Ceres Power Holdings plc Annual Report 201 1
www.cerespower.com
Ceres Power Holdings plc
Viking House
Foundry Lane
Horsham
West Sussex
RH13 5PX
Annual Report 201 1
Business Review
01  Business Headlines
02  Chairman’s Statement
04  Chief Executive Officer’s Review
11  Corporate Social Responsibility
12  Directors and Senior Management
Corporate Governance
14  Corporate Governance Report
16  Remuneration Report
21  Directors’ Report
Financial Statements
23  Independent Auditors’ Report to the Members of Ceres Power Holdings plc
24 Consolidated Statement of Comprehensive Income
25 Consolidated Balance Sheet
26 Consolidated Cash Flow Statement
27  Consolidated Statement of Changes in Equity
28  Notes to the Consolidated Financial Statements
43 Independent Auditors’ Report to the Members of Ceres Power Holdings plc
44 Company Balance Sheet
45  Notes to the Company Financial Statements
IBC Directors and Advisors 
Contents
Powered by Ceres Power Station   Transmission & Distribution Efficiency ~ 35%
Efficiency ~ 80-90%
CHP Unit
Fuel
100%
Electricity
Electricity
Heat
Fuel
100%
s e s s o L s e s s o L
Centralised
Generation
Distributed 
Generation
Ceres Power’s core FCM is a 
metal-supported solid state 
electro-chemical device which 
generates electricity and heat 
directly from fuel and air. Unlike 
the combustion process in an 
engine-driven generator, this solid 
state process is highly efficient, 
environmentally friendly and quiet. 
The FCM will form the core of a 
range of distributed generation 
products designed to become 
the new standard for energy 
provision in millions of homes 
around the world and to be at the 
heart of low-carbon smart grids.
The FCM has been integrated 
within a compact wall-mounted 
residential Combined Heat and 
Power (‘CHP’) product that replaces 
the conventional residential boiler 
and also produces the majority of 
a typical home’s electricity needs.
Who we are
Our technology 
The patented Ceres fuel cell design 
comprises thin electrochemical layers 
deposited onto a porous stainless 
steel supporting substrate. The cell 
operates in the temperature range 
of 500–600ºC which is substantially 
lower than the temperature at which 
conventional SOFC materials can 
operate, typically 750–1,000ºC. 
The inherently lower operating 
temperature of Ceres’ unique SOFC 
technology enables the use of proven 
cost-effective materials and processes 
and a fuel cell stack design that is 
robust and resistant to thermal shock.
Our products
The Group’s first product is an 
integrated wall-mounted residential 
fuel cell CHP product. The compact 
product is designed to replace a 
conventional household boiler, using 
the same natural gas, water and 
electrical connections and with 
similar installation and maintenance 
requirements. The product is capable 
of generating all of the heat and 
hot water and the majority of the 
electricity for a typical UK home, 
saving the customer around 25% of 
their annual total energy costs and 
reducing the home’s CO
2
 emissions.
The Group manufactures in-house the 
high value core fuel cell technology 
and is partnering with well-established 
gas appliance manufacturers for CHP 
boiler assembly in accordance with 
Ceres’ overall product design. Key 
balance of plant components and 
Ceres Power is a leading developer of clean, 
efficient, cost-effective decentralised energy 
products that can help address the key  
energy challenges:
> Increase energy efficiency
> Reduce CO
2
 emissions
> Increase energy security
> Reduce fuel poverty
What we do
Ceres Power has developed a mass manufacturable 
technology platform: the Fuel Cell Module (‘FCM’), 
using the Group’s patented solid oxide fuel cell 
(‘SOFC’) technology and operating on mains natural 
gas or packaged fuels, such as LPG.
CHP in the home
sub-assemblies are co-developed 
and/or sourced in partnership with 
a global supply chain. This strategy 
enables the Group to maintain 
control of key intellectual property, 
maximise operational efficiency 
and earn ‘product-level’ revenues.
Ceres Power is a B2B company, 
partnering with major corporations 
such as British Gas, Calor Gas and 
Bord Gáis with well-established direct 
channels to millions of customers. 
Significant market opportunities 
exist for the Group’s residential CHP 
products globally including Europe, 
Asia and North America. New products 
and market opportunities also exist 
in the longer term beyond residential 
CHP, including tri-generation, remote 
industrial power and auxiliary 
power for transport applications.
Distributed generation
A typical UK home uses electricity 
generated by a central power station 
and transmitted through the electricity 
grid network and uses a gas boiler 
to meet its heating and hot water 
needs. Centralised generation wastes 
a significant proportion of the energy 
it uses, through heat losses in the 
power station and transmission and 
distribution losses. A CHP product 
installed in a home and generating 
electricity at the point of use (so 
called distributed generation), avoids 
these energy losses, capturing the 
heat for use in domestic hot water 
and heating in the home. By creating 
electricity at the point of use in the 
home, overall efficiency of fossil fuel 
use can be improved from around 
35% for centralised generation to up to 
90% for residential CHP. This increase 
in energy efficiency delivers significant 
reductions in carbon emissions.
Benefits of Ceres fuel cell technology
A Ceres Power residential fuel cell 
CHP product has a low heat to power 
ratio. This means that even during 
the summer when the home’s central 
heating system is turned off, the heat 
produced by the CHP product when 
generating electricity can be stored 
in a hot water cylinder and used for 
domestic hot water. Ceres’ CHP is 
therefore capable of operating all year 
round, thereby maximising the energy 
bill savings through the generation 
of electricity throughout the year.
Unlike other fuel cell CHP technologies, 
a Ceres Power product can 
modulate its power output rapidly 
and automatically and follow a 
varying operating load, turning up 
and down or even on and off as 
needed. This enables a Ceres CHP 
product to generate the majority 
of the electricity requirements of 
a typical home and provide the 
ability to deliver truly despatchable 
power to respond to the grid’s needs 
when it is under most strain and 
the electricity is most valuable.
The Company was founded 
in 2001 to commercialise the 
unique core materials science 
technology developed at Imperial 
College during the 1990s.
In November 2004, the Company 
went public on the Alternative 
Investment Market of the London 
Stock Exchange. The Group’s 
shareholders include a variety 
of UK and international financial 
institutions and private individuals. 
The largest shareholders include 
Oppenheimer, Centrica trading as 
British Gas and Imperial College. 
Today, Ceres Power directly  
employs more than 160 people  
with its operations based in the  
UK, comprising a Technology  
Centre in Crawley and a 
volume fuel cell manufacturing 
facility in Horsham, Sussex.
Directors and Advisors 
Directors
Dr Brian Count (Non-Executive Chairman)
1
David Pummell (Chief Executive Officer)
1,2
Rex Vevers (Finance Director)
1,2
Dr Phil Whalen (Technology Director)
1,2
Bob Flint (Commercial Director)
2
Jonathan Watkins (Operations Director)
2
Sir David Brown (Non-Executive Senior Independent Director)
1
Alan Wood (Non-Executive Director)
1
John Nicholas (Non-Executive Director)
1
1 Ceres Power Holdings plc
2 Ceres Power Limited
Company Secretary
Richard Preston
Registered office
Viking House
Foundry Lane
Horsham
West Sussex
RH13 5PX
Solicitors
Macfarlanes LLP
20 Cursitor Street
London
EC4A 1LT
Independent auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
First Point
Buckingham Gate
Gatwick
RH6 0PP
‘Ceres Power’ and ‘Powered by Ceres’ are registered trademarks 
belonging to the Group.
Bankers
National Westminster Bank plc
South Kensington Station Branch
PO Box No 592
18 Cromwell Place
London
SW7 2LB
Registered number
5174075
Nominated advisor (NOMAD)
Morgan Stanley & Co International plc
25 Cabot Square
Canary Wharf
London
E14 4QA
Brokers
Morgan Stanley Securities Limited
25 Cabot Square
Canary Wharf
London
E14 4QA
Jefferies International Limited
Vintners Place
68 Upper Thames Street
London
EC4V 3BJ
Registrar
Computershare
PO Box 82
The Pavilions
Bridgwater Road
Bristol
BS99 7NH
Printed by Park Communications on FSC® certified paper.
Park is an EMAS certified CarbonNeutral ® Company and its Environmental 
Management System is certified to ISO14001.
100% of the inks used are vegetable oil based, 95% of press chemicals are recycled 
for further use and, on average 99% of any waste associated with this production  
will be recycled.
This document is printed on Cocoon Silk 100; process chlorine free (PCF) paper 
containing 100% recycled fibre approved by the FSC. Power Station   Transmission & Distribution Efficiency ~ 35%
Efficiency ~ 80-90%
CHP Unit
Fuel
100%
Electricity
Electricity
Heat
Fuel
100%
s e s s o L s e s s o L
Centralised
Generation
Distributed 
Generation
Ceres Power’s core FCM is a 
metal-supported solid state 
electro-chemical device which 
generates electricity and heat 
directly from fuel and air. Unlike 
the combustion process in an 
engine-driven generator, this solid 
state process is highly efficient, 
environmentally friendly and quiet. 
The FCM will form the core of a 
range of distributed generation 
products designed to become 
the new standard for energy 
provision in millions of homes 
around the world and to be at the 
heart of low-carbon smart grids.
The FCM has been integrated 
within a compact wall-mounted 
residential Combined Heat and 
Power (‘CHP’) product that replaces 
the conventional residential boiler 
and also produces the majority of 
a typical home’s electricity needs.
Who we are
Our technology 
The patented Ceres fuel cell design 
comprises thin electrochemical layers 
deposited onto a porous stainless 
steel supporting substrate. The cell 
operates in the temperature range 
of 500–600ºC which is substantially 
lower than the temperature at which 
conventional SOFC materials can 
operate, typically 750–1,000ºC. 
The inherently lower operating 
temperature of Ceres’ unique SOFC 
technology enables the use of proven 
cost-effective materials and processes 
and a fuel cell stack design that is 
robust and resistant to thermal shock.
Our products
The Group’s first product is an 
integrated wall-mounted residential 
fuel cell CHP product. The compact 
product is designed to replace a 
conventional household boiler, using 
the same natural gas, water and 
electrical connections and with 
similar installation and maintenance 
requirements. The product is capable 
of generating all of the heat and 
hot water and the majority of the 
electricity for a typical UK home, 
saving the customer around 25% of 
their annual total energy costs and 
reducing the home’s CO
2
 emissions.
The Group manufactures in-house the 
high value core fuel cell technology 
and is partnering with well-established 
gas appliance manufacturers for CHP 
boiler assembly in accordance with 
Ceres’ overall product design. Key 
balance of plant components and 
Ceres Power is a leading developer of clean, 
efficient, cost-effective decentralised energy 
products that can help address the key  
energy challenges:
> Increase energy efficiency
> Reduce CO
2
 emissions
> Increase energy security
> Reduce fuel poverty
What we do
Ceres Power has developed a mass manufacturable 
technology platform: the Fuel Cell Module (‘FCM’), 
using the Group’s patented solid oxide fuel cell 
(‘SOFC’) technology and operating on mains natural 
gas or packaged fuels, such as LPG.
CHP in the home
sub-assemblies are co-developed 
and/or sourced in partnership with 
a global supply chain. This strategy 
enables the Group to maintain 
control of key intellectual property, 
maximise operational efficiency 
and earn ‘product-level’ revenues.
Ceres Power is a B2B company, 
partnering with major corporations 
such as British Gas, Calor Gas and 
Bord Gáis with well-established direct 
channels to millions of customers. 
Significant market opportunities 
exist for the Group’s residential CHP 
products globally including Europe, 
Asia and North America. New products 
and market opportunities also exist 
in the longer term beyond residential 
CHP, including tri-generation, remote 
industrial power and auxiliary 
power for transport applications.
Distributed generation
A typical UK home uses electricity 
generated by a central power station 
and transmitted through the electricity 
grid network and uses a gas boiler 
to meet its heating and hot water 
needs. Centralised generation wastes 
a significant proportion of the energy 
it uses, through heat losses in the 
power station and transmission and 
distribution losses. A CHP product 
installed in a home and generating 
electricity at the point of use (so 
called distributed generation), avoids 
these energy losses, capturing the 
heat for use in domestic hot water 
and heating in the home. By creating 
electricity at the point of use in the 
home, overall efficiency of fossil fuel 
use can be improved from around 
35% for centralised generation to up to 
90% for residential CHP. This increase 
in energy efficiency delivers significant 
reductions in carbon emissions.
Benefits of Ceres fuel cell technology
A Ceres Power residential fuel cell 
CHP product has a low heat to power 
ratio. This means that even during 
the summer when the home’s central 
heating system is turned off, the heat 
produced by the CHP product when 
generating electricity can be stored 
in a hot water cylinder and used for 
domestic hot water. Ceres’ CHP is 
therefore capable of operating all year 
round, thereby maximising the energy 
bill savings through the generation 
of electricity throughout the year.
Unlike other fuel cell CHP technologies, 
a Ceres Power product can 
modulate its power output rapidly 
and automatically and follow a 
varying operating load, turning up 
and down or even on and off as 
needed. This enables a Ceres CHP 
product to generate the majority 
of the electricity requirements of 
a typical home and provide the 
ability to deliver truly despatchable 
power to respond to the grid’s needs 
when it is under most strain and 
the electricity is most valuable.
The Company was founded 
in 2001 to commercialise the 
unique core materials science 
technology developed at Imperial 
College during the 1990s.
In November 2004, the Company 
went public on the Alternative 
Investment Market of the London 
Stock Exchange. The Group’s 
shareholders include a variety 
of UK and international financial 
institutions and private individuals. 
The largest shareholders include 
Oppenheimer, Centrica trading as 
British Gas and Imperial College. 
Today, Ceres Power directly  
employs more than 160 people  
with its operations based in the  
UK, comprising a Technology  
Centre in Crawley and a 
volume fuel cell manufacturing 
facility in Horsham, Sussex.
Directors and Advisors 
Directors
Dr Brian Count (Non-Executive Chairman)
1
David Pummell (Chief Executive Officer)
1,2
Rex Vevers (Finance Director)
1,2
Dr Phil Whalen (Technology Director)
1,2
Bob Flint (Commercial Director)
2
Jonathan Watkins (Operations Director)
2
Sir David Brown (Non-Executive Senior Independent Director)
1
Alan Wood (Non-Executive Director)
1
John Nicholas (Non-Executive Director)
1
1 Ceres Power Holdings plc
2 Ceres Power Limited
Company Secretary
Richard Preston
Registered office
Viking House
Foundry Lane
Horsham
West Sussex
RH13 5PX
Solicitors
Macfarlanes LLP
20 Cursitor Street
London
EC4A 1LT
Independent auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
First Point
Buckingham Gate
Gatwick
RH6 0PP
‘Ceres Power’ and ‘Powered by Ceres’ are registered trademarks 
belonging to the Group.
Bankers
National Westminster Bank plc
South Kensington Station Branch
PO Box No 592
18 Cromwell Place
London
SW7 2LB
Registered number
5174075
Nominated advisor (NOMAD)
Morgan Stanley & Co International plc
25 Cabot Square
Canary Wharf
London
E14 4QA
Brokers
Morgan Stanley Securities Limited
25 Cabot Square
Canary Wharf
London
E14 4QA
Jefferies International Limited
Vintners Place
68 Upper Thames Street
London
EC4V 3BJ
Registrar
Computershare
PO Box 82
The Pavilions
Bridgwater Road
Bristol
BS99 7NH
Printed by Park Communications on FSC® certified paper.
Park is an EMAS certified CarbonNeutral ® Company and its Environmental 
Management System is certified to ISO14001.
100% of the inks used are vegetable oil based, 95% of press chemicals are recycled 
for further use and, on average 99% of any waste associated with this production  
will be recycled.
This document is printed on Cocoon Silk 100; process chlorine free (PCF) paper 
containing 100% recycled fibre approved by the FSC. Ceres Power Holdings plc Annual Report 201 1
www.cerespower.com
Ceres Power Holdings plc
Viking House
Foundry Lane
Horsham
West Sussex
RH13 5PX
Annual Report 201 1
Business Review
01  Business Headlines
02  Chairman’s Statement
04  Chief Executive Officer’s Review
11  Corporate Social Responsibility
12  Directors and Senior Management
Corporate Governance
14  Corporate Governance Report
16  Remuneration Report
21  Directors’ Report
Financial Statements
23  Independent Auditors’ Report to the Members of Ceres Power Holdings plc
24 Consolidated Statement of Comprehensive Income
25 Consolidated Balance Sheet
26 Consolidated Cash Flow Statement
27  Consolidated Statement of Changes in Equity
28  Notes to the Consolidated Financial Statements
43 Independent Auditors’ Report to the Members of Ceres Power Holdings plc
44 Company Balance Sheet
45  Notes to the Company Financial Statements
IBC Directors and Advisors 
Contents
Powered by Ceres 01 Ceres Power Holdings plc Annual Report 201 1
 > David Pummell appointed as new Chief Executive 
Officer with effect from 5 September 2011
 > Significant improvements achieved in core fuel 
cell technology
 > Robust new plan to achieve first generation 
product launch in H1 2014
 > Global opportunity for Ceres Combined Heat and 
Power product remains substantial
 > £26.7m in net cash and short-term investments  
at 30 June 2011 02 Ceres Power Holdings plc Annual Report 201 1
Business 
Review
I am pleased to report on the financial 
results and achievements of the Group 
for the year ended 30 June 2011. There 
have been some notable achievements 
that have moved the business forward, 
but there have also been some 
setbacks in our progress to launching 
a mass market residential Combined 
Heat and Power (‘CHP’) product. 
In March 2011, we reported that the 
initial in-home CHP field trial units had 
experienced reliability and durability 
issues. We have made significant 
progress in resolving all these issues 
but in order to accommodate the 
additional engineering activity, 
the programme to complete 
testing and trialing and to achieve 
initial CHP product sales will take 
longer than originally planned. 
I am pleased to report that during 
the last six months we have 
made substantial performance 
improvements in the core fuel cell 
technology. These improvements 
give us increased confidence in 
meeting the requirements for the mass 
market launch of our CHP product. 
The Board is delighted to have 
appointed David Pummell as the 
Group’s new Chief Executive Officer 
(‘CEO’), who took up office on 
5 September 2011. David was CEO of 
MAPS Technology Ltd, where he built 
the company from an early-stage 
technology venture into a commercially 
successful business selling high-value 
engineered products and services. Prior 
to this, David held a number of senior 
executive roles in BP including leading 
the European fuels and lubricants 
business and various operational roles 
with responsibility for manufacturing, 
operations and distribution.
Since joining as CEO, David has 
conducted a comprehensive review 
of the business, the status of the 
core technology and the plan to 
commercialise the Group’s CHP 
product. As described in the Chief 
Executive Officer’s Review, we are today 
setting out a revised plan to conduct  
a second phase of in-home field trials  
in H2 2012 leading to the launch of our 
first generation CHP product in H1 2014. 
In parallel, the Group will commence 
work on developing the next generation 
CHP product by value engineering  
the current CHP design to achieve  
a low-cost, durable CHP product to 
meet mass market cost requirements 
and a planned launch date in H1 2016.
This revised plan means that the 
Group is likely to continue to incur 
losses at the operating level. The 
Board continues to monitor closely the 
existing cash resources, which stood 
at £26.7m at the year end, and the 
funding needs of the Group, and it is 
anticipated that the Group will raise 
an initial tranche of further funding 
during the next twelve months.
Strategic overview
Since my report last year, the macro 
environment for microgeneration 
has continued to improve. Energy 
prices have risen significantly and 
most commentators expect this 
trend to continue as the scale of the 
investment required to replace ageing 
infrastructure and deliver low-carbon 
energy is recognised. Gas is an 
abundant, clean, flexible fuel and 
is acknowledged as an important 
ingredient in the transition to achieving 
a low-carbon economy. Technologies 
such as microCHP that efficiently 
convert gas into usable heat and 
power on-site will become important 
as a strategic option for consumers 
and governments. Importantly, in an 
uncertain world where technology is 
continuously advancing, an option for 
flexible, cleaner energy production with 
a typical life of up to ten years provides 
a lower risk option compared to large 
centralised power generation where 
investments typically have a life of 25 
years or more and require considerable 
investment in the transmission systems 
to deliver the energy to the consumer.
Against this background the market 
potential for residential CHP is 
substantial. Ceres Power’s low-cost,  03 Ceres Power Holdings plc Annual Report 201 1
wall-mounted CHP product allows 
the Group to access the annual 
boiler replacement market and 
offer consumers the opportunity to 
generate low-carbon electricity in 
their own homes with an attractive 
payback. In Europe alone there are 
approximately 8 million residential 
boilers replaced every year and Ceres 
Power has already secured market 
access to millions of consumers 
in the UK and Ireland through its 
partnerships with British Gas, Calor Gas 
and Bord Gáis. We intend to develop 
further commercial partnerships in 
Europe and beyond to address the 
global market opportunity of more 
than 18 million units annually. 
Feed-in-Tariff and support for 
microgeneration technologies
In the UK, the Government has 
recognised the importance of trying 
to achieve lower cost ways to reduce 
carbon rather than a single focus on 
maximising the deployment of higher 
cost renewables. In February 2011, 
the UK Government’s Department of 
Energy and Climate Change (‘DECC’) 
announced a review of the Feed-in-
Tariff (‘FIT’); which is expected to realign 
the FIT to stimulate the uptake of the 
most cost-effective technologies.
As part of this review, a group of  
the leading microCHP developers  
and energy companies in the UK,  
including Ceres Power and British  
Gas, has submitted a report to  
DECC recommending changes to  
the existing FIT structure to further 
encourage the uptake of microCHP.  
The report recommends that the 
current generation FIT of 10p/kWh 
should be raised to at least 15p/kWh  
with a volume-based reduction 
going forward, and that the current 
cap of 30,000 units should be lifted. 
Implementing this recommendation 
would stimulate faster adoption of 
microCHP, with the tariff reducing as 
the technologies are adopted and 
the benefits of the volume-related 
cost-down curve are captured.
We welcome this review and look 
forward to working with DECC and 
demonstrating the sustainable 
benefits of our technology for both 
the retrofit and new build housing 
sectors. The outcome of the review is 
expected to take effect in April 2012.
People
On behalf of the Board I would like 
to thank our employees for their 
commitment and determination. We 
have built a team of dedicated and 
talented people and they are rightly 
proud of what they have achieved. 
Bringing a new technology to market 
involves discovery, innovation 
and significant engineering effort 
and is never a straightforward 
Housing in the UK accounts for 27% of the country’s total carbon 
emissions, the largest single element
1
journey, but the opportunities for 
our technology are substantial.
Summary
The technology is capable of delivering 
flexible, clean power generation in 
an integrated and wall-mounted 
residential CHP product and we 
believe that this CHP product can 
be engineered into a low-cost 
reliable fuel cell CHP product for 
the residential mass market.
The key task for the business is to 
complete the development, trialing 
and launch of a low-cost, durable CHP 
product that provides the consumer 
with clean, economic energy on 
demand. We have made considerable 
progress towards this goal and our new 
CEO, David Pummell, sets out in more 
detail in his review the key priorities for 
the Group over the next twelve months 
that underpin the route to achieving 
initial sales and creating the platform 
for mass market uptake thereafter. 
Brian Count
Chairman
1 1 October 201 1
1 CLG – Definition of Zero Carbon Homes and Non-Domestic 
Buildings – December 08 04 Ceres Power Holdings plc Annual Report 201 1
Business 
Review
“We believe that Ceres 
Power’s innovative 
technology has the 
potential to offer a 
unique value proposition. 
We are working closely 
with Ceres Power to bring 
their CHP product to our 
customers in the UK and 
enable them to generate 
flexible, low-carbon 
electricity in their own 
home and reduce their 
energy bills. ”
Gearóid Lane, Managing Director of 
British Gas New Markets
generating electricity on demand 
powering a range of domestic 
appliances. The unique ability of 
the CHP fuel cell product to respond 
automatically and rapidly to real-time 
changing energy needs in the home 
was also demonstrated. Our partner 
British Gas has confirmed that the 
ability of the CHP product to increase 
or decrease power output on demand 
will enable access to the broadest 
range of UK households as target 
customers and will be of significant 
value to energy utility companies.
During Q1 2011, and in partnership 
with British Gas, Ceres completed 
the installation of five CHP units in 
family homes across South East 
England directly replacing the 
existing conventional gas boilers. 
The field trial units delivered central 
heating, hot water and power to the 
homes and controlled themselves 
automatically, responding in real-time 
to the home’s energy needs using a 
combination of the CHP unit’s Fuel 
Cell Module (‘FCM’) and boiler. 
The purpose of this first wave of field 
trials was to gain valuable real-world 
experience and to identify issues 
ahead of deploying the next wave of 
field trial units in consumers’ homes. 
I am delighted to join Ceres Power  
as Chief Executive Officer and excited  
by the global potential of the Ceres  
Combined Heat and Power (‘CHP’) 
product and the opportunity to 
lead this Group to a successful and 
vibrant future, delivering significant 
value to all its stakeholders.
My first priority, since my appointment 
in September 2011, has been to 
conduct a detailed review of the 
business and the plan to achieve 
mass market uptake of the Group’s 
CHP product, with specific focus on 
the status of the core technology 
and our internal product validation 
programme. Ceres Power has had a 
challenging year and although there 
have been setbacks which have had 
an impact on the commercialisation 
timeline, we should not lose sight 
of the enormous progress that has 
been made in the development of 
our low-cost, wall-mounted residential 
fuel cell CHP product and the 
platform this now provides to mass 
market uptake of the technology. 
In September 2010, we demonstrated 
a compact CHP unit installed on 
a kitchen wall delivering heat for 
hot water and central heating and  05 Ceres Power Holdings plc Annual Report 201 1
Technology progress
The Group has made substantial 
progress in a number of different 
areas relating to the core fuel cell 
technology. Significant improvements 
have been achieved in reducing 
the rate of power degradation and 
increasing long-term cell durability 
under real-world operating conditions.
In March 2011, the Group reported 
that the in-home field trial units had 
experienced reliability and durability 
issues. We have made significant 
progress in resolving all these issues:
 > boiler tuning and calibration issue 
causing ignition lock-out has been 
addressed;
 > shutdown of FCMs due to water 
management has been addressed;
 > interconnect corrosion and 
resulting power degradation has 
been addressed with an improved 
coating through better control of 
the heat treatment process;
 > debris from FCM insulation causing 
power degradation has been 
addressed. There is no evidence 
of any ongoing impact on FCM 
power degradation. Testing is 
continuing to determine the impact, 
if any, of low level contaminants on 
long-term degradation;
 > cell delamination has been 
addressed through minor 
modifications to cell chemistry 
and refinements to the operating 
strategy. Development and testing 
work is under way to further 
strengthen cell layers and optimise 
performance; and
 > the operating strategy of the FCM 
used in the initial field trials has 
been confirmed as a significant 
cause of power degradation. A 
revised operating strategy has been 
developed and, in conjunction 
with improved measurement of 
operating temperature and tighter 
control of water and fuel flow to the 
stack, has significantly reduced the 
power degradation mechanism. 
These improvements are currently 
being validated and the operating 
strategy optimised.
Analysis of the power degradation 
measured in cells operating in the 
initial field trial CHP units showed 
that a significant root cause of 
power loss was cyclic oxidation of 
the anode. This can occur when fuel 
is interrupted and electronic and 
physical leakage is present in the cells. 
The Group has virtually eliminated 
electronic leakage and significantly 
reduced physical leakage of the 
cells through minor modifications to 
cell layer chemistry and improved 
control of the fuel cell manufacturing 
process. Reducing cell leakage has 
also increased the cell operating 
potential to near theoretical limits 
which reduces the cell heat to power 
ratio to the lowest levels possible.
 
The new generation of cells has been 
subjected to aggressive, accelerated 
stack testing under conditions which 
stress the anode interface through 
multiple hot relight and load cycling 
events. The new cells have shown 
a substantial improvement, with 
stacks consistently withstanding over 
1,000 hot relight events with minimal 
degradation compared to the rapid 
degradation measured in the previous 
cell generation used in our initial field 
trials. The robustness of the new cells 
to load cycling was demonstrated 
using an FCM running on methane 
subjected to an accelerated test 
plan of 800 rapid load cycles. 
No measurable degradation was 
recorded, providing validation of 
the cell’s tolerance to electronic 
stresses caused by load cycling. 
By designing our product to retrofit in place of a 
conventional heating appliance, Ceres Power can 
access an existing market of more than 18 million 
units per annum globally
2
2 BSRIA/AHRI/US DoE/Natural Resources Canada 06 Ceres Power Holdings plc Annual Report 201 1
Business 
Review
Chief Executive Officer’s Review
Continued
Water and fuel flows and temperatures 
are highly integrated and therefore 
must all operate in concert to 
provide accurate delivery and 
control of conditions within the FCM. 
Improvements have been made 
in the accuracy of the flow and 
measurement control of both water 
and fuel in the system through minor 
hardware and software changes. 
By adopting operating strategies 
which are compatible with the 
operating tolerances of the entire 
control system and which also 
prevent or minimise the likelihood of 
cell anode oxidation, we achieve 
significantly improved stack durability. 
Taken in total, the improvements 
in cell leakage reduction, input 
control and operating strategy 
refinement have resulted in a 
significant step forward in achieving 
the long-term durability targets. 
A significant contribution to long-term  
cell degradation is the gradual 
increase in cell electronic series 
resistance that is believed to arise 
from an increased level of metal 
interconnect corrosion. The Group has 
developed improved interconnect 
designs which provide the same level 
of interconnect corrosion resistance 
and actually increase the power per 
cell. Short stack testing completed 
to date (~3,000hrs) with production 
interconnect coating materials 
and the optimised heat treatment 
conditions have achieved power 
and cell voltage degradation rates of 
1%/1,000hrs. The Group will continue 
to perform both accelerated and 
long-term testing under all potential 
operating conditions in conjunction 
with the general field trial programme 
and we are confident of achieving 
further improvements in cell durability 
and long-term degradation. 
 
Route to achieve mass market 
uptake of Ceres CHP product
It is clear from my review that Ceres 
has unique technology and the 
potential to be a world-class company 
with the ability to lead the sector. 
I have been very impressed with the 
technical and operational capability 
in the business. Of significant note 
is that during the past two years, 
the Group has undertaken to 
simultaneously develop its core 
technology, design and engineer 
the complete CHP product, whilst 
building a capable engineering 
and manufacturing organisation; 
this would be a challenge even 
for a well-established company. 
We are now enhancing our 
organisational capability further 
and implementing improvements 
to key processes to reduce overall 
programme delivery risk; underpinning 
this will be an improvement in 
overall organisational effectiveness. 
These changes will improve the 
Group’s competency to manage 
product programmes, rapidly 
solve product issues and deliver 
a low risk scale-up capability.
The current compact CHP 
design forms the basis of our first 
generation residential product. 
This already integrates a boiler and 
FCM in a single wall-mounted unit 
and demonstrates a commercially 
distinctive size, weight and value 
In July 2011, Ceres Power welcomed the Minister of State for Business 
and Enterprise, Mark Prisk MP , to conduct the official opening of its 
volume fuel cell manufacturing facility in Horsham. 
Ceres Power has created more than 160 highly skilled ‘Green Collar’ 
jobs at the manufacturing facility in Horsham and the technology 
centre in Crawley. As part of the Group’s plans for a mass market 
launch of the CHP product in the UK, the manufacturing facility 
could be expanded to produce up to 30,000 fuel cell CHP products 
per annum creating substantial additional skilled jobs in advanced 
manufacturing engineering, manufacturing operations and in the 
local supply chain. There are also significant export opportunities for 
Ceres CHP products globally. 
During the visit, the Minister saw fuel cells being manufactured and 
CHP products being assembled and undergoing testing in the 
Group’s new test facilities. 
Mark Prisk MP , Minister of State for Business and Enterprise said:
“It is thanks to innovative research and product development by 
companies such as Ceres Power that we are leading the world with 
this sort of technology and which will help us realise our ambition to 
make the UK a leading high-tech, highly skilled economy. ” 07 Ceres Power Holdings plc Annual Report 201 1
More than 85% of the 1.5 million gas boilers 
installed in the UK every year are wall mounted
3
 
Ceres Power has 
world-leading 
technology and a 
highly differentiated 
commercial CHP 
product that is capable 
of widespread mass 
market adoption
proposition to customers, which 
our UK market partner, British Gas, 
believes are pre-requisites for a 
product to achieve widespread 
consumer adoption. 
The current CHP prototype validates 
the concept of a boiler-replacement 
consumer appliance that can be 
installed in the majority of the UK’s 
homes and deliver significant energy 
bill savings, payments from the Feed-
in-Tariff (‘FIT’) and carbon reductions. 
We are today setting out a revised 
plan to launch a CHP product 
that meets the requirements of 
the mass market. The revised 
timeline, allowing the completion 
of value engineering, validation 
testing, performance optimisation 
and field trials, is as follows:
 > Second phase of in-home field trials 
in H2 2012.
 > First generation sales of CHP 
product in H1 2014.
 > Sales of the second generation 
mass market CHP product in H1 2016.
The second phase of in-home field 
trials will now be conducted during 
H2 2012 to allow sufficient time to 
conduct CHP product and FCM 
testing and optimisation in the Group’s 
test facilities to validate the product 
and demonstrate that the required 
performance levels of reliability and 
durability have been achieved. 
We plan to execute a launch in 
H1 2014 of our first generation CHP 
product that will validate the value 
proposition of this new product 
category. The initial product launch 
will also serve to understand how 
customers will use the product in 
their homes and what additional 
product refinements may need to be 
carried forward to further enhance 
the design of the mass volume launch 
product. Ceres and British Gas are 
working in collaboration to define the 
requirements necessary to access the 
early adopter segment in the UK that 
maximises our market understanding 
whilst minimising our commercial risk. 
3 BSRIA, 2008 08 Ceres Power Holdings plc Annual Report 201 1
Business 
Review
We will use the knowledge gained 
from customer services, supply chain 
management and manufacturing 
to inform the processes required 
to support the next generation 
product. This will be based on the 
same product system platform 
but will incorporate additional 
design and value engineering 
developments to achieve the cost 
and lifetime targets to secure mass 
volume uptake. In addition, work 
will continue with the supply chain 
to invest in tooling to deliver the 
mass volumes and component 
cost targets. We are confident that 
the inherent low-cost nature of our 
CHP design will enable these mass 
market targets to be achieved.
To de-risk the product development 
programme to achieve mass volume 
uptake of our CHP product, we will 
develop further our collaborations 
with existing partners and put in place 
new strategic partner collaborations 
within the value chain to enable 
the Group to access world class 
technical competencies and proven 
capabilities and successfully leverage 
their existing access to customers.
I believe this new timeline is 
achievable and represents a realistic 
plan for the Group. It is the best 
way to deliver a robust, reliable, 
value-engineered product that is 
shown to meet our partners’ and 
customers’ needs. As mentioned 
previously, the successful delivery 
of this revised timeline will require 
some important changes to the 
business. My task is to embed these 
changes quickly, and reposition 
the Group as a high performing 
organisation, without diverting our 
focus from delivering results. 
Operations and manufacturing 
developments
During the year, fuel cell 
manufacturing capacity has been 
increased and quality improved 
with an additional furnace and 
cell production area upgrade. This 
increase in production capacity 
has enabled additional testing to 
be conducted and learning to be 
incorporated more rapidly. The 
key operational focus has been 
the establishment of repeatable 
production processes, improvements 
in fuel cell manufacturing quality and 
reduction in production variation. 
These recent improvements have 
led to a manufacturing process 
capability for fuel cell open circuit 
voltage of fewer than 1,000 parts per 
million defects. This is an ongoing 
process improvement activity and 
similar improvements are targeted 
for stack build and FCM assembly. 
The Group has completed the build 
of the second phase of the new 
test facilities which are now fully 
operational. This has substantially 
increased the Group’s test capability 
across cell, stack, FCM and CHP 
testing and learning from the field trials 
has been incorporated in the testing 
protocols that enable extended 
testing of CHP products under 
representative in-home conditions. 
Additional investments have been 
made in increasing the Group’s data 
mining capability to ensure that the 
results from testing can be more 
effectively analysed to inform the 
ongoing technical development.
Ceres has been awarded ISO9001: 2008 
certification for its Quality Management 
Systems. The certificate was awarded 
Chief Executive Officer’s Review
Continued
Energy Supply Chain – Ceres CHP Value Proposition
Generation > Peak smoothing
 > Reserve capacity to back up renewables
Transmission + distribution > Improved network utilisation
 > Deferred asset upgrades
Energy supply > Deliver on energy efficiency commitments
 > Enable new energy propositions
Appliance installation > Retention of existing boiler skills
 > Rapid rollout
Consumer  > Reduced energy costs
 > Minimal disruption
Government > Reduced emissions
 > Improved energy security
 > Reduced cost
Energy Supply Chain Benefits from Ceres Power CHP Product 09 Ceres Power Holdings plc Annual Report 201 1
In December 2010, the Group received CE Safety approval for its 
wall-mounted CHP product from Kiwa Gastec, the leading fuel cell 
and residential CHP certification body. Receipt of this approval was 
an important milestone allowing Ceres Power’s CHP products to be 
installed and operated in occupied consumer homes.
In partnership with British Gas and using their in-home heating 
expertise, Ceres completed the installation of five CHP units in family 
homes across South East England directly replacing the existing 
conventional gas boilers. The field trial units delivered central 
heating, hot water and power to the homes and were controlled 
automatically, responding in real-time to the home’s energy needs 
using a combination of the CHP unit’s Fuel Cell Module and boiler. 
The purpose of this first wave of field trials was to gain valuable 
real-world experience and to identify issues ahead of deploying  
the next wave of field trial units in consumers’ homes.
following an audit conducted by 
the British Standards Institute and 
demonstrates the Group’s commitment 
to developing quality systems to underpin 
volume manufacture and support the 
requirement of CE marking and FIT.
Commercial opportunities
The opportunity for Ceres’ CHP 
product in international markets is 
substantial. The Group’s compact 
wall-mounted product format 
and low-cost design can deliver 
substantial value to both households 
and energy companies in Europe, 
North America and Asia. Today, our 
primary focus remains on bringing 
the CHP product to market in the 
UK in partnership with British Gas 
and securing a significant share 
of the more than 1.5 million boilers 
that are sold every year in the UK.
In parallel, we are exploring new 
opportunities with partners in North 
America, Europe and Asia. In these 
markets the Group’s compact 
low-cost product format can offer 
valuable benefits to consumers and 
energy companies when compared 
to conventional residential boiler 
and water heater appliances. 
Ceres’ technology, when deployed 
in large volumes, can also provide 
valuable real-time local balancing 
capacity to relieve grid strain and 
enable security of supply to be 
maintained in an environment where 
a greater proportion of wholesale 
power production is inflexible.
Financial
Commercial revenue for the year 
decreased by 12% to £0.7m (2010: 
£0.8m) driven largely by the delay 
in completing the CHP programme 
with British Gas and the resultant 
lower amortisation rate of the 
up-front milestone payments 
received. Deferred income, being 
the difference between milestone 
payments received and revenue 
recognised in the Consolidated 
Statement of Comprehensive Income, 
decreased to £2.5m (2010: £3.2m) 
reflecting the revenue recognised 
in the current year. Other operating 
income, being monies earned 
by the Group from government 
grant-funded programmes, 
fell to £0.4m (2010: £0.6m).
“It is thanks to innovative 
research and product 
development by 
companies such as 
Ceres Power that we are 
leading the world with 
this sort of technology 
and which will help us 
realise our ambition to 
make the UK a leading 
high-tech, highly  
skilled economy.”
Mark Prisk MP , Minister of State for  
Business and Enterprise 10 Ceres Power Holdings plc Annual Report 201 1
Business 
Review
Operating costs increased by 22% to 
£17.7m (2010: £14.5m). Within operating 
costs, research and development 
costs increased by 30% to £12.9m 
(2010: £9.9m) and administrative 
expenses increased by 4% to £4.8m 
(2010: £4.6m). The increase in research 
and development has been driven 
by the increase in average monthly 
headcount from 70 to 105 persons, 
the costs of developing and procuring 
the components for the internal and 
external field trial testing and the 
increased production of fuel cells from 
the Horsham manufacturing facility. 
Interest receivable was in line with 
the prior year at £0.5m (2010: £0.5m) 
and, following the redemption in 
December 2009 of the Group’s holding 
of UK Government gilts, there was no 
fair value movement in the current 
year (2010: £0.1m loss). The Group 
recorded an income tax credit of 
£2.3m (2010: £1.1m) consisting of £1.5m 
estimated income tax recovery in 
respect of the current financial year 
and an additional £0.8m recovery in 
respect of the previous financial year. 
The loss for the financial year 
attributable to shareholders increased 
by 18% to £13.8m (2010: £11.7m) due 
to the increased operating costs 
partly offset by higher financial 
income and increased R&D tax 
credits. The average number of 
shares in issue during the year was 
86.2m (2010: 77.3m), reflecting the 
effect of the placing that occurred 
mid-way through the previous 
financial year. The loss per ordinary 
share rose to 16.04p from 15.16p 
in the previous financial year.
The Group’s net cash used in 
operating activities increased by 
£3.4m to £13.4m (2010: £10m). 
This increase is attributable to the 
increased operating loss of £3.5m 
and an unfavourable working 
capital movement of £0.7m, partly 
offset by an increased income tax 
receipt of £0.7m. During the year, 
the Group invested £2.3m (2010: 
£2.8m) to purchase additional fuel 
cell manufacturing equipment and 
to complete the expansion of the 
testing facilities and received a 
capital grant of £0.8m (2010: £0.3m). 
Total equity-free cash outflow for the 
year was £14.2m (2010: £12.3m).
As at the year end the Group held 
£26.7m (2010: £40.9m) in cash and 
cash equivalents and short-term 
investments. The Group’s treasury 
policy to preserve capital by investing 
in low-risk, high-quality investments 
remains unchanged. Surplus 
funds are invested in short-term 
low-risk ‘AAA’-rated money market 
funds and short-term deposits at 
banks with high credit ratings. 
The Board anticipates that the 
Group will raise an initial tranche 
of funding during the next twelve 
months to continue the development, 
testing and trialing of the mains 
gas residential CHP product as set 
out in the Chairman’s Statement.
microCHP opportunity 
There can be no greater global 
challenge than the transition to 
a low-carbon economy that will 
involve major changes to the way 
we supply and use energy.
My examination of the market 
opportunity that Ceres can address 
has convinced me that the potential 
upside is enormous. By designing 
a product that retrofits in place of a 
conventional heating appliance, the 
Group can access an existing market 
of approximately 1.5 million units per 
annum in the UK alone, and more than 
18 million units per annum globally. 
The timing is right, the world needs 
cost-effective, cleaner, flexible power 
generation that can be retrofitted into 
the built environment; the Ceres CHP 
product is capable of delivering this.
Chief Executive Officer’s Review
Continued
Outlook
The Board and Senior Management 
team are focused on completing 
the work to enable the Group 
to achieve CHP product sales 
in H1 2014 and commence the 
development in 2012 of the next 
generation of the CHP product. To 
achieve this, the Group’s priorities 
for the next twelve months are:
 > complete the validation and 
optimisation of the solutions to the 
remaining issues from the first phase 
of in-home field trials;
 > conduct extended internal testing 
of CHP products ahead of further 
in-home field trials;
 > commence the next phase of 
in-home field trials; 
 > commence the development of the 
next generation of wall-mounted 
CHP product; 
 > continue to work with our partner 
British Gas to refine the details of the 
UK product launch;
 > develop the next phase of strategic 
partner collaborations to further 
de-risk the commercialisation plan; 
and 
 > secure additional funding.
Ceres faces a number of challenges 
in the year ahead. I am confident 
that we can meet these challenges 
and successfully deliver both 
the commercialisation plan and 
significant value to shareholders.
David Pummell
Chief Executive Officer
11 October 2011 11 Ceres Power Holdings plc Annual Report 201 1
Ceres Power is committed to building 
a high growth business while ensuring 
a safe environment for employees and 
minimising impact on the environment.
 
We aim to understand and respond to 
the needs of shareholders, employees, 
customers, suppliers, the communities 
in which we work and the wider public.
 
Our mission remains to make a major 
contribution towards the challenge 
of addressing climate change by 
providing cleaner, more efficient and 
decentralised energy products. 
Safety 
Ceres Power remains committed 
to achieving and maintaining the 
highest standards in health and 
safety practice. We work positively 
to create an open culture towards 
HSE and to engage all employees in 
helping maintain our excellent safety 
record. We invest in specialist roles 
and systems to support this process.
The Company is accredited with the 
British Safety Council as a training 
centre in health and safety. We 
continue to commission regular 
reviews of our health and safety 
arrangements by independent 
external practice experts to ensure 
that we benefit from wider industry 
developments and secure continuous 
improvement in this area. 
Employee development and retention 
The Group aims to recruit the 
best talent, acting as an equal 
opportunities employer at all times 
and ensuring that our staff remain safe 
from discrimination and harassment 
in the workplace. We invest in the 
training and development of our 
staff to build the required skills to 
succeed as a business. On average, 
we invested more than twice the 
national average per head on 
work-related training in 2010.
A third ‘Save As You Earn’ share 
scheme, open to all employees, 
was launched in 2011, enabling 
staff to share in the future 
success of the business and 
directly aligning the interests of 
employees and shareholders. 
Environmental and  
community awareness
Ceres complies with all relevant 
environmental laws and we implement 
best environmental practice in all of 
our activities. We seek to recycle in all 
areas – from office supplies to water 
consumption. We actively support 
cycling and car sharing and prioritise 
public over personal transport. 
We seek to be a valued member of the 
community and consult locally on the 
possible impact of our operations, as 
well as informing the community on 
the type of employment opportunities 
we bring to the local area.
Ethical standards
Ceres Power actively strives to 
achieve high ethical standards in all 
activities. We seek to ensure that our 
business partners apply similarly high 
standards, including our supply chain 
and customers. During the year we 
reviewed and updated our policy in 
this area and implemented a training 
programme to embed this with all staff.  12 Ceres Power Holdings plc Annual Report 201 1
Business 
Review
1. Brian Count
1
Non-Executive Chairman
Brian received a PhD in Physics after 
graduating in Mathematics from 
Cambridge University. He joined the  
UK’s Central Electricity Generating 
Board and rose to become Director of 
Power Generation in National Power.  
He was appointed Chief Executive 
Officer of Innogy plc, and subsequently 
Chief Executive of RWE Trading 
in Germany. He has also been a 
Non-Executive Director of Eskom,  
the South African electricity company. 
Brian is Non-Executive Chairman 
of Ceres Power, having joined the 
Company as a Non-Executive Director 
in March 2007. Brian sits on the Audit, 
Remuneration and the Nomination 
& Governance Committees.
2. David Pummell
1,2
Chief Executive Officer
David has a degree in Chemical 
Engineering from Salford University. He has 
previously held a number of roles at BP, 
including leading the European fuels and 
lubricants marketing business, directing 
the restructuring of BP’s global refining 
and marketing businesses and setting 
up a new fuels and lubricants business 
in the Middle East. Most recently David 
was Chief Executive Officer of MAPS 
Technology Ltd, where he developed the 
company from an early-stage technology 
venture into a commercially successful 
business. He successfully oversaw the 
acquisition of MAPS Technology Ltd by the 
General Electric Company in early 2011. 
3. Rex Vevers
1,2
Finance Director
Rex received an Economics degree 
from Newcastle University before joining 
Arthur Andersen where he qualified as 
a Chartered Accountant and Treasurer. 
He then pursued an industrial career 
where he held financial director roles in 
sectors spanning technology, volume 
manufacturing and finance, gaining 
significant international experience 
in corporate finance. Following 
positions at an industrial group and 
a global consumer products group, 
Rex joined Ceres Power in 2006 as 
the Group’s Finance Director.
4. Phil Whalen
1,2
Technology Director
Phil received a PhD in Ceramic Science 
and Engineering from Rutgers University 
(USA) and has over twenty years’ 
experience leading global technology 
teams. Prior to joining Ceres Power, Phil 
was Corporate Director of Technology 
Strategy at Honeywell Inc and most 
recently was Chief Technology Officer 
of Invensys plc. Phil joined Ceres Power 
in July 2009 as Technology Director, 
was appointed onto the Ceres Power 
Holdings plc Board on 21 January 2010.
5. Bob Flint
2
Commercial Director
Bob has a degree in Engineering 
from Cambridge University and an 
MBA from Imperial College London. 
He has spent over twenty years in 
the commercialisation of innovative 
technology through new products 
and services, venture creation 
and intellectual property licensing. 
Following a senior role at BAE 
Systems, Bob became Commercial 
Director of Ceres Power in 2005.
6. Jonathan Watkins
2
 
Operations Director
Jonathan is a Chartered Engineer with 
an honours degree in Materials Science 
and Technology from Birmingham 
University and a post-graduate diploma 
in Manufacturing, Engineering and 
Management from Cambridge 
University. Jonathan has experience 
of running multi-site manufacturing 
businesses with T&N plc and more 
recently with the European automation 
and fastening arm of Textron Inc – 
a global tier-one automotive supplier. 
Jonathan joined Ceres Power in 
November 2008 and in January 2009 
became Operations Director.
Directors and Senior Management
3 2 1 4 5 6 13 Ceres Power Holdings plc Annual Report 201 1
7. Sir David Brown
1
 
Non-Executive Director
David is a Fellow of the Royal Academy 
of Engineering and in 2001 was 
knighted for services to British industry. 
He followed a career first with Plessey, 
then with STC, ICL and Nortel, and then 
became Chairman of Motorola Limited 
from 1997 until mid-2008. David is a 
Director of two other publicly quoted 
companies and joined Ceres Power 
in February 2008 as Non-Executive 
Director, becoming the Group’s Senior 
Independent Director in 2009. He sits on 
the Audit, Remuneration, Nomination 
& Governance and the Technical 
& Operational Risk Committees.
8. Alan Wood
1
Non-Executive Director
Alan holds an honours degree 
in Mechanical Engineering from 
Manchester University and an MBA 
from Harvard University. Following an 
early career in manufacturing industries 
spanning food products, construction 
and electrical engineering, Alan 
became Non-Executive Chairman 
of Siemens Holdings plc and is also 
a Director of a number of other 
publicly quoted companies. He 
joined Ceres Power in February 2008 
as a Non-Executive Director and sits 
on the Remuneration, Nomination 
& Governance and the Technical 
& Operational Risk Committees.
9. John Nicholas
1
 
Non-Executive Director
John is a Fellow of the Association of 
Chartered Certified Accountants and 
holds an MBA from Kingston University. 
Much of his early career was spent 
in technology-focused, international 
manufacturing and service companies. 
John became Group Finance Director 
of Kidde plc on its demerger from 
Williams Holdings and was also Group 
Finance Director at Tate & Lyle plc. 
John is a Director of a number of other 
publicly quoted companies and joined 
Ceres Power in February 2009 as a 
Non-Executive Director. He sits on the 
Audit, Remuneration and Nomination 
& Governance Committees.
1 Director of Ceres Power Holdings plc.
2 Director of Ceres Power Limited.
7 8 9 14 Ceres Power Holdings plc Annual Report 2011
Corporate 
Governance
Corporate Governance Report
Principles of corporate governance
The Board of Directors recognises the importance of good 
corporate governance to enhance and protect shareholder  
value. As the Company’s shares are registered on the Alternative 
Investment Market (‘AIM’) of the London Stock Exchange,  
the Company is not required to report against the UK Corporate 
Governance Code published in May 2010 (the ‘Code’). However, 
the Board supports the principles contained in the Code and is 
committed to applying them, where they are appropriate, given the 
Company’s size. The following describes how these principles 
have been applied.
The Board of Directors
The Board comprises the Non-Executive Chairman, the Chief 
Executive Officer, the Finance Director, the Technology Director, 
the Senior Independent Non-Executive Director and two other 
Non-Executive Directors. On 13 June 2011, Dr Peter Bance left the 
Board as Chief Executive Officer and Dr Brian Count assumed the 
role of Executive Chairman. On 17 August 2011, David Pummell 
was appointed as Chief Executive Officer. He took up the post on 
5 September 2011. On the same date Dr Brian Count reassumed 
the role of Non-Executive Chairman. Dr Brian Count was not 
independent during the short period that he was Executive 
Chairman. The Board considers that the Non-Executive Directors 
are independent in character and judgement and meet the criteria 
for independence set out in the Code. 
The Company’s articles of association require that all Directors are 
subject to election by shareholders at the first Annual General 
Meeting (‘AGM’) following their initial appointment, and at each 
AGM one-third of the Directors retire by rotation and offer 
themselves for re-election.
David Pummell offers himself for election at the AGM following his 
appointment. Sir David Brown and Rex Vevers retire by rotation 
and offer themselves for re-election.
The Company maintains directors’ and officers’ liability insurance 
cover, the level of which is reviewed annually.
Board Committees
The terms of reference of the Board Committees are posted  
on the Company’s website and are available on request from the 
Company Secretary.
Audit Committee
The Audit Committee currently comprises Dr Brian Count  
and Sir David Brown under the Chairmanship of John Nicholas. 
Meetings of the Committee are attended, at the invitation of the 
Committee, by the external auditors and the Finance Director.  
The Committee meets with the external auditors on a regular  
basis without the Executive Directors being present.
The Committee is authorised to seek any information it requires 
from any employee of the Group in order to perform its duties, and 
obtain any outside legal or other independent professional advice 
it requires at the Company’s expense.
The Audit Committee met three times during the year. During 
these meetings the Audit Committee considered, amongst other 
items, the following:
•	 the integrity of the financial statements and other formal 
announcements relating to the Group’s financial performance, 
the going concern status of the Group and judgements that are 
contained within the financial statements;
•	 the Group’s internal control and risk management policies and 
systems, and their effectiveness;
•	 the Group’s whistle-blowing procedures to ensure that 
employees are able to raise concerns, in confidence, about 
possible wrong doing in financial reporting and other matters;
•	 the requirements for an internal audit function. The Audit 
Committee is satisfied that the Group does not currently require 
an internal audit function;
•	 the relationship with the external auditor, in particular satisfying 
itself as to the independence and effectiveness of the external 
auditor; and
•	 the policy on the engagement of the external auditors to supply 
non-audit services.
Remuneration Committee
The members of the Committee are Dr Brian Count, Alan Wood 
and John Nicholas under the chairmanship of Sir David Brown. 
The Committee met five times during the year.
Further details on the roles and responsibilities of the Remuneration 
Committee and the Company’s policy on Directors’ remuneration 
are included within the Remuneration Report, set out on pages 16 
to 20.
Nomination & Governance Committee
The members of this Committee are Sir David Brown, Alan Wood 
and John Nicholas, under the Chairmanship of Dr Brian Count. 
The Committee considers the composition of the Board and is 
responsible for reviewing the composition and structure of the 
Board and for identifying and recommending candidates for 
Executive and Non-Executive Director positions.
Technical & Operational Risk Committee
The members of this Committee are Sir David Brown, Dr Phil 
Whalen and Jonathan Watkins, under the Chairmanship of Alan 
Wood. The Committee is responsible for monitoring key technical 
and operational risks and the development and implementation of 
strategies to manage and mitigate these risks. 15 Ceres Power Holdings plc Annual Report 2011
Communications with shareholders
The Board is accountable to the Company’s shareholders  
and as such it is important for the Board to maintain effective 
communications with shareholders. The Company maintains  
an active dialogue with institutional shareholders through regular 
briefing meetings and formal presentations by the Executive 
Directors following the interim and preliminary financial 
results. During the year, the views of major shareholders are 
communicated to the Board through briefings by the Company’s 
brokers and face-to-face meetings with the Chairman. Press 
releases are issued throughout the year and the Company 
maintains a website (www.cerespower.com) on which press 
releases, corporate presentations and the Annual Report are 
available to view.
The AGM provides an opportunity for communication with all 
shareholders and the Board encourages the shareholders to 
attend and welcomes their participation. The Directors attend the 
AGM and are available to answer questions.
Internal controls 
The Directors acknowledge their responsibility for establishing  
and maintaining the Group’s systems of internal control. These are 
designed to safeguard the assets of the Group and to ensure the 
reliability of financial information for both internal and external use. 
The Group prepares detailed budgets and cash flow projections, 
which are approved annually by the Board and updated regularly 
throughout the year. Detailed management accounts and working 
capital cash flow projections are prepared on a monthly basis and 
compared to budgets and projections to identify any significant 
variances. The Board reviews, identifies, evaluates and manages 
the significant risks that face the Group. 
Any system of internal control can only provide reasonable, and 
not absolute, assurance that material financial irregularities will be 
detected or that risk of failure to achieve business objectives is 
eliminated. The Directors, having reviewed the effectiveness of the 
system of internal financial, operational and compliance controls 
and risk management, consider that the systems of internal control 
operated effectively throughout the financial year and up to the 
date that the financial statements were signed. 
Conflicts of interest 
The Group has in place procedures for the disclosure and review 
of any conflicts or potential conflicts of interest which the Directors 
may have and for the authorisation of such conflicts by the Board. 
During the year there were no such conflicts of interest. 16 Ceres Power Holdings plc Annual Report 2011
Corporate 
Governance
Remuneration Report
The Board of Directors presents the Company’s Remuneration 
Report for the year ended 30 June 2011. As the Company’s shares 
are registered on the Alternative Investment Market (‘AIM’) of the 
London Stock Exchange, the Company is not required to report in 
accordance with the remuneration disclosure requirements of the 
Companies Act 2006 and relevant regulations. This report, while 
not complying fully with these requirements, has been presented 
to disclose the key aspects of Directors’ remuneration and the 
Board hopes that this report will provide shareholders with a better 
understanding of the rationale behind the current remuneration 
arrangements for senior management and the link between the 
performance of the Group and the rewards for executives.
All sections of the Remuneration Report, other than those 
specifically marked as audited, are unaudited.
Composition and role of the Remuneration Committee
The Remuneration Committee comprises the Non-Executive 
Directors and is chaired by Sir David Brown, Senior Independent 
Director. The Committee met five times during the year. The Chief 
Executive Officer is invited to attend meetings to assist the 
Committee on matters concerning remuneration of other senior 
executives within the Group; however he is not present during the 
part of the meetings where his own remuneration is discussed.
The Committee is responsible for determining, on behalf of the 
Board, an appropriate remuneration policy for the Executive 
Directors and for designing a remuneration framework for them 
that is consistent with that policy. The Committee also monitors 
remuneration practice amongst other members of the senior 
management team, determines the Chairman’s fee level and 
oversees the compensation philosophy of Ceres Power generally.
At its meetings during the year, the Committee considered, 
amongst other matters, the following:
•	 the 2010 Remuneration Report;
•	 the level of achievement of the final phase of the Combined 
Heat and Power (‘CHP’) Project Bonus Plan targets;
•	 the design of a new incentive scheme for the executive team 
members and other senior managers;
•	 setting performance targets in respect of the 2011/12  
Bonus Plan;
•	 implementation of a third Company-wide Sharesave scheme;
•	 levels of base salary for Executive Directors;
•	 terms of employment for all members of the senior 
management team;
•	 proposed terms of appointment of members of the senior 
management team;
•	 the annual review of rewards and benefits available to all 
employees in the Group; and
•	 the termination arrangements for the CEO, Dr Peter Bance, 
who resigned on 13 June 2011.
During the year the Committee has been advised by independent 
remuneration consultants Hewitt New Bridge Street (‘HNBS’). 
Neither HNBS nor any other part of Aon Hewitt provided any other 
services to the Group during the year.
Remuneration policy for Executive Directors
The Committee’s policy is that Executive Directors’ remuneration 
packages should:
•	 provide the Directors with the opportunity to receive a share in 
the future growth and value of the Group that is regarded as fair 
by other employees and by shareholders;
•	 provide appropriate alignment between the Group’s strategic 
and operational goals for which the Directors have collective 
responsibility, shareholder returns and executive reward;
•	 be, as far as possible, simple to understand and administer;
•	 be determined taking into account external market 
benchmarks, so that the total value of remuneration packages 
(calculated on a ‘target’ basis) should be broadly competitive 
with mid-market practice compared to listed companies of a 
similar size within similar sectors. This should allow the Group 
to attract and retain key individuals critical to the future success 
of the business;
•	 include below market levels of fixed pay (salary and benefits)  
in return for above market levels of performance-related  
pay whilst the Group continues its development towards 
commercialisation. The Committee envisages that a more 
standard pay structure, with market levels of fixed and 
performance-related pay, will be introduced once the Group 
has reached a commercial stage;
•	 be appropriate given pay levels within the Group more 
generally; and
•	 be structured so as to comply with key corporate governance 
best practice guidelines.
Remuneration structure for Executive Directors
Overview
The Committee continues to believe that at this stage of the 
Group’s development the remuneration structure for Executive 
Directors should be weighted more towards performance-related 
pay than would be the market ‘norm’ for an ‘established’ company. 
The Committee envisages that a more standard pay structure, with 
market levels of fixed and performance-related pay, will be 
introduced once the Group has reached a commercial stage.
Base salary
Executive Directors’ base salaries are reviewed annually although 
they have been frozen (other than for new appointments) since 
1 July 2008. The Committee decided to award an increase 
effective on 1 July 2011 of 5% to Rex Vevers and Dr Philip Whalen. 
The agreed salaries for 2011/12 are: Rex Vevers £170,350 (2010/11: 
£162,225) and Dr Philip Whalen £170,350 (2010/11: £162,225).
Dr Peter Bance, Chief Executive Officer, stepped down from  
the Board and left the Company on 13 June 2011. He received  
his contractual entitlement of one year’s salary (£196,833) on 
termination plus a further £88,550 compensation in respect of his 
UK statutory employment rights. The Remuneration Committee 
has treated Dr Bance as a ‘good leaver’ under the Group’s Option 
scheme rules. He therefore retains all of his share options, except 
those options where the exercise period commences more than 
twelve months after the date of resignation. 17 Ceres Power Holdings plc Annual Report 2011
David Pummell was appointed Chief Executive Officer on 17 August 2011 and took up the post on 5 September 2011. Under the terms of 
his service contract, he will receive a base salary of £250,000 per annum, terminable by the Group on not more than twelve months’ 
notice, and he will be eligible to participate in the Group’s 2011/12 incentive plans.
Benefits
In line with all other employees, Executive Directors receive a pension contribution from the Group worth 8% of salary (with Executive 
Directors contributing at least 3% of salary) plus employer’s National Insurance saved on employee pension contributions from the Group. 
They also receive life assurance of four times salary.
Sharesave scheme
During the year the Committee implemented a third HMRC-approved Sharesave scheme. The Executive Directors are eligible  
to participate in this Scheme, which is open to all eligible employees on the same basis, providing a long-term savings and  
investment opportunity.
Performance-related pay
2010/11 Incentive arrangements
Details of the two incentive arrangements that operated in respect of 2010/11 and any awards made thereunder are outlined below:
One-off grant of share options
Dr Peter Bance, Rex Vevers and other senior executives were granted a one-off award of share options under the Company’s existing 
2004 Employees’ Share Option Scheme in 2008. Dr Phil Whalen was granted a one-off award of share options on joining the Company 
in 2009.
The share options were granted with an exercise price of £2 per share, being the higher of the average market price over the twenty 
trading days ending on 9 December 2008 (being £0.92) and £2. Exercise of the options is subject to the prior achievement of an absolute 
share price target and normally is dependent on continued employment until the initial exercise point. 
The options granted in 2008 and 2009 to the Executive Directors and other senior executives can only be exercised if the following share 
price targets are achieved over twenty consecutive trading days at some point in the period between the second and tenth anniversaries 
of the grant: 
Percentage 
of options 
exercisable
Share  
price  
target
Exercise  
period  
(post grant)
Tranche 1 25% £4 2–10 years
Tranche 2 37.5% £5 3–10 years
Tranche 3 37.5% £6 4–10 years
CHP Project Bonus Plan
The CHP Project Bonus Plan is the only bonus scheme for Executive Directors that operated during the year. 
Under this plan, Executive Directors and selected other senior executives and staff are eligible to receive a bonus at the completion of 
relevant phases of the CHP Project over the period 2008/09–2010/11. The maximum potential bonus award at the end of each phase is 
100% of annual salary for the Chief Executive Officer and for all other eligible participants no more than 75% of their base salary. All 
awards for the successful completion of each phase made under this plan are payable in two instalments; 50% of any award is payable 
immediately in cash and the remaining 50% as a deferred award in the form of nominal value share options which vest to the individual 
no earlier than 30 June 2012 subject normally to continued employment within the Group.
The amount of any award granted under this plan is subject to the Committee’s assessment of the level and quality of delivery of each 
of the phases of the CHP Project at the completion of each phase of the project (known as ‘milestone targets’). 
The Committee has reviewed achievement of the 2010/11 milestone targets including technology, manufacturing, commercial and 
financial metrics and concluded that the Company has not met the key milestones. Accordingly, the Committee has determined that  
the Executive Directors should be awarded a zero bonus award for the period. Notwithstanding the failure to achieve the key milestones, 
the Group has achieved a number of important targets that underpin its progress. The Committee has therefore approved bonus awards 
up to 18% of salary to participating senior managers and staff and the Committee would like to express its thanks for the substantial 
contribution and effort that these employees have made during a challenging year. This bonus was approved in July 2011, at which time 
the options were granted. 18 Ceres Power Holdings plc Annual Report 2011
Corporate 
Governance
Remuneration Report
Continued
2011/12 Incentive arrangements
During the year the Committee, assisted by HNBS, has formulated new incentive arrangements that will operate for the 2011/12 
financial year. The Committee has decided to move towards the approach associated with a more traditional listed company. The new 
arrangements comprise a combination of: i) an annual bonus (where performance is measured over one year); and ii) annual grant of 
long-term share awards (where performance is typically measured over three years). The incentive arrangements provide executives with 
a clear ‘line-of-sight’ between reward and performance. 
Details of the new incentive arrangements in place for the 2011/12 financial year are as follows:
Annual bonus
This scheme succeeds the CHP Project Bonus Plan and is the only bonus scheme for Executive Directors that will operate in 2011/12. 
Under the bonus scheme, Executive Directors and selected other senior executives and staff are eligible to receive a bonus payable 
wholly in cash based upon the successful achievement of key milestones that underpin the Company’s progress towards the successful 
launch of a residential CHP product. The maximum potential annual bonus award is 100% of base salary for the Chief Executive Officer, 
Finance Director and Technology Director and for all other eligible participants no more than 75% of their base salary. 
Share options
In respect of long-term share awards, the Committee concluded that:
•	 a policy of granting share options remained appropriate for 2011/12;
•	 options should have a market value exercise price;
•	 the adoption of an annual grant policy was appropriate (rather than another large one-off award as was granted in 2008/09  
and 2009/10);
•	 options should be subject to challenging absolute share price targets; and
•	 there should be no facility to retest the share price targets beyond the third anniversary of grant.
Accordingly, the Committee intends to grant Executive Directors and certain senior managers an award of share options following the 
publication of the Group’s 2010/11 Annual Report, which is anticipated to be by the end of October 2011.
The share options will be granted at an exercise price to be determined based on the mid-market closing share price on the second  
trading day following the publication of the 2010/11 Annual Report on the Group’s website. The options granted will vest on the third 
anniversary subject to the following share price targets having been achieved over twenty consecutive trading days within three years from 
the date of grant:
Share price Percentage of options vesting
Less than £1.50 Zero
£1.50 50%
At least £2.50 100%
Between £1.50 and £2.50 50% to 100% on a straight-line basis
The share options will lapse on the third anniversary of the date of grant unless the share price performance targets have been achieved. 
To the extent that the targets are satisfied, the options will be exercisable until the tenth anniversary of the grant.
Full details of the options awarded to Executive Directors will be published via the Regulatory News Service of the London Stock Exchange.
Share ownership guideline 
Executive Directors are required to retain at least half of any shares arising from the exercise of any options under the one-off award and 
any future option grant (after selling sufficient shares to pay the exercise price and to fund any tax due on the options) until they have a 
holding of Company shares worth at least 100% of their base salary (200% for the Chief Executive Officer). Compliance with this guideline 
is reviewed annually by the Remuneration Committee. 
Service contracts 
Each Executive Director has a service contract with the Group which contains details regarding remuneration, restrictions and disciplinary 
matters. Executive Directors are appointed on contracts terminable by the Group on not more than twelve months’ notice. 19 Ceres Power Holdings plc Annual Report 2011
Non-Executive Directors
The fees of the Chairman are determined by the Committee and the fees of the Non-Executive Directors are determined by the Board 
following a recommendation from the Chairman after consulting with the Chief Executive Officer. The Chairman and the Non-Executive 
Directors are not involved in any discussions or decisions about their own remuneration.
The annual fee levels as at 30 June 2011 (unchanged since 30 June 2009) are as follows:
2011 
£
Chairman 100,000
Senior Non-Executive Director 45,000
Other Non-Executive Directors 40,000
Chairs of Board Committees, other than the Chairman, earn an additional £5,000 per annum per Committee, and each of Sir David Brown, 
Alan Wood and John Nicholas chaired one Committee during the year. 
Non-Executive Directors are not eligible to participate in any of the Group’s incentive schemes. 
Dr Brian Count received no additional fee for the period during which he served as Executive Chairman, between the resignation of 
Dr Peter Bance on 13 June 2011 and the date David Pummell took up his post on 5 September 2011.
Directors’ emoluments for the year ended 30 June 2011 (audited) 
2010/11
Salary/fee 
£
Pension
1
£
Other
benefits
2
£
Termination 
payment 
£
Total 
£
Executive
Dr Peter Bance
3
187,652 17,017 – 285,383 490,052
Rex Vevers 162,225 14,135 – – 176,360
Dr Phil Whalen 162,225 13,739 41,703 – 217,667
Non-Executive
Dr Brian Count
4
100,000 – – – 100,000
Sir David Brown 50,000 – – – 50,000
John Nicholas 45,000 – – – 45,000
Alan Wood 45,000 – – – 45,000
752,102 44,891 41,703 285,383 1,124,079
Directors’ emoluments for the year ended 30 June 2010 (audited) 
2009/10 
Salary/fee 
£
Pension
1
£
Total 
£
Executive
Dr Peter Bance 196,833 17,284 214,117
Rex Vevers 162,225 14,861 177,086
Dr Phil Whalen
5
68,808 5,210 74,018
Non-Executive
Dr Brian Count
4
100,000 – 100,000
Sir David Brown 50,000 – 50,000
John Nicholas 45,000 – 45,000
Alan Wood 45,000 – 45,000
667,866 37,355 705,221
1 Pension contribution is based on 8% of gross salary and employer’s National Insurance saved on employee pension contributions. 
2 Other benefits comprise relocation and other costs borne by the Company.
3 Dr Peter Bance resigned on 13 June 2011.
4 Fees totalling £75,000 (2010: £100,000) were paid to Count on B Limited, a company of which Dr Brian Count is a Director. 
5 Dr Phil Whalen was appointed to the Board of Directors on 21 January 2010. 20 Ceres Power Holdings plc Annual Report 2011
Corporate 
Governance
Directors’ interests in share options (audited)
At 1 July 
2010 
number
Granted 
number
Lapsed 
number
At 30 June 
2011
number
5
Exercise 
price Exercise period
Dr Peter Bance
Options (approved) 184,780 – – 184,780 £0.30 April 2003–April 2013
Options (unapproved) 1,182,620 – – 1,182,620 £0.30 April 2003–April 2013
Options (unapproved) 500,000 – – 500,000 £0.30 August 2003–August 2013
Options (unapproved) 200,000 – – 200,000 £0.60 April 2004–April 2014
Options (unapproved) 200,000 – – 200,000 £2.815 March 2006–March 2016
Options (unapproved)
1
212,500 – – 212,500 £2.00 December 2010–December 2018
Options (unapproved)
2
318,750 – – 318,750 £2.00 December 2011–December 2018
Options (unapproved)
3
318,750 – (318,750) – £2.00 December 2012–December 2018
Sharesave options (approved) 5,648 – – 5,648 £0.81 July 2012–December 2012
Options (unapproved)
4
38,048 – – 38,048 £0.05 July 2012–June 2019
Sharesave options (approved) 4,051 – (4,051) – £1.12 July 2013–December 2013
Sharesave options (approved) – 11,281 – 11,281 £0.40 July 2014–December 2014
3,165,147 11,281 (322,801) 2,853,627
Rex Vevers
Options (approved) 46,510 – – 46,510 £2.15 September 2006–September 2016
Options (unapproved) 228,490 – – 228,490 £2.15 September 2006–September 2016
Options (unapproved)
1
159,375 – – 159,375 £2.00 December 2010–December 2018
Options (unapproved)
2
239,063 – – 239,063 £2.00 December 2011–December 2018
Options (unapproved)
3
239,062 – – 239,062 £2.00 December 2012–December 2018
Sharesave options (approved) 5,648 – – 5,648 £0.81 July 2012–December 2012
Options (unapproved)
4
23,518 – – 23,518 £0.05 July 2012–June 2019
Sharesave options (approved) 4,051 – (4,051) – £1.12 July 2013–December 2013
Sharesave options (approved) – 11,281 – 11,281 £0.40 July 2014–December 2014
945,717 11,281 (4,051) 952,947
Dr Phil Whalen
Options (unapproved)
1
53,125 – – 53,125 £2.00 September 2011–August 2019
Options (unapproved)
2
79,688 – – 79,688 £2.00 September 2012–August 2019
Options (unapproved)
3
79,687 – – 79,687 £2.00 September 2013–August 2019
Sharesave options (approved) – 11,281 – 11,281 £0.40 July 2014–December 2014
212,500 11,281 – 223,781
1 One-off options, exercisable if the share price is greater than or equal to £4 over twenty consecutive trading days at some point in the exercise period. 
2 One-off options, exercisable if the share price is greater than or equal to £5 over twenty consecutive trading days at some point in the exercise period. 
3 One-off options, exercisable if the share price is greater than or equal to £6 over twenty consecutive trading days at some point in the exercise period. 
4 CHP Project Bonus Plan deferred share options. 
5 Or date of resignation, if earlier.
All options outlined above are fully exercisable at the Director’s discretion during the relevant exercise period.
During 2010/11, the Group’s share price varied between 24.00p and 96.50p and was 36.00p on 30 June 2011.
Directors’ interests in shares (unaudited)
The Directors held the following interests in the shares of the Company:
Name Type
At 1 July 
2010
At 30 June 
2011
Dr Brian Count Ordinary shares of £0.05 each 257,850 357,850
Rex Vevers Ordinary shares of £0.05 each 60,000 80,000
Dr Phil Whalen Ordinary shares of £0.05 each – 15,841
Sir David Brown Ordinary shares of £0.05 each 20,000 20,000
Alan Wood Ordinary shares of £0.05 each 50,000 50,000
John Nicholas Ordinary shares of £0.05 each 100,000 100,000
Dr Peter Bance Ordinary shares of £0.05 each – 20,000
No Directors have purchased shares in the Company since 30 June 2011. 
Sir David Brown 
Remuneration Committee Chairman 
11 October 2011
Remuneration Report
Continued 21 Ceres Power Holdings plc Annual Report 2011
Directors’ Report
for the year ended 30 June 2011
The Directors present their report and the audited financial 
statements for the year ended 30 June 2011.
Principal activity
The principal activity of the Group throughout the year remained 
the development and commercial exploitation of microgeneration 
products based on the Group’s solid oxide fuel cell technology.
Review of business and future developments
Significant developments and operating activities of the Group, 
as well as the future strategy, business environment and prospects 
for the Group are discussed in detail in the Chairman’s Statement 
and the Chief Executive Officer’s Review on pages 2 to 10.
In addition to the Group’s priorities as set out in the Chief 
Executive Officer’s Review, the Group considers its Key 
Performance Indicators (‘KPIs’) to be revenue and net cash and 
financial assets measured against predetermined targets. The 
Directors recognise the progress made in delivering the Group’s 
key priorities during the year, and the challenges faced in the 
achievement of the KPIs, when measured against their targets,  
as noted in the Chairman’s Statement and the Chief Executive 
Officer’s Review.
Results and dividends
The loss for the financial year was £13,821,000 (2010: £11,723,000). 
The cash used in operations during the year was £14,824,000 
(2010: £10,820,000). At 30 June 2011 the Group had net cash and 
short-term investments of £26,687,000 (2010: £40,900,000).
The Directors do not recommend the payment of a dividend 
(2010: £nil).
Research and development
During the year, the Group incurred expenditure of £12,869,000 
(2010: £9,907,000) on research and development, all of which  
was written off to the Consolidated Statement of Comprehensive 
Income. The Chief Executive Officer’s Review reports on progress 
during the year.
Charitable and political contributions
The Group made no charitable or political contributions during the 
year (2010: £nil).
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 are set out as follows:
Future funding risk
The future funding needs of the business are discussed on pages 
2 and 10 of the Chairman’s Statement and Chief Executive 
Officer’s Review respectively.
Technology risk
As described in the Chief Executive Officer’s Review, the Group 
continues to make progress in the development of its fuel cell 
residential Combined Heat and Power (‘CHP’) product. However, 
uncertainty still exists regarding the successful development and 
application of the Company’s fuel cell technology to CHP and 
other potential products.
Competitive and market risk
The Group continues to target both existing and new markets in 
which to sell its products. Future revenues are dependent on the 
development of such markets and the impact on these markets  
of alternative products from competitors.
Global economic and credit market risk
The credit market conditions continue to provide an increased risk 
of a counterparty exposure should any counterparty default on its 
contractual obligations. Whilst there have been improvements in 
the global economy during 2010 and 2011, there is continued 
uncertainty around the restructuring of European sovereign debt, 
which could adversely impact the global economy. The Group is at 
risk to increased cost and delays through exposure to the default 
of suppliers if economic conditions do not continue to improve. 
The Directors continue to closely monitor these risks.
Intellectual Property protection risk
The Group continues to invest in the expansion and protection 
of its portfolio of intellectual property. The Group’s competitive 
advantage is at risk to unauthorised parties using the Group’s 
technology in their own products. Internal procedures and controls 
are therefore in place to capture all Intellectual Property (‘IP’) and 
then to 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 
agreement, pursuit and defence of IP terms and rights.
Growth management risk
The Group has grown significantly in the past years and 
anticipates further growth over the coming years. Investment 
in operational, manufacturing, managerial resources and 
systems and controls continues in order to meet the expected 
growth. There is a risk that growth will be constrained by 
insufficient resources.
Key personnel dependence risk
As disclosed in the Remuneration Report section of this Annual 
Report and in the notes to the Group financial statements, the 
Directors have put in place incentive schemes for key personnel. 
These support the existing competitive remuneration packages 
and restrictive employment covenants already in place. These are 
aimed at reducing the risk of disruption to operations and damage 
to the business due to key personnel leaving the business. 22 Ceres Power Holdings plc Annual Report 2011
Corporate 
Governance
Directors’ Report
for the year ended 30 June 2011
Directors
The Directors of the Company, who served during the year and up 
to the date of signing the financial statements, are as follows:
Dr Brian Count (Non-Executive Chairman) – appointed Executive 
Chairman on 13 June 2011, reappointed Non-Executive Chairman 
on 5 September 2011
David Pummell (Chief Executive Officer) – appointed 17 August 2011, 
took up position 5 September 2011
Dr Peter Bance (Chief Executive Officer) – resigned 13 June 2011
Rex Vevers (Finance Director)
Dr Phil Whalen (Technology Director) 
Sir David Brown (Non-Executive Director)
Alan Wood (Non-Executive Director)
John Nicholas (Non-Executive Director)
Substantial shareholders
The Company has been notified of the following holdings of 3% or 
more of the 86,177,614 ordinary shares of 5p each of the Company 
on 7 October 2011:
Investor
Number of  
ordinary shares Percentage  
Oppenheimer Funds Inc 11,291,902 13.10%
GB Gas Holdings Limited 8,562,488 9.94%
Sarasin & Partners LLP 5,011,274 5.82%
Imperial College of Science, 
Technology and Medicine 4,459,229 5.17%
GLG Partners LP 4,305,214 5.00%
I.G. Investment Management Ltd 3,466,730 4.02%
FIL (‘Fidelity Investments Limited’) 3,321,326 3.85%
FMR Corp. (‘Fidelity Investments’) 2,766,362 3.21%
Policy and practice on payment of creditors
It is the Group’s policy, in respect of 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 68 days (2010: 51 days). Trade creditors of the 
Company at the year end as a proportion of amounts invoiced by 
suppliers during the year represent 26 days (2010: 24 days).
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report 
and the financial statements in accordance with applicable law 
and regulations.
Company law requires the Directors to prepare financial 
statements for each financial year. 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
The Group’s likely future funding needs are discussed on pages 
2 and 10 of the Chairman’s Statement and Chief Executive 
Officer’s Review respectively. After having made appropriate 
enquires, the Directors have a reasonable expectation that the 
Group and Company have adequate resources to fund operations  
for the foreseeable future and anticipate securing additional 
funding to progress their established strategy. 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
Brian Count
Chairman
11 October 2011 23 Ceres Power Holdings plc Annual Report 2011
Independent Auditors’ Report 
to the Members of Ceres Power Holdings plc
We have audited the Group financial statements of Ceres Power 
Holdings plc for the year ended 30 June 2011 which comprise 
the Consolidated Statement of Comprehensive Income, the 
Consolidated Balance Sheet, the Consolidated Cash Flow 
Statement, the Consolidated Statement of Changes in Equity 
and the related notes. The financial reporting framework that 
has been applied in their preparation is applicable law and 
International Financial Reporting Standards (‘IFRSs’) as adopted 
by the European Union.
Respective responsibilities of Directors and auditors
As explained more fully in the Statement of Directors’ 
responsibilities set out on page 22, the Directors are responsible 
for the preparation of the Group 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 Group financial statements in 
accordance with applicable law and International Standards on 
Auditing (UK and 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.
Scope of the audit of the financial statements
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. If we become aware of any apparent material 
misstatements or inconsistencies we consider the implications  
for our report. 
Opinion on financial statements
In our opinion the Group financial statements:
•	 give a true and fair view of the state of the Group’s affairs as 
at 30 June 2011 and of its loss and cash flows for the year 
then ended;
•	 have been properly prepared in accordance with IFRSs as 
adopted by the European Union; and
•	 have been prepared in accordance with the requirements of 
the Companies Act 2006.
Opinion on other matter prescribed by the Companies  
Act 2006
In our opinion the information given in the Directors’ Report for  
the financial year for which the Group financial statements are 
prepared is consistent with the Group financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters 
where the Companies Act 2006 requires us to report to you if,  
in our opinion:
•	 certain disclosures of Directors’ remuneration specified by law 
are not made; or
•	 we have not received all the information and explanations we 
require for our audit.
Other matter
We have reported separately on the parent Company financial 
statements of Ceres Power Holdings plc for the year ended 
30 June 2011 and on the information in the Directors’ 
Remuneration Report that is described as having been audited.
Rosemary Shapland 
(Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Gatwick
11 October 2011 24 Ceres Power Holdings plc Annual Report 2011
Financial 
Statements
Consolidated Statement of Comprehensive Income 
for the year ended 30 June 2011
Note
2011  
£’000
2010  
£’000
Revenue 2 692 786
Operating costs 3 (17,702) (14,543)
Other operating income 3 352 570
Operating loss (16,658) (13,187)
Fair value loss on gilts 4 – (119)
Interest receivable 4 503 490
Loss before income tax 3 (16,155) (12,816)
Income tax credit 7 2,334 1,093
Loss for the financial year and total comprehensive loss (13,821) (11,723)
Loss per £0.05 ordinary share expressed in pence per share:
– basic and diluted 8 (16.04)p (15.16)p
The notes on pages 28 to 42 are an integral part of these consolidated financial statements. 25 Ceres Power Holdings plc Annual Report 2011
Consolidated Balance Sheet
as at 30 June 2011
Note
2011  
£’000
2010  
£’000
Assets
Non-current assets
Property, plant and equipment 9 4,635 4,381
Other receivables 11 81 81
Total non-current assets 4,716 4,462
Current assets
Trade and other receivables 11 941 1,045
Derivative financial instruments 14 29 27
Current tax receivable 1,500 620
Short-term investments 12 8,000 25,000
Cash and cash equivalents 12 18,687 15,900
Total current assets 29,157 42,592
Liabilities
Current liabilities
Trade and other payables 13 (4,570) (4,172)
Total current liabilities (4,570) (4,172)
Net current assets 24,587 38,420
Non-current liabilities
Other payables 13 (1,667) (2,158)
Provisions for other liabilities and charges 15 (228) (107)
Total non-current liabilities (1,895) (2,265)
Net assets 27,408 40,617
Equity
Share capital 16 4,309 4,309
Share premium account 64,821 64,821
Other reserve 7,463 7,463
Profit and loss account (deficit) (49,185) (35,976)
Total equity 27,408 40,617
The notes on pages 28 to 42 are an integral part of these consolidated financial statements.
The financial statements on pages 24 to 42 were approved by the Board of Directors on 11 October 2011 and were signed on its 
behalf by:
Brian Count   Rex Vevers
Chairman   Finance Director
Ceres Power Holdings plc
Registered Number: 5174075 26 Ceres Power Holdings plc Annual Report 2011
Financial 
Statements
Consolidated Cash Flow Statement
for the year ended 30 June 2011
Note
2011  
£’000
2010  
£’000
Cash flows from operating activities
Cash used in operations 18 (14,824) (10,820)
Income tax received 1,454 793
Net cash used in operating activities (13,370) (10,027)
Cash flows from investing activities
Purchase of property, plant and equipment (2,313) (2,814)
Capital grant contributions to property, plant and equipment 831 252
Redemption of financial assets at fair value through profit or loss – 9,553
Movement in short-term investments 17,000 (25,000)
Finance income received 628 454
Net cash generated from/(used in) investing activities 16,146 (17,555)
Cash flows from financing activities
Proceeds from issuance of ordinary shares – 31,556
Net expenses of shares issued – (1,321)
Net cash generated from financing activities – 30,235
Net increase in cash and cash equivalents 2,776 2,653
Exchange gains on cash and cash equivalents 11 41
2,787 2,694
Cash and cash equivalents at beginning of year 15,900 13,206
Cash and cash equivalents at end of year 12 18,687 15,900 27 Ceres Power Holdings plc Annual Report 2011
Consolidated Statement of Changes in Equity
for the year ended 30 June 2011
Share 
capital 
£’000
Share 
premium 
account 
£’000
Other 
reserve 
£’000
Profit  
and loss 
account 
(deficit) 
£’000
Total 
£’000
At 1 July 2009 3,344 35,551 7,463 (24,965) 21,393
Comprehensive income
Loss for the financial year – – – (11,723) (11,723)
Total comprehensive income – – – (11,723) (11,723)
Transactions with owners
Issue of shares, net of costs 965 29,270 – – 30,235
Share-based payments charge – – – 712 712
Transactions with owners 965 29,270 – 712 30,947
At 30 June 2010 4,309 64,821 7,463 (35,976) 40,617
Comprehensive income
Loss for the financial year – – – (13,821) (13,821)
Total comprehensive income – – – (13,821) (13,821)
Transactions with owners
Share-based payments charge – – – 612 612
Transactions with owners – – – 612 612
At 30 June 2011 4,309 64,821 7,463 (49,185) 27,408 28 Ceres Power Holdings plc Annual Report 2011
Financial 
Statements
Notes to the Consolidated Financial Statements
for the year ended 30 June 2011
1. Summary of significant accounting policies
The Company is incorporated and domiciled in the United 
Kingdom and is registered on the Alternative Investment Market 
(‘AIM’) of the London Stock Exchange. 
Basis of preparation
The consolidated financial statements of the Group have been 
prepared in accordance with International Financial Reporting 
Standards (‘IFRS’) as adopted by the European Union, the IFRS 
Interpretations Committee (formerly the International Financial 
Reporting Interpretations Committee (‘IFRIC’)) 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 44 to 48.
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: establishing uniform depreciation periods for  
the Group; choosing the appropriate method with which to 
recognise 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 Directors continue to monitor the Group’s 
financial plans and will take appropriate measures to maintain 
funding for the Group’s operations. 
Basis of consolidation
The consolidated financial statements of Ceres Power Holdings 
plc include the results of the Company and its wholly 
owned subsidiaries.
The financial statements of Ceres Power Limited have been 
consolidated under merger accounting rules. The financial 
statements of Ceres Intellectual Property Company Limited  
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 balance sheet. The Group’s strategy for an 
optimal capital structure, which was unchanged from 2010, was  
to maintain a gearing ratio of zero. This has been achieved in both 
years. The Group also 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).
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.
Depreciation is calculated using the straight-line method to 
allocate the cost over the estimated useful 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 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.
Financial assets at fair value through profit or loss
The Group classifies its financial assets at fair value through profit 
or loss. The classification depends on the purpose for which the 
financial assets were acquired. Management determines the 
classification of its financial assets at initial recognition.  29 Ceres Power Holdings plc Annual Report 2011
1. Summary of significant accounting policies continued
Financial assets at fair value through profit or loss are financial 
assets held for trading. A financial asset is classified in this 
category if acquired principally for the purpose of selling in the 
short term. Assets in this category are classified as current assets.
Financial assets carried at fair value through profit or loss are initially 
recognised at fair value. Gains and losses arising from changes 
in the fair value are presented in the Consolidated Statement of 
Comprehensive Income in the period in which they arise.
Trade and other receivables
Trade receivables 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. 
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, based on the Directors’ best estimates,  
for the effects of non-transferability, exercise restrictions and 
behavioural considerations.
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.
In addition, a stakeholder pension scheme is also available 
to employees.
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 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. All costs relating to these 
development contracts are recorded as research and development 
expenditure. As revenue represents contributions towards costs 
incurred, no amounts have been allocated to 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 reduced depreciation expense. For grants with 
no technical milestones, and where recovery is assured, the grant 
is recognised on an accruals basis in order to match the associated 
expenditure with the grant. For grants with technical milestones, 
grants 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.
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. 30
Notes to the Consolidated Financial Statements
for the year ended 30 June 2011 continued
Ceres Power Holdings plc Annual Report 2011
Financial 
Statements
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 have been made for future dilapidations costs on leased 
property. These provisions are the Directors’ best estimates as 
the actual costs and timing of future cash flows are dependent 
on future events. 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.
a) Standards, amendments and interpretations effective for the 
first time in the year ended 30 June 2011: 
Amendment to IAS 32 on classification of rights issues
Amendments to IFRS 2, Share-based payments group  
cash-settled transactions
Annual improvements 2009
IFRIC 18, ‘Transfer of assets from customers’
IFRIC 19, ‘Extinguishing financial liabilities with equity instruments’
Amendments to IFRIC 9 and IAS 39 regarding embedded 
derivatives
None of these have had any impact on the reported results of 
the Group.
b) Standards, amendments and interpretations that are not yet 
effective and have not been early adopted:
Amendment to IAS 24, ‘Related party disclosures’
Amendment to IFRIC 14, ‘Prepayments of minimum 
funding requirement’
Annual improvements 2010
The Directors do not anticipate that the adoption of these 
standards, amendments and interpretations, where relevant,  
in future periods will have a material impact on the Group’s 
financial statements.
c) Standards, amendments and interpretations that are not yet 
effective and have not yet been endorsed by the EU:
IAS 19 (revised 2011), ‘Employee benefits’
Amendment to IAS 1, ‘Financial statement presentation’ 
on other comprehensive income (OCI)
Amendments to IFRS 7 on derecognition
Amendment to IAS 12, ‘Income taxes’ on deferred tax
IFRS 9, ‘Financial instruments’ on ‘Classification and 
measurement’ of financial assets
IFRS 9, ‘Financial instruments’ on ‘Classification and 
measurement’ of financial liabilities
IFRS 10, ‘Consolidated financial statements’
IFRS 11, ‘Joint arrangements’
IFRS 12, ‘Disclosure of interests in other entities’
IFRS 13, ‘Fair value measurement’
IAS 27 (revised), ‘Separate financial statements’
IAS 28 (revised), ‘Investments in associates and joint ventures’
The Directors do not anticipate that the adoption of these 
standards, amendments and interpretations, where relevant,  
in future periods will have a material impact on the Group’s 
financial statements.
2. Revenue and segmental information 
For the year ended 30 June 2011 the Group’s revenue and losses 
were derived from its principal activity, within the United Kingdom 
and Europe (2010: United Kingdom and Europe). For management 
purposes, the Group is organised into one operating segment, 
which is the development of microgeneration products based  
on solid oxide 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 Executive 
Directors of Ceres Power Holdings plc. The Directors are of the 
opinion that under IFRS 8 the Group has only one operating 
segment, being the development of microgeneration products 
based on solid oxide fuel cell technology. The Executive Directors of 
Ceres Power Holdings plc 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. 
All of the Group’s revenue is derived from its three primary 
customers, £524,000 of which is from the United Kingdom and 
£168,000 from the Republic of Ireland (2010: United Kingdom 
£693,000, Republic of Ireland £93,000). All of the Group’s 
non-current assets are located in the United Kingdom. 31 Ceres Power Holdings plc Annual Report 2011
3. Loss before income tax 
2011 
£’000
2010 
£’000
Operating costs are split as follows:
Research and development costs 12,869 9,907
Administrative expenses 4,833 4,636
17,702 14,543
Loss before income tax is stated after charging/(crediting):
Staff costs, including share-based payments charges (note 5) 8,201 6,189
Depreciation on property, plant and equipment (net of amortised grant contributions) 1,296 1,115
Operating lease rentals payable:
– plant and machinery 25 10
– property 390 429
Other operating income – grant income (352) (570)
Repairs expenditure on property, plant and equipment 168 99
Forward contract gains (2) (55)
Net foreign exchange losses 18 41
Services provided by the Group’s auditors
During the year the Group obtained the following services from the Group’s auditors as detailed below:
– remuneration receivable by the Company’s auditors for the audit of parent Company and consolidated  
financial statements 17 14
– auditing of financial statements of subsidiaries of the Company pursuant to legislation 32 28
– other services pursuant to legislation 9 9
– other services relating to taxation 28 27
– other services 4 6
90 84
4. Finance income
2011 
£’000
2010 
£’000
Fair value loss on UK Government gilts – (119)
Interest receivable on net cash and short-term investments 503 490
503 371
5. Employees and Directors
The average monthly number of persons (including Executive Directors) employed by the Group during the year was:
2011 
Number
2010 
Number
By activity:
Research and development 105 70
Administration 33 30
138 100 32
Notes to the Consolidated Financial Statements
for the year ended 30 June 2011 continued
Ceres Power Holdings plc Annual Report 2011
Financial 
Statements
5. Employees and Directors continued
2011 
£’000
2010 
£’000
Staff costs (for the above persons) comprised:
Wages and salaries, including compensation for loss of office 6,478 4,671
Social security costs 731 478
Other pension costs (note 6) 380 328
Share-based payments (note 17) 612 712
8,201 6,189
2011 
£’000
2010 
£’000
Directors’ emoluments:
Aggregate emoluments 794 668
Company contributions to defined contribution pension schemes 45 37
Compensation for loss of office 285 –
1,124 705
2011 
£’000
2010 
£’000
Highest paid Director:
Aggregate emoluments 204 197
Company contributions to defined contribution pension schemes 14 17
218 214
Two Directors (2010: three Directors) have retirement benefits accruing under defined contribution pension schemes.
Detailed disclosures of Directors’ emoluments and interests in share options are shown in the Remuneration Report on pages 16 to 20. 
Key management compensation
The Directors are of the opinion that the key management of the Group are the Executive Directors of Ceres Power Holdings plc. The key 
management compensation is summarised in the following table:
2011 
£’000
2010 
£’000
Salaries and other short-term employment benefits 554 428
Post-employment benefits 45 37
Termination benefits 285 –
Share-based payments 363 368
1,247 833
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 
£380,000 (2010: £328,000). A total of £45,000 was payable to the funds at the year end (2010: £41,000). 33 Ceres Power Holdings plc Annual Report 2011
7. Income tax credit
2011 
£’000
2010 
£’000
UK corporation tax – R&D tax credit (1,500) (620)
Adjustment in respect of prior periods – R&D tax credit (834) (473)
Income tax (credit) (2,334) (1,093)
No corporation tax liability has arisen during the year (2010: £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 20.75% (2010: 21%). The differences are 
explained below:
2011 
£’000
2010 
£’000
Loss before income tax (16,155) (12,816)
Loss before income tax multiplied by the UK tax rate of 20.75% (2010: 21%) (3,352) (2,692)
Effects of:
Losses carried forward 1,790 1,732
Enhanced tax deductions for R&D expenditure (1,019) (435)
Expenses not deductible for tax purposes 142 231
Accelerated capital allowances and other timing differences 216 234
Adjustment in respect of prior periods – R&D tax credit (834) (473)
Difference between R&D tax credit and small company tax rates 723 310
Total income tax (credit) (2,334) (1,093)
During the year, the change in the small profits UK corporation tax rate, which was effective from 1 April 2011, reduced the tax rate to 
20% (2010: 21%).
8. Loss per share 
Basic and diluted loss per £0.05 ordinary share are 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 2011 or in the previous year. 
The loss for the financial year ended 30 June 2011 was £13,821,000 (2010: £11,723,000) and the weighted average number of £0.05 
ordinary shares in issue during the year ended 30 June 2011 was 86,177,614 (2010: 77,349,920). 34
Notes to the Consolidated Financial Statements
for the year ended 30 June 2011 continued
Ceres Power Holdings plc Annual Report 2011
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 2009 1,334 3,432 474 93 1,328 6,661
Additions 451 613 173 31 1,436 2,704
Grant contributions (179) (141) – – (131) (451)
Transfers 710 618 – – (1,328) –
At 30 June 2010 2,316 4,522 647 124 1,305 8,914
Additions 367 1,430 132 14 280 2,223
Grant contributions (74) (712) (18) – 131 (673)
Transfers 37 1,397 – 2 (1,436) –
At 30 June 2011 2,646 6,637 761 140 280 10,464
Depreciation
At 1 July 2009 615 2,382 354 67 – 3,418
Charge for the year 245 789 79 13 – 1,126
Amortisation of grant contributions (5) (6) – – – (11)
At 30 June 2010 855 3,165 433 80 – 4,533
Charge for the year 342 1,024 122 22 – 1,510
Amortisation of grant contributions (15) (197) (2) – – (214)
At 30 June 2011 1,182 3,992 553 102 – 5,829
Net book value
At 30 June 2011 1,464 2,645 208 38 280 4,635
At 30 June 2010 1,461 1,357 214 44 1,305 4,381
At 30 June 2009 719 1,050 120 26 1,328 3,243
10. Subsidiary undertakings 
Details of the Company’s subsidiaries at 30 June 2011 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%
Ceres Intellectual Property Company Limited England and Wales £1.00 ordinary share 100%
The principal activity of Ceres Power Limited is the development and commercial exploitation of microgeneration products based on 
solid oxide fuel cell technology. The principal activity of Ceres Intellectual Property Company Limited is the administration of registered 
intellectual property developed within the Group. The results of Ceres Power Limited and Ceres Intellectual Property Company Limited 
are included within these consolidated financial statements.  35 Ceres Power Holdings plc Annual Report 2011
11. Trade and other receivables
2011 
£’000
2010 
£’000
Current:
Other receivables 452 306
Prepayments and accrued income 489 739
941 1,045
Non-current:
Prepayments and accrued income 81 81
1,022 1,126
There is no difference between the fair value of trade and other receivables and their carrying values and they are not overdue at 30 June 
2011. There have been no provisions for impairment of receivables during the year (2010: £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 
2011 
£’000
2010 
£’000
Cash at bank and in hand 1,265 1,033
Money market funds 4,537 5,826
Short-term bank deposits < three months 12,885 9,041
Cash and cash equivalents 18,687 15,900
Short-term bank deposits > three months 8,000 25,000
26,687 40,900
The Group holds surplus funds in accordance with the treasury policy, as set out in note 14.
Interest  
rate type
2011 
£’000
2010 
£’000
Interest rate risk profile of the Group’s financial assets:
Cash at bank and in hand Floating 1,265 1,033
Money market funds Floating 4,537 5,826
Short-term bank deposits < three months Floating 9,885 9,041
Short-term bank deposits < three months Fixed 3,000 –
Short-term bank deposits > three months Fixed 8,000 25,000
26,687 40,900
The fixed rate short-term bank deposits in pounds sterling during the year were placed for fixed terms of between seven and twelve 
months and earned interest between 1.25% and 2.20% (2010: fixed terms of between seven and twelve months and earned interest 
between 1.50% and 2.20%). 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 (Fitch): 
money market funds had ratings of AAA and all short-term bank deposits had ratings of AA in both 2010 and 2011. 
Borrowing facilities 
The Group had no undrawn committed borrowing facilities available during the year covered by the financial statements (2010: none).  36
Notes to the Consolidated Financial Statements
for the year ended 30 June 2011 continued
Ceres Power Holdings plc Annual Report 2011
Financial 
Statements
13. Trade and other payables 
2011 
£’000
2010 
£’000
Current:
Trade payables 1,404 1,189
Taxation and social security 372 193
Other payables 159 55
Accruals and deferred income 2,635 2,735
4,570 4,172
Non-current:
Accruals and deferred income 1,667 2,158
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 foreign 
currency exchange rates and interest 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. The Group’s primary 
objective to manage credit risk 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, bank deposits with durations of up to twelve months and UK 
Government gilts with durations of up to twelve 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 AA–/AA–/Aa3 and short-term rating of F1+/A–1/P–1 for banks which 
the UK Government holds less than 25% ordinary equity. 
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 £0.3 million in the year ended 30 June 2011 (2010: £0.3 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 2011, 100% (2010: 100%) of foreign currency commitments were 
hedged by foreign currency contracts. Fair value is based on the market price of comparable instruments at the balance sheet date. 
The Group’s gross forward currency contracts are all due in less than one year. The mark to market gains of the forward currency 
contracts in the Consolidated Statement of Comprehensive Income were £2,000 (2010: gains of £55,000).  37 Ceres Power Holdings plc Annual Report 2011
14. Financial instruments continued
The following table presents the Group’s assets and liabilities that are measured at fair value at 30 June 2011. 
Level 2 
2011  
£’000
Level 2  
2010  
£’000
Financial assets at fair value through profit or loss:
Derivatives used for hedging 29 27
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. 
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. 
2011 
£’000
2010 
£’000
Foreign currency monetary assets:
United States dollar 77 52
Euro 180 47
257 99
The Group has net euro denominated trade payables of £139,000 (2010: £113,000) and US dollar denominated trade payables of 
£26,000 (2010: £183,000). 
The functional currency of the Company is pounds sterling. 
15. Provisions for other liabilities and charges 
Property dilapidation provisions charged to the Consolidated Statement of Comprehensive Income are set out below: 
2011 
£’000
2010 
£’000
At 1 July 107 30
Charged to the Consolidated Statement of Comprehensive Income 121 77
At 30 June 228 107
The provision recognised is being built up to match 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.
Deferred taxation
Potential deferred tax assets have not been recognised but are set out below:
2011 
£’000
2010 
£’000
Tax effect of temporary differences because of:
Difference between capital allowances and depreciation (702) (668)
Deductions relating to share options (72) (275)
Losses carried forward (9,580) (8,662)
Pensions – (11)
(10,354) (9,616)
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.  38
Notes to the Consolidated Financial Statements
for the year ended 30 June 2011 continued
Ceres Power Holdings plc Annual Report 2011
Financial 
Statements
16. Share capital
2011 2010
Number £’000 Number £’000
Authorised
Ordinary shares of £0.05 each 100,000,000 5,000 100,000,000 5,000
Allotted and fully paid
At 1 July 86,177,614 4,309 66,874,075 3,344
Allotted under share option schemes – – 303,539 15
Allotted on cash placing – – 19,000,000 950
Ordinary shares of £0.05 each at 30 June 86,177,614 4,309 86,177,614 4,309
During the year the Company did not issue any shares and no employee share options were exercised. (2010: the Company issued 
19,000,000 ordinary shares of £0.05 each, in a placing approved by shareholders on 14 December 2009, for a cash consideration of 
£31,350,000 (excluding issue costs of £1,321,580). Also, 303,539 ordinary shares of £0.05 each were issued on the exercise of employee 
share options for cash consideration of £206,347.)
17. Share options
The total charge recognised in the year ended 30 June 2011 relating to employee share-based payments was £612,000 (2010: £712,000).
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. 
2011 
£’000
2010 
£’000
a) 2004 Employees’ share option scheme 55 166
b) Executive Directors’ one-off award 370 421
c) 2009 Sharesave scheme 34 34
d) CHP Project Bonus plan 131 89
c) 2010 Sharesave scheme 18 2
c) 2011 Sharesave scheme 4 –
612 712
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. 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 £0.05 ordinary shares in Ceres Power Holdings plc at  
prices ranging from £0.23 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 three 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 leaves the Group before the options vest.  39 Ceres Power Holdings plc Annual Report 2011
17. Share options continued
Movements in the total number of share options outstanding and their relative weighted average exercise price are as follows:
2011 2010
Number  
(’000)
Weighted 
average  
exercise  
price 
Number  
(’000)
Weighted 
average  
exercise  
price 
Outstanding at 1 July 5,957 £0.95 6,348 £0.96
Granted – – 5 £1.07
Exercised – – (304) £0.68
Lapsed (175) £1.27 (92) £2.83
Outstanding at 30 June 5,782 £0.94 5,957 £0.95
Exercisable 5,696 £0.92 5,651 £0.93
No options were granted or exercised in the year. (2010: the weighted average fair value of options granted was £6,368. The weighted 
average share price at the date of exercise was £1.93.)
The range of exercise prices for options outstanding at the end of the year is as follows:
2011 2010
Expiry date – 30 June
Weighted 
average  
exercise  
price
Number  
(’000)
Weighted 
average  
exercise  
price 
Number  
(’000)
2012 £0.23 193 £0.23 193
2013 £0.29 1,557 £0.29 1,557
2014 £0.41 1,940 £0.41 1,955
2015 £0.77 252 £0.77 252
2016 £2.38 922 £2.38 922
2017 £2.24 420 £2.24 445
2018 £2.00 170 £1.95 185
2019 £1.20 323 £1.34 443
2020 £1.07 5 £1.07 5
The options outstanding at the end of the year have a weighted average contractual life of 3.14 years (2010: 4.37 years).
b) Executive Directors’ one-off award
No options were granted during the year (2010: one Executive Director was granted 212,500 ‘one-off’ options under the Company’s 2004 
Employees’ share option scheme at an exercise price of £2.00, a premium of £0.05 to the then market price). The exercise of these share 
options is usually subject to continued employment and achievement of absolute share price targets. 
All ‘one-off’ options remain outstanding and unexercisable at 30 June 2011. The weighted average fair value of the options granted in 
2010 was £242,411. No options were exercised and 318,750 options lapsed during the year (2010: no options were exercised or lapsed).
The expiry dates of options outstanding at the end of the year are as follows:
2011 2010
Expiry date – 30 June
Weighted 
average  
exercise  
price
Number  
(’000)
Weighted 
average  
exercise  
price 
Number  
(’000)
2018 £2.00 1,687,500 £2.00 2,006,250
2019 £2.00 212,500 £2.00 212,500
The options outstanding at the end of the year have a weighted average contractual life of 7.57 years (2010: 8.56 years). 
The Remuneration Report highlights the performance criteria of these options.  40
Notes to the Consolidated Financial Statements
for the year ended 30 June 2011 continued
Ceres Power Holdings plc Annual Report 2011
Financial 
Statements
17. Share options continued
c) Ceres Power Holdings Sharesave scheme
During the year, a third 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:
2011 2010
Number  
(’000)
Weighted 
average  
exercise  
price 
Number  
(’000)
Weighted 
average  
exercise  
price 
Outstanding at 1 July 289 £0.90 227 £0.81
Granted 574 £0.40 88 £1.12
Lapsed (117) £0.96 (26) £0.81
Outstanding at 30 June 746 £0.51 289 £0.90
Exercisable – – – –
The weighted average fair value of options granted in the year was £157,847 (2010: £67,828). 
The expiry dates of options outstanding at the end of the year are as follows:
2011 2010
Expiry date – 30 June
Actual and 
weighted 
average 
exercise 
price
Number 
(’000)
Actual and 
weighted 
average 
exercise 
price
Number 
(’000)
2013 £0.81 139 £0.81 201
2014 £1.12 33 £1.12 88
2015 £0.40 574 – –
The options outstanding at the end of the year have a weighted average contractual life of 3.01 years (2010: 2.73 years).
d) CHP Project Bonus plan
The CHP Project Bonus plan is a medium-term incentive scheme under which a performance-related bonus of cash and nominal value 
share options is awarded to Executive Directors and senior managers. The exercise of these share options is usually subject to continued 
employment until 30 June 2012, when they vest, and they must be exercised by 30 June 2013. 
Options relating to the Beta phase of the CHP Project Bonus plan were granted in the year ended 30 June 2011 (2010: nil).
Movements in the total number of share options outstanding and their relative weighted average exercise price are as follows:
2011 2010
Number 
(’000)
Actual and 
weighted 
average 
exercise 
price
Number 
(’000)
Actual and 
weighted 
average 
exercise 
price
Outstanding at 1 July 167 £0.05 182 £0.05
Granted 160 £0.05 – –
Lapsed (16) £0.05 (15) £0.05
Outstanding at 30 June 311 £0.05 167 £0.05
Exercisable 38 £0.05 – –
The weighted average fair value of options granted in the year was £105,138 (2010: £nil). All options expire in the year ending 30 June 
2013 and the options outstanding at the end of the year have a weighted average contractual life of 2.0 years (2010: 3.0 years).  41 Ceres Power Holdings plc Annual Report 2011
17. Share options continued
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:
CHP 
Project 
Bonus 
plan
 2011
Sharesave  
scheme 
2011
2004 
scheme 
2010
Sharesave  
scheme 
2010
Grant date
7 July  
2010
22 April 
2011
8 October  
2009
1 June  
2010
Share price at date of grant (£) 0.70 0.50 1.85 1.40
Exercise price (£) 0.05 0.40 1.07 1.12
Expected volatility (%) 65 65 65 65
Expected option life (years) 0.5 3.5 5 3.5
Average risk-free interest rate (%) 3.5 3.5 3.5 3.5
Expected dividend yield Nil Nil Nil Nil
The inputs to the binomial pricing model were as follows:
One off 
award 2011
One off 
award 2010
Grant date –
1 September 
2010
Share price at date of grant (£) – 1.95
Exercise price (£) – 2.00
Expected volatility (%) – 70
Expected option life (years) – 7
Average risk-free interest rate (%) – 4.0
In addition, a discount of 14% was applied to take account of the ‘one-off’ options requiring the share price to achieve the target share 
price for a period of twenty consecutive days during the exercise period. 
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 listed 
on 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.
18. Cash used in operations 
2011 
£’000
2010 
£’000
Loss before income tax (16,155) (12,816)
Adjustments for:
Fair value loss on UK Government gilts – 119
Other finance income (503) (490)
Depreciation of property, plant and equipment (net of amortised grant contributions) 1,296 1,115
Share-based payments charge 612 712
Operating cash flows before movements in working capital (14,750) (11,360)
(Increase) in trade and other receivables (23) (477)
(Decrease)/increase in trade and other payables (172) 940
Increase in provisions 121 77
(Increase)/decrease in working capital (74) 540
Cash used in operations (14,824) (10,820) 42
Notes to the Consolidated Financial Statements
for the year ended 30 June 2011 continued
Ceres Power Holdings plc Annual Report 2011
Financial 
Statements
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:
2011 2010
Land and 
buildings 
£’000
Other 
£’000
Land and 
buildings 
£’000
Other  
£’000
No later than one year 421 33 456 12
Later than one year and no later than five years 1,138 63 1,115 38
Later than five years 200 – 131 –
1,759 96 1,702 50
The property leases have an average minimum term of 5.4 years (2010: 3.8 years). The rentals are fixed for the lease terms subject to 
periodic rent reviews. The office equipment leases have an average term of 1.7 years (2010: 4.4 years). 
20. Contingent liabilities
During the year, the Group recognised grant income in respect of research and development activities of £352,000 as other income 
(see note 3) (2010: £570,000), £673,000 as a contribution to property, plant and equipment (see note 9) (2010: £451,000) and £nil as a 
prepayment relating to property, plant and equipment (2010: £165,000) in accordance with the Group’s accounting policy. The Directors 
consider that there is a contingent liability only in respect of grants received in the twelve months prior to the balance sheet date. The 
repayment of grants received prior to this is considered of remote likelihood, as grants may be required to be repaid if the Group does 
not meet subsequent reporting requirements as specified in the grant offer letters. In addition £705,000 (2010: £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 £327,000 as at 
30 June 2011 (2010: £260,000).
22. Related party transactions
Other than the Directors and Count on B Ltd, there were no related parties at 30 June 2011 (2010: none). 
The Directors considered whether Centrica plc, with its significant commercial activity with the Group and 9.94% shareholding in the 
Company through GB Gas Holdings Limited, is a related party. As Centrica plc does not take part in financial or operating policy 
decisions and has no right to appoint a Board member, the Directors considered it does not exert significant influence over the Company 
and therefore is not a related party. 
  43 Ceres Power Holdings plc Annual Report 2011
Independent Auditors’ Report 
to the Members of Ceres Power Holdings plc
We have audited the parent Company financial statements of 
Ceres Power Holdings plc for the year ended 30 June 2011 
which comprise the Company Balance Sheet and the related 
notes. 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’).
Respective responsibilities of Directors and auditors
As explained more fully in the Statement of Directors’ 
responsibilities set out on page 22, the Directors are responsible 
for the preparation of the parent Company 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 parent 
Company financial statements in accordance with applicable law 
and International Standards on Auditing (UK and 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.
Scope of the audit of the financial statements
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 parent 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. If we become aware of any apparent material 
misstatements or inconsistencies we consider the implications for 
our report. 
Opinion on financial statements 
In our opinion the parent Company financial statements: 
•	 give a true and fair view of the state of the Company’s affairs  
as at 30 June 2011;
•	 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. 
Opinion on other matters prescribed by the Companies 
Act 2006
In our opinion: 
•	 the part of the Directors’ Remuneration Report to be audited 
has been properly prepared in accordance with the Companies 
Act 2006; and
•	 the information given in the Directors’ Report for the financial 
year for which the parent Company financial statements 
are prepared is consistent with the parent Company 
financial statements. 
Matters on which we are required to report by exception 
We have nothing to report in respect of the following matters 
where the Companies Act 2006 requires us to report to you if,  
in our opinion:
•	 adequate accounting records have not been kept by the parent 
Company, or returns adequate for our audit have not been 
received from branches not visited by us; or
•	 the parent Company financial statements and the part of the 
Directors’ Remuneration Report to be audited are not in 
agreement with the accounting records and returns; or
•	 certain disclosures of Directors’ remuneration specified by law 
are not made; or
•	 we have not received all the information and explanations we 
require for our audit.
Other matter
We have reported separately on the Group financial statements of 
Ceres Power Holdings plc for the year ended 30 June 2011.
Rosemary Shapland
(Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Gatwick
11 October 2011 44 Ceres Power Holdings plc Annual Report 2011
Financial 
Statements
Company Balance Sheet
as at 30 June 2011
Note
2011  
£’000
2010  
£’000
Fixed assets
Investments 4 5,379 4,912
Current assets
Debtors: amounts falling due after more than one year 5 1,107 25,936
Debtors: amounts falling due within one year 5 89 212
Short-term investments 20,885 34,041
Cash at bank and in hand 4,883 6,006
26,964 66,195
Creditors: amounts falling due within one year 6 (669) (248)
Net current assets 26,295 65,947
Total assets less current liabilities 31,674 70,859
Net assets 31,674 70,859
Capital and reserves
Called up share capital 8 4,309 4,309
Share premium account 9 64,821 64,821
Profit and loss account 9 (37,456) 1,729
Total shareholders’ funds 10 31,674 70,859
The financial statements on pages 44 to 48 were approved by the Board of Directors on 11 October 2011 and were signed on its  
behalf by:
Brian Count   Rex Vevers
Chairman   Finance Director
 
Ceres Power Holdings plc
Registered Number: 5174075 45 Ceres Power Holdings plc Annual Report 2011
Notes to the Company Financial Statements
for the year ended 30 June 2011 
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.
Cash flow statement
The Company has taken advantage of the exemption in FRS 1 
(revised 1996), ‘Cash Flow Statements’, which provides that where 
a company is a member of a group and a consolidated cash flow 
statement is published, the Company does not have to prepare 
a cash flow statement.
Fixed asset investments
The investment in Ceres Power Limited is accounted for under 
merger accounting principles and is 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 Limited is 
stated at cost less any amount written off to reflect a permanent 
diminution in value. 
Short-term investments
Short-term 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 is 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 £467,000 (2010: £539,000) with the corresponding credit 
posted to equity.
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.
In addition, a stakeholder pension scheme is also available 
to employees.
Research and development expenditure
Expenditure on research and development is written off to the 
profit and loss account as incurred. 
 
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. 
2. Loss for the year
The Company has taken advantage of the exemption available 
under section 408 of the Companies Act 2006 and has not 
presented its profit and loss account. The Company’s result for the 
year was a loss of £39,797,000 (2010: loss of £539,000). The loss 
for the year includes a £39 million provision against amounts 
owing to the Company by Ceres Power Limited.  46 Ceres Power Holdings plc Annual Report 2011
Financial 
Statements
Notes to the Company Financial Statements
for the year ended 30 June 2011 continued
3. Employees and Directors
The average monthly number of persons (including Executive Directors) employed by the Company during the year was:
2011  
Number
2010  
Number
By activity:
Administration 1 1
1 1
The only employee of the Company during the year was also a Director of the Company.
2011  
£’000
2010  
£’000
Staff costs (for the above persons):
Wages and salaries, including compensation for loss of office 473 197
Social security costs 50 25
Other pension costs 17 17
Share-based payments 146 173
686 412
For further information on Directors’ emoluments, see the Remuneration Report on pages 16 to 20.
4. Fixed asset investments
In subsidiary companies:
2011  
£’000
2010  
£’000
Cost and net book value:
At 1 July 4,912 4,373
Capital contributions arising from FRS 20 share-based payment charge 467 539
At 30 June 5,379 4,912
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%
Ceres Intellectual Property Company Limited England and Wales £1.00 ordinary share 100%
The principal activity of Ceres Power Limited is the development and commercial exploitation of microgeneration products based on 
solid oxide fuel cell technology. The principal activity of Ceres Intellectual Property Company Limited is the administration of registered 
intellectual property developed within the Group. The results of Ceres Power Limited and Ceres Intellectual Property Company Limited 
are included within the consolidated financial statements.
  47 Ceres Power Holdings plc Annual Report 2011
5.  Debtors
2011  
£’000
2010  
£’000
Amounts falling due within one year:
Other debtors 6 4
Prepayments and accrued income 83 208
89 212
Amounts falling due after more than one year:
Amounts owed by Group undertakings 1,107 25,936
1,196 26,148
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 2011, a provision of £39,006,000 has been made against the inter-company loan to 
Ceres Power Limited (2010: £nil), reflecting management’s best estimate of the recoverable amount. 
A subordination agreement exists between the Company and Ceres Power Limited. Amounts owed by Ceres Power Limited to the 
Company (£39,006,000) are subordinated to all other creditors of Ceres Power Limited (2010: £25,051,000).
6. Creditors: amounts falling due within one year
2011  
£’000
2010  
£’000
Trade creditors 22 19
Taxation and social security 175 29
Other creditors 96 –
Accruals and deferred income 376 200
669 248
7. Provisions for liabilities and charges
Deferred taxation
Potential deferred tax assets have not been recognised but are set out below:
2011  
£’000
2010  
£’000
Tax effect of timing differences because of:
Deductions relating to share options (36) (559)
Losses carried forward (578) (430)
(614) (989)
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. 
8. Called up share capital
2011 2010
Number £’000 Number £’000
Authorised
Ordinary shares of £0.05 each 100,000,000 5,000 100,000,000 5,000
Allotted and fully paid
Ordinary shares of £0.05 each 86,177,614 4,309 86,177,614 4,309
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. 48 Ceres Power Holdings plc Annual Report 2011
Financial 
Statements
Notes to the Company Financial Statements
for the year ended 30 June 2011 continued
9. Reserves
Share 
premium 
account 
£’000
Profit  
and loss  
account 
£’000
At 1 July 2010 64,821 1,729
Loss for the financial year – (39,797)
Share-based payments charge – 612
At 30 June 2011 64,821 (37,456)
10. Reconciliation of movements in shareholders’ funds
2011  
£’000
2010  
£’000
Loss for the financial year (39,797) (539)
Proceeds of issue of ordinary share capital – 31,556
Share issue costs – (1,321)
Share-based payments charge 612 712
Net change in shareholders’ funds (39,185) 30,408
Opening shareholders’ funds 70,859 40,451
Closing shareholders’ funds 31,674 70,859 Power Station   Transmission & Distribution Efficiency ~ 35%
Efficiency ~ 80-90%
CHP Unit
Fuel
100%
Electricity
Electricity
Heat
Fuel
100%
s e s s o L s e s s o L
Centralised
Generation
Distributed 
Generation
Ceres Power’s core FCM is a 
metal-supported solid state 
electro-chemical device which 
generates electricity and heat 
directly from fuel and air. Unlike 
the combustion process in an 
engine-driven generator, this solid 
state process is highly efficient, 
environmentally friendly and quiet. 
The FCM will form the core of a 
range of distributed generation 
products designed to become 
the new standard for energy 
provision in millions of homes 
around the world and to be at the 
heart of low-carbon smart grids.
The FCM has been integrated 
within a compact wall-mounted 
residential Combined Heat and 
Power (‘CHP’) product that replaces 
the conventional residential boiler 
and also produces the majority of 
a typical home’s electricity needs.
Who we are
Our technology 
The patented Ceres fuel cell design 
comprises thin electrochemical layers 
deposited onto a porous stainless 
steel supporting substrate. The cell 
operates in the temperature range 
of 500–600ºC which is substantially 
lower than the temperature at which 
conventional SOFC materials can 
operate, typically 750–1,000ºC. 
The inherently lower operating 
temperature of Ceres’ unique SOFC 
technology enables the use of proven 
cost-effective materials and processes 
and a fuel cell stack design that is 
robust and resistant to thermal shock.
Our products
The Group’s first product is an 
integrated wall-mounted residential 
fuel cell CHP product. The compact 
product is designed to replace a 
conventional household boiler, using 
the same natural gas, water and 
electrical connections and with 
similar installation and maintenance 
requirements. The product is capable 
of generating all of the heat and 
hot water and the majority of the 
electricity for a typical UK home, 
saving the customer around 25% of 
their annual total energy costs and 
reducing the home’s CO
2
 emissions.
The Group manufactures in-house the 
high value core fuel cell technology 
and is partnering with well-established 
gas appliance manufacturers for CHP 
boiler assembly in accordance with 
Ceres’ overall product design. Key 
balance of plant components and 
Ceres Power is a leading developer of clean, 
efficient, cost-effective decentralised energy 
products that can help address the key  
energy challenges:
> Increase energy efficiency
> Reduce CO
2
 emissions
> Increase energy security
> Reduce fuel poverty
What we do
Ceres Power has developed a mass manufacturable 
technology platform: the Fuel Cell Module (‘FCM’), 
using the Group’s patented solid oxide fuel cell 
(‘SOFC’) technology and operating on mains natural 
gas or packaged fuels, such as LPG.
CHP in the home
sub-assemblies are co-developed 
and/or sourced in partnership with 
a global supply chain. This strategy 
enables the Group to maintain 
control of key intellectual property, 
maximise operational efficiency 
and earn ‘product-level’ revenues.
Ceres Power is a B2B company, 
partnering with major corporations 
such as British Gas, Calor Gas and 
Bord Gáis with well-established direct 
channels to millions of customers. 
Significant market opportunities 
exist for the Group’s residential CHP 
products globally including Europe, 
Asia and North America. New products 
and market opportunities also exist 
in the longer term beyond residential 
CHP, including tri-generation, remote 
industrial power and auxiliary 
power for transport applications.
Distributed generation
A typical UK home uses electricity 
generated by a central power station 
and transmitted through the electricity 
grid network and uses a gas boiler 
to meet its heating and hot water 
needs. Centralised generation wastes 
a significant proportion of the energy 
it uses, through heat losses in the 
power station and transmission and 
distribution losses. A CHP product 
installed in a home and generating 
electricity at the point of use (so 
called distributed generation), avoids 
these energy losses, capturing the 
heat for use in domestic hot water 
and heating in the home. By creating 
electricity at the point of use in the 
home, overall efficiency of fossil fuel 
use can be improved from around 
35% for centralised generation to up to 
90% for residential CHP. This increase 
in energy efficiency delivers significant 
reductions in carbon emissions.
Benefits of Ceres fuel cell technology
A Ceres Power residential fuel cell 
CHP product has a low heat to power 
ratio. This means that even during 
the summer when the home’s central 
heating system is turned off, the heat 
produced by the CHP product when 
generating electricity can be stored 
in a hot water cylinder and used for 
domestic hot water. Ceres’ CHP is 
therefore capable of operating all year 
round, thereby maximising the energy 
bill savings through the generation 
of electricity throughout the year.
Unlike other fuel cell CHP technologies, 
a Ceres Power product can 
modulate its power output rapidly 
and automatically and follow a 
varying operating load, turning up 
and down or even on and off as 
needed. This enables a Ceres CHP 
product to generate the majority 
of the electricity requirements of 
a typical home and provide the 
ability to deliver truly despatchable 
power to respond to the grid’s needs 
when it is under most strain and 
the electricity is most valuable.
The Company was founded 
in 2001 to commercialise the 
unique core materials science 
technology developed at Imperial 
College during the 1990s.
In November 2004, the Company 
went public on the Alternative 
Investment Market of the London 
Stock Exchange. The Group’s 
shareholders include a variety 
of UK and international financial 
institutions and private individuals. 
The largest shareholders include 
Oppenheimer, Centrica trading as 
British Gas and Imperial College. 
Today, Ceres Power directly  
employs more than 160 people  
with its operations based in the  
UK, comprising a Technology  
Centre in Crawley and a 
volume fuel cell manufacturing 
facility in Horsham, Sussex.
Directors and Advisors 
Directors
Dr Brian Count (Non-Executive Chairman)
1
David Pummell (Chief Executive Officer)
1,2
Rex Vevers (Finance Director)
1,2
Dr Phil Whalen (Technology Director)
1,2
Bob Flint (Commercial Director)
2
Jonathan Watkins (Operations Director)
2
Sir David Brown (Non-Executive Senior Independent Director)
1
Alan Wood (Non-Executive Director)
1
John Nicholas (Non-Executive Director)
1
1 Ceres Power Holdings plc
2 Ceres Power Limited
Company Secretary
Richard Preston
Registered office
Viking House
Foundry Lane
Horsham
West Sussex
RH13 5PX
Solicitors
Macfarlanes LLP
20 Cursitor Street
London
EC4A 1LT
Independent auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
First Point
Buckingham Gate
Gatwick
RH6 0PP
‘Ceres Power’ and ‘Powered by Ceres’ are registered trademarks 
belonging to the Group.
Bankers
National Westminster Bank plc
South Kensington Station Branch
PO Box No 592
18 Cromwell Place
London
SW7 2LB
Registered number
5174075
Nominated advisor (NOMAD)
Morgan Stanley & Co International plc
25 Cabot Square
Canary Wharf
London
E14 4QA
Brokers
Morgan Stanley Securities Limited
25 Cabot Square
Canary Wharf
London
E14 4QA
Jefferies International Limited
Vintners Place
68 Upper Thames Street
London
EC4V 3BJ
Registrar
Computershare
PO Box 82
The Pavilions
Bridgwater Road
Bristol
BS99 7NH
Printed by Park Communications on FSC® certified paper.
Park is an EMAS certified CarbonNeutral ® Company and its Environmental 
Management System is certified to ISO14001.
100% of the inks used are vegetable oil based, 95% of press chemicals are recycled 
for further use and, on average 99% of any waste associated with this production  
will be recycled.
This document is printed on Cocoon Silk 100; process chlorine free (PCF) paper 
containing 100% recycled fibre approved by the FSC. Ceres Power Holdings plc Annual Report 201 1
www.cerespower.com
Ceres Power Holdings plc
Viking House
Foundry Lane
Horsham
West Sussex
RH13 5PX
Annual Report 201 1
Business Review
01  Business Headlines
02  Chairman’s Statement
04  Chief Executive Officer’s Review
11  Corporate Social Responsibility
12  Directors and Senior Management
Corporate Governance
14  Corporate Governance Report
16  Remuneration Report
21  Directors’ Report
Financial Statements
23  Independent Auditors’ Report to the Members of Ceres Power Holdings plc
24 Consolidated Statement of Comprehensive Income
25 Consolidated Balance Sheet
26 Consolidated Cash Flow Statement
27  Consolidated Statement of Changes in Equity
28  Notes to the Consolidated Financial Statements
43 Independent Auditors’ Report to the Members of Ceres Power Holdings plc
44 Company Balance Sheet
45  Notes to the Company Financial Statements
IBC Directors and Advisors 
Contents
Powered by Ceres