Alphawave Semi reports record $515.5m bookings for FY 2024

Alphawave IP Group plc (LON:AWE), a global leader in high-speed connectivity for the world’s technology infrastructure, has published its results for the year ended 31 December 2024.

· Record bookings of US$515.5m up 34% year-on-year

· Revenue of US$307.6m and Adjusted EBITDA of US$51.1m in line with guidance

· Continued leadership in connectivity technology for data centres and AI

Financial Summary and APMs¹ – US$m	FY 2024	FY2023	Change
License and NRE	258.8	167.6	54%
Royalties and silicon	48.8	154.1	(68%)
Total revenue	307.6	321.7	(4%)
Operating (loss) / profit	(32.8)	(19.4)	69%
*Operating margin*	*-11%*	*-6%*
EBITDA¹	1.4	9.8	(86%)
*EBITDA margin*	0%	3%
Adjusted EBITDA¹	51.1	62.6	(18%)
*Adjusted EBITDA margin*	*17%*	*19%*
Net (loss)	(42.5)	(51.0)	17%
*Net margin*	*-14%*	*-16%*
Cash generated from operations²	13.5	16.0	(16%)
Cash and cash equivalents	180.2	101.3	78%
Net cash/(debt) balance	(171.9)	(119.1)	(44%)

Bookings³ and Design Win Activity – US$m	FY 2024	FY2023	Change
License and NRE	397.2	274.0	45%
Royalties and silicon	118.3	109.9	8%
New bookings	515.5	383.9	34%
Additional design win activity – FSA (Flexible Spending Account) drawdowns and China re-sale licenses⁴	0.0	3.8	(100%)
Number of revenue generating end-customers	103	103	0%

1 For definitions of non-IFRS measures see Alternative Performance Measures section.

2 FY 2023 has been restated to reflect the adjustment of the capitalisation of borrowing costs (see note 22).

3 Bookings is a non‑IFRS measure and represents legally binding and largely non-cancellable commitments by customers. Bookings comprise licence fees, non-recurring engineering, support, orders for silicon products and estimated future royalties (based on contractually committed royalty prepayments or on volume estimates provided by customers) and any cancellation fees not
already included in de-bookings.

4 FSA (Flexible Spending Account) drawdowns and China re-sale licences convert previously announced contractual commitments included within bookings reported in prior periods to new product design wins which will be recognised as revenue over time.

Tony Pialis, President and Chief Executive Officer of Alphawave Semi, said: “In 2024, we signed a record US$515.5 million in bookings reflecting the strong demand for our technology and the deep trust our customers place in us. Throughout the year, we strengthened key partnerships, expanded our global reach, and continued to lead in next-generation connectivity and chiplet innovation. Our position at the forefront of the industry, working alongside some of the world’s most respected data centre and AI partners, underscores both our leadership and growing influence. With a leading connectivity portfolio, a talented team, and a significant market opportunity ahead, we are confident in the long-term potential of our business.”

Business and Technology Highlights

· In 2024, signed a record US$515.5m in bookings (up 34% from US$383.9m in FY 2023).

· Continued integration of prior acquisitions led to strong revenue growth in core license and NRE business.

· The Company’s IP product portfolio increased to over 240 silicon IPs at the end of 2024.

· In 2024, launched our dedicated chiplet group and deepened our commitment to the ecosystem, delivering multiple industry-first products – including the first multi-protocol I/O chiplet, cementing Alphawave Semi’s leadership in this space.

· Achieved I/O chiplet design wins, powered by leading UCIe, PCIe, 112G, and 224G IP for AI accelerators supporting Large Language Models (LLMs).

· Strengthened partnerships with TSMC, Samsung, and Arm, took leading roles in UALink and OIF consortiums, and launched industry-first chiplets and IPs.

· Signed a strategic partnership with Siemens EDA in December 2024 (announced Feb 2025), expanding sales reach to support long-term growth strategy.

· Six-year member of the TSMC IP Alliance Program and founding partner of the TSMC 3DFabric™ Alliance.

· Secured major wins in 800G/1.6T next-gen solutions for data centres, including multiple 3nm high-speed IP licensing deals for AI/HPC and networking.

· Connectivity Products unit recognised first revenues and developed next-gen PAM4 and Coherent-lite DSPs, enabling 800G/1.6T over electrical and optical cabling up to 20km (launched March 2025).

· Closing headcount increased by 162 people globally, bringing the total headcount to 991 (2022: 829)

Outlook

In 2025, we will complete our business integration and expect to start delivering silicon for AI and data centres. We are executing on our strategy and remain excited about the growth potential of our business. Due to current global economic uncertainty and the rapidly developing nature of the recently imposed tariff regimes, we are not in a position to provide guidance for full year 2025 or beyond at this point in the financial year. While timing of customer programmes is currently uncertain, we remain optimistic about the future growth opportunities of the business and will manage investments carefully through this period.

High-speed connectivity IP is the DNA of our business, and we have been recognised by the world’s largest foundries as the premier leader in this space. Most importantly, we are building on these strengths to deliver long-term value for our shareholders and other stakeholders.

Analyst and Investor Webinar

Alphawave Semi’s management will conduct an online presentation and Q&A session at 9.30am London time on Thursday 17 April 2025. This session will cover the details of the results and offer participants the opportunity to engage with the management team.

To attend the webinar, please register via the following link: https://us02web.zoom.us/webinar/register/WN_z44aYDLUSo2p6yzPLKoUjg

Access details will be provided upon registration.

Participants will have the chance to submit questions during the session, but questions are welcomed in advance and may be submitted to: [email protected]

2024 in review

Dear shareholder,

2024 was our third year as a publicly listed company and saw significant progress in the pursuit of our single long-term ambition: to be the leader in wired connectivity solutions for next generation AI and digital infrastructure.

Alphawave Semi works across the complete AI data centre and hyperscaler ecosystem to address their specific needs, which is expected to create value for our stakeholders on a sustained basis. Furthermore, our customers are having to cope with an unprecedented rate of growth in the data they handle. The boom in AI services means the global datasphere is set to grow by 15x during the next decade (source: Statista Digital Market Outlook – IDC, Kleiner Perkins – and UBS) and all the associated infrastructure and end applications need our connectivity technology in the form of IP, custom silicon and connectivity products.

The ability to add connectivity bandwidth to AI accelerators (xPUs) and high-performance computing is encountering a physical limit, with networking becoming a bottleneck in the growth of AI. The investments made by Alphawave Semi place us in a unique position to solve this problem through our IP, custom silicon, connectivity products and through our chiplet business announced during 2024, which provides smaller, very specialised chips that integrate like building blocks into a larger, more powerful SoC.

To enable Alphawave Semi to solve these issues, the business has fostered and strengthened partnerships with foundries such as TSMC and Samsung, as well as compute IP developers such as Arm, and is working in leading roles at consortiums such as UALink and OIF, and has launched several industry-first chiplets and IPs.

Whilst we remain mindful of the challenging global macro and geopolitical environment, we continue to lay and build on our foundations in order to deliver growth in all four areas of our business: IP licensing, custom silicon, connectivity products and chiplets.

Finally, our ability to expand our reach is demonstrated through the partnership we signed with Siemens EDA in December 2024, which was publicly announced in February 2025. This dramatically expands the reach of our sales force and supports our strategy and delivers on our long-term targets. This partnership contributed significant revenue in 2024.

Financial performance

While 2024 revenue was comparable to what was reported in 2023, the Group has seen significant growth in its core semiconductor business, replacing almost US$103m of lower-margin legacy shipments that were from the acquisition of OpenFive as well as nearly $50m of revenue from the WiseWave subscription licence agreement. In 2024 we made significant organic investments in future revenue growth through hiring and business infrastructure investment.

Bookings for the full year were US$515.5m, 34% above the prior year (FY 2023: US$383.9m).

Alongside the strong growth in bookings, we delivered another year of robust revenue, down 4% on the prior year, but with a more positive revenue mix, albeit below our guidance for the year. Adjusted EBIDTA was US$51.1m, 18% below the prior year (FY 2023: US$62.6m), although above our guidance for the year of approximately US$50.0m.

Adjusted EBITDA margin of 17% was below 2023 (FY 2023: 19%). EBITDA in 2024 was US$1.4m compared to US$9.8m in 2023.

In 2024, the business incurred a net loss of US$42.5m compared to a net loss of US$51.0m in 2023. The cash position at the end of 2024 was US$180.2m. This was higher than the prior year, reflecting the increase in financing arrangements for our ongoing investment in future revenue growth, including the development of our new opto-electronic products.

People, culture and values

Our employees have embodied our customer focus, with their commitment and passion at the core of our success. On behalf of the Board, I would like to express our sincere gratitude for their hard work during the year.

Our culture and values inform the way we conduct our business, ensuring we are mindful of the impact we have on society and the environment, helping us to build strong relationships with all our stakeholders. Throughout this report are examples of how we live these values, achieving results and maintaining a strong customer focus with an unwavering commitment to collaboration, honesty, transparency and accountability.

A strengthened senior management team

Following his appointment as CFO in 2023, Rahul Mathur has been appointed to COO, with his extensive experience in listed semiconductor companies helping to ensure the Group maintains its focus on R&D that will deliver strong financial results and shareholder value.

The Group has also welcomed Suzan Barghash as Senior Vice President and Head of Global HR. Suzan is an accomplished executive with a vast experience of HR leadership in publicly traded companies from across the semiconductor and technology sector.

Also of note is the appointment of Charlie Roach to Chief Revenue Officer. Charlie brings over 20 years of experience as a sales executive for publicly traded companies from across the semiconductor industry.

Stakeholder relationships

As a business we seek to establish strong and responsible relationships with customers, partners and the communities in the regions in which we operate. Our values extend to the way we engage with all our stakeholders.

We contribute to society by promoting diversity, fostering the next wave of innovation and innovators, promoting responsible business practices and playing our role in tackling climate change. We do this both through our own activities and in collaboration with our customers and other stakeholders, for shared success.

We are a fabless business, i.e. we do not own any manufacturing facilities, and we partner with multiple stakeholders in the supply chain, playing our role in promoting responsible business practices (see Supply chain section on page 35). As the business grows and matures, we will continue to enhance our policies and practices in this area.

Sustainability

During the year we made further progress on our sustainability strategy with an update on our materiality assessment. The ESG Steering Committee met during the year and the outcome of the materiality assessment will be presented at the first meeting of 2025. The assessment informs our ESG strategy and having up‑to‑date information helps us prioritise our key sustainability areas. In 2025 we will review and consider the implementation of its detailed recommendations (see ESG section on page 20).

Outlook 2025 and beyond

Business performance highlights in 2024

During 2024 we signed a record US$515.5m of bookings (FY 2023: US$383.9m), up 34% over the prior year. Of the US$397.2m of licence and NRE bookings signed in 2024, over 75% were in advanced nodes, 7nm and below. Given the complexity of this market, our success reflects the strength of our technology leadership and the business potential of the acquisitions we made in 2022. Our backlog of US$520.0m at the end of 2024 was 47% above the prior year. In 2024 we reduced our backlog by approximately US$42.8m of net adjustments. Our backlog is now enriched by more business in advanced nodes from which we expect to extract higher profitability over the long term.

We continued to integrate the business operations of prior acquisitions and delivered strong revenue; however, our financial results were at the bottom end of our revised guidance for the year. This was mainly as a result of our accelerated transition away from our legacy custom silicon business and differences in the timing of the revenue recognition of long-term contracts in advanced nodes.

We continued to invest in advanced interconnect technologies for data centres, as well as in our new semiconductor company, and this saw the first products launch in 2025.

R&D, maintaining our technology leadership

As a result, adjusted EBITDA at US$51.1m was 18% below the prior year and adjusted EBITDA margin was below 2023 at 17% (FY 2023: 19%). In 2024 the business generated a loss before tax of US$32.9m (FY 2023: loss before tax of US$39.5m).

During the year our cash and cash equivalents balance increased to US$180.2m (FY 2023: US$101.3m), as cash from operations of US$13.5m and proceeds from the US$150.0m convertible debt we issued in December was offset by capitalised investment for the development of new products and the necessary equipment to support future growth. We continue to review our capital allocation as well as available sources of capital to support our long-term growth strategy.

With an enhanced product portfolio of connectivity technology for data centres and AI, our partnership with Arm to implement their latest Neoverse cores for advanced AI and data centre compute products, plus our enhanced partnerships with Samsung and TSMC, we can further monetise our investments in the form of custom silicon, connectivity products and chiplets.

Alphawave Semi’s position in the industry

High-speed connectivity IP and advanced Arm compute are the DNA of the business. We have been recognised by the world’s largest foundries as the premier leader in high-speed connectivity. But we don’t just develop great connectivity, we also do it in the world’s most advanced nodes. Our portfolio now stands at more than 240 silicon IPs, and we can pull from it key ingredients to meet our customers’ needs.

In 2024 we established ourselves as a leader in the chiplet space, which will be critical to providing the connectivity demanded by AI and hyperscale data centres.

Our competitive positioning is built on our technology leadership and a full product portfolio of leading connectivity solutions coupled with our partnership delivering Arm compute to the world’s most advanced AI processors. This is what differentiates us from many of our competitors that are more focused on certain products or segments. We have been part of the TSMC IP Alliance Programme, a key component of the Open Innovation Platform®, for six consecutive years. We are a founding partner of the TSMC 3DFabric™ Alliance, and in 2024 we strengthened our commitment to a robust chiplet ecosystem, announcing multiple industry-first chiplet products.

With a unique portfolio of leading-edge connectivity technology, we are working with our customers to meet their connectivity needs across their data centres and create long-term business relationships.

This is allowing us to access a larger addressable market focused on AI, gain greater scale and enhance our competitive position. The combined custom silicon design wins in 2024 will support our mid and long-term revenue targets as we start to generate revenue from the production phase. The potential lifetime revenue from silicon production of these wins is not reflected in our bookings or backlog. The first silicon production orders are expected in 2025, which is when they will start contributing to revenue.

The world is changing to enable the increased adoption of AI

By 2035, the world’s datasphere will exceed 2100 ZB (up from c.180 ZB in 2025 and 12 ZB in 2015). This trend can also be seen in the amount of compute being pointed at AI models, which has continued its exponential growth during the deep learning era (from 2010). At the start of this era, John Hopkin’s 5.4 e16 FLOPS neural network was a significant outlier; as of December 2024, 13 models deploy a compute power in excess of 10²⁵ FLOPS, with Anthropic’s Claude 3.5 Sonnet model implementing 5·10²⁵ FLOPS.

As we scale the amount of compute, we need to build a faster network using leading electrical and optical connectivity solutions that can deliver the increased compute capacity with a lower energy footprint. Given that connectivity and compute scale with chip size, and that monolithic ICs cannot grow beyond the reticle limit, scaling performance demands a shift to a chiplet model.

Hyperscalers are designing and implementing their own AI engines, commonly alongside Arm processors, in addition to industry standard GPUs. These engines are optimised for their specific models and deliver higher performance using lower power. As a result, the custom silicon and chiplet markets are expected to grow at a healthy double-digit rate over the next few years.

AI and machine learning (ML) increase the bandwidth performance requirements on the network and are therefore among the major growth drivers for data centre switching over the next five years. With bandwidth in AI growing, the use of Ethernet and PCI-Express switches in AI/ML and accelerated computing hardware is already migrating from being a niche application to becoming a significant portion of the market. Our connectivity technology plays a central role in building the network connecting the switches, optics and GPUs.

Alphawave Semi’s main sustainability priorities

Following our joining of the United Nations Global Compact in 2023, 2024 saw us submit our first Communication on Progress describing our efforts to implement the Ten Principles. In addition, we became members of the Responsible Business Alliance (RBA) and undertook an update for our sustainability materiality assessment, which is informing our sustainability strategy and helping us prioritise what is most critical to the long‑term success of the business. The outcome of the assessment was shared with the Board.

As a provider of leading connectivity technology, our products contribute towards the deployment of a more efficient digital infrastructure, enabling the transmission of data faster, more efficiently and consuming less energy (see IP section on page 10). Our commitment to sustainability extends to our ongoing operations, as we seek to maintain high standards of business conduct across our value chain. As such, we became members of the RBA which will allow us to collaborate to improve working and environmental conditions and business performance through leading standards and practices.

We have delivered ongoing progress with our sustainability reporting (see ESG section on page 20) and we will continue to do so over the coming years.

Alphawave Semi’s performance in connectivity IP and products

Our broad portfolio of high-speed connectivity IP and newly introduced industry’s first flexible and composable chiplet portfolio is what sets us apart. We can bundle our IP and expertise to win larger and more complex custom silicon opportunities at leading‑edge process nodes.

We have transformed our custom silicon business from a low‑margin business to a highly scalable AI and data centre business, and our pipeline is built on opportunities in advanced nodes, 5nm and below.

Our custom silicon team deploys the necessary IP and chiplets from our portfolio, working closely with our customers, taking their specifications and transforming them into silicon. In 2024, we achieved key wins in next generation 800G/1.6T solutions for data centres, including multiple 3nm IP high-speed licensing deals for AI/HPC and networking applications. We also registered I/O chiplet design wins, leveraging our industry‑leading portfolio of UCIe, PCIe, 112G and 224G IP for AI accelerators for LLMs. These wins were the result of our leading connectivity IP, our partnership with Arm and our design capability in advance nodes.

The Connectivity Products business unit has also developed next-generation PAM4 and Coherent-lite DSPs to deliver bandwidths of 800G and 1.6T via electrical and optical cabling over distances of up to 20km (launched March 2025).

Furthermore, our chiplet group was launched in 2024 and Alphawave Semi has become a leader in this space, taping out and demonstrating the industry’s first multi-protocol I/O chiplet.

Chiplets

Chiplets (dedicated function system-in-package building blocks) will play a critical role in enabling the connectivity required by AI and hyperscale data centres. Alphawave Semi has emerged as a leader within this field. It is a respected voice at industry showcases and standards and has developed products based on its UCIe, PCIe, Ethernet and CXL connectivity IP, and has strengthened relationships with Samsung and TSMC to help foster a robust chiplet ecosystem.

Chiplets

See page 13

Investing in future revenue growth

In 2024, we transitioned to higher‑margin IP and custom silicon engagements at advanced nodes.

Building on the strength of our technology portfolio, we have successfully transformed our custom silicon pipeline to a higher‑margin business focused on AI and data centre solutions in advanced nodes. Our connectivity solutions meet the increasingly complex bandwidth, latency and power requirements critical to support the adoption of AI. With our enhanced product portfolio – including custom silicon, connectivity products and chiplets – and silicon expertise, we can access a larger and high-growth addressable market of approximately US$32.5bn by 2027, gaining greater scale and enhancing our competitive position.

Revenues

Revenues for 2024 reached US$307.6m, a 4% decrease compared to US$321.7m in 2023:

· Customers – in 2024, we recognised revenues from 103 end-customers of which over 20 were new customers in FY 2024, compared to 103 end-customers in 2023. This included new tier-one customers licensing our IP, replacing legacy lower-margin business from customers acquired in 2022.

· End-customer revenue concentration marginally decreased during the year. Our top five end-customers generated 36% of our 2024 revenues (2023: 46%).

· Regions – revenue from North America was 40% of revenue, reflecting our transition to data centre solutions in advanced nodes. Revenue from China was 18% of the total, as we successfully transitioned away from our legacy business.

· Over the long term, as silicon product revenues ramp with hyperscalers and other large, predominantly North American, customers, we expect the mix of China revenues to gradually decrease to 15% of sales or lower.

Income statement

	IFRS		Adjusted
		Restated
	2024	2023	2024	2023
	US$m	US$m	US$m	US$m
Revenue	307.6	321.7	n/a	n/a
Cost of sales	(126.5)	(156.4)	n/a	n/a
Gross profit	181.1	165.3	n/a	n/a
Gross margin	59%	51%	n/a	n/a
EBITDA	1.4	9.8	51.1	62.6
EBITDA margin	0%	3%	17%	19%
Operating loss	(32.8)	(19.4)	n/a	n/a
Operating margin	(11%)	(6%)	n/a	n/a
Loss before tax	(32.9)	(39.5)	n/a	n/a
Net (loss)/profit	(42.5)	(51.0)	18.4	11.9
Basic EPS (US $ cents)	(5.78)	(7.23)	2.51	1.69
Diluted EPS (US $ cents)	(5.78)	(7.23)	2.51	1.69
Cash generated from operations	13.5	16.0	n/a	n/a

ESG

Our success depends on the close collaboration of a range of stakeholders. Working together and acting responsibly can positively impact our business, while creating long-term value for our shareholders, employees, customers, partners and the communities where we live and work.

In 2024, the ESG Steering Committee continued its work to advance its sustainability and materiality assessments following its joining of the United Nations Global Compact 2023. The Group supports the UN SDGs and through our existing programmes and technologies, we contribute to progress against five of the 17 goals.

Managing our resources and relationships

We are managing our resources and relationships to create a sustainable business model, aiming to preserve and create long-term value for a wide range of stakeholders.

A sustainable business model

Vision

Embed sustainable and responsible business practices into the way we act internally and engage with external stakeholders to create and preserve long‑term value for a wide range of stakeholders.

Applicable external standards

We participate in, are committed to and apply the following:

· United Nations Global Compact (since July 2023).

· ISO 9001 Quality Management System Standard for our custom silicon operations.

· Sustainability Accounting Standards – SASB Semiconductor Standard version 2023-12.

In addition, we are committed to the UN Guiding Principles on Business and Human Rights and aim to contribute to the achievement of the UN SDGs.

Management approach

The ESG Steering Committee is a multidisciplinary group chaired by the SVP of HR, with representatives from Human Resources, Executive Office, Facilities, Governance, IT, Risk Management, Supply Chain and NED. The purpose of the ESG Steering Committee is to:

· Ensure all relevant sustainability issues are identified, managed and reported upon, externally and internally.

· Co-ordinate overall ESG strategy and identify areas of improvement across the Group.

· Ensure consistency between consideration of ESG issues and the Group’s main strategic decisions.

The ESG Steering Committee met three times in 2024, reviewing ESG ratings and completed actions, and proposing new initiatives. It also assessed risks, monitored KPIs, and in December 2024 reviewed the results of our first human rights risk assessment, committing to follow-up actions (see below).

Sustainability issues are managed by Human Resources, Operations, Manufacturing and IT under the oversight of the ESG Steering Committee, with critical matters escalated to the Board as needed. The Committee will continue to meet in 2025 to guide progress and strategy.

Update of our materiality assessment

Approach

In 2024 and early 2025, we worked with third-party specialists to update our materiality assessment. This was with the aim of guiding both our ESG reporting and our broader management approach.

The update built on the findings of our first formal materiality assessment (carried out in 2023) and was based on three phases:

· Baseline research: The review of Alphawave documentation (e.g. risk register, employee engagement survey, customer ESG enquiries, etc.) and publicly available information (e.g. media reports, ESG regulations and voluntary ESG standards, etc.) to update our dashboard of ESG issues and adjust the 2023 prioritisation scores upwards or downwards, where relevant.

· Internal engagement: A remote workshop with ten senior executives from across the business to discuss and interrogate the initial updated results, which were then subject to further adjustment to reflect their feedback.

· Verification and finalisation: The delivery of the outputs to the Alphawave project team to verify and finalise the results, as well as the provision of recommendations to inform future ESG reporting and management action.

Our ESG issues were scored on a 1-5 scale and prioritised based on a ‘double materiality’ concept which focused on:

· Outwards materiality: i.e. Alphawave’s actual or potential, positive or negative, direct or indirect impacts on people or the environment.

· Inwards materiality: i.e. ESG matters that present actual or potential risks or opportunities to Alphawave.

An issue is considered ‘material’ if it meets our threshold score of 3.5 or above, either in terms of inwards materiality, or outwards materiality¹. Issues that appear as ‘non-material’ are nonetheless still relevant and are being actively managed.

1) In 2023, the materiality of each issue was determined by an ‘average’ of the inwards and outwards score. The methodology has been updated in this regard to bring it closer in line with emerging best practice.

Results

In the graphic below we set out the final list of ESG issues, which we have prioritised based on their inwards and outwards materiality impacts.

Material sustainability issues

These are the sustainability issues that are most important to our business and key stakeholders. Although our sustainability activities cover a wide range of topics, our efforts are particularly focused on these areas:

Focus areas in 2025

· ESG Steering Committee functional leads to review recommendations coming out of the HRRA.

· Continue to action recommendations from our first/baseline materiality assessment relating to product sustainability impacts, value-chain disruption, and responsible supply chains.

· Agree carbon emissions baseline based on 2024 data, identify actionable targets and develop a plan for 2025.

· Focus on optimising our operations to improve efficiency.

· Focus on retaining top talent with competitive compensation and career growth opportunities.

How we support the UN Sustainable Development Goals (SDGs)

As a participant in the UN Global Compact, we support the following UN SDGs through our existing programmes and technologies:

Highly engaged and diverse workforce

UN SDG 4 QUALITY EDUCATION

UN SDG 5 GENDER EQUALITY
UN SDG 8 DECENT WORK AND ECONOMIC GROWTH

Quality education

Alphawave Semi fosters future innovators through our support for science, technology, engineering and maths (STEM) subjects, particularly amongst female students. This includes our community engagement activities, internship programme, collaboration with universities, our partnerships with Camp Engies to provide STEM-based camps in Canada for girls in grades 5 through 8, and the Shavuot-community programme that encourages girls aged between 12-15 to go into STEM studies in Israel. We also continue to partner with Canada’s Let’s Talk Science and have committed CA$250,000 over five years to 2028 (as well as the time and expertise of our employees) to support STEM learning programmes in Canada through this educational initiative.

Gender equality

Alphawave Semi takes equality and equal opportunities for all employees very seriously. In line with our corporate values, we conduct business ethically, honestly and in full compliance with applicable laws and regulations – including in relation to gender. Our Equal Opportunities and Dignity at Work Policy and Code of Ethics and Business Conduct provide a solid framework to ensure all related activities are fully compliant.

We are working to raise awareness of the engineering career opportunities that exist both within and outside the Group. Currently, the electronic engineering workforce has a gender imbalance, with a male-to-female ratio of 11:1 in the US¹. This trend is similarly seen in other regions, such as the UK, where the ratio is 7:1², with university enrolments there showing a 4:1 ratio across all engineering and technology subjects³. While these figures have shown gradual improvement, there is still ongoing effort to foster greater diversity in the field, ensuring that opportunities are accessible to a wider range of talent.

1) 8.2% of electrical and electronics engineering workforce are women – US Department of Labour, April 2024.

2) Women make up just 12% of the engineering workforce in the UK and only 24% of girls report that they would consider pursuing a career in the sector – EngineeringUK, August 2020.

3) 19% of students in electrical engineering and information technology are female, which is fewer than in all other STEM degree programmes – VDE Association for Electrical, Electronic & Information Technologies – November 2024.

Decent work and economic growth

As a business built on innovation and leading-edge technology, we recognise the importance of investing in the development of our employees. Alphawave Semi is committed to employing and developing those people who have the necessary skills, experience and values to excel in their roles. The Group is also making efforts to develop the talent of the future and our internship programme and learning and development activities are key to this.

Leading wired connectivity IP and products

UN SDG 9 INDUSTRY, INNOVATION AND INFRASTRUCTURE

UN SDG 13 CLIMATE ACTION

Industry, innovation and infrastructure

Innovation is at the core of our business and we seek to sustain a healthy level of investment in the development of leading-edge connectivity technology and products. Our technologies support infrastructure development and value creation from the adoption of AI. Our R&D approach and close collaboration with foundry partners, customers and ODMs ensure we remain at the forefront of connectivity technology.

Climate action

Our connectivity technology helps to reduce the power consumption of data centres and minimises the number of chips required (see pages 38 and 39).

Although fabless, we seek to reduce our carbon footprint using renewable energy in those locations where it is available and offset all travel-related CO₂ emissions. We use the below organisations and all projects are VERRA certified:

· Bullfrog Power.

· GreenPerk is TravelPerk’s carbon-neutral business travel programme. We’ve partnered with carbon calculation and offset providers to let you compensate your CO₂ emissions directly through our platform.

Increasing long-term returns and investment in high‑margin revenue with strong cash flow generation

UN SDG 9 INDUSTRY, INNOVATION AND INFRASTRUCTURE

Industry, innovation and infrastructure

As part of our strategic objectives, we reinvest cash in the organic development of new connectivity technologies and products. We seek to maintain a focused and sustained investment in the R&D of leading and lower power connectivity technologies aimed at solving the hardest problems.

Responsible and long-standing relationships

UN SDG 8 DECENT WORK AND ECONOMIC GROWTH

Decent work and economic growth

We expect all of our major suppliers to comply with minimum standards relating to impacts on human and labour rights, health and safety, and the environment. The Group is committed to fair wages, healthy and safe working conditions, respect for human and labour rights, and honest relationships with both customers and partners in the supply chain.

This is in addition to our support of the Ten Principles of the United Nations Global Compact on human rights, labour, environment and anti-corruption.

Our people

In 2024, we completed the integration of our acquired teams and are in the process of growing our chiplet business. This includes an ongoing focus on the promotion of cohesion, productivity and innovation across the organisation. During the year, our headcount increased further to 991 (2023: 829) as we continued to pursue our growth strategy.

Management approach: nurturing excellence through people-centric values

We believe our people are the cornerstone of our success. Led by the Senior Vice President of Human Resources and supported by regional teams, our management approach prioritises employee wellbeing, development and engagement.

We promote open communication, fostering an environment where employees can freely share ideas and concerns without fear of reprisal. Our employee policies reflect our commitment to a supportive, inclusive workplace.

Our approach is based on the following pillars:

Customised human resource policies

Our HR team applies human resource policies tailored to reflect local legal requirements, business priorities and labour market dynamics. This means promoting universal principles, while adapting to the unique needs of different locations and employees.

Code of Ethics and Business Conduct

Our Code of Ethics and Business Conduct sets out the fundamental standards governing our behaviour. Among other things, this includes a strong commitment to labour and human rights, seeking to ensure that our employees work in an ethical and respectful environment.

Talent planning and development

Recognising that our people are our most valuable asset, we invest in talent planning and development initiatives such as training and paid internships, as well as the provision of additional training, mentorship and the identification of talented employees. By doing so, we seek to ensure that both our employees and our business are equipped with the skills and knowledge needed to thrive in a fast-evolving technological landscape. In 2024, we held our first focused leadership and manager training globally in which all managers and individual contributors in a leadership role received this customised training provided by the external adviser Fierce.

Diversity and inclusion

We recognise the benefits that a diverse workforce can offer. We actively seek to create an environment where different perspectives are not only welcomed but celebrated. Our commitment to diversity is broad, encompassing various dimensions, with emphasis on the diversity of experiences and thought. This approach is fundamental to attracting the right talent, fostering innovation and creativity within our workforce (see further information on page 71).

Closing headcount by region

North America | 41%

EMEA | 9%

APAC | 50%

Employee engagement and communication

To align our workforce with our business objectives, we implement robust engagement and communication strategies designed to ensure employees are well-informed, motivated and connected to the Group’s wider vision.

Each business leader holds regular update meetings to foster open communication, improve transparency and strengthen collaboration. Additionally, we have launched a monthly newsletter to keep employees updated on key initiatives, achievements and organisational news.

We conduct annual employee satisfaction surveys to gather feedback and identify opportunities for improvement, with the most recent one presented to the Board in November 2024; our HR team is implementing actions from this across the business. The CEO regularly participates in virtual meetings with all employees, providing updates on business performance and addressing questions on a wide range of topics. These initiatives help ensure we maintain a motivated and engaged workforce (see further information on page 29).

Knowledge sharing and collaboration

We foster a culture of knowledge sharing and collaboration, recognising that collective intelligence drives innovation and continuous improvement. To support this, we have launched an internal intranet site, providing employees with a centralised platform to share ideas, access resources and stay informed. Additionally, employees have access to modern collaboration tools, enabling seamless teamwork across departments and geographies. We also host monthly Alphawave University sessions, where team members can share expertise, explore new ideas and collaborate on innovative solutions. Collectively, these initiatives empower our workforce to contribute meaningfully to our operations and to our business success.

Employee wellbeing

We strive to create a supportive environment that prioritises the physical and mental health of our workforce. This is with the aim of fostering a workplace where our employees can thrive both personally and professionally.

Reward and recognition

We recognise high performance through targeted compensation, benefits programmes and our newly launched recognition platform, which celebrates individual and team contributions.

Our entrepreneurial culture attracts top talent, fostering our ability to develop advanced technologies.

Diversity

Total employees gender diversity

2024

Male | 81%

Female | 19%

2023

Male | 81%

Female | 19%

Senior management gender diversity

2024

Male | 92%

Female | 8%

2023

Male | 91%

Female | 9%

Board gender diversity

2024

Male | 67%

Female | 33%

2023

Male | 60%

Female | 40%

Working conditions and employment rights

Our workspaces are designed to provide the highest standards of safety, comfort, technology and accessibility, with strong measures in place to support remote work as needed.

We are deeply committed to upholding and promoting internationally recognised human rights, as outlined in the Universal Declaration of Human Rights and related international human rights instruments. This includes unequivocal support for labour rights, including those relating to freedom of association/collective bargaining, freedom from discrimination, the elimination of forced labour and the elimination of child labour. Across all geographies, we strive to ensure our employees are treated fairly and ethically, and benefit from excellent working conditions.

To reinforce these commitments, we have launched a whistleblower portal, providing a secure and confidential platform for employees to report concerns, including potential human rights violations. Employees are trained on the Whistleblower Policy and provided with access to local phone numbers and an anonymous online reporting site, which is run by a third party to ensure issues can be reported with confidence. Our formal grievance escalation procedure, outlined in our Workplace Violence and Harassment Policy and Code of Ethics and Business Conduct, ensures that all concerns are addressed swiftly, transparently and in alignment with our core values. (see policies at awavesemi.com/company/esg).

Number of employees

FY 2024	Female	Male	Total
Board	2	4	6
Total employees¹	191	796	991
Senior management²	1	9	10

FY 2023	Female	Male	Total
Board	4	6	10
Total employees	160	669	829
Senior management²	1	10	11

1) An additional four employees did not complete gender in their profile.

2) Senior management diversity reflects the composition of the leadership team, including the CEO.

Key initiatives

Employee wellbeing

The wellbeing of our employees – many of whom work under a hybrid model (i.e. remotely and in-office) – is inherently tied to the wellbeing of our business.

Number of employees (closing)

991

FY 2023: 829

Employee turnover

FY 2023: 7%

Gender diversity

19%
FY 2023: 19%

We want to make sure our employees get the most out of their time in our offices, can interact with their colleagues and enjoy a healthy and supportive environment. To this end, we implement health check days, provide employee assistance programmes and offer wellness activities such as yoga and meditation. We also make it a point to hold in-office events to enable real-time collaboration, such as for Canada’s anti-bullying Pink Shirt Day campaign, for which an event is held at our Toronto HQ.

We apply a Right to Disconnect Policy (see www.awavesemi.com), under which every employee has the right to (and should) disconnect from work outside of their normal working hours – unless there is an agreement to do so, an emergency or another legitimate reason (examples of which are provided in the policy).

Talent attraction and referral

We believe our employees are our best ambassadors. This is why we maintain an internal referral programme through which employees who refer successful candidates receive a reward. In parallel, we have social media campaigns targeting specific skills and roles.

Community Outreach with SHN Foundation

Alphawave Semi donated CA$97,500 to Toronto’s Scarborough Health Network Foundation with the money to be used to help support people undergoing physical and mental health challenges.

Employee learning and development

Learning and collaboration are key aspects of employee development. Alphawave University aims to give employees the opportunity to learn about different aspects of our business and our technology. The programme consists of regular sessions held by Board members and the management team (amongst others) where a range of technical and non-technical topics are discussed.

We also apply an employee education programme that reimburses our employees upon their successful completion of relevant courses. Employees identify their learning and development needs on a regular basis (both technical and non‑technical) and agree these with their line manager.

In 2024, we added Udemy to our global HR system in addition to the existing IEEE Explore resource. These cover a broad range of competencies and technical training needs and in 2024, 20,000 Udemy courses were added for employees.

Leadership development

Our Board mentoring programme aims to cultivate leadership excellence within our business. This pairs experienced Board members with the next generation of leaders, fostering a unique mentorship dynamic that transcends traditional hierarchical structures. This provides a platform for seasoned leaders to impart strategic insights, industry knowledge and leadership skills to mentees, contributing to their professional growth and development.

The mentorship programme continues to play a key role in developing and maintaining a robust leadership pipeline by instilling a strong sense of organisational culture, values and strategic vision, and transferring expertise and experience. The programme is supporting the next generation of leaders, while promoting a collaborative and forward‑thinking leadership ethos that benefits our business.

Diversity and inclusion

We believe in fostering an inclusive environment where every individual, regardless of gender, background or ethnicity, can thrive. We are committed to supporting community programmes aimed at encouraging children (including, in the context of female underrepresentation in the sector, girls) to explore and pursue STEM careers. By investing in these initiatives, we hope to contribute to the development of a diverse talent pipeline that we can recruit from – and inspire the next generation of leaders.

In 2024, we:

· Continued to partner with the Let’s Talk Science educational initiative in Canada.

· Extended our outreach efforts by sponsoring Camp Engies in Canada and the Shavuot STEM education programme in Israel – both of which aim to promote female participation in the STEM field.

· Launched a women’s mentoring programme within our organisation, recognising the importance of empowering women to excel in their careers.

In addition:

· Our two largest locations – India and Canada – have dedicated gender diversity initiatives in place.

· We closely monitor our salary systems, regular performance reviews and processes, which have been designed to avoid any gender‑based discrimination¹.

· 33% of our Board members, and 19% of employees, are women (FY 2023: 19%).

Collectively, our efforts reflect our dedication to fostering diversity, equity and inclusion. Our Diversity and Inclusion Policy is available on our website at www.awavesemi.com.

1) Alphawave Semi is not legally required to submit gender pay gap data as it does not have the minimum required number of employees in the UK.

Alphawave University:

A session with our independent Non‑Executive Director David Reeder

David Reeder presented to the business virtually and gave attendees a run through of his background and some perspective on how his career developed, and described some unique ways in which employees can think about their careers, especially for those that have a technical background. He gave a run through of his start in the industry, which enabled his growth, and the benefit of having a mentor who can push you to do more, to think of your career as a toolbox, to not think of the position, but the skills you obtain and develop along the way.

Internship programme

Alphawave Semi has paid internship programmes in Canada and India, the two countries with the highest number of employees. The main objective of our internship programmes is to identify high potential students in their final semester or year of their undergraduate or masters degree, with a view to future employment within the Group. Similarly, we aim to encourage the next generation of engineers and innovators, giving them insight into the wide range of engineering careers and illustrating the valuable contribution they can make to the advancement of technology.

At the end of 2024, we had 68 interns in the Group (FY 2023: 12), with the increase a result of scaling within the business. Of these interns:

· 22 were in Canada (FY 2023: 11), with interns typically taken from the Universities of Toronto and Ottawa for periods of twelve to 16 months.

· 46 were in India (FY 2023: 1), with interns typically taken from universities such as KLE Tech University, the University of Burdwan and the CVR College of Engineering in Hyderabad.

As in previously years, we hired many of our previous interns during 2024.

Reward and recognition

We offer market-competitive pay and employee benefits, along with opportunities for individual and team recognition, all within a supportive working environment. We regularly benchmark our pay and benefits against the employment markets in which we operate.

Our compensation programmes include short-term cash‑based bonuses and long-term share plans that allow us to differentiate levels of reward, based on critical skills and performance levels. These are informed by our annual performance appraisal process, which sets clear objectives aligned with the objectives of our business.

The majority of our employees participate in our long-term incentive programme, which helps to promote a shared sense of ownership. Similarly, in 2024 we rolled out the Equity Stock Purchase Plan (ESPP) and the majority of hires made this year were given equity incentivisation through our long‑term employee share programme.

Non-financial benefits

All employees have access to a variety of non-financial benefits that contribute to their overall job satisfaction and wellbeing. These benefits include, amongst others:

· Flexible work arrangements, such as telecommuting and flexible hours.

· Professional development opportunities, such as training programmes and educational assistance.

· Health initiatives, including health insurance, access to gym memberships and on-site health check days using visiting doctors.

· Mental health initiatives, including employee assistance programmes.

· Access to financial counselling.

In addition, we also promote a positive, holistic and supportive work environment and culture, including through:

· The provision of team-building activities and workshops.

· The offering of work amenities, such as libraries, quiet rooms and massage chairs, as well as support for remote working.

· The organisation of volunteering and community support programmes.

These benefits and activities reflect geographic location, regional cultures and regulatory requirements.

Employee engagement and communication strategies

We engage with our employees through town halls, employee forums and local events, with the participation of the senior management team. Key areas of focus include the strategic progress of the Group, our financial results and our business priorities.

In 2024, we undertook our third annual employee satisfaction survey, which was conducted by ‘Great Place to Work’ and had a response rate of 86% (2023: 76%). Feedback remained positive, with employees continuing to feel they can make a difference and be committed to going the extra mile to get the job done. Its results were presented to the Board in November, with the survey suggesting the need for further action around enhanced work/life balance and employee development.

The Group has, once again, been certified as a ‘Great Place to Work’ in all its main locations.

Focus areas in 2025

· Continue to foster a workplace where our team members feel valued, motivated and empowered through our Employee Engagement Committees. These are responsible for organising initiatives that promote satisfaction, wellbeing and collaboration among employees. Ultimately, these committees ensure employees have a voice in decisions that affect their work life.

· Secure wellness certifications at larger global sites, which include minimum air quality standards be met, and a requirement for the availability of healthy food options.

· Implement Group-wide job architecture and compensation strategy that aligns and supports our business objectives. This includes a comprehensive review of global benefit programmes, to maximise the impact on employee wellbeing, cultural alignment and engagement.

Environmental responsibility

Climate strategy, risks and opportunities

Context

As a fabless semiconductor company, we have a limited carbon footprint relative to companies in other segments of the value chain. Alongside the benefit our products bring to the overall energy consumption in digital infrastructure applications (such as data centres, 5G base stations and AI), we are working towards further minimising and reducing our carbon footprint over time.

As a fabless business, this inherently involves engagement with our (largely Asia-based) foundry and OSAT partners, which we rely upon for the fabrication, testing, assembly and distribution of our products.

For this, data from 2024 forms the baseline for our carbon footprint and enables us to identify opportunities to reduce carbon emissions further.

Management approach

Environmental responsibility is managed through the application of our ESG Policy, which was approved in early 2023 and addresses our key priorities such as:

· Our commitment to reduce our carbon impact.

· The decarbonisation of digital infrastructure.

· Responsible supply chains.

The Group has committed to achieving carbon neutrality, mostly through the offset of GHG emissions in the short term. Although as a fabless business our environmental impact is relatively low, the Group is actively putting measures in place towards reducing its carbon footprint, such as investing in efficient and sustainable premises or carefully considering corporate travel.

Governance

Responsibility for environmental performance sits with the Board, which also has overall accountability for the management of climate-related risks and opportunities (pages 32 to 34).

UN SDG 13 CLIMATE ACTION

Our Chief Financial Officer is responsible for our risk management framework, including the assessment and management of climate-related risks. The ESG Steering Committee supports and guides the execution of our climate‑related and environmental activities.

Our SVP of Human Resources is also responsible for leading our climate change agenda and managing our policies and practices across sustainability and ESG matters. Our Executive Office has overall responsibility for carbon reporting and our IT Director is responsible for our IT resilience and IT end‑of-life policies.

Strategy

The delivery of our technology to customers is, in most instances, through virtual and not physical means. Our value chain has worked effectively through exceptional circumstances, such as the COVID-19 pandemic, to operate remotely and from alternative locations. Therefore, we regard our exposure to direct physical climate-related risks as low.

Further, the negative impact of any transitional changes upon the Group and its operations is considered to be low compared to those businesses that have more direct dependencies. However, carbon pricing policies and the cost of energy can have some impact on the running costs of our business.

In preparing the consolidated financial statements, the Directors have considered the impact of climate-related risks on the Group and have concluded that there is no material impact on financial reporting judgements and estimates (as discussed in note 3 to the financial statements). This is consistent with the assertion that risks associated with climate change did not affect the business, its strategy and financial performance in 2024, and are not expected to have a material impact on the longer‑term viability of the Group.

Furthermore, the Directors do not consider there to be a material impact on the carrying value of goodwill, other intangibles or on property and equipment.

Metrics and targets

For 2024, the Group once again appointed Carbon Footprint Ltd, a carbon and energy management company, to independently assess its greenhouse gas (GHG) emissions in accordance with the UK Government’s ‘Environmental reporting guidelines: including Streamlined Energy and Carbon Reporting requirements’. Our GHG emissions have been assessed following the ISO 14064-1:2018 standard using the 2024 emission conversion factors published by the Department for Environment, Food and Rural Affairs and the Department for Business, Energy and Industrial Strategy.

We use Scope 1, Scope 2 and partial Scope 3 emissions as our metrics. As a fabless business, we outsource the production of semiconductors to leading foundries. In line with our fabless peers, we do not currently gather data from the foundries on the emissions relating to the manufacturing of our products; nor our IP when embedded in products, and these therefore cannot currently be calculated within the footprint. We report both the intensity ratio per employee and ratio per US$m revenue, as defined in the table below.

The assessment follows the location‑based approach for assessing Scope 2 emissions from electricity usage. The financial control approach has been used.

The table below summarises the GHG emissions for the 2024 reporting year and includes all our locations in 2024. In the 2022 assessment year, the Israel site was not included, and during 2023, we moved to larger offices in both Pune and Ottawa, which means these new operations and larger facilities were not reported for a full year in the 2023 comparisons.

Scope 1 includes emissions associated with gas consumption and refrigerant gas/A/C usage. Scope 2 includes emissions associated with site electricity consumption. The increase in Scope 1 and Scope 2 emissions was mainly driven by the increase in our headcount and the square footage of our offices. Scope 3 includes those emissions associated with business travel and electricity consumption attributable to our utilisation of servers at our third‑party data centre provider. As in 2023, our 2024 Scope 3 emissions also include those from outsourced logistics, commuting and computing. FY 2024 data will form the baseline of our carbon footprint and this will be analysed to identify opportunities to reduce carbon emissions further. Note, this has been delayed from 2024 due to a change in relevant personnel.

Streamlined Energy and Carbon Reporting


	2022	2023	2024
In metric tonnes CO₂e
Total Scope 1 emissions (natural gas)	208.9	378.7	330.19
Total Scope 2 emissions (electricity consumption)	341.5	1,111.5	2,411.64
Total Scope 3 emissions (transmissions and distribution, non-controlled electricity, hotel stays, homeworkers, computing, upstream logistics air and road, well to tank, commuting, flights, hire car, taxi and grey fleet travel)	601.7	3,452.6	4,123.12
Total gross (Scope 1, 2 and 3) location-based emissions	1,152.1	4,942.8	6,864.96
Intensity ratios
tCO₂e (gross Scope 1, 2 and 3) per employee	1.78	5.96	7.53
tCO₂e (gross Scope 1, 2 and 3) per US$m revenue¹	nm	15.3	22.36
Underlying energy consumption (kWh)
Total global energy consumed	2,618,460	5,685,827	7,454,501
Total UK energy consumed²	n/a	n/a	3,312
UK-based emissions	nm	nm	nm
UK-based energy consumption	nm	nm	nm

1) tCO₂e (gross Scope 1, 2 and 3) per US$m revenue reported as nm in 2024, 2023 and 2022. Group FY 2022 revenue includes revenue from the acquisition of OpenFive from 31 August 2022 (closing date), but FY 2022 emissions baseline includes annualised contribution from the related locations in India and the US. Considering the annualised contribution of these locations allowed for a more meaningful tCO₂e (gross Scope 1, 2 and 3) per employee comparison.

2) UK energy consumed in 2024, 2023 and 2022 was calculated based on the kWh for Scope 3 home-working only, representing an immaterial portion of the total energy consumed (<0.01% of total emissions). As such, this has not been extracted from the total footprint for reporting in previous assessment years.

We are gradually rolling out activities to reduce our GHG emissions. These include:

· Active management of e-waste with robust product lifecycle management programmes for our computer and IT resources.

· Monitoring business travel, as well as the offsetting of associated emissions. Please see page 23 climate action for more information.

· Where possible, the sourcing of renewable energy.

In 2024, we transitioned from a 24,000 sq. ft. office to a 70,000 sq. ft. space in Bengaluru, located within the EcoWorld campus. This state-of-the-art campus is a leader in sustainability, recognised as Asia’s first net-zero development. It operates as a zero water discharge campus and ensures 100% of organic waste is recycled through composting, reinforcing our commitment to environmental responsibility.

Alongside our Bengaluru expansion, we also upgraded our Toronto and San Jose sites, enhancing workspaces to foster collaboration and employee wellbeing. All three locations are currently undergoing certification for LEED, WELL and other sustainability and wellness standards, reflecting our dedication to creating healthy, high-performance workplaces.

Our reporting is consistent with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). We provide information on our approach to assessing and disclosing climate-related risks and opportunities in accordance with Listing Rule 6.6.6R(8) and the recommendations of the TCFD, except for the following matters: disclosure (‘strategy c’); we have not performed a quantitative risk assessment or climate-related scenario analysis. The Directors believe this is not necessary for an understanding of the Group’s business at this stage and the risk assessment process has not identified any significant risks related to climate. In 2025, we will evaluate the additional requirements and associated costs to assess the resilience of the organisation under different climate-related scenarios.

Following this evaluation, we will make a decision on whether a quantitative risk assessment should be prioritised and the timing if appropriate.

See our full compliance statement in the Appendix.

Risk management

Our process for identifying and assessing climate-related risks and opportunities follows our Group-wide risk assessment and management process. These risks, together with mitigations, are discussed by the executive management team and the Board. Given our fabless business model, the Group’s exposure to climate‑related risks is considered to be limited and is not currently classified as a significant risk. Our overall risk management process is described on page 75.

The Group has not identified any short-term climate‑related risks that are likely to have a material and direct impact on our operations. We are potentially exposed to medium and longer-term climate-related risks of a global/macro nature that impact society in general, together with risks which may impact our end-customers and the broader semiconductor supply chain.

Short, medium and long-term time periods

Short term | 2025-2030

Medium term | 2025-2040

Long term | 2030-2050

Climate-related risks and opportunities related to the transition to a low-carbon economy

Risks	Opportunities
*Policy and legal \| low risk, medium to long term*	*Resource efficiency \| low risk, medium to long term*
In 2024, we updated our materiality assessment (see page 20).This found climate risks and opportunities to be relevant but not material. As a fabless business with low capital intensity, we do not have a significant amount of assets at risk of impairment or early retirement as a result of changes in environmental legislation.	We are actively managing e-waste, reducing unnecessary business travel and, when necessary, relocating our offices into energy-efficient buildings, which creates an opportunity for the Group to reduce its environmental impact.
*Technology \| low risk, medium to long term*	*Energy source \| low risk, medium to long term*
Alphawave Semi is at the forefront of wired connectivity technology. Our leading-edge technology advances push the boundaries of wired connectivity capabilities, enabling data to travel faster, more reliably and using lower power. Our focus on connectivity and R&D investment seeks to ensure we remain ahead of our competitors. Alphawave is a fabless business, meaning we design and sell semiconductor chips but outsource manufacturing to specialised foundries. This model allows us to focus on innovation and efficiency, but it also introduces technology risks related to supply chain disruptions, quality control, and dependency on external partners. To mitigate these risks, we work closely with our supply chain to minimize its environmental impact and ensure the reliability and sustainability of our operations.	Energy from renewables is not available in all our locations, but where possible, we try to improve the mix of purchased energy towards renewables. All of our premises are leased. Our offices in Canada (Toronto and Ottawa) and the US (San Jose) are based in modern, smart buildings equipped with energy-saving systems and advanced HVAC systems. In 2024, we transitioned to larger facilities in Bengaluru’s EcoWorld campus, Asia’s first net-zero development, featuring zero water discharge and 100% organic waste recycling. All three locations are undergoing certification for LEED, WELL, and other sustainability and wellness standards. In compliance with Streamlined Energy and Carbon Reporting (SECR) requirements, we are committed to disclosing our energy use and carbon emissions. This includes reporting on the environmental impact of our leased premises and the sustainability measures implemented across our global offices.
*Market \| low risk, medium to long term*	*Products and services \| medium risk, medium to long term*
As a fabless business, energy costs are not a major direct cost driver. Higher energy costs could potentially impact the direct costs of our manufacturing partners and result in higher cost of goods sold. Our foundry partners are the leading manufacturing companies in the industry and continuously invest in the adoption of next generation manufacturing technologies.	The semiconductor industry is well placed to support the transition to a lower‑carbon emission economy. Our technology enables semiconductors with lower power consumption, contributing to a more energy‑efficient digital infrastructure, such as in AI data centres, 5G base stations and other highly data-intensive applications. Our technology contributes in different ways to reduce the power consumption of data centres (see pages 38 and 39).
*Reputation \| low risk, long term*	*Markets \| medium risk, long term*
Although our direct carbon footprint is relatively small compared to other business activities, we seek to reduce our carbon footprint and undertake appropriate efforts to not fall short of best practice amongst fabless semiconductor companies in our sector and our largest customers. We plan to use our FY 2024 carbon emissions data as a baseline for the setting of carbon emissions targets in FY 2025.	We work with leading semiconductor, telecommunications, technology and hyperscaler businesses. Many of these companies are focused on reducing their carbon footprint and are investing in new, related technologies. Our opto-electronics, AI and data centre IP, custom silicon and chiplet business means we are well-placed to benefit from new revenue opportunities linked to low power technology. This includes a particular focus on reducing the power demands of data centres and AI infrastructure (see pages 38 and 39).
Climate-related risks and opportunities related to the physical impact of climate change
Risks
*Acute risk (event driven) \| low to medium risk, medium to long term*
As a fabless semiconductor company, our own operations are unlikely to face any specific material risks as a result of the physical impacts of climate change, such as property damage due to extreme weather events (i.e. changes in temperature, wind patterns or water‑related). In 2025 we intend to evaluate the requirements and costs involved in such an assessment. Please refer to page 22 for additional details on our goals for 2025.	All our employees can work remotely and the majority of our offices are located in modern buildings in city centres located in major cities. Our manufacturing partners have implemented multiple initiatives to understand and manage the effects of climate change on their own operations. We work with leading companies such as TSMC, Samsung and Intel which follow the recommendations of the TCFD and have initiatives in place to manage these risks.
*Chronic risk (long-term shifts in climate patterns) \| low to medium risk, long term*
In the longer term, changes in greenhouse gas emissions regulations could result in increased costs in our supply chain due to higher compliance, raw materials or energy costs for our suppliers.

Dependency on natural, human and social capital

Climate change would not create any new direct dependencies on our natural, human or social capital.

Focus areas in 2025

· Enhance our data collection and reporting processes to support collection and monitoring across Group locations.

· Establish carbon reduction targets and supporting carbon reduction plans at our main locations, using our FY 2024 emissions data as a baseline.

· Evaluate additional requirements and costs involved in the development of climate-related scenarios.

Supply chain

Context

We outsource the production of our semiconductors to the leading companies in the industry, such as TSMC. These companies provide high-quality products, share our commitments to environmental stewardship and labour rights, and have the ability to meet both our stringent qualification requirements and tight deadlines.

Assembly and test functions are also outsourced to leading companies in the sector, such as ASE. Our main foundry and OSAT partners are leading companies in their sectors and much larger organisations than Alphawave Semi. As such, they have long‑standing environmental and labour management programmes in place.

As a fabless business, our commercial success is reliant on our ability to manage our supply chain. As such, we are not only focused on minimising disruption risks (including any associated reputational, commercial or contractual harm), but also on identifying and proactively managing related sustainability impacts. These include:

· Impacts on human and labour rights (in line with national legislation).

· Health and safety impacts.

· Environmental impacts.

We still retain advanced packaging expertise in‑house, such as 2.5D and 3D technologies, as this is an area of vital importance in the development of new architectures, such as system‑in‑package and chiplets.

Our manufacturing operations, along with those of our suppliers, are certified to ISO 9001:2015.

Management approach

Our Vice President of Custom Silicon Group is responsible for all manufacturing-related activities, including the management of our foundry, assembly and test partners. They are assisted in this role by our Silicon Operations team, which is responsible for managing the manufacturing process. Board-level responsibility for our supply chain lies with our CEO.

We manage our supply chain by:

· Requiring all our fabrication, assembly and test partners to be ISO 9001 certified.

· Categorising partners as critical or non‑critical to support a risk-based approach to supply chain management.

· Screening all partners against our manufacturing partner assessment survey and undertaking annual on-site audits for critical suppliers.

· Carrying out annual audits (audit-light approach) of our major partners using a remote, self-assessment survey checklist. This includes a focus on training and development of staff, working conditions and the traceability of materials, as well as a range of topics directly related to the quality and control of suppliers’ activities.

· Jointly reviewing the annual audit results with our partners, including any recommended corrective actions. Major discrepancies may require a reassessment to verify that the required corrective actions have been implemented.

· Issuing corrective action requests (CARs) in the event of significant quality non-compliance events. These identify root causes, require permanent corrective actions and are subject to follow-up monitoring.

· Engaging with those suppliers that have not met our requirements to resolve issues and to raise their level of performance to acceptable levels.

· Carrying out weekly business and performance reviews with our regular partners, as well as in-person bi-monthly business reviews and annual meetings with our major vendors.

In addition, certain customers carry out due diligence on Alphawave Semi and our suppliers to ensure adequate systems are in place to monitor ongoing performance. This helps ensure it is in line with expectations and that the products supplied meet all requirements.

Performance

In 2024, we performed a total of 16 audits (FY 2023: 14), covering the majority of our manufacturing partners as well as our main foundry partner. The average score of the audits undertaken in 2024 was 99% (FY 2023: 99%). The lowest score achieved was 95% (FY 2023: 95%). Three of the 16 audits were undertaken onsite and the remaining through remote self‑assessment.

During the year, we raised two Corrective Action Requests (CARs) and sought to obtain full resolution for each. CARs provide a structured approach to problem-solving, focusing on root cause analysis and continual improvement. In one of the cases, we successfully achieved resolution through enhanced part marking, additional training, and improved instructions. This process not only mitigated risks but also ensured compliance, transparency, and enhanced customer satisfaction.

On-time delivery (OTD)

The OTD metric measures supply chain efficiency, i.e. whether or not the Group is meeting its goals in regard to agreed delivery times. It is also important for maintaining customer satisfaction. In 2024, our average OTD was 99% (FY 2023: 100%).

Conflict minerals

We support international efforts to ensure that the mining and trading of tin, tungsten, tantalum and gold (known as 3TG) do not contribute to conflict and/or serious human rights abuses including, but not limited to, the Democratic Republic of the Congo (DRC) and the Great Lakes region of Africa. We have a Conflict Minerals Policy in place which is available on our website: awavesemi.com/wp-content/uploads/2024/10/QAP-0019-02_Responsible-Minerals-Sourcing-Policy.pdf.

Alphawave Semi extends this obligation to our suppliers, requiring them to reasonably assure that the tin, tungsten, tantalum and gold in the products they manufacture are conflict free. The Group also expects its suppliers to establish their own due diligence programmes to achieve conflict-free supply chains.

In 2024, we did not identify any instances where tin, tungsten, tantalum and gold that are integrated into our products have supported armed groups in the DRC or adjoining countries (2022 and 2023: zero). All our 3TG minerals are from conflict minerals compliant smelters.

Environmental management

It is important that our fabrication partners demonstrate responsible environmental standards. This is why, in line with our Environmental Compliance Policy, we only work with suppliers who are committed to environmental stewardship, and who comply fully with environmental laws, regulations and industry environmental guidelines. We continue to work with our manufacturing partners to adopt advanced process technologies that aim to have an ever-decreasing impact on the environment.

It is vital that we can identify and safely manage hazardous materials. This includes the provision of relevant materials declarations under EU Directive 2011/65/EU (Restriction of Hazardous Substances or ‘RoHS3’) and the amendment to EU Directive 2015/863. Our products are halide free, containing very low concentrations of halogens (fluorine, chlorine, bromine and iodine) that are well below the internationally suggested limits.

Our products are also fully compliant with EU Regulation (EC) 1907/2006 (Registration, Evaluation, Authorisation and Restriction of Chemicals, or ‘REACH’).

Focus areas in 2025

· Continue to deliver high levels of operational performance and maintain our average OTD.

UN SDG 8 DECENT WORK AND ECONOMIC GROWTH

UN SDG 9 INDUSTRY, INNOVATION AND INFRASTRUCTURE

Intellectual property

Context

The protection of intellectual property is vital for any business focused on the creation of innovative and high-value technological solutions. Any failure in this regard could have profound consequences for the value of our inventions, products and our business.

Furthermore, we have access to and work with our customers’ intellectual property and/or commercial and technological secrets. We recognise the high degree of trust that this requires on the part of our customers, and this reflects the value we seek to add in these relationships, which we work hard to maintain.

Management approach

We are advancing wired connectivity technology for digital infrastructure. Given the rapid evolution of technology and increasingly demanding customer requirements, the sustainability of our business relies on us staying at the cutting edge. Our engineering teams seek to innovate in ways that grow the business, help our customers and keep the Group at the forefront of the connectivity market. As a result, we invest a significant amount into R&D. In 2024, we expensed US$97.1m of R&D activities or 32% of revenue (FY 2023: US$78.2m of R&D activities or 24% of revenue).

Our Chief Technology Officer (CTO) works with Alphawave Semi innovators to define our technology vision and roadmap, and to drive innovation across the Group. The CTO chairs the Intellectual Property (IP) Committee, and its members include representatives from our engineering, marketing and legal teams.

The IP Committee, which meets on a monthly basis, is responsible for:

· Advising the CTO on how to best combine trade secrets, patents and public disclosures to lead in a competitive environment.

· Reviewing and ensuring the correct implementation of applicable policies and procedures.

We ensure that all intellectual property is safeguarded through the application of:

· A dedicated Invention Disclosure Policy, as well as related procedures. The Invention Disclosure Policy is intended to ensure all innovation is recognised and properly managed.

· An Incentive Policy for innovations submitted to the IP Committee, as well as recognition awards.

· A Public Technical Disclosure Policy, covering the regulation of public technical disclosures to standards bodies, consortia, customers, vendors, partners and other public venues.

· Related restrictive provisions in our contracts of employment.

· Robust information technology systems to prevent data leakage.

· Access controls to project-specific data for employees and third parties.

Alphawave Semi innovation award

In line with our commitment to fostering innovation and supporting the next generation of innovators, each innovation disclosure submitted to the IP Committee by employees is considered for an innovation award. Recipients of these awards are recognised at an all-hands event with a commemorative plaque and rewards shared equally among the inventors.

In 2024, we awarded seven innovation awards. These related to high‑performance clocking, digital signal processing techniques, and system integration.

As a result, the inventors were awarded a total of US$13,000.

UN SDG 9 INDUSTRY, INNOVATION AND INFRASTRUCTURE

UN SDG 8 DECENT WORK AND ECONOMIC GROWTH

Key issues and initiatives

Reducing data centre energy use and emissions

The technology that we develop and market can be optimised to our customers’ precise design needs, helping to bring applications to market faster. Our multi‑standard silicon IP solutions enable faster, more reliable and lower power data transmission, helping address many of the world’s most complex connectivity challenges. They are also playing a key role in reducing the energy use and GHG emissions associated with global digitalisation.

The data centre industry consumes (according to International Energy Agency figures^1,2) almost 2% of global electricity produced (4% of US, 3% of China). Indeed, the annual electricity collectively used by data centres is greater than all except nine countries. Consumption is set to more than double, from 460 TWh in 2022 to 1,000 TWh by 2026, partly driven by the rise of AI and the cryptocurrency sector. At this point, the industry would collectively exceed the energy demands of all countries bar five – and be equivalent to the total energy consumption of Japan. In 2020, the data centres and data transmission networks that underpin digitalisation accounted for around 330 Mt CO₂e, equivalent to 0.9% of energy‑related GHG emissions or 0.6% of total GHG emissions³. Connectivity accounts for 20% to 40% of the power used in data centres, and our technology is helping to reduce it by approximately 25% to 40%.

As noted by the Global Semiconductor Mobile Association in its State of the Industry on Climate Action 2022 report, AI, ML and virtualisation are helping to optimise power use in equipment, centralising network resources (enabling synergies) and avoiding unnecessary heating or air conditioning⁴. Our technology supports the flow of data necessary to enable this.

In particular, our technology reduces the number of components needed in data centres and helps reduce power consumption in multiple ways, for example:

· The required reach (or distance of data transmission) enabled by our transceivers eliminates the need for additional receivers or re-transmitters.

· Our technology helps reduce the power requirements of transceivers, reducing data centres’ overall power demands.

· The achievement of higher per-lane data rates (e.g. from 112G to 224G) as well as more advanced technology nodes (e.g. from 5nm to 3nm) significantly reduces the energy-per-bit transmitted. On average, the adoption of a smaller manufacturing node achieves power savings of between 25% to over 40%^{5, 6} compared to the previous node.

· The use of chiplet architectures that allow for new, low power computing architectures that can achieve power savings of approximately 40% compared to monolithic products (HBM is a less power‑intensive memory standard than DDR; more in-package integrated compute replaces chip to-chip communication with ultra low-power die‑to‑die communication).

· Our CXL and higher-speed PCIe interconnect protocol IP allows for the aggregation or sharing of memory or storage, reducing the amount of memory required for data centre computing by approximately 30%, lowering the environmental footprint of memory manufacturing.

1) IEA (2024), Electricity 2024, www.iea.org/reports/electricity-2024.

2) IEA (2025), Electricity 2025, www.iea.org/reports/electricity-2025.

3) IEA (2022), Data Centres and Data Transmission Networks, IEA, Paris www.iea.org/reports/data-centres-and-data-transmission-networks, License: CC BY 4.0.

4) GSMA (2022) Mobile Net Zero, www.gsma.com/betterfuture/wp-content/uploads/2022/05/Moble-Net-Zero-State-of-the-Industry-on-Climate-Action-2022.pdf.

5) TSMC focuses on power and efficiency with the new 2nm node | Digital Trends: https://www.digitaltrends.com/computing/tsmc-2nm-node-revealed-30-percent-performance-increase/

6) Samsung’s 3nm chips reduce power consumption by up to 45% | Inceptive Mind: https://www.inceptivemind.com/samsungs-3nm-chips-reduce-power-consumption-45-percent/25296/

Minimising the lifecycle environmental impacts of our products

The nature of our integrated circuits means that their actual and potential negative physical environmental impacts are relatively limited. Nonetheless, we design our products in a way that helps to minimise any negative impacts they might have over their lifecycle. This includes efforts to reduce the size of our integrated circuits, thus reducing the amount of input materials required.

Focus areas in 2025

· Ongoing development of technologies that enable AI and remove connectivity bottlenecks for data centres.

· Implement SVP of HR’s plan to further improve collaboration across teams to foster more innovation.

Investing in the future of AI compute

In 2024, we continued to invest in key connectivity technologies for AI compute.

This included significant R&D into PAM4 and coherent‑lite technologies for mid-range data transmission over AI campuses. It has also included R&D into interconnect protocols such as PCIe6 and PCIe7, CXL and UCIe (Universal Chiplet Interconnect Express), for which we have launched advanced IP during the year. These investments, in combination with our work as part of the Arm Total Design Platform (see page 13), position us to be one of very few companies able to deliver optimised custom silicon for AI compute.

Power consumption breakdown in data centre

20%-40%

of the data centre power consumption relates to connectivity.

25%-40% savings

Our connectivity technology enables power savings of between 25%-40%. This can support overall data centre power savings of up to 10%.

Business ethics

Context

We work with leading-edge technologies and seek to establish long-lasting relationships with our customers, partners and suppliers.

Any breach of our legal obligations or our customers’ and partners’ trust has the potential to compromise our business, either in terms of the loss of valuable commercial relationships, damage to our reputation or the application of official sanctions.

Management approach

Our Code of Ethics and Business Conduct (the ‘Code’) guides our adherence to relevant technical, ethical and commercial requirements; our protection of our intellectual property; and our strict compliance with the national legislation of our host societies, including relevant anti-bribery and corruption laws. The Code, which is directly informed by international, industry and customer standards, addresses a range of issues, including:

· Respect for the individual.

· Creating a culture of open and honest communication.

· Ethical and fair competition.

· Proprietary information.

· Conflicts of interest.

· Corporate record keeping.

· Protection of the Group’s reputation.

· Selective disclosure.

Responsibility for reviewing and updating the Code of Ethics and Business Conduct sits with our Senior Vice President of Human Resources.

For further details, see our Code of Ethics and Business Conduct at: awavesemi.com/wp-content/uploads/2023/04/Business-Code-of-Conduct-v2.pdf.

Below we set out some of the additional issues we actively manage, in line with our corresponding policies.

Human and labour rights

Given the highly specialised nature of our industry, we believe our supply chain poses relatively low levels of slavery and human trafficking risk. Our Policy Against Trafficking of Persons and Slavery reflects our ongoing commitment to a work environment that is free from human trafficking and slavery, including forced labour and child labour. The Group seeks to remain vigilant through compliance monitoring and verification, especially in selecting new suppliers.

For further details, see our Policy Against Trafficking of Persons and Slavery at: awavesemi.com/wp-content/uploads/2024/01/Policy-Against-Trafficking-of-Persons-and-Slavery-v.1.2.pdf.

Anti-bribery and corruption

Compliance with global anti-bribery and corruption (ABC) legislation is vital to our business dealings and forms the basis of our Anti-Bribery and Corruption Policy. We uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. In addition, we are bound by the laws of the UK, including the Bribery Act 2010, in respect of our conduct both in the UK and abroad. Training on this policy forms part of the induction process for all new employees. All employees are asked to formally confirm their conformance to the policy on an annual basis.

Responsibility for the implementation of this policy sits with our Chief Financial Officer.

For further details, see our Anti-Bribery and Corruption Policy at: awavesemi.com/wp-content/uploads/2023/04/Anti-Bribery-Policy-v.1.1.pdf.

Anti-fraud and dishonesty

Compliance with our Anti-Fraud and Dishonesty Policy ensures our administrative processes and decisions are carried out with transparency and accountability. This policy covers topics such as fraud, theft and abuse of position.

The Group seeks to foster honesty and integrity across its entire workforce. Directors and staff are expected to lead by example in adhering to relevant policies, procedures and practices. Equally, external organisations such as suppliers, contractors and customers are expected to act with integrity and without intent to commit fraud against the Group. The Group provides clear routes by which concerns may be raised by Directors, employees and associates. For further details see our Anti-Fraud and Dishonesty Policy at: awavesemi.com/wp-content/uploads/2023/04/Anti-Fraud-and-Dishonesty-policy-v1.1.pdf.

Whistleblowing

Employees, associates, suppliers, customers and third parties are strongly encouraged to report any suspicious activities, including bribery, facilitation of tax evasion, fraud, or other criminal activity. Reports can be made confidentially via a 24/7 independent whistleblowing hotline, accessible through a secure website or by calling one of the associated regional phone numbers. Reports can be made on an anonymous basis and are handled with the highest level of confidentiality. We proactively communicate our Whistleblowing Policy to employees, make it available to third parties and ensure it is accessible in local languages to ensure widespread understanding and inclusivity.

The Group maintains a zero tolerance stance on misconduct. Our Whistleblowing Policy means that individuals reporting concerns in good faith are protected from any form of retaliation or detrimental treatment, which is treated as a serious disciplinary offence if it occurs. Robust structures are in place to process whistleblower reports efficiently, ensuring swift action and resolution.

In 2024, zero incidents were reported through our whistleblowing channels (2023: one incident).

To further bolster integrity, the Group is implementing enhanced background checks for contractors and third-party vendors to mitigate future risks.

The Board, along with the Chief Financial Officer, have overall responsibility for ensuring all policies comply with our legal and ethical obligations, and that all those under our control comply with them. Finance has primary and day-to-day responsibility for implementing the Whistleblowing Policy, and for monitoring its use and effectiveness and dealing with any queries on its interpretation. Full details are available in our Anti-Bribery and Whistleblowing Policy, which reflects our unwavering commitment to ethical practices and operational integrity.

For further details, see our Whistleblowing Policy at: awavesemi.com/wp-content/uploads/2024/05/Whistleblowing-Policy-1.4.pdf.

Performance

In 2024, the Code was covered in the induction process for all new employees. In addition, all employees were required to read and acknowledge our key policies.

Focus areas in 2025

· Annual review of relevant policies.

· Review of additional training requirements.

UN SDG 8 DECENT WORK AND ECONOMIC GROWTH

UN SDG 9 INDUSTRY, INNOVATION AND INFRASTRUCTURE

UN SDG 16 PEACE, JUSTICE AND STRONG INSTITUTIONS

IT and cybersecurity

Key areas of focus in 2024

Our IT and cybersecurity activities are managed by our IT Director, who oversees a comprehensive, multidisciplinary programme involving information security, IT and physical security. The IT Director reports directly to the Senior Vice President, Engineering and regularly updates our Board of Directors on our cybersecurity performance and risk profile.

We apply a detailed set of policies for information security management, aligned with the ISO/IEC 27001 standards. In addition, our cloud-based Software‑as‑a‑Service (SaaS) applications are regularly audited to ensure adherence to various standards covering aspects such as security, availability, processing integrity, confidentiality and privacy.

We also engage in annual third-party penetration testing of our business and customer networks, along with continuous vulnerability scans of servers, applications, endpoints and network equipment. Any vulnerabilities categorised as critical, high or medium risks are addressed promptly. Moreover, we play an active role in global and professional groups focused on shaping future standards for a more secure, safe and privacy‑conscious digital environment, such as the Institute of Electrical and Electronics Engineers.

Group-wide security policies and IT controls are regularly reviewed and updated by the Security Council, which is chaired by our IT Director. Our policies seek to address the regulatory environment, including data privacy regulations, and to mitigate the evolving cybersecurity threat.

All our existing policies and procedures are assessed regularly by our external auditors, as well as third-party consultants. We maintain cyber-liability insurance that covers certain liabilities in connection with security breaches or related incidents.

In 2024, Alphawave Semi experienced zero material information security breaches (2023: zero). We also addressed cybersecurity scenarios in our resiliency planning and documented them through business continuity plans. Our Incident Response Programme facilitates an integrated response to potential cybersecurity events.

Following our 2024 report, we have formalised a dedicated security team and implemented the Microsoft Sentinel SIEM: Security Incident Event Management System. We believe that these enhancements in our cybersecurity framework will significantly contribute to the resilience and success of our organisation in the digital era.

Security training and awareness

We are committed to regularly improving our employees’ understanding and awareness of data security and privacy matters. This is in the context of a rising number of significant cyber attacks that take place globally each year. We are focused on safeguarding the confidentiality and security of our employees, customers and other interested parties. We do this by:

· Implementing quarterly email phishing exercises that encompass a large portion of our workforce, equipping them with essential skills for cyber self-defence.

· Providing mandatory training sessions for all employees on data security and privacy. These sessions include comprehensive coverage on topics such as cybersecurity, phishing, data protection and privacy concerns.

Focus areas in 2025

· Rollout and integration of enhanced security systems on non‑issued company devices – including mobile devices.

· Continue to expand and incorporate training into new employees’ onboarding, including increased training for phishing.

· Undertake third-party cyber risk assessments for vendors.

Raising cybersecurity awareness

In 2024, we conducted four comprehensive cybersecurity awareness training sessions to bolster employees’ ability to identify and mitigate cyber threats.

These sessions focused on key areas such as phishing, ransomware and spoofing. Specifically, the training included:

· Phishing – Six Clues That Should Raise Your Suspicion.

· Phishing Awareness.

· Ransomware.

· Spoofing – How to Avoid Becoming a Victim.

A total of 1,074 employees participated in these sessions. Employees who failed phishing tests were required to undergo additional phishing awareness training to reinforce their knowledge.

To further enhance cybersecurity vigilance, we also conducted four phishing simulation campaigns throughout the year. Employees who failed these tests were assigned four additional reinforcement training sessions on phishing awareness.

Looking ahead to 2025, we plan to expand our cybersecurity awareness initiatives by rolling out six training sessions for all employees. These sessions will cover a broader range of cybersecurity threats and best practices, ensuring our workforce remains vigilant and well-prepared.

Community engagement

Context

Our community engagement activities seek to improve the welfare of the communities where we work and live, while our corporate giving programme provides additional support by matching employee donations to local charities and organisations. This creates a platform for our employees to donate their time and support to a range of local and not-for-profit organisations that are important to them.

The goal of our community engagement programme is to support local and not-for-profit organisations identified by our employees and promote the wellbeing of local residents – while also aligning with our values, such as inclusivity, integrity and collaboration (more information on Our culture is on page 66).

Management approach

Our Community Involvement Global Council includes local representatives from all our locations, who meet remotely on a bi-monthly basis. The purpose of the Council is to ensure that local engagement is aligned with our principles and values, to co-ordinate Group-wide initiatives and to share experiences.

Responsibility at Group level sits with the CEO’s Executive Admin, who is part of the Executive Office.

Key areas of focus in 2024

In 2024, the Group donated approximately USD$78,828 globally to support local organisations and charities (FY 2023: US$37,000). We also continued to implement internship programmes with local universities and organisations in India and Canada to promote science, technology, engineering and mathematics (STEM) education, as well as careers in engineering. This is with the aim of supporting the next wave of innovators and expanding our own talent pipeline. For more information see the our people section.

In 2024, we continued to engage with Keen to Help, an external platform through which our employees can request and search for volunteering opportunities that are aligned with our values and community engagement goals.

For the first time in 2024, we expanded our global initiatives to include Israel through a partnership with Israeli Girl Week – Shavuot. Through this programme, Alphawave Semi will support two groups of 15 girls in Tel Aviv.

Other activities include participation in Israeli Girl’s Week, Good Deeds Day and the programme graduation event.

Focus areas in 2025

· Increase employee volunteering participation.

· Expand our use of the Keen to Help platform to track employee volunteering hours across the Group.

· Broaden our positive impact to new operating regions, including via local partnerships and support for international initiatives.

· Establish partnerships with schools and universities by expanding our STEM mentorship, scholarships and internship programmes, particularly in regions with limited access to technology education.

UN SDG 4 QUALITY EDUCATION

Introducing the Bengaluru office to students

Alphawave’s corporate social responsibility (CSR) team was excited to welcome approximately 25 undergraduate engineering students to its Bengaluru office for an introduction and insight into the semiconductor industry in October 2024.

Anurag Gupta, VP, CSG SoC Design Engineering; Ashish Deshpande, Director, ASIC Design; and Muralidharan Viswanathan, Senior Director, ASIC Design, guided the students through an overview of Alphawave, the products we produce, our design engineer portfolios and everything in between.

There was a tour of the office and labs, followed by a lively Q&A session, where the students asked Deepak Bharuka, Characterisation Lead, CR&D, a variety of interesting questions that included, “What electronics and communication engineering and computer science skills and concepts are required to be successful in an engineering role at Alphawave?”, “How can we best prepare ourselves to get jobs at very large-scale integration (VLSI) companies?”, plus many more.

This tour was organised in collaboration with the Dream School Foundation (DSF). India is home to millions of ‘out-of-school’ children, with girls accounting for a majority of the dropouts. Girls, children with special needs, children from low-income families and slums and rural areas, are most likely to be denied an education. The DSF strives to break the cycle of socio-economic vulnerability and help children through the power of knowledge and education.

Events like this show aspiring young minds the incredible work they can do in the STEM field, and help them forge professional relationships that will place them on the road to success.

Financial review

In 2024, we shifted from legacy business to higher-margin IP licenses and custom silicon NRE engagements at advanced technology nodes, aligning with our strategy.

Rahul Mathur

Chief Operating & Financial Officer

We are well‑positioned to benefit from the long-term investment in AI and digital infrastructure.

Investing in future revenue growth

In 2024 we continued to invest in order to enable Alphawave Semi to be one of the few companies in the world bringing a full portfolio of connectivity IP and silicon that will enable the next generation of AI and cloud infrastructure.

Building on the strength of our technology portfolio, we have a custom silicon pipeline focused on AI and data centre solutions in advanced nodes. Our connectivity solutions are expected to meet the increasingly complex bandwidth, latency and power requirements critical to support the adoption of AI. With our enhanced product portfolio and silicon expertise, we can access a larger and high-growth addressable market of approximately US$35bn, gaining greater scale and enhancing our competitive position.

During the year, we achieved record bookings of US$515.5m. 90% of these bookings came from IP licensing and advanced node custom silicon NRE contracts with North American, European and APAC (non-China) customers. The remaining 10% came from the legacy lower‑margin custom silicon business we acquired in 2022. The custom silicon contracts that we signed in 2024 give us visibility to potential long-term revenue from silicon production, most of which is not yet reflected in our bookings or backlog. First silicon production orders from these contracts are expected in 2025.

Our financial performance was substantially in line with our revised guidance for the year both on revenue and adjusted EBITDA¹. Revenue guidance in the year was reduced primarily due to the timing of revenue recognition on long-term contracts in advanced nodes and consolidation among our customer base. Revenue reduced by 4% year-on-year from US$321.7m to US$307.6m and we delivered an adjusted EBITDA margin of 17%, compared to 19% in 2023. Revenue in 2023 included US$49.6m of licence revenue from WiseWave as we fulfilled our remaining obligations under the subscription licence agreement and US$102.8m of silicon revenue from our legacy OpenFive agreements. Excluding WiseWave and the legacy OpenFive agreements, revenue in 2024 would have grown 82% year-on-year, reflecting the shift from legacy business to new licensing and custom chip development agreements at more advanced technology nodes.

1) For definitions of non-IFRS measures see KPIs on page 49 and Alternative performance measures section on page 151 to 153.

In 2024 we expensed US$97.1m in the development of products which will go into production in future years and will contribute to accelerated revenue growth over the medium term.

The increased loans and borrowings balance at the end of 2024 of US$352.0m (compared with US$220.4m at the end of 2023) reflects the US$150.0m convertible debt instrument we executed in December to reduce balance sheet risk and enable critical investments.

Contracted order book and backlog

2024 bookings totalled US$515.5m excluding royalties, of which US$397.2m represented IP licensing and NRE orders and US$118.3m represented royalty and silicon orders. This compares to US$383.9m of total bookings in 2023. Bookings grew 34% year‑on‑year, comprising 46% growth in licensing and NRE orders and 6% growth in royalty and silicon orders, with bookings exceeding over US$100.0m each quarter during 2024.

North America was the largest contributor to bookings in 2024, representing 51% of the total. It was followed by 29% from APAC excluding China, 10% from China and 4% from EMEA.

Backlog represents the value of contracted bookings over the life of the Group not yet recognised as revenue, excluding potential royalties. At the end of 2024, our backlog was US$520.0m, 47% higher than the backlog at the end of 2023 of US$354.9m. Due to changes in the product roadmap plans of certain customers, approximately 10% of backlog was cancelled subsequent to the year end.

Revenues

Revenues for 2024 reached US$307.6m, a 4% decrease compared to US$321.7m in 2023:

· Customers – in 2024, we recognised revenues from 103 end‑customers, consistent to 103 end-customers in 2023. This included new tier-one customers licensing our IP. End‑customer revenue concentration remained consistent during the year. Our top five end-customers generated 36% of our 2024 revenues (2023: 46%).

· Regions – revenues from North American customers grew 51% from US$82.2m in 2023 to US$123.8m in 2024, and revenues from APAC (excluding China) customers grew 142% from US$33.5m in 2023 to US$81.2m in 2024. We also saw EMEA revenue grow 206% from US$15.7m in 2023 to US$48.1m in 2024.

Revenue from China was 18% of the total, as we successfully transitioned away from our legacy business. This decrease in revenues from Chinese customers aligns with our strategy of increasing silicon product revenues from hyperscalers and other large, predominantly North American, customers and we expect the mix of China revenues to gradually decrease to 15% or less of total revenue.