("Pacific Global" or the "Company")
Final Results for the year to
The Annual Report and Accounts for the year ended
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
For further information, please contact:
|
President and Chief Executive Officer |
+44 (0) 20 7580 7576 www.pacificglobalholdingsplc.com |
|
Cairn Financial Advisers LLP Nominated Adviser
|
+44 20 7213 0880 www.cairnfin.com |
|
Broker Charles Goodfellow |
+44 20 7469 0930 |
President and CEO’s statement
The year under review has marked a significant change for the company, welcoming
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
Working within our existing investing strategy, our investment approach now centres on two complementary pillars:
- 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
- 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
Income Statement and Statement of Comprehensive Income
for the year ended
| Notes | Year ended 31 January | Year ended 31 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
| 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
Director
Pacific Global Holdings Plc Registered No. 08810879
Statement of Changes in Equity
for the year ended
| Share capital | Share premium | Share warrant reserve | Retained earnings | Total | |
| £ | £ | £ | £ | £ | |
|
At |
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 |
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 |
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
| 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 | |
|
|
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
- GENERAL INFORMATION
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
The financial statements are presented in Pounds Sterling, which is the Company’s functional and presentational currency.
- 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.
- 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
- 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
On
On
On
On 20th
On
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.
On
On
On
Between 6th
Saxa Gres S.A (”Saxa Gres”)
On
On
On
On
At the request of Saxa Gres in order for it to gain better access to bank financing to further its investment plans, the
On 29th
On 19th
On 27th
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.
On
The Company invested US
On
On 27th
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 31st
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.