Interim Results
Summary by AI BETAClose X
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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, microgrid and other energy infrastructure 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
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CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME For the six months ended 30 June 2025 |
|
|
|
30 June 2025 (unaudited) |
30 June 2024 (unaudited) |
31 December 2024 (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 income1 |
|
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 (unaudited) |
30 June 2024 (unaudited) |
31 December 2024 (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 (unaudited) |
30 June 2024 (unaudited) |
31 December 2024 (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 capital |
Share premium |
Capital redemption reserve |
Merger reserve |
Accumulated losses |
Total |
|
|
|
£'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 (unaudited) |
30 June 2024 (unaudited) |
31 December 2024 (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 (unaudited) |
30 June 2024 (unaudited) |
31 December 2024 (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 (unaudited) |
30 June 2024 (unaudited) |
31 December 2024 (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 (unaudited) |
30 June 2024 (unaudited) |
31 December 2024 (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 (unaudited) |
30 June 2024 (unaudited) |
31 December 2024 (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 (unaudited) |
30 June 2024 (unaudited) |
31 December 2024 (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 (unaudited) |
30 June 2024 (unaudited) |
31 December 2024 (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 (unaudited) |
30 June 2024 (unaudited) |
31 December 2024 (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 £'000 |
Plant and machinery |
Computer equipment |
Fixtures and fittings £'000 |
Assets under construction £'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 developed intangibles £'000 |
Customer and internal development programmes £'000 |
Perpetual software licences £'000 |
Patent costs |
Total £'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 (unaudited) |
30 June 2024 (unaudited) |
31 December 2024 (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 (unaudited) |
30 June 2024 (unaudited) |
31 December 2024 (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 (unaudited) |
30 June 2024 (unaudited) |
31 December 2024 (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 (unaudited) |
30 June 2024 (unaudited) |
31 December 2024 (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 (unaudited) |
30 June 2024 (unaudited) |
31 December 2024 (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 (unaudited) |
30 June 2024 (unaudited) |
31 December 2024 (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 hierarchy |
Carrying amount 30 June 2025 (unaudited) £'000 |
Fair value 30 June 2025 (unaudited) £'000 |
Carrying amount 31 December 2024 (audited) £'000 |
Fair value 31 December 2024 (audited) £'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 (unaudited) |
30 June 2024 (unaudited) |
31 December 2024 (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 |
Warranties |
Contract Losses |
Total |
|
|
£'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 |
Warranties |
Contract Losses |
Total |
|
|
£'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 (unaudited) |
|
31 December 2024 (audited) |
||
|
|
|
Number of £0.10 |
£'000 |
|
Number of £0.10 |
£'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 |
£'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 (unaudited) £'000 |
30 June 2024 (unaudited) £'000 |
31 December 2024 (audited) £'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.
|
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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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