REG-Pacific Global Holdings Plc: Final Results for the year to 31 January 2025
01/08/2025 07:02
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:
Pacific Global Holdings Plc Edgar Hernandez President and Chief Executive Officer +44 (0) 20 7580 7576 www.pacificglobalholdingsplc.com
Cairn Financial Advisers LLP Nominated Adviser Jo Turner / Sandy Jamieson +44 20 7213 0880 www.cairnfin.com
Peterhouse Capital Limited Broker Charles Goodfellow +44 20 7469 0930 www.peterhousecap.com
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
1. 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
Notes Year ended31 January Year ended31 January
2025 2024
Continuing operations £ £
Interest Income 628 397
Total income 628 397
Administrative expenses (201,389) (216,322)
Fair value adjustments and Impairment of investments (257,614) 113,476
Operating loss and loss before taxation 6 (458,375) (102,449)
Taxation 9 - -
Loss for the year (458,375) (102,449)
Total comprehensive loss for the year (458,375) (102,449)
Earnings per share:
Basic and diluted earnings per share 10 (0.0579) (0.149)
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
Notes 2025 2024
£ £
Non-current assets
Financial asset investments at fair value through profit and loss 12 990,676 1,248,290
Non-current assets 990,676 1,248,290
Current assets
Trade and other receivables 13 5,250 5,751
Cash and cash equivalents 14 12,860 74,520
Current assets 18,110 80,271
Current liabilities
Trade and other payables 15 (176,076) (187,475)
Current liabilities (176,076) (187,475)
Net Assets 832,710 1,141,086
Equity
Issued Share Capital 16 792,143 685,000
Share Premium 16 2,514,387 2,471,530
Retained Earnings 17 (2,473,820) (2,015,444)
Total Equity 832,710 1,141,086
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
Share capital Share premium Share warrant reserve Retained earnings Total
£ £ £ £ £
At 31 January 2023 654,000 2,350,630 - (1,912,996) 1,091,634
Total comprehensive loss for the year - - - (102,449) (102,449)
Ordinary Shares issued during the year 31,000 124,000 155,000
Share issue costs (3,100) (3,100)
At 31 January 2024 685,000 2,471,530 - (2,015,444) 1,141,086
Total comprehensive loss for the year - - - (458,376) (458,376)
Ordinary Shares issued during the year 107,143 42,857 150,000
At 31 January 2025 792,143 2,514,387 - (2,473,820) 832,710
The notes are an integral part of these financial statements.
Statement of Cash Flows
for the year ended 31 January 2025
Notes Year ended Year ended
31-Jan 31-Jan
2025 2024
£ £
Cash flows from operating activities
Loss for the year before tax (458,376) (102,449)
Adjustments for non-cash and non-operating items:
Foreign currency exchange gain/loss - 15,961
Fair value revaluation of Investment 257,614 (113,476)
Operating loss before working capital changes (200,762) (199,964)
Changes in working capital:
(Increase)/decrease in receivables 500 10,500
(Decrease )/Increase in payables (11,398) 28,190
Net cash outflow from operating activities (211,660) (161,274)
Cash flows from financing activities
Share Issue 107,143 31,000
Share premium issue 42,857 120,900
Net Cash outflow from financing activities 150,000 151,900
Net decrease in cash and cash equivalents during the year (61,660) (9,374)
Cash at the beginning of year 74,520 83,894
Cash and cash equivalents at the end of the year 12,860 74,520
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.
1. 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.
1. 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.
2025 2024
£ £
Loss from continuing operations attributable to equity holders of the company (458,376) (102,449)
Weighted average number of ordinary shares in issue 79,214,286 68,500,000
Pence Pence
Basic earnings per share from continuing operations (0.579) (0.149)
(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.
1. FINANCIAL ASSET INVESTMENTS
2025£ 2024£
On 1 February 1,248,290 1,150,774
Foreign currency exchange gain/(loss) - (15,961)
Fair value revaluation (257,614) 113,476
31 January – Investments at fair value 990,676 1,248,290
Categorised as:
Level 3 – Unquoted investments 990,967 1,248,290
990,967 1,248,290
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
(https://app.carta.com/investors/individual/376585/portfolio/)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:
2025£ 2024£
Brought forward 1,248,290 1,150,774
Foreign currency exchange gain /(loss) - (15,961)
Fair value revaluation (257,614) 113,476
Carried forward 990,966 1,248,290
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.
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