
CWR.L 21 March 2025 Ceres Power Holdings plc
Final results for the year ended 31 December 2024
Horsham, UK: Ceres Power Holdings plc ("Ceres", the "Company") (CWR.L), a leading developer of clean energy technology, announces its audited results for the year ended 31 December 2024.
Financial highlights • Record order intake of £112.8 million, following signing of two manufacturing licensee partners, Delta Electronics and Denso, and an electrolyser system partner, Thermax Ltd. • Revenue of £51.9 million (2023: £22.3 million), an increase of 132%. • Gross profit of £40.2 million (2023: £13.6 million), extending sector-leading gross margin to 77% (2023: 61%). • Strong cash and short-term investments position of £102.5 million (2023: £140.0 million) with reduced cash outflow of £37.5 million (2023: £42.4 million) through continued disciplined cash management
Strategic highlights • South Korea - Doosan production on track. Doosan factory commissioning for SOFC stack and cell production is progressing towards product launch in 2025 for stationary power systems for commercial and data centre applications. • Taiwan - Delta is progressing well towards manufacturing. Our first licensee for both solid oxide fuel cell ("SOFC") and solid oxide electrolyser cell ("SOEC") technology, Delta is evaluating factory designs, targeting the growing data centre and industrial hydrogen markets. • Japan - Denso completed upfront technology transfer. Ceres has successfully completed the upfront technology transfer to Denso Corporation, an expert in system control and thermal management to address the growing green hydrogen sector. • India - SOEC system development with Thermax underway. Thermax has begun developing assembly facility layouts to accelerate entry into the dynamic Indian market for industrial decarbonisation.
Current trading • The termination of the Bosch contract on 20 February, while disappointing, will have limited financial impact in the low single digit millions of euros for 2025. • Ceres remains on track to deliver the anticipated savings on restructured and optimised cost base. • We expect revenue for 2025 will be broadly similar to 2024. We will provide additional guidance on revenue expectations for the full year at our July trading update.
Phil Caldwell, Chief Executive Officer of Ceres, said: "2024 was a record year for Ceres, as our teams continued to deliver best in class technology and global partnerships during a period of significant change in the energy markets and a challenging economic environment. We now have three major global manufacturing partners establishing factories to produce Ceres-based products. For 2025, we are focusing on building our partner portfolio and delivering technology milestones, whilst looking forward to Doosan commencing production in the second half of the year."
Ends
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CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 31 December 2024 |
| | 31 December 2024 | 31 December 2023 |
| Note | £'000 | £'000 |
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Revenue | 2 | 51,891 | 22,324 |
Cost of sales | | (11,727) | (8,770) |
Gross profit |
| 40,164 | 13,554 |
Other operating income1 | | 2,846 | 3,665 |
Operating costs | 3 | (74,327) | (76,620) |
Operating loss |
| (31,317) | (59,401) |
Finance income | 4 | 5,807 | 7,079 |
Finance expense | 4 | (362) | (1,287) |
Loss before taxation | | (25,872) | (53,609) |
Taxation (charge)/credit | 5 | (2,433) | (399) |
Loss for the financial period and total comprehensive loss | | (28,305) | (54,008) |
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Loss per £0.10 ordinary share expressed in pence per share: | |
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Basic and diluted loss per share | 6 | (14.64)p | (28.03)p |
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The accompanying notes are an integral part of these consolidated financial statements. 1 Other operating income relates to grant income and the Group's RDEC tax credit. |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 December 2024 |
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| 31 December 2024 | 31 December 2023 |
| Note | £'000 | £'000 |
Assets | | | |
Non-current assets | | | |
Property, plant and equipment | 7 | 23,584 | 25,882 |
Right-of-use assets | 8 | 1,834 | 2,141 |
Intangible assets | 9 | 19,974 | 19,054 |
Investment in associate | | 2,218 | 2,350 |
Other receivables | 11 | 741 | 741 |
Total non-current assets | | 48,351 | 50,168 |
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Current assets | |
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Inventories | 10 | 2,756 | 2,825 |
Contract assets | 2 | 8,208 | 1,575 |
Other current assets | 12 | 1,430 | 1,193 |
Derivative financial instruments | 16 | 8 | 8 |
Current tax receivable | | ꟷ | 771 |
Trade and other receivables | 11 | 17,885 | 9,876 |
Short-term investments | 13 | 54,971 | 90,249 |
Cash and cash equivalents | 13 | 47,494 | 49,707 |
Total current assets | | 132,752 | 156,204 |
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Liabilities | |
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Current liabilities | |
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Trade and other payables | 14 | (3,538) | (4,983) |
Contract liabilities | 2 | (10,682) | (7,469) |
Other current liabilities | 15 | (6,825) | (6,301) |
Derivative financial instruments | 16 | ꟷ | (99) |
Lease liabilities | 17 | (731) | (694) |
Provisions | 18 | (441) | (647) |
Total current liabilities | | (22,217) | (20,193) |
Net current assets | | 110,535 | 136,011 |
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Non-current liabilities | |
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Lease liabilities | 17 | (1,492) | (1,902) |
Other non-current liabilities | 15 | (1,221) | (1,360) |
Provisions | 19 | (2,340) | (2,282) |
Total non-current liabilities | | (5,053) | (5,544) |
Net assets | | 153,833 | 180,635 |
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Equity attributable to the owners of the parent | |
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Share capital | 19 | 19,370 | 19,297 |
Share premium | | 406,650 | 406,184 |
Capital redemption reserve | | 3,449 | 3,449 |
Merger reserve | | 7,463 | 7,463 |
Accumulated losses | | (283,099) | (255,758) |
Total equity | | 153,833 | 180,635 |
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The accompanying notes are an integral part of these consolidated financial statements. |
CONSOLIDATED CASH FLOW STATEMENT For the year ended 31 December 2024 |
| Note |
31 December 2024 |
31 December 2023 |
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| £'000 | £'000 |
Cash flows from operating activities |
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Loss before taxation |
| (25,872) | (53,609) |
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Adjustments for: |
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Finance income |
| (5,807) | (7,079) |
Finance expense |
| 362 | 1,287 |
Depreciation of property, plant and equipment | | 7,472 | 7,461 |
Depreciation of right-of-use assets | | 710 | 641 |
Amortisation of intangible assets | | 1,374 | 1,024 |
Net foreign exchange loss/(gains) | | 79 | (232) |
Net change in fair value of financial instruments | | (99) | 143 |
Share-based payments charge | | 964 | 67 |
Operating cash flows before movements in working capital |
| (20,817) | (50,297) |
(Increase)/decrease in trade and other receivables | | (8,757) | 6,356 |
Decrease in inventories | | 69 | 2,889 |
(Decrease)/increase in trade and other payables | | (1,809) | 1,847 |
Increase in contract assets | | (6,633) | (1,175) |
Increase in contract liabilities | | 3,213 | 106 |
Decrease in provisions | | (188) | (536) |
Net cash used in operations |
| (34,790) | (40,810) |
Taxation (paid)/received | | (1,019) | 6,911 |
Net cash used in operating activities |
| (35,941) | (33,899) |
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Investing activities | |
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Proceeds received on disposal of property, plant and equipment | | ꟷ | 225 |
Purchase of property, plant and equipment | | (4,449) | (7,922) |
Capitalised development expenditure | | (2,294) | (6,800) |
Decrease in short-term investments | | 32,537 | 21,168 |
Finance income received | | 8,469 | 5,616 |
Net cash used in investing activities |
| 34,263 | 12,287 |
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Financing activities | |
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Proceeds from issuance of ordinary shares | | 539 | 809 |
Repayment of lease liabilities | | (774) | (658) |
Interest paid | | (243) | (393) |
Net cash generated from/(used by) financing activities |
| (478) | (242) |
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Net decrease in cash and cash equivalents |
| (2,156) | (21,854) |
Exchange loss on cash and cash equivalents | | (57) | (223) |
Cash and cash equivalents at beginning of period | | 49,707 | 71,784 |
Cash and cash equivalents at end of period | 13 | 47,494 | 49,707 |
The accompanying notes are an integral part of these consolidated financial statements. |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 31 December 2024 |
| | Share capital | Share premium | Capital redemption reserve | Merger reserve | Accumulated losses | Total |
| | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
At 1 January 2023 | | 19,209 | 405,463 | 3,449 | 7,463 | (201,817) | 233,767 |
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Comprehensive income | | | | | | | |
Loss for the financial year | | ꟷ | ꟷ | ꟷ | ꟷ | (54,008) | (54,008) |
Total comprehensive loss | | ꟷ | ꟷ | ꟷ | ꟷ | (54,008) | (54,008) |
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Transactions with owners | | | | | | | |
Issue of shares, net of costs | | 88 | 721 | ꟷ | ꟷ | ꟷ | 809 |
Share-based payments charge | | ꟷ | ꟷ | ꟷ | ꟷ | 67 | 67 |
Total transactions with owners | | 88 | 721 | ꟷ | ꟷ | 67 | 876 |
At 31 December 2023 |
| 19,297 | 406,184 | 3,449 | 7,463 | (255,758) | 180,635 |
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Comprehensive income | | | | | | |
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Loss for the financial period | | ꟷ | ꟷ | ꟷ | ꟷ | (28,305) | (28,305) |
Total comprehensive loss | | ꟷ | ꟷ | ꟷ | ꟷ | (28,305) | (28,305) |
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Transactions with owners | |
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Issue of shares | | 73 | 466 | ꟷ | ꟷ | ꟷ | 539 |
Share-based payments charge | | ꟷ | ꟷ | ꟷ | ꟷ | 964 | 964 |
Total transactions with owners |
| 73 | 466 | ꟷ | ꟷ | 964 | 1,503 |
At 31 December 2024 | | 19,370 | 406,650 | 3,449 | 7,463 | (283,099) | 153,833 |
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The accompanying notes are an integral part of these consolidated financial statements. |
1. Basis of preparation The financial information presented in this final results announcement has been prepared in accordance with the recognition and measurement requirements of UK adopted international accounting standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The principal accounting policies adopted in the preparation of the financial information in this announcement are unchanged from those used in the company's statutory financial statements for the year ended 31 December 2024. Whilst the financial information included in this announcement has been computed in accordance with the recognition and measurement requirements of IFRS, this announcement does not itself contain sufficient disclosures to comply with IFRS. The financial information contained in this final results statement does not constitute statutory financial statements as defined by in Section 434 of the Companies Act 2006. The financial information has been extracted from the financial statements for the year ended 31 December 2024 which have been approved by the Board of Directors, and the comparative figures for the year ended 31 December 2023 are based on the financial statements for that year. The financial statements for 2023 have been delivered to the Registrar of Companies and the 2024 financial statements will be delivered after the Annual General Meeting on 15 May 2025. The Auditor has reported on both sets of accounts without qualification, did not draw attention to any matters by way of emphasis without qualifying their report, and did not contain a statement under Section 498(2) or 498(3) of the Companies Act 2006. The Directors confirm that, to the best of their knowledge, this condensed set of consolidated financial statements has been prepared in accordance with the LSE Rules. Going Concern The Group has reported a loss after tax for the year ended 31 December 2024 of £28.3 million (2023: £54.0 million) and net cash used in operating activities of £35.9 million (2023: £33.9 million). At 31 December 2024, the Group held cash and cash equivalents and investments of £102.5 million (31 December 2023: £140.0 million). The Directors have prepared monthly budgets and cash flow projections that extend up to 31 December 2026. The forecast operating cash will be lower in 2025 compared to 2024 following the Group's restructuring. Future projections include management's expectations of the further investment in R&D projects, new product development and capital investment as the Group sustains its competitive advantage in licensing fuel cell and electrolysis technologies. Within these projections the Group has considered the termination by Bosch which does not adversely impact the going concern assessment. Future cash inflows reflects management's expectations of revenue from existing and new licensee partners in both the power and green hydrogen markets. The projections were stress tested by applying different scenarios in line with the Group's viability scenarios including a slower intake of future licensee partners leading to a loss of significant future revenue and a resulting cost mitigation. In each case the projections demonstrated that the Group is expected to have sufficient cash reserves to meet its liabilities as they fall due and to continue as a going concern for at least a period of 12 months. For the above reasons, the Directors continue to adopt the going concern basis in preparing the consolidated financial statements. Critical accounting judgements and key sources of estimation uncertainty In the application of the Group's accounting policies, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.
In preparing the consolidated financial statements, the areas where judgement has been exercised remain consistent with those applied to the annual report and accounts for the year ended 31 December 2023. |
2. Revenue The Group's revenue is disaggregated by geographical market, major product/service lines, and timing of revenue recognition: Geographical market |
|
31 December 2024 | |
31 December 2023 |
| £'000 |
| £'000 |
Europe | 8,689 | | 12,394 |
Asia | 43,064 | | 9,589 |
North America | 138 |
| 341 |
| 51,891 |
| 22,324 |
For the year ended 31 December 2024, the Group has identified three major customers (defined as customers that individually contributed more than 10% of the Group's total revenue) that accounted for approximately 44%, 26% and 13% of the Group's total revenue recognised in the year (year ended 31 December 2023: two customers that accounted for approximately 51% and 36% of the Group's total revenue for that year). Major product/service lines |
| 31 December 2024 | | 31 December 2023 Restated1 |
| £'000 |
| £'000 |
Provision of technology hardware | 6,938 | | 5,726 |
Engineering services and licences1 | 44,953 |
| 16,598 |
| 51,891 |
| 22,324 |
1Following changes to how information is presented to the Chief Operating Decisions Makers (CODM), in 2024 revenue from engineering services and licences is no longer disaggregated. The Group has restated the presentation of major product/service lines for the year ended 31 December 2023.
Timing of transfer of goods and services |
| 31 December 2024 | | 31 December 2023 |
| £'000 | | £'000 |
Products and services transferred at a point in time | 33,030 | | 6,544 |
Products and services transferred over time | 18,861 | | 15,780 |
| 51,891 | | 22,324 |
The contract-related assets and liabilities are as follows: |
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| | 31 December 2024 | 31 December 2023 | 1 January 2023 |
|
| | £'000 | £'000 | £'000 |
Trade receivables | 11 | | 9,872 | 3,422 | 11,825 |
Contract assets - accrued income | | | 7,333 | 1,575 | 400 |
Contract assets - deferred contract costs | | | 875 | ꟷ | ꟷ |
Total contract related assets |
| | 18,080 | 4,997 | 12,225 |
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Contract liabilities - deferred income |
| | (10,682) | (7,469) | (7,363) |
3. Operating costs |
Operating costs can be analysed as follows: |
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| 31 December 2024 | | 31 December 2023 |
| £'000 | | £'000 |
Research and development costs | 48,531 | | 54,034 |
Administrative expenses | 18,014 | | 17,681 |
Commercial | 7,782 | | 4,905 |
| 74,327 | | 76,620 |
4. Finance income and expenses |
| 31 December 2024 | | 31 December 2023 |
| £'000 | | £'000 |
Interest income on cash, cash equivalents and investments | 5,807 | | 7,079 |
Finance income | 5,807 | | 7,079 |
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Interest paid | ꟷ | | (99) |
Interest on lease liability | (243) | | (248) |
Unwinding of discount on provisions | (40) | | (89) |
Other finance costs | ꟷ | | (46) |
Foreign exchange loss on cash, cash equivalents and short-term deposits | (79) | | (805) |
Interest expense | (362) | | (1,287) |
5. Taxation A tax charge has arisen as a result of expenditure surrendered and claimed under the SME R&D regime in the prior year and foreign tax and withholding tax arising on licence income received from customers based in China, South Korea and Taiwan. |
| 31 December 2024 | | 31 December 2023 |
| £'000 | | £'000 |
UK corporation tax | ꟷ | | ꟷ |
Foreign tax suffered | 2,445 | | 334 |
Adjustment in respect of prior periods | (12) | | 65 |
| 2,433 | | 399 |
6. Loss per share |
| 31 December 2024 | 31 December 2023 |
| £'000 | £'000 |
Loss for the financial period attributable to shareholders | (28,305) | (54,008) |
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Weighted average number of shares in issue | 193,321,401 | 192,651,782 |
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Loss per £0.10 ordinary share (basic and diluted) | (14.64)p | (28.03)p |
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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 2023 | 7,134 | 26,229 | 1,935 | 276 | 7,080 | 42,654 |
Additions | 1,318 | 3,647 | 164 | 115 | 1,937 | 7,181 |
Transfers | 511 | 2,009 | ꟷ | ꟷ | (2,520) | ꟷ |
Disposal | (150) | (568) | (57) | ꟷ | (68) | (843) |
At 31 December 2023 | 8,813 | 31,317 | 2,042 | 391 | 6,429 | 48,992 |
Additions | 554 | 2,786 | 29 | ꟷ | 1,805 | 5,174 |
Transfers | 32 | 2,357 | ꟷ | ꟷ | (2,389) | ꟷ |
Disposals | (215) | (195) | (102) | (6) | ꟷ | (518) |
At 31 December 2024 | 9,184 | 36,265 | 1,969 | 385 | 5,845 | 53,648 |
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Accumulated depreciation | | | | | | |
At 1 January 2023 | 2,730 | 11,901 | 1,403 | 233 | ꟷ | 16,267 |
Charge for the year | 1,264 | 5,783 | 379 | 35 | ꟷ | 7,461 |
Depreciation on disposals | (150) | (411) | (57) | ꟷ | ꟷ | (618) |
At 31 December 2023 | 3,844 | 17,273 | 1,725 | 268 | ꟷ | 23,110 |
Charge for the year | 1,564 | 5,635 | 224 | 49 | ꟷ | 7,472 |
Depreciation on disposals | (215) | (195) | (102) | (6) | ꟷ | (518) |
At 31 December 2024 | 5,193 | 22,713 | 1,847 | 311 | ꟷ | 30,064 |
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Net book value | | | | | | |
At 31 December 2024 | 3,991 | 13,552 | 122 | 74 | 5,845 | 23,584 |
At 31 December 2023 | 4,969 | 14,044 | 317 | 123 | 6,429 | 25,882 |
At 1 January 2023 | 4,404 | 14,328 | 532 | 43 | 7,080 | 26,387 |
'Assets under construction' represents the cost of purchasing, constructing and installing property, plant and equipment ahead of their productive use. The category is temporary, pending completion of the assets and their transfer to the appropriate and permanent category of property, plant and equipment. As such, no depreciation is charged on assets under construction. Assets under construction primarily comprise plant and machinery and leasehold improvements related to the Group's manufacturing and testing facilities. |
8. Right of use assets |
| Land and Buildings | Computer equipment | Electric vehicles | Total |
| £'000 | £'000 | £'000 | £'000 |
Cost |
| | | |
At 1 January 2023 | 4,523 | 43 | ꟷ | 4,566 |
Additions | 168 | ꟷ | ꟷ | 168 |
Adjustment to lease term | (33) | ꟷ | ꟷ | (33) |
At 31 December 2023 | 4,658 | 43 | ꟷ | 4,701 |
Additions | ꟷ | ꟷ | 290 | 290 |
Disposals | ꟷ | ꟷ | (38) | (38) |
Adjustment to contracted rent | 145 | ꟷ | ꟷ | 145 |
At 31 December 2024 | 4,803 | 43 | 252 | 5,098 |
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Accumulated depreciation |
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At 1 January 2023 | 1,895 | 24 | ꟷ | 1,919 |
Charge for the year | 627 | 14 | ꟷ | 641 |
At 31 December 2023 | 2,522 | 38 | ꟷ | 2,560 |
Charge for the year | 648 | 5 | 57 | 710 |
Disposals | ꟷ | ꟷ | (6) | (6) |
At 31 December 2024 | 3,170 | 43 | 51 | 3,264 |
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Net book value |
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At 31 December 2024 | 1,633 | ꟷ | 201 | 1,834 |
At 31 December 2023 | 2,136 | 5 | ꟷ | 2,141 |
At 1 January 2023 | 2,628 | 19 | ꟷ | 2,647 |
The lease liabilities are detailed in Note 17. |
9. Intangible assets |
| Internal developments in relation to manufacturing site £'000 | Internal development programmes £'000 |
Perpetual software licences £'000 | Patent costs |
Total £'000 |
Cost | | | | | |
At 1 January 2023 | 411 | 13,747 | 525 | 852 | 15,535 |
Additions | ꟷ | 6,443 | ꟷ | 357 | 6,800 |
At 31 December 2023 | 411 | 20,190 | 525 | 1,209 | 22,335 |
Additions | ꟷ | 2,010 | ꟷ | 284 | 2,294 |
At 31 December 2024 | 411 | 22,200 | 525 | 1,493 | 24,629 |
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Accumulated amortisation | | | | | |
At 1 January 2023 | 246 | 1,786 | 148 | 77 | 2,257 |
Charge for the year | 82 | 728 | 137 | 77 | 1,024 |
At 31 December 2023 | 328 | 2,514 | 285 | 154 | 3,281 |
Charge for the year | 83 | 1,019 | 124 | 148 | 1,374 |
At 31 December 2024 | 411 | 3,533 | 409 | 302 | 4,655 |
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Net book value | | | | | |
At 31 December 2024 | ꟷ | 18,667 | 116 | 1,191 | 19,974 |
At 31 December 2023 | 83 | 17,676 | 240 | 1,055 | 19,054 |
At 1 January 2023 | 165 | 11,961 | 377 | 775 | 13,278 |
he internal development intangible relates to the design, development and configuration of the Group's core solid oxide cell and system technology. Amortisation of capitalised development commences once the developed technology is complete and is available for use. The net book value of internal development programmes that are not available for use at 31 December 2024 are £812,000 (2023: £16,376,000). The significant decrease from 2023 is due to the 640 programme meeting the criteria for cessation of capitalisation in line with IAS 38. Amortisation of the 640 programme commenced in 2024. |
10. Inventories |
| 31 December 2024 | | 31 December 2023 |
| £'000 | | £'000 |
Raw materials | 1,621 | | 1,648 |
Work in progress | 759 | | 787 |
Finished goods | 376 | | 390 |
Total inventory | 2,756 | | 2,825 |
Inventories have reduced which reflects the stacks shipped to customers and the use of stacks for internal R&D projects, particularly the SOEC demonstrator. |
11. Trade and other receivables |
| 31 December 2024 | | 31 December 2023 |
Current: | £'000 | | £'000 |
Trade receivables | 9,872 | | 3,422 |
VAT receivable | 1,120 | | 2,273 |
RDEC receivable | 6,790 | | 4,008 |
Other receivables | 103 | | 172 |
| 17,885 | | 9,876 |
Non-current: |
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Other receivables | 741 | | 741 |
The RDEC receivable is a receivable from the UK Government for the Group's 2023 and 2024 RDEC claim. Of the amount outstanding as at 31 December 2024, £3,486,000 was received in January 2025. |
12. Other current assets |
| 31 December 2024 | | 31 December 2023 |
| £'000 | | £'000 |
Prepayments | 1,430 | | 1,193 |
| 1,430 | | 1,193 |
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13. Net cash and cash equivalents, short-term and long-term investments |
| 31 December 2024 | | 31 December 2023 |
| £'000 | | £'000 |
Cash at bank and in hand | 10,338 | | 7,063 |
Money market funds | 37,156 | | 42,644 |
Cash and cash equivalents | 47,494 | | 49,707 |
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Short-term investments | 54,971 | | 90,249 |
Cash and cash equivalents and investments | 102,465 | | 139,956 |
The Group typically places surplus funds into pooled money market funds with same day access and bank deposits with durations of up to 24 months. The Group's treasury policy restricts investments in short-term sterling money market funds to those which carry short-term credit ratings of at least two of AAAm (Standard & Poor's), Aaa-mf (Moody's) and AAAmmf (Fitch) and deposits with banks with minimum long-term rating of A-/A3/A and short-term rating of A-2/P-2/F-1 for banks which the UK Government holds less than 10% ordinary equity. |
14. Trade and other payables |
| 31 December 2024 | | 31 December 2023 |
Current: | £'000 | | £'000 |
Trade payables | 2,007 | | 3,624 |
Other payables | 1,531 | | 1,359 |
| 3,583 | | 4,983 |
15. Other current liabilities |
| 31 December 2024 | | 31 December 2023 |
| £'000 | | £'000 |
Current: |
| | |
Accruals | 6,581 | | 5,933 |
Deferred income | 244 | | 368 |
| 6,825 | | 6,301 |
Non-current: |
| | |
Deferred income | 1,221 | | 1,360 |
Deferred income consists of grant income and RDEC tax credits deferred in relation to associated development costs which have been capitalised as an intangible asset. Grant income is recognised in the Consolidated Statement of Profit and Loss in the same period as the expenditure to which the grant relates. |
16. Derivative financial instruments |
| Fair value hierarchy | Carrying amount 31 December 2024 £'000 | Fair value 31 December 2024 £'000 | Carrying amount 31 December 2023 £'000 | Fair value 31 December 2023 £'000 |
Financial assets measured at fair value through profit or loss | |
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| | |
Forward exchange contracts | Level 2 | 8 | 8 | 1 | 1 |
Currency swap contract | Level 2 | ꟷ | ꟷ | 7 | 7 |
Total derivative assets | | 8 | 8 | 8 | 8 |
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Financial liabilities measured at fair value through profit or loss | |
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Forward exchange contracts | Level 2 | ꟷ | ꟷ | (99) | (99) |
Total derivative liabilities | | ꟷ | ꟷ | (99) | (99) |
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|
17. Lease liabilities |
| | 31 December 2024 | 31 December 2023 |
| | £'000 | £'000 |
| |
|
|
At the start of the period | | 2,596 | 3,124 |
New finance leases recognised | | 290 | 66 |
Lease payments | | (1,017) | (906) |
Interest expense | | 243 | 248 |
Adjustment to lease term | | 111 | 64 |
At the end of the period |
| 2,223 | 2,596 |
| |
| |
Current | | 731 | 694 |
Non-current | | 1,492 | 1,902 |
Total at the end of the period | | 2,223 | 2,596 |
| |
|
|
18. Provisions |
|
| Property Dilapidations |
|
Warranties |
|
Contract Losses |
| Total |
|
| £'000 | | £'000 |
| £'000 |
| £'000 |
At 1 January 2023 |
| 2,105 | | 875 | | 54 | | 3,034 |
Movements in the Consolidated Statement of Profit and Loss: |
| | | | | | | |
Unused amounts reversed |
| ꟷ | | (553) | | (10) | | (563) |
Unwinding of discount |
| 89 | | ꟷ | | ꟷ | | 89 |
Increase in provision1 |
| 88 | | 281 | | ꟷ | | 369 |
At 31 December 2023 |
| 2,282 | | 603 | | 44 | | 2,929 |
Movements in the Consolidated Statement of Profit and Loss: |
| | | | | | | |
Unused amounts reversed |
| ꟷ |
| (206) |
| ꟷ |
| (206) |
Unwinding of discount |
| 40 |
| ꟷ |
| ꟷ |
| 40 |
Increase in provision |
| 18 |
| ꟷ |
| ꟷ |
| 18 |
At 31 December 2024 |
| 2,340 |
| 397 |
| 44 |
| 2,781 |
|
|
|
|
|
|
|
|
|
Current |
| ꟷ |
| 397 |
| 44 |
| 441 |
Non-current |
| 2,340 |
| ꟷ |
| ꟷ |
| 2,340 |
At 31 December 2024 |
| 2,340 |
| 397 |
| 44 |
| 2,781 |
|
|
|
|
|
|
|
|
|
Current |
| ꟷ | | 603 | | 44 | | 647 |
Non-current |
| 2,282 | | ꟷ | | ꟷ | | 2,282 |
At 31 December 2023 |
| 2,282 | | 603 | | 44 | | 2,929 |
19. Share capital |
|
| 31 December 2024 |
| 31 December 2023 | ||
|
| Number of £0.10 | £'000 |
| Number of £0.10 |
£'000 |
Allotted and fully paid | | | | | | |
At 1 January | | 192,968,096 | 19,297 | | 192,086,775 | 19,209 |
Allotted £0.10 Ordinary shares on exercise of employee share options | | 731,284 | 73 | | 881,321 | 88 |
At 31 December |
| 193,699,380 | 19,370 |
| 192,968,096 | 19,297 |
During the year ended 31 December 2023, 731,284 ordinary £0.10 shares were allotted for cash consideration of £538,913 on the exercise of employee share options (31 December 2023: 881,321 ordinary £0.10 shares were allotted for cash consideration of £799,684). |
Reserves The Consolidated Statement of Financial Position includes a merger reserve and a capital redemption reserve. The merger reserve represents a reserve arising on consolidation using book value accounting for the acquisition of Ceres Power Limited at 1 July 2004. The reserve represents the difference between the book value and the nominal value of the shares issued by the Company to acquire Ceres Power Limited. The capital redemption reserve was created in the year ended 30 June 2014 when 86,215,662 deferred ordinary shares of £0.04 each were cancelled.
20. Events after the balance sheet date In February 2025, Bosch took the strategic decision to cease its development on SOFC cell and stacks for manufacture. Bosch stated that this decision is part of broader revised strategic direction and does not reflect Bosch's confidence in Ceres or our technology. Clearly we are disappointed that Bosch will discontinue its SOFC operations, but the impact on revenues will only be in the low single digit millions of euros for 2025. 21. Capital commitments Capital expenditure that has been contracted for but has not been provided for in the consolidated financial statements amounts to £725,000 as at 31 December 2024 (31 December 2023: £5,671,000). The reduction reflects the progress made during the year with the Group's planned test expansion and the successful implementation of the second generation platform and associated assets. £2,600,000 worth of commitments have been removed as work is no longer expected to be completed. 22. Related party transactions As at 31 December 2024 the Group's related parties were its Directors and RFC Power Ltd. Major shareholders have been considered in the Director's Report and it was concluded that they do not meet the definition of a related party in line with IAS 24 'Related Party Disclosures'. During the year ended 31 December 2024 one Director exercised 380,424 share options under the Ceres Power Holdings plc 2004 Employees' Share Option Scheme. The Director sold 282,077 shares and retained 98,347 shares. During the year ended 31 December 2023 two Directors sold 141,313 2004 Employee Shareholder Status (ESS) shares in Ceres Power Intermediate Holdings Ltd and received 92,864 Ceres Power Holdings plc shares in consideration in addition to the linked ESS options. Transactions between the Group and RFC Power Ltd, being an associated entity of the Group, comprised engineering consultancy services provided by the Group to RFC Power for the value of £410,000 (31 December 2023: £574,000) in return for equity share capital. |
Reconciliation between operating loss and Adjusted EBITDA Management believes that presenting Adjusted EBITDA loss allows for a more direct comparison of the Group's performance against its peers and provides a better understanding of the underlying performance of the Group by excluding non-recurring, irregular and one-off costs. The Group currently defines Adjusted EBITDA loss as the operating loss for the period excluding depreciation and amortisation charges, share-based payment charges, unrealised losses on forward contracts and exchange gains/losses. |
| 31 December 2024 £'000 | 31 December 2023 £'000 |
Operating loss | (31,317) | (59,401) |
Depreciation and amortisation | 8,029 | 9,126 |
Share-based payment charges | 964 | 67 |
Unrealised losses on forward contracts | 136 | 143 |
Exchange gains | (99) | (232) |
Adjusted EBITDA | (22,287) | (50,297) |
| |
|
Statement of Director's Responsibility The responsibility statement below has been prepared in connection with the annual report and financial statements for the year ended 31 December 2024. Certain parts thereof are not included within this Preliminary Announcement. The Directors confirm that to the best of their knowledge: · The financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and · The strategic report, contained within the annual report and financial statements for the year ended 31 December 2024, includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Ceres website at https://www.ceres.tech. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdiction.
|
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