Pacific Global Holdings Plc - Final Results for the year to 31 January 2026

Pacific Global Holdings Plc

("Pacific Global" or the "Company")

Final Results for the year to 31 January 2026

Pacific Global Holdings plc (AIM: PCH), an AIM quoted investing company, announces its final results for the year to 31 January 2026.

The Annual Report and Accounts for the year ended 31 January 2026 has been sent to shareholders and will be uploaded to the Company’s website shortly: https://www.pacificglobalholdingsplc.com/

A separate announcement providing details of the 2026 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.

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President and CEO’s statement

The year under review has been a challenging one for the Company, but it has also been a year of genuine progress. Conditions for smaller quoted companies remained difficult throughout the period, with limited liquidity and a demanding environment for raising capital. Against that backdrop, the board took the deliberate view that the Company’s interests were best served by building the foundations for high quality investment decisions rather than by transacting for its own sake.

Accordingly, the year has been one of consolidating the basis and criteria upon which the Company invests. Following the refinement of our investment approach described in last year’s statement, the board has translated the investing policy into a defined and repeatable process. This work has established the criteria against which opportunities are screened, the evidence required at each stage of assessment, and the thresholds an opportunity must satisfy before the board will commit the Company’s resources.

That structured process now governs each opportunity from origination through initial screening against the investing policy and our strategic thesis, into structured due diligence covering commercial, financial, operational and governance matters, and finally to board review. It has brought consistency and comparability to the assessment of what are often very different businesses, and it has been applied with discipline: the board considers the ability to decline an opportunity on evidence-based grounds to be as valuable as the ability to pursue one.

The board has devoted particular attention during the year to the digital transformation of traditional industries, one of the two complementary pillars set out last year. A number of such opportunities have been evaluated thoroughly, in sectors where automation, data and technology remain underutilised yet are essential drivers of productivity and long term resilience. This detailed evaluation work has sharpened the board’s understanding of where value can realistically be created, of the operational capability required to deliver it, and of the structures and valuations at which the Company should be prepared to invest. We continue in parallel to review roll-up opportunities in fragmented sectors where consolidation can unlock operational efficiencies, increase market share and build platform value.

The board’s conviction in its underlying strategy is unchanged. We continue to focus on sectors shaped by long term demographic and structural shifts, including ageing populations, urbanisation, generational changes in consumer behaviour and the evolving nature of work. These trends are structural rather than cyclical, and the pace of change in South America continues to offer present opportunities in areas already established in more developed markets.

Alongside this work, we have been progressing the funding required to execute such investments. The board is conscious that the quality of an investment depends not only on the asset but on the terms and timing of the capital that supports it, and we have therefore engaged with potential sources of funding and considered structures appropriate to the scale and nature of the opportunities under review. Shareholders should note that the timing of any investment remains dependent upon securing appropriate funding, and the board will update the market as and when there is material progress to report.

The remaining legacy portfolio continues to be reviewed, consistent with the approach taken last year in respect of those investments which were underperforming or no longer aligned with the Company’s strategy.

Taken together, the work carried out during the year has left the Company with a clearer investment framework, a better informed pipeline and a more disciplined basis on which to deploy capital. Progress has been steady rather than dramatic, but it is progress towards the mission of Pacific Global Holdings, and it is the work upon which future value will depend.

On behalf of the board, I would like to thank our shareholders for their patience, continued trust and support during a demanding year. 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 as our work progresses.

Edgar J. Hernández C.

President and CEO

31 July 2026

There are no items of other comprehensive income.

The notes are an integral part of these financial statements.

The notes are an integral part of these financial statements.

The financial statements were approved and authorised for issue by the Board on 31^st  July 2026 .

Nilesh Jagatia                                                                                                     

Director                                                                                                              

Pacific Global Holdings Plc Registered No.  08810879

Statement of Changes in Equity

for the year ended 31 January 2026

Statement of Cash Flows

for the year ended 31 January 2026

Notes to the financial statements

For the year ended 31 January 2026

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 (IFRS) 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 IFRS 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 2026.

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 US$100,000 (£81,526) in form of a promissory note.

On 19 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 in exchange for cash, equity and a future revenue share consideration on Chronix products from now on using the Oncocyte distribution channels

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

On 29 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 are expected to 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 investee rebranded to “Oncocyte” and announced that they intended to further rebrand  the company in 2025,  with expected trials for the Oncocyte products to commence in 2026.  Management made enquiries as to when the products would generate sufficient income to repay 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 and remains nil in 2026 until the company receives any positive news.

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.

On 22 January 2026, 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 €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 that 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 19 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% with maturity in 2026.

On 29 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 July 2022, the Company entered into an agreement with an FCA regulated broker to dispose of €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 €227,820 on the carrying value in Saxa Gres investment at 31 January 2022.

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

On 25 July 2024, the company received a Bid from an institutional counterpart at 95% of the notional value of the bonds held, 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 of the investment to nil and it still remains nil in 2026 until the company receives any positive news.

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 US$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 July 2023, the Board agreed to impair the investment in Exogenesis and provided a fair value reduction of US$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 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.