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REG - Ceres Power Holdings - Final results for the year ended 31 December 2025

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RNS Number : 1577Y  Ceres Power Holdings plc  26 March 2026

 CWR.L

 26 March 2026

 Ceres Power Holdings plc

 Final results for the year ended 31 December 2025

 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 2025.

 Financial highlights

 •   Strong cash and short-term investments position of £83.3 million
 (2024: £102.5 million) with continued disciplined cash management driving a
 reduced cash outflow of £19.2 million (2024: £37.5 million).

 •      Revenue of £32.6 million (2024: £51.9 million), a decrease of
 37%.

 •      Gross profit of £22.7 million (2024: £40.2 million),
 maintaining sector-leading gross margin of 70% (2024: 77%).

 •      First royalties were generated, representing a key milestone for
 the Company.

 Strategic highlights

 •      China - Weichai signs manufacturing licence agreement. Weichai
 intends to produce cells and stacks for the stationary power markets,
 targeting power for AI data centres, commercial buildings and industrial
 applications.

 •      Taiwan - Delta invests in land on which to build its solid oxide
 fuel and electrolysis cell factory. The purchase of land and factory
 facilities for approximately NT$6.95 billion (£170 million), expected to be
 partly focused on the large-scale manufacturing of hydrogen energy solutions
 for data centre power, microgrid and other energy infrastructure applications.

 •      South Korea - Doosan starts factory production of solid oxide
 fuel cells and stacks. Ceres designed fuel cells are now in production, with
 first royalties generated.

 •     Japan - Ceres' partner DENSO and JERA began testing Japan's first
 solid oxide electrolysis demonstrator for hydrogen production at a JERA
 thermal power station, leading to government funding valued at 35 billion yen,
 approximately £165 million.

 •     India - Shell megawatt-scale electrolysis system produces hydrogen.
 Exceeding performance expectations, this milestone underlines the maturity of
 Ceres' solid oxide electrolyser technology, supported by Shell's installation,
 integration and safety assurance expertise.

 •     Business transformation plan implemented. Ceres transitions to a
 new structure as the business to focus on accelerating its commercial
 opportunities. Team structures have been aligned to support the growth of
 new business, delivering anticipated operating cost savings of 20% in 2026.

 Outlook

 •      Current contracted group revenue for 2026 is approximately £45m
 before any new business.

 Phil Caldwell, Chief Executive Officer of Ceres, said:

 "In 2025 our first partner achieved scaled production, unlocking Ceres' first
 royalties, a significant milestone for the business. We sharpened our
 commercial focus to address rising demands for power generation and advanced
 our solid oxide technology toward becoming the industry standard, setting a
 strong foundation for a successful 2026."

 Ends

Financial Summary

                     2025      2024
                     £'000     £'000
 Total revenue, comprising:             32,643    51,891
 Engineering services and licences      22,244    44,953
 Provision of technology hardware       10,289    6,938
 Royalties                              110       ꟷ

 Gross profit                           22,704    40,164
 Gross margin %                         70%       77%

 Adjusted EBITDA loss(1)                (32,522)  (22,287)
 Operating loss                         (47,621)  (31,317)

 Net cash used in operating activities  (20,070)  (35,941)
 Net cash and investments               83,272    102,465

 1. 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 26 March 2026 at 09.30 GMT. To register your interest in
 participating, please register at:

 https://www.investormeetcompany.com/ceres-power-holdings-plc/register-investor

 For further information visit www.ceres.tech (http://www.ceres.tech) or
 contact:

Ceres Power Holdings plc

 Merryl Black              Tel: +44 (0)7770 853 463

                           Email: investors@cerespower.com

 

 About Ceres

 Ceres is a leading developer of clean energy technology: fuel cells for power
 generation and electrolysers to produce 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, including AI data centres, commercial and industrial applications,
 and produces green hydrogen at high efficiencies as a route to decarbonise
 emissions-intensive industries such as ammonia, steelmaking, and electrofuels.
 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 (http://www.ceres.tech) or follow us on LinkedIn
 (https://www.linkedin.com/company/ceres-power/) .

 Chief Executive's statement

 Iam pleased to report on another year of progress as we continue to deliver
 on our ambitions to establish our solid oxide technology as the industry
 standard for both power generation and hydrogen production. The year had its
 challenges as Bosch withdrew from its SOFC activities following a strategic
 shift and there was a slowdown in the demand for hydrogen solutions.
 Nonetheless, we intensified our focus on commercial activities and made
 meaningful progress in positioning Ceres at the heart of emerging markets for
 power solutions for commercial, industrial and data centre markets. Our focus
 on disciplined execution, clarity of purpose and partner-centric ways of
 working is now creating tangible commercial momentum.

 Power markets are undergoing structural change

 Around the world, electrification, digitalisation and AI are transforming
 power demand. Nowhere is this clearer than in AI enabled data centres, which
 have become one of the fastest growing and most energy intensive sectors of
 the global economy. Structural grid constraints, long lead times
 for conventional generation and rising environmental pressures are driving
 operators to look for alternative, high-efficiency power technologies.

 Customers tell us consistently that they need faster time-to-power, high
 electrical efficiency and meaningful heat integration, low local emissions and
 24/7 reliability, with systems that can scale quickly.

 Ceres' solid oxide systems meet these needs well. As data centre operators
 expand capacity globally, including major investments announced in the UK by
 Microsoft, Google, OpenAI/NScale and Blackstone, the near-term commercial
 opportunity for high-efficiency SOFC systems continues to grow.

 Importantly, the same fundamentals underpin opportunities in commercial
 buildings, industrial campuses, microgrids and other distributed power
 markets, strengthening our confidence in the scale of demand our partners can
 serve.

 This growth dynamic presents distinct and significant near-term opportunities
 for Ceres SOFCs given the many advantages over conventional power generation
 systems, such as gas turbines, diesel reciprocating engines and renewable
 energy. In comparison, SOFCs can offer the highest rates of energy efficiency
 coupled with virtually zero particulate emissions and high reliability, making
 them a natural choice for these markets. In addition to these attractive
 features, SOFCs can now offer a compelling advantage that other energy systems
 cannot - rapid time-to-power. Wait times for higher power systems are now
 significant: up to 15 years for upgraded grid connections; exceeding five
 years for gas turbines; and at least a decade for small modular nuclear power
 systems. The more rapid availability of SOFC systems is now becoming a key
 differentiating factor in the data centre power market (see our Technology
 section on page 16 for additional details).

 Our analysis, based on BloombergNEF estimates, suggests that the market for
 SOFC power could be around 22GW by 2030, representing a substantial market for
 our technology. This represents a substantial market for our technology, with
 Ceres' ability to meet that demand delivered through the scale-up of our
 manufacturing partners.

 Aclear step forward in commercial delivery

 For almost 25 years, Ceres has invested in building world-leading solid oxide
 technology. In 2025, that investment translated into some of the most
 important milestones in our history. We saw our technology move from
 development to production and our commercial strategy sharpen around
 the markets that offer the greatest near-term opportunity.

 We achieved a significant milestone in July 2025, when Doosan commenced mass
 market manufacture of fuel cell stacks using Ceres' technology at its first of
 akind 50MW facility in South Korea. This represents a validation of both our
 technology leadership and our asset-light IP licensing model. These early
 shipments generated our first royalty revenues, marking the beginning of a
 scalable, high-margin future income stream.

 Momentum continued across our partner ecosystem. Delta Electronics advanced
 at pace towards establishing large-scale manufacturing in Taiwan, targeting AI
 enabled data centres, commercial buildings, industrial facilities and
 microgrid applications.

 During the year Delta acquired land and factory facilities in Taiwan for
 approximately £170 million, expected to be partly focused on the large-scale
 manufacturing of hydrogen energy solutions, based on Ceres' solid oxide
 technology. Delta continues to move at pace and with clear commitment to
 initial pilot production based on our technology by the end of 2026.

 In November 2025 we announced that we had signed a new manufacturing licence
 agreement for the production of our proprietary SOFC technology with Weichai
 Power, a global original equipment manufacturer and power systems developer,
 headquartered in Shandong, China. Weichai intends to establish a manufacturing
 facility to produce cells and stacks for the stationary power markets
 supported by key components supplied by Ceres, targeting power for AI data
 centres, commercial buildings and industrial applications.

 This agreement extends our existing relationship with Weichai, which we
 anticipate will open up a multi-billion-dollar market opportunity and boosts
 our ambition to establish Ceres as the global industry standard for solid
 oxide.

 Hydrogen: progress with discipline and purpose

 While industry-wide progress on large-scale electrolysis projects has been
 slower than anticipated, our own SOEC programme continued to advance in 2025.

 At Shell's Technology Centre in Bangalore, our first megawatt-scale
 demonstrator produced hydrogen at industry-leading efficiency, a major proof
 point of the cost and performance advantages of high-temperature electrolysis.
 With a class-leading electrolyser module efficiency of 37kWh/kg of hydrogen
 from a 1MW plant, this equates to potential production capacity of around
 600kg of hydrogen per day. This milestone marks an important step,
 demonstrating the maturity of Ceres' solid oxide electrolyser technology,
 supported by Shell's installation, integration and safety assurance expertise.

 After completing its technology transfer programme during 2025, SOEC
 manufacturing partner DENSO announced in September that it had begun Japan's
 first demonstration of SOEC hydrogen production at a JERA (Japan's largest
 power generation company) thermal power station. This aims to achieve hydrogen
 production with the world's highest level electrolysis efficiency by applying
 DENSO's heat-management technology. The project, which is due to run until
 2032, is valued at 46 billion yen (c.£220 million), with significant
 government subsidies from Japan's New Energy and Industrial Technology
 Development Organisation (NEDO) of up to 35 billion yen (c.£165 million).

 In India, Thermax continued its rapid progress, following the launch of its
 HydroGenX Hub in Pune, our partner broke ground earlier this year on its SOEC
 pilot plant, a very clear commitment to deploying Ceres' technology in one of
 the world's most strategically important markets for clean energy
 in industrial applications.

 These milestones reinforce the long-term relevance of our technology as we
 expect industrial decarbonisation to gather pace towards the end of this
 decade.

 In addition to the significant progress being achieved with current partners,
 we have also been working hard to ensure that our technology remains an
 attractive proposition for future manufacturing partners. Our latest design is
 astack that can generate power or produce hydrogen from the same core cell
 and stack platform and enables partners to build both fuel cell and
 electrolysis stacks using the same manufacturing facility, allowing them to
 leverage their investment in our technology to access the power markets now
 and electrolysis markets in the future. I believe that this is a key
 differentiator for us and our technology, positioning us as the global leader
 in solid oxide energy solutions.

 Market dynamics create new opportunities

 In parallel to the AI enabled data centre market, other attractive power
 applications continue to mature for Ceres through our partners. These include
 distributed power provision through microgrids; combined heat, power and
 cooling applications for buildings; and auxiliary power systems for marine
 vessels. These nascent markets continue to be supported by favourable tax
 credit and other incentives to adopt next-generation clean technologies, such
 as fuel cells. Key regions where these are available include the US (30%
 Investment Tax Credit under Section 48E of the One Big Beautiful Bill for fuel
 cell adoption), South Korea (the Green New Deal aims to achieve fuel cell
 deployment of 15GW by 2040, supported by tax and other incentives) and Japan
 (Green Transformation policies supporting the hydrogen economy, including the
 development of large-scale stationary fuel cell power stations).

 While progress in our power business accelerated in 2025, securing final
 investment decisions for hydrogen electrolysis projects has undoubtedly been a
 challenge for the industry, exacerbated by macroeconomic headwinds. However,
 as we refocus our commercial activities on the near-term opportunities, we
 remain confident that the structural impetus to decarbonise industrial
 processes will continue to drive the market over the longer term and that this
 will stimulate the industry to adopt more advanced clean technologies such
 as solid oxide.

 Executing our business transformation plan

 During 2025 we defined new strategic priorities that underpin the sharper
 commercial focus we have brought to the business (see page 20 for more
 details). To ensure we are set up for success, we are optimising the business
 and have initiated a business transformation plan, which started in September
 2025. This will realign our resources to new market opportunities by the end
 of 2026 and consolidate our platform for further growth.

 The objectives of this programme are to simplify the organisation, embed
 accountable ways of working and align resources with the commercial markets
 that matter most.

 By the end of 2026, we expect to have:

 ·      Realigned Ceres into focused, delivery driven teams;

 ·      Strengthened partner-centric values and behaviours across the
 organisation;

 ·      Reduced operating costs by around 20% compared to the year ending
 31 December 2025;

 ·      Supported partners on their path to manufacturing scale-up and
 product launch;

 ·      Enhanced our capability to secure new licensing agreements; and

 ·      Commercially launched our best-in-class, dual-purpose stack
 platform serving both power and hydrogen markets, consolidating development
 onto a unified technology platform ready for scale.

 Now is the right time for us to take these actions to optimise the business
 and I firmly believe that successful completion will ensure that we operate
 with the scale, pace, discipline and clarity required for commercial success.

 Outlook

 The final words in my review of the year are dedicated to the people at Ceres.
 Without doubt, 2025 started as a challenging year for us following the Bosch
 announcement in February 2025 and a wider slowdown in hydrogen adoption. I am,
 however, very pleased with the manner in which we responded as a business,
 demonstrating purpose and professionalism as we refocused on new and evolving
 market dynamics represented by the growth in power. I would like to thank
 everyone at Ceres for the ongoing commitment and dedication they showed over
 the past year. Not only have our teams come together to overcome the
 challenges of a turbulent year to deliver key milestones for the business, but
 they have also embraced the changes we are putting in place to drive our
 next chapter of growth.

 Although we are conscious of the uncertainties arising from the war in Iran
 and its impact on global energy markets, we start 2026 with strong operational
 momentum. We have generated our first royalty revenues and are seeing growing
 demand across commercial and industrial power markets - particularly in the
 rapidly expanding data centre sector. Solid oxide technology is increasingly
 viewed as a high-efficiency, low emission and fast-to-deploy solution for
 resilient power. We remain well positioned for electrolysis for green hydrogen
 as we anticipate industrial demand will accelerate as global decarbonisation
 policies mature towards the end of this decade.

 Our sharper commercial focus and strategic pillars aligned during the year
 with the resurgence of demand in the power markets, I am confident that we are
 well positioned to capitalise on the growth in the power markets today and the
 hydrogen electrolysis markets of tomorrow.

 As we enter our 25th year, Ceres is firmly positioned for a new era:
 establishing our technology platform as the industry standard for solid oxide,
 embedding partner-centric values throughout the organisation and maintaining
 absolute focus on commercial execution. Together with our partners, we are
 moving to market with real pace and unlocking the next phase of growth for
 Ceres.

 Phil Caldwell

 Chief Executive Officer

 Financial review

 2025 has been a pivotal year for Ceres, marking our transition from a
 primarily R&D first organisation to a business firmly focusing on its
 commercial phase. Building on the record performance achieved in 2024, we have
 advanced each of our key partnerships towards factory completion and the start
 of mass manufacturing of Ceres' solid oxide cells. Importantly, we recognised
 our first royalty income as Doosan commenced production and sales of Ceres
 fuel cells, and we deepened our longstanding relationship with Weichai through
 anew manufacturing licence agreement signed in November.

 As we move into this next stage of growth, we are maintaining a disciplined
 approach to cost management. Across the business, we continued to focus on
 operating efficiency, prioritising investment in areas that drive commercial
 scaling while taking a rigorous approach to controlling overheads and
 optimising our cost base.

 Revenue

 Revenue for 2025 was £32.6 million, compared with £51.9 million in the prior
 year. The reduction primarily reflects the timing of revenues recognised in
 2024, when up‑front technology transfer activities were completed for our
 new manufacturing licence partners, Delta and DENSO. Our revenue comprises
 technology transfers, development licences, engineering services, the
 provision of technology hardware and, for the first time, royalties as Doosan
 begun commercial production. Licence revenues from the manufacturing licence
 agreement signed with Weichai in November 2025 will begin to be recognised in
 the first half of 2026.

 Gross margin

 Gross profit of £22.7 million in the year fell by 43% from £40.2 million in
 2024, as a result of high-margin technology transfers conducted with Delta and
 DENSO in 2024. Despite the lower revenue base, our gross margin remained
 strong at 70% (2024: 77%), illustrating the resilience of our licensing‑led
 business model and the continued benefits of disciplined cost management.

 Other operating income

 Other operating income was 11% higher than last year at £3.2 million (2024:
 £2.8 million), which reflects the level of RDEC (R&D expenditure credits)
 claimed in the year. As Ceres has now passed the peak of its technology
 development investment cycle, we expect this to gradually reduce as our focus
 shifts towards the execution and delivery of commercial programmes.

 Operating costs (non-exceptional)

 Operating costs reduced to £70.1 million (2024: £74.3 million) as we focused
 strategic investment on our core product platform to support future commercial
 growth. This was delivered alongside disciplined financial management,
 including a restructuring programme implemented in the second half of the
 year. Following this restructure, the average number of employees decreased to
 462 (2024: 546), with the Group ending the year at 353 employees.

 Exceptional operating costs

 Exceptional operating costs relate to a settlement paid to a supplier for a
 contractual dispute (£1.4 million) and an obligation arising from the
 termination of a supplier contract (£2.0 million).

 Finance income and expense

 Finance income decreased to £4.1 million (2024: £5.8 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 increased to £0.6
 million (2024: £0.4 million) driven by the unwinding of a finance component
 of a customer contract, £0.3 million.

 Taxation charge

 Taxation charge decreased to £1.2 million (2024: £2.4 million) and reflects
 payment of withholding taxes from overseas earnings. The decrease can be
 attributed to the up-front licence fees recognised in the prior year from the
 new manufacturing licence partners acquired in 2024.

 Loss for the financial year

 The Group posted a loss of £47.5 million (2024: £28.3 million) for the
 period, which reflects the decrease in revenue and gross margin compared to
 2024.

 Adjusted EBITDA

 Adjusted EBITDA loss for 2025 increased to £32.5 million (2024: £22.3
 million). Adjusted EBITDA is a non-statutory measure and is detailed in the
 Alternative Performance Measures section in this review.  The increased loss
 is primarily due to the decreased 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,
 exceptional costs outside the regular course of business, 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 2025, total
 capital investments declined to £1.9 million (2024: £6.7 million),
 representing completion in intangible investment culminating in the launch of
 our single stack platform.

 Working capital movements

 During 2025 working capital decreased by £17.4 million (2024: increase of
 £15.7 million), due to significant partner invoice receipts in January 2025,
 recognised as receivables in 2024. Our continued focus on aligning pilot plant
 production with partner demand ensured that inventory levels remained stable.

 Cash outflow

 Cash outflow (change in cash, cash equivalents and short-term investments) was
 £19.2 million (2024: £37.5 million). This significant reduction was
 supported by substantial partner receipts early in the year and reflects our
 continued discipline in managing expenditure. As we progress through the
 commercialisation phase, maintaining tight control of cash remains a core
 priority, ensuring we allocate resources effectively while preserving balance
 sheet strength.

 Cash, cash equivalents and short-term investments

 The Group ends the financial year in a strong position with £83.3 million in
 cash, cash equivalents and short-term investments (2024: £102.5 million) to
 support future investment as we drive revenue growth, manage costs and
 expenditure in a disciplined way, and track towards profit and cash flow
 break-even.

 Events after the balance sheet date

 After the year end, Ceres agreed and paid a settlement of £2.0 million with a
 third party in connection with the early termination of a contract.

 Outlook

 We enter 2026 with strong operational momentum and a clear line of sight to
 the next phase of Ceres' commercial growth. Our partners continue to make
 meaningful progress towards the start of mass production, with factory
 readiness advancing across our global network.

 In parallel, 2025 marked an important milestone as we recognised our first
 royalties from Doosan's commercial launch. This represents the beginning of a
 scalable, high‑margin revenue stream that will grow as additional partners
 commence production. Maintaining this momentum is a key focus for the year
 ahead.

 The launch of our single stack platform further strengthens our product
 offering and expands the opportunity for both existing and future partners.
 With a robust technology roadmap, a disciplined operating model and a
 portfolio of partners approaching commercial scale, Ceres is well positioned
 to capture long‑term value from the global transition to efficient,
 low‑carbon power and green hydrogen solutions.

 Stuart Paynter

 Chief Financial Officer

 

 About Ceres

 Ceres is a leading developer of clean energy technology: fuel cells for power
 generation and electrolysers to produce 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, including AI data centres, commercial and industrial applications,
 and produces green hydrogen at high efficiencies as a route to decarbonise
 emissions-intensive industries such as ammonia, steelmaking, and electrofuels.
 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 (http://www.ceres.tech) or follow us on LinkedIn
 (https://www.linkedin.com/company/ceres-power/) .

 Chief Executive's statement

 I am pleased to report on another year of progress as we continue to deliver
 on our ambitions to establish our solid oxide technology as the industry
 standard for both power generation and hydrogen production. The year had its
 challenges as Bosch withdrew from its SOFC activities following a strategic
 shift and there was a slowdown in the demand for hydrogen solutions.
 Nonetheless, we intensified our focus on commercial activities and made
 meaningful progress in positioning Ceres at the heart of emerging markets for
 power solutions for commercial, industrial and data centre markets. Our focus
 on disciplined execution, clarity of purpose and partner-centric ways of
 working is now creating tangible commercial momentum.

 Power markets are undergoing structural change

 Around the world, electrification, digitalisation and AI are transforming
 power demand. Nowhere is this clearer than in AI enabled data centres, which
 have become one of the fastest growing and most energy intensive sectors of
 the global economy. Structural grid constraints, long lead times
 for conventional generation and rising environmental pressures are driving
 operators to look for alternative, high-efficiency power technologies.

 Customers tell us consistently that they need faster time-to-power, high
 electrical efficiency and meaningful heat integration, low local emissions and
 24/7 reliability, with systems that can scale quickly.

 Ceres' solid oxide systems meet these needs well. As data centre operators
 expand capacity globally, including major investments announced in the UK by
 Microsoft, Google, OpenAI/NScale and Blackstone, the near-term commercial
 opportunity for high-efficiency SOFC systems continues to grow.

 Importantly, the same fundamentals underpin opportunities in commercial
 buildings, industrial campuses, microgrids and other distributed power
 markets, strengthening our confidence in the scale of demand our partners can
 serve.

 This growth dynamic presents distinct and significant near-term opportunities
 for Ceres SOFCs given the many advantages over conventional power generation
 systems, such as gas turbines, diesel reciprocating engines and renewable
 energy. In comparison, SOFCs can offer the highest rates of energy efficiency
 coupled with virtually zero particulate emissions and high reliability, making
 them a natural choice for these markets. In addition to these attractive
 features, SOFCs can now offer a compelling advantage that other energy systems
 cannot - rapid time-to-power. Wait times for higher power systems are now
 significant: up to 15 years for upgraded grid connections; exceeding five
 years for gas turbines; and at least a decade for small modular nuclear power
 systems. The more rapid availability of SOFC systems is now becoming a key
 differentiating factor in the data centre power market (see our Technology
 section on page 16 for additional details).

 Our analysis, based on BloombergNEF estimates, suggests that the market for
 SOFC power could be around 22GW by 2030, representing a substantial market for
 our technology. This represents a substantial market for our technology, with
 Ceres' ability to meet that demand delivered through the scale-up of our
 manufacturing partners.

 A clear step forward in commercial delivery

 For almost 25 years, Ceres has invested in building world-leading solid oxide
 technology. In 2025, that investment translated into some of the most
 important milestones in our history. We saw our technology move from
 development to production and our commercial strategy sharpen around
 the markets that offer the greatest near-term opportunity.

 We achieved a significant milestone in July 2025, when Doosan commenced mass
 market manufacture of fuel cell stacks using Ceres' technology at its first of
 a kind 50MW facility in South Korea. This represents a validation of both our
 technology leadership and our asset-light IP licensing model. These early
 shipments generated our first royalty revenues, marking the beginning of a
 scalable, high-margin future income stream.

 Momentum continued across our partner ecosystem. Delta Electronics advanced
 at pace towards establishing large-scale manufacturing in Taiwan, targeting AI
 enabled data centres, commercial buildings, industrial facilities and
 microgrid applications.

 During the year Delta acquired land and factory facilities in Taiwan for
 approximately £170 million, expected to be partly focused on the large-scale
 manufacturing of hydrogen energy solutions, based on Ceres' solid oxide
 technology. Delta continues to move at pace and with clear commitment to
 initial pilot production based on our technology by the end of 2026.

 In November 2025 we announced that we had signed a new manufacturing licence
 agreement for the production of our proprietary SOFC technology with Weichai
 Power, a global original equipment manufacturer and power systems developer,
 headquartered in Shandong, China. Weichai intends to establish a manufacturing
 facility to produce cells and stacks for the stationary power markets
 supported by key components supplied by Ceres, targeting power for AI data
 centres, commercial buildings and industrial applications.

 This agreement extends our existing relationship with Weichai, which we
 anticipate will open up a multi-billion-dollar market opportunity and boosts
 our ambition to establish Ceres as the global industry standard for solid
 oxide.

 Hydrogen: progress with discipline and purpose

 While industry-wide progress on large-scale electrolysis projects has been
 slower than anticipated, our own SOEC programme continued to advance in 2025.

 At Shell's Technology Centre in Bangalore, our first megawatt-scale
 demonstrator produced hydrogen at industry-leading efficiency, a major proof
 point of the cost and performance advantages of high-temperature electrolysis.
 With a class-leading electrolyser module efficiency of 37kWh/kg of hydrogen
 from a 1MW plant, this equates to potential production capacity of around
 600kg of hydrogen per day. This milestone marks an important step,
 demonstrating the maturity of Ceres' solid oxide electrolyser technology,
 supported by Shell's installation, integration and safety assurance expertise.

 After completing its technology transfer programme during 2025, SOEC
 manufacturing partner DENSO announced in September that it had begun Japan's
 first demonstration of SOEC hydrogen production at a JERA (Japan's largest
 power generation company) thermal power station. This aims to achieve hydrogen
 production with the world's highest level electrolysis efficiency by applying
 DENSO's heat-management technology. The project, which is due to run until
 2032, is valued at 46 billion yen (c.£220 million), with significant
 government subsidies from Japan's New Energy and Industrial Technology
 Development Organisation (NEDO) of up to 35 billion yen (c.£165 million).

 In India, Thermax continued its rapid progress, following the launch of its
 HydroGenX Hub in Pune, our partner broke ground earlier this year on its SOEC
 pilot plant, a very clear commitment to deploying Ceres' technology in one of
 the world's most strategically important markets for clean energy
 in industrial applications.

 These milestones reinforce the long-term relevance of our technology as we
 expect industrial decarbonisation to gather pace towards the end of this
 decade.

 In addition to the significant progress being achieved with current partners,
 we have also been working hard to ensure that our technology remains an
 attractive proposition for future manufacturing partners. Our latest design is
 a stack that can generate power or produce hydrogen from the same core cell
 and stack platform and enables partners to build both fuel cell and
 electrolysis stacks using the same manufacturing facility, allowing them to
 leverage their investment in our technology to access the power markets now
 and electrolysis markets in the future. I believe that this is a key
 differentiator for us and our technology, positioning us as the global leader
 in solid oxide energy solutions.

 Market dynamics create new opportunities

 In parallel to the AI enabled data centre market, other attractive power
 applications continue to mature for Ceres through our partners. These include
 distributed power provision through microgrids; combined heat, power and
 cooling applications for buildings; and auxiliary power systems for marine
 vessels. These nascent markets continue to be supported by favourable tax
 credit and other incentives to adopt next-generation clean technologies, such
 as fuel cells. Key regions where these are available include the US (30%
 Investment Tax Credit under Section 48E of the One Big Beautiful Bill for fuel
 cell adoption), South Korea (the Green New Deal aims to achieve fuel cell
 deployment of 15GW by 2040, supported by tax and other incentives) and Japan
 (Green Transformation policies supporting the hydrogen economy, including the
 development of large-scale stationary fuel cell power stations).

 While progress in our power business accelerated in 2025, securing final
 investment decisions for hydrogen electrolysis projects has undoubtedly been a
 challenge for the industry, exacerbated by macroeconomic headwinds. However,
 as we refocus our commercial activities on the near-term opportunities, we
 remain confident that the structural impetus to decarbonise industrial
 processes will continue to drive the market over the longer term and that this
 will stimulate the industry to adopt more advanced clean technologies such
 as solid oxide.

 Executing our business transformation plan

 During 2025 we defined new strategic priorities that underpin the sharper
 commercial focus we have brought to the business (see page 20 for more
 details). To ensure we are set up for success, we are optimising the business
 and have initiated a business transformation plan, which started in September
 2025. This will realign our resources to new market opportunities by the end
 of 2026 and consolidate our platform for further growth.

 The objectives of this programme are to simplify the organisation, embed
 accountable ways of working and align resources with the commercial markets
 that matter most.

 By the end of 2026, we expect to have:

 ·      Realigned Ceres into focused, delivery driven teams;

 ·      Strengthened partner-centric values and behaviours across the
 organisation;

 ·      Reduced operating costs by around 20% compared to the year ending
 31 December 2025;

 ·      Supported partners on their path to manufacturing scale-up and
 product launch;

 ·      Enhanced our capability to secure new licensing agreements; and

 ·      Commercially launched our best-in-class, dual-purpose stack
 platform serving both power and hydrogen markets, consolidating development
 onto a unified technology platform ready for scale.

 Now is the right time for us to take these actions to optimise the business
 and I firmly believe that successful completion will ensure that we operate
 with the scale, pace, discipline and clarity required for commercial success.

 Outlook

 The final words in my review of the year are dedicated to the people at Ceres.
 Without doubt, 2025 started as a challenging year for us following the Bosch
 announcement in February 2025 and a wider slowdown in hydrogen adoption. I am,
 however, very pleased with the manner in which we responded as a business,
 demonstrating purpose and professionalism as we refocused on new and evolving
 market dynamics represented by the growth in power. I would like to thank
 everyone at Ceres for the ongoing commitment and dedication they showed over
 the past year. Not only have our teams come together to overcome the
 challenges of a turbulent year to deliver key milestones for the business, but
 they have also embraced the changes we are putting in place to drive our
 next chapter of growth.

 Although we are conscious of the uncertainties arising from the war in Iran
 and its impact on global energy markets, we start 2026 with strong operational
 momentum. We have generated our first royalty revenues and are seeing growing
 demand across commercial and industrial power markets - particularly in the
 rapidly expanding data centre sector. Solid oxide technology is increasingly
 viewed as a high-efficiency, low emission and fast-to-deploy solution for
 resilient power. We remain well positioned for electrolysis for green hydrogen
 as we anticipate industrial demand will accelerate as global decarbonisation
 policies mature towards the end of this decade.

 Our sharper commercial focus and strategic pillars aligned during the year
 with the resurgence of demand in the power markets, I am confident that we are
 well positioned to capitalise on the growth in the power markets today and the
 hydrogen electrolysis markets of tomorrow.

 As we enter our 25th year, Ceres is firmly positioned for a new era:
 establishing our technology platform as the industry standard for solid oxide,
 embedding partner-centric values throughout the organisation and maintaining
 absolute focus on commercial execution. Together with our partners, we are
 moving to market with real pace and unlocking the next phase of growth for
 Ceres.

 Phil Caldwell

 Chief Executive Officer

 Financial review

 2025 has been a pivotal year for Ceres, marking our transition from a
 primarily R&D first organisation to a business firmly focusing on its
 commercial phase. Building on the record performance achieved in 2024, we have
 advanced each of our key partnerships towards factory completion and the start
 of mass manufacturing of Ceres' solid oxide cells. Importantly, we recognised
 our first royalty income as Doosan commenced production and sales of Ceres
 fuel cells, and we deepened our longstanding relationship with Weichai through
 a new manufacturing licence agreement signed in November.

 As we move into this next stage of growth, we are maintaining a disciplined
 approach to cost management. Across the business, we continued to focus on
 operating efficiency, prioritising investment in areas that drive commercial
 scaling while taking a rigorous approach to controlling overheads and
 optimising our cost base.

 Revenue

 Revenue for 2025 was £32.6 million, compared with £51.9 million in the prior
 year. The reduction primarily reflects the timing of revenues recognised in
 2024, when up‑front technology transfer activities were completed for our
 new manufacturing licence partners, Delta and DENSO. Our revenue comprises
 technology transfers, development licences, engineering services, the
 provision of technology hardware and, for the first time, royalties as Doosan
 begun commercial production. Licence revenues from the manufacturing licence
 agreement signed with Weichai in November 2025 will begin to be recognised in
 the first half of 2026.

 Gross margin

 Gross profit of £22.7 million in the year fell by 43% from £40.2 million in
 2024, as a result of high-margin technology transfers conducted with Delta and
 DENSO in 2024. Despite the lower revenue base, our gross margin remained
 strong at 70% (2024: 77%), illustrating the resilience of our licensing‑led
 business model and the continued benefits of disciplined cost management.

 Other operating income

 Other operating income was 11% higher than last year at £3.2 million (2024:
 £2.8 million), which reflects the level of RDEC (R&D expenditure credits)
 claimed in the year. As Ceres has now passed the peak of its technology
 development investment cycle, we expect this to gradually reduce as our focus
 shifts towards the execution and delivery of commercial programmes.

 Operating costs (non-exceptional)

 Operating costs reduced to £70.1 million (2024: £74.3 million) as we focused
 strategic investment on our core product platform to support future commercial
 growth. This was delivered alongside disciplined financial management,
 including a restructuring programme implemented in the second half of the
 year. Following this restructure, the average number of employees decreased to
 462 (2024: 546), with the Group ending the year at 353 employees.

 Exceptional operating costs

 Exceptional operating costs relate to a settlement paid to a supplier for a
 contractual dispute (£1.4 million) and an obligation arising from the
 termination of a supplier contract (£2.0 million).

 Finance income and expense

 Finance income decreased to £4.1 million (2024: £5.8 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 increased to £0.6
 million (2024: £0.4 million) driven by the unwinding of a finance component
 of a customer contract, £0.3 million.

 Taxation charge

 Taxation charge decreased to £1.2 million (2024: £2.4 million) and reflects
 payment of withholding taxes from overseas earnings. The decrease can be
 attributed to the up-front licence fees recognised in the prior year from the
 new manufacturing licence partners acquired in 2024.

 Loss for the financial year

 The Group posted a loss of £47.5 million (2024: £28.3 million) for the
 period, which reflects the decrease in revenue and gross margin compared to
 2024.

 Adjusted EBITDA

 Adjusted EBITDA loss for 2025 increased to £32.5 million (2024: £22.3
 million). Adjusted EBITDA is a non-statutory measure and is detailed in the
 Alternative Performance Measures section in this review.  The increased loss
 is primarily due to the decreased 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,
 exceptional costs outside the regular course of business, 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 2025, total
 capital investments declined to £1.9 million (2024: £6.7 million),
 representing completion in intangible investment culminating in the launch of
 our single stack platform.

 Working capital movements

 During 2025 working capital decreased by £17.4 million (2024: increase of
 £15.7 million), due to significant partner invoice receipts in January 2025,
 recognised as receivables in 2024. Our continued focus on aligning pilot plant
 production with partner demand ensured that inventory levels remained stable.

 Cash outflow

 Cash outflow (change in cash, cash equivalents and short-term investments) was
 £19.2 million (2024: £37.5 million). This significant reduction was
 supported by substantial partner receipts early in the year and reflects our
 continued discipline in managing expenditure. As we progress through the
 commercialisation phase, maintaining tight control of cash remains a core
 priority, ensuring we allocate resources effectively while preserving balance
 sheet strength.

 Cash, cash equivalents and short-term investments

 The Group ends the financial year in a strong position with £83.3 million in
 cash, cash equivalents and short-term investments (2024: £102.5 million) to
 support future investment as we drive revenue growth, manage costs and
 expenditure in a disciplined way, and track towards profit and cash flow
 break-even.

 Events after the balance sheet date

 After the year end, Ceres agreed and paid a settlement of £2.0 million with a
 third party in connection with the early termination of a contract.

 Outlook

 We enter 2026 with strong operational momentum and a clear line of sight to
 the next phase of Ceres' commercial growth. Our partners continue to make
 meaningful progress towards the start of mass production, with factory
 readiness advancing across our global network.

 In parallel, 2025 marked an important milestone as we recognised our first
 royalties from Doosan's commercial launch. This represents the beginning of a
 scalable, high‑margin revenue stream that will grow as additional partners
 commence production. Maintaining this momentum is a key focus for the year
 ahead.

 The launch of our single stack platform further strengthens our product
 offering and expands the opportunity for both existing and future partners.
 With a robust technology roadmap, a disciplined operating model and a
 portfolio of partners approaching commercial scale, Ceres is well positioned
 to capture long‑term value from the global transition to efficient,
 low‑carbon power and green hydrogen solutions.

 Stuart Paynter

 Chief Financial Officer

 Analyst presentation

 Ceres Power Holdings plc will be hosting a live webcast for analysts and
 investors on 26 March 2026 at 09.30 GMT. To register your interest in
 participating, please register at:

 https://www.investormeetcompany.com/ceres-power-holdings-plc/register-investor

 For further information visit www.ceres.tech (http://www.ceres.tech) or
 contact:

Ceres Power Holdings plc

 Merryl Black              Tel: +44 (0)7770 853 463

                           Email: investors@cerespower.com

 

 About Ceres

 Ceres is a leading developer of clean energy technology: fuel cells for power
 generation and electrolysers to produce 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, including AI data centres, commercial and industrial applications,
 and produces green hydrogen at high efficiencies as a route to decarbonise
 emissions-intensive industries such as ammonia, steelmaking, and electrofuels.
 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 (http://www.ceres.tech) or follow us on LinkedIn
 (https://www.linkedin.com/company/ceres-power/) .

 Chief Executive's statement

 I am pleased to report on another year of progress as we continue to deliver
 on our ambitions to establish our solid oxide technology as the industry
 standard for both power generation and hydrogen production. The year had its
 challenges as Bosch withdrew from its SOFC activities following a strategic
 shift and there was a slowdown in the demand for hydrogen solutions.
 Nonetheless, we intensified our focus on commercial activities and made
 meaningful progress in positioning Ceres at the heart of emerging markets for
 power solutions for commercial, industrial and data centre markets. Our focus
 on disciplined execution, clarity of purpose and partner-centric ways of
 working is now creating tangible commercial momentum.

 Power markets are undergoing structural change

 Around the world, electrification, digitalisation and AI are transforming
 power demand. Nowhere is this clearer than in AI enabled data centres, which
 have become one of the fastest growing and most energy intensive sectors of
 the global economy. Structural grid constraints, long lead times
 for conventional generation and rising environmental pressures are driving
 operators to look for alternative, high-efficiency power technologies.

 Customers tell us consistently that they need faster time-to-power, high
 electrical efficiency and meaningful heat integration, low local emissions and
 24/7 reliability, with systems that can scale quickly.

 Ceres' solid oxide systems meet these needs well. As data centre operators
 expand capacity globally, including major investments announced in the UK by
 Microsoft, Google, OpenAI/NScale and Blackstone, the near-term commercial
 opportunity for high-efficiency SOFC systems continues to grow.

 Importantly, the same fundamentals underpin opportunities in commercial
 buildings, industrial campuses, microgrids and other distributed power
 markets, strengthening our confidence in the scale of demand our partners can
 serve.

 This growth dynamic presents distinct and significant near-term opportunities
 for Ceres SOFCs given the many advantages over conventional power generation
 systems, such as gas turbines, diesel reciprocating engines and renewable
 energy. In comparison, SOFCs can offer the highest rates of energy efficiency
 coupled with virtually zero particulate emissions and high reliability, making
 them a natural choice for these markets. In addition to these attractive
 features, SOFCs can now offer a compelling advantage that other energy systems
 cannot - rapid time-to-power. Wait times for higher power systems are now
 significant: up to 15 years for upgraded grid connections; exceeding five
 years for gas turbines; and at least a decade for small modular nuclear power
 systems. The more rapid availability of SOFC systems is now becoming a key
 differentiating factor in the data centre power market (see our Technology
 section on page 16 for additional details).

 Our analysis, based on BloombergNEF estimates, suggests that the market for
 SOFC power could be around 22GW by 2030, representing a substantial market for
 our technology. This represents a substantial market for our technology, with
 Ceres' ability to meet that demand delivered through the scale-up of our
 manufacturing partners.

 A clear step forward in commercial delivery

 For almost 25 years, Ceres has invested in building world-leading solid oxide
 technology. In 2025, that investment translated into some of the most
 important milestones in our history. We saw our technology move from
 development to production and our commercial strategy sharpen around
 the markets that offer the greatest near-term opportunity.

 We achieved a significant milestone in July 2025, when Doosan commenced mass
 market manufacture of fuel cell stacks using Ceres' technology at its first of
 a kind 50MW facility in South Korea. This represents a validation of both our
 technology leadership and our asset-light IP licensing model. These early
 shipments generated our first royalty revenues, marking the beginning of a
 scalable, high-margin future income stream.

 Momentum continued across our partner ecosystem. Delta Electronics advanced
 at pace towards establishing large-scale manufacturing in Taiwan, targeting AI
 enabled data centres, commercial buildings, industrial facilities and
 microgrid applications.

 During the year Delta acquired land and factory facilities in Taiwan for
 approximately £170 million, expected to be partly focused on the large-scale
 manufacturing of hydrogen energy solutions, based on Ceres' solid oxide
 technology. Delta continues to move at pace and with clear commitment to
 initial pilot production based on our technology by the end of 2026.

 In November 2025 we announced that we had signed a new manufacturing licence
 agreement for the production of our proprietary SOFC technology with Weichai
 Power, a global original equipment manufacturer and power systems developer,
 headquartered in Shandong, China. Weichai intends to establish a manufacturing
 facility to produce cells and stacks for the stationary power markets
 supported by key components supplied by Ceres, targeting power for AI data
 centres, commercial buildings and industrial applications.

 This agreement extends our existing relationship with Weichai, which we
 anticipate will open up a multi-billion-dollar market opportunity and boosts
 our ambition to establish Ceres as the global industry standard for solid
 oxide.

 Hydrogen: progress with discipline and purpose

 While industry-wide progress on large-scale electrolysis projects has been
 slower than anticipated, our own SOEC programme continued to advance in 2025.

 At Shell's Technology Centre in Bangalore, our first megawatt-scale
 demonstrator produced hydrogen at industry-leading efficiency, a major proof
 point of the cost and performance advantages of high-temperature electrolysis.
 With a class-leading electrolyser module efficiency of 37kWh/kg of hydrogen
 from a 1MW plant, this equates to potential production capacity of around
 600kg of hydrogen per day. This milestone marks an important step,
 demonstrating the maturity of Ceres' solid oxide electrolyser technology,
 supported by Shell's installation, integration and safety assurance expertise.

 After completing its technology transfer programme during 2025, SOEC
 manufacturing partner DENSO announced in September that it had begun Japan's
 first demonstration of SOEC hydrogen production at a JERA (Japan's largest
 power generation company) thermal power station. This aims to achieve hydrogen
 production with the world's highest level electrolysis efficiency by applying
 DENSO's heat-management technology. The project, which is due to run until
 2032, is valued at 46 billion yen (c.£220 million), with significant
 government subsidies from Japan's New Energy and Industrial Technology
 Development Organisation (NEDO) of up to 35 billion yen (c.£165 million).

 In India, Thermax continued its rapid progress, following the launch of its
 HydroGenX Hub in Pune, our partner broke ground earlier this year on its SOEC
 pilot plant, a very clear commitment to deploying Ceres' technology in one of
 the world's most strategically important markets for clean energy
 in industrial applications.

 These milestones reinforce the long-term relevance of our technology as we
 expect industrial decarbonisation to gather pace towards the end of this
 decade.

 In addition to the significant progress being achieved with current partners,
 we have also been working hard to ensure that our technology remains an
 attractive proposition for future manufacturing partners. Our latest design is
 a stack that can generate power or produce hydrogen from the same core cell
 and stack platform and enables partners to build both fuel cell and
 electrolysis stacks using the same manufacturing facility, allowing them to
 leverage their investment in our technology to access the power markets now
 and electrolysis markets in the future. I believe that this is a key
 differentiator for us and our technology, positioning us as the global leader
 in solid oxide energy solutions.

 Market dynamics create new opportunities

 In parallel to the AI enabled data centre market, other attractive power
 applications continue to mature for Ceres through our partners. These include
 distributed power provision through microgrids; combined heat, power and
 cooling applications for buildings; and auxiliary power systems for marine
 vessels. These nascent markets continue to be supported by favourable tax
 credit and other incentives to adopt next-generation clean technologies, such
 as fuel cells. Key regions where these are available include the US (30%
 Investment Tax Credit under Section 48E of the One Big Beautiful Bill for fuel
 cell adoption), South Korea (the Green New Deal aims to achieve fuel cell
 deployment of 15GW by 2040, supported by tax and other incentives) and Japan
 (Green Transformation policies supporting the hydrogen economy, including the
 development of large-scale stationary fuel cell power stations).

 While progress in our power business accelerated in 2025, securing final
 investment decisions for hydrogen electrolysis projects has undoubtedly been a
 challenge for the industry, exacerbated by macroeconomic headwinds. However,
 as we refocus our commercial activities on the near-term opportunities, we
 remain confident that the structural impetus to decarbonise industrial
 processes will continue to drive the market over the longer term and that this
 will stimulate the industry to adopt more advanced clean technologies such
 as solid oxide.

 Executing our business transformation plan

 During 2025 we defined new strategic priorities that underpin the sharper
 commercial focus we have brought to the business (see page 20 for more
 details). To ensure we are set up for success, we are optimising the business
 and have initiated a business transformation plan, which started in September
 2025. This will realign our resources to new market opportunities by the end
 of 2026 and consolidate our platform for further growth.

 The objectives of this programme are to simplify the organisation, embed
 accountable ways of working and align resources with the commercial markets
 that matter most.

 By the end of 2026, we expect to have:

 ·      Realigned Ceres into focused, delivery driven teams;

 ·      Strengthened partner-centric values and behaviours across the
 organisation;

 ·      Reduced operating costs by around 20% compared to the year ending
 31 December 2025;

 ·      Supported partners on their path to manufacturing scale-up and
 product launch;

 ·      Enhanced our capability to secure new licensing agreements; and

 ·      Commercially launched our best-in-class, dual-purpose stack
 platform serving both power and hydrogen markets, consolidating development
 onto a unified technology platform ready for scale.

 Now is the right time for us to take these actions to optimise the business
 and I firmly believe that successful completion will ensure that we operate
 with the scale, pace, discipline and clarity required for commercial success.

 Outlook

 The final words in my review of the year are dedicated to the people at Ceres.
 Without doubt, 2025 started as a challenging year for us following the Bosch
 announcement in February 2025 and a wider slowdown in hydrogen adoption. I am,
 however, very pleased with the manner in which we responded as a business,
 demonstrating purpose and professionalism as we refocused on new and evolving
 market dynamics represented by the growth in power. I would like to thank
 everyone at Ceres for the ongoing commitment and dedication they showed over
 the past year. Not only have our teams come together to overcome the
 challenges of a turbulent year to deliver key milestones for the business, but
 they have also embraced the changes we are putting in place to drive our
 next chapter of growth.

 Although we are conscious of the uncertainties arising from the war in Iran
 and its impact on global energy markets, we start 2026 with strong operational
 momentum. We have generated our first royalty revenues and are seeing growing
 demand across commercial and industrial power markets - particularly in the
 rapidly expanding data centre sector. Solid oxide technology is increasingly
 viewed as a high-efficiency, low emission and fast-to-deploy solution for
 resilient power. We remain well positioned for electrolysis for green hydrogen
 as we anticipate industrial demand will accelerate as global decarbonisation
 policies mature towards the end of this decade.

 Our sharper commercial focus and strategic pillars aligned during the year
 with the resurgence of demand in the power markets, I am confident that we are
 well positioned to capitalise on the growth in the power markets today and the
 hydrogen electrolysis markets of tomorrow.

 As we enter our 25th year, Ceres is firmly positioned for a new era:
 establishing our technology platform as the industry standard for solid oxide,
 embedding partner-centric values throughout the organisation and maintaining
 absolute focus on commercial execution. Together with our partners, we are
 moving to market with real pace and unlocking the next phase of growth for
 Ceres.

 Phil Caldwell

 Chief Executive Officer

 Financial review

 2025 has been a pivotal year for Ceres, marking our transition from a
 primarily R&D first organisation to a business firmly focusing on its
 commercial phase. Building on the record performance achieved in 2024, we have
 advanced each of our key partnerships towards factory completion and the start
 of mass manufacturing of Ceres' solid oxide cells. Importantly, we recognised
 our first royalty income as Doosan commenced production and sales of Ceres
 fuel cells, and we deepened our longstanding relationship with Weichai through
 a new manufacturing licence agreement signed in November.

 As we move into this next stage of growth, we are maintaining a disciplined
 approach to cost management. Across the business, we continued to focus on
 operating efficiency, prioritising investment in areas that drive commercial
 scaling while taking a rigorous approach to controlling overheads and
 optimising our cost base.

 Revenue

 Revenue for 2025 was £32.6 million, compared with £51.9 million in the prior
 year. The reduction primarily reflects the timing of revenues recognised in
 2024, when up‑front technology transfer activities were completed for our
 new manufacturing licence partners, Delta and DENSO. Our revenue comprises
 technology transfers, development licences, engineering services, the
 provision of technology hardware and, for the first time, royalties as Doosan
 begun commercial production. Licence revenues from the manufacturing licence
 agreement signed with Weichai in November 2025 will begin to be recognised in
 the first half of 2026.

 Gross margin

 Gross profit of £22.7 million in the year fell by 43% from £40.2 million in
 2024, as a result of high-margin technology transfers conducted with Delta and
 DENSO in 2024. Despite the lower revenue base, our gross margin remained
 strong at 70% (2024: 77%), illustrating the resilience of our licensing‑led
 business model and the continued benefits of disciplined cost management.

 Other operating income

 Other operating income was 11% higher than last year at £3.2 million (2024:
 £2.8 million), which reflects the level of RDEC (R&D expenditure credits)
 claimed in the year. As Ceres has now passed the peak of its technology
 development investment cycle, we expect this to gradually reduce as our focus
 shifts towards the execution and delivery of commercial programmes.

 Operating costs (non-exceptional)

 Operating costs reduced to £70.1 million (2024: £74.3 million) as we focused
 strategic investment on our core product platform to support future commercial
 growth. This was delivered alongside disciplined financial management,
 including a restructuring programme implemented in the second half of the
 year. Following this restructure, the average number of employees decreased to
 462 (2024: 546), with the Group ending the year at 353 employees.

 Exceptional operating costs

 Exceptional operating costs relate to a settlement paid to a supplier for a
 contractual dispute (£1.4 million) and an obligation arising from the
 termination of a supplier contract (£2.0 million).

 Finance income and expense

 Finance income decreased to £4.1 million (2024: £5.8 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 increased to £0.6
 million (2024: £0.4 million) driven by the unwinding of a finance component
 of a customer contract, £0.3 million.

 Taxation charge

 Taxation charge decreased to £1.2 million (2024: £2.4 million) and reflects
 payment of withholding taxes from overseas earnings. The decrease can be
 attributed to the up-front licence fees recognised in the prior year from the
 new manufacturing licence partners acquired in 2024.

 Loss for the financial year

 The Group posted a loss of £47.5 million (2024: £28.3 million) for the
 period, which reflects the decrease in revenue and gross margin compared to
 2024.

 Adjusted EBITDA

 Adjusted EBITDA loss for 2025 increased to £32.5 million (2024: £22.3
 million). Adjusted EBITDA is a non-statutory measure and is detailed in the
 Alternative Performance Measures section in this review.  The increased loss
 is primarily due to the decreased 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,
 exceptional costs outside the regular course of business, 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 2025, total
 capital investments declined to £1.9 million (2024: £6.7 million),
 representing completion in intangible investment culminating in the launch of
 our single stack platform.

 Working capital movements

 During 2025 working capital decreased by £17.4 million (2024: increase of
 £15.7 million), due to significant partner invoice receipts in January 2025,
 recognised as receivables in 2024. Our continued focus on aligning pilot plant
 production with partner demand ensured that inventory levels remained stable.

 Cash outflow

 Cash outflow (change in cash, cash equivalents and short-term investments) was
 £19.2 million (2024: £37.5 million). This significant reduction was
 supported by substantial partner receipts early in the year and reflects our
 continued discipline in managing expenditure. As we progress through the
 commercialisation phase, maintaining tight control of cash remains a core
 priority, ensuring we allocate resources effectively while preserving balance
 sheet strength.

 Cash, cash equivalents and short-term investments

 The Group ends the financial year in a strong position with £83.3 million in
 cash, cash equivalents and short-term investments (2024: £102.5 million) to
 support future investment as we drive revenue growth, manage costs and
 expenditure in a disciplined way, and track towards profit and cash flow
 break-even.

 Events after the balance sheet date

 After the year end, Ceres agreed and paid a settlement of £2.0 million with a
 third party in connection with the early termination of a contract.

 Outlook

 We enter 2026 with strong operational momentum and a clear line of sight to
 the next phase of Ceres' commercial growth. Our partners continue to make
 meaningful progress towards the start of mass production, with factory
 readiness advancing across our global network.

 In parallel, 2025 marked an important milestone as we recognised our first
 royalties from Doosan's commercial launch. This represents the beginning of a
 scalable, high‑margin revenue stream that will grow as additional partners
 commence production. Maintaining this momentum is a key focus for the year
 ahead.

 The launch of our single stack platform further strengthens our product
 offering and expands the opportunity for both existing and future partners.
 With a robust technology roadmap, a disciplined operating model and a
 portfolio of partners approaching commercial scale, Ceres is well positioned
 to capture long‑term value from the global transition to efficient,
 low‑carbon power and green hydrogen solutions.

 Stuart Paynter

 Chief Financial Officer

 

 

 

 

About Ceres

Ceres is a leading developer of clean energy technology: fuel cells for power
generation and electrolysers to produce 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, including AI data centres, commercial and industrial applications,
and produces green hydrogen at high efficiencies as a route to decarbonise
emissions-intensive industries such as ammonia, steelmaking, and electrofuels.
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 (http://www.ceres.tech) or follow us on LinkedIn
(https://www.linkedin.com/company/ceres-power/) .

 

 

 

 

 

Chief Executive's statement

I am pleased to report on another year of progress as we continue to deliver
on our ambitions to establish our solid oxide technology as the industry
standard for both power generation and hydrogen production. The year had its
challenges as Bosch withdrew from its SOFC activities following a strategic
shift and there was a slowdown in the demand for hydrogen solutions.
Nonetheless, we intensified our focus on commercial activities and made
meaningful progress in positioning Ceres at the heart of emerging markets for
power solutions for commercial, industrial and data centre markets. Our focus
on disciplined execution, clarity of purpose and partner-centric ways of
working is now creating tangible commercial momentum.

Power markets are undergoing structural change

Around the world, electrification, digitalisation and AI are transforming
power demand. Nowhere is this clearer than in AI enabled data centres, which
have become one of the fastest growing and most energy intensive sectors of
the global economy. Structural grid constraints, long lead times
for conventional generation and rising environmental pressures are driving
operators to look for alternative, high-efficiency power technologies.

Customers tell us consistently that they need faster time-to-power, high
electrical efficiency and meaningful heat integration, low local emissions and
24/7 reliability, with systems that can scale quickly.

Ceres' solid oxide systems meet these needs well. As data centre operators
expand capacity globally, including major investments announced in the UK by
Microsoft, Google, OpenAI/NScale and Blackstone, the near-term commercial
opportunity for high-efficiency SOFC systems continues to grow.

Importantly, the same fundamentals underpin opportunities in commercial
buildings, industrial campuses, microgrids and other distributed power
markets, strengthening our confidence in the scale of demand our partners can
serve.

This growth dynamic presents distinct and significant near-term opportunities
for Ceres SOFCs given the many advantages over conventional power generation
systems, such as gas turbines, diesel reciprocating engines and renewable
energy. In comparison, SOFCs can offer the highest rates of energy efficiency
coupled with virtually zero particulate emissions and high reliability, making
them a natural choice for these markets. In addition to these attractive
features, SOFCs can now offer a compelling advantage that other energy systems
cannot - rapid time-to-power. Wait times for higher power systems are now
significant: up to 15 years for upgraded grid connections; exceeding five
years for gas turbines; and at least a decade for small modular nuclear power
systems. The more rapid availability of SOFC systems is now becoming a key
differentiating factor in the data centre power market (see our Technology
section on page 16 for additional details).

Our analysis, based on BloombergNEF estimates, suggests that the market for
SOFC power could be around 22GW by 2030, representing a substantial market for
our technology. This represents a substantial market for our technology, with
Ceres' ability to meet that demand delivered through the scale-up of our
manufacturing partners.

A clear step forward in commercial delivery

For almost 25 years, Ceres has invested in building world-leading solid oxide
technology. In 2025, that investment translated into some of the most
important milestones in our history. We saw our technology move from
development to production and our commercial strategy sharpen around
the markets that offer the greatest near-term opportunity.

We achieved a significant milestone in July 2025, when Doosan commenced mass
market manufacture of fuel cell stacks using Ceres' technology at its first of
a kind 50MW facility in South Korea. This represents a validation of both our
technology leadership and our asset-light IP licensing model. These early
shipments generated our first royalty revenues, marking the beginning of a
scalable, high-margin future income stream.

Momentum continued across our partner ecosystem. Delta Electronics advanced
at pace towards establishing large-scale manufacturing in Taiwan, targeting AI
enabled data centres, commercial buildings, industrial facilities and
microgrid applications.

During the year Delta acquired land and factory facilities in Taiwan for
approximately £170 million, expected to be partly focused on the large-scale
manufacturing of hydrogen energy solutions, based on Ceres' solid oxide
technology. Delta continues to move at pace and with clear commitment to
initial pilot production based on our technology by the end of 2026.

In November 2025 we announced that we had signed a new manufacturing licence
agreement for the production of our proprietary SOFC technology with Weichai
Power, a global original equipment manufacturer and power systems developer,
headquartered in Shandong, China. Weichai intends to establish a manufacturing
facility to produce cells and stacks for the stationary power markets
supported by key components supplied by Ceres, targeting power for AI data
centres, commercial buildings and industrial applications.

This agreement extends our existing relationship with Weichai, which we
anticipate will open up a multi-billion-dollar market opportunity and boosts
our ambition to establish Ceres as the global industry standard for solid
oxide.

Hydrogen: progress with discipline and purpose

While industry-wide progress on large-scale electrolysis projects has been
slower than anticipated, our own SOEC programme continued to advance in 2025.

At Shell's Technology Centre in Bangalore, our first megawatt-scale
demonstrator produced hydrogen at industry-leading efficiency, a major proof
point of the cost and performance advantages of high-temperature electrolysis.
With a class-leading electrolyser module efficiency of 37kWh/kg of hydrogen
from a 1MW plant, this equates to potential production capacity of around
600kg of hydrogen per day. This milestone marks an important step,
demonstrating the maturity of Ceres' solid oxide electrolyser technology,
supported by Shell's installation, integration and safety assurance expertise.

After completing its technology transfer programme during 2025, SOEC
manufacturing partner DENSO announced in September that it had begun Japan's
first demonstration of SOEC hydrogen production at a JERA (Japan's largest
power generation company) thermal power station. This aims to achieve hydrogen
production with the world's highest level electrolysis efficiency by applying
DENSO's heat-management technology. The project, which is due to run until
2032, is valued at 46 billion yen (c.£220 million), with significant
government subsidies from Japan's New Energy and Industrial Technology
Development Organisation (NEDO) of up to 35 billion yen (c.£165 million).

In India, Thermax continued its rapid progress, following the launch of its
HydroGenX Hub in Pune, our partner broke ground earlier this year on its SOEC
pilot plant, a very clear commitment to deploying Ceres' technology in one of
the world's most strategically important markets for clean energy
in industrial applications.

These milestones reinforce the long-term relevance of our technology as we
expect industrial decarbonisation to gather pace towards the end of this
decade.

In addition to the significant progress being achieved with current partners,
we have also been working hard to ensure that our technology remains an
attractive proposition for future manufacturing partners. Our latest design is
a stack that can generate power or produce hydrogen from the same core cell
and stack platform and enables partners to build both fuel cell and
electrolysis stacks using the same manufacturing facility, allowing them to
leverage their investment in our technology to access the power markets now
and electrolysis markets in the future. I believe that this is a key
differentiator for us and our technology, positioning us as the global leader
in solid oxide energy solutions.

Market dynamics create new opportunities

In parallel to the AI enabled data centre market, other attractive power
applications continue to mature for Ceres through our partners. These include
distributed power provision through microgrids; combined heat, power and
cooling applications for buildings; and auxiliary power systems for marine
vessels. These nascent markets continue to be supported by favourable tax
credit and other incentives to adopt next-generation clean technologies, such
as fuel cells. Key regions where these are available include the US (30%
Investment Tax Credit under Section 48E of the One Big Beautiful Bill for fuel
cell adoption), South Korea (the Green New Deal aims to achieve fuel cell
deployment of 15GW by 2040, supported by tax and other incentives) and Japan
(Green Transformation policies supporting the hydrogen economy, including the
development of large-scale stationary fuel cell power stations).

While progress in our power business accelerated in 2025, securing final
investment decisions for hydrogen electrolysis projects has undoubtedly been a
challenge for the industry, exacerbated by macroeconomic headwinds. However,
as we refocus our commercial activities on the near-term opportunities, we
remain confident that the structural impetus to decarbonise industrial
processes will continue to drive the market over the longer term and that this
will stimulate the industry to adopt more advanced clean technologies such
as solid oxide.

Executing our business transformation plan

During 2025 we defined new strategic priorities that underpin the sharper
commercial focus we have brought to the business (see page 20 for more
details). To ensure we are set up for success, we are optimising the business
and have initiated a business transformation plan, which started in September
2025. This will realign our resources to new market opportunities by the end
of 2026 and consolidate our platform for further growth.

The objectives of this programme are to simplify the organisation, embed
accountable ways of working and align resources with the commercial markets
that matter most.

By the end of 2026, we expect to have:

·      Realigned Ceres into focused, delivery driven teams;

·      Strengthened partner-centric values and behaviours across the
organisation;

·      Reduced operating costs by around 20% compared to the year ending
31 December 2025;

·      Supported partners on their path to manufacturing scale-up and
product launch;

·      Enhanced our capability to secure new licensing agreements; and

·      Commercially launched our best-in-class, dual-purpose stack
platform serving both power and hydrogen markets, consolidating development
onto a unified technology platform ready for scale.

Now is the right time for us to take these actions to optimise the business
and I firmly believe that successful completion will ensure that we operate
with the scale, pace, discipline and clarity required for commercial success.

Outlook

The final words in my review of the year are dedicated to the people at Ceres.
Without doubt, 2025 started as a challenging year for us following the Bosch
announcement in February 2025 and a wider slowdown in hydrogen adoption. I am,
however, very pleased with the manner in which we responded as a business,
demonstrating purpose and professionalism as we refocused on new and evolving
market dynamics represented by the growth in power. I would like to thank
everyone at Ceres for the ongoing commitment and dedication they showed over
the past year. Not only have our teams come together to overcome the
challenges of a turbulent year to deliver key milestones for the business, but
they have also embraced the changes we are putting in place to drive our
next chapter of growth.

Although we are conscious of the uncertainties arising from the war in Iran
and its impact on global energy markets, we start 2026 with strong operational
momentum. We have generated our first royalty revenues and are seeing growing
demand across commercial and industrial power markets - particularly in the
rapidly expanding data centre sector. Solid oxide technology is increasingly
viewed as a high-efficiency, low emission and fast-to-deploy solution for
resilient power. We remain well positioned for electrolysis for green hydrogen
as we anticipate industrial demand will accelerate as global decarbonisation
policies mature towards the end of this decade.

Our sharper commercial focus and strategic pillars aligned during the year
with the resurgence of demand in the power markets, I am confident that we are
well positioned to capitalise on the growth in the power markets today and the
hydrogen electrolysis markets of tomorrow.

As we enter our 25th year, Ceres is firmly positioned for a new era:
establishing our technology platform as the industry standard for solid oxide,
embedding partner-centric values throughout the organisation and maintaining
absolute focus on commercial execution. Together with our partners, we are
moving to market with real pace and unlocking the next phase of growth for
Ceres.

 

Phil Caldwell

Chief Executive Officer

 

 

Financial review

2025 has been a pivotal year for Ceres, marking our transition from a
primarily R&D first organisation to a business firmly focusing on its
commercial phase. Building on the record performance achieved in 2024, we have
advanced each of our key partnerships towards factory completion and the start
of mass manufacturing of Ceres' solid oxide cells. Importantly, we recognised
our first royalty income as Doosan commenced production and sales of Ceres
fuel cells, and we deepened our longstanding relationship with Weichai through
a new manufacturing licence agreement signed in November.

As we move into this next stage of growth, we are maintaining a disciplined
approach to cost management. Across the business, we continued to focus on
operating efficiency, prioritising investment in areas that drive commercial
scaling while taking a rigorous approach to controlling overheads and
optimising our cost base.

Revenue

Revenue for 2025 was £32.6 million, compared with £51.9 million in the prior
year. The reduction primarily reflects the timing of revenues recognised in
2024, when up‑front technology transfer activities were completed for our
new manufacturing licence partners, Delta and DENSO. Our revenue comprises
technology transfers, development licences, engineering services, the
provision of technology hardware and, for the first time, royalties as Doosan
begun commercial production. Licence revenues from the manufacturing licence
agreement signed with Weichai in November 2025 will begin to be recognised in
the first half of 2026.

Gross margin

Gross profit of £22.7 million in the year fell by 43% from £40.2 million in
2024, as a result of high-margin technology transfers conducted with Delta and
DENSO in 2024. Despite the lower revenue base, our gross margin remained
strong at 70% (2024: 77%), illustrating the resilience of our licensing‑led
business model and the continued benefits of disciplined cost management.

Other operating income

Other operating income was 11% higher than last year at £3.2 million (2024:
£2.8 million), which reflects the level of RDEC (R&D expenditure credits)
claimed in the year. As Ceres has now passed the peak of its technology
development investment cycle, we expect this to gradually reduce as our focus
shifts towards the execution and delivery of commercial programmes.

Operating costs (non-exceptional)

Operating costs reduced to £70.1 million (2024: £74.3 million) as we focused
strategic investment on our core product platform to support future commercial
growth. This was delivered alongside disciplined financial management,
including a restructuring programme implemented in the second half of the
year. Following this restructure, the average number of employees decreased to
462 (2024: 546), with the Group ending the year at 353 employees.

Exceptional operating costs

Exceptional operating costs relate to a settlement paid to a supplier for a
contractual dispute (£1.4 million) and an obligation arising from the
termination of a supplier contract (£2.0 million).

Finance income and expense

Finance income decreased to £4.1 million (2024: £5.8 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 increased to £0.6
million (2024: £0.4 million) driven by the unwinding of a finance component
of a customer contract, £0.3 million.

Taxation charge

Taxation charge decreased to £1.2 million (2024: £2.4 million) and reflects
payment of withholding taxes from overseas earnings. The decrease can be
attributed to the up-front licence fees recognised in the prior year from the
new manufacturing licence partners acquired in 2024.

Loss for the financial year

The Group posted a loss of £47.5 million (2024: £28.3 million) for the
period, which reflects the decrease in revenue and gross margin compared to
2024.

Adjusted EBITDA

Adjusted EBITDA loss for 2025 increased to £32.5 million (2024: £22.3
million). Adjusted EBITDA is a non-statutory measure and is detailed in the
Alternative Performance Measures section in this review.  The increased loss
is primarily due to the decreased 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,
exceptional costs outside the regular course of business, 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 2025, total
capital investments declined to £1.9 million (2024: £6.7 million),
representing completion in intangible investment culminating in the launch of
our single stack platform.

Working capital movements

During 2025 working capital decreased by £17.4 million (2024: increase of
£15.7 million), due to significant partner invoice receipts in January 2025,
recognised as receivables in 2024. Our continued focus on aligning pilot plant
production with partner demand ensured that inventory levels remained stable.

Cash outflow

Cash outflow (change in cash, cash equivalents and short-term investments) was
£19.2 million (2024: £37.5 million). This significant reduction was
supported by substantial partner receipts early in the year and reflects our
continued discipline in managing expenditure. As we progress through the
commercialisation phase, maintaining tight control of cash remains a core
priority, ensuring we allocate resources effectively while preserving balance
sheet strength.

Cash, cash equivalents and short-term investments

The Group ends the financial year in a strong position with £83.3 million in
cash, cash equivalents and short-term investments (2024: £102.5 million) to
support future investment as we drive revenue growth, manage costs and
expenditure in a disciplined way, and track towards profit and cash flow
break-even.

Events after the balance sheet date

After the year end, Ceres agreed and paid a settlement of £2.0 million with a
third party in connection with the early termination of a contract.

Outlook

We enter 2026 with strong operational momentum and a clear line of sight to
the next phase of Ceres' commercial growth. Our partners continue to make
meaningful progress towards the start of mass production, with factory
readiness advancing across our global network.

In parallel, 2025 marked an important milestone as we recognised our first
royalties from Doosan's commercial launch. This represents the beginning of a
scalable, high‑margin revenue stream that will grow as additional partners
commence production. Maintaining this momentum is a key focus for the year
ahead.

The launch of our single stack platform further strengthens our product
offering and expands the opportunity for both existing and future partners.
With a robust technology roadmap, a disciplined operating model and a
portfolio of partners approaching commercial scale, Ceres is well positioned
to capture long‑term value from the global transition to efficient,
low‑carbon power and green hydrogen solutions.

Stuart Paynter

Chief Financial Officer

 

 CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME

 For the year ended 31 December 2025

 

                                                                     31 December 2025  31 December 2024
                                                               Note  £'000             £'000

 Revenue                                                       2     32,643            51,891
 Cost of sales                                                       (9,939)           (11,727)
 Gross profit                                                        22,704            40,164
 Other operating income(1)                                           3,168             2,846
 Operating costs                                               3     (70,073)          (74,327)
 Exceptional operating costs                                   22    (3,420)           ꟷ
 Operating loss                                                      (47,621)          (31,317)
 Impairment of investment in associate                         22    (2,158)           ꟷ
 Finance income                                                4     4,060             5,807
 Finance expense                                               4     (587)             (362)
 Loss before taxation                                                (46,306)          (25,872)
 Taxation (charge)/credit                                      5     (1,240)           (2,433)
 Loss for the financial period and total comprehensive loss          (47,546)          (28,305)

 Loss per £0.10 ordinary share expressed in pence per share:
 Basic and diluted loss per share                              6     (24.52)p          (14.64)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 2025

 

                                                        31 December 2025  31 December 2024
                                                  Note  £'000             £'000
 Assets
 Non-current assets
 Property, plant and equipment                    7     18,194            23,584
 Right-of-use assets                              8     2,063             1,834
 Intangible assets                                9     16,203            19,974
 Investment in associate                                ꟷ                 2,218
 Other receivables                                11    741               741
 Total non-current assets                               37,201            48,351

 Current assets
 Inventories                                      10    3,203             2,756
 Contract assets                                  2     143               8,208
 Other current assets                             12    1,449             1,430
 Derivative financial instruments                 16    ꟷ                 8
 Current tax receivable                                 1,792             ꟷ
 Trade and other receivables                      11    18,736            17,885
 Short-term investments                           13    47,437            54,971
 Cash and cash equivalents                        13    35,835            47,494
 Total current assets                                   108,595           132,752

 Liabilities
 Current liabilities
 Trade and other payables                         14    (2,742)           (3,538)
 Contract liabilities                             2     (23,284)          (10,682)
 Other current liabilities                        15    (4,149)           (6,825)
 Lease liabilities                                16    (834)             (731)
 Provisions                                       17    (2,214)           (441)
 Total current liabilities                              (33,223)          (22,217)
 Net current assets                                     75,372            110,535

 Non-current liabilities
 Lease liabilities                                16    (1,575)           (1,492)
 Other non-current liabilities                    15    (976)             (1,221)
 Provisions                                       17    (2,376)           (2,340)
 Total non-current liabilities                          (4,927)           (5,053)
 Net assets                                             107,646           153,833

 Equity attributable to the owners of the parent
 Share capital                                    18    19,469            19,370
 Share premium                                          406,650           406,650
 Capital redemption reserve                             3,449             3,449
 Merger reserve                                         7,463             7,463
 Accumulated losses                                     (329,385)         (283,099)
 Total equity                                           107,646           153,833

 

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

 

 CONSOLIDATED CASH FLOW STATEMENT

 For the year ended 31 December 2025

 

                                                                            Note

                                                                                   31 December 2025     31 December 2024
                                                                                  £'000                £'000
 Cash flows from operating activities
 Loss before taxation                                                             (46,306)             (25,872)

 Adjustments for:
 Finance income                                                                   (4,060)              (5,807)
 Finance expense                                                                  587                  362
 Depreciation of property, plant and equipment                                    7,100                7,472
 Depreciation of right-of-use assets                                              753                  710
 Amortisation of intangible assets                                                3,858                1,374
 Impairment of associates                                                         2,218                ꟷ
 Net foreign exchange (gains)/loss                                                (13)                 79
 Net change in fair value of financial instruments                                90                   (99)
 Loss on disposal of property, plant and equipment and right of use assets        125                  ─
 Share-based payments charge                                                      1,260                964
 Operating cash flows before movements in working capital                         (34,388)             (20,817)
 Increase in trade and other receivables                                          (870)                (8,757)
 (Increase)/decrease in inventories                                               (447)                69
 Decrease in trade and other payables                                             (3,717)              (1,809)
 Decrease/(increase) in contract assets                                           8,065                (6,633)
 Increase in contract liabilities                                                 12,602               3,213
 Increase/(decrease) in provisions                                                1,717                (188)
 Net cash used in operations                                                      (17,038)             (34,790)
 Taxation paid                                                                    (3,032)              (1,019)
 Net cash used in operating activities                                            (20,070)             (35,941)

 Investing activities
 Purchase of property, plant and equipment                                        (1,776)              (4,449)
 Capitalised development expenditure                                              (87)                 (2,294)
 Decrease in short-term investments                                               7,445                32,537
 Finance income received                                                          4,149                8,469
 Net cash generated from investing activities                                     9,731                34,263

 Financing activities
 Proceeds from issuance of ordinary shares                                        99                   539
 Repayment of lease liabilities                                                   (792)                (774)
 Interest paid                                                                    (495)                (243)
 Net cash generated used by financing activities                                  (1,188)              (478)

 Net decrease in cash and cash equivalents                                        (11,527)             (2,156)
 Exchange loss on cash and cash equivalents                                       (132)                (57)
 Cash and cash equivalents at beginning of period                                 47,494               49,707
 Cash and cash equivalents at end of period                                 13    35,835               47,494

 

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

 

 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 For the year ended 31 December 2025

 

                                     Share     Share     Capital redemption reserve  Merger    Accumulated losses  Total

                                     capital   premium                               reserve
                                     £'000     £'000     £'000                       £'000     £'000               £'000
 At 1 January 2024                   19,297    406,184   3,449                       7,463     (255,758)           180,635

 Comprehensive income
 Loss for the financial year         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, net of costs       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

 Comprehensive income
 Loss for the financial period       ꟷ         ꟷ         ꟷ                           ꟷ         (47,546)            (47,546)
 Total comprehensive loss            ꟷ         ꟷ         ꟷ                           ꟷ         (47,546)            (47,546)

 Transactions with owners
 Issue of shares                     99        ꟷ         ꟷ                           ꟷ         ꟷ                   99
 Share-based payments charge         ꟷ         ꟷ         ꟷ                           ꟷ         1,260               1,260
 Total transactions with owners      99        ꟷ         ꟷ                           ꟷ         1,260               1,359
 At 31 December 2025                 19,469    406,650   3,449                       7,463     (329,385)           107,646

 

 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 2025. 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 2025 which have been
 approved by the Board of Directors, and the comparative figures for the year
 ended 31 December 2024 are based on the financial statements for that year.

 The financial statements for 2024 have been delivered to the Registrar of
 Companies and the 2025 financial statements will be delivered after the Annual
 General Meeting on 14 May 2026. 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 2025 of
 £47.5 million (2024: £28.3 million) and net cash used in operating
 activities of £20.1 million (2024: £35.9 million). At 31 December 2025, the
 Group held cash and cash equivalents and investments of £83.3 million (31
 December 2024: £102.5 million).

 The Directors have prepared monthly budgets and cash flow projections that
 extend up to 31 December 2027. The forecast operating cash will be lower in
 2026 compared to 2025 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. 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 2024.

 

 2. Revenue

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

 Geographical market

 

                 31 December 2025         31 December 2024
                £'000                    £'000
 Europe         4,571                    8,689
 Asia           27,989                   43,064
 North America  83                       138
                32,643                   51,891

 

 For the year ended 31 December 2025, the Group has identified four major
 customers (defined as customers that individually contributed more than 10% of
 the Group's total revenue) that accounted for approximately 33%, 23%, 17% and
 11% of the Group's total revenue recognised in the year (year ended 31
 December 2024: three customers that accounted for approximately 44%, 26% and
 13% of the Group's total revenue recognised for that year).

 Major product/service lines

 

                                     31 December 2025       31 December 2024
                                    £'000                   £'000
 Provision of technology hardware   10,289                  6,938
 Engineering services and licences  22,244                  44,953
 Royalties                          110                     ꟷ
                                    32,643                  51,891

 

 Timing of transfer of goods and services

 

                                                        31 December 2025      31 December 2024
                                                       £'000                 £'000
 Products and services transferred at a point in time  14,328                33,030
 Products and services transferred over time           18,315                18,861
                                                       32,643                51,891

 

 The contract-related assets and liabilities are as follows:

 

                                                                  31 December 2025  31 December 2024  1 January

                                                                                                      2024
                                                                  £'000             £'000             £'000
 Trade receivables                                          11    14,938            9,872             3,422
 Contract assets - accrued income                                 143               7,333             1,575
 Contract assets - deferred contract costs                        ꟷ                 875               ꟷ
 Total contract related assets                                    15,081            18,080            4,997
 Contract liabilities - variable consideration constrained        (1,500)           (525)             ꟷ
 Contract liabilities - deferred income                           (21,784)          (10,157)          (7,469)
 Total contract liabilities                                       (23,284)          (10,682)          (7,469)

 

 3. Operating costs

 

 Operating costs can be analysed as follows:
                                              31 December 2025     31 December 2024
                                              £'000               £'000
 Research and development costs               48,559              48,531
 Administrative expenses                      14,199              18,014
 Commercial                                   7,315               7,782
                                              70,073              74,327

 

 4. Finance income and expenses

 

                                                                           31 December 2025      31 December 2024
                                                                          £'000                 £'000
 Interest income on cash, cash equivalents and investments                4,060                 5,807
 Finance income                                                           4,060                 5,807

 Interest on lease liability                                              (245)                 (243)
 Unwinding of discount on provisions                                      (92)                  (40)
 Unwinding of the finance component of a customer contract                (250)                 ꟷ
 Foreign exchange loss on cash, cash equivalents and short-term deposits  ꟷ                     (79)
 Interest expense                                                         (587)                 (362)

 

 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 2025      31 December 2024
                                         £'000                 £'000
 UK corporation tax                      ─                     ꟷ
 Foreign tax suffered                    1,248                 2,445
 Adjustment in respect of prior periods  (8)                   (12)
                                         1,240                 2,433

 

 6. Loss per share

 

                                                             31 December 2025   31 December 2024
                                                             £'000             £'000
 Loss for the financial period attributable to shareholders  (47,546)          (28,305)

 Weighted average number of shares in issue                  193,896,776       193,321,401

 Loss per £0.10 ordinary share (basic and diluted)           (24.52)p          (14.64)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 2024          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
 Disposal                   (267)                   (640)                 (321)                                  (15)                    ꟷ                          (1,243)
 At 31 December 2024        9,132                   35,820                1,750                                  376                     5,845                      52,923
 Additions                  161                     30                                      15                   ꟷ                       1,570                      1,776
 Transfers                  386                     2,055                 ꟷ                                      ꟷ                       (2,441)                    ꟷ
 Disposals                  (168)                   (1,435)               (259)                                  (16)                    ꟷ                          (1,878)
 At 31 December 2025        9,511                   36,470                1,506                                  360                     4,974                      52,821

 Accumulated depreciation
 At 1 January 2024          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  (267)                   (640)                 (321)                                  (15)                    ꟷ                          (1,243)
 At 31 December 2024        5,141                   22,268                1,628                                  302                     ꟷ                          29,339
 Charge for the year        1,238                   5,719                 91                                     52                      ꟷ                          7,100
 Depreciation on disposals  (120)                   (1,417)               (259)                                  (16)                    ꟷ                          (1,812)
 At 31 December 2025        6,259                   26,570                1,460                                  338                     ꟷ                          34,627

 Net book value
 At 31 December 2025        3,252                   9,900                 46                                     22                      4,974                      18,194
 At 31 December 2024        3,991                   13,552                122                                    74                      5,845                      23,584
 At 1 January 2024          4,969                   14,044                317                                    123                     6,429                      25,882

 

 '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 2024         4,658               43                  ꟷ          4,701
 Additions                 ꟷ                   ꟷ                   290        290
 Disposals                 ꟷ                   ꟷ                   (38)       (38)
 Adjustment to lease term  145                 ꟷ                   ꟷ          145
 At 31 December 2024       4,803               43                  252        5,098
 Additions                 935                 ꟷ                   106        1,041
 Disposals                 ꟷ                   ꟷ                   (111)      (111)
 At 31 December 2025       5,738               43                  247        6,028

 Accumulated depreciation
 At 1 January 2024         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
 Charge for the year       658                 ꟷ                   95         753
 Disposals                 ꟷ                   ꟷ                   (52)       (52)
 At 31 December 2025       3,828               43                  94         3,965

 Net book value
 At 31 December 2025       1,910               ꟷ                   153        2,063
 At 31 December 2024       1,633               ꟷ                   201        1,834
 At 1 January 2024         2,136               5                   ꟷ          2,141

 

 The lease liabilities are detailed in Note 16.

 

 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 2024         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
 Additions                 ꟷ                                                        ꟷ                                87          ꟷ             87
 At 31 December 2025       411                                                      22,200                           612         1,493         24,716

 Accumulated amortisation
 At 1 January 2024         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
 Charge for the year       ꟷ                                                        3,382                            42          434           3,858
 At 31 December 2025       411                                                      6,915                            451         736           8,513

 Net book value
 At 31 December 2025       ꟷ                                                        15,285                           161         757           16,203
 At 31 December 2024       ꟷ                                                        18,667                           116         1,191         19,974
 At 1 January 2024         83                                                       17,676                           240         1,055         19,054

 

 The 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
 2025 are £Nil (2024: £812,000). Amortisation of the 640 programme commenced
 in 2024.

 

 10. Inventories

 

                   31 December 2025    31 December 2024
                   £'000               £'000
 Raw materials     1,313               1,621
 Work in progress  1,319               759
 Finished goods    571                 376
 Total inventory   3,203               2,756

 

 11. Trade and other receivables

 

                    31 December 2025    31 December 2024
 Current:           £'000               £'000
 Trade receivables  14,938              9,872
 VAT receivable     687                 1,120
 RDEC receivable    2,814               6,790
 Other receivables  297                 103
                    18,736              17,885
 Non-current:
 Other receivables  741                 741

 

 The RDEC receivable is a receivable from the UK Government for the Group's
 2025 RDEC claim.

 

 12. Other current assets

 

              31 December 2025    31 December 2024
              £'000               £'000
 Prepayments  1,449               1,430
              1,449               1,430

 

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

 

                                            31 December 2025    31 December 2024
                                            £'000               £'000
 Cash at bank and in hand                   3,287               10,338
 Money market funds                         32,548              37,156
 Cash and cash equivalents                  35,835              47,494

 Short-term investments                     47,437              54,971
 Cash and cash equivalents and investments  83,272              102,465

( )

 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 2025    31 December 2024
 Current:        £'000               £'000
 Trade payables  1,352               2,007
 Other payables  1,390               1,531
                 2,742               3,538

 

 15. Other current liabilities

 

                  31 December 2025    31 December 2024
                  £'000               £'000
 Current:
 Accruals         3,907               6,581
 Deferred income  242                 244
                  4,149               6,825
 Non-current:
 Deferred income  976                 1,221

 

 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.  Lease liabilities

 

                                     31 December 2025  31 December 2024
                                     £'000             £'000

 At the start of the period          2,223             2,596
 New finance leases recognised       106               290
 Lease payments                      (1,037)           (1,017)
 Interest expense                    245               243
 Disposals                           (63)              ꟷ
 Adjustment to lease term            935               111
 At the end of the period            2,409             2,223

 Current                             834               731
 Non-current                         1,575             1,492
 Total at the end of the period      2,409             2,223

 

 17.  Provisions

 

                                                              Property Dilapidations               Settlement                    Total

                                                                                      Warranties               Contract Losses
                                                              £'000                   £'000        £'000       £'000             £'000
 At 1 January 2024                                            2,282                   603          ꟷ           44                2,929
 Movements in the Consolidated Statement of Profit and Loss:
 Unused amounts reversed                                      ꟷ                       (206)        ꟷ           ꟷ                 (206)
 Unwinding of discount                                        40                      ꟷ            ꟷ           ꟷ                 40
 Increase in provision                                        18                      ꟷ            ꟷ           ꟷ                 18
 At 31 December 2024                                          2,340                   397          ꟷ           44                2,781
 Movements in the Consolidated Statement of Profit and Loss:
 Unused amounts reversed                                      ꟷ                       ꟷ            ꟷ           (44)              (44)
 Unwinding of discount                                        92                      ꟷ            ꟷ           ꟷ                 92
 Change in provision                                          (56)                    (163)        1,980       ꟷ                 1,761
 At 31 December 2025                                          2,376                   234          1,980       ꟷ                 4,590

 Current                                                      ꟷ                       234          1,980       ꟷ                 2,214
 Non-current                                                  2,376                   ꟷ            ꟷ           ꟷ                 2,376
 At 31 December 2025                                          2,376                   234          1,980       ꟷ                 4,590

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

 

 18. Share capital

 

                                                                            31 December 2025                 31 December 2024
                                                                            Number of £0.10   £'000          Number of £0.10

Ordinary
Ordinary

shares
shares           £'000
 Allotted and fully paid
 At 1 January                                                               193,699,380       19,370         192,968,096       19,297
 Allotted £0.10 Ordinary shares on exercise of employee share options       995,163           99             731,284           73
 At 31 December                                                             194,694,543       19,469         193,699,380       19,370

 

 During the year ended 31 December 2025, 995,163 ordinary £0.10 shares were
 allotted for cash consideration of £99,516 on the exercise of employee share
 options (31 December 2024: 731,284 ordinary £0.10 shares were allotted for
 cash consideration of £538,913).

 

 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.

 19. Events after the balance sheet date

 After the year end, Ceres agreed and paid a settlement of £1,980,000 with a
 third party in connection with the early termination of a contract.

 20. Capital commitments

 Capital expenditure that has been contracted for but has not been provided for
 in the consolidated financial statements amounts to £320,000 as at 31
 December 2025 (31 December 2024: £725,000). The reduction in capital
 commitments this year reflects Ceres' continued progression through its
 technology and manufacturing lifecycle, with major development and
 test‑related investment now largely complete as we transition toward a
 commercially focused operating model.

 21. Related party transactions

 As at 31 December 2025 the Group's related parties were its Directors.

 Major shareholders have been considered in the Directors' Report within the
 annual report and accounts 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 2025 none of the Directors exercised share
 options.

 RFC Power Ltd were a related party up until control was obtained on 1 August
 2025. There were no transactions with RFC Power Ltd while they were a related
 party.

 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.

 22. Exceptional operating costs

 Exceptional operating costs

 Ceres and a supplier settled a contractual dispute for the sum of £1,440,000.

 The Group also recognised a provision of £1,980,000 in respect of an
 obligation arising from the termination of a supply contract. The provision
 represents management's best estimate of the expenditure required to settle
 the obligation at the reporting date.

 Impairment of investment in associate

 The 24.2% interest in the associate, RFC Power Limited, has been impaired to
 £nil. During the period the Group identified indicators to suggest RFC could
 not carry on as a going concern. As this cost arises from events outside the
 ordinary course of business, it has been presented separately within the
 consolidated statement of profit and loss to provide clarity on the Group's
 underlying operating performance.

 Subsequently, the Group purchased the remaining shares of RFC on 1 August
 2025.

 

 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,
 exceptional costs outside the regular course of business, unrealised losses on
 forward contracts and exchange gains/losses.

 

                                         31 December 2025  31 December 2024

                                         £'000             £'000
 Operating loss                          (47,621)          (31,317)
 Depreciation and amortisation           10,417            8,029
 Share-based payment charges             1,260             964
 Unrealised losses on forward contracts  (88)              136
 Exceptional operating costs             3,420             ꟷ
 Exchange gains                          90                (99)
 Adjusted EBITDA                         (32,522)          (22,287)

 

 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 2025.
 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 2025, 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://www.ceres.tech) . Legislation in the United
 Kingdom governing the preparation and dissemination of financial statements
 may differ from legislation in other jurisdiction.

 

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.   END  FR EAPDSAFEKEFA



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