Potential Accounting Irregularities and Suspension

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

17 June 2026

("Windar" or the "Company")

Potential Accounting Irregularities, Delay in Publication of FY 2025 Final Results and Temporary Suspension of Trading of Shares

Windar Photonics plc (AIM: WPHO), the technology group that has developed a LiDAR wind sensor and software suite designed to monitor and optimise wind turbine performance across multiple turbine platforms, announces:

·    the identification of potential accounting irregularities relating to revenue recognised in its financial years ended 31 December 2024 ("FY 2024") and 31  December 2025 ("FY 2025")

·    external professional forensic advisers to be appointed as soon as practicable to understand the irregularities and advise on any financial reporting system improvements required

·    subsequent delays in the FY 2025 audit, the result of which, the FY 2025 audited accounts will not be capable of being published by 30 June 2026, being the deadline provided by Rule 19 of the AIM Rules for Companies (the "AIM Rules")

·    Significant working capital constraints

·    Temporary suspension from trading of the Company's shares with effect from 10:30 a.m. on 17 June 2026

Potential Accounting Irregularities

The Board has identified potential accounting irregularities approximating €2.8m revenue recognised in FY 2024 and FY 2025 (in aggregate). More specifically, the issues relate to two Chinese customers with questions over the bona fide nature of the sales as well as questions over the underlying documentation.  The revenue currently being questioned totalled €1.2m in FY 2024 and €1.6m in FY 2025. At the current time, the Board believe the issues to be wholly internal rather than any misconduct by said Chinese customers.

The Board does not expect any impact on cash, but there will be corresponding negative impacts on the Company's income statement as well as impairments to its balance sheet.

Accordingly, following discussion with the auditors, the Board will engage specialist investigating advisers as soon as practicable, to confirm there are no further irregularities, and advise on the appropriate remediation of the related systems, procedures and controls of the Group.  These matters need to be fully investigated and addressed before the FY 2025 audit is completed. The Board also needs to ensure they have comfort in the adequacy of the Company's systems and controls going forward.

The Company will provide further updates, as appropriate, in due course.

FY 2025 audit delay

The Company is working closely with its auditors to complete the audit process as soon as possible. Given the nature of the potential accounting irregularities however, together with enhanced auditor testing requirements regarding going concern, the Company does not expect the FY 2025 audit process to be completed in June. This will represent a breach of Rule 19 of the AIM Rules.

The Company will provide further updates regarding the publication of the FY25 Accounts as appropriate.

Current trading and cash

As at 31 May 2026, the Group had gross cash available of €85,000. Whilst the Company had its strongest ever first quarter in terms of new test order activity, it has historically, and continues to, encounter protracted timelines to convert pipeline opportunities. Accordingly, the Board is re-modelling potential working capital requirements but based on current assumptions and assessments, it will have significant working capital constraints before the end of July. The Company will therefore need to issue equity or receive some other form of cash injection into the business within this timeframe.  

Temporary suspension from trading

Consequently, in accordance with the AIM Rules, the Company's ordinary shares will be temporarily suspended from trading on AIM with effect from 10:30 a.m. on 17 June 2026 pending clarification of its financial position, release of its FY 2025 Accounts and also confirmation from the Company that it has sufficient procedures, resources and controls in place to enable the Group to comply with the AIM Rules going forward.

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