annual report 2014
Ceres Power annual report 2014
A CHANGE OF POWER Ceres Power Holdings plc is a world leading developer of low cost, 
next generation fuel cell technology. Used in distributed energy 
products, our Steel Cells enable a change in the way homes and 
businesses generate their power, reducing energy costs, lowering 
CO
2
 emissions, increasing efficiency and improving energy security 
and reliability. 
Our aim is to create a fuel cell for the real world. The Ceres Steel Cell 
operates on natural gas and is manufactured using conventional 
materials such as steel and standard processes developed for the 
solar industry, meaning that it can be mass produced at an affordable 
price for domestic and business use.
Our unique Ceres Steel Cell is a cost effective technology that is 
being validated by our OEM partners around the world to be at 
the heart of the next generation of power products.
Highlights 
During the reporting period:
• Joint Development Agreement signed with Cummins Power 
Generation to explore the development and commercialisation of 
the Steel Cell technology for products in Cummins’ core markets 
of prime and backup power 
• Evaluation of the Ceres Steel Cell with KD Navien, South Korea’s 
largest boiler manufacturer, as part of Technology Assessment 
Agreement
• Increase of underlying revenue from near zero in 2013 to 
£0.5 million in 2014 (total revenue increasing from £0.5 million 
to £1.2 million) and reduction of loss for the financial year by 
approximately 
1
⁄3 from £11.4 million to £7 .4 million
After the period end:
• Successful fundraising of £20 million from leading institutional 
investors provides the balance sheet strength to engage with 
commercial partners for the next stages of joint development  
and commercialisation of the technology 
• Deepening relationship with global Japanese power system 
company as Joint Development Agreement signed following 
successful testing in Japan and the UK over the past year Ceres Power Holdings plc annual report 2014 1 /
Strategic Report
Contents
Strategic Report
IFC Highlights
02 A Change of Power
04 Business Opportunity
06 Partnership Model
08 Chairman’s Statement
10 Chief Executive’s Statement
Governance
14  Board of Directors
16  Directors’ Report
Financial Statements
18  Independent Auditors’ Report
19  Consolidated Statement of 
Comprehensive Income
20 Consolidated Statement of  
Financial Position
21 Consolidated Cash Flow Statement
22 Consolidated Statement of  
Changes in Equity
23 Notes to the Consolidated  
Financial Statements
40 Independent Auditors’ Report
41 Company Balance Sheet
42 Notes to the Company Financial 
Statements
46  Directors and Advisors
A CHANGE OF POWER Ceres Power Holdings plc annual report 2014 2 /
Fuel Cells: A Change of Power 
The way we use power is changing, but the way we generate and 
distribute it hasn’t changed since the 1930s and we are still reliant  
on inefficient and expensive centralised generation and distribution.
A fuel cell is the most efficient way to generate power from fuel. By 
using the existing gas infrastructure to generate power in the home 
or business a fuel cell system removes the cost and efficiency losses 
of a transmission and distribution system. 
A CHANGE OF POWER
For a typical home a fuel cell 
CHP system reduces:
27%
of energy consumption 
30%
of CO
2
 emissions
1. International Energy Agency ‘World Energy Outlook: Are We 
Entering a Golden Age for Gas?’ – 2011.
2. FCH JU – Fuel Cell Distributed Generation Commercialisation 
Study published by Roland Berger, 2014.
3. Fuel Cell Annual Review 2013.
4. The New York Times: ‘Power, Pollution & The Internet, 
September 2012.
5. Aberdeen Group: Datacentre Downtime – How Much Does It 
Really Cost, March 2012.
As global demand for energy continues to outgrow our existing power generation 
and distribution infrastructure there are three main issues driving  rapid growth 
of the fuel cell industry:
1. Cleaner power from our existing 
gas infrastructure
Even with an increasing proportion 
of renewable energy, gas is set to 
remain a significant part of our energy 
mix and is forecast to account for 
more than one-quarter of global 
energy demand by 2035
1
. 
Fuel cell technology is widely recognised 
as the most clean and efficient way 
to generate power from natural gas. 
So it is no coincidence that Japan and 
Korea, which import 97% of their 
energy needs in the form of liquefied 
natural gas (LNG), are the leading 
markets for fuel cell commercialisation, 
closely followed by the US as it moves 
towards energy independence based 
on its plentiful shale gas reserves. 
2. Higher efficiency and lower cost 
power generation
Recent studies in the EU have shown 
that fuel cell Combined Heat and Power 
systems (CHPs), with their higher 
efficiency than the grid, save 27% of a 
typical home’s energy consumption, 30% 
of its CO
2
 emissions and eliminate other 
pollutants such as NOx almost entirely
2
.
3. Security and reliability of our 
power supplies
Grid stability and the cost of replacing 
aging infrastructure is already a big issue. 
In the US the unreliable power supply 
cost the economy $150 billion in 2013
3
 
and companies are looking for alternative 
solutions to ensure the reliability and 
security of supply to their businesses. 
Efficiency 
>40%
CHP 80–90%
>50%
100%
Losses
Efficiency 
<35–40%
<35–40%
Traditional
Traditional Centralised Generation vs Distributed Power Generation
Fuel Cell
100%
Our escalating use of the 21st Century 
technologies that allow us to lead 
mobile, wireless lifestyles is increasing 
the demand for power and the need 
for reliability further. The energy used 
to power supporting data centres 
now represents 2% of the electricity 
demand in the USA
4
 and companies 
lose an average of $138,000 for every 
hour their data centre is offline. Several 
major corporations in the US are 
already deploying fuel cells for power 
generation to ensure security of supply
5
.
Gas Gas Ceres Power Holdings plc annual report 2014 3 /
Strategic Report
To date the high cost of fuel cell technology has restricted its 
adoption. In order to make fuel cells affordable for everyone 
there needs to be a step change in their cost. 
Our aim is to produce a fuel cell for every home and business  
and we are making this vision a reality with our unique Steel  
Cell technology.
The Ceres Steel Cell is one of the most cost effective, robust and 
energy efficient fuel cell technologies developed.
In the simplest terms it is a perforated sheet of steel with a special 
ceramic layer that converts fuel directly into electrical power in a 
very efficient way. 
Our next generation Steel Cell technology uses mains natural  
gas and is manufactured using commodity materials such as steel 
and standard processes and equipment already developed for  
the solar industry, meaning that it can be mass produced at an 
affordable price for both domestic and business use.
OUR TECHNOLOGY 0
100
150
200
250
50
2007 2008 2009 2010 2011 2012 2013
Europe
Source: Fuel Cell Annual Review 2013
N. America Asia
Ceres Power Holdings plc annual report 2014 4 /
A Rapidly Growing Market 
Despite the relatively high cost of fuel cell systems today, in 2013 
revenue from the stationary sector of the fuel cell industry was 
US$1.8 billion and is predicted to reach US$8.5 billion
1
 by 2020.
• Global companies such as Panasonic and Toshiba increased their 
micro-CHP footprint in Japan, while in the US companies such as 
eBay and Google are using fuel cells to power their businesses
• By the end of 2013 the number of fuel cell micro-CHPs installed in 
Japan reached 85,000. This is forecast to rise to 138,000 by the 
end of 2014
2
THE BUSINESS OPPORTUNITY  
FOR FUEL CELLS
The Japanese government has a target 
to have 1 million homes powered by fuel 
cells by 2020 and 5 million homes by 
2030. The benefits of such a policy can 
be put in context by comparison with the 
UK. If we had the same targets in the UK, 
energy bills would be reduced by 27%, 
gas savings would equate to 7% of total 
UK gas imports and the CO
2
 emissions 
saved every year would be equivalent to 
10 Carbon Capture and Storage plants
3
. 
In the US, generous state and federal 
subsidies have encouraged the 
adoption of MW fuel cell installations, 
with companies such as eBay, Google 
and Apple powering mission critical 
data centres. GE is also re-engaging 
with fuel cells, which were recently 
described by Jeff Immelt, GE CEO, 
as a game changing technology
4
.
Korea is rapidly catching up with Japan  
as a leading producer of fuel cells.  
Posco, Korea’s biggest steel company 
recently completed installing the 
world’s largest fuel cell power plant.
Total government funding for fuel 
cell technologies incurred in Japan, 
the USA and Europe was US$8.3 
billion between 1995 and 2013
5
.
Installed Capacity, all applications
MW
1. Fuel Cells – A Global Strategic Business Report by  
Global Industry Analysts May 2014
2. Fuel Cell Annual Review 2014.
3. Fuel Cells the Smart Power Revolution, published by  
Ecuity Aug 2014. 
4. Bloomberg New Energy Finance Summit 2014.
5.  Fuel Cell Annual Review 2014 Ceres Power Holdings plc annual report 2014 5 /
Strategic Report
$1.8bn
Revenue from the stationary fuel cell 
sector in 2013
 1 3 8 , 000
Fuel cell units in Japanese homes by 
end 2014
$8.5bn
Projected revenue by 2020 
 1 million
T arget of Japanese homes powered  
by fuel cells by 2020 PRODUCT DEVELOPM ENT
OEM
Partners 
TECH NOLOGY
Ceres
Power
SCALE
Manufacturing
Partners 
Product License
license
Supply
of cells/stack
Manufacturing
Typical commercialisation stages
Product Sales
Evaluation
Agreements
Duration 12 months 24 months 12 – 24 months On-going
Milestones
Commercial  
Targets
Technology  
Evaluation
Technology  
Validated
Product
Developed
Production
Launch
Joint  
Development 
Agreements
LICENSE
Technology 
Transfer
Manufacturing 
Scale Up
Development
Programme
Commercial Launch
Programme
Ceres Power Holdings plc annual report 2014 6 /
Working with our partners 
At Ceres Power we offer our partners the opportunity to develop 
power systems and products using the unique Steel Cell technology.
We are working with several major OEM partners worldwide who 
are evaluating our technology across a variety of markets. 
While leveraging our partners’ expertise to design, develop and 
commercialise products with our Steel Cell technology, we provide 
access to our considerable Intellectual Property (IP) and expertise 
at the cell, stack and systems levels, combined with the ability to 
manufacture under license.
OUR PARTNERSHIP MODEL
Ceres provides value to its partners 
by reducing overall development 
costs and accelerating the time 
to market for new products. 
Engagement with commercial OEM 
partners tends to follow a parallel 
path to the customers’ product 
development cycle as shown below.
Revenues are generated throughout 
each stage, from initial evaluation 
through to joint product development 
and technology transfer with associated 
license fee and royalty payments. 
Our considerable capability and 
know-how can also be scaled with 
strategic manufacturing partners to 
provide the Steel Cell to customers 
under a manufacturing license. Ceres Power Holdings plc annual report 2014 7 /
Strategic Report
Stage 1. Technology Evaluation. In this initial stage the customer will 
pay for evaluation of the technology, often in the UK initially followed 
by a prolonged period of testing at the customer’s site. This is typically 
a 6 to 12 month process carried out under strict “blackbox” guidelines, 
which allows the customer to test the technology but not access 
the Intellectual Property contained within the design.
Stage 2. Development Programme. Once the customer has validated 
that the technology meets performance and commercial requirements, 
a follow-on stage is to jointly develop a system or prototype product 
around the core Steel Cell technology under a Joint Development 
Agreement. This tends to be a multiyear development.
Stage 3. License/technology transfer and commercial product 
development. At the point at which the customer decides to go to 
commercial product development the technology IP is transferred 
under a license agreement. This typically has an upfront fee covering 
the initial transfer of rights to the technology, as well as ongoing 
royalties on future product sales that use the technology.
OUR BUSINESS MODEL Ceres Power Holdings plc annual report 2014 8 /
Chairman’s Statement It is a huge endorsement  
of the technical team’s capabilities that they have been able  
to progress to the next stages with customers as technically 
demanding as the Japanese OEMs.
FUEL CELLS: AN 
EMERGING INDUSTRY
This is an exciting time in the fuel 
cell industry. Following a prolonged 
development period we are now seeing 
the rapid emergence of an industry with 
the commercialisation of first generation 
products from leading global companies. 
Growth of the sector has been 
particularly significant in Asia and 
the US, as favourable energy policies 
and subsidies, combined with a 
renewed interest in natural gas 
and billions of dollars of investment 
by private companies, support 
this initial commercialisation. 
As with any emerging industry we are 
also seeing a period of consolidation. 
Many of the less well-financed 
independent fuel cell providers have 
exited the business or been acquired 
by larger OEM’s, and significant 
partnerships have been made as 
companies form strategic alliances. 
This shows an increasing need for 
global engineering companies to access 
capability in fuel cell technology. 
By focusing on our technology 
and partnering with these leading 
companies we are confident that we 
have the right strategy to take our 
technology through to product. 
With the global market for fuel cells 
forecast to reach US$8.5 billion by 
2020, this represents a significant 
opportunity for those companies that 
can emerge as winners over the next 
few years. Therefore I am particularly 
pleased that we have set Ceres Power 
on a strong financial footing with 
the addition of several high quality 
institutional investors through the 
recent £20 million fundraising. 
With the global market for fuel 
cells forecast to reach US$8.5 
billion by 2020, this represents 
a significant opportunity. 
Alan Aubrey
Chairman Ceres Power Holdings plc annual report 2014 9 /
Strategic Report
Progress
Since implementing our new strategy 
in 2013 Ceres has continued 
to deliver against its plan. 
I am especially pleased with the 
calibre of commercial interest that 
Ceres has generated across different 
geographies and applications. 
This is particularly so with the signing 
of a Joint Development Agreement 
and deepening of our relationship with 
one of the leading global Japanese 
power systems companies and the 
significant commercial progress made 
in a relatively short space of time 
with our ongoing relationship with 
Cummins Power Systems in the US. 
It is a huge endorsement of the 
technical team’s capabilities that they 
have been able to progress to the next 
stages with customers as technically 
demanding as the Japanese OEMs.
By satisfying demanding customer 
test requirements in both the UK 
and Asia, the Company has valuable 
third-party validation of the Steel Cell 
technology’s disruptive performance, 
particularly its robustness.
We have made significant strides with the 
technology under the leadership of Mark 
Selby, our Chief Technology Officer, and I 
am pleased that this has been recognised 
by his promotion to the board.
People
I am delighted with the tremendous 
progress the Company has made, both 
technically and commercially, under the 
leadership of our CEO Phil Caldwell in 
his first full year with the Company.
We have a strong dedicated team who 
have embraced the new strategy and 
the increasing opportunities that this 
has generated. This progress can be 
clearly seen in the Horsham facility, 
which has never failed to impress the 
leading players from across the industry 
that have visited in the past year. 
We continue to invest both in 
adding to the team in key areas and 
also the test and manufacturing 
infrastructure in Horsham. This will 
accelerate our development and enable 
further customer engagements. 
I am confident that the Ceres Steel Cell 
technology can transform the way that 
power is generated and distributed 
and look forward to building on the 
significant progress made in the last 
twelve months to further position Ceres 
as one of the leading companies in the 
fuel cell industry in the year ahead.
Alan Aubrey
Chairman 
7 November 2014
I am delighted with the 
tremendous progress  
the Company has made,  
both technically and 
commercially. 
We have set Ceres Power on a strong financial footing with the 
addition of several high-quality institutional investors through 
the recent £20 million fundraising.  Ceres Power Holdings plc annual report 2014 10 /
Chief Executive’s Statement I am pleased to report on the 
significant technical and commercial progress made in my  
first 12 months in the position of Chief Executive following 
the Company’s strategic change of direction in 2013.
A YEAR OF PROGRESS
Introduction
I am positive that we have the right 
strategy to compete in the rapidly 
growing fuel cell industry and, through 
the dedication of the team working 
not just in the UK but also at customer 
sites in Korea, Japan and the US, we 
have put in place a solid foundation 
for our future commercial success. 
Strategy
The fuel cell industry today is dominated 
by the large global players who have 
the balance sheet strength to invest 
in technology and bring first products 
to market in environments with 
favourable energy policy and subsidies.
A partnering approach is being adopted 
with alliances of several companies 
coming together to cover all aspects of 
the product development cycle, from  
the design and manufacture of the core 
fuel cell technology to system-level 
product development and the channel 
 to market, often through a utility or 
energy services company.
Our strategy of being a technology 
provider rather than a product company 
allows us to play to our strengths and 
focus on our next generation Steel Cell 
technology, while leveraging the 
expertise of some of the world’s largest 
power companies. 
By using the same core Steel Cell 
technology for different product 
applications across different 
geographies we are able to access the 
growing markets of Asia and the US 
through strategic partnerships and 
ultimately the licensing of our technology. 
The licensing approach and outsourced 
manufacturing is often used in the 
consumer electronics industry where a 
commercial “eco-system” of technology 
designers, manufacturers and OEM’s 
come together to provide the products 
we are all reliant upon today. At Ceres 
Power we are working on establishing 
our own eco-system of partners. 
This approach enables us to scale 
the business through leveraging our 
partners’ product development and 
manufacturing capabilities in order to 
bring the Steel Cell technology to market 
in the next generation of power products 
we all need for the home and business.
The recent fundraise backed by leading 
institutional investors endorses the 
Company strategy and gives Ceres the 
balance sheet strength to engage with 
these leading companies at this key 
stage of the Company’s development.
Commercial 
Over the past year we have made 
significant commercial progress in 
building a pipeline of opportunities 
from the global power sector and we 
have welcomed many of the leading 
players to our facilities in Horsham. All 
of the companies we are dealing with 
are leaders in their chosen markets 
Phil Caldwell
Chief Executive Officer Ceres Power Holdings plc annual report 2014 11 /
Strategic Report
and although not all can be expected 
to go through to commercialisation, 
success with a relatively small 
number of companies would give 
us a significant market share. 
One of the most satisfying aspects 
of the past year has been seeing our 
technology successfully tested on 
several customer sites in Korea and 
Japan. This confirms the confidence 
that we have in the performance of the 
Steel Cell technology with third party 
validation by some of the world’s most 
experienced engineering companies. 
In January we shipped our first fuel cell 
power system to KD Navien (KDN) 
under the terms of the Technology 
Assessment Agreement, which has 
undergone extensive testing at an 
independent Korean test house and 
then at KDN’s own facility near Seoul. 
As a first deployment outside of the 
UK we have made great progress and 
learnt a tremendous amount about 
how our technology performs in 
different environmental conditions. 
We have successfully demonstrated 
superior performance for cycling and 
robustness compared to similar solid 
oxide fuel cell (SOFC) technologies and 
have agreed to extend the testing period 
to enable modification for localised 
conditions and ensure we reproduce the 
same performance at KDN as in the UK. 
During this time we have built a strong 
working relationship with the KDN team 
and in parallel to the testing we are in 
discussions for the next phases of the 
relationship to jointly develop a product 
for the Korean and international markets 
based on the Steel Cell technology.
I am extremely pleased with our progress 
in Japan this year, since opening our 
office in Kyoto in April and culminating 
in the recently signed next stage Joint 
Development Agreement with one of 
the leading Japanese power system 
companies. This follows extensive 
evaluation of the Steel Cell technology 
over the past year with testing in the 
UK and at the customer’s facility in 
Japan. There is particular interest in 
the robustness and cycleability of the 
Steel Cell for different applications such 
as conventional generators, which has 
often been a problem for other SOFC 
technologies in the past. Under this 
agreement the companies will jointly 
develop a fuel cell stack using the Ceres 
Steel Cell technology combined with 
the engineering and design expertise 
of the Japanese OEM, to be built in 
the UK and then tested in Japan for 
its application for both residential and 
generator systems. Japan is a key market 
for us and we have developed a strong 
commercial pipeline and expect several 
more companies to enter evaluation 
stages in the coming months.
Recent advancements in the efficiency 
of the technology have opened up the 
opportunity for us to explore other 
applications, with a particular focus on 
the North American market. In March 
we signed a strategic Joint Development 
Agreement with Cummins Power 
Generation, a global provider of power 
systems, including those for the data 
centre and back-up power markets. 
The purpose of the collaboration is 
to explore the joint development and 
commercialization of the Steel Cell 
technology for products in Cummins’ 
existing markets.  There is significant 
interest in distributed generation using 
fuel cells in the US and we are exploring 
several commercial opportunities, 
which we expect to progress to the 
next stages in the coming year.
We have made significant commercial progress in building a 
pipeline of opportunities from the global power sector and… 
all of the companies we are dealing with are leaders in their 
chosen markets. 
As part of our business strategy 
we are also further developing our 
relationships with energy companies 
and utilities in different regions and 
are starting to explore strategic 
partnerships for manufacturing scale-
up in key markets such as Asia.
Technology 
The Board has been very pleased with 
progress made this year against our 
technology roadmap. In the last year 
the technology team has continued to 
evaluate the ability of the technology 
to compete in the most advanced 
markets in the world for fuel cell power 
generation, namely the rapidly maturing 
Japanese consumer scale CHP units 
and the emerging “power only”, or prime 
power, market in North America. 
We have also supported our customers 
with their own technology evaluation 
programmes, which have allowed them 
to validate our technology’s unrivalled 
ability to shutdown repetitively in 
planned and unplanned scenarios. 
I am most excited by the improvement 
in electrical efficiency from ~50% 
published this time last year to over 
57%. Operation in an unoptimised CHP 
prototype product showed 47% net 
efficiency, which puts our technology 
firmly in the same high-efficiency 
category as m-CHP products on sale 
today in Japan, but at a much lower 
overall cost, improving potential savings 
for domestic micro-CHP customers. 
Looking to the future, our roadmap for 
the next period includes activities that 
aim to increase efficiency and power 
density still further and will strengthen 
our cost USP against other technologies. Ceres Power Holdings plc annual report 2014 12 /
With the support of a £1 million 
government grant from the 
Department of Energy and Climate 
Change (DECC) to accelerate the 
worldwide commercialisation of this 
technology, the team has made great 
strides in improving the Fuel Cell 
Module design, including improving 
emissions compliance at system level. 
This is key to enable adoption in all 
our target markets and it offers our 
partners an easier route to developing 
products around the technology. 
Across all areas of our technology we 
continue to generate and protect our 
intellectual property. We file numerous 
patents where they strengthen our 
position and protect our competitive 
advantage, and since June 2013 
we have increased the number of 
patent and trade mark families we 
have filed for from 33 to 39.
Our focus on increasing efficiency 
of the core Steel Cell technology 
combined with system development 
with our partners gives us confidence 
that we can address larger scale 
prime power applications where 
this is the main requirement. 
Manufacturing and Operations
In manufacturing, the Company’s 
operational focus has been continuing  
the supply of quality fuel cells to 
the various internal and customer 
programmes, as well as investing in 
improvements to the manufacturing 
processes. For example, our recent 
partnership with DEK (part of ASM 
Assembly Solutions), a global provider 
of screen printing equipment, coupled 
with grant funding of £0.7 million 
from the Technology Strategy Board, 
which we announced in August 2014, 
is a key enabler to scale up some 
of our key processes more cost-
effectively. The collaboration combines 
DEK’s latest high speed photovoltaic 
manufacturing processes with Ceres 
existing manufacturing capability. 
In the coming year we will continue to 
develop our manufacturing processes 
to enable further capacity, initially in the 
UK, and we will explore further scale-
up with global manufacturing partners 
in line with our business strategy.
Financial
Apart from meeting commercial and 
technical milestones, we measure 
success of the business through 
careful management of the Company’s 
resources and by measuring progress 
on our financial milestones. 
The Company’s loss for the financial 
year decreased from £8.3 million in 
2013 (excluding restructuring costs 
of £3.1 million) to £7.4 million. As the 
weighted average number of shares 
in issue increased from 293 million to 
537 million, the loss per ordinary share 
decreased from 3.88p to 1.38p. 
Total revenue increased from £0.5 million 
in the year ending 30 June 2013 to 
£1.2 million in the current year. Excepting 
releases of deferred revenue in both 
the prior year (Calor Gas £0.5 million) 
and the current year (Bord Gais Eirann 
£0.7 million), the Group has increased 
its underlying revenue from £13,000 in 
the year ending 30 June 2013 to £0.5 
million in the current year. This reflects 
Chief Executive’s statement continued
I am most excited by the 
improvement in electrical 
efficiency… which puts our 
technology firmly in the same 
high-efficiency category as 
m-CHP products on sale today 
in Japan, but at a much lower 
overall cost.  Ceres Power Holdings plc annual report 2014 13 /
Strategic Report
the continued progress the Company has 
made in developing new and deepening 
existing partner relationships.
Control of the Company’s cost base  
is vital to Ceres. We are in a growth 
phase and we do expect our cost base  
to increase as we service customers  
and rebase from our restructuring in 
2013. The Board is comfortable with  
the recurring operating costs of  
£10.1 million (2013: £10.2 million), which 
is necessary to continue the development 
and productionisation of the technology. 
At the year end the Company had  
£7.7 million in cash and cash equivalents, 
having used £7.3 million net cash in 
operations in the period (2013: £7.3 
million), and with the addition of the £20 
million gross raised via an oversubscribed 
private placing in July 2014, the 
Group is well financed to deliver the 
next phase of its business plan.
During the year the Company began 
again to invest significantly in capital 
equipment (£0.5 million based on 
cashflow during the year, compared to 
£42,000 in 2013), which will be used to 
accelerate the technology development 
cycle. The single largest investment in 
2014 is £1 million of new test facilities, 
which was part complete at year end.
Ceres is also making excellent use of 
the available government grants and is 
grateful for their availability, recognising 
£0.6 million in the year (2013: nil). 
Another important form of funding 
to the business is receiving R&D tax 
credits. We received £1.1 million of 
tax credit relating to the prior year 
and we estimate to recover a similar 
amount for the current year. 
People
I continue to be impressed with the 
whole team at Ceres. Their commitment 
over the year has been excellent, and 
the Board recognises the importance 
of everyone’s contribution to achieving 
the Company’s goals. During the year 
we have recruited new colleagues 
in order to deliver our internal and 
external programmes, and we will 
continue to recruit the right resource 
to help us deliver to our objectives. 
As the Chairman has stated in his report, 
since the year end we have promoted 
Mark Selby, Chief Technology Officer, 
to the main Board of Directors of the 
Company. This reflects his leadership 
and his active contribution to the 
development of our technology. 
Risks
The Group faces a number of risks and 
uncertainties, which could affect the 
execution of its strategic objectives. 
The key business risks are outlined 
in the Directors’ Report and the key 
financial risks are detailed in note 
14 to the financial statements. 
Outlook, key objectives and KPI’s
In the past year we have laid a solid 
technical foundation and executed 
customer programmes to an extremely 
high standard of performance. We are 
now seeing the benefits of our internal 
developments coming through into our 
customer engagements with some of 
the most experienced power system 
companies in the world. We are building 
our global profile and we have a healthy 
commercial pipeline for the coming year.
The valuable third party validation we have received from 
our OEM partners reinforces our confidence that our  
Steel Cell technology has the potential to become the 
standard next generation fuel cell technology. 
Ceres considers its financial key 
performance indicators to be 
revenue from commercial activities, 
operating costs, and maintaining 
a strong cash position. 
In the coming year I expect further 
revenue growth through advancement 
of partners  to next stage Joint 
Development Agreements and bringing 
on new partners at the evaluation stage. 
We will manage operating costs to 
support commercial activity and 
further investment will be made in 
the technical team and our test and 
manufacturing capabilities at Horsham 
as we pursue our own roadmap to 
produce a Steel Cell technology that 
is fit for real world applications in all 
metrics of performance and cost.
The valuable third party validation 
we have received from our OEM 
partners reinforces our confidence 
that our Steel Cell technology has 
the potential to become the standard 
next generation fuel cell technology. 
This is a very exciting time in this rapidly 
growing industry and at Ceres Power 
we are well positioned to become one 
of the leading companies in this sector.
Phil Caldwell
Chief Executive Officer
7 November 2014 Recent advancements in the 
efficiency of the technology 
have opened up the 
opportunity for us to begin to 
explore other applications, 
with a particular focus on the 
North American market.  Ceres Power Holdings plc annual report 2014 14 /
Board of Directors
Alan Aubrey 
Chairman
Alan joined the Company in 
December 2012 as Chairman. 
He is the CEO of IP Group 
plc, a leading UK intellectual 
property commercialisation 
company and major investor 
in Ceres Power. He is also 
Non-Executive Chairman 
of Proactis, an AIM-listed 
software company and a Non-
Executive Director in a number 
of other leading technology 
companies, such as Oxford 
Nanopore. From 2008 to 
2014, he was a Non-Executive 
Director of the Department 
for Business, Innovation & 
Skills (BIS). Previously Alan was 
a partner in KPMG where he 
specialised in providing advice 
to fast-growing technology 
businesses. He is a fellow of 
the Institute of Chartered 
Accountants of England and 
Wales. Alan holds a BA in 
Economics and an MBA.
Phil Caldwell 
Chief Executive Officer
Phil joined the Company in 
September 2013 as CEO.  
He was previously Corporate 
Development Director at 
Intelligent Energy Limited,  
a company specialising in the 
development of PEM fuel 
cell systems, where he led 
commercial and strategic 
business development 
activities, including securing 
OEM partners, executing 
license deals and joint ventures. 
Prior to joining Intelligent 
Energy, Phil was responsible 
for business development 
for the Electrochemical 
Technology Business within 
ICI. He has a Masters degree 
in Chemical Engineering from 
Imperial College, holds an 
MBA from IESE Barcelona and 
is a Chartered Engineer and 
Sainsbury Management Fellow.
Richard Preston 
Chief Financial Officer
Richard joined Ceres Power in 
2008 as Financial Controller, 
performing key finance and 
programme manager roles 
across the business. He was 
appointed to the Board in 
February 2013. Previously 
Richard held a number of 
senior roles in business 
transformation and project 
finance at Cable & Wireless. 
He is a Chartered Accountant 
and Corporate Treasurer and 
holds an MA in Engineering 
and Management Studies from 
the University of Cambridge.
Mark Selby 
Chief Technology Officer
Mark joined Ceres Power 
in 2006 and is responsible 
for leading all aspects of 
the strategy and delivery 
of the Steel Cell technology 
development. He was 
appointed to the Board in 
2014 and prior to joining 
Ceres Power he was part of 
the Control & Electronics 
Department at Ricardo UK 
Limited. Mark has degrees in 
Electronics, Dynamics and 
Control Systems awarded 
by the University of Leeds. Ceres Power Holdings plc annual report 2014 15 /
Steve Callaghan 
Non-Executive Director
Steve joined Ceres in 
December 2012 to lead the 
turnaround and strategy 
reset. He was appointed 
Senior Independent Director 
in March 2014. He is also 
NED at OMNICO Group 
and LUMATA Holdings, 
both Private Equity held 
businesses, and he is Chairman 
of Navtech Radar Ltd. Prior 
to joining Ceres Steve held a 
number of senior executive 
and CEO positions in both 
public and private businesses 
over a period of 20 years. 
He has a degree in Electrical 
and Electronic Engineering 
from Cranfield University.
Mike Lloyd
Non-Executive Director
Mike joined Ceres Power in 
July 2012. He has more than 
forty years of experience in 
engineering, manufacturing 
and supply chain roles in the 
electrical machinery and power 
sectors. His senior leadership 
roles have included: President 
of Rolls Royce Gas Turbines 
Operations, Technical Director 
of GEC Large Machines and 
Managing Director of Alstom 
Transport. Mike is presently 
a Non-Executive Director 
of a number Energy Sector 
related companies, including 
Magnomatics Ltd, Atlantis 
Ltd, Rimor Ltd and Aerospace 
Tooling Ltd. He has a BSc 
in Electrical Engineering, a 
PhD in Electrical Machines 
and is a Fellow of the Royal 
Academy of Engineering.
Robert Trezona 
Non-Executive Director
Robert joined the Company 
in December 2012. He has 
been working in technology 
venture for many years, 
focusing on cleantech and 
materials opportunities. He 
is the cleantech lead at IP 
Group plc and provides sector 
expertise across IP Group’s 
portfolio as well as originating 
and managing investments in 
high-potential cleantech start-
ups. Prior to this he was Head 
of Research and Development 
at the Carbon Trust, fuel cell 
team lead at Johnson Matthey 
and Ceres Power and strategy 
consultant for McKinsey and 
Company. He holds a PhD in 
Materials Science from the 
University of Cambridge.
Governance Ceres Power Holdings plc annual report 2014 16 /
The Directors present their report and the audited financial 
statements for the year ended 30 June 2014.
Principal activities
The Ceres Power Group is a world-leading developer of low cost, 
next generation fuel cell technology. 
Review of business and future developments
A review of the Group’s business, including events since the  
year end and an outlook for the future, are set out in detail in  
the Chairman’s Statement and the Chief Executive’s Statement  
on pages 8 to 13.
Results and dividends
The consolidated results of the Group for the year are set out in the 
Consolidated Statement of Comprehensive Income on page 19. 
The Directors do not recommend the payment of a dividend 
(2013: £nil).
Research and development
During the year, the Group incurred expenditure of £7,138,000 
(2013: £7,190,000) on research and development, all of which  
was expensed to the Consolidated Statement of Comprehensive 
Income. The Chief Executive’s Statement reports on progress 
during the year.
Charitable and political contributions
The Group made no charitable or political contributions during the 
year (2013: £nil).
Post balance sheet event
During July 2014 the Company completed a private placing  
which raised £20 million gross through the issue of 235,705,868 
ordinary shares. 
Principal risks and uncertainties
In addition to financial risk management which is detailed in note 14 
to the financial statements, there are a number of risks and 
uncertainties which could have a material impact on the execution 
of the Group’s strategy. Risks are formally reviewed by the Board 
and appropriate processes and controls put in place to monitor and 
mitigate them. Key business risks and mitigations in place are set 
out as follows:
Technology risk
Technology risk is the risk that we will not be able to successfully 
develop and apply the Company’s fuel cell technology to potential 
products or that our technology will be superceded by new 
technologies. Ceres’ key focus is to deliver its technology for 
customers, as well as to continually improve the technology to 
maintain technological advantage. We monitor competitor  
activity regularly. 
Intellectual Property protection risk
The Group continues to invest in the expansion and protection of its 
portfolio of intellectual property. However the Group’s competitive 
advantage is at risk from unauthorised parties using the Group’s 
technology in their own products. There are internal procedures and 
controls in place to capture and exploit all Intellectual Property (‘IP’) 
and to protect and prevent or control disclosure to third parties and 
partners. There is always a degree of uncertainty over the ability to 
register certain IP rights. IP insurance provides additional protection 
for the Group for agreement, pursuit and defence of IP terms  
and rights.
Key personnel dependence risk
There is a risk of disruption to operations and damage to the 
business due to key personnel leaving the business. To mitigate this, 
the Directors have put in place short-term incentive schemes and 
have granted share options to key personnel, which support their 
competitive remuneration packages and restrictive employment 
covenants already in place. 
Operational risk
There is a risk that the Company’s operations or its supply chain 
cannot manufacture to quality or to time or support delivery or 
validation of technology for customer or internal programmes.  
We closely monitor our manufacturing processes and work with 
suppliers to ensure their delivery to our required quality. 
Commercial risk
There is a risk that our partners do not use our technology in their 
products. As stated previously our key technology focus is validating 
our technology for our customers, in addition we are increasing our 
pipeline of potential customers, mitigating against individual 
customers which may not wish to move forward. 
Competitive and market risk
Future revenues are dependent on, amongst other factors, the 
development of markets, the impact on these markets of alternative 
technologies from competitors, technology obsolescence, fuel 
prices, feed-in tariffs and changing regulations.
Future funding risk
The Group is likely to be reliant on future funding to fully 
commercialise its technology. 
Directors
The Directors of the Company, who served during the year and up 
to the date of signing the financial statements unless otherwise 
stated, are as follows:
• Alan Aubrey (Non-Executive Chairman) 
• Steve Callaghan (Senior Independent Director) 
• Phil Caldwell (Chief Executive Officer) appointed  
2 September 2013
• Richard Preston (Chief Financial Officer)
• Mark Selby (Chief Technology Officer) appointed  
30 October 2014
• Mike Bretherton (Non-Executive Director) resigned  
4 October 2013
• Mike Lloyd (Non-Executive Director) 
• Robert Trezona (Non-Executive Director) 
Directors’ and Officers’ liability insurance
The Company maintains liability insurance for its Directors and 
Officers as permitted by the Companies’ Act 2006.  
Directors’ Report
for the year ended 30 June 2014 Ceres Power Holdings plc annual report 2014 17 /
Governance
Substantial shareholders
The Company has been notified of the following holdings of 3%  
or more of the 772,537,841 ordinary shares of 1p each of the 
Company on 31 October 2014:
Investor
Number of 1p  
ordinary shares Percentage 
IP Group plc 179,558,822 23.24%
Richard Griffiths 172,080,310 22.27%
Lansdowne Partners 76,470,588 9.90%
Henderson Global Investors 63,179,231 8.18%
Sarasin & Partners LLP 41,018,332 5.31%
Policy and practice on payment of creditors
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 at the year end as a 
proportion of amounts invoiced by suppliers during the year 
represent 34 days (2013: 38 days). Trade creditors of the Company 
at the year end as a proportion of amounts invoiced by suppliers 
during the year represent 39 days (2013: 17 days).
Corporate Governance
The Directors recognise the importance of good corporate 
governance. The principles of how the UK Corporate Governance 
Code has been applied are in the Corporate Governance section  
of the Company’s website (www.cerespower.com), which was last 
updated on 24 October 2014.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the annual report in 
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements 
for each financial year. Under that law the Directors have prepared 
the Group financial statements in accordance with International 
Financial Reporting Standards (“IFRSs”) as adopted by the 
European Union, and the parent Company financial statements  
in accordance with United Kingdom Generally Accepted  
Accounting Practice (United Kingdom Accounting Standards  
and applicable law).
Under Company law 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 the Company 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 accounting estimates that are reasonable 
and prudent;
• state whether IFRSs as adopted by the European Union and 
applicable UK Accounting Standards have been followed, 
subject to any material departures disclosed and explained in the 
Group and parent Company financial statements respectively; 
and
• prepare the financial statements on the going concern basis 
unless it is inappropriate to presume that 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 that 
the financial statements comply with the Companies Act 2006. They 
are also responsible for safeguarding the assets of the Company 
and the Group and hence for taking reasonable steps for the 
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity  
of the Company’s website. Legislation in the United Kingdom 
governing the preparation and dissemination of financial statements 
may differ from legislation in other jurisdictions.
Going concern
After having made appropriate enquiries and in light of the private 
placing which raised £20 million gross in July 2014, the Directors 
have a reasonable expectation that the Group and Company have 
adequate resources to progress their established strategy for the 
foreseeable future. Accordingly, they continue to adopt the going 
concern basis in preparing these financial statements.
Directors’ statement on disclosure of information to auditors
So far as each Director is aware, there is no relevant audit 
information of which the Company’s auditors are unaware. Each 
Director has taken all the steps that he ought to have taken as a 
Director in order to make himself aware of any relevant audit 
information and to establish that the Company’s auditors are aware 
of that information.
Independent auditors
The auditors, PricewaterhouseCoopers LLP, have indicated their 
willingness to continue in office and a resolution concerning their 
reappointment will be proposed at the Annual General Meeting.
By order of the Board
Richard Preston
Chief Financial Officer
7 November 2014 Ceres Power Holdings plc annual report 2014 18 /
Report on the Group financial statements
Our opinion
In our opinion the financial statements, defined below:
• give a true and fair view of the state of the Group’s affairs  
as at 30 June 2014 and of its loss and cash flows for the  
year then ended;
• have been properly prepared in accordance with International 
Financial Reporting Standards (IFRSs) as adopted by the 
European Union; and
• have been prepared in accordance with the requirements of  
the Companies Act 2006.
This opinion is to be read in the context of what we say in the 
remainder of this report.
What we have audited
The Group financial statements (the “financial statements”),  
which are prepared by Ceres Power Holdings plc, comprise:
• the Consolidated Statement of Financial Position as at  
30 June 2014;
• the Consolidated Statement of Comprehensive Income  
for the year then ended;
• the Consolidated Cash Flow Statement for the year then ended;
• the Consolidated Statement of Changes in Equity for the year 
then ended; and
• the Notes to the Consolidated Financial Statements, which  
include a summary of significant accounting policies and  
other explanatory information.
The financial reporting framework that has been applied in their 
preparation is applicable law and IFRSs as adopted by the 
European Union.
In applying the financial reporting framework, the Directors have 
made a number of subjective judgements, for example in respect  
of significant accounting estimates. In making such estimates, they 
have made assumptions and considered future events.
What an audit of financial statements involves
We conducted our audit in accordance with International Standards 
on Auditing (UK and Ireland) (“ISAs (UK & Ireland)”). An audit involves 
obtaining evidence about the amounts and disclosures in the 
financial statements sufficient to give reasonable assurance that the 
financial statements are free from material misstatement, whether 
caused by fraud or error. This includes an assessment of: 
• whether the accounting policies are appropriate to the Group’s 
circumstances and have been consistently applied and 
adequately disclosed; 
• the reasonableness of significant accounting estimates made by 
the Directors; and 
• the overall presentation of the financial statements. 
In addition, we read all the financial and non-financial information in 
the annual report to identify material inconsistencies with the 
audited financial statements and to identify any information that is 
apparently materially incorrect based on, or materially inconsistent 
with, the knowledge acquired by us in the course of performing the 
audit. If we become aware of any apparent material misstatements 
or inconsistencies we consider the implications for our report.
Opinion on other matter prescribed by the Companies 
Act 2006
In our opinion 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.
Other matters on which we are required to report 
by exception
Adequacy of information and explanations received
Under the Companies Act 2006 we are required to report to you if, 
in our opinion, we have not received all the information and 
explanations we require for our audit. We have no exceptions to 
report arising from this responsibility. 
Directors’ remuneration
Under the Companies Act 2006 we are required to report to you if, 
in our opinion, certain disclosures of Directors’ remuneration 
specified by law are not made. We have no exceptions to report 
arising from this responsibility. 
Responsibilities for the financial statements and the audit
Our responsibilities and those of the Directors
As explained more fully in the Statement of Directors’ responsibilities 
set out on page 17, the Directors are responsible  
for the preparation of the financial statements and for being  
satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the financial 
statements in accordance with applicable law and ISAs (UK & 
Ireland). Those standards require us to comply with the Auditing 
Practices Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only 
for the Company’s members as a body in accordance with Chapter 
3 of Part 16 of the Companies Act 2006 and for no other purpose. 
We do not, in giving these opinions, accept or assume responsibility 
for any other purpose or to any other person to whom this report is 
shown or into whose hands it may come save where expressly 
agreed by our prior consent in writing.
Other matter
We have reported separately on the Company financial statements 
of Ceres Power Holdings plc for the year ended 30 June 2014.
Michael Jones (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Gatwick
7 November 2014
Independent Auditors’ Report 
to the members of Ceres Power Holdings plc Ceres Power Holdings plc annual report 2014 19 /
Financial Statements
Note
2014
£’000
2013 
£’000
Revenue 2 1,224 523
Cost of sales (265) (10)
Gross profit 959 513
Operating costs 3 (10,128) (13,255)
Other operating income 3 581 1
Operating loss (8,588) (12,741)
Finance income 4 73 55
Loss before income tax 3 (8,515) (12,686)
Income tax credit 7 1,122 1,311
Loss for the financial year and total comprehensive loss (7,393) (11,375)
Loss per £0.01 ordinary share expressed in pence per share:
– basic and diluted 8 (1.38)p (3.88)p
All activities relate to the Group’s continuing operations and the loss for the financial year is fully attributable to the owners of the Parent.
The notes on pages 23 to 39 are an integral part of these consolidated financial statements.
Consolidated Statement of Comprehensive Income 
for the year ended 30 June 2014 Ceres Power Holdings plc annual report 2014 20 /
Note
2014 
£’000
2013 
£’000
Assets
Non-current assets
Property, plant and equipment 9 1,657 2,181
Other receivables 11 58 53
Total non-current assets 1,715 2,234
Current assets
Trade and other receivables 11 1,219 454
Current tax receivable 1,166 1,044
Short-term investments 12 – 6,207
Cash and cash equivalents 12 7,699 9,230
Total current assets 10,084 16,935
Liabilities
Current liabilities
Trade and other payables 13 (1,143) (1,089)
Provisions for other liabilities and charges 15 (242) (261)
Total current liabilities (1,385) (1,350)
Net current assets 8,699 15,585
Non-current liabilities
Accruals and deferred income 13 (1,175) (1,918)
Provisions for other liabilities and charges 15 (1,166) (1,293)
Total non-current liabilities (2,341) (3,211)
Net assets 8,073 14,608
Equity attributable to the owners of the Parent
Share capital 16 5,369 8,817
Share premium account 72,907 72,906
Capital redemption reserve 3,449 –
Other reserve 7,463 7,463
Accumulated losses (81,115) (74,578)
Total equity 8,073 14,608
The notes on pages 23 to 39 are an integral part of these consolidated financial statements.
The financial statements on pages 19 to 39 were approved by the Board of Directors on 7 November 2014 and were signed on its behalf by:
Phil Caldwell  Richard Preston
Chief Executive Officer Chief Financial Officer
Ceres Power Holdings plc
Registered Number: 5174075
Consolidated Statement of Financial Position
as at 30 June 2014 Ceres Power Holdings plc annual report 2014 21 /
Financial Statements
Note
2014 
£’000
2013 
£’000
Cash flows from operating activities
Cash used in operations 18 (8,252) (10,016)
Income tax received 1,000 2,667
Net cash used in operating activities (7,252) (7,349)
Cash flows from investing activities
Purchase of property, plant and equipment (520) (42)
Movement in short-term investments 6,207 (6,207)
Finance income received 75 57
Net cash generated from/(used in) investing activities 5,762 (6,192)
Cash flows from financing activities
Proceeds from issuance of ordinary shares 2 12,591
Net cash generated from financing activities 2 12,591
Net decrease in cash and cash equivalents (1,488) (950)
Exchange (losses)/gains on cash and cash equivalents (43) 2
(1,531) (948)
Cash and cash equivalents at beginning of year 9,230 10,178
Cash and cash equivalents at end of year 12 7,699 9,230
Consolidated Cash Flow Statement
for the year ended 30 June 2014 Ceres Power Holdings plc annual report 2014 22 /
Note
Share 
capital 
£’000
Share 
premium 
account 
£’000
Capital 
redemption 
reserve 
£’000
Other 
reserve 
£’000
Accumulated 
losses 
£’000
Total 
£’000
At 1 July 2012 4,311 64,821 – 7,463 (63,617) 12,978
Comprehensive income
Loss for the financial year – – – – (11,375) (11,375)
Total comprehensive loss – – – – (11,375) (11,375)
Transactions with owners
Issue of shares, net of costs 16 4,506 8,085 – – – 12,591
Share-based payments charge – – – – 414 414
Total transactions with owners 4,506 8,085 – – 414 13,005
At 30 June 2013 8,817 72,906 – 7,463 (74,578) 14,608
Comprehensive income
Loss for the financial year – – – – (7,393) (7,393)
Total comprehensive loss – – – – (7,393) (7,393)
Transactions with owners
Issue of shares, net of costs 16 1 1 – – – 2
Cancellation of deferred shares, net of costs (3,449) – 3,449 – – –
Share-based payments charge – – – – 856 856
Total transactions with owners (3,448) 1 3,449 – 856 858
At 30 June 2014 5,369 72,907 3,449 7,463 (81,115) 8,073
Consolidated Statement of Changes in Equity
for the year ended 30 June 2014 Ceres Power Holdings plc annual report 2014 23 /
Financial Statements
1. Summary of significant accounting policies
The Company is incorporated and domiciled in the United Kingdom and is registered on the AIM market of the London Stock Exchange. 
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. 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 International 
Financial Reporting Standards (“IFRS”) as adopted by the European Union, the IFRS Interpretations Committee (IFRS-IC) interpretations 
and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. 
The Company has elected to prepare its entity financial statements in accordance with United Kingdom Generally Accepted 
Accounting Practice (‘UK GAAP’) and these are presented on pages 41 to 45.
The consolidated financial statements have been prepared on a historical cost basis except for certain items that have been measured 
at fair value as detailed in the individual accounting policies below. 
 Critical accounting estimates and judgements
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. Material estimates and assumptions are made in particular with regard to: providing for onerous 
leases and dilapidations; choosing the appropriate method with which to recognise grant income and development-related revenue 
(revenue is recognised over the development phase of each contract based on the costs incurred (‘percentage of completion’); and 
recognising R&D tax credits. The financial impact of changes to these assumptions is as follows: if the onerous leases were partially 
sublet or the revenue contracts were 10% less complete or if 10% less tax credit was received, then the impact would be immaterial.
 Basis of consolidation
The consolidated financial statements of Ceres Power Holdings plc include the results of the Company and its wholly-owned 
subsidiaries. Subsidiaries are entities over which the Group has the power to govern the financial and operating policies. Subsidiaries 
are consolidated from the date on which control is transferred to the Group and are de-consolidated from the date that control ceases. 
The purchase method of accounting is used to account for acquisitions and the cost of acquisition is measured as the fair value of 
assets given, equity instruments issued and liabilities incurred. The accounting policies of subsidiaries have been changed where 
necessary to ensure consistency with the policies adopted by the Group.
The financial statements of Ceres Power Ltd have been consolidated under merger accounting rules. The financial statements of  
Ceres Intellectual Property Company Ltd and Ceres Power Intermediate Holdings Ltd have been consolidated under acquisition 
accounting rules. 
Intra-Group transactions, profits, losses and balances are eliminated in full on consolidation.
 Capital risk management
The Group’s objectives, when managing capital, are to safeguard the Group’s ability to continue as a going concern and to maintain an 
optimal capital structure. Total capital, which is the Group’s primary source of funding, is calculated as ‘Total equity’ as shown in the 
consolidated statement of financial position. The Group protects its capital by eliminating/hedging treasury risks that could expose the 
Group to the risk of material loss of capital (refer to note 14).
 
Notes to the Consolidated Financial Statements
for the year ended 30 June 2014 Ceres Power Holdings plc annual report 2014 24 /
1. Summary of significant accounting policies continued
 Property, plant and equipment
Property, plant and equipment are stated at historical cost less depreciation. Historical 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 Comprehensive Income during the financial period in which they are incurred. The Directors annually consider the need  
to impair these assets.
Depreciation is calculated using the straight-line method to allocate the cost over the estimated useful economic lives as follows:
Leasehold improvements Ten years or the lease term if shorter 
Plant and machinery Three to five years 
Computer equipment Three years 
Fixtures and fittings Three to ten years
The assets’ residual values and useful economic lives are reviewed, and adjusted if appropriate, at each balance sheet date. 
Assets under construction represent 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.
 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 three months, reduced by overdrafts to the extent that there is a right of offset against  
other cash balances. 
 Short-term investments
These include short-term bank deposits with original maturity greater than three months and less than or equal to twelve months.
 Trade and other receivables
Trade receivables are recognised initially at fair value and subsequently held at amortised cost less an allowance for any uncollectable 
amounts that are made when the full amount is no longer considered receivable. Actual bad debts are written off when identified.  
A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect 
all amounts due according to the original terms of the receivables.
 Trade payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
 Taxation
The tax credit represents the best estimate of tax due to the Group at the year end.
Deferred tax is provided in full, using the liability method, on temporary differences between the tax bases of assets and liabilities and 
their carrying amounts in the consolidated financial statements. Deferred tax assets are recognised to the extent that it is probable that 
future taxable profit will be available against which the temporary differences can be utilised.
 Share-based payments
The Group has a number of employee and executive share option and incentive schemes under which it makes equity-settled share-
based payments. The fair value at the date of grant of equity-settled, share-based payments is expensed on a straight-line basis over 
the vesting period, based on the Group’s estimate of shares that will eventually vest. The charge is then credited back to reserves.
Fair value is measured by use of the Black-Scholes and binomial models. The expected lives used in the models have been  
adjusted, when adjusted, based on the Directors’ best estimates, for the effects of non-transferability, exercise restrictions and 
behavioural considerations.
 
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2014 Ceres Power Holdings plc annual report 2014 25 /
Financial Statements
1. Summary of significant accounting policies continued
 Foreign currencies
The consolidated financial statements are presented in pounds sterling, which is the Company’s functional and presentational currency. 
Transactions denominated in foreign currencies are translated into sterling at the actual rate of exchange ruling at the date of the 
transaction. Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates ruling at the balance 
sheet date. Exchange differences are included in the Consolidated Statement of Comprehensive Income.
 Pension scheme arrangements
The Group operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those  
of the Group. The pension costs charged represent contributions paid by the Group to individual pension plans and are charged to the 
Consolidated Statement of Comprehensive Income as they become payable.
 Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale 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. 
Amounts received or receivable under development contracts are recognised as revenue when earned, as calculated on a percentage 
of completion basis, based on costs incurred to date versus total estimated costs over the period that the related work is performed, 
subject to certainty of receipt of cash, or when any specific conditions in agreements have been met. If a loss is expected in respect of 
a contract, the entire loss is recognised immediately in the income statement. All direct costs relating to these contracts are recorded 
as cost of sales.
 Government grants
Grants are recognised on a case-by-case basis. Revenue grants are recognised in the Consolidated Statement of Comprehensive 
Income as other operating income. Capital grants are recognised in property, plant and equipment against the assets to which they 
relate (and are fully disclosed in note 9 to the financial statements) and are credited to the Consolidated Statement of Comprehensive 
Income on a straight-line basis over the expected lives of the related assets as a reduction to depreciation expense. 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. For grants with technical milestones, these grants are held on the balance sheet as deferred income and 
are recognised only when the relevant milestone has been achieved and the associated cash has been received.
 Research and development expenditure
Research costs are expensed as incurred. Development expenditure is capitalised when it can be separately measured and its future 
recoverability can be reasonably regarded as assured. Following initial recognition, the related asset is amortised over the period of 
expected future sales with impairment reviews being carried out at least annually. The asset is carried at cost less any accumulated 
amortisation and impairment losses. 
The Group has not yet capitalised any development costs as the criteria set out in IAS 38, ‘Intangible assets’, have not been met.
 Non-recurring operating costs
  Costs are recognised as non-recurring when they relate to a major restructuring of the Group’s activities. These typically include 
employee termination payments, provisions for onerous leases and disposals of property, plant and equipment. 
 Operating leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. 
Payments made under operating leases (net of any incentives received from the lessor) are charged to the Consolidated Statement of 
Comprehensive Income on a straight-line basis over the period of the lease. Benefits received and receivable as an incentive to sign an 
operating lease are amortised over the full lease term.
  Ceres Power Holdings plc annual report 2014 26 /
1. Summary of significant accounting policies continued
 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 
foreign exchange contracts to hedge against foreign currency denominated purchase 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 in note 14.
Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the Consolidated 
Statement of Comprehensive Income as they arise.
 Provisions
Provisions are recognised when the Company has a present legal or constructive obligation as a result of a past event, it is probable 
that an outflow of resources will be required to settle the obligation and the amount can be reliably measured. Provisions have been 
made for future dilapidations costs on leased property and on onerous leases. These provisions are the Directors’ best estimates as 
the actual costs and timing of future cash flows are dependent on future events and are updated periodically. Any difference between 
expectations and the actual future liability will be accounted for in the period when such determination is made. Details of the Group’s 
provisions are set out in note 15.
 Changes in accounting policy and disclosures 
It is not expected that the implementation of any of the new standards or interpretations will have a significant impact on the Group’s 
accounting or disclosures, with the exception of IFRS 15, ‘Revenue from Contracts with Customers’, which may impact on the timing of 
revenue being recognised in future periods.
2.  Revenue and segmental information 
For management purposes, the Group is organised into one operating segment, which is the development and commercialisation of  
its fuel cell technology. 
The Group has adopted IFRS 8, ‘Operating Segments’. IFRS 8 defines operating segments as those activities of an entity about which 
separate financial information is available and which are evaluated by the Chief Operating Decision Maker to assess performance and 
determine the allocation of resources. The Chief Operating Decision Maker has been identified as the Chief Executive Officer, the Chief 
Financial Officer and the Chief Technology Officer. The Directors are of the opinion that under IFRS 8 the Group has only one operating 
segment, being the development and commercialisation of its fuel cell technology. The Chief Executive Officer, the Chief Financial 
Officer and the Chief Technology Officer assess the performance of the operating segment on financial information which is measured 
and presented in a manner consistent with that in the financial statements.
The Group’s revenue of £1,224,000 was derived wholly from services from one customer in the United Kingdom (£738,000), one 
customer in Asia (£304,000) and several other customers outside of Europe (2013: £523,000 was derived from one customer in  
the United Kingdom (£510,000) and one customer in Asia (£13,000)). All of the Group’s non-current assets are located in the  
United Kingdom. 
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2014 Ceres Power Holdings plc annual report 2014 27 /
Financial Statements
3.  Loss before income tax 
2014 
£’000
2013 
£’000
Operating costs are split as follows:
Research and development costs 7,138 7,190
Administrative expenses – recurring 2,990 2,997
10,128 10,187
Administrative expenses – non-recurring restructuring related – 3,068
10,128 13,255
Loss before income tax is stated after charging/(crediting):
Staff costs, including share-based payments charges (note 5) 4,953 5,886
Depreciation on property, plant and equipment (net of amortised grant contributions) 1,069 1,322
Restructuring – disposal of property, plant and equipment (net) – 759
Restructuring – termination payments and provisions for onerous leases – 2,309
Operating lease rentals payable – property, plant and machinery 281 466
Other operating income – grant income (581) (1)
Repairs expenditure on property, plant and equipment 110 88
Forward contract losses (note 14) – 7
Net foreign exchange losses/(gains) 43 (2)
Services provided by the Group’s auditors
During the year the Group obtained the following services from the Group’s auditors as detailed below:
Fees payable to the Company’s auditors for the audit of parent Company and consolidated financial statements 10 16
Fees payable to the Company’s auditors for other services
– the audit of the Company’s subsidiaries 28 33
– other services relating to taxation 27 27
– other services 25 –
90 76
4. Finance income
2014 
£’000
2013 
£’000
Interest receivable on cash and short-term investments 73 55
5. Employees and Directors
The average monthly number of persons (including Executive Directors) employed by the Group during the year was:
2014 
Number
2013 
Number
By activity:
Servicing customers 4 –
Research and development 53 59
Administration 15 17
72 76
2014 
£’000
2013 
£’000
Staff costs (for the above persons) comprised:
Wages and salaries, including compensation for loss of office 3,475 4,690
Social security costs 396 532
Other pension costs (note 6) 226 250
Share-based payments (note 17) 856 414
4,953 5,886 Ceres Power Holdings plc annual report 2014 28 /
5. Employees and Directors continued
2014 
£’000
2013 
£’000
Directors’ emoluments:
Aggregate emoluments 458 568
Company contributions to defined contribution pension schemes 18 20
Compensation for loss of office – 475
476 1,063
2014 
£’000
2013 
£’000
Highest paid Director:
Aggregate emoluments 180 116
Compensation for loss of office – 253
180 369
Two Directors (2013: one Director) have retirement benefits accruing under defined contribution pension schemes.
 Directors’ emoluments for the year ended 30 June 2014
Salary/fee 
£
Pension
10
£
Total 
£
Executive
Phil Caldwell
1
171,250 8,814 180,064
Richard Preston 141,375 9,328 150,703
Non-Executive
Alan Aubrey 15,000 – 15,000
Steve Callaghan
2
95,934 – 95,934
Mike Bretherton
3
3,981 – 3,981
Robert Trezona
4
15,000 – 15,000
Mike Lloyd 15,000 – 15,000
457,540 18,142 475,682
 Directors’ emoluments for the year ended 30 June 2013
Salary/fee 
£
Pension
10
 
£
Termination 
payment 
£
Total 
£
Executive
Richard Preston
5
40,250 3,220 – 43,470
Rex Vevers
6
106,469 8,517 111,938 226,924
Dr Phil Whalen
6
106,469 8,517 109,913 224,899
David Pummell
7
115,705 – 253,366 369,071
Non-Executive
Alan Aubrey
8
7,962 – – 7,962
Steve Callaghan
2
77,112 – – 77,112
Mike Bretherton
8
7,962 – – 7,962
Robert Trezona
4
7,962 – – 7,962
Mike Lloyd
9
28,615 – – 28,615
Dr Brian Count
7
45,897 – – 45,897
John Nicholas
7
23,443 – – 23,443
567,846 20,254 475,217 1,063,317
1 Appointed to the Board on 2 September 2013.
2 Steve Callaghan was appointed to the Board on 18 December 2012. Fees totalling £79,595 (2013: £69,375) were paid to Steve Callaghan Services Limited, a company of which Steve Callaghan  
is a Director.
3  Resigned on 4 October 2013.
4 Appointed to the Board on 18 December 2012. His fees are paid to IP Group Ltd.
5 Appointed to the Board on 14 February 2013. 
6 Resigned on 14 February 2013. 
7 Resigned on 18 December 2012.
8 Appointed to the Board on 18 December 2012.
9 Appointed to the Board on 3 July 2012.
10 Pension contribution is based on 8% of gross salary and employer’s National Insurance saved on employee pension contributions. 
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2014 Ceres Power Holdings plc annual report 2014 29 /
Financial Statements
5. Employees and Directors continued
 Directors’ interests in share options
At 
1 July 2013 
number Granted number Exercised
Lapsed/
Surrendered 
number
At 
30 June 2014
number
Exercise 
price Exercise period
Phil Caldwell
Options 
(unapproved) – 2,000,000 – – 2,000,000 £0.085 September 2014 – November 2023
Options 
(unapproved) – 2,000,000 – – 2,000,000 £0.085 September 2015 – November 2023
Options
1
– 2,000,000 – – 2,000,000 £0.085 November 2016 – November 2023
Options
1
– 2,000,000 – – 2,000,000 £0.085 November 2017 – November 2023
Options
1
– 2,000,000 – – 2,000,000 £0.085 November 2018 – November 2023
Options
1
– 2,000,000 – – 2,000,000 £0.085 November 2019 – November 2023
Sharesave options 
(approved) – 143,312 – – 143,312 £0.06 February – July 2017
– 12,143,312 – – 12,143,312
Richard Preston
Options (approved) 400,000 – – – 400,000 £0.01 January 2016 – January 2023
Options (approved) 400,000 – – – 400,000 £0.01 January 2017 – January 2023
Options (approved) 400,000 – – – 400,000 £0.01 January 2018 – January 2023
Options (approved) 400,000 – – – 400,000 £0.01 January 2019 – January 2023
Options 
(unapproved) 375,000 – – – 375,000 £0.099 April 2016 – April 2023
Options 
(unapproved) 375,000 – – – 375,000 £0.099 April 2017 – April 2023
Options 
(unapproved) 375,000 – – – 375,000 £0.099 April 2018 – April 2023
Options 
(unapproved) 375,000 – – – 375,000 £0.099 April 2019 – April 2023
Sharesave options 
(approved) – 143,312 – – 143,312 £0.06 February – July 2017
3,100,000 143,312 – – 3,243,312
Steve Callaghan
Options 
(unapproved) 1,500,000 – – – 1,500,000 £0.099 April 2016 – April 2023
1,500,000 – – – 1,500,000
Mike Lloyd
Options 
(unapproved) 750,000 – – – 750,000 £0.01 December 2015 – December 2022
Options 
(unapproved) 170,000 – – – 170,000 £0.099 April 2016 – April 2023
920,000 – – – 920,000
1 A portion of these share options are EMI approved
All options outlined above are fully exercisable at the Director’s discretion during the relevant exercise period.
In addition during the year certain key employees and Directors who are 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 modification has not changed the vesting period or exercise price. The total fair value charge of the 
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. As part of this, Phil Caldwell and Richard Preston were awarded 8,932,516 and 1,500,000  
ESS shares.  Ceres Power Holdings plc annual report 2014 30 /
5. Employees and Directors continued
The Directors also had the following interests in shares in the Company as at the date of the signing of this annual report:
Steve Callaghan: 3,605,650 shares; Mike Lloyd: 783,088 shares; Phil Caldwell: 117,646 shares; Richard Preston: 222,645 shares,  
Rob Trezona: 124,544 shares; and Mark Selby: 25,325 shares. Alan Aubrey held an interest in IP Group plc, the parent company of 
IP2IPO Limited, a substantial shareholder of the Company.
 Key management compensation
The Directors are of the opinion that the key management of the Group were the Chief Executive Officer, the Chief Financial Officer and 
the Chief Technology Officer. The key management compensation is summarised in the following table:
2014 
£’000
2013 
£’000
Salaries and other short-term employment benefits 489 514
Post-employment benefits 24 23
Termination benefits – 475
Share-based payments 156 107
669 1,119
6. Pensions
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in 
independently administered funds. The pension charge represents contributions payable by the Group to the funds and amounted to 
£226,000 (2013: £250,000). A total of £34,000 (2013: £24,000) was payable to the funds at the year end.
7. Income tax credit
2014 
£’000
2013 
£’000
UK corporation tax – R&D tax credit (1,000) (1,044)
Adjustment in respect of prior periods – R&D tax credit (122) (267)
Income tax credit (1,122) (1,311)
No corporation tax liability has arisen during the year (2013: £nil) due to the losses incurred.
A tax credit has arisen as a result of the tax losses being surrendered in respect of research and development expenditure in the 
current and prior years.
The tax result for the year is different from the standard rate of small profits UK corporation tax of 20% (2013: 20%). The differences are 
explained below:
2014 
£’000
2013 
£’000
Loss before income tax 8,515 12,686
Loss before income tax multiplied by the UK tax rate of 20% (2013: 20%) (1,703) (2,537)
Effects of:
Losses carried forward 529 980
Enhanced tax deductions for R&D expenditure (910) (1,141)
Expenses not deductible for tax purposes 170 339
Accelerated capital allowances and other timing differences 236 460
Adjustment in respect of prior periods – R&D tax credit (122) (267)
Difference between R&D tax credit and small company tax rates 678 855
Total income tax credit (1,122) (1,311)
8. Loss per share
Basic and diluted loss per £0.01 ordinary share of 1.38p for the financial year ended 30 June 2014 (2013: 3.88p) 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 during the year, there is no dilution of losses per share in the year ended 30 June 2014 or  
in the previous year.
The loss for the financial year ended 30 June 2014 was £7,393,000 (2013: £11,375,000) and the weighted average number of  
£0.01 ordinary shares in issue during the year ended 30 June 2014 was 536,831,883 (2013: 292,793,498).
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2014 Ceres Power Holdings plc annual report 2014 31 /
Financial Statements
9.  Property, plant and equipment
Leasehold 
improvements 
£’000
Plant and 
machinery 
£’000
Computer 
equipment 
£’000
Fixtures 
and fittings 
£’000
Assets under 
construction 
£’000
Total 
£’000
Cost
At 1 July 2012 2,988 7,401 1,023 143 50 11,605
Additions – 45 – (5) 6 46
Transfers – – 50 – (50) –
Disposals (1,523) (750) – – – (2,273)
At 30 June 2013 1,465 6,696 1,073 138 6 9,378
Additions 205 186 9 – 145 545
Transfers – 6 – – (6) –
At 30 June 2014 1,670 6,888 1,082 138 145 9,923
Accumulated depreciation
At 1 July 2012 1,523 5,045 698 123 – 7,389
Charge for the year 305 1,197 168 13 – 1,683
Amortisation of grant contributions (32) (323) (6) – – (361)
Disposals (1,208) (306) – – – (1,514)
At 30 June 2013 588 5,613 860 136 – 7,197
Charge for the year 278 756 129 2 – 1,165
Amortisation of grant contributions (31) (65) – – – (96)
At 30 June 2014 835 6,304 989 138 – 8,266
Net book value
At 30 June 2014 835 584 93 – 145 1,657
At 30 June 2013 877 1,083 213 2 6 2,181
At 30 June 2012 1,465 2,356 325 20 50 4,216
10. Subsidiary undertakings 
Details of the Company’s subsidiaries at 30 June 2014 are as follows: 
Name of undertaking Country of incorporation Description of shares held
Proportion 
of nominal 
value of 
shares 
held by the 
Company
Ceres Power Limited England and Wales £0.001 ordinary shares 100%
1
Ceres Intellectual Property Company Limited England and Wales £1.00 ordinary share 100%
1
Ceres Power Intermediate Holdings Limited England and Wales £0.01 ordinary shares 100%
The principal activity of Ceres Power Ltd is the development and commercialisation of the Group’s fuel cell 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 short term investments. The results of Ceres Power Ltd, Ceres Intellectual Property Company 
Ltd and Ceres Power Intermediate Holdings Ltd are included within these consolidated financial statements. 
1 Ceres Power Ltd and Ceres Intellectual Property Company Ltd are 100% held directly by Ceres Power Intermediate Holdings Ltd. Ceres Power Holdings plc annual report 2014 32 /
11. Trade and other receivables
2014 
£’000
2013 
£’000
Current:
Other receivables 555 231
Prepayments and accrued income 664 223
1,219 454
Non-current:
Prepayments and accrued income 58 53
58 53
There is no material difference between the fair value of other receivables and their carrying values and they are not overdue at 30 June 
2014. There have been no provisions for impairment of receivables during the year (2013: £nil). The carrying amounts of the Group’s 
trade and other receivables are all denominated in pounds sterling.
12. Cash and cash equivalents and short-term investments 
2014 
£’000
2013 
£’000
Cash at bank and in hand 982 576
Money market funds 6,717 8,654
Cash and cash equivalents 7,699 9,230
Short-term bank deposits greater than three months – 6,207
7,699 15,437
The Group holds surplus funds in accordance with the treasury policy, as set out in note 14.
Interest 
rate type
2014 
£’000
2013 
£’000
Interest rate risk profile of the Group’s financial assets:
Cash at bank and in hand Floating 982 576
Money market funds Floating 6,717 8,654
Short-term bank deposits greater than three months Floating – 6,207
7,699 15,437
There are no short-term bank deposits at the year-end (2013: notice period of 95 days). Floating rate cash deposits, money market 
funds and other bank deposits earned interest based on relevant UK LIBID-related equivalents. The credit quality of financial assets 
has been assessed by reference to external credit ratings.
13. Trade and other payables 
2014 
£’000
2013 
£’000
Current:
Trade payables 327 354
Taxation and social security 124 83
Other payables 49 36
Accruals and deferred income 643 616
1,143 1,089
Non-current:
Accruals and deferred income 1,175 1,918
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2014 Ceres Power Holdings plc annual report 2014 33 /
Financial Statements
14. Financial instruments 
The Group only uses derivative financial instruments to hedge foreign currency exposures arising from an underlying current or 
anticipated business requirement and not for any speculative purpose. 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 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. 
 
 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 and cash equivalents and short-term investments and if a customer 
fails to meet its contractual obligations. The Group’s primary objective to manage credit risk from its holdings of cash and short-term 
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 typically places surplus funds into pooled money market funds and bank deposits with durations of up to 12 months.  
The Group’s treasury policy restricts investments in short-term sterling money market funds to those which carry short-term credit 
ratings of at least two of AAAm (Standard & Poor’s), Aaa/MR1+ (Moody’s) and AAA V1+ (Fitch) and deposits with banks with  
minimum long-term rating of A/A-/A3 and short-term rating of F-1/A-2/P-2 for banks which the UK Government holds less than  
25% ordinary equity. 
The Group’s customers are generally large multi-national companies and are consequentially not considered to add significantly to the 
Group’s credit risk exposure. 
 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 1% in interest rates would have impacted the finance 
income by £0.1 million in the year ended 30 June 2014 (2013: £0.1 million).
 Liquidity risk 
Cash flow forecasting is performed by the Group. This includes forecasting of the Group’s liquidity requirements to ensure the Group 
has sufficient cash to meet its operational needs.
 Foreign currency exposures 
The Group seeks to minimise its exposure to fluctuations in exchange rates by taking out forward currency contracts to hedge against 
foreign currency denominated commitments, when known. At 30 June 2014, 100% (2013: 100%) of foreign currency commitments 
were either hedged by foreign currency contracts or covered by cash held. Fair value is based on the market price of comparable 
instruments at the balance sheet date. 
The Group did not hold any forward currency contracts at the year end. The mark to market losses of the forward currency contracts 
held prior to year end in the Consolidated Statement of Comprehensive Income were nil (2013: losses of £7,000).
None of the Group’s assets and liabilities were measured at fair value at 30 June 2014 or 30 June 2013.
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined 
by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as 
little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is 
included in level 2. Ceres Power Holdings plc annual report 2014 34 /
14. Financial instruments 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 Comprehensive Income. 
2014 
£’000
2013 
£’000
Foreign currency monetary assets:
United States Dollar 460 107
Norwegian Kroner 21 –
Japanese Yen 18 –
Euro 9 40
508 147
The Group has net Euro denominated trade payables of £5,000 (2013: £17,000) and US Dollar denominated trade payables of £nil 
(2013: £39,000).
The functional currency of the Company is pounds sterling. 
15. Provisions for other liabilities and charges 
Property dilapidation and onerous lease provisions charged to the Consolidated Statement of Comprehensive Income are set  
out below: 
 Provisions for the year ended 30 June 2014
Property 
dilapidations 
£’000
Onerous 
leases 
£’000
Total 
£’000
At 1 July 2013 560 994 1,554
Charged to the Consolidated Statement of Comprehensive Income 119 – 119
Utilised in the Consolidated Statement of Comprehensive Income (22) (243) (265)
At 30 June 2014 657 751 1,408
Current 10 232 242
Non-Current 647 519 1,166
At 30 June 2014 657 751 1,408
The dilapidation provision recognised matches the present value of costs to be incurred, which is materially the same as the expected 
costs to be incurred, in making good the various leasehold properties at the end of their respective leases, details of which are in note 
19. The onerous lease provision recognised provides for the full cost of the remaining life of the leases on properties that the Company 
expects to have no further use of.
 Deferred taxation
Potential deferred tax assets have not been recognised but are set out below:
2014 
£’000
2013 
£’000
Tax effect of temporary differences because of:
Difference between capital allowances and depreciation (1,616) (1,587)
Deductions relating to share options (363) (497)
Losses carried forward (9,322) (10,112)
Pensions (5) (6)
(11,306) (12,202)
The deferred tax assets have not been recognised, as the Directors consider that it is unlikely that the asset will be realised in the 
foreseeable future.
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2014 Ceres Power Holdings plc annual report 2014 35 /
Financial Statements
16. Share capital
2014 2013
Number £’000 Number £’000
Allotted and fully paid
At 1 July 536,799,123 8,817 86,215,662 4,311
Allotted under share option schemes 32,850 1 2,235,838 22
Allotted on cash placing & open offer – – 448,347,623 4,484
Transfer to capital redemption reserve –
1
(3,449) – –
Ordinary shares of £0.01 each at 30 June 536,831,973 5,369 536,799,123 8,817
1 86,215,662 £0.04 deferred shares were cancelled in the year. These deferred shares were not included in the number of ordinary shares disclosed in this table.
During the period the deferred shares of £0.04 each were cancelled with £3,448,626 being transferred to a capital redemption reserve 
and 32,850 ordinary shares of £0.01 each were issued on the exercise of employee share options for cash consideration of £1,642. 
(2013: On 18 December 2012 each existing ordinary share of £0.05 was sub-divided into one new ordinary share of £0.01 and one 
deferred share of £0.04. On that date the Company issued 330,000,000 ordinary shares of £0.01 each in a placing and open offer for 
cash consideration of £3,300,000. On 2 April 2013 the Company issued 118,347,623 ordinary shares of £0.01 each in a placing and 
open offer for cash consideration of £9,467,810 (before deducting issue costs of £208,050). Also 2,235,838 ordinary shares of £0.01 
each were issued on the exercise of employee share options for cash consideration of £31,792.)
17. Share options
The total charge recognised in the year ended 30 June 2014 relating to employee share-based payments was £856,000 
(2013: £414,000).
The Company has a number of share option schemes and savings-related share option plans for its employees and a separate  
scheme for Executive Directors. 
2014 
£’000
2013 
£’000
a) 2004 Employees’ share option scheme 794 280
b) 2010 Sharesave scheme – 17
b) 2011 Sharesave scheme 38 42
b) 2014 Sharesave scheme 20 –
c) CHP Project Bonus Plan – –
d) Executive Directors’ one-off award 4 75
856 414
a) Ceres Power Holdings Limited 2004 Employees’ share option scheme
The Company has issued share options under this scheme for Directors and employees, under which approved and unapproved share 
options were granted, prior to the flotation of the Company in November 2004 and in subsequent years. The Company adopted the 
‘Ceres Power Holdings Limited 2004 Employees’ share option scheme’ at the time of flotation.
Under this scheme, Directors and employees hold options to subscribe for £0.01 ordinary shares in Ceres Power Holdings plc at prices 
ranging from £0.01 to the closing mid-market price on the day preceding the most recent 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:
2014 2013
Number 
(’000)
Weighted 
average 
exercise 
price 
Number 
(’000)
Weighted 
average 
exercise 
price 
Outstanding at 1 July 46,715 £0.11 5,426 £0.94
Granted 23,220 £0.083 45,693 £0.03
Exercised – – (2,000) £0.01
Lapsed (7,048) £0.25 (2,404) £0.72
Outstanding at 30 June 62,887 £0.09 46,715 £0.11
Exercisable 1,463 £2.06 3,400 £1.11
In 2013 the weighted average share price on the exercise date of options was £0.025. Ceres Power Holdings plc annual report 2014 36 /
17. Share options continued
The range of exercise prices for options outstanding at the end of the year is as follows: 
2014 2013
Expiry date – 30 June
Weighted 
average 
exercise 
price
Number 
(’000)
Weighted 
average 
exercise 
price 
Number 
(’000)
2015 £0.67 189 £0.67 189
2016 £1.89 1,012 £2.53 812
2017 £2.24 380 £2.18 380
2018 £2.23 45 £2.23 45
2019 £0.82 37 £0.82 37
2023 £0.02 38,150 £0.03 43,315
2024 £0.08 23,074 – –
The options outstanding at the end of the year have a weighted average contractual life of 8.70 years (2013: 9.00 years).
In addition during the year 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 
modification has not changed the vesting period or exercise price. The total fair value charge of the 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.
b) Ceres Power Holdings Sharesave scheme
During the year, a fourth 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:
2014 2013
Number 
(’000)
Weighted 
average 
exercise 
price 
Number 
(’000)
Weighted 
average 
exercise 
price 
Outstanding at 1 July 95 £0.47 460 £0.52
Granted 3,112 £0.06 – –
Lapsed/cancelled (76) £0.49 (365) £0.53
Outstanding at 30 June 3,131 £0.06 95 £0.47
Exercisable 19 £0.40 10 £1.12
The weighted average fair value of options granted in the year was £144,721 (2013: nil).
The expiry dates of options outstanding at the end of the year are as follows:
2014 2013
Expiry date – 30 June
Actual and 
weighted 
average 
exercise 
price
Number 
(’000)
Actual and 
weighted 
average 
exercise 
price
Number 
(’000)
2014 n/a n/a £0.64 30
2015 £0.40 19 £0.40 65
2018 £0.06 3,112 £0.40 –
The options outstanding at the end of the year have a weighted average contractual life of 3.07 years (2013: 1.08 years).
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2014 Ceres Power Holdings plc annual report 2014 37 /
Financial Statements
17. Share options continued
c) CHP Project Bonus plan
The CHP Project Bonus plan was a medium-term incentive scheme running from 2009 to 2012 under which a performance-related 
bonus of cash and nominal value share options was awarded to Executive Directors and senior managers. These share options,  
if not exercised, lapsed on 30 June 2013. 
No options were granted in the year ended 30 June 2014 (2013: nil).
Movements in the total number of share options outstanding and their relative weighted average exercise price are as follows:
2014 2013
Number 
(’000)
Actual and 
weighted 
average 
exercise 
price
Number 
(’000)
Actual and 
weighted 
average 
exercise 
price
Outstanding at 1 July – £0.00 445 £0.05
Granted – – – –
Exercised – – (245) £0.05
Lapsed – £0.00 (200) £0.05
Outstanding at 30 June – n/a – –
Exercisable – n/a – –
In 2013 the weighted average share price on the day of exercise for options was £0.095.
d) Executive Directors’ one-off award
All ‘one-off’ options remain outstanding and unexercisable at 30 June 2014. No options were granted, exercised or lapsed in the year 
or the previous year. 
The expiry dates of options outstanding at the end of the year are as follows: 
2014 2013
Expiry date – 30 June
Weighted 
average 
exercise 
price
Number 
(’000)
Weighted 
average 
exercise 
price 
Number 
(’000)
2018 £2.00 1,688 £2.00 1,688
2019 £2.00 213 £2.00 213
The options outstanding at the end of the year have a weighted average contractual life of 4.57 years (2013: 5.57 years). 
 Assumptions
Fair values of all schemes, apart from the Executive Directors’ one-off award, which was measured using a binomial pricing model, 
were measured by use of the Black-Scholes pricing model. The inputs to the Black-Scholes model were as follows:
2004 Scheme 
 2014
Sharesave scheme  
2014
2004 Scheme  
2013
Grant date 17 Sep 13 – 9 May 14 23 Dec 13 27 Jul 2012
Share price at date of grant (£) 0.06 – 0.087 0.079 0.025 – 0.099
Exercise price (£) 0.06 – 0.087 0.063 0.01 – 0.099
Expected volatility (%) 62% 62% 70%
Expected option life (years) Up to 7 years 3.5 years Up to 5 years
Average risk-free interest rate (%) 2.4% 2.4% 2.3%
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 it was 
admitted to AIM. 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.
  Ceres Power Holdings plc annual report 2014 38 /
18. Cash used in operations
2014 
£’000
2013 
£’000
Loss before income tax (8,515) (12,686)
Adjustments for:
Other finance income (73) (55)
Depreciation of property, plant and equipment (net of amortised grant contributions) 1,069 1,322
Disposal of property, plant and equipment – 759
Share-based payments charge 856 414
Operating cash flows before movements in working capital (6,663) (10,246)
(Increase)/decrease in trade and other receivables (773) 163
Decrease in trade and other payables (670) (861)
(Decrease)/increase in provisions (146) 928
(Increase)/decrease in working capital (1,589) 230
Cash used in operations (8,252) (10,016)
19. Operating lease commitments
The Group leases premises and office equipment under non-cancellable operating lease agreements. The future aggregate minimum 
lease payments under non-cancellable operating leases are as follows: 
2014
Land and 
buildings
£’000
2014
Other
£’000
2013 
Land and 
buildings 
£’000
2013
Other
 £’000
No later than one year 462 20 378 19
Later than one year and no later than five years 1,121 15 524 15
1,583 35 902 34
The property leases have an average minimum term of 3.3 years (2013: 3.4 years). The rentals are fixed for the lease terms subject to 
periodic rent reviews. The office equipment leases have an average term of 1.3 years (2013: 1.6 years).
20. Contingent liabilities
£705,000 (2013: £705,000) of grants received, or an element thereof, may require repayment if the Group generates revenue (net of 
expenses and reasonable overheads) from the patent created from the grant. In such case, the Group may be liable to pay back the 
grant at a rate of 5% of the net revenue generated in any one year. The Directors of the Group believe it is unlikely that any of the grants 
received will need to be repaid in the foreseeable future.
21. Capital commitments
Capital expenditure that has been contracted for but has not been provided for in the financial statements amounts to £544,000 as at 
30 June 2014 (2013: £93,000), in respect of the acquisition of property, plant and equipment.
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2014 Ceres Power Holdings plc annual report 2014 39 /
Financial Statements
22. Related party transactions
The Group’s related parties are its Directors, Steve Callaghan Services Limited, ORA (Guernsey) Ltd which held 28.21% of ordinary 
shares at 30 June 2013 and disposed of its holding during the year, Richard Griffiths who held 25.12% at 30 June 2014, and IP Group 
plc, through IP2IPO Limited, which held 24.69% of ordinary shares at 30 June 2014 (2013: 24.69%). 
ORA (Guernsey) Ltd appointed Mike Bretherton as a Non-Executive Director who served during the year until he resigned on 4 October 
2013, and IP Group appointed Alan Aubrey as Chairman and Robert Trezona as a Non-Executive Director both of whom served 
throughout the year. Compensation paid to the Group’s Directors is disclosed in note 5. Transactions with IP Group plc during the year 
amounted to £16,330 (2013: £29,770) comprising primarily of recruitment services, and there was an outstanding balance due of 
£5,000 at 30 June 2014 (2013: £4,000). The outstanding balance with IP Group plc was due 30 days after the invoice date to be settled 
for cash. There were no other related party transactions in the year or the previous year.
23. Post balance sheet event
During July 2014 the Company completed a private placing which raised £20 million gross through the issue of 235,705,868  
ordinary shares.  Ceres Power Holdings plc annual report 2014 40 /
Report on the Company financial statements
Our opinion
In our opinion the Company financial statements, defined below:
• give a true and fair view of the state of the Company’s affairs  
as at 30 June 2014;
• have been properly prepared in accordance with United 
Kingdom Generally Accepted Accounting Practice; and
• have been prepared in accordance with the requirements of  
the Companies Act 2006.
This opinion is to be read in the context of what we say in the 
remainder of this report.
What we have audited
The Company financial statements (the “financial statements”), 
which are prepared by Ceres Power Holdings plc, comprise:
• the Company Balance Sheet as at 30 June 2014; and
• the notes to the financial statements, which include a  
summary of significant accounting policies and other  
explanatory information.
The financial reporting framework that has been applied in  
their preparation is applicable law and United Kingdom  
Accounting Standards (United Kingdom Generally Accepted 
Accounting Practice).
In applying the financial reporting framework, the Directors have 
made a number of subjective judgements, for example in respect of 
significant accounting estimates. In making such estimates, they 
have made assumptions and considered future events.
What an audit of financial statements involves
We conducted our audit in accordance with International Standards 
on Auditing (UK and Ireland) (“ISAs (UK & Ireland)”). An audit involves 
obtaining evidence about the amounts and disclosures in the 
financial statements sufficient to give reasonable assurance that the 
financial statements are free from material misstatement, whether 
caused by fraud or error. This includes an assessment of: 
• whether the accounting policies are appropriate to the 
Company’s circumstances and have been consistently applied 
and adequately disclosed; 
• the reasonableness of significant accounting estimates made  
by the Directors; and 
• the overall presentation of the financial statements. 
In addition, we read all the financial and non-financial information  
in the annual report to identify material inconsistencies with the 
audited financial statements and to identify any information that is 
apparently materially incorrect based on, or materially inconsistent 
with, the knowledge acquired by us in the course of performing the 
audit. If we become aware of any apparent material misstatements 
or inconsistencies we consider the implications for our report.
Opinion on other matter prescribed by the Companies  
Act 2006
In our opinion 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.
Other matters on which we are required to report  
by exception
Adequacy of accounting records and information and 
explanations received
Under the Companies Act 2006 we are required to report to you if, 
in our opinion:
• we have not received all the information and explanations we 
require for our audit; or
• adequate accounting records have not been kept, or returns 
adequate for our audit have not been received from branches not 
visited by us; or
• the financial statements are not in agreement with the accounting 
records and returns.
We have no exceptions to report arising from this responsibility.
Directors’ remuneration
Under the Companies Act 2006 we are required to report to you if, 
in our opinion, certain disclosures of Directors’ remuneration 
specified by law are not made. We have no exceptions to report 
arising from this responsibility. 
Responsibilities for the financial statements and the audit
Our responsibilities and those of the Directors
As explained more fully in the Statement of Directors’ responsibilities 
set out on page 17, the Directors are responsible for the preparation 
of the financial statements and for being satisfied that they give a 
true and fair view.
Our responsibility is to audit and express an opinion on the financial 
statements in accordance with applicable law and ISAs (UK & 
Ireland). Those standards require us to comply with the Auditing 
Practices Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only 
for the Company’s members as a body in accordance with Chapter 
3 of Part 16 of the Companies Act 2006 and for no other purpose. 
We do not, in giving these opinions, accept or assume responsibility 
for any other purpose or to any other person to whom this report is 
shown or into whose hands it may come save where expressly 
agreed by our prior consent in writing.
Other matter
We have reported separately on the Group financial statements of 
Ceres Power Holdings plc for the year ended 30 June 2014.
Michael Jones (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Gatwick
7 November 2014
Independent Auditors’ Report 
to the members of Ceres Power Holdings plc Ceres Power Holdings plc annual report 2014 41 /
Financial Statements
Note
2014 
£’000
2013 
£’000
Fixed assets
Investments 4 37,398 6,097
Current assets
Debtors: amounts falling due after more than one year 5 6,174 1,672
Debtors: amounts falling due within one year 5 54 32
Short-term investments – 6,207
Cash at bank and in hand 6,838 8,835
13,066 16,746
Creditors: amounts falling due within one year 6 (135) (109)
Net current assets 12,931 16,637
Total assets less current liabilities 50,329 22,734
Creditors: amounts falling due after more than one year 7 (9,971) –
Net assets 40,358 22,734
Capital and reserves
Called up share capital 9 5,369 8,817
Share premium account 10 72,907 72,906
Capital redemption reserve 10 3,449 –
Profit and loss account 10 (41,367) (58,989)
Total shareholders’ funds 11 40,358 22,734
The financial statements on pages 41 to 45 were approved by the Board of Directors on 7 November 2014 and were signed on its 
behalf by:
Phil Caldwell  Richard Preston
Chief Executive Officer Chief Financial Officer
 
Ceres Power Holdings plc
Registered Number: 5174075
Company Balance Sheet
as at 30 June 2014 Ceres Power Holdings plc annual report 2014 42 /
1. Accounting policies
These separate financial statements of the Company have been prepared on the going concern basis, under the historical cost 
convention and in accordance with the Companies Act 2006 and applicable accounting standards in the United Kingdom. A summary 
of the more important accounting policies, which have been reviewed by the Board of Directors in accordance with Financial Reporting 
Standard (“FRS”) 18, ‘Accounting policies’, and which have been applied consistently except where noted, is set out below.
 Fixed asset investments
The investment in Ceres Power Ltd was accounted for under merger accounting principles and was shown at the nominal value  
of shares issued as consideration for the undertaking less any amount written off to reflect a permanent diminution in value. The 
investment in Ceres Intellectual Property Company Ltd was stated at cost less any amount written off to reflect a permanent diminution 
in value. During the year both investments were transferred to Ceres Power Intermediate Holdings Ltd at fair value and the investment 
in Ceres Power Intermediate Holdings Ltd will be held at cost less any amount written off to reflect a permanent diminution in value. 
The Directors annually consider the need to impair these assets. 
 Short-term investments
Current asset investments comprise money market funds and bank deposits that are not repayable on demand. 
 Amounts owed by Group undertakings
Amounts owed by Group undertakings are recognised and carried at the original invoice amount less an allowance for any 
uncollectable amounts that are made when the full amount is no longer considered receivable. A provision for impairment of amounts 
owed by Group undertakings is established based on estimated recoverable amounts. 
 Deferred taxation
The Company applies FRS 19, ‘Deferred tax’, which requires provision to be made in respect of timing differences between the 
treatment of certain items for accounting and tax purposes. Deferred tax assets are recognised only to the extent that they are 
regarded as recoverable. Deferred tax assets and liabilities are not discounted.
 Share-based payments
 Share options
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 at the date of grant of equity-settled, share-based payments is expensed on a straight-line basis over 
the vesting period, based on the Group’s estimate of shares that will eventually vest. The charge is then credited back to reserves. 
The fair value of employee share options is calculated using a Black-Scholes or binomial model. In accordance with FRS 20, ‘Share-
based payment’, the resulting cost is charged to the profit and loss account over the vesting periods of the plans. The value of the 
charge is adjusted to reflect the expected and actual levels of options vesting. FRS 20 has been applied to all grants of equity 
instruments after 7 November 2002 that were unvested as of 1 January 2006 and to all later grants.
Options are granted both to employees of the Company and to employees of the Group. All share-based compensation related to 
subsidiary employees has been recharged to the subsidiary undertaking by way of a capital contribution to the subsidiary. This capital 
contribution for the current year has increased investment value by £811,000 (2013: £343,000) with the corresponding credit posted  
to reserves.
 Pension scheme arrangements
The Company operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from 
those of the Company. The pension costs charged represent contributions paid by the Company to individual pension plans and are 
charged to the profit and loss account as they become payable.
 Research and development expenditure
Expenditure on research and development is written off to the profit and loss account as incurred. 
 Cash flow statement
Under FRS1 (Revised 1996), ‘Cash flow statements’, the Company is exempt from the requirement to produce a cash flow statement.
 Related party transactions
The Company has taken advantage of the exemption available to parent companies under FRS 8, ‘Related Party Disclosures’, not to 
disclose transactions and balances with wholly owned subsidiaries. Refer to note 22 of the Consolidated Financial Statements for 
details of related party transactions in the year.
Notes to the Company Financial Statements
for the year ended 30 June 2014 Ceres Power Holdings plc annual report 2014 43 /
Financial Statements
2. Profit/(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 was a profit of £16,766,000 (2013: loss of £6,831,000), which is stated 
after charging £10,000 (2013: £16,000) for remuneration receivable by the Company’s auditors for the auditing of the financial 
statements. The profit for the year includes a £17.2 million profit for the sale of directly held assets and investments to Ceres Power 
Intermediate Holdings Ltd, a 100% held subsidiary, which is not distributable to Shareholders. The loss for the prior year includes a 
provision of £5.5 million against amounts owing to the Company by Ceres Power Ltd.
3. Employees and Directors
The average monthly number of persons (including Executive Directors) employed by the Company during the year was:
2014 
Number
2013 
Number
By activity:
Administration 1 1
The only employee of the Company during the year was also a Director and highest paid Director of the Company.
2014 
£’000
2013 
£’000
Staff costs (for the above persons):
Wages and salaries, including compensation for loss of office 113 377
Social security costs 15 53
Share-based payments charge 45 –
Other pension costs 5 –
178 430
Costs of Executive Directors which have been borne by subsidiary companies have not been charged back to the Parent. A total of £nil 
(2013: £nil) was payable in respect of pension contributions by the Company at the year end.
For further information on Directors’ emoluments, see note 5 to the consolidated financial statements.
4. Fixed asset investments
In subsidiary companies:
2014 
£’000
2013 
£’000
Cost and net book value:
At 1 July 6,097 5,754
Capital contributions arising from FRS 20 share-based payment charge 811 343
Disposal of investments to Ceres Power Intermediate Holdings Ltd (6,551) –
Transfer of assets of the Company to Ceres Power Intermediate Holdings Ltd at fair value 37,041 –
At 30 June 37,398 6,097
The capital contributions arising from the FRS 20 share-based payment charge are due to the Company granting share options to the 
employees of Ceres Power Limited. 
The Company’s investments comprise interests in Group undertakings, details of which are shown below:
Name of undertaking Country of incorporation Description of shares held
Proportion 
of nominal 
value of 
shares 
held by the 
Company
Ceres Power Limited England and Wales £0.001 ordinary shares 100%
1
Ceres Intellectual Property Company Limited England and Wales £1.00 ordinary share 100%
1
Ceres Power Intermediate Holdings Limited England and Wales £0.01 ordinary share(s) 100%
The principal activity of Ceres Power Ltd is the development and commercialisation of the Group’s fuel cell 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 short term investments. The results of Ceres Power Ltd, Ceres Intellectual Property Company 
Ltd and Ceres Power Intermediate Holdings Ltd are included within the consolidated financial statements. The Directors believe that the 
carrying value of investments is supported by their underlying net assets, or the net present value of projected future cash flows. 
1 Ceres Power Ltd and Ceres Intellectual Property Company Ltd are 100% held directly by Ceres Power Intermediate Holdings Ltd. Ceres Power Holdings plc annual report 2014 44 /
5. Debtors
2014 
£’000
2013 
£’000
Amounts falling due within one year:
Other debtors 22 7
Prepayments and accrued income 32 25
54 32
Amounts falling due after more than one year:
Amounts owed by Group undertakings 6,174 1,672
6,174 1,672
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 30 June 2014, a provision of £59,316,000 (2013: £59,316,000) has been made against the 
inter-company loan to Ceres Power Ltd, reflecting management’s best estimate of the recoverable amount. 
A subordination agreement exists between the Company and Ceres Power Ltd. Amounts owed by Ceres Power Ltd to the Company  
of £65,138,000 (2013: £59,316,000) are subordinated to all other creditors of Ceres Power Ltd.
6. Creditors: amounts falling due within one year
2014 
£’000
2013 
£’000
Trade creditors 36 14
Taxation and social security 6 8
Accruals and deferred income 93 87
135 109
7. Creditors: amounts falling due after more than one year
2014 
£’000
2013 
£’000
Amounts owed to Group undertakings 9,971 –
9,971 –
8. Deferred taxation
Potential deferred tax assets have not been recognised but are set out below:
2014 
£’000
2013 
£’000
Tax effect of timing differences because of:
Deductions relating to share options – (11)
Losses carried forward (796) (819)
(796) (830)
The deferred tax assets have not been recognised as the Directors consider that it is unlikely that the asset will be realised in the 
foreseeable future. 
9. Called-up share capital
2014 2013
Number £’000 Number £’000
Allotted and fully paid
Ordinary shares of £0.01 each 536,831,973 5,369 536,799,123 8,817
Details of shares issued in the period are provided in note 16 to the Group financial statements. Details of share options are disclosed in 
note 17 to the Group financial statements.
Notes to the Company Financial Statements continued
for the year ended 30 June 2014 Ceres Power Holdings plc annual report 2014 45 /
Financial Statements
10. Reserves
Share 
premium 
account 
£’000
Capital 
redemption 
reserve 
£’000
Profit and 
loss account 
£’000
At 1 July 2013 72,906 – (58,989)
Premium on shares issued on exercise of share options 1 – –
Cancellation of deferred shares, net of sales – 3,449 –
Profit for the financial year – – 16,766
Share-based payments charge – – 856
At 30 June 2014 72,907 3,449 (41,367)
11. Reconciliation of movements in shareholders’ funds
2014 
£’000
2013 
£’000
Profit/(loss) for the financial year 16,766 (6,831)
Proceeds of issue of ordinary share capital 2 12,799
Share issue costs – (208)
Share-based payments charge 856 414
Net change in shareholders’ funds 17,624 6,174
Opening shareholders’ funds 22,734 16,560
Closing shareholders’ funds 40,358 22,734
12. Post balance sheet event
During July 2014 the Company completed a private placing which raised £20 million gross through the issue of 235,705,868  
ordinary shares. Ceres Power Holdings plc annual report 2014 46 /
Directors of Ceres Power Holdings plc
Alan Aubrey (Non-Executive Chairman)
Steve Callaghan (Senior Independent Director)
Phil Caldwell (Chief Executive Officer)
Richard Preston (Chief Financial Officer)
Mark Selby (Chief Technology Officer)
Mike Lloyd (Non-Executive Director)
Robert Trezona (Non-Executive Director)
Registered number
5174075
Company secretary
Bruce Girvan
Registered office
Viking House
Foundry Lane
Horsham
West Sussex
RH13 5PX
Japan Office
Ceres Power ITEC T05
Floor 3, Building Number 4
Kyoto Research Park
Awatacho 93
Chudoji
Shimogyouku
Kyoto City
Japan
T 600-8815
‘Ceres Power’ and ‘Powered by Ceres’ are registered trademarks 
belonging to the Group.
Independent auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
The Portland Building
25 High Street
Crawley
West Sussex
RH10 1BG
Solicitors
DAC Beachcroft LLP
Portwall Place
Portwall Lane
Bristol
BS99 7UD
Bankers
National Westminster Bank plc
2nd Floor, Turnpike House
123 High Street
Crawley
West Sussex
RH10 1DQ
Nominated advisor (NOMAD)
Nplus1 Singer Advisory LLP
One Bartholomew Lane
London
EC2N 2AX
Brokers
Nplus1 Singer Advisory LLP
One Bartholomew Lane
London
EC2V 2AX
Registrar
Computershare Investor Services PLC
PO Box 82
The Pavilions
Bridgwater Road
Bristol
BS99 7NH
Directors and Advisors Ceres Power Holdings plc annual report 2014 47 /
Financial Statements
Notes Ceres Power Holdings plc annual report 2014 48 /
Notes Photo Credits
Steve Morgan pages 5, 7, 8, 10, 12, 15 & back inside cover
Jonathan Brady cover image
Matt Leete portraits pages 8, 10, 14 & 15
James Johnson page 3 Ceres Power annual report 2014
www.cerespower.com
Ceres Power Holdings plc
Viking House
Foundry Lane
Horsham
West Sussex
RH13 5PX