Interim Results
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CWR.L 23 September 2026 Ceres Power Holdings plc
Interim results for the six months ended 30 June 2026
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 2026.
Financial highlights · Revenue increased 8% to £22.8 million (H1 2025: £21.1 million), in line with management expectations following significant one-off licence revenue as part of the Weichai agreement. · Gross profit decreased 3% to £16.1 million (H1 2025: £16.6 million), reflecting lower margin mix in the period. · Gross margin of 71% (H1 2025: 79%). · Operating costs (before exceptional costs) decreased by 14% to £30.7 million (H1 2025: £35.6 million) following the 2025 cost base rationalisation and ongoing financial discipline. · Adjusted EBITDA loss improved to £6.8 million (H1 2025: £11.3 million). · Oversubscribed equity issuance providing gross funds of £102.6m reinforcing Ceres' role as a financially resilient, long-term partner and enable selective investment to support partner scale up. · Cash and short-term investments of £172.0 million (December 2025: £83.3 million).
Commercial highlights year to date · Centrica signs strategic partnership: Ceres and Centrica will collaborate to accelerate the deployment of solid oxide on-site power solutions to meet the multi-gigawatt demand from commercial and industrial power customers across the UK and Europe. · Doosan confirms first export contract: Doosan signed a KRW108.7 billion (c.£60 million) agreement with Reverion GmbH to supply SOFC stacks for overseas power facilities in Germany and Europe. · Delta and Centrica collaborate to address UK opportunity: Their infrastructure partnership intends to provide MW-scale off-grid energy generation for the data centre market and energy intensive industries in the UK and Europe. · Delta invests in another SOFC plant: Delta approve NTD10.3 billion (c. £240 million) investment for a factory in Guanyin, Taiwan for fuel cell manufacturing with initial shipments expected to begin in 2028. · Weichai provides first sight of initial target markets: Weichai's subsidiary Baudouin announces strategic partnership with French clean energy company EODev to deploy 600kW SOFC systems for 24/7 power generation. Weichai is targeting 200MW capacity by the end of 2027, the fastest installation of any of our partners yet after only 2 years from signing a manufacturing licence. · Hydrogen continues to progress: DENSO received 35 billion yen (c. £165 million) to begin testing Japan's first solid oxide electrolyser demonstrator. Thermax and Shell continue to provide proof points of commercialisation as they establish a pilot plant and hydrogen production exceeding expectations, respectively. · Launched Ceres® Endura™, our flagship solid oxide stack platform, designed to meet demand for resilient, efficient on-site power and hydrogen production across energy-intensive applications. · Business transformation: Ceres continues to execute its business transformation program as we transition from a R&D focussed to a commercially led organisation.
Outlook Ceres reiterates the current contracted group revenue for 2026 is c.£45 million before any new business. We remain confident that we can sign one new licensee partner in 2026. 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: "Demand for power continues to grow, while the time required to secure new generation and grid capacity is becoming an increasing challenge for customers. Against this backdrop, we are seeing encouraging signs of commercial momentum across our partner network, including the first examples of downstream demand for products using Ceres' technology. This provides further validation of both the scale of the opportunity and the role solid oxide technology can play in addressing the time-to-power challenge. Combined with a stronger balance sheet following our successful capital raise and sharper commercial focus, this gives us confidence in our ability to capitalise on the significant opportunity ahead."
Ends
1. Adjusted EBITDA loss is an Alternative Performance Measure and is 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 23 September 2026 at 09.30 BST. To register your interest in participating, please go to: https://www.investormeetcompany.com/ceres-power-holdings-plc/register-investor For further information visit www.ceres.tech or contact:
About Ceres Ceres is a leading developer of clean energy technology: fuel cells for power generation and electrolysers for 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, Centrica and Thermax. Ceres' solid oxide technology supports greater electrification of our energy systems, including AI data centres, commercial and industrial applications, and produces green hydrogen at high efficiencies as a route to decarbonise emissions-intensive industries such as ammonia, steelmaking, and electrofuels. Ceres is listed on the London Stock Exchange ("LSE") (LSE: CWR) and is classified by the LSE Green Economy Mark, which recognises listed companies that derive more than 50% of their activity from the green economy. Read more on our website www.ceres.tech or follow us on LinkedIn.
Chief Executive's statement Introduction Globally, the need for power is rising rapidly, driven by wider electrification, the growth of AI and data centres and increasingly constrained electricity grids. Electricity demand is growing faster than existing capacity can supply, increasing pressure on generation and grid infrastructure1. This is creating an imperative for power that is efficient, reliable and quick to deploy. Increasingly, we see end users looking beyond conventional solutions and considering alternatives that can be delivered faster. By combining our differentiated solid oxide technology with the manufacturing capability and market access of our partners, we believe we have a practical route to deploy high efficiency, reliable power generation at scale across multiple geographies and end markets. During the first six months of 2026, we made significant progress: strengthening routes to market, seeing the first evidence of partner orders, launching Ceres® Endura™ and securing the financial capacity to support the rapid scale up of Ceres' technology. A growing need for on-site power Electricity demand is rising as economies become increasingly electrified, while the rapid growth of AI and data centres is creating a new and highly concentrated demand, placing additional pressure on already constrained power infrastructure. In many markets, grid upgrades can take between 5 - 15 years2, while gas turbines and diesel generators face extended lead times and, in most cases, premium pricing3. New nuclear capacity remains a longer-term solution. The time-to-power constraint is accelerating demand for solid oxide fuel cells. Customers facing growing power shortages are increasingly looking beyond traditional solutions, particularly where availability and deployment timelines have become more challenging. Through our partners, Ceres' technology will be able to be deployed in months rather than years, to provide a practical route to secure power while supporting the transition to lower-carbon energy systems. Solid oxide fuel cells are seen to have an important long-term role in the energy system, supported by its broader characteristics, including high efficiency, low local emissions, quiet operation, modularity and no water requirement in operation, strengthen its long-term role in the energy system. An increasingly common challenge for green field infrastructure are regulatory and permitting restriction on power generation. Recently two data centre projects - Project Jupiter in New Mexico4 and a Nebius data centre development in New Jersey5 - replaced onsite gas turbines with fuel cells citing the technology's advantage of low emissions and water use enabling easier permitting. Future data centre architectures are moving towards high-voltage direct current ("DC"), including 800V DC systems. Because stationary SOFC systems generate direct current natively, they have the potential to eliminate conversion equipment and associated capital costs. BloombergNEF estimates that eliminating elements of conventional alternating-current infrastructure data centre capital expenditure could be reduced by $1-3 million per MW6. Solid oxide technology can use existing gas infrastructure to provide high-efficiency, on-site power today, with a pathway to lower-carbon fuels over time. Co-locating generation and consumption can also create an economic advantage by avoiding some of the costs and losses associated with transmission and distribution. As manufacturing scales, we expect solid oxide systems to move down the cost curve, as solar, wind and batteries have done before them, enabling them to become a pillar of the future power generation landscape. We estimate that the annual opportunity for solid oxide fuel cell technology globally could reach 22GW by 2030. While approximately half of this opportunity is attributable to data centres; commercial and industrial power represent a similarly significant market. The size and geographic breadth of the opportunity mean it cannot be addressed by any single company alone and we believe that partnering with companies who are leaders in their industry with the capability to manufacture at scale globally, provides the fastest and most capital-efficient route to market. Commercial momentum through our partners There has been an acceleration in momentum across our existing partners and potential new licensees, driven by the urgency of the time-to-power challenge. During the period, this was reflected in strategic agreements, early orders across our partner ecosystem and increased interest in accessing Ceres' technology. In March, we signed a strategic partnership with Centrica, a leading integrated energy company with a critical role in energy security through its portfolio of energy supply, services and infrastructure assets. Centrica sees multi-gigawatt demand across the UK and Europe as grid connection delays affect new industrial, commercial and digital projects. Ceres will support opportunities across project origination, installation and commissioning, remote monitoring, predictive maintenance and end-of-life recycling, helping to create a full-lifecycle customer proposition. In April, Centrica announced an infrastructure partnership with our Taiwanese manufacturing partner Delta Electronics to serve data centres and energy-intensive industries in the UK and Europe with solid oxide fuel cells for grid-independent power7. Centrica also intends to establish a UK demonstration site, with a medium-term objective of delivering MW-scale, rapidly deployable gas-to-power solutions within the next three to five years. We are also seeing early evidence of downstream demand across the partner network. Doosan Fuel Cell signed a KRW108.7 billion (c.£60 million) contract with Reverion to supply SOFC stacks for power facilities in Germany and elsewhere in Europe8. Reverion develops reversible fuel cell power plants that enable efficient power-to-gas and gas-to-power conversion for applications across the biogas industry, utilities, data centres and long-duration energy storage. Following the start of production and sales of its SOFC systems in 2025, this is Doosan's first contract to export the technology. Delta has installed its first demonstration systems at Taiwan Power Company. They continue to invest in further capacity and have confirmed a NTW10.3 billion (c.£240 million) investment in a factory in Guanyin, Taiwan for mass manufacturing fuel cells9. Initial shipments are expected in 2028. Weichai are aiming for 200MW capacity by the end of 2027, which would make them the fastest of our partners to achieve mass manufacture in two years from signing a manufacturing licence. Baudouin, a subsidiary of Weichai Power, has announced plans with EODev to deploy 600kW SOFC systems across Europe10. These developments demonstrate the strength of Ceres' licensing model. Multiple partners can industrialise and scale the same core technology in parallel, serving different applications and geographies. We are at the beginning of the commercialisation journey, but the pace and reach of our partners give us confidence in the potential for Ceres' technology to become a global standard for solid oxide. Ceres Endura: engineered for scale In April, we launched Ceres® Endura™, our flagship solid oxide stack platform, designed to meet demand for resilient, efficient on-site power and hydrogen production across energy-intensive applications. Endura builds on more than two decades of Ceres' innovation and has been engineered to reduce deployment risk and support gigawatt-scale manufacturing by our partners. Its fuel-flexible design enables operation on natural gas today, with a pathway to hydrogen, biogas and other lower-carbon fuels. For power generation, Endura delivers industry-leading efficiency and is designed for real-world operating conditions, including rapid load following, emergency stops and thermal cycling, with a five-year stack life. The shared platform also gives our partners access to both power and hydrogen markets from a common manufacturing architecture, supporting faster time to market and a sustained competitive advantage. Delivering our strategy The need to scale production at pace reinforces our focus on three strategic priorities. First, we aim to sign new manufacturing licensees, broadening Ceres' reach across end markets and geographies. Over the past 24 months, our pipeline of potential partners has increased significantly driven by the demand for power. Through our business transformation, we have reallocated resources towards commercial engagement and partner support to accelerate partner scaling. We continue to be confident that we can sign an average of one licensee a year. Second, we are working closely with our partners to accelerate them to market. We support licensees through industrialisation, working with equipment and line builders to establish manufacturing capability and target pilot product launch within two years of signing a licence agreement. Through market-facing partnerships such as Centrica, we are also helping to develop access to customers and build confidence in end-market demand, supporting partner investment in scaled production. Third, we continue to innovate - improving cost, performance and lifetime while protecting our intellectual property. Ceres' proprietary steel-supported technology combines high efficiency with a lower-cost material set than conventional solid oxide designs. Ultra-thin ceramic layers minimise material use and reliance on expensive critical minerals. At gigawatt scale, we estimate that this architecture can deliver manufacturing costs up to 30% lower than other solid oxide technologies. Business transformation Last September we defined new strategic priorities as outlined above that underpin the sharper commercial focus we have brought to the business. To ensure we are set up for success, we are optimising the business and have initiated a business transformation plan to realign our resources to new market opportunities by the end of 2026 and consolidate our platform for further growth. The objectives of this programme are to simplify the organisation, embed accountable ways of working and align resources with the commercial markets that matter most. Thus far we have successfully, · Realigned Ceres into focused, delivery driven teams · Commercially launched a best-in-class, dual-purpose Ceres® Endura™ stack platform serving both power and hydrogen markets, consolidating development onto a single technology platform ready to scale
By the end of 2026, we expect to have: · Strengthened partner-centric values and behaviours across the organisation · Reduced operating costs by around 14% compared to the year ending 31 December 2025 · Supported partners on their path to manufacturing scale-up and product launch · Enhanced our capability to secure new licensing agreements
A stronger balance sheet to support scale up In June, Ceres raised gross proceeds of £102.6 million through an equity issuance. The momentum in solid oxide fuel cell technology is accelerating as SOFC is increasingly recognised as a credible solution to the behind-the-meter power gap. Our strengthened net cash position reinforces Ceres' role as a financially resilient, long-term innovation partner. As our partners and prospective licensees commit to significant investments in manufacturing infrastructure, the additional capital provides confidence that Ceres can continue to advance its world-leading technology, invest in product management and support scale-up. It also gives us the flexibility to make selective investments that protect key intellectual property and ensure the longevity of the licensing model. Advancing hydrogen The hydrogen market is developing more gradually compared to the power market, reflecting its more complex value chain, regional dynamics and dependence on policy support. Nevertheless, our partners continue to make meaningful progress and the long-term opportunity remains significant. In Japan, DENSO received JPY35 billion (c.£165 million) in government funding to begin testing the country's first SOEC system with JERA. Our 1MW demonstrator at Shell's technology centre in Bangalore, India, has exceeded performance expectations for hydrogen production. Thermax has broken ground on its pilot plant for pressurised SOEC systems. Ceres is manufacturing a first-of-a-kind pressurised SOEC system. We also see future potential at the intersection of electrolysis and nuclear power. Centrica is exploring how Ceres' high-efficiency SOEC technology could integrate with its advanced modular reactor programme to produce nuclear-enabled hydrogen and support the UK's long-term clean energy strategy. Financial review Revenue for the six months ended 30 June 2026 increased by 8% to £22.8 million, compared with £21.1 million in the same period of 2025. The increase principally reflects revenue recognised under the manufacturing licence agreement signed with Weichai in November 2025, together with continued engineering activity across the Group's existing partner base. Gross profit was £16.1 million, compared with £16.6 million in the prior period. Gross margin was 71%, compared with 79% in H1 2025. The reduction in margin reflects the mix of revenue recognised in the period, including a higher proportion of technology hardware and engineering activity relative to higher-margin licence revenue. Gross margins therefore remain sensitive to the timing and composition of revenue recognised under individual partner agreements. The overall margin continues to reflect the Company's asset-light, licensing business model. Operating costs before exceptional items decreased by 14% to £30.7 million, compared with £35.6 million in H1 2025. This reduction reflects the benefit of the business transformation and cost base rationalisation implemented during 2025, together with continued discipline over expenditure and the prioritisation of investment in the Group's core solid oxide technology and commercial opportunities. Research and development (R&D) costs totalled £18.3 million, down from £25.6 million in the comparative period. R&D activity during the period remained focused on supporting manufacturing partners as they progress towards commercial scale-up, advancing the Group's fuel cell and electrolyser technologies, and reinforcing Ceres' technology leadership in attractive growth markets including power generation and green hydrogen. The reduction in expenditure demonstrates the Group's ability to align its cost base with its strategic priorities while continuing to invest in the technologies and capabilities required to support long-term growth. During H1 2026, priority test stands were completed and commissioned, enhancing the Group's capability to support technology development and partner programmes. Following commissioning and a broader review of future testing requirements, management concluded that the remaining partially completed test stands under construction were not expected to be completed or brought into use. As a result, the associated assets under construction were fully impaired, giving rise to an exceptional charge of £3.0 million. The impairment has been presented separately within operating expenses due to its size and nature and is discussed further in Note 22. Adjusted EBITDA loss improved to £6.8 million from £11.3 million in the comparative period. The improvement principally reflects the reduction in the underlying cost base and the increase in revenue, partially offset by the lower gross margin. Adjusted EBITDA is a non-statutory measure and is detailed in the Alternative Performance Measures section in this review. Capital expenditure during the period was £0.8 million (H1 2025: £1.0 million), primarily relating to investment in the Group's ink scale-up project. Capitalised development costs remained at £nil. 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. During June 2026, Ceres completed an oversubscribed capital raise, generating gross proceeds of £102.6 million and net proceeds of £99.1 million. The capital raise was undertaken to establish the right balance sheet to drive growth and enable selective investment to support partner scale-up, at a time when there is accelerating momentum for SOFC technology. As a result, cash, cash equivalents and short-term investments increased by £88.7 million during the period to £172.0 million at 30 June 2026, compared with £83.3 million at 31 December 2025 and £104.1 million at 30 June 2025. The Group's strengthened balance sheet provides the resources to support existing partners as they progress towards commercial scale, pursue new manufacturing licence agreements and invest selectively in opportunities that support the long-term growth of the business. The Group will continue to apply disciplined capital allocation and cost management as it progresses towards profitability and positive cash generation. Principal risks and uncertainties The Directors have reviewed the principal risks and uncertainties that could have a material impact on the Group's performance. Following this review, the "People and capability" risk has decreased compared with the position reported in Ceres 2025 Annual Report. There have been no other changes. A summary of the Group's principal risks can be found at the end of this report. Outlook Ceres enters the second half of 2026 with a highly differentiated product platform, Endura™, growing commercial momentum across our partner ecosystem and a stronger balance sheet. The need for efficient, reliable and rapidly deployable power is becoming increasingly urgent driving near term demand, while progress in hydrogen continues to build the foundations for a significant longer-term market. Our priorities are clear - the most important of which is signing additional manufacturing licensees and supporting existing partners as they scale. We are encouraged by the quality and breadth of engagement with prospective licensees and remain confident in our ability to add new partners, extend Ceres' reach across geographies and applications, as we aim 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.
Sources 1. World Energy Outlook 2025 - Analysis - IEA 2. IEA. Executive summary - Electricity grids and secure energy transitions - Analysis 3. S&P Global. "US gas-fired turbine wait times as a much as seven years; costs up sharply." May 2025. 4. Oracle. "Oracle, BorderPlex, and Bloom Energy to Power Project Jupiter with Cleaner, Water Efficient Fuel Cell Technology". April 2026. 5. Nebius Group. "Nebius Group endorses Bloom Energy fuel cells for New Jersey AI data center project." Aug 2026. 6. BNEF. "From grids to chip: electrical equipment in data centres." Dec 2025. 7. Centrica Delta joint press release. "Delta and Centrica launch scalable off-grid fuel cell power solution." April 2026. 8. Doosan Fuel Cell. Media Center - News. Aug 2026. 9. Economic Daily News. "Delta Electronics invests billions in global capacity expansion, including hydrogen fuel cell production at in Guanyin Plant." April 2026. 10. Fuelcell works. "EODev and Baudouin partner to revolutionize distributed power generation." July 2026.
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CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME For the six months ended 30 June 2026 |
|
|
|
30 June 2026 (unaudited) |
30 June 2025 (unaudited) |
31 December 2025 (audited) |
|
|
Note |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
Revenue |
2 |
22,767 |
21,093 |
32,643 |
|
Cost of sales |
|
(6,686) |
(4,471) |
(9,939) |
|
Gross profit |
|
16,081 |
16,622 |
22,704 |
|
Other operating income1 |
|
940 |
1,739 |
3,168 |
|
Operating costs |
3 |
(30,707) |
(35,578) |
(70,073) |
|
Operating loss before exceptional costs |
|
(13,686) |
(17,217) |
(44,201) |
|
Exceptional operating costs |
22 |
(3,006) |
(1,440) |
(3,420) |
|
Operating loss |
|
(16,692) |
(18,657) |
(47,621) |
|
Impairment of investment in associate |
22 |
- |
(2,158) |
(2,158) |
|
Finance income |
4 |
1,477 |
2,168 |
4,060 |
|
Finance expense |
4 |
(229) |
(330) |
(587) |
|
Loss before taxation |
|
(15,444) |
(18,977) |
(46,306) |
|
Taxation charge |
5 |
(1,457) |
(667) |
(1,240) |
|
Loss for the financial period and total comprehensive loss |
|
(16,901) |
(19,644) |
(47,546) |
|
|
|
|
|
|
|
Loss per £0.10 ordinary share expressed in pence per share: |
|
|
|
|
|
Basic and diluted loss per share |
6 |
(8.58)p |
(10.14)p |
(24.52)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. |
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2026 |
|
|
|
30 June 2026 (unaudited) |
31 December 2025 (audited) |
|
|
Note |
£'000 |
£'000 |
|
Assets |
|
|
|
|
Non-current assets |
|
|
|
|
Property, plant and equipment |
7 |
13,406 |
18,194 |
|
Right-of-use assets |
8 |
1,728 |
2,063 |
|
Intangible assets |
9 |
14,367 |
16,203 |
|
Other receivables |
11 |
741 |
741 |
|
Total non-current assets |
|
30,242 |
37,201 |
|
|
|
|
|
|
Current assets |
|
|
|
|
Inventories |
10 |
2,486 |
3,203 |
|
Contract assets |
2 |
811 |
143 |
|
Other current assets |
12 |
1,976 |
1,449 |
|
Current tax receivable |
|
679 |
1,792 |
|
Trade and other receivables |
11 |
5,998 |
18,736 |
|
Short-term investments |
13 |
19,966 |
47,437 |
|
Cash and cash equivalents |
13 |
152,055 |
35,835 |
|
Total current assets |
|
183,971 |
108,595 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
14 |
(3,324) |
(2,742) |
|
Contract liabilities |
2 |
(8,213) |
(23,284) |
|
Other current liabilities |
15 |
(4,815) |
(4,149) |
|
Lease liabilities |
16 |
(872) |
(834) |
|
Provisions |
17 |
(234) |
(2,214) |
|
Total current liabilities |
|
(17,458) |
(33,223) |
|
Net current assets |
|
166,513 |
75,372 |
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Lease liabilities |
16 |
(1,169) |
(1,575) |
|
Other non-current liabilities |
15 |
(1,459) |
(976) |
|
Provisions |
17 |
(2,401) |
(2,376) |
|
Total non-current liabilities |
|
(5,029) |
(4,927) |
|
Net assets |
|
191,726 |
107,646 |
|
|
|
|
|
|
Equity attributable to the owners of the parent |
|
|
|
|
Share capital |
18 |
21,380 |
19,469 |
|
Share premium |
|
504,160 |
406,650 |
|
Capital redemption reserve |
|
3,449 |
3,449 |
|
Merger reserve |
|
7,463 |
7,463 |
|
Accumulated losses |
|
(344,726) |
(329,385) |
|
Total equity |
|
191,726 |
107,646 |
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements. |
|
CONSOLIDATED CASH FLOW STATEMENT For the six month period ended 30 June 2026 |
|
|
Note |
30 June 2026 (unaudited) |
30 June 2025 (unaudited) |
31 December 2025 (audited) |
|
|
|
£'000 |
£'000 |
£'000 |
|
Cash flows from operating activities |
|
|
|
|
|
Loss before taxation |
|
(15,444) |
(18,977) |
(46,306) |
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
Finance income |
4 |
(1,477) |
(2,168) |
(4,060) |
|
Finance expense |
4 |
229 |
165 |
587 |
|
Depreciation of property, plant and equipment |
7 |
2,601 |
3,880 |
7,100 |
|
Depreciation of right-of-use assets |
8 |
382 |
365 |
753 |
|
Amortisation of intangible assets |
9 |
1,836 |
1,786 |
3,858 |
|
Impairment of the investment in associate |
22 |
- |
2,218 |
2,218 |
|
Impairment of assets under construction |
7 |
3,006 |
- |
- |
|
Net foreign exchange (gain)/loss |
|
(14) |
62 |
(13) |
|
Net change in fair value of financial instruments |
|
- |
95 |
90 |
|
Loss on disposal of property, plant and equipment and right of use assets |
|
- |
- |
125 |
|
Share-based payments charge |
|
1,560 |
360 |
1,260 |
|
Operating cash flows before movements in working capital |
|
(7,321) |
(12,214) |
(34,388) |
|
Decrease/(increase) in trade and other receivables |
|
12,211 |
9,668 |
(870) |
|
Decrease/(increase) in inventories |
|
717 |
82 |
(447) |
|
Increase/(decrease) in trade and other payables |
|
1,731 |
(2,620) |
(3,717) |
|
(Increase)/decrease in contract assets |
|
(668) |
4,816 |
8,065 |
|
(Decrease)/increase in contract liabilities |
|
(15,071) |
2,787 |
12,602 |
|
(Decrease)/increase in provisions |
|
(1,998) |
(307) |
1,717 |
|
Net cash (used) in/generated by operations |
|
(10,399) |
2,212 |
(17,038) |
|
Taxation paid |
|
(344) |
(1,260) |
(3,032) |
|
Net cash (used) in/generated by operating activities |
|
(10,743) |
952 |
(20,070) |
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
Purchase of property, plant and equipment |
|
(819) |
(870) |
(1,776) |
|
Capitalised development expenditure |
|
- |
(80) |
(87) |
|
Decrease in short-term investments |
|
27,423 |
7,346 |
7,445 |
|
Finance income received |
|
1,525 |
2,367 |
4,149 |
|
Net cash generated in investing activities |
|
28,129 |
8,763 |
9,731 |
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
Proceeds from issuance of ordinary shares |
18 |
291 |
11 |
99 |
|
Proceeds from issuance of ordinary shares for the fundraise |
18 |
99,424 |
- |
- |
|
Costs on issuance of ordinary shares in connection to the fundraise |
18 |
(294) |
- |
- |
|
Repayment of lease liabilities |
16 |
(415) |
(400) |
(792) |
|
Interest paid |
16 |
(113) |
(116) |
(495) |
|
Net cash generated/(used) by financing activities |
|
98,893 |
(505) |
(1,188) |
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
116,279 |
9,210 |
(11,527) |
|
Exchange losses on cash and cash equivalents |
|
(59) |
(63) |
(132) |
|
Cash and cash equivalents at beginning of period |
|
35,835 |
47,494 |
47,494 |
|
Cash and cash equivalents at end of period |
13 |
152,055 |
56,641 |
35,835 |
|
|
|
|
|
|
|
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 2026 |
|
|
|
Share capital |
Share premium |
Capital redemption reserve |
Merger reserve |
Accumulated losses |
Total |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
At 1 January 2025 |
|
19,370 |
406,650 |
3,449 |
7,463 |
(283,099) |
153,833 |
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
Loss for the financial period |
|
- |
- |
- |
- |
(19,644) |
(19,644) |
|
Total comprehensive loss |
|
- |
- |
- |
- |
(19,644) |
(19,644) |
|
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
|
Issue of shares, net of costs |
|
11 |
- |
- |
- |
- |
11 |
|
Share-based payments charge |
|
- |
- |
- |
- |
360 |
360 |
|
Total transactions with owners |
|
11 |
- |
- |
- |
360 |
371 |
|
At 30 June 2025 (unaudited) |
|
19,381 |
406,650 |
3,449 |
7,463 |
(302,383) |
134,560 |
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
Loss for the financial period |
|
- |
- |
- |
- |
(27,902) |
(27,902) |
|
Total comprehensive loss |
|
- |
- |
- |
- |
(27,902) |
(27,902) |
|
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
|
Issue of shares, net of costs |
|
88 |
- |
- |
- |
- |
88 |
|
Share-based payments charge |
|
- |
- |
- |
- |
900 |
900 |
|
Total transactions with owners |
|
88 |
- |
- |
- |
900 |
988 |
|
At 31 December 2025 (audited) |
|
19,469 |
406,650 |
3,449 |
7,463 |
(329,385) |
107,646 |
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
Loss for the financial period |
|
- |
- |
- |
- |
(16,901) |
(16,901) |
|
Total comprehensive loss |
|
- |
- |
- |
- |
(16,901) |
(16,901) |
|
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
|
Issue of shares, net of costs |
|
1,911 |
97,510 |
- |
- |
- |
99,421 |
|
Share-based payments charge |
|
- |
- |
- |
- |
1,560 |
1,560 |
|
Total transactions with owners |
|
1,911 |
97,510 |
- |
- |
1,560 |
100,981 |
|
At 30 June 2026 (unaudited) |
|
21,380 |
504,160 |
3,449 |
7,463 |
(344,726) |
191,726 |
|
|
|
|
|
|
|
|
|
|
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 2025 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 2025, 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 2026 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 2026 of £16.9 million (six months ended 30 June 2025: £19.6 million) and net cash used in operating activities of £10.7 million (six months ended 30 June 2025: net cash generated of £1.0 million). At 30 June 2026, the Group held cash and cash equivalents and investments of £172.0 million (31 December 2025: £83.3 million). The directors have prepared annual budgets and cash flow projections that extend to 31 December 2027, 15 months from the date of approval of this report. 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 2025.
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 2026 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 2026 (unaudited) |
30 June 2025 (unaudited) |
31 December 2025 (audited) |
|
|
£'000 |
£'000 |
£'000 |
|
Europe |
155 |
2,817 |
4,571 |
|
Asia |
22,564 |
18,237 |
27,989 |
|
North America |
48 |
39 |
83 |
|
|
22,767 |
21,093 |
32,643 |
|
For the six month period ended 30 June 2026, the Group has identified three major customers (defined as customers that individually contributed more than 10% of the Group's total revenue) that accounted for approximately 59%, 18% and 16% of the Group's total revenue recognised in the period (30 June 2025: four customer at 42%, 26%, 14% and 12% and 31 December 2025: four major customers that accounted for approximately 33%, 23%, 17% and 11% of the Group's total revenue recognised for that year). |
|
Major product/service lines |
|
|
30 June 2026 (unaudited) |
30 June 2025 (unaudited) |
31 December 2025 (audited) |
|
|
£'000 |
£'000 |
£'000 |
|
Provision of technology hardware |
4,966 |
6,579 |
10,289 |
|
Engineering services and licences |
17,620 |
14,514 |
22,244 |
|
Royalties |
181 |
- |
110 |
|
|
22,767 |
21,093 |
32,643 |
|
Timing of transfer of goods and services |
|
|
30 June 2026 (unaudited) |
30 June 2025 (unaudited) |
31 December 2025 (audited) |
|
|
£'000 |
£'000 |
£'000 |
|
Products and services transferred at a point in time |
14,607 |
11,185 |
14,328 |
|
Products and services transferred over time |
8,160 |
9,908 |
18,315 |
|
|
22,767 |
21,093 |
32,643 |
|
The contract-related assets and liabilities are as follows: |
|
|
|
30 June 2026 (unaudited) |
30 June 2025 (unaudited) |
31 December 2025 (audited) |
|
|
|
£'000 |
£'000 |
£'000 |
|
Trade receivables |
11 |
1,316 |
1,670 |
14,938 |
|
Contract assets - accrued income |
|
811 |
3,392 |
143 |
|
Total contract related assets |
|
2,127 |
5,062 |
15,081 |
|
|
|
|
|
|
|
Contract liabilities - variable consideration constrained |
|
(1,500) |
(1,275) |
(1,500) |
|
Contract liabilities - deferred income |
|
(6,713) |
(12,194) |
(21,784) |
|
Total contract liabilities |
|
(8,213) |
(13,469) |
(23,284) |
|
3. Non exceptional operating costs |
|
Operating costs can be analysed as follows: |
30 June 2026 (unaudited) |
30 June 2025 (unaudited) |
31 December 2025 (audited) |
|
|
£'000 |
£'000 |
£'000 |
|
Research and development costs |
18,280 |
25,577 |
48,559 |
|
Administrative expenses |
8,099 |
6,909 |
14,199 |
|
Commercial (sales and marketing) |
4,328 |
3,092 |
7,315 |
|
|
30,707 |
35,578 |
70,073 |
|
Exceptional operating costs have been described in Note 22. |
|
4. Finance income and expenses |
|
|
30 June 2026 (unaudited) |
30 June 2025 (unaudited) |
31 December 2025 (audited) |
|
|
£'000 |
£'000 |
£'000 |
|
Interest income on cash, cash equivalents and investments |
1,477 |
2,168 |
4,060 |
|
|
|
|
|
|
Interest on lease liability |
(113) |
(116) |
(245) |
|
Unwinding of discount on provisions |
(43) |
(49) |
(92) |
|
Unwinding of financing component of customer contracts |
(73) |
(165) |
(250) |
|
Total interest expense |
(229) |
(330) |
(587) |
|
5. Taxation No corporation tax liability has arisen during the period (30 June 2025 and 31 December 2025: £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 2026 (unaudited) |
30 June 2025 (unaudited) |
31 December 2025 (audited) |
|
|
£'000 |
£'000 |
£'000 |
|
Foreign tax suffered |
1,457 |
667 |
1,248 |
|
Adjustment in respect of prior periods |
- |
- |
(8) |
|
|
1,457 |
667 |
1,240 |
|
6. Loss per share |
|
|
30 June 2026 (unaudited) |
30 June 2025 (unaudited) |
31 December 2025 (audited) |
|
|
£'000 |
£'000 |
£'000 |
|
Loss for the financial period attributable to shareholders |
(16,901) |
(19,644) |
(47,546) |
|
Weighted average number of shares in issue |
197,089,983 |
193,767,896 |
193,896,776 |
|
Loss per £0.10 ordinary share (basic and diluted) |
(8.58)p |
(10.14)p |
(24.52)p |
|
7. Property, plant and equipment |
|
|
Leasehold improvements £'000 |
Plant and machinery |
Computer equipment |
Fixtures and fittings £'000 |
Assets under construction £'000 |
Total £'000 |
|
Cost |
|
|
|
|
|
|
|
At 1 January 2025 |
9,132 |
35,820 |
1,750 |
376 |
5,845 |
52,923 |
|
Additions |
161 |
30 |
15 |
- |
1,570 |
1,776 |
|
Transfers |
386 |
2,055 |
- |
- |
(2,441) |
- |
|
Disposal |
(168) |
(1,435) |
(259) |
(16) |
- |
(1,878) |
|
At 31 December 2025 (audited) |
9,511 |
36,470 |
1,506 |
360 |
4,974 |
52,821 |
|
|
|
|
|
|
|
|
|
Additions |
- |
124 |
82 |
- |
613 |
819 |
|
Transfers |
85 |
1,182 |
- |
- |
(1,267) |
- |
|
Disposals |
(39) |
(689) |
(307) |
(23) |
- |
(1,058) |
|
Impairment |
- |
- |
- |
- |
(3,006) |
(3,006) |
|
At 30 June 2026 (unaudited) |
9,557 |
37,087 |
1,281 |
337 |
1,314 |
49,576 |
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
|
At 1 January 2025 |
5,141 |
22,268 |
1,628 |
302 |
- |
29,339 |
|
Charge for the year |
1,238 |
5,719 |
91 |
52 |
- |
7,100 |
|
Depreciation on disposals |
(120) |
(1,417) |
(259) |
(16) |
- |
(1,812) |
|
At 31 December 2025 (audited) |
6,259 |
26,570 |
1,460 |
338 |
- |
34,627 |
|
|
|
|
|
|
|
|
|
Charge for the period |
496 |
2,056 |
27 |
22 |
- |
2,601 |
|
Depreciation on disposals |
(39) |
(689) |
(307) |
(23) |
- |
(1,058) |
|
At 30 June 2026 (unaudited) |
6,716 |
27,937 |
1,180 |
337 |
- |
36,170 |
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
At 30 June 2026 (unaudited) |
2,841 |
9,150 |
101 |
- |
1,314 |
13,406 |
|
At 31 December 2025 (audited) |
3,252 |
9,900 |
46 |
22 |
4,974 |
18,194 |
|
'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. The impairment of the asset under construction relates to test infrastructure that is no longer expected to be completed and is described in Note 22. |
|
8. Right of use assets |
|
|
Land and Buildings |
Computer equipment |
Electric vehicles |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Cost |
|
|
|
|
|
At 1 January 2025 |
4,803 |
43 |
252 |
5,098 |
|
Additions |
935 |
- |
106 |
1,041 |
|
Disposal |
- |
- |
(111) |
(111) |
|
At 31 December 2025 (audited) |
5,738 |
43 |
247 |
6,028 |
|
|
|
|
|
|
|
Additions |
- |
- |
47 |
47 |
|
At 30 June 2026 (unaudited) |
5,738 |
43 |
294 |
6,075 |
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
At 1 January 2025 |
3,170 |
43 |
51 |
3,264 |
|
Charge for the year |
658 |
- |
95 |
753 |
|
Disposal |
- |
- |
(52) |
(52) |
|
At 31 December 2025 (audited) |
3,828 |
43 |
94 |
3,965 |
|
|
|
|
|
|
|
Charge for the period |
335 |
- |
47 |
382 |
|
At 30 June 2026 (unaudited) |
4,163 |
43 |
141 |
4,347 |
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
At 30 June 2026 (unaudited) |
1,575 |
- |
153 |
1,728 |
|
At 31 December 2025 (audited) |
1,910 |
- |
153 |
2,063 |
|
9. Intangible assets |
|
|
Internally developed intangibles £'000 |
Customer and internal development programmes £'000 |
Perpetual software licences £'000 |
Patent costs |
Total £'000 |
|
Cost |
|
|
|
|
|
|
At 1 January 2025 |
411 |
22,200 |
525 |
1,493 |
24,629 |
|
Additions |
- |
- |
87 |
- |
87 |
|
At 31 December 2025 (audited) |
411 |
22,200 |
612 |
1,493 |
24,716 |
|
|
|
|
|
|
|
|
Additions |
- |
- |
- |
- |
- |
|
At 30 June 2026 (unaudited) |
411 |
22,200 |
612 |
1,493 |
24,716 |
|
|
|
|
|
|
|
|
Accumulated amortisation |
|
|
|
|
|
|
At 1 January 2025 |
411 |
3,533 |
409 |
302 |
4,655 |
|
Charge for the year |
- |
3,382 |
42 |
434 |
3,858 |
|
At 31 December 2025 (audited) |
411 |
6,915 |
451 |
736 |
8,513 |
|
|
|
|
|
|
|
|
Charge for the period |
- |
1,461 |
161 |
214 |
1,836 |
|
At 30 June 2026 (unaudited) |
411 |
8,376 |
612 |
950 |
10,349 |
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
At 30 June 2026 (unaudited) |
- |
13,824 |
- |
543 |
14,367 |
|
At 31 December 2025 (audited) |
- |
15,285 |
161 |
757 |
16,203 |
|
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 2026 (unaudited) |
30 June 2025 (unaudited) |
31 December 2025 (audited) |
|
|
£'000 |
£'000 |
£'000 |
|
Raw materials |
912 |
1,364 |
1,313 |
|
Work in progress |
503 |
504 |
1,319 |
|
Finished goods |
1,071 |
806 |
571 |
|
Total inventory |
2,486 |
2,674 |
3,203 |
|
During the period a provision of £53,000 (31 December 2025: £77,000, 30 June 2025: £826,000) has been recognised against inventories that have failed initial quality tests. |
|
11. Trade and other receivables |
|
|
30 June 2026 (unaudited) |
30 June 2025 (unaudited) |
31 December 2025 (audited) |
|
Current: |
£'000 |
£'000 |
£'000 |
|
Trade receivables |
1,316 |
1,670 |
14,938 |
|
VAT receivable |
658 |
812 |
687 |
|
RDEC receivable |
3,613 |
4,820 |
2,814 |
|
Other receivables |
411 |
177 |
297 |
|
|
5,998 |
7,479 |
18,736 |
|
Non-current: |
|
|
|
|
Other receivables |
741 |
741 |
741 |
|
12. Other current assets |
|
|
30 June 2026 (unaudited) |
30 June 2025 (unaudited) |
31 December 2025 (audited) |
|
|
£'000 |
£'000 |
£'000 |
|
Prepayments |
1,976 |
1,501 |
1,449 |
|
|
|
|
|
|
13. Net cash and cash equivalents, short-term and long-term investments |
|
|
30 June 2026 (unaudited) |
30 June 2025 (unaudited) |
31 December 2025 (audited) |
|
|
£'000 |
£'000 |
£'000 |
|
Cash at bank and in hand |
30,340 |
7,488 |
3,287 |
|
Money market funds |
121,715 |
49,153 |
32,548 |
|
Cash and cash equivalents |
152,055 |
56,641 |
35,835 |
|
|
|
|
|
|
Short-term investments |
19,966 |
47,426 |
47,437 |
|
Cash and cash equivalents and investments |
172,021 |
104,067 |
83,272 |
|
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 2026 (unaudited) |
30 June 2025 (unaudited) |
31 December 2025 (audited) |
|
Current: |
£'000 |
£'000 |
£'000 |
|
Trade payables |
1,504 |
1,457 |
1,352 |
|
Other payables |
1,820 |
2,216 |
1,390 |
|
|
3,324 |
3,673 |
2,742 |
|
15. Other current liabilities |
|
|
30 June 2026 (unaudited) |
30 June 2025 (unaudited) |
31 December 2025 (audited) |
|
|
£'000 |
£'000 |
£'000 |
|
Current: |
|
|
|
|
Accrued national insurance on share options |
652 |
- |
- |
|
Other accruals |
3,961 |
3,850 |
3,907 |
|
Deferred income |
202 |
364 |
242 |
|
|
4,815 |
4,214 |
4,149 |
|
Non-current: |
|
|
|
|
Accrued national insurance on share options |
584 |
- |
- |
|
Deferred income |
875 |
1,077 |
976 |
|
|
1,459 |
1,077 |
976 |
|
|
|
|
|
|
An accrual for employer's National Insurance contributions arising on share-based payment awards is recognised over the vesting period of the relevant awards. Following Board approval in June 2026 to meet employer's National Insurance liabilities on the exercise of share options, a corresponding liability has been recognised in the current period. Previously, employer's National Insurance was settled by the employee on exercise, therefore no such accrual was recognised in the comparative periods. |
|
16. Lease liabilities |
|
|
30 June 2026 (unaudited) |
30 June 2025 (unaudited) |
31 December 2025 (audited) |
|
|
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
At the start of the period |
2,409 |
2,223 |
2,223 |
|
New leases recognised |
47 |
46 |
106 |
|
Lease payments |
(528) |
(516) |
(1,037) |
|
Interest expense |
113 |
116 |
245 |
|
Disposals |
- |
- |
(63) |
|
Adjustment to lease term |
- |
935 |
935 |
|
At the end of the period |
2,041 |
2,804 |
2,409 |
|
|
|
|
|
|
Current |
872 |
813 |
834 |
|
Non-current |
1,169 |
1,991 |
1,575 |
|
Total at the end of the period |
2,041 |
2,804 |
2,409 |
|
|
|
|
|
|
17. Provisions |
|
|
Property Dilapidations |
Warranties |
Settlement |
Contract Losses |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
At 1 January 2025 |
2,340 |
397 |
- |
44 |
2,781 |
|
Movements in the Consolidated Statement of Profit and Loss: |
|
|
|
|
|
|
Unused amounts reversed |
- |
- |
- |
(44) |
(44) |
|
Unwinding of discount |
92 |
- |
- |
- |
92 |
|
Change in provision |
(56) |
(163) |
1,980 |
- |
1,761 |
|
At 31 December 2025 (audited) |
2,376 |
234 |
1,980 |
- |
4,590 |
|
Movements in the Consolidated Statement of Profit and Loss: |
|
|
|
|
|
|
Unwinding of discount |
43 |
- |
- |
- |
43 |
|
Provision used |
- |
- |
(1,980) |
- |
(1,980) |
|
Change in provision |
(18) |
- |
- |
- |
(18) |
|
At 30 June 2026 (unaudited) |
2,401 |
234 |
- |
- |
2,635 |
|
|
|
|
|
|
|
|
Current |
- |
234 |
- |
- |
234 |
|
Non-current |
2,401 |
- |
- |
- |
2,401 |
|
At 30 June 2026 (unaudited) |
2,401 |
234 |
- |
- |
2,635 |
|
|
|
|
|
|
|
|
Current |
- |
234 |
1,980 |
- |
2,214 |
|
Non-current |
2,376 |
- |
- |
- |
2,376 |
|
At 31 December 2025 (audited) |
2,376 |
234 |
1,980 |
- |
4,590 |
|
|
Property Dilapidations |
Warranties |
Settlement |
Contract Losses |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
At 1 January 2025 |
2,340 |
397 |
- |
44 |
2,781 |
|
Movements in the Consolidated Statement of Profit and Loss: |
|
|
|
|
|
|
Unwinding of discount |
49 |
- |
- |
- |
49 |
|
Change in provision |
(31) |
(232) |
- |
(44) |
(307) |
|
At 30 June 2025 (unaudited) |
2,358 |
165 |
- |
- |
2,523 |
|
|
|
|
|
|
|
|
Current |
- |
165 |
- |
- |
165 |
|
Non-current |
2,358 |
- |
- |
- |
2,358 |
|
At 30 June 2025 (unaudited) |
2,358 |
165 |
- |
- |
2,523 |
|
|
|
|
|
|
|
|
18. Share capital |
|
|
30 June 2026 (unaudited) |
|
31 December 2025 (audited) |
||
|
|
Number of £0.10 |
£'000 |
|
Number of £0.10 |
£'000 |
|
Allotted and fully paid |
|
|
|
|
|
|
At 1 January |
194,694,543 |
19,469 |
|
193,699,380 |
19,370 |
|
Allotted £0.10 Ordinary shares for the fundraise |
18,000,000 |
1,800 |
|
- |
- |
|
Allotted £0.10 Ordinary shares on exercise of employee share options |
1,103,033 |
111 |
|
995,163 |
99 |
|
At 30 June 2026 / 31 December 2025 |
213,797,576 |
21,380 |
|
194,694,543 |
19,469 |
|
During June 2026, Ceres completed an oversubscribed capital raise, generating gross proceeds of £102,600,000 and net proceeds of £99,130,000. 18,000,000 shares were allotted as part of this fundraise. During the six month period ended 30 June 2026, 1,103,033 ordinary £0.10 shares were allotted for cash consideration of £291,000 on the exercise of employee share options (six months ended 30 June 2025: 110,157 ordinary £0.10 shares were allotted for cash consideration of £11,000 and 31 December 2025: 995,163 ordinary £0.10 shares were allotted for cash consideration of £99,516). |
|
|
|
|
|
30 June 2025 (unaudited) |
|
|
|
|
|
|
Number of £0.10 |
£'000 |
|
Allotted and fully paid |
|
|
|
|
|
|
At 1 January 2025 |
|
|
|
193,699,380 |
19,370 |
|
Allotted £0.10 Ordinary shares on exercise of employee share options |
|
|
|
110,157 |
11 |
|
At 30 June 2025 |
|
|
|
193,809,537 |
19,381 |
|
Reserves The Consolidated Statement of Financial Position includes a merger reserve and a capital redemption reserve. The merger reserve represents a reserve arising on consolidation using book value accounting for the acquisition of Ceres Power Limited at 1 July 2004. The reserve represents the difference between the book value and the nominal value of the shares issued by the Company to acquire Ceres Power Limited. The capital redemption reserve was created in the year ended 30 June 2014 when 86,215,662 deferred ordinary shares of £0.04 each were cancelled.
19. Events after the balance sheet date Subsequent to the reporting date, on 12 August 2026, RFC Power, which was a wholly owned subsidiary of the Group at 30 June 2026, completed a Series A funding round. Following completion of the transaction, the Group's equity interest in RFC Power reduced to 37%. As part of the funding round, Ceres contributed £1.0 million in cash and received a further £1.5 million of equity interests in exchange for the provision of in-kind engineering services. 20. Capital commitments Capital expenditure that has been contracted for but has not been provided for in the financial statements amounts to £875,000 as at 30 June 2026 (as at 30 June 2025: £439,000 and 31 December 2025: £320,000), in respect of the acquisition of property, plant and equipment.
21. Related party transactions As at 30 June 2026 the Group's related parties were its Directors. As at 30 June 2025, the Group's related parties were its Directors and RFC Power Limited. During the six month period to 30 June 2026, Phil Caldwell exercised options over 358,593 shares in Ceres Power Holdings plc vested under the 2016 LTIP award. During the six months to 30 June 2025 and the year to 31 December 2025, no Directors exercised share options. RFC Power Ltd were a related party up until control was obtained on 1 August 2025 when they became a subsidiary of the Group. There were no transactions with RFC Power Ltd while they were a related party.
22. Exceptional costs The exceptional costs recognised in the six months to 30 June 2026 relate to the impairment of testing facilities that are no longer expected to be completed or brought into service. In 2026, following a review of future testing requirements, management concluded that these requirements could be met through existing operational facilities and planned upgrades to the current test estate. As a result, £3,006,000 of partially constructed test stands were fully impaired. Impairment of investment in associate (comparative periods) The 24.2% interest in the associate, RFC Power Limited, was impaired to £nil. During H1 2025 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 2026 (unaudited) £'000 |
30 June 2025 (unaudited) £'000 |
31 December 2025 (audited) £'000 |
|
Operating loss |
(16,692) |
(18,657) |
(47,621) |
|
Depreciation and amortisation |
4,819 |
6,031 |
11,711 |
|
Depreciation absorbed as part of inventory |
(735) |
(579) |
(1,294) |
|
EBITDA |
(12,608) |
(13,205) |
(37,204) |
|
|
|
|
|
|
Share-based payment charges |
1,560 |
360 |
1,260 |
|
NI accrued on unvested share options |
1,236 |
- |
- |
|
Exceptional operating costs |
3,006 |
1,440 |
3,420 |
|
Unrealised (gains)/losses on forward contracts |
- |
95 |
90 |
|
Exchange losses/(gains) |
(14) |
(1) |
(88) |
|
Adjusted EBITDA |
(6,820) |
(11,311) |
(32,522) |
|
|
|
|
|
|
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 to the principal risks themselves, although the assessed level of the People and Capability risk has reduced since the publication of the Ceres Annual Report 2025. The principal risks and uncertainties are summarised below.
|
|
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 2026 is not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34: Interim Financial Reporting and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority. We have been engaged by Ceres Power Holdings plc (the 'Company') to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2026 which comprise of the following: Consolidated statement of profit and loss and other comprehensive income Consolidated statement of financial position Consolidated cash flow statement Consolidated statement of changes in equity The related explanatory notes Basis for conclusion We conducted our review in accordance with the International Standard on Review Engagements (UK) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" ("ISRE (UK) 2410"). 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 1, 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, 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 Group'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 Group 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 23 September 2026 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). |
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