# Alphawave Semi reports record $515.5m bookings for FY 2024

- Link: https://www.directorstalkinterviews.com/alphawave-semi-reports-record-515-5m-bookings-for-fy-2024/4121192714
- Published: 2025-04-17T07:34:11+01:00
- Author: Amilia Stone

**[Alphawave IP Group plc](https://www.directorstalkinterviews.com/company/alphawave-ip-group-plc/awe.l)**(
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 APMs^(1) – US$m** | **FY 2024** | **FY2023** | **Change** | 
| License and NRE | 258.8 | 167.6 | 54% | 
| Royalties and silicon | 48.8 | 154.1 | (68%) | 
| Total revenue | 307.6 | 321.7 | (4%) | 
| Operating (loss) / profit | (32.8) | (19.4) | 69% | 
| **_Operating margin_** | **_-11%_** | **_-6%_** | **_ _** | 
| EBITDA^(1) | 1.4 | 9.8 | (86%) | 
| **_EBITDA margin_** | **_0%_** | **_3%_** | **_ _** | 
| Adjusted EBITDA^(1) | 51.1 | 62.6 | (18%) | 
| **_Adjusted EBITDA margin_** | **_17%_** | **_19%_** | **_ _** | 
| Net (loss) | (42.5) | (51.0) | 17% | 
| **_Net margin_** | **_-14%_** | **_-16%_** | **_ _** | 
| Cash generated from operations^(2) | 13.5 | 16.0 | (16%) | 
| Cash and cash equivalents | 180.2 | 101.3 | 78% | 
| Net cash/(debt) balance | (171.9) | (119.1) | (44%) | 
|  |  |  |  | 
| **Bookings^(3) and Design Win Activity – US$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 licenses^(4) |  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: ir@awavesemi.com

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](https://www.directorstalkinterviews.com/sustainability-green-stocks-news)**

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**

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.

**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 10^(25) FLOPS, with Anthropic’s Claude 3.5 Sonnet model implementing
5·10^(25) 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.

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.

**_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 materiality^(1). 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 US^(1). This 
trend is similarly seen in other regions, such as the UK, where the ratio is 7:1
^(2), with university enrolments there showing a 4:1 ratio across all engineering
and technology subjects^(3). 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 CO_(2) 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 employees^(1) | **191** | **796** | **991** | 
| Senior management^(2) | **1** | **9** | **10** |

| FY 2023 | Female | Male | Total | 
| Board | 4 | 6 | 10 | 
| Total employees | 160 | 669 | 829 | 
| Senior management^(2) | 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**

**_9%_**

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 discrimination^(1). 

·     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 CO_(2)e** | ** ** | ** ** | ** ** | 
| 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** |  |  | ** ** | 
| tCO_(2)e (gross Scope 1, 2 and 3) per employee | 1.78 | 5.96 | **7.53** | 
| tCO_(2)e (gross Scope 1, 2 and 3) per US$m revenue^(1) | 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 consumed^(2)** | n/a | n/a | **3,312** | 
| **UK-based emissions** | nm | nm | **nm** | 
| **UK-based energy consumption** | nm | nm | **nm** |

1)    tCO_(2)e (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 tCO_(2)e (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 CO_(2)e, equivalent to 0.9% of energy‑related GHG emissions
or 0.6% of total GHG emissions^(3). 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 conditioning^(4). 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 EBITDA^(1). 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.

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