensure that the business and its
values-led vision is not only a commercial success in the
short-term, but also in the long-term. The evaluation
of long-term consequences of decisions involves the
Board managing responsibly as Accsys continues to
advance technologies and solutions for a better world.
The Directors hold a strong belief that the Company has
a collective social responsibility to use and develop its
technology to make the world a better, more sustainable
place. This belief, together with health and safety, remains
a fundamental priority of the business.
In order to assess the likely consequence of a decision in
the long term, the Directors focus on Accsys’ key values
and stated purpose: ‘Changing wood to change the world’,
to ensure that strategic aims provide long-term benefits
and success for the business and its stakeholders.
Good business conduct
Accsys is committed to a policy of minimising any negative
social and environmental impact that may flow from its
activities. Such expectations are clearly communicated,
for example, in the Accsys Sustainability Report, Anti-
Corruption, Bribery and Tax Evasion Policy, Human
Rights Policy, Modern Slavery Statement and Accsys’
Whistleblowing Policy. Accsys is committed to improving
its practices for combatting and eliminating slavery and
human trafficking. The Board periodically reviews and
approves such policies and statements (where relevant) to
ensure that its high standards are maintained both within
the business and by business partners, with training
rolled out across the Group, to ensure understanding and
compliance with key principles.
Statement of engagement with other
business relationships
Delivering our strategy requires strong relationships
and alignment with suppliers, customers, distributors,
licensees and business partners, as well as investors and
other business relationships. The Company has developed
a strong network of global distributors which has seen
Accoya being sold into all continents of the world.
Important relationships with suppliers in the wood
and acetyls industries have been fostered over more
than a decade to mitigate risk and promote success.
Accsys provides training to its end-users (most
frequently joineries) and distributors in relation to
Accoya, including information for usage applications,
manufacturing, environmental and social benefits. Accsys
also maintains frequent contact with and, when possible,
visits customers to ensure regular and open dialogue.
The Company’s relationships with suppliers, and with
business partners such as Eastman Chemical Company in
relation to Accoya USA, are key elements of the success
of its business. These relationships and ventures also
create value for our partners, where the new plants
under construction will create new long-term demand
and supply opportunities for their businesses where
the sustainable nature of the finished products that
they contribute to also supports their own sustainable
development. We believe that our Accoya and Tricoya
products will serve a long-term role in replacing non-
renewable hardwoods and environmentally damaging
man-made products while crucially being able to offer all
of the attributes desired of a high-performance product.
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
68
Statement of engagement with employees
The Directors recognise that our people are key to the
success of our business.
To ensure strong and positive employee engagement,
Accsys holds regular communication updates in different
forms, from in-person meetings to video conferences on
a wide range of topics, including: health and safety; the
Company’s financial position; strategy; and updates on
project progress and team activities. Employee feedback
and questions are also actively encouraged. These
communication forums combine a strong structure with
an informal environment to facilitate and promote real
engagement and open dialogue throughout all levels and
functions of the organisation.
The Company intends to ensure that we remain a
responsible and well-regarded employer, by considering
factors from health and safety, skills and competency
development to pay and benefits, and the implications
of decisions on employees.
This Strategic Report was approved by the Board of
Directors on 25 June 2024 and is signed on its behalf by:
Dr Jelena Arsic van Os
Chief Executive Officer
Roland Waibel
Non-Executive Director
FINANCIAL STATEMENTS
OVERVIEW
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69
GOVERNANCE
70 | Accsys Technologies PLC | Annual Report and Financial Statements 2024
Corporate Governance
72
Board of Directors
74
Senior Leadership Team
75
Chair’s Statement of Governance
78
Corporate Governance
81
The QCA Corporate Governance Code (the ‘QCA
Code’) Statement of Compliance 2024
87
Audit Committee Report
89
Nomination Committee Report
93
Remuneration Report
110 Directors’ Report
113
Statement of Directors’ Responsibilities
FINANCIAL STATEMENTS
OVERVIEW
71
GOVERNANCE
STRATEGIC REPORT
Board of Directors
Trudy Schoolenberg
Dr Jelena Arsic Van Os
Non-Executive Chair
Chief Executive Officer
Appointed to the Board
1 April 2018
Background and Experience
As well as strategy and growth experience,
Dr Schoolenberg has strong operational
knowledge, gained both during her time at Shell
and thereafter at AkzoNobel.
Trudy has nearly 30 years’ experience working
for blue-chip companies in the chemicals,
engineering and high performance product
sectors, including over 20 years with Royal Dutch
Shell where she led business strategy and growth
plans for Shell Chemicals, a business unit with a
multi-billion dollar turnover.
Appointed to the Board
27 June 2023
Background and Experience
Dr Jelena Arsic van Os has over 20 years’
experience in senior executive leadership
roles in large-cap multinational companies.
Prior to joining Accsys Jelena was VP
Plastics, Coatings, Adhesives and Rubber
Performance Minerals EMEA and APAC at
Imerys SA, a global leader in mineral-based
specialty solutions. Prior to this, Jelena
held a number of senior executive positions
across the globe during her 17 years tenure
at AkzoNobel, the large-cap, chemicals and
coatings company.
Jelena has a PhD in Solid State Chemistry
from Radboud University Nijmegen,
Netherlands.
External Appointments
Trudy is currently a Non-Executive Director of:
• SPIE SA
• Elementis PLC
• TI Fluid Systems PLC
External Appointments
None
Louis Eperjesi
Non-Executive Director
(Senior Independent Director)
Appointed to the Board
14 June 2022
Background and Experience
Louis joined the Board following a successful
33 year career in the building materials
sector.
Louis brings a strong background of
manufacturing and supply of building
products in international markets, together
with commercial, strategy development,
M&A and change management experience.
He was most recently CEO of Tyman Plc and
prior to this, held senior executive roles in
Kingspan Plc, Baxi Group Ltd, Lafarge SA
and Caradon Plc.
External Appointments
Louis is currently a Non-Executive Director of:
• Trifast PLC
• Howden Joinery Group plc
• Ibstock Plc
Notes
•
Steven Salo served as a Director for the period 1 April 2023 to 15 May 2024.
•
The following Directors also served during the year reported, but stepped down from the Board
at the conclusion of the AGM in September 2023:
– Stephen Odell
– Sean Christie
– Sue Farr
– Alexander Wessels
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
72
Roland Waibel
Edwin Bouwman
Hans Pauli
Independent Non-Executive Director
Non-Independent
Non‑Executive Director
Interim Chief Financial Officer
Appointed to the Board
1 August 2023
Background and Experience
Roland joined the Accsys Board on 1 August
2023, bringing over 30 years of chemicals,
pharmaceutical, textile and process
industry knowledge and experience. He
most recently held the position of Chief
Financial Officer of Archroma Group, a
leading chemical supplier to the textile
and paper industry, between 2013 and
2022. Prior to Archroma, Roland was
the Chief Financial Officer of Omya AG
and Lonza Group AG. He also served as
Non-Executive Director of Adval Tech
Holding AG, an international supplier to
the automotive industry, between 2005
and 2020.
Appointed to the Board
12 December 2023
Background and Experience
Edwin brings over 30 years of experience
in the energy and building materials
industry and has held executive roles
at both public and private multinational
companies, including Royal Dutch Shell,
Roto Smeets N.V., CRH Plc and SHV
Energy. During his career, Edwin has
established a track record of successful
business transformation, delivering
both organic and acquisitive growth
strategies to enable substantial portfolio
performance improvement.
Edwin was appointed pursuant to a
Relationship Agreement with Teslin
Participaties Coöperatief U.A. and “De
Engh” B.V. dated 21 November 2023.
Appointed (on a non‑statutory basis)
15 May 2024
Background and Experience
Hans has held financial positions across
the banking and biotech sectors
and has significant experience in
investment, manufacturing, licensing and
distribution. Hans holds a BA in Business
Administration and has completed an MA
in Fiscal Economics from the University of
Amsterdam.
His commercial career began in the
banking sector where he worked for
various institutions including Barclays,
where he gained investment and M&A
experience. He has worked for a number
of biotech companies as Chief Financial
Officer, including Euronext-listed
Pharming Group N.V.
External Appointments
None
External Appointments
None
External Appointments
Hans is a Non-Executive Director of
BioTech VC, MedSciences.
Audit Committee
Key to Committees
Nomination Committee
Remuneration Committee
Chair of Committee
For a full list of Directors during the year | See the Directors’ Report on page 110
•
Trudy Schoolenberg was appointed Interim Chair on 12 September 2023 and was appointed permanent Chair with effect from 12 December 2023.
•
External appointments include significant or listed company appointments only.
FINANCIAL STATEMENTS
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73
GOVERNANCE
STRATEGIC REPORT
John Alexander
Jane Connor
Pablo
Steenwinkel
Stephen Cox
Nick Hartigan
Group Commercial
Director
Chief People Officer
Group Head of
Technology
Group Manufacturing
and Projects Director
General Counsel and
Company Secretary
Background
and Experience
John is responsible for all
aspects of product sales
for Accsys, managing a
team across the globe.
John has a degree in
Forestry and Forest
Products from the
University of Wales and an
MSc in Timber Engineering
from the University of
Maine, USA.
John’s career in the wood
product industry started
as technical manager at
Jeld-Wen, the world’s
largest manufacturer of
windows and doors, and
he subsequently moved to
BSW Timber, the largest
forestry and sawmilling
group in the UK.
Initially joining Accsys
as Head of Product
Development in 2010, John
became Director of Sales
and Product Development
in 2015 and in 2020
tightened the focus of his
role on sales activities and
strategy.
Background
and Experience
Jane is responsible for
all aspects of global HR,
including responsibility
for developing a
comprehensive global HR
strategy which supports
business growth and
expansion, attracts and
retains top talent and
drives high performance.
Jane joined Accsys in July
2023, having previously
worked at Wolseley Group,
Greene King plc, Kwik-Fit
and others. She has gained
comprehensive experience
working for companies
in professional services,
building materials,
manufacturing, B2B, B2C,
consumer, tech, leisure,
telecommunications and
automotive industries
where she has led multi-
award winning People
functions.
Background
and Experience
With over 20 years of
technology leadership
experience in the
chemicals industry, Pablo
started his career at
Accsys in January 2021
and is responsible for all
aspects of product and
process support and
innovation for Accsys,
leading the Global
Technology Centre (GTC),
a global team of experts
in the fields of wood
(modification) science,
chemistry, process
technology and intellectual
property development.
Pablo has an MSc in
Chemistry from the
University of Leiden (NL)
and a PhD in Chemistry
from the University
of Utrecht (NL) and
previously worked at
Zeneca Resins (now part of
Covestro), Avery Dennison
and, most recently, at Flint
Group as Senior Technical
Director Packaging Inks
EMEA.
Background
and Experience
Stephen joined Accsys
in March 2023, taking on
a newly created role. He
oversees Accsys’ global
manufacturing sites
and projects, and drives
forward operational
efficiencies. This role
supports and reinforces
Accsys’ global expansion
plans, as well as the
Company’s commitment
to, and drive for, achieving
operational and project
excellence.
Stephen spent 25 years at
the manufacturer Coats
PLC, rising to the position
of Group Manufacturing
Director. He brings a
wealth of experience
in manufacturing
transformation, strategy
and ramp up.
Background
and Experience
Nick is responsible for the
legal affairs of the Accsys
Group and is also the
Company Secretary, having
joined Accsys in 2022.
Nick has particular legal
and regulatory expertise
in corporate transactions,
capital raisings (equity and
debt), lender management
and complex litigation.
Nick qualified at a leading
UK international law firm.
He has gained extensive
experience working with
or for companies in the
oil and gas, construction,
building materials and
manufacturing sectors.
The Senior Leadership Team includes the Chief Executive Officer, the
Chief Financial Officer and the following individuals:
Our Senior Leadership Team (SLT) comprises a group of leaders who are experts in their fields with a broad
range of specialism and sector knowledge. Together, they drive and manage Group activities and are committed
to ensuring we deliver on our plans for growth and commercial success. Their hard work, commitment and
specialist advice has supported the growth of Accsys Technologies PLC.
Senior Leadership Team
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
74
The Board of Directors
The year ending 31 March 2024 has seen
a period of evolution and transition for the
Board. In 2023 we welcomed Steven Salo to
the Board as Chief Financial Officer on 1 April
2023 and Jelena Arsic van Os joined the Board
on 27 June 2023 becoming Chief Executive
Officer on 1 July 2023. Following the departure
of Stephen Odell who stepped down as Chair
at the conclusion of the AGM on 20 September
2023, I was appointed Interim Chair and,
after due process, including consultation with
shareholders, I was appointed permanent Chair
on 12 December 2023.
In addition, after serving for nine years, both
Sean Christie and Sue Farr stepped down
from the Board at the conclusion of the 2023
AGM, and due to increases in his executive
commitments, Alexander Wessels also stepped
down at the conclusion of the 2023 AGM.
On behalf of the Board, I thank each of the
outgoing Directors for their dedication and
service to the Company.
In line with our commitment to best practice in
corporate governance and in order to improve
our efficiency in delivering profitable growth
and value for our shareholders, the decision
was taken to reduce the size of the Board and
we were pleased to welcome Roland Waibel
as Independent Non-Executive Director on
1 August 2023 and Edwin Bouwman as Non-
Independent Non-Executive Director on
12 December 2023. You can read more about
Roland and Edwin under Board Directors on
pages 72 and 73.
Since the year end, as announced on 16 May
2024, Steven Salo stepped down as Chief
Financial Officer and Hans Pauli (Accsys’
Director of Corporate Development) will act as
interim Chief Financial Officer whilst a search is
underway for the Chief Financial Officer role.
Chair’s Statement of Governance
By working towards
our purpose, acting in
accordance with the QCA
Code and our values, and
by pursuing our strategy,
we aim to grow both our
business and our positive
impact on the world.”
Trudy Schoolenberg
Non-Executive Chair
Dear Shareholder,
I am delighted to introduce this Governance Report
for the year, my first as Chair. I would like to express
my thanks to Stephen Odell, my predecessor for his
dedicated service to the Company and leadership of
the Board during the last three years.
This Governance section of the Annual Report
and Financial Statements sets out our governance
framework, detailing how the Board operates in
compliance with the ten principles of the Quoted
Companies Alliance Corporate Governance Code
in order to support the Group in maintaining high
standards of corporate governance, help to deliver
its strategic goals and ultimately, achieve long-term
success for the benefit of all stakeholders.
FINANCIAL STATEMENTS
OVERVIEW
75
GOVERNANCE
STRATEGIC REPORT
On behalf of the Board, I thank Steven for his service and
contribution to Accsys during a challenging period for the
Company and wish him all the best for the future. I am also
grateful to Hans for supporting the Company during this
transitionary phase.
It has been another full and busy year for the Board,
whilst we embedded our new CEO and finalised the
appointment and induction of our new Non-Executive
Directors (NEDs). Throughout this transitional period,
the Board has remained focused on working together to
provide agile and resilient decision making whilst ensuring
an appropriate level of scrutiny in order to achieve the
Company’s purpose for the benefit of all stakeholders.
As part of aligning the Board’s activities with the
Company’s needs, the Board took the decision in FY24
to stand down the Board-level Health, Safety and
Environmental (HSE) Committee. This step has allowed a
greater focus on HSE issues at site level whilst the Board
still retains responsibility for HSE policy and oversight.
Finally, the Board, as a whole commits a significant amount
of time to ad hoc Board meetings, site visits, the induction
process for new NEDs and general information sessions,
in addition to the scheduled meetings for the year,
further reflecting the passion and determination of the
Board in ensuring the long-term sustainable success of
the Company. See the Directors’ Report on page 110 for
further information.
Board performance
In accordance with good governance practice, we
undertake an annual evaluation to ensure that the Board,
and its Committees and individually, each Director
is performing effectively. During the year, the Board
participated in an internal Board effectiveness review
and the key actions identified will be implemented during
the coming months. Details of the recommendations
and actions taken are set out on page 92. Following
the Board's compositional changes, our focus will be
on continuing to establish relationships both across
the Board and with the Senior Leadership Team and
strengthening cohesiveness to ensure the Board works
together as effectively as possible to achieve long-term
sustainable success of the business and ultimately to
guide the business into the next phase of growth as we
continue with our purpose of changing wood, to change
the world.
Environmental, Social and Governance (ESG)
The Group understands that ESG is a vital area of focus
for both our shareholders and stakeholders. Sustainability
in particular is at the very heart of what we do as a Group.
The Board is deeply aware of the Group’s impact on the
environment and the communities in which we operate
and the Board regularly engages with and discusses
ESG topics. We are committed to reducing our impact
on climate change and responsibly sourcing sustainable
quality products.
Please see pages 46 to 54 for further details of our FY24
ESG performance and outlook for FY25. We have also, for
the first time, conducted a qualitative scenario analysis to
identify our climate related risks, the results of which you
can read more about in our Climate Disclosures Report on
page 55.
Quoted Companies Alliance Corporate
Governance Code (the QCA Code)
Accsys has adopted the QCA Code and follows and
reports against it on a comply-or-explain basis. We explain
how we have complied with the QCA Code throughout
the year reported on pages 81 to 86. For further detail on
each section please refer to the Statement of Compliance
of the QCA Code which can be found on our website at
www.accsysplc.com.
As a Company we have a strong purpose and values which
shapes relationships with our stakeholders from our
employees to our distributors, licensees and others. We
want to ensure that our business is not only a commercial
success, but is also run in a responsible fashion.
Corporate governance and social responsibility lies at the
very core of our business and remains a key focus for the
Board. The Board believes that good governance plays a
key part in the Company’s ability to achieve its strategic
aims and deliver successful long-term development of
the Group. By working towards our purpose, acting in
accordance with the QCA Code and our values, and by
pursuing our strategy, we aim to grow both our business
and our positive impact on the world.
Chair’s Statement of Governance continued
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
76
AGM
We will notify shareholders about our AGM in due course,
with our intention being that it will be held in person on
25 September 2024. For further details please refer to the
AGM Notice that will be sent out to shareholders under
separate cover.
The year ahead
Looking through to FY25, the Board will be focusing
on reviewing the Company’s objectives and strategy
and ensuring the Group meets its commitments to
stakeholders.
As I look ahead, I believe Accsys is a business with
tremendous opportunity, able to navigate the near-term
market challenges and capable of meeting its significant
potential and I look forward to supporting our CEO, Jelena
Arsic van Os and the wider team in my role as Chair.
Trudy Schoolenberg
Non-Executive Chair
25 June 2024
For further detail on the Board membership during the year,
see the Directors’ Report | Page 110
FINANCIAL STATEMENTS
OVERVIEW
77
GOVERNANCE
STRATEGIC REPORT
Board Leadership
The Board meets regularly and is responsible for strategy, performance, approval of major capital projects and the
framework of internal controls. To enable the Board to discharge its duties, all Directors receive appropriate and timely
information. Briefing papers are distributed to all Directors in advance of Board meetings.
All Directors have access to the advice and services of the Company Secretary. The appointment and removal of the
Company Secretary is a matter for the Board as a whole. In addition, procedures are in place to enable the Directors to
obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense.
During the year, serving Directors attended the scheduled Board meetings either by video conference or in person. In
addition to the scheduled meetings, a number of ad hoc meetings were convened including Committees of the Board
with delegated authority from the Board. There is frequent contact between all the Directors in connection with the
Company’s business, including Audit, Nomination and Remuneration Committee meetings, which are held as required
but, as a minimum, twice per annum unless the relevant Terms of Reference require more.
All Directors are subject to annual re-election by the shareholders at Annual General Meetings.
Day-to-day operating decisions are made by the Executive Directors with support from the Senior Leadership Team.
Governance framework
Division of responsibilities
Corporate Governance
Board Role
Responsibilities
Chair
• Leads the Board and is responsible for the overall effectiveness of Board governance
• Sets the Board’s agenda, with emphasis on strategy, performance and value creation
• Shapes the culture of the Board
Chief Executive
Officer
• Develops strategies, plans and objectives to propose to the Board
• Leads the organisation to ensure the delivery of the strategy
• Ensures effective communication with shareholders
• Day-to-day management of Group operations
Chief Financial
Officer
• Implements the Group financial strategy
• Supports the Chief Executive Officer in the delivery of the strategy
• Oversees financial reporting and internal controls
Non-Executive
Directors
• Demonstrate independence and impartiality (INEDs only)
• Bring experience and special expertise to the Board
• Constructively challenge the Executive Directors
• Monitor the delivery of the strategy within the risk and control framework set by the
Board
• Monitor the integrity and effectiveness of the Group’s financial reporting, internal
controls and risk management system
• Promote and support the Group’s values and commitment to high standards of
corporate governance
• Serve on the Board’s Committees (as appointed)
General Counsel
& Group Company
Secretary
• Advises the Board on best practice and corporate governance matters
• Ensures Directors receive appropriate notice of meetings and accurate and timely
information to enable them to effectively discharge their duties
• Executes all of the decisions, resolutions and changes agreed by the Board
• Provides advice to the Board of Directors as required
• Acts as liaison between the Board and Senior Leadership Team (as necessary)
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
78
Leadership structure
Board of Directors
The Board has ultimate responsibility for ensuring the long-term success of the Company by providing
leadership and direction and ensuring there is a framework of effective controls to assess and manage risk.
The Board sets the Group’s strategy, purpose, values and culture to ensure the needs of our shareholders
and other stakeholders are met.
Senior Leadership Team
The Board delegates responsibility for the delivery of the Group’s strategy
and the day-to-day operation of the business to the Senior Leadership team.
Audit Committee
Remuneration Committee
Nomination Committee
The Board delegates responsibility for certain matters to its principal committees
Directors’ attendance record
The following table shows the attendance record of individual Directors at scheduled meetings of the Board and its
Committees during the year to 31 March 2024. Directors attended a number of additional meetings throughout the
year including Board Committee meetings, Non-Executive Director only meetings and other meetings as dictated
by business need (see notes below table).
Director
Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
HSE
Committee
Attended
Attended
Attended
Attended
Attended
Dr Geertrui ‘Trudy’ Schoolenberg
8/8
3/3
5/5
4/4
2/2
Steven Salo (stepped down 15 May 2024)
8/8
n/a
n/a
n/a
n/a
Dr Jelena Arsic van Os (appointed 27 June 2023)
6/6
n/a
n/a
n/a
1/1
Stephen Odell (stepped down 20 September 2023)
4/4
1/1
n/a
2/2
1/1
Sean Christie (stepped down 20 September 2023)
3/4
1/1
2/2
1/1
n/a
Sue Farr (stepped down 20 September 2023)
4/4
1/1
2/2
1/1
n/a
Alexander Wessels (stepped down 20 September 2023)
4/4
1/1
2/2
1/1
1/1
Louis Eperjesi
8/8
3/3
5/5
4/4
n/a
Roland Waibel (appointed 1 August 2023)
5/5
2/2
3/3
3/3
n/a
Edwin Bouwman (appointed 12 December 2023)
2/2
1/1
2/2
n/a
n/a
Notes
‘x/x’ indicates the number of scheduled meetings attended out of the number of possible meetings the Director could have attended during the year.
In addition to the scheduled meetings indicated above, a further 13 Board meetings, 1 meeting of the Remuneration Committee, and 2 meetings of the
Nomination Committee were held throughout the year.
Not all Directors are members of all the Board Committees and these are recorded as n/a in the table. However, it should be noted that these Directors often
attended Committee meetings by invitation as required.
The HSE Committee was discontinued during FY24.
For biographical details of the Board and Senior Leadership Team | See pages 72 to 74
For diversity of the Board | See page 91
For Board activity | See pages 66 to 67
FINANCIAL STATEMENTS
OVERVIEW
79
GOVERNANCE
STRATEGIC REPORT
Audit, Risk and Internal financial control
The Board is ultimately responsible for overseeing and maintaining the Company’s system of internal financial control
and places importance on maintaining a strong control environment. The consideration of opportunities and risks
remains a key area of focus for the Board. The Board reviews Accsys’ risk appetite annually and regularly considers the
principal and emerging risks relevant to Accsys’ business, together with mitigations and controls. The key procedures
which the Directors have established with a view to providing effective internal financial control are as follows:
• The Company’s organisational structure has clear lines of responsibility.
• The Company prepares a comprehensive annual budget that is approved by the Board.
• Monthly results are reported against the budget and variances are closely monitored by the Board.
• The Board is responsible for identifying the major business risks faced by the Company and for determining the
appropriate courses of action to manage those risks.
• The Directors recognise, however, that such a system of internal financial control can only provide reasonable,
not absolute assurance against material misstatement or loss.
For the Audit Committee Report | See pages 87 to 88
Corporate Governance continued
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
80
The QCA Corporate Governance Code ('The QCA Code') is constructed around ten broad principles. Set out below
are the ten principles and a summary explanation of how the Company currently complies with each key principle of
the 2018 QCA Code.
In November 2023 the QCA published a revised Corporate Governance Code. Whilst the Company is not yet
required to report against these revisions, Accsys believes it is well-positioned to apply the revised key principles
throughout its business activities and practices and report on this in 2025.
Principle 1. Establish a strategy and business model which promote long-term value
for shareholders
Compliant
How this was applied
Where to find further
information in the Accounts
• The Company’s strategy is currently to:
(i) develop market opportunities to drive revenue growth by increasing the Accoya
and Tricoya volume sold and number of distributors by developing market
opportunities into core business;
(ii) grow its global manufacturing production position and production capacity in
Europe and the USA and establish new platforms in key markets in support of,
and to enable, demand growth;
(iii) develop research and development of product and process-related technologies
and IP programmes to protect and grow its leading market position; and
(iv) develop its people and organisational capacity to enable Accsys to meet its
growth objectives
• The Board’s annual schedule of agenda items ensures that the strategy and
Business Model is reviewed at least once every year. The Board has been closely
involved in the review, discussion and setting of the revised strategy.
• The programme of Board effectiveness review considers whether the Board spends
enough time on strategy and its business model.
• Decisions made in Board meetings consider key stakeholder groups and long-term
value (including for shareholders). If, and to the extent, issues come to light which
challenge the Company’s ability to meet its strategy and Board model, the Board
proactively addresses these.
Our Statement of Compliance explains, in further detail, the Company’s key strengths
which in turn, promote long-term value for shareholders.
• Business model and
strategy (pages 30
and 32)
• Company’s Corporate
Governance QCA
Compliance Statement
(pages 81 to 86)
• Strategic Report (pages
14 to 69)
• Board activity (pages 66
to 67)
• Stakeholder engagement
(pages 64 to 69)
Principle 2. Seek to understand and meet shareholder needs and expectations
Compliant
How this was applied
Where to find further
information in the Accounts
• Communications with shareholders are given high priority to ensure that our
strategy, business model and performance are clearly understood. There is regular
dialogue with shareholders, including webcast presentations after the Company’s
preliminary announcement of the year-end results, regular Regulatory News Service
announcements and trading updates.
• The Board uses the Annual General Meeting to communicate with investors and
welcomes their participation. The Chair of the Board and all Board Committee
Chairs, together with all other Directors routinely attend the AGM and are available
to answer questions from investors.
• Investor roadshows are held in the UK and Netherlands offering significant
shareholders an opportunity to discuss the business, management and strategy
of the Company with the Executive Directors. Representatives of the Company
meet regularly with shareholders. For example, during FY24, the Company met with
shareholder representatives from multiple unique institutions, engaging in dialogue
with over half of its shareholder register. This level of engagement enables the
Board to better understand shareholders’ expectations and motivations.
• Regular dialogue is held with the Company’s corporate brokers in order to keep
informed of shareholders’ views.
• Corporate Governance
QCA Compliance
Statement (pages 81
to 86)
• Stakeholder engagement
(pages 64 to 69)
The QCA Corporate Governance Code Statement of
Compliance 2024
FINANCIAL STATEMENTS
OVERVIEW
81
GOVERNANCE
STRATEGIC REPORT
Principle 3. Take into account wider stakeholder and social responsibilities and their
implications for long-term success
Compliant
How this was applied
Where to find further
information in the Accounts
• The Company’s business model identifies that investment in key resources on which
the business relies – Accsys’ intellectual property, expertise, innovation, research
and development, branding, employees and relationships with numerous third
parties including business partners, equipment manufacturers, wood suppliers,
distributors and customers – underpins all that Accsys does. Investment from the
Company’s other key stakeholders, its shareholders and finance providers make
this possible.
• The Board receives regular reports on the engagement, feedback and status of key
stakeholders, including investor relations led updates in respect of shareholders
and updates on all levels of the workforce from the Chief People Officer. This is
complemented by frequent briefings on ESG and customer and supplier issues to
members of the Board. These reports and updates enable the Board to consider
stakeholders’ views during relevant decision making processes.
• The Board takes steps to verify feedback. For example, each year, the Board invites
personnel to attend ‘Meet the Board Lunches’ at its offices, providing an informal
forum to facilitate and encourage engagement and open dialogue between the
Board and the Company’s workforce.
• Accsys places great importance on community and social responsibility and our
Sustainability Report highlights our commitment to acting in a socially responsible
way and includes details of the impact that our business and operations have
on the wider community. The Company reports to global reporting frameworks
GRI and SASB and in November 2023 joined the United Nations Global Compact
- the world’s largest voluntary corporate sustainability initiative and catalyst
for transforming business through principle-driven environmental, social and
governance practices. Further details on these can be found in our Sustainability
Report on the Company’s website.
• Accsys is committed to continuing research and development concerning its
products and processes.
• During FY24, Accsys participated in a number of shareholder ESG surveys.
Feedback from these surveys was positive, including scoring the highest rating
possible in one survey.
• Stakeholder engagement
(pages 64 to 69)
• Corporate Governance
QCA Compliance
Statement (pages 81
to 86)
• See www.accsysplc.com/
for the Sustainability
Report and Modern
Slavery Statement
The QCA Corporate Governance Code Statement of
Compliance 2024 continued
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
82
Principle 4. Embed effective risk management, considering both opportunities and threats,
throughout the organisation
Compliant
How this was applied
Where to find further
information in the Accounts
• The Board meets regularly and is responsible for strategy, performance, approval of
major capital projects and the framework of internal controls. To enable the Board
to discharge its duties, all Directors receive appropriate and timely information.
Briefing papers are distributed to all Directors in advance of Board meetings.
• The Board is responsible for establishing and maintaining the Company’s system of
internal risk management, including in relation to its priority surrounding health,
safety and the environment, and places importance on maintaining a strong financial
control environment. The key internal procedures, which the Directors have
established with a view to providing effective internal controls, include clear lines
of responsibility within the organisation structure, a comprehensive annual budget
that is approved by the Board and the identification of major business risks to
enable appropriate action. Furthermore, monthly results are reported against the
budget and variances are closely monitored by the Directors.
• The Audit Committee is responsible for monitoring compliance with accounting and
legal requirements and for reviewing the annual and interim financial statements
prior to their submission for approval by the Board.
• The Risk Committee comprises the Executive Directors and certain members of the
Senior Leadership Team, meets regularly and updates a risk register which outlines
the nature of principal risks facing the Company and any mitigating factors required
to protect against such risks. The Risk Committee reports to the Audit Committee
and provides updates to the Risk Register and thereafter, the Audit Committee
reports the same to the Board. The process to mitigate risks within the business can
be found on page 40.
• Risk and risk
management (pages 40
to 45)
• Corporate Governance
QCA Compliance
Statement (pages 81
to 86)
• See www.accsysplc.com/
for the Sustainability
Report/Modern Slavery
Statement and Audit
Committee Terms of
Reference
• Audit Committee Report
(pages 87 to 88)
• Strategic Report (pages
14 to 69)
Principle 5. Maintain the Board as a well-functioning, balanced team led by the Chair
Compliant
How this was applied
Where to find further
information in this Report and
Accounts or Company website
• The Board has gone through a period of change during the year reported, and
each appointment to the Board underwent a rigorous and transparent nomination
process through the Nomination Committee. The Nomination Committee’s Terms
of Reference require it to ensure that recommendations on Board appointments or
composition must only be made having had due regard for the benefits of diversity
on the Board, including gender, social and ethnic backgrounds, and cognitive and
personal strengths and merits and taking care that appointees have enough time
available to devote to the position.
• As at the date of this Annual Report, the Board is comprised of one Independent
Non-Executive Chair, one Independent Non-Executive SID, two other Non-Executive
Directors (one of whom is Non-Independent) and one Executive Director.
• The Board has constituted three standing Committees: the Audit Committee, the
Nomination Committee and the Remuneration Committee, with ad hoc committees
constituted as required.
• In addition to regular scheduled Board meetings, there is frequent contact between
all the Directors in connection with the Company’s business including through
the Audit, Nomination and Remuneration Committee meetings which are held as
required, but as a minimum twice per annum, save for where the Terms of Reference
of a Committee state that a higher frequency of meetings is required.
• Non-Executive Directors’ terms of appointment provide that they will spend as
much time as necessary and/or reasonably requested by the Board for the fulfilment
of their duties. This is anticipated to be in the order of 20 (or more) days, although
this is not definitive. All Executive Directors are engaged on a full-time basis.
• The Board has a Board effectiveness review programme. The Board receives
updates and information on a structured basis through Board and Committee
meeting packs, together with ad hoc information and dialogue provided as
necessary by the Executive Directors and Company Secretary between meetings.
• Board of Directors (pages
72 to 73)
• Directors’ attendance
record (page 79)
• Audit Committee Report
(pages 87 to 88)
• Nomination Committee
Report (pages 89 to 92)
• Remuneration Report
(pages 93 to 109)
• See www.accsysplc.com
(‘Investors’ page) for the
Company’s Corporate
Governance QCA
Compliance Statement,
Sustainability Report,
Modern Slavery Statement,
Terms of Reference Audit
Committee, Terms of
Reference Nomination
Committee and Terms of
Reference Remuneration
Committee
FINANCIAL STATEMENTS
OVERVIEW
83
GOVERNANCE
STRATEGIC REPORT
Principle 6. Ensure that between them the Directors have the necessary up-to-date
experience, skills and capabilities
Compliant
How this was applied
Where to find further
information in this Report and
Accounts or Company website
• The Board is satisfied that it has the appropriate balance of financial, public markets
and sector skills and experience, as well as an appropriate balance of personal
qualities and capabilities. Where appropriate, each Director keeps their skills up-
to-date, for example by the completion of the Group’s online training programme,
attendance at seminars, briefings and through literature.
• Through the Nomination Committee, the Board ensures that it understands and
challenges its own diversity, including gender balance, social and ethnic backgrounds,
and cognitive and personal strengths as part of reviewing the Board’s composition.
• In March 2024 the Board carried out a comprehensive review of each Director’s
experience, skills and capabilities set against the desired experience, skills and
capabilities appropriate for the Company. After review, the Board was satisfied that
between all the Directors, they collectively have the necessary experience, skills and
capabilities appropriate to meet the Company’s needs.
• Expert advisors support the Group’s businesses and contribute relevant industry
and commercial experience. These advisors are drawn from industry, finance, legal
and other advisory groups. Further information on the engagement and role of
external advisors can be found in our Statement of Compliance of the QCA Code.
• All Directors have access to the advice and services of the Company Secretary and
in-house legal counsel. In addition, procedures are in place to enable the Directors
to obtain other independent professional advice (legal or otherwise) in the
furtherance of their duties, if necessary, at the Company’s expense.
• Board of Directors (pages
72 to 73)
• Corporate Governance
QCA Compliance
Statement (pages 81 to 86)
Principle 7. Evaluate Board performance based on clear and relevant objectives, seeking
continuous improvement
Compliant
How this was applied
Where to find further
information in this Report and
Accounts or Company website
• The Board undertakes an annual review process whereby each Director completes
a ‘Board and Director Review and Evaluation questionnaire’, ensuring that the Board
regularly undertakes a formal and rigorous evaluation of its own performance and
that of its Committees and individual Directors.
• During FY24, the Board continued to make progress against recommendations
made in the 2023 Internal Board Evaluation. For further information on progress
against the recommendations made in the 2023 Internal Board Evaluation, please
see page 92 of the Nomination Committee Report.
• Due to material changes in the composition of the Board during FY24, the decision
was taken to defer the external Board effectiveness review originally scheduled to
take place and instead conduct an internal review for FY24.
• The results of the internal Board evaluation were shared and discussed with
the Board as a whole at a meeting in March 2024. Further detail on areas for
development can be found in the Nomination Committee Report on page 92.
• Corporate Governance
QCA Compliance
Statement (pages 81 to 86)
• Board performance
(page 92)
• Nomination Committee
Report (pages 89 to 92)
The QCA Corporate Governance Code Statement of
Compliance 2024 continued
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
84
Principle 8. Promote a corporate culture which is based on ethical values and behaviours
Compliant
How this was applied
Where to find further
information in the Accounts
• Focus on corporate governance and social responsibility lies at the very core of
our business through our purpose of ‘Changing wood to change the world’, and our
business model – ‘Giving the world a choice to build sustainably and creating value
for all our stakeholders’.
• Accsys has a robust purpose and set of values which guide decision making and
operations throughout the business.
• The strategy and business model of the Company in relation to ethical values is
readily promoted and embraced throughout the Group and is evident from the
Company’s many accreditations.
• The Board receives updates from the Executives on corporate culture which
enables it to monitor and provide input into how the Company’s ethical values and
behaviours are implemented through the organisation.
• Statement of Compliance
of the QCA Code (pages
81 to 86)
• Sustainability Report
(pages 46 to 63)
• Statement of Engagement
with Employees (page 69)
• Stakeholder engagement
(pages 64 to 69)
• Environmental, Social and
Governance Statements
(available at
www. accsysplc.com
‘Investors’ page)
• Our Values (www.accsysplc.
com/about us)
Principle 9. Maintain governance structures and processes that are fit for purpose and
support good decision making by the Board
Compliant
How this was applied
Where to find further
information in this Report and
Accounts or Company website
• The Board meets regularly and is responsible for strategy, performance and
approval of major capital projects, determining the Group’s risk appetite and
setting the framework of internal controls. To enable the Board to discharge its
duties, all Directors receive appropriate and timely information. Briefing papers are
distributed to all Directors in advance of Board meetings.
• Board meetings are usually held in London with site visits scheduled to take place
annually in at least Arnhem to ensure the Board has a deep understanding of the
Group’s operations. In addition to scheduled meetings there is frequent discussion
between all the Directors in connection with the business of the Company including
through meetings of the Audit, Nomination and Remuneration Committees which
are held as required, but as a minimum, twice per annum unless the Terms of
Reference of a Committee determine that meetings should be held more frequently.
• Day-to-day operating decisions are made by the Executive Directors with support
from the Senior Leadership Team.
• The Board is responsible for the long-term success of the Company. There is a
formal schedule of matters which are reserved for the Board, including matters
relating to strategy and management, structure and capital, financial reporting
and controls, internal controls, contracts, communications, Board memberships,
remuneration, delegation of authority, corporate governance and Group policies.
This schedule of ‘matters reserved’ is reviewed periodically, and is updated as
required to reflect the Group’s evolution and to update it in line with best corporate
governance practice, as applicable for Accsys’ business.
• During the year, the Company initiated a risk assessment of its compliance with
corporate polices. The review was facilitated by an external firm and no material
concerns were identified. A report of recommendations was provided and the
Executive Team are taking a risk-based approach to the prioritisation of the
recommendations made.
• Corporate Governance
QCA Compliance
Statement (pages 81 to 86)
• See www.accsysplc.com
for Sustainability Report,
Modern Slavery Statement,
Terms of Reference Audit
Committee, Terms of
Reference Nomination
Committee and Terms of
Reference Remuneration
Committee.
• Section 172(1) Statement
(page 67)
FINANCIAL STATEMENTS
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85
GOVERNANCE
STRATEGIC REPORT
Principle 10. Communicate how the Company is governed and is performing by maintaining a
dialogue with shareholders and other relevant stakeholders
Compliant
How this was applied
Where to find further
information in this Report and
Accounts or Company website
• The Company regularly communicates with shareholders and other stakeholders
including through presentations after the Company’s preliminary announcement
of the year-end results and six-monthly results and bi-annual webcasts. The Board
uses the Annual General Meeting to communicate with investors and welcomes their
participation.
• The Company issues regular news to its stakeholders via RNS, all of which are
displayed on the Company's website.
• Constitutional and governance information, including relating to shareholder
meetings and the outcome of shareholder votes, can also be found on the
Company's website (Corporate Governance).
• As noted above, the Board has constituted three standing Committees: the Audit
Committee, Nomination Committee and Remuneration Committee, with ad hoc
Committees constituted as required. Details of the work of each of the Committees
during the year can be found in the Further Reading links opposite.
• Corporate Governance
QCA Compliance
Statement (pages 81 to 86)
• Nomination Committee
Report (pages 89 to 92)
• Audit Committee Report
(pages 87 to 88)
• Remuneration Report
(pages 93 to 109)
• www.accsys.plc.com/news
The QCA Corporate Governance Code Statement of
Compliance 2024 continued
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
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Audit Committee Report
The Committee’s role is to
act on behalf of the Board
of Directors and oversee all
material aspects of the Group’s
financial reporting, internal
control and audit functions.”
Roland Waibel
Chair of the Audit Committee
Dear Shareholder
As Chair of the Audit Committee (the
Committee), I am pleased to present this report
for the financial year ended 31 March 2024.
I pass on my gratitude to Sean Christie, who was
Chair of the Committee for a part of the period
under review. This report provides a summary
of the Committee and its focus and activities
during the course of FY24.
Role of the Committee
The Committee’s role is to act on behalf of the
Board of Directors and oversee all material
aspects of the Group’s financial reporting,
internal control and audit functions. The
Committee’s role includes a particular process
on the qualitative aspects of financial reporting
to shareholders and on Group processes for
the management of business/financial risk and
for compliance with significant applicable legal,
ethical and regulatory requirements.
The Audit Committee has primary responsibility
for monitoring the quality of internal controls
and ensuring that the financial performance
of the Company is properly measured and
reported on. The responsibilities of the Audit
Committee include approving certain related
party transactions and identifying irregularities
in the management of the Company’s business,
through consultation with the Company’s
external auditor and by proposing remedial
measures to the Board of Directors.
The Audit Committee meets at least three times
a year.
Membership
Roland Waibel (Chair of the Audit Committee)
Trudy Schoolenberg
Louis Eperjesi
Edwin Bouwman
Responsibilities
• Financial reporting
• Narrative reporting
• Risks and controls
• External auditors
• Internal Audit
• External corporate financial and tax advisors
In exercising its role, the Directors have regard to the
recommendations put forward in the QCA Corporate
Governance Code. Roland Waibel is the Committee
member with recent and relevant audit experience.
For attendance at Audit Committee meetings
see Directors’ attendance record | Page 79
The Terms of Reference for the Audit Committee are available on the
Company’s website |
www.accsysplc.com/investors/corporate-governance
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87
GOVERNANCE
STRATEGIC REPORT
The Audit Committee considers the independence and objectivity of the external auditor on an annual basis with
particular regard to non-audit services. The Audit Committee is entitled to obtain, at Accsys’ expense, independent
legal, accounting or other professional advice on any matter it believes is necessary to do so.
Key matters addressed by the Committee during the year
Roland Waibel
Chair of the Audit Committee
25 June 2024
Financial reporting
• Reviewed the integrity of key financial
announcements (including the interim results)
• Reviewed the Annual Report and Financial
Statements to confirm the report as a whole was
fair, balanced and understandable
• Reviewed and discussed the External Auditor’s
reports to the Committee
• Reviewed the going concern basis of accounting
and the longer-term forecasts
• Reviewed the Key Accounting and Financial
reporting issues
Risk management
• Undertook a detailed review of the Group’s risk
register and the related mitigations, ensuring that
risks are appropriately identified, evaluated and
mitigated, as appropriate. See Risk section from
page 40
• Effected a detailed review of the Group’s IT
security arrangements (strategy and posture)
• Ensured appropriate scrutiny of the Company’s IT
and cybersecurity arrangements, recognising that
Roland Waibel (Board member and Committee
Chair) has past experience in the implementation
of IT, information security and cybersecurity
Corporate governance
• Reviewed changes in the field of corporate
governance
External audit matters
• Having conducted a review of alternative options,
recommended reappointment of PwC as external
auditor for the financial year ending 2024
• Reviewed the independence, objectivity and
effectiveness of the external auditor
• Reviewed the external audit plan taking account
of the scope, materiality and audit risks and
agreeing the audit fees
• Monitored the value of non-audit services
provided by the external auditor, ensuring the
services do not affect the auditors’ objectivity and
independence
Other areas of focus
• Recommendation of engagement of external
provider, Grant Thornton, to support the
Company’s internal audit activities
• Reviewed the effectiveness of the Company’s
ERP system
Audit Committee Report continued
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
88
In exercising its role, the Committee has regard
to the recommendations put forward in the
QCA Corporate Governance Code.
Dear Shareholder
As Chair of the Nomination Committee (the
Committee), I am pleased to present its report
for the year ended 31 March 2024. This report
provides a summary of the Committee’s
activities during the course of year. Stephen
Odell was Chair of the Committee for part of
the period under review and I extend my thanks
to him for his leadership during that time.
FY24 was a period of transition and evolution
for the Board and as such, a busy year for the
Committee. Following the announcement of the
departure of Stephen Odell in September 2023,
the Committee approved a recommendation
that I be appointed Interim Chair of the
Board with effect from the conclusion of
the September AGM. After due process and
shareholder consultation, I was later appointed
permanent Non-Executive Chair, and Chair of
the Nomination Committee with effect from
12 December 2023.
During the year, we welcomed Steven Salo
to the Board as Chief Financial Officer on
1 April 2024 and Dr Jelena Arsic van Os as
Chief Executive Officer on 1 July 2023. We also
welcomed on 1 August 2023 Roland Waibel
as an Independent Non-Executive Director,
and Edwin Bouwman, who joined the Board
on 12 December 2023 following the Company
entering into a Relationship Agreement with its
two largest shareholders, Hoogh Blarick BV and
Teslin Participaties Coöperatief. Also during
the year, Sue Farr, Sean Christie and
Nomination Committee Report
The Committee is responsible
for the orderly succession of
both the Board and senior
leadership positions and for
overseeing the development
of a diverse pipeline.”
Trudy Schoolenberg
Chair of the Nomination Committee
Membership
Trudy Schoolenberg (Chair of the Nomination
Committee)
Louis Eperjesi
Roland Waibel
Responsibilities
• Ensures there is a formal, rigorous and transparent
procedure for appointments to the Board;
• Leads the process for appointments and makes
recommendations to the Board;
• Assists the Board in ensuring its composition is
regularly reviewed and refreshed, taking into
account the length of service of the Board as a
whole, so that it is effective and able to operate in
the best interests of shareholders;
• Ensures plans are in place for orderly succession to
positions on the Board, the Company Secretary and
the Senior Leadership Team;
• Oversees the development of a diverse pipeline for
succession; and
• Works and liaises with other Board committees, as
appropriate, including the Remuneration Committee
in respect of any remuneration package to be
offered to new appointees of the Board.
For attendance at Nomination Committee meetings
see Directors’ attendance record | Page 79
The Terms of Reference for the Nomination Committee
are available on the Company’s website |
www.accsysplc.com/investors/corporate-governance
FINANCIAL STATEMENTS
OVERVIEW
89
GOVERNANCE
STRATEGIC REPORT
Alexander Wessels stepped down from the Board at the
conclusion of the AGM in September 2023 and at that
point also ceased to be members of the Committee.
In light of the challenges facing the Company during FY24,
it was decided to reduce the size of the Board with the
aim of improving efficiency.
Since the year end, as announced on 16 May 2024, Steven
Salo stepped down as Chief Financial Officer and Hans
Pauli (Accsys’ Director of Corporate Development) will
act as interim Chief Financial Officer whilst a search is
underway for the Chief Financial Officer role.
In addition to the above, the main focus of the Committee
this year has been on embedding our new Executives and
finalising the appointment and induction process of our
new Non-Executive Directors. As a Committee, we must
ensure that the Company attracts the best talent to lead
and drive our business forward and having attracted
the best, we must ensure the Company does all it can to
develop and retain them.
The rest of this report provides a summary of the focus and
activities of the Committee during the course of the year.
Board and Chair Independence
During the first part of the period reported, the Board
was chaired by Stephen Odell who, for a short period,
assumed the role of Executive Chair of the Board on an
interim basis from 1 April 2023, until the appointment of
Dr Jelena Arsic van Os as Chief Executive Officer on 1 July
2023. Following Jelena’s appointment, Stephen returned
to his prior role as Non-Executive Chair until he stepped
down on 20 September 2023. Thereafter, the Board, and
the Committee have been chaired by Trudy Schoolenberg
as Independent Non-Executive Director.
As at the date of this report, the Board comprises one
Executive Director, together with three Independent
Non-Executive Directors (including the Chair) and
one Non-Independent Non-Executive Director who
collectively provide constructive challenge, strategic
guidance and advice on key areas.
Appointments to the Board are controlled by the
Nomination Committee. The Committee’s Terms of
Reference state that a majority of Committee members
should be Independent Non-Executive Directors.
During FY24 and as at the date of this report, all serving
members of the Committee are Independent Non-
Executive Directors.
Role of the Committee
The Committee is responsible for the orderly succession
of both the Board and senior leadership positions and for
overseeing the development of a diverse pipeline.
Key matters discussed during the year
FY24 has been a significant year for Accsys in terms of
Board changes and the Committee lead the process for
the following significant appointments:
Appointment of Chief Executive Officer
Dr Jelena Arsic van Os joined the Board of Accsys on
27 June 2023 and become Chief Executive Officer on
1 July 2023.
Appointment of Chair
Following the departure of Stephen Odell at the
conclusion of the 2023 AGM, Trudy Schoolenberg was
appointed Interim Chair of the Board. Following due
process and consultation with shareholders, Trudy was
later appointed on a permanent basis as Non-Executive
Chair, and Chair of the Nomination Committee with effect
from 12 December 2023.
Appointment of Non-Executive Directors
Roland Waibel was appointed as Independent
Non‑Executive Director on 1 August 2023. Edwin
Bouwman was appointed as a Non-Independent Non-
Executive Director on 12 December 2023 pursuant to a
Relationship Agreement entered into on 21 November
2023 between the Company and its two largest
shareholders, Hoogh Blarick BV and Teslin Participaties
Coöperatief UA (the 'TDE Relationship Agreement'). You
can read more about Roland and Edwin under Board of
Directors on page 73.
Appointment of Senior Independent Director
Following the end of FY24, Louis Eperjesi was appointed
Senior Independent Director on 19 April 2024.
Nomination Committee Report continued
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
90
Board appointments
The Committee Terms of Reference require the
Nomination Committee to give full consideration to
succession planning for both the Directors and the
Senior Leadership Team. In doing so, the Committee must
consider the challenges and opportunities facing the
Company as well as the skills, diversity (including diversity
of gender, social and ethnic backgrounds, cognitive and
personal strengths), and experience required on the
Board and Senior Leadership Team both now and in the
future. The length of service of the Board as a whole and
the need for its membership to be refreshed is regularly
reviewed. All Board appointments are made on an
objective basis, and having due regard to the Company’s
obligations under the Relationship Agreement.
Executive Director appointment process
1. Independent search consultants
2. Review of the balance of skills, knowledge,
independence, diversity and experience
required was conducted by the Committee
3. Shortlist of candidates was compiled and
reviewed by the Committee
4. Interviews were held
5. The Committee recommended the candidates
for appointment to the Board
6. The Board reviewed and approved the
candidates for appointment
Non-Executive Director
appointment process
1 Tenure is calculated on number of complete years to 30 June 2024.
0-3 years
6–9 years
4
1
4–6 years
0
Length of Tenure
of Directors1
Board gender
Board Independence
Independent
3
Non-Independent
2
Male
3
Female
2
Senior manager gender
Male
5
Female
1
1.
Evaluate Board
composition of the
Board and determine
ideal capabilities of
proposed appointee.
Evaluate the Board’s skills,
experience, independence,
diversity and knowledge
and utilise this to develop a
specification which reflects the
role and specific capabilities
required.
2.
Determine long
list of potential
candidates.
Appoint suitable external
recruitment advisors with the
necessary expertise. Identify a
long list of potential candidates
based on, amongst other things,
experience, merit and diversity.
3.
Refine short list of
potential candidates
and complete
interviews.
Determine a short-list and
invite the potential candidates
to complete a formal interview
process. Interview process
facilitated by various Board
members but in particular the
Chair, the SID and the Chief
Executive Officer.
4.
Consideration
and approval
by Nomination
Committee.
Nomination Committee to
consider the short-listed
candidates and feedback from
the interview process.
Determine the preferred
candidate and recommend their
appointment to the Board for
approval.
5.
Consideration and
approval by Board of
preferred candidate.
Board to consider, and if
thought fit, approve the
proposed appointment of the
preferred candidate. Market
announcement and formalities.
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OVERVIEW
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STRATEGIC REPORT
2024 Board and Committee evaluation
In accordance with best practice and the requirements
of the QCA Code, the Board undertakes annual
effectiveness reviews of the Board and its Committees.
Ordinarily an externally facilitated review would take
place every three years, with internal reviews conducted
in the interim years. It was intended that an external
effectiveness review take place during FY24, however,
due to extensive changes in the composition of the Board
during the period, a decision was taken to undertake
an internal evaluation, rather than the previously
contemplated external review on this occasion.
The internal evaluation was facilitated by the Company
Secretary working alongside the Chair, and took the form
of a detailed anonymous questionnaire which explored
the functionality, composition and strengths of the Board
as a whole as well as the relationship between Board
members and engagement with key stakeholders. Board
members were asked to complete the questionnaire
during Q4 FY24 and the consolidated results from the
questionnaires were then shared with the Board as a
whole in March 2024. It was determined that a detailed
evaluation of the Chair would not be included on this
occasion, given the relatively recent appointment of
the Chair.
Internal Board effectiveness review
1. Board agreed basis and scope of review
2. Tailored questionnaires distributed
to Board members
3. Board members considered and
completed questionnaires
4. Responses were compiled and presented to
Board by the Company Secretary
5. Board discussion on results
6. Agreed action plan of continuous improvement
7. Update to be provided in the Annual Report
for the year ending 2024
Key findings from the FY24 Board evaluation process and
the proposed initiatives to address recommendations are
summarised below.
FY24 progress
FY25 enhancements
During FY24, the Board
made progress against
recommendations made in
the 2023 Board Evaluation
including:
• reviewing key Board
documentation; and
• enhancing ways of working
with new Executive
Directors.
During FY25, the Board
will review the 2024 Board
Evaluation results in more
detail, with expected actions to
include:
• ensure the Board continues
to have sufficient involvement
with setting and monitoring
the Company’s objectives
and strategy;
• ensure external evaluation
conducted for FY25; and
• measures to continuously
improve Board meetings and
other Board business.
Trudy Schoolenberg
Chair of the Nomination Committee
25 June 2024
Nomination Committee Report continued
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
92
Remuneration Report
Our Policy is designed to
be simple and transparent,
aligned with delivering
our purpose led strategy,
and ultimately supporting
the creation of long-term
sustainable shareholder
value. Our aim is to always
consider the wider workforce,
our shareholders, and other
stakeholders by taking a
fair, prudent, and balanced
approach to remuneration.”
Louis Eperjesi
Chair of the Remuneration Committee
On behalf of the Board, I am pleased to
present our Remuneration Report for the
year ended 31 March 2024.
This report describes the work of the
Remuneration Committee and how it has
applied our current Remuneration Policy (the
Policy) that was approved by shareholders
at the 2021 AGM and with a vote in favour in
excess of 99%.
In line with the three-year renewal cycle
set out in the UK remuneration reporting
regulations, we will be seeking approval for
a new Policy at the 2024 AGM. Following a
review, the Remuneration Committee has
concluded that current Policy remains largely
fit-for-purpose. The new Policy is set out
on pages 104 to 109 and will be subject to a
binding vote at the 2024 AGM.
The remainder of the report sets out how we
propose to implement the new Policy for the
year ahead and describes how the current
Policy has been applied for the period ended
31 March 2024. This part of the report will be
subject to an advisory vote at our 2024 AGM.
For attendance at Remuneration Committee meetings
see Directors’ attendance record | Page 79
The Terms of Reference for the Remuneration Committee
are available on the Company’s website |
www.accsysplc.com/investors/corporate-governance
Membership
Louis Eperjesi
(Chair of the Remuneration Committee)
Trudy Schoolenberg
Edwin Bouwman (with effect from 12 December 2023)
Roland Waibel (with effect from 1 August 2023)
Stephen Odell, Sue Farr, Sean Christie and Alexander Wessels were
members of the Remuneration Committee during the period, until they
stepped down from the Board following the AGM on 20 September 2023.
FINANCIAL STATEMENTS
OVERVIEW
93
GOVERNANCE
STRATEGIC REPORT
Remuneration Report continued
Remuneration in the context of our
business performance and outcomes
for our key stakeholders
As set out in detail in the Chair’s Statement, FY24 has
been a challenging year for Accsys. However, we remain
confident in the large market opportunity for our products.
Our investments made during the year in sales and
marketing began to show results in the fourth quarter and
we have reduced net debt following the successful capital
raise in November and tight working capital management.
Against a challenging market backdrop we have been
disciplined on pricing and maintained a high ASP. The
business has undergone an extensive transformation with
existing structures and processes simplified and new
operational KPIs implemented to drive performance.
The completion of Accoya USA is a major milestone
for Accsys. We are excited to see commissioning well
underway with production expected to commence in
the summer. When on stream this new facility provides
a production unit close to customers in the largest
potential market for Accoya. This represents a significant
growth opportunity for the business.
Our growth ambitions and progress against our strategic
priorities for growth are set out in our Strategic Report
from page 14.
Board changes
We announced on 4 April 2023 the appointment of
Dr Jelena Arsic van Os as our Chief Executive Officer
Designate. Dr Jelena Arsic van Os was appointed to
the Board with effect from 27 June 2023. Steven Salo
joined the business as Chief Financial Officer with
effect from 1 April 2023. The remuneration packages
on the appointment for each of Jelena and Steven were
described in the 2023 Remuneration Report.
As set out in the 2023 Remuneration Report, we also
agreed to make the following buy-out awards to Jelena in
respect of remuneration at her former employer that she
forfeited as a result of joining Accsys:
• an award over 131,557 shares in respect of forfeited
performance shares which had vested, with a value
equal to the value of the forfeited shares. This award
will vest on 27 June 2024, being the first anniversary
of the date on which Jelena commenced employment
with Accsys; and
• a payment of £78,700 in respect of forfeited bonus
otherwise payable in respect of the former employer’s
financial year ended 31 December 2022. This bonus was
paid by her former employer and will therefore not be
paid by Accsys.
The performance shares buy-out award is included in the
total remuneration earned by the CEO for the year ended
31 March 2024 in the table on page 99.
As announced on 16 May 2024, Steven Salo stepped
down from his role as Chief Financial Officer with effect
from 15 May 2024, at which point his service agreement
also came to an end. Details of his remuneration earned
in respect of FY24 are included in the table on page 99.
As he was a Director for the full financial year ended 31
March 2024, Steven continued to be eligible to earn a
bonus in respect of FY24, subject to the achievement of
the applicable performance measures. Further details are
described below and on page 101.
The Committee exercised discretion to treat Steven Salo
as a ‘Good Leaver’ for the in-flight LTIP award granted
on 27 July 2023. This LTIP award will vest on its normal
vesting date subject to the achievement of the applicable
performance conditions and a reduction to reflect the
cessation of employment being before the end of the
vesting period. To the extent it vests, the award will
remain subject to the two-year post-vesting holding
period. Further information is included on page 101 along
with information on certain other payments made to or to
be made to Steven following him leaving the business.
There have also been a number of Non-Executive Director
changes in the year. Trudy Schoolenberg assumed the
role of Interim Chair at the conclusion of the AGM on
20 September 2023 and was appointed as permanent
Non-Executive Chair with effect from 12 December 2023.
Edwin Bouwman was appointed to the Board with effect
from 12 December 2023 and Roland Waibel was appointed
to the Board with effect from 1 August 2023.
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
94
Executive remuneration outcomes FY2024
For the year ended 31 March 2024, the maximum annual
bonus opportunity for Dr Jelena Arsic van Os and
Steven Salo was 125% of salary.
Details of the performance conditions are set out on page
100. Reflecting the financial performance of the Group
in the year and delivery against non-financial objectives,
Dr Jelena Arsic van Os earned a bonus of 21.2% of the
maximum, equivalent to 26.4% of salary (pro-rated to
reflect her period of service in the year). Steven Salo
earned a bonus of 21.2% of the maximum, equivalent to
26.4% of salary for the year.
The Committee believes this outcome is an appropriate
reflection of performance against objectives in the year
and no discretion was exercised in respect of the bonus
outcome. However, recognising that FY24 has not been
without its specific challenges for Accsys, the Committee
exercised its discretion and decided that all of the FY24
bonus earned should be paid in shares. None of the
bonus earned for FY24 will therefore be paid in cash. The
Executive Directors will instead be paid the bonus earned
in shares, of which 80% will vest on grant and 20% will
vest at the end of a two year deferral period.
Neither Dr Jelena Arsic van Os nor Steven Salo received
an LTIP award which vests in respect of performance
to FY24.
LTIP awards – grant 2023
2023 LTIP awards were granted to Dr Jelena Arsic van
Os, Steven Salo, and other participants on 27 July 2023.
The LTIP awards are nil priced options over Ordinary
shares of €0.05 each in the Company. Awards for FY24
were granted at the level of 125% of salary to Dr Jelena
Arsic van Os following her appointment as CEO in June
2023, rather than by reference to the fixed numbers of
shares determined for the former CEO. Steven Salo was
granted an LTIP award over 100% of salary, rather than
by reference to the fixed numbers of shares, following his
appointment as CFO on 1 April 2023. Further details of the
performance conditions are set out on page 100. As noted
above, when he left the business, Steven Salo retained
his LTIP award, which will vest subject to the satisfaction
of performance conditions and a pro-rated reduction to
reflect his departure from the business before the end of
the vesting period.
Overview of proposed Policy changes
As noted above, following a review of the current
Policy, the Remuneration Committee has concluded
that Policy remains largely fit-for-purpose.
• The overall structure of the remuneration package
will remain the same, with incentives delivered in the
form of an annual bonus (part of which is delivered in
deferred shares) and a performance based LTIP with
vesting based on performance conditions assessed
over three years followed by a two-year holding
period.
• No significant changes are proposed to the quantum
of the remuneration packages. The key change is in
relation to the articulation of the LTIP opportunity.
The Policy approved in 2021 provides for an annual
LTIP grant of 125% of salary for the CEO and 100%
of salary for the CFO in respect of FY22, with the
intention that the number of shares under each
grant would be fixed for each of FY23 and FY24
although with discretion to grant awards up to the
level of 300% of salary.
Under the new Policy, the ordinary annual LTIP
opportunity will remain at 125% of salary for the
CEO and 100% of salary for the CFO, with discretion
to grant awards of up to 300% of salary in line with
the current Policy. The reference to the number
of shares under each grant being fixed has been
removed.
• Other minor changes have been made to take
account of the practical operation of the new Policy
and changes in practice since the 2021 Policy was
approved.
FINANCIAL STATEMENTS
OVERVIEW
95
GOVERNANCE
STRATEGIC REPORT
Remuneration Report continued
Remuneration – at a glance and implementation of the Remuneration Policy for the year ending
31 March 2025
We operate a simple and transparent overall structure. The key components and features of our framework are
summarised in the table below together with a summary of how we propose to implement the new Policy for the
financial year ending 31 March 2025.
Salary
• Salaries are normally reviewed annually by the Committee. Our approach is to set base salaries to reflect the individual’s
skills and experience, with increases for Executive Directors normally in line with those awards to the wider workforce,
although we have flexibility to award higher increases in appropriate circumstances.
• For FY25 the average salary increase for the wider workforce is 3%, effective 1 July 2024. However, no base salary
increase will be awarded for Dr Jelena Arsic van Os for FY25.
Benefits and
pension
• Benefits consist of private medical insurance and life insurance.
• The CEO also receives a £3,500 per month (net of tax) housing allowance up to July 2025. The additional benefit
allowances provided to Dr Jelena Arsic van Os were needed to secure her appointment taking into account that she
was recruited from the EU where the provision of additional benefit allowances is a standard part of the package. In line
with best practice, the additional benefit allowance does not count towards pension or the annual bonus or LTIP. We
believe these allowances are proportionate to the circumstances and aligned with the approach taken by other UK listed
companies recruiting Executives from outside the UK. Furthermore, this is also consistent with our approach for other
employees hired from outside the UK where additional benefits allowances are provided on a case-by-case basis.
• Pension allowance of 8% of salary, aligned with other employees in the business in the UK.
Annual bonus
• Maximum annual bonus opportunity of 125% of base salary.
• Target opportunity of 62.5% of salary.
• Based on a mix of financial, strategic and operational objectives, with stretching targets.
• 20% deferral into fixed number of shares for two years, strengthening alignment of executive and shareholder interests.
No leaver provisions.
• Malus and clawback provisions apply.
For the year ending 31 March 2025, payouts will be determined based on the delivery of stretching financial, operational,
and personal objectives with the weightings for the various components as set out in the following table. Steven Salo was
not eligible to earn an annual bonus for the part of the 2025 financial year for which he remained with the business.
Measure
Group
scorecard
weighting
Weighting
as % of
maximum
Total sales volumes
30%
27%
Adjusted Group EBITDA
30%
27%
Cash flow generation
30%
27%
ESG
10%
9%
Sub-total – Group objectives:
100%
90%
Personal objectives
10%
The Committee believes that the underlying targets are commercially sensitive and cannot be disclosed at this stage.
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
96
Long-term
incentive plan
• As described above, for FY25 Dr Jelena Arsic van Os will be granted an award of options at the level of 125% of salary.
• The number of shares that vest will be subject to performance measured over a period of three years. Details of the
targets and weightings are set out below.
• Vested awards will be subject to an additional two-year holding period, aligned with best practice for UK-listed and
Dutch companies and in excess of typical practice for AIM-listed companies.
• Malus and clawback provisions apply.
The performance conditions for the LTIP awards to be granted in FY25 are set out below.
Weighting
(% of award)
Threshold
Maximum
Vesting (% of maximum)
25%
100%
Relative Total Shareholder Return (TSR)1
30%
Median
Upper quartile
Adjusted EBITDA per share in FY27
40%
€0.07
€0.13
Cumulative cash generation2
30%
€0 cash inflow
€10m cash inflow
1. TSR measured based on Relative TSR performance compared to companies in the AIM Index excluding financial services and natural
resources companies with opening TSR based on average TSR for 1 month to 31 March 2024 and end TSR based on one month
average to 31 March 2027.
• Vesting is on a straight-line basis between: threshold and maximum.
• Appropriate adjustments may be made to ensure fair and consistent performance measurement over the performance period in
line with the business plan and intended stretch of the targets at the point of award.
2. Cumulative cash generation is calculated on net cash flow excluding loan and interest payments.
The Committee also has the ability to exercise discretion to make adjustments to the formulaic vesting outcome if it considers it
appropriate to do so, including if the formulaic outcome: does not reflect performance during the vesting period; is not appropriate
in the context of circumstances that were unexpected or unforeseen at the grant date; materially deviates from the intention of the
Directors’ Remuneration Policy.
Shareholding
guidelines
Executive Directors are expected to build up and retain a shareholding of at least 250% of salary for the CEO and 225%
of salary for the CFO.
Our Policy retains the flexibility to offer incentive award opportunities exceeding those set out above if appropriate
in the circumstances. It retains the discretions for the Committee to provide a maximum bonus opportunity up to
the formal cap of 200% of salary in respect of a particular financial year or to make annual LTIP awards of up to
300% of salary.
FINANCIAL STATEMENTS
OVERVIEW
97
GOVERNANCE
STRATEGIC REPORT
Remuneration Report continued
Non-Executive Directors
The fees for the Non-Executive Directors (NED) for FY24 and proposed fees for FY25 are set out in the table
below. No increase is proposed to the base fee. It is proposed that the fee for the SID, Audit Committee Chair and
Remuneration Committee Chair would be increased to £8,400, £8,000 and £8,000 respectively with effect from
1 July 2024.
Metric
Year ending
March 2025
Year ended
March 2024
Chair fee
£97,000
See note below1
Base NED fee
£45,000
£45,000
Additional fees:
Non-UK Resident Non-Executive Director Fee
£4,000
£4,000
Senior Independent Director
£8,400
£5,400
Committee chair per Committee
£8,000
£5,400
1. As disclosed in the Directors’ Remuneration Report for the year ended 31 March 2023, the former Chair Stephen Odell received a salary of £26,400 per month
in the period from 1 April 2023 to 30 June 2023 to reflect his role as Executive Chair, with his fee returning to £97,000 per annum with effect from 1 July 2023
when his role reverted to that of Non-Executive Chair. Trudy Schoolenberg’s Chair fee with effect from 20 September 2023 was set at £97,000 (in line with the
former Chair).
With effect from 17 September 2021, Non-UK resident Non-Executive Directors‘ fees are supplemented by an additional
fee of £4,000 p.a. to take account of the additional time commitment required by non-UK resident Accsys Non-
Executive Directors (including but not limited to travelling to Board meetings). Trudy Schoolenberg receives this fee in
addition to her Chair fee (on the same basis as other non-UK resident Accsys Non-Executive Directors).
2024 AGM
The Remuneration Committee remains committed to operating remuneration arrangements which align with our
strategic priorities and the best interests of our stakeholders. We believe the approach we have adopted is appropriate
and responsible and I look forward to receiving your support at our AGM.
Yours sincerely
Louis Eperjesi
Chair of the Remuneration Committee
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
98
Remuneration received by Directors in the year ended 31 March 2024 (audited)
Directors’ remuneration for FY24 for those who served as Directors in that financial year (and the remuneration of any such
Director for FY23) is shown in the following tables. Therefore, in line with the UK reporting regulations, those Directors
who served during FY23 but not during FY24 (Robert Harris, William Rudge and Nick Meyer) are not included in the table
for FY23 included below.
Currency
Salary
/ Fees
Benefits
in Kind1
Pension
Buy-out
award2
Total
Fixed
Remuner-
ation
Annual
Bonus
LTIPs
Vested /
Expected
to Vest3
Total
Variable
Remuner-
ation
FY24 Total
Remuner-
ation
FY24 Total
Remuner-
ation
EUR
Executive Directors
Dr Jelena Arsic van Os4
£
292
40
23
137
492
77
–
77
569
664
Steven Salo5
£
265
11
21
–
297
70
–
70
367
426
Non–Executive Directors
Sean Christie6
£
24
–
–
24
–
–
–
24
28
Sue Farr6
£
21
–
–
21
–
–
–
21
25
Trudy Schoolenberg7
£
80
–
–
80
–
–
–
80
92
Stephen Odell6
£
101
–
–
101
–
–
–
101
115
Alexander Wessels6
£
26
–
–
26
–
–
–
26
30
Louis Eperjesi8
£
48
–
–
48
–
–
–
48
55
Edwin Bouwman9
£
15
–
–
15
–
–
–
15
17
Roland Waibel10
£
36
–
–
36
–
–
–
36
41
Currency
Salary
/ Fees
Benefits
in Kind1
Pension
Total
Fixed
Remuner-
ation
Annual
Bonus2
LTIPs
Vested /
Expected
to Vest3
Total
Variable
Remuner-
ation
FY23 Total
Remuner-
ation
FY23 Total
Remuner-
ation
EUR
Executive Directors
Dr Jelena Arsic van Os4
£
–
–
–
–
–
–
–
–
–
Steven Salo5
£
–
–
–
–
–
–
–
–
–
Non–Executive Directors
Sean Christie6
£
50
–
–
50
–
–
–
50
57
Sue Farr6
£
44
–
–
44
–
–
–
44
51
Trudy Schoolenberg7
£
54
–
–
54
–
–
–
54
62
Stephen Odell6
£
95
–
–
95
–
–
–
95
110
Alexander Wessels6
£
54
–
–
54
–
–
–
54
62
Louis Eperjesi8
£
36
–
–
36
–
–
–
36
41
Edwin Bouwman9
£
–
–
–
–
–
–
–
–
–
Roland Waibel10
£
–
–
–
–
–
–
–
–
–
Figures are shown in thousands. Figures are shown in the currency in which the majority of remuneration is received.
The final column converts remuneration into the Company’s reporting currency using the monthly exchange rate
when the costs are incurred.
1. Taxable benefits for the Executive Directors in the year included car allowance, private medical insurance, life insurance. The CEO also receives a £3,500 per
month housing allowance (net of tax) up to July 2025. The gross (before tax) values are shown in the table above in line with the UK reporting regulations.
2. The Buy-Out Award reflects an award granted to Dr Jelena Arsic van Os in respect of remuneration at her former employer that she forfeited as a result of
joining Accsys as described in the Directors’ Remuneration Report for the 2023 financial year and being an award over 131,557 shares in respect of forfeited
performance shares which had vested, with a value of €160,236 calculated by reference to the closing share price of €1.22 on 26 July 2023.
3. As noted below, neither Dr Jelena Arsic van Os nor Steven Salo received an LTIP award which vests in respect of performance to FY24.
4. Dr Jelena Arsic van Os was appointed to the Board with effect from 27 June 2023.
5. Steven Salo was appointed to the Board with effect from 1 April 2023.
6. Sue Farr, Sean Christie, Alexander Wessels and Stephen Odell stepped down from the Board following the AGM on 20 September 2023.
7. Trudy Schoolenberg assumed the role of Interim Chair at the conclusion of the AGM on 20 September 2023 and was appointed
as permanent Non-Executive Chair with effect from 12 December 2023.
8. Louis Eperjesi was appointed to the Board with effect from 14 June 2022.
9. Edwin Bouwman was appointed to the Board with effect from 12 December 2023.
10. Roland Waibel was appointed to the Board with effect from 1 August 2023.
FINANCIAL STATEMENTS
OVERVIEW
99
GOVERNANCE
STRATEGIC REPORT
Remuneration Report continued
Annual bonus for the year ended 31 March 2024 (audited)
For the year ended 31 March 2024, the maximum annual bonus opportunity for Dr Jelena Arsic van Os and Steven Salo
was 125% of salary, pro-rated in the case of Dr Jelena Arsic van Os to reflect her period of service in the year. The
payout was determined based on performance, taking into account the delivery of stretching financial and operational
objectives with the weightings for the various components as set out in the table below.
Group
scorecard
weightings
Out-turn
for Group
scorecard
Weighting
as % of
maximum
Out-turn
for CFO
Out-turn
for CEO
Group objectives:
Group EBITDA
52.9%
0%
45%
0%
0%
Cash generation
17.6%
0%
15%
0%
0%
Working capital management
11.8%
9%
10%
7.65%
7.65%
ESG Agenda development
5.9%
4%
5%
3.40%
3.40%
Strategic progress Kingsport
11.8%
6%
10%
5.10%
5.10%
Sub-total – Group objectives:
100%
19%
85%
16.2%
16.2%
Personal objectives1:
15%
5%
5%
Final bonus outcome (% of maximum)
21.2%
21.2%
Final bonus outcome (% of salary)
26.4%
26.4%
Bonus £value – paid 100% in shares
£70,059
£77,330
1. Pay-out under the personal objectives was subject to an underpin relating to the Hull project and has been capped at 5% of maximum.
The detailed performance targets remain commercially sensitive and cannot be disclosed at this time.
Overall, the bonus outcome was 21.2% of the maximum (125%) equivalent to 26.4% of salary. The Committee believes
this outcome is an appropriate reflection of performance against objectives in the year and no discretion was exercised
in respect of the bonus outcome. However, recognising that FY24 has not been without its specific challenges for
Accsys, the Committee exercised its discretion and decided that all of the FY24 bonus earned should be paid in shares.
None of the bonus earned for FY24 will therefore be paid in cash. The Executive Directors will instead be paid the
bonus earned in shares, of which 20% will be delivered in deferred shares that would be expected to vest in July 2026.
LTIP vesting in respect of performance to the year ended 31 March 2024 (audited)
Neither Dr Jelena Arsic van Os nor Steven Salo received an LTIP award which vests in respect of performance to FY24.
Scheme interests awarded during the year (audited)
In line with the Policy, 2023 awards were made to the Executive Directors on 27 July 2023, as set out below.
Type of Award
Basis of
award
granted
Number of
shares under
award
Face value
of award
£000s1
% of maximum
vesting for threshold
performance
Performance period
Dr Jelena Arsic van Os
Nil cost
options
125%
499,488
487.5
25%
Three years to
31 March 2026
Steven Salo
100%
271,516
265
25%
Three years to
31 March 2026
1. Face value based on Share price of £0.976 being the average closing price of a share on AIM on the four days preceding the date of grant.
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
100
The performance targets for these awards are as follows:
Weighting
(% of award)
Threshold
Maximum
Vesting (% of maximum)
25%
100%
Underlying EBITDA per share in FY26
45%
18p
20p
Cumulative Revenue (FY24–FY26)
45%
€500m
€600m
ESG – Improvement in report ratings
10%
FY26 S&P score improves to 49%
FY26 S&P score improves to 52%
• Vesting is on a straight-line basis between the above points.
• Appropriate adjustments may be made to ensure fair and consistent performance measurement over the
performance period in line with the business plan and intended stretch of the targets at the point of award.
Payments to past Directors and payments for loss of office (audited)
The only payments for loss of office or payments to past Directors made during FY24 were to Robert Harris as
described in the FY23 Directors’ Remuneration Report. There are no other payments for loss of office or payments
to former Directors to be disclosed.
Information in relation to the remuneration arrangements associated with Steven Salo stepping down from the
Board and leaving the business on 15 May 2024 are set out below.
Steven Salo’s remuneration earned for FY24 is included in the table on page 99. Following the end of FY24,
• Mr Salo received his salary and benefits up to his last day of employment in the usual way.
• Mr Salo will receive a payment in lieu of his six month notice period, payable in three equal instalments in May,
June, and July 2024.
• He retained the LTIP award granted on 27 July 2023, which will remain subject to the rules of the LTIP and will vest
on its normal vesting date subject to the achievement of the applicable performance conditions and a reduction to
reflect the cessation of employment being before the end of the vesting period. To the extent it vests, the award
will remain subject to the two-year post-vesting holding period.
• Mr Salo received a payment of approximately £4,600 in respect of outstanding holiday entitlement. The Company
has made a payment of £1,250, plus VAT where relevant, in respect of legal expenses and associated costs.
• Mr Salo will not receive any other remuneration payment or payment for loss of office.
Statement of Directors’ shareholdings and share interests (audited)
Shares beneficially held1
as at 31 March 2024 (or if
earlier the date on which
they ceased employment)
Vested but
unexercised LTIPs
Unvested LTIP
awards2
Unvested
Deferred bonus
awards
Dr Jelena Arsic van Os
29,761
–
631,045
–
Steven Salo
16,393
–
271,516
–
Sean Christie
83,369
–
–
–
Sue Farr
35,000
–
–
–
Trudy Schoolenberg
88,888
–
–
–
Stephen Odell
40,650
–
–
–
Alexander Wessels
–
–
–
–
Louis Eperjesi
–
–
–
–
Edwin Bouwman
–
–
–
–
Roland Waibel
–
–
–
–
1. Includes shares held by connected persons.
2. The unvested LTIP awards consist of the 2023 LTIP awards and, in the case of Dr Jelena Arsic van Os, the shares subject to the Buy-Out Award granted
in respect of forfeited performance shares which had vested as described earlier in this report and in the Directors’ Remuneration Report for the 2023
financial year. The performance conditions for the 2023 LTIP awards are summarised earlier in this report. As set out above, Mr Salo retained the LTIP
awards granted on 27 July 2023, which will vest subject to the satisfaction of the performance conditions and a time based reduction to reflect the
cessation of employment before the end of the vesting period. The time pro-rated unvested LTIP awards held by Mr Salo following him leaving the business
on 15 May 2024 is 93,091. To the extent the awards vest, they will remain subject to the two year post-vesting holding period.
There have been no other changes in the beneficial holdings of the Directors between the year end and the date of
this report.
FINANCIAL STATEMENTS
OVERVIEW
101
GOVERNANCE
STRATEGIC REPORT
Remuneration Report continued
Relative importance of spend on pay
During the year ended 31 March 2024, the total pay for all Group employees decreased by 0.4% to €18,508,000 (2023:
€18,584,000). There were no dividends or share buybacks in either year.
FY24
FY23
Difference as a
percentage vs FY23
Remuneration for all employees
€18,508,000
€18,584,000
(0.4)%
Annual percentage change in remuneration of Directors and employees
The following table has been prepared in accordance with the UK reporting regulations.
% change 2023/2024
% change 2022/2023
% change 2021/2022
% change 2020/2021
Salary/
fees
Benefits
Annual
bonus
Salary/
fees
Benefits
Annual
bonus
Salary/
fees
Benefits
Annual
bonus
Salary/
fees
Benefits
Annual
bonus
Executive Directors
Dr Jelena Arsic
van Os
–
–
–
–
–
–
–
–
–
–
–
–
Steven Salo
–
–
–
–
–
–
–
–
–
–
–
–
Non-Executive Directors
Sean Christie1
2%
–
–
5%
–
–
7%
–
–
(6%)
–
–
Sue Farr1
2%
–
–
0%
–
–
1%
–
–
(6%)
–
–
Trudy
Schoolenberg3
49%
–
–
9%
–
–
12%
–
–
(6%)
–
–
Stephen Odell1,2
2%
–
–
6%
–
–
–
–
–
–
–
–
Alexander
Wessels1
2%
–
–
14%
–
–
12%
–
–
–
–
–
Louis Eperjesi4
6%
–
–
–
–
–
–
–
–
–
–
–
Edwin Bouwman
–
–
–
–
–
–
–
–
–
–
–
–
Roland Waibel
–
–
–
–
–
–
–
–
–
–
–
–
Average UK
employee
16%
14%
4%
11%
37%
68%
(13%)
(14%)
(63%)
(1%)
10%
14%
1. Sean Christie, Sue Farr, Stephen Odell and Alexander Wessels stepped down from the Board following the AGM on 20 September 2023. Their 2023/2024
remuneration has been annualised for comparison purposes.
2. Fees relating to Stephen Odell’s period serving as Executive Chair have been excluded from the table for comparison purposes.
3. Trudy Schoolenberg assumed the role of Interim Chair at the conclusion of the AGM on 20 September 2023 and was appointed as permanent Non-Executive
Chair with effect from 12 December 2023. The increase in remuneration in 2023/2024 reflects her role change.
4. Louis Eperjesi was appointed to the Board on 14 June 2022. His 2022/2023 remuneration has been annualised for comparison purposes.
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
102
Performance graph and CEO remuneration
The following graph shows the Company’s performance for the past ten years on the London Stock Exchange AIM
compared with the performance of the FTSE AIM All Share index. The FTSE AIM All Share index has been selected
for this comparison as it is a broad-based index which the Directors believe closely reflects the performance of
other companies with similar characteristics to the Company.
2014
2015
2016
20116
2017
2018
2019
2020
2021
2022
2023
2024
Accsys TSR index
FTSE AIM All Share index
0
50
100
150
200
250
300
Since joining the Board on 27 June 2023, the CEO’s total remuneration together with the proportion attributable to
bonus or vested incentives is as set out in the table below:
2015
€’000
2016
€’000
2017
€’000
2018
€’000
2019
€’000
2020
(P.Clegg)
€’000
2020
(R.Harris)
€’000
2021
€’000
2022
€’000
2023
€’000
2024
(Stephen
Odell)
€’000
2024
(Dr Jelena
Arsic van Os)
€’000
Total remuneration
783
613
1,632
502
809
477
216
579
519
688
90
503
% of Bonus of Total
54%
36%
18%
32%
26%
16%
38%
43%
27%
37%
N/A
18%
% of Bonus Cap
68%
33%
48%
28%
36%
17%
33%
41%
21%
36%
N/A
21%
% of vested LTIPs
maximum
N/A
N/A
58%
N/A
50%
45%
N/A
N/A
N/A
N/A
N/A
N/A
Consideration of matters relating to Directors’ remuneration
The Remuneration Committee consists of Louis Eperjesi (Committee Chair with effect from 20 September
2023), Trudy Schoolenberg, Roland Waibel and Edwin Bouwman. Excluding Edwin Bouwman, all members of the
Remuneration Committee (including the Chair on appointment) are considered to be independent. Throughout the
year, Alexander Wessels, Sean Christie, Sue Farr and Stephen Odell were also members of the Committee until they
resigned from the Board following the 2023 AGM, with Alexander Wessels being Chair of the Committee until his
resignation. No individual was present when their own remuneration was being discussed.
Following appointment in 2018, Deloitte LLP (Deloitte) continues to be engaged as independent adviser to the
Committee. The Committee is satisfied that Deloitte remains independent of the Company and that the advice
provided is impartial and objective. Deloitte is a founding member and signatory of the Code of Conduct for
Remuneration Consultants, details of which can be found at www.remunerationconsultantsgroup.com. Their total
fees for the provision of remuneration services to the Committee during the financial year to 31 March 2024
were £24,550 (plus VAT).
FINANCIAL STATEMENTS
OVERVIEW
103
GOVERNANCE
STRATEGIC REPORT
Remuneration Report continued
Statement of voting at general meeting
The AGM held on 17 September 2021 included an ordinary resolution in respect of the approval of the Directors’
Remuneration Policy for the year ended 31 March 2021. 100,572,490 (99.92%) votes were cast for the resolution,
81,332 against and 10,374,431 withheld.
At the AGM held on 20 September 2023, an ordinary resolution was passed in respect of the approval of the Directors’
Remuneration Report (excluding the Remuneration Policy) for the year ended 31 March 2023. 107,503,125 (98.72%)
votes were cast for the resolution, 1,389,403 against and 93,997 withheld.
Directors’ Remuneration Policy
This part of the Remuneration Report sets out our proposed Directors’ Remuneration Policy. The approach taken
by the Committee to the determination of the new Policy and the differences between the new Policy and the policy
approved by shareholders at the 2021 AGM are described in the statement from the Committee Chair on page 95.
The Policy will be put to a binding shareholder vote at the 2024 AGM to be held on 25 September 2024 and, subject to
shareholder approval, will take formal effect from the conclusion of the AGM.
Directors’ Remuneration Policy
Element
Purpose and operation
Maximum
Performance measures
Base salary
An appropriate level of fixed remuneration to
reflect the individual’s skills and experience.
Salaries are normally reviewed annually by
the Committee, taking into account relevant
factors that may include: individual performance,
corporate performance, changes to an individual’s
role and responsibilities, and appropriate
market data.
There is no prescribed maximum.
Any percentage increase to a salary
would normally be within or below the
range of increases awarded to the
wider workforce. Larger increases
may be awarded in circumstances
considered appropriate by the
Committee, such as an increase
in the size of the business or the
responsibilities of the role, or changes
in the competitive marketplace.
N/A
Benefits
To provide a market competitive benefits package.
Benefits may comprise a car allowance, private
medical insurance (including for the Executive
Director’s spouse or civil partner and dependent
children), dental insurance, life insurance, income
protection and reimbursed business expenses
(including any associated tax liability) incurred in
performance of duties.
The Committee may determine that other benefits
be provided where appropriate (for example –
relocation costs).
There is no prescribed maximum.
The level of benefits is set at an
appropriate market rate.
N/A
Pension
Contributions to a defined contribution pension
scheme. Executive Directors may be permitted to
take a cash supplement instead of some or all of
the contributions to a pension scheme.
The maximum level of pension
contribution (or cash allowance
in lieu, or combination of pension
contribution and cash allowance) for
Executive Directors will be aligned
with the contribution level for the
wider workforce in the relevant
country as determined by the
Committee.
Current contributions are 8% of
salary for the Executive Directors.
N/A
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
104
Element
Purpose and operation
Maximum
Performance measures
Annual
Incentive Plan
To drive and reward the delivery of business
objectives for the financial year.
The bonus is discretionary and any payout
is determined by the Committee following
assessment of the performance conditions.
Targets are set and assessed by the Committee
each year.
Normally no more than 80% of any bonus will be
paid in cash, with the balance paid in deferred
shares. The Committee may permit the deferral of
a greater proportion of any bonus earned.
Deferred shares typically vest after two years with
no further performance conditions.
Malus and clawback and dividend equivalent
provisions apply (see notes to the table).
Amounts may be satisfied in cash, or at the
Committee’s discretion, shares (or instruments
related to the value of shares).
The ordinary maximum annual
opportunity for an Executive Director
is 125% of salary.
The Committee retains discretion
to provide a maximum opportunity
of up to 200% of salary in respect
of a particular financial year. The
Committee does not currently intend
to award a bonus opportunity in
respect of FY2025 in excess of 125%
of salary.
Awards will normally be based
on a combination of financial
and non-financial goals
measured over one financial
year, with at least 50% of the
maximum annual opportunity
normally assessed against
financial metrics.
Long Term
Incentive Plan
(LTIP)
To reward Executive Directors for the delivery of
long-term performance and align their interests
with shareholders.
Awards may be in the form of nil or nominal cost
options, or any other form which the Committee
considers has an equivalent economic effect.
Awards vest following assessment of the
performance conditions, which are ordinarily
measured over a period of at least three years.
Awards are subject to an additional holding period
of at least two years following the end of the three
year performance period. The holding period will be
structured either on the basis that: (1) the Executive
Director is not entitled to acquire shares until the
end of it; or (2) the Executive Director is entitled
to acquire shares following vesting but that (other
than as regards sales to cover tax liabilities and any
exercise price) the Executive Director is not able to
dispose of those shares until the end of it.
Malus, clawback and dividend equivalent
provisions apply (see notes to the table).
The ordinary maximum value (as
determined by the Committee) of
shares over which an Award may be
granted to an Executive Director in
respect of a financial year is:
• 125% of salary for the CEO; and
• 100% of salary for an Executive
Director other than the CEO.
The Committee retains discretion
to make an award to any Executive
Director in respect of a financial
year over shares with a value (as
determined by the Committee) of up
to 300% of salary.
Performance targets are
ordinarily measured over
a period of at least three
financial years, using
performance measures
aligned to the delivery of
the strategy and long-term
shareholder value.
Subject to the Committee’s
discretion to amend the
formulaic outturn, 25% of
awards vests for attaining
a threshold level of
performance.
Non-financial performance
measures will normally
be subject to a financial
underpin.
Notes to the Policy table:
1. Deferred shares and LTIP awards which vest under this Policy may benefit from the right to receive an amount equal to the value of any dividends which would
have been paid on vested shares up to the time of vesting (or where the award is subject to a holding or deferral period, up to the time of release). These
dividend equivalents may assume the reinvestment of dividends into shares on such basis as the Committee determines.
2. The Annual Incentive Plan and LTIP contain malus and clawback provisions in the event of a material misstatement of results, censure by a regulatory authority
or any other serious damage to the Company reputation, or fraud or gross misconduct. The cash and, if applicable, share elements of the Annual Incentive Plan
may be clawed back for a period of three years from the date on which the Annual Incentive Plan payment is made. Awards under the LTIP may be cancelled or
reduced (prior to vesting), or clawed back for a period of three years post vesting.
3. The remuneration framework for other employees is based on broadly consistent principles used to determine the policy for Executive Directors. All executives
and senior managers are generally eligible to participate in some form of annual incentive arrangement. Participation in the LTIP is extended to executives,
senior managers and other key staff, with LTIP performance conditions generally consistent across all levels. Individual salary and pension levels and incentive
award sizes vary according to the level of seniority and responsibility.
4. The choice of the performance measures applicable to the Annual Incentive Plan and LTIP reflects the Committee’s view that incentives should be aligned to the
Group’s key financial and strategic objectives. For both the Annual Incentive Plan and the LTIP, the Committee sets challenging targets taking into account the
Board’s objectives for the business. The measures for the FY2025 AIP and LTIP awards are described in the statement from the Committee Chair on pages 93
to 95.
5. Performance conditions may be amended or substituted by the Committee if the Committee considers that an amended or substituted performance condition
is reasonable, appropriate and would not be materially less difficult to satisfy.
6. The Committee may use its discretion to adjust formulaic outturns under the Annual Incentive Plan and LTIP, within the range of the minimum to maximum
opportunity, including reducing an outturn to zero. The circumstances in which the Committee may exercise such discretion include if the Committee believes
that the vesting outturn that would otherwise apply does not reflect the underlying financial performance of the Group or Executive Director, that vesting
outturn is not appropriate in the context of circumstances that were unexpected or unforeseen, and if that vesting level would materially deviate from the
intention of this Policy.
7. The terms of any deferred shares or LTIP shares may be adjusted to take account of a Company reorganisation, such as a variation of capital, rights issue,
demerger or special dividend. All discretions available under the rules of any share plan operated by the Group will be available under this Policy, except where
expressly limited under this Policy. This includes that awards may be granted as cash based awards over a notional number of shares, and that share awards may
be settled in whole or in part in cash at the election of the Remuneration Committee; the Remuneration Committee would only use these cash provisions for
operational flexibility, for example if a regulatory restriction in any territory prevented the Company from offering shares to an Executive Director.
FINANCIAL STATEMENTS
OVERVIEW
105
GOVERNANCE
STRATEGIC REPORT
Remuneration Report continued
Shareholding guideline
To increase long term alignment between executives and shareholders, Executive Directors are expected to build up
and retain a beneficial holding of at least 250% of salary for the CEO and 225% of salary for the CFO. The Committee
retains discretion to vary the application of these guidelines in exceptional circumstances. Vested but unexercised LTIP
shares and shares representing any bonus which has been earned and has been delivered in shares will count towards
the guideline (on a net of assumed tax basis). It is anticipated that the level of shareholding set out in the guideline will
normally be met within five years of appointment as an Executive Director. The Committee will take into account LTIP
vesting levels and personal circumstances when assessing progress against the guideline.
Application of the Remuneration Policy
The potential payout under the Policy for Dr Jelena Arsic van Os under different illustrative performance scenarios is
set out below.
In illustrating the potential reward, the following assumptions have been made.
Fixed pay (payable in all
performance scenarios)
Annual Bonus
LTIP
Minimum performance
Base salary (being the latest
known salary as at 1 April 2024).
Employer pension contributions
of 8% based on the latest known
salary.
Benefits as disclosed in the single
figure table on page 99 for the
year ending 31 March 2024,
annualised to reflect the CEO’s
part year of service in that year.
No bonus
No LTIP vesting
Performance in line with
expectations
Bonus equal to 62.5% of
salary (50% of maximum)
LTIP vests equivalent to 62.5% of
salary (i.e. 50% of the maximum
award)
Maximum performance
Bonus equal to 125% of salary
(maximum bonus earned)
LTIP vests equivalent to 125% of
salary (i.e. maximum vesting)
Maximum performance (plus
an assumed 50% increase
in the share price for the
purposes of the LTIP element)
Bonus equal to 125% of salary
(maximum bonus earned)
LTIP vests equivalent to 125% of
salary (i.e. maximum vesting) and an
assumed 50% increase in the share
price
100%
£474k
Minimum
performance
£1,449k
34%
34%
32%
Maximum
performance
£1,692k
43%
29%
28%
Maximum performance plus
share price increase
25%
£961k
25%
50%
Performance in line
with expectations
Fixed Pay
Annual Bonus
LTIP
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
106
Recruitment Remuneration policy
The Company’s recruitment policy aims to give the Committee sufficient flexibility to secure the appointment and
promotion of high-calibre executives to strengthen the management team and secure the skill sets to deliver our
strategic aims.
The recruitment package for a new Executive Director would normally be set in accordance with the terms of the
Policy Table for Executive Directors. Circumstances in which other elements of remuneration may be awarded
include:
• an interim appointment being made to fill an Executive Director role on a short term basis;
• if exceptional circumstances require that the Chair or a Non-Executive Director takes on an executive function on
a short term basis; and
• if an Executive Director is recruited at a time in the year when it would be inappropriate to provide a bonus or
LTIP award for that year as there would not be sufficient time to assess performance; subject to the limit on
variable remuneration, the quantum in respect of the months employed during the year may be transferred to the
subsequent year so that reward is provided on a fair and appropriate basis.
Salaries would be set at an appropriately competitive level to reflect the skills and experience of the individual and
the scope of their role and their potential to lead the Company’s growth agenda. The Committee may agree that the
Company will meet certain relocation expenses as it considers appropriate.
Where an individual forfeits remuneration in respect of a previous employment or engagement as a result
of appointment to the Company, the Committee may offer compensatory payments or awards to facilitate
recruitment. Any such payments or awards would be in such form as the Committee considers appropriate and
would normally reflect the nature, time horizons, and performance requirements attaching to that remuneration.
There is no limit on the value of such compensatory awards, but the Committee’s intention is that the value awarded
would be, in the view of the Committee, no higher than the amount forfeited (as determined by the Committee).
For an internal appointment, any variable pay element awarded in respect of the prior role may either continue on
its original terms or be adjusted to reflect the new appointment as appropriate.
Directors’ service contracts
The notice period under the service contract of Dr Jelena Arsic van Os is summarised in the following table:
Name
Notice period from
individual (months)
Notice period from
Company (months)
Jelena Arsic van Os1
6
6
1 The notice period under Jelena Arsic van Os’ service contract is 12 months (from either party) until 27 June 2024, at which point it reduces to the six
months referred to in the table above.
Executive Directors’ service contracts, which do not contain expiry dates, provide that compensation provisions
for termination without notice will include salary and provide that sums may be paid in instalments and decrease or
cease if the individual finds an alternative role. The Committee may also include in any such payment an amount in
respect of benefits and/or pension.
The Company’s general policy on recruiting a new Executive Director is to provide a service contract terminable
after six months. However the Committee reserves the right to introduce a longer notice period (of up to 12
months) which would reduce to six months over time. Provisions for compensation for termination would normally
follow those described above. Directors’ service contracts are kept available for inspection at the Company’s
registered office.
FINANCIAL STATEMENTS
OVERVIEW
107
GOVERNANCE
STRATEGIC REPORT
Termination policy summary
When determining leaving arrangements for an Executive Director the Committee takes into account any contractual
agreements including the provisions of any incentive arrangements, typical market practice and the performance and
conduct of the individual.
In addition to a payment in lieu of notice referred to above, a departing Executive Director may be eligible for incentive
awards, which will be treated in accordance with the rules of the relevant plan, as summarised in the table below:
Incentive plan
Summary of leaver provisions
Annual Incentive
Plan
In certain ‘good leaver’1 circumstances, an individual may remain eligible for an annual bonus with respect to the
financial year of cessation (pro-rated for time, unless the Committee determines otherwise). Any payment will remain
subject to performance (as determined by the Committee) and is normally payable after the end of the financial year.
The Committee retains discretion to pay the annual bonus early and not to apply deferral, but would do so only in
compassionate circumstances.
Deferred shares will normally continue on cessation of employment, other than in the event of gross misconduct. If an
award continues, the Committee has discretion to disapply the deferral period in appropriate circumstances.
LTIP
Unvested Awards
Unvested awards normally lapse on cessation of employment.
However, in certain ‘good leaver’1 circumstances, as defined in the Plan rules, awards will be retained. In such
circumstances:
• awards will normally vest on their original vesting date;
• the Committee will determine the extent of vesting based on the assessment of the performance conditions in the
ordinary way;
• awards will be reduced pro-rata to reflect the proportion of the vesting period that has elapsed at cessation,
unless the Committee determines otherwise; and
• awards will normally remain subject to the holding period.
Alternatively, in good leaver circumstances, the Committee may determine that awards should vest when the
participant ceases employment.
Vested Awards
Vested awards (i.e. awards that are in their holding period) will normally continue and remain subject to the holding
period, other than in the event of dismissal for gross misconduct or fraud when they will lapse. If an award continues,
the Committee has discretion to disapply the holding period in appropriate circumstances.
1 Death, injury, ill-health, disability, or the sale of their employing entity out of the Group, or for any other reason at the Committee’s discretion.
The Committee reserves the right to make any other payments in connection with a Director’s cessation of office
or employment where the payments are made in good faith in discharge of an existing legal obligation (or by way of
damages for breach of such an obligation) or by way of settlement of any claim arising in connection with the cessation
of a Director’s office or employment or for any accrued holiday pay, fees for outplacement assistance and/or the
Director’s legal and/or professional advice fees in connection with their cessation of office or employment.
Change of control
In the event of a change of control of the Company:
• A payment under the Annual Incentive Plan shall be determined by applying the performance targets (on such basis
as the Committee considers appropriate) and calculated on an appropriate time pro-rata basis.
• Deferred shares and LTIP awards will vest. Deferred shares would vest in full. The proportion of LTIP awards
which shall vest will be determined at the discretion of the Committee having regard to the extent to which the
performance targets have been achieved and, unless the Committee determines otherwise, the proportion of the
vesting period that has elapsed. Any holding period will cease to apply. Alternatively, the Committee may permit or
require awards to be rolled-over into equivalent awards from the acquiring company.
Remuneration Report continued
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
108
Policy Table for Non-Executive Directors (NEDs)
Element
Purpose and operation
Maximum
Performance
measures
Chair and NEDs
Fees for the Chair and for the NEDs are set by the Board
(excluding the NEDs).
Fees are based on the responsibilities and time
commitment of the role. Fees include a base fee and may
include additional fees for other Board or Committee
duties. Supplementary fees may be paid for other
responsibilities or time commitments.
Fees are paid in cash. NEDs are not eligible to participate
in incentive arrangements or receive pension provision or
other benefits.
Non-Executive Directors may be reimbursed for business
expenses (and any associated tax liabilities) incurred in
performance of duties and may be eligible to receive
benefits such as the use of secretarial support, assistance
with the preparation of tax returns, or other benefits that
may be appropriate.
There is no prescribed maximum
annual increase or fee level.
Fee levels are reviewed on a
periodic basis, with reference to
the time commitment of the role
and market levels in companies of
comparable size and complexity.
N/A
NED contracts
The NEDs, including the Chair, have letters of appointment which set out their duties and responsibilities.
Appointments may be terminated by three months’ notice on either side.
Name
Unexpired term
(months)
Trudy Schoolenberg
33
Louis Eperjesi
12
Edwin Bouwman
30
Roland Waibel
25
Consideration of employment conditions elsewhere in the Group
As explained in the general policy section of the Remuneration Policy, the Committee takes into account Group-
wide pay and employment conditions. The Committee reviews the average Group-wide base salary increase and
bonus costs and is responsible for all discretionary and all-employee share arrangements. The Committee did not
consult directly with employees in preparing the Directors’ Remuneration Policy, but feedback on reward policies is
gathered through a number of means, including discussions with the Works Council at the Company’s site in Arnhem
which is where the majority of the employees are based.
Consideration of shareholder views
The Committee engaged with major shareholders in respect of the renewal of the Remuneration Policy in 2024.
During each year, the Committee considers shareholder feedback received in relation to the AGM, plus any
additional feedback received through other means of dialogue. The Committee also regularly reviews the
implementation of the Policy in the context of published shareholder guidelines.
Legacy arrangements
The Committee reserves the right to make any remuneration payments and/or payments for loss of office (including
exercising any discretion available to it in connection with such payments) notwithstanding that they are not in line
with the Policy set out above where the terms of the payment were agreed: (i) prior to the Policy set out above
coming into effect; (ii) during the term of, and were consistent with, any previous policy approved by shareholders;
or (iii) at a time when the relevant individual was not a Director of the Company and, in the opinion of the Committee,
the payment was not in consideration for the individual becoming a Director of the Company. For these purposes,
‘payments’ includes the satisfaction of awards of variable remuneration and, in relation to an award over shares, the
terms of the payment are agreed at the time the award is granted.
FINANCIAL STATEMENTS
OVERVIEW
109
GOVERNANCE
STRATEGIC REPORT
Directors’ Report
for the year ended 31 March 2024
Registered number: 05534340
Registered office address:
4th Floor, 3 Moorgate Place, London, EC2R 6EA
Incorporated in: England and Wales
Type: Public Limited Company
Accsys Technologies PLC has securities admitted to
trading on London Stock Exchange AIM and listed
and admitted to trading on Euronext Amsterdam.
Principal activities
The principal activities of the Group are the production
and sale of Accoya solid wood and Tricoya wood elements,
technology and product development, as well as the
licensing of technology for the production and sale of
Accoya and Tricoya via the Company’s subsidiaries: Titan
Wood Limited, Titan Wood B.V., Titan Wood Technology
B.V., Titan Wood Inc., Accoya Color UK Limited, Tricoya
Technologies Limited, Tricoya UK Limited, Accsys Jersey
Limited, Accsys (Accoya USA) Holdings LLC, Accsys
USA Holdings Inc and its joint venture Accoya USA,
LLC (collectively the ‘Group’). Manufactured through
the Group’s proprietary acetylation processes, these
products exhibit superior dimensional stability and
durability compared with alternative natural, treated and
modified woods as well as more resource intensive man-
made materials.
A review of the business is set out in the Chair’s
Statement on page 04 and the CEO Review on page 16.
Strategic Report
The Strategic Report, which can be found on pages 14
to 69, sets out the Group’s strategy, business model, key
performance indicators; and a description of the principal
risks and uncertainties; and the main trends and factors
likely to affect the future development, performance and
position of the Group’s business.
Board of Directors
The Directors of the Company during the year and up to
the date of signing the financial statements were:
Geertrui Schoolenberg (known as Trudy Schoolenberg)
Jelena Arsic van Os (appointed Director on 27 June 2023)
Alexander Wessels (ceased being a Director on
20 September 2023)
Louis Eperjesi
Roland Waibel (appointed Director on 1 August 2023)
Edwin Bouwman (appointed Director on
12 December 2023)
Steven Salo (appointed Director on 1 April 2023;
ceased being a Director on 15 May 2024)
Stephen Odell (ceased being a Director on
20 September 2023)
Susan Jane Mair (known as Sue Farr, ceased being
a Director on 20 September 2023)
Michael Christie (known as Sean Christie, ceased being
a Director on 20 September 2023)
The Directors are pleased to present their report
together with the audited consolidated financial
statements for the year ended 31 March 2024.
The Company has chosen, in accordance with s414C (11)
of the Companies Act 2006, to provide disclosures and
information in relation to a number of matters which are
covered elsewhere in this Annual Report and Accounts.
The Corporate Governance Report approved by the
Board is provided on pages 78 to 80 and the Sustainability
Report on pages 46 to 63 are incorporated by reference
into this Directors’ Report. The Company elects to
report under the Quoted Company Alliance Corporate
Governance Code.
Statutory information
Information required to be part of the Directors’ Report
can be found elsewhere in this document, as indicated
in the table below, and is incorporated into this report
by reference:
Topic
Section of Annual Report
Page
number
Stakeholder engagement
• Statement of engagement
with employees
• Statement of engagement
with other business
relationships
Stakeholder Engagement
64
Financial instruments
Note 32 of the financial
statements
165
Greenhouse gas emissions
(‘GHG’)
Sustainability Report
50
Corporate Governance
Statement 2024
Corporate Governance
Report
78
Environmental matters
Sustainability Report
48
Social and community issues
Sustainability Report
52
Principal risks and
uncertainties
Strategic Report
40
Research and development
Finance Review
Sustainability Report
Financial statements
20
46
114
Charitable donations
Sustainability Report
52
Directors’ interest in shares
Remuneration Report
101
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
110
All Directors will stand for election or re-election at the
2024 AGM.
For more information on the Board of Directors, including their
biographies | See pages 72 to 73
Directors’ indemnities
The Company maintains Directors’ and Officers’ liability
insurance which gives appropriate cover for legal action
brought against its Directors. The policy was in force
throughout the period and at the date of the approval of
these financial statements.
Employment policies
The Group promotes diversity and inclusion with
respect to recruitment and selection, from training and
development, through appraisal and promotion and to
retirement. It is our policy to promote an environment
free from discrimination, harassment and victimisation,
where everyone receives equal treatment regardless
of gender, race, religion or belief, disability, age, marital
status, pregnancy or maternity or sexual orientation.
All decisions relating to employment practices will be
objective, free from bias and based solely upon work
criteria and individual merit.
Information on the gender ratio of our employees is
available in the Sustainability section on page 52.
Disabled employees
The Group gives full consideration to applications
for employment from disabled persons when the
requirements of the role can be adequately fulfilled.
Where existing employees become disabled, it is the
Group’s policy to provide continuing employment under
normal terms and conditions whenever possible. More
information regarding our approach to diversity and
inclusion can be found on this page.
Likely future developments
Details of likely future developments can be found in the
section marked ‘The year ahead’, contained in the Chair’s
Statement on page 77.
Political donations
There were no political donations made during the year or
the previous year.
Post balance sheet events
On 16 May 2024, Steven Salo stepped down from his
role as Chief Financial Officer. A search is underway for
a replacement. During this period, Hans Pauli will act as
Interim CFO. Has has been with the Group for over 14
years in various roles, amongst others as CFO from 2010
to 2012. There have been no other material events since
31 March 2024 and the date of this report.
Share capital
The Company’s issued share capital comprises Ordinary
shares of €0.05 each which are admitted to trading on
London Stock Exchange AIM and listed and admitted
to trading on Euronext Amsterdam. As at 31 March
2024, the Company’s issued share capital comprised
239,518,372 Ordinary shares.
For more information see note 25 to the financial
statements | See page 159
Share issues
During the year, the Company issued 20,136,679
Ordinary shares as follows:
• In November 2023, 19,144,281 Ordinary shares were
issued to raise gross proceeds of approximately
€13.2 million (€12.7 million less expenses).
• Between July 2023 and May 2024, 568,107 Ordinary
shares were issued following the exercise of nil cost
options granted under the Company’s 2013 Long Term
Incentive Plan (‘LTIP’).
• In February 2024, following the subscription by
employees in the prior year for shares under the
Employee Share Participation Plan (the ‘Plan’), 202,059
shares were issued as ‘Matching Shares’ at nominal
value under the Plan.
• In July 2023, a total of 222,232 of shares were allotted
to the Company’s Employee Benefit Trust (EBT) in
relation to one-off incentivisation awards for certain
employees. The terms of the award to relevant
employees require the shares to be held on trust by
the EBT until July 2024, subject to relevant employees
remaining in employment during the prior year.
Results and dividends
The consolidated statement of comprehensive income
for the year is set out on page 125.
The Directors do not recommend the proposal of a final
dividend in respect of the current year, consistent with
the prior year.
FINANCIAL STATEMENTS
OVERVIEW
111
GOVERNANCE
STRATEGIC REPORT
Directors’ Report continued
As disclosed in the announcement made by the Company
on 21 November 2023 (the “2023 Capital Raise RNS”), the
participation of Teslin Participates Coöperatief U.A and
De Engh BV Limited in the Capital Raise (as defined and
particularised in the 2023 Capital Raise RNS) constituted
a transaction which was considered to be subject to AIM
Rule 13 of the AIM Rules for Companies.
Going concern
The Directors have formed a judgement, at the time
of approving the financial statements that there is a
reasonable expectation that the Group has access to
adequate resources to continue in operational existence
for at least the next 12 months. Further details are set out
in note 1 to these financial statements.
Independent auditors
PricewaterhouseCoopers LLP (PwC) has been the
external auditor of the Company since April 2011.
Statement of Directors’ Responsibilities
The Directors confirm to the best of their knowledge:
• The Group financial statements have been prepared
in accordance with international accounting standards
in conformity with the requirements of the Companies
Act 2006 and in accordance with international financial
reporting standards adopted pursuant to Regulation
(EC) No 1606/2002, as it applies in the European Union
and give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Group.
• The Annual Report includes a fair review of the
development and performance of the business and the
financial position of the Group and the Parent Company,
together with a description of the principal risks and
uncertainties that they face.
Amendment of the Articles
The Company’s Articles of Association may only be
amended by a special resolution at a general meeting
of shareholders. No amendments are proposed to
be made to the existing Articles of Association at the
forthcoming AGM.
Approved by the Board and signed on its behalf by:
Nick Hartigan
Company Secretary
25 June 2024
Principal risks and uncertainties
The business, financial condition or results of operations
of the Group could be adversely affected by any of the
risks set out in the Strategic Report. The Group’s systems
of control and protection are designed to help manage
and control risks to an appropriate level rather than to
eliminate them.
The Directors consider that the principal risks to
achieving the Group’s objectives are set out in the
Strategic Report.
Health and safety (‘H&S’)
Health and safety is a priority at all levels of the Group,
in particular taking into account the chemical industry
in which Accsys operates. Group companies have a
responsibility to ensure that all reasonable precautions
are taken to provide and maintain working conditions for
employees and visitors alike, which are safe, healthy and in
compliance with statutory requirements and appropriate
codes of practice.
The avoidance of occupational accidents and illnesses is
given a high priority. Detailed policies and procedures are
in place to minimise risks and ensure appropriate action
is understood in the event of an incident. Dedicated
health and safety personnel are retained at the Group’s
manufacturing facilities.
The Board oversees health and safety operations and
activities through receiving regular updates from the
Senior Leadership Team on H&S matters.
Significant shareholdings
So far as the Company is aware (further to formal
notification), the following shareholders held legal or
beneficial interests in Ordinary shares of the Company
exceeding 3% as at 31 March 2024:
Shareholder
Number of
Ordinary shares/
voting rights
Percentage
of Ordinary
shares
Teslin Participaties Coöperatief U.A.
35,720,981
14.91
De Engh B.V.
34,343,727
14.34
BGF
19,061,806
7.96
VP Participaties B.V.
14,150,000
5.91
Janus Henderson Investors
10,845,655
4.53
London & Amsterdam Trust
Company
10,802,462
4.51
Decico
10,274,132
4.29
ABN Amro Private Banking
8,330,215
3.48
Rabobank
8,246,305
3.44
Stichting DeGiro
8,114,785
3.39
Saxo Bank
7,606,499
3.18
INEOS Acetyls Investments Limited
7,500,000
3.13
ING Bank
7,496,688
3.13
There are no restrictions in respect of voting rights.
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
112
Statement of Directors’ Responsibilities
in respect of the financial statements
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulation.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors have prepared the Group financial statements
in accordance with UK-adopted international accounting
standards and the Company financial statements in
accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting
Standards, comprising FRS 101 ‘Reduced Disclosure
Framework’, and applicable law).
The Group has also prepared financial statements
in accordance with international financial reporting
standards adopted pursuant to Regulation (EC) No
1606/2002 as it applies in the European Union and the
Dutch Financial Markets Supervision Act.
Under company law, Directors must not approve the
financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the
Group and Company and of the profit or loss of the Group
for that period. In preparing the financial statements, the
Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• state whether applicable UK-adopted international
accounting standards and international financial
reporting standards adopted pursuant to Regulation
(EC) No 1606/2002 as it applies in the European Union
have been followed for the Group financial statements
and United Kingdom Accounting Standards, comprising
FRS 101 have been followed for the Company financial
statements, subject to any material departures
disclosed and explained in the financial statements;
• make judgements and accounting estimates that are
reasonable and prudent; and
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Group and Company will continue in business.
The Directors are responsible for safeguarding the
assets of the Group and Company and hence for taking
reasonable steps for the prevention and detection of
fraud and other irregularities.
The Directors are also responsible for keeping adequate
accounting records that are sufficient to show and explain
the Group’s and Company’s transactions and disclose with
reasonable accuracy at any time the financial position of
the Group and Company and enable them to ensure that
the financial statements and the Directors’ Remuneration
Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance
and integrity of the Company’s website. Legislation in
the United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
The Directors are responsible for presenting the
consolidated financial statements in compliance with the
requirements set out in the Delegated Regulation 2019/815
on European Single Electronic Format (‘ESEF Regulation’).
Directors’ confirmations
The Directors consider that the Annual Report and
Accounts, taken as a whole, is fair, balanced and
understandable and provides the information necessary
for shareholders to assess the Group’s and Company’s
position and performance, business model and strategy.
Each of the Directors, whose names and functions
are listed under Board of Directors on pages 72 & 73
confirm that, to the best of their knowledge:
• the Group financial statements, which have
been prepared in accordance with UK-adopted
international accounting standards and international
financial reporting standards adopted pursuant to
Regulation (EC) No 1606/2002 as it applies in the
European Union, give a true and fair view of the
assets, liabilities, financial position and loss of the
Group;
• the Company financial statements, which have
been prepared in accordance with United Kingdom
Accounting Standards, comprising FRS 101, give a
true and fair view of the assets, liabilities and financial
position of the Company; and
• the Strategic Report (including but not limited to the
Chief Executive Officer’s statement, Business Review
and Finance Review) includes a fair review of the
development and performance of the business and the
position of the Group and Company, together with a
description of the principal risks and uncertainties that
it faces.
In the case of each Director in office at the date the
Directors’ Report is approved:
• so far as the Director is aware, there is no relevant
audit information of which the Group’s and
Company’s auditors are unaware; and
• they have taken all the steps that they ought to have
taken as a Director in order to make themselves
aware of any relevant audit information and to
establish that the Group’s and Company’s auditors
are aware of that information.
This confirmation is given and should be interpreted
in accordance with the provisions of s418 of the
Companies Act 2006.
This responsibility statement was approved by the
Board of Directors on 25 June 2024 and is signed
on its behalf by:
Jelena Arsic van Os
Roland Waibel
Chief Executive Officer
Non-Executive Director
FINANCIAL STATEMENTS
OVERVIEW
113
GOVERNANCE
STRATEGIC REPORT
FINANCIAL
STATEMENTS
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114 | Accsys Technologies PLC | Annual Report and Financial Statements 2024
Financial Statements
116 Independent Auditors’ Report to the members of
Accsys Technologies PLC
125 Consolidated Statement of Comprehensive Income
126 Consolidated Statement of Financial Position
127 Consolidated Statement of Changes in Equity
128 Consolidated Statement of Cash Flow
129 Notes to the Financial Statements
169 Company Statement of Financial Position
170 Company Statement of Changes in Equity
171
Notes to the Company Financial Statements
Shareholder Information
178 Shareholder Information
OVERVIEW
115
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
FINANCIAL STATEMENTS
GOVERNANCE
Independent Auditors’ Report to the members of
Accsys Technologies PLC
Report on the audit of the financial statements
Opinion
In our opinion:
• Accsys Technologies PLC’s Group financial statements and Company financial statements (the “financial statements”)
give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 March 2024 and of the
Group’s loss and the Group’s cash flows for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK-adopted international
accounting standards as applied in accordance with the provisions of the Companies Act 2006;
• the Company financial statements have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure
Framework”, and applicable law); and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and
the Dutch Financial Markets Supervision Act.
We have audited the financial statements, included within the Annual Report and Financial Statements (the “Annual
Report”), which comprise: the Consolidated and Company Statements of Financial Position as at 31 March 2024; the
Consolidated Statement of Comprehensive Income, the Consolidated Statement of Cash Flow, and the Consolidated
and Company Statement of Changes in Equity for the year then ended; and the notes to the financial statements,
comprising material accounting policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
Separate opinion in relation to international financial reporting standards adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union
As explained in note 1 to the financial statements, the Group, in addition to applying UK-adopted international
accounting standards, has also applied international financial reporting standards adopted pursuant to Regulation (EC)
No 1606/2002 as it applies in the European Union.
In our opinion, the Group financial statements have been properly prepared in accordance with international financial
reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”), International
Standards on Auditing issued by the International Auditing and Assurance Standards Board (“ISAs”) and applicable
law. Our responsibilities under ISAs (UK) and ISAs are further described in the Auditors’ responsibilities for the audit
of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of
the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest
entities, and the International Code of Ethics for Professional Accountants (including International Independence
Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we have fulfilled our
other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by either the FRC’s Ethical
Standard or Article 5(1) of Regulation (EU) No 537/2014 were not provided.
We have provided no non-audit services to the Company or its controlled undertakings in the period under audit.
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
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Our audit approach
Overview
Audit scope
• We performed full scope audits over three reporting units, audit work over material financial statement line items
for four reporting units including the joint venture entity in North America which cumulatively accounted for 100%
(2023: 100%)of the Group’s revenue.
• The UK based Group audit team maintained regular contact with our component team in the Netherlands throughout
the planning and execution of their work. The audit in respect of the North America subsidiary business was carried
out by the Group team in the UK.
Key audit matters
• Impairment of non-current assets (Group)
• Recoverability of investments in subsidiary undertakings (Company)
Materiality
• Overall Group materiality: 1,350,000 EUR (2023: 1,600,000 EUR) based on 1% of Total Revenue.
• Overall Company materiality: 1,280,000 EUR (2023: 1,520,000 EUR) based on 1% of Total Assets but capped at 95%
of Group materiality.
• Performance materiality: 1,012,500 EUR (2023: 1,200,000 EUR) (Group) and 960,000 EUR (2023: 1,140,000 EUR)
(Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the
audit of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on:
the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of
our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
OVERVIEW
117
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
Key audit matter
How our audit addressed the key audit matter
Impairment of non-current assets (Group)
At 31 March 2024 the Group carried €4.2m of goodwill (2023:€4.2m),
€5.8m of other intangible assets (2023: €6.3m), and €93.5m of
tangible fixed assets (2023: €106.1m) all of which are material.
Refer to note 15 & 16. Management is required to perform an
annual impairment review of goodwill and perform an impairment
assessment when a trigger has been identified in accordance with
IAS 36. The carrying value of non-current assets are contingent
on future cashflows of the underlying cash generating units
(‘CGUs’) and if there is a risk that these cash flows do not meet the
Directors’ expectations, the non-current assets will be impaired.
The assessment over the recoverable amount of the underlying CGUs
is judgemental and includes a number of key assumptions, changes
to which could result in a materially different outcome. Following
management’s assessment, an impairment of €7.0m was booked
to reduce the carrying value of the Tricoya CGU to its recoverable
amount due to continued uncertainty over the timing of completion
of the Hull Plant. The key assumptions underpinning this assessment
included timing of the hold period, discount rate, long term growth
rate, production and sales volumes and price. We focussed on this
area because of the inherent judgement and estimation uncertainty
involved in determining the key assumptions.
In respect of the impairment charge booked, we assessed the
methodology for determining the recoverable amount of the CGUs.
We assessed the appropriateness of the discount rate and assumptions
applied and assessed the reasonableness of the impairment charge
calculated. We satisfied ourselves that it was appropriate. The
headroom in the Accoya CGU was significant and therefore, our audit
work primarily focussed on the Tricoya CGU given the decision to
pause the development of the plant. We satisfied ourselves that the
forecasts were reasonable and had been prepared with appropriate
Board involvement and represented the Directors’ current view of likely
outcome. With the assistance of our valuation experts we tested the
value-in-use models, including challenging management forecasts and
key assumptions particularly around the timing of the Hull plant hold
period as well as the additional cost required for completion. We also
considered other key assumptions such as production and sales
volume, price and discount rate, and found that these assumptions
were reasonable. We assessed the mathematical accuracy and integrity
of the impairment models and determined that the impairment charge
had been appropriately calculated. Given the estimation uncertainty
inherent in the impairment calculations,the financial statements
include a sensitivity analysis (refer to note16). Having re-performed the
sensitivity calculations and considered whether any other sensitivities
might be more appropriate, we are satisfied that the financial
statements adequately disclose the potential risk of future impairment
and reversal. We satisfied ourselves that any reasonable possible
change that results in a material adjustment to the impairment charge
had been considered.
Recoverability of investments in subsidiary undertakings (Company)
Refer to note 4 in the Parent Company financial statements.
The Parent Company had €27.3m of investments in subsidiary
undertakings. There is a risk that the performance of the subsidiary
undertakings is not sufficient to support their carrying value and
the assets may be impaired. As part of their considerations the
Directors compared the carrying amount of the investment to their
recoverable amount using a value in use model. Having performed
this assessment, no impairment was recognised.
We evaluated management’s assessment and considered the
consistency with other audit procedures performed. We verified
that the inputs to the assessment were mathematically accurate and
compared the carrying value of the investments to the recoverable
amounts determined by the value in use model. Based on our work
we found that the Directors’ view that there was no impairment to
recognise was appropriate.
Independent Auditors’ Report continued
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How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the
financial statements as a whole, taking into account the structure of the Group and the Company, the accounting
processes and controls, and the industry in which they operate.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the
financial statements as a whole, taking into account the structure of the Group and the Company, the accounting
processes and controls, and the industry in which they operate.
The Group’s accounting process is structured around a central finance function based in the UK. The accounting
records for each of the territories in which the Group operates is managed through the central finance function
except for the Netherlands entity which maintains their own accounting records and reports to the central finance
function through the submission of management reporting packs. We used our component auditor (PwC Netherlands),
who are familiar with the local laws and regulations, to perform an audit of the complete financial information in
respect of the subsidiary. In order to direct and supervise the component audit, the Group engagement team sent
detailed instructions to the local audit team. These included communication of the areas of focus and other required
communications. The consolidation, financial statement disclosures and a number of complex items were audited by the
Group engagement team in the UK. These areas included the going concern assessment, share based payments, tax
accounting and impairment assessment in respect of non-current assets. Taken together,these procedures gave us the
evidence we needed for our opinion on the financial statements as a whole.
The impact of climate risk on our audit
We made enquiries of management to understand their process to assess the extent of the potential impact of
climate change risks on the Group and its financial statements. We used our knowledge of the Group to consider
the completeness of the risk assessment, giving consideration to both physical and transition risks. Management has
outlined within their Strategic Report their sustainability goals, highlighting a focus on producing sustainable wood
products that are responsibly sourced from certified sustainable, well managed and fast growing forests. This has been
factored into their strategy and future business plans. Whilst the impact of climate change is uncertain there were no
indications that the useful lives of the assets are currently impacted by climate change. We also read the disclosures
made in relation to climate change, in the other information within the Annual Report, and considered their consistency
with the financial statements and our knowledge from our audit.
OVERVIEW
119
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and
in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – Group
Financial statements – Company
Overall materiality
1,350,000 EUR (2023: 1,600,000 EUR).
1,280,000 EUR (2023: 1,520,000 EUR).
How we determined it
1% of Total Revenue
1% of Total Assets but capped at 95% of Group materiality
Rationale for
benchmark applied
Given that the business is in a growth stage, revenue
was considered the most appropriate measure to
use and is a generally accepted benchmark.
The Company is a non-trading holding Company and
accordingly we conclude that total assets is an appropriate
benchmark.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group
materiality. The range of materiality allocated across components was 510,000 EUR to 1,280,000 EUR. Certain
components were audited to a local statutory audit materiality that was also less than our overall Group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality
in determining the scope of our audit and the nature and extent of our testing of account balances, classes of
transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2023:
75%) of overall materiality, amounting to 1,012,500 EUR (2023: 1,200,000 EUR) for the Group financial statements and
960,000 EUR (2023: 1,140,000 EUR) for the Company financial statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk
assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of
our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit
above 67,500 EUR (Group audit) (2023: 80,000 EUR) and 64,000 EUR (Company audit) (2023: 76,000 EUR) as well as
misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going
concern basis of accounting included:
• Understanding of the approach adopted by management through discussions with appropriate individuals within and
outside the finance function and in particular with the Interim Group CFO.
• Tested the integrity of the model used for the going concern assessment covering the period through to
30 September 2025, by recalculating certain outputs and checking the mathematical accuracy of the formulas within
the model. We also agreed the forecasts used to the FY25 board approved budget, tested the accuracy of the inputs
of the model by agreeing back to source documentation and obtained the loan agreements and recomputed the
financial covenants in the models.
• Discussions with management to understand the status of the Hull Tricoya plant and the decision and ability to delay
any further development of the plant for two years.
• Using our knowledge from the audit and the assessment of management’s ability to forecast accurately, we applied
our own stress test to management’s severe but plausible downside and in particular to the expected sales volumes
as well as funding required into the US joint venture.
• We have assessed the appropriateness of disclosures within the Annual Report in note 1 of the Group financial
statements and note 1 of the Company financial statements in respect of going concern and are satisfied that they
are appropriate and disclose the risks associated with the Group’s future financial performance and its impact on loan
covenant compliance.
Independent Auditors’ Report continued
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Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Group’s and the Company’s ability to
continue as a going concern for a period of at least twelve months from when the financial statements are authorised
for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the
Group’s and the Company’s ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and
our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial
statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the
extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency
or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement
of the financial statements or a material misstatement of the other information. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that
fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors Report, we also considered whether the disclosures required by the
UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain
opinions and matters as described below.
Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report
and Directors Report for the year ended 31 March 2024 is consistent with the financial statements and has been
prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their environment obtained in the course
of the audit, we did not identify any material misstatements in the Strategic report and Directors Report.
Directors’ Remuneration
In our opinion, the part of the Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for the preparation
of the financial statements in accordance with the applicable framework and for being satisfied that they give a true
and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Group or the Company or to cease operations, or
have no realistic alternative but to do so.
OVERVIEW
121
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
The directors are responsible for presenting and marking up the consolidated financial statements in compliance
with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format
(“ESEF Regulation”).
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) and ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with
laws and regulations related to UK corporate tax legislation, UK employment legislation and equivalent local laws and
regulations applicable to the component team, and we considered the extent to which non-compliance might have a
material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of controls), and determined that the principal
risks were related to posting inappropriate journal entries to achieve desired financial results and management bias in
accounting estimates. The Group engagement team shared this risk assessment with the component auditors so that
they could include appropriate audit procedures in response to such risks in their work. Audit procedures performed
by the Group engagement team and/or component auditors included:
• Gaining an understanding of the legal and regulatory framework applicable to the Group and the industry in
which it operates and considering the risk of acts by the Group which were contrary to applicable laws and
regulations,including fraud. We held discussions with Group management and the Group’s legal counsel,including
consideration of known or suspected instances of non-compliance with laws and regulation, that could give rise to a
material misstatement in the Group and Company financial statements.
• Challenging assumptions and judgements made by management in its significant accounting estimates,in particular in
relation to the going concern assessment, the refinance of Group finance facilities and impairment of assets.
• We did not identify any key audit matters relating to irregularities, including fraud. We also addressed the risk of
management override of internal controls, including testing journals, and evaluated whether there was evidence of
bias by the directors that represented a risk of material misstatement due to fraud.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances
of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the
financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using
data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than
testing complete populations. We will often seek to target particular items for testing based on their size or risk
characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from
which the sample is selected.
A further description of our responsibilities for the audit of the financial statements in accordance with ISAs (UK)
is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditors’ report.
Independent Auditors’ Report continued
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As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Group’s and Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s and Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group and Company to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the Group and Company audit. We remain solely responsible for
our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or
safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
It is also our responsibility to assess whether the consolidated financial statements have been prepared, in all material
respects, in compliance with the requirements laid down in the ESEF Regulation.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in
accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these
opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or
into whose hands it may come save where expressly agreed by our prior consent in writing.
OVERVIEW
123
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• the Company financial statements and the part of the Remuneration Report to be audited are not in agreement with
the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were appointed by the members on 8 September 2011 to
audit the financial statements for the year ended 31 March 2011 and subsequent financial periods. The period of total
uninterrupted engagement is 14 years, covering the years ended 31 March 2011 to 31 March 2024.
Report on other legal and regulatory requirements
We have checked the compliance of the consolidated financial statements of the Group as at 31 March 2024 with the
relevant statutory requirements set out in the ESEF Regulation that are applicable to financial statements. That is, for
the Group:
• The consolidated financial statements are prepared in a valid xHTML format;
• The XBRL markup of the consolidated financial statements uses the core taxonomy and the common rules on markups
specified in the ESEF Regulation.
• In our opinion, the consolidated financial statements of the Group as at 31 March 2024, identified as
213800HKRFK8PNUNV581-2024-03-31-en.zip, have been prepared, in all material respects, in compliance with the
requirements laid down in the ESEF Regulation.
Jonathan Lambert (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
25 June 2024
Independent Auditors’ Report continued
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
124
Note
2024
€’000
Underlying
2024
€’000
Exceptional
items*
2024
€’000
Total
2023
€’000
Underlying
2023
€’000
Exceptional
items*
2023
€’000
Total
Accoya wood revenue
123,139
–
123,139
143,493
–
143,493
Tricoya panel revenue
4,134
–
4,134
1,374
–
1,374
Licence revenue
77
–
77
329
–
329
Other revenue
8,820
–
8,820
16,822
–
16,822
Total revenue
3
136,170
–
136,170
162,018
–
162,018
Cost of sales
(95,287)
–
(95,287)
(106,852)
–
(106,852)
Gross profit
40,883
–
40,883
55,166
–
55,166
Other operating costs
4
(41,927)
(8,200)
(50,127)
(39,878)
(87,453)
(127,331)
Operating (loss)/profit
8
(1,044)
(8,200)
(9,244)
15,288
(87,453)
(72,165)
Finance income
9
138
–
138
–
–
–
Finance expense
10
(4,418)
530
(3,888)
(3,224)
9,350
6,126
Share of net loss from joint venture
accounted for using the equity method
28
(4,100)
–
(4,100)
(1,036)
–
(1,036)
(Loss)/Profit before taxation
(9,424)
(7,670)
(17,094)
11,028
(78,103)
(67,075)
Tax expense
(765)
–
(765)
(2,787)
–
(2,787)
(Loss)/Profit for the year
(10,189)
(7,670)
(17,859)
8,241
(78,103)
(69,862)
Items that may be reclassified to
profit or loss
Gain/(loss) arising on translation of
foreign operations
2
–
2
(61)
–
(61)
Gain/(loss) arising on foreign currency
cash flow hedges
–
–
–
42
–
42
Total other comprehensive (loss)/gain
2
–
2
(19)
–
(19)
Total comprehensive gain/(loss) for
the year
(10,187)
(7,670)
(17,857)
8,222
(78,103)
(69,881)
Total comprehensive gain/(loss) for
the year is attributable to:
Owners of Accsys Technologies PLC
(10,187)
(7,670)
(17,857)
9,509
(48,566)
(39,057)
Non-controlling interests
–
–
–
(1,287)
(29,537)
(30,824)
Total comprehensive gain/(loss) for
the year
(10,187)
(7,670)
(17,857)
8,222
(78,103)
(69,881)
Basic profit/(loss) per ordinary share
13
€(0.04)
€(0.08)
€0.05
€(0.19)
Diluted profit/(loss) per ordinary share
13
–
–
€0.04
–
* See note 5 for details of exceptional items.
The notes on pages 129 to 168 form an integral part of these financial statements.
Consolidated Statement of Comprehensive Income
for the year ended 31 March 2024
OVERVIEW
125
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
Registered Company 05534340
Note
2024
€’000
2023
€’000
Non-current assets
Intangible assets
15
10,048
10,491
Investment accounted for using the equity method
28
31,685
30,859
Property, plant and equipment
16
93,474
106,051
Right of use assets
17
3,736
4,044
Financial asset at fair value through profit or loss
18
–
–
138,943
151,445
Current assets
Inventories
21
25,743
29,946
Trade and other receivables
22
17,612
18,075
Cash and cash equivalents
29
27,427
26,593
Corporation tax receivable
250
459
71,032
75,073
Current liabilities
Trade and other payables
24
(18,797)
(25,896)
Obligation under lease liabilities
17
(690)
(980)
Short term borrowings
29
–
(9,500)
Corporation tax payable
(6,719)
(6,082)
(26,206)
(42,458)
Net current assets
44,826
32,615
Non-current liabilities
Obligation under lease liabilities
17
(3,648)
(3,755)
Other long term borrowings
29
(60,204)
(56,420)
Financial guarantee
31
–
–
Financial liability at amortised cost
23
(1,102)
(1,383)
(64,954)
(61,558)
Net assets
118,815
122,502
Equity
Share capital
25
11,976
10,963
Share premium account
262,394
250,717
Other reserves
26
114,743
114,743
Accumulated loss
(270,421)
(254,042)
Own shares
(8)
(8)
Foreign currency translation reserve
131
129
Capital value attributable to owners of Accsys Technologies PLC
118,815
122,502
Non-controlling interest in subsidiaries
27
–
–
Total equity
118,815
122,502
The financial statements on pages 125 to 168 were approved by the Board of Directors on 25 June 2024 and signed on
its behalf by
Jelena Arsic van Os
Roland Waibel
Director
Director
Consolidated Statement of Financial Position
as at 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
126
Share
capital
Ordinary
€000
Share
premium
€000
Other
reserves
€000
Own
Shares
€000
Foreign
currency
translation
reserve
€000
Accumulated
Loss
€000
Total equity
attributable
to equity
shareholders of
the company
€000
Non-
Controlling
interests
€000
Total
Equity
€000
Balance at 31 March 2022
9,638
223,326
114,701
(6)
190
(210,505)
137,344
35,526
172,870
Loss for the year
–
–
–
–
–
(39,038)
(39,038)
(30,824) (69,862)
Other comprehensive
gain/(loss) for the year
–
–
42
–
(61)
–
(19)
–
(19)
Share based payments
–
–
–
–
–
366
366
–
366
Shares issued
731
–
–
(2)
–
(22)
707
–
707
Premium on shares issued
–
19,526
–
–
–
–
19,526
–
19,526
Share issue costs
–
(1,086)
–
–
–
–
(1,086)
–
(1,086)
Acquisition of subsidiary
shares from non-controlling
interests
594
8,951
–
–
–
(4,843)
4,702
(4,702)
–
Balance at 31 March 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/(loss) 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)
Acquisition of subsidiary
shares from non-controlling
interests
–
–
–
–
–
–
–
–
–
Balance at 31 March 2024
11,976
262,394
114,743
(8)
131
(270,421)
118,815
–
118,815
Share capital is the amount subscribed for shares at nominal value (note 25).
Share premium account represents the excess of the amount subscribed for share capital over the nominal value of
these shares, net of share issue expenses. Share issue expenses comprise the costs in respect of the issue by the
Company of new shares.
See note 26 for details concerning Other reserves.
Non-controlling interests relate to the previous investment of various parties into Tricoya Technologies Limited and
Tricoya UK Limited. The Group purchased the remaining shareholding in the Tricoya entities in the prior year (see note
27).
Foreign currency translation reserve arises on the re-translation of the Group’s USA subsidiary’s net assets which are
denominated in a different functional currency, being US dollars.
Accumulated losses represent the cumulative loss of the Group attributable to the owners of the parent.
The notes on pages 129 to 168 form an integral part of these financial statements.
Consolidated Statement of Changes in Equity
for the year ended 31 March 2024
OVERVIEW
127
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
Consolidated Statement of Cash Flow
for the year ended 31 March 2024
2024
€’000
2023
€’000
(Loss)/profit before taxation
(17,094)
(67,075)
Adjustments for:
Amortisation of intangible assets
828
780
Depreciation of property, plant and equipment, and right of use assets
8,751
7,512
Impairment loss
7,000
86,000
Net finance expenses/(income)
3,750
(6,126)
Equity-settled share-based payment expenses
1,480
366
Accsys portion of Licence fee received from joint venture
–
300
Share of net loss of joint venture
4,100
1,036
Currency translation losses/(gains)
108
(70)
Cash inflows from operating activities before changes in working capital
8,923
22,723
(Increase)/decrease in trade and other receivables
393
(1,154)
(Increase)/decrease in inventories
4,203
(9,596)
Increase/(decrease) in trade and other payables
(6,403)
4,673
Net cash from operating activities before tax
7,116
16,646
Tax received
81
87
Net cash from operating activities
7,197
16,733
Cash flows from investing activities
Investment in property, plant and equipment
(3,090)
(29,773)
Foreign exchange deal settlement related to hedging of Hull Capex
–
(81)
Investment in intangible assets
(385)
(437)
Investment in joint venture
(4,926)
(28,979)
Net cash (used in) investing activities
(8,401)
(59,270)
Cash flows from financing activities
Proceeds from loans
9,901
10,000
Other finance costs
(36)
(250)
Interest Paid
(2,774)
(2,429)
Repayment of lease liabilities
(1,044)
(940)
Repayment of loans/rolled up interest
(17,000)
–
Proceeds from issue of share capital
13,332
20,258
Share issue costs
(642)
(1,086)
Net cash from financing activities
1,737
25,553
Net decrease in cash and cash equivalents
533
(16,984)
Effect of exchange rate changes on cash and cash equivalents
301
1,523
Opening cash and cash equivalents
26,593
42,054
Closing cash and cash equivalents
27,427
26,593
The notes on pages 129 to 168 form an integral part of these financial statements.
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
128
1. Accounting Policies
Basis of accounting
The Group’s financial statements have been prepared under the historical cost convention (except for certain financial
instruments and equity investments which are measured at fair value), in accordance with UK-adopted international
accounting standards and with the requirements of the Companies Act 2006 as applicable to companies reporting
under those standards. In addition, the financial statements are also prepared in accordance with international financial
reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and the
Dutch Financial Markets Supervision Act.
Going Concern
The consolidated financial statements are prepared on a going concern basis, which assumes that the Group will
continue in operational existence for the foreseeable future, and at least for the 12 months from the date these financial
statements are approved (the ‘going concern period’). As part of the Group’s going concern review, the Directors
have assessed the Group’s trading forecasts, working capital and liquidity requirements, and bank facility covenant
compliance for the going concern period under a base case scenario and a severe but plausible downside scenario.
The cash flow forecasts used for the going concern assessment represent the Directors’ best estimate of trading
performance and cost implications in the market based on current agreements, market experience and consumer
demand expectations. These forecasts indicate that, in order to continue as a going concern, the Group is dependent
on achieving a certain level of performance relating to the production and sale of Accoya, and the management of its
working capital.
In both scenarios, the Directors have assumed no commitment will be made to complete the construction and start-up
of the Tricoya UK plant in Hull unless the Board definitively determines to proceed with the project and appropriate
levels of funding arrangements are obtained to do so. In the base scenario, financial support is included for ongoing
care & maintenance costs, whilst in the downside scenario, it is assumed that the Group discontinues its financial
support in relation to the Tricoya UK plant.
The Directors’ have also considered the possible quantum and timing of funding required to complete the plant
currently being commissioned by Accoya USA LLC, and for the initial operational working capital requirements of the
entity. Notwithstanding that the construction project benefits from certain contractual measures in place with the lead
engineering, construction and procurement contractor, Accsys has a contractual obligation to fund its 60% share of
Accoya USA LLC on a pro rata basis with its joint venture partner (Eastman Chemicals Company).
The Group is also dependent on the Group’s financial resources including its existing cash position, banking and finance
facilities (see note 29 for details).
The Directors considered a severe but plausible downside scenario against the base case with reduced Accoya sales
volumes and increased funding into Accoya USA LLC and a reverse stress test was performed to determine the
decrease in Accoya sales volume from the Arnhem plant required to breach banking covenants. The Directors do not
expect the assumptions in the severe but plausible downside scenario or the reverse stress test scenario to materialise,
but should they unfold, the Group has several mitigating actions it can implement to manage its going concern risk,
such as deferring discretionary capital expenditure and implementing further cost reductions to maintain a sufficient
level of liquidity and covenant headroom during the going concern period. The combined impact of the above downside
scenarios and mitigations does not trigger a minimum liquidity breach or covenant breach at any point in the going
concern period. In the reverse stress test, a decrease of approximately 10% on Accoya sales volume from the Arnhem
plant compared to an equivalent prior year period or a decrease of approximately 20% compared to the equivalent
base scenario period (both excluding North American sales which move to the Kingsport site once operational) was
required to reach the banking covenant breach point.
The Directors believe that while some uncertainty always inherently remains in achieving the budget, in particular in
relation to market conditions outside of the Group’s control, after carefully considering all the factors explained in this
statement, there is sufficient liquidity and covenant headroom such that there is no material uncertainty with respect
to going concern and have prepared the financial statements on this basis.
Notes to the Financial Statements
for the year ended 31 March 2024
OVERVIEW
129
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
1. Accounting Policies continued
Exceptional Items
Exceptional items are events or transactions that fall outside the ordinary activities of the Group and which by
virtue of their size or incidence, have been separately disclosed in order to improve a reader’s understanding of the
financial statements. These include items relating to the restructuring of a significant part of the Group, impairment
losses (or the reversal of previously recorded exceptional impairments), expenditure relating to the integration and
implementation of significant acquisitions and other one-off events or transactions, such as re-financing of Group
borrowings. See note 5 for details of exceptional items.
Business combinations
A subsidiary is an entity over which the Group has control. Control is evident where the Group is exposed to, or has
rights to, variable returns from its involvement with that entity and has the ability to affect those returns through its
power over that entity. The consolidated financial statements present the results of the Group including the results of
Accsys Technologies plc and its subsidiaries and joint venture. All Intra-group transactions and balances are eliminated
in full.
The consolidated financial statements incorporate the results of business combinations using the acquisition method.
In the consolidated statement of financial position, the acquirer’s identifiable assets, liabilities, and contingent liabilities
are initially recognised at their fair values at the acquisition date. The results of operations acquired or disposed are
included in the consolidated statement of comprehensive income from the effective date of acquiring control or up to
the effective date of disposal.
As allowed under IFRS 1, some business combinations effected prior to transition to IFRS, were accounted for using the
merger method of accounting. Under this method, assets and liabilities are included in the consolidation at their book
values, not fair values, and any differences between the cost of investment and net assets acquired were taken to the
merger reserve. The majority of the merger reserve arose from a corporate restructuring in the year ended 31 March
2006 which introduced Accsys Technologies PLC as the new holding Company.
Non-controlling interests are measured, at initial recognition, as the non-controlling proportion of the fair values of the
assets and liabilities recognised at acquisition.
After initial recognition, non-controlling interests are measured as the aggregate of the value at initial recognition
and their subsequent proportionate share of profits and losses less any distributions made. Changes in the Group’s
interests in subsidiaries that do not result in a change in control are accounted for as equity transactions. Any
resulting difference between the amount by which the non-controlling interests are adjusted and the fair value of the
consideration payable or receivable is recognised directly in equity and attributed to the shareholders.
When the Group ceases to consolidate or equity account for an investment because of a loss of control, joint control
or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying
amount recognised in profit or loss.
Revenue from contracts with customers
Revenue is measured at the fair value of the consideration receivable. Revenue is recognised to the extent that it is
highly probable that a significant reversal will not occur based on the consideration in the contract. The following
specific recognition criteria must also be met before revenue is recognised.
Manufacturing revenue
Revenue is recognised from the sale of goods at a point in time and is measured at the amount of the transaction price
received in exchange for transferring goods. The transaction price is the expected consideration to be received, to
the extent that it is highly probable that there will not be a significant reversal of revenue in the future. Revenue is
recognised when the Group’s performance obligations under the relevant customer contract have been satisfied.
Manufacturing revenue includes the sale of Accoya wood, Tricoya panels.
Notes to the Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
130
Licensing fees
Licence fees are recognised over the period of the relevant agreements according to the specific terms of each
agreement or the quantities and/or values of the licensed product sold. The accounting policy for the recognition of
licence fees is based upon satisfaction of the performance obligations set out in the contract such as an assessment of
the work required before the licence is signed and subsequently during the design, construction and commissioning of
the licensees’ plant, with an appropriate proportion of the fee recognised upon signing and the balance recognised as
the project progresses to completion. The amount of any cash received but not recognised as income is included in the
financial statements as deferred income and shown as a liability.
Other revenue
Included within other revenue are raw wood and acetic acid sales. Revenue is recognised from the sale of goods at
a point in time and is measured at the amount of the transaction price received in exchange for transferring goods.
Revenue is recognised when the Group’s performance obligations have been satisfied.
Finance income
Interest accrues using the effective interest method, i.e. the rate that discounts estimated future cash receipts
through the expected life of the financial instrument to the net carrying amount of the financial asset.
Finance expenses and borrowing costs
Finance expenses include the fees, interest and other finance charges associated with the Group’s loan notes, credit
facilities and leases, which are expensed over the period that the Group has access to the loans, facilities and leases.
Foreign exchange gains or losses on the loan notes are included within finance expenses.
Interest on borrowings directly relating to the construction or production of qualifying assets are capitalised until such
time as the assets are substantially ready for their intended use or sale. Where funds have been borrowed specifically
to finance a project, the amount capitalised represents the actual borrowing costs incurred.
Where the funds used to finance a project form part of general borrowings, the amount capitalised is calculated using a
weighted average of rates applicable to relevant general borrowings of the Group during the construction period. The
capitalisation of borrowing costs is suspended during extended periods in which it suspends active development of a
qualifying asset.
Share based payments
The Company awards nil cost options to acquire Ordinary shares in the capital of the Company to certain Directors
and employees. The Company has also previously awarded bonuses to certain employees in the form of the award of
deferred shares of the Company.
In addition the Company has established an Employee Share Participation Plan under which employees subscribe
for new shares which are held by a trust for the benefit of the subscribing employees. The shares are released to
employees after one year, together with an additional, matching share on a one for one basis.
The fair value of options and deferred shares granted are recognised as an employee expense with a corresponding
increase in equity. The fair value is measured at grant date and is charged to the consolidated statement of
comprehensive income over the vesting period during which the employees become unconditionally entitled to the
options or shares.
The fair value of share options granted is measured using a modified Black Scholes model, taking into account the terms
and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the
actual number of share options that vest only where vesting is dependent upon the satisfaction of service and non-
market vesting conditions.
Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest
at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on
the number of options which eventually vest. Market vesting conditions are factored into the fair value of the options
granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
OVERVIEW
131
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
1. Accounting Policies continued
Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid.
Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Pensions
The Group contributes to certain defined contribution pension and employee benefit schemes on behalf of its
employees. These costs are charged to the consolidated statement of comprehensive income on an accruals basis.
Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the consolidated
statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which
case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the reporting date together with any adjustment to tax payable in respect of previous years. Current tax
includes the expected impact of claims submitted by the Group to tax authorities in respect of enhanced tax relief for
expenditure on research and development.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for:
• the initial recognition of goodwill;
• the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business
combination;
• differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable
future.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying
amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. Recognition
of deferred tax assets is restricted to the extent that it is probable that future taxable profits will be available against
which the temporary differences can be utilised.
Foreign currencies
The individual financial statements of each Group company are presented in the currency of the primary economic
environment in which it operates (the functional currency). For the purposes of the consolidated financial statements,
the results and financial position of each Group company are expressed in Euro, which is the functional currency of the
parent Company, and the presentation currency of the consolidated financial statements.
In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s
functional currencies are recognised at the rates of exchange prevailing on the date of the transactions. At each reporting
date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at
that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which they arise.
For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign
operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated
at the average monthly exchange rates prevailing in the month in which the transaction took place. Exchange
differences arising, if any, are recognised in other comprehensive income and accumulated in the foreign currency
translation reserve. Such translation differences are reclassified to profit and loss only on disposal or partial disposal of
the overseas operation.
Notes to the Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
132
Foreign exchange hedging
The Group has adopted IFRS 9 hedge accounting in respect of the cash flow hedging instruments that it uses to
manage the risk of foreign exchange movements impacting on future cash flows and profitability.
The Group has prospectively assessed the effectiveness of its cash flow hedging using the ‘hedge ratio’ of quantities
of cash held in the same currency as future foreign exchange cash flow quantities related to committed investment in
plant and equipment. The Group has undertaken a qualitative analysis to confirm that an ‘economic relationship’ exists
between the hedging instrument and the hedged item. It is also satisfied that credit risk will not dominate the value
changes that result from that economic relationship.
At the end of each reporting period the Group measures the effectiveness of its cash flow hedging and recognises the
effective cash flow hedge results in Other Comprehensive Income and the Hedging Effectiveness Reserve within Equity,
together with its ineffective hedge results in Profit and Loss. Amounts are reclassified from the Hedging Effectiveness
Reserve to property, plant and equipment once construction has been completed or Profit and Loss when the
associated hedged transaction affects Profit and Loss. Further details are included in note 5.
Government grants
Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received
and the Group will comply with the attached conditions. When the grant relates to an expense item, it is recognised as
income over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate.
Where the grant relates to an asset they are credited to a deferred income account and released to the statement of
comprehensive income over the expected useful life of the relevant asset on a straight line basis.
Goodwill
Goodwill arising on the acquisition of a subsidiary undertaking is the difference between the fair value of the
consideration paid and the fair value of the identifiable assets and liabilities acquired. It is capitalised, and is subject
to annual impairment reviews by the Directors. Any impairment arising is charged to the consolidated statement of
comprehensive income. Where the fair value of the identifiable assets and liabilities acquired is greater than the fair
value of consideration paid, the resulting amount is treated as a gain on a bargain purchase and is recognised in the
consolidated statement of comprehensive income.
Joint venture
The Group has entered into a joint venture agreement with Eastman Chemical Company, forming Accoya USA LLC. The
Group applies IFRS 11 for this joint arrangement, and following assessment of the nature of this joint arrangement, has
determined it to be a joint venture. Interest in the joint venture is accounted for using the equity method, after initially
being recognised at cost.
Further details concerning the Accoya USA LLC joint venture with Eastman Chemical Company are included in note 28.
Other intangible assets
Intellectual property rights, including patents, which cover a portfolio of novel processes and products, are shown in
the financial statements at cost less accumulated amortisation and any amounts by which the carrying value is assessed
during an annual review to have been impaired. At present, the useful economic life of the intellectual property is
considered to be 20 years.
Internal development costs are incurred as part of the Group’s activities including new processes, process
improvements, identifying new species and improving the Group’s existing products. Research costs are expensed
as incurred. Development costs are capitalised when all of the criteria set out in IAS 38 ‘Intangible Assets’ (including
criteria concerning technical feasibility, ability and intention to use or sell, ability to generate future economic benefits,
ability to complete the development and ability to reliably measure the expenditure) have been met. These internal
development costs are amortised on a straight line basis over their useful economic life, between eight and 20 years.
OVERVIEW
133
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
1. Accounting Policies continued
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment charged. Cost
includes the original purchase price of the asset as well as costs of bringing the asset to the working condition and
location of its intended use. The capitalisation of costs is suspended during extended periods in which it suspends active
development of a qualifying asset. Depreciation is provided at rates calculated to write off the cost less estimated residual
value of each asset, except freehold land, over its expected useful life on a straight line basis, as follows:
Plant and machinery
These assets comprise pilot plants and production facilities. These facilities are depreciated
from the date they become available for use over their useful lives of between five and
20 years
Office equipment
Useful life of between three and five years
Leased land and buildings Land held under a finance lease is depreciated over the life of the lease
Impairment of non-financial assets
The carrying amount of non-current non-financial assets of the Group is compared to the recoverable amount of the
assets whenever events or changes in circumstances indicate that the net book value may not be recoverable, or in
the case of goodwill, annually. The recoverable amount is the higher of value in use and the fair value less cost to sell.
In assessing the value in use, the expected future cash flows from the assets are determined by applying a discount
rate to the anticipated pre-tax future cash flows. An impairment charge is recognised in the consolidated statement
of comprehensive income to the extent that the carrying amount exceeds the assets’ recoverable amount. The revised
carrying amounts are amortised or depreciated in line with Group accounting policies. A previously recognised
impairment loss, other than on goodwill, is reversed if the recoverable amount increases as a result of a reversal of
the conditions that originally resulted in the impairment. This reversal is recognised in the consolidated statement of
comprehensive income and is limited to the carrying amount that would have been determined, net of depreciation,
had no impairment loss been recognised in prior years. Assets are grouped at the lowest levels for which there are
separately identifiable cash flows (cash generating units) for purposes of assessing impairment.
Leases
To the extent that a right-of-control exists over an asset subject to a lease, a right-of-use asset, representing the
Group’s right to use the underlying leased asset, and a lease liability, representing the Group’s obligation to make lease
payments, are recognised in the consolidated statement of financial position at the commencement of the lease.
The right-of-use asset is measured initially at cost and includes the amount of initial measurement of the lease liability,
any initial direct costs incurred, including advance lease payments, and an estimate of the dismantling, removal and
restoration costs required in terms of the lease. Depreciation is charged to the consolidated income statement so as
to depreciate the right-of-use asset from the commencement date to the earlier of the end of the useful life of the
right-of-use asset or the end of the lease term. The lease term shall include the period of an extension option where it
is reasonably certain that the option will be exercised. Where the lease contains a purchase option the asset is written
off over the useful life of the asset when it is reasonably certain that the purchase option will be exercised.
The lease liability is measured at the present value of the future lease payments, including variable lease payments that
depend on an index and the exercise price of purchase options where it is reasonably certain that the option will be
exercised, discounted using the interest rate implicit in the lease, if readily determinable. If the implicit interest rate
cannot be readily determined, the lessee’s incremental borrowing rate is used. Finance charges are recognised in the
consolidated statement of comprehensive income over the period of the lease.
Lease expenses for leases with a duration of one year or less and low-value assets are not recognised in the
consolidated statement of financial position, and are charged to the consolidated income statement when incurred.
Low-value assets are determined based on quantitative criteria.
The Group has used the following practical expedients permitted by the standard:
• The use of a single discount rate to a portfolio of leases with reasonably similar characteristics
• Reliance on previous assessments on whether leases are onerous
• The use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.
Notes to the Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
134
Inventories
Raw materials, which consist of unprocessed timber and chemicals used in manufacturing operations, are valued at the
lower of cost and net realisable value. The basis on which cost is derived is a first-in, first-out basis.
Finished goods, comprising processed timber, are stated at the lower of weighted average cost of production or
net realisable value. Costs include direct materials, direct labour costs and production overheads (excluding the
depreciation/depletion of relevant property and plant and equipment) absorbed at an appropriate level of capacity
utilisation. Net realisable value represents the estimated selling price less all expected costs to completion and costs to
be incurred in selling and distribution.
Fair value measurement
Assets and liabilities that are measured at fair value, or where the fair value of financial instruments has been disclosed
in notes to the financial statements, are based on the following fair value measurement hierarchy:
• level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
• level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or liability, either
directly (that is, as prices) or indirectly (that is, derived from prices); and
• level 3 – inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
Specific valuation methodologies used to value financial instruments include other techniques, including discounted
cash flow analysis, are used to determine the fair values of other financial instruments.
Financial assets
Financial assets and financial liabilities are recognised in the Group’s consolidated statement of financial position when
the Group becomes party to the contractual provisions of the instrument.
Financial assets are initially measured at fair value and in the case of investments not at fair value through profit or loss,
fair value plus directly attributable transaction costs.
Except where a reliable fair value cannot be obtained, unlisted shares held by the Group are classified as fair value
through other comprehensive income and are stated at fair value. Gains and losses arising from changes in fair value
are recognised directly in other comprehensive income, with dividends recognised in profit or loss. Where it is not
possible to obtain a reliable fair value, these investments are held at cost less provision for impairment.
Loans and receivables, which comprise non-derivative financial assets with fixed and determinable payments that are
not quoted on an active market, are initially recognised at fair value plus transaction costs that are directly attributable
to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method,
less provision for impairment.
Trade and other receivables
Trade receivables are initially recognised at fair value and are subsequently measured at amortised cost using the
effective interest rate method, less allowance for impairments. The Group has elected to apply the IFRS 9 practical
expedient option to measure the value of its trade receivables at transaction price, as they do not contain a significant
financing element. The Group applies IFRS 9’s ‘simplified’ approach that requires companies to recognise the lifetime
expected losses on its trade receivables. At the date of initial recognition, the credit losses expected to arise over the
lifetime of a trade receivable are recognised as an impairment and are adjusted, over the lifetime of the receivable, to
reflect objective evidence reflecting whether the Group will not be able to collect its debts.
Cash and cash equivalents
Cash and cash equivalents in the consolidated statement of financial position comprise cash at bank and in hand and
short-term deposits, including liquidity funds, with an original maturity of three months or less. For the purpose of the
statement of consolidated cash flow, cash and cash equivalents consist of cash and cash equivalents as defined above,
net of outstanding bank overdrafts. In the prior year, Cash and cash equivalents included cash pledged to ABN Amro as
collateral for the $20 million Letter of Credit provided to FHB. See note 31.
OVERVIEW
135
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
1. Accounting Policies continued
Financial liabilities
Other financial liabilities
Trade payables and other financial liabilities are initially recognised at fair value and subsequently carried at amortised
cost using the effective interest method.
Loans and other borrowings are initially recognised at the fair value of amounts received net of transaction costs and
subsequently measured at amortised cost using the effective interest method.
Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled
or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred
to another party and the consideration paid, including any non cash assets transferred or liabilities assumed, is
recognised in profit or loss as other income or finance costs.
Financial guarantee contracts
Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued.
The liability is initially measured at fair value, which is determined based on the present value of the difference in cash
flows between the contractual payments required under the FHB borrowing (provided to the Company’s joint venture
– Accoya USA) and the payments that are estimated to be required without the guarantee being provided by Accsys to
FHB. To calculate the fair value of the guarantee, the present value calculation is then weighted by the probability of the
guarantee being called by FHB.
Where guarantees in relation to loans or other payables of associates are provided for no compensation, the fair values
are accounted for as contributions and recognised as part of the cost of the investment.
Share capital
Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition
of a financial liability. The Group’s shares are classified as equity instruments.
Segmental Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Executive
Officer. The Chief Executive Officer is responsible for allocating resources and assessing performance of the operating
segments and has been identified as steering the committee that makes strategic decisions.
Alternative Performance Measures
The Group presents certain measures of financial performance, position or cash flows in the Annual Report and financial
statements that are not defined or specified according to IFRS (International financial reporting standards). These
measures, referred to as Alternative Performance Measures (APMs), are prepared on a consistent basis for all periods
presented in this report.
The most significant APMs are:
Net debt
A measure comprising short term and long-term borrowings (including lease obligations) less cash and cash
equivalents. Net debt provides a measure of the Group’s net indebtedness or overall leverage.
Underlying EBITDA
Operating profit/(loss) before Exceptional items and other adjustments, depreciation and amortisation and includes
the Group’s attributable share of our USA joint venture’s underlying EBITDA. Underlying EBITDA provides a measure of
the cash-generating ability of the business that is comparable from year to year.
Underlying EBIT
Operating profit/(loss) before Exceptional items and other adjustments and includes the Group’s attributable share
of our USA joint venture’s underlying EBIT. Underlying EBIT provides a measure of the operating performance that is
comparable from year to year.
Notes to the Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
136
Adjusted EBITDA
Underlying EBITDA plus the Group’s attributable share of our USA joint venture’s underlying EBITDA. Adjusted EBITDA
provides a measure of the cash-generating ability of the business that is comparable from year to year.
Adjusted EBIT
Underlying EBIT plus the Group’s attributable share of our USA joint venture’s underlying EBIT. Adjusted EBIT provides
a measure of the operating performance that is comparable from year to year.
Net Debt/Underlying EBITDA
Net debt divided by trailing 12-month underlying EBITDA. A measure of the Group’s net indebtedness relative to its
cash-generating ability.
Accoya Manufacturing margin
Accoya segmental underlying gross profit excluding Accoya underlying licence revenue and marketing services
expressed as a percentage over Accoya segmental total revenue excluding Accoya underlying licence revenue and
marketing services. Accoya Manufacturing margin provides a measure of the profitability of the Accoya operations
relative to revenue.
Adjusted Cash
Cash & cash equivalents less restricted cash. See note 29.
Free cashflow
Net cash from operating activities less investment in property, plant and equipment. See note 29.
2. Accounting judgements and estimates
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
Accounting estimates
Goodwill
The Group tests annually whether goodwill has suffered any impairment in accordance with the accounting policy
stated above. The recoverable amounts of cash-generating units have been determined based on value in use
calculations. These calculations require the use of judgements in relation to discount rates and future forecasts (See
note 15 & 16). The recoverability of these balances is dependent upon the level of future licence fees and manufacturing
revenues. While the scope and timing of the production facilities to be built under the Group’s existing and future
agreements remains uncertain, the Directors remain confident that revenue from own manufacturing, existing
licensees, new licence or consortium agreements will be generated, demonstrating the recoverability of these balances.
Intellectual property rights (IPR) and property, plant and equipment
The Group tests the carrying amount of the intellectual property rights and property, plant and equipment whenever
events or changes in circumstances indicate that the net book value may not be recoverable. These calculations require
the use of estimates in respect of future cash flows from the assets by applying a discount rate to the anticipated
pre-tax future cash flows. Within this process, the Group makes a number of key assumptions including operating
margins, production volumes, discount rates, terminal growth rates and forecast cash flows. Additional information is
disclosed in note 15 & 16, which highlights the estimates applied in the value-in-use calculations for those CGUs that
are considered most susceptible to changes in key assumptions and the sensitivity of these estimates. The Group also
reviews the estimated useful lives at the end of each annual reporting period (See note 15 & 16). The price of Accoya
wood and the raw materials and other inputs vary according to market conditions outside of the Group’s control.
Should the price of the raw materials increase greater than the sales price or in a way which no longer makes Accoya
competitive, then the carrying value of the property, plant and equipment or IPR may be in doubt and become impaired.
The Directors consider that the current market and best estimates of future prices mean that this risk is limited.
Valuation of value recovery instrument (“VRI”)
These calculations require the use of estimates in respect of future cash flows and by applying a discount rate to the
anticipated future cash flows. The same future cash flows modelled in Property, plant and equipment testing are used
for this calculation. Additional information is disclosed in note 16 & 23.
OVERVIEW
137
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
1. Accounting judgements and estimates continued
Accounting judgements
In preparing the Consolidated Financial Statements, management has to make judgments on how to apply the Group’s
accounting policies and make estimates about the future. The critical judgements that have been made in arriving
at the amounts recognised in the Consolidated Financial Statements and the key sources of uncertainty that have a
significant risk of causing a material adjustment to the carrying value of assets and liabilities in the next financial year
are discussed below:
Financial asset at fair value through profit or loss
The Group has an investment in listed equity shares carried at nil fair value as a reliable fair value cannot be obtained
since there is no active market for the shares and there is currently uncertainty around the future funding of the
business. The Group makes appropriate enquiries and considers all of the information available to it in order to
determine the fair value (See note 18).
Investment in joint venture
The Group, together with Eastman Chemical Company formed a new Company, Accoya USA LLC, 60% owned by Accsys
and 40% owned by Eastman. The two parties are assessed to jointly control the entity, due to the operating agreement
requiring both joint venture partners to approve key business decisions. See note 28 for further details.
New standards and interpretations in issue at the date of authorisation of these financial
statements:
New standards, amendments and interpretations
The following amendments to Standards and a new Interpretation have been adopted for the financial year beginning
on 1 April 2023:
• IFRS 17 insurance contracts;
• Definition of Accounting Estimates – Amendments to IAS 8;
• OECD Pillar Two Rules
• Deferred Tax related to Assets and Liabilities arising from a Single Transaction – amendments to IAS 12; and
• Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2.
The amendments listed above did not have any impact on the amounts recognised in prior periods and are not
expected to significantly affect the current or future periods.
New standards, amendments and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 31 March 2024
reporting periods and have not been early adopted by the Group. These standards are not expected to have a material
impact on the entity in the current or future reporting periods and on foreseeable future transactions.
Notes to the Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
138
3. Segmental reporting
The Group’s business is the manufacturing of and development, commercialisation and licensing of the associated
proprietary technology for the manufacture of Accoya wood, Tricoya wood elements and related acetylation
technologies. Segmental reporting is divided between corporate activities, activities directly attributable to Accoya, to
Tricoya or research and development activities.
Accoya
Accoya Segment
Year ended
31 March
2024
Underlying
€’000
Year ended
31 March
2024
Exceptional
items
€’000
Year ended
31 March
2024
TOTAL
€’000
Year ended
31 March
2023
Underlying
€’000
Year ended
31 March
2023
Exceptional
items
€’000
Year ended
31 March
2023
TOTAL
€’000
Accoya wood revenue
123,139
–
123,139
143,494
–
143,494
Licence revenue
–
–
–
300
–
300
Other revenue
8,770
–
8,770
16,773
–
16,773
Total Revenue
131,909
–
131,909
160,567
–
160,567
Cost of sales
(91,393)
–
(91,393)
(105,608)
–
(105,608)
Gross profit
40,516
–
40,516
54,959
–
54,959
Other operating costs
(28,859)
(1,000)
(29,859)
(27,912)
–
(27,912)
Profit from operations
11,657
(1,000)
10,657
27,047
–
27,047
Profit from operations / EBIT
11,657
(1,000)
10,657
27,047
–
27,047
Depreciation and amortisation
8,947
–
8,947
7,695
–
7,695
EBITDA
20,604
(1,000)
19,604
34,742
–
34,742
Reconciliation of Accoya Adjusted EBIT and EBITDA
Year ended
31 March
2024
€’000
Year ended
31 March
2023
€’000
Profit / (loss) from operations / Underlying EBIT
11,657
27,047
Accoya USA EBIT
(3,993)
(911)
Adjusted EBIT
7,664
26,136
Year ended
31 March
2024
€’000
Year ended
31 March
2023
€’000
Underlying EBITDA
20,604
34,742
Accoya USA EBITDA
(3,724)
(700)
Adjusted EBITDA
16,880
34,042
Revenue includes the sale of Accoya, licence income and other revenue, principally relating to the sale of acetic acid.
Revenue also includes sales of lower visual grade Accoya to Tricoya customers for the purposes of producing Tricoya
panels as a temporary workaround until the dedicated Tricoya Hull plant is operational.
All costs of sales are allocated against manufacturing activities in Arnhem and in Barry (Wales) unless they can be
directly attributable to a licensee. Other operating costs include all costs associated with the operation of the Arnhem
and Barry manufacturing sites, including directly attributable administration, sales and marketing costs.
See note 5 for explanation of Exceptional items.
Average headcount = 166 (2023: 175)
OVERVIEW
139
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
3. Segmental reporting continued
Reconciliation of Accoya Adjusted EBIT and EBITDA continued
The below table shows details of reconciling items to show both Accoya EBITDA and Accoya Manufacturing gross profit,
both including and excluding licence and licensing related income, which has been presented given the inclusion of
items which can be more variable or one-off.
2024
€’000
2023
€’000
Accoya segmental underlying EBITDA
20,604
34,742
Accoya underlying Licence revenue
–
(300)
Accoya segmental underlying EBITDA (excluding. Licence Income)
20,604
34,442
Accoya segmental underlying gross profit
40,516
54,959
Accoya underlying Licence revenue
–
(300)
Accoya manufacturing gross profit
40,516
54,659
Accoya Manufacturing Margin
30.7%
34.1%
2024
2023
Accoya Manufacturing gross profit – €’000
40,516
54,659
Accoya sales volume – m3
56,568
63,344
Accoya manufacturing gross profit per m3
716
863
Tricoya
Tricoya Segment
Year ended
31 March
2024
Underlying
€’000
Year ended
31 March
2024
Exceptional
items
€’000
Year ended
31 March
2024
TOTAL
€’000
Year ended
31 March
2023
Underlying
€’000
Year ended
31 March
2023
Exceptional
items
€’000
Year ended
31 March
2023
TOTAL
€’000
Tricoya panel revenue
4,134
–
4,134
1,373
–
1,373
Licence revenue
77
–
77
29
–
29
Other revenue
50
–
50
49
–
49
Total Revenue
4,261
–
4,261
1,451
–
1,451
Cost of sales
(3,894)
–
(3,894)
(1,244)
–
(1,244)
Gross profit
367
–
367
207
–
207
Other operating costs
(6,961)
(7,200)
(14,161)
(5,823)
(86,000)
(91,823)
Loss from operations
(6,594)
(7,200)
(13,794)
(5,616)
(86,000)
(91,616)
Loss from operations
(6,594)
(7,200)
(13,794)
(5,616)
(86,000)
(91,616)
Depreciation and amortisation
566
–
566
527
–
527
Impairment
–
7,000
7,000
–
86,000
86,000
EBITDA
(6,028)
(200)
(6,228)
(5,089)
–
(5,089)
Revenue and costs are those attributable to the business development of the Tricoya process and establishment of
Tricoya Hull Plant.
Other operating costs include pre-operating costs for the Tricoya Hull Plant.
See note 5 for explanation of Exceptional items.
Average headcount = 6 (2023: 23), noting a substantial proportion of the costs to date have been incurred via
recharges from other parts of the Group or have resulted from contractors.
Notes to the Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
140
Corporate
Corporate Segment
Year ended
31 March
2024
Underlying
€’000
Year ended
31 March
2024
Exceptional
items
€’000
Year ended
31 March
2024
TOTAL
€’000
Year ended
31 March
2023
Underlying
€’000
Year ended
31 March
2023
Exceptional
items
€’000
Year ended
31 March
2023
TOTAL
€’000
Accoya wood revenue
–
–
–
–
–
–
Licence revenue
–
–
–
–
–
–
Other revenue
–
–
–
–
–
–
Total Revenue
–
–
–
–
–
–
Cost of sales
–
–
–
–
–
–
Gross result
–
–
–
–
–
–
Other operating costs
(4,617)
–
(4,617)
(4,681)
(1,453)
(6,134)
Loss from operations
(4,617)
–
(4,617)
(4,681)
(1,453)
(6,134)
Loss from operations
(4,617)
–
(4,617)
(4,681)
(1,453)
(6,134)
Depreciation and amortisation
–
–
–
–
–
–
EBITDA
(4,617)
–
(4,617)
(4,681)
(1,453)
(6,134)
Corporate costs are those costs not directly attributable to Accoya, Tricoya or Research and Development activities.
This includes management and the Group’s corporate and general administration costs including the head office in
London. See note 5 for explanation of Exceptional items. The corporate segment has been adjusted in line with internal
reporting with some operating costs being reclassified to the Accoya segment. The prior year has also been amended
to reflect the change in internal reporting.
Average headcount = 49 (2023: 33)
Research and Development
Research & Development Segment
Year ended
31 March
2024
Underlying
€’000
Year ended
31 March
2024
Exceptional
items
€’000
Year ended
31 March
2024
TOTAL
€’000
Year ended
31 March
2023
Underlying
€’000
Year ended
31 March
2023
Exceptional
items
€’000
Year ended
31 March
2023
TOTAL
€’000
Accoya wood revenue
–
–
–
–
–
–
Licence revenue
–
–
–
–
–
–
Other revenue
–
–
–
–
–
–
Total Revenue
–
–
–
–
–
–
Cost of sales
–
–
–
–
–
–
Gross result
–
–
–
–
–
–
Other operating costs
(1,490)
–
(1,490)
(1,458)
–
(1,458)
Loss from operations
(1,490)
–
(1,490)
(1,458)
–
(1,458)
Loss from operations
(1,490)
–
(1,490)
(1,458)
–
(1,458)
Depreciation and amortisation
66
–
66
67
–
67
EBITDA
(1,424)
–
(1,424)
(1,391)
–
(1,391)
Research and Development costs are those associated with the Accoya and Tricoya processes. Costs exclude those
which have been capitalised in accordance with IFRS (see note 15).
Average headcount = 15 (2023: 13)
OVERVIEW
141
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
3. Segmental reporting continued
Total
Total
Year ended
31 March
2024
Underlying
€’000
Year ended
31 March
2024
Exceptional
items
€’000
Year ended
31 March
2024
TOTAL
€’000
Year ended
31 March
2023
Underlying
€’000
Year ended
31 March
2023
Exceptional
items
€’000
Year ended
31 March
2023
TOTAL
€’000
Accoya/Tricoya revenue
127,273
–
127,273
144,867
–
144,867
Licence revenue
77
–
77
329
–
329
Other revenue
8,820
–
8,820
16,822
–
16,822
Total Revenue
136,170
–
136,170
162,018
–
162,018
Cost of sales
(95,287)
–
(95,287)
(106,852)
–
(106,852)
Gross profit
40,883
–
40,883
55,166
–
55,166
Other operating costs
(41,927)
(8,200)
(50,127)
(39,878)
(87,453)
(127,331)
Profit/ (loss) from operations
(1,044)
(8,200)
(9,244)
15,288
(87,453)
(72,165)
Finance income
138
–
138
–
–
–
Finance expense
(4,418)
530
(3,888)
(3,224)
9,350
6,126
Investment in joint venture
(4,100)
–
(4,100)
(1,036)
–
(1,036)
Profit/(Loss) before taxation
(9,424)
(7,670)
(17,094)
11,028
(78,103)
(67,075)
See note 5 for details of Exceptional items.
Reconciliation of Underlying EBIT and EBITDA
Year ended
31 March
2024
€’000
Year ended
31 March
2024
Exceptional
items
€’000
Year ended
31 March
2024
TOTAL
€’000
Year ended
31 March
2023
€’000
Year ended
31 March
2023
Exceptional
items
€’000
Year ended
31 March
2023
TOTAL
€’000
Profit / (loss) from operations / EBIT
(1,044)
(8,200)
(9,244)
15,288
(87,453)
(72,165)
Depreciation and amortisation
9,579
–
9,579
8,292
–
8,292
Impairment
–
7,000
7,000
–
86,000
86,000
EBITDA
8,535
(1,200)
7,335
23,580
(1,453)
22,127
Reconciliation of Adjusted EBIT and EBITDA
Year ended
31 March
2024
€’000
Year ended
31 March
2023
€’000
Profit / (loss) from operations / Underlying EBIT
(1,044)
15,288
Accoya USA EBIT
(3,993)
(911)
Adjusted EBIT
(5,037)
14,377
Year ended
31 March
2024
€’000
Year ended
31 March
2023
€’000
Underlying EBITDA
8,535
23,580
Accoya USA EBITDA
(3,724)
(700)
Adjusted EBITDA
4,811
22,880
Notes to the Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
142
Analysis of Revenue by geographical area of customers:
2024
€’000
2023
€’000
UK and Ireland
46,903
55,395
Rest of Europe
47,364
63,635
Americas
28,878
29,778
Rest of World
13,025
13,210
136,170
162,018
Revenue generated from two customers exceeded 10% of Group revenue of 2024. These two customers represented
36% (€16,717,000) & 33% (€15,461,000) of the revenue from the United Kingdom and Ireland, relating to Accoya
revenue. Revenue generated from two customers exceeded 10% of Group revenue of 2023. This included 35%
(€19,230,000) & 33% (€18,547,000) of the revenue from the United Kingdom and Ireland, relating to Accoya revenue.
Assets and liabilities on a segmental basis:
Accoya
2024
€’000
Tricoya
2024
€’000
Corporate
2024
€’000
R&D
2024
€’000
TOTAL
2024
€’000
Accoya
2023
€’000
Tricoya
2023
€’000
Corporate
2023
€’000
R&D
2023
€’000
TOTAL
2023
€’000
Non-current assets
118,134
19,697
1,016
96
138,943
123,705
27,047
531
162
151,445
Current assets
43,552
3,162
18,711
5,607
71,032
52,699
3,872
13,630
4,872
75,073
Current liabilities
(10,344)
(11,705)
(4,101)
(56)
(26,206)
(23,413)
(4,156)
(14,833)
(56)
(42,458)
Net current assets/
(liabilities)
33,208
(8,543)
14,610
5,551
44,826
29,286
(284)
(1,203)
4,816
32,615
Non-current
liabilities
(1,979)
(7,803)
(55,137)
(35)
(64,954)
(2,545)
(8,665)
(50,289)
(59)
(61,558)
Net assets/
(liabilities)
149,363
3,351
(39,511)
5,612
118,815
150,446
18,098
(50,961)
4,919
122,502
The Investment accounted for using the equity method (investment into Accoya USA) is included in the Accoya
segment. See note 28.
Analysis of non-current assets (Other than financial assets and deferred tax):
2024
€’000
2023
€’000
UK
23,129
30,485
Other countries
111,583
116,729
Unallocated – Goodwill
4,231
4,231
138,943
151,445
The segmental assets in the current year were predominantly held in the UK, USA and mainland Europe (prior year
UK, USA and mainland Europe). Additions to property, plant, equipment and intangible assets in the current year
were predominantly incurred in the UK and mainland Europe (Prior Year UK and mainland Europe). The increase in
Investment accounted for using the equity method (investment into Accoya USA) incurred in USA. There are no
significant intersegment revenues.
OVERVIEW
143
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
4. Other operating costs
Other operating costs consist of the operating costs, other than the cost of sales, associated with the operation of the
plant in Arnhem, Barry, the offices in Dallas and London and certain pre-operating costs associated with the plant in Hull:
2024
€’000
2023
€’000
Sales and marketing
6,044
5,219
Research and development
1,490
1,458
Other operating costs
11,731
10,675
Administration costs
13,083
14,234
Exceptional Items
1,200
1,453
Other operating costs excluding depreciation and amortisation
33,548
33,039
Depreciation and amortisation
9,579
8,292
Impairment loss – exceptional item
7,000
86,000
Total other operating costs
50,127
127,331
Administrative costs include costs associated with Business Development and Legal departments, Intellectual Property
as well as Human Resources, IT, Finance, Management and General Office and includes the costs of the Group’s head
office costs in London and the US Office in Dallas. Other operating costs are those costs directly attributable to
Accoya. This includes staff costs for the Arnhem and Barry sites and support functions not captured in Corporate,
Sales and Marketing or general administrative costs for the Arnhem and Barry sites.
During the period, €384,000 (2023: €437,000) of internal development & patent related costs were capitalised and
included in intangible fixed assets. No internal costs have been capitalised in relation to strategic capex projects in
the current year. In the prior year, €171,000 of internal costs were capitalised in relation to Arnhem’s Accoya plant
expansion project and €566,000 of internal costs were capitalised in relation to our plant build in Hull, UK. Both were
included within tangible fixed assets.
Refer to Note 5 for description of exceptional costs. The impairment loss is in relation to Tricoya assets, refer to note 5
and 16.
5. Exceptional items
2024
€’000
2023
€’000
Advisor fees in relation to Tricoya consortium reorganisation
–
(1,453)
Impairment of the Tricoya segment assets
(7,000)
(86,000)
Partial net derecogition of NatWest loan
–
9,353
Revaluation / recognition of Valuation Recovery Instrument “VRI” liability
281
(1,383)
Foreign exchange differences on Corporate USD cash held for investment in to USA JV- incl. in Finance expense
249
1,380
Restructuring costs
(1,200)
–
Total exceptional items
(7,670)
(78,103)
Exceptional Items
In the year:
• an exceptional operating cost of €1.2m (€1m in Accoya and €0.2m in Tricoya) has been recognised for Restructuring
costs relating to decreasing the Group’s Administrative operating cost base.
• An impairment loss (non-cash item) of €7.0m has been recognised in the year relating to the Tricoya segment (FY23:
€86.0m) due to an increase in the discount rate to 14.25% used following an increase in market interest rates
and the Company specific market volatility factor. In the prior year, an impairment of the Tricoya segment assets
was recognised, due to identification of additional time and costs (€35m) to complete the plant; a decrease in the
estimated maximum production capacity of the plant once commercially operational from 30,000MT to 24,000MT;
and the discount rate applied was updated to 13.5%.
• Foreign exchange differences were recognised due to US dollars held for investment into Accoya USA LLC. Following
the November 2023 capital raise (and in the prior year, following the May 2021 capital raise), the amount raised to
invest into Accoya USA was translated into US dollars and held in cash ensuring that foreign exchange movements
did not decrease the amount raised below the US dollar investment into Accoya USA. This treatment did not meet
Notes to the Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
144
the requirements for hedge accounting under IFRS 9, Financials instruments, and therefore the foreign exchange
gain on the revaluation of the US dollars has been accounted for in Finance expenses.
• €0.3m relates to the revaluation of the Value Recovery Instrument (‘‘VRI’’). See note 29 for further details.
In the prior year:
• an exceptional operating cost was recognised for advisor fees associated with advising Accsys on acquiring the full
ownership of TUK (Tricoya UK Limited) and TTL (Tricoya Technologies Limited), from its previous Tricoya Consortium
Partners.
• NatWest also agreed to restructure its TUK debt facility, reducing the principal amount by €9.4m to €6m, under
a new 7-year term. This resulted in the derecognition of the balance drawn on the NatWest loan on the date of the
restructure of €15.4m and recognition of the new €6m loan. – Separate to, and in addition to the amended €6m loan,
NatWest is entitled to obtain recovery, via the Value Recovery Instrument (“VRI”) agreement, of up to approximately
€9.4m, on a contingent basis, depending on profitability of the Tricoya UK plant once operational. A financial liability
was recognised of €1.4m in the prior year in respect of the VRI.
6. Employees
2024
€’000
2023
€’000
Staff costs (including Directors) consist of:
Wages and salaries
18,508
18,584
Social security costs
3,044
2,838
Other pension costs
1,357
1,573
Share based payments
1,494
201
24,403
23,196
Pension costs relate to defined contribution plan contributions.
The average monthly number of employees, including Executive Directors, during the year was as follows:
2024
2023
Sales and marketing, administration, research and engineering
122
142
Operating
114
103
236
245
7. Directors’ remuneration
2024
€’000
2023
€’000
Directors’ remuneration consists of:
Directors’ emoluments
1,450
1,170
Company contributions to money purchase pension schemes
52
38
1,502
1,208
Compensation of key management personnel included the following amounts:
Salary, bonus
and short
term benefits
€’000
Pension
€’000
Share based
payments
charge
€’000
2024
Total
€’000
2023
Total
€’000
Jelena Arsic van Os
477
27
171
675
–
Steven Salo
401
25
27
453
–
Rob Harris
–
–
–
–
619
William Rudge
–
–
–
–
100
878
52
198
1,128
719
OVERVIEW
145
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
7. Directors’ remuneration continued
The Group made contributions to one (2023: one) Director’s personal pension plan, with Jelena Arsic van Os receiving
cash in lieu of pension.
The figures in the above table are impacted by foreign exchange noting that the remuneration for J Arsic van Os and
S Salo are denominated in Pounds Sterling.
The compensation in the above table for J Arsic Van Os represents the period in which she was appointed as a director
and not a full year.
The compensation also includes a LTIP buy-out award in respect of remuneration at her former employer that she
forfeited as a result of joining Accsys, of 131,557 shares which vests on 27 June 2024.
Key management personnel includes the executive directors
8. Operating profit
2024
€’000
2023
€’000
This has been arrived at after charging/(crediting):
Staff costs
24,403
23,196
Depreciation of property, plant and equipment, and right of use assets
8,751
7,512
Impairment
7,000
86,000
Amortisation of intangible assets
828
780
Operating lease rentals
40
77
Foreign exchange losses / (gains)
108
(70)
Research & Development (excluding staff costs)
700
469
Fees payable to the Company’s auditors for the audit of the Group’s annual financial statements
193
183
Fees payable to the Company’s auditors for other services:
– audit of the Company’s subsidiaries pursuant to legislation
212
205
– audit related assurance services
–
–
Fees payable to Component auditor for audit of subsidiaries:
190
182
Total audit and audit related services:
595
570
9. Finance income
2024
€’000
2023
€’000
Interest receivable on bank and other deposits
138
–
10. Finance expense
2024
€’000
2023
€’000
Arnhem land and buildings lease finance charge
159
179
Interest on loans
3,536
2,500
Interest on lease liabilities
133
115
Other finance expenses
590
430
Total underlying finance expenses
4,418
3,224
Exceptional items and other adjustments
Foreign exchange (gain) on Corporate USD cash held for investment in to USA JV
(249)
(1,380)
Partial derecogition of NatWest loan
–
(9,353)
Revaluation / recognition of Valuation Recovery Instrument “VRI”
(281)
1,383
Total Finance expense / (income)
3,888
(6,126)
Notes to the Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
146
11. Tax expense
2024
€’000
2023
€’000
(a) Tax recognised in the statement of comprehensive income comprises:
Current tax charge
UK Corporation tax on losses for the year
–
–
Research and development tax expense in respect of prior year
121
–
Research and development tax (credit) in respect of current year
–
(121)
121
(121)
Overseas tax at rate of 15%
8
32
Overseas tax at rate of 25%
636
2,876
Deferred Tax
Utilisation of deferred tax asset
–
–
Total tax charge reported in the statement of comprehensive income
765
2,787
2024
€’000
2023
€’000
(b) The tax charge for the period is higher than the standard rate of corporation tax in the UK
(2024: 25%, 2023: 19%) due to:
Profit/(Loss) before tax
(17,094)
(67,075)
Expected tax charge at 25% (2023 – 19%)
(4,273)
(12,744)
Expenses not deductible in determining taxable profit
–
148
Tricoya segment assets impairment
1,750
16,340
Tax (income)/losses for which no deferred income tax asset was (utilised)/recognised
3,159
(1,654)
Effects of overseas taxation
8
818
Research and development tax charge/ (credit) in respect of prior years
121
3
Research and development tax (credit) in respect of current year
–
(124)
Total tax charge reported in the statement of comprehensive income
765
2,787
€ ‘000
Deferred tax assets
Deferred tax liabilities
2024
2023
2024
2023
At 1 April
621
484
(621)
(484)
Credited/ (charged) to the consolidated income statement
(112)
137
112
(137)
At 31 March
509
621
(509)
(621)
Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these
financial statements. See note 19.
12. Dividends Paid
2024
€’000
2023
€’000
Final Dividend €Nil (2023: €Nil) per Ordinary share proposed and paid during year relating to the previous
year’s results
–
–
OVERVIEW
147
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
13. Basic and diluted profit/(loss) per ordinary share
The calculation of profit per ordinary share is based on profit after tax and the weighted average number of ordinary
shares in issue during the year.
2024
2023
Underlying
Total
Underlying
Total
Basic earnings per share
Weighted average number of Ordinary shares in issue (‘000)
227,911
227,911
210,693
210,693
Profit/(Loss) for the year attributable to owners of Accsys Technologies PLC (€’000)
(10,189)
(17,859)
9,528
(39,038)
Basic profit/(loss) per share
€ (0.04)
€ (0.08)
€ 0.05
€ (0.19)
Diluted earnings per share
Weighted average number of Ordinary shares in issue (‘000)
–
–
210,693
–
Equity options attributable to BGF (see note 30)
–
– *
8,449
– *
Equity options attributable to convertible loan note issued (see note 29)
–
–
–
–
Weighted average number of Ordinary shares in issue and potential ordinary shares (‘000)
–
–
219,142
–
Profit/(Loss) for the year attributable to owners of Accsys Technologies PLC (€’000)
–
–
9,528
–
Diluted profit/(loss) per share
–
– *
€ 0.04
– *
* Diluted loss per share is not disclosed for Total diluted loss per share. IAS 33 “Earning per share” defines Dilutive share options as share options which would
decrease profit per share or increase loss per share. Equity options to BGF are disclosed in Note 31 and convertible loan notes in note 29, which if exercised,
would decrease Total loss per share. As a result, these are anti-dilutive and therefore shown as nil.
14. Share based payments
The Group operates a number of share schemes which give rise to a share based payment charge. The Group operates
a Long-Term Incentive Plan (‘LTIP’) in order to reward certain members of staff including the Senior Management team
and the Executive Directors.
Options – total
The following figures take into account options awarded under the LTIP, together with share options awarded in
previous years under the 2008 Share Option schemes.
Outstanding options granted are as follows:
Date of grant
Number of outstanding options
at 31 March
Weighted average remaining
contractual life, in years
2024
2023
2024
2023
19 September 2013 (LTIP)
–
443,675
–
0.5
24 June 2016 (LTIP)
130,099
130,099
2.3
3.3
20 June 2017 (LTIP)
100,651
100,651
3.3
4.3
18 June 2018 (LTIP)
61,407
185,840
4.3
5.3
15 July 2020 (LTIP)
–
850,540
6.3
7.3
23 June 2021 (LTIP)1
415,079
511,112
7.3
8.3
12 July 2022 (LTIP)
263,182
352,486
8.3
9.3
28 July 2023 (LTIP)
1,343,091
–
9.3
–
Total
2,313,509
2,574,403
8.0
6.1
1 – 415,079 nil cost options are outstanding in the 2021 LTIP award at 31 March 2024 but 38,546 options are estimated to vest on the vesting date in the 2024
calendar year.
Notes to the Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
148
Options – total continued
Movements in the weighted average values are as follows:
Weighted
average
exercise
price
Number
Outstanding at 01 April 2022
€ 0.00
3,959,643
Granted during the year
€ 0.00
620,698
Forfeited during the year
€ 0.00
(1,570,164)
Exercised during the year
€ 0.00
(435,774)
Expired during the year
€ 0.00
–
Outstanding at 31 March 2023
€ 0.00
2,574,403
Granted during the year
€ 0.00
1,438,216
Forfeited during the year
€ 0.00
(1,131,001)
Exercised during the year
€ 0.00
(568,109)
Expired during the year
€ 0.00
–
Outstanding at 31 March 2024
€ 0.00
2,313,509
The exercise price of options outstanding at the end of the year was €nil (for LTIP options) (2023: €nil) and their
weighted average contractual life was 8.0 years (2023: 6.1 years).
Of the total number of options outstanding at the end of the year 292,157 (2023: 860,265) had vested and were
exercisable at the end of the year.
Long Term Incentive Plan (‘LTIP’)
In 2013, the Group established a Long-Term Incentive Plan, the participants of which are key members of the Senior
Management Team, including Executive Directors. The establishment of the LTIP was approved by the shareholders at
the AGM in September 2013.
2013 LTIP Award performance conditions and 2016 outcome
The LTIP in 2013 awarded 4,103,456 nil cost options and 2,472,550 vested in the financial year ended 31 March 2017.
No nil cost options remain as at 31 March 2024 after allowing for options exercised in the year.
2016 LTIP Award performance conditions and 2019 outcome
The LTIP in 2016 awarded 1,070,255 nil cost options and 494,433 vested in the financial year ended 31 March 2020.
130,099 nil cost options remain as at 31 March 2024 after allowing for forfeitures and options exercised in the year.
2017 LTIP Award performance conditions and 2020 outcome
The LTIP in 2017 awarded 1,087,842 nil cost options and 326,999 vested in the financial year ended 31 March 2021.
100,651 nil cost options remain as at 31 March 2024 after allowing for forfeitures and options exercised in the year.
2018 LTIP Award performance conditions and 2021 outcome
The LTIP in 2018 awarded 1,170,160 nil cost options and 185,840 vested in the financial year ended 31 March 2022. 61,407
nil cost options remain as at 31 March 2024 after allowing for forfeitures and options exercised in the year.
2020 LTIP Award performance conditions and 2021 outcome
The LTIP in 2020 awarded 1,326,966 nil cost options and no share options vested in the financial year ended
31 March 2024.
OVERVIEW
149
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
14. Share based payments continued
Awards made in July 2021 and LTIP Award performance conditions
During the financial year ended 31 March 2022, a total of 918,659 LTIP awards were made primarily to members of the
Senior Management team including the Executive Directors:
The performance targets for 863,624 of these awards are as follows:
Metric
Weighting (% of award)
Threshold
Maximum
Vesting (% of maximum)
25%
100%
EBITDA per share in FY24
60%
€0.15
€0.24
Cumulative Sales Volume (FY22 to FY24) (m3)
30%
267,000
297,000
ESG – improvement in reporting ratings
10%
33% on attaining each of the 3 year milestones:
Y1 – Attain investor ESG external rating/score
Y2 – Improve or at least maintain ESG external rating/score
Y3 – Improve or at least maintain ESG external rating/score
• Vesting is on a straight-line basis between points in the schedule.
• Appropriate adjustments may be made to ensure fair and consistent performance measurement over the
performance period in line with the business plan and intended stretch of the targets at the point of award.
• EBITDA per share targets are set and determined so as to exclude licensing income.
• Sales Volume is defined as combined sales volume (in cubic metres, or equivalent) of Accoya and Tricoya.
Element
Element A
(EBITDA per share)
Element B
(Sales volume growth)
Element C
(ESG Reporting Metrics)
Grant date
23 Jun 21
23 Jun 21
23 Jun 21
Share price at grant date (€)
2.06
2.06
2.06
Exercise price (€)
0.00
0.00
0.00
Expected life (years)
3
3
3
Contractual life (years)
10
10
10
Vesting conditions (Details set out above)
EBITDA
Sales volume growth
ESG reporting metrics
Risk free rate
-0.67%
-0.67%
-0.67%
Expected volatility
20%
20%
20%
Expected dividend yield
0%
0%
0%
Fair value of option
€ 2.06
€ 2.06
€ 2.06
The remaining 55,035 of the awards made in summer 2021 were specific to individuals dedicated to the Tricoya
consortium with performance measures linked to progress and development of the Tricoya plant and its subsequent
operation.
The fair value of these options were €2.06 on their Grant date.
All of the above awards, made in summer 2021 are subject to a three-year performance period (i.e. year end March
2024) and a further two-year holding period. In addition, awards are also subject to malus/ claw-back provisions.
Notes to the Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
150
Awards made in July 2022 and LTIP Award performance conditions
During the prior year, a total of 620,698 LTIP awards were made to members of the Senior Management team including
the Executive Directors:
The performance targets for these awards are as follows:
Metric
Weighting (% of award)
Threshold
Maximum
Vesting (% of maximum)
25%
100%
Cumulative Sales Volume (FY23 to FY25) (m3)
25%
206,000
232,000
Average Gross contribution (%)
25%
49.60%
55%
Share performance compared to AIM Index
40%
Median
Upper quartile
ESG – improvement in reporting ratings
10%
15% improvement in S&P
ESG score over the three-
year period
20% improvement in 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
(Sales volume growth)
Element B
(Gross Contribution
%)
Element C
(Share price growth)
Element D
(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 March
2025) and a further two-year holding period. In addition, awards are also subject to malus/ claw-back provisions.
OVERVIEW
151
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
14. Share based payments continued
Awards made in July 2023 and LTIP Award performance conditions
During the year, a total of 1,438,216 LTIP awards were made to members of the Senior Management team including the
Executive Directors:
The performance targets for 1,306,659 of these awards are as follows:
Metric
Weighting (% of award)
Threshold
Maximum
Vesting (% of maximum)
25%
100%
Cumulative Sales Revenue (FY24 to FY26) (€)
45%
€500m
€600m
Underlying EBITDA per share (€)
45%
0.18
0.20
ESG – improvement in reporting ratings
10%
6% improvement in
S&P ESG score over the
three‑year period
9% improvement in
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 vest on 27 June 2024
and have no other vesting criteria. The fair value of these options were €1.22 on their Grant date.
Element
Element A
(Cumulative sales revenue)
Element B
(Underlying
EBITDA per share)
Element D
(ESG Reporting Metrics)
Grant date
28 Jul 23
28 Jul 23
28 Jul 23
Share price at grant date (€)
1.24
1.24
1.24
Exercise price (€)
0.00
0.00
0.00
Expected life (years)
3
3
3
Contractual life (years)
10
10
10
Vesting conditions (Details set out above)
Sales revenue
EBITDA per share
ESG reporting metrics
Risk free rate
2.755%
2.755%
2.755%
Expected volatility
20%
20%
20%
Expected dividend yield
0%
0%
0%
Fair value of option
€ 1.24
€ 1.24
€ 1.24
All of the above awards, made in summer 2023 are subject to a three-year performance period (i.e. year end March
2023) and a further two-year holding period. In addition, awards are also subject to malus/ claw-back provisions.
Employee Benefit Trust – Share bonus award
190,492 new Ordinary shares are held by an Employee Benefit Trust as part of the annual bonus, in connection with
the employee remuneration and incentivisation arrangements for the period from 1 April 2022 to 31 March 2023,
the beneficiaries of which are primarily senior employees. Such new Ordinary shares vest if the employees remain in
employment with the Company at the vesting date, being 1 July 2024 (subject to certain other provisions including
regulations, good-leaver, take-over and Remuneration Committee discretion provisions). As at 31 March 2024, the
Employment Benefit Trust was consolidated by the Company and the 190,492 shares are recorded as Own Shares
within equity.
Notes to the Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
152
Employee Share Participation Plan
The Employee Share Participation Plan (the ‘Plan’) is intended to promote the long-term growth and profitability of
Accsys by providing employees with an opportunity to acquire an ownership interest in new Ordinary shares (‘Shares’)
in the Company as an additional benefit of employment. Under the terms of the Plan, the Company issues these Shares
to a trust for the benefit of the subscribing employees. The Shares are released to employees after one year, together
with an additional Share on a 1 for 1 matched basis provided the employee has remained in the employment of Accsys
at that point in time (subject to good leaver provisions). The Plan is in line with industry approved employee share
plans and the maximum amount available for subscription by any employee is €5,000 per annum. During the year,
1 for 1 Matching Shares were awarded in respect of subscriptions that were made in the previous year as a result of
the participants continuing to remain in employment at the point of vesting. 202,059 matching shares were issued to
employees in January 2024. No new subscription was opened during the year ended 31 March 2024.
15. Intangible assets
Internal
Development
costs
€’000
Intellectual
property
rights
€’000
Goodwill
€’000
Total
€’000
Cost
At 01 April 2022
7,642
74,992
4,231
86,865
Additions
57
380
–
437
At 31 March 2023
7,699
75,372
4,231
87,302
Additions
50
335
–
385
At 31 March 2024
7,749
75,707
4,231
87,687
Accumulated amortisation
At 01 April 2022
2,894
73,137
–
76,031
Amortisation
385
395
–
780
At 31 March 2023
3,279
73,532
–
76,811
Amortisation
399
429
–
828
At 31 March 2024
3,678
73,961
–
77,639
Net book value
At 31 March 2024
4,071
1,746
4,231
10,048
At 31 March 2023
4,420
1,840
4,231
10,491
At 31 March 2022
4,748
1,855
4,231
10,834
Refer to note 16 for the recoverability assessment of these intangible assets.
OVERVIEW
153
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
16. Property, plant and equipment
Land and
buildings
€’000
Plant and
machinery
€’000
Office
equipment
€’000
Total
€’000
Cost or valuation
At 01 April 2022
17,976
187,445
4,353
209,774
Additions
–
21,376
341
21,717
Foreign currency translation gain
–
–
3
3
At 31 March 2023
17,976
208,821
4,697
231,494
Additions
–
1,779
333
2,112
Reclassification
–
(3,669)
(451)
(4,120)
At 31 March 2024
17,976
206,931
4,579
229,486
Accumulated depreciation
At 01 April 2022
1,353
29,495
2,265
33,113
Charge for the year
358
5,397
572
6,327
Foreign currency translation gain
–
–
3
3
Impairment loss
–
86,000
–
86,000
At 31 March 2023
1,711
120,892
2,840
125,443
Charge for the year
358
6,847
482
7,687
Foreign currency translation gain
–
–
2
2
Impairment loss
–
7,000
–
7,000
Reclassification
–
(3,669)
(451)
(4,120)
At 31 March 2024
2,069
131,070
2,873
136,012
Net book value
At 31 March 2024
15,907
75,861
1,706
93,474
At 31 March 2023
16,265
87,929
1,857
106,051
At 31 March 2022
16,623
157,950
2,088
176,661
Plant and machinery assets with a net book value of €17,851,000 are held as assets under construction and are not
depreciated, relating to the Hull Plant (31 March 2023: €24,851,000).
Impairment review
The carrying value of the property, plant and equipment, internal development costs and intellectual property rights
are split between two cash generating units (CGUs), representing the Accoya and Tricoya segments and the carrying
value of Goodwill is allocated to the Accoya segment. The recoverable amount of these CGUs are determined based on
a value-in-use calculation which uses cash flow projections for a period of 5 to 7 years based on latest financial budgets
and discounted at a pre-tax discount rate of 14.25% (31 March 2023: 13.5%) to determine their present value. A cash
flow projection period of 7 years was used for the Tricoya segment calculation to reflect the future cashflows of the
plant, considering the estimated hold period, remaining completion activities and production ramp-up.
The key assumptions used in the value in use calculations are:
• the manufacturing revenues, operating margins and future licence fees estimated by management;
• the timing of completion of the Tricoya Hull plant;
• the timing of completion of construction of additional facilities (and associated output);
• forecast UK natural gas prices;
• the long term growth rate; and
• the discount rate.
The Directors have determined that an impairment of €93 million should be recognised in the Tricoya CGU, of which
€7 million was recognised in the year ended 31 March 2024.
The remaining recoverable amount of the Tricoya CGU at 31 March 2024 is €20m.
Notes to the Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
154
The increase in the impairment of the Tricoya segment assets is caused by an increase in market indicators & interest
rates used to calculate the discount rate utilised in the value in use calculation. The discount rate increased by 0.75% to
14.25% (13.5% at 31 March 2023).
Key assumptions applied to the Tricoya CGU were as follows:
• a discount rate of 14.25%;
• Project capital costs to bring the plant into commercial operation of €35m;
• A production capacity of 24,000MT
• A “hold period” of 2 years from 31 March 2024 (period in which no construction activities is performed); and
• a long-term growth rate of 2%.
The impact the following changes to these key assumptions would have, if made in isolation, on the impairment
calculated for the Tricoya CGU is as follows:
• a 1% increase in the discount rate: increase of €6m
• a 1% decrease in the long-term growth rate: increase of €3m
• a 12-month extension in the hold period: increase of €8m
• a 6,000MT increase in the production capacity: decrease of €18m
• a €10m increase in the capital costs to bring the plant into commercial operation: increase of €7m
17. Leases
(i) Amounts recognised in the statement of financial position
The statement of financial position shows the following amounts relating to leases:
Right-of-use assets
2024
€’000
2023
€’000
Right-of-use assets
Properties
2,762
2,880
Equipment
973
1,148
Motor Vehicles
1
16
3,736
4,044
Additions to the right-of-use assets during the financial year were €757,000 (2023: €590,000).
Minimum lease payments
2024
€’000
2023
€’000
Amounts payable under lease liabilities:
Within one year
771
1,132
In the second to fifth years inclusive
2,364
2,085
After five years
3,242
3,502
Less: future finance charges
(2,039)
(1,984)
Present value of lease obligations
4,338
4,735
OVERVIEW
155
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
17. Leases continued
(ii) Amounts recognised in the statement of profit and loss
The statement of comprehensive income shows the following amounts relating to leases:
2024
€’000
2023
€’000
Depreciation charge of right-of-use assets
Properties
428
893
Equipment
625
255
Motor Vehicles
11
34
1,064
1,182
Interest expense (included in finance cost)
292
294
Expense relating to short-term leases (included in cost of goods sold and administrative expenses)
22
60
Expense relating to leases of low-value assets that are not shown above as short-term leases (included in
administrative expenses)
18
18
Expense relating to variable lease payments not included in lease liabilities (included in administrative expenses)
–
–
The total cash outflow for leases in 2024 was €1,044,000 (2023: €940,000)
The Group’s leasing activities and how these are accounted for:
The Group leases various offices, land, equipment and cars. Rental contracts are typically made for fixed periods of
1–10 years, although, if appropriate, a longer term may be entered into. Lease terms are negotiated on an individual
basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants,
but leased assets may not be used as security for borrowing purposes. Lease extension options and lease termination
options are only included in the calculation of the lease liability if there is reasonable certainty that they will be
exercised. Some of the Group’s leases have extension and termination options attached to them.
Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the statement of
comprehensive income over the lease period to produce a constant periodic rate of interest on the remaining balance
of the liability for each period. The right of use asset is depreciated over the shorter of the asset’s useful life and the
lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net
present value of the following lease payments:
• Fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• Variable lease payments that are based on an index or a rate;
• Amounts expected to be payable by the lessee under residual value guarantees;
• The exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
• Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the Group’s incremental borrowing rate, being the rate that the Group would
have to pay to borrow the funds necessary to obtain an asset of similar economic environment within similar terms and
conditions.
Right of use assets are measured at cost comprising the following:
• The amount of initial measurement of lease liability;
• Any lease payments made at or before the commencement date less any lease incentives received;
• Any initial direct costs; and
• Restoration costs.
Payments associated with short-term leases and leases of low value are recognised on a straight-line basis as an
expense in the statement of comprehensive income. Short-term leases are leases with a lease term of 12 months or less.
Low-value assets comprise of small items of office furniture and equipment.
Notes to the Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
156
18. Financial asset at fair value through profit or loss
2024
€’000
2023
€’000
Shares held in Cleantech Building Materials PLC
–
–
Accsys Technologies PLC has previously purchased a total of 21,666,734 unlisted ordinary shares in Diamond Wood
China. On 23 December 2016, Cleantech Building Materials PLC acquired Diamond Wood China. On 19 April 2017
Cleantech Building Materials acquired the 21,666,734 shares previously owned by the Company and in return the
Company has been issued with 520,001 shares in Cleantech Building Materials PLC.
There continues to be no active market for these shares as at 31 March 2024. As such a reliable fair value cannot be
calculated and the investment is carried at a nil fair value (2023: nil).
A total of 498,522 shares were held at 31 March 2024.
19. Deferred taxation
The Group has a recognised deferred tax asset of €509,000 (2023: €621,000) offsetting a recognised deferred tax
liability of €509,000 (2023: €621,000). See note 11.
The Group also has an unrecognised deferred tax asset of €71m (2023: €62m) which is largely in respect of trading
losses of the UK subsidiaries and has been calculated using the tax rate which is expected to be applicable when the tax
losses are expected to be utilised. The deferred tax asset has been recognised only to the extent of the deferred tax
liability, due to the uncertainty of the timing of future expected profits of the related legal entities which is dependent
on the profits attributable to licensing and future manufacturing income.
20. Subsidiaries
A list of subsidiary investments, including the name, country of incorporation and proportion of ownership interest is
given in note 4 to the Company’s separate financial statements.
21. Inventories
2024
€’000
2023
€’000
Raw materials and work in progress
18,214
24,220
Finished goods
7,529
5,726
25,743
29,946
The amount of inventories recognised as an expense during the year was €75,018,000 (2023: €89,357,000).
22. Trade and other receivables
2024
€’000
2023
€’000
Trade receivables
14,044
14,398
Other receivables
1,616
1,154
VAT receivable
874
1,472
Prepayments
1,078
1,051
17,612
18,075
The Directors consider that the carrying amount of trade and other receivables is approximately equal to their fair
value. Trade and other receivables in the above table are stated net of provision for doubtful debts. The majority of
trade and other receivables is denominated in Euros, with €1,765,000 of the trade and other receivables denominated
in US Dollars (2023: €1,633,000).
OVERVIEW
157
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
22. Trade and other receivables continued
The age of receivables past due but not impaired is as follows:
Ageing of past due but not impaired trade receivables
2024
€’000
2023
€’000
Up to 30 days overdue
714
1,361
Over 30 days and up to 60 days overdue
117
290
Over 60 days and up to 90 days overdue
17
–
Over 90 days overdue
–
14
848
1,665
The Group over the past couple of years has not experienced any bad debt. Based on the current debtor profile the
Group does not expect any bad debts to occur. As a result of this, no material expected credit losses are expected and
therefore no ECL provision has been provided for within these financial statements.
23. Financial liability at amortised cost
2024
€’000
2023
€’000
Value Recovery Instrument (“VRI”)
1,102
1,383
In November 2022, NatWest agreed to restructure its TUK debt facility, reducing the principal amount by €9.4m to
total €6m, under a new 7-year term (see note 29). Separate to, and in addition to the amended €6m loan, under the
Value Recovery Instrument (‘VRI’) agreement, NatWest will be entitled to obtain recovery of up to approximately
€9.4m, on a contingent basis, depending on the profitability of the Tricoya Hull plant once operational.
The valuation of the VRI was calculated on the same future cashflows modelled for the Tricoya impairment. See note 16
for a list of the key assumptions.
24. Trade and other payables
2024
€’000
2023
€’000
Trade payables
11,824
17,942
Other taxes and social security payable
847
1,083
Accruals and deferred income
6,126
6,871
18,797
25,896
Notes to the Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
158
25. Share capital
2024
€’000
2023
€’000
Allotted – Equity share capital
239,518,372 Ordinary shares of €0.05 each (2023: 219,381,693 Ordinary shares of €0.05 each)
11,976
10,963
11,976
10,963
All ordinary shares are called up, allotted and fully paid.
In the year ended 31 March 2023:
In May 2022, 13,793,103 Placing and Subscription Shares were issued as part of the capital raise to strengthen the
Company’s balance sheet, increase liquidity headroom and fund additional costs to complete the Arnhem Plant Reactor
4 capacity expansion. The Shares were issued at a price of €1.45 (£1.23) per ordinary share, raising gross proceeds of
€20 million (before expenses).
Between August and December 2022, 435,774 Shares were issued following the exercise of nil cost options, granted
under the Company’s 2013 Long Term Incentive Plan (‘LTIP’).
In July 2022, 137,665 shares were issued to an Employee Benefit Trust (EBT) at nominal value, as part of the annual
bonus, in connection with the employee remuneration and incentivisation arrangements for the period from 1 April
2021 to 31 March 2022. These shares will vest in July 2023, subject to the employees continuing employment within the
Group.
In November 2022, 11,875,801 shares were issued to the Tricoya Consortium Partners (INEOS, MEDITE, BGF & Volantis)
at a price of €0.80 (£0.71) per share. This formed part of a Sales Purchase Agreement with the Tricoya Consortium
Partners whereby Accsys acquired the remaining 38.2% holding in TUK that TTL did not already own and the 23.5%
holding in TTL that it did not already own. See note 28.
In January 2023, following the subscription by employees in the prior year for shares under the Employee Share
Participation Plan (the ‘Plan’), 174,144 shares were issued as “Matching Shares” at nominal value under the Plan.
In addition, various employees newly subscribed under the Plan for 203,906 Shares at an acquisition price of €0.81 per
share, with these shares issued to a trust, to be released to the employees after one year, together with an additional
share on a matched basis (subject to continuing employment within the Group).
In the year ended 31 March 2024:
Between July and February, 790,339 Shares were issued following the exercise of nil cost options, granted under the
Company’s 2013 Long Term Incentive Plan (‘LTIP’).
In November 2023, 19,144,281 ordinary shares were issued as part of the capital raise along with a debt extension
package (see note 29) to allow Accsys to commence commercial operations of its North American Accoya plant in
Kingsport, USA, strengthen its balance sheet and increase working capital in the face of a challenging macro trading
environment.
In January 2024, following the subscription by employees in the prior year for shares under the Employee Share
Participation Plan (the ‘Plan’), 202,059 shares were issued as “Matching Shares” at nominal value under the Plan.
OVERVIEW
159
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
26. Other reserves
Capital
redemption
reserve
€000
Merger
reserve
€000
Hedging
Effectiveness
reserve
€000
Other reserve
€000
Total Other
reserves
€000
Balance at 1 April 2022
148
106,707
295
7,551
114,701
Total comprehensive income for the period
–
–
42
–
42
Balance at 31 March 2023
148
106,707
337
7,551
114,743
Total comprehensive income for the period
–
–
–
–
–
Balance at 31 March 2024
148
106,707
337
7,551
114,743
The closing balance of the capital redemption reserve represents the amounts transferred from share capital on
redemption of deferred shares in a previous year.
The merger reserve arose prior to transition to IFRS when merger accounting was adopted.
The hedging effectiveness reserve reflects the total accounted for under IFRS 9 in relation to the Tricoya segment (see
note 1).
The other reserve represents the amounts received for subsidiary share capital from non-controlling interests net with
the carrying amount of non-controlling interests issued (see note 27).
27. Transactions with non-controlling interests
The total carrying amount of the non-controlling interests in TUK (Tricoya UK Limited) and TTL (Tricoya Technologies
Limited) at 31 March 2022 was €35.5m (2021: €37.2m).
In November 2022, Accsys reached agreement to acquire full ownership of TUK and TTL, from its Consortium Partners
(INEOS, MEDITE, BGF & Volantis). Under the agreement Accsys acquired the remaining 38.2% holding in TUK that TTL
did not already own and the 23.5% holding in TTL that it did not already own.
Consideration of 11.9 million new ordinary Accsys shares was provided to the other Tricoya Consortium Partners valued
at €9.5m (€0.81 per share).
TUK and TTL were consolidated in the Group results in the prior year and continue to be consolidated following this
purchase.
28. Investment in Joint Venture
In August 2020, Accsys together with Eastman Chemical Company formed a new Company, Accoya USA LLC, 60%
owned by Accsys and 40% owned by Eastman. Accoya USA LLC is constructing and will operate an Accoya plant
in Kingsport, Tennessee (USA) to serve the North American market. The plant is designed to initially produce
approximately 43,000 cubic metres of Accoya per annum and to allow for cost-effective expansion.
Under IFRS 11 – Joint arrangements, the two parties are assessed to jointly control the entity, due to the operating
agreement requiring both joint venture partners to approve key business decisions. Accoya USA is accounted for as a
joint venture and equity accounted for within the financial statements.
At 31 March 2024, Accsys and Eastman have contributed combined equity of $70m to Accoya USA LLC.
An eight-year term loan of $70 million has been provided by First Horizon Bank (‘FHB’) of Tennessee, USA. FHB are
also providing a further $10 million revolving line of credit to be utilised to fund working capital. The FHB term loan
is secured on the assets of Accoya USA and will be supported by Accoya USA’s shareholders, including $50 million
through a limited guarantee provided on a pro-rata basis, with Accsys’ 60% share representing $30 million (see note
31). The interest rate varies between 1.3% to 2.1% over USD LIBOR. Principal repayments commence one year following
the completion and start-up of the facility, and are calculated on a ten-year amortisation period.
Notes to the Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
160
The carrying amount of the equity-accounted investment is as follows:
2024
€’000
2023
€’000
Opening balance
30,859
3,216
Investment in Accoya USA
4,926
28,979
Less: Accsys proportion (60%) of Licence fee received
–
(300)
Loss for the year
(4,100)
(1,036)
Closing balance
31,685
30,859
The Group has equity accounted for the joint venture in these consolidated accounts.
Reconciliation of investment in Accoya USA:
2024
€’000
2023
€’000
Net assets of Accoya USA (USD)
60,002
58,425
60% of net assets of Accoya USA (EUR)
33,359
32,229
Less: Accsys proportion (60%) of Licence fee received to date
(1,500)
(1,500)
Foreign exchange movements
(174)
130
Closing balance
31,685
30,859
The income statement, balance sheet and cashflows for Accoya USA LLC, are set out below:
Accoya USA income statement:
2024
€’000
2023
€’000
Operating costs
(6,653)
(1,519)
Operating loss
(6,653)
(1,519)
Interest payable
(179)
(207)
Loss before taxation
(6,832)
(1,726)
Tax expense
–
–
Total comprehensive loss for the financial year
(6,832)
(1,726)
Accsys proportion (60%) of US JV EBITDA
(3,724)
(700)
Accsys proportion (60%) of US JV EBIT
(3,993)
(911)
Accsys proportion (60%) of US JV total loss from operations
(4,100)
(1,036)
Balance Sheet:
2024
€’000
2023
€’000
Non-current assets
Property, plant and equipment
122,662
69,327
Right of use assets
6,919
6,242
129,581
75,569
Current assets
Inventories
1,201
–
Trade and other receivables
114
236
Cash and cash equivalents
6,089
8,701
7,404
8,937
Current liabilities
Trade and other payables
(10,508)
(14,682)
Obligation under lease liabilities
(491)
(455)
Net current liabilities
(3,595)
(6,200)
Non-current liabilities
Obligation under lease liabilities
(6,635)
(5,875)
Other long term borrowing
(63,701)
(9,781)
(70,336)
(15,656)
Net assets
55,650
53,713
OVERVIEW
161
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
28. Investment in Joint Venture continued
Cash flows:
2024
€’000
2023
€’000
Cash flows from operating activities
(4,679)
(1,147)
Cash flows from investing activities
(56,553)
(49,568)
Cash flows from financing activities
58,620
59,181
Net increase in cash and cash equivalents
(2,612)
8,466
29. Commitments under loan agreements
2024
€’000
2023
€’000
Loan obligations
Within one year
–
9,500
In the second to fifth years inclusive
32,446
50,288
In greater than five years
27,758
6,132
Present value of loan obligations
60,204
65,920
Amounts payable under loan agreements – undiscounted cashflows:
Within one year
1,646
10,312
In the second to fifth years inclusive
34,294
52,976
After five years
43,917
9,962
Less future finance charges
(19,653)
(7,330)
Present value of loan obligations
60,204
65,920
ABN Debt Facilities
In November 2023, Accsys and ABN Amro agreed to amend and extend the Company’s main borrowing facilities by
18 months to a maturity date of 31 March 2026. The facilities agreement with ABN Amro comprise a
• €33m remaining Term Loan Facility and,
• €25m Revolving Credit Facility (‘RCF’).
• The Term Loan has no scheduled repayments of the term loan until 30 June 2025, quarterly payments of €1.125m
thereafter.
• Term Loan interest varies between 4.34% and 5.34% with additional rolled up interest of 3% accruing on €2.25
million for the period from 5 April 2024 to 4 October 2024, €4.5 million for the period from 5 October 2024 to 4
April 2025 and €6.75 million from 5 April 2025, representing the Term Loan Facility amortisation payments that were
deferred under the amortisation holiday.
• RCF interest rate varies between 3.0% and 4% above EURIBOR.
Approximately €20m of the RCF was utilised to provide a Letter of Credit by ABN Amro to FHB in support of the
Accoya USA JV funding arrangements, and the remaining €5 million was undrawn at 31 March 2024.
The facilities are secured against the assets of the Group which are 100% owned by the Company and include
covenants such as net leverage, interest cover which are based upon the results and assets which are 100% owned by
the Company and minimum liquidity covenants.
Notes to the Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
162
Convertible Loan notes
In the November 2023 capital raise, new unsecured, non-transferable convertible loan notes were issued totalling
€21 million (including the refinancing and discharge of the existing €10 million 2022 Convertible Loan).
The convertible loans have a 6 year term and carry a fixed rate coupon of 9.5%. For the first 2.5 years the coupon is
rolled up and deferred and following the 2.5 year period, the deferred interest can either be converted into ordinary
shares of the Company or paid in cash over the remaining 3.5 years at the option of the holders of the convertible loan
notes. Following that 2.5 year period, interest shall be payable in cash.
The convertible loan note holders will have the right to convert the convertible loan notes they hold into Ordinary
Shares of the Company at a price of 83.22 Euro cents per share.
Tricoya Natwest facility:
In November 2022, Tricoya UK Limited (the Company’s subsidiary) agreed with Natwest Bank plc to restructure its TUK
debt facility, reducing the principal amount to a €6m loan with a 7 year term. The facility is secured by fixed and floating
charges over all assets of Tricoya UK Limited.
Interest is calculated with the margin ranging from 325 to 475 basis points plus Euribor and capitalised during the
7 year term. No repayments are due until the facility maturity date.
At 31 March 2024, the Group had €6.7m (31 March 2023: €6.0m) borrowed under the facility.
Tricoya UK Limited also provided a Value Recovery Instrument (“VRI”) agreement to Natwest, to recover up to
approximately €9.4m, on a contingent basis, depending on profitability of the Tricoya Hull plant once operational.
The contingent payments to NatWest are based upon free cash-flow generated by the Hull plant (see note 23).
Accoya USA facility:
In March 2022 the Company’s joint venture, Accoya USA agreed an eight-year $70 million loan from First Horizon Bank
(‘FHB’) of Tennessee, USA in respect of the construction and operation of the Accoya USA plant. FHB are also providing
a further $10 million revolving line of credit to be utilised to fund working capital. The FHB term loan is secured on the
assets of Accoya USA and is supported by Accoya USA’s shareholders, including $50 million through a limited guarantee
provided on a pro-rata basis, with Accsys’ 60% share representing $30 million (see note 28 & 31). The interest rate
varies between 1.3% to 2.1% over USD LIBOR. Principal repayments commence one year following the completion and
start-up of the facility, and are calculated on a ten-year amortisation period. Accoya USA is equity accounted for in
these financial statements, therefore this Borrowing is not included in the Group’s borrowings. (See note 28).
To support Accsys’ limited guarantee, Accsys provided a $20 million Letter of Credit (‘LC’) to FHB. The LC is issued by
ABN Amro, utilising part of the revolving credit facility.
Reconciliation to net debt:
2024
€’000
2023
€’000
Cash and cash equivalents
27,427
26,593
Less:
Amounts payable under loan agreements
(60,204)
(65,920)
Amounts payable under lease liabilities (note 17)
(4,338)
(4,735)
Net debt
(37,115)
(44,062)
OVERVIEW
163
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
29. Commitments under loan agreements continued
Reconciliation of free cashflow
2024
€’000
2023
€’000
Net cash from operating activities
7,197
16,733
Investment in property, plant and equipment
(3,475)
(30,291)
Free cashflow
3,722
(13,558)
Restricted cash
In the prior year, the cash and cash equivalents disclosed above and in the Consolidated statement of cash flow includes
$10 million which is pledged to ABN Amro as collateral for the $20 million Letter of Credit provided to FHB (see note 28
& 31). In the current year, this cash pledged was released as part of the funding arrangements agreed with ABN Amro in
November 2023.
Reconciliation to adjusted cash:
2024
€’000
2023
€’000
Cash and cash equivalents
27,427
26,593
Less: Cash pledged to ABN for Letter of Credit
–
(9,828)
Adjusted Cash
27,427
16,765
Borrowings
€’000
Leases
€’000
Sub-total
€’000
Cash
€’000
Total
€’000
Net debt as at 31 March 2022
(63,989)
(5,217)
(69,206)
42,054
(27,152)
Cash flows
(10,000)
940
(9,060)
(16,984)
(26,044)
New leases
–
(590)
(590)
–
(590)
Foreign exchange adjustments
–
67
67
1,523
1,590
Other changes
8,069
65
8,134
–
8,134
Net debt as at 31 March 2023
(65,920)
(4,735)
(70,655)
26,593
(44,062)
Cash flows
17,000
1,044
18,044
533
18,577
New leases
–
(757)
(757)
–
(757)
Foreign exchange adjustments
–
40
40
301
341
New loans
(9,901)
–
(9,901)
–
(9,901)
Other changes
(1,383)
70
(1,313)
–
(1,313)
Net debt as at 31 March 2024
(60,204)
(4,338)
(64,542)
27,427
(37,115)
Other changes relate to accrued interest and other financing costs. In the prior year, the majority of other changes
related to the Tricoya restructure which has been detailed above within this note and accrued interest.
30. Equity options
On the 29 March 2017, the Company announced the formation of the Tricoya Consortium and as part of this, funding
was agreed with BGF Business Growth Fund). In addition to the issue of the Loan Notes, which have since been repaid
as part of the Group re-finance in October 2021, the Company issued 8,449,172 options over Ordinary Shares of the
Company to BGF exercisable at a price of £0.62 per Ordinary Share at any time until 31 December 2026 (the ‘Options’).
At 31 March 2024 a total 8,449,172 Options exist attributable to BGF. This represents 3.5% (2023: 3.9%) of the issued
share capital of the Company as at 31 March 2024.
See note 29 for details on the convertible loan notes issued during the November 2023 capital raise.
Notes to the Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
164
31. Guarantee provided to FHB
In March 2022 the Company’s joint venture, Accoya USA agreed an eight-year $70million loan from First Horizon Bank
(‘FHB’) of Tennessee, USA in respect of the construction and operation of the Accoya USA plant and a further $10
million revolving line of credit to be utilised to fund working capital (see note 28 & 29). The FHB term loan is supported
by Accoya USA’s shareholders, including $50 million through a limited guarantee provided on a pro-rata basis, with
Accsys’ 60% share representing $30 million (see note 28).
To support Accsys’ limited guarantee, Accsys provided a $20 million Letter of Credit, issued by ABN Amro, to FHB (see
note 29).
The $30 million limited guarantee provided to FHB is accounted for under IFRS 9 ‘Financial instruments’ and held at a
fair value of € nil, representing a present value calculation of €8.6 million weighted by the estimated probability of FHB
calling on the guarantee being close to 0%, and therefore any remaining value being close to € nil. This probability has
been assessed due to the requirements in place under the Joint venture operating agreement to fund cost over runs
on the project, should they arise.
32. Financial instruments
Financial instruments
Lease liabilities
Lease creditors of €4,338,000 as at 31 March 2024 (2023: €4,735,000) relates to various offices, land, equipment and
cars that the Group leases (see note 17).
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while
maximising the return to shareholders.
The capital structure of the Group consists of cash and cash equivalents and equity attributable to owners of the
parent Company, comprising share capital, reserves and accumulated losses.
The Board reviews the capital structure on a regular basis. As part of that review, the Board considers the cost of
capital and the risks associated with each class of capital. Based on the review, the Group will balance its overall capital
structure through new share issues and the raising of debt if required.
The Group’s strategy is to maintain a Net Debt / EBITDA ratio of below 2.5x over the longer term while remaining within
covenant levels set in its ABN Amro loan facility. One of the key covenants under the ABN Amro facility is the Net Debt/
EBITDA ratio based upon the results and assets which are 100% owned by the Company, with the covenant test at
2.5x, increasing to 2.75x for the covenant tests for the 12 months ending 30 September 2024, 31 December 2024 and
31 March 2025 and then returning to 2.5x. On this basis, Net Debt/EBITDA ratio was calculated at 0.6 for the year
ending 31 March 2024.
No final dividend is proposed in 2024 (2023: €nil). The Board deems it prudent for the Company to protect as strong a
statement of financial position as possible during the current phase of the Company’s growth strategy.
OVERVIEW
165
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
32. Financial instruments continued
Financial Instruments by category
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
Financial asset investments
Level 2
–
–
–
–
Cash and cash equivalents
27,427
–
–
27,427
Total
43,087
–
–
43,087
2023/ € ‘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
15,552
–
–
15,552
Financial asset investments
Level 2
–
–
–
–
Cash and cash equivalents
26,593
–
–
26,593
Total
42,145
–
–
42,145
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)
2023/ € ‘000
Fair value
hierarchy
At amortised
cost
At fair value
though profit
or loss
At fair value
through OCI
Total
Financial liabilities
Borrowings – loans
(65,920)
–
–
(65,920)
Lease liabilities
(4,735)
–
–
(4,735)
Trade and other payables
(17,942)
–
–
(17,942)
Value Recovery Instrument (“VRI”)
(1,383)
(1,383)
Total
(89,980)
–
–
(89,980)
Money market deposits are held at financial institutions with high credit ratings (Standard & Poor’s rating of A).
All assets and liabilities mature within one year except for the lease liabilities, for which details are given in note 17 and
loans, for which details are given in note 29.
Trade payables are payable on various terms, typically not longer than 30 to 60 days with the exception of some major
capex items.
Market risk
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and
interest rates.
Financial risk management objectives
The Group’s treasury policy is structured to ensure that adequate financial resources are available for the development
of its business whilst managing its currency, interest rate, counterparty credit and liquidity risks. The Group’s treasury
strategy and policy are developed centrally and approved by the Board.
Notes to the Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
166
Foreign currency risk management
The Group’s functional currency is the Euro with the majority of operating costs and balances denominated in Euros. An
increasing proportion of costs will be incurred in pounds sterling as the Group’s activities associated with the Tricoya
plant in Hull increase, although future revenues will be in Euros or other currencies. Equity contributions into Accoya
USA and a smaller proportion of revenue and expenditure are incurred in US dollars and expenditure is also incurred in
pounds sterling. In addition some raw materials, while priced in Euros, are sourced from countries which are not within
the Eurozone. The Group monitors any potential underlying exposure to other exchange rates.
If exchange rates changed by 5% from exchange rates at 31 March 2024, the effect on the P&L from the revaluation of:
• Trade Receivables – P&L impact would not be material. The details of the Trade receivables per Currency is disclosed
in note 22 with the US Dollar receivables held in Titan Wood Inc, which has a US Dollar reporting currency.
• Trade payables – P&L impact would be approximately €144,000.
Interest rate risk management
Some of the Group’s borrowings have variable interest rates based on a relevant benchmark (i.e. EURIBOR) plus an
agreed margin. Surplus funds are invested in short term interest rate deposits to reduce exposure to changes in
interest rates. The Group does not currently enter into any interest rate hedging arrangements, although will review
the need to do so in respect of the variable interest rate loan facilities.
If the interest rate changed by 5% on loans which have a variable interest element, the P&L impact would be
approximately €341,000.
Credit risk management
The Group is exposed to credit risk due to its trade receivables from customers and cash deposits with financial
institutions. The Group’s maximum exposure to credit risk is limited to their carrying amount recognised at the balance
sheet date.
The Group ensures that sales are made to customers with an appropriate credit history to reduce the risk where this is
considered necessary. The Directors consider the trade receivables at year end to be of good credit quality including
those that are past due (see note 22). The Group is not exposed to any significant credit risk exposure in respect of
any single counterparty or any group of counterparties with similar characteristics other than the balances which are
provided for as described in note 22.
The Group has credit risk from financial institutions. Cash deposits are placed with a group of financial institutions with
suitable credit ratings in order to manage credit risk with any one financial institution. All Financial institutions utilised
by the Group, and with which the Group holds cash balances have investment grade credit ratings.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board, which has built an appropriate liquidity
risk management framework for the management of the Group’s short-, medium- and long-term funding and liquidity
management requirements. The Group manages liquidity risk by maintaining adequate reserves and banking facilities
by continuously monitoring forecast and actual cash flows and matching the maturity profile of financial assets and
liabilities. See note 17 & 29.
Fair value of financial instruments
In the opinion of the Directors, there is no material difference between the book value and the fair value of all financial
assets and financial liabilities.
OVERVIEW
167
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
33. Capital Commitments
2024
€’000
2023
€’000
Contracted but not provided for in respect of property, plant and equipment
–
–
34. Related party transactions
Loan from De Engh BV Limited
As part of the Accoya USA JV funding arrangements, in the prior year, Accsys provided a $20 million Letter of Credit
(‘LC’) to FHB. (see note 29 & 31). To support the LC, Accsys agreed a €10 million convertible loan with De Engh BV
Limited (‘De Engh’) in March 2022, an investment company based in the Netherlands (the ‘Convertible Loan’) and a
Accsys shareholder holding 10.57% of Accsys’ issued share capital at 31 March 2023. The Convertible Loan proceeds
were placed with ABN Amro solely as cash collateral to enable ABN Amro to grant the $20 million LC to FHB.
In November 2023, the convertible loan with De Engh BV was discharged and refinanced. New convertible loans
totalling €21 million were issued to current shareholders (see note 29).
There have been no other related party transactions in the year.
35. Events occurring after 31 March 2024
On 16 May 2024, Steven Salo stepped down from his role as Chief Financial Officer. A search is underway for a
replacement. During this period, Hans Pauli will act as an Interim CFO. Hans has been with the Group for over
14 years in various roles, amongst others as CFO from 2010 to 2012. There have been no other material events since
31 March 2024.
Notes to the Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
168
Company Statement of Financial Position
as at 31 March 2024
Note
2024
€’000
2023
€’000
Non-current assets
Investments in subsidiaries
4
27,283
25,803
Right of use assets
–
3
Financial asset at fair value through profit or loss
5
–
–
27,283
25,806
Current assets
Debtors
6
291,756
279,062
Cash at bank and in hand
21
12,062
291,777
291,124
Creditors: amounts falling due within one year
7
(12,916)
(22,485)
Net current assets
278,861
268,639
Creditors: amounts falling due after more than one year
8/9
(53,529)
(50,288)
Net assets
252,615
244,157
Capital and reserves
Called up Share capital
10
11,976
10,963
Share premium account
262,394
250,717
Reserve for own shares
(8)
(8)
Capital redemption reserve
148
148
Profit and loss account
(21,895)
(17,663)
Total shareholders’ funds
252,615
244,157
The notes on pages 171 to 177 form an integral part of the parent Company financial statements.
The financial statements were approved by the Board and authorised for issue on 25 June 2024 and signed on its
behalf by:
Jelena Arsic van Os
Roland Waibel
Director
Director
OVERVIEW
169
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
Company Statement of Changes in Equity
for the year ended 31 March 2024
Called up
Share capital
€000
Share
premium
account
€000
Capital
redemption
Reserve
€000
Own Shares
€000
Profit and
loss account
€000
Total
Shareholders
Funds
€000
Balance at 31 March 2022
9,638
223,326
148
(6)
(11,535)
221,571
Loss for the financial year
–
–
–
–
(6,472)
(6,472)
Share based payments
–
–
–
–
366
366
Shares issued
1,325
–
–
(2)
(22)
1,301
Premium on shares issued
–
28,477
–
–
–
28,477
Share issue costs
–
(1,086)
–
–
(1,086)
Balance at 31 March 2023
10,963
250,717
148
(8)
(17,663)
244,157
Loss for the financial year
–
–
–
–
(5,712)
(5,712)
Share based payments
–
–
–
–
1,480
1,480
Shares issued
1,013
–
–
–
–
1,013
Premium on shares issued
–
12,319
–
–
–
12,319
Share issue costs
–
(642)
–
–
–
(642)
Balance at 31 March 2024
11,976
262,394
148
(8)
(21,895)
252,615
The profit and loss includes €8,010,000 of non-distributable reserves arising from the liquidation of Accsys Chemicals
Limited in the year ended 31 March 2007.
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
170
Notes to the Company Financial Statements
for the year ended 31 March 2024
1. Accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These
policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
The separate financial statements of Accsys Technologies PLC (‘the Company’) have been prepared in accordance with
Financial Reporting Standard 101, ‘Reduced Disclosure Framework’ (FRS 101) for the year ended 31 March 2024. The
financial statements have been prepared under the historical cost convention, as modified by the revaluation of land
and buildings and derivative financial assets and financial liabilities measured at fair value through profit or loss, and in
accordance with the Companies Act 2006.
The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting
policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are
significant to the financial statements are disclosed in note 2 of the Group financial statements.
The following exemptions from the requirements of IFRS have been applied in the preparation of these financial
statements, in accordance with FRS 101:
• The Company has taken advantage of the exemption in FRS 101, and has not disclosed information required by the
standard as the consolidated financial statements, in which the Company is included, provide equivalent disclosures
for the Group under IFRS 7 ‘Financial instruments: disclosures’.
• The Company has taken advantage of the exemption available under FRS 101 and not disclosed related party
transactions with wholly owned subsidiary undertakings.
• The Company has taken advantage of the exemption available under FRS 101 and the requirements of IAS 7 to not
disclose a Statement of Cash Flows.
As permitted under section 408 of the Act the Company has elected not to present its own profit and loss account for
the year. The loss for the financial year was €5,712,000 (2023: €6,472,000).
Going concern
The Company from a going concern perspective is inextricably linked to the Group. As explained in note 1 to the
Group’s consolidated financial statements, the Directors have concluded that it is appropriate to prepare the Group’s
consolidated financial statements on a going concern basis. This conclusion also applies to the preparation of the
Company’s financial statements for the reasons set out in that note.
Investments
Except where a reliable fair value cannot be obtained, unlisted shares held by the Company are stated at historical cost
less any provision for impairment.
Share based payments
When the parent entity grants options over equity instruments directly to the employees of a subsidiary undertaking,
then in the parent company financial statements the effect of the share based payment is capitalised as part of the
investment in the subsidiary as a capital contribution, with a corresponding increase in equity. The fair value of the
options granted is measured using a modified Black Scholes model, taking into account the terms and conditions
upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number
of share options that vest only where vesting is dependent upon the satisfaction of service and non-market vesting
conditions.
Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest
at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on
the number of options which eventually vest. Market vesting conditions are factored into the fair value of the options
granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
OVERVIEW
171
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
1. Accounting policies continued
Deferred taxation
Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment
of certain items for taxation and accounting purposes except for deferred tax assets which are only recognised to
the extent that the Company anticipates making sufficient taxable profits in the future to absorb the reversal of the
underlying timing differences. Deferred tax balances are not discounted.
Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid.
Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Financial assets
Debtors & Cash at bank and in hand
The Company follows the Group’s accounting policies for Debtors and Cash. See note 1 to the Group financial
statements.
Financial liabilities
Other financial liabilities
Trade payables and other financial liabilities are initially recognised at fair value and subsequently carried at amortised
cost using the effective interest method.
Accounting judgements
In preparing the Financial Statements, management has to make judgments on how to apply the accounting policies and
make estimates about the future. The critical judgements that have been made in arriving at the amounts recognised in
the Financial Statements and the key sources of uncertainty that have a significant risk of causing a material adjustment
to the carrying value of assets and liabilities in the next financial year are discussed below:
Financial asset at fair value through profit or loss
The Company has an investment in listed equity shares carried at nil fair value as a reliable fair value cannot be obtained
since there is no active market for the shares and there is currently uncertainty around the future funding of the
business. The Company makes appropriate enquiries and considers all of the information available to it in order to
determine the fair value.
Carrying value of intercompany receivables and investments in subsidiaries
The recoverable amounts of these balances have been determined based on value in use calculations. These
calculations require the use of judgements in relation to discount rates and future forecasts. The recoverability of these
balances is dependent upon the level of future licence fees and manufacturing revenues relating to group companies.
While the scope and timing of the production facilities to be built under the Group’s existing and future agreements
remains uncertain, the Directors remain confident that revenue from own manufacturing, existing licensees, new
licence or consortium agreements will be generated, demonstrating the recoverability of these balances.
Prior year adjustment
In the prior year, Titan Wood Limited issued shares to the Company for a total consideration of €8.4m. This transaction
was incorrectly disclosed within Amounts owed by Group Undertakings. The prior year numbers have been adjusted
to correct for this. The effect of this adjustment was to increase investments in subsidiaries by €8.4m (see note 4) and
decrease Amounts owed by Group undertakings (see note 6). There was no P&L impact from this change.
2. Profit and loss account
A loss of €5,712,000 (2023: €6,472,000) is dealt with in the Company financial statements of Accsys Technologies PLC.
The Directors have taken advantage of the exemption available under section 408 of the Companies Act 2006 and
not presented a profit and loss account for the Company. Fees payable to the Company’s auditors for the audit of the
Group’s annual financial statements was €193,000 (2023: €183,000). Fees payable to the Company’s auditors for the
audit of the Company’s subsidiaries was €212,000 (2023: €205,000), fees payable to Component auditors for audit of
subsidiaries was €190,000 (2023: 182,000).
Notes to the Company Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
172
The information disclosed in the Group’s consolidated financial statements under IFRS2 ‘Share-based payment’ is within
note 14, providing further information regarding the Company’s equity settled share based payment arrangements.
3. Employees
The Company had no employees other than Executive Directors (2024: 2 and 2023: 2) during the current or prior year.
Non-executive Directors received emoluments in respect of their services to the Company of €403,000 (2023:
€442,000). Details have been included in the Remuneration Report. The Company did not operate any pension
schemes during the current or preceding year.
4. Investments in subsidiaries
The Directors have considered the recoverability of the carrying values, taking into account the net assets as well as
the long term expected performance of the subsidiaries and do not consider that any impairment is currently required.
The recoverable amount is determined based on a value in use calculation which uses cash flow projections based on
Board approved financial budgets. Cash flows have been projected for a period of 5 to 7 years plus a terminal value
discounted at a pre-tax discount rate of 14.25% per annum (2023: 13.5%) and a growth rate of 2% to determine their
present value. The key assumption used in the value in use calculations is the level of manufacturing revenues and
future licence fees estimated by management over the budget period. These have been based on past experience and
expected future revenues but are limited to existing assets and those under construction.
€’000
Cost
At 1 April 2022
21,698
Additions
8,419
Share based payments
366
At 31 March 2023
30,483
Additions
–
Share based payments
1,480
At 31 March 2024
31,963
Impairment
At 1 April 2022 and 1 April 2023 and 31 March 2024
4,680
Net book value
At 31 March 2024
27,283
At 31 March 2023
25,803
The following were the principal subsidiary undertakings at the end of the year and have all been included in the
financial statements:
In the prior year, Titan Wood Limited issued shares to the Company for a total consideration of €8.4m. This transaction
was incorrectly disclosed within Amounts owed by Group Undertakings. The prior year numbers have been adjusted
to correct for this. The effect of this adjustment was to increase investments in subsidiaries by €8.4m and decrease
Amounts owed by Group undertakings (see note 6). There was no P&L impact from this change.
OVERVIEW
173
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
4. Investments in subsidiaries continued
Class
2024
% shares
and voting
rights
held
2023
% shares
and voting
rights
held
Subsidiary undertakings
Titan Wood Technology BV (Netherlands)
Ordinary
100
100
Titan Wood BV (Netherlands)
Ordinary
100
100
Titan Wood Limited (UK)
Ordinary
100
100
Titan Wood Inc (USA)
Ordinary
100
100
Accsys (Accoya USA) Holdings LLC (USA)
Ordinary
100
100
Accsys USA Holdings Inc (USA)
Ordinary
100
100
Tricoya Technologies Limited (UK)
Ordinary
100
100
Tricoya UK Limited (UK)
Ordinary
100
100
Accoya Color UK Limited (UK)
Ordinary
100
100
Accsys Jersey Limited (Jersey)
Ordinary
100
0
Joint venture undertakings
Accoya USA LLC (USA)
Ordinary
60
60
The shares in Titan Wood BV, Titan Wood Inc, Accsys (Accoya USA) Holdings LLC, Accsys USA Holdings Inc, Accoya USA
LLC, Accoya Color UK Limited, Tricoya Technologies Ltd and Tricoya UK Ltd are held indirectly by the Company.
The principal activities of these companies were as follows:
Titan Wood Technology B.V. *
The provision of technical and engineering services to licensees, and the technical
development of acetylation opportunities.
Titan Wood B.V. *
The manufacture and sale of Accoya acetylated wood.
Titan Wood Limited **
Establishing global market penetration of Accoya and Tricoya as the premium wood and wood
elements brands respectively for external applications requiring durability, stability and
reliability through the licensing of the Group’s proprietary process for wood acetylation.
Titan Wood Inc. ****
Provision of Sales, Marketing and Technical services.
Accsys (Accoya USA) Holdings LLC ****
Holdings company
Accsys USA Holdings Inc ****
Holdings company
Tricoya Technologies Limted **
Engaged in the commercialisation of technology for the production of Tricoya Wood Elements
around the world.
Tricoya UK Limited **
The construction and operation of manufacturing plant for Tricoya wood chips as the premium
wood elements brand for external applications requiring durability, stability and reliability.
Accoya Color UK Limited (UK) **
The manufacture of colored acetylated wood.
Accsys Jersey Limited ***
The issuing of convertible loan notes on the Group’s behalf.
Accoya USA LLC ****
The construction and operation of a manufacturing plant for Accoya acetylated wood to serve
the North American market.
Registered office of subsidiaries:
* P.O. Box 2147, 6802 CC, Arnhem, The Netherlands
** 4th Floor, 3 Moorgate Place, London, EC2R 6EA, United Kingdom
*** 22 Grenville Street, St Helier, JE4 8PX, Jersey
*** *Building 470, 200 South Wilcox Drive, Kingsport, Tennessee, 37660, USA
Notes to the Company Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
174
5. Financial asset at fair value through profit or loss
2024
€’000
2023
€’000
Shares held in Cleantech Building Materials PLC
–
–
Accsys Technologies PLC has previously purchased a total of 21,666,734 unlisted ordinary shares in Diamond Wood
China. On 23 December 2016, Cleantech Building Materials PLC acquired Diamond Wood China. On 19 April 2017
Cleantech Building Materials acquired the 21,666,734 shares previously owned by the Company and in return the
Company has been issued with 520,001 shares in Cleantech Building Materials PLC, a listed company trading on the
Nasdaq First North market in Copenhagen.
There continues to be no active market for these shares as at 31 March 2024. As such a reliable fair value cannot be
calculated and the investment is carried at a nil fair value (2023: nil).
A total of 498,522 shares were held at 31 March 2024.
6. Debtors
2024
€’000
2023
€’000
Amounts owed by Group undertakings
291,691
278,443
Prepayments and accrued income
65
619
291,756
279,062
In the prior year, Titan Wood Limited issued shares to the Company for a total consideration of €8.4m. This transaction
was incorrectly disclosed within Amounts owed by Group Undertakings. The prior year numbers have been adjusted
to correct for this. The effect of this adjustment was to increase investments in subsidiaries by €8.4m (see note 4) and
decrease Amounts owed by Group undertakings. There was no P&L impact from this change.
The amounts owed by Group undertakings currently have no repayment plans in place, however the intention is for
the Group’s subsidiaries to repay this balance in the future. A repayment plan will be determined and commence for
the loan when the subsidiaries have surplus cash and the Group requires the cash for other purposes. The Directors
have considered the recoverability of the balances, taking into account the net assets as well as the long term expected
performance of the subsidiaries and do not consider that any impairment is currently required. The group will use the
operational profits of the subsidiaries to flow cash around the group thus repaying the loans. The recoverable amount
is determined based on a value in use calculation which uses cash flow projections based on latest board approved
financial budgets. Cash flows have been projected for a period of 5 to 7 years plus a terminal value discounted at a pre-
tax discount rate of 14.25% (2023: 13.5%) and a 2% growth rate to determine their present value. Refer to note 16 of
the Group financial statements for the key assumptions and sensitivity analysis for this calculation.
7. Creditors: amounts falling due within one year
2024
€’000
2023
€’000
Trade creditors
707
908
Amounts owed to Group undertakings
11,677
11,695
Obligation under lease liabilities
6
3
Short term borrowings
–
9,500
VAT
62
–
Accruals and deferred income
464
379
12,916
22,485
The amounts owed to Group undertakings are payable upon demand and are unsecured.
OVERVIEW
175
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
8. Commitments under lease liabilities
Minimum lease payments
2024
€’000
2023
€’000
Amounts payable under lease liabilities:
Within one year
6
3
In the second to fifth years inclusive
–
–
After five years
–
–
Less: future finance charges
–
–
Present value of lease obligations
6
3
9. Commitments under loan agreements
2024
€’000
2023
€’000
Amounts payable under loan agreements:
Within one year
–
10,311
In the second to fifth years inclusive
35,940
52,977
After five years
33,370
–
Less future finance charges
(15,781)
(3,500)
Present value of loan obligations
53,529
59,788
10. Called up Share capital
2024
€’000
2023
€’000
Allotted – Equity share capital
239,518,372 Ordinary shares of €0.05 each (2023: 219,381,693 Ordinary shares of €0.05 each)
11,976
10,963
11,976
10,963
In the year ended 31 March 2023:
In May 2022, 13,793,103 Placing and Subscription Shares were issued as part of the capital raise to strengthen the
Company’s balance sheet, increase liquidity headroom and fund additional costs to complete the Arnhem Plant Reactor
4 capacity expansion. The Shares were issued at a price of €1.45 (£1.23) per ordinary share, raising gross proceeds of
€20 million (before expenses).
Between August and December 2022, 435,774 Shares were issued following the exercise of nil cost options, granted
under the Company’s 2013 Long Term Incentive Plan (‘LTIP’).
In July 2022, 137,665 shares were issued to an Employee Benefit Trust (EBT) at nominal value, as part of the annual
bonus, in connection with the employee remuneration and incentivisation arrangements for the period from
1 April 2021 to 31 March 2022. These shares will vest in July 2023, subject to the employees continuing employment
within the Group.
In November 2022, 11,875,801 shares were issued to the Tricoya Consortium Partners (INEOS, MEDITE, BGF & Volantis)
at a price of €0.80 (£0.71) per share. This formed part of a Sales Purchase Agreement with the Tricoya Consortium
Partners whereby Accsys acquired the remaining 38.2% holding in TUK that TTL did not already own and the 23.5%
holding in TTL that it did not already own. See note 28.
In January 2023, following the subscription by employees in the prior year for shares under the Employee Share
Participation Plan (the ‘Plan’), 174,144 shares were issued as “Matching Shares” at nominal value under the Plan.
In addition, various employees newly subscribed under the Plan for 203,906 Shares at an acquisition price of €0.81 per
share, with these shares issued to a trust, to be released to the employees after one year, together with an additional
share on a matched basis (subject to continuing employment within the Group).
In the year ended 31 March 2024:
Between July and February, 790,339 Shares were issued following the exercise of nil cost options, granted under the
Company’s 2013 Long Term Incentive Plan (‘LTIP’).
Notes to the Company Financial Statements continued
for the year ended 31 March 2024
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
176
In November 2023, 19,144,281 ordinary shares were issued as part of the capital raise along with a debt extension
package (see note 29 of the Group financial statements) to allow Accsys to commence commercial operations of its
North American Accoya plant in Kingsport, USA, strengthen its balance sheet and increase working capital in the face
of a challenging macro trading environment.
In January 2024, following the subscription by employees in the prior year for shares under the Employee Share
Participation Plan (the ‘Plan’), 202,059 shares were issued as “Matching Shares” at nominal value under the Plan.
11. Reconciliation of movements in shareholders’ funds
2024
€’000
2023
€’000
Loss for the financial year
(5,712)
(6,472)
Share based payments charged to subsidiaries
1,480
366
Proceeds from issue of shares
13,332
29,802
Share issue costs
(642)
(1,086)
Shares issued related to Employee share plans
–
(22)
Own shares
–
(2)
Net increase in shareholders’ funds
8,458
22,586
Opening shareholders’ funds
244,157
221,571
Closing shareholders’ funds
252,615
244,157
12. Dividends Paid
2024
€’000
2023
€’000
Final Dividend €Nil (2023: €Nil) per Ordinary share proposed and paid during year relating to the previous
year’s results
–
–
13. Deferred taxation
The Company has an unrecognised deferred tax asset of €7.0m (2023: €6.7m) which is largely in respect of trading
losses and has been calculated using the tax rate which is expected to be applicable when the tax losses are expected
to be utilised. The deferred asset has not been recognised due to the uncertainty of the timing of future expected
profits of the fellow subsidiary (in which the Company is in the same tax group) attributable to licensing activities.
14. Guarantee provided to FHB
In March 2022 the Company’s joint venture, Accoya USA agreed an eight-year $70million loan from First Horizon
Bank (‘FHB’) of Tennessee, USA in respect of the construction and operation of the Accoya USA plant and a further
$10 million revolving line of credit to be utilised to fund working capital (see note 28 & 29 in the Group financial
statements). The FHB term loan is supported by Accoya USA’s shareholders, including $50 million through a limited
guarantee provided on a pro-rata basis, with Accsys’ 60% share representing $30 million.
15. Guarantee provided on convertible loan notes issued by Accsys Jersey Limited
In the November 2023 fundraise, Accsys Group issued €21 million of new convertible loans through the Company’s
subsidiary Accsys Jersey Limited (see note 29 in the Group financial statements for further details on these convertible
loan notes). The Company has provided a guarantee to the Convertible loan holders for the obligations under the
convertible loan notes and the Company is contracted to provide to the convertible loan note holders ordinary shares
in the Company if the convertible loan notes are converted.
OVERVIEW
177
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
Shareholder Information
Accsys Technologies PLC is a public limited company incorporated in the United Kingdom
Directors
Trudy Schoolenberg
Dr Jelena Arsic van Os
Edwin Bouwman
Louis Eperjesi
Roland Waibel
Non-Executive Chair
Chief Executive Officer
Non-Executive Director
Non-Executive Director
Non-Executive Director
Company Secretary
Nick Hartigan
Company Number
05534340
Registered Office
4th Floor
3 Moorgate Place
London
EC2R 6EA
Bankers
Barclays Bank
One Churchill Place
London
E14 5HP
NatWest Bank
250 Bishopsgate
London
EC2M 4AA
ABN AMRO Bank
Velperweg 37
6824 BM Arnhem
The Netherlands
Registrars
Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DL
Independent Auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
1 Embankment Place
London, WC2N 6RH
Lawyers
Slaughter & May
One Bunhill Row
London
EC1Y 8YY
Broker and Nomad
Numis Securities Ltd
45 Gresham Street
London, EC2V 7BF
Corporate Access,
The Netherlands
ABN AMRO Bank N.V.
Gustav Mahlerlaan 10
1082 PP Amsterdam
Netherlands
| Accsys Technologies PLC | Annual Report and Financial Statements 2024
178
www.accoya.com
www.tricoya.com
www.accsysplc.com
Accsys Technologies PLC
4th Floor
3 Moorgate Place
London
EC2R 6EA
United Kingdom
+44 (0)20 7421 4300
Accsys®, Accoya®, Tricoya® and the Trimarque Device are registered trademarks owned by Titan Wood Limited (‘TWL’), a wholly owned subsidiary
of Accsys Technologies PLC, and may not be used or reproduced without written permission from TWL, or in the case of the Tricoya® registered
trademark, from Tricoya Technologies Limited, who have exclusive rights to exploit the Tricoya® brand. © Accsys Technologies PLC 2024
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