Pacific Global Holdings Plc

("Pacific Global" or the "Company")

Final Results for the year to 31 January 2025

Pacific Global Holdings plc (AIM: PCH), an AIM quoted investing company, announces its final results for the year to 31 January 2025.

The Annual Report and Accounts for the year ended 31 January 2025 has been sent to shareholders and will be uploaded to the Company’s website at https://www.pacificglobalholdingsplc.com/.

A separate announcement providing details of the 2025 Annual General Meeting will be made in due course.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

For further information, please contact:

President and CEO’s statement

The year under review has marked a significant change for the company, welcoming Edgar Hernandez to the board as president and Chief Executive Officer. With his appointment, he brings significant investment experience, access to investment opportunities in South America that fit very well within the Company’s investing strategy and industry contacts to structure and fund investment mandates

During the course of the year, the board has reviewed a number of potential investments which has helped it to refine its investment approach and broaden its outlook to balance sources of new funding with structured investments that will work within the Company’s investing policy.

As previously announced, we have been disappointed with the performance of some of our legacy investments.  In conjunction with the boards renewed focus, we undertook a careful review of the existing portfolio and wrote-off several underperforming and non-aligned legacy investments being Oncocyte (Chronix) and Saxa Gres.

The board continues to support its investment strategy of investing in sectors shaped by long-term demographic shifts, which include factors such as ageing populations, urbanisation, generational changes in consumer behaviour and the evolving nature of work. These trends are structural rather than cyclical, and we believe they will be central to future demand, innovation, and sustainable growth and include industries such as agritech driving by consumption changes or global warming, digital transformation which may include artificial intelligence, financial technology or general growth in global connectivity and healthcare.  These are not exhaustive and the board considered the rapid rate of change in South America to offer a wealth of opportunities that are already adopted in more developed countries.

Working within our existing investing strategy, our investment approach now centres on two complementary pillars:

1. we are actively pursuing roll-up opportunities in fragmented sectors where the board considers consolidation can unlock operational efficiencies, increase market share and build platform value; and

2. we are investing in the digital transformation of traditional industries, where automation, data, and technology    remain underutilised yet are essential drivers of productivity and long-term resilience.

We consider this dual focus will enables us to identify and scale businesses that are both undervalued and structurally sound, where effective management and access to capital can accelerate their growth. Operating within this framework, out deal pipeline has improved in both quality and depth, and we look forward to the next stage of the Company’s development where we will be deploying resources into opportunities aligned with our strategic thesis.

On behalf of the board, I would like to thank our shareholders for their continued trust and support. We remain firmly committed to transparency, disciplined performance, and building a company that earns and rewards your confidence and we look forward to providing the market with updates on potential investee companies.

Edgar J. Hernández C.

President and CEO

31 July 2025

Income Statement and Statement of Comprehensive Income

for the year ended 31 January 2025

There are no items of other comprehensive income.

The notes are an integral part of these financial statements.

Statement of Financial Position

As at 31 January 2025

The notes are an integral part of these financial statements.

The financial statements were approved and authorised for issue by the Board on 31 July 2025.

Nilesh Jagatia                                                                                                     

Director                                                                                                              

Pacific Global Holdings Plc Registered No.  08810879

Statement of Changes in Equity

for the year ended 31 January 2025

The notes are an integral part of these financial statements.

Statement of Cash Flows

for the year ended 31 January 2025

The notes are an integral part of these financial statements.

Notes to the financial statements

For the year ended 31 January 2025

1. GENERAL INFORMATION

Pacific Global Holdings Plc is a company incorporated and domiciled in the United Kingdom. The Company is a public limited company, which is listed on the AIM market of the London Stock Exchange. The address of the registered office is Suite 2, Northside House, Mount Pleasant, Barnet, Hertfordshire, England, EN4 9EB.

The Investing Policy is to invest principally, but not exclusively, in sectors where changing demographic factors are important drivers of growth. The Company intends to focus initially on projects located in Europe but will also consider investments in other geographical regions. The Company may become an active investor, acquire controlling stakes or minority positions, in each case, as the Board considers appropriate and commercial.

The financial statements are presented in Pounds Sterling, which is the Company’s functional and presentational currency.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these financial statements are set out below. The policies have been consistently applied throughout the period, unless otherwise stated.

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and IFRIC interpretations and with Companies Act 2006      applicable to companies reporting under IFRSs.  The financial statements have also been prepared under the historical cost convention, as modified by the revaluation of financial assets at fair value through profit or loss.

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates.  It also requires management to exercise its judgement in the process of applying the Company’s accounting policies.  The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed later in these accounting policies.

3. EARNINGS per share

(a)  Basic

Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

(b)  Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. There were no potentially dilutive instruments outstanding at 31 January 2025. 

4. FINANCIAL ASSET INVESTMENTS

The valuation model adopted by management is explained in Note 3, Critical accounting judgements and estimations and is applicable to each of the investments listed below: 

Oncocyte ( previously  Chronix Biomedical Inc (“Chronix”))

On 8 October 2015 the Company made an investment in Chronix of US $500,000 (approximately £329,511) in the series I round of convertible preference stock (“Series I Stock”) at a price of US $0.40 per share. On a fully diluted basis, considering all classes of common and preference stock in issue, at the date of investment, Limitless’ investment represented 0.72% of Chronix’s issued share capital and values Chronix at approximately US $69 million.

On 20 September 2019, the Company announced that it made a further investment of $100,000 (£81,526) in form of a promissory note.

On 19th March 2021, the Company announced that Chronix had entered into an agreement with Oncocyte Corporation Inc. (“Oncocyte”), a listed US based molecular diagnostics company, for its acquisition for cash, equity and a future revenue share consideration on Chronix products from now on using the Oncocyte distribution channels

On 20^th April 2021 and after the financial year, Chronix repaid $109,460.09 which comprises of the $100,000 promissory note.

On 29th June 2022 the Chronix Equity Representative receiving Chronix products sales updates from Oncocyte, estimated the possibility of receiving a first cash flow within one year (potentially up to the 50% on the investment) if the current sales track were maintained

Future cash flows will be received yearly over a period of 7 to 10 years, depending on each type of Oncocyte Chronix product and the countries in which Oncocyte distribution channels sell them.

During the reporting period, the investment rebranded to “Oncocyte” and announced that they intended to further rebrand  the company in 2025,  with expected trails for the Oncocyte products to commence in 2026.  Management made enquires as to when the products would generate sufficient income to payback the investment, and unfortunately, no credible information was available.  The board based on the uncertainty of recovering the investment had to impair the fair value of the investment to Nil.

V Nova International Ltd (“V-Nova”)

On 18 December 2015, the Company made a cash investment of £500,000 in V-Nova, a company that specialises in Advanced Signal & Data Compression Solutions. The investment was through the acquisition of £500,000 worth of Convertible loan notes. On 4 April 2017, these notes were converted into 7,284,382 Series B1 Participating shares at a 20% discount to the preferential valuation of V-Nova at the time, of £100 million.

On 30 October 2020, V-Nova raised £16,810,410 on a series C1 funding round and the company settled unconverted loan not holders with £8,556,144 cash. V Nova raised a further £5,661,027 in December 2020.

On 16 June 2022, V-NOVA finalized fundraising of £27,014,336 at £0.09 with Limitless Earth holding 7,284,382 Shares.

Between 6^th December 2024 and 18^th March 2025, V Nova  raised funds at £0.139 per share and based on  our current shareholding of  7,284,382 Shares in V- Nova International LTD, our investment would be valued at £990,675.95

Saxa Gres S.A (”Saxa Gres”)

On 23 December 2015, the Company invested €350,000 (approximately £258,830) in Saxa Gres.  As a first-round subscriber, Limitless has also been granted an option to acquire 1.1655 per cent of the equity in Saxa Gres at nominal value with the intention that, once the bonds have been repaid, Limitless will be able to maintain an interest in Saxa Gres of approximate value to the bond investment.

On 21 March 2017, Limitless announced that it had increased its investment in Saxa Gres by acquiring a further 267 Notes for a value of €267,000. These Notes were also accompanied by options to acquire shares in Saxa Gres, in this case, to acquire another 1.333% of its equity share capital with each option having an exercise price of €1. In total, Limitless has options to acquire approximately 2.5% of the equity share capital of Saxa Gres at an exercise price of €1 per share.

On 16 November 2017, the Company announced that it had made a further investment in Saxa Gres. of approximately EUR €75,000 in form of a loan.  Saxa Gres was raising funds, via an increase in its share capital, in order to invest in a new production line, it required to meet a significant increase in orders. Limitless participated alongside two sizable credit funds in order to maintain its interest in Saxa Gres.

On 19th January 2021, the Company announced that a recent investor in Saxa Gres, was A2A S.p.A., a €4 billion listed company, as a Saxa Gres shareholder (27.7%) and as a relevant industrial partner which could help to expand and solidify Saxa Gres’ successful business model.

At the request of Saxa Gres in order for it to gain better access to bank financing to further its investment plans, the Board of LME, together with 96% of the existing 2023 bondholders, agreed to exchange its 617 Saxa Gres bond notes with maturity in 2023 into a similar amount of Saxa Gres notes of 7 per cent with maturity in 2026.

On 29^th July 2021, the Company entered into an agreement with an FCA regulated broker to dispose of 30 Saxa Bonds ISIN: IT0005418436 (for a nominal value of €29,131.73 net of a 3.5% commission).

On 19^th July 2022, the Company entered into an agreement with an FCA regulated broker to dispose EUR 275,000 Saxa Bonds ISIN: IT0005418436 (for a nominal value of €165,000 net of commission). The Board have provided a fair value reduction of EUR 227,820 on the carrying value in Saxa Gres investment at 31.1.2022.

On 27^th July 2023, the Board agreed to impair the investment in Saxa Gres and provided a fair value reduction of EUR 211,781 (£178,653).

On 25th 2024 of July, the company received a Bid from an institutional counterpart at 95% of the notional value of the holding bonds, while impairing the value of the warrants.

In 2025, the board reviewed the carrying value from 2024 that amounted to £13,510.06 and based on the uncertainty of the recovery of the investment, the board agreed to impair the fair value the investment to Nil.

Exogenesis Corporation (“Exogenesis)

On 6 May 2016, the Company made an investment in Exogenesis, a nanotechnology company that has developed nanoscale surface modification technology to, inter alia, improve the safety and efficacy of implantable medical devices and is being used to develop next-generation microscopy tools for DNA analysis.

The Company invested US $300,000 (approximately £200,000) in the Exogenesis senior convertible notes which accrued an 8 % annual interest (“Notes”).  The Notes, together with accrued interest, are convertible into Exogenesis series B preferred stock at a price of US $0.382 per share or, at the option of Limitless, into Exogenesis series C preferred stock at a 20 % discount to the issue price at the time of the next financing.

On 9 June 2017, the Company extended the maturity date of the loan notes to 31 December 2017 from 30 June 2017 and lowered the conversion threshold amount to $2,500,000. Upon achieving cash financing and reaching the maturity date, the notes were then converted into series B preferred stock at the agreed price.

On 27^th July 2023, the Board agreed to impair the investment in Exogenesis and provided a fair value reduction of USD 150,000 (£ 131,893).

The value of the investment in 2025 was Nil

The company was advised in 2024 that funding was not forthcoming and the investment was fully amortised on 31^st January 2024.

The table of investments sets out the fair value measurements using the IFRS 7 fair value hierarchy.  Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value measurement of the relevant asset as follows:

Level 1 – valued using quoted prices in active markets for identical assets.

Level 2 – valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1.

Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data.

The valuation techniques used by the Company are explained in the accounting policy note, “Financial asset investments”.

LEVEL 3 FINANCIAL ASSETS

Reconciliation of Level 3 fair value measurement of financial assets:

Note:

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.