14 August 2025

ITM Power plc

Preliminary Results for the financial year to 30 April 2025 (FY25)

We are pleased to announce a strong set of results, reflecting continued growth, commercial momentum and disciplined capital management.

Performance highlights

·      Revenue increased by more than 50% year-on-year to £26.0m (FY24: £16.5m), marking an exceptional growth of 400% over two years. This is within the upgraded FY25 guidance and significantly ahead of original guidance.

·      Adjusted EBITDA loss of £33.0m (FY24: £30.4m)* reflecting working through the delivery of legacy contracts plus under-absorption of operational and overhead costs as we continue to fill our factory. This lies in the better end of our guidance range of £32.0 to £36.0m.

·      Cash at the year-end of £207.0m (FY24: £230.3m)**, significantly ahead of original guidance of between £160m and £175m, with a positive cash flow in the second half of the year, underscoring our sharp focus on cash discipline and operational efficiency.

·      Record contracted firm year-end order backlog of £145.1m (FY24: £79.7m), with 60% of backlog now being derived from profitable contracts, the remaining 40% being legacy contracts. We expect to recognise approximately half of the legacy contracts in revenue during FY26.

Strategic and commercial highlights

·      Transformative improvement in our Factory Acceptance Test (FAT) first-time pass rate, improving from below 50% to 99%

·      NEPTUNE V has gained significant market traction

·      Deep in-house value creation and full ownership of all core science and manufacturing processes enable rapid innovation cycles and supply chain resilience

·      Our future stack generation, CHRONOS, is progressing well and within projected timescales

·      Contract signed for REFHYNE II 100MW project for Shell

·      Three NEPTUNE V contracts signed, totalling 40MW

·      FEED contracts for two projects totalling 60MW

·      Inauguration of the 24MW plant for Yara in Norway

·      Commissioned 4MW pilot plant for RWE in Lingen, Germany

·      Collaboration on sustainable transport and infrastructure with Deutsche Bahn AG

·      Further 40% iridium loading reduction validated, lowering costs

Post year-end momentum

·      NEPTUNE V contract with Westnetz in Germany

·      NEPTUNE II contract with a cement producer in Spain

·      POSEIDON contract with MorGen Energy for its 20MW West Wales project

·      Selected by Uniper and signed FEED study on a 120MW project

·      Selected as the supplier for a project in the APAC region of over 300MW capacity

·      Strong sales pipeline, including high customer demand for NEPTUNE V

·      Successful launch of Hydropulse, our Build, Own and Operate venture, with positive customer response

FY26 guidance: building on our momentum

·      Revenue between £35m and £40m, representing a c.50% year-on-year growth, with the majority of the revenue derived from contracted order backlog. This marks a more than 600% increase over three years.

·      Adjusted EBITDA loss between £27m and £29m, as we continue to fill our factory for increased cost-absorption and recognise revenue on the legacy loss-making portion of our contracted order backlog.

·      Cash between £170m and £175m, in line with our capital-efficient scale-up strategy.

*Adjusted EBITDA is a non-statutory measure. The calculation method is set out in Note 4

**Cash is stated after an exceptional payment of £13m as previously disclosed.

CHIEF EXECUTIVE OFFICER'S STATEMENT

"Over the past 25 years, ITM has evolved into a leader in electrolyser technology with a focus on high-performing, reliable solutions for the accelerating green hydrogen market. Our proprietary stack technology lies at the core of our success, enabling us to deploy scalable, cutting-edge solutions for projects of any size, across nearly every region of the world.

Our commercial momentum continues to gather pace with a contracted order backlog at year-end standing at £145.1m, representing an increase of almost 90% year-on-year.

Financial discipline remains central to our strategy. Our year-end cash position of £207m, including positive cash flow in the second half of the year, demonstrates robust capital management and positions us to scale with confidence.

In FY25, our revenue grew by more than 50%, marking the second consecutive year of record-breaking performance. This milestone represents not only the highest revenue in the company's history but also a fivefold increase compared to the year ending April 2023. It demonstrates our ability to convert market demand into commercial success.

Additionally, operational excellence is fundamental to our long-term strategy. Our commitment to manufacturing quality has driven a transformative improvement in our Factory Acceptance Test (FAT) first-time pass rate, improving from below 50% to 99%, reflecting stronger processes, efficiency, product reliability and execution capability.

Our market-leading position is underpinned by continuous technological innovation. We remain agile and responsive to the evolving needs of our customers in a dynamic global environment. There is no greater example of this than the launch of POSEIDON and NEPTUNE V, which have been met with customer enthusiasm and commercial success.

Our technology advantage is clear and differentiated. We retain full ownership of our core science and manufacturing processes, ensuring maximum value-add, rapid innovation cycles, and supply chain resilience. Our electrolysers are already being deployed in landmark projects worldwide, including for Yara in Porsgrunn (24MW), for RWE in Lingen (200MW) and REFHYNE II for Shell in Wesseling (100MW), with the latter two projects currently under construction.

Since the product launch in May, during the financial year, we have already announced three NEPTUNE V contracts for eight units, totalling 40MW, along with two Front-End Engineering Design (FEED) contracts of 50MW and 10MW respectively. Since year-end, we signed a contract for a NEPTUNE V unit with Westnetz and were selected by Uniper for their 120MW Humber H2ub® (Green) project in the UK, which will consist of six 20MW POSEIDON core electrolysis process modules. Furthermore, we signed a POSEIDON supply agreement with MorGen Energy for their 20MW West Wales Hydrogen Project. We also announced a plant integration engineering package for EDF Renewables UK and Hynamics, a 100% subsidiary of the EDF Group, utilising four NEPTUNE II units, and a contract to supply a NEPTUNE II unit to a leading cement producer in Spain.

With market demand accelerating, a world-class product portfolio, and a proven track record of execution, along with strong reference plants, ITM is well-positioned to lead the green hydrogen industry into its next phase of growth.

The market for green hydrogen

Regulation and incentives

Over the past year, elections in over 70 countries have shaped the policy and economic landscape for nearly half the world's population. While political shifts and global uncertainty have influenced energy and climate policies, one thing remains clear: the energy transition is accelerating.

This transition is not only about decarbonisation-it's about energy security, economic resilience, and a diversified energy mix. Green hydrogen remains central to this vision. While early excitement led to unrealistic expectations, a course correction was inevitable for such a young sector facing global economic headwinds. Rather than signalling failure, current market adjustments reflect a healthy maturation process. The customer landscape, supply chains and technologies are evolving, weeding out weaker projects and paving the way for a more resilient, commercially viable hydrogen market.

Governments continue to play a vital role. Voluntary measures such as policy direction and decarbonisation targets, combined with regulatory tools like mandates, quotas, and carbon pricing, can stimulate demand in both existing and emerging sectors - from traditional grey hydrogen users to mobility, green steel, glass, maritime, and aviation.

By investing in hydrogen infrastructure ahead of market demand, economies can foster innovation, maintain technological leadership, and strengthen energy independence. Effective subsidies and carbon pricing will help close the cost gap, driving adoption and growth. Waiting for perfect market conditions risks falling behind in a technology vital to the global energy transition.

Across Europe, the Net-Zero Industry Act (NZIA) and the Renewable Energy Directive III (RED III) are driving investment and regulatory certainty. The EU aims to produce 10 Mt and import 10 Mt of green hydrogen by 2030, with binding targets to accelerate renewable hydrogen adoption across industries. Substantial funding is already flowing into green hydrogen projects, infrastructure, and decarbonisation initiatives.

Germany, Europe's largest economy, is positioning itself as a leader in the green hydrogen transition. The government has suspended its constitutional debt brake to unlock €500 billion in infrastructure investments, a significant portion of which is earmarked for climate and energy transformation. With net zero by 2045 now enshrined in its constitution, Germany is setting a clear long-term policy signal. The country has emerged as a key market for ITM.

In the UK, progress is underway: 11 projects totalling 125MW were selected under the first Hydrogen Allocation Round (HAR), awaiting Final Investment Decision (FID). HAR2 has shortlisted 27 projects (875MW), alongside a £500m investment to develop the UK's first regional hydrogen transport and storage network. Looking ahead, HAR3 is expected to launch in late 2025, with HAR4 to follow in 2026, providing a clear long-term foundation for project developers and investors.

In the US, recent legislation has implications for green hydrogen and the Section 45V tax credits. Whilst the availability of the tax credits was extended, the broader rollback of clean energy incentives is likely to pose challenges and given this, our asset-light approach in the region continues.

Also elsewhere, hydrogen strategies are gaining pace. Japan's Hydrogen Society Promotion Act, which came into effect in October last year, aims to accelerate the adoption of low-carbon hydrogen by providing financial assistance to the costs of hydrogen production and infrastructure development, with its first $20bn scheme oversubscribed. In September, Australia updated its National Hydrogen Strategy, which included an A$8bn production tax incentive and additional green hydrogen production tax credits to unlock private sector investment.

Together, these developments reflect a growing global commitment to hydrogen as a cornerstone of the energy transition, creating new opportunities for collaboration and investment.

Customer activity

Our pipeline of project opportunities is expanding. Whether enabling refineries transitioning to green hydrogen or utility companies optimising excess renewable power, ITM remains a key player in the transformation.

Europe is the most important market for green hydrogen today, with projects advancing at scale and unprecedented industry participation. Leading energy players are building significant portfolios, and we are proud to be at the forefront of this momentum.

Our solutions are enabling a wide range of applications - from mobility applications and specific industrial use cases, such as in distilleries or semiconductor manufacturing. Across diverse sectors, our technology is setting new benchmarks for performance, operational flexibility, reliability and safety.

Customers are now leveraging insights from their pilot projects or learning from industry reports on early-stage deployments. This has heightened their focus on verified technology performance, system design, integration efficiency, and execution capabilities across technology providers. In this environment, real-world operational data has become a key differentiator - and ITM is uniquely positioned. Thanks to the successful delivery and operation of flagship projects, we offer customers proven technology, robust system performance, and the confidence to scale with certainty. Our ability to demonstrate reliability and efficiency in live plants underscores our credibility as the industry transitions from demonstration to industrial deployment.

Strategic update: our priorities are clear

The market outlook for green hydrogen remains strong, with sustained growth expected over the coming years. Although wider market FIDs have experienced delays relative to initial projections, positive momentum is building. In this environment, operational agility and financial discipline are key to remaining strategically positioned to capitalise on emerging opportunities.

Our strategic priorities are aligned with our vision: delivering best-in-class electrolysers, scaling operations profitably to meet the growing demand, and expanding our global presence to maximise market reach over time.

To help us achieve our vision and further accelerate our growth, we launched Hydropulse in June, a build, own, and operate business model that will consist of decentralised green hydrogen production plants using ITM's modular NEPTUNE technology, with a focus on serving industrial customers under long-term offtake agreements.

The launch of Hydropulse opens a new chapter for ITM and the green hydrogen industry. By addressing the bankability hurdle of green hydrogen projects through capital expenditure, operations, and technology risk mitigation for the end user, Hydropulse will solve the most pressing real-world challenges that are holding back exponential industry growth.

Outlook

Our technology sets a global benchmark, delivering cutting-edge innovation and industry-leading performance. Operationally, we are in an exceptional position; we pair agility with scale, ensuring we stay ahead of evolving market dynamics.

Our next-generation stack platform, CHRONOS, is progressing well through development and validation, and is destined to further substantiate our lead among PEM electrolyser companies.

With a strong balance sheet, clear strategic focus on the highest-growth hydrogen markets, and our agility, we are uniquely positioned for sustained success. Our record order backlog, expanding sales pipeline, and commercial traction are driving tangible momentum on our pathway to profitability.

I am confident in our strategy and business model. We are delivering on our commitments, capturing market opportunities, and creating long-term value for our shareholders as we continue to advance the global energy transition."

Dennis Schulz, Amy Grey, and Dr Simon Bourne will present to analysts and investors at 9:00 a.m. BST.

The presentation will be via the Investor Meet Company platform. Questions can be submitted pre-event via the Investor Meet Company dashboard at any time during the presentation. Analysts and investors can sign up to Investor Meet Company for free via:

https://www.investormeetcompany.com/itm-power-plc/register-investorhttps://www.investormeetcompany.com/itm-power-plc/register-investor.

Those who follow the Company on the Investor Meet Company platform will automatically be invited.

A recording will be made available on the Investor Relations section of the ITM website after the event.

For further information, please visit www.itm-power.com or contact:

About ITM Power plc:

ITM Power was founded in 2000 and ITM Power plc was admitted to the AIM of the London Stock Exchange in 2004. Headquartered in Sheffield, England, ITM Power designs and manufactures electrolysers based on proton exchange membrane (PEM) technology to produce green hydrogen, the only net zero energy gas, using renewable electricity and water.

STATEMENT FROM THE CHAIR OF THE BOARD

This will be my final annual statement to you, following the announcement that Jürgen Nowicki will succeed me on 15 January 2026. It has been an honour and a privilege to be part of ITM's journey over the past eleven years, and to have served as Chair over the last six years.

Over the past year, we have continued to execute our three-step strategy to simplify our product portfolio, improve our cost and capital discipline, and debottleneck our manufacturing facilities. We have achieved many successes, most notably the launch of NEPTUNE V, our full-scope 5MW containerised electrolyser plant.

It was pleasing to announce financial results that exceeded our original guidance, particularly in revenue and our year-end cash position of £207m, which our continued cost and capital discipline have enabled us to achieve.

In April, we celebrated ITM's 25th Anniversary. Our journey has not been without its challenges, but the momentum seen in the company today validates our ambitions, and a bright future lies ahead.

The macro picture

If net zero targets are to be achieved by 2050 and fossil fuels are to be phased out, extensive investments across every relevant sector are still required to transform and enable the implementation of clean technologies at the speed and scale required. Global efforts to decarbonise may have lost some of the elevated expectations of four years ago, but the energy transition will continue to gather momentum.

It is clear that the energy transition will not follow a straight path. The direction of travel, however, is very clear. The world needs more energy in all forms to meet growing demand. Green hydrogen will have a major role to play in this. It is a clean, versatile energy carrier. It will undeniably become a significant part of the global energy mix and be a key enabler in decarbonising the global energy system, whether as a feedstock in sectors such as chemicals and refining, as a fuel where electrification is not possible due to the need for high-temperature heat, or as a source of flexible power generation.

With our world-leading technology and manufacturing capability, ITM will play a significant role in the green hydrogen economy. We are as ambitious and excited today as we were when the company was formed twenty-five years ago.

Environmental, social and governance (ESG) objectives

We are dedicated to delivering robust ESG performance, driven by our desire to uphold the highest ethical standards. Our MSCI rating of A demonstrates that our practices are well aligned with shareholder interests, and we are proud to hold this rating. It also indicates that we are a business setting the standard for how our sector manages the biggest ESG risks and opportunities.

Board changes

In January 2025, Amy Grey joined us as our new Chief Financial Officer, replacing Andy Allen, to whom we would like to extend our thanks for his support during the transition. Additionally, we announced that Matthias von Plotho had been appointed as a Non-Executive Director to serve as Linde's nominated Board representative, replacing Jürgen Nowicki, who resigned from the Board at the same time.

Subsequently, we announced in June 2025 that Jürgen Nowicki will succeed me as Chair, and he will assume his new position on 15 January 2026. It has been my honour to serve ITM and to have played a role in its transition from a development-stage company to an established commercial business and a market leader in electrolysers.

We also announced that Sir Warren East and John Howarth will be appointed as Non-Executive Directors, effective following our Annual General Meeting (AGM) on 8 October 2025.

Warren brings a wealth of global leadership experience from the technology and engineering sectors. He spent thirty years in the semiconductor industry, serving as CEO of ARM from 2001 to 2013. He was then appointed CEO of Rolls-Royce in 2015, with a mission to modernise the company. He stepped down from his role at the end of 2022. Currently, he serves as a Non-Executive Director at ASML NV and Tokamak Energy Ltd., and is the Chair of NATS, as well as the President of the Institution of Engineering and Technology (IET).

John is a Chartered Accountant with deep expertise in manufacturing, renewable energy, professional services and aerospace. He is currently a Partner at S&W LLP, where he provides audit and accounting advisory services to a range of listed and private companies. His previous roles include Partner at EY LLP and senior finance roles at Future plc and PwC LLP.

Warren will be a member of the Audit and Remuneration Committee, and John will join the Audit Committee and take on the role of Chair of the Remuneration Committee.

Denise Cockrem, who has served on the ITM Board since July 2022, will step down from the Board at the time of the AGM. We thank her for her invaluable contributions over the past three years, and we wish her every success for the future.

Looking ahead

Our strategy is clear; operationally, ITM is in great shape, and we are financially in a healthy position.

Over the next year, we will continue to invest in our core technology, enabling us to remain at the forefront of the industry. We will also introduce more automation, particularly in stack assembly, which will enhance our production capabilities. After our year-end, we announced the launch of Hydropulse in June 2025, tailored for industrial users with dependable hydrogen needs, which will build, own, and operate decentralised green hydrogen production plants using ITM's modular NEPTUNE technology.

In closing, I would like to express my gratitude to our shareholders, employees, and customers for their ongoing support and confidence in our business. I am confident that our colleagues will go above and beyond to support our customers. By working together, we can continue to deliver against our strategy and create sustainable long-term value for our shareholders.

Sir Roger Bone

Chair of the Board

CHIEF FINANCIAL OFFICER'S REVIEW

The prudent management of our invested capital base is at the core of our daily operations and strategic decision-making. By embedding financial discipline into every facet of our business, we ensure optimal resource allocation, and every investment decision is carefully evaluated for its long-term viability, aligning with our strategic priorities while maintaining flexibility to adapt to evolving market conditions.

Our long-term commitment to financial stewardship drives efficiency and strengthens our resilience, enabling us to seize opportunities while safeguarding the integrity of our capital base. Through informed decision-making and rigorous financial oversight, we uphold the principles of accountability and value creation in every step we take.

This culture is no more evident than in our year-end cash position of £207m, which is significantly above the original guidance of between £160m and £175m. We were also cash generative in the second half of the year, with cash increasing from £203m to £207m.

Key financials

A summary of the Group's key financials is set out in the table below:

^1.         Adjusted EBITDA is a non-statutory measure. The calculation method is shown in Note 4

Non-financial key performance indicators (KPIs)

We use certain non-financial performance indicators to consider our performance over time. These include QHSE metrics, order intake, megawatts contracted, stacks built, project milestones achieved, and employee metrics. During the year, MW in work-in-progress (WIP) increased to 410MW (FY24: 284MW). Revenue was recognised against 40MW of deliveries (FY24: 12MW). The Board also regularly reviews other non-financial performance criteria, including production throughput, testing and validation performance and labour utilisation. As the Group matures further, we will continue to refresh our non-financial KPIs to reflect the evolved business.

Financial performance

The principal ways in which we generate revenue are through product sales, maintenance contracts, and consulting contracts (FEED and feasibility studies). In the future, Hydropulse is expected to add additional high-quality revenue.

Revenue

Revenue for the year was £26.0m (FY24: £16.5m). The majority of this revenue, £22.5m (FY24: £8.2m), was generated from product sales, which increased almost threefold. Consulting contracts delivered £1.8m (FY24: £5.0m), primarily due to a government contract related to our stack platform development, the majority of which was received in FY24. In addition, we generated £0.9m (FY24: £1.5m) from maintenance contracts, and a small amount of other income.

Gross margin

The gross loss was £23.7m (FY24: £16.7m). This loss is due to under absorption of factory costs of £9.6m, resulting from increased production capacity and efficiency following the implementation of the prior year's 12-month plan, and wastage  or inventory write-offs provisions as per our policy of £13.2m

Staff costs and administrative expenses before exceptional items

Administrative costs reduced year on year to £21.2m (FY24: £22.6m). Across the Company (including production), staff and employment costs increased from £21.2m to £24.2m, reflecting the ongoing focus on improving our capabilities and competencies. The capitalisation of direct staff costs increased from £9.1m to £10.8m, deriving expensed staff costs of £13.4m (FY24: £12.1m).

The average number of full-time employees (FTEs) was 304.6, compared to 323.2 in FY24.

Consultancy and consumable costs fell by 13% to £2.2m (FY24: £2.5m) as we focused activities and further controlled costs, whilst depreciation and amortisation rose by 25% to £7.4m (FY24: £5.9m), reflecting our strategic investment in capital projects.

We did not incur an impairment charge in FY25. The impairment charge in FY24 of £1.4m related to products where development costs had previously been capitalised, and which were no longer offered as part of the streamlined portfolio following the 12-month plan.

Government grants, which constitute claims against individual projects or research and development (R&D) claims, totalled £3.4m (FY24: £1.2m), with £3.3m receivable in relation to R&D tax reclaims (FY24: £0.8m).

Adjusted EBITDA¹

The Group posted an adjusted EBITDA loss of £33.0m (FY24: £30.4m) for the period. Adjusted EBITDA is a non-statutory measure and is detailed below.

¹ Adjusted EBITDA is a primary measure used across the business to provide a consistent measure of trading performance. The adjustment to EBITDA removes certain non-cash items, such as share-based payments, to provide a key metric to the users of the financial statements as it represents a useful milestone that is reflective of the performance of the business resulting from movements in revenue, gross margin and the cash costs of the business. We have set out below how we calculate adjusted EBITDA (see also Note [4] for more information). Management uses Adjusted EBITDA as an alternative performance measure (APM) as it allows better monitoring of the operations. Notwithstanding, Management recognises the limitations of APMs as it may not allow industry-wide comparison, and includes removing the effect of certain annual charges such as share-based payments, identified above.

Loss before Tax

The loss from operations was £54.5m (FY24: £38.0m) and included the exceptional item of £13.0m relating to the settlement of a commercial dispute with Linde which had previously been disclosed as a contingent liability. The loss from operations before exceptional items was £41.5m (FY24: £38.0m).

Net finance income of £9.2m (FY24: 11.6m) consisted of finance income of £10.2m (FY24: 12.2m) and finance costs of £1.0m (FY24: £0.6m).

The loss before tax was £45.4m (FY24: £27.1m), and the basic and diluted loss per share was 7.4p (FY24: 4.4p).

Capital expenditure

Capital expenditure totalled £12.8m in the period (FY24: £14.0m), with £8.5m invested in capital projects (FY24: £12.0m), namely expansion and improvements at our Sheffield facilities and machinery, and £4.3m (FY24: £2.0m) in intangible assets primarily in respect of continued product development.

Working capital

The working capital position (being net of inventory, receivables and payables) improved by £34.3m in the year (FY24: £1.4m inflow), with inventories and receivables decreasing by £14.4m and £7.9m respectively, as well as an increase in payables of £12.1m.

Cash

Cash at the end of the year was £207m (FY24: £230m). This is testament to our continued cost and capital discipline and a significant improvement on our original guidance. Achieving a cashflow positive position in the second half of the year demonstrates the focus we continue to have.

We have also continued to have tight control on receivables and upfront payments resulting in an increase in deferred income of £12.4m to £64.2m (FY24: £51.8m).

Financial position: positioned for the future

Current assets decreased to £283.8m (FY24: £329.5m), principally reflecting a reduction in year-end cash of £23.3m, with year-end cash of £207m (FY24: £230m), together with a £14.4m reduction in inventories to £56.0m (FY24: £70.4m).

The level of inventories held as raw materials decreased to £7.9m (FY24: £10.3m) as a result of increased throughput, and inventory held as work-in-progress reduced by £12.0m to £48.1m (FY24: £60.2m).

Inventory provisions increased by £4.4m  to £28.1m (FY24: £23.6m) in accordance with our stock provisioning policy.

Trade and other receivables were £20.8m (FY24: £28.7m), reflecting the effective management of credit control with customers and the timing of invoicing upon the completion of contract milestones, which resulted in a reduction of £12.6m in trade receivables. Partly offsetting this is an increase of £3.2m in relation to the R&D tax credits. Trade and other payables increased to £80.4m (FY24: £68.3m), driven by an increase of £12.4m in deferred sales income, principally concerning the timings of payments from customers on projects to be delivered.

Non-current assets increased to £58.1m (FY24: £52.3m), reflecting a £4.8m rise in property, plant and equipment and a £1.8m increase in intangible assets, partly offset by a £0.9m reduction of right-of-use assets.

Contract loss provisions relate to several factors, including acceleration measures for previously delayed projects, additional on-site works, increased energy and labour costs due to previously under-estimated stack testing times, and future costings updated for inflation. Net contract loss provisions were reduced by £7.6m, with £1.2m created and £7.6m either utilised or released in the period. The total contract loss provision at the year-end stood at £12.3m (FY24: £19.9m).

The warranty provision was increased by £0.4m in the period, with £0.3m created during the year, £1.0m released but offset by £1.1m transferred from contract loss provisions relating to project deliveries. The balance at period end was £3.8m (FY24: £3.4m). This includes all projects that have been commissioned and entered their warranty stage but excludes those that have not yet been delivered. The warranty costs of projects not yet delivered are presented as contract loss provisions.

Contingent liabilities

In the last financial year, the Group disclosed a contingent liability around a commercial dispute. During the year, the Group concluded the commercial dispute with Linde, leading to a payment of £13.0m to Linde, which is lower than the Company's estimate of the loss at the time of the announcement of up to £15m.

Outlook for FY26

As we enter the new financial year, we are well-positioned to drive growth and deliver value. Our immediate priority is to successfully execute ongoing projects while actively securing new opportunities to expand our customer base, including the launch of our new Build, Own, and Operate company, Hydropulse.

We remain committed to strategic investment in the business, preparing for the anticipated scale-up as FIDs progress and contracts materialise. At the same time, we will uphold our disciplined approach to cost management and capital allocation, ensuring sustainable success and long-term resilience.

Our guidance for FY26 is as follows:

·      Revenue expected to be between £35m and £40m: Our revenue is expected to increase by almost 50% year-on-year, with the majority of the revenue coming from contracted product sales.

·      Adjusted EBITDA loss of £27m to £29m: We have gained control of what we can control and are reducing our losses, although we continue to deliver on loss-making projects which ITM were committed to prior to the strategic shift in the Company in 2023. Already 60% of our contracted order backlog is profitable and the share will grow further in this financial year.

·      Cash at year end is expected to be between £170m and £175m: CAPEX for the year is expected to be in the range of £10m to £15m, as we continue to invest in R&D, product development and our manufacturing capabilities. We anticipate working capital to increase by £10m to £15m.

With a strong contracted order backlog, a robust balance sheet, and a growing share of profitable projects, ITM enters FY26 with confidence and momentum. The strategic foundations we have built over the past two years are now translating into tangible results, positioning us to capture the expanding opportunities in the global hydrogen market.

Amy Grey

Chief Financial Officer

CONSOLIDATED INCOME STATEMENT AND OTHER COMPREHENSIVE INCOME

CONSOLIDATED BALANCE SHEET

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

CONSOLIDATED CASH FLOW STATEMENT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.         GENERAL INFORMATION

ITM Power plc is a public company incorporated in England and Wales under the Companies Act 2006.  The registered office is at 2 Bessemer Park, Sheffield, South Yorkshire S9 1DZ.

These financial statements are presented in Pounds Sterling, which is the currency of the primary economic environment in which the Group operates.

The summary accounts set out above do not constitute statutory accounts as defined by Section 434 of the UK Companies Act 2006. The summarised consolidated balance sheet at 30 April 2025, the summarised consolidated income statement and other comprehensive income, the summarised consolidated statement of changes in equity and the summarised consolidated cash flow statement for the year then ended have been extracted from the Group's 2025 statutory financial statements upon which the auditor's opinion is unqualified and did not contain a statement under either sections 498(2) or 498(3) of the Companies Act 2006. The audit report for the year ended 30 April 2024 did not contain statements under sections 498(2) or 498(3) of the Companies Act 2006. The statutory financial statements for the year ended 30 April 2024 have been delivered to the Registrar of Companies. The 30 April 2025 accounts were approved by the directors on 13 August 2025 but have not yet been delivered to the Registrar of Companies.

2.         MATERIAL ACCOUNTING POLICIES

Basis of accounting

The consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.

The financial statements have been prepared under the assumption that the Group operates on a going concern basis and on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services at that time.

Going Concern

The Directors have prepared a cash flow forecast for the period from the balance sheet date until 30 September 2026. This forecast indicates that the Group would expect to remain cash positive without the requirement for further fundraising based on delivering the existing pipeline.

By the end of the period analysed, the Group is forecast to retain significant cash reserves. This should give the business sufficient funds to trade for the going concern period if the business continues according to its medium-term business plan.

The business continues in a cash outflow position, using funding generated from previous fundraises. As such, this cash flow forecast was stress-tested, both for a worst-case scenario of no receipts and inflationary pressures on utilities and purchases. In all the scenarios tested, the business would remain cash positive for the 12 months from the date of approval of these financial statements.

The accounts have therefore been prepared on a going concern basis.

3.         Revenue, OPERATING SEGMENTS AND INCOME FROM GOVERNMENT GRANTS

The "Other" category includes contractual revenues recognised at point in time but not classified elsewhere as not involving the transfer of goods or the completion of maintenance or consultancy services.

At 30 April 2025, the aggregate amount of the transaction price allocated to remaining performance obligations of continuing build contracts was £141.8m (2024: £79.7m). The Group expects to recognise 26% of this within one year, with the remaining 74% expected after one year. This differs from our backlog figure as the latter contains other types of revenue e.g. consultancy and other contractual revenue.

Segment information

ITM Power plc is organised internally to report to the Group's Chief Operating Decision Maker, the Chief Executive Officer, on the financial and operational performance of the Group as a whole. The Group's Chief Operating Decision Maker is ultimately responsible for Group-wide resource allocation decisions, evaluating performance on a Group-wide basis and any elements within it on a combination of information from the executives in charge of the Group and Group financial information.

Management has previously identified three target markets for our products (Power, Transport, and Industry). Revenue reporting looks at these three sectors to assess the commerciality of those sales. However, decisions for resourcing cannot be made by reference to these as segments. The Group operates a single factory in the UK that builds units for use across all sectors. It would be hard to assign overhead costs to particular product segments as builds all occur in that one facility and can run concurrently. Similarly, fixed assets and suppliers' balances cannot be assigned to the production of one specific segment. For overhead costs and net asset resources, therefore, decisions are taken on a Group basis.

An analysis of the Group's revenue, by major product (or customer group), is as follows:

The "Other" category contains consultancy values that cannot be allocated to a single product group.

Geographical analysis

The United Kingdom is the Group's country of domicile but the Group also has subsidiary companies in the United States, Germany and Australia. All non-current tangible assets were domiciled in the United Kingdom (NBV: £33.8m) or Germany (NBV: £0.4m). All intangible assets were domiciled in the United Kingdom. Revenues have been generated as follows:

Included in revenue are the following amounts, which each accounted for more than 10% of total revenue:

4.            Calculation of Adjusted EBITDA

In reporting EBITDA, Management uses the metric of adjusted EBITDA:

Management uses Adjusted EBITDA as an alternative performance measure (APM) as it allows better monitoring of the operations. Notwithstanding, Management recognises the limitations of APMs as it may not allow industrywide comparison, and includes removing the effect of certain annual changes such as share-based payments, identified above.

Loss from operations includes amounts receivable from a prior year R&D claim that became receivable in the current year.

In the last financial year, the Group disclosed a contingent liability around a commercial dispute. During the year, the Group reached the conclusion of the commercial dispute with Linde, leading to a payment to Linde of £13.0m. Whilst the details of the dispute remain confidential, the Directors are satisfied that all historic claim risk is now settled. We have shown these costs, together with related professional fees, as exceptional items in the income statement. Exceptional costs are outside the scope of normal business and have therefore been removed for the purposes of adjusted EBITDA.

5.         LOSS PER SHARE

The calculation of the basic and diluted earnings per share is based on the following data:

The loss per ordinary share and diluted loss per share are equal because share options are only included in the calculation of diluted earnings per share if their issue would decrease the net profit per share. The number of potentially dilutive shares not included in the calculation above due to being anti-dilutive in the years presented was 12,271,234 (2024: 6,582,037).

6.         Provisions

The leasehold property provision represents management's best estimate for the dilapidations work that may be required to return our leased buildings to the landlords at the end of the lease term. In a prior year we recognised a dilapidations provision for the present value of the cost of works quoted by our Employer's Agent for stripping our current factory building back to the original condition at handover from the landlords. The discounting will continue to amortise over the remaining 11 years of the lease. Although we have taken on the lease of the unit next door last year, no provision for dilapidations has yet been recognised; this is due to work having yet to be undertaken for the fit-out of the unit.

The warranty provision represents management's best estimate of the Group's liability under warranties granted on products, based on knowledge of the products and their components gained both through internal testing and monitoring of equipment in the field. As with any product warranty, there is an inherent uncertainty around the likelihood and timing of a fault occurring that would trigger further work or part replacement. Warranties are usually granted for a period of one year, although two-year warranties are the standard within some jurisdictions.

The provision for contract losses is created when it becomes known that a commercial contract has become onerous. The provision is based on best estimates and information known at the time to ensure the expected losses are recognised immediately through profit and loss. The effects of discounting on non-current balances were not deemed to be material.  The increase on the provision in the current year is due to a number of factors including changes of scope to projects, additional on-site engineering works, increased energy and labour costs due to extended stack testing times and updating costs for the effects of inflation since the original quote to the customer. The increase in the year is allocated against two projects. This provision will be used to offset the costs of the project as it reaches completion in future periods. Contract loss provisions are recognised as greater than one year based on the expected completion of the contract.

Provision is also made, in other provisions, at the point when project forecasts suggest that the contractual clauses for liquidated damages might be triggered for late delivery on contracts with customers. The release in the year is attributable to renegotiations of contract terms. The provision also represents management's best current estimate of monies that could be refundable to grant bodies for non-completion of works.

The share option provision provides for both deferred bonus awards (before share options are awarded) and Employer's NIC due on all share options as they exercise.

7.         INVENTORY

Included in work in progress is inventory that has yet to be assigned to a specific contract. If not assigned to a specific contract, inventory is tested for obsolescence and net realisable value (NRV) and a provision is created against such non-contract stock where necessary.

In addition to the above inventory provisions, at the point that the work in progress is assigned to a contract and it is loss-making, the work in progress will be reduced to recoverable value, which will be offset by an equal and opposite reduction in the contract loss provision.

The cost of inventories recognised as an expense through the income statement was £37.7m (2024: £18.6m).

8.         CALLED UP SHARE CAPITAL AND RESERVES

Accounting policy:

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

Holders of ordinary shares have voting rights at General Meetings in proportion with their shareholding.

The share premium account represents the amount paid in excess of the nominal value when shares are issued.

The merger reserve arose on the acquisition of ITM Power (Research) Limited in 2004.

The foreign exchange reserve arises upon consolidation of the foreign subsidiaries in the Group, and accounts for the difference created by translation of the income statement at average rate compared with the year-end rate used on the balance sheet as well as the effect of the change in exchange rates on opening and closing balances.

The Group's other reserve is retained earnings which represents cumulative profits or losses, net of any dividends paid and other adjustments.

9.         notes to the cash flow statement

10.       Events after the balance sheet date           

There are no material events that have occurred after the balance sheet date.