REG - Ceres Power Holdings - Interim Results
26/09/2025 07:00
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RNS Number : 9122A Ceres Power Holdings plc 26 September 2025
CWR.L
26 September 2025
The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 ("UK MAR") which is part of UK law
by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of UK
MAR. Upon the publication of this announcement, this inside information is now
considered to be in the public domain.
Ceres Power Holdings plc
Interim results for the six months ended 30 June 2025
Ceres Power Holdings plc ("Ceres", the "Company") (CWR.L), a leading developer
of clean energy technology, announces its results for the six-month period
ended 30 June 2025.
Financial highlights
· Strong balance sheet with cash and short-term investments of
£104.1 million (December 2024: £102.5 million), following positive cash
inflow of £1.6 million (H1 2024: outflow of £13.9 million) received in the
period as a result of disciplined working capital management
· Revenue decreased 26% to £21.1 million (H1 2024: £28.5
million), in line with management expectations following significant one-off
licence revenue as part of the Delta agreement in 2024
· Gross profit decreased 27% to £16.6 million (H1 2024: £22.9
million), reflecting lower revenues in the period
· Gross margin of 79% (H1 2024: 80%)
· Operating costs (before exceptional costs) decreased by 6% to
£35.6 million (H1 2024: £37.9 million) following the cost base
rationalisation announced in 2024 and continued financial discipline
· Adjusted EBITDA loss increased to £11.3 million (H1 2024: £9.0
million)
Commercial highlights year to date
· Doosan factory starts cell and stack production: In July 2025
Doosan became the first Ceres partner to enter mass production of products
using Ceres solid oxide fuel cell (SOFC) technology. Exciting growth
applications include AI-driven data centre power, energy grid stabilisation,
power systems for buildings and auxiliary power for marine. The royalty
revenue streams due to Ceres will follow Doosan's first commercial sales
· Shell megawatt-scale electrolyser goes live: first hydrogen
production at Shell's Technology Centre in Bangalore demonstrating an
industry-leading electrolyser module efficiency of 37kWh/kg of hydrogen
· Delta acquires land and factory facilities: Delta has committed
approximately NT$6.95 billion (c. £170 million) on assets for the large-scale
manufacturing of hydrogen energy solutions, including on Ceres' solid oxide
technology, for AI-driven data centre power
(https://www.ceres.tech/products-and-applications/applications/data-centres/)
, microgrid and other energy infrastructure applications
(https://www.ceres.tech/products-and-applications/applications/)
· Thermax and Denso relationships: Thermax has inaugurated its
HydroGenx Hub in Pune, India to evaluate and demonstrate green hydrogen
technologies and SOEC systems. Denso is also making good progress, passing
technology transfer key milestones
· Business transformation: Ceres is announcing a business
transformation programme to recognise its transition from a R&D focussed
to a commercially led organisation.
Outlook
· The Board now believes that the most probable revenue outturn for
the year ending 31 December 2025 will be around £32 million. The Company is
in later stage negotiation regarding a new manufacturing licence agreement but
recognises that completion and timing of revenue recognition are uncertain. If
successful, any revenue recognised in the current year would be in addition to
the above guidance.
Phil Caldwell, Chief Executive Officer of Ceres, said:
"We are seeing an unprecedented change in the market with an acute need for
power to service the demand of AI-data centres and increased electrification
of society which represents a major market opportunity for the business. The
emergence of this market has coincided with Doosan's start of mass manufacture
of Ceres-based products and marks a key inflection point as we transition from
being an R&D-led organisation to a commercially focused business.
We have to adapt to the changing market opportunities and we are implementing
a business transformation programme to ensure we are in the best shape to
drive the next exciting phase of the Company's growth.
With a single product approach, a sharper commercial and operational focus and
the establishment of mass manufacturing, I am confident that we can both meet
the needs of today's rapidly growing power market while also positioning the
business for the future hydrogen market which we believe will follow over the
coming years."
Ends
Financial Summary 30 June 2025 30 June 2024
£'000 £'000
Total revenue, comprising: 21,093 28,500
Provision of technology hardware 6,579 3,209
Engineering services and licences 14,514 25,291
Gross profit 16,622 22,887
Gross margin % 79% 80%
Adjusted EBITDA loss(1) (11,311) (9,042)
Operating loss (before exceptional costs) (17,217) (13,757)
Net cash generated/(used) in operating activities 952 (13,220)
Net cash and investments 104,067 126,092
1. Adjusted EBITDA loss is an Alternative Performance Measure, as defined and
reconciled to operating loss at the end of this report.
Analyst presentation
Ceres Power Holdings plc will be hosting a live webcast for analysts and
investors on 26 September 2025 at 09.30 BST. To register your interest in
participating, please go to:
https://www.investormeetcompany.com/ceres-power-holdings-plc/register-investor
(https://url.uk.m.mimecastprotect.com/s/4Vs2CW6JxcjPE41u6fzsoNyp2?domain=investormeetcompany.com)
For further information visit www.ceres.tech (http://www.ceres.tech) or
contact:
Ceres Power Holdings plc Tel: +44 (0)7884 654 179
Patrick Yau/Merryl Black Email: investors@cerespower.com
MHP Group (PR Adviser) Tel: +44 (0) 7827 662831
Reg Hoare/James McFarlane/Matthew Taylor Email: ceres@mhpgroup.com (mailto:ceres@mhpgroup.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 and produces green hydrogen at high efficiencies as a route to
decarbonise emissions-intensive industries such as steelmaking, ammonia 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 at www.ceres.tech (http://www.ceres.tech) or follow
us on LinkedIn
(https://protect.checkpoint.com/v2/___https:/www.linkedin.com/company/ceres-power/___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzpkYzQ4ZmYyZjNmN2MzMDE2YzhhN2M1NWU3OThjOTgyMjo2OjdlNDM6ZjQzNDA4ZGI0ZWY2MWUwN2U3ZDE5Mjg0ODlmOThkMzQ5MjMwODI4Mzg5MWYzZDY5NDNkZTcxNGNiOWVlNzdmMDpwOkY6Tg)
.
Chief Executive's statement
Introduction
Ceres has now crossed over from being an R&D company to one that is firmly
in a commercial production phase as first Doosan initiated manufacturing of
our SOFC technology in South Korea at the end of July 2025 and then Delta
announced plans for the building of its manufacturing facility for products
using Ceres technology in Taiwan.
Over the past year power and hydrogen markets have experienced opposing trends
as we have experienced significant changes in both the energy and the
political landscapes. We have seen a marked increase in near term demand for
fuel cells for power solutions in contrast to challenges in the demand and
rate of deployment for hydrogen projects in some parts of the world. There is
now growing demand for clean power that can be deployed rapidly and our
licensees' first products are targeting this power market which is being
driven by increased demand from AI data centres and electrification. The
hydrogen market continues to be a significant opportunity for both Ceres
technology and our licensees but we believe this will follow the power market,
benefiting from the maturity and scale achieved by our partners.
This shift towards commercialisation was underlined at the end of last year
when several R&D projects concluded, enabling us to reduce operating costs
and accelerate our commercial activities. Ceres sales teams are now present on
the ground in key territories such as China, Asia Pacific, India and the US,
supported by new marketing initiatives and programmes.
Business transformation
Both Ceres and the markets we serve are entering transformational phases.
The massive global investment in AI-related data centre infrastructure is
emerging as one of the most significant trends in the world economy, with the
resulting pressure on power resources coming sharply into focus. In response
the demand for fuel cell power systems is projected to accelerate rapidly to
fulfil the expanding data centre sector's need for power to support the growth
of this industry. Whilst, the hydrogen opportunity also remains significant,
we believe this market will follow later. Therefore, in the near-term Ceres
will focus on servicing the growing fuel cell power market. This strategic
approach will be underpinned by a solid technology roadmap to deliver
continuous generational improvements to maintain our technology leadership
position.
For Ceres, 2025 is set to be a landmark year with the commercial launch of our
technology through the Doosan partnership, Delta's investment in a facility in
Taiwan and product development of our dual purpose (power & electrolysis),
latest generation stack platform which will be launched next year.
These milestones mean that Ceres is firmly stepping into the full commercial
phase of our business and technology. To drive and support this, we are
initiating a 12-month business transformation programme that will prepare the
Company for the next phase of growth. Specifically, by the end of 2026, we
will have:
· Restructured and realigned the business to the market
opportunity, embedding new ways of working
· Commercially launched our best in class, dual purpose stack
platform serving both power and hydrogen markets
· Supported existing partners on their manufacturing journey to
join Doosan in launching products using Ceres technology
· Established commercial opportunities to attract new manufacturing
partners wishing to adopt our industry leading solid oxide technology
· Reduced our operating costs showing continued financial
discipline
Phase one of the business transformation programme, which Ceres aims to
complete by the end of 2025, is an operational restructuring and realignment
of resources. As a result, going into 2026 the Company expects operating
expenses to be reduced by around 20% compared to the year ending 31 December
2025.
Market landscape and opportunities
Ceres achievements should be seen in the context of a market landscape that
has evolved rapidly over the past year. Demand for power continues to grow
strongly, driven by the needs of industrial electrification, the rise of
AI-driven data centres, energy grid reinforcement and ongoing electrification.
By 2030, there is projected to be a 150 GW capacity requirement for data
centres globally, potentially accounting for up to 4,500 TWh of electricity
consumption by 2050 (rising from 5% to 9% of total electricity
consumption)(( 1 )).
Power applications in the data centre industry present distinct near-term
opportunities for Ceres solid oxide technology given its many advantages over
conventional power generation. The rapid rise of AI-driven data centres has
catalysed demand for new power solutions that offer rapid time-to-power
deployment, 24/7 reliability and high efficiency. With wait times for grid
connections or delivery of power units such as gas turbines now exceeding five
years, the data centre industry is seeking alternative power systems,
including solid oxide fuel cells.
In addition to the data centre market, other attractive power applications
continue to mature. These include, distributed power through microgrids,
combined heat, power and cooling applications for buildings and auxiliary
power systems for marine vessels. Some regions are also introducing favourable
tax incentives for the adoption of fuel cells, such as the 30% Investment Tax
Credit under Section 48E of the USA's One Big Beautiful Bill. Similar
incentives have been established in South Korea (the Green New Deal aims to
achieve fuel cell deployment of 15 GW by 2040, supported by tax and other
incentives); and Japan (Green Transformation policies supporting the
establishment of a hydrogen economy, including the development of stationary
fuel cell power stations).
Lead times for electrolyser final investment decisions for hydrogen projects
remain a challenge for the industry, exacerbated by macro-economic headwinds.
Unlocking these opportunities will take time and resource, but we remain
confident that the long-term imperative to decarbonise industrial processes
will continue to drive the market and that this will open up the opportunity
for the electrolysis industry to adopt more advanced technologies such as
solid oxide over incumbent technologies.
Ceres solid oxide technology offers superior operating efficiency and cost
benefits with our electrolyser systems delivering an operating efficiency
improvement of around 30%, compared to PEM or alkaline systems. Our cells are
primarily built from steel, an abundant, low-cost and recyclable material,
further reducing raw material costs for our manufacturing partners. Finally,
our use of the ultra-thin ceramic layers within the cell minimizes material
usage and reliance on expensive critical minerals used in other electrolyser
technologies which may become harder to source as businesses look to localise
supply chains due to import tariffs.
Delivering commercial progress across the business
Ceres ended 2024 with record annual revenue and order intake following twelve
months of significant commercial progress, culminating in two new
manufacturing licence wins and a systems licence partnership. As each licence
deal was secured Ceres teams started the process of technology transfer, with
respective partners spending time at Ceres facilities. Much of this work was
completed in 2024 with the focus switching during the first half of 2025 to
supporting partner factory design and development as well as the establishment
of local supply chains for raw materials.
In parallel with onboarding new partners such as Delta, Denso, and Thermax,
Ceres teams continued to work with existing partners to advance their factory
plans. In February 2025, Bosch announced a strategic decision to realign its
operations and investments in stationary fuel cell power technologies. The
stationary hydrogen-to-power markets in Europe had not developed as Bosch
expected, leading it to discontinue its development of solid oxide fuel cells
and terminate its relationship with Ceres. While this was disappointing our
portfolio approach to partnerships and licence geographies has reduced the
financial impact, as other partners continued to progress towards commercial
launch while demand for these applications has only increased.
Doosan reaches a major milestone
One of our key fuel cell manufacturing partners, Doosan, announced in July
2025 that it had formally started production of stacks and fuel cell power
systems based on Ceres technology at its state-of-the-art 50MW factory in
South Korea. This marked a significant milestone for both companies, with the
world's first commercial-scale production factory using Ceres' solid oxide
technology coming on-stream. This paves the way for the anticipated royalty
payments from Doosan, validating the Ceres approach to IP protection and its
licensing model.
Doosan will supply solid oxide power systems initially in South Korea, with a
primary focus on stationary distributed power applications. This includes uses
in AI-driven data centres, the stabilisation of renewables-based power grids
and microgrids through peak power production, power systems for buildings and
auxiliary power solutions for the marine shipping markets.
Delta building momentum
Taiwanese partner Delta Electronics has been building momentum in solid oxide
technologies at pace. Within a year of signing a manufacturing licence
agreement with Ceres in January 2024, Delta inaugurated Taiwan's first
megawatt-grade R&D research centre for electrolysis and fuel cells in
December 2024. The Delta Net Zero Science Lab, located at the company's Tainan
Plant 2, provides a broad testing environment for validating solid oxide
hydrogen production and fuel cell technologies. Ceres's SOFC technology has
already been applied in Delta's microgrid pilot projects, integrating
renewable energy, energy storage, and power management systems to establish
low-carbon, high-efficiency distributed energy grids.
In July 2025, Delta announced the purchase of 112,000 square meters of land
and factory facilities in Taoyuan City, Taiwan, for approximately NT$6.95
billion (c.£170 million). The facility is expected to focus on large-scale
manufacturing of hydrogen energy solutions including Ceres' solid oxide
technology for data centre power, microgrid and other energy infrastructure
applications. Delta is a leader in specialised power systems for the AI-driven
data centre market, offering a range of products including power supply and
control systems and cooling solutions.
Progress in electrolysis
Ceres has also made important progress on the electrolysis side of its
business. The Company's first megawatt-scale SOEC demonstrator system, located
at Shell's Technology Centre in Bangalore, India, started to produce hydrogen
in May 2025. This marks a key milestone in the industrial maturity of Ceres'
solid oxide electrolyser technology, supported by Shell's installation,
integration and safety assurance expertise. The collaboration will now run for
afive-year operational phase with the potential to produce hydrogen at 600 kg
per day at full capacity with an industry-leading electrolyser module
efficiency of 37kWh/kg of hydrogen. Ceres and Shell continue to collaborate on
pressurised solid oxide modules that can scale from 1MW to 10MW capacity. This
is anticipated to lead to the development of modular designs that could be
further scaled to hundreds of megawatts for integration into industrial
plants.
Denso, which was announced as a manufacturing partner in August 2024,
completed the technology transfer process and passed through key milestones,
enabling it to understand the fundamentals of our technology. It is now making
progress and developing this knowledge into the preparation for its factory
design process, with Ceres teams supporting as required.
Systems partner Thermax has also been moving ahead in its relationship with
Ceres, having established its HydroGenX Hub in Pune, India. This is an
incubation centre for the evaluation and development of green hydrogen
technologies and solutions for hydrogen production, storage and applications.
The increased commercial and partner progress has further improved Ceres'
standing in the global energy transition movement. In June 2025 Ceres became a
member of the Hydrogen Council, an influential CEO-led organisation of leading
energy, transport and industrial companies working to position hydrogen as a
key solution to the challenges of energy transition. The Council plays a
critical role in uniting stakeholders across the hydrogen value chain around
the world, fostering collaboration between industry, investors and government.
Financial review
Revenue for the six-month period ended 30 June 2025 was £21.1 million,
compared to £28.5 million in the same period of 2024. The prior period
included significant one-off licence revenue following the signing of the
Delta agreement. In H1 2025, one-off revenue was recognised following the
successful commissioning of the demonstrator operated by Shell in Bangalore.
In addition, revenue from existing partners, Delta and Denso, continued as the
Group supported ongoing development activities.
Gross profit of £16.6 million in the period (H1 2024: £22.9 million)
decreased when compared to the prior year due to the impact of significant
one-off licence revenue which has no associated cost of sales in H1 2024.
Gross margins remain high at 79% (H1 2024: 80%), which illustrates the
Company's asset-light, licensing business model.
Overall operating costs before exceptional costs decreased in H1 2025 to
£35.6 million (H1 2024: £37.9 million) reflecting maintained investment in
core technology to drive future growth balanced with disciplined financial
management. Exceptional operating costs relate to an impairment of the
investment in the associate, RFC Power Limited, and a settlement agreement,
more detail is found in Note 23. As these costs arise from events outside the
ordinary course of business, they have been presented separately within the
statement of profit or loss to provide clarity on the Group's underlying
operating performance. Research and development (R&D) costs totalled
£25.6 million, up from £23.3 million in the comparative period. Although
higher than 2024, underlying cash investment remains in line with
expectations. The increase in the reported H1 2025 figure is mainly due to
accounting effects, including a full half-year of amortisation and lower
capitalisation of development costs following peak activity in 2023.
Adjusted EBITDA loss for H1 2025 increased to £11.3 million (H1 2024: £9.0
million). Adjusted EBITDA is a non-statutory measure and is detailed in the
Alternative Performance Measures section in this review. The movement from
2024 is primarily due to the high margin revenue recognised in 2024 as
explained above.
Capital expenditure in the half decreased to £2.1 million (H1 2024: £2.8
million) largely as a result of significant investment in our testing
capability. Capitalised development costs reduced to £nil compared to £1.3
million in the prior year period. We have assessed our internal development
activities and concluded that incremental redesigns do not meet the criteria
for capitalisation. Technical feasibility is typically confirmed only after
detailed design and formal approval, at product integration. Given the high
level of uncertainty and risk throughout, we expense these costs as incurred.
Ceres recognised a cash inflow in the period (change in cash, cash equivalents
and short-term investments) of £1.6 million (H1 2024: outflow of £13.9
million). This was driven by significant customer receipts and an R&D tax
credit due on 31 December 2024 was received in January 2025. Ceres therefore
ends the period in a strong position with £104.1 million in cash, cash
equivalents and short-term investments (H1 2024: £126.1 million, 31 December
2024: £102.5 million). This will support future investment as the Company
drives revenue growth, maintains discipline over costs and expenditure and
tracks towards profit and cashflow break‑even.
Principal risks and uncertainties
The Directors have reviewed the principal risks and uncertainties that could
have a material impact on the Group's performance and have concluded that
there have been no changes from those described in the Ceres Annual Report
2024. A summary of the Group's principal risks can be found at the end of this
report.
Outlook: building commercial traction
The progress we have achieved with our partners has improved our business
balance, with near-term power opportunities becoming more evident and
long-term industrial decarbonisation prospects likely to bear fruit for our
electrolysis business over the longer term. Currently, our primary focus is on
securing new licence agreements in the commercial power markets to meet the
energy demands of AI-driven data centres. The Company will realign its
resources to support a greater commercial focus through its new business
transformation plan.
We are continuing to position ourselves as key players in the electrolysis
markets, building relationships with technology manufacturers, systems
integrators and green hydrogen off-takers. With two exciting market
opportunities now in front of us, addressing power first and hydrogen
following, and benefiting from a mature and scalable single product approach,
we are confident that we have the strategy to establish our technology as the
industry standard for solid oxide.
Phil Caldwell
Chief Executive Officer
Responsibility Statement
The directors confirm that to the best of their knowledge:
· the condensed set of financial statements has been prepared in
accordance with UK adopted IAS 34 'Interim Financial Reporting'; and
· the interim management report includes a fair review of the
information required by DTR 4.2.7 (indication of important events and their
impact, and a description of principal risks and uncertainties for the
remaining six months of the financial year) and DTR 4.2.8 (disclosure of
related parties' transactions and changes therein).
The full list of current Directors can be found on the Ceres website at
https://www.ceres.tech (https://www.ceres.tech) .
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 and produces green hydrogen at high efficiencies as a route to
decarbonise emissions-intensive industries such as steelmaking, ammonia 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 at www.ceres.tech (http://www.ceres.tech) or follow
us on LinkedIn
(https://protect.checkpoint.com/v2/___https:/www.linkedin.com/company/ceres-power/___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzpkYzQ4ZmYyZjNmN2MzMDE2YzhhN2M1NWU3OThjOTgyMjo2OjdlNDM6ZjQzNDA4ZGI0ZWY2MWUwN2U3ZDE5Mjg0ODlmOThkMzQ5MjMwODI4Mzg5MWYzZDY5NDNkZTcxNGNiOWVlNzdmMDpwOkY6Tg)
.
Chief Executive's statement
Introduction
Ceres has now crossed over from being an R&D company to one that is firmly
in a commercial production phase as first Doosan initiated manufacturing of
our SOFC technology in South Korea at the end of July 2025 and then Delta
announced plans for the building of its manufacturing facility for products
using Ceres technology in Taiwan.
Over the past year power and hydrogen markets have experienced opposing trends
as we have experienced significant changes in both the energy and the
political landscapes. We have seen a marked increase in near term demand for
fuel cells for power solutions in contrast to challenges in the demand and
rate of deployment for hydrogen projects in some parts of the world. There is
now growing demand for clean power that can be deployed rapidly and our
licensees' first products are targeting this power market which is being
driven by increased demand from AI data centres and electrification. The
hydrogen market continues to be a significant opportunity for both Ceres
technology and our licensees but we believe this will follow the power market,
benefiting from the maturity and scale achieved by our partners.
This shift towards commercialisation was underlined at the end of last year
when several R&D projects concluded, enabling us to reduce operating costs
and accelerate our commercial activities. Ceres sales teams are now present on
the ground in key territories such as China, Asia Pacific, India and the US,
supported by new marketing initiatives and programmes.
Business transformation
Both Ceres and the markets we serve are entering transformational phases.
The massive global investment in AI-related data centre infrastructure is
emerging as one of the most significant trends in the world economy, with the
resulting pressure on power resources coming sharply into focus. In response
the demand for fuel cell power systems is projected to accelerate rapidly to
fulfil the expanding data centre sector's need for power to support the growth
of this industry. Whilst, the hydrogen opportunity also remains significant,
we believe this market will follow later. Therefore, in the near-term Ceres
will focus on servicing the growing fuel cell power market. This strategic
approach will be underpinned by a solid technology roadmap to deliver
continuous generational improvements to maintain our technology leadership
position.
For Ceres, 2025 is set to be a landmark year with the commercial launch of our
technology through the Doosan partnership, Delta's investment in a facility in
Taiwan and product development of our dual purpose (power & electrolysis),
latest generation stack platform which will be launched next year.
These milestones mean that Ceres is firmly stepping into the full commercial
phase of our business and technology. To drive and support this, we are
initiating a 12-month business transformation programme that will prepare the
Company for the next phase of growth. Specifically, by the end of 2026, we
will have:
· Restructured and realigned the business to the market
opportunity, embedding new ways of working
· Commercially launched our best in class, dual purpose stack
platform serving both power and hydrogen markets
· Supported existing partners on their manufacturing journey to
join Doosan in launching products using Ceres technology
· Established commercial opportunities to attract new manufacturing
partners wishing to adopt our industry leading solid oxide technology
· Reduced our operating costs showing continued financial
discipline
Phase one of the business transformation programme, which Ceres aims to
complete by the end of 2025, is an operational restructuring and realignment
of resources. As a result, going into 2026 the Company expects operating
expenses to be reduced by around 20% compared to the year ending 31 December
2025.
Market landscape and opportunities
Ceres achievements should be seen in the context of a market landscape that
has evolved rapidly over the past year. Demand for power continues to grow
strongly, driven by the needs of industrial electrification, the rise of
AI-driven data centres, energy grid reinforcement and ongoing electrification.
By 2030, there is projected to be a 150 GW capacity requirement for data
centres globally, potentially accounting for up to 4,500 TWh of electricity
consumption by 2050 (rising from 5% to 9% of total electricity
consumption)(( 1 )).
Power applications in the data centre industry present distinct near-term
opportunities for Ceres solid oxide technology given its many advantages over
conventional power generation. The rapid rise of AI-driven data centres has
catalysed demand for new power solutions that offer rapid time-to-power
deployment, 24/7 reliability and high efficiency. With wait times for grid
connections or delivery of power units such as gas turbines now exceeding five
years, the data centre industry is seeking alternative power systems,
including solid oxide fuel cells.
In addition to the data centre market, other attractive power applications
continue to mature. These include, distributed power through microgrids,
combined heat, power and cooling applications for buildings and auxiliary
power systems for marine vessels. Some regions are also introducing favourable
tax incentives for the adoption of fuel cells, such as the 30% Investment Tax
Credit under Section 48E of the USA's One Big Beautiful Bill. Similar
incentives have been established in South Korea (the Green New Deal aims to
achieve fuel cell deployment of 15 GW by 2040, supported by tax and other
incentives); and Japan (Green Transformation policies supporting the
establishment of a hydrogen economy, including the development of stationary
fuel cell power stations).
Lead times for electrolyser final investment decisions for hydrogen projects
remain a challenge for the industry, exacerbated by macro-economic headwinds.
Unlocking these opportunities will take time and resource, but we remain
confident that the long-term imperative to decarbonise industrial processes
will continue to drive the market and that this will open up the opportunity
for the electrolysis industry to adopt more advanced technologies such as
solid oxide over incumbent technologies.
Ceres solid oxide technology offers superior operating efficiency and cost
benefits with our electrolyser systems delivering an operating efficiency
improvement of around 30%, compared to PEM or alkaline systems. Our cells are
primarily built from steel, an abundant, low-cost and recyclable material,
further reducing raw material costs for our manufacturing partners. Finally,
our use of the ultra-thin ceramic layers within the cell minimizes material
usage and reliance on expensive critical minerals used in other electrolyser
technologies which may become harder to source as businesses look to localise
supply chains due to import tariffs.
Delivering commercial progress across the business
Ceres ended 2024 with record annual revenue and order intake following twelve
months of significant commercial progress, culminating in two new
manufacturing licence wins and a systems licence partnership. As each licence
deal was secured Ceres teams started the process of technology transfer, with
respective partners spending time at Ceres facilities. Much of this work was
completed in 2024 with the focus switching during the first half of 2025 to
supporting partner factory design and development as well as the establishment
of local supply chains for raw materials.
In parallel with onboarding new partners such as Delta, Denso, and Thermax,
Ceres teams continued to work with existing partners to advance their factory
plans. In February 2025, Bosch announced a strategic decision to realign its
operations and investments in stationary fuel cell power technologies. The
stationary hydrogen-to-power markets in Europe had not developed as Bosch
expected, leading it to discontinue its development of solid oxide fuel cells
and terminate its relationship with Ceres. While this was disappointing our
portfolio approach to partnerships and licence geographies has reduced the
financial impact, as other partners continued to progress towards commercial
launch while demand for these applications has only increased.
Doosan reaches a major milestone
One of our key fuel cell manufacturing partners, Doosan, announced in July
2025 that it had formally started production of stacks and fuel cell power
systems based on Ceres technology at its state-of-the-art 50MW factory in
South Korea. This marked a significant milestone for both companies, with the
world's first commercial-scale production factory using Ceres' solid oxide
technology coming on-stream. This paves the way for the anticipated royalty
payments from Doosan, validating the Ceres approach to IP protection and its
licensing model.
Doosan will supply solid oxide power systems initially in South Korea, with a
primary focus on stationary distributed power applications. This includes uses
in AI-driven data centres, the stabilisation of renewables-based power grids
and microgrids through peak power production, power systems for buildings and
auxiliary power solutions for the marine shipping markets.
Delta building momentum
Taiwanese partner Delta Electronics has been building momentum in solid oxide
technologies at pace. Within a year of signing a manufacturing licence
agreement with Ceres in January 2024, Delta inaugurated Taiwan's first
megawatt-grade R&D research centre for electrolysis and fuel cells in
December 2024. The Delta Net Zero Science Lab, located at the company's Tainan
Plant 2, provides a broad testing environment for validating solid oxide
hydrogen production and fuel cell technologies. Ceres's SOFC technology has
already been applied in Delta's microgrid pilot projects, integrating
renewable energy, energy storage, and power management systems to establish
low-carbon, high-efficiency distributed energy grids.
In July 2025, Delta announced the purchase of 112,000 square meters of land
and factory facilities in Taoyuan City, Taiwan, for approximately NT$6.95
billion (c.£170 million). The facility is expected to focus on large-scale
manufacturing of hydrogen energy solutions including Ceres' solid oxide
technology for data centre power, microgrid and other energy infrastructure
applications. Delta is a leader in specialised power systems for the AI-driven
data centre market, offering a range of products including power supply and
control systems and cooling solutions.
Progress in electrolysis
Ceres has also made important progress on the electrolysis side of its
business. The Company's first megawatt-scale SOEC demonstrator system, located
at Shell's Technology Centre in Bangalore, India, started to produce hydrogen
in May 2025. This marks a key milestone in the industrial maturity of Ceres'
solid oxide electrolyser technology, supported by Shell's installation,
integration and safety assurance expertise. The collaboration will now run for
a five-year operational phase with the potential to produce hydrogen at 600 kg
per day at full capacity with an industry-leading electrolyser module
efficiency of 37kWh/kg of hydrogen. Ceres and Shell continue to collaborate on
pressurised solid oxide modules that can scale from 1MW to 10MW capacity. This
is anticipated to lead to the development of modular designs that could be
further scaled to hundreds of megawatts for integration into industrial
plants.
Denso, which was announced as a manufacturing partner in August 2024,
completed the technology transfer process and passed through key milestones,
enabling it to understand the fundamentals of our technology. It is now making
progress and developing this knowledge into the preparation for its factory
design process, with Ceres teams supporting as required.
Systems partner Thermax has also been moving ahead in its relationship with
Ceres, having established its HydroGenX Hub in Pune, India. This is an
incubation centre for the evaluation and development of green hydrogen
technologies and solutions for hydrogen production, storage and applications.
The increased commercial and partner progress has further improved Ceres'
standing in the global energy transition movement. In June 2025 Ceres became a
member of the Hydrogen Council, an influential CEO-led organisation of leading
energy, transport and industrial companies working to position hydrogen as a
key solution to the challenges of energy transition. The Council plays a
critical role in uniting stakeholders across the hydrogen value chain around
the world, fostering collaboration between industry, investors and government.
Financial review
Revenue for the six-month period ended 30 June 2025 was £21.1 million,
compared to £28.5 million in the same period of 2024. The prior period
included significant one-off licence revenue following the signing of the
Delta agreement. In H1 2025, one-off revenue was recognised following the
successful commissioning of the demonstrator operated by Shell in Bangalore.
In addition, revenue from existing partners, Delta and Denso, continued as the
Group supported ongoing development activities.
Gross profit of £16.6 million in the period (H1 2024: £22.9 million)
decreased when compared to the prior year due to the impact of significant
one-off licence revenue which has no associated cost of sales in H1 2024.
Gross margins remain high at 79% (H1 2024: 80%), which illustrates the
Company's asset-light, licensing business model.
Overall operating costs before exceptional costs decreased in H1 2025 to
£35.6 million (H1 2024: £37.9 million) reflecting maintained investment in
core technology to drive future growth balanced with disciplined financial
management. Exceptional operating costs relate to an impairment of the
investment in the associate, RFC Power Limited, and a settlement agreement,
more detail is found in Note 23. As these costs arise from events outside the
ordinary course of business, they have been presented separately within the
statement of profit or loss to provide clarity on the Group's underlying
operating performance. Research and development (R&D) costs totalled
£25.6 million, up from £23.3 million in the comparative period. Although
higher than 2024, underlying cash investment remains in line with
expectations. The increase in the reported H1 2025 figure is mainly due to
accounting effects, including a full half-year of amortisation and lower
capitalisation of development costs following peak activity in 2023.
Adjusted EBITDA loss for H1 2025 increased to £11.3 million (H1 2024: £9.0
million). Adjusted EBITDA is a non-statutory measure and is detailed in the
Alternative Performance Measures section in this review. The movement from
2024 is primarily due to the high margin revenue recognised in 2024 as
explained above.
Capital expenditure in the half decreased to £2.1 million (H1 2024: £2.8
million) largely as a result of significant investment in our testing
capability. Capitalised development costs reduced to £nil compared to £1.3
million in the prior year period. We have assessed our internal development
activities and concluded that incremental redesigns do not meet the criteria
for capitalisation. Technical feasibility is typically confirmed only after
detailed design and formal approval, at product integration. Given the high
level of uncertainty and risk throughout, we expense these costs as incurred.
Ceres recognised a cash inflow in the period (change in cash, cash equivalents
and short-term investments) of £1.6 million (H1 2024: outflow of £13.9
million). This was driven by significant customer receipts and an R&D tax
credit due on 31 December 2024 was received in January 2025. Ceres therefore
ends the period in a strong position with £104.1 million in cash, cash
equivalents and short-term investments (H1 2024: £126.1 million, 31 December
2024: £102.5 million). This will support future investment as the Company
drives revenue growth, maintains discipline over costs and expenditure and
tracks towards profit and cashflow break‑even.
Principal risks and uncertainties
The Directors have reviewed the principal risks and uncertainties that could
have a material impact on the Group's performance and have concluded that
there have been no changes from those described in the Ceres Annual Report
2024. A summary of the Group's principal risks can be found at the end of this
report.
Outlook: building commercial traction
The progress we have achieved with our partners has improved our business
balance, with near-term power opportunities becoming more evident and
long-term industrial decarbonisation prospects likely to bear fruit for our
electrolysis business over the longer term. Currently, our primary focus is on
securing new licence agreements in the commercial power markets to meet the
energy demands of AI-driven data centres. The Company will realign its
resources to support a greater commercial focus through its new business
transformation plan.
We are continuing to position ourselves as key players in the electrolysis
markets, building relationships with technology manufacturers, systems
integrators and green hydrogen off-takers. With two exciting market
opportunities now in front of us, addressing power first and hydrogen
following, and benefiting from a mature and scalable single product approach,
we are confident that we have the strategy to establish our technology as the
industry standard for solid oxide.
Phil Caldwell
Chief Executive Officer
Responsibility Statement
The directors confirm that to the best of their knowledge:
· the condensed set of financial statements has been prepared in
accordance with UK adopted IAS 34 'Interim Financial Reporting'; and
· the interim management report includes a fair review of the
information required by DTR 4.2.7 (indication of important events and their
impact, and a description of principal risks and uncertainties for the
remaining six months of the financial year) and DTR 4.2.8 (disclosure of
related parties' transactions and changes therein).
The full list of current Directors can be found on the Ceres website at
https://www.ceres.tech (https://www.ceres.tech) .
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 and produces green hydrogen at high efficiencies as a route to
decarbonise emissions-intensive industries such as steelmaking, ammonia 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 at www.ceres.tech (http://www.ceres.tech) or follow
us on LinkedIn
(https://protect.checkpoint.com/v2/___https:/www.linkedin.com/company/ceres-power/___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzpkYzQ4ZmYyZjNmN2MzMDE2YzhhN2M1NWU3OThjOTgyMjo2OjdlNDM6ZjQzNDA4ZGI0ZWY2MWUwN2U3ZDE5Mjg0ODlmOThkMzQ5MjMwODI4Mzg5MWYzZDY5NDNkZTcxNGNiOWVlNzdmMDpwOkY6Tg)
.
Chief Executive's statement
Introduction
Ceres has now crossed over from being an R&D company to one that is firmly
in a commercial production phase as first Doosan initiated manufacturing of
our SOFC technology in South Korea at the end of July 2025 and then Delta
announced plans for the building of its manufacturing facility for products
using Ceres technology in Taiwan.
Over the past year power and hydrogen markets have experienced opposing trends
as we have experienced significant changes in both the energy and the
political landscapes. We have seen a marked increase in near term demand for
fuel cells for power solutions in contrast to challenges in the demand and
rate of deployment for hydrogen projects in some parts of the world. There is
now growing demand for clean power that can be deployed rapidly and our
licensees' first products are targeting this power market which is being
driven by increased demand from AI data centres and electrification. The
hydrogen market continues to be a significant opportunity for both Ceres
technology and our licensees but we believe this will follow the power market,
benefiting from the maturity and scale achieved by our partners.
This shift towards commercialisation was underlined at the end of last year
when several R&D projects concluded, enabling us to reduce operating costs
and accelerate our commercial activities. Ceres sales teams are now present on
the ground in key territories such as China, Asia Pacific, India and the US,
supported by new marketing initiatives and programmes.
Business transformation
Both Ceres and the markets we serve are entering transformational phases.
The massive global investment in AI-related data centre infrastructure is
emerging as one of the most significant trends in the world economy, with the
resulting pressure on power resources coming sharply into focus. In response
the demand for fuel cell power systems is projected to accelerate rapidly to
fulfil the expanding data centre sector's need for power to support the growth
of this industry. Whilst, the hydrogen opportunity also remains significant,
we believe this market will follow later. Therefore, in the near-term Ceres
will focus on servicing the growing fuel cell power market. This strategic
approach will be underpinned by a solid technology roadmap to deliver
continuous generational improvements to maintain our technology leadership
position.
For Ceres, 2025 is set to be a landmark year with the commercial launch of our
technology through the Doosan partnership, Delta's investment in a facility in
Taiwan and product development of our dual purpose (power & electrolysis),
latest generation stack platform which will be launched next year.
These milestones mean that Ceres is firmly stepping into the full commercial
phase of our business and technology. To drive and support this, we are
initiating a 12-month business transformation programme that will prepare the
Company for the next phase of growth. Specifically, by the end of 2026, we
will have:
· Restructured and realigned the business to the market
opportunity, embedding new ways of working
· Commercially launched our best in class, dual purpose stack
platform serving both power and hydrogen markets
· Supported existing partners on their manufacturing journey to
join Doosan in launching products using Ceres technology
· Established commercial opportunities to attract new manufacturing
partners wishing to adopt our industry leading solid oxide technology
· Reduced our operating costs showing continued financial
discipline
Phase one of the business transformation programme, which Ceres aims to
complete by the end of 2025, is an operational restructuring and realignment
of resources. As a result, going into 2026 the Company expects operating
expenses to be reduced by around 20% compared to the year ending 31 December
2025.
Market landscape and opportunities
Ceres achievements should be seen in the context of a market landscape that
has evolved rapidly over the past year. Demand for power continues to grow
strongly, driven by the needs of industrial electrification, the rise of
AI-driven data centres, energy grid reinforcement and ongoing electrification.
By 2030, there is projected to be a 150 GW capacity requirement for data
centres globally, potentially accounting for up to 4,500 TWh of electricity
consumption by 2050 (rising from 5% to 9% of total electricity
consumption)(( 1 )).
Power applications in the data centre industry present distinct near-term
opportunities for Ceres solid oxide technology given its many advantages over
conventional power generation. The rapid rise of AI-driven data centres has
catalysed demand for new power solutions that offer rapid time-to-power
deployment, 24/7 reliability and high efficiency. With wait times for grid
connections or delivery of power units such as gas turbines now exceeding five
years, the data centre industry is seeking alternative power systems,
including solid oxide fuel cells.
In addition to the data centre market, other attractive power applications
continue to mature. These include, distributed power through microgrids,
combined heat, power and cooling applications for buildings and auxiliary
power systems for marine vessels. Some regions are also introducing favourable
tax incentives for the adoption of fuel cells, such as the 30% Investment Tax
Credit under Section 48E of the USA's One Big Beautiful Bill. Similar
incentives have been established in South Korea (the Green New Deal aims to
achieve fuel cell deployment of 15 GW by 2040, supported by tax and other
incentives); and Japan (Green Transformation policies supporting the
establishment of a hydrogen economy, including the development of stationary
fuel cell power stations).
Lead times for electrolyser final investment decisions for hydrogen projects
remain a challenge for the industry, exacerbated by macro-economic headwinds.
Unlocking these opportunities will take time and resource, but we remain
confident that the long-term imperative to decarbonise industrial processes
will continue to drive the market and that this will open up the opportunity
for the electrolysis industry to adopt more advanced technologies such as
solid oxide over incumbent technologies.
Ceres solid oxide technology offers superior operating efficiency and cost
benefits with our electrolyser systems delivering an operating efficiency
improvement of around 30%, compared to PEM or alkaline systems. Our cells are
primarily built from steel, an abundant, low-cost and recyclable material,
further reducing raw material costs for our manufacturing partners. Finally,
our use of the ultra-thin ceramic layers within the cell minimizes material
usage and reliance on expensive critical minerals used in other electrolyser
technologies which may become harder to source as businesses look to localise
supply chains due to import tariffs.
Delivering commercial progress across the business
Ceres ended 2024 with record annual revenue and order intake following twelve
months of significant commercial progress, culminating in two new
manufacturing licence wins and a systems licence partnership. As each licence
deal was secured Ceres teams started the process of technology transfer, with
respective partners spending time at Ceres facilities. Much of this work was
completed in 2024 with the focus switching during the first half of 2025 to
supporting partner factory design and development as well as the establishment
of local supply chains for raw materials.
In parallel with onboarding new partners such as Delta, Denso, and Thermax,
Ceres teams continued to work with existing partners to advance their factory
plans. In February 2025, Bosch announced a strategic decision to realign its
operations and investments in stationary fuel cell power technologies. The
stationary hydrogen-to-power markets in Europe had not developed as Bosch
expected, leading it to discontinue its development of solid oxide fuel cells
and terminate its relationship with Ceres. While this was disappointing our
portfolio approach to partnerships and licence geographies has reduced the
financial impact, as other partners continued to progress towards commercial
launch while demand for these applications has only increased.
Doosan reaches a major milestone
One of our key fuel cell manufacturing partners, Doosan, announced in July
2025 that it had formally started production of stacks and fuel cell power
systems based on Ceres technology at its state-of-the-art 50MW factory in
South Korea. This marked a significant milestone for both companies, with the
world's first commercial-scale production factory using Ceres' solid oxide
technology coming on-stream. This paves the way for the anticipated royalty
payments from Doosan, validating the Ceres approach to IP protection and its
licensing model.
Doosan will supply solid oxide power systems initially in South Korea, with a
primary focus on stationary distributed power applications. This includes uses
in AI-driven data centres, the stabilisation of renewables-based power grids
and microgrids through peak power production, power systems for buildings and
auxiliary power solutions for the marine shipping markets.
Delta building momentum
Taiwanese partner Delta Electronics has been building momentum in solid oxide
technologies at pace. Within a year of signing a manufacturing licence
agreement with Ceres in January 2024, Delta inaugurated Taiwan's first
megawatt-grade R&D research centre for electrolysis and fuel cells in
December 2024. The Delta Net Zero Science Lab, located at the company's Tainan
Plant 2, provides a broad testing environment for validating solid oxide
hydrogen production and fuel cell technologies. Ceres's SOFC technology has
already been applied in Delta's microgrid pilot projects, integrating
renewable energy, energy storage, and power management systems to establish
low-carbon, high-efficiency distributed energy grids.
In July 2025, Delta announced the purchase of 112,000 square meters of land
and factory facilities in Taoyuan City, Taiwan, for approximately NT$6.95
billion (c.£170 million). The facility is expected to focus on large-scale
manufacturing of hydrogen energy solutions including Ceres' solid oxide
technology for data centre power, microgrid and other energy infrastructure
applications. Delta is a leader in specialised power systems for the AI-driven
data centre market, offering a range of products including power supply and
control systems and cooling solutions.
Progress in electrolysis
Ceres has also made important progress on the electrolysis side of its
business. The Company's first megawatt-scale SOEC demonstrator system, located
at Shell's Technology Centre in Bangalore, India, started to produce hydrogen
in May 2025. This marks a key milestone in the industrial maturity of Ceres'
solid oxide electrolyser technology, supported by Shell's installation,
integration and safety assurance expertise. The collaboration will now run for
a five-year operational phase with the potential to produce hydrogen at 600 kg
per day at full capacity with an industry-leading electrolyser module
efficiency of 37kWh/kg of hydrogen. Ceres and Shell continue to collaborate on
pressurised solid oxide modules that can scale from 1MW to 10MW capacity. This
is anticipated to lead to the development of modular designs that could be
further scaled to hundreds of megawatts for integration into industrial
plants.
Denso, which was announced as a manufacturing partner in August 2024,
completed the technology transfer process and passed through key milestones,
enabling it to understand the fundamentals of our technology. It is now making
progress and developing this knowledge into the preparation for its factory
design process, with Ceres teams supporting as required.
Systems partner Thermax has also been moving ahead in its relationship with
Ceres, having established its HydroGenX Hub in Pune, India. This is an
incubation centre for the evaluation and development of green hydrogen
technologies and solutions for hydrogen production, storage and applications.
The increased commercial and partner progress has further improved Ceres'
standing in the global energy transition movement. In June 2025 Ceres became a
member of the Hydrogen Council, an influential CEO-led organisation of leading
energy, transport and industrial companies working to position hydrogen as a
key solution to the challenges of energy transition. The Council plays a
critical role in uniting stakeholders across the hydrogen value chain around
the world, fostering collaboration between industry, investors and government.
Financial review
Revenue for the six-month period ended 30 June 2025 was £21.1 million,
compared to £28.5 million in the same period of 2024. The prior period
included significant one-off licence revenue following the signing of the
Delta agreement. In H1 2025, one-off revenue was recognised following the
successful commissioning of the demonstrator operated by Shell in Bangalore.
In addition, revenue from existing partners, Delta and Denso, continued as the
Group supported ongoing development activities.
Gross profit of £16.6 million in the period (H1 2024: £22.9 million)
decreased when compared to the prior year due to the impact of significant
one-off licence revenue which has no associated cost of sales in H1 2024.
Gross margins remain high at 79% (H1 2024: 80%), which illustrates the
Company's asset-light, licensing business model.
Overall operating costs before exceptional costs decreased in H1 2025 to
£35.6 million (H1 2024: £37.9 million) reflecting maintained investment in
core technology to drive future growth balanced with disciplined financial
management. Exceptional operating costs relate to an impairment of the
investment in the associate, RFC Power Limited, and a settlement agreement,
more detail is found in Note 23. As these costs arise from events outside the
ordinary course of business, they have been presented separately within the
statement of profit or loss to provide clarity on the Group's underlying
operating performance. Research and development (R&D) costs totalled
£25.6 million, up from £23.3 million in the comparative period. Although
higher than 2024, underlying cash investment remains in line with
expectations. The increase in the reported H1 2025 figure is mainly due to
accounting effects, including a full half-year of amortisation and lower
capitalisation of development costs following peak activity in 2023.
Adjusted EBITDA loss for H1 2025 increased to £11.3 million (H1 2024: £9.0
million). Adjusted EBITDA is a non-statutory measure and is detailed in the
Alternative Performance Measures section in this review. The movement from
2024 is primarily due to the high margin revenue recognised in 2024 as
explained above.
Capital expenditure in the half decreased to £2.1 million (H1 2024: £2.8
million) largely as a result of significant investment in our testing
capability. Capitalised development costs reduced to £nil compared to £1.3
million in the prior year period. We have assessed our internal development
activities and concluded that incremental redesigns do not meet the criteria
for capitalisation. Technical feasibility is typically confirmed only after
detailed design and formal approval, at product integration. Given the high
level of uncertainty and risk throughout, we expense these costs as incurred.
Ceres recognised a cash inflow in the period (change in cash, cash equivalents
and short-term investments) of £1.6 million (H1 2024: outflow of £13.9
million). This was driven by significant customer receipts and an R&D tax
credit due on 31 December 2024 was received in January 2025. Ceres therefore
ends the period in a strong position with £104.1 million in cash, cash
equivalents and short-term investments (H1 2024: £126.1 million, 31 December
2024: £102.5 million). This will support future investment as the Company
drives revenue growth, maintains discipline over costs and expenditure and
tracks towards profit and cashflow break‑even.
Principal risks and uncertainties
The Directors have reviewed the principal risks and uncertainties that could
have a material impact on the Group's performance and have concluded that
there have been no changes from those described in the Ceres Annual Report
2024. A summary of the Group's principal risks can be found at the end of this
report.
Outlook: building commercial traction
The progress we have achieved with our partners has improved our business
balance, with near-term power opportunities becoming more evident and
long-term industrial decarbonisation prospects likely to bear fruit for our
electrolysis business over the longer term. Currently, our primary focus is on
securing new licence agreements in the commercial power markets to meet the
energy demands of AI-driven data centres. The Company will realign its
resources to support a greater commercial focus through its new business
transformation plan.
We are continuing to position ourselves as key players in the electrolysis
markets, building relationships with technology manufacturers, systems
integrators and green hydrogen off-takers. With two exciting market
opportunities now in front of us, addressing power first and hydrogen
following, and benefiting from a mature and scalable single product approach,
we are confident that we have the strategy to establish our technology as the
industry standard for solid oxide.
Phil Caldwell
Chief Executive Officer
Responsibility Statement
The directors confirm that to the best of their knowledge:
· the condensed set of financial statements has been prepared in
accordance with UK adopted IAS 34 'Interim Financial Reporting'; and
· the interim management report includes a fair review of the
information required by DTR 4.2.7 (indication of important events and their
impact, and a description of principal risks and uncertainties for the
remaining six months of the financial year) and DTR 4.2.8 (disclosure of
related parties' transactions and changes therein).
The full list of current Directors can be found on the Ceres website at
https://www.ceres.tech (https://www.ceres.tech) .
CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME
For the six months ended 30 June 2025
30 June 2025 30 June 2024 31 December 2024
(unaudited) (unaudited) (audited)
Note £'000 £'000 £'000
Revenue 2 21,093 28,500 51,891
Cost of sales (4,471) (5,613) (11,727)
Gross profit 16,622 22,887 40,164
Other operating income(1) 1,739 1,262 2,846
Operating costs 3 (35,578) (37,906) (74,327)
Operating loss before exceptional costs (17,217) (13,757) (31,317)
Exceptional operating costs 23 (1,440) ꟷ ꟷ
Operating loss (18,657) (13,757) (31,317)
Impairment of investment in associate 23 (2,158) ꟷ ꟷ
Finance income 4 2,168 3,193 5,807
Finance expense 4 (330) (248) (362)
Loss before taxation (18,977) (10,812) (25,872)
Taxation charge 5 (667) (1,800) (2,433)
Loss for the financial period and total comprehensive loss (19,644) (12,612) (28,305)
Loss per £0.10 ordinary share expressed in pence per share:
Basic and diluted loss per share 6 (10.14)p (6.53)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 30 June 2025
30 June 2025 30 June 2024 31 December 2024
(unaudited) (unaudited) (audited)
Note £'000 £'000 £'000
Assets
Non-current assets
Property, plant and equipment 7 20,575 24,819 23,584
Right-of-use assets 8 2,450 2,139 1,834
Intangible assets 9 18,268 19,892 19,974
Investment in associate ꟷ 2,236 2,218
Other receivables 11 741 741 741
Total non-current assets 42,034 49,827 48,351
Current assets
Inventories 10 2,674 5,583 2,756
Contract assets 2 3,392 2,861 8,208
Other current assets 12 1,501 1,331 1,430
Derivative financial instruments 16 ꟷ 60 8
Current tax receivable 1,260 770 ꟷ
Trade and other receivables 11 7,479 11,128 17,885
Short-term investments 13 47,426 62,649 54,971
Cash and cash equivalents 13 56,641 63,443 47,494
Total current assets 120,373 147,825 132,752
Liabilities
Current liabilities
Trade and other payables 14 (3,673) (7,518) (3,538)
Contract liabilities 2 (13,469) (7,017) (10,682)
Other current liabilities 15 (4,214) (6,774) (6,825)
Derivative financial instruments 16 (87) ꟷ ꟷ
Lease liabilities 17 (813) (756) (731)
Provisions 18 (165) (749) (441)
Total current liabilities (22,421) (22,814) (22,217)
Net current assets 97,952 125,011 110,535
Non-current liabilities
Lease liabilities 17 (1,991) (1,851) (1,492)
Other non-current liabilities 15 (1,077) (1,221) (1,221)
Provisions 18 (2,358) (2,467) (2,340)
Total non-current liabilities (5,426) (5,539) (5,053)
Net assets 134,560 169,299 153,833
Equity attributable to the owners of the parent
Share capital 19 19,381 19,343 19,370
Share premium 406,650 406,514 406,650
Capital redemption reserve 3,449 3,449 3,449
Merger reserve 7,463 7,463 7,463
Accumulated losses (302,383) (267,470) (283,099)
Total equity 134,560 169,299 153,833
The accompanying notes are an integral part of these consolidated financial
statements.
CONSOLIDATED CASH FLOW STATEMENT
For the six month period ended 30 June 2025
Note 30 June 2025 30 June 2024 31 December 2024
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Cash flows from operating activities
Loss before taxation (18,977) (10,812) (25,872)
Adjustments for:
Finance income 4 (2,168) (3,193) (5,807)
Finance expense 4 165 248 362
Depreciation of property, plant and equipment 7 3,880 3,784 7,472
Depreciation of right-of-use assets 8 365 358 710
Amortisation of intangible assets 9 1,786 470 1,374
Impairment of the investment in associate 23 2,218 ꟷ ꟷ
Net foreign exchange loss 62 223 79
Net change in fair value of financial instruments 95 (151) (99)
Share-based payments charge 360 900 964
Operating cash flows before movements in working capital (12,214) (8,173) (20,817)
Decrease/(increase) in trade and other receivables 9,668 (1,275) (8,757)
Decrease/(increase) in inventories 82 (2,758) 69
(Decrease)/increase in trade and other payables (2,620) 2,276 (1,809)
Decrease/(increase) in contract assets 4,816 (1,286) (6,633)
Increase/(decrease) in contract liabilities 2,787 (452) 3,213
(Decrease)/increase in provisions (307) 248 (188)
Net cash generated/(used) in operations 2,212 (11,420) (34,922)
Taxation paid (1,260) (1,800) (1,019)
Net cash generated/(used) in operating activities 952 (13,220) (35,941)
Investing activities
Purchase of property, plant and equipment (870) (2,383) (4,449)
Capitalised development expenditure (80) (1,308) (2,294)
Decrease in short-term investments 7,346 25,220 32,537
Finance income received 2,367 5,573 8,469
Net cash generated in investing activities 8,763 27,102 34,263
Financing activities
Proceeds from issuance of ordinary shares 19 11 376 539
Repayment of lease liabilities 17 (400) (346) (774)
Interest paid 17 (116) (129) (243)
Net cash used by financing activities (505) (99) (478)
Net increase/(decrease) in cash and cash equivalents 9,210 13,783 (2,156)
Exchange losses on cash and cash equivalents (63) (47) (57)
Cash and cash equivalents at beginning of period 47,494 49,707 49,707
Cash and cash equivalents at end of period 13 56,641 63,443 47,494
The accompanying notes are an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six month period ended 30 June 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 period ꟷ ꟷ ꟷ ꟷ (12,612) (12,612)
Total comprehensive loss ꟷ ꟷ ꟷ ꟷ (12,612) (12,612)
Transactions with owners
Issue of shares, net of costs 46 330 ꟷ ꟷ ꟷ 376
Share-based payments charge ꟷ ꟷ ꟷ ꟷ 900 900
Total transactions with owners 46 330 ꟷ ꟷ 900 1,276
At 30 June 2024 (unaudited) 19,343 406,514 3,449 7,463 (267,470) 169,299
Comprehensive income
Loss for the financial period ꟷ ꟷ ꟷ ꟷ (15,693) (15,693)
Total comprehensive loss ꟷ ꟷ ꟷ ꟷ (15,693) (15,693)
Transactions with owners
Issue of shares, net of costs 27 136 ꟷ ꟷ ꟷ 163
Share-based payments charge ꟷ ꟷ ꟷ ꟷ 64 64
Total transactions with owners 27 136 ꟷ ꟷ 64 227
At 31 December 2024 (audited) 19,370 406,650 3,449 7,463 (283,099) 153,833
Comprehensive income
Loss for the financial period ꟷ ꟷ ꟷ ꟷ (19,644) (19,644)
Total comprehensive loss ꟷ ꟷ ꟷ ꟷ (19,644) (19,644)
Transactions with owners
Issue of shares, net of costs 11 ꟷ ꟷ ꟷ ꟷ 11
Share-based payments charge ꟷ ꟷ ꟷ ꟷ 360 360
Total transactions with owners 11 ꟷ ꟷ ꟷ 360 371
At 30 June 2025 (unaudited) 19,381 406,650 3,449 7,463 (302,383) 134,560
The accompanying notes are an integral part of these consolidated financial
statements.
1. Basis of preparation
The unaudited condensed consolidated financial statements have been prepared
in accordance with UK-adopted International Accounting Standard 34 'Interim
financial reporting' (IAS 34) and applicable law and regulations. They do not
include all of the information required for full annual financial statements
and should be read in conjunction with the annual financial statements for the
year ended 31 December 2024 which were prepared in accordance with UK adopted
international accounting standards. The condensed consolidated financial
statements have been prepared on a historical cost basis except derivative
financial instruments, which are stated at their fair value.
The accounting policies and methods of computation applied in the preparation
of these unaudited condensed consolidated interim financial statements are
consistent with those applied in the Group's most recent audited annual
financial statements. There have been no changes in presentation or accounting
policies during the interim period.
The financial information contained in the condensed consolidated financial
statements is unaudited and does not constitute statutory financial statements
as defined in Section 434 of the Companies Act 2006. The financial statements
for the year ended 31 December 2024, on which the auditors gave an unqualified
audit opinion, and did not draw attention to any matters by way of emphasis
and did not contain a statement under sections 498(2) or 498(3) of the
Companies Act 2006, have been filed with the Registrar of Companies.
The condensed consolidated financial information for the six months ended 30
June 2025 has been reviewed by the Company's Auditor, BDO LLP in accordance
with International Standard of Review Engagements (UK) 2410, Review of Interim
Financial Information Performed by the Independent Auditor of the Entity.
Going Concern
The Group has reported a loss after tax for the six-month period ended 30 June
2025 of £19.6 million (six months ended 30 June 2024: £12.6 million) and net
cash generated in operating activities of £1.0 million (six months ended 30
June 2024: net cash used of £13.2 million). At 30 June 2025, the Group held
cash and cash equivalents and investments of £104.1 million (31 December
2024: £102.5 million).
The directors have prepared annual budgets and cash flow projections that
extend to 31 December 2026, 15 months from the date of approval of this
report. During the period the Group recognised a net operating cash receipt
due to the timing of significant trade receivables and a RDEC receivable,
outstanding at 31 December 2024, being settled in January 2025. Future
projections include management's expectations of the disciplined investment in
key R&D projects, new product development and capital investment. Future
cash inflows reflect 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 including
removing expected cash inflows relating to agreements not yet signed leading
to a loss of significant future revenue and potential further cost
mitigations. 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 the above reasons, the Directors
continue to adopt the going concern basis in preparing the condensed
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 interim condensed consolidated financial statements, the
areas where judgement has been exercised and the key estimation uncertainties
were the same as those applied to the consolidated financial statements for
the year ended 31 December 2024.
New standards and amendments applicable for the reporting period
None of the standards and interpretations which apply for the first time to
financial reporting periods commencing on or after 1 January 2025 materially
impact the Group.
2. Revenue
The Group's revenue is disaggregated by geographical market, major
product/service lines, and timing of revenue recognition:
Geographical market
30 June 2025 30 June 2024 31 December 2024
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Europe 2,817 5,423 8,689
Asia 18,237 22,979 43,064
North America 39 98 138
21,093 28,500 51,891
For the six month period ended 30 June 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 42%, 26%,
14% and 12% of the Group's total revenue recognised in the period (30 June
2024: three customer at 67%, 15% and 11% and 31 December 2024: three major
customers that accounted for approximately 44%, 26% and 13% of the Group's
total revenue recognised for that year).
Major product/service lines
30 June 2025 30 June 2024 31 December 2024
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Provision of technology hardware 6,579 3,209 6,938
Engineering services and licences 14,514 25,291 44,953
21,093 28,500 51,891
Timing of transfer of goods and services
30 June 2025 30 June 2024 31 December 2024
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Products and services transferred at a point in time 11,185 19,756 33,030
Products and services transferred over time 9,908 8,744 18,861
21,093 28,500 51,891
The contract-related assets and liabilities are as follows:
30 June 2025 30 June 2024 31 December 2024
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Trade receivables 11 1,670 4,424 9,872
Contract assets - accrued income 3,392 2,861 7,333
Contract assets - deferred contract costs ꟷ ꟷ 875
Total contract related assets 5,062 7,285 18,080
Contract liabilities - deferred income (13,469) (7,017) (10,682)
3. Operating costs
Operating costs can be analysed as follows: 30 June 2025 30 June 2024 31 December 2024
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Research and development costs 25,577 23,255 48,531
Administrative expenses 6,909 9,138 18,014
Commercial (sales and marketing) 3,092 5,513 7,782
35,578 37,906 74,327
4. Finance income and expenses
30 June 2025 30 June 2024 31 December 2024
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Interest income on cash, cash equivalents and investments 2,168 3,193 5,807
Interest on lease liability (116) (127) (243)
Unwinding of discount on provisions (49) (40) (40)
Unwinding of financing component of customer contracts (165) ꟷ ꟷ
Foreign exchange loss on cash, cash equivalents and short-term deposits ꟷ (81) (79)
Interest expense (330) (248) (362)
5. Taxation
No corporation tax liability has arisen during the period (30 June 2024 and 31
December 2024: £nil) due to the losses incurred. A tax charge has arisen as a
result of foreign withholding taxes suffered. The RDEC regime continues to be
accessible and has been recognised within other operating income.
30 June 2025 30 June 2024 31 December 2024
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Foreign tax suffered 667 1,800 2,445
Adjustment in respect of prior periods ꟷ ꟷ (12)
667 1,800 2,433
6. Loss per share
30 June 2025 30 June 2024 31 December 2024
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Loss for the financial period attributable to shareholders (19,644) (12,612) (28,305)
Weighted average number of shares in issue 193,767,896 193,052,759 193,321,401
Loss per £0.10 ordinary share (basic and diluted) (10.14)p (6.53)p (14.64)p
7. Property, plant and equipment
Leasehold improvements Plant and machinery Assets under construction
£'000
£'000 Computer equipment Fixtures and fittings £'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 (audited) 9,132 35,820 1,750 376 5,845 52,923
Additions 1,270 190 ꟷ ꟷ 682 2,142
Transfers ꟷ 1,184 ꟷ ꟷ (1,184) ꟷ
Disposals (2,468) (1,236) (232) (9) ꟷ (3,945)
At 30 June 2025 (unaudited) 7,934 35,958 1,518 367 5,343 51,120
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 (audited) 5,141 22,268 1,628 302 ꟷ 29,339
Charge for the period 739 3,068 50 23 ꟷ 3,880
Depreciation on disposals (1,356) (1,077) (232) (9) ꟷ (2,674)
At 30 June 2025 (unaudited) 4,524 24,259 1,446 316 ꟷ 30,545
Net book value
At 30 June 2025 (unaudited) 3,410 11,699 72 51 5,343 20,575
At 31 December 2024 (audited) 3,991 13,552 122 74 5,845 23,584
'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 consist entirely of plant and machinery that will be
used in the manufacturing, development and testing of fuel cells.
8. Right of use assets
Land and Buildings Computer equipment Electric vehicles Total
£'000 £'000 £'000 £'000
Cost
At 1 January 2024 4,658 43 ꟷ 4,701
Additions ꟷ ꟷ 290 290
Disposal ꟷ ꟷ (38) (38)
Adjustment to contracted rent 145 ꟷ ꟷ 145
At 31 December 2024 (audited) 4,803 43 252 5,098
Additions ꟷ ꟷ 46 46
Adjustment to lease term 935 ꟷ ꟷ 935
At 30 June 2025 (unaudited) 5,738 43 298 6,079
Accumulated depreciation
At 1 January 2024 2,522 38 ꟷ 2,560
Charge for the year 648 5 57 710
Disposal ꟷ ꟷ (6) (6)
At 31 December 2024 (audited) 3,170 43 51 3,264
Charge for the period 318 ꟷ 47 365
At 30 June 2025 (unaudited) 3,488 43 98 3,629
Net book value
At 30 June 2025 (unaudited) 2,250 ꟷ 200 2,450
At 31 December 2024 (audited) 1,633 ꟷ 201 1,834
The adjustment to the lease term relates to an extension to a business premise
lease. The corresponding liability has been recognised, see Note 17.
9. Intangible assets
Internally Customer and internal development programmes Patent costs
£'000
developed intangibles £'000 Total
£'000 £'000
Perpetual
software 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 (audited) 411 22,200 525 1,493 24,629
Additions ꟷ ꟷ 80 ꟷ 80
At 30 June 2025 (unaudited) 411 22,200 605 1,493 24,709
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 (audited) 411 3,533 409 302 4,655
Charge for the period ꟷ 1,543 27 216 1,786
At 30 June 2025 (unaudited) 411 5,076 436 518 6,441
Net book value
At 30 June 2025 (unaudited) ꟷ 17,124 169 975 18,268
At 31 December 2024 (audited) ꟷ 18,667 116 1,191 19,974
The customer and internal development intangible primarily relates to the
design, development and configuration of the Company's core fuel cell and
system technology. Amortisation of capitalised development commences once the
development is complete and is available for use.
10. Inventories
30 June 2025 30 June 2024 31 December 2024
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Raw materials 1,364 2,429 1,621
Work in progress 504 1,394 759
Finished goods 806 1,760 376
Total inventory 2,674 5,583 2,756
During the period a provision of £826,000 (2024: £nil) has been recognised
against inventories that have failed initial quality tests.
11. Trade and other receivables
30 June 2025 30 June 2024 31 December 2024
(unaudited) (unaudited) (audited)
Current: £'000 £'000 £'000
Trade receivables 1,670 4,424 9,872
VAT receivable 812 1,395 1,120
RDEC receivable 4,820 5,269 6,790
Other receivables 177 40 103
7,479 11,128 17,885
Non-current:
Other receivables 741 741 741
12. Other current assets
30 June 2025 30 June 2024 31 December 2024
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Prepayments 1,501 1,331 1,430
13. Net cash and cash equivalents, short-term and long-term investments
30 June 2025 30 June 2024 31 December 2024
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Cash at bank and in hand 7,488 15,354 10,338
Money market funds 49,153 48,089 37,156
Cash and cash equivalents 56,641 63,443 47,494
Short-term investments 47,426 62,649 54,971
Cash and cash equivalents and investments 104,067 126,092 102,465
( )
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
30 June 2025 30 June 2024 31 December 2024
(unaudited) (unaudited) (audited)
Current: £'000 £'000 £'000
Trade payables 1,457 6,633 2,007
Other payables 2,216 885 1,531
3,673 7,518 3,538
15. Other current liabilities
30 June 2025 30 June 2024 31 December 2024
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Current:
Accruals 3,850 6,530 6,581
Deferred income 364 244 244
4,214 6,774 6,825
Non-current:
Deferred income 1,077 1,221 1,221
16. Derivative financial instruments
Fair value Carrying amount Fair value Carrying amount Fair value
hierarchy 30 June 2025 30 June 2025 31 December 2024 31 December 2024
(unaudited) (unaudited) (audited) (audited)
£'000 £'000 £'000 £'000
Financial assets measured at fair value through profit or loss
Forward exchange contracts Level 2 ꟷ ꟷ 8 8
Total derivative assets ꟷ ꟷ 8 8
Financial liabilities measured at fair value through profit or loss
Forward exchange contracts (87) (87) ꟷ ꟷ
Total derivative liabilities (87) (87) ꟷ ꟷ
17. Lease liabilities
30 June 2025 30 June 2024 31 December 2024
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
At the start of the period 2,223 2,596 2,596
New finance leases recognised 46 211 290
Lease payments (516) (472) (1,017)
Interest expense 116 127 243
Adjustment to lease term 935 145 111
At the end of the period 2,804 2,607 2,223
Current 813 756 731
Non-current 1,991 1,851 1,492
Total at the end of the period 2,804 2,607 2,223
18. Provisions
Property Dilapidations Total
Warranties Contract Losses
£'000 £'000 £'000 £'000
At 1 January 2024 2,282 603 44 2,929
Movements in the Consolidated Statement of Profit and Loss:
Unused amounts reversed ꟷ (206) ꟷ (206)
Unwinding of discount 40 ꟷ ꟷ 40
Increase in provision 18 ꟷ ꟷ 18
At 31 December 2024 (audited) 2,340 397 44 2,781
Movements in the Consolidated Statement of Profit and Loss:
Unwinding of discount 49 ꟷ ꟷ 49
Change in provision (31) (232) (44) (307)
At 30 June 2025 (unaudited) 2,358 165 ꟷ 2,523
Current ꟷ 165 ꟷ 165
Non-current 2,358 ꟷ ꟷ 2,358
At 30 June 2025 (unaudited) 2,358 165 ꟷ 2,523
Current ꟷ 397 44 441
Non-current 2,340 ꟷ ꟷ 2,340
At 31 December 2024 (audited) 2,340 397 44 2,781
Property Dilapidations Total
Warranties Contract Losses
£'000 £'000 £'000 £'000
At 1 January 2024 2,282 603 44 2,929
Movements in the Consolidated Statement of Profit and Loss:
Unused amounts reversed
Unwinding of discount 40 ꟷ ꟷ 40
Change in provision 145 102 ꟷ 247
At 30 June 2024 (unaudited) 2,467 705 44 3,216
Current ꟷ 705 44 749
Non-current 2,467 ꟷ ꟷ 2,467
At 30 June 2024 (unaudited) 2,467 705 44 3,216
The settlement provision has been described in Note 23.
19. Share capital
30 June 2025 31 December 2024
(unaudited) (audited)
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 110,157 11 731,284 73
At 30 June 2025 / 31 December 2024 193,809,537 19,381 193,699,380 19,370
During the six month period ended 30 June 2025, 110,157 ordinary £0.10 shares
were allotted for cash consideration of £11,000 on the exercise of employee
share options (six months ended 30 June 2024: 458,414 ordinary £0.10 shares
were allotted for cash consideration of £376,000 and 31 December 2024:
731,284 ordinary £0.10 shares were allotted for cash consideration of
£539,000).
30 June 2024
(unaudited)
Number of £0.10
Ordinary
shares £'000
Allotted and fully paid
At 1 January 2024 192,968,096 19,297
Allotted £0.10 Ordinary shares on exercise of employee share options 458,414 46
At 30 June 2024 193,426,510 19,343
Reserves
The Consolidated Statement of Financial Position includes a merger reserve and
a capital redemption reserve. The merger reserve represents a reserve arising
on consolidation using book value accounting for the acquisition of Ceres
Power Limited at 1 July 2004. The reserve represents the difference between
the book value and the nominal value of the shares issued by the Company to
acquire Ceres Power Limited. The capital redemption reserve was created in the
year ended 30 June 2014 when 86,215,662 deferred ordinary shares of £0.04
each were cancelled.
20. Events after the balance sheet date
Subsequent to the half-year end on 30 June 2025, Ceres entered negotiations
with a third party regarding the early exit of a contract. As these
discussions began after the reporting period, no adjustments have been
recognised in the financial statements. The negotiations are ongoing so any
potential liability cannot be determined with certainty, but based on legal
advice Ceres has received and consideration of the contracts terms which
include a liability cap, management's current best estimate of the future
liability is £1.8m.
21. Capital commitments
Capital expenditure that has been contracted for but has not been provided for
in the financial statements amounts to £439,000 as at 30 June 2025 (as at 30
June 2024: £1,076,000 and 31 December 2024: £725,000), in respect of the
acquisition of property, plant and equipment.
22. Related party transactions
As at 30 June 2025 the Group's related parties were its Directors and RFC
Power Limited. As at 30 June 2024 and 31 December 2024, the Group's related
parties were its Directors and RFC Power Limited.
No Directors exercised share options in the six months to 30 June 2025. During
the six months to 30 June 2024 one Director exercised 380,424 share options
under the Ceres Power Holdings plc 2004 Employees' Share Option Scheme.
There were no other share option exercises by Directors in the year ended 31
December 2024.
23. Exceptional costs
Exceptional operating costs
Ceres and a supplier settled a contractual dispute for the sum of £1,440,000.
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
condensed consolidated statement of profit and loss to provide clarity on the
Group's underlying operating performance.
Reconciliation between operating loss and Adjusted EBITDA
Management believes that presenting Adjusted EBITDA loss allows for a more
direct comparison of the Group's performance against its peers and provides a
better understanding of the underlying performance of the Group by excluding
non-recurring, irregular and one-off costs. The Group currently defines
Adjusted EBITDA loss as the operating loss for the period excluding
depreciation and amortisation charges, share-based payment charges, unrealised
losses on forward contracts and exchange gains/losses.
30 June 2025 30 June 2024 31 December 2024
(unaudited)
(unaudited)
(audited)
£'000 £'000 £'000
Operating loss (18,657) (13,757) (31,317)
Depreciation and amortisation 6,031 4,612 9,556
Depreciation absorbed as part of inventory (579) (869) (1,527)
EBITDA (13,205) (10,014) (23,288)
Share-based payment charges 360 900 964
Exceptional operating costs 1,440 ꟷ ꟷ
Unrealised losses/(gains) on forward contracts 95 (151) (99)
Exchange (gains)/losses (1) 223 136
Adjusted EBITDA (11,311) (9,042) (22,287)
Principal Risks and Uncertainties
The Directors have reviewed the principal risks and uncertainties that could
have a material impact on the Group's performance and have concluded that
there have been no changes from those described in the Ceres Annual Report
2024, summarised below.
Principal risk There is a risk that…
Viability of technology We will not be able to develop and apply the Group's technology.
Operational capability The Group may be unable to satisfy current contracts and demand.
IP and regulation The Group's competitive advantage could be at risk from successful challenges
to its patents.
Long-term value proposition The value proposition of our technology may become eroded.
Commercial traction/ Partner performance Our partners may choose not to use our technology in their products or go to
market slower than anticipated.
Partner scale-up/Supply chain We may not be able to meet the timeframes agreed with our partners for the
market launch of the Company's technology.
Cyber security A cyber-attack or breach of system security could disrupt our operations,
cause the loss of, destruction of, or unauthorised access to sensitive IP and
trade secrets.
Geopolitical The Company or our partners may be unable to conduct business in certain
geographies, or supply chains become disrupted due to warfare or sanctions.
People and capability A loss of key personnel or inability to attract required skillsets could
negatively impact our ability to innovate and maintain a competitive
advantage.
Funding and liquidity A failure to acquire new customers would impact the forecast cash position of
the company, potentially requiring further external funding.
INDEPENDENT REVIEW REPORT TO CERES POWER HOLDINGS PLC
Conclusion
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 June 2025 is not prepared, in all
material respects, in accordance with UK adopted International Accounting
Standard 34 and the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority.
We have been engaged by the company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 30
June 2025 which comprises the Consolidated Statement of Profit and Loss and
Other Comprehensive Income, the Consolidated Statement of Financial Position,
the Consolidated Cash Flow Statement, the Consolidated Statement of Changes
in Equity and the Notes to the financial statements for the six months ended
30 June 2025.
Basis for conclusion
We conducted our review in accordance with Revised International Standard on
Review Engagements (UK) 2410, "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" ("ISRE (UK) 2410
(Revised)"). A review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures. A review is
substantially less in scope than an audit conducted in accordance with
International Standards on Auditing (UK) and consequently does not enable us
to obtain assurance that we would become aware of all significant matters that
might be identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in note one, the annual financial statements of the group are
prepared in accordance with UK adopted international accounting standards. The
condensed set of financial statements included in this half-yearly financial
report has been prepared in accordance with UK adopted International
Accounting Standard 34, "Interim Financial Reporting.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410 (Revised), however future events or conditions may cause the
group to cease to continue as a going concern.
Responsibilities of directors
The directors are responsible for preparing the half-yearly financial report
in accordance with the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority.
In preparing the half-yearly financial report, the directors are responsible
for assessing the company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to
liquidate the company or to cease operations, or have no realistic alternative
but to do so.
Auditor's responsibilities for the review of the financial information
In reviewing the half-yearly report, we are responsible for expressing to the
Company a conclusion on the condensed set of financial statement in the
half-yearly financial report. Our conclusion, including our Conclusions
Relating to Going Concern, are based on procedures that are less extensive
than audit procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
Our report has been prepared in accordance with the terms of our engagement to
assist the Company in meeting the requirements of the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct Authority and for
no other purpose. No person is entitled to rely on this report unless such a
person is a person entitled to rely upon this report by virtue of and for the
purpose of our terms of engagement or has been expressly authorised to do so
by our prior written consent. Save as above, we do not accept responsibility
for this report to any other person or for any other purpose and we hereby
expressly disclaim any and all such liability.
BDO LLP
Chartered Accountants
London, UK
26 September 2025
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
1 McKinsey & Company Global Energy Perspectives, September 2024
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