Annual Report

and Accounts 2024

Clean energy starts with…

Partners

Through its partners, Ceres can scale and

deploy its technology across sectors to

support global decarbonisation.

Read more on page 12

A leading developer of clean

energy technology helping

the world to decarbonise

at scale and pace

Cash, cash equivalents and

short‑term investments

£102.5m

01Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Strategic highlights

• Taiwan – Delta progressing towards manufacturing. Our first

licensee for both solid oxide fuel cell and solid oxide electrolyser

cell 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 following its licence agreement in July.

• India – SOEC commercialisation with Thermax underway.

Using Ceres’ intellectual property, Thermax has begun developing

assembly facility layouts under its systems licence, accelerating

market entry.

• South Korea – Doosan SOFC production on track. Doosan

factory commissioning of solid oxide fuel cell (“SOFC”) cell

and stack production is progressing towards commercial launch

and first royalties, which are expected in H2 2025.

• Pressurised electrolyser module design complete. We have

completed the design of our commercial-scale, pressurised solid oxide

electrolyser cell (“SOEC”) stack array module (“SAM”), which offers

a compelling scalable system to partners for industrial applications.

• Business restructuring and cost optimisation. Restructuring

completed in the second half of the year, which will reduce the

cost base from 2025.

Overview

Revenue

£51.9m

22 19.8

22 182.3

Strategic report

01 Overview

02 Strategic roadmap

03 Ceres’ investment case

04 At a glance

06 Chair’s statement

08 Chief Executive’s statement

12 Technology

14 Product

16 Partners

18 Sustainability

27 Stakeholder engagement

29 Section 172(1) statement

31 Business model

33 Strategy

34 Key performance indicators

35 Chief Financial Officer’s statement

39 Principal risks and uncertainties

43 Viability statement

Corporate governance

47 Chair’s introduction to governance

48 Board of Directors

51 Executive Committee

52 Corporate governance report

58 Audit and Risk Committee report

62 Remuneration and Nomination Committee report

67 Directors’ Remuneration Report

88 ESG Committee report

90 Directors’ report

Financial statements

95 Independent auditor’s report

102 Consolidated statement of profit and

loss and other comprehensive income

103 Consolidated statement of financial position

104 Consolidated cash flow statement

105 Consolidated statement of changes in equity

106 Notes to the consolidated financial statements

132 Company balance sheet

133 Company statement of changes in equity

134 Notes to the Company financial statements

138 Directors and advisers

139 Glossary

Financial highlights

23 22.3

23 140.0

24 51.9 24 102.5

In this report

Read more on page 27

03Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Ceres’ investment case

Compelling reasons to invest

Over the last two decades, Ceres has established best-

in-class lower temperature solid oxide technology for

both power generation and green hydrogen production

at leading rates of efficiency. Developed by one of the

strongest teams of scientists and engineers in solid

oxide globally, in power mode our solid oxide fuel cells

(“SOFC”) can produce electricity at efficiencies above

90% when heat is also captured for use. This makes it

a valuable alternative for the data centre, commercial

and distributed power sectors. In electrolysis mode, our

solid oxide electrolyser cell (“SOEC”) modules produce

hydrogen at 37kWh/kg, the most efficient rate currently

available, providing the market with one of the few viable

ways to decarbonise hard-to-abate industrial sectors.

Ceres has sharpened its commercial focus, achieving

a record number of partnership agreements in the last

financial year. Our IP, manufacturing knowledge and

trade secrets are fully protected, allowing us to pursue

an asset-light licensing model. We have become the

technology of choice for global manufacturing partners

because they gain rapid access to next-generation

decarbonisation technology and the expertise to establish

their manufacturing infrastructure. This in turn creates

new commercial opportunities for them in the evolving

power and hydrogen markets and allows them to move at

pace. With continued commercial success and technology

innovation, Ceres aims to expand its partnerships globally

to deploy its technology at scale and pace.

Our technology development and commercial activities

are underpinned by continued prudent financial

management of the business. We have passed peak

cash investment in the business and have optimised our

cost base. Executing an asset-light business model, we

end the year with a strong balance sheet, underpinned

by a healthy position of cash and cash equivalents. With

initial royalty revenues from our SOFC manufacturing

partner Doosan anticipated towards the end of 2025,

we remain well financed as we progress along the path

to profitability.

Leading solid oxide platform technology Strong commercial value proposition Robust financial discipline

Read more about our technology on page 12 Read more about our commercial value proposition on page 32 Read more about our financial position on page 35

Our investment case is built on three pillars, which combine to create long-term value for shareholders. Our best-in-class technology

enables us to execute a licensing model. Using our intellectual property (“IP”) and trade secrets, we accelerate our partners’ entry

into global decarbonisation opportunities. As we build a portfolio of manufacturing partnerships, our asset-light business model

underpins our strong financial position.

5 partners

(2023: 3)

£112.8m

record order intake in 2024

3 factories

being established globally

04 Ceres Annual Report 2024

Strategic report

At a glance

Ceres’ technology commercialised

through global partnerships

Our scalable technology

SOEC modules Hydrogen plant

Stack

10–50kW

DENSO

Cell

30–50W

100MW – GW

Ceres’ core cell is made with low-cost materials: a ceria ceramic electrolyte and a stainless steel substrate and interconnect. The cells are stacked

into our highly differentiated stack technology platform with distinct advantages in robustness, efficiency and cost. Our stacks are integrated into

modular systems for scaled deployment of our technology for power generation and hydrogen production.

05Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Ceres partners in key energy

transition markets

Global reach through our partners

South Korea

India

Japan

China

Estimated global electrolyser demand,

reference: BNEF. New Energy Outlook 2024.

Reference: BNEF. New Energy Outlook 2024.

Taiwan

3 new regions added in 2024

Ceres is present in regions where progressive government-backed incentives and funding mechanisms are addressing

the urgent need to decarbonise society. These incentives support the growing confidence of partners who wish to

adopt new zero and low-carbon technologies and accelerate towards mass manufacturing.

China .........................................44%

India ..........................................10%

South-east & East Asia ....... 5%

USA ...........................................12%

Europe .....................................6%

Rest of world ..........................23%

APAC .......................................57%

AMER .......................................17%

EMEA .......................................17%

Rest of world ..........................9%

Ceres positioned in key growth regions for SOEC

Ceres’ current partners align with key Asian markets

SOEC market opportunities

SOFC market opportunities

3,769GW

by 2050

10,158 TWh

by 2040

Ceres Annual Report 202406

Strategic report

Chair’s statement

Building

commercial

resilience

Highlights

• Record revenue and order intake in the year

• New manufacturing partnership agreements for

both fuel cells and electrolyser cells

• New market opportunities in AI-driven data centres

• Cost base restructured and optimised for

commercial delivery

• Appointment of new CFO and Executive Committee

positions to take the business forward

This year was pivotal for Ceres as

commercial success expanded the

global footprint of our partnerships.

By enabling partners to advance

towards production, Ceres

continues to play a critical role

in driving global decarbonisation

and supporting a sustainable

energy transition.”

Warren Finegold

Chair of the Board

07Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Dear Shareholders,

2024 was a transformative year for both Ceres and the world

at large. With 26 elections globally

, including the UK, there

has been a significant shift in global leadership. While in some

countries this has resulted in a slowing of the transition to clean

energy, the long-term trend is irreversible. Climate change and

the increasingly frequent extreme weather events it produces

are the major drivers, but the growing demand for power

and the need for energy security will also provide a powerful

impetus for the adoption of new clean energy technologies.

With our extensive intellectual property portfolio in power

generation and green hydrogen production technologies,

Ceres is well positioned to play an integral role in enabling

the energy transition.

Record performance and strategic milestones

I am proud to report that 2024 was a record-breaking year for

Ceres in spite of an extended period of industry uncertainty

in the wake of high fuel costs, rising inflation and elevated

interest rates. While market sentiment has yet to reflect fully

the opportunities arising from the energy transition, Ceres

continues to focus on our three-pronged strategy of technology

leadership, commercial acceleration and execution at pace.

On the technology front, we achieved key milestones during

the period to enhance our leadership in the lower temperature

solid oxide space. As well as the design of our first 100MW

electrolyser plant, we have begun the development of a

first pressurised module to facilitate integration into industrial

applications, which are expected to be approximately 50% of

hydrogen use cases by 2050

Our commercial acceleration secured three new partnerships,

two manufacturing licences and one systems licence, across

three geographies during the year, demonstrating the growing

global demand for our technology. These successes underscore

the strategic decision to invest in the development of our

solid oxide electrolysis cell technology, now validated through

commercial partnerships within just three years of conception,

indicative of our licensing technology leadership.

By building our partnerships across global geographies, we are

able to take advantage of each region’s key attractions, such as

Taiwan’s precision mass manufacturing, Japan’s policy support

and India’s hydrogen economy goals, to drive decarbonisation

at scale and pace.

This success was tempered by the announcement after

the year end by Bosch that its operations relating to the

industrialisation and preparation for production of decentralised

power supply systems based on solid oxide fuel cells will be

discontinued. Furthermore, Bosch will treat its minority interest

in Ceres as a non-core financial investment. This disappointing

news was prompted by a change in strategic focus at Bosch

and not a reflection of its confidence in our management team

or our technology.

We continue to concentrate on our core strategy in spite of

industry uncertainties. As energy demand gathers pace globally

and electricity grids face increasing strain, our SOFCs can

address these challenges. For example, the rising power needs of

data centres are driven by growth in processing power required

for artificial intelligence (“AI”) applications

. Meanwhile, many

countries are transitioning away from coal towards natural gas as

an intermediary fuel in the journey towards green hydrogen. The

fuel-flexible nature of Ceres’ fuel cells is a no-regrets solution for

low-carbon, secure power generation while remaining compatible

with future carbon-free fuels such as hydrogen and ammonia.

Positioning Ceres for the future

In the last few years we have made significant technological

progress through prudent investment in research and

development (“R&D”) here in the UK, particularly in our

electrolyser technology. This investment peaked last year

and we are now focused on our core product offering and

commercialisation with partners. This allowed us to restructure

the business to optimise our cost base for commercial delivery.

By being responsible with capital, Ceres can maintain its

competitive advantage and meet the needs of our partners,

whilst also maintaining a strong financial footing.

Strengthening our management team

During the year we also welcomed Stuart Paynter as Chief

Financial Officer and Filip Smeets as Chief Commercial Officer.

Stuart brings extensive financial and commercial experience

across a range of advanced technology sectors, as well as a

strong capital markets, UK governance and transformation

delivery track record. Filip is a seasoned commercial leader with

over 20 years of global experience in clean tech and chemical

industries, most recently as Senior Vice President at Nel

Hydrogen. In the period we also appointed Nick Lawrence to

the newly created role of Chief Product Officer to oversee the

integration of our technology into real-world applications.

Sustainability

Ceres’ technology is designed to capture the high

efficiency of solid oxide technology with an environmental

and economic design. We approach sustainability with a

keen awareness of both our own operations and those

of our partners as they scale production. To ensure

accountability of our operations, we have committed to

the Science Based Targets Initiative with near-term targets

to reduce our Scope 1 and 2 greenhouse gas (“GHG”)

emissions and Scope 3 emissions intensity by 2030.

Ceres aims to keep pace with the sustainability reporting

landscape as it continues to evolve and mature. We

recently integrated the recommendations of the Transition

Plan Taskforce (“TPT”) framework into our Sustainability

Report. Published in 2023 with strong support from the

Financial Conduct Authority, the TPT aims to enhance the

robustness of climate strategies. We strive to maintain clear

and transparent communication around our sustainability

strategy and to continually improve, commensurate with

the size of our business and our team.

My sincere thanks go to Eric Lakin, our former CFO, Tony

Cochrane, our former CCO, and Deborah Grimason, our

outgoing General Counsel, for their contributions towards our

record year. I would also like to thank Uwe Glock for his support

as our representative of Bosch on our Board. We wish them

each every success for the future.

Thank you

While we celebrate our achievements in 2024, we remain

focused on the future. As our partners progress towards mass

manufacturing from 2025 onwards, we enter an exciting new

phase of growth. I would like to thank Phil, his management

team and all our employees for their hard work in delivering a

very successful year against a challenging economic backdrop,

and to our shareholders for their continued support. With

a variety of milestones in sight, I look forward to another

successful year for Ceres in 2025.

Warren Finegold

Chair of the Board

20 March 2025

1. Reuters, Elections 2024. July 2024. 2. BNEF. New Energy Outlook 2024.

Ceres Annual Report 202408

Strategic report

Chief Executive’s statement

Accelerating our

technologies

into commercial

markets

Highlights

• Two new manufacturing licences signed during the year –

Delta Electronics of Taiwan and Denso Corporation of Japan

• One systems licence secured – Thermax of India

• Doosan factory commissioning is progressing towards

commercial launch, expected in H2 2025

• Weichai and Shell continue to progress with key product

milestones achieved in 2024, including new higher power

stack and system development

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, creating a solid foundation

for continued growth.”

Phil Caldwell

Chief Executive Officer

09Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

I am proud to report that Ceres has achieved a record-breaking

commercial year in 2024. We reached our highest annual

revenue and order intake ever, thanks to three significant

partner licence agreements. These successes highlight our

intensified focus on commercial activities as we expand

our partnership portfolio into new territories worldwide.

Consequently, Ceres is in a robust financial position as we

establish our technology as an industry standard. This will enable

us to secure a growing share of both the power generation and

green hydrogen production markets as we move towards first

production and royalties this year.

We have seen growing demand over the past 12 months for

power solutions, which can utilise existing fuels such as natural

gas and future fuels such as hydrogen to be deployed rapidly to

meet the growing need of AI data centres and industrial power

needs. In addition to our SOFC business, Ceres has accelerated

the development of its electrolysis technologies to enter the

rapidly expanding green hydrogen industry. Over the past three

years, our ongoing innovation in core solid oxide technology has

led to a highly efficient and cost-effective mode of hydrogen

electrolysis for hard-to-abate industrial sectors, such as green

steel, ammonia and synthetic fuels production. It is incredibly

satisfying to see global manufacturing companies recognising

this technology as a solution for both meeting rapidly growing

power demand and also to address industrial decarbonisation.

A year of significant commercial progress

Our first new manufacturing partnership and licence agreement

of 2024 was announced in January with Taiwan’s Delta

Electronics. With 80,000 people across approximately 200

facilities, Delta is a manufacturing giant active in the chemicals,

energy, transportation and steel sectors. This was Ceres’ first

dual licence for the production of both SOFC and SOEC stacks.

Our expertise in high-efficiency power generation and green

hydrogen production complements Delta’s mass manufacturing

capabilities, financial and physical resources and end-market

presence. The partnership enables Delta to move quickly into

decarbonisation solutions and complement its current portfolio

of product servicing markets such as data centres, smart

buildings, energy infrastructure, grid balancing and energy

storage solutions. Delta is expected to start manufacturing by

the end of 2026, with keen ambitions for rapid future scale-up.

In July, we signed a SOEC manufacturing licence with Japan’s

Denso Corporation, a global Fortune 500 company employing

over 160,000 people in 35 countries and regions worldwide.

The partnership will enable Denso to produce Ceres’ stack

technology under licence, leveraging Denso’s expertise in

system control and thermal management to develop technology

in green hydrogen production. In common with other

manufacturing licence partnerships, this agreement provides

revenues for licence fees, engineering services and hardware

over multiple years, as well as future royalty payments.

In addition to securing two new manufacturing licences, Ceres

signed its first SOEC system licence partnership with Thermax

in September. Strategically, this is an important relationship

for us, taking the business into a significant new region for

decarbonisation technologies. Thermax is one of India’s largest

process equipment manufacturers with an extensive industrial

portfolio that includes clean air, clean energy, clean water and

chemical solutions. With industry expertise, it is ideally placed

to accelerate deployment of our technology by engaging end

users to pull the technology into hard-to-abate green ammonia,

petrochemical and steel industries.

Our collaboration with Shell to deploy a megawatt-scale SOEC

demonstrator was installed in 2024 and is now ready to produce

hydrogen and to deliver important test and performance data.

This partnership has been extended to develop of a 10MW

pressurised module, targeting hydrogen production at 37kWh/kg.

The design would be modular, with the potential to be scaled

to hundreds of megawatts and integrated into industrial plants to

produce sustainable future fuels.

10 Ceres Annual Report 2024

Strategic report

The scale-up design builds upon the work undertaken with

AtkinsRéalis, a world-leading engineering, procurement and

construction (“EPC”) services group, to deliver the front-

end engineering design (“FEED”) for a commercial hydrogen

production system based on Ceres’ SOEC technology. This

design provided a blueprint of the optimum system architecture

for a 100MW+ electrolyser system to produce green

hydrogen. We will be validating this pressurised modular with a

demonstration project to highlight a highly efficient pathway to

low-cost green hydrogen production for industrial applications.

In parallel to our initiatives in SOEC, Ceres now has three

licensees for our SOFC technology and our focus remains on

supporting the execution of their respective solid oxide cell and

stack manufacturing facilities through to start of production and

first product sales using the Ceres technology.

Chief Executive’s statement continued

We expect Doosan to progress to start of production this year

for its SOFC power modules for applications such as data

centre and maritime power systems. Initial royalty payments to

Ceres are expected by the end of 2025. This will be a pivotal

moment in our history as these revenues will demonstrate the

full scope of business model as our partners sell products into

their end markets.

We continue to support the system development of SOFC

power modules by Weichai, which has a leading position in

China’s gas engine market, as well as strong presence in the

stationary diesel power generation industry. Weichai deployed

first demonstration SOFC systems of up to 100kW to first

customers in China in December 2024.

In February 2025, Bosch took the strategic decision to cease

its development of SOFC cells 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 be in the low single digit millions of euros for 2025.

Market backdrop and opportunities

Governments around the world have recognised the need

to provide power solutions for continued economic growth.

We continue to believe that our technologies have important

roles to play. In power mode Ceres SOFC technology offer

fuel flexibility and the highest levels of conversion from fuel

to energy at 65% electrical efficiency in power-only mode, or

greater than 90% when excess heat is also utilised.

This enables key regions to support the decarbonisation of

energy systems as natural gas is set to remain the transition

fuel of choice over the medium term. Nations such as South

Korea, China, India and Taiwan will start to reduce their reliance

on coal in the next few years and increase adoption of nuclear,

natural gas and renewable energy power, supported by various

government initiatives.

There is also high demand for energy in specific application

areas, such as AI-driven data centres. The rise of cloud solutions,

cryptocurrency and AI could see data centres accounting for

2,500 to 4,500 terawatt hours (“TWh”) of global electricity

demand by 2050, equivalent to 5-9% of the total

. This demand

creates greater need for gas or other sources of energy to

balance out the intermittency of renewable energy sources.

While progressing towards global decarbonisation, government

incentives reflect the essential role of hydrogen in meeting this

goal – either as a fuel of the future, as a key feedstock in a

number of industrial processes or as a carrier of energy. Many

have put in place specific hydrogen strategies to incentivise

the production, infrastructure development and adoption of

green hydrogen.

For example, Japan aims to generate public and private

investment in hydrogen worth 15 trillion yen, equivalent to

around US$98 billion, over the next 15 years, with specific

reference to the hard-to-abate sectors. South Korea’s

Hydrogen Economy Roadmap for hydrogen infrastructure

and commercialisation strategies is being backed by around

US$33 billion of government funding. The EU is targeting the

deployment of 40GW of green hydrogen electrolysis by 2030,

committing up to €470 billion in investments up to 2050 for the

hydrogen economy. Furthermore, its Clean Industrial Deal sets

out plans to promote green industry as well as decarbonising

heavy sectors such as steel, cement and chemical manufacture.

In electrolysis mode our solid oxide technology can be operated

in reverse to produce pure hydrogen from electricity and water.

Our SOEC technology operates at high levels of efficiency

as they can integrate waste heat from industrial processes to

convert water to steam. This makes our technology a natural

choice for hydrogen production for hard-to-abate industrial

sectors globally.

With our partners we are targeting industries such as steel

production, chemical manufacturing and sustainable future

fuels. These industries are characterised by their reliance on

high-temperature processes, the need for energy-dense fuels,

or the use of fossil fuels as feedstock. As a result, they are

difficult to decarbonise using current renewable energy sources

or electric alternatives alone. By 2050, around 49% of total

green hydrogen consumption will be accounted for by these

hard-to-abate industries, equating to approximately 191Mt

per annum

Ceres’ high-efficiency SOEC

technology provides compelling

advantage to 50% of electrolysis

market use cases: hard-to-abate

industries

Significant opportunities in Ceres

target industrial markets

Steel 23%

Ammonia 14%

Sustainable aviation fuel 12%

Other industries 51%

Estimated global electrolyser demand:

BNEF New Energy Outlook 2024.

Ammonia production includes shipping,

which is ammonia and methanol. SAF

procurement based upon agreements

for international airlines.

3,769GW

by 2050

11Ceres Annual Report 2024

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Future demand for both low and

zero-carbon power and decarbonised

hydrogen electrolysis far exceeds supply,

stimulating new entrants into the market

that need access to the best technology

and can scale manufacturing through

global supply chains. This ideally positions

Ceres for growth as the only company

offering access to world-leading solid

oxide technology under licence.”

We will also remain focused on building our portfolio of SOEC

manufacturing partners, targeting hard-to-abate industries that

are carbon intensive and cannot be directly electrified. Our

SOEC technology offers a highly efficient solution for industrial

decarbonisation. While this process often involves lengthy and

complex value chains, if nations wish to reach their net zero

targets these industries must be decarbonised, and we have

seen early momentum gathering behind our technology.

As ever, none of the achievements of the past year would have

been possible without the dedication and hard work of all the

people at Ceres. I’d like to thank them for their contributions in

delivering our technological and commercial successes during

the year, enabling us to look ahead from a position of strength.

Our clear purpose to deliver clean energy for a clean world

remains our undiminished guiding principle, helping us to stay

true to our values and to focus on building lasting partnerships

with those who share our vision.

I see a wealth of opportunities as the high efficiency power

generation and hydrogen markets around the world continue to

evolve. As we build on our commercial success and technology

innovation, Ceres aims to expand its partnerships globally to

deploy its technology at scale and pace. I remain confident that

Ceres can establish its technology as the solid oxide industry

standard. This will position the Company as a key technology

player in these markets for years to come.

Phil Caldwell

Chief Executive Officer

20 March 2025

1. McKinsey. Global energy perspective 2024.

2. BNEF. New Energy Outlook 2024.

In tandem with our technology and engineering expertise, the

Ceres licensing model has been established to help accelerate

the adoption of our decarbonisation technologies across these

industrial sectors.

As the technology of choice for leading global original

equipment manufacturers (“OEM”) and systems developers,

Ceres offers a faster route to market and efficient zero-carbon

hydrogen production. This saves our partners the time,

effort and resource needed to develop their own solutions

and allows them to focus on their strengths in industrial

manufacturing and distribution. In return, Ceres is able to

leverage the manufacturing expertise, market presence and

balance sheets of these partners to accelerate market entry

for our technology.

As the geopolitical landscape shifts towards more trade barriers

and tariffs, there will be an increased drive for localisation of

production and supply chains. The licensing model enables

Ceres to export IP across borders and to accelerate our

technology towards becoming the industry standard.

Outlook: building commercial traction

Ceres continues to focus on the path to commercialisation with

our partners. Our best-in-class solid oxide platform technology

and a highly flexible licensing business model have attracted the

biggest global manufacturers and systems developers looking to

enter the power system and industrial decarbonisation markets.

The ability to generate power from a range of different fuels

at high rates of efficiency is one of the key differentiators of

solid oxide fuel cells. We anticipate that the first Ceres-based

products containing our technology will be commercially

available by the end of this year from Doosan. Doosan has

identified stationary power systems for commercial and data

centre applications as attractive end markets. As these and

other markets expand for our SOFC products, we expect to

receive high-margin royalties.

Ceres Annual Report 202412

Strategic report

There’s a reason that major global industrial

manufacturers come to Ceres. Our technology allows

them to rapidly enter dynamic and growing new

markets with highly differentiated products enabling

them to carve out new commercial opportunities.”

Caroline Hargrove CBE

Chief Technology Officer

Technology development and the intellectual

property that flows from it are at the heart of Ceres.

Developed over the last 23 years, our best-in-class

solid oxide technology is what sets us apart from

our peers. It is our lifeblood, creating defensible

competitive advantage and enabling us to partner

with the world’s best manufacturing companies.

Technology

13Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

What have been the key technology milestones

in 2024?

The focus for 2024 was to accelerate SOEC technology

development – and we’ve made huge strides. At cell level,

we’ve improved the robustness of our cell chemistry, optimised

operating strategies and deepened our understanding of

degradation mechanisms. Our stack innovation centred on

optimising electrolysis stacks and developing a commercial-

scale system module, enhancing durability and balance of plant

components. These learnings will help our partners reduce

production costs and build commercial pricing strategies as

they continue to develop their product launch plans.

For the first time, we ran our stacks under pressure, an

important factor for large-scale applications. This enabled us

to complete the design of our first pressurised 24-stack array

module (“SAM”), which will be built in H1 2025. Since green

hydrogen depends on renewable energy, we successfully tested

simulations of variable renewable electricity supply at module

level and found our stacks cope well with supply intermittency.

The development of the SAM was based upon a preliminary

design and cost estimate of a 100MW+ electrolyser system,

developed in collaboration with AtkinsRéalis, to optimise

the design of our SAM and to minimise cost for large-scale

deployments. The enhanced efficiency of our SOEC-based

electrolysers delivers two benefits in hydrogen production

at scale. Firstly, the lower electrolyser capacity required to

produce a tonne of hydrogen compared to PEM or alkaline

electrolysers creates a tangible reduction in capital expenditure

of around 30%. Secondly, less electrical energy is required to

produce the same amount of hydrogen in SOEC devices, a

similar reduction in energy cost of around 30%. This provides

compelling economics for electrolyser hydrogen production.

How is digitalisation playing a role in accelerating

technology innovation?

In an area as complex as electrochemistry innovation, modelling

and digitalisation are crucial for accelerating development. By

creating virtual models of cells, stacks and systems, we generate

digital assets that simulate realistic operating conditions at every

level of development. This speeds up innovation development

and allows us to explore mechanisms to reduce manufacturing

costs for our prototypes.

Our digitalisation platform hosts all up-to-date test data

and manufacturing information. This has improved our data

analysis and modelling capability, in turn enabling us to build

virtual systems and to understand the limits of performance.

By passing these learnings on to our partners, we can help

them build their understanding of our technology more rapidly,

expediting their route to commercialisation.

What can we look forward to over the next year

from a technology perspective?

The year ahead promises continued innovation at Ceres.

We aim to improve cell chemistries and coatings to enhance

the durability of the cells and to reduce manufacturing cost.

At stack level we are looking to complete the design, validation

and release of next-generation stack products. At the same

time we are focusing on a number of initiatives to optimise

the balance of plant around the stacks to help accelerate the

commercial viability of our technologies for our partners.

Our 1MW-scale SOEC demonstrator at Shell’s India R&D facility

passed its safety certification in Q4 2024, and is ready to

begin producing hydrogen onsite. This will provide key insights

into multiple modules running in parallel, as well as different

operating strategies. Shell has extended our partnership to

build upon our learnings from the 1MW demonstrator to design

a 10MW pressurised SOEC module, targeting 37kWh/kg.

These modules would become the building blocks of gigawatt

scale hydrogen factories designed to be integrated with

industrial plants to produce sustainable future fuels.

Once our first commercial-scale pressurised SAM is built, it will

go to a partner test site for commissioning. This will be the

first test of our pressurised demonstrator, the building block

for large-scale green hydrogen SOEC projects.

Will you continue to focus on IP generation?

Technology remains the bedrock of Ceres, driving progress

through innovation. We continue to expand our IP portfolio

and have joined the LOT Network, the world’s largest patent

licensing platform of global companies, to reduce patent

litigation risk. Our technology is built on a foundation of 150

patent families as well as extensive trade secrets. As we add

to our technical expertise, we continue to support our partners

in executing their manufacturing and commercialisation plans

– after all, their success is our success.

150 IP patent families built on

23 years of R&D expertise

Assumptions used in calculations: electrolyser system operating at 30 barg; electrolyser system installed CapEx: $1500/kW; wind:solar ratio: 67:33; renewable

capacity factor: 53%; electrolyser capacity factor: 90%.

* References for renewable energy cost and efficiencies: renewable power generation costs in 2023 (irena.org); green hydrogen cost reduction: scaling up

electrolysers to meet the 1.5°C climate goal (irena.org).

Alkaline & PEM SOEC target Cost saving

System efficiency

kWh/kg*

System efficiency

kWh/kg*

Green hydrogen production per year

1MT 1MT

Electrolyser capacity 6.6GW 4.5GW

—

Renewables capacity 10.9GW 7.4GW

$6.8bn

Electricity costs ($55/MWh) per year $3.39bn $2.3bn

$1.09bn

30%

CapEx reduction

30%

OpEx reduction

$14bn over

20-year project

lifetime

Ceres Annual Report 202414

Strategic report

Product

Designing our technology for end users

In 2024, we grew our management team with the appointment

of Nick Lawrence as Chief Product Officer. By ensuring our

technology delivers tangible economic and environmental

benefits, we aim to drive adoption and empower industries

to meet their decarbonisation goals.

Our operating model has matured, making us more product

focused and market driven. Strategy and targets are set from

real-world application insights and modelling, with roadmaps in

place for alignment and strategy consolidation. Internal product

development investments are laser focused on realising true

value to our licence partners, their customers and the broader

value chains.

As the world pushes towards a decarbonised future, there is

growing recognition of the complexity involved and the diverse

range of technologies required to transform the global energy

ecosystem. While the urgency is clear, progress depends on

the rapid deployment of low-emissions technologies that can

integrate seamlessly into existing infrastructure and adapt to

the energy systems of tomorrow. Our product development

efforts are focused on designing advanced solid oxide

electrolyser systems that are not only compatible with today’s

infrastructure, but also adaptable for a decarbonised future.

When powered by natural gas, our SOFC technology achieves

electrical efficiencies of 65% and combined efficiencies greater

than 90% by utilising waste heat for heating and hot water. It

can deliver a 30% reduction in carbon emissions compared to

traditional combustion engines. As the energy landscape shifts

to cleaner fuels like hydrogen or ammonia, our technology can

generate electricity with zero emissions, paving the way for a

sustainable energy future.

In electrolyser mode, our products provide a highly efficient,

cost-effective and sustainable pathway to producing green

hydrogen when powered by renewable electricity. This green

hydrogen is a critical enabler for decarbonising industrial

processes, including steel and ammonia production, and

sustainable aviation fuel synthesis. To accelerate these

transitions, Ceres is actively evaluating industrial systems

to identify opportunities to enhance both efficiency and

economic viability, such as projects with AtkinsRéalis on

100MW+ plant designs.

Ceres is dedicated to developing products

that will serve as cornerstones of

tomorrow’s energy systems. By focusing

on refining our solutions for seamless

integration into real-world infrastructure,

we aim to accelerate technology adoption

and enhance the economic viability of

industrial decarbonisation.”

Nick Lawrence

Chief Product Officer

Introducing our

new product focus

15Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Ammonia is a leading market application for SOEC technology. Ammonia is the

base chemical for fertilisers, a globally traded commodity essential for boosting crop

yields. The conventional method of ammonia production uses steam to break natural

gas into hydrogen and carbon molecules. The hydrogen is then reacted with nitrogen

to create ammonia, but the carbon is released into the atmosphere meaning the

process is highly carbon intensive, representing 1.8% of global CO

emissions

Net zero-aligned countries have been developing regulations to decarbonise

this industry, including mandates to adopt electrolysis technology. Alkaline is the

most common electrolyser technology, but its poor electrical efficiency threatens

the economic viability of ammonia production for many companies. The cost of

electricity typically represents 70-80% of the cost of a unit of hydrogen, therefore

increased electrical feed would greatly increase the cost of hydrogen production.

AtkinsRéalis delivered a study to one of the world’s largest ammonia producers

outlining the potential of an electrolyser system design using Ceres stacks.

Developed in collaboration with the plant owner, the study evaluated the opportunity

for SOEC-produced hydrogen to integrate into their ammonia plant. It provided a

cost estimate for equipment required for their operations, including the development

of a 400MW electrolysis configuration.

The study showed that steam generated as a byproduct of ammonia and fertiliser

production was sufficient to fulfil all of the electrolysers needs and enable maximum

efficiency gains that reduce electrical consumption by 30% compared to alkaline

technology. These results presented the transformative impact that Ceres SOEC

technology could have to project economics and therefore the decarbonisation

of the ammonia production industry.

Ceres is actively speaking to the biggest names in the chemicals industry to

accelerate the adoption of SOEC technology. Our licence partners are developing

the system technologies to commercialise our product and service this large market.

1. 2020, Royal Society, Ammonia: zero-carbon fertiliser policy briefing.

37kWh/kg

SOEC electrolyser module efficiency

30% more efficient

hydrogen production compared to alkaline and PEM technology

Data centres and the potential of artificial intelligence (“AI”) have become

hot topics, as consumers explore AI platforms and companies seek to enhance

productivity and develop innovative, intelligent products. This presents a key

opportunity for Ceres’ SOFC technology as the sector is anticipated to experience

explosive growth, driving a surge in power requirement due to the significant

data processing needed for training and running AI models. Data centre power

consumption is forecast to rise by 258% between 2023 and 2030, with the largest

hyperscale data centres each demanding over 100MW of power per annum,

equivalent to 350,000-400,000 electric cars

However, the sector is hitting roadblocks in modern economies. Grid capacity is

often insufficient in key locations and grid upgrades take too long to implement.

As a result, data centre developers are seeking alternative solutions for reliable

power. SOFC presents an appealing option due to its ability to run on natural gas

with 65% efficiency and above 90% through the recovery of waste heat. Their

modular design allows for phased development of data centres or the addition

of extra capacity as needed. This flexibility accommodates advances in microchip

processing density and enables more data to be processed in the same space.

SOFC offers up to a 30% reduction in carbon emissions compared to conventional

combustion engines and can achieve carbon neutrality when integrated with

carbon capture solutions or powered by biogas. As the energy sector transitions

towards cleaner fuels such as hydrogen and ammonia, our technology offers a

future proofed solution to meet the energy demands of today and transition to

zero-emissions electricity generation for a sustainable and low-carbon future.

Ceres has two fuel cell manufacturing licensees, Doosan and Delta, and both

are developing manufacturing facilities. With data centre power demand growing

globally, each of our partners is well placed to leverage its unique networks to

be able to develop systems around Ceres world-class stack technology.

1. IEA. What the data centre and AI boom could mean for the energy sector. October 2024.

Above 90% efficiency

power conversion with heat integration using SOFC technology

450–630°C

Operating temperature compared to 800°C – 1,000°C for other SOEC technologies

Ammonia – case study AI and data centres – case study

Ceres Annual Report 202416

Strategic report

Commercial

partners

The energy transition market is finding its rhythm after a

period of highs and lows. The progress we’re seeing – record

investments, advancing infrastructure and growing government

support – signals a bright future. Our biggest opportunities lie

in industrial decarbonisation and powering the booming data

centre sector, where our technologies can deliver real impact.”

Filip Smeets

Chief Commercial Officer

Ceres continues to bring greater focus and delivery of

its commercial activities. Built on the deep foundations

of our solid oxide expertise, Ceres’ technology is

becoming the technology of choice for our partners.

17Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

What’s happening on the power side of the

Ceres business?

A promising area for growing power demand lies in the rapidly

expanding data centre power industry. Over the past year this

sector has experienced significant growth, driven by surging

digital services, cloud computing and AI applications. In North

America alone, data centre inventory grew by 24.4% year-on-

year in Q1 2024

. With data creation projected to grow at a

compound annual growth rate of 23% through 2030, substantial

investments in energy infrastructure are essential to meet the

rising demand. In November 2024, Bloom Energy received a

1GW order from American Electric Power, reflecting the size of

opportunity of this market.

Along with the data centre market, Ceres and its SOFC partners

are well positioned to address a variety of commercial power

markets. Our technology offers cleaner and more efficient

power solutions for commercial buildings, distributed power and

micro-grids, providing a reliable alternative aligned with sustainability

goals while addressing accelerating energy requirements.

For more information on why solid oxide technologies are

particularly well-suited to the provision of data centre power,

see the data centre case study on page 15.

Can you provide an update on the green

hydrogen markets?

Over the last few years, sentiment in the nascent green hydrogen

markets has ebbed and flowed, keeping the hydrogen community

on its toes.

But the sector has shown notable resilience this year, rising to

the challenge of macroeconomic uncertainty. More projects

are successfully reaching final investment decisions, underlining

investor belief in hydrogen’s long-term potential. Global investments

in green hydrogen, both public and private, are hitting record highs

while governments are rolling out new strategies and fine-tuning

regulations to make the sector more cohesive. Infrastructure

projects, like hydrogen pipelines and backbones, are moving

forward, building a solid foundation for future growth.

Europe and Asia-Pacific are still leading the way, providing the

strongest government backing for hydrogen with funding for

research, manufacturing and infrastructure. Their commitment

reinforces hydrogen’s critical role in cutting emissions and supporting

the energy transition. US regulatory support for green hydrogen

remains uncertain under the new Trump administration, but

Ceres continues to look for opportunities to enter this market.

Doosan factory construction

As renewable energy capacity grows and prices come down,

green hydrogen becomes increasingly viable. During periods of

low demand, free or ultra-cheap electricity will make hydrogen

production even more attractive. This reconfirms the early

predictions that positioned hydrogen as a cornerstone

of decarbonisation.

We believe that the market is finding its rhythm, but the future

is still bright. With technological breakthroughs, increasing

investments and a strong global push for net zero, hydrogen’s

transformative role in the energy ecosystem is just beginning.

Where do you see the most promise for green

hydrogen technologies?

Over the past decade, the focus on green hydrogen has shifted

away from mobility and toward large-scale industrial uses in

sectors that are hard to decarbonise. This evolution has been

driven by the rapid advancements in battery and charging

technologies for mobility, which outpaced initial expectations.

Industrial applications, on the other hand, offer far greater

climate impact per dollar invested, making them an attractive

target for decarbonisation efforts.

Our SOEC technology is squarely aimed at key industries such

as ammonia production, steel manufacturing and oil refining,

where electrolysers can replace grey hydrogen with green

alternatives. Governments are accelerating this transition

through regulatory measures like mandatory quotas and

carbon credit systems, striking a balance between long-term

climate goals and short-term industrial competitiveness. Among

hydrogen technologies, SOEC stands out with distinctive cost

advantages for these applications.

Looking ahead, we expect industries to align new investments

with regions offering competitive renewable power, such as

the Middle East, Australia, the southern US and north-western

China. These renewables-rich regions will play a crucial role

in scaling up hydrogen production. Strategically, Ceres maintains

its focus on building partnerships, leveraging the advantages of

these geographies with the impact of these key industries.

Can you summarise the commercial outlook

for 2025?

Industrial decarbonisation and AI-driven commercial power

present two of the most compelling opportunity sets for our

differentiated technology, positioning it as a critical enabler of

the energy transition. We aim to become an industry standard

in these markets, and our primary focus continues to be on

broadening the portfolio of licence partners through sharper

commercial engagement.

On the power side of the business, we keenly anticipate

Doosan’s SOFC manufacturing facility coming on-stream this

year, delivering us our first royalty revenues: a significant

milestone for the Company. Other partners are poised to

follow suit, as it becomes increasingly evident that natural

gas-powered fuel cells will continue to be a vital energy source

in certain regions for years to come.

In electrolysis, by working closely with the major systems

integration and engineering companies, we are reinforcing our

value in key hydrogen markets. With the need for industrial

decarbonisation intensifying globally, we are excited by the

commercial opportunities and are working hard to harness

them to propel our future growth.

1. CBRE. Global Data Center Trends 2024.

1 2 3 4

Ceres Annual Report 202418

Strategic report

Sustainability

As a technology company at the forefront of the energy

transition, our business and sustainability strategies align

towards a unified goal: clean energy for a clean world.

As Ceres continues to grow, we prioritise sustainability

across our operations and technology to maximise

our positive impact on enabling global decarbonisation.”

Julia King

Chair of the ESG Committee

Ceres sees the value of sustainability and endeavours

to integrate it across business activities from the top

down, collaborating across our teams for effective

assessment and implementation.

19Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Diversity and inclusion

At Ceres we aim for our workforce to be representative of all

sectors of society and for each employee to feel respected

and able to give their best. We call it DEBI (short for diversity,

equity, belonging and inclusion), and it encompasses our belief

that talent and ingenuity stem from a variety of perspectives

and experiences. Our diverse workforce with almost 480

employees includes a wide range of people from students to

brilliant scientists and engineers from over 40 countries. During

2024 we invested the equivalent of £547 per employee in

technical training, leadership training and wellbeing programmes.

We recognise that nurturing and developing our talent is critical

to supporting retention and success. We continually seek to

improve the gender balance within Ceres. At 31 December

2024, 93 employees were female and 382 were male and three

undisclosed. For more information, see our Gender Pay Report

on our website.

Health and safety

In 2024, Ceres reported a Total Recordable Incident Rate

(“TRIR”) of 0.33 per 100 employees, down from 0.54 the

previous year. Ceres reported zero injuries under the Reporting

of Injuries, Diseases, and Dangerous Occurrences (“RIDDORs”)

criteria, a decrease from one last year.

Targeting net zero

Ceres enables the decarbonisation of multiple markets by

developing highly differentiated technology that scales through

global partnerships. Global impact does not absolve us of

responsibility for our own emissions and impact; therefore,

Ceres is working towards building and executing a transition

plan to become a net zero company.

This includes initiatives to improve our technology’s design

to reduce its emissions impact, which will significantly reduce

the carbon emissions of our technology as our partners scale

production. Ceres has committed to near-term emissions

reduction targets validated by the Science Based Target

initiative (“SBTi”). We have committed to reducing absolute

Scope 1 and 2 GHG emissions by 42% by 2030 from a 2022

base year, and have also committed to reduce Scope 3 GHG

emissions by 53% per million GBP gross profit by 2030 from

a 2022 base year.

In addition to the mandatory reporting on sustainability, Ceres

produces an extensive Sustainability Report, providing insights

into our sustainability strategy, environmental and governance

responsibilities and commitment to social matters. The 2024

Sustainability Report is available on our website.

50% reduction

in emission impact of 10kW stack design compared

to previous generation

Sustainability overview

Carbon emissions breakdown

This chart provides a visual

breakdown of our Scope 1, 2 and 3

emissions sources.

The percentages of each type of

emissions are based on our market-

based 2023 data. Our in-depth

Scope 3 emissions analysis for 2024

will be published in our Sustainability

Report later in the year.

* Using market-based emissions accounting,

our Scope 2 emissions are nil, as our electricity

is secured from 100% renewable sources

with Renewable Energy Guarantee of

Origin (“REGO”) certificates.

3% 0% 97%

Scope 1 Scope 2* Scope 3

Direct

emissions

Indirect

emissions

Indirect upstream and

downstream value

chain emissions

40+ nationalities

represented among employees at Ceres

Sustainability roadmap

Ceres’ ESG pillars

Science-based

climate action

A green transition

that works for people

Processes that

support nature

Governance enabling

the right decision

20 Ceres Annual Report 2024

Strategic report

Sustainability continued

Goal

Multi-gigawatts

of manufacturing

capacity under licence

with global partners.

Enabling significant carbon

reduction versus alternative

power and hydrogen

production

methods.

Tackling

climate change is

what drives us; we are

committed to enabling

a decarbonised world

through our technology, and

our aim is to ensure our

sustainability strategy

keeps pace with this

ambition.

• First iteration of TCFD analysis

and disclosure.

• Created SBTi guided net zero

strategy, setting near-term

absolute emission targets and

Scope 3 intensity targets.

• Embed circular economy

principles in product design,

recycling and reuse targets.

• Understand product impact in

service with cradle-to-grave

and Scope 4 emissions analysis.

• Mature reporting against TCFD

towards full compliance.

• Implement initial emissions

reduction initiatives in line

with SBTi commitment.

• Reduce electrical consumption

by 15,000kWh.

• Maintain zero waste to landfill.

• Maintain ISO 14001

accreditation for Environmental

Management Systems.

• Annual Gallup 12 employee

survey completed in July 2024.

• Improved retention of

employees to 88% from 84%.

• Reduced the gender pay gap

amongst Ceres employees.

• Integration of Transition

Plan Taskforce framework

into reporting.

• Identification of relevant clauses

from The Chancery Lane

Project for integration into

our business contracts.

• Achieved Energy Savings

Opportunity Scheme

(“ESOS”) compliance for

energy management.

• Achieved zero waste

to landfill.

• Seek ISO 50001

accreditation for Energy

Management Systems.

• Evaluate water impacts from

our electrolyser technologies

at scale.

• Exceeded 30% target

for female recruitment.

• ESG KPIs integrated

into Executive

remuneration package.

• Develop a diverse and

motivated workforce with

a culture of collaboration,

focused on our mission to

deliver “clean energy for a

clean world”.

• Enhance our teams’ skills for

a green transition through

growth and training.

• Refreshed our

materiality matrix.

• Second publication against

the Sustainability Accounting

Standards Board (“SASB”).

• Embed sustainability

consideration across

our operations, in alignment

with our net zero strategy.

Progress achieved

Current actions

<1 year

Future actions

1–3 years

21Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Emissions and energy reporting

While our technology will lead to huge carbon abatement

and carbon savings, we seek to understand our own direct

and indirect emissions relative to our global positive impact.

Below is our SECR emissions reporting for Scope 1, 2 and

limited Scope 3 emissions, calculated using the Greenhouse

Gas Protocol Accounting. In 2024 we onboarded the emissions

management system Sweep. Sweep provides centralised

carbon data storage that can track our emissions in near real

time while supporting our progress towards net zero. Designed

to comply with the TCFD and SBTi frameworks, Sweep helps

to identify hotspots and monitor progress against our goals.

This is a significant improvement in Ceres’ data management,

providing a baseline for consistency in future emissions analysis.

Ceres’ Scope 1 and 2 emissions slightly increased in 2024.

Ceres sources 100% verifiable renewable energy, so despite

the increases in electricity usage and corresponding Scope 2

emissions, there is no net emissions impact from the energy

increase. Our limited Scope 3 emissions decreased, but

fuel used for personal vehicles represented less than 1% of

total Scope 3 emissions in 2023, so this does not necessary

reflect a broader trend. The calculation of the remaining

Scope 3 emissions will be published later this year in our

Sustainability Report.

As a growth company, Ceres continues to invest in our

manufacturing and testing capacity, which will lead to higher

emissions in the short term. However, our technology can

address climate change and air quality challenges for industry,

data centres, transportation and everyday living. Scaling

technology has an environmental cost, but any increase in our

footprint will be significantly outweighed by the positive impact

our technology will have on global decarbonisation efforts.

We aim to reduce our other emissions through continued

innovation of our technology designs and have committed to

SBTi near-term targets.

Streamlined Energy and Carbon Reporting (“SECR”) for the 12 months to December 2024

2022 2023 2024

Disclosure Description

Energy

(kWh)

Emissions

(tCO

Energy

(kWh)

Emissions

(tCO

Energy

(kWh)

Emissions

(tCO

SECR disclosures

Scope 1

Direct emissions

Fuel used in transport and consumption of natural gas

2,243,492 411 2,779,434 510

2,860,495 541

Scope 2

Indirect emissions

Electricity used for operations (location-based method for emissions) 6,340,242 1,226 6,526,984 1,352

6,463,620 1,338

Electricity purchased and used for operations (market-based method for emissions) 6,340,242 Nil

6,526,984 Nil

6,463,620 Nil

Scope 3

Other indirect

emissions

Fuel used in personal vehicles for business travel 69,931 17

104,616 25

80,506 20

Total Total SECR carbon emissions (market-based) 8,653,665 428 9,411,034 535 9,404,621 561

Carbon intensity Total carbon emissions for Scope 1, 2 and limited Scope 3 per £100k revenue 2.16 2.40 1.08

1. CO

e calculated from fuel used in Company vehicles, electricity purchased and natural gas consumed for ongoing operations, converted to tCO

e using government-approved conversion factors.

2. Other gas use and emissions from test stands and international travel excluded.

3. Scope 1 and 2 emissions from UK operations represent 100% (2023: 100%) and 100% (2023: 100%) of Scope 1 and 2 respectively, with no emissions from overseas operations. Emissions from our CleanTech Test centre in Nuneaton, UK,

and office in Brighton, UK, are not included as both are shared facilities, which limits our ability to quantify our specific footprint, and their estimated contribution to our overall footprint is too small to be material.

4. Starting from October 2020, we secured 100% renewable energy supply until September 2027, certified by TotalEnergies, which assures our energy supply is backed by relevant Renewable Energy Guarantee of Origin (“REGO”) certificates.

5. Fuel used in personal vehicles for business travel and downstream in-use emissions as of March 2024.

22 Ceres Annual Report 2024

Strategic report

Sustainability continued

Building resilience

for the future

Governance Strategy Risk management Metrics and targets

Recommended disclosures

a) Board’s oversight a) Identify climate-related risks

and opportunities

a) Risk identification and

assessment process

a) Climate-related metrics to assess

climate-related risks and opportunities

b) Management’s role b) Impact on the organisation’s

businesses, strategy and

financial planning

b) Risk management

process

b) Scope 1, Scope 2 and, if appropriate,

Scope 3 greenhouse gas (GHG)

emissions and the related risks

c) Resilience of the

organisation’s strategy

c) Integration into the

organisation’s overall

risk management

c) Climate-related targets and

performance against targets

Compliant Partially compliant Non-compliant

As a technology company at the forefront of the energy

transition, the climate transition represents a strong business

opportunity for Ceres; however, climate-related risks are

inherently global and will affect businesses across their value

chains and operations. Therefore it is essential to thoroughly

evaluate climate risks to ensure resilience to a changing

environment. Ceres’ technology has an opportunity to have

a global impact, but we must continue to align our operations

and technology designs with our sustainability values.

In this report we have made climate-related financial

disclosures consistent with the TCFD’s recommendations

and Recommended Disclosures pursuant to UK Listing Rule

6.6.6R(8). The following tables summarise our disclosures

and reference where further detail on climate-related financial

disclosures can be found in this report or on our Company

website. In completing this report, we have used the TCFD

guidance material including the TCFD technical supplement

on the use of scenario analysis, the TCFD Guidance on

Metrics, Targets, and Transition Plans, and the TCFD Guidance

for All Sectors to cover the four pillars of recommended

climate-related financial disclosures.

The ESG Committee believes that we have reported in

compliance with seven of the eleven recommendations, with 2(b),

4(a), 4(b) and 4(c) being partially. We are currently analysing the

financial impact of climate-related risks and opportunities and full

Scope 3 GHG analysis. Ceres has established near-term emissions

reduction targets, but will require time to measure progress

against these targets. As each of these recommendations is

under development, Ceres intends to be fully compliant with

its reporting requirements in 2026.

Using the Task Force on Climate-related Financial Disclosures (“TCFD”) as a framework,

Ceres reports against the climate-related risks and opportunities that face our business.

23Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

a. Describe the Board’s oversight of climate-related risks and opportunities.

The Board is responsible for the Company’s risk framework, which includes climate-related risks and

opportunities. In 2023, Ceres formalised the review of ESG risks and actions by the establishment of an

ESG Committee of the Board (“ESG Committee”). The ESG Committee oversees the development and

execution of sustainability targets and key performance indicators (“KPI”). The Committee is crucial in shaping

and monitoring our sustainability vision and strategy to address future skills and operational and governance

needs. Such considerations not only guide current decision-making processes, but also facilitate developments

that are robust enough for an uncertain future and to enable a better one. It meets at least three times a year

and otherwise as required. The Chair reports formally to the Board after each meeting on all matters within its

duties and responsibilities. For more information on the duties and responsibilities of the ESG Committee of

the Board, please see the ESG Committee Report on page 88. The Company’s Non-financial and sustainability

information statement as required by Section 414CA and Section 414CB of the Companies Act 2006 can be

found on page 91 of the Directors’ Report.

b. Describe management’s role in assessing and managing climate-related risks

and opportunities.

The Company’s Chief Operating Officer Mark Garrett chairs an Operational ESG Committee, tasked with

identifying, managing and executing against sustainability objectives. This Committee includes members from

finance, legal, operations, human resources and communications, ensuring a holistic approach to sustainability.

Meeting at least quarterly, the Operational ESG Committee facilitates a regular review and alignment of ESG

initiatives across the organisation. The COO reports the Committee’s progress to the ESG Committee after

each meeting, ensuring transparency and accountability. ESG metrics are incorporated into KPIs for Executive

remuneration, better reflecting our Company culture by aligning Executive interests with those of other

stakeholders, and increasing ESG performance and ESG risk management. Though the responsibility falls to

management, the operations function of the business, from procurement and the supply chain, to manufacturing

and test, to health and safety and facilities, are all deeply involved in evaluating, monitoring and improving our

sustainable behaviours and actions.

a. Describe the climate-related risks and opportunities the organisation has identified

over the short, medium and long term.

Given the challenging global backdrop, Ceres’ strategy is designed to be resilient amidst uncertainty whilst

fostering a more sustainable future. We integrate this strategy within our operations and product designs,

aiming to support industry decarbonisation with sustainability-centric technology. The level of risk varies with

factors such as the temperature increase and the time horizon. To manage and mitigate such climate-related

risks, we have conducted a scenario analysis, evaluating the impact of climate-related risks and opportunities

at three temperatures and three time horizons: 1.5°C, 2.0°C and 3.0°C temperature increases compared

to pre-industrial times over the short term (until 2030), medium term (to 2040) and long term (to 2050).

Ceres has identified six climate-related risks, four transition and two physical risks; and two climate-related

opportunities, as outlined on page 25.

b. Describe the impact of climate-related risks and opportunities on the organisation’s

businesses, strategy and financial planning.*

Climate-related risks are inherently global, affecting businesses across their value chains and operations.

Climate change can disrupt global markets, leading to the scarcity of critical skills, resources and materials,

each of which could increase Ceres’ operational costs and detrimentally affect our partners’ supply chains

and disrupt production. Following TCFD guidance on evaluating risks and opportunities, we have categorised

the risks and opportunities and taken into consideration the impact across Ceres’ operations in the UK, the

production of our technology by our partners and the impact on Ceres’ potential royalty revenue in the future,

our supply chain and potential supply chains of our partners. Consideration of impact was quantified as direct

impact on Ceres’ business strategy and operations.

Ceres is in the process of evaluating the financial impact of climate-related risks and opportunities.

We anticipate this being complete within the next 12 months.

Ceres embeds its technology with global partners, who design and manufacture products and systems at

scale for various applications. Operating from our UK base, Ceres focuses on innovation and R&D, transferring

technology under licence. This positioning presents both risks and opportunities, especially as a clean energy

company. Our current disclosure reflects our business model and small asset footprint while considering

the direct impact on Ceres through our manufacturing partners. Through sustainability initiatives across our

operations and technology development, these innovations are significantly amplified when scaled up through

our partners’ production capacities, driving substantial reductions in overall emissions, maximising our positive

impact on creating a cleaner world.

c. Describe the resilience of the organisation’s strategy, taking into consideration different

climate-related scenarios, including a 2°C or lower scenario.

Ceres has completed its second iteration of climate-related scenario analysis, available on page 25. We have

improved our reporting by standardising our analysis using independent climate scenarios, defined by the

Network for Greening the Financial System (“NGFS”) to provide credible data to support environmental and

climate risk management across industries. For a full description of our climate-related risks and opportunities

and Ceres’ resiliency to them, see our Scenario analysis on page 25.

Governance

Disclose Ceres’ governance around climate-related risks and opportunities.

Strategy

Disclose the actual and potential impacts of climate-related risks and

opportunities on the Company’s business, strategy and financial planning,

where such information is material.

1 2

* Not yet compliant in reporting for these metrics.

24 Ceres Annual Report 2024

Strategic report

a. Describe the organisation’s processes for identifying and assessing climate-related risks.

Climate change is a significant risk, prompting the Executive Committee to compile a cross-disciplinary ESG risk

is assigned a severity rating, probability of occurrence and potential impact on the business. Once risks are

identified, proposed responses and post-mitigation severity analyses are conducted.

The ESG Committee regularly reviews the risk register, escalating significant risks to the Audit and Risk

Committee for inclusion in the Board-level risk register. High-impact risks are presented to the Board

and integrated into business, strategic and financial planning, following the same escalation procedure for

high-impact short-term risks identified through scenario analysis. Additionally, the ESG Committee conducts a

materiality analysis every two years to identify and prioritise key ESG issues through stakeholder engagement.

b. Describe the organisation’s processes for managing climate-related risks.

Existing and emerging regulatory requirements related to climate change are considered in both our response

as a business but also with regard to opportunities for the business. For example, changing legislation on air

quality and emissions is driving the move towards the adoption of greener technology solutions.

Climate adaptation risks are also considered at a site level. Integrated Management Systems (“IMS”) cover

the business’ main sites, our Technology Innovation Centre in Horsham and Manufacturing Innovation Centre

in Redhill, and host ISO 9001 and ISO 14001 management systems. Each site is audited externally or internally

(every three years). We have also sought to collaborate with the licence partners and understand their

mitigation and adaptation plans for their key manufacturing sites for our technology.

With regard to the supply chain, sustainability risks, including natural and climate-related hazards, are embedded

into supplier risk assessments. This process enables the definition of risk mitigation action plans with suppliers,

as well as prioritising multi-sourcing strategies. The Company continually monitors events and critical supplier

locations to shorten reaction time and minimise business impact.

c. Describe how processes for identifying, assessing and managing climate-related risks

are integrated into the organisation’s overall risk management.

On top of the climate-related risks Ceres may face as a business, we are also conscious of the impact of

climate-related risks on our partners. As a licensing business, once our partners reach commercial scale,

climate-related risks may influence our partner’s productivity, thereby resulting in a financial impact on Ceres

due to disruption in royalties. Assessment of these risks is encompassed in our scenario analysis, available on

page 25. High-impact short-term risks are escalated to the Audit and Risk Committee for review. Risks are

assessed as either a new principal risk, falling within a current principal risk or requiring ongoing monitoring.

Actions are taken as needed in accordance with our corporate governance procedures. Ceres is currently

assessing the most appropriate methodology to quantify the financial impact of climate-related risks.

We intend to publish this within 12 months.

a. Disclose the metrics used by the organisation to assess climate-related risks and

opportunities in line with its strategy and risk management processes.*

Metrics to assess climate-related risks and opportunities include climate risk and environmental profiling data,

including life cycle analysis, energy use and carbon emissions intensity. ESG targets are incorporated into KPIs

for Executive remuneration, better reflecting our Company culture by aligning Executive interests with those of

other stakeholders, and increasing ESG performance and ESG risk management. Though the responsibility falls to

management, the operations function of the business, from procurement and the supply chain, to manufacturing

and test, to health and safety and facilities, are all deeply involved in evaluating, monitoring and improving our

sustainable behaviours and actions.

As part of our continuous efforts to enhance energy efficiency, Ceres achieved compliance with the Energy Savings

Opportunity Scheme (“ESOS”) for energy management. In 2023, we hosted an Energy Savings Challenge, bringing

together scientists and engineers from across the business to brainstorm over 40 initiatives to reduce energy

consumption in our operations. Eight of these initiatives have been implemented, with the remainder recorded for

potential future action.

Ceres recognises the importance of water conservation in the light of the growing global water strain. Our technology,

which generates green hydrogen from green electricity, involves the hydrolysis of water into hydrogen and oxygen.

Despite our modest water consumption of 5,330m

last year, as our partners expand to multi-gigawatt capacities

globally by 2030, our deployed technology will result in significant water usage. Therefore, it is imperative to

understand the impact of our technology on water use. To address this, we have included an evaluation of the water

impacts of our electrolyser technology at scale in our sustainability roadmap as a future action.

b. Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 GHG emissions, and the related risks.*

Each year, Ceres discloses our greenhouse gas (“GHG”) emissions for Scope 1, 2 and limited Scope 3 SECR

emissions reporting. Starting in 2022, we have provided spend-based data for additional Scope 3 emissions

covering our full value chain. A full disclosure of Scope 3 emissions for 2023 is available in our Sustainability

Report and our full Scope 3 emissions for 2024 will be published later this year in our Sustainability Report.

By onboarding the emissions management system Sweep, Ceres will standardise our emissions reporting

and be able to use the more rapid data collection to further mitigate emissions and their associated risks.

c. Describe the targets used by the organisation to manage climate-related risks and

opportunities and performance against targets.*

In 2023, Ceres completed a rigorous analysis of our emissions, assessing in detail our Scope 1, 2 and Scope 3

emissions, forecasting our future emissions in a business-as-usual scenario and a net zero scenario. In consultation

with Ricardo Energy and Environment, we produced a comprehensive assessment of the investment and actions

required to implement a net zero strategy aligned with SBTi standards. This has provided greater depth of

understanding of the emissions of Ceres’ operations and our supply chain, the latter representing 97% of our total

emissions. Ceres Power Limited has committed to reduce absolute Scope 1 and 2 GHG emissions by 42% by 2030

from a 2022 base year. We have also committed to reduce Scope 3 GHG emissions 53% per million GBP gross

profit by 2030 from a 2022 base year.

As a pre-profit company, we have developed a net zero implementation strategy that balances affordability with impact.

Since our supply chain constitutes a large proportion of our emissions, supply chain engagement and sustainable

procurement will play a key role in meeting these targets. We are also onboarding a life cycle analysis tool in-house

to provide ongoing insight into where emissions reductions can be achieved.

Risk management

Disclose how Ceres identifies, assesses and manages climate-related risks.

Metrics and targets

Disclose the metrics and targets used to assess and manage relevant climate-

related risks and opportunities, where such information is material.

3 4

Sustainability continued

* Not yet compliant in reporting for these metrics.

25Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Scenario analysis

Ceres has assessed the climate-related risks and opportunities

impacting our operations. Scenario analysis helps us to

understand and to quantify potential risks and uncertainties

under different plausible climate futures. As per TCFD

guidelines, our risks and opportunities are categorised into

transition or physical risks and assessed across three scenarios:

Net Zero 2050, Delayed Transition and Current Policies,

covering the short (to 2030), medium (to 2040) and long

(to 2050) term. These three scenarios, defined by the Network

for Greening the Financial System (“NGFS”), provide credible

data to support environmental and climate risk management

across industries.

Each scenario incorporates assumptions regarding policy

reactions, technology adoption and physical climate that will

impact forecasts, such as investment in hydrogen projects or

the frequency and intensity of heatwaves. These assumptions

provide the data from which the impact on Ceres can be

determined. The three temperature scenarios included in our

analysis are as follows:

1. Net Zero 2050: Limits global warming to 1.5°C through

stringent climate policies and innovation, achieving global

net zero CO

emissions around 2050.

2. Delayed Transition: Assumes annual emissions do not

decrease until 2030, with strong policies required to limit

warming to below 2°C, peaking at a 1.8°C increase by the

end of the century.

3. Current Policies: Maintains only currently implemented

policies, resulting in high physical risks and a final estimated

temperature increase of 2.9°C by the end of the century.

As we mature our reporting, we will provide more detailed

disclosures of climate-related risks and opportunities. Scaling

technology has an environmental cost, but any increase in our

footprint will be significantly outweighed by the positive impact

our technology will have on global decarbonisation efforts.

Process to date Next steps

Quantify the financial

impact of these risks and

opportunities on Ceres.

Validate the potential impact

with the ESG Committee

and update as needed.

Flag with the Audit and

Risk Committee any risks or

opportunities that are high

impact in the short term.

Risks will be assessed for

integration into the

principal risks.

Re-evaluate the likelihood

and relevance of the

identified climate-related

risks and opportunities

that may impact Ceres,

in alignment with

TCFD guidance.

Using NGFS benchmarking

climate scenarios and

data, assess the potential

likelihood and impact of

each risk and opportunity

under three possible

warming scenarios, with

insight from the Operational

ESG Committee providing

perspective from

across operations.

Ceres’ resilience under different, potential future climates

26 Ceres Annual Report 2024

Strategic report

Risk Financial impact on Ceres’ business Scenario

Short

(to 2030)

Medium

(to 2040)

Long

(to 2050) Ceres’ actions and opportunities

Transition

Policy and

legal risk

Increasing regulation,

legislation and carbon pricing

on GHG emissions.

Greater costs associated with emissions

reduction and monitoring.

Ceres pursues carbon abatement through SBTi guided carbon planning.

We set a clear strategy to reduce the carbon footprint of our business,

assessing and engaging with our supply chain to reduce the carbon

intensity of our Scope 3 emissions. Ceres continues to evaluate the

global climate regulation and emissions policy landscape.

Policy and legal

opportunity

Policy incentives and capital

allocation for scaling of clean

energy technologies.

Increased funding from public sector

and investors to accelerate scaling up

of fuel cell and hydrogen technologies.

1 High High High

Governments around the world continue to mobilise funds to support

the energy transition, such as Japan’s commitment to mobilise ¥15 trillion

in the next 15 years. Ceres will continue to evaluate funding opportunities

and explore partnership to progress our SOEC programme.

2 Mod High High

3 Low Mod Mod

Market risk

Global economic, political and

physical disruption increases

the cost and availability

of resources.

Higher operating costs due to increased

price and reduced availability of critical

skills, resources and materials.

Ceres will engage with our supply chain on climate-related and sustainability

risks. We will build a robust procurement strategy to ensure multiple sources

of key materials and monitor changes in global sustainability regulations

influencing resource availability and cost. Ceres will integrate the implication

of climate change into the development of assets and partners while

building our skills pipeline for a green energy future.

Reputation

risk

Evolving stakeholder

perceptions and expectations

around climate footprint and

business performance.

Lack of transparency and adherence could

limit commercial opportunities and threaten

access to capital.

Ceres will continue to exhibit strong governance and transparent

disclosure of ESG performance. Ceres will integrate circular

economy principles into design of technology. We will maintain

a strong and sustainable shareholder base through our Investor

Relations programme.

Technology risk

Uncertainty in market signals

due to reliance on incumbent

technologies and perceived cost

to transition to lower-emission

alternatives.

Slower than expected uptake of new

technologies due to deprioritisation of

decarbonisation, resulting in reduced

production and royalties. or limited

opportunity for growth due to increased

risk aversion supporting competitive

electrolyser technologies (e.g. alkaline).

Ceres will stay at the leading edge of innovation, with a focus on cost,

life and durability, building a flexible technology that meets emissions

standards for multiple applications and geographies. Ceres will

engage with government to understand expectations and directives

surrounding net zero commitments and funding while horizon scanning

for future technologies beyond solid oxide.

Technology

opportunity

Technology revolution to

support the energy transition,

requiring huge amounts

of renewable energy and

green hydrogen.

Prosecute our licensing model to deliver

clean energy technology that bridges

molecules and electrons.

1 High High High

Green hydrogen is predicted to require a minimum of 3,769GW

capacity to meet green hydrogen consumption in 2050

, valued to be

a $1.4 trillion market

. The sectors most likely to adopt this technology

are steel, ammonia and sustainable aviation fuel

, all of which are highly

compatible with Ceres’ technology. Ceres works across the value chain

to stimulate interest and adoption of our technologies to take advantage

of this market opportunity.

2 Mod High High

3 Mod Mod Mod

Physical

Acute risk

Increasing frequency of severe

climate events.

Impacts on production plants or

their suppliers, thus resulting in lost

royalties. Increased cost of insurance

for physical assets.

Ceres will continue to rely on its strong business continuity planning.

We will minimise risk through diversification of licence partners and

diversification of applications and geographies.

Chronic risk

Increasing temperatures affecting

working conditions.

Increased costs of operations to maintain

favourable conditions for production. Capital

costs associated with retrofitting assets to

provide sufficient temperature control.

1 Ceres will integrate the implication of climate change into the

development of environmental resilience planning of asset and

manufacturing sites in collaboration with partners. Ceres will support

the development of strong and localised supply chains for our operations

and our partners’ operations.

Legend for the

climate-related

risks table:

Low financial risk

Moderate financial risk

High financial risk

Financial impact:

Ceres is currently

assessing the most

appropriate methodology

to quantify the financial

impact of climate-related

risks. We intend to publish

this within two years.

Scenario 1: Net Zero

2050 is an ambitious

scenario that limits global

warming to 1.5°C through

stringent climate policies

and innovation.

Scenario 2:

Delayed Transition

scenario assumes global

annual emissions do not

decrease until 2030.

Strong policies are then

needed to limit warming

below 2°C.

Scenario 3: Current

Policies assumes that only

currently implemented

policies are preserved,

leading to high physical

risks from a temperature

increase of 2.9°C.

1. BNEF. New Energy Outlook

2024. May 2024.

2. Deloitte. Green hydrogen:

Energizing the path to

net zero. June 2023.

Sustainability continued

Ceres’ resilience under different, potential future climates

27Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Stakeholder engagement

Stakeholder

Shareholders

Relevance to business model

Capital raised from our equity investors underpins

the execution of our business model.

Partners and suppliers

Relevance to business model

Our commercial licence partners are central to our business

model. Our suppliers provide high-quality materials and expertise.

Areas of focus

• Progress against strategy

• Financial performance

• Long-term prospects

• ESG credentials and performance

How we engage

• Dedicated Investor Relations function

• Investor roadshows and conferences

• Results presentations

• Share registrars

Board engagement and oversight

• CEO and CFO investor meetings and presentations

• Chair attendance at investor meetings

• Committee Chair outreach to investors on items

with their remit

• AGM

Areas of focus

• Technology development

• Scalable, efficient and reliable solutions

• Product delivery support

• Transparent charging and payment structures

How we engage

• Dedicated commercial development and liaison teams

• Technical programmes

• Procurement specialists

• Supply chain verification tools

Board engagement and oversight

• Engagement via representative Directors

• Significant contracts

• Modern Slavery Statement

• Payment practices

Outcomes of shareholders

• Presenting a compelling investment case

• Attracting sustainable and green investment

• Understanding the interests of our investor base

Outcomes of partners and suppliers

• Developing a robust commercial pipeline

• Understanding partner objectives and end user needs

• Ensuring ethical standards in supply chains

Considering the interests of our stakeholders is fundamental

to the way we operate. Our values and Code of Conduct

empower employees to make the best decisions in the interests

of the Group and our stakeholders, helping to ensure these

considerations are made not only at Board level, but also

throughout our organisation.

How our Board understands the interests

of our stakeholders

The Board appreciates that effective stakeholder management

is crucial in ensuring the success of the business.

The Board receives regular reports from management, which

include the interests and concerns of key stakeholder groups,

and, where appropriate, the Board engages directly with

stakeholder representatives.

The Board continues to review its engagement processes to

ensure they best understand how the Company’s interests align

with those of its stakeholders.

How our Board considers stakeholders’ interests

in decision making

The Directors act in good faith to promote the success of the

Company for the benefit of shareholders, while also considering

the impact of their decisions on wider stakeholders and other

factors relevant to the decisions being made. As part of the

Board’s governance process, stakeholder issues are discussed

at each meeting. When decisions are made that affect the

Company’s stakeholders, the Board carefully considers the

interests of each stakeholder group concerned.

For examples of how stakeholders’ interests have been

considered during the year, see the Principal decisions section

on page 30.

28 Ceres Annual Report 2024

Strategic report

Stakeholder

Employees

Relevance to business model

Our employees provide the expertise required to develop our

technology to meet the commercial needs of our partners.

Industry

Relevance to business model

The industries that comprise the end users of and provide the

demand for the products produced using our technologies.

Government, legislators and regulators

Relevance to business model

The governments, legislators and regulators driving the

global agenda and demand for cleaner energy sources.

Areas of focus

• Culture and values

• Pay and benefits

• Diversity and inclusion

• Professional development

How we engage

• Monthly “All hands” meetings

• All employee events

• Employee pulse surveys and feedback

• Employee forum “Connect”

• Continuous training and development programmes

• Apprenticeship programmes

Board engagement and oversight

• Employee Engagement Director

• ESG Committee participation

• Roundtable lunches with Chair

• Oversight of cultural feedback mechanisms

Areas of focus

• Technological advancements

• Industry energy needs

How we engage

• Participation in industry conferences

• Publication of white papers

• Thought leadership

• Collaborations with academic and research institutes

Board engagement and oversight

• Thought leadership by Board subject matter experts

• Participation in Company and industry events

• Regular reports from management

Areas of focus

• Climate change

• Technology for cleaner energy

• Compliance with legislation and regulation

How we engage

• Forums, meetings and conferences

• Panel discussions

Board engagement and oversight

• Board training

• Regular updates from management

• Subject matter experts on the Board

Wider society

Relevance to business model

The people and communities which will ultimately benefit

from the use of our technologies.

Areas of focus

• Facilitating clean energy production

Outcomes of employees

• Embedding Ceres’ culture

• Talent attraction/retention/development

Outcomes of industry

• Deep Board-level knowledge of industry developments

• Enhanced evaluation of risks and opportunities

Outcomes of government, legislators and regulators

and wider society

• Driving the clean energy agenda

• Contributing to global innovation

• Applying Ceres technology to benefit wider society

Stakeholder engagement continued

29Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Section 172(1) statement

Throughout the past year, the Board of Directors has continued

to promote the long-term success of the Company while also

having due regard to the matters set out in Section 172(1) of

the UK Companies Act 2006.

Directors have had regard to those specific factors listed below,

as well as others that are relevant to the decisions being made.

The Board acknowledges that not every decision may result

in a positive outcome for all stakeholders. By considering our

purpose, values and strategic priorities, the Board aims to ensure

that decisions are consistent and intended to promote the

Company’s long-term success.

The Company continued engaging with key stakeholders

throughout the year to deepen its understanding of the issues

and factors that are significant to them. Our key stakeholders

are listed in the Stakeholder engagement section of the Strategic

Report (see pages 27 to 28). Here we identify the relevance of

each stakeholder to our business model and describe areas of

focus, how the Company engages with them, Board oversight

and the outcomes of engagement. Details of how the Directors

discharged their Section 172(1) duties when making principal

decisions during 2024 are set out on page 30.

Section 172(1) statement

S172(1) summary

S172(1) factor Relevant disclosure

a. Likely consequences of any decisions in the long term

• Chair’s statement (page 6)

• CEO’s statement (page 8)

• CFO’s statement (page 35)

• Emissions and energy reporting (page 21)

• Stakeholder engagement (page 27 to 28)

• Principal decisions during the year (page 30)

b. Interests of the Company’s employees

• Employee engagement (pages 28, 55, 57)

• Diversity (page 19)

• Stakeholder engagement (page 27 to 28)

• Health and safety (page 19)

• Principal decisions during the year (page 30)

c. Need to foster the Company’s business relationships

with suppliers, customers and others

• Stakeholder engagement (page 27 to 28)

• Modern Slavery Statement (website)

• Principal decisions during the year (page 30)

d. Impact of the Company’s operations on the

community and environment

• Our purpose (page 2)

• Business model (page 31)

• TCFD (page 22)

e. Desirability of the Company maintaining a reputation

for high standards of business conduct

• Business model (page 31)

• Principal risks and uncertainties (page 39)

• Corporate governance report (page 52)

• Audit and Risk Committee Report (page 58)

• Code of Conduct and Business Ethics (website)

f. Need to act fairly between the members of

the Company

• Share capital and rights attached to shares (page 90)

• Corporate governance report (page 52)

Principal decisions during the year

The needs of our different stakeholders as well as the

consequences of any decision in the long term are carefully

considered by the Board. This includes those decisions that

involve the competing interests and priorities of our key

stakeholders. The Board acknowledges its overriding duty

to promote the success of the Company and recognises that

conflicts between differing interests will often arise. More

information on Section 172(1) can be found on page 29.

Ceres defines principal decisions as those that are material or

strategic to the Group and significant to any of our stakeholder

groups. We detail below how the Board factored stakeholders

into principal decision making during 2024. The Board carefully

considered how each decision promoted the long-term success

of the Group, its financial and non-financial impacts, and had

due regard to the other matters set out in s172(1)(a) to (f)

of the Companies Act 2006.

Principal decisions

Entry into major licence agreements Organisational simplification and right-sizing

The Board was delighted to support the Company’s entry into

three major new licensing contracts in 2024. Thermax, Denso

and Delta licence agreements will apply Ceres proprietary

technology to produce solid oxide electrolyser cells and

systems for hydrogen production, and in certain cases fuel

cell applications.

In support of the decision-making process, the Board

maintained oversight of negotiations, receiving regular updates

from management from initial discussions to the final contracting

stages. The Board considered the value prospective licence

partners would bring to the business as world-class developers

and manufacturers in their respective markets, their alignment

with the Company’s purpose, strategic goals and consistency

with our business values.

The Board was fully satisfied that these strategic partnerships

would promote the success of the Company over the long

term for the benefit of the Company’s investors and other

principal stakeholder groups.

The Board considered and approved management’s proposals

to reduce long-term costs by simplifying the organisational

structure and right-sizing the employee base.

Simplification of the organisation streamlined the management

layer and removed non-essential roles tailoring the employee

base to the needs of the business going forwards. This meant

reducing employee numbers by 80, a process that was

completed in October 2024.

The Board, having considered the potential benefits of

proposals to the business and the impact on affected employees,

determined that proposals would result in significant costs savings,

optimise Ceres’ positioning for future growth and were necessary

steps to promote the long-term success of the Company.

Through updates received from management, the Board was

satisfied that redundancies were made with respect and in line

with the Group’s culture and values, with the aim of mitigating

the impact on those employees affected.

Links to strategy

1 2 3

Links to strategy

2 3

Links to stakeholders Links to stakeholders

Links to strategy

Licensing technology leadership

Commercial acceleration

Execution at pace

Links to stakeholders

Shareholders

Partners and suppliers

Employees

Industry

Government, legislators and regulators

Wider society

30 Ceres Annual Report 2024

Strategic report

Section 172(1) statement continued

31Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Asset-light licensing business model

How our business model works

Ceres has an asset-light licensing business model that combines

engineering excellence with manufacturing precision to build

high-quality clean technology. Ceres licenses our cell and stack

IP to manufacturing partners for mass production. Additionally,

Ceres licenses system IP. The stacks are integrated into

systems, which are sold to end markets.

Ceres earns revenue by licensing its technology to new partners,

through engineering services, technology hardware to support

those partners develop factories for mass production, and

royalties when commercial scale is achieved. Once our partners

reach commercial scale, Ceres will receive a royalty payment

for every kW of product sold to the end market, providing

high-margin revenue.

Ceres maintains a strong R&D programme to preserve its

technological edge while our licence partners provide the

industrialisation and manufacturing skills and marketing

capabilities required to enter the rapidly evolving landscape

of clean energy.

The Ceres business model is based on our leading solid oxide technology platform, which can be used to generate power efficiently from a range of different fuels and to produce

green hydrogen when coupled to renewable energy. This technology and its manufacturing process are highly protected by patents, trade secrets and know-how, enabling the

Company to operate an asset-light licensing business model. By working in partnership with licensees who have the scale and expertise to mass manufacture solid oxide products,

together we can accelerate the decarbonisation of a variety of key industries.

How we create value

Stay ahead on

technology

through continuous

innovation and

investment in R&D.

Enable manufacturing

partners to establish

global supply to

meet this demand.

Enable system

partners to embed

the technology into

as many applications

as possible.

Our competences

Business model

Read more on our website

www.ceres.tech

Cell and stack IP

Manufacturing

partner

OEM

customer

Sells consumer

products

Ceres licenses core

technology to partner

Ceres licenses system

technology to partner

Licence fees

System IP

Licence and engineering

service fees

Stack supply to OEMs

Stack royalties £/kW sold System royalties £/kW sold

32 Ceres Annual Report 2024

Strategic report

Creating value for our partners

Ceres’ value proposition

We work in close partnership with global mass market manufacturers, leveraging our best-in-class fuel cell and electrolyser technologies

with their manufacturing expertise, resources and market presence to accelerate commercial decarbonisation opportunities.

Highly competitive

technology

Ceres’ unique, inherently reversible

and fuel flexible solid oxide technology

reduces cost while maximising efficiency,

resulting in highly competitive total cost

of ownership for the end user.

Access to untapped

markets

As the global energy system evolves,

Ceres’ cutting-edge technology supports

greater electrification of our energy

systems and generates green hydrogen

at high efficiencies, supporting the

decarbonisation of incumbent industries

that are dependent on fossil fuels today.

Accelerated market

entry

Licensees can adopt our technology

quickly and enter new markets for

hydrogen without lengthy and expensive

research and development times thereby

capitalising on Ceres’ more than 20

years of experience in cell and stack

development to continuously advance

solid oxide technology.

Leveraging world-leading

R&D resources

Licensees don’t need to spend resources

on acquiring technology capabilities but

can instead focus on their own core

business strengths. By using commonly

found materials, our technology can be

mass produced at low cost with a limited

carbon footprint.

Business model continued

33Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Strategy

A clear strategic vision

Our strategy is to pioneer advanced

technologies and embed them in the products

of world-class companies to meet their

strategic imperative to transform to clean

energy. Our strategy is based on the three

drivers below, with a goal to secure a leading

market share of the global solid oxide industry.

Read more on risks, please see page 39

Licensing technology

leadership

Commercial acceleration Execution at pace

We maintain our technology

leadership in both SOFC and

SOEC and drive further

innovation.

• We continue to innovate our IP for both

fuel cells and electrolysers and release

next-generation stack technology.

• We engage in technology

demonstrations and data-sharing

initiatives that offer evidence of

the benefits of Ceres’ SOFC and

SOEC technology.

We create commercial scale

by generating more demand

though increasing commercial

partnerships and licences.

• We aim to secure manufacturing licence

partners to address multiple applications

and markets.

• We engage with companies throughout

the value chain to drive demand for

Ceres’ technology in both fuel cell and

hydrogen applications.

We aim to support our

manufacturing partners to

start mass production by

2025 onwards.

• Ceres has supported the development

of three manufacturing sites globally,

in UK, Germany and South Korea,

with Doosan moving towards mass

market launch.

• We continue to work with system

partners in both fuel cells and

electrolysers to develop innovative

products to bring to market.

Links to KPIs

Links to risks

Links to KPIs

Links to risks

Links to KPIs

Links to risks

1 2 3

Links to KPIs

Revenue

Gross margin

Cash outflow (at 31 December)

Stack manufacturing partners

Partner programmes delivery

Demonstrate SOEC

Links to risks

Viability of technology

Operational capability

IP and regulation

Long-term value proposition

Commercial traction/partner performance

Partner scale-up/supply chain

Cyber security

Geopolitical

People and capability

Future funding and liquidity

34 Ceres Annual Report 2024

Strategic report

Key performance indicators

Our key performance indicators

Links to strategy

Licensing technology leadership

Commercial acceleration

Execution at pace

Revenue

£51.9m

Description

Revenue of £51.9 million in 2024, compared with £22.3 million in the prior year.

The 132% growth can be mostly attributed to revenues generated from the

new licence partners as upfront technology transfers were conducted.

Stack manufacturing partners

2024 performance

Two new stack licence partners secured in the year, bringing a total of three

under licence.

Description

Announced stack manufacturing partners under licence.

Partner programmes delivery

2024 performance

Doosan factory commissioning for SOFC production is progressing towards

commercial launch, expected in H2 2025. Delta and Denso have received the

upfront tech transfer, enabling them to make progress towards factory launch.

Weichai and Shell continue to progress with key product milestones achieved

in 2024, including new higher power stack and system development.

Description

We aim to ensure that our manufacturing partners start mass production as planned.

Demonstrate SOEC

2024 performance

The 1MW demonstrator has been successfully installed at Shell’s Bangalore

facility and is ready to be turned on to produce green hydrogen. Key

learnings and data from this demonstration project will be used to develop

a commercially competitive and scalable solution.

Description

The Ceres team is focused on the next SOEC product concept for a 10MW

modularised system, which would facilitate larger-scale installations.

Gross margin

77%

Description

Gross margin of 77% is an improvement on prior year margin of 61%.

These margins remain much higher than industry norms due to the licensing

nature of Ceres’ business model.

Cash outflow (at 31 December)

£(37.5)m

Description

“Cash outflow” relates to the movement in cash and investments excluding

the equity fund raise conducted in 2021.

Links to strategy:

1 32

Links to strategy:

1 32

Links to strategy:

1 32

Links to strategy:

1 32

Links to strategy:

1 32

Links to strategy:

1 32

22 19.8

24 51.9

23 22.3

22 54

24 77

23 61

(67.3) 22

(37.5) 24

(42.4) 23

Financial KPIs

Non-financial KPIs

35Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Chief Financial Officer’s statement

Record revenues and three

new partners generating

long-term value

Highlights

• Record order intake of £113 million (2023: £17 million)

due to the signing of two new manufacturing partners

and an electrolyser systems partner

• Revenue of £51.9 million (2023: £22.3 million)

• Gross profit of £40.2 million (2023: £13.6 million),

with sector-leading gross margin of 77% (2023:61%)

• Restructuring completed in the second half of the year,

which will reduce the cost base from 2025

• Cash and short-term investments were £102.5 million

(2023: £140.0 million), in line with expectations

I’m honoured to join Ceres in

this year of acceleration. The

agreements with Delta, Denso

and Thermax further validate the

investments made in R&D over the

past few years. The restructuring

exercise ensures that Ceres has

an optimised cost base to deliver

the strategy of accelerating the

adoption of Ceres technology in

the global solid oxide industry.

Ceres will enhance its strong balance

sheet by maintaining its asset-light

model and continuing to apply

rigour to its cash management.”

Stuart Paynter

Chief Financial Officer

36 Ceres Annual Report 2024

Strategic report

£51.9m

Revenue

(2023: £22.3m)

£(22.3)m

Adjusted EBITDA loss (page 38)

(2023: £(50.3)m)

77%

Gross margin

(2023: 61%)

£(37.5)m

Cash outflow (change in cash and

short-term investments)

(2023: £(42.4)m)

£48.5m

Research and development costs

(2023: £54.0m)

£102.5m

Cash and short-term investments

(2023: £140.0m)

Introduction

2024 was a record year for Ceres with two major manufacturing

licence deals and an electrolyser systems licence announced,

enabling near-term licence and support revenue with future

royalty generation. This, along with the continued execution of

existing agreements, has led to record revenue of £51.9 million

(2023: £22.3 million).

During 2024, Ceres continued its strategic investment in core

technologies to drive future growth. With peak investment

in technology development milestones reached in 2023,

we implemented a restructuring to optimise our cost base.

This streamlining of the business now allows us to focus on

further commercialisation.

Consolidated statement of profit and loss

for the year ended 31 December 2024

2024

£’000

2023

£’000

Revenue 51,891 22,324

Cost of sales (11,727) (8,770)

Gross profit 40,164 13,554

Gross margin 77% 61%

Other operating income 2,846 3,665

Operating costs (74,327) (76,620)

Operating loss (31,317) (59,401)

Finance income 5,807 7,079

Finance expense (362) (1,287)

Loss before taxation (25,872) (53,609)

Taxation charge (2,433) (399)

Loss for the financial year (28,305) (54,008)

Chief Financial Officer’s statement continued

37Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Reporting on the results

Revenue

The Group reported revenue of £51.9 million in 2024,

compared with £22.3 million in the prior year. The 132%

growth can be mostly attributed to revenues generated from

the new licence partners as upfront technology transfers

were conducted. Revenue is a combination of technology

transfers, development licences, engineering services and

the provision of technology hardware. Revenue from the

previously announced Shell test evaluation partnership

will commence once the demonstrator is commissioned

at Shell’s site in Bangalore, India in Q2 2025.

Gross margin

Gross profit of £40.2 million in the year grew by 196% from

£13.6 million in 2023, driven by high-margin technology

transfers conducted with the new licence partners.

Consequently, gross margins were also improved at 77%

(2023: 61%), compared to the prior year. These margins

remain much higher than industry norms due to the licensing

nature of Ceres’ business model.

Other operating income

Other operating income decreased in the year to £2.8 million

(2023: £3.7 million), which reflects the level of RDEC

(R&D Expenditure Credits) claimed in the year compared

to the prior year. This is driven by the lower underlying

R&D spend as Ceres has passed peak investment in

technology development.

Operating costs

Operating costs decreased to £74.3 million (2023: £76.6

million) as Ceres sustained its strategic investment in

core technologies to drive future growth, focusing on

electrolysis-optimised stacks and industrial-scale electrolyser

systems. This was achieved alongside disciplined financial

management, with a restructure implemented in the second

half of the year following peak investments in the delivery

of key technology development milestones and focus on

further commercialisation. These cost savings were offset

in the year by a one-off commercial expenditure in market

research. Following the restructure, the average number of

persons employed by the Group in the year decreased to

546 (2023: 590), ending the year with 478 employees.

Finance income and expense

Finance income decreased to £5.8 million (2023: £7.1 million),

which reflects continued strong interest rates on our bank

deposits and short-term investments in money market funds

with a lower average cash position. We maintain a stringent

Treasury Policy to balance appropriate market returns with

the security of funds including only high investment grade,

and diversification of, financial institutions. Finance expense

decreased to £0.4 million (2023: £1.3 million) mostly due to

foreign exchange losses in 2023 of £0.8 million on currencies

held in non-Sterling denominations which matured and

therefore did not impact 2024.

Taxation (charge)/credit

Taxation charge increased to £2.4 million (2023: £0.4 million)

and reflects recognition of withholding taxes from overseas

earnings. The increase can be attributable to the new

manufacturing licence partners acquired in the year.

Loss for the financial year

The Group posted a loss of £28.3 million (2023: £54.0 million)

for the period, which reflects the increase in revenue and

gross margin compared to 2023.

Adjusted EBITDA

Adjusted EBITDA loss for 2024 decreased to £22.3 million

(2023: £50.3 million). Adjusted EBITDA is a non-statutory

measure and is detailed in the Alternative Performance

Measures section in this review. The decreased loss is

primarily due to the increased revenue explained above.

38 Ceres Annual Report 2024

Strategic report

Reconciliation between operating loss and

Adjusted EBITDA

Management believes that presenting Adjusted EBITDA loss

allows for a more direct comparison of the Group’s performance

against its peers and provides a better understanding of the

underlying trading performance of the Group by excluding

non-recurring, irregular and one-off costs. The Group currently

defines Adjusted EBITDA loss as the operating loss for the year

excluding depreciation and amortisation charges, share-based

payment charges, unrealised losses on forward contracts and

exchange gains/losses.

2024

£’000

2023

£’000

Operating loss (31,317) (59,401)

Depreciation and amortisation 8,029 9,126

Share-based payment charges 964 67

Exchange gains 136 (232)

Unrealised losses/(gains) on

forward contracts (99) 143

Adjusted EBITDA (22,287) (50,297)

Key cash flow financial measures

2024

£’000

2023

£’000

Total capital investments (capital

expenditure and capitalised

development) 6,743 14,722

Working capital (increase)/

decrease (15,711) 10,023

Change in cash, cash equivalents

and investments (37,491) (42,364)

Cash, cash equivalents and

short-term investments 102,465 139,956

Total capital investments

Total capital investments comprises capital expenditure

(plant, property and equipment) and capitalised development

(intangible assets). In 2024, total capital investments declined

to £6.7 million (2023: £14.7 million) mostly due to reducing

investment requirements for our Manufacturing Excellence

Centre in Redhill and a prioritisation of spend as we emphasised

cash discipline during the year.

Working capital movements

During 2024, working capital increased by £15.7 million

(2023: £10.0 million decrease). The two main factors were a

£10.6 million increase in trade and other receivables, primarily

due to significant partner invoice payments received in early

2025, and an £3.4 million net increase in contract assets and

liabilities, reflecting revenue recognition from technology

transfer activities with our new partners in 2024. Our continued

focus on aligning pilot plant production with partner demand

ensured that inventory levels remained stable.

Cash outflow

Cash outflow, comprising changes in cash, cash equivalents

and short-term investments, totalled £37.5 million (2023:

£42.4 million). This reduction reflects increased commercial

activity and a focused approach to spending, partially offset

by higher working capital requirements.

Cash, cash equivalents and short-term investments

The Group ends the financial year in a strong position with

£102.5 million in cash, cash equivalents and short-term investments

(2023: £140.0 million) to support future investment as we drive

revenue growth, manage costs in a disciplined way and track

towards profit and cash flow break-even.

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.

Outlook

We end 2024 with a strong financial position and are well

placed for significant growth in the future from existing

licensees and future partnership prospects in both the

SOFC and SOEC markets. We continue to invest across the

business to build a sustainable competitive advantage in highly

differentiated solid oxide technology, which offers our partners

the potential to industrialise and commercialise stacks and

systems with superior efficiencies, reliability and economics for

the low-carbon power generation and green hydrogen markets.

Stuart Paynter

Chief Financial Officer

20 March 2025

Chief Financial Officer’s statement continued

39Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Principal risks and uncertainties

Risk management process

The responsibility for the daily oversight and

mitigation of risk is delegated to management.

The Chief Financial Officer is responsible

for the overall management and mitigation

of financial, operational, reputational and

regulatory risks. The risk management and

internal controls framework encompasses risk

identification, evaluation, mitigation and review

processes both bottom up at operational

level, and top down at management level.

Risks identified are recorded in a central risk

Committee, senior management and project

teams as an integral part of the day-to day

running of the business.

An in-depth analysis of the risk environment

is conducted bi-annually. Both inherent and

mitigated risks are assessed to determine

whether further mitigating actions are

needed to reduce the risks to an acceptable

level. Each risk is assigned to an Executive

owner responsible for ongoing monitoring

and mitigation. In 2025, the process will be

strengthened through quarterly business and

risk review meetings, facilitating enhanced

horizon scanning for emerging risks

and opportunities.

Risks which are determined to have a

potentially material impact on the Company’s

business model, future performance, viability

or reputation are reported as principal risks.

Principal risks are reported and discussed

regularly at the Audit and Risk Committee

(ARC) and with the Board.

The Group’s risk management and internal

controls framework provides reasonable,

but not absolute, assurance that risks are

managed to an acceptable level. ARC assists

the Board in ensuring that the risk management

and internal control framework is established

and maintained and reviews its operation and

effectiveness. For further details on ARC see

page 58.

Principal risks and uncertainty matrix

Following a review of principal risks during

the year, it was deemed appropriate to

introduce cyber risk as a new principal risk. The

Directors have also determined that the risk of

detrimental partner actions has reduced and is

no longer considered a principal risk.

Beyond these, our business has other

operational risks that we manage as part of

our daily operations, such as health and safety,

environmental, financial, commercial, legal, and

regulatory. Finance risks are discussed in Note

19 of the financial statements.

To facilitate meaningful comparison of the

relative importance of the principal risks and

uncertainties at a Group level, these have been

mapped onto a probability and impact matrix

shown below.

Principal risks and mitigation actions are set

out in the table on pages 40 to 42. Based

on the risk management process described

above, these are the principal risks the Board

believe have the greatest potential to impact

the Group’s future viability. This summary is

not intended to include all risks that could

ultimately impact our business and delivery

of strategic objectives, and the risks are

presented in no particular order.

Understanding and mitigating our risks

Risk heatmap

Viability of technology

Operational capability

IP and regulation

Long-term value

proposition

Commercial traction/

partner performance

Partner scale-up/

supply chain

Cyber security

Geopolitical

People and capability

Future funding

and liquidity

Probability

Impact

Very likelyProbablePossibleUnlikelyRare

MajorModerateMinor

40 Ceres Annual Report 2024

Strategic report

Trend directions

Increasing Decreasing Unchanged

Links to strategy

Licensing technology leadership

Commercial acceleration

Execution at pace

Principal risks There is a risk that... Actions taken by management/mitigations Change Link to strategy

1. Viability of

technology

We will not be able to develop and apply the

Group’s technology successfully to potential

products at the right cost point or performance

in the timeframe anticipated.

Management is working to achieve agreed performance levels

and cost points under ongoing programmes, with full resources

and facilities deployed to meet milestone requirements.

The first SOEC demonstrator was installed at Shell’s site in Bangalore

in 2024 and is now ready to produce hydrogen and to deliver

important test and performance data. In parallel, development of

modular, commercial-scale electrolysers continues to progress.

2. Operational

capability

The Company may be unable to satisfy current

customer contracts and demand with an

increasingly complex partner structure.

This may be due to lack of organisational growth

management, testing capacity and short-term

manufacturing or technical issues.

We have reinforced our engineering and supply chain teams

and established additional processes to support growth.

The core materials used to undertake technology transfer have

been serialised to optimise reuse in new engagements.

The procurement and supply team regularly reviews the increasing

supply chain complexity to ensure that scale-up and validation

can be achieved.

3. IP and regulation

The Company’s competitive advantage could

be at risk from: successful challenges to its

patents; unauthorised parties using the Group’s

technology in their own products; Ceres not

harvesting IP from partners; and others infringing

existing Ceres intellectual property rights (IPRs).

Also, a risk that the Group will unwittingly

infringe valid IPRs of others, which could limit

full commercialisation of the technology.

We have internal procedures and controls in place to capture

and exploit all IP as well as to protect, limit and control disclosure

to third parties and partners.

Contractual provisions with partners and IP insurance provide

additional protection to the Group for agreement, pursuit

and defence of IP.

We perform freedom-to-operate searches to minimise this risk.

Principal risks and uncertainties continued

41Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Links to strategy

Licensing technology leadership

Commercial acceleration

Execution at pace

Principal risks There is a risk that... Actions taken by management/mitigations Change Link to strategy

4. Long-term value

proposition

The value proposition of our technology may

become eroded or irrelevant, impacting on

the Group’s future profitability and growth

opportunities.

We may not be successful in our research

and development efforts and may not be able

to create new intellectual property.

We address different geographical markets, which we believe will

decarbonise at different rates, and we are broadening the applications

available, mitigating failure in a single market or product.

We monitor competitor activity and market developments to identify

partner and end user future requirements.

We have dedicated resources for pursuing disruptive innovation,

and continue to develop our university network.

5. Commercial

traction/partner

performance

Our partners may choose not to use our

technology in their products or go to market

slower than anticipated.

We may not be able to continually attract

new partners.

We may be unable to finalise a strategic

partnership to access China markets.

We may be unable to establish SOEC as

a credible technology, in part due to the

competition risk.

We work closely with all partners to achieve targeted factory

launch dates.

Our commercial progress is continuing with expansion across regions

and applications, with the signing of three new licences in the year.

We plan to ensure SOEC leadership through development,

demonstrations and partnerships, with the first 1MW-scale electrolyser

installed at Shell in India in 2024 and is now ready to produce

hydrogen and deliver important test and performance data.

We have invested to expand our commercial teams in key

geographies to align with the greatest interest and support for

hydrogen and fuel cell technologies.

6. Partner scale-up/

supply chain

We may not be able to meet the timeframes

agreed with the partners for the market launch

of the Company’s technology, for example due

to supply chain issues, or stack product maturity

not keeping up with commercialisation, or

technology not meeting requirements.

We continue to work in close collaboration with partners in their

trials and early market launches and are on track to meet all existing

licence partner factory start of production dates with mature stack

design releases.

Our supply chain is periodically reviewed for at-risk supply based on

either sensitive location or single source and alternative or additional

suppliers are then sought and put in place. We remain vigilant of

ESG risks within our operations and supply chain.

Partners are realising efficiencies available from localising a

larger proportion of the bill of materials, further diversifying

the supplier pool.

Trend directions

Increasing Decreasing Unchanged

42 Ceres Annual Report 2024

Strategic report

Trend directions

Increasing Decreasing Unchanged

Principal risks There is a risk that... Actions taken by management/mitigations Change Link to strategy

7. Cyber security

A cyber attack or breach of system security

could disrupt our operations, cause the loss

of, destruction of, or unauthorised access to

sensitive IP and trade secrets.

The Company adopts a proactive, multi-layered strategy to manage

and mitigate cyber security risks, safeguarding its systems and data

to support business continuity and protect stakeholder interests.

This includes ongoing investment in the information security

framework, covering areas such as continuous monitoring, employee

training, data encryption, regular back-ups, incident response planning,

infrastructure enhancements, and periodic progress audits.

New principal risk for 2024.

8. Geopolitical

The Company or our partners may be unable

to conduct business in certain geographies, or

supply chains become disrupted due to warfare

or sanctions.

Ceres has a global commercial strategy that considers opportunities

and looks to mitigate risks. Risks include increased tensions in partner

territories in Asia, with potential future conflicts which may disrupt

their ability to conduct business.

9. People and

capability

A loss of key personnel or inability to

attract required skillsets could negatively

impact our ability to innovate and maintain

a competitive advantage.

Our organisation structure and skills matrix are continually reviewed

to ensure we have the correct mix of skills across all areas.

Succession planning is in place and information capture/IP harvesting

continuously occurs to minimise the impact of any individual leaving.

An employee share scheme is in place with high take-up, and for key

personnel a long-term incentivisation plan is in place to support the

retention of key personnel.

Other aspects of reward strategy are periodically reviewed to ensure

we are competitive with the wider market.

10. Future funding

and liquidity

Failure to acquire new customers would impact

the forecast cash position of the Company,

potentially requiring further external funding.

An equity fundraise at a low share price may

negatively impact shareholder value.

We have a continuous cycle of cash flow monitoring, forecasting,

performance reporting and scenario planning.

The nature of our licensing business model is asset light and high

gross margin, which enables us to scale activities rapidly to address

changing market conditions. This provides us with the necessary

flexibility and resilience to manage our liquidity in a robust and

efficient manner.

Proactive investor communications and management strategy are in

place to support the equity story for potential future fundraising.

Principal risks and uncertainties continued

Links to strategy

Licensing technology leadership

Commercial acceleration

Execution at pace

43Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Viability statement

In accordance with provision 31 of the UK Corporate Governance

Code 2018, the Directors have assessed the future viability

of the Group over a period longer than 12 months. The

Directors believe a period of three years is sufficient as a

viability assessment period as it represents a period in which

management can make reasonable estimates of future Group

performance and financial position.

Viability assessment period

Considering the uncertainties inherent to the Group’s operations

as well as the medium-term planning, the Board concluded that

a viability assessment over a three-year period provides a robust

and realistic evaluation of the Group’s future performance.

The Directors have carried out this viability assessment over

a period of three years for the following reasons:

• It represents a balance between an appropriate need to plan

for the longer term and uncertainties in financial projects

when considering a period of greater than three years;

• It is broadly in line with the timeframes of large collaboration

and licence agreements; and

• It is appropriate for the current stage of development

of the Group and gives an opportunity to reasonably

assess the decisions around the Group’s capital structure

and funding based on implementing its major strategic

objectives (described on page 33) and progress made

with collaboration partners.

Assessment of prospects

The Group’s viability assessment is built through integration of

the principal risks and uncertainties (described on pages 39 to

42) into a financial model with scenarios, based on the elements

of corporate planning and modelling process, which includes:

• Annual budgeting and forecasting process incorporating

preparation of an annual budget for the following year,

which is reviewed and approved by the Board, and followed

up with periodic forecasts, which are monitored by senior

management and the Board; and

• Future planning based on a central three-year financial

projection, using management’s internal estimate of contract

intake formed on current expectations of the outturn of

existing contracts and reasonable expectation of new licence

and collaboration agreements.

The Directors regularly assess the Group’s prospects and

progress against the strategic objectives set out in its strategic

plan. The strategic plan is built around a base case scenario in

order for the Directors to assess both the Group’s liquidity and

solvency positions, along with adequacy of funding. Sensitivity

analysis of the base case assumptions underlying the plans is

also carried out. The plans are approved by the Directors and

financial budgets and KPIs are subsequently used to monitor

performance during the year via periodic reviews.

In its assessment of the Group’s prospects, the Board has

considered the following:

• The Group’s strategy and how it addresses expectations

of changing macroeconomic environments;

• The Group financial position;

• The commercial viability of the Group’s technology and

commercial traction; and

• Competition, intellectual property exposures and the Group’s

regulatory environment.

44 Ceres Annual Report 2024

Strategic report

Assessment of viability

To assess the Group’s viability, different scenarios were modelled by considering the potential impact of individual principal risks and possible combinations as shown

below. In total, four severe but plausible individual scenarios have been created, with the fifth collective scenario which considers the combined impact of scenarios

1–4 to model the absolute worst-case scenario for the business. All the scenarios identified could, in theory, combine with varying levels of impact.

The Group’s principal risks and uncertainties, evaluation of the management of those risks and internal controls in place are discussed on pages 39 to 42.

Scenario 1 – Core technology

demand delayed

Ceres’ operations become subject to a

material reduction in short-term demand

for the technology either as a result of the

technology not performing to the expected

levels or our partners choosing not to use

our technology in their products.

Stress test applied: Failure to acquire any

new licence partners in 2025, but from

2026 demand trends back towards one

partner per year.

Financial impact: Reduced high-margin

licence revenue recognition in 2025 when

compared to base case budget. The

recoverability will be quick as the demand

trends back to target as licence revenue

on signing new agreements is recognised

upfront on transfer of technology. Gross

margin in 2025 would be below levels

seen in 2024, but would improve quickly

in line with revenue. No cost-saving

mitigations would be required as long-

term viability is not threatened under

this scenario.

Scenario 2 – Commercialisation

of Ceres’ technology delayed

Timeframes for commercial product launch

of Ceres’ technology with key partners

is slower than expected or materially

disrupted. For example, the technology

does not translate to large-scale production

or partners are unable to sell their planned

production volumes.

Stress test applied: Royalty build-up

projections delayed by one year.

Financial impact: Revenues over the

viability period would be impacted

by c£4 million. High-margin licence

revenue would still be recognised as

the assumption would remain consistent

with the Company’s base case budget.

There would be no cost-saving

mitigations required.

Scenario 3 – Failure to fully

execute SOEC strategy or

limited addressable market

The market for SOEC is immature and

the total addressable market is based on

a forecast. It could also unfold that the

market for green hydrogen may mature

more slowly than anticipated. Also, Ceres’

SOEC technology demonstrator may

fail to deliver on expected performance

characteristics (e.g., degradation rates).

Both of these risks could impact the timing

of new SOEC licence partners.

Stress test applied: Failure to acquire

budgeted SOEC licence partners in 2025

and 2026.

Financial impact: Impacts all periods

within the viability assessment, top-line

revenue will be £16–26 million down per

year when compared to the Group’s base

case budget. Throughout the assessment

period the Group’s adjusted EBITDA is loss

making. Discretionary spend would be cut

to save 15% of operating costs. However,

external funding would not be required for

the Group to remain viable.

Scenario 4 – Breach of IP and

confidence lost in Ceres

Ceres’ IP and/or trade secrets are

breached or stolen, and the perpetrator

develops and markets products using our

IP, which could materially impact Ceres’

competitive advantage.

Stress test applied: No partners from

2026 as potential partners consider

the value proposition and competitive

advantage of Ceres to be undermined;

additional costs from defence and

remedial actions.

Financial impact: 2025 will remain at

budgeted levels; however, no new licence

partners for 2026 and 2027 would

impact revenue by c£50 million, with

the impact to gross margin being just

as severe. The cost to defend Ceres’

competitive advantage would be material

and other significant cost-saving measures

would be needed to keep the business

from increasing EBITDA losses and

remain viable.

1 1 1 13 3 3 37 7 7 75 5 5 59 9 9 92 2 2 24 4 4 48 8 8 86 6 6 610 10 10 10

Links to principal risks Links to principal risks Links to principal risks Links to principal risks

Viability statement continued

45Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Viability statement continued

Conclusion on viability

The scenarios above are hypothetical

and purposefully severe in order to create

outcomes that have the ability to threaten the

viability of the Group. It is considered unlikely,

but not impossible, that the occurrence of

these risks could test the future viability

of the Group.

None of the scenarios modelled, including

the more extreme and unlikely aggregated

scenario, were found to threaten the viability

of the Group over the period of assessment.

In assessing each of the scenarios, mitigating

actions were taken into account including:

• Reducing discretionary operating spend

and prioritising spend critical to the

success of SOEC;

• Reducing non-committed capital expenditure;

• Reducing development spend to the

minimum required to maintain the Group’s

IP portfolio;

• Reviewing headcount, freezing recruitment

and reducing incentive-based remuneration;

and

• External funding in the most severe

downside scenario.

Based on the assessment of the current

position of the Group, the principal risks as

set out on pages 39 to 42 and the scenarios

assessed above, the Directors confirm that

they have a reasonable expectation that

the Group will continue in operation and

meet its liabilities as they fall due through

the three-year viability assessment period

ending 31 December 2027.

Going concern statement

Based on the review of the Group’s cash and

short-term investments, forecast income and

expenditure, performing appropriate sensitivity

and scenario analyses, and after making

appropriate enquiries, the Directors have a

reasonable expectation that the Group and

Company have adequate resources to progress

their established strategy. Accordingly, they

continue to adopt the going concern basis

in preparing these financial statements. More

detail can be found in the financial statements

on page 106.

Board approval: the Strategic Report set

out on pages 1 to 43 has been approved

by the Board.

Stuart Paynter

Chief Financial Officer

20 March 2025

Combination of scenarios 1–4

This represents a severe downside

scenario combining the above risks

and would represent a demand and

operational shock.

Stress test applied: The Group’s reverse

stress test where the long-term viability is

no longer possible, no new partners from

2025, royalties from existing partners

delayed, additional costs from IP defence.

Financial impact: A highly unlikely worst-

case scenario, but revenue, margin and

EBITDA would be materially impacted,

revenue as much as £85 million down over

the assessment period when compared

to base case budget. Discretionary spend

would need to be significantly cut and

external funding would be sought in order

for the business to remain viable.

1 3 75 92 4 86 10

Links to principal risks

46 Ceres Annual Report 2024

Corporate governance

47 Chair’s introduction to governance

48 Board of Directors

51 Executive Committee

52 Corporate governance report

58 Audit and Risk Committee report

62 Remuneration and Nomination Committee report

67 Directors’ Remuneration Report

88 ESG Committee report

90 Directors’ report

Corporate

governance

47Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Chair’s introduction to governance

Dear Shareholder,

I am pleased to introduce the Corporate governance report on

behalf of the Board for the financial year ended 31 December

2024. This year was the first full year of the Company’s listing

on the Main Market of the London Stock Exchange, and we

have applied the principles and provisions of the UK Corporate

Governance Code 2018 to our governance structure and

activities throughout the year.

As a Board, we are committed to the highest standards of

corporate governance, supporting the Board in promoting the

success of the Company over the long term, for the benefit

of our members and stakeholders.

Year in review

The Board has remained focused on the oversight and delivery

of the Company’s strategy, and we are delighted with the

Company’s performance and achievement of several significant

strategic milestones, which are reflected in the Company’s

results. Throughout the year your Board has operated to a full

agenda, discharging its leadership and oversight duties in line

with its annual programme of work.

During the year, in conjunction with the Executive Committee

members, the Board conducted a review of the strategy to

ensure it remained appropriate for the business. This review

considered the strategy in light of developments in the business’s

operating environment, changes in the global economic and

political landscape, and the evolving needs and objectives of our

stakeholders. As part of the review, the Board considered the

Company’s purpose, values and strategy, and was satisfied that

these and its culture remained aligned. As a result of the review,

the Board agreed developments to the Company’s strategy and

culture to further drive commercial performance in line with the

Company’s values.

Board succession planning has worked effectively over the year.

Aidan Hughes stepped down from the Board as an independent

Non-Executive Director at the 2024 AGM and was succeeded

by Caroline Brown as Chair of the Audit and Risk Committee. In

October 2024, Stuart Paynter was appointed as Chief Financial

Officer, succeeding Eric Lakin, who stepped down from the

Board on the same date. Following the year end, Uwe Glock

resigned as the Bosch Representative Non-Executive Director

in February 2025. On behalf of the Directors, I would like to

welcome Stuart to the Board and thank Aidan, Eric and Uwe

for their contributions over the years. All of the Board Directors

in office will stand for re-election by shareholders at the 2025

AGM. In late 2024, the Board appointed Dominic Murray as

Company Secretary, and we look forward to working with him

over the years to come.

To strengthen oversight of risk, the Board approved

enhancements to the role and remit of the Audit Committee,

forming the Audit and Risk Committee. These changes will

increase the time available to Directors and subject matter

experts to consider risk and related topics. To further strengthen

the Company’s approach, the CFO has been charged with the

responsibility for ensuring the effective operation of risk and

internal control frameworks within the business. The Board is

confident that these initiatives will result in close alignment with

best practice changes concerning the oversight of risk under

the UK Corporate Governance Code 2024.

The refreshed Directors’ Remuneration Policy was presented

to shareholders for approval at the 2024 AGM, receiving high

levels of support from our investors. This followed an extensive

consultation process from the Remuneration and Nomination

Committee Chair during which investor views were carefully

considered and were reflected in the proposed policy.

The Remuneration and Nomination Committee considered base

salary levels applied to the Chief Executive and Chief Financial

Officer roles in respect of market competitiveness and to enable

the business to attract and retain high-calibre individuals in these

roles. The results of the review resulted in base salary increases

for both roles, which the Board agrees are appropriate for the

business. The rationale and investor engagement supporting

the decision process are detailed in the Remuneration and

Nomination Committee Report.

This year the Board undertook an externally facilitated Board

performance review, which considered aspects of Board and

Committee performance including meeting structure, Chair

leadership, quality of challenge and decision making, Director

contribution, and quality of Board materials. I am pleased to

report that the Board and its Committees and their respective

Chairs were determined to be operating highly effectively, with

areas for improvement identified during the review, which will be

taken forward in plans for the coming year.

For the year ahead, the Board will remain focused on the

delivery of the strategy for the long-term benefit of our investors

and other stakeholders. The business has a clear mandate to

drive performance, and in support of this the Board will continue

to ensure the Company’s strategy, purpose, values and culture

remained aligned and geared for commercial success.

The Company’s AGM will be held in London on 15 May 2025.

On behalf of the Board, I look forward to welcoming you to the

AGM and thank you for your continued support of the Company.

Warren Finegold

Chair of the Board

20 March 2025

The Board has remained focused

on the oversight and delivery of the

Company’s strategy, which is reflected

in the Company’s results.”

Warren Finegold

Chair of the Board

48 Ceres Annual Report 2024

Corporate governance

Board of Directors

Warren Finegold

Chair of the Board

Philip Caldwell

Chief Executive Officer

Stuart Paynter

Chief Financial Officer

Appointment date

1 March 2020

Nationality

British

Skills and experience

Warren joined the Board as an independent

Non-Executive Director in March 2020 and

became Chair of the Board in June 2020. He

was a member of the Vodafone Group Executive

Committee for ten years, serving principally

as Group Strategy and Business Development

Director. Previously, he was a Managing Director

of UBS Investment Bank, where he held several

senior positions, most recently as Head of the

Technology Team in Europe. Warren has served

on the boards of UBM plc and Avast plc as Senior

Independent Director and as a Non-Executive

Director of Inmarsat plc.

He has an MA in Philosophy, Politics and

Economics from Oxford University and a

master’s degree in Business Administration

from London Business School.

Key strengths

Global business development; plc board

experience; active knowledge of governance

and regulatory matters; strategy development;

capital markets; and mergers and acquisitions.

Appointment date

2 September 2013

Nationality

British

Skills and experience

Phil was appointed Chief Executive of Ceres

in 2013. Under his leadership Ceres has

grown into one of the UK’s most valuable

clean technology companies. Phil has been

instrumental in positioning Ceres as an

asset-light licensing business, establishing

partnerships with global engineering

giants to meet the urgency for low-carbon

power systems and electrolysis for green

hydrogen. Phil has worked in the fuel cell

industry for 20 years, and eight years at

ICI in the Chlor-Alkali Electrolyser Business.

He has a master’s degree in Chemical

Engineering from Imperial College, an MBA

from IESE Barcelona and is a Sainsbury

Management Fellow.

Key strengths

Experienced plc CEO with over ten years in

the public market. Commercialisation of fuel

cell and electrolysis technology across multiple

markets and geographies; strategic delivery;

and team building and leadership.

Appointment date

1 October 2024

Nationality

British

Skills and experience

Stuart was appointed Chief Financial Officer

of Ceres in October 2024. Prior to his

appointment at Ceres, he was most recently

CFO and Board Director of advanced therapies

innovator Oxford Biomedica plc where, in

his seven year tenure, the business grew its

revenue more than five-fold and completed

transactions to successfully internationalise

the business. Stuart also spent eight years at

FTSE 100-listed Shire Plc in various finance

and strategic roles. Stuart is a Chartered

Accountant and has a degree in Physics

from Imperial College.

Key strengths

Extensive financial and commercial experience

across a range of advanced technology sectors.

Strong capital markets; UK governance; and

transformation delivery track record.

Committee membership

Audit and Risk Committee

Remuneration and Nomination Committee

ESG Committee

Disclosure Committee

Independent Non-Executive Director Chair of Committee

E DRN E DRN E D

Julia King

Senior Independent Director

Appointment date

17 June 2021

Nationality

British

Skills and experience

Julia joined the Board as an independent

Non-Executive Director in June 2021. Julia is

an engineer with extensive experience across

industry, academia and government and a

focus on climate change and the low-carbon

economy. She has held senior roles at

Rolls-Royce plc, the University of Cambridge,

Imperial College and as Vice Chancellor and

Chief Executive of Aston University. She is

currently Chair of The Carbon Trust and Frontier

IP plc, a Non-Executive Director of Ørsted, and

Senior Adviser to Holtec UK. Julia is Chair of the

Adaptation Committee of the Climate Change

Committee and was a member of the BEIS

Hydrogen Advisory Council. Julia is a Fellow of

the Royal Academy of Engineering, the Royal

Society of London and the Academy of Medical

Sciences, and was awarded a DBE for services

to higher education and technology. She sits in

the House of Lords as the Baroness Brown of

Cambridge and is a member of the Intelligence

and Security Committee.

Key strengths

Industry knowledge; academic knowledge;

and climate change expertise.

E RN I

49Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Trine Borum Bojsen

Non-Executive Director

Appointment date:

15 March 2022

Nationality

Danish

Skills and experience

Trine joined the Board in March 2022 and is

the Employee Engagement Director. She is the

Senior Vice President of Europe Renewables

in Equinor with profit and loss accountability

for origination, development, construction and

operation of offshore wind assets. Previously,

Trine was Chief Operating Officer of Copenhagen

Offshore Partners, a leading provider of project

development and construction management

services to offshore wind projects worldwide.

Prior to that, Trine held senior management

posts at Ørsted and also served on a number of

boards and key committees within the company.

She is currently a Non-Executive Director

of MacArtney A/S Denmark, BeGreen A/S,

Danske Commodities A/S and DI Danish Energy

Industries. Trine has an M.Sc in Engineering from

the Technical University of Denmark and a Board

Certificate from Copenhagen Business School.

Key strengths

Renewables market knowledge; technical

expertise; and stakeholder relationship building.

Karen Bomba

Non-Executive Director

Caroline Brown

Non-Executive Director

William Tudor Brown

Non-Executive Director

Appointment date

1 June 2023

Nationality

American

Skills and experience

Karen joined the Board on 1 June 2023. She

has 37 years of experience in the engineering

industry, most recently at Smiths Group

where she was latterly President of Smiths

Interconnect until 2020.

Previously, Karen spent her career in various

technical and managerial roles at Northrop, Hitco

Carbon Composites (SGL), Zoltek Companies

and Safran Group SA, where she was CEO of

Messier-Bugatti USA, Chair and Chief Executive

of Labinal (now Safran Electrical and Power) and

President and CEO of Morpho Detection. She

is currently a Non-Executive Director of Ultra

Electronics UK Holdings Ltd and of Wärtsilä

Oyj Abp. Karen has a Bachelor of Science

in Mechanical Engineering from Rensselaer

Polytechnic Institute, USA, and a Certificate of

Financing and Deploying Clean Energy at the

Yale School of Business and the Environment.

Key strengths

Technology; global industry; transformation;

strategic development; and plc board experience.

Appointment date

1 June 2023

Nationality

British and Irish

Skills and experience

Caroline joined the Board on 1 June 2023 and

has over 20 years’ main board experience as a

non-executive director. She is currently Chair

of Audit and Risk at FTSE 250 IP Group plc,

a Non-Executive Director of CAB Payment

Holdings plc and FTSE small-cap Luceco plc,

and a member of the global partnership council

of Clifford Chance LLP. Caroline has delivered

business strategy across EMEA, the Americas,

India and the Far East in commercial leadership

roles for FTSE 100 groups, mid-cap companies

and innovative small and medium-sized

enterprises. Her early career was in corporate

finance with BAML (New York), UBS and HSBC

advising global corporations and governments.

Caroline has a First in Natural Sciences and

a PhD in Chemistry from the University of

Cambridge and is a Fellow of the Chartered

Institute of Management Accountants.

Key strengths

Strategy development; commercial experience;

finance and risk; and plc board experience.

Appointment date

1 April 2021

Nationality

British

Skills and experience

Tudor joined the Board in April 2021. He

is one of the founding members of ARM

Holdings plc, where until 2012 he was on

the board of directors and President of ARM

Holdings plc. Tudor is a seasoned independent

Non-Executive Director, with considerable

experience in director remuneration matters,

and a current Non-Executive Director of Marvell

Semiconductor listed on Nasdaq. He previously

held long tenures as a Non-Executive Director

of several major international companies,

the most recent being the Hong Kong listed

Lenovo Group.

Tudor received an MA degree in Electrical

Sciences from the University of Cambridge.

He is a Fellow of the Institution of Engineering

and Technology and a Fellow of the Royal

Academy of Engineering. He was awarded

an MBE in 2013.

Key strengths

Technology; global industry; and licensing.

ARN A III IA RN

Committee membership

Audit and Risk Committee

Remuneration and Nomination Committee

ESG Committee

Disclosure Committee

Independent Non-Executive Director Chair of Committee

Ceres Annual Report 202450

Corporate governanceCorporate governance

Nannan Sun

Non-Executive Director

Appointment date:

27 September 2023

Nationality

Chinese

Skills and experience

Nannan joined Ceres in September 2023 and

is the Weichai-nominated Non-Executive

Director as part of the strategic collaboration

agreement with Weichai. Nannan is a senior

engineer with a doctorate in Engineering

from Shandong University and is currently

the Assistant President of Weichai Power and

President of the Future Technology Institute

of Weichai Power. Nannan is responsible

for product and technology research and

development having joined Weichai Power

in July 2015, and has served as the Vice

President of the Scientific Research Institute,

the President of the Science and Technology

Research Institute, and the Vice President of

the Future Technology Research Institute.

Key strengths

Relationship with Weichai; Chinese market

knowledge; and technology.

<1 year 1 Director

>1 year 3 Directors

>2 years 1 Director

>3 years 3 Directors

>8 years 0 Directors

>10 years 1 Director

Female 5 54.5%

Male 4 45.5%

Independent 5 63%

Non Independent 3 37%

Board of Directors: tenure

Board of Directors: gender

Board Independence (excluding the Chair)

Board of Directors continued

1. Chart data reflects the position as at the date of this report, Uwe Glock, Bosch

Representative Non-Executive Director, having resigned on 19 February 2025.

51Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Executive Committee

Filip Smeets

Chief Commercial Officer

Michelle Traynor

Chief People Officer

Mark Garrett

Chief Operating Officer

Stuart Paynter

Chief Financial Officer

Caroline Hargrove

Chief Technology Officer

Nick Lawrence

Chief Product Officer

Philip Caldwell

Chief Executive Officer

Filip joined Ceres in

September 2024. He is a

seasoned Executive with

over 20 years of global

leadership experience in

cleantech and chemical

industries, specialising in

strategic growth, business

transformation and

market leadership.

As Chief Commercial Officer,

he leads the Company’s

commercial strategy, licensing

partnerships and market

expansion in solid oxide

fuel cell and electrolysis

technologies.

Before joining Ceres, Filip

was Senior Vice President

at Nel Hydrogen, where

he led the Electrolyser

Division, overseeing

product development,

sales and operations.

Michelle joined Ceres in

2019 and is responsible for

all aspects of the people

strategy to support the

ongoing growth of the

business. With over 20 years’

experience gained across

technology, manufacturing

and professional services,

her skillset encompasses all

aspects of HR and expands

beyond this into wider

business operations.

Prior to Ceres, she was

Chief Operating Officer for

ASB Law, having initially

joined as Head of Human

Resources and Development.

Michelle is a chartered

member of the CIPD and

holds a master’s degree in

Personnel Management.

Mark joined Ceres in August

2020. Prior to this he was

at Ricardo plc for 22 years,

holding a variety of leadership

positions including Chief

Operating and Chief Strategy

Officer roles.

Mark has considerable

experience in bringing

new products to market,

operational performance and

IP-based innovation in the

transport and energy sectors.

Mark is Non-Executive

Chair of SBD Automotive

Limited, an automotive sector

consultancy, a Fellow of the

Institution of Mechanical

Engineers and the Royal

Academy of Engineering,

and a member of Brunel

University Council.

Biography on page 48.

Caroline joined Ceres in 2021

as Chief Technology Officer

following three years as a

Non-Executive Director of

Ceres. She started her career

as a lecturer in Engineering

at Cambridge, followed by

various roles in McLaren

F1, mainly focused on the

development of digitalisation

and the first F1 simulator.

She was previously CTO

of Babylon Health, and

worked in a range of sectors

from motorsport to health,

elite sports, manufacturing

and energy.

Caroline is also a Fellow

of the Royal Academy of

Engineering, was Visiting

Professor at Oxford from 2015

to 2018 and holds a PhD in

Applied Mechanics. In 2020,

she received a CBE for

services to engineering.

Nick joined Ceres in 2016,

during which time he has

been a driving force in

the acceleration of Ceres’

ambitions to be a world leader

in solid oxide technology.

Nick has worked across

a number of technology

disciplines including

engineering, digitalisation,

modelling and AI.

As a member of Ceres’

Executive Committee, Nick

leads our talented product

organisation to deliver best-in-

class products for our existing

and future partners.

He is a Chartered Engineer,

a member of IMechE and

has a MEng degree in

Engineering Science from

Oxford University.

Biography on page 48.

52 Ceres Annual Report 2024

Corporate governance

Corporate governance report

A solid foundation of governance

The Board of Directors

The Board of Directors (the “Board” or “Directors”) sets the

purpose, vision and strategy for the Company and ensures

that the culture, key to the Company’s longevity and success,

is aligned. It approves the business plan and budget, monitors

performance and ensures that the necessary resources are in

place to support the achievement of the Company’s strategic

objectives. Ensuring the long-term sustainability of the Company

and creating value for shareholders and other stakeholders are

critical to its role.

During the year the Board undertook its annual strategic review

in conjunction with the Executive Committee. More details on

the Company’s strategy can be found in the Strategic Report

on pages 33 to 34.

The Board ensures that there is a robust system of internal

controls and a risk management framework within which the

Company can operate safely and effectively, enabling it to take

advantage of opportunities and to identify and mitigate risks.

More information on the risk management framework can be

found on pages 39 to 42 and on internal controls in the Audit

and Risk Committee Report on pages 58 to 61.

Succession planning for key management and Board roles is

imperative to ensure that the balance of skills and experience

is maintained and that the Company has a robust and diverse

pipeline of talent to safeguard its future. More information can

be found in the Remuneration and Nomination Committee

Report on pages 62 to 66.

The Non-Executive Directors perform a critical role, holding

management to account and providing strategic guidance and

constructive challenge. More details on all the Directors, along

with the key skills and knowledge they bring to their roles,

are set out on pages 48 to 50.

Terms of Reference for all the Committees of the Board can

be found on our website at: https://www.ceres.tech/about-us/

committees/

Meetings

The Board met ten times in 2024 (including for an off-site

strategy meeting). The attendance of each Director is set

out in the chart below. Meetings are held both in person and

virtually and any Director unable to attend is invited to submit

their views and comments on the papers circulated to the

Chair of the Board (or the Committee Chair), who ensures

these are reflected in the Board (or Committee) discussions

and decision making.

In-person meetings are held at various locations throughout the

year to enable Directors to use their time efficiently and include

meetings at the Company’s offices in Horsham, which enables

the Board to interact and engage with colleagues more easily.

Board meeting agendas are carefully constructed to ensure

that there is sufficient time for considered debate and challenge

and that appropriate time is spent on key matters such as

strategy and performance. The Board receives reports at

each meeting from the Chief Executive and other Executive

Committee members on specific areas of operation and

performance which capture the activities of the Executive

Committee and the Steering Committees (the governance

framework is illustrated on page 56). More information about

the activities of the Board during the year can be found on

page 53 of this report and also in the Stakeholder engagement

and Section 172(1) statement sections on pages 27 to 30.

After every Board meeting has concluded, the Chair meets

with the Non-Executive Directors to discuss the operation of

the Board and the performance of the Executive Directors

and senior management. The Chief Executive Officer joins

these meetings at their conclusion to receive feedback.

Attendance table

Board

Restricted

Board

Audit

and Risk

Remuneration

and

Nomination ESG

Warren

Finegold 10 (10) 7 (7) 6 (6) 6 (6)

Julia King 10 (10) 7 (7) 6 (6) 6 (6)

Caroline Brown 10 (10) 7 (7) 5 (5)

Tudor Brown

(10) 7 (7) 5 (5) 6 (6)

Karen Bomba 10 (10) 7 (7) 5 (5) 6 (6)

Trine Borum

Bojsen

10 (10) 7 (7) 5 (6)

Uwe Glock 10 (10)

Nannan Sun

(10)

Phil Caldwell

10 (10) 6 (7) 6 (6)

Stuart Paynter

1 (1) 1 (1)

Eric Lakin

2,6

6 (7) 5 (5)

Aidan Hughes

3 (3) 3 (3) 3 (3)

1. The attendance table shows the number of meetings attended followed

by the maximum number of meetings the Director was entitled to attend

(in brackets).

2. Tudor Brown, Eric Lakin and Nannan Sun were each unable to attend one

of two Board meetings held by video conference at short notice, and in

short succession, during July 2024.

3. Trine Borum Bojsen was unable to attend one ESG Committee meeting

due to an unavoidable business conflict arising at short notice.

4. Phil Caldwell was unable to attend one Restricted Board meeting due

to overseas business travel.

5. Stuart Paynter was appointed on 1 October 2024, attending one

Board meeting during the year in line with his pre-agreed availability.

6. Eric Lakin stepped down from the Board on 1 October 2024.

7. Aidan Hughes stepped down from the Board on 16 May 2024.

53Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Board activities

Board agenda for 2024

Board topics discussed at meetings held by financial quarter: Q1 Q2 Q3 Q4

Strategy and implementation

CEO review including strategy actions and progress against KPIs, business

development reports from the Chief Operating Officer, Chief Commercial Offer,

Chief Technology Officer and Chief Product Officer, overview of

stakeholder engagement

CFO review including financial performance, budget approval, financial

performance and delivery against business plan, treasury, tax, risk oversight

Commercial pipeline encompassing development opportunities through to

recommendation of licensing contracts

Deep dive agenda items of strategic importance including legal/governance/IP,

operations and information security, commercial, technology, human resources,

cyber risk

Board strategy day: purpose and values alignment with strategy

Financial reporting and oversight

Review and approval of full year results

Review of half year results

Review of quarterly trading updates

Risk

Formal bi-annual major risk assessment process

Approval of Principal risks and uncertainties

Considered and set risk appetite for the Board

Requested full review of risk process in light of corporate governance changes

Governance

Approve AGM Notice and business of the meeting

Received reports from the Audit and Risk, Remuneration and Nomination

and ESG Committees

Updates on legislative, regulatory and best practice developments, and

review and approval of insurance arrangements, governance documents,

Group policies

Effectiveness

Annual Board evaluation process and outturn

Annual and ad-hoc review of Directors’ conflicts of interest

There were ten Board meetings held during 2024 as detailed on page 52.

Compliance with the UK Corporate Governance Code 2018

The Company has applied the principles of

the Financial Reporting Council’s (“FRC”)

UK Corporate Governance Code 2018 and

complied with the provisions throughout the

year ended 31 December 2024. The full text

of the UK Corporate Governance Code 2018

can be found on the FRC’s website at

www.frc.org.uk. The following table sets out

the principles of UK Corporate Governance

Code 2018 and signposts the location of

supporting information within this report,

and on our Company website.

A Board effectiveness Pages 46-57

B Purpose, values, strategy and culture Pages 1-45 and 46-57

C Board decision making Pages 27-30 and 46-57

D Engagement with stakeholders Pages 27-30 and 46-57

E Oversight of workplace policies and practices Pages 46-100 and website

F Role of the Chair Pages 46-57 and website

G Independence and division of responsibilities Pages 46-57 and website

H External commitments and conflicts of interest Pages 46-57

I Board resources Pages 46-57

J Appointments to the Board and succession planning Pages 62-66

K Board composition and length of tenure Pages 46-57 and 62-66

L Board evaluation Pages 54 and 66

M Financial reporting, external and internal audit –

independence and effectiveness Pages 58-61 and 94-137

N Fair, balanced and understandable assessment Pages 58-61 and 90-93

O Risk management and internal controls Pages 39-42 and 58-61

P Remuneration policies and practices,

Executive remuneration Pages 62-87

Q Remuneration Policy Pages 73-78

R Independent judgement and discretion Pages 62-66 and 67-87

www.ceres.tech/about-us/

corporate-governance/

54 Ceres Annual Report 2024

Corporate governance

2024 findings and actions

The review found that the Board had a number of

strengths: it was engaged and ambitious for Ceres, with

substantive evidence that it was delivering significant and

positive outcomes for the business by embedding a robust

governance framework suitable for a newly FTSE listed

Board; contributing to the recent strategic pivot to include

SOEC alongside SOFC technology; and supporting the

recent restructure with appropriate focus on cost and some

important Executive changes to ensure the business has the

right leadership for the future.

The culture of the Board was found to be constructive,

thoughtful and disciplined.

The opportunities identified in the review included:

• To consider the Board objectives for FY25;

• Reviewing the strategic priorities and cohere around

which strategic topics require Board time;

• Formalise and discuss Executive succession with the

whole Board;

• Keep working on developing the inclusivity of the

Board culture; and

• Improve the quality of Board papers.

The review of the Committees found improvements

in how they are functioning, with effective Chairs who

worked with management and advisers in a positive,

supportive and, where necessary, challenging way to

ensure that the Committees deliver impact.

The review of the Chair was also positive and confirmed

that Warren Finegold continued to lead the Board

well and to have the respect of both Executive and

Non-Executive Directors.

Corporate governance report continued

The Board review process

1. Scoping

The scope of the review was to assess the effectiveness of

the Board and Committees, to understand their strengths and

weaknesses, to develop a set of future priorities to continue to

improve the effectiveness of the Board in the context of Ceres’

purpose and strategy, and to support the SID with the annual

review of the Chair.

2. Document review

Bvalco conducted a desktop review of key Board materials

such as the Board and Committee papers from the prior year

and the forward agenda, as well as details of Ceres’ purpose

and strategy.

3. Interviews

In-depth interviews were held with the individual Board

members, the Company Secretary and Group General Counsel,

and some members of senior management. The topics for

consideration were shared prior to the individual interviews

and the discussions remained confidential at all times.

4. Board and Committee observations

Bvalco attended the September Board and Committee

meetings to enable it to form an independent view of the

meeting dynamics, before providing an interim report on the

findings.

5. Report and recommendations

An initial draft report was discussed with the Chair, SID,

Committee Chairs and Company Secretary before a final written

report was presented to the Board in December, and Alison Gill

invited discussion on the report’s findings and recommendations

and agreed to actions the Board would take as a result. No views

were attributed to any individual in the final report.

Board performance review

A review of the performance of the Board, its Committees, the

Chair and individual Directors is undertaken annually. The review

aims to identify the Board’s strengths and any opportunities

for improvement, as well as highlighting any training and

development needs.

The Board follows a formal three-year cycle for an externally

facilitated annual review. The 2021 Board evaluation was

externally facilitated, and therefore the 2022 and 2023

performance reviews were facilitated internally by the Nomination

and Remuneration Committee. Further information on these

reviews can be found in previous Annual Reports.

In keeping with the three-year cycle, the 2024 Board

performance review was facilitated by a third party, Alison Gill

and Peter Snowdon of Bvalco, who have no connection with

the Group or individual Directors.

Bvalco follow the Code of Practice from the Board

Effectiveness Guild. A summary of the process followed and the

findings is set out on this page.

Selection of third-party facilitator

1. Longlist

The Company Secretary reviewed the Board performance

market and sought the views of the Chair, Senior Independent

Director (SID) and Directors with experience of the UK-listed

market to compile a longlist for consideration. A Request For

Proposal (RFP) was prepared and sent to potential facilitators.

2. Shortlist and evaluation

The responses to the RFP were reviewed by the Chair, SID and

Company Secretary, who undertook an evaluation in terms of

approach, experience, people and value for money.

3. Selection

A shortlist of two was considered by the Chair and SID before

Bvalco were selected as the preferred provider and a letter of

engagement signed in August 2024.

55Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Division of responsibilities

The roles and responsibilities of the Chair, Chief Executive

Officer, Senior Independent Director and Company Secretary

are set out on the Company’s website at:

www.ceres.tech/about-us/

corporate-governance/

The Chair leads the Board and is responsible for its

effectiveness in directing the Company. The Chair is supported

by the Company Secretary to ensure that the Board has all the

necessary information and resources it needs, in the format it

requires and in a timely manner to operate efficiently and make

well-informed decisions. A forward plan for the current and

following year ensures that the Board and its Committees are

covering critical topics in a timely manner.

The Senior Independent Director (“SID”) provides a sounding

board to the Chair as well as the other Non-Executive Directors

and acts as an intermediary between them and shareholders

if required.

The Chair, Chief Executive Officer and Company Secretary

meet regularly outside of the formal meeting schedule to

plan meeting agendas, discuss strategy, performance and

current issues. These informal meetings allow transparency

and openness, which encourage constructive and objective

critical debate in meetings. The Chair also meets with members

of the Executive Committee throughout the year.

The Board operates under its schedule of Matters Reserved

to the Board, which ensures that significant decisions are

always taken at the right level and with the appropriate amount

of scrutiny and challenge. Underneath this schedule sits the

Delegation of Authority Policy, which further sets out the

approval levels for the day-to-day operation of the business.

Both documents are kept under review to ensure that they

remain current and appropriate and are updated as required.

The schedule of Matters Reserved to the Board is available

to view on our website at:

www.ceres.tech/about-us/

corporate-governance/

In order to discharge its responsibilities effectively and in a

timely manner the Board discharges certain responsibilities

through Committees of the Board, which comprise the Audit

and Risk Committee; the Remuneration and Nomination

Committee; the ESG Committee; and the Disclosure Committee.

More information on these Committees can be found in their

specific reports and in this Corporate governance report.

The framework of governance within which the Board and

Executive Committee operate is set out on page 56 of

this report.

Stakeholder engagement

The Board is accountable to the Company’s shareholders and

seeks ways to engage with them to fully understand their views.

Regular communication through the various channels of the

Regulatory News Service, media, face-to-face meetings, investor

roadshows and conferences, press interviews and the Annual

General Meeting ensures that shareholders are kept informed

of the progress of the Company. The Company’s website is

kept up to date with all announcements and Annual Reports.

Trine Borum Bojsen is the Board’s designated Employee

Engagement Director and throughout the year has met

with colleagues across the business in dedicated employee

engagement sessions at both the Horsham and Redhill sites and

at Connect meetings (Ceres’ social employee forum). In March,

in support of International Women’s Day, Trine participated in

a fireside chat with our female graduates, creating an open

exchange of ideas and experience, which was well received

and shared with the wider organisation.

The ESG Committee and the Board received the results of the

annual employee engagement survey, which ensured they were

cognisant of the levels of engagement across the business and

had visibility of the issues which really mattered to employees

at Ceres.

The Company engages with all its stakeholders in many

different ways and more information on how it has done so

during 2024, along with how Board decisions have taken into

account stakeholder views, can be found in the Stakeholder

engagement section on page 27 of the Strategic Report.

The Board welcomes shareholder attendance and participation

at its Annual General Meeting in 2025 and all Directors and

Committee Chairs will be available to answer questions.

Disclosure Committee

The assessment of the existence of inside information and

determining whether disclosure to the market is required is in

the first instance a PLC Board matter. However, if the discussion

of such a matter by the full Board would be inappropriate

due to a conflict of interest, or on occasions where the

Board cannot be convened sufficiently rapidly, the Disclosure

Committee assumes this responsibility. In any event it meets

at least annually to ensure that the procedures and controls

in place relating to the identification and management of

inside information are sufficient. Membership of the Disclosure

Committee comprises the Chief Executive Officer, Chief

Financial Officer, Company Secretary, and Chair of the Board.

The Terms of Reference for the Disclosure Committee can be

found at: www.ceres.tech/about-us/corporate-governance.

56 Ceres Annual Report 2024

Corporate governance

Governance framework

Shareholders and other stakeholders

The owners of the Company and those with an interest in its long-term sustainable success

More information on how the Board has considered and engaged with its stakeholders can be found in the S172(1) Statement on pages 29 to 30

PLC Board, Restricted PLC Board

More information on the activities of the Board can be found on page 53

Promotes the long-term sustainable success

of the Company; sets purpose, values,

culture and strategy

Oversees and monitors delivery of the

strategy through systems of internal control

and risk management

Decisions take into account Director

responsibilities under S172 of the

Companies Act 2006

Audit and Risk Committee

Oversees and receives reports on financial

reporting, risk management, internal

controls and the activities of external and

internal audit functions

Management governance structure

Operations and business implementation

Executive Committee

Weekly meetings: operational matters, risk review meetings

Quarterly business reviews

Assessment and monitoring of performance and progress;

and identifies necessary adjustments

Strategy meetings

Strategy review and proposal to PLC Board

More information on the members of the Executive

Committee can be found on page 51

Operational ESG Committee

Environmental and social plans and actions and related governance activity

Reporting and publications; policies and procedures; and ESG risk management

Remuneration and Nomination

Committee

Sets Remuneration Policy for Chair,

Executive Directors and Senior Management;

reviews composition and skills and

recommends appointments to the Board

ESG Committee

Oversight and monitoring of environmental

and social strategies and actions of the

Company and related governance activities

and publications

Disclosure Committee

Assesses the existence of inside

information and whether disclosure to the

market is required (in the absence of the

PLC Board); and ensures procedures and

controls in place

More information on the Committees of the Board can be found on pages 58 to 89

Accountability

Reporting

Corporate governance report continued

More information can be found on our ESG Committee on page 88

57Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Culture and values

Ensuring the culture of the business aligns with the Company’s

strategy and that Ceres’ values are at the heart of business

strategy and decision making remains a priority for the Board.

The Company’s values are set out on page 2.

The Executive Management Committee is responsible for

ensuring these values are demonstrated to employees on a

day-to-day basis and through the implementation of policies

and procedures. Regular communications and mandatory

annual training programmes, including a refresh of employees’

understanding of the Company’s Code of Conduct & Business

Ethics, helps to embed the desired attitudes and behaviours

throughout the business. 2024 also saw the launch of our

inaugural Ceres awards, aligned directly to the values,

showcasing the exemplary performance, behaviours and results

of our talented workforce.

The Board undertakes a deep dive into an operational area

at most of its meetings, and the HR deep dive undertaken

during the year further enabled the Board to obtain a clear

understanding of the progress made and future plans relating

to cultural development, organisational design, performance

management and reward.

Following on from the restructure undertaken during 2024,

the business plans to formalise internal stakeholder management

and employee engagement by establishing a formal employee

engagement forum in conjunction with the elected employee

representatives. This forum aims to enhance communication and

engagement between employees, the Company and the Board

by providing a structured platform for employee representatives

to come together to share the views of their colleagues and

contribute to the shaping of the workplace environment and

input into the decision-making process regarding people-related

topics. In her designated role of Employee Engagement Director,

Trine Borum Bojsen will participate in these meetings at least

twice a year.

Speaking up

The Company’s Speak Up Policy enables employees and third

parties (which includes consultants, contractors and casual and

agency workers) to report any concerns that they do not feel

they can raise with their Line Manager to a restricted access

email address.

Concerns can be dealt with anonymously if the reporter wishes,

and any parties concerned in the report are removed from the

investigation process. Concerns are investigated thoroughly and

the Audit and Risk Committee receives an annual report on key

themes, outcomes and actions identified.

The Board reviews interests on an ongoing basis but also

formally reviews annually the Interests Register to ensure its

assessments of independence remain current.

The Board concluded that all the Non-Executive Directors

(including the Chair) are independent in compliance with the

Code, with the exception of Uwe Glock and Nannan Sun who,

as nominee Directors of Bosch and Weichai Power respectively,

represented major shareholders. Therefore, in compliance with

Code requirements, at least half the Board (not counting the

Chair) were considered independent during the year.

The Non-Executive Directors do not receive any remuneration

other than their fees and reimbursement for expenses incurred.

They do not participate in any share option, bonus or pension

arrangement. Non-Executive shareholdings are not considered

sufficiently material to affect the Board’s assessment of their

independence. More details on the Non-Executive Directors’

fees are set out in the Directors’ Remuneration Report.

Conflicts of interest

The Company operates a Conflicts of Interest Policy and in

addition, specifically for Board members, an Additional External

Appointments Policy. The Conflicts of Interest Policy is provided

to all employees on induction with training, which must be

refreshed annually.

Under the Additional External Appointments Policy, Directors

are required to seek approval from the Board prior to accepting

any external appointments. The Board holds an Interests Register

for the Directors, which it reviews annually and declarations

of potential conflicts of interest with any item on a meeting

agenda are stated at the start of each meeting of the Board

and its Committees. Where such a conflict is deemed to arise,

the Director concerned is not party to the discussions and

decision making.

Whilst the majority of business is conducted by the entire

Board, an additional Restricted Board meeting is held without

the non-independent Non-Executive Directors present, covering

items for which they would be conflicted.

Internal controls and risk management

Ensuring the Company has a sound and robust system of

internal controls and a risk management framework that enables

the effective management of risk is a key responsibility of the

Board. The Board has delegated responsibility of the oversight

of internal controls to the Audit and Risk Committee and more

information on the work of the Committee can be found on

pages 58 to 61. The Board reviews the risk register regularly

and annually reassesses its risk appetite for the business. More

information on the risk management framework can be found

on pages 39 to 42.

Board support

All Directors have access to the Company Secretary for

support and advice on governance matters. They have the right

to seek independent legal or other professional advice at the

Company’s expense in the furtherance of their duties.

Newly appointed Directors are provided with a tailored

induction that includes a briefing on their responsibilities and

duties as a Director by the Company Secretary and role specific

meetings and introductions to the business.

Formal and ad hoc training, conferences and seminar

opportunities are offered to all Directors and specific briefing

sessions arranged as required. Directors are briefed on current

developments, best practice and governance and regulatory

issues throughout the year.

Board independence (excluding the Chair)

Independent 56%

Non-independent 44%

As at 31 December five of nine Board

Directors were considered independent.

Ceres Annual Report 202458

Corporate governance

Audit and Risk Committee report

The role of the Committee has been

developed to discharge a greater

degree of oversight over internal

control and risk management on

behalf of the Board, and to address

the best practice recommendations

of the 2024 UK Corporate

Governance Code.”

Caroline Brown

Chair of the Audit and Risk Committee

Introduction

I am pleased to present the Audit and Risk Committee (the

“Committee”) Report for the year ended 31 December 2024.

The Audit and Risk Committee assists the Board in ensuring the

integrity of Company’s financial reporting. As part of this remit,

the Committee reviews the operation of the Company’s internal

controls and risk management framework, approves the internal

audit plan and oversees the engagement, monitoring and

effectiveness of the internal and external auditors.

Over the year the role of the Committee was developed to

discharge a greater degree of oversight over internal control

and risk management on behalf of the Board. These changes

in remit and approach have been reflected in the mandates

of the internal audit and management teams and will continue

to be an area of Committee focus going forwards.

Committee composition

The Committee comprises three Independent Non-Executive

Directors. Karen Bomba joined the Committee in February

2024, Aidan Hughes retired in May 2024 and I assumed the

role of Chair of the Audit and Risk Committee at the conclusion

of the 2024 AGM. As a whole, the Committee has recent

and relevant financial experience and also specifically of the

fuel cell and engineering sectors. More details on the skills

and experience of the Committee members can be found

on pages 48 to 49.

Other Board members are invited to attend Committee meetings,

and the Chair of the Board attends on a regular basis, although

is not a member of the Committee. The Executive Directors,

finance team members, Grant Thornton the outsourced internal

auditor, and the BDO LLP external audit team all attend

meetings as required.

Briefing sessions are held between the Chair and the Senior

Audit Partner, the outsourced internal auditor and the Chief

Financial Officer independently prior to Committee meetings.

Role of the Committee

The Committee’s role is to support the Board in the oversight

of financial and internal controls, financial reporting and risk

management. Its main duties include:

• Monitoring the integrity of the financial statements of the

Company including significant financial reporting judgements;

• Reviewing the Company’s system of internal controls

(including financial, operational, reporting and compliance

controls) and risk management framework;

• Providing advice (where requested by the Board) on whether

the Annual Report and Accounts, taken as a whole, is fair,

balanced and understandable;

• On behalf of the Board reviewing and monitoring the

Company’s risk management systems and internal controls

and their effectiveness, and ensuring a robust assessment

of principal risks facing the Company;

• Reviewing the arrangements for speaking up in confidence,

procedures for detecting fraud and bribery, and any actions

to be taken on non-compliance;

• Reviewing the internal audit function and effectiveness

and approving the internal audit plan;

• Reviewing and monitoring the effectiveness of the

external auditor, satisfying itself of the independence and

objectiveness, and approving the terms of engagement

and remuneration; and

• Approving and monitoring the operation of the Company’s

Non-Audit Fees Policy.

Committee membership

Caroline Brown (Committee Chair)

Karen Bomba

Tudor Brown

59Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Key activities 2024

The Committee met five times during the year, with meetings

timed to coincide with key dates within the financial reporting

and audit cycle. Attendance by members is set out on page

52 of the Corporate governance report. The key activities

undertaken by the Committee are set out below:

Financial and narrative reporting

During the year the Committee:

• Reviewed the full and half year results and associated

announcements and recommended them to the Board

for approval;

• Reviewed the Group’s Annual Report to consider, whether

taken as a whole, it was fair, balanced and understandable and

whether it provided the necessary information required for

shareholders to assess the Company’s position, performance,

business model and strategy and recommended it to the

Board for approval; and

• Considered the appropriateness of the Group’s accounting

policies and practices, focusing on areas of significant

management judgement or estimation and questioned the

rationale for decisions taken in application of the policies.

Significant financial reporting matters

The Committee received and considered reports from the Chief

Financial Officer in respect of the Group’s material accounting

judgements and estimates, and subsequently approved the

disclosure set out in Note 1 to the Group’s financial statements.

These are also discussed in the independent auditor’s report on

page 95, and were considered in the Chief Financial Officer’s

statement on page 35.

The Committee considered the following significant financial

reporting matters, estimates and judgements, amongst others,

when approving the Group financial statements for the year

ended 31 December 2024:

Revenue recognition in respect of customer contracts

During the year, the Group recognised revenue of £51.9 million

(2023: £22.3 million) relating to commercial and development

contracts with customers. Further details are set out in Note 2

to the Group financial statements.

The Group’s material contracts generally involve the provision

of a number of services typically including technology transfers,

development licences, engineering services and the provision

of technical hardware. Significant judgement is required at

contract inception to allocate revenue and value the different

performance obligations. The Audit Committee reviewed the

judgements and estimates applied by management during the

year when accounting for revenue recognition and considers

them to be appropriate.

In addition, during the year the Committee has reviewed

management’s ongoing judgements applied to recognising or

not recognising revenue for the significant Doosan and Bosch

collaboration agreements. This included a review of estimates

used for percentage completion based on forecast labour

hours. The Committee noted that management had adopted

an appropriate approach in accordance with IFRS 15, focusing

on minimising judgement risk for the new Delta, Denso and

Thermax agreements signed in 2024.

Intangible assets (capitalised development costs)

The Group began capitalising development costs as internally

generated assets from 2019 in accordance with IAS 38. Since then

the Group has reviewed and assessed all customer and internal

development programme expenditure to ascertain whether it

is appropriate to capitalise development costs under IAS 38.

The assessment process requires significant judgement to

be applied by management in respect of identifying whether

a particular project has passed the relevant milestone gate,

whether costs meet criteria to be capitalised, commercial

net present value to begin capitalisation, confirming when

development activities are completed and therefore ceasing

capitalisation of costs, in assessing appropriate periods of

amortisation and considering the need for any impairments.

The Committee reviewed management reports summarising

the treatment of capitalised costs during the year, together with

reviewing reporting from the external auditor on the subject,

and is satisfied that the accounting treatment and disclosure of

capitalised development costs are appropriate.

The Committee noted that during 2024 the 640 programme

met the criteria for cessation of capitalisation and in line with

IAS 38 capitalisation stopping indicates the commencement of

amortisation. There is significant judgement around the period

in which to amortise the intangible asset, but the Committee

agreed the amortisation period of seven years is reasonable

and in line with the Group’s accounting policy.

Further details setting out the accounting policies relating to

capitalised development costs, amortisation and the amounts

capitalised during the period are provided in Note 11 to the

Group financial statements.

• Recommended for approval final and interim financial

results and related statements;

• Reviewed Going Concern and Viability Statements;

• Recommended for approval Annual Report and

Accounts 2023;

• Recommended for approval Tax Policy and strategy;

• Reviewed the operation of the Anti-Bribery and

Corruption Policy;

• Approved external audit fees;

• Monitored the operation of the Non-Audit Fees Policy

and received reports;

• Reviewed annual health and safety and Speak Up reports;

• Reviewed risk register, principal risks and uncertainties

and risk framework;

• Reviewed and monitored operation of the Treasury Policy;

• Reviewed external audit plans;

• Recommended the reappointment of the external auditor;

• Reviewed and revised the Committee Terms of

Reference and remit for risk; and

• Considered the Committee performance.

60 Ceres Annual Report 2024

Corporate governance

Provisions relating to warranty and dilapidations

As at 31 December 2024, the Group held provisions of

£2.3 million (2023: 2.3 million) for property dilapidations and

£0.4 million (2023: £0.6 million) for warranties. The Committee

reviewed the approach for assessing these provisions with

management, noting that professional advisers had updated

the assessment of the dilapidations provision for 2024.

The warranty provision consists of constructive obligations and

the Committee reviewed management’s assessment of the

provision, which was based on past performance, customer

expectations and a weighting of outcomes.

Further details around provisions are set out in Note 21 to the

Group financial statements.

Impairments

At 31 December 2024, the Group held an investment of

24.2% of the share capital of RFC Power Limited, valued

at £2.2 million. The Committee reviewed managements’

assessment of the investment, noting that the RFC board

frequently assessed the liquidity position of the company

and considered RFC to be a going concern. The Committee

concluded in agreement with management that no impairment

of the asset was appropriate as at the date of this report,

and that this judgement would continue to be monitored.

Internal audit

Grant Thornton LLP discharged the role of outsourced internal

auditor and adviser on the Company’s risk management

framework during the year, having been appointed in late 2023.

Grant Thornton LLP has no other connection to the Company

or any of its individual Directors.

At the beginning of 2024, the Committee agreed the internal

audit plan comprising four internal audit reviews, which were

conducted throughout the year. These audits focused on two

areas of perceived heightened risk for the business: cyber

security and IT general controls, which, as discussed on page

39, has been identified as a principal risk area by the Board;

and a review of core financial controls over payroll and month

end financial close processes. The Committee oversaw delivery

of the audits and monitored management’s response to items

identified for remediation. The Committee has been pleased with

the increased level of rigour and quality of insights gained from

the work of the outsourced internal auditor over the year, and will

conduct a full effectiveness review of the function during 2025.

Internal controls and the risk management framework

The Committee monitors financial and compliance internal

controls, reviewing and approving policies and strategies during

the year including the Tax Policy and strategy, the Treasury

Policy, non-audit fees, the annual health and safety report,

the Anti-Bribery and Corruption Policy, and an annual report

on Speak Up.

The Committee aims to ensure the integrity of the financial

statements made by the Company and to safeguard the assets

of the Company. The Directors reviewed the effectiveness of

the system of internal financial and compliance controls during

2024, receiving assurance reports throughout the year and

at the year end. No material or significant control deficiencies

were identified and mitigation actions for any other potential

issues are continuing.

The remit and role of the Committee were revised during

the year to develop its oversight of internal controls and the

risk management framework in response to a Board mandate

to increase scrutiny in this area and to address changes in

reporting best practice, which will become effective under

Section 29 of the 2024 UK Corporate Governance Code.

With the assistance of Grant Thornton, during the year the

Committee requested management conduct a review of the

existing internal controls and risk management framework

with the aim of enhancing its operation and effectiveness.

The Committee recommended, and the Board subsequently

approved, that management ownership of risk be assigned

to the CFO. The Committee will continue to closely monitor

developments over the coming year.

More information on the risk management framework is detailed

on pages 39 to 42.

Annual Report and Accounts for the year ended

31 December 2024

Since the end of the financial year, the Committee has reviewed

the contents of the Annual Report and Accounts considering

whether the information provided enables an assessment of the

Group’s position and performance, business model and strategy.

The ESG Committee provided assurance to the Committee and

the Board on the included TCFD disclosures. The Committee

(and subsequently the Board), assessed the report with the

following factors in mind:

• Fair – No omission of important or sensitive elements;

• Balanced – Consistent throughout; balance of statutory

expectations and adjusted measures; and

• Understandable – well set out; clear and cohesive.

The statement made by the Board is set out on page 93 of the

Directors’ Report.

External audit

BDO LLP was reappointed as the Company’s external auditor

as the 2024 AGM to hold office until the 2025 Annual General

Meeting. Peter Acloque was appointed as Senior Audit Partner

during the year. BDO LLP was first appointed at the Company’s

Annual General Meeting on 4 December 2019 and the Company

became a Public Interest Entity (“PIE”) on 29 June 2023 on its

move up to the Main Market of the London Stock Exchange.

Therefore, in compliance with the Competition and Markets

Authority’s Statutory Audit Service for Large Companies

Market Investigation (Mandatory Use of Competitive Tender

Processes and Audit Committee Responsibilities) Order 2014

(the “CMA Order”), and the Companies Act 2006, the next

mandatory tender process for the external auditor services will

be undertaken ahead of the audit year ending 2033 (ten years

from the first appointment) and the audit partner rotation will

be due in 2029.

The Company does not currently plan to tender for the

provision of external audit services earlier as it believes

that the continuity of provider and its understanding of the

business are beneficial. Annual reviews of the effectiveness

and independence of the external auditor are and will continue

to be undertaken to ensure that the auditor continues to be

independent and appropriate.

The Company is in full compliance with the CMA Order, which

details the mandatory use of competitive tender processes

for the provision of statutory audit services.

The Committee meets with the external auditor regularly

without management present, and specifically at the time of

the interim and full year results, to ensure that its independence

is maintained and to enable the Committee to discuss any

matters directly with the auditor. The Committee considers

that the external auditor continues to be independent.

Audit and Risk Committee report continued

61Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

External audit continued

BDO has indicated its willingness to continue in office, and the

Committee has recommended BDO’s reappointment to the

Board. The Committee confirms that its recommendation is free

from influence by a third party and that no contractual terms of

the kind mentioned in Article 16(6) of the Audit Regulation have

been imposed on the Company. A resolution to reappoint BDO

as the external auditor will be proposed at the AGM to be held

on 15 May 2025.

Auditor effectiveness

At the end of the year the Committee undertook a thorough

review of the effectiveness and objectivity of BDO LLP in

compliance with the requirements of the Financial Reporting

Council’s (“FRC”) Audit Minimum Standard. In discussion with

the external auditor at audit closing meetings, directly with the

Committee Chair and with the Committee as a whole, it was

determined that all potential risks to audit process had been

suitably identified and addressed, that the controls used by

the auditor to address these potential risks were satisfactory

and that there were no concerning actions as a result of the

Committee’s review of the 2023 audit. The Committee received

assurance from the auditor on the actions taken at the firm as a

result of the FRC’s audit quality review as discussed below.

The Committee discussed with the management team how the

audit had been conducted and confirmed that interaction between

the auditor and teams had been appropriate and proportionate.

Improvements to the audit process were discussed, and several

actions undertaken to improve the process going forwards,

including increased resources applied to the audit by BDO

LLP and the Company, and recommendations concerning the

collaboration between the relevant teams.

The Committee reviewed and agreed the management

letter and the work undertaken by the auditor both at the

year end and the interim results to ensure that it reflected an

understanding of the business and its strategy. It was informed

of any instances of challenge by the auditor and how these were

resolved with management to reach a satisfactory outcome.

The Committee ensures that each time it receives the interim

or year-end plan from the auditor, that the internal teams are

resourced appropriately to respond and that the auditor’s team

has the appropriate capacity, knowledge and skills to assess the

business. It assesses whether the audit plan has been met and

discusses any areas for concern or improvement which may be

suggested by either the auditor or the Company.

FRC audit quality review

During 2024, the Committee was made aware that the FRC’s

Audit Quality Review Team (AQRT) would be reviewing BDO’s

audit of the Group’s 2023 financial statements as part of its

annual inspection of audit firms. The Committee received and

reviewed the final report from the FRC in March 2025 and

discussed the findings with BDO’s new lead audit partner.

The Committee was satisfied that the matters raised by the

AQRT were appropriately incorporated into the 2024 external

audit plan.

FRC letter

In October 2024, the Company received a letter from the

FRC advising that it had conducted a review of the Company’s

2023 Annual Report and Accounts, in accordance with the

FRC Corporate Reporting Review Operating Procedures. The

FRC’s letter provided no assurance that the Annual Report and

Accounts were correct in all material respects; the FRC’s role

being not to verify the information provided to it but to consider

compliance with reporting requirements. The letter confirmed

that based on its review, there were no questions or queries

that the FRC wished to raise, and furthermore provided some

presentational guidance on matters which are not material for the

2024 Annual Report and Accounts. Alongside the Company’s

auditor, the Committee has considered these recommendations

in the production of the 2024 financial statements.

Non-audit fees

The Committee monitored the implementation of the Non-Audit

Fees Policy, which, during the year under review, aligned with the

FRC’s Revised Ethical Standard published in December 2019. Audit

and non-audit fees paid to BDO during the year are disclosed

in Note 3 to the financial statements in this Annual Report. The

policy limits expenditure on non-audit work to 70% of the average

of the previous three years of full audit fees. No non-audit fees

were incurred during the year that exceed the policy limit, and

expenditure was therefore compliant with the Non-Audit Fees Policy.

Committee performance review

As identified as an area for development in the 2023

evaluation, the appointment of Grant Thornton LLP has

accelerated the embedding and maturity of the risk approach

during 2024. The 2024 external performance review conducted

by Bvalco concluded that the Committee continued to perform

effectively. Recommendations for development included

ensuring that the Committee maintains a clear focus on risk

management maturity, particularly accountability for risk in the

executive layer, together with signposting clearly what the

Board should be considering as emerging risks. The Company’s

approach to risk is detailed on pages 39-42.

The year ahead

The Committee will remain focused on its primary responsibilities

to monitor the integrity of the Company’s financial statements

and ensure that internal controls and risk processes operate

effectively. We will continue to oversee the development and

effectiveness of the Group’s risk management framework, in

particular management’s preparations concerning material

internal controls.

Caroline Brown

Chair of the Audit and Risk Committee

20 March 2025

62 Ceres Annual Report 2024

Corporate governance

Remuneration and Nomination

Committee report

The Committee is maturing in its

approach to coverage of Remuneration

and Nomination Committee topics, and

as a Committee we continue to benefit

from efficiencies available through

tackling topics that are regularly linked.”

Tudor Brown

Chair of the Remuneration and Nomination Committee

Introduction

I am pleased to present the Remuneration and Nomination

Committee (the “Committee”) Report for the year ended

31 December 2024. The Committee is maturing in its approach

to coverage of Remuneration and Nomination Committee topics,

and as a Committee we continue to benefit from efficiencies

available through tackling topics that are regularly linked.

Last year the Committee reviewed and submitted the Company’s

Remuneration Policy for shareholder approval. As a Committee,

we were delighted with the high levels of support the policy

received from shareholders.

During the year the Committee led the recruitment process

for Stuart Paynter, who joined the Board in October 2024 as

Chief Financial Officer. A rigorous process was followed, which

is discussed on page 63 of this report. As part of the process

to attract an individual of the required calibre, a review of

Executive Director remuneration, benchmarked against peers,

was undertaken. This resulted in a recommendation for increased

base salary levels for the CFO and CEO roles. The Directors’

Remuneration Report details the Committee rationale, which

was also communicated to the Company’s principal investors

and the proxy voting agencies at the end of the year. I am

pleased to report support from responding investors.

The Board and its Committees undertook an externally

facilitated Board performance review during the year, the details

of which are discussed in detail on page 54. The review of the

Committee’s performance showed it continued to operate

effectively, with areas for future development as discussed

in this report on page 66.

Committee composition

Membership of the Committee comprises four Non-Executive

Directors. The Chair of the Board is also a member of the

Committee in order to ensure nomination matters have the

required input and leadership. The Chair of the Board was

considered independent on appointment to the Committee

and does not chair the Committee at any time.

No Director is involved in any discussion or decision relating

to their own remuneration and the Chair is not involved in any

discussions relating to their succession.

Other Directors and individuals such as the Chief People Officer

and external advisers are invited to attend meetings as required.

Role of the Committee

The Committee has a dual role covering both the requirements

of a Remuneration Committee and also those of a Nomination

Committee. The Committee governs all aspects of the Chair,

Executive Directors and Executive Committee members’

remuneration and reward arrangements and advises on

employee benefit structures for the Company. It is responsible

for reviewing the composition and structure of the Board and

for identifying and recommending candidates for Executive and

Non-Executive Director appointments. The Terms of Reference

for the Committee are available on our website at:

Committee membership

Tudor Brown (Committee Chair)

Julia King

Warren Finegold

Karen Bomba

Read more on our website

www.ceres.tech/about-us/corporate-governance

63Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Committee activities 2024

The Committee met six times during the year ended

31 December 2024, and attendance is shown on the table

on page 52 of the Corporate governance report.

The chart below shows the key activities undertaken by

the Committee during the year and more information on

the remuneration aspects can be found in the Directors’

Remuneration Report and the Remuneration Policy on

pages 67 to 87.

Remuneration Nomination

Approved 2023 bonus outcome

Approved Directors’

Remuneration Report 2023

Approved the 2024 Directors’

Remuneration Policy, which

was subsequently approved by

shareholders at the 2024 AGM

Approved 2024 bonus targets

Reviewed share plans

Approved creation of

new LTIP plan rules

Approved 2024 LTIP awards

Approved 2024 Sharesave grant

Annual salary review

Conducted recruitment process for

the new Chief Financial Officer and

recommended his appointment to

the Board

Reviewed Non-Executive Director

independence/interests register

Oversaw Executive Management

succession plans and associated

recruitment activity

Oversaw operation of the Board

Performance Review

Considered Board

succession planning

Terms of Reference

Nomination matters

Board composition

As at 31 December 2024, the Board comprised ten Directors, five of whom are considered independent (excluding the Chair). Julia

King is the Senior Independent Director. Caroline Brown assumed the Chairship of the Audit Committee following the departure of

Aidan Hughes at the conclusion of the 2024 AGM. On 1 October 2024, Stuart Paynter was appointed as CFO, following Eric Lakin

stepping down from the Board. This followed a rigorous recruitment process, illustrative of the process used to appoint Directors,

which is detailed below. Uwe Glock, the Bosch Shareholder Representative Non-Executive Director, resigned on 19 February 2025.

Appointment of Stuart Paynter as CFO

Search firm engaged Russell Reynolds Associates (“RR”) was selected as search agency, previously having sourced high-calibre

candidates for the Board. RR has no other connection to the Company or any of its individual Directors.

Criteria for skills and

experience determined

Input sought from the Board on desired skills and experience, which included:

• CFO of a Main Market listed company;

• Extensive financial and commercial experience;

• Strong capital markets, UK governance and transformation delivery track record; and

• Demonstrable leadership capabilities and the gravitas expected by our investors.

Role profile formalised A role profile based on candidate specifications was produced and provided to the Committee.

Once formalised, RR was instructed to commence the search process.

Long list of candidates A long list of 20 candidates comprising an appropriately diverse set of candidate profiles was considered by

the Committee members, with access to advise from the search agency and internal human resources leads.

The long list was narrowed to a short list of four candidates based on the best match for the role profile.

Short list of candidates

interviewed by the Chair

and CEO

Short-listed candidates were interviewed by the Chair, CEO and Audit and Risk Committee Chair. Based

on depth of experience, skills and abilities complementary to those already present on the Board, and

ability to act as an effective adviser and partner to the incumbent CEO, two candidates were selected

for interview with other Board members.

Board member interviews Candidates were interviewed by a number of individual Directors with results fed back to the Committee.

Preferred candidate

recommended to

the Board

On review of the results of the process, a preferred candidate was identified for recommendation

to the Board.

Board approval of

appointment

The Board formally offered the CFO role to the preferred candidate, noting the high quality of

candidates interviewed. On his acceptance, and following a suitable handover period, Stuart Paynter

was officially appointed to the Board.

Tailored induction • Mandatory employee training on Company’s culture and values, health and safety and other policies;

• Meetings with Board members and key investors;

• Introductions to internal colleagues and functions; and

• Briefings from external advisers.

64 Ceres Annual Report 2024

Corporate governance

Succession planning

The Committee discussed and enacted succession plans during the year for Board and Executive Committee roles to ensure that the future of the business was safeguarded, and that sufficient effort

and attention were being paid to the leaders of the future. Encouraging and developing a diverse pipeline of talent is key to the long-term sustainability of the Company and is inextricably linked with

the attraction and retention of talent.

The tenure of each Board member is set out in the chart on page 50 and is monitored carefully to ensure suitable plans are in place for the renewal and recruitment required to ensure the continuity

of the Board.

Each year as part of the ongoing assessment of skills and experience on the Board, Board members are asked to complete a skills assessment to help to identify any skills gaps or areas we could

seek to strengthen in the future. The outcome of this assessment is detailed below. The Committee will continue to review the skills and experience present on the Board to ensure that composition

remains appropriate for the business.

Director

Experience

Karen

Bomba

Trine Borum

Bojsen Caroline Brown

Tudor

Brown

Warren

Finegold

Julia

King

Phil

Caldwell

Stuart

Paynter

Nannan

Sun

Senior leadership

Industry

Global

Financial

Innovation and technology

Public company and corporate governance

Government relations and regulatory

Risk management

Environmental and sustainability

Executive compensation

No/limited experience

Some experience

Considerable experience

Remuneration and Nomination Committee report continued

65Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Gender balance and ethnicity

The Board believes strongly that diversity of thought is crucial

to effective decision making and that diversity in all its forms is

beneficial in the composition of the Board. The gender balance

of the Board is set out on page 50, and whilst a nominal target

is not the Board’s motivation for recruitment, it is a welcome

outcome of suitable appointments to the Board. The current

gender balance meets the Financial Conduct Authority’s

(“FCA”) target of at least 40% women on boards. The target

for one of the senior roles on the Board (Chair, CEO, CFO or

SID) to be held by a woman is met; Julia King is the Senior

Independent Director.

The Company has a Board-approved Diversity, Equality,

Belonging and Inclusion Policy. The Board supports and

demonstrates a culture of inclusion and welcomes diversity

throughout the business, recognising the benefits and strengths

that come with different backgrounds and perspectives.

In compliance with UK Listing Rule 6.6.6R(10), the following

tables set out the disclosed gender balance and ethnicity

of our Board members and Executive Committee team as

at 31 December 2024. Data was collated via a restricted

questionnaire to each Director and Executive Committee

member with options consistent with those set out in the tables

below (including an option to decline in compliance with the

UK General Data Protection Regulation). An acknowledgement

that the data provided would be published in this report and

provided to the Parker Review was also included.

The data collated confirms that the Board, as at 31 December

2024, met the target set by the Parker Review of at least

one Director from a minority ethnic background.

Number of

Board members

Percentage of

the Board

Number of senior

positions on the Board

(CEO, CFO, SID and Chair)

Number in

Executive

Management*

Percentage

of Executive

Management

Number of

Executive

Management’s

direct reports

Percentage of

Executive

Management’s

direct reports

Women 5 50% 1 2 29% 6 19%

Men 5 50% 3 5 71% 25 81%

Other

categories 0 0% 0 0 0%

Prefer not

to say 0 0% 0 0 0%

Number of

Board members

Percentage of

the Board

Number of senior

positions on the Board

(CEO, CFO, SID and Chair)

Number in

Executive

Management

Percentage of

Executive

Management

White British or other White

(including minority-White groups) 8 80% 4 7 100%

Mixed/Multiple ethnic groups 1 10% 0 0 0%

Asian/Asian British 1 10% 0 0 0%

Black/African/Caribbean/Black British 0 0% 0 0 0%

Other ethnic group 0 0% 0 0 0%

Not specified/prefer not to say 0 0% 0 0 0%

* Executive Management includes the CEO and CFO.

66 Ceres Annual Report 2024

Corporate governance

Director induction and onboarding

Incoming Directors undertake a tailored induction programme,

which includes briefings on their duties as a Director, the listed

company environment, and Company-specific policies and

procedures and Board pack software. A series of one-to-one

meetings with Board members and Executive Committee

members along with on-site visits and tours are undertaken

to ensure new Directors have a thorough understanding of

the business. Whilst inductions are designed to cover all

necessary aspects for a new Director, requests for additional

meetings or information are met wherever possible.

Director re-election

All Directors are subject to and will stand for annual re-election

at the Company’s 2024 Annual General Meeting in compliance

with the Corporate Governance Code 2024 and the Company’s

Articles of Association. Details of the skills, experience and

specific strengths each Director brings to the Board are set

out on pages 48 to 50.

Board performance review

In accordance with the three-year cycle of external evaluation,

the Board performance review was conducted by Bvalco.

Full details of the Board performance review, including how

it was conducted, the nature and extent of the external

evaluator’s contact with the Board and individual Directors,

and the outcomes and actions taken as a result of the review

are detailed on page 54. As evidenced by the findings of the

review, the Committee and the Board considers the current

composition of the Board to be appropriate, with the Board,

its Committees and individual Directors continuing to operate

and contribute effectively.

Committee performance review

The Committee was externally reviewed by Bvalco as part

of the overall performance review. The review recognised

the pragmatic approach taken in combining the roles of these

Committees and that the oversight of the remuneration

elements of the Committee’s remit were being discharged

effectively. The review recommended that more time be

devoted to matters for consideration under the nomination

remit, particularly around Board and Executive leadership,

performance, talent and succession. Over the coming year,

the Committee will review the structures of its agendas and

workload to address these recommendations and will provide

an update on progress in the 2025 Annual Report.

Tudor Brown

Chair of the Remuneration and Nomination Committee

20 March 2025

Remuneration and Nomination Committee report continued

67Ceres Annual Report 2024

Strategic report Corporate governance Financial statementsCorporate governance

Directors’ Remuneration Report

During the year the Company’s

Remuneration Policy was presented

to shareholders for approval. As a

Committee, we were delighted with

the high levels of support the policy

received from shareholders.”

Tudor Brown

Chair of the Remuneration and Nomination Committee

Statement by the Chair of the

Remuneration Committee

Dear Shareholders,

As Chair of the Remuneration and Nomination Committee

(the “Committee”), I am pleased to present our 2024 Directors’

Remuneration Report on behalf of the Board.

The report is divided into the following sections:

Chair’s statement on pages 67-70

Remuneration at a glance on pages 71-72

Remuneration Policy report on pages 73-77

Annual Report on remuneration on pages 79-87

Please refer to pages 62 to 66 for details of the composition

and focus of the Committee during 2024.

Business context and Company performance

2024 was a successful and transformative year for Ceres. We

achieved our highest ever annual revenue £51.9m and order

intake £112.8m in 2024, reflecting the greater emphasis placed

on commercial activities and the building of new partnerships

around the world.

Alongside a continued investment in the development of

our SOFC and SOEC technology, and focus on the path to

commercialisation with our partners, Ceres is positioned well as

a key player in the clean energy mission. We restructured the

business during the year to better execute our strategic plans,

optimise the cost base and manage our capital to maintain a

strong balance sheet and future focus.

Notable achievements for 2024 were:

• Three partner licence agreements secured – two major

manufacturing licences and one systems licence resulting

in a record commercial year for Ceres;

• Rapid commercialisation of SOEC technologies validating

investment into green hydrogen. These new agreements take

Ceres into new regions, including the dynamic Indian energy

transition market;

• Continued progress with SOFC partners, with initial royalties

anticipated from Doosan by the end of the current financial year;

• New market opportunities emerging in data centre and

distributed power applications; and

• Cost base optimisation positions the Company well for

continued growth with modest cash burn.

Remuneration Policy

Following shareholder approval of our Remuneration Policy

(91.27% in favour) at the 2024 AGM, the focus this year has

been on implementing the policy as set out in last year’s

Annual Report on remuneration. Details of the Remuneration

Policy can be found on pages 73 to 77.

Executive Director changes and remuneration

In last year’s report, we set out a clear need to address Executive

Director pay and this was consequently a key area of focus

for the Committee in 2024. As part of normal practice, the

Committee reviewed benchmarking analysis, which compared the

Executive Director’s compensation to executives at FTSE 250

peers of comparable size. The Committee noted the material gap

in Phil Caldwell’s salary and his total Target Direct compensation

(TDC) opportunity versus peers. In view of his strong

performance and demonstrated leadership, the Committee

approved an adjustment of 30% to partially address the gap to

market pay alongside a 4% salary increase equal to the broader

employee salary increase. This total increase of 34% results in a

base pay £500,000 annum which remains below lower quartile

and brings his total target compensation to between lower

quartile and median versus FTSE 250 peers.

The Committee revisited the proposed salary increase given

the notable fall in share price in 2025. Given Phil Caldwell’s

significant base salary gap to market, the strong performance of

the company in 2024 and previous commitments made in last

year’s report, the Committee agreed that the increase remained

necessary in order to retain a high-performing CEO and position

the Company to return value to shareholders over the course of

2025 and beyond. The Committee also considered base salaries

of CEOs at FTSE SmallCap peers and were comfortable that the

34% increase to £500,000 annum was aligned with the market

median of companies of a similar size.

68 Ceres Annual Report 2024

Corporate governance

Executive Director changes and

remuneration continued

Additionally, the adjustments made to Ceres’

executive remuneration policy as approved by

shareholders at the 2024 AGM saw a reduction

in the maximum variable pay opportunity to

better align with market practice for London

Stock Exchange listed companies, further

impacting the overall competitiveness of

the Executive Director’s total compensation

package. The Committee would like to provide

comfort to shareholders that a rigorous target

setting process for 2025 incentive awards has

been conducted and stretching performance

targets set, incentivising the CEO to recover

value for shareholders.

During the first half of 2024, we initiated

a search for a new Chief Financial Officer

(CFO). Our search partners (Russell Reynolds)

made it clear that in the search for a new

CFO, we would need to consider a base

salary range in the region of £350,000 to

secure candidates of the calibre needed

to support the next phase of growth and

commercialisation for the business.

Following a rigorous search process, Stuart

Paynter was selected and appointed as our

new CFO with effect from 1 October 2024

on a base salary of £350,000. This level

of base pay, which reflects his experience

as a seasoned CFO, matched his previous

base salary at Oxford Biomedica plc and

remains fixed at this rate for 2025. Stuart

brings extensive financial and commercial

experience across a range of advanced

technology sectors, as well as a strong track

record in capital markets, UK governance,

and transformation delivery.

We are confident that despite the increase

in Executive Directors’ base salaries, these

still maintain alignment with our remuneration

philosophy and policy of modest base pay with

the potential to deliver a median-based overall

compensation package through the variable

pay elements which are aligned to shareholder

interests and subject to strong company

performance.

Shareholder engagement

We engaged with our major shareholders

(representing >60% of shareholding) and

advisory bodies during December 2024 to

provide an overview of the proposed changes

to Executive Director pay and seek their

feedback. We understand and appreciate the

need for appropriate context and rationale in

support of our decisions and welcomed the

opportunity to discuss these in January 2025.

We have sought to address the points raised

through the shareholder engagement process

in our Director’s remuneration report and thank

our shareholders for their input and guidance.

New LTI P

With the existing long-term incentive

plan (set up in 2016) nearing expiry, the

Committee conducted a review of the LTIP

and commissioned Tapestry to draw up a new

plan which will be put to a binding shareholder

vote at the AGM in May 2025.

Full details of the terms of the plan rules will

be in the Notice of AGM.

Directors’ Remuneration Report continued

69Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Employee reward and engagement

The overarching remuneration arrangements

for the wider workforce are considered by

the Committee and taken into account when

reviewing the remuneration arrangements for

the Executive Directors and the Executive

Management Team.

Feedback is received into the Committee via

employee engagement sessions along with

the annual employee survey and considered

against emerging trends and best practice

as shared by the Chief People Officer and

external compensation advisors.

We reviewed the performance measures and

outcomes associated with the contractual

and discretionary bonus schemes to ensure

alignment with our strategy, company

performance, remuneration philosophy and the

approach to awards at Executive Director level.

In an effort to promote a performance driven

culture, within an environment of transparency,

accountability and strong collaboration, we

implemented a new system of quarterly

objectives and key results across the senior

leadership team. This approach, which has

generated positive results, will be extended

further down the organisation for 2025.

The Committee also reviewed the quantum

and timing of broader workforce salary awards,

closely monitoring inflation as well as company

performance. Salary awards for 2024 were

implemented in a staged approach, with a

Company-wide increase of 3% applied in

January 2024, followed by a further review in

July 2024, resulting in increases ranging from

0% at director level up to 3% at technician

levels. July represents the timing of annual

salary reviews in future years as communicated

to managers and employees, with feedback

sought via managers, during January 2024.

All permanent employees are offered the

opportunity to become shareholders of

the Company through participation in the

employee share save scheme (UK-based

employees only) and the long-term incentive

plan (LTIP) where appropriate.

Share price performance

Our share price, which declined during

2023, largely held flat during 2024 with

some positive fluctuations following partner

announcements and our interim results. We

recognise that market conditions remain

challenging and unfavourable, and are

somewhat out of our control. Our focus

remains resolutely on ensuring we deliver

strong business results and continue to support

partner success to build a strong sustainable

business and deliver shareholder returns in the

long term.

2024 Share price performance compared to FTSE 250 and our Peers represented by

the Solactive Hydrogen Index

200%

150%

100%

50%

1/01/24 31/01/24 1/03/24 31/03/24 30/04/24 30/05/24 29/06/24 29/07/24 28/08/24 27/09/24 27/10/24 26/11/24 26/11/24

Ceres FTSE 250 Solactive

Remuneration decisions

The Committee carefully considered remuneration decisions and outcomes to ensure they

appropriately reflected the company performance, and the Committee did not seek to use

its discretion to adjust the formulaic bonus and LTIP outcomes for 2024, with its decisions

summarised below.

70 Ceres Annual Report 2024

Corporate governance

Directors’ Remuneration Report continued

Salary

The Committee made Executive Director

salary adjustments as outlined above

2024 bonus awards

When determining the bonus outturns, the

Committee considered the formulaic outcome

of the Corporate Key Performance Indicators

along with the wider business and individual

impact and performance in 2024, incorporating

ESG achievements. Details of this are provided

in the annual report on remuneration.

In considering the overall financial and

operational performance of the Company,

the Committee determined an annual bonus

award of 89.53% of maximum for Phil Caldwell

and 89.03% of maximum for Eric Lakin was

appropriate. Eric’s bonus was prorated to

reflect his 9 months as an Executive Director

plus a month’s handover to ensure a seamless

transition to Stuart Paynter. Stuart Paynter was

awarded a discretionary bonus of £80,000,

representing a prorated payment following his

handover from Eric.

2022 LTIP awards

The 2022 LTIP award covering performance in

the 2022-2024 period vested on the basis of a

40% outcome. Full details of this are set out in

the annual report on remuneration.

Chair and Non-Executive Director fees

No increase in fees were applied to the

Chairman and Non-Executive Directors in

2024. These will be reviewed again in 2025.

2025 bonus

The Committee intends to adopt a similar

approach to the framework of the bonus

scorecard and performance criteria in 2025.

Full details of these awards will be shared in the

2025 remuneration report.

2025 LTIP

Considering the significant fall in the share

price since the last round of grants, the

Committee considered whether LTIP grant

sizes in 2025 should be reduced. Executives

have, like other shareholders, already

experienced substantial reductions in the

value of shares, and LTIP awards they hold,

and there has been low vesting under recent

LTIP awards. However, mindful of the views

of shareholders on this issue, the Committee

are proposing to reduce the 2025 LTIP grant

for Executive Directors by at least 20% of the

maximum permitted under Ceres’ remuneration

policy. LTIP awards will be granted post the

AGM in May, and the Committee plans to

reevaluate the reduction closer to the grant

date to assess whether 20% is sufficient or a

greater reduction is appropriate.

The performance measures will continue to

consist of a mixture of financial (e.g. revenue

growth and relative TSR), technology

development and sustainability metrics.

Closing remarks

On behalf of the Committee, I would like to

congratulate the Ceres team on the delivery

of a record year. The results reflect the efforts

and strong commitment of the Executive

Management along with the whole team

to building a successful business capable of

delivering strong future shareholder value.

I would also like to thank shareholders for their

engagement on remuneration matters over the

past year and look forward to continuing the

dialogue during 2025, especially in the context

of implementing the new LTIP scheme rules

being presented for approval at the AGM.

Tudor Brown

Chair of the Remuneration and

Nomination Committee

20 March 2025

71Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Variable pay

2024 bonus

Phil Caldwell

£499,577

(89.5% of

maximum)

Eric Lakin

£324,960

(89.0% of

maximum)

Stuart Paynter

£80,000

LTIP vesting outcome

Phil Caldwell

40%

Eric Lakin

—

Stuart Paynter

—

Measures Weighting Achievement

Cumulative income 20%

Below minimum

threshold

Share price 20%

Below minimum

threshold

Partner progress 20%

Below minimum

threshold

New licences 40%

Max target

met

Fixed pay and shareholding

Actual salary

Phil Caldwell

(CEO)

£372,000

(0%)

Eric Lakin

(CFO)

£292,000

(0%)

Stuart Paynter

(CFO)

£87,500

Pension

Phil Caldwell

(CEO)

£24,565

Eric Lakin

(CFO)

£19,870

Stuart Paynter

(CFO)

£4,456

The maximum annual pension contribution/cash allowance for Executive Directors

is in line with the rate for all employees at up to 8% in the UK.

Shareholding MSR (%)

Target levels, %

of base salary

Actual levels, % of

base salary (at 31.12.24)

CEO 200% 515%

CFO 150% 7%

£150,000 £300,000 £450,000 £600,000 £750,000 £900,000 £1,050,0000

Phil Caldwell (CEO) Total: £982,381

Total: £636,830

Total: £171,956

Eric Lakin (CFO)

Stuart Paynter (CFO)

Base salary Taxable benefits (Nil) Pension Bonus LT I P

Remuneration at a glance (audited)

Overview of Executive Director remuneration in 2024

Single figure remuneration at a glance

1. Stuart Paynter joined the Company on 1 October 2024.

2. Eric Lakin stood down from the Board on 1 October 2024. His bonus was prorated to ten months.

72 Ceres Annual Report 2024

Corporate governance

Overview of Executive Director remuneration in 2025

Variable pay

Target annual bonus (% of base salary)

Target

Maximum

Phil Caldwell

90%

150%

Stuart Paynter

90%

150%

Bonus scorecard

LTIP target awards (% of base salary)*

Target

Maximum

Phil Caldwell

150%

250%

Stuart Paynter

120%

200%

Performance criteria

Fixed pay and shareholding

Base salary

Phil Caldwell

(CEO)

£500,000

( 34%)

Stuart Paynter

(CFO)

£350,000

( 0%)

Pension

Phil Caldwell

(CEO)

£40,000 (8%)

Stuart Paynter

(CFO)

£28,000 (8%)

The maximum annual pension contribution/cash allowance

for Executive Directors is in line with the rate for all employees

at up to 8% in the UK.

Shareholding

Target levels, %

of base salary

Actual levels, %

of base salary

(at 13.02.25)

CEO 200% 383%

CFO 150% 7%

Financial 35%

Commercial scale 35%

Product development 15%

Partner success 10%

ESG 5%

Order intake 30%

Revenue 30%

Product development 25%

Relative TSR 10%

Net zero progress 5%

Directors’ Remuneration Report continued

* The actual 2025 LTIP awards will be subject to a reduction of at least 20%

when granted post the AGM.

73Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Executive Directors’ Remuneration Policy

Remuneration Policy

The Directors’ Remuneration Policy was approved at the 2024 AGM and remains in effect until the 2027 AGM. For ease of reference, the policy is set out below.

Executive Directors’ Remuneration Policy – fixed remuneration

Component Purpose Operation Opportunity

Performance

metrics

Base salary To provide appropriate

remuneration based

on role remit and

contribution to

leadership and

Company strategy.

Salaries are reviewed at least annually and take into

account a range of factors, including:

• Market competitiveness for Executives in companies

of a similar size and industry sector;

• Size and scope of the role;

• Skills and experience of the individual;

• Performance of the Group and of the individual;

• Wider market and economic conditions; and

• Internal relativities, including the level of increases

being made across Ceres.

There is no defined maximum salary.

The Committee’s normal approach is to initially consider salary increases in line

with the rest of the Company.

Higher increases may be made if the Committee considers it appropriate,

for example to reflect:

• Shortfall to market;

• An increase in the scale, scope, or responsibility of the individual’s role;

• Development of the individual within the role;

• Significant market movement; and

• Where the organisation has undergone significant change.

None.

Pension To provide an

opportunity for

Executives and

employees to build up

income on retirement.

Executives participate in the Group Personal Pension

(“GPP”) plan, or a similar cash allowance is provided

for those exceeding HMRC pension allowances.

In certain jurisdictions, more bespoke pension

arrangements may be provided. In such circumstances,

the Committee will give appropriate consideration to

local employment legislation, market practices and the

cost of the arrangement.

The maximum annual pension contribution/cash allowance for Executive

Directors is in line with the rate for all employees at up to 8% in the UK.

Non-UK-based Executive Directors will be aligned with local market rates.

None.

Benefits To provide market

competitive employee

benefits.

Benefits are reviewed and benchmarked periodically

to ensure they remain affordable and competitive.

Benefits include, but are not limited to, health-related

benefits, Sharesave Scheme and insurances.

Where relevant, additional benefits may be offered if

considered appropriate and reasonable by the Committee,

such as assistance with the costs of relocation.

There is no defined maximum.

Benefits plans are set at reasonable levels in order to be market competitive

for their local jurisdiction and are dependent on individual circumstances.

While the Committee has not set an overall level of benefit provision, the

Committee keeps the Benefit Policy and benefit levels under review.

None.

74 Ceres Annual Report 2024

Corporate governance

Executive Directors’ Remuneration Policy continued

Remuneration Policy continued

Executive Directors’ Remuneration Policy – variable remuneration

Component Purpose Operation Opportunity Performance metrics

Annual

bonus

To incentivise and

reward strong

performance against

annual business goals

and objectives.

The Committee will set performance metrics,

weightings and targets at the start of each year.

The Committee considers the extent to which these

have been achieved and determines the award level,

after the year end.

Recovery and withholding provisions apply to

awards earned.

The bonus is paid in cash at the end of the relevant

financial year.

The annual bonus is subject to malus and

clawback provision.

The maximum award is 200%

of salary. Target and threshold

levels are set at 60% and 25%

of maximum, respectively.

Using a weighted scorecard approach, performance is measured

against agreed metrics. Whilst not an exclusive list, examples

can include covering financial performance, commercial scale,

licensee success and technological advancement, as well as other

strategic and ESG measures.

No bonuses are paid for below threshold performance. The

Committee may award any amount between zero and 100% of

the maximum opportunity.

The Committee retains the discretion to adjust the bonus if it

considers that the formulaic outcome does not reflect underlying

business performance or the experience of shareholders.

Long Term

Incentive

Plan

(“LTIP”)

To engage and motivate

Executive Directors to

deliver on KPIs that

support the long-term

Company strategy

in order to deliver

long-term returns

to shareholders.

An annual award of Ceres Power Holdings shares

are granted and subject to performance criteria over

a three-year performance period.

An additional holding period of two years applies

post vesting.

The performance period normally starts at the

beginning of the financial year in which the date

of grant falls.

Award levels and performance conditions are

reviewed before each award cycle to ensure that

they remain appropriate.

Dividends (or equivalents) may be paid on vesting.

Unvested awards are subject to a malus and clawback

provision and vested awards are subject to clawback.

The annual maximum is 250%

of salary.

Threshold performance

results in 25% vesting, rising

to 100% vesting for maximum

performance.

The vesting of awards is linked to agreed performance criteria,

which may include, but is not limited to:

• Financial performance;

• Licensee success;

• Key business and technology milestones; and

• Relative share price performance.

Metric weightings and targets may vary from year to year.

For each performance element, achievement of the threshold

performance level will result in no more than 25% of the

maximum award paying out. For achievement of the maximum

performance level, 100% of the maximum pays out. Normally,

there is straight-line vesting between these points.

The Committee shall determine the extent to which the

performance measures have been met. The Committee has

discretion to amend the performance criteria in exceptional

circumstances if it considers it appropriate to do so with

appropriate justification and disclosure.

The Committee (acting fairly and reasonably) has the ability

to exercise discretion in adjusting the formulaic outcome of

incentives to ensure the outcome is reflective of the performance

of the Company and the individual over the period.

Directors’ Remuneration Report continued

75Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Executive Directors’ Remuneration Policy continued

Other elements of Executive Director Remuneration Policy

Component Purpose Operation Opportunity

Performance

metrics

Shareholding

guidelines

To ensure sustained alignment between

the interests of the Executive Directors

and shareholders.

CEO: 200% of salary.

Other Executive Directors: 150%.

There is an expectation that this shareholding requirement will be built over a period of

five years.

None. None.

Post-

employment

shareholding

guidelines

Ensures there is an appropriate amount of

“tail risk” for Executive Directors post cessation

of employment.

CEO: 200% of salary.

Other Executive Directors: 150%.

Expected to retain shares of value equal to the minimum shareholding requirement

for two years post departure from the Company.

In cases where the individual has not had sufficient time to build up their share ownership

to meet the minimum shareholding requirement prior to their departure from the

Company, the post-employment shareholding requirement will be based on their actual

level of shareholding on departure.

The Committee has discretion to vary or waive part or all of the post-employment

shareholding requirement in exceptional circumstances.

None. None.

Malus and

clawback

The Committee, in its absolute discretion, may apply malus and/or clawback at any time prior to the vesting of an award that could reduce, cancel or impose further conditions

and/or apply clawback at any time within three years of payment to receive back some or all of the vesting awards or paid bonus.

Whilst not an exhaustive list, malus and/or clawback would apply to variable pay in certain specified circumstances including:

• Misconduct;

• Material misstatement or restatement of financial results affecting the assessment of a performance condition; or

• Where there has been an error or inaccuracy relating to the calculation or determination of variable pay.

Executive

Director

service

agreements

All Executive Directors have service agreements that terminate on six months’ notice.

Service contracts for new Executive Directors should not contain terms that are materially different from those summarised in this section or contained in the policy.

• Notice or contract periods should be one year or less;

• The Company may terminate the contract at any time with immediate effect and pay a sum in lieu of notice;

• The Company has the right to place an Executive Director on garden leave; and

• The Company may terminate the contract summarily in particular defined circumstances without further payment, such as gross misconduct.

76 Ceres Annual Report 2024

Corporate governance

Component Purpose Operation Opportunity

Performance

metrics

Approach to

recruitment

remuneration

for Executive

Directors

Typically, new Executive Directors’ ongoing remuneration will be set in a manner consistent with the Remuneration Policy.

When a new Executive Director is recruited, the Committee may make an award to buy out variable remuneration arrangements forfeited on leaving a previous employer

(accounting for form of award, value forfeit, performance conditions, time over which the award would have vested).

Consistent with the UK Corporate Governance Code, the Committee would intend to pay no more than it believes is necessary to secure the required talent.

The maximum level of variable pay that may be awarded to new Executive Directors (excluding buy-out arrangements) in respect of their recruitment will be in line with the

maximum level of variable pay as outlined in the Remuneration Policy.

The Committee will ensure such awards are linked to the achievement of appropriate and challenging performance measures.

Appropriate and reasonable costs and support would be covered if the recruitment requires relocation of the individual.

Principles of

payment for

loss of office

for Executive

Directors

The Company approach to determining payment for loss of office will normally be guided by the following principles:

• The Committee shall seek to apply the principle of mitigation where possible, as well as seeking to find an outcome that is in the best interests of the Company and shareholders

as a whole, taking into account the specific circumstances;

• Relevant contractual obligations, as set out above, shall be observed or taken into account;

• The Committee reserves the right to make additional exit payments where such payments are made in good faith to satisfy an existing legal obligation (or by way of damages

for breach of any such obligation) or to settle or compromise any claim or costs arising in connection with the employment of an Executive Director or their termination, or to

make a modest provision in respect of legal costs and/or outplacement fees;

• No awards should vest where an individual has been dismissed for cause;

• The treatment of outstanding variable remuneration shall be as determined by the relevant plan rules; and

• Any payments for loss of office shall only be made to the extent that such payments are consistent with this policy.

Directors’ Remuneration Report continued

Executive Directors’ Remuneration Policy continued

77Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

£378,000

£1,218,000

£1,778,000

£2,128,000

Minimum

£540,000

Target

£1,890,000

Maximum

£2,790,000

Maximum (including

share price growth)

Maximum (including

share price growth)

£3,415,000

Executive Directors’ Remuneration Policy continued

Scenario charts

Phil Caldwell, CEO

Stuart Paynter, CFO

Fixed pay Annual bonus Long-Term Incentive Plan

The table below outlines the assumptions associated with the scenario charts above.

Performance scenario Details of assumptions

Minimum (fixed

remuneration)

• Comprised of base salary, benefits and pension, i.e. fixed

remuneration. There is no bonus award and no vesting under

the LTIP;

• Base salary with effect from 1 January 2025;

• Benefits as they applied on 31 December 2024 and are set out in

the single figure table in the Annual Report on Remuneration; and

• Pension equivalent to 8% of base salary.

Target • Comprised of fixed remuneration, annual bonus and vesting under

the LTIP;

• For on-target performance, it assumes payment of 60% of the

maximum opportunity for the annual bonus award (90% for the CEO

and CFO); and

• For on-target performance, it assumes payment of 60% of the

maximum opportunity for the vesting of the LTIP (150% for the CEO

and 120% for the CFO).

Maximum • Comprised of fixed remuneration, annual bonus and vesting under

the LTIP;

• For maximum performance, it assumes payment of 100% of the

maximum opportunity for the annual bonus award (150% for the CEO

and CFO); and

• For maximum performance, it assumes payment of 100% of the

maximum opportunity for the vesting of the LTIP (250% for the CEO

and 200% for the CFO).

Maximum + 50%

increase in share

price

• Comprised of fixed remuneration, annual bonus and vesting under

the LTIP;

• For maximum performance, it assumes payment of 100% of the

maximum opportunity for the annual bonus award (150% for the CEO

and CFO); and

• For maximum performance, it assumes payment of 100% of the

maximum opportunity for the vesting of the LTIP (250% for the

CEO and 200% for the CFO), plus an assumption of 50% share price

appreciation during the performance period.

40%

45%

55%

32%

36% 29%

100% 29% 19% 16%

34%

39%

49%

34%

39% 33%

100% 31% 21% 18%

78 Ceres Annual Report 2024

Corporate governance

Non-Executive Directors’ Remuneration Policy

Component Operation Opportunity

Performance

metrics

To attract and retain

Non-Executive

Directors of a high

calibre that have

the expertise,

responsibility

and the time

commitment

to be able to

contribute to an

effective Board

and deliver long-

term sustainable

shareholder value.

Fees are normally reviewed

on an annual basis and amended

to reflect market positioning and

any change in responsibilities

on a needed basis.

Directors have formal letters of

appointment that can be terminated

on one month’s written notice by

either side.

The Committee recommends the

remuneration of the Chair to the

Board. Fees paid to Non-Executive

Directors are determined by the

Executive Directors and approved

by the Board as a whole.

The Chair and Non-Executive

Directors receive no other pay or

benefits, except for reimbursement

of expenses, and do not participate

in incentive plans.

The Company covers the costs

of attending meetings and

Non-Executive Directors may

be reimbursed for any business

expenses incurred in fulfilling

their roles.

The Chair is paid

a single fee for all

responsibilities.

The Non-Executive

Directors are paid

a basic fee, which

encompasses

membership of one

Board Committee.

Committee Chairs

and those having

other additional

responsibilities

may be paid an

additional fee.

None.

Remuneration in wider context

When reviewing Executive Director remuneration, the Committee takes into consideration our

wider workforce to ensure that our total reward offering is compelling and aligned to our business

performance, whilst supporting a culture that is inclusive and in which our people feel valued.

The Committee also takes into account the principles of the UK Corporate Governance Code

and the factors outlined within Provision 40 as described below:

Area Our philosophy and approach

Clarity and

simplicity

Our remuneration principles and arrangements for the Executive

Directors are set out clearly in our Remuneration Policy and are closely

aligned with the wider workforce arrangements, particularly with regard

to the fixed pay elements. All employees are eligible to participate in a

discretionary bonus scheme and are invited to invest in the long-term

success of the business through our employee share save scheme

or LTIP programme. The Committee will continue to consult with

shareholders and employees to ensure our remuneration principles

and arrangements are understood and supported.

Risk We operate minimum shareholding requirements, post-vesting holding

arrangement as well as malus and clawback provisions to manage

risk and ensure strong alignment to business performance and

shareholder interests.

Predictability and

proportionality

Our Remuneration Policy is based on the principles of modest base pay

and defines clear maximum limits for variable based pay, with pay-outs

under these elements being subject to meeting clear performance criteria

which align to our business strategy and publicly stated ambitions.

Alignment to

culture

Ceres’ purpose, strategy and values continue to be directly reflected

in our Remuneration Policy and the performance criteria set under the

annual bonus and long-term incentive schemes.

Directors’ Remuneration Report continued

Executive Directors’ Remuneration Policy continued

79Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Annual Remuneration Report (audited)

Total remuneration for Executive Directors

The table below sets out a single figure for the total remuneration received by the Executive

Directors for the year ended 31 December 2024.

Phil Caldwell

(CE O)

Stuart Paynter

(CF O)

Eric Lakin

(CF O)

2024

(£’000)

2023

(£’000)

2024

(£’000)

2024

(£’000)

2023

(£’000)

Salary 372 334

88 292 275

Taxable benefits

— — — — —

Pension

25 28 4 20 23

Total fixed remuneration 397 362 92 312 298

Annual bonus 500 231 80 325

177

LTI P

86 — — — —

Total variable remuneration 586 231 80 325 144

Total remuneration 983 593 172 637 475

1. Stuart Paynter joined the Company on 1 October 2024. His annual bonus is prorated to two months following

a month handover from Eric Lakin.

2. Phil Caldwell’s salary adjustment for 2023 incorporates a month’s sabbatical taken during August 2023 based

at 50%pay. His full-time equivalent salary was £350,000 per annum.

3. The only taxable benefit offered to the Executive Directors relates to a healthcare cash plan scheme at single level

cover, in line with the wider workforce, equating to £105.24.

4. Represents a cash allowance in lieu of a pension.

5. Eric Lakin’s annual bonus is prorated to ten months.

6. LTIP: the amount reported for 2024 relates to the 2022 LTIP scheme, which vested at 40%. The value of the LTIP

is calculated as a product of the number of shares of the original award multiplied by the vesting percentage and the

market price of ordinary shares at the vesting date.

The following sections provide further detail on the figures in the above table, including the

underlying calculations and assumptions and the Committee’s performance assessments for

variable remuneration.

Base salary

When reviewing Executive Director salaries, in line with our Policy the Committee will take

into account a range of factors, including:

• Market competitiveness for Executives in companies of a similar size and industry sector;

• Size and scope of the role;

• Skills and experience of the individual;

• Performance of the Group and of the individual;

• Wider market and economic conditions; and

• Internal relativities, including the level of increases being made across Ceres.

The Committee opted to increase Executive Directors’ base pay by 6% in 2024 in line with the

salary increase budget for the wider workforce.

2024 annual bonus

The annual bonus is intended to reward the delivery of short-term targets derived from the

business plan and annual budget. Each December, the Board approves the forthcoming year’s

annual budget and business plan. The Committee uses this to set annual objectives and bonus

targets. An on-budget performance is expected to deliver a 60% result for the bonus awards.

The Committee incentivises outperformance by setting target objectives beyond budget (capable

of delivering up to 100%) with further stretch opportunities linked to the commercial and financial

KPIs (capable of delivering a 150% maximum result). Minimum threshold requirements are also

established (at a 25% outturn). Any outcome below the minimum threshold requirements results

in a 0% achievement for the given objective.

80 Ceres Annual Report 2024

Corporate governance

Annual Remuneration Report (audited) continued

Total remuneration for Executive Directors continued

2024 annual bonus continued

In assessing performance, the Committee uses a formulaic approach to reviewing outcomes and deliverables against the KPIs set at the start of the year. The Committee then considers the wider

macroeconomic environment to assess the extent to which this may have affected outcomes.

Measure Description

Weighting

(CEO/CFO)

Min. Threshold

(25%)

Budget

(60%)

Target

(100%)

Stretch

(150%) Result Achievement

Commercial scale

Order intake 20% £50m £70m £90m £110m Intake = £112.8m for the year 150%

New partners 15% 1 licensee 2 licensees 3 licensees 4+ licensees

2 new manufacturing licensees

(Delta & Denso) + 1 new system

licensee (Thermax)

80%

Financial performance

Revenue 20% £40m £60m £80m £100m Revenue = £52m 46%

Gross margin 15% 65% 70% 75% 80% Gross margin = 77% 120%

Licensees to succeed Partner progress towards start of production 10% See note A N /A Min-Budget 33%

Technology leadership Product development acceleration 10% See note B N /A Target 100%

ESG

Net zero strategy 5%/0% See note C N /A Budget 60%

Cultural change 5%/5% See note D N /A Budget-Target 80%

Personal objectives Individual objectives 0%/5% See note E N /A

50% achievement of

personal objectives

50%

Overall bonus scorecard outcome

CEO: 89.53%

CFO: 89.03%

Notes:

A. Assessment of partner progress towards start of production (SOP) was based on progress made against key milestones and timeframes agreed at the beginning of the year in conjunction with each of our three manufacturing partners

encompassing Bosch, Doosan and Delta. Good progress was made with all three partners with one remaining fully on track at the end of the year, whilst delays experienced with the others resulted in an overall score and assessment of 33%.

B. Assessment for product development acceleration was based on the set-up of a dedicated product management function and enhancements to our NPI processes to speed up product development timescales, performance and maturity.

100% of the objectives and milestones were met in relation to this KPI resulting in an on-target performance of 100%.

C. Assessment of the net zero strategy KPI was based on securing SBTI accreditation for our net zero strategy, which was ultimately achieved in December 2024. This resulted in an on-budget performance resulting in a score of 60%.

D. Assessment of the cultural change KPI was based on successful implementation of organisational changes and working practices to support our commercial and product acceleration focus as well as the restructure to optimise the cost base.

This was deemed to have been executed successfully with the new structure and ways of working embedding well, resulting in an outturn of 80%.

E. Eric Lakin was set some additional objectives to continue to improve financial processes and controls within the Company. Good progress was made on these in the first half of the year with the focus then switching to effecting a smooth

transition and handover to Stuart Paynter in the second half of the year. This resulted in an achievement score of 50% against his personal objectives.

The Committee did not seek to exercise its discretion to alter the outcome of the formulaic result of the bonus scorecard assessment and outcome. Accordingly, based on the individual weightings

applied to each Executive Director, the Committee determined the final bonus outcome to be 89.53% of maximum for Phil Caldwell, resulting in a bonus award of £499,577 and 89.03% for Eric

Lakin, resulting in an award of £324,960 (representing a ten-month prorated award). Stuart Paynter was also awarded a discretionary bonus of £80,000 (representing a prorated award) following his

handover from Eric Lakin. Full bonus awards are payable in cash in March 2025.

Directors’ Remuneration Report continued

81Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Annual Remuneration Report (audited)

continued

Long Term Incentive Plan vesting: 2022 LTIP

In March 2022, Phil Caldwell was granted a conditional share

award under the 2022 LTIP of 250% of salary. Eric Lakin was

granted a conditional share award based on 300% of salary,

which incorporated a 50% uplift for his first year of participation.

In determining the vesting outcome, the Committee considered

Ceres’ performance over the three-year period from 1

January 2022 to 31 December 2024, based on the following

performance criteria:

• Absolute share price: at the time of setting the performance

criteria, Ceres’ share price was averaging at around £10.

The Committee sought to set performance criteria that

would build on this strong position. A minimum threshold

(25% pay-out) was therefore set at £9.50 with a maximum

threshold (100% pay-out) at £20. In the intervening period

the macroeconomic environment changed considerably,

Ceres’ share price saw a dramatic decline albeit consistent

with industry peers, which meant that the share price criteria

was not met.

• Cumulative income: the target for cumulative income was

set by the Committee based on the five-year business

plan for 2022 onwards, which saw a minimum threshold

of £140 million and a maximum threshold of >£175 million.

Despite a strong result in 2024, total cumulative income at

£94 million fell short of the minimum threshold and therefore

the performance criteria was not met.

• Partner progress: this measure was focused on progress

towards start of production by our partners Bosch and

Doosan. While good progress has been made with regard to

the build of partner production facilities, a delay to the start

of production schedules for both Bosch and Doosan meant

that the partner progress performance criteria was not met.

• New partnerships: this measure was targeted at the

acquisition of new manufacturing licensees targeting

production capacity of an additional 200MW. The addition

of Delta and Denso in 2024 as new manufacturing licence

partners enabled the achievement of this measure.

• SOEC progress: the Company was successful in securing

two new SOEC licence partners during 2024, exceeding

the target total value of £30 million in revenue, meaning that

the performance criteria was fully met.

Performance condition

Per cent of the award based

on performance condition Result during performance period

Weighting x

achievement

Share price

The percentage of the shares subject

to an award will vest at the end of the

vesting period as follows:

• 100% if the share price equals or

exceeds £20.00;

• 50% if the share price is £15.00;

• 10% if the share price is £9.50;

pro rata on a straight-line basis

if the share price is between

these thresholds; and

• 0% if the share price is less than

£9.50.

20% The weighted average closing middle

market price of shares in the period of three

months ending on the last dealing day of the

performance period was: £2.18.

This resulted in an achievement level of 0%.

Cumulative income

Achievement of cumulative income in

the three years from 1 January 2022

to 31 December 2024 of greater than

£140 million.

20% Cumulative income of £94 million (2022 = £20

million; 2023 = £22 million; 2024 = circa £52

million).

This resulted in an achievement level of 0%.

Partner progress

Two manufacturing partners remain on

track for start of production in 2024.

20% Delays experienced to start of production

schedules.

This resulted in an achievement level of 0%.

New partnerships

Sign new manufacturing

licensees capable of delivering

100-200MW capacity

Secure first SOEC partnership with a

value of between £15-30 million).

20%

The signing of both Delta and Denso during 2024

successfully met both of these performance

conditions.

This resulted in an achievement level of 100%.

40%

Overall LTIP performance criteria outcome 40%

A. As defined in the Award Certificate – the average closing middle market price of shares in the period of three months ending on the last dealing day of the

performance periods.

B. Income is defined as the sum of revenue and grant income in the annual financial statements.

Based on the overall outcome of LTIP performance criteria, the Committee approved a total result against the performance criteria

of 40%. Consequently, of the 126,080 share options granted to Phil Caldwell in 2022, 50,432 vested on 23 March. Eric Lakin’s

options lapsed in full.

82 Ceres Annual Report 2024

Corporate governance

Annual Remuneration Report (audited) continued

Total remuneration for Executive Directors continued

2024 LTI P

In 2024, the Executive Directors were granted conditional share awards of 250% and 200% of base salary for the CEO

and CFO respectively under the LTIP scheme as set out in the table below.

Scheme type

Type of

interest

awarded

End of

performance

period Target award

Minimum

performance

(% of shares

awarded)

Maximum

performance

(% of shares

of target award)

LTI P Performance

31 December

2026

Phil Caldwell: 627,530

London-listed

ordinary shares,

equivalent to 2.5 x

base salary

Eric Lakin: 394,062

London-listed

ordinary shares,

equivalent to 2.0 x

base salary

0 100%

A. The awards were based on the three-month weighted market share price leading up to the date of the grant

(28 May 2024) for ordinary shares (£1.58).

A further award was made to Stuart Paynter on 4 October 2024, who was granted 160,709

share options under the 2024 LTIP scheme.

The measures and weightings applying to the 2024 LTIP awards were:

Performance criteria

Minimum

threshold (25%)

Target threshold

(60%)

Maximum threshold

(100%) Weighting

Cumulative revenue

and other income

£m 25%

Order intake £m 25%

Product success

See note B 20%

Partner success

See note C 10%

Relative TSR

Median TSR 62.5 %ile Upper quartile 20%

A. Other income includes grant income but excludes R&D expenditure credits.

B. Product success will be measured in terms of product performance (life and cost) against our product roadmap,

with the minimum threshold representing minimum viable product expectations.

C. Partner success will be measured in terms of factory readiness for our newly signed manufacturing licence partners.

D. Relative total shareholder return of the Company (TSR) will be measured on a 50:50 ratio relative to the TSR

performance of the FTSE 250 Index (excluding investment funds and financial services businesses) and the Solactive

Hydrogen Economy Index, of which Ceres is a constituent member.

Vesting under each performance criteria is assessed independently, with the vesting outcome

ranging from 0% to 100% of maximum and applied on a pro rata straight-line basis between the

minimum and target threshold and the target and maximum threshold.

Disclosing the threshold values for cumulative revenue and other income as well as order intake

could be construed to constitute financial guidance, which is not the Company’s intention, and is

considered to be commercially sensitive. Likewise, partner production capacity is equally deemed

commercially sensitive. Full details of the performance criteria will be disclosed following the end

of the performance period in the 2026 Directors’ Remuneration Report.

Non-Executive Directors’ remuneration (audited)

The table below sets out the remuneration receivable by the Non-Executive Directors in respect

of the year ended 31 December 2024, alongside comparative figures for the prior year.

31 Dec 2024

(£)

31 Dec 2023

(£)

Non-Executive Directors

Warren Finegold

180,000 150,000

William Tudor Brown

70,000 78,000

Julia King

70,000 73,571

Trine Borum Bojsen

60,000 61,308

Caroline Brown

61,456 32,083

Karen Bomba

60,000 32,083

Uwe Glock 55,000 55,000

Nannan Sun

55,000 13,750

Former Non-Executive Directors

Aidan Hughes

26,833 70,000

Steve Callaghan

— 52,500

Qinggui Hao

— 41,250

1. Warren Finegold’s fees as Chair were increased in June 2023.

2. William Tudor Brown received backdated pay of £8,000 in 2023 following his appointment as Chair of the

Remuneration Committee on 15 March 2022 (which became the Remuneration and Nomination Committee with

effect from 2 November 2022).

3. Julia King received backdated pay of £3,571 in 2023 following her appointment as Chair of the ESG Committee

on 2 November 2022.

4. Trine Borum Bojsen received backdated pay of £1,308 in 2023 following her appointment as Employee Engagement

Director on behalf of the Board on 28 September 2022.

5. Caroline Brown and Karen Bomba joined the Board on 1 June 2023.

6. Qinggui Hao stepped down as the Weichai strategic representative on the Board on 27 September 2023 and was

replaced by Dr Nannan Sun with effect from the same date.

7. Aidan Hughes stepped down from the Board on 22 April 2024.

8. Steve Callaghan stepped down from the Board on 18 May 2023.

Directors’ Remuneration Report continued

83Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Annual Remuneration Report (audited) continued

Non-Executive Directors’ fees for 2025

The Non-Executive Directors’ fee structure for 2025 is set out in the table below. No fee

increases have been proposed from 2024 to 2025. Fees for the Non-Executive Directors

(other than the Chair of the Board) are determined by the Chair and the Executive Directors.

The fee structure is reviewed but not necessarily increased on an annual basis.

Position 2025 2024

Chair of the Board £180,000 £180,000

Board fee (incorporating membership of one Committee) £55,000 £55,000

Senior Independent Director £10,000 £10,000

Committee Chair £10,000 £10,000

Additional Committee membership £5,000 £5,000

Directors’ shareholding (audited)

Minimum shareholding requirements

The CEO and CFO are expected to build up to a minimum shareholding requirement (“MSR”)

of 200% and 150% respectively within five years of their appointment. The MSR for 2024

is set out below. Shares that count towards the MSR are ordinary shares beneficially held by

the Executive Director and their connected persons and share awards that are not subject to

further performance conditions. Share awards included are the LTIP performance shares and

the employee share save as you earn (“SAYE”) shares.

A new post-employment shareholding requirement came into effect for the Executive Directors

from 2024 onwards as part of the revised Executive Director Remuneration Policy. For two

years following cessation of employment, Executive Directors will be expected to retain shares

of value equal to the MSR that applied during employment, or, in cases where the individual

has not had sufficient time to build up shares to meet their guideline, the actual level of

shareholding at cessation.

Directors’ share interests

Ordinary

shares held at

31 December

2024

Vested and

exercisable

Unvested and

subject to

performance

conditions

Value of shares

counted

towards

MSR as a % of

base pay

Executive Directors

Phil Caldwell 464,235 655,271 909,622 515%

Eric Lakin 12,178 — — N /A

Stuart Paynter 14,516 — 160,709 28%

Non-Executive Directors

Warren Finegold 30,056

William Tudor Brown 15,000

Aidan Hughes 31,520

Uwe Glock 8,000

Julia King 30,200

Karen Bomba 12,121

84 Ceres Annual Report 2024

Corporate governance

Annual Remuneration Report (audited) continued

Executive Directors’ share plan interests

The following table sets out the Executive Directors’ interests in ordinary shares under the Company’s share plans.

Phil Caldwell 31 Dec 2023 Granted Exercised Lapsed 31 Dec 2024

Exercise price

£ Exercise period

Options (unapproved) 80,424 (80,424) — 0.85 Jul 2017 – Jul 2024

Options (unapproved) 100,000 (100,000) — 0.85 Jul 2018 – Jul 2024

Options (unapproved) 100,000 (100,000) — 0.85 Jul 2019 – Jul 2024

Options (unapproved) 100,000 (100,000) — 0.85 Jul 2020 – Jul 2024

LTI P 358,593 358,593 0.10 Sep 2019 – Sep 2026

LTI P 87,000 87,000 0.10 Oct 2020 – Oct 2027

LTI P 138,530 138,530 0.10 Oct 2021 – Oct 2028

LTI P 71,148 71,148 0.10 Oct 2022 – Oct 2029

LTI P 126,080 (75,648) 50,432 0.10 Mar 2025 – Mar 2032

LTI P 227,273 227,273 0.10 May 2026 – May 2033

LTI P — 627,530 627,530 0.10 May 2027 – May 2034

Sharesave (approved) 1,510 1,510 5.96 Jun 2025 – Dec 2025

Sharesave (approved) 2,877 2,877 3.13 Jun 2026 – Dec 2026

1,393,435 627,530 (380,424) (75,648) 1,564,893

Eric Lakin 31 Dec 2023 Granted Exercised Lapsed 31 Dec 2024

Exercise price

£ Exercise period

LTI P 118,880 — (118,880) — 0.10 Mar 2025 – Mar 2032

LTI P 142,857 — (142,857) — 0.10 May 2026 – May 2033

LTI P — 394,062 — (394,062) — 0.10 May 2027 – May 2034

Sharesave (approved) 2,877 — (2,877) — 3.13 Jun 2026 – Dec 2026

Sharesave (approved) — 17,408 — (17,408) — 1.07 Jun 2027 – Dec 2027

264,614 411,470 — (676,084) —

Stuart Paynter 31 Dec 2023 Granted Exercised Lapsed 31 Dec 2024

Exercise price

£ Exercise period

LTI P — 160,709 160,709 0.10 Oct 2027 – Oct 2034

Directors’ Remuneration Report continued

85Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Annual Remuneration Report (audited) continued

Loss of office payments to Directors

There were no payments for loss of office made to Executive Directors during the year.

CEO to employee pawy ratio (Option B methodology)

The table below shows the CEO pay ratios for 2024 using method B (gender pay gap

methodology) relative to the 2023 pay ratios.

Year Method

25th percentile

pay ratio

50th percentile

pay ratio

75th percentile

pay ratio

2024 B 24.8 18.4 13.7

2023 B 13.0 10.2 7.5

2022 B 18.3 15.7 8.2

Method B was selected as it made use of robust readily available data reported as part of our

gender pay reporting requirements. Total pay was calculated for a sample of employees at each

quartile to ensure that the three identified employees were suitably representative of their quartile.

A full-time equivalent total pay figure was calculated for each identified employee within their

respective quartile using the single-figure methodology.

The increase in the CEO to employee pay ratio in 2024 is directly attributable to the size of the

CEO bonus award (90% in 2024 vs 44% in 2023) and LTIP vesting result (40% in 2024 vs 0%

in 2023). The Committee is comfortable that the pay ratios are consistent with the pay, reward

and progression policies of the Company.

The following table sets out the base salary and total pay figures for the employees identified

at each quartile.

Year Element of pay

25th percentile

employee

Median

employee

75th percentile

employee

2024 Base salary (FTE) £37,338 £50,000 £65,869

Total pay (FTE) £40,325 £54,500 £73,138

Historic TSR performance and CEO remuneration

The graph below compares the TSR performance of a share of Ceres over the past ten years with

the TSR of the FTSE 250 Index, the FTSE Small Cap Index and the FTSE AIM 100, rebased to

100 at the start of the period. Since the move to the Main Market in June 2023, the Committee

considers the FTSE 250 and FTSE Small Cap Indices appropriate reference points for the share

price performance of the Company. Before moving to the Main Market, Ceres was a constituent

of the AIM market and performance against the FTSE AIM 100 Index over this period of time is

provided as additional reference.

TSR of Ceres Power vs the FTSE 250 Index, FTSE Small Cap Index and FTSE AIM 100 Index

The table below shows the historic single total figure of remuneration for Phil Caldwell who was

appointed CEO on 2 September 2013 (£’000).

Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Total remuneration 230 290 305 320 424 566 503 563 583 983

Bonus (% of max) 80% 90% 98% 86% 84% 43% 35% 44% 90%

LTIP (% of max)

86% 100% 100% 44% 0% 40%

1. The LTIP scheme was established in 2016 and first vested in 2019.

£3,000

£2,500

£2,000

£1,500

£1,00

£500

£0

2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Ceres Power Holdings plc FTSE 250 Index

FTSE Small Cap Index FTSE AIM 100 Index

86 Ceres Annual Report 2024

Corporate governance

Annual Remuneration Report (audited) continued

Annual percentage change in remuneration of Directors and employees

The table below shows the annual percentage change in remuneration during 2024 for the

Executive and Non-Executive Directors relative to Ceres employees. Salaries and pension

increase for employees is calculated based on average employee numbers after removing

Directors. Bonus represents the actual increase less Directors.

2024 change (%) 2023 change (%)

Salary/fee Pension

Bonus Salary/fee Pension Bonus

Employees 9% 10% 42% 13% 14% 30%

Executive Directors

Phil Caldwell 6% (12%) 124% 0% 0% 26%

Eric Lakin 6% (15%) 90% 0% 0% 22%

Non-Executive Directors

Warren Finegold 20% — — 25% — —

Aidan Hughes

0% — — 0% — —

William Tudor Brown 0% — — 30% — —

Julia King 0% — — 34% — —

Trine Borum Bojsen 0% — — 38% — —

Caroline Brown 8% — — N /A — —

Karen Bomba 0% — — N /A — —

Uwe Glock 0% — — 0% — —

Nannan Sun 0% — — N /A — —

1. The Executive Directors opted out of the Group pension scheme in favour of a cash in lieu of pension allowance.

2. Non-Executive Director fees have been annualised to give a more meaningful comparison.

3. Aidan Hughes stepped down from the Board on 22 April 2024.

Relative importance of spend on pay

Under the regulations, companies need to illustrate the relative importance of spend on pay

by disclosing the total employee remuneration and returns to shareholders (i.e. dividends and

share buybacks) in the reporting year and prior year. As the Company is still pre-profit, there

is no relevant data relating to returns to shareholders. Therefore, other Company metrics have

been used in the table below to show employee remuneration in the context of overall business

activities. In order to provide context for these figures, total expenditure is also shown.

2024 2023 Change (%)

Total employee remuneration (£’000) 37,278 35,500 5.0%

Total expenditure (£’000)

77,024 76,286 1.0%

1. Total expenditure = adjusted EBITDA less revenue and other operating income.

Statement of planned implementation of policy in 2025

Fixed pay

Salary

Before reviewing the Executive Directors’ salary for 2024, the Committee took into account the

results of the comprehensive benchmarking exercise conducted by WTW, the previous year’s

business performance as well as the proposed budget for wider workforce pay increases.

£’000

2025 2024

Change

from 2024 Base pay

Change

from 2023 Base pay

Phil Caldwell 34% 500 6% 372

Eric Lakin — — 6% 292

Stuart Paynter 0% 350 — 350

The increase to the CEO’s base pay for 2025 of 34% reflects a fair and necessary adjustment

to address the significant shortfall in pay relative to peer group benchmarking, the incoming

salary of the new CFO and the Company performance delivered in 2024. The new base salary

for the CEO is effective from 1 January 2025. The CFO’s base pay for 2025 remains unchanged

at £350,000.

Benefits

No significant changes to the provision of benefits are proposed for 2025.

Pension

Executive Directors’ pensions remain aligned with the wider workforce up to 8% of base salary.

Pay for performance

Annual bonus

There are no proposed changes to the operation of the annual bonus plan with the target

threshold set at 60% of maximum.

Target annual bonus (% of base

salary)

Phil Caldwell Stuart Paynter

Target 90% 90%

Maximum 150% 150%

Directors’ Remuneration Report continued

87Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Annual Remuneration Report (audited) continued

Statement of planned implementation of Policy in 2025 continued

Pay for performance continued

Annual bonus continued

The construct of the bonus scorecard will be based around five categories, with their associated

weighting as follows:

• 35% = Financial performance encompassing revenue, gross margin and cash position targets;

• 30% = Commercial scale encompassing order intake targets (£m);

• 15% = Technology and product development measured as progress against our product targets

and roadmap;

• 10% = Partner success as measured through factory readiness and production capacity; and

• 10% = ESG metrics with an emphasis on progress against our net zero strategy as well as

people and cultural measures.

Specific scorecard targets will be disclosed in the subsequent Directors’ Remuneration Report

when they are no longer deemed to be commercially sensitive.

2025 Long Term Incentive Plan

Considering the significant fall in the share price since the last round of grants, the Committee

considered whether LTIP grant sizes in 2025 should be reduced. Executives have, like other

shareholders, already experienced substantial reductions in the value of shares, and LTIP awards

they hold, and there has been low vesting under recent LTIP awards. However, mindful of the

views of shareholders on this issue, the Committee are proposing to reduce the 2025 LTIP grant

for Executive Directors by at least 20% of the maximum permitted under Ceres’ remuneration

policy. LTIP awards are granted post the AGM in May, and the Committee plan to reevaluate the

reduction closer to the grant date to assess whether 20% is sufficient or a greater reduction is

appropriate.

Performance will be measured over the three-year period from 1 January 2025 to 31 December

2027. The performance measures will consist of a mixture of financial (at least 70%), technology

development and sustainability metrics.

Full details of the performance criteria will be disclosed following the end of the performance

period, in the 2027 Directors’ Remuneration Report.

Remuneration governance

Committee role and membership

These details are provided in the Remuneration and Nomination Committee report on page 62 of

the Annual Report.

External advisers

WTW were appointed as external independent advisers to the Committee during 2022. It

provided ongoing support to the Committee during 2024, consisting of general consultancy

services and a refresh of Executive Director remuneration benchmarking. WTW also supported

the HR team with access to its wider market salary benchmarking database as well as providing

advisory services in relation to a number of risk-related benefits.

The Committee is satisfied that the advice and services provided by WTW have been objective

and independent. WTW’s fees during 2024 amounted to £71,717.

In addition to this, Tapestry have provided specialist advice in relation to the LTIP scheme and

were appointed to support the design of the new LTIP scheme. Their fees during 2024 amounted

to £15,461.

Shareholder voting

The Company remains committed to ongoing shareholder dialogue and takes an active interest in

voting outcomes.

A resolution to approve the Directors’ Remuneration Policy and the Directors’ Remuneration

Report as set out in the 2023 Annual Report was passed at the Company’s 2024 AGM. The

results of the votes on these resolutions were as follows:

Number of votes Votes in favour Votes against Votes withheld Total votes

2023 Directors’ Remuneration Policy

115,147,741

(91.27%)

11,015,272

(8.73%)

32,803

(0.03%) 126,163,013

2023 Directors’ Remuneration

Report

116,231,579

(97.08%)

3,502,194

(2.92%)

6,462,043

(5.40%) 119,733,773

Ceres Annual Report 202488

Corporate governance

ESG Committee report

Environmental, social and governance

considerations are an intrinsic part

of the Company’s purpose, values,

strategy and culture, and as such

are a Board priority.”

Julia King

Chair of the ESG Committee

Committee membership

Julia King (Committee Chair)

Trine Borum Bojsen

Phil Caldwell

Warren Finegold

www.ceres.tech/sustainability

Introduction

I am pleased to present the ESG Committee report for the

year ended 31 December 2024. Environmental, social and

governance (ESG) considerations are an intrinsic part of the

Company’s purpose, values, strategy and culture, and as such

are a Board priority. The Committee has continued to work to a

full agenda, reflective of the fast pace of development globally

within ESG.

Over the year the Committee has received excellent support

from the Operational ESG Committee, comprising a cross-

functional management team. This structure has provided

a support and feedback mechanism, facilitating Committee

oversight and speedy business adoption of recommendations.

Now in its second year of operation, the Committee continues

to mature in approach and oversight of the matters within its

Terms of Reference. The Group’s sustainability roadmap is now

well established with the business progressing well with its

important sustainability milestones.

The Committee was pleased to recommend to the Board for

approval the Ceres Sustainability Report 2024, which was

published in October 2024. The report can be found on the

Company’s website at:

The Committee is cognisant of the broad nature of the topics

considered and subject matter crossovers with other Board

Committees. Ensuring efficiencies in effort and reporting across

Committees in relation to shared topics will continue to be an

area of focus for the Committee.

Committee composition

The Committee comprises three Non-Executive Directors

(including the Employee Engagement Director) and the Chief

Executive Officer. Executive Committee members and subject

matter relevant employees are in attendance along with the

Chair of the employee forum, Connect.

Role of the Committee

The Committee considers all matters relating to the environmental

and social strategies and actions of the Company and related

governance activities and disclosures. Where necessary it

makes recommendations to the Board or to other Committees

of the Board. In particular, it engages closely with the Audit

and Risk Committee on issues of climate risk and integrity of

reporting, and the Remuneration and Nomination Committee on

ESG-related bonus targets. The Committee oversees the work

of the Operational ESG Committee, which during 2024 was

chaired by the Chief Executive Officer, and provides advice,

guidance and constructive challenge where appropriate.

The full Terms of Reference for the Committee can be found

on our website at:

www.ceres.tech/about-us/corporate-governance

89Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

The Committee met six times during the year ended

31 December 2024 and attendance is set out in the table

on page 52 of the Corporate governance report.

Committee activities

• Reviewed materiality matrix;

• Monitored ESG objectives and roadmap;

• Reviewed and monitored ESG risks;

• Recommended 2024 ESG KPIs and objectives to the Board;

• Recommended 2024 ESG bonus target metrics to

Remuneration and Nomination Committee;

• Recommended TCFD disclosures to Audit and Risk

Committee and Board for approval;

• Approved the annual Sustainability Report;

• Received reports from the Employee Engagement Director;

• Received updates from Connect (employee forum);

• Reviewed and recommended to the Board for approval for

approval as appropriate the Charitable Giving Policy, Modern

Slavery Statement, DEBI Policy, Code of Conduct & Business

Ethics; and

• Reviewed Committee Terms of Reference and performance.

Year in review

The key activities undertaken by the Committee in 2024 were

as set out above.

At the start of the year the Committee reviewed and

recommended to the Board for approval the various ESG KPIs

applicable to 2024, together with the sustainability roadmap

targets. These were incorporated into the Group’s incentive

programmes and Company objectives as appropriate as

detailed in the sustainability section of this Annual Report.

The Committee maintained oversight of the delivery of ESG

objectives throughout the year, and I was particularly pleased

by the adoption and SBTi approval of the SBTi accredited net

zero target for the Group, which we are confident will drive

performance in this area. With respect to ESG risk oversight,

the Committee oversaw ESG risk evaluation as part of the risk

review process, liaising with the Audit and Risk Committee in

consideration of climate and other ESG-related risks.

The Committee recommended for approval by the Board

the Sustainability, TCFD and Committee reports for the 2024

Annual Report and Accounts, with appropriate Audit and Risk

Committee oversight. TCFD reporting was progressed over

the year, including an enhanced level of analysis of physical

risks, leading to a more detailed report included in the Ceres

Sustainability Report 2024. The Committee reviewed and

evaluated the increasing reporting sustainability requirements

both under development and published globally. This included

recommending an evaluation of reporting obligations under

the proposed UK Sustainability Reporting Standards, as well as

the influence of international initiatives such as CSRD on the

expectations of the Company’s investors.

The Committee continued to receive reports from the Employee

Engagement Director (Trine Borum Bojsen) and the Connect

Chair, along with reports from the Chief People Officer. Reviews

included the outcomes of the various employee engagement

mechanisms employed during the year, and the various metrics

employed to monitor the effectiveness of embedding the

desired culture within the business, including the staff satisfaction

survey and staff attrition rates.

Importantly for the year under review, the Committee was able

to receive feedback directly from employee representatives

on the effectiveness of employee communications during the

restructuring process, providing a direct communication line to

evaluate the mood and morale of the workforce. To strengthen

direct employee engagement further, the Committee approved

the Terms of Reference of the Employee Engagement Forum,

comprising employee representatives. From the beginning of 2025,

the Chair of this new forum will attend the ESG Committee.

An important aspect of the Committee’s role is the oversight

of ESG-related governance frameworks and policies within

the Group to ensure that they remain fit for purpose and

consistent with the Company’s values. Policies within the

Committee’s purview were reviewed and approved as required,

which included the recommendation of the annual Modern

Slavery and Human Trafficking Statement to the Board.

Work during the year included a deep dive into the way

sustainability, supply chain risk and key aspects of governance

such as modern slavery risk mitigations are embedded into

supplier agreements.

Committee performance review

The prior year internal performance review identified that for

its period of operation, the Committee operated effectively and

that members had the requisite skills and experience necessary

to advise and guide the business through the complicated

reporting landscape and, importantly, to support the focus

of the business on its purpose.

The external evaluation for the year under review was

conducted by Bvalco, the findings of which indicated

that the Committee was operating effectively. Areas for

development included ensuring a good understanding of the

future sustainability reporting responsibilities, and a review

of how social topics are covered between the Board and its

Committees. These areas will be addressed over the coming

year and reported on in the 2025 Annual Report.

Year ahead

The Committee will continue to discharge its duties in line with

its Terms of Reference, supporting Ceres’ sustainability journey

by overseeing the delivery of the sustainability roadmap,

the preparation of the business to meet the needs of the

increasingly complex sustainability reporting environment, and

monitoring ESG-related risks. We will continue to review Ceres’

objectives and outcomes that ensure the culture is aligned to

the Company’s important financial and sustainability goals, and

that staff are motivated and well equipped to deliver, whilst

working in a safe and healthy environment.

Julia King

Chair of the ESG Committee

20 March 2025

90 Ceres Annual Report 2024

Corporate governance

Directors’ report

for the year ended 31 December 2024

The Directors present their Annual Report

together with the audited financial statements

for the year ended 31 December 2024.

Principal activities

Ceres is a leading developer of clean energy

technology, fuel cells for power generation and

electrolysers for green hydrogen. Its licensing

model enables partners to deliver systems and

products at scale and pace to decarbonise

power generation, transportation, industry

and everyday living.

Articles of Association

The Company’s Articles of Association

(the “Articles”) may only be amended by

special resolution at a general meeting of the

shareholders. The Articles are available on

the Company’s website at:

Directors

The Directors of the Company who served

during the year ended 31 December 2024 and

up to the signing of these statements are set

out on pages 48 to 50. The following Directors

joined or left the Company during the year,

or prior to the date of this report:

• Aidan Hughes (Non-Executive Director)

stepped down from the Board on

16 May 2024;

• Eric Lakin (Chief Financial Officer) stepped

down from the Board on 1 October 2024;

• Stuart Paynter (Chief Financial Officer) was

appointed to the Board on 1 October 2024;

and

• Uwe Glock (Non-Executive Director) resigned

from the Board on 19 February 2025.

The powers of the Directors are set out in the

Articles and the appointment and removal

of Directors are governed by the Articles,

the Companies Act 2006, the UK Corporate

Governance Code 2024 and related legislation.

All Directors will put themselves forward for

re-election at the Annual General Meeting of

the Company in 2025. More details on the

process to appoint new Directors are set out in

the Remuneration and Nomination Committee

Report on pages 62 to 66.

Directors and Officers liability

insurance

The Company maintains liability insurance

for its Directors and Officers as permitted

by the Companies Act 2006. The Company

also grants to the Directors indemnities in this

regard, which constitute a qualifying third-party

indemnity provision as defined by Section 234

of the Companies Act 2006, which were in

force throughout the year ended 31 December

2024 and which remain in force at the date

of this report.

Results and dividends

The consolidated results for the Group are set

out on page 102 of the financial statements.

The Directors do not recommend the payment

of a dividend (2023: £nil).

Share capital

The Company’s shares are listed on the Main

Market of the London Stock Exchange. The

Company’s Articles contain provisions which

govern the ownership and transfer of shares.

As at 31 December 2024, the Company had an

allotted and fully paid share capital of ordinary

shares with a nominal value of 10 pence

each of 193,699,380. As at 19 March 2025,

being the latest practicable date prior to the

publication of this report, the Company had an

allotted and fully paid share capital of ordinary

shares with a nominal value of 10 pence each

of 193,767,824. Each share carries one right

to vote at general meetings of the Company.

No shareholder holds securities having special

rights with regard to control of the Company.

There are no restrictions on voting rights or

the transfer of securities in the Company and

the Company is not aware of any agreements

between holders of these securities that

would result in such restrictions. Details of the

Company’s share capital, including changes

during the year, are set out on page 128.

Details of the Company’s share schemes are

set out on pages 128 to 131.

Authority to issue shares

The Directors were authorised at the 2024

Annual General Meeting to allot shares up

to a maximum aggregate nominal amount of

£6,433,870, representing approximately one

third of the nominal value of the then issued

share capital of the Company; and in addition

equity securities, as defined by Section 560 of

the 2006 Companies Act, up to an aggregate

nominal amount of £6,433,870, representing

approximately one third of the nominal value of

the then issued share capital of the Company

in connection with an offer of such securities

by way of a rights issue. This authority

will expire at the end of the 2025 Annual

General Meeting.

Major shareholders

As at 31 December 2024, the Company had been notified of the following interests in voting

rights pursuant to Chapter 5 of the Disclosure Guidance and Transparency Rules. Also included for

information are the holdings of the two major shareholders with nominee Directors on the Board.

Ordinary shares No. of shares % of ISC

Weichai Power (Hong Kong) International Development Co. Ltd 37,965,262 19.60%

Robert Bosch GmbH 33,790,880 17.45%

BNP Paribas Asset Management UK Limited 7,503,545 3.89%

UK Listing Rule 6.6.1 disclosures

No shareholder is considered a controlling shareholder as defined in the Financial Conduct

Authority Handbook. The remaining disclosures required by UK Listing Rule 6.6.1 are not applicable

to the Company. Notwithstanding this, the Company has relationship agreements with Weichai

Power (Hong Kong) International Development Co., Ltd, and as at the date of reporting with

Robert Bosch GmbH.

www.ceres.tech/investors/

shareholder-centre/documents

91Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Additional disclosures and non-financial and sustainability information statement

The following information that is relevant to this Directors’ Report and/or is required by S414CA and S414CB of the Companies Act 2006 is incorporated by reference and can be located in this

report and on our Company website (www.ceres.tech) as follows:

Business review and future developments Chair’s statement and Chief Executive’s statement Pages 6 to 11

Risk management and principal risks and uncertainties Strategic Report Pages 39 to 42

Corporate and social responsibility Sustainability Pages 18 to 26

Corporate governance and Code Corporate governance report Pages 46 to 57

Financial instruments Financial statements Page 102 to 137

Research and development expenditure Note 3 Financial statements Page 112

Directors Directors’ information Pages 48 to 50

Directors’ interests in shares Directors’ Remuneration Report Pages 67 to 87

People policies and colleague engagement Sustainability Report/Annual Report Company website

Pages 27 to 30 and 55 to 57

Stakeholder engagement and S172(1) Statement Stakeholder engagement Pages 27 to 30

Greenhouse gas emissions and energy consumption Sustainability Pages 18 to 26

Environmental matters Task Force on Climate-related Financial Disclosures Pages 22 to 26

Sustainability Report Company website

ESG Committee report Pages 88 to 89

ESG and Sustainability Policy Company website

Employees Health and Safety at Work Policy Company website Page 19

DEBI Policy Company website

Page 19 and 65

Employee Engagement Director Pages 49 and 55

Social matters S172(1) Statement Pages 29 to 30

People and community – Sustainability Report Company website

Charitable Giving and Volunteering Policy – Sustainability Report Company website

DEBI Policy Company website

Gender Pay Report Company website

Human rights Modern Slavery Statement Company website

Code of Conduct & Business Ethics Company website

92 Ceres Annual Report 2024

Corporate governance

Anti-bribery and corruption matters Anti-Bribery & Corruption Policy Page 92

Conflicts of Interest Policy Page 57

Modern Slavery Statement Company website

Speak Up Policy Page 57

Principal risks and impact on business activity Principal risks and uncertainties Pages 39 to 42

Audit and Risk Committee report Pages 58 to 61

Business model Strategic report Page 31

In addition to the information required by the regulations, the Company publishes a comprehensive Sustainability Report annually which details the Company’s sustainability strategy, environmental and

governance responsibilities and commitment to social matters. The 2024 Sustainability Report is available on the Company website at www.ceres.tech/sustainability/.

Additional disclosures and non-financial and sustainability information statement continued

Employee information

The business engages with its colleagues in

numerous ways including regular communications

via weekly news bulletins, a shared intranet, email

communications, virtual and in-person sessions

and monthly “All Hands” meetings. The Connect

employee forum provides a platform for views

to be heard and also engagement and inclusion

opportunities, especially in relation to the

marking and celebration of certain events during

the year. Surveys are conducted throughout the

year to gauge colleagues’ thoughts and to obtain

feedback on issues and events. More information

on engagement with employees is set out in the

Stakeholder engagement section on page 28

and in the Corporate governance report on page

55 to 57.

The Company actively works to attract,

recruit, support and retain the best talent from

diverse backgrounds. As an equal opportunity

employer, the Company provides up-to-date

tools and resources to enable all individuals

to apply and compete for employment

opportunities for which they are qualified, based

on their qualifications, skills and experience.

Tools and approaches are used throughout

talent acquisition and career development to

attract a diverse pool and ensure that career

opportunities are attractive to all potential

candidates, overcoming barriers. Reasonable

adjustments are made to the recruitment

process to ensure no applicant is disadvantaged

because of their disability. This is supported

with training to ensure hiring managers do not

discriminate or apply unconscious bias when

making hiring decisions. Further guidance to

hiring managers is provided in the Company’s

Talent Acquisition and Diversity, Equity,

Belonging and Inclusion (“DEBI”) policies. The

Company also seeks to ensure the continuation

where possible and practical of colleagues in

their role should they incur a disability whilst

employed by the Company.

More information on the ways the Company

invests and rewards its employees is set out

on page 69 and in the Sustainability Report

available on the Company website at:

www.ceres.tech/sustainability

Branches outside the UK

As at 31 December 2024, the Group has

branches in Weifang, China, and in Seoul, South

Korea, which support the Group’s business

development strategy in those territories.

Anti-bribery and corruption

The Company has a zero tolerance approach

to bribery and corruption and operates an

Anti-Bribery & Corruption Policy. The Policy

also contains requirements with regard to the

provision or receipt of gifts and hospitality,

which is limited and which require approval

over a certain value threshold. The Gifts and

Hospitality Register is monitored through

the receipt reports to the Audit and Risk

Committee. The day-to-day operation is

monitored by the governance team. All

colleagues were required to undertake

anti-bribery and corruption training over

the year, which will continue to be an

annual requirement.

Information security

The Company operates an Information Security

Policy. There have been no information security

breaches in the last three years. Arrangements

with third parties are assessed with thorough

due diligence performed to identify and

understand potential risks which may then be

mitigated. There have been no third-party

information security breaches. Penetration

testing is performed at least annually and any

risks arising are mitigated immediately. The

Company holds insurance for cyber security,

which covers information security risk, and

this was in place for the duration of 2024.

All colleagues are subject to mandatory

information security induction training and

annual refresher training.

Political donations

The Group made no political donations

in the year ended 31 December 2024 or

the prior period.

Directors’ report continued

for the year ended 31 December 2024

93Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Payment practice policy

It is the Group’s policy for all suppliers to

agree payment terms in advance of the

supply of goods and services and to adhere

to those payment terms. Trade creditors of

the Group as at 31 December 2024, as a

proportion of amounts invoiced by suppliers

during the previous year, represented 21 days

(31 December 2023: 35 days). There were

no trade creditors for the Company as at

31 December 2024 as a proportion of amounts

invoiced by suppliers during the previous

year. This therefore represented nil days

(31 December 2023: nil days).

Going Concern and Viability

Statements

Having reviewed the Group’s cash and

short-term investments, forecast income and

expenditure, performing appropriate sensitivity

and scenario analyses, and after making

appropriate enquiries, the Directors have a

reasonable expectation that the Group and

Company have adequate resources to progress

their strategy. Accordingly, they continue to

adopt the going concern basis in preparing

these financial statements. More detail can

be found on page 45 and in the financial

statements on page 106.

The Directors have further assessed the

prospects of the Company over a defined

period of time and set out their conclusions

in the Viability Statement, which can be found

on pages 43 to 45.

Events after the reporting date

In February 2025, Bosch took the strategic

decision to cease its development of SOFC

cells and stacks for manufacture. A downturn

in its core automotive markets globally

alongside the wider worsening economic

situation in Germany has led to a significant

strategic review by Bosch and resulted in

it reducing investments in several areas,

including in the Company.

Statement of disclosure to the auditor

Each of the persons named as Directors at the

date of this report confirm that:

• So far as they are aware, there is no relevant

audit information of which the Company’s

auditor is unaware; and

• That they have taken all steps that they

ought to have taken as a Director in

order to make themselves aware of any

relevant audit information and to establish

that the Company’s auditor is aware of

that information.

Auditor

A resolution to reappoint BDO LLP as the

Company’s external auditor for the year

ending 31 December 2025 and for its

remuneration to be agreed by the Audit and

Risk Committee will be submitted to the 2025

Annual General Meeting.

Statement of Directors’ responsibilities

in respect of the Annual Report and

financial statements

The Directors are responsible for preparing the

Annual Report and the financial statements in

accordance with applicable law and regulations.

Company law requires the Directors to prepare

financial statements for each financial year.

The Directors have prepared the Group financial

statements in accordance with UK-adopted

International Accounting Standards (IFRS), and

have elected to prepare the parent company

statements in accordance with Financial

Reporting Standard 101 Reduced Disclosure

Framework (FRS 101).

The Directors must not approve the financial

statements unless they are satisfied that they

give a true and fair view of the state of affairs

of the Group and parent and of the profit or

loss of the Group for that period.

In preparing these financial statements the

Directors are required to:

• Select suitable accounting policies and then

apply them consistently;

• Make judgements and estimates that are

reasonable and prudent;

• State whether applicable UK accounting

standards have been followed, subject to any

material departures disclosed and explained

in the financial statements; and

• Prepare the financial statements on the

going concern basis unless it is inappropriate

to presume that the Group and the Company

will continue in business.

The Directors are responsible for keeping

adequate accounting records that are

sufficient to show and explain the Company’s

transactions and disclose with reasonable

accuracy at any time the financial position

of the Company and enable them to ensure

the financial statements comply with the

requirements of the Companies Act 2006.

They are also responsible for safeguarding

the assets of the Company and for taking

reasonable steps for the prevention and

detection of fraud and other irregularities.

The Directors confirm that to the best of

their knowledge:

• The financial statements, prepared in

accordance with applicable 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 management report includes a fair review

of the development or 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.

The Directors confirm that the Annual Report

and Accounts, taken as a whole, is fair,

balanced and understandable and provides

the information necessary for shareholders to

assess the Company’s position, performance,

business model and strategy.

Publication

The Annual Report and Accounts will be

made available on the Company’s website

and also on the National Storage Mechanism

in accordance with legislation in the United

Kingdom governing the preparation and

dissemination of financial statements, which

may vary from legislation in other jurisdictions.

The maintenance and integrity of the

Company’s website is the responsibility of

the Directors. The Directors’ responsibility

also extends to the ongoing integrity of the

financial statements contained therein.

The Directors’ Report has been approved

by the Board of Directors and is signed

on their behalf by:

Dominic Murray

Company Secretary

20 March 2025

94 Ceres Annual Report 2024

Financial statements

95 Independent auditor’s report

102 Consolidated statement of profit and

loss and other comprehensive income

103 Consolidated statement of financial position

104 Consolidated cash flow statement

105 Consolidated statement of changes in equity

106 Notes to the consolidated financial statements

132 Company balance sheet

133 Company statement of changes in equity

134 Notes to the Company financial statements

138 Directors and advisers

139 Glossary

Financial

statements

95Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Independent auditor’s report

to the members of Ceres Power Holdings plc

Opinion on the financial statements

In our opinion:

• the financial statements give a true and fair view of the state of the Group’s and of the Parent

Company’s affairs as at 31 December 2024 and of the Group’s loss for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK adopted

international accounting standards;

• the Parent Company financial statements have been properly prepared in accordance with

Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally

Accepted Accounting Practice); and

• the financial statements have been prepared in accordance with the requirements of the

Companies Act 2006.

We have audited the financial statements of Ceres Power Holdings Plc (the ‘Parent Company’)

and its subsidiaries (the ‘Group’) for the year ended 31 December 2024 which comprise the

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, Company balance sheet, Company statement of changes in equity and notes to

the financial statements, including material accounting policy information.

The financial reporting framework that has been applied in the preparation of the Group financial

statements is applicable law and UK adopted international accounting standards. The financial

reporting framework that has been applied in the preparation of the Parent Company financial

statements is applicable law and United Kingdom Accounting Standards, including Financial

Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted

Accounting Practice).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs

(UK)) and applicable law. Our responsibilities under those standards are further described in the

Auditor’s responsibilities for the audit of the financial statements section of our report. We believe

that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion. Our audit opinion is consistent with the additional report to the audit committee.

Independence

Following the recommendation of the audit committee, we were appointed by the Board

of Directors to audit the financial statements for the year ended 31 December 2020 and

subsequent financial periods. The period of total uninterrupted engagement including retenders

and reappointments is five years, covering the years ended 31 December 2020 to 31 December

2024. We remain independent of the Group and the Parent Company in accordance with the

ethical requirements that are relevant to our audit of the financial statements in the UK, including

the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our

other ethical responsibilities in accordance with these requirements. The non-audit services

prohibited by that standard were not provided to the Group or the Parent Company.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors’ use of the going

concern basis of accounting in the preparation of the financial statements is appropriate. Our

evaluation of the Directors’ assessment of the Group and the Parent Company’s ability to continue

to adopt the going concern basis of accounting included:

• Assessment of assumptions within the projected cash flows: we evaluated the reasonableness

of the assumptions and future plans modelled within the Board approved going concern

forecasts, covering the period to 31 December 2026, including the impact of strategic

initiatives. We considered whether the forecasts aligned with how the Group had traded

throughout the year, which included reviewing the movement in revenue against our

understanding of the contracts and the movements in expenditure compared to historic costs.

• Sensitivity analysis: evaluation of sensitivities of the Group’s cash flow forecasts. The analysis

considered reasonably possible adverse effects that could arise as well as a stress test to

consider the level of future revenue reduction and cost increases that the Group could support.

• Post year end trading performance: comparison of the post year end trading results to the

forecasts to evaluate the accuracy and achievability of the forecasts planned.

• Disclosures: evaluation of the adequacy of the disclosures in relation to the risks posed and

scenarios the Directors have considered in performing their going concern assessment.

Based on the work we have performed, we have not identified any material uncertainties relating

to events or conditions that, individually or collectively, may cast significant doubt on the Group

and the Parent Company’s ability to continue as a going concern for a period of at least twelve

months from when the financial statements are authorised for issue.

In relation to the Parent Company’s reporting on how it has applied the UK Corporate

Governance Code, we have nothing material to add or draw attention to in relation to the

Directors’ statement in the financial statements about whether the Directors considered it

appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are

described in the relevant sections of this report.

96 Ceres Annual Report 2024

Financial statements

Overview

Key audit matters

2024 2023

Revenue recognition: application of IFRS 15 and

measurement of revenue

Revenue recognition: forecast labour hours

Capitalisation of development costs

Revenue recognition: forecast labour hours is no longer considered to be a

key audit matter as estimates of forecast hours are not a material input in

the calculation of engineering services revenue in the current year.

Materiality

Group financial statements as a whole

£880,000 based on 1.25% of expenses (2023: £328,000 based on 1.5% of

revenue).

An overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding of the Group and its environment,

the applicable financial reporting framework and the Group’s system of internal control. On the

basis of this, we identified and assessed the risks of material misstatement of the Group financial

statements including with respect to the consolidation process. We then applied professional

judgement to focus our audit procedures on the areas that posed the greatest risks to the group

financial statements. We continually assessed risks throughout our audit, revising the risks where

necessary, with the aim of reducing the group risk of material misstatement to an acceptable level,

in order to provide a basis for our opinion.

Components in scope

From the above risk assessment and planning procedures, we determined which of the Group’s

components were likely to include risks of material misstatement relevant to the Group’s financial

statements.

The Group operates in the United Kingdom and China. The Group is made up of four trading

companies supported by three holding companies, one of which being the Parent Company. As

part of performing our Group audit, we have determined four components in scope that comprise

the four trading companies in the United Kingdom.

In determining the components, we have considered how components are organised within the

Group, and the commonality of control environments, legal and regulatory framework, and level

of aggregation associated with individual entities.

For components in scope, we used a combination of risk assessment procedures and further

audit procedures to obtain sufficient appropriate evidence. These further audit procedures

included procedures on the entire financial information of the components including substantive

procedures.

Procedures performed at the component level

The Group engagement team has performed all audit procedures directly, and has not involved

component auditors in the Group audit.

Climate change

Our work on the assessment of potential impacts on climate-related risks on the Group’s

operations and financial statements included:

• Enquiries and challenge of management to understand the actions they have taken to identify

climate-related risks and their potential impacts on the financial statements and adequately

disclose climate-related risks within the annual report;

• Our own qualitative risk assessment taking into consideration the sector in which the Group

operates and how climate change affects this particular sector;

• Involvement of climate-related experts in evaluating management’s risk assessment; and

• Review of the minutes of Board and Audit Committee meetings and other papers related

to climate change and performed a risk assessment as to how the impact of the Group’s

commitment may affect the financial statements and our audit.

We challenged the extent to which climate-related considerations, including the expected

cash flows from the initiatives and commitments have been reflected, where appropriate, in

management’s going concern assessment and viability assessment.

We also assessed the consistency of management’s disclosures included as ‘Other Information’ on

page 99 with the financial statements and with our knowledge obtained from the audit.

Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters

materially impacted by climate-related risks.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance

in our audit of the financial statements of the current period and include the most significant

assessed risks of material misstatement (whether or not due to fraud) that we identified, including

those which had the greatest effect on: the overall audit strategy, the allocation of resources

in the audit, and directing the efforts of the engagement team. These matters were addressed

in the context of our audit of the financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.

Independent auditor’s report continued

to the members of Ceres Power Holdings plc

97Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Overview continued

Key audit matters continued

Key audit matter – 1 How the scope of our audit addressed the key audit matter

Revenue

Recognition: application

of IFRS 15 and measurement

of revenue

(Accounting policies, Note 2 -

Revenue £51.9m)

The Group accounts for revenue in

line with the requirements of IFRS 15,

Revenue from contracts with customers.

Given the Group’s revenue contracts

are complex, the application of IFRS 15

and measurement of revenue requires

management to make a number of

judgements and estimates as included

below.

The contracts are specific to each

customer and are complex. However,

there are some similarities across

the contracts. For the purpose of

assessing risk of material misstatement,

we grouped the contracts into three

buckets: 1) new contracts entered into in

the period; 2) contracts being extended;

and 3) contracts ending in the period.

Within each of these ‘buckets’ there

are four revenue streams: technology

transfer, hardware sales, licence

development and engineering services.

Where new contracts were entered into,

the judgements and estimates required

include: the consideration of contract

length and variable consideration on

transaction price, the identification of

performance obligations, whether the

basis used in allocating the transaction

price is appropriate and reasonable,

and whether the measurement of

revenue allocated to each performance

obligations is correct or not.

Where contracts are extended, the

judgements and estimates required

include the assessment of whether

the remaining goods and services

are distinct or not from those

already transferred, and whether the

measurement of revenue allocated to

each of the remaining performance

obligations is correct or not.

For each of the new contracts entered into in the period, we assessed management’s application of the IFRS 15 five step

model and performed the following procedures:

• We obtained signed copies of the new contracts, verified that contracts had been approved and created enforceable

rights and assessed the contract length given the judgement involved on substantive termination penalties.

• We obtained management’s assessment of the performance obligations contained within each contract and challenged

their determination of whether each performance obligation was distinct through understanding the terms of the

contract, and through our understanding of the nature of the services provided.

• We assessed management’s determination of the transaction price. This included evaluating the terms of the contract

to determine if it included fixed amounts, variable amounts, or both.

• We assessed management’s allocation of the transaction price to individual performance obligations through auditing

the judgements and estimates made by management in relation to this.

For technology transfer and hardware sales this included testing the transaction prices of the performance obligations for

consistency with other contracts and previous transactions.

For licence development and engineering services we assessed the reasonableness of allocating the remaining

transaction price on a residual basis. This included considering factors such as whether the performance obligations have

an observable selling price, and whether that selling price was highly variable in nature.

Having determined whether the residual basis was appropriate, we then consider whether that allocation of the residual

pool between performance obligations was reasonable. We did this by determining whether the ratio used to allocate the

residual pool was in agreement with the ratios included in the contracts.

• We challenged management over the judgements and assumptions detailed above, comparing them against our

understanding of the business and agreeing the input data for judgements to supporting documentation.

• We considered whether the treatment of the contract is in line with the revenue recognition accounting policy.

• We tested the revenue recognised in the year by obtaining evidence that performance obligations had been satisfied

at a point in time or over time through corroboration to supporting documents. We challenged management for any

contradictory information noted as a result of procedures performed.

98 Ceres Annual Report 2024

Financial statements

Overview continued

Key audit matters continued

Key audit matter – 1 continued How the scope of our audit addressed the key audit matter

There was no judgement required for

contracts that ended in the period as

the revenue recognised equalled total

contract value, less amounts recognised

in previous periods.

For these reasons, the application of

IFRS 15 and measurement of revenue

in respect of revenue relating to new

contracts and contracts that were

extended required significant auditor

attention. We therefore determined this

to be a key audit matter

For contracts that were extended in the period we challenged management’s assessment of whether the remaining goods

and services were distinct from those already transferred. We did this by considering the terms of the contract change in

the context of our understanding of the nature of the future goods and service to be provided under the contract.

Where the goods and services were considered to be distinct from those previously provided, we confirmed whether this

led to a termination of an existing contract and the creation of a new contract; this was tested in accordance with new

contracts detailed above and contracts ending as per below.

Where they were not considered distinct, we confirmed that they were accounted for in the same manner as the existing

contract and we tested the cumulative catch up adjustments through recalculation and agreeing changes in terms to

signed contracts. In addition we agreed the basis of price allocation as per the underlying contract by considering whether

management had correctly allocated the revenue for the remaining performance obligations.

For contracts ending in the period, we ensured that revenue recognised in the current year equalled total contract value

less revenue recognised in previous years.

Key observations:

As a result of the procedures performed we did not find any matters to indicate that judgements made in the application of

IFRS 15 or the measurement of revenue led to revenue being materially misstated.

Key audit matter – 2 How the scope of our audit addressed the key audit matter

Capitalisation of

development costs

(Accounting policies, Note

11 – Intangibles, Internal

development programmes

£18.7m)

The Group capitalised £2.0m of costs

relating to internal development

programmes in the year.

Given the significance of capitalised

development costs to the Group’s

activities, and given the significant

judgement required in the assessment

and application of the capitalisation

criteria, there is a risk that costs

incurred for have been inappropriately

capitalised. We therefore determined

this to be a key audit matter.

We have performed an assessment of the capitalised costs to understand the rationale behind capitalisation and the

likelihood of future benefits to be drawn from the costs incurred, in order to determine whether the capitalisation criteria

within IAS 38 were met.

For externally-incurred costs capitalised in the year, we have agreed a sample to supporting documentation and considered

whether these costs were eligible for capitalisation under the criteria in IAS 38.

For capitalised labour costs, we have:

• reconciled the costs to the total payroll charge for the period,

• tested the time sheets allocation of labour costs to internal development programmes, and

• tested a sample of labour hours capitalised in the period by ensuring the capitalised hours had been approved, and

related to activities that met the criteria for capitalisation under IAS 38.

Key observations:

As a result of the testing above we did not find any matters to indicate that the capitalised development costs were

materially misstated.

Independent auditor’s report continued

to the members of Ceres Power Holdings plc

99Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements,

including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of

testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular

circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:

Group financial statements Parent company financial statements

2024

2023

2024

2023

Materiality 880,000 328,000 830,000 213,000

Basis for determining materiality 1.25% of expenses 1.5% of revenue Capped at 95% (2023: 65%) of Group materiality.

Rationale for the benchmark applied Given the volatility of revenue, and having considered metrics in the

financial statements that are most relevant to users of the financial

statements, we have determined that changing the basis on which

materiality is calculated to expenses is appropriate. We have selected

a materiality for FY24 of £880,000 based on 1.25% of expenses

as we consider this is the best reflection of the scale of the entity’s

operations noting it has also been relatively consistent year on year.

Ceres Power Holdings Plc is a holding company with investments

in subsidiaries. We considered a benchmark based on net assets

to be most appropriate, however have capped materiality to a

percentage of Group materiality.

Performance materiality 570,000 213,000 540,000 138,000

Basis for determining performance materiality In setting the level of performance materiality we considered a number of factors including the expected total value of known and

likely misstatements, the number of areas of estimation within the financial statements and the type of audit testing to be completed.

Performance materiality was set at 65% of materiality (2023: 65%)

Rationale for the percentage applied for

performance materiality

Performance materiality is consistent with previous year considering no significant changes in the nature of activities and operations of

the Group.

Component performance materiality

For the purposes of our Group audit opinion, we set performance materiality for each

component of the Group, apart from the Parent Company whose materiality and performance

materiality are set out above, based on a percentage of between 88% and 95% of Group

performance materiality (2023: 65% of Component materiality) dependent on the size and our

assessment of the risk of material misstatement of those components. Component performance

materiality ranged from £770,000 to £830,000 (2023: 65% of component materiality ranging

from £184,000 to £308,000).

Reporting threshold

We agreed with the Audit Committee that we would report to them all individual audit

differences in excess of £44,000 (2023: £7,000). We also agreed to report differences below

this threshold that, in our view, warranted reporting on qualitative grounds.

Other information

The directors are responsible for the other information. The other information comprises the

information included in the Annual Report and Accounts other than the financial statements and

our auditor’s report thereon. Our opinion on the financial statements does not cover the other

information and, except to the extent otherwise explicitly stated in our report, we do not express

any form of assurance conclusion thereon. Our responsibility is to read the other information

and, in doing so, consider whether the other information is materially inconsistent with the

financial statements or our knowledge obtained in the course of the audit, or otherwise appears

to be materially misstated. If we identify such material inconsistencies or apparent material

misstatements, we are required to determine whether this gives rise to a material misstatement in

the financial statements themselves. If, based on the work we have performed, we conclude that

there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

100 Ceres Annual Report 2024

Financial statements

Corporate governance statement

The UK Listing Rules require us to review the Directors’ statement in relation to going concern,

longer-term viability and that part of the Corporate Governance Statement relating to the parent

company’s compliance with the provisions of the UK Corporate Governance Code specified for

our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following

elements of the Corporate Governance Statement is materially consistent with the financial

statements or our knowledge obtained during the audit.

Going concern and

longer-term viability

• The Directors’ statement with regards to the appropriateness of

adopting the going concern basis of accounting and any material

uncertainties identified set out on page 106; and

• The Directors’ explanation as to their assessment of the Group’s

prospects, the period this assessment covers and why the period is

appropriate set out on page 106.

Other Code provisions • Directors’ statement on fair, balanced and understandable set out on

page 93;

• Board’s confirmation that it has carried out a robust assessment of

the emerging and principal risks set out on page 39;

• The section of the annual report that describes the review of

effectiveness of risk management and internal control systems set

out on page 58; and

• The section describing the work of the audit committee set out on

page 58.

Other Companies Act 2006 reporting

Based on the responsibilities described below and our work performed during the course of the

audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions

and matters as described below.

Strategic report and

Directors report

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the Strategic report and the Directors’

report for the financial year for which the financial statements are

prepared is consistent with the financial statements; and

• the Strategic report and the Directors’ report have been prepared in

accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group and

Parent Company and its environment obtained in the course of the

audit, we have not identified material misstatements in the strategic

report or the Directors’ report.

Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to

be audited has been properly prepared in accordance with the

Companies Act 2006.

Matters on which we

are required to report

by exception

We have nothing to report in respect of the following matters in

relation to which the Companies Act 2006 requires us to report to

you if, in our opinion:

• adequate accounting records have not been kept by the Parent

Company, or returns adequate for our audit have not been received

from branches not visited by us; or

• the Parent Company financial statements and the part of the

Directors’ remuneration report to be audited are not in agreement

with the accounting records and returns; or

• certain disclosures of Directors’ remuneration specified by law are

not made; or

• we have not received all the information and explanations we

require for our audit.

Responsibilities of Directors

As explained more fully in the Statement of Directors’ Responsibilities statement in respect of

the Annual Report and Financial Statements, the Directors are responsible for the preparation of

the financial statements and for being satisfied that they give a true and fair view, and for such

internal control as the Directors determine is necessary to enable the preparation of financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and

the Parent 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 Group or the Parent Company or to cease operations, or have no

realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations.

We design procedures in line with our responsibilities, outlined above, to detect material

misstatements in respect of irregularities, including fraud. The extent to which our procedures are

capable of detecting irregularities, including fraud is detailed below:

Independent auditor’s report continued

to the members of Ceres Power Holdings plc

101Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Auditor’s responsibilities for the audit of the financial statements continued

Non-compliance with laws and regulations

Based on:

• Our understanding of the Group and the industry in which it operates;

• Discussion with management and those charged with governance; and

• Obtaining an understanding of the Group’s policies and procedures regarding compliance with

laws and regulations

We considered the significant laws and regulations to be the UK adopted international accounting

standards, UK GAAP, UK tax legislation, Listing Rules and the Companies Act 2006.

The Group is also subject to laws and regulations where the consequence of non-compliance

could have a material effect on the amount or disclosures in the financial statements, for example

through the imposition of fines or litigations. We identified such laws and regulations to be health

and safety legislation and GDPR legislation.

Our procedures in respect of the above included:

• Review of minutes of meeting of those charged with governance for any instances of non-

compliance with laws and regulations;

• Review of correspondence with regulatory and tax authorities for any instances of non-

compliance with laws and regulations;

• Review of financial statement disclosures and agreeing to supporting documentation;

• Involvement of tax specialists in the audit; and

• Review of legal expenditure accounts to understand the nature of expenditure incurred.

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including

fraud. Our risk assessment procedures included:

• Enquiry with management and those charged with governance and the Audit Committee

regarding any known or suspected instances of fraud;

• Obtaining an understanding of the Group’s policies and procedures relating to:

• Detecting and responding to the risks of fraud; and

• Internal controls established to mitigate risks related to fraud.

• Review of minutes of meeting of those charged with governance for any known or suspected

instances of fraud;

• Discussion amongst the engagement team as to how and where fraud might occur in the

financial statements;

• Performing analytical procedures to identify any unusual or unexpected relationships that may

indicate risks of material misstatement due to fraud; and

• Considering remuneration incentive schemes and performance targets and the related financial

statement areas impacted by these.

Based on our risk assessment, we considered the areas most susceptible to fraud to be

management override of controls, incorrect application of IFRS 15 (revenue from contracts with

customers) on contracts and incorrect measurement of revenue.

Our procedures in respect of the above included:

• Testing a sample of journal entries throughout the year, which met a defined risk criteria, by

agreeing to supporting documentation;

• Assessing significant estimates made by management for bias including the dilapidations

provisions and the recognition and measurement of inventory provision; and

• Assessing the application of IFRS 15 on contracts including the estimates and judgements used

in the measurement of revenue based on procedures performed on key audit matter 1 above.

We also communicated relevant identified laws and regulations and potential fraud risks to

all engagement team members who were all deemed to have appropriate competence and

capabilities and remained alert to any indications of fraud or non-compliance with laws and

regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial

statements, recognising that the risk of not detecting a material misstatement due to fraud is

higher than the risk of not detecting one resulting from error, as fraud may involve deliberate

concealment by, for example, forgery, misrepresentations or through collusion. There are inherent

limitations in the audit procedures performed and the further removed non-compliance with laws

and regulations is from the events and transactions reflected in the financial statements, the less

likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website

at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the Parent Company’s members, as a body, in accordance with

Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we

might state to the Parent Company’s members those matters we are required to state to them in an

auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept

or assume responsibility to anyone other than the Parent Company and the Parent Company’s

members as a body, for our audit work, for this report, or for the opinions we have formed.

Peter Acloque (Senior Statutory Auditor)

For and on behalf of BDO LLP, Statutory Auditor

London, UK

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

102 Ceres Annual Report 2024

Financial statements

Consolidated statement of profit and loss and other comprehensive income

for the year ended 31 December 2024

		2024	2023
	Note	£’000	£’000
Revenue	2	51,891	22,324
Cost of sales		(11,727)	(8,770)
Gross profit		40,164	13,554
Other operating income	3	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	3	(25,872)	(53,609)
Taxation charge	7	(2,433)	(399)
Loss for the financial year and total comprehensive loss		(28,305)	(54,008)
Loss per £0.10 ordinary share expressed in pence per share:
– basic and diluted	8	(14.64)p	(28.03)p

The notes on pages 106 to 131 are an integral part of these consolidated financial statements.

103Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Consolidated statement of financial position

as at 31 December 2024

		As at 31 Dec	As at 31 Dec
		2024	2023
	Note	£’000	£’000
Assets
Non-current assets
Property, plant and equipment	9	23,584	25,882
Right-of-use assets	10	1,834	2,141
Intangible assets	11	19,974	19,054
Investment in associates	12	2,218	2,350
Other receivables	14	741	741
Total non-current assets		48,351	50,168
Current assets
Inventories	13	2,756	2,825
Contract assets	2	8,208	1,575
Other current assets	15	1,430	1,193
Derivative financial instruments	19	8	8
Current tax receivable		—	771
Trade and other receivables	14	17,885	9,876
Short-term investments	16	54,971	90,249
Cash and cash equivalents	16	47,494	49,707
Total current assets		132,752	156,204
Liabilities
Current liabilities
Trade and other payables	17	(3,538)	(4,983)
Contract liabilities	2	(10,682)	(7,469)
Other current liabilities	18	(6,825)	(6,301)
Derivative financial instruments		—	(99)
Lease liabilities	20	(731)	(694)
Provisions	21	(441)	(647)
Total current liabilities		(22,217)	(20,193)
Net current assets		110,535	136,011

		As at 31 Dec	As at 31 Dec
		2024	2023
	Note	£’000	£’000
Non-current liabilities
Lease liabilities	20	(1,492)	(1,902)
Other non-current liabilities	18	(1,221)	(1,360)
Provisions	21	(2,340)	(2,282)
Total non-current liabilities		(5,053)	(5,544)
Net assets		153,833	180,635
Equity attributable to the owners of the parent
Share capital	22	19,370	19,297
Share premium		406,650	406,184
Capital redemption reserve	23	3,449	3,449
Merger reserve	23	7,463	7,463
Accumulated losses		(283,099)	(255,758)
Total equity		153,833	180,635

The notes on pages 106 to 131 are an integral part of these consolidated financial statements.

The financial statements on pages 102 to 105 were approved by the Board of Directors on 20

March 2025 and were signed on its behalf by:

Phil Caldwell Stuart Paynter

Chief Executive Officer Chief Financial Officer

Ceres Power Holdings plc

Registered Number: 5174075

104 Ceres Annual Report 2024

Financial statements

Consolidated cash flow statement

for the year ended 31 December 2024

		2024	2023
	Note	£’000	£’000
Cash flows from operating activities
Loss before taxation		(25,872)	(53,609)
Adjustments for:
Finance income	4	(5,807)	(7,079)
Finance expense	4	362	1,287
Depreciation of property, plant and equipment	3	7,472	7,461
Depreciation of right-of-use assets	3	710	641
Amortisation of intangibles	3	1,374	1,024
Net foreign exchange loss/(gains)	3	79	(232)
Net change in fair value of financial instruments at fair value through profit or loss	3	(99)	143
Share-based payments	24	964	67
Operating cash flows before movements in working
capital and provisions		(20,817)	(50,297)
(Increase)/decrease in trade and other receivables
and other current assets		(8,757)	6,356
Decrease in inventories		69	2,889
(Decrease)/increase in trade and other payables
and other liabilities		(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)

		2024	2023
	Note	£’000	£’000
Investing activities
Proceeds from sale of property, plant and equipment		—	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 generated from investing activities		34,263	12,287
Financing activities
Proceeds from issuance of ordinary shares		539	809
Repayment of lease liabilities	20	(774)	(658)
Finance interest paid	4	(243)	(393)
Net cash used by financing activities		(478)	(242)
Net decrease in cash and cash equivalents		(2,156)	(21,854)
Exchange (loss)/gain on cash and cash equivalents		(57)	(223)
Cash and cash equivalents at beginning of year		49,707	71,784
Cash and cash equivalents at end of year	16	47,494	49,707

Non-cash items have been reconciled in Note 28.

The notes on pages 106 to 131 are an integral part of these consolidated financial statements.

105Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Consolidated statement of changes in equity

for the year ended 31 December 2024

				Capital
		Share	Share	redemption	Merger	Accumulated
		capital	premium	reserve	reserve	losses	Total
	Note	£’000	£’000	£’000	£’000	£’000	£’000
At 1 January 2023		19,209	405,463	3,449	7,463	(201,817)	233,767
Comprehensive income
Loss and total comprehensive loss for the financial year		—	—	—	—	(54,008)	(54,008)
Total comprehensive loss		—	—	—	—	(54,008)	(54,008)
Transactions with owners
Issue of shares, net of costs	22	88	721	—	—	—	809
Share-based payments	24	—	—	—	—	67	67
Total transactions with owners		88	721	—	—	67	876
At 31 December 2023		19,297	406,184	3,449	7,463	(255,758)	180,635
Comprehensive income
Loss and total comprehensive loss for the financial year		—	—	—	—	(28,305)	(28,305)
Total comprehensive loss		—	—	—	—	(28,305)	(28,305)
Transactions with owners
Issue of shares, net of costs	22	73	466	—	—	—	539
Share-based payments	24	—	—	—	—	964	964
Total transactions with owners		73	466	—	—	964	1,503
At 31 December 2024		19,370	406,650	3,449	7,463	(283,099)	153,833

The notes on pages 106 to 131 are an integral part of these consolidated financial statements.

106 Ceres Annual Report 2024

Financial statements

Notes to the consolidated financial statements

for the year ended 31 December 2024

1. Accounting policies used in the preparation of the financial statements

The Company is incorporated and domiciled in the United Kingdom and is registered on the

equity shares (commercial companies) category of the Main Market of the London Stock

Exchange (LON:CWR).

The accounting policies applied in the preparation of these consolidated financial statements are

set out below and at the start of the respective notes to these consolidated financial statements.

These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

The consolidated financial statements of the Group have been prepared on a going concern basis,

in accordance with UK-adopted International Accounting Standards (“IFRS”).

The Company has elected to prepare its entity financial statements in accordance with Financial

Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and these are presented on

pages 132 to 137.

The consolidated financial statements have been prepared on a historical cost basis except for

derivative financial instruments that are stated at their fair value.

Foreign currencies

The consolidated financial statements are presented in pounds sterling, which is the Company’s

functional currency and the Group’s presentational currency. Transactions denominated in foreign

currencies are translated into sterling at the exchange rate ruling at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at

the foreign exchange rate prevailing at the period end. Foreign exchange differences arising on

translation are recognised in the Consolidated Statement of Profit and Loss.

Basis of consolidation

The consolidated financial statements of Ceres Power Holdings plc include the results of the

Company, subsidiaries which are controlled by the Group and the Group’s interest in associates.

The Group controls an entity when it is exposed to, or has rights to, variable returns from its

involvement with the entity and has the ability to affect those returns through its power over the

entity. In assessing control, the Group takes into consideration substantive potential voting rights

that are currently exercisable. The acquisition date is the date on which control is transferred to

the acquirer. The financial statements of subsidiaries are included in the consolidated financial

statements from the date that control commences until the date that control ceases.

Intra-Group balances and transactions, and any unrealised income and expenses arising from

Intra-Group transactions, are eliminated.

Associates

An associate is an entity over which the Group has significant influence. Significant influence

is the power to participate in the financial and operational policy decisions of the investee but

is not control or joint control over those policies. The Group’s share of the results of associates

is included in the Group’s Consolidated Statement of Profit and Loss using the equity method

of accounting.

Investments in associates are recognised in the Group’s Consolidated Statement of Financial

Position at cost plus post-acquisition changes in the Group’s share of the entity’s net assets,

less any impairment in value. If the Group’s share of losses in an associate equals or exceeds its

investment in the associate, the Group does not recognise further losses, unless it has incurred

obligations to do so or made payments on behalf of the associate.

Unrealised gains arising from transactions with associates are eliminated to the extent of the

Group’s interest in the entity.

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 presented on pages 43 to 45 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.

107Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

1. Accounting policies used in the preparation of the financial statement

continued

Critical accounting judgements and estimates

The preparation of financial statements in conformity with IFRS requires management to

make judgements, estimates and assumptions that affect the reported amounts of assets and

liabilities at the date of the financial statements and the reported amounts of revenues and

expenses during the reporting period. Although these estimates are based on management’s

best knowledge of the amount, event or actions, actual results may ultimately differ from

these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions

to accounting estimates are recognised in the period in which the estimate is revised.

Significant judgements

The judgements made by management in applying accounting policies that are considered

to have the most significant impact on the Group’s assets and liabilities are the following:

• Revenue from customer contracts;

• Capitalisation and amortisation of development costs; and

• Determination of the term of the lease as a lessee in the event of agreements with

termination options.

Revenue from customer contracts

The Group generated £51.9 million in revenue from customer contracts during the year ended

31 December 2024 (2023: £22.3 million). At year end, net contract liabilities are at £2.5 million

(2023: £5.9 million). Note 2 provides a detailed explanation of Group’s revenue recognition

accounting policies and the change in net contract liability position compared to the prior year.

Customer contracts typically include engineering services, technology hardware sales, and licensing

agreements. Recognising revenue from these contracts requires judgement in several key areas:

Enforceable rights: In determining the contract length, we assess each contract’s termination

clauses to determine if there are substantive termination penalties such that enforceable rights exist

across the contracted term.

Identifying performance obligations: We assess each contract to determine the distinct promises

made to the customer. This involves judgement, as each contract can have unique elements.

Allocating revenue: We determine the appropriate allocation of revenue to each distinct performance

obligation within a contract. This requires judgement of the relative value of each element.

Assessing variable consideration: Some contracts include variable consideration. These amounts are

evaluated, including any limitations on their recognition, to ensure revenue is recognised appropriately.

A key element of revenue recognition involves determining the nature of our technology licenses.

This requires judgement to distinguish between granting a right to use existing intellectual

property (IP) and a right to access future IP developments. For example, if a customer gains

access to our existing IP at a specific point in time, this is typically treated as a right to use

license. In contrast, where a contract confers the customer with the right to benefit from future

IP developments as they occur, that is more likely to be treated as a right to access licence.

Determining the point at which the customer fully benefits from the IP also requires judgement,

considering factors such as the customer’s experience with solid oxide cell technology.

These judgements are based on a thorough review and interpretation of the specific terms

and conditions within each customer contract. Revenue is recognised to the extent that it is

highly probable that there will not be a significant reversal in the amount of cumulative revenue

recognised in a future reporting period.

Capitalisation and amortisation of development costs

When determining the criteria for starting, and subsequently ceasing, the capitalisation of

development costs as an internally generated asset, IAS 38 requires that strict criteria are met; in

particular, that it is probable that future economic benefits will result from the development asset.

Following the signing of commercial contracts with the Group’s strategic partners in 2018,

management determined that the probability threshold had been met for the Group’s fuel cell

(SOFC) technology, and the Group implemented processes to continuously review and assess all

customer and internal development programme expenditure to ascertain whether it is appropriate

to capitalise development costs under IAS 38. The Group’s R&D costs in relation to solid oxide

electrolysis cell (SOEC) technology did not fully meet the criteria for capitalisation under IAS 38,

therefore none of these costs are capitalised as at 31 December 2024.

Determining when capitalisation should commence is a critical judgement, as is the basis for the

appropriate stage at which to cease capitalising ongoing costs and to commence amortising the

capitalised asset.

Within the Group there is an established Technology and Product Development Process with

gated milestones that assesses the technology and product viability and maturity. Generally,

until a programme has passed the required milestone gate, all expenditure is deemed “Research”

and expensed as incurred. Identifiable development expenses incurred after the milestone

gate is passed are capitalised within the parameters set out in the accounting policy. Once a

programme has passed another milestone gate, confirming development activities are completed,

the capitalisation of costs ceases. Any further expenditure is expensed, and amortisation of the

intangible asset commences.

Application of the above policy requires management’s judgement around key areas such as

future commercial feasibility of the development and that future economic benefit will be derived

from the development. The Executive Committee regularly reviews the critical judgements

around capitalisation and useful economic life of development projects.

During the year ended 31 December 2024, the application of these judgements resulted in

development costs of £2.3 million (2023: £6.8 million) being capitalised (see Note 11). The net

book value of capitalised development costs as at 31 December 2024 increased to £19.9 million

(31 December 2023: £18.8 million), and amortisation of £1.3 million (2023: £0.9 million) was

charged during the year.

108 Ceres Annual Report 2024

Financial statements

Notes to the consolidated financial statements continued

for the year ended 31 December 2024

1. Accounting policies used in the preparation of the financial statement

continued

Determination of the term of the lease as a lessee in the event of agreements with

termination options

Ceres determines the term of the lease as the non-cancellable period for which the lessee has

the right to use the asset as well as periods covered by termination options if Ceres is reasonably

certain that it will not exercise that option. Both leases for premises contain a break clause. Ceres

applies judgement in evaluating whether it is reasonably certain that an option to renew will be

exercised or that an option to terminate the lease will not be exercised. In this context, Ceres

considers all relevant facts and circumstances that create an economic incentive for Ceres to

exercise, or not to exercise, the termination option.

Significant estimates and assumptions

Significant estimates and associated assumptions are those that have a significant risk of resulting

in a material adjustment to the carrying amounts of assets and liabilities within the next financial

year. Although these estimates are based on management’s best knowledge of the amount,

event or actions, actual results may ultimately differ from these estimates. The estimates and

underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates

are recognised in the period in which the estimate is revised.

The most significant estimates, assumptions and sources of uncertainty applicable in preparing

the consolidated financial statements are set out below:

• Determination of period-related revenue recognition over the course of customer contracts;

• Recognition and measurement of warranty provisions; and

• Recognition and measurement of dilapidation provisions.

Determination of period-related revenue recognition over the course of

customer contracts

For engineering services and development licences, revenue is recognised over time as the

performance obligation is progressively satisfied. The determination of the amount and timing of

revenue recognition requires significant estimation to assess the stage of completion for contracts

with these performance obligations.

The stage of completion for both engineering services and development licences is typically

determined using an input method, based on progress towards the contracted completion date

of the statement of work, assessed by comparing time elapsed with time remaining. Changes in

these estimates may impact the revenue recognised at the reporting date.

In the prior year, engineering service revenue for previous contracts was being recognised on

the percentage of completion method measured based on the contract labour hours at each

reporting period compared to the estimated total contract labour hours required to deliver the

service over the contract life. The change in estimate from percentage of completion to time

elapsed is aligned with the consumption of the performance obligation by the customers. The

impact of applying this change is immaterial on current year’s reported revenue.

Recognition and measurement of warranty provisions and contingent liabilities

As at 31 December 2024, the Group recognised warranty provisions of £0.4 million (31

December 2023: £0.6 million). When recognising and measuring provisions, assumptions are

required about probability of occurrence, maturity and level of risk. Determining whether a

current obligation exists is usually based on review by internal experts. The amount of provision

is based on expected expenses, and is either calculated by assessing the specific case in light of

empirical values, outcomes from comparable circumstances, evidence provided from historical

commercial settlements, or else estimated by experts.

Management believes that, based on existing knowledge, it is reasonably possible that warranty

costs could be up to 50% higher or lower than recognised. This could result in the Group incurring

additional costs of up to c.£0.2 million over the next 12 months (2023: £0.3 million) as a result.

Note 21 sets out further details around the Group’s warranty provisions.

Recognition and measurement of dilapidation provisions

As at 31 December 2024, the Group has recognised dilapidation provisions of £2.3 million

(31 December 2023: £2.3 million). The amount of provision is based on the expected cost

at the termination of the lease agreements, to bring the leasehold properties back to their

original condition. The provision has been based on an independent surveyor’s report; however,

management has applied judgement and interpretation to determine the best estimate of the

expenditure required to settle the Group’s probable liability based on this valuation, as well as to

determine appropriate discount and inflation rates to apply. If total dilapidation costs ended up

being 10% higher than expected, additional costs incurred would be in the order of £0.3 million

(2023: £0.2 million). Note 21 sets out further details around the Group’s dilapidation provisions.

New standards and amendments applicable as of 1 January 2024

The Group has adopted all standards, interpretations amended or newly issued by the IASB that

were effective in the year. Their adoption has not had any material effect on the consolidated

financial statements, these are:

• IAS 1 Presentation of financial statements (Amendment – Classification of liabilities as current

or non-current and non-current liabilities with covenants);

• IFRS 16 Lease (Amendment – Lease liability in a sale and leaseback); and

• IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments (Amendment – disclosures

of supplier finance arrangements).

109Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

1. Accounting policies used in the preparation of the financial statement

continued

New standards and amendments issued but not yet effective

The following adopted IFRSs have been issued, have an effective date for annual periods beginning

on or after 1 January 2025 and have not been applied by the Group in these consolidated financial

statements. Their adoption is not expected to have a material effect on the consolidated financial

statements unless otherwise indicated.

The following amendments are effective for the periods beginning 1 January 2025 and 1 January

2026, but have not yet been adopted by the UK Endorsement Board:

• IAS 21 The Effect of Changes in Foreign Exchange (Amendment – Lack of exchangeability);

• IFRS 9 Financial Instruments (Amendment – Classification and measurement of financial

instruments); and

• IFRS 9, IFRS 7 Presentation and disclosure of financial instruments (Amendment – Contracts

referencing nature-dependent electricity.

IFRS 18 Presentation and Disclosure in Financial Statements is applicable from 1 January 2027 (not

yet endorsed in the UK) so management have not yet assessed the impact.

The Group no longer presents segmental reporting information which is now consistent with the

information the chief operating decision maker receives. This has changed since the 2023 Annual

Report as a result of the combined SOFC and SOEC agreement signed by Delta.

2. Revenue

Revenue and direct costs

Revenue comprises the fair value of the consideration received or receivable for the provision of

goods and services in the ordinary course of the Group’s activities. Revenue is shown net of value

added tax, other sales taxes and after eliminating sales within the Group.

Revenue primarily consists of amounts received or receivable from licence, development,

evaluation and supply contracts.

Manufacturing licence agreements

Manufacturing licence agreements serve to licence core cell and stack IP with associated

performance obligations to support the partner through to factory launch and royalty generation.

As the core IP has matured, these agreements have moved from having a focus on collaborative

development of the IP, to a less bespoke licence and support model. These two types of

manufacturing licence agreement are referred to below as “legacy” and “new”.

Legacy manufacturing licence agreements

Engineering services – the nature of work typically includes joint development of core IP along

with stand-ready support to assist the partner to factory launch. Revenue is allocated based

on an initial cost estimate with an appropriate margin uplift applied (cost-plus margin). Revenue

is recognised based on an input method as the performance obligation is satisfied.

Prototype hardware – the nature of the hardware is to supply the partner with hardware to utilise

in their factory and system development. Revenue is allocated based on an initial cost estimate

with an appropriate margin uplift applied (cost-plus margin). Control is assessed to have passed to

the partner on delivery and therefore the performance obligation is satisfied at a point in time.

Right to use technology transfer licence – the right to use technology transfer licence provides

the partner with the required IP to design and construct a manufacturing facility. The performance

obligation is satisfied at a point in time when the technology transfer is provided to the partner.

Right to access development licence – the right to access development licence provides the

partner the right to access future technology advancements up until the start of production.

The performance obligation is transferred to the partner evenly over time up until the partner

starts commercial production.

New manufacturing licence agreements

Right to use technology transfer licence – the right to use technology transfer licence provides

the partner with the required IP to design and construct a manufacturing facility. Revenue is

allocated by reference to a stand-alone selling price observable for the performance obligation.

The performance obligation is satisfied at a point in time when the technology transfer is

provided to the partner.

Prototype hardware – the nature of the hardware is to supply the partner with hardware to utilise

in their factory and system development. Revenue is allocated based on an initial cost estimate

with an appropriate margin uplift applied (cost-plus margin). Control is assessed to have passed

to the partner on delivery and therefore the performance obligation is satisfied at a point in time.

Right to access development licence – the right to access development licence provides the

partner the right to access future technology advancements up until the start of production.

The performance obligations transferred to the partner evenly over time up until the partner

starts commercial production.

Engineering services – the nature of the work typically comprises stand-ready support to help

our partners with their commercialisation targets. The performance obligation is recognised as

support occurs and, without evidence to the contrary, is transferred to the partner evenly over

time up until the partner starts commercial production.

Revenue is allocated to the right to access development licence and engineering services

on a residual basis after allocation of revenue to the right to use licence and provision of

prototype hardware.

110 Ceres Annual Report 2024

Financial statements

Notes to the consolidated financial statements continued

for the year ended 31 December 2024

2. Revenue continued

Manufacturing licence agreements continued

New manufacturing licence agreements continued

Technology evaluation occurs when partners evaluate Ceres technology for potential further

uses. The performance obligations typically consist of prototype hardware and engineering

services and revenue is allocated in line with legacy manufacturing licence agreements. For

prototype hardware recognition of revenue depends on the nature of the evaluation, if the

control of the hardware remains with Ceres, revenue is recognised evenly over the period of

evaluation. If the control is transferred to the customer, revenue is recognised at the point in

time control is passed to the customer.

Other licence, development and supply agreements

Aside from the agreement types laid out above, Ceres also engage in other licence, development

and supply agreements with partners. These could contain right to use and right to access licences,

engineering services and prototype hardware supply and are typically accounted for in the same

manner as legacy manufacturing licence agreements.

Material differences in the amount of revenue in any given period may result if the judgements

or estimates prove to be incorrect or if management’s estimates change on the basis of

development of the business or market conditions. This is considered further in the significant

judgements and estimates section of Note 1. The revenue recognition is subject to certainty of

receipt of cash, or when any specific conditions in agreements have been met. Where there is a

timing difference between the recognition of revenue and invoicing under a contract, a contract

asset or liability is recognised.

If a loss is expected in respect of a contract, the entire loss is recognised immediately in the

Consolidated Statement of Profit and Loss.

Variable consideration, such as for the achievement of performance targets or variation requests

under negotiation with the customer at the reporting date, can be included in the transaction

price associated with the performance obligations. These estimates of the expected value or

most likely amount are recognised to the extent that it is highly probable that there will not be a

significant reversal in the amount of cumulative revenue recognised in a future reporting period.

Contract modifications are treated as a separate contract if the scope of the contract increases

because of the addition of distinct goods or services, and the price of the contract increases by

an amount of consideration that reflects the stand-alone selling price of the additional promised

goods or services.

Where a contract modification does not meet these criteria, it is accounted for as an adjustment

to the existing contract, either prospectively, where the remaining goods or services are distinct

from the goods and services transferred before the modification, or through a cumulative catch-

up adjustment, where the remaining services are not distinct and are part of a single performance

obligation that is only partially satisfied when the contract is modified.

Geographical market

	2024	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

		2023
	2024	£’000
	£’000	Restated 1
Provision of technology hardware	6,938	5,726
Engineering services and licences 1	44,953	16,598
	51,891	22,324

1. Following 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

	2024	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

Contract-related assets and liabilities

		31 Dec 2024	31 Dec 2023	1 Jan 2023
	Note	£’000	£’000	£’000
Trade receivables	14	9,872	3,422	11,825
Contract assets – accrued income		7,333	1,575	400
Contract assets – deferred contract costs		875	—	—
Total contract-related assets		18,080	4,997	12,225
Contract liabilities – deferred income		(10,682)	(7,469)	(7,363)

111Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

2. Revenue continued

Contract-related assets and liabilities continued

No material expected credit losses were recognised against trade receivables or contract assets

in either the current or prior year. Further details regarding the composition of trade receivables

can be found in Note 14.

The contract assets – accrued income – relates to consideration for work completed but not

billed at the reporting date. The contract assets are transferred to trade receivables when the

work is invoiced. The increase in the balance compared with 31 December 2023 is a result of

significant up front revenue recognised in the year from two new licence customers and timing

differences with invoicing.

The contract assets – deferred contract costs – relates to costs to fulfil our performance

obligations under an obtained contract, but before transferring goods or services to the customer.

Contract cost assets are amortised on a systematic basis consistent with the expected pattern of

transfer of the related goods or services under the contract.

The contract liabilities – deferred income – relates to invoices raised in advance of the performance

obligation being satisfied. There are no significant financing components associated with deferred

income. The increase in the balance compared with the prior year is primarily due to timing

differences between revenue recognised on work performed and raising invoices to customers.

Revenue recognised in the current year that was included in the contract liabilities – deferred

income – balance at the beginning of the year was £3,284,000 (31 December 2023: £2,380,000).

Significant changes in the contract assets and the contract liabilities balances during the year are

as follows:

	Contract	Contract
	assets	liabilities
	2024	2024
	£’000	£’000
Revenue recognised that was included in the contract liability
balance at the beginning of the year		3,284
Increases due to invoices raised, excluding amounts recognised
as revenue		(6,497)
Transfers from contract assets recognised at the beginning of the year to revenue	(1,575)
Increase in contract asset due to satisfaction of performance
obligations for which consideration is not yet due	7,333

	Contract	Contract
	assets	liabilities
	2023	2023
	£’000	£’000
Revenue recognised that was included in the contract liability
balance at the beginning of the year		2,380
Increases due to invoices raised, excluding amounts recognised
as revenue		(2,486)
Transfers from contract assets recognised at the beginning of the year to revenue	(400)
Increase in contract asset due to satisfaction of performance
obligations for which consideration is not yet due	1,575

The revenue expected to be recognised in future years for evaluation and development, supply

and licence agreements in respect of performance obligations that are unsatisfied (or partially

unsatisfied) at the year end is:

	2025	2026	2027
	£’000	£’000	£’000
Evaluation, development, supply and licence agreements 1	26,200	24,029	9,671

The comparatives as at 31 December 2023 are as follows:

	2024	2025	2026
	£’000	£’000	£’000
Evaluation, development, supply and licence agreements 1	13,016	3,240	3,240

1. Excluding future royalties receivable from partners.

The above analysis excludes revenue which is contracted but contingent upon milestones or

decision criteria which are at the customers’ discretion.

The Group applies the practical expedient in IFRS 15.121 and does not disclose information about

remaining performance obligations that have original expected durations of one year or less.

112 Ceres Annual Report 2024

Financial statements

Notes to the consolidated financial statements continued

for the year ended 31 December 2024

3. Loss before taxation

Research and development

The Group undertakes research and development activities and expenditures not meeting

the conditions for capitalisation (see Note 11), are written off as incurred and charged to the

Consolidated Statement of Profit and Loss.

Government grants

Grants are recognised on a case-by-case basis. Revenue grants are recognised in the

Consolidated Statement of Profit and Loss as other operating income as the related costs are

incurred and expensed. The reimbursement of the cost of an item of plant and equipment or

intangible by way of a capital grant is presented as deferred income and recognised in the

Consolidated Statement of Profit and Loss as other operating income on a basis consistent

with the depreciation or amortisation of the asset over its estimated useful life.

For grants with no technical milestones, and where recovery is reasonable, the grant is recognised

on an accruals basis in order to match the associated expenditure with the grant income. For grants

with technical milestones, these grants are held on the Consolidated Statement of Financial Position

as deferred income and are recognised only when the relevant milestone has been achieved.

	2024	2023
	£’000	£’000
Operating costs are split as follows:
Research and development costs	48,531	54,034
Administrative expenses	18,014	17,681
Commercial expenses	7,782	4,905
	74,327	76,620
Loss before taxation is stated after (crediting)/charging:
Other operating income – grant income	(244)	(270)
Other operating income – RDEC tax credit	(2,602)	(3,395)
Other operating income – total	(2,846)	(3,665)
Staff costs, including share-based payments (Note 5)	44,996	41,906
Cost of inventories recognised as expense (Note 13)	7,073	4,568
Depreciation of property, plant and equipment (Note 9)	7,472	7,461
Depreciation of right-of-use assets (Note 10)	710	641
Amortisation of intangible assets (Note 11)	1,374	1,024
Repairs expenditure on property, plant and equipment	841	1,030
Net change in fair value of financial instruments at fair value through profit or loss	(99)	143
Net foreign exchange loss/(gain) recognised in operating costs	136	(232)
Net foreign exchange loss recognised in finance expense	79	805

Services provided by the Group’s auditor

During the year the Group obtained the following services from the Group’s auditor as detailed below:

	2024	2023
	£’000	£’000
Fees payable to the Company’s auditor for the audit of parent
Company and consolidated financial statements	127	68
Fees payable to the Company’s auditor for other services:
– the audit of the Company’s subsidiaries	329	177
– audit-related assurance services – review of interim financial
results, including audit assurance	31	30
– audit-related assurance services – 2023 audit extension fees	218	—
– advisory services in relation to the Group’s potential move to the Main Market	—	85
	705	360

4. Finance income and expense

Interest income and expense

Interest income and expense is recognised in the Consolidated Statement of Profit and Loss in the

year in which it is earned or accrued.

	2024	2023
	£’000	£’000
Interest received	5,807	7,079
Total interest income	5,807	7,079
Interest paid	—	(99)
Interest on lease liabilities	(243)	(248)
Unwinding of discount on provisions	(40)	(89)
Other finance costs	—	(46)
Foreign exchange loss on cash, cash equivalents
and short-term deposits	(79)	(805)
Total interest expense	(362)	(1,287)

113Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

5. Employees and Directors

The average number of persons (including Executive Directors) employed by the Group during

the year was:

	2024	2023
	Number	Number
By activity:
Research and development	364	369
Prototype production	102	128
Administration	62	77
Commercial	18	16
	546	590

	2024	2023
	£’000	£’000
Staff costs (for the above persons) comprised:
Wages and salaries, including compensation for loss of office	37,278	35,500
Social security costs	4,289	3,928
Other pension costs (Note 6)	2,465	2,411
Share-based payments (Note 24)	964	67
	44,996	41,906
Less: staff costs capitalised	(6,389)	(7,430)
Staff costs expensed in the year	38,607	34,476

In the above, capitalised staff costs relates to costs that have been recognised on the

Consolidated Statement of Financial Position. This may arise upon capitalisation of intangible

assets or in the creation of inventory work in progress.

	2024	2023
	£’000	£’000
Directors’ emoluments:
Aggregate emoluments	1,658	1,027
Company contributions to defined contribution pension schemes	49	51
Gain on exercise of share options and other share schemes 1	363	707
	2,070	1,785

1. The Directors had LTIPs with an aggregate value of £1,120,513 exercisable as at 31 December 2024

(31 December 2023: £1,197,835).

	2024	2023
	£’000	£’000
Highest-paid Director:
Aggregate emoluments	872	565
Company contributions to defined contribution pension schemes	25	28
Gain on exercise of share options and other share schemes	363	707
	1,260	1,300

Two Directors (2023: two Directors) have retirement benefits accruing under defined contribution

pension schemes.

Additional information on the emoluments of the Directors, together with information regarding

the share interests and share options of the Directors, is included in the Remuneration Report on

pages 62 to 87, which forms part of these audited financial statements.

Key management compensation

The Directors consider that the key management of the Group comprises the Executive

Directors, Non-Executive Directors and the Executive Committee. The key management

compensation is summarised in the following table:

	2024	2023
	£’000	£’000
Salaries and other short-term employment benefits	4,513	3,880
Post-employment benefits	130	206
Share-based payments	206	(111)
	4,849	3,975

114 Ceres Annual Report 2024

Financial statements

Notes to the consolidated financial statements continued

for the year ended 31 December 2024

6. Pensions

Pension scheme arrangements

The Group operates a defined contribution pension plan for employees. The assets of the

scheme are held separately from those of the Group in independently administered funds. The

plan is a post-employment benefit plan under which the Group pays fixed contributions during

the employee’s service and will have no legal or constructive obligation to pay amounts after the

employee’s service ends. Obligations for contributions to defined contribution pension plans are

recognised as an expense in the Consolidated Statement of Profit and Loss in the period during

which services are rendered by employees.

The pension charge represents contributions payable by the Group to the funds and amounted

to £2,465,000 (31 December 2023: £2,411,000). There was no outstanding payable to the funds

as at 31 December 2024 (31 December 2023: £316,000).

7. Taxation and deferred taxation

Taxation

The taxation charge for the year comprises current and deferred tax and any adjustment to

tax payable or receivable in respect of previous years. Tax is recognised in the Consolidated

Statement of Profit and Loss except to the extent that it relates to items recognised directly

in equity, in which case it is recognised in equity. Pillar Two legislation has been enacted or

substantively enacted in certain jurisdictions in which the Group operates. However, this legislation

does not apply to the Group as its consolidated revenue is lower than €750 million.

The RDEC receivable represents the Directors’ best estimate of tax due to the Group at the

year-end under the RDEC credit regime.

	2024	2023
	£’000	£’000
UK corporation tax	—	—
Foreign tax suffered	2,445	334
Adjustment in respect of prior periods	(12)	65
Taxation charge	2,433	399

The current tax rate is 25% (2023: 23.52%). From 1 April 2024 the main corporation tax rate

increased from 19% to 25% on profits over £250,000.

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. Withholding tax is recognised in the

statement of profit and loss in line with the recognition of the underlying revenues.

The tax result for the year is different from the standard rate of UK corporation tax of 25%

(2023: 23.52%). The differences are explained below:

	2024	2023
	£’000	£’000
Loss before taxation	(25,872)	(53,609)
Loss before taxation multiplied by the UK tax rate of 25%
(2023: 23.52%)	(6,468)	(12,609)
Effects of:
Expenses not deductible	110	302
Effect of overseas tax rates	1,973	252
Adjustment in respect of prior periods – overseas tax	(12)	—
Adjustment in respect of prior periods – R&D tax credit	—	65
Deferred tax rate change	—	(649)
Movement in deferred tax not recognised	6,830	13,038
Total taxation charge	2,433	399

Deferred taxation

Deferred tax is provided on temporary differences between the carrying amounts of assets

and liabilities for financial reporting purposes and the amounts used for taxation purposes.

The following temporary differences are not provided for: the initial recognition of assets or

liabilities that affect neither accounting nor taxable profit other than in a business combination;

and differences relating to investments in subsidiaries to the extent that they will probably not

reverse in the foreseeable future. The amount of deferred tax provided is based on the expected

manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates

enacted or substantively enacted at the year end.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits

will be available against which the temporary difference can be utilised.

A deferred tax liability in respect of intangible fixed assets is recognised where tax relief has been

accelerated through RDEC credits. An equivalent deferred tax asset in respect of fixed asset

timing differences is therefore also recognised.

	Opening timing		Closing timing
	difference		difference
	(Asset)/liability	Movement	(Asset)/liability
	£’000	£’000	£’000
Fixed asset timing differences	(3,507)	(116)	(3,623)
Intangible fixed asset deferred tax liability	3,507	116	3,623
Net deferred tax (asset)/liability recognised	—	—	—

115Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

7. Taxation and deferred taxation continued

Deferred taxation continued

Potential deferred tax assets have not been recognised. The gross temporary differences at the

year end are set out below:

	2024	2023
	£’000	£’000
Temporary differences:
Difference between capital allowances and depreciation	(9,560)	(2,967)
Deductions relating to share options	(2,374)	(7,158)
Other timing differences	(194)	(563)
Losses carried forward	(243,011)	(224,544)
	(255,140)	(235,232)

The deferred tax assets have not been recognised as the Directors consider that it is not probable

that the asset will be realised in the foreseeable future. The element of the RDEC credit that can

only be set off against future UK corporation tax liability is £3,423,000 (2023: £2,482,000) and

has not been recognised as the Directors consider that it is unlikely that this asset will be realised

in the foreseeable future and it does not have an expiry date.

8. Loss per share

Basic and diluted loss per £0.10 ordinary share of 14.64p for the year ended 31 December 2024

(31 December 2023: 28.03p) is calculated by dividing the loss for the financial year attributable

to ordinary shareholders by the weighted average number of ordinary shares in issue during the

year. Given the losses reported during the year, there is no dilution of losses per share for the

year ended 31 December 2024 (31 December 2023: no dilution).

	2024	2023
	£’000	£’000
Loss for the financial year attributable to shareholders	(28,305)	(54,008)
Weighted average number of shares in issue	193,321,401	192,651,782
Loss per £0.10 ordinary share (basic and diluted)	(14.64)p	(28.03)p

9. Property, plant and equipment

Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and accumulated

impairment losses. The cost includes all expenditure that is directly attributable to the acquisition

of the assets. Subsequent costs are included in the asset’s carrying amount or recognised as a

separate asset, as appropriate, only when it is probable that future economic benefits associated

with the asset will flow to the Group and the cost of the asset can be measured reliably. All

other repairs and maintenance costs are charged to the Consolidated Statement of Profit and

Loss during the financial period in which they are incurred. The Directors annually consider the

need to impair these assets.

Depreciation is charged to the Consolidated Statement of Profit and Loss on a straight-line

basis over the estimated useful lives of each part of an item of property, plant and equipment.

The estimated useful lives are as follows:

Leasehold improvements	Ten years or the lease term if shorter
Plant and machinery	Three to ten years
Computer equipment	Three years
Fixtures and fittings	Three to ten years

Depreciation methods, useful lives and residual values are reviewed, and adjusted if appropriate,

at each balance sheet date.

The carrying values of property, plant and equipment are reviewed on an ongoing basis for any

indication of impairment. Where any indication of impairment exists, the recoverable value of the

assets is estimated. An impairment loss is recognised in the Consolidated Statement of Profit and

Loss whenever the carrying value of property, plant and equipment exceeds its recoverable amount.

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.

116 Ceres Annual Report 2024

Financial statements

Notes to the consolidated financial statements continued

for the year ended 31 December 2024

9. Property, plant and equipment continued

Property, plant and equipment continued

	Leasehold	Plant and	Computer	Fixtures	Assets under
	improvements	machinery	equipment	and fittings	construction	Total
	£’000	£’000	£’000	£’000	£’000	£’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	—	—	(2,520)	—
Disposals	(150)	(568)	(57)	—	(68)	(843)
At 31 December 2023	8,813	31,317	2,042	391	6,429	48,992
Additions	554	2,786	29	—	1,805	5,174
Transfers	32	2,357	—	—	(2,389)	—
Disposals	(267)	(640)	(321)	(15)	—	(1,243)
At 31 December 2024	9,132	35,820	1,750	376	5,845	52,923
Accumulated depreciation
At 1 January 2023	2,730	11,901	1,403	233	—	16,267
Charge for the year	1,264	5,783	379	35	—	7,461
Depreciation on disposals	(150)	(411)	(57)	—	—	(618)
At 31 December 2023	3,844	17,273	1,725	268	—	23,110
Charge for the year	1,564	5,635	224	49	—	7,472
Depreciation on disposals	(267)	(640)	(321)	(15)	—	(1,243)
At 31 December 2024	5,141	22,268	1,628	302	—	29,339
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 primarily comprise plant and machinery and leasehold improvements related to the Group’s manufacturing and testing facilities.

117Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

10. Right-of-use assets

The Group holds material leases for premises, electric vehicles (EV) and lower value leases for

IT equipment, with lease terms ranging from 1 year to 10 years. The Group recognises right-of-use

assets and lease liabilities (i.e. leases are recognised on the Consolidated Statement of Financial

Position) for all leases other than for short-term leased plant and machinery (i.e. leases that have

a term less than 12 months). Short-term lease expense is recognised in operating expenses.

Lease liabilities are initially measured at the present value of the remaining lease payments

discounted at the Group’s incremental borrowing rate. Subsequently, lease liabilities are measured

by adjusting to reflect interest on the lease liability, reducing the liability to reflect lease payments

made and to reflect any re-assessment or lease modifications, or revised in-substance fixed lease

payments (refer to Note 20).

The associated right-of-use asset for property leases and other assets is initially measured at the

amount equal to the lease liability reduced for any lease incentives received, and increased for:

lease payments made at or before commencement of the lease; initial direct costs incurred; and

the amount of any provision recognised where the Group is contractually required to dismantle,

remove or restore the leased asset. Subsequently, right-of-use assets are measured at cost less

any accumulated depreciation and adjusted for any re-measurement of the lease liability. The

re-measured lease liability is calculated by discounting the revised lease payments using a revised

discount rate at the effective date of the modification. A corresponding adjustment is also made

to the right-of-use asset unless the scope of the lease is decreased, in which case a gain or loss

may be recognised.

Right-of-use assets are depreciated over the shorter of the lease term and the relevant useful

economic life following the periods set out in the property, plant and equipment depreciation

policy. Where the lease transfers ownership of the underlying asset to the lessee by the end of

the lease term or the cost of the right-of-use asset reflects that the lessee will exercise a purchase

option, the right-of-use asset is depreciated over its useful economic life.

Right-of-use assets are tested for impairment by applying IAS 36 Impairment of Assets. The

carrying values of right-of-use assets are reviewed on an ongoing basis for any indication of

impairment. Where any indication of impairment exists, the recoverable value of the assets is

estimated. An impairment loss is recognised in the Consolidated Statement of Profit and Loss

whenever the carrying value of a right-of-use asset exceeds its recoverable amount.

	Land and	Computer	Electric
	buildings	equipment	vehicles	Total
	£’000	£’000	£’000	£’000
Cost
At 1 January 2023	4,523	43	—	4,566
Additions	168	—	—	168
Adjustment of lease term	(33)	—	—	(33)
At 31 December 2023	4,658	43	—	4,701
Additions	—	—	290	290
Disposal	—	—	(38)	(38)
Adjustment to contracted rent	145	—	—	145
At 31 December 2024	4,803	43	252	5,098
Accumulated depreciation
At 1 January 2023	1,895	24	—	1,919
Charge for the year	627	14	—	641
At 31 December 2023	2,522	38	—	2,560
Charge for the year	648	5	57	710
Disposal	—	—	(6)	(6)
At 31 December 2024	3,170	43	51	3,264
Net book value
At 31 December 2024	1,633	—	201	1,834
At 31 December 2023	2,136	5	—	2,141
At 1 January 2023	2,628	19	—	2,647

118 Ceres Annual Report 2024

Financial statements

Notes to the consolidated financial statements continued

for the year ended 31 December 2024

11. Intangible assets

Research and development

Expenditure incurred on research and development is distinguished as relating to a research phase

or development phase with reference to the Group’s technology and product development process.

All research phase expenditure is recognised in the Consolidated Statement of Profit and Loss as

an expense when incurred (see Note 3). Development phase expenditure is capitalised from the

point that all of the following conditions are met:

• The product or process under development is technically and commercially feasible;

• The Group intends to and has the technical ability and sufficient resources to complete

the development;

• Future economic benefits are probable; and

• The Group can measure reliably the expenditure attributable to the asset during its development.

Development phase activities involve a plan or design for the production of new or substantially

improved products or processes in relation to the Group’s core solid oxide cell and system

technology and intellectual property. The expenditure capitalised includes the cost of materials,

direct labour and an appropriate proportion of overheads.

Capitalisation of development phase activities continues until the point at which the product or

process under development meets its originally mandated technical specification. For product

and process development, this is at the point where the production design version is approved

or the development is completed.

Subsequent expenditure is capitalised where it enhances the functionality of the asset and

demonstrably generates an enhanced economic benefit to the Group. All other subsequent

expenditure on the product or process is expensed as incurred.

Where development activities are funded through government grants and the cost of those

activities is capitalised under this policy, the grants received are considered capital grants and are

presented as deferred income and recognised in the Consolidated Statement of Profit and Loss

as other operating income on a basis consistent with the depreciation or amortisation of the asset

over its estimated useful life.

Patent costs incurred in the procurement of patents in relevant territories are capitalised where

the Group considers those patents relate to technology that is deemed to be commercially

feasible. Other patent costs and costs to maintain patents once granted in those territories are

expensed to in the Consolidated Statement of Profit and Loss as incurred.

Subsequent to recognition, internally generated intangible assets are reported at cost less

accumulated amortisation and accumulated impairment losses. Amortisation is recognised

on a straight-line basis over their estimated useful lives and is presented within operating costs.

The estimated useful lives are reviewed and adjusted as appropriate, at each balance sheet date.

Intangible assets which are not yet available for use are tested for impairment at each balance

sheet date. The following useful lives are used in the calculation of amortisation:

Capitalised development	Two to seven years
Patent costs	Three to ten years
Perpetual software licenses	Three years

The carrying values of intangible assets are reviewed on an ongoing basis for any indication of

impairment. Where any indication of impairment exists, the recoverable value of the assets is

estimated. An impairment loss is recognised in the Consolidated Statement of Profit and Loss

whenever the carrying value of an intangible asset exceeds its recoverable amount.

	Internal
	developments
	in relation to	Internal	Perpetual
	manufacturing	development	software
	site	programmes	licences	Patent costs	Total
	£’000	£’000	£’000	£’000	£’000
Cost
At 1 January 2023	411	13,747	525	852	15,535
Additions	—	6,443	—	357	6,800
At 31 December 2023	411	20,190	525	1,209	22,335
Additions	—	2,010	—	284	2,294
At 31 December 2024	411	22,200	525	1,493	24,629
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
Net book value
At 31 December 2024	—	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

The internal development intangible relates to the design, development and configuration of the

Group’s core solid oxide cell and system technology. Amortisation of capitalised development

commences once the developed technology is complete and is available for use. The net book

value of internal development programmes that are not available for use at 31 December 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. The carrying

value of the 640 intangible asset at 31 December 2024 was £17,154,000. Amortisation of the

640 programme commenced in November 2024 with an assessed useful life of 7 years.

119Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

12. Subsidiary undertakings and associates

Details of the Group’s subsidiaries and associates at 31 December 2024 are as follows:

			Proportion of
			nominal value
			of shares held
	Country of	Description of	by the	Type of
Name of undertaking	incorporation	shares held	Company	entity
Ceres Power Ltd	England and Wales	£0.001 ordinary	100% 1	Subsidiary
		shares
Ceres Intellectual Property	England and Wales	£1.00 ordinary	100% 1	Subsidiary
Company Ltd		shares
Ceres Power Intermediate	England and Wales	£0.01 ordinary	100%	Subsidiary
Holdings Ltd		shares
Ceres Power Licence Company Ltd	England and Wales	£1.00 ordinary	100% 1	Subsidiary
		shares
Ceres Holdings International Ltd	England and Wales	£1.00 ordinary	100% 1	Subsidiary
		shares
Ceres Engineering Consulting	Shanghai, China	£1.00 ordinary	100% 2	Subsidiary
(Shanghai) Co Ltd		shares
RFC Power Ltd	England and Wales	£0.001 ordinary	24.2% 3	Associate
		shares

1. Ceres Power Ltd, Ceres Intellectual Property Company Ltd, Ceres Holdings International Ltd and Ceres Power

Licence Company Ltd are 100% held directly by Ceres Power Intermediate Holdings Ltd. Registered address is

Viking House, Foundry Lane, Horsham, West Sussex, RH13 5PX.

2. 100% held directly by Ceres Power Ltd. Registered address is Office 1903i, Floor 19/F, Tower B, No.1065 West

Zhongshan Road, Changning District, Shanghai, China.

3. 24.2% held directly by Ceres Power Intermediate Holdings Ltd. Registered address is Windsor House, Cornwall Road,

Harrogate, HG1 2PW.

The principal activity of Ceres Power Ltd is the commercialisation and continued development of

the Group’s fuel cell and electrochemical technology. The principal activity of Ceres Intellectual

Property Company Ltd is the administration of registered intellectual property developed within

the Group. The principal activity of Ceres Power Intermediate Holdings Ltd is as a holding company

to the other Group companies and to manage the Group’s cash, cash equivalents and investments.

The principal activity of Ceres Power Licence Company Ltd is the provision of overseas licence

and royalty services.

On 23 August 2021, the Group established a Wholly Foreign Owned Entity (“WFOE”), Ceres

Engineering Consulting (Shanghai) Co Ltd in Shanghai, China. The company is a 100% owned

subsidiary of Ceres Power Ltd. The principal activity of the company is to provide business

development and technical support to our business and partners in China.

On 11 November 2021 Ceres Power Intermediate Holdings Ltd acquired an 8.4% shareholding

in RFC Power Ltd in exchange for consultancy services performed. RFC Power specialises in

developing novel flow battery chemistries for energy storage systems. The shareholding was

treated as an investment in associate as the Group determined that the transaction gave the

Group significant influence over RFC Power, provided primarily by the share of equity capital

and representation on the RFC Power Board. The Group recognised an investment in associate

of £0.5 million accordingly. At the same time, the Group signed an option agreement providing

Ceres with the option to acquire the balance of the outstanding share capital for up to £25 million,

payable in Ceres shares, exercisable from July to November 2022.

On 6 December 2022, the Group signed revised equity and option agreements with RFC Power

to: (i) increase the Group’s shareholding in RFC Power to 24.2% in return for a payment of

£1 million cash made on 6 December 2022 and for the provision of further consultancy services

commencing in December 2022 through to mid-2024 for a value of £1 million; and (ii) defer

the exercisable period whereby Ceres has the option to acquire all the remaining share capital

of RFC Power from between May 2022 and November 2022, to between 1 January 2024 and

30 April 2024 but at the same exercise price.

The contribution of £2 million was treated as an additional cost of investment in the associate,

increasing the cost of the investment to £2.5 million at 31 December 2022. In February 2024

the Group terminated its option to acquire the remainder of RFC Power’s shares. The Group

continues to hold the 24.2% investment as an associate.

The Group has recognised its share of RFC Power’s loss for the year ended 31 December 2024

of £132,000 (31 December 2023: £110,000). RFC Power recognised no revenue for the year

ended 31 December 2024 or 2023. Current assets of RFC Power at 31 December 2024 were

£1,351,000 (2023: £1,988,000) with net currents assets of £1,303,000 (2023: £1,971,000), at

each year end RFC had no non-current liabilities. Net assets of RFC Power at 31 December 2024

were £1,331,000 (2023: £1,989,000). RFC Power’s reporting date is 30 June which has been

considered in recognising the share of the loss for the year and in disclosing the net assets of the

associate as at 31 December 2024.

The results of Ceres Power Ltd, Ceres Intellectual Property Company Ltd, Ceres Power

Intermediate Holdings Ltd, Ceres Holdings International Ltd, Ceres Engineering Consulting

(Shanghai) Co Ltd and Ceres Power Licence Company Ltd are included within these consolidated

financial statements. The Group’s share of the results of RFC Power Ltd are included within these

consolidated financial statements by applying the equity method of accounting, as set out in

Note 1. The Group’s share of RFC’s results since acquiring the shareholding is not material and

has therefore not been disclosed separately.

On 15 August 2022, the Group established a new international holding company, Ceres Holdings

International Ltd. This company is a 100% owned subsidiary of Ceres Power Intermediate

Holdings Ltd and is currently dormant.

120 Ceres Annual Report 2024

Financial statements

Notes to the consolidated financial statements continued

for the year ended 31 December 2024

13. Inventories

Inventories consist of raw materials, work in progress and finished goods.

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct material

cost and, where applicable, direct labour costs and direct overheads that have been incurred.

Cost is calculated using the first-in, first-out (“FIFO”) method. Net realisable value represents the

estimated selling price less all estimated costs to completion and selling costs to be incurred.

	31 Dec 2024	31 Dec 2023
	£’000	£’000
Raw materials	1,621	1,648
Work in progress	759	787
Finished goods	376	390
	2,756	2,825

During the year ended 31 December 2024, inventories of £7.1 million (31 December 2023:

£4.6 million) were recognised as an expense and were included within cost of sales. As at

31 December 2024, a provision of £0.1 million was recognised against quarantined stacks

(2023: £nil).

14. Trade and other receivables

Trade and other receivables

Trade receivables are recognised initially at transaction price and subsequently held at amortised

cost using the effective interest method, less loss allowances. Loss allowances are calculated

using the simplified approach to determine expected credit losses, taking into account both

historical payment profiles and any credit losses experienced, together with forward-looking

macroeconomic factors. The carrying amount of these balances approximates to fair value due

to the short maturity of amounts receivable. Payment terms generally range between 30 and

60 days depending on the customer.

Although the Group’s past experience of significant credit losses on these assets has been

negligible, the impairment assessment performed by the Group considers both past experience

and future expectations of credit losses. As a result of this assessment, the Group considers the

risk of expected credit losses on trade receivables and contract assets to be immaterial. Further

details on this assessment are provided in Note 19.

	31 Dec 2024	31 Dec 2023
	£’000	£’000
Current:
Trade receivables	9,872	3,422
VAT receivabl e	1,120	2,273
RDEC receivable	6,790	4,008
Other receivables	103	172
	17,885	9,876
Non-current:
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.

Non-current other receivables comprise rent deposit guarantees held by landlords in respect of

the Group’s leased properties. There is no material difference between the fair value of trade

and other receivables and their carrying values and they are not materially overdue at the year-

end. There are no expected credit losses recognised during the year ended 31 December 2024

(31 December 2023: £nil). The carrying amounts of the Group’s trade and other receivables are

primarily denominated in pounds sterling, euros and US dollars (as set out in Note 19).

15. Other current assets

	31 Dec 2024	31 Dec 2023
	£’000	£’000
Current:
Prepayments	1,430	1,193
	1,430	1,193

121Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

16. Cash, cash equivalents and investments

Cash and cash equivalents

Cash and cash equivalents includes cash at bank and in hand, pooled money market funds and

short-term deposits with an original maturity of less than or equal to one month.

Short-term investments

Short-term investments include bank deposits with an original maturity greater than one month

and a maturity as at the date of the Consolidated Statement of Financial Position of less than or

equal to 12 months.

	31 Dec 2024	31 Dec 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
Short-term bank deposits greater than one month
and less than 12 months	54,971	90,249
	102,465	139,956

The Group holds surplus funds in accordance with the Treasury Policy, as set out in Note 19.

	Interest	31 Dec 2024	31 Dec 2023
	rate type	£’000	£’000
Interest rate risk profile of the Group’s financial assets:
Cash at bank and in hand	Floating	10,338	7,063
Money market funds	Floating	37,156	42,644
Short-term bank deposits greater than one month
and less than or equal to 12 months	Floating	22,635	20,000
Short-term bank deposits greater than one month
and less than or equal to 12 months	Fixed	32,336	70,249
		102,465	139,956

During the year ended 31 December 2024 the fixed rate short-term bank deposits were

primarily designated in pounds sterling, had remaining terms of between one month and two

months (31 December 2023: three days and five months) and earned interest of between 4.60%

and 4.99% (31 December 2023: 2.30% and 5.94%). The short-term bank deposit of CNH71 million

(c.£8 million) matured during the year. The credit quality of financial assets has been assessed by

reference to external credit ratings.

17. Trade and other payables

Trade and other payables are initially recognised at fair value, which is typically the invoiced

amount and then held at amortised cost. Other payables include taxes and social security

amounts due on behalf of the Group’s employees.

	31 Dec 2024	31 Dec 2023
	£’000	£’000
Current:
Trade payables	2,007	3,624
Other payables	1,531	1,359
	3,538	4,983

18. Other liabilities

	31 Dec 2024	31 Dec 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

Accruals include estimates of amounts owed to suppliers that have not been invoiced at the year

end, and to the Group’s employees for various employee-related payments. 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.

122 Ceres Annual Report 2024

Financial statements

Notes to the consolidated financial statements continued

for the year ended 31 December 2024

19. Financial instruments

Derivative financial instruments

The Group’s activities expose it primarily to the financial risks of changes in foreign currency

exchange rates. The Group uses forward contracts, and in limited circumstances options, to hedge

against foreign currency-denominated income and expenditure commitments. The use of financial

derivatives is governed by the Group’s Treasury Policy, as approved by the Board. The Group

does not use derivative financial instruments for speculative purposes. Details of financial

instruments are shown later in this note.

Derivative financial instruments are recognised at fair value. The gains or losses on re-measurement

to fair value are recognised immediately in the Consolidated Statement of Profit and Loss as they

arise and are shown in Note 3.

The Group only uses derivative financial instruments to hedge foreign currency exposures

which arise from an underlying current or anticipated business requirement. The Group does

not currently apply hedge accounting to any derivatives in place, and derivatives are treated at

fair value through P&L. The Group does not currently use derivative instruments to manage its

interest rate risk. The Group does not trade in financial instruments.

Fair values of financial assets and financial liabilities

There is no material difference between the fair value and the carrying value of the Group’s

financial assets and financial liabilities. Carrying value approximates to fair value because of the

short maturity periods of these financial instruments.

The fair value of forward exchange contracts is estimated by discounting the difference between

the contractual forward price and the current forward price for the residual maturity of the

contract using a risk-free interest rate (based on government bonds). The fair value of currency

options is estimated using the Black–Scholes pricing model based on the strike price with

reference to the future exchange rate, spot rate and risk-free interest rate. Forward exchange

contracts and options are included in the Level 2 classification.

Other than the forward contracts and options noted below, none of the Group’s assets and

liabilities were measured at fair value at 31 December 2024 (31 December 2023: none).

The fair values of all financial assets and financial liabilities by class, together with their carrying

amounts shown in the balance sheet, are as follows:

		Carrying		Carrying
		amount	Fair value	amount	Fair value
	Fair value	31 Dec 2024	31 Dec 2024	31 Dec 2023	31 Dec 2023
	hierarchy	£’000	£’000	£’000	£’000
Financial assets at amortised cost
Trade and other receivables		9,975	9,975	3,594	3,594
Cash, cash equivalents
and investments		102,465	102,465	139,956	139,956
		112,440	112,440	143,550	143,550
Financial assets measured at fair value through profit or loss
Forward exchange contracts	Level 2	8	8	1	1
Currency swap contract	Level 2	—	—	7	7
		8	8	8	8
Financial liabilities measured
at amortised cost
Trade and other payables
and accruals		(9,407)	(9,407)	(10,563)	(10,563)
Financial liabilities measured at fair value through profit or loss
Forward exchange contracts	Level 2	—	—	(99)	(99)

Capital management

The Group’s capital is considered to comprise cash at bank and short-term investments as set

out in Note 16. The Group’s approach to managing its capital is described in the “credit risk”

section below.

123Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

19. Financial instruments continued

Financial risk management

The Group’s operations expose it to a variety of financial risks that include credit risk and market

risk arising from changes to interest rates and foreign currency exchange rates. The Board reviews

and agrees policies for managing each of these risks.

The principal risks addressed are as follows:

Credit risk

The Group’s exposure to credit risk arises from holdings of cash, cash equivalents and

investments, and if a counterparty or customer fails to meet its contractual obligations.

The Group’s primary objective to manage credit risk from its holdings of cash, cash equivalents

and investments is to minimise the risk of a loss of capital and eliminate loss of liquidity having

a detrimental effect on the business. The Group places surplus funds of no more than £30

million per institution into pooled money market funds with same-day access and of no more

than £12 million per institution for bank deposits with durations of up to 24 months. During the

year the Group’s Treasury Policy restricted investments in short-term 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 in which the UK Government holds less

than 10% ordinary equity.

Trade receivables at the year end relate to seven customers (31 December 2023: three) of which

£443,000 relates to the Europe geographic region, £280,000 relates to the US and £9,149,000

to Asia (31 December 2023: £194,000 relates to the Europe geographic region and £3,228,000

to Asia).

Contract assets at the year end related to four customers of which £138,000 relates to the

Europe geographic region and £7,195,000 to Asia (31 December 2023: related to one customer

of which £1,575,000 relates to the Europe geographic region).

The Group’s customers are generally large multinational companies or research institutions and are

consequentially not considered to add significantly to the Group’s credit risk exposure. All trade

receivables are due within the agreed credit terms for the current and preceding year and are

consequently stated at cost.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses

a lifetime expected loss allowance for all trade receivables and other contract assets (primarily

unbilled work in progress).

To measure expected credit losses, trade receivables and other contract assets are analysed

based on their credit risk characteristics including days past due and the specific payment profile

of the customer to determine a suitable historical loss rate. The historical loss rates are adjusted

to reflect current and forward-looking information on macroeconomic factors that the Group

considers could affect the ability of its customers to settle the receivables.

The Group has followed this approach as at 31 December 2024 and as a result has not recognised

a loss allowance for trade receivables or other contract assets (31 December 2023: no loss

allowance). Management does not consider that a reasonably possible change in the estimation

of expected credit losses would have a material impact on the results of the following year.

Interest rate risk

Interest rate risk on the Group’s liabilities is minimal.

The Group’s finance income is sensitive to changes in interest rates. A change of 0.5% in

interest rates on all variable rate instruments held by the Group at 31 December 2024 would

have impacted the finance income by £308,000 (31 December 2023: £348,000).

The increase in sensitivity to interest rate changes is driven by the increase mix of variable rate

cash, cash equivalents and investments held at the balance sheet date when compared with

31 December 2023. Interest rate risk is mitigated by investing in deposit accounts of different

durations ranging from 32 days to up to 24 months and by utilising deposit accounts with fixed

interest rates.

124 Ceres Annual Report 2024

Financial statements

Notes to the consolidated financial statements continued

for the year ended 31 December 2024

19. Financial instruments continued

Liquidity risk

Liquidity risk is the risk arising from the Group not being able to meet its financial obligations. The Group manages its liquidity needs by preparing cash flow forecasts, including forecasting of the

Group’s liquidity requirements, to ensure the Group has sufficient cash to meet its operational needs.

The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the effect of netting agreements:

				31 December 2024					31 December 2023
	Carrying	Contractual	1 year	1 to 2	2 to 5		Carrying	Contractual	1 year	1 to 2	2 to 5
	amount	cash flows	or less	years	years	>5 years	amount	cash flows	or less	years	years	>5 years
	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Non-derivative financial
liabilities
Trade and other payables
and accruals	(9,407)	(9,407)	(9,407)	—	—	—	(10,563)	(10,563)	(10,563)	—	—	—
Lease liabilities	(2,223)	(2,590)	(1,027)	(812)	(751)	—	(2,596)	(3,038)	(887)	(883)	(1,268)	—
Derivative financial liabilities
Forward exchange contracts:
(Outflow)	(827)	(827)	—	—	—	—	(2,337)	(2,239)	(2,239)	—	—	—
Inflow	848	848	—	—	—	—	—	—	—	—	—	—
Currency swap contracts:
(Outflow)	—	—	—	—	—	—	—	—	—	—	—	—
Inflow	—	—	—	—	—	—	1,767	1,760	1,760	—	—	—

Foreign currency exposures

The Group’s primary transaction currency is pound sterling. Exposures to foreign currency-denominated contracted receivables and commitments arise from the Group’s overseas sales and purchases,

which are primarily denominated in euros, US dollars, Canadian dollars and Japanese yen. During the year ended 31 December 2020, the Group entered into a fixed term deposit denominated in

Chinese renminbi, to fund the expected initial investment of CNH71 million (c.£8 million) in the proposed collaboration with Weichai Power Co. Ltd. This deposit matured in 2024 (Note 16).

The Group seeks to mitigate its foreign currency exposure by entering into forward currency exchange contracts, and in limited circumstances, currency options in accordance with the Group’s

Treasury Policy. Where the amounts to be paid and received in a specific currency are expected to largely offset one another, no further hedging activity is undertaken. Forward currency exchange

contracts and options are primarily entered into for significant foreign currency exposures that are not expected to be offset by other currency transactions. The Group’s objectives and policies are

largely unchanged in the reporting periods under review.

Forward exchange contracts include forward currency contracts to sell €1.0 million in total and buy US dollars over the next 12 months and considering the impact of foreign exchange, the carrying

value of derivative financial instruments asset (net) at the year end is £8,000 (2023: liability of £91,000).

125Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

19. Financial instruments continued

Foreign currency exposures continued

The table below shows the extent to which the Group has monetary assets and liabilities in currencies other than pounds sterling. Foreign exchange differences arising on the retranslation of these

monetary assets and liabilities are taken to the Consolidated Statement of Profit and Loss.

			Canadian	Japanese	Chinese
	Euro	US dollar	dollar	yen	renminbi	Other
31 December 2024	£’000	£’000	£’000	£’000	£’000	£’000
Exposures to foreign currency risk:
Cash and cash equivalents	2,268	2,910	171	52	167	5
Trade and other receivables	425	280	—	—	—	—
Other current assets	—	—	—	—	21	—
Trade payables and payments on account	(155)	(139)	—	—	—	—
Other current liabilities	—	—	—	—	(11)	—
Forward currency contracts – (outflow)/inflow	(827)	848	—	—	—	—
Balance sheet exposure	1,711	3,899	171	52	177	5

			Canadian	Japanese	Chinese
	Euro	US dollar	dollar	yen	renminbi	Other
31 December 2023	£’000	£’000	£’000	£’000	£’000	£’000
Exposures to foreign currency risk:
Cash and cash equivalents	1,383	1,332	164	127	136	22
Fixed term bank deposits	—	—	—	—	7,750	—
Trade and other receivables	—	1	—	—	2	—
Other current assets	—	—	—	—	24	—
Trade payables and payments on account	(276)	(450)	(2)	—	—	(7)
Other current liabilities	—	—	—	—	(56)	—
Forward currency contracts – (outflow)/inflow	(2,000)	2,500	300	—	—	—
Balance sheet exposure	(893)	3,383	462	127	7,856	15

A 10% weakening of the following currencies against pound sterling at 31 December 2024 (or 31 December 2023) would have resulted in a profit or loss charge to the Consolidated Statement of

Profit and Loss by the amounts shown below. This calculation assumes that the change occurred at the balance sheet date and had been applied to risk exposures existing at that date.

126 Ceres Annual Report 2024

Financial statements

Notes to the consolidated financial statements continued

for the year ended 31 December 2024

19. Financial instruments continued

Foreign currency exposures continued

This analysis assumes that all other variables, in particular other exchange rates and interest rates,

remain constant. The analysis is performed on the same basis for the comparative period.

	Profit or (loss)
	2024	2023
	£’000	£’000
Euro	(171)	89
US dollar	(390)	(338)
Canadian dollar	(17)	(46)
Japanese yen	(5)	(13)
Chinese renminbi	(18)	(785)
Other	(1)	(1)

A 10% strengthening of the above currencies against pound sterling at 31 December 2024 (or

31 December 2023) would have had the equal but opposite effect on the above currencies to

the amounts shown above, on the basis that all other variables remain constant.

20. Lease liabilities

The Group leases certain assets under lease agreements. The lease liability consists of leases

of land and buildings and computer equipment. The property leases expire between June 2026

and November 2028. Full details of the accounting policy under which leases are recognised

are in Note 10.

	£’000
Balance as at 1 January 2023	3,124
New finance leases recognised	66
Lease payments	(906)
Interest expense	248
Adjustment of lease term (see Note 10)	64
Balance as at 31 December 2023	2,596
New finance leases recognised	290
Lease payments	(1,017)
Interest expense	243
Adjustment of lease term (see Note 10)	111
Balance as at 31 December 2024	2,223
Current	731
Non-current	1,492
Balance as at 31 December 2024	2,223
Current	694
Non-current	1,902
Balance as at 31 December 2023	2,596

Lease liability contractual maturities (representing undiscounted contractual cash flows) are set

out in Note 19.

127Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

21. Provisions and contingent liabilities

Provisions

A provision is recognised in the Consolidated Statement of Financial Position when the Group has

a present legal or constructive obligation as a result of a past event that can be reliably measured

and it is probable that an outflow of economic benefits will be required to settle the obligation

where relevant.

Contingent liabilities

Contingent liabilities are disclosed where the likelihood of payment of potential future cash outflows

is considered more than remote, but is not considered probable or cannot be measured reliably.

Property dilapidations

Provisions have been made for future dilapidation costs on the leased properties. This provision

is the Directors’ best estimate as the actual costs and timing of future cash flows are dependent

on future events and are updated periodically. The estimate is supported by advice received from

professional advisers. Provisions are determined by discounting the expected future cash flows at

a pre-tax rate that reflects risks specific to the liability. Any difference between expectations and

the actual future liability will be accounted for in the period when such determination is made.

Warranties

As at the year end, only a small proportion of technology hardware supplied or sold to customers

was provided with contractual warranties. The warranty provision is recognised in accordance

with IAS 37 as the majority of technology hardware supplied or sold to customers has been

provided without contractual warranties and there is no option to acquire a warranty separately.

Where a constructive obligation is considered to have been created through an expectation

or past practice, a provision for the associated costs of future claims has been included at the

year end. The Group recognises a provision for both contractual and constructive obligation

warranties when the underlying products and services are sold. The provision is based on the

past performance of the technology hardware, management’s knowledge, customer expectations

and a weighting of possible outcomes against their associated probabilities. Where warranty

obligations are not considered to be probable, they are not provided for but instead are disclosed

as contingent liabilities unless remote.

Contract losses

The Group holds provisions for expected contractual costs that it expects to incur over the life

of the contract. Management exercises judgement to determine the value of the costs to be

incurred and the amount of the provision to be made. Each provision is considered separately

and the amount provided reflects the best estimate of the most likely amount to be incurred.

Provision is made when the contractual or constructive obligation occurs. The provision is used

to offset the costs incurred in delivering the onerous contracts.

The movement in provisions charged to the Consolidated Statement of Profit and Loss for

the year ended 31 December 2024 is set out below along with the value of provisions at

31 December 2023:

	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:
Unwinding of discount	89	—	—	89
Unused provision reversed	—	(553)	(10)	(563)
Increase in provision	88	281	—	369
At 31 December 2023	2,282	603	44	2,929
Movements in the Consolidated Statement
of Profit and Loss:
Unwinding of discount	40	—	—	40
Unused provision reversed	—	(206)	—	(206)
Increase in provision	18	—	—	18
At 31 December 2024	2,340	397	44	2,781
Current	—	397	44	441
Non-current	2,340	—	—	2,340
At 31 December 2024	2,340	397	44	2,781
Current	—	603	44	647
Non-current	2,282	—	—	2,282
At 31 December 2023	2,282	603	44	2,929

128 Ceres Annual Report 2024

Financial statements

Notes to the consolidated financial statements continued

for the year ended 31 December 2024

21. Provisions and contingent liabilities continued

Contract losses continued

The dilapidation provision at 31 December 2024 represents the present value of costs to be

incurred in making good the Group’s leasehold properties at the break points of the leases in

approximately two to three years’ time. The main uncertainty relates to estimating the cost that

will be incurred at the end of the respective leases. A revaluation of the property dilapidation

was performed by a specialist for the year ended 31 December 2024.

The warranty provision at the year end is primarily the result of a constructive obligation and

reflects the Directors’ best estimate of the cost required to fulfil these obligations with respect

to a number of the Group’s customer contracts. Subsequent to their initial recognition, warranty

provisions are utilised or released over the periods of the various warranty obligations, which

are expected to be less than two years. There are several areas of uncertainty supporting the

provision, including determining the amount of technology hardware that may require repairing

or replacing and respective timing as manufacturing costs are expected to reduce over time. In

addition, as most of the Group’s warranty provisions relate to constructive rather than contractual

obligation and there is limited history of warranty claims with the Group’s current customers,

any final warranty obligation will be subject to negotiation with the respective customer.

The calculation of the warranty provision is subject to certain estimates, as set out in Note 1.

During the year, following the introduction of our new generation of solid oxide hardware sold to

customers for the first time and therefore new data around stack failure and degradation rates,

£0.7 million further provision was recognised.

As at 31 December 2024, the contract loss provision relates to one contract for the provision of

technology hardware. The provision relates to an onerous contractual obligation to reimburse our

customer to remove installed fuel cell systems from end user properties and to return them to us.

22. Share capital

	31 Dec 2024		31 Dec 2023
	£’000		£’000
	Number
	of £0.10		Number
	ordinary		of £0.10
	shares	£’000	ordinary shares	£’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 2024, 731,284 ordinary £0.10 shares were allotted for cash

consideration of £538,913 on the exercise of employee share options (year ended 31 December 2023:

881,321 ordinary £0.10 shares were allotted for cash consideration of £799,684) (see Note 24).

23. 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.

24. Share options

Share-based payments

The Group has a number of employee and executive share option and award schemes under

which it makes equity-settled share-based payments.

The fair value of share-based payment awards granted to employees is recognised as an

employee expense, with a corresponding increase in equity, over the period in which the

employees become unconditionally entitled to the awards. The fair value of the awards granted

is measured using option valuation models, taking into account the terms and conditions upon

which the awards were granted. The fair value of the share-based payment, determined at the

grant date, is measured to reflect vesting conditions and for market-related vesting conditions

there is no true-up for differences between expected and actual outcomes. Expected volatility

was determined by calculating the historical volatility of the Company’s shares over a period

consistent with the expected term of the options.

Where the parent Company grants options over its own shares to the employees of the Group,

these are accounted for as equity-settled in the consolidated accounts of the Group.

The total charge recognised in the year ended 31 December 2024 relating to employee share-

based payments was £964,000 (2023: £67,000).

The Company has a number of share option schemes and savings-related share option plans for

its employees and a separate historical scheme for Executive Directors.

			2024	2023
			£’000	£’000
a)	2004	Employees’ share option scheme	—	—
b) Sharesave schemes			(159)	148
c) Long Term Incentive Plan (“LTIP”)			1,123	(81)
			964	67

129Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

24. Share options continued

Share-based payments continued

a) 2004 Employees’ share option scheme

In previous years, the Company issued share options under this scheme for Directors and

employees, under which approved and unapproved share options were granted. The Company

adopted the “Ceres Power Holdings Ltd 2004 Employees’ share option scheme” at the time of

listing in November 2004.

Under this scheme, Directors and employees hold options to subscribe for £0.10 ordinary shares

in Ceres Power Holdings plc at prices ranging from £0.10 to the closing mid-market price on the

day preceding the share option grant. All options are equity-settled. The vesting period for all

options is generally between three and six years. If the options remain unexercised after a period

of ten years from the date of the grant, the options expire. Options are forfeited if the employee

chooses to leave the Group before the options vest.

Movements in the total number of share options outstanding and their relative weighted average

exercise price are as follows:

	2024		2023
	£’000		£’000
		Weighted		Weighted
	Number	average	Number	average
	(‘000)	exercise price	(‘000)	exercise price
Outstanding at 1 January	633	£0.84	982	£0.84
Exercised	(631)	£0.84	(222)	£0.84
Lapsed	(2)	£0.85	(127)	£0.85
Outstanding at 31 December	—	—	633	£0.84
Exercisable	—	—	633	£0.84

The weighted average share price on the exercise date of options was £1.94 (2023: £3.35).

The range of exercise prices for options outstanding at the end of the year is as follows:

	2024		2023
	£’000		£’000
		Weighted		Weighted
	Number	average	Number	average
Expiry date – 31 December	(’000)	exercise price	(’000)	exercise price
2024	—	—	615	£0.84
2025	—	—	4	£0.90
2026	—	—	14	£0.55

There are no options outstanding at the end of the year and therefore they have no weighted

average contractual life remaining (31 December 2023: 0.63 years).

In 2014 and 2016, certain option-holders under the 2004 share option scheme were awarded

Employee Shareholder Status (“ESS”) shares in the Company’s subsidiary, Ceres Power

Intermediate Holdings Ltd. The ESS shares were granted as a modification to the unexercised

2004 Employees’ share scheme options providing the relevant employees with additional

exercise rights. The issue of the ESS shares has not changed the vesting period or exercise price

of the unexercised 2004 Employees’ share scheme options granted. The total fair value charge

of these options remains unchanged and the gross benefit received cannot exceed the gain

realisable under the original share options and it cannot be received at an earlier time. Shares

granted in Ceres Power Intermediate Holdings Ltd under the ESS scheme have minimal rights

attached to them.

b) Sharesave scheme

During 2019 a new HMRC-approved savings-related share option scheme was implemented,

under which employees save on a monthly basis, over a three-year period, towards the purchase

of shares at a fixed price determined when the option is granted. This price is set at a 20%

discount to the market price. The options must be exercised within six months of maturity of the

savings contract, otherwise they lapse.

Movements in the total number of share options outstanding and their relative weighted average

exercise price are as follows:

	2024		2023
	£’000		£’000
		Weighted		Weighted
	Number	average	Number	average
	(’000)	exercise price	(’000)	exercise price
Outstanding at 1 January	850	£3.52	673	£4.36
Granted	3,284	£1.07	893	£3.13
Exercised	—	—	(300)	£1.95
Lapsed/cancelled	(1,134)	£2.65	(416)	£5.82
Outstanding at 31 December	3,000	£1.16	850	£3.52
Exercisable	—	—	—	—

There were no sharesave scheme exercises and therefore the weighted average share price on

the exercise date of options was £nil (2023: £4.02).

The weighted average fair value of options granted in the year was £1.05 (2023: £1.70).

The expiry dates of options outstanding at the end of the year are as follows:

130 Ceres Annual Report 2024

Financial statements

Notes to the consolidated financial statements continued

for the year ended 31 December 2024

24. Share options continued

Share-based payments continued

b) Sharesave scheme continued

	2024		2023
	£’000		£’000
		Weighted		Weighted
	Number	average	Number	average
Expiry date – 31 December	(’000)	exercise price	(’000)	exercise price
2024	—	—	17	£9.83
2025	33	£4.27	83	£5.96
2026	88	£3.13	750	£3.13
2027	2,879	£1.07	—	—

The options outstanding at the end of the year have a weighted average contractual life of

2.86 years (2023: 2.78 years).

c) LTIP

During 2016 a Long Term Incentive Plan (“LTIP”) was implemented by the Remuneration and

Nomination Committee. Participation in the LTIP is at the invitation of the Committee and is

intended to be used to incentivise the performance and retention of the Company’s Executives

and certain key employees.

The maximum awards for all participants are determined by the Remuneration and Nomination

Committee with appropriate input from independent advisers. Performance is based on achieving

targets. Targets are major milestones which are aligned to the Group’s strategic plan and also a

sliding scale of Total Shareholder Return (“TSR”), which is measured over a period of three years

with an additional holding period of two years for Executives. Malus and clawback conditions apply.

Movements in the total number of share options outstanding and their relative weighted average

exercise price are as follows:

	2024		2023
	£’000		£’000
		Weighted		Weighted
	Number	average	Number	average
	(’000)	exercise price	(’000)	exercise price
Outstanding at 1 January	4,490	£0.10	3,997	£0.10
Granted	4,672	£0.10	1,522	£0.10
Exercised	(101)	£0.10	(267)	£0.10
Lapsed	(1,575)	£0.10	(762)	£0.10
Outstanding at 31 December	7,486	£0.10	4,490	£0.10
Exercisable	2,044	£0.10	2,155	£0.10

The weighted average fair value of options granted in the year ending 31 December 2024 was

£2.05 (2023: £3.38).

The weighted average share price on the exercise date of options was £2.59 (2023: £3.28).

The expiry dates of options outstanding at the end of the year are as follows:

	2024		2023
	£’000		£’000
		Weighted		Weighted
	Number	average	Number	average
Expiry date – 31 December	(’000)	exercise price	(’000)	exercise price
2026	829	£0.10	829	£0.10
2027	279	£0.10	279	£0.10
2028	490	£0.10	543	£0.10
2029	445	£0.10	504	£0.10
2030	—	—	—	—
2031	—	—	—	—
2032	283	£0.10	850	£0.10
2033	1,186	£0.10	1,485	£0.10
2034	3,974	£0.10	—	—

The options outstanding at the end of the year have a weighted average contractual life of 7.43 years

(2023: 6.61 years).

Assumptions

The fair values of the 2004 and Sharesave schemes were measured by use of the Black–Scholes

pricing model. The inputs to the Black–Scholes model were as follows:

	Sharesave	Sharesave	Sharesave
	scheme 2024	scheme 2023	scheme 2022
Grant date	10 May 2024	28 April 2023	27 April 2022
Share price at date of grant (£)	1.332	3.494	7.450
Exercise price (£)	1.066	3.128	5.960
Expected volatility (%)	70%	69%	53%
Expected option life (years)	3.25 years	3.25 years	3.25 years
Average risk-free interest rate (%)	4.15%	3.61%	1.00%
Expected dividend yield	Nil	Nil	Nil

The exercise prices of options are stated above. The expected life of the options is based on the

best estimate of the average number of years expected from grant to exercise. The expected

volatility is based on historical volatility of the Company’s shares since the Company restructured

in 2012. The risk-free rate of return is management’s estimate of the yield on zero-coupon UK

Government bonds of a term consistent with the expected option life. The fair values of the LTIP

schemes were measured using a binomial pricing model and Monte Carlo simulation model.

131Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

24. Share options continued

Assumptions continued

The inputs to the Monte Carlo simulation model were as follows:

	LTIP 2024	LTIP 2023	LTIP 2022
	28 May	23 March	23 March
Grant date	2024	2023	2022
Share price at date of grant (£)	2.152	3.91	7.40
Exercise price (£)	0.1	0.1	0.1
Expected volatility (%)	75%	69%	64%
Expected option life (years)	Up to 7 years	Up to 7 years	Up to 7 years
Average risk-free interest rate (%)	4.31%	3.61%	1.46%
Expected dividend yield	Nil	Nil	Nil

25. 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.

26. 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.

27. Related party transactions

As at 31 December 2024 the Group’s related parties were its Directors and RFC Power Ltd.

Information around key management compensation is set out in Note 5.

Major shareholders have been considered in the Directors’ 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 £0.4 million (31 December 2023: £0.6 million) in return for equity share capital as described in

Note 12.

28. Non-cash movements reconciliation for consolidated statement

of cash flows

		Short-term
	Fixed assets	investments
At 1 January 2024	25,882	90,249
Accruals	725	5,807
Depreciation	(7,472)	—
Finance income received	—	(8,469)
Cash flows	4,449	(32,616)
At 31 December 2024	23,584	54,971

Movement in trade and other receivables and other current assets in operating activities includes

a non-cash adjustment in relation to Group’s share of loss from the associate (see Note 12).

132 Ceres Annual Report 2024

Financial statements

Company balance sheet

as at 31 December 2024

Note

As at

31 Dec 2024

£’000

As at

31 Dec 2023

£’000

Fixed assets

Investments 3 385,221 383,718

Current assets

Debtors: amounts falling due within one year 4 3,210 2,354

Cash at bank and in hand 5 700 239

3,910 2,593

Creditors: amounts falling due within one year 6 (9,358) (1,114)

Net current (liabilities)/assets (5,448) 1,479

Net assets 379,773 385,197

Capital and reserves

Called-up share capital 8 19,370 19,297

Share premium 406,650 406,184

Capital redemption reserve 9 3,449 3,449

Profit and loss account (49,696) (43,733)

Shareholders’ funds 379,773 385,197

The Company made a loss after taxation of £6.9 million in the year (2023: £2.8 million).

The notes on pages 134 to 137 are an integral part of these Company financial statements.

The financial statements on pages 132 to 133 were approved by the Board of Directors on 20 March 2025 and were signed on its behalf by:

Phil Caldwell Stuart Paynter

Chief Executive Officer Chief Financial Officer

Ceres Power Holdings plc

Registered Number: 5174075

133Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Company statement of changes in equity

for the year ended 31 December 2024

Note

Share capital

£’000

Share premium

£’000

Capital

redemption

reserve

£’000

Profit and loss

account

£’000

Total

£’000

At 1 January 2023 19,209 405,463 3,449 (40,998) 387,123

Loss for the financial year — — — (2,802) (2,802)

Total comprehensive loss — — — (2,802) (2,802)

Transactions with owners

Issue of shares, net of costs 88 721 — — 809

Share-based payments charge 8 — — — 67 67

Total transactions with owners 8 88 721 — 67 876

At 31 December 2023 19,297 406,184 3,449 (43,733) 385,197

Loss for the financial year — — — (6,927) (6,927)

Total comprehensive loss — — — (6,927) (6,927)

Transactions with owners

Issue of shares, net of costs 8 73 466 — — 539

Share-based payments charge 8 — — — 964 964

Total transactions with owners 73 466 — 964 1,503

At 31 December 2024 19,370 406,650 3,449 (49,696) 379,773

The notes on pages 134 to 137 are an integral part of these Company financial statements.

134 Ceres Annual Report 2024

Financial statements

Notes to the Company financial statements

1. Accounting policies used in the preparation of the financial statements

Basis of preparation

The financial statements of the Company have been prepared in accordance with Financial

Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”).

In preparing these financial statements, the Company applies the recognition, measurement

and disclosure requirements of International Accounting Standards, but makes amendments

where necessary in order to comply with the Companies Act 2006 and has set out below

where advantage of the FRS 101 disclosure exemptions has been taken.

Under Section 408 of the Companies Act 2006, the Company is exempt from the requirement

to present its own profit and loss account.

In these financial statements, the Company has applied the exemptions available under FRS 101

in respect of the following disclosures:

• Cash Flow Statement and related notes;

• Comparative period reconciliations for share capital;

• Disclosures in respect of transactions with wholly owned subsidiaries;

• Disclosures in respect of capital management;

• The effects of new but not yet effective IFRSs; and

• Disclosures in respect of the compensation of Key Management Personnel.

As the consolidated financial statements include the equivalent disclosures, the Company has

also taken the exemptions under FRS 101 available in respect of the following disclosures:

• IFRS 2 Share-based Payments in respect of Group-settled, share-based payment; and

• IFRS 7 Financial Instruments Disclosures.

The accounting policies set out below have, unless otherwise stated, been applied consistently

to all periods presented in these financial statements.

The financial statements are prepared on the historical cost basis.

Critical accounting judgements and estimates

The preparation of financial statements under FRS 101 requires the Company’s management to

make judgements and estimates that affect the reported amounts of assets, liabilities, revenues

and costs. Although these estimates are based on management’s best knowledge of the amount,

events or actions, actual results may ultimately differ from these estimates. The estimates and

underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are

recognised in the period in which the estimate is revised.

The judgements that are considered to have the most significant impact on the Company’s assets

and liabilities are set out below:

The review of amounts owed by Group undertakings involved judgement when determining

the credit risk of fellow Group undertakings and their ability to repay loans. As at 31 December

2024, management determined that Ceres Power Limited remains unable to repay any amounts

in excess of the carrying value of the loan and therefore the historical provision of £59.3 million

(2023: £59.3 million) was maintained.

Management review the Company’s investments to determine whether an indicator of impairment

exists at each reporting date. If it does, estimation is required to be used when evaluating the

carrying value of investments against their value in use. The value in use is estimated using a

discounted cash flow valuation. The basis for the projected cash flows is the Group’s business

plan, which is prepared by management. As at 31 December 2024, this review resulted in

management determining that the value in use continues to be significantly in excess of its

carrying value, and no impairment is therefore required, nor is this considered to be a significant

estimate.

2. Loss for the year

The Company has taken advantage of the exemption available under Section 408 of the Companies

Act 2006 and has not presented its profit and loss account. The Company’s result for the year

ended 31 December 2024 was a loss of £6.9 million (31 December 2023: loss of £2.8 million),

which is stated after charging £127,000 (2023: £68,000) for remuneration receivable by the

Company’s auditor for the auditing of the financial statements and £31,000 (2023: £30,000)

in relation to the review of the interim financial information.

3. Fixed asset investments

Investments in equity securities

Fixed asset investments in subsidiaries are carried at cost less impairment.

Share-based payments

The Group in which the Company is associated has a number of employee and executive share

option and award schemes under which it makes equity-settled, share-based payments.

The fair value of share-based payment awards granted to employees is recognised as an

employee expense, with a corresponding increase in equity, over the period in which the

employees become unconditionally entitled to the awards. The fair value of the awards granted

are measured using option valuation models, taking into account the terms and conditions upon

which the awards were granted. The fair value of the share-based payment, determined at the

grant date, is measured to reflect vesting and non-vesting conditions and there is no true-up

for differences between expected and actual outcomes.

Where the Company grants options over its own shares to the employees of its subsidiaries,

it recognises an increase in the cost of investment in its subsidiaries with the corresponding

credit being recognised directly in equity.

135Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

3. Fixed asset investments continued

Impairment of fixed asset investments

Investments are stated at cost and reviewed for impairment if there are indicators that the

carrying value may not be recoverable. An impairment loss is recognised to the extent that

the carrying amount cannot be recovered either by selling the asset or by continuing to hold

the asset and benefiting from the net present value of the future cash flows of the investment.

The recoverable value was calculated using a present value calculation. No reasonably plausible

change in assumptions would result in an impairment.

Investment in Group undertakings

31 Dec 2024

£’000

31 Dec 2023

£’000

Cost

At 1 January 383,718 382,880

Capital contributions arising from share-based payment charge 1,503 828

Additional investment in shares of Ceres Power Intermediate

Holdings Ltd — 10

At 31 December 385,221 383,718

The Directors have reviewed the investment in its subsidiary for indicators of impairment at

the year end, including considering the progress of technical development, funds held and the

positive performance of the Group, as well as the Group’s market capitalisation. Accordingly, an

indicator of impairment was identified with the Group’s market capitalisation being lower than

the carrying value of the investments as at 31 December 2024. A detailed impairment test was

performed and as a result the Directors continue to believe that the recoverable value of the

investment exceeds its carrying value.

The Company’s investments comprise interests in the following entities:

Name of undertaking

Country of

incorporation

Description of

shares held

Proportion of

nominal value

of shares held

by the

Company

Type of

entity

Ceres Power Ltd England and Wales £0.001 ordinary

100%

Subsidiary

Ceres Intellectual Property

Company Ltd

England and Wales £1.00 ordinary

100%

Subsidiary

Ceres Power Licence Company Ltd

England and Wales £1.00 ordinary

100%

Subsidiary

Ceres Power Intermediate

Holdings Ltd

England and Wales £0.01 ordinary

100%

Subsidiary

Ceres Holdings International Ltd England and Wales £1.00 ordinary

100%

Subsidiary

Ceres Engineering Consulting

(Shanghai) Co Ltd

Shanghai, China £1.00 ordinary

100%

Subsidiary

RFC Power Ltd England and Wales £0.001 ordinary

24.2%

Associate

1. Ceres Power Ltd, Ceres Intellectual Property Company Ltd, Ceres Holdings International Ltd and Ceres Power

Licence Company Ltd are 100% held directly by Ceres Power Intermediate Holdings Ltd. Registered address is

Viking House, Foundry Lane, Horsham, West Sussex, RH13 5PX.

2. 100% held directly by Ceres Power Ltd. Registered address is Office 1903i, Floor 19/F, Tower B, No.1065 West

Zhongshan Road, Changning District, Shanghai, China.

3. 24.2% held directly by Ceres Power Intermediate Holdings Ltd. Registered address is Imperial College, White City

Incubator Translation and Innovation Hub, London, W12 0BZ.

The principal activity of Ceres Power Ltd is the commercialisation and continued development of

the Group’s fuel cell and electrochemical technology. The principal activity of Ceres Intellectual

Property Company Ltd is the administration of registered intellectual property developed within

the Group. The principal activity of Ceres Power Intermediate Holdings Ltd is as a holding

company to the other Group companies and to manage the Group’s cash, cash equivalents

and investments. The principal activity of Ceres Power Licence Company Ltd is the provision

of overseas licence and royalty services.

Changes in the Company’s investments are in Note 12 to the Consolidated financial statements

on page 119.

136 Ceres Annual Report 2024

Financial statements

Notes to the Company financial statements continued

4. Debtors: amounts falling due within one year

Trade and other debtors

Trade and other debtors are recognised initially at fair value. Where considered necessary

they are subsequently measured at amortised cost using the effective interest method, less any

impairment losses. The Company applies the general approach for the impairment review of loans

to subsidiaries.

31 Dec 2024

£’000

31 Dec 2023

£’000

Other debtors 8 8

Prepayments and accrued income 15 17

Amounts owed by Group undertakings 3,187 2,329

3,210 2,354

The amounts owed by Group undertakings comprise inter-company loans and recharges. No specific

repayment or interest terms are associated with these amounts. As of 31 December 2024, a loss

allowance of £59,316,000 (31 December 2023: £59,316,000) has been recognised against the

inter-company loan to Ceres Power Limited and Ceres Intellectual Property Company, reflecting

management’s best estimate of the expected credit losses for that balance.

A subordination agreement exists between the Company and Ceres Power Limited. As at

31 December 2024, amounts owed by Ceres Power Limited to the Company of £60,676,000

(31 December 2023: £60,676,000) are subordinated to all other creditors of Ceres Power Limited.

5. Cash at bank and in hand

Cash at bank and in hand comprise cash balances.

6. Creditors: amounts falling due within one year

Trade and other creditors

Trade and other creditors are recognised initially at fair value. Where considered necessary they

are subsequently measured at amortised cost using the effective interest method. The amounts

owed to Group undertakings comprise inter-company loans and recharges. No specific repayment

or interest terms are associated with these amounts.

31 Dec 2024

£’000

31 Dec 2023

£’000

Other creditors 936 895

Accruals 659 219

Amounts owed to Group undertakings 7,763 —

9,358 1,114

7. Taxation

Taxation

Tax on the profit or loss for the year comprises current and deferred tax and any adjustment to

tax payable in respect of previous years. Tax is recognised in the profit and loss account except

to the extent that it relates to items recognised directly in equity or other comprehensive income,

in which case it is recognised directly in equity or other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year,

using tax rates enacted or substantively enacted at the balance sheet date.

Deferred taxation

Deferred tax is provided on temporary differences between the carrying amounts of assets

and liabilities for financial reporting purposes and the amounts used for taxation purposes. The

following temporary differences are not provided for: the initial recognition of assets or liabilities

that affect neither accounting nor taxable profit other than in a business combination; and

differences relating to investments in subsidiaries to the extent that they will probably not reverse

in the foreseeable future. The amount of deferred tax provided is based on the expected manner

of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted

or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits

will be available against which the temporary difference can be utilised.

Potential deferred tax assets have not been recognised but are set out below:

31 Dec 2024

£’000

31 Dec 2023

£’000

Tax effect of timing differences because of:

Short-term timing differences — (5)

Losses carried forward (1,639) (1,688)

(1,639) (1,693)

The deferred tax assets have not been recognised as the Directors consider that it is not

probable that the asset will be realised in the foreseeable future. The gross amount of losses

carried forward as at 31 December 2024 was £6.8 million (31 December 2023: £7.0 million),

which do not have an expiry date.

137Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

8. Called-up share capital

31 Dec 2024

£’000

31 Dec 2023

£’000

Number of

£0.10

ordinary shares £’000

Number of

£0.10

ordinary shares £’000

Allotted and fully paid:

Ordinary shares at 31 December 193,699,380 19,370 192,968,096 19,297

Details of shares issued in the period are provided in Note 22 to the Group financial statements.

Details of share options are disclosed in Note 24 to the Group financial statements.

9. Capital redemption reserve

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.

10. Employees

The Company has no employees other than the Non-Executive Directors (including the Chair), whose

remuneration is set out on page 82.

138 Ceres Annual Report 2024

Financial statements

Directors of Ceres Power Holdings plc

• Trine Borum Bojsen (Non-Executive Director)

• Tudor Brown (Non-Executive Director)

• Phil Caldwell (Chief Executive Officer)

• Warren Finegold (Chair)

• Nannan Sun (Non-Executive Director)

• Caroline Brown (Non-Executive Director)

• Karen Bomba (Non-Executive Director)

• Professor Dame Julia King (Non-Executive Director)

• Stuart Paynter (Chief Financial Officer)

Registered number

5174075

Company Secretary

Dominic Murray

Registered office

Viking House

Foundry Lane

Horsham

West Sussex

RH13 5PX

China office

Office 1903i, Floor 19

F Tower B, No.1065

West Zhongshan Road

Changning District

Shanghai

China

Japan office

19F Hilton Plaza West Office Tower

2-2-2 Umeda Kita-Ku

Osaka

530-0001

Japan

South Korea office

Seoul Finance Center, 4F

136 Sejeong-daero

Jung-gu

Seoul

South Korea (100-768)

Auditor

BDO LLP

55 Baker Street

London

W1U 7EU

Solicitor

RPC LLP

Tower Bridge House

St. Katharine’s Way

London

E1W 1AA

Bankers

National Westminster Bank Plc

2nd Floor, Turnpike House

123 High Street

Crawley

West Sussex

RH10 1DQ

Joint Broker

Joh. Berenberg, Gossler & Co. KG

60 Threadneedle Street

London

EC2R 8HP

Joint Broker

Investec Bank plc

30 Gresham Street

London

EC2V 7QP

Registrar

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol

BS99 6ZY

Ceres Power Holdings plc

Viking House

Foundry Lane

Horsham

West Sussex

RH13 5PX

www.ceres.tech

“Ceres”, “Ceres Power”, “Clean Energy Starts With Ceres” and

“SteelCell” are registered trademarks belonging to the Group.

Directors and advisers

139Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

Glossary

Annual General Meeting (AGM)

AGM is a yearly gathering of our interested shareholders where our executive team present

our annual report about Ceres’ performance and strategy.

Biofuel

A fuel derived from biomass rather than by the slow geological processes involved in the

formation of fossil fuels. Most common biofuels include bio-ethanol (from sugar or starch crops)

and biodiesel (from oils and fats).

Carbon dioxide equivalent (CO

e is a comparative measure of the global warming potential (GWP) of various greenhouse

gases (GHGs) by converting amounts of the mixture of GHGs to the equivalent amount of carbon

dioxide (CO

) with the same warming potential.

GWP accounts for the difference in the effects of GHGs, namely the efficiency at which they

absorb energy and how long they stay in the atmosphere. The time period usually used for GWP

is 100 years.

Data centre

A physical location that stores computing machines and their related hardware equipment. It

contains the computing infrastructure that IT systems require, such as servers, data storage

drives, and network equipment. It is the physical facility that stores any company’s digital data.

Distributed power generation

Also known as distributed generation (DG) or decentralized energy, is the process of generating

electricity close to where it will be used. This is different from centralized power generation,

which uses large power plants to supply electricity over long distances.

Diversity equity, belonging and inclusion (DEBI)

Ceres’ diversity and inclusion programme.

Decarbonisation

The process of lowering the amount of greenhouse gas emissions (mostly carbon dioxide, CO

)

produced by the burning of fossil fuels from a process.

Efficiency, electrical or thermo

The amount of electricity/heat that is produced by a process for each unit of energy supplied

to the process, often expressed as a percentage.

Efficiency, total

The amount of useful energy in any form that a process produces for every unit of energy

supplied to the process, often expressed as a percentage.

Electric vehicle (EV)

An EV is a vehicle that can be powered by an electric motor that draws energy from a battery

and is capable of being charged from an external source.

Electrolyser

A device that uses an electric current to split water into its constituent molecules (pure hydrogen

and oxygen), a process called electrolysis. There are several types of electrolysis technologies:

• Alkaline electrolysis (AEL): in use for more than 100 years, it uses a liquid alkaline electrolyte

solution and operates at low temperature with liquid water. It is the greatest scale and lowest

cost technology today, but is not as efficient as other technologies.

• Proton exchange membrane (PEM) electrolysis: uses a solid electrolyte that requires expensive

rare metal catalysts. It can operate at high current densities at low temperature with liquid water

and has a high dynamic response.

• Solid oxide electrolysis cell (SOEC): the least mature technology, it works at high temperatures

from steam, giving it significantly higher efficiency and lower operating costs than other

technologies when integrated to use waste heat with existing processes such as steel, ammonia

and synthetic fuel production.

Energy

In physics, energy is the capacity for doing work. It may exist as potential, kinetic, thermal,

electrical, chemical, nuclear or other various forms. Measured in joules or watt-hours.

Environment, social and governance (ESG)

ESG is a framework to assess companies on their environmental and social issues with a corporate

governance structure to encourage companies to act responsibly, often driven by shifting

regulations, prioritising long term sustainability or political agendas as opposed to companies

exclusively focusing on financial metrics.

ESG recommendations are designed to encourage companies to disclose their impact on

and risks from environmental and social issues, such as employee satisfaction, human rights

and environmental impact. How these impacts are managed are outlined in the company’s

government processes and structures.

Financial Conduct Authority (FCA)

The FCA is a financial regulatory body in the United Kingdom but operates independent of the

UK government and is financed by charging fees to members for the financial services industry.

It aims to protect consumers from bad conduct and financial services as well as ensuring financial

markets operate fairly.

140 Ceres Annual Report 2024

Financial statements

Greenhouse gases (GHG)

GHG are gases in the Earth’s atmosphere that absorb infrared radiation energy and reflect

it back to Earth, trapping heat radiated by the Earth’s surface in the atmosphere. The most

common GHGs are water vapour (H

O), carbon dioxide (CO

), methane (CH

), nitrous oxide (N

O),

ozone (O

) and various synthetic chemicals.

Excess GHGs produced by human activity, also known as anthropogenic GHG emissions, can

amplify the greenhouse gas warming effect in the atmosphere, which can lead to instability in

the Earth’s climate system.

Hard-to-abate industries

Industries that are responsible for a large portion of the world’s carbon emissions but are among

the most challenging to decarbonise. This may be due to a combination of technological and

financial challenges. Examples of hard-to-abate industries include:

• Manufacturing: steel, cement, chemicals, and petrochemicals

• Heavy-duty transportation: shipping, aviation, and long-distance trucking

Hydrogen (H

)

A highly abundant naturally occurring gas commonly cited as a fuel for the future as it has

a high chemical energy content for its mass and creates no harmful emissions when it is burned

to release energy. Hydrogen is currently used as a feedstock for a number of industrial processes,

such as metal smelting and fertiliser production, and is commercially defined by its method of

production and the treatment of the waste gases produced:

• Brown: produced using coal where the associated production emissions are released to the air.

• Grey: produced from natural gas where the associated production missions are released to

the air.

• Blue: produced from natural gas where the associated production emissions are captured using

carbon capture and storage.

• Pink: produced from electrolysis powered by nuclear energy, emitting no carbon emissions

during production.

• Green: produced from electrolysis powered by renewable electricity, emitting no carbon

emissions during production.

Intellectual property (IP)

An asset that is created by the innovative activities of people and businesses. IP can be in the

form of inventions, literary and artistic works, designs and symbols, names and images used in

commerce. In business, unique IP is often the basis of competitive advantage and is therefore

closely protected, for example by calling out a copyright, registering a table or filing a patent.

Intellectual Property Rights are protected by law and allow the holder to assert control over

how they are used through contracts and licences.

Key performance indicator (KPI)

KPIs are quantifiable measures of performance to gauge progress for a specific objective

over time.

Kilowatt hour (kWh)

A unit of energy (not power) representing one thousand watt hours. Kilowatt hours are often used

as a measure of domestic energy consumption. A kilowatt hour is equivalent to a steady power of

one kilowatt running for one hour and is equivalent to 3.6 million joules or 3.6 megajoules.

Natural gas (NG)

A fossil fuel energy source that is formed deep beneath the Earth’s surface. The largest

component of natural gas is methane, composed of carbon and hydrogen. When natural gas is

burned or used in a fuel cell, it produces energy and waste carbon dioxide.

Original equipment manufacturer (OEM)

A company that manufactures and sells products or part of a product to another company.

Science based targets initiative (SBTi)

SBTi is a partnership between CDP, the United Nations Global Compact, World Resources

Institute and the World Wide Fund for Nature. SBTi defines and promotes best practise in

emissions reduction and net zero targets in line with climate science to meet the goals of the Paris

agreement – limiting global warming to well below 2°C above pre-industrial levels and pursuing

efforts to limit warming to 1.5°C. There are currently three verifiable, accountable scopes of GHG

emissions on which companies must report, as set out by the Greenhouse Gas Protocol.

Scope 1 emissions

Direct GHG emissions from operations that are owned and or controlled by the organisation.

Scope 2 emissions

Indirect GHG emissions from energy imported from third parties, heating, cooling and steam

consumed by the organisation.

Scope 3 emissions

All GHG emissions that occur as a consequence of the operations of the organisation but are

not directly controlled or owned by the company, such as the production of upstream and

downstream activities and materials.

Solid oxide fuel cell (SOFC)

High operating temperature (up to 950°C) but highly efficient fuel cell able to generate electrical

power from multiple fuel types including natural gas, biofuels, hydrogen blends and pure

hydrogen. However these cells are typically expensive as they tend to be constructed from

exotic, but fragile, materials resistant to the high operating temperatures.

Glossary continued

141Ceres Annual Report 2024

Strategic report Corporate governance Financial statements

SOFC system

An assembly that is made up of the fuel cell, fuel input handling components and components

engineered to manage electrical power output and waste heat and gases.

Stack

An assembly of individual fuel cells into a device that can deliver a large amount of electrical

power. Ceres’ stacks are commonly manufactured in 5kW and 10kW units. These can be

connected in a modular manner to create higher power systems.

Stack array module (SAM)

A pressurised container contained Ceres’ SOEC stacks for hydrogen production

Sustainable Accounting Standards Board (SASB)

Founded in 2011, SASB is a non-profit organisation focused on independent standards setting.

Sustainable aviation fuel

It is a type of aviation fuel made from renewable and sustainable sources, such as biomass, waste

materials and synthetic fuels. Synthetic fuels are made by combining captured CO

emissions with

hydrogen produced using renewable or CO

-free electricity.

Task force on Climate-Related Financial Disclosures (TCFD)

TCFD is an international framework of disclosure recommendations developed to improve and

increase reporting of climate-related financial impact of climate change. As of 2022, UK premium

listed companies are required to report using the TCFD framework in their AR.

Watt (W)

The unit by which power is measured. The amount of energy, measured in joules, delivered in a

fixed amount of time, for example joules per second. Values are typically expressed in kilowatts

(1kW equals 1000W); megawatts (1MW equals 1,000kW); gigawatts (1GW equals 1,000MW).

Zero emission

Refers to a vehicle, engine, motor, process or some other energy source, that emits no waste

products (such as carbon dioxide) that pollute the environment or disrupt the climate.

142 Ceres Annual Report 2024

Financial statements

Notes

Ceres Power Holdings plc commitment to environmental issues is

reflected in this Annual Report, which has been printed on UPM

Finesse Silk, an FSC® certified material.

This document was printed by Opal X using its environmental

print technology, which minimises the impact of printing on the

environment, with 99% of dry waste diverted from landfill. Both

the printer and the paper mill are registered to ISO 14001.

CBP030061

Ceres Power Holdings plc

Viking House

Foundry Lane

Horsham

West Sussex

RH13 5PX

www.ceres.tech

Ceres Annual Report 2024