Registration number: 10174331

PWE Holdings Plc

Contents

PWE Holdings Plc

Company Information

PWE Holdings Plc

Strategic Report for the Year Ended 31 March 2025

The directors present their strategic report for the year ended 31 March 2025.

Principal activity

The principal activity of the company is the ownership and operation of a Combined Heat & Power (CHP) fleet of micro gas turbines, delivering electricity & heat to its client’s facilities. The Group delivers solutions in the range of 65KW to 5MW for the purpose of generating immediate and sustainable cost savings for clients, and long-term returns for the Group and its investors.

Business Strategy
The Group’s business model is to design, build, finance, operate and maintain a growing fleet of CHP solutions across the UK. These solutions incorporate Capstone gas micro-turbines and other no or low emission technologies. Once installed, the Group operates and maintains the fleet.

Review of the business and strategy

The Group made a loss of £1,449,504 during the period.

A restructure was completed in September 2022 whereby the major bondholder converted most of their debt to equity. This puts the Group in a much stronger position for growth.

Andrea Chandler (Finance) and Kumar Samiyappan (Engineering) were appointed as directors on 30 September 2022. Tim Hewitt resigned as a director during this period. The Group has appointed two new Non-executive Directors, Neil Hartley and Rob Crusher in Q4 2023.

The group's key financial and other performance indicators during the year were as follows:

Principal risks and uncertainties

The principal risk to the company is that it will be unable to raise the necessary capital to carry out its business plan in full. PWE has engaged KBS Capital to run a process to raise capital and this process is well under way at this point with over 25 interested parties considering potential investment.

The Directors constantly monitor the financial risks and uncertainties facing the company with reference to the exposure of credit risk and liquidity risk. They are confident that suitable policies are in place and that all material financial risks have been considered.

PWE Holdings Plc

Strategic Report for the Year Ended 31 March 2025

Future developments

The existing management team has built a significant commercial and industrial sector pipeline without additional resource over the period. New opportunities continue to be developed in sectors where emissions and cost reduction are the driving factors for clients.

We have expanded our offer from exclusively CHP to a wider range of Net Zero Energy Solutions to bring a broader offering to our targeted sectors: Light Manufacturing, Food and Beverage processing and other process heat-intensive industries.

The intention is to grow the Group’s existing fleet of 3.6MW CHP units, subject to the availability of internal resources and the ability to raise fresh capital through the current KBS Capital process.

The Group’s diversification into a wider offering of renewable and Net Zero solutions has opened many more avenues into our targeted commercial and industrial sectors. We are focusing on technically proven and commercially viable solutions including Solar PV and Battery Energy Storage (BESS) . PWE has already secured two BESS projects on a Capital purchase basis and has several others in the pipeline.

The trajectory for growth remains positive as the demand for Net Zero funded solutions has increased since the return to business from the pandemic slowdown and the recent energy crisis. In addition to Solar PV and BESS, our Net Zero offer will include waste-to-energy, heat pumps and other clean energy efficiency solutions over the coming years.

The Board of Directors and Shareholders are considering options to raise new capital to capitalise on investment in the opportunities available in the market.


Companies Act S.172
The Directors acknowledge their duty under s.172 of the Companies Act 2006 and consider that they have, both individually and together, acted in the way that, in good faith, would be most likely to promote the success of the Group for the benefit of its members. In doing so, they have had regard (amongst other matters) to:
● the likely consequences of any decision in the long term. The Group’s long-term strategic objectives, including progress made during the year and principal risks to these objectives, are shown in the strategic report and the key performance indicators.
● the interests of the Group’s employees. Our employees are fundamental to us achieving our long-term strategic objectives.
● the impact of the Group’s operations on the community and the environment. The Group operates honestly and transparently. We consider the impact on the environment on our day-to-day operations and how we can minimise this.
● the desirability of the Group maintaining a reputation for high standards of business conduct. Our intention is to behave in a responsible manner, operating within the high standard of business conduct and good corporate governance.
● the need to act fairly between members of the Group. Our intention is to behave responsibly towards our shareholders and treat them fairly and equally so that they may benefit from the successful delivery of our strategic objectives.
 

PWE Holdings Plc

Strategic Report for the Year Ended 31 March 2025

Non-financial and sustainability information

Environmental matters

The Group has minimal carbon emissions; there is a low number of employees, no in house manufacturing and only a small, serviced office space.
The Company’s subsidiaries are not within the scope of carbon reporting obligations. Accordingly, it is not considered necessary to obtain emissions, energy consumption or energy efficiency data to produce an Energy and Carbon Report under SI 2018/1155.

Approved by the board on 24 September 2025 and signed on its behalf by:
 

PWE Holdings Plc

Directors' Report for the Year Ended 31 March 2025

The directors present their report and the consolidated financial statements for the year ended 31 March 2025.

Directors' of the group

The directors, who held office during the year, were as follows:

K Samiyappan

N Hartley

A J Chandler - Company secretary and director

S Fitzpatrick

R A Crusher

Financial instruments and risk management

The group has not entered into any financial instruments to hedge against interest rate or exchange rate risk.

Prior to the 30 September 2022 restructuring, the Bonds and debentures were secured by a charge over all the assets of the Group, bearing interest as below.

An extension to the Green Energy Bonds was received from the ultimate beneficiary to allow due diligence to continue into the possible restructure of the debt. Ultimately, both the retail debentures and Green Energy bonds were converted to equity in the business on 30 September 2022 as part of the overall restructuring.

The loan with Just Finance Loans and Investments Plc bears interest at 12% per annum was transferred to the Group senior creditor on 31 March 2022 and novated to PWE Holdings PLC on 30 September 2022 as part of the restructure with an interest rate of 6.5% (previously held by Pure World Energy Limited). This loan is considered to be at open market value.

Pure World Energy Limited entered into a service agreement with Siemens Financial Services Limited repayable in 01 September 2032 bear interest at 11.33% per annum.

The bonds and related party loan were not called for payment by the beneficial owners to allow discussions to proceed regarding a debt-to-equity conversion.
 

Objectives and policies

The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure appropriate for its growth plans.

In order to maintain or adjust the capital structure the Company may issue new shares or alter debt levels. There were no changes to the objectives, policies or processes during the period to 31 March 2024.

PWE Holdings Plc

Directors' Report for the Year Ended 31 March 2025

Price risk, credit risk, liquidity risk and cash flow risk

Credit risk
The Group doesn’t have any credit risk from lenders at the present time as it has fixed agreements with interest calculated between 6.5% and 12% per annum. The full amount of loans is yet to be paid at the accounting date.

Cash flow and Interest rate risk
The Group has the loan with a related party at the accounting date. The Group accounts for the loan at fair value. The Group also has its debentures that are at a fixed rate of interest exposing the Group to fair value interest rate risk. The Group does not manage any cash flow interest rate risk.

Liquidity risk
The Group is careful to ensure that its loans and investments can be realised prior to the due date for the repayment of loans. This applies equally to the underlying investments of the companies or projects in which the Group invests.

Capital risk
The Group takes great care to protect its capital investments. Significant due diligence is undertaken prior to making any investment. The investment is closely monitored.

Market risk
The Group currently operates only in the United Kingdom and is exposed to market risks in that jurisdiction. A general economic downturn at a global level, or in one of the world’s leading economies, could also impact on the Company. In addition, terrorism and other hostilities, as well as disturbances in worldwide financial markets, could have a negative effect on the Group. Regulatory requirements, taxes, tariffs and other trade barriers, price or exchange controls or other governmental policies could also limit the Group’s operations. These risks are also applicable to most companies and the risk that the Group will be more affected than the majority of companies is assessed as small.

Price risk
The principal activity of the Group is the ownership and operation of Micro Power Stations (MPS) to sell energy to its clients. The Group does not have a diversified portfolio of services and is therefore at risk.

Foreign Exchange risk
A high proportion of the Group’s capital expenditure is conducted in US dollars. Any adverse movements between sterling and US dollars could have a detrimental impact upon the Group. Currently no hedging is conducted in respect of this risk.

Research and development

There have been no Research activities during the period.

Insurances
Directors’ liability insurance has been in place for the period covered by this report.
 

PWE Holdings Plc

Directors' Report for the Year Ended 31 March 2025

Going concern

Although the group has ongoing losses and net current liabilities, the group underwent a refinancing on 30 September 2022 that converted the group's loans and borrowings into preference shares in the parent company with no fixed redemption date.

This has sufficiently reduced the group's current liabilities such that the directors consider it appropriate to prepare the financial statements on a going concern basis. In arriving at this assessment the directors have looked at future budgets and consideration of the cash at bank available as at the date of approval of this report and are satisfied that the group has adequate resources to cover its ongoing administrative expenses, finance costs and repayment of any short-term borrowings for a period of at least 12 months.

In addition, the group has received a letter from a creditor stating they do not intend to call in an outstanding loan balance for a period of 12 months from signing of these financial statements. The directors have sought professional advice to confirm that there are no external factors which may impact upon the intent of this letter.

Directors' interests in shares

At the date of this report the directors held the following beneficial interest in the ordinary share capital of the Group:
 

Substantial interests
Prior to the 30 September 2022 restructuring, the following had an interest of 3% or more in the ordinary share capital of the Group:
 

PWE Holdings Plc

Directors' Report for the Year Ended 31 March 2025

Following the restructure on 30 September 2022 the Company’s shareholdings were as follows:

 

Disclosure of information to the auditor

Approved by the board on 24 September 2025 and signed on its behalf by:
 

PWE Holdings Plc

Statement of Directors' Responsibilities

PWE Holdings Plc

Independent Auditor's Report to the Members of PWE Holdings Plc

Opinion

We have audited the financial statements of PWE Holdings Plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025, which comprise the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Statement of Financial Position, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted International Financial Reporting Standards (IFRSs).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

PWE Holdings Plc

Independent Auditor's Report to the Members of PWE Holdings Plc

Materiality

Materiality has been set at 3% of the net liabilities. We consider net assets or liabilities to be an appropriate benchmark as it provides the most accurate measure of company size and performance. In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements add up to a material amount across the financial statements as a whole. Performance materiality was set at 75%.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

PWE Holdings Plc

Independent Auditor's Report to the Members of PWE Holdings Plc

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 9], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the company and the industry in which it operates, we identified the principal risks of non-compliance with laws and regulations including fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inflated revenue and profit. Audit procedures performed included: comparison of the financial statement disclosures to underlying supporting documentation, enquiries of management, and testing of journals and evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

PWE Holdings Plc

Independent Auditor's Report to the Members of PWE Holdings Plc

......................................
Dean Blunden BFP FCA (Senior Statutory Auditor)
For and on behalf of UHY Ross Brooke, Statutory Auditor
 2 Old Bath Road
Newbury
Berkshire
RG14 1QL

24 September 2025

PWE Holdings Plc

Consolidated Income Statement for the Year Ended 31 March 2025

The above results were derived from continuing operations.

PWE Holdings Plc

Consolidated Statement of Comprehensive Income for the Year Ended 31 March 2025

PWE Holdings Plc

(Registration number: 10174331)
Consolidated Statement of Financial Position as at 31 March 2025

PWE Holdings Plc

(Registration number: 10174331)
Consolidated Statement of Financial Position as at 31 March 2025

Approved by the board on 24 September 2025 and signed on its behalf by:
 

PWE Holdings Plc

(Registration number: 10174331)
Statement of Financial Position as at 31 March 2025

Approved by the Board on 24 September 2025 and signed on its behalf by: