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REG - Ceres Power Holdings - Final results for the year ended 31 December 2024

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RNS Number : 5795B  Ceres Power Holdings plc  21 March 2025

 CWR.L

 21 March 2025

 Ceres Power Holdings plc

 Final results for the year ended 31 December 2024

 Horsham, UK: Ceres Power Holdings plc ("Ceres", the "Company") (CWR.L), a
 leading developer of clean energy technology, announces its audited results
 for the year ended 31 December 2024.

 Financial highlights

 •   Record order intake of £112.8 million, following signing of two
 manufacturing licensee partners, Delta Electronics and Denso, and an
 electrolyser system partner, Thermax Ltd.

 •      Revenue of £51.9 million (2023: £22.3 million), an increase of
 132%.

 •      Gross profit of £40.2 million (2023: £13.6 million), extending
 sector-leading gross margin to 77% (2023: 61%).

 •    Strong cash and short-term investments position of £102.5 million
 (2023: £140.0 million) with reduced cash outflow of £37.5 million (2023:
 £42.4 million) through continued disciplined cash management

 Strategic highlights

 •      South Korea - Doosan production on track. Doosan factory
 commissioning for SOFC stack and cell production is progressing towards
 product launch in 2025 for stationary power systems for commercial and data
 centre applications.

 •     Taiwan - Delta is progressing well towards manufacturing. Our
 first licensee for both solid oxide fuel cell ("SOFC") and solid oxide
 electrolyser cell ("SOEC") technology, Delta is evaluating factory designs,
 targeting the growing data centre and industrial hydrogen markets.

 •    Japan - Denso completed upfront technology transfer. Ceres has
 successfully completed the upfront technology transfer to Denso Corporation,
 an expert in system control and thermal management to address the growing
 green hydrogen sector.

 •      India - SOEC system development with Thermax underway. Thermax
 has begun developing assembly facility layouts to accelerate entry into the
 dynamic Indian market for industrial decarbonisation.

 Current trading

 •      The termination of the Bosch contract on 20 February, while
 disappointing, will have limited financial impact in the low single digit
 millions of euros for 2025.

 •      Ceres remains on track to deliver the anticipated savings on
 restructured and optimised cost base.

 •     We expect revenue for 2025 will be broadly similar to 2024. We
 will provide additional guidance on revenue expectations for the full year at
 our July trading update.

 Phil Caldwell, Chief Executive Officer of Ceres, said:

 "2024 was a record year for Ceres, as our teams continued to deliver best in
 class technology and global partnerships during a period of significant change
 in the energy markets and a challenging economic environment. We now have
 three major global manufacturing partners establishing factories to produce
 Ceres-based products.

 For 2025, we are focusing on building our partner portfolio and delivering
 technology milestones, whilst looking forward to Doosan commencing production
 in the second half of the year."

 Ends

Financial Summary

                     2024      2023

                          Restated(1)
                     £'000     £'000
 Total revenue, comprising:             51,891    22,324
 Engineering services and licences(1)   44,953    16,598
 Provision of technology hardware       6,938     5,726

 Gross profit                           40,164    13,554
 Gross margin %                         77%       61%

 Adjusted EBITDA loss(2)                (22,287)  (50,297)
 Operating loss                         (31,317)  (59,401)

 Net cash used in operating activities  (35,941)  (33,899)
 Net cash and investments               102,465   139,956

 1. Following changes to how information is presented to the Chief Operating
 Decisions Makers (CODM), in 2024 revenue from engineering services and
 licences is no longer disaggregated. The Group has restated the presentation
 of major product/service lines for the year ended 31 December 2023.

 2. Adjusted EBITDA loss is an Alternative Performance Measure, as defined and
 reconciled to operating loss in the non-GAAP section at the end of this
 report.
 Analyst presentation

 Ceres Power Holdings plc will be hosting a live webcast for analysts and
 investors on 21 March 2025 at 09.30 GMT. To register your interest in
 participating, please go to:

 https://sparklive.lseg.com/CeresPowerHoldingsCrawley/events/2090b911-c4ab-43ca-846a-02a55cd1f1b8/2024-full-year-results
 (https://protect.checkpoint.com/v2/___https:/sparklive.lseg.com/CeresPowerHoldingsCrawley/events/2090b911-c4ab-43ca-846a-02a55cd1f1b8/2024-full-year-results___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzo2NDQwYWMwOTJjZDljNWQ5NjA1MWQxNzMwY2ZlNTc5MTo2OjZlYjE6MWQ4MDk4NGM1NTFhYTg3YTA4YTI2ZTEzM2NiZjJjZTM0ZjA3NTFjNDBkZDA1MmY1NDM0NmNjYWU2NTM3NzhlYzpwOlQ6Tg)

 For further information visit www.ceres.tech
 (https://protect.checkpoint.com/v2/r06/___http:/www.ceres.tech___.ZXV3MjpuZXh0MTU6YzpvOmE3NWE3NzI3ZGVkZmUyMDU5MDkyYmMzY2RmY2MxNzBkOjc6OTNiODpmZTJiYjQ3OGUzNTg1NGNjZTY3YTU0OTI1ZThhY2ZiNzliNTlhYmY1ZjViOWUyODIyODE0Njk2NzBlOTI0ZTNlOnA6RjpU)
 or contact:

Ceres Power Holdings plc

 Patrick Yau/ Merryl Black                   Tel: +44 (0)7884 654 179

                                             Email: investors@cerespower.com

 MHP Group (PR Adviser)                      Tel: +44 (0)7831 406117

 Reg Hoare/James Macfarlane/Matthew Taylor   Email: ceres@mhpgroup.com (mailto:Ceres_power@fticonsulting.com)

 

 About Ceres

 Ceres is a leading developer of clean energy technology: fuel cells for power
 generation and electrolysers for the production of green hydrogen. Its
 asset-light, licensing model has seen it establish partnerships with some of
 the world's largest companies, such as Doosan, Delta, Denso, Shell, Weichai
 and Thermax. Ceres' solid oxide technology supports greater electrification of
 our energy systems and produces green hydrogen at high efficiencies as a route
 to decarbonise emissions-intensive industries such as steelmaking, ammonia and
 future fuels. Ceres is listed on the London Stock Exchange ("LSE") (LSE: CWR)
 and is classified by the LSE Green Economy Mark, which recognises listed
 companies that derive more than 50% of their activity from the green economy.
 Read more on our website www.ceres.tech or follow us on LinkedIn. Read more on
 our website www.ceres.tech
 (https://protect.checkpoint.com/v2/r06/___http:/www.ceres.tech___.ZXV3MjpuZXh0MTU6YzpvOmE3NWE3NzI3ZGVkZmUyMDU5MDkyYmMzY2RmY2MxNzBkOjc6OTNiODpmZTJiYjQ3OGUzNTg1NGNjZTY3YTU0OTI1ZThhY2ZiNzliNTlhYmY1ZjViOWUyODIyODE0Njk2NzBlOTI0ZTNlOnA6RjpU)
 or follow us on LinkedIn
 (https://protect.checkpoint.com/v2/r06/___https:/www.linkedin.com/htrufsDdhjwjx-utBjwd___.ZXV3MjpuZXh0MTU6YzpvOmE3NWE3NzI3ZGVkZmUyMDU5MDkyYmMzY2RmY2MxNzBkOjc6OTBlMjpiOGVkMDAwYmUwZDVhZDBmYzAzYjU5YjIwYjdiMGU3NDRiYzhmYzExOGFkNTg3OGQyOThjYmU3NmM1NDQyZDU1OnA6RjpU)
 .

 Chief Executive's statement

 Iam proud to report that Ceres has achieved a record-breaking commercial year
 in 2024. We reached our highest annual revenue and order intake ever, thanks
 to three significant partner licence agreements. These successes highlight our
 intensified focus on commercial activities as we expand our partnership
 portfolio into new territories worldwide. Consequently, Ceres is in a robust
 financial position as we establish our technology as an industry standard.
 This will enable us to secure a growing share of both the power generation and
 green hydrogen production markets as we move towards first production and
 royalties this year.

 We have seen growing demand over the past 12 months for power solutions, which
 can utilise existing fuels such as natural gas and future fuels such as
 hydrogen to be deployed rapidly to meet the growing need of AI data centres
 and industrial power needs. In addition to our SOFC business, Ceres has
 accelerated the development of its electrolysis technologies to enter the
 rapidly expanding green hydrogen industry. Over the past three years, our
 ongoing innovation in core solid oxide technology has led to a highly
 efficient and cost-effective mode of hydrogen electrolysis for hard-to-abate
 industrial sectors, such as green steel, ammonia and synthetic fuels
 production. It is incredibly satisfying to see global manufacturing companies
 recognising this technology as a  solution for both meeting rapidly growing
 power demand and also to address industrial decarbonisation.

 Ayear of significant commercial progress

 Our first new manufacturing partnership and licence agreement of 2024 was
 announced in January with Taiwan's Delta Electronics. With 80,000 people
 across approximately 200 facilities, Delta is a manufacturing giant active in
 the chemicals, energy, transportation and steel sectors. This was Ceres' first
 dual licence for the production of both SOFC and SOEC stacks.

 Our expertise in high-efficiency power generation and green hydrogen
 production complements Delta's mass manufacturing capabilities, financial and
 physical resources and end-market presence. The partnership enables Delta to
 move quickly into decarbonisation solutions and complement its current
 portfolio of product servicing markets such as data centres, smart buildings,
 energy infrastructure, grid balancing and energy storage solutions. Delta is
 expected to start manufacturing by the end of 2026, with keen ambitions for
 rapid future scale-up.

 In July, we signed a SOEC manufacturing licence with Japan's Denso
 Corporation, a global Fortune 500 company employing over 160,000 people in 35
 countries and regions worldwide. The partnership will enable Denso to produce
 Ceres' stack technology under licence, leveraging Denso's expertise in system
 control and thermal management to develop technology in green hydrogen
 production. In common with other manufacturing licence partnerships, this
 agreement provides revenues for licence fees, engineering services and
 hardware over multiple years, as well as future royalty payments.

 In addition to securing two new manufacturing licences, Ceres signed its first
 SOEC system licence partnership with Thermax in September. Strategically, this
 is an important relationship for us, taking the business into a significant
 new region for decarbonisation technologies. Thermax is one of India's largest
 process equipment manufacturers with an extensive industrial portfolio that
 includes clean air, clean energy, clean water and chemical solutions. With
 industry expertise, it is ideally placed to accelerate deployment of our
 technology by engaging end users to pull the technology into hard-to-abate
 green ammonia, petrochemical and steel industries.

 Our collaboration with Shell to deploy a 1MW SOEC demonstrator was installed
 in 2024 and is now ready to produce hydrogen and to deliver important test and
 performance data. This partnership has been extended to develop of a 10MW
 pressurised module, targeting hydrogen production at 37kWh/kg. The design
 would be modular, with the potential to be scaled to hundreds of megawatts and
 integrated into industrial plants to produce sustainable future fuels.

 The scale-up design builds upon the work undertaken with AtkinsRéalis, a
 world-leading engineering, procurement and construction ("EPC") services
 group, to deliver the frontend engineering design ("FEED") for a commercial
 hydrogen production system based on Ceres' SOEC technology. This design
 provided a blueprint of the optimum system architecture for a 100MW+
 electrolyser system to produce green hydrogen. We will be validating this
 pressurised module with a demonstration project to highlight a highly
 efficient pathway to low-cost green hydrogen production for industrial
 applications.

 In parallel to our initiatives in SOEC, Ceres now has three licensees for our
 SOFC technology and our focus remains on supporting the execution of their
 respective solid oxide cell and stack manufacturing facilities through to
 start of production and first product sales using the Ceres technology.

 We expect Doosan to progress to start of production this year for its SOFC
 power modules for applications such as data centre and maritime power systems.
 Initial royalty payments to Ceres are expected by the end of 2025. This will
 be a pivotal moment in our history as these revenues will demonstrate the full
 scope of business model as our partners sell products into their end markets.

 We continue to support the system development of SOFC power modules by
 Weichai, which has a leading position in China's gas engine market, as well as
 strong presence in the stationary diesel power generation industry. Weichai
 deployed first demonstration SOFC systems of up to 100kW to first customers in
 China in December 2024.

 In February 2025, Bosch took the strategic decision to cease its development
 of SOFC cells and stacks for manufacture. Bosch stated that this decision is
 part of broader revised strategic direction and does not reflect Bosch's
 confidence in Ceres or our technology. Clearly we are disappointed that Bosch
 will discontinue its SOFC operations, but the impact on revenues for 2025 will
 be in the low single digit millions of euros.

 Market backdrop and opportunities

 Governments around the world have recognised the need to provide power
 solutions for continued economic growth. We continue to believe that our
 technologies have important roles to play. In power mode Ceres SOFC technology
 offers fuel flexibility and the highest levels of conversion from fuel to
 energy at 65% electrical efficiency in power-only mode, or greater than 90%
 when excess heat is also utilised.

 This enables key regions to support the decarbonisation of energy systems as
 natural gas is set to remain the transition fuel of choice over the medium
 term. Nations such as South Korea, China, India and Taiwan will start to
 reduce their reliance on coal in the next few years and increase adoption of
 nuclear, natural gas and renewable energy power, supported by various
 government initiatives.

 There is also high demand for energy in specific application areas, such as
 AI-driven data centres. The rise of cloud solutions, cryptocurrency and AI
 could see data centres accounting for 2,500 to 4,500 terawatt hours ("TWh") of
 global electricity demand by 2050, equivalent to 5-9% of the total. This
 demand creates greater need for gas or other sources of energy to balance out
 the intermittency of renewable energy sources.

 While progressing towards global decarbonisation, government incentives
 reflect the essential role of hydrogen in meeting this goal - either as a fuel
 of the future, as a key feedstock in a number of industrial processes or as a
 carrier of energy. Many have put in place specific hydrogen strategies to
 incentivise the production, infrastructure development and adoption of green
 hydrogen.

 For example, Japan aims to generate public and private investment in hydrogen
 worth 15 trillion yen, equivalent to around US$98 billion, over the next 15
 years, with specific reference to the hard-to-abate sectors. South Korea's
 Hydrogen Economy Roadmap for hydrogen infrastructure and commercialisation
 strategies is being backed by around US$33 billion of government funding. The
 EU is targeting the deployment of 40GW of green hydrogen electrolysis by 2030,
 committing up to €470 billion in investments up to 2050 for the hydrogen
 economy. Furthermore, its Clean Industrial Deal sets out plans to promote
 green industry as well as decarbonising heavy sectors such as steel, cement
 and chemical manufacture.

 In electrolysis mode our solid oxide technology can be operated in reverse to
 produce pure hydrogen from electricity and water. Our SOEC technology operates
 at high levels of efficiency as they can integrate waste heat from industrial
 processes to convert water to steam. This makes our technology a natural
 choice for hydrogen production for hard-to-abate industrial sectors globally.

 With our partners we are targeting industries such as steel production,
 chemical manufacturing and sustainable future fuels. These industries are
 characterised by their reliance on high-temperature processes, the need for
 energy-dense fuels, or the use of fossil fuels as feedstock. As a result, they
 are difficult to decarbonise using current renewable energy sources or
 electric alternatives alone. By 2050, around 49% of total green hydrogen
 consumption will be accounted for by these hard-to-abate industries, equating
 to approximately 191Mt per annum.

 In tandem with our technology and engineering expertise, the Ceres licensing
 model has been established to help accelerate the adoption of our
 decarbonisation technologies across these industrial sectors.

 As the technology of choice for leading global original equipment
 manufacturers ("OEM") and systems developers, Ceres offers a faster route to
 market and efficient zero-carbon hydrogen production. This saves our partners
 the time, effort and resource needed to develop their own solutions and allows
 them to focus on their strengths in industrial manufacturing and distribution.
 In return, Ceres is able to leverage the manufacturing expertise, market
 presence and balance sheets of these partners to accelerate market entry for
 our technology.

 As the geopolitical landscape shifts towards more trade barriers and tariffs,
 there will be an increased drive for localisation of production and supply
 chains. The licensing model enables Ceres to export IP across borders and to
 accelerate our technology towards becoming the industry standard.

 Outlook: building commercial traction

 Ceres continues to focus on the path to commercialisation with our partners.
 Our best-in-class solid oxide platform technology and a highly flexible
 licensing business model have attracted the biggest global manufacturers and
 systems developers looking to enter the power system and industrial
 decarbonisation markets.

 The ability to generate power from a range of different fuels at high rates of
 efficiency is one of the key differentiators of solid oxide fuel cells. We
 anticipate that the first Ceres-based products containing our technology will
 be commercially available by the end of the year from Doosan. Doosan has
 identified stationary power systems for commercial and data centre
 applications as attractive markets. As these and other markets expand for our
 SOFC products, we expect to receive growing high-margin royalties

 We will also remain focused on building our portfolio of SOEC manufacturing
 partners, targeting hard-to-abate industries that are carbon intensive and
 cannot be directly electrified. Our SOEC technology offers a highly efficient
 solution or industrial decarbonisation. While this process often involves
 lengthy and complex value chains, if nations wish to reach their net zero
 targets these industries must be decarbonised, and we have seen early momentum
 gathering behind our technology.

 As ever, none of the achievements of the past year would have been possible
 without the dedication and hard work of all the people at Ceres. I'd like to
 thank them for their contributions in delivering our technological and
 commercial successes during the year, enabling us to look ahead from a
 position of strength.

 Our clear purpose to deliver clean energy for a clean world remains our
 undiminished guiding principle, helping us to stay true to our values and to
 focus on building lasting partnerships with those who share our vision.

 Isee a wealth of opportunities as the high efficiency power generation and
 hydrogen markets around the world continue to evolve. As we build on our
 commercial success and technology innovation, Ceres aims to expand its
 partnerships globally to deploy its technology at scale and pace. I remain
 confident that Ceres can establish its technology as the solid oxide industry
 standard. This will position the Company as a key technology player in these
 markets for years to come.

 Phil Caldwell

 Chief Executive Officer

 Financial review

 2024 was a record year for Ceres with two major manufacturing licence deals
 and an electrolyser systems licence announced, enabling near-term licence and
 support revenue with future royalty generation. This, along with the continued
 execution of existing agreements, has led to record revenue of £51.9 million
 (2022: £22.3 million).

 During 2024, Ceres continued its strategic investment in core technologies to
 drive future growth. With peak investment in technology development milestones
 reached in 2023, we implemented a restructuring to optimise our cost base.
 This streamlining of the business now allows us to focus on further
 commercialisation.

 Revenue

 The Group reported revenue of £51.9 million in 2024, compared with £22.3
 million in the prior year. The 132%

 growth can be mostly attributed to revenues generated from the new licence
 partners as up-front technology transfers were conducted. Revenue is a
 combination of technology transfers, development licences, engineering
 services and the provision of technology hardware. Revenue from the previously
 announced Shell test evaluation partnership will commence once the
 demonstrator is commissioned at Shell's site in Bangalore, India in Q1 2025.

 Gross margin

 Gross profit of £40.2 million in the year grew by 196% from £13.6 million in
 2023, driven by high-margin technology transfers conducted with the new
 licence partners. Consequently, gross margins were also improved at 77% (2023:
 61%), compared to the prior year. These margins remain much higher than
 industry norms due to the licensing nature of Ceres' business model.

 Other operating income

 Other operating income decreased in the year to £2.8 million (2023: £3.7
 million), which reflects the level of RDEC (R&D Expenditure Credits)
 claimed in the year compared to the prior year. This is driven by the lower
 underlying R&D spend as Ceres has passed peak investment in technology
 development.

 Operating costs

 Operating costs decreased to £74.3 million (2023: £76.6 million) as Ceres
 sustained its strategic investment

 in core technologies to drive future growth, focusing on
 electrolysis-optimised stacks and industrial-scale

 electrolyser systems. This was achieved alongside disciplined financial
 management, with a restructure

 implemented in the second half of the year following peak investments in the
 delivery of key technology development milestones and focus on further
 commercialisation. Following the restructure, the average number of persons
 employed by the Group in the year decreased to 546 (2023: 590), ending the
 year with 478 employees.

 Finance income and expense

 Finance income decreased to £5.8 million (2023: £7.1 million), which
 reflects continued strong interest rates on our bank deposits and short-term
 investments in money-market funds with a lower average cash position. We
 maintain a stringent treasury policy to balance appropriate market returns
 with the security of funds including only high investment grade, and
 diversification of, financial institutions. Finance expense decreased to £0.4
 million (2023: £1.3 million) mostly due to foreign exchange losses in 2023 of
 £0.8 million on currencies held in non-Sterling denominations which matured
 and therefore did not impact 2024.

 Taxation (charge)/credit

 Taxation charge increased to £2.4 million (2023: £0.4 million) and reflects
 payment of withholding taxes from overseas earnings. The increase can be
 attributable to the new manufacturing licence partners acquired in the year.

 Loss for the financial year

 The Group posted a loss of £28.3 million (2023: £54.0 million) for the
 period, which reflects the increase in revenue and gross margin compared to
 2023.

 Adjusted EBITDA

 Adjusted EBITDA loss for 2024 decreased to £22.3 million (2023: £50.3
 million). Adjusted EBITDA is a non-statutory measure and is detailed in the
 Alternative Performance Measures section in this review. The decreased loss is
 primarily due to the increased revenue explained above.

 Reconciliation between operating loss and adjusted EBITDA

 Management believes that presenting Adjusted EBITDA loss allows for a more
 direct comparison of the Group's performance against its peers and provides a
 better understanding of the underlying trading performance of the Group by
 excluding non-recurring, irregular and one-off costs. The Group currently
 defines Adjusted EBITDA loss as the operating loss for the year excluding
 depreciation and amortisation charges, share-based payment charges, unrealised
 losses on forward contracts and exchange gains/losses.

 Total capital investments

 Total capital investments comprises capital expenditure (plant, property and
 equipment) and capitalised development (intangible assets). In 2024, total
 capital investments declined to £6.7 million (2023: £14.7 million) mostly
 due to reducing investment requirements for our Manufacturing Excellence
 Centre in Redhill and a prioritisation of spend as we emphasised cash
 discipline during the year.

 Working capital movements

 During 2024, working capital increased by £15.7 million (2023: £10.0 million
 decrease). The two main factors were a £10.6 million increase in trade and
 other receivables, primarily due to significant partner invoice payments
 received in early 2025, and an £3.4 million net increase in contract assets
 and liabilities, reflecting revenue recognition from technology transfer
 activities with our new partners in 2024. Our continued focus on aligning
 pilot plant production with partner demand ensured that inventory levels
 remained stable.

 Cash outflow

 Cash outflow, comprising changes in cash, cash equivalents and short-term
 investments, totalled £37.5 million (2023: £42.4 million). This reduction
 reflects increased commercial activity and a focused approach to spending,
 partially offset by higher working capital requirements.

 Cash, cash equivalents and short-term investments

 The Group ends the financial year in a strong position with £102.5 million in
 cash, cash equivalents and short-term investments (2022: £140.0 million) to
 support future investment as we drive revenue growth, manage costs in a
 disciplined way and track towards profit and cash flow break-even.

 Events after the balance sheet date

 In February 2025, Bosch took the strategic decision to cease its development
 on SOFC cell and stacks for manufacture. Bosch stated that this decision is
 part of broader revised strategic direction and does not reflect Bosch's
 confidence in Ceres or our technology. Clearly we are disappointed that Bosch
 will discontinue its SOFC operations, but the impact on revenues will only be
 in the low single digit millions of euros for 2025.

 Outlook

 We end 2024 with a strong financial position and are well placed for
 significant growth in the future from existing

 licensees and future partnership prospects in both the SOFC and SOEC markets.
 We continue to invest across the

 business to build a sustainable competitive advantage in highly differentiated
 solid oxide technology, which offers our partners the potential to
 industrialise and commercialise stacks and systems with superior efficiencies,
 reliability and economics for the low-carbon power generation and green
 hydrogen markets.

 Stuart Paynter

 Chief Financial Officer

 

 About Ceres

 Ceres is a leading developer of clean energy technology: fuel cells for power
 generation and electrolysers for the production of green hydrogen. Its
 asset-light, licensing model has seen it establish partnerships with some of
 the world's largest companies, such as Doosan, Delta, Denso, Shell, Weichai
 and Thermax. Ceres' solid oxide technology supports greater electrification of
 our energy systems and produces green hydrogen at high efficiencies as a route
 to decarbonise emissions-intensive industries such as steelmaking, ammonia and
 future fuels. Ceres is listed on the London Stock Exchange ("LSE") (LSE: CWR)
 and is classified by the LSE Green Economy Mark, which recognises listed
 companies that derive more than 50% of their activity from the green economy.
 Read more on our website www.ceres.tech or follow us on LinkedIn. Read more on
 our website www.ceres.tech
 (https://protect.checkpoint.com/v2/r06/___http:/www.ceres.tech___.ZXV3MjpuZXh0MTU6YzpvOmE3NWE3NzI3ZGVkZmUyMDU5MDkyYmMzY2RmY2MxNzBkOjc6OTNiODpmZTJiYjQ3OGUzNTg1NGNjZTY3YTU0OTI1ZThhY2ZiNzliNTlhYmY1ZjViOWUyODIyODE0Njk2NzBlOTI0ZTNlOnA6RjpU)
 or follow us on LinkedIn
 (https://protect.checkpoint.com/v2/r06/___https:/www.linkedin.com/htrufsDdhjwjx-utBjwd___.ZXV3MjpuZXh0MTU6YzpvOmE3NWE3NzI3ZGVkZmUyMDU5MDkyYmMzY2RmY2MxNzBkOjc6OTBlMjpiOGVkMDAwYmUwZDVhZDBmYzAzYjU5YjIwYjdiMGU3NDRiYzhmYzExOGFkNTg3OGQyOThjYmU3NmM1NDQyZDU1OnA6RjpU)
 .

 Chief Executive's statement

 I am proud to report that Ceres has achieved a record-breaking commercial year
 in 2024. We reached our highest annual revenue and order intake ever, thanks
 to three significant partner licence agreements. These successes highlight our
 intensified focus on commercial activities as we expand our partnership
 portfolio into new territories worldwide. Consequently, Ceres is in a robust
 financial position as we establish our technology as an industry standard.
 This will enable us to secure a growing share of both the power generation and
 green hydrogen production markets as we move towards first production and
 royalties this year.

 We have seen growing demand over the past 12 months for power solutions, which
 can utilise existing fuels such as natural gas and future fuels such as
 hydrogen to be deployed rapidly to meet the growing need of AI data centres
 and industrial power needs. In addition to our SOFC business, Ceres has
 accelerated the development of its electrolysis technologies to enter the
 rapidly expanding green hydrogen industry. Over the past three years, our
 ongoing innovation in core solid oxide technology has led to a highly
 efficient and cost-effective mode of hydrogen electrolysis for hard-to-abate
 industrial sectors, such as green steel, ammonia and synthetic fuels
 production. It is incredibly satisfying to see global manufacturing companies
 recognising this technology as a  solution for both meeting rapidly growing
 power demand and also to address industrial decarbonisation.

 A year of significant commercial progress

 Our first new manufacturing partnership and licence agreement of 2024 was
 announced in January with Taiwan's Delta Electronics. With 80,000 people
 across approximately 200 facilities, Delta is a manufacturing giant active in
 the chemicals, energy, transportation and steel sectors. This was Ceres' first
 dual licence for the production of both SOFC and SOEC stacks.

 Our expertise in high-efficiency power generation and green hydrogen
 production complements Delta's mass manufacturing capabilities, financial and
 physical resources and end-market presence. The partnership enables Delta to
 move quickly into decarbonisation solutions and complement its current
 portfolio of product servicing markets such as data centres, smart buildings,
 energy infrastructure, grid balancing and energy storage solutions. Delta is
 expected to start manufacturing by the end of 2026, with keen ambitions for
 rapid future scale-up.

 In July, we signed a SOEC manufacturing licence with Japan's Denso
 Corporation, a global Fortune 500 company employing over 160,000 people in 35
 countries and regions worldwide. The partnership will enable Denso to produce
 Ceres' stack technology under licence, leveraging Denso's expertise in system
 control and thermal management to develop technology in green hydrogen
 production. In common with other manufacturing licence partnerships, this
 agreement provides revenues for licence fees, engineering services and
 hardware over multiple years, as well as future royalty payments.

 In addition to securing two new manufacturing licences, Ceres signed its first
 SOEC system licence partnership with Thermax in September. Strategically, this
 is an important relationship for us, taking the business into a significant
 new region for decarbonisation technologies. Thermax is one of India's largest
 process equipment manufacturers with an extensive industrial portfolio that
 includes clean air, clean energy, clean water and chemical solutions. With
 industry expertise, it is ideally placed to accelerate deployment of our
 technology by engaging end users to pull the technology into hard-to-abate
 green ammonia, petrochemical and steel industries.

 Our collaboration with Shell to deploy a 1MW SOEC demonstrator was installed
 in 2024 and is now ready to produce hydrogen and to deliver important test and
 performance data. This partnership has been extended to develop of a 10MW
 pressurised module, targeting hydrogen production at 37kWh/kg. The design
 would be modular, with the potential to be scaled to hundreds of megawatts and
 integrated into industrial plants to produce sustainable future fuels.

 The scale-up design builds upon the work undertaken with AtkinsRéalis, a
 world-leading engineering, procurement and construction ("EPC") services
 group, to deliver the frontend engineering design ("FEED") for a commercial
 hydrogen production system based on Ceres' SOEC technology. This design
 provided a blueprint of the optimum system architecture for a 100MW+
 electrolyser system to produce green hydrogen. We will be validating this
 pressurised module with a demonstration project to highlight a highly
 efficient pathway to low-cost green hydrogen production for industrial
 applications.

 In parallel to our initiatives in SOEC, Ceres now has three licensees for our
 SOFC technology and our focus remains on supporting the execution of their
 respective solid oxide cell and stack manufacturing facilities through to
 start of production and first product sales using the Ceres technology.

 We expect Doosan to progress to start of production this year for its SOFC
 power modules for applications such as data centre and maritime power systems.
 Initial royalty payments to Ceres are expected by the end of 2025. This will
 be a pivotal moment in our history as these revenues will demonstrate the full
 scope of business model as our partners sell products into their end markets.

 We continue to support the system development of SOFC power modules by
 Weichai, which has a leading position in China's gas engine market, as well as
 strong presence in the stationary diesel power generation industry. Weichai
 deployed first demonstration SOFC systems of up to 100kW to first customers in
 China in December 2024.

 In February 2025, Bosch took the strategic decision to cease its development
 of SOFC cells and stacks for manufacture. Bosch stated that this decision is
 part of broader revised strategic direction and does not reflect Bosch's
 confidence in Ceres or our technology. Clearly we are disappointed that Bosch
 will discontinue its SOFC operations, but the impact on revenues for 2025 will
 be in the low single digit millions of euros.

 Market backdrop and opportunities

 Governments around the world have recognised the need to provide power
 solutions for continued economic growth. We continue to believe that our
 technologies have important roles to play. In power mode Ceres SOFC technology
 offers fuel flexibility and the highest levels of conversion from fuel to
 energy at 65% electrical efficiency in power-only mode, or greater than 90%
 when excess heat is also utilised.

 This enables key regions to support the decarbonisation of energy systems as
 natural gas is set to remain the transition fuel of choice over the medium
 term. Nations such as South Korea, China, India and Taiwan will start to
 reduce their reliance on coal in the next few years and increase adoption of
 nuclear, natural gas and renewable energy power, supported by various
 government initiatives.

 There is also high demand for energy in specific application areas, such as
 AI-driven data centres. The rise of cloud solutions, cryptocurrency and AI
 could see data centres accounting for 2,500 to 4,500 terawatt hours ("TWh") of
 global electricity demand by 2050, equivalent to 5-9% of the total. This
 demand creates greater need for gas or other sources of energy to balance out
 the intermittency of renewable energy sources.

 While progressing towards global decarbonisation, government incentives
 reflect the essential role of hydrogen in meeting this goal - either as a fuel
 of the future, as a key feedstock in a number of industrial processes or as a
 carrier of energy. Many have put in place specific hydrogen strategies to
 incentivise the production, infrastructure development and adoption of green
 hydrogen.

 For example, Japan aims to generate public and private investment in hydrogen
 worth 15 trillion yen, equivalent to around US$98 billion, over the next 15
 years, with specific reference to the hard-to-abate sectors. South Korea's
 Hydrogen Economy Roadmap for hydrogen infrastructure and commercialisation
 strategies is being backed by around US$33 billion of government funding. The
 EU is targeting the deployment of 40GW of green hydrogen electrolysis by 2030,
 committing up to €470 billion in investments up to 2050 for the hydrogen
 economy. Furthermore, its Clean Industrial Deal sets out plans to promote
 green industry as well as decarbonising heavy sectors such as steel, cement
 and chemical manufacture.

 In electrolysis mode our solid oxide technology can be operated in reverse to
 produce pure hydrogen from electricity and water. Our SOEC technology operates
 at high levels of efficiency as they can integrate waste heat from industrial
 processes to convert water to steam. This makes our technology a natural
 choice for hydrogen production for hard-to-abate industrial sectors globally.

 With our partners we are targeting industries such as steel production,
 chemical manufacturing and sustainable future fuels. These industries are
 characterised by their reliance on high-temperature processes, the need for
 energy-dense fuels, or the use of fossil fuels as feedstock. As a result, they
 are difficult to decarbonise using current renewable energy sources or
 electric alternatives alone. By 2050, around 49% of total green hydrogen
 consumption will be accounted for by these hard-to-abate industries, equating
 to approximately 191Mt per annum.

 In tandem with our technology and engineering expertise, the Ceres licensing
 model has been established to help accelerate the adoption of our
 decarbonisation technologies across these industrial sectors.

 As the technology of choice for leading global original equipment
 manufacturers ("OEM") and systems developers, Ceres offers a faster route to
 market and efficient zero-carbon hydrogen production. This saves our partners
 the time, effort and resource needed to develop their own solutions and allows
 them to focus on their strengths in industrial manufacturing and distribution.
 In return, Ceres is able to leverage the manufacturing expertise, market
 presence and balance sheets of these partners to accelerate market entry for
 our technology.

 As the geopolitical landscape shifts towards more trade barriers and tariffs,
 there will be an increased drive for localisation of production and supply
 chains. The licensing model enables Ceres to export IP across borders and to
 accelerate our technology towards becoming the industry standard.

 Outlook: building commercial traction

 Ceres continues to focus on the path to commercialisation with our partners.
 Our best-in-class solid oxide platform technology and a highly flexible
 licensing business model have attracted the biggest global manufacturers and
 systems developers looking to enter the power system and industrial
 decarbonisation markets.

 The ability to generate power from a range of different fuels at high rates of
 efficiency is one of the key differentiators of solid oxide fuel cells. We
 anticipate that the first Ceres-based products containing our technology will
 be commercially available by the end of the year from Doosan. Doosan has
 identified stationary power systems for commercial and data centre
 applications as attractive markets. As these and other markets expand for our
 SOFC products, we expect to receive growing high-margin royalties

 We will also remain focused on building our portfolio of SOEC manufacturing
 partners, targeting hard-to-abate industries that are carbon intensive and
 cannot be directly electrified. Our SOEC technology offers a highly efficient
 solution or industrial decarbonisation. While this process often involves
 lengthy and complex value chains, if nations wish to reach their net zero
 targets these industries must be decarbonised, and we have seen early momentum
 gathering behind our technology.

 As ever, none of the achievements of the past year would have been possible
 without the dedication and hard work of all the people at Ceres. I'd like to
 thank them for their contributions in delivering our technological and
 commercial successes during the year, enabling us to look ahead from a
 position of strength.

 Our clear purpose to deliver clean energy for a clean world remains our
 undiminished guiding principle, helping us to stay true to our values and to
 focus on building lasting partnerships with those who share our vision.

 I see a wealth of opportunities as the high efficiency power generation and
 hydrogen markets around the world continue to evolve. As we build on our
 commercial success and technology innovation, Ceres aims to expand its
 partnerships globally to deploy its technology at scale and pace. I remain
 confident that Ceres can establish its technology as the solid oxide industry
 standard. This will position the Company as a key technology player in these
 markets for years to come.

 Phil Caldwell

 Chief Executive Officer

 Financial review

 2024 was a record year for Ceres with two major manufacturing licence deals
 and an electrolyser systems licence announced, enabling near-term licence and
 support revenue with future royalty generation. This, along with the continued
 execution of existing agreements, has led to record revenue of £51.9 million
 (2022: £22.3 million).

 During 2024, Ceres continued its strategic investment in core technologies to
 drive future growth. With peak investment in technology development milestones
 reached in 2023, we implemented a restructuring to optimise our cost base.
 This streamlining of the business now allows us to focus on further
 commercialisation.

 Revenue

 The Group reported revenue of £51.9 million in 2024, compared with £22.3
 million in the prior year. The 132%

 growth can be mostly attributed to revenues generated from the new licence
 partners as up-front technology transfers were conducted. Revenue is a
 combination of technology transfers, development licences, engineering
 services and the provision of technology hardware. Revenue from the previously
 announced Shell test evaluation partnership will commence once the
 demonstrator is commissioned at Shell's site in Bangalore, India in Q1 2025.

 Gross margin

 Gross profit of £40.2 million in the year grew by 196% from £13.6 million in
 2023, driven by high-margin technology transfers conducted with the new
 licence partners. Consequently, gross margins were also improved at 77% (2023:
 61%), compared to the prior year. These margins remain much higher than
 industry norms due to the licensing nature of Ceres' business model.

 Other operating income

 Other operating income decreased in the year to £2.8 million (2023: £3.7
 million), which reflects the level of RDEC (R&D Expenditure Credits)
 claimed in the year compared to the prior year. This is driven by the lower
 underlying R&D spend as Ceres has passed peak investment in technology
 development.

 Operating costs

 Operating costs decreased to £74.3 million (2023: £76.6 million) as Ceres
 sustained its strategic investment

 in core technologies to drive future growth, focusing on
 electrolysis-optimised stacks and industrial-scale

 electrolyser systems. This was achieved alongside disciplined financial
 management, with a restructure

 implemented in the second half of the year following peak investments in the
 delivery of key technology development milestones and focus on further
 commercialisation. Following the restructure, the average number of persons
 employed by the Group in the year decreased to 546 (2023: 590), ending the
 year with 478 employees.

 Finance income and expense

 Finance income decreased to £5.8 million (2023: £7.1 million), which
 reflects continued strong interest rates on our bank deposits and short-term
 investments in money-market funds with a lower average cash position. We
 maintain a stringent treasury policy to balance appropriate market returns
 with the security of funds including only high investment grade, and
 diversification of, financial institutions. Finance expense decreased to £0.4
 million (2023: £1.3 million) mostly due to foreign exchange losses in 2023 of
 £0.8 million on currencies held in non-Sterling denominations which matured
 and therefore did not impact 2024.

 Taxation (charge)/credit

 Taxation charge increased to £2.4 million (2023: £0.4 million) and reflects
 payment of withholding taxes from overseas earnings. The increase can be
 attributable to the new manufacturing licence partners acquired in the year.

 Loss for the financial year

 The Group posted a loss of £28.3 million (2023: £54.0 million) for the
 period, which reflects the increase in revenue and gross margin compared to
 2023.

 Adjusted EBITDA

 Adjusted EBITDA loss for 2024 decreased to £22.3 million (2023: £50.3
 million). Adjusted EBITDA is a non-statutory measure and is detailed in the
 Alternative Performance Measures section in this review. The decreased loss is
 primarily due to the increased revenue explained above.

 Reconciliation between operating loss and adjusted EBITDA

 Management believes that presenting Adjusted EBITDA loss allows for a more
 direct comparison of the Group's performance against its peers and provides a
 better understanding of the underlying trading performance of the Group by
 excluding non-recurring, irregular and one-off costs. The Group currently
 defines Adjusted EBITDA loss as the operating loss for the year excluding
 depreciation and amortisation charges, share-based payment charges, unrealised
 losses on forward contracts and exchange gains/losses.

 Total capital investments

 Total capital investments comprises capital expenditure (plant, property and
 equipment) and capitalised development (intangible assets). In 2024, total
 capital investments declined to £6.7 million (2023: £14.7 million) mostly
 due to reducing investment requirements for our Manufacturing Excellence
 Centre in Redhill and a prioritisation of spend as we emphasised cash
 discipline during the year.

 Working capital movements

 During 2024, working capital increased by £15.7 million (2023: £10.0 million
 decrease). The two main factors were a £10.6 million increase in trade and
 other receivables, primarily due to significant partner invoice payments
 received in early 2025, and an £3.4 million net increase in contract assets
 and liabilities, reflecting revenue recognition from technology transfer
 activities with our new partners in 2024. Our continued focus on aligning
 pilot plant production with partner demand ensured that inventory levels
 remained stable.

 Cash outflow

 Cash outflow, comprising changes in cash, cash equivalents and short-term
 investments, totalled £37.5 million (2023: £42.4 million). This reduction
 reflects increased commercial activity and a focused approach to spending,
 partially offset by higher working capital requirements.

 Cash, cash equivalents and short-term investments

 The Group ends the financial year in a strong position with £102.5 million in
 cash, cash equivalents and short-term investments (2022: £140.0 million) to
 support future investment as we drive revenue growth, manage costs in a
 disciplined way and track towards profit and cash flow break-even.

 Events after the balance sheet date

 In February 2025, Bosch took the strategic decision to cease its development
 on SOFC cell and stacks for manufacture. Bosch stated that this decision is
 part of broader revised strategic direction and does not reflect Bosch's
 confidence in Ceres or our technology. Clearly we are disappointed that Bosch
 will discontinue its SOFC operations, but the impact on revenues will only be
 in the low single digit millions of euros for 2025.

 Outlook

 We end 2024 with a strong financial position and are well placed for
 significant growth in the future from existing

 licensees and future partnership prospects in both the SOFC and SOEC markets.
 We continue to invest across the

 business to build a sustainable competitive advantage in highly differentiated
 solid oxide technology, which offers our partners the potential to
 industrialise and commercialise stacks and systems with superior efficiencies,
 reliability and economics for the low-carbon power generation and green
 hydrogen markets.

 Stuart Paynter

 Chief Financial Officer

 Analyst presentation

 Ceres Power Holdings plc will be hosting a live webcast for analysts and
 investors on 21 March 2025 at 09.30 GMT. To register your interest in
 participating, please go to:

 https://sparklive.lseg.com/CeresPowerHoldingsCrawley/events/2090b911-c4ab-43ca-846a-02a55cd1f1b8/2024-full-year-results
 (https://protect.checkpoint.com/v2/___https:/sparklive.lseg.com/CeresPowerHoldingsCrawley/events/2090b911-c4ab-43ca-846a-02a55cd1f1b8/2024-full-year-results___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzo2NDQwYWMwOTJjZDljNWQ5NjA1MWQxNzMwY2ZlNTc5MTo2OjZlYjE6MWQ4MDk4NGM1NTFhYTg3YTA4YTI2ZTEzM2NiZjJjZTM0ZjA3NTFjNDBkZDA1MmY1NDM0NmNjYWU2NTM3NzhlYzpwOlQ6Tg)

 For further information visit www.ceres.tech
 (https://protect.checkpoint.com/v2/r06/___http:/www.ceres.tech___.ZXV3MjpuZXh0MTU6YzpvOmE3NWE3NzI3ZGVkZmUyMDU5MDkyYmMzY2RmY2MxNzBkOjc6OTNiODpmZTJiYjQ3OGUzNTg1NGNjZTY3YTU0OTI1ZThhY2ZiNzliNTlhYmY1ZjViOWUyODIyODE0Njk2NzBlOTI0ZTNlOnA6RjpU)
 or contact:

Ceres Power Holdings plc

 Patrick Yau/ Merryl Black                   Tel: +44 (0)7884 654 179

                                             Email: investors@cerespower.com

 MHP Group (PR Adviser)                      Tel: +44 (0)7831 406117

 Reg Hoare/James Macfarlane/Matthew Taylor   Email: ceres@mhpgroup.com (mailto:Ceres_power@fticonsulting.com)

 

 About Ceres

 Ceres is a leading developer of clean energy technology: fuel cells for power
 generation and electrolysers for the production of green hydrogen. Its
 asset-light, licensing model has seen it establish partnerships with some of
 the world's largest companies, such as Doosan, Delta, Denso, Shell, Weichai
 and Thermax. Ceres' solid oxide technology supports greater electrification of
 our energy systems and produces green hydrogen at high efficiencies as a route
 to decarbonise emissions-intensive industries such as steelmaking, ammonia and
 future fuels. Ceres is listed on the London Stock Exchange ("LSE") (LSE: CWR)
 and is classified by the LSE Green Economy Mark, which recognises listed
 companies that derive more than 50% of their activity from the green economy.
 Read more on our website www.ceres.tech or follow us on LinkedIn. Read more on
 our website www.ceres.tech
 (https://protect.checkpoint.com/v2/r06/___http:/www.ceres.tech___.ZXV3MjpuZXh0MTU6YzpvOmE3NWE3NzI3ZGVkZmUyMDU5MDkyYmMzY2RmY2MxNzBkOjc6OTNiODpmZTJiYjQ3OGUzNTg1NGNjZTY3YTU0OTI1ZThhY2ZiNzliNTlhYmY1ZjViOWUyODIyODE0Njk2NzBlOTI0ZTNlOnA6RjpU)
 or follow us on LinkedIn
 (https://protect.checkpoint.com/v2/r06/___https:/www.linkedin.com/htrufsDdhjwjx-utBjwd___.ZXV3MjpuZXh0MTU6YzpvOmE3NWE3NzI3ZGVkZmUyMDU5MDkyYmMzY2RmY2MxNzBkOjc6OTBlMjpiOGVkMDAwYmUwZDVhZDBmYzAzYjU5YjIwYjdiMGU3NDRiYzhmYzExOGFkNTg3OGQyOThjYmU3NmM1NDQyZDU1OnA6RjpU)
 .

 Chief Executive's statement

 I am proud to report that Ceres has achieved a record-breaking commercial year
 in 2024. We reached our highest annual revenue and order intake ever, thanks
 to three significant partner licence agreements. These successes highlight our
 intensified focus on commercial activities as we expand our partnership
 portfolio into new territories worldwide. Consequently, Ceres is in a robust
 financial position as we establish our technology as an industry standard.
 This will enable us to secure a growing share of both the power generation and
 green hydrogen production markets as we move towards first production and
 royalties this year.

 We have seen growing demand over the past 12 months for power solutions, which
 can utilise existing fuels such as natural gas and future fuels such as
 hydrogen to be deployed rapidly to meet the growing need of AI data centres
 and industrial power needs. In addition to our SOFC business, Ceres has
 accelerated the development of its electrolysis technologies to enter the
 rapidly expanding green hydrogen industry. Over the past three years, our
 ongoing innovation in core solid oxide technology has led to a highly
 efficient and cost-effective mode of hydrogen electrolysis for hard-to-abate
 industrial sectors, such as green steel, ammonia and synthetic fuels
 production. It is incredibly satisfying to see global manufacturing companies
 recognising this technology as a  solution for both meeting rapidly growing
 power demand and also to address industrial decarbonisation.

 A year of significant commercial progress

 Our first new manufacturing partnership and licence agreement of 2024 was
 announced in January with Taiwan's Delta Electronics. With 80,000 people
 across approximately 200 facilities, Delta is a manufacturing giant active in
 the chemicals, energy, transportation and steel sectors. This was Ceres' first
 dual licence for the production of both SOFC and SOEC stacks.

 Our expertise in high-efficiency power generation and green hydrogen
 production complements Delta's mass manufacturing capabilities, financial and
 physical resources and end-market presence. The partnership enables Delta to
 move quickly into decarbonisation solutions and complement its current
 portfolio of product servicing markets such as data centres, smart buildings,
 energy infrastructure, grid balancing and energy storage solutions. Delta is
 expected to start manufacturing by the end of 2026, with keen ambitions for
 rapid future scale-up.

 In July, we signed a SOEC manufacturing licence with Japan's Denso
 Corporation, a global Fortune 500 company employing over 160,000 people in 35
 countries and regions worldwide. The partnership will enable Denso to produce
 Ceres' stack technology under licence, leveraging Denso's expertise in system
 control and thermal management to develop technology in green hydrogen
 production. In common with other manufacturing licence partnerships, this
 agreement provides revenues for licence fees, engineering services and
 hardware over multiple years, as well as future royalty payments.

 In addition to securing two new manufacturing licences, Ceres signed its first
 SOEC system licence partnership with Thermax in September. Strategically, this
 is an important relationship for us, taking the business into a significant
 new region for decarbonisation technologies. Thermax is one of India's largest
 process equipment manufacturers with an extensive industrial portfolio that
 includes clean air, clean energy, clean water and chemical solutions. With
 industry expertise, it is ideally placed to accelerate deployment of our
 technology by engaging end users to pull the technology into hard-to-abate
 green ammonia, petrochemical and steel industries.

 Our collaboration with Shell to deploy a 1MW SOEC demonstrator was installed
 in 2024 and is now ready to produce hydrogen and to deliver important test and
 performance data. This partnership has been extended to develop of a 10MW
 pressurised module, targeting hydrogen production at 37kWh/kg. The design
 would be modular, with the potential to be scaled to hundreds of megawatts and
 integrated into industrial plants to produce sustainable future fuels.

 The scale-up design builds upon the work undertaken with AtkinsRéalis, a
 world-leading engineering, procurement and construction ("EPC") services
 group, to deliver the frontend engineering design ("FEED") for a commercial
 hydrogen production system based on Ceres' SOEC technology. This design
 provided a blueprint of the optimum system architecture for a 100MW+
 electrolyser system to produce green hydrogen. We will be validating this
 pressurised module with a demonstration project to highlight a highly
 efficient pathway to low-cost green hydrogen production for industrial
 applications.

 In parallel to our initiatives in SOEC, Ceres now has three licensees for our
 SOFC technology and our focus remains on supporting the execution of their
 respective solid oxide cell and stack manufacturing facilities through to
 start of production and first product sales using the Ceres technology.

 We expect Doosan to progress to start of production this year for its SOFC
 power modules for applications such as data centre and maritime power systems.
 Initial royalty payments to Ceres are expected by the end of 2025. This will
 be a pivotal moment in our history as these revenues will demonstrate the full
 scope of business model as our partners sell products into their end markets.

 We continue to support the system development of SOFC power modules by
 Weichai, which has a leading position in China's gas engine market, as well as
 strong presence in the stationary diesel power generation industry. Weichai
 deployed first demonstration SOFC systems of up to 100kW to first customers in
 China in December 2024.

 In February 2025, Bosch took the strategic decision to cease its development
 of SOFC cells and stacks for manufacture. Bosch stated that this decision is
 part of broader revised strategic direction and does not reflect Bosch's
 confidence in Ceres or our technology. Clearly we are disappointed that Bosch
 will discontinue its SOFC operations, but the impact on revenues for 2025 will
 be in the low single digit millions of euros.

 Market backdrop and opportunities

 Governments around the world have recognised the need to provide power
 solutions for continued economic growth. We continue to believe that our
 technologies have important roles to play. In power mode Ceres SOFC technology
 offers fuel flexibility and the highest levels of conversion from fuel to
 energy at 65% electrical efficiency in power-only mode, or greater than 90%
 when excess heat is also utilised.

 This enables key regions to support the decarbonisation of energy systems as
 natural gas is set to remain the transition fuel of choice over the medium
 term. Nations such as South Korea, China, India and Taiwan will start to
 reduce their reliance on coal in the next few years and increase adoption of
 nuclear, natural gas and renewable energy power, supported by various
 government initiatives.

 There is also high demand for energy in specific application areas, such as
 AI-driven data centres. The rise of cloud solutions, cryptocurrency and AI
 could see data centres accounting for 2,500 to 4,500 terawatt hours ("TWh") of
 global electricity demand by 2050, equivalent to 5-9% of the total. This
 demand creates greater need for gas or other sources of energy to balance out
 the intermittency of renewable energy sources.

 While progressing towards global decarbonisation, government incentives
 reflect the essential role of hydrogen in meeting this goal - either as a fuel
 of the future, as a key feedstock in a number of industrial processes or as a
 carrier of energy. Many have put in place specific hydrogen strategies to
 incentivise the production, infrastructure development and adoption of green
 hydrogen.

 For example, Japan aims to generate public and private investment in hydrogen
 worth 15 trillion yen, equivalent to around US$98 billion, over the next 15
 years, with specific reference to the hard-to-abate sectors. South Korea's
 Hydrogen Economy Roadmap for hydrogen infrastructure and commercialisation
 strategies is being backed by around US$33 billion of government funding. The
 EU is targeting the deployment of 40GW of green hydrogen electrolysis by 2030,
 committing up to €470 billion in investments up to 2050 for the hydrogen
 economy. Furthermore, its Clean Industrial Deal sets out plans to promote
 green industry as well as decarbonising heavy sectors such as steel, cement
 and chemical manufacture.

 In electrolysis mode our solid oxide technology can be operated in reverse to
 produce pure hydrogen from electricity and water. Our SOEC technology operates
 at high levels of efficiency as they can integrate waste heat from industrial
 processes to convert water to steam. This makes our technology a natural
 choice for hydrogen production for hard-to-abate industrial sectors globally.

 With our partners we are targeting industries such as steel production,
 chemical manufacturing and sustainable future fuels. These industries are
 characterised by their reliance on high-temperature processes, the need for
 energy-dense fuels, or the use of fossil fuels as feedstock. As a result, they
 are difficult to decarbonise using current renewable energy sources or
 electric alternatives alone. By 2050, around 49% of total green hydrogen
 consumption will be accounted for by these hard-to-abate industries, equating
 to approximately 191Mt per annum.

 In tandem with our technology and engineering expertise, the Ceres licensing
 model has been established to help accelerate the adoption of our
 decarbonisation technologies across these industrial sectors.

 As the technology of choice for leading global original equipment
 manufacturers ("OEM") and systems developers, Ceres offers a faster route to
 market and efficient zero-carbon hydrogen production. This saves our partners
 the time, effort and resource needed to develop their own solutions and allows
 them to focus on their strengths in industrial manufacturing and distribution.
 In return, Ceres is able to leverage the manufacturing expertise, market
 presence and balance sheets of these partners to accelerate market entry for
 our technology.

 As the geopolitical landscape shifts towards more trade barriers and tariffs,
 there will be an increased drive for localisation of production and supply
 chains. The licensing model enables Ceres to export IP across borders and to
 accelerate our technology towards becoming the industry standard.

 Outlook: building commercial traction

 Ceres continues to focus on the path to commercialisation with our partners.
 Our best-in-class solid oxide platform technology and a highly flexible
 licensing business model have attracted the biggest global manufacturers and
 systems developers looking to enter the power system and industrial
 decarbonisation markets.

 The ability to generate power from a range of different fuels at high rates of
 efficiency is one of the key differentiators of solid oxide fuel cells. We
 anticipate that the first Ceres-based products containing our technology will
 be commercially available by the end of the year from Doosan. Doosan has
 identified stationary power systems for commercial and data centre
 applications as attractive markets. As these and other markets expand for our
 SOFC products, we expect to receive growing high-margin royalties

 We will also remain focused on building our portfolio of SOEC manufacturing
 partners, targeting hard-to-abate industries that are carbon intensive and
 cannot be directly electrified. Our SOEC technology offers a highly efficient
 solution or industrial decarbonisation. While this process often involves
 lengthy and complex value chains, if nations wish to reach their net zero
 targets these industries must be decarbonised, and we have seen early momentum
 gathering behind our technology.

 As ever, none of the achievements of the past year would have been possible
 without the dedication and hard work of all the people at Ceres. I'd like to
 thank them for their contributions in delivering our technological and
 commercial successes during the year, enabling us to look ahead from a
 position of strength.

 Our clear purpose to deliver clean energy for a clean world remains our
 undiminished guiding principle, helping us to stay true to our values and to
 focus on building lasting partnerships with those who share our vision.

 I see a wealth of opportunities as the high efficiency power generation and
 hydrogen markets around the world continue to evolve. As we build on our
 commercial success and technology innovation, Ceres aims to expand its
 partnerships globally to deploy its technology at scale and pace. I remain
 confident that Ceres can establish its technology as the solid oxide industry
 standard. This will position the Company as a key technology player in these
 markets for years to come.

 Phil Caldwell

 Chief Executive Officer

 Financial review

 2024 was a record year for Ceres with two major manufacturing licence deals
 and an electrolyser systems licence announced, enabling near-term licence and
 support revenue with future royalty generation. This, along with the continued
 execution of existing agreements, has led to record revenue of £51.9 million
 (2022: £22.3 million).

 During 2024, Ceres continued its strategic investment in core technologies to
 drive future growth. With peak investment in technology development milestones
 reached in 2023, we implemented a restructuring to optimise our cost base.
 This streamlining of the business now allows us to focus on further
 commercialisation.

 Revenue

 The Group reported revenue of £51.9 million in 2024, compared with £22.3
 million in the prior year. The 132%

 growth can be mostly attributed to revenues generated from the new licence
 partners as up-front technology transfers were conducted. Revenue is a
 combination of technology transfers, development licences, engineering
 services and the provision of technology hardware. Revenue from the previously
 announced Shell test evaluation partnership will commence once the
 demonstrator is commissioned at Shell's site in Bangalore, India in Q1 2025.

 Gross margin

 Gross profit of £40.2 million in the year grew by 196% from £13.6 million in
 2023, driven by high-margin technology transfers conducted with the new
 licence partners. Consequently, gross margins were also improved at 77% (2023:
 61%), compared to the prior year. These margins remain much higher than
 industry norms due to the licensing nature of Ceres' business model.

 Other operating income

 Other operating income decreased in the year to £2.8 million (2023: £3.7
 million), which reflects the level of RDEC (R&D Expenditure Credits)
 claimed in the year compared to the prior year. This is driven by the lower
 underlying R&D spend as Ceres has passed peak investment in technology
 development.

 Operating costs

 Operating costs decreased to £74.3 million (2023: £76.6 million) as Ceres
 sustained its strategic investment

 in core technologies to drive future growth, focusing on
 electrolysis-optimised stacks and industrial-scale

 electrolyser systems. This was achieved alongside disciplined financial
 management, with a restructure

 implemented in the second half of the year following peak investments in the
 delivery of key technology development milestones and focus on further
 commercialisation. Following the restructure, the average number of persons
 employed by the Group in the year decreased to 546 (2023: 590), ending the
 year with 478 employees.

 Finance income and expense

 Finance income decreased to £5.8 million (2023: £7.1 million), which
 reflects continued strong interest rates on our bank deposits and short-term
 investments in money-market funds with a lower average cash position. We
 maintain a stringent treasury policy to balance appropriate market returns
 with the security of funds including only high investment grade, and
 diversification of, financial institutions. Finance expense decreased to £0.4
 million (2023: £1.3 million) mostly due to foreign exchange losses in 2023 of
 £0.8 million on currencies held in non-Sterling denominations which matured
 and therefore did not impact 2024.

 Taxation (charge)/credit

 Taxation charge increased to £2.4 million (2023: £0.4 million) and reflects
 payment of withholding taxes from overseas earnings. The increase can be
 attributable to the new manufacturing licence partners acquired in the year.

 Loss for the financial year

 The Group posted a loss of £28.3 million (2023: £54.0 million) for the
 period, which reflects the increase in revenue and gross margin compared to
 2023.

 Adjusted EBITDA

 Adjusted EBITDA loss for 2024 decreased to £22.3 million (2023: £50.3
 million). Adjusted EBITDA is a non-statutory measure and is detailed in the
 Alternative Performance Measures section in this review. The decreased loss is
 primarily due to the increased revenue explained above.

 Reconciliation between operating loss and adjusted EBITDA

 Management believes that presenting Adjusted EBITDA loss allows for a more
 direct comparison of the Group's performance against its peers and provides a
 better understanding of the underlying trading performance of the Group by
 excluding non-recurring, irregular and one-off costs. The Group currently
 defines Adjusted EBITDA loss as the operating loss for the year excluding
 depreciation and amortisation charges, share-based payment charges, unrealised
 losses on forward contracts and exchange gains/losses.

 Total capital investments

 Total capital investments comprises capital expenditure (plant, property and
 equipment) and capitalised development (intangible assets). In 2024, total
 capital investments declined to £6.7 million (2023: £14.7 million) mostly
 due to reducing investment requirements for our Manufacturing Excellence
 Centre in Redhill and a prioritisation of spend as we emphasised cash
 discipline during the year.

 Working capital movements

 During 2024, working capital increased by £15.7 million (2023: £10.0 million
 decrease). The two main factors were a £10.6 million increase in trade and
 other receivables, primarily due to significant partner invoice payments
 received in early 2025, and an £3.4 million net increase in contract assets
 and liabilities, reflecting revenue recognition from technology transfer
 activities with our new partners in 2024. Our continued focus on aligning
 pilot plant production with partner demand ensured that inventory levels
 remained stable.

 Cash outflow

 Cash outflow, comprising changes in cash, cash equivalents and short-term
 investments, totalled £37.5 million (2023: £42.4 million). This reduction
 reflects increased commercial activity and a focused approach to spending,
 partially offset by higher working capital requirements.

 Cash, cash equivalents and short-term investments

 The Group ends the financial year in a strong position with £102.5 million in
 cash, cash equivalents and short-term investments (2022: £140.0 million) to
 support future investment as we drive revenue growth, manage costs in a
 disciplined way and track towards profit and cash flow break-even.

 Events after the balance sheet date

 In February 2025, Bosch took the strategic decision to cease its development
 on SOFC cell and stacks for manufacture. Bosch stated that this decision is
 part of broader revised strategic direction and does not reflect Bosch's
 confidence in Ceres or our technology. Clearly we are disappointed that Bosch
 will discontinue its SOFC operations, but the impact on revenues will only be
 in the low single digit millions of euros for 2025.

 Outlook

 We end 2024 with a strong financial position and are well placed for
 significant growth in the future from existing

 licensees and future partnership prospects in both the SOFC and SOEC markets.
 We continue to invest across the

 business to build a sustainable competitive advantage in highly differentiated
 solid oxide technology, which offers our partners the potential to
 industrialise and commercialise stacks and systems with superior efficiencies,
 reliability and economics for the low-carbon power generation and green
 hydrogen markets.

 Stuart Paynter

 Chief Financial Officer

 

 

 

 

About Ceres

Ceres is a leading developer of clean energy technology: fuel cells for power
generation and electrolysers for the production of green hydrogen. Its
asset-light, licensing model has seen it establish partnerships with some of
the world's largest companies, such as Doosan, Delta, Denso, Shell, Weichai
and Thermax. Ceres' solid oxide technology supports greater electrification of
our energy systems and produces green hydrogen at high efficiencies as a route
to decarbonise emissions-intensive industries such as steelmaking, ammonia and
future fuels. Ceres is listed on the London Stock Exchange ("LSE") (LSE: CWR)
and is classified by the LSE Green Economy Mark, which recognises listed
companies that derive more than 50% of their activity from the green economy.
Read more on our website www.ceres.tech or follow us on LinkedIn. Read more on
our website www.ceres.tech
(https://protect.checkpoint.com/v2/r06/___http:/www.ceres.tech___.ZXV3MjpuZXh0MTU6YzpvOmE3NWE3NzI3ZGVkZmUyMDU5MDkyYmMzY2RmY2MxNzBkOjc6OTNiODpmZTJiYjQ3OGUzNTg1NGNjZTY3YTU0OTI1ZThhY2ZiNzliNTlhYmY1ZjViOWUyODIyODE0Njk2NzBlOTI0ZTNlOnA6RjpU)
or follow us on LinkedIn
(https://protect.checkpoint.com/v2/r06/___https:/www.linkedin.com/htrufsDdhjwjx-utBjwd___.ZXV3MjpuZXh0MTU6YzpvOmE3NWE3NzI3ZGVkZmUyMDU5MDkyYmMzY2RmY2MxNzBkOjc6OTBlMjpiOGVkMDAwYmUwZDVhZDBmYzAzYjU5YjIwYjdiMGU3NDRiYzhmYzExOGFkNTg3OGQyOThjYmU3NmM1NDQyZDU1OnA6RjpU)
.

 

 

Chief Executive's statement

I am proud to report that Ceres has achieved a record-breaking commercial year
in 2024. We reached our highest annual revenue and order intake ever, thanks
to three significant partner licence agreements. These successes highlight our
intensified focus on commercial activities as we expand our partnership
portfolio into new territories worldwide. Consequently, Ceres is in a robust
financial position as we establish our technology as an industry standard.
This will enable us to secure a growing share of both the power generation and
green hydrogen production markets as we move towards first production and
royalties this year.

We have seen growing demand over the past 12 months for power solutions, which
can utilise existing fuels such as natural gas and future fuels such as
hydrogen to be deployed rapidly to meet the growing need of AI data centres
and industrial power needs. In addition to our SOFC business, Ceres has
accelerated the development of its electrolysis technologies to enter the
rapidly expanding green hydrogen industry. Over the past three years, our
ongoing innovation in core solid oxide technology has led to a highly
efficient and cost-effective mode of hydrogen electrolysis for hard-to-abate
industrial sectors, such as green steel, ammonia and synthetic fuels
production. It is incredibly satisfying to see global manufacturing companies
recognising this technology as a  solution for both meeting rapidly growing
power demand and also to address industrial decarbonisation.

A year of significant commercial progress

Our first new manufacturing partnership and licence agreement of 2024 was
announced in January with Taiwan's Delta Electronics. With 80,000 people
across approximately 200 facilities, Delta is a manufacturing giant active in
the chemicals, energy, transportation and steel sectors. This was Ceres' first
dual licence for the production of both SOFC and SOEC stacks.

Our expertise in high-efficiency power generation and green hydrogen
production complements Delta's mass manufacturing capabilities, financial and
physical resources and end-market presence. The partnership enables Delta to
move quickly into decarbonisation solutions and complement its current
portfolio of product servicing markets such as data centres, smart buildings,
energy infrastructure, grid balancing and energy storage solutions. Delta is
expected to start manufacturing by the end of 2026, with keen ambitions for
rapid future scale-up.

In July, we signed a SOEC manufacturing licence with Japan's Denso
Corporation, a global Fortune 500 company employing over 160,000 people in 35
countries and regions worldwide. The partnership will enable Denso to produce
Ceres' stack technology under licence, leveraging Denso's expertise in system
control and thermal management to develop technology in green hydrogen
production. In common with other manufacturing licence partnerships, this
agreement provides revenues for licence fees, engineering services and
hardware over multiple years, as well as future royalty payments.

In addition to securing two new manufacturing licences, Ceres signed its first
SOEC system licence partnership with Thermax in September. Strategically, this
is an important relationship for us, taking the business into a significant
new region for decarbonisation technologies. Thermax is one of India's largest
process equipment manufacturers with an extensive industrial portfolio that
includes clean air, clean energy, clean water and chemical solutions. With
industry expertise, it is ideally placed to accelerate deployment of our
technology by engaging end users to pull the technology into hard-to-abate
green ammonia, petrochemical and steel industries.

Our collaboration with Shell to deploy a 1MW SOEC demonstrator was installed
in 2024 and is now ready to produce hydrogen and to deliver important test and
performance data. This partnership has been extended to develop of a 10MW
pressurised module, targeting hydrogen production at 37kWh/kg. The design
would be modular, with the potential to be scaled to hundreds of megawatts and
integrated into industrial plants to produce sustainable future fuels.

The scale-up design builds upon the work undertaken with AtkinsRéalis, a
world-leading engineering, procurement and construction ("EPC") services
group, to deliver the frontend engineering design ("FEED") for a commercial
hydrogen production system based on Ceres' SOEC technology. This design
provided a blueprint of the optimum system architecture for a 100MW+
electrolyser system to produce green hydrogen. We will be validating this
pressurised module with a demonstration project to highlight a highly
efficient pathway to low-cost green hydrogen production for industrial
applications.

In parallel to our initiatives in SOEC, Ceres now has three licensees for our
SOFC technology and our focus remains on supporting the execution of their
respective solid oxide cell and stack manufacturing facilities through to
start of production and first product sales using the Ceres technology.

We expect Doosan to progress to start of production this year for its SOFC
power modules for applications such as data centre and maritime power systems.
Initial royalty payments to Ceres are expected by the end of 2025. This will
be a pivotal moment in our history as these revenues will demonstrate the full
scope of business model as our partners sell products into their end markets.

We continue to support the system development of SOFC power modules by
Weichai, which has a leading position in China's gas engine market, as well as
strong presence in the stationary diesel power generation industry. Weichai
deployed first demonstration SOFC systems of up to 100kW to first customers in
China in December 2024.

In February 2025, Bosch took the strategic decision to cease its development
of SOFC cells and stacks for manufacture. Bosch stated that this decision is
part of broader revised strategic direction and does not reflect Bosch's
confidence in Ceres or our technology. Clearly we are disappointed that Bosch
will discontinue its SOFC operations, but the impact on revenues for 2025 will
be in the low single digit millions of euros.

Market backdrop and opportunities

Governments around the world have recognised the need to provide power
solutions for continued economic growth. We continue to believe that our
technologies have important roles to play. In power mode Ceres SOFC technology
offers fuel flexibility and the highest levels of conversion from fuel to
energy at 65% electrical efficiency in power-only mode, or greater than 90%
when excess heat is also utilised.

This enables key regions to support the decarbonisation of energy systems as
natural gas is set to remain the transition fuel of choice over the medium
term. Nations such as South Korea, China, India and Taiwan will start to
reduce their reliance on coal in the next few years and increase adoption of
nuclear, natural gas and renewable energy power, supported by various
government initiatives.

There is also high demand for energy in specific application areas, such as
AI-driven data centres. The rise of cloud solutions, cryptocurrency and AI
could see data centres accounting for 2,500 to 4,500 terawatt hours ("TWh") of
global electricity demand by 2050, equivalent to 5-9% of the total. This
demand creates greater need for gas or other sources of energy to balance out
the intermittency of renewable energy sources.

While progressing towards global decarbonisation, government incentives
reflect the essential role of hydrogen in meeting this goal - either as a fuel
of the future, as a key feedstock in a number of industrial processes or as a
carrier of energy. Many have put in place specific hydrogen strategies to
incentivise the production, infrastructure development and adoption of green
hydrogen.

For example, Japan aims to generate public and private investment in hydrogen
worth 15 trillion yen, equivalent to around US$98 billion, over the next 15
years, with specific reference to the hard-to-abate sectors. South Korea's
Hydrogen Economy Roadmap for hydrogen infrastructure and commercialisation
strategies is being backed by around US$33 billion of government funding. The
EU is targeting the deployment of 40GW of green hydrogen electrolysis by 2030,
committing up to €470 billion in investments up to 2050 for the hydrogen
economy. Furthermore, its Clean Industrial Deal sets out plans to promote
green industry as well as decarbonising heavy sectors such as steel, cement
and chemical manufacture.

In electrolysis mode our solid oxide technology can be operated in reverse to
produce pure hydrogen from electricity and water. Our SOEC technology operates
at high levels of efficiency as they can integrate waste heat from industrial
processes to convert water to steam. This makes our technology a natural
choice for hydrogen production for hard-to-abate industrial sectors globally.

With our partners we are targeting industries such as steel production,
chemical manufacturing and sustainable future fuels. These industries are
characterised by their reliance on high-temperature processes, the need for
energy-dense fuels, or the use of fossil fuels as feedstock. As a result, they
are difficult to decarbonise using current renewable energy sources or
electric alternatives alone. By 2050, around 49% of total green hydrogen
consumption will be accounted for by these hard-to-abate industries, equating
to approximately 191Mt per annum.

In tandem with our technology and engineering expertise, the Ceres licensing
model has been established to help accelerate the adoption of our
decarbonisation technologies across these industrial sectors.

As the technology of choice for leading global original equipment
manufacturers ("OEM") and systems developers, Ceres offers a faster route to
market and efficient zero-carbon hydrogen production. This saves our partners
the time, effort and resource needed to develop their own solutions and allows
them to focus on their strengths in industrial manufacturing and distribution.
In return, Ceres is able to leverage the manufacturing expertise, market
presence and balance sheets of these partners to accelerate market entry for
our technology.

As the geopolitical landscape shifts towards more trade barriers and tariffs,
there will be an increased drive for localisation of production and supply
chains. The licensing model enables Ceres to export IP across borders and to
accelerate our technology towards becoming the industry standard.

Outlook: building commercial traction

Ceres continues to focus on the path to commercialisation with our partners.
Our best-in-class solid oxide platform technology and a highly flexible
licensing business model have attracted the biggest global manufacturers and
systems developers looking to enter the power system and industrial
decarbonisation markets.

The ability to generate power from a range of different fuels at high rates of
efficiency is one of the key differentiators of solid oxide fuel cells. We
anticipate that the first Ceres-based products containing our technology will
be commercially available by the end of the year from Doosan. Doosan has
identified stationary power systems for commercial and data centre
applications as attractive markets. As these and other markets expand for our
SOFC products, we expect to receive growing high-margin royalties

We will also remain focused on building our portfolio of SOEC manufacturing
partners, targeting hard-to-abate industries that are carbon intensive and
cannot be directly electrified. Our SOEC technology offers a highly efficient
solution or industrial decarbonisation. While this process often involves
lengthy and complex value chains, if nations wish to reach their net zero
targets these industries must be decarbonised, and we have seen early momentum
gathering behind our technology.

As ever, none of the achievements of the past year would have been possible
without the dedication and hard work of all the people at Ceres. I'd like to
thank them for their contributions in delivering our technological and
commercial successes during the year, enabling us to look ahead from a
position of strength.

Our clear purpose to deliver clean energy for a clean world remains our
undiminished guiding principle, helping us to stay true to our values and to
focus on building lasting partnerships with those who share our vision.

I see a wealth of opportunities as the high efficiency power generation and
hydrogen markets around the world continue to evolve. As we build on our
commercial success and technology innovation, Ceres aims to expand its
partnerships globally to deploy its technology at scale and pace. I remain
confident that Ceres can establish its technology as the solid oxide industry
standard. This will position the Company as a key technology player in these
markets for years to come.

 

 

Phil Caldwell

Chief Executive Officer

 

 

Financial review

2024 was a record year for Ceres with two major manufacturing licence deals
and an electrolyser systems licence announced, enabling near-term licence and
support revenue with future royalty generation. This, along with the continued
execution of existing agreements, has led to record revenue of £51.9 million
(2022: £22.3 million).

During 2024, Ceres continued its strategic investment in core technologies to
drive future growth. With peak investment in technology development milestones
reached in 2023, we implemented a restructuring to optimise our cost base.
This streamlining of the business now allows us to focus on further
commercialisation.

Revenue

The Group reported revenue of £51.9 million in 2024, compared with £22.3
million in the prior year. The 132%

growth can be mostly attributed to revenues generated from the new licence
partners as up-front technology transfers were conducted. Revenue is a
combination of technology transfers, development licences, engineering
services and the provision of technology hardware. Revenue from the previously
announced Shell test evaluation partnership will commence once the
demonstrator is commissioned at Shell's site in Bangalore, India in Q1 2025.

Gross margin

Gross profit of £40.2 million in the year grew by 196% from £13.6 million in
2023, driven by high-margin technology transfers conducted with the new
licence partners. Consequently, gross margins were also improved at 77% (2023:
61%), compared to the prior year. These margins remain much higher than
industry norms due to the licensing nature of Ceres' business model.

Other operating income

Other operating income decreased in the year to £2.8 million (2023: £3.7
million), which reflects the level of RDEC (R&D Expenditure Credits)
claimed in the year compared to the prior year. This is driven by the lower
underlying R&D spend as Ceres has passed peak investment in technology
development.

Operating costs

Operating costs decreased to £74.3 million (2023: £76.6 million) as Ceres
sustained its strategic investment

in core technologies to drive future growth, focusing on
electrolysis-optimised stacks and industrial-scale

electrolyser systems. This was achieved alongside disciplined financial
management, with a restructure

implemented in the second half of the year following peak investments in the
delivery of key technology development milestones and focus on further
commercialisation. Following the restructure, the average number of persons
employed by the Group in the year decreased to 546 (2023: 590), ending the
year with 478 employees.

 

Finance income and expense

Finance income decreased to £5.8 million (2023: £7.1 million), which
reflects continued strong interest rates on our bank deposits and short-term
investments in money-market funds with a lower average cash position. We
maintain a stringent treasury policy to balance appropriate market returns
with the security of funds including only high investment grade, and
diversification of, financial institutions. Finance expense decreased to £0.4
million (2023: £1.3 million) mostly due to foreign exchange losses in 2023 of
£0.8 million on currencies held in non-Sterling denominations which matured
and therefore did not impact 2024.

Taxation (charge)/credit

Taxation charge increased to £2.4 million (2023: £0.4 million) and reflects
payment of withholding taxes from overseas earnings. The increase can be
attributable to the new manufacturing licence partners acquired in the year.

Loss for the financial year

The Group posted a loss of £28.3 million (2023: £54.0 million) for the
period, which reflects the increase in revenue and gross margin compared to
2023.

Adjusted EBITDA

Adjusted EBITDA loss for 2024 decreased to £22.3 million (2023: £50.3
million). Adjusted EBITDA is a non-statutory measure and is detailed in the
Alternative Performance Measures section in this review. The decreased loss is
primarily due to the increased revenue explained above.

Reconciliation between operating loss and adjusted EBITDA

Management believes that presenting Adjusted EBITDA loss allows for a more
direct comparison of the Group's performance against its peers and provides a
better understanding of the underlying trading performance of the Group by
excluding non-recurring, irregular and one-off costs. The Group currently
defines Adjusted EBITDA loss as the operating loss for the year excluding
depreciation and amortisation charges, share-based payment charges, unrealised
losses on forward contracts and exchange gains/losses.

Total capital investments

Total capital investments comprises capital expenditure (plant, property and
equipment) and capitalised development (intangible assets). In 2024, total
capital investments declined to £6.7 million (2023: £14.7 million) mostly
due to reducing investment requirements for our Manufacturing Excellence
Centre in Redhill and a prioritisation of spend as we emphasised cash
discipline during the year.

Working capital movements

During 2024, working capital increased by £15.7 million (2023: £10.0 million
decrease). The two main factors were a £10.6 million increase in trade and
other receivables, primarily due to significant partner invoice payments
received in early 2025, and an £3.4 million net increase in contract assets
and liabilities, reflecting revenue recognition from technology transfer
activities with our new partners in 2024. Our continued focus on aligning
pilot plant production with partner demand ensured that inventory levels
remained stable.

Cash outflow

Cash outflow, comprising changes in cash, cash equivalents and short-term
investments, totalled £37.5 million (2023: £42.4 million). This reduction
reflects increased commercial activity and a focused approach to spending,
partially offset by higher working capital requirements.

Cash, cash equivalents and short-term investments

The Group ends the financial year in a strong position with £102.5 million in
cash, cash equivalents and short-term investments (2022: £140.0 million) to
support future investment as we drive revenue growth, manage costs in a
disciplined way and track towards profit and cash flow break-even.

Events after the balance sheet date

In February 2025, Bosch took the strategic decision to cease its development
on SOFC cell and stacks for manufacture. Bosch stated that this decision is
part of broader revised strategic direction and does not reflect Bosch's
confidence in Ceres or our technology. Clearly we are disappointed that Bosch
will discontinue its SOFC operations, but the impact on revenues will only be
in the low single digit millions of euros for 2025.

 

Outlook

We end 2024 with a strong financial position and are well placed for
significant growth in the future from existing

licensees and future partnership prospects in both the SOFC and SOEC markets.
We continue to invest across the

business to build a sustainable competitive advantage in highly differentiated
solid oxide technology, which offers our partners the potential to
industrialise and commercialise stacks and systems with superior efficiencies,
reliability and economics for the low-carbon power generation and green
hydrogen markets.

 

Stuart Paynter

Chief Financial Officer

 

 CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME

 For the year ended 31 December 2024

 

                                                                     31 December 2024  31 December 2023
                                                               Note  £'000             £'000

 Revenue                                                       2     51,891            22,324
 Cost of sales                                                       (11,727)          (8,770)
 Gross profit                                                        40,164            13,554
 Other operating income(1)                                           2,846             3,665
 Operating costs                                               3     (74,327)          (76,620)
 Operating loss                                                      (31,317)          (59,401)
 Finance income                                                4     5,807             7,079
 Finance expense                                               4     (362)             (1,287)
 Loss before taxation                                                (25,872)          (53,609)
 Taxation (charge)/credit                                      5     (2,433)           (399)
 Loss for the financial period and total comprehensive loss          (28,305)          (54,008)

 Loss per £0.10 ordinary share expressed in pence per share:
 Basic and diluted loss per share                              6     (14.64)p          (28.03)p

 

 The accompanying notes are an integral part of these consolidated financial
 statements.

 (1) Other operating income relates to grant income and the Group's RDEC tax
 credit.

( )

 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 As at 31 December 2024

 

                                                        31 December 2024  31 December 2023
                                                  Note  £'000             £'000
 Assets
 Non-current assets
 Property, plant and equipment                    7     23,584            25,882
 Right-of-use assets                              8     1,834             2,141
 Intangible assets                                9     19,974            19,054
 Investment in associate                                2,218             2,350
 Other receivables                                11    741               741
 Total non-current assets                               48,351            50,168

 Current assets
 Inventories                                      10    2,756             2,825
 Contract assets                                  2     8,208             1,575
 Other current assets                             12    1,430             1,193
 Derivative financial instruments                 16    8                 8
 Current tax receivable                                 ꟷ                 771
 Trade and other receivables                      11    17,885            9,876
 Short-term investments                           13    54,971            90,249
 Cash and cash equivalents                        13    47,494            49,707
 Total current assets                                   132,752           156,204

 Liabilities
 Current liabilities
 Trade and other payables                         14    (3,538)           (4,983)
 Contract liabilities                             2     (10,682)          (7,469)
 Other current liabilities                        15    (6,825)           (6,301)
 Derivative financial instruments                 16    ꟷ                 (99)
 Lease liabilities                                17    (731)             (694)
 Provisions                                       18    (441)             (647)
 Total current liabilities                              (22,217)          (20,193)
 Net current assets                                     110,535           136,011

 Non-current liabilities
 Lease liabilities                                17    (1,492)           (1,902)
 Other non-current liabilities                    15    (1,221)           (1,360)
 Provisions                                       19    (2,340)           (2,282)
 Total non-current liabilities                          (5,053)           (5,544)
 Net assets                                             153,833           180,635

 Equity attributable to the owners of the parent
 Share capital                                    19    19,370            19,297
 Share premium                                          406,650           406,184
 Capital redemption reserve                             3,449             3,449
 Merger reserve                                         7,463             7,463
 Accumulated losses                                     (283,099)         (255,758)
 Total equity                                           153,833           180,635

 

 The accompanying notes are an integral part of these consolidated financial
 statements.

 

 CONSOLIDATED CASH FLOW STATEMENT

 For the year ended 31 December 2024

 

                                                                 Note

                                                                        31 December 2024     31 December 2023
                                                                       £'000                £'000
 Cash flows from operating activities
 Loss before taxation                                                  (25,872)             (53,609)

 Adjustments for:
 Finance income                                                        (5,807)              (7,079)
 Finance expense                                                       362                  1,287
 Depreciation of property, plant and equipment                         7,472                7,461
 Depreciation of right-of-use assets                                   710                  641
 Amortisation of intangible assets                                     1,374                1,024
 Net foreign exchange loss/(gains)                                     79                   (232)
 Net change in fair value of financial instruments                     (99)                 143
 Share-based payments charge                                           964                  67
 Operating cash flows before movements in working capital              (20,817)             (50,297)
 (Increase)/decrease in trade and other receivables                    (8,757)              6,356
 Decrease in inventories                                               69                   2,889
 (Decrease)/increase in trade and other payables                       (1,809)              1,847
 Increase in contract assets                                           (6,633)              (1,175)
 Increase in contract liabilities                                      3,213                106
 Decrease in provisions                                                (188)                (536)
 Net cash used in operations                                           (34,790)             (40,810)
 Taxation (paid)/received                                              (1,019)              6,911
 Net cash used in operating activities                                 (35,941)             (33,899)

 Investing activities
 Proceeds received on disposal of property, plant and equipment        ꟷ                    225
 Purchase of property, plant and equipment                             (4,449)              (7,922)
 Capitalised development expenditure                                   (2,294)              (6,800)
 Decrease in short-term investments                                    32,537               21,168
 Finance income received                                               8,469                5,616
 Net cash used in investing activities                                 34,263               12,287

 Financing activities
 Proceeds from issuance of ordinary shares                             539                  809
 Repayment of lease liabilities                                        (774)                (658)
 Interest paid                                                         (243)                (393)
 Net cash generated from/(used by) financing activities                (478)                (242)

 Net decrease in cash and cash equivalents                             (2,156)              (21,854)
 Exchange loss on cash and cash equivalents                            (57)                 (223)
 Cash and cash equivalents at beginning of period                      49,707               71,784
 Cash and cash equivalents at end of period                      13    47,494               49,707

 

 The accompanying notes are an integral part of these consolidated financial
 statements.

 

 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 For the year ended 31 December 2024

 

                                     Share     Share     Capital redemption reserve  Merger    Accumulated losses  Total

                                     capital   premium                               reserve
                                     £'000     £'000     £'000                       £'000     £'000               £'000
 At 1 January 2023                   19,209    405,463   3,449                       7,463     (201,817)           233,767

 Comprehensive income
 Loss for the financial year         ꟷ         ꟷ         ꟷ                           ꟷ         (54,008)            (54,008)
 Total comprehensive loss            ꟷ         ꟷ         ꟷ                           ꟷ         (54,008)            (54,008)

 Transactions with owners
 Issue of shares, net of costs       88        721       ꟷ                           ꟷ         ꟷ                   809
 Share-based payments charge         ꟷ         ꟷ         ꟷ                           ꟷ         67                  67
 Total transactions with owners      88        721       ꟷ                           ꟷ         67                  876
 At 31 December 2023                 19,297    406,184   3,449                       7,463     (255,758)           180,635

 Comprehensive income
 Loss for the financial period       ꟷ         ꟷ         ꟷ                           ꟷ         (28,305)            (28,305)
 Total comprehensive loss            ꟷ         ꟷ         ꟷ                           ꟷ         (28,305)            (28,305)

 Transactions with owners
 Issue of shares                     73        466       ꟷ                           ꟷ         ꟷ                   539
 Share-based payments charge         ꟷ         ꟷ         ꟷ                           ꟷ         964                 964
 Total transactions with owners      73        466       ꟷ                           ꟷ         964                 1,503
 At 31 December 2024                 19,370    406,650   3,449                       7,463     (283,099)           153,833

 

 The accompanying notes are an integral part of these consolidated financial
 statements.

 

 1.     Basis of preparation

 The financial information presented in this final results announcement has
 been prepared in accordance with the recognition and measurement requirements
 of UK adopted international accounting standards ("IFRS") as issued by the
 International Accounting Standards Board ("IASB"). The principal accounting
 policies adopted in the preparation of the financial information in this
 announcement are unchanged from those used in the company's statutory
 financial statements for the year ended 31 December 2024. Whilst the financial
 information included in this announcement has been computed in accordance with
 the recognition and measurement requirements of IFRS, this announcement does
 not itself contain sufficient disclosures to comply with IFRS.

 The financial information contained in this final results statement does not
 constitute statutory financial statements as defined by in Section 434 of the
 Companies Act 2006. The financial information has been extracted from the
 financial statements for the year ended 31 December 2024 which have been
 approved by the Board of Directors, and the comparative figures for the year
 ended 31 December 2023 are based on the financial statements for that year.

 The financial statements for 2023 have been delivered to the Registrar of
 Companies and the 2024 financial statements will be delivered after the Annual
 General Meeting on 15 May 2025. The Auditor has reported on both sets of
 accounts without qualification, did not draw attention to any matters by way
 of emphasis without qualifying their report, and did not contain a statement
 under Section 498(2) or 498(3) of the Companies Act 2006. The Directors
 confirm that, to the best of their knowledge, this condensed set of
 consolidated financial statements has been prepared in accordance with the LSE
 Rules.

 Going Concern

 The Group has reported a loss after tax for the year ended 31 December 2024 of
 £28.3 million (2023: £54.0 million) and net cash used in operating
 activities of £35.9 million (2023: £33.9 million). At 31 December 2024, the
 Group held cash and cash equivalents and investments of £102.5 million (31
 December 2023: £140.0 million).

 The Directors have prepared monthly budgets and cash flow projections that
 extend up to 31 December 2026. The forecast operating cash will be lower in
 2025 compared to 2024 following the Group's restructuring. Future projections
 include management's expectations of the further investment in R&D
 projects, new product development and capital investment as the Group sustains
 its competitive advantage in licensing fuel cell and electrolysis
 technologies. Within these projections the Group has considered the
 termination by Bosch which does not adversely impact the going concern
 assessment. Future cash inflows reflects management's expectations of revenue
 from existing and new licensee partners in both the power and green hydrogen
 markets.

 The projections were stress tested by applying different scenarios in line
 with the Group's viability scenarios including a slower intake of future
 licensee partners leading to a loss of significant future revenue and a
 resulting cost mitigation. In each case the projections demonstrated that the
 Group is expected to have sufficient cash reserves to meet its liabilities as
 they fall due and to continue as a going concern for at least a period of 12
 months. For the above reasons, the Directors continue to adopt the going
 concern basis in preparing the consolidated financial statements.

 Critical accounting judgements and key sources of estimation uncertainty

 In the application of the Group's accounting policies, management is required
 to make judgements, estimates and assumptions about the carrying amounts of
 assets and liabilities that are not readily apparent from other sources.

 In preparing the consolidated financial statements, the areas where judgement
 has been exercised remain consistent with those applied to the annual report
 and accounts for the year ended 31 December 2023.

 

 2. Revenue

 The Group's revenue is disaggregated by geographical market, major
 product/service lines, and timing of revenue recognition:

 Geographical market

 

                 31 December 2024         31 December 2023
                £'000                    £'000
 Europe         8,689                    12,394
 Asia           43,064                   9,589
 North America  138                      341
                51,891                   22,324

 

 For the year ended 31 December 2024, the Group has identified three major
 customers (defined as customers that individually contributed more than 10% of
 the Group's total revenue) that accounted for approximately 44%, 26% and 13%
 of the Group's total revenue recognised in the year (year ended 31 December
 2023: two customers that accounted for approximately 51% and 36% of the
 Group's total revenue for that year).

 Major product/service lines

 

                                        31 December 2024        31 December 2023

                                                               Restated(1)
                                       £'000                   £'000
 Provision of technology hardware      6,938                   5,726
 Engineering services and licences(1)  44,953                  16,598
                                       51,891                  22,324

 

 (1)Following changes to how information is presented to the Chief Operating
 Decisions Makers (CODM), in 2024 revenue from engineering services and
 licences is no longer disaggregated. The Group has restated the presentation
 of major product/service lines for the year ended 31 December 2023.

 Timing of transfer of goods and services

 

                                                        31 December 2024      31 December 2023
                                                       £'000                 £'000
 Products and services transferred at a point in time  33,030                6,544
 Products and services transferred over time           18,861                15,780
                                                       51,891                22,324

 

 The contract-related assets and liabilities are as follows:

 

                                                  31 December 2024  31 December 2023  1 January

                                                                                      2023
                                                  £'000             £'000             £'000
 Trade receivables                          11    9,872             3,422             11,825
 Contract assets - accrued income                 7,333             1,575             400
 Contract assets - deferred contract costs        875               ꟷ                 ꟷ
 Total contract related assets                    18,080            4,997             12,225

 Contract liabilities - deferred income           (10,682)          (7,469)           (7,363)

 

 3. Operating costs

 

 Operating costs can be analysed as follows:
                                              31 December 2024     31 December 2023
                                              £'000               £'000
 Research and development costs               48,531              54,034
 Administrative expenses                      18,014              17,681
 Commercial                                   7,782               4,905
                                              74,327              76,620

 

 4. Finance income and expenses

 

                                                                           31 December 2024      31 December 2023
                                                                          £'000                 £'000
 Interest income on cash, cash equivalents and investments                5,807                 7,079
 Finance income                                                           5,807                 7,079

 Interest paid                                                            ꟷ                     (99)
 Interest on lease liability                                              (243)                 (248)
 Unwinding of discount on provisions                                      (40)                  (89)
 Other finance costs                                                      ꟷ                     (46)
 Foreign exchange loss on cash, cash equivalents and short-term deposits  (79)                  (805)
 Interest expense                                                         (362)                 (1,287)

 

 5. Taxation

 A tax charge has arisen as a result of expenditure surrendered and claimed
 under the SME R&D regime in the prior year and foreign tax and withholding
 tax arising on licence income received from customers based in China, South
 Korea and Taiwan.

 

                                          31 December 2024      31 December 2023
                                         £'000                 £'000
 UK corporation tax                      ꟷ                     ꟷ
 Foreign tax suffered                    2,445                 334
 Adjustment in respect of prior periods  (12)                  65
                                         2,433                 399

 

 6. Loss per share

 

                                                             31 December 2024   31 December 2023
                                                             £'000             £'000
 Loss for the financial period attributable to shareholders  (28,305)          (54,008)

 Weighted average number of shares in issue                  193,321,401       192,651,782

 Loss per £0.10 ordinary share (basic and diluted)           (14.64)p          (28.03)p

 

 7. Property, plant and equipment

 

                            Leasehold improvements                                                                     Assets under construction

                             £'000                  Plant and machinery   Computer equipment   Fixtures and fittings    £'000

£'000
£'000

                                                                                               £'000                                              Total

                                                                                                                                                  £'000
 Cost
 At 1 January 2023          7,134                   26,229                1,935                276                     7,080                      42,654
 Additions                  1,318                   3,647                 164                  115                     1,937                      7,181
 Transfers                  511                     2,009                 ꟷ                    ꟷ                       (2,520)                    ꟷ
 Disposal                   (150)                   (568)                 (57)                 ꟷ                       (68)                       (843)
 At 31 December 2023        8,813                   31,317                2,042                391                     6,429                      48,992
 Additions                  554                     2,786                 29                   ꟷ                       1,805                      5,174
 Transfers                  32                      2,357                 ꟷ                    ꟷ                       (2,389)                    ꟷ
 Disposals                  (215)                   (195)                 (102)                (6)                     ꟷ                          (518)
 At 31 December 2024        9,184                   36,265                1,969                385                     5,845                      53,648

 Accumulated depreciation
 At 1 January 2023          2,730                   11,901                1,403                233                     ꟷ                          16,267
 Charge for the year        1,264                   5,783                 379                  35                      ꟷ                          7,461
 Depreciation on disposals  (150)                   (411)                 (57)                 ꟷ                       ꟷ                          (618)
 At 31 December 2023        3,844                   17,273                1,725                268                     ꟷ                          23,110
 Charge for the year        1,564                   5,635                 224                  49                      ꟷ                          7,472
 Depreciation on disposals  (215)                   (195)                 (102)                (6)                     ꟷ                          (518)
 At 31 December 2024        5,193                   22,713                1,847                311                     ꟷ                          30,064

 Net book value
 At 31 December 2024        3,991                   13,552                122                  74                      5,845                      23,584
 At 31 December 2023        4,969                   14,044                317                  123                     6,429                      25,882
 At 1 January 2023          4,404                   14,328                532                  43                      7,080                      26,387

 

 'Assets under construction' represents the cost of purchasing, constructing
 and installing property, plant and equipment ahead of their productive use.
 The category is temporary, pending completion of the assets and their transfer
 to the appropriate and permanent category of property, plant and equipment. As
 such, no depreciation is charged on assets under construction.

 Assets under construction primarily comprise plant and machinery and leasehold
 improvements related to the Group's manufacturing and testing facilities.

 

 8. Right of use assets

 

                                Land and Buildings  Computer equipment  Electric   Total

                                                                        vehicles
                                £'000               £'000               £'000      £'000
 Cost
 At 1 January 2023              4,523               43                  ꟷ          4,566
 Additions                      168                 ꟷ                   ꟷ          168
 Adjustment to lease term       (33)                ꟷ                   ꟷ          (33)
 At 31 December 2023            4,658               43                  ꟷ          4,701
 Additions                      ꟷ                   ꟷ                   290        290
 Disposals                      ꟷ                   ꟷ                   (38)       (38)
 Adjustment to contracted rent  145                 ꟷ                   ꟷ          145
 At 31 December 2024            4,803               43                  252        5,098

 Accumulated depreciation
 At 1 January 2023              1,895               24                  ꟷ          1,919
 Charge for the year            627                 14                  ꟷ          641
 At 31 December 2023            2,522               38                  ꟷ          2,560
 Charge for the year            648                 5                   57         710
 Disposals                      ꟷ                   ꟷ                   (6)        (6)
 At 31 December 2024            3,170               43                  51         3,264

 Net book value
 At 31 December 2024            1,633               ꟷ                   201        1,834
 At 31 December 2023            2,136               5                   ꟷ          2,141
 At 1 January 2023              2,628               19                  ꟷ          2,647

 

 The lease liabilities are detailed in Note 17.

 

 9. Intangible assets

 

                           Internal developments in relation to manufacturing site  Internal development programmes              Patent costs

£'000

                            £'000                                                   £'000                            Perpetual                 Total

                                                                                                                     software                  £'000

                                                                                                                     licences

                                                                                                                     £'000
 Cost
 At 1 January 2023         411                                                      13,747                           525         852           15,535
 Additions                 ꟷ                                                        6,443                            ꟷ           357           6,800
 At 31 December 2023       411                                                      20,190                           525         1,209         22,335
 Additions                 ꟷ                                                        2,010                            ꟷ           284           2,294
 At 31 December 2024       411                                                      22,200                           525         1,493         24,629

 Accumulated amortisation
 At 1 January 2023         246                                                      1,786                            148         77            2,257
 Charge for the year       82                                                       728                              137         77            1,024
 At 31 December 2023       328                                                      2,514                            285         154           3,281
 Charge for the year       83                                                       1,019                            124         148           1,374
 At 31 December 2024       411                                                      3,533                            409         302           4,655

 Net book value
 At 31 December 2024       ꟷ                                                        18,667                           116         1,191         19,974
 At 31 December 2023       83                                                       17,676                           240         1,055         19,054
 At 1 January 2023         165                                                      11,961                           377         775           13,278

 

 he internal development intangible relates to the design, development and
 configuration of the Group's core solid oxide cell and system technology.
 Amortisation of capitalised development commences once the developed
 technology is complete and is available for use. The net book value of
 internal development programmes that are not available for use at 31 December
 2024 are £812,000 (2023: £16,376,000). The significant decrease from 2023 is
 due to the 640 programme meeting the criteria for cessation of capitalisation
 in line with IAS 38. Amortisation of the 640 programme commenced in 2024.

 

 10. Inventories

 

                   31 December 2024    31 December 2023
                   £'000               £'000
 Raw materials     1,621               1,648
 Work in progress  759                 787
 Finished goods    376                 390
 Total inventory   2,756               2,825

 

 Inventories have reduced which reflects the stacks shipped to customers and
 the use of stacks for internal R&D projects, particularly the SOEC
 demonstrator.

 

 11. Trade and other receivables

 

                    31 December 2024    31 December 2023
 Current:           £'000               £'000
 Trade receivables  9,872               3,422
 VAT receivable     1,120               2,273
 RDEC receivable    6,790               4,008
 Other receivables  103                 172
                    17,885              9,876
 Non-current:
 Other receivables  741                 741

 

 The RDEC receivable is a receivable from the UK Government for the Group's
 2023 and 2024 RDEC claim. Of the amount outstanding as at 31 December 2024,
 £3,486,000 was received in January 2025.

 

 12. Other current assets

 

              31 December 2024    31 December 2023
              £'000               £'000
 Prepayments  1,430               1,193
              1,430               1,193

 

 13. Net cash and cash equivalents, short-term and long-term investments

 

                                            31 December 2024    31 December 2023
                                            £'000               £'000
 Cash at bank and in hand                   10,338              7,063
 Money market funds                         37,156              42,644
 Cash and cash equivalents                  47,494              49,707

 Short-term investments                     54,971              90,249
 Cash and cash equivalents and investments  102,465             139,956

( )

 The Group typically places surplus funds into pooled money market funds with
 same day access and bank deposits with durations of up to 24 months. The
 Group's treasury policy restricts investments in short-term sterling money
 market funds to those which carry short-term credit ratings of at least two of
 AAAm (Standard & Poor's), Aaa-mf (Moody's) and AAAmmf (Fitch) and deposits
 with banks with minimum long-term rating of A-/A3/A and short-term rating of
 A-2/P-2/F-1 for banks which the UK Government holds less than 10% ordinary
 equity.

 

 14. Trade and other payables

 

                 31 December 2024    31 December 2023
 Current:        £'000               £'000
 Trade payables  2,007               3,624
 Other payables  1,531               1,359
                 3,583               4,983

 

 15. Other current liabilities

 

                  31 December 2024    31 December 2023
                  £'000               £'000
 Current:
 Accruals         6,581               5,933
 Deferred income  244                 368
                  6,825               6,301
 Non-current:
 Deferred income  1,221               1,360

 

 Deferred income consists of grant income and RDEC tax credits deferred in
 relation to associated development costs which have been capitalised as an
 intangible asset. Grant income is recognised in the Consolidated Statement of
 Profit and Loss in the same period as the expenditure to which the grant
 relates.

 

 16. Derivative financial instruments

 

                                                                      Fair value  Carrying amount    Fair value         Carrying amount    Fair value

                                                                      hierarchy   31 December 2024   31 December 2024   31 December 2023   31 December 2023

                                                                                  £'000              £'000              £'000              £'000
 Financial assets measured at fair value through profit or loss
 Forward exchange contracts                                           Level 2     8                  8                  1                  1
 Currency swap contract                                               Level 2     ꟷ                  ꟷ                  7                  7
 Total derivative assets                                                          8                  8                  8                  8

 Financial liabilities measured at fair value through profit or loss
 Forward exchange contracts                                           Level 2     ꟷ                  ꟷ                  (99)               (99)
 Total derivative liabilities                                                     ꟷ                  ꟷ                  (99)               (99)

 

 17.  Lease liabilities

 

                                     31 December 2024  31 December 2023
                                     £'000             £'000

 At the start of the period          2,596             3,124
 New finance leases recognised       290               66
 Lease payments                      (1,017)           (906)
 Interest expense                    243               248
 Adjustment to lease term            111               64
 At the end of the period            2,223             2,596

 Current                             731               694
 Non-current                         1,492             1,902
 Total at the end of the period      2,223             2,596

 

 18.  Provisions

 

                                                                  Property Dilapidations                                             Total

                                                                                              Warranties       Contract Losses
                                                                  £'000                       £'000            £'000                 £'000
 At 1 January 2023                                                2,105                       875              54                    3,034
 Movements in the Consolidated Statement of Profit and Loss:
 Unused amounts reversed                                          ꟷ                           (553)            (10)                  (563)
 Unwinding of discount                                            89                          ꟷ                ꟷ                     89
 Increase in provision(1)                                         88                          281              ꟷ                     369
 At 31 December 2023                                              2,282                       603              44                    2,929
 Movements in the Consolidated Statement of Profit and Loss:
 Unused amounts reversed                                          ꟷ                           (206)            ꟷ                     (206)
 Unwinding of discount                                            40                          ꟷ                ꟷ                     40
 Increase in provision                                            18                          ꟷ                ꟷ                     18
 At 31 December 2024                                              2,340                       397              44                    2,781

 Current                                                          ꟷ                           397              44                    441
 Non-current                                                      2,340                       ꟷ                ꟷ                     2,340
 At 31 December 2024                                              2,340                       397              44                    2,781

 Current                                                          ꟷ                           603              44                    647
 Non-current                                                      2,282                       ꟷ                ꟷ                     2,282
 At 31 December 2023                                              2,282                       603              44                    2,929

 

 19. Share capital

 

                                                                            31 December 2024                 31 December 2023
                                                                            Number of £0.10   £'000          Number of £0.10

Ordinary
Ordinary

shares
shares           £'000
 Allotted and fully paid
 At 1 January                                                               192,968,096       19,297         192,086,775       19,209
 Allotted £0.10 Ordinary shares on exercise of employee share options       731,284           73             881,321           88
 At 31 December                                                             193,699,380       19,370         192,968,096       19,297

 

 During the year ended 31 December 2023, 731,284 ordinary £0.10 shares were
 allotted for cash consideration of £538,913 on the exercise of employee share
 options (31 December 2023: 881,321 ordinary £0.10 shares were allotted for
 cash consideration of £799,684).

 

 Reserves

 The Consolidated Statement of Financial Position includes a merger reserve and
 a capital redemption reserve. The merger reserve represents a reserve arising
 on consolidation using book value accounting for the acquisition of Ceres
 Power Limited at 1 July 2004. The reserve represents the difference between
 the book value and the nominal value of the shares issued by the Company to
 acquire Ceres Power Limited. The capital redemption reserve was created in the
 year ended 30 June 2014 when 86,215,662 deferred ordinary shares of £0.04
 each were cancelled.

 20. Events after the balance sheet date

 In February 2025, Bosch took the strategic decision to cease its development
 on SOFC cell and stacks for manufacture. Bosch stated that this decision is
 part of broader revised strategic direction and does not reflect Bosch's
 confidence in Ceres or our technology. Clearly we are disappointed that Bosch
 will discontinue its SOFC operations, but the impact on revenues will only be
 in the low single digit millions of euros for 2025.

 21. Capital commitments

 Capital expenditure that has been contracted for but has not been provided for
 in the consolidated financial statements amounts to £725,000 as at 31
 December 2024 (31 December 2023: £5,671,000). The reduction reflects the
 progress made during the year with the Group's planned test expansion and the
 successful implementation of the second generation platform and associated
 assets. £2,600,000 worth of commitments have been removed as work is no
 longer expected to be completed.

 22. Related party transactions

 As at 31 December 2024 the Group's related parties were its Directors and RFC
 Power Ltd. Major shareholders have been considered in the Director's Report
 and it was concluded that they do not meet the definition of a related party
 in line with IAS 24 'Related Party Disclosures'.

 During the year ended 31 December 2024 one Director exercised 380,424 share
 options under the Ceres Power Holdings plc 2004 Employees' Share Option
 Scheme. The Director sold 282,077 shares and retained 98,347 shares.

 During the year ended 31 December 2023 two Directors sold 141,313 2004
 Employee Shareholder Status (ESS) shares in Ceres Power Intermediate Holdings
 Ltd and received 92,864 Ceres Power Holdings plc shares in consideration in
 addition to the linked ESS options.

 Transactions between the Group and RFC Power Ltd, being an associated entity
 of the Group, comprised engineering consultancy services provided by the Group
 to RFC Power for the value of £410,000 (31 December 2023: £574,000) in
 return for equity share capital.

 

 Reconciliation between operating loss and Adjusted EBITDA

 Management believes that presenting Adjusted EBITDA loss allows for a more
 direct comparison of the Group's performance against its peers and provides a
 better understanding of the underlying performance of the Group by excluding
 non-recurring, irregular and one-off costs. The Group currently defines
 Adjusted EBITDA loss as the operating loss for the period excluding
 depreciation and amortisation charges, share-based payment charges, unrealised
 losses on forward contracts and exchange gains/losses.

 

                                         31 December 2024  31 December 2023

                                         £'000             £'000
 Operating loss                          (31,317)          (59,401)
 Depreciation and amortisation           8,029             9,126
 Share-based payment charges             964               67
 Unrealised losses on forward contracts  136               143
 Exchange gains                          (99)              (232)
 Adjusted EBITDA                         (22,287)          (50,297)

 

 Statement of Director's Responsibility

 The responsibility statement below has been prepared in connection with the
 annual report and financial statements for the year ended 31 December 2024.
 Certain parts thereof are not included within this Preliminary Announcement.
 The Directors confirm that to the best of their knowledge:

 ·      The financial statements, prepared in accordance with the
 applicable set of accounting standards, give a true and fair view of the
 assets, liabilities, financial position and profit or loss of the Company and
 the undertakings included in the consolidation taken as a whole; and

 ·      The strategic report, contained within the annual report and
 financial statements for the year ended 31 December 2024, includes a fair
 review of the development and performance of the business and the position of
 the Company and the undertakings included in the consolidation taken as a
 whole, together with a description of the principal risks and uncertainties
 that they face.

 The directors are responsible for the maintenance and integrity of the
 corporate and financial information included on the Ceres website at
 https://www.ceres.tech
 (https://protect.checkpoint.com/v2/r06/___https:/www.ceres.tech___.ZXV3MjpuZXh0MTU6YzpvOmE3NWE3NzI3ZGVkZmUyMDU5MDkyYmMzY2RmY2MxNzBkOjc6NjgzNDo2MDE2OTIzNDUxNzhkYjMyMmY2NmMwN2M0OTVlY2U0MzBiODNlMDIzYjdhZjU5ZWE1MGYwOTEyM2YzYzMwMTM3OnA6RjpU)
 . Legislation in the United Kingdom governing the preparation and
 dissemination of financial statements may differ from legislation in other
 jurisdiction.

 

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